PRICING SUPPLEMENT NO. AIG-FP-24
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PRICING SUPPLEMENT NO. AIG-FP-24
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FILED PURSUANT TO RULE 424(b)(2) |
DATED JULY 10, 2007
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REGISTRATION NO. 333-106040 |
TO PROSPECTUS DATED JULY 24, 2006 |
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AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
LIBOR RANGE NOTES DUE AUGUST 1, 2022
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Principal Amount: U.S.$10,000,000
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Issue Date: August 1, 2007 |
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Agents Discount or Commission: U.S.$150,000
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Stated Maturity Date: August 1, 2022 |
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Net Proceeds to Issuer: U.S.$9,850,000
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Interest Rate: |
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For the period from and including
the Issue Date to but excluding
August 1, 2008, 9.00% per annum. |
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For each Interest Accrual Period
from and including the Interest
Accrual Period commencing on August
1, 2008 to and including the
Interest Accrual Period ending on
August 1, 2022: 9.00% times
Interest Accrual Factor. |
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Interest Payment Dates: Quarterly, on each February
1, May 1, August 1, and November 1, commencing
November 1, 2007 and ending on the Maturity Date
(whether the Stated Maturity Date or an earlier
Redemption Date), subject to adjustment using the
Following Business Day Payment Convention.
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Interest Accrual Factor: For any
Interest Accrual Period, the number
of calendar days during that
Interest Accrual Period in respect
of which 6m USD LIBORREF
is greater than the Lower LIBOR
Barrier and less than or equal to
the Upper LIBOR Barrier, divided by
the total number of calendar days
in such Interest Accrual Period. |
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Period End Dates: Quarterly, on each February 1,
May 1, August 1, and November 1, commencing
November 1, 2007 and ending on the Maturity Date,
such dates not subject to adjustment whether or not
such dates are Business Days.
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Interest Accrual Periods: The
quarterly period from and including
the Issue Date (in the case of the
first Interest Accrual Period) or
the previous Period End Date, as
applicable, to but excluding the
next Period End Date. |
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Reference Rate Cut-Off: Beginning
with the Interest Accrual Period
commencing on August 1, 2008, for
each calendar day in an Interest
Accrual Period starting on, and
including, the sixth Business Day
prior to the Period End Date for
such Interest Accrual Period and
ending on and excluding such Period
End Date, 6m USD LIBORREF
will be equal to 6m USD
LIBORREF as determined
on the sixth Business Day prior to
such Period End Date. |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QCF3 |
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Specified Currency (If other than U.S. dollars): N/A
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Authorized Denominations (If other
than U.S.$1,000 and integral
multiples of U.S.$1,000 in excess
thereof): U.S. $1,000 and multiples
of U.S $1,000 in excess thereof. |
The notes are being placed through or purchased by the Agents listed below:
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Agent |
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Principal Amount |
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Morgan Stanley & Co. Incorporated
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U.S.$10,000,000
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Capacity:
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o Agent
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þ Principal |
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If as Agent:
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The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
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o The notes are being offered at varying prices related to prevailing market prices at the time of resale. |
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þ The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
Redemption at Option of Issuer:
The notes will be redeemable, in whole only, at the option of the Issuer, upon written notice of a
minimum of five (5) Business Days, at 100% of the Principal Amount, on the Interest Payment Date
scheduled to fall on August 1, 2008 and on each Interest Payment Date thereafter (such date, the
Redemption Date).
Events of Default and Acceleration:
In case an Event of Default with respect to any of the notes has occurred and is continuing, the
amount payable to a holder of a note upon any acceleration permitted by the notes will be equal to
the amount payable on that note calculated as though the date of acceleration were the Maturity
Date of the notes.
In case of default in payment of the notes, whether at the Stated Maturity Date, upon redemption,
or upon acceleration, from and after that date the notes will bear interest, payable upon demand of
their holders, at the rate equal to the interest applicable to the Interest Accrual Period or
portion thereof as of the date on which the default occurs, to the extent that payment of interest
is legally enforceable on the unpaid amount due and payable on that date in accordance with the
terms of the Notes to the date payment of that amount has been made or duly provided for.
Other Provisions:
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Following Business Day Convention
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Means the convention for adjusting any relevant date if it would otherwise fall on a day that is not a
Business Day. When used in conjunction with a date, this convention shall mean that an adjustment will
be made such that if that date would otherwise fall on a day that is not a Business Day, that date as
adjusted will be the first following day that is a Business Day. |
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Maturity Date
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The earlier of the Stated Maturity Date or a Redemption Date. |
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Business Day
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Means any day other than a day that (i) is a Saturday or Sunday, (ii) is a day on which banking
institutions generally in the City of New York are authorized or obligated by law, regulation or
executive order to close or (iii) is a day on which transactions in dollars are not conducted in the
City of New York. |
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6m USD LIBORREF
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For any day within an Interest Accrual Period, the rate for
deposits in U.S. Dollars for a designated maturity of 6 months which appears on Reuters Page
LIBOR01 as of 11:00 a.m. London time on such day (or if such day is not a London business day,
on the immediately preceding London business day), subject to the Reference Rate Cut-Off
provisions above. |
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Lower LIBOR Barrier
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0.00% |
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Upper LIBOR Barrier
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7.00% |
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Day Count Convention:
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Actual / Actual |
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Calculation Agent:
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AIG Financial Products Corp. (AIG-FP) |
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Examples of Calculation of Interest Rate:
Example 1: Assuming that, during a 91-day Interest Accrual Period commencing on or after August 1,
2008 and ending prior to August 1, 2022, the value of 6m USD LIBORREF is greater than
0.00% and less than or equal to 7.00% on every calendar day in the applicable Interest Accrual
Period, on the applicable Interest Payment Date, the Interest Rate per annum for the applicable
Interest Accrual Period would be 9.00% calculated as follows: 9.00% x 91/91 = 9.00% per annum.
Example 2: Assuming that, during a 91-day Interest Accrual Period commencing on or after August 1,
2008 and ending prior to August 1, 2022, the value of 6m USD LIBORREF is less than or
equal to 0.00% or greater than 7.00% on every calendar day in the applicable Interest Accrual
Period, on the applicable Interest Payment Date, the Interest Rate per annum for the applicable
Interest Accrual Period would be 0.00% calculated as follows: 9.00% x 0/91 = 0.00% per annum.
Example 3: Assuming that, during a 91-day Interest Accrual Period commencing on or after August 1,
2008 and ending prior to August 1, 2022, the value of 6m USD LIBORREF is greater than
0.00% and less than or equal to 7.00% on 50 calendar days in the applicable Interest Accrual
Period, on the applicable Interest Payment Date, the Interest Rate per annum for the applicable
Interest Accrual Period would be 4.94505% calculated as follows: 9.00% x 50/91 = 4.94505% per
annum.
RISK FACTORS
Investing in the Notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including, but not limited to, fluctuations in 6m USD
LIBORREF and other events that are difficult to predict and beyond AIGs control.
Accordingly, prospective investors should consult their financial and legal advisors as to the
risks entailed by an investment in the notes and the suitability of the notes in light of their
particular circumstances.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in the applicable LIBOR rate will
affect whether or not and the extent to which you will receive interest on the notes in any
Interest Accrual Period.
The maximum Interest Rate on the notes is, at all times, 9.00%. However, for every day during an
Interest Accrual Period on which 6m USD LIBORREF is equal to or below the Lower LIBOR
Barrier or above the Upper LIBOR Barrier, the Interest Rate for that Interest Accrual Period will
be reduced, and accordingly, your return for any Interest Accrual Period over the life of the notes
could be significantly less than maximum Interest Rate for that Interest Accrual Period. If 6m USD
LIBORREF is equal to or below the Lower LIBOR Barrier or above the Upper LIBOR Barrier
on every day in any Interest Accrual Period, the Interest Rate for that Interest Accrual Period
will be zero.
Historical performance of 6m USD LIBORREF should not be taken as an indication of the
future performance of 6m USD LIBORREF during the term of the notes.
It is impossible to predict whether 6m USD LIBORREF will increase or decrease. 6m USD
LIBORREF will be influenced by complex and interrelated political, economic, financial
and other factors; therefore, the historical performance of 6m USD LIBORREF should not
be taken as an indication of future performance thereof during the term of the notes.
Factors that may affect the level of 6m USD LIBORREF include monetary policy, interest
rate volatility, interest rate levels and the inflation rate.
Please note that historical trends are not indicative of future behavior of 6m USD
LIBORREF.
The market value of the notes may be influenced by unpredictable factors.
The market value of your notes may fluctuate between the date you purchase them and the Maturity
Date. Several factors, many of which are beyond our control, will influence the market value of
the notes. We expect that generally 6m USD LIBORREF on any day and expectations
relating to the future level of 6m USD LIBORREF will affect the market value of the
notes more than any other single factor. Other factors that may influence the market value of the
notes include:
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supply and demand for the notes, including inventory positions held by any market maker; |
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economic, financial, political and regulatory or judicial events that affect financial
markets generally; interest rates in the market generally; |
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the time remaining to maturity; |
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our right to redeem the notes; and |
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our creditworthiness and credit ratings. |
Market factors may influence whether we exercise our right to redeem the notes prior to their
scheduled maturity.
It is more likely that we will redeem the notes prior to their Stated Maturity Date to the extent
that the calculation of the Interest Rate results in an amount of interest in respect of the notes
greater than that for instruments of a comparable maturity and credit rating trading in the market.
If we redeem the notes prior to their Stated Maturity Date, you may be unable to invest in
securities with similar risk and yield as the notes and replacement investments may be more
expensive than your investment in the notes. Your ability to realize market value appreciation and
any interest is limited by our right to redeem the notes prior to their scheduled maturity.
There may not be an active trading market in the notes and sales prior to maturity may result in
losses.
There may be little or no secondary market for the notes. We do not intend to list the notes on
any stock exchange or automated quotation system, and it is not possible to predict whether a
secondary market will develop for the notes. Even if a secondary market for the notes develops, it
may not provide significant liquidity or result in trading of notes at prices advantageous to you.
Sales in the secondary market may result in significant losses. The Agent currently intends to act
as market maker for the notes, but it is not required to do so, and may stop doing so at any time.
We expect there will be little or no liquidity in the notes. The prices that may be offered in the
secondary market for the notes will be discounted to reflect hedging and other costs and, among
other things, changes of and volatility in interest rates in the market.
The inclusion of compensation and projected profits from hedging in the original issue price is
likely to adversely affect secondary market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which
we, any of our affiliates or any market maker are willing to purchase the notes in secondary market
transactions will likely be lower, and may be materially lower, than the price at which we sold the
notes to the Agent. In addition, any such prices may differ from values determined by pricing
models used by us or any of our affiliates or any market maker as a result of dealer discounts,
mark-ups or other transactions.
We may have conflicts of interests arising from our relationships with the Calculation Agent.
You should be aware that AIG-FP, our subsidiary, in its capacity as Calculation Agent for the
notes, is under no obligation to take your interests into consideration in determining the number
of days on which interest will accrue, and is only required to act in good faith and in a
commercially reasonable manner. AIG-FP as Calculation Agent will, among other things, also
determine the applicable Interest Rate payment to be made on the notes. Because these
determinations by the Calculation Agent will affect the interest payments and the payment at
maturity on the notes, conflicts of interest may arise in connection with its performance of its
role as Calculation Agent.
ERISA CONSIDERATIONS
The notes may not be purchased or held by any employee benefit plan or other plan or account that
is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) or Section
4975 of the Code (each, a plan), or by any entity whose underlying assets include plan assets
by reason of any plans investment in the entity (a plan asset entity), unless in each case the
purchaser or holder is eligible for exemptive relief from the prohibited transaction rules of ERISA
and Section 4975 of the Code under a prohibited transaction class exemption issued by the
Department of Labor or another applicable statutory or administrative exemption. Each purchaser or
holder of the notes will be deemed to represent that either (1) it is not a plan or plan asset
entity and is not purchasing the notes on behalf of or with plan assets or (2) with respect to the
purchase and holding, it is eligible for relief under a prohibited transaction class exemption or
other applicable
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statutory or administrative exemption from the prohibited transaction rules of ERISA and Section
4975 of the Code. The foregoing supplements the discussion under ERISA Considerations in the base
prospectus dated July 24, 2006.
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the notes to our subsidiary AIG-FP or certain
of its subsidiaries for use for general corporate purposes.
HISTORICAL INFORMATION ON 6M USD LIBORREF
The following graph sets forth the historical levels of 6m USD LIBORREF for the years
indicated. You should not take the past performance of 6m USD LIBORREF as an indication
of future performance.
Source: Bloomberg L.P.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
For the reasons described below, we believe that the notes should be characterized as variable
rate notes for U.S. federal income tax purposes and we intend to treat the notes as such. For a
summary of the material U.S. federal income tax consequences of owning variable rate notes, please
see the description under the heading United States Taxation United States Holders Original
Issue Discount Variable Rate Notes in the accompanying prospectus supplement.
This conclusion is based on our judgment that (i) the initial rate of 9% is a reasonable
approximation of the amount of interest that would have been payable on the notes had the rate for
the initial period been determined using the interest rate formula in effect for the period from
and including August 1, 2008 to August 1, 2022 and (ii) there is no front-loading or
back-loading of interest.
Under the applicable U.S. Treasury Regulations governing original issue discount on debt
instruments, a debt instrument is a variable rate note if it provides for interest at an
objective rate (that is, a rate determined using a single interest rate formula based on
objective financial or economic information), unless the notes are reasonably expected to provide
for significant front-loading or back-loading of interest. We believe that, although the
applicable U.S. Treasury Regulations are not entirely clear, the existence of our option to call
the notes should be taken into account in determining whether the notes are reasonably expected to
provide for significant front-loading or back-loading of interest. Taking into account that
option, we do not expect there to be significant front-loading or back-loading of interest
payments on the notes, and the notes would qualify as variable rate notes.
You should be aware that our expectations regarding front-loading and back-loading of
interest are only applicable for purposes of determining the tax treatment of your notes. We are
not making any representation or prediction regarding the actual amount of interest that may be
payable on your note, and we are under no obligation to call or to refrain from calling, and we are
not making any promise or representation that we will call or will refrain from calling, the notes
prior to their final maturity date.
GENERAL INFORMATION
The information in this Pricing Supplement, other than the information regarding the initial public
offering price, the net proceeds to the issuer, the identities of the initial purchasers or agents,
the information under Examples of Calculation of Interest Rate, Certain U.S. Federal Income Tax
Consequences, ERISA Considerations and Risk Factors above, and the following two paragraphs,
will be incorporated by reference into the Global Security representing all the Medium-Term Notes,
Series AIG-FP.
We are offering notes on a continuing basis through AIG Financial Securities Corp., ABN AMRO
Incorporated, Banca IMI S.p.A., Banc of America Securities LLC, Barclays Capital Inc., Bear,
Stearns & Co. Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Capital Markets,
Inc., Calyon Securities (USA) Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC, Daiwa Securities America Inc., Daiwa Securities SMBC Europe Limited, Deutsche Bank Securities
Inc., Goldman, Sachs & Co., Greenwich Capital Markets, Inc., HSBC Securities (USA) Inc., J.P.
Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Morgan Stanley & Co.
Incorporated, RBC Capital Markets Corporation, Santander Investment Securities Inc., Scotia Capital
(USA) Inc., SG Americas Securities, LLC, TD Securities (USA) LLC, UBS Securities LLC, and Wachovia
Capital Markets, LLC, as agents, each of which has agreed to use its best efforts to solicit offers
to purchase notes. We may also accept offers to purchase notes through other agents. See Plan of
Distribution in the accompanying prospectus supplement. To date, including the notes described by
this pricing supplement, we have accepted offers to purchase approximately $4 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $407,317,000 aggregate principal amount (or its
equivalent in one or more foreign currencies) of Series AIG-FP notes.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the notes or determined if the prospectus, the prospectus supplement or
this pricing supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
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