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PRICING SUPPLEMENT NO. AIG-FP-32
DATED SEPTEMBER 25, 2007
TO PROSPECTUS DATED JULY 13, 2007
AND PROSPECTUS SUPPLEMENT DATED JULY 13, 2007
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FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NOS. 333-106040; 333-143992 |
AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
CMS CURVE NOTES DUE OCTOBER 10, 2017
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Principal Amount: U.S.$25,000,000
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Issue Date: October 10, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: October 10, 2017 |
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Net Proceeds to Issuer: U.S.$25,000,000
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Interest Rate: For each Interest
Accrual Period in the period from and
including the Issue Date to but
excluding April 10, 2008, the
interest rate per annum shall be: |
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8.00%; |
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For each Interest Accrual Period in
the period from and including April
10, 2008 to but excluding October 10,
2017, the interest rate per annum
shall be determined as follows: |
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8.00% per annum times (ii) N/M; |
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in each case, where N is the total
number of calendar days in the
applicable Interest Accrual Period
that the Reference Rate is greater
than or equal to 0.00%; and M is
the total number of calendar days in
the applicable Interest Accrual
Period. |
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For the purpose of calculating the
value of N, for each calendar day
in an Interest Accrual Period that is
not a U.S. Government Securities
Business Day, the Reference Rate will
revert to the setting on the previous
U.S. Government Securities Business
Day, subject to the provisions set
out under Reference Rate Cut-Off
below. |
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Interest Payment Dates: Quarterly, on each January
10, April 10, July 10, and October 10, commencing
on January 10, 2008 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 Periods: The
quarterly period from and including
the Issue Date (in the case of the
first Interest Accrual Period) or
previous Period End Date, as
applicable, to but excluding the next
Period End Date. Interest shall cease
to accrue upon payment of principal
on the Notes on the Maturity Date. |
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Period End Dates: Quarterly, on each January 10,
April 10, July 10, and October 10, commencing on
January 10, 2008 and ending on the Maturity Date,
not subject to adjustment, whether or not such
dates are Business Days or U.S. Government
Securities Business Days.
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Reference Rate: An amount equal to
10CMS minus 2CMS; where (i) 10CMS
is the USD 10-year Constant Maturity
Swap rate, as published by the
Federal Reserve Board in the Federal
Reserve Statistical Release H.15 and
reported on Reuters ISDAFIX1 or any
successor page thereto at 11:00 a.m.
New York time, and (ii) 2CMS is the
USD 2-year Constant Maturity Swap
rate, as published by the Federal
Reserve Board in the Federal Reserve
Statistical Release H.15 and reported
on Reuters ISDAFIX1 or any successor
page thereto at 11:00 a.m. New York
time. If either of 2CMS or 10CMS
does not appear on Reuters Screen
ISDAFIX1 on any date, such rate for
such date shall be determined as if
the parties had specified
USD-CMS-Reference Banks (as defined
below) as the rate (or rates) that
does not appear on Reuters Screen
ISDAFIX1. |
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Reference Rate Cut-Off: Beginning
with the Interest Accrual Period
commencing on the Issue Date, for
each |
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calendar day in an Interest
Accrual period starting on, and
including, the fifth U.S. Government
Securities Business Day prior to the
Period End Date for such Interest
Accrual Period and ending on and
excluding such Period End Date, the
Reference Rate will be equal to the
Reference Rate determined on the
fifth U.S. Government Securities
Business Day prior to that Period End
Date. |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QCN6 |
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Specified Currency (If other than U.S. dollars): N/A
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Authorized Denominations: 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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Lehman Brothers Inc.
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U.S.$25,000,000
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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 April 10, 2008 and on each
Interest Payment Date thereafter to and including July 10, 2017 (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 rate 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.
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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 so, that date as adjusted will be the first following day that is a Business Day. |
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Business Day
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Means any day other than a day that (i) is a Saturday or Sunday, or (ii) is a day on which banking
institutions generally in the City of New York and London, England are authorized or obligated by
law, regulation or executive order to close. |
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U.S. Government Securities
Business Day
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Means any day except for Saturday, Sunday, or a day on which The Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in U.S. government securities. |
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USD-CMS-Reference Banks
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An interest rate determined on the basis of the mid-market semi-annual swap rate quotations
provided by the principal New York City office of each of five leading swap dealers in the New York
interbank market (the Reference Banks) at approximately 11:00 a.m., New York City time on the
applicable date; and for this purpose, the semi-annual swap rate means the mean of the bid and
offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. dollar interest rate swap transaction with a term equal to, in the case of
2CMS, 2 years, and in the case of 10CMS, 10 years, commencing on the applicable date and in a
representative amount for USD 2-year and USD 10-year CMS swap transactions, as applicable, with an
acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an
actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a designated maturity of three
months. The Calculation Agent will request the Reference Banks to provide a quotation of its rate.
If at least three quotations are provided, the rate for the applicable date will be the arithmetic
mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the lowest). If two
quotations are provided, the rate for the applicable date will be the arithmetic mean of the two
quotations. If one quotation is provided, the rate for the applicable date will be that single
quotation provided. If no quotations are provided, the rate for the applicable date will be
determined by the Calculation Agent in good faith and in a commercially reasonable manner. |
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Maturity Date
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The earlier of the Stated Maturity Date or the Redemption Date. |
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Day Count Convention:
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30/360 |
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Calculation Agent:
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AIG Financial Products Corp. |
Examples of Calculation of Interest Rate:
Example 1: Assuming the value of the Reference Rate is greater than or equal to 0.00% on every
calendar day from April 10, 2008 to July 10, 2008, on the applicable Interest Payment Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 8.00% calculated as
follows: 8.00% x 92/92 = 8.00%.
Example 2: Assuming the value of the Reference Rate is greater than or equal to 0.00% on five
calendar days from April 10, 2008 to July 10, 2008, on the applicable Interest Payment Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 0.43% calculated as
follows: 8.00% x 5/92 = 0.43%.
Example 3: Assuming the value of the Reference Rate is greater than or equal to 0.00% on 46
calendar days from April 10, 2008 to July 10, 2008, on the applicable Interest Payment Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 4.00% calculated as
follows: 8.00% x 46/92 = 4.00%.
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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 the USD
10-year Constant Maturity Swap (CMS) Rate and the USD 2-year CMS Rate, 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.
Historical performance of the spread between the USD 10-year CMS Rate and the USD 2-year CMS Rate
should not be taken as an indication of the future performance of the USD 10-year CMS Rate and the
USD 2-year CMS Rate during the term of the notes.
It is impossible to predict whether the Reference Rate will increase or decrease. The
Reference Rate will be influenced by complex and interrelated political, economic, financial and
other factors; therefore, the historical spread between the USD 10-year CMS Rate and the USD 2-year
CMS Rate should not be taken as an indication of the future performance of the spread between these
two rates during the term of the notes.
Factors that may affect the level of the USD 10-year CMS Rate and the USD 2-year CMS Rate and
the Reference Rate between them 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 the USD 10-year
CMS Rate, the USD 2-year CMS Rate and the spread between these two Rates.
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 the USD 10-year CMS Rate and the USD 2-year CMS Rate on any
day and expectations relating to the future level of the USD 10-year CMS Rate and the USD 2-year
CMS Rate 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 Reference Rate increases and 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. Lehman Brothers Inc. currently
intends to act as market makers for the notes, but they are 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.
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Trading by certain of our affiliates in the U.S. Dollar swap rate market may impair the value of
the notes.
Certain of our affiliates, including our subsidiary AIG Financial Products Corp. are active
participants in the U.S. Dollar swap rate market as dealers, proprietary traders and agents for our
customers, and therefore at any given time may be a party to one or more transactions related to
the USD 10-year CMS Rate or the USD-CMS Rate. In addition, we or one or more of our
affiliates may hedge our exposure under the notes by entering into various transactions. We may
adjust these hedges at any time and from time to time. Our trading and hedging activities or other
financial activity of ours or our affiliates may have a material adverse effect on the spread
between the USD 10-year CMS Rate and the USD 2-year CMS Rate and make it less likely that you will
receive a return on your investment in the notes. It is possible that we or our affiliates could
receive significant returns from these hedging activities while the value of or amounts payable
under the notes may decline.
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.
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 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 13, 2007.
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the notes to our subsidiary AIG
Financial Products Corp. or certain of its subsidiaries for use for general corporate purposes.
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HISTORICAL INFORMATION ON CONSTANT MATURITY SWAP RATES
The following graphs set forth the historical spread between the USD 10-Year CMS Rate and the
USD 2-year CMS Rate and the levels of each of the USD 10-Year CMS Rate and the USD 2-Year CMS Rate
for the years indicated. You should not take the past performance of the spreads between the USD
10-Year CMS Rate and the USD 2-Year CMS Rate as an indication of future spreads.
Source: Bloomberg L.P.
Source: Bloomberg L.P.
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Source: Bloomberg L.P.
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 8% 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 Interest
Accrual Period starting from and including April 10, 2008 (such approximation, a Reasonable
Approximation), and (ii) there is no significant front-loading or back-loading of interest, as
discussed below.
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, and we are not making any promise or
representation that we will call, the notes prior to their final maturity date.
P-7
Alternatively, if the initial fixed interest rate of 8% is not a Reasonable Approximation
or if the notes were found to have significant front-loading or back-loading of interest, it is
possible that your notes could be characterized as contingent
payment obligations subject to rules described under the heading United States Taxation United
States Holders Original Issue Discount Notes Subject to the Contingent Payment Obligation
Rules in the accompanying prospectus supplement. In that case, among other differences, as more
completely described in the prospectus supplement, United States Holders of the notes that
otherwise use the cash receipts and disbursements method of accounting would be required to use an
accrual method of accounting in determining their income from ownership of the notes, and gain from
a sale, redemption or exchange of the notes would be treated as ordinary income rather than capital
gain.
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.
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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