424B2
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PRICING SUPPLEMENT NO. AIG-FP6
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FILED PURSUANT TO RULE 424(b)(2) |
DATED MARCH 28, 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,
CMS CURVE ACCRUAL NOTES DUE APRIL 18, 2022
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Principal Amount: U.S.$10,000,000
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Issue Date: April 18, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: April 18, 2022 |
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Net Proceeds to Issuer: U.S.$10,000,000
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Interest Rate: For the period from
and including the Issue Date to but
excluding April 18, 2008, 7.00% per
annum. |
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For the period from and including
April 18, 2008 to but excluding
April 18, 2012, the interest rate
per annum shall be determined as
follows: (i) 7.00% per annum times
(ii) N/M; 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 period from and including
April 18, 2012 to but excluding
April 18, 2017, the interest rate
per annum shall be determined as
follows: (i) 9.00% per annum times
(ii) N/M. |
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For the period from and including
April 18, 2017 to but excluding the
Maturity Date, the interest rate
per annum shall be determined as
follows: (i) 12.00% per annum times
(ii) N/M |
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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 18, April 18, July 18 and
October 18, commencing July 18, 2007
and ending on the Maturity 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. |
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Period End Dates: Quarterly, on each
January 18, April 18, July 18 and
October 18, commencing July 18, 2007
and ending on the Maturity Date, not
subject to adjustment, whether or not
such dates are U.S. Government
Securities Business Days.
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Reference Rate Cut-Off: For each
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 in respect of the fifth
U.S. Government Securities Business
Day prior to that Period End Date. |
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Reference Rate: An amount equal to 30CMS minus 2CMS;
where (i) 30CMS is the 30-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 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 30CMS 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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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QBM9 |
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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): N/A |
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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þ The notes are being offered at varying prices related to prevailing market prices at the time of resale. |
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o The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
P-2
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 5 New York Business Days, at 100% of the Principal Amount, on April 18, 2008 and on each
Interest Payment Date thereafter.
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 New York 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 New
York Business Day so, that date as adjusted will be the first following day that is a New York
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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U.S. Government Securities Business Day
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Means any day except for Saturday, Sunday, or a day on which The Bond Market 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 day
that is two U.S. Government Securities Business Days preceding 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 30CMS,
30 years, commencing on the applicable date and in a representative amount for 2-year and 30-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). |
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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) |
P-3
Examples of Calculation of Interest Rate:
Example 1: Assuming that, during a 91-day Interest Accrual Period beginning on or after April 18,
2008 and ending on or prior to April 18, 2012, the value of the Reference Rate is greater than or
equal to 0.00% 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 7.00% calculated as follows: 7.00% x 91/91 = 7.00% per annum.
Example 2: Assuming that, during a 91-day Interest Accrual Period beginning on or after April 18,
2008 and ending on or prior to April 18, 2012, the value of the Reference Rate is less than 0.00%
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: 7.00% x 0/91 = 0.00% per annum.
Example 3: Assuming that, during a 91-day Interest Accrual Period beginning on or after April 18,
2008 and ending on or prior to April 18, 2012, the value of the Reference Rate is greater than or
equal to 0.00% 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 3.85% calculated as follows: 7.00% x 50/91 = 3.85% per annum.
Example 4: Assuming that, during a 91-day Interest Accrual Period beginning on our after April 18,
2008 and ending on or prior to April 18, 2012, the value of the Reference Rate is greater than or
equal to 0.00% on 20 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 1.54% calculated as follows: 7.00% x 20/91 = 1.54% 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 the
30-year Constant Maturity Swap (CMS) Rate and 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.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in U.S. Dollar swap rates 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 (i) for any Interest Accrual Period commencing on or after April 18,
2008 and ending on or prior to April 18, 2012 is the Base Rate of 7.00% per annum, (ii) for any
Interest Accrual Period on or after April 18, 2012 and ending on or prior to April 18, 2017 is the
Base Rate of 9.00% per annum and (iii) for any Interest Accrual Period commencing on or after April
18, 2017 and ending on or prior to the Maturity Date is the Base Rate of 12.00% per annum.
However, for every day during an Interest Accrual Period on which the Reference Rate is negative,
that is, for every day on which the USD 30-year Constant Maturity Swap (CMS) Rate is less than USD
2-year CMS Rate, the applicable 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 the applicable Base Rate for that Interest Accrual Period. If the
Reference Rate is less than 0.00% (that is, if the 2-year rate is higher than the 30-year rate) on
every day in any Interest Accrual Period, the applicable Interest Rate for that Interest Accrual
Period will be zero.
Historical performance of the spread between the USD 30-year Swap Rate and the USD 2-year Swap Rate
should not be taken as an indication of the future performance of the 30-year CMS Rate and the
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 30-year CMS Rate and the 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 30-year CMS Rate and the 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 30-year CMS
Rate, the 2-year CMS Rate and the spread between the two swap rates.
P-4
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 30-Year CMS Rate and the 2-Year CMS Rate on any day and
expectations relating to the future level of the 30-Year CMS Rate and the 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. Morgan Stanley & Co. Incorporated
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.
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-FP, the Calculation Agent, 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 30-year CMS Rate or the 2-year 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
30-year CMS Rate and the 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.
P-5
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
Reference Rate or 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 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 CONSTANT MATURITY SWAP RATES
The following graphs set forth the historical spread between the 30-Year CMS Rate and the
2-Year CMS Rate and the levels of each of the 30-Year CMS Rate and the 2-Year CMS Rate for the
years indicated. You should not take the past performance of the spreads between the 30-Year CMS
Rate and the 2-Year CMS Rate as an indication of future spreads.
Historical Reference Rate
P-6
30-year CMS
2-year CMS
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
Although not entirely free from doubt, we believe 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.
P-7
This conclusion is based on our judgment that (i) the initial rate of 7% 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 April 18, 2008 to but excluding April 18, 2012 and (ii) we should apply the Option
Rule as described below to determine the maturity date of the notes and therefore the category into
which their interest rate falls.
More specifically, under the U.S. Treasury Regulations governing original issue discount on debt
instruments, for purposes of determining the yield and maturity of a debt instrument that provides
the issuer an option to call the note, an issuer is generally deemed to exercise or not exercise an
option or combination of options in a manner that minimizes the yield on the debt instrument (the
Option Rule). We believe that, although the applicable U.S. Treasury Regulations are not
entirely clear, the Option Rule should apply to notes such as these notes even though they provide
for interest based on the value of an index that changes over time. Accordingly, we believe that,
for purposes of determining the maturity date of the notes and the category of interest payable on
them, the notes should be treated as if they matured on the Interest Payment Date falling in April
2012, because electing to call the notes on that date would likely minimize the yield on the notes.
On that basis, interest on the notes would be payable at an objective rate within the meaning of
the U.S. Treasury Regulations, and the notes would qualify as variable rate notes.
You should be aware that the presumption under the Option Rule described above is only
applicable for purposes of determining the tax treatment of your notes. 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.
Alternatively, 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.
If, contrary to the presumption under the Option Rule, we do not call the notes on or before the
Interest Payment Date falling in April 2012, the notes would, under the Option Rule, solely for
purposes of determining how income should be accrued on the notes, be treated as having been
reissued on that date. The notes thereafter would be treated either as variable rate notes or as
contingent payment obligations, depending on whether or not, under the Option Rule, they should be
treated as maturing on or prior to the Interest Payment Date falling in April 2017.
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 $2.7 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $106,551,000 aggregate principal amount (or its
equivalent in one or more foreign currencies) of Series AIG-FP notes.
P-8
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.
P-9