424B2
 

PRICING SUPPLEMENT NO. AIG-FP-53   FILED PURSUANT TO RULE 424(b)(2)
DATED DECEMBER 18, 2007   REGISTRATION NOS. 333-106040; 333-143992
TO PROSPECTUS DATED JULY 13, 2007    
AND PROSPECTUS SUPPLEMENT DATED JULY 13, 2007    
AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
LIBOR RANGE NOTES DUE JANUARY 9, 2023
     
Principal Amount: U.S.$2,000,000
  Issue Date: January 9, 2008
 
   
Agents’ Discount or Commission: U.S.$50,500
  Stated Maturity Date: January 9, 2023
 
   
Net Proceeds to Issuer: U.S.$1,949,500
  Interest Rate:
 
  For each Interest Accrual Period from and including the Interest Accrual Period commencing on the Issue Date to and including the Interest Accrual Period ending on January 9, 2023: 8.00% times the Interest Accrual Factor.
 
   
Interest Payment Dates: Quarterly, on each January 9, April 9, July 9 and October 9, commencing April 9, 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.
  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.
 
   
 
  For each calendar day in an Interest Accrual Period that is not a Business Day, 6m USD LIBORREF will be deemed to equal 6m USD LIBORREF as of the preceding Business Day, subject to the Reference Rate Cut-Off provision below.
 
   
Period End Dates: Quarterly, on each January 9, April 9, July 9 and October 9, commencing April 9, 2008 and ending on the Maturity Date, such dates not subject to adjustment whether or not such dates are Business Days.
  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.
 
   
 
  Reference Rate Cut-Off: Beginning with the Interest Accrual Period commencing on the Issue Date, 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.
 
   
Form: þ Book Entry o Certificated
  CUSIP No.: 02687QDK1
 
   
Specified Currency (If other than U.S. dollars): N/A
  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:
                 
Agent   Principal Amount            
Incapital LLC
  U.S.$2,000,000   Capacity:   o Agent   þ Principal
     
If as Agent:
  The notes are being offered at a fixed initial public offering price of ___% of principal amount.
If as Principal:
  o The notes are being offered at varying prices related to prevailing market prices at the time of resale.
 
  þ The notes are being offered at a fixed initial public offering price of 100% of principal amount.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Agent or another purchaser might be willing to purchase your notes in a secondary market transaction is expected to be lower, and could be substantially lower, than the initial public offering price of the notes. This is due to, among other things, the fact that the original public offering price of the notes included, and secondary market prices are likely to exclude, underwriting discounts paid with respect to, and the development and hedging costs associated with, the notes, as well as the projected profit included in the cost of hedging our obligations under the notes.
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 January 9, 2009 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:
     
“Following Business Day Convention”
  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.
 
   
“Maturity Date”
  The earlier of the Stated Maturity Date or a Redemption Date.
 
   
“Business Day”
  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.
 
   
“6m USD LIBORREF
  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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“London business day”
  Means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in London generally are authorized or obligated by law, regulation or executive order to close.
 
   
“Lower LIBOR Barrier”
  0.00%
 
   
“Upper LIBOR Barrier”
  6.50%
 
   
Day Count Convention:
  30/360
 
   
Calculation Agent:
  AIG Financial Products Corp. (“AIG-FP”)
Examples of Calculation of Interest Rate:
Example 1: Assuming that, during a 92-day Interest Accrual Period, the value of 6m USD LIBORREF is greater than 0.00% and less than or equal to 6.50% 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 8.00% calculated as follows: 8.00% x 92/92 = 8.00% per annum.
Example 2: Assuming that, during a 92-day Interest Accrual Period, the value of 6m USD LIBORREF is less than or equal to 0.00% or greater than 6.50% 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: 8.00% x 0/92 = 0.00% per annum.
Example 3: Assuming that, during a 92-day Interest Accrual Period, the value of 6m USD LIBORREF is greater than 0.00% and less than or equal to 6.50% on 30 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 2.6087% calculated as follows: 8.00% x 30/92 = 2.6087% 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 AIG’s 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.
The market price you may receive or be quoted for your notes on a date prior to the maturity date will be affected by important factors, including the costs of developing, hedging and distributing the notes.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Agent or another purchaser might be willing to purchase your notes in a secondary market transaction is expected to be lower, and could be substantially lower, than the original public offering price of the notes. This is due to, among other things, the fact that the original public offering price of the notes included, and secondary market prices are likely to exclude, underwriting discounts paid with respect to, and the development and hedging costs associated with, the notes, as well as the projected profit included in the cost of hedging our obligations under the notes.
The Agent is not obligated to make a market in the notes.
A trading market for the notes is not expected to develop, which may adversely affect the price you receive if you sell your notes before the maturity date.
The notes will not be listed on any futures or securities exchange, and we do not expect a trading market for the notes to develop. Although the Agent has indicated that it currently expects to bid for notes offered for sale to it by holders of the notes, it is not required to do so and may cease making those bids at any time. If a market-maker (which may be the Agent) makes a market in the notes, the price it quotes would reflect any changes in market conditions and other relevant factors. This quoted price could be higher or lower than the original public offering price of the notes. The notes are not designed to be short-term trading instruments and if you sell your notes in the secondary market prior to maturity you will not be entitled

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to principal protection or any minimum return of the principal amount of your notes sold. Accordingly, you should be able and willing to hold the notes to maturity.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in the 6m USD LIBORREF 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, 8.00%. 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.
Any decline in our credit ratings may affect the market value of your notes.
Our credit ratings are an assessment of our ability to pay our obligations, including our obligations under the notes. Consequently, actual or anticipated declines in our credit ratings may affect the market price of your notes.
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:
    supply and demand for the notes, including inventory positions held by any market maker;
 
    economic, financial, political and regulatory or judicial events that affect financial markets generally;
 
    rates in the market generally;
 
    the time remaining to maturity;
 
    our right to redeem the notes; and
 
    our creditworthiness.
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

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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.
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 plan’s 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-FP or certain of its subsidiaries for use for general corporate purposes.

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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.
(GRAPH)
Source: Bloomberg L.P. (without independent verification)

 


 

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.
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 Stated Maturity Date.
Alternatively, 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 prospectus supplement to which this pricing supplement relates. 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”, “Risk Factors”, “ERISA Considerations”, “Historical Information on 6m USD LIBORREF” and “Certain U.S. Federal Income Tax Consequences” above, and the following three 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, ANZ Securities, Inc., 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., CIBC World Markets. Corp., 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., Key Banc Capital Markets Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Mizuho International plc, Mizuho Securities USA Inc., Morgan Stanley & Co. Incorporated, National Australia Capital Markets, LLC, 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.
The Issuer has filed with the Securities and Exchange Commission a registration statement, including a prospectus, and a prospectus supplement, for the offering to which pricing supplement relates. Before you invest, you should read the

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prospectus and prospectus supplement, as well as the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
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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