Fitch Expects to Rate AIG's New Sr. Unsecured Notes 'BBB+(Exp)'

CHICAGO--(BUSINESS WIRE)-- Fitch Ratings expects to assign a rating of 'BBB+(Exp)' to American International Group, Inc.'s (AIG) $1.5 billion issuance of 3.3% senior notes due 2021. Proceeds from this new issue will be used for general corporate purposes, including the funding of the proposed tender offer that was announced today.

KEY RATING DRIVERS

This new issue is rated equivalent to the ratings of AIG's existing senior debt. Financial leverage as measured by the ratio of financial debt and preferred securities to total capital (excluding operating debt and the impact of FAS 115) was approximately 18% at year-end 2015, up from 16.5% at year-end 2014. Pro forma financial leverage adjusting for the new issuance and the tender of $1 billion of currently outstanding debt will increase modestly to approximately 19%, which remains below management's target leverage ratio of 20%-25%.

Fitch affirmed the ratings of AIG and its insurance operating subsidiaries and revised the Outlook to Stable from Positive on Jan. 26, 2016.

RATING SENSITIVITIES

Key triggers that could lead to an upgrade include:

--Successful completion of pending strategic actions and greater certainty that the corporate and operating structure is in place for the longer term, and further meaningful restructuring actions are unlikely;

--A shift to sustainable property/casualty segment underwriting profitability, with demonstration of greater loss reserve stability or reserve redundancies;

--Improvement in GAAP earnings to a level consistent with interest coverage at 10x or above;

--While achieving the above, maintenance of financial leverage and risk-based capital at the company's insurance subsidiaries remaining within newly revised targeted levels.

Key triggers that could lead to a downgrade include:

--Increase in financial leverage to above 25%, or an increase in the TFC ratio to above 0.7x from 0.5 currently;

--Significant reductions in debt servicing capacity from holding company assets and available dividends from subsidiaries to a level below 4.5x annual interest on financial debt;

--Large underwriting losses and/or further material reserve volatility of the company's non-life insurance subsidiaries;

--Sharp deterioration in the company's domestic life subsidiaries' profitability trends;

--Material declines in risk-based capital ratios at either the domestic life insurance or the non-life insurance subsidiaries.

FULL LIST OF RATING ACTIONS

Fitch expects to assign the following rating:

American International Group, Inc.

--USD1.5 billion 3.3% senior unsecured notes due 2021 at 'BBB+(Exp)'.

Fitch currently rates the following AIG entities with a Stable Rating Outlook:

American International Group, Inc.

--Long-term IDR at 'A-';

--Various senior unsecured note issues at 'BBB+';

--EUR42.24 million of 6.797% senior unsecured notes due Nov. 15, 2017 at 'BBB+';

--GBP100.2 million of 6.765% senior unsecured notes due Nov. 15, 2017 at 'BBB+';

--USD1 billion of 2.3% senior unsecured notes due July 16, 2019 at 'BBB+';

--USD638.4 million of 3.375% senior unsecured notes due Aug. 15, 2020 at 'BBB+';

--USD708 million of 6.4% senior unsecured notes due Dec. 15, 2020 at 'BBB+';

--USD1.5 billion of 4.875% senior unsecured notes due June 2022 at 'BBB+';

--USD1 billion of 4.125% senior unsecured notes due Feb. 15, 2024 at 'BBB+';

--USD1.25 billion of 3.75% senior unsecured notes due July 10, 2025 at 'BBB+';

--USD1.2 billion of 3.875% senior unsecured notes due Jan. 15, 2035 at 'BBB+';

--USD500 million of 4.7% senior unsecured notes due July 10, 2035 at 'BBB+';

--USD1 billion of 6.25% senior unsecured notes due May 1, 2036 at 'BBB+';

--USD243.43 million of 6.820% senior unsecured notes due Nov. 15, 2037 at 'BBB+';

--USD 2.25 billion of 4.5% senior unsecured notes due July 16, 2044 at 'BBB+';

--USD350 million of 4.35% senior unsecured notes due March 20, 2045 at 'BBB+';

--USD750 million of 4.8% senior unsecured notes due July 10, 2045 at 'BBB+';

--USD290 million of 4.9% senior unsecured notes due July 17, 2045 at 'BBB+';

--USD800 million of 4.375% senior unsecured notes due Jan. 15, 2055 at 'BBB+';

--USD20.3 million of 5.60% senior unsecured notes due July 31, 2097 at 'BBB+';

--EUR12.85 million of 8.00% series A-7 junior subordinated debentures due May 22, 2038 at 'BBB-';

--USD607.17 million of 8.175% series A-6 junior subordinated debentures due May 15, 2058 at 'BBB-';

--GBP88.2 million of 5.75% series A-2 junior subordinated debentures due March 15, 2067 at 'BBB-';

--EUR162.6 million of 4.875% series A-3 junior subordinated debentures due March 15, 2067 at 'BBB-';

--GBP5.6 million of 8.625% series A-8 junior subordinated debentures due May 22, 2068 at 'BBB-';

--USD403.18 million of 6.25% series A-1 junior subordinated debentures due March 15, 2087 at 'BBB-'.

AIG International, Inc.

--Long-term IDR at 'A-'.

AIG Life Holdings, Inc.

--Long-term IDR at 'A-';

--USD135.5 million of 7.50% senior unsecured notes due July 15, 2025 at 'BBB+';

--USD150 million of 6.625% senior unsecured notes due Feb. 15, 2029 at 'BBB+';

--USD116.4 million of 8.50% junior subordinated debentures due July 1, 2030 at 'BBB-';

--USD78.9 million of 7.57% junior subordinated debentures due Dec. 1, 2045 at 'BBB-';

--USD227.3 million of 8.125% junior subordinated debentures due March 15, 2046 at 'BBB-'.

AGC Life Insurance Company

American General Life Insurance Company

The Variable Annuity Life Insurance Company

United States Life Insurance Company in the City of New York

--IFS rating at 'A+'.

AIU Insurance Company

American Home Assurance Company

AIG Assurance Company

AIG Europe Limited

American International Overseas Limited

AIG Property Casualty Company

AIG Specialty Insurance Company

Commerce & Industry Insurance Company

Granite State Insurance Company

Illinois National Insurance Company

Insurance Company of the State of Pennsylvania

Lexington Insurance Company

National Union Fire Insurance Company of Pittsburgh, PA

New Hampshire Insurance Company

--IFS rating at 'A'.

ASIF Global Financing

--USD750 million of 6.9% senior secured notes due March 15, 2032 at 'A+'.

ASIF II

--GBP200 million of 6.375% senior secured notes due Oct. 5, 2020 at 'A+';

--USD82 million of 0% senior secured notes due Jan. 2, 2032 at 'A+'.

ASIF III Program

--GBP350 million of 5.375% senior secured notes due Oct. 14, 2016 at 'A+';

--GBP250 million of 5% senior secured notes due Dec. 18, 2018 at 'A+';

--EUR200 million of 1.66% senior secured notes due Dec. 20, 2024 at 'A+'.

Additional information is available on www.fitchratings.com.

Applicable Criteria

Insurance Rating Methodology (pub. 16 Sep 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=871172

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=999884

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=999884

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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View source version on businesswire.com: http://www.businesswire.com/news/home/20160223006997/en/

Fitch Ratings
Primary Analyst
James B. Auden, CFA
Managing Director
+1-312-368-3146
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Tana M. Higman
Director
+1-312-368-3122
or
Committee Chairperson
Keith M. Buckley
Managing Director
+1-312-368-3211
or
Media Relations:
Hannah James, +1-646-582-4947
[email protected]

Source: Fitch Ratings

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