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

CHICAGO--()--Fitch Ratings expects to assign a rating of 'BBB+' to American International Group, Inc.'s (AIG) $290 million issuance of 4.9% senior notes due 2045. AIG's Rating Outlook remains Positive. A complete list of outstanding ratings is provided at the end of this release.

KEY RATING DRIVERS

This new issue is rated equivalent to the ratings of AIG's existing senior debt, and was sold in the Taiwan market. AIG completed a $350 million offering of 4.35% callable notes due 2045 in Taiwan in March 2015. Proceeds from the issue will be used for general corporate purposes, which may include the retirement of debt from a recent tender offer AIG made for outstanding debt.

AIG's consolidated outstanding debt fell significantly in 2014 due to the retirement of hybrid debt, significant reductions in operating debt and the elimination of debt related to the completed sale of the International Lease Finance Corporation (ILFC) aircraft leasing operations in May 2014. At March 31, 2015, AIG's financial leverage ratio (excluding impact of FAS 115) was approximately 18%. Financial leverage is not anticipated to rise materially in 2015 from this level.

Interest expense on debt obligations has declined significantly for AIG due to significant reductions in higher coupon debt and hybrid obligations and lower coupon rates for recent financing activity. Lower interest costs, coupled with recent stable earnings for AIG's insurance operations have fostered an improvement in interest coverage levels. AIG's interest coverage ratio improved to 9.0x in 2014 from 6.7x in 2013. Coverage was 10.1X in first quarter 2015.

AIG maintains strong parent company liquidity for debt servicing needs. At March 31, 2015, holding company cash and investments totalled $11.3 billion. The company also has significant operating subsidiary dividend capacity and $4.5 billion of available capacity under existing credit facilities.

RATING SENSITIVITIES

Key triggers that could lead to an upgrade include:

--Improvement in GAAP earnings-based interest coverage to 10x or above;

--No material changes in AIG's capital structure including maintenance of financial leverage and total financing and commitments (TFC) ratio at current levels as well as risk-based capital at the company's insurance subsidiaries;

--Stable to improving overall operating earnings.

Key triggers that could lead to an upgrade in the ratings of AIG's property/casualty subsidiaries include:

--A shift to sustainable underwriting profitability, with greater loss reserve stability or reserve redundancies.

Key triggers that could lead to a return to a Stable Outlook include:

--Increase in financial leverage to above 20%, 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 6x annual interest on financial debt;

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

--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:

--USD290 million of 4.9% senior unsecured notes due 2045 'BBB+'.

Fitch currently rates the AIG entities as follows with a Positive Rating Outlook:

American International Group, Inc.

--Long-term Issuer Default Rating (IDR) 'A-';

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

--USD250 million of 2.375% subordinated notes due Aug. 24, 2015 'BBB';

--EUR61.8 million of 6.797% senior unsecured notes due Nov. 15, 2017 'BBB+';

--GBP537 million of 6.765% senior unsecured notes due Nov. 15, 2017 'BBB+';

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

--USD1 billion of 3.375% senior unsecured notes due Aug. 15, 2020 'BBB+';

--USD1.286 billion of 6.4% senior unsecured notes due Dec. 15, 2020 'BBB+';

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

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

--USD256.161 million of 6.820% senior unsecured notes due Nov. 15, 2037 'BBB+';

--EUR56.6 million of 8.00% series A-7 junior subordinated debentures due May 22, 2038 'BBB-';

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

--USD2,832.3 billion of 8.175% series A-6 junior subordinated debentures due May 15, 2058 'BBB-';

--GBP172.6 million of 5.75% series A-2 junior subordinated debentures due March 15, 2067 'BBB-';

--EUR356.2 million of 4.875% series A-3 junior subordinated debentures due March 15, 2067 'BBB-';

--GBP84.1 million of 8.625% series A-8 junior subordinated debentures due May 22, 2068 'BBB-';

--USD496.2 million of 6.25% series A-1 junior subordinated debentures due March 15, 2087 'BBB-';

--USD113.2 million of 5.60% senior unsecured notes due July 31, 2097 'BBB+'.

--USD350 million of 4.35% senior unsecured notes due 2045 'BBB+'.

AIG International, Inc.

--Long-term IDR 'A-'.

AIG Life Holdings, Inc.

--Long-term IDR 'A-';

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

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

--USD251 million of 8.50% junior subordinated debentures due July 1, 2030 'BBB-';

--USD201 million of 7.57% junior subordinated debentures due Dec. 1, 2045 'BBB-';

--USD405.9 million of 8.125% junior subordinated debentures due March 15, 2046 '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 '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 'A'.

ASIF Global Financing

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

ASIF II Program

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

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

ASIF III Program

--CHF150 million of 3% senior secured notes due Dec. 29, 2015 'A+';

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

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

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

Additional information is available on www.fitchratings.com

Applicable Criteria

Exposure Draft: Insurance Notching Criteria (Proposed Methodology Changes) (pub. 12 May 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=865576

Insurance Rating Methodology (pub. 04 Sep 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=756650

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=987305

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=987305

Endorsement Policy

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

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Contacts

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
Donald F. Thorpe
Senior Director
+1-312-606-2353
or
Media Relations:
Norma Cenizo, +54 11 5235 8105, Buenos Aires
norma.cenizo@fitchratings.com

Contacts

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
Donald F. Thorpe
Senior Director
+1-312-606-2353
or
Media Relations:
Norma Cenizo, +54 11 5235 8105, Buenos Aires
norma.cenizo@fitchratings.com