Bond AIG Inc. 6.82% ( US026874CW57 ) in USD

AIG Inc.

100 % ▼

United States

US026874CW57 ( in USD )

6.82% per year ( payment 2 times a year)

14/11/2037

Prospectus brochure of the bond American International Group Inc US026874CW57 en USD 6.82%, maturity 14/11/2037

150 000 USD

177 025 000 USD

026874CW5

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/11/2025 ( In 126 days )

American International Group, Inc. (AIG) is a global insurance and investment management company offering a wide range of insurance products and services to individuals and businesses worldwide.

The Bond issued by AIG Inc. ( United States ) , in USD, with the ISIN code US026874CW57, pays a coupon of 6.82% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/11/2037

The Bond issued by AIG Inc. ( United States ) , in USD, with the ISIN code US026874CW57, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by AIG Inc. ( United States ) , in USD, with the ISIN code US026874CW57, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus
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424B3 1 d384252d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-183034

Offer to Exchange up to
$256,161,000 Registered 6.820% Dollar Notes due November 15, 2037 For Any and All
Outstanding 6.820% Dollar Notes due November 15, 2037
247,599,000 Registered 6.797% Euro Notes due November 15, 2017 For Any and All
Outstanding 6.797% Euro Notes due November 15, 2017
£662,222,000 Registered 6.765% Sterling Notes due November 15, 2017 For Any and
All Outstanding 6.765% Sterling Notes due November 15, 2017

THIS EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 25,
2012, UNLESS EXTENDED BY US

We are offering to exchange (the "exchange offer") up to $256,161,000 aggregate principal amount of our registered 6.820%
Dollar Notes due November 15, 2037 (the "New Dollar Notes") for an equivalent principal amount of our outstanding, unregistered
6.820% Dollar Notes due November 15, 2037 (the "Old Dollar Notes") that you now hold, 247,599,000 aggregate principal amount
of our registered 6.797% Euro Notes due November 15, 2017 (the "New Euro Notes") for an equivalent principal amount of our
outstanding, unregistered 6.797% Euro Notes due November 15, 2017 (the "Old Euro Notes") that you now hold, and £662,222,000
aggregate principal amount of our registered 6.765% Sterling Notes due November 15, 2017 (the "New Sterling Notes") for an
equivalent principal amount of our outstanding, unregistered 6.765% Sterling Notes due November 15, 2017 (the "Old Sterling
Notes") that you now hold. We refer to the New Dollar Notes, New Euro Notes and New Sterling Notes collectively as the "New
Notes" and refer to the Old Dollar Notes, Old Euro Notes and Old Sterling Notes collectively as the "Old Notes."
The terms of the New Dollar Notes, New Euro Notes and New Sterling Notes are substantially identical to the terms of the
Old Dollar Notes, Old Euro Notes and Old Sterling Notes, respectively, except that the New Notes have been registered under the
Securities Act of 1933 (the "Securities Act"), and the transfer restrictions, registration rights and additional interest provisions
currently applicable to the Old Notes do not apply to the New Notes. For a more detailed description of the New Notes, see
"Description of the Notes" beginning on page 24.
AIG intends to apply to the Irish Stock Exchange Limited (the "ISE") for the New Euro Notes and the New Sterling Notes to
be admitted to the Official List and traded on its regulated market, as the Old Euro Notes and Old Sterling Notes are. We do not
intend to list the New Dollar Notes on any securities exchange or automated quotation system.

Investing in the New Notes involves certain risks. See "Risk Factors" referred to on page 8 of this prospectus,
Item 1A. of Part II of AIG's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 and Item 1A. of
Part I of AIG's Annual Report on Form 10-K (as amended) for the fiscal year ended December 31, 2011 to read about certain
factors you should consider before acquiring any New Notes.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

Page
CAUTIONARY STATEMENT REGARDING PROJECTIONS AND OTHER INFORMATION ABOUT FUTURE EVENTS
ii

WHERE YOU CAN FIND MORE INFORMATION

iii
PROSPECTUS SUMMARY

1

RISK FACTORS

8

USE OF PROCEEDS

11
RATIO OF EARNINGS TO FIXED CHARGES

11
THE EXCHANGE OFFER

12
DESCRIPTION OF THE NOTES

24
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

41
BENEFIT PLAN INVESTOR CONSIDERATIONS

42
PLAN OF DISTRIBUTION

43
NOTICE TO CERTAIN NON-U.S. HOLDERS

45
VALIDITY OF THE NEW NOTES

49
EXPERTS

49
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to the "Company",
"AIG", "we", "our", "us" and similar references mean American International Group, Inc. and its subsidiaries.
We are incorporating by reference into this document important business and financial information that is not included in or
delivered with this document. This information is available without charge to you upon written or oral request. Requests should be
directed to AIG's Investor Relations Department, 180 Maiden Lane, New York, New York 10038, telephone 212-770-6293. In order
to obtain timely delivery, requests must be made no later than five business days before the expiration date. See "Where You Can Find
More Information" for further information.
AIG is responsible only for the information contained in this prospectus, any related free writing prospectus issued or
authorized by AIG and the documents incorporated by reference in this prospectus. AIG has not authorized anyone to provide
you with any other information, and AIG takes no responsibility for any other information that others may give you. AIG is
offering to exchange only the 6.820% Dollar Notes due November 15, 2037, 6.797% Euro Notes due November 15, 2017 and
6.765% Sterling Notes due November 15, 2017 and only under the circumstances and in jurisdictions where it is lawful to do
so. The information contained in this prospectus and in the documents incorporated herein by reference is accurate only as of
the date on the front cover of those documents, regardless of the time of those documents or any sale of the securities.
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CAUTIONARY STATEMENT REGARDING PROJECTIONS AND OTHER INFORMATION ABOUT FUTURE EVENTS
This prospectus and other publicly available documents, including the documents incorporated herein by reference, may
include, and AIG's officers and representatives may from time to time make, projections, goals, assumptions and statements regarding
financial information and statements concerning future economic performance and events, plans and objectives relating to asset
dispositions, liquidity, collateral posting requirements, management, operations, products and services, and assumptions underlying
these projections and statements. These projections, goals, assumptions and statements are not historical facts but instead represent
only AIG's belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG's control. These
projections, goals, assumptions and statements may address, among other things:

·

the timing of the disposition of the ownership position of the United States Department of the Treasury ("Treasury") in

AIG;

·

the monetization of AIG's interests in International Lease Finance Corporation ("ILFC");

·

AIG's exposures to subprime mortgages, monoline insurers, the residential and commercial real estate markets, state

and municipal bond issuers and sovereign bond issuers;

·

AIG's exposure to European governments and European financial institutions;

·

AIG's strategy for risk management;

·

AIG's ability to retain and motivate its employees;

·

AIG's generation of deployable capital;

·

AIG's return on equity and earnings per share long-term aspirational goals;

·

AIG's strategies to grow net investment income, efficiently manage capital and reduce expenses;

·

AIG's strategies for customer retention, growth, product development, market position, financial results and reserves;

and

·

the revenues and combined ratios of AIG's subsidiaries.
It is possible that AIG's actual results and financial condition will differ, possibly materially, from the results and financial
condition indicated in these projections, goals, assumptions and statements. Factors that could cause AIG's actual results to differ,
possibly materially, from those in the specific projections, goals, assumptions and statements include:

·

actions by credit rating agencies;

·

changes in market conditions;

·

the occurrence of catastrophic events;

·

significant legal proceedings;

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·

the timing of, and the applicable requirements of, any new regulatory framework to which AIG becomes subject;

·

concentrations in AIG's investment portfolios, including its municipal bond portfolio;

·

judgments concerning casualty insurance underwriting and reserves;

·

judgments concerning the recognition of deferred tax assets;

·

judgments concerning deferred policy acquisition costs recoverability;

·

judgments concerning the recoverability of aircraft values in ILFC's fleet; and

·

such other factors as are discussed throughout Part I, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") and in Part II, Item 1A. Risk Factors of AIG's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2012 and discussed throughout Part II, Item 7. MD&A and in Part I,

Item 1A. Risk Factors of AIG's Annual Report on Form 10-K for the year ended December 31, 2011, as amended by
Amendment No. 1 and Amendment No. 2 on Form 10-K/A filed on February 27, 2012 and March 30, 2012,
respectively (collectively, the "Annual Report on Form 10-K"), and discussed throughout Exhibit 99.2, MD&A of
AIG's Current Report on Form 8-K dated May 4, 2012.
AIG is not under any obligation (and expressly disclaims any obligation) to update or alter any projections, goals,
assumptions or other statements, whether written or oral, that may be made from time to time, whether as a result of new information,
future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
AIG is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and files with the Securities and Exchange Commission (the "SEC") proxy statements, Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as required of a U.S. publicly listed company. You may read and copy any
document AIG files at the SEC's public reference room in Washington, D.C. at 100 F Street, NE, Room 1580, Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. AIG's SEC filings are also
available to the public through:

·

The SEC's website at www.sec.gov; and

·

The New York Stock Exchange, 20 Broad Street, New York, New York 10005.
AIG's common stock is listed on the New York Stock Exchange and trades under the symbol "AIG."
AIG has filed with the SEC a registration statement on Form S-4 relating to the exchange of Old Notes for New Notes. This
prospectus is part of the registration statement and does not contain all the information in the registration statement. Whenever a
reference is made in this prospectus to a contract or other document, please be aware that the reference is not necessarily complete
and that you should refer to the exhibits that are part of the registration statement for a copy of the contract or other document. You
may review a copy of the registration statement at the SEC's public reference room in Washington, D.C. as well as through the SEC's
internet site noted above.
The SEC allows AIG to "incorporate by reference" the information AIG files with the SEC (other than information that is
deemed "furnished" to the SEC) which means that AIG can disclose important information to you by referring to those documents, and
later information that AIG files with the SEC will automatically update

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and supersede that information as well as the information contained in this prospectus. AIG incorporates by reference the documents
listed below and any filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the time of initial
filing of the registration statement (or post-effective amendment) and before effectiveness of the registration statement (or
post-effective amendment), and after the date of this prospectus and until the exchange offer is completed (except for information in
these documents or filings that is deemed "furnished" to the SEC):
(1) Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012, Amendment
No. 1 on Form 10-K/A filed on February 27, 2012 and Amendment No. 2 on Form 10-K/A filed on March 30, 2012.
(2) The Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed on May 3, 2012
and the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 2, 2012.
(3) The definitive proxy statement on Schedule 14A filed on April 5, 2012, and the definitive additional
materials on Schedule 14A filed on May 10, 2012.
(4) Current Reports on Form 8-K, filed on January 11, 2012, February 23, 2012, March 5, 2012, March 6,
2012, March 8, 2012, March 13, 2012, March 13, 2012, March 22, 2012, March 22, 2012, April 10, 2012, May 3,
2012, May 4, 2012, May 10, 2012, May 10, 2012, May 16, 2012, May 24, 2012, June 21, 2012, June 29, 2012, July 11, 2012,
August 2, 2012, August 8, 2012, August 20, 2012 and August 23, 2012.
AIG will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon
his or her written or oral request, a copy of any or all of the reports or documents referred to above that have been incorporated by
reference into this prospectus excluding exhibits to those documents unless they are specifically incorporated by reference into those
documents. You can request those documents from AIG's Investor Relations Department, 180 Maiden Lane, New York, New York
10038, telephone (212) 770-6293, or you may obtain them from AIG's corporate website at www.aig.com. Except for the documents
specifically incorporated by reference into this prospectus, information contained on AIG's website or that can be accessed through
its website does not constitute a part of this prospectus. AIG has included its website address only as an inactive textual reference
and does not intend it to be an active link to its website.
In order to ensure timely delivery of the requested documents, requests should be made no later than September 18,
2012. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration
date, as extended.

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PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus and does not contain all of the information
that you should consider before participating in this exchange offer. You should read the entire prospectus, the accompanying
letter of transmittal and the documents incorporated by reference carefully.
American International Group, Inc.
AIG, a Delaware corporation, is a leading international insurance organization serving customers in more than 130
countries. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide
property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement
services in the United States. AIG's principal executive offices are located at 180 Maiden Lane, New York, New York 10038,
and its main telephone number is (212) 770-7000. AIG's internet address for its corporate website is www.aig.com. Except for
the documents referred to under "Where You Can Find More Information" in this prospectus which are specifically incorporated
by reference into this prospectus, information contained on AIG's website or that can be accessed through its website is not
incorporated into and does not constitute a part of this prospectus. AIG has included its website address only as an inactive
textual reference and does not intend it to be an active link to its website.
The Exchange Offer

The Exchange Offer
AIG is offering to exchange up to $256,161,000 aggregate principal amount of
its registered New Dollar Notes for an equivalent principal amount of its
outstanding, unregistered Old Dollar Notes, 247,599,000 aggregate principal
amount of its registered New Euro Notes for an equivalent principal amount of
its outstanding, unregistered Old Euro Notes and £662,222,000 aggregate
principal amount of its registered New Sterling Notes for an equivalent
principal amount of its outstanding, unregistered Old Sterling Notes. The New
Notes have been registered under the Securities Act.

You may tender the Old Dollar Notes only in minimum denominations of
$150,000 and integral multiples of $1,000 in excess thereof, the Old Euro Notes
only in minimum denominations of 100,000 and integral multiples of 1,000 in

excess thereof and the Old Sterling Notes in minimum denominations of
£100,000 and integral multiples of £1,000 in excess thereof (collectively,
"Authorized Denominations").

AIG will exchange all Old Notes validly offered for exchange and not validly
withdrawn. The Old Notes were issued on November 15, 2011 in a private
offering. As of the date of this prospectus, there are $256,161,000 aggregate

principal amount of Old Dollar Notes, 247,599,000 aggregate principal amount
of Old Euro Notes and £662,222,000 aggregate principal amount of Old Sterling
Notes outstanding.

You should read the discussion under the heading "The Exchange Offer" below

for further information about the exchange offer and resale of the New Notes.

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AIG has filed a registration statement to register the New Notes under the

Securities Act. AIG will not accept for exchange any Old Notes until the
registration statement has become effective under the Securities Act.

Expiration Date
11:59 p.m., New York City time, on September 25, 2012, unless AIG extends
the exchange offer.

Resale of New Notes
Based on interpretive no-action letters of the SEC staff to third parties, AIG
believes that you may offer for resale, resell and otherwise transfer the New
Notes issued pursuant to the exchange offer in exchange for the Old Notes
without compliance with the registration and prospectus delivery provisions of
the Securities Act, if you:

· are not a broker-dealer that acquired the Old Notes directly from AIG or in

market-making transactions or other trading activities;

· acquire the New Notes in the ordinary course of your business;

· are not participating, have no intention to participate and do not have an

arrangement or understanding with any person to participate in the
distribution of the New Notes; and

· are not AIG's "affiliate" as defined in Rule 405 under the Securities Act.

By tendering your Old Notes as described in the "The Exchange Offer --
Procedures for Tendering Old Notes Held through DTC" and "The Exchange
Offer -- Procedures for Tendering Old Notes Held through Euroclear or
Clearstream," you will be making a representation to this effect. If you fail to

satisfy any of these conditions, you cannot rely on the position of the SEC set
forth in the no-action letters referred to above and you must comply with all
applicable registration and prospectus delivery requirements of the Securities
Act in connection with a resale of the New Notes.

Restrictions on Sale of New Notes by Broker-
Broker-dealers that acquired the Old Notes directly from AIG, but not as a
Dealers
result of market-making activities or other trading activities, must comply with
all applicable registration and prospectus delivery requirements of the
Securities Act in connection with a resale of the New Notes.

Each broker-dealer that receives New Notes for its own account pursuant to the
exchange offer in exchange for Old Notes that it acquired as a result of market-
making or other trading activities must comply with all applicable prospectus
delivery obligations in connection with any resale of the New Notes and
provide AIG with a signed acknowledgment of compliance. By so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

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This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with a resale of New Notes received
in exchange for the outstanding Old Notes where such outstanding Old Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. We have agreed, in the exchange offer and registration

rights agreement dated November 15, 2011 and entered into in connection with
the initial issuance of the Old Notes (the "Registration Rights Agreement"), to
promptly provide such number of copies of the prospectus to each such broker-
dealer as such broker-dealer reasonably may request in the letter of transmittal
accompanying this prospectus for a period of up to 30 days after the completion
of the exchange offer.

Registration Rights
Pursuant to Registration Rights Agreement, you have the right to exchange
outstanding Old Notes that you now hold for New Notes. We intend to satisfy
this registration right by this exchange offer. The New Notes will have
substantially identical terms to the outstanding Old Notes, except the New Notes
will be registered under the Securities Act and will not have registration rights
or the related additional interest provisions. After the exchange offer is
completed, you will no longer be entitled to any exchange or registration rights
with respect to your outstanding Old Notes.

Consequences If You Do Not Exchange Your Old Old Notes that are not tendered in the exchange offer or are not accepted for
Notes
exchange will remain outstanding and continue to bear legends restricting their
transfer. You will not be able to offer or sell the Old Notes unless:

· an exemption from the requirements of the Securities Act is available to you;

or

· you sell the Old Notes outside the United States to non-U.S. persons in

accordance with Regulation S under the Securities Act.

In addition, as described above in "Registration Rights," you will no longer be

entitled to any exchange or registration rights with respect to your outstanding
Old Notes.

Conditions to the Exchange Offer
The exchange offer is subject to certain conditions, which AIG may waive, as
described below under "The Exchange Offer -- Conditions to the Exchange
Offer." These conditions include, among others, that there has not been any
change or development that in AIG's reasonable judgment materially reduces the
anticipated benefits to AIG of the exchange offer or that has had, or could
reasonably be expected to have, a material adverse effect on AIG, AIG's
businesses, condition (financial or otherwise) or prospects.

Procedures for Tendering Old Notes
The procedures for tendering Old Notes are as described below under "The
Exchange Offer -- Procedures for Tendering Old Notes Held through DTC" and
"The Exchange Offer -- Procedures for Tendering Old Notes Held through
Euroclear or Clearstream."

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Withdrawal Rights
You may withdraw your tender of Old Notes any time before the exchange offer
expires. You may also withdraw tenders of any Old Notes that have not yet been
accepted for exchange after the expiration of 40 business days from the
commencement of the exchange offer.

Tax Consequences
The exchange pursuant to the exchange offer generally will not be a taxable
event for U.S. federal income tax purposes. See "Material United States Federal
Income Tax Considerations."

Use of Proceeds
AIG will not receive any proceeds from the exchange or the issuance of New
Notes in connection with the exchange offer.

Exchange Agent
Global Bondholder Services Corporation is serving as exchange agent in
connection with the exchange offer for the Old Dollar Notes, Old Euro Notes
and Old Sterling Notes. The address and telephone number of the exchange
agent is set forth under "The Exchange Offer -- Exchange Agent."
The New Notes

Issuer
AIG

The New Notes Offered
$256,161,000 aggregate principal amount of 6.820% Dollar Notes due
November 15, 2037

247,599,000 aggregate principal amount of 6.797% Euro Notes due November

15, 2017

£662,222,000 aggregate principal amount of 6.765% Sterling Notes due

November 15, 2017

The form and terms of the New Notes of each series are identical in all material

respects to the form and terms of the Old Notes of the same series, except that:

· the New Notes will be registered under the Securities Act and therefore will
not be subject to the restrictions on transfer that apply to the Old Notes, and

the global securities representing the New Notes will not bear transfer
restriction legends;

· the New Notes will not be subject to the registration rights relating to the Old

Notes and will not contain provisions for payment of additional interest in
case of non-registration; and

· the New Notes will bear different CUSIP and ISIN numbers than the Old

Notes of the same series.

Both the Old Dollar Notes and New Dollar Notes are governed by the Indenture,

dated as of October 12, 2006, between AIG and The Bank of New York Mellon,
as trustee (the "Trustee"), as supplemented by

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