Bond AIG Inc. 4.75% ( US026874DL83 ) in USD

Issuer AIG Inc.
Market price refresh price now   87.236 %  ▲ 
Country  United States
ISIN code  US026874DL83 ( in USD )
Interest rate 4.75% per year ( payment 2 times a year)
Maturity 31/03/2048



Prospectus brochure of the bond American International Group Inc US026874DL83 en USD 4.75%, maturity 31/03/2048


Minimal amount 2 000 USD
Total amount 1 000 000 000 USD
Cusip 026874DL8
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Next Coupon 01/10/2025 ( In 81 days )
Detailed description 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 US026874DL83, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2048

The Bond issued by AIG Inc. ( United States ) , in USD, with the ISIN code US026874DL83, 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 US026874DL83, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d549097d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-223282
CALCULATION OF REGISTRATION FEE


Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)(2)
4.200% Notes Due 2028

$750,000,000

$93,375
4.750% Notes Due 2048

$1,000,000,000

$124,500
Total

$1,750,000,000

$217,875


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
(2)
A registration fee of $217,875 has been paid with respect to this offering.
Table of Contents
Prospectus Supplement
(To Prospectus dated February 28, 2018)
$1,750,000,000


American International Group, Inc.
$750,000,000 4.200% Notes Due 2028
$1,000,000,000 4.750% Notes Due 2048


We are offering $750,000,000 principal amount of our 4.200% Notes Due 2028 (the "2028 Notes") and $1,000,000,000 principal amount of our 4.750% Notes Due 2048 (the
"2048 Notes" and, together with the 2028 Notes, the "Notes").
The 2028 Notes will bear interest at the rate of 4.200% per annum, accruing from March 26, 2018 and payable semi-annually in arrears on each April 1 and October 1,
beginning on October 1, 2018. The 2048 Notes will bear interest at the rate of 4.750% per annum, accruing from March 26, 2018 and payable semi-annually in arrears on each April
1 and October 1, beginning on October 1, 2018. The 2028 Notes will mature on April 1, 2028. The 2048 Notes will mature on April 1, 2048. The Notes will be sold in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Each series of Notes is being offered separately and not as part of a unit. The offering of each series of Notes is not cross-conditioned on the offering of the other series of
Notes. We may sell the 2028 Notes, the 2048 Notes or both. We are also concurrently issuing $750,000,000 principal amount of 5.750% Fixed-to-Floating Rate Series A-9 Junior
Subordinated Debentures Due 2048 (the "Junior Subordinated Debentures"). That offering is being made by a separate prospectus supplement and is not part of the offering to
which this prospectus supplement relates. The issuance of the Junior Subordinated Debentures and the issuance of the Notes in this offering are not contingent upon one another.
We may redeem some or all of the Notes of either series at any time at the redemption price described in "Description of the Notes--Early Redemption."
The Notes will be our unsecured obligations and will rank equally with all of our other existing and future unsecured indebtedness. The Notes will be structurally subordinated
to secured and unsecured debt of our subsidiaries, which is significant. The Notes of each series are a new issue of securities with no established trading market. We do not intend
to apply for listing of the Notes on any securities exchange or for inclusion of the Notes in any automated quotation system.
Investing in the Notes involves risks. Before investing in any Notes offered hereby, you should consider carefully each of the risk factors set
forth in "Risk Factors" beginning on page S-5 of this prospectus supplement and Part I, Item 1A. of our Annual Report on Form 10-K for the
year ended December 31, 2017.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the Notes or passed upon the accuracy or adequacy
of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.



Underwriting
Initial Public
Discount and
Proceeds, before


Offering Price

Commissions
expenses, to AIG
Per 2028 Note


99.627%(1)

0.450%

99.177%
2028 Notes Total

$ 747,202,500

$ 3,375,000
$
743,827,500
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
Per 2048 Note


99.413%(1)

0.875%

98.538%
2048 Notes Total

$ 994,130,000

$ 8,750,000
$
985,380,000

(1) Plus interest accrued on the Notes from March 26, 2018, if any.


The underwriters expect to deliver each series of Notes to investors through the book-entry facilities of The Depository Trust Company and its direct participants, including
Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking S.A., on or about March 26, 2018.
Joint Book-Running Managers
BofA Merrill Lynch US Bancorp
Credit Suisse

Morgan Stanley
RBC Capital Markets
Wells Fargo Securities
Passive Book-Runners

BNP PARIBAS

HSBC

Mizuho Securities
NatWest Markets
SMBC Nikko



UniCredit Capital Markets
Co-Managers

ANZ Securities

Bank of Ireland

BBVA

CastleOak Securities, L.P.
COMMERZBANK

Commonwealth Bank of Australia

Credit Agricole CIB

Drexel Hamilton
ICBC Standard Bank

ING

Loop Capital Markets LLC

nabSecurities, LLC
Natixis

PNC Capital Markets LLC

Ramirez & Co., Inc.

Scotiabank
Siebert Cisneros Shank & Co., L.L.C.

Standard Chartered Bank

TD Securities

The Williams Capital Group, L.P.



Prospectus Supplement dated March 19, 2018.
Table of Contents
We are responsible only for the information contained in this prospectus supplement, the accompanying prospectus, any related free writing
prospectus issued or authorized by us and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not, and the underwriters have not, authorized anyone to provide you with any other information, and neither we nor the
underwriters take responsibility for any other information that others may give you. We and the underwriters are offering to sell the Notes only in
jurisdictions where offers and sales are permitted. The offer and sale of the Notes in certain jurisdictions is subject to the restrictions described
herein under "Underwriting--Selling Restrictions." The information contained in this prospectus supplement, the accompanying prospectus and
the documents incorporated herein and therein by reference is accurate only as of the date on the front of those documents, regardless of the time
of delivery of those documents or any sale of the Notes.
PRIIPs Regulation / Prospectus Directive / Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (the
"Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the Notes in any member state of the
EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the Notes. This
prospectus supplement is not a prospectus for the purposes of the Prospectus Directive.




S-i
Table of Contents
TABLE OF CONTENTS
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
Prospectus Supplement



Page
About This Prospectus Supplement
S-iii
Cautionary Statement Regarding Forward-Looking Information
S-iv
Where You Can Find More Information
S-vi
Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-8
Capitalization
S-9
Description of the Notes
S-10
Material United States Taxation Considerations
S-15
Underwriting
S-16
Validity of the Notes
S-23
Experts
S-23
Prospectus



Page
Risk Factors

ii
Cautionary Statement Regarding Forward-Looking Information

ii
Where You Can Find More Information

iv
About American International Group, Inc.


1
Use of Proceeds


1
Description of Debt Securities AIG May Offer


2
Description of Common Stock

14
Description of Preferred Stock and Depositary Shares AIG May Offer

18
Description of Warrants AIG May Offer

20
Description of Units AIG May Offer

23
Description of Purchase Contracts AIG May Offer

24
Additional Disclosures Regarding the Warrant Shares

26
Considerations Relating to Non-U.S. Dollar Debt Securities

35
Legal Ownership and Book-Entry Issuance

38
Material United States Taxation Considerations

44
Employee Retirement Income Security Act

63
Plan of Distribution

65
Validity of the Securities

65
Experts

65

S-ii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part
is the accompanying prospectus, which describes more general information regarding AIG's securities, some of which does not apply to this offering. This
prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission
(the "SEC") using the SEC's shelf registration rules. You should read both this prospectus supplement and the accompanying prospectus, together with
additional information incorporated by reference herein and therein as described under the heading "Where You Can Find More Information" in this
prospectus supplement and the accompanying prospectus.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to "AIG," "we," "us," "our" or
similar references mean American International Group, Inc. and not its subsidiaries.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you
should rely on the information set forth in this prospectus supplement. The information contained in this prospectus supplement or the accompanying
prospectus or in the documents incorporated by reference herein and therein is only accurate as of their respective dates.

S-iii
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus and other publicly available documents, including the documents incorporated herein
and therein by reference, may include, and officers and representatives of AIG may from time to time make, projections, goals, assumptions and statements
that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 include statements preceded by, followed by or
including words such as "will," "believe," "anticipate," "expect," "intend," "plan," "focused on achieving," "view," "target," "goal" or "estimate." These
projections, goals, assumptions and statements may address, among other things, AIG's:

·
exposures to subprime mortgages, monoline insurers, the residential and commercial real estate markets, state and municipal bond issuers, sovereign
bond issuers, the energy sector and currency exchange rates;

·
exposure to European governments and European financial institutions;

·
strategy for risk management;

·
actual and anticipated sales, monetizations and/or acquisitions of businesses or assets, including our ability to successfully consummate the purchase
of Validus Holdings, Ltd.;

·
restructuring of business operations, including anticipated restructuring charges and annual cost savings;

·
generation of deployable capital;

·
strategies to increase return on equity and earnings per share;

·
strategies to grow net investment income, efficiently manage capital, grow book value per common share, and reduce expenses;

·
anticipated organizational, business and regulatory changes;

·
strategies for customer retention, growth, product development, market position, financial results and reserves;

·
management of the impact that innovation and technology changes may have on customer preferences, the frequency or severity of losses and/or the
way AIG distributes and underwrites its products;

·
segments' revenues and combined ratios; and

·
management succession and retention plans.
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:

·
changes in market conditions;

·
negative impacts on customers, business partners and other stakeholders;

·
the occurrence of catastrophic events, both natural and man-made;

·
significant legal, regulatory or governmental proceedings;

·
the timing and applicable requirements of any regulatory framework to which AIG is subject, including as a global systemically important insurer
(G-SII);

·
concentrations in AIG's investment portfolios;

·
actions by credit rating agencies;

S-iv
Table of Contents
·
judgments concerning casualty insurance underwriting and insurance liabilities;

·
AIG's ability to successfully manage Legacy portfolios;

·
AIG's ability to successfully reduce costs and expenses and make business and organizational changes without negatively impacting client
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
relationships or its competitive position;

·
AIG's ability to successfully dispose of, monetize and/or acquire businesses or assets, including our ability to successfully consummate the purchase
of Validus Holdings, Ltd.;

·
judgments concerning the recognition of deferred tax assets;

·
judgments concerning estimated restructuring charges and estimated cost savings; and

·
such other factors discussed in:


·
the "Risk Factors" section of this prospectus supplement, and

·
Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in

AIG's Annual Report on Form 10-K for the year ended December 31, 2017.
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.
Unless the context otherwise requires, the term "AIG" in this "Cautionary Statement Regarding Forward-Looking Information" section means
American International Group, Inc. and its consolidated subsidiaries.

S-v
Table of Contents
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 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, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. 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-3 relating to the Notes. This prospectus supplement 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 supplement 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 and supersede that information as well as the information contained in this prospectus supplement. 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 until all the Notes to which this
prospectus supplement relates are sold or the offering is otherwise terminated (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, 2017 filed on February 16, 2018.


(2)
The definitive proxy statement on Schedule 14A filed on May 19, 2017.

(3)
Current Reports on Form 8-K filed on January 22, 2018, January 23, 2018, February 8, 2018, February 22, 2018, March 14, 2018 and March

14, 2018.
AIG will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement 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
supplement 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, 175 Water Street, 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 supplement,
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
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
supplement. 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.

S-vi
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein. As a result, it does not contain all of the information that may be important to you or that you should
consider before investing in the Notes. You should read carefully this entire prospectus supplement and the accompanying prospectus, including the
"Risk Factors" section of this prospectus supplement, Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended
December 31, 2017, and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, which are
described under the heading "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.
American International Group, Inc.
AIG, a Delaware corporation, is a leading global insurance organization. Founded in 1919, today it provides a wide range of property casualty
insurance, life insurance, retirement products, and other financial services to commercial and individual customers in more than 80 countries and
jurisdictions. Its diverse offerings include products and services that help businesses and individuals protect their assets, manage risks and provide for
retirement security. AIG's principal executive offices are located at 175 Water Street, 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 supplement and the accompanying prospectus that are specifically incorporated by reference into this prospectus
supplement and the accompanying 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 supplement or the accompanying 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.
Recent Developments
On January 21, 2018, AIG entered into a definitive agreement (the "Agreement and Plan of Merger") with Validus Holdings, Ltd. ("Validus")
and Venus Holdings Limited, a wholly owned subsidiary of AIG ("Merger Sub"), pursuant to which AIG agreed to acquire Validus. The acquisition
is structured as a reverse triangular merger in which Merger Sub will merge with and into Validus with Validus surviving the merger as a wholly
owned subsidiary of AIG. The Agreement and Plan of Merger provides for aggregate consideration of $5.56 billion in cash, subject to customary
purchase price adjustments.
The transaction is expected to close mid-2018, subject to approval by Validus shareholders and other customary closing conditions, including
regulatory approvals in relevant jurisdictions.
For more information, please refer to the text of the Agreement and Plan of Merger, which is attached as Exhibit 2.1 to our Current Report on
Form 8-K filed with the SEC on January 22, 2018.

S-1
Table of Contents
Summary of the Offering
The following summary contains basic information about the Notes and is not intended to be complete. It does not contain all of the information
that may be important to you. For a more detailed description of the Notes, please refer to the section entitled "Description of the Notes" in this
prospectus supplement and the section entitled "Description of Debt Securities AIG May Offer" in the accompanying prospectus.

Issuer
American International Group, Inc.

Notes Offered
$750,000,000 principal amount of 4.200% Notes Due 2028 (the "2028 Notes")
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2

$1,000,000,000 principal amount of 4.750% Notes Due 2048 (the "2048 Notes" and,

together with the 2028 Notes, the "Notes")

Maturity Date
The 2028 Notes will mature on April 1, 2028.


The 2048 Notes will mature on April 1, 2048.

Interest Rate and Payment Dates
The 2028 Notes will bear interest at the rate of 4.200% per annum payable semi-annually in
arrears on each April 1 and October 1, beginning on October 1, 2018.

The 2048 Notes will bear interest at the rate of 4.750% per annum payable semi-annually in

arrears on each April 1 and October 1, beginning on October 1, 2018.

Form and Denomination
The Notes will be issued in fully registered form in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Ranking
The Notes will be unsecured obligations of American International Group, Inc. and will rank
equally with all of our other existing and future unsecured indebtedness. See "Risk Factors--
The Notes are unsecured debt and will be effectively subordinated to any secured obligations
we may incur" for a further discussion of those obligations.

In addition, the Notes will be structurally subordinated to the secured and unsecured debt of
our subsidiaries, which is significant. See "Risk Factors--We and our subsidiaries have

significant leverage and debt obligations. Payments on the Notes will depend on receipt of
dividends and distributions from our subsidiaries, and the Notes will be structurally
subordinated to the existing and future indebtedness of our subsidiaries."

Early Redemption
At any time prior to January 1, 2028, in the case of the 2028 Notes, or at any time prior to
October 1, 2047, in the case of the 2048 Notes, we may redeem the Notes of that series, in
whole or in part, at any time at our option at a price equal to the greater of (i) the principal
amount thereof and (ii) the sum of the present values of the remaining

S-2
Table of Contents
scheduled payments of principal and interest in respect of the series of Notes to be redeemed
discounted to the date of redemption as described in "Description of the Notes--Early

Redemption," plus, in each case, accrued and unpaid interest to but excluding the date of the
redemption.

At any time on or after January 1, 2028, in the case of the 2028 Notes, or at any time on or
after October 1, 2047, in the case of the 2048 Notes, we may redeem the Notes of that series,

in whole or in part, at a redemption price equal to 100% of the principal amount of the series
of Notes being redeemed, plus accrued and unpaid interest to but excluding the date of
redemption.

Covenants
The terms of the Notes and the indenture governing each series of Notes limit our ability and
the ability of certain of our subsidiaries to incur certain liens without equally and ratably
securing the Notes. See "Description of the Notes--Limitation on Liens Covenant" for a
further discussion. Other than this covenant, the terms of the Notes will contain limited
protections for holders of the Notes. In particular, the Notes will not place any restrictions on
our or our subsidiaries' ability to:


· engage in a change of control transaction;

https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
· subject to the covenant discussed under "Description of the Notes--Limitation on Liens

Covenant," issue secured debt or secure existing unsecured debt;

· issue debt securities or otherwise incur additional unsecured indebtedness or other

obligations;

· purchase or redeem or make any payments in respect of capital stock or other securities

ranking junior in right of payment to the Notes;


· pay dividends;


· sell assets;


· enter into transactions with related parties; or


· conduct other similar transactions that may adversely affect the holders of the Notes.

Use of Proceeds
Net proceeds to us will be approximately $1,728,857,500 after deducting the underwriting
discounts and commissions and estimated offering expenses payable by us. We intend to use
the net proceeds from this offering for general corporate purposes, including funding a
portion of the consideration for the acquisition of Validus. See "Use of Proceeds."

Further Issuances
We may create and issue further notes ranking equally and ratably with either series of Notes
in all respects, on the same terms and conditions (except that the initial public offering price
and issue date

S-3
Table of Contents
may vary), so that such further notes will constitute and form a single series with such series

of Notes being offered by this prospectus supplement.

Concurrent Offering
Concurrently with this offering of the Notes, AIG intends to issue $750,000,000 principal
amount of 5.750% Fixed-to-Floating Rate Series A-9 Junior Subordinated Debentures Due
2048 (the "Junior Subordinated Debentures"). AIG intends to use the net proceeds from the
issuance of the Junior Subordinated Debentures for general corporate purposes, including
funding a portion of the consideration for the acquisition of Validus. The issuance of the
Junior Subordinated Debentures and the issuance of the Notes in this offering are not
contingent upon one another.

Listing
We are not applying to list the Notes on any securities exchange or to include the Notes in
any automated quotation system.

Trustee and Paying Agent
The trustee and paying agent for each series of Notes is The Bank of New York Mellon.

Governing Law
The indenture and the supplemental indentures under which the Notes are being issued and
the Notes will be governed by the laws of the State of New York.

Risk Factors
Investing in the Notes involves risks. You should consider carefully all of the information in
this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein. In particular, you should consider carefully the specific risk
factors described in "Risk Factors" in this prospectus supplement and Part I, Item 1A. of
AIG's Annual Report on Form 10-K for the year ended December 31, 2017, before
purchasing any Notes.

S-4
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
Table of Contents
RISK FACTORS
An investment in the Notes involves certain risks. You should carefully consider the risks described below and in Part I, Item 1A. of AIG's Annual
Report on Form 10-K for the year ended December 31, 2017, as well as other information included, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus, before purchasing any Notes. Events relating to any of the following risks, or other risks and uncertainties,
could seriously harm our business, financial condition and results of operations. In such a case, the trading value of the Notes could decline, or we may be
unable to meet our obligations under the Notes, which in turn could cause you to lose all or part of your investment.
The Notes are unsecured debt and will be effectively subordinated to any secured obligations we may incur.
The Notes will be our unsecured obligations and will rank effectively junior to any secured obligations we may incur, to the extent of the collateral
securing those obligations. For example, if we were unable to repay indebtedness or meet other obligations under our secured debt, the holders of that
secured debt may have the right to foreclose upon and sell the assets that secure that debt. In such an event, it is possible that we would not have sufficient
funds to pay amounts due on the Notes.
In addition, if we are declared bankrupt, become insolvent or are liquidated or reorganized, holders of our secured debt will be entitled to exercise the
remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt, and any of our secured indebtedness will
be entitled to be paid in part or in full, to the extent of our pledged assets or the pledged assets of the guarantors securing that indebtedness before any
payment may be made with respect to the Notes from such pledged assets. Secured lenders not paid in full from pledged assets may be entitled to an
unsecured claim for the balance of their debt (or such lesser amount as any applicable limited recourse may provide). Holders of the Notes will participate
ratably in our remaining assets with all holders of any unsecured indebtedness that does not rank junior to the Notes, based upon the respective amounts
owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the Notes. As a result, holders of
the Notes would likely receive less, ratably, than holders of our secured indebtedness.
The indenture relating to each series of Notes and the terms of the Notes contain limited protection for holders of the Notes.
The indenture (described further in "Description of the Notes" below and "Description of Debt Securities AIG May Offer--The Senior,
Subordinated and Junior Debt Indentures" in the accompanying prospectus) under which each series of Notes will be issued and the terms of the Notes
offer limited protection to holders of the Notes. In particular, the terms of the indenture and the terms of the Notes will not place any restrictions on our or
our subsidiaries' ability to:

·
engage in a change of control transaction;

·
subject to the covenant discussed under "Description of the Notes--Limitation on Liens Covenant," issue secured debt or secure existing unsecured
debt;

·
issue debt securities or otherwise incur additional unsecured indebtedness or other obligations;

·
purchase or redeem or make any payments in respect of capital stock or other securities ranking junior in right of payment to the Notes;

·
pay dividends;

·
sell assets;

·
enter into transactions with related parties; or

·
conduct other similar transactions that may adversely affect the holders of the Notes.

S-5
Table of Contents
Furthermore, the terms of the indenture and the terms of the Notes will not protect holders of the Notes in the event that we experience changes
(including significant adverse changes) in our financial condition or results of operations, as they will not require that we or our subsidiaries adhere to any
financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity. In addition, the Notes do not provide for a step-up in
interest on, or any other protection against, a decline in our credit ratings.
Our ability to incur additional debt and take a number of other actions that are not limited by the terms of the indenture or the Notes could negatively
affect the value of the Notes.
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


424B2
In addition, our existing credit facilities include more protections for the lenders thereunder than are available to holders of the Notes under the
indenture and the terms of the Notes. For example, subject to certain exceptions, our existing credit facilities restrict our ability and the ability of certain of
our subsidiaries to, among other things, incur certain types of liens, merge, consolidate, sell all or substantially all of our assets and engage in transactions
with affiliates. Our existing credit facilities also require us to maintain a specified total consolidated net worth and consolidated total debt to consolidated
total capitalization. If we fail to comply with those covenants and are unable to obtain a waiver or amendment, an event of default would result under our
existing credit facilities, and the lenders thereunder could, among other things, declare any outstanding borrowings under our existing credit facilities
immediately due and payable. However, because the Notes do not contain similar covenants, such events may not constitute an event of default under the
Notes and the holders of the Notes would not be able to accelerate the payment under the Notes. As a result, holders of the Notes may be effectively
subordinated to the lenders of our existing credit facilities, and to new lenders or note holders, to the extent the instruments they hold include similar
protections.
We and our subsidiaries have significant leverage and debt obligations. Payments on the Notes will depend on receipt of dividends and
distributions from our subsidiaries, and the Notes will be structurally subordinated to the existing and future indebtedness of our subsidiaries.
We are a holding company and we conduct substantially all of our operations through subsidiaries. We are also permitted, subject to certain
limitations under our existing indebtedness and limits that may be imposed by regulatory agencies, to obtain additional long-term debt and working capital
lines of credit to meet future financing needs. This would have the effect of increasing our total leverage. Furthermore, subject to the covenant discussed
under "Description of the Notes--Limitation on Liens Covenant," the indenture relating to each series of Notes does not prohibit us or our subsidiaries
from incurring additional secured or unsecured indebtedness. As of December 31, 2017, we had approximately $31.6 billion of consolidated debt
(including approximately $6.2 billion of subsidiary debt obligations not guaranteed by us). See "Capitalization" below for our outstanding debt as adjusted
to give effect to this offering and the concurrent offering of the Junior Subordinated Debentures.
We depend on dividends, distributions and other payments from our subsidiaries to fund payments on the Notes. Further, the majority of our
investments are held by our regulated subsidiaries. Our subsidiaries may be limited in their ability to make dividend payments or advance funds to us in the
future because of the need to support their own capital levels or because of regulatory limits.
Our right to participate in any distribution of assets from any subsidiary upon the subsidiary's liquidation or otherwise is subject to the prior claims of
any preferred equity interest holders and creditors of that subsidiary, except to the extent that we are recognized as a creditor of that subsidiary. To the
extent that we are a creditor of a subsidiary, our claims would be subordinated to any security interest in the assets of that subsidiary and/or any
indebtedness of that subsidiary senior to that held by us. As a result, the Notes will be structurally subordinated to all existing and future liabilities of our
subsidiaries. You should look only to the assets of American International Group, Inc. as the source of payment for the Notes, and not those of our
subsidiaries.

S-6
Table of Contents
The trading market for the Notes may be limited and you may be unable to sell your Notes at a price that you deem sufficient.
Each series of Notes being offered by this prospectus supplement and the accompanying prospectus is a new issue of securities for which there is
currently no active trading market. We do not intend to list either series of Notes on any securities exchange or include either series of Notes in any
automated quotation system. The underwriters currently intend, but are not obligated, to make a market for the Notes and may cease doing so at any time.
As a result, an active trading market may not develop for the Notes, or if one does develop, it may not be sustained. If an active trading market fails to
develop or cannot be sustained, you may not be able to resell your Notes at their fair market value or at all.
Whether or not a trading market for either series of Notes develops, neither we nor the underwriters can provide any assurance about the market price
of the Notes. Several factors, many of which are beyond our control, might influence the market value of the Notes, including:

·
our creditworthiness and financial condition (whether actual or perceived);

·
actions by credit rating agencies;

·
the market for similar securities;

·
prevailing interest rates;

·
the time remaining until the Notes mature; and

·
economic, financial, geopolitical, regulatory and judicial events that affect us, the industries and markets in which we are doing business, and the
financial markets generally.
Financial market conditions and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could
have an adverse effect on the price of the Notes, regardless of our prospects and financial performance and condition.
https://www.sec.gov/Archives/edgar/data/5272/000119312518090258/d549097d424b2.htm[3/21/2018 1:18:43 PM]


Document Outline