Bond AIG Inc. 5.75% ( US026874DM66 ) in USD

AIG Inc.

101.08 % ▼

United States

US026874DM66 ( in USD )

5.75% per year ( payment 2 times a year)

31/03/2048

Prospectus brochure of the bond American International Group Inc US026874DM66 en USD 5.75%, maturity 31/03/2048

026874DM6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/10/2025 ( In 81 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 US026874DM66, pays a coupon of 5.75% 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 US026874DM66, was rated Baa2 ( 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 US026874DM66, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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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)
5.750% Fixed-to-Floating Rate Series A-9 Junior Subordinated Debentures Due 2048

$750,000,000

$93,375

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
(2)
A registration fee of $93,375 has been paid with respect to this offering.

Table of Contents
Prospectus Supplement
(To Prospectus dated February 28, 2018)
$750,000,000

American International Group, Inc.
5.750% Fixed-to-Floating Rate Series A-9 Junior Subordinated Debentures Due 2048

We are offering $750,000,000 principal amount of our 5.750% Fixed-to-Floating Rate Series A-9 Junior Subordinated Debentures Due 2048 (the "Junior Subordinated
Debentures").
The Junior Subordinated Debentures will bear interest on their principal amount from the date they are issued to, but excluding April 1, 2028, or, if that date is not a Business
Day, the next Business Day at the annual rate of 5.750% of their principal amount, payable semi-annually in arrears on each April 1 and October 1, beginning on October 1, 2018.
Commencing on April 1, 2028, the Junior Subordinated Debentures will bear interest on their principal amount at an annual rate equal to three-month LIBOR plus 2.868%, payable
quarterly in arrears on each April 1, July 1, October 1, and January 1, beginning on July 1, 2028. We have the right, on one or more occasions, to defer the payment of interest on
the Junior Subordinated Debentures as described in this prospectus supplement for one or more consecutive interest periods of up to five years. Deferred interest will accrue
additional interest at an annual rate equal to the annual interest rate then applicable to the Junior Subordinated Debentures.
The principal amount of the Junior Subordinated Debentures will become due on April 1, 2048. Payment of the principal on the Junior Subordinated Debentures will be
accelerated only in the case of our bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration in the case of default in the payment of interest
on the Junior Subordinated Debentures or the performance of any of our other obligations with respect to the Junior Subordinated Debentures.
The Junior Subordinated Debentures will be sold in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We are also concurrently issuing $750,000,000 principal amount of 4.200% Notes Due 2028 and $1,000,000,000 principal amount of 4.750% Notes Due 2048. 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 4.200% Notes Due 2028 and
4.750% Notes Due 2048 and the issuance of the Junior Subordinated Debentures in this offering are not contingent upon one another.
On January 21, 2018 we entered into a definitive agreement (the "Agreement and Plan of Merger") to acquire Validus Holdings, Ltd. ("Validus"). We intend to use the net
proceeds of this offering for general corporate purposes, including funding a portion of the consideration for the acquisition of Validus. This offering is not contingent on the
consummation of the acquisition of Validus. However, we will be required to redeem the Junior Subordinated Debentures in whole at a special mandatory redemption price equal to
101% of the principal amount of the Junior Subordinated Debentures, plus accrued and unpaid interest (including compounded interest) to but excluding the date of redemption
(i) if our acquisition of Validus is not consummated on or prior to September 21, 2018 (or such later date as extended by agreement under the Agreement and Plan of Merger, the
"Walk-Away Date") or (ii) if prior to such date the Agreement and Plan of Merger for such acquisition is terminated (each, a "Special Mandatory Redemption Event"), as further
described in "Description of the Junior Subordinated Debentures--Special Mandatory Redemption."
We may redeem the Junior Subordinated Debentures in whole at any time or in part from time to time on or after April 1, 2028 at a redemption price equal to 100% of the
principal amount of the Junior Subordinated Debentures being redeemed, plus any accrued and unpaid interest (including compounded interest) to but excluding the date of
redemption as further described in "Description of the Junior Subordinated Debentures--Optional Redemption." In addition, we may redeem the Junior Subordinated Debentures in
whole, but not in part, at any time prior to April 1, 2028, within 90 days after the occurrence of a Tax Event, a Rating Agency Event or a Regulatory Capital Event at a redemption
price equal to (i) in the case of a Tax Event or Regulatory Capital Event, 100% of the principal amount of the Junior Subordinated Debentures plus accrued and unpaid interest
(including compounded interest) to but excluding the date of redemption or (ii) in the case of a Rating Agency Event, 102% of the principal amount of the Junior Subordinated
Debentures plus accrued and unpaid interest (including compounded interest) to but excluding the date of redemption. For more information and the definitions of Tax Event,
Rating Agency Event and Regulatory Capital Event, see "Description of the Junior Subordinated Debentures--Optional Redemption."
The Junior Subordinated Debentures will be our unsecured, subordinated obligations and will be junior in right of payment to all of our existing and future senior and
subordinated indebtedness. The Junior Subordinated Debentures will rank pari passu with approximately $841 million outstanding amount of our Series A-1 through A-3 and A-6
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through A-8 Junior Subordinated Debentures. The Junior Subordinated Debentures will be structurally subordinated to secured and unsecured debt of our subsidiaries, which is
significant. The Junior Subordinated Debentures will be subordinated to our indebtedness for borrowed money, including the notes being concurrently offered, but excluding (i) our
Series A-1 through A-3 and A-6 through A-8 Junior Subordinated Debentures, which rank pari passu with the Junior Subordinated Debentures, (ii) any trade accounts payable and
accrued liabilities arising in the ordinary course of business and (iii) any future debt that by its terms is not superior in right of payment. The Junior Subordinated Debentures are a
new issue of securities with no established trading market. We do not intend to apply for listing of the Junior Subordinated Debentures on any securities exchange or for inclusion
of the Junior Subordinated Debentures in any automated quotation system.
Investing in the Junior Subordinated Debentures involves risks. Before investing in any Junior Subordinated Debentures offered hereby, you should
consider carefully each of the risk factors set forth in "Risk Factors" beginning on page S-7 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 Junior Subordinated Debentures or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Junior
Subordinated

Debenture

Total

Initial Public Offering Price

100.000%(1)
$750,000,000
Underwriting Discount and Commission

1.000%

$
7,500,000
Proceeds, before expenses, to AIG

99.000%

$742,500,000

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

The underwriters expect to deliver the Junior Subordinated Debentures 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 Junior
Subordinated Debentures only in jurisdictions where offers and sales are permitted. The offer and sale of the Junior Subordinated Debentures 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 Junior Subordinated Debentures.
PRIIPs Regulation / Prospectus Directive / Prohibition of Sales to EEA Retail Investors
The Junior Subordinated Debentures 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 Junior
Subordinated Debentures or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Junior
Subordinated Debentures 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 Junior Subordinated Debentures
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 Junior Subordinated Debentures. This prospectus supplement is not a prospectus for the purposes of the Prospectus Directive.

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S-i
Table of Contents

TABLE OF CONTENTS
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-7
Use of Proceeds
S-12
Capitalization
S-13
Description of the Junior Subordinated Debentures
S-14
Certain United States Federal Income Considerations
S-24
Underwriting
S-26
Validity of the Junior Subordinated Debentures
S-33
Experts
S-33
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
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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
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;

S-iv
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Table of Contents
·
actions by credit rating agencies;

·
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
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 Junior Subordinated Debentures. 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 Junior
Subordinated Debentures 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.

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(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,
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 Junior Subordinated Debentures. 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
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The following summary contains basic information about the Junior Subordinated Debentures 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 Junior Subordinated Debentures, please refer to
the section entitled "Description of the Junior Subordinated Debentures" in this prospectus supplement and the section entitled "Description of Debt
Securities AIG May Offer" in the accompanying prospectus.

Issuer
American International Group, Inc.

Junior Subordinated Debentures Offered
$750,000,000 principal amount of 5.750% Fixed-to-Floating Rate Series A-9 Debentures
Due 2048 (the "Junior Subordinated Debentures")

Repayment of Principal
Any principal amount of the Junior Subordinated Debentures, together with accrued and
unpaid interest (including compounded interest), will be due and payable on April 1, 2048.

Interest Rate and Payment Dates
The Junior Subordinated Debentures will bear interest from and including March 26, 2018 to
but excluding April 1, 2028 at the annual rate of 5.750%, payable semi-annually in arrears on
each April 1 and October 1, beginning on October 1, 2018. The Junior Subordinated
Debentures will bear interest from and including April 1, 2028 at a rate equal to three-month
LIBOR (as defined under "Description of the Junior Subordinated Debentures--Interest")
plus 2.868%, payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each
year, beginning on July 1, 2028. We refer to each date on which interest is payable as an
"Interest Payment Date."

Option to Defer Interest Payments
We have the right, on one or more occasions, to defer the payment of interest on the Junior
Subordinated Debentures for one or more consecutive interest periods of up to five years.
Interest on unpaid interest installments on the Junior Subordinated Debentures will accrue
during the deferral period at the then applicable interest rate, compounding on each Interest
Payment Date. We currently do not intend to exercise our option to defer interest on the
Junior Subordinated Debentures.

If we defer payments of interest on the Junior Subordinated Debentures, the Junior
Subordinated Debentures will be treated as being issued with original issue discount for
United States federal income tax purposes. This means that you must include interest income
with respect to the deferred distributions on your Junior Subordinated Debentures in gross
income for United States federal income tax purposes, even though we will not make actual

payments on the Junior Subordinated Debentures during a deferral period. See "Certain
United States Federal Income Tax Consequences-- United States Holders--Interest Income"
and "--Original Issue Discount" and "Risk Factors--Deferral of interest payments will have
negative United States federal income tax consequences and is likely to adversely affect the
market price of the Junior Subordinated

S-2
Table of Contents
Debentures" for a further discussion of the federal income tax consequences of an interest
deferral.

Subordination
The Junior Subordinated Debentures will constitute one series of the junior subordinated
debentures referred to in the accompanying prospectus and will be issued by AIG under the
junior subordinated debt indenture referred to in the accompanying prospectus. The Junior
Subordinated Debentures will be unsecured and will rank pari passu with our securities
listed below (collectively, our "Outstanding Parity Securities"):

Amount
Title

Outstanding

6.25% Series A-1 Junior Subordinated Debentures due 2087

$112,560,000
5.75% Series A-2 Junior Subordinated Debentures due 2067

£58,750,000
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4.875% Series A-3 Junior Subordinated Debentures due 2067

162,650,000
8.175% Series A-6 Junior Subordinated Debentures due 2068

$437,713,000
8.00% Series A-7 Junior Subordinated Debentures due 2068

12,350,000
8.625% Series A-8 Junior Subordinated Debentures due 2068

£5,500,000

The Junior Subordinated Debentures will rank junior in payment to all of our existing and
future "Senior Debt", as defined in "Description of the Junior Subordinated Debentures--
Subordination," and will be effectively subordinated to all liabilities of our subsidiaries.
Substantially all of our existing indebtedness, other than the Outstanding Parity Securities, is

Senior Debt. See "Risk Factors--Our obligations to make payments on the Junior
Subordinated Debentures are subordinate to our payment obligations under our Senior Debt
and pari passu with the Outstanding Parity Securities and our other Pari Passu Securities."
and "Risk Factors--The Junior Subordinated Debentures will be effectively subordinated to
the obligations of our subsidiaries."

Certain Payment Restrictions Applicable to Us
During any period in which we have given notice of our election to defer interest payments
but the related deferral period has not yet commenced or a deferral period is continuing, we
and our subsidiaries generally may not make payments on or redeem or purchase our capital
stock or our debt securities or guarantees ranking pari passu with or junior to the Junior
Subordinated Debentures, subject to the exceptions described in the next paragraph and in
"Description of the Junior Subordinated Debentures--Dividend and Other Payment
Stoppages during Deferral Periods and Under Certain Other Circumstances."

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The terms of the Junior Subordinated Debentures permit us during a deferral period:

· to make any payment of current or deferred interest on our debt securities or guarantees
that rank pari passu with the Junior Subordinated Debentures upon our liquidation,

including the Outstanding Parity Securities (the "Pari Passu Securities"), so long as the
payment is made pro rata to the amounts due on Pari Passu Securities (including the
Junior Subordinated Debentures);

· to make any payment of deferred interest on Pari Passu Securities that, if not made,

would cause us to breach the terms of the instrument governing such Pari Passu
Securities; and

· to repay or redeem any Pari Passu Security so as to avoid a breach of the instrument

governing such Pari Passu Securities.

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

Special Mandatory Redemption
We will be required to redeem the Junior Subordinated Debentures in whole at a special
mandatory redemption price equal to 101% of the principal amount of the Junior
Subordinated Debentures, plus accrued and unpaid interest (including compounded interest)
to but excluding the date of redemption (i) if our acquisition of Validus is not consummated
on or prior to September 21, 2018 (or such later date as extended by agreement under the
Agreement and Plan of Merger, the "Walk-Away Date") or (ii) if prior to such date the
Agreement and Plan of Merger for such acquisition is terminated (each, a "Special
Mandatory Redemption Event"), as further described in "Description of the Junior
Subordinated Debentures--Special Mandatory Redemption." See "Risk Factors--If we do
not consummate our acquisition of Validus, all of the Junior Subordinated Debentures then
outstanding may be required to be redeemed. If the Junior Subordinated Debentures are
required to be redeemed, you may not obtain your expected return on the redeemed Junior
Subordinated Debentures."

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Optional Redemption
We may redeem the Junior Subordinated Debentures in whole at any time or in part from
time to time on or after April 1, 2028 at a redemption price equal to 100% of the principal
amount of the Junior Subordinated Debentures being redeemed, plus any accrued and unpaid
interest (including compounded interest) to but excluding the date of redemption.

In addition, we may redeem the Junior Subordinated Debentures in whole, but not in part, at
any time prior to April 1, 2028, within 90 days after the occurrence of a Tax Event, a Rating

Agency Event or a Regulatory Capital Event at a redemption price equal to (i) in the case of
a Tax Event or Regulatory Capital Event, 100% of the principal amount of the Junior
Subordinated Debentures plus accrued

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and unpaid interest (including compounded interest) to but excluding the date of redemption
or (ii) in the case of a Rating Agency Event, 102% of the principal amount of the Junior

Subordinated Debentures plus accrued and unpaid interest (including compounded interest)
to but excluding the date of redemption.

If AIG becomes subject to capital regulation and the Junior Subordinated Debentures are
included in our regulatory capital, the redemption of Junior Subordinated Debentures may be

subject to our receipt of any required prior approval from a capital regulator of AIG and to
the satisfaction of any conditions set forth in applicable capital rules and any other
regulations of such capital regulator.

For more information and the definitions of Tax Event, Rating Agency Event and Regulatory

Capital Event, see "Description of the Junior Subordinated Debentures--Optional
Redemption" in this prospectus supplement.

Events of Default
An "event of default" with respect to the Junior Subordinated Debentures shall occur only
upon certain events of bankruptcy, insolvency or receivership involving us. If an event of
default occurs and continues, the principal amount of the Junior Subordinated Debentures
will automatically become due and payable without any declaration or other action on the
part of the trustee or any holder of the Junior Subordinated Debentures.

There is no right of acceleration in the case of any payment default or other breaches of
covenants under the junior subordinated debt indenture or the Junior Subordinated
Debentures. Notwithstanding the foregoing, in the case of a default in the payment of
principal of or interest on the Junior Subordinated Debentures, including any compounded
interest (and, in the case of payment of deferred interest, such failure to pay shall have

continued for 30 calendar days after the conclusion of any deferral period), the holder of a
Junior Subordinated Debenture may, or if directed by the holders of a majority in principal
amount of the Junior Subordinated Debentures the trustee shall, subject to the conditions set
forth in the junior subordinated debt indenture, demand payment of the amount then due and
payable and may institute legal proceedings for the collection of such amount if we fail to
make payment thereof upon demand.

Use of Proceeds
Net proceeds to us will be approximately $742,150,000 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."

Concurrent Offering
Concurrently with this offering of the Junior Subordinated Debentures, AIG intends to issue
$750,000,000 principal amount of
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4.200% Notes Due 2028 and $1,000,000,000 principal amount of 4.750% Notes Due 2048
(together, the "Notes"). AIG intends to use the net proceeds from the issuance of the Notes

for general corporate purposes, including funding a portion of the consideration for the
acquisition of Validus. The issuance of the Notes and the issuance of the Junior Subordinated
Debentures in this offering are not contingent upon one another.

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

Trustee and Paying Agent
The trustee and paying agent for the Junior Subordinated Debentures is The Bank of New
York Mellon.

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

Risk Factors
Investing in the Junior Subordinated Debentures 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 Junior Subordinated Debentures.

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RISK FACTORS
An investment in the Junior Subordinated Debentures 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 Junior Subordinated Debentures. 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 Junior Subordinated Debentures could decline, or we may be unable to meet our obligations under the Junior Subordinated
Debentures, which in turn could cause you to lose all or part of your investment.
Our obligations to make payments on the Junior Subordinated Debentures are subordinate to our payment obligations under our Senior Debt
and pari passu with the Outstanding Parity Securities and our other Pari Passu Securities.
Our obligations under the Junior Subordinated Debentures are unsecured and rank junior in right of payment to all of our existing and future Senior
Debt. See "Description of the Junior Subordinated Debentures--Subordination" for the definition of Senior Debt. As of December 31, 2017, there was
approximately $24.6 billion of outstanding Senior Debt of AIG.
This means that, unless all Senior Debt is repaid in full, we cannot make any payments on the Junior Subordinated Debentures (i) if our unsecured
indebtedness for borrowed money with a principal amount in excess of $100 million is accelerated, (ii) in the event of our bankruptcy, insolvency or
liquidation or (iii) in the event of the acceleration of the Junior Subordinated Debentures.
Substantially all of our existing indebtedness, including the Notes that are being concurrently issued and other than the Outstanding Parity Securities,
is Senior Debt. The Outstanding Parity Securities will rank pari passu with the Junior Subordinated Debentures and will not constitute Senior Debt. The
terms of the junior subordinated debt indenture do not limit our ability to incur additional debt, including secured or unsecured debt.
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