Obligation AIG 3.375% ( US026874CX31 ) en USD

AIG

100 % ⇌

Etats-unis

US026874CX31 ( en USD )

3.375% par an ( paiement semestriel )

15/08/2020 - Obligation échue

Prospectus brochure de l'obligation American International Group US026874CX31 en USD 3.375%, échue

026874CX3

American International Group (AIG) est une société d'assurance et de gestion de placements multinationale américaine offrant une large gamme de produits et services d'assurance, notamment des assurances dommages, accidents, vie et retraite, ainsi que des services de gestion d'actifs.

L'Obligation émise par AIG ( Etats-unis ) , en USD, avec le code ISIN US026874CX31, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2020

Prospectus Supplement
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424B2 1 d580343d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee (1)(2)
3.375% Notes Due 2020

$1,000,000,000

$136,400
Total

$1,000,000,000

$136,400

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended (the "Securities Act").
(2)
A registration fee of $136,400 has been paid with respect to this offering.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-182469

Prospectus Supplement
(To Prospectus dated June 29, 2012)
$1,000,000,000

3.375% Notes Due 2020

We are offering $1,000,000,000 principal amount of our 3.375% Notes due 2020 (the "Notes").
The Notes will bear interest at the rate of 3.375% per annum, accruing from August 9, 2013 and payable semi-annually in arrears on each February 15 and
August 15, beginning on February 15, 2014 (long first coupon). The Notes will mature on August 15, 2020. The Notes will be sold in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
We may redeem some or all of the Notes at any time at the redemption price described under "Description of the Notes -- Optional 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 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-4 of this prospectus supplement, Part II, Item 1A. of American International Group, Inc.'s ("AIG") Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2013 and Part I, Item 1A. of AIG's Annual Report on Form 10-K for the fiscal year ended December 31,
2012.
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.

Per Note

Total

Initial public offering price

99.975%(1)
$999,750,000
Underwriting discount and commissions

0.400%
$ 4,000,000
Proceeds, before expenses, to AIG

99.575%

$995,750,000
(1) Plus interest accrued on the Notes from August 9, 2013, if any.

The underwriters expect to deliver the 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, société anonyme, on or about August 9, 2013.
Joint Book-Running Managers

Citigroup
HSBC
US Bancorp
Wells Fargo Securities

Co-Managers

Mizuho Securities

Scotiabank
SMBC Nikko

Standard Chartered Bank

Junior Co-Managers

CastleOak Securities, L.P.

ING

Mischler Financial Group
PNC Capital Markets LLC

Ramirez & Co., Inc.

Siebert Capital Markets
Prospectus Supplement dated August 6, 2013.
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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 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.

TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement

S-ii
Cautionary Statement Regarding Forward-Looking Information

S-ii
Where You Can Find More Information

S-iii
Summary

S-1
Risk Factors

S-4
Use of Proceeds

S-7
Capitalization

S-8
Description of the Notes

S-9
Material United States Taxation Considerations

S-14
Underwriting

S-15
Validity of the Notes

S-21
Experts

S-21
Prospectus

Cautionary Statement Regarding Forward-Looking Information

i

Where You Can Find More Information

iii

About American International Group, Inc.

1

Risk Factors

1

Use of Proceeds

1

Description of Debt Securities AIG May Offer

2

Description of Common Stock

12

Description of Preferred Stock and Depositary Shares AIG May Offer

16

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

18

Legal Ownership and Book-Entry Issuance

21

Material United States Taxation Considerations

27

Employee Retirement Income Security Act

48

Validity of the Securities

50

Experts

50

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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.
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 "believe," "anticipate," "expect," "intend,"
"plan," "view," "target" or "estimate." These projections, goals, assumptions and statements may address, among other things:
·
the monetization of AIG's interests in International Lease Finance Corporation ("ILFC"), including whether AIG's proposed sale of up to 90 percent of ILFC will
be completed and if completed, the timing and final terms of such sale;
·
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 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.

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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;
·
the occurrence of catastrophic events, both natural and man-made;
·
significant legal proceedings;
·
the timing and applicable requirements of any new regulatory framework to which AIG is subject as a savings and loan holding company, as a systemically
important financial institution and as a global systemically important insurer;
·
concentrations in AIG's investment portfolios;
·
actions by credit rating agencies;
·
judgments concerning casualty insurance underwriting and insurance liabilities;
·
judgments concerning the recognition of deferred tax assets; and
·
such other factors discussed throughout the "Risk Factors" section of this prospectus supplement, throughout Part I, Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors of AIG's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2013, throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of AIG's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2013, and throughout Part II, Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations and in Part I, Item 1A. Risk Factors of AIG's Annual Report on Form 10-K for the year ended December 31, 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.
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.
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 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-3 relating to the Notes. This prospectus supplement is part of the registration statement and does
not contain all the information in the registration

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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, 2012 filed on February 21, 2013.

(2)
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 filed on May 2, 2013 and Quarterly Report on Form 10-Q for the quarterly

period ended June 30, 2013 filed on August 5, 2013.

(3)
The definitive proxy statement on Schedule 14A filed on April 4, 2013.

(4)
Current Reports on Form 8-K filed on January 9, 2013, January 24, 2013, February 19, 2013, February 21, 2013, March 1, 2013, March 8,

2013, March 13, 2013, March 19, 2013, March 27, 2013, April 4, 2013, May 2, 2013, May 3, 2013, May 13, 2013, May 15, 2013, May 31, 2013, June 5,
2013, June 5, 2013, June 17, 2013, July 9, 2013, August 1, 2013 and August 1, 2013.
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, 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 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.

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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 II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, Part I,
Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012, and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus, which are described under "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 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 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 December 9, 2012, AIG, AIG Capital Corporation ("Seller"), a wholly-owned direct subsidiary of AIG and the sole shareholder of ILFC, and Jumbo
Acquisition Limited ("Purchaser") entered into a definitive agreement (the "Share Purchase Agreement") for the sale of 80.1 percent of the common stock of ILFC
for approximately $4.2 billion in cash (the "ILFC Transaction"). The Share Purchase Agreement permits the Purchaser to elect to purchase an additional 9.9
percent of the common stock of ILFC for $522.5 million (the "Option"). On June 15, 2013, AIG, Seller and Purchaser entered into an amendment (the
"Amendment") to the Share Purchase Agreement, as amended by Amendment No. 1, dated May 10, 2013. The Amendment extended to July 31, 2013, the date on
which any of AIG, Seller or Purchaser may terminate the Share Purchase Agreement, as amended, if the closing of the ILFC Transaction has not yet occurred.
Under the Amendment, AIG and Seller may pursue (but not enter into definitive documentation for, or consummate) other offers for ILFC and may continue to
pursue (but not engage in widespread solicitation of orders for, or request effectiveness of) the alternative of a public offering.
On July 15, 2013, the Purchaser delivered notice that it intended to exercise the Option, raising the size of the total purchase to 90 percent of the common
stock of ILFC.
As of August 5, 2013, the closing of the ILFC Transaction has not occurred. As a result, no assurance can be given that the Share Purchase Agreement will
not be terminated.

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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
$1,000,000,000 principal amount of 3.375% Notes due 2020 (the "Notes")

Maturity Date
The Notes will mature on August 15, 2020.

Interest Rate and Payment Dates
The Notes will bear interest at the rate of 3.375% per annum payable semi-annually in arrears on
each February 15 and August 15, beginning on February 15, 2014 (long first coupon), and ending at
maturity.

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."

Optional Redemption
We may redeem the Notes, in whole or in part, at any time at our option prior to maturity at a price
equal to the greater of (i) the principal amount thereof and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest in respect of the Notes to be redeemed
discounted to the date of redemption as described under "Description of the Notes -- Optional
Redemption," plus, in each case, accrued and unpaid interest to but excluding the date of the
redemption.

Covenants
The terms of the Notes and the indenture governing the 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;

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· 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; or

· enter into transactions with related parties.

Use of Proceeds
Net proceeds to us will be approximately $995,250,000 after deducting 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, which are currently expected to include the retirement
of our debt. See "Use of Proceeds."

Further Issuances
We may create and issue further notes ranking equally and ratably with the Notes in all respects, on
the same terms and conditions (except that the issue price and issue date may vary), so that such
further notes will constitute and form a single series with the Notes being offered by this prospectus
supplement.

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 the 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, Part II, Item 1A. of AIG's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2013 and Part I, Item 1A. of AIG's Annual Report on
Form 10-K for the year ended December 31, 2012, before purchasing any Notes.

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RISK FACTORS
An investment in the Notes involves certain risks. You should carefully consider the risks described below, in Part II, Item 1A. of AIG's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2013 and in Part I, Item 1A. of AIG's Annual Report on Form 10-K for the year ended December 31, 2012, 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 shall 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 the 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 Debt Indenture" in the
accompanying prospectus) under which the 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; or
·
enter into transactions with related parties.
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

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