Bond AmeriGroup International 2.3% ( US026874CZ88 ) in USD

AmeriGroup International

100 % ⇌

United States

US026874CZ88 ( in USD )

2.3% per year ( payment 2 times a year)

16/07/2019 - Bond has expired

Prospectus brochure of the bond American International Group (AIG) US026874CZ88 in USD 2.3%, expired

2 000 USD

1 000 000 000 USD

026874CZ8

N/A

American International Group (AIG) is a global insurance and financial services company offering a wide range of products and services, including property and casualty insurance, life insurance, retirement products, and asset management.

The Bond issued by AmeriGroup International ( United States ) , in USD, with the ISIN code US026874CZ88, pays a coupon of 2.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/07/2019

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
424B2 1 d756616d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount of
Maximum Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)(2)
2.300% Notes due 2019

$1,000,000,000

$128,800
4.500% Notes due 2044

$1,500,000,000

$193,200
Total

$2,500,000,000

$322,000

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended (the "Securities Act").
(2) A registration fee of $322,000 has been paid with respect to this offering.
1 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-182469

Prospectus Supplement
(To Prospectus dated June 29, 2012)

We are offering $1,000,000,000 principal amount of our 2.300% Notes due 2019 (the "2019 Notes") and $1,500,000,000
principal amount of our 4.500% Notes due 2044 (the "2044 Notes" and, together with the 2019 Notes, the "Notes").
The 2019 Notes will bear interest at the rate of 2.300% per annum, accruing from July 16, 2014 and payable semi-annually in
arrears on each January 16 and July 16, beginning on January 16, 2015. The 2044 Notes will bear interest at the rate of 4.500% per
annum, accruing from July 16, 2014 and payable semi-annually in arrears on each January 16 and July 16, beginning on January 16,
2015. The 2019 Notes will mature on July 16, 2019. The 2044 Notes will mature on July 16, 2044. 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 of either series at any time at the respective redemption prices 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 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
American International Group, Inc.'s ("AIG") Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
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.

Initial Public
Underwriting Discount
Proceeds, before

Offering Price

and Commissions

expenses, to AIG
Per 2019 Note

99.798%(1)

0.350%

99.448%
2019 Notes Total

$ 997,980,000

$
3,500,000
$ 994,480,000
Per 2044 Note

99.397%(1)

0.875%

98.522%
2044 Notes Total

$1,490,955,000

$
13,125,000
$1,477,830,000
(1) Plus interest accrued on the Notes from July 16, 2014, 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 July 16, 2014.
Joint Book-Running Managers

Deutsche Bank Securities

Goldman, Sachs & Co.

Morgan Stanley

US Bancorp
2 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
Barclays

HSBC

RBC Capital Markets

RBS
Co-Managers

ANZ Securities
Lloyds Securities

Mizuho Securities

nabSecurities, LLC
Nomura

PNC Capital Markets LLC
Santander

Scotiabank

SMBC Nikko

SOCIETE GENERALE

Standard Chartered Bank

UniCredit Capital Market
Junior Co-Managers

CastleOak Securities, L.P.

Drexel Hamilton

ING

Loop Capital Markets
Mischler Financial Group, Inc.

MFR Securities, Inc.

Natixis

Ramirez & Co., Inc.
Sandler O'Neill + Partners, L.P.

Siebert Capital Markets

Toussaint Capital Partners, LLC

The Williams Capital Group, L.P.
Prospectus Supplement dated July 9, 2014.
3 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
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 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-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

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

S-i
4 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
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.
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:
· 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;
· AIG's strategies to grow net investment income, efficiently manage capital and reduce expenses;
· AIG's strategies for customer retention, growth, product development, market position, financial results and reserves; and
· the revenues and combined ratios of AIG's subsidiaries.
It is possible that AIG's actual results and financial condition will differ, possibly materially, from the results and financial
condition indicated in these projections, goals, assumptions and statements. Factors that could cause AIG's actual results to differ,
possibly materially, from those in the specific projections, goals, assumptions and statements include:
· changes in market conditions;

S-ii
5 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
Table of Contents
·
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 non-bank 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, and throughout Part I, Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") in AIG's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2014, and Part I, Item 1A. Risk Factors and Part II, Item 7. MD&A in
AIG's Annual Report on Form 10-K for the year ended December 31, 2013.
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 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

S-iii
6 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
Table of Contents
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, 2013 filed on February 20, 2014.

(2) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 filed on May 5, 2014.

(3) The definitive proxy statement on Schedule 14A filed on March 31, 2014.

(4) Current Reports on Form 8-K filed on January 8, 2014, February 13, 2014, February 13, 2014, February 13, 2014,

March 3, 2014, March 21, 2014, April 4, 2014, May 5, 2014, May 12, 2014, May 14, 2014, May 14, 2014, June 6,
2014, June 10, 2014, June 12, 2014, June 19, 2014, June 26, 2014 and July 1, 2014.
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-iv
7 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
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, 2013, 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
and jurisdictions. 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 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
Tender Offers
On June 12, 2014, AIG commenced a cash tender offer for various series of junior subordinated debentures (the "Junior
Offer") and a cash tender offer for various series of senior notes and debentures (the "Senior Offer" and, together with the Junior
Offer, the "Tender Offers"), in each case issued or guaranteed by AIG. The maximum aggregate purchase price for the securities
AIG may purchase in the Junior Offer and Senior Offer is $1.8 billion and $0.7 billion, respectively. As of June 25, 2014, the
early tender period had ended, and both tender offers were oversubscribed and withdrawal rights had expired. The Tender Offers
are expected to expire on July 10, 2014, unless extended, and the payment date of the Tender Offers is expected to be on or about
July 14, 2014.
See "Where You Can Find More Information" for AIG's Current Reports on Form 8-K filed on June 12 and June 26, 2014
for further information regarding the Tender Offers.
Redemption of Debt
On July 1, 2014, AIG announced that it will redeem all of its outstanding 4.875% Notes Due 2016 (the "2016 Redemption
Notes") and all of its outstanding 3.800% Notes Due 2017 (the "2017 Redemption Notes" and, together with the 2016
Redemption Notes, the "Redemption Notes") on July 31, 2014 (the "2014 Redemption Date"). The Redemption Notes will be
redeemed at a price per $1,000 principal amount of Redemption Notes as determined in accordance with the applicable indenture
governing such series of Redemption Notes, plus accrued and unpaid interest to, but not including, the 2014 Redemption Date.
The Redemption Notes are part of the Direct Investment book ("DIB") and will be redeemed using cash allocated to the DIB. As
of July 1, 2014, $790,175,000 aggregate principal amount of 2016 Redemption Notes were outstanding and $1,250,000,000
aggregate principal amount of 2017 Redemption Notes were outstanding.
See "Where You Can Find More Information" for AIG's Current Report on Form 8-K filed on July 1, 2014 for further
information regarding the redemptions.

S-1
8 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
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
$1,000,000,000 principal amount of 2.300% Notes due 2019 (the "2019
Notes")

$1,500,000,000 principal amount of 4.500% Notes due 2044 (the "2044

Notes")

Maturity Date
The 2019 Notes will mature on July 16, 2019.

The 2044 Notes will mature on July 16, 2044.

Interest Rate and Payment Dates
The 2019 Notes will bear interest at the rate of 2.300% per annum payable
semi-annually in arrears on each January 16 and July 16, beginning on January
16, 2015.

The 2044 Notes will bear interest at the rate of 4.500% per annum payable

semi-annually in arrears on each January 16 and July 16, beginning on January
16, 2015.

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
At any time prior to June 16, 2019, in the case of the 2019 Notes, or January 16,
2044, in the case of the 2044 Notes, we may redeem the Notes of such 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 scheduled payments of principal and interest in respect of the Notes
of such series to be redeemed discounted to the date of redemption as

S-2
9 of 87
7/11/2014 10:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/5272/000119312514265628/d7...
Table of Contents
described under "Description of the Notes -- Optional Redemption," plus, in

each case, accrued and unpaid interest to but excluding the date of the
redemption.
At any time on or after June 16, 2019, in the case of the 2019 Notes, or January
16, 2044, in the case of the 2044 Notes, we may redeem the Notes of such
series, in whole or in part, at a redemption price equal to 100% of the principal
amount of the Notes of such series being redeemed, plus accrued and unpaid
interest to but excluding the date of redemption.

Covenants
The terms of each series of Notes and the indenture governing such series of
Notes limit our ability and the ability of certain of our subsidiaries to incur
certain liens without equally and ratably securing such series of 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;

· 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 $2,471,560,000 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. 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
issue price and issue date 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.

S-3
10 of 87
7/11/2014 10:12 AM