Obbligazione AIG 6.25% ( US026874AZ07 ) in USD

Emittente AIG
Prezzo di mercato refresh price now   108.319 USD  ▲ 
Paese  Stati Uniti
Codice isin  US026874AZ07 ( in USD )
Tasso d'interesse 6.25% per anno ( pagato 2 volte l'anno)
Scadenza 30/04/2036



Prospetto opuscolo dell'obbligazione American International Group US026874AZ07 en USD 6.25%, scadenza 30/04/2036


Importo minimo /
Importo totale /
Cusip 026874AZ0
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Coupon successivo 01/05/2026 ( In 180 giorni )
Descrizione dettagliata American International Group (AIG) è una compagnia assicurativa e di gestione del rischio globale con sede negli Stati Uniti, attiva in diversi settori assicurativi e finanziari.

The Obbligazione issued by AIG ( United States ) , in USD, with the ISIN code US026874AZ07, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/04/2036

The Obbligazione issued by AIG ( United States ) , in USD, with the ISIN code US026874AZ07, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by AIG ( United States ) , in USD, with the ISIN code US026874AZ07, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-135876
(AIG LOGO)
American International Group, Inc.
Offer to Exchange
$1,000,000,000 6.25% Notes Due 2036
For Any and All Outstanding
6.25% Notes Due 2036
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 23, 2006, UNLESS
EXTENDED BY US
The terms of the new notes are substantially identical to the terms of the old notes, except that the new notes
are registered under the Securities Act of 1933 (the "Securities Act") and the transfer restrictions and registration
rights and related additional interest provisions currently applicable to the old notes do not apply to the new notes.
See "Risk Factors" on page 4 for a discussion of factors you should consider before
tendering your old notes for new notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this prospectus is July 25, 2006
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TABLE OF CONTENTS







Page



Cautionary Statement Regarding Projections and Other Information About Future Events


i
Where You Can Find More Information


ii
Prospectus Summary


1
Risk Factors


4
Use of Proceeds


4
Consolidated Ratio of Earnings to Fixed Charges


4
The Exchange Offer


5
Description of the New Notes


13
Important Federal Income Tax Considerations


22
Plan of Distribution


22
Validity of the Notes


22
Experts


22
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to the
"Company", "AIG", "we", "our", "us" and similar references mean American International Group, Inc. and its
subsidiaries.
You should rely only on the information contained in this prospectus or information contained in
documents incorporated by reference in this prospectus. We have not authorized anyone to provide you with
different information. This prospectus is an offer to exchange only the notes offered by this prospectus and
only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this
prospectus is accurate only as of its date.
CAUTIONARY STATEMENT REGARDING PROJECTIONS
AND OTHER INFORMATION ABOUT FUTURE EVENTS
This prospectus and the documents incorporated herein by reference, as well as other publicly available
documents, may include, and AIG's officers and representatives may from time to time make, projections concerning
financial information and statements concerning future economic performance and events, plans and objectives
relating to management, operations, products and services, and assumptions underlying these projections and
statements. These projections 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
and statements may address, among other things, the status and potential future outcome of the current regulatory and
civil proceedings against AIG and their potential effect on AIG's businesses, financial position, results of operations,
cash flows and liquidity, the effect of the credit rating downgrades on AIG's businesses and competitive position, the
unwinding and resolving of various relationships between AIG and C.V. Starr & Co., Inc. and Starr International
Company, Inc. and AIG's strategy for growth, product development, market position, financial results and reserves.
It is possible that AIG's actual results and financial condition may differ, possibly materially, from the anticipated
results and financial condition indicated in these projections and statements. Factors that could cause AIG's actual
results to differ, possibly materially, from those in the specific projections and statements are discussed throughout
Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7, Part II of AIG's
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005 and "Risk Factors" in Item 1A, Part I
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of AIG's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and in AIG's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2006. AIG is not under any obligation (and expressly
disclaims any such obligations) to update or alter any projection or other statement, whether written or oral, that may
be made from time to time, whether as a result of new information, future events or otherwise.
i
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WHERE YOU CAN FIND MORE INFORMATION
AIG is required to file annual, quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission (SEC). These reports, proxy statements and other information can be inspected
and copied at:

SEC Public Reference Room

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 filings are
also available to the public through:

· The SEC web site at http://www.sec.gov


· The New York Stock Exchange, 20 Broad Street, New York, New York 10005
AIG's common stock is listed on the NYSE and trades under the symbol "AIG".
AIG has filed with the SEC a registration statement on Form S-4 relating to the notes. This prospectus is part of
the registration statement and does not contain all the information in the registration statement. Whenever a reference
is made in this prospectus to a contract or other document, please be aware that the reference is not necessarily
complete and that you should refer to the exhibits that are part of the registration statement for a copy of the contract
or other document. You may review a copy of the registration statement at the SEC's public reference room in
Washington, D.C. as well as through the SEC's internet site noted above.
The SEC allows AIG to "incorporate by reference" the information AIG files with the SEC, which means that
AIG can disclose important information to you by referring to those documents. The information incorporated by
reference in this prospectus is considered to be part of this prospectus. Any reports filed by AIG with the SEC after
the date of this prospectus and until the exchange offer is completed will automatically update, and where applicable,
supersede any information contained in this prospectus or incorporated by reference in this prospectus. AIG
incorporates by reference into this prospectus the documents listed below and any filings made with the SEC under
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the time of initial filing of the
registration statement (or post-effective amendment) and before effectiveness of the registration statement (or post-
effective amendment), and after the date of this prospectus and until the exchange offer is completed.

(1)
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005.


(2)
Annual Report on Form 10-K for the fiscal year ended December 31, 2005.


(3)
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006.


(4)
Quarterly Reports on Form 10-Q/A for the quarterly periods ended June 30, 2005 and March 31, 2005.


(5)
Current Reports on Form 8-K, filed on July 21, 2006, May 22, 2006, February 13, 2006, February 9, 2006,
January 19, 2006, January 13, 2006 and January 9, 2006.


(6)
Current Report on Form 8-K/A, filed on June 19, 2006.


(7)
Proxy Statement, dated April 5, 2006.
AIG will provide without charge to each person, including any beneficial owner, to whom this prospectus is
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delivered, upon his or her written or oral request, a copy of any or all of the reports or documents referred to above
that have been incorporated by reference into this prospectus excluding exhibits to those documents unless they are
specifically incorporated by reference into those documents. You can request those documents from AIG's Director
of Investor Relations, 70 Pine Street, New York, New York 10270, telephone 212-770-6293, or you may obtain them
from AIG's corporate website at www.aigcorporate.com. Except for
ii
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the documents specifically incorporated by reference into this prospectus, information contained on AIG's website or
that can be accessed through its website does not constitute a part of this prospectus. AIG has included its website
address only as an inactive textual reference and does not intend it to be an active link to its website.
In order to ensure timely delivery of the requested documents, requests should be made no later than
August 16, 2006. In the event that we extend the exchange offer, you must submit your request at least five business
days before the expiration date, as extended.
iii
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PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus and does not contain all of the
information that you should consider before participating in this exchange offer. You should read the entire
prospectus, the accompanying letter of transmittal and documents incorporated by reference carefully.
American International Group, Inc.
AIG, a Delaware corporation, is a holding company which, through its subsidiaries, is engaged in a broad range
of insurance and insurance-related activities in the United States and abroad. AIG's principal executive offices are
located at 70 Pine Street, New York, New York 10270, and its telephone number is 212-770-7000. The Internet
address for AIG's corporate website is www.aigcorporate.com. Except for the documents referred to under "Where
You Can Find More Information" which are specifically incorporated by reference into this prospectus, information
contained on AIG's website or that can be accessed through its website does not constitute a part of this prospectus.
AIG has included its website address only as an inactive textual reference and does not intend it to be an active link
to its website.
The Exchange Offer
The Exchange Offer
AIG is offering to exchange up to $1,000,000,000 principal amount of its new
notes which have been registered under the Securities Act for a like principal
amount of its old notes. You may tender old notes only in minimum denominations
of $100,000 and integral multiples of $1,000 in excess thereof. You should read
the discussion under the heading "The Exchange Offer" below for further
information about the exchange offer and resale of the new notes.

Expiration Date
5:00 p.m., New York City time, on August 23, 2006, unless AIG extends the
exchange offer.

Resale of New Notes
Based on interpretive letters of the SEC staff to third parties, AIG believes that you
may resell and transfer the new notes issued pursuant to the exchange offer in
exchange for old notes without compliance with the registration and prospectus
delivery provisions of the Securities Act, if you:

· are not a broker-dealer that acquired the old notes from AIG or in market-making
transactions;

· acquire the new notes in the ordinary course of your business;

· do not have an arrangement or understanding with any person to participate in the
distribution of the new notes; and

· are not AIG's affiliate as defined under Rule 405 under the Securities Act of
1933.

If you fail to satisfy any of these conditions, you must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with a
resale of the new notes.

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Broker-dealers that acquired old notes directly from AIG, but not as a result of
market-making activities or other trading activities, must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a resale of the new notes.

Each broker-dealer that receives new notes for its own account pursuant to the
exchange offer in exchange for old notes that it acquired as a result of market-
making or other trading activities must deliver a prospectus in connection with any
resale of the new notes and provide AIG with a signed acknowledgement of this
obligation.
1
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Consequences If You Do Not
Old notes that are not tendered in the exchange offer or are not accepted for
Exchange Your Old Notes
exchange will continue to bear legends restricting their transfer. You will not be
able to offer or sell the old notes unless:

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

· you sell the old notes outside the United States in accordance with Regulation S
under the Securities Act.

Conditions to the Exchange
The exchange offer is subject to certain conditions, which AIG may waive, as
Offer
described below under "The Exchange Offer -- Conditions to the Exchange Offer."

Procedures for Tendering Old
If you wish to accept the exchange offer, the following must be delivered to the
Notes
exchange agent:

· an agent's message from The Depository Trust Company, which we refer to as
DTC, stating that the tendering participant agrees to be bound by the letter of
transmittal and the terms of the exchange offer;

· your old notes by timely confirmation of book-entry transfer through DTC; and

· all other documents required by the letter of transmittal.

These actions must be completed before the expiration of the exchange offer.

You must comply with DTC's standard procedures for electronic tenders, by
which you will agree to be bound by the letter of transmittal.

Guaranteed Delivery
If you cannot meet the expiration deadline, deliver any necessary documentation or
Procedures for Tendering Old
comply with the applicable procedures under DTC standard operating procedures
Notes
for electronic tenders in a timely fashion, you may tender your old notes according
to the guaranteed delivery procedures set forth under "The Exchange Offer --
Guaranteed Delivery Procedures."

Withdrawal Rights
You may withdraw your tender of old notes any time before the exchange offer
expires.

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

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

Exchange Agent
The Bank of New York is serving as exchange agent in connection with the
exchange offer. The address and telephone number of the exchange agent are set
forth under "The Exchange Offer -- Exchange Agent."
2
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