Obligation AIG Inc. 6.4% ( US026874BW66 ) en USD

AIG Inc.

100 % ▼

Etats-unis

US026874BW66 ( en USD )

6.4% par an ( paiement semestriel )

14/12/2020 - Obligation échue

Prospectus brochure de l'obligation American International Group Inc US026874BW66 en USD 6.4%, échue

2 000 USD

708 000 000 USD

026874BW6

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

American International Group, Inc. (AIG) est une société de services financiers multinationale américaine offrant une large gamme de produits d'assurance et de gestion de risques à des clients commerciaux et individuels à travers le monde.

L'Obligation émise par AIG Inc. ( Etats-unis ) , en USD, avec le code ISIN US026874BW66, paye un coupon de 6.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2020

L'Obligation émise par AIG Inc. ( Etats-unis ) , en USD, avec le code ISIN US026874BW66, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AIG Inc. ( Etats-unis ) , en USD, avec le code ISIN US026874BW66, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-160645

CALCULATION OF REGISTRATION FEE

Amount of

Maximum Aggregate

Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)(2)
3.650% Senior Notes Due 2014

$500,000,000

$35,650
6.400% Senior Notes Due 2020

$1,500,000,000

$106,950
Total

$2,000,000,000

$142,600

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended (the "Securities Act").

(2) A registration fee of $142,600 has been paid with respect to this offering.
Prospectus Supplement
(To Prospectus dated August 9, 2010)

$2,000,000,000

American International Group, Inc.
$500,000,000 3.650% Notes Due 2014
$1,500,000,000 6.400% Notes Due 2020

We are offering $500,000,000 principal amount of our 3.650% Notes due 2014 (the "2014 Notes") and $1,500,000,000 principal amount of our 6.400% Notes
due 2020 (the "2020 Notes" and, together with the 2014 Notes, the "Notes"). The 2014 Notes will bear interest at the rate of 3.650% per annum, accruing from
December 3, 2010 and payable semi-annually in arrears on each January 15 and July 15, beginning on July 15, 2011. The 2020 Notes will bear interest at the rate of
6.400% per annum, accruing from December 3, 2010 and payable semi-annually in arrears on each June 15 and December 15, beginning on June 15, 2011. The 2014
Notes will mature on January 15, 2014. The 2020 Notes will mature on December 15, 2020. The Notes will be sold in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

The 2014 Notes and 2020 Notes are being offered separately and not part of a unit. The sale of either series of the Notes is not conditioned on the sale of the
other series of the Notes.

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."

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The Notes will be unsecured obligations of AIG and will rank equally with all of our other existing and future unsecured indebtedness, but will be effectively
subordinated to the rights of the Federal Reserve Bank of New York, as holder of our secured debt under a credit facility, and structurally subordinated to secured
and unsecured debt of our subsidiaries. Our existing obligations under the credit facility with the Federal Reserve Bank of New York, which are secured by a
substantial portion of our assets, have a claim prior to the Notes with respect to the assets securing those obligations, and our subsidiaries have significant secured
and unsecured debt. 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-8 of this prospectus supplement, Item 1A. of Part II of AIG's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2010, Item 1A. of Part II of AIG's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, Item 1A. of Part II
of AIG's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 and Item 1A. of Part I of AIG's Annual Report on Form 10-K for
the fiscal year ended December 31, 2009 (including Amendment No. 1 on Form 10-K/A filed on March 31, 2010 and Amendment No. 2 on Form 10-K/A
filed on August 24, 2010).

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.

Total

Total

Per 2014

(2014
Per 2020

(2020

Note

Notes)
Note

Notes)

Initial public offering price
99.969 %(1)
$ 499,845,000 99.741 %(1)
$ 1,496,115,000
Underwriting discount
0.250 %
$ 1,250,000 0.625 %

$
9,375,000
Proceeds, before expenses, to American International Group, Inc.
99.719 %
$ 498,595,000 99.116 %

$ 1,486,740,000

(1) Plus interest accrued on the Notes from December 3, 2010, 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
December 3, 2010.

Joint Book-Running Managers

BofA Merrill Lynch
Barclays Capital
Citi
Morgan Stanley

November 30, 2010
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We are responsible only for the information contained in this prospectus supplement, the accompanying prospectus, the
documents incorporated by reference therein and any related free writing prospectus issued or authorized by us. We have not
authorized anyone to provide you with any other information, and we take no 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 information
contained in this prospectus supplement, the accompanying prospectus and the documents incorporated 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
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-15
Capitalization
S-16
Description of the Notes
S-17
Underwriting
S-22
Validity of the Notes
S-26
Experts
S-26

Prospectus
Cautionary Statement Regarding Forward-Looking Information

i
Where You Can Find More Information
ii
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 AIG May Offer
11
Description of Preferred Stock and Depositary Shares AIG May Offer
12
Considerations Relating to Indexed Debt Securities and Non-U.S. Dollar Debt Securities
14
Legal Ownership and Book-Entry Issuance
19
Considerations Relating to Debt Securities Issued in Bearer Form
25
United States Taxation Considerations
29
Employee Retirement Income Security Act
47
Validity of the Securities
48
Experts
48

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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 do
not apply to this offering. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed
with 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 therein as described under the heading "Where You Can Find More
Information" in 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 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 therein by reference, may include, and AIG's officers and representatives may from time to time make, projections and
statements which may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
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 completion of the transactions contemplated by the agreement in principle, dated September 30, 2010 (the "Recapitalization
Agreement in Principle"), for a series of integrated transactions (the "Recapitalization") with the Federal Reserve Bank of New
York ("FRBNY"), the United States Department of the Treasury ("Department of the Treasury") and the AIG Credit Facility Trust
(the "Trust");

· the number, size, terms, cost, proceeds and timing of dispositions and their potential effect on AIG's businesses, financial
condition, results of operations, cash flows and liquidity (and AIG at any time and from time to time may change its plans with
respect to the sale of one or more businesses);

· AIG's long-term business mix which will depend on the outcome of AIG's asset disposition program;

· AIG's exposures to subprime mortgages, monoline insurers and the residential and commercial real estate markets;

· AIG's ability to retain and motivate its employees; and

· AIG's strategy for customer retention, growth, product development, market position, financial results and reserves.

It is possible that AIG's actual results and financial condition will 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 include:
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· a failure to complete the transactions contemplated by the Recapitalization Agreement in Principle;

· developments in global credit markets; and

· such other factors as discussed throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations and in Part II, Item 1A. Risk Factors of AIG's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2010; throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations and in Part II,

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Item 1A. Risk Factors of AIG's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010; throughout Part I,
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and in Part II, Item 1A. Risk
Factors of AIG's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, 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, 2009 (including Amendment No. 1 on Form 10-K/A filed on
March 31, 2010 and Amendment No. 2 on Form 10-K/A filed on August 24, 2010, collectively, the "2009 Annual Report on
Form 10-K").

AIG is not under any obligation (and expressly disclaims any obligation) 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.

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Table of Contents

SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement or the accompanying prospectus, or
information incorporated by reference in the accompanying prospectus. 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, Item 1A. of
Part II of AIG's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, Item 1A. of Part II of AIG's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, Item 1A. of Part II of AIG's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2010 and Item 1A. of Part I of AIG's 2009 Annual Report on Form 10-K, and
the documents incorporated by reference into the accompanying prospectus, which are described under "Where You Can Find More
Information" in the accompanying prospectus.

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 180 Maiden Lane,
New York, New York 10038, and its main 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 the accompanying prospectus, information contained on AIG's website or that can be accessed
through its website 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

Recapitalization

On September 30, 2010, AIG entered into the Recapitalization Agreement in Principle with the Department of the Treasury, the
FRBNY and the Trust for the Recapitalization. The Recapitalization Agreement in Principle contemplates the Recapitalization will
be completed before the end of the first quarter of 2011. The principal terms of the Recapitalization will be as follows:

·

Repayment and Termination of the FRBNY Credit Facility: The transactions constituting the Recapitalization are to occur
substantially simultaneously at the closing of the Recapitalization (the "Recapitalization Closing"). At the Recapitalization
Closing, AIG will repay to the FRBNY in cash all amounts owing under the credit facility with the FRBNY (the "FRBNY
Credit Facility") and the FRBNY Credit Facility will be terminated. As of October 31, 2010, the total repayment amount
under the FRBNY Credit Facility was approximately $20 billion. The funds for repayment are expected to come from the net
cash proceeds from the sale in a public offering of approximately 67 percent of the ordinary shares of AIA Group Limited
("AIA") and the sale of American Life Insurance Company ("ALICO"), which closed on October 29, 2010 and November 1,
2010, respectively, and from additional funds from operations, financings and asset sales. None of these funds are expected
to come from regulated subsidiaries other than through ordinary-course dividends. The net cash proceeds from the initial
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public offering of AIA and the sale of ALICO will be loaned to AIG (for repayment of the FRBNY Credit Facility), in the
form of intercompany secured non-recourse loans, from the special purpose vehicles that hold AIA and ALICO ("SPVs",
and such loans, "SPV Intercompany Loans").

·

Repurchase and Exchange of the SPV Preferred Interests: At the Recapitalization Closing, AIG will draw down an amount
remaining available to be funded under the commitment of the Department of the Treasury ("Department of the Treasury
Commitment") pursuant to the Securities Purchase Agreement, dated as of April 17, 2009 ("Series F SPA"), between AIG
and the Department of the Treasury relating to the Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value
$5.00 per share ("Series F Preferred

S-1
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