Obligation AIG Inc. 4.875% ( US026874CU91 ) en USD

AIG Inc.

100 % ▼

Etats-unis

US026874CU91 ( en USD )

4.875% par an ( paiement semestriel )

31/05/2022 - Obligation échue

Prospectus brochure de l'obligation American International Group Inc US026874CU91 en USD 4.875%, échue

2 000 USD

1 500 000 000 USD

026874CU9

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 américaine American International Group Inc. (ISIN : US026874CU91, CUSIP : 026874CU9), d'une valeur nominale de 1 500 000 000 USD, à un taux d'intérêt de 4,875%, émise aux États-Unis et arrivée à échéance le 31/05/2022 avec un remboursement complet au prix de 100%, a été notée BBB+ par Standard & Poor's et Baa1 par Moody's, avec une taille minimale de transaction de 2 000 USD et une fréquence de paiement semestrielle.

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CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)(2)
4.875% Notes Due 2022
$750,000,000
$85,950
Total
$750,000,000
$85,950

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended (the "Securities Act").
(2) A registration fee of $85,950 has been paid with respect to this offering.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-160645

Prospectus Supplement
(To Prospectus dated April 5, 2011)
$750,000,000

American International Group, Inc.
4.875% Notes Due 2022

We are offering $750,000,000 principal amount of our 4.875% Notes due 2022 (the "Notes").
The Notes wil bear interest at the rate of 4.875% per annum, accruing from May 24, 2012 and payable
semi-annual y in arrears on each June 1 and December 1, beginning on December 1, 2012. The Notes wil mature on
June 1, 2022. The Notes wil be sold in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We may redeem some or al of the Notes at any time at the redemption price described under "Description of the
Notes -- Optional Redemption."
The Notes wil be our unsecured obligations and wil rank equal y with all of our other existing and future unsecured
indebtedness. The Notes wil 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 and Item 1A. of Part I of AIG's Annual Report on Form 10-K for the fiscal year ended December 31,
2011.

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

99.077%(1)

$743,077,500
Underwriting discount and commissions

0.450%

$ 3,375,000
Proceeds, before expenses, to American International Group, Inc.

98.627%

$739,702,500
(1) Plus interest accrued on the Notes from May 24, 2012, 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 May 24, 2012.
Joint Book-Running Managers

Barclays
BNP PARIBAS

Citigroup

RBC Capital Markets
Co-Managers

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CastleOak Securities, L.P.
HSBC

Mizuho Securities

Nomura
Santander

SMBC Nikko
Standard Chartered Bank The Williams Capital Group, L.P.
Junior Co-Managers

ANZ Securities

Drexel Hamilton

ING
Lloyds Securities
nabSecurities, LLC

Ramirez & Co., Inc.
Scotiabank

Prospectus Supplement dated May 21, 2012.
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We are responsible only for the information contained in this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference herein and therein and any related free
writing prospectus issued or authorized by us. 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-iv

Summary
S-1

Risk Factors
S-4

Use of Proceeds
S-8

Capitalization
S-9

Description of the Notes
S-10
Underwriting
S-15
Validity of the Notes
S-20
Experts
S-20
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
12

Description of Preferred Stock and Depositary Shares AIG May Offer
13

Considerations Relating to Indexed Debt Securities and Non-U.S. Dol ar Debt Securities
15

Legal Ownership and Book-Entry Issuance
21

Considerations Relating to Debt Securities Issued in Bearer Form
27

United States Taxation Considerations
31

Employee Retirement Income Security Act
51

Validity of the Securities
53

Experts
53

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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 certain securities of American International Group, Inc. ("AIG"), 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
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, al 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 AIG's officers and representatives 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 may address, among other things:

·
the timing of the disposition of the ownership position of the United States Department of the Treasury
("Treasury") in AIG;

·
the cash flow projections and fair value for AIG's interest in Maiden Lane III LLC ("ML III");

·
the monetization of AIG's interests in International Lease Finance Corporation ("ILFC");

·
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 ability to retain and motivate its employees;

·
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;

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·
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 wil differ, possibly material y, 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:

·
actions by credit rating agencies;

·
changes in market conditions;

·
the occurrence of catastrophic events;

·
significant legal proceedings;

·
concentrations in AIG's investment portfolios, including its municipal bond portfolio;

·
judgments concerning casualty insurance underwriting and reserves;

·
judgments concerning the recognition of deferred tax assets;

·
judgments concerning deferred policy acquisition costs recoverability;

·
judgments concerning the recoverability of aircraft values in ILFC's fleet; and

·
such other factors as are 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 of AIG's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 and in Part
I, Item 1A. Risk Factors and throughout Part II, Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations of AIG's Annual Report on Form 10-K for the year ended December 31,
2011, as amended by Amendment No. 1 and Amendment No. 2 on Form 10-K/A filed on February 27, 2012 and
March 30, 2012, respectively and throughout Exhibit 99.2, Management's Discussion and Analysis of Financial
Condition and Results of Operations of AIG's Current Report on Form 8-K dated May 4, 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.

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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 cal 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 NYSE 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 al 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 wel as through the SEC's internet site noted above.
The SEC al ows 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 wil automatical y update and supersede that
information as wel 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 al 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, 2011 filed on February 23, 2012,
Amendment No. 1 on Form 10-K/A filed on February 27, 2012 and Amendment No. 2 on Form 10-K/A filed on March 30,
2012 (collectively, our "Annual Report on Form 10-K").
(2) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed on May 3, 2012.
(3) The definitive proxy statement on Schedule 14A filed on April 5, 2012, and the definitive additional
materials on Schedule 14A filed on May 10, 2012.
(4) Current Reports on Form 8-K filed on January 11, 2012, February 23, 2012, March 5, 2012, March 6,
2012, March 8, 2012, March 13, 2012, March 13, 2012, March 22, 2012, March 22, 2012, April 10, 2012, May 3,
2012, May 4, 2012, May 10, 2012, May 10, 2012 and May 16, 2012.
AIG wil 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

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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 specifical y 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 I, Item 1A. Risk Factors of our Annual Report on
Form 10-K for the year ended December 31, 2011, 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 which are specifical y 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 May 10, 2012, as part of the sale by Treasury of approximately $5.75 bil ion of AIG common stock in a
registered offering, AIG purchased approximately $2.0 bil ion of its common stock. As a result of Treasury's sale and
AIG's purchase, Treasury currently owns approximately 61 percent of AIG's outstanding common stock. AIG initial y
funded this purchase of shares from cash and short-term investments. AIG has since received $715 mil ion in
dividends from subsidiaries, consisting of $315 mil ion in dividends from insurance company subsidiaries and $400
mil ion in dividends from AIA Aurora LLC, representing the proceeds from the sale of shares of AIA Group Limited
held by AIA Aurora LLC to an AIG insurance company subsidiary. Subject to corporate and regulatory approvals,
AIG expects to further replenish its liquidity through additional distributions from its insurance company subsidiaries
as wel as from the proceeds of further sales of assets by AIG to its insurance company subsidiaries.

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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
$750,000,000 principal amount of 4.875% Notes due 2022 (the "Notes")

Maturity Date
The Notes wil mature on June 1, 2022.

Interest Rate and Payment Dates
The Notes wil bear interest at the rate of 4.875% per annum payable
semi-annual y in arrears on each June 1 and December 1, beginning on
December 1, 2012, and ending at maturity.

Form and Denomination
The Notes wil be issued in ful y registered form in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

Ranking
The Notes wil be unsecured obligations of American International
Group, Inc. and wil rank equal y with al of our other existing and future
unsecured indebtedness. See "Risk Factors -- The Notes are
unsecured debt and wil be effectively subordinated to any secured
obligations we may incur." for a further discussion of those obligations.

In addition, the Notes wil be structural y 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 wil depend on receipt of dividends
and distributions from our subsidiaries, and the Notes wil 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 (i ) 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 on page
S-10 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 equal y and ratably securing the Notes. See "Description of the
Notes -- Limitation on Liens Covenant" for a further discussion. Other
than this covenant,

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