Obligation American International Group (AIG) 4.875% ( US026874CB11 ) en USD

American International Group (AIG)

100 % ⇌

Etas-Unis

US026874CB11 ( en USD )

4.875% par an ( paiement semestriel )

15/09/2016 - Obligation échue

Prospectus brochure de l'obligation American International Group (AIG) US026874CB11 en USD 4.875%, échue

2 000 USD

800 000 000 USD

026874CB1

NR

NR

American International Group (AIG) est une société mondiale de services financiers offrant une large gamme de produits d'assurance et de gestion d'actifs, notamment l'assurance dommages, l'assurance vie et la gestion d'investissements.

L'Obligation émise par American International Group (AIG) ( Etas-Unis ) , en USD, avec le code ISIN US026874CB11, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2016

L'Obligation émise par American International Group (AIG) ( Etas-Unis ) , en USD, avec le code ISIN US026874CB11, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par American International Group (AIG) ( Etas-Unis ) , en USD, avec le code ISIN US026874CB11, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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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)
4.250% Notes Due 2014

$1,200,000,000
$139,320
4.875% Notes Due 2016

$800,000,000

$92,880
Total

$2,000,000,000
$232,200

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

(2) A registration fee of $232,200 has been paid with respect to this offering.

Prospectus Supplement
(To Prospectus dated April 5, 2011)

$2,000,000,000

$1,200,000,000 4.250% Notes Due 2014
$800,000,000 4.875% Notes Due 2016

We are offering $1,200,000,000 principal amount of our 4.250% Notes due 2014 (the "2014 Notes") and
$800,000,000 principal amount of our 4.875% Notes due 2016 (the "2016 Notes" and together with the 2014 Notes,
the "Notes").

The 2014 Notes will bear interest at the rate of 4.250% per annum, accruing from September 13, 2011 and
payable semi-annually in arrears on each March 15 and September 15, beginning on March 15, 2012. The 2016
Notes will bear interest at the rate of 4.875% per annum, accruing from September 13, 2011 and payable
semi-annually in arrears on each March 15 and September 15, beginning on March 15, 2012. The 2014 Notes will
mature on September 15, 2014 . The 2016 Notes will mature on September 15, 2016. The Notes will be sold in
minimum 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 unsecured obligations of AIG and will rank equally with all of our other existing and future
unsecured indebtedness, but will be effectively subordinated to our secured limited recourse obligations in respect
of repayment of approximately $9.3 billion, as of August 31, 2011, to the United States Department of the Treasury
pursuant to our agreements with the United States Department of the Treasury and other related agreements, to the
extent of the assets securing those obligations. In addition, the Notes will be structurally subordinated to secured and
unsecured debt of our subsidiaries, which is significant. 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, Item 1A. of Part II of AIG's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2011 and Item 1A. of Part I of AIG's Annual Report on Form 10-K for the fiscal year ended
December 31, 2010.

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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.

Proceeds, Before

Expenses, to

American

Initial Public

International

Offering Price

Underwriting Discount

Group, Inc.

Per 2014 Note

99.448%(1)

0.250%

99.198%
2014 Notes Total

$1,193,376,000

$ 3,000,000

$1,190,376,000
Per 2016 Note

98.943%(1)

0.600%

98.343%
2016 Notes Total

$ 791,544,000

$ 4,800,000

$ 786,744,000

(1) Plus interest accrued on the Notes from September 13, 2011, 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 September 13, 2011.

Joint Book-Running Managers

Citigroup
Credit Suisse
Morgan Stanley
US Bancorp

September 8, 2011
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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-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
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
49
Experts
49
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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 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 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, 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 timing and method of repayment of the preferred interests in AIA Aurora LLC ("AIA SPV") held by
Treasury;

· 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 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 strategy to grow net investment income, efficiently manage capital and reduce expenses;

· AIG's strategy 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 aspirational 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;
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· 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 the recoverability of International Lease Finance Corporation's ("ILFC") fleet of
aircraft; and

· such other factors as discussed throughout the "Risk Factors" sections 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 June 30, 2011, in Part II,
Item 1A. Risk Factors of AIG's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2011, 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, 2010.

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.
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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 March 31, 2011 and Item 1A. of Part I of AIG's
2010 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 the holding company for a leading international insurance organization serving
customers in more than 130 countries. AIG, through its subsidiaries, serves commercial, institutional and individual
customers through one of the most extensive worldwide property casualty networks of any insurer. In addition,
AIG's subsidiaries include 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. The Internet address for AIG's corporate website is www.aig.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.
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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
$1,200,000,000 principal amount of 4.250% Notes due 2014 (the "2014
Notes")

$800,000,000 principal amount of 4.875% Notes due 2016 (the "2016
Notes" and together with the 2014 Notes, the "Notes")

Maturity Date
The 2014 Notes will mature on September 15, 2014.

The 2016 Notes will mature on September 15, 2016.

Interest Rate and Payment Dates
The 2014 Notes will bear interest at the rate of 4.250% per annum
payable semi-annually in arrears on each March 15 and September 15,
beginning on March 15, 2012, and ending at maturity.

The 2016 Notes will bear interest at the rate of 4.875% per annum
payable semi-annually in arrears on each March 15 and September 15,
beginning on March 15, 2012, 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, but will be effectively subordinated to our
secured limited recourse obligations in respect of repayment of
approximately $9.3 billion, as of August 31, 2011, to Treasury pursuant
to our agreements with Treasury and other related agreements, to the
extent of the assets securing those obligations. See "Risk Factors -- The
proceeds of a significant amount of our assets and assets of our
subsidiaries may be required to be used to make payments to Treasury
and may not be available for our obligations under the Notes, and the
Notes, as our unsecured debt, will be effectively subordinated to our
secured limited recourse indebtedness and certain other secured
obligations." 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.

Optional Redemption
We may redeem the Notes of either series, 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 of such series 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 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
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