Filed Pursuant to Rule 433
Registration No. 333-160645
American International Group, Inc.
$1,250,000,000
3.800% NOTES DUE 2017
| Issuer: |
American International Group, Inc. | |
| Legal Format: |
SEC Registered | |
| Securities: |
3.800% Notes Due 2017 | |
| Expected Ratings (Moody’s / S&P)*: |
Baa1/A- (outlook stable) | |
| Security Type: |
Senior Unsecured Fixed Rate Notes | |
| Trade Date: |
March 19, 2012 | |
| Settlement Date: |
March 22, 2012 (T + 3) | |
| Maturity Date: |
March 22, 2017 | |
| Principal Amount: |
$1,250,000,000 | |
| Price to Public: |
99.797% of principal amount | |
| Gross Underwriting Discount: |
0.400% | |
| Proceeds to Issuer Before Expenses: |
$1,242,462,500 | |
| Spread to Treasury Benchmark: |
265 basis points | |
| Treasury Benchmark: |
0.875% due February 28, 2017 | |
| Treasury Benchmark Yield: |
1.195% | |
| Coupon: |
3.800% | |
| Yield to Maturity: |
3.845% | |
| Interest Payment Dates: |
Semi-annually on the 22nd of March and September, commencing September 22nd, 2012 | |
| Day Count Convention: |
30/360 | |
| Denominations: |
Minimum of $2,000, with increments of $1,000 thereafter | |
| Optional Redemption: |
Make-whole redemption at any time at a discount rate of US Treasury + 40 basis points | |
| CUSIP/ISIN: |
026874CS4 / US026874CS46 | |
| Joint Book Running Managers: |
J.P. Morgan Securities LLC RBS Securities Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: |
ANZ Securities, Inc. CastleOak Securities, L.P. Drexel Hamilton, LLC ING Financial Markets LLC Lloyds Securities Inc. Mizuho Securities USA Inc. nabSecurities, LLC Scotia Capital (USA) Inc. SMBC Nikko Capital Markets Limited Standard Chartered Bank The Williams Capital Group, L.P. |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, RBS Securities Inc. toll-free at 1-866-884-2071, U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607 or Wells Fargo Securities, LLC toll-free at 1-800-326-5897.
2