Filed Pursuant to Rule 433
Registration Statement No. 333-253312
American International Group, Inc.
$750,000,000
5.125% Notes Due 2033
| Issuer: | American International Group, Inc. |
| Offering Format: | SEC Registered |
| Securities: | 5.125% Notes Due 2033 (the “Notes”) |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Baa2 (stable) / BBB+ (negative) / BBB+ (stable) |
| Security Type: | Senior Unsecured Fixed Rate Notes |
| Trade Date: | March 23, 2023 |
| Settlement Date: | March 27, 2023 (T + 2) |
| Maturity Date: | March 27, 2033 |
| Principal Amount: | $750,000,000 |
| Price to Public: | 99.529% of principal amount |
| Gross Underwriting Discount: | 0.450% |
| Net Proceeds to Issuer Before Expenses: | $743,092,500 |
| Spread to Treasury Benchmark: | T + 175 basis points |
| Treasury Benchmark: | 3.500% due February 15, 2033 |
| Treasury Benchmark Yield: | 3.436% |
| Coupon: | 5.125% |
| Yield to Maturity: | 5.186% |
| Interest Payment Dates: | Semi-annually on March 27 and September 27 of each year, commencing September 27, 2023 |
| Day Count Convention: | 30/360, unadjusted |
| Denominations: | $2,000, with increments of $1,000 thereafter |
| Early Redemption: | Make-whole redemption at any time prior to December 27, 2032 at a discount rate of Treasury + 30 basis points. Par redemption at any time on or after December 27, 2032. |
| CUSIP/ISIN: | 026874 DS3 / US026874DS37 |
| Joint Global Coordinators: |
Morgan Stanley & Co. LLC J.P. Morgan Securities LLC BofA Securities, Inc.
|
| Co-Managers |
ANZ Securities, Inc. BNY Mellon Capital Markets, LLC ING Financial Markets LLC nabSecurities, LLC Natixis Securities Americas LLC Standard Chartered Bank UniCredit Capital Markets LLC
|
* 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 Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, J.P. Morgan Securities LLC toll-free at 1-212-384-4533 (collect) or BofA Securities, Inc. toll-free at 1-800-294-1322.
No PRIIPs or UK PRIIPs KID – no PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.