Item 8.01. Other Events.

On May 11, 2020, American International Group, Inc. ("AIG") closed the sale of $1,500,000,000 aggregate principal amount of its 2.500% Notes Due 2025 (the "2025 Notes"), $1,600,000,000 aggregate principal amount of its 3.400% Notes Due 2030 (the "2030 Notes") and $1,000,000,000 aggregate principal amount of its 4.375% Notes Due 2050 (the "2050 Notes" and together with the 2025 Notes and the 2030 Notes, the "Notes").

The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:

• Underwriting Agreement, dated May 6, 2020, between AIG and Citigroup Global

Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several
   underwriters named therein, relating to the Notes;

• Thirty-Ninth Supplemental Indenture, dated May 11, 2020, between AIG and The


   Bank of New York Mellon, as Trustee, relating to the 2025 Notes;

• Fortieth Supplemental Indenture, dated May 11, 2020, between AIG and The Bank


   of New York Mellon, as Trustee, relating to the 2030 Notes;

• Forty-First Supplemental Indenture, dated May 11, 2020, between AIG and The


   Bank of New York Mellon, as Trustee, relating to the 2050 Notes;




 • Form of the 2025 Notes;




 • Form of the 2030 Notes;




 • Form of the 2050 Notes;

• Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to the validity of


   the Notes; and

• Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to United States

federal income tax considerations relating to the Notes.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



  1.1     Underwriting Agreement, dated May 6, 2020, between AIG and Citigroup
        Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of
        the several underwriters named therein, relating to the Notes

  4.1     Thirty-Ninth Supplemental Indenture, dated May 11, 2020, between AIG and
        The Bank of New York Mellon, as Trustee, relating to the 2025 Notes




  4.2      Fortieth Supplemental Indenture, dated May 11, 2020, between AIG and The
         Bank of New York Mellon, as Trustee, relating to the 2030 Notes

  4.3      Forty-First Supplemental Indenture, dated May 11, 2020, between AIG and
         The Bank of New York Mellon, as Trustee, relating to the 2050 Notes

  4.4      Form of the 2025 Notes (included in Exhibit 4.1)

  4.5      Form of the 2030 Notes (included in Exhibit 4.2)

  4.6      Form of the 2050 Notes (included in Exhibit 4.3)

  5.1      Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to the
         validity of the Notes

  8.1      Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to United
         States federal income tax considerations relating to the Notes

  23.1     Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)

  23.2     Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1)

104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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