Item 8.01. Other Events.

On September 14, 2012, the United States Department of the Treasury ("Treasury"), as the selling shareholder, closed the sale of 636,923,075 shares of common stock, par value $2.50 per share ("AIG Common Stock"), of American International Group, Inc. ("AIG"), at an initial public offering price of $32.50 per share (the "Offering"). This number of shares sold in the Offering included 83,076,922 shares sold pursuant to the exercise in full of the underwriters' option to purchase additional shares of AIG Common Stock to cover over-allotments. AIG purchased 153,846,153 shares of AIG Common Stock in the Offering at the initial public offering price for an aggregate purchase amount of approximately $5.0 billion.

In connection with the Offering, AIG entered into an Underwriting Agreement, dated September 10, 2012 (the "Underwriting Agreement"), among AIG, Treasury and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The exhibits are incorporated by reference into the Registration Statement (No. 333-182469) related to the Offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement, dated September 10, 2012, among AIG, Treasury and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

5.1 Opinion of Sullivan & Cromwell LLP.

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