美国国际集团美股招股说明书(2025-05-06版)

We are offering $625,000,000 principal amount of our 4.850% Notes due 2030 (the “2030 Notes”) and $625,000,000 principal amountof our 5.450% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The 2030 Notes will bear interest at the rate of 4.850% per annum, accruing from May 7, 2025 and payable semi-annually in arrearson each May 7 and November 7, beginning on November 7, 2025. The 2035 Notes will bear interest at the rate of 5.450% per annum,accruing from May 7, 2025 and payable semi-annually in arrears on each May 7 and November 7, beginning on November7, 2025. The2030 Notes will mature on May 7, 2030 and the 2035 Notes will mature on May 7 , 2035. The Notes will be sold in denominations of$2,000 and integral multiples of $1,000 in excess thereof. Each series of Notes is being offered separately and not as part of a unit. The offering of each series of Notes is not cross-conditionedon the offering of the other series of Notes. We may sell one or more series of such Notes or any combination thereof. We may redeem some or all of either series of Notes at any time at the redemption price described in “Description of the Notes—Early Redemption.” Each series of Notes will be our unsecured obligations and will rank equally with the other series of Notes and all of our other existingand future unsecured indebtedness. The Notes will be structurally subordinated to secured and unsecured debt of our subsidiaries, which issignificant. The Notes of each series are a new issue of securities with no established trading market. We do not intend to apply for listingof either series of Notes on any securities exchange or for inclusion of either series of 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 setforth in “Risk Factors” beginning on pageS-5of this prospectus supplement and PartI, Item1A. Risk Factors in our Annual Report on Form10-K for the year ended December31, 2024. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the Notes or passed uponthe accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. Neither we nor the underwriters have authorized anyone to provide you with information other than theinformation contained in this prospectus supplement and the accompanying prospectus, including theinformation incorporated by reference, or any free writing prospectus that we prepare and distribute. Neitherwe nor the underwriters take any responsibility for, or provide any assurance as to the reliability of, any otherinformation that others may give you. This prospectus supplement, the accompanying prospectus and any suchfree writing prospectus may be used only for the purposes for which they have been prepared. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction wherethe offer or sale is not permitted. You should not assume that the information appearing in this prospectussupplement or any document incorporated by reference is accurate as of any date other than the date of theapplicable document. Our business, financial condition, results of operations and prospects may have changedsince that date. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or aninvitation on our behalf or on behalf of the underwriters, to subscribe for and purchase, any of the securitiesand may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in whichsuch an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer orsolicitation. Prohibition of Sales to EEA Retail Investors The Notes are not intended to be offered, sold or otherwise made available to and should not beoffered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”).For these purposes, (i)a retail investor means a person who is one (or more) of: (A)a retail client as definedin point (11) of Article4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (B)a customer within themeaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where thatcustomer would not qualify as a professional client as defined in point (10) of Article4(1) of MiFID II; or(C)not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “ProspectusRegulation”); and (ii)the expression “offer” includes the communication in any form and by any means ofsufficient information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes. Consequently, no key information document required byRegulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering