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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

Commission File Number 1-8787

GRAPHIC

American International Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

  13-2592361
(I.R.S. Employer
Identification No.)

180 Maiden Lane, New York, New York
(Address of principal executive offices)

 

10038
(Zip Code)

Registrant's telephone number, including area code: (212) 770-7000



    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ    No o

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ

  Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller
reporting company)
  Smaller reporting company o

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ

    As of July 31, 2012, there were 1,728,479,651 shares outstanding of the registrant's common stock.

   



American International Group, Inc.

Table of Contents

 
Description
   
  Page Number
 

PART I – FINANCIAL INFORMATION

   

Item 1.

 

Financial Statements

  3

 

Note 1. Basis of Presentation and Significant Events

  8

 

Note 2. Summary of Significant Accounting Policies

  10

 

Note 3. Segment Information

  15

 

Note 4. Fair Value Measurements

  18

 

Note 5. Investments

  37

 

Note 6. Lending Activities

  44

 

Note 7. Variable Interest Entities

  45

 

Note 8. Derivatives and Hedge Accounting

  46

 

Note 9. Commitments, Contingencies and Guarantees

  52

 

Note 10. Total Equity and Earnings (Loss) Per Share

  67

 

Note 11. Employee Benefits

  74

 

Note 12. Income Taxes

  75

 

Note 13. Discontinued Operations

  76

 

Note 14. Information Provided in Connection with Outstanding Debt

  77

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 
85

 

Cautionary Statement Regarding Forward-Looking Information

  85

 

Use of Non-GAAP Measures

  86

 

Executive Overview

  86

 

Outlook

  89

 

Results of Operations

  99

 

Consolidated Results

  99

 

Segment Results

  104

 

Chartis Operations

  106

 

Liability for Unpaid Claims and Claims Adjustment Expense

  117

 

SunAmerica Operations

  124

 

Aircraft Leasing Operations

  130

 

Other Operations

  132

 

Consolidated Comprehensive Income (Loss)

  138

 

Capital Resources and Liquidity

  140

 

Overview

  140

 

Liquidity Adequacy Management

  141

 

Analysis of Sources and Uses of Cash

  142

 

Liquidity of Parent and Subsidiaries

  143

 

Credit Facilities

  149

 

Contingent Liquidity Facilities

  150

 

Contractual Obligations

  151

 

Off-Balance Sheet Arrangements and Commercial Commitments

  151

 

Debt

  152

 

Credit Ratings

  155

 

Investments

  156

 

Investment Strategies

  156

 

Investment Highlights

  156

 

Impairments

  166

 

Enterprise Risk Management

  171

 

Overview

  171

 

Credit Risk Management

  171

 

Market Risk Management

  177

 

Critical Accounting Estimates

  178

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 
184

Item 4.

 

Controls and Procedures

  184

PART II – OTHER INFORMATION

   

Item 1.

 

Legal Proceedings

  185

Item 1A.

 

Risk Factors

  185

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

  186

Item 4.

 

Mine Safety Disclosures

  186

Item 6.

 

Exhibits

  186

Signatures

 
187
 

2            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

PART I – FINANCIAL INFORMATION

Item 1.   Financial Statements

Consolidated Balance Sheet (unaudited)

   
(in millions, except for share data)
  June 30, 2012
  December 31, 2011
 
   

Assets:

             

Investments:

             

Fixed maturity securities:

             

Bonds available for sale, at fair value (amortized cost: 2012 – $244,790; 2011 – $250,770)

  $ 263,014   $ 263,981  

Bond trading securities, at fair value

    30,919     24,364  

Equity securities:

             

Common and preferred stock available for sale, at fair value (cost: 2012 – $1,733; 2011 – $1,820)             

    2,947     3,624  

Common and preferred stock trading, at fair value

    103     125  

Mortgage and other loans receivable, net of allowance (portion measured at fair value: 2012 – $123; 2011 – $107)

    19,387     19,489  

Flight equipment primarily under operating leases, net of accumulated depreciation

    35,095     35,539  

Other invested assets (portion measured at fair value: 2012 – $16,415; 2011 – $20,876)

    36,700     40,744  

Short-term investments (portion measured at fair value: 2012 – $7,359; 2011 – $5,913)

    24,365     22,572  
   

Total investments

    412,530     410,438  

Cash

    1,232     1,474  

Accrued investment income

    3,029     3,108  

Premiums and other receivables, net of allowance

    14,550     14,721  

Reinsurance assets, net of allowance

    27,539     27,211  

Current and deferred income taxes

    16,195     17,802  

Deferred policy acquisition costs

    8,565     8,937  

Derivative assets, at fair value

    3,753     4,499  

Other assets, including restricted cash of $3,253 in 2012 and $2,988 in 2011 (portion measured at fair value: 2012 – $700; 2011 – $0)

    13,725     12,782  

Separate account assets, at fair value

    54,265     51,388  
   

Total assets

  $ 555,383   $ 552,360  
   

Liabilities:

             

Liability for unpaid claims and claims adjustment expense

  $ 87,871   $ 91,145  

Unearned premiums

    24,458     23,465  

Future policy benefits for life and accident and health insurance contracts

    34,935     34,317  

Policyholder contract deposits (portion measured at fair value: 2012 – $1,188; 2011 – $918)

    126,954     126,898  

Other policyholder funds

    6,231     6,691  

Derivative liabilities, at fair value

    4,138     4,733  

Other liabilities (portion measured at fair value: 2012 – $1,588; 2011 – $907)

    36,993     27,554  

Long-term debt (portion measured at fair value: 2012 – $9,404; 2011 – $10,766)

    73,897     75,253  

Separate account liabilities

    54,265     51,388  
   

Total liabilities

    449,742     441,444  
   

Commitments, contingencies and guarantees (see Note 9)

             

Redeemable noncontrolling interests (see Note 1):

             

Nonvoting, callable, junior preferred interests held by Department of the Treasury

    -     8,427  

Other

    112     96  
   

Total redeemable noncontrolling interests

    112     8,523  
   

AIG shareholders' equity:

             

Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued: 2012 – 1,906,612,666 and 2011 – 1,906,568,099

    4,766     4,766  

Treasury stock, at cost; 2012 – 178,142,848; 2011 – 9,746,617 shares of common stock

    (5,926 )   (942 )

Additional paid-in capital

    81,764     81,787  

Retained earnings

    16,314     10,774  

Accumulated other comprehensive income

    7,791     5,153  
   

Total AIG shareholders' equity

    104,709     101,538  

Non-redeemable noncontrolling interests

    820     855  
   

Total equity

    105,529     102,393  
   

Total liabilities and equity

  $ 555,383   $ 552,360  
   

See accompanying Notes to Consolidated Financial Statements, which include a summary of revisions to prior year balances in connection with a change in accounting principle.

AIG 2012 Form 10-Q            3


Table of Contents


American International Group, Inc.

Consolidated Statement of Operations (unaudited)

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(dollars in millions, except per share data)
  2012
  2011
  2012
  2011
 
   

Revenues:

                         

Premiums

  $ 9,619   $ 9,898   $ 19,080   $ 19,380  

Policy fees

    674     682     1,365     1,366  

Net investment income

    4,481     4,464     11,586     10,033  

Net realized capital gains (losses):

                         

Total other-than-temporary impairments on available for sale securities

    (99 )   (181 )   (267 )   (399 )

Portion of other-than-temporary impairments on available for sale fixed maturity securities recognized in Other comprehensive income

    (51 )   56     (336 )   59  
   

Net other-than-temporary impairments on available for sale securities recognized in net income             

    (150 )   (125 )   (603 )   (340 )

Other realized capital gains (losses)

    547     200     750     (320 )
   

Total net realized capital gains (losses)

    397     75     147     (660 )

Aircraft leasing revenue

    1,123     1,134     2,279     2,290  

Other income

    829     427     1,109     1,710  
   

Total revenues

    17,123     16,680     35,566     34,119  
   

Benefits, claims and expenses:

                         

Policyholder benefits and claims incurred

    7,769     8,086     14,871     17,045  

Interest credited to policyholder account balances

    1,064     1,114     2,133     2,220  

Amortization of deferred acquisition costs

    1,472     1,322     2,819     2,553  

Other acquisition and insurance expenses

    2,264     2,129     4,522     4,097  

Interest expense

    954     1,001     1,907     2,085  

Aircraft leasing expenses

    646     578     1,271     1,207  

Net loss on extinguishment of debt

    11     79     32     3,392  

Other expenses

    1,192     577     1,676     1,036  
   

Total benefits, claims and expenses

    15,372     14,886     29,231     33,635  
   

Income from continuing operations before income tax expense (benefit)

    1,751     1,794     6,335     484  
   

Income tax expense (benefit)

    (593 )   (296 )   555     (522 )
   

Income from continuing operations

    2,344     2,090     5,780     1,006  

Income (loss) from discontinued operations, net of income tax expense (benefit)

    (5 )   (37 )   8     2,548  
   

Net income

    2,339     2,053     5,788     3,554  
   

Less:

                         

Net income from continuing operations attributable to noncontrolling interests:

                         

Nonvoting, callable, junior and senior preferred interests

    -     141     208     393  

Other

    7     64     40     9  
   

Total net income from continuing operations attributable to noncontrolling interests

    7     205     248     402  

Net income from discontinued operations attributable to noncontrolling interests

    -     12     -     19  
   

Total net income attributable to noncontrolling interests

    7     217     248     421  
   

Net income attributable to AIG

  $ 2,332   $ 1,836   $ 5,540   $ 3,133  
   

Net income attributable to AIG common shareholders

  $ 2,332   $ 1,836   $ 5,540   $ 2,321  
   

Income per common share attributable to AIG common shareholders:

                         

Basic:

                         

Income (loss) from continuing operations

  $ 1.33   $ 1.03   $ 3.05   $ (0.12 )

Income (loss) from discontinued operations

  $ -   $ (0.03 ) $ -   $ 1.49  

Diluted:

                         

Income (loss) from continuing operations

  $ 1.33   $ 1.03   $ 3.05   $ (0.12 )

Income (loss) from discontinued operations

  $ -   $ (0.03 ) $ -   $ 1.49  
   

Weighted average shares outstanding:

                         

Basic

    1,756,689,067     1,836,713,069     1,816,331,019     1,698,001,301  

Diluted

    1,756,714,475     1,836,771,513     1,816,358,625     1,698,001,301  
   

See accompanying Notes to Consolidated Financial Statements, which include a summary of revisions to prior year balances in connection with a change in accounting principle.

4            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

Consolidated Statement of Comprehensive Income (unaudited)

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Net income

  $ 2,339   $ 2,053   $ 5,788   $ 3,554  
   

Other comprehensive income, net of tax

                         

Change in unrealized appreciation (depreciation) of fixed maturity investments on which other-than-temporary credit impairments were taken

    17     (107 )   630     289  

Change in unrealized appreciation of all other investments

    1,305     1,861     2,286     1,054  

Change in foreign currency translation adjustments

    (427 )   288     (336 )   (229 )

Change in net derivative gains arising from cash flow hedging activities

    1     58     23     71  

Change in retirement plan liabilities adjustment

    14     14     32     149  
   

Other comprehensive income

    910     2,114     2,635     1,334  
   

Comprehensive income

    3,249     4,167     8,423     4,888  

Comprehensive income attributable to noncontrolling nonvoting, callable, junior and senior preferred interests

    -     141     208     393  

Comprehensive income (loss) attributable to other noncontrolling interests

    (1 )   (7 )   37     (19 )
   

Total comprehensive income (loss) attributable to noncontrolling interests

    (1 )   134     245     374  
   

Comprehensive income attributable to AIG

  $ 3,250   $ 4,033   $ 8,178   $ 4,514  
   

See accompanying Notes to Consolidated Financial Statements, which include a summary of revisions to prior year balances in connection with a change in accounting principle.

AIG 2012 Form 10-Q            5


Table of Contents


American International Group, Inc.

Consolidated Statement of Cash Flows (unaudited)

   
Six Months Ended June 30,
(in millions)
  2012
  2011
 
   

Cash flows from operating activities:

             

Net income

  $ 5,788   $ 3,554  

Income from discontinued operations

    (8 )   (2,548 )
   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

             

Noncash revenues, expenses, gains and losses included in income:

             

Net gains on sales of securities available for sale and other assets

    (1,817 )   (539 )

Net losses on extinguishment of debt

    32     3,392  

Unrealized gains in earnings – net

    (4,088 )   (2,473 )

Equity in income from equity method investments, net of dividends or distributions

    (395 )   (795 )

Depreciation and other amortization

    3,574     3,585  

Impairments of assets

    1,085     889  

Changes in operating assets and liabilities:

             

General and life insurance reserves

    (639 )   5,604  

Premiums and other receivables and payables – net

    495     49  

Reinsurance assets and funds held under reinsurance treaties

    (365 )   (5,559 )

Capitalization of deferred policy acquisition costs

    (2,863 )   (2,661 )

Current and deferred income taxes – net

    349     (1,068 )

Payment of FRBNY Credit Facility accrued compounded interest and fees

    -     (6,363 )

Other, net

    484     (1,279 )
   

Total adjustments

    (4,148 )   (7,218 )
   

Net cash provided by (used in) operating activities – continuing operations

    1,632     (6,212 )

Net cash provided by operating activities – discontinued operations

    -     2,675  
   

Net cash provided by (used in) operating activities

    1,632     (3,537 )
   

Cash flows from investing activities:

             

Proceeds from (payments for)

             

Sales of available for sale and hybrid investments

    22,028     23,668  

Maturities of fixed maturity securities available for sale and hybrid investments

    10,805     9,846  

Sales of trading securities

    4,968     7,621  

Sales or distributions of other invested assets (including flight equipment)

    7,790     4,961  

Sales of divested businesses, net

    -     587  

Principal payments received on and sales of mortgage and other loans receivable

    1,384     1,706  

Purchases of available for sale and hybrid investments

    (28,993 )   (48,485 )

Purchases of trading securities

    (2,394 )   (688 )

Purchases of other invested assets (including flight equipment)

    (2,959 )   (3,260 )

Mortgage and other loans receivable issued and purchased

    (1,402 )   (1,026 )

Net change in restricted cash

    (265 )   26,480  

Net change in short-term investments

    (211 )   12,967  

Net change in derivative assets and liabilities

    278     390  

Other, net

    (158 )   33  
   

Net cash provided by investing activities – continuing operations

    10,871     34,800  

Net cash provided by investing activities – discontinued operations

    -     3,021  
   

Net cash provided by investing activities

    10,871     37,821  
   

Cash flows from financing activities:

             

Proceeds from (payments for)

             

Policyholder contract deposits

    6,809     9,530  

Policyholder contract withdrawals

    (7,077 )   (7,769 )

FRBNY credit facility repayments

    -     (14,622 )

Issuance of long-term debt

    6,776     3,021  

Repayments of long-term debt

    (8,155 )   (9,968 )

Proceeds from drawdown on the Department of the Treasury Commitment

    -     20,292  

Repayment of Department of the Treasury SPV Preferred Interests

    (8,636 )   (9,146 )

Repayment of FRBNY SPV Preferred Interests

    -     (26,432 )

Issuance of Common Stock

    -     4,332  

Purchase of Common Stock

    (5,000 )   -  

Acquisition of noncontrolling interest

    (100 )   (647 )

Other, net

    2,662     (373 )
   

Net cash used in financing activities – continuing operations

    (12,721 )   (31,782 )

Net cash used in financing activities – discontinued operations

    -     (1,932 )
   

Net cash used in financing activities

    (12,721 )   (33,714 )
   

Effect of exchange rate changes on cash

    (24 )   29  
   

Net increase (decrease) in cash

    (242 )   599  

Cash at beginning of period

    1,474     1,558  

Change in cash of businesses held for sale

    -     433  
   

Cash at end of period

  $ 1,232   $ 2,590  
   

See accompanying Notes to Consolidated Financial Statements, which include a summary of revisions to prior year balances in connection with a change in accounting principle.

6            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

Consolidated Statement of Equity (unaudited)

   
(in millions)
  Preferred
Stock

  Common
Stock

  Treasury
Stock

  Additional
Paid-in
Capital

  Retained
Earnings
(Accumulated
Deficit)

  Accumulated
Other
Comprehensive
Income

  Total AIG
Share-
holders'
Equity

  Non
redeemable
non-
controlling
Interests

  Total
Equity

 
   

Six Months Ended June 30, 2012

                                                       

Balance, beginning of year

  $ -   $ 4,766   $ (942 ) $ 81,787   $ 10,774   $ 5,153   $ 101,538   $ 855   $ 102,393  
   

Common stock issued under stock plans

                16     (15 )   -     -     1     -     1  

Purchase of common stock

    -     -     (5,000 )   -     -     -     (5,000 )   -     (5,000 )

Net income attributable to AIG or other noncontrolling interests*

    -     -     -     -     5,540     -     5,540     43     5,583  

Other comprehensive income (loss)

    -     -     -     -     -     2,638     2,638     (3 )   2,635  

Deferred income taxes

    -     -     -     (8 )   -     -     (8 )   -     (8 )

Contributions from noncontrolling interests

    -     -     -     -     -     -     -     46     46  

Distributions to noncontrolling interests

    -     -     -     -     -     -     -     (100 )   (100 )

Other

    -     -     -     -     -     -     -     (21 )   (21 )
   

Balance, end of period

  $ -   $ 4,766   $ (5,926 ) $ 81,764   $ 16,314   $ 7,791   $ 104,709   $ 820   $ 105,529  
   

Six Months Ended June 30, 2011

                                                       

Balance, beginning of year

  $ 71,983   $ 368   $ (873 ) $ 9,683   $ (3,466 ) $ 7,624   $ 85,319   $ 27,920   $ 113,239  
   

Cumulative effect of change in accounting principle, net of tax

    -     -     -     -     (6,382 )   (81 )   (6,463 )   -     (6,463 )

Series F drawdown

    20,292     -     -     -     -     -     20,292     -     20,292  

Repurchase of SPV preferred interests in connection with Recapitalization

    -     -     -     -     -     -     -     (26,432 )   (26,432 )

Exchange of consideration for preferred stock in connection with Recapitalization

    (92,275 )   4,138     -     67,460     -     -     (20,677 )   -     (20,677 )

Common stock issued

    -     250     -     2,636     -     -     2,886     -     2,886  

Settlement of equity unit stock purchase contract

    -     6     -     1,440     -     -     1,446     -     1,446  

Net income attributable to AIG or other noncontrolling interests*

    -     -     -     -     3,133     -     3,133     22     3,155  

Net income attributable to noncontrolling nonvoting, callable, junior and senior preferred interests

    -     -     -     -     -     -     -     74     74  

Other comprehensive income (loss)

    -     -     -     -     -     1,381     1,381     (47 )   1,334  

Acquisition of noncontrolling interest

    -     -     -     (157 )   -     88     (69 )   (468 )   (537 )

Net decrease due to deconsolidation

    -     -     -     -     -     -     -     (6 )   (6 )

Contributions from noncontrolling interests

    -     -     -     -     -     -     -     42     42  

Distributions to noncontrolling interests

    -     -     -     -     -     -     -     (116 )   (116 )

Other

    -     (1 )   1     (6 )   (1 )   -     (7 )   (41 )   (48 )
   

Balance, end of period

  $ -   $ 4,761   $ (872 ) $ 81,056   $ (6,716 ) $ 9,012   $ 87,241   $ 948   $ 88,189  
   
*
Excludes gains of $205 million and $325 million for the six months ended June 30, 2012 and 2011, respectively, attributable to redeemable noncontrolling interests. See Note 10.

See accompanying Notes to Consolidated Financial Statements, which include a summary of revisions to prior year balances in connection with a change in accounting principle.

AIG 2012 Form 10-Q            7


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT EVENTS

    These unaudited condensed consolidated financial statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) and should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K of American International Group, Inc. (AIG) for the year ended December 31, 2011, as amended by Amendment No. 1 and Amendment No. 2 on Form 10-K/A filed on February 27, 2012 and March 30, 2012, respectively, and as updated by AIG's Current Report on Form 8-K filed on May 4, 2012 (collectively, the 2011 Annual Report). The condensed consolidated financial information as of December 31, 2011 included herein has been derived from audited consolidated financial statements in the 2011 Annual Report not included herein.

    Certain of AIG's foreign subsidiaries included in the consolidated financial statements report on different fiscal-period bases. The effect on AIG's consolidated financial condition and results of operations of all material events occurring at these subsidiaries through the date of each of the periods presented in these financial statements has been recorded.

    In the opinion of management, these consolidated financial statements contain the normal recurring adjustments necessary for a fair statement of the results presented herein. Interim period operating results may not be indicative of the operating results for a full year. AIG evaluated the need to recognize or disclose events that occurred subsequent to June 30, 2012 and prior to the issuance of these unaudited condensed consolidated financial statements. All material intercompany accounts and transactions have been eliminated.


REVISIONS TO PRIOR YEAR FINANCIAL STATEMENTS

    During the quarter ended March 31, 2012, AIG retroactively adopted a standard that changed its method of accounting for costs associated with acquiring or renewing insurance contracts. See Note 2 herein for additional details, including a summary of revisions to prior year financial statements.

    To align the presentation of Changes in fair value of derivatives with changes in the administration of AIG's derivatives portfolio, changes were made to the presentation within the Consolidated Statement of Operations and Consolidated Statement of Cash Flows for activity where Global Capital Markets executes transactions with third parties on behalf of AIG subsidiaries. Specifically, derivative activity where AIGFP is an intermediary for AIG subsidiaries, which historically has been reported in Other income, has been reclassified to Net realized capital gains (losses). Additionally, certain other items have been reclassified within the Consolidated Statement of Operations in the current period. Prior period amounts were reclassified to conform to the current period presentation.


USE OF ESTIMATES

    The preparation of financial statements requires the application of accounting policies that often involve a significant degree of judgment. AIG considers its accounting policies that are most dependent on the application of estimates and assumptions to be those relating to items considered by management in the determination of:

8            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, AIG's consolidated financial condition, results of operations and cash flows could be materially affected.


SIGNIFICANT EVENTS

    During the six months ended June 30, 2012, AIG executed significant transactions in the debt and equity capital markets as described below.

Common Stock Offerings by the Department of the Treasury and AIG Purchases of Shares

    The United States Department of the Treasury (Department of the Treasury), as selling shareholder, completed registered public offerings of AIG common stock, par value $2.50 per share (AIG Common Stock) on March 13, 2012 (the March Offering) and May 10, 2012 (the May Offering).

    In the March Offering, the Department of the Treasury sold approximately 207 million shares of AIG Common Stock for aggregate proceeds of approximately $6.0 billion. AIG purchased approximately 103 million shares of AIG Common Stock in the March Offering at the initial public offering price of $29.00 per share for an aggregate purchase amount of approximately $3.0 billion.

    In the May Offering, the Department of the Treasury sold approximately 189 million shares of AIG Common Stock for aggregate proceeds of approximately $5.7 billion. AIG purchased approximately 66 million shares of AIG Common Stock in the May Offering at the initial public offering price of $30.50 per share for an aggregate purchase amount of approximately $2.0 billion.

    As a result of the Department of the Treasury's sale of AIG Common Stock and AIG's purchase of shares in these offerings, ownership by the Department of the Treasury was reduced from approximately 77 percent to approximately 61 percent of the AIG Common Stock outstanding after the completion of the May Offering.

Sale of AIA Shares

    On March 7, 2012, AIG sold approximately 1.72 billion ordinary shares of AIA Group Limited (AIA) for gross proceeds of approximately $6.0 billion (the AIA Sale). As a result of the AIA Sale, AIG's retained interest in AIA decreased from approximately 33 percent to approximately 19 percent. At June 30, 2012 and December 31, 2011, the fair value of AIG's retained interest in AIA was approximately $7.7 billion and $12.4 billion, respectively.

Senior Notes Offerings

    AIG completed the following registered notes offerings:

AIG 2012 Form 10-Q            9


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

ILFC Debt Offerings

    In the first six months of 2012, International Lease Finance Corporation (ILFC) raised approximately $3.2 billion through a combination of secured and unsecured financings.

Pay Down of Department of the Treasury's AIA SPV Preferred Interests in Full

    On March 7, 2012, AIG entered into an agreement with the Department of the Treasury to amend various agreements (the Amendment), which enabled the special purpose vehicle that held AIG's remaining shares in AIA (the AIA SPV) to retain and distribute to AIG the net proceeds in excess of $5.6 billion received by the AIA SPV from the AIA Sale. In addition, the liens created by the agreements on (i) the equity interests in ILFC, (ii) the ordinary shares of AIA held by the AIA SPV subsequent to the closing of the AIA Sale and (iii) the common equity interests in the AIA SPV were released and such interests and AIA ordinary shares no longer constituted collateral securing the repayment of the liquidation preference of the Department of the Treasury's preferred interests in the AIA SPV (the AIA SPV Preferred Interests). The Amendment also required the AIA SPV and AM Holdings LLC (the ALICO SPV) to redeem their preferred participating return rights held in such SPVs by the Department of the Treasury before the release of the collateral. AIG contributed a portion of the net proceeds received by AIG in respect of its interest in Maiden Lane II LLC (ML II) to redeem these residual rights.

    On March 21, 2012, AIG entered into an agreement with the Department of the Treasury, pursuant to which the AIA SPV paid down in full the remaining liquidation preference of the AIA SPV Preferred Interests. As a result of the payment, the remaining liens on AIG assets supporting the paydown of these interests were released.


SUPPLEMENTARY DISCLOSURE OF CONSOLIDATED CASH FLOW INFORMATION

   
Six Months Ended June 30,
(in millions)
  2012
  2011
 
   

Cash paid during the period for:

             

Interest*

  $ 2,088   $ 7,081  

Taxes

  $ 206   $ 547  

Non-cash financing/investing activities:

             

Interest credited to policyholder contract deposits included in financing activities

  $ 2,186   $ 2,434  
   
*
2011 includes payment of accrued compounded interest of $4.7 billion under the Credit Agreement, dated as of September 22, 2008, as amended (the FRBNY Credit Facility), before the facility was terminated on January 14, 2011 in connection with the series of integrated transactions to recapitalize AIG (the Recapitalization) with the Department of the Treasury, the Federal Reserve Bank of New York and the AIG Credit Facility Trust, including the repayment of all amounts owed under the FRBNY Credit Facility.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RECENT ACCOUNTING STANDARDS

Future Application of Accounting Standards

    In July 2012, the Financial Accounting Standards Board (FASB) issued an accounting standard that allows a company the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired, therefore necessitating that it perform a quantitative impairment test. A company is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the company determines it is more likely than not the asset is impaired.

10            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    The standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. A company can choose to early adopt the standard. AIG does not expect adoption of the standard to have a material effect on its consolidated financial condition, results of operations or cash flows.

Accounting Standards Adopted During 2012

    AIG adopted the following accounting standards on January 1, 2012:

Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts

    In October 2010, the FASB issued an accounting standard update that amends the accounting for costs incurred by insurance companies that can be capitalized in connection with acquiring or renewing insurance contracts. The standard clarifies how to determine whether the costs incurred in connection with the acquisition of new or renewal insurance contracts qualify as deferred policy acquisition costs. AIG adopted the standard retrospectively on January 1, 2012.

    Policy acquisition costs represent those costs that are incremental and directly related to the successful acquisition of new or renewal insurance contracts. AIG defers incremental costs that result directly from, and are essential to, the acquisition or renewal of an insurance contract. Such costs generally include agent or broker commissions and bonuses, premium taxes, and medical and inspection fees that would not have been incurred if the insurance contract had not been acquired or renewed. Each cost is analyzed to assess whether it is fully deferrable. AIG partially defers costs, including certain commissions, when it does not believe the entire cost is directly related to the acquisition or renewal of insurance contracts.

    AIG also defers a portion of employee total compensation and payroll-related fringe benefits directly related to time spent performing specific acquisition or renewal activities including costs associated with the time spent on underwriting, policy issuance and processing, and sales force contract selling. The amounts deferred are derived based on successful efforts for each distribution channel and/or cost center from which the cost originates.

    Advertising costs related to the issuance of insurance contracts that meet the direct-advertising criteria are deferred and amortized as part of deferred policy acquisition costs.

    The method AIG uses to amortize deferred policy acquisition costs for either short- or long-duration insurance contracts did not change as a result of the adoption of the standard.

    The adoption of the standard resulted in a reduction to beginning of period retained earnings for the earliest period presented and a decrease in the amount of capitalized costs in connection with the acquisition or renewal of insurance contracts. Accordingly, AIG revised its historical financial statements and accompanying notes to the consolidated financial statements for the changes in deferred policy acquisition costs and associated changes in acquisition expenses and income taxes for affected entities and segments, including divested entities presented in continuing and discontinued operations.

AIG 2012 Form 10-Q            11


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables present amounts previously reported in 2011, the effect of the change due to the retrospective adoption of the standard, and the adjusted amounts that are reflected in AIG's consolidated financial statements.

   
December 31, 2011
(in millions)
  As Previously
Reported

  Effect of
Change

  As Currently
Reported

 
   

Balance Sheet:

                   

Current and deferred income taxes

  $ 16,084   $ 1,718   $ 17,802  

Deferred policy acquisition costs

    14,026     (5,089 )   8,937  

Other assets

    12,824     (42 )   12,782  
   

Total assets

    555,773     (3,413 )   552,360  
   

Retained earnings

    14,332     (3,558 )   10,774  

Accumulated other comprehensive income

    5,008     145     5,153  
   

Total AIG shareholders' equity

    104,951     (3,413 )   101,538  
   

 

   
Three Months Ended June 30, 2011
(dollars in millions, except per share data)
  As Previously
Reported

  Effect of
Change

  As Currently
Reported

 
   

Statement of Operations:

                   

Total net realized capital gains(a)

  $ 71   $ 4   $ 75  
   

Total revenues

    16,676     4     16,680  
   

Interest credited to policyholder account balances

    1,110     4     1,114  

Amortization of deferred acquisition costs

    1,786     (464 )   1,322  

Other acquisition and other insurance expenses

    1,653     476     2,129  
   

Total benefits, claims and expenses

    14,870     16     14,886  
   

Income (loss) from continuing operations before income tax benefit

    1,806     (12 )   1,794  
   

Income tax benefit(b)

    (288 )   (8 )   (296 )
   

Income (loss) from continuing operations

    2,094     (4 )   2,090  

Income (loss) from discontinued operations, net of income tax expense(c)

    (37 )   -     (37 )
   

Net income

    2,057     (4 )   2,053  
   

Net income attributable to AIG

    1,840     (4 )   1,836  
   

Net income (loss) attributable to AIG common shareholders           

    1,840     (4 )   1,836  
   

Income (loss) per share attributable to AIG common shareholders:

                   

Basic:

                   

Income (loss) from continuing operations

  $ 1.03   $ -   $ 1.03  

Income (loss) from discontinued operations

  $ (0.03 ) $ -   $ (0.03 )

Diluted

                   

Income (loss) from continuing operations

  $ 1.03   $ -   $ 1.03  

Income (loss) from discontinued operations

  $ (0.03 ) $ -   $ (0.03 )
   

12            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


   
Six Months Ended June 30, 2011
(dollars in millions, except per share data)
  As Previously
Reported

  Effect of
Change

  As Currently
Reported

 
   

Statement of Operations:

                   

Total net realized capital losses(a)

  $ (667 ) $ 7   $ (660 )
   

Total revenues

    34,112     7     34,119  
   

Interest credited to policyholder account balances

    2,215     5     2,220  

Amortization of deferred acquisition costs

    3,502     (949 )   2,553  

Other acquisition and other insurance expenses

    3,204     893     4,097  
   

Total benefits, claims and expenses

    33,686     (51 )   33,635  
   

Income (loss) from continuing operations before income tax benefit

    426     58     484  
   

Income tax benefit(b)

    (488 )   (34 )   (522 )
   

Income (loss) from continuing operations

    914     92     1,006  

Income (loss) from discontinued operations, net of income tax expense(c)

    1,616     932     2,548  
   

Net income

    2,530     1,024     3,554  
   

Net income attributable to AIG

    2,109     1,024     3,133  
   

Net income (loss) attributable to AIG common shareholders           

    1,297     1,024     2,321  
   

Income (loss) per share attributable to AIG common shareholders:

                   

Basic:

                   

Income (loss) from continuing operations

  $ (0.18 ) $ 0.06   $ (0.12 )

Income from discontinued operations

  $ 0.94   $ 0.55   $ 1.49  

Diluted

                   

Income (loss) from continuing operations

  $ (0.18 ) $ 0.06   $ (0.12 )

Income from discontinued operations

  $ 0.94   $ 0.55   $ 1.49  
   
(a)
Includes $5 million and $(82) million for the three and six months ended June 30, 2011, respectively, attributable to the effect of the reclassification of certain derivative activity discussed in Note 1 herein.

(b)
Includes a change in the deferred tax asset valuation allowance for the period.

(c)
Represents the results of Nan Shan Life Insurance Company, Ltd. (Nan Shan) and the results of AIG Star Life Insurance Co. Ltd. (AIG Star) and AIG Edison Life Insurance Company (AIG Edison) through the date of their disposition, and the gain on the sale of AIG Star and AIG Edison, which were sold in the first quarter of 2011.

AIG 2012 Form 10-Q            13


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    Adoption of the standard did not affect the previously reported totals for net cash flows provided by (used in) operating, investing, or financing activities, but did affect the following components of net cash flows provided by (used in) operating activities.

   
Six Months Ended June 30, 2011
(in millions)
  As Previously
Reported

  Effect of
Change

  As Currently
Reported

 
   

Cash flows from operating activities:

                   

Net income

  $ 2,530   $ 1,024   $ 3,554  

Income from discontinued operations

    (1,616 )   (932 )   (2,548 )
   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                   

Noncash revenues, expenses, gains and losses included in income (loss):

                   

Unrealized gains in earnings – net*

    (2,466 )   (7 )   (2,473 )

Depreciation and other amortization

    4,529     (944 )   3,585  

Changes in operating assets and liabilities:

                   

Capitalization of deferred policy acquisition costs

    (3,554 )   893     (2,661 )

Current and deferred income taxes – net

    (1,034 )   (34 )   (1,068 )

Total adjustments

    (7,126 )   (92 )   (7,218 )
   
*
Includes $73 million for the six months ended June 30, 2011 attributable to the effect of the reclassification of certain derivative activity discussed in Note 1 herein.

    For short-duration insurance contracts, starting in 2012, AIG elected to include anticipated investment income in its determination of whether the deferred policy acquisition costs are recoverable. AIG believes the inclusion of anticipated investment income in the recoverability analysis is a preferable accounting policy because it includes in the recoverability analysis the fact that there is a timing difference between when the premiums are collected and in turn invested and when the losses and related expenses are paid. This is considered a change in accounting principle that required retrospective application to all periods presented. Because AIG historically has not recorded any premium deficiency on its short-duration insurance contracts even without the inclusion of anticipated investment income, there were no changes to the historical financial statements for the change in accounting principle.

Reconsideration of Effective Control for Repurchase Agreements

    In April 2011, the FASB issued an accounting standard that amends the criteria used to determine effective control for repurchase agreements and other similar arrangements such as securities lending transactions. The standard modifies the criteria for determining when these transactions would be accounted for as secured borrowings (i.e., financings) instead of sales of the securities.

    The standard removes from the assessment of effective control the requirement that the transferor have the ability to repurchase or redeem the financial assets on substantially agreed terms, even in the event of default by the transferee. The removal of this requirement makes the level of collateral received by the transferor in a repurchase agreement or similar arrangement irrelevant in determining whether the transaction should be accounted for as a sale. Consequently, more repurchase agreements, securities lending transactions and similar arrangements will be accounted for as secured borrowings.

    The guidance in the standard must be applied prospectively to transactions or modifications of existing transactions that occur on or after January 1, 2012. Under this standard, $204 million in repurchase agreements (related to securities with a fair value of $259 million) continued to be accounted for as sales as of June 30, 2012. Any modifications to these transactions that occur subsequent to adoption will result in an assessment of whether they should be accounted for as secured borrowings under the standard. As of June 30, 2012, there were no such modifications subsequent to the adoption of the standard.

14            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Common Fair Value Measurements and Disclosure Requirements in GAAP and IFRS

    In May 2011, the FASB issued an accounting standard that amended certain aspects of the fair value measurement guidance in GAAP, primarily to achieve the FASB's objective of a converged definition of fair value and substantially converged measurement and disclosure guidance with International Financial Reporting Standards (IFRS). The measurement and disclosure requirements under GAAP and IFRS are now generally consistent, with certain exceptions including the accounting for day one gains and losses, measuring the fair value of alternative investments using net asset value and certain disclosure requirements.

    The standard's fair value measurement and disclosure guidance applies to all companies that measure assets, liabilities, or instruments classified in shareholders' equity at fair value or provide fair value disclosures for items not recorded at fair value. The guidance clarifies existing guidance on the application of fair value measurements, changes certain principles or requirements for measuring fair value, and requires significant additional disclosures for Level 3 valuation inputs. The new disclosure requirements were applied prospectively. The standard became effective for AIG beginning on January 1, 2012. The standard did not have any effect on AIG's consolidated financial condition, results of operations or cash flows. See Note 4 herein.

Presentation of Comprehensive Income

    In June 2011, the FASB issued an accounting standard that requires the presentation of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components, followed consecutively by a second statement that presents total other comprehensive income and its components. The standard became effective beginning January 1, 2012 with retrospective application required. The standard did not have any effect on AIG's consolidated financial condition, results of operations or cash flows.

Testing Goodwill for Impairment

    In September 2011, the FASB issued an accounting standard that amends the approach to testing goodwill for impairment. The standard simplifies how entities test goodwill for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative, two-step goodwill impairment test. The standard became effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of the standard did not affect AIG's consolidated financial condition, results of operations or cash flows.


3. SEGMENT INFORMATION

    AIG reports the results of its operations through three reportable segments: Chartis, SunAmerica Financial Group (SunAmerica) and Aircraft Leasing. AIG evaluates performance based on pre-tax income (loss), excluding results from discontinued operations, because AIG believes this provides more meaningful information on how its operations are performing.

    Effective during the first quarter of 2012, in order to align financial reporting with the manner in which AIG's chief operating decision makers review the Chartis businesses to assess performance and make decisions about resources to be allocated, certain products previously reported in Commercial Insurance were reclassified to Consumer Insurance. These revisions did not affect the total Chartis reportable segment results previously reported.

AIG 2012 Form 10-Q            15


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents AIG's operations by reportable segment:

   
 
  Reportable Segment    
   
   
   
 
 
   
   
  Consolidation
and
Eliminations

   
 
(in millions)
  Chartis
  SunAmerica
  Aircraft
Leasing
*
  Other
Operations

  Total
  Consolidated
 
   

Three Months Ended June 30, 2012

                                           

Total revenues

  $ 10,020   $ 4,213   $ 1,121   $ 1,869   $ 17,223   $ (100 ) $ 17,123  

Pre-tax income (loss)

    961     777     86     (116 )   1,708     43     1,751  
   

Three Months Ended June 30, 2011

                                           

Total revenues

  $ 10,218   $ 3,896   $ 1,119   $ 1,565   $ 16,798   $ (118 ) $ 16,680  

Pre-tax income

    826     766     87     87     1,766     28     1,794  
   

Six Months Ended June 30, 2012

                                           

Total revenues

  $ 19,818   $ 7,909   $ 2,275   $ 5,872   $ 35,874   $ (308 ) $ 35,566  

Pre-tax income (loss)

    1,871     1,639     206     2,620     6,336     (1 )   6,335  
   

Six Months Ended June 30, 2011

                                           

Total revenues

  $ 20,098   $ 7,735   $ 2,260   $ 4,297   $ 34,390   $ (271 ) $ 34,119  

Pre-tax income (loss)

    452     1,733     207     (1,910 )   482     2     484  
   
*
AIG's Aircraft Leasing operations consist of a single operating segment.

The following table presents Chartis operations by operating segment:

   
(in millions)
  Commercial
Insurance

  Consumer
Insurance

  Other
  Total
Chartis

 
   

Three Months Ended June 30, 2012

                         

Total revenues

  $ 6,087   $ 3,564   $ 369   $ 10,020  

Pre-tax income

    594     192     175     961  
   

Three Months Ended June 30, 2011

                         

Total revenues

  $ 6,437   $ 3,482   $ 299   $ 10,218  

Pre-tax income

    629     59     138     826  
   

Six Months Ended June 30, 2012

                         

Total revenues

  $ 12,016   $ 7,176   $ 626   $ 19,818  

Pre-tax income

    1,159     426     286     1,871  
   

Six Months Ended June 30, 2011

                         

Total revenues

  $ 12,503   $ 6,916   $ 679   $ 20,098  

Pre-tax income (loss)

    245     (196 )   403     452  
   

16            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents SunAmerica operations by operating segment:

   
(in millions)
  Domestic
Life
Insurance

  Domestic
Retirement
Services

  Total
SunAmerica

 
   

Three Months Ended June 30, 2012

                   

Total revenues

  $ 2,484   $ 1,729   $ 4,213  

Pre-tax income

    673     104     777  
   

Three Months Ended June 30, 2011

                   

Total revenues

  $ 2,146   $ 1,750   $ 3,896  

Pre-tax income

    369     397     766  
   

Six Months Ended June 30, 2012

                   

Total revenues

  $ 4,643   $ 3,266   $ 7,909  

Pre-tax income

    1,161     478     1,639  
   

Six Months Ended June 30, 2011

                   

Total revenues

  $ 4,108   $ 3,627   $ 7,735  

Pre-tax income

    702     1,031     1,733  
   

The following table presents the components of AIG's Other operations:

   
(in millions)
  Mortgage
Guaranty

  Global
Capital
Markets

  Direct
Investment
Book

  Retained
Interests

  Corporate
& Other

  Consolidation
and
Eliminations

  Total
Other
Operations

 
   

Three Months Ended June 30, 2012

                                           

Total revenues

  $ 224   $ 10   $ 584   $ 813   $ 251   $ (13 ) $ 1,869  

Pre-tax income (loss)

    48     (25 )   485     813     (1,435 )   (2 )   (116 )
   

Three Months Ended June 30, 2011

                                           

Total revenues

  $ 232   $ (105 ) $ 136   $ 854   $ 458   $ (10 ) $ 1,565  

Pre-tax income (loss)

    6     (169 )   73     854     (668 )   (9 )   87  
   

Six Months Ended June 30, 2012

                                           

Total revenues

  $ 424   $ 170   $ 928   $ 3,860   $ 513   $ (23 ) $ 5,872  

Pre-tax income (loss)

    56     63     733     3,860     (2,093 )   1     2,620  
   

Six Months Ended June 30, 2011

                                           

Total revenues

  $ 470   $ 281   $ 599   $ 2,503   $ 469   $ (25 ) $ 4,297  

Pre-tax income (loss)

    14     121     483     2,503     (5,015 )   (16 )   (1,910 )
   

AIG 2012 Form 10-Q            17


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

4. FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS ON A RECURRING BASIS

    AIG carries certain of its financial instruments at fair value. AIG defines the fair value of a financial instrument as the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 6 to the Consolidated Financial Statements in the 2011 Annual Report for a discussion of AIG's accounting policies and procedures regarding fair value measurements related to the following information.

    Assets and liabilities recorded at fair value in the Consolidated Balance Sheet are measured and classified in accordance with a fair value hierarchy established in GAAP. The hierarchy consists of three "levels" based on the observability of inputs available in the marketplace used to measure the fair values as discussed below:

Level 1:  Fair value measurements that are quoted prices (unadjusted) in active markets that AIG has the ability to access for identical assets or liabilities.

Level 2:  Fair value measurements based on inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3:  Fair value measurements based on valuation techniques that use significant inputs that are unobservable. Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Therefore, AIG must make certain assumptions as to the inputs a hypothetical market participant would use to value that asset or liability.

18            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The following table presents information about assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the levels of the inputs used:

   
June 30, 2012
(in millions)
  Level 1
  Level 2
  Level 3
  Counterparty
Netting
(a)
  Cash
Collateral
(b)
  Total
 
   

Assets:

                                     

Bonds available for sale:

                                     

U.S. government and government sponsored entities

  $ 19   $ 3,998   $ -   $ -   $ -   $ 4,017  

Obligations of states, municipalities and political subdivisions

    -     36,241     1,013     -     -     37,254  

Non-U.S. governments             

    833     24,535     13     -     -     25,381  

Corporate debt

    -     145,022     1,306     -     -     146,328  

RMBS

    -     23,170     10,488     -     -     33,658  

CMBS

    -     4,148     4,643     -     -     8,791  

CDO/ABS

    -     2,511     5,074     -     -     7,585  
   

Total bonds available for sale

    852     239,625     22,537     -     -     263,014  
   

Bond trading securities:

                                     

U.S. government and government sponsored entities

    800     6,792     -     -     -     7,592  

Obligations of states, municipalities and political subdivisions

    -     236     -     -     -     236  

Non-U.S. governments             

    -     34     -     -     -     34  

Corporate debt

    -     1,057     3     -     -     1,060  

RMBS

    -     1,158     290     -     -     1,448  

CMBS

    -     1,676     457     -     -     2,133  

CDO/ABS

    -     3,769     14,647     -     -     18,416  
   

Total bond trading securities

    800     14,722     15,397     -     -     30,919  
   

Equity securities available for sale:

                                     

Common stock

    2,608     2     41     -     -     2,651  

Preferred stock

    -     46     139     -     -     185  

Mutual funds

    73     38     -     -     -     111  
   

Total equity securities available for sale

    2,681     86     180     -     -     2,947  
   

Equity securities trading             

    23     80     -     -     -     103  

Mortgage and other loans receivable

    -     122     1     -     -     123  

Other invested assets(c)

    7,747     1,619     7,049     -     -     16,415  

Derivative assets:

                                     

Interest rate contracts

    12     6,649     1,006     -     -     7,667  

Foreign exchange contracts

    -     53     -     -     -     53  

Equity contracts

    106     117     38     -     -     261  

Commodity contracts

    -     181     2     -     -     183  

Credit contracts

    -     -     64     -     -     64  

Other contracts

    -     164     68     -     -     232  

Counterparty netting and cash collateral

    -     -     -     (3,716 )   (991 )   (4,707 )
   

Total derivative assets

    118     7,164     1,178     (3,716 )   (991 )   3,753  
   

Short-term investments(d)             

    371     6,988     -     -     -     7,359  

Separate account assets

    51,412     2,853     -     -     -     54,265  

Other assets

    -     700     -     -     -     700  
   

Total

  $ 64,004   $ 273,959   $ 46,342   $ (3,716 ) $ (991 ) $ 379,598  
   

Liabilities:

                                     

Policyholder contract deposits

  $ -   $ -   $ 1,188   $ -   $ -   $ 1,188  

Derivative liabilities:

                                     

Interest rate contracts

    -     6,663     245     -     -     6,908  

Foreign exchange contracts

    -     171     -     -     -     171  

Equity contracts

    2     234     10     -     -     246  

Commodity contracts

    -     185     -     -     -     185  

Credit contracts(e)

    -     5     2,651     -     -     2,656  

Other contracts

    -     65     222     -     -     287  

Counterparty netting and cash collateral

    -     -     -     (3,716 )   (2,599 )   (6,315 )
   

Total derivative liabilities

    2     7,323     3,128     (3,716 )   (2,599 )   4,138  
   

Other long-term debt(f)

    -     8,997     407     -     -     9,404  

Other liabilities(g)

    24     1,564     -     -     -     1,588  
   

Total

  $ 26   $ 17,884   $ 4,723   $ (3,716 ) $ (2,599 ) $ 16,318  
   

AIG 2012 Form 10-Q            19


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   
December 31, 2011
(in millions)
  Level 1
  Level 2
  Level 3
  Counterparty
Netting
(a)
  Cash
Collateral
(b)
  Total
 
   

Assets:

                                     

Bonds available for sale:

                                     

U.S. government and government sponsored entities

  $ 174   $ 5,904   $ -   $ -   $ -   $ 6,078  

Obligations of states, municipalities and
political subdivisions

    -     36,538     960     -     -     37,498  

Non-U.S. governments

    259     25,467     9     -     -     25,735  

Corporate debt

    -     142,883     1,935     -     -     144,818  

RMBS

    -     23,727     10,877     -     -     34,604  

CMBS

    -     3,991     3,955     -     -     7,946  

CDO/ABS

    -     3,082     4,220     -     -     7,302  
   

Total bonds available for sale

    433     241,592     21,956     -     -     263,981  
   

Bond trading securities:

                                     

U.S. government and government sponsored entities

    100     7,404     -     -     -     7,504  

Obligations of states, municipalities and political subdivisions

    -     257     -     -     -     257  

Non-U.S. governments

    -     35     -     -     -     35  

Corporate debt

    -     809     7     -     -     816  

RMBS

    -     1,345     303     -     -     1,648  

CMBS

    -     1,283     554     -     -     1,837  

CDO/ABS

    -     3,835     8,432     -     -     12,267  
   

Total bond trading securities

    100     14,968     9,296     -     -     24,364  
   

Equity securities available for sale:

                                     

Common stock

    3,294     70     57     -     -     3,421  

Preferred stock

    -     44     99     -     -     143  

Mutual funds

    55     5     -     -     -     60  
   

Total equity securities available for sale

    3,349     119     156     -     -     3,624  
   

Equity securities trading

    43     82     -     -     -     125  

Mortgage and other loans receivable

    -     106     1     -     -     107  

Other invested assets(c)

    12,549     1,709     6,618     -     -     20,876  

Derivative assets:

                                     

Interest rate contracts

    2     7,251     1,033     -     -     8,286  

Foreign exchange contracts

    -     143     2     -     -     145  

Equity contracts

    92     133     38     -     -     263  

Commodity contracts

    -     134     2     -     -     136  

Credit contracts

    -     -     89     -     -     89  

Other contracts

    29     462     250     -     -     741  

Counterparty netting and cash collateral

    -     -     -     (3,660 )   (1,501 )   (5,161 )
   

Total derivative assets

    123     8,123     1,414     (3,660 )   (1,501 )   4,499  
   

Short-term investments(d)

    2,309     3,604     -     -     -     5,913  

Separate account assets

    48,502     2,886     -     -     -     51,388  
   

Total

  $ 67,408   $ 273,189   $ 39,441   $ (3,660 ) $ (1,501 ) $ 374,877  
   

20            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   
December 31, 2011
(in millions)
  Level 1
  Level 2
  Level 3
  Counterparty
Netting
(a)
  Cash
Collateral
(b)
  Total
 
   

Liabilities:

                                     

Policyholder contract deposits

  $ -   $ -   $ 918   $ -   $ -   $ 918  

Derivative liabilities:

                                     

Interest rate contracts

    -     6,661     248     -     -     6,909  

Foreign exchange contracts

    -     178     -     -     -     178  

Equity contracts

    -     198     10     -     -     208  

Commodity contracts

    -     146     -     -     -     146  

Credit contracts(e)

    -     4     3,362     -     -     3,366  

Other contracts

    -     155     217     -     -     372  

Counterparty netting and cash collateral

    -     -     -     (3,660 )   (2,786 )   (6,446 )
   

Total derivative liabilities

    -     7,342     3,837     (3,660 )   (2,786 )   4,733  
   

Other long-term debt(f)

    -     10,258     508     -     -     10,766  

Other liabilities(g)

    193     714     -     -     -     907  
   

Total

  $ 193   $ 18,314   $ 5,263   $ (3,660 ) $ (2,786 ) $ 17,324  
   
(a)
Represents netting of derivative exposures covered by a qualifying master netting agreement.

(b)
Represents cash collateral posted and received. Securities collateral posted for derivative transactions that is reflected in Fixed maturity securities in the Consolidated Balance Sheet, and collateral received, not reflected in the Consolidated Balance Sheet, were $1.6 billion and $115 million, respectively, at June 30, 2012 and $1.8 billion and $100 million, respectively, at December 31, 2011.

(c)
Included in Level 1 are $7.7 billion and $12.4 billion at June 30, 2012 and December 31, 2011, respectively, of AIA ordinary shares publicly traded on the Hong Kong Stock Exchange. Approximately 3 percent of the fair value of the assets recorded as Level 3 relate to various private equity, real estate, hedge fund and fund-of-funds investments that are consolidated by AIG at both June 30, 2012 and December 31, 2011, respectively. AIG's ownership in these funds represented 64.2 percent, or $0.9 billion, of Level 3 assets at June 30, 2012 and 57.3 percent, or $0.7 billion, of Level 3 assets at December 31, 2011.

(d)
Included in Level 2 is the fair value of securities purchased under agreements to resell of $0.7 billion and $0.1 billion at June 30, 2012 and December 31, 2011, respectively.

(e)
Included in Level 3 is the fair value derivative liability of $2.5 billion and $3.2 billion at June 30, 2012 and December 31, 2011, respectively, on the super senior credit default swap portfolio.

(f)
Includes Guaranteed Investment Agreements (GIAs), notes, bonds, loans and mortgages payable.

(g)
Included in Level 2 is the fair value of securities sold under agreements to repurchase and securities and spot commodities sold but not yet purchased, of $1.5 billion and $45 million, respectively, at June 30, 2012. Included in Level 2 is the fair value of securities sold under agreements to repurchase, securities and spot commodities sold but not yet purchased and trust deposits and deposits due to banks and other depositors, of $0.6 billion, $144 million and $6 million, respectively, at December 31, 2011.


TRANSFERS OF LEVEL 1 AND LEVEL 2 ASSETS AND LIABILITIES

    AIG's policy is to record transfers of assets and liabilities between Level 1 and Level 2 at their fair values as of the end of each reporting period, consistent with the date of the determination of fair value. Assets are transferred out of Level 1 when they are no longer transacted with sufficient frequency and volume in an active market. Conversely, assets are transferred from Level 2 to Level 1 when transaction volume and frequency are indicative of an active market. During the three- and six-month periods ended June 30, 2012, AIG transferred $136 million of securities issued by Non-U.S. government entities from Level 1 to Level 2, as they are no longer considered actively traded. AIG had no material transfers from Level 2 to Level 1 during the three- and six-month periods ended June 30, 2012.

AIG 2012 Form 10-Q            21


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


CHANGES IN LEVEL 3 RECURRING FAIR VALUE MEASUREMENTS

The following tables present changes during the three-and six-month periods ended June 30, 2012 and 2011 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 assets and liabilities that remained in the Consolidated Balance Sheet at June 30, 2012 and 2011:

   
(in millions)
  Fair value
Beginning
of Period
(a)
  Net
Realized and
Unrealized
Gains (Losses)
Included
in Income

  Accumulated
Other
Comprehensive
Income (Loss)

  Purchases,
Sales,
Issues and
Settlements,
Net

  Gross
Transfers
in

  Gross
Transfers
out

  Fair value
End of Period

  Changes in
Unrealized Gains
(Losses) Included
in Income on
Instruments Held
at End of Period

 
   

Three Months Ended June 30, 2012

                                                 

Assets:

                                                 

Bonds available for sale:              

                                                 

Obligations of states, municipalities and political subdivisions                     

  $ 1,054   $ 31   $ (5 ) $ (63 ) $ 45   $ (49 ) $ 1,013   $ -  

Non-U.S. governments              

    15     -     (7 )   -     5     -     13     -  

Corporate debt                     

    1,323     (1 )   (7 )   5     55     (69 )   1,306     -  

RMBS

    13,240     195     10     (616 )   7     (2,348 )   10,488     -  

CMBS

    4,173     2     14     492     12     (50 )   4,643     -  

CDO/ABS

    4,882     26     89     (91 )   168     -     5,074     -  
   

Total bonds available for sale

    24,687     253     94     (273 )   292     (2,516 )   22,537     -  
   

Bond trading securities:

                                                 

Corporate debt

    5     -     -     (2 )   -     -     3     -  

RMBS

    314     (5 )   -     (19 )   -     -     290     (7 )

CMBS

    433     16     -     13     4     (9 )   457     78  

CDO/ABS

    8,416     1,444     -     4,787     -     -     14,647     1,462  
   

Total bond trading securities

    9,168     1,455     -     4,779     4     (9 )   15,397     1,533  
   

Equity securities available for sale:

                                                 

Common stock

    50     9     -     (19 )   1     -     41     -  

Preferred stock                     

    106     -     (31 )   61     3     -     139     -  
   

Total equity securities available for sale

    156     9     (31 )   42     4     -     180     -  
   

Mortgage and other loans receivable

    1     -     -     -     -     -     1     -  

Other invested assets              

    7,186     (32 )   66     (68 )   18     (121 )   7,049     -  
   

Total

  $ 41,198   $ 1,685   $ 129   $ 4,480   $ 318   $ (2,646 ) $ 45,164   $ 1,533  
   

Liabilities:

                                                 

Policyholder contract deposits

  $ (782 ) $ (408 ) $ -   $ 2   $ -   $ -   $ (1,188 ) $ 244  

Derivative liabilities, net:

                                                 

Interest rate contracts              

    778     46     -     (63 )   -     -     761     10  

Foreign exchange contracts              

    -     -     -     -     -     -     -     -  

Equity contracts

    40     (23 )   -     11     -     -     28     -  

Commodity contracts              

    2     -     -     (2 )   -     2     2     (1 )

Credit contracts

    (2,705 )   344     -     (226 )   -     -     (2,587 )   (122 )

Other contracts

    (37 )   422     (7 )   (490 )   (42 )   -     (154 )   (15 )
   

Total derivative liabilities, net

    (1,922 )   789     (7 )   (770 )   (42 )   2     (1,950 )   (128 )
   

Other long-term debt(b)

    (575 )   (268 )   -     22     -     414     (407 )   (25 )
   

Total

  $ (3,279 ) $ 113   $ (7 ) $ (746 ) $ (42 ) $ 416   $ (3,545 ) $ 91  
   

22            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   
(in millions)
  Fair value
Beginning
of Period
(a)
  Net
Realized and
Unrealized
Gains (Losses)
Included
in Income

  Accumulated
Other
Comprehensive
Income (Loss)

  Purchases,
Sales,
Issues and
Settlements,
Net

  Gross
Transfers
in

  Gross
Transfers
out

  Fair value
End of Period

  Changes in
Unrealized Gains
(Losses) Included
in Income on
Instruments Held
at End of Period

 
   

Six Months Ended June 30, 2012

                                                 

Assets:

                                                 

Bonds available for sale:              

                                                 

Obligations of states, municipalities and political subdivisions                     

  $ 960   $ 32   $ 11   $ 37   $ 45   $ (72 ) $ 1,013   $ -  

Non-U.S. governments              

    9     -     1     (2 )   5     -     13     -  

Corporate debt                     

    1,935     (17 )   69     2     346     (1,029 )   1,306     -  

RMBS

    10,877     125     803     710     355     (2,382 )   10,488     -  

CMBS

    3,955     (67 )   301     503     43     (92 )   4,643     -  

CDO/ABS

    4,220     40     266     (21 )   606     (37 )   5,074     -  
   

Total bonds available for sale

    21,956     113     1,451     1,229     1,400     (3,612 )   22,537     -  
   

Bond trading securities:

                                                 

Corporate debt

    7     -     -     (4 )   -     -     3     -  

RMBS

    303     28     -     (38 )   -     (3 )   290     18  

CMBS

    554     49     -     (122 )   36     (60 )   457     83  

CDO/ABS

    8,432     3,065     -     3,150     -     -     14,647     2,816  
   

Total bond trading securities

    9,296     3,142     -     2,986     36     (63 )   15,397     2,917  
   

Equity securities available for sale:

                                                 

Common stock

    57     23     (12 )   (33 )   6     -     41     -  

Preferred stock                     

    99     2     (23 )   69     3     (11 )   139     -  
   

Total equity securities available for sale

    156     25     (35 )   36     9     (11 )   180     -  
   

Mortgage and other loans receivable

    1     -     -     -     -     -     1     -  

Other invested assets              

    6,618     (179 )   276     33     760     (459 )   7,049     -  
   

Total

  $ 38,027   $ 3,101   $ 1,692   $ 4,284   $ 2,205   $ (4,145 ) $ 45,164   $ 2,917  
   

Liabilities:

                                                 

Policyholder contract deposits

  $ (918 ) $ (269 ) $ -   $ (1 ) $ -   $ -   $ (1,188 ) $ 101  

Derivative liabilities, net:

                                                 

Interest rate contracts              

    785     46     -     (70 )   -     -     761     (38 )

Foreign exchange contracts              

    2     -     -     (2 )   -     -     -     -  

Equity contracts

    28     (11 )   -     13     (2 )   -     28     -  

Commodity contracts              

    2     -     -     (2 )   -     2     2     (3 )

Credit contracts

    (3,273 )   201     -     485     -     -     (2,587 )   (642 )

Other contracts

    33     12     2     (78 )   (123 )   -     (154 )   24  
   

Total derivative liabilities, net

    (2,423 )   248     2     346     (125 )   2     (1,950 )   (659 )
   

Other long-term debt(b)

    (508 )   (378 )   (77 )   136     -     420     (407 )   54  
   

Total

  $ (3,849 ) $ (399 ) $ (75 ) $ 481   $ (125 ) $ 422   $ (3,545 ) $ (504 )
   

AIG 2012 Form 10-Q            23


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


   
(in millions)
  Fair value
Beginning
of Period
(a)
  Net
Realized and
Unrealized
Gains (Losses)
Included
in Income

  Accumulated
Other
Comprehensive
Income (Loss)

  Purchases,
Sales,
Issues and
Settlements,
Net

  Gross
Transfers
In

  Gross
Transfers
Out

  Fair value
End
of Period

  Changes in
Unrealized Gains
(Losses) Included
in Income on
Instruments Held
at End of Period

 
   

Three Months Ended June 30, 2011

                                                 

Assets:

                                                 

Bonds available for sale:              

                                                 

Obligations of states, municipalities and political subdivisions                     

  $ 702   $ (1 ) $ 23   $ 62   $ 17   $ (3 ) $ 800   $ -  

Non-U.S. governments              

    5     -     -     -     -     -     5     -  

Corporate debt                     

    1,235     -     15     305     307     (18 )   1,844     -  

RMBS

    6,868     79     (165 )   3,905     11     (6 )   10,692     -  

CMBS

    4,316     (7 )   (109 )   -     28     -     4,228     -  

CDO/ABS

    3,857     12     74     (382 )   374     (10 )   3,925     -  
   

Total bonds available for sale

    16,983     83     (162 )   3,890     737     (37 )   21,494     -  
   

Bond trading securities:

                                                 

Corporate debt                     

    18     -     -     (9 )   -     -     9     -  

RMBS

    99     (2 )   (7 )   80     -     -     170     (7 )

CMBS

    523     28     3     (18 )   80     (133 )   483     34  

CDO/ABS

    10,461     (877 )   4     (85 )   -     -     9,503     (881 )
   

Total bond trading securities

    11,101     (851 )   -     (32 )   80     (133 )   10,165     (854 )
   

Equity securities available for sale:

                                                 

Common stock                     

    63     3     6     (12 )   2     (3 )   59     -  

Preferred stock                     

    63     (1 )   1     (1 )   2     -     64     -  
   

Total equity securities available for sale

    126     2     7     (13 )   4     (3 )   123     -  
   

Equity securities trading              

    1     1     -     (1 )   -     -     1     1  

Other invested assets

    7,070     (17 )   126     (161 )   45     (18 )   7,045     -  
   

Total

  $ 35,281   $ (782 ) $ (29 ) $ 3,683   $ 866   $ (191 ) $ 38,828   $ (853 )
   

Liabilities:

                                                 

Policyholder contract deposits

  $ (369 ) $ (33 ) $ -   $ (4 ) $ -   $ -   $ (406 ) $ 46  

Derivative liabilities, net:

                                                 

Interest rate contracts              

    619     138     -     (3 )   -     -     754     (14 )

Foreign exchange contracts

    16     (12 )   -     -     -     -     4     1  

Equity contracts

    34     -     -     -     (7 )   7     34     (1 )

Commodity contracts

    15     (1 )   -     (9 )   -     -     5     -  

Credit contracts

    (3,420 )   94     -     (6 )   -     -     (3,332 )   429  

Other contracts

    (6 )   (27 )   (51 )   (10 )   32     (7 )   (69 )   (114 )
   

Total derivatives liabilities, net

    (2,742 )   192     (51 )   (28 )   25     -     (2,604 )   301  
   

Other long-term debt(b)

    (996 )   (157 )   -     195     -     -     (958 )   (171 )
   

Total

  $ (4,107 ) $ 2   $ (51 ) $ 163   $ 25   $ -   $ (3,968 ) $ 176  
   

24            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   
(in millions)
  Fair value
Beginning
of Period
(a)
  Net
Realized and
Unrealized
Gains (Losses)
Included
in Income

  Accumulated
Other
Comprehensive
Income (Loss)

  Purchases,
Sales,
Issues and
Settlements,
Net

  Gross
Transfers
In

  Gross
Transfers
Out

  Fair value
End
of Period

  Changes in
Unrealized Gains
(Losses) Included
in Income on
Instruments Held
at End of Period

 
   

Six Months Ended June 30, 2011

                                                 

Assets:

                                                 

Bonds available for sale:              

                                                 

Obligations of states, municipalities and political subdivisions                     

  $ 609   $ (1 ) $ 27   $ 174   $ 17   $ (26 ) $ 800   $ -  

Non-U.S. governments              

    5     -     -     -     -     -     5     -  

Corporate debt                     

    2,262     (3 )   22     272     533     (1,242 )   1,844     -  

RMBS

    6,367     (2 )   368     3,943     22     (6 )   10,692     -  

CMBS

    3,604     (34 )   555     72     53     (22 )   4,228     -  

CDO/ABS

    4,241     32     312     (837 )   446     (269 )   3,925     -  
   

Total bonds available for sale

    17,088     (8 )   1,284     3,624     1,071     (1,565 )   21,494     -  
   

Bond trading securities:

                                                 

Corporate debt                     

    -     -     -     (9 )   18     -     9     -  

RMBS

    91     -     (7 )   86     -     -     170     (3 )

CMBS

    506     66     3     (76 )   161     (177 )   483     68  

CDO/ABS

    9,431     153     9     (90 )   -     -     9,503     146  
   

Total bond trading securities

    10,028     219     5     (89 )   179     (177 )   10,165     211  
   

Equity securities available for sale:

                                                 

Common stock

    61     18     4     (27 )   8     (5 )   59     -  

Preferred stock                     

    64     (3 )   1     -     2     -     64     -  
   

Total equity securities available for sale

    125     15     5     (27 )   10     (5 )   123     -  
   

Equity securities trading              

    1     1     -     (1 )   -     -     1     1  

Other invested assets              

    7,414     36     469     (511 )   45     (408 )   7,045     -  
   

Total

  $ 34,656   $ 263   $ 1,763   $ 2,996   $ 1,305   $ (2,155 ) $ 38,828   $ 212  
   

Liabilities:

                                                 

Policyholder contract deposits

  $ (445 ) $ 46   $ -   $ (7 ) $ -   $ -   $ (406 ) $ (63 )

Derivative liabilities, net:

                                                 

Interest rate contracts              

    732     22     -     -     -     -     754     (54 )

Foreign exchange contracts

    16     (12 )   -     -     -     -     4     1  

Equity contracts

    22     (7 )   -     38     (7 )   (12 )   34     (7 )

Commodity contracts

    23     2     -     (20 )   -     -     5     -  

Credit contracts

    (3,798 )   476     -     (10 )   -     -     (3,332 )   473  

Other contracts

    (112 )   (23 )   (26 )   40     32     20     (69 )   (66 )
   

Total derivatives liabilities, net

    (3,117 )   458     (26 )   48     25     8     (2,604 )   347  
   

Other long-term debt(b)

    (982 )   (211 )   -     256     (21 )   -     (958 )   (198 )
   

Total

  $ (4,544 ) $ 293   $ (26 ) $ 297   $ 4   $ 8   $ (3,968 ) $ 86  
   
(a)
Total Level 3 derivative exposures have been netted in these tables for presentation purposes only.

(b)
Includes GIAs, notes, bonds, loans and mortgages payable.

AIG 2012 Form 10-Q            25


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Net realized and unrealized gains and losses related to Level 3 items shown above are reported in the Consolidated Statement of Operations as follows:

   
(in millions)
  Net
Investment
Income

  Net Realized
Capital
Gains (Losses)

  Other
Income

  Total
 
   

Three Months Ended June 30, 2012

                         

Bonds available for sale

  $ 234   $ (9 ) $ 28   $ 253  

Bond trading securities

    1,290     -     165     1,455  

Equity securities

    -     9     -     9  

Other invested assets

    5     (41 )   4     (32 )

Policyholder contract deposits

    -     (408 )   -     (408 )

Derivative liabilities, net

    -     72     717     789  

Other long-term debt

    -     -     (268 )   (268 )
   

Three Months Ended June 30, 2011

                         

Bonds available for sale

  $ 159   $ (80 ) $ 4   $ 83  

Bond trading securities

    (496 )   -     (355 )   (851 )

Equity securities

    1     2     -     3  

Other invested assets

    (2 )   (37 )   22     (17 )

Policyholder contract deposits

    -     (33 )   -     (33 )

Derivative liabilities, net

    1     (90 )   281     192  

Other long-term debt

    -     -     (157 )   (157 )
   

Six Months Ended June 30, 2012

                         

Bonds available for sale

  $ 465   $ (384 ) $ 32   $ 113  

Bond trading securities

    2,839     -     303     3,142  

Equity securities

    -     25     -     25  

Other invested assets

    (9 )   (173 )   3     (179 )

Policyholder contract deposits

    -     (269 )   -     (269 )

Derivative liabilities, net

    (1 )   61     188     248  

Other long-term debt

    -     -     (378 )   (378 )
   

Six Months Ended June 30, 2011

                         

Bonds available for sale

  $ 240   $ (256 ) $ 8   $ (8 )

Bond trading securities

    505     -     (286 )   219  

Equity securities

    1     15     -     16  

Other invested assets

    44     (52 )   44     36  

Policyholder contract deposits

    -     46     -     46  

Derivative liabilities, net

    1     (145 )   602     458  

Other long-term debt

    -     -     (211 )   (211 )
   

26            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables present the gross components of purchases, sales, issues and settlements, net, shown above:

   
(in millions)
  Purchases
  Sales
  Settlements
  Purchases, Sales,
Issues and
Settlements, Net
(a)
 
   

Three Months Ended June 30, 2012

                         

Assets:

                         

Bonds available for sale:

                         

Obligations of states, municipalities and political subdivisions

  $ 97   $ (158 ) $ (2 ) $ (63 )

Non-U.S. governments

    1     (1 )   -     -  

Corporate debt

    80     (52 )   (23 )   5  

RMBS

    198     (268 )   (546 )   (616 )

CMBS

    596     (69 )   (35 )   492  

CDO/ABS

    203     -     (294 )   (91 )
   

Total bonds available for sale

    1,175     (548 )   (900 )   (273 )
   

Bond trading securities:

                         

Corporate debt

    -     -     (2 )   (2 )

RMBS

    -     -     (19 )   (19 )

CMBS

    70     (49 )   (8 )   13  

CDO/ABS(b)

    5,025     -     (238 )   4,787  
   

Total bond trading securities

    5,095     (49 )   (267 )   4,779  
   

Equity securities

    56     (19 )   5     42  

Other invested assets

    134     (29 )   (173 )   (68 )
   

Total assets

  $ 6,460   $ (645 ) $ (1,335 ) $ 4,480  
   

Liabilities:

                         

Policyholder contract deposits

  $ -   $ (8 ) $ 10   $ 2  

Derivative liabilities, net

    -     -     (770 )   (770 )

Other long-term debt(c)

    -     -     22     22  
   

Total liabilities

  $ -   $ (8 ) $ (738 ) $ (746 )
   

Three Months Ended June 30, 2011

                         

Assets:

                         

Bonds available for sale:

                         

Obligations of states, municipalities and political subdivisions

  $ 63   $ -   $ (1 ) $ 62  

Non-U.S. governments

    1     (1 )   -     -  

Corporate debt

    412     19     (126 )   305  

RMBS

    4,307     (9 )   (393 )   3,905  

CMBS

    99     (20 )   (79 )   -  

CDO/ABS

    196     -     (578 )   (382 )
   

Total bonds available for sale

    5,078     (11 )   (1,177 )   3,890  
   

Bond trading securities:

                         

Corporate debt

    -     -     (9 )   (9 )

RMBS

    103     -     (23 )   80  

CMBS

    60     (49 )   (29 )   (18 )

CDO/ABS

    141     (126 )   (100 )   (85 )
   

Total bond trading securities

    304     (175 )   (161 )   (32 )
   

Equity securities

    -     (8 )   (6 )   (14 )

Other invested assets

    236     (146 )   (251 )   (161 )
   

Total assets

  $ 5,618   $ (340 ) $ (1,595 ) $ 3,683  
   

Liabilities:

                         

Policyholder contract deposits

  $ -   $ (10 ) $ 6   $ (4 )

Derivative liabilities, net

    -     -     (28 )   (28 )

Other long-term debt(c)

    -     -     195     195  
   

Total liabilities

  $ -   $ (10 ) $ 173   $ 163  
   

AIG 2012 Form 10-Q            27


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


   
(in millions)
  Purchases
  Sales
  Settlements
  Purchases, Sales,
Issues and
Settlements, Net
(a)
 
   

Six Months Ended June 30, 2012

                         

Assets:

                         

Bonds available for sale:

                         

Obligations of states, municipalities and political subdivisions

  $ 205   $ (166 ) $ (2 ) $ 37  

Non-U.S. governments

    1     (3 )   -     (2 )

Corporate debt

    141     (53 )   (86 )   2  

RMBS

    2,110     (362 )   (1,038 )   710  

CMBS

    722     (133 )   (86 )   503  

CDO/ABS

    520     (4 )   (537 )   (21 )
   

Total bonds available for sale

    3,699     (721 )   (1,749 )   1,229  
   

Bond trading securities:

                         

Corporate debt

    -     -     (4 )   (4 )

RMBS

    -     -     (38 )   (38 )

CMBS

    183     (106 )   (199 )   (122 )

CDO/ABS(b)

    5,025     (310 )   (1,565 )   3,150  
   

Total bond trading securities

    5,208     (416 )   (1,806 )   2,986  
   

Equity securities

    67     (33 )   2     36  

Other invested assets

    400     (33 )   (334 )   33  
   

Total assets

  $ 9,374   $ (1,203 ) $ (3,887 ) $ 4,284  
   

Liabilities:

                         

Policyholder contract deposits

  $ -   $ (14 ) $ 13   $ (1 )

Derivative liabilities, net

    2     -     344     346  

Other long-term debt(c)

    -     -     136     136  
   

Total liabilities

  $ 2   $ (14 ) $ 493   $ 481  
   

Six Months Ended June 30, 2011

                         

Assets:

                         

Bonds available for sale:

                         

Obligations of states, municipalities and political subdivisions

  $ 176   $ -   $ (2 ) $ 174  

Non-U.S. governments

    1     (1 )   -     -  

Corporate debt

    420     -     (148 )   272  

RMBS

    4,624     (22 )   (659 )   3,943  

CMBS

    241     (20 )   (149 )   72  

CDO/ABS

    261     -     (1,098 )   (837 )
   

Total bonds available for sale

    5,723     (43 )   (2,056 )   3,624  
   

Bond trading securities:

                         

Corporate debt

    -     -     (9 )   (9 )

RMBS

    103     -     (17 )   86  

CMBS

    60     (54 )   (82 )   (76 )

CDO/ABS

    144     (126 )   (108 )   (90 )
   

Total bond trading securities

    307     (180 )   (216 )   (89 )
   

Equity securities

    -     (23 )   (5 )   (28 )

Other invested assets

    350     (158 )   (703 )   (511 )
   

Total assets

  $ 6,380   $ (404 ) $ (2,980 ) $ 2,996  
   

Liabilities:

                         

Policyholder contract deposits

  $ -   $ (19 ) $ 12   $ (7 )

Derivative liabilities, net

    39     -     9     48  

Other long-term debt(c)

    -     -     256     256  
   

Total liabilities

  $ 39   $ (19 ) $ 277   $ 297  
   
(a)
There were no issuances during the three- and six-month periods ended June 30, 2012 and 2011.

(b)
Includes securities with a fair value of approximately $5.0 billion purchased through the FRBNY's auction of Maiden Lane III LLC (ML III) assets. Subsequent to June 30, 2012 through July 31, 2012, AIG purchased additional securities with a fair value of approximately $2.1 billion in the additional auctions of ML III assets.

(c)
Includes GIAs, notes, bonds, loans and mortgages payable.

28            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3 in the tables above. As a result, the unrealized gains (losses) on instruments held at June 30, 2012 and 2011 may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable inputs (e.g., changes in unobservable long-dated volatilities).

Transfers of Level 3 Assets and Liabilities

    AIG's policy is to record transfers of assets and liabilities into or out of Level 3 at their fair values as of the end of each reporting period, consistent with the date of the determination of fair value. As a result, the Net realized and unrealized gains (losses) included in income or other comprehensive income and as shown in the table above excludes $11 million of net losses and $47 million of net gains related to assets and liabilities transferred into Level 3 during the three- and six-month periods ended June 30, 2012, respectively, and includes $30 million and $57 million of net gains related to assets and liabilities transferred out of Level 3 during the three- and six-month periods ended June 30, 2012, respectively.

Transfers of Level 3 Assets

    During the three- and six-month periods ended June 30, 2012, transfers into Level 3 included certain residential mortgage-backed securities (RMBS), asset-backed securities (ABS), private placement corporate debt and certain private equity funds and hedge funds. Transfers into Level 3 for certain RMBS and certain ABS were related to decreased observations of market transactions and price information for those securities. The transfers into Level 3 of investments in certain other RMBS were due to a decrease in market transparency, downward credit migration and an overall increase in price disparity for certain individual security types. Transfers into Level 3 for private placement corporate debt and certain other ABS were primarily the result of limited market pricing information that required AIG to determine fair value for these securities based on inputs that are adjusted to better reflect AIG's own assumptions regarding the characteristics of a specific security or associated market liquidity. Certain private equity fund and hedge fund investments were transferred into Level 3 due to these investments being carried at fair value and no longer being accounted for using the equity method of accounting, consistent with the changes to AIG's influence over the respective investments. Other hedge fund investments were transferred into Level 3 as a result of limited market activity due to fund-imposed redemption restrictions.

    Assets are transferred out of Level 3 when circumstances change such that significant inputs can be corroborated with market observable data. This may be due to a significant increase in market activity for the asset, a specific event, one or more significant input(s) becoming observable or a long-term interest rate significant to a valuation becoming short-term and thus observable. In addition, transfers out of Level 3 also occur when investments are no longer carried at fair value as the result of a change in the applicable accounting methodology, given changes in the nature and extent of AIG's ownership interest. During the three- and six-month periods ended June 30, 2012, transfers out of Level 3 primarily related to certain RMBS, investments in private placement corporate debt and private equity funds and hedge funds. Transfers out of Level 3 for certain RMBS were based on consideration of the market liquidity as well as related transparency of pricing and associated observable inputs for these investments. Transfers out of Level 3 for private placement corporate debt were primarily the result of AIG using observable pricing information that reflects the fair value of those securities without the need for adjustment based on AIG's own assumptions regarding the characteristics of a specific security or the current liquidity in the market. The removal of fund-imposed redemption restrictions, as well as a fund investment no longer being carried at fair value, resulted in the transfer of hedge funds and private equity funds out of Level 3.

Transfers of Level 3 Liabilities

    As AIG presents carrying values of its derivative positions on a net basis in the table above, transfers into Level 3 liabilities for the three- and six-month periods ended June 30, 2012, primarily related to certain derivative assets transferred out of Level 3 because of the presence of observable inputs on certain forward commitments

AIG 2012 Form 10-Q            29


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

and options. During the three- and six-month periods ended June 30, 2012, certain notes payable were transferred out of Level 3 because input parameters for the pricing of these liabilities became more observable as a result of market movements and portfolio aging. There were no significant transfers of derivative liabilities out of Level 3 liabilities.

    AIG uses various hedging techniques to manage risks associated with certain positions, including those classified within Level 3. Such techniques may include the purchase or sale of financial instruments that are classified within Level 1 and/or Level 2. As a result, the realized and unrealized gains (losses) for assets and liabilities classified within Level 3 presented in the table above do not reflect the related realized or unrealized gains (losses) on hedging instruments that are classified within Level 1 and/or Level 2.


FAIR VALUE MEASUREMENTS ON A NON-RECURRING BASIS

    See Notes 2(c), (e), (f) and (g) to the Consolidated Financial Statements in the 2011 Annual Report for additional information about how AIG measures the fair value of certain assets on a non-recurring basis and how AIG tests various asset classes for impairment.

The following table presents assets measured at fair value on a non-recurring basis at the time of impairment and the related impairment charges recorded during the periods presented:

   
 
   
   
   
   
  Impairment Charges  
 
  Assets at Fair Value  
 
  Three Months Ended June 30,   Six Months Ended June 30,  
 
  Non-Recurring Basis  
(in millions)
  Level 1
  Level 2
  Level 3
  Total
  2012
  2011
  2012
  2011
 
   

June 30, 2012

                                                 

Investment real estate

  $ -   $ -   $ 331   $ 331   $ -   $ 3   $ -   $ 15  

Other investments

    -     -     1,582     1,582     83     239     176     345  

Aircraft*

    -     -     161     161     75     44     129     158  

Other assets

    -     -     18     18     -     -     8     -  
   

Total

  $ -   $ -   $ 2,092   $ 2,092   $ 158   $ 286   $ 313   $ 518  
   

December 31, 2011

                                                 

Investment real estate

  $ -   $ -   $ 457   $ 457                          

Other investments

    -     -     2,199     2,199                          

Aircraft

    -     -     1,683     1,683                          

Other assets

    -     -     4     4                          
                           

Total

  $ -   $ -   $ 4,343   $ 4,343                          
                           
*
Aircraft impairment charges include fair value adjustments on aircraft where appropriate.

30            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS

The table below presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments, and includes only those instruments for which information about the inputs is reasonably available to AIG, such as data from pricing vendors and from internal valuation models. Because input information with respect to certain Level 3 instruments may not be reasonably available to AIG, balances shown below may not equal total amounts reported for such Level 3 assets and liabilities:

 
(in millions)
  Fair Value at
June 30, 2012

  Valuation Technique
  Unobservable Input(a)
  Range
(Weighted Average)
(a)
 

Assets:

                 

Corporate debt

  $ 793   Discounted cash flow   Yield(b)   2.54% - 17.40% (7.43%)

Residential mortgage backed securities

   
10,219
 
Discounted cash flow
 
Constant prepayment rate
(c)
 
0.00% - 10.57% (4.91%)

            Loss severity(c)   42.97% - 79.60% (61.29%)

            Constant default rate(c)   4.10% - 13.74% (8.92%)

            Yield(c)   4.92% - 11.98% (8.45%)

Certain CDO/ABS

   
2,053
 
Discounted cash flow
 
Constant prepayment rate
(c)
 
0.00% - 47.15% (16.69%)

            Loss severity(c)   0.00% - 7.52% (0.69%)

            Constant default rate(c)   0.00% - 3.69% (0.29%)

            Yield(c)   1.93% - 6.01% (3.97%)

Commercial mortgage backed securities

   
2,932
 
Discounted cash flow
 
Yield
(b)
 
0.00% - 23.66% (11.16%)

CDO/ABS – Direct

                 

Investment book

    1,508   Binomial Expansion   Recovery rate(b)   3% - 65% (32%)

        Technique (BET)   Diversity score(b)   5 - 48 (15)

            Weighted average life(b)   1.25 - 9.64 years (4.56 years)
 

Liabilities:

                 

Policyholder contract
deposits – GMWB

   
893
 
Discounted cash flow
 
Equity implied volatility
(b)
 
6.0% - 40.0%

            Base lapse rates(b)   1.0% - 40.0%

            Dynamic lapse rates(b)   0.2% - 60.0%

            Mortality rates(b)   0.5% - 40.0%

            Utilization rates(b)   0.5%-25.0%

Derivative Liabilities – Credit contracts

   
1,787
 
BET
 
Recovery rates
(b)
 
3% - 36% (16%)

            Diversity score(b)   7 - 31 (13)

            Weighted average life(b)   5.08 - 9.19 years (6.08 years)
 
(a)
The unobservable inputs and ranges for the constant prepayment rate, loss severity and constant default rate relate to each of the individual underlying mortgage loans that comprise the entire portfolio of securities in the RMBS and collateralized debt obligation (CDO) securitization vehicles and not necessarily to the securitization vehicle bonds (tranches) purchased by AIG. The ranges of these inputs do not directly correlate to changes in the fair values of the tranches purchased by AIG because there are other factors relevant to the specific tranches owned by AIG including, but not limited to, purchase price, position in the waterfall, senior versus subordinated position and attachment points.

(b)
Represents discount rates, estimates and assumptions that AIG believes would be used by market participants when valuing these assets and liabilities.

(c)
Information received from independent third-party valuation service providers.

AIG 2012 Form 10-Q            31


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    The ranges of reported inputs for Corporate debt, RMBS, CDO/ABS, and commercial mortgage-backed securities (CMBS) valued using a discounted cash flow technique consist of +/- one standard deviation in either direction from the value-weighted average. The preceding table does not give effect to AIG's risk management practices that might offset risks inherent in these investments.

Sensitivity to Changes in Unobservable Inputs

    AIG considers unobservable inputs to be those for which market data is not available and that are developed using the best information available to AIG about the assumptions that market participants would use when pricing the asset or liability. Relevant inputs vary depending on the nature of the instrument being measured at fair value. The following is a general description of sensitivities of significant unobservable inputs along with interrelationships between and among the significant unobservable inputs and their impact on the fair value measurements. The effect of a change in a particular assumption in the sensitivity analysis below is considered independently of changes in any other assumptions. In practice, simultaneous changes in assumptions may not always have a linear effect on the inputs discussed below. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in the discussion below. For each of the individual relationships described below, the inverse relationship would also generally apply.

Corporate Debt

    Corporate debt securities included in Level 3 are primarily private placement issuances that are not traded in active markets or that are subject to transfer restrictions. Fair value measurements consider illiquidity and non-transferability. When observable price quotations are not available, fair value is determined based on discounted cash flow models using discount rates based on credit spreads, yields or price levels of publicly-traded debt of the issuer or other comparable securities, considering illiquidity and structure. The significant unobservable input used in the fair value measurement of corporate debt is the yield. The yield is affected by the market movements in credit spreads and U.S. Treasury yields. In addition, the migration in credit quality of a given security generally has a corresponding effect on the fair value measurement of the securities. For example, a downward migration of credit quality would increase spreads. Holding U.S. Treasury rates constant, an increase in corporate credit spreads would decrease the fair value of corporate debt.

RMBS and Certain CDO/ABS

    The significant unobservable inputs used in fair value measurements of residential mortgage backed securities and certain CDO/ABS valued by third-party valuation service providers are constant prepayment rates (CPR), constant default rates (CDR), loss severity, and yield. A change in the assumptions used for the probability of default will generally be accompanied by a corresponding change in the assumption used for the loss severity and an inverse change in the assumption used for prepayment rates. In general, increases in yield, CPR, CDR, and loss severity, in isolation, would result in a decrease in the fair value measurement. Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship between the directional change of each input is not usually linear.

CMBS

    The significant unobservable input used in fair value measurements for commercial mortgage backed securities is the yield. Prepayment assumptions for each mortgage pool are factored into the yield. CMBS generally feature a lower degree of prepayment risk than RMBS because commercial mortgages generally contain a penalty for prepayment. In general, increases in the yield would decrease the fair value of CMBS.

32            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

CDO/ABS – Direct Investment book

    The significant unobservable inputs used for certain CDO/ABS securities valued using the BET are recovery rates, diversity score, and the weighted average life of the portfolio. An increase in recovery rates and diversity score will have a directionally similar corresponding impact on the fair value measurement of the portfolio. An increase in the weighted average life will decrease the fair value.

Policyholder contract deposits

    The significant unobservable inputs used for embedded derivatives in policyholder contract deposits measured at fair value, mainly guaranteed minimum withdrawal benefits (GMWB) for variable annuity products, are equity volatility, mortality rates, lapse rates and utilization rates. Mortality, lapse and utilization rates may vary significantly depending upon age groups and duration. In general, increases in volatilities and utilization rates will increase the fair value, while increases in lapse rates and mortality rates will decrease the fair value of the liability associated with the GMWB.

Derivative liabilities – credit contracts

    The significant unobservable inputs used for Derivatives liabilities — credit contracts are recovery rates, diversity scores, and the weighted average life of the portfolio. AIG non-performance risk is also considered in the measurement of the liability. See Note 6 to the Consolidated Financial Statements in the 2011 Annual Report for a discussion of AIG's accounting policies and procedures regarding incorporation of AIG's own credit risk in fair value measurements.

    An increase in recovery rates and diversity score will decrease the fair value of the liability. An increase in the weighted average life will have a directionally similar corresponding effect on the fair value measurement of the liability.

AIG 2012 Form 10-Q            33


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


INVESTMENTS IN CERTAIN ENTITIES CARRIED AT FAIR VALUE USING NET ASSET VALUE PER SHARE

The following table includes information related to AIG's investments in certain other invested assets, including private equity funds, hedge funds and other alternative investments that calculate net asset value per share (or its equivalent). For these investments, which are measured at fair value on a recurring or non-recurring basis, AIG uses the net asset value per share as a practical expedient to measure fair value.

   
 
   
  June 30, 2012   December 31, 2011  
(in millions)
  Investment Category Includes
  Fair Value
Using Net
Asset Value
or its
equivalent

  Unfunded
Commitments

  Fair Value
Using Net
Asset Value
or its
equivalent

  Unfunded
Commitments

 
   

Investment Category

                             

Private equity funds:

                             

Leveraged buyout

  Debt and/or equity investments made as part of a transaction in which assets of mature companies are acquired from the current shareholders, typically with the use of financial leverage   $ 3,281   $ 882   $ 3,185   $ 945  

Non-U.S.

 

Investments that focus primarily on Asian and European based buyouts, expansion capital, special situations, turnarounds, venture capital, mezzanine and distressed opportunities strategies

   
177
   
46
   
165
   
57
 

Venture capital

 

Early-stage, high-potential, growth companies expected to generate a return through an eventual realization event, such as an initial public offering or sale of the company

   
315
   
34
   
316
   
39
 

Distressed

 

Securities of companies that are already in default, under bankruptcy protection, or troubled

   
185
   
37
   
182
   
42
 

Other

 

Real estate, energy, multi-strategy, mezzanine, and industry-focused strategies

   
367
   
140
   
252
   
98
 
   

Total private equity funds

        4,325     1,139     4,100     1,181  
   

Hedge funds:

                             

Event-driven

  Securities of companies undergoing material structural changes, including mergers, acquisitions and other reorganizations     901     2     774     2  

Long-short

 

Securities that the manager believes are undervalued, with corresponding short positions to hedge market risk

   
1,043
   
-
   
927
   
-
 

Macro

 

Investments that take long and short positions in financial instruments based on a top-down view of certain economic and capital market conditions

   
178
   
-
   
173
   
-
 

Distressed

 

Securities of companies that are already in default, under bankruptcy protection or troubled

   
293
   
-
   
272
   
10
 

Other

 

Non-U.S. companies, futures and commodities, relative value, and multi-strategy and industry-focused strategies

   
577
   
-
   
627
   
-
 
   

Total hedge funds

        2,992     2     2,773     12  
   

Total

      $ 7,317   $ 1,141   $ 6,873   $ 1,193  
   

    Private equity fund investments included above are not redeemable, as distributions from the funds will be received when underlying investments of the funds are liquidated. Private equity funds are generally expected to have 10 year lives at their inception but these lives may be extended at the fund manager's discretion, typically in one or two year increments. At June 30, 2012, assuming average original expected lives of 10 years for the funds, 43 percent of the total fair value using net asset value or its equivalent above would have expected remaining lives of less than three years, 55 percent between three and seven years and 2 percent between seven and 10 years.

    At June 30, 2012, hedge fund investments included above are redeemable monthly (12 percent), quarterly (33 percent), semi-annually (26 percent) and annually (29 percent), with redemption notices ranging from one day to 180 days. More than 61 percent of these hedge fund investments require redemption notices of less than 90 days. Investments representing approximately 52 percent of the value of the hedge fund investments cannot be redeemed, either in whole or in part, because the investments include various restrictions. The majority of these

34            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

restrictions were put in place prior to 2009 and do not have stated end dates. The restrictions that have pre-defined end dates are generally expected to be lifted by the end of 2015. The partial restrictions relate to certain hedge funds that hold at least one investment that the fund manager deems to be illiquid.


FAIR VALUE OPTION

The following table presents the gains or losses recorded related to the eligible instruments for which AIG elected the fair value option:

   
 
  Gain (Loss) Three Months
Ended June 30,
  Gain (Loss) Six Months
Ended June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Assets:

                         

Mortgage and other loans receivable

  $ 9   $ 6   $ 31   $ 1  

Bonds and equity securities

    263     481     907     1,437  

Trading – ML II interest

    -     (176 )   246     75  

Trading – ML III interest

    1,306     (667 )   2,558     77  

Retained interest in AIA

    (493 )   1,521     1,302     2,583  

Short-term investments and other invested assets and Other assets

    9     12     13     28  
   

Liabilities:

                         

Other long-term debt(a)

    (218 )   (451 )   (664 )   (556 )

Other liabilities

    26     (63 )   (22 )   (175 )
   

Total gain(b)

  $ 902   $ 663   $ 4,371   $ 3,470  
   
(a)
Includes GIAs, notes, bonds, loans and mortgages payable.

(b)
Excludes discontinued operation gains or losses on instruments that were required to be carried at fair value in 2011. For instruments required to be carried at fair value, AIG recognized losses of $13 million and $105 million for the three months ended June 30, 2012 and 2011, respectively, and gains of $554 million and $921 million for the six months ended June 30, 2012 and 2011, respectively, that were primarily due to changes in the fair value of derivatives, trading securities and certain other invested assets for which the fair value option was not elected.

    See Note 2(a) to the Consolidated Financial Statements in the 2011 Annual Report for additional information about AIG's policies for recognition, measurement, and disclosure of interest and dividend income and interest expense.

    AIG recognized gains (losses) attributable to the observable effect of changes in credit spreads on AIG's own liabilities for which the fair value option was elected of $63 million of gain and $495 million of loss during the three- and six-month periods ended June 30, 2012, respectively, and $57 million and $16 million during the three-and six-month periods ended June 30, 2011, respectively. AIG calculates the effect of these credit spread changes using discounted cash flow techniques that incorporate current market interest rates, AIG's observable credit spreads on these liabilities and other factors that mitigate the risk of nonperformance such as cash collateral posted.

The following table presents the difference between fair values and the aggregate contractual principal amounts of mortgage and other loans receivable and long-term borrowings for which the fair value option was elected:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Fair
Value

  Outstanding
Principal
Amount

  Difference
  Fair
Value

  Outstanding
Principal
Amount

  Difference
 
   

Assets:

                                     

Mortgage and other loans receivable

  $ 123   $ 140   $ (17 ) $ 107   $ 150   $ (43 )

Liabilities:

                                     

Other long-term debt*

  $ 9,404   $ 6,992   $ 2,412   $ 10,766   $ 8,624   $ 2,142  
   
*
Includes GIAs, notes, bonds, loans and mortgages payable.

    At June 30, 2012 and December 31, 2011, there were no significant mortgage or other loans receivable for which the fair value option was elected that were 90 days or more past due and in non-accrual status.

AIG 2012 Form 10-Q            35


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

FAIR VALUE INFORMATION ABOUT FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

The following table presents the carrying value and estimated fair value of AIG's financial instruments not measured at fair value and indicates the level of the estimated fair value measurement based on the levels of the inputs used:

   
 
  Estimated Fair Value    
 
 
  Carrying
Value

 
(in millions)
  Level 1
  Level 2
  Level 3
  Total
 
   

June 30, 2012

                               

Assets:

                               

Mortgage and other loans receivable

  $ -   $ 542   $ 20,434   $ 20,976   $ 19,265  

Other invested assets

    -     601     3,037     3,638     4,889  

Short-term investments

    -     17,007     -     17,007     17,006  

Cash

    1,232     -     -     1,232     1,232  

Liabilities:

                               

Policyholder contract deposits associated with investment-type contracts

    -     182     126,390     126,572     107,401  

Other liabilities

    -     -     3,438     3,438     3,442  

Long-term debt

    17,369     47,253     2,301     66,923     64,493  
   

December 31, 2011

                               

Assets:

                               

Mortgage and other loans receivable

                    $ 20,494   $ 19,382  

Other invested assets

                      3,390     4,701  

Short-term investments

                      16,657     16,659  

Cash

                      1,474     1,474  

Liabilities:

                               

Policyholder contract deposits associated with investment-type contracts

                      122,125     106,950  

Other liabilities

                      896     896  

Long-term debt

                      61,295     64,487  
   

36            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


5. INVESTMENTS

SECURITIES AVAILABLE FOR SALE

The following table presents the amortized cost or cost and fair value of AIG's available for sale securities:

   
(in millions)
  Amortized
Cost or
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Other-Than-
Temporary
Impairments
in AOCI
(a)
 
   

June 30, 2012

                               

Bonds available for sale:

                               

U.S. government and government sponsored entities

  $ 3,665   $ 355   $ (3 ) $ 4,017   $ -  

Obligations of states, municipalities and political subdivisions

    34,597     2,717     (60 )   37,254     (24 )

Non-U.S. governments

    24,245     1,187     (51 )   25,381     -  

Corporate debt

    133,688     13,577     (937 )   146,328     109  

Mortgage-backed, asset-backed and collateralized:

                               

RMBS

    32,453     1,920     (715 )   33,658     179  

CMBS

    8,931     535     (675 )   8,791     (167 )

CDO/ABS

    7,211     667     (293 )   7,585     119  
   

Total mortgage-backed, asset-backed and collateralized

    48,595     3,122     (1,683 )   50,034     131  
   

Total bonds available for sale(b)

    244,790     20,958     (2,734 )   263,014     216  
   

Equity securities available for sale:

                               

Common stock

    1,479     1,213     (41 )   2,651     -  

Preferred stock

    146     39     -     185     -  

Mutual funds

    108     4     (1 )   111     -  
   

Total equity securities available for sale

    1,733     1,256     (42 )   2,947     -  
   

Other invested assets carried at fair value(c)

    5,161     1,854     (143 )   6,872     -  
   

Total

  $ 251,684   $ 24,068   $ (2,919 ) $ 272,833   $ 216  
   

December 31, 2011

                               

Bonds available for sale:

                               

U.S. government and government sponsored entities

  $ 5,661   $ 418   $ (1 ) $ 6,078   $ -  

Obligations of states, municipalities and political subdivisions

    35,017     2,554     (73 )   37,498     (28 )

Non-U.S. governments

    24,843     994     (102 )   25,735     -  

Corporate debt

    134,699     11,844     (1,725 )   144,818     115  

Mortgage-backed, asset-backed and collateralized:

                               

RMBS

    34,780     1,387     (1,563 )   34,604     (716 )

CMBS

    8,449     470     (973 )   7,946     (276 )

CDO/ABS

    7,321     454     (473 )   7,302     49  
   

Total mortgage-backed, asset-backed and collateralized

    50,550     2,311     (3,009 )   49,852     (943 )
   

Total bonds available for sale(b)

    250,770     18,121     (4,910 )   263,981     (856 )
   

Equity securities available for sale:

                               

Common stock

    1,682     1,839     (100 )   3,421     -  

Preferred stock

    83     60     -     143     -  

Mutual funds

    55     6     (1 )   60     -  
   

Total equity securities available for sale

    1,820     1,905     (101 )   3,624     -  
   

Other invested assets carried at fair value(c)

    5,155     1,611     (269 )   6,497     -  
   

Total

  $ 257,745   $ 21,637   $ (5,280 ) $ 274,102   $ (856 )
   
(a)
Represents the amount of other-than-temporary impairment losses recognized in Accumulated other comprehensive income. Amount includes unrealized gains and losses on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

(b)
At June 30, 2012 and December 31, 2011, bonds available for sale held by AIG that were below investment grade or not rated totaled $27.4 billion and $24.2 billion, respectively.

(c)
Represents private equity and hedge fund investments carried at fair value for which unrealized gains and losses are required to be recognized in other comprehensive income.

AIG 2012 Form 10-Q            37


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Securities Available for Sale in a Loss Position

The following table summarizes the fair value and gross unrealized losses on AIG's available for sale securities, aggregated by major investment category and length of time that individual securities have been in a continuous unrealized loss position:

   
 
  Less than 12 Months   12 Months or More   Total  
(in millions)
  Fair
Value

  Gross
Unrealized
Losses

  Fair
Value

  Gross
Unrealized
Losses

  Fair
Value

  Gross
Unrealized
Losses

 
   

June 30, 2012

                                     

Bonds available for sale:

                                     

U.S. government and government sponsored entities

  $ 625   $ 3   $ 5   $ -   $ 630   $ 3  

Obligations of states, municipalities and political subdivisions

    627     5     338     55     965     60  

Non-U.S. governments

    1,134     24     424     27     1,558     51  

Corporate debt           

    8,487     307     5,901     630     14,388     937  

RMBS

    3,098     163     3,296     552     6,394     715  

CMBS

    1,083     60     1,963     615     3,046     675  

CDO/ABS

    311     9     1,822     284     2,133     293  
   

Total bonds available for sale

    15,365     571     13,749     2,163     29,114     2,734  
   

Equity securities available for sale:

                                     

Common stock           

    274     38     11     3     285     41  

Preferred stock           

    2     -     -     -     2     -  

Mutual funds           

    24     -     2     1     26     1  
   

Total equity securities available for sale

    300     38     13     4     313     42  
   

Total

  $ 15,665   $ 609   $ 13,762   $ 2,167   $ 29,427   $ 2,776  
   

December 31, 2011

                                     

Bonds available for sale:

                                     

U.S. government and government sponsored entities

  $ 142   $ 1   $ -   $ -   $ 142   $ 1  

Obligations of states, municipalities and political subdivisions

    174     1     669     72     843     73  

Non-U.S. governments

    3,992     67     424     35     4,416     102  

Corporate debt           

    18,099     937     5,907     788     24,006     1,725  

RMBS

    10,624     714     4,148     849     14,772     1,563  

CMBS

    1,697     185     1,724     788     3,421     973  

CDO/ABS

    1,680     50     1,682     423     3,362     473  
   

Total bonds available for sale

    36,408     1,955     14,554     2,955     50,962     4,910  
   

Equity securities available for sale:

                                     

Common stock           

    608     100     -     -     608     100  

Preferred stock           

    6     -     -     -     6     -  

Mutual funds           

    2     1     -     -     2     1  
   

Total equity securities available for sale

    616     101     -     -     616     101  
   

Total

  $ 37,024   $ 2,056   $ 14,554   $ 2,955   $ 51,578   $ 5,011  
   

38            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    At June 30, 2012, AIG held 4,970 and 244 individual fixed maturity and equity securities, respectively, that were in an unrealized loss position, of which 1,957 individual fixed maturity securities were in a continuous unrealized loss position for longer than 12 months. AIG did not recognize the unrealized losses in earnings on these fixed maturity securities at June 30, 2012, because management neither intends to sell the securities nor does it believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Furthermore, management expects to recover the entire amortized cost basis of these securities. In performing this evaluation, management considered the recovery periods for securities in previous periods of broad market declines. For fixed maturity securities with significant declines, management performed fundamental credit analysis on a security-by-security basis, which included consideration of credit enhancements, expected defaults on underlying collateral, review of relevant industry analyst reports and forecasts and other available market data.

Contractual Maturities of Securities Available for Sale

The following table presents the amortized cost and fair value of fixed maturity securities available for sale by contractual maturity:

   
 
  Total Fixed Maturity
Available for Sale Securities
  Fixed Maturity
Securities in a Loss Position
 
June 30, 2012


(in millions)
 
  Amortized
Cost

  Fair
Value

  Amortized
Cost

  Fair
Value

 
   

Due in one year or less

  $ 9,707   $ 9,868   $ 959   $ 947  

Due after one year through five years

    55,077     57,759     6,685     6,440  

Due after five years through ten years

    70,238     76,246     5,578     5,219  

Due after ten years

    61,173     69,107     5,370     4,935  

Mortgage-backed, asset-backed and collateralized

    48,595     50,034     13,256     11,573  
   

Total

  $ 244,790   $ 263,014   $ 31,848   $ 29,114  
   

    Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations with or without call or prepayment penalties.

The following table presents the gross realized gains and gross realized losses from sales or redemptions of AIG's available for sale securities:

   
 
  Three Months Ended June 30,   Six Months Ended June 30,  
 
  2012   2011   2012   2011  
(in millions)
  Gross
Realized
Gains

  Gross
Realized
Losses

  Gross
Realized
Gains

  Gross
Realized
Losses

  Gross
Realized
Gains

  Gross
Realized
Losses

  Gross
Realized
Gains

  Gross
Realized
Losses

 
   

Fixed maturities

  $ 875   $ 23   $ 662   $ 38   $ 1,365   $ 39   $ 850   $ 93  

Equity securities

    14     1     43     6     465     4     148     8  
   

Total

  $ 889   $ 24   $ 705   $ 44   $ 1,830   $ 43   $ 998   $ 101  
   

AIG 2012 Form 10-Q            39


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    For the three- and six-month periods ended June 30, 2012, the aggregate fair value of available for sale securities sold was $10.6 billion, $21.5 billion, respectively, which resulted in net realized capital gains of $0.9 billion and $1.8 billion, respectively. For the three- and six-month periods ended June 30, 2011, the aggregate fair value of available for sale securities sold was $12.6 billion and $24.1 billion, respectively, which resulted in net realized capital gains of $0.7 billion and $0.9 billion, respectively.


TRADING SECURITIES

The following table presents the fair value of AIG's trading securities:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Fair
Value

  Percent
of Total

  Fair
Value

  Percent
of Total

 
   

Fixed Maturities:

                         

U.S. government and government sponsored entities

  $ 7,592     25 % $ 7,504     31 %

Non-U.S. governments

    34     -     35     -  

Corporate debt

    1,060     3     816     3  

State, territories and political subdivisions

    236     1     257     1  

Mortgage-backed, asset-backed and collateralized:

                         

RMBS

    1,448     5     1,648     7  

CMBS

    2,133     7     1,837     7  

CDO/ABS and other collateralized*

    10,271     33     5,282     22  
   

Total mortgage-backed, asset-backed and collateralized

    13,852     45     8,767     36  

ML II

    -     -     1,321     5  

ML III

    8,145     26     5,664     23  
   

Total fixed maturities

    30,919     100     24,364     99  
   

Equity securities

    103     -     125     1  
   

Total

  $ 31,022     100 % $ 24,489     100 %
   
*
Includes securities with a fair value of approximately $5.0 billion purchased through the FRBNY's auction of ML III assets. Subsequent to June 30, 2012 and through July 31, 2012, AIG purchased additional securities with a fair value of approximately $2.1 billion in the additional auctions of ML III assets.


MAIDEN LANE III

    From inception and prior to June 30, 2012, AIG valued its investment in ML III using a discounted cash flow methodology that (i) used the estimated future cash flows and the fair value of the ML III assets, (ii) allocated the estimated future cash flows according to the ML III waterfall, and (iii) determined the discount rate to be applied to AIG's interest in ML III by reference to the discount rate implied by the estimated value of ML III assets and the estimated future cash flows of AIG's interest in the capital structure. Estimated cash flows and discount rates used in the valuations were validated, to the extent possible, using market observable information for securities with similar asset pools, structure and terms. During the second quarter of 2012, the FRBNY sold an aggregate of approximately $27 billion face amount of certain assets of the ML III portfolio, and on June 14, 2012, the FRBNY announced its outstanding loan to ML III had been fully repaid with interest. As a result of these sales, AIG modified its methodology for estimating the fair value of its remaining interest in ML III at June 30, 2012 to incorporate the assumption of a current liquidation, which (i) uses the estimated fair value of the ML III assets and (ii) allocates the estimated asset fair value according to the ML III waterfall.

    In June and July 2012, AIG received payments of $77 million and $6.0 billion, respectively, which included AIG's original $5.0 billion equity interest in ML III and $1.1 billion in contractual and additional distributions.

40            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The FRBNY has continued to auction the remaining ML III assets and any additional proceeds from such sales will be allocated 67 percent to the FRBNY and 33 percent to AIG.

    AIG has participated as a purchaser in the FRBNY sales of ML III assets and may participate in future sales.


EVALUATING INVESTMENTS FOR OTHER-THAN-TEMPORARY IMPAIRMENTS

    For a discussion of AIG's policy for evaluating investments for other-than-temporary impairments, see Note 7 to the Consolidated Financial Statements in the 2011 Annual Report.


CREDIT IMPAIRMENTS

The following table presents a rollforward of the credit impairments recognized in earnings for available for sale fixed maturity securities held by AIG, and includes structured, corporate, municipal and sovereign fixed maturity securities:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Balance, beginning of period

  $ 6,464   $ 6,540   $ 6,504   $ 6,786  

Increases due to:

                         

Credit impairments on new securities subject to impairment losses

    35     33     172     85  

Additional credit impairments on previously impaired securities

    69     85     376     235  

Reductions due to:

                         

Credit impaired securities fully disposed for which there was no prior intent or requirement to sell

    (248 )   (155 )   (518 )   (325 )

Accretion on securities previously impaired due to credit*

    (231 )   (107 )   (453 )   (207 )

Hybrid securities with embedded credit derivatives reclassified to Bond trading securities

    -     -     -     (179 )

Other

    1     -     9     1  
   

Balance, end of period

  $ 6,090   $ 6,396   $ 6,090   $ 6,396  
   
*
Represents accretion recognized due to changes in cash flows expected to be collected over the remaining expected term of the credit impaired securities as well as the accretion due to the passage of time.

Purchased Credit Impaired (PCI) Securities

    In the second quarter of 2011, AIG began purchasing certain RMBS securities that had experienced deterioration in credit quality since their issuance. Management determined, based on its expectations as to the timing and amount of cash flows expected to be received, that it was probable at acquisition that AIG would not collect all contractually required payments, including both principal and interest and considering the effects of prepayments, for these PCI securities. At acquisition, the timing and amount of the undiscounted future cash flows expected to be received on each PCI security was determined based on management's best estimate using key assumptions, such as interest rates, default rates and prepayment speeds. At acquisition, the difference between the undiscounted expected future cash flows of the PCI securities and the recorded investment in the securities represents the initial accretable yield, which is to be accreted into net investment income over their remaining lives on a level-yield basis. Additionally, the difference between the contractually required payments on the PCI securities and the undiscounted expected future cash flows represents the non-accretable difference at acquisition. Over time, based on actual payments received and changes in estimates of undiscounted expected future cash flows, the accretable yield and the non-accretable difference can change, as discussed further below.

AIG 2012 Form 10-Q            41


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    On a quarterly basis, the undiscounted expected future cash flows associated with PCI securities are re-evaluated based on updates to key assumptions. Changes to undiscounted expected future cash flows due solely to the changes in the contractual benchmark interest rates on variable rate PCI securities will change the accretable yield prospectively. Declines in undiscounted expected future cash flows due to further credit deterioration as well as changes in the expected timing of the cash flows can result in the recognition of an other-than-temporary impairment charge, as PCI securities are subject to AIG's policy for evaluating investments for other-than-temporary impairment. Significant increases in undiscounted expected future cash flows for reasons other than interest rate changes are recognized prospectively as adjustments to the accretable yield.

The following tables present information on AIG's PCI securities, which are included in bonds available for sale:

   
(in millions)
  At Date of Acquisition
 
   

Contractually required payments (principal and interest)

  $ 18,469  

Cash flows expected to be collected*

    14,304  

Recorded investment in acquired securities

    9,144  
   
*
Represents undiscounted expected cash flows, including both principal and interest.

   
(in millions)
  June 30, 2012
  December 31, 2011
 
   

Outstanding principal balance

    $        12,519   $ 10,119  

Amortized cost

    7,978     7,006  

Fair value

    8,041     6,535  
   


The following table presents activity for the accretable yield on PCI securities:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Balance, beginning of period

  $ 5,146   $ -   $ 4,135   $ -  

Newly purchased PCI securities

    196     2,416     1,418     2,416  

Disposals

    (121 )   -     (168 )   -  

Accretion

    (177 )   (77 )   (345 )   (77 )

Effect of changes in interest rate indices

    (133 )   (8 )   (161 )   (8 )

Net reclassification (to) from non-accretable difference, including effects of prepayments

    39     (23 )   71     (23 )
   

Balance, end of period

  $ 4,950   $ 2,308   $ 4,950   $ 2,308  
   


PLEDGED INVESTMENTS

Secured Financing and Similar Arrangements

    AIG enters into financing transactions, whereby certain securities are transferred to financial institutions in exchange for cash or other liquid collateral. Securities transferred by AIG under these financing transactions may be sold or repledged by the counterparties. As collateral for the securities transferred by AIG, counterparties transfer assets, such as cash or high quality fixed maturity securities. Collateral levels are monitored daily and are generally maintained at an agreed-upon percentage of the fair value of the transferred securities during the life of the transactions. Where AIG receives fixed maturity securities as collateral, AIG does not have the right to sell or repledge this collateral unless an event of default occurs by the counterparties. At the termination of the transactions, AIG and its counterparties are obligated to return the collateral provided and the securities transferred, respectively. These transactions are treated as secured financing arrangements by AIG.

42            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    Secured financing transactions also include securities sold under agreements to repurchase (repurchase agreements), in which AIG transfers securities in exchange for cash, with an agreement by AIG to repurchase the same or substantially similar securities. In the majority of these repurchase agreements, the securities transferred by AIG may be sold or repledged by the counterparties.

    Under the secured financing transactions described above, securities available for sale with a fair value of $7.2 billion and $2.3 billion at June 30, 2012 and December 31, 2011, respectively, and trading securities with a fair value of $3.5 billion and $2.8 billion at June 30, 2012 and December 31, 2011, respectively, were pledged to counterparties.

    Prior to January 1, 2012, in the case of repurchase agreements where AIG did not obtain collateral sufficient to fund substantially all of the cost of purchasing identical replacement securities during the term of the contract (generally less than 90 percent of the security value), AIG accounted for the transaction as a sale of the security and reported the obligation to repurchase the security as a derivative contract. Effective January 1, 2012, the level of collateral received by the transferor in a repurchase agreement or similar arrangement is no longer relevant in determining whether the transaction should be accounted for as a sale. The fair value of securities transferred under repurchase agreements accounted for as sales was $259 million and $2.1 billion at June 30, 2012 and December 31, 2011, respectively.

    AIG also enters into agreements in which securities are purchased by AIG under agreements to resell (reverse repurchase agreements), which are accounted for as secured financing transactions and reported as short-term investments or other assets, depending on their terms. For these transactions, AIG takes possession of or obtains a security interest in the related securities, and AIG has the right to sell or repledge this collateral received. The fair value of securities collateral pledged to AIG was $6.9 billion and $6.8 billion at June 30, 2012 and December 31, 2011, respectively, of which $1.5 billion and $122 million was repledged by AIG.

Insurance – Statutory and Other Deposits

    Total carrying values of cash and securities deposited by AIG's insurance subsidiaries under requirements of regulatory authorities or other insurance-related arrangements, including certain annuity-related obligations and certain reinsurance agreements, were $8.9 billion and $9.8 billion at June 30, 2012 and December 31, 2011, respectively.

Other Pledges

    Certain AIG subsidiaries are members of Federal Home Loan Banks (FHLBs), and such membership requires the members to own stock in these FHLBs. AIG subsidiaries owned an aggregate of $83 million and $77 million of stock in FHLBs at June 30, 2012 and December 31, 2011, respectively. To the extent an AIG subsidiary borrows from the FHLB, its ownership interest in the stock of FHLBs will be pledged to the FHLB. In addition, AIG subsidiaries have pledged securities available for sale with a fair value of $93 million at June 30, 2012, associated with advances from the FHLBs.

    Certain GIAs have provisions that require collateral to be posted by AIG upon a downgrade of AIG's long-term debt ratings. The actual amount of collateral required to be posted to the counterparties in the event of such downgrades, and the aggregate amount of payments that AIG could be required to make, depends on market conditions, the fair value of outstanding affected transactions and other factors prevailing at and after the time of the downgrade. The fair value of securities pledged as collateral with respect to these obligations approximated $5.0 billion and $5.1 billion at June 30, 2012 and December 31, 2011, respectively. This collateral primarily consists of securities of the U.S. government and government sponsored entities and generally cannot be repledged or resold by the counterparties.

AIG 2012 Form 10-Q            43


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

6. LENDING ACTIVITIES

The following table presents the composition of Mortgage and other loans receivable:

   
(in millions)
  June 30,
2012

  December 31,
2011

 
   

Commercial mortgages*

  $ 13,723   $ 13,554  

Life insurance policy loans

    2,979     3,049  

Commercial loans, other loans and notes receivable

    3,369     3,626  
   

Total mortgage and other loans receivable

    20,071     20,229  

Allowance for losses

    (684 )   (740 )
   

Mortgage and other loans receivable, net

  $ 19,387   $ 19,489  
   
*
Commercial mortgages primarily represent loans for office, retail and industrial properties, with exposures in California and New York representing the largest geographic concentrations (approximately 23 percent and 14 percent, respectively, at June 30, 2012 and December 31, 2011). Over 98 percent of the commercial mortgages were current as to payments of principal and interest at June 30, 2012 and December 31, 2011.

The following table presents the credit quality indicators for commercial mortgage loans:

   
June 30, 2012

(dollars in millions)
  Number
of
Loans

  Class    
  Percent
of
Total $

 
  Apartments
  Offices
  Retail
  Industrial
  Hotel
  Others
  Total
 
   

Credit Quality Indicator:

                                                       

In good standing

    1,010   $ 1,663   $ 4,896   $ 2,531   $ 1,819   $ 960   $ 1,356   $ 13,225     97 %

Restructured(a)

    8     50     206     7     9     -     21     293     2  

90 days or less delinquent           

    4     -     16     -     -     -     3     19     -  

>90 days delinquent or in process of foreclosure           

    15     -     61     -     40     -     85     186     1  
   

Total(b)

    1,037   $ 1,713   $ 5,179   $ 2,538   $ 1,868   $ 960   $ 1,465   $ 13,723     100 %
   

Valuation allowance

        $ 16   $ 117   $ 19   $ 58   $ 11   $ 41   $ 262     2 %
   
(a)
Loans that have been modified in troubled debt restructurings and are performing according to their restructured terms. See discussion of troubled debt restructurings in Note 8 to the Consolidated Financial Statements in the 2011 Annual Report.

(b)
Does not reflect valuation allowances.


ALLOWANCE FOR CREDIT LOSSES

    See Note 8 to the Consolidated Financial Statements in the 2011 Annual Report for a discussion of AIG's accounting policy for evaluating mortgage and other loans receivable for impairment.

   
Six Months Ended June 30,
  2012   2011  
(in millions)
  Commercial
Mortgages

  Other
Loans

  Total
  Commercial
Mortgages

  Other
Loans

  Total
 
   

Allowance, beginning of year

  $ 305   $ 435   $ 740   $ 470   $ 408   $ 878  

Loans charged off

    (5 )   (29 )   (34 )   (36 )   (31 )   (67 )

Recoveries of loans previously charged off

    4     -     4     35     -     35  
   

Net charge-offs

    (1 )   (29 )   (30 )   (1 )   (31 )   (32 )

Provision for loan losses

    (42 )   20     (22 )   (6 )   26     20  

Other

    -     (4 )   (4 )   (31 )   -     (31 )
   

Allowance, end of period

  $ 262 * $ 422   $ 684   $ 432 * $ 403   $ 835  
   
*
Of the total, $70 million and $112 million relates to individually assessed credit losses on $382 million and $610 million of commercial mortgage loans as of June 30, 2012 and 2011, respectively.

44            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    As of June 30, 2012, there were no significant loans held by AIG that had been modified in a troubled debt restructuring during 2012.


7. VARIABLE INTEREST ENTITIES

    AIG enters into various arrangements with variable interest entities (VIEs) in the normal course of business. AIG's involvement with VIEs is primarily through its insurance companies as a passive investor in debt securities (rated and unrated) and equity interests issued by VIEs. AIG's exposure is generally limited to those interests held. When AIG holds both an economic interest and the power to direct the most significant activities of the VIE, AIG is deemed to be the primary beneficiary and consolidates the VIE.


EXPOSURE TO LOSS

    AIG's total off-balance sheet exposure associated with VIEs, primarily consisting of commitments to real estate and investment funds, was $0.3 billion and $0.4 billion at June 30, 2012 and December 31, 2011, respectively.

The following table presents AIG's total assets, total liabilities and off-balance sheet exposure associated with its variable interests in consolidated VIEs:

   
 
  VIE Assets(a)   VIE Liabilities   Off-Balance Sheet Exposure  
(in billions)
  June 30,
2012

  December 31,
2011

  June 30,
2012

  December 31,
2011

  June 30,
2012

  December 31,
2011

 
   

AIA/ALICO SPVs

  $ 1.7 (b) $ 14.2   $ 0.1   $ 0.1     $                -     $                -  

Real estate and investment funds

    1.4     1.5     0.4     0.4     0.1     0.1  

Commercial paper conduit

    0.2     0.5     -     0.2     -     -  

Affordable housing partnerships

    2.4     2.5     0.2     0.1     -     -  

Other

    4.7     4.1     1.2     1.8     -     -  
   

Total

  $ 10.4   $ 22.8   $ 1.9   $ 2.6     $            0.1     $            0.1  
   
(a)
The assets of each VIE can be used only to settle specific obligations of that VIE.

(b)
Decrease primarily due to the retirement of the AIA SPV Preferred Interests, held by the Department of Treasury. As a result, the AIA SPV no longer qualified as a VIE. Assets include $1.6 billion of cash held in escrow. See Note 9(D) herein for further discussion of the escrow arrangement.

    AIG calculates its maximum exposure to loss to be (i) the amount invested in the debt or equity of the VIE, (ii) the notional amount of VIE assets or liabilities where AIG has also provided credit protection to the VIE with the VIE as the referenced obligation, and (iii) other commitments and guarantees to the VIE. Interest holders in VIEs sponsored by AIG generally have recourse only to the assets and cash flows of the VIEs and do not have recourse to AIG, except in limited circumstances when AIG has provided a guarantee to the VIE's interest holders.

AIG 2012 Form 10-Q            45


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents total assets of unconsolidated VIEs in which AIG holds a variable interest, as well as AIG's maximum exposure to loss associated with these VIEs:

   
 
   
  Maximum Exposure to Loss  
(in billions)
  Total VIE
Assets

  On-Balance
Sheet

  Off-Balance
Sheet

  Total
 
   

June 30, 2012

                         

Real estate and investment funds

  $ 16.4   $ 1.9   $ 0.2   $ 2.1  

Affordable housing partnerships

    0.5     0.5     -     0.5  

Maiden Lane III interest

    13.4     8.2     -     8.2  

Other

    1.0     0.1     -     0.1  
   

Total

  $ 31.3   $ 10.7   $ 0.2   $ 10.9  
   

December 31, 2011

                         

Real estate and investment funds

  $ 18.3   $ 2.1   $ 0.3   $ 2.4  

Affordable housing partnerships

    0.6     0.6     -     0.6  

Maiden Lane II and III interests

    27.1     7.0     -     7.0  

Other

    1.5     -     -     -  
   

Total

  $ 47.5   $ 9.7   $ 0.3   $ 10.0  
   


BALANCE SHEET CLASSIFICATION

AIG's interests in the assets and liabilities of consolidated and unconsolidated VIEs were classified in the Consolidated Balance Sheet as follows:

   
 
  Consolidated VIEs   Unconsolidated VIEs  
(in billions)
  June 30,
2012

  December 31,
2011

  June 30,
2012

  December 31,
2011

 
   

Assets:

                         

Available for sale securities

  $ 0.4   $ 0.4   $ -   $ -  

Trading securities

    1.0     1.3     8.3     7.1  

Mortgage and other loans receivable

    0.5     0.5     -     -  

Other invested assets*

    4.6     17.2     2.4     2.6  

Other asset accounts

    3.9     3.4     -     -  
   

Total

  $ 10.4   $ 22.8   $ 10.7   $ 9.7  
   

Liabilities:

                         

Other long-term debt

  $ 1.0   $ 1.7   $ -   $ -  

Other liability accounts

    0.9     0.9     -     -  
   

Total

  $ 1.9   $ 2.6   $ -   $ -  
   
*
Decrease primarily due to the retirement of the AIA SPV Preferred Interests. See Note 1 herein for further discussion.

    For information on RMBS, CMBS, and other ABS, see Notes 4 and 5 herein. For additional information on ABS and VIEs, see Notes 6, 7, and 11 to the Consolidated Financial Statements in the 2011 Annual Report.


8. DERIVATIVES AND HEDGE ACCOUNTING

    AIG uses derivatives and other financial instruments as part of its financial risk management programs and as part of its investment operations. AIGFP had also transacted in derivatives as a dealer and had acted as an intermediary between the relevant AIG subsidiary and the counterparty. AIG Markets has largely replaced AIGFP in acting as an intermediary between AIG subsidiaries and the external counterparties. Global Capital Markets, included in AIG's Other operations, consists of the operations of AIG Markets and the remaining derivatives portfolio of AIGFP.

46            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the notional amounts and fair values of AIG's derivative instruments:

   
 
  June 30, 2012   December 31, 2011  
 
  Gross Derivative Assets   Gross Derivative Liabilities   Gross Derivative Assets   Gross Derivative Liabilities  
(in millions)
  Notional
Amount

  Fair
Value
(a)
  Notional
Amount

  Fair
Value
(a)
  Notional
Amount

  Fair
Value
(a)
  Notional
Amount

  Fair
Value
(a)
 
   

Derivatives designated as hedging instruments:

                                                 

Interest rate contracts(b)

  $ -   $ -   $ 409   $ 29   $ -   $ -   $ 481   $ 38  

Foreign exchange contracts            

    -     -     -     -     -     -     180     1  

Derivatives not designated as hedging instruments:

                                                 

Interest rate contracts(b)

    72,634     7,667     69,122     6,879     72,660     8,286     73,248     6,870  

Foreign exchange contracts            

    2,469     53     6,328     171     3,278     145     3,399     178  

Equity contracts(c)                  

    5,581     261     21,632     1,434     4,748     263     18,911     1,126  

Commodity contracts            

    671     183     635     185     691     136     861     146  

Credit contracts

    310     64     20,842     2,656     407     89     25,857     3,366  

Other contracts(d)

    21,835     232     2,033     287     24,305     741     2,125     372  
   

Total derivatives not designated as hedging instruments

    103,500     8,460     120,592     11,612     106,089     9,660     124,401     12,058  
   

Total derivatives

  $ 103,500   $ 8,460   $ 121,001   $ 11,641   $ 106,089   $ 9,660   $ 125,062   $ 12,097  
   
(a)
Fair value amounts are shown before the effects of counterparty netting adjustments and offsetting cash collateral.

(b)
Includes cross currency swaps.

(c)
Notional amount of derivative liabilities and fair values of derivative liabilities include $20.9 billion and $1.2 billion, respectively, at June 30, 2012, and $18.3 billion and $0.9 billion, respectively, at December 31, 2011, related to bifurcated embedded derivatives. A bifurcated embedded derivative is generally presented with the host contract in the Consolidated Balance Sheet.

(d)
Consist primarily of contracts with multiple underlying exposures.

The following table presents the fair values of derivative assets and liabilities in the Consolidated Balance Sheet:

   
 
  June 30, 2012   December 31, 2011  
 
  Derivative Assets   Derivative Liabilities   Derivative Assets   Derivative Liabilities  
(in millions)
  Notional
Amount

  Fair
Value

  Notional
Amount

  Fair
Value

  Notional
Amount

  Fair
Value

  Notional
Amount

  Fair
Value

 
   

Global Capital Markets derivatives

  $ 91,350   $ 7,396   $ 93,518   $ 9,300   $ 94,036   $ 8,472   $ 98,442   $ 10,021  

All other derivatives(a)            

    12,150     1,064     27,483     2,341     12,053     1,188     26,620     2,076  
   

Total derivatives, gross

  $ 103,500     8,460   $ 121,001     11,641   $ 106,089     9,660   $ 125,062     12,097  
   

Counterparty netting(b)

          (3,716 )         (3,716 )         (3,660 )         (3,660 )

Cash collateral(c)

          (991 )         (2,599 )         (1,501 )         (2,786 )
   

Total derivatives, net

          3,753           5,326           4,499           5,651  
   

Less: Bifurcated embedded derivatives

          -           1,188           -           918  
   

Total derivatives on consolidated balance sheet

        $ 3,753         $ 4,138         $ 4,499         $ 4,733  
   
(a)
Represents derivatives used to hedge the foreign currency and interest rate risk associated with insurance and ILFC operations, as well as embedded derivatives included in insurance contracts. Liabilities include bifurcated embedded derivatives, which are recorded in Policyholder contract deposits.

(b)
Represents netting of derivative exposures covered by a qualifying master netting agreement.

(c)
Represents cash collateral posted and received.

AIG 2012 Form 10-Q            47


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


COLLATERAL

    AIG engages in derivative transactions directly with unaffiliated third parties in most cases under International Swaps and Derivatives Association, Inc. (ISDA) agreements (ISDA Master Agreements). Many of the ISDA Master Agreements also include Credit Support Annex (CSA) provisions, which generally provide for collateral postings at various ratings and threshold levels.

    Collateral posted by AIG to third parties for derivative transactions was $5.0 billion and $4.7 billion at June 30, 2012 and December 31, 2011, respectively. This collateral can generally be repledged or resold by the counterparties. Collateral obtained by AIG from third parties for derivative transactions was $1.1 billion and $1.6 billion at June 30, 2012 and December 31, 2011, respectively. This collateral can generally be repledged or resold by AIG.


HEDGE ACCOUNTING

    AIG designated certain derivatives entered into by Global Capital Markets with third parties as cash flow hedges of certain debt issued by ILFC and designated certain derivatives entered into by AIG's insurance subsidiaries with third parties as fair value hedges of available-for-sale investment securities held by such subsidiaries. The fair value hedges include foreign currency forwards designated as hedges of the change in fair value of foreign currency denominated available-for-sale securities attributable to changes in foreign exchange rates. With respect to the cash flow hedges, interest rate swaps were designated as hedges of the changes in cash flows on floating rate debt attributable to changes in the benchmark interest rate.

    AIG uses foreign currency denominated debt as hedging instruments in net investment hedge relationships to mitigate the foreign exchange risk associated with AIG's non-U.S. dollar functional currency foreign subsidiaries. AIG assesses the hedge effectiveness and measures the amount of ineffectiveness for these hedge relationships based on changes in spot exchange rates. For the three- and six-month periods ended June 30, 2012, AIG recognized gains of $147 million and $56 million, respectively, and for the three- and six-month periods ended June 30, 2011, AIG recognized losses of $11 million and $35 million, respectively, included in Foreign currency translation adjustment in Accumulated other comprehensive income related to the net investment hedge relationships.

    A qualitative methodology is utilized to assess hedge effectiveness for net investment hedges, while regression analysis is employed for all other hedges.

The following table presents the effect of AIG's derivative instruments in fair value hedging relationships in the Consolidated Statement of Operations:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Interest rate contracts(a):

                         

Gain (loss) recognized in earnings on derivatives

  $ -   $ 4   $ (2 ) $ (3 )

Gain recognized in earnings on hedged items(b)

    48     40     80     88  

Gain (loss) recognized in earnings for ineffective portion and amount excluded from effectiveness testing

    -     -     -     (1 )
   
(a)
Gains and losses recognized in earnings for the ineffective portion and amounts excluded from effectiveness testing are recorded in Net realized capital gains (losses). Includes immaterial amounts related to foreign exchange contracts.

(b)
Includes $49 million and $44 million, for the three-month periods ended June 30, 2012 and 2011, respectively, and $79 million and $86 million, for the six-month periods ended June 30, 2012 and 2011, respectively, representing the amortization of debt basis adjustment following the discontinuation of hedge accounting recorded in Other income and Net realized capital gains (losses).

48            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the effect of AIG's derivative instruments in cash flow hedging relationships in the Consolidated Statement of Operations:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Interest rate contracts(a):

                         

Loss recognized in OCI on derivatives

  $ -   $ (3 ) $ (1 ) $ (3 )

Loss reclassified from Accumulated OCI into earnings(b)

    (4 )   (16 )   (9 )   (34 )
   
(a)
Gains and losses reclassified from Accumulated other comprehensive income are recorded in Other income. Gains or losses recognized in earnings on derivatives for the ineffective portion are recorded in Net realized capital gains (losses).

(b)
The effective portion of the change in fair value of a derivative qualifying as a cash flow hedge is recorded in Accumulated other comprehensive income until earnings are affected by the variability of cash flows in the hedged item. At June 30, 2012, $16 million of the deferred net loss in Accumulated other comprehensive income is expected to be recognized in earnings during the next 12 months.


DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

The following table presents the effect of AIG's derivative instruments not designated as hedging instruments in the Consolidated Statement of Operations:

   
 
  Gains (Losses) Recognized in Earnings  
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

By Derivative Type:

                         

Interest rate contracts(a)

  $ 598   $ 21   $ 12   $ (253 )

Foreign exchange contracts

    21     (24 )   90     (4 )

Equity contracts(b)

    (207 )   67     (395 )   (37 )

Commodity contracts

    (1 )   2     (2 )   7  

Credit contracts

    63     (46 )   214     301  

Other contracts

    (81 )   18     (52 )   -  
   

Total

  $ 393   $ 38   $ (133 ) $ 14  
   

By Classification:

                         

Premiums

  $ 37   $ 26   $ 73   $ 51  

Net investment income

    -     2     1     4  

Net realized capital gains (losses)

    (423 )   231     (660 )   176  

Other income (losses)

    779     (221 )   453     (217 )
   

Total

  $ 393   $ 38   $ (133 ) $ 14  
   
(a)
Includes cross currency swaps.

(b)
Includes embedded derivative losses of $368 million and $5 million for the three-month periods ended June 30, 2012 and 2011, respectively, and embedded derivatives gains (losses) of $(193) million and $102 million, for the six-month periods ended June 30, 2012 and 2011, respectively.


GLOBAL CAPITAL MARKETS DERIVATIVES

    Global Capital Markets enters into derivatives to mitigate market risk in its exposures (interest rates, currencies, commodities, credit and equities) arising from its transactions. In most cases, Global Capital Markets does not hedge its exposures related to the credit default swaps it has written.

AIG 2012 Form 10-Q            49


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    Global Capital Markets follows a policy of minimizing interest rate, currency, commodity, and equity risks associated with investment securities by entering into offsetting positions, thereby offsetting a significant portion of the unrealized appreciation and depreciation. In addition, at June 30, 2012, Global Capital Markets has entered into credit derivative transactions with respect to $130 million of securities to economically hedge its credit risk.

Super Senior Credit Default Swaps

    Credit default swap transactions were entered into with the intention of earning revenue on credit exposure. In the majority of these transactions, credit protection was sold on a designated portfolio of loans or debt securities. Generally, such credit protection was provided on a "second loss" basis, meaning that credit losses would be incurred only after a shortfall of principal and/or interest, or other credit events, in respect of the protected loans and debt securities, exceeds a specified threshold amount or level of "first losses."

The following table presents the net notional amount, fair value of derivative (asset) liability and unrealized market valuation gain (loss) of the super senior credit default swap portfolio, including credit default swaps written on mezzanine tranches of certain regulatory capital relief transactions, by asset class:

   
 
   
   
   
   
  Unrealized Market Valuation Gain (Loss)  
 
   
   
  Fair Value of
Derivative (Asset) Liability at
 
 
  Net Notional Amount   Three Months
Ended June 30,
  Six Months
Ended June 30,
 
 
  June 30,
2012
(a)
  December 31,
2011
(a)
  June 30,
2012
(b)(c)
  December 31,
2011
(b)(c)
 
(in millions)
  2012(c)
  2011(c)
  2012(c)
  2011(c)
 
   

Regulatory Capital:

                                                 

Corporate loans

  $ 1,148   $ 1,830   $ -   $ -   $ -   $ -   $ -   $ -  

Prime residential mortgages

    648     3,653     -     -     -     -     -     6  

Other

    754     887     6     9     (3 )   1     3     10  
   

Total

    2,550     6,370     6     9     (3 )   1     3     16  
   

Arbitrage:

                                                 

Multi-sector CDOs(d)

    4,602     5,476     2,386     3,077     68     (90 )   194     183  

Corporate debt/CLOs(e)

    11,630     11,784     116     127     (6 )   7     11     44  
   

Total

    16,232     17,260     2,502     3,204     62     (83 )   205     227  
   

Mezzanine tranches

    985     989     21     10     (2 )   (12 )   (11 )   (14 )
   

Total

  $ 19,767   $ 24,619   $ 2,529   $ 3,223   $ 57   $ (94 ) $ 197   $ 229  
   
(a)
Net notional amounts presented are net of all structural subordination below the covered tranches.

(b)
Fair value amounts are shown before the effects of counterparty netting adjustments and offsetting cash collateral.

(c)
Includes credit valuation adjustment gains (losses) of $2 million and $8 million in the three-month periods ended June 30, 2012 and 2011, respectively, and $(24) million and $2 million in the six-month periods ended June 30, 2012 and 2011, respectively, representing the effect of changes in AIG's credit spreads on the valuation of the derivatives liabilities.

(d)
During the six-month period ended June 30, 2012, a super senior CDS transaction with a net notional amount of $470 million was terminated at approximately its fair value at the time of termination. As a result, a $416 million loss, which was previously included in the fair value derivative liability as an unrealized market valuation loss, was realized. During the six-month period ended June 30, 2012, $81 million was paid to counterparties with respect to multi-sector CDOs. Upon payment, an $81 million loss, which was previously included in the fair value of the derivative liability as an unrealized market valuation loss, was realized. Multi-sector CDOs also include $3.9 billion and $4.6 billion in net notional amount of credit default swaps written with cash settlement provisions at June 30, 2012 and December 31, 2011, respectively.

(e)
Corporate debt/CLOs include $1.2 billion in net notional amount of credit default swaps written on the super senior tranches of CLOs at both June 30, 2012 and December 31, 2011.

    The expected weighted average maturity of the super senior credit derivative portfolios as of June 30, 2012 was 0.2 years for the regulatory capital corporate loan portfolio, 0.6 years for the regulatory capital prime residential mortgage portfolio, 3.3 years for the regulatory capital other portfolio, 6.1 years for the multi-sector CDO arbitrage portfolio and 3.7 years for the corporate debt/CLO portfolio.

50            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    Given the current performance of the underlying portfolios, the level of subordination of the credit protection written and the assessment of the credit quality of the underlying portfolio, as well as the risk mitigants inherent in the transaction structures, AIG does not expect that it will be required to make payments pursuant to the contractual terms of those transactions providing regulatory relief.

    Because of long-term maturities of the CDS in the arbitrage portfolio, AIG is unable to make reasonable estimates of the periods during which any payments would be made. However, the net notional amount represents the maximum exposure to loss on the super senior credit default swap portfolio.

Written Single Name Credit Default Swaps

    Credit default swap contracts referencing single-name exposures written on corporate, index and asset-backed credits have also been entered into with the intention of earning spread income on credit exposure. Some of these transactions were entered into as part of a long-short strategy to earn the net spread between CDS written and purchased. At June 30, 2012, the net notional amount of these written CDS contracts was $1.3 billion, including ABS CDS transactions purchased from a liquidated multi-sector super senior CDS transaction. These exposures have been partially hedged by purchasing offsetting CDS contracts of $66 million in net notional amount. The net unhedged position of $1.2 billion represents the maximum exposure to loss on these CDS contracts. The average maturity of the written CDS contracts is 6.3 years. At June 30, 2012, the fair value of derivative liability (which represents the carrying value) of the portfolio of CDS was $85 million.

    Upon a triggering event (e.g., a default) with respect to the underlying credit, the option would normally exist to either settle the position through an auction process (cash settlement) or pay the notional amount of the contract to the counterparty in exchange for a bond issued by the underlying credit obligor (physical settlement).

    These CDS contracts were written under ISDA Master Agreements. The majority of these ISDA Master Agreements include CSAs that provide for collateral postings at various ratings and threshold levels. At June 30, 2012, collateral posted by AIG under these contracts was $99 million prior to offsets for other transactions.


ALL OTHER DERIVATIVES

    AIG's businesses other than Global Capital Markets also use derivatives and other instruments as part of their financial risk management. Interest rate derivatives (such as interest rate swaps) are used to manage interest rate risk associated with embedded derivatives contained in insurance contract liabilities, fixed maturity securities, outstanding medium- and long-term notes as well as other interest rate sensitive assets and liabilities. Foreign exchange derivatives (principally foreign exchange forwards and options) are used to economically mitigate risk associated with non-U.S. dollar denominated debt, net capital exposures, and foreign currency transactions. Equity derivatives are used to mitigate financial risk embedded in certain insurance liabilities. The derivatives are effective economic hedges of the exposures that they are meant to offset.

    In addition to hedging activities, AIG also enters into derivative instruments with respect to investment operations, which include, among other things, credit default swaps and purchasing investments with embedded derivatives, such as equity-linked notes and convertible bonds.


CREDIT RISK-RELATED CONTINGENT FEATURES

    The aggregate fair value of AIG's derivative instruments that contain credit risk-related contingent features that were in a net liability position at June 30, 2012, was approximately $3.8 billion. The aggregate fair value of assets posted as collateral under these contracts at June 30, 2012, was $4.1 billion.

    AIG estimates that at June 30, 2012, based on AIG's outstanding financial derivative transactions a one-notch downgrade of AIG's long-term senior debt ratings to BBB+ by Standard & Poor's Financial Services LLC, a

AIG 2012 Form 10-Q            51


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

subsidiary of The McGraw-Hill Companies, Inc. (S&P), would permit counterparties to make additional collateral calls and permit the counterparties to elect early termination of contracts, resulting in a negligible amount of corresponding collateral postings and termination payments; a one-notch downgrade to Baa2 by Moody's Investors' Services, Inc. (Moody's) and an additional one-notch downgrade to BBB by S&P would result in approximately $120 million in additional collateral postings and termination payments and a further one-notch downgrade to Baa3 by Moody's and BBB- by S&P would result in approximately $230 million in additional collateral postings and termination payments. Additional collateral postings upon downgrade are estimated based on the factors in the individual collateral posting provisions of the CSA with each counterparty and current exposure as of June 30, 2012. Factors considered in estimating the termination payments upon downgrade include current market conditions, the complexity of the derivative transactions, historical termination experience and other observable market events such as bankruptcy and downgrade events that have occurred at other companies. Management's estimates are also based on the assumption that counterparties will terminate based on their net exposure to AIG. The actual termination payments could significantly differ from management's estimates given market conditions at the time of downgrade and the level of uncertainty in estimating both the number of counterparties who may elect to exercise their right to terminate and the payment that may be triggered in connection with any such exercise.


HYBRID SECURITIES WITH EMBEDDED CREDIT DERIVATIVES

    AIG invests in hybrid securities (such as credit-linked notes) with the intent of generating income, and not specifically to acquire exposure to embedded derivative risk. Similar to AIG's other investments in RMBS, CMBS, CDOs and ABS, AIG's investments in these hybrid securities are exposed to losses only up to the amount of AIG's initial investment in the hybrid security. Other than AIG's initial investment in the hybrid securities, AIG has no further obligation to make payments on the embedded credit derivatives in the related hybrid securities.

    AIG elects to account for its investments in these hybrid securities with embedded written credit derivatives at fair value, with changes in fair value recognized in Net investment income and Other income. AIG's investments in these hybrid securities are reported as Bond trading securities in the Consolidated Balance Sheet. The fair value of these hybrid securities was $5 billion at June 30, 2012. These securities have a current par amount of $10 billion and have remaining stated maturity dates that extend to 2052.


9. COMMITMENTS, CONTINGENCIES AND GUARANTEES

    In the normal course of business, various commitments and contingent liabilities are entered into by AIG and certain of its subsidiaries. In addition, AIG guarantees various obligations of certain subsidiaries.

    AIG recorded an increase in its estimated litigation liability of approximately $719 million during the second quarter of 2012 based on developments in several actions.

    Although AIG cannot currently quantify its ultimate liability for unresolved litigation and investigation matters, including those referred to below, it is possible that such liability could have a material adverse effect on AIG's consolidated financial condition or its consolidated results of operations or consolidated cash flows for an individual reporting period.


(A) LITIGATION, INVESTIGATIONS AND REGULATORY MATTERS

    Overview.    In addition to the matters described in the 2011 Annual Report, the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the First Quarter Form 10-Q) and those described below, AIG and its subsidiaries, in common with the insurance and financial services industries in general, are subject to litigation, including claims for punitive damages, in the normal course of their business. In AIG's insurance operations (including UGC), litigation arising from claims settlement activities is generally considered in

52            AIG 2012 Form 10-Q


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American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

the establishment of AIG's liability for unpaid claims and claims adjustment expense. However, the potential for increasing jury awards and settlements makes it difficult to assess the ultimate outcome of such litigation. AIG is also subject to derivative, class action and other claims asserted by its shareholders and others alleging, among other things, breach of fiduciary duties by its directors and officers and violations of insurance laws and regulations, as well as federal and state securities laws. In the case of any derivative action brought on behalf of AIG, any recovery would accrue to the benefit of AIG.

    Various regulatory and governmental agencies have been reviewing certain public disclosures, transactions and practices of AIG and its subsidiaries in connection with industry-wide and other inquiries into, among other matters, AIG's liquidity, compensation paid to certain employees, payments made to counterparties, and certain business practices and valuations of current and former operating insurance subsidiaries. AIG has cooperated, and will continue to cooperate, in producing documents and other information in response to subpoenas and other requests.

AIG's Subprime Exposure, AIGFP Credit Default Swap Portfolio and Related Matters

    AIG, AIGFP and certain directors and officers of AIG, AIGFP and other AIG subsidiaries have been named in various actions relating to AIG's exposure to the U.S. residential subprime mortgage market, unrealized market valuation losses on AIGFP's super senior credit default swap portfolio, losses and liquidity constraints relating to AIG's securities lending program and related disclosure and other matters (Subprime Exposure Issues).

    Consolidated 2008 Securities Litigation.    Between May 21, 2008 and January 15, 2009, eight purported securities class action complaints were filed against AIG and certain directors and officers of AIG and AIGFP, AIG's outside auditors, and the underwriters of various securities offerings in the United States District Court for the Southern District of New York (the Southern District of New York), alleging claims under the Securities Exchange Act of 1934, as amended (the Exchange Act), or claims under the Securities Act of 1933, as amended (the Securities Act). On March 20, 2009, the Court consolidated all eight of the purported securities class actions as In re American International Group, Inc. 2008 Securities Litigation (the Consolidated 2008 Securities Litigation). Subsequently, on November 18, 2011, January 20, 2012 and June 11, 2012, three separate, though similar, securities actions were brought against AIG and certain directors and officers of AIG and AIGFP by the Kuwait Investment Office, various Oppenheimer Funds, and eight foreign funds and investment entities led by the British Coal Staff Superannuation Scheme, respectively.

    On May 19, 2009, lead plaintiff in the Consolidated 2008 Securities Litigation filed a consolidated complaint on behalf of purchasers of AIG Common Stock during the alleged class period of March 16, 2006 through September 16, 2008, and on behalf of purchasers of various AIG securities offered pursuant to AIG's shelf registration statements. The consolidated complaint alleges that defendants made statements during the class period in press releases, AIG's quarterly and year-end filings, during conference calls, and in various registration statements and prospectuses in connection with the various offerings that were materially false and misleading and that artificially inflated the price of AIG Common Stock. The alleged false and misleading statements relate to, among other things, the Subprime Exposure Issues. The consolidated complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act. On August 5, 2009, defendants filed motions to dismiss the consolidated complaint, and on September 27, 2010, the Court denied the motions to dismiss.

    On April 1, 2011, the lead plaintiff in the Consolidated 2008 Securities Litigation filed a motion to certify a class of plaintiffs. On November 2, 2011, the Court terminated the motion without prejudice to an application for restoration. On March 30, 2012, the lead plaintiff filed a renewed motion to certify a class of plaintiffs.

    AIG has accrued its estimate of probable loss with respect to this litigation.

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    As of August 2, 2012, the actions initiated by the Kuwait Investment Office, various Oppenheimer Funds and eight foreign funds and investment entities led by the British Coal Staff Superannuation Scheme are in their early stages, no discussions concerning potential damages have occurred and the plaintiffs have not formally specified an amount of alleged damages in their respective actions. As a result, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from these litigations.

    ERISA Actions — Southern District of New York.    Between June 25, 2008, and November 25, 2008, AIG, certain directors and officers of AIG, and members of AIG's Retirement Board and Investment Committee were named as defendants in eight purported class action complaints asserting claims on behalf of participants in certain pension plans sponsored by AIG or its subsidiaries. The Court subsequently consolidated these eight actions as In re American International Group, Inc. ERISA Litigation II. On June 26, 2009, lead plaintiffs' counsel filed a consolidated amended complaint. The action purports to be brought as a class action under the Employee Retirement Income Security Act of 1974, as amended (ERISA), on behalf of all participants in or beneficiaries of certain benefit plans of AIG and its subsidiaries that offered shares of AIG Common Stock. In the consolidated amended complaint, plaintiffs allege, among other things, that the defendants breached their fiduciary responsibilities to plan participants and their beneficiaries under ERISA, by continuing to offer the AIG Stock Fund as an investment option in the plans after it allegedly became imprudent to do so. The alleged ERISA violations relate to, among other things, the defendants' purported failure to monitor and/or disclose certain matters, including the Subprime Exposure Issues.

    As of August 2, 2012, plaintiffs have not formally specified an amount of alleged damages, discovery is ongoing, and the Court has not determined if a class action is appropriate or the size or scope of any class. As a result, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation.

    Consolidated 2007 Derivative Litigation.    On November 20, 2007 and August 6, 2008, purported shareholder derivative actions were filed in the Southern District of New York naming as defendants directors and officers of AIG and its subsidiaries and asserting claims on behalf of nominal defendant AIG. The actions have been consolidated as In re American International Group, Inc. 2007 Derivative Litigation (the Consolidated 2007 Derivative Litigation). On June 3, 2009, lead plaintiff filed a consolidated amended complaint naming additional directors and officers of AIG and its subsidiaries as defendants. As amended, the factual allegations include the Subprime Exposure Issues and AIG and AIGFP employee retention payments and related compensation issues. The claims asserted on behalf of nominal defendant AIG include breach of fiduciary duty, waste of corporate assets, unjust enrichment, contribution and violations of Sections 10(b) and 20(a) of the Exchange Act. On March 30, 2010, the Court dismissed the action due to plaintiff's failure to make a pre-suit demand on AIG's Board of Directors (the Board). On March 17, 2011, the United States Court of Appeals for the Second Circuit (the Second Circuit) affirmed the Southern District of New York's dismissal of the Consolidated 2007 Derivative Litigation due to plaintiff's failure to make a pre-suit demand.

    On August 10, 2011 and August 15, 2011, the plaintiff that brought the Consolidated 2007 Derivative Litigation sent letters to AIG's Board of Directors (the Board) demanding that the Board cause AIG to pursue the claims asserted in the Consolidated 2007 Derivative Litigation. On September 13, 2011, the Board rejected the demand.

    Other Derivative Actions.    Separate purported derivative actions, alleging similar claims as the Consolidated 2007 Derivative Litigation, have been brought asserting claims on behalf of the nominal defendant AIG in various jurisdictions. These actions are described below:

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    Canadian Securities Class Action — Ontario Superior Court of Justice.    On November 12, 2008, an application was filed in the Ontario Superior Court of Justice for leave to bring a purported class action against AIG, AIGFP, certain directors and officers of AIG and Joseph Cassano, the former Chief Executive Officer of AIGFP, pursuant to the Ontario Securities Act. If the Court grants the application, a class plaintiff will be permitted to file a statement of claim against defendants. The proposed statement of claim would assert a class period of March 16, 2006 through September 16, 2008 and would allege that during this period defendants made false and misleading statements and omissions in quarterly and annual reports and during oral presentations in violation of the Ontario Securities Act.

    On April 17, 2009, defendants filed a motion record in support of their motion to stay or dismiss for lack of jurisdiction and forum non conveniens. On July 12, 2010, the Court adjourned a hearing on the motion pending a decision by the Supreme Court of Canada in a pair of actions captioned Club Resorts Ltd. v. Van Breda 2012 SCC 17 (Van Breda). On April 18, 2012, the Supreme Court of Canada clarified the standard for determining jurisdiction over foreign and out-of-province defendants, such as AIG, by holding that a defendant must have some form of "actual," as opposed to a merely "virtual," presence in order to be deemed to be "doing business" in the jurisdiction. The Supreme Court of Canada also suggested that in future cases, defendants may contest jurisdiction even when they are found to be doing business in a Canadian jurisdiction if their business activities in the jurisdiction are unrelated to the subject matter of the litigation. The matter has been stayed pending further developments in the Consolidated 2008 Securities Litigation.

    In plaintiff's proposed statement of claim, plaintiff alleged general and special damages of $500 million and punitive damages of $50 million plus prejudgment interest or such other sums as the Court finds appropriate. As of August 2, 2012 the Court has not determined whether it has jurisdiction or granted plaintiff's application to file a statement of claim, no merits discovery has occurred and the action has been stayed. As a result, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation.

Starr International Litigation

    On November 21, 2011, Starr International Company, Inc. (SICO) filed a complaint against the United States in the United States Court of Federal Claims, bringing claims, both individually and on behalf of all others similarly situated and derivatively on behalf of AIG (the Starr Treasury Action). The complaint challenges the government's assistance of AIG, pursuant to which AIG entered into the FRBNY Credit Facility and the United States received an approximately 80 percent ownership in AIG. The complaint alleges that the interest rate imposed on AIG and the appropriation of approximately 80 percent of AIG's equity was discriminatory, unprecedented, and inconsistent with liquidity assistance offered by the government to other comparable firms at the time and violated the Equal Protection, Due Process, and Takings Clauses of the U.S. Constitution.

    On November 21, 2011, SICO also filed a second complaint in the Southern District of New York against the FRBNY bringing claims, both individually and on behalf of all others similarly situated and derivatively on behalf of AIG. This complaint also challenges the government's assistance of AIG, pursuant to which AIG entered into the FRBNY Credit Facility and the United States received an approximately 80 percent ownership in AIG. The

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complaint alleges that the FRBNY owed fiduciary duties to AIG as a controlling shareholder of AIG, and that the FRBNY breached these fiduciary duties by "divert[ing] the rights and assets of AIG and its shareholders to itself and favored third parties" through transactions involving ML III, an entity controlled by the FRBNY, and by "participating in, and causing AIG's officers and directors to participate in, the evasion of AIG's existing Common Stock shareholders' right to approve the massive issuance of the new Common Shares required to complete the government's taking of a nearly 80 percent interest in the Common Stock of AIG." SICO also alleges that the "FRBNY has asserted that in exercising its control over, and acting on behalf of, AIG it did not act in an official, governmental capacity or at the direction of the United States," but that "[t]o the extent the proof at or prior to trial shows that the FRBNY did in fact act in a governmental capacity, or at the direction of the United States, the improper conduct . . . constitutes the discriminatory takings of the property and property rights of AIG without due process or just compensation."

    On January 31, 2012 and February 1, 2012, amended complaints were filed in the Court of Federal Claims and the Southern District of New York, respectively. On March 1, 2012, the United States filed a motion to dismiss the amended complaint in the Court of Federal Claims. On April 2, 2012, the FRBNY filed its motion to dismiss the amended complaint in the Southern District of New York. On July 2, 2012, the Court of Federal Claims issued an opinion largely denying the United States' motion to dismiss and allowing most of SICO's claims to proceed. The United States filed an answer on July 30, 2012. AIG's response or answer to SICO's amended complaint in the Court of Federal Claims is currently due on August 20, 2012.

    In both of the actions commenced by SICO, the only claims naming AIG as a party are derivative claims on behalf of AIG. The United States has alleged, as an affirmative defense in its answer, that AIG is obligated to indemnify the FRBNY and its representatives, including the Federal Reserve Board of Governors and the United States (as the FRBNY's principal), for any recovery in the Court of Federal Claims action, and seeks a contingent offset or recoupment for the value of net operating loss benefits the United States alleges that AIG received as a result of the government's assistance to AIG. The FRBNY has also requested indemnification under the FRBNY Credit Facility from AIG in connection with the action against it and AIG is discussing the request and its scope with the FRBNY.

Other Litigation Related to AIGFP

    On September 30, 2009, Brookfield Asset Management, Inc. and Brysons International, Ltd. (together, Brookfield) filed a complaint against AIG and AIGFP in the Southern District of New York. Brookfield seeks a declaration that a 1990 interest rate swap agreement between Brookfield and AIGFP (guaranteed by AIG) terminated upon the occurrence of certain alleged events that Brookfield contends constituted defaults under the swap agreement's standard "bankruptcy" default provision. Brookfield claims that it is excused from all future payment obligations under the swap agreement on the basis of the purported termination. At June 30, 2012, the estimated present value of expected future cash flows discounted at LIBOR was $1.5 billion, which represents AIG's maximum contractual loss from the alleged termination of the contract. It is AIG's position that no termination event has occurred and that the swap agreement remains in effect. A determination that a termination event has occurred could result in AIG losing its entitlement to all future payments under the swap agreement and result in a loss to AIG of the full value at which AIG is carrying the swap agreement.

    Additionally, a determination that AIG triggered a "bankruptcy" event of default under the swap agreement could also, depending on the Court's precise holding, affect other AIG or AIGFP agreements that contain the same or similar default provisions. Such a determination could also affect derivative agreements or other contracts between third parties, such as credit default swaps under which AIG is a reference credit, which could affect the trading price of AIG securities. During the third quarter of 2011, beneficiaries of certain previously repaid AIGFP guaranteed investment agreements brought an action against AIG Parent and AIGFP making "bankruptcy" event of default allegations similar to those made by Brookfield.

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Securities Lending Dispute with Transatlantic Holdings Inc.

    On May 24, 2010, Transatlantic Holdings, Inc. (Transatlantic) and two of its subsidiaries, Transatlantic Reinsurance Company and Trans Re Zurich Reinsurance Company Ltd. (collectively, Claimants), commenced an arbitration proceeding before the American Arbitration Association in New York against AIG and two of its subsidiaries (the AIG Respondents). Claimants allege breach of contract, breach of fiduciary duty, and common law fraud in connection with certain securities lending agency agreements between AIG's subsidiaries and Claimants. Claimants allege that AIG and its subsidiaries should be liable for the losses that Claimants purport to have suffered in connection with securities lending and investment activities, and seek damages of $350 million and other unspecified damages.

    On January 26, 2012, AIG Respondents and Claimants reached a binding agreement to terminate the arbitration proceedings and to dismiss all claims between the parties without any admission of liability by any of the parties. Pursuant to the agreement, if the parties did not reach a consensual resolution of all claims, the mediator would hold informal hearings and determine the amount of the settlement payment to Transatlantic with respect to the securities lending claims within a range of $45 million to $125 million. Because the parties did not reach a consensual resolution of all claims and outstanding business issues, on July 20, 2012 the mediator determined the amount of the settlement payment to Transatlantic to be $75 million. AIG has fully reserved for this settlement.

Employment Litigation against AIG and AIG Global Real Estate Investment Corporation

    Fitzpatrick matter.    On December 9, 2009, AIG Global Real Estate Investment Corporation's (AIGGRE) former President, Kevin P. Fitzpatrick, several entities he controls, and various other single purpose entities (the SPEs) filed a complaint in the Supreme Court of the State of New York, New York County against AIG and AIGGRE (the Defendants). The case was removed to the Southern District of New York, and an amended complaint was filed on March 8, 2010. The amended complaint asserts that the Defendants violated fiduciary duties to Fitzpatrick and his controlled entities and breached Fitzpatrick's employment agreement and agreements of SPEs that purportedly entitled him to carried interest fees arising out of the sale or disposition of certain real estate. Fitzpatrick has also brought derivative claims on behalf of the SPEs, purporting to allege that the Defendants breached contractual and fiduciary duties in failing to fund the SPEs with various amounts allegedly due under the SPE agreements. Fitzpatrick has also requested injunctive relief, an accounting, and that a receiver be appointed to manage the affairs of the SPEs. He has further alleged that the SPEs are subject to a constructive trust. Fitzpatrick also has alleged a violation of ERISA relating to retirement benefits purportedly due. Fitzpatrick has claimed that he is currently owed damages totaling approximately $196 million, and that potential future amounts owed to him are approximately $78 million, for a total of approximately $274 million. Fitzpatrick further claims unspecified amounts of carried interest on certain additional real estate assets of AIG and its affiliates. He also seeks punitive damages for the alleged breaches of fiduciary duties. Defendants assert that Fitzpatrick has been paid all amounts currently due and owing pursuant to the various agreements through which he seeks recovery. As set forth above, the possible range of loss to AIG is $0 to $274 million, although Fitzpatrick claims that he is also entitled to additional unspecified amounts of carried interest and punitive damages.

    Behm matter.    Frank Behm, former President of AIG Global Real Estate Asia Pacific, Inc. (AIGGREAP), has filed two actions in connection with the termination of his employment. Behm filed an action on or about October 1, 2010 in Delaware Superior Court in which he asserts claims of breach of implied covenant of good faith and fair dealing for termination in violation of public policy, deprivation of compensation, and breach of contract. Additionally, on or about March 29, 2011, Behm filed an arbitration proceeding before the American Arbitration Association alleging wrongful termination, in which he seeks the payment of carried interest or "promote" distributed through the SPEs, based on the sales of certain real estate assets. Behm also contends that he is entitled to promote as a third-party beneficiary of Kevin Fitzpatrick's employment agreement, which, Behm claims, defines broadly a class of individuals, allegedly including himself, who, with the approval of AIG's former

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Chief Investment Officer, became eligible to receive promote payments. Behm is now claiming approximately $67 million in carried interest. Multiple AIG entities (the AIG Entities) are named as parties in each of the Behm matters. The AIG Entities have filed a counterclaim in the Delaware case, contending that Behm owes them approximately $3.6 million (before pre-judgment interest) in tax equalization payments made by the AIG Entities on Behm's behalf.

    Both matters filed by Behm are premised on the same key allegations. Behm claims that the AIG Entities wrongfully terminated him from AIGGREAP in an effort to silence him for voicing opposition to allegedly improper practices concerning the amount of AIG reserves for carried interest that Behm contends is due to him and others. The AIG Entities contend that their reserves are appropriate, as Behm's claims for additional carried interest are without merit. Behm claims that, when he refused to accede to the AIG Entities' position as to the amount of carried interest due, he was targeted for investigation and subsequently terminated, purportedly for providing confidential AIG information to a competitor, and its executive search firm. Behm argues that he did not disclose any confidential information; instead, he met with several of the competitor's representatives in order to foster interest in purchasing AIGGREAP.

    As set forth above, the possible range of loss to AIG is $0 to $67 million, although Behm claims that he is also entitled to additional unspecified amounts of carried interest and punitive damages.

False Claims Act Complaint

    On February 25, 2010, a complaint was filed in the United States District Court for the Southern District of California by two individuals (Relators) seeking to assert claims on behalf of the United States against AIG and certain other defendants, including Goldman Sachs and Deutsche Bank, under the False Claims Act. Relators filed a First Amended Complaint on September 30, 2010, adding certain additional defendants, including Bank of America and Société Générale. The amended complaint alleges that defendants engaged in fraudulent business practices in respect of their activities in the over-the-counter market for collateralized debt obligations, and submitted false claims to the United States in connection with the FRBNY Credit Facility and the ML II and ML III entities (the Maiden Lane Interests) through, among other things, misrepresenting AIG's ability and intent to repay amounts drawn on the FRBNY Credit Facility, and misrepresenting the value of the securities that the Maiden Lane Interests acquired from AIG and certain of its counterparties. The complaint seeks unspecified damages pursuant to the False Claims Act in the amount of three times the damages allegedly sustained by the United States as well as interest, attorneys' fees, costs and expenses. The complaint and amended complaints were initially filed and maintained under seal while the United States considered whether to intervene in the action. On or about April 28, 2011, after the United States declined to intervene, the District Court lifted the seal, and Relators served the amended complaint on AIG on July 11, 2011. The Relators have not specified in their amended complaint an amount of alleged damages. As a result, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation.

2006 Regulatory Settlements and Related Regulatory Matters

    2006 Regulatory Settlements.    In February 2006, AIG reached a resolution of claims and matters under investigation with the United States Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the Office of the New York Attorney General (NYAG) and the New York State Department of Insurance (DOI). The settlements resolved investigations conducted by the SEC, NYAG and DOI in connection with the accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers' compensation premium taxes and other assessments. These settlements did not, however, resolve investigations by regulators from other states into insurance brokerage practices related to contingent commissions and other broker-related conduct, such as alleged bid rigging. Nor did the settlements resolve any obligations that AIG may have to state guarantee funds in connection with any of these matters.

    As a result of these settlements, AIG made payments or placed amounts in escrow in 2006 totaling approximately $1.64 billion, $225 million of which represented fines and penalties.

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    In addition to the escrowed funds, $800 million was deposited into, and subsequently disbursed by, a fund under the supervision of the SEC, to resolve claims asserted against AIG by investors, including the securities class action and shareholder lawsuits described below.

    A portion of the total $1.64 billion originally placed in escrow was designated to satisfy certain regulatory and litigation liabilities related to workers' compensation premium reporting issues. The original workers' compensation escrow amount was approximately $338 million and was placed in an account established as part of the 2006 New York regulatory settlement and referred to as the Workers' Compensation Fund. Additional money was placed into escrow accounts as a result of subsequent litigation and regulatory settlements bringing the total workers' compensation escrow amount to approximately $597 million. Approximately $147 million has been released from the workers' compensation escrow accounts in satisfaction of fines, penalties and premium tax obligations, which occurred as a result of the regulatory settlement relating to workers' compensation premium reporting issues being deemed final and effective on May 29, 2012, as further described below. Following this disbursement, approximately $450 million remains in escrow and is specifically designated to satisfy class action liabilities related to workers' compensation premium reporting issues. This amount is included in Other assets at June 30, 2012.

    On February 1, 2012, AIG was informed by the SEC that AIG had complied with the terms of the settlement order under which AIG had agreed to retain an independent consultant, and as of that date, was no longer subject to such order.

    NAIC Examination of Workers' Compensation Premium Reporting.    During 2006, the Settlement Review Working Group of the National Association of Insurance Commissioners (NAIC), under the direction of the States of Indiana, Minnesota and Rhode Island, began an investigation into AIG's reporting of workers' compensation premiums. In late 2007, the Settlement Review Working Group recommended that a multi-state targeted market conduct examination focusing on workers' compensation insurance be commenced under the direction of the NAIC's Market Analysis Working Group. AIG was informed of the multi-state targeted market conduct examination in January 2008. The lead states in the multi-state examination are Delaware, Florida, Indiana, Massachusetts, Minnesota, New York, Pennsylvania, and Rhode Island. All other states (and the District of Columbia) have agreed to participate in the multi-state examination. The examination focused on legacy issues related to AIG's writing and reporting of workers' compensation insurance prior to 1996 and current compliance with legal requirements applicable to such business.

    On December 17, 2010, AIG and the lead states reached an agreement to settle all regulatory liabilities arising out of the subjects of the multistate examination. The regulatory settlement agreement, which has been agreed to by all 50 states and the District of Columbia, includes, among other terms: (i) AIG's payment of $100 million in regulatory fines and penalties; (ii) AIG's payment of $46.5 million in outstanding premium taxes; (iii) AIG's agreement to enter into a compliance plan describing agreed-upon specific steps and standards for evaluating AIG's ongoing compliance with state regulations governing the setting of workers' compensation insurance premium rates and the reporting of workers' compensation premiums; and (iv) AIG's agreement to pay up to $150 million in contingent fines in the event that AIG fails to comply substantially with the compliance plan requirements. The approximately $147 million in fines, penalties and premium taxes have been funded out of the $338 million originally held in the Workers' Compensation Fund and placed into an escrow account pursuant to the terms of the regulatory settlement agreement. The regulatory settlement originally was contingent upon, among other events, a settlement being reached and consummated between AIG and certain state insurance guaranty funds that may have asserted claims against AIG for underpayment of guaranty fund assessments. On May 29, 2012, AIG finalized a $25 million settlement with the state insurance guaranty associations, which was paid in mid-July, 2012 from amounts previously accrued by AIG. The regulatory settlement agreement was deemed final and effective on May 29, 2012. As a result, approximately $147 million in fines, penalties and premium taxes were disbursed during the quarter from the escrow to the regulatory settlement recipients pursuant to the terms of the associated escrow agreement.

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Litigation Related to the Matters Underlying the 2006 Regulatory Settlements

    AIG and certain present and former directors and officers of AIG have been named in various actions related to the matters underlying the 2006 Regulatory Settlements. These actions are described below.

    The Consolidated 2004 Securities Litigation.    Beginning in October 2004, a number of putative securities fraud class action suits were filed in the Southern District of New York against AIG and consolidated as In re American International Group, Inc. Securities Litigation (the Consolidated 2004 Securities Litigation). Subsequently, a separate, though similar, securities fraud action was also brought against AIG by certain Florida pension funds. The lead plaintiff in the Consolidated 2004 Securities Litigation is a group of public retirement systems and pension funds benefiting Ohio state employees, suing on behalf of themselves and all purchasers of AIG's publicly traded securities between October 28, 1999 and April 1, 2005. The named defendants are AIG and a number of present and former AIG officers and directors, as well as C.V. Starr & Co., Inc. (Starr), SICO, General Reinsurance Corporation (General Re), and PwC, among others. The lead plaintiff alleges, among other things, that AIG: (i) concealed that it engaged in anti-competitive conduct through alleged payment of contingent commissions to brokers and participation in illegal bid-rigging; (ii) concealed that it used "income smoothing" products and other techniques to inflate its earnings; (iii) concealed that it marketed and sold "income smoothing" insurance products to other companies; and (iv) misled investors about the scope of government investigations. In addition, the lead plaintiff alleges that Maurice R. Greenberg, AIG's former Chief Executive Officer, manipulated AIG's stock price. The lead plaintiff asserts claims for violations of Sections 11 and 15 of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Sections 20(a) and Section 20A of the Exchange Act.

    On July 14, 2010, AIG approved the terms of a settlement (the Settlement) with lead plaintiffs. The Settlement is conditioned on, among other things, court approval and a minimum level of shareholder participation. Under the terms of the Settlement, if consummated, AIG would pay an aggregate of $725 million. Only two shareholders objected to the Settlement, and 25 shareholders claiming to hold less than 1.5 percent of AIG's outstanding shares at the end of the class period submitted timely and valid requests to opt out of the class. Of those 25 shareholders, seven are investment funds controlled by the same investment group, and that investment group is the only opt-out who held more than 1,000 shares at the end of the class period. By order dated February 2, 2012, the District Court granted lead plaintiffs' motion for final approval of the Settlement. AIG has fully funded the amount of the Settlement into an escrow account.

    On January 23, 2012, AIG and the Florida pension funds, who had brought a separate securities fraud action, executed a settlement agreement under which AIG paid $4 million.

    On February 17, 2012 and March 6, 2012, two objectors appealed the final approval of the Settlement. The settlement with the Florida pension funds can be terminated by AIG if either of the objectors' appeals is successful.

    The Multi-District Litigation.    Commencing in 2004, policyholders brought multiple federal antitrust and Racketeer Influenced and Corrupt Organizations Act (RICO) class actions in jurisdictions across the nation against insurers and brokers, including AIG and a number of its subsidiaries, alleging that the insurers and brokers engaged in one or more broad conspiracies to allocate customers, steer business, and rig bids. These actions, including 24 complaints filed in different federal courts naming AIG or an AIG subsidiary as a defendant, were consolidated by the judicial panel on multi-district litigation and transferred to the United States District Court for the District of New Jersey (District of New Jersey) for coordinated pretrial proceedings. The consolidated actions have proceeded in that Court in two parallel actions, In re Insurance Brokerage Antitrust Litigation (the Commercial Complaint) and In re Employee Benefits Insurance Brokerage Antitrust Litigation (the Employee Benefits Complaint, and, together with the Commercial Complaint, the Multi-District Litigation).

    The plaintiffs in the Commercial Complaint are a group of corporations, individuals and public entities that contracted with the broker defendants for the provision of insurance brokerage services for a variety of insurance

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needs. The broker defendants are alleged to have placed insurance coverage on the plaintiffs' behalf with a number of insurance companies named as defendants, including AIG subsidiaries. The Commercial Complaint also named various brokers and other insurers as defendants (three of which have since settled). The Commercial Complaint alleges that defendants engaged in a number of overlapping "broker-centered" conspiracies to allocate customers through the payment of contingent commissions to brokers and through purported "bid-rigging" practices. It also alleges that the insurer and broker defendants participated in a "global" conspiracy not to disclose to policyholders the payment of contingent commissions. Plaintiffs assert that the defendants violated the Sherman Antitrust Act, RICO, and the antitrust laws of 48 states and the District of Columbia, and are liable under common law breach of fiduciary duty and unjust enrichment theories. Plaintiffs seek treble damages plus interest and attorneys' fees as a result of the alleged RICO and Sherman Antitrust Act violations.

    The plaintiffs in the Employee Benefits Complaint are a group of individual employees and corporate and municipal employers alleging claims on behalf of two separate nationwide purported classes: an employee class and an employer class that acquired insurance products from the defendants from January 1, 1998 to December 31, 2004. The Employee Benefits Complaint names AIG, as well as various other brokers and insurers, as defendants. The activities alleged in the Employee Benefits Complaint, with certain exceptions, track the allegations of customer allocation through steering and bid-rigging made in the Commercial Complaint.

    On August 16, 2010, the Third Circuit affirmed the dismissal of the Employee Benefits Complaint in its entirety, affirmed in part and vacated in part the District Court's dismissal of the Commercial Complaint, and remanded the case for further proceedings consistent with the opinion. On March 30, 2012, the District Court granted final approval of a settlement between AIG and certain other defendants on the one hand, and class plaintiffs on the other, which settled the claims asserted against those defendants in the Commercial Complaint. If that settlement becomes final, AIG will pay approximately $7 million of a total aggregate settlement amount of approximately $37 million. On April 27, 2012, notices of appeal of the District Court order granting final approval were filed.

    A number of complaints making allegations similar to those in the Multi-District Litigation have been filed against AIG and other defendants in state and federal courts around the country. The defendants have thus far been successful in having the federal actions transferred to the District of New Jersey and consolidated into the Multi-District Litigation. These additional consolidated actions are still pending in the District of New Jersey. In one of those consolidated actions, Palm Tree Computer Systems, Inc. v. Ace USA (Palm Tree), which is brought by two named plaintiffs on behalf of a proposed class of insurance purchasers, the plaintiffs allege specifically with respect to their claim for breach of fiduciary duty against the insurer defendants that neither named plaintiff nor any member of the proposed class suffered damages "exceeding $74,999 each." Plaintiffs do not specify damages as to other claims against the insurer defendants in the complaint. The plaintiffs in Palm Tree have not yet sought certification of the class. On July 30, 2012, the plaintiffs dismissed their claims without prejudice, pending their appeal of the decision granting final approval of the class action settlement, discussed above. Because discovery has not been completed and the District Court has not determined if a class action is appropriate or the size or scope of any class, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the Palm Tree litigation. In another consolidated action, The Heritage Corp. of South Florida v. National Union Fire Ins. Co. (Heritage), an individual plaintiff alleges damages "in excess of $75,000." Because discovery has not been completed and a precise amount of damages has not been specified, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the Heritage litigation. For the remaining consolidated actions, as of February, 2012, plaintiffs have not formally specified an amount of alleged damages arising from these actions. AIG is therefore unable to reasonably estimate the possible loss or range of losses, if any, arising from these matters.

    The AIG defendants have also sought to have state court actions making similar allegations stayed pending resolution of the Multi-District Litigation proceeding. These efforts have generally been successful, although four cases have proceeded; one each in Florida and New Jersey state courts that have settled, and one each in Texas and Kansas state courts have proceeded (although discovery is stayed in both actions). In the Texas action, plaintiff filed its Fourth Amended Petition on July 13, 2009 and on August 14, 2009, defendants filed renewed

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special exceptions. Plaintiff in the Texas action alleges a "maximum" of $125 million in total damages (after trebling). Because the Court has not rendered a decision on defendants' renewed special exceptions and discovery has not been completed, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the Texas action. In the Kansas action, defendants are appealing to the Kansas Supreme Court the trial court's denial of defendants' motion to dismiss on statute of limitations grounds. In the Kansas action, the plaintiff alleges damages in an amount "greater than $75,000" for each of the three claims directed against AIG in the complaint. Because the Kansas Supreme Court has not decided the appeal of the trial court's denial of defendants' motion to dismiss, a precise amount of damages has not been formally specified and discovery has not been completed, AIG is unable to reasonably estimate the possible loss or range of losses, if any, from the Kansas action.

    Workers' Compensation Premium Reporting.    On May 24, 2007, the National Council on Compensation Insurance (NCCI), on behalf of the participating members of the National Workers' Compensation Reinsurance Pool (the NWCRP), filed a lawsuit in the United States District Court for the Northern District of Illinois (Northern District of Illinois) against AIG with respect to the underpayment by AIG of its residual market assessments for workers' compensation insurance. The complaint alleged claims for violations of RICO, breach of contract, fraud and related state law claims arising out of AIG's alleged underpayment of these assessments between 1970 and the present and sought damages purportedly in excess of $1 billion.

    On April 1, 2009, Safeco Insurance Company of America (Safeco) and Ohio Casualty Insurance Company (Ohio Casualty) filed a complaint in the Northern District of Illinois, on behalf of a purported class of all NWCRP participant members, against AIG and certain of its subsidiaries with respect to the underpayment by AIG of its residual market assessments for workers' compensation insurance. The complaint was styled as an "alternative complaint," should the Court grant AIG's motion to dismiss the NCCI lawsuit for lack of subject-matter jurisdiction, which motion to dismiss was ultimately granted on August 23, 2009. The allegations in the class action complaint are substantially similar to those filed by the NWCRP.

    On February 28, 2012, the Court entered a final order and judgment approving a class action settlement between AIG and a group of intervening plaintiffs, made up of seven participating members of the NWCRP, which would require AIG to pay $450 million to satisfy all liabilities to the class members arising out of the workers' compensation premium reporting issues, a portion of which would be funded out of the remaining amount held in the Workers' Compensation Fund less any amounts previously withdrawn to satisfy AIG's regulatory settlement obligations, as addressed above. Liberty Mutual filed papers in opposition to approval of the proposed settlement and in opposition to certification of a settlement class, in which it alleged AIG's actual exposure, should the class action continue through judgment, to be in excess of $3 billion. AIG disputes this allegation. Liberty Mutual, Safeco and Ohio Casualty subsequently appealed the Court's final order and judgment to the United States Court of Appeals for the Seventh Circuit, and that appeal is still pending.

    The $450 million settlement amount, which is currently held in escrow pending final resolution of the class-action settlement, was funded in part from the approximately $191 million remaining in the Workers' Compensation Fund, after the transfer of approximately $147 million in fines, penalties, and premium taxes discussed in the NAIC Examination of Workers' Compensation Premium Reporting matter above into a separate escrow account pursuant to the regulatory settlement agreement. In the event that the proposed class action settlement is not approved, the litigation will resume. As of June 30, 2012, AIG has an accrued liability equal to the amounts payable under the settlement.

Litigation Matters Relating to AIG's Insurance Operations

    Caremark.    AIG and certain of its subsidiaries have been named defendants in two putative class actions in state court in Alabama that arise out of the 1999 settlement of class and derivative litigation involving Caremark Rx, Inc. (Caremark). The plaintiffs in the second-filed action intervened in the first-filed action, and the second-filed action was dismissed. An excess policy issued by a subsidiary of AIG with respect to the 1999 litigation was

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expressly stated to be without limit of liability. In the current actions, plaintiffs allege that the judge approving the 1999 settlement was misled as to the extent of available insurance coverage and would not have approved the settlement had he known of the existence and/or unlimited nature of the excess policy. They further allege that AIG, its subsidiaries, and Caremark are liable for fraud and suppression for misrepresenting and/or concealing the nature and extent of coverage. In addition, the intervenors originally alleged that various lawyers and law firms who represented parties in the underlying class and derivative litigation (the Lawyer Defendants) were also liable for fraud and suppression, misrepresentation, and breach of fiduciary duty.

    The complaints filed by the plaintiffs and the intervenors request compensatory damages for the 1999 class in the amount of $3.2 billion, plus punitive damages. AIG and its subsidiaries deny the allegations of fraud and suppression, assert that information concerning the excess policy was publicly disclosed months prior to the approval of the settlement, that the claims are barred by the statute of limitations, and that the statute cannot be tolled in light of the public disclosure of the excess coverage. The plaintiffs and intervenors, in turn, have asserted that the disclosure was insufficient to inform them of the nature of the coverage and did not start the running of the statute of limitations.

    Class discovery has been completed, and the trial court held a full evidentiary hearing on plaintiffs' motion for class certification in late May and early June 2012. As of August 2, 2012, the trial court had not yet ruled on that motion, general discovery has not commenced and AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation.

Regulatory Matters

    AIG's life insurance companies have received industry-wide regulatory inquiries, including a multi-state audit and market conduct examination covering compliance with unclaimed property laws and a directive from the New York Insurance Department (the New York Directive) regarding claims settlement practices and other related state regulatory inquiries. In particular, the above referenced multi-state audit and market conduct examination seeks to require insurers to use the Social Security Death Master File (SSDMF) to identify potential deceased insureds, notwithstanding that the beneficiary or other payee has not presented the company with a valid claim, to determine whether a claim is payable and to take appropriate action. The multi-state audit and market conduct examination covers certain policies in force at any time since 1992. The New York Directive generally requires a similar review and action although the time frame under review is different.

    AIG recorded an increase of $202 million in the estimated reserves for incurred but not reported death claims in 2011 in conjunction with the use of the SSDMF to identify potential claims not yet presented. Although AIG has enhanced its claims practices to include use of the SSDMF, it is possible that the inquiries, audits and other regulatory activity could result in the payment of additional death claims, additional escheatment of funds deemed abandoned under state laws, administrative penalties and interest. AIG believes it has adequately reserved for such claims, but there can be no assurance that the ultimate cost will not vary, perhaps materially, from its estimate. Additionally, state regulators are considering a variety of proposals that would require life insurance companies to take additional steps to identify unreported deceased policy holders.

    The National Association of Insurance Commissioners Market Analysis Working Group, led by the states of Ohio and Iowa, is conducting a multi-state examination of certain accident and health products, including travel products, issued by National Union Fire Insurance Company of Pittsburgh, Pa. (National Union). The examination formally commenced in September 2010 after National Union, based on the identification of certain regulatory issues related to the conduct of its accident and health insurance business, including rate and form issues, producer licensing and appointment, and vendor management, requested that state regulators collectively conduct an examination of the regulatory issues in its accident and health business. In addition to Ohio and Iowa, the lead states in the multi-state examination are Minnesota, New Jersey and Pennsylvania, and currently a total of 39 states have agreed to participate in the multi-state examination. As part of the multi-state examination, the following Interim Consent Orders were entered into with Ohio: (a) on January 7, 2011, in which National Union

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agreed, on a nationwide basis, to cease marketing directly to individual bank customers accident/sickness policy forms that had been approved to be sold only as policies providing blanket coverage, and to certain related remediation and audit procedures and (b) on February 14, 2012, in which National Union agreed, on a nationwide basis, to limit outbound telemarketing to certain forms and rates. A Consent Order was entered into with Minnesota on February 10, 2012, in which National Union and Travel Guard Group Inc., an AIG subsidiary, agreed to (i) cease automatically enrolling Minnesota residents in certain insurance relating to air travel, (ii) pay a civil penalty to Minnesota of $250,000 and (iii) refund premium to Minnesota residents who were automatically enrolled in certain insurance relating to air travel. In early 2012, Chartis Inc., on behalf of itself, National Union, and certain of Chartis Inc.'s insurance companies (collectively, the Chartis parties) and the lead regulators agreed in principle upon certain terms to resolve the multi-state examination. The terms include (i) payment of a civil penalty of up to $51 million, (ii) agreement to enter into a corrective action plan describing agreed-upon specific steps and standards for evaluating the Chartis parties' ongoing compliance with laws and regulations governing the regulatory issues identified in the examination, and (iii) agreement to pay a contingent fine in the event that the Chartis parties fail to substantially comply with the steps and standards agreed to in the corrective action plan. As of June 30, 2012, AIG has an accrued liability equal to the amount of the civil penalty under the proposed agreement. As the terms outlined above are subject to agreement by the lead and participating states and appropriate agreements or orders, AIG (i) can give no assurance that these terms will not change prior to a final resolution of the multi-state examination that is binding on all parties and (ii) cannot predict what other regulatory action, if any, will result from resolving the multi-state examination. There can be no assurance that any regulatory action resulting from the issues identified will not have a material adverse effect on AIG's consolidated results of operations for an individual reporting period, the ongoing operations of the business being examined, or on similar business written by other AIG carriers. National Union and other AIG companies are also currently subject to civil litigation relating to the conduct of their accident and health business, and may be subject to additional litigation relating to the conduct of such business from time to time in the ordinary course.

    Industry-wide examinations conducted by the Minnesota Department of Insurance and the Department of Housing and Urban Development (HUD) on captive reinsurance practices by lenders and mortgage insurance companies, including UGC, have been ongoing for several years. Recently, the newly formed Consumer Financial Protection Bureau ("CFPB") assumed responsibility for violations of the Real Estate Settlement Procedures Act from HUD, and assumed HUD's aforementioned ongoing investigation. In June 2012, the CFPB issued a Civil Investigative Demand ("CID") to UGC and other mortgage insurance companies, requesting the production of documents and answers to written questions. On July 24, 2012, the CFPB issued a letter to UGC agreeing to toll the deadlines associated with the CID pending discussions that could resolve the investigation. UGC has received a proposed consent order from the Minnesota Commissioner of Commerce (the MN Commissioner) which alleges that UGC violated the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act and other state and federal laws in connection with its practices with captive reinsurance companies owned by lenders. UGC is currently engaged in discussions with the MN Commissioner with respect to the terms of the proposed consent order. UGC cannot predict if or when a consent order may be entered into or, if entered into, what the terms of the final consent order will be. UGC is also currently subject to civil litigation relating to its placement of reinsurance with captives owned by lenders, and may be subject to additional litigation relating to the conduct of such business from time to time in the ordinary course.


(B) COMMITMENTS

Flight Equipment

    At June 30, 2012, ILFC had committed to purchase 242 new aircraft, including 14 aircraft through sale-leaseback transactions with airlines, 7 used aircraft, and 9 new spare engines deliverable from 2012 through 2019, with aggregate estimated total remaining payments of approximately $18.5 billion. ILFC also has the right to purchase an additional 50 Airbus A320neo family narrowbody aircraft. ILFC will be required to find lessees for any aircraft acquired and to arrange financing for a substantial portion of the purchase price.

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Other Commitments

    In the normal course of business, AIG enters into commitments to invest in limited partnerships, private equities, hedge funds and mutual funds and to purchase and develop real estate in the U.S. and abroad. These commitments totaled $2.5 billion at June 30, 2012.


(C) CONTINGENCIES

Liability for unpaid claims and claims adjustment expense

    Although AIG regularly reviews the adequacy of the established Liability for unpaid claims and claims adjustment expense, there can be no assurance that AIG's loss reserves will not develop adversely and have a material adverse effect on its results of operations. Estimation of ultimate net losses, loss expenses and loss reserves is a complex process for long-tail casualty lines of business, which include general liability, commercial automobile liability, workers' compensation, excess casualty and crisis management coverages, insurance and risk management programs for large corporate customers and other customized structured insurance products, as well as excess and umbrella liability, directors and officers and products liability. Generally, actual historical loss development factors are used to project future loss development. However, there can be no assurance that future loss development patterns will be the same as in the past. Moreover, any deviation in loss cost trends or in loss development factors might not be discernible for an extended period of time subsequent to the recording of the initial loss reserve estimates for any accident year. There is the potential for reserves with respect to a number of years to be significantly affected by changes in loss cost trends or loss development factors that were relied upon in setting the reserves. These changes in loss cost trends or loss development factors could be attributable to changes in economic conditions in the United States and abroad, changes in the legal, regulatory, judicial and social environment, changes in medical cost trends (inflation, intensity and utilization of medical services), underlying policy pricing, terms and conditions, and claims handling practices.


(D) GUARANTEES

Subsidiaries

    AIG has issued unconditional guarantees with respect to the prompt payment, when due, of all present and future payment obligations and liabilities of AIGFP arising from transactions entered into by AIGFP.

    In connection with AIGFP's leasing business, AIGFP has issued, in a limited number of transactions, standby letters of credit or similar facilities to equity investors in an amount equal to the termination value owing to the equity investor by the lessee in the event of a lessee default (the equity termination value). The total amount outstanding at June 30, 2012 was $322 million. In those transactions, AIGFP has agreed to pay such amount if the lessee fails to pay. The amount payable by AIGFP is, in certain cases, partially offset by amounts payable under other instruments typically equal to the present value of a scheduled payment to be made by AIGFP. In the event that AIGFP is required to make a payment to the equity investor, the lessee is unconditionally obligated to reimburse AIGFP. To the extent that the equity investor is paid the equity termination value from the standby letter of credit and/or other sources, including payments by the lessee, AIGFP takes an assignment of the equity investor's rights under the lease of the underlying property. Because the obligations of the lessee under the lease transactions are generally economically defeased, lessee bankruptcy is the most likely circumstance in which AIGFP would be required to pay.

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Asset Dispositions

General

    AIG is subject to financial guarantees and indemnity arrangements in connection with the completed sales of businesses pursuant to its asset disposition plan. The various arrangements may be triggered by, among other things, declines in asset values, the occurrence of specified business contingencies, the realization of contingent liabilities, developments in litigation or breaches of representations, warranties or covenants provided by AIG. These arrangements are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation. In some cases, the maximum potential obligation is subject to contractual limitations, while in other cases such limitations are not specified or are not applicable.

    AIG is unable to develop a reasonable estimate of the maximum potential payout under certain of these arrangements. Overall, AIG believes that it is unlikely it will have to make any material payments related to completed sales under these arrangements, and no material liabilities related to these arrangements have been recorded in the Consolidated Balance Sheet. See Note 13 herein for additional information on sales of businesses and asset dispositions.

ALICO Sale

    Pursuant to the terms of the ALICO stock purchase agreement, AIG has agreed to provide MetLife, Inc. (MetLife) with certain indemnities, the most significant of which include:

    In connection with the indemnity obligations described above, as of June 30, 2012, approximately $1.6 billion of proceeds from the sale of ALICO were on deposit in an escrow arrangement. On July 13, 2012, MetLife and AIG entered into a letter agreement which, among other things, provided that $950 million would be released to AIG on August 31, 2012 instead of November 1, 2012 as originally provided under the ALICO stock purchase agreement. The amount required to be held in escrow declines to zero in May 2013, although indemnification claims then pending will reduce the amount that can be released to AIG.

AIG Star and AIG Edison Sale

    Pursuant to the terms of the AIG Star and AIG Edison stock purchase agreement, AIG has agreed to provide Prudential Financial, Inc. with certain indemnities, the most significant of which is indemnification related to breaches of general representations and warranties that exceed 4.1 billion yen ($51.3 million at the June 30, 2012 exchange rate), with a maximum payout of 102 billion yen ($1.3 billion at the June 30, 2012 exchange rate). Except for certain specified representations and warranties that may have a longer survival period, the indemnification extends until November 1, 2012.

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Other


10. TOTAL EQUITY AND EARNINGS (LOSS) PER SHARE

SHARES OUTSTANDING

The following table presents a rollforward of outstanding shares:

   
 
  Preferred Stock    
   
   
 
 
  Common
Stock Issued

  Treasury
Stock

  Outstanding
Shares

 
 
  AIG Series E
  AIG Series F
  AIG Series C
  AIG Series G
 
   

Six Months Ended June 30, 2012

                                           

Shares, beginning of year

    -     -     -     -     1,906,568,099     (9,746,617 )   1,896,821,482  

Issuances

    -     -     -     -     44,567     625,815     670,382  

Shares repurchased

    -     -     -     -     -     (169,022,046 )   (169,022,046 )
   

Shares, end of period

    -     -     -     -     1,906,612,666     (178,142,848 )   1,728,469,818  
   

Six Months Ended June 30, 2011

                                           

Shares, beginning of year

    400,000     300,000     100,000     -     147,124,067     (6,660,908 )   140,463,159  

Issuances

    -     -     -     20,000     100,066,640     -     100,066,640  

Settlement of equity unit stock purchase contracts

    -     -     -     -     2,404,278     -     2,404,278  

Shares exchanged*

    (400,000 )   (300,000 )   (100,000 )   -     1,655,037,962     (11,678 )   1,655,026,284  

Shares cancelled

    -     -     -     (20,000 )   -     -     -  
   

Shares, end of period

    -     -     -     -     1,904,632,947     (6,672,586 )   1,897,960,361  
   
*
See Note 1 to the Consolidated Financial Statements in the 2011 Annual Report for further discussion of shares exchanged in connection with the Recapitalization.

Repurchases of Equity Securities

    In the first quarter of 2012, AIG's Board of Directors (the Board) authorized the repurchase of shares of AIG Common Stock with an aggregate purchase amount of up to $3.0 billion from time to time in the open market, private purchases, through derivative or automatic purchase contracts, or otherwise. This authorization replaced all prior AIG Common Stock repurchase authorizations.

    On March 13, 2012, the Department of the Treasury, as the selling shareholder, closed the sale of approximately 207 million shares of AIG Common Stock, at a public offering price of $29.00 per share. AIG purchased approximately 103 million shares of AIG Common Stock in the March Offering at the public offering price for an aggregate purchase amount of approximately $3.0 billion.

    On May 10, 2012, the Department of the Treasury, as the selling shareholder, closed the sale of approximately 189 million shares of AIG Common Stock, at a public offering price of $30.50 per share. In connection with the May Offering, the Board authorized the repurchase of shares of AIG Common Stock with an aggregate purchase amount of up to $2.0 billion. AIG purchased approximately 66 million shares of AIG Common Stock in the May Offering at the public offering price for an aggregate purchase amount of approximately $2.0 billion, thus utilizing the full amount of the repurchase authorization.

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Dividends

    Payment of future dividends depends on the regulatory framework that will ultimately be applicable to AIG. This framework will depend on, among other things, whether AIG is treated as either a systemically important financial institution (SIFI) or as a savings and loan holding company under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). The level of the Department of the Treasury's ownership in AIG may also affect AIG's regulatory status. In addition, dividends will be payable on AIG's Common Stock only when, as and if declared by the Board in its discretion, from funds legally available therefor. In considering whether to pay a dividend or repurchase shares of AIG Common Stock, the Board will take into account such matters as AIG's financial position, the performance of its businesses, its consolidated financial condition, results of operations and liquidity, available capital, the existence of investment opportunities, contractual, legal and regulatory restrictions on the payment of dividends by subsidiaries to AIG, rating agency considerations, including the potential effect on AIG's debt ratings, and such other factors as AIG's Board may deem relevant. AIG has not paid any cash dividends in 2011 or 2012.

    See Note 18 to the Consolidated Financial Statements in the 2011 Annual Report for a discussion of restrictions on payments of dividends by AIG subsidiaries.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents a rollforward of Accumulated other comprehensive income:

   
(in millions)
  Unrealized Appreciation
(Depreciation) of Fixed
Maturity Investments
on Which Other-Than-
Temporary Credit
Impairments Were Taken

  Unrealized
Appreciation
(Depreciation)
of All Other
Investments

  Foreign
Currency
Translation
Adjustments

  Net Derivative
Gains (Losses)
Arising from
Cash Flow
Hedging
Activities

  Change in
Retirement
Plan
Liabilities
Adjustment

  Total
 
   

Balance, December 31, 2011,
net of tax

  $ (736 ) $ 7,891   $ (1,028 ) $ (17 ) $ (957 ) $ 5,153  

Change in unrealized appreciation of investments

    1,069     3,722     -     -     -     4,791  

Change in deferred acquisition costs adjustment and other

    (7 )   (491 )   -     -     -     (498 )

Change in future policy benefits

    (31 )   (36 )   -     -     -     (67 )

Change in foreign currency translation adjustments

    -     -     (425 )   -     -     (425 )

Change in net derivative gains arising from cash flow hedging activities

    -     -     -     8     -     8  

Net actuarial gain

    -     -     -     -     70     70  

Prior service credit

    -     -     -     -     (24 )   (24 )

Deferred tax asset (liability)

    (401 )   (909 )   89     15     (14 )   (1,220 )
   

Total other comprehensive income (loss)           

    630     2,286     (336 )   23     32     2,635  

Noncontrolling interests

    -     2     (5 )   -     -     (3 )
   

Balance, June 30, 2012, net of tax

  $ (106 ) $ 10,175   $ (1,359 ) $ 6   $ (925 ) $ 7,791  
   

Balance, December 31, 2010,
net of tax

  $ (659 ) $ 8,888   $ 298   $ (34 ) $ (869 ) $ 7,624  

Cumulative effect of change in accounting principle

    -     283     (364 )   -     -     (81 )
   

Change in unrealized appreciation of investments

    559     2,267     -     -     -     2,826  

Change in deferred acquisition costs adjustment and other

    (75 )   (613 )   -     -     -     (688 )

Change in foreign currency translation adjustments

    -     -     957     -     -     957  

Change in net derivative gains arising from cash flow hedging activities

    -     -     -     31     -     31  

Net actuarial gain

    -     -     -     -     11     11  

Prior service credit

    -     -     -     -     (1 )   (1 )

Change attributable to divestitures and deconsolidations

    53     (1,129 )   (1,506 )   -     248     (2,334 )

Deferred tax asset (liability)

    (248 )   529     320     40     (109 )   532  
   

Total other comprehensive income (loss)

    289     1,054     (229 )   71     149     1,334  

Acquisition of noncontrolling interest

    -     43     62     -     (17 )   88  

Noncontrolling interests

    3     (81 )   31     -     -     (47 )
   

Balance, June 30, 2011, net of tax

  $ (373 ) $ 10,349   $ (264 ) $ 37   $ (737 ) $ 9,012  
   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the other comprehensive income (loss) reclassification adjustments for the six months ended June 30, 2012 and 2011:

   
(in millions)
  Unrealized Appreciation
(Depreciation) of Fixed
Maturity Investments
on Which Other-Than-
Temporary Credit
Impairments Were Taken

  Unrealized
Appreciation
(Depreciation)
of All Other
Investments

  Foreign
Currency
Translation
Adjustments

  Net Derivative
Gains (Losses)
Arising from
Cash Flow
Hedging
Activities

  Change in
Retirement
Plan
Liabilities
Adjustment

  Total
 
   

Three Months Ended June 30, 2012

                                     

Unrealized change arising during period

  $ 26   $ 2,149   $ (512 ) $ -   $ 4   $ 1,667  

Less: Reclassification adjustments included in net income

    (2 )   317     -     (4 )   (13 )   298  
   

Total other comprehensive income (loss), before income tax expense (benefit)

    28     1,832     (512 )   4     17     1,369  

Less: Income tax expense (benefit)

    11     527     (85 )   3     3     459  
   

Total other comprehensive income (loss), net of income tax expense (benefit)

  $ 17   $ 1,305   $ (427 ) $ 1   $ 14   $ 910  
   

Three Months Ended June 30, 2011

                                     

Unrealized change arising during period

  $ (76 ) $ 2,407   $ 308   $ (3 ) $ (19 ) $ 2,617  

Less: Reclassification adjustments included in net income

    (1 )   613     -     (16 )   (27 )   569  
   

Total other comprehensive income (loss), before income tax expense (benefit)

    (75 )   1,794     308     13     8     2,048  

Less: Income tax expense (benefit)

    32     (67 )   20     (45 )   (6 )   (66 )
   

Total other comprehensive income (loss), net of income tax expense (benefit)

  $ (107 ) $ 1,861   $ 288   $ 58   $ 14   $ 2,114  
   

Six Months Ended June 30, 2012

                                     

Unrealized change arising during period

  $ 1,027   $ 4,472   $ (425 ) $ (1 ) $ 4   $ 5,077  

Less: Reclassification adjustments included in net income

    (4 )   1,277     -     (9 )   (42 )   1,222  
   

Total other comprehensive income (loss), before income tax expense (benefit)

    1,031     3,195     (425 )   8     46     3,855  

Less: Income tax expense (benefit)

    401     909     (89 )   (15 )   14     1,220  
   

Total other comprehensive income (loss), net of income tax expense (benefit)

  $ 630   $ 2,286   $ (336 ) $ 23   $ 32   $ 2,635  
   

Six Months Ended June 30, 2011

                                     

Unrealized change arising during period

  $ 500   $ 2,503   $ 957   $ (3 ) $ (19 ) $ 3,938  

Less: Reclassification adjustments included in net income

    (37 )   1,978     1,506     (34 )   (277 )   3,136  
   

Total other comprehensive income (loss), before income tax expense (benefit)

    537     525     (549 )   31     258     802  

Less: Income tax expense (benefit)

    248     (529 )   (320 )   (40 )   109     (532 )
   

Total other comprehensive income (loss), net of income tax expense (benefit)

  $ 289   $ 1,054   $ (229 ) $ 71   $ 149   $ 1,334  
   

70            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


NONCONTROLLING INTERESTS

    During the quarter ended March 31, 2012, the remaining liquidation preference of the AIA SPV Preferred Interests was paid down in full. See Note 1 herein for a description of the transactions that provided funds to pay down the remaining liquidation preference.

The following table presents a rollforward of non-controlling interests:

   
 
  Redeemable
Noncontrolling interests
  Non-redeemable
Noncontrolling interests
 
(in millions)
  Held by Department of Treasury
  Other
  Total
  Held by FRBNY
  Other
  Total
 
   

Six Months Ended June 30, 2012

                                     

Balance, beginning of year

  $ 8,427   $ 96   $ 8,523   $ -   $ 855   $ 855  
   

Repayment to Department of the Treasury

    (8,635 )   -     (8,635 )   -     -     -  

Net contributions (distributions)

    -     23     23     -     (54 )   (54 )

Consolidation (deconsolidation)

    -     (4 )   (4 )   -     -     -  

Comprehensive income:

                                     

Net income (loss)

    208     (3 )   205     -     43     43  

Accumulated other comprehensive loss, net of tax:

                                     

Unrealized gains on investments

    -     -     -     -     2     2  

Foreign currency translation adjustments           

    -     -     -     -     (5 )   (5 )
   

Total accumulated other comprehensive loss, net of tax           

    -     -     -     -     (3 )   (3 )
   

Total comprehensive income (loss)

    208     (3 )   205     -     40     40  
   

Other

    -     -     -     -     (21 )   (21 )
   

Balance, end of period

  $ -   $ 112   $ 112   $ -   $ 820   $ 820  
   

Six Months Ended June 30, 2011

                                     

Balance, beginning of year

  $ -   $ 434   $ 434   $ 26,358   $ 1,562   $ 27,920  

Repurchase of SPV preferred interests in connection with Recapitalization           

    -     -     -     (26,432 )   -     (26,432 )

Exchange of consideration for preferred stock in connection with Recapitalization

    20,292     -     20,292     -     -     -  

Repayment to Department of the Treasury

    (9,146 )   -     (9,146 )   -     -     -  

Net distributions

    -     (21 )   (21 )   -     (74 )   (74 )

Deconsolidation

    -     (308 )   (308 )   -     (6 )   (6 )

Acquisition of noncontrolling interest

    -     -     -     -     (468 )   (468 )

Comprehensive income:

                                     

Net income

    319     6     325     74     22     96  

Accumulated other comprehensive income (loss), net of tax:           

                                     

Unrealized losses on investments

    -     -     -     -     (78 )   (78 )

Foreign currency translation adjustments           

    -     -     -     -     31     31  
   

Total accumulated other comprehensive income (loss), net of tax

    -     -     -     -     (47 )   (47 )
   

Total comprehensive income (loss)           

    319     6     325     74     (25 )   49  
   

Other

    -     -     -     -     (41 )   (41 )
   

Balance, end of period

  $ 11,465   $ 111   $ 11,576   $ -   $ 948   $ 948  
   

AIG 2012 Form 10-Q            71


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


EARNINGS (LOSS) PER SHARE (EPS)

    Basic and diluted earnings (loss) per share are based on the weighted average number of common shares outstanding, adjusted to reflect all stock dividends and stock splits. Diluted EPS is based on those shares used in basic EPS plus shares that would have been outstanding assuming issuance of common shares for all dilutive potential common shares outstanding, adjusted to reflect all stock dividends and stock splits. Basic EPS was not affected by outstanding stock purchase contracts. Diluted EPS is determined considering the potential dilution from outstanding stock purchase contracts using the treasury stock method and was not affected by the previously outstanding stock purchase contracts because they were not dilutive.

The following table presents the computation of basic and diluted EPS:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(dollars in millions, except per share data)
  2012
  2011
  2012
  2011
 
   

Numerator for EPS:

                         

Income from continuing operations

  $ 2,344   $ 2,090   $ 5,780   $ 1,006  

Net income from continuing operations attributable to noncontrolling interests:

                         

Nonvoting, callable, junior and senior preferred interests

    -     141     208     393  

Other

    7     64     40     9  
   

Total net income from continuing operations attributable to noncontrolling interests

    7     205     248     402  
   

Net income attributable to AIG from continuing operations

    2,337     1,885     5,532     604  
   

Income (loss) from discontinued operations

  $ (5 ) $ (37 ) $ 8   $ 2,548  

Net income from discontinued operations attributable to noncontrolling interests

    -     12     -     19  
   

Net income (loss) attributable to AIG from discontinued operations, applicable to common stock for EPS

    (5 )   (49 )   8     2,529  
   

Deemed dividends to AIG Series E and F Preferred Stock

    -     -     -     (812 )
   

Net income (loss) attributable to AIG common shareholders from continuing operations, applicable to common stock for EPS

  $ 2,337   $ 1,885   $ 5,532   $ (208 )
   

72            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(dollars in millions, except per share data)
  2012
  2011
  2012
  2011
 
   

Denominator for EPS:

                         

Weighted average shares outstanding – basic

    1,756,689,067     1,836,713,069     1,816,331,019     1,698,001,301  

Dilutive shares

    25,408     58,444     27,606     -  
   

Weighted average shares outstanding – diluted*

    1,756,714,475     1,836,771,513     1,816,358,625     1,698,001,301  
   

EPS attributable to AIG common shareholders:

                         

Basic:

                         

Income (loss) from continuing operations

  $ 1.33   $ 1.03   $ 3.05   $ (0.12 )

Income (loss) from discontinued operations

  $ -   $ (0.03 ) $ -   $ 1.49  

Diluted:

                         

Income (loss) from continuing operations

  $ 1.33   $ 1.03   $ 3.05   $ (0.12 )

Income (loss) from discontinued operations

  $ -   $ (0.03 ) $ -   $ 1.49  
   
*
Dilutive shares are calculated using the treasury stock method and include dilutive shares from share-based employee compensation plans, the warrants issued to the Department of the Treasury in 2009 and the warrants issued to common shareholders (other than the Department of the Treasury) in January 2011. The number of shares and warrants excluded from diluted shares outstanding were 78 million for both the three and six months ended June 30, 2012, and 80 million and 72 million for the three and six months ended June 30, 2011, respectively, because the effect of including those shares and warrants in the calculation would have been anti-dilutive. Included in the anti-dilutive total were 75 million shares for both the three and six months ended June 30, 2012 and 75 million and 67 million shares for the three and six months ended June 30, 2011, respectively, representing the weighted average number of warrants to purchase AIG Common Stock that were issued to common shareholders.

    Deemed dividends resulted from the Recapitalization and represent the excess of:

(i)
the fair value of the consideration transferred to the Department of the Treasury, which consists of 1,092,169,866 shares of AIG Common Stock, $20.2 billion of redeemable AIA SPV Preferred Interests and preferred interests in the ALICO SPV, and a liability for a commitment by AIG to pay the Department of the Treasury's costs to dispose of all of its shares, over

(ii)
the carrying value of the Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share, and Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share.

    The fair value of the AIG Common Stock issued for the Series C Perpetual, Convertible, Participating Preferred Stock, par value $5.00 per share (Series C Preferred Stock) over the carrying value of the Series C Preferred Stock is not a deemed dividend because the Series C Preferred Stock was contingently convertible into the 562,868,096 shares of AIG Common Stock for which it was exchanged. See Notes 1 and 17 to the Consolidated Financial Statements in the 2011 Annual Report for further discussion on the Recapitalization.

AIG 2012 Form 10-Q            73


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


11. EMPLOYEE BENEFITS

The following table presents the components of net periodic benefit cost with respect to pensions and other postretirement benefits:

   
 
  Pension   Postretirement  
(in millions)
  Non-U.S.
Plans

  U.S.
Plans

  Total
  Non-U.S.
Plans

  U.S.
Plans

  Total
 
   

Three Months Ended June 30, 2012

                                     

Components of net periodic benefit cost:

                                     

Service cost

  $ 13   $ 39   $ 52   $ -   $ 2   $ 2  

Interest cost

    9     50     59     1     2     3  

Expected return on assets           

    (5 )   (60 )   (65 )   -     -     -  

Amortization of prior service (credit) cost

    (1 )   (9 )   (10 )   -     (2 )   (2 )

Amortization of net (gain) loss

    3     29     32     -     -     -  
   

Net periodic benefit cost

  $ 19   $ 49   $ 68   $ 1   $ 2   $ 3  
   

Three Months Ended June 30, 2011

                                     

Components of net periodic benefit cost:

                                     

Service cost

  $ 16   $ 37   $ 53   $ 1   $ 2   $ 3  

Interest cost

    8     52     60     -     3     3  

Expected return on assets           

    (6 )   (63 )   (69 )   -     -     -  

Amortization of prior service (credit) cost

    -     1     1     -     1     1  

Amortization of net (gain) loss

    3     10     13     -     -     -  
   

Net periodic benefit cost

  $ 21   $ 37   $ 58   $ 1   $ 6   $ 7  
   

Amount associated with discontinued operations

  $ 1   $ -   $ 1   $ -   $ -   $ -  
   

Six Months Ended June 30, 2012

                                     

Components of net periodic benefit cost:

                                     

Service cost

  $ 26   $ 76   $ 102   $ 1   $ 3   $ 4  

Interest cost

    17     100     117     1     5     6  

Expected return on assets           

    (10 )   (120 )   (130 )   -     -     -  

Amortization of prior service (credit) cost

    (2 )   (17 )   (19 )   -     (5 )   (5 )

Amortization of net (gain) loss

    7     58     65     -     -     -  
   

Net periodic benefit cost

  $ 38   $ 97   $ 135   $ 2   $ 3   $ 5  
   

Six Months Ended June 30, 2011

                                     

Components of net periodic benefit cost:

                                     

Service cost

  $ 38   $ 74   $ 112   $ 2   $ 4   $ 6  

Interest cost

    19     104     123     1     7     8  

Expected return on assets           

    (13 )   (126 )   (139 )   -     -     -  

Amortization of prior service (credit) cost

    (2 )   1     (1 )   -     1     1  

Amortization of net (gain) loss

    9     21     30     -     -     -  
   

Net periodic benefit cost

  $ 51   $ 74   $ 125   $ 3   $ 12   $ 15  
   

Amount associated with discontinued operations

  $ 11   $ -   $ 11   $ 1   $ -   $ 1  
   

    For the six-month period ended June 30, 2012, AIG contributed $47 million to its U.S. and non-U.S. pension plans and estimates it will contribute an additional $44 million for the remainder of 2012. These estimates are subject to change since contribution decisions are affected by various factors, including AIG's liquidity, market performance and management discretion.

74            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

12. INCOME TAXES

INTERIM TAX CALCULATION METHOD

    AIG uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual effective tax rate. In these cases, the actual tax expense or benefit applicable to those items is treated discretely, and is reported in the same period as the related item. For the three- and six-month periods ended June 30, 2012, the tax effects of the gains on ML II and certain dispositions, including a portion of the ordinary shares of AIA and common units of The Blackstone Group L.P., as well as certain actual gains on SunAmerica's available-for-sale securities were treated as discrete items. Those changes in the valuation allowance, which were reflected in the three- and six-month periods ended June 30, 2012, were also treated as discrete items.


INTERIM TAX EXPENSE (BENEFIT)

    For the three- and six-month periods ended June 30, 2012, the effective tax rates on pretax income from continuing operations were (33.8) and 8.8 percent, respectively. The effective tax rates for the three- and six-month periods ended June 30, 2012, attributable to continuing operations differ from the statutory tax rate of 35 percent primarily due to tax effects associated with tax exempt interest income and investments in partnerships, adjustments to the tax bases of certain foreign aircraft leases and a decrease in the life-insurance-business capital loss carryforward valuation allowance. These items were partially offset by changes in uncertain tax positions.

    For the three- and six-month periods ended June 30, 2011, the effective tax rates on pretax income from continuing operations were (16.5) and (108.1) percent, respectively. The effective tax rates for the three- and six-month periods ended June 30, 2011, attributable to continuing operations differed from the statutory rate of 35 percent primarily due to a decrease in the valuation allowance attributable to continuing operations for the U.S. consolidated income tax group, tax effects associated with tax exempt interest income, investments in partnerships, and changes in uncertain tax positions.


ASSESSMENT OF DEFERRED TAX ASSET VALUATION ALLOWANCES

    The evaluation of the recoverability of AIG's deferred tax asset and the need for a valuation allowance requires AIG to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary and the more difficult it is to support a conclusion that a valuation allowance is not needed.

    AIG's framework for assessing the recoverability of the deferred tax assets requires AIG to consider all available evidence, including:

    During the three-month period ended June 30, 2012, AIG initiated certain actions and identified additional prudent and feasible tax planning strategies, resulting in an assessment that an additional portion of the life

AIG 2012 Form 10-Q            75


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

insurance business capital loss carryforwards will more-likely-than-not be realized prior to their expiration as a result of actual and projected taxable gains generated by securitization transactions and securities lending programs.

    As a result of these actions and tax planning strategies, AIG released $1.3 billion of the deferred tax asset valuation allowance associated with the life insurance business capital loss carryforwards during the three-month period ended June 30, 2012, of which $1.2 billion was allocated to income from continuing operations. For the six-month period ended June 30, 2012, AIG released $1.5 billion of its deferred tax asset valuation allowance associated with the life insurance business capital loss carryforwards, of which $1.4 billion was allocated to income from continuing operations. Additional life insurance business capital loss carryforwards may be realized in the future if and when other prudent and feasible tax planning strategies are identified. Changes in market conditions, including rising interest rates above AIG's projections, may result in a reduction in projected taxable gains and reestablishment of a valuation allowance.


ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

    At June 30, 2012 and December 31, 2011, AIG's unrecognized tax benefits, excluding interest and penalties, were $4.4 billion and $4.3 billion, respectively. The increase in AIG's unrecognized tax benefits, excluding interest and penalties, was primarily due to adjustments to tax bases of certain foreign aircraft leases and foreign tax credits associated with cross border financing transactions. At June 30, 2012 and December 31, 2011, AIG's unrecognized tax benefits included $0.3 billion and $0.7 billion, respectively, related to tax positions that if recognized would not affect the effective tax rate because they relate to the timing, rather than the permissibility, of the deduction. Accordingly, at June 30, 2012 and December 31, 2011, the amounts of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate were $4.1 billion and $3.6 billion, respectively.

    Interest and penalties related to unrecognized tax benefits are recognized in income tax expense. At June 30, 2012 and December 31, 2011, AIG accrued $852 million and $744 million, respectively, for the payment of interest (net of the federal benefit) and penalties. For the six-month periods ended June 30, 2012 and 2011, AIG recognized $108 million and $(107) million, respectively, of income tax expense (benefit) for interest net of the federal benefit (expense) and penalties.

    Although it is reasonably possible that a change in the balance of unrecognized tax benefits may occur within the next twelve months, at this time it is not possible to estimate the range of the change due to the uncertainty of the potential outcomes.


13. DISCONTINUED OPERATIONS

    The results of operations for the following sales are presented as discontinued operations through the date of disposition in the Consolidated Statement of Operations for the three and six months ended June 30, 2011:

    See Note 9(D) herein for a discussion of guarantees and indemnifications associated with sales of businesses.

76            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


The following table summarizes income (loss) from discontinued operations:

   
(in millions)
  Three Months Ended
June 30, 2011

  Six Months Ended
June 30, 2011

 
   

Revenues:

             

Premiums

  $ 1,548   $ 4,097  

Net investment income

    497     1,209  

Net realized capital gains

    595     964  

Other income

    -     5  
   

Total revenues

    2,640     6,275  
   

Benefits, claims and expenses

    2,001     5,096  

Interest expense allocation

    -     2  
   

Income from discontinued operations

    639     1,177  
   

Gain (loss) on sales

    (719 )   2,309  
   

Income (loss) from discontinued operations, before tax expense (benefit)

    (80 )   3,486  
   

Income tax expense (benefit)

    (43 )   938  
   

Income (loss) from discontinued operations, net of income tax

  $ (37 ) $ 2,548  
   


14. INFORMATION PROVIDED IN CONNECTION WITH OUTSTANDING DEBT

The following condensed consolidating financial statements reflect the results of SunAmerica Financial Group, Inc. (SAFG, Inc.), a holding company and a 100 percent owned subsidiary of AIG. AIG provides a full and unconditional guarantee of all outstanding debt of SAFG, Inc.


CONDENSED CONSOLIDATING BALANCE SHEET

   
(in millions)
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries

  Reclassifications
and
Eliminations

  Consolidated
AIG

 
   

June 30, 2012

                               

Assets:

                               

Short-term investments

  $ 11,705   $ -   $ 14,671   $ (2,011 ) $ 24,365  

Other investments(a)

    12,884     -     374,798     483     388,165  
   

Total investments

    24,589     -     389,469     (1,528 )   412,530  

Cash

    72     -     1,160     -     1,232  

Loans to subsidiaries(b)

    36,677     -     (29,987 )   (6,690 )   -  

Debt issuance costs

    198     -     (198 )   -     -  

Investment in consolidated subsidiaries(b)              

    74,422     41,107     (27,558 )   (87,971 )   -  

Other assets, including current and deferred income taxes

    25,652     224     103,400     12,345     141,621  
   

Total assets

  $ 161,610   $ 41,331   $ 436,286   $ (83,844 ) $ 555,383  
   

Liabilities:

                               

Insurance liabilities

  $ -   $ -   $ 280,694   $ (245 ) $ 280,449  

Other long-term debt

    36,162     1,638     35,639     458     73,897  

Other liabilities, including intercompany balances(a)(c)

    19,732     711     64,357     10,596     95,396  

Loans from subsidiaries(b)

    1,007     791     4,898     (6,696 )   -  
   

Total liabilities

    56,901     3,140     385,588     4,113     449,742  
   

Redeemable noncontrolling interests (see Note 1):

                               

Nonvoting, callable, junior preferred interests held by Department of the Treasury

    -     -     -     -     -  

Other

    -     -     34     78     112  
   

Total redeemable noncontrolling interests

    -     -     34     78     112  
   

Total AIG shareholders' equity

    104,709     38,191     50,262     (88,453 )   104,709  

Other noncontrolling interests

    -     -     402     418     820  
   

Total noncontrolling interests

    -     -     402     418     820  
   

Total equity

    104,709     38,191     50,664     (88,035 )   105,529  
   

Total liabilities and equity

  $ 161,610   $ 41,331   $ 436,286   $ (83,844 ) $ 555,383  
   

AIG 2012 Form 10-Q            77


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


CONDENSED CONSOLIDATING BALANCE SHEET (continued)

   
(in millions)
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries

  Reclassifications
and
Eliminations

  Consolidated
AIG

 
   

December 31, 2011

                               

Assets:

                               

Short-term investments

  $ 12,868   $ -   $ 14,110   $ (4,406 ) $ 22,572  

Other investments(a)

    6,599     -     481,525     (100,258 )   387,866  
   

Total investments

    19,467     -     495,635     (104,664 )   410,438  

Cash

    176     13     1,285     -     1,474  

Loans to subsidiaries(b)

    39,971     -     (39,971 )   -     -  

Debt issuance costs

    196     -     297     -     493  

Investment in consolidated subsidiaries(b)(d)

    80,990     32,361     (11,463 )   (101,888 )   -  

Other assets, including current and deferred income taxes

    24,595     2,704     117,231     (4,575 )   139,955  
   

Total assets

  $ 165,395   $ 35,078   $ 563,014   $ (211,127 ) $ 552,360  
   

Liabilities:

                               

Insurance liabilities

  $ -   $ -   $ 282,790   $ (274 ) $ 282,516  

Other long-term debt

    35,906     1,638     138,240     (100,531 )   75,253  

Other liabilities, including intercompany balances(a)(c)(d)

    15,635     2,402     75,132     (9,494 )   83,675  

Loans from subsidiaries(b)

    12,316     249     (12,565 )   -     -  
   

Total liabilities

    63,857     4,289     483,597     (110,299 )   441,444  
   

Redeemable noncontrolling interests (see Note 1):

                               

Nonvoting, callable, junior preferred interests held by Department of the Treasury

    -     -     -     8,427     8,427  

Other

    -     -     29     67     96  
   

Total redeemable noncontrolling interests

    -     -     29     8,494     8,523  
   

Total AIG shareholders' equity

    101,538     30,789     78,996     (109,785 )   101,538  

Other noncontrolling interests

    -     -     392     463     855  
   

Total noncontrolling interests

    -     -     392     463     855  
   

Total equity

    101,538     30,789     79,388     (109,322 )   102,393  
   

Total liabilities and equity

  $ 165,395   $ 35,078   $ 563,014   $ (211,127 ) $ 552,360  
   
(a)
Includes intercompany derivative asset positions, which are reported at fair value before credit valuation adjustment.

(b)
Eliminated in consolidation.

(c)
For both June 30, 2012 and December 31, 2011, includes intercompany tax payable of $9.8 billion and intercompany derivative liabilities of $990 million and $901 million, respectively, for American International Group, Inc. (As Guarantor) and intercompany tax receivable of $169 million and $128 million, respectively, for SAFG, Inc.

(d)
Prior period amounts have been conformed to the current period presentation.

78            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)

   
(in millions)
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries

  Reclassifications
and
Eliminations

  Consolidated
AIG

 
   

Three Months Ended June 30, 2012

                               

Revenues:

                               

Equity in earnings of consolidated subsidiaries(a)

  $ 1,126   $ 1,440   $ -   $ (2,566 ) $ -  

Change in fair value of ML III

    1,306     -     -     -     1,306  

Other income(b)

    50     (1,388 )   17,220     (65 )   15,817  
   

Total revenues

    2,482     52     17,220     (2,631 )   17,123  
   

Expenses:

                               

Other interest expense(c)

    525     12     481     (64 )   954  

Net loss on extinguishment of debt

    9     -     2     -     11  

Other expenses

    926     -     13,481     -     14,407  
   

Total expenses

    1,460     12     13,964     (64 )   15,372  
   

Income (loss) from continuing operations before income tax expense (benefit)

    1,022     40     3,256     (2,567 )   1,751  

Income tax expense (benefit)

    (1,310 )   463     254     -     (593 )
   

Income (loss) from continuing operations

    2,332     (423 )   3,002     (2,567 )   2,344  

Loss from discontinued operations

    -     -     (5 )   -     (5 )
   

Net income (loss)

    2,332     (423 )   2,997     (2,567 )   2,339  

Less:

                               

Net income from continuing operations attributable to noncontrolling interests:

                               

Nonvoting, callable, junior and senior preferred interests

    -     -     -     -     -  

Other

    -     -     7     -     7  
   

Total net income attributable to noncontrolling interests

    -     -     7     -     7  
   

Net income (loss) attributable to AIG

  $ 2,332   $ (423 ) $ 2,990   $ (2,567 ) $ 2,332  
   

Three Months Ended June 30, 2011

                               

Revenues:

                               

Equity in earnings of consolidated subsidiaries(a)(d)

  $ 2,186   $ 174   $ -   $ (2,360 ) $ -  

Change in fair value of ML III

    (347 )   -     (320 )   -     (667 )

Other income(b)(d)

    192     208     17,192     (245 )   17,347  
   

Total revenues

    2,031     382     16,872     (2,605 )   16,680  
   

Expenses:

                               

Interest expense on FRBNY Credit Facility

    -     -     -     -     -  

Other interest expense(c)

    731     65     450     (245 )   1,001  

Net loss on extinguishment of debt

    18     -     61     -     79  

Other expenses

    225     -     13,581     -     13,806  
   

Total expenses

    974     65     14,092     (245 )   14,886  
   

Income (loss) from continuing operations before income tax expense (benefit)

    1,057     317     2,780     (2,360 )   1,794  

Income tax expense (benefit)

    (771 )   (77 )   552     -     (296 )
   

Income (loss) from continuing operations

    1,828     394     2,228     (2,360 )   2,090  

Income (loss) from discontinued operations

    8     -     (45 )   -     (37 )
   

Net income (loss)

    1,836     394     2,183     (2,360 )   2,053  

Less:

                               

Net income from continuing operations attributable to noncontrolling interests:

                               

Nonvoting, callable, junior and senior preferred interests

    -     -     -     141     141  

Other

    -     -     64     -     64  
   

Total income from continuing operations attributable to noncontrolling interests

    -     -     64     141     205  

Income from discontinued operations attributable to noncontrolling interests

    -     -     12     -     12  
   

Total net income attributable to noncontrolling interests

    -     -     76     141     217  
   

Net income (loss) attributable to AIG

  $ 1,836   $ 394   $ 2,107   $ (2,501 ) $ 1,836  
   

AIG 2012 Form 10-Q            79


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   
(in millions)
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries

  Reclassifications
and
Eliminations

  Consolidated
AIG

 
   

Six Months Ended June 30, 2012

                               

Revenues:

                               

Equity in earnings of consolidated subsidiaries(a)

  $ 3,946   $ 104   $ -   $ (4,050 ) $ -  

Change in fair value of ML III

    1,957     -     601     -     2,558  

Other income(b)

    701     49     32,527     (269 )   33,008  
   

Total revenues

    6,604     153     33,128     (4,319 )   35,566  
   

Expenses:

                               

Other interest expense(c)

    1,169     66     940     (268 )   1,907  

Net loss on extinguishment of debt

    9     -     23     -     32  

Other expenses

    1,105     -     26,187     -     27,292  
   

Total expenses

    2,283     66     27,150     (268 )   29,231  
   

Income (loss) from continuing operations before income tax expense (benefit)

    4,321     87     5,978     (4,051 )   6,335  

Income tax expense (benefit)

    (1,219 )   463     1,311     -     555  
   

Income (loss) from continuing operations

    5,540     (376 )   4,667     (4,051 )   5,780  

Income from discontinued operations

    -     -     8     -     8  
   

Net income (loss)

    5,540     (376 )   4,675     (4,051 )   5,788  

Less:

                               

Net income from continuing operations attributable to noncontrolling interests:

                               

Nonvoting, callable, junior and senior preferred interests

    -     -     -     208     208  

Other

    -     -     40     -     40  
   

Total net income attributable to noncontrolling interests

    -     -     40     208     248  
   

Net income (loss) attributable to AIG

  $ 5,540   $ (376 ) $ 4,635   $ (4,259 ) $ 5,540  
   

Six Months Ended June 30, 2011

                               

Revenues:

                               

Equity in earnings of consolidated subsidiaries(a)(d)

  $ 6,178   $ 510   $ -   $ (6,688 ) $ -  

Change in fair value of ML III

    (347 )   -     424     -     77  

Other income(b)(d)

    233     466     33,929     (586 )   34,042  
   

Total revenues

    6,064     976     34,353     (7,274 )   34,119  
   

Expenses:

                               

Interest expense on FRBNY Credit Facility

    72     -     -     (2 )   70  

Other interest expense(c)

    1,482     159     960     (586 )   2,015  

Net loss on extinguishment of debt

    3,331     -     61     -     3,392  

Other expenses

    272     -     27,886     -     28,158  
   

Total expenses

    5,157     159     28,907     (588 )   33,635  
   

Income (loss) from continuing operations before income tax expense (benefit)

    907     817     5,446     (6,686 )   484  

Income tax expense (benefit)

    (1,087 )   4     561     -     (522 )
   

Income (loss) from continuing operations

    1,994     813     4,885     (6,686 )   1,006  

Income (loss) from discontinued operations

    1,139     -     1,411     (2 )   2,548  
   

Net income (loss)

    3,133     813     6,296     (6,688 )   3,554  

Less:

                               

Net income from continuing operations attributable to noncontrolling interests:

                               

Nonvoting, callable, junior and senior preferred interests

    -     -     -     393     393  

Other

    -     -     9     -     9  
   

Total income from continuing operations attributable to noncontrolling interests

    -     -     9     393     402  

Income from discontinued operations attributable to noncontrolling interests

    -     -     19     -     19  
   

Total net income attributable to noncontrolling interests

    -     -     28     393     421  
   

Net income (loss) attributable to AIG

  $ 3,133   $ 813   $ 6,268   $ (7,081 ) $ 3,133  
   
(a)
Eliminated in consolidation.

(b)
Includes intercompany income of $60 million and $65 million for the three-month periods ended June 30, 2012 and 2011, respectively, and $132 million and $211 million for the six-month periods ended June 30, 2012 and 2011, respectively, for American International Group, Inc. (As Guarantor).

(c)
Includes intercompany interest expense of $3 million and $180 million for the three-month periods ended June 30, 2012 and 2011, respectively, and $136 million and $375 million for the six-month periods ended June 30, 2012 and 2011, respectively, for American International Group, Inc. (As Guarantor).

(d)
Prior period amounts have been conformed to the current period presentation.

80            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

   
(in millions)
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries

  Reclassifications
and
Eliminations

  Consolidated
AIG

 
   

Three Months Ended June 30, 2012

                               

Net income (loss)

  $ 2,332   $ (423 ) $ 2,997   $ (2,567 ) $ 2,339  

Other comprehensive income (loss)

    918     934     1,720     (2,662 )   910  
   

Comprehensive income (loss)

    3,250     511     4,717     (5,229 )   3,249  

Total comprehensive income (loss) attributable to noncontrolling interests

    -     -     (1 )   -     (1 )
   

Comprehensive income (loss) attributable to AIG

  $ 3,250   $ 511   $ 4,718   $ (5,229 ) $ 3,250  
   

                               
   

Three Months Ended June 30, 2011

                               

Net income (loss)

  $ 1,836   $ 394   $ 2,183   $ (2,360 ) $ 2,053  

Other comprehensive income (loss)

    2,197     528     1,258     (1,869 )   2,114  
   

Comprehensive income (loss)

    4,033     922     3,441     (4,229 )   4,167  

Total comprehensive income (loss) attributable to noncontrolling interests

    -     -     (7 )   141     134  
   

Comprehensive income (loss) attributable to AIG

  $ 4,033   $ 922   $ 3,448   $ (4,370 ) $ 4,033  
   

                               
   

Six Months Ended June 30, 2012

                               

Net income (loss)

  $ 5,540   $ (376 ) $ 4,675   $ (4,051 ) $ 5,788  

Other comprehensive income (loss)

    2,638     1,759     3,695     (5,457 )   2,635  
   

Comprehensive income (loss)

    8,178     1,383     8,370     (9,508 )   8,423  

Total comprehensive income (loss) attributable to noncontrolling interests

    -     -     37     208     245  
   

Comprehensive income (loss) attributable to AIG

  $ 8,178   $ 1,383   $ 8,333   $ (9,716 ) $ 8,178  
   

                               
   

Six Months Ended June 30, 2011

                               

Net income (loss)

  $ 3,133   $ 813   $ 6,296   $ (6,688 ) $ 3,554  

Other comprehensive income (loss)

    1,381     1,105     185     (1,337 )   1,334  
   

Comprehensive income (loss)

    4,514     1,918     6,481     (8,025 )   4,888  

Total comprehensive income (loss) attributable to noncontrolling interests

    -     -     (19 )   393     374  
   

Comprehensive income (loss) attributable to AIG

  $ 4,514   $ 1,918   $ 6,500   $ (8,418 ) $ 4,514  
   

Prior period amounts have been conformed to the current period presentation.

AIG 2012 Form 10-Q            81


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

   
(in millions)
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries
and
Eliminations

  Consolidated
AIG

 
   

Six Months Ended June 30, 2012

                         

Net cash (used in) provided by operating activities

  $ (189 ) $ 2,290   $ (469 ) $ 1,632  
   

Cash flows from investing activities:

                         

Sales of investments

    1,055     -     45,920     46,975  

Purchase of investments

    (526 )   -     (35,222 )   (35,748 )

Loans to subsidiaries – net

    3,327     -     (3,327 )   -  

Contributions to subsidiaries – net

    (106 )   -     106     -  

Net change in restricted cash

    (370 )   -     105     (265 )

Net change in short-term investments

    2,898     -     (3,109 )   (211 )

Net change in derivative assets and liabilities

    349     -     (71 )   278  

Other, net

    (7 )   -     (151 )   (158 )
   

Net cash (used in) provided by investing activities

    6,620     -     4,251     10,871  
   

Cash flows from financing activities:

                         

Issuance of long-term debt

    3,504     -     3,272     6,776  

Repayments of long-term debt

    (2,981 )   -     (5,174 )   (8,155 )

Purchase of Common Stock

    (5,000 )   -     -     (5,000 )

Intercompany loans – net

    (2,014 )   (2,303 )   4,317     -  

Other, net

    (44 )   -     (6,298 )   (6,342 )
   

Net cash (used in) financing activities

    (6,535 )   (2,303 )   (3,883 )   (12,721 )
   

Effect of exchange rate changes on cash

    -     -     (24 )   (24 )
   

Change in cash

    (104 )   (13 )   (125 )   (242 )

Cash at beginning of period

    176     13     1,285     1,474  
   

Cash at end of period

  $ 72   $ -   $ 1,160   $ 1,232  
   

82            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   
(in millions)
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries
and
Eliminations

  Consolidated
AIG

 
   

Six Months Ended June 30, 2011

                         

Net cash (used in) provided by operating activities –
continuing operations

  $ (4,826 ) $ 295   $ (1,681 ) $ (6,212 )

Net cash (used in) provided by operating activities – discontinued operations

    -     -     2,675     2,675  
   

Net cash (used in) provided by operating activities

    (4,826 )   295     994     (3,537 )
   

Cash flows from investing activities:

                         

Sales of investments

    2,325     -     45,477     47,802  

Sales of divested businesses, net

    1,075     -     (488 )   587  

Purchase of investments

    (5 )   -     (53,454 )   (53,459 )

Loans to subsidiaries – net

    (470 )   -     470     -  

Contributions to subsidiaries – net*

    (19,025 )   -     19,025     -  

Net change in restricted cash

    2,273     -     24,207     26,480  

Net change in short-term investments

    (2,750 )   -     15,717     12,967  

Net change in derivative assets and liabilities

    1,073     -     (683 )   390  

Other, net*

    (38 )   -     71     33  
   

Net cash (used in) provided by investing activities –
continuing operations

    (15,542 )   -     50,342     34,800  

Net cash (used in) provided by investing activities – discontinued operations

    -     -     3,021     3,021  
   

Net cash (used in) provided by investing activities

    (15,542 )   -     53,363     37,821  
   

Cash flows from financing activities:

                         

FRBNY credit facility repayments

    (14,622 )   -     -     (14,622 )

Issuance of long-term debt

    150     -     2,871     3,021  

Repayments of long-term debt

    (3,571 )   -     (6,397 )   (9,968 )

Proceeds from drawdown on the Department of the Treasury Commitment*

    20,292     -     -     20,292  

Settlement of equity unit stock purchase contract

    4,332     -     -     4,332  

Intercompany loans – net

    14,366     (294 )   (14,072 )   -  

Other, net*

    (30 )   -     (34,807 )   (34,837 )
   

Net cash (used in) provided by financing activities –
continuing operations

    20,917     (294 )   (52,405 )   (31,782 )

Net cash (used in) provided by financing activities – discontinued operations

    -     -     (1,932 )   (1,932 )
   

Net cash (used in) provided by financing activities

    20,917     (294 )   (54,337 )   (33,714 )
   

Effect of exchange rate changes on cash

    -     -     29     29  
   

Change in cash

    549     1     49     599  

Cash at beginning of period

    49     -     1,509     1,558  

Change in cash of businesses held for sale

    -     -     433     433  
   

Cash at end of period

  $ 598   $ 1   $ 1,991   $ 2,590  
   
*
Includes activities related to the Recapitalization. See Note 10 herein.

AIG 2012 Form 10-Q            83


Table of Contents


American International Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

SUPPLEMENTARY DISCLOSURE OF CONDENSED CONSOLIDATING CASH FLOW INFORMATION:

   
 
  American
International
Group, Inc.
(As Guarantor)

  SAFG, Inc.
  Other
Subsidiaries
and
Eliminations

  Consolidated
AIG

 
   

Cash (paid) received during the six months ended
June 30, 2012 for:

                         

Interest:

                         

Third party

  $ (1,136 ) $ (64 ) $ (888 ) $ (2,088 )

Intercompany

    (128 )   (33 )   161     -  

Taxes:

                         

Income tax authorities

  $ 2   $ -   $ (208 ) $ (206 )

Intercompany

    605     (41 )   (564 )   -  
   

Cash (paid) received during the six months ended
June 30, 2011 for:

                         

Interest:

                         

Third party*

  $ (5,946 ) $ (64 ) $ (1,071 ) $ (7,081 )

Intercompany

    (162 )   (95 )   257     -  

Taxes:

                         

Income tax authorities

  $ 13   $ -   $ (560 ) $ (547 )

Intercompany

    638     -     (638 )   -  
   
*
Includes payment of FRBNY Credit Facility accrued compounded interest of $4.7 billion in the first quarter of 2011.

American International Group, Inc. (As Guarantor) supplementary disclosure of non-cash activities:

   
Six Months Ended June 30,
(in millions)
  2012
  2011
 
   

Intercompany non-cash financing and investing activities:

             

Capital contributions in the form of bond available for sale securities

  $ 959   $ -  

Return of capital and dividend received
in the form of cancellation of intercompany loan

    9,303     -  

in the form of bond trading securities

    3,320     3,668  

Intercompany loan receivable offset by intercompany payable

    -     18,284  

Other capital contributions – net

    339     292  
   

84            AIG 2012 Form 10-Q


Table of Contents


American International Group, Inc.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

    This Quarterly Report on Form 10-Q and other publicly available documents may include, and officers and representatives of American International Group, Inc. (AIG) may from time to time make, projections, goals, assumptions and statements that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These projections, goals, assumptions and statements are not historical facts but instead represent only AIG's belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG's control. These projections, goals, assumptions and statements include statements preceded by, followed by or including words such as "believe," "anticipate," "expect," "intend," "plan," "view," "target" or "estimate". These projections, goals, assumptions and statements may address, among other things:

    It is possible that AIG's actual results and financial condition will differ, possibly materially, from the results and financial condition indicated in these projections, goals, assumptions and statements. Factors that could cause AIG's actual results to differ, possibly materially, from those in the specific projections, goals, assumptions and statements include:

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    AIG is not under any obligation (and expressly disclaims any obligation) to update or alter any projections, goals, assumptions or other statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Unless the context otherwise requires, the terms AIG, the Company, we, us, and our mean AIG and its consolidated subsidiaries.


USE OF NON-GAAP MEASURES

    Throughout this MD&A, AIG presents its operations in the way it believes will be most meaningful, representative, and most transparent. Certain of the measurements used by AIG management are "non-GAAP financial measures" under Securities and Exchange Commission (SEC) rules and regulations.

    Management believes that the measures described at Results of Operations — Segment Results enhance the understanding of the underlying profitability of the ongoing operations of the businesses and allow for more meaningful comparisons with AIG's insurance competitors. Reconciliations of these measures to pre-tax income or unadjusted ratios, the most directly comparable measurements derived from accounting principles generally accepted in the United States (GAAP), are included in Results of Operations — Segment Results.


EXECUTIVE OVERVIEW

    This executive overview of this MD&A highlights selected information and may not contain all of the information that is important to current or potential investors in AIG's securities. This Quarterly Report on Form 10-Q should be read in its entirety, together with the 2011 Annual Report, for a complete description of events, trends and uncertainties as well as the capital, liquidity, credit, operational and market risks, and the critical accounting estimates affecting AIG and its subsidiaries.

    AIG reports its results of operations as follows:

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PRIOR PERIOD REVISIONS

    Prior period amounts have been revised to reflect the following:

Accounting for Deferred Acquisition Costs

    As discussed in Note 2 to the Consolidated Financial Statements, AIG retrospectively adopted an accounting standard on January 1, 2012 that amended the accounting for costs incurred by insurance companies that can be capitalized in connection with acquiring or renewing insurance contracts.

Changes in Fair Value of Derivatives

    To align the presentation of Changes in fair value of derivatives with changes in the administration of AIG's derivatives portfolio, changes were made to the presentation within the Consolidated Statement of Operations for activity where Global Capital Markets executes transactions with third parties on behalf of AIG subsidiaries. Specifically, derivative activity where AIGFP is an intermediary for AIG subsidiaries, which historically has been reported in Other income, has been reclassified to Net realized capital gains (losses). Prior period amounts were reclassified to conform to the current period presentation.

The impact to AIG shareholders' equity and Net income (loss) attributable to AIG previously reported in 2011 is summarized below:

   
At December 31,
(in millions)
  2011
 
   

AIG shareholders' equity as previously reported

  $ 104,951  

Impact of adoption of new standard on AIG Shareholders' equity

    (3,413 )
   

AIG shareholders' equity as currently reported

  $ 101,538  
   


   
(in millions)
  Three Months Ended
June 30, 2011

  Six Months Ended
June 30, 2011

 
   

Net income attributable to AIG as previously reported

  $ 1,840   $ 2,109  

Impact of adoption of new standard on Net income attributable to AIG

    (4 )   1,024  
   

Net income attributable to AIG as currently reported

  $ 1,836   $ 3,133  
   

Chartis Segment Changes

    To align financial reporting with changes made during 2012 to the manner in which AIG's chief operating decision makers review the businesses to assess performance and make decisions about resources to be allocated, certain products previously reported in Commercial Insurance were reclassified to Consumer Insurance. These revisions did not affect the total Chartis reportable segment results previously reported.

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FINANCIAL OVERVIEW

    Income from continuing operations before income taxes was $1.8 billion for both the three months ended June 30, 2012 and 2011, and reflected the following:

    Income from continuing operations before income taxes was $6.3 billion for the six months ended June 30, 2012 compared to $484 million for the same period in 2011, primarily driven by the following:

    Pre-tax income from insurance operations reflected Chartis' continued benefit from growth in higher value lines and geographies and improving pricing trends. Chartis results included net prior year adverse development of $137 million and $184 million in the three and six months ended June 30, 2012, respectively. Chartis is benefiting from higher interest income on fixed maturity securities driven by the redeployment of excess cash and short-term investments into longer term investments, the implementation of Chartis' investment strategy to reduce its concentration in non-taxable municipal instruments and increase higher yielding corporate and structured securities and an increase in maturing life settlement policies

    SunAmerica is benefiting from its broad portfolio of innovative products, diverse and strong distribution relationships, and continued discipline in product pricing. SunAmerica 2012 results also benefited, in comparison, from the reinvestment of cash in 2011 and increase in base yields. Partially offsetting SunAmerica's improvements were lower returns from hedge funds and private equity investments.

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CAPITAL RESOURCES AND LIQUIDITY

    In the first six months of 2012, AIG paid down in full the remaining preferred interests in the AIA Group Limited (AIA) special purpose vehicle (the AIA SPV, and such interests, the AIA SPV Preferred Interests) held by the Department of the Treasury. In addition, the Department of the Treasury, as selling shareholder, completed two registered public offerings in March 2012 (the March Offering) and May 2012 (the May Offering, and together with the March Offering, the Equity Offerings) of AIG common stock, par value $2.50 per share (AIG Common Stock).

    In the March Offering, the Department of the Treasury sold approximately 207 million shares of AIG Common Stock for aggregate proceeds of approximately $6.0 billion. AIG purchased approximately 103 million shares of AIG Common Stock in the March Offering at the initial public offering price of $29.00 per share for an aggregate purchase amount of approximately $3.0 billion.

    In the May Offering, the Department of the Treasury sold approximately 189 million shares of AIG Common Stock for aggregate proceeds of approximately $5.7 billion. AIG purchased approximately 66 million shares of AIG Common Stock in the May Offering at the initial public offering price of $30.50 per share for an aggregate purchase amount of approximately $2.0 billion.

    As a result of the Department of the Treasury's sale of AIG Common Stock and AIG's purchase of shares in the Equity Offerings, ownership by the Department of the Treasury was reduced from approximately 77 percent to approximately 61 percent of the AIG Common Stock outstanding after the completion of the May Offering.

    AIG expects that the Department of the Treasury will seek to further reduce its ownership interest in AIG over time through additional secondary offerings or open market sales. Depending upon market conditions, available capital resources and liquidity, and any repurchase authorization then available, AIG may determine to participate as a purchaser in such secondary offerings.

    See Note 1 to the Consolidated Financial Statements and Capital Resources and Liquidity — Liquidity of Parent and Subsidiaries herein for further discussion and other capital resources and liquidity developments.


OUTLOOK

PRIORITIES FOR 2012

    AIG remains committed to its long-term aspirational goals and is focused on the following priorities for 2012:

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REGULATORY

    On October 18, 2011, the Financial Stability Oversight Council (the FSOC) published a second notice of proposed rulemaking and related interpretive guidance under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) regarding the designation of non-bank systemically important financial institutions (SIFIs). On April 3, 2012, the FSOC formally adopted the rule in substantially the same form as proposed. The rule sets forth a three-stage determination process for designating non-bank SIFIs. In Stage 1, FSOC would apply a set of uniform quantitative thresholds to identify the nonbank financial companies that will be subject to further evaluation. AIG expects that the FSOC will make its Stage 1 identifications before the end of 2012. Based on its financial condition as of June 30, 2012, AIG would meet the criteria in Stage 1 and would be subject to further evaluation by the FSOC in the SIFI determination process. Because Stages 2 and 3 would involve qualitative judgment by the FSOC, AIG cannot predict whether it would be designated as a non-bank SIFI under the rule.

    The SEC and the CFTC have adopted final rules defining major swap participant for purposes of Title VII of Dodd-Frank. The definitions contain quantitative tests to be applied on a quarterly basis. Based on these quantitative tests and the existing size of AIGFP's swap portfolio, it appears that both AIGFP and AIG Parent, as a guarantor of AIGFP's swaps, may need to register as major swap participants. However, interpretational issues remain with respect to the final rules, including the treatment of stable value contracts and the extra-territorial scope of the rules, and the precise time when the quantitative tests must be applied is uncertain. Accordingly, depending on the exact timing of the testing and the size of AIGFP's swap portfolio at that time, AIGFP and AIG Parent may not meet the quantitative tests for registration. If AIGFP and AIG Parent are required to register as major swap dealers, they will become subject to derivative transaction clearing, execution and reporting requirements, capital and margin requirements and business conduct rules.

    AIG's insurance companies, like other insurers, are subject to regulation and supervision by the states and jurisdictions in which they do business. State regulation relates primarily to financial condition as well as corporate conduct and market conduct activities; in particular, states have also become increasingly aggressive in using escheatment laws to seek recovery of unclaimed life insurance benefits. There are a number of proposals to amend state insurance laws and regulations, and a review of insurance solvency regulation throughout the U.S. regulatory system, which could significantly affect AIG's insurance businesses. At the federal level, Dodd-Frank will subject AIG's insurance subsidiaries, investment advisors, broker-dealers and their affiliates to additional federal regulation. In addition, regulators and lawmakers around the world are developing recommendations to address issues such as financial group supervision, corporate governance, enterprise risk management, capital and solvency standards, and related issues, which could potentially affect AIG and its subsidiaries.

    In March 2011, federal regulators, as required by Dodd-Frank, issued a proposed risk retention rule that included a definition of a Qualified Residential Mortgage (QRM) in respect of which issuers of asset-backed securities would not be subject to certain risk retention requirements. The QRM definition included, among other standards, a maximum loan-to-value ratio (LTV) of 80 percent for a home purchase transaction. The LTV is calculated without imputing any benefit from private mortgage insurance coverage that may be purchased for that loan. The final regulations could adversely impact UGC's volume of domestic first-lien new insurance written, depending on the final definition of a QRM, the maximum LTV allowed and the benefit, if any, ascribed to private mortgage insurance. In July 2012, federal regulators indicated that the final QRM regulations will not be issued until after the Consumer Financial Protection Bureau finalizes the Qualified Mortgage standards, expected sometime in 2013.

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CHARTIS

    Chartis expects that the current low interest rate environment and ongoing uncertainty in global economic conditions will continue to negatively impact financial results through at least the next 12 months, although improving trends in certain key indicators may offset the effect of some of these challenges. Beginning in the second quarter of 2011, Chartis has observed positive pricing trends, particularly in its U.S. commercial business. Chartis expects that expansion in certain growth economies will trend higher than in developed countries, albeit at reduced levels than had been expected previously due to revised economic assumptions for some of these nations.

Strategy

    Chartis continues to make progress with its strategy to grow higher value and less capital intensive lines of business, and to implement corrective actions on underperforming businesses. Management reviews each of the businesses to evaluate their contribution to overall performance objectives.

    Chartis seeks to provide value for people and businesses worldwide through the identification and efficient management of risk. In pursuing this mission and growing its intrinsic value, Chartis has established strategic initiatives in several key areas. Initiatives in these areas are helping Chartis direct its capital and resources to optimize financial results, while acknowledging that performance in these areas may vary from quarter to quarter depending on local market conditions, such as pricing and the effects of foreign exchange rates or changes in the investment environment.

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Capital Deployment

    In 2012, Chartis expects to continue to execute capital management initiatives by enhancing broad-based risk tolerance guidelines for its operating units, executing underwriting strategies, implementing its global reinsurance strategy to improve capital ratios, increasing return on equity by line of business and reducing exposure to businesses with inadequate pricing and increased loss trends.

    Chartis continues to streamline its legal entity structure, to enhance transparency with regulators and optimize capital and tax efficiency. In 2012, Chartis completed 25 legal entity and branch restructuring transactions. In preparation for Solvency II compliance, on December 1, 2011, Chartis Ireland was merged into Chartis Europe Limited as the first step towards achieving a single Pan-European insurance carrier that will simplify the legal entity structure in Europe by the end of 2012, subject to regulatory approval.

Investments

    For 2012, Chartis expects to continue to refine its investment strategy, which includes asset diversification and yield-enhancement opportunities that meet Chartis' liquidity, duration and credit quality objectives as well as current risk-return and tax objectives.

    See Segment Results — Chartis Operations — Chartis Results — Chartis Investing and Other Results and Note 5 to the Consolidated Financial Statements for additional information.


SUNAMERICA

    SunAmerica continues to pursue its goals of (i) expanding the breadth and depth of its distribution relationships, (ii) introducing innovative new products and product enhancements, (iii) disciplined life insurance underwriting and matching of assets and liability durations, (iv) maintaining a high quality investment portfolio and strong statutory surplus, (v) proactively managing expenses and, (vi) subject to regulatory approval, continuing to make distributions to AIG Parent. SunAmerica expects to continue to make progress on all of these efforts for the remainder of 2012.

Business Environment

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Organizational Realignment

    On April 12, 2012, SunAmerica announced several key organizational structure and management changes intended to better serve the organization's distribution partners and customers. Key aspects of the new structure are distinct product divisions, shared annuity and life operations platforms and a unified all-channel distribution organization with access to all SunAmerica products. Beginning in 2013, SunAmerica expects to modify its presentation of results when organizational changes are implemented and all prior periods' presentations will be conformed.

    SunAmerica intends to continue its efforts to consolidate its regulated insurance companies to implement a more efficient legal entity structure, while continuing to market products and services under currently existing brands. At the conclusion of this legal entity consolidation initiative, SunAmerica expects to reduce the number of its operating life insurance legal entities to three. Subject to receiving all necessary regulatory approvals, these legal entity mergers are targeted to be effective as of December 31, 2012.

Variable Annuities

    SunAmerica variable annuity sales increased due to access to broad distribution, including several new distributors and reinstatement in SunAmerica's largest pre-financial crisis distribution partner, as well as its innovative product offerings. In addition, several competitors have scaled back or ceased selling variable annuity products in 2012. As a result of a broad distribution network and a more favorable competitive environment, SunAmerica expects variable annuity sales to remain strong in 2012.

    SunAmerica has a dynamic hedging program designed to manage economic risk exposure associated with changes in the fair value of embedded derivative liabilities contained in certain variable annuity contracts, caused by changes in the equity markets, interest rates and market implied volatilities. SunAmerica substantially hedges its exposure to equity markets. However, due to regulatory capital considerations, a significant portion of SunAmerica's interest rate exposure is unhedged. In the first quarter of 2012, SunAmerica began purchasing U.S. Treasury bonds as a capital-efficient strategy to reduce this interest rate risk exposure over time. In addition, in

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2010 SunAmerica indexed living benefit fees to market volatility as measured by the Chicago Board Options Exchange Volatility Index (VIX), reducing SunAmerica's exposure to changes in market volatility. Beginning in 2012, SunAmerica launched a new product offering with a volatility-controlled fund, which further reduces SunAmerica's risk related to market volatility while offering a competitive benefit. The volatility-controlled fund seeks capital appreciation and current income while managing net equity exposure by investing a portion of SunAmerica's assets in accordance with a strategy designed to reduce the effects of volatility.

Fixed Annuities

    Changes in the interest rate environment affect the relative attractiveness of fixed annuities compared to alternative products. As a result of the current low interest rate environment, fixed annuity sales in the first six months of 2012 were significantly below 2011 levels. If the low interest rate environment continues, SunAmerica expects its fixed annuities sales (including deposits into fixed options within variable annuities sold in group retirement markets) to continue to decline for the remainder of 2012.

Life Insurance

    SunAmerica's strategic focus for mortality-based products includes disciplined underwriting, active expense management and product innovation. SunAmerica's distribution strategy is to grow new sales by strengthening the core retail independent and career agent distributor channels and expanding its market presence. In addition, SunAmerica is enhancing its service and technology platform through the consolidation of its life operations and administrative systems. These efforts are expected to result in an improved service delivery model and a more efficient operating platform over time.

Interest Crediting Rates

    The contractual provisions for renewal of crediting rates and guaranteed minimum crediting rates included in SunAmerica products may have the effect, in a continued low interest rate environment, of reducing SunAmerica's spreads and thus reducing future profitability. SunAmerica partially mitigates this interest rate risk through its asset-liability management process, product design elements, and crediting rate strategies. A prolonged low interest rate environment may, nevertheless, negatively affect spreads on interest-sensitive business.

    As of June 30, 2012, the majority of assets backing insurance liabilities consisted of intermediate- and long-term fixed maturity securities. SunAmerica generally purchases assets with the intent of matching expected maturities of the insurance liabilities. An extended low interest rate environment may result in a lengthening of maturities from initial estimates, primarily due to lower lapses. Opportunistic investments in structured securities continue to be made in order to improve yields, increase net investment income and help to offset the impact of the lower interest rate environment.

    SunAmerica's annuity and universal life products were designed with contractual provisions that allow crediting rates to be reset at pre-established intervals subject to minimum crediting rate guarantees. Therefore, on new business currently written, as well as on in-force business above minimum guarantees, SunAmerica has adjusted, and will continue to adjust, crediting rates in order to maintain targeted interest rate spreads.

    New fixed annuity sales have declined in the first six months of 2012 relative to the same period in 2011, as consumers appeared reluctant to purchase such annuities at the relatively lower crediting rates offered. However, even in the current interest rate environment, SunAmerica continues to pursue new sales at targeted interest rate spreads. These annuity products generally have minimum interest rate guarantees of 1 percent. Universal life insurance interest rate guarantees are generally 2 to 3 percent on new non-indexed products and 1 percent on new indexed products, and are designed to be sufficient to meet targeted interest spreads.

    As a result of these actions, SunAmerica estimates that if interest rates remain at or near current levels through the end of 2013, full year 2012 and 2013 pre-tax operating income will not be materially impacted. The effect would increase modestly in 2014.

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    As indicated in the table below, approximately 56 percent of SunAmerica's annuity and universal life account values are at their minimum crediting rates as of June 30, 2012, an increase from 45 percent at December 31, 2011 due to continued spread management actions taken through crediting rate changes. These products have minimum guaranteed interest rates as of June 30, 2012 ranging from 1.0 percent to 5.5 percent, with the higher rates representing guarantees on older products.

The following table presents account values by range of current minimum guaranteed interest rates and current crediting rates for SunAmerica's universal life and deferred fixed annuity products and fixed account options of variable annuity products:

   
 
  Current Crediting Rates  
June 30, 2012
Contractual Minimum Guaranteed
Interest Rate Account Values
(in millions)
  At Contractual
Minimum Guarantee

  1 - 50 Basis Points
Above Minimum
Guarantee

  More than 50 Basis
Points Above
Minimum Guarantee

  Total
 
   

Universal life insurance

                         

1%

  $ 12   $ -   $ 9   $ 21  

> 1% - 2%

    -     -     232     232  

> 2% - 3%

    92     198     1,538     1,828  

> 3% - 4%

    2,120     236     1,589     3,945  

> 4% - 5%

    4,415     81     198     4,694  

> 5% - 5.5%

    320     3     5     328  
   

Subtotal

  $ 6,959   $ 518   $ 3,571   $ 11,048  
   

Fixed annuities

                         

1%

  $ 569   $ 2,385   $ 6,366   $ 9,320  

> 1% - 2%

    3,435     8,149     11,752     23,336  

> 2% - 3%

    27,740     3,381     7,232     38,353  

> 3% - 4%

    12,557     1,931     573     15,061  

> 4% - 5%

    8,123     -     7     8,130  

> 5% - 5.5%

    243     -     5     248  
   

Subtotal

  $ 52,667   $ 15,846   $ 25,935   $ 94,448  
   

Total

  $ 59,626   $ 16,364   $ 29,506   $ 105,496  
   

Percentage of total

    56 %   16 %   28 %   100 %
   

    In addition to the products discussed above, certain traditional long-duration products for which SunAmerica does not have the ability to adjust interest rates, such as payout annuities, are exposed to reduced earnings and potential losses in a prolonged low interest rate environment.


AIRCRAFT LEASING

    On September 2, 2011, ILFC Holdings, Inc., an indirect wholly-owned subsidiary of AIG, which is intended to become a holding company for ILFC, filed a registration statement on Form S-1 with the SEC for a proposed initial public offering. The number of shares to be offered, price range and timing for any offering have not been determined. The timing of any offering will depend on market conditions and no assurance can be given regarding the terms of any offering or that an offering will be completed.

    Challenges in the global economy, including the European sovereign debt crisis, political uncertainty in the Middle East, and sustained higher fuel prices, have negatively impacted many airlines' profitability, cash flows and liquidity, and increased the probability that some airlines, including ILFC customers, will cease operations or file for bankruptcy. During the first six months of 2012, ILFC has had six lessees cease operations or file for bankruptcy (or its equivalent) and these lessees returned 45 aircraft to ILFC. As of July 24, 2012, 31 aircraft have been committed to new leases, 10 have been or are intended for part-out, one has been sold and three remain to be re-leased. Most of ILFC's lessees, like much of the international airline industry, are not publicly rated and are rated internally non-investment grade by AIG. Future events, including a prolonged recession, ongoing uncertainty

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regarding the European sovereign debt crisis, political unrest, continued weak consumer demand, high fuel prices, or restricted availability of credit to the aviation industry could lead to the weakening or cessation of operations of additional airlines, which in turn would adversely affect ILFC's earnings and cash flows.


OTHER OPERATIONS

Mortgage Guaranty

    The following will continue to affect results in 2012:

Global Capital Markets

    The remaining AIGFP portfolio continues to be wound down and is managed opportunistically, consistent with AIG's risk management objectives. The portfolio consists of interest rate, currency, commodity, and equity

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derivatives primarily to hedge trades with AIG affiliates and to further AIG's risk management objectives. Additionally, AIGFP has a credit default swap portfolio being managed for maximum economic benefit and limited risk. Although the portfolio may experience periodic fair value volatility, it consists predominantly of transactions AIG believes are of low complexity, low risk or currently not economically appropriate to unwind based on a cost versus benefit analysis.

    The overall hedging activity for AIG and its operating companies will be executed primarily by Global Capital Markets (GCM) through AIG Markets.

Direct Investment Book

    MIP assets and liabilities and certain non-derivative assets and liabilities of AIGFP (collectively, the Direct Investment book or DIB) are currently managed collectively on a single program basis to limit the need for additional liquidity from AIG Parent.

    Program management is focused on winding down this portfolio over time, and reducing and managing its liquidity needs, including the need for contingent liquidity arising from collateral posting for debt positions of the DIB. As part of this program management, AIG may from time to time access the capital markets, subject to market conditions. In addition, AIG may seek to buy back debt or sell assets on an opportunistic basis, subject to market conditions.

    As further discussed in Note 5 to the Consolidated Financial Statements, AIG received substantial distributions from ML III subsequent to June 30, 2012. A portion of those proceeds were re-invested by the DIB in certain CDO securities sold in the auctions of ML III assets and AIG expects to receive approximately $1.9 billion in proceeds from auctions completed through July 31, 2012 by mid-August. The FRBNY has continued to auction the remaining ML III assets and any proceeds from further sales of ML III assets by the FRBNY will be allocated 67 percent to the FRBNY and 33 percent to AIG. Proceeds received by AIG from such sales may be reinvested in CDO securities sold by ML III.

    Including the amounts to be received from completed auctions, the DIB will have more than $5 billion of liquidity in excess of the amount that AIG believes is necessary to meet all of the DIB maturing liabilities even in stress scenarios, without having to liquidate DIB assets or rely on additional liquidity from AIG Parent.

    Certain non-derivative assets and liabilities of the DIB, including CDO securities purchased from ML III, are accounted for under the fair value option and thus operating results are subject to periodic market volatility.

Retained Interests

    Retained Interests may continue to experience volatility due to fair value gains or losses on the AIA ordinary shares and the retained interests in ML III. At June 30, 2012, AIG owned approximately 19 percent of the outstanding ordinary shares of AIA. A change of one Hong Kong dollar in AIA's share price would result in an approximate $300 million change in AIG's pre-tax income.

    AIG is restricted from selling any of its remaining AIA ordinary shares to third parties or entering into hedging transactions that might protect AIG against fluctuations in the value of its remaining interest in AIA until September 4, 2012. After that date, AIG expects to monetize its investment in AIA ordinary shares from time to time depending on market conditions, AIG's liquidity position and opportunities for cash redeployment.

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    AIG has incorporated into this discussion a number of cross-references to additional information included throughout this Quarterly Report on Form 10-Q to assist readers seeking additional information related to a particular subject. The remainder of this MD&A is organized as follows:

 
Index
  Page
 

Results of Operations

  99

Consolidated Results

  99

Segment Results

  104

Chartis Operations

  106

Liability for Unpaid Claims and Claims Adjustment Expense

  117

SunAmerica Operations

  124

Aircraft Leasing Operations

  130

Other Operations

  132

Consolidated Comprehensive Income (Loss)

  138

Capital Resources and Liquidity

  140

Overview

  140

Liquidity Adequacy Management

  141

Analysis of Sources and Uses of Cash

  142

Liquidity of Parent and Subsidiaries

  143

Credit Facilities

  149

Contingent Liquidity Facilities

  150

Contractual Obligations

  151

Off-Balance Sheet Arrangements and Commercial Commitments

  151

Debt

  152

Credit Ratings

  155

Investments

  156

Investment Strategies

  156

Investment Highlights

  156

Impairments

  166

Enterprise Risk Management

  171

Overview

  171

Credit Risk Management

  171

Market Risk Management

  177

Critical Accounting Estimates

  178
 

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RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

The following table presents AIG's condensed consolidated results of operations:

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Revenues:

                                     

Premiums

  $ 9,619   $ 9,898     (3 )% $ 19,080   $ 19,380     (2 )%

Policy fees

    674     682     (1 )   1,365     1,366     -  

Net investment income

    4,481     4,464     -     11,586     10,033     15  

Net realized capital gains (losses)

    397     75     429     147     (660 )   NM  

Aircraft leasing revenue

    1,123     1,134     (1 )   2,279     2,290     -  

Other income

    829     427     94     1,109     1,710     (35 )
   

Total revenues

    17,123     16,680     3     35,566     34,119     4  
   

Benefits, claims and expenses:

                                     

Policyholder benefits and claims incurred

    7,769     8,086     (4 )   14,871     17,045     (13 )

Interest credited to policyholder account balances

    1,064     1,114     (4 )   2,133     2,220     (4 )

Amortization of deferred acquisition costs

    1,472     1,322     11     2,819     2,553     10  

Other acquisition and insurance expenses

    2,264     2,129     6     4,522     4,097     10  

Interest expense

    954     1,001     (5 )   1,907     2,085     (9 )

Aircraft leasing expenses

    646     578     12     1,271     1,207     5  

Net loss on extinguishment of debt

    11     79     (86 )   32     3,392     (99 )

Other expenses

    1,192     577     107     1,676     1,036     62  
   

Total benefits, claims and expenses

    15,372     14,886     3     29,231     33,635     (13 )
   

Income from continuing operations before income tax expense (benefit)

    1,751     1,794     (2 )   6,335     484     NM  

Income tax expense (benefit)

    (593 )   (296 )   (100 )   555     (522 )   NM  
   

Income from continuing operations

    2,344     2,090     12     5,780     1,006     475  

Income (loss) from discontinued operations,
net of income tax expense (benefit)

    (5 )   (37 )   86     8     2,548     (100 )
   

Net income

    2,339     2,053     14     5,788     3,554     63  
   

Less: Net income attributable to noncontrolling interests

    7     217     (97 )   248     421     (41 )
   

Net income attributable to AIG

  $ 2,332   $ 1,836     27 % $ 5,540   $ 3,133     77 %
   

    Significant factors affecting items for the three- and six-month periods ended June 30, 2012 and 2011 are discussed below.

Premiums and Policy Fees

    Premiums decreased in the three- and six-month periods ended June 30, 2012 compared to the same periods in 2011 primarily due to declines in Commercial Insurance, resulting from enhanced risk selection and the continued execution of strategic initiatives to improve pricing and loss ratios. These were partially offset by increases in Consumer Insurance, resulting from the business mix shift towards higher value lines and continued investment in the direct marketing channel.

    Policy fees decreased slightly in the three-and six month periods ended June 30, 2012 compared to the same periods in 2011 due to lower variable annuity living benefit fees.

AIG 2012 Form 10-Q            99


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The following table summarizes the components of consolidated Net investment income:

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Fixed maturity securities, including short-term investments

  $ 3,180   $ 3,039     5 % $ 6,284   $ 5,730     10 %

Change in fair value of ML II

    -     (176 )   NM     246     75     228  

Change in fair value of ML III

    1,306     (667 )   NM     2,558     77     NM  

Change in fair value of AIA securities including realized gain in 2012

    (493 )   1,521     NM     1,302     2,583     (50 )

Change in the fair value of MetLife securities prior to their sale

    -     -     NM     -     (157 )   NM  

Equity securities

    21     16     31     32     34     (6 )

Interest on mortgage and other loans

    264     263     -     529     530     -  

Alternative investments*

    280     470     (40 )   695     1,124     (38 )

Mutual funds

    (14 )   12     NM     (6 )   61     NM  

Real estate

    32     27     19     58     52     12  

Other investments

    62     76     (18 )   167     168     (1 )
   

Total investment income

    4,638     4,581     1     11,865     10,277     15  

Investment expenses

    157     117     34     279     244     14  
   

Net investment income

  $ 4,481   $ 4,464     - % $ 11,586   $ 10,033     15 %
   
*
Includes hedge funds, private equity funds and affordable housing partnerships.

    Net investment income for the three months ended June 30, 2012 was consistent with the same period in 2011. The fair value of AIG's ML III interest increased in the current period compared to the three months ended June 30, 2011. This increase was offset by a decrease in the fair value of AIA securities in the current period compared to an increase in the prior period.

    Net investment income for the six months ended June 30, 2012 improved from the same period of 2011, primarily due to:

    The increases were partially offset by:

100            AIG 2012 Form 10-Q


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Net Realized Capital Gains (Losses)

The following table summarizes the components of consolidated Net realized capital gains (losses):

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Sales of fixed maturity securities

  $ 852   $ 624     37 % $ 1,326   $ 757     75 %

Sales of equity securities

    13     37     (65 )   461     140     229  

Other-than-temporary impairments:

                                     

Severity

    (10 )   (13 )   23     (14 )   (21 )   33  

Change in intent

    (2 )   -     NM     (22 )   (4 )   (450 )

Foreign currency declines

    (1 )   (3 )   67     (6 )   (5 )   (20 )

Issuer-specific credit events

    (202 )   (162 )   (25 )   (788 )   (390 )   (102 )

Adverse projected cash flows

    (1 )   (3 )   67     (4 )   (16 )   75  

Provision for loan losses

    24     (18 )   NM     26     (35 )   NM  

Change in the fair value of MetLife securities prior to their sale

    -     -     NM     -     (191 )   NM  

Foreign exchange transactions

    184     (342 )   NM     (48 )   (1,030 )   95  

Derivative instruments

    (398 )   153     NM     (659 )   372     NM  

Other

    (62 )   (198 )   69     (125 )   (237 )   47  
   

Net realized capital gains (losses)

  $ 397   $ 75     429   $ 147   $ (660 )   NM  
   

    AIG recognized higher net realized capital gains in the three-month period ended June 30, 2012 compared to the same period in 2011 due to higher gains on the sales of fixed maturity securities, due in part to a program that resulted in the utilization of capital loss tax carryforwards in the SunAmerica operations, lower impairments on life settlement contracts, which are included in Other in the above table, and foreign exchange gains during the three-month period ended June 30, 2012, reflecting the strengthening of the U.S. dollar against the euro and the British pound. These gains were partially offset by the following:

    AIG recognized net realized capital gains in the six-month period ended June 30, 2012 compared to net realized capital losses in the same period in 2011 due to the following:

    These gains were partially offset by the following:

AIG 2012 Form 10-Q            101


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Aircraft Leasing Revenues and Expenses

    Aircraft leasing revenue decreased slightly in the three- and six-month periods ended June 30, 2012, primarily due to the impact of early returns of aircraft from bankrupt lessees and lower lease revenue earned on re-leased aircraft in its fleet and the limited delivery schedule of new aircraft over the past year, partially offset by an increase from the consolidation of AeroTurbine commencing in October 2011. In the second quarter of 2012, ILFC's average fleet size remained relatively stable compared to the corresponding period in 2011.

    ILFC recorded impairment charges, and fair value adjustments and lease-related charges of $75 million and $130 million in the three- and six-month periods ended June 30, 2012, respectively, compared to $42 million and $155 million in the three- and six-month periods ended June 30, 2011, respectively. See Segment Results — Aircraft Leasing Operations — Aircraft Leasing Results for additional information.

Other Income and Expenses

    The increase in Other income for the three-month period ended June 30, 2012 was driven by:

    The decrease in Other income for the six-month period ended June 30, 2012 was driven by:

    In addition, Other income decreased in the three and six months ended June 30, 2012, due to lower gains on real estate dispositions and equity losses on real estate investments.

    Other expenses increased in the three and six months ended June 30, 2012 due to an increase in estimated litigation liability during the second quarter of 2012 of approximately $719 million, partially offset by lower restructuring and pension expenses.

102            AIG 2012 Form 10-Q


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Policyholder Benefits and Claims Incurred

    Policyholder benefits and claims incurred decreased in the three- and six-month periods ended June 30, 2012 as a result of lower catastrophe losses for Chartis in 2012 compared to 2011, primarily due to the U.S. tornadoes in the second quarter of 2011 and the Tohoku Catastrophe in Japan and earthquakes in New Zealand in the first quarter of 2011. The results for the three- and six-month periods ended June 30, 2011 also include a provision of approximately $100 million in estimated reserves for incurred but not reported death claims in conjunction with the use of the Social Security Death Master File to identify potential claims not yet presented.

Other Acquisition and Insurance Expenses

    Amortization of deferred acquisition costs increased in the three- and six-month periods ended June 30, 2012 compared to the same periods in 2011 primarily due to Chartis' continued strategy to grow the higher margin Consumer Insurance business, which carries higher acquisition costs than Commercial Insurance, and change its mix of business within Commercial and Consumer Insurance to more profitable lines with higher acquisition costs.

    Other acquisition and insurance expenses increased in the three- and six-month periods ended June 30, 2012 compared to the same periods in 2011 due to increases in bad debt expense, direct marketing expense, compensation expense and expenses related to strategic initiatives for Chartis, and as a result of a decrease in the benefit from the amortization of VOBA liabilities arising from the Fuji acquisition.

Interest Expense

    Interest expense decreased in the three- and six-month periods ended June 30, 2012 compared to the same periods in 2011 primarily as a result of a net reduction in outstanding debt. Interest expense on the FRBNY Credit Facility was $72 million in 2011 through the date of termination, including amortization of the prepaid commitment fee asset of $48 million.

Loss on Extinguishment of Debt

    The decline in loss on extinguishment of debt reflects the effect of the $3.3 billion charge for the six-month period ended June 30, 2011 consisting of the accelerated amortization of the remaining prepaid commitment fee asset resulting from the termination of the FRBNY Credit Facility.

Income Taxes

Interim Tax Calculation Method

    AIG uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual effective tax rate. In these cases, the actual tax expense or benefit applicable to those items is treated discretely, and is reported in the same period as the related item. For the three and six-month periods ended June 30, 2012, the tax effects of the gains on ML II and certain dispositions, including a portion of the ordinary shares of AIA and common units of The Blackstone Group L.P., as well as certain actual gains on SunAmerica's available-for-sale securities were treated as discrete items. Those changes in the valuation allowance, which were reflected in the three- and six-month periods ended June 30, 2012 were also treated as discrete items.

Interim Tax Expense (Benefit)

    For the three- and six-month periods ended June 30, 2012, the effective tax rates on pretax income from continuing operations were (33.8) and 8.8 percent, respectively. The effective tax rates for the three- and six-month periods ended June 30, 2012, attributable to continuing operations differ from the statutory tax rate of 35 percent primarily due to tax effects associated with tax exempt interest income and investments in partnerships,

AIG 2012 Form 10-Q            103


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adjustments to the tax bases of certain foreign aircraft leases and a decrease in the life-insurance-business capital loss carryforward valuation allowance. These items were partially offset by changes in uncertain tax positions.

    For the three- and six-month periods ended June 30, 2011, the effective tax rates on pretax income from continuing operations were (16.5) and (108.1) percent, respectively. The effective tax rates for the three- and six-month periods ended June 30, 2011, attributable to continuing operations differed from the statutory rate of 35 percent primarily due to a decrease in the valuation allowance attributable to continuing operations for the U.S. consolidated income tax group, tax effects associated with tax exempt interest income, investments in partnerships, and changes in uncertain tax positions.

    See Note 12 to the Consolidated Financial Statements for additional information.

Discontinued Operations

    Results from discontinued operations for the six months ended June 30, 2011 include a pre-tax gain of $3.5 billion on the sale of AIG Star Life Insurance Co., Ltd. (AIG Star) and AIG Edison Life Insurance Company (AIG Edison). See Note 13 to the Consolidated Financial Statements for further discussion.


SEGMENT RESULTS

    AIG presents and discusses its financial information using the following measures, which it believes are most meaningful to its financial statement users:

    Results from discontinued operations are excluded from these measures.

    AIG believes that these measures allow for a better assessment and enhanced understanding of the operating performance of each business by highlighting the results from ongoing operations and the underlying profitability of its businesses. When such measures are disclosed, reconciliations to GAAP pre-tax income or unadjusted ratios are provided.

104            AIG 2012 Form 10-Q


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The following table summarizes the operations of each reportable segment. See also Note 3 to the Consolidated Financial Statements.

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Total revenues:

                                     

Chartis

  $ 10,020   $ 10,218     (2 )% $ 19,818   $ 20,098     (1 )%

SunAmerica

    4,213     3,896     8     7,909     7,735     2  

Aircraft Leasing

    1,121     1,119     -     2,275     2,260     1  
   

Total reportable segments

    15,354     15,233     1     30,002     30,093     -  

Other Operations

    1,869     1,565     19     5,872     4,297     37  

Consolidation and eliminations

    (100 )   (118 )   15     (308 )   (271 )   (14 )
   

Total

    17,123     16,680     3     35,566     34,119     4  
   

Pre-tax income (loss):

                                     

Chartis

    961     826     16     1,871     452     314  

SunAmerica

    777     766     1     1,639     1,733     (5 )

Aircraft Leasing

    86     87     (1 )   206     207     -  
   

Total reportable segments

    1,824     1,679     9     3,716     2,392     55  

Other Operations

    (116 )   87     NM     2,620     (1,910 )   NM  

Consolidation and eliminations

    43     28     54     (1 )   2     NM  
   

Total

  $ 1,751   $ 1,794     (2 )% $ 6,335   $ 484     NM %
   

Chartis Highlights

AIG 2012 Form 10-Q            105


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Chartis Operations

    Chartis presents its financial information in two operating segments — Commercial Insurance and Consumer Insurance, as well as a Chartis Other category.

    Commercial Insurance distributes its products through a network of agencies, independent retail and wholesale brokers, and branches. These products are categorized into four major lines of business:

    Consumer Insurance provides personal insurance solutions for individuals, organizations and families. Consumer product lines are distributed through agents and brokers, as well as through direct marketing, partner organizations and the internet. Consumer Insurance products are categorized into two major lines of business:

    Chartis Other consists primarily of certain run-off lines of business, including Excess Workers' Compensation written on a stand-alone basis and Asbestos and Environmental (1986 and prior), certain Chartis expenses relating to global corporate initiatives, expense allocations from AIG Parent not attributable to the Commercial Insurance or Consumer Insurance operating segments, unallocated net investment income and net realized capital gains and losses.

    The historical Chartis financial information has been revised to reflect the reclassification of certain products that were previously reported in the Commercial Insurance operating segment to the Consumer Insurance operating segment. This change aligns the financial reporting with the changes made during 2012 to the manner in which AIG's chief operating decision makers review the business to assess performance and make decisions about resources to be allocated. These revisions did not impact the total Chartis reportable segment results previously reported.

    Chartis distributes its products through three major geographic regions:

106            AIG 2012 Form 10-Q


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    Commencing in the fall of 2012, Chartis will be renamed AIG, although certain existing brands may continue to be used.

Chartis Results

The following table presents Chartis results:

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Commercial Insurance

                                     

Underwriting results:

                                     

Net premiums written

  $ 5,564   $ 5,723     (3 )% $ 10,787   $ 11,447     (6 )%

Increase in unearned premiums

    (198 )   (106 )   (87 )   (233 )   (548 )   57  
   

Net premiums earned

    5,366     5,617     (4 )   10,554     10,899     (3 )

Claims and claims adjustment expenses
incurred

    3,962     4,498     (12 )   7,808     9,704     (20 )

Underwriting expenses

    1,531     1,310     17     3,049     2,554     19  
   

Underwriting loss

    (127 )   (191 )   34     (303 )   (1,359 )   78  

Net investment income

    721     820     (12 )   1,462     1,604     (9 )
   

Operating income

  $ 594   $ 629     (6 )% $ 1,159   $ 245     373 %
   

Consumer Insurance

                                     

Underwriting results:

                                     

Net premiums written

  $ 3,528   $ 3,439     3 % $ 7,125   $ 6,856     4 %

Increase in unearned premiums

    (79 )   (46 )   (72 )   (180 )   (117 )   (54 )
   

Net premiums earned

    3,449     3,393     2     6,945     6,739     3  

Claims and claims adjustment expenses incurred

    2,043     2,102     (3 )   4,073     4,599     (11 )

Underwriting expenses

    1,329     1,321     1     2,677     2,513     7  
   

Underwriting profit (loss)

    77     (30 )   NM     195     (373 )   NM  

Net investment income

    115     89     29     231     177     31  
   

Operating income (loss)

  $ 192   $ 59     225 % $ 426   $ (196 )   NM %
   

Other

                                     

Underwriting results:

                                     

Net premiums written

  $ 3   $ 5     (40 )% $ 3   $ 30     (90 )%

Decrease in unearned premiums

    2     18     (89 )   6     16     (63 )
   

Net premiums earned

    5     23     (78 )   9     46     (80 )

Claims and claims adjustment expenses incurred

    74     80     (8 )   107     133     (20 )

Underwriting expenses

    98     81     21     191     143     34  
   

Underwriting loss

    (167 )   (138 )   (21 )   (289 )   (230 )   (26 )

Net investment income

    317     233     36     683     540     26  
   

Operating income

    150     95     58     394     310     27  

Net realized capital gains (losses)

    23     43     (47 )   (112 )   93     NM  

Other income (expense) – net

    2     -     NM     4     -     NM  
   

Pre-tax income

  $ 175   $ 138     27 % $ 286   $ 403     (29 )%
   

AIG 2012 Form 10-Q            107


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  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Total Chartis

                                     

Underwriting results:

                                     

Net premiums written           

  $ 9,095   $ 9,167     (1 )% $ 17,915   $ 18,333     (2 )%

Increase in unearned premiums

    (275 )   (134 )   (105 )   (407 )   (649 )   37  
   

Net premiums earned           

    8,820     9,033     (2 )   17,508     17,684     (1 )

Claims and claims adjustment expenses incurred           

    6,079     6,680     (9 )   11,988     14,436     (17 )

Underwriting expenses           

    2,958     2,712     9     5,917     5,210     14  
   

Underwriting loss

    (217 )   (359 )   40     (397 )   (1,962 )   80  

Net investment income

    1,153     1,142     1     2,376     2,321     2  
   

Operating income

    936     783     20     1,979     359     451  

Net realized capital gains (losses)

    23     43     (47 )   (112 )   93     NM  

Other income (expense) – net           

    2     -     NM     4     -     NM  
   

Pre-tax income

  $ 961   $ 826     16 % $ 1,871   $ 452     314 %
   

    Operating income increased in the three- and six-month periods ended June 30, 2012, primarily reflecting lower catastrophe losses and underwriting improvements related to rate increases, enhanced risk selection and a reduced loss-sensitive Casualty book of business, partially offset by higher acquisition costs as a result of the change in business mix from Commercial Insurance to Consumer Insurance. General operating expenses increased due to the continued investment in strategic initiatives during 2012. In addition, Chartis incurred higher personnel costs, as it continued to attract, retain and develop its human capital and seeks to better align employee performance with Chartis and AIG strategic goals. Catastrophe losses adjusted for reinstatement premiums were $328 million and $408 million in the three- and six-month periods ended June 30, 2012, respectively, compared to $539 million and $2.3 billion in the respective prior year periods. The three and six months ended June 30, 2012 also benefited from a $100 million increase in reserve discount. Net prior year adverse development including related premium adjustments was $137 million and $184 million in the three- and six-month periods ended June 30, 2012, respectively, compared to net prior year favorable development of $8 million and $20 million in the respective prior year periods. In 2012, net prior year adverse development was due to claims emergence in the Chartis Environmental business (policies written after 1987), the legacy environmental exposures (1986 and prior), and excess casualty lines, partially offset by favorable development from catastrophe-related reserves of $106 million and $254 million in the three- and six-month periods ended June 30, 2012, respectively. In 2011, net prior year adverse development was due to the impact of claims emergence in non-catastrophic reserves, reduced by additional premiums, offset by favorable development from catastrophes of $11 million and $50 million in the three- and six-month periods ended June 30, 2011, respectively. The increase in the favorable development from catastrophe-related reserves is due primarily to the unique severity of 2011 catastrophes.

    See Liability for Unpaid Claims and Claims Adjustment Expense for further discussion of discounting of reserves and prior year development.

Commercial Insurance Quarterly and Year-to-Date Results

    Operating income in the three-month period ended June 30, 2012 decreased, reflecting an increase in acquisition expenses coupled with a decrease in the allocated net investment income, primarily due to a decrease in the risk free rate. Acquisition expenses increased as a result of a decrease in loss sensitive business as Chartis moves towards higher value lines, and increased market competition. This is partially offset by lower catastrophe losses and the impact of underwriting improvements related to rate increases and enhanced risk selection. The current period benefited from a $100 million increase in reserve discount. In the three-month period ended June 30, 2012, catastrophe losses, adjusted for reinstatement premiums were $288 million compared to $470 million in the same period in 2011. Net prior year adverse development including related premium

108            AIG 2012 Form 10-Q


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adjustments was $123 million in the three-month period ended June 30, 2012 compared to favorable development of $43 million in the prior year period.

    Operating income in the six-month period ended June 30, 2012 increased, reflecting lower catastrophe losses, the impact of underwriting improvements related to rate increases and enhanced risk selection and an increase in reserve discount, partially offset by higher acquisition costs and a decrease in the allocated net investment income due to a decrease in the risk free rate. The current period benefited from a $100 million increase in reserve discount. Catastrophe losses, adjusted for reinstatement premiums, in 2012 were $364 million compared to $1.7 billion in 2011 as the prior year included the impact of the Tohoku Catastrophe in Japan and the earthquakes in New Zealand. Acquisition costs increased primarily as a result of higher commission expense due to a decrease in loss sensitive business as Chartis moves towards higher value lines. In 2012, net prior year adverse development was $171 million compared to net prior year favorable development of $60 million in the prior year.

Consumer Insurance Quarterly and Year-to-Date Results

    Operating income in the three- and six-month periods ended June 30, 2012 increased primarily due to the combination of lower catastrophe losses, the effect of rate increases and underwriting improvements related to enhanced risk selection and portfolio management, and higher allocated net investment income, which were partially offset by higher acquisition costs. In the six-month period ended June 30, 2012, expenses increased primarily as a result of a change in the mix of business to higher value lines with higher acquisition costs, increased investment in direct marketing, and a decrease in the benefit from the amortization of VOBA liabilities recognized at the time of the Fuji acquisition. Catastrophe losses for the three- and six-month periods ended 2012 were $40 million and $44 million, respectively, compared to $69 million and $558 million during the same period in the prior year. Net prior year favorable development was $36 million and $50 million in the three- and six-month periods ended June 30, 2012, respectively, compared to net prior year adverse development of $28 million in each of the respective prior year periods.

Chartis Net Premiums Written

    Net premiums written are the sales of an insurer, adjusted for reinsurance premiums assumed and ceded, during a given period. Net premiums earned are the revenue of an insurer for covering risk during a given period. Net premiums written are a measure of performance for a sales period while net premiums earned are a measure of performance for a coverage period. From the period in which the premiums are written until the period in which they are earned, the amount is presented as a component of unearned premiums in the consolidated balance sheet.

AIG 2012 Form 10-Q            109


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The following table presents Chartis net premiums written by major line of business:

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Commercial Insurance

                                     

Casualty

  $ 2,181   $ 2,531     (14 )% $ 4,533   $ 5,262     (14 )%

Property

    1,447     1,320     10     2,418     2,335     4  

Specialty

    860     875     (2 )   1,851     1,831     1  

Financial lines

    1,076     997     8     1,985     2,019     (2 )
   

Total net premiums written

  $ 5,564   $ 5,723     (3 )% $ 10,787   $ 11,447     (6 )%
   

Consumer Insurance

                                     

Accident & Health

  $ 1,696   $ 1,649     3 % $ 3,502   $ 3,373     4 %

Personal lines           

    1,832     1,790     2     3,623     3,483     4  
   

Total net premiums written

  $ 3,528   $ 3,439     3 % $ 7,125   $ 6,856     4 %
   

Other

    3     5     (40 )   3     30     (90 )
   

Total Chartis net premiums written

  $ 9,095   $ 9,167     (1 )% $ 17,915   $ 18,333     (2 )%
   


Commercial Insurance Net Premiums Written

    In 2012, Commercial Insurance continued to concentrate on growing higher value business. The decrease in net premiums written in each period was primarily due to enhanced risk selection, particularly in the Casualty line of business. This is consistent with Chartis' business strategy to improve pricing and loss ratios and to not renew business that does not meet Chartis' internal performance or operating targets. Retentions are in line with management's expectations based on the execution of these strategic initiatives.

    Casualty net premiums written decreased in both periods primarily due to the continuation of Chartis' strategic initiatives related to improved risk selection and rate increases. The continuation of the restructuring of the loss sensitive book of business in the Americas resulted in a reduction of net premiums written of $75 million and $222 million in the three- and six-month periods ended June 30, 2012, respectively. Further, management continued to emphasize higher value lines, while taking corrective action in lines and accounts that do not meet internal performance targets, including U.S. workers' compensation and European primary casualty.

    Property net premiums written increased in both periods due to a restructuring of a reinsurance program as part of Chartis' decision to retain more favorable risks while continuing to manage aggregate exposure. Catastrophe exposed business retained in the Americas and Asia Pacific region also benefitted from rate increases.

    Specialty net premiums written for the three-month period ended June 30, 2012 decreased due to the continuation of Chartis' strategic initiatives related to improved risk selection, particularly within products provided to small and medium enterprises, which was partially offset by the restructuring of a reinsurance program. Specialty net premiums written for the six-month period ended June 30, 2012 increased slightly as Chartis continues to shift its business mix towards higher value lines, particularly in aerospace and trade credit.

    Financial lines net premiums written for the three-month period ended June 30, 2012 increased primarily due to growth in Asia Pacific and the Americas. Financial lines net premiums written for the six-month period ended June 30, 2012 decreased as 2011 benefited from a multi-year Errors and Omissions policy in the Americas that produced net premiums written of $148 million.


Consumer Insurance Net Premiums Written

    The Consumer Insurance business continued to grow its net premiums written and build momentum through its multiple distribution channels and focus on the growth economy nations. Consumer Insurance is well-diversified

110            AIG 2012 Form 10-Q


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across the major lines of business and has global strategies that are executed across its regions to enhance customer relationships and business performance.

    Consumer Insurance currently has direct marketing operations in over 50 countries, and management continued to emphasize the growth of this channel, which accounts for 15 percent of its overall net premiums written. Total global direct marketing spending outside the Americas region has increased by approximately 20 percent in the three- and six-month periods ended June 30, 2012, respectively, from the same periods in 2011.

    A&H net premiums written increased in both periods due to the implementation of the strategic partnership with American General, strong growth of new business sales in Fuji Life, direct marketing programs in Japan and other Asia Pacific nations and growth in individual personal travel. This was partially offset by the continuing strategies to reposition U.S. direct marketing, as well as pricing and underwriting actions in Europe.

    Personal lines net premiums written increased in both periods primarily due to the execution of Chartis' strategic initiative to grow higher value lines of business such as personal property. Auto net premiums written grew slightly while its proportion of the portfolio declined due to management focus on diversifying the global base.


Chartis Other Net Premiums Written

    Substantially all premiums reported in Chartis Other relate to Excess Workers' Compensation, written on a stand-alone basis. During 2011, as part of its ongoing initiatives to reduce exposure to capital intensive long-tail lines, Chartis determined to cease writing Excess Workers' Compensation business on a stand-alone basis. This line of business is subject to premium audits (upon the expiration of the underlying policy) and as a result, Chartis Other will reflect the effects of premium audit activity through subsequent years.

The following table presents Chartis' net premiums written by region:

   
 
  Three Months Ended
June 30,
   
   
  Six Months Ended
June 30,
   
   
 
 
  Percentage
Change in
U.S.
dollars

  Percentage
Change in
Original
Currency

  Percentage
Change in
U.S.
dollars

  Percentage
Change in
Original
Currency

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Commercial Insurance:

                                                 

Americas

  $ 3,962   $ 4,238     (7 )%   (7 )% $ 7,045   $ 7,659     (8 )%   (8 )%

Asia Pacific

    538     460     17     17     989     899     10     8  

EMEA

    1,064     1,025     4     8     2,753     2,889     (5 )   (2 )
   

Total net premiums written

  $ 5,564   $ 5,723     (3 )%   (2 )% $ 10,787   $ 11,447     (6 )%   (5 )%
   

Consumer Insurance:

                                                 

Americas

  $ 948   $ 916     3 %   4 % $ 1,972   $ 1,827     8 %   9 %

Asia Pacific

    2,154     2,032     6     6     4,175     3,949     6     3  

EMEA

    426     491     (13 )   (7 )   978     1,080     (9 )   (6 )
   

Total net premiums written

  $ 3,528   $ 3,439     3 %   3 % $ 7,125   $ 6,856     4 %   3 %
   

Chartis Other:

                                                 

Americas

  $ 1   $ 5     (80 )%   (80 )% $ 1   $ 30     (97 )%   (97 )%

Asia Pacific

    2     -     NM     NM     2     -     NM     NM  
   

Total net premiums written

  $ 3   $ 5     (40 )%   (40 )% $ 3   $ 30     (90 )%   (90 )%
   

Total Chartis:

                                                 

Americas

  $ 4,911   $ 5,159     (5 )%   (5 )% $ 9,018   $ 9,516     (5 )%   (5 )%

Asia Pacific

    2,694     2,492     8     8     5,166     4,848     7     4  

EMEA

    1,490     1,516     (2 )   3     3,731     3,969     (6 )   (3 )
   

Total net premiums written

  $ 9,095   $ 9,167     (1 )%   NM % $ 17,915   $ 18,333     (2 )%   (2 )%
   

    AIG transacts business in most major foreign currencies. The primary currencies resulting in foreign exchange fluctuations in net premiums written are the British pound, euro and Japanese yen.

AIG 2012 Form 10-Q            111


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    The Americas net premiums written decreased in both periods, primarily due to the restructuring of the loss sensitive Casualty book of business and Specialty workers compensation. This was partially offset by continued growth in Consumer Insurance, which was primarily attributable to increases in the U.S. personal accident business, the strategic group benefits partnership with American General, and all personal property lines.

    Asia Pacific net premiums written increased in both periods due to growth in Consumer Insurance, which was primarily driven by A&H, personal property, direct marketing and travel written in Japan. The expansion in Asia Pacific countries outside Japan also continued, supported by growth in direct marketing, individual personal accident insurance in China and nearly all Personal Lines products.

    EMEA net premiums written decreased in both periods primarily due to the impact of foreign exchange as the U.S. dollar strengthened against the British pound and euro. Excluding foreign exchange, net premiums written increased in the three-month period ended June 30, 2012 mainly due to a reduction of reinsurance protection in the Property and Specialty lines of Commercial Insurance. For the six-month period ended June 30, 2012, the EMEA net premiums written decreased due to the execution of underwriting discipline, a reduction in primary casualty as it did not meet internal performance targets, and rate strengthening initiatives on new and renewal business for Commercial Insurance. Consumer Insurance is focused on re-building its direct marketing programs that it previously shared with American Life Insurance Company (ALICO).

Chartis Underwriting Ratios

The following table presents the Chartis combined ratios based on GAAP data and a reconciliation to the accident year combined ratio, as adjusted:

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Increase
(Decrease)

  Increase
(Decrease)

 
 
  2012
  2011
  2012
  2011
 
   

Commercial Insurance

                                     

Loss ratio

    73.8     80.1     (6.3 )   74.0     89.0     (15.0 )

Catastrophe losses and reinstatement premiums

    (5.3 )   (8.3 )   3.0     (3.5 )   (15.5 )   12.0  

Prior year development net of premium adjustments

    (2.2 )   0.3     (2.5 )   (1.5 )   0.2     (1.7 )

Change in discount

    1.9     -     1.9     0.9     -     0.9  
   

Accident year loss ratio, as adjusted

    68.2     72.1     (3.9 )   69.9     73.7     (3.8 )
   

Expense ratio

    28.5     23.3     5.2     28.9     23.4     5.5  
   

Combined ratio

    102.3     103.4     (1.1 )   102.9     112.4     (9.5 )

Catastrophe losses and reinstatement premiums

    (5.3 )   (8.3 )   3.0     (3.5 )   (15.5 )   12.0  

Prior year development net of premium adjustments

    (2.2 )   0.3     (2.5 )   (1.5 )   0.2     (1.7 )

Change in discount

    1.9     -     1.9     0.9     -     0.9  
   

Accident year combined ratio, as adjusted

    96.7     95.4     1.3     98.8     97.1     1.7  
   

112            AIG 2012 Form 10-Q


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  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Increase
(Decrease)

  Increase
(Decrease)

 
 
  2012
  2011
  2012
  2011
 
   

Consumer Insurance

                                     

Loss ratio

    59.2     62.0     (2.8 )   58.6     68.2     (9.6 )

Catastrophe losses and reinstatement premiums

    (1.1 )   (2.1 )   1.0     (0.6 )   (8.2 )   7.6  

Prior year development net of premium adjustments

    1.0     (0.8 )   1.8     0.7     (0.5 )   1.2  
   

Accident year loss ratio, as adjusted

    59.1     59.1     -     58.7     59.5     (0.8 )
   

Expense ratio

    38.5     38.9     (0.4 )   38.5     37.3     1.2  
   

Combined ratio

    97.7     100.9     (3.2 )   97.1     105.5     (8.4 )

Catastrophe losses and reinstatement premiums

    (1.1 )   (2.1 )   1.0     (0.6 )   (8.2 )   7.6  

Prior year development net of premium adjustments

    1.0     (0.8 )   1.8     0.7     (0.5 )   1.2  
   

Accident year combined ratio, as adjusted

    97.6     98.0     (0.4 )   97.2     96.8     0.4  
   

Total Chartis

                                     

Loss ratio

    68.9     74.0     (5.1 )   68.5     81.6     (13.1 )

Catastrophe losses and reinstatement premiums

    (3.7 )   (6.0 )   2.3     (2.4 )   (12.7 )   10.3  

Prior year development net of premium adjustments

    (1.5 )   (0.2 )   (1.3 )   (1.0 )   (0.1 )   (0.9 )

Change in discount

    1.1     (0.1 )   1.2     0.4     (0.2 )   0.6  
   

Accident year loss ratio, as adjusted

    64.8     67.7     (2.9 )   65.5     68.6     (3.1 )
   

Expense ratio

    33.5     30.0     3.5     33.8     29.5     4.3  
   

Combined ratio

    102.4     104.0     (1.6 )   102.3     111.1     (8.8 )

Catastrophe losses and reinstatement premiums

    (3.7 )   (6.0 )   2.3     (2.4 )   (12.7 )   10.3  

Prior year development net of premium adjustments

    (1.5 )   (0.2 )   (1.3 )   (1.0 )   (0.1 )   (0.9 )

Change in discount

    1.1     (0.1 )   1.2     0.4     (0.2 )   0.6  
   

Accident year combined ratio, as adjusted

    98.3     97.7     0.6     99.3     98.1     1.2  
   

    Given the run-off nature of the legacy lines of business and the nature of the expenses included in Chartis Other, management has determined that the traditional underwriting measures of loss ratio, expense ratio and combined ratio do not provide an appropriate measure of underwriting performance. Therefore, underwriting ratios are not presented for Chartis Other.


Commercial Insurance Quarterly and Year-to-Date Loss Ratios

    The loss ratio decreased in 2012 primarily due to a decrease in catastrophe losses incurred and an increase in reserve discount of $100 million for the three- and six-month periods ended June 30, 2012. The improvement in the accident year loss ratio, as adjusted, for the three- and six-month periods ended June 30, 2012 reflects the continued execution of Chartis' strategic initiatives, including enhanced risk selection, particularly in the Property business. Net prior year adverse development including related premium adjustments was $123 million and $171 million in the three- and six-month periods ended June 30, 2012, respectively, compared to net prior year favorable development of $43 million and $60 million in the respective prior year periods. See Chartis Quarterly and Year-to-Date Loss Ratios below for further information on prior year development.


Consumer Insurance Quarterly and Year-to-Date Loss Ratios

    The Consumer Insurance loss ratio in the three- and six-month periods ended June 30, 2012 decreased compared to the same periods in 2011 mainly due to lower catastrophes as the prior year period was impacted by the Tohoku Catastrophe in Japan and other events. The accident year loss ratio, as adjusted, in the three-month

AIG 2012 Form 10-Q            113


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period ended June 30, 2012 was unchanged from the same prior year period as an unfavorable quarter in Japan reflecting higher average severity in the auto and A&H businesses was offset by solid results in the rest of the world. The accident year loss ratio, as adjusted, for the six-month period ended June 30, 2012 decreased despite having an unfavorable quarter in Japan. Management continued to focus on improving price sophistication and the loss performance of the portfolio by taking underwriting actions, where necessary, to meet internal performance or operating targets.


Chartis Quarterly and Year-to-Date Loss Ratios

    The decrease in the loss ratio in both periods reflects a decrease in catastrophe losses coupled with the benefit from positive pricing trends and the execution of Chartis' strategic initiatives, including business mix changes and risk selection. The loss ratio in the prior year was primarily impacted by the Tohoku Catastrophe in Japan and the earthquakes in New Zealand.

    In 2012, net prior year adverse development was due to claims emergence in the Chartis Environmental business (policies written after 1987), the legacy environmental exposures (1986 and prior), and excess casualty lines, partially offset by favorable development from catastrophe-related reserves of $106 million and $254 million in the three- and six-month periods ended June 30, 2012, respectively. In 2011, net prior year adverse development was due to the impact of claims emergence in non-catastrophic reserves, reduced by additional premiums, offset by favorable development from catastrophes of $11 million and $50 million in the three-and six-month periods ended June 30, 2011, respectively. The increase in the favorable development from catastrophe-related reserves is due primarily to the unique severity of 2011 catastrophes.

    See Liability for Unpaid Claims and Claims Adjustment Expense for further discussion of discounting of reserves and prior year development.

The following table presents the components of net prior year development for Chartis:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Commercial Insurance

                         

Prior year adverse (favorable) development, Net of Reinsurance

  $ 103   $ 48   $ 157   $ 68  

Returned (additional) premium on loss-sensitive business

    20     (91 )   14     (128 )
   

Net prior year loss development

  $ 123   $ (43 ) $ 171   $ (60 )
   

Consumer Insurance

                         

Prior year adverse (favorable) loss development, Net of Reinsurance

  $ (36 ) $ 28   $ (50 ) $ 28  

Returned (additional) premium on loss-sensitive business

    -     -     -     -  
   

Net prior year loss development

  $ (36 ) $ 28   $ (50 ) $ 28  
   

Other

                         

Prior year adverse (favorable) development, Net of Reinsurance

  $ 50   $ 7   $ 63   $ 12  

Returned (additional) premium on loss-sensitive business

    -     -     -     -  
   

Net prior year loss development

  $ 50   $ 7   $ 63   $ 12  
   

Total Chartis

                         

Prior year adverse (favorable) development, Net of Reinsurance

  $ 117   $ 83   $ 170   $ 108  

Returned (additional) premium on loss-sensitive business

    20     (91 )   14     (128 )
   

Net prior year loss development

  $ 137   $ (8 ) $ 184   $ (20 )
   

114            AIG 2012 Form 10-Q


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The following table presents Chartis accident year catastrophe losses by major event:

   
 
  2012   2011  
(in millions)
  # of
Events

  Commercial
Insurance

  Consumer
Insurance

  Total
  # of
Events

  Commercial
Insurance

  Consumer
Insurance

  Total
 
   

Three Months Ended June 30,

                                                 

Event:*

                                                 

U.S. Windstorms

    7   $ 231   $ 11   $ 242     4   $ 334   $ 14   $ 348  

Japan Windstorms

    2     37     29     66     -     -     -     -  

UK Floods

    1     20     -     20     -     -     -     -  

U.S. Floods

    -     -     -     -     1     43     -     43  

New Zealand earthquakes

    -     -     -     -     1     54     -     54  

All other events

    -     -     -     -     8     25     55     80  
   

Claims and claim expenses

          288     40     328           456     69     525  

Reinstatement premiums

          -     -     -           14     -     14  
   

Total catastrophe-related charges

    10   $ 288   $ 40   $ 328     14   $ 470   $ 69   $ 539  
   

Six Months Ended June 30,

                                                 

Event:*

                                                 

U.S. Windstorms

    7   $ 307   $ 15   $ 322     6   $ 412   $ 24   $ 436  

Japan Windstorms

    2     37     29     66     -     -     -     -  

UK Floods

    1     20     -     20     -     -     -     -  

U.S. Floods

    -     -     -     -     1     43     -     43  

Tohoku Catastrophe

    -     -     -     -     1     787     497     1,284  

New Zealand earthquakes

    -     -     -     -     2     270     8     278  

Northeast Australia floods

    -     -     -     -     1     64     8     72  

All other events

    -     -     -     -     4     79     21     100  
   

Claims and claim expenses

          364     44     408           1,655     558     2,213  

Reinstatement premiums

          -     -     -           53     -     53  
   

Total catastrophe-related charges

    10   $ 364   $ 44   $ 408     15   $ 1,708   $ 558   $ 2,266  
   
*
Events shown in the above table are catastrophic events having a net impact on Chartis in excess of $20 million each. All other events include events that are considered catastrophic but which remain below the $20 million itemization threshold.


Commercial Insurance Quarterly and Year-to-Date Expense Ratios

    The expense ratio increased by 5.2 points and 5.5 points in the three- and six-month periods ended June 30, 2012, respectively, primarily due to an increase in acquisition costs related to Chartis' strategy of growing higher value lines, which typically incur higher commission rates. In addition, ceding commissions decreased as a result of a restructuring of the Property reinsurance program as part of Chartis' decision to retain more profitable business while continuing to manage aggregate exposures. The increase in acquisition costs contributed approximately 3.1 points and 3.2 points in the three- and six-month periods ended June 30, 2012, respectively. Further, increases in bad debt expense of approximately $119 million contributed approximately 1.1 points to the expense ratio in the six-month period ended June 30, 2012. The remainder of the expense ratio increase was primarily due to higher personnel costs.


Consumer Insurance Quarterly and Year-to-Date Expense Ratios

    The expense ratio in the three-month period ended June 30, 2012 decreased by 0.4 points compared to the same period in the prior year, primarily due to a change in business mix. The expense ratio in the six-month period ended June 30, 2012 increased by 1.2 points primarily due to increases in operating expenses incurred to grow key lines of business across a number of geographic areas and a $58 million decrease in VOBA benefit compared to the same period in the prior year.

AIG 2012 Form 10-Q            115


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Chartis Quarterly and Year-to-Date Expense Ratios

    Chartis also continued to invest in a number of strategic initiatives during 2012, including the implementation of global finance and information systems, preparation for Solvency II compliance, readiness for potential regulation by the FRB under the Dodd-Frank Act, legal entity restructuring, and underwriting and claims initiatives that are reported as part of Chartis Other. For the three- and six-month periods ended June 30, 2012, such investments totaled $60 million and $109 million, respectively, representing an increase of approximately $27 million and $64 million over the same periods in the prior year. Chartis incurred higher personnel costs, as it continued efforts to attract, retain and develop its human capital and to better align employee performance with Chartis and AIG strategic goals. These items combined contributed approximately 1.5 points to the expense ratio increase in each respective period.

Chartis Investing and Other Results

The following table presents Chartis' investing and other results:

   
 
  Three Months Ended
June 30,
   
  Six Months Ended
June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Net investment income

                                     

Commercial Insurance

  $ 721   $ 820     (12 )% $ 1,462   $ 1,604     (9 )%

Consumer Insurance

    115     89     29     231     177     31  

Other

    317     233     36     683     540     26  
   

Total net investment income

    1,153     1,142     1     2,376     2,321     2  

Net realized capital gains (losses)

    23     43     (47 )   (112 )   93     NM  

Other income (expense) – net

    2     -     NM     4     -     NM  
   

Investing and other results

  $ 1,178   $ 1,185     (1 )% $ 2,268   $ 2,414     (6 )%
   

    Chartis manages and accounts for its invested assets on a legal entity basis in conformity with regulatory requirements. Within a legal entity, invested assets are available to pay claims and expenses of both Commercial and Consumer Insurance operating segments as well as Chartis Other. Invested assets are not segregated or otherwise separately identified for the Commercial and Consumer Insurance operating segments.

    Investment income is allocated to the Commercial Insurance and Consumer Insurance operating segments based on an internal investment income allocation model. The model estimates investable funds based primarily on loss reserves, unearned premium and a capital allocation for each segment. The investment income allocation is calculated based on the estimated investable funds and risk-free yields (plus an illiquidity premium) consistent with the approximate duration of the liabilities. The actual yields in excess of the allocated amounts and the investment income from the assets not attributable to the Commercial Insurance and Consumer Insurance operating segments are assigned to Chartis Other.

    Net realized capital gains (losses) and Other income (expense) — net are not allocated to Commercial Insurance and Consumer Insurance, but are reported as part of Chartis Other.


Quarterly and Year-to-Date Net Investment Income

    Net investment income increased in both periods due to higher interest income on fixed maturity securities driven by the redeployment of excess cash and short-term investments into longer term investments. Additionally, 2012 investment income increased due to the strategic partnership with American General, all of which is reported in Consumer Insurance. This was offset by decreases in hedge fund returns, reflective of the overall lower market performance for the respective periods and decreases in dividend income primarily due to a reduction in investments in common stock in Japan, as a result of de-risking the portfolio. For the six-month period ended June 30, 2012, mutual fund income decreased as a result of Chartis selling a significant portion of its mutual fund holdings during the second half of 2011.

116            AIG 2012 Form 10-Q


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Quarterly and Year-to-Date Net Realized Capital Gains (Losses)

    Net realized capital gains for the three-month period ended June 30, 2012 were primarily driven by gains recognized on the sale of fixed maturity and equity securities in the amount of $165 million. This was partially offset by other-than-temporary impairment of $96 million, primarily attributable to publicly traded and privately-held equity securities in the Japan portfolios and a decrease in recoverable values for structured securities. In addition, impairment charges of $56 million related to life settlement contracts were recorded during the period.

    Net realized capital losses for the six-month period ended June 30, 2012 were primarily driven by other-than-temporary impairments of $299 million, primarily attributable to a decrease in recoverable values for structured securities, and partnership investments and equity securities in an unrealized loss position for more than 12 months. In addition, impairment charges of $114 million related to life settlement contracts were recorded during the period. These items were partially offset by gains recognized on the sale of fixed maturity securities in the amount of $329 million for the period.

Liability for Unpaid Claims and Claims Adjustment Expense

    The following discussion of the consolidated liability for unpaid claims and claims adjustment expenses (loss reserves) presents loss reserves for Chartis as well as the loss reserves pertaining to the Mortgage Guaranty reporting unit, which is reported in AIG's Other operations category.

The following table presents the components of AIG's gross loss reserves by major lines of business on a U.S. statutory basis*:

   
(in millions)
  June 30,
2012

  December 31,
2011

 
   

Other liability occurrence

  $ 22,287   $ 22,526  

International

    18,008     17,726  

Workers' compensation

    17,591     17,420  

Other liability claims made

    11,374     11,216  

Property

    3,774     6,165  

Auto liability

    2,992     3,081  

Mortgage guaranty credit

    1,999     3,046  

Products liability

    2,202     2,416  

Accident and health

    1,526     1,553  

Medical malpractice

    1,637     1,690  

Commercial multiple peril

    1,310     1,134  

Aircraft

    1,023     1,020  

Fidelity/surety

    597     786  

Other

    1,551     1,366  
   

Total

  $ 87,871   $ 91,145  
   
*
Presented by lines of business pursuant to statutory reporting requirements as prescribed by the National Association of Insurance Commissioners.

    AIG's gross loss reserves represent the accumulation of estimates of ultimate losses, including estimates for IBNR and loss expenses, less applicable discount for future investment income. The methods used to determine loss reserve estimates and to establish the resulting reserves are continually reviewed and updated. Any adjustments resulting from this review are currently reflected in pre-tax income. Because loss reserve estimates are subject to the outcome of future events, changes in estimates are unavoidable given that loss trends vary and time is often required for changes in trends to be recognized and confirmed. Reserve changes that increase previous estimates of ultimate cost are referred to as unfavorable or adverse development or reserve strengthening. Reserve changes that decrease previous estimates of ultimate cost are referred to as favorable development.

AIG 2012 Form 10-Q            117


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    The net loss reserves represent loss reserves reduced by reinsurance recoverables, net of an allowance for unrecoverable reinsurance, less applicable discount for future investment income.

The following table classifies the components of net loss reserves by business unit:

   
(in millions)
  June 30,
2012

  December 31,
2011

 
   

Chartis:

             

Commercial Insurance

  $ 56,422   $ 58,549  

Consumer Insurance

    5,506     5,438  

Other

    4,180     3,992  
   

Total Chartis

    66,108     67,979  
   

Other operations – Mortgage Guaranty

    2,257     2,846  
   

Net liability for unpaid claims and claims adjustment expense at end of period

  $ 68,365   $ 70,825  
   


Discounting of Reserves

    At June 30, 2012, net loss reserves reflect a loss reserve discount of $3.2 billion, including tabular and non-tabular calculations. The tabular workers' compensation discount is calculated using a 3.5 percent interest rate and the 1979 - 81 Decennial Mortality Table. The non-tabular workers' compensation discount is calculated separately for companies domiciled in New York and Pennsylvania, and follows the statutory regulations for each state. For New York companies, the discount is based on a five percent interest rate and the companies' own payout patterns. For Pennsylvania companies, the statute has specified discount factors for accident years 2001 and prior, which are based on a six percent interest rate and an industry payout pattern. For accident years 2002 and subsequent, the discount is based on the payout patterns and investment yields of the companies. Beginning in 2011, a portion of these discounted reserves were ceded to a new Pennsylvania domiciled AIG subsidiary. However, this had no impact on the calculation of the overall discount. Certain other asbestos business that was written by Chartis is discounted based on the investment yields of the companies and the payout pattern for this business. The discount consists of the following: $777 million — tabular discount for workers' compensation in the U.S. operations of Chartis and $2.4 billion — non-tabular discount for workers' compensation in the U.S. operations of Chartis; and $41 million — non-tabular discount for asbestos for Chartis.

    Changes in loss reserve discount are recorded in claims and claims adjustment expenses incurred. The change in discount for the three- and six-month periods ended June 30, 2012 was a $94 million benefit and $74 million benefit, respectively, compared to an $8 million charge and $43 million charge in the same prior year periods. Accretion of discount of $91 million and $183 million for the three- and six-month periods ended June 30, 2012, respectively, was offset by new discount of $85 million and $170 million, respectively, associated with current accident year workers' compensation reserves. Accretion of discount of $89 million and $178 million for the three- and six-month periods ended June 30, 2011, respectively, was offset by new discount of $81 million and $162 million, respectively, associated with 2011 accident year workers' compensation reserves. The benefit from the change in discount in the three-and six-month periods ended June 30, 2012 includes a $100 million increase in the reserve discount due to the commutation of an internal reinsurance treaty, under which a U.S. subsidiary previously ceded workers' compensation claims to a non-U.S. subsidiary. AIG discounts its loss reserves related to workers' compensation business written by its U.S. domiciled subsidiaries as permitted by the domiciliary statutory regulatory authorities. As a result of the commutation, the reserves for these claims are now being discounted commencing in the three-month period ended June 30, 2012. The commutation is an integral part of Chartis' efforts to simplify its internal reinsurance arrangements.

    The prior year development and changes in the estimates in the payout patterns of previously established loss reserves did not have a significant impact on the change in discount in any of the periods presented.

118            AIG 2012 Form 10-Q


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Quarterly Reserving Process

    AIG believes that its net loss reserves are adequate to cover net losses and loss expenses as of June 30, 2012. While AIG regularly reviews the adequacy of established loss reserves, there can be no assurance that AIG's ultimate loss reserves will not develop adversely and materially exceed AIG's loss reserves as of June 30, 2012. In the opinion of management, such adverse development and resulting increase in reserves are not likely to have a material adverse effect on AIG's consolidated financial condition, although such events could have a material adverse effect on AIG's consolidated results of operations for an individual reporting period.

    In determining the loss development from prior accident years, AIG conducts analyses to determine the change in estimated ultimate loss for each accident year for each class of business. For example, if loss emergence for a class of business is different than expected for certain accident years, the actuaries examine the indicated effect such emergence would have on the reserves of that class of business. In some cases, the higher or lower than expected emergence may result in no clear change in the ultimate loss estimate for the accident years in question, and no adjustment would be made to the reserves for the class of business for prior accident years. In other cases, the higher or lower than expected emergence may result in a larger change, either favorable or unfavorable, than the difference between the actual and expected loss emergence. AIG conducted reserve analyses in 2012 to determine the loss development from prior accident years. As part of its reserving process, AIG also considers notices of claims received with respect to emerging and/or evolving issues, such as those related to changes in the legal, regulatory, judicial and social environment, changes in medical cost trends (inflation, intensity and utilization of medical services), underlying policy pricing, terms and conditions, and claims handling practices.

The following table presents the rollforward of net loss reserves:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Net liability for unpaid claims and claims adjustment expense at beginning of period

  $ 69,873   $ 73,474   $ 70,825   $ 71,507  

Foreign exchange effect

    548     165     634     711  

Change due to NICO reinsurance transaction

    (25 )   -     (33 )   -  

Losses and loss expenses incurred:

                         

Current year, undiscounted

    6,058     6,600     11,939     14,364  

Prior years, undiscounted

    72     108     111     92  

Change in discount

    (94 )   8     (74 )   43  
   

Losses and loss expenses incurred

    6,036     6,716     11,976     14,499  
   

Losses and loss expenses paid

    8,067     6,788     15,037     13,150  
   

Net liability for unpaid claims and claims adjustment expense at end of period

  $ 68,365   $ 73,567   $ 68,365   $ 73,567  
   

AIG 2012 Form 10-Q            119


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American International Group, Inc.

The following tables summarize development, (favorable) or unfavorable, of incurred losses and loss expenses for prior years, net of reinsurance:

   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Prior Accident Year Development by business unit:

                         

Chartis:

                         

Commercial Insurance

  $ 103   $ 48   $ 157   $ 68  

Consumer Insurance

    (36 )   28     (50 )   28  

Other

    50     7     63     12  
   

Total Chartis

    117     83     170     108  

Other operations – Mortgage Guaranty

    (45 )   25     (59 )   (16 )
   

Total

  $ 72   $ 108   $ 111   $ 92  
   


   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Prior Accident Year Development by Major Class of Business:

                         

Chartis:

                         

Excess casualty

  $ 24   $ (73 ) $ 129   $ (66 )

D&O and related management liability

    -     (37 )   (2 )   (37 )

Environmental

    184     66     249     85  

Primary (specialty) workers' compensation

    -     17     3     17  

Asbestos and environmental (1986 and prior)

    50     7     75     12  

Commercial risk

    18     45     4     70  

Natural catastrophes

    (106 )   (11 )   (254 )   (50 )

All other, net

    (53 )   69     (34 )   77  
   

Total Chartis

    117     83     170     108  

Other operations – Mortgage Guaranty

    (45 )   25     (59 )   (16 )
   

Total

  $ 72   $ 108   $ 111   $ 92  
   


   
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Prior Accident Year Development by Accident Year:

                         

Accident Year

                         

2011

  $ (167 )       $ (324 )      

2010

    (25 ) $ 49     (75 ) $ (15 )

2009

    12     34     17     31  

2008

    (34 )   27     (27 )   (24 )

2007

    25     (35 )   18     72  

2006

    (6 )   (92 )   (7 )   (161 )

2005

    23     (34 )   58     (75 )

2004

    18     (20 )   (15 )   (33 )

2003

    41     27     53     13  

2002 and prior

    185     152     413     284  
   

Total

  $ 72   $ 108   $ 111   $ 92  
   

120            AIG 2012 Form 10-Q


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American International Group, Inc.

Quarterly and Year-to-Date Prior Accident Year Development

    As noted in the prior accident year development by major class of business table above, Chartis experienced adverse development in the three- and six-month periods ended June 30, 2012, primarily due to reserve increases on claims in the Chartis Environmental business (1987 and subsequent), legacy environmental exposures (1986 and prior), and excess casualty lines. This was partially offset by net favorable development in reserves for natural catastrophes (principally the Tohoku Catastrophe) and favorable development in the Consumer Insurance operating segment, which is included in All other, net.

    The development in the Chartis Environmental business was primarily attributable to claims increases in four major categories:

    The claims increase in the Chartis Environmental line was the result of an on-going review of certain cases that AIG believes to be subject to the most volatility. For several of those cases, AIG concluded that the reserves should be increased to take into account the updated assessment of the claims. AIG also reviewed the legacy environmental (1986 and prior) claims and increased the reserves for certain of those claims.

    Adding to the unfavorable development in the three- and six-month periods ended June 30, 2012, were returned premiums on loss-sensitive business of $20 million and $14 million, respectively.

    See Chartis Results herein and Other Operations — Other Operations Results — Mortgage Guaranty for further discussion of net loss development.


Asbestos and Environmental (1986 and Prior) Reserves

    The estimation of loss reserves relating to asbestos and environmental claims on insurance policies written many years ago is subject to greater uncertainty than other types of claims due to inconsistent court decisions as well as judicial interpretations and legislative actions that in some cases have tended to broaden coverage beyond the original intent of such policies and in others have expanded theories of liability.

    As described more fully in the 2011 Annual Report, AIG's reserves relating to asbestos and environmental claims reflect a comprehensive ground-up analysis performed annually. In the six-month period ended June 30, 2012, a minor amount of incurred loss pertaining to the asbestos loss reserve discount is reflected in the table below. In the six-month period ended June 30, 2012, AIG increased its gross environmental reserves by $150 million and increased its net environmental reserves by $74 million. This development is primarily attributable to several large accounts which led to an increase in the estimate of claims that have been incurred but not reported.

    In addition to the U.S. asbestos and environmental reserve amounts shown in the tables below, Chartis also has asbestos reserves relating to foreign risks written by non-U.S. entities of $212 million gross and $149 million net reserves as of June 30, 2012. Similar amounts were held at December 31, 2011.

AIG 2012 Form 10-Q            121


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American International Group, Inc.

The following table provides a summary of reserve activity, including estimates for applicable IBNR, relating to asbestos and environmental claims separately and combined:

   
 
  2012   2011  
Six Months Ended June 30,
(in millions)
 
  Gross
  Net*
  Gross
  Net
 
   

Asbestos:

                         

Liability for unpaid claims and claims adjustment expense at beginning of year

  $ 5,226   $ 537   $ 5,526   $ 2,223  

Losses and loss expenses incurred

    57     9     99     43  

Losses and loss expenses paid

    (230 )   (66 )   (257 )   (135 )

Reduction of liability for unpaid claims and claims adjustment expense due to NICO reinsurance transaction

    -     -     -     (1,711 )

Other changes

    -     -     -     131  
   

Liability for unpaid claims and claims adjustment expense at end of period

  $ 5,053   $ 480   $ 5,368   $ 551  
   

Environmental:

                         

Liability for unpaid claims and claims adjustment expense at beginning of year

  $ 204   $ 119   $ 240   $ 127  

Losses and loss expenses incurred

    150     74     22     12  

Losses and loss expenses paid

    (22 )   (15 )   (51 )   (25 )
   

Liability for unpaid claims and claims adjustment expense at end of period

  $ 332   $ 178   $ 211   $ 114  
   

Combined:

                         

Liability for unpaid claims and claims adjustment expense at beginning of year

  $ 5,430   $ 656   $ 5,766   $ 2,350  

Losses and loss expenses incurred

    207     83     121     55  

Losses and loss expenses paid

    (252 )   (81 )   (308 )   (160 )

Reduction of liability for unpaid claims and claims adjustment expense due to NICO reinsurance transaction

    -     -     -     (1,711 )

Other changes

    -     -     -     131  
   

Liability for unpaid claims and claims adjustment expense at end of period

  $ 5,385   $ 658   $ 5,579   $ 665  
   
*
Includes the reduction due to the National Indemnity Company (NICO) reinsurance transaction of $1,703 million. See Chartis Operations – Liability for Unpaid Claims and Claims Adjustment Expense – Asbestos and Environmental Reserves in the 2011 Annual Report for further discussion of the NICO reinsurance transaction.

The following table presents the estimate of the gross and net IBNR included in the Liability for unpaid claims and claims adjustment expense, relating to asbestos and environmental claims separately and combined:

   
 
  2012   2011  
June 30,
(in millions)
 
  Gross
  Net
  Gross
  Net
 
   

Asbestos

  $ 3,593   $ 191 * $ 4,070   $ 272 *

Environmental

    111     62     75     31  
   

Combined

  $ 3,704   $ 253   $ 4,145   $ 303  
   
*
Net IBNR includes the reduction due to the NICO reinsurance transaction of $1,359 million and $1,527 million as of June 30, 2012 and 2011, respectively.

122            AIG 2012 Form 10-Q


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American International Group, Inc.

The following table presents a summary of asbestos and environmental claims count activity:

   
 
  2012   2011  
Six Months Ended June 30,
  Asbestos
  Environmental
  Combined
  Asbestos
  Environmental
  Combined
 
   

Claims at beginning of year

    5,443     3,782     9,225     4,933     4,087     9,020  

Claims during year:

                                     

Opened

    197     96     293     40     82     122  

Settled

    (58 )   (133 )   (191 )   (72 )   (33 )   (105 )

Dismissed or otherwise resolved(a)            

    (77 )   (1,945 )   (2,022 )   (265 )   (327 )   (592 )

Other(b)

    -     -     -     841     -     841  
   

Claims at end of period

    5,505     1,800     7,305     5,477     3,809     9,286  
   
(a)
The number of environmental claims dismissed or otherwise resolved, increased substantially during 2012 as a result of Chartis' determination that certain methyl tertiary-butyl ether (MTBE) claims presented no further potential for exposure since these underlying claims were resolved through dismissal, settlement, or trial for all of the accounts involved. All of these accounts were fully reserved at the account level and included adequate reserves for those underlying individual claims that contributed to the actual losses. These individual claim closings, therefore, had no impact on Chartis' environmental reserves.

(b)
Represents an administrative change to the method of determining the number of open claims, which had no effect on carried reserves.

Survival Ratios – Asbestos and Environmental

    The following table presents AIG's survival ratios for asbestos and environmental claims at June 30, 2012 and 2011. The survival ratio is derived by dividing the current carried loss reserve by the average payments for the three most recent calendar years for these claims. Therefore, the survival ratio is a simplistic measure estimating the number of years it would take before the current ending loss reserves for these claims would be paid off using recent year average payments.

    Many factors, such as aggressive settlement procedures, mix of business and level of coverage provided, have a significant effect on the amount of asbestos and environmental reserves and payments and the resultant survival ratio. Moreover, as discussed above, the primary basis for AIG's determination of its reserves is not survival ratios, but instead the ground-up and top-down analyses. Thus, caution should be exercised in attempting to determine reserve adequacy for these claims based simply on this survival ratio.

The following table presents survival ratios for asbestos and environmental claims, separately and combined, which were based upon a three-year average payment:

   
 
  2012   2011  
Six Months Ended June 30,
  Gross
  Net*
  Gross
  Net*
 
   

Survival ratios:

                         

Asbestos

    9.1     9.3     8.9     9.9  

Environmental

    5.0     4.7     2.9     2.7  

Combined

    8.7     8.7     8.3     8.7  
   
*
Survival ratios are calculated consistent with the basis on historical reserve excluding the effects of the NICO reinsurance transaction.

SunAmerica Highlights

    The results of SunAmerica for the three and six months ended June 30, 2012 and 2011, reflected the following:

AIG 2012 Form 10-Q            123


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American International Group, Inc.

SunAmerica Operations

    SunAmerica offers a comprehensive suite of products and services to individuals and groups including term life, universal life, A&H, fixed and variable deferred annuities, fixed payout annuities, mutual funds and financial planning. SunAmerica offers its products and services through a diverse, multi-channel distribution network that includes banks, national, regional and independent broker-dealers, affiliated financial advisors, independent marketing organizations, independent and career insurance agents, structured settlement brokers, benefit consultants and direct-to-consumer platforms.

    SunAmerica presents its business in two operating segments: Domestic Life Insurance, which focuses on mortality-and morbidity-based protection products, and Domestic Retirement Services, which focuses on investment, retirement savings and income solution products.

    Commencing in the fall of 2012, SunAmerica will be renamed as AIG Life and Retirement, although certain existing brands may continue to be used.

124            AIG 2012 Form 10-Q


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American International Group, Inc.

SunAmerica Results

The following table presents SunAmerica results:

   
 
  Three Months
Ended June 30,
   
  Six Months
Ended June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Domestic Life Insurance:

                                     

Revenue:

                                     

Premiums

  $ 622   $ 662     (6 )% $ 1,227   $ 1,283     (4 )%

Policy fees

    354     366     (3 )   728     742     (2 )

Net investment income

    984     965     2     2,056     2,012     2  

Operating expenses:

                                     

Policyholder benefits and claims incurred

    1,046     1,190     (12 )   2,147     2,223     (3 )

Interest credited to policyholder account balances

    206     209     (1 )   413     419     (1 )

Amortization of deferred acquisition costs

    102     97     5     210     192     9  

Other acquisition and insurance expenses

    268     275     (3 )   525     569     (8 )
   

Operating income

    338     222     52     716     634     13  

Net realized capital gains

    524     153     242     632     71     NM  

Change in benefit reserves and DAC, VOBA and SIA related to net realized capital gains

    (189 )   (6 )   NM     (187 )   (3 )   NM  
   

Pre-tax income

  $ 673   $ 369     82 % $ 1,161   $ 702     65 %
   

Domestic Retirement Services:

                                     

Revenue:

                                     

Policy fees

  $ 320   $ 316     1 % $ 637   $ 624     2 %

Net investment income

    1,537     1,496     3     3,350     3,203     5  

Operating expenses:

                                     

Policyholder benefits and claims incurred

    27     22     23     (4 )   4     NM  

Interest credited to policyholder account balances

    858     905     (5 )   1,720     1,801     (4 )

Amortization of deferred acquisition costs

    127     143     (11 )   224     283     (21 )

Other acquisition and insurance expenses

    250     241     4     519     479     8  
   

Operating income

    595     501     19     1,528     1,260     21  

Changes in fair value of fixed maturity securities designated to hedge living benefit liabilities

    70     -     NM     51     -     NM  

Net realized capital losses

    (198 )   (62 )   (219 )   (772 )   (200 )   (286 )

Change in benefit reserves and DAC, VOBA, and SIA related to net realized capital gains (losses)

    (363 )   (42 )   NM     (329 )   (29 )   NM  
   

Pre-tax income

  $ 104   $ 397     (74 )% $ 478   $ 1,031     (54 )%
   

Total SunAmerica:

                                     

Revenue:

                                     

Premiums

  $ 622   $ 662     (6 )% $ 1,227   $ 1,283     (4 )%

Policy fees

    674     682     (1 )   1,365     1,366     -  

Net investment income

    2,521     2,461     2     5,406     5,215     4  

Operating expenses:

                                     

Policyholder benefits and claims incurred

    1,073     1,212     (11 )   2,143     2,227     (4 )

Interest credited to policyholder account balances

    1,064     1,114     (4 )   2,133     2,220     (4 )

Amortization of deferred acquisition costs

    229     240     (5 )   434     475     (9 )

Other acquisition and insurance expenses

    518     516     -     1,044     1,048     -  
   

Operating income

    933     723     29     2,244     1,894     18  

Changes in fair value of fixed maturity securities designated to hedge living benefit liabilities

    70     -     NM     51     -     NM  

Net realized capital gains (losses)           

    326     91     258     (140 )   (129 )   (9 )

Change in benefit reserves and DAC, VOBA, and SIA related to net realized capital gains (losses)

    (552 )   (48 )   NM     (516 )   (32 )   NM  
   

Pre-tax income

  $ 777   $ 766     1 % $ 1,639   $ 1,733     (5 )%
   

AIG 2012 Form 10-Q            125


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Quarterly SunAmerica Results

    The increase in net investment income reflected an increase in base yields of 9 basis points, due to the reinvestment of significant amounts of cash and short term investments during 2011. Together with continued active crediting rate management, this resulted in higher base spreads across all of SunAmerica's spread-based annuity businesses in 2012. In addition to the increase from reinvestment, net investment income compared to the same quarter of 2011 reflected the following items:

    In the three months ended June 30, 2011, SunAmerica recorded an increase of approximately $100 million in the estimated reserves for incurred but not reported death claims in conjunction with the use of the Social Security Death Master File (SSDMF) to identify potential claims not yet presented to the Company. Other than for the payment of claims, no significant adjustments to these reserves were recorded in 2012.

    In a weak equity market, SunAmerica increases policyholder benefit reserves to recognize the expected value of death benefits in excess of the projected account balance for certain guaranteed benefits features of variable annuities. DAC related to these products may also be adjusted through amortization expense to reflect updates of future estimated gross profits due to changes in equity market assumptions. The effect of short-term fluctuations in the equity markets on the estimated gross profits of variable products is mitigated in part through the use of a reversion to mean methodology for estimating future gross profits. Under this methodology, SunAmerica assumes a long-term growth rate for the assets backing these liabilities, which factors in potential short-term fluctuations in the financial markets, and if the long-term growth rate assumption is deemed to be unreasonable in light of the current market conditions, the long-term growth rate assumption is revised upward or downward to reflect the revised estimate. SunAmerica did not make any changes to its long-term growth rate assumptions in 2011 or 2012. The effect of market underperformance was approximately $15 million higher DAC amortization and policyholder benefit expenses in 2012 compared to 2011.

    SunAmerica has a dynamic hedging program designed to manage economic risk exposure associated with changes in the fair value of embedded policy derivative liabilities contained in certain variable annuity contracts, caused by changes in the equity markets, interest rates and market implied volatilities. SunAmerica substantially hedges its exposure to equity markets. However, due to regulatory capital considerations, a significant portion of the interest rate exposure is unhedged. In the first quarter of 2012, SunAmerica began purchasing U.S. Treasury notes as a capital-efficient strategy to reduce this interest rate exposure. SunAmerica has elected to account for these securities at fair value. As a result of decreases in interest rates on U.S. Treasury securities during the three months ended June 30, 2012, the fair value of these securities, net of financing costs, increased by $70 million, which partially offset $226 million of embedded derivative losses included as a component of net realized capital gains (losses).

    Pre-tax income for SunAmerica in the second quarter of 2012 included $326 million in net realized capital gains compared to $91 million of net realized capital gains in the same period of 2011. Higher gains from the sale of investments were partially offset by higher fair value losses on variable annuity embedded derivatives due to declines in long-term interest rates.

    The sale of securities in unrealized gain positions that support certain payout annuity products, and subsequent reinvestment of the proceeds at generally lower yields, triggered loss recognition of $461 million in the three months ended June 30 2012, which was reported as a component of Change in benefit reserves and DAC, VOBA and SIA related to net realized capital losses. These sales effectively transferred shadow loss recognition to actual loss recognition in the three months ended June 30, 2012. As part of a program to utilize capital loss tax

126            AIG 2012 Form 10-Q


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carryforwards, additional sales of such securities that would result in capital gains are planned during the remainder of 2012.


Year-to-Date SunAmerica Results

    Net investment income increased for the six-month period ended June 30, 2012 reflecting an increase in base yields of 28 basis points, due to the reinvestment of significant amounts of cash and short term investments during 2011. In addition to the increase from reinvestment, net investment income compared to the same period of 2011 reflected the following items.

    The six months ended June 30, 2011, included the previously described approximately $100 million in the estimated reserves for incurred but not reported death claims.

    The effect of positive equity market performance resulted in approximately $37 million lower DAC amortization and policyholder benefit expenses in the first six months of 2012 compared to the same period of 2011.

    As a result of decreases in interest rates on U.S. Treasury securities during the first six months of 2012, the fair value of the aforementioned U.S. Treasury securities used for hedging, net of financing costs, increased by $51 million.

    Pre-tax income for SunAmerica included a $11 million increase in net realized capital losses, due to higher other-than-temporary impairments and higher fair value losses on variable annuity embedded derivatives due to declining credit spreads and declines in long-term interest rates, offset by higher gains from the sale of investments.

    The sale of securities in unrealized gain positions that support certain payout annuity products, and subsequent reinvestment of the proceeds at generally lower yields, triggered loss recognition of $548 million in 2012, which had previously been reflected in shareholders' equity as reserves related to unrealized appreciation at December 31, 2011.


Sales and Deposits

The following tables summarize SunAmerica premiums, deposits and other considerations by product*:

   
 
  Three Months
Ended June 30,
   
  Six Months
Ended June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Premiums, deposits and other considerations

                                     

Individual fixed annuity deposits

  $ 470   $ 2,018     (77 )% $ 1,080   $ 4,169     (74 )%

Group retirement product deposits

    1,738     1,705     2     3,582     3,407     5  

Life insurance

    1,334     1,371     (3 )   2,626     2,690     (2 )

Individual variable annuity deposits

    1,259     832     51     2,307     1,591     45  

Retail mutual funds

    619     329     88     1,368     739     85  

Individual annuities runoff

    14     19     (26 )   31     36     (14 )
   

Total premiums, deposits and other considerations

  $ 5,434   $ 6,274     (13 )% $ 10,994   $ 12,632     (13 )%
   

Life Insurance Sales

                                     

Retail – Independent

  $ 35   $ 37     (5 )% $ 69   $ 68     1 %

Retail – Affiliated (Career and Matrix Direct)

    32     28     14     57     52     10  
   

Total Retail

    67     65     3     126     120     5  

Institutional – Independent

    11     6     83     14     6     133  
   

Total life insurance sales

  $ 78   $ 71     10 % $ 140   $ 126     11 %
   
*
Life insurance sales include periodic premiums from new business expected to be collected over a one-year period and 10 percent of single premiums and unscheduled deposits from new and existing policyholders. Annuity sales represent deposits from new and existing customers.

AIG 2012 Form 10-Q            127


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American International Group, Inc.

    Total premiums, deposits and other considerations decreased in both the three- and six-month periods ended June 30, 2012 as substantial decreases in individual fixed annuities were only partially offset by significant increases in individual variable annuities, and retail mutual funds which showed significant increases.

    Individual fixed annuity deposits declined due to the low interest rate environment as consumers are more reluctant to purchase such annuities at the relatively lower crediting rates currently offered. Group retirement product deposits (which include deposits into fixed options within variable annuities sold in group retirement markets) increased modestly due to higher levels of individual rollover deposits in 2012. SunAmerica expects that the low interest rate environment will begin to impact group retirement deposits, resulting in lower levels of deposits into fixed options over the remainder of 2012. Individual variable annuity deposits increased due to innovative product enhancements, expanded distribution as well as a more favorable competitive environment. Deposits from life insurance products increased in 2012 but were more than offset by declines in deferred annuities sold through life insurance distribution channels. Retail mutual fund annual sales growth was driven by SunAmerica Asset Management Corp.'s Focused Dividend Strategy product offering which continues as a top short and long term performer within its respective peer group.

    SunAmerica's total life sales continued to show steady growth, increasing 11 percent during the first six months of 2012 compared to the same period in 2011. Term life sales have increased in both the independent and direct-to-consumer channels. SunAmerica's term life sales through its affiliated Matrix Direct channel in the first six months of 2012 were up more than 40 percent compared to the same period in 2011, due in part to the shift toward selling proprietary products. Private placement variable universal life sales have been strong in the first six months of 2012. Universal life sales were flat, as the economic environment continues to put pressure on the sales of these products, which typically have higher annual premiums than term products and also offer additional features.


Premiums

    Premiums represent premiums received on traditional life insurance policies and deposits on life-contingent payout annuities. Premiums, deposits and other considerations is a non-GAAP measure which includes life insurance premiums, deposits on annuity contracts and mutual funds.

The following table presents a reconciliation of premiums, deposits and other considerations to premiums:

   
 
  Three Months
Ended June 30,
  Six Months
Ended June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Premiums, deposits and other considerations

  $ 5,434   $ 6,274   $ 10,994   $ 12,632  

Deposits

    (4,628 )   (5,484 )   (9,431 )   (11,093 )

Other

    (184 )   (128 )   (336 )   (256 )
   

Premiums

  $ 622   $ 662   $ 1,227   $ 1,283  
   

128            AIG 2012 Form 10-Q


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American International Group, Inc.


Domestic Retirement Services Net Flows

The following table presents the account value rollforward for Domestic Retirement Services:

   
 
  Three Months
Ended June 30,
  Six Months
Ended June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Group retirement products

                         

Balance, beginning of year

  $ 74,089   $ 70,565   $ 69,925   $ 68,365  

Deposits – annuities

    1,278     1,303     2,677     2,594  

Deposits – mutual funds

    460     402     905     813  
   

Total deposits

    1,738     1,705     3,582     3,407  

Surrenders and other withdrawals

    (1,401 )   (1,448 )   (2,916 )   (2,951 )

Death benefits

    (99 )   (90 )   (201 )   (173 )
   

Net inflows

    238     167     465     283  

Change in fair value of underlying investments, interest credited, net of fees

    (1,008 )   401     2,918     2,485  

Effect of unrealized gains (losses) (shadow loss)           

    4     -     15     -  
   

Balance, end of period

  $ 73,323   $ 71,133   $ 73,323   $ 71,133  
   

Individual fixed annuities

                         

Balance, beginning of year

  $ 52,057   $ 49,854   $ 52,276   $ 48,489  

Deposits

    470     2,018     1,080     4,169  

Surrenders and other withdrawals

    (876 )   (913 )   (1,739 )   (1,753 )

Death benefits

    (416 )   (425 )   (820 )   (827 )
   

Net inflows (outflows)

    (822 )   680     (1,479 )   1,589  

Change in fair value of underlying investments, interest credited, net of fees

    737     460     1,183     916  

Effect of unrealized gains (losses) (shadow loss)           

    (186 )   -     (194 )   -  
   

Balance, end of period

  $ 51,786   $ 50,994   $ 51,786   $ 50,994  
   

Individual variable annuities

                         

Balance, beginning of year

  $ 27,044   $ 26,277   $ 24,896   $ 25,581  

Deposits

    1,259     832     2,307     1,591  

Surrenders and other withdrawals

    (663 )   (838 )   (1,371 )   (1,676 )

Death benefits

    (111 )   (115 )   (223 )   (225 )
   

Net inflows (outflows)

    485     (121 )   713     (310 )

Change in fair value of underlying investments, interest credited, net of fees

    (518 )   (73 )   1,402     812  
   

Balance, end of period

  $ 27,011   $ 26,083   $ 27,011   $ 26,083  
   

Retail mutual funds

                         

Balance, beginning of year

  $ 6,593   $ 6,059   $ 6,221   $ 5,975  

Deposits

    619     329     1,368     739  

Redemptions

    (410 )   (324 )   (789 )   (704 )
   

Net inflows

    209     5     579     35  

Change in fair value of underlying investments, interest credited, net of fees

    (182 )   (23 )   (180 )   31  
   

Balance, end of period

  $ 6,620   $ 6,041   $ 6,620   $ 6,041  
   

Total Domestic Retirement Services

                         

Balance, beginning of year

  $ 159,783   $ 152,755   $ 153,318   $ 148,410  

Deposits

    4,086     4,884     8,337     9,906  

Surrenders, redemptions and other withdrawals           

    (3,350 )   (3,523 )   (6,815 )   (7,084 )

Death benefits

    (626 )   (630 )   (1,244 )   (1,225 )
   

Net inflows

    110     731     278     1,597  

Change in fair value of underlying investments, interest credited, net of fees

    (971 )   765     5,323     4,244  

Effect of unrealized gains (losses) (shadow loss)           

    (182 )   -     (179 )   -  
   

Balance, end of period, excluding runoff

    158,740     154,251     158,740     154,251  

Individual annuities runoff

    4,187     4,346     4,187     4,346  

GIC runoff

    5,963     6,836     5,963     6,836  
   

Balance, end of period

  $ 168,890   $ 165,433   $ 168,890   $ 165,433  
   

General and separate account reserves and mutual funds

                         

General account reserve

  $ 102,597   $ 99,159   $ 102,597   $ 99,159  

Separate account reserve

    48,994     50,418     48,994     50,418  
   

Total general and separate account reserves

    151,591     149,577     151,591     149,577  

Group retirement mutual funds

    10,679     9,815     10,679     9,815  

Retail mutual funds

    6,620     6,041     6,620     6,041  
   

Total reserves and mutual funds

  $ 168,890   $ 165,433   $ 168,890   $ 165,433  
   

AIG 2012 Form 10-Q            129


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American International Group, Inc.

    Overall net flows declined in the three- and six-month periods ended June 30, 2012, primarily due to lower fixed annuity deposits resulting from the low interest rate environment, but remained positive. However, surrender rates for individual fixed annuities also decreased in the three- and six-month periods ended June 30, 2012 due to the relative competitiveness of interest credited rates on the existing block of fixed annuities versus interest rates on alternative investment options available in the marketplace. Net flows improved in the three- and six-month periods ended June 30, 2012 for individual variable annuities and group retirement products due to both the increase in deposits and favorable surrender experience. Net flows improved in the three- and six-month periods ended June 30, 2012 for retail mutual funds due to increased deposits.

The following table presents reserves by surrender charge category and surrender rates:

   
At June 30,
  2012   2011  
(in millions)
  Group
Retirement
Products
*
  Individual
Fixed
Annuities

  Individual
Variable
Annuities

  Group
Retirement
Products
*
  Individual
Fixed
Annuities

  Individual
Variable
Annuities

 
   

No surrender charge

  $ 54,500   $ 19,507   $ 10,984   $ 54,369   $ 15,639   $ 12,085  

0% - 2%

    1,336     3,141     4,136     1,210     3,500     3,855  

Greater than 2% - 4%

    1,209     3,893     2,252     1,400     5,180     2,279  

Greater than 4%

    4,517     21,695     8,782     3,562     23,567     7,701  

Non-surrenderable

    1,082     3,550     857     777     3,108     163  
   

Total reserves

  $ 62,644   $ 51,786   $ 27,011   $ 61,318   $ 50,994   $ 26,083  
   

Surrender rates

    8.0 %   6.7 %   10.6 %   8.4 %   7.1 %   12.9 %
   
*
Excludes mutual funds of $10.7 billion and $9.8 billion at June 30, 2012 and 2011, respectively.

The following table summarizes the major components of the changes in SunAmerica DAC/VOBA:

   
Six Months Ended June 30,
(in millions)
  2012
  2011
 
   

Balance, beginning of year

  $ 6,502   $ 9,606  
   

Cumulative effect of accounting change(a)

    -     (2,348 )

Acquisition costs deferred

    395     452  

Amortization expense

    (462 )   (501 )

Change in net unrealized gains on securities

    (353 )   (320 )
   

Balance, end of period(b)

  $ 6,082   $ 6,889  
   
(a)
Represents the retrospective adoption of the accounting standard that amends the accounting for costs incurred by insurance companies that can be capitalized in connection with acquiring or renewing insurance contracts. See Note 2 to Consolidated Financial Statements for further discussion.

(b)
Net of benefit of DAC and VOBA related to net realized capital losses.

    As SunAmerica operates in various markets, the estimated gross profits used to amortize DAC and VOBA are subject to differing market returns and interest rate environments in any single period. The combination of market returns and interest rates may lead to acceleration of amortization in some products and simultaneous deceleration of amortization in other products.

    DAC and VOBA for insurance-oriented, investment-oriented and retirement services products are reviewed for recoverability, which involves estimating the future profitability of current business. This review involves significant management judgment. See Note 2(g) to the Consolidated Financial Statements in the 2011 Annual Report for additional information on DAC and VOBA recoverability.

Aircraft Leasing Operations

    AIG's Aircraft Leasing operations are the operations of ILFC, which generates its revenues primarily from leasing new and used commercial jet aircraft to foreign and domestic airlines, and (since the date of its acquisition by ILFC) AeroTurbine. Aircraft Leasing operations also include gains and losses that result from the remarketing of commercial jet aircraft for ILFC's own account, and remarketing and fleet management services for airlines and other aircraft fleet owners.

130            AIG 2012 Form 10-Q


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American International Group, Inc.

Aircraft Leasing Results

Aircraft Leasing results were as follows:

   
 
  Three Months
Ended June 30,
   
  Six Months
Ended June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Aircraft leasing revenues, excluding net realized capital gains (losses):

                                     

Rental revenue

  $ 1,095   $ 1,111     (1 )% $ 2,225   $ 2,252     (1 )%

Interest and other revenues           

    28     7     300     51     4     NM  
   

Total aircraft leasing revenues, excluding net realized capital gains (losses)

    1,123     1,118     -     2,276     2,256     1  
   

Interest expense

    387     393     (2 )   775     785     (1 )

Loss on extinguishment of debt

    2     61     (97 )   23     61     (62 )

Aircraft leasing expense:

                                     

Depreciation expense           

    481     459     5     962     912     5  

Impairments charges, fair value adjustments and lease-related charges           

    75     42     79     130     155     (16 )

Other expenses

    90     77     17     179     140     28  
   

Total aircraft leasing expense

    646     578     12     1,271     1,207     5  
   

Operating income

    88     86     2     207     203     2  

Net realized capital gains (losses)

    (2 )   1     NM     (1 )   4     NM  
   

Pre-tax income

  $ 86   $ 87     (1 )% $ 206   $ 207     - %
   


Quarterly Aircraft Leasing Results

    Aircraft Leasing pre-tax income remained constant due to:

    These items were offset by lower losses on extinguishment of debt.


Year-to-Date Aircraft Leasing Results

    Aircraft Leasing pre-tax income remained constant due to:

    These items were offset by lower impairment charges and lower losses on extinguishment of debt.

AIG 2012 Form 10-Q            131


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American International Group, Inc.

Other Operations

    AIG's Other operations include results from Mortgage Guaranty operations, Global Capital Markets operations, Direct Investment book (DIB), Retained Interests and Corporate & Other operations (after allocations to AIG's business segments).

    AIG's Other operations include the following:

132            AIG 2012 Form 10-Q


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American International Group, Inc.

Other Operations Results

The following table presents pre-tax income for AIG's Other operations:

   
 
  Three Months
Ended June 30,
   
  Six Months
Ended June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Mortgage Guaranty

  $ 48   $ 6     NM % $ 56   $ 14     300 %

Global Capital Markets

    (25 )   (169 )   85     63     121     (48 )

Direct Investment book

    485     73     NM     733     483     52  

Retained interests:

                                     

Change in fair value of AIA securities, including realized gain in 2012

    (493 )   1,521     NM     1,302     2,583     (50 )

Change in fair value of ML III

    1,306     (667 )   NM     2,558     77     NM  

Change in the fair value of the MetLife securities prior to their sale

    -     -     NM     -     (157 )   NM  
   

Corporate & Other:

                                     

Interest expense on FRBNY Credit Facility

    -     -     NM     -     (72 )   NM  

Other interest expense

    (474 )   (513 )   8     (945 )   (1,047 )   10  

Corporate expenses, net

    (953 )   (201 )   (374 )   (1,131 )   (259 )   (337 )

Real estate and other non-core businesses

    118     88     34     95     191     (50 )

Loss on extinguishment of debt

    (9 )   (18 )   50     (9 )   (3,331 )   100  

Net realized capital losses

    (117 )   (22 )   (432 )   (100 )   (423 )   76  

Net loss on sale of divested businesses

    -     (2 )   NM     (3 )   (74 )   96  
   

Total Corporate & Other

    (1,435 )   (668 )   (115 )   (2,093 )   (5,015 )   58  
   

Consolidation and eliminations

    (2 )   (9 )   78     1     (16 )   NM  
   

Total Other operations

  $ (116 ) $ 87     NM % $ 2,620   $ (1,910 )   NM %
   


Mortgage Guaranty

The following table presents pre-tax income for Mortgage Guaranty:

   
 
  Three Months
Ended June 30,
   
  Six Months
Ended June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Underwriting results:

                                     

Net premiums written

  $ 212   $ 191     11 % $ 403   $ 395     2 %

(Increase) decrease in unearned premiums

    (33 )   13     NM     (55 )   19     NM  
   

Net premiums earned

    179     204     (12 )   348     414     (16 )

Claims and claims adjustment expenses incurred

    126     183     (31 )   271     376     (28 )

Underwriting expenses

    50     43     16     97     80     21  
   

Underwriting profit (loss)

    3     (22 )   NM     (20 )   (42 )   52  
   

Investing and other results:

                                     

Net investment income

    40     34     18     71     68     4  

Net realized capital gains (losses)

    5     (6 )   NM     5     (12 )   NM  
   

Pre-tax income

  $ 48   $ 6     NM % $ 56   $ 14     300 %
   

AIG 2012 Form 10-Q            133


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American International Group, Inc.

Quarterly Mortgage Guaranty Results

    Mortgage Guaranty pre-tax income increased in the three-month period ended June 30, 2012 compared to the same period in 2011 primarily due to:

    Partially offset by:

Year-to-Date Mortgage Guaranty Results

    Mortgage Guaranty pre-tax results improved in the six month period ended June 30, 2012 compared to the same period in 2011 primarily due to:

    Partially offset by:

    New insurance written, which represents the original principal balance of the insured mortgages, was approximately $15 billion and $6 billion for the six months ended June 30, 2012 and 2011, respectively. The increase in new insurance written is the result of the market acceptance by lenders of UGC's risk-based pricing model and withdrawal of certain competitors from the market during 2011. See Outlook — Other Operations — Mortgage Guaranty for further discussion.

134            AIG 2012 Form 10-Q


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American International Group, Inc.

Risk-in-Force

The following table presents risk in force and delinquency ratio information for Mortgage Guaranty domestic business:

   
At June 30,
(dollars in billions)
  2012
  2011
 
   

Domestic first-lien:

             

Risk in force

  $ 26.6   $ 24.7  

60+ day delinquency ratio on primary loans(a)

    10.3 %   14.6 %

Domestic second-lien:

             

Risk in force(b)

  $ 1.4   $ 1.7  
   
(a)
Based on number of policies.

(b)
Represents the full amount of second-lien loans insured reduced for contractual aggregate loss limits on certain pools of loans, usually 10 percent of the full amount of loans insured in each pool. Certain second-lien pools have reinstatement provisions, which will expire as the loan balances are repaid.


Global Capital Markets (GCM) Operations

Quarterly Global Capital Markets Results

    GCM's pre-tax loss decreased in the three-month period ended June 30, 2012 compared to the same period in 2011 primarily due to improvement in unrealized market valuations related to the super senior CDS portfolio and a decrease in operating expenses partially offset by an decline in net credit valuation adjustments on the GCM derivative assets and liabilities. For the three-month period ended June 30, 2012, an unrealized market valuation gain of $57 million was recognized compared to an unrealized market valuation loss of $94 million in 2011. The improvement resulted primarily from CDS transactions written on multi-sector CDOs driven by price movements and amortization within the CDS portfolio. For the three-month period ended June 30, 2012, a net credit valuation adjustment loss of $54 million was recognized compared to a net credit valuation adjustment loss of $2 million in 2011 due to a widening of counterparty credit spreads.

Year-to-Date Global Capital Markets Results

    GCM's pre-tax income decreased in the six-month period ended June 30, 2012 compared to the same period in 2011 primarily due to a decline in net credit valuation adjustments on the GCM derivative assets and liabilities and a decline in unrealized market valuations related to the super senior CDS portfolio, partially offset by a decrease in operating expenses. For the six-month period ended June 30, 2012, a net credit valuation adjustment loss of $76 million was recognized compared to a net credit valuation adjustment gain of $26 million in 2011 due to a tightening of AIG's credit spreads relative to those of its counterparties. For the six-month period ended June 30, 2012, an unrealized market valuation gain of $197 million was recognized compared to an unrealized market valuation gain of $229 million in 2011. The decline in gains resulted primarily from CDS transactions written on Corporate debt/CLOs driven by price movements within the CDS portfolio.

    See Critical Accounting Estimates — Level 3 Assets and Liabilities herein for a discussion of the super senior CDS portfolio.

AIG 2012 Form 10-Q            135


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American International Group, Inc.

Direct Investment Book Results

Quarterly Direct Investment Book Results

    The DIB's pre-tax income increased in the three-month period ended June 30, 2012 compared to the same period in 2011 primarily due to improvement in net credit valuation adjustments on the DIB assets and liabilities for which the fair value option was elected and $118 million of gains realized from unwinding certain transactions, partially offset by losses in the MIP driven by negative spread income. For the three-month period ended June 30, 2012, a net credit valuation adjustment gain of $321 million was recognized compared to a net credit valuation adjustment gain of $16 million in 2011 due to the tightening of counterparty credit spreads on assets and the widening of AIG's credit spreads on liabilities.

Year-to-Date Direct Investment Book Results

    The DIB's pre-tax income increased in the six-month period ended June 30, 2012 compared to the same period in 2011 primarily due to realized capital gains in 2012 partially offset by a decline in net credit valuation adjustments on the DIB assets and liabilities for which the fair value option was elected. In the first quarter of 2012, the DIB realized a capital gain of $426 million on the sale of 35.7 million common units of The Blackstone Group L.P. In addition, the DIB recognized gains of $122 million from unwinding certain transactions. For the six-month period ended June 30, 2012, a net credit valuation adjustment gain of $130 million was recognized compared to a net credit valuation adjustment gain of $316 million in 2011 due to the adverse impact of tightening of AIG's credit spreads.

The following table presents credit valuation adjustment gains (losses) for the DIB assets and liabilities for which the fair value option was elected (excluding intercompany transactions):

   
(in millions)
   
   
   
 

 

 
Counterparty Credit
Valuation Adjustment on Assets
  AIG's Own Credit
Valuation Adjustment on Liabilities
 

Three Months Ended June 30, 2012

                 

Bond trading securities

  $ 248  

Notes and bonds payable

  $ 18  

Loans and other assets

    10  

Hybrid financial instrument liabilities

    26  

       

Guaranteed Investment Agreements

    17  

       

Other liabilities

    2  

 

     

Increase in assets

  $ 258  

Decrease in liabilities

  $ 63  

 

     

Net pre-tax increase to Other income

  $ 321            
   

Three Months Ended June 30, 2011

                 

Bond trading securities

  $ (43 )

Notes and bonds payable

  $ 14  

Loans and other assets

    2  

Hybrid financial instrument liabilities

    22  

       

GIAs

    20  

       

Other liabilities

    1  

 

     

Decrease in assets

  $ (41 )

Decrease in liabilities

  $ 57  

 

     

Net pre-tax increase to Other income

  $ 16            
   

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(in millions)
   
   
   
 

 

 
Counterparty Credit
Valuation Adjustment on Assets
  AIG's Own Credit
Valuation Adjustment on Liabilities
 

Six Months Ended June 30, 2012

                 

Bond trading securities

  $ 602  

Notes and bonds payable

  $ (183 )

Loans and other assets

    23  

Hybrid financial instrument liabilities

    (216 )

       

Guaranteed Investment Agreements

    (73 )

       

Other liabilities

    (23 )

 

     

Increase in assets

  $ 625  

Increase in liabilities

  $ (495 )

 

     

Net pre-tax increase to Other income

  $ 130            
   

Six Months Ended June 30, 2011

                 

Bond trading securities

  $ 282  

Notes and bonds payable

  $ (4 )

Loans and other assets

    18  

Hybrid financial instrument liabilities

    (8 )

       

GIAs

    29  

       

Other liabilities

    (1 )

 

     

Increase in assets

  $ 300  

Decrease in liabilities

  $ 16  

 

     

Net pre-tax increase to Other income

  $ 316            
   


Retained Interests

Change in Fair Value of AIA Securities

    On March 7, 2012, AIG sold 1.72 billion ordinary shares of AIA and recognized a gain of $0.6 billion. AIG's percentage of AIA ordinary shares decreased from approximately 33 percent to approximately 19 percent as a result of this sale. The fair value of AIG's remaining interest in AIA securities decreased $493 million for the three month period ended June 30, 2012 and increased $0.7 billion for six-month period ended June 30, 2012.

Change in Fair Value of ML III

    The gains attributable to AIG's interest in ML III for 2012 were based in part on sales of ML III assets by the FRBNY.

Change in Fair Value of the MetLife Securities Prior to Sale

    AIG recognized a loss in 2011, representing the decline in the securities' value, due to market conditions, from December 31, 2010 through the date of their sale in the first quarter of 2011.


Corporate & Other

    Corporate & Other reported a higher pre-tax loss in the three months ended June 30, 2012 compared to the same period in 2011 primarily due to an increased estimated litigation liability of approximately $719 million during the second quarter of 2012 based on developments in several actions and higher net realized capital losses resulting from derivative losses driven by spread tightening and the U.S. dollar strengthening against most foreign currencies. These items were partially offset by foreign exchange gains on third party debt during the three-month period ended June 30, 2012, reflecting the strengthening of the U.S. dollar against the euro and the British pound.

    Corporate & Other reported a decline in pre-tax losses in the six months ended June 30, 2012 primarily due to the following:

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    Partially offsetting these improvements was an increase in corporate expenses due to an increased estimated litigation liability of approximately $719 million during the second quarter of 2012 based on developments in several actions, ongoing corporate initiatives, higher compensation expense which varies in part based on AIG's stock price, lower gains on real estate dispositions and equity losses on real estate investments.


CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

The following table presents AIG's consolidated comprehensive income (loss):

   
 
  Three Months
Ended June 30,
   
  Six Months
Ended June 30,
   
 
 
  Percentage
Change

  Percentage
Change

 
(in millions)
  2012
  2011
  2012
  2011
 
   

Net income

  $ 2,339   $ 2,053     14 % $ 5,788   $ 3,554     63 %
   

Change in unrealized appreciation of investments

    2,080     2,249     (8 )   4,791     2,826     70  

Change in deferred acquisition costs adjustment and other

    (119 )   (530 )   78     (498 )   (688 )   28  

Change in future policy benefits

    (101 )   -     NM     (67 )   -     NM  

Change in foreign currency translation adjustments

    (512 )   308     NM     (425 )   957     NM  

Change in net derivative gains (losses) arising from cash flow hedging activities

    4     13     (69 )   8     31     (74 )

Change in retirement plan liabilities adjustment

    17     8     113     46     10     360  

Change attributable to divestitures and deconsolidations

    -     -     NM     -     (2,334 )   NM  

Deferred tax asset (liability)

    (459 )   66     NM     (1,220 )   532     NM  
   

Other comprehensive income

    910     2,114     (57 )   2,635     1,334     98  
   

Comprehensive income

    3,249     4,167     (22 )   8,423     4,888     72  
   

Total comprehensive income (loss) attributable to noncontrolling interests

    (1 )   134     NM     245     374     (34 )
   

Comprehensive income attributable to AIG

  $ 3,250   $ 4,033     (19 )% $ 8,178   $ 4,514     81 %
   

Change in Unrealized Appreciation of Investments

    The increases in 2012 were primarily attributable to appreciation in bonds available for sale due to lower interest rates. U.S. Treasury rates increased during the first quarter of 2012, however spreads narrowed more than the increase in U.S. Treasuries, resulting in lower rates and increased unrealized appreciation in the quarter. U.S. Treasury rates declined during the second quarter of 2012, with the ten year rate declining to a historical low during the quarter. Partially offsetting the U.S. Treasury rate decline were widening spreads, although the increased spreads were less than the U.S. Treasury rate decline.

    During 2011 the insurance operations portfolios experienced appreciation in bonds available for sale, increased valuations on cost method partnerships, and appreciation on equities available for sale. The bond appreciation was driven by lower rates, with spread tightening on high yield securities more than offsetting the U.S. Treasury rate increase during the first quarter of 2011. Higher valuations on cost method partnerships also contributed to the

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appreciation during the first quarter of 2011, driven by positive equity market performance. A combination of lower U.S. Treasury rates and spread tightening on investment grade securities drove appreciation during second quarter of 2011, with an additional contribution coming from appreciation in AIG's investment in the PICC Property and Casualty Co. Ltd.

    The effects of reclassification adjustments included in net income on unrealized appreciation of investments were $865 million and $1,787 million, respectively, for the three and six months ended June 30, 2012 compared to $661 million and $897 million, respectively, in the three and six months ended June 30, 2011.

    See Investments — Investment Highlights — Securities available for sale herein for a table on the gross unrealized gains (losses) of AIG's available for sale securities by type of security.

Change in Deferred Acquisition Costs Adjustment and Other

    DAC for investment-oriented products adjusted for changes in estimated gross profits that result from changes in the net unrealized gains or losses on fixed maturity and equity securities available for sale. Because fixed maturity and equity securities available for sale are carried at aggregate fair value, an adjustment is made to DAC equal to the change in DAC amortization that would have been recorded if such securities had been sold at their stated aggregate fair value and the proceeds reinvested at current yields. The change in these adjustments, net of tax, is included with the change in net unrealized appreciation (depreciation) of investments that is credited or charged directly to Accumulated other comprehensive income (loss). The change in deferred acquisition costs in 2012 is primarily the result of increases in the unrealized appreciation of investments supporting interest-sensitive products.

Change in Future Policy Benefits

    Primarily as a result of the significant decline in interest rates during the three month period ended June 30, 2012, AIG recorded additional future policy benefits through other comprehensive income. This change in future policy benefits assume the securities underlying certain traditional long-duration products had been sold at their stated aggregate fair value and reinvested at current yields. This increase in future policy benefits was partially offset by loss reserve recognition resulting from sales of securities in unrealized gain positions.

Change in Foreign Currency Translation Adjustments

    Foreign currency translation adjustments decreased in the three months ended June 30, 2012 due to the strengthening of the U.S. dollar against the Japanese yen, British pound and euro and as a result of the closing of the Nan Shan sale in the third quarter of 2011.

    Foreign currency translation adjustments decreased in the six months ended June 30, 2012 due to the strengthening of the U.S. dollar against the Japanese yen and euro and as a result of the sale of Nan Shan Life Insurance Company, Ltd. in the third quarter of 2011.

Change in Net Derivative Gains (Losses) Arising from Cash Flow Hedging Activities

    The decline primarily reflects the gradual run-off of the cash flow hedge portfolio, partially offset by a decline in the interest rate environment.

Retirement Plan Liabilities Adjustment

    The change is due to the fluctuation in exchange rates in effect for 2012 compared to 2011, a one-time adjustment made for divested business units in 2011 and the amortization of a larger net actuarial loss balance that existed at year-end 2011. The larger net actuarial loss balance at year-end 2011 was the result of lower discount rates used to value the U.S. plans at year-end 2011 compared to year-end 2010.

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Divestitures and Deconsolidations

    The change attributable to divestitures and deconsolidations in 2011 primarily reflects the derecognition of all items in Accumulated other comprehensive income (loss) at the time of sale for AIG Star and AIG Edison.

Deferred Taxes on Other Comprehensive Income

    For the three and six months ended June 30, 2012, the effective tax rates on pre-tax Other Comprehensive Income were 33.5 percent and 31.7 percent, respectively. The effective tax rates differ from the statutory 35 percent rate primarily due to a decrease in the valuation allowance and the effects of foreign operations.

    For the three and six months ended June 30, 2011, the effective tax rates on pre-tax Other Comprehensive Income were (3.2) percent and (66.3) percent, respectively. The effective tax rates differ from the statutory 35 percent rate primarily due to a decrease in the valuation allowance, the AIG Star and AIG Edison dispositions, changes in the estimated U.S. tax liability with respect to the potential sale of subsidiaries and the effects of foreign operations.


CAPITAL RESOURCES AND LIQUIDITY

OVERVIEW

    AIG Parent's primary sources of liquidity are short-term investments and borrowing availability under syndicated credit and contingent liquidity facilities. In addition, subject to market conditions, AIG expects to access the debt markets from time to time to meet its financing needs, which include the payment of maturing debt of AIG and its subsidiaries.

    Highlights of actions taken during the six months ended June 30, 2012 that affected capital resources and liquidity include:

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    See Note 1 to the Consolidated Financial Statements and Liquidity of Parent and Subsidiaries — Sources of Liquidity herein for further discussion.


LIQUIDITY ADEQUACY MANAGEMENT

    AIG maintains a stress testing and liquidity framework to systematically assess its aggregate exposure to its most significant risks. This framework is built on AIG's existing Enterprise Risk Management (ERM) stress testing methodology for both insurance and non-insurance operations. The scenarios are performed with a two-year time horizon and capital adequacy requirements consider both financial and insurance risks.

    AIG's insurance operations must comply with numerous constraints on their minimum capital positions. These constraints are guiding requirements for capital adequacy for individual businesses, based on capital assessments under rating agency, regulatory and business requirements. Using ERM's stress testing methodology, the capital impact of potential stresses is evaluated relative to the binding capital constraint of each business operation to determine the liquidity required of AIG Parent to support the insurance operations and maintain their target capitalization levels. Added to this amount is the contingent liquidity required under stressed scenarios for non-insurance operations, including the Global Capital Markets derivatives portfolio, the Direct Investment book and ILFC.

    AIG's consolidated risk target is to maintain a minimum liquidity buffer such that AIG Parent's liquidity requirements under the ERM stress scenarios do not exceed 80 percent of AIG Parent's overall liquidity sources over the specified two-year horizon. If the 80 percent minimum threshold is projected to be breached over this defined time horizon, AIG will take appropriate actions to further increase liquidity sources or reduce liquidity requirements to maintain the target threshold, although no assurance can be given that this can be achieved under then-prevailing market conditions.

    AIG has in place unconditional capital maintenance agreements (CMAs) with certain domestic Chartis and SunAmerica insurance companies. These CMAs are expected to continue to enhance AIG's capital management practices, and will help manage the flow of capital and funds between AIG Parent and its insurance company subsidiaries. AIG has also entered into and expects to enter into additional CMAs with certain other insurance companies as needed in 2012. For additional details regarding CMAs, see Liquidity of Parent and Subsidiaries — Chartis, and SunAmerica, below.

Dividend Restrictions

    See Note 10 to the Consolidated Financial Statements for a discussion of potential restrictions on payments of dividends to common shareholders.

    See Note 18 to the Consolidated Financial Statements in the 2011 Annual Report for a discussion of restrictions on payments of dividends by AIG and its subsidiaries.

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ANALYSIS OF SOURCES AND USES OF CASH

The following table presents selected data from AIG's Consolidated Statement of Cash Flows:

   
Six Months Ended June 30,
(in millions)
  2012
  2011
 
   

Summary:

             

Net cash provided by (used in) operating activities

  $ 1,632   $ (3,537 )

Net cash provided by investing activities

    10,871     37,821  

Net cash used in financing activities

    (12,721 )   (33,714 )

Effect of exchange rate changes on cash

    (24 )   29  
   

Increase (decrease) in cash

    (242 )   599  

Cash at beginning of year

    1,474     1,558  

Change in cash of businesses held for sale

    -     433  
   

Cash at end of period

  $ 1,232   $ 2,590  
   

Operating Cash Flow Activities

    Interest payments totaled $2.1 billion and $7.1 billion for the six months ended June 30, 2012 and 2011, respectively. Cash paid for interest in the first six months of 2011 includes the payment of FRBNY Credit Facility accrued compounded interest totaling $4.7 billion. Excluding interest payments, AIG generated positive operating cash flow of $3.7 billion and $3.6 billion in 2012 and 2011, respectively.

    Cash provided by Chartis operating activities was $0.5 billion for the six months ended June 30, 2012 compared to cash used of $0.4 billion in the same period in 2011, primarily reflecting lower catastrophe losses that were partially offset by declines in net premiums written as a result of strategic initiatives related to improved risk selection. Insurance companies generally receive most premiums in advance of the payment of claims or policy benefits. The ability of Chartis to generate positive cash flow is affected by the frequency and severity of losses under its insurance policies, policy retention rates and operating expenses. The six months ended in 2011 were affected by significant catastrophe losses, including the Tohoku Catastrophe in Japan and earthquakes in New Zealand.

    Cash provided by operating activities by SunAmerica was $1.0 billion for the six months ended June 30, 2012 compared to cash used of $0.3 billion in the same period in 2011, primarily reflecting continued growth in total life sales and a low interest rate environment. Aircraft Leasing generated cash from operating activities of $1.4 billion and $1.2 billion during the same periods. These cash flows reflected operating performance that was generally consistent for Aircraft Leasing in both periods.

    The six months ended June 30, 2011 included $2.7 billion of operating cash flows from divested foreign life insurance subsidiaries, including Nan Shan, AIG Star and AIG Edison.

Investing Cash Flow Activities

    Net cash provided by investing activities for the six months ended June 30, 2012 includes the following items:

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    Net cash provided by investing activities in 2011 was primarily attributable to the utilization of previously restricted cash generated from the AIA initial public offering and the disposition of MetLife securities received in the ALICO sale. The restrictions on the cash were released in connection with the Recapitalization in 2011.

Financing Cash Flow Activities

    Net cash used in financing activities during the six months ended June 30, 2012 includes the following activities:

    Net cash used in financing activities for 2011 primarily resulted from the repayment of the FRBNY Credit Facility and the $9.1 billion partial repayment of the AIA SPV Preferred Interests and the preferred interests in AM Holdings LLC (the ALICO SPV) in connection with the Recapitalization and use of proceeds received from the sales of foreign life insurance entities in 2011, all within Other operations.


LIQUIDITY OF PARENT AND SUBSIDIARIES

AIG Parent

    In the first six months of 2012, the Department of the Treasury, as the selling shareholder, completed two registered public offerings of AIG Common Stock:

    In the first quarter of 2012, AIG issued $750 million principal amount of 3.000% Notes Due 2015 and $1.25 billion principal amount of 3.800% Notes Due 2017, the proceeds of which were used to continue to reduce the risk of, and better match the assets and liabilities in, the MIP.

    In May 2012, AIG issued $750 million principal amount of 4.875% Notes Due 2022 and in June 2012, AIG issued an additional $750 million principal amount of these notes. The proceeds from these offerings are being used for general corporate purposes which are currently expected to include the repayment of debt maturing in 2013.

    In March 2012, AIG paid down in full the remaining liquidation preference of the Department of Treasury's AIA SPV Preferred Interests and redeemed the Department of the Treasury's preferred participating return rights under the AIA SPV and the ALICO SPV limited liability company agreements.

    As a result of these payments, the equity interests in ILFC, the ordinary shares of AIA held by the AIA SPV, the common equity interest in the AIA SPV held by AIG, AIG's interests in ML III, and the $1.6 billion in cash held in escrow to secure indemnifications provided to MetLife, Inc. (MetLife), all of which had been held as security to support the repayments of the AIA SPV Preferred Interests, were released from that pledge.

    In connection with the indemnity obligations under the ALICO stock purchase agreement, as of June 30, 2012, approximately $1.6 billion of proceeds from the sale of ALICO were on deposit in an escrow arrangement. On July 13, 2012, MetLife and AIG entered into a letter agreement which among other things, provided that $950 million held in escrow would be released to AIG on August 31, 2012 instead of November 1, 2012 as

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originally provided under the ALICO stock purchase agreement. The amount required to be held in escrow declines to zero in May 2013, although indemnification claims then pending will reduce the amount that can be released to AIG.

    AIG maintains substantial actual and contingent liquidity.

The following table presents AIG Parent's liquidity:

   
(In millions)
  As of
June 30, 2012

 
   

Cash and short-term investments(a)

  $ 7,259  

Available capacity under Syndicated Credit Facilities(b)

    3,237  

Available capacity under Contingent Liquidity Facilities(c)

    1,000  
   

Total AIG Parent liquidity sources

  $ 11,496  
   
(a)
Includes reverse repurchase agreements totaling $5.4 billion used to reduce unsecured exposures.

(b)
For additional information relating to the syndicated bank credit facilities, see Credit Facilities below.

(c)
For additional information relating to the contingent liquidity facilities, see Contingent Liquidity Facilities below.

Sources of Liquidity

    AIG Parent's primary sources of liquidity are dividends, distributions, and other payments from subsidiaries, as well as credit facilities and contingent liquidity facilities. In addition, as noted above, AIG expects to access the debt markets from time to time to meet its financing needs. In the first six months of 2012, AIG Parent:

Uses of Liquidity

    AIG Parent's primary uses of cash flow are for debt service, capital management, operating expenses and subsidiary capital needs. In the first six months of 2012, AIG Parent:

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    AIG believes that it has sufficient liquidity at the AIG Parent level to satisfy future liquidity requirements and meet its obligations, including requirements arising out of reasonably foreseeable contingencies or events. No assurance can be given, however, that AIG's cash needs will not exceed its projected liquidity. Additional collateral calls, deterioration in investment portfolios or reserve strengthening affecting statutory surplus, higher surrenders of annuities and other policies, downgrades in AIG's credit ratings, or catastrophic losses may result in significant additional cash needs, loss of some sources of liquidity, or both. Regulatory and other legal restrictions could limit AIG's ability to transfer funds freely, either to or from its subsidiaries.

Chartis

    AIG currently expects that its Chartis subsidiaries will be able to continue to satisfy future liquidity requirements and meet their obligations, including those arising from reasonably foreseeable contingencies or events, through cash from operations and, to the extent necessary, asset dispositions. Chartis subsidiaries maintain substantial liquidity in the form of cash and short-term investments, totaling $6.7 billion as of June 30, 2012. Further, Chartis businesses maintain significant levels of investment-grade fixed maturity securities, including substantial holdings in government and corporate bonds, which Chartis could monetize in the event liquidity levels are deemed insufficient.

    One or more large catastrophes may require AIG to provide support to the affected Chartis operations. In addition, downgrades in AIG's credit ratings could put pressure on the insurer financial strength ratings of its subsidiaries, which could result in non-renewals or cancellations by policyholders and adversely affect the relevant subsidiary's ability to meet its own obligations, and require AIG to provide capital or liquidity support to the subsidiary. Increases in market interest rates may adversely affect the financial strength ratings of Chartis subsidiaries, as rating agency capital models may reduce the amount of available capital relative to required capital. Other potential events that could cause a liquidity strain include economic collapse of a nation or region significant to Chartis operations, nationalization, terrorist acts, pandemics or other events causing economic or political upheaval.

    In February 2011, AIG entered into CMAs with certain Chartis domestic property and casualty insurance companies. Among other things, the CMAs provide that AIG will maintain the total adjusted capital of these Chartis insurance companies at or above a specified minimum percentage of the companies' projected total authorized control level Risk-Based Capital (RBC) (as defined by National Association of Insurance Commissioners (NAIC) guidelines and determined based on the companies' statutory financial statements). As a result, the CMAs provide that if the total adjusted capital of these Chartis insurance companies falls below the specified minimum percentage of their respective total authorized control level RBCs, AIG will contribute cash or other instruments admissible under applicable regulations to these Chartis insurance companies in the amount necessary to increase total adjusted capital to a level at least equal to such specified minimum percentage. Any required contribution under the CMAs would generally be made during the second and fourth quarters of each year; however, AIG may also make contributions in such amounts and at such times as it deems appropriate. In addition, the CMAs provide that if the total adjusted capital of these Chartis insurance companies is in excess of that same specified minimum percentage of their respective total authorized control level RBCs, subject to board approval, the companies would declare and pay ordinary dividends to their respective equity holders up to an amount that is the lesser of (i) the amount necessary to reduce projected or actual total adjusted capital to a level equal to or not materially greater than such specified minimum percentage or (ii) the maximum amount of ordinary dividends permitted under applicable insurance law. The CMAs do not prohibit, however, the payment of extraordinary dividends, subject to board or regulatory approval, to reduce projected or actual total adjusted capital to a level equal to or not materially greater than the specified minimum percentage. Any required dividend

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under the CMAs would generally be made on a quarterly basis. As structured, the CMAs contemplate that the specified minimum percentage would be reviewed and agreed upon at least annually. The initial specified minimum percentage was 425 percent. For the year ended December 31, 2011, AIG received a total of approximately $1.3 billion in dividends from Chartis and made no contributions to Chartis under the CMAs.

    In February 2012, AIG, Chartis and certain Chartis domestic property and casualty insurance companies entered into a new, single CMA, which replaces the CMAs entered into in February 2011. The new CMA is structured similarly to the CMAs that it replaces, except that under the new CMA, the total adjusted capital and total authorized control level RBC of these Chartis insurance companies are measured as a group (the Fleet) rather than on an individual company basis. As a result, the new CMA provides that AIG will maintain the total adjusted capital of the Fleet at or above a specified minimum percentage of the Fleet's projected total authorized control level RBC. The initial specified minimum percentage is 350 percent. For the three-month period ended June 30, 2012, AIG received a total of approximately $0.5 billion of cash dividends from Chartis. For the six-month period ended June 30, 2012, AIG received a total of approximately $1.5 billion in dividends from Chartis, consisting of cash and municipal bonds, and made no contributions to Chartis under the new CMA.

    In March 2012, the National Union Fire Insurance Company of Pittsburgh, Pa. (NUFI), a Chartis subsidiary, became a member of the Federal Home Loan Bank of Pittsburgh. FHLB membership provides participants with access to various services, including access to low-cost advances through pledging of certain mortgage-backed securities, government and agency securities and other qualifying assets. These advances may be used to provide an additional source of liquidity for balance sheet management or contingency funding purposes. As of June 30, 2012, NUFI had no advances outstanding under this facility.

    During September 2011, a $725 million letter of credit facility was put in place, under which Chartis Inc. and Ascot Corporate Name Limited (ACNL) acted as co-obligors. ACNL, a Chartis subsidiary and member of the Lloyd's of London insurance syndicate (Lloyd's), is required to hold capital at Lloyd's, known as Funds at Lloyds (FAL). Under the new facility, which supports the 2012 and 2013 years of account, the entire FAL requirement of $583 million as of June 30, 2012 was satisfied with a letter of credit.

SunAmerica

    Management considers the sources of liquidity for SunAmerica subsidiaries adequate to satisfy future liquidity requirements and meet their obligations, including those arising from reasonably foreseeable contingencies or events, through cash from operations and, to the extent necessary, asset dispositions. Management, however, has recently initiated some specific programs intended to provide additional sources of actual and contingent liquidity. The SunAmerica companies continue to maintain liquidity in the form of cash and short-term investments, totaling $6.9 billion as of June 30, 2012. In the first six months of 2012, SunAmerica provided $2.4 billion of liquidity to AIG Parent through payment of dividends from insurance subsidiaries. These payments from the insurance companies included a $1.6 billion return of capital distribution of the insurance subsidiaries interests in ML II from the FRBNY's sale of the underlying assets.

    The most significant potential liquidity requirements of the SunAmerica companies are the funding of product surrenders, withdrawals and maturities. Given the size and liquidity profile of SunAmerica's investment portfolios, AIG believes that normal deviations from projected claim or surrender experience would not constitute a significant liquidity risk. As part of its risk management framework, SunAmerica continues to evaluate and implement programs to enhance its liquidity position and facilitate SunAmerica's ability to maintain a fully invested asset portfolio, including securities lending programs and other secured financings structured to increase liquidity.

    During 2012, SunAmerica began utilizing securities lending programs to supplement liquidity or for other uses as deemed appropriate by management. Under these programs, the SunAmerica companies lend securities to financial institutions and receive collateral equal to 102 percent of the fair value of the loaned securities. Reinvestment of cash collateral received is restricted to highly liquid short-term investments. SunAmerica's liability to the borrower for collateral received was $1.88 billion as of June 30, 2012. In addition, in 2011, certain

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SunAmerica insurance companies became members of the FHLBs in their respective districts, primarily as an additional source of liquidity or for other uses deemed appropriate by management. As of June 30, 2012, SunAmerica had borrowed $82 million from the FHLBs.

    In March 2011, AIG entered into CMAs with certain SunAmerica insurance companies. Among other things, the CMAs provide that AIG will maintain the total adjusted capital of these SunAmerica insurance companies at or above a specified minimum percentage of the companies' projected Company Action Level RBCs. As a result, the CMAs provide that if the total adjusted capital of these SunAmerica insurance companies falls below the specified minimum percentage of their respective Company Action Level RBCs, AIG will contribute cash or instruments admissible under applicable regulations to these SunAmerica insurance companies in the amount necessary to increase total adjusted capital to a level at least equal to such specified minimum percentage. Any required contribution under the CMAs would generally be made during the second and fourth quarters of each year; however, AIG may also make contributions in such amounts and at such times as it deems appropriate. In addition, the CMAs provide that if the total adjusted capital of these SunAmerica insurance companies is in excess of that same specified minimum percentage of their respective total company action level RBCs, subject to board approval, the companies would declare and pay ordinary dividends to their respective equity holders up to an amount that is the lesser of (i) the amount necessary to reduce projected or actual total adjusted capital to a level equal to or not materially greater than such specified minimum percentage or (ii) the maximum amount of ordinary dividends permitted under applicable insurance law. The CMAs do not prohibit, however, the payment of extraordinary dividends, subject to board and regulatory approval, to reduce projected or actual total adjusted capital to a level equal to or not materially greater than the specified minimum percentage. Any required dividend under the CMAs would generally be made on a quarterly basis. As structured, the CMAs contemplate that the specified minimum percentage would be reviewed and agreed upon at least annually. The initial specified minimum percentage was 350 percent, except for the CMA with AGC Life Insurance Company, which had a specified minimum percentage of 250 percent. For the year ended December 31, 2011, AIG received a total of approximately $1.4 billion in distributions from SunAmerica in the form of note repayments. For the three and six months ended June 30, 2012, AIG received a total of approximately $0.8 billion and $2.4 billion, respectively, in distributions from SunAmerica in the form of note repayments. AIG made no contributions under the CMAs in either period. Effective March 30, 2012, the specified minimum percentage increased from 350 percent to 435 percent, except for the CMA with AGC Life Insurance Company, where the specified minimum percentage remained at 250 percent.

Aircraft Leasing

    ILFC's sources of liquidity include existing cash and short-term investments of $2.4 billion, future cash flows from operations, revolving credit facilities, debt issuances, and aircraft sales, subject to market and other conditions. Uses of liquidity for ILFC primarily consist of aircraft purchases and debt repayments. On February 23, 2012, ILFC closed on a $900 million senior secured term loan due in 2017. ILFC used the proceeds from this loan to prepay the $457 million outstanding under its five-year syndicated facility, and the remainder for general corporate purposes. The senior secured term loan is secured primarily by a first priority perfected lien on the equity of certain ILFC subsidiaries that directly or indirectly own a pool of aircraft and related leases. Also on February 23, 2012, AeroTurbine amended its revolving credit facility to increase the maximum aggregate amount available by $95 million to $430 million.

    On March 19, 2012, ILFC issued $1.5 billion aggregate principal amount of senior unsecured notes, consisting of $750 million principal amount of 4.875% Notes due 2015 and $750 million principal amount of 5.875% Notes due 2019. Part of the proceeds from the sale of these notes were used to prepay ILFC's $750 million senior secured term loan scheduled to mature in 2015 and the remainder will be used for general corporate purposes, including the repayment of debt and the purchase of aircraft.

    On April 12, 2012, ILFC refinanced its $550 million secured term loan due in 2016. The new secured term loan, which matures in April 2016, bears interest at LIBOR plus a margin of 3.75% with a LIBOR floor of 1.0%, as

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compared to interest of LIBOR plus a margin of 5.0% and a LIBOR floor of 2.0% for the loan that was refinanced.

    On April 23, 2012, ILFC closed on a $203 million senior secured term loan due in 2018. ILFC used the proceeds from this loan for the acquisition of seven new aircraft delivered in 2012.

    See Debt herein for further details on ILFC's revolving credit facilities and outstanding debt.

Other Operations

Mortgage Guaranty

    AIG currently expects that its Mortgage Guaranty subsidiaries will be able to continue to satisfy future liquidity requirements and meet their obligations, including requirements arising out of reasonably foreseeable contingencies or events, through cash from operations and, to the extent necessary, asset dispositions. Mortgage Guaranty subsidiaries maintain substantial liquidity in the form of cash and short-term investments, totaling $1.0 billion as of June 30, 2012. Further, Mortgage Guaranty businesses maintain significant levels of investment-grade fixed maturity securities, including substantial holdings in municipal and corporate bonds ($3.8 billion in the aggregate at June 30, 2012), which they could monetize in the event liquidity levels are insufficient to meet obligations.

Global Capital Markets

    Global Capital Markets acts as the derivatives intermediary between AIG companies and third parties and executes its derivative trades under International Swaps and Derivatives Association, Inc. (ISDA) agreements. The agreements with third parties typically require collateral postings. Many of GCM's transactions with AIG and its subsidiaries also include collateral posting requirements. However, generally, no collateral is called under these contracts unless it is needed to satisfy posting requirements with third parties. Most of the GCM's credit default swaps are subject to collateral posting provisions. These provisions differ among counterparties and asset classes. The amount of future collateral posting requirements is a function of AIG's credit ratings, the rating of the reference obligations and the market value of the relevant reference obligations, with the latter being the most significant factor. AIG estimates the amount of potential future collateral postings associated with the super senior credit default swaps using various methodologies. The contingent liquidity requirements associated with such potential future collateral postings are incorporated into AIG's liquidity planning assumptions.

    As of June 30, 2012, GCM has total assets of $8.4 billion and total liabilities of $4.8 billion. GCM's assets consists primarily of cash, short-term investments, other receivables, net of allowance, and unrealized gains on swaps, options and forwards. GCM's liabilities consists primarily of trade payables and unrealized losses on swaps, options and forwards. GCM continues to rely upon AIG Parent to meet most of its collateral and other liquidity requirements in connection with its remaining derivatives portfolio. Collateral posted by operations included in GCM to third parties was $4.4 billion and $5.1 billion at June 30, 2012 and December 31, 2011, respectively. Collateral obtained by operations included in GCM from third parties was $778 million and $1.2 billion at June 30, 2012 and December 31, 2011, respectively. The collateral amounts reflect counterparty netting adjustments available under master netting agreements and are inclusive of collateral that exceeded the fair value of derivatives as of the reporting date.

Direct Investment Book

    The DIB is comprised of the MIP and certain non-derivative assets and liabilities of AIGFP. The DIB's assets consist primarily of cash, short term investments, fixed maturity securities issued by U.S. government and government sponsored entities, mortgage and asset backed securities and to a lesser extent bank loans, mortgage loans and equity securities. The DIB's liabilities consist primarily of notes and other borrowings supported by assets as well as other short term obligations related to unsettled trades and short-term financing obligations. As of June 30, 2012, the DIB had total assets of $37.6 billion and total liabilities of $29.2 billion. The assets and

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liabilities of the DIB exclude the value of interest rate and foreign exchange hedges that are in place related to the cash assets and liabilities of AIGFP included in the DIB. The value of these hedges is included in the assets and liabilities of GCM.

    AIG's risk target for the DIB is to maintain sufficient liquidity, at all times, to cover any payments on maturing DIB liabilities even under the stress scenarios defined by ERM. Management believes that the DIB has sufficient liquidity to meet all of its maturing liabilities even in these stress scenarios, without having to liquidate DIB assets or rely on additional liquidity from AIG Parent. If the DIB's risk target is breached, AIG expects to take appropriate actions to increase the DIB's liquidity sources or reduce liquidity requirements to maintain the risk target, although no assurance can be given that this can be achieved under then-prevailing market conditions. Any additional liquidity shortfalls would need to be funded by AIG Parent.

    During the six-months ended June 30, 2012, the DIB used current program liquidity to pay down $4.8 billion in debt. In addition, in the first quarter of 2012, AIG issued $2.0 billion aggregate principal amount of unsecured notes, consisting of $750 million principal amount of 3.000% Notes Due 2015 and $1.25 billion principal amount of 3.800% Notes Due 2017. The proceeds from the sale of these notes are being used to continue to reduce the risk of, and better match the assets and liabilities in, the MIP and the notes are included within MIP notes payable in the debt outstanding table in "Debt — Debt Maturities" below.

    During the first quarter of 2012, AIG allocated cash from the DIB to pay down the AIA SPV Preferred Interests. In exchange, AIG's remaining interest in ML III and the future proceeds from the cash held in escrow to secure indemnities provided to MetLife were allocated to the MIP (See Outlook — Other Operations — Direct Investment Book for further information on the ML III distribution). From time to time, AIG may utilize cash allocated to the DIB that is not required to meet the risk target for general corporate purposes unrelated to the DIB.

    Collateral posted by operations included in the DIB to third parties was $5.0 billion and $5.1 billion at June 30, 2012 and December 31, 2011, respectively. This collateral primarily consists of securities of the U.S. government and government sponsored entities and generally cannot be repledged or resold by the counterparties.


CREDIT FACILITIES

    AIG maintains credit facilities as potential sources of liquidity for general corporate purposes. Currently, AIG and ILFC maintain committed, revolving credit facilities, including a facility that provides for the issuance of letters of credit, summarized in the following table for general corporate purposes and for letter of credit issuance. AIG currently expects to replace or extend these credit facilities on or prior to their expiration, although no assurance can be given that these facilities will be replaced on favorable terms or at all. One of the facilities, as noted below, contains a "term-out option" allowing for the conversion by the borrower of any outstanding loans at expiration into one-year term loans. All facilities, except for ILFC's four-year AeroTurbine syndicated credit facility maturing December 2015, are unsecured.

   
June 30, 2012
(in millions)
Facility

  Size
  Available
Amount

  Expiration
  One-Year
Term-Out
Option

  Effective
Date

 
   

AIG:

                           

364-Day Syndicated Facility

  $ 1,500   $ 1,500   October 2012   Yes     10/12/2011  

4-Year Syndicated Facility

    3,000     1,737   October 2015   No     10/12/2011  
   

Total AIG

  $ 4,500   $ 3,237                
   

ILFC:

                           

4-Year AeroTurbine Syndicated Facility

    430     160   December 2015   No     12/9/2011  

3-Year Syndicated Facility

    2,000     2,000   January 2014   No     1/31/2011  
   

Total ILFC

  $ 2,430   $ 2,160                
   

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    The AIG 4-Year Syndicated Facility provides for $3.0 billion of revolving loans, which includes a $1.5 billion letter of credit sublimit. In May 2012, the letters of credit outstanding were reduced by $37 million; as a result, the available amount for letters of credit under the 4-Year Syndicated Facility was increased by the same amount. As of June 30, 2012, approximately $1.3 billion of letters of credit were outstanding under the letter of credit sublimit within the 4-Year Syndicated Facility, so that approximately $1.7 billion remains available under this facility, of which $237 million is available for letters of credit. AIG expects that it may draw down on the 364-Day and 4-Year facilities from time to time, and may use the proceeds for general corporate purposes.

    AIG's ability to borrow under these facilities is not contingent on its credit ratings. However, AIG's ability to borrow under these facilities is conditioned on the satisfaction of certain legal, operating, administrative and financial covenants and other requirements contained in the facilities, including covenants relating to AIG's maintenance of a specified total consolidated net worth, total consolidated debt to total consolidated capitalization and total priority debt (defined as debt of AIG's subsidiaries and secured debt of AIG) to total consolidated capitalization. Failure to satisfy these and other requirements contained in the credit facilities would restrict AIG's access to the facilities and, consequently, could have a material adverse effect on AIG's financial condition, results of operations and liquidity.

    ILFC's three-year credit facility, which became effective January 31, 2011, contains customary events of default and restrictive financial covenants that, among other things, restrict ILFC from entering into secured financing in excess of 30 percent of its consolidated tangible net assets, as defined in the agreement, less $2.0 billion, excluding fixed asset financings. As of June 30, 2012, ILFC would be able to incur an additional $3.3 billion of secured indebtedness under this covenant. Prior to April 16, 2010, ILFC had a $2.5 billion five-year syndicated facility which was scheduled to expire in October 2011. ILFC subsequently amended and extended the facility to mature in October 2012. ILFC repaid $457 million outstanding under the facility and terminated the facility on February 23, 2012. ILFC is a guarantor for a four-year credit facility entered into by AeroTurbine, a wholly-owned subsidiary of ILFC, whose assets are pledged as security for the outstanding amount. In February 2012, ILFC increased AeroTurbine's facility by $95 million to $430 million.


CONTINGENT LIQUIDITY FACILITIES

    AIG has access to contingent liquidity facilities of up to $1 billion as potential sources of liquidity for general corporate purposes:

    AIG's ability to borrow under these facilities is not contingent on its credit ratings.

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CONTRACTUAL OBLIGATIONS

The following table summarizes contractual obligations in total, and by remaining maturity:

   
June 30, 2012

   
   
  Payments due by Period  
(in millions)
  Total
Payments

  Remainder
of 2012

  2013 -
2014

  2015 -
2016

  2017
  Thereafter
 
   

Loss reserves

  $ 91,107   $ 11,115   $ 29,336   $ 16,172   $ 5,284   $ 29,200  

Insurance and investment contract liabilities

    239,557     13,347     27,028     25,494     11,097     162,591  

Aircraft purchase commitments

    18,509     1,066     3,068     5,669     4,235     4,471  

Borrowings

    72,092     1,984     12,829     12,571     9,034     35,674  

Interest payments on borrowings

    53,886     1,966     7,607     6,464     2,601     35,248  

Other long-term obligations(a)

    162     16     38     15     12     81  
   

Total(b)

  $ 475,313   $ 29,494   $ 79,906   $ 66,385   $ 32,263   $ 267,265  
   
(a)
Primarily includes contracts to purchase future services and other capital expenditures.

(b)
Does not reflect unrecognized tax benefits of $4.4 billion, the timing of which is uncertain. In addition, the majority of AIG's credit default swaps require AIG to provide credit protection on a designated portfolio of loans or debt securities. At June 30, 2012, the fair value derivative liability was $2.4 billion, relating to the super senior multi-sector CDO credit default swap portfolio. Due to the long-term maturities of these credit default swaps, AIG is unable to make reasonable estimates of the periods during which any payments would be made. However, at June 30, 2012, collateral posted with respect to these swaps was $2.1 billion.


OFF-BALANCE SHEET ARRANGEMENTS AND COMMERCIAL COMMITMENTS

The following table summarizes Off-Balance Sheet Arrangements and Commercial Commitments in total, and by remaining maturity:

   
June 30, 2012

   
   
  Amount of Commitment Expiring  
(in millions)
  Total Amounts
Committed

  Remainder
of 2012

  2013 -
2014

  2015 -
2016

  2017
  Thereafter
 
   

Guarantees:

                                     

Liquidity facilities(a)

  $ 101   $ -   $ -   $ -   $ -   $ 101  

Standby letters of credit           

    322     309     10     3     -     -  

Guarantees of indebtedness

    185     -     -     -     -     185  

All other guarantees(b)           

    416     62     19     157     54     124  

Commitments:

                                     

Investment commitments(c)

    2,523     2,096     268     159     -     -  

Commitments to extend credit

    402     354     47     -     -     1  

Letters of credit

    26     15     11     -     -     -  

Other commercial commitments(d)

    804     18     4     -     -     782  
   

Total(e)

  $ 4,779   $ 2,854   $ 359   $ 319   $ 54   $ 1,193  
   
(a)
Primarily represents liquidity facilities provided in connection with certain municipal swap transactions and collateralized bond obligations.

(b)
Includes residual value guarantees associated with aircraft and SunAmerica construction guarantees connected to affordable housing investments. Excludes potential amounts attributable to indemnification obligations included in asset sales agreements. See Note 9 to the Consolidated Financial Statements.

(c)
Includes commitments to invest in private equity, hedge funds and mutual funds and commitments to purchase and develop real estate in the United States and abroad. The commitments to invest in private equity funds, hedge funds and other funds are called at the discretion of each fund, as needed for funding new investments or expenses of the fund. The expiration of these commitments is estimated in the table above based on the expected life cycle of the related fund, consistent with past trends of requirements for funding. Investors under these commitments are primarily insurance and real estate subsidiaries.

(d)
Excludes commitments with respect to pension plans. The remaining pension contribution for 2012 is expected to be approximately $44 million for U.S. and non-U.S. plans.

(e)
Does not include guarantees, capital maintenance agreements or other support arrangements among AIG consolidated entities.

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Securities Financing

    The fair value of securities transferred under repurchase agreements accounted for as sales was $259 million and $2.1 billion at June 30, 2012 and December 31, 2011, respectively, and the related cash collateral obtained was $204 million and $1.6 billion at June 30, 2012 and December 31, 2011, respectively.

Arrangements with Variable Interest Entities

    While AIG enters into various arrangements with variable interest entities (VIEs) in the normal course of business, AIG's involvement with VIEs is primarily as a passive investor in fixed maturities (rated and unrated) and equity interests issued by VIEs. AIG consolidates a VIE when it is the primary beneficiary of the entity. For a further discussion of AIG's involvement with VIEs, see Note 7 to the Consolidated Financial Statements.


DEBT

Debt Maturities

The following table summarizes maturing debt at June 30, 2012 of AIG and its subsidiaries for the next four quarters:

   
(in millions)
  Third
Quarter
2012

  Fourth
Quarter
2012

  First
Quarter
2013

  Second
Quarter
2013

  Total
 
   

ILFC

  $ 767   $ 162   $ 1,376   $ 737   $ 3,042  

Borrowings supported by assets (DIB)

    408     497     503     128     1,536  

General borrowings

    -     150     -     -     150  

Other

    -     -     46     7     53  
   

Total

  $ 1,175   $ 809   $ 1,925   $ 872   $ 4,781  
   

    Resources available to meet maturing obligations include:

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The following table provides the rollforward of AIG's total debt outstanding:

   
Six Months Ended June 30, 2012

(in millions)
  Balance at
December 31,
2011

  Issuances
  Maturities
and
Repayments

  Effect of
Foreign
Exchange

  Other
Changes

  Balance at
June 30,
2012

 
   

Debt issued or guaranteed by AIG:

                                     

General borrowings:

                                     

Notes and bonds payable

  $ 12,725   $ 1,508   $ (244 ) $ (20 ) $ (14 ) $ 13,955  

Junior subordinated debt

    9,327     -     -     (20 )   (4 )   9,303  

Loans and mortgages payable

    234     -     (2 )   (5 )   1     228  

SunAmerica Financial Group, Inc. notes and bonds payable

    298     -     -     -     -     298  

Liabilities connected to trust preferred stock

    1,339     -     -     -     -     1,339  
   

Total general borrowings

    23,923     1,508     (246 )   (45 )   (17 )   25,123  
   

Borrowings supported by assets:

                                     

MIP notes payable

    10,147     1,996     (2,556 )   (143 )   (61 )   9,383  

Series AIGFP matched notes and bonds payable

    3,807     -     (181 )   -     (13 )   3,613  

GIAs, at fair value

    7,964     289     (885 )   -     135 (a)   7,503  

Notes and bonds payable, at fair value

    2,316     15     (1,122 )   -     454 (a)   1,663  

Loans and mortgages payable, at fair value

    486     -     (244 )   -     (4 )(a)   238  
   

Total borrowings supported by assets

    24,720     2,300     (4,988 )   (143 )   511     22,400  
   

Total debt issued or guaranteed by AIG

    48,643     3,808     (5,234 )   (188 )   494     47,523  
   

Debt not guaranteed by AIG:

                                     

ILFC:

                                     

Notes and bonds payable, ECA facility, bank financings and other secured financings(b)

    23,365     2,731     (2,884 )   -     17     23,229  

Junior subordinated debt

    999     -     -     -     -     999  
   

Total ILFC debt

    24,364     2,731     (2,884 )   -     17     24,228  
   

Other subsidiaries notes, bonds, loans and mortgages payable

    393     57     (94 )   (16 )   1     341  
   

Debt of consolidated investments(c)

    1,853     180     (169 )   -     (59 )   1,805  
   

Total debt not guaranteed by AIG

    26,610     2,968     (3,147 )   (16 )   (41 )   26,374  
   

Total debt

  $ 75,253   $ 6,776   $ (8,381 ) $ (204 ) $ 453   $ 73,897  
   
(a)
Primarily represents adjustments to the fair value of debt.

(b)
Includes $9.5 billion of secured financings, of which $288 million are non-recourse to ILFC.

(c)
At June 30, 2012, includes debt of consolidated investments primarily held through AIG Global Real Estate Investment Corp., AIG Credit Corp. and SunAmerica of $1.3 billion, $218 million and $104 million, respectively.

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The following table presents maturities of long-term debt (including unamortized original issue discount, hedge accounting valuation adjustments and fair value adjustments, when applicable), excluding $1.8 billion in borrowings of consolidated investments:

   
 
   
   
  Year Ending  
June 30, 2012
(in millions)
   
  Remainder
of 2012

 
  Total
  2013
  2014
  2015
  2016
  2017
  Thereafter
 
   

General borrowings:

                                                 

Notes and bonds payable

  $ 13,955   $ -   $ 1,468   $ 500   $ 998   $ 1,697   $ 1,402   $ 7,890  

Junior subordinated debt

    9,303     -     -     -     -     -     -     9,303  

Loans and mortgages payable

    228     150     2     -     2     -     -     74  

SAFG, Inc. notes and bonds payable

    298     -     -     -     -     -     -     298  

Liabilities connected to trust
preferred stock

    1,339     -     -     -     -     -     -     1,339  
   

AIG general borrowings

  $ 25,123   $ 150   $ 1,470   $ 500   $ 1,000   $ 1,697   $ 1,402   $ 18,904  
   

Borrowings supported by assets:

                                                 

MIP notes payable

    9,383     63     835     1,607     1,013     1,349     3,959     557  

Series AIGFP matched notes and
bonds payable

    3,613     -     3     -     -     -     20     3,590  

GIAs, at fair value

    7,503     477     234     647     597     313     259     4,976  

Notes and bonds payable, at fair value

    1,663     127     367     52     167     341     104     505  

Loans and mortgages payable,
at fair value

    238     238     -     -     -     -     -     -  
   

AIG borrowings supported by assets

    22,400     905     1,439     2,306     1,777     2,003     4,342     9,628  
   

ILFC(a):

                                                 

Notes and bonds payable

    13,702     622     3,421     1,040     2,010     1,000     2,000     3,609  

Junior subordinated debt

    999     -     -     -     -     -     -     999  

ECA Facility(b)

    2,121     214     429     424     336     258     202     258  

Bank financings and other secured
financings

    7,406     93     186     1,557     452     2,009     1,080     2,029  
   

Total ILFC

    24,228     929     4,036     3,021     2,798     3,267     3,282     6,895  
   

Other subsidiaries notes, bonds, loans and mortgages payable(a)           

    341     -     54     3     24     5     8     247  
   

Total

  $ 72,092   $ 1,984   $ 6,999   $ 5,830   $ 5,599   $ 6,972   $ 9,034   $ 35,674  
   
(a)
AIG does not guarantee these borrowings.

(b)
Reflects future minimum payment for ILFC's borrowings under the 2004 Export Credit Agency (ECA) Facility.

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CREDIT RATINGS

    The cost and availability of unsecured financing for AIG and its subsidiaries are generally dependent on their short- and long-term debt ratings. The following table presents the credit ratings of AIG and certain of its subsidiaries as of July 27, 2012. In parentheses, following the initial occurrence in the table of each rating, is an indication of that rating's relative rank within the agency's rating categories. That ranking refers only to the generic or major rating category and not to the modifiers appended to the rating by the rating agencies to denote relative position within such generic or major category.

 
 
  Short-Term Debt   Senior Long-Term Debt
 
  Moody's
  S&P
  Moody's(a)
  S&P(b)
  Fitch(c)
 

AIG

  P-2 (2nd of 3)     A-2 (2nd of 8 ) Baa 1 (4th of 9)   A- (3rd of 8)   BBB (4th of 9)

  Stable Outlook         Stable Outlook   Stable Outlook   Stable Outlook
 

AIG Financial Products Corp.(d)

  P-2     A-2   Baa 1   A-   -

  Stable Outlook         Stable Outlook   Stable Outlook    
 

AIG Funding, Inc.(d)

  P-2     A-2   -   -   -

  Stable Outlook                  
 

ILFC

  Not prime     -   Ba3 (5th of 9)   BBB- (4th of 8)   BB (5th of 9)

  Stable Outlook         Stable Outlook   Stable Outlook   Stable Outlook
 
(a)
Moody's appends numerical modifiers 1, 2 and 3 to the generic rating categories to show relative position within the rating categories.

(b)
S&P ratings may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

(c)
Fitch ratings may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

(d)
AIG guarantees all obligations of AIG Financial Products Corp. and AIG Funding, Inc.

    These credit ratings are current opinions of the rating agencies. As such, they may be changed, suspended or withdrawn at any time by the rating agencies as a result of changes in, or unavailability of, information or based on other circumstances. Ratings may also be withdrawn at AIG management's request. This discussion of ratings is not a complete list of ratings of AIG and its subsidiaries.

    "Ratings triggers" have been defined by one independent rating agency to include clauses or agreements the outcome of which depends upon the level of ratings maintained by one or more rating agencies. "Ratings triggers" generally relate to events that (i) could result in the termination or limitation of credit availability, or require accelerated repayment, (ii) could result in the termination of business contracts or (iii) could require a company to post collateral for the benefit of counterparties.

    Adverse ratings actions regarding our long-term debt ratings by the major rating agencies would require AIGFP to post additional collateral payments pursuant to, and/or permit the termination of, derivative transactions to which AIGFP is a party, which could adversely affect AIG's business, its consolidated results of operations in a reporting period or its liquidity. Credit ratings estimate a company's ability to meet its obligations and may directly affect the cost and availability to that company of financing. In the event of a further downgrade of AIG's long-term senior debt ratings, AIGFP would be required to post additional collateral, and certain of AIGFP's counterparties would be permitted to elect early termination of contracts.

    The actual amount of collateral required to be posted to counterparties in the event of such downgrades, or the aggregate amount of payments that AIG could be required to make, depends on market conditions, the fair value of outstanding affected transactions and other factors prevailing at the time of the downgrade.

    For a discussion of the effects of downgrades in the financial strength ratings of AIG's insurance companies or AIG's credit ratings, see Note 8 to the Consolidated Financial Statements and Part I, Item 1A. Risk Factors in the 2011 Annual Report.

AIG 2012 Form 10-Q            155


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American International Group, Inc.

INVESTMENTS

MARKET CONDITIONS

    AIG's investments and investment strategies were affected by the following conditions in the second quarter of 2012:


INVESTMENT STRATEGIES

    AIG's investment strategies are tailored to the specific business needs of each operating unit. The investment objectives are driven by the business model for each of the businesses: general insurance, life insurance, retirement services and the Direct Investment book. The primary objectives are generation of investment income, preservation of capital, liquidity management and growth of surplus to support the insurance products.

    At the local operating unit level, investment strategies are based on considerations that include the local market, general market conditions, liability duration and cash flow characteristics, rating agency and regulatory capital considerations, legal investment limitations, tax optimization and diversification. The majority of assets backing insurance liabilities at AIG consist of intermediate and long duration fixed maturity securities.


INVESTMENT HIGHLIGHTS

    An overview of investment activities during the first half of 2012 follows:

156            AIG 2012 Form 10-Q


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American International Group, Inc.

    Net investment income and unrealized and realized gains and losses are discussed under Consolidated Results.

Credit Ratings

    At June 30, 2012, approximately 88 percent of fixed maturity securities were held by AIG's domestic entities. Approximately 18 percent of such securities were rated AAA by one or more of the principal rating agencies, and approximately 16 percent were rated below investment grade or not rated. AIG's investment decision process relies primarily on internally generated fundamental analysis and internal risk ratings. Third-party rating services' ratings and opinions provide one source of independent perspective for consideration in the internal analysis.

    A significant portion of AIG's foreign entities fixed maturity securities portfolio is rated by Moody's, S&P or similar foreign rating services. Rating services are not available for some foreign issued securities. AIG's Credit Risk Management department closely reviews the credit quality of the foreign portfolio's non-rated fixed maturity securities. At June 30, 2012, approximately 21 percent of such investments were either rated AAA or, on the basis of AIG's internal analysis, were equivalent from a credit standpoint to securities rated AAA, and approximately 3 percent were rated below investment grade or not rated at that date. Approximately 51 percent of the foreign entities' fixed maturity securities portfolio is comprised of sovereign fixed maturity securities supporting policy liabilities in the country of issuance.

    With respect to AIG's fixed maturity investments, the credit ratings in the table below and in subsequent tables reflect: (a) a composite of the ratings of the three major rating agencies, or when agency ratings are not available, the rating assigned by the National Association of Insurance Commissioners (NAIC) Securities Valuations Office (SVO) (over 97 percent of total fixed maturity investments), or (b) AIG's equivalent internal ratings when these investments have not been rated by any of the major rating agencies or the NAIC. The "Non-rated" category in those tables consists of fixed maturity investments that have not been rated by any of the major rating agencies, the NAIC or AIG, and represents primarily AIG's interest in ML III.

    See Enterprise Risk Management herein for a discussion of credit risks associated with Investments.

The following table presents the credit ratings of AIG's fixed maturity investments based on fair value:

   
 
  June 30,
2012

  December 31,
2011

 
   

Rating:

             

AAA

    19 %   21 %

AA

    19     20  

A

    21     22  

BBB

    27     25  

Below investment grade

    11     10  

Non-rated

    3     2  
   

Total

    100 %   100 %
   

AIG 2012 Form 10-Q            157


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American International Group, Inc.


INVESTMENTS BY SEGMENT

The following tables summarize the composition of AIG's investments by reportable segment:

   
 
  Reportable Segment    
   
 
(in millions)
  Chartis
  SunAmerica
  Aircraft
Leasing

  Other
Operations

  Total
 
   

June 30, 2012

                               

Fixed maturity securities:

                               

Bonds available for sale, at fair value

  $ 100,576   $ 156,669   $ -   $ 5,769   $ 263,014  

Bond trading securities, at fair value                

    1,498     2,475     -     26,946     30,919  

Equity securities:

                               

Common and preferred stock available for sale, at fair value           

    2,707     233     1     6     2,947  

Common and preferred stock trading, at fair value                     

    -     -     -     103     103  

Mortgage and other loans receivable, net of allowance

    500     16,888     60     1,939     19,387  

Flight equipment primarily under operating leases, net of accumulated depreciation

    -     -     35,095     -     35,095  

Other invested assets

    12,868     13,032     -     10,800 (b)   36,700  

Short-term investments

    5,877     6,712     2,361     9,415     24,365  
   

Total investments(a)

    124,026     196,009     37,517     54,978     412,530  

Cash

    807     186     50     189     1,232  
   

Total invested assets

  $ 124,833   $ 196,195   $ 37,567   $ 55,167   $ 413,762  
   

December 31, 2011

                               

Fixed maturity securities:

                               

Bonds available for sale, at fair value

  $ 103,831   $ 154,912   $ -   $ 5,238   $ 263,981  

Bond trading securities, at fair value                

    88     1,583     -     22,693     24,364  

Equity securities:

                               

Common and preferred stock available for sale, at fair value           

    2,895     208     1     520     3,624  

Common and preferred stock trading, at fair value                     

    -     -     -     125     125  

Mortgage and other loans receivable, net of allowance

    553     16,759     90     2,087     19,489  

Flight equipment primarily under operating leases, net of accumulated depreciation

    -     -     35,539     -     35,539  

Other invested assets

    12,279     12,560     -     15,905 (b)   40,744  

Short-term investments

    4,660     3,318     1,910     12,684     22,572  
   

Total investments(a)

    124,306     189,340     37,540     59,252     410,438  

Cash

    673     463     65     273     1,474  
   

Total invested assets

  $ 124,979   $ 189,803   $ 37,605   $ 59,525   $ 411,912  
   
(a)
At June 30, 2012, approximately 88 percent and 12 percent of investments were held by domestic and foreign entities, respectively, compared to approximately 90 percent and 10 percent, respectively, at December 31, 2011.

(b)
Includes $7.7 billion and $12.4 billion of AIA ordinary shares at June 30, 2012 and December 31, 2011, respectively.

158            AIG 2012 Form 10-Q


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American International Group, Inc.


AVAILABLE FOR SALE INVESTMENTS

The following table presents the amortized cost or cost and fair value of AIG's available for sale securities and other invested assets carried at fair value:

   
(in millions)
  Amortized
Cost or
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Other-Than-
Temporary
Impairments
in AOCI
(a)
 
   

June 30, 2012

                               

Bonds available for sale:

                               

U.S. government and government sponsored entities

  $ 3,665   $ 355   $ (3 ) $ 4,017   $ -  

Obligations of states, municipalities and political subdivisions

    34,597     2,717     (60 )   37,254     (24 )

Non-U.S. governments

    24,245     1,187     (51 )   25,381     -  

Corporate debt

    133,688     13,577     (937 )   146,328     109  

Mortgage-backed, asset-backed and collateralized:

                               

RMBS

    32,453     1,920     (715 )   33,658     179  

CMBS

    8,931     535     (675 )   8,791     (167 )

CDO/ABS

    7,211     667     (293 )   7,585     119  
   

Total mortgage-backed, asset-backed and collateralized                     

    48,595     3,122     (1,683 )   50,034     131  
   

Total bonds available for sale(b)

    244,790     20,958     (2,734 )   263,014     216  
   

Equity securities available for sale:

                               

Common stock

    1,479     1,213     (41 )   2,651     -  

Preferred stock

    146     39     -     185     -  

Mutual funds

    108     4     (1 )   111     -  
   

Total equity securities available for sale

    1,733     1,256     (42 )   2,947     -  
   

Other invested assets carried at fair value(c)

    5,161     1,854     (143 )   6,872     -  
   

Total

  $ 251,684   $ 24,068   $ (2,919 ) $ 272,833   $ 216  
   

December 31, 2011

                               

Bonds available for sale:

                               

U.S. government and government sponsored entities

  $ 5,661   $ 418   $ (1 ) $ 6,078   $ -  

Obligations of states, municipalities and political subdivisions

    35,017     2,554     (73 )   37,498     (28 )

Non-U.S. governments

    24,843     994     (102 )   25,735     -  

Corporate debt

    134,699     11,844     (1,725 )   144,818     115  

Mortgage-backed, asset-backed and collateralized:

                               

RMBS

    34,780     1,387     (1,563 )   34,604     (716 )

CMBS

    8,449     470     (973 )   7,946     (276 )

CDO/ABS

    7,321     454     (473 )   7,302     49  
   

Total mortgage-backed, asset-backed and collateralized

    50,550     2,311     (3,009 )   49,852     (943 )
   

Total bonds available for sale(b)

    250,770     18,121     (4,910 )   263,981     (856 )
   

Equity securities available for sale:

                               

Common stock

    1,682     1,839     (100 )   3,421     -  

Preferred stock

    83     60     -     143     -  

Mutual funds

    55     6     (1 )   60     -  
   

Total equity securities available for sale

    1,820     1,905     (101 )   3,624     -  
   

Other invested assets carried at fair value(c)

    5,155     1,611     (269 )   6,497     -  
   

Total

  $ 257,745   $ 21,637   $ (5,280 ) $ 274,102   $ (856 )
   
(a)
Represents the amount of other-than-temporary impairment losses recognized in Accumulated other comprehensive income. Amount includes unrealized gains and losses on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

(b)
At June 30, 2012 and December 31, 2011, bonds available for sale held by AIG that were below investment grade or not rated totaled $27.4 billion and $24.2 billion, respectively.

(c)
Represents private equity and hedge fund investments carried at fair value for which unrealized gains and losses are required to be recognized in other comprehensive income.

AIG 2012 Form 10-Q            159


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American International Group, Inc.

    At June 30, 2012, the U.S. municipal bond portfolio was composed primarily of essential service revenue bonds and high-quality tax-backed bonds with 97 percent of the portfolio rated A or higher.

The following table presents the fair value of AIG's available for sale U.S. municipal bond portfolio by state and type:

   
June 30, 2012

(in millions)
  State
General
Obligation

  Local
General
Obligation

  Revenue
  Total
Fair
Value

 
   

State:

                         

California

  $ 594   $ 1,337   $ 3,359   $ 5,290  

Texas

    247     2,552     2,145     4,944  

New York

    45     898     3,728     4,671  

Massachusetts

    941     -     928     1,869  

Washington

    663     319     862     1,844  

Florida

    472     9     1,138     1,619  

Illinois

    215     693     697     1,605  

Virginia

    89     219     905     1,213  

Georgia

    536     74     490     1,100  

Ohio

    251     180     553     984  

Arizona

    -     163     816     979  

Pennsylvania

    474     82     217     773  

New Jersey

    -     1     705     706  

All Other

    2,082     1,550     6,017     9,649  
   

Total(a)(b)

  $ 6,609   $ 8,077   $ 22,560   $ 37,246  
   
(a)
Excludes certain university and not-for-profit entities that issue in the corporate debt market and $8 million of foreign municipal bonds. Includes industrial revenue bonds.

(b)
Includes $7.6 billion of pre-refunded municipal bonds.

The following table presents the industry categories of AIG's available for sale corporate debt securities based on amortized cost:

   
Industry Category
  June 30,
2012

  December 31,
2011

 
   

Financial institutions:

             

Money Center/Global Bank Groups

    8 %   9 %

Regional banks – other

    1     1  

Life insurance

    4     4  

Securities firms and other finance companies

    1     -  

Insurance non-life

    3     3  

Regional banks – North America

    6     6  

Other financial institutions

    5     5  

Utilities

    16     16  

Communications

    8     8  

Consumer noncyclical

    11     11  

Capital goods

    6     6  

Energy

    7     7  

Consumer cyclical

    7     7  

Other

    17     17  
   

Total*

    100 %   100 %
   
*
At June 30, 2012 and December 31, 2011, approximately 94 percent and 95 percent, respectively, of these investments were rated investment grade.

160            AIG 2012 Form 10-Q


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American International Group, Inc.

Investments in RMBS

The following table presents AIG's RMBS investments by year of vintage:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

 
   

Total RMBS*

                                                             

2012

  $ 344   $ 3   $ -   $ 347     1 % $ -   $ -   $ -   $ -     - %

2011

    7,447     434     -     7,881     23     8,972     306     (31 )   9,247     26  

2010

    3,093     175     -     3,268     10     3,787     139     (1 )   3,925     11  

2009

    446     19     -     465     1     598     22     -     620     2  

2008

    494     41     -     535     1     665     49     -     714     2  

2007 and prior

    20,629     1,248     (715 )   21,162     64     20,758     871     (1,531 )   20,098     59  
   

Total RMBS

  $ 32,453   $ 1,920   $ (715 ) $ 33,658     100 % $ 34,780   $ 1,387   $ (1,563 ) $ 34,604     100 %
   

Agency

                                                             

2012

  $ 249   $ 3   $ -   $ 252     2 % $ -   $ -   $ -   $ -     - %

2011

    5,527     395     -     5,922     43     6,701     306     (2 )   7,005     44  

2010

    2,948     173     -     3,121     23     3,636     139     (1 )   3,774     24  

2009

    377     18     -     395     3     528     21     -     549     3  

2008

    494     41     -     535     4     665     49     -     714     4  

2007 and prior

    3,238     420     (1 )   3,657     25     3,852     463     -     4,315     25  
   

Total Agency

  $ 12,833   $ 1,050   $ (1 ) $ 13,882     100 % $ 15,382   $ 978   $ (3 ) $ 16,357     100 %
   

Alt-A

                                                             

2010

  $ 57   $ 1   $ -   $ 58     1 % $ 63   $ 1   $ -   $ 64     1 %

2007 and prior

    6,916     319     (237 )   6,998     99     6,220     135     (611 )   5,744     99  
   

Total Alt-A

  $ 6,973   $ 320   $ (237 ) $ 7,056     100 % $ 6,283   $ 136   $ (611 ) $ 5,808     100 %
   

Subprime

                                                             

2007 and prior

  $ 2,073   $ 63   $ (262 ) $ 1,874     100 % $ 1,792   $ 38   $ (374 ) $ 1,456     100 %
   

Total Subprime

  $ 2,073   $ 63   $ (262 ) $ 1,874     100 % $ 1,792   $ 38   $ (374 ) $ 1,456     100 %
   

Prime non-agency

                                                             

2012

  $ 95   $ -   $ -   $ 95     1 % $ -   $ -   $ -   $ -     - %

2011

    1,920     39     -     1,959     19     2,270     -     (29 )   2,241     21  

2010

    89     -     -     89     1     88     -     -     88     1  

2009

    68     1     -     69     -     70     1     -     71     -  

2007 and prior

    8,009     366     (158 )   8,217     79     8,474     181     (461 )   8,194     78  
   

Total Prime non-agency

  $ 10,181   $ 406   $ (158 ) $ 10,429     100 % $ 10,902   $ 182   $ (490 ) $ 10,594     100 %
   

Total Other Housing Related

  $ 393   $ 81   $ (57 ) $ 417     100 % $ 421   $ 53   $ (85 ) $ 389     100 %
   
*
Includes foreign and jumbo RMBS-related securities.

AIG 2012 Form 10-Q            161


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American International Group, Inc.

The following table presents AIG's RMBS investments by credit rating:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

 
   

Rating:

                                                             

Total RMBS

                                                             

AAA

  $ 15,382   $ 1,089   $ (15 ) $ 16,456     47 % $ 18,502   $ 990   $ (56 ) $ 19,436     53 %

AA

    875     41     (90 )   826     3     1,043     51     (115 )   979     3  

A

    490     13     (12 )   491     1     426     8     (25 )   409     1  

BBB

    899     19     (56 )   862     3     859     9     (95 )   773     3  

Below investment grade(b)

    14,807     758     (542 )   15,023     46     13,942     329     (1,272 )   12,999     40  

Non-rated

    -     -     -     -     -     8     -     -     8     -  
   

Total RMBS(a)

  $ 32,453   $ 1,920   $ (715 ) $ 33,658     100 % $ 34,780   $ 1,387   $ (1,563 ) $ 34,604     100 %
   

Agency RMBS

                                                             

AAA

  $ 12,775   $ 1,039   $ -   $ 13,814     100 % $ 15,382   $ 978   $ (3 ) $ 16,357     100 %

AA

    58     11     (1 )   68     -     -     -     -     -     -  
   

Total Agency

  $ 12,833   $ 1,050   $ (1 ) $ 13,882     100 % $ 15,382   $ 978   $ (3 ) $ 16,357     100 %
   

Alt-A RMBS

                                                             

AAA

  $ 73   $ 1   $ (3 ) $ 71     1 % $ 128   $ 2   $ (4 ) $ 126     2 %

AA

    271     10     (16 )   265     4     405     34     (25 )   414     6  

A

    178     3     (2 )   179     3     162     2     (3 )   161     3  

BBB

    247     7     (16 )   238     3     278     2     (29 )   251     4  

Below investment grade(b)

    6,204     299     (200 )   6,303     89     5,310     96     (550 )   4,856     85  

Non-rated

    -     -     -     -     -     -     -     -     -     -  
   

Total Alt-A

  $ 6,973   $ 320   $ (237 ) $ 7,056     100 % $ 6,283   $ 136   $ (611 ) $ 5,808     100 %
   

Subprime RMBS

                                                             

AAA

  $ 35   $ -   $ (2 ) $ 33     2 % $ 109   $ -   $ (4 ) $ 105     6 %

AA

    134     11     (25 )   120     6     144     10     (27 )   127     8  

A

    116     2     (3 )   115     6     19     -     (1 )   18     1  

BBB

    250     -     (16 )   234     12     253     1     (33 )   221     14  

Below investment grade(b)

    1,538     49     (216 )   1,371     74     1,267     27     (309 )   985     71  

Non-rated

    -     1     -     1     -     -     -     -     -     -  
   

Total Subprime

  $ 2,073   $ 63   $ (262 ) $ 1,874     100 % $ 1,792   $ 38   $ (374 ) $ 1,456     100 %
   

Prime non-agency

                                                             

AAA

  $ 2,496   $ 49   $ (10 ) $ 2,535     24 % $ 2,884   $ 11   $ (45 ) $ 2,850     26 %

AA

    393     8     (37 )   364     4     472     7     (50 )   429     4  

A

    181     7     (4 )   184     2     202     3     (16 )   189     2  

BBB

    361     11     (20 )   352     4     309     6     (28 )   287     3  

Below investment grade(b)

    6,750     331     (87 )   6,994     66     7,027     155     (351 )   6,831     65  

Non-rated

    -     -     -     -     -     8     -     -     8     -  
   

Total prime non-agency

  $ 10,181   $ 406   $ (158 ) $ 10,429     100 % $ 10,902   $ 182   $ (490 ) $ 10,594     100 %
   

Total Other Housing Related

  $ 393   $ 81   $ (57 ) $ 417     100 % $ 421   $ 53   $ (85 ) $ 389     100 %
   
(a)
The weighted average expected life was 6 years at both June 30, 2012 and December 31, 2011.

(b)
Commencing in the second quarter of 2011, AIG purchased certain RMBS securities that had experienced deterioration in credit quality since their origination. See Note 5 to the Consolidated Financial Statements, Investments – Purchased Credit Impaired (PCI) Securities, for additional discussion.

    AIG's underwriting practices for investing in RMBS, other asset-backed securities and CDOs take into consideration the quality of the originator, the manager, the servicer, security credit ratings, underlying characteristics of the mortgages, borrower characteristics, and the level of credit enhancement in the transaction.

162            AIG 2012 Form 10-Q


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American International Group, Inc.

Investments in CMBS

The following table presents the amortized cost, gross unrealized gains (losses) and fair value of AIG's CMBS investments:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

 
   

CMBS (traditional)

  $ 7,007   $ 351   $ (576 ) $ 6,782     79 % $ 6,879   $ 307   $ (853 ) $ 6,333     81 %

ReRemic/CRE CDO

    308     33     (89 )   252     3     345     26     (110 )   261     4  

Agency

    1,086     145     (2 )   1,229     12     1,154     137     (1 )   1,290     14  

Other

    530     6     (8 )   528     6     71     -     (9 )   62     1  
   

Total

  $ 8,931   $ 535   $ (675 ) $ 8,791     100 % $ 8,449   $ 470   $ (973 ) $ 7,946     100 %
   

The following table presents AIG's CMBS investments by year of vintage:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

 
   

Year:

                                                             

2012

  $ 63   $ 1   $ (1 ) $ 63     1 % $ -   $ -   $ -   $ -     - %

2011

    1,177     150     (2 )   1,325     13     1,296     133     (6 )   1,423     15  

2010

    763     29     (2 )   790     8     279     21     (2 )   298     3  

2009

    50     1     -     51     1     41     1     -     42     1  

2008

    182     4     -     186     2     217     1     (7 )   211     3  

2007 and prior

    6,696     350     (670 )   6,376     75     6,616     314     (958 )   5,972     78  
   

Total

  $ 8,931   $ 535   $ (675 ) $ 8,791     100 % $ 8,449   $ 470   $ (973 ) $ 7,946     100 %
   

The following table presents AIG's CMBS investments by credit rating:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

 
   

Rating:

                                                             

AAA

  $ 2,949   $ 297   $ (4 ) $ 3,242     33 % $ 3,431   $ 274   $ (12 ) $ 3,693     40 %

AA

    1,313     38     (6 )   1,345     15     735     20     (21 )   734     9  

A

    1,027     27     (25 )   1,029     11     986     18     (56 )   948     12  

BBB

    1,225     15     (79 )   1,161     14     932     8     (122 )   818     11  

Below investment grade

    2,405     156     (561 )   2,000     27     2,353     149     (762 )   1,740     28  

Non-rated

    12     2     -     14     -     12     1     -     13     -  
   

Total

  $ 8,931   $ 535   $ (675 ) $ 8,791     100 % $ 8,449   $ 470   $ (973 ) $ 7,946     100 %
   

AIG 2012 Form 10-Q            163


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American International Group, Inc.

The following table presents the percentage of AIG's CMBS investments by geographic region based on amortized cost:

   
 
  June 30,
2012

  December 31,
2011

 
   

Geographic region:

             

New York

    16 %   15 %

California

    10     10  

Texas

    6     6  

Florida

    5     5  

Virginia

    4     3  

Illinois

    3     3  

New Jersey

    3     2  

Georgia

    2     2  

Maryland

    2     2  

Pennsylvania

    2     2  

Nevada

    2     2  

Washington

    2     2  

All Other*

    43     46  
   

Total

    100 %   100 %
   
*
Includes Non-U.S. locations.

The following table presents the percentage of AIG's CMBS investments by industry based on amortized cost:

   
 
  June 30,
2012

  December 31,
2011

 
   

Industry:

             

Office

    28 %   28 %

Multi-family*

    25     26  

Retail

    26     25  

Lodging

    8     8  

Industrial

    6     6  

Other

    7     7  
   

Total

    100 %   100 %
   
*
Includes Agency-backed CMBS.

    Although the market value of CMBS holdings has remained stable during the first six months of 2012, the portfolio continues to be below amortized cost. The majority of AIG's investments in CMBS are in tranches that contain substantial protection features through collateral subordination. As indicated in the tables, downgrades have occurred on many CMBS holdings. The majority of CMBS holdings are traditional conduit transactions, broadly diversified across property types and geographical areas.

164            AIG 2012 Form 10-Q


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American International Group, Inc.

Investments in CDOs

The following table presents AIG's CDO investments by collateral type:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

 
   

Collateral Type:

                                                             

Bank loans (CLO)

  $ 2,002   $ 64   $ (205 ) $ 1,861     92 % $ 2,001   $ 52   $ (297 ) $ 1,756     88 %

Synthetic investment grade

    -     106     -     106     -     1     75     -     76     -  

Other

    182     221     (7 )   396     8     255     153     (18 )   390     11  

Subprime ABS

    7     10     (5 )   12     -     11     5     (6 )   10     1  
   

Total

  $ 2,191   $ 401   $ (217 ) $ 2,375     100 % $ 2,268   $ 285   $ (321 ) $ 2,232     100 %
   

The following table presents AIG's CDO investments by credit rating:

   
 
  June 30, 2012   December 31, 2011  
(in millions)
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

  Percent of
Amortized
Cost

 
   

Rating:

                                                             

AAA

  $ 71   $ -   $ (1 ) $ 70     3 % $ 134   $ -   $ (4 ) $ 130     6 %

AA

    306     15     (10 )   311     14     309     11     (21 )   299     13  

A

    1,007     18     (87 )   938     46     854     -     (109 )   745     38  

BBB

    506     2     (87 )   421     23     585     15     (133 )   467     26  

Below investment grade

    301     366     (32 )   635     14     386     259     (54 )   591     17  
   

Total

  $ 2,191   $ 401   $ (217 ) $ 2,375     100 % $ 2,268   $ 285   $ (321 ) $ 2,232     100 %
   


COMMERCIAL MORTGAGE LOANS

    At June 30, 2012, AIG had direct commercial mortgage loan exposure of $13.7 billion. At that date, over 99 percent of the loans were current.

The following table presents the commercial mortgage loan exposure by state and class of loan:

   
June 30, 2012

(dollars in millions)
  Number
of
Loans

  Class    
  Percent
of
Total

 
  Apartments
  Offices
  Retails
  Industrials
  Hotels
  Others
  Total
 
   

State:

                                                       

California

    161   $ 107   $ 1,037   $ 271   $ 831   $ 378   $ 509   $ 3,133     23 %

New York

    78     270     1,220     168     99     87     79     1,923     14  

New Jersey

    59     531     325     281     8     18     68     1,231     9  

Florida

    93     50     244     232     102     20     207     855     6  

Texas

    56     39     316     129     214     81     24     803     6  

Pennsylvania

    61     113     100     142     120     17     14     506     4  

Ohio

    55     160     41     100     65     39     11     416     3  

Maryland

    23     23     188     171     13     4     5     404     3  

Virginia

    28     38     206     50     10     19     1     324     2  

Colorado

    19     11     207     1     -     27     59     305     2  

Other states

    340     370     1,295     993     406     270     486     3,820     28  

Foreign

    64     1     -     -     -     -     2     3     -  
   

Total*

    1,037   $ 1,713   $ 5,179   $ 2,538   $ 1,868   $ 960   $ 1,465   $ 13,723     100 %
   
*
Excludes portfolio valuation losses.

AIG 2012 Form 10-Q            165


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American International Group, Inc.


AIA INVESTMENT

    On March 7, 2012, AIG sold 1.72 billion ordinary shares of AIA for gross cash proceeds of approximately $6.0 billion (the AIA Sale). As a result of the sale, AIG's retained interest in AIA decreased from approximately 33 percent to approximately 19 percent. At June 30, 2012 and December 31, 2011, the carrying value of AIG's retained interest in AIA was $7.7 billion and $12.4 billion, respectively, which was recorded in Other invested assets and accounted for under the fair value option.

    The value of the AIA ordinary shares will fluctuate until their ultimate disposition by AIG. The value of these shares will rise and fall in response to various factors beyond the control of AIG, including the business and financial performance of AIA. AIG is restricted from selling any of its remaining AIA ordinary shares to third parties or entering into hedging transactions that might protect AIG against fluctuations in the value of its remaining interest in AIA until September 4, 2012. After that date, AIG expects to monetize its investment in AIA ordinary shares from time to time depending on market conditions, AIG's liquidity position and opportunities for cash redeployment.


IMPAIRMENTS

The following table presents investment impairments by type:

   
 
  Three Months
Ended June 30,
  Six Months
Ended June 30,
 
(in millions)
  2012
  2011
  2012
  2011
 
   

Fixed maturity securities, available for sale

  $ 105   $ 121   $ 554   $ 328  

Equity securities, available for sale

    45     4     49     22  

Private equity funds and hedge funds

    66     56     231     86  
   

Subtotal

  $ 216   $ 181   $ 834   $ 436  
   

Life settlement contracts

    56     167     114     235  

Real estate

    -     5     7     27  
   

Total

  $ 272   $ 353   $ 955   $ 698  
   

166            AIG 2012 Form 10-Q


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American International Group, Inc.

Other-Than-Temporary Impairments

The following tables present other-than-temporary impairment charges in earnings, excluding impairments on life settlement contracts and real estate.

   
 
  Reportable Segment    
   
 
 
  Other
Operations

   
 
(in millions)
  Chartis
  SunAmerica
  Total
 
   

Three Months Ended June 30, 2012

                         

Impairment Type:

                         

Severity

  $ 5   $ 5   $ -   $ 10  

Change in intent

    -     2     -     2  

Foreign currency declines

    1     -     -     1  

Issuer-specific credit events

    90     107     5     202  

Adverse projected cash flows

    -     1     -     1  
   

Total

  $ 96   $ 115   $ 5   $ 216  
   

Three Months Ended June 30, 2011

                         

Impairment Type:

                         

Severity

  $ 13   $ -   $ -   $ 13  

Change in intent

    -     -     -     -  

Foreign currency declines

    3     -     -     3  

Issuer-specific credit events

    26     130     6     162  

Adverse projected cash flows

    1     2     -     3  
   

Total

  $ 43   $ 132   $ 6   $ 181  
   

Six Months Ended June 30, 2012

                         

Impairment Type:

                         

Severity

  $ 9   $ 5   $ -   $ 14  

Change in intent

    2     20     -     22  

Foreign currency declines

    6     -     -     6  

Issuer-specific credit events

    281     480     27     788  

Adverse projected cash flows

    1     3     -     4  
   

Total

  $ 299   $ 508   $ 27   $ 834  
   

Six Months Ended June 30, 2011

                         

Impairment Type:

                         

Severity

  $ 19   $ 2   $ -   $ 21  

Change in intent

    -     4     -     4  

Foreign currency declines

    5     -     -     5  

Issuer-specific credit events

    37     334     19     390  

Adverse projected cash flows

    1     15     -     16  
   

Total

  $ 62   $ 355   $ 19   $ 436  
   

AIG 2012 Form 10-Q            167


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American International Group, Inc.

Other-than-temporary impairment charges by investment type and type of impairment:

   
(in millions)
  RMBS
  CDO/ABS
  CMBS
  Other Fixed
Maturity

  Equities/Other
Invested Assets
*
  Total
 
   

Three Months Ended June 30, 2012                                            

                                     

Impairment Type:

                                     

Severity

  $ -   $ -   $ -   $ -   $ 10   $ 10  

Change in intent

    -     -     -     -     2     2  

Foreign currency declines

    -     -     -     1     -     1  

Issuer-specific credit events

    70     2     28     2     100     202  

Adverse projected cash flows

    1     -     -     -     -     1  
   

Total

  $ 71   $ 2   $ 28   $ 3   $ 112   $ 216  
   

Three Months Ended June 30, 2011

                                     

Impairment Type:

                                     

Severity

  $ -   $ -   $ -   $ -   $ 13   $ 13  

Change in intent

    -     -     -     -     -     -  

Foreign currency declines

    -     -     -     3     -     3  

Issuer-specific credit events

    82     9     20     4     47     162  

Adverse projected cash flows

    3     -     -     -     -     3  
   

Total

  $ 85   $ 9   $ 20   $ 7   $ 60   $ 181  
   

Six Months Ended June 30, 2012

                                     

Impairment Type:

                                     

Severity

  $ -   $ -   $ -   $ -   $ 14   $ 14  

Change in intent

    -     -     -     -     22     22  

Foreign currency declines

    -     -     -     6     -     6  

Issuer-specific credit events

    400     5     117     21     245     788  

Adverse projected cash flows

    4     -     -     -     -     4  
   

Total

  $ 404   $ 5   $ 117   $ 27   $ 281   $ 834  
   

Six Months Ended June 30, 2011

                                     

Impairment Type:

                                     

Severity

  $ -   $ -   $ -   $ -   $ 21   $ 21  

Change in intent

    -     -     -     2     2     4  

Foreign currency declines

    -     -     -     5     -     5  

Issuer-specific credit events

    226     11     57     11     85     390  

Adverse projected cash flows

    16     -     -     -     -     16  
   

Total

  $ 242   $ 11   $ 57   $ 18   $ 108   $ 436  
   
*
Includes other-than-temporary impairment charges on private equity funds, hedge funds and direct private equity investments.

168            AIG 2012 Form 10-Q


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American International Group, Inc.

Other-than-temporary impairment charges by investment type and credit rating:

   
(in millions)
  RMBS
  CDO/ABS
  CMBS
  Other Fixed
Maturity

  Equities/Other
Invested Assets
*
  Total
 
   

Three Months Ended June 30, 2012                                            

                                     

Rating:

                                     

AAA

  $ -   $ -   $ -   $ 1   $ -   $ 1  

AA

    1     -     -     -     -     1  

A

    -     -     -     -     1     1  

BBB

    1     -     -     -     -     1  

Below investment grade

    69     2     28     2     -     101  

Non-rated

    -     -     -     -     111     111  
   

Total

  $ 71   $ 2   $ 28   $ 3   $ 112   $ 216  
   

Three Months Ended June 30, 2011

                                     

Rating:

                                     

AAA

  $ 3   $ -   $ -   $ 1   $ -   $ 4  

AA

    8     -     -     2     -     10  

A

    2     -     1     -     -     3  

BBB

    3     3     7     -     -     13  

Below investment grade

    69     6     12     3     -     90  

Non-rated

    -     -     -     1     60     61  
   

Total

  $ 85   $ 9   $ 20   $ 7   $ 60   $ 181  
   

Six Months Ended June 30, 2012

                                     

Rating:

                                     

AAA

  $ -   $ -   $ -   $ 1   $ -   $ 1  

AA

    2     -     -     -     -     2  

A

    1     1     -     -     1     3  

BBB

    3     -     -     -     -     3  

Below investment grade

    398     4     117     20     -     539  

Non-rated

    -     -     -     6     280     286  
   

Total

  $ 404   $ 5   $ 117   $ 27   $ 281   $ 834  
   

Six Months Ended June 30, 2011

                                     

Rating:

                                     

AAA

  $ 12   $ -   $ -   $ 2   $ -   $ 14  

AA

    33     -     -     3     -     36  

A

    11     -     -     -     6     17  

BBB

    9     4     9     -     -     22  

Below investment grade

    176     7     48     12     -     243  

Non-rated

    1     -     -     1     102     104  
   

Total

  $ 242   $ 11   $ 57   $ 18   $ 108   $ 436  
   
*
Includes other-than-temporary impairment charges on private equity funds, hedge funds and direct private equity investments.

    Determinations of other-than-temporary impairments are based on fundamental credit analyses of individual securities without regard to rating agency ratings. Based on this analysis, AIG expects to receive cash flows sufficient to cover the amortized cost of all below investment grade securities for which credit impairments were not recognized.

AIG 2012 Form 10-Q            169


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American International Group, Inc.

    AIG recorded other-than-temporary impairment charges in the three- and six-month periods ended June 30, 2012 and 2011 related to:

    With respect to the issuer-specific credit events shown above, no other-than-temporary impairment charge with respect to any one single credit was significant to AIG's consolidated financial condition or results of operations, and no individual other-than-temporary impairment charge exceeded 0.10 percent and 0.05 percent of Total equity in the six-month periods ended June 30, 2012 and 2011, respectively.

    In periods subsequent to the recognition of an other-than-temporary impairment charge for available for sale fixed maturity securities that is not foreign exchange related, AIG generally prospectively accretes into earnings the difference between the new amortized cost and the expected undiscounted recovery value over the remaining expected holding period of the security. The amounts of accretion recognized in earnings were $231 million and $111 million for the three-month periods ended June 30, 2012 and 2011, respectively, and $453 million and $214 million, for the six-month periods ended June 30, 2012 and 2011, respectively. For a discussion of AIG's other-than-temporary impairment accounting policy, see Note 7 to the Consolidated Financial Statements in the 2011 Annual Report.

An aging of the pre-tax unrealized losses of fixed maturity and equity securities, distributed as a percentage of cost relative to unrealized loss (the extent by which the fair value is less than amortized cost or cost), including the number of respective items was as follows:

 

 
June 30, 2012
  Less Than or Equal to 20% of Cost(b)
  Greater Than 20% to 50% of Cost(b)
  Greater Than 50% of Cost(b)
  Total
 

 

 
Aging(a)
(dollars in millions)
  Cost(c)
  Unrealized Loss
  Items(e)
  Cost(c)
  Unrealized Loss
  Items(e)
  Cost(c)
  Unrealized Loss
  Items(e)
  Cost(c)
  Unrealized Loss(d)
  Items(e)
 

 

 

Investment grade bonds

                                                                         

0 - 6 months

  $ 7,873   $ 153     1,290   $ 51   $ 16     2   $ -   $ -     -   $ 7,924   $ 169     1,292  

7 - 11 months

    2,628     85     415     1     -     2     -     -     -     2,629     85     417  

12 months or more

    8,154     534     900     1,538     403     148     45     26     19     9,737     963     1,067  
   

Total

  $ 18,655   $ 772     2,605   $ 1,590   $ 419     152   $ 45   $ 26     19   $ 20,290   $ 1,217     2,776  
   

Below investment grade bonds

                                                                         

0 - 6 months

  $ 3,185   $ 98     945   $ 85   $ 24     21   $ -   $ -     -   $ 3,270   $ 122     966  

7 - 11 months

    1,924     123     301     135     38     23     52     34     14     2,111     195     338  

12 months or more

    3,765     304     572     1,904     604     215     508     292     103     6,177     1,200     890  
   

Total

  $ 8,874   $ 525     1,818   $ 2,124   $ 666     259   $ 560   $ 326     117   $ 11,558   $ 1,517     2,194  
   

Total bonds

                                                                         

0 - 6 months

  $ 11,058   $ 251     2,235   $ 136   $ 40     23   $ -   $ -     -   $ 11,194   $ 291     2,258  

7 - 11 months

    4,552     208     716     136     38     25     52     34     14     4,740     280     755  

12 months or more

    11,919     838     1,472     3,442     1,007     363     553     318     122     15,914     2,163     1,957  
   

Total(e)

  $ 27,529   $ 1,297     4,423   $ 3,714   $ 1,085     411   $ 605   $ 352     136   $ 31,848   $ 2,734     4,970  
   

Equity securities

                                                                         

0 - 11 months

  $ 290   $ 23     156   $ 48   $ 15     58   $ -   $ -     -   $ 338   $ 38     214  

12 months or more

    7     1     12     10     3     18     -     -     -     17     4     30  
   

Total

  $ 297   $ 24     168   $ 58   $ 18     76   $ -   $ -     -   $ 355   $ 42     244  
   
(a)
Represents the number of consecutive months that fair value has been less than cost by any amount.

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(b)
Represents the percentage by which fair value is less than cost at June 30, 2012.

(c)
For bonds, represents amortized cost.

(d)
The effect on Net income of unrealized losses after taxes will be mitigated upon realization because certain realized losses will result in current decreases in the amortization of certain DAC.

(e)
Item count is by CUSIP by subsidiary.

    For the six-month period ended June 30, 2012, net unrealized gains related to fixed maturity and equity securities increased by $4.4 billion primarily resulting from the narrowing of credit spreads.

    As of June 30, 2012, the majority of AIG's fixed maturity investments in an unrealized loss position of more than 50 percent for 12 months or more consisted of the unrealized loss of $318 million related to CMBS and RMBS securities originally rated investment grade that are floating rate or that have low fixed coupons relative to current market yields. A total of 19 securities with an amortized cost of $45 million and a net unrealized loss of $26 million are still investment grade. As part of its credit evaluation procedures applied to these and other securities, AIG considers the nature of both the specific securities and the market conditions for those securities. For most security types supported by real estate-related assets, current market yields continue to be higher than the yields were at the respective issuance dates of the securities. This is largely due to investors demanding additional yield premium for securities whose performance is closely linked to the commercial and residential real estate sectors. In addition, for floating rate securities, persistently low LIBOR levels continue to make these securities less attractive.

    AIG believes that the lack of demand for commercial and residential real estate collateral-based securities, low contractual coupons and interest rate spreads, and the deterioration in the level of collateral support due to real estate market conditions are the primary reasons for these securities trading at significant price discounts. Based on its analysis, and taking into account the level of subordination below these securities, AIG continues to believe that the expected cash flows from these securities will be sufficient to recover the amortized cost of its investment. AIG continues to monitor these positions for potential credit impairments that could result from further deterioration in commercial and residential real estate fundamentals.

    See also Note 5 to the Consolidated Financial Statements for further discussion of AIG's investment portfolio.


ENTERPRISE RISK MANAGEMENT

OVERVIEW

    Risk management is a key element of AIG's approach to corporate governance. AIG has an integrated process for managing risks throughout the organization. The Board has oversight responsibility for the management of risk. AIG's ERM Department supervises and integrates the risk management functions in each of AIG's major business units, providing senior management with a consolidated view on the firm's major risk positions. Within each business unit, senior leaders and executives approve risk-taking policies and targeted risk tolerance within the framework provided by ERM.

    For a complete discussion of AIG's risk management program, see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Enterprise Risk Management in the 2011 Annual Report.


CREDIT RISK MANAGEMENT

    AIG defines its aggregate credit exposures to a counterparty as the sum of its fixed maturity securities, equity securities, loans, leases, reinsurance recoverables, derivatives (fair value changes and potential future exposure), deposits, reverse repurchase agreements, repurchase agreements, collateral extended to counterparties, commercial bank letters of credit received as collateral, guarantees, credit default swaps sold, and the specified credit equivalent exposures to certain insurance products which embody credit risk. Therefore, AIG's reported credit

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exposures to a counterparty reflect available-for-sale and held-to-maturity investments, trading securities, derivative exposures, insurance credit and any other counterparty credit exposures.

    AIG monitors and controls its company-wide credit risk concentrations and attempts to avoid unwanted or excessive risk accumulations, whether funded or unfunded. To minimize the level of credit risk in certain circumstances, AIG may require third-party guarantees, reinsurance or collateral, such as letters of credit and trust collateral accounts. These guarantees, reinsurance recoverables, letters of credit and trust collateral accounts are also treated as credit exposure and are added to AIG's risk concentration exposure data.

    AIG's single largest credit exposure, the U.S. Government, was 23 percent of Total equity at June 30, 2012 compared to 30 percent at December 31, 2011. Exposure to the U.S. Government primarily includes credit exposure related to U.S. Treasury and government agency securities and to direct and guaranteed exposures to U.S. government-sponsored entities, primarily the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) based upon their U.S. Government conservatorship. The reduction in exposure was primarily related to U.S. government-sponsored entities. Based on AIG's internal risk ratings, at June 30, 2012, AIG's largest below investment grade-rated credit exposure, apart from ILFC leasing arrangements secured by aircraft with airlines having below investment grade ratings, was related to a non-financial corporate counterparty and that exposure was 0.6 percent of Total equity at June 30, 2012, compared to 0.5 percent at December 31, 2011.

    AIG's single largest industry credit exposure at June 30, 2012 was to the global financial institutions sector, which includes banks and finance companies, securities firms, and insurance and reinsurance companies, many of which can be highly correlated at times of market stress. As of June 30, 2012, credit exposure to this sector was $95.3 billion, or 90 percent of Total equity compared to 106 percent at December 31, 2011.

    At June 30, 2012:

    Of the $95.3 billion aggregate financial exposure, $32.6 billion was to United Kingdom and European-based financial institutions.

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The following table presents AIG's aggregate credit exposures to banks in the United Kingdom and Europe:

   
 
  June 30, 2012    
 
(in millions)
  Fixed
Maturity
Securities
(a)
  Cash and
Short-Term
Investments
(b)
  Derivatives(c)
  Other(d)
  Total
  December 31, 2011
Total

 
   

Euro-Zone countries:

                                     

Netherlands

  $ 2,010   $ 41   $ -   $ 1,010   $ 3,061   $ 3,311  

Germany

    566     527     65     807     1,965     2,134  

France

    747     448     169     359     1,723     1,895  

Spain

    575     74     33     84     766     853  

Italy

    214     2     9     136     361     571  

Belgium

    77     1     2     119     199     321  

Ireland

    33     52     -     30     115     270  

Austria

    115     2     -     2     119     186  

Greece

    -     1     -     -     1     1  

Portugal

    -     -     -     -     -     -  

Other Euro-Zone

    32     11     -     1     44     104  
   

Total Euro-Zone

  $ 4,369   $ 1,159   $ 278   $ 2,548   $ 8,354   $ 9,646  
   

Remainder of Europe

                                     

United Kingdom

  $ 3,952   $ 2,154   $ 492   $ 1,602   $ 8,200     8,705  

Sweden

    855     1,489     -     48     2,392     2,128  

Switzerland

    962     756     9     350     2,077     2,026  

Other remainder of Europe

    412     379     -     34     825     1,034  
   

Total remainder of Europe

  $ 6,181   $ 4,778   $ 501   $ 2,034   $ 13,494   $ 13,893  
   

Total

  $ 10,550   $ 5,937   $ 779   $ 4,582   $ 21,848   $ 23,539  
   
(a)
Fixed maturity securities primarily includes available-for-sale and trading securities reported at fair value of $9.7 billion ($9.7 billion amortized cost), and $0.8 billion ($0.9 billion amortized cost), respectively. Covered bonds (debt securities secured by a pool of financial assets sufficient to cover any bondholder claims and which have full recourse to the issuing bank) represented approximately 9 percent of the $10.5 billion fixed maturity securities.

(b)
Cash and short-term investments include bank deposit placements, operating accounts, securities purchased under agreements to resell and collateral posted to counterparties against structured products. Credit equivalent exposure to securities purchased under agreements to resell was $149 million (notional value of $3.0 billion).

(c)
Derivative transactions are reported at fair value.

(d)
Other primarily consists of commercial letters of credit supporting insurance credit exposures ($1.6 billion) and captive risk management programs in the United Kingdom and the Netherlands ($1.7 billion).

    Out of a total of $4.4 billion of fixed maturity securities issued by banks in the Euro-Zone countries, AIG's subordinated debt holdings and Tier 1 and preference share securities in these banks totaled $1.1 billion and $331 million, respectively, at June 30, 2012. These exposures were predominantly to the largest banks in those countries.

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The following table presents further detail on AIG's fixed maturity security exposure to banks in the United Kingdom and Europe:

   
 
  June 30, 2012
Fixed Maturity Securities(a)
   
 
(in millions)
  Secured/
Government
(b)
  Senior
  Subordinated
  Tier 1
  Total
  December 31, 2011
Total

 
   

Euro-Zone countries:

                                     

Netherlands

  $ 478   $ 1,066   $ 341   $ 125   $ 2,010   $ 2,157  

France

    138     228     283     98     747     845  

Spain

    152     237     146     40     575     582  

Germany

    113     169     216     68     566     765  

Italy

    74     76     64     -     214     253  

Austria

    95     20     -     -     115     182  

Belgium

    34     33     10     -     77     171  

Ireland

    33     -     -     -     33     138  

Other Euro-Zone

    5     27     -     -     32     12  
   

Total Euro-Zone

  $ 1,122   $ 1,856   $ 1,060   $ 331   $ 4,369   $ 5,105  
   

Remainder of Europe

                                     

United Kingdom

  $ 187   $ 1,389   $ 1,995   $ 381   $ 3,952   $ 4,282  

Switzerland

    23     620     302     17     962     1,027  

Sweden

    205     449     117     84     855     760  

Other remainder of Europe

    280     92     5     35     412     429  
   

Total remainder of Europe

  $ 695   $ 2,550   $ 2,419   $ 517   $ 6,181   $ 6,498  
   

Total

  $ 1,817   $ 4,406   $ 3,479   $ 848   $ 10,550   $ 11,603  
   
(a)
Fixed maturity securities primarily includes available for sale and trading securities reported at fair value and single name CDS protection sold at notional contract value.

(b)
Secured/government primarily includes covered bonds and securities issued by government-sponsored entities or debt guaranteed by a government.

    Approximately 80 percent of the fixed maturity securities of the United Kingdom and European non-financial institutions held by AIG were considered investment grade based on AIG's internal ratings. Apart from ILFC equipment leased under operating leases to airlines, non-financial institution corporate exposure to Euro-Zone countries totaled $18.1 billion, with France representing the largest single country exposure of $5.8 billion. $10.6 billion of the Euro-Zone exposures were fixed maturity securities of which $2.4 billion was in France. Approximately two-thirds of the French exposures were to issuers in the oil and gas, rail, utilities and telecommunications industries. Euro-Zone fixed maturity securities represented 30 percent of total non-financial institution corporate exposure in the United Kingdom and Europe. Euro-Zone periphery non-financial institution corporate exposures ($5 billion) are heavily weighted towards large multinational corporations or issuers in relatively stable industries, such as regulated utilities (26 percent), telecommunications (18 percent) and food and beverage (8 percent).

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The following table presents AIG's aggregate credit exposures to non-financial institutions in the United Kingdom and Europe:

   
June 30, 2012

(in millions)
  Fixed Maturity(a)(b)    
   
   
   
 
   
   
   
  December 31, 2011
Total

 
  Secured
  Senior
  Total
  Derivatives
  Other(c)
  Total
 
   

Euro-Zone countries:

                                           

France

  $ 45   $ 2,378   $ 2,423   $ 1,064   $ 2,358   $ 5,845   $ 6,791  

Germany

    44     2,447     2,491     47     974     3,512     3,811  

Spain

    8     1,154     1,162     -     930     2,092     2,259  

Netherlands

    33     1,417     1,450     -     592     2,042     2,387  

Italy

    121     1,158     1,279     24     603     1,906     1,742  

Ireland

    -     703     703     -     64     767     792  

Belgium

    27     446     473     -     185     658     785  

Luxembourg

    5     286     291     -     360     651     665  

Other Euro-Zone

    14     278     292     -     346     638     777  
   

Total Euro-Zone

  $ 297   $ 10,267   $ 10,564   $ 1,135   $ 6,412   $ 18,111   $ 20,009  
   

Remainder of Europe:

                                           

United Kingdom

    275     6,571     6,846     531     6,155     13,532     13,622  

Switzerland

    185     1,461     1,646     10     283     1,939     1,899  

Other remainder of Europe

    308     1,065     1,373     -     644     2,017     1,472  
   

Total remainder of Europe

  $ 768   $ 9,097   $ 9,865   $ 541   $ 7,082   $ 17,488   $ 16,993  
   

Total

  $ 1,065   $ 19,364   $ 20,429   $ 1,676   $ 13,494   $ 35,599   $ 37,002  
   
(a)
Fixed maturity securities primarily include available-for-sale securities, with $233 million in trading securities.

(b)
United Kingdom / European exposure also consists of $299 million of subordinated debt, primarily in the United Kingdom and Spain; bank loans of $85 million; and preferred equity securities of $40 million.

(c)
Other primarily consists of insurance related products, including captive fronting programs ($6.8 billion), trade credit insurance ($3.5 billion) and surety insurance ($2.0 billion).

    AIG also had credit exposures to several European governments whose ratings have been downgraded or placed under review in the recent past by one or more of the major rating agencies. These downgrades occurred mostly in countries in the Euro-Zone periphery (Spain, Italy and Portugal) where AIG's credit exposures totaled $326 million at June 30, 2012. The downgrades primarily reflect large government budget deficits, rising government debt-to-GDP ratios and large financing requirements of these sovereigns, which have given rise to widening credit spreads and difficult financing conditions. These credit exposures primarily included available-for-sale and trading securities (at fair value) issued by these governments. AIG had no direct or guaranteed credit exposure to the governments of Greece or Ireland.

    AIG's aggregate credit exposure to the government of Japan was $8.9 billion at June 30, 2012. A significant majority of these securities were held in the investment portfolios of AIG's Japanese insurance operations.

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The following table presents AIG's aggregate (gross and net) credit exposures to non-U.S. governments:

   
(in millions)
  June 30,
2012

  December 31,
2011

 
   

Euro-Zone countries:

             

Germany

  $ 1,377   $ 1,854  

France

    1,011     1,157  

Netherlands

    513     442  

Spain

    203     228  

Austria

    197     203  

Finland

    149     87  

Belgium

    139     139  

Italy

    120     108  

Portugal

    4     3  

Other Euro-Zone

    8     -  
   

Total Euro-Zone

    3,721     4,221  
   

Other concentrations:

             

Japan

    8,871     9,205  

United Kingdom

    3,420     1,615  

Canada

    2,777     3,153  

Australia

    704     879  

Mexico

    491     507  

China

    469     132  

Norway

    313     720  

Russia

    311     293  

Qatar

    308     339  

Saudi Arabia

    285     275  

Other

    4,729     4,832  
   

Total other concentrations

    22,678     21,950  
   

Total

  $ 26,399   $ 26,171  
   

    AIG also had United Kingdom and European structured product exposures (largely residential mortgage-backed, commercial mortgage-backed and asset-backed securities) totaling $7.1 billion at June 30, 2012. United Kingdom structured products accounted for $4.0 billion or 56 percent of these exposures, while the Netherlands and Germany comprised 26 percent and 2 percent, respectively. Structured product exposures to the Euro-Zone periphery accounted for 2 percent of the total. Approximately 90 percent of the United Kingdom and European structured products exposures were rated A or better at June 30, 2012 based on external rating agency ratings.

    In addition, AIG had commercial real estate-related net equity investments in Europe totaling $337 million and related unfunded commitments of $90 million.

    ILFC's fleet includes aircraft on operating leases to United Kingdom and European airlines with a net book value of approximately $12.5 billion, of which approximately $2.9 billion, or 23 percent, are aircraft on lease to carriers based in the five Euro-Zone periphery countries.

    AIG actively monitors its European credit exposures, especially those exposures to issuers in the Euro-Zone periphery, and uses various stress assumptions to identify issuers and securities warranting review by senior management and to determine whether mitigating actions should be taken. Mitigating actions in these areas to date have largely included non-renewal of maturing exposures and sales and tender of securities. To date, AIG's purchases of credit default swap protection have been minimal. The financial condition of issuers is periodically evaluated, and internal risk ratings are adjusted as circumstances warrant. The result of these continuing reviews has led AIG to believe that its combined credit risk exposures to sovereign governments, financial institutions and non-financial corporations in the Euro-Zone are manageable risks given the type and size of exposure and the credit quality and size of the issuers.

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    AIG also monitors its aggregate cross-border exposures by country and regional group of countries. AIG includes in its cross-border exposures both aggregated cross-border credit exposures to unrelated third parties and its cross-border investments in its own international subsidiaries. Six countries had cross-border exposures in excess of 10 percent of Total equity at both June 30, 2012 and December 31, 2011. Based on AIG's internal risk ratings, at June 30, 2012, three countries were rated AAA and three were rated AA. The two largest cross-border exposures were to the United Kingdom and France.

    AIG also has a risk concentration, primarily through the investment portfolios of its insurance companies, in the U.S. municipal sector. A majority of these securities were held in available-for-sale portfolios of AIG's domestic property and casualty insurance companies. See Investments — Available for Sale Investments herein for further details. AIG had $808 million of additional exposure to the municipal sector outside of its insurance company portfolios at June 30, 2012, compared to $892 million at December 31, 2011. These exposures consisted of AIGFP derivatives and trading securities (at fair value) and exposure related to other insurance and financial services operations.

    AIG reviews regularly concentration reports in all categories listed above as well as credit trends by risk ratings and credit spreads. AIG periodically adjusts limits and reviews exposures for risk mitigation to provide reasonable assurance that it does not incur excessive levels of credit risk and that AIG's credit risk profile is properly calibrated across business units.


MARKET RISK MANAGEMENT

Insurance and Aircraft Leasing Sensitivities

The following table provides estimates of AIG's sensitivity to changes in yield curves, equity prices and foreign currency exchange rates:

   
 
  Exposure    
  Effect  
(dollars in millions)
  June 30,
2012

  December 31,
2011
*
  Sensitivity Factor
  June 30,
2012

  December 31,
2011

 
   

Yield sensitive assets

  $ 330,700   $ 326,200  

100 bps parallel increase in all yield curves

  $ (15,800 ) $ (15,800 )
   

Equity and alternative investments exposure

  $ 33,900   $ 39,000  

20% decline in stock prices and value of alternative investments

  $ (6,800 ) $ (7,800 )
   

Foreign currency exchange rates net exposure

  $ 6,000   $ 5,900  

10% depreciation of all foreign currency exchange rates against the U.S. dollar

  $ (600 ) $ (590 )
   

    Exposures to yield curves include assets that are directly sensitive to yield curve movements, such as fixed maturity securities, loans, finance receivables, receivables from aircraft equipment under leases, and short-term investments (excluding consolidated separate account assets). Exposures to equity and alternative investment prices include investments in common stocks, preferred stocks, mutual funds, hedge funds, private equity funds, commercial real estate and real estate funds (excluding consolidated separate account assets and consolidated managed partnerships and funds). Exposures to foreign currency exchange rates reflect AIG's consolidated non-U.S. dollar net capital investments on a GAAP basis.

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    The above sensitivities of a 100 basis point increase in yield curves, a 20 percent decline in equities and alternative assets, and a 10 percent depreciation of all foreign currency exchange rates against the U.S. dollar were chosen solely for illustrative purposes. The selection of these specific events should not be construed as a prediction, but only as a demonstration of the potential effects of such events. These scenarios should not be construed as the only risks AIG faces; these events are shown as an indication of several possible losses AIG could experience. In addition, losses from these and other risks could be materially higher than illustrated. The sensitivity factors are the same as those used in the 2011 Annual Report.


CRITICAL ACCOUNTING ESTIMATES

    The preparation of financial statements in conformity with GAAP requires the application of accounting policies that often involve a significant degree of judgment. AIG considers its accounting policies that are most dependent on the application of estimates and assumptions, and therefore viewed as critical accounting estimates, to be those relating to items considered by management in the determination of:

    These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, AIG's financial condition, results of operations and cash flows could be materially affected. The following is a discussion of updates to Critical Accounting Estimates during 2012. For a complete discussion of AIG's critical accounting estimates, see the 2011 Annual Report.


RECOVERABILITY OF DEFERRED TAX ASSET:

    AIG considers the recoverability of its deferred tax asset to be a critical accounting estimate. The evaluation of the recoverability of AIG's deferred tax asset and the need for a valuation allowance requires AIG to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary and the more difficult it is to support a conclusion that a valuation allowance is not needed.

    See Note 12 to the Consolidated Financial Statements for a discussion about AIG's framework for assessing the recoverability of deferred tax assets.

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RECOVERABILITY OF DEFERRED POLICY ACQUISITION COSTS –
SHORT DURATION (CHARTIS):

    Recoverability of DAC is based on the current terms and profitability of the underlying insurance contracts. Policy acquisition costs are deferred and amortized over the period in which the related premiums written are earned, generally 12 months for short-duration insurance contracts. DAC is grouped consistent with the manner in which the insurance contracts are acquired, serviced and measured for profitability and is reviewed for recoverability based on the profitability of the underlying insurance contracts.

    For short-duration insurance contracts, starting on January 1, 2012, AIG has elected to include anticipated investment income in its determination of whether the deferred policy acquisition costs are recoverable. AIG believes the inclusion of anticipated investment income in the recoverability analysis is a preferable accounting policy, as it includes in the recoverability analysis the fact that there is a timing difference between when the premiums are collected and in turn invested and when the losses and related expenses are paid. This is considered a change in accounting principle that requires retrospective application to all periods presented. Because AIG historically has not recorded any premium deficiency on its short-duration insurance contracts even without the inclusion of anticipated investment income, there were no changes to the historical financial statements for the change in accounting principle.

    AIG assesses the recoverability of its DAC on an annual basis or more frequently if circumstances indicate an impairment may have occurred. This assessment is performed by comparing recorded net unearned premium and anticipated investment income on inforce business to the sum of expected claims, claims adjustment expenses, anticipated policy maintenance costs and unamortized DAC. If the sum of these costs exceeds the amount of recorded net unearned premium and anticipated investment income, the excess is recognized as an offset against the asset established for DAC. This offset is referred to as a premium deficiency charge. Increases in expected claims and claims adjustment expenses can have a significant impact on the likelihood and amount of a premium deficiency charge. Management tested the recoverability of DAC and determined that recorded net unearned premiums and anticipated investment income for Chartis exceeded the sum of these costs at June 30, 2012.

    On January 1, 2012, AIG adopted an accounting standard that amends the accounting for costs incurred by insurance companies that can be capitalized in connection with acquiring or renewing insurance contracts. The adoption of this standard resulted in a $5.1 billion decrease in the January 1, 2012 consolidated DAC balance.


FAIR VALUE MEASUREMENTS OF CERTAIN FINANCIAL ASSETS AND LIABILITIES:

    See Note 4 to the Consolidated Financial Statements for more detailed information about the measurement of fair value of financial assets and financial liabilities and AIG's accounting policy for the incorporation of credit risk in fair value measurements.

Overview

The following table presents the fair value of fixed maturity and equity securities by source of value determination:

   
June 30, 2012
(in billions)
  Fair
Value

  Percent
of Total

 
   

Fair value based on external sources(a)

  $ 264     89 %

Fair value based on internal sources

    33     11  
   

Total fixed maturity and equity securities(b)

  $ 297     100 %
   
(a)
Includes $20.1 billion for which the primary source is broker quotes.

(b)
Includes available for sale and trading securities.

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Level 3 Assets and Liabilities

    Assets and liabilities recorded at fair value in the Consolidated Balance Sheet are measured and classified in a hierarchy for disclosure purposes consisting of three "levels" based on the observability of inputs available in the marketplace used to measure the fair value. See Note 4 to the Consolidated Financial Statements for additional information.

    At June 30, 2012, AIG classified $46.6 billion and $4.7 billion of assets and liabilities, respectively, measured at fair value on a recurring basis as Level 3. This represented 8.4 percent and 1.1 percent of the total assets and liabilities, respectively, at June 30, 2012. At December 31, 2011, AIG classified $39.4 billion and $5.3 billion of assets and liabilities, respectively, measured at fair value on a recurring basis as Level 3. This represented 7.1 percent and 1.2 percent of the total assets and liabilities, respectively, at December 31, 2011. Level 3 fair value measurements are based on valuation techniques that use at least one significant input that is unobservable. AIG considers unobservable inputs to be those for which market data is not available and that are developed using the best information available about the assumptions that market participants would use when valuing the asset or liability. AIG's assessment of the significance of a particular unobservable input to the fair value measurement in its entirety requires judgment.

    AIG classifies fair value measurements for certain assets and liabilities as Level 3 when they require significant unobservable inputs in their valuation, including contractual terms, prices and rates, yield curves, credit curves, measures of volatility, prepayment rates, default rates, mortality rates and correlations of such inputs.

Super Senior Credit Default Swap Portfolio

    The entities included in Global Capital Markets operations wrote credit protection on the super senior risk layer of collateralized loan obligations (CLOs), multi-sector CDOs and diversified portfolios of corporate debt, and prime residential mortgages. In these transactions, AIG is at risk of credit performance on the super senior risk layer related to such assets. To a lesser extent, those entities also wrote protection on tranches below the super senior risk layer, primarily in respect of regulatory capital relief transactions.

The following table presents the net notional amount, fair value of derivative (asset) liability and unrealized market valuation gain (loss) of the super senior credit default swap portfolio, including credit default swaps written on mezzanine tranches of certain regulatory capital relief transactions, by asset class:

   
 
   
   
   
   
  Unrealized Market Valuation
Gain (Loss)
 
 
   
   
  Fair Value of
Derivative (Asset)
Liability at
 
 
  Net Notional Amount   Three Months
Ended
June 30,
  Six Months
Ended
June 30,
 
 
  June 30,
2012
(a)
  December 31,
2011
(a)
  June 30,
2012
(b)(c)
  December 31,
2011
(b)(c)
 
(in millions)
  2012(c)
  2011(c)
  2012(c)
  2011(c)
 
   

Regulatory Capital:

                                                 

Corporate loans

  $ 1,148   $ 1,830   $ -   $ -   $ -   $ -   $ -   $ -  

Prime residential mortgages

    648     3,653     -     -     -     -     -     6  

Other

    754     887     6     9     (3 )   1     3     10  
   

Total

    2,550     6,370     6     9     (3 )   1     3     16  
   

Arbitrage:

                                                 

Multi-sector CDOs(d)

    4,602     5,476     2,386     3,077     68     (90 )   194     183  

Corporate debt/CLOs(e)

    11,630     11,784     116     127     (6 )   7     11     44  
   

Total

    16,232     17,260     2,502     3,204     62     (83 )   205     227  
   

Mezzanine tranches

    985     989     21     10     (2 )   (12 )   (11 )   (14 )
   

Total

  $ 19,767   $ 24,619   $ 2,529   $ 3,223   $ 57   $ (94 ) $ 197   $ 229  
   
(a)
Net notional amounts presented are net of all structural subordination below the covered tranches.

(b)
Fair value amounts are shown before the effects of counterparty netting adjustments and offsetting cash collateral.

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(c)
Includes credit valuation adjustment gains (losses) of $2 million and $8 million in the three-month periods ended June 30, 2012 and 2011, respectively, and $(24) million and $2 million in the six-month periods ended June 30, 2012 and 2011, respectively, representing the effect of changes in AIG's credit spreads on the valuation of the derivatives liabilities.

(d)
During the six-month period ended June 30, 2012, a super senior CDS transaction with a net notional amount of $470 million was terminated at approximately its fair value at the time of termination. As a result, a $416 million loss, which was previously included in the fair value derivative liability as an unrealized market valuation loss, was realized. During the six-month period ended June 30, 2012, $81 million was paid to counterparties with respect to multi-sector CDOs. Upon payment, an $81 million loss, which was previously included in the fair value of the derivative liability as an unrealized market valuation loss, was realized. Multi-sector CDOs also include $3.9 billion and $4.6 billion in net notional amount of credit default swaps written with cash settlement provisions at June 30, 2012 and December 31, 2011, respectively.

(e)
Corporate debt/CLOs include $1.2 billion in net notional amount of credit default swaps written on the super senior tranches of CLOs at both June 30, 2012 and December 31, 2011.

The following table presents changes in the net notional amount of the super senior credit default swap portfolio, including credit default swaps written on mezzanine tranches of certain regulatory capital relief transactions:

   
(in millions)
  Net Notional
Amount
December 31, 2011
(a)
  Terminations
  Maturities
  Effect of
Foreign
Exchange
Rates
(b)
  Amortization
  Net Notional
Amount
June 30,
2012
(a)
 
   

Regulatory Capital:

                                     

Corporate loans

  $ 1,830   $ -   $ (16 ) $ (26 ) $ (640 ) $ 1,148  

Prime residential mortgages

    3,653     (1,893 )   (3 )   38     (1,147 )   648  

Other

    887     -     -     11     (144 )   754  
   

Total

    6,370     (1,893 )   (19 )   23     (1,931 )   2,550  
   

Arbitrage:

                                     

Multi-sector CDOs(c)

    5,476     (470 )   -     (41 )   (363 )   4,602  

Corporate debt/CLOs(d)

    11,784     -     -     (145 )   (9 )   11,630  
   

Total

    17,260     (470 )   -     (186 )   (372 )   16,232  
   

Mezzanine tranches

    989     -     -     (4 )   -     985  
   

Total

  $ 24,619   $ (2,363 ) $ (19 ) $ (167 ) $ (2,303 ) $ 19,767  
   
(a)
Net notional amounts presented are net of all structural subordination below the covered tranches.

(b)
Relates primarily to fluctuations in the U.S. dollar against the euro during the period.

(c)
Multi-sector CDOs include $3.9 billion and $4.6 billion in net notional amount of credit default swaps written with cash settlement provisions at June 30, 2012 and December 31, 2011, respectively.

(d)
Corporate debt/CLOs include $1.2 billion in net notional amount of credit default swaps written on the super senior tranches of CLOs at both June 30, 2012 and December 31, 2011.

The following table presents the amount of collateral postings with respect to the super senior credit default swap portfolio (prior to offsets for other transactions) as of the periods ended:

   
(in millions)
  June 30, 2012
  December 31, 2011
 
   

Regulatory capital

  $ 3   $ 9  

Arbitrage – multi-sector CDO

    2,066     2,711  

Arbitrage – corporate

    451     477  
   

Total

  $ 2,520   $ 3,197  
   


Regulatory Capital Portfolio

    During the six-month period ended June 30, 2012, $1.9 billion in net notional amount of regulatory capital CDSs were terminated or matured at no cost. The expected maturity of this portfolio continues to be monitored. As of June 30, 2012, the estimated weighted average expected maturity of the portfolio was one year. There have been no requirements to make any payments as part of terminations of super senior regulatory capital CDSs initiated by counterparties. The regulatory benefit of these transactions for financial institution counterparties was

AIG 2012 Form 10-Q            181


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generally derived from Basel I. In December 2010, the Basel Committee on Banking Supervision finalized Basel III, which, when fully implemented, may reduce or eliminate the regulatory benefits to certain counterparties for these transactions, and this may reduce the period of time that such counterparties are expected to hold the positions. In prior years, it had been expected that financial institution counterparties would complete a transition from Basel I to an intermediate standard known as Basel II, which could have had similar effects on the benefits of these transactions, at the end of 2009. Basel III has now superseded Basel II, but the details of its implementation by the various European Central Banking districts have not been finalized. Should certain counterparties continue to receive favorable regulatory capital benefits from these transactions, those counterparties may not exercise their options to terminate the transactions in the expected time frame.

    In light of early termination experience to date and after analyses of other market data, to the extent deemed relevant and available, AIG determined that there was no unrealized market valuation adjustment for any of the transactions in this regulatory capital relief portfolio for 2012 other than for transactions where Global Capital Markets believes the counterparty is no longer using the transaction to obtain regulatory capital relief. Although AIG believes the value of contractual fees receivable on these transactions through maturity exceeds the economic benefits of any potential payments to the counterparties, the counterparties' early termination rights, and the expectation that such rights will be exercised, preclude the recognition of a derivative asset for these transactions.


Arbitrage Portfolio

    A portion of the super senior credit default swaps as of June 30, 2012 are arbitrage-motivated transactions written on multi-sector CDOs or designated pools of investment grade senior unsecured corporate debt or CLOs.

Multi-Sector CDOs

The following table summarizes gross transaction notional amount of the multi-sector CDOs on which protection was written on the super senior tranche, subordination below the super senior risk layer, net notional amount and fair value of derivative liability by underlying collateral type:

   
June 30, 2012


(in millions)
  Gross
Transaction
Notional
Amount
(a)
  Subordination
Below the
Super Senior
Risk Layer

  Net
Notional
Amount

  Fair Value
of Derivative
Liability

 
   

High grade with subprime collateral

  $ 2,425   $ 1,258   $ 1,167   $ 498  

High grade with no subprime collateral

    2,853     1,140     1,713     613  
   

Total high grade(b)

    5,278     2,398     2,880     1,111  
   

Mezzanine with subprime collateral

    1,955     550     1,405     1,067  

Mezzanine with no subprime collateral

    603     286     317     208  
   

Total mezzanine(c)

    2,558     836     1,722     1,275  
   

Total

  $ 7,836   $ 3,234   $ 4,602   $ 2,386  
   
(a)
Total outstanding principal amount of securities held by a CDO.

(b)
"High grade" refers to transactions in which the underlying collateral credit ratings on a stand-alone basis were predominantly AA or higher at origination.

(c)
"Mezzanine" refers to transactions in which the underlying collateral credit ratings on a stand-alone basis were predominantly A or lower at origination.

Corporate Debt/CLOs

    The corporate arbitrage portfolio consists principally of CDS written on portfolios of corporate obligations that were generally rated investment grade at the inception of the CDS. These CDS transactions require cash settlement. This portfolio also includes CDS with a net notional amount of $1.2 billion written on the senior part of the capital structure of CLOs, which require physical settlement.

182            AIG 2012 Form 10-Q


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Valuation Sensitivity – Arbitrage Portfolio

Multi-Sector CDOs

    AIG utilizes sensitivity analyses that estimate the effects of using alternative pricing and other key inputs on AIG's calculation of the unrealized market valuation loss related to the super senior credit default swap portfolio. While AIG believes that the ranges used in these analyses are reasonable, given the current difficult market conditions, AIG is unable to predict which of the scenarios is most likely to occur. As recent experience demonstrates, actual results in any period are likely to vary, perhaps materially, from the modeled scenarios, and there can be no assurance that the unrealized market valuation loss related to the super senior credit default swap portfolio will be consistent with any of the sensitivity analyses. On average, prices for CDOs increased during 2012. Further, it is difficult to extrapolate future experience based on current market conditions.

    For the purposes of estimating sensitivities for the super senior multi-sector CDO credit default swap portfolio, the change in valuation derived using the Binomial Expansion Technique (BET) model is used to estimate the change in the fair value of the derivative liability. Out of the total $4.6 billion net notional amount of CDS written on multi-sector CDOs outstanding at June 30, 2012, a BET value is available for $2.9 billion net notional amount. No BET value is determined for $1.7 billion of CDS written on European multi-sector CDOs as prices on the underlying securities held by the CDOs are not provided by collateral managers; instead these CDS are valued using counterparty prices. Therefore, sensitivities disclosed below apply only to the net notional amount of $2.9 billion.

    The most significant assumption used in the BET model is the estimated price of the securities within the CDO collateral pools. If the actual price of the securities within the collateral pools differs from the price used in estimating the fair value of the super senior credit default swap portfolio, there is potential for material variation in the fair value estimate. Any declines in the value of the underlying collateral securities held by a CDO will similarly affect the value of the super senior CDO securities. While the models attempt to predict changes in the prices of underlying collateral securities held within a CDO, the changes are subject to actual market conditions which have proved to be highly volatile, especially given current market conditions. AIG cannot predict reasonably likely changes in the prices of the underlying collateral securities held within a CDO at this time.

The following table presents key inputs used in the BET model, and the potential increase (decrease) to the fair value of the derivative liability by ABS category at June 30, 2012 corresponding to changes in these key inputs:

                                                     

 

 
 
   
   
   
   
   
   
   
   
   
 
 
   
   
  Increase (Decrease) to Fair Value of Derivative Liability  
 
  Average
Inputs Used at
June 30, 2012

   
 
(dollars in millions)
  Change
  Entire Portfolio
  RMBS Prime
  RMBS Alt-A
  RMBS Subprime
  CMBS
  CDOs
  Other
 

 

 

Bond prices

    35 points   Increase of 5 points   $ (181 ) $ (3 ) $ (13 ) $ (88 ) $ (48 ) $ (19 ) $ (10 )

        Decrease of 5 points     168     3     13     77     48     12     15  
   

Weighted

        Increase of 1 year     22     1     1     16     2     2     -  

average life

    6.08 years   Decrease of 1 year     (35 )   (1 )   (1 )   (26 )   (4 )   (2 )   (1 )
   

Recovery rates

    16%   Increase of 10%     (15 )   -     (4 )   (8 )   (1 )   (1 )   (1 )

        Decrease of 10%     18     -     3     11     2     1     1  
   

Diversity score(a)

    13   Increase of 5     (3 )                                    

        Decrease of 5     14                                      
   

Discount curve(b)

    N/A   Increase of 100bps     18                                      
   
(a)
The diversity score is an input at the CDO level. A calculation of sensitivity to this input by type of security is not possible.

(b)
The discount curve is an input at the CDO level. A calculation of sensitivity to this input by type of security is not possible. Furthermore, for this input it is not possible to disclose a weighted average input as a discount curve consists of a series of data points.

    These results are calculated by stressing a particular assumption independently of changes in any other assumption. No assurance can be given that the actual levels of the key inputs will not exceed, perhaps significantly, the ranges assumed by AIG for purposes of the above analysis. No assumption should be made that results calculated from the use of other changes in these key inputs can be interpolated or extrapolated from the results set forth above.

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Item 3.   Quantitative and Qualitative Disclosures About Market Risk

    Included in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 4.   Controls and Procedures

    In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by AIG's management, with the participation of AIG's Chief Executive Officer and Chief Financial Officer, of the effectiveness of AIG's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, AIG's Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2012, AIG's disclosure controls and procedures were effective.

    There has been no change in AIG's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, AIG's internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.   Legal Proceedings

    For a discussion of legal proceedings, see Note 9(A) to the Consolidated Financial Statements, which is incorporated herein by reference.

Item 1A.   Risk Factors

    In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors and discussed throughout Part II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in AIG's Annual Report on Form 10-K for the year ended December 31, 2011, as amended by Amendment No. 1 and Amendment No. 2 on Form 10-K/A filed on February 27, 2012 and March 30, 2012, respectively, and throughout Exhibit 99.2, Management's Discussion and Analysis of Financial Condition and Results of Operations of AIG's Current Report on Form 8-K filed on May 4, 2012 (collectively, the 2011 Annual Report).

    The following risk factor, originally included in the 2011 Annual Report, has been updated to read as follows:

    If we are unable to maintain the availability of our electronic data systems and safeguard the security of our data, our ability to conduct business may be compromised, which could adversely affect our consolidated financial condition or results of operations. We use computer systems to store, retrieve, evaluate and utilize customer, employee, and company data and information. Some of these systems in turn, rely upon third-party systems. Our business is highly dependent on our ability to access these systems to perform necessary business functions, including providing insurance quotes, processing premium payments, making changes to existing policies, filing and paying claims, administering variable annuity products and mutual funds, providing customer support and managing our investment portfolios. Systems failures or outages could compromise our ability to perform these functions in a timely manner, which could harm our ability to conduct business and hurt our relationships with our business partners and customers. In the event of a natural disaster, a computer virus, a terrorist attack or other disruption inside or outside the U.S., our systems may be inaccessible to our employees, customers or business partners for an extended period of time, and our employees may be unable to perform their duties for an extended period of time if our data or systems are disabled or destroyed. Our systems could also be subject to unauthorized access, such as physical or electronic break-ins or unauthorized tampering. Like other global companies, we have, from time to time, experienced threats to our data and systems, including malware and computer virus attacks, unauthorized access, systems failures and disruptions. AIG maintains cyber risk insurance, but this insurance may not cover all costs associated with the consequences of personal, confidential or proprietary information being compromised. In some cases, such unauthorized access may not be immediately detected. This may impede or interrupt our business operations and could adversely affect our consolidated financial condition or results of operations.

    In addition, we routinely transmit, receive and store personal, confidential and proprietary information by email and other electronic means. Although we attempt to keep such information confidential, we may be unable to do so in all events, especially with clients, vendors, service providers, counterparties and other third parties who may not have or use appropriate controls to protect confidential information. Furthermore, certain of our businesses are subject to compliance with laws and regulations enacted by U.S. federal and state governments, the European Union or other jurisdictions or enacted by various regulatory organizations or exchanges relating to the privacy and security of the information of clients, employees or others. The compromise of personal, confidential or proprietary information could result in remediation costs, legal liability, regulatory action and reputational harm.

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Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

    In May 2012, the Department of the Treasury, as the selling shareholder, closed the sale of 188,524,589 shares of AIG Common Stock, at an initial public offering price of $30.50 per share (the May Offering). In connection with the May Offering, AIG's Board of Directors authorized the repurchase of shares of AIG Common Stock with an aggregate purchase amount of up to $2.0 billion. AIG purchased 65,573,770 shares of AIG Common Stock in the May Offering at the initial offering price of $30.50, for an aggregate purchase amount of $2.0 billion.

The following table sets forth the information with respect to purchases made by or on behalf of AIG or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) of AIG Common Stock during the three months ended June 30, 2012:

   
Period
  Total Number
of Shares
Repurchased

  Average
Price Paid
per Share

  Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs

  Approximate Dollar Value of Shares
that May Yet Be Purchased Under the
Plans or Programs (in millions)

 
   

April 1 - 30

    -   $ -     -   $ -  

May 1 - 31

    65,573,770     30.50     65,573,770     -  

June 1 - 30

    -     -     -     -  
   

Total

    65,573,770   $ 30.50     65,573,770   $ -  
   

Item 4.   Mine Safety Disclosures

    Not applicable.

Item 6.   Exhibits

    See accompanying Exhibit Index.

186            AIG 2012 Form 10-Q


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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    AMERICAN INTERNATIONAL GROUP, INC.
    (Registrant)           

 

 

/s/ DAVID L. HERZOG

David L. Herzog
Executive Vice President
Chief Financial Officer
Principal Financial Officer

 

 

/s/ JOSEPH D. COOK

Joseph D. Cook
Vice President
Controller
Principal Accounting Officer

Dated: August 2, 2012

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EXHIBIT INDEX

 
Exhibit
Number

  Description
  Location
 
  4   Instruments defining the rights of security holders, including indentures    

 

 

 

(1) Eighteenth Supplemental Indenture, dated as of May 24, 2012, between AIG and The Bank of New York Mellon, as Trustee

 

Incorporated by reference to Exhibit 4.1 to AIG's Current Report on Form 8-K filed with the SEC on May 24, 2012 (File No. 1-8787).

 

 

 

(2) Form of the 2022 Notes (included in Exhibit 4(1))

 

 

 

10

 

Material Contracts

 

 

 

 

 

(1) Employment Letter, dated as of June 21, 2012, between Laurette T. Koellner and AIG*

 

Incorporated by reference to Exhibit 10.2 to International Lease Finance Corporation's Current Report on Form 8-K filed with the SEC on June 21, 2012 (File No. 1-31616).

 

 

 

(2) Determination Memorandum, dated April 6, 2012, from the Office of the Special Master for TARP Executive Compensation to AIG*

 

Incorporated by reference to Exhibit 10.1 to AIG's Current Report on Form 8-K filed with the SEC on April 10, 2012 (File No. 1-8787).

 

11

 

Statement re: Computation of Per Share Earnings

 

Included in Note 10 to the Consolidated Financial Statements.

 

12

 

Computation of Ratios of Earnings to Fixed Charges

 

Filed herewith.

 

31

 

Rule 13a-14(a)/15d-14(a) Certifications

 

Filed herewith.

 

32

 

Section 1350 Certifications**

 

Filed herewith.

 

101

 

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheet as of June 30, 2012 and December 31, 2011, (ii) the Consolidated Statement of Operations for the three and six months ended June 30, 2012 and 2011, (iii) the Consolidated Statement of Equity for the six months ended June 30, 2012 and 2011, (iv) the Consolidated Statement of Cash Flows for the six months ended June 30, 2012 and 2011, (v) the Consolidated Statement of Comprehensive Income for the three and six months ended June 30, 2012 and 2011 and (vi) the Notes to the Consolidated Financial Statements.

 

Filed herewith.

 
*
This exhibit is a management contract or a compensatory plan or arrangement.

**
This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

188            AIG 2012 Form 10-Q