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 March 31, 2011 Commission File Number 1-8787 16FEB201111041141 American International Group, Inc. (Exact name of registrant as specified in its charter) Delaware 13-2592361 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 180 Maiden Lane, New York, New York 10038 (Address of principal executive offices) (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 ፼ No អ 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 ፼ No អ 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 ፼ Accelerated filer អ Non-accelerated filer អ Smaller reporting company អ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፼ As of April 29, 2011, there were 1,796,747,575 shares outstanding of the registrant’s common stock. American International Group, Inc. and Subsidiaries Table of Contents Description Page Number PART I – FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 89 Item 3. Quantitative and Qualitative Disclosures About Market Risk 172 Item 4. Controls and Procedures 172 PART II – OTHER INFORMATION Item 1. Legal Proceedings 173 Item 1A. Risk Factors 173 Item 6. Exhibits 173 Signatures 174 2 American International Group, Inc. and Subsidiaries PART I – FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Consolidated Balance Sheet March 31, December 31, (in millions, except for share data) 2011 2010 Assets: Investments: Fixed maturity securities: Bonds available for sale, at fair value (amortized cost: 2011 – $229,589; 2010 – $220,669) $ 238,315 $ 228,302 Bond trading securities, at fair value 27,309 26,182 Equity securities: Common and preferred stock available for sale, at fair value (cost: 2011 – $1,933; 2010 – $2,571) 3,873 4,581 Common and preferred stock trading, at fair value 163 6,652 Mortgage and other loans receivable, net of allowance (portion measured at fair value: 2011 – $138; 2010 – $143) 19,691 20,237 Flight equipment primarily under operating leases, net of accumulated depreciation 38,100 38,510 Other invested assets (portion measured at fair value: 2011 – $21,729; 2010 – $21,356) 42,900 42,210 Short-term investments (portion measured at fair value: 2011 – $17,676; 2010 – $23,860) 38,872 43,738 Total investments 409,223 410,412 Cash 1,801 1,558 Accrued investment income 3,060 2,960 Premiums and other receivables, net of allowance 17,509 15,713 Reinsurance assets, net of allowance 30,177 25,810 Deferred policy acquisition costs 14,636 14,668 Derivative assets, at fair value 4,997 5,917 Other assets, including restricted cash of $3,952 in 2011 and $30,232 in 2010 (portion measured at fair value: 2011 – $8; 2010 – $14) 14,594 44,520 Separate account assets, at fair value 56,470 54,432 Assets held for sale 58,780 107,453 Total assets $ 611,247 $ 683,443 Liabilities: Liability for unpaid claims and claims adjustment expense $ 94,978 $ 91,151 Unearned premiums 26,337 23,803 Future policy benefits for life and accident and health insurance contracts 31,493 31,268 Policyholder contract deposits (portion measured at fair value: 2011 – $369; 2010 – $445) 122,775 121,373 Other policyholder funds 6,769 6,758 Current and deferred income taxes 1,908 2,369 Derivative liabilities, at fair value 5,500 5,735 Other liabilities (portion measured at fair value: 2011 – $1,354; 2010 – $2,619) 31,168 29,108 Federal Reserve Bank of New York credit facility (see Note 1) - 20,985 Other long-term debt (portion measured at fair value: 2011 – $11,604; 2010 – $12,143) 82,166 85,476 Separate account liabilities 56,470 54,432 Liabilities held for sale 54,236 97,312 Total liabilities 513,800 569,770 Commitments, contingencies and guarantees (see Note 11) Redeemable noncontrolling interests (see Note 1): Noncontrolling nonvoting, callable, junior preferred interests held by Department of Treasury 11,324 - Other 278 434 Total redeemable noncontrolling interests 11,602 434 AIG shareholders’ equity (see Note 1): Preferred stock Series E; $5.00 par value; shares issued: 2011 – 0; 2010 – 400,000, at aggregate liquidation value - 41,605 Series F; $5.00 par value; shares issued: 2011 – 0; 2010 – 300,000, aggregate liquidation value: $7,543 - 7,378 Series C; $5.00 par value; shares issued: 2011 – 0; 2010 – 100,000, aggregate liquidation value: $0.5 - 23,000 Series G; $5.00 par value; shares issued: 2011 – 20,000, at aggregate liquidation value: 2010 – $0 - - Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued: 2011 – 1,803,380,795; 2010 – 147,124,067 4,508 368 Treasury stock, at cost; 2011 – 6,660,852; 2010 – 6,660,908 shares of common stock (873) (873) Additional paid-in capital 77,697 9,683 Accumulated deficit (3,202) (3,466) Accumulated other comprehensive income 6,896 7,624 Total AIG shareholders’ equity 85,026 85,319 Non-redeemable noncontrolling interests (see Note 1): Nonvoting, callable, junior and senior preferred interests held by Federal Reserve Bank of New York - 26,358 Other (including $185 and $204 associated with businesses held for sale in 2011 and 2010, respectively) 819 1,562 Total non-redeemable noncontrolling interests 819 27,920 Total equity 85,845 113,239 Total liabilities and equity $ 611,247 $ 683,443 See Accompanying Notes to Consolidated Financial Statements. 3 American International Group, Inc. and Subsidiaries Consolidated Statement of Income Three Months Ended March 31, (dollars in millions, except per share data) 2011 2010 Revenues: Premiums $ 9,482 $ 10,914 Policy fees 684 648 Net investment income 5,569 5,200 Net realized capital losses: Total other-than-temporary impairments on available for sale securities (218) (200) Portion of other-than-temporary impairments on available for sale fixed maturity securities recognized in Accumulated other comprehensive income 3 (459) Net other-than-temporary impairments on available for sale securities recognized in net income (215) (659) Other realized capital gains (losses) (436) 325 Total net realized capital losses (651) (334) Aircraft leasing revenue 1,156 1,243 Other income 1,196 884 Total revenues 17,436 18,555 Benefits, claims and expenses: Policyholder benefits and claims incurred 8,959 8,593 Interest credited to policyholder account balances 1,105 1,109 Amortization of deferred acquisition costs 1,716 2,022 Other acquisition and insurance expenses 1,551 1,610 Interest expense 1,061 1,751 Aircraft leasing expenses 670 1,004 Loss on extinguishment of debt (see Note 1) 3,313 - Net loss on sale of properties and divested businesses 72 76 Other expenses 369 749 Total benefits, claims and expenses 18,816 16,914 Income (loss) from continuing operations before income tax benefit (1,380) 1,641 Income tax benefit (200) (447) Income (loss) from continuing operations (1,180) 2,088 Income from discontinued operations, net of income tax expense (see Note 4) 1,653 343 Net income 473 2,431 Less: Net income from continuing operations attributable to noncontrolling interests: Noncontrolling nonvoting, callable, junior and senior preferred interests 252 519 Other (55) 119 Total net income from continuing operations attributable to noncontrolling interests 197 638 Net income from discontinued operations attributable to noncontrolling interests 7 10 Total net income attributable to noncontrolling interests 204 648 Net income attributable to AIG $ 269 $ 1,783 Net income (loss) attributable to AIG common shareholders $ (543) $ 359 Income per common share attributable to AIG: Basic: Income (loss) from continuing operations $ (1.41) $ 2.16 Income from discontinued operations $ 1.06 $ 0.50 Diluted: Income (loss) from continuing operations $ (1.41) $ 2.16 Income from discontinued operations $ 1.06 $ 0.50 Weighted average shares outstanding: Basic 1,557,748,353 135,658,680 Diluted 1,557,748,353 135,724,939 See Accompanying Notes to Consolidated Financial Statements. 4 American International Group, Inc. and Subsidiaries Consolidated Statement of Comprehensive Income (Loss) Three Months Ended March 31, (in millions) 2011 2010 Net income $ 473 $ 2,431 Other comprehensive income (loss): Unrealized appreciation of fixed maturity investments on which other-than-temporary credit impairments were taken 612 993 Income tax expense on above changes (216) (220) Unrealized