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Note: For ease of electronic transmission and filing, all insertions or attachments1sn~6l[Pbe combined together with this rating memo into one pdf file or Word document with all pages numbered sequentially. FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Reason for Rating Committee: AIG and Prudential pic have terminated their agreement whereby Prudential would have acquired AlA Group Limited (AlA) for total consideration of $35.5 bin. AlA is the la business that AIG is attem to sell as of its overnment-backed restructuri Last Rating Action: 26-Feb-2010 - We affirmed the ratings of AIG and its core insurance subsidiaries following the company's announcement of 1Q 2010 results and following a series of related RCMs to address the stand-alone credit of the main units. Scale 1 of 40 v. 2.0 rev 7/13/07 Rationale for Recommendation: Termination of the AlA sale agreement is a credit negative for AIG. The transaction was expected to generate $25 bin of cash by YE 2010, helping AIG to repay the approximate $16 bin preferred interest in AlA held by the Federal Reserve Bank of New York (FRBNY), as well as a significant portion of AIG's borrowings under its senior secured revolving credit facility with the FRBNY. AIG is now developing alternative plans for AlA, including a possible IPO, for which much preparation had been done before the Prudential transaction was announced on 01-Mar-2010. Any such alternative will likely take longer to generate $25 bin of cash and may produce lower overall proceeds, especially given the volatility in the capital markets as well as some large competing IPOs being planned for the Hong Kong market. Nevertheless, our rating thesis for AIG still holds. We expect the US government to support AIG throughout its restructuring, which involves revitalizing the core insurance businesses and exiting noncore businesses. We believe that this approach will help the Treasury to maximize the recovery on its TARP preferred investments in AIG (most likely by converting them to common equity to be sold through public offerings). AIG's main operating units, Chartis and SunAmerica Financial Group (SFG), compete in part on the basis of credit quality. Chartis sells long-tail commercial P&C policies to sophisticated corporate buyers, while SFG sells annuities and life insurance through a variety of channels, including institutional partners who pay close attention to the credit quality of their providers. We believe that the existing government support facilities have sufficient unused availability to cover any incremental costs of the restructuring. At the end of 1Q 2010, the unused availability totaled $34.8 bin ($12.5 bin under the FRBNY revolver, which matures in September 2013, plus $22.3 bin under the Treasury's Series F preferred stock commitment, which expires in April 2014). Finally, despite the negative publicity surrounding the ill-fated Prudential transaction, we believe that AIG and its sponsors at the FRBNY and Treasury have demonstrated the value of taking a measured pace on divestitures. For instance, SFG and AIG's two Japan-based life insurers are regaining traction after a disruptive period when all of these operations were for sale. Developments since rating affirmation of 26-Feb-2010: AIG entered into sale agreements for AlA (now terminated) and American Life Insurance Company (ALlCO). The ALiCO sale, for $15.5 bin to MetLife, Inc., is expected to close by YE 2010. Continued stabilization of major operating units through 1Q 2010, with core insurance operations producing pretax operating income (before net realized capital gains (losses)) of $2.2 bin. International Lease Finance Corporation and American General Finance completed a variety of financing transactions, securitizations and asset sales to cover their respective debt maturities through mid-to-Iate 2011. AIG Financial Products Corp. continues its orderly unwinding and expects to substantially de-risk the business by YE 2010. Challenging market conditions continue, with soft pricing for commercial P&C insurance, a weak global economy, and volatile capital markets that heighten the challenge of selling large noncore businesses. No change in government support arrangements or expressions of support. 2 of 40 v. 2.0 rev 7/13/07 3 of 40 Contents 3-4 Subsidiary ratings and recommendations AIG Q-tools and stock chart 5 6-12 AIG restructuring plan (from RCM memo of 25-Feb-201 0) AIG capital structure at 31-Mar-201 0 13 AIG sources of value versus obligations 14 Liquidity update for AIG, ILFC, AGF 15-17 AIGFP exit plan (company presentation of 02-Jun-2010) 18-22 Government support for AIG 23-24 AIG segment results for 2007 - 1Q 2010 25-26 AIG financial statements for 1Q 2010 27-28 AIG credit opinion (19-May-201 0) 29-32 Frequently asked questions on AIG (24-Mar-2010) 33-40 Summary of subsidiary ratings and recommendations Current Ratings on AIG Entities June 3, 2010 Arrerican International Group, Inc. Fully supported ratings AIG Financial Products Corp. & subsidiaries AIG Life Holdings (US), Inc. AIG Retirerrent Services, Inc. Arrerican General capital securities AIG, AIGFP, AIG Funding, AIG Liquidity, AIGMFC Core operations AIG Edison Life Insurance Company Chartis U.S. (8 rated corrpanies) Chartis Insurance UK Lirrited SunArrerica Financial Group (11 rated corrpanies) Non-core operations Arrerican General Finance Corporation Arrerican Int'I Assurance Co. (Berrruda) Limited Arrerican Life Insurance Company International Lease Rnance Corporation United Guaranty subsidiaries UGRIC & UGMIC * Support agreement not a material factor m ratmg. Latest/next rating action 26-Feb-10 Rating Type LT Issuer Subord Debt ST Issuer Bkd LT Issuer Bkd Sr Debt Bkd Sr Debt Bkd Tr Prfrd Stock (Bkd) ST SA 17-Feb-10 SA 24-Feb-10 SA 19-Feb-10 IFS IFS IFS IFS 22-Dec-09 -Mar-10 -Mar-10 18-Dec-09 SA 4-Feb-10 Sr Unsec Debt IFS IFS Sr Unsec Debt IFS 3 of 40 Support AIG AIG AIG AIG Curr SA Gtee Gtee Gtee Gtee AHACGtee AIG Agmt AIG Agrrt* AIG Agmt Curr Curr Public Outlook A3 Neg Ba2 P-1 A3 A3 A3 Ba2 P-1 Neg Neg Neg Neg Neg A3 A1 A1 A2 A1 Aa3 A1 A1 Neg Neg Neg Neg B3 Aa3 A1 B2 Baa3 B2 Aa3 A1 B1 A3 Neg Neg Stable Neg Neg Rec SA Rec Rec Public Outlook A3 Neg Ba2 P-1 v. 2.0 rev 7/13/07 Current Ratings on AIG Entities - June 3,2010 Ownership Structure * American International Group, Inc. ("AI Gil) AIG Capital Corporation American General Finance, Inc. American General Finance Corporation ("AGFC") Curr Domicile Business Segment DE Parent Rating Type LT Issuer Sr Unsec Debt Subord Debt ST Issuer Support SA IN IN Fin Svcs ST Debt Fin Svcs LT Issuer DE IN Puerto Rico CA B3 ST Debt Bkd Tr Prfrd Stock AGFC G'tee Fin Svcs Bkd ST Debt AGFC G'tee Fin Svcs Sr Unsec Debt Fin Svcs DE Fin Svcs AIG Matched Funding Corp. DE Fin Svcs AIG SunAmerica Global Financing Trusts SunAmerica Annuity and Life Assurance Company ASIF I & II ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company ALiCO Holdings LLC American Life Insurance Company Chartis Inc. Chartis U.S., Inc. American Home Assurance Company Chartis Property Casualty Company Commerce and Industry Insurance Company The Insurance Company of the State of Pennsylvania National Union Fire Ins Company of Pittsburgh, Pa. Chartis Specialty Insurance Company New Hampshire Insurance Company United Guaranty Corporation United Guaranty Residential Insurance Company ("UGRIC") United Guaranty Mortgage Indemnity Company Chartis International, LLC AIU Insurance Company Chartis Overseas Limited Chartis Insurance UK Limited N-P B2 B2 N-P Caa1 Sta Neg N-P B1 N-P B3 A3 P-1 A3 P-1 A3 A3 A3 A3 P-1 Stable Neg Fin Svcs DE DE DE France DE DE Bermuda Japan Bermuda TX MO DE TN TX TX NY NY TX DE DE DE DE AZ Fin Svcs Fin Svcs Fin Svcs Fin Svcs Funding for Parent ILFC G'tee AIG G'tee AIG G'tee AIG G'tee AIG AIG AIG AIG AIG AIG G'tee G'tee G'tee G'tee G'tee G'tee Neg Neg Neg Neg Neg Neg Neg Neg Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs SFG SFG SFG SFG SFG SFG SFG SFG Funding for AIG LHUS Funding for AIG LHUS Fin Svcs SFG SFG SFG Caymans SFG SFG SFG SFG DE NY ST Debt Bkd Prfrd Stock Bkd LT Issuer Bkd ST Debt Bkd Sr Debt Bkd ST Debt Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd ST Debt B2 Frgn Life Ins & Ret Svcs DE AZ Jersey Neg Fin Svcs ILFC E-Capital Trusts I & II AIG Financial Products Corp. AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. AIG-FP Matched Funding (Ireland) P.L.C. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Ltd. AIG Life Holdings (US), Inc. ("AIG LHUS") AGC Life Insurance Company American General Life Insurance Company of Delaware American General Life and Accident Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company American International Life Assurance Company of NY The United States Life Insurance Company in the City of NY Western National Life Insurance Company American General Capital II American General Institutional Capital A & B AIG Liquidity Corp. AIG Retirement Services, Inc. SunAmerica Life Insurance Company ("SLlC") Curr Outlook Neg DE Sr Unsec Debt AGFC Capital Trust I Yosemite Insurance Company CommoLoco, Inc. International Lease Finance Corporation ("ILFC") Curr Public A3 A3 Ba2 P-1 IFS IFS Bkd Sr Debt AHAC G'tee AIGAgmt" AIG G'tee A3 Aa3 A1 Aa3 A3 Neg Neg Neg IFS IFS IFS IFS IFS IFS IFS Bkd Tr Prfrd Stock Bkd Tr Prfrd Stock Bkd ST Debt Bkd Sr Debt Bkd IFS Bkd ST IFS Bkd Sr Debt Bkd IFS Bkd ST IFS Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd IFS Bkd ST IFS AIG Agmt A2 A2 A2 A2 A2 A2 A2 A1 A1 A1 A1 A1 A1 A1 Ba2 Ba2 P-1 A3 A1 P-1 A1 A1 P-1 A1 A1 A1 A1 P-1 Neg Neg Neg Neg Neg Neg Neg Neg Neg Neg Neg Neg DE DE DE DE NY PA NY PA PA AK PA NC NC NC Frgn Life Ins & Ret Svcs NY Chartis U.S. IFS Chartis International IFS Frgn Life Ins & Ret Svcs Chartis Chartis Chartis Chartis Chartis Chartis Chartis Chartis Chartis Chartis Chartis Chartis U.S. U.S. U.S. U.S. U.S. U.S. U.S. U.S. U.S. U.S. U.S. U.S. AIG Agmt AIG AIG AIG AIG G'tee G'tee G'tee G'tee AIG Agmt AIG Agmt SLiC GICs AIG Agmt AIG Agmt SLiC GICs SLiC GICs SLiC GICs AIG Agmt AIG Agmt A2 A2 A2 Neg Neg Neg Neg Neg Neg IFS A1 A1 Stable IFS IFS IFS IFS IFS IFS IFS A1 A1 A1 A1 A1 A1 A1 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Neg Neg Neg Neg Neg Neg Neg Baa2 A3 A3 Neg Neg A1 Aa3 Neg A1 A1 Neg IFS Bkd IFS AIG Agmt UGRIC G'tee Bermuda UK * LIsting order mdlcates main ownershIp stake (or sponsorshIp m the case of trusts), not necessarily 100% ownershIp. ** Support agreement not a material factor in rating. Source: Company reports & Moody's 4 of 40 AIG Agmt Rec SA Rec Public A3 A3 Ba2 P-1 Rec Outlook Neg AIG Q-tools 02-Jun-2010 American International Groll p, Inc. ;:;;3~.·4 . ;~.:.~ .~2~~~ ,.,3-' :=-5:3':-';: :::-:;:;2-=' ..:.•.•.•.•.:.::::::::::::.. ; '\ .::' ~\{. ................................................................................................. 11111 AIG Stock Chart 02-Jun-2010 American International Group, I IIIlIlld(; Sep09 . : lSlI'/olUlritl ~~ :.. .. I .. k&- .. :, .. ~ III i fill Market value of float: $4.7 billion 5 of 40 Profile of AI Since September 2008, AIG has been working to protect and enhance the value of Its key businesses, execute an orderly restructuring and asset disposition plan, and position Itself for the future, while maintaining flexibility in its liquidity and capital positions III AIG expects to emerge as one of the largest, rnost diversified P&C conlpanies in the world) with a strong U.S. life and annuity operation and several other businesses that wi!! enhance the nucleus III - World's premier insurance organization - Strongly capitalized insurance subsidiaries - Strong) diversified sources of earnings - Delevered capital structure - Financial flexibimy with access to the capita! rnarkets - Strengthened rnanagement teanl r-------AiG--~-~---p-~~-fii~---~ili--b~---~~~-~i~-t~~i-;iih---~---~i~g-i~-~-A---~~ti~-g---~t---th-~--ii-~-~--------1 I ! of U.S. Government exit AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 6 of 40 I ! 4 Strengthened anagement Team AIG has been able to attract seasoned executives to join its senior management team and retain key senior executives. fL Benmosche President & CEO ...... ,'" ........ 'c .. Co ... [ : , : : , :. . ., ........... ., .......... :,:u:,::,:u:'::'::mmmmmmmmmmuurmmmmmmmmmmmmmmmmrmmmmmmmuumr P.Hancock EVP, Finance, Risk & Investments , K. Moor EV?, Chartis N. Walsh EVP. Chartfs ., ........... ., ..... . rmmmmmmmmmmmTmmmmmmmmmmmmmTmmmmmmmmmmmmmmm'1 W, Doo!ey SVP. Financia! Services --------- --------- R. Martin DIP, ALiCO ,, ., ,. , ., ,. , .. , ., ,. , .,1, .. , ., ,. , ., ,. , .. , ., ,. ': p, Mullings Bradnock SVP, Director of internal Au(ii! M, Cowan VP, Cf"lief Acfministrative Officer D. Herzog EIlP, Chief Financia! Officer R Lewis SVP. Chief rUsk Officer ~iPJ M. Machon SVP, Chief frwestrnent Ottieer \/~D.< B. Schreiber SVP, Strategic to!annin{l J. Cook . J. Wintrob EVP. SunAmeriea Financial Group (ind, Star & Edison) M. Wilson President / CEO AlA : '..'. '.' .'. J, Hurd SVP, Hurnan Resources & Cornrnunications . c•• '.' .'. '.' ' • • '. '.' .'. J'.' . To Russo EVP, Lega!, Compliance. Regulatory Affairs, L-':;o't/srnrnent Affairs l~ Genera! Counsel C. PreHo SVP, Comrnunieations Con/roUer R Gender Treasurer T, Watson \/P, Investor Relations and Rating Agency" Reiations {~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Recent additions to senior management team, A!GFP AIG Proprietary Commercia! and Financiai !nforrnation: FOiA Confidential Treatment F?equested. 7 of 40 5 Strengthened anagement Team (continued) " Robert Benmosche, President and CEO ~ CEO of Met Life from 1998 ~ 2006 ~ Led transition of MetLife from a mutuai to a public company in 2000 ~ Has served as member of Board of Directors of Credit Suisse Group since 2002 " Peter Hancock, Executive Vice President of Finance, Risk and investments ~ Former CFO of J.P. Morgan as wei! as former head of its fixed income division ~ Established Giobal Derivatives Group at J.P. Morgan ~ Earned Risk Magazine's Lifetime Achievement award in 2006 " Thomas Russo, Executive Vice President of Legal, Compliance, Regulatory Affairs. Government Affairs and General Counsel ~ tiO-year ~ Senior ~ Vice ~ ~,,1ichael ~ career as a lawyer, regulator, author and academic Counsel at Patton 80ggs LLP Chairman of Leilman Brothers Inc. and Ciliet Legal Officer of Lehman 8rothers Holdings until December 2008 Cm'Jan, Senior Vice President and Chief Administrative Officer Merriil Lynch from 1986 - 2009, with roles including: Senior Vice President, Giobal Corporate Services; CFO and member of tile Executive ivianagement Committee for the Global Private Client business; Cilief Administrative Officer EMEA AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 8 of 40 6 arid's Premier Insurance :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::llllill:::111111111::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: r~ ;.;.;.;.Iffffffffffffffffffff ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ID&Jf;1rW!fmHg.m~:¢:.;.~ I~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ i::::I::o;::.. CHARTiS ~ rganizatian SrmJ\.Jlu;:rirH ': : . : .:. . . . .:.: .:, . : ftn.alJ(:hil. G>rntlp ~ Worid's iargest commercia! insurance otganization Leading position and scale player in the domestic life insurance and retirement savings markets - #1 U,S, property and casualty insurer in the U,S, 'Nith approximately $27 biilion oj statutory surplus - #4 life insurance organization in the U.S., with more than $22'1 billion of admitted assets (9/30/09) - 200,000 commercial customers worldwide ~ Long history, with underwriting experience tracing back 90 years ... Among the largest issuers of annuities and term life insurance in the U.s. ~ Extensive giobal reach - Leading provider of defined contribution plans in the education and f1ealthcare markets - Operations in over 80 countries .... 34 principai underwriting companies - Leader in both deveioped and emerging markets ~ Diversified platform, offering 500 products and services ~ Extensive, mu!ti-channel distribution netvlJork ~ Diversified product piatform, witi: innovative and coliaborative product development capabilities ~ GAAP Equity: $217 bn {9!30!09PF} ~ GAAP Equity: $47.1 bn (9/30!09PF) ~7 AJG Star m t!g!~ur!;G~j!~~ ~ Major provider of life, rnedicai and annuit.y products to botr1 individuals and groups in Japan ~ Multi .. channei distribution netvvork in Japan, including captive agent, independent agent, corporate and bancassurance channels ~ GAAP Equity: $7.4 bn (9!30!09) AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 9 of 40 7 Strong, Diversified Revenue and Earnings Base Diversified Revenues {;tJ9rti.~_§.f.'_W..f_oL~m_fll.Q_lng_::U2()lo_;)__'?_S.'lZ,_\iJl.a SFG PDoe for 12m emjirlg lZ!31!D9E ~ $19,1 !m L:CyG:~ P:"ogr;:-l!Tt,_ Av!zti':'11 !;-"::;'liciuol vOI-iable E:~vi: Brcker~ge serv:c>::s & On;net1101 J_jl}i, PaVGU t. .4;~ ;~uj ij~s 4.8% Ma;;2gf:!0.£;;t / PrG~~ss:fJ::CiI t iabi:it'y Diversified Earnings 4.4% l13% 2010 Pm forma Adius,ed Operating income e1< RCGfL) (e:<ciw:iing Parent, fP & Other) ::: $8.8 bn <;1 (2) AIG remains one of the largest and most diversified insurance companies in the world$ with its core insurance companies expected to generate $8.8 billion in operating earnings this year Notes: (i) Ba.sed on AIG 2010 Budget, but sMwn pm forma for tile exclusion of AlA, ALlCO, AGF, AI Credit, Consumer Finance, ILFC a.nd AIG Parent. (2) For purposes of presentation, the following businesses are excluded from tile pie chart due to negative eanlings expectations: FP, UGC, CEfO. AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 10 of 40 10 Restructuring Plan ~ Assumptions and Valuation i .7 - 2. Ox embedded vBJue {est $21 bn at E\/) !s vv'eii \J\f:thin range of peer va~uB.tiGns (~o\rver vBJuation than $35-40 bn 00 2Q1 I] None Chinese pure plays) Ba~tetj $15 bn on reGent NonE! r.~:gotiH1jons - !PC} 507~ for $20 on 2011 - 25% oftering for $10 bn 2012 - 25% oftering for $10 bn S0iect0d v!~h.w of $15 bn repr0,;()~t" 1.4:< 9!30/09 8\1 $6.9 bn Gast: GOn~;;d0rat:on at transactior. CIO~;0 :n 2H1 () $5.2 bn of cornn-l0n equ~tYl SU~~0Ct iO lockup (~~X_ f\>:)C~) $3.0 bn of mandatory convertibles, subject to iockup p€!er Rt)E regres~;h:)r. (tj:$(;ount to AFU\C mUi!ipi0 of 2.7'x BV 0X AOCi} P/BV in $35-45 Hn~~ V1:Ui Rq;r~;""rrt" 07)( ···1.0x 9/30!09 PF BV t)r. of .$47.1 t)~ Purct',lS0 UGC ($1.8 Retain blwirH~s" bl)$ineiS:S; b,1$0 C"$0 ,1$SUm0S rH) (jivi(jen(j$ ,md rea!!;:" divi(j(~n(js br.) $15·20 bn 0.1 ···0.9>< 9/30/09 8V 01 $22.9 bn {Et< . .c\OC~} NOr1€~ R0t<li~ .$2.1 bn S~g ned 8.cqu~s~t:on None Sf·:ouid close transaction in 1 H1 0 None PO$sibiiity of dividends beginning in 201 j frOfTl Star None under restructuri ng plan F-unding sOiutions $13.0··· $70 br: rv1ear.:ngfui agreen:€nt or.go~r.Q value to AiG Expecting $0.~1 bn of operating incofTle in 2010 (ex. RCG(LJ) Book Va!U0 of $7,4 bn as of fj!SOl09 Up to $!3.0 on Business can have significant vaiue once tunding sOlutions are achieVed - Secured financing (externa! and intemai) - Aircraft sales Deconsoiidating transaction Minim~,i Minim~,i Fund;ng ~;i)!ution$ CHn (t1;nj!n:z~: Poter.t:al v!3Jue r~:(3!;~:!3,t:on Gontributh:)rl by AiG tt:rough NO~~; !;n(j(~r Dei(~v~;raging re"tnxturing plml DeCOr;2;()iid~Hing ttlrougt' !~S,,()1 $~tles an(j securiti.w1ion2; trar;2mction $0 7 bn for UnC! C;Hj!n~t r\.f:gR~:. rrmnaQ0n10n! U:t:(t1!3,t~:ly r 0i~;,lS0(j .$'1.1) bn debt issuance Access to capitai markets wiii pwvide AIG with additionai tinanciai flexibility None Conversion oi Equity Units issue $ LO bn ot debt to public at the appropriate time AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 11 of 40 15 Execution Timeline Timeline of Key Restrycturing Eyents 1Q10 2Q10 3Q10 4Q10 1Qll 2Qll 3Qll 4Qll 1Q12 2Q12 3Q12 AlA IPO / Secondaries!!) ALiCO Sale AIGFP Unwind / Run-off Divestitures(2) Capital Markets Transactions CPFF Maturity (Including Nightingale) AGF Asset Sales / Securitizations ILFC Asset Sales / Securitizati ons 12/09 3/10 r':':':':':':':':':'~ iiiiiiii@ 9/10 5/10 •• • • Initial PubllcOffenngs IIIIII: Secondary Offerings 12/10 6/11 3/11 _ 9/11 l2!11 3!12 5/12 9/12 12/12 Deconsolidating Transaction ::,:. Quarterwith greater than $1 bn of debt maturities Sale of Business Signing r--Jotes· (1) T:rn~ng of AlA offerings are ~/e1 to bE: deterrn;ned. Dates StiO\lI..tr1 above are n:u~;!ra!~ve_ (2) Oiv0st~!Ures include Nan Shan; !nstitu!;ona; !-\~;S0t ~;lanagern0n1~ S\l\fiss Uectitenstein certain UGC bus:ness0s, certain GFG businesses. (3) $1-8 bn tli3.S been funded H'lrough asset Si3.:0~; and intercOPlpany :oan repayrnents: rernainder repaid Hlmugh FRaN'! borrowing initially, until fwtriel a,;set monetizatiGns can be compiet0d. (4) To be repaid tilrough FRBNY borrowing ini1iaiiy, untii furttler asset rriOne!;zat:ons can be cornp:eted. (5) Repa:d !hrOUgtl securitiz(31ion~;, as~;et sa;es and cash on balance st:eet $2.9 ha~; been ra:sed to date (6) Repaid trlrougri secured f:nanc:ng~ aircraft sa;es; seGurit~zat:on~; and debt ~;yndica1ion. l AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 12 of 40 17 American International Group, Inc. Debt and Capital (dollars in millions) March 31, 2010 -->. W o .j::>. o Financial debt: FRBNY Credit Facility AIG notes and bonds payable AIG loans and mortgage payable AIG LH notes and bonds payable Liabilities connected to trust preferred stock AIG loans to financial services subsidiaries AIG Funding loans to financial services subsidiaries Total Operating debt: AIG Funding cOlmnercial paper MIP matched notes and bonds payable Series AIGFP matched notes and bonds payable AIGFP borrowings (d) ILFC borrowings AGF borrowings AIGCFG borrowings Other Subsidiaries Borrowings of consolidated investments AIG loans to financial services subsidiaries AIG Funding loans to financial services subsidiaries Total Hybrid - debt securities: Junior subordinated debt Hybrid - mandatorily convertible units: Junior subordinated debt attributable to equity units Total AIG capitalization: Total equity Hybrid - debt securities Hybrid - mandatorily convertible units Total consolidated equity and hybrid capital Financial debt Total capital Ratios: Total equity / Total capital Hybrid - debt securities / Total capital Hybrid - mandatorily convertible units / Total capital Financial debt / Total capital $ Debt and Hybrid Capital Dec. 31, 2009 27,400 9,457 427 798 1,339 (706) (4,848) 33,867 23,435 10,419 438 798 1,339 (1,213) (3,505) 31,711 (41.8) NM 6.8 12,642 3,868 15,085 28,710 17,283 68 458 4,315 706 4,848 87,983 1,997 13,371 3,913 15,937 26,173 20,119 216 295 5,141 1,213 3,505 91,880 NM (5.5) (1.2) (5.3) 9.7 (14.1) (68.5) 55.3 (16.1) (41.8) NM (4.2) 11,699 12,001 (f) 5,880 139,429 $ 5,880 (e)(f) 141,472 101,719 11,699 98,076 12,001 (f) 5,880 (e) (f) 115,957 31,711 147,668 ~ 119,298 33,867 '''~ 165 $ $======~ 66.4% 7.6% 3.8% 22.1% Interest Expense (a) Three Months Ended March 31, 2010 Dec. 31, 2009 Inc. (DecL 16.9 % (9.2) (2.5) 833 (b) S 124 I IS 27 - (c) - (c) 1,000 3 98 76 (1.4)% $ 37 - (c) - (c) 727 247 254 19 2 30 - (c) - (c) 744 217 224 85 2,029 3.7 % (2.5) 2.9 6.8 3.7 % 66.4% 8.1% 4.0% 21.5% (a) Includes S112 million, S36 million of interest expense in the three-month periods ended March 31,2010 and December 31,2009, respectively, reported in Other Income (loss) and Policy acquisition and other insurance expenses on the Consolidated Statement of Income (Loss). (b) Includes interest expense ofSI83 million and SI90 million for the three months ended March 31, 2010 and December 31,2009, respectively, allocated to discontinued operations. (c) Aillounts are elilninated in consolidation. (d) Borrowings are carried at fair value with fair value adjustments reported in Other income (loss) on the Consolidated Statement of Income (Loss). Contractual interest payments amounted to S83.6 million and S584.1 million for the three months ended March 31, 2010 and twelve months ended December 31,2009, respectively. (e) The equity units consist of an ownership interest in AIG junior subordinated debentures and a stock purchase contract obligating the holder of an equity unit to purchase, and obligating AIG to sell, a variable number of shares of AIG COlmnon stock on three dates in 2011. (f) The equity units and junior subordinated debentures receive hybrid equity treatment frOln the Inajor rating agencies under their current policies but are recorded as long-tenn borrowings on the consolidated balance sheet. 8 13 103 76 235 258 IS (2.5) 6,225 (b) 129 I IS 27 - (c) - (c) 6,397 $ 85 7,450 AIG Sources of Value vs Debt & Hybrid Obligations ($ billions) Sources of value Noncore AlA ALI CO Nan Shan AGF AIGFP ILFC MIP UGC AIG interests in ML II & ML III Other Total noncore Core Chartis SunAmerica Financial Group Star Edison Total core Total sources of value Company indications - May 2009 -Selected Low High 20,0 12,0 30,0 20,0 25,0 15,0 00 00 00 00 00 00 5,9 12,0 49.9 11,3 20,1 81.4 29.4 13,8 6,0 49.2 99.1 39,2 23,2 7,0 69.4 150.8 Capital structu re NY Fed preferred interests in AIA/ALICO Financial debt & hybrids NY Fed senior secured loan Senior unsecured financial debt* AIGLH trust preferreds Total senior debt & trust preferreds Junior subordinated debentures (hybrids) Mandatory convertibles (hybrids) Total financial debt & hybrids pre-<:onversior Less conversion of mandatory convertibles Total financial debt & hybrids post-<:onversion 0.0 March 31,2009 0.0 Moody's adjustments - Jun 2010 Low High Selected 8,2 14,9 63.1 45,0 20,0 2,1 00 5,0 5,0 00 1,0 10,5 40,0 17,0 2,1 00 2,5 2,5 00 0,5 5,3 35,0 15,0 2,1 00 00 00 00 00 00 40,0 15,0 2,1 00 5,0 5,0 00 00 10,5 40,0 15,0 2,1 00 2,5 2,5 00 00 5,3 30,0 15,5 2,1 00 00 00 00 00 00 35,0 15,5 2,1 00 5,0 5,0 00 00 10,5 30,0 15,5 2,1 00 2,5 2,5 00 00 5,3 52.1 88.6 69.9 52.1 77.6 67.4 47.6 73.1 57.9 32,6 15,0 6,0 53.6 116.7 35,0 15,0 2,5 52.5 104.6 45,0 20,0 4,5 69.5 158.1 40,0 17,5 3,5 61.0 130.9 35,0 15,0 6,0 56.0 108.1 45,0 20,0 7,0 72.0 149.6 40,0 17,5 6,5 64.0 131.4 35,0 15,0 6,0 56.0 103.6 45,0 20,0 7,0 72.0 145.1 40,0 17,5 6,5 64.0 121.9 December 31, 2009 25.0 25.0 25.0 25.1 36.4 12,0 5,9 54.3 5,9 48.4 36.4 12,0 5,9 54.3 5,9 48.4 23.4 11,7 1,3 36.4 12,0 5,9 54.3 5,9 48.4 0.0 September 30, 2009 0.0 0.0 0.0 55.0 12,0 5,9 72.9 5,9 67.0 41,0 12,6 1,3 55.0 12,0 5,9 72.9 5,9 67.0 44.6 44.6 41,6 3,0 44.6 46.8 46.8 41,6 5,2 46.8 114.3 111.7 111.7 111.7 120.2 120.2 89,7 78,1 55,6 44,0 103,1 91,1 2.4 75,9 63,8 19,2 46,7 34,7 -12,1 88,2 76,2 36,5 49,6 37.6 -7,1 00 12,0 63,8 75,9 0,0% 11,9% 4,5% 9,3 12,0 34,7 56,0 16,7% 32,7% 8,0% 61.1 11,5 5,9 78.5 5,9 72.7 41.6 41.6 41,6 00 41.6 Total financial obligations, incl TARP prfrds 114.3 114.3 Excess (shortfall) in value versus: Fed preferreds, senior debt, trust preferreds Fed preferreds, financial debt & hybrids Total financial obligations, incl TARP prfrds 38,0 26.4 -15,2 AIG shareholders' equity TARP Series E TARP Series F Total TARP preferred Company indications - Feb 2010 -Selected Low High 35,0 15,0 2,1 00 00 00 00 00 00 47.4 12.4 1,3 61.1 11,5 5,9 78.5 5,9 72.7 61.1 11,5 5,9 78.5 5,9 72.7 Company indications - Dec 2009 -Selected Low High 55.0 12,0 5,9 72.9 5,9 67.0 46.4 Remaining capital structure~ 2,9 11,2 Senior debt & trust preferreds 00 00 00 12,0 12,0 11,5 11,5 11,5 Junior subordinated debentures (hybrids) 78,1 44,0 37,6 91,1 26.4 Common stock (incl TARP conversion) 49,2 89,7 55,6 52,5 103,1 Total capital 22,8% 0,0% 0,0% 5,5% 0,0% Senior debt % capital Senior debt + 75% of hybrids % capital 9,6% 15,5% 22,7% 8,7% 40.4% Hybrid equity credit % (common + hybrid eq credit) 9,8% 3,6% 6,1% 3,2% 7.4% • Includes $5,6 billion of intercompany operating debt as of March 31, 2010. •• Assumes that noncore assets are sold, with proceeds used to pay down the Fed preferred, the Fed revolver and senior debl. Any excess 14 of 40 is added to common equity March 31, 2010 25.1 25.1 39.4 11,7 5,9 57.0 5,9 51.1 27.4 10,7 1,3 39.4 11,7 5,9 57.0 5,9 51.1 49.0 49.0 41,6 7.4 49.0 120.2 125.2 125.2 125.2 29.4 69,9 57,9 11,1 39,1 27.4 -21,6 80,6 68,9 19,9 57.4 45,7 -3,3 00 12,0 76,2 88,2 0,0% 10,2% 3,8% 00 12,0 57,9 69,9 0,0% 12,9% 4,9% 16,9 11,7 27.4 56,0 30,1% 45,8% 9,6% 00 11,7 68,9 80,6 0,0% 10,9% 4,1% 6,6 11,7 45,7 64,0 10.4% 24,1% 6,0% 39.4 11,7 5,9 57.0 5,9 51.1 American International Group, Inc., and Subsidiaries Additional details regarding liquidity sources are included in Liquidity of Parent and Subsidiaries below. AIG's Strategy for Stabilization and Repayment of its Obligations as They Come Due Future Cash Requirements AIG expects that the repayment of future debt maturities and the payment of the preferred returns and liquidation preference on the Preferred Interests will be its primary uses of available cash. Unless otherwise agreed with the FRBNY, the net proceeds from the cash consideration and the monetization of the securities consideration from the sales of AIA and ALICO will first be used to pay the Preferred Interests, and then to repay the FRBNY Credit Facility. The following table summarizes the maturing debt at March 31, 2010 of AIG and its subsidiaries for the next four quarters: Second Quarter 2010 Third Quarter 2010 Fourth Quarter 2010 First Quarter 2011 ILFC AGF AIG Matched Investment Program AIGFP AIG Other $1,485 659 19 511 $2,501 210 776 269 500 7 $1,642 679 600 $2,003 2,797 888 270 189 12 6 $ 7,631 4,345 1,664 1,328 512 543 Total $2,763 $6,469 $4,263 $2,528 $16,023 (in millions) Total AIG's plans for meeting these maturing obligations are as follows: • ILFC's sources of liquidity available to meet these needs include existing cash, future cash flows from operations, debt issuances and aircraft sales (see Liquidity of Parent and Subsidiaries - Financial Services - ILFC below). During March and April of 2010, ILFC significantly enhanced its liquidity position through a combination of new secured and unsecured debt issuances of approximately $4.0 billion and an extension of the maturity date of $2.16 billion of its $2.5 billion revolving credit facility from October 2011 to October 2012. Availability of $550 million of the approximate $4.0 billion of debt issuances and the extension of $2.16 billion of the revolving credit facility are subject to the satisfaction of certain collateralization milestones. In addition, in April 2010, ILFC signed an agreement to sell 53 aircraft, with an aggregate book value of approximately $2.3 billion, which is expected to generate approximately $2.0 billion in gross proceeds during 2010. Based on this level of increased liquidity and expected future sources of funding, including future cash flows from operations and potential aircraft sales, AIG now expects that ILFC will be able to meet its existing obligations as they become due for at least the next twelve months solely from its own future cash flows. Therefore, while AIG has acknowledged its intent to support ILFC through February 28, 2011, at the current time AIG believes that any further extension of such support will not be necessary. • AGF anticipates that its primary sources of liquidity will be customer receivable collections, additional on-balance sheet securitizations, portfolio sales and borrowings (see Liquidity of Parent and Subsidiaries Financial Services - AGF below). During March and April of 2010, AGF significantly enhanced its liquidity position through the following actions: AGF received cash proceeds of more than $500 million from a $1.0 billion asset securitization in March 2010 and executed and fully drew down a $3.0 billion secured term loan transaction in April 2010. AGF used a portion of the proceeds from these transactions, cash on hand and proceeds from AIG's repayment of two demand promissory notes to repay all of its outstanding obligations under its $2.45 billion one-year term loans in March 2010 and its $2.125 billion five-year revolving credit facility in April 2010 (both of which were due in July 2010). Based on this level of increased 95 15 of 40 American International Group, Inc., and Subsidiaries liquidity and expected future sources of funding, including future cash flows from operations, AIG now expects that AGF will be able to meet its existing obligations as they become due for at least the next twelve months solely from its own future cash flows. Therefore, while AIG has acknowledged its intent to support AGF through February 28, 2011, at the current time AIG believes that any further extension of such support will not be necessary. AIG is continuing to explore strategic alternatives for AGF, including a potential sale of a majority interest. • Debt maturities for the Matched Investment Program (MIP) are expected to be funded through cash flows generated from invested assets, as well as the sale or financing of the asset portfolios in the program. However, mismatches in the timing of cash flows of the MIP, as well as any shortfalls due to impairments of MIP assets, would need to be funded by AIG Parent. In addition, as a result of AIG's restructuring activities, AIG expects to utilize assets from its noncore businesses and subsidiaries to provide future cash flow enhancement and help the MIP meet its maturing debt obligations. • Approximately $813 million of AIGFP's debt maturities through March 31, 2011 are fully collateralized, with assets backing the corresponding liabilities; however, mismatches in the timing of cash inflows on the assets and outflows with respect to the liabilities may require assets to be sold to satisfy maturing liabilities. Depending on market conditions and AIGFP's ability to sell assets at that time, proceeds from sales may not be sufficient to satisfy the full amount due on maturing liabilities. Any shortfalls would need to be funded by AIG Parent. • AIG expects to meet its debt maturities primarily through borrowings under the FRBNY Credit Facility, and dividends, distributions, and other payments from subsidiaries. The Department of the Treasury Commitment is primarily used for capital support of subsidiaries. In the future, AIG may need to provide additional capital support for its subsidiaries. AIG has developed certain plans, some of which have already been implemented, to provide stability to its businesses and to provide for the timely repayment of the FRBNY Credit Facility. In addition, certain of AIG's outstanding financial derivative transactions could require collateral calls or termination payments based on a downgrade in AIG's credit rating. See Note 8 to the Consolidated Financial Statements. Sales of Other Businesses Since September 2008 and through April 28, 2010, AIG entered into agreements to sell or completed the sale of operations and assets, excluding AIA, ALICO and assets held by AIG Financial Products Corp. and AIG Trading Group Inc. and their respective subsidiaries (collectively, AIGFP), that had aggregate assets and liabilities with carrying values of $95.5 billion and $77.5 billion, respectively, at March 31, 2010 or the date of sale. Of these amounts, pending transactions with aggregate assets and liabilities of $54.7 billion and $49.2, respectively, at March 31, 2010 are expected to generate approximately $709 million of aggregate net cash proceeds that will be available to reduce the amount of the FRBNY Credit Facility, after taking into account taxes, transaction expenses, settlement of intercompany loan facilities, and capital required to be retained for regulatory or ratings purposes. Gains and losses recorded in connection with the dispositions of businesses include estimates that are subject to subsequent adjustment. Based on the transactions closed to date, AIG does not believe that such adjustments will be material to future consolidated results of operations or cash flows. See Notes 1 and 3 to the Consolidated Financial Statements for additional information. 96 16 of 40 American International Group, Inc., and Subsidiaries Liquidity of Parent and Subsidiaries AIG Parent The following table presents AIG Parent's sources of liquidity: As of ---------------------------------------------------------------------- March 31, 2010 April 28, 2010 Available borrowing under the FRBNY Credit Facility Cash and short-term investments Available capacity under the Department of the Treasury Commitment $ 12,507 372 $ 11,007 375 22,292 22,292 Total $ 35,171 $ 33,674 (In millions) AIG believes that it has sufficient liquidity at the AIG Parent level to meet its obligations through at least the next twelve months. However, no assurance can be given that AIG's cash needs will not exceed projected amounts. Additional collateral calls, deterioration in investment portfolios affecting statutory surplus, higher surrenders of annuities and other policies, further downgrades in AIG's credit ratings, catastrophic losses or reserve strengthening, or a further deterioration in the super senior credit default swap portfolio may result in significant additional cash needs, or 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. Historically, AIG has depended on dividends, distributions, and other payments from subsidiaries to fund payments on its obligations. In light of AIG's current financial situation, certain of its regulated subsidiaries are restricted from making dividend payments, or advancing funds, to AIG. As a result, AIG has also been dependent on the FRBNY as a primary source of liquidity, and on the Department of the Treasury Commitment to support the capital needs of AIG's insurance company subsidiaries. In the first three months of 2010, AIG Parent collected $323 million in dividends and other payments from subsidiaries (primarily from insurance company subsidiaries), which included $250 million in dividends from Chartis U.S. AIG's primary uses of cash flow are for debt service and subsidiary funding. In the first three months of 2010, AIG Parent retired $850 million of debt and made interest payments totaling $345 million, excluding MIP and Series AIGFP debt. AIG Parent made $2.2 billion in net capital contributions to subsidiaries in the three months ended March 31, 2010, of which the majority was contributed to AIG Capital Corporation, enabling AIG Capital Corporation to redeem its preferred securities held by a Chartis U.S. subsidiary. In addition, in March 2010, AIG Parent repurchased AIG common stock from an insurance subsidiary and repaid $1.6 billion in loans to AGE At the current time, AIG Parent has no access to the commercial paper market, one of its traditional sources for its short-term working capital needs. While no assurance can be given that AIG will be able to access its traditional sources of long-term or short-term financing through the public debt markets again, AIG periodically evaluates its ability to access the capital markets. General Insurance AIG currently expects that its Chartis subsidiaries will be able to continue to meet their obligations as they come due through cash from operations and, to the extent necessary, asset dispositions. One or more large catastrophes, however, may require AIG to provide additional support to the affected General Insurance operations. In addition, further downgrades in AIG's credit ratings could put pressure on the insurer financial strength ratings of its subsidiaries. A downgrade in the insurer financial strength ratings of an insurance company subsidiary could result in non-renewals or cancellations by policyholders and adversely affect the 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 General Insurance subsidiaries as rating agency capital models may reduce the amount of available capital relative to required capital. Given the size and liquidity profile of AIG's General Insurance investment portfolios, AIG believes that deviations from its projected claim experience do not constitute a significant liquidity risk. AIG's asset/liability 97 17 of 40 Hiahlv Confidential FP Unwind Progress • Portfolio has been significantly de-risked, with overall hedging volatility reduced by 82% since 12/31/08 - Interest Rates - down 82% - Commodities - down 99% - Foreign Exchange - down 88% • Headcount reduction of 38% is in line with ongoing unwind of portfolio and operations since 12/31/08 • FP closed Tokyo office in Q3 2009 * Due to FAS 161, FP is changing its methodology for computing notional, leading to a slight increase of previously reported values; Sept and Dec FAS 161 notionals are estimates ** Unadjusted for FAS 161 *** The Gross Vega is calculated as the sum of all the individual positions' absolute vegas as if each position is not hedged. Although FP's books are almost completely hedged on a net Vega basis, the Gross Vega measure will help monitor how well the volatility risk is being eliminated. The interest rate option vega denotes the change in value due to a 0.1 % increase in normal volatility. For other derivatives (i.e., Equity, Commodity and FX option), vega denotes the change in value due to a 1% increase in lognormal volatility. 18 of 40 4 Hiahlv Confidential 2009 & 2010 VTD Unwind metrics -Directional risk and Vega As of3/31/10: Portfolio significantly de-risked; overall hedging volatility reduced by 82% - Interest Rates - down 82% - Commodities - down 100% - Foreign Exchange - down 88% I- $1.25 as of 12/31108 Corporate arbitrage COS Exposure 15.74 16.37 22.07 (6.33) -29% Regulatory Capital CDS Exposure 96.54 111.68 151.07 (54.53) -32% Credit Book Other Exposure 11.05 11.69 13.79 (2.73) -20% GICs Notional 2.01 2.1 2.17 (0.16) -7% Lease transactions Notional 4.45 4.47 4.52 (0.07) -2% Asset Portfolio Notional 27.72 28.36 30.78 (3.07) -10% Issued securities Notional 7.98 9.44 11.05 (3.07) -28% Repos & reverse repos Notional 11.44 9.36 8.23 3.22 39% Pension BROs Notional 26.13 27.88 28.04 (1.91) -7% BOll BROs Notional 4.26 4.24 4.21 0.05 1% Muni Swaps Notional 1.46 1.46 1.5 (0.04) 3% Fund derivatives - FOHF Exposure 0.07 0.08 0.18 (0.11) -61% Fund derivatives - FOMF Exposure 0.01 0.01 0.02 (0.01) -50% Energy / infrastructure Notional 0.05 0.05 0.05 - - PROs Notional Prime brokerage NA TOG / Strategic investments NA ! II II r\ ~ ~ $0.58 as of 9/30/09 \ : II [ II ~ $0.31 as of 12/31/09 $0.24asof3/31/1~" "" $0.14 as of ,... ,... 12/31/10 ... $0.19 as of 6/01/10 Jun Dec Jun Dec 2009 2009 2010 2010 6 19 of 40 Hiahlv Confidential Reg Cap book overview l. .~.~.~.:.: ~.~: .:.:~:.:. ~. . . . . . . . . . . . . . .' As of May 5, 2010 240 IE] rnrn $230b (Q4,2008) $188b (Q2,2009) 180 160 $143b (Q4,2009) 140 $109b (Q1 ,201 0) 120 Corp m RMBS 220 200 Other 100 • Current Reg Cap book is $75B in notional1 • The overall portfolio is projected to have amortized to 50% by 01 2011 - RMBS deals have uniform amortization profile - Corp deals expected to be called in early 2011 and show steeper decline • Blackrock projects zero losses in all scenarios 80 • Annual Reg Cap income in 2011 will be -$57M and cumulative annual income between today at 2020 is projected to be -$137M 60 40 20 o 04 2008 01 2010 Jan 2011 Jan 2012 Jan 2013 Jan 2014 1 Includes all trades which have been called, including $34B in notional (8 positions) will be settled in June 2010 7 20 of 40 Hiahlv Confidential Quarterly P&l Quarterly pal USD$ M Commentary (Q1 10) Q210 (Through June 1) $5 B in credit and asset book appreciation since Value Max $6.6 BN in the past year. • Asset portfolio gain of $869 M reflects overall improvement of asset prices over the quarter Q1 10 Q409 Q309 Q209 Q109 2009 6 (6) (14 ) 26 79 (99) (8) Credit books (40) 159 265 1,347 737 (672) 1,677 Asset portfolio 248 869 725 1,645 855 (1,178) 2,047 CVA on liabilities 471 (626) (338) (683) (868) 1,803 (86) • Loss due to CVA on liabilities ($626 M) and derivatives ($178 M), largely driven by narrowing of AIG Inc. spreads II - AIG's 5yr CDS spread was at 279 bps as of 3/31/10 vs. 581 as of 12/31/09 II CVA on derivatives (49) (178) (42) (232) (7) 1,056 775 II • (316) (454) (462) (502) (635) (866) (2,465) 10 7 18 (6) (196) (188) (372) Hedged books Int. paid to parent Reserves -------------------------------~------------------------------I I I I I I II Interest paid to parent remains a significant expense item ($433 M) - Balance as of 3/31/10 was $55.3B and the rate was 3.276% (75) 132 110 (595) (428) (96) (138) (131 ) (154 ) 2 98 (237) (76) (230) (299) 79 1,352 (132) (1,123) (519) II • Credit gain of $159 M driven by continuing improvement in (445) II multi-sector and some spread improvement in Corp Arb and 176 II underlying CDS Asset valuations Unwind P&L (13) (28) Expenses (58) (65) Other 6.3 Total pal 291 8 Source: Management P&L 21 of 40 Hi Disaggregation strategy - Remaining Book Resolutions Key facts , ,: BROs ,,: • $32 B Notional ,,, • Average MV/BV has , recovered from 91 .5% in ,,, ,, 0409 to 99.7% in 01 10 • Overview of positions by trade count ...................................................................................................................... , ,,, , ,,, , ,,, ,.. Assets ,,, ,,.. • $29 B Notional , - $22 B MTM ," ,, , - $5 B potential upside , ,:,, ,,, Liabilities ,~ • $24 B Notional ,: ' , :,: , ,: ,: '» I '" "" ". I " I :1 , I I I: ," ::: , Jun 2009 Dec 2009 Jun De~\ 2010 2010 •: "" , :..............................................................................................................................: Proposed disposition • Engage a 3rd party for outsourcing/ transfer of the portfolio • Potential partners could include: - Specialty finance - New issuers - Existing market players • Transfer to AIG Inc (AMG) • Opportunistically unwind assets based on prioritized criteria (e.g., volatility) • Transfer to AIG Treasury, managed with other RemainCo liabilities • Contract management of derivatives to AIG or 3rd party entities ,.--------------------------------------------------------------------------------- '. , / RemainCo •,,/ • 3.5-5k positions / • $400-500 B notional Dec 2008 "l' ~~:: .: : :;. ", , "" • Structure a small RemainCo to passively manage significantly de-risked portfolio with minimal maintenance • Requires tradeoffs between complexity of RemainCo and capturing upside from remaining positions • Key decision areas include - Securitization swaps/CDO swaps - Credit books (e.g., Corp Arb, Reg Cap) - Some illiquid derivative positions 22 of 40 Q Extensive Government Support for AIG The attached sheet from AIG's Financial Supplement summarizes the financial support provided to AIGby the US government through March 31, 2010, as well as additional available amounts under committed facilities. Other indications of support are noted below. Supportive statements in SEC filings: AIG's 2009 lO-K and its 1Q 2010 lO-Q included the following expression of support, consistent with the language in prior filings: "As first stated by the U.S. Treasury and the Federal Reserve in connection with the announcement of the AIG Restructuring Plan on March 2, 2009, the U.S. Government remains committed to continuing to work with AIG to maintain its ability to meet its obligations as they come due." Focus on credit ratings: Fed and Treasury representatives have repeatedly assured us that they plan to keep the government support in place, specifically the TARP funding, until AIG can achieve a senior debt rating in the A range or better without the need for such support. We believe that the government has the ability (through structures already in place), the willingness (through supportive actions/comments to date) and the economic incentive to deliver this result. Our Fed/Treasury contacts confirm that the most likely exit plan would be for the Treasury to convert its TARP interests to common stock to be sold through public offerings. To maximize the proceeds from such offerings, we expect that the Treasury will support AIG throughout its restructuring, i.e., until the core insurance businesses have more fully recovered and the noncore businesses are largely unwound or divested. Jim Millstein's written statement to COP: Jim Millstein, the Treasury's chief restructuring officer and point person on AIG, recently testified at a Congressional Oversight Panel hearing on AIG. Jim's written testimony cited the Treasury's goal of achieving a standalone parent senior debt rating in the A range as a critical element of the AIG restructuring plan. Responsive to credit concerns: The government intervention at AIG has been designed first to avoid systemic risk, and thereafter to support AIG's policyholders and creditors, so as to stabilize the markets and ultimately recover as much as possible of the TARP investment. With each major step of the restructuring, AIG and Fed/Treasury officials have been keenly interested in rating implications and have consistently followed a creditor-friendly path. GAO sees ratings as critical indicator: The Government Accountability Office (GAO) is the audit, evaluation and investigative arm of Congress, charged with examining the use of public funds under various federal programs and policies, including TARP. In September 2009, the GAO published a detailed report on the AIG rescue and the ongoing government efforts to support the company. The report contains numerous references to credit ratings as a critical business factor for AIG, citing comments to this effect by senior representatives of the company, Fed and Treasury. One appendix to the report lists nearly 20 indicators that the GAO will monitor to gauge the success of the rescue effort. The first item on the list is credit ratings. 23 of 40 American International Group, Inc. U.S. Government Support As of March 31, 2010 (in millions) Amount of Assistance Authorized Debt Equity $34,156 (a) Description of Support Federal Reserve Bank of New York FRBNY Credit Facility: The FRBNY created this facility to enhance the liquidity of AIG and its subsidiaries. In consideration for the facility, Series C preferred stock was issued at a purchase price of $0.5 million to a trust established for the sole benefit of the United States Treasury. The Series C preferred stock represents approximately 79.8 percent of each of (i) the voting power of AIG's shareholders entitled to vote on any particular matter and (ii) the aggregate dividend rights of the outstanding shares of AIG common stock and the Series C preferred stock. (a) FRBNY Credit Facility Interest and Fees: Accrued compounding interest and fees owed by AIG paid with additional borrowings (paid in kind) Preferred Interests in AlA and ALICO: On December 1,2009 AIG and the FRBNY completed two transactions pursuant to which AIG transferred to the FRBNY preferred equity interests in newly-forrued special purpose vehicles (SPYs) in exchange for a $25 billion reduction of the balance outstanding and the maximum credit available under the FRBNY Credit Facility. The FRBNY holds a preferred interest in the AlA Aurora LLC with a liquidation preference of $16 billion and preferred interests in the ALICO Holdings LLC with a liquidation preference of $9 billion. Maiden Lane II Loan: The FRBNY created this Spy to provide AIG liquidity by purchasing residential mortgage-backed securities from AIG life insurance and retirement services companies. The FRBNY provided a loan to the Spy for the purchases. It also terruinated a previously established securities lending program with AIG. The actual amount funded was $19.494 billion. Maiden Lane III Loan: The FRBNY created this Spy to provide AIG liquidity by purchasing CDOs from AIG Financial Products' counterparties in connection with the termination of credit default swaps. The FRBNY again provided a loan to the Spy for the purchases. The actual amount funded was $24.339 billion. 1'0 .j::>.. 0 .j::>.. 0 Series DIE Preferred Shares: The United States Department of the Treasury (Department of the Treasury) purchased Series D cumulative preferred stock from AIG. AIG used the proceeds to pay down the FRBNY Credit Facility. These shares were later exchanged for Series E noncumulative preferred shares. Unpaid dividends on the Series D shares were added to the liquidation preference of the Series E shares. Series F Preferred Shares: Through the purchase of AIG's Series F noncumulative preferred shares, the Departruent of the Treasury originally committed to provide to AIG up to $29.835 billion, subject to certain conditions. The liquidation preference of each share of the Series F preferred stock increases by the pro rata amount of any drawdown on the commitment. Total authorized and outstanding assistance (b) Less: Maiden Lane II and Maiden Lane III loans Amounts retlected on AIC's consolidated balance sheet * Refer to page 10 for discussion of capital structure and ranking of obligations. Balance Outstanding Remaining March 31, Dec. 31, Inc. Available Balance 2010 2009 (Dec.) March 31, 2010 $12,507 $21,649 $17,900 $3,749 5,751 5,535 216 25,059 24,540 519 22,500 15,283 16,004 (721) 30,000 17,323 18,499 (1,176) 40,000 41,605 41,605 29,835 7,543 5,344 2,199 22,292 $134,213 (32,606) $101,607 $129,427 (34,503) $94,924 $4,786 (1,897) $6,683 $34,799 25,000 U.S. Dept. of the Treasury $86,656 $94,835 (a) The FRBNY Credit Facility was initially $85 billion, but was reduced to $60 billion in November 2008 and was further reduced by an additional $25 billion in December 2009 to $35 billion, as a result of the completion of the transactions described in this table under Preferred Interests in AlA and ALICO. As of March 31, 2010, the facility availability was reduced to $34.156 billion as a result of mandatory prepayments relating to asset sales which occurred in the first quarter of 201 O. (b) Does not include AIG's participation in the FRBNY Commercial Paper Funding Facility. 9 AlA and ALiCO were moved from Foreign Life to discontinued ops in 1Q 2010. This worksheet does not restate prior periods. 202008 3 mos 102008 -1.053 -1.052 6.079 5.924 951 -535 416 5.124 5.410 943 -164 779 2.678 3.347 -36 -727 -763 3.647 3.532 107 -313 -206 3.726 3.740 770 42 812 4.339 3.468 831 -82 749 7,736 8,281 713 -608 105 7,088 8,663 -1,680 -2,269 -3,949 9,277 9,294 108 -1,366 -1,258 9,805 9,664 1,721 493 1,228 9,463 8,878 1,774 -246 1,528 1.470 1.059 348 -78 270 1.550 1.091 162 -460 -298 1.728 1.158 -8 -4.447 -4.455 2.296 1.573 474 -4.381 -3.907 2.066 1.353 369 -1.368 -999 1.815 1.312 399 -1.268 -869 3.048 265 804 -1.256 -452 2.636 272 -94 24 -70 3.594 258 -343 -1.186 -1.529 3.367 330 -900 -9.873 -10.773 4.620 347 -393 -9.039 -9.432 5.180 363 633 -3.206 -2.573 5.718 356 800 -2.740 -1.940 5,366 1,279 1,034 -364 670 4,446 1,277 1,207 -1,429 -222 4,106 1,331 254 -54 200 5,144 1,440 -160 -1,667 -1,827 5,095 1,673 -835 -14,393 -15,228 6,916 2,061 87 -13,426 -13,339 7,246 1,967 1,002 4,574 -3,572 7,533 1,943 1,210 4,019 -2,809 1,231 864 220 -135 85 8,272 6,201 1,054 291 1,345 8,012 5,527 1,068 -159 909 7,520 5,590 1,169 -653 516 7,584 5,456 1,269 -818 451 8,785 6,332 1,218 4,637 -3,419 13,830 6,178 777 -2,442 -1,665 16,040 6,318 1,544 -577 967 15,823 5,882 1,337 -552 785 2,222 -794 1,428 335 79 414 2,997 -1,625 1,372 2,440 -744 1,696 1,822 -3,093 -1,271 -1,297 -21,299 -22,596 972 -17,234 -16,262 4,267 -5,644 -1,377 4,321 4,817 496 -56 -298 -91 -29 474 344 80 -302 -30 92 365 1.352 -139 -18 1,560 316 -1.123 -233 -50 -1,090 35 439 95 -129 1,428 335 -132 -270 -36 -103 4 223 124 207 -17.167 -616 -16 -17,592 -20 -329 -17,941 306 -8.250 -434 31 -8,347 177 -33 -8,203 352 -6.244 -22 34 -5,880 40 15 -5,905 272 -8.851 24 10 -8,545 -76 -151 -8,772 Op inc (loss) before net RCG(L) & NODH Non-qualifying derivative hedging (NQDH) Net RCG(L) Operating income (loss) 1,748 427 82 509 2,337 4 -521 1,820 732 -759 989 4,557 -3 -1.754 2,800 -3.135 -2,401 -18,889 -20 -21.628 40,537 -7,375 177 -17.267 -24,465 -1,613 -40 -5.629 -7,282 4,224 -76 -4.968 -9,268 Other income (loss) before net RCG(L) Other net RCG(L) Consolidation & eliminations before net RCG(L) Consolidation & eliminations net RCG(L) Pretax income (loss) from continuing ops -353 59 -12 152 835 -7.319 50 -553 -289 -7,602 -2.658 -869 -117 488 -356 -1.779 265 1.411 -1.197 520 -3.537 78 -298 -52 -6,210 -12.644 -4.690 -4.121 2.867 -59,125 -2.622 -729 -233 540 -27,509 -994 -31 -159 -221 -8,687 -637 -1.325 -353 376 -11,207 -91 926 414 -8,016 -407 51 -731 1,251 -1.154 -5,056 2.642 -61,767 -4.674 -22,835 -3.342 -5,345 -3.520 -7,687 1.173 2,099 -994 -9,010 -66 -15 594 1,845 -77 -5,133 -789 -62,556 -1.870 -24,705 -54 -5,399 -40 -7,727 648 1,451 -137 -8,873 -470 455 23 1,822 -780 4,353 -897 -61,659 -237 -24,468 -42 -5,357 78 -7,805 3 mos 102010 402009 3 mos 302009 3 mos 202009 3 mos 102009 402008 3.787 4.562 733 -3 730 4.219 4.796 -1.292 -104 -1.396 5.002 4.807 583 10 593 4.968 4.948 654 -82 572 4.184 5.227 279 -503 -224 4.410 5.316 -1.644 -1.542 -3.186 Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 3.857 3.079 146 140 286 2.711 3.234 -461 256 -205 3.074 3.132 139 -47 92 2.954 3.076 363 45 408 3.552 3.054 434 -105 329 Total General Insurance Net premiums written Net premiums earned Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 7,644 7,641 879 137 1,016 6,930 8,030 -1,753 152 -1,601 8,076 7,939 722 -37 685 7,922 8,024 1,017 -37 980 Operating income (loss) 1.323 1.040 367 -140 227 1.375 999 397 20 417 1.398 1.012 403 -173 230 Domestic Retirement Services Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 3.414 275 756 -656 100 3.991 280 637 -384 253 Total DLRS Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 4,737 1,315 1,123 -796 327 A1G Segment Results ($ Millions) 3mos 3mos 3 mos 302008 3mos General Insurance (Chartis) A1GCI Net premiums written Net premiums earned Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 5.630 5.762 Foreign General Net premiums written Net premiums earned Domestic Life Insurance & Retirement Svcs Domestic Life Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Foreign Life Insurance & Retirement Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Core insurance operations Op inc (loss) before net RCG(L) & NODH Net RCG(L) Operating income (loss) Financial Services Op inc before net RCG(L) & NODH Aircraft Leasing Capital Markets Consumer Finance Other, incl intercompany adjustments Total op inc (loss) before net RCG(L) & NODH Non-qualifying derivative hedging (NQOH) Net RCG(L) Total operating income (loss) -3 2 42 -1,130 Total Segments Income tax expense (benefit) Net income (loss) from continuing ops Net income (loss) from discontinued ops Net income (loss) Net income (loss) attrib to noncontrolling interests Net income (loss) attrib to AlG o 25 of 40 AlA and ALiCO were moved from Foreign Life to discontinued ops in 1Q 2010. This worksheet does not restate prior periods. 3 mos 302007 12mos 12 mos 202007 3 mos 102007 12 mos 402007 2009 2008 2007 5.650 5.896 1.525 -11 1.514 5.986 5.916 1.871 -60 1.811 6.449 5.956 1.965 -81 1.884 5.971 5.939 1.820 76 1.896 18.373 19.778 224 -679 -455 21.243 22.412 251 -3.294 -3.043 24.056 23.707 7.181 -76 7.105 2.921 3.299 822 -195 627 3.270 3.112 648 -24 624 3.242 3.030 874 18 892 3.618 2.908 892 35 927 12.291 12.496 475 149 624 14.390 14.087 1.672 -1.080 592 13.051 12.349 3.236 -166 3.070 8,571 9,195 2,347 -206 2,141 9,256 9,028 2,519 -84 2,435 9,691 8,986 2,839 -63 2,776 9,589 8,847 2,712 111 2,823 30,664 32,274 699 -530 169 35,633 36,499 1,923 4,374 -2,451 37,107 36,056 10,417 -242 10,175 1.739 1.228 340 -473 -133 2.032 1.398 339 -277 62 1.822 1.260 392 -20 372 1.847 1.425 359 -16 343 5.793 4.161 1,310 -691 619 7.905 5.396 1,234 -11.464 -10.230 7.440 5.311 1.430 -786 644 4.418 385 919 -1.251 -332 4.526 385 863 -356 507 5.073 377 1.267 -295 972 4.592 359 1.316 -37 1.279 13.269 1.075 1,004 -2.802 -1.798 18.885 1.396 140 -24.858 -24.718 18.609 1.506 4.365 -1.939 2.426 6,157 1,829 1,263 -1,728 465 6,558 1,880 1,216 -647 569 6,895 1,746 1,653 -309 1,344 6,439 1,887 1,673 -51 1,622 19,062 5,327 2,335 -3,514 -1,179 26,790 7,644 1,464 -36,412 -34,948 26,049 7,342 5,805 -2,735 3,070 17,036 5,860 1,275 -187 1,088 15,797 5,423 1,356 153 1,509 13,139 5,304 1,466 -5 1,461 12,384 5,149 1,380 -86 1,294 31,388 22,774 4,560 -1,339 3,221 54,478 24,710 4,876 -8,208 -3,332 58,356 21,736 5,477 -125 5,352 4,885 -2,121 2,764 5,091 -578 4,513 5,958 -377 5,581 5,765 -26 5,739 7,594 -5,383 2,211 8,263 48,994 40,731 21,699 -3,102 18,597 248 -10.493 -7 -10,246 396 -673 -10,523 269 -58 80 16 307 428 -66 669 190 273 58 -9 512 -528 63 47 193 153 74 24 444 -85 -67 292 1.360 177 -944 -134 459 55 517 1.137 -40.512 -1.048 59 40,364 41 -498 40,821 900 -10.125 205 37 -8,983 211 -743 -9,515 -5,361 396 -2.794 -7,759 5,398 428 -644 5,182 6,470 -528 -314 5,628 6,209 -85 -93 6,031 8,053 3 -5.328 2,728 -32,101 41 -49.492 -81,552 12,716 211 -3.845 9,082 -412 -708 -139 179 -8,839 -407 -398 85 193 4,655 -97 386 341 -123 6,135 -34 -29 14 201 6,183 -15.293 -476 443 -1.050 -13,648 -16.897 -6.775 -4.866 3.562 -106,528 -950 -749 301 450 8,134 -3.413 -5,426 1.463 3,192 1.679 4,456 1.726 4,457 -1.878 -11,770 -8.894 -97,634 1.455 6,679 Net income (loss) -5,426 3,192 4,456 4,457 -543 -12,313 -2.753 -100,387 6,679 Net income (loss) attrib to noncontrolling interests 269 -5,695 331 2,861 372 4,084 316 4,141 -1,364 -10,949 -1.098 -99,289 1.288 5,391 A1G Segment Results ($ Millions) 3mos 3mos General Insurance (Chartis) A1GCI Net premiums written Net premiums earned Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Foreign General Net premiums written Net premiums earned Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Total General Insurance Net premiums written Net premiums earned Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Domestic Life Insurance & Retirement Svcs Domestic Life Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Domestic Retirement Services Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Total DLRS Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Foreign Life Insurance & Retirement Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Core insurance operations Op inc (loss) before net RCG(L) & NODH Net RCG(L) Operating income (loss) Financial Services Op inc before net RCG(L) & NODH Aircraft Leasing Capital Markets Consumer Finance Other, incl intercompany adjustments Total op inc (loss) before net RCG(L) & NODH Non-qualifying derivative hedging (NQOH) Net RCG(L) Total operating income (loss) Total Segments Op inc (loss) before net RCG(L) & NODH Non-qualifying derivative hedging (NQDH) Net RCG(L) Operating income (loss) Other income (loss) before net RCG(L) Other net RCG(L) Consolidation & eliminations before net RCG(L) Consolidation & eliminations net RCG(L) Pretax income (loss) from continuing ops Income tax expense (benefit) Net income (loss) from continuing ops Net income (loss) from discontinued ops Net income (loss) attrib to A1G 26 of 40 American International Group, Inc. Consolidated Statement of Segment Operations (in millions, except per share data) Three Months Ended March 31, March 31, 2010 2009 % Inc. (Dec.) Dec. 31, 2009 % Inc. (Dec.) General Insurance Net premimns -written 7,644 7,727 Net premiums earned Claims and claims adjustment expenses incurred Change in deferred acquisition costs Other lUlderwriting expenses 7,641 5,459 (18) 2,392 8,272 5,787 Underwriting loss Net investment income (192) 1,071 275 435 Operating income (loss) before net realized capital gains (losses) Net realized capital gains (losses) Pre-tax income (loss) 879 137 1,016 1,315 Domestic Life Insurance & Retirement Services Premiums and other considerations Deposits and other considerations not included in revenues lUlder GAAP Premiums, deposits and other considerations Net investment income Operating income (loss) before net realized capital gains (losses) Net realized capital losses Pre-tax income (loss) Foreign Life Insurance & Retirement Services (1) Premiums and other considerations Deposits and other considerations not included in revenues lUlder GAAP Premiums, deposits and other considerations Net investment income Operating income before net realized capital gains (losses) Net realized capital gains (losses) Pre-tax income (loss) (1.1) % S (7.6) (5.7) NM 8.5 6,922 10.4 % 8,023 7,936 295 2,396 (4.8) (31.2) NM (0.2) NM 146.2 (2,604) 855 NM 25.3 710 (608) 102 23.8 NM NM (1,749) lSI (1,598) NM (9.3) NM 1,440 (8.7) 1,279 2.8 2,205 3,422 3,624 (5.6) 3,996 (14.4) 4,737 2,707 1,123 (796) 5,064 1,930 (160) (1,667) (6.5) 40.3 NM NM 5,275 2,663 1,034 (364) (10.2) 1.7 NM NM 327 (1,827) NM 670 (51.2) 864 925 (6.6) 967 (10.7) 40.1 367 337 8.9 262 1,231 346 220 (135) 1,262 324 358 (486) (2.5) 6.8 (38.5) NM 1,229 324 165 187 0.2 6.8 33.3 NM 85 (128) NM 352 (75.9) (474) NM NM NM 92 35 (1,090) 2 (42) NM NM NM (439) (1,130) NM 95 NM (353) 59 140 (3,522) 78 (89) NM (24.4) NM (7,296) 50 (651) NM 18.0 NM 835 (91) 926 (6,516) (1,303) (5,213) NM NM NM (8,378) 2 (8,380) NM NM NM Financial Services Operating income (loss), excluding non-qualifying derivative hedging activities and net realized capital gains (losses) (2) Non-qualifying derivative hedging activities Net realized capital gains (losses) Pre-tax income (loss) Other before net realized capital gains (losses) Other net realized capital gains Consolidation and elimination adjustments (3) Income (loss) from continuing operations before income tax expense (benefit) Income tax expense (benefit) (4) Income (loss) from continuing operations Income (loss) from discontinued operations, net oftax 1,173 80 NM (630) NM Net income (loss) Less: Net income (loss) from continuing operations attributable to noncontrolling interests: Noncontrolling nonvoting, callable, jlUlior and senior preferred interests held by Federal Reserve Bank of New York Other 2,099 (5,133) NM (9,010) NM 519 129 (774) NM NM 140 (314) NM NM (774) (6) NM NM (174) 37 NM NM Total income (loss) from continuing operations attributable to noncontrolling interests Income (loss) from discontinued operations attributable to noncontrolling interests 648 648 (780) NM (137) NM Net income (loss) attributable to AIG Total net income (loss) attributable to noncontrolling interests 1,451 (4,353) NM (8,873) NM Income (loss) attributable to AIG from discontinued operations, net of tax Net gain (loss) on sale of divested businesses, net of tax Net realized capital losses, net of tax Non-qualifying derivative hedging activities, excluding net realized gains (losses), net of tax Adjusted net income (loss) 1,173 (77) (360) 86 175 (2,410) NM NM NM (667) (322) (516) NM NM NM (94) 809 (118) (2,086) NM NM % S 176 (7,544) NM NM % Income (loss) per common share attributable to AIG - diluted: Income (loss) from continuing operations Income (loss) from discontinued operations Adjusted net income (loss) Weighted average shares outstanding - diluted Effective tax rates (5): Income (loss) before income tax and noncontrolling interest Net income (loss) attributable to AIG Adjusted net income (loss) Return on equity attributable to AIG 0.41 (40.29) NM (60.59) NM 1.75 1.21 135.7 0.62 (22.90) 135.3 182.3 NM (4.92) (55.69) 135.4 NM NM (10.9)% (287.6)% 1.3% 8.0% (See Accompanying Notes on Page 4) 27 6f 40 20.0% 22.8% 32.3% (0.0)% (0.9)% 0.3% American International Group, Inc. Consolidated Balance Sheet (in millions) March 31, 2010 December 31, 2009 Assets: Investments Fixed maturity securities (1) Equity securities Mortgage and other loans receivable, net of allowance Finance receivables, net of allowance Flight equipment primarily under operating leases, net of accumulated depreciation Other invested assets Securities purchased under agreements to resell, at fair value Short-tenn invesunents Total investments Cash Accrued investment income Premiums and other receivables, net of allowance Reinsurance assets, net of allowance Current and deferred income taxes Deferred policy acquisition costs Real estate and other fixed assets, net of accmnulated depreciation Unrealized gain on swaps, options and forward transactions, at fair value Goodwill Other assets, including prepaid commitment asset Separate accOlmt assets, at fair value Assets of businesses held for sale (2) Total assets 283,235 7,444 22,533 18,912 43,258 33,250 1,615 38,800 449,047 2,133 3,467 18,718 25,791 6,805 19,064 3,259 7,383 2,565 17,072 51,953 256,440 863,697 396,794 17,840 27,461 20,327 44,091 45,235 2,154 47,263 601,165 4,400 5,152 16,549 22,425 4,108 40,814 4,142 9,130 6,195 18,976 58,150 56,379 847,585 86,489 26,350 47,752 142,932 7,493 2,874 4,004 708 3,418 458 6,296 1,030 21,015 2,285 27,400 109,744 51,953 217,837 760,038 85,386 21,363 116,001 220,128 13,252 4,950 4,393 774 3,505 1,030 5,403 1,641 22,503 4,739 23,435 113,298 58,150 48,599 748,550 1,940 959 41,605 7,378 23,000 354 6,356 41,605 5,179 23,000 354 6,358 (1,042) 8,086 (106) 1,206 (1,091) (9,871) (874) 75,001 (1,810) 7,145 (128) 1,630 (1,144) (11,491) (874) 69,824 25,059 1,659 26,718 101,719 863,697 24,540 3,712 28,252 98,076 847,585 Liabilities: Liability for unpaid claims and claims adjustment expense Unearned premiums Future policy benefits for life and accident and health insurance contracts Policyholder contract deposits Other policyholder funds Commissions, expenses and taxes payable Insurance balances payable Funds held by companies under reinsurance treaties Securities sold under agreements to repurchase, at fair value Securities and spot commodities sold but not yet purchased, at fair value Unrealized loss on swaps, options and forward transactions, at fair value Trust deposits and deposits due to banks and other depositors Other liabilities Federal Reserve Bank of New York Commercial Paper Funding Facility Federal Reserve Bank of New York Credit Facility Other long-tenn debt Separate accOlmt liabilities Liabilities of businesses held for sale (2) T otalliabilities Commitments, contingencies and guarantees Redeemable non controlling interests in partially mvned consolidated subsidiaries AIG shareholders' equity: Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series C Common stock Additional paid-in capital Unrealized appreciation (depreciation) of fixed maturity investments on which other-than-temporary credit impainnents were taken, net of tax Unrealized appreciation (depreciation) of all other investments, net of tax Net derivative gains (losses) arising from Cash flow hedging activities, net of tax Foreign currency translation adjustments, net of tax Retirement plan liabilities adjustment, net of tax Accumulated deficit Treasury stock, at cost Total AIG shareholders' equity Noncontrolling interests N oncontrolling nonvoting, callable, junior and senior preferred interests held by Federal Reserve Bank of New York Other Total noncontrolling interests Total eq uity Total liabilities and equity (See Accompanying Notes on Page 7) 28 Jt 40 l\100DY~S ~N'VcSTOf.tS HRV;C!: Credit Opinion: AflwfiGim hi0mdi0nd Group, ~m::, New York, New York, United States Ratings Category Rating Outlook Senior Unsecured Senior Unsecured MrN LT Issuer Rating Junior Subordinate Moody's Rating NEG A3 A3 A3 Ba2 Rated Intercol11>3ny Pool Merrbers Rating Outlook Insurance Financial Strength NEG Aa3 American General Life Ins. Co of Delaware Rating Outlook Insurance Financial Strength NEG A1 American General Life Insurance C0l11>3ny Rating Outlook Insurance Financial Strength NEG A1 Contacts Analyst Bruce Balientine/New York Laura Bazer/New York Robert Riegel/New York Phone 1.212.553.1653 Key Indicators American International Group, Inc.[1] Total Assets ($ Mil.) AIG Shareholders' Equity ($ MI.) Total Equity ($ MI.) Total Revenue ($ Mil.) Net Income (Loss) Attributable toAIG ($ Mil.) Adjusted Financial Leverage [2] Total Leverage, Incl. Guaranteed Amounts [2] Earnings Coverage (1 yr.) Cashflow Coverage (1 yr.) 1Q2010 2009 2008 2007 2006 $ 863,697 $ 75,001 $101,719 $16,330 $ 1,451 60.7% $ 847,585 $ 69,824 $ 98,076 $ 96,004 $ (10,949) 61.3% $ 860,418 $ 52,710 $ 60,805 $6,896 $ (99,289) 80.7% $1,048,361 $ 95,801 $104,273 $103,632 $ 6,200 17.4% $ 979,414 $ 101,677 $107,037 $106,926 $14,048 15.2% 72.5% 73.2% 88.6% 51.7% 46.4% NM NM NM NM 5.0x 8.4x 20.4x 9.1x [1] Information based on consolidated GA/lP financial statements. [2] In calculating leverage, we treat the Series C preferreds and noncontrolling interests as equity, and we treat the Series D, E & F preferreds as basket B hybrids, subject to Moody's cap on hybrid equity credit. Opinion SUMMARY RATING RATIONALE American International Group, Inc. (NYSE: AIG - long-term issuer rating of A3, short-term issuer rating of Prime 1, negative outlook) is a leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG's core insurance operations consist of global property & casualty (P&C) insurance branded as Chartis; U.S. life insurance and retirement services conducted by SunAmerica Financial Group (SFG); and two Japanese life insurers, A1G Star Life Insurance Co., Ltd. (Star) and AIG Edison Life Insurance Company (Edison). A1G also owns substantial noncore operations, including its Financial Services and Mortgage Guaranty units, as well as discontinued operations, consisting of large international life insurers that are subject to sale agreements. The current insurance financial strength ratings (IFSRs) of Chartis U.S. (Aa3, negative outlook) and SFG, (A1, negative outlook) incorporate one notch of rating uplift versus their respective intrinsic credit profiles, based on existing and authorized support from the U.S. government. The senior unsecured debt rating of AIG is notched downward from the IFSRs of its main operating units to reflect the parent's structural subordination. The parent rating also incorporates further government support, which offsets the downward rating pressure from various noncore businesses with weaker credit profiles. We believe that the government support will allow Chartis and SFG to further recover from the 29 of 40 disruptions of 2008, as A1G continues to unwind and exit its noncore businesses. The ratings are positioned at levels expected to be appropriate for the group on a stand-alone basis when the restructuring is complete and the government concludes its ownership and support. The negative rating outlook reflects the headwinds of a weak economy and soft commercial P&C market as well as the execution risk in AIG's restructuring plan. Moody's maintains credit ratings on several A1G operating units, whose credit profiles are summarized below under the headings of Core Insurance Operations, Financial Services, Other Activities and Discontinued Operations. For more information on the rated businesses, please see the respective operating company credit opinions via our website at www.moodys.com/insurance. Credit Profile of Significant Subsidiaries CORE INSURANCE OPERATIONS [Pretax income (loss): $1.4 billion in 102010, ($1.9 billion) in 102009] CHARTIS: TheAa31FSRs (negative outlook) of eight U.S.-domiciled members of Chartis incorporate one notch of uplift versus the group's intrinsic credit profile, given the government support. Chartis's intrinsic credit strengths include its strong market position in commercial and specialty lines, its expertise in writing large and complex risks, and its broad business and geographic diversification. These strengths are offset by the group's diminished premiums and profits over the past two years, the potential for adverse loss development and the exposure to natural and man-made catastrophes. A majority of Chartis's business is in casualty lines, which heightens the risk and uncertainty surrounding the estimation of loss reserves. Moody's also maintains an IFSR of A1 (negative outlook) on Chartis Insurance UK Limited, one of the leading members of Chartis International. This rating reflects the company's strong market position in the UK, its healthy profitability on managed business, and its generally conservative investment strategy. Offsetting these strengths is the company's focus on commercial lines, which we view as inherently more volatile than personal lines. SFG: The A1 IFSRs (negative outlook) of 10 members of SFG are based on their strong (and sometimes leading) positions in a number of life insurance, individual annuity and retirement product markets, despite the business disruptions and asset losses related to AIG over the past two years. SFG remains the largest provider of 403(b) retirement plans sold to grade-school teachers, and it recently regained its ranking as the market leader in bank-distributed fixed annuities. The group is also an important provider of individual life insurance and variable annuities - the former, in particular, a business with solid earnings capacity. The SFG ratings incorporate one notch of uplift versus the group's intrinsic credit profile, given the government support. The negative outlook reflects the challenges of rebuilding lost market share and stabilizing net cash outflows. Moreover, the group is exposed to further losses on commercial mortgage loans and commercial mortgage-backed securities, albeit this exposure is mitigated by strong regulatory capital levels and the availability of parental support if needed. STAR & EDISON: A1G elected to retain Star and Edison in 402009 after a year-long attempt to sell them. The divestiture effort constrained product development and new business sales, but these activities have picked up since AIG decided to retain ownership. Edison's A1 IFSR (negative outlook) incorporates two notches of uplift versus its intrinsic credit profile, based on a general guarantee from American Home Assurance Company (AHAC), one of the leading members of Chartis U.S. AHAC carries an IFSR of Aa3, but we believe that the guarantee in favor of Edison ranks junior to AHAC's own policyholder obligations, resulting in the A1 IFSR at Edison. Edison's intrinsic strengths include its diversified product mix and relatively loyal sales force, offset by its limited market presence and its declining business in force over the past few quarters. FINANCIAL SERVICES [Pretax (loss): ($439 million) in 102010, ($1.1 billion) in 102009] ILFC: Moody's maintains a corporate family rating (CFR) of B1 (negative outlook) on International Lease Finance Corporation (ILFC), a major owner-lessor of commercial aircraft. The rating reflects ILFC's fundamental credit strengths, such as its strong presence in the aircraft leasing industry, modern aircraft fleet and history of solid earnings. The company's main credit challenge is its weak liquidity profile. ILFC has taken steps to improve this profile in recent months by issuing secured and unsecured debt, extending the maturity date on most of its revolving credit facility, and agreeing to sell a portfolio of aircraft. ILFC's CFR incorporates one notch of uplift based on parental support, although AIG has said that it does not think it will be necessary to extend its support beyond February 2011. We believe thatAIG will seek to divest ILFC, partly or fully, over the next few years, but that it will provide additional support, if needed, while it holds a controlling interest. AGFC: American General Finance Corporation (AGFC), AIG's U.S. consumer finance business, carries a CFR of B2 (negative outlook). AGFC's asset quality has deteriorated during the economic downturn but has compared favorably to that of other subprime mortgage lenders. AGFC's earnings will likely remain weak through the next several quarters, based on high unemployment and continuing pressure on home values. We expect thatAGFC will increasingly raise funds through asset sales, securitizations and secured borrowings to repay maturing debt. AGFC's CFR reflects one notch of uplift based on parental support. AIG has said that it does not think it will be necessary to extend its support beyond February 2011, and moreover, that it is exploring strategic alternatives for AGFC, including a potential sale of a majority interest. As with ILFC, we believe that A1G will remain supportive while it holds a controlling interest, but the disclosures suggest that a divestiture of AGFC is more likely in the near term. AIGFP: A1G Financial Products Corp. (AIGFP) and its major subsidiaries have general and deal-specific guarantees from A1G covering all of their borrowing and derivative activities, resulting in backed senior unsecured ratings of A3 (negative outlook). AIGFP has been unwinding its business since the A1G credit crisis of 2008. The notional amount of its derivative portfolio has been reduced from $1.6 trillion at YE 2008 to $755 billion at the end of 102010, while the number of outstanding trade positions has been reduced from about 35,000 to 14,300. AIGFP attempts to strike a balance between reducing its exposures rapidly and limiting the costs and cash outflows related to the unwinding. The company also prioritizes the unwinding of positions that are relatively volatile and/or difficult to hedge. The pace and costs of the unwinding depend on many factors, including general market conditions, the behavior of counterparties and AIGFP's access to liquidity. We expect that the AIGFP risks will be substantially reduced or eliminated over the next couple of years. OTHER ACTIVITIES [Pretax (loss): ($294 million) in 102010, ($3.4 billion) in 102009] AIG's other activities include Mortgage Guaranty, a Matched Investment Program, a subordinated interest in Maiden Lane III (an unaffiliated special purpose vehicle that has assumed credit default swap exposures from AIGFP) and other noncore holdings. We expect thatAIG will exit or unwind substantially all of these activities as part of its restructuring. UGRIC: Moody's maintains an A3 IFSR (negative outlook) on United Guaranty Residential Insurance Company (UGRIC), the lead member of AIG's Mortgage Guaranty unit. The same rating applies to a subsidiary of UGRIC that carries an UGRIC guaranty. The IFSR incorporates three 30 of 40 notches of uplift versus UGRIC's intrinsic credit profile, based on a net worth maintenance agreement from AlG. UGRIC's intrinsic credit profile reflects the heightened level of mortgage delinquencies and uncertainty surrounding the future structure of the mortgage market, including the future roles of Fannie Mae and Freddie Mac. These risks are tempered by a reinsurance agreement with an affiliate which stabilizes UGRIC's loss ratio on business written prior to 2009, and by favorable terms on the limited volume of new business available in the market. DISCONTINUED OPERATIONS [Pretax income: $1.0 billion in 102010, $149 million in 10 2009] Discontinued operations consist of three international life insurers: AlA Group Limited (AlA), a leading pan-Asian insurer; American Life Insurance Company (ALICO), a multi-national insurer with a significant presence in Japan; and Nan Shan Life Insurance Company, Ltd. (Nan Shan), which operates in Taiwan. These operations are subject to sale agreements totaling approximately $53 billion, with transactions expected to close by YE 2010. Collectively, the businesses are performing well and have good growth prospects. Still, these are large, cross-border divestitures involving significant execution risk. AlA: AlA is one of the largest life insurance groups in Asia with businesses spanning 15 markets. Moody's has assigned an IFSR of Aa3 (negative outlook) to American International Assurance Company (Bermuda) Limited (AlAB) , which represents about 40% of AlA's assets and which operates mostly in Hong Kong and Korea. AlAB's rating reflects its leading market positions in several countries, improved operating performance, sound balance sheet and efficient agency force. Offsetting these strengths is the competition for agents and customers, as well as the challenge of broadening distribution, particularly in bancassurance. In March 2010, AIG agreed to sell AlA to Prudential pic for approximately US$35.5 billion. The transaction is subject to approval by Prudential shareholders, regulatory approvals and customary closing conditions. We expect that the merger will ultimately provide AlA with a strong, complementary business platform, but the deal carries significant execution risk. ALICO: The A1 IFSR (stable outlook) of ALICO is based on the company's good position in the Japanese life insurance market as well as its important (and often leading) market positions in some 50 other markets around the globe. Captive distribution channels and consistent operating performance are also credit strengths. Sales have improved somewhat and surrender activity has stabilized in recent quarters, following disruptions related to theAIG credit crisis of 2008. In March 2010, AlG agreed to sell ALICO to MetLife, Inc. for approximately US$15.5 billion. The transaction is subject to certain U.S. and international regulatory approvals and customary closing conditions. The planned sale resolves the ownership question and enhances growth prospects for ALICO. Mitigating these strengths are the risks involved with separating ALICO from AlG and integrating its global operations into those of MetLife. ALICO is also exposed to additional impairments on various asset types, including commercial mortgage loans, commercial and residential mortgage-backed securities and sovereign securities. Credit Strengths Credit strengths/opportunities of the group include: - Leading market positions in various business lines and geographic areas - Historically strong earnings and cash flows of insurance operations - Expected government support throughout the restructuring Credit Challenges Credit challenges/risks include: - Weak global economy and soft commercial P&C market facing core insurance operations - Execution risk surrounding planned divestitures of AlA, ALICO and Nan Shan - Need to divest or unwind other noncore businesses that face adverse market conditions (particularly businesses tied to the housing market and/or heavily dependent on wholesale funding) - Uncertainty regarding timing and terms of government exit Rating Outlook The negative rating outlook reflects the headwinds of a weak economy and soft commercial P&C market as well as the execution risk in AIG's restructuring plan. What Could Change the Rating - Up Factors that could lead to a stable rating outlook include: - Improvement in the intrinsic credit profiles of Chartis and SFG - Disposition of noncore businesses - Transition toward a stand-alone capital structure that is consistent with current ratings (e.g., adjusted financial leverage in the range of 20%30% with pretax interest coverage in mid-to-high single digits) - Government support throughout the restructuring What Could Change the Rating - Down Factors that could lead to a downgrade include: - Another downturn in the market position or operating performance of Chartis or SFG - Material delays in divesting or unwinding noncore businesses 31 of 40 - Transition toward a stand-alone capital structure that is indicative of lower ratings (e.g., adjusted financial leverage exceeding 30% with pretax interest coverage in mid-single digits or lower) - A reduction or withdrawal of government support before the restructuring is complete Recent Results AIG continued to stabilize its core insurance operations during 102010, while taking further steps to divest or unwind its noncore businesses. Net income attributable toAIG improved to $1.5 billion in 102010 from a net loss of $4.4 billion in 102009, based on stronger operating results in overall core and noncore businesses as well as lower realized capital losses in 10 2010. Shareholders' equity attributable toAIG was $75.0 billion as of IV1arch 31,2010. Capital Structure and Liquidity AIG's main sources offinancial flexibility are the support arrangements provided by the Federal Reserve Bank of New York (FRBNY) and the U.S. Treasury. AIG increased its borrowing under the FRBNYs revolving credit facility (excluding accrued interest and fees) from $17.9 billion at YE 2009 to $21.6 billion at the end of 102010. Proceeds were used mainly to repay commercial paper borrowings under the FRBNYs Commercial Paper Funding Facility, which has been terminated. Drawdowns under the Treasury's Series F preferred stock commitment increased from $5.3 billion at YE 2009 to $7.5 billion at the end of 102010. Proceeds were used mainly to fund AIG's purchase of securities of certain non-P&C affiliates from Chartis. AIG's remaining availability under these facilities at the end of 10 2010 totaled $34.8 billion ($12.5 billion under the FRBNY revolver, which matures in September 2013, plus $22.3 billion under the Series F preferred stock commitment, which expires in April 2014). We believe that these facilities provide sufficient flexibility to cover any incremental costs of A1G's restructuring. 1Ii'o0dy's expects that the government ownership and support of AIG will remain in place until the group can improve the performance of core operations, substantially exit the noncore businesses, and achieve a stand-alone capital structure that is consistent with the current ratings. We believe that this approach would allow the Treasury to maximize its recoveries on the Series E and Series F preferred interests, most likely through a conversion to common stock to be sold through one or more public offerings. We therefore regard AIG's financial flexibility as consistent with a company rated in the Arange rather than the (unadjusted) Baa level indicated by the IFS rating scorecard. My shortfall in the government support relative to these expectations could lead to rating downgrades atAIG and its core operating units. SUBORDINATED DEBT 1Ii'o0dy's has assigned Ba2 ratings to the junior subordinated debentures of AIG and the trust preferred securities backed by junior subordinated debentures of AIG Life Holdings (US), Inc. (AIGLH). The trust preferred securities are guaranteed on a conditional basis by AIG. All of these instruments pay cumulative coupons that are subject to optional deferral. The Ba2 ratings, five notches below A1G's long-term issuer rating, are intended to signal the potential for a coupon deferral or discounted exchange in the event of another market downturn. In the current environment, we see little incentive for AIG to defer coupons given that (i) the firm has ample liquidity through the government funding facilities, and (ii) the coupons are cumulative. We believe that the trust preferred stock backed by AIGLH would have advantages over the junior subordinated debentures of A1G in a liquidation. First, A1GLH, as the direct or indirect parent of various SFG companies, is structurally senior to AIG; and second, the trust preferred securities carry the conditional guarantees from A1G. Nevertheless, we currently rate the trust preferred securities the same as A1G's junior subordinated debentures based mainly on the coupon deferral provisions. IviOODYS INVr$TO~£ SmVICE © Copyright 2010, 1Ii'o0dy's Investors Service, Inc. and/or its licensors including 1Ii'o0dy's Assurance Company, Inc. (together, "MOODYS"). All rights reserved. CREDIT RATINGS ARE MOODY'S INVESTORS SERVICE, INC.'S ("MIS") CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MIS DEFINES CREDIT RISK~ THE RISK THAT AlII ENTITY MAY NOT MEET ITS CONTRACTUAL, FINAillCIAL OBLIGATIONS ~ THEY COME DUE AIIID AIIIY ESTIMATED FINAillCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESSAillY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE INVESTMENT OR FINAillCIAL ADVICE, AIIID CREDIT RATINGS ARE NOT RECOMMENDATIONS TO PURCH~E, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENT ON THE SUITABILITY OF AlII INVESTMENT FORAillY PARTICULAR INVESTOR. MIS ISSUES ITS CREDIT RATINGS WITH THE EXPECTATION AIIID UNDERSTAillDING THAT EACH INVESTOR WILL MAKE ITS OWII STUDY AIIID EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCH~E, HOLDING, OR SALE. 32 of 40 Frequently Asked Questions on AIG ISSUER COMMENT FollOWIng IS a lIst ofquestIOns on AlG that we .frequently hear.from Investors, along wIth our responses. (Please see AppendIX I for a key to abbreVIatIOns used In thzs report.) TabLe of Contents: RATING RATIONALE AND DRIVERS 2 CORE AND NON-CORE BUSINESSES CURRENT AND EXPECTED CAPITAL STRUCTURE 3 CONTINUING GOVERNMENT SUPPORT 4 PRIORITY OF CLAIMS 5 APPENDIX I: KEY TO ABBREVIATIONS MOODY'S RELATED RESEARCH 7 QI: What is the rating rationale for AIG's core operations and parent company? 7 AnaLyst Contacts: NEWYORK 1.212.553.1653 Bruce BaLLentine 212 553 7212 Vice Presldent-SentorCredlt Officer Bruce Ballentme@moodys com Laura Bazer 212 553 7919 Vice Presldent-SentorCredlt Officer Laura Bazer@moodys com Robert Riegel Team Managmg Director Rating Rationale and Drivers 2125534663 AI: The current insurance financial strength ratings (IFSRs) of Chartis US (Aa3) and SunAmerica Financial Group, (SFG - AI) incorporate one notch of rating uplift versus their respective intrinsic credit profiles, based on the existing and authorized government support. The senior unsecured debt rating of American International Group, Inc. (AIG - A3) is notched downward from the IFSRs of its main operating units to reflect the parent's structural subordination. The parent rating also incorporates further government support, which offsets the downward rating pressure from various non-core businesses with weaker credit profiles. We believe that the government support will allow Chart is and SFG to more fully recover from the disruptions of 2008, as AIG continues to unwind and exit its non-core businesses. The ratings are positioned at levels expected to be appropriate for the group on a stand-alone basis when the restructuring is complete and the government concludes its ownership and support. The negative rating outlook reflects the headwinds of a weak economy and soft P&C market as well as the execution risk in AIG's restructuring plan. Robert Rlegel@moodys com Q2: What factors could lead to a change in AIG's rating or outlook? A2: Factors that could lead to a stable rating outlook for AIG include (i) improvement in the intrinsic credit profiles of Chartis and SFG, (ii) disposition of substantially all non-core businesses, and (iii) government ownership and support until these objectives are achieved. A shortfall on any of these items could lead to a downgrade of AIG's ratings. Q3: What would be the repercussions of an AIG rating downgrade? A3: The direct contractual impact of an AIG rating downgrade has declined significantly over the past year. For example, AIG estimates that as of February 17, 2010, one-notch downgrades of its senior unsecured debt rating to Baal by Moody's and BBB+ by Standard & Poor's could prompt an additional $1.8 billion of collateral postings and termination payments on AIC's outstanding derivative transactions (mainly at AIGFP). This compares to a prior-year estimate (as of February 18, 2009) of an additional $8 billion of collateral postings and termination payments in the event of similar one-notch downgrades. AIG cites other potential repercussions of rating downgrades, such as a diminished ability to sell certain insurance products if the IFSRs of its insurance subsidiaries were downgraded. Core and Non-core Businesses 2 MARCH 2010 Q4: Which businesses does AIG plan to keep and which ones does it plan to exit? A4: As we understand AIG's plans, the core businesses to be retained include global P&C insurance (Chartis), US life insurance and retirement services (SFG) and two Japanese life insurers (AIG Edison Life Insurance Company and AIG Star Life Insurance Co., Ltd.). AIG recently announced agreements to sell its major international life insurance businesses (AIA and ALICO). The company is steadily unwinding its capital markets unit (AIGFP), and it is pursuing a range of funding solutions for its aircraft leasing (ILFC) and consumer finance (AGFC) units. Over time, we expect AIG to unwind or divest substantially all of its non-core businesses. Q5: How are AIG's core businesses performing? A5: The core businesses have generally stabilized since AIG's credit crisis in 2008. At the time of the crisis, all of these businesses experienced higher client surrenders and non-renewals, lower new business volumes and an erosion of market share. Some business lines saw their premium volumes shrink by 20% or more versus pre-crisis levels. Gradually, the government intervention has given greater confidence to AIC's clients, distributors and employees, leading to more favorable client retentions and new business volumes in recent quarters. Q6: What are your views on profitability and reserve adequacy at Chartis? A6: Profitability at Chartis will likely remain below historic levels for the foreseeable future based on business attrition following the AIG credit crisis and the persistent soft market for commercial P&C insurance. Moreover, given its propensity to write large and complex risks, we believe that Chartis is more prone to adverse loss development than are similarly rated peers, as evidenced by the 4Q 2009 reserve charge. On the other hand, Chartis has extensive product offerings and a geographic scope that few competitors can match. We expect the company to maintain a strong market presence among large accounts in the US and abroad and to benefit from even a moderate economic recovery. 34 of 40 ISSUER COMMENT: FREQUENTLY ASKED QUESTIONS ON AIG Q7: What are your views on sales versus surrenders at SFG? A7: Net sales of retirement-type products are still somewhat of a challenge for SFG. While surrender levels have generally stabilized in the past two quarters, and sales have improved particularly of bank-sold fixed annuities - gross cash outflows are still outpacing gross inflows. The recent loss of some pension business at VALlC also contributed to this. We will monitor the group's ability to reverse this trend in the coming quarters. Q8: What are AIG's plans for non-core businesses and how do these businesses affect the overall credit profile? A8: Our understanding is that AIG is pursuing customized exit plans for each of its non-core businesses, such as the planned sales of AIA and ALlCO, the continued unwinding of AlGFP, new funding solutions for lLFC and AGFC, and the managed run-off of the MlP. Over time, we expect AlG to unwind or divest substantially all of its non-core businesses. To the extent that the company retains businesses with intrinsic credit profiles that are materially weaker than those of the core insurance operations, that could place downward pressure on the group's ratings. Current and Expected Capital Structure Q9: What are AIG's total debts and how will they be repaid? A9: AlC's total debt as ofYE 2009 amounted to $141.5 billion. The major components (and Moody's expectations for repayment) were: (i) $91.9 billion of operating debt (to be repaid largely or fully through proceeds from the related asset portfolios, mainly at AIGFP, lLFC, AGFC and the MlP, with any shortfalls to be funded by the parent); (ii) $23.4 billion due to the FRBNY under its senior secured revolving credit facility (to be repaid largely or fully through proceeds from divestitures, most importantly the sales of AIA and ALlCO); (iii) $8.3 billion of senior unsecured financial debt, including liabilities connected to trust preferred stock (most or all likely to remain outstanding beyond the restructuring); (iv) $12.0 billion of junior subordinated debt (most or all likely to remain outstanding beyond the restructuring); and (v) $5.9 billion of mandatorily convertible units (likely to be converted to common equity in 2011). Q10 What will AIG's capital structure look like at the end of the restructuring? AIO: We expect that the restructuring efforts will continue until AlG can achieve a stand-alone capital structure that is consistent with current ratings on the core operations and the parent company (e.g., a debt-to-capital ratio in the range of20%-30% and pretax interest coverage at mid-to-high single digits). We believe that this approach would generate the greatest value for the enterprise and, therefore, the greatest recovery for the Treasury on its Series E and Series F preferred interests. Q11: When will AIG tap the capital markets? All: AlG continuously tests the market appetite for various types offunding, which has led to a series of securitizations for AGFC and recent secured term loans and senior unsecured notes issued by lLFC. As the restructuring continues, we expect that AlG will look for other opportunities to raise funds in the capital markets as an alternative to the funding available under the FRBNY's senior secured credit facility and the Treasury's Series F preferred commitment. 3 MARCH 2010 35 of 40 ISSUER COMMENT: FREQUENTLY ASKED QUESTIONS ON AIG Continuing Government Support Q12: The government rescued AIG in September 2008 to avoid systemic risk. Such risk has been sharply reduced or eliminated. Why does Moody's expect the government to continue supporting AIG? A12: To the extent that systemic risk has been reduced, we believe that the government's most compelling motivation for continued support is to protect/enhance the values of its debt and equity interests in AlG and affiliates. We expect that the sales of AlA and ALICO will generate sufficient proceeds to repay the FRBNY's preferred interests in AlA and ALICO as well as most or all of AlG's borrowings under the FRBNY's senior secured credit facility. Once the FRBNY is fully repaid, the most likely repayment mechanism for the Treasury, in our view, would be to convert its Series E and Series F preferred interests to common stock to be sold through one or more public offerings. We believe that such sales would generate the greatest value for the Treasury if AlG's core insurance operations were performing well and the non-core businesses were either divested or no longer material to AlG's risk profile. Q13: Will AIG require additional support from the government to complete its restructuring? A13: From a credit perspective, we do not expect the company to need additional support beyond the amounts already committed. We believe that any incremental costs of the restructuring can be funded through the remaining availability under the FRBNY's revolving credit facility and the Treasury's Series F preferred commitment. These are five-year commitments maturing in September 2013 and April 2014, respectively, with unused availability totaling $41.6 billion as ofYE 2009. Q14: How long will the restructuring take? A14: The timing is difficult to predict but it could take another 12-36 months to enhance the performance of AlG's core businesses and exit the non-core businesses. To the extent that the Treasury attempts to sell its Series E and Series F preferred interests before the restructuring is substantially completed, we believe that the value of its stake would be diminished. Q15: How much assistance has the US government provided to AIG and how will it be repaid? A15: The government's total authorized assistance to AlG as ofYE 2009 amounts to $182.3 billion (excluding accrued interest and fees and borrowings under the Fed's CPFF). This total includes amounts funded or available to AlG, to subsidiaries of AlG or to unaffiliated SPVs that have assumed certain exposures from AlG. The major components (and Moody's expectations for repayment) are: (i) $25.0 billion of preferred interests held by the FRBNY in AlA and ALICO (first in line to be repaid through proceeds from the AlA and ALICO sales); (ii) a $35.0 billion senior secured revolving credit facility provided by the FRBNY to AlG (outstanding balance of $23.4 billion, to be repaid largely or fully through proceeds from divestitures, most importantly the sales of AlA and ALICO); (iii) a $40.0 billion investment by the Treasury in AlG Series E preferred stock (likely to be converted to common equity and sold through public offerings); (iv) a commitment by the Treasury to fund up to $29.8 billion of AlG Series F preferred stock (outstanding balance of $5.2 billion, likely to be converted to common equity and sold through public offerings); and (v) $52.5 billion ofloan authorization from the FRBNY for Maiden Lane II and Maiden Lane III, two unaffiliated SPVs (outstanding balance of $34.5 billion, to be repaid to the extent of proceeds from the related asset portfolios). 4 MARCH 2010 36 of 40 ISSUER COMMENT: FREQUENTLY ASKED QUESTIONS ON AIG Q16: How do you view the potential gains to the FRBNY and AIG from Maiden Lane II and III? A16: Maiden Lane II and III were funded mainly by senior loans from the FRBNY and to a lesser extent by subordinated funding from AIG. The two SPVs paid approximately half of par value to acquire their respective asset portfolios. To the extent that the ultimate proceeds from these assets exceed the funding provided by the FRBNY and AIG, such excess proceeds would be shared by the FRBNY and AIG (five-sixths to the FRBNY and one-sixth to AIG for Maiden Lane II; two-thirds to the FRBNY and one-third to AIG for Maiden Lane III). We believe that any potential gains to the FRBNY could offset a like amount of potential losses to the US Treasury on its Series E and Series F preferred interests in AIG. Any potential gains to AIG from Maiden Lane II and III would boost the company's equity base. Priority of CLaims Q17: Does Moody's expect AIG and the government to try to impose losses on AIG's subordinated debt holders, perhaps through the deferral of coupons and! or through a discounted exchange? A17: We see little incentive for AIG to defer coupons given that (i) the firm has significant liquidity through the government funding facilities, and (ii) all of its subordinated debts have cumulative interest obligations. Moreover, a discounted exchange or repurchase, even if voluntary for investors, could be interpreted by some market participants as a sign of distress. This would be contrary to the theme of stability conveyed by the government support to date. Nevertheless, we have assigned a rating ofBa2 to the subordinated debt (five notches below the senior unsecured debt) to signal the potential for a coupon deferral or discounted exchange in the event of another market downturn. Q18: What protection do creditors derive from the 30% ownership provision in AIG's Series E and Series F preferred agreements? A18: The Series E and Series F preferred interests are non-cumulative perpetual securities on which no dividends have been paid. Agreements for both instruments include a provision saying, in effect, that the securities may not be redeemed if the Treasury (or any successor entity) owns more than a 30% voting interest in AIG or if any holder of the securities has a controlling interest in AIG. Given that the Treasury beneficially owns nearly 80% of the voting interest in AIG, this provision suggests that AIG would need to attract much broader ownership (e.g., by issuing common equity) before redeeming the preferred interests. However, we regard this protection as limited by the lack of enforcement rights on the part of creditors, and by the possibility that AIG and the Treasury could waive or amend the provision. Nevertheless, we expect that the Treasury will seek to maximize its recovery on the preferred interests by helping AIG to complete its restructuring, followed by a recapitalization of the remaining core businesses (most likely through conversion of the preferred interests to common stock to be sold through one or more public offerings). MARCH 2010 37 of 40 ISSUER COMMENT: FREQUENTLY ASKED QUESTIONS ON AIG Q19: What protection do creditors derive from the replacement capital covenant (RCC) in the Series E preferred agreement? A19: The Series E (but not the Series F) preferred agreement includes an RCC that limits AIG's ability to redeem the securities prior to April I?, 2012. In effect, the RCC says that that any such redemption would need to be funded through the issuance of similarly junior securities (or predominantly through the issuance of common stock). The RCC grants enforcement rights to a representative group of senior unsecured bondholders (holders of AIG's 6.25% notes due 2036). This creditor protection is limited, however, by the scheduled expiration of the RCC in April 2012. Q20: Does Moody's expect that US financial reforms, if enacted, would lead to a re-ranking of AIG's capital structure, with the Treasury's preferred equity interests gaining priority over creditors? A20: The financial reform bill being considered by the US Senate and the reform bill already passed by the US House of Representatives include resolution provisions for failing systemically significant financial institutions that seek to impose losses on shareholders and unsecured creditors, rather than taxpayers. It remains uncertain which of these provisions, if any, will become law, or whether such provisions would be applied to AIG. Each bill seems to recognize the ordinary priority of claims (e.g., with losses borne first by equity holders, then subordinated creditors, then senior unsecured creditors). At the same time, each bill would rank any amounts owed to the US government among the highest-priority claims. It is unclear at this point whether or not the favored ranking of amounts owed to the government would apply to preferred equity interests held by the Treasury. To the extent that the pending reforms become law, with provisions that could lift the Treasury's preferred interests ahead of AIG's creditors, there could be significant downward pressure on AIG's ratings. A more likely scenario, in our view, would be for the Treasury to promote stability in AIG's capital structure and further recovery of the core insurance operations, thereby enhancing the value of the firm and of the Treasury's preferred stake. Any further disruption to AIG's ownership structure or strategic direction could erode its overall value, negating some of the Treasury's potential benefit from stepping ahead of creditors. 6 MARCH 2010 38 of 40 ISSUER COMMENT: FREQUENTLY ASKED QUESTIONS ON AIG Appendix I: Key to Abbreviations AGFC American General Finance Corporation AlA AlA Group Limited AIG American Intemational Group, Inc. AIGFP AIG Financial Products Corp. ALiCO American Life Insurance Company CPFF Commercial Paper Funding Facility IFSR Insurance Financial Strength Rating ILFC International Lease Finance Corporation FRBNY Federal Reserve Bank of New York MIP Matched Investment Program P&C Property & Casualty RCC Replacement Capital Covenant SFG SunAmerica Financial Group SPV Special Purpose Vehicle VALIC The Variable Annuity Life Insurance Company Moody's Related Research Company Research » AIG Edison Life Insurance Company » AIG Funding, Inc. » American General Finance Corporation » Chartis Insurance UK Limited » International Lease Finance Corporation » SunAmerica Financial Group Rating Methodologies: » MQ.Q.dx:.~..G.1.Qb.<1LRil.tiQg.M~.tb.Q.dQ1Qgy..fQX..Lj£t:.J!l~.lJX~X!!, ..S.~P..tI:m.b~L2Q.Q.G.J2.8.2.QZ1 » M.QQ.d.y-:!!..G1Q.bil.tR<1r.i!lg..M.t:.d1QdQ1Qgy.fQr..r[QP.~x.ty..<1!ld..C~.1J.<1lJy-JmlH.t:.r.~.l.Jl!b!..2.Q.Q13...o.Q.8.13.135.1 To access any of these reports, click on the entry above. Note that these references are current as of the date of publication of this report and that more recent reports may be available. All research may not be available to all clients. 7 MARCH 2010 39 of 40 ISSUER COMMENT: FREQUENTLY ASKED QUESTIONS ON AIG Report Number: 123923 Author Bruce Ballentine Senior Production Associates Cassina Brooks Shubhra Bhatnagar © 2010 Moody's Investors Service, Inc. andlor its licensors and affiliates (collectively, "MOODY'S"). All rights reserved. CREDIT RATINGS ARE MOODY'S INVESTORS SERVICE, INC'S ("MIS") CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENlillES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MIS DEFINES CREDIT RISK AS THE RISK THAT AN ENTllY MAY NOT MEET ITS CONTRAClUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: lIQUIDllY RISK, MARKET VALUE RISK, OR PRICE VOlATILIlY. 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Any publication into Australia of this Document is by Moody's affiliate Moody's Investors Service Pty Limited ABN 61 003399657, which holds Australian Financial Services License no. 336969. This document is intended to be provided only to wholesale clients (within the meaning of section 761G of the Corporations Act 2001). By continuing to access this Document from within Australia, you represent to Moody's and its affiliates that you are, or are accessing the Document as a representative of, a wholesale client and that neither you nor the entity you represent will directly or indirectly disseminate this Document or its contents to retail clients (within the meaning of section 761G of the Corporations Act 2001). 8 MARCH 2010 40 of 40 ISSUER COMMENT: FREQUENTLY ASKED QUESTIONS ON AIG FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Rationale for parent recommendation • AIG has reported approximately $38 bin of after-tax realized and unrealized losses and unrealized investment depreciation, mainly related to the US residential mortgage market, over the past nine months (pg 2). • AIGFP's collateral requirements, mainly on super-senior COS, have grown from $9.7 bin on April 30 to about $16 bin on July 31, 2008. The requirements could grow significantly in the event of further market value declines and/or rating agency downgrades. • The RMBS portfolio is held mainly by the OLiRS companies. Realized capital losses (OTTI) on this portfolio have caused the combined RBC of OLiRS to fall from 292% on March 31 to around 240% on June 30, 2008. As of June 30, it would take a capital infusion of about $6.5 billion to restore a combined RBC of 350%, which AIG has committed to do by YE 2008. Further aging of RMBS in the AOCI account at today's market prices would raise this funding requirement to about $9 bin by YE 2008. economic losses on CDS and RMBS remain conside smaller than the MTM amounts. • E • • • • Based on severe stress-case scenarios, AIG estimates that economic losses could be about $4 bin on the CDS portfolio and in the range of $3-8 bin on the RMBS portfolio. Moody's modelling efforts indicate smaller levels of expected and stress-case losses - near zero on the CDS and perhaps up to $4 bin on the RMBS. (pg 26). AIG raised approximately $20 bin of capital (common equity and Basket D hybrids) during May 2008 (pg 2), almost half of which has been allocated to AIGFP. To enhance its overall liquidity, AIG has increased its consolidated cash and ST investments from $29 bin at YE 2006 to $82 bin as of June 30, 2008. The company generated yearly cash from operations averaging $22 bin over the past three years. AIG remains one of the world's largest and most diversified financial services firms, with leading market positions in many business lines and geographic regions (pgs 5-7). AIG's management team has expressed a willingness to take any steps necessary - including raising additional capital and cutting the dividend - to meet our capital expectations for DLiRS and the group. AIG CDS & Investment Related Losses/Writedowns After-tax amounts ($ bins) AIGFP super-senior CDS Unrealized market valuation losses AIG investments Realized capital losses Unrealized depreciation during quarter Total investment losses/writedowns Total CDS & investment losses/writedowns Net loss AIG Consolidated Equity ($ bins) Shareholders' equity Change in equity vs 9/30/2007 ($) Change in equity vs 9/30/2007 (%) AIG Capital Raised in May 2008 ($ bins) Common equity Mandatory convertibles (Basket 0) Junior subord debs (Basket 0) Junior subord debs (Basket 0) - EUR 750 min Junior subord debs (Basket 0) - GBP 900 min Total 402007 102008 202008 Totals -7.2 -5.9 -3.6 -16.8 -1.7 -2.5 -4.3 -3.4 -6.9 -10.3 -4.0 -2.6 -6.6 -9.1 -12.1 -21.2 -11.5 -16.2 -10.2 -37.9 -5.3 -7.8 -5.4 -18.5 9/30/2007 104.1 12/31/2007 95.8 313112008 79.7 6/30/2008 78.1 -26.0 -25.0% Net Proceeds 7.475 5.880 4.000 1.160 1.750 20.265 Orders 10 20 2 of 50 Current & Recommended Ratings on AIG Subsidiaries Rating Type Explicitly supported ratings AIG Capital Trusts I & II Bkd Tr Prfrd Shelf AIG Financial Products Corp. & subsidiaries Bkd LT Issuer AIG Life Holdings (US), Inc. Bkd Sr Debt AIG Program Funding, Inc. Bkd Sr Debt AIG Retirement Services, Inc. Bkd Sr Debt American General capital securities Bkd Tr Prfrd Stock Additional recommendations AIG Capital Corporation LT Issuer AIG Domestic Life Insurance & Retirement Services (10) IFS AIG Edison Life Insurance Company IFS AIG General Insurance (Taiwan) Co., Ltd. IFS Sr Unsec Debt American General Finance Corporation American Life Insurance Company IFS International Lease Finance Corporation Sr Unsec Debt Transatlantic Holdings, Inc. Sr Unsec Debt United Guaranty subsidiaries UGRIC of NC & UGCIC IFS Affirm AIG Commercial Insurance Group (8) IFS AIG UK Limited IFS American International Assurance Company (Bermuda) Limited IFS Transatlantic Reinsurance Company IFS United Guaranty subsidiaries UGRIC & UGMIC IFS AIG, AIGFP, AIG Funding, AIG Liquidity, AIGMFC, SunAmerica (3) (Bkd) ST Support AIG AIG AIG AIG AIG AIG SA Public Current Rec Rec Rating Rating Outlook Rating Outlook G'tee G'tee G'tee G'tee G'tee G'tee AIG Agmt AIG Agmt AIG Agmt AIG Agmt (P)A1 Aa3 Aa3 (P)Aa3 Aa3 A1 Aa2 Aa3 A3 A2 Aa2 A3 A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Negative (P)A1 Negative Aa3 Negative Aa3 Negative (P)Aa3 Negative Aa3 Negative A1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn A2 Aa2 Aa2 A1 A1 Aa2 A1 A2 Aa3 Negative Stable Stable Negative Negative Stable Negative Stable Negative A2 Aa2 Aa2 A1 A1 Aa2 R-Dn R-Dn Negative R-Dn R-Dn Negative A2 A1 R-Dn R-Dn Aa3 Aa3 Aa3 Aa3 Aa3 P-1 Stable Stable Stable Stable Negative Stable Aa3 Aa3 Aa3 Aa3 Aa3 P-1 Stable Stable Stable Stable Negative Stable Rationale for subsidiary recommendations • Explicitly supported ratings should move with parent. • AIG Capital is notched off of AGF and ILFC, both of which receive rating uplift from AIG. • AIG DLiRS holds the bulk of the RMBS portfolio and needs a significant capital boost by YE 2008 to meet our RBC expectations. • ALiCO may be called upon to pay extraordinary dividends to the parent if market conditions deteriorate further. • AIG Edison depends on ALiCO for rating uplift. • AIGGI Taiwan depends on AIG for rating uplift. • TRH depends on AIG for rating uplift. • United Guaranty subsidiaries UGRIC of NC and UGCIC depend on AIG for rating uplift. 3 of 50 Contents AIG Business Mix 5 AIG Financial Highlights 6 AIG Segment Detail 7 AIG Composite Scorecard 8 Peer Comparisons 9-12 Press Release of May 22,2008 13-16 Credit Opinion (published June 14, 2008) 17-22 Q-tools 23 Stock Chart 24 Rating History 24 Organizational Structure with Rated Entities 25 Summary of Modeled Losses 26 AIG Financial Leverage and Fixed-Charge Coverage 27-28 AIG Domestic Life & Retirement Services Scorecard 29 AIG Financial Statements 30-41 AIG Financial Update 42-45 AIG Liquidity Review 46-50 4 of 50 American International Group, Inc. Revenues and Income Graphs Twelve Months Ended December 31,2007 Revenues Asset Management 5.8% Foreign Life Insurance & Retirement Services 33.8% Domestic General Insurance 33.5% Financial Services revenues were (0.6%) Domestic Life Insurance & Retirement Services 15.4% Foreign General Insurance 12.1% Income Before Income Taxes and Minority Interest Foreign Life Insurance & Retirement Services 44.3% Asset Management 15.0% Domestic General Insurance 51.9% Domestic Life Insurance & Retirement Services 29.2% Foreign General Insurance 21.9% Financial Services operating loss was (62.3)% Note: The effects of net realized capital gains (losses) and Capital Markets other-than-temporary impairments, F AS 133, other and consolidation and elimination adjustments are excluded. 5 of 50 4 AIG Financial Highlights (from Company Profile) ($ Mil.) General Insurance Gross Premiums Written Net Premiums Written Net Investment Income Pretax Operating Income Loss Ratio (%) Expense Ratio (%) Combined Ratio (%) Life Insurance & Retirement Services GAAP Premiums Net Investment Income Pretax Operating Income Financial Services Revenues Pretax Operating Income Asset Management Revenues Pretax Operating Income AIG Consolidated Total Revenues Pretax Operating Income Net Income Total Assets Total Debt Shareholders' Equity 2007 2006 2005 2004 2003 2002 58,798 47,067 6,132 10,526 65.6% 24.7% 89.7% 56,280 44,866 5,696 10,412 64.6% 24.5% 89.1% 52,725 41,872 4,031 2,315 81.1% 23.6% 104.7% 52,046 40,623 3,196 3,177 78.8% 21.5% 100.3% 46,938 35,031 2,566 4,502 73.1% 19.6% 92.7% 36,678 26,718 2,350 923 83.1% 21.8% 104.9% 30,627 22,341 8,186 30,766 20,024 10,121 29,400 18,134 8,965 28,088 15,269 7,968 23,496 12,942 6,970 20,694 11,243 5,258 -1,309 -9,515 7,777 383 10,525 4,424 7,495 2,131 6,242 1,302 6,822 2,125 5,625 1,164 4,543 1,538 5,325 1,963 4,714 1,947 3,651 521 3,467 1,125 110,064 8,943 6,200 1,060,505 176,049 95,801 113,194 21,687 14,048 979,414 148,679 101,677 108,905 15,213 10,477 853,051 109,849 86,317 97,666 14,845 9,839 801,007 96,899 79,673 79,421 11,907 8,108 675,602 80,349 69,230 66,171 7,808 5,729 561,131 71,010 58,303 6 of 50 AIG Segment Detail (from Company Profile) 2007 2006 2005 2004 51,708 53,570 -1,309 5,625 470 110,064 49,206 50,878 7,777 4,543 983 113,387 45,174 48,020 10,677 4,582 328 108,781 41,961 43,402 7,495 4,714 94 97,666 7,305 661 67 -637 7,396 3,137 -7 10,526 5,845 589 432 328 7,194 3,228 -10 10,412 -820 -39 195 363 -301 2,601 15 2,315 777 282 357 399 1,815 1,344 18 3,177 642 1,347 1,989 3,044 3,153 6,197 8,186 917 2,323 3,240 3,821 3,060 6,881 10,121 1,495 2,164 3,659 3,020 2,286 5,306 8,965 1,023 2,054 3,077 2,393 2,455 4,848 7,925 Total Financial Services -9,515 578 -873 668 10 383 769 2,661 922 Other 873 -10,557 171 -2 4,424 642 662 786 90 2,180 784 469 1,164 732 438 368 1,538 1,194 387 382 1,963 1,328 515 282 2,125 Other IEliminations -1,418 -767 -2,454 -562 Consolidated Pretax Operating Income 8,943 21,687 15,213 14,845 ($Mil.) Revenues General Insurance Life Insurance & Retirement Services Financial Services Asset Management Other IEliminations Consolidated Revenues Pretax Operabng Income General Insurance Domestic Brokerage Group Transatlantic Holdings, Inc. Personal Lines Mortgage Guaranty Total Domestic Total Foreign Other IEliminations Total General Insurance Life Insurance & Retirement Services Domestic Life Insurance Domestic Retirement Services Total Domestic Japan and Other Asia Total Foreign Total Life Insurance & Retirement Services Financial Services Aircraft Leasing Capital Markets Consumer Finance 72 Asset Management -89 Spread-based Investment Business Institutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management 7 of 50 Instructions: 1) Modify adjusted scorecard ratings in column H (white cells) for each factor as needed. 2) Add notches for Other Considerations and Support if applicable. Please enter whole numbers only. Positive numbers result in a worse rating and negitive numbers result in a better rating. Rating Factors American International Group, Inc. x x x X X X X X 40.8% 24.1% 9.8% 9.0% A2 12.7% 24.5% 95.4% 5.5% 19.4% Other Considerations (if applicable, insert notches to be added to the adjusted total scorecard rating above): Management, Governance, and Risk Management: Accounting Policy & Disclosure: 8 of 50 A2 COMPANY NAME Analyst Domicile AccountinQ Convention Allianz SE Boudkeev Germany IFRS EURO YE2006 Assicurazioni Generali S.p.A Morago Italy IFRS EURO YE2006 Aa3 STA Aa3 Aa3 NEG A1 A2 A2 AA AA· AA AA A+ A+ 21,668 63,547 44,511 27,242 58,538 24,570 65,288 21,614 43,674 60,620 44,069 42,613 25,667 72,099 2,802 16,551 25,130 7,021 1,053,226 50,481 2,405 3,543 5,085 377,641 18,733 434,100 20,857 727,555 A1G Inc. Ballentine USA GAAP USD YE2007 AEGON Morago NL IFRS EURO YE2006 RATING & RCM INFO IFSR Outlook Senior Debt Sub Debt Aa2 NEG Aa2 Aa3 STA A2 A3 COMPETITOR RATINGS S&P (IFSR) Fitch (IFSR) AM Best (IFSR) AA AA· A++ MARKET DATA Market Capitalisation (AIG as of May 20, 2008) 96,100 Aviva pic Morago UK IFRS EURO YE2006 AXA Boudkeev France IFRS EURO YE2006 STA A1 A3 Aa3 STA A2 A3 AA AA FUNDAMENTALS (MM) Gross Premiums Written - Total Gross Premiums Written - Life Gross Premiums Written - Non-life Net Income Total Assets Shareholders' Equity 1,010,505 95,801 2,789 314,813 23,185 QUANTITATIVE MEASURES Scorecard Completed (Life/Non-Life/Composite) Composite Composite Composite Composite Composite Composite 3.3612.88 Aa21Aa2 4.7214.44 A11Aa3 4.3913.24 Aa31Aa3 4.57 I 4.19 A1 I Aa3 3.8413.87 Aa31Aa3 4.18 I 3.58 Aa3 I Aa3 Public Global High Public Global Medium Public Worldwide High Public International High Public Global Medium to High Public International Medium Aa11Aaa Aa21Aa1 Aa21Aa2 Aa21Aa3 A11A1 A11A1 Aa11Aaa Aa11Aa1 Aa2/Aa2 Aaa I Aa2 Aa3 I Aa3 Aa2 I Aa3 Aa21Aa2 Aa21Aa2 Aa21Aa2 Aa2 I Aa1 A1 I Aa3 Aa2 I Aa2 A11A1 Aa21Aa2 A2IA2 Aaa/Aaa Baa21A1 Aa11Aa1 AaalAa3 A21Aa3 Baa21A2 AaalAa3 Aa21Aa2 A11Aa3 Aa31Aa3 Baa21Aa3 Baa21A2 Aaa/Aaa AaalAa2 A11A1 Aa2 I Aa3 Baa2 I Aa3 Baa1 I A1 Aaa I Aa3 Aa2 I Aa2 A21 A2 Aa31A1 Aa21Aa3 Baa11A2 AaalAa2 AaalAaa A11A1 A11A1 A21 Aa2 A11A1 Aaa / Aaa Aaa I Aaa A21 A2 10.0% 5.0% 10% 14.0% 3.5 x na 1.6 x na 4.8 x na 4.1 x na 8.0% 2.0 x na Aa Aa na Aa Aa A Aa Aaa Aa A Aaa Aa Aa Aa A A Aa Aaa Aaa Aa A A A Aa Aa Aaa Aa Aa A Aaa Aa Aa Aa Aaa A A Aa Aaa Aa 40.8% 7.1% 17.1% 1.0% 25.4% 31.7% 21.1% 27.0% 27.3% 52.2% 11.9% 20.7% 20.0% 24.0% 32.0% 7.4% na 5.4% na 4.5% na 8.0% 24.5% 8.8% Negative 8.5% n.a 10.1% 0.0% Negative 9.7% 88.1% 95.4% 105.0% 91.3% 83.3% 96.3% 101.2% Raw Factor vs. Adjusted Factor Score Raw vs. Adjusted Scorecard Rating Adjustments (Acc Policy, Implicit I Explicit Support, etc) DESCRIPTIVE STATISTICS Ownership - Public, Private, Subsidiary Geographic Spread Business Diversification (Banking, Asset Mgmt, Insurance) RAW FACTOR RATING I ADJUSTED FACTOR RATING Business Profile Market Position and Brand Distribution Product Focus and Diversification Financial Profile Asset Quality Capital Adequacy Profitability Liquidity and Asset/Liability Management Reserve Adequacy Financial Flexibility SCORECARD METRICS Business Profile Market Position and Brand Market Share Ratio Relative Market Share Ratio Expense Ratio % NPW Distribution Distribution Control Diversity of Distribution Product Focus and Diversification Product Risk - P&C Product Risk - Life Product Diversification Geographic Diversification Financial Profile Asset Quality High Risk Assets % Invested Assets Reinsurance Recoverables % Equity Goodwill % Equity Capital Adequacy Capital % Total Assets Gross Underwriting Leverage Profitability Return on Average Equity (5 yr. avg.) Sharpe Ratio of Growth in Net Income (5 yr.) Liquidity and Assel/Liability Management Liquid Assets % Policyholder Reserves Reserve Adequacy Adv. I (Fav.) Loss Reserve Dev. % Beg. Reserves (5yr.) Financial Flexibility Financial Leverage Earninas Coveraae (5 vr. avo.) 93,383 34,585 58,798 6,200 24.1% 9.8% 9.0% na 12.70% 21,768 22.4% na 12.0% 48,644 23,455 50,168 6.9% na 5.5% 1.0% -3.4% 1.8% -1.3% -5.4% 19.4% 9.4 x 27.3% 4.8 x 28.2% 4.9 x 35.6% 7.4 x 29.4% 4.6 x 30.6% 9 of 50 5.5 x (USD Bins) Secured Rating (IFSR) HoldCo Senior Rating Outlook Accounting Basis Market Capitalization Market Cap I Equity Total Assets Total Equity Equity % Assets Debt % Capital Revenues Net Income Return on Average Assets (%) Cash Flow from Operations Cash Flow % Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised AIG, Inc. UBS B of A Aa2/Aa3 Aa3 Negative USGAAP Aa1 Aa2 Stable IFRS 2008 1008 NA NA 108 57 2008 1008 2007 NA NA 1.4x 1.5x 3.5x 2.8x 2008 1008 NA NA 1,051 2,231 NA NA 80 16 35 2008 1008 2007 96 Credit Suisse JPMorgan Aa2 Aa2 Negative US GAAP 106 169 Aa1 Aa2 Stable USGAAP 48 51 Aaa Aa2 Stable USGAAP 118 146 Aa2 91 106 Aa3 75 A1/A2 27 35 0.7x 1.1x 1.2x 1.3x 1.4x 1.6x 0.9x 1.2x 1.2x 0.9x 1.8x 1.7x 1.2x 1.5x 1.8x 1.0x 1.2x 1.4x 1,717 1,737 1,230 1,208 1,776 1,643 1,574 1,705 1,407 1,169 447 554 163 156 147 37 38 43 133 126 123 111 84 72 87 59 59 32 33 32 9.5% 9.0% 8.6% 3.0% 3.1% 3.2% 7.5% 7.6% 7.9% 6.7% 5.1% 5.3% 4.7% 5.2% 5.4% 7.8% 7.2% 7.3% 92.4% 92.0% 92.2% 80.9% 79.6% 78.3% 84.2% 83.8% 86.9% 89.2% 78.8% 78.2% 47.4% 52.9% 53.3% 40 71 52 67 28 2 2 o -2 -2 8 2 15 -3 8 o 6 10 10 -1 6 8 3 0.1% -0.2% 0.6% 0.5% 0.1% 0.1% 1.1% 1.0% 0.1% -0.1% 0.6% 0.9% 0.1% -0.1% 0.7% 1.1% -0.1% 0.1% 0.9% 1.2% (2) -111 -50 -38 6 -52 (4) o -58 -49 -39 -18 -15 -22 -14 -5 -25 -4 -4 23 -578% -746% -1037% -102% -720% -309% -290% -100% -312% -384% -391% -92% -73% 41% -115% 2008 1008 2007 NA NA 7.6% 9.0% 0.7% 1.5% 2008 1008 2007 NA 69.5% 65.8% NA NA 96.6% 79.3% 79.7% 80.6% 2007 110 32 67 2008 1008 2007 5 yr avg. NA NA 3 -8 -12 6 -5 10 7 15 15 2008 1008 2007 5 yr avg. NA NA -0.7% 0.6% 1.4% -0.5% -0.2% 0.5% 0.2% 0.1% 0.9% 1.7% 2008 1008 2007 5 yr avg. 35 6 26 19 -52 (4) 11 -5 15 -28 7 2008 1008 2007 5 yr avg. -106% 567% 309% -164% 993% 46% -317% 74% 51% 44 37 106.2% 12.2% 11 25.9% 6.1% 1.0 of 50 19 o 8 8 NA 45.9% 20 NA NA 18 12 70 2 NA 8 (USD Bins) Secured Rating (IFSR) HoldCo Senior Rating Outlook Accounting Basis Market Capitalization Market Cap I Equity Total Assets Total Equity Equity % Assets Debt % Capital Revenues Net Income Return on Average Assets (%) Cash Flow from Operations Cash Flow % Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised AIG, Inc. Aa2/Aa3 Aa3 Citigroup Aa3 Aa3 Morgan Stanley Aa1 Aa3 Aa3 Aa3 Allianz ManuLife Aa3 Aa3 Aa1 Aa3 Stable Stable Negative Stable Negative RUR t USGAAP USGAAP 70 67 USGAAP 91 112 US GAAP 49 47 1.6x 1.6x 2.1x 0.7x 0.9x 1.3x 1.4x 1.4x 1.8x NA NA 1.3x 1.4x 2.3x 2.5x 1,088 1,189 2,100 2,200 1,031 1,091 NA NA 1,127 357 45 43 43 136 128 113 34 33 31 NA NA 45 48 25 24 4.1% 3.6% 3.8% 6.5% 5.8% 5.2% 3.3% 3.1% 3.0% NA NA 4.0% 4.5% 7.0% 6.9% NA 2008 1008 108 2008 1008 2007 1.4x 1.5x 2008 1008 1,051 2008 1008 2007 Goldman NA NA NA 80 96 NA US GAAP CDN GAAP NA NA 57 59 Aa2 Aa3 A1IA2 91 106 70 75 27 35 0.9x 1.8x 1.7x 1.2x 1.5x 1.8x 1.0x 1.2x 1.4x 1,574 1,705 1,407 1,169 447 554 111 84 87 72 59 59 32 33 32 6.7% 5.1% 5.3% 4.7% 5.2% 5.4% 7.8% 7.2% 7.3% 2008 1008 2007 7.6% 9.0% 2008 1008 2007 90.4% 91.9% 91.5% 85.1% 86.8% 88.6% 92.1% 92.8% 93.0% NA NA 69.5% 65.8% 90.7% 89.2% 41.0% 41.0% 84.2% 83.8% 86.9% 89.2% 78.8% 78.2% 47.4% 52.9% 53.3% 2007 110 46 81 28 100 35 52 67 28 2008 1008 2007 5 yr avg. NA 2 2 12 NA NA -2 2 1 -1 4 3 8 4 2 -3 8 o -5 6 2 7 17 5 5 3 10 8 3 0.2% 0.1% 1.2% 1.2% -0.1% -0.2% 0.2% 1.4% 0.1% 0.1% 0.3% 0.7% NA NA 0.1% 0.7% 0.5% 0.2% 1.2% 1.3% 0.1% -0.1% 0.6% 0.9% 0.1% -0.1% 0.7% 1.1% -0.1% 0.1% 0.9% 1.2% (23) -68 -58 -38 2 -71 (19) 6 13 21 17 7 7 6 -52 -15 -22 (4) -18 -14 6 -25 -4 -4 -290% -100% -312% -384% -391% -92% -73% 41% -115% NA -8 6 10 NA 2008 1008 2007 5 yr avg. -0.7% 0.6% 1.4% 2008 1008 2007 5 yr avg. 35 6 26 2008 1008 2007 5 yr avg. -106% 567% 309% 44 8 -2 o -22 -11 -61 -26 (21) -31% -1975% -389% NA NA -1499% -588% -542% -1231% -688% -494% 489% 160% 373% 77% 177% 191% 45.9% 2 4.7% 41 35.9% 12 38.1% 2 3.8% 20 o 6 o NA 5 11 Q,f 50 8 o o -5 (USD Bins) Secured Rating (IFSR) HoldCo Senior Rating Outlook Accounting Basis Market Capitalization Market Cap I Equity Total Assets Total Equity Equity % Assets Debt % Capital Revenues Net Income Return on Average Assets (%) Cash Flow from Operations Cash Flow % Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised 2008 1008 AIG, Inc. Wachovia Aa2/Aa3 Aa2 Aa3 A1 Negative Negative USGAAP USGAAP NA 34 108 54 NA 2008 1008 2007 1.4x 1.5x 2008 1008 1,051 2008 1008 2007 NA NA 80 96 NA Allstate Merrill Lynch Aa2 A1 A1 A2 RUR t Stable US GAAP US GAAP 25 31 40 27 Lehman A2 A2 Negative USGAAP 20 28 MetLife Sun Life Aa2 Aa2 A2 A2 Stable Stable US GAAP CDN GAAP 37 23 43 27 Hartford Aa3 A2 Stable US GAAP 20 24 Aa2 Aa3 A1IA2 91 106 70 75 27 35 O.4x 0.7x 1.0x 1.3x 1.3x 1.3x 0.9x 1.1x 1.6x 0.8x 1.1x 1.5x 1.2x 1.3x 1.3x 1.3x 1.5x 1.8x 1.2x 1.3x 1.4x 0.9x 1.8x 1.7x 1.2x 1.5x 1.8x 1.0x 1.2x 1.4x 812 809 151 152 NA 1,042 639 786 556 557 187 187 334 344 1,574 1,705 1,407 1,169 447 554 75 78 77 20 20 22 35 37 32 26 25 22 33 33 35 18 18 17 17 18 19 111 84 87 72 59 59 32 33 32 9.3% 9.6% 9.8% 13.1% 13.3% 14.0% NA 3.5% 3.1% 4.1% 3.2% 3.3% 5.9% 5.9% 6.3% 9.4% 9.3% 9.2% 5.0% 5.2% 5.3% 6.7% 5.1% 5.3% 4.7% 5.2% 5.4% 7.8% 7.2% 7.3% 2008 1008 2007 7.6% 9.0% 2008 1008 2007 69.5% 65.8% 76.1% 75.0% 73.3% 22.3% 21.7% 20.5% 93.4% 94.3% 92.3% 93.9% 94.1% 39.8% 38.6% 37.0% 24.0% 23.0% 32.1% 29.6% 25.0% 21.7% 84.2% 83.8% 86.9% 89.2% 78.8% 78.2% 47.4% 52.9% 53.3% 2007 110 32 37 11 19 53 21 26 52 67 28 2008 1008 2007 5 yr avg. NA -9 -1 o o 1 o o -2 o -1 6 10 6 6 5 6 2 3 -5 -2 -8 3 -3 -8 NA -1.1% -0.1% 0.8% 1.3% 0.0% 0.2% 3.0% 2.7% NA NA 2008 1008 2007 5 yr avg. -0.7% 0.6% 1.4% 2008 1008 2007 5 yr avg. 8 (7) 35 6 26 -9 2008 1008 2007 5 yr avg. -106% 567% 309% NA 2 -3 NA 1104% -150% -65% 44 8 45.9% 10.1% 20 18 1 5 5 5 NA 322% 117% 184% NA 2 2 3 3 4 4 2 -3 8 2 10 8 3 -0.2% -0.8% 0.7% -0.4% 0.1% 0.7% 0.8% 0.2% 0.1% 0.8% 1.1% 0.3% 0.3% 1.2% 1.2% 0.2% 0.0% 0.9% 0.7% 0.1% -0.1% 0.6% 0.9% 0.1% -0.1% 0.7% 1.1% -0.1% 0.1% 0.9% 1.2% 15 -72 -24 -26 (11) -46 -36 -21 o 1 6 6 6 -52 -15 -22 (4) -18 -14 4 -25 -4 -5 -4 -290% -100% -312% -384% -391% -92% -73% 41% -115% NA 4 3 -744% 930% -15% -2175% -1088% -566% 34 107.4% 17.8% 12 of ~O 4 6 4 10 7 8 4 3 2 554% 231% 212% 35% 46% 161% o o 3 391% 203% -717% Moody's downgrades AIG (senior to Aa3) and certain subsidiaries Parent outlook negative; Domestic Life companies downgraded to Aa2 (stable); Commercial Insurance companies downgraded to Aa3 (stable) New York, May 22, 2008 -- Moody's Investors Service has downgraded the senior unsecured debt rating of American International Group, Inc. (NYSE: AIG) to Aa3 from Aa2. The rating agency has also downgraded the ratings of several subsidiaries (see list below), including those whose ratings have relied on material support from the parent company, as well as those with significant exposure to the US residential mortgage market. These rating actions largely conclude the reviews for possible downgrade announced by Moody's on May 9 and May 15, 2008, following AIG's announcement of a $7.8 billion net loss for the first quarter of 2008. The rating outlook for AIG (parent company) is negative, reflecting the company's exposure to further volatility in the US mortgage market as well as uncertainty surrounding the strategic direction for AIG Financial Products Corp. (AIGFP). When announcing the review for possible downgrade, Moody's said that the review process could lead to a rating downgrade of one or two notches at the parent company. Today's one-notch downgrade reflects AIG's sizable mortgage related losses and writedowns to date. Over the past two quarters, AIG has recorded after-tax unrealized market valuation losses exceeding $13 billion on mortgage-exposed credit default swaps (CDS) at AIGFP, and after-tax realized capital losses exceeding $5 billion, largely from otherthan-temporary impairment (OTTI) of residential mortgage-backed securities (RMBS) held by AIG's Domestic Life and Retirement Services (DLRS) subsidiaries. Also during this period, AIG posted to its equity account more than $9 billion in after-tax unrealized depreciation of investments, again mostly RMBS. Moody's noted that AIG's ultimate economic losses on CDS and RMBS may be materially smaller than estimated market values would suggest. In response to these losses and write-downs, AIG has raised more than $20 billion of capital during May 2008 -- a clear positive for creditors, in Moody's view. The new issuance includes approximately $7.5 billion of common stock, $5.9 billion of equity units (hybrids) and $6.9 billion of junior subordinated debentures (hybrids). The hybrid securities have been designed to receive significant equity treatment for financial leverage calculations. "The recent issuance of common stock and hybrids enhances the company's capital and liquidity profiles," said Moody's Bruce Ballentine, lead analyst for AIG. "The fresh capital restores some of the equity that was eroded by declining market values of CDS and RMBS, and it will help AIG to absorb economic losses that may develop over time." As part of today's rating action, Moody's also downgraded the insurance financial strength ratings (IFSRs) of the DLRS companies to Aa2 from Aal. These entities hold a majority of AIG's RMBS, both through their securities lending collateral and directly. Moody's expects that AIG will allocate a portion of its new capital to life insurance 13 of 50 subsidiaries whose statutory capital has been reduced by OTTI of RMBS. The rating outlook on these companies is stable. "AIG's DLRS group is a leading US life insurer, with a diversified product portfolio and multi-faceted distribution network," said Laura Bazer, lead analyst for these operations. "The stable outlook reflects Moody's view that, at the current rating level, these companies could likely withstand some degree of additional market value fluctuations and potential economic losses related to RMBS." Moody's also downgraded to Aa3 from Aa2 the IFSRs of the Commercial Insurance Group companies as well as AIG UK Limited and American International Assurance Company (Bermuda) Limited. These IFSRs previously received some uplift from the ownership and support of AIG. The downgrades reflect the fact that the strength of the parental support has diminished somewhat, as indicated by the parent company downgrade. Moody's believes that all of these operating companies can now support their Aa3 IFSRs through their own intrinsic financial strength. As a result, the rating outlook for these entities is stable. Over the next few days, Moody's will update its credit opinions on AIG and its major operating units to explain the current rating rationale for each, along with factors that could change the ratings up or down. Moody's last rating actions on these entities took place on May 9 and May 15,2008, when the respective ratings were placed on review for possible downgrade. Moody's has downgraded the following ratings and assigned a negative outlook: American International Group, Inc. -- long-term issuer rating to Aa3 from Aa2, senior unsecured debt to Aa3 from Aal, subordinated debt to A 1 from Aa3, senior unsecured debt shelf to (P)Aa3 from (P)Aa2, subordinated debt shelf to (P)Al from (P)Aa3, preferred stock shelf to (P)A2 from (P)A 1; AIG Capital Trusts I & II -- backed trust preferred stock shelf to (P)Al from (P)Aa3; AIG Life Holdings (US), Inc. -- backed senior unsecured debt to Aa3 from Aa2; AIG Program Funding, Inc. -- backed senior unsecured debt shelf to (P)Aa3 from (P)Aa2; AIG Retirement Services, Inc. -- backed senior unsecured debt to Aa3 from Aa2, backed preferred stock to A2 from AI; American General Capital II -- backed trust preferred stock to Al from Aa3; American General Institutional Capital A & B -- backed trust preferred stock to Al from Aa3; 14 of 50 Capital Markets subsidiaries -- AIG Financial Products Corp., AIG Matched Funding Corp., AIG-FP Capital Funding Corp., AIG-FP Matched Funding Corp., AIG-FP Matched Funding (Ireland) P.L.e., Banque AIG -- backed senior unsecured debt to Aa3 from Aa2. Moody's has downgraded the following ratings and assigned a stable outlook: AIG UK Limited -- backed insurance financial strength to Aa3 from Aa2; American International Assurance Company (Bermuda) Limited -- insurance financial strength to Aa3 from Aa2; Commercial Insurance Group subsidiaries -- AIG Casualty Company; AIU Insurance Company; American Home Assurance Company; American International Specialty Lines Insurance Company; Commerce and Industry Insurance Company; National Union Fire Insurance Company of Pittsburgh, Pennsylvania; New Hampshire Insurance Company; The Insurance Company of the State of Pennsylvania -- insurance financial strength to Aa3 from Aa2; Domestic Life Insurance & Retirement Services subsidiaries -- AIG Annuity Insurance Company, AIG Life Insurance Company, American General Life and Accident Insurance Company, American General Life Insurance Company, American International Life Assurance Company of New York, The United States Life Insurance Company in the City of New York, The Variable Annuity Life Insurance Company -- insurance financial strength to Aa2 from Aa 1. Moody's has confirmed the following ratings and assigned a stable outlook: AIG SunAmerica funding agreement-backed note programs -- AIG SunAmerica Global Financing Trusts, ASIF I & II, ASIF III (Jersey) Limited, ASIF Global Financing Trusts - senior secured debt at Aa2; AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company, SunAmerica Life Insurance Company -- insurance financial strength at Aa2. Moody's has affirmed the following rating with a negative outlook: AIG General Insurance (Taiwan) Co., Ltd. -- insurance financial strength at AI. Moody's has affirmed the following ratings with a stable outlook: American International Group, Inc. -- short-term issuer rating at Prime-I; AIG Financial Products Corp. -- backed short-term debt at Prime-I; 15 of 50 AIG Funding, Inc. -- backed short-term debt at Prime-I; AIG Liquidity Corp. -- backed short-term debt at Prime-I; AIG Matched Funding Corp. -- backed short-term debt at Prime-I; AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company, SunAmerica Life Insurance Company -- shortterm insurance financial strength at Prime-I; Transatlantic Holdings, Inc. -- senior unsecured debt at A2; senior unsecured debt shelf at (P)A2, subordinated debt shelf at (P)A3; Transatlantic Reinsurance Company -- insurance financial strength at Aa3. The following ratings remain on review for possible downgrade: AGFC Capital Trust I -- backed preferred stock at A3; AIG Edison Life Insurance Company -- insurance financial strength at Aa2; American General Finance Corporation -- long-term issuer rating at AI, senior unsecured debt at AI; American Life Insurance Company -- insurance financial strength at Aa2; ILFC E-Capital Trusts I & II -- backed preferred stock at A3; International Lease Finance Corporation -- senior unsecured debt at AI; Mortgage Guaranty subsidiaries -- United Guaranty Commercial Insurance Company of North Carolina, United Guaranty Mortgage Indemnity Company, United Guaranty Residential Insurance Company, United Guaranty Residential Insurance Company of North Carolina -- backed insurance financial strength at Aa2. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG reported total revenues of $14.0 billion and a net loss of $7.8 billion for the first quarter of 2008. Shareholders' equity was $79.7 billion as of March 31, 2008. 16 of 50 Global Credit Research Credit Opinion 14 JUN 2008 Credit Opinion: American International Group, Inc. American International Group, Inc. New York, New York, United States Ratings Category Rating Outlook Senior Unsecured Moody's Rating NEG Aa3 Contacts Analyst Bruce Ballentine/New York Alan Murray/New York Robert Riegel/New York Max Zormelo/New York Phone 1.212.553.1653 Key Indicators American International Group, Inc.[1] Total Assets ($ MiL) TTM 3/08 2007 2006 2005 2004 2003 $ 1,051,086 $ 1,060,505 $979,410 $ 853,048 $ 801,007 $ 675,602 Equity ($ MiL) $ 79,703 $ 95,801 $ 101,677 $ 86,317 $ 79,673 $ 69,230 Total Revenue ($ MiL) $ 93,450 $110,064 $ 113,387 $ 108,781 $ 97,823 $ 79,601 Net Income ($ MiL) $ (5,735) $ 6,200 $ 14,048 $ 10,477 $ 9,839 $ 8,108 20.0% Financial Leverage [2] 18.3% 16.5% 14.9% 15.7% 16.6% Earnings Coverage (1 yr.) [2] 6.5x 20.5x 21.0x 23.9x 19.6x Cashflow Coverage (1 yr.) [2] 11.2x 9.1x 12.5x 13.7x 11.9x [1] Information based on consolidated GAAP financial statements. [2] Some financial leverage and coverage ratios have changed versus prior Moody's reports because of reclassification of portions of debt and interest between financial and operating amounts. Also, AIG changed its reporting basis for unrestricted subsidiary dividend capacity in 2007, so cashflow coverage at YE 2007 is not directly comparable to prior·year levels. Opinion SUMMARY RATING RATIONALE American International Group, Inc. (NYSE: AIG . senior unsecured debt rated Aa3, negative outlook) is a leading global insurance and financial services firm, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. Just over 40% of the company's 2007 revenues were derived from domestic (US) operations, with nearly 60% coming from other markets around the world. AIG's extraordinary diversification helps it to withstand challenges in particular business lines or geographic regions and to generate substantial earnings and capital over time. On May 22, 2008, Moody's downgraded AIG's senior unsecured debt rating to Aa3 from Aa2, and assigned a negative outlook. This rating action concluded a brief review for possible downgrade that followed AIG's announcement of a $7.8 billion net loss for the first quarter of 2008. The loss included significant unrealized market valuation losses on mortgage·exposed credit default swaps (CDS) at AIG Financial Products Corp. (AIGFP), as well as realized capital losses on investments, largely other·than·temporary impairment (OTTI) on residential mortgage· backed securities (RMBS) held by AIG's Domestic Life Insurance & Retirement Services subsidiaries. AIG has also posted to its equity account substantial unrealized depreciation of investments, again mostly RMBS. Moody's notes that AIG's ultimate economic losses on CDS and""Rfv1I!:3f3!in).y be materially smaller than estimated market values would suggest. The negative outlook on AIG (and on subsidiaries whose ratings rely on meaningful explicit or implicit parental support) reflects the company's exposure to further volatility in the US mortgage market as well as uncertainty surrounding the strategic direction of AIGFP. AIG's ratings reflect its leading market positions in all major business segments, its broad business and geographic scope, its historically strong earnings and cash flows, and its excellent financial flexibility. These strengths are tempered by the intrinsic volatility in certain General Insurance and Financial Services business units, by the significant volume of spread-based investment business in the Asset Management segment, and by the company's sizable exposure to the US residential mortgage market. Credit Profile of Significant Subsidiaries/Activities AIG Property Casualty Group (2007 revenues: $38.0 billion, 35% of consolidated total) The AIG Property Casualty Group (formerly Domestic General Insurance) encompasses the AIG Commercial Insurance Group (CIG - formerly Domestic Brokerage Group), Transatlantic Holdings, Inc. (TRH), Personal Lines and Mortgage Guaranty. Moody's maintains Aa3 insurance financial strength (IFS) ratings (stable outlook) on eight members of CIG, reflecting CIG's position as the largest US writer of commercial insurance, its broad diversification and its expertise in writing large and complex risks. These strengths are somewhat offset by CIG's relatively high, albeit improving, gross underwriting leverage and its history of adverse loss development following the last soft market for property & casualty insurance. TRH, approximately 59% owned by AIG, is a holding company for Transatlantic Reinsurance Company (TRC), a leading US-based broker-market reinsurer with expertise in specialty casualty lines. TRC's Aa3 IFS rating (stable outlook) reflects its lead position on many treaties, relatively steady profitability and sound capitalization. These strengths are partly offset by competition from larger global reinsurers and by the inherent volatility of catastrophe exposed business. Moody's Aa2 IFS ratings (negative outlook) on four members of AIG's Mortgage Guaranty unit are under review for possible downgrade. Ratings on this group, led by United Guaranty Residential Insurance Company (UGRIC), reflect its historically sound underwriting, strong lender relationships and explicit support from affiliates. Three of the companies are supported by net worth maintenance agreements from AIG plus excess-of loss reinsurance covers provided by a CIG member. The fourth company is supported by an unconditional guaranty from UGRIC. Absent such explicit support, these companies would have lower stand-alone ratings. The rating review will address the degree to which the stand-alone credit profiles have been weakened by losses in the insured portfolios of subprime and non-prime first-lien and second-lien mortgage loans. The review will also address the nature of the continuing support from AIG and affiliates. Foreign General Insurance (2007 revenues: $13.7 billion, 12% of consolidated total) Foreign General Insurance consists of several property & casualty insurance agencies and underwriting companies offering commercial and consumer insurance through a range of marketing and distribution channels. The group operates in Asia, the Pacific Rim, the UK, Europe, Africa, the Middle East and Latin America, adapting to local laws and customs as needed. AIG UK Limited (AIG UK) is the group's flagship property & casualty insurer in the UK, having absorbed the UK business of a CIG company in December 2007. The Aa3 IFS rating (stable outlook) on AIG UK reflects its strong market position, healthy profitability and generally conservative investment strategy. Offsetting these strengths to some extent is the focus on commercial lines, which Moody's views as inherently more volatile than personal lines. The rating on AIG UK incorporates explicit and implicit support, including a net worth maintenance agreement from AIG and extensive reinsurance from affiliates. In 2006, AIG acquired Central Insurance Co. Ltd., a diversified non-life insurer in Taiwan with a solid market presence but a record of volatile operating results over the past few years. During 2007, AIG changed the company's name to AIG General Insurance (Taiwan) Co., Ltd. (AIGGI Taiwan), and merged the Taiwan branch of a CIG company into AIGGI Taiwan. Moody's upgraded the IFS rating of AIGGI Taiwan from Baa1 to A2 in July 2007 and to A 1 in March 2008. With a stand-alone rating of A3, AIGG I Taiwan receives two notches of rating uplift from parental support in the form of financial flexibility, transfer of technical knowledge, management expertise and risk sharing. Because its rating relies on significant parental support, AIGGI Taiwan's rating outlook is negative, following that of AIG. Domestic Life Insurance & Retirement Services (2007 revenues: $15.3 billion, 14% of consolidated total) Moody's maintains Aa2 IFS ratings (stable outlook) on ten members of the Domestic Life Insurance & Retirement Services segment, based on the group's multi-faceted distribution network, broad and varied product portfolio, and leading market positions in several products, including term life, universal life, structured settlements and certain classes of annuities. The ratings also reflect the strategic and financial benefits of AIG ownership, such as the AIG brand, cross-selling arrangements, and common investment management and administrative services. These strengths are tempered by persistent competition in the mature U$, mi}r~ for protection and savings products, and by the group's significant exposure to US subprime and Alt-A<Ri'Js§,lfleld directly and through securities lending activities. Foreign Life Insurance & Retirement Services (2007 revenues: $38.3 billion, 35% of consolidated total) The Foreign Life Insurance & Retirement Services segment encompasses international and local subsidiaries with operations in Europe, Latin America, the Caribbean, the Middle East, Australia, New Zealand and Asia, including extensive operations in Japan. The group sells products largely to indigenous persons through multiple distribution channels, including full-time and part-time agents, independent producers, direct marketing, brokers and financial institutions. Moody's maintains a Aa2 IFS rating (stable outlook) on American Life Insurance Company (ALlCO), based on its well established operations in more than 50 overseas markets (particularly in Japan, which accounts for about twothirds of ALI CO's operating income), along with its favorable record of growing organically in existing markets and expanding into new markets. The rating also recognizes the company's strong brand name and distribution channels, healthy capitalization and consistent operating performance. These strengths are tempered by competition from local and foreign players in Japan, political risk in certain emerging markets, and ALI CO's relatively large exposure to affiliated investments, mainly AIG common stock. ALI CO's Japanese operations are complemented by those of AIG Edison Life Insurance Company (AIG Edison IFS rating of Aa2, stable outlook) and AIG Star Life Insurance Co., Ltd. (not rated), giving AIG a strong and diversified presence in the Japanese life insurance market. The AIG Edison rating reflects the company's healthy profitability, solid capital base and diversified distribution channels, tempered by agent retention and business persistency rates that are below expectations for the rating level. The rating incorporates one notch of uplift from the close affiliation with ALiCO. Without such support, AIG Edison would have a stand-alone rating of Aa3. American International Assurance Company, Limited (not rated) and its affiliates, including American International Assurance Company (Bermuda) Limited (AIAB - IFS rating of Aa3, stable outlook), make up the largest and most diversified life insurance group in Southeast Asia. The rating on AIAB reflects its leading position in the life insurance market in Hong Kong, where it has garnered the largest market share and is supported by a strong brand name. The rating also recognizes the company's consistent operating performance, well established and efficient agency force, and healthy capitalization. These strengths are somewhat offset by the possible threat to AIAB's market position, given the intense competition in Hong Kong and Korea, by the challenge AIAB faces in its effort to broaden distribution channels, and by its exposure to affiliated investments, mainly AIG common stock. Financial Services (2007 revenues: -$1.3 billion, -1 % of consolidated total) The Financial Services segment engages in aircraft and equipment leasing, capital market transactions, consumer finance and insurance premium financing. The Aircraft Finance business, conducted by International Lease Finance Corporation (ILFC - senior unsecured debt rated A 1, negative outlook), is a global leader in leasing and remarketing advanced technology commercial jet aircraft. ILFC's ratings reflect its high-quality aircraft portfolio and solid relationships with aircraft manufacturers and airlines. Tempering this view is the cyclical nature of the business, as well as ILFC's sizable order position and residual value risk. The ratings incorporate AIG ownership and support, evidenced by capital contributions to ILFC totaling more than $1 billion since 2001. Absent such support, ILFC's ratings would be lower. ILFC's negative rating outlook follows that of AIG. The Capital Markets unit comprises the global operations of AIGFP (backed long-term issuer rating of Aa3, negative outlook) and subsidiaries. AIGFP engages as principal in a variety of standard and customized financial products with corporations, financial institutions, governments, agencies, institutional investors and high net-worth individuals worldwide. This unit also raises funds through municipal reinvestment contracts and other private and public note offerings, investing the proceeds in a diversified portfolio of debt, equities and derivatives. The Aa3 ratings on AIGFP and several of its subsidiaries are based on general and deal-specific guarantees from AIG. AIGFP has substantial notional exposure to the US residential mortgage market through super-senior CDS and cash CDOs, a portfolio that is now in runoff. In February 2008, AIG appointed an interim CEO to oversee this operation and launched a search for a new permanent CEO. In connection with this management shift, Moody's expects that AIG will take a fresh look at the strategic direction and risk appetite at AIGFP. The Consumer Finance unit includes US operations conducted mainly by American General Finance Corporation (AGFC - senior unsecured debt rated A 1, negative outlook) and international operations conducted by AIG Consumer Finance Group, Inc. (AIGCFG). AGFC's ratings are based on its strong US market presence, disciplined approach to the business and implicit support from AIG. Over the past decade, AGFC has focused its growth efforts on real estate secured loans, which accounted for about three-fourths of the loan portfolio as of year-end 2007. The portfolio, which includes meaningful levels of subprime and non-prime loans, has experienced some deterioration in credit quality along with the overall US housing sector, but AGFC's delinquency and charge-off rates remain within the company's target bands. We believe that AGFC's adherence to conservative underwriting standards have enabled the company to weather the housing market slump reasonably well compared to many other financial institutions. Nevertheless, AGFC's core profitability has fallen, and will continue to be pressured by rising loss provisions and the sharp fall-off in mortgage banking activity. Absent the implicit parental support, AGFC's ratings would be lower. AGFC's negative rating outlook follows that of AIG. Asset Management (2007 revenues: $5.6 billion, 5% of consolidated total) 19 of 50 The Asset Management segment comprises a variety of investment related products and services for institutions and individuals worldwide. The group's main activities are spread-based investing, institutional asset management, brokerage services and mutual funds. The spread-based investment business, formerly conducted through the SunAmerica companies, is now conducted through AIG's Matched Investment Program. The institutional asset management business, known as AIG Investments, provides a range of equity, fixed income and alternative investment products and services to AIG subsidiaries and affiliates, other institutional clients and high-net-worth individuals. The brokerage services and mutual funds operations provide broker/dealer services and mutual funds to retail investors, group trusts and corporate accounts through an independent network of financial advisors. Credit Strengths Credit strengths/opportunities of the group include: - One of the world's largest and most diversified financial service firms, with leading market positions in various business lines and countries - Historically strong earnings and cash flows across all major business segments - Excellent financial flexibility, although this has been weakened somewhat by earnings and capital volatility related to US residential mortgage exposures Credit Challenges Credit challenges/risks include: - Sizable exposure to US residential mortgage market through various business units and activities, particularly CDS written by AIGFP and RMBS held by US life insurance subsidiaries - Intrinsic volatility in certain General Insurance and Financial Services business units - Significant volume of spread-based investment business within the Asset Management segment Rating Outlook The negative outlook on AIG (and on subsidiaries whose ratings rely on meaningful explicit or implicit parental support) reflects the company's exposure to further volatility in the US residential mortgage market as well as uncertainty surrounding the strategic direction of AIGFP. What Could Change the Rating - Up Given the current negative outlook, there is limited upward pressure on the rating; however, factors that could lead to a stable outlook include: - Improving or stable stand-alone credit profiles of major operating units - Strong group profitability, with returns on equity exceeding 15% - Remediation of all material weaknesses in internal controls over financial reporting - Adjusted financial leverage (including pension and lease adjustments and excluding debt of finance-type operations and match-funded investment programs) comfortably below 20% What Could Change the Rating - Down Factors that could lead to a downgrade include: - A decline in the stand-alone credit profile of one or more substantial operating units - Weak group profitability, with returns on equity remaining below 10% over the next few quarters - A decline in financial flexibility, with adjusted financial leverage exceeding the low 20s (percent), or adjusted pretax interest coverage remaining below 8x over the next few quarters - Substantial incremental losses on investments or derivatives shareholders' equity) (t2~, @ft~oa.x losses exceeding 10% of - A material shift in the company's strategic emphasis away from insurance (e.g., Financial Services accounting for more than 20% of consolidated operating income) Recent Results AIG reported total revenues of $14.0 billion and a net loss of $7.8 billion for the first quarter of 2008. Shareholders' equity was $79.7 billion as of March 31,2008. Over the past two quarters, AIG has recorded after-tax unrealized market valuation losses exceeding $13 billion on mortgage-exposed CDS at AIGFP, and after-tax realized capital losses exceeding $5 billion, largely from OTTI of RMBS held by Domestic Life Insurance and Retirement Services subsidiaries. Also during this period, AIG posted to its equity account more than $9 billion in after-tax unrealized depreciation of investments, again mostly RMBS. Capital Structure and Liquidity Moody's believes that AIG's financial flexibility has been weakened by the firm's exposure to the US mortgage market and the related losses, write-downs and decline in shareholders' equity. On the other hand, the company has demonstrated broad access to the capital markets through its issuance of more than $20 billion of capital during May 2008 - a positive for creditors in Moody's view. The new issuance includes approximately $7.5 billion of common stock, $5.9 billion of equity units (hybrids) and $6.9 billion of junior subordinated debentures (hybrids). The hybrid securities have been designed to receive significant equity treatment for financial leverage calculations. Most of the proceeds are being retained at the holding company, at least for the near term, giving the company flexibility to support any operations that may face capital or liquidity needs. As of March 31,2008, AIG reported total borrowings of $172.2 billion, a majority of which was "operating" debt (i.e., supporting assets of the Financial Services segment and AIG's Matched Investment Program). AIG's adjusted "financial" debt (reflecting Moody's standard pension and lease adjustments, our basket treatment of hybrids, and the exclusion of operating debt) amounted to $24.4 billion. AIG's adjusted financial leverage has increased from 18.3% at year-end 2007 to 20.0% as of March 31,2008, as a result of mortgage-related losses and write-downs recorded during the first quarter. On a pro forma basis, giving effect to the recent capital issuance, the ratio at March 31,2008, would have been approximately 19.4%. Moody's notes that the newly issued hybrid securities carry significant fixed charges that will reduce AIG's earnings coverage and dividend capacity coverage of fixed charges going forward. We expect that earnings coverage will decline from a historic range of 20-24 times to a normalized range of about 8-12 times, while dividend capacity coverage will decline from a historic range of 9-14 times to a normalized range of about 6-8 times. Moody's believes that AIG will continue to benefit from its broad business diversification and access to capital market funding. Moody's believes that AIG has sufficient liquidity - through cash on hand, dividends from diversified subsidiaries, external credit facilities and an intercompany credit facility - to service parent company obligations and to support subsidiaries as needed. The company generates strong operating cash flows on a consolidated basis, with yearly amounts averaging about $22 billion over the past three years. A majority of the cash flows pertain to insurance operations that are subject to regulatory limits on the payment of dividends to a parent company. Still, the pro forma dividend capacity coverage of fixed charges (6-8 times) is reasonable for AIG's current rating category. AIG has taken steps to enhance its liquidity in response to credit market turmoil over the past year. The company has increased its holdings of cash and short-term investments across major business units, and has established an interdisciplinary Liquidity Risk Committee to monitor and manage liquidity risks throughout the firm. AIG's consolidated cash and short-term investment position has grown from $29.4 billion at year-end 2006 to $63.6 billion as of March 31,2008. The recent capital issuance has further enhanced the liquidity position. The large position in cash and short-term investments is constraining AIG's investment income and overall profitability to some degree. Moody's regards this as a prudent trade-off in the current unsettled credit markets. AIG gets a portion of its funding through a $7 billion commercial paper program ($5.0 billion outstanding at March 31,2008). The commercial paper is issued through subsidiary AIG Funding, Inc. (AIG Funding) and guaranteed by AIG. The program is backed by external and intercompany credit facilities. External facilities include two syndicated bank revolvers totaling $3.75 billion, primarily to back commercial paper. One of these facilities ($2.125 billion) expires in July 2008 (with a one-year term-out option) and the other ($1.625 billion) expires in July 2011. AIG and AIG Funding also share a $3.2 billion bank facility expiring in December 2008 (with a one-year term-out option) which allows for the issuance of letters of credit with terms of up to eight years. As of March 31,2008, nearly all of this facility was being used for letters of credit. Finally, AIG has a $5.335 billion intercompany credit facility provided by several of its insurance subsidiaries, expiring in September 2008 (with a one-year term-out option). Moody's expects that these facilities will be renewed in similar form before they expire. In addition to its guarantee of AIG Funding debt, AIG guarantees the debt and counterparty obligations of certain subsidiaries, most importantly AIGFP. AIGFP manages its liquidity position to withstand severe market disruptions without the need for parental support. AIGFP conducts regular liquidity stress tests that assume no access to capital markets, contingent liability payouts at the earliest possible dates, and haircuts on relatively liquid investment securities. The stress tests also consider the impact of potential rating downgrades on AIGFP's collateral posting requirements. As of April 30, 2008, AIGFP had posted collateral in respect of super-senior CDS in an aggregate net amount of $9.7 billion. At that time, AIG's senior unsecured debt ratings (and AIGFP's backed long-term issuer ratings) were Aa2 by Moody's and AA by Stand9.q:j .&.!:p~f\r's. The company estimated as of that date that a downgrade to Aa3 by Moody's and/or to AA- by Stanttcfrd-'& ~b'or's would permit AIGFP's counterparties to call for approximately $1.8 billion of incremental collateral, while a downgrade to A 1 by Moody's and/or to A+ by Standard & Poor's would permit counterparties to call for approximately $9.8 billion of incremental collateral. Further downgrades could result in substantial additional collateral requirements. Moody's believes that AIGFP has sufficient liquidity to cover its stated and contingent obligations at the current rating level, and that the parent would provide additional support to AIGFP as needed in the event of further downgrades. © Copyright 2008, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, "MOODY'S"). All rights reserved. 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The credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. MOODY'S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY'S have, prior to assignment of any rating, agreed to pay to MOODY'S for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,400,000. Moody's Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moody's Investors Service (MIS), also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody's website at www.moodys.com under the heading "Shareholder Relations - Corporate Governance - Director and Shareholder Affiliation Policy." 22 of 50 Amer:ican lntemational Groupj' Inc. "./: ~;.~~! fI:-5· ,6.2 .,:~; ':'.::;:: ...... ....: . . ~ .•.:..,;...;. '" ; . -----------..-.. .,-.. ,.-.,. .-. ,. -. . . .-.'. ,.-..-. :-.:>-.:~::,-.:::.-......-..-....,..-,....,-.....,.-,,{,..:.,...-...-...,.-...,.....,::'-.,:...-,,.t"!!!·:··!!"·~"'<,.""""';;;''''''''''';;'~-----''''''~_ _ ........:.:.ii"· . ... . .............. ":. ..\<. . . .;::/. ...:. . ;. .: ,2.J.,? IIIIII ...... SSP Discussion of a-Tools Outliers: (Provide brief discussion of any ratings gaps of 3 or more notches.) AIG's bond spreads and CDS levels have been hurt over the past year by market concerns over subprime mortgage exposures. 23 of 50 Stock Chart Splits: ... 200.00 150 . 00 1-..... .,................................... .,.................................... ;.......... . o ;:: 100 . 00 1-..... .,................................... .,.................................... ;.......... . ::2 50. 00 1- ..,................................... .,.................................... ;.......... . O.OOb-~__-&~~__~&=~~~~~~~~9S~~~mm~~ Cop~right 2008 Yahoo! Inc. http://finance.~ahoo.com/ ~ Market capitalization: $75 billion Rating History Aaa ~:- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - , Aa1 .+ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~ ............................................... . ::~Ip...y 04195 02196 12196 10197 08198 06199 04IDO 02ID1 12ID1 1 om 08!D3 06!D4 04ID5 02ID6 1 2ID6 10m 24 of 50 Organizational Structure with Rated Entities -Current & Recommended Ratings August 6 , 2008 Ownership Structure' American International Group, Inc. ("AIG") AIG Capital Corporation American General Finance, Inc. American General Finance Corporation ("AGFC") AGFC Capital Trust I Yosemite Insurance Company CommoLoco, Inc. International Lease Finance Corporation ("ILFC") Domicile DE Business Segment Parent DE IN IN DE IN Puerto Rico CA Fin Svcs Fin Svcs Fin Fin Fin Fin Svcs Svcs Svcs Svcs ILFC E-Capital Trusts I & II AIG Capital Trusts I & II AIG Financial Products Corp. DE DE Fin Svcs Funding for Parent Fin Svcs AIG Matched Funding Corp. DE Fin Svcs AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. AIG-FP Matched Funding (Ireland) P.L.C. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Limited AIG Life Holdings (US), Inc. ("AIG LHUS") AGC Life Insurance Company AIG Annuity Insurance Company AIG Life Insurance Company American General Life and Accident Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company American International Life Assurance Company of New York The United States Life Insurance Company in the City of NY American General Capital II American General Institutional Capital A & B AIG Liquidity Corp. AIG Program Funding, Inc. AIG Property Casualty Group, Inc. AIG Commercial Insurance Group, Inc. AIG Casualty Company AI U Insurance Company AIG General Insurance (Taiwan) Co., Ltd. American Home Assurance Company Transatlantic Holdings, Inc. DE DE DE France DE DE Bermuda Japan Bermuda TX MO TX DE TN TX TX NY NY DE DE DE DE DE DE PA NY Taiwan NY DE Fin Svcs Fin Svcs Fin Svcs Fin Svcs Funding for Parent Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Transatlantic Reinsurance Company Commerce and Industry Insurance Company The Insurance Company of the State of Pennsylvania National Union Fire Ins Company of Pittsburgh, Pa. American International Specialty Lines Insurance Company New Hampshire Insurance Company United Guaranty Corporation United Guaranty Residential Insurance Company ("UGRIC") United Guaranty Commercial Insurance Company of NC United Guaranty Mortgage Indemnity Company United Guaranty Residential Insurance Company of NC AIG Retirement Services, Inc. NY NY PA PA AK PA NC NC NC NC NC DE SunAmerica Life Insurance Company ("SUC") AZ AIG SunAmerica Global Financing Trusts AIG SunAmerica Life Assurance Company DE AZ ASIF I & II ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company Caymans Jersey DE NY SA Public Current Rec Rec Rating Type Support Rating Rating Outlook Rating Outlook R-Dn LT Issuer Aa3 Negative Aa3 R-Dn Sr Unsec Debt Aa3 Aa3 R-Dn Sr Unsec Shelf (P)Aa3 (P)Aa3 R-Dn Subord Shelf (P)A1 (P)A1 R-Dn (P)A2 (P)A2 Prlrd Shelf P-1 P-1 ST Issuer Stable Stable R-Dn LT Issuer A2 Negative A2 P-1 ST Issuer P-1 P-1 R-Dn ST Debt Negative R-Dn LT Issuer A2 A1 Negative A1 R-Dn Sr Unsec Debt A2 A1 A1 P-1 P-1 ST Debt Stable R-Dn Bkd Tr Prlrd Stock AGFC G'tee A3 Negative A3 Bkd ST Debt AGFC G'tee Sr Unsec Debt ST Debt Bkd Prlrd Stock ILFC G'tee Bkd Tr Prlrd Shelf AIG G'tee Bkd LT Issuer AIG G'tee AIG G'tee Bkd ST Debt Bkd Sr Debt AIG G'tee AIG G'tee Bkd ST Debt Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd ST Debt AIG G'tee IFS IFS Bkd Sr Debt AIG Agmt AIG G'tee A3 Aa3 Aa3 Domes Life Ins & Ret Svcs Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS AIG Agmt Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS AIG Agmt Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Funding for AIG LHUS Bkd Tr Prlrd Stock AIG G'tee Funding for AIG LHUS Bkd Tr Prlrd Stock AIG G'tee Fin Svcs Bkd ST Debt AIG G'tee Funding for Parent Bkd Sr Shelf AIG G'tee Domes Gen Ins Domes Gen Ins Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Frgn Gen Ins IFS A3 Domes Gen Ins IFS Aa3 Domes Gen Ins Sr Unsec Debt A3 Sr Unsec Shelf Subord Shelf Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins Domes Gen Ins IFS AIG Agmt Aa3 Domes Gen Ins IFS AIG Agmt Caa2 Domes Gen Ins Bkd IFS UGRICG'tee Aa3 Domes Gen Ins IFS AIG Agmt C Bkd Sr Debt AIG G'tee Bkd Prlrd Stock AIG G'tee Asset Mgmt Bkd IFS AIG Agmt Aa2 AIG Agmt Bkd ST IFS Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd IFS AIG Agmt Aa2 Bkd ST IFS AIG Agmt Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd IFS AIG Agmt Aa2 Bkd ST IFS AIG Agmt American International Underwriters Overseas, Ltd. Bermuda AIG UK Limited UK Frgn Gen Ins American Life Insurance Company DE Frgn Life Ins & Ret Svcs 0 LIsting order indIcates main ownershIp stake (or sponsorshIp In the case of trusts), not necessarily 100% ownershIp. Source: Company reports & Moody's 25 of 50 IFS IFS AIG Agmt Aa3 Aa2 P-1 A1 P-1 A3 (P)A1 Aa3 P-1 Aa3 P-1 Aa3 Aa3 Aa3 Aa3 P-1 Aa2 Aa3 Aa3 Negative Negative Negative Stable Negative Stable Negative Negative Negative Negative Stable P-1 A1 P-1 A3 (P)A1 Aa3 P-1 Aa3 P-1 Aa3 Aa3 Aa3 Aa3 P-1 Stable R-Dn Stable R-Dn R-Dn R-Dn Stable R-Dn Stable R-Dn R-Dn R-Dn R-Dn Stable Stable Stable Negative Aa2 Aa3 Aa3 Negative Stable R-Dn Negative Negative Aa2 Stable Aa2 Aa2 Stable Aa2 Aa2 Stable Aa2 Aa2 Stable Aa2 Aa2 Stable Aa2 Aa2 Stable Aa2 Aa2 Stable Aa2 A1 Negative A1 A1 Negative A1 P-1 P-1 Stable (P)Aa3 Negative (P)Aa3 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Stable R-Dn Aa3 Aa3 A1 Aa3 A2 (P)A2 (P)A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Stable Stable Negative Stable Stable Aa3 Aa3 A1 Aa3 A2 (P)A2 (P)A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Stable Stable R-Dn Stable R-Dn R-Dn R-Dn Stable Stable Stable Stable Stable Stable Aa3 A1 Aa3 A1 Aa3 A2 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 Negative Negative Negative Negative Negative Stable Stable Stable Stable Stable Stable Stable Stable Stable Stable Aa3 A1 Aa3 A1 Aa3 A2 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 Negative R-Dn Negative R-Dn R-Dn R-Dn R-Dn Stable R-Dn R-Dn Stable R-Dn R-Dn R-Dn R-Dn Stable Aa3 Aa2 Stable Stable Aa3 Aa2 Stable R-Dn Stable Stable Stable Stable Stable Stable Summary of Modeled Losses AIG CDS-COO and RMBS Portfolios Expected & stress case losses modeled by Chris Mann ($ Mlns) CDS & coo notional as of March 31, 2008 - Modeled as of June 13, 2008 Modeled portion Not modeled Total exposures 64,562 57,765 6,797 RMBS par as of Dec. 31, 2007 - Modeled as of Aug. 4, 2008 Modeled portion Expected losses (% of modeled) Stress case losses (% of modeled) o 3 -1,045 -1.8% -2,886 -4.8% 75,254 59,633 Not modeled 15,621 AIG RMBS Portfolio - Data as of March 31,2008 - Modeled as of Aug. 4, 2008 Expected losses modeled by RMBS team (Greg Bessermann) ($ Mlns) RMBS excluding Agencies Agencies Total RMBS Par 73,003 Modeled portion Of which: Reviewed recently Not reviewed recently 46,629 43,000 3,629 Not modeled 26,374 Book value 67,784 14,500 82,284 Market value 56,778 14,900 71,678 26 of 50 Markdown to 3/31/08 (% of par) -16,225 -22.2% Expected losses (% of modeled) Volatility case losses (% of modeled) -800 -1.7% -1,200 -2.6% AIG Financial Leverage and Fixed-Charge Coverage Leverage and Coverage Adjustments Company: American International Group, Inc. Financial Leverage Unadjusted debt ($ mil) Adjusted debt ($ mil) Unadjusted equity ($ mil) Adjusted equity & minority interest ($ mil) Unadjusted debt % capital Adjusted debt % capital Earnings Coverage of Interest & Prfrd Divs Unadjusted EBIT ($ mil) Adjusted EBIT ($ mil) Unadjusted interest & preferred dividends ($ mil) Adjusted interest & preferred dividends ($ mil) Unadjusted earnings coverage (x) Adjusted earnings coverage (x) Adjusted earnings coverage (x) - 5-yr avg Dividend CaE!acity Coverage of Int & Prfrd Divs Portion of equity not immediately available (%) Unrestricted subsidiary dividend capacity ($ mil) Unadjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) - 5-yr avg Goodwill EXE!0sure Goodwill ($ mil) Goodwill % equity Balance Sheet InE!uts ($ mil) Total assets Unadjusted debt Operating debt Financial debt Minority interest Unadjusted equity "Yes" if life investments> 50% total investments Net unrealized investment appreciation Income Statement Inputs ($ mil) Total revenue Unadjusted interest expense Operating interest expense Financial interest expense Income tax expense Minority interest expense Net income Preferred dividends Pro forma TIM 3/08 184,960 27,642 87,178 114,583 68.0% TIM 3/08 2007 2006 2005 2004 2003 172,170 24,445 79,703 97,516 68.4% 20.0% 176,049 23,719 95,801 106,205 64.8% 148,679 19,638 101,677 99,372 59.4% 109,849 14,467 86,317 82,367 56.0% 96,899 13,705 79,673 73,600 54.9% 80,349 12,544 69,230 63,147 53.7% 18,631 10,527 9,688 1,625 1.9x 28,672 22,781 6,951 1,112 4.1x 20,886 15,910 5,673 758 3.7x 19,128 15,276 4,427 638 4.3x 16,135 12,493 4,219 638 3.8x 18.3x 19.6x 81% 18,202 1.9x 90% 10,168 1.5x 89% 9,495 1.7x 89% 8,764 2.0x 89% 7,615 1.8x 11.7x 11.4x 23,920 2,536 18,202 81% 18,202 10,182 11.7% 10,182 12.8% 1,071,351 184,960 148,848 23,322 10,835 87,178 Yes -2,554 1,051,086 172,170 148,848 23,322 10,835 79,703 Yes -2,554 1,060,505 176,049 153,519 22,530 10,422 95,801 Yes 4,375 979,410 148,679 134,221 14,458 7,778 101,677 Yes 10,083 853,048 109,849 100,371 9,478 5,124 86,317 Yes 8,348 801,007 96,899 88,056 8,843 4,831 79,673 Yes 10,326 675,602 80,349 72,376 7,973 3,547 69,230 Yes 9,071 93,450 110,064 9,688 8,361 1,327 1,455 1,288 6,200 0 113,387 6,951 6,110 841 6,537 1,136 14,048 0 108,781 5,673 5,175 498 4,258 478 10,477 0 97,823 4,427 4,041 386 4,407 455 9,839 0 79,601 4,219 3,817 402 3,556 252 8,108 0 -3,808 1,050 -5,735 0 Pro forma TTM 3/08 assumptions: • Unadjusted and adjusted debt and equity give effect to the capital raised in May 2008 • Adjusted EBIT based on 2006 amount plus 5% • Adjusted interest and preferred dividends based on 2006 amount plus full-year fixed charges associated with hybrids 27 of 50 Leverage and Coverage Adjustments Company: American International Group, Inc. Pension Adjustments ($ mil) Assumed borrowing rate (%) Assumed tax rate (%) Projected benefit obligation (end of year) Fair value of plan assets (end of year) Pension asset recorded Pension liability recorded Debt adjustment Shareholders' equity adjustment Interest expense adjustment Lease Adjustments ($ mil) Assumed debt multiplier (x) Rent expense Debt adjustment Interest expense adjustment EBIT adjustment Other Adjustments ($ mil) Hybrid securities #1 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Hybrid securities #2 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Lloyd's LOCS 0E!erating Debt Detail ($ mil) MIP matched notes and bonds payable Series AIGFP matched notes and bonds payable AIG-guaranteed borrowings of AIGFP Non-guaranteed borrowings of fin svcs, invest & other Less borrowings of insurance operations CP issued by AIG Funding on behalf of AI Credit et al. Hybrid securities issued by ILFC Total operating debt Pro forma TIM 3/08 TIM 3/08 2007 2006 2005 2004 2003 4,901 4,901 5% 35% 4,901 4,657 820 820 820 1,047 4,481 3,260 703 807 1,221 -726 61 4,126 2,871 523 888 1,255 -579 63 3,950 2,715 566 941 1,235 -559 62 771 4,626 257 257 771 4,626 257 257 6x 771 4,626 257 257 657 3,942 219 219 597 3,582 199 199 568 3,408 189 189 524 3,144 175 175 100 Mezzanine A 100 0 18,688 Debt D 4,672 14,016 100 Mezzanine A 100 0 5,898 Debt D 1,475 4,424 100 Mezzanine A 100 0 5,809 Debt D 1,452 4,357 191 Mezzanine A 191 0 186 Mezzanine A 186 0 199 Mezzanine A 199 0 192 Mezzanine A 192 0 15,080 1,071 59,254 68,254 -578 5,667 100 148,848 15,080 1,071 59,254 68,254 -578 5,667 100 148,848 14,267 874 65,447 67,881 -567 5,517 100 153,519 5,468 72 67,048 59,277 -459 2,715 100 134,221 0 0 47,274 52,272 -474 1,199 100 100,371 0 0 41,614 45,736 -180 786 100 88,056 0 0 32,941 38,990 -181 526 100 72,376 6.0% 6.1% 5.4% 4.9% 5.5% 3.5% 5.0% 2.9% 5.6% ImE!lied Interest Rate On total debt (%) On financial (non-operating) debt (%) 28 of 50 AIG Domestic Life & Retirement Services Scorecard Rating Factors AIG Domestic Life & Retirement Svcs 29 of 50 American International Group, Inc. and Subsidiaries Consolidated Balance Sheet December 31, 2007 2006 397,372 21,581 $386,869 21,437 9,982 10,836 17,900 21,376 2,370 13,256 14,855 2,539 33,727 28,418 41,984 40,305 4,197 238 16,442 6,467 20,950 39,875 47,205 5,031 220 19,252 4,317 30,291 31,234 75,662 58,823 51,351 29,573 69,306 42,111 27,483 851,961 2,284 792,874 1,590 6,587 18,395 23,103 43,150 654 5,518 78,684 9,414 20,755 6,091 17,789 23,355 37,235 1,101 4,381 70,277 8,628 16,089 $1,060,505 $979,410 (in millions) Assets: Investments and financial services assets: Fixed maturities: Bonds available for sale, at fair value (amortized cost: 2007 - $393,170; 2006 - $377,163) Bonds held to maturity, at amortized cost (fair value: 2007 - $22,157; 2006 - $22,154) Bond trading securities, at fair value (includes hybrid financial instruments: 2007 - $555; 2006-$522) Equity securities: Common stocks available for sale, at fair value (cost: 2007 - $12,588; 2006 - $10,662) Common and preferred stocks trading, at fair value Preferred stocks available for sale, at fair value (cost: 2007 - $2,600; 2006 - $2,485) Mortgage and other loans receivable, net of allowance (2007 - $77; 2006 - $64) (includes loans held for sale: 2007 - $399) $ Financial services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2007 - $10,499; 2006 - $8,835) Securities available for sale, at fair value (cost: 2007 - $40,157; 2006 - $45,912) Trading securities, at fair value Spot commodities Unrealized gain on swaps, options and forward transactions Trade receivables Securities purchased under agreements to resell, at contract value Finance receivables, net of allowance (2007 - $878; 2006 - $737) (includes finance receivables held for sale: 2007 - $233; 2006 - $1,124) Securities lending invested collateral, at fair value (cost: 2007 - $80,641; 2006 - $69,306) Other invested assets Short-term investments, at cost (approximates fair value) Total investments and financial services assets Cash Investment income due and accrued Premiums and insurance balances receivable, net of allowance (2007 - $662; 2006 - $756) Reinsurance assets, net of allowance (2007 - $520; 2006 - $536) Deferred policy acquisition costs Investments in partially owned companies Real estate and other fixed assets, net of accumulated depreciation (2007 - $5,446; 2006 - $4,940) Separate and variable accounts Goodwill Other assets Total assets See Accompanying Notes to Consolidated Financial Statements. 30 of 50 130 AIG 2007 Form lO-K American International Group, Inc. and Subsidiaries Consolidated Balance Sheet Continued December 31, (in millions. except share data) Liabilities: Reserve for losses and loss expenses Unearned premiums Future policy benefits for life and accident and health insurance contracts Policyholders' contract deposits Other policyholders' funds Commissions, expenses and taxes payable Insurance balances payable Funds held by companies under reinsurance treaties Income taxes payable Financial services liabilities: Securities sold under agreements to repurchase, at contract value Trade payables Securities and spot commodities sold but not yet purchased, at fair value Unrealized loss on swaps, options and forward transactions Trust deposits and deposits due to banks and other depositors Commercial paper and extendible commercial notes Long-term borrowings Separate and variable accounts Securities lending payable Minority interest Other liabilities (includes hybrid financial instruments at fair value: 2007 - $47; 2006 - $ $111) Total liabilities Preferred shareholders' equity in subsidiary companies 2007 2006 85,500 28,022 136,068 258,459 12,599 6,310 4,878 2,501 3,823 $ 79,999 26,271 121,004 248,264 10,986 5,305 3,789 2,602 9,546 8,331 10,568 4,709 20,613 4,903 13,114 162,935 78,684 81,965 10,422 30,200 19,677 6,174 4,076 11,401 5,249 13,363 135,316 70,277 70,198 7,778 26,267 964,604 877,542 100 191 Commitments, Contingencies and Guarantees (See Note 12) Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 2007 and 2006- 2,751,327,476 Additional paid-in capital Payments advanced to purchase shares Retained earnings Accumulated other comprehensive income (loss) Treasury stock, at cost; 2007 - 221,743,421; 2006 -150,131,273 shares of common stock (including 119,293,487 and 119,278,644 shares, respectively, held by subsidiaries) Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity 6,878 2,590 6,878 2,848 (912) 89,029 4,643 84,996 9,110 (6,685) (1,897) 95,801 101,677 $1,060,505 $979,410 See Accompanying Notes to Consolidated Financial Statements. 31 of 50 AIG 2007 Form lO-K 131 American International Group, Inc. and Subsidiaries Consolidated Statement of Income Years Ended December 31, 2006 2005 $ 79,302 28,619 (3,592) $ 74,213 26,070 106 $ 70,310 22,584 341 (11,472) 17,207 12,998 15,546 110,064 113,387 108,781 66,115 35,006 60,287 31,413 64,100 29,468 101,121 91,700 93,568 8,943 21,687 15,213 5,489 1,048 2,587 1,671 2007 (in millions, except per share data) Revenues: Premiums and other considerations Net investment income Net realized capital gains (losses) Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Other income Total revenues Benefits and expenses: Incurred policy losses and benefits Insurance acquisition and other operating expenses Total benefits and expenses Income before income taxes, minority interest and cumulative effect of accounting changes Income taxes (benefits): Current Deferred 3,219 (1,764) Total income taxes 1,455 6,537 4,258 7,488 15,150 10,955 (1,288) (1,136) (478) 6,200 14,014 10,477 Income before minority interest and cumulative effect of accounting changes Minority interest Income before cumulative effect of accounting changes 34 Cumulative effect of accounting changes, net of tax Net income $ Earnings per common share: Basic Income before cumulative effect of accounting changes Cumulative effect of accounting changes, net of tax Net income Diluted Income before cumulative effect of accounting changes Cumulative effect of accounting changes, net of tax Net income Average shares outstanding: Basic Diluted See AccompanYing Notes to Consolidatea Financial Statements. 32 of 50 132 AIG 2007 Form lO-K 6,200 $ 14,048 $ 10,477 $2.40 $5.38 0.01 $4.03 $2.40 $5.39 $4.03 $2.39 $5.35 0.01 $3.99 $2.39 $5.36 $3.99 2,585 2,598 2,608 2,623 2,597 2,627 American International Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows Years Ended December 31, Summary: Net cash provided by operating activities Net cash used in investing activities Net cash provided by financing activities Effect of exchange rate changes on cash $ 35,171 694 1,590 Cash at end of year Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income: Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Net gains on sales of securities available for sale and other assets Foreign exchange transaction (gains) losses Net unrealized (gains) losses on non-AIGFP derivative assets and liabilities Equity in income of partially owned companies and other invested assets Amortization of deferred policy acquisition costs Amortization of premium and discount on securities and long-term borrowings Depreciation expenses, principally flight equipment Provision for finance receivable losses Other-than-temporary impairments Changes in operating assets and liabilities: General and life insurance reserves Premiums and insurance balances receivable and payable - net Reinsurance assets Capitalization of deferred policy acquisition costs Investment income due and accrued Funds held under reinsurance treaties Other policyholders' funds Income taxes payable Commissions, expenses and taxes payable Other assets and liabilities - net Bonds, common and preferred stocks trading Trade receivables and payables - net Trading securities Spot commodities Net unrealized (gain) loss on swaps, options and forward transactions Securities purchased under agreements to resell Securities sold under agreements to repurchase Securities and spot commodities sold but not yet purchased Finance receivables and other loans held for sale - originations and purchases Sales of finance receivables and other loans - held for sale Other, net Total adjustments See Accompanying Notes to ConsoJidateej Rnancia! Staternents, 33 of 50 6,287 (67,952) 61,244 114 2005 $ 23,413 (61,459) 38,097 (163) (307) 1,897 $ 2,284 $ $ 6,200 $ 14,048 1,590 (112) 2,009 $ 1,897 $ 10,477 11,472 (1,349) (104) 116 (4,760) 11,602 580 2,790 646 4,715 (763) 1,795 (713) (3,990) 11,578 699 2,374 495 944 (1,218) (3,330) 878 (1,421) 10,693 207 2,200 435 598 16,242 (207) 923 (15,846) (401) (151) 1,374 (3,709) 989 3,657 (3,667) 2,243 835 (18) 1,413 9,341 (11,391) 633 (5,145) 5,671 477 12,930 (1,214) 1,665 (15,363) (249) (1,612) (498) 2,003 408 (77) (9,147) (197) 1,339 (128) (1,482) (16,568) 9,552 (1,899) (10,786) 10,602 541 27,045 192 (5,365) (14,454) (171) 770 811 1,543 140 2,863 (5,581) 2,272 (3,753) 442 934 9,953 (12,534) 571 (13,070) 12,821 (1,535) 28,971 (7,761) $ 35,171 Net cash provided by operating activities AIG 2007 Form lO-K $ (68,007) 33,480 50 Change in cash Cash at beginning of year 134 2006 2007 (in millions) $ 6,287 12,936 $ 23,413 American International Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows Continued Years Ended December 31, (in millions; 2007 2006 2005 $ 132,320 $112,894 $ 140,076 12,475 11,661 Cash flows from investing activities: Proceeds from (payments for) Sales and maturities of fixed maturity securities available for sale and hybrid investments Sales of equity securities available for sale 9,616 295 303 14,109 9,062 12,553 (139,184) (10,933) (266) (4,772) (25,327) (1,361) (12,439) (15,271) (12,303) (870) (23,484) (55) Proceeds from fixed maturity securities held to maturity Sales of flight equipment Sales or distributions of other invested assets Payments received on mortgage and other loans receivable Principal payments received on finance receivables held for investment Purchases of fixed maturity securities available for sale and hybrid investments Purchases of equity securities available for sale Purchases of fixed maturity securities held to maturity Purchases of flight equipment Purchases of other invested assets Acquisitions, net of cash acquired Mortgage and other loans receivable issued Finance receivables held for investment - originations and purchases Change in securities lending invested collateral Net additions to real estate, fixed assets, and other assets Net change in short-term investments Net change in non-AIGFP derivative assets and liabilities $ (68,007) Net cash used in investing activities 205 46 697 14,084 573 14,899 5,165 3,679 12,586 12,461 (146,465) (14,482) (175,657) (13,273) (197) (3,333) (6,009) (6,193) (16,040) (15,059) (7,438) (5,310) (13,830) (17,276) (9,835) (1,097) (10,301) (941) (10,620) 1,801 (45) 688 $ (67,952) $ (61,459) Cash flows from financing activities: Proceeds from (payments for) Policyholders' contract deposits $ Policyholders' contract withdrawals Change in other deposits Change in commercial paper and extendible commercial notes Long-term borrowings issued Repayments on long-term borrowings Change in securities lending payable 64,829 (58,675) (182) (338) 103,210 (79,738) 11,757 57,197 51,699 (43,413) (36,339) 1,269 2,960 (957) (702) 71,028 67,061 (36,489) (51,402) 9,789 10,437 163 (100) 82 (1,638) (1,421) (20) 398 (176) (85) Redemption of subsidiary company preferred stock 206 (6,000) (1,881) (16) 308 Issuance of treasury stock Payments advanced to purchase treasury stock Cash dividends paid to shareholders Acquisition of treasury stock Other, net Net cash provided by financing activities $ 33,480 $ 61,244 $ 38,097 $ $ 8,818 5,163 $ $ 6,539 4,693 $ $ 4,883 2,593 $ $ 11,628 5,088 $ 10,746 $ 9,782 $ $ $ 791 $ $ Supplementary disclosure of cash flow information: Cash paid during the period for: Interest Taxes Non-cash financing activities: Interest credited to policyholder accounts included in financing activities Treasury stock acquired using payments advanced to purchase shares Non-cash investing activities: Debt assumed on acquisitions and warehoused investments See accompanying Notes to Consolidated Financial Statements. 34 of 50 AIG 2007 Form lO-K 135 American International Group, Inc. and Subsidiaries Part I - FINANCIAL INFORMATION ITEM 1. Financial Statements (unaudited) CONSOLIDATED BALANCE SHEET .cU_~!!_J!!l[~~(~?:L{~~(~?~~~~f~~L ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________ _ March 31, December 31, 2008 2007 Assets: Investments and Financial Services assets: Fixed maturities: Bonds available for sale, at fair value (amortized cost: 2008 - $396,168; 2007$393,170) $ Bonds held to maturity, at amortized cost (fair value: 2008 - $21,839; 2007 - $22,157) Bond trading securities, at fair value 395,487 $ 397,372 21,566 21,581 9,375 9,982 Equity securities: Common stocks available for sale, at fair value (cost: 2008 - $12,387; 2007 - $12,588) 16,122 17,900 Common and preferred stocks trading, at fair value 21,671 21,376 2,451 2,370 34,373 33,727 Preferred stocks available for sale, at fair value (cost: 2008 - $2,609; 2007 - $2,600) Mortgage and other loans receivable, net of allowance (2008 - $87; 2007 - $77) (held for sale: 2008 - $6; 2007 - $377 (amount measured at fair value: 2008 - $810) Financial Services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2008 - $10,932; 2007 - $10,499) Securities available for sale, at fair value (cost: 2008 - $1,143; 2007 - $40,157) Trading securities, at fair value Spot commodities, at fair value in 2008 Unrealized gain on swaps, options and forward transactions, at fair value Trade receivables Securities purchased under agreements to resell, at fair value in 2008 42,832 41,984 1,096 40,305 35,998 4,197 728 238 20,598 16,442 8,896 6,467 19,708 20,950 32,601 31,234 Finance receivables, net of allowance (2008 - $985; 2007 - $878) (receivables held for sale: 2008 - $80; 2007 - $233) Securities lending invested collateral, at fair value (cost: 2008 - $73,610; 2007 - $80,641) 64,261 75,662 Other invested assets (amount measured at fair value: 2008 - $21,688; 2007 - $20,827) 61,191 58,823 Short·term investments (amount measured at fair value: 2008 - $2,801) 52,298 51,351 841,252 851,961 Total Investments and Financial Services assets Cash 2,489 2,284 Investment income due and accrued 6,696 6,587 Premiums and insurance balances receivable, net of allowance (2008 - $638; 2007 - $662) 20,437 18,395 Reinsurance assets, net of allowance (2008 - $526; 2007 - $520) 22,895 23,103 Deferred policy acquisition costs 44,066 43,150 710 654 Investments in partially owned companies Real estate and other fixed assets, net of accumulated depreciation (2008 - $5,630; 2007 - 5,635 5,518 Separate and variable accounts, at fair value $5,446) 72,973 78,684 Goodwill 10,182 9,414 Income taxes receivable 2,762 Other assets (amount measured at fair value: 2008 - $5,123; 2007 - $4,152) Total assets See Accompanying Notes to Consolidated Financial Statements. 35 of 50 1 20,989 20,755 $1,051,086 $1,060,505 American International Group, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEET (continued) (~.~!?}!!!!9.Q?:"?:~!:!!!'~!!'~!::.!!.~!!?L(,!!.~~.,!.q!!.'C.qL. .................................................................................................................................................................................................... March 31, 2008 December 31, 2007 Liabilities: $ Reserve for losses and loss expenses 86,860 $ 85,500 28,889 28,022 Future policy benefits for life and accident and health insurance contracts 143,425 136,068 Policyholders' contract deposits (amount measured at fair value: 2008 - $4,118; 2007 - $295) 261,264 258,459 13,191 12,599 5,523 6,310 Insurance balances payable 5,504 4,878 Funds held by companies under reinsurance treaties 2,505 Unearned premiums Other policyholders' funds Commissions, expenses and taxes payable Income taxes payable 2,501 3,823 Financial Services liabilities: Securities sold under agreements to repurchase (amount measured at fair value: 20089,674 8,331 Trade payables $8,271) 9,494 10,568 Securities and spot commodities sold but not yet purchased, at fair value 3,806 4,709 Unrealized loss on swaps, options and forward transactions, at fair value 30,376 20,613 Trust deposits and deposits due to banks and other depositors (amount measured at fair value: 2008-$262) Commercial paper and extendible commercial notes Long·term borrowings (amount measured at fair value: 2008 - $59,254) 5,662 4,903 13,261 13,114 158,909 162,935 Separate and variable accounts 72,973 78,684 Securities lending payable 77,775 81,965 Minority interest 10,834 10,422 Other liabilities (amount measured at fair value: 2008 - $6,295; 2007 - $3,262) 31,358 30,200 971,283 964,604 100 100 6,878 6,878 2,938 2,848 Total liabilities Preferred shareholders' equity in subsidiary companies Commitments, Contingencies and Guarantees (See Note 6) Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 2008 and 2007 - 2,751,327,476 Additional paid·in capital Payments advanced to purchase shares (179) (912) Retained earnings 79,732 Accumulated other comprehensive income (loss) (1,271) 4,643 Treasury stock, at cost; 2008 - 255,499,218; 2007 - 221,743,421 shares of common stock (8,395) (6,685) Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity See Accompanying Notes to Consolidated Financial Statements. 36 of 50 2 89,029 79,703 95,801 $1,051,086 $1,060,505 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (LOSS) {!!!'JI!Hijg_r.L!?!__~!:'~~j?L£'~L?:.t2?"~~_~9..!~LJ~!!!~~~!~{!~~L _______________________________________________________________________________________________________________________________________________________________________________________________ _ Three Months Ended March 31, 2008 2007 Revenues: Premiums and other considerations $ 20,672 $19,642 4,954 7,124 Net investment income Net realized capital gains (losses) (6,089) Unrealized market valuation losses on AIGFP super senior credit default swap portfolio (9,107) Other income Total revenues (70) 3,601 3,949 14,031 30,645 15,882 16,146 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Benefits and expenses: Incurred policy losses and benefits .........!~~.~!.~~!?!:..~!?9.~!~.~!!!?~.~.~~..~!.~.~~.!?1?~!.~.!!!;.~.~.~1?~!;.~~~...........................................................................................................................~!~~~••••••••••••~!.~.?I. .........!~!~~..~~.~~!~!~..~~.~.~.~P.~~~.~~.....................................................................................................................................................................~~!~~.~.........:?~!.~.?::? Income (loss) before income taxes (benefits) and minority interest (11,264) 6,172 Income taxes (benefits) (3,537) 1,726 Income (loss) before minority interest (7,727) 4,446 Minority interest (78) Net income (loss (316) $ 7,805) $ 4,130 $ (3.09) $ Earnings (loss) per common share: Basic 1.58 $ (3.09) $ 1.58 ._-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Diluted 2l~j:~~:~:~~::~~~1.!!.!.~!Le=L~~.!.!I:!!.!~!!:~:!!!!.!.~::::::::::::::::::::::::::::::::::::=::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::!:::::!L~.2.2:::::::l::S.Ll:§:~ Average shares outstanding: Basic 2,528 2,612 Diluted 2,528 2,621 See Accompanying Notes to Consolidated Financial Statements. 37 of 50 3 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS [[!!.I!2!ijjg.(}.~}.J.I!.(}.CJ.I!E!!~EL.................................................................................................................................................................................................................................... Three Months Ended March 31, 2008 2007 Summary: $ Net cash provided by operating activities Net cash provided by (used in) investing activities 8,293 $ 3,529 Net cash provided by (used in) financing activities (18,024) (11,675) Effect of exchange rate changes on cash 8,216 58 Change in cash Cash at beginning of year period 9,930 (10) 205 112 2,284 1,590 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- $ 2,489 Cash at end of year period $ 1,702 Cash flows from operating activities: ..........~~.~.!.~.~~~.~..(!~~.~L................................................................._...............................................................................................................~...t!!.~~~l...J ....~!.~~.Q Adjustments to reconcile net income (loss) to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income (loss): Unrealized market valuation losses on AIGFP super senior credit default swap portfolio 9,107 Net gains on sales of securities available for sale and other assets Foreign exchange transaction (gains) losses Net unrealized (gains) losses on non·AIGFP derivatives and other assets and liabilities (245) (250) 996 305 2,124 Equity in income of partially owned companies and other invested assets 61 (79) Amortization of deferred policy acquisition costs (1,329) 3,156 2,868 Depreciation and other amortization 885 824 Provision for mortgage, other loans and finance receivables 251 87 5,642 467 Other·than·temporary impairments Changes in operating assets and liabilities: General and life insurance reserves Premiums and insurance balances receivable and payable - net Reinsurance assets 4,855 4,380 (1,588) (1,192) 241 Capitalization of deferred policy acquisition costs 223 (4,183) (3,697) (37) (109) Funds held under reinsurance treaties (12) (158) Other policyholders' funds 289 Investment income due and accrued Income taxes receivable and payable - net 412 (2,635) 1,076 Commissions, expenses and taxes payable (27) 661 Other assets and liabilities - net 814 Trade receivables and payables - net 636 (3,503) 1,805 Trading securities 1,079 (1,453) Spot commodities (490) Net unrealized (gain) loss on swaps, options and forward transactions 147 (2,646) 962 Securities purchased under agreements to resell 1,241 889 Securities sold under agreements to repurchase 1,283 (2,100) Securities and spot commodities sold but not yet purchased (914) (20) Finance receivables and other loans held for sale - originations and purchases (166) (2,473) Sales of finance receivables and other loans - held for sale 363 2,574 Other, net 297 204 16,098 5,800 Total adjustments $ Net cash provided by operating activities See Accompanying Notes to Consolidated Financial Statements. 38 of 50 4 8,293 $ 9,930 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (in rnflilons) (unaudited) Three Months Ended March 31, 2008 2007 Cash flows from investing activities: Proceeds from (payments for) Sales and matu rities of fixed maturity securities available for sale and hybrid investments $ 21,208 $ 30,073 2,772 2,137 46 18 Sales of equity securities available for sale Proceeds from fixed maturity securities held to maturity 14,196 Sales of trading securities 128 27 Sales or distributions of other invested assets 4,895 2,701 Payments received on mortgage and other loans receivable 1,843 733 Principal payments received on finance receivables held for investment 3,510 3,349 Sales of flight equipment Purchases of fixed maturity securities available for sale and hybrid investments Purchases of equity securities available for sale Purchases of fixed maturity securities held to maturity (21,054) (34,016) (2,512) (2,436) (16) (9) Purchases of trading securities (9,126) Purchases of flight equipment (including progress payments) (1,388) (1,917) Purchases of other invested assets (6,363) (5,740) Mortgage and other loans receivable issued (1,711) (2,543) Finance receivables held for investment - (4,978) (3,409) 4,153 (5,521) originations and purchases Change in securities lending invested collateral Net additions to real estate, fixed assets, and other assets Net change in short·term investments Net change in non·AIGFP derivative assets and liabilities (237) (259) (1,682) (1,250) (155) Net cash provided by (used in) investing activities $ 3,529 38 $(18,024) Cash flows from financing activities: Proceeds from (payments for) Policyholders' contract deposits $ 16,439 Policyholders' contract withdrawals $ 14,001 (15,600) (15,309) Change in other deposits 629 Change in commercial paper and extendible commercial notes 112 396 12,559 24,358 Repayments on long·term borrowings (19,908) (16,324) Change in securities lending payable (4,200) Long·term borrowings issued (1,340) 5,716 14 Issuance of treasury stock Payments advanced to purchase treasury stock Cash dividends paid to shareholders 52 (1,000) (3,000) (498) (430) (222) 112 Acquisition of treasury stock (16) Other, net Net cash provided by (used in) financing activities $(11,675) $ 8,216 Interest $ $ 1,901 Taxes $ (901) $ 640 Interest credited to policyholder accounts included in financing activities $ 1,241 $ 2,879 Treasury stock acquired using payments advanced to purchase shares $ 1,733 $ 149 $ 638 Supplementary disclosure of cash flow information: Cash paid (received) during the period for: 1,615 Non-cash financing activities: Non-cash investing activities: $ Debt assumed on acquisitions and warehoused investments See Accompanying Notes to Consolidated Financial Statements. 39 of 50 5 Table of Contents AMERICAN INTERNATIONAL GROUP, INC. AND SUBSIDIARIES Condensed Financial Information of Registrant Balance Sheet - Parent Company Only Schedule II December 31, (in millions) 2006 2007 Assets: Cash Invested assets Carrying value of subsidiaries and partially owned companies, at equity Premiums and insurance balances receivable - net Other assets Total assets $ 84 14,648 111,714 311 9,103 135,860 $ 76 7,346 109,125 222 3,767 120,536 Liabilities: 43 3,916 20,397 500 14,274 874 55 40,059 Insurance balances payable Due to affiliates - net Notes and bonds payable Loans payable AIG MIP matched notes and bonds payable Series AIGFP matched notes and bonds payable Other liabilities Total liabilities Shareholders' equity: Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Treasury stock Total shareholders' eguity Total liabilities and shareholders' eguity 21 1,841 8,917 700 5,468 72 1,840 18,859 6,878 1,936 89,029 4,643 (6,685) 95,801 $135,860 6,878 2,590 84,996 9,110 (1,897) 101,677 $120,536 See Accompanying Notes to Financial Statements - Parent Company Only. Statement of Income - Parent Company Only Years Ended December 31, (in millions) Agency income (loss) Financial services income Asset management income (loss) Cash dividend income from consolidated subsidiaries Dividend income from partially-owned companies Equity in undistributed net income of consolidated subsidiaries and partially owned companies Other expenses, net Cumulative effect of an accounting change Income before income taxes Income taxes (benefits) Net income 2006 2007 $ 10 69 99 4,685 9 3,121 (2,566) 5,427 (773) $ 6,200 $ 9 531 34 1,689 11 13,308 (1,371) 34 14,245 197 $14,048 2005 $ 3 507 (3) 1,958 127 10,156 (2,203) 10,545 68 $10,477 See Accompanying Notes to Financial Statements - Parent Company Only. AIG 2007 Form lO-K 40 of 50 227 Table of Contents AMERICAN INTERNATIONAL GROUP, INC. AND SUBSIDIARIES Condensed Financial Information of Registrant Continued Statement of Cash Flows - Parent Company Only Schedule II Years Ended December 31, 2007 2006 2005 $ 6,200 $ 14,048 $ 10,477 (in millions) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income: Equity in undistributed net income of consolidated subsidiaries and partially owned companies Foreign exchange transaction (gains) losses Changes in operating assets and liabilities: Change in premiums and insurance balances receivable and payable Loan receivables held for sale - purchases Sales of loan receivables - held for sale Other, net Total adjustments Net cash provided by (used in) operating activities Cash flows from investing activities: Purchase of investments Sale of investments Change in short-term investments Contributions to subsidiaries and investments in partially owned companies Mortgage and other loan receivables - originations and purchases Payments received on mortgages and other loan receivables Other, net Net cash used in investing activities Cash flows from financing activities: Notes, bonds and loans issued Repayments of notes, bonds and loans Issuance of treasury stock Cash dividends paid to shareholders Payments advanced to purchase shares Acquisition of treasury stock Other, net Net cash (used in) provided by financing activities Change in cash Cash at beginning of year Cash at end of year (9,941) 333 (13,308) 232 (44) (404) 40 3,046 (6,970) (770) (423) (1,139) (14,638) (590) (7,640) 3,057 (3,631) (755) (2,026) 498 (240) (10,737) (7,875) 3,402 414 (3,017) (423) 15 (159) (7,643) (117) (1,681) 20,582 (1,253) 217 (1,881) (6,000) (16) (134) 11,515 8 76 84 $ 12,038 (2,417) 163 (1,638) 2,101 (607) 82 (1,421) (20) (7) 8,119 (114) 190 76 $ (176) 21 (10,156) 15 1,518 (8,623) 1,854 (598) (966) $ 173 17 190 NOTES TO FINANCIAL STATEMENTS - PARENT COMPANY ONLY (J) Agency operations conducted in Nnt' York through the North American Division (~fAIU are included in the financial statements (~f the parent company. (2) Certain prior period amounts have been reclass{fied to conform to the current period presentation. (3) "Equity in undistributed net income (~fc()ns()lidated subsidiaries and partially (J1rned companies" in the accompanying Statement (~flncome - Parent Company Only - includes equity in income (~f the minority-01t'ned insurance operations. 228 AIG 2007 Fonn lO-K 41 of 50 ,.Q) OJ co 0... ...as Q) -c c. ::J as .-U c: as c: .LL co 0 0 C\J .... 0 ~ L() '+- +-' C'\J en ::::J C) ::::J « 0 -.::t Total Capital ($ in mil) June 30, March 31, December 31, 2008 2008 2007 Shareholders' Equity Junior Subordinated Debt Junior Subordinated Debt Attributable to Equity Units Total Capital $ 43 of 50 $78,088 $79,703 $95,801 12,866 5,898 5,809 5,880 o o 96,834 $ 85,601 $ 101,610 Page 2 Shareholders' Equity Roll Forward ($ in mil) $ 79,703 March 31, 2008 Shareholders' Equity Net Loss for Second Quarter - Adjusted Net Income (ex. Capital Markets Unrealized Market Valuation Losses) - Capital Markets Unrealized Market Valuation Losses - Net Realized Capital Losses - FAS 133 Gains (Losses) , Net Net Loss Unrealized Appreciation (Depreciation) of Investments, Net Foreign Currency Translation Adjustment, Net Dividends to Shareholders 2,296 (3,617) (4,019) (17) (5,357) (2,617) (111 ) (633) Sale of Equity Units - Present Value of Future Contract Adjustment Payments o (431 ) 7,343 Common Stock Issued Change in All Other Comprehensive Income, Net 191 $ 78,088 June 30, 2008 Shareholders' Equity 44 of 50 Page 3 Estimated Effects of Market Disruption on Equity Three Months Ended March 31, June 30, 2008 AIGFP unrealized market valuation loss Realized capital losses: Severity EITF 99-20 Intent Issuer-specific Income tax benefit Net Change in unrealized depreciation, net Less foreign portfolio changes, net (interest, FX, etc.) Income taxes on foreign portfolio changes Net 2008 ($3,617) ($5,920) ($4,105) (137) (779) (171 ) 1,817 ($4,843) (738) (241) (322) 2,150 (3,994) (6,929) 1,504 (526) (2,617) 3,543 (997) Total 45 of 50 (3,375) (71) (5,951 ) ($7,682) ($15,246) Page 4 Commercial Paper - Funding Liquidity for AIG, ILFC & AGF • Summary of commercial paper programs versus the backstop facilities for each entity Commercial Paper Outstanding vs. Backstop Coverage As of 7/25/08 $25,000 • If AIG were unable to issue commercial paper due to a severe disruption in the CP market, or to AIG-specific issues, the commercial paper issuing entities could draw down $20.2 billion under existing, committed backstop facilities. This compares against a total of $15.0 billion in CP currently outstanding for these issuers with $5.2 billion still available. • This cash could then be used to meet all liquidity needs, including repayment of maturing CP, payment of all principal and interest on debt when due, payment of quarterly shareholder dividends ($1.95 billion through 1st quarter of 2009). $20,233 $20,000 ~ $15,000 I j-------------- " - - - - - - - 1 1 AIG Bilateral 'f $73 "" $10,000 $5,0001_, $0 I ;';';';';';';';';';';';';';';';';';1 ';';';';';';';';';';';';';';';';';-1 CP Outstanding Backstop Facilities Projected Combined Liquidity Position· AlG, ILFC & AGF As of 7/28/08 $18,000 $15,000 1...-'\. $12,Oooi ............. F+ .... ~ ----------~::====~'~c=~~~-~~~=========--==--:~~ :E $9,0001 ,6 $,000 $3,000 o This projection does not include any unusual events, such as extraordinary dividends or other cash calls t l - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - '.......= +-1- - - - - - - - - - - - - - - - - - - - - - - - - - - - - ~~~~~~~~~--------~of50 o AIG Financial Products • Liquidity Position for FP under Stress Scenarios 1 & 2 AIGFP Liquidity Projection Scenarios $10,000 FP 1 ($8,719) :$ :!: :!: I: ;'::.:;::,: ($28,729) ;'::, co~~ "co ~ ':;.." Q) ,,0 Q)\ ~ Q)\ ':;..~ ,,~ ~ ,,~ \"~ ~ ,," ,," rVCO " 0/ ,,'V "fJ "\,,Q) 'l>'l; \,,10 'V n}'l; n}"ro n}":>~ 47 of 50 1 AIG Combined Views AIG developed two stress scenarios in order to test the Company's ability to meet its near term obligations and maintain solvency and confidence. Combined Liquidity Projection· Scenario 1 $40,000 Scenario 1 Key Assumptions • Utilization of liquidity through CP or backstop facilities, MIP assets and the remaining proceeds from capital raise • A significant deterioration in FP's liquidity position from inability to roll its maturing liabilities or repos • Offset by monetization of unencumbered assets, portfolio trades, and various other transactions providing liquidity at FP $30,000 "~ +1------------------ $20,000 1 $10,000 1 $0 =-- """"""" $6,002 ~""-==-""-----~ ~I-------------------------------- ~~~~,~~~~~~~~~~~~~ Scenario 1 results through 1Q'09 projects a cash position of $6.0 bill. Scenario 2 Combined Liquidity Projection· Scenario 2 Key Assumptions • All assumptions from Scenario 1 are incorporated • FP experiences additional margin calls resulting from severe adverse market developments • • Additional collateral calls due to a one notch downgrade by Moody's and S&P Additional liquidity withdrawals from FP clients due to credit concerns ::::::: +--rm_"_ _ _ __ $20,000 +c-::-----------------~ :: ~ $10,000 $0 1--l 1 """"""c-"""""---------------- .... """""~------------ ($14,008) :':;.):"; ..,-, ~~~~#~~~~~~~~~~~~# 48 of 50 Scenario 2 results through 1 Q'09 projects a cash deficit of ($14.0) bill. 2 Explanation of Differences in Key Assumptions between Mayand July Analyses Stress Scenario 1 Ma~ Cate9or~ Opening Cash balance Maturing debt Other scheduled cashflows Nightingale Collateral/margin calls Gold leases Curzon CP Monetization of assets MTN and EMTN Repo Rollover issues 2a7 liquidity puts Portfolio trades Private Equity Difference 7,660,000 1,681,000 (5,979,000) (10,902,708) (940,573) (4,183,281 ) (7,993,920) 4,038,642 (2,274,278) 2,908,788 4,979,215 1,909,003 (523,850) (2,500,000) (394,500) (1,514,649) 17,000,000 (392,660) (699,583) (857,966) 156,000 (10,000,000) (100,686) 6,500,000 (265,960) (1,647,018) (680,756) (250,000) Closing balance A Jul~ 6,089,511 (8,718,698) 523,850 (7,500,000) A 394,500 1,413,963 B (10,500,000) C 126,700 (947,435) 177,210 (156,000) (250,000) (14,808,209) In the July analysis, AIG employed a significantly more severe assumption for the potential future collateral calls related to AIGFP's super senior credit derivatives as compared to the assumptions used in the May analysis. For the May analysis, AIG has assumed an additional $2.5 billion in collateral calls, based on the premise of markets remaining stable. Since then, AIG FP had posted an additional $6 billion, bringing the total posting to $16 billion. In the July analysis, AIG is assuming an additional $10 billion on top of the $16 billion already posted. In order for AIG to post an additional $10 billion, the valuations of the super senior COO securities would have to further deteriorate by an amount in excess of the $10 billion. As the majority of the mark to market losses recognized and collateral postings to date relate to the portion of the portfolio that includes some exposure to sub-prime, a further $13 billion deterioration of the value of these positions would equate to a drop in price by 17 points (ignoring amortization). If reduced by 17 points, then the average price for AIGFP's hi-grade COOs will be 51 and the average price for the mezzanine COOs would be 42. AIGFP's Super Senior COO Portfolio Containing Sub-prime RMBS Notional ($ billion) Hi-grade Mezzanine $ $ $ 41.956 15.842 57.798 AIG June Avg Price 67.81% 58.82% AIG June Avg Prices Adjusted by 17 50.81% 41.82% B The May analysis assumed that $1.5 billion in short-term debt issued by Curzon will not roll. AIG revised this assumption in the July analysis as only $100 million is currently rolling overnight. C The July analysis only considers unencumbered assets at AIGFP. It does not consider unencumberred assets at Banque AIG or assets held by AIG Inc on behalf of AIGFP. Total amount of additional unencumbered assets available to AIGFP to monetize that are not reflected above are approximatey $7.5 billion. While not considered in this analysis, these are assets available to AIG to monetize. 49 of 50 Explanation of Differences in Key Assumptions between May and July Analyses Stress Scenario 2 Category May Opening Cash balance July Difference 7,660,000 1,681,000 (5,979,000) Maturing debt Other scheduled cashflows (10,902,708) (940,573) (4,183,281) (7,993,920) 4,038,642 (2,274,278) 2,908,788 4,979,215 1,909,003 Nightingale Collateral! margin calls Gold leases Curzon CP Monetization of assets Commodity call Ratings downgrade Liquidity withdrawals MTN and EMTN Repo Rollover issues 2a7 liquidity puts Portfolio trades Private Equity (523,850) (11,500,000) (394,500) (6,392,216) 21,500,000 (817,197) (8,698,898) (1,400,000) (392,660) (699,583) (857,966) 156,000 Closing balance (14,204,151 ) (250,000) 523,850 (1,500,000) 394,500 819,807 (10,000,000) 67,197 (4,717,609) (971,958) 126,700 (947,435) 177,210 (156,000) (250,000) (28,728,886) (14,524,735) (13,000,000) (5,572,409) 11,500,000 (750,000) (13,416,507) (2,371,958) (265,960) (1,647,018) (680,756) A B C D D A In the July analysis, AIG employed a significantly more severe assumption for the potential future collateral calls related to AIGFP's super senior credit derivatives as compared to the assumptions used in the May analysis. For the May analysis, AIG has assumed an additional $11.5 billion in collateral calls. Since then, AIG FP had posted an additional $6 billion, bringing the total posting to $16 billion. In the July analysis, AIG is assuming an additional $13 billion on top of the $16 billion already posted. In order for AIG to post an additional $13 billion, the valuations of the super senior COO securities would have to further deteriorate by an amount in excess of the $13 billion. As the majority of the mark to market losses recognized and collateral postings to date relate to the portion of the portfolio that includes some exposure to sub-prime, a further $13 billion deterioration of the value of these positions would equate to a drop in price by 22 points (ignoring amortization). If reduced by 22 points, then the average price for AIGFP's hi-grade COOs will be 46 and the average price for the mezzanine COOs would be 37. AIGFP's Super Senior CDO Portfolio Containing Sub-prime RMBS Notional ($ billion) Hi-grade Mezzanine $ $ $ 41.956 15.842 57.798 AIG June Avg Price 67.81% 58.82% AIG June Avg Prices Adjusted bi 22 45.81% 36.82% B The July analysis only considers unencumbered assets at AIGFP. It does not consider unencumberred assets at 8anque AIG or assets held by AIG Inc on behalf of AIGFP. Total amount of additional unencumbered assets available to AIGFP to monetize that are not reflected above are approximatey $7.5 billion. While not considered in this analysis, these are assets available to AIG to monetize. C A two-notch downgrade from Aa2 by Moody's only was assumed in the May analysis, while a one-notch downgrade from Aa3 by both Moody's and S&P is assumed in the July analysis. A split rating between Moody's and S&P reduces the liquidity demands by approximately $3 billion. D More severe assumptions were assumed for the contagion effect of a rating downgrade on AIGFP's outstanding business from counterparties electing to terminate trades with AIGFP. 50 of 50 FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Reason for Rating Committee: Address AIG's 1008 results, including incremental unrealized MTM losses on CDC ($9.1 bin pretax), net realized capital losses on investments ($6.1 bin pretax) and unrealized depreciation investments ($10.8 bin pretax), as well as AIG's plan to raise $12.5 - 15.0 bin of capital, includin common stock and rids. Last Rating Action (include date and reason): March 3, 2008 - Affirmed AIG's ratings following its 2007 results. announcement of 40 and ful Aaa Aaa Aaa Fo Fo Fo Aaa Aaa Aaa Rationale for Recommendation Neg: AIG has reported large realized and unrealized losses and unrealized depreciation over the past six months, nearly all related to the US residential mortgage market, as summarized below. A1G Mortgage Related Losses/Writedowns ($ Bins) Unrealized market valuation losses on AIGFP's super-senior CDS portfolio Net realized capital losses * Operating losses at United Guaranty Totals through IS Unrealized depreciation of investments Totals through IS & BS * Market severity OTT I included above Italicized amounts estimated by BB 402007 Pretax After-tax 102008 Pretax After-tax 40 & 10 Totals Pretax After-tax 11.1 2.6 0.3 14.0 3.9 17.9 2.2 7.2 1.7 0.2 9.1 2.5 11.6 9.1 6.1 0.4 15.6 10.8 26.4 4.0 5.9 3.9 0.3 10.1 6.9 17.0 20.2 8.7 0.7 29.6 14.7 44.3 6.2 12 mos 12/31/2006 113.4 21.7 14.0 979.4 101.7 9mos 913012007 91.6 17.4 11.5 1,072.1 104.1 12 mos 12/31/2007 110.1 8.9 6.2 1,060.5 95.8 3mos 313112008 -- -- 3mos 12/31/2007 18.4 -8.4 -5.3 1,060.5 95.8 -8.3 -8.0% 13.1 5.6 0.5 19.2 9.4 28.6 Where reported IS IS IS BS A1G Consolidated Financial Highlights ($ Bins) Revenues Pretax income Net income (loss) Total assets Shareholders' equity Change in equity vs 9/30/2007 ($) Change in equity vs 9/30/2007 (%) -7.8 79.7 -24.4 -23.4% Neg: AIG is exposed to mortgage markets on multiple fronts - super-senior CDS at AIGFP; insurance investments (including securities lending collateral), insured mortgages at United Guaranty, and owned mortgages at American General Finance. These exposures have added volatility to AIG's financial results (thereby reducing financial flexibility), and have management time and energy. The CEO of AIGFP has resigned and the company is making an internal change in leadership of the Financial Services segment. Neg: The mortgage exposures heighten liquidity risk in the affected operations. As of Feb. 26, 2008, AIGFP had posted $5.3 bin of collateral against super-senior CDS positions. The company estimated that it would need to post an additional $1.4 bin in the event of a downgrade to Aa3 by Moody's and/or AA- by S&P. The securities lending book could face withdrawals/exits by securities borrowers, prompting AIG to sell RMBS at a loss or to draw upon more liquid securities in other areas, although the borrowing has been steady to date. Pos/neg: AIG plans to raise $12.5 - $15 bin of common equity and Basket D hybrids (mandatory convertible securities and junior subordinated debentures) to replenish much of its equity. The new capital will far exceed the expected economic losses related to mortgages. On the other hand, the hybrids will increase the company's fixed charge burden, reducing earnings coverage from historic levels of about 20x to a likely range of 9x - 13x. Pos/neg: AIG remains one of the world's largest and most diversified financial service firms, with an ability to generate capital quickly. However, core earnings appear to have flattened or weakened over the past year, reflecting a softening P&C market, slow growth in the US life operations, and weaker results in mortgageexposed businesses such as AIGFP, United Guaranty and American General Finance. Pos: We continue to believe that the ultimate economic losses on AIG's mortgage exposures will be a modest fraction of the MTM losses/depreciation. The super-senior CDS portfolio is well underwritten and the RMBS portfolio is of generally high quality. We believe that AIG will recoup a large portion of the recent declines through income and equity as the mortgage market recovers. Subsidiary ratings: See page 13 for recommendations. 2 Contents Press Release of March 3, 2008 4-5 Credit Opinion (published March 18, 2008) 6-10 Q-tools 11 Stock Chart 12 Rating History 12 Orqanizational Structure with Rated Entities 13 Weighted Average Stand-alone Rating 14 Summary of Reported and Modeled Losses 15-16 AIG Response to MBS/CDO/FG Survey 17-18 Notes from 1Q08 Earninqs Preview Call with AIG 19-21 AIG's Capital Raising Plan 22 AIG Financial Leverage and Fixed-Charge Coverage 23-24 Liquidity Risk Assessment: AIG Funding, Inc. (published March 18, 2008) 25-26 AIG Liquidity Review 27-31 AIGFP Five-year Cash Profile as of Dec. 31,2007 22-38 AIG Financial Highlights 39 AIG Segment Detail 40 AIG 2007 Financial Statements 41-43 AIG Revenue & Income Charts 44 AIG Domestic Life Insurance & Retirement Services Group Scorecards 45 3 Press Release of March 3, 2008 Moody's affirms AIG's ratings and maintains negative outlook New York, March 03, 2008 -- Moody's Investors Service has affirmed the ratings of American International Group, Inc. (NYSE: AIG -- senior unsecured debt rating of Aa2), following the company's announcement of a $5.3 billion net loss for the fourth quarter of 2007. The net result includes significant unrealized market valuation losses on super-senior credit default swaps (CDS) on multi-sector collateralized debt obligations with subprime mortgage content. Moody's said that AIG's super-senior CDS have more moderate exposure to recent mortgage vintages than those of many other market participants, such that AIG's ultimate economic losses may be materially smaller than estimated market values would suggest. Nevertheless, the rating agency said that a material increase in market valuation losses and/or a realization of significant economic losses on this portfolio could lead to a downgrade of AIG's ratings. The rating outlook for AIG remains negative. AIG's fourth-quarter 2007 results included a $7.2 billion after-tax unrealized market valuation loss on supersenior CDS as well as $2.1 billion of after-tax realized capital losses, mainly from other-than-temporary impairment of investment securities. Also in the fourth quarter, AIG posted to its equity account $2.5 billion in after-tax unrealized depreciation of investments. All of these charges pertained largely to subprime mortgage exposures. Moody's changed AIG's rating outlook to negative from stable on February 12, 2008, based on the company's sizable exposure to the US subprime mortgage market, where credit quality and liquidity remain under pressure, along with the company's trend toward higher operating and financial leverage over the past few years. The rating agency noted that uncertainty surrounding the valuation of subprime mortgage exposures could add significant volatility to AIG's earnings and capital position over the near-to-medium term, thereby weakening the firm's financial flexibility to some extent. In addition to the super-senior CDS portfolio, Moody's is monitoring the residential mortgage-backed securities (RMBS) held by AIG's insurance subsidiaries, both directly and through securities lending activities. Moody's noted that AIG generally holds well diversified senior tranches within RMBS pools, such that the ultimate economic losses on these securities may be significantly smaller than current market values would suggest. Still, Moody's is concerned that market value fluctuations on RMBS could add volatility to the earnings and capital levels of specific insurance subsidiaries and to AIG as a whole. Other areas of potential volatility for AIG are the subprime and second-lien mortgage portfolios insured by the Mortgage Guaranty unit, as well as the subprime and non-prime mortgage loans held by the Consumer Finance unit. According to Moody's, AIG's ratings reflect its leading positions in many insurance markets, its broad business and geographic scope, its strong earnings and cash flows, and its excellent financial flexibility. These strengths are tempered by the intrinsic volatility in certain General Insurance and Financial Services businesses, by the significant volume of spread-based investment business in the Asset Management segment, and by the company's sizable exposure to the US subprime mortgage market. Moody's expects that AIG will maintain its strategic focus on insurance, with Financial Services accounting for no more than 20% of consolidated operating income. Moody's cited the following factors that could lead to a stable rating outlook for AIG: (i) improvements in standalone credit profiles of major operating units, (ii) continued strong group profitability, with returns on equity exceeding 15%, (iii) remediation of all material weaknesses in internal controls over financial reporting, and (iv) adjusted financial leverage (including pension and lease adjustments and excluding debt of finance-type operations and match-funded investment programs) comfortably below 20%. Moody's cited the following factors that could lead to a rating downgrade for AIG: (i) a decline in the standalone credit profile of one or more substantial operating units, (ii) a decline in group profitability, with returns on equity remaining below 12% over the next few quarters, (iii) a decline in financial flexibility, with adjusted financial leverage exceeding 20% or adjusted pretax interest coverage remaining below 15x over the next few quarters, or (iv) incremental subprime-related realized and/or unrealized after-tax losses exceeding $5 billion. 4 The last rating action on AIG took place on February 12, 2008, when Moody's changed the rating outlook to negative from stable. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG reported total revenues of $110.1 billion and net income of $6.2 billion for the year 2007. Shareholders' equity was $95.8 billion as of December 31,2007. For more information, please visit our website at www.moodys.com/insurance. 5 Credit Opinion (published March 18, 2008) Credit Opinion: American International Group, Inc. American International Group, Inc. New York, New York, United States Key Indicators American International Group, Inc. [1] Total Assets ($ Mil.) Equity ($ Mil.) Total Revenue ($ Mil.) Net Income ($ Mil.) Financial Leverage Earnings Coverage (1 yr.) Cashflow Coverage (1 yr.) 2007 $1,060,505 95,801 $ $ 110,064 6,200 $ 2006 $ 979,410 $ 101,677 $ 113,387 $ 14,048 2005 $ 853,048 $ 86,317 $ 108,781 $ 10,477 2004 $ 801,007 $ 79,673 $ 97,823 $ 9,839 2003 $ 675,602 $ 69,230 $ 79,601 8,108 $ 18.2% 6.5x 11.2x 16.5% 20.5x 9.1x 14.9% 21.0x 12.5x 15.7% 23.9x 13.7x 16.6% 19.6x 11.9x [1] Information based on consolidated GAAP financial statements. NB: Some financial leverage and coverage ratios have changed versus prior Moody's reports because of reclassification of portions of debt and interest between financial and operating amounts. SUMMARY RATING RATIONALE American International Group, Inc. (NYSE: AIG - senior unsecured debt rated Aa2, negative outlook) is a leading global insurance and financial services firm, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. Just over 40% of the company's 2007 revenues were derived from domestic (US) operations, with nearly 60% coming from other markets around the world. AIG's extraordinary diversification helps it to withstand challenges in particular business lines or geographic regions and to generate substantial earnings and capital over time. Moody's changed the rating outlook for AIG to negative from stable on February 12, 2008, based on the company's sizable exposure to the US subprime mortgage market, where credit quality and liquidity remain under pressure, along with the company's trend toward higher financial and operating leverage over the past few years. Moody's also changed the rating outlooks to negative from stable on several AIG subsidiaries (i) that have substantial exposure to the US subprime mortgage market, or (ii) whose ratings rely on significant explicit or implicit support from the parent company. The Capital Markets unit has written large notional amounts of super-senior credit default swaps (CDS) against multisector collateralized debt obligations (COOs) with subprime mortgage content. The CDS contracts are highly customized and illiquid, particularly in the current market, making it difficult to determine their fair value for financial reporting purposes. AIG's auditors have concluded that the company had a material weakness related to the valuation process as of December 31,2007. Moody's notes that AIG's multi-sector COOs have more moderate exposure to recent vintages than those of many other participants in this market, such that the ultimate economic losses may be materially smaller than estimated market values would suggest. Moreover, the internal control weakness appears to be narrow in scope and may be relatively easy for AIG to remediate. Nevertheless, a material increase in market valuation losses and/or a realization of significant economic losses on this portfolio could lead to a downgrade of AIG's ratings. AIG also faces volatility in connection with its investments in residential mortgage-backed securities, including subprime and Alt-A securities, a majority of which are held by AIG's US life insurance subsidiaries, both directly and through securities lending activities. AIG generally holds well diversified senior tranches within RMBS pools, such that the ultimate economic losses on these securities may be significantly smaller than current market values would suggest. Still, Moody's is concerned that market value fluctuations on RMBS could add volatility to the earnings and capital levels of specific insurance subsidiaries and to AIG as a whole. Other areas of potential volatility are the subprime and second-lien mortgage portfolios insured by the Mortgage Guaranty unit, as well as the subprime and non-prime mortgage loans held by the Consumer Finance unit. 6 Moody's has applied various market stress scenarios to AIG's subprime exposures over the past several months, with AIG demonstrating sufficient capital strength and earnings power to support the existing ratings. We will continue this process in the months ahead, incorporating our revised expectations for cumulative losses across different loan types. AIG's ratings reflect its leading market positions in all major business segments, its broad business and geographic scope, its historically strong earnings and cash flows, and its excellent financial flexibility. These strengths are tempered by the intrinsic volatility in certain General Insurance and Financial Services business units, by the significant volume of spreadbased investment business in the Asset Management segment, and by the company's sizable exposure to the US subprime mortgage market. Credit Profile of Significant Subsidiaries/Activities Domestic General Insurance (2007 revenues: $38.0 billion, 35% of consolidated total) The Domestic General Insurance segment encompasses the Domestic Brokerage Group (DBG), Transatlantic Holdings, Inc. (TRH), Personal Lines and Mortgage Guaranty. Moody's maintains Aa2 insurance financial strength (IFS) ratings (negative outlook) on eight members of DBG, reflecting DBG's position as the largest US writer of commercial insurance, its broad diversification and its expertise in writing large and complex risks. These strengths are somewhat offset by DBG's relatively high, albeit improving, gross underwriting leverage and its history of adverse loss development following the last soft market for property & casualty insurance. The DBG ratings incorporate a notch of uplift from the affiliation with AIG, which has a history of supporting these and other subsidiaries. Absent such support, the DBG members would have stand-alone ratings of Aa3. TRH, approximately 59% owned by AIG, is a holding company for Transatlantic Reinsurance Company (TRC), a leading US-based broker-market reinsurer with expertise in specialty casualty lines. TRC's Aa3 IFS rating (stable outlook) reflects its lead position on many treaties, relatively steady profitability and sound capitalization. These strengths are partly offset by competition from larger global reinsurers and by the inherent volatility of catastrophe exposed business. Moody's maintains Aa2 IFS ratings (negative outlook) on four members of AIG's Mortgage Guaranty unit, led by United Guaranty Residential Insurance Company (UGRIC). The ratings are based on the group's historically sound underwriting, strong lender relationships and explicit support from affiliates. Three of the companies are supported by net worth maintenance agreements from AIG plus excess-of loss reinsurance covers provided by a DBG member. The fourth company is supported by an unconditional guaranty from UGRIC. Absent such explicit support, these companies would have lower stand-alone ratings. The stand-alone credit profiles have been weakened by growing losses in the insured portfolios of subprime and non-prime first-lien and second-lien mortgage loans. Foreign General Insurance (2007 revenues: $13.7 billion, 12% of consolidated total) Foreign General Insurance consists of several property & casualty insurance agencies and underwriting companies offering commercial and consumer insurance through a range of marketing and distribution channels. The group operates in Asia, the Pacific Rim, the UK, Europe, Africa, the Middle East and Latin America, adapting to local laws and customs as needed. AIG UK Limited (AIG UK) is the group's flagship property & casualty insurer in the UK, having absorbed the UK business of a DBG company in December 2007. The Aa2 IFS rating (negative outlook) on AIG UK reflects its strong market position, healthy profitability and generally conservative investment strategy. Offsetting these strengths to some extent is the focus on commercial lines, which Moody's views as inherently more volatile than personal lines. The rating on AIG UK incorporates explicit and implicit support, including a net worth maintenance agreement from AIG and extensive reinsurance from affiliates. Absent such support, AIG UK's stand-alone rating would be Aa3. In 2006, AIG acquired Central Insurance Co. Ltd., a diversified non-life insurer in Taiwan with a solid market presence but a record of volatile operating results over the past few years. During 2007, AIG changed the company's name to AIG General Insurance (Taiwan) Co., Ltd. (AIG GI Taiwan), and merged the Taiwan branch of a DBG company into AIG GI Taiwan. Moody's upgraded the IFS rating of AIG GI Taiwan from Baa1 to A2 in July 2007 and to A 1 (stable outlook) in March 2008. With a stand-alone rating of A3, AIGGI Taiwan receives two notches of rating uplift from parental support in the form of financial flexibility, transfer of technical knowledge, management expertise and risk sharing. Domestic Life Insurance & Retirement Services (2007 revenues: $15.3 billion, 14% of consolidated total) Moody's maintains Aa1 IFS ratings (negative outlook) on seven members of the Domestic Life Insurance & Retirement Services segment, based on the group's multi-faceted distribution network, broad and varied product portfolio, and leading market positions in several products, including term life, universal life, structured settlements and certain classes of annuities. The ratings also reflect the strategic and financial benefits of AIG ownership, such as the AIG brand, cross- 7 selling arrangements, and common investment management and administrative services. These strengths are tempered by persistent competition in the mature US market for protection and savings products, and by the group's significant exposure to US subprime and Alt-A RMBS, held directly and through securities lending activities. Moody's maintains Aa2 ratings (negative outlook) on three SunAmerica companies that have booked substantial spreadbased investment business through the sale of GIC-backed notes to investors. In 2005, AIG shifted this activity to a new Matched Investment Program (MIP - now part of the Asset Management segment) and placed the SunAmerica GIC portfolio into runoff. Our Aa2 ratings on these companies reflect the heightened asset and liquidity risks associated with a runoff portfolio, although we believe that AIG is managing the runoff effectively. AIG also provides net worth maintenance agreements in support of the SunAmerica companies. Foreign Life Insurance & Retirement Services (2007 revenues: $38.3 billion, 35% of consolidated total) Foreign Life Insurance & Retirement Services encompasses international and local subsidiaries with operations in Europe, Latin America, the Caribbean, the Middle East, Australia, New Zealand and Asia, including extensive operations in Japan. The group sells products largely to indigenous persons through multiple distribution channels, including full-time and parttime agents, independent producers, direct marketing, brokers and financial institutions. Moody's maintains a Aa2 IFS rating (stable outlook) on American Life Insurance Company (ALlCO), based on its well established operations in more than 50 overseas markets (particularly in Japan, which accounts for about two-thirds of ALlCO's operating income), along with its favorable record of growing organically in existing markets and expanding into new markets. The rating also recognizes the company's strong brand name and distribution channels, healthy capitalization and consistent operating performance. These strengths are tempered by competition from local and foreign players in Japan, political risk in certain emerging markets, and ALlCO's relatively large exposure to affiliated investments, mainly AIG common stock. ALlCO's Japanese operations are complemented by those of AIG Edison Life Insurance Company (AIG Edison - IFS rating of Aa2, stable outlook) and AIG Star Life Insurance Co., Ltd. (not rated), giving AIG a strong and diversified presence in the Japanese life insurance market. The AIG Edison rating reflects the company's healthy profitability, solid capital base and diversified distribution channels, tempered by agent retention and business persistency rates that are below expectations for the rating level. The rating incorporates one notch of uplift from the close affiliation with ALiCO. Without such support, AIG Edison would have a stand-alone rating of Aa3. American International Assurance Company, Limited (not rated) and its affiliates, including American International Assurance Company (Bermuda) Limited (AIAB - IFS rating of Aa2, negative outlook), make up the largest and most diversified life insurance group in Southeast Asia. The rating on AIAB reflects its leading position in the life insurance market in Hong Kong, where it has garnered the largest market share and is supported by a strong brand name. The rating also recognizes the company's consistent operating performance, well established and efficient agency force, and healthy capitalization. These strengths are somewhat offset by the possible threat to AIAB's market position, given the intense competition in Hong Kong and Korea, by the challenge AIAB faces in its effort to broaden distribution channels, and by its exposure to affiliated investments, mainly AIG common stock. The AIAB rating incorporates one notch of uplift from the AIG ownership and support. Absent such support, the stand-alone rating would be Aa3. Financial Services (2007 revenues: -$1.3 billion, -1 % of consolidated total) The Financial Services segment engages in aircraft and equipment leasing, capital market transactions, consumer finance and insurance premium financing. The Aircraft Finance business, conducted by International Lease Finance Corporation (ILFC - senior unsecured debt rated A 1, stable outlook), is a global leader in leasing and remarketing advanced technology commercial jet aircraft. ILFC's ratings reflect its high-quality aircraft portfolio and solid relationships with aircraft manufacturers and airlines. Tempering this view is the cyclical nature of the business, as well as ILFC's sizable order position and residual value risk. The ratings incorporate AIG ownership and support, evidenced by capital contributions to ILFC totaling more than $1 billion since 2001. Absent such support, ILFC's ratings would be lower. The Capital Markets unit comprises the global operations of AIG Financial Products Corp. (AIGFP - backed long-term issuer rating of Aa2, negative outlook) and subsidiaries. AIGFP engages as principal in a variety of standard and customized financial products with corporations, financial institutions, governments, agencies, institutional investors and high net-worth individuals worldwide. This unit also raises funds through municipal reinvestment contracts and other private and public note offerings, investing the proceeds in a diversified portfolio of debt, equities and derivatives. The Aa2 ratings on AIGFP and several of its subsidiaries are based on general and deal-specific guarantees from AIG. AIGFP has substantial notional exposure to the US subprime mortgage market through super-senior COS and cash COOs, as noted above. 8 The Consumer Finance unit includes US operations conducted mainly by American General Finance Corporation (AGFC senior unsecured debt rated A 1, stable outlook) and international operations conducted by AIG Consumer Finance Group, Inc. (AIGCFG). AGFC's ratings are based on its strong US market presence, disciplined approach to the business and modest lift from the AIG relationship. Over the past decade, AGFC has focused its growth efforts on real estate secured loans, which accounted for about three-fourths of the loan portfolio as of year-end 2007. The portfolio, which includes meaningful levels of subprime and non-prime loans, has experienced some deterioration in credit quality along with the overall US housing sector, but AGFC's delinquency and charge-off rates remain within the company's target bands. We believe that AGFC's adherence to conservative underwriting standards will help the company to weather the housing market slump relatively well. Asset Management (2007 revenues: $5.6 billion, 5% of consolidated total) The Asset Management segment comprises a variety of investment related products and services for institutions and individuals worldwide. The group's main activities are spread-based investing, institutional asset management, brokerage services and mutual funds. The spread-based investment business, formerly conducted through the SunAmerica companies, is now conducted through AIG's MIP. The institutional asset management business, known as AIG Investments, provides a range of equity, fixed income and alternative investment products and services to AIG subsidiaries and affiliates, other institutional clients and high-net-worth individuals. The brokerage services and mutual funds operations provide broker/dealer services and mutual funds to retail investors, group trusts and corporate accounts through an independent network of financial advisors. Credit Strengths Credit strengths/opportunities of the group include: - One of the world's largest and most diversified financial service firms, with leading market positions in various business lines and countries - Historically strong earnings and cash flows across all major business segments - Excellent financial flexibility, although this has been weakened somewhat by earnings and capital volatility related to US subprime mortgage exposures Credit Challenges Credit challenges/risks include: - Intrinsic volatility in certain General Insurance and Financial Services business units - Significant volume of spread-based investment business within the Asset Management segment - Sizable exposure to the US subprime mortgage market through various business units and activities Rating Outlook AIG's rating outlook was changed to negative from stable on February 12, 2008, based on the company's sizable exposure to the US subprime mortgage market, where credit quality and liquidity remain under pressure. A material increase in market valuation losses and/or a realization of significant economic losses on this portfolio could lead to a downgrade of AIG's ratings. What Could Change the Rating - Up Given the current negative outlook, there is limited upward pressure on the rating; however, factors that could lead to a stable outlook include: - Improvements in stand-alone credit profiles of major operating units - Continued strong group profitability, with returns on equity exceeding 15% - Remediation of all material weaknesses in internal controls over financial reporting - Adjusted financial leverage (including pension and lease adjustments and excluding debt of finance-type operations and match-funded investment programs) comfortably below 20% What Could Change the Rating - Down Factors that could lead to a downgrade include: 9 - A decline in the stand-alone credit profile of one or more substantial operating units - A decline in group profitability, with returns on equity remaining below 12% over the next few quarters - A decline in financial flexibility, with adjusted financial leverage exceeding 20% or adjusted pretax interest coverage remaining below 15x over the next few quarters - Incremental subprime-related realized and/or unrealized after-tax losses exceeding $5 billion - A material shift in the company's strategic emphasis away from insurance (e.g., Financial Services accounting for more than 20% of consolidated operating income) Recent Results AIG reported total revenues of $110.1 billion and net income of $6.2 billion for 2007, as compared to $113.4 billion and $14.0 billion for 2006. AIG's 2007 results included a $7.5 billion after-tax unrealized market valuation loss on super-senior CDS as well as $2.8 billion of after-tax realized capital losses, mainly from other-than-temporary impairment of investment securities. These charges pertained largely to subprime mortgage exposures. Shareholders' equity was $95.8 billion as of December 31,2007. Capital Structure and Liquidity Moody's believes that AIG's financial flexibility has been weakened somewhat by the firm's exposure to the US subprime mortgage market and the related earnings and capital volatility, as reflected in the negative rating outlook. AIG's adjusted financial leverage has increased from 14.9% at year-end 2005 to 18.2% at year-end 2007. The company issued approximately $5.6 billion of junior subordinated debentures (Basket 0 hybrids) during 2007, using substantially all of the net proceeds to repurchase common stock. Moody's expects the company to keep its adjusted financial leverage below 20%. AIG's adjusted pretax interest coverage fell from 20.5x in 2006 to 6.5x in 2007, mainly because of the large subprimerelated charges in 2007 as well as the incremental interest expense on hybrid securities issued during the past year. Moody's expects this coverage to return to stronger levels over time, but notes that it could be subject to subprime-related earnings volatility in the near term. Moody's believes that AIG has sufficient liquidity - through dividends from diversified subsidiaries, external credit facilities and an intercompany credit facility - to service parent company obligations and to support subsidiaries as needed. The company generates strong operating cash flows on a consolidated basis, with yearly amounts averaging about $22 billion over the past three years. A majority of the cash flows pertain to insurance operations that are subject to regulatory limits on the payment of dividends to a parent company. Largely as a result of such regulations, approximately 81 % of the aggregate equity of AIG's consolidated subsidiaries was restricted from immediate transfer to the parent company as of year-end 2007. Still, barring a major disruption, the parent has access to approximately $18.2 billion (19% of consolidated equity at year-end 2007) from its subsidiaries during 2008. This amounts to 11.2x coverage of adjusted interest expense for 2007 - a level consistent with the rating category. AIG gets a portion of its funding through a $7 billion commercial paper program ($4.2 billion outstanding at year-end 2007). The commercial paper is issued through subsidiary AIG Funding, Inc. (AIG Funding) and guaranteed by AIG. The program is backed by external and intercompany credit facilities. External facilities include two syndicated bank revolvers totaling $3.75 billion, primarily to back commercial paper. One of these facilities ($2.125 billion) expires in July 2008 (with a one-year term-out option) and the other ($1.625 billion) expires in July 2011. AIG and AIG Funding also share a $3.2 billion bank facility expiring in December 2008 (with a one-year term-out option) which allows for the issuance of letters of credit with terms of up to eight years. As of December 31,2007, a majority of this facility was used for letters of credit, with the remaining $210 million available to back commercial paper. Finally, AIG has a $5.335 billion intercompany credit facility provided by several of its insurance subsidiaries, expiring in September 2008 (with a one-year term-out option). 10 PASTE Q-TOOL CHART HERE (Right-click, copy, and paste chart from Otools.): American International Group, Inc .. A;;3·~ .: A"r:··5· .: ,..::.:.:....." .........•.•......:.:..,...... :::.::, ..:.:.:.: ...........•. ........... ~a3~:3 E.=:.'~ .r.; - ."" -': .:-: '-".,:1:,:.::,'-;.: G3:3:;;::'-~:;: •.•.•.•.•.•.•. S&'P .•.•.•.•.•.•.• For:d C[6 .•.•.•. Eqlli~!, Discussion of a-Tools Outliers: (Provide brief discussion of any ratings gaps of 3 or more notches.) AIG's bond spreads and CDS levels have been hurt over the past year by market concerns over subprime mortgage exposures. 11 Stock Chart AMER INTL GROUP Splits:'" as of 7-Ma'::l-2008 80~~~--'-~--~~--'-~--~~--'-~--~~--~~~~--'--'--" /,;jV,\i\·· ~.;}\ . . . . . . ·)i/\j;f;,\>}""\'f\C!"''''t''l1 70 ....................... . :>~£='il'i~¥~jiii~lli"~fi;v~~ J 40 150.00 §100.00 r ·············································· ..................•.......................... Ii! .-t ~ ::::::: 50.00 O.OOb-~~w-~~__~~~m&~~~~-k~~~~~~~~ Cop~right 2008 Yahoo! Inc. http://finance.~ahoo.com/ Market capitalization: $114 billion Rating History Aaai Aa1 i Aa2 : ..................................... ;.............:.......................... :............. :. ...................................... . ...................................... . 04!'35 02!'36 1 2!'36 10m 08!'38 06!'39 04!D0 02!D1 1 2!D1 1 om 08!D3 06!D4 04!D5 02!D6 12!D6 1 om 12 Organizational Structure with Rated Entities Ownership Structure' American International Group, Inc. ("AIG") Domicile DE Business Segment Parent AIG Capital Corporation American General Finance, Inc. American General Finance Corporation ("AGFC") DE IN IN Fin Svcs Fin Svcs AGFC Capital Trust I Yosemite Insurance Company CommoLoco, Inc. International Lease Finance Corporation ("ILFC") DE IN Puerto Rico CA Fin Fin Fin Fin Svcs Svcs Svcs Svcs ILFC E-Capital Trusts I & II AIG Capital Trusts I & II AIG Financial Products Corp. DE DE Fin Svcs Funding for Parent Fin Svcs AIG Matched Funding Corp. DE Fin Svcs AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Limited AIG Life Holdings (US), Inc. ("AIG LHUS") AGC Life Insurance Company AIG Annuity Insurance Company AIG Life Insurance Company American General Life and Accident Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company American International Life Assurance Company of New York The United States Life Insurance Company in the City of NY American General Capital II American General Institutional Capital A & B AIG Liquidity Corp. AIG Program Funding, Inc. AIG Property Casualty Group, Inc. AIG Commercial Insurance Group, Inc. AIG Casualty Company AIU Insurance Company AIG General Insurance (Taiwan) Co., Ltd. American Home Assurance Company Transatlantic Holdings, Inc. DE DE France DE DE Bermuda Japan Bermuda TX MO TX DE TN TX TX NY NY DE DE DE DE DE DE PA NY Taiwan NY DE Fin Svcs Fin Svcs Fin Svcs Funding for Parent Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Transatlantic Reinsurance Company Commerce and Industry Insurance Company The Insurance Company of the State of Pennsylvania National Union Fire Ins Company of Pittsburgh, Pa. American International Specialty Lines Insurance Company New Hampshire Insurance Company United Guaranty Corporation United Guaranty Residential Insurance Company ("UGRIC") United Guaranty Commercial Insurance Company of NC United Guaranty Mortgage Indemnity Company United Guaranty Residential Insurance Company of NC AIG Retirement Services, Inc. SunAmerica Life Insurance Company ("SUC") NY NY PA PA AK PA NC NC NC NC NC DE AZ AIG SunAmerica Global Financing Trusts AIG SunAmerica Life Assurance Company DE AZ ASIFI & II ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company Caymans Jersey DE NY Rating Type LT Issuer Sr Unsec Debt Sr Unsec Shelf Subord Shelf Prfrd Shelf ST Issuer Support ST Debt LT Issuer Sr Unsec Debt ST Debt Bkd Tr Prfrd Stock AGFC G'tee Bkd ST Debt AGFC G'tee Sr Unsec Debt ST Debt Bkd Prfrd Stock ILFC G'tee Bkd Tr Prfrd Shelf AIG G'tee Bkd LT Issuer AIG G'tee Bkd ST Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd ST Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd ST Debt AIG G'tee IFS IFS Bkd Sr Debt AIG Agmt AIG G'tee Domes Life Ins & Ret Svcs Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS AIG Agmt Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS AIG Agmt Domes Life Ins & Ret Svcs IFS Funding for AIG LHUS Bkd Tr Prfrd Stock AIG G'tee Funding for AIG LHUS Bkd Tr Prfrd Stock AIG G'tee Fin Svcs Bkd ST Debt AIG G'tee Funding for Parent Bkd Sr Debt AIG G'tee Domes Gen Ins Domes Gen Ins Domes Gen Ins IFS Domes Gen Ins IFS Frgn Gen Ins IFS Domes Gen Ins IFS Domes Gen Ins Sr Unsec Debt Sr Unsec Shelf Subord Shelf Domes Gen Ins IFS Domes Gen Ins IFS Domes Gen Ins IFS Domes Gen Ins IFS Domes Gen Ins IFS Domes Gen Ins IFS Domes Gen Ins Domes Gen Ins IFS AIG Agmt Domes Gen Ins IFS AIG Agmt Domes Gen Ins Bkd IFS UGRIC G'tee Domes Gen Ins IFS AIG Agmt Bkd Sr Debt AIG G'tee Asset Mgmt Bkd IFS AIG Agmt Bkd ST IFS AIG Agmt Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd IFS AIG Agmt Bkd ST IFS AIG Agmt Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd IFS AIG Agmt Bkd ST IFS AIG Agmt American International Underwriters Overseas, Ltd. Bermuda AIG UK Limited UK Frgn Gen Ins American Life Insurance Company DE FrQn Life Ins & Ret Svcs • Listing Order mdlcates mam ownership stake (or sponsorship m the case ot trustS), not necessanty 100% ownership. IFS IFS AIG Agmt SA Public Rec Current Rec Rating Rating Rating Outlook Outlook Aa2 Aa3 Negative Stable Aa2 Aa3 (P)Aa2 (P)Aa3 (P)Aa3 (P)A1 (P)A1 (P)A2 P-1 P-1 P-1 A1 A1 P-1 A3 P-1 A1 A1 P-1 A3 Stable Stable Stable Stable Stable Stable P-1 A1 P-1 A3 (P)Aa3 Aa2 P-1 Aa2 P-1 Aa2 Aa2 Aa2 P-1 P-1 A1 P-1 A3 (P)A1 Aa3 P-1 Aa3 P-1 Aa3 Aa3 Aa3 P-1 Stable Stable Stable Stable Stable Negative Negative Stable Stable Stable Negative Stable Negative Negative Negative Stable Stable Stable Stable Stable Aa3 Aa3 Aa2 Aa2 Aa2 Aa2 Aa2 Aa3 Stable Stable Negative Negative Negative Stable Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa1 Aa3 Aa3 P-1 Aa2 Aal Aal Aal Aal Aal Aal Aal A1 A1 P-1 Aa3 Negative Negative Negative Negative Negative Negative Negative Negative Negative Stable Negative Aa3 Aa3 A3 Aa3 A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa2 Aa2 A1 Aa2 A2 (P)A2 (P)A3 Aa3 Aa2 Aa2 Aa2 Aa2 Aa2 Aa2 Aa2 A1 Aa2 A2 (P)A2 (P)A3 Aa3 Aa2 Aa2 Aa2 Aa2 Aa2 Aa3 Aa2 Aa2 Aa2 Aa2 Aa2 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 Aa2 Aa2 Aa3 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 A2 A2 A3 Aa3 Aa2 Note: Ratings marked in italics may need input from the lead analyst and/or a separate ReM 13 Negative Negative Negative Negative Negative Negative Negative Stable Stable Stable Stable Negative Negative Negative Negative Stable Stable Negative Negative Stable Stable Stable Negative Negative Negative Negative Negative Stable Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Stable Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Stable Stable Weighted Average Stand-alone Rating (:>Mil.) Pretax Operating Income by Segment YTD YTD 9/30/2007 9/30/2007 Rated Not Rated % Rated % SA SA Public Rated of Total of Rated Rating Rating Rating General Insurance 5,662 5,662 5,662 29.9% 39.6% Aa3 4 Aa2 Transatlantic Holdings, Inc. Domestic Brokerage Group 508 508 508 2.7% 3.5% Aa3 4 Aa3 Personal Li nes 252 252 301 1.6% 2.1% Aa3 4 Aa2 24 24 0.1% 0.2% A3 7 A1 1,291 1,291 6.8% 9.0% Aa3 4 Aa2 Aa1 Mortgage Guaranty' Total Domestic ·289 301 6,133 6,723 AIG General Insurance (Taiwan) Co., Ltd. AIG UK Limited Other Foreign General Total Foreign Other /Eliminations Total General Insurance 252 1,069 2,383 1,069 2,383 ·5 ·595 8,511 8,511 -595 Life Insurance B: Retirement Services Domestic Life Insurance 774 774 Domestic Retirement Services 1,452 1,452 Total Domestic 2,226 2,226 American Life Insurance Company AIG Edison Life Insurance Company Japan and Other 2,753 American Life Insurance Company 2,226 887 11.7% 15.6% Aa1 2 887 4.7% 6.2% Aa2 3 Aa2 1,140 1,140 6.0% 8.0% Aa3 4 Aa2 2,027 444 444 2.3% 3.1% Aa2 3 Aa2 1,028 1,028 5.4% 7.2% Aa3 4 Aa2 3.3% 4.4% A3 7 A1 0.9% 1.3% A2 6 A1 75% 100% Aa3 3.8 American Int'I Assurance Co. (Bermuda) Limited Asia 1,921 1,471 Other Foreign Total Foreign 4,674 4,674 Total Life Insurance B: Retirement Services 6,900 6,900 1,176 1,176 Financial Services Aircraft Leasing 625 625 Capital Markets 183 183 Consumer Finance 180 180 20 20 1,008 1,008 Other Total Financial Services 625 183 180 20 Asset Management Spread· based Investment Business I nstitutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management Total Pretax Segment Operating Income Other/Eliminations Consolidated Pretax Operating Income 759 759 759 1,406 1406 1406 376 376 376 2,541 2,541 18,960 18,960 ·1,581 ·1,581 17,379 17,379 14,315 Weighted Average Stand-alone Rating * Mortgage Guaranty weighted based on earnings in prior-year period 14 4,645 Summary of Reported and Modeled Losses AIG Mortgage Related Losses/Writedowns 402007 Pretax After-tax ($ Bins) Unrealized market valuation losses on AIGFP's super-senior CDS portfolio Net realized capital losses * Operating losses at United Guaranty Totals through IS Unrealized depreciation of investments Totals through IS & BS * Market severity OTT I included above Italicized amounts estimated by BB 102008 Pretax After-tax 40 & 10 Totals Pretax After-tax 11.1 2.6 0.3 14.0 3.9 17.9 2.2 7.2 1.7 0.2 9.1 2.5 11.6 9.1 6.1 0.4 15.6 10.8 26.4 4.0 5.9 3.9 0.3 10.1 6.9 17.0 20.2 8.7 0.7 29.6 14.7 44.3 6.2 12 mos 12/31/2006 113.4 21.7 14.0 979.4 101.7 9mos 913012007 91.6 17.4 11.5 1,072.1 104.1 3mos 12/31/2007 18.4 -8.4 -5.3 1,060.5 95.8 -8.3 -8.0% 12 mos 12/31/2007 110.1 8.9 6.2 1,060.5 95.8 3mos 313112008 13.1 5.6 0.5 19.2 9.4 28.6 Where reported IS IS IS BS AIG Consolidated Financial Highlights ($ Bins) Revenues Pretax income Net income (loss) Total assets Shareholders' equity Change in equity vs 9/30/2007 ($) Change in equity vs 9/30/2007 (%) -7.8 79.7 -24.4 -23.4% S ummary resu It so f AIG COO & RMBS s t ress es ts (Ch'rlS Mann s mo d eI) Total exposures ($ mlns) COO notional as of Sept. 30, 2007 RMBS par as of Dec. 31, 2007 Modeled losses RMBS losses grossed up* 0 460 580 50 1,372 1,731 65,421 75,276 Base case (15% losses on 2006 subprime first-lien) COO RMBS Stress case (21% losses on 2006 subprime first-lien) COO RMBS Extreme stress case (24% losses on 2006 subprime first-lien) COO 211 RMBS 2,047 2,582 * RMBS losses grossed up by 75.3/ (75.3 - 15.6) to account for the $15.6 bin of securities not found in Moody's system. AIG RMBS Portfolio as of March 31, 2008 Expected losses modeled by RMBS team (Greg Bessermann) Book ($ Mlns) Par value RMBS excluding Agencies 73,003 67,784 Agencies 14,500 82,284 Total RMBS Modeled portion Of which: Reviewed in 2008 Not reviewed in 2008 46,583 Not modeled 26,420 Market value 56,778 14,900 71,678 42,382 4,202 15 Markdown to date ($) -16,225 Markdown to date (%) -22.2% Modeled losses ($) Modeled losses (%) -805 -1.7% Feedback on European regulatory capital portfolio AIGFP provided data on its super-senior COS portfolio designed to provide regulatory capital relief to European banks. As of March 31,2008, this portfolio consisted of about 75 deals with total notional exposure of $336 bin. Underlying assets are mostly corporate loans and residential mortgages but also include derivative contracts, leveraged loans, SME(?) and trade receivables. AIGFP's average attachment point is just over 20%. Our structured finance colleagues in London (Guillaume Lucien-8augas, Tony Parry) reviewed the portfolio and provided the following feedback: The portfolio of senior exposures from AIG is in good shape. The COO positions would all be classified in our lowest concern assets for haircut purposes which corresponds to "strong shape, no credit issues, but illiquidity discount due to market conditions". We would apply (for the time being, but this has not been committeed) a 6% haircut for MTM reasons to the COO positions. These haircuts are due only to MTM movements and are useful to estimate potential writedowns when the securities are held in trading books. The RMBS positions would warrant haircuts of between 4% and 6%. There are no widespread rating actions on these asset classes in Europe right now. The 6% MTM haircut is intended for ordinary Aaa tranches, and not for the full breadth of the super-senior positions of AIGFP. Upon further discussion, Guillaume suggested that a reasonable preliminary estimate for the portfolio MTM haircut would be $5 - $10 bin. AIGFP asked two of its banks to estimate the market value of this portfolio and they responded as follows: • • One bank regarded the portfolio as strictly providing reg cap relief and estimated the portfolio MTM haircut as $750 min. The other bank regarded the portfolio as providing both a reg cap and an economic benefit and estimated the portfolio MTM haircut as $5 bin. AIGFP notes that counterparties either terminated or delivered termination notices on ~20 reg cap transactions during 1008, reducing the number of outstanding deals from ~95 to ~ 75. Several terminations involved contractual exit fees paid to AIGFP by counterparties and none of the terminations involved payments to counterparties by AIGFP. These terminations were a key factor supporting AIGFP's contention that close-out values in this portfolio are generally zero (resulting in no MTM loss and no related liability). We believe that the ultimate economic losses on this portfolio will be minimal. Bank analysis of multi-sector COO portfolio As part of its due diligence for AIG's capital raising plan, JP Morgan reviewed AIGFP's multi-sector COO portfolio of super-senior CDS. JP Morgan looked at just under half of the transactions and extrapolated to develop MTM and expected loss numbers. The bank's cumulative MTM estimate is $25 - $30 bin, versus about $20 bin of pretax unrealized market valuation losses booked by AIGFP to date. The bank's economic loss estimate is $9 - $11 bin, versus AIGFP's stress case loss estimate of $1.25 - $2.4 bin. The JP Morgan estimates will be disclosed in AIG's financial statements. 16 AIG Response to MBS/CDO/FG Survey ISummary MBS/CDO/FG Holdings Holdings ($ millions) CMBS Prime - Non Agency 1st lien RMBS Prime - Non Agency 2nd lien RMBS Alt A RMBS (1 st or 2nd lien) Subprime 1st lien RMBS Subprime 2nd lien RMBS HELOC RMBS Home equity/Closed end 2nd lien RMBS Market Value 22,998.8 I 21,072.9 850.1 24,892.2 21,189.1 Amortized Cost 23,918.0 I 21,551.7 955.1 26,616.4 24,073.6 - - 1,861.5 1,989.0 - - COO with subprime/Alt A exposures COOA2 with subprime/Alt A exposures Financial Guarantor direct exposure * Financial Guarantor wrapped investments** 38.51 I 56.61 I Investment % Total Invest. 3% Investment % of Equity 25% 3% 0% 4% 3% 0% 0% 0% 22% 1% 28% 25% 0% 2% 0% 0% 0% 0% 0% 0% 6% 0% 44% 693,004.0 688,123.0 Total cash and investments Shareholders' equity 95,801.0 95,801.0 * Represents amortized cost and fair value related to $58MM in bonds and $136MM notional of COS exposure. ** We recognize that this exposure may already be included in the lines above, but request you to identify it separately here 17 Moody's Test 1: Fail (amortized cost of at-risk assets> 20% of equity) At risk investment % of Equity AIG Inc. x FP Munich Re America Corp Allstate CNA Financial Corporation XL CONSOLIDATED Industry HIG Selective Insurance Group, Inc Oil Insurance Limited Max Capital Ltd. Flatiron Re Ltd. PMA Capital Endurance Transatlantic Holdings Inc Nationwide Group Infinity P&C Group AXIS Capital Limited Safety National Casualty Corp Progressive Home CDOA2 with AltA RMBS Subprime Subprime equity/Close CDOwith (1 st or 2nd 1st lien 2nd lien HELOC subprime/Alt subprime/Alt Grand d end 2nd lien) RMBS RMBS RMBS lien RMBS A exposures A exposures Total 28% 25% 2% 0% 0% 0% 55% 0% 52% 32% 21% 0% 0% 0% 0% 0% 16% 4% 27% 6% 0% 0% 0% 0% 1% 24% 12% 5% 0% 6% 0% 0% 23% 10% 11% 1% 0% 0% 0% 0% 18% 1% 0% 0% 0% 8% 8% 0% 17% 2% 13% 1% 0% 0% 0% 0% 1% 1% 10% 0% 8% 0% 0% 0% 10% 1% 0% 0% 0% 5% 3% 0% 1% 1% 0% 0% 8% 3% 3% 0% 1% 0% 0% 0% 6% 5% 0% 0% 1% 0% 0% 0% 5% 5% 0% 0% 0% 0% 0% 5% 5% 0% 0% 0% 1% 0% 0% 0% 5% 5% 0% 0% 1% 0% 0% 0% 5% 3% 0% 0% 2% 2% 0% 0% 0% 5% 0% 0% 4% 2% 0% 0% 0% 3% 0% 0% 4% 2% 2% 0% 0% 0% 0% 0% 4% 1% 0% 0% 0% 3% 0% 0% Moody's Test 2: Pass (potential incremental haircut> 10% of equity) Further market value haircut % of Equity HIG Munich Re America Corp PMA Capital XL CONSOLIDATED Allstate Progressive AIG Inc. x FP CNA Financial Corporation Endurance Industry Selective Insurance Group, Inc Max Capital Ltd. Oil Insurance Limited Flatiron Re Ltd. AXIS Capital Limited ACE Ltd Chubb Nationwide Group Penn National Arch Alleghany Consolidated Haircut Tot -5% -3% -3% -3% -3% -2% -2% -2% -2% -1% -1% -1% -1% -1% -1% -1% -1% -1% -1% -1% -1% 18 AIG 1008 Earnings Preview Call (notes by BB, WE) April 30, 200S AIG participants Steve Bensinger, CFO Bill Dooley, SVP - Financial Services Bob Gender, Treasurer Elias Habayeb, CFO - Financial Services Bob Lewis, Chief Risk Officer Kevin McGinn, Chief Credit Officer Richard Scott, Head of Fixed-income Investments Teri Watson, Rating Agency Relations Moody's participants Bruce Ballentine Laura Bazer Ted Collins Wally Enman Shachar Gonen Alan Murray Sarah Hibler Robert Riegel I. Overview of 1008 results After-tax amounts - $ bins Net loss (7.S) Normal quarterly adjustments: Net realized capital losses FAS 133 losses Adjusted net loss (3.9) [pretax (6.1)] .&lli (3.6) Additional adjustment: Unrealized MTM loss on CDS ~ Adjusted net income excl CDS MTM [pretax (9.1)] 2.3 The adjusted net income (excl CDS MTM) of $2.4 bin was below the normal run rate partly because partnership income dropped to - 0 in 1OOS versus -$1 bin in 1007. AIG expects volatility in this area, with long-term returns in the range of 10-20%. Partnership income was relatively strong in 2007, with returns approaching 20%. Pretax operating income highlights - $ mlns General Insurance 1,600 2,500 Life Insurance & Retirement Services Asset Management 150 Financial Services 11 AGF ILFC - did not discuss AIGFP - mainly the CDS MTM above [incl u/w income of 400, UGC loss of (350)] The company also booked a FIN 4S reserve of $577 min on AIGFP tax preference transactions. There have been IRS rulings against such transactions (not against AIG) and the company received an IRS notice about this activity. II. AIGFP CDS portfolio Pretax amounts - $blns Unrealized MTM loss (9.1) Consisting of: Multi-sector COOs (S.O) 19 Corporate arbitrage Regulatory capital (0.9) (0.2) [versus ($226 min) in 4007] [actually ($174 min)] Cumulative pretax MTM losses on this portfolio now exceed $20 bin. The valuation methods used at the end of 1008 were largely the same as those used at YE 2007. Multi-sector COOs Transaction values are based on a combination of the modified BET and direct quotes from counterparties/dealers. The modified BET uses prices on securities in underlying collateral pools to calculate the NAV of pools and of the super-senior tranche. AIGFP obtained quotes on -70% of the underlying pool assets. AIGFP compares the BET results to direct counterparty/dealer quotes with respect to the super-senior tranches (typically 1-2 quotes per transaction). AIGFP adjusts the BET result down if the quote is lower but does not adjust the BET result up if the quote is higher. Corporate arbitrage Transaction values are based mainly on iTraxx indices, which widened materially in March but have since recovered to some degree. AIGFP's notional exposure in this area is down from -$70 bin at YE 2007 to -$57 bin at the end of 1008. Regulatory capital Counterparties either terminated or delivered termination notices on -20 reg cap transactions during 1008, reducing the number of outstanding deals from -95 to -75. Several terminations involved contractual exit fees paid to AIGFP by counterparties and none of the term inations involved payments to counterparties by AIG FP. These term inations were a key factor supporting AIGFP's contention that close-out values in this portfolio are generally zero (resulting in no MTM loss and no related liability). The modest MTM loss of $174 min in this area pertains to a portion of the portfolio (notional amount of $5.7 - $5.9 bin) where AIGFP has exposure below the senior-most tranche. The underlying collateral pools of the reg cap portfolio have experienced minimal losses. Stress testing on multi-sector COOs AIGFP has run two types of stress tests on its multi-sector COO book. The first matches what did at YE 2007 and applies specific losses/haircuts to subprime RMBS, Alt-A RMBS and ABS COOs in the collateral pools, based on ratings and vintages. Under this test, AIGFP's stress case loss increased from $903 min at YE 2007 to $1.26 bin at the end of 1008, mainly because of rating downgrades affecting the underlying securities/COOs. The second type of stress test incorporates loss distributions on certain underlying mortgages based on actual loss experience observed to date, including deterioration on 2H05-vintage loans that exceed previous expectations. This approach results has produced a stress case loss of just under $2 bin. Steve Bensinger noted that the market tone surrounding this portfolio seems to have improved in the latter half of March and in April, although the company has not attempted to value the portfolio beyond March 31 because of the substantial effort involved. III. Investment portfolio Income statement - pretax amounts - $blns Net realized capital losses (6.1) [after-tax (3.9)] Of which: OTTI (5.5) Of which: Market severity related Credit related Shifting portfolio (4.0) (0.2) (0.8) [versus (2.2) in 4007] [changes in intention to hold bonds to maturity] The remaining losses are mostly related to EITF 99-20 (cash flow testing on ABS rated below Aa) or FX. The main driver of the market severity charge is AIG's practice of writing down any security where MV drops below 60% of BV for any period of time. Balance sheet - after-tax amount - $blns To AOCI: Unrealized depreciation on investments (6.9) [pretax (10.8)] 20 The unrealized depreciation relates mostly to RMBS. AIG's equity account now reflects more than $14 bin in after-tax reductions related to the investment portfolio. Deterioration in Alt-A The gulf between market and economic values of AIG's RMBS continued to widen during 1008, with Alt-A securities as a major driver of the MV deterioration. Many Aaa-rated Alt-A securities were valued below Aaa-rated subprime securities at quarter-end. Alt-A securities have recovered somewhat since the end of the quarter. Stress testing on RMBS portfolio AIG has modeled expected outcomes and stress scenarios on its RMBS portfolio. One of the severe stress scenarios, developed by Lehman, includes such assumptions as: (i) nearly 30% cumulative losses on '06 and '07 vintage subprime loans, (ii) all loans that are presently delinquent default, (iii) 20% of '07 vintage jumbo loans default, (iv) 50% loss severity on defaulted first-lien loans, (v) 80% of second-lien loans default with 100% severity. Under this severe stress case, AIG experiences ultimate losses of $4 bin on its RMBS portfolio. Under the company's expected case, ultimate losses are $500 min. Both of these loss estimates are well below the approximate $16 bin of MTM impact (realized losses - mostly OTTI - and unrealized depreciation on the RMBS portfolio. Ratings migration in RMBS portfolio (excl Agencies) - $blns 74.0 Total par value 65.5 Rated Aaa at purchase 60.5 [<10% downward migration] Rated Aaa at end of 1008 -2 Rated <Baa at end of 1008 Rated <A at end of 1008 -4 Further downgrades in this portfolio since the end of 1008 have been minimal. The portfolio is amortizing at a rate of about $2 bin per quarter and AIG is keeping the proceeds in cash. Support for life subsidiaries involved in sec lending AIG has an agreement to reimburse life subsidiaries that experience losses on their sec lending invested collateral, which accounts for a large portion of AIG's RMBS portfolio. The agreement pertains only to cash losses (e.g., upon sale) and not MV declines or OTTI. Nevertheless, AIG will review the capital positions of all subsidiaries and make contributions where needed. The company will provide estimated RBC ratios for the life companies as of the end of 1008. IV. Balance sheet Shareholders' equity has fallen to -$79.7 bin at the end of 1008, versus $95.8 bin at YE 2007, $104.1 bin at the end of 3007 and $101.7 bin at YE 2006. Included in these numbers are -$5 bin of share repurchase activity over the past year. V. Capital raising At the time of its earning announcement on the afternoon of May 8, AIG will announce a plan to raise $12.5 - $15.0 bin of capital in three components, as follows: Capital raising plan - $blns 1. Common stock 2. Mandatory convertible 3. Hybrids (junior subord) 2.5 - 4.0 4.0 - 6.0 Up to 5.0 [Basket D, multi-tranche, 3-year conversion] [Basket D, institutional market in US & Europe] AIG will begin pre-marketing these securities next week, subject to confidentiality agreements. The company hopes to launch (1) and (2) by Friday, May 9, and price by Mon-Wed, May 12-14. AIG sees the market for (3) as more volatile than for (1) or (2). The company hopes to launch (3) by May 9 or May 12-13 and price soon after. Back-up plans for (3) include tapping the retail or preferred markets. AIG will keep proceeds of these offerings at the holding company, giving it flexibility to support operating units as needed. The company estimates that its adjusted financial leverage will increase to about 20% at the end of 1008 (before capital raising), versus 18.3% at YE 2007. The company projects that the ratio will decline to -17.3% by YE 2008. 21 AIG's Capital Raising Plan r p s d pital Ian Undervvriters:Citi &. JPfvlorqan '"' Trf.,nci1e Size {Stn) C:ClmrnCtn StCJck $2.0 - ,,; G (n89:s1i3ri3d) !,,'lnndntorv Cc:nverUbk, ~ 8! US Dolif:H· i nstltutiona 1 [}::~cnunt Launch :3ize {Sbn) $2'.5 to mm\et p·ric8 S4 0 - :}G (ReQ~steredj Hybri,] lndcal:ve Pdcin9 Ranr}8 7 "7:~ - g 2.:,)J:,'Q is - 22'~{: u~s: a.so E~ .O[r~:·~ (a~~gf:3.gatf:·) Euro: .s. 75 9 Eur()p·e{~n in stitationtll {-144a) ~ [)ee;) ~ A~J~HTlX S5!.G premiun: LJp to $5.0 c.>:ecunon g 8 Ris~~s / Conside,-at~ons rnrirkel C;;}Pt1f:!ty P,-ice. risk ,·eiJardinr; to A!e.;·", story i op8futnq p8rl'or,-nzmce Uppe:- end of mnrket r:tlP,:~dty ::~on12 pri::c.e nSt\ to n:~:hie;1/8 ~!~:ze- in t~ v:j8.ah ::nark·ei. g HernDi'keUilQ requirecl in yeo~ 2; to f:Kh,eVe ttl>; deduclibHt/ TrEl::ieo'if t:-et\:veen pren:iurr:: finil CGupon 8 20 - 24%, premiurn 8 Cf':D )each~eved \vith 25 t)PS higne,- to $5.0 ~ (~~:)pacHy rfsk rB!ate:d t~) QeneraHy \tci:atHe rna:ket condHio:ns for {aggn::'g':;j!E' }:nstHutoncd hybrid tn:H'rSilctions 8 He:9t1bneclr"i'3k to Ew·openn 1ranche 8yecut!on in pa:-tcu!ar may n::;quire i'e·i:anc's on aih::n:ative· nK'jrh3ls g US re.t.::d mart<e.t up to 'Yl.Sbn !yovide.:~ p~lftial . shuck L.~p u:bs. orbe(: :~ .'~.t t.~Jn{{:b~2 C(f:>1.:. inC-CiTli.:; cap:tal AH3 CFHl iT,~':'l::: (;;)n5klBr[~tdy de .. ~tsk the fj:>~e{j b\i r'~Fs,U!nq a~,innle tranche D[=:;D Dif8;~~n~~ i\pprox Total cGu!y)n $11.0 - $.15.0bn S12.5bn S~ 2'5: :,(::1, .' -/<:3ilf fo;- c~ S5bn off':Ying AIG Financial Leverage and Fixed-Charge Coverage Leverage and Coverage Adjustments Company: American International Group, Inc. Financial Leverage Unadjusted debt ($ mil) Adjusted debt ($ mil) Unadjusted equity ($ mil) Adjusted equity & minority interest ($ mil) Unadjusted debt % capital Adjusted debt % capital TIM Pro forma Pro forma 12/31/2008 313112008 2007 2006 2005 2004 2003 24,774 93,086 118,441 24,461 79,703 97,558 176,049 23,719 95,801 106,205 64.8% 148,679 19,638 101,677 99,372 59.4% 109,849 14,467 86,317 82,367 56.0% 96,899 13,705 79,673 73,600 54.9% 80,349 12,544 69,230 63,147 53.7% 18,631 10,527 9,688 1,625 1.9x 28,672 22,781 6,951 1,112 4.1x 20,886 15,910 5,673 758 3.7x 19,128 15,276 4,427 638 4.3x 16,135 12,493 4,219 638 3.8x 81% 18,202 1 90% 10,168 1 89% 9,495 1.7x 89% 8,764 89% 7,615 1 Earnings Coverage of Interest & Prfrd Divs Unadjusted EBIT ($ mil) Adjusted EBIT ($ mil) Unadjusted interest & preferred dividends ($ mil) Adjusted interest & preferred dividends ($ mil) Unadjusted earnings coverage (x) Adjusted earnings coverage (x) Adjusted earnings coverage (x) - 5-yr avg 23,920 2,555 Dividend Ca~acit:l Coverage of Int & Prfrd Divs Portion of equity not immediately available (%) Unrestricted subsidiary dividend capacity ($ mil) Unadjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) - 5-yr avg 81% 18,202 Goodwill Ex~osure Goodwill ($ mil) Goodwill % equity Balance Sheet In~uts ($ mil) Total assets Unadjusted debt Operating debt Financial debt Minority interest Unadjusted equity "Yes" if life investments> 50% total investments Net unrealized investment appreciation Income Statement In~uts ($ mil) Total revenue Unadjusted interest expense Operating interest expense Financial interest expense Income tax expense Minority interest expense Net income Preferred dividends 9 31,252 10,835 93,086 Yes -2,596 23,439 10,835 79,703 Yes -2,596 1,060,505 176,049 153,519 22,530 10,422 95,801 Yes 4,375 979,410 148,679 134,221 14,458 7,778 101,677 Yes 10,083 853,048 109,849 100,371 9,478 5,124 86,317 Yes 8,348 801,007 96,899 88,056 8,843 4,831 79,673 Yes 10,326 675,602 80,349 72,376 7,973 3,547 69,230 Yes 9,071 110,064 9,688 8,361 1,327 1,455 1,288 6,200 0 113,387 6,951 6,110 841 6,537 1,136 14,048 0 108,781 5,673 5,175 498 4,258 478 10,477 0 97,823 4,427 4,041 386 4,407 455 9,839 0 79,601 4,219 3,817 402 3,556 252 8,108 0 TTM pro forma inputs as of 3/31/2008: • • • • Adjusted debt, unadjusted equity and adjusted equity estimated by AIG Adjusted EBIT based on 2006 amount plus 5% Adjusted interest and preferred dividends based on 2006 amount plus ($6 bin x 8%) plus ($5 bin x 9%) to reflect fixed charges associated with hybrids Unrestricted dividend capacity and goodwill carried over from 2007 Leverage and Coverage Adjustments Company: American International Group, Inc. Pension Adjustments ($ mil) Assumed borrowing rate (%) Assumed tax rate (%) Projected benefit obligation (end of year) Fair value of plan assets (end of year) Pension asset recorded Pension liability recorded Debt adjustment Shareholders' equity adjustment Interest expense adjustment Lease Adjustments ($ mil) Assumed debt multiplier (x) Rent expense Debt adjustment Interest expense adjustment EBIT adjustment Other Adjustments ($ mil) Hybrid securities #1 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Hybrid securities #2 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Lloyd's LOCS TIM Pro forma Pro forma 12/31/2008 313112008 2007 2006 2005 2004 2003 4,901 4,901 5% 35% 4,901 4,657 41 41 41 52 4,481 3,260 703 807 1,221 -726 61 4,126 2,871 523 888 1,255 -579 63 3,950 2,715 566 941 1,235 -559 62 771 4,626 257 257 771 4,626 257 257 6x 771 4,626 257 257 657 3,942 219 219 597 3,582 199 199 568 3,408 189 189 524 3,144 175 175 191 Mezzanine A 191 0 186 Mezzanine A 186 0 199 Mezzanine A 199 0 192 Mezzanine A 192 0 5,899 Debt D 1,475 4,424 100 Mezzanine A 100 0 5,809 Debt D 1,452 4,357 14,267 874 65,447 67,881 -567 5,517 100 153,519 5,468 72 67,048 59,277 -459 2,715 100 134,221 0 0 47,274 52,272 -474 1,199 100 100,371 0 0 41,614 45,736 -180 786 100 88,056 0 0 32,941 38,990 -181 526 100 72,376 6.0% 6.1% 5.4% 4.9% 5.5% 3.5% 5.0% 2.9% 5.6% 15,899 Debt D 3,975 11,924 O~erating Debt Detail ($ mil) MIP matched notes and bonds payable Series AIGFP matched notes and bonds payable AIG-guaranteed borrowings of AIGFP Non-guaranteed borrowings of fin svcs, invest & other Less borrowings of insurance operations CP issued by AIG Funding on behalf of AI Credit et al. Hybrid securities issued by ILFC Total operating debt Im~lied Interest Rate On total debt (%) On financial (non-operating) debt (%) 24 Liquidity Risk Assessment: AIG Funding, Inc. (published March 18, 2008) AIG Funding, Inc. (AIG Funding) has a Prime-1 rating on its $7 billion authorized commercial paper program, based on the unconditional and irrevocable guarantee from the parent company, American International Group, Inc. (NYSE: AIG senior unsecured debt rated Aa2, negative outlook; short-term issuer rating of Prime-1). AIG is a leading global insurance and financial services firm, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG Funding, a wholly-owned finance subsidiary, issues commercial paper to meet the short-term cash needs of AIG and certain subsidiaries. Moody's believes that AIG has sufficient liquidity - through dividends from diversified subsidiaries, external credit facilities and an intercompany credit facility - to service parent company obligations and to support subsidiaries as needed. The company generates strong operating cash flows on a consolidated basis, with yearly amounts averaging about $22 billion over the past three years, although payments of dividends by insurance subsidiaries to the parent company are subject to regulatory restrictions. Largely as a result of such regulations, approximately 81 % of the aggregate equity of AIG's consolidated subsidiaries was restricted from immediate transfer to the parent company as of year-end 2007. This suggests that, barring a major disruption, the parent has access to approximately $18.2 billion (19% of consolidated equity at year-end 2007) from its subsidiaries during 2008. Although Moody's gives some credit for dividends and loans available from insurance subsidiaries to a holding company, we recognize that the actions of insurance regulators during a time of stress could create a delay or uncertainty in accessing such sources. AIG and AIG Funding are parties to two syndicated bank facilities totaling $3.75 billion, primarily to back commercial paper. These facilities include a $2.125 billion 364-day revolver expiring in July 2008 (with a one-year term-out option) and a $1 .625 billion five-year revolver expiring in July 2011. AIG and AIG Funding also share a $3.2 billion 364-day bank facility expiring in December 2008 (with a one-year term-out option) which allows for the issuance of letters of credit with terms of up to eight years. As of year-end 2007, a majority of this facility was used for letters of credit, with the remaining $210 million available to back commercial paper. Borrowings by AIG Funding under these facilities are guaranteed by AIG. None of these facilities has a material adverse change clause as a condition to borrowing. The five-year facility includes a financial covenant requiring AIG to maintain shareholders' equity of at least $50 billion (versus a reported level of $95.8 billion at year-end 2007). Finally, AIG has a $5.335 billion intercompany 364-day credit facility provided by certain of its insurance subsidiaries, expiring in September 2008 (with a one-year term-out option). Documentation for the intercompany facility matches that of the 364-day bank facilities. As of year-end 2007, AIG reported total borrowings of $176.0 billion, a majority of which was "operating" debt (i.e., supporting assets of the Financial Services segment and AIG's Matched Investment Program). AIG's adjusted "financial" debt (reflecting Moody's standard pension and lease adjustments, our basket treatment of hybrids, and the exclusion of operating debt) amounted to $23.7 billion at year-end 2007. AIG's adjusted financial leverage has increased from 14.9% at year-end 2005 to 18.2% at year-end 2007. The company issued approximately $5.6 billion of junior subordinated debentures (Basket D hybrids) during 2007, using substantially all of the net proceeds to repurchase common stock. Moody's expects AIG to keep its adjusted financial leverage below 20%. The parent company's financial debt maturities are well laddered over the next 40 years, with approximately $2.2 billion and $1.4 billion maturing in 2008 and 2009. For the quarter ended December 31,2007, AIG Funding had average commercial paper outstandings of approximately $5.6 billion, maximum outstandings of $6.6 billion, and quarter-end outstandings of $4.2 billion. A majority of these borrowings are being used to fund relatively liquid assets within AIG's Financial Services segment. In addition to its guarantee of AIG Funding debt, AIG guarantees the debt and counterparty obligations of certain subsidiaries, most notably AIG Financial Products Corp. (backed long-term issuer rating of Aa2, negative outlook; backed short-term debt rating of Prime-1) and its subsidiaries (collectively, AIGFP). AIGFP manages its liquidity position to withstand severe market disruptions without the need for parental support. AIGFP conducts regular liquidity stress tests that assume no access to capital markets, contingent liability payouts at the earliest possible dates, and haircuts on liquid investment securities. The stress tests also consider the impact of potential rating downgrades. For instance, the company has estimated that as of February 14, 2008, a downgrade of AIG's senior unsecured debt rating (and of AIGFP's backed long-term issuer rating) to Aa3 by Moody's and/or to AA- by Standard & Poor's would permit AIGFP's counterparties to call for approximately $1.4 billion of incremental collateral. Further downgrades could result in substantial additional collateral requirements. Moody's believes that AIGFP has sufficient liquidity to cover its stated and contingent obligations. AIG has taken steps to enhance its overall liquidity in response to credit market turmoil during the past nine months. The company has increased its holdings of cash and short-term investments across major business units, and has established an interdisciplinary Liquidity Risk Committee to monitor and manage liquidity risks throughout the firm. AIG's consolidated 25 cash and short-term investment position grew to $65.6 billion at year-end 2007 from $29.4 billion at year-end 2006. AIGFP's cash and short-term investments (included in the consolidated amounts) grew to $9.2 billion at year-end 2007 from about $400 million at year-end 2006. In evaluating AIG's liquidity profile, Moody's also considers the company's ownership of non-guaranteed subsidiaries, including International Lease Finance Corporation (ILFC - senior unsecured debt rated A 1, stable outlook; short-term debt rated Prime-1) and American General Finance Corporation (AG FC - senior unsecured debt rated A 1, stable outlook; short-term debt rated Prime-1). Each of these firms maintains its own sources of primary and secondary liquidity. For additional information on these, please see Moody's separate liquidity opinions on ILFC and AGFC. 26 AIG Liquidity Review Risk Overview • The following areas vvere identified as key areas of examination - The CP programs are vulnerable to market disruptions but have external backstop facilities that are greater than current outstanding issuances. - AIG FP could experience a lack of access to capital or repo markets. It is developing plans to increase conlmitted liquidity facilities. • - Sec Lending could experience unusual cQunterparty behavior. It has increased its liquidity position and could access $20 - $30 billion vvithin a fevv days from its cash reserves, the dissolution of the pools and the repo/sale of highly liquid securities. - ALICO offers a nloney market account in the UK that could experience increased v\I'ithdravvals. It has increased its liquidity position and can nO\iV payoff 26 % of its liabilities vvithin one \lveek and 46% within 90 days. The insurance companies do not face any imminent concerns but are being evaluated using rating agency models. Funding Liquidity for AIG, ILFC & AGF ., Summary of commercial paper programs versus the backstop facilities for each erltity Commercial Paper Outstanding vs. Backstop Coverage as of 4/3/08 $25,000 520,713 $20,000 I I A!G Intercompany 55,335 $15,000 $5.000 $(~ E.H<itef(i~ 5:378 r::::::::::·,·:,;::;;,;:::i.i.i,::::::::::;·,·::::::::::::::::'-:------------' $11.876 .:i :i ,g $10,000 Ale-; 11------ AIG Funding ...11_ _ _ _ __ :.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:o7':.:.:,,:,:.:v..:.:.:.:.~.:~ :·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:1 .:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·:·1 CP Outstanding Backstop Facilities 28 Financial Products • Cash on hand is approximately $6.0 billion • Sources of liquidity - Monetization of unencumbered assets • FP has $8.2 billion of unencumbered assets in US entities and $1.3 billion in 8anque AIG • Access professional repo markets vvhen available • Utilize existing tenll facilities to finance unencumbered assets • Execute collateral sV\I'aps that win provide AIG-FP vvithmore readily liquid assets including those vvhich are eligible for existing term facilities • Continue to develop nevv funding facilities vvith third parties 'who can take renlaining assets • Pursue internlediation opportunities vvith third parties J primary dealers vvho can access the FED! ECB progranls on our behalf - FP has $3.5 billion in US entities that are Fed-eligible under standards announced on 3/18 - 8anque .AIG has $1.1 billion that nleet the ne\AI standards - Issuance of debt 29 Securities Lending • Cash on hand is $10.6 biilion • Collapse pools - Enables insurance companies to directly settle security lending obligations \'\lith counterparties • Access to $10 billion in cash held by pool participants - Limited by participants Gash on hand and pro-rata share in pool t • Pool liquidity options - Repo collateral investments • Possible insurance regulatory limits - Sell pool collateral to third parties ., No regulatorylinlits • Make Whole agreement from parent provides $SOOmillion of protection • Possible· insurance regulatory limits - Intercompanyloans ., Linlited by insurance regulations 30 A,LICO UK PAB • • Money Market Product in UK - £5.7 billion r or $11.5 billion - Distributed through a netvvork of brokers to high net vlorth clients - Approximately 26% of these funds are held in overnight Gash or other cashlike instrUtllents that have a term of less than 7 days B Contingency plans for a run on the bank scenario - 38% of the funds are available vvithin 30 days and 46°/0 vvithin 90 days H - ALICOis permitted contractually to freeze the product for up to 90 days - In a \iVOfst case scenario, the PAB book can be unwound vvith any asset losses passed back to the custOtller Composition of Asset Portfolio as of 3/27 Cash to 30 days 37.2%, Comnlercia! Paper (7 - 180 days) 2.6% Term Deposits (30 - 360 days) 12,9c,/0 Asset Backed Securities 18.1% Floating Rate Notes 29.2% 31 AIGFP Five-year Cash Profile as of Dec. 31, 2007 FIVE-YEAR CASH PROFILE Assumptions for Base Case Cash Profile • All derivatives. liability and asset flows as of December 31. 2007. • All contingent liability payouts assutlling earliest possible payout dates (see Sumlllary Table 011 page 2). • No ability to access the capital markets for funding, • Additional liquidity from selling liquid portfolio securities (with mark-to-Illarket and 3 % (non-COO) and 50% (COO) haircut) and from refinancing (with 500/~) haircut) CBO securities put to AIG-FP in connection WiUl assumed contingent liability payouts (see Summary Table on page l 2). 32 SUMMARY TABLE CONTINGENT LIABILITIES AND ADDITIONAL LIQUIDITY (USD OOO~s) Comh:lg+.!nt DATE I Aircraft Fa(:mt!~H); 12!31!(j7 ·1'12.iC,,9 102008 2C!200B 3C!200B 40200S 102009 20.2009 302009 402009 1C!201 I) 20201 [) ~~0201 0 402010 102011 202011 :302011 402011 102012 2C!2012 302012 402012 TOTAL <." ee ;:,:otes 'l.' (1) (I (.27~O75) (I C27~(175) CB02il-] PWs(2:1 G (35,<A13) ':2!~l3,755) (I ,:242,928) (38,205) 28,240 ;58,O@) 33/3713 (13,52S) 2Gl,531 0 {2.34~:173) 77A42 (227,01%) ;70,4"S4:1 88,403 58,303 0 1~.2~~~292) (\ (I (I ° (I (I 0 0 °° (\ (I (0) 011 U~ibjHtkl:s (4~~180) (941 ) 76~758 6,708 11,292 (38,421 ) (925,194) Uabmty Total MUitary Portfolio HQusing(3) .ASSf'IS (·ll 0 (12,260) 138,128) 112,21;~0) eM,S7B) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (97,526) page ""!. UK PmfeH'&d Shares (5) n 19,170,757 3,87608.(1 r15~329) 3~B47!774 (I 1)31,138.3) (282264) 3~256~H9:5 I) 117,582 464,800 70,992 404,7133 18,730 1,025,957 e,G.OJl I} (:rlOK~) 4,949 (5\1069) 38'c(f16 (13525) 29;531 I} 23)048)1938 3 H4f fT4 3)2Se)!9!}5 117,582 464,800 70);19.2 404,7rB3 18,730 1,025,957 .8e,071 10Y1B 0 906)27.2 (I f'" (I 10,305 0 I} I} (I I) I} {284~.373) 10,1q~, () (149J318) (70A54) 88AG:3 0 906!272 0 lC],:}.!)S 0 fJ06 562 67!268 10,549 I} 56c3G~3 (43800) (941) 78]58 8]08 11292 (36A21) (1 ,1)2Z' ,720) Cl..mmliHhi+.! Net Asset Total Lhlllldity j j 2:1048,,8.:38 268W,2S3 29,744,~95 2~J,.57~~ J314 29.971,331 ~~O.:O47.!.272 80 . 89S.!965 30 444,:m 3104%,8.03 31,572,405 :31.:14B,22~1 ~~ 1. 1@gml ~nt\M,42"~ 32122,8.32 3212&,440 :32,1 &S,060 :33,090,6:81 ~~3.:2:?~4.}' 07 () I) () I} g06,S6.2 'B7 2'oH 10,549 0 I) (; 321 . 263.!.257 10,457 '30,:383.933 (I 10,457 34.260.1)14 3:1.2:I1.!.~94 1,876,080 1 I} J ~~3.:2S1.!965 2 33 UJ - ...J U. oc: a. ::I: en <J: o w en <t w u en <.( OJ c~ i!~) = = = .;:::::- = .;:::::i!~) (=~ <:::> ~, ~::::;-~ ~:=:.t ~.:=:) 0' <=> <=> .=. . <:::> <:::> ~=i "'"-:t" 0J <:~ C-"1o = ~:.~ ~~~ c:. ~ c.~ i!~) ~ ~~) e;. <:=, <:=, '.~ ~.:=:) ~.:=:) C.;. C.;. ~=~ ~=~ C~ = C ~, i!~) C) ~~~, q.~,~ ~,~ {~~ c:;. c:;. ~2t i!~) ~.:=:) = .;:::::- c:. ~=~ ~~~. c.'::, q = .;:::::- c:;. c:;. <:=, C,'~ =~ c.;. q . '.~ 1:=;':- <:=, .0 .0 ~=~ e;. e;. C) {~~ gg8g~~~:8 <=> <:::> c' cd .:.:;.i' "'I:'!f" 0J 0J 0J 0J ('"~ ~~) ('"~ ,~::6' -:.t.-::" ~ .~ ~ ~ 0J (:::> ~=~ ~=~ ~'::> ~ = = c.:" cO" .:.:;.i' """f" c . ..j ~~~. c.;. c:. ~'::> q '.~ = .0 C-U """f" COLLATERAL OR CASH PAYMENT REQUIREMENTS RESULTING FROM AIG DOWNGRADE usn millions A 1(; l)o;Yngraded Obligations Unth:r InY('stuwnt Contracts '[0 Aa3fAA- (by" ont: or both Agencit~~) A IIA+ (hy 011(: or both Agencies) () hti gal ions Under ()ther (~u mula1i\t, ()bJigatinns 1.63 592 j'="", ..... 6JB9 2275 (]-t-:'l' !o "")"14" ....). ": 6."202 2,867 9J)69 I,)) The Cash Profile graphs on the folll)"l,ving t\VO pages h~tve been adjusted to rdl:~d the (:<)n;~ter;"d and ~:a;-;h re.qnirt'nwms quantifb.l ;'tbo'.,.e (b<Jth Ih(~ "immei..hat(~ Inss of liquidity du(:' lO HK~tn(~~;f of assnmedd!)\vngr;.Klt~, ,md i~llpn)v(~d hrp. udity oY;::~r tinwas n;dlaterilljsn:~lurtled in ((Hull:~(h()n with s(:l1(~dukd n,:~pi'"tynK~nb ulhkr hl""'qult'tH Cnntr'l"ls Sllb; ..,",t In. :;.."u"'h n:"IVIF' " '( lo....... .•.' • . . ' « \.., YJ1o...I..... .... 1.... . ( . , lo... 11'11' '".•nt""~ . ::-. > I. !". I••• 4 35 CASH PROFILE BASE CASE WITH OBLIGATIONS RESULTING FROM AIG DOWNGRADE TO Aa3/AA- 34:CC(J,O:::-O,OJO :32,('CO,oJ'.!,('oo JO,!))':),OCO,OOO 28,(.co,OX'J'(oO 2:6:0)J.c(o.c~JO 24:0))CCO,C~JO 22,CCO:WJ,CtJo 2.'iJ,o)JCOJ,OJO 18,CCO,o:Or.JJO 16:(}J.J,OYJ,OJO 14:CC(J,O:::-O,OJO 12mJ,CCO,c'()O 10,('(O,oJ),(00 f!,,!))':),OCO,OOO 6:o)J.cOJ.c~JO 4,(.(0,0):),(00 2:o)J.cOJ.c~JO o (2,WJCCO,C,()OI +1"'• • ·"'.·.· "'· · ·"'· · ·"'·±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±+± (4,(}J.J,oYJ,coO) ~.:F/';'· ..•.;::.:;;. ,~~::;c ~...~~~~, ~>:t';> ,~,<~ ~;;::~' .~:~:~t ..~~~) ~"",:> '~...." , .,,;\.(·L\ <' ..... :?F~ ". " <,._,,1:<fl>-j -,.,:;,>i$' .::;;~. ,-,. »"::. <. I/': ",,1/: ,.;:1;"" ~,--,_·t.'f·" ,..,.:."" ~ -:.:;.... ~ ......:......., ,~,~::; . .'''..,:.. ;;:/' -::/"' ~~~/' '~I.;::; " ,)0, ,~ ~l·· ,~ ." ~ , ......... .;\ ~_./,~'j}~;;.,,;?i' -~j~:' ,;~ ~;--..~. ", ., 'cj;~')~lf'~';" -'Y 5 36 CASH PROFILE BASE CASE WITH OBLIGATIONS RESULTING FROM AIG DOWNGRADE TO A+IA 1 34.000,000,000 ~Q, 000 ,000 ,000 3D. 000,000 ,ODD 28, NJO ,000 ,000 26.000,000,000 24: 000,000 ,000 22.000,000,000 (.\J: 000 ,000 ,000 1So 000,000 ,000 16:000,000,000 14,000,000,000 12: 001),000 .000 10. (lOO,OOO ,000 .e: 001),000 ,000 6. (lOO,OOO ,000 4.000,000,000 2.000,(1)0,000 (J (2.000,01)0,000 (4:000:000,000 .;:~..,,:S"1 "':','i~"''; "":"-,~: ~, "Ci"<+,ft'"i'fi:Cif''P'', ·,:.,0{ =",";""~:' . . . ~~i~ ':1 .-/"'~~\ _" ,..,?':~2/" ""')"'r"~ I ,', . :~<:;~+/> .~i-.;f2'i:' . ~:. :.\/?:.:~,Iy,1"iI c>"i" J"<.~~) .'. -,...~?: ,\'X C\;;i\~'~~'f ,.. .-.,~~;>'·f' . ~~~>:~ ~'I ,..;~./:~'f<' , . . >'Y~ ~ ,:,t~ ......~~'.'~'. 6 37 ~'f ~ :;c "Y." 1'"; \ ••,1 ...\~. ::;: ,5 .,;...~ A:. UJ W I- o Z ~ .c ~;:. o;-j "', :::: .:: AIG Financial Highlights (from Company Profile) ($ Mil.) General Insurance Gross Premiums Written Net Premiums Written Net Investment Income Pretax Operating Income Loss Ratio (%) Expense Ratio (%) Combined Ratio (%) Life Insurance & Retirement Services GAAP Premiums Net Investment Income Pretax Operating Income Financial Services Revenues Pretax Operating Income Asset Management Revenues Pretax Operating Income AIG Consolidated Total Revenues Pretax Operating Income Net Income Total Assets Total Debt Shareholders' Equity YTD 9/30107 2006 2005 2004 2003 2002 45,754 36,068 4,585 8,511 64.3% 24.0% 88.3% 56,280 44,866 5,696 10,412 64.6% 24.5% 89.1% 52,725 41,872 4,031 2,315 81.1% 23.6% 104.7% 52,046 40,623 3,196 3,177 78.8% 21.5% 100.3% 46,938 35,031 2,566 4,502 73.1% 19.6% 92.7% 36,678 26,718 2,350 923 83.1% 21.8% 104.9% 24,895 16,468 6,900 30,636 19,439 10,032 29,400 18,134 8,904 28,088 15,269 7,925 23,496 12,942 6,929 20,694 11,243 5,258 7,109 1,008 8,010 524 10,525 4,276 7,495 2,180 6,242 1,182 6,822 2,125 5,721 2,541 5,814 2,346 5,325 2,253 4,714 2,125 3,651 1,316 3,467 1,125 91,631 17,379 11,492 1,072,105 176,185 104,067 113,194 21,687 14,048 979,414 148,679 101,677 108,905 15,213 10,477 853,051 109,849 86,317 97,666 14,845 9,839 801,007 96,899 79,673 79,421 11,907 8,108 675,602 80,349 69,230 66,171 7,808 5,729 561,131 71,010 58,303 39 AIG Segment Detail (from Company Profile) (SMil.) YTD 9/30107 YTD 9/30106 2006 2005 2004 38,589 40,337 7,109 5,721 -125 91,631 36,438 37,303 5,923 3,647 68 83,379 49,206 50,163 8,010 5,814 113,194 45,174 47,376 10,525 5,325 505 108,905 41,961 43,402 7,495 4,714 94 97,666 5,662 508 252 -289 4,322 427 352 5,985 589 432 -646 -39 195 777 282 357 301 328 363 399 Revenues General Insurance Life Insurance 8: Retirement Services Financial Services Asset Management Other IEliminations Consolidated Revenues Pretax Operatmg Income General Insurance Domestic Brokerage Group Transatlantic Holdings, Inc_ Personal Lines Mortgage Guaranty 6,133 5,402 7,334 -127 1,815 2,415 3,088 2,427 1,344 Other I Eliminations 2,383 -5 2 -10 15 18 Total General Insurance 8,511 7,819 10,412 2,315 3,177 Total Domestic Total Foreign Life Insurance 8: Retirement Services Domestic Life Insurance 774 862 917 1,495 1,023 Domestic Retirement Services 1,452 1,588 2,323 2,164 2,054 Total Domestic 2,226 2,450 3,240 3,659 3,077 2,393 Japan and Other 2,753 2,946 3,732 2,959 Asia Total Foreign 1,921 2,087 3,060 2,286 2,455 4,674 5,033 6,792 5,245 4,848 Total Life Insurance 8: Retirement Services 6,900 7,483 10,032 8,904 7,925 625 421 639 679 642 Capital Markets 183 -457 -873 2,661 662 Consumer Finance 180 529 876 786 20 48 761 -3 60 90 1,008 541 524 4,276 2,180 759 467 947 1,185 1,328 1,406 721 1,031 686 515 Financial Services Aircraft Leasing Other Total Financial Services Asset Management Spread-based Investment Business Institutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management Other IEliminations Consolidated Pretax Operating Income 376 257 368 382 282 2,541 1,445 2,346 2,253 2,125 -1,581 -953 -1,627 -2,535 -562 17,379 16,335 21,687 15,213 14,845 40 American IntJ£lHlatilicmal Group. Inc, COllsoJ:iciated Balance! Sh€'et (i!lmlm~~E) :I.~~~r~l., ~,~t'::rJl.. l~:07 2Wti A.nt!l: lB:i~~Gtmf.O:~:: :l:!id 'a,=uri~ :.:tr..i!:::e:: :h:;:~;!!'e:.:: j:i:~~d. ~t..:J1~~;:;. ~~~~:.:g~. !;::.:;ji;,::,~;c:&.,rilit:: 4~,/:-4.6 ~~r.:s:;:~~ y.i:::.:".l1-:~aJ ;d,·::dh..: b'lL" 2*-¥:::";.~~t.l~;.. ::::~~ ·:i ~:i8';:::.:.?2.;~:iI. :;'iiizri::·,,; .~:;.:r..~~ ftiibt ~~:ifu.:..«..:..:: Frillul-U:i ~:;(;' ~:p-iiI.~!~ tota::-iI:~, .l..IiZ ~·:'.:,!.::.c;::z::.:.i~l:~i ~piJ:i.~·b~;;;. ~·~C.z;:'~~iI::i J.·.:Z~1.l:~li:' f[.~:r :::\:J~. ~!:~ iii-'~::!!~!::1iI '::~ili~z ~·~--:::zi~..:,. ,~t SFO: ·,,;~6~; ):::.:~:~~: :18..4:::: 4:cn" :{~.~:'7.~ .:j{3~~ A':"-;'·",-:", ~t:;¥.':: E~S~ ~.:.;i.~,:, 4}.:': :-"i-: 1.::::n. ~zr'~Jiz~c. ~!~.::;:: :~~J..~3p3 ...~~.i:3S~ ~«f.:·P!.':E~·iJ:J1.::.:al~:t!.DU:: .~~~:(.~ ~~:!Oi':''''':':!i·.:):':;::;' :::.¥,:.:::~_;i..;; ;?:Z:"~~:''''..g ':&Jc...:r ~?~m~.l::iI:1 1;;::- r:;;':(:88:... ~! .::.c:c:::r~;~ ',:"[d-;:.~ F~C'..w r;&l:ar~·~(:lw:;;. ~: ·:·i,~I;:7.:;~~~:;;';· ·:~W-:::';'.;::5t~:~ :;";u::f:·u; Z:..~.:~<~.~ ,~.dLl;;;ri... 3·:.:::5~ '?~.~f:: ;-::~ '~:U- .~: i:-~.:.:; :::d:c<z .:.~~'.~'~~~ ~,':,·'f;' ·~:::"::.t ('~~~~ 1::--;~~:;':llli-:::J ~;:'8:~ .&.~ ·:!ud .:!.;:-('"..:-~~ ~:"z.i';'1Z:,::: t:;z..~ 1Z;;'1"tU::U.l::. !::";'~:!E:::.;a.:; ::r(,f.::'~.::'3~:(~j;>, li~:: ?'.Ji!~:,::.~~.~ ~;(~~!·5". 1. ~S+ l."% ,£.,';')3-:; :5::~i~~ 1;.~~~ ci ll1::.·:.!'::J.I.~:':'!il '::::;1". :;:f ;[..li::>"';:";\,~:::;. ::~£i~lnd ·~~.cli;:t.· ;,.;:~~i.,;~\~z, :::;:::~:::;: ~~~:~t:;3~f:.:;~;~~'~:~:~:.~;t~>::"=:!2t.d.3;F';":i;,t;~~ t~~~~~tll~ ,::,;.i~~:.~i:: ~~~~~m.::~ ·HH 2~:',:)~ T:·:!:~I ~l~m: liab<'.Ii~·I~: ?~:~.,.... .~ 5::~ .kt:;;::::i:~ ~~, k:·~.:; .i:~::pi:;:;'~:;:~ 3.;, ..;~:j ?:~.:~;;~ ~}"G~:.i'Il;~ }:r~.wS:'~~ :~~,~:'~::: .1(::...... [ ~~~i;~~;/~~::!~~t~~::~!.~~~: ~.;~~~~ 'Z;~ ':::~;i± :~g~m;~1it ·~:\i:::~·!r;:-~. (:·~w~·~·,!;·:"~~:~· :3t . ~:~~ :;.~:..{f4 2.~~;:;;':;;O 2·':;B..2t-f UPU ~.2,:;.·?-:;. Ii!!:.::::t: ~~~~~i~£E~~~~~::::.:::::::~ ~~~" t.H') 4.t::'S ]::;::~'-:lli. (:::7...:.i:;" ~i>.s~.;::!f!!:: :=L~i~ :;~r:,;~~::. ~i~uili~:.~ :C·;:~$ . ~:)~j b::( .[t~~ :y~t :~U-:o.;~;Ii!::6.: i!:.~ .fl.± ~~,l:.::~ ~,'78~ ";""~ll..'"Qi1"~i:..k,:i.:1 .;:."~ :;;~'.::~:~, ':::~~:).~:'~:: f~:;:';:"::1Z~ :T...r;$.:::·:::ire~. Tr"~:;;:: '~~:;;;::~ :,.u~ ':::.::-":'\:;;-:-~ i~~ -;;:r :~~~:::8;~ ("~ lL+~: H(lS ~i ;::-ili~' d~,c::~:'!:c:~r:;: Cc~:-::i~~ ·F·'}:~· ~d ;:;:j·~•.ft~ ;:;:;:~~:~:;~ :~.~~:r :3.1.H L:t:~~t;·:u.;. .:.:(~~.~:it3.:2::; :'.::1~ 133~3 ~':;:3.:6 :~;p.ir:Cl~ .~~ ,::(.i~~:.~~ ~~~~m.::~ :,..;,:grillll':' ,,,,,,~!- F'::'iI:~:; ~.:, :4,~~ ::,,[W-~-"::'t;~. u:l~Ii4>~: ~~:,::;;22. 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Re,'E'nu:f's and IUeOIllf' Graphs T"rf'h:~ lI011f.h~ End.ed Dfe~lIlbu ..~~.~~.~ ll~ :2007 ~,:1::al~:gem~~t . 5.8~;; • ,.. .~I i~;:\~·:J.;:'·~'J:.-:e :::~ K:etirem~2~t :;;·",n'"c:~" ~HF:~ f >:)l'!ign C~·:ue~·,:;.1 b"m;;;Il;~e l2.l% hu.~ome BeforE> Income T aXE>S and I\Iiuority ... lutel'E'st Fco·eign:LiIe ..~:.;:~et i'J.:U:;'J:gern!e:::=.:t fuc':::r<::,1;::e· & 15 .()~:~ R:etuem.~l,t D:;).:l~;:::;ti~ (~n~l'~;l III~'":1··:8''C.''' j·l9":; Reti;;~l:tt L SH,:i·ce:;; f~~~~~n ·G·~~~~1·31 F:Da,,·~:,~:: ·:JPE",~ji:,."g ~:5.2 .:3)·~k· 44 SerA,:e:;; 10;;; -,"'13:::' :.. ::::':': Insurance Rating Methodology Rating Summary Profile IAIG Domestic Life & Retirement Services Grup 2007/2006 Market Position and Brand 01 20081 2007 Not changed from 2006 Not changed from 2007 Not changed from 2006 Not changed from 2007 Not changed from 2006 INot changed from 2007 Distribution Product Risk and Diversification Asset Quality Change to AI from Aa3 reflects deterioration of subprime/structured assets vs. 2006 & worsening of credit quality measured by increase in risk asset ratio to 16% in 2007 from 14% in 2006. INot changed from 2007 Not changed from 2006 Losses in sec lending collateral pool thate are not covered by AIG Inc. guarantee reduced est. Iconsolidated RBC of lifecos to 292%, in the A range Profitability Decline in profitability rating reflects flat and modest (10%) ROE and declining Sharpe ratio, as profit growth has been negative. INot changed from 2007 Liquidity and ALM Decline in liquidity metric reflects tighened liquidity of lifecos due to spread widening in their sec lending collateral pool in 207 INot changed from 2007 Capital Adequacy Financial Flexibility Financial flexibility of AIG consolidated worsened, and particularly coverage worsened with impact of looses and OTTI to shareholders equity and earnings INot changed from 2007 INSURANCE GROUP RATING COMMITTEE MEMO CONFIDENTIAL Issuer Name(s}: American International Group, Inc. 2. Meeting Date: 02/09/2006 All rating committee members noted via email) that they had no potential conflicts of es or interest with the above referenced i Issuer has been notified of the date of this rating committee meeting and understands that the company will be given the opportunity to briefly review and comment on Moody's press release prior to public dissemination? (IZI Yes or No or Not No) Current Rating(s) and Recent Rating Action(s}: Senior debt rating Aa2; Short-term issuer rating P-1 Recent Rating Action(s}: Ratings on the parent and most subsidiaries were confirmed with a stable outlook on May 31 , 2005, although the IFS ratings of AIG Domestic Brokerage Group remained on RUR-D. The AIG DBG ratings were then confirmed with a stable outlook on Dec. 27, 2005. Published Rati If the rating "What What Could Change the Rating - UP - Consistently favorable loss development in general insurance operations - Favorable resolution of regulatory investigations and related litigation - Full remediation of material weaknesses in internal controls over financial reporting What Could Change the Rating - DOWN - Further adverse loss development in general insurance operations, exceeding 5% of net reserves - Adjusted financial leverage exceeding 15% - Significant charges stemming from regulatory investigations or related litigation Rationale for Analyst Recommendation(s}: (Maximum Text Limit - 1 Page / Bullet-Format Commentary Preferred) Notes of conference call with AIG, Feb. 8, 2006 AIG participants: S Moody's participants: AIG expects that on Thursday, Feb. 9, there will be settlement announcements by the SEC, NYAG, NYDOI and DOJ. After all of these announcements, AIG expects to announce: (i) total settlement charges of $1.64 bin pretax ($1.15 bin after tax), and (ii) P&C reserve increases of $1.69 bin pretax ($1.1 bin after tax). The $1.64 bin pretax settlement charges include: $800 min fund to be administered by the SEC (incl. $700 min disgorgement of profits and $100 min penalty) to cover shareholder litigation; $375 min fund to be administered by NYAG and NYDOI for benefit of insureds who bought XS casualty policies via MMC; $343 min fund to be administered by NYAG and NYDOI to compensate states for underpaid workers' compensation taxes (largely interest dating back to 1985-96); $100 min fine to NY State; and $25 min payment to DOJ (technically to the US Postal Service) to settle General Re and related matters. Settlement costs will all be borne by AIG (parent), not the operating units. All amounts are tax deductible except the $100 min SEC penalty and the $100 min NYS fine. Other aspects of the settlement include: (i) AIG will hire an independent consultant to monitor internal controls for three years, (ii) AIG will stop paying contingent commissions on XS casualty business and will support legislation to eliminate all/additional contingents, and (iii) regulators will cite AIG's cooperation in the settlement process. The $1.69 bin pretax reserve charge includes $870 min for A&E and $820 min for other exposures. The total charge represents about 3% of carried reserves, and the non-A&E portion represents about 1.5% of non-A&E carried reserves. A charge was widely expected, as Milliman has been conducting the first-ever external review of AIG's total P&C reserves. The resulting reserves will match Milliman's best estimate. We contemplated a charge of up to 5% of carried reserves in our AIG DBG RCM in December 2005. AIG will also increase its loss estimate for Hurricanes Katrina and Rita (3005) by $150 min or nearly 10%. The company stands by its previously announced loss estimate of $400 min for Hurricane Wilma in 4005. On remediation of the five material weaknesses cited in AIG's 2004 1O-K, AIG expects to be done with two items (control environment, risk transfer) in time for its 2005 filings. The remaining three items will take longer: derivatives (to be completed around mid-2006), balance sheet reconciliations (no estimate), and income taxes (no estimate). AIG's press release will address the settlements, the reserve charges and the catastrophe losses, but not the remediation process. Conclusion: These charges fall within ranges that we have contemplated during prior RCMs and discussed in published reports on AIG. AIG remains one of the world's strongest and most diverse financial institutions, with substantial profits and a large capital base. 2 Q- Tool Commentary: (Brief Discussion of any Significant Outliers) Moody's Aa2 / Stable Senior Debt Fitch AA / Watch Neg S&P AA / Negative American International Group, Inc, 2/8/2006 A2 AA (45500) A.M. Best AJ Baa2 JUnE!ric:an IntE!rnatiDnal GrDup. Inc. : ~'rt:== \W =....-- ~ !~ ~ ~ ... :"".-- -·--:-.-1 '. .... :;:;:; IoI ..... W:.o k §III! IoIM'I'I' :.:.:.:.: Q-Tool Charts can be found at the following link: ~ ~ -"'1.-'1 ~. IoIU' " l~ 'I: ::.:. _ s ~J]n .______----< ~«. t=o.IIPJ I..:I.I':i 1---:-..-- (.: «. '1'1.':'«' III"'~L"" ilil r:o ... l1~ r. .. t ... Q:I.Q.QLQ.b.g.O.~, New/Revised Financial Metrics to be Incorporated into Proposed Rating(s) - Adjusted financial leverage in 10-15% range - Ad'usted interest covera e exceedin 20x What Factors Could Move the Newly Proposed Rating(s} Higher? - Continued strong profits, with returns on equity consistently exceeding 15% - A sustained period with no adverse development of property and casualty reserves - Full remediation of material weaknesses in internal controls What Factors Could Move the Newly Proposed Rating(s} Lower? - A deterioration in profits, with returns on equity falling below 10% - Further adverse development of property and casualty reserves, which, in combination with today's reserve charge, would exceed 5% of net reserves - Adjusted financial leverage exceeding 15% 3 Required Attachments l1(As Applicable}: Latest Credit Opinion Stock Chart GAAP Financials IU Table of Contents: Exhibit 1 (pp 5-7) Exhibit 2 (p 8) Exhibit 3 (pp 9-13) Consolidated GAAP Peer Comparisons Exhibit 4 (pp 14-16) Draft Press Release - Domestic General Insurance Exhibit 5 (p 17) Exhibit 6 (p 18) Notes From Follow-up Call on Control Weaknesses °Cut and paste all required attachments into the Rating Committee Memo. "Statutory financials should follow the same one-page format as published in the Moody's Statistical Handbook. 10 Balance sheet, income statement, and statement of cash flows only. 4 EXHIBIT 1 CREDIT OPINION Glcb3!1 CrJl;n,it ,Ri!'E-~<lir¢h Cn.,;jit Op·inic-" 2:=' ::.E:C 20J:, Rati:I1~;l's: Cate.g,ory Mo;,:,d'{'s R.~:tin:g 5~able (\.d:JDk Rat:';)",: ,~::Utor '2,: ,'S,tler R~k:,·~ P-1 AtG .I\;nn:Llit:f.' InstJJi3Jl:":£' c.omp.a:n)' {):. dDOk 'nS·:;X3:::,s:e Fin.:mc':;;!:' ::::'l"·,;,:",:;:~h AIG Edis(:.!) Uf~ ;S·~ablB' Aal InsuraIK€:' COlllp.3ny ':::\::~iODk 'n'S::~::':;,~:~:e Fin,~nc:':;,' St,,·e:,,~;,~h AtG Lifeln'SUF3,riCe CO::::l,pany C}:Aio:Gk ,nS,:;X:3,:::s:e Finane,:;:", S"'·,;,:"::;:~h :5.~~ble Aa1 AIG Liq,ukH,y (DF:p. :S'~1ble GdJ:::c-k. P-l E"d G~her :S:~~:·:~ -: Hr::· Ana:~jlst Fho:J1E :Eh:::·to 83,::::m~ine:Ntow Ycrk .~}.~:» t,t.:::::":;,y:~~~'~ e~..; ~ .::i2.:::J 1ec~,3 York Robtort R::;g;,:;t+ew '{,~.".: Joel :=-,,',ine:'New York tI2{}tI$ 2((<4 2i,):n "Tot:;:: M€::qenuEs. ($f":::::: 8~,~4l lH,%;7 79,44& ~·Jtot :"':::~I"e 1r.~,::)2:] 'U:q S,()~$ 2W,93:S 192324 &3·_-1 6o.t: 1G2,.3;~2 Debt plus Af:er ?,'e~torrtod Di;(-:::e:c,·j, '~Tr:1ir; Ro::::~1 :::'':'d:'Capiti i~'~) C3T :;:;~OAE 15.73 3;5 U.:92 4-3 2e02 &7..4&2 ~. SlS M3.1S12 6~ .~;a 5:8.2 B:Si2 11..1IiJ "'y, ~.~JJ- J..l :2:<JO):'1 .5-!'l?:J,~ A¥g . ;2lH'kS8 5,%3 :2):.1.48 ,1:};S,-n..:s :::j·;:4.. M GlU &tI.46 W.77 U..25 3.0 JJ.l3 6U:5$ Cf€:·dit Mf~J1gths - One ,:.~ ~hB' ''!'':::fld'~. s:::::;'",,·est ~::':2;~::c:3! ·;J?'-l:·~€ f::m-:s .. f:;:-::·::;::-;·dz:l1 S.eP.i:~:::~::· ',"1::\:' :':;'2.j::~{: 'n.;:;'k",:: pc;,::!:e:l:S ::1 .;:;::.~:: :Jt:~:~:: 5 "fe 2.::;,:: :g.';':1J?:'::;: :rt;':';::'3:1·:,:;' Cr:~'dit Challenges - P:::l~::::;ial ::apit3::: ne·e::is :::f s·:;:::':sidiarie:s Sel~{::8es Dper;3t>cG5 - ;'V,-::"~iniJ io :;;:medy r,c.;ieri:ll ~u~t: we<'ik:'l;::;~:'== as· r":~::~lbers ~i genera: :::o::su:-"nce ~ll-':::;';p ::'l int,=:'m":: w"tmI5. D:;,=:' f:n.;;.:'l,-ial ",e::i c=p,~:dng. ';;5 aec't",kl !:n"nC::3:: der:t:f:ed ::c: :2GQ"; FO:1Y: :::~;c"-:k' Rating: Rational::' ~i;:~~~~~~~~~:;~$~;~;-~!~~~~~~~::;~{::~~:~~;~r£~~;:~~l~~~;:~~~::~~j~~;~~[-~~'~~~~~:;~·~J.:-:~~;r~~7~f~:~~r~;~~:Y':~'lt . ,"J(3':s :'al:ng'S< ::'S:e:::::::~': ceb, at ,1"-':l2}:iE'f:ed ~;'S :e"ci:~ng "",,1':<:.::; D-:::::i:t::,-,::::s ::: a:~(::8,a,O~ seQ<r:-er:ts. ~:j5 b"::ad b,:S::c:E'SS ::\m~: :;:-€~.g::,~:;;:.:,:::.~ ·~:::""er:.:t?:ts streng -€:"'~'l::"9 ·~,,::j: c:~:5h ~h,~'~. :and :8S e:{8:el:eni k.~"d",~ ':le):::b::::t~·. :hes:~ :""1/ "11 ... strengt:-::5 .3:::: tecmpered by ~he::c:irim::::::;mj;3t::::~)<" in ::elta:::c: in:S·~:'?i:::8:e ;;.:::;8i th3::,::j,,:ser':i"::e5 cpe,·<;ti::::,,~. anc bus':"''''SS',\'''':'in jhe Co'''5'''' ,,,o;3n;;'le'T"lO:~,! ......"rr:."'~.j. ~::;::. "i"!ni~·:·'';Hl' '~:-"::'::'''1e ··£·spr"';::d·b~-=c..::·~: in"·"'''~''·'·en; ;:~(I;'b;:~~~~ t;"'~3:)~ c;;:;):~:;:::;~~:~- (~id:t::: ~€':g~;~T\:~ ::.~:.;'s;··i~s~e::~!l~s. 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'I urn (fflF' : h .... ~ "1;',]\ ~""" '\(,,,/1 , .:Oy) l, "'~">o iO[. ."''''/ " ~··R !i ~. :~ ! , .......... COP,;. .... ,,;:- J"',.,,~" ".,,~.. 0 :.~ '. .: y: :,~,.>l) t~!~¥r\/ -:-:_1 'I • • .. tt.¥iJ!Ii ~ • : i_ ~-~ ........................................................................................................ : .................... . II .. 10': •••• ·II .....:·:.!)-JPM.·:..... · Splits:18-Nov-86 [2:1], 23-Jul-90 [5:4], 30-Jul-93 [3:2], 31-Jul-95 [3:2], 28-Jul-97 [3:2], 03-Aug-98 [3:2], 02-Aug-99 [5:4], 31-Jul-00 [3:2] Last Trade: 66.38 Day's Range: 65.68 - 66.50 Trade Time: 4:00PM ET 52wk Range: 49.91 - 73.46 Change: '£'''0.58 (0.88%) Volume: 4,941,900 Prey Close: 65.80 Avg Vol (3m): 6,776,490 Open: 66.15 Market Cap: 172.30B Bid: N/A PIE (ttm): 15.20 Ask: N/A EPS (ttm): 4.37 1y Target Est: 76.47 Div & Yield: 0.60 (0.90%) 8 EXHIBIT 3 GAAPINCOMESTATEMENT (in millions, except per share data) (unaudited) Nine Months Ended September 30, 2005 Three Months Ended September 30, 2004 2005 (Restated) Revenues: Premiums and other considerations Net investment income Realized capital gains (losses) Other revenues $ Total revenues 52,470 16,196 216 12,660 2004 (Restated) 49,418 $ 13,563 (88) 9,685 17,244 5,629 79 3,409 81,542 72,578 26,361 25,280 $ $ 17,237 4,501 (83) 3,625 Benefits and expenses: Incurred policy losses and benefits Insurance acquisition and other operating expenses 45,665 42,273 16,503 15,166 20,966 17,719 7,381 6,023 Total benefits and expenses 66,631 59,992 23,884 21,189 Income before income taxes, minority interest and cumulative effect of an accounting change 14,911 12,586 2,477 4,091 2,355 2,204 2,639 1,196 372 334 203 1,061 4,559 3,835 706 1,264 10,352 8,751 1,771 2,827 Income taxes (benefits): Current Deferred Income before minority interest and cumulative effect of an accounting change (329) Minority interest Income before cumulative effect of an accounting change (317) 10,023 8,434 Cumulative effect of an accounting change, net of tax (54) (142) 1,717 2,685 (144) Net income $ 10,023 $ 8,290 $ 1,717 $ 2,685 Earnings per common share: Basic Income before cumulative effect of an accounting change Cumulative effect of an accounting change, net of tax Net income $ 3.86 $ 3.24 $ 0.66 $ 1.04 $ 3.86 $ (0.06) 3.18 $ 0.66 $ 1.04 $ 3.82 $ $ 0.65 $ 1.02 $ 3.82 $ (0.06) 3.14 $ 0.65 $ 1.02 $ 0.40 $ $ 0.15 $ 0.08 Diluted Income before cumulative effect of an accounting change Cumulative effect of an accounting change, net of tax Net income Cash dividends per common share Average shares outstanding: Basic Diluted 2,597 2,624 9 3.20 0.21 2,608 2,639 2,597 2,624 2,606 2,638 GAAP BALANCE SHEET - Assets September 30, December 31, 2005 2004 (Restated) Assets: Investments, financial services assets and cash: Fixed maturities: Bonds available for sale, at market value (amortized cost: 2005 - $348,028; 2004 $329,838) Bonds held to maturity, at amortized cost (market value: 2005 - $22,028; 2004 $18,791) Bond trading securities, at market value (cost: 2005 - $3,953; 2004 - $2,973) Equity securities: Common stocks available for sale, at market value (cost: 2005 - $9,981; 2004 - $8,569) Common stocks trading, at market value (cost: 2005 - $7,382; 2004 - $5,651) Preferred stocks, at market value (cost: 2005 - $2,206; 2004 - $2,017) Mortgage loans on real estate, net of allowance (2005 - $53; 2004 - $65) Policy loans Collateral and guaranteed loans, net of allowance (2005 - $15; 2004 - $18) Financial services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2005 - $7,145; 2004 - $6,390) Securities available for sale, at market value (cost: 2005 - $37,466; 2004 - $30,779) Trading securities, at market value Spot commodities, at market value Unrealized gain on swaps, options and forward transactions Trading assets Securities purchased under agreements to resell, at contract value Finance receivables, net of allowance (2005 $646; 2004 - $571) Securities lending collateral, at cost (approximates market value) Other invested assets Short-term investments, at cost (approximates market value) Cash $ Total investments, financial services assets and cash Investment income due and accrued Premiums and insurance balances receivable, net of allowance (2005 - $469; 2004 - $425) Reinsurance assets, net of allowance (2005 - $512; 2004 - $500) Deferred policy acquisition costs Investments in partially owned companies Real estate and other fixed assets, net of accumulated depreciation (2005 - $4,989; 2004 $4,650) Separate and variable accounts Goodwill Income taxes receivable - current Other assets 362,194 $ 21,532 18,294 3,975 2,984 12,368 9,917 8,098 5,894 2,269 2,040 14,202 7,082 13,146 7,035 2,257 2,282 35,535 32,130 37,872 6,667 234 32,768 3,142 95 20,427 909 22,670 3,331 12,129 26,272 27,701 23,574 57,627 24,808 49,169 22,471 16,238 2,108 16,102 2,009 676,232 5,955 639,724 5,556 15,177 14,788 22,023 32,083 1,149 19,857 29,740 1,496 6,841 61,157 8,354 6,192 57,741 8,556 109 16,283 14,426 Total assets $ 10 344,399 843,397 $ 800,042 GAAP BALANCE SHEET - Liab & Equity September 30, December 31, 2005 2004 (Restated) Liabilities: Reserve for losses and loss expenses Reserve for unearned premiums Future policy benefits for life and accident and health insurance contracts Policyholders' contract deposits Other policyholders' funds Reserve for commissions, expenses and taxes Insurance balances payable Funds held by companies under reinsurance treaties Income taxes payable Financial services liabilities: Borrowings under obligations of guaranteed investment agreements Securities sold under agreements to repurchase, at contract value Trading liabilities Securities and spot commodities sold but not yet purchased, at market value Unrealized loss on swaps, options and forward transactions Trust deposits and deposits due to banks and other depositors Commercial paper Notes, bonds, loans and mortgages payable Commercial paper Notes, bonds, loans and mortgages payable Liabilities connected to trust preferred stock Separate and variable accounts Minority interest Securities lending payable Other liabilities $ Total liabilities Preferred shareholders' equity in subsidiary companies Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 2005 - 2,751 ,327,476; 2004 - 2,751,327,476 Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock, at cost; 2005 - 155,719,651; 2004154,904,286 shares of common stock Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity $ 11 71,161 24,228 $ 62,371 23,094 108,461 227,241 10,682 5,096 4,178 3,948 8,551 104,756 216,474 10,280 4,539 3,686 3,404 6,768 19,953 18,919 10,694 1,707 23,581 2,304 5,223 4,866 15,721 17,611 4,255 7,723 66,270 1,978 7,411 1,489 61,157 5,120 58,430 23,245 4,248 6,724 59,683 2,969 5,502 1,489 57,741 4,584 49,972 23,750 753,922 719,315 193 199 6,878 2,249 73,246 9,175 6,878 2,094 64,254 9,513 (2,266) (2,211) 89,282 80,528 843,397 $ 800,042 GAAP CASH FROM OPERATIONS (in millions) (unaudited) 2005 Nine Months Ended September 30, 2004 (Restated) Summary: Net cash provided by operating activities Net cash used in investing activities Net cash provided by financing activities Effect of exchange rate changes on cash $ Change in cash Cash at beginning of period 23,080 $ (41,666) 19,341 (656) 19,611 (53,675) 35,027 187 1,150 922 99 2,009 Cash at end of period $ 2,108 $ 2,072 Cash flows from operating activities: Net income $ 10,023 $ 8,290 Adjustments to reconcile net income to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income: Change in: General and life insurance reserves Premiums and insurance balances receivable and payable - net Reinsurance assets Deferred policy acquisition costs Investment income due and accrued Funds held under reinsurance treaties Other policyholders' funds Current and deferred income taxes - net Reserve for commissions, expenses and taxes Other assets and liabilities - net Trading assets and liabilities - net Trading securities, at market value Spot commodities, at market value Net unrealized (gain) loss on swaps, options and forward transactions Securities purchased under agreements to resell Securities sold under agreements to repurchase Securities and spot commodities sold but not yet purchased, at market value Realized capital (gains) losses Equity in income of partially owned companies and other invested assets Amortization of premium and discount on securities Depreciation expenses, principally flight equipment Provision for finance receivable losses Other - net 13,850 16,261 103 (2,166) (1,748) (399) 544 402 2,526 557 (165) 1,825 (3,525) (139) (1,364) 663 (2,364) (823) 396 586 2,371 (30) 988 (3,308) 380 117 2,950 353 14,143 (10,184) (12,887) 4,585 357 (216) (563) 88 (1,263) 240 1,311 315 (961) (897) 231 1,511 282 (555) 13,057 Total adjustments $ Net cash provided by operating activities 12 23,080 11,321 $ 19,611 GAAP CASH FROM INVESTING & FINANCING (in millions) (unaudited) 2005 Nine Months Ended September 30, 2004 (Restated) Cash flows from investing activities: Cost of bonds, at market sold Cost of bonds, at market matured or redeemed Cost of equity securities sold Realized capital gains (losses) Purchases of fixed maturities Purchases of equity securities Mortgage, policy and collateral loans granted Repayments of mortgage, policy and collateral loans Sales of securities available for sale Maturities of securities available for sale Purchases of securities available for sale Sales of flight equipment Purchases of flight equipment Net additions to real estate and other fixed assets Sales or distributions of other invested assets Investments in other invested assets Change in short-term investments Investments in partially owned companies Finance receivable originations and purchases Finance receivable principal payments received $ $ Net cash used in investing activities Cash flows from financing activities: Receipts from policyholders' contract deposits Withdrawals from policyholders' contract deposits Change in trust deposits and deposits due to banks and other depositors Change in commercial paper Proceeds from notes, bonds, loans and mortgages payable Repayments on notes, bonds, loans and mortgages payable Liquidation of zero coupon notes payable Proceeds from guaranteed investment agreements Maturities of guaranteed investment agreements Redemption of subsidiary company preferred stock Proceeds from common stock issued Cash dividends to shareholders Acquisition of treasury stock Other - net $ 99,133 $ 12,832 10,162 216 (133,692) (13,361) (3,859) 92,777 10,776 10,621 (88) (140,608) (13,490) (2,208) 2,883 4,913 2,190 (13,390) 1,384 (5,482) 1,655 2,032 3,603 (8,922) 1,155 (3,869) (1,216) (531) 7,480 (8,441) 1,029 (5) (37,792) 33,350 5,533 (8,349) 452 3 (18,026) 13,809 (41,666) $ (53,675) 37,278 $ 40,372 (26,562) (16,965) 7 8 160 3,286 43,302 22,471 (34,578) (16,120) (189) 8,006 (4,882) 8,919 (7,885) (200) 130 (535) (508) 1 44 (1,031) (170) 9 Net cash provided by financing activities $ 19,341 $ 35,027 Supplementary information: Taxes paid $ 2,031 $ 2,011 Interest paid $ 3,587 $ 3,119 l3 EXHIBIT 4 GAAP COMPARISONS DIC D/Market C D/Tang Cap Equity GAAP Underwriting Leverage GAAP_Combined_Ratio ACE ALL AIG HIG ORI PGR STA XL CHUBB 200502 18.7 18.9 55.6 23.1 3.4 18.7 20.6 24.5 20.0 200501 19.5 20.1 60.0 25.7 3.6 19.5 23.3 25.8 21.3 2004Y 19.7 19.6 59.1 25.7 3.6 19.9 23.8 28.5 21.7 2003Y 21.2 19.8 56.8 32.7 3.7 22.8 18.2 24.6 24.8 2002Y 29.6 20.3 58.5 29.0 4.3 28.3 25.4 22.2 22.3 2001Y 33.2 19.3 60.5 30.6 5.4 25.2 21.8 22.8 19.2 59.3 30.9 8.9 20.7 29.8 7.5 9.7 2000Y 35.4 19.0 200502 17.1 14.4 48.2 19.8 3.2 9.3 19.1 22.4 16.6 200501 18.1 15.7 52.3 22.2 3.4 9.8 21.7 23.3 17.8 2004Y 18.0 15.7 48.1 22.2 3.3 10.4 22.3 25.0 18.4 2003Y 18.8 16.6 43.4 28.5 3.3 11.4 15.6 20.4 20.9 2002Y 27.6 17.0 44.2 28.2 4.2 17.0 21.7 18.0 19.9 2001Y 26.8 16.7 38.0 24.5 4.9 13.4 #NAME? 15.3 14.5 2000Y 28.0 14.2 31.1 22.2 7.1 12.5 #NAME? 5.2 6.4 200502 23.6 19.4 58.1 25.2 #NAME? 18.7 23.5 #NAME? 20.7 200501 24.7 20.7 62.6 28.3 3.6 19.5 26.8 #NAME? 22.0 2004Y 25.0 20.3 61.8 28.3 3.7 19.9 29.4 34.1 22.6 2003Y 27.9 20.5 59.6 36.3 3.8 22.8 21.8 30.4 25.9 2002Y 42.2 21.2 61.1 32.7 4.4 28.3 30.8 27.4 23.6 2001Y 47.6 20.6 63.4 35.3 5.6 25.2 26.9 29.3 20.4 2000Y 53.6 20.1 #NAME? 34.8 #NAME? 20.7 36.7 10.1 10.4 200502 10,496 22,324 88,879 15,590 4,069 5,591 22,369 8,372 11,258 200501 9,965 21,325 82,683 14,211 3,881 5,295 20,732 7,815 10,401 2004Y 9,836 21,823 80,607 14,238 3,866 5,155 21,201 7,739 10,126 2003Y 8,835 20,565 71,253 11,639 3,554 5,031 11,987 6,937 8,522 2002Y 6,389 17,438 59,103 10,734 3,156 3,768 10,137 6,570 6,826 2001Y 6,107 17,196 52,150 9,013 2,784 3,251 10,686 5,437 6,525 2000Y 5,420 17,451 47,438 7,464 2,439 2,870 9,214 5,574 6,982 200502 3.5 #NAME? #NAME? #NAME? #NAME? 1.6 2.9 2.8 #NAME? 200501 3.6 #NAME? #NAME? #NAME? #NAME? 1.7 3.1 3.0 #NAME? 2004Y 4.8 2.1 1.8 2.3 #NAME? 3.7 3.8 4.0 3.3 2003Y 4.7 2.1 1.8 2.8 #NAME? 3.3 4.2 3.8 3.6 2002Y 5.8 2.3 1.9 2.5 #NAME? 3.6 4.7 3.4 4.0 2001Y 5.1 2.3 1.8 2.9 #NAME? 3.3 4.0 3.2 3.6 2000Y 4.6 2.2 1.8 3.2 #NAME? 3.3 4.2 1.6 2.7 200502 90.2 85.2 93.1 87.0 87.6 86.1 87.6 97.9 88.3 200501 89.0 85.3 94.3 88.6 88.5 85.0 90.5 89.7 89.4 2004Y 96.4 93.0 100.4 95.3 89.3 85.1 107.7 95.9 92.3 2003Y 91.0 94.6 93.3 96.5 86.4 87.3 96.3 102.8 98.0 2002Y 101.7 98.9 105.1 99.1 88.1 92.4 116.6 97.0 106.7 2001Y 111.6 102.9 99.6 112.5 88.9 95.2 108.9 139.7 113.4 2000Y 95.5 99.2 95.5 102.9 91.6 104.4 100.9 106.2 100.4 14 GPW Loss and LAE Reserves Net Income ACE ALL AIG HIG ORI PGR 200502 4,213 #NAME? #NAME? #NAME? #NAME? 3,672 200501 4,543 #NAME? #NAME? #NAME? #NAME? 3,684 2004Y 16,098 26,973 81,232 11,498 #NAME? 13,694 2003Y 14,637 25,505 71,277 11,081 #NAME? 12,188 2002Y 12,819 24,260 58,775 9,835 #NAME? 2001Y 10,165 22,892 49,618 8,660 2000Y 7,587 22,119 42,975 Operating Cash Flow Operating Cash Flow / Revenue Pre-tax Interest Cov XL CHUBB 5,909 3,966 #NAME? 5,921 3,524 #NAME? 22,273 11,124 13,399 15,475 9,706 12,604 9,666 14,075 8,986 10,605 #NAME? 7,379 11,668 5,421 8,060 8,074 #NAME? 6,402 10,648 3,129 7,126 200502 32,101 18,795 65,327 21,104 4,706 5,491 58,114 19,775 21,092 200501 31,426 18,958 64,061 21,301 4,544 5,348 58,630 19,908 20,876 2004Y 31,513 19,338 62,371 21,329 4,404 5,286 59,070 19,838 20,292 2003Y 27,155 17,714 56,118 21,715 4,023 4,576 34,573 16,559 17,948 2002Y 24,315 16,690 51,539 17,091 3,677 3,813 33,736 13,203 16,713 2001Y 20,728 16,500 44,792 17,036 3,451 3,238 30,737 11,807 15,515 2000Y 17,388 16,859 40,613 15,874 3,390 2,986 28,442 5,668 11,905 456 1,149 3,992 602 172 394 1,067 136 496 200502 422 1,123 3,684 666 114 413 210 443 470 2004Y 1,094 3,181 11,048 2,115 435 1,649 949 1,126 1,548 2003Y 1,381 2,705 9,274 (91) 460 1,255 1,696 372 809 2002Y 51 1,134 5,519 1,000 393 667 (27) 396 223 2001Y (172) 1,158 5,363 507 347 411 1,065 (576) 112 2000Y 525 2,211 6,639 974 297 46 1,312 506 715 200501 NPW STA 200502 2,909 6,993 17,947 2,722 #NAME? 3,594 5,216 3,493 3,113 200501 3,365 6,582 18,337 2,581 #NAME? 3,605 4,780 2,982 3,056 2004Y 11,528 26,531 68,689 9,894 #NAME? 13,378 19,045 8,959 12,053 2003Y 10,215 25,187 58,515 9,065 #NAME? 11,913 13,201 7,616 11,068 2002Y 8,068 23,917 47,735 8,584 #NAME? 9,452 11,945 6,973 9,047 2001Y 6,364 22,609 39,164 7,585 #NAME? 7,260 9,846 3,566 6,962 2000Y 4,879 21,858 34,689 7,248 #NAME? 6,196 8,843 2,116 6,333 200502 1,147 1,778 12,951 763 176 764 703 2,360 882 200501 1,210 1,390 654 666 196 659 1,028 271 1,011 2004Y 4,953 5,468 35,581 2,634 828 2,663 5,066 4,444 4,089 2003Y 4,225 5,691 36,155 3,896 720 2,437 3,833 3,430 3,364 2002Y 2,407 4,418 19,093 2,577 638 1,912 2,926 3,036 2,216 2001Y 1,353 2,291 8,801 2,261 527 1,235 1,219 1,438 1,019 2000Y (427) 1,731 9,080 2,435 344 822 664 262 964 200502 35.1 20.2 48.2 12.6 18.6 21.3 11.6 57.5 25.6 200501 38.3 16.0 2.4 11.1 22.2 18.9 16.8 11.3 29.4 2004Y 40.1 16.1 36.0 11.6 23.7 19.3 22.1 44.0 31.1 2003Y 39.5 17.7 44.5 20.8 21.9 20.5 25.3 42.9 29.6 2002Y 33.8 14.9 28.3 15.7 23.2 20.6 20.5 46.2 24.3 2001Y 20.4 7.9 14.2 14.9 22.2 16.5 10.0 35.1 13.2 2000Y -8.1 5.9 16.1 16.6 16.6 12.2 6.0 9.5 13.3 200502 14.8 21.0 4.0 13.9 70.4 29.3 19.5 2.8 #NAME? 200501 14.0 19.3 4.0 15.5 85.3 30.6 17.7 6.5 #NAME? 2004Y 8.7 15.9 4.9 11.1 74.1 31.3 5.6 4.8 15.9 2003Y 10.6 14.0 4.4 -1.0 83.9 20.5 14.4 3.2 8.2 2002Y 0.8 6.5 3.2 5.0 64.7 14.2 -0.7 3.7 3.0 2001Y 0.0 6.2 3.0 2.2 35.3 12.3 7.8 -5.7 -0.2 2000Y 3.9 14.3 3.7 6.7 25.9 1.4 7.3 7.3 17.1 15 ACE Pre-tax Operating Income Covg of Fixed Chgs Reins Rec / Equity ROAE Total Debt ALL AIG HIG ORI PGR STA XL CHUBB 200502 #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? 200501 #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? 2004Y #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? 2003Y #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? 2002Y #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? 2001Y #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? 2000Y #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? #NAME? 200502 1.38 0.19 0.22 0.37 0.51 0.07 0.82 0.89 0.31 200501 1.47 0.20 0.24 0.42 0.52 0.07 0.91 1.02 0.34 2004Y 1.55 0.20 0.25 0.43 0.50 0.07 0.90 1.04 0.34 2003Y 1.59 0.15 0.38 0.51 0.50 0.05 0.93 1.03 0.40 2002Y 2.19 0.17 0.49 0.47 0.50 0.06 1.08 0.95 0.60 2001Y 1.87 0.16 0.52 0.57 0.53 0.06 1.03 1.16 0.69 2000Y 1.66 #NAME? 0.51 0.61 0.60 0.08 1.02 0.28 0.27 200502 18.3 21.1 18.6 16.2 17.3 29.0 19.8 7.2 18.3 200501 17.5 20.9 18.1 18.7 11.8 31.6 4.0 23.3 18.3 2004Y 12.2 15.0 12.9 16.1 11.7 29.3 5.5 15.9 16.8 2003Y 18.4 14.2 14.1 -0.8 13.4 29.0 15.4 6.1 10.2 2002Y 1.2 6.6 9.9 10.1 13.2 19.4 -0.3 7.1 3.4 2001Y -2.7 6.7 11.9 6.0 13.3 13.6 10.7 -10.7 1.6 2000Y 11.2 13.0 15.3 15.5 13.1 1.7 16.8 9.1 10.9 200502 2,408 5,187 111,402 4,681 143 1,285 5,802 2,722 2,813 200501 2,408 5,355 124,238 4,922 143 1,285 6,295 2,722 2,809 2004Y 2,408 5,334 116,527 4,929 143 1,284 6,624 3,091 2,814 2003Y 2,370 5,076 93,770 5,660 138 1,490 2,675 2,258 2,814 2002Y 1,895 4,240 81,046 2,911 142 1,489 2,544 1,878 1,834 2001Y 1,845 3,921 77,549 2,564 159 1,096 2,078 1,605 1,425 2000Y 1,789 3,331 65,632 2,097 238 749 3,006 450 629 Total Losses Paid / 200502 0.63 1.03 0.78 0.94 #NAME? 0.94 #NAME? #NAME? 0.85 Total Losses Incurred 200501 0.69 1.05 0.72 0.98 #NAME? 0.97 #NAME? #NAME? 0.72 2004Y 0.57 0.96 0.65 1.00 0.75 0.93 0.76 0.63 0.69 2003Y 0.64 0.94 0.75 0.66 0.82 0.91 0.91 0.61 0.73 2002Y 0.81 0.99 0.79 0.95 0.87 0.91 0.72 0.86 0.73 2001Y 0.82 1.02 0.94 0.91 0.96 0.95 0.98 0.63 0.82 2000Y 1.40 1.06 0.99 1.03 1.05 0.89 1.09 1.16 0.93 16 EXHIBIT 5 DRAFT PRESS RELEASE MOODY'S AFFIRMS AIG'S RATINGS (SENIOR DEBT AT Aa2); OUTLOOK REMAINS STABLE Moody's Investors Service has affirmed the ratings of American International Group, Inc. (NYSE: AIG - senior unsecured debt rating Aa2; short-term issuer rating Prime-I) and all rated subsidiaries following AIG's announcement of fourth-quarter 2005 charges associated with regulatory settlements and the completion of an independent actuarial review of property and casualty reserves. The rating outlook for AIG and its subsidiaries is stable. AIG announced today that it has settled regulatory investigations into its accounting, financial reporting and insurance brokerage practices by the U.S. Department of Justice, the Securities and Exchange Commission, the Office of the New York Attorney General, and the New York State Department ofInsurance. Total charges associated with these settlements amount to $l.64 billion on a pretax basis ($l.15 billion after taxes). As part of the settlements, AIG has agreed to appoint an independent consultant to monitor its internal controls for a period of three years. Based on the independent actuarial review, AIG is increasing its property and casualty insurance reserves by $l.69 billion, resulting in an after-tax charge of $1.10 billion. The additional reserves include $870 million for asbestos and environmental exposures and $820 million for all other exposures. The total pretax amount represents a 3.4% increase in AIG's net property and casualty reserves as of September 30,2005. AIG also announced a $150 million after-tax charge for incremental losses from third-quarter 2005 catastrophes, principally Hurricane Katrina. This incremental charge represents a 9.4% increase in third-quarter catastrophe losses. Moody's commented that these charges fall within ranges contemplated by the rating agency and discussed in prior press releases on AIG. Specifically, Moody's cited an expectation that the aggregate costs of AIG's reserve increases, accounting adjustments, regulatory settlements, and related litigation would not exceed 10% of the firm's shareholders' equity. The aggregate costs to date remain within this range. Moreover, profits from AIG's diverse businesses helped to boost shareholders' equity to $89 billion as of September 30, 2005, from $81 billion (restated) at year-end 2004. Moody's noted that corporate governance has been a credit weakness at AIG. Internal control failures and regulatory problems were the primary reasons for Moody's downgrading the company's ratings twice in early 2005 to the current level. However, AIG has adopted important governance improvements over the past year, according to Moody's. The board has changed the company's bylaws and governance guidelines to call for an independent chairman and at least two-thirds board independence, using New York Stock Exchange standards. Six new independent directors have been appointed during the past year, including two with accounting backgrounds and two with strong financial services experience. Just two company executives remain on the board, putting AIG in line with other large U.S. companies in this regard. Moody's noted that AIG continues to face challenges with regard to internal controls over financial reporting. In its 2004 Form lO-K, AIG identified five areas of material weakness in its internal controls, as follows: control environment, evaluation of risk transfer, certain balance sheet reconciliations, accounting for certain derivative transactions, and income tax accounting. AIG is working to remedy these weaknesses. It is Moody's view that such material weaknesses indicate a heightened risk of accounting adjustments. Moody's current rating is based on the assumption that any further adjustments would not significantly affect AIG's financial strength. The stable rating outlook reflects Moody's view that AIG will remain a leader in worldwide insurance and financial services. Moody's identified the following factors that could lead to a rating upgrade: continued strong profits, with returns on equity consistently exceeding 15%; a sustained period with no adverse development of property and casualty reserves; and full remediation of material weaknesses in internal controls. Factors that could lead to a downgrade include: a deterioration in profits, with returns on equity falling below 10%; further adverse development of property and casualty reserves, which, in combination with today's reserve charge, would exceed 5% of net reserves; or adjusted financial leverage exceeding 15%. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than l30 countries and jurisdictions. The company is engaged through subsidiaries in general insurance, life insurance & retirement services, financial services, and asset management. For the first nine months of 2005, AIG reported total revenues of $82 billion and net income of $10 billion. Shareholders' equity was $89 billion as of September 30,2005. 17 EXHIBIT 6 NOTES FROM FOLLOW-UP CALL ON CONTROL WEAKNESSES -----Original Message----From: Hall, Christopher Sent: Thursday, February 09, 2006 12:24 PM To: Levenstein, Laura; Collins, Ted; Riegel, Robert; Isaacs-Lowe, Arlene; Hibler, Sarah; Jonas, Gregory; Ballentine, Bruce; Watson, Mark; Lee, Tse Wing (Kevin) Subject: AIG call on control weaknesses Bruce, Sarah and I spoke with Steve Bensinger, AIG CFO, after the RCM concerning the material weaknesses. This info is not/will not be made public by AIG. • • • Derivatives issue - the new controls/systems are in place. Unfortunately not enough time has passed to give the auditors comfort that these controls are operating effectively. The issue is a hedge effectiveness documentation issue. He thinks this will be put to bed in 02. Balance sheet reconciliations - They're close to finishing this one. The issue here was reconciliations were a very manually intensive process and "unreconciled items" were not being cleared in a timely fashion. Most have been cleared and they have identified some adjustments that will be booked in the 2005 YE numbers --- they are not material to the 3rd quarter 100, so they will not restate that filing. Because this issue was more pervasive, Steve feels this one will take a bit more time to get the auditors comfortable that the new controls, that are currently being finalized, are operating effectively. Income taxes --- this one has the most work left to do. No adjustments have been found to date, but they think that if there is a issue from the control weaknesses, it is isolated to when FAS 109 was adopted (1990s) --- they believe if there is an adjustment it will not impact the 2004, 2003 or 2002 income statements or cash flows and that any balance sheet impact would be immaterial (of course, its tough to have a material error in that balance sheet). Steve closed with emphasizing that its been all hands on deck from management and PWC working these issues. He indicated they will declare victory on each issue by having PWC sign-off on each on a real time basis. Right now, he thinks the resolution of the derivatives issue will be communicated in the 2nd quarter 100. The other issues he hopes to declare victory in the 03 100, but it could end up being finished in time for 2006 10K filing. 18 FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Reason for Rating Committee: Consider whether or not AIG's earnings and restructuring announcements of Nov. 10, 2008, are consistent with scenario considered in RAS RCM of Nov. 5, 2008. Last Rating Action (include date and reason): Oct. 3, 2008 - Downgraded AIG ratings by one notch (senior unsecured debt to A3 from A2, RUR-down) following announcement of global restructuring plan, and took various rati actions on subsidiaries. Recommendation Maintain current ratings and RUR-down, consistent with outcome of RAS RCM of Nov. 5, 2008. AIG's earnings and restructuring announcements of Nov. 10, 2008, are substantially consistent with the scenario considered by the RAS RCM. Current & Recommended Ratings on AIG Entities November 5,2008 American International Group, Inc. Fully supported ratings AIG Financial Products Corp. & subsidiaries AIG Life Holdings (US), Inc. AIG Retirement Services, Inc. American General capital securities AIG, AIGFP, AIG Funding, AIG Liquidity, AIGMFC Businesses to be retained AIG Commercial Insurance Group (8) AIG General Insurance (Taiwan) Co., Ltd. AIG UK Limited American General Finance Corporation United Guaranty subsidiaries UGRIC & UGMIC United Guaranty subsidiaries UGRIC of NC & UGCIC Businesses to be sold AIG Domestic Life Insurance & Retirement Services (9) AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Limited American Life Insurance Company International Lease Finance Corporation SunAmerica Life Insurance Company Transatlantic Holdings, Inc. Transatlantic Reinsurance Company Rating Type LT Issuer ST Issuer Bkd LT Issuer Bkd Sr Debt Bkd Sr Debt Bkd Tr Prfrd Stock (Bkd) ST IFS IFS IFS Sr Unsec Debt IFS IFS IFS IFS IFS IFS Sr Unsec Debt IFS Sr Unsec Debt IFS Curr SA Support AIG AIG AIG AIG A3 A3 A3 Baa1 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn C/Caa2 Aa3 A3 A1 Baa1 Aa3 Baa1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Aa3 Aa3 Aa3 Aa3 Baa2 Aa3 A3 Aa3 Aa3 Aa3 Aa3 Aa3 Baa1 Aa3 A3 Aa3 R-Dn R-Dn R-Dn R-Dn R-Unc R-Dn R-Unc R-Unc G'tee G'tee G'tee G'tee AIG Agmt AIG Agmt AIG Agmt AIG Agmt Curr Curr Public Outlook R-Dn A3 P-1 R-Dn Aa3 A3 A1 Baa1 Aa3 Rec SA Rec Rec Public Outlook R-Dn A3 P-1 R-Dn A3 A3 A3 Baa1 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn C/Caa2 Aa3 A3 A1 Baa1 Aa3 Baa1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Aa3 Aa3 Aa3 Aa3 Baa2 Aa3 A3 Aa3 Aa3 Aa3 Aa3 Aa3 Baa1 Aa3 A3 Aa3 R-Dn R-Dn R-Dn R-Dn R-Unc R-Dn R-Unc R-Unc Aa3 A3 A1 Baa1 Aa3 Additional Contents AIG PR Announcing 3Q08 Earnings AIG PR Announcing Recapitalization and De-risking Plans AIG Slides on Shareholders' Equity Roll Forward (Received Nov. 4, 2008) AIG Slides on Shareholders' Equity Roll Forward (Revised Nov. 7, 2008) Moody's Draft PR RAS ReM Memo of Nov. 5,2008 10 pages 3 pages 2 pages 2 pages 2 pages 42 pages Contact: Charlene Hamrah (Investment Community) (212) 770-7074 Nicholas Ashooh (News Media) (212) 770-3523 AIG REPORTS THIRD QUARTER 2008 RESULTS Consolidated Premiums and Other Considerations Totaled $21 Billion, up 7 Percent Quarterly Loss Reflects Ongoing Market Disruption and Restructuring-Related Activities NEW YORK, NY, November 10, 2008 - American International Group, Inc. (AIG) today reported a net loss for the third quarter of 2008 of $24.47 billion or $9.05 per diluted share compared to 2007 third quarter net income of $3.09 billion or $1.19 per diluted share. Third quarter 2008 adjusted net loss, as defined below, was $9.24 billion or $3.42 per diluted share, compared to adjusted net income of $3.49 billion or $1.35 per diluted share for the third quarter of 2007. AIG's results in the third quarter were negatively affected by financial dislocation in global markets, as well as catastrophe losses and charges related to ongoing restructuring-related activities. Insurance premiums and other considerations grew nearly 7 percent, despite these challenging conditions. Commenting on third quarter 2008 results, AIG Chairman and Chief Executive Officer Edward M. Liddy said, "Third quarter results reflect extreme dislocations and volatility in the capital markets and significant charges related to restructuring activities. Reported earnings are not indicative of the underlying core earnings power of our insurance businesses, which remain solidly capitalized. Retention of our customers remains strong and reflects the support and loyalty of our long-term partners, intermediaries and sponsors." THIRD QUARTER (in millions, except per share data) Net income (loss) Net realized capital gains (losses), net of tax (a) FAS 133 gains (losses), excluding net realized capital gains (losses), net of tax (b) Adjusted net income (loss) Weighted average shares outstanding (c) 2008 $(24,468) 2007 $3,085 (15,056) (600) (172) 196 $ (9,240) $3,489 ArrH.~~iean Int0n!iatk:ma~ GrO:Uf~$hu;. 70 Pin~:: StrmH,f\J,h,vYct'k, ;\lY lOnO Per Diluted Share 2008 2007 $(9.05) $1.19 (5.57) (0.06) $(3.42) 2,703 (0.23) 0.07 $1.35 2,589 The following table summarizes the significant items, some of which are recurring, affecting reported earnings in third quarter 2008: (in millions) Pre-tax After Tax $(28,185) $(24,468) Income (loss) Net realized capital gains (losses) (a) Minority interest FAS 133 gains (losses), excluding net realized capital gains (b) (18,312) (134) (265) (15,056) Adjusted loss-reported (9,474) (9,240) Significant items affecting the quarter Market disruption: AIGFP unrealized market valuation loss, credit valuation adjustment, net of deferred compensation reversal ALICO u.K. investment-linked products Domestic Retirement Services deferred acquisition cost (DAC) charges DAC/sales inducement asset benefit for realized capital losses Partnership and mutual fund losses Sub-total market disruption (7,576) (501) (728) 478 (1,664) (9,991) (4,924) (326) (473) 311 (1,082) (6,494) Restructuring-related activities: Tax reversal of permanent reinvestment assertion for foreign businesses Fed facility interest expense Goodwill impairment UGC premium deficiency reserve (PDR) on second-lien business Sub-total restructuring-related (802) (432) (465) (1,699) (3,628) (521) (432) (302) (4,883) Other: Catastrophe losses AGF operating results (excluding goodwill impairment) UGC operating results (excluding PDR) Sub-total other (1,391) (105) (651) (2,147) (904) (68) (423) (1,395) $(13,837) $(12,772) Total significant items 2 (172) Net loss for the first nine months of2008 was $37.63 billion or $14.40 per diluted share, compared to net income of $11.49 billion or $4.40 per diluted share in the first nine months of 2007. Adjusted net loss for the first nine months of 2008 was $14.12 billion or $5.40 per diluted share, compared to adjusted net income of $12.51 billion or $4.79 per diluted share in the first nine months of 2007. NINE MONTHS (in millions, except per share data) Net income (loss) Net realized capital gains (losses), net of tax (a) FAS 133 gains (losses), excluding net realized capital gains (losses), net of tax (b) Adjusted net income (loss) Weighted average shares outstanding (c) Per Diluted Share 2008 2007 $(14.40) $4.40 2008 $(37,630) 2007 $11,492 (23,038) (673) (8.82) (0.26) (470) (341) (0.18) (0.13) $ (5.40) $4.79 2,609 $(14,122) $12,506 2,613 (a) Represents primarily non-cash other-than-temporary impairment charges. (b) Represents the effect of hedging activities that did not qualify for hedge accounting treatment under F AS 133, including the related foreign exchange gains and losses. (c) As a result of the losses reported in the third quarter and nine months of 2008, basic shares outstanding were used for these periods. OVERVIEW Included in the third quarter 2008 net loss and adjusted net loss was a pre-tax charge of approximately $7.05 billion ($4.59 billion after tax) for a net unrealized market valuation loss related to the AIG Financial Products Corp. (AIGFP) super senior credit default swap portfolio and a pre-tax net loss of $1.09 billion ($705 million after tax) for a credit valuation adjustment on AIGFP's assets and liabilities in accordance with FAS 157 and FAS 159. Additionally, third quarter 2008 results included pre-tax net realized capital losses of $18.31 billion ($15.06 billion after tax) arising primarily from other-than-temporary impairment charges on AIG's investment portfolio. The Securities Lending program accounted for $11.7 billion of these losses, of which $6.9 billion resulted from AIG's change in intent to hold these securities to recovery as the program winds down. The other-thantemporary impairment charges also included $3.9 billion resulting from the severe, rapid decline in fair value of securities outside of the Securities Lending program, for which AIG concluded it could not reasonably assert that the impairment period would be temporary. Also contributing to the loss in the third quarter were losses on partnership and mutual fund investments of $1.7 billion before tax ($1.1 billion after tax) compared to $454 million of income ($295 million after tax) in the third quarter last year. Included in charges related to restructuring activities, are $3.6 billion of additional deferred tax expense for the reversal of historical permanent reinvestment assertions related primarily to AIG's foreign life businesses. At September 30,2008, shareholders' equity was $71.18 billion, including the addition of $23 billion of consideration received for preferred stock not yet issued. Consolidated assets at September 30,2008 were $1.022 trillion. 3 GENERAL INSURANCE General Insurance third quarter 2008 operating loss before net realized capital gains (losses) was $899 million, compared to a profit of $2.51 billion in the third quarter of 2007. The comparison reflects significant catastrophe losses of $1.39 billion, primarily related to hurricanes Gustav and Ike, compared to $24 million in the third quarter of 2007, an increase in operating losses at United Guaranty Corporation (UGC) of $901 million, which included a premium deficiency reserve established on the second-lien business, and a decline in net investment income of $659 million, primarily due to losses from partnership and mutual fund investments. General Insurance net premiums written were $11.73 billion in the third quarter of 2008, a slight decline compared to last year's third quarter. Commercial Insurance, which remains a core part of AIG, reported net premiums written during the third quarter of 2008 of $5.60 billion, a 6.9 percent decline from the third quarter of 2007 reflecting continued underwriting discipline, particularly in workers compensation, and economic conditions in certain key industries, including construction, transportation and real estate. Despite the difficult economic climate and other challenges, Commercial Insurance retained the vast maj ority of its customers and continued to write new business as customers recognized the ongoing value of the company's market-leading capabilities. Foreign General and Private Client Group, also core AIG businesses, reported net premiums written growth of 11.5 percent, including favorable foreign exchange, and 30.2 percent, respectively. At September 30,2008, General Insurance net loss and loss adjustment reserves totaled $73.75 billion, an increase of $1.42 billion in the third quarter 2008 and $4.47 billion for the nine months ended September 30,2008. For the third quarter of 2008, net loss development from prior accident years, excluding accretion of loss reserve discount, was favorable by $144 million, largely due to a $120 million commutation. The overall favorable development consisted of approximately $473 million of favorable development from accident years 2004 through 2007, partially offset by approximately $329 million of adverse development from earlier accident years. LIFE INSURANCE & RETIREMENT SERVICES Life Insurance & Retirement Services third quarter 2008 operating income before net realized capital gains (losses) was $1.01 billion, compared to $2.49 billion in the third quarter of 2007. Results were adversely affected by losses from partnership and mutual fund investments due to the poor performance of equity markets and trading account losses related to certain investment-linked products in the u.K. Results were also negatively affected by increases in deferred acquisition cost expenses primarily in the Domestic Retirement Services business. Premiums and other considerations increased 12.7 percent, including favorable foreign exchange, to $9.35 billion. Premiums, deposits and other considerations amounted to $22.92 billion, a decline of 5.2 percent, primarily related to lower variable annuity sales both in the U.S. and internationally. Realized capital losses totaled $16.34 billion before tax, including $12.89 billion in the Domestic Life Insurance & Retirement Services business. Capital contributions to the Domestic Life Insurance & Retirement Services companies during the third quarter of 2008 totaled $14.9 billion, thereby maintaining strong Risk Based Capital ratios in all operating companies. In addition, capital contributions totaling $1.3 billion were made to ALICOJapan branch and American International Assurance in Hong Kong to maintain capital and solvency ratios. 4 Liquidity pressures related to the Securities Lending program have abated and will be fully resolved with the restructuring plan AIG has announced. As of September 30, 2008, total program liabilities to third parties including the Federal Reserve Bank of New York approximated $33.2 billion and the fair value of assets backing those liabilities approximated $33.3 billion. These amounts include securities lending activities for the SunAmerica Guaranteed Investment Contract business, which is reported in Asset Management. FINANCIAL SERVICES Financial Services reported an $8.35 billion operating loss before net realized capital gains (losses) and the effect ofFAS 133 in the third quarter of2008, compared to a $307 million operating profit in the third quarter of2007. AIG Financial Products Corp., currently in run-off, continued to be pressured by the deteriorating U.S. housing and credit market conditions, as well as ratings downgrades. Consumer Finance reported a $434 million loss, which included a goodwill impairment charge and an increase in the allowance for finance receivable losses due to higher delinquencies and charge offs. American General Finance has closed branches this year and reduced loan originations to a minimal level. International Lease Finance Corporation reported a 13.8 percent increase in operating income to $306 million, compared to $269 million in third quarter 2007, driven by a larger aircraft fleet, higher lease rates and lower interest rates during most of the quarter. ASSET MANAGEMENT Asset Management reported a third quarter 2008 operating loss before net realized capital gains (losses) of $28 million, compared to a $353 million operating profit in the third quarter of2007. The quarter's results reflect lower partnership income and valuation adjustments on certain real estate investments. OTHER OPERATIONS The third quarter 2008 operating loss from Other Operations, before net realized capital gains (losses) and consolidation and elimination adjustments, was $1.56 billion compared to a $428 million loss in the third quarter of2007. These results include higher interest expense that resulted from increased borrowings, including interest on the debt and equity units issued in May 2008 and borrowings under the Fed Facility. # # # Additional supplementary financial data, and a presentation on AIG's businesses with exposure to the current credit market disruption are available in the Investor Information section ofwww.aigcorporate.com. A conference call for the investment community will be held today, November 10, 2008 at 8:30 a.m. EST. The call will be broadcast live on the Internet at www.aigwebcast.com. A replay will be archived at the same URL through Wednesday, November 26,2008. 5 # # # It should be noted that the remarks made in this press release or on the conference call may contain projections concerning financial information and statements concerning future economic performance and events, plans and objectives relating to special purpose vehicles formed with the Federal Reserve Bank of New York, asset dispositions, liquidity, collateral posting requirements, management, operations, products and services, and assumptions underlying these projections and statements. It is possible that AIG's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these projections and statements. Factors that could cause AIG's actual results to differ, possibly materially, from those in the specific projections and statements include developments in global credit markets and such other factors as are discussed in Item 1A. Risk Factors of AIG's Annual Report on Form 10-K for the year ended December 31,2007, and in Item 1A. Risk Factors and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of AIG's Quarterly Report on Form 10-Q for the period ended September 30,2008. AIG is not under any obligation (and expressly disclaims any such obligation) to update or alter its projections and other statements whether as a result of new information, future events or otherwise. # # # American International Group, Inc. (AIG), a world leader in insurance and financial services, is the leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. 6 Comment on Regulation G This press release, including the financial highlights, includes certain non-GAAP financial measures. The reconciliations of such measures to the most comparable GAAP figures in accordance with Regulation G are included within the relevant tables or in the Third Quarter 2008 Financial Supplement available in the Investor Information section of AIG's corporate website, www.aigcorporate.com. Throughout this press release, AIG presents its operations in the way it believes will be most meaningful and useful, as well as most transparent, to the investing public and others who use AIG's financial information in evaluating the performance of AIG. That presentation includes the use of certain non-GAAP measures. In addition to the GAAP presentations, in some cases, revenues, net income, operating income and related rates of performance, and out of period adjustments are shown exclusive of market disruption items, restructuring-related activities, realized capital gains (losses), the effect of FIN 46(R), the effect ofEITF 04-5, the effect ofFAS 133, the effect of trading account losses, the effect of remediation activities, the effect of change in actuarial estimate, the effect of expenses of industry wide reviews, goodwill impairments and the effect of catastrophe-related losses. AIG excludes the effects of FIN 46(R) and EITF 04-5, and the effect of hedging activities that did not qualify for hedge accounting treatment under F AS 133, although they are economically effective hedges, because AIG believes that excluding these items permits investors to better assess the performance of the underlying businesses. AIG believes that providing information in a non-GAAP manner is more useful to investors and analysts. Likewise, AIG excludes certain entities consolidated pursuant to FIN 46(R) or EITF 04-5, including certain AIG managed partnerships, private equity and real estate funds, where AIG does not in fact have the economic interest that is presumed to be held by consolidation, because AIG believes this presentation is more meaningful than the GAAP presentati on. Although the investment of premiums to generate investment income (or loss) and realized capital gains or losses is an integral part of both life and general insurance operations, the determination to realize capital gains or losses is independent of the insurance underwriting process. Moreover, under applicable GAAP accounting requirements, losses can be recorded as the result of other than temporary declines in value without actual realization. In sum, investment income and realized capital gains or losses for any particular period are not indicative of underlying business performance for such period. AIG believes that underwriting profit (loss) provides investors with financial information that is not only meaningful but critically important to understanding the results of property and casualty insurance operations. Operating income of a property and casualty insurance company includes three components: underwriting profit (loss), net investment income and realized capital gains (losses). Without disclosure of underwriting profit (loss), it is impossible to determine how successful an insurance company is in its core business activity of assessing and underwriting risk. Including investment income and net realized capital gains (losses) in operating income without disclosing underwriting profit (loss) can mask underwriting losses. The amount of net investment income may be driven by changes in interest rates and other factors that are totally unrelated to underwriting performance. 7 Underwriting profit (loss) is an important measurement used by AIG senior management to evaluate the performance of its property and casualty insurance operations. AIG includes the measurement required in statutory financial statements filed with state insurance departments and adjusts for changes in deferred acquisition costs in order to make the measure more consistent with the information provided in AIG's consolidated financial statements. Further, the equity analysts who follow AIG exclude the realized capital transactions in their analyses for the same reason and consistently request that AIG provide the non-GAAP information. Life and retirement services production (premiums, deposits and other considerations), gross premiums written, net premiums written and loss, expense and combined ratios are presented in accordance with accounting principles prescribed or permitted by insurance regulatory authorities because these are standard measures of performance used in the insurance industry and thus allow for more meaningful comparisons with AIG's insurance competitors. 8 American International Group, Inc. Financial Highlights* (in millions, except per share data) Three Months Ended September 30, 2008 2007 (a) Change Nine Months Ended September 30, 2008 2007 (a) Change General Insurance Operations: 11,726 $ 11,823 Net Premiums Earned 11,731 11,433 Underwriting Profit (Loss) (1,634) 1,114 Net Premiums Written $ Net Investment Income Income (Loss) before Net Realized Capital Gains (Losses) 1,394 (899) 2,508 (1,658) Net Realized Capital Gains (Losses) (b) Operating Income (Loss) 735 $ Loss Ratio (c) Expense Ratio (c) Combined Ratio (c) (2,557) $ (0.8) % $ 2.6 (47.3) % 2,439 82.28 64.64 31.33 113.61 36,068 35,241 34,015 (1,006) 3,937 3,107 4,585 (32.2) 2,101 8,522 (75.3) % (2,494) (69) $ (0.1) % 36,026 $ (393) $ 3.6 (11) 8,511 75.02 64.24 25.53 27.68 24.02 90.17 102.70 88.26 Life Insurance & Retirement Services Operations: Premiums and Other Considerations $ 9,354 $ 8,300 12.7 % $ 28,257 $ 24,895 13.5 % Net Investment Income 2,345 4,823 (51.4) 11,734 16,468 (28.7) Income before Net Realized Capital Gains (Losses) 1,012 2,490 (59.4) 6,159 7,926 (22.3) Net Realized Capital Gains (Losses) (b) (16,341) (491) (25,720) (1,026) Operating Income (Loss) (15,329) 1,999 (19,561) 6,900 (8,347) 307 (22,772) 1,263 177 428 Financial Services Operations: Operating Income (Loss) excluding F AS 133 and Net Realized Capital Gains (Losses) (d) (e) FAS 133 (b) (33) Net Realized Capital Gains (Losses) (b) Operating Income (Loss) 61 (58.6) (66) (8,203) 669 (28) 353 (185) (169) (70) (22,880) 1,008 Asset Management Operations: Operating Income (Loss) before Net Realized Capital Gains (Losses) 276 1,706 Net Realized Capital Gains (Losses) (b) (1,116) (232) (2,985) 100 Operating Income (Loss) (1,144) 121 (2,709) 1,806 (1,555) (428) (2,803) (1,331) Other Net Realized Capital Gains (Losses) (b) 139 (199) Consolidation and Elimination Adjustments (b) (f) 464 278 Other before Net Realized Capital Gains (Losses) 66.9 % (96) (226) 237 711 Income (Loss) before Income Taxes (Benefits) and Minority Interest (28,185) 4,879 (48,205) 17,379 Income Taxes (Benefits) (g) (3,480) 1,463 (10,374) 4,868 (24,705) 3,416 (37,831) 12,511 Income (Loss) before Minority Interest Minority Interest, after-tax: Income (Loss) before Net Realized 140 Capital Gains (Losses) 97 Net Realized Capital Gains (Losses) Net Income (Loss) $ (24,468) $ 9 97 (323) 104 (8) 3,085 $ (37,630) $ (1,005) (14) 11,492 (83.8) (66.7) % Financial Highlights Three Months Ended September 30, 2008 2007 (a) Change Net Income (Loss) Net Realized Capital Gains (Losses), net of tax (h) FAS 133 Gains (Losses), excluding Net Realized Capital Gains (Losses), net of tax Adjusted Net Income (Loss) $ Effect of Capital Markets Unrealized Market Valuation (Losses) on Super Senior Credit Default Swaps, net of tax, included in Adjusted Net Income (Loss) above (24,468) $ (15,056) 3,085 (600) (172) (9,240) (4,585) Effect of Capital Markets Credit Valuation Adjustment, net of tax, included in Adjusted Net Loss above (37,630) $ (23,038) 11,492 (673) 196 3,489 (470) (14,122) (341) 12,506 (229) (14,122) (229) Effect of Capital Markets Unrealized Market Valuation (Losses) on Super Senior Credit Default Swaps, net of tax, included in Adjusted Net Income (Loss) above (9.05) (5.57) 1.19 (0.23) (14.40) (8.82) 4.40 (0.26) (0.06) (3.42) 0.07 1.35 (0.18) (5.40) (0.13) 4.79 (0.09) (5.40) (0.09) (1.70) $ $ (1,066) (0.26) (0.41) Book Value Per Share Weighted Average Diluted Shares Outstanding (i) $ (705) Earnings Per Share - Diluted: Net Income (Loss) Net Realized Capital Gains (Losses), net of tax (h) FAS 133 Gains (Losses), excluding Net Realized Capital Gains (Losses), net of tax Adjusted Net Income (Loss) Effect of Capital Markets Credit Valuation Adjustment, net of tax, included in Adjusted Net Loss above Nine Months Ended September 30, 2008 2007 (a) Change $ 2,703 2,589 26.46 $ 40.81 2,613 2,609 * Including reconciliation in accordance with Regulation G. (a) Certain amounts have been reclassified in 2007 to conform to the 2008 presentation. (b) Includes gains (losses) from hedging activities that did not qualify for hedge accounting treatment under FAS 133 "Accounting for Derivative Instruments and Hedging Activities", including the related foreign exchange gains and losses. (c) Ratios for all periods include the underwriting results of Mortgage Guaranty's second-lien business which was placed in run-off in September 2008. (d) Includes $7.05 billion and $21. 73 billion of pre-tax net unrealized market valuation losses on AIGFP's super senior credit default swap portfolio in the third quarter and nine months of 2008, respectively. (e) Includes changes in pre-tax credit spreads on the valuation of Capital Markets' assets of $(2.28) billion and $(5.26) billion and liabilities of $1.19 billion and $3.62 billion (but excluding $98 million and $207 million of gains on the super senior credit default portfolio reported with the unrealized market valuation loss), in the third quarter and nine months of 2008, respectively. (f) Includes income from certain AIG managed partnerships, private equity and real estate funds that are consolidated. Such income is offset in minority interest expense, which is not a component of operating income. (g) Includes $3.63 billion of deferred tax expense attributable to the potential sale offoreign businesses, and a $3.33 billion valuation allowance to reduce tax benefits on capital losses in both third quarter and nine months of 2008. (h) Includes $3.33 billion deferred income tax valuation allowance in the third quarter and nine months of 2008, with respect to the utilization of capital loss carry forwards. (i) As a result of the losses reported in third quarter and nine months of 2008, basic shares outstanding were used for these periods. 10 (35.2) % Contact: Charlene Hamrah (Investment Community) (212) 770-7074 Nicholas Ashooh (News Media) (212) 770-3523 Joe Norton (News Media) (212) 770-3144 u.s. TREASURY, FEDERAL RESERVE AND AIG ESTABLISH COMPREHENSIVE SOLUTION FOR AIG Designed to Create Durable Capital Structure, Resolve Liquidity Issues from Credit Default Swaps and U.S. Securities Lending, Facilitate Orderly Asset Sales, and Enable Repayment of Loan Plus Interest NEW YORK, November 10, 2008 - American International Group, Inc. (AI G) today announced agreements with the US. Treasury and the Federal Reserve to establish a durable capital structure for AIG, and facilities designed to resolve the liquidity issues AIG has experienced in its credit default swap portfolio and its US. securities lending program. Edward M. Liddy, AIG Chairman and CEO, said these agreements are a dramatic step forward for AIG and all of its stakeholders: "Today's actions send a strong signal to our policyholders, business partners and counterparties that AIG is on the road to recovery. Our comprehensive plan addresses the liquidity issues that threatened AIG, and gives us the financial flexibility to complete our restructuring process successfully for the benefit of all of our constituencies." Liddy continued, "The $85 billion emergency bridge loan was essential to prevent an AIG bankruptcy, which would have caused incalculable damage to AIG, our economy and the global financial system. Thanks to decisive action by Congress, Treasury and the Federal Reserve, there are now additional tools available to create a durable capital structure that will make possible an orderly disposition of certain of AIG' s assets and a successful future for the company. Our goal is to repay taxpayers in full with interest, and emerge as a focused global insurer that will create meaningful value for taxpayers and other stakeholders." The actions announced today include both ongoing financing facilities and one-time transactions designed to address AIG's liquidity issues. The ongoing financing facilities include: • Preferred Equity Investment: The US. Treasury will purchase, through TARP, $40 billion of newly issued AIG perpetual preferred shares and warrants to purchase a number of shares of common stock of AIG equal to 2% of the issued and outstanding shares as of the purchase date. All of the proceeds will be used to pay down a portion of the Federal Reserve Bank of New York (FRBNY) credit facility. The perpetual preferred shares will carry a 10% coupon with cumulative dividends. -moreArrH.~~iean Int0n!iatk:ma~ GrO:Uf~$hu;. 70 Pin~:: StrmH,f\J,h,vYct'k, ;\lY lOnO u.s. Treasury, Federal Reserve and AIG Establish Comprehensive Solution for AIG... November 10, 2008 Page two • Revised Credit Facility: The existing FRBNY credit facility will be revised to reflect, among other things, the following: (a) the total commitment following the issuance of the perpetual preferred shares will be $60 billion; (b) the interest rate will be reduced to LIBOR plus 3.0% per annum from the current rate of LIB OR plus 8.5% per annum; (c) the fee on undrawn commitments will be reduced to 0.75% from the current fee of8.5%; and (d) the term of the loan will be extended from two to five years. The extension of the term of the loan will give AIG time to complete its planned asset sales in an orderly manner. Proceeds from these asset sales will be used to repay the credit facility. In connection with the amendment to the FRBNY credit facility, the equity interest that taxpayers will hold in AIG, coupled with the warrants described above, will total 79.9%. The one-time transactions involve the creation of two financing entities capitalized with loans from AIG and the FRBNY. These entities will purchase assets related to AIG's US. securities lending program and Multi-Sector Collateralized Debt Obligations (CDOs) on which AIG has written credit default swap (CDS) contracts. The entities will collect cash flows from the assets and pay interest on the debt. FRBNY and AIG will share in any recoveries in the market prices of the assets. • Resolution of U.S. Securities Lending Program: AIG will transfer residential mortgage-backed securities (RMBS) from its securities lending collateral portfolio to a newly-created financing entity that will be capitalized with $1 billion in subordinated funding from AIG, and senior funding from the FRBNY up to $22.5 billion. After both amounts have been repaid in full by the financing entity, the parties will participate in any further returns on RMBS. As a result of this transaction, AIG's remaining exposure to losses from its US. securities lending program will be limited to declines in market value prior to closing and its $1 billion of funding. This financing entity, together with other AIG funds, will eliminate the need for the US. securities lending liquidity facility established bJ;' AIG and FRBNY in October, which had $19.9 billion outstanding as of November 5 . Upon repayment to all participants, AIG will terminate its US. securities lending program. • Reduction of Exposure to Multi-Sector Credit Default Swaps: AIG and FRBNY will create a second financing entity that will purchase up to approximately $70 billion of Multi-Sector CDO exposure on which AIG has written CDS contracts. Approximately 95% of the write-downs AIG Financial Products has taken to date in its CDS portfolio were related to Multi-Sector CDOs. In connection with this transaction, CDS contracts on purchased Multi-Sector CDOs will be terminated. AIG will provide up to $5 billion in subordinated funding and FRBNY will provide up to $30 billion in senior funding to the financing entity. As a result of this transaction, AIG's remaining exposure to losses on the Multi-Sector CDOs underlying the terminated CDS's will be limited to declines in market value prior to closing and its up to $5 billion funding to the financing entity. As with the securities lending program, FRBNY and AIG will share in any recoveries in the market prices of assets. AIG will continue to have exposure to CDS contracts on Multi-Sector CDOs that are not terminated. As AIG winds down its Financial Products division, it will also have exposure to other types of remaining CDS contracts, which have generated substantially smaller total collateral demands than the CDS contracts on Multi-Sector CDOs. -more- u.s. Treasury, Federal Reserve and AIG Establish Comprehensive Solution for AIG ... November 10, 2008 Page two Taxpayers will benefit from the transactions with AIG as follows: fees, interest and repayment of the FRBNY loan in full, payment of a 10% coupon on the newly issued preferred shares, cash payments from the assets purchased by the two financing entities and potential asset appreciation in the underlying securities held by those entities. Taxpayers will own 77.9% of the equity of AIG and will hold warrants to purchase an additional 2% equity interest, and so will benefit from any future appreciation in AIG shares. AIG will also continue to participate in the recent government program being utilized by many companies for the sale of commercial paper. The Commercial Paper Funding Facility (CPFF) has allowed AIG to reenter the commercial paper market. AIG is authorized to issue up to $20.9 billion to the CPFF and has currently issued approximately $15.3 billion as of November 5, 2008. Mr. Liddy continued, "All of these steps, which would not have been possible in September, will benefit AIG, its stakeholders and the American taxpayers. This plan contributes to stabilizing the financial system and provides the opportunity for the public to realize gains on its AIG investment in the future. These measures will also put AIG on track to emerge as a nimble competitor with good long-term growth prospects." "This innovative solution enhances AIG's liquidity position. At the same time, American taxpayers will be fairly compensated for funds lent to AIG, and they will capture the majority of any appreciation in the value of the securities involved in the program in the years ahead." Liddy added, "Today's announcement would not have been possible without the vision and extraordinary hard work, dedication and cooperation of officials from the U.S. Treasury, the Federal Reserve Bank of New York, the Federal Reserve Board and the state insurance departments. On behalf of AIG, I would like to extend sincere thanks to all of those involved in crafting this mutually beneficial solution." # # # It should be noted that the remarks made in this press release may contain projections concerning financial information and statements concerning future economic performance and events, plans and objectives relating to special purpose vehicles formed with the Federal Reserve Bank of New York, asset dispositions, liquidity, collateral posting requirements, management, operations, products and services, and assumptions underlying these projections and statements. It is possible that AIG's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these projections and statements. Factors that could cause AIG's actual results to differ, possibly materially, from those in the specific projections and statements include developments in global credit markets and such other factors as are discussed in Item 1A. Risk Factors of AIG's Annual Report on Form 10-K for the year ended December 31,2007, and in Item 1A. Risk Factors and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of AIG's Quarterly Report on Form 10-Q for the period ended September 30, 2008. AIG is not under any obligation (and expressly disclaims any such obligation) to update or alter its projections and other statements whether as a result of new information, future events or otherwise. American International Group, Inc. (AIG), a world leader in insurance and financial services, is the leading internationalmsurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide l?roperty-casualty and life insurance networks of any insurer. In addition, AIG compames are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. # # # Shareholders' Equity Roll Forward ($ in mil) June 30, 2008 Shareholders' Equity Estimated Net Loss for Third Quarter - Adjusted Net Loss (ex. AIGFP Unrealized Market Valuation Losses) - AIGFP Unrealized Market Valuation Losses - AIGFP Credit Valuation Adjustment on Other Assets and Liabilities Estimated Adjusted Net Loss - Net Realized Capital Losses - FAS 133 Gains (Losses), Net $ 78,088 (3,878) (4,493) (705) (9,076) (13,491) (172) Estimated Net Loss Estimated Other Comprehensive Loss Unrealized Appreciation (Depreciation) of Investments, Net Foreign Currency Translation Adjustment, Net Change in All Other Comprehensive Income, Net All Other Estimated Other Comprehensive Loss Estimated Change in APIC Consideration Received for Preferred Stock Not Yet Issued September 30, 2008 Estimated Shareholders' Equity (22,739) (3,942) (1,563) (72) 139 (5,438) 23,000 $ 72,911 Page 3 Significant Items in the Quarter 302008 Pretax GAAP Income (Loss) - Estimated Reported $ Adjustments: Minority interest (afffects pretax only) Net realized capital gains (losses) FAS 133 Adjusted Income (Loss) - Estimated Reported (27,911) 202008 After Tax $ (22,739) Pretax $ (8,756) After Tax $ (5,357) (284) (18,161) (265) (13,491) (172) 18 (6,074) (26) (4,019) (17) (9,201) (9,076) (2,674) (1,321) Restructuri ng-re lated: Taxes: Reversal of permanent reinvestment assertion for foreign businesses (3,627) Fed Facility interest expense (802) (521) Goodwill impairment (432) (432) (465) (302) (1,699) (4,882) AIGFP unrealized market valuation loss (6,912) (4,493) (5,565) (3,617) AIGFP credit valuation adjustment (1,085) (705) (518) (337) (133) (86) 212 138 UGC 2nd lien exit Total restructuring-related Market disruption: AIGFP deferred compensation rel.€rsal 563 366 UK inl.€stment-linked products (501) (326) Domestic Retirement Services DAC unlocking (616) (400) 569 370 DAC/SIA benefit for realized capital losses Partnership & mutual fund income (losses) (1,664) (1,082) 190 124 Total market disruption (9,646) (6,270) (5,814) (3,778) 2,144 2,076 3,140 2,4571 IAdjusted Income -estimated excluding restructuring and market disruption Other: (1,391) (904) AGF operating results Catastrophes (446) (290) (40) (26) UGC operating results (excluding PDR) (651) (423) (518) (337) (2,488) (1,617) (558) (363) Total other Adjusted Income - estimated excluding all noteworthy items $ 4,632 $ 3,693 $ 3,698 $ 2,820 Page 4 Shareholders' Equity Roll Forward ($ in mil) $ 78,088 June 30, 2008 Shareholders' Equity Net Loss for Third Quarter - Adjusted Net Loss (ex. AIGFP Unrealized Market Valuation Losses) - AIGFP Unrealized Market Valuation Losses - AIGFP Credit Valuation Adjustment on Other Assets and Liabilities Adjusted Net Loss - Net Realized Capital Losses - FAS 133 Gains (Losses), Net (3,950) (4,585) (705) (9,240) (15,056) (172) Net Loss Other Comprehensive Loss Unrealized Appreciation (Depreciation) of Investments, Net Foreign Currency Translation Adjustment, Net Change in All Other Comprehensive Income, Net Other Comprehensive Loss Change in APIC Consideration Received for Preferred Stock Not Yet Issued Other Changes to Shareholders' Equity September 30, 2008 Shareholders' Equity (24,468) (3,942) (1,563) (72) (5,577) 23,000 139 $ 71,182 Page 3 • Significant Items In the Quarter 3Q 2008 Pretax GAAP Income (Loss) - Reported $ Adjustments: Minority interest (affects pretax only) Net realized capital gains (losses) FAS 133 Adjusted Income (Loss) - Reported 2Q 2008 After Tax (28,185) $ Pretax (24,468) $ After Tax (8,756) $ (5,357) (134) (18,312) (265) (15,056) (172) 18 (6,074) (26) (4,019) (17) (9,474) (9,240) (2,674) (1,321) Restructuring-related: Taxes - reversal of permanent reinvestment assertion for foreign businesses (3,628) Fed Facility interest expense (802) (521) Goodwill impairment (432) (432) UGC 2nd lien exit (465) (302) (1,699) (4,883) AIGFP unrealized market valuation loss (7,054) (4,585) (5,565) (3,617) AIGFP credit valuation adjustment (1,085) (705) (518) (337) (133) (86) Total restructuring-related Market disruption: AIGFP deferred compensation reversal 563 366 UK investment-linked products (501) (326) Domestic Retirement Services DAC/SIA charges (728) (473) 212 138 Partnership & mutual fund income (losses) DAC/SIA benefit for realized capital losses (1,664) 478 (1,082) 190 124 Total market disruption (9,991) (6,494) (5,814) (3,778) 2,216 2,137 3,140 2,457 IAdjusted Income - excluding restructuring and market disruption 311 Other: Catastrophes AGF operating results (excluding goodwill impairment) UGC operating results (excluding 2nd lien exit) Total other Adjusted Income - excluding all noteworthy items $ (1,391) (904) (105) (68) (40) (26) (651) (423) (518) (337) (2,147) (1,395) (558) (363) 4,363 $ 3,532 $ 3,698 $ 2,820 Page 4 DRAFT Moody's comments on AIG's 3008 results and restructuring plan Moody's Investors Service is maintaining its present ratings on American International Group, Inc. (NYSE: AIG - senior unsecured debt at A3, short-term debt at Prime-1, on review for possible downgrade) following announcements of AIG's large net loss for the third quarter of 2008 and of a government-supported restructuring plan. Moody's noted that the restructuring plan, which includes a large infusion of preferred stock, will restore much of the capital lost in recent periods and will also help AIG to reduce or eliminate some of its most troublesome investment and derivative exposures. The current ratings of AIG incorporate Moody's expectation that the insurer will continue to benefit from strong government support while it executes its asset sales plan. The continuing review for possible downgrade reflects the substantial execution risk in AIG's restructuring efforts, particularly efforts to sell multiple business units during a period of economic stress. AIG reported a net loss of $-?41;i!iliQp for the third quarter of 2008, driven mainly by net realized capital losses (mostly other-than-temporary impairment of investments), unrealized market valuation losses on derivatives, and other charges related to financial market turmoil and the restructuring plan. Over the past four quarters, AIG has reported cumulative net losses of :M::3billi6ri and net unrealized depreciation on investments totaling $jE\~@qn. These losses and write-downs pertain largely to mortgage-related exposures in the credit default swap (CDS) portfolio of AIG Financial Products Corp. (AIGFP) and in the securities lending collateral pool of AIG's US life insurance subsidiaries. Significant cash collateral calls and reductions/terminations of securities borrowing arrangements have strained AIG's liquidity and capital resources. To help AIG meet its obligations, the Federal Reserve Bank of New York (the Fed) provided the company with an $85 billion two-year secured revolving credit facility on September 16, 2008. As part of this transaction, the Fed obtained a 79.9% equity interest in AIG. Also, on October 8, 2008, the Fed entered into a $37.8 billion securities borrowing facility with certain of AIG's US insurance subsidiaries. Under the restructuring plan announced 160<l.Y, the Fed intends to replace the $85 billion revolving credit facility with a $40 billion redeemable perpetual preferred stock issue and a $60 billion five-year secured revolving credit facility, with pricing and other terms that are more favorable to AIG than the current Fed credit facility. In addition to the recapitalization, AIG and the Fed have announced a de-risking plan that would cap AIG's exposure to further market value deterioration in its mortgage-related securities lending collateral pool and in the multi-sector component of its CDS portfolio. In each case, AIG would transfer these exposures to an unaffiliated special purpose vehicle (SPV) funded by a large tranche of senior financing provided by the Fed and a smaller tranche of junior financing (equity) provided by AIG. The exposures would be transferred to the SPVs at estimated current market values. The transaction with the securities lending collateral pool is intended to allow for termination of AIG's securities lending program and of the Fed's $37.8 billion securities borrowing facility. Although AIG will crystallize substantial losses on its mortgage-related exposures through these transactions, the $40 billion preferred stock investment mitigates that concern, providing significant incremental protection for senior creditors. To repay its borrowings under the Fed revolving credit facility, AIG is attempting to sell a broad range of businesses, including many of its Life Insurance & Retirement Services, Financial Services and Asset Management operations, as well as some modest-sized General Insurance units. Remaining core operations are intended to include the US-based Commercial Insurance Group, Foreign General Insurance and a majority stake in American International Assurance. Moody's said that the proposed recapitalization and de-risking transactions will provide AIG with additional time and flexibility to facilitate asset sales and bolster AIG's operating performance. Terminating the securities lending pool may make the participating life insurers more attractive to potential buyers. In addition, the more favorable capital structure may give various constituents - customers, distributors, employees, creditors, potential business buyers - greater confidence that AIG can complete its asset sales and repay the Fed revolving credit facility within a reasonable time frame. Moody's noted, however, that AIG faces serious headwinds, including the weak global economy and limited availability of financing alternatives for potential business buyers. The company also faces the daunting task 1 DRAFT of unwinding the remaining operations of AIGFP (beyond the multi-sector component of the CDS portfolio). The costs and timing of this likely prolonged and complex unwinding process are difficult to estimate, but could be substantial. Finally, AIG's ultimate capital structure, assuming successful completion of the global divestiture plan and repayment of the Fed revolving credit facility, would still likely include substantial debt and hybrid securities with large fixed charge requirements. Moody's has estimated that AIG's financial leverage and coverage metrics at that time, absent other capital raising or restructuring initiatives, would be somewhat weak for the single-A debt rating. Offsetting these challenges and weaknesses is the strong support demonstrated by the Fed. The Fed has shown flexibility in adjusting the amount and terms of its support with changing circumstances at AIG and in the broader financial markets. The current ratings on AIG and its subsidiaries reflect Moody's expectation of continuing Fed support, not only to fund immediate liquidity needs but also to facilitate the global divestiture plan and the unwinding of AIGFP. Without such support, the ratings of AIG and many of its subsidiariesincluding core operations and businesses identified for sale - would be lower. Moody's continuing review of the ratings on AIG and its subsidiaries will focus on (i) the firm's evolving liquidity profile, including the level of borrowing under the Fed revolving credit facility; (ii) execution of the derisking transactions for the securities lending pool and the multi-sector component of the CDS portfolio; (iii) the timing and amounts of cash proceeds generated from asset sales; (iv) development of a comprehensive plan to unwind AIGFP, including estimated costs and timing; (v) the performance of major operating units, whether they are core operations or targeted for sale; and (vi) the resulting financial profile (e.g., financial leverage and fixed charge coverage) of AIG following the asset sales. For those operations being sold, Moody's will consider their intrinsic financial strength as well as the rating profiles of potential acquirers. The last rating action on AIG took place on October 3, 2008, when Moody's downgraded the senior unsecured debt rating to A3 from A2, with a continuing review for possible downgrade, following the announcement of AIG's global divestiture plan. AIG, based in New York City, is an international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG reported total revenues of $xxxbil!iQO and a net loss of $@;¢bil!iQO for the third quarter of 2008. Shareholders' common equity was $;j.~I:#IliPh as of September 30, 2008. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to punctually pay senior policyholder claims and obligations. For more information, please visit our website at www.moodys.com/insu rance. 2 FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Chair: Ted Collins Attendee: Robert Ri el, Other voting members: Greg Bauer, Jeff Berg, Wally Enman, Shachar Gonen, Barbara Havlicek, Steve Hess, Sarah Hibler, Arlene Isaacs-Lowe, Joel Levine, David Masters, Mark Wasden, Tentative: Navneet Agarwal, Jack Dorer, Blaine Frantz, Joel Levine, Michel Madelain, Masahiko Miwa, Ifigenia Palimeri, Jonathan Polan Detlef Scho Amita Shrivastava Mutsuo Suzuki Nicolas Weill Bob You Non-voting members: Cindy Do Reason for Rating Committee: RAS to consider comprehensive plan proposed by AIG and the Fed to strengthen AIG's capital structure and eliminate the risk of further market declines in the company's sec lendin rtfolio holds substantial RM and its multi-sector COO/CDS rtfolio. Last Rating Action (include date and reason): Oct. 3, 2008 - Downgraded AIG ratings by one notch (senior unsecured debt to A3 from A2, RUR-down) following announcement of global restructuring plan, and took various rati actions on subsidiaries. Strengths of comprehensive plan • Caps downside risk in RE-exposed RMBS and CDS portfolios • Provides a substantially more favorable capital structure by virtue of: o Larger available amount from Fed ($40 bin prfrd + $60 bin debt vs $85 bin debt) o Longer term (perpetual prfrd + 5-yr debt vs 2-yr debt) o Lower cost (10% on prfrd + 75bp/L+3% on debt vs 8.5%/L+8.5% on debt) o Subordination of Fed's preferred interest to senior unsecured creditors, while the preferred remains outstanding • Sec lending exit leaves cleaner financial statements for insurance units to be sold • New capital structure also facilitates asset sales by reducing the proceeds required and the speed at which sales must be completed to retire primary Fed facility e of more achievable ob·ectives asset sales stabilizi to all • Con 1 • constituents In addition, some operations (e.g., AIGCI, AlA) seem to have largely stabilized relative to the trying days of mid-September Concerns regarding comprehensive plan • Locks in losses on RMBS and CDS portfolios at today's market values (albeit with potential minority stake in residual value over time) • Asset sales highly challenging in light of soft global economy and limited availability of credit • Operating results also likely to be constrained by soft economy • Any delays/disruptions in de-risking and sales processes could erode value in core operations and in assets to be sold • Company's estimated financial leverage and coverage metrics as of YE 2010-2011 are indicative of IFS ratings in the A range and a parent senior unsecured debt rating in the Baa range • Significant uncertainties/variability surrounding AIGFP wind-down, including process, timing, costs, counterparty behavior, market performance • AIGFP exposed to significant additional rating triggers in Baa range Recommendation AIG faces serious headwinds in its efforts to shed RMBS and CDS, sell non-core businesses, unwind AIGFP, maintain economic value other operations, and develop a sustainable capital structure. Offsetting these headwinds is the extraordinary support from the Fed - starting with the $85 bin secured revolving credit facility, followed by the $38 bin sec lending facility, the proposed $100 bin refinancing package (to replace the $85 bin), and the proposed solutions for the sec lending and CDS portfolios. The Fed and its advisors appear to have significant resources dedicated full-time to AIG. The Fed now has a large financial interest in AIG, but its main goal, we believe, is the same as it was in mid-September - to enable AIG to "sell certain of its businesses in an orderly manner, with the least possible disruption to the overall economy." The Fed support is likely to continue for as long as it takes AIG to sell major non-core businesses and to unwind much of AIGFP's portfolio. These projects, particularly AIGFP, could take years, by which time we may have seen the worst of the economic and housing slumps. We believe that the Fed support is sufficient to sustain AIG's short-term and long-term ratings at current levels. The continuing RUR-down would focus on the sec lending and CDS solutions, to be completed over the next couple of months, as well as any tangible progress on asset sales and the AIGFP runoff. Current & Recommended Ratings on AIG Entities November 5,2008 American International Group, Inc. Fully supported ratings AIG Financial Products Corp. & subsidiaries AIG Life Holdings (US), Inc. AIG Retirement Services, Inc. American General capital securities AIG, AIGFP, AIG Funding, AIG Liquidity, AIGMFC Businesses to be retained AIG Commercial Insurance Group (8) AIG General Insurance (Taiwan) Co., Ltd. AIG UK Limited American General Finance Corporation United Guaranty subsidiaries UGRIC & UGMIC United Guaranty subsidiaries UGRIC of NC & UGCIC Businesses to be sold AIG Domestic Life Insurance & Retirement Services (9) AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Limited American Life Insurance Company International Lease Finance Corporation SunAmerica Life Insurance Company Transatlantic Holdings, Inc. Transatlantic Reinsurance Company Rating Type LT Issuer ST Issuer Bkd LT Issuer Bkd Sr Debt Bkd Sr Debt Bkd Tr Prfrd Stock (Bkd) ST IFS IFS IFS Sr Unsec Debt IFS IFS IFS IFS IFS IFS Sr Unsec Debt IFS Sr Unsec Debt IFS 2 Support AIG AIG AIG AIG Curr SA A3 A3 A3 Baa1 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn C/Caa2 Aa3 A3 A1 Baa1 Aa3 Baa1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Aa3 Aa3 Aa3 Aa3 Baa2 Aa3 A3 Aa3 Aa3 Aa3 Aa3 Aa3 Baa1 Aa3 A3 Aa3 R-Dn R-Dn R-Dn R-Dn R-Unc R-Dn R-Unc R-Unc G'tee G'tee G'tee G'tee AIG Agmt AIG Agmt AIG Agmt AIG Agmt Curr Curr Public Outlook R-Dn A3 P-1 R-Dn Aa3 A3 A1 Baa1 Aa3 Rec SA Rec Rec Public Outlook R-Dn A3 P-1 R-Dn A3 A3 A3 Baa1 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn C/Caa2 Aa3 A3 A1 Baa1 Aa3 Baa1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Aa3 Aa3 Aa3 Aa3 Baa2 Aa3 A3 Aa3 Aa3 Aa3 Aa3 Aa3 Baa1 Aa3 A3 Aa3 R-Dn R-Dn R-Dn R-Dn R-Unc R-Dn R-Unc R-Unc Aa3 A3 A1 Baa1 Aa3 Contents Rating History QTools Stock Chart Organizational Chart with Rated Entities CDS & RMBS Losses & Writedowns Press Release (Oct. 3,2008) Business Mix (2007) Financial Highlights (2002-2007) Segment Detail (2004-2007) Consolidated Financial Statements (2Q08) Invested Assets (June 30, 2008) Super-senior CDS Portfolio (June 30, 2008) Financial Highlights (3Q08) Proposed Changes to Capital Structure Proposed Solution for Sec Lending Proposed Solution for Multi-sector CDOs Unwinding of AIGFP Asset Sale Plans Pro Forma Financial Leverage & Coverage AIG Commercial Insurance Scorecards Rating Triggers 4 4 5 6 7 8-11 12 13 14 15-17 18-22 23 24-28 29-30 31-32 33 34-35 36-37 38-39 40-41 42 3 Rating History American International Group, Inc. senior unsecured debt Aaa Aa1 Aa2 Aa3 A1 A2 A3 04195 02196 12196 10197 08198 06199 04100 02101 12101 10102 08103 06104 04105 02106 12106 10107 08108 QTools American International Group, Inc . fon.~- -: ;'..i~ -2 ~~l-;~ S;;.;:;.: ...::: 5:;;;;;L":~ 4 AIG Stock Chart AMER INTL GROUP as of 4-Nov-2008 80 Splits: .... 60k"~c~J~~C~Q"C";C"C w,.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.· ...·.·.·.·.·.·.·.·..................................................................................................................................................................................................................................................................................................... H 40r·······························.··················· ....................•...•.. ~ •............ 20r································.·················· .....................•...................... lr---~--~~--~--~~~~--~~~--~~~~--~--~~--~----~ if! 1.5 51.0r································.················ .......................•...................... ....... ....... ~0.5r·······························.················· ......................•...................... (CJ O.O~~~~~ Cop~right ____ ~~~ ____ ~ __ -L~~~ 2008 Yahoo! Inc. __~~~~__~~~~~ww http://finance.~ahoo.com/ Market capital as of Nov. 4, 2008: $6.5 bIn 5 Organizational Chart with Rated Entities Current & Recommended Ratings on AIG Entities - November 5, 2008 Ownership Structure * Domicile American International Group, Inc. ("AIG") DE AIG Capital Corporation American General Finance, Inc. American General Finance Corporation ("AGFC") AGFC Capital Trust I Yosemite Insurance Company CommoLoco, Inc. International Lease Finance Corporation ("ILFC") Business Segment Parent Rating Type LT Issuer Sr Unsec Debt Subord Debt ST Issuer Support Curr SA Curr Curr Public Outlook R-Dn A3 R-Dn A3 R-Dn Baa1 P-1 R-Dn DE Fin Svcs Fin Svcs IN IN DE IN Puerto Rico CA Fin Fin Fin Fin Svcs Svcs Svcs Svcs ILFC E-Capital Trusts I & II AIG Financial Products Corp. DE Fin Svcs Fin Svcs AIG Matched Funding Corp. DE Fin Svcs AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. AIG-FP Matched Funding (Ireland) P.L.C. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Ltd. AIG Life Holdings (US), Inc. ("AIG LHUS") AGC Life Insurance Company AIG Annuity Insurance Company AIG Life Insurance Company American General Life and Accident Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company American International Life Assurance Company of NY The United States Life Insurance Company in the City of NY American General Capital II American General Institutional Capital A & B AIG Liquidity Corp. AIG Property Casualty Group, Inc. AIG Commercial Insurance Group, Inc. AIG Casualty Company AIU Insurance Company AIG General Insurance (Taiwan) Co., Ltd. American Home Assurance Company Transatlantic Holdings, Inc. DE DE DE France DE DE Bermuda Japan Bermuda TX MO TX DE TN TX TX NY NY DE DE DE DE DE PA NY Taiwan NY DE Fin Svcs Fin Svcs Fin Svcs Fin Svcs Funding for Parent Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Transatlantic Reinsurance Company Commerce and Industry Insurance Company The Insurance Company of the State of Pennsylvania National Union Fire Ins Company of Pittsburgh, Pa. American International Specialty Lines Insurance Co. New Hampshire Insurance Company United Guaranty Corporation United Guaranty Residential Insurance Company ("UGRIC") United Guaranty Commercial Insurance Company of NC United Guaranty Mortgage Indemnity Company United Guaranty Residential Insurance Company of NC AIG Retirement Services, Inc. NY NY PA PA AK PA NC NC NC NC NC DE SunAmerica Life Insurance Company ("SLlC") AZ AIG SunAmerica Global Financing Trusts AIG SunAmerica Life Assurance Company DE AZ ASIF I & II ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company Caymans Jersey DE NY ST Debt LT Issuer Sr Unsec Debt ST Debt Bkd Tr Prfrd Stock AGFC G'tee Bkd ST Debt Sr Unsec Debt ST Debt Bkd Prfrd Stock Bkd LT Issuer Bkd ST Debt Bkd Sr Debt Bkd ST Debt Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd ST Debt IFS IFS Bkd Sr Debt Baa2 Baa1 AGFC G'tee Baa2 ILFC G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIGAgmt AIG G'tee Aa3 Aa3 P-2 Baa1 Baa1 P-2 Baa3 R-Dn R-Dn R-Dn Negative R-Dn P-2 Baa1 P-2 Baa3 A3 P-1 A3 P-1 A3 A3 A3 A3 P-1 Negative R-Unc R-Unc R-Unc R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Aa3 Aa3 A3 R-Dn R-Dn R-Dn Domes Life Ins & Ret Svcs Domes Life Ins & Ret Svcs IFS Aa3 Aa3 Domes Life Ins & Ret Svcs IFS AIGAgmt Aa3 Aa3 Domes Life Ins & Ret Svcs IFS Aa3 Aa3 Domes Life Ins & Ret Svcs IFS Aa3 Aa3 Domes Life Ins & Ret Svcs IFS Aa3 Aa3 Domes Life Ins & Ret Svcs IFS AIGAgmt Aa3 Aa3 Domes Life Ins & Ret Svcs IFS Aa3 Aa3 Funding for AIG LHUS Bkd Tr Prfrd Stock AIG G'tee Baa1 Funding for AIG LHUS Bkd Tr Prfrd Stock AIG G'tee Baa1 P-1 Fin Svcs Bkd ST Debt AIG G'tee Domes Gen Ins Domes Gen Ins Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins IFS Aa3 Aa3 Frgn Gen Ins IFS A3 A3 Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins Sr Unsec Debt A3 A3 Sr Unsec Shelf (P)A3 Subord Shelf (P)Baa1 Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins IFS Aa3 Aa3 Domes Gen Ins Domes Gen Ins IFS AIGAgmt Aa3 Aa3 Domes Gen Ins IFS AIGAgmt Caa2 Baa1 Domes Gen Ins Bkd IFS UGRIC G'tee Aa3 Aa3 Baa1 Domes Gen Ins IFS AIGAgmt C Bkd Sr Debt AIG G'tee A3 AIG G'tee Baa2 Bkd Prfrd Stock Asset Mgmt Bkd IFS AIGAgmt Aa3 Aa3 P-1 AIGAgmt Bkd ST IFS Asset Mgmt Bkd Sr Debt SLiC GICs Aa3 Asset Mgmt Bkd IFS AIGAgmt Aa3 Aa3 P-1 AIGAgmt Bkd ST IFS Asset Mgmt Bkd Sr Debt SLiC GICs Aa3 Asset Mgmt Bkd Sr Debt SLiC GICs Aa3 Asset Mgmt Bkd Sr Debt SLiC GICs Aa3 Asset Mgmt Bkd IFS AIGAgmt Aa3 Aa3 P-1 AIGAgmt Bkd ST IFS American International Underwriters Overseas, Ltd. Bermuda AIG UK Limited UK Frgn Gen Ins American Life Insurance Company DE Frgn Life Ins & Ret Svcs * Listing order indicates main ownership stake (or sponsorship In the case of trusts), not necessanly 100% ownership. Source: Company reports & Moody's 6 IFS IFS AIGAgmt A1 Aa3 A1 Aa3 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Unc R-Unc R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn CDS & RMBS Reported LosseslWritedowns AIG CDS & Investment Related Losses/Writedowns ($ Bins) AIGFP super-senior CDS Unrealized market valuation losses 402007 Pretax After tax 102008 Pretax After tax 202008 Pretax After tax 302008 Pretax After tax Totals Pretax After tax -11.1 -7.2 -9.1 -5.9 -5.6 -3.6 -6.9 -4.5 -32.7 -21.3 -2.6 -3.8 -6.4 -1.7 -2.5 -4.3 -6.1 -10.6 -16.7 -3.4 -6.8 -10.2 -6.1 -3.7 -9.8 -4.0 -2.6 -6.6 -18.2 -24.2 -13.5 -3.9 -17.4 -33.0 -24.1 -57.1 -22.6 -15.9 -38.5 -17.6 -11.5 -25.8 -16.1 -15.3 -10.2 -31.1 -21.9 -89.8 -59.8 -8.4 -5.3 -11.3 -7.8 -8.8 -5.4 -27.9 -22.7 -56.4 -41.2 AIG investments Realized capital losses Unrealized depreciation during quarter Total investment losses/writedowns Total CDS & invest losses/writedowns Pretax loss I Net loss AIG Consolidated Equity ($ Bins) Common equity Change in equity vs 9/30/2007 ($) Change in equity vs 9/30/2007 (%) 9/30/2007 104.1 12/31/2007 95.8 313112008 79.7 6/30/2008 78.1 -26.0 -25.0% -6.1 9/30/2008 50.1 -54.0 -51.9% CDS & RMBS Modeled Losses (from RCM memos of Sept. 15 & 17,2008) & Fed Solutions AlG CDS & RMBS Portfolios Expected & stress case pretax losses modeled by BlackRock as of Sept. 9, 2008 Number of Base Case Losses ($ Bins) Transacs Notional Undisc Disc CDS 109 77.0 -5.6 -7.3 -7.3% -9.5% Loss % of notional Par 66.0 RMBS (preliminary results) Loss % of par -9.0 -13.6% Stress Case Losses Undisc Disc -12.9 -15.6 -16.8% -20.3% -17.0 -25.8% Total CDS & RMBS estimated losses -14.6 -29.9 NB: For CDS portfolio, discounted losses are greater than undiscounted because discount has greatest impact on positive cash flows in years 6-25. AIG CDS-COO & RMBS Portfolios Expected & stress case pretax losses modeled by Chris Mann as of Sept. 13, 2009 Number of ($ Bins) Transacs CDS-COO with subprime content (data as of March 31,2008) 178 Modeled portion 31 Loss % of notional Not modeled Notional 64.6 56.0 Stress Case Losses -0.7 -1.3% -4.8 -8.6% -1.8 -3.0% -6.7 -11.2% -2.5 -11.5 8.6 Par 75.3 59.6 RMBS (data as of Dec. 31, 2007) Modeled portion Loss % of par Not modeled Expected Losses 15.6 Total CDS-COO and RMBS estimated losses AIG CDS & RMBS Portfolios - Proposed Fed Solutions - 40 2008 ($ Bins) CDS on multi-sector COOs with cash bonds RMBS in US sec lending pool Notionall Par Value 65.0 39.8 Market Value 32.0 23.5 7 Pretax Loss Amount 33.0 16.3 Pretax Loss % -50.8% -41.0% B'Rock Stress Loss % -16.8% -25.8% Moody's Stress Loss % -8.6% -11.2% Global Credit Research Rating Action 3 OCT 2008 Rating Action: American International Group, Inc. Moody's downgrades AIG (senior to A3); ratings remain under review New York, October 03, 2008 -- Moody's Investors Service has downgraded the senior unsecured debt rating of American International Group, Inc. (NYSE: AIG) to A3 from A2. This rating action reflects Moody's view that if AIG successfully completes the divestiture and restructuring plan announced today, its business diversification will be significantly reduced. AIG's long-term ratings and its Prime-1 short-term rating remain on review for possible downgrade, reflecting the substantial execution risk in the restructuring plan, particularly given the current turbulent credit market. In the past year, AIG has reported substantial losses and write-downs associated with mortgage-backed securities, largely through its credit default swap and securities lending portfolios. Significant cash collateral calls and maturities related to these activities in recent weeks have caused the company to borrow heavily under the $85 billion revolving credit facility recently provided by the Federal Reserve Bank of New York (as authorized by the Federal Reserve Board (the Fed)). Total borrowings under the two-year secured facility amounted to $61 billion as of September 30,2008, and more borrowings are expected in the months ahead. Moody's believes that the asset sales plan announced today, if successful, will enable the company to repay borrowings under the Fed facility and emerge as a more focused, albeit less diversified, insurance firm. The continuing review for possible downgrade incorporates the risk that the situation may deteriorate, either because of shortfalls in executing the restructuring plan or because of declines in the business or financial profiles of the operations to be retained. Moody's believes that the risk of such deterioration is materially mitigated by the involvement of the Fed and the enhanced market liquidity that will likely result from the US Government's pending $700 billion financial rescue plan. Following the restructuring, AIG's core businesses are expected to include the US-based Commercial Insurance Group (CIG), Foreign General Insurance (Foreign General) and a majority stake in American International Assurance (AlA). The parent company's A3 senior debt rating is now three notches below the Aa3 insurance financial strength ratings of the CIG companies, the largest core operating unit. A three-notch differential is common among US insurance groups, but this represents an expansion of the notching for AIG, based on Moody's view that AIG will be materially less diversified following the restructuring. AIG's Prime-1 short-term rating reflects the significant protection to short-term creditors afforded by the Fed credit facility in the near term. Moody's also announced rating actions on several AIG subsidiaries whose ratings depend on explicit or implicit parental support (see list below). Ratings on most AIG units remain on review for possible downgrade. Moody's expects to revisit the stand-alone ratings, and perhaps the public ratings, for the major life insurance operations over the next few weeks. Certain operating units have been placed on review with direction uncertain, signaling potential sales to buyers whose credit profiles could be stronger, weaker or similar to that of AIG. The success of the restructuring plan, in Moody's view, hinges largely on AIG's ability to contain and reduce risk in its mortgage exposed investment and derivative portfolios. A majority of the borrowings under the Fed credit facility have been used to address liquidity and capital needs stemming from these exposures. Moody's noted that further deterioration in market values within these portfolios could further strain the company's resources through such mechanisms as increased collateral calls or reductions/terminations of funding arrangements. Such strains could weaken the company's credit profile, which may lead to additional rating downgrades. In such an event, contingent additional capital and liquidity needs could be triggered. The rating agency expects that AIG -- with the support and interest of the Fed -- will pursue various means to limit the risks associated with market value volatility in its investment and derivative portfolios. AIG's core insurance operations are fundamentally solid, said Moody's. CIG is the largest US commercial insurer, with a sound capital base, well diversified product offerings and expertise in writing large and complex risks. Foreign General is the top provider of accident & health insurance globally, operating in some 80 countries and adapting to local laws and customs as needed. The AlA companies make up one of the largest and most diversified life insurance groups spanning Asia and Australia. The insurance and other operations identified for sale include market leaders in many business lines and geographic areas. Major units expected to be sold include Domestic Life Insurance and Retirement Services, one of the largest and most diversified life insurance groups in the ~; American Life Insurance Company, one of the largest international life insurers, with operations in more tnan 50 countries; International Lease Finance Corporation, a global leader in leasing and remarketing advanced technology commercial aircraft; and a minority stake in AlA. AIG's sales plans encompass well over a dozen substantial businesses. Moody's noted that all of AIG's operations are subject to significant reputational risk in connection with the recent liquidity strains that gave rise to the Fed credit facility. Challenges facing AIG managers include retaining clients, distributors and employees; demonstrating that the operating companies have ample resources to meet their obligations; generating new business; and facilitating divestitures. It will take time to determine the extent to which recent events may have weakened the companies' standing in their respective markets. Moody's continuing review of the ratings on AIG and its subsidiaries will focus on (i) the firm's evolving liquidity profile, including the level of borrowing under the Fed credit facility; (ii) steps taken to contain and reduce risk in the investment and derivative portfolios, including any associated losses or costs as well as any potential benefit from the US Govemment's pending $700 billion financial rescue plan; (iii) the timing and amounts of cash proceeds generated from asset sales; (iv) the performance of major operating units, whether they are core operations or targeted for sale; and (v) the resulting financial flexibility profile (e.g., financial leverage and fixed charge coverage) of AIG following the asset sales. For those operations being sold, Moody's will consider their intrinsic financial strength as well as the rating profiles of potential acquirers. The last rating action on AIG took place on September 18, 2008, when Moody's reiterated the existing ratings and the review for possible downgrade, following the activation of the Fed credit facility. Moody's has downgraded the following ratings and kept them on review for possible further downgrade: American International Group, Inc. -- long-term issuer rating to A3 from A2, senior unsecured debt to A3 from A2, subordinated debt to Baa1 from A3; AGFC Capital Trust I -- backed preferred stock to Baa3 from Baa2; AIG General Insurance (Taiwan) Co., Ltd. -- insurance financial strength to A3 from A1; AIG Life Holdings (US), Inc. -- backed senior unsecured debt to A3 from A2; AIG Retirement Services, Inc. -- backed senior unsecured debt to A3 from A2, backed preferred stock to Baa2 from Baa 1; American General Capital II -- backed trust preferred stock to Baa1 from A3; American General Finance Corporation -- long-term issuer rating to Baa1 from A3, senior unsecured debt to Baa1 from A3; American General Institutional Capital A & B -- backed trust preferred stock to Baa1 from A3; Capital Markets subsidiaries -- AIG Financial Products Corp., AIG Matched Funding Corp., AIG-FP Capital Funding Corp., AIG-FP Matched Funding Corp., AIG-FP Matched Funding (Ireland) P.L.C., Banque AIG -backed senior unsecured debt to A3 from A2; Mortgage Guaranty subsidiaries (second-lien and student loans) -- United Guaranty Commercial Insurance Company of North Carolina, United Guaranty Residential Insurance Company of North Carolina -- backed insurance financial strength to Baa1 from A3. Moody's has placed the following rating on review for possible downgrade: American General Finance, Inc. -- short-term debt at Prime-2. The following ratings remain on review for possible downgrade: American International Group, Inc. -- short-term issuer rating at Prime-1; AIG Edison Life Insurance Company -- insurance financial strength at Aa3; AIG Financial Products Corp. -- backed short-term debt at Prime-1; AIG Funding, Inc. -- backed short-term debt at Prime-1; 9 AIG Liquidity Corp. -- backed short-term debt at Prime-1; AIG Matched Funding Corp. -- backed short-term debt at Prime-1; AIG SunAmerica funding agreement-backed note programs -- AIG SunAmerica Global Financing Trusts, ASIF I & II, ASIF III (Jersey) Limited, ASIF Global Financing Trusts -- senior secured debt at Aa3; AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance Company, First SunAmerica Life Insurance Company, SunAmerica Life Insurance Company -- insurance financial strength at Aa3; short-term insurance financial strength at Prime-1; AIG UK Limited -- insurance financial strength at A 1; American International Assurance Company (Bermuda) Limited -- insurance financial strength at Aa3; American Life Insurance Company -- insurance financial strength at Aa3; Commercial Insurance Group subsidiaries -- AIG Casualty Company; AIU Insurance Company; American Home Assurance Company; American International Specialty Lines Insurance Company; Commerce and Industry Insurance Company; National Union Fire Insurance Company of Pittsburgh, Pennsylvania; New Hampshire Insurance Company; The Insurance Company of the State of Pennsylvania -- insurance financial strength at Aa3; Domestic Life Insurance & Retirement Services subsidiaries -- AIG Annuity Insurance Company, AIG Life Insurance Company, American General Life and Accident Insurance Company, American General Life Insurance Company, American International Life Assurance Company of New York, The United States Life Insurance Company in the City of New York, The Variable Annuity Life Insurance Company -- insurance financial strength at Aa3; Mortgage Guaranty subsidiaries (first-lien loans) -- United Guaranty Mortgage Indemnity Company, United Guaranty Residential Insurance Company -- backed insurance financial strength at Aa3. Moody's has downgraded the following ratings and placed them on review with direction uncertain: ILFC E-Capital Trusts I & II -- backed preferred stock to Baa3 from Baa2; Intemational Lease Finance Corporation -- senior unsecured debt to Baa1 from A3, preferred stock to Baa3 from Baa2, senior unsecured debt shelf to (P)Baa 1 from (P)A3. Moody's has placed the following ratings on review with direction uncertain: Intemational Lease Finance Corporation -- short-term debt at Prime-2; Transatlantic Holdings, Inc. -- senior unsecured debt at A3, senior unsecured debt shelf at (P)A3, subordinated debt shelf at (P)Baa1; Transatlantic Reinsurance Company -- insurance financial strength at Aa3. Moody's maintains a negative outlook on the following ratings: American General Finance Corporation -- short-term debt at Prime 2; CommoLoco, Inc. -- backed short-term debt at Prime-2. The following ratings have been (downgraded and) withdrawn for business reasons: AIG Capital Corporation -- long-term issuer rating to Baa2 from Baa1; short-term issuer rating at Prime 2. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG reported total revenues of $19.9 billion and a net loss of $5.4 billion for the second quarter of 2008. Shareholders' equity was $78.1 billion as of June 30, 2008. Moody's insurance financial strength ratings are opinions of the abilit~ of insurance companies to punctually pay senior policyholder claims and obligations. For more informatio~,l.please visit our website at www.moodys.com/insurance. New York Bruce Ballentine VP - Senior Credit Officer Financial Institutions Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 New York Robert Riegel Managing Director Financial Institutions Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 © Copyright 2008, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, "MOODY'S"). All rights reserved. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. 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MOODY'S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY'S have, prior to assignment of any rating, agreed to pay to MOODY'S for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,400,000. Moody's Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moody's Investors Service (MIS), also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody's website at www.moodys.com under the heading "Shareholder Relations - Corporate Governance - Director and Shareholder Affiliation Policy." 11 American International Group, Inc. Revenues and Income Graphs Twelve Months Ended December 31, 2007 Revenues Asset Management 5.8% Foreign Life Insurance & Retirement Services 33.8% Domestic General Insurance 33.5% Financial Services revenues were (0.6%) Domestic Life Insurance & Retirement Services 15.4% Foreign General Insurance 12.1% Income Before Income Taxes and Minority Interest Foreign Life Insurance & Retirement Services 44.3% Asset Management 15.0% Domestic General Insurance 51.9% Domestic Life Insurance & Retirement Services 29.2% Foreign General Insurance 21.9% Financial Services operating loss was (62.3)% Note: The effects of net realized capital gains (losses) and Capital Markets other-than-temporary impairments, FAS 133, other and consolidation and elimination adjustments are excluded. 12 4 AIG Financial Highlights (from Company Profile) ($ Mil.) General Insurance Gross Premiums Written Net Premiums Written Net Investment Income Pretax Operating Income Loss Ratio (%) Expense Ratio (%) Combined Ratio (%) Life Insurance & Retirement Services GAAP Premiums Net Investment Income Pretax Operating Income Financial Services Revenues Pretax Operating Income Asset Management Revenues Pretax Operating Income AIG Consolidated Total Revenues Pretax Operating Income Net Income Total Assets Total Debt Shareholders' Equity 2007 2006 2005 2004 2003 2002 58,798 47,067 6,132 10,526 65.6% 24.7% 89.7% 56,280 44,866 5,696 10,412 64.6% 24.5% 89.1% 52,725 41,872 4,031 2,315 81.1% 23.6% 104.7% 52,046 40,623 3,196 3,177 78.8% 21.5% 100.3% 46,938 35,031 2,566 4,502 73.1% 19.6% 92.7% 36,678 26,718 2,350 923 83.1% 21.8% 104.9% 30,627 22,341 8,186 30,766 20,024 10,121 29,400 18,134 8,965 28,088 15,269 7,968 23,496 12,942 6,970 20,694 11,243 5,258 -1,309 -9,515 7,777 383 10,525 4,424 7,495 2,131 6,242 1,302 6,822 2,125 5,625 1,164 4,543 1,538 5,325 1,963 4,714 1,947 3,651 521 3,467 1,125 110,064 8,943 6,200 1,060,505 176,049 95,801 113,194 21,687 14,048 979,414 148,679 101,677 108,905 15,213 10,477 853,051 109,849 86,317 97,666 14,845 9,839 801,007 96,899 79,673 79,421 11,907 8,108 675,602 80,349 69,230 66,171 7,808 5,729 561,131 71,010 58,303 13 AIG Segment Detail (from Company Profile) (SMil.) 2007 2006 2005 2004 51,708 53,570 -1,309 5,625 470 110,064 49,206 50,878 7,777 4,543 983 113,387 45,174 48,020 10,677 4,582 328 108,781 41,961 43,402 7,495 4,714 94 97,666 7,305 661 67 -637 7,396 3,137 -7 10,526 5,845 589 432 328 7,194 3,228 -10 10,412 -820 -39 195 363 -301 2,601 15 2,315 777 282 357 399 1,815 1,344 18 3,177 642 1,347 1,989 3,044 3,153 6,197 8,186 917 2,323 3,240 3,821 3,060 6,881 10,121 1,495 2,164 3,659 3,020 2,286 5,306 8,965 1,023 2,054 3,077 2,393 2,455 4,848 7,925 873 -10,557 578 -873 171 -2 -9,515 668 10 383 769 2,661 922 4,424 642 662 786 90 2,180 -89 784 469 1,164 732 438 368 1,538 1,194 387 382 1,963 1,328 515 282 2,125 -1,418 8,943 -767 21,687 -2,454 15,213 -562 14,845 Revenues General Insurance Life Insurance & Retirement Services Financial Services Asset Management Other/Eliminations Consolidated Revenues Pretax Operatmg Income General Insurance Domestic Brokerage Group Transatlantic Holdings, Inc. Personal Lines Mortgage Guaranty Total Domestic Total Foreign Other /Eliminations Total General Insurance Life Insurance & Retirement Services Domestic Life Insurance Domestic Retirement Services Total Domestic Japan and Other Asia Total Foreign Total Life Insurance & Retirement Services Financial Services Aircraft Leasing Capital Markets Consumer Finance Other Total Financial Services 72 Asset Management Spread-based Investment Business Institutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management Other/Eliminations Consolidated Pretax Operating Income 14 American International Group, Inc. and Subsidiaries Part I - FINANCIAL INFORMATION ITEM 1. Financial Statements (unaudited) CONSOLIDATED BALANCE SHEET (in miilfons) (unaudited) June 30, 2008 December 31, 2007 Assets: Investments and Financial Services assets: Fixed maturity securities: Bonds available for sale, at fair value (amortized cost: 2008 - $400,052; 2007$393,170) Bonds held to maturity, at amortized cost (fair value: 2008 - $21,809; 2007 - $22,157) Bond trading securities, at fair value $ 393,316 21,632 8,801 $ 397,372 21,581 9,982 Equity securities: Common stocks available for sale, at fair value (cost: 2008 - $13,490; 2007 - $12,588) 17,306 17,900 Common and preferred stocks trading, at fair value 22,514 21,376 2,496 2,370 34,384 33,727 43,887 41,984 1,205 40,305 35,170 4,197 Preferred stocks available for sale, at fair value (cost: 2008 - $2,596; 2007 - $2,600) Mortgage and other loans receivable, net of allowance (2008 - $99; 2007 - $77) (held for sale: 2008 - $30; 2007 - $377 (amount measured at fair value: 2008 - $745) Financial Services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2008 - $11,359; 2007 - $10,499) Securities available for sale, at fair value (cost: 2008 - $1,246; 2007 - $40,157) Trading securities, at fair value Spot commodities, at fair value Unrealized gain on swaps, options and forward transactions, at fair value Trade receivables Securities purchased under agreements to resell, at fair value in 2008 90 238 11,548 12,318 2,294 672 16,597 20,950 Finance receivables, net of allowance (2008 - $1,133; 2007 - $878) (held for sale: 2008 - $36; 2007 - $233) 33,311 31,234 Securities lending invested collateral, at fair value (cost: 2008 - $67,758; 2007 - $80,641) 59,530 75,662 Other invested assets (amount measured at fair value: 2008 - $22,099; 2007 - $20,827) 62,029 58,823 Short·term investments (amount measured at fair value: 2008 - $24,167) 69,492 51,351 835,602 842,042 Total Investments and Financial Services assets Cash 2,229 2,284 Investment income due and accrued 6,614 6,587 Premiums and insurance balances receivable, net of allowance (2008 - $596; 2007 - $662) 20,050 18,395 Reinsurance assets, net of allowance (2008 - $502; 2007 - $520) 22,940 23,103 8,211 Current and deferred income taxes Deferred policy acquisition costs Investments in partially owned companies 46,733 43,914 628 654 Real estate and other fixed assets, net of accumulated depreciation (2008 - $5,710; 2007- 5,692 5,518 Separate and variable accounts, at fair value 73,401 78,684 Goodwill 10,661 9,414 Other assets (amount measured at fair value: 2008 - $2,452; 2007 - $4,152) 17,115 17,766 $1,049,876 $1,048,361 $5,446) Total assets See Accompanying Notes to Consolidated Financial Statements. 15 1 American International Group, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEET (continued) (m miiiions, except share data) (unaudited) June 30, 2008 December 31, 2007 Liabilities: $ Reserve for losses and loss expenses Unearned premiums 88,747 $ 85,500 28,738 27,703 Future policy benefits for life and accident and health insurance contracts 147,232 136,387 Policyholders' contract deposits (amount measured at fair value: 2008 - $4,179; 2007 - $295) 265,411 258,459 13,773 12,599 Other policyholders' funds Commissions, expenses and taxes payable 5,597 6,310 Insurance balances payable 5,569 4,878 Funds held by companies under reinsurance treaties 2,498 Current income taxes payable 2,501 3,823 Financial Services liabilities: Securities sold under agreements to repurchase (amount measured at fair value: 2008$8,338) 9,659 8,331 Trade payables 1,622 6,445 Securities and spot commodities sold but not yet purchased, at fair value 3,189 4,709 Unrealized loss on swaps, options and forward transactions, at fair value 24,232 14,817 Trust deposits and deposits due to banks and other depositors (amount measured at fair value: 2008 - $240) Commercial paper and extendible commercial notes Long·term borrowings (amount measured at fair value: 2008 - $53,839) 6,165 4,903 15,061 13,114 163,577 162,935 Separate and variable accounts 73,401 78,684 Securities lending payable 75,056 81,965 Minority interest 11,149 10,422 Other liabilities (amount measured at fair value: 2008 - $6,861; 2007 - $3,262) 31,012 27,975 971,688 952,460 100 100 7,370 6,878 9,446 2,848 Retained earnings 73,743 89,029 Accumulated other comprehensive income (loss) (3,903) 4,643 Treasury stock, at cost; 2008 - 259,225,244; 2007 - 221,743,421 shares of common stock (8,568) (6,685) Total liabilities Preferred shareholders' equity in subsidiary companies Commitments, Contingencies and Guarantees (See Note 6) Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 20082,948,038,001; 2007 - 2,751,327,476 Additional paid·in capital Payments advanced to purchase shares (912) Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity See Accompanying Notes to Consolidated Financial Statements. 16 2 78,088 95,801 $1,049,876 $1,048,361 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (LOSS) (in millions, except per share dataj (unaudftedj Three Months Ended June 30, 2008 2007 Six Months Ended June 30, 2008 2007 Revenues: Premiums and other considerations $21,735 $19,533 6,728 7,853 Net investment income (6,081) Net realized capital losses $ 42,407 $39,175 11,682 14,977 (12,170) (28) (98) Unrealized market valuation losses on AIGFP super senior credit default swap (5,565) portfolio (14,672) 3,116 3,792 6,717 7,741 19,933 31,150 33,964 61,795 Incurred policy losses and benefits 18,450 16,221 34,332 32,367 Insurance acquisition and other operating expenses 10,239 8,601 19,652 16,928 Total benefits and expenses 28,689 24,822 53,984 49,295 Other income Total revenues Benefits and expenses: Income (loss) before income taxes (benefits) and minority interest (8,756) 6,328 (20,020) 12,500 Income taxes (benefits) (3,357) 1,679 (6,894) 3,405 Income (loss) before minority interest (5,399) 4,649 (13,126) 9,095 42 Minority interest (36) (372) $ $ 4277 $ (2.06) $ (2.06) $ 1.64 $ $ 0.220 Basic 2,605 Diluted 2,605 Net income loss (688) $ 8,407 Earnings (loss) per common share: Basic Diluted Dividends declared per common share (5.11) $ 3.22 1.64 $ $ (5.11) $ 3.21 $ 0.200 $ 0.420 $ 0.365 2,602 2,575 2,607 2,613 2,575 2,621 Average shares outstanding: See Accompanying Notes to Consolidated Financial Statements. 17 3 American International Group, Inc. and Subsidiaries Invested Assets The following tables summarize the composition of AIG's invested assets by segment: (in miifions) General Insurance Life Insurance & Retirement Services Financial Services Asset Management Other Total June 30, 2008 Fixed maturity securities: Bonds available for sale, at fair value Bonds held to maturity, at amortized cost $ 72,981 21,346 Bond trading securities, at fair value $297,095 $ 1,370 $21,870 $393,316 $ 1 285 21,632 8,764 37 8,801 Equity securities: Common stocks available for sale, at fair value 4,522 12,018 787 Common and preferred stocks trading, at fair value 285 1,943 22,200 543 29 10 16 26,010 1,038 Preferred stocks available for sale, at fair value Mortgage and other loans receivable, net of allowance (21) 17,306 22,514 2,496 7,275 45 34,384 Financial Services assets: Flight equipment primarily under operating leases, net 43,887 of accumulated depreciation Securities available for sale, at fair value Trading securities, at fair value Spot commodities, at fair value 43,887 1,205 1,205 35,170 90 35,170 90 Unrealized gain on swaps, options and forward (1,172) 12,720 transactions, at fair value Trade receivables 11,548 2,294 2,294 16,597 16,597 Securities purchased under agreements to resell, at fair value 5 33,306 4,951 12,616 48,312 20,810 141 3,670 6,126 17,840 7,093 59,530 62,029 9,967 32,724 3,974 7,125 15,702 69,492 128,627 468,482 155,472 61,374 21,647 835,602 499 979 476 269 6 2,229 1,380 4,952 29 255 (2) 6,614 342 965 28 95 224 1,654 $130,848 $475,378 $156,005 $61,993 $21,875 $846,099 Finance receivables, net of allowance Securities lending invested collateral, at fair value Other invested assets Short·term investments 33,311 Total Investments and Financial Services assets as shown on the balance sheet Cash Investment income due and accrued Real estate, net of accumulated depreciation Total invested assets * * At June 30,2008, approximately 63 percent and 37 percent of invested assets were held in domestic and foreign investments, respectively. 18 105 SOf!lJ3- :.·,:~1I:1b1oSf,x lJ.~)_ gl).... I-;rnr.l~rlt A-i;.:-ntid'~d GI ,.;~:;", {il ')::-~~, ~1H(!I'tt~e,J ,;,l!x:,s C:(,'~r CIr UIlr(?,.,li::<:!<.1 :Unre;;lliIe,:1 ~?i' C")st ,:;.r Uni-f'z!li;::er:1 t;rns,:-;:, lln;..:-;~I'.i.~.:.d t';)~ -G;:{r:I'~ LG'~s.1':-:",", V~1!f.J1':! ~;c:-:~t \;~ms Lc:-:·s'0'S- 's5!I",,:,J .·m.:i ;:;('~""II)l1kll~ :-,IJr:nS(li ""d .~4 (If 'JI3t~:::.. [flUI ,lcfr,dliti':"::':i ,jl'l-d l)(ltili(:;71 ~ubdj·,.·j::'IIXI-:' N.;m-tt s. s')\,,,,"rnn j~nt.!; ".>:·q.p:)f~~t.s (iel.:.t h.kfrtt~;'3:;s-:),~ck~d. :'3.5,:::,et- ;\ 4.712 ·.)bli:gatl~)n~ 4">.!!41 4C)G e~){3 72,~9G 3,S<H; 3,S93 1.,.28. 4G.(,;;2 143nl 'iJ"..O;? 3 ;1,247 ~19~~48 :r.;~~-.:?:22 22,.,(;02 .______~'QUz;~:~~Ji;z,~___________________ !:J.J.221~ _____________ M~~ _________:!~!~sH·_________ ~~~~?1 _______t4£·~~~?___________t~~A___________ Ij~:ri _______ l?:.~_..?9~~ Ti,\,Il:")lKI" $4:;8,';11 !3.7t2 '" 2:1.7<17 $44~l,,,OI; El)ltth' S0(~I1ritF:·~; is, OBi; $474,<191 4.l3~ illS 19.302 $ 21,{13.2 ~22 ;~) 0..,.';.,:i;..,,·· ,~-() :':N)? > ":r3;~d,·~;' :i..; ..~ F;J ,; ~f.;, r., ;;.;(' {')1' ~,),f" i,/.: A! I"~ >;-t'1,4 A, $ I. 2, .l(; ',', s,'; :;!,~~,; ~~ ,:4 ;m.U'i!·~' ;; ~~ ':':(J-"i' ()?,~J,,: .:~;.:\t. l:)r)~ (,:;.;(~)' ;o;{~Wu'.. :(~'~ ....'.!i.t !~~. ,H(; 14~ " ~.:o.1;H,'.·.J,' :"o,:r, .' {;u; ~I!.(T'";$J"(~:}-: '1',').'. r'~)o, ) :I."~':~ .·n:1"~'" i,~r. i~.· ir;~'~J.f!'J-K~'l(:1 ~,".:;d~.;r .','"t The credit ratings 01 AIG's liKNI 111irttJIily securities, oilloel I.ha" those 01 AIGFP. "'''Ie as lolJ.:,ws: ,/A~~(' .:< ~'3~)0 $'"r)l"r;{:j 1:....H:-2! 3 ~'" r:'r';'I1:, {i ',f' ~~,;(::,;I) t-12,d? 1B,l('i ~)5A::, Af:;;~ :.~,t'i,·~2'; ~!(:o ), !eH' d~·. ~.d ,(.~" {~I; {.'"dJ:!,_' ,~! 'ft- ~.'~ i:;'•.11).:({i t,>~;b 1<,.",;·r~~i~i :,-..::~,·?;_h:_:~_ A1" !:N.- ~,'i, If;\'~e; ,>',;[...,...i ;,·~~)('(:d ~.;: U'; !"Nk,,'; ;;r~d ::27.(,' J:;'';;-,'t;_ e(:~r-~ct.i~'(')'. ~ ~'[._,r~.)~ ;;'-,;':;' c<t'cd: ~/~, ,~;':d [h'((-i.Il,'I('" j f• The industry c;Jt€gories of AIG's aViliiable rot sille d"h! S<j(;jiril.ies, o(ilel than those <!I AIGFP, 1'1'''1<; as lollows: C<)lllOI>11.., AA.A 3.0 22 8GG 1:3 4 1 g, ..~;J~ B.:;.i(,w irl'__ .:-r;.tnl~l",t N,)tH"<.1t>:'ri ]f·j~i Fin~w;i.dJ 18 institutk.. ns UtilitiBS '~'_:-n,l 11~ln:k:~::t1Gf!~ ~~c:'n~~) m~r I"Ic!'t"I':"'r \~·I t. :, a I :l __________________________________________________________l~g~~_______________ ;U~~~'~, C~~p;tCl:j ~p:.x.l~ CGrl::-).i rrl~r Z:':''': fK: 81 EFler;?,)' ')lh6>~ .__ J9..1;~_~______________________________________________________ !Q~~'- ______________ Jg5t~, " _.~; f, . .,:I.' J{.,;~,~ ,~C.~ ::r:~l8 AfhY ,p~""'~~f;>-;:"';'r .;;. 1(;,>:". ,~,??,.~i;;f(;:,':)· ,~, ~ t~'r~'(':ilr '.'(;f:;'.;'~~' i1tl·'.'~Tt;~C;:~·~ U'Ci'~' r.!~~"'.:l i.t'fl·'.~~Ttf'.:~);~~ g1'~d,' A .. .yf lr:; p8it ,.fj' .. ,t<:'"}~'~' r(, ,.l.:"'(,(:;i(,; ~.t:; jjiV(~~JnjF:m:~, AJ(; i.ll;·~·:'~f::, in 1,I·:i.(llHl:':' tYl)d .yf :~'X·.:.l.flrj ..::;~ jjhh:dln.~~ n}df)~~ t":~,f.E~,\ (J)()::. c:tnd .:\HS. The amol'tized c.~$t. gross nme;lliled gains (lOSSM) w<;re as follows: ~n<l fair \laln<; of JUG's investments; in RMBS, CMflS. CDOs and AflS ___________ ~~?~~~:~ ___________~~~~:. _____________ f~~~! _____________~:~~0~'!. ___________~s:'~~'::!~_:. ____________ ~~i~::: j~~~l~~?{~?!.~~~ ______________________________________ S:g~::!:. ____________ ~~:!~~s· 6'-'11rJ'~ a'.'ail~bj€ - .~::I(i, ~.%·(:Iudirl;'?, f'-'l' sa!-&~ AIGFr. PMt~.:~ CMBS CDO/AE:S Slltd))tc}l, «~{ ludit'lg "''.,113FP '$ 7"~"~81 $1.0,.1.3S $(:;7 .WJB 8S.i "S.sOA 2:2.935 1.1..2.1.2 l11.f.7S 1,942 i,4tH} 21..203 2"-3.~~18 1.15(:. 9.$76 .1!),2.4,j 96,977 124.',1.3 7.25.:: 11'3.22" li3.:~E~,~ ~I:,IJ 16.L74 ~; :?;~~'. .~],,;!=p" Sill. en !::Mf AJ{.fJ~ :~ti'':;:;!;I~'',~.;is ij: """,.I;C"W·"'",·",'"I, ;7<:d'[',KRCd ':;1:d {,: i.r,:r.~r,~1:"~rJ,~ :;~l,:$.. 1:;1:IJS f.nr':~'"d,I'}' ~'. }.:)!-':~~' ~~;',-..:;.r-m.:~,~~.~ ;:; :'·;dad.:d The anwr!il€>d ~ost. .1! I:~,~",,: ~ll, 2(1(1,'-:. )~: t:·)~,',t:: m;'-((.f:: ,:.:a'.'~':· ~:"';'rl.;ti,·:. :, ..~: ..(, ~:l(' ~ f'~",I!ko~,:. -\0',' f,g 1t.'J~:"d' .1,U(.~;,)r..~d AiGJ=:: f.~,~5 ;I"f:~a.:d 1.;\., ;""l:"r t-',1i':I.·· S.:;:; iJ.:t!!-:01: yC';',A,,:,l-:(, . ·~:~Hr'~I~':" --. ~I"1,d!"-1-:g. gross @rN.liled gains O,~%esl ilild f~lr "<'1II.l<1 of AIG's ilWe$tm~I1!" ill RMBS s~curiti~$ ••,tller th<l11 lhosoe of .Il.IGfP. were ilS 101l0w5: F31r RM!l6: tl.~:. ,.1gei'i<":i.,:-s $ Prirn.:- rKlil-3&~nc;:,~ ,~It-A ("~th~r he·using·r (:: I,=·tt::j'J~' ,Stlbr,l'imb 181 $.Ul.7H4 1,6413 1S,9GG 20,2% .3.(J96 3,B913 532 t,",*)8 19,988 'S,884 1&.2"-0 215,;~ 24 25,34,; 24 14.074 z.lXm Tcbl r~;,: !~:.:.ilj~k5 t: . r<'ig!~ ,~-", •.1 ;"n'!".(b~· k,.\1BS-I'~~(.:;t~l,( ~Ct ,: .. f~j,~;:, . . ;).' n'!"~~'~~~I> u;~~~[.'f~d <.:{:,'J:i}·l••,',ti. .~ 2:3 19 I':) ::::c· if $t..l.8:2!:. 21,0';"4 Pen:ent The ilmottil,,;:1 cos! 01 AI",'$ CMBS ilw<%~ments. other Ih<ln tho.,.., <>f AIGrp, at Jun" 30, 2(;108 was a" ("lIows: Th~ per~"'lltag", (If AlG's eMS$. inve..,lm@ts, ,:.th"r lh"l1 those "f AIGFP, by y"ar "f ~'il\t"g~ at JUII" 30, 20M! wa" <1$ fOUft\oVS: Am(l:rtE..~d Co:::t cr',;1B::~ (tr::1(Ht.i-:-J!lol) PeH.jrf!t...;,. eRE C[j(j ,,s,.g';:'f!'::y p&:C':?'l1t (Jf T(\L~l *2;~!,Bl:;-; 1,~_::'E, :~ 21lt: 1 Yl;-~~H; 2()08 2:Jf!i ()!h", TI>e I)<'<,',,'ellt:,ge <of Am';> til(><><~ >.~t c:r.'m~s j!l"e:>~men!:s, Awn"" hy g+'>(1gHlI-lhk rf.'g,lim at (,ther hm,,~ ,;'5{i, ~ll<lll :.WM W<1~ The ;;lInmtlI",d "n"t, "f .A.l .... '<j COil 811~;jj<jtmjjllt"., ntll·f.'t' thim th,)"",,* «f ARlFP, !!)' t,()!!,~ter<il hl>t' at hme :;W, 2(l:!)~ wa::; i*!i. ,:i..W f~!3~8.H~'~:: f(;II(>w~; G:"ij'fgPjl~l<; tl'1!:l<j:~: N~w''',:,I1, 15 C<lIIl<Jnll.rl 4 IIIIJKIIS; <I '~1l1ttl~1J F",11 nc,,),I',;ml.;J r; 51% H1\;~G1m~nt graJ~ ::\0 l)tl'I~I' S!JrJpl1ln", ~.8S 46 $4,12 1) 3 ~~~,:!r~la 18 1 100% mll~>rt~l..;l ",,,,,,·t <ii tl~e; AU;;"$ COO irt"'l,,,.tm~t&., {,tllet' th,lll till},"", dA!('FP, by !;f"dtt ri.~UBg ,~t .hme ·3(1, 2(1Q8 Wil, as ffill<lw'$; lhjj MaSS.f:(:!1UG?-tts ',II c:m81' Ar Jl.lk 3(:,. 1/)(;.':" Ale; hdd 'kl3 f,iliv;[) III 1:(";1 b'FI~ (',f CMP$. ""1'f'U,Xilllcltdy 7';, r'el'<:~nt ,-,,( ~'l,,:b hr;.i:,Jin§.:, '><'C(';' (';It,'d A.'''.,\, ;)f'!',['<:'Kim:,rE'il' 1:,' f'i~r";(mt W,d'" j';)t,'d AA <)f ' \ ,md 'If'f.'I''Xi.I1Htcil' ;: f"~;<':I.1.! w<'re r,rwd lWB " j l'c'JI.:,""', Ar Juri<: YJ; 2.f'O~;, aU '·U<.Il. ,;;<.llfirk<; wei'r',.~lJr[';;m 111 !:i\<, J);Jym('nr Til", Ol'!i:,t,;,1 f.:<HI~t{lr~IFWi!<: N~w J~r8~)" plincipal ani P"l'c:;.nt CG·s.t B.ank If:.f:nS [C LO:I Fle,II::I;;; vlrglnl,;; ;.ll' 'IIlK,rtt;:",<1 t:Ulllr,{,"<iti~lIl ui til", . B?ilm~·lrr'ie&trnellt ittv"",,;t,,{! ;;;!II;,,tiJI;:>li b~i <~fjjf.m I~(; ((;N:;~:::x($.i ,:S,i:'..i:', {x:m<o!".at~ ~1!?1)1 ~H l1)t~i 7t56 SSE. ''''>.~tliltt.;~ !"il~jfj:g P>!I'-::;.nt i~(;st $ 87:2 ,.. ;llI<'l'o'.'[, I\nlNtlI:;'(1 gad9 ~.2., 2/;85 51 'lB S 84 1 ~n~ 8~ult,' r,jijng 'it JUlFrf:i 31\ .20l)i\ "~,l~ ,1~· f;,I1,,~~">; BBB,,;Not .!.\ ;::!1% 1:;' R~rtE.'l1 'SIKcrtTi;,.. rrn T'j~;.~1 $12.9~:~~ rI,01ot"tg<<g·I8-~8(:I·&d, 8i8~~-b~I-&t18flCl C'~;II:;rtG>r3I1r0cj '36,,18(; {~;.;st) ~l"li:1 srIOI1.-r.~iTn Irf;'~Glm~n1t:; 10.4-45 20 The amortil.ed cost ot lUG'!; RMBS iniie!;lments, other than IIlOlle 01 AIGff', at June 30, 2008 by Y"ilf ofvin13ge and credit 1'3iin!,; were ilS follows: "i~ar ~-l·Vint2.g~ Pi'j(!1 2,:);)4 2~})S LODi;; 20[[1 2(:06 Total ;~.,!~~\=~~ $6J)5~ ~ 2G.5Gi :J;15A55 :l;"l,(;ll :$~:17 ,2.:: 1 -HnO :;:,<:1 G"~B P $:28.J:;44 :~l'j~ $, fhIHr>g: TOl>11IlMBS ~t~2 :~(:E 'tl,-,,3g-,- $7.204 H.3,i4') :l :?'~~'~,; 2f.·5 "lIS $1",::(,1 $ .A.A. 8EB.;;,:«1 to,,!:,>, T,,1:lJ RMBS l~,:j :L t)~1fl :l 27:3 ~H;O ~X;4 ---~.~ 0.-:1-07 L1e,4 2". 7 J~~. .8-92 :~3.'l·Yj~ :~ 'n7J~ai :1; '1:l~,",H lSt3 !37(i II1hl,RMB5 7~.?: $ BEl) l 4.::::12 $ J.6D!:. 241 1<'4 "jOl ~~.t~1 280 ~7 4i ...::::.) 42 15 27 (',8 is 1,; $ 1,<).':G $1!Y?2 ~. 4.7('"..) ~ .73:(:· :1, 5,512 :1; '); $ :t A $ 7 ~!.29:') l.O,s,:· 217 12,: :$2(~,2.:i6 .:l2,.~ f, 4,4D.3 t !, ii;O ,t 3,8:34 129 l('~ 'j~-iS 785 1.G90 Ir ~~2 \3$ 12~; 276 liB 1 f{~ ~;~; -,-+,-..1 ,....... .;-.; ,)S14 fl~t: $ ;::S ~ ! 4.9::;4 $ 9.14[:. ,;"i<. $ ~ /' !=- $, ~·~.G5c:') :}i";'';;,c" 4~;f, :1; Equity PICC - strategic shareholding Taiwan Semiconductor - Taiwan Chunghwa Telecom - Taiwan T&D Holdings (merged Taiyo and Daiwa) Pru Class B (part of demutualization process) PTT PCL - Thailand CP All - Thailand (private equity portfolio) Nippon Building Fund - Japan REIT Mediatek - Taiwan Hon Hai Precision Industry - Taiwan (Mlns) Exposure 546 257 257 163 157 134 127 115 106 101 Credit TAIWAN, REPUBLIC OF JAPAN, GOVERNMENT OF THAILAND, KINGDOM OF CITIGROUP INC GENERAL ELECTRIC CO HSBC HOLDINGS PLC JP MORGAN CHASE & CO BANK OF AMERICA CORP SINGAPORE, REPUBLIC OF WACHOVIA CORP KOREA, REPUBLIC OF AT&T INC GOLDMAN SACHS GROUP INC MORGAN STANLEY ROYAL BANK OF SCOTLAND GROUP PLC (Bins) Exposure 15,973.3 10,231.8 6,132.3 4,172.9 3,860.0 3,796.2 3,711.3 3,709.2 2,976.8 2,903.6 2,767.1 2,614.4 2,608.4 2,500.1 2,418.8 21 ---- 'I:W~"B8 Valuation date: December 31, 2007 Group Name: Summary MBS/CDO/FG Holdings Holdings ($ millions) CMBS Market Value Amortized Cost Investme Investme nt % Total nt % of Invest. Equity 25% 3% Prime - Non Agency 1st lien RMBS Prime - Non Agency 2nd lien RMBS Alt A RMBS (1st or 2nd lien) Subprime 1st lien RMBS Subprime 2nd lien RMBS HELOC RMBS Home equity/Closed end 2nd lien RMBS 3% 0% 4% 3% 0% 0% 0% 22% 1% 28% 25% 0% 2% 0% COO with subprime/Alt A exposures COOA2 with subprime/Alt A exposures 0% 0% 0% 0% Financial Guarantor direct exposure' Financial Guarantor wrapped investments" 0% 6% 0% 44% Total cash and investments§@@,QQ4,Q§i:}i:},l?s.Q Shareholders' equityQ$;ElqtqQ$A~()t() • Represents amortized cost and fair value relatedtci$58MMiiibciiidsarid$136MM notional of COS exposure . •• We recognize that this exposure may already be included in the lines above, but request you to identify it separately here 22 JUH(' JO, 2008; tiN.' ll(ltioihd ~Hl10tmt, bir valtli~, ~lnd ""'"-j ." "" v'I-...·/,. :1.. ......... 'j ....... ··.f· .~. .'\, ["'U'f," .".'"' ...., "."" . "':"" .. 1;.I:IH~'i~Hb}~. l'lhh:Rd ';::<bH;iI.1W·l1:o..I.'i;~ {~. fIll;;' i';. tH'~:' "'Hfi~l ""i~;!Jlu.~:1 At "" ..," '" ... ·1':. cf~'dit dd~~uh ~~:V<'lppOHfOlio~ ifli..::!udii'lgC<."ftaitl t('gulal:(I:q: capitlll\.d td t!'al:l~;K~ti>.Uil\l, hy i:Hb:rNCb.':\S'iy·;;:re a.\i fo!tO\~'\i;: i)m'~ized t.~hft:i:it VSlJ8tk·n l((~s iG'ain:, F"..:ljir Thr~~ V~~llj8 h1ontl1s; End.:;d JunB ~), N:·tbn';9.1 2(~(~t:)f:} A.in"(;tmt Si;<. Mimths Endl:<¥.l JIJ!18 3C~,; 201)$;':: ,t· -.J:> 132,612 .1.619 125 125 :ti&bi!J8k<£<; Mult~~~<:'~m (l)(d'''~ {>:~Tl':~::lt-e d~bt/Cl c~; 2D.301 24.7,85 [;.3.= 787 ~;?n6 25, i.~~l 1.71 $ 3'3J) {{":'ic} Totssl E~>e~Bg (i2B~ 1.3.(K~S 5,44:3 (3:, 14:376 171 $14,6 r2: [:. 1~ J::':~iE ~~ 77() J'( 09 n~i!ti(Y1.:\ ~f'it.·s.P~cti~",,~t~~~~ ~1..--;;7: tf~l~ l~~!',(!i~'~ ,;.~..:.J' si~x~n~o·;-;:t.fJ ::.;:-..;o;n~:.:~f:~ ':·~~6'(!~·X.f: l~):~;~: 30: 1 2(0).~~ -;;.:::"=i~.~();;:']'i:;~'i;~ ~'O iI..$. j'~:f'b"'l!'~)'~~~}~~" "'''''i(.~r:W:::~~~~ .~~)~J :"·;l:-:I~)r~')...Yi:J'.~~-:':l;~:.::.~Jy j9~ CI) () r I:~ l Clt:f 135~ Ri;:'~t-i~$~-:'+;.t.~ (.~:~-:J·i;t· ~li?for'l.{lt ~.,:.{;.\~p.;. ;.o:~~~J'"hJ.~:;Y~ b::~ A! (;:FP ~~~?? is b~~·~h·()·i"} i;~: ~~: ~~r ~.;! (> t ~·o·:-:;. ~1 ~~ :~l?t~ 0';,'O1~' ~~f~ :i.~:;~;~ d:t:~ il~~ .:;,!.::~;;~::~~., ~)W: r:::-:-;;.o..:;~~:':':l::~.~,{ t~~~~i:tf::~;j~~.J· ~"';~~';~:::iJ '1~!f{~~f :ry.~~~f-;;.o..:z. 23 :rti~~~~.-JJ~-:~ ~~'i?l~:?u:.c ~'+l)"i~l Shareholders' Equity Roll Forward ($ in mil) June 30, 2008 Shareholders' Equity $ 78,088 Estimated Net Loss for Third Quarter - Adjusted Net Loss (ex. AIGFP Unrealized Market Valuation Losses) - AIGFP Unrealized Market Valuation Losses - AIGFP Credit Valuation Adjustment on Other Assets and Liabilities Estimated Adjusted Net Loss - Net Realized Capital Losses - FAS 133 Gains (Losses), Net (3,878) (4,493) (705) (9,076) (13,491) (172) Estimated Net Loss (22,739) Estimated Other Comprehensive Loss Unrealized Appreciation (Depreciation) of Investments, Net Foreign Currency Translation Adjustment, Net Change in All Other Comprehensive Income, Net All Other Estimated Other Comprehensive Loss Estimated Change in APIC Consideration Received for Preferred Stock Not Yet Issued September 30, 2008 Estimated Shareholders' Equity 24 (3,942) (1,563) (72) 139 (5,438) 23,000 $ 72,911 Page 3 Significant Items in the Quarter 302008 Pretax $ GAAP Income (Loss) - Estimated Reported Adjustments: Minority interest (afffects pretax only) Net realized capital gains (losses) FAS 133 Adjusted Income (Loss) - Estimated Reported (27,911) 202008 After Tax $ (22,739) Pretax $ (8,756) After Tax $ (5,357) (284) (18,161) (265) (13,491) (172) 18 (6,074) (26) (4,019) (17) (9,201) (9,076) (2,674) (1,321) Restructuri ng-re lated: Taxes: Reversal of permanent reinvestment assertion for foreign businesses (3,627) Fed Facility interest expense (802) (521) Goodwill impairment (432) (432) (465) (302) (1,699) (4,882) AIGFP unrealized market valuation loss (6,912) (4,493) (5,565) (3,617) AIGFP credit valuation adjustment (1,085) (705) (518) (337) (133) (86) 212 138 UGC 2nd lien exit Total restructuring-related Market disruption: AIGFP deferred compensation rel.€rsal 563 366 UK inl.€stment-linked products (501) (326) Domestic Retirement Services DAC unlocking (616) (400) 569 370 DAC/SIA benefit for realized capital losses Partnership & mutual fund income (losses) (1,664) (1,082) 190 124 Total market disruption (9,646) (6,270) (5,814) (3,778) 2,144 2,076 3,140 2,4571 IAdjusted Income -estimated excluding restructuring and market disruption Other: (1,391) (904) AGF operating results Catastrophes (446) (290) (40) (26) UGC operating results (excluding PDR) (651) (423) (518) (337) (2,488) (1,617) (558) (363) Total other Adjusted Income - estimated excluding all noteworthy items $ 25 4,632 $ 3,693 $ 3,698 $ 2,820 Page 4 Summary of Estimated Pre-tax OTTI ($ in mil) Three Months Ended Estimated September 30, June 30, 2008 2008 Lack of Intent to Hold to Recovery* $ 8,299 $ 241 Severity 7,327 4,843 Issuer Specific Credit Events 3,453 322 747 738 50 633 Adverse Change in Cash Flow Currency Total $ 19,876 $ 6,777 * Includes $6.9 billion related to securities lending portfolio in 3Q08. 26 Page 5 Commercial Insurance Quarterly Results $ Estimated Net Premiums Written Estimated Operating Income (excluding RCGL) 3Q 2008 I 2Q 2008 I Pretax Pretax 5,597 $ 5,988 943 33 Adjustments for: Market disruption: Partnership & mutual fund income {losses) (230) (42) (1,077) (74) Other: Catastrophes Estimated Adjusted Operating Income (excluding all noteworthy items) $ 1,340 $ 1,059 Underwriting Ratios: Estimated Loss Ratio 86.0 74.1 Estimated Expense Ratio 21.9 19.6 107.9 93.7 89.1 92.5 Commercial Pool 4.2 4.2 Surplus Lines Pool 4.9 5.1 4.3 4.4 Estimated Combined Ratio Estimated Combined Ratio Excluding Significant Current Year Catastrophe-related Losses Estimated Risk Based Capital Ratio: AIG CI (in aggregate) 27 Page 6 Foreign General Quarterly Results 3Q2008 I 2Q2008 Pretax $ Estimated Net Premiums Written Estimated Operating Income (excluding RCGL) 3,647 I Pretax $ 3,726 104 754 (276) 82 (133) (5) Adjustments for: Market disruption: Partnership & mutual fund income (losses) Other: Catastrophes Estimated Adjusted Operating Income (excluding all noteworthy items) $ 513 $ 677 Underwriting Ratios: Esti mated Loss Ratio 59.3% 53.7% Esti mated Expense Ratio 37.4% 34.6% Estimated Combined Ratio 96.7% 88.3% Estimated Combined Ratio Excluding Significant Current Year Catastrophe-related Losses 93.0% 88.1% 28 Page 7 Current Credit Facility $85 bn 2 years 850 bps LI BOR + 850 bps PIK 27 Proprietary and ~gctiy Confidential Enhanced Terms of New Financing Amount $30 bn Term Perpetual Rate 100/0 Coupon Use of Proceeds PIK / Cumulative Pay down Existing Facility Amount $70 bn Term 5 years Fee on Undrawn Rate on Drawn Interest 75 bps UBOR + 300 bps PIK 28 Proprietary and ~actiy Confidential Current Trends in Securities lending Since the lehman bankruptcy and related credit freeze, counterparties have been reluctant to roll trades, wishing to maximize their own liquidity. Total AIG Outstanding Securities Lending Balance $ millions 80,000 70,000 -1 $68,776 ..................................... j 60.000 50,000 40,000 30.000 20,000 10,000 9/11/08 9/18/08 9/25/08 9/30/08 10/02/08 10/09/08 101 16i08 10/24i08 5 Proprietary and ~1ictiy Confidential RMBS Monetization .. Proposed Structure $ 40 B RMBS Face Loan $22.5 Billion Collateral Coupon L + 100 • Equity $1 Billion Coupon L + 300 ~ Residual: 5/6 ~ Senior debt ..........facility, 1/6 equity • • ! ! 4. 1 Transfer price? < Proposed Option Residual <I< AIG marks as confirmed by 3rd party, estimated to be $23.58 currently • ! + 2< Size of equity \IS, debt? '" Equity: $1 Billion " Loan: $22.5 Billion " Residual: 5/6 to Senior, 1/6 to equity '+ 30 Terms of debt and equlty? 8> 8> <I< <I< Equity: L+300 Debt: l +100, Debt full turbo paydown Residua! cash flows: 5/6 to debt, 1/6 to equity • ! ! ! P 4< Origin of equity? "'A!G 8 Proprietary and ~2ctiy Confidential Proposed Solution Cash Bond Reference Obligations Spy ___ Economics _f._~~_~J~g M_~_~_~~~J~_~ $ AIG contributes junior capital to SPV $ • Cash <I> Third party earns L + [100]* bps on its invested capita! plus a negotiated share of the upside Third party senior loan is recourse solely to (i) the SPV assets and (Ii) the AIG junior capita! Existing collateral posted by A!GFP reduces capita! needed from the third party Third party receives full repayment of principal and interest prior to any distributions to AIG junior capital - x $ Concurrent with purchase of the cash bonds, AIG and counterparties agree to tear-up existing CDS contracts - $ A third party will provide the senior capital to the SPV in form of a senior loan A third party forms a new SPV to purchase, from AIGFP's CDS counterparties, cash bonds which are Reference Obligations in the multi-sector COO portfolio - $ $ AIG earns L + [ 300]* bps on its invested capital plus a negotiated share of the upside Portfolio upside shared between AIG and third party on negotiated terms Subject to Change 14 Proprietary and ~~ctiy Confidential Process to Unwind AIGFP in an Orderly Manner " Transfer/sell energy/infrastructure business " Established robust governance (e.g., Steering Committee, ROTC) to take decisions and monitor progress " Sell commodities business " In process of finalizing compensation for retained employees " RIF executed in Wilton, soon in LN, HK, and TK " Restructure and transfer key tax: personnel toAIG .. Unwind derivatives portfolios - Replace complex, bespoke client trades with simple, generic dealer trades --- Prioritize opportunities to exit entire lines of businesses and client relationships Pursue and balance transactions that generate liquidity with transactions that generate capital --- Pursue dealer netting once book is repositioned - Develop strategies for auctions, sale, assignments of businesses - Natural run-off " Restructure! unwind the credit book - Restructure trades I counterparty relationships (minimize downside, retain upside) --- Utilize government credit facilities as bridge - Monetize assets Natural run-off ., Actively communicating to AIGFP - Leadership --- Governance and processes " Client communications " Developed frame\}lork for decision-making - Balancing liquidity, P&L and NPV of transactions ., Daily detailed reporting in place ., Summary reports being developed for Steering Committee --- P&L - Liquidity and collateral Market and credit risks Runoffplall deyelopmeMt " Kicked off book-by-book run-off strategies; detailed plans expected by year-end " PMO established to facilitate un\tvind process 18 Proprietary and ~~ctiy Confidential Overview of Unwind Plan September End of 20010 2008 ~ ~ Develop book-by-book run-off strategy Finalize fun-off leadership, processes, and reporting ~ ~ Roughly 1/3 o'f the book will run off I naturaliy mature Proactively unwind substantial part of book ~ Manage the tail risk -_. Dealer netting - Sell --- Natural run-off - Keep a smail team to continue unwind Description Strategies 1a) Legally enforceabie terminations (e.g., ATE, credit ratings-triggemd terminations) 1b) Mutual termi nation clauses 1a) Series of strategies to minimize costs and liquidity dl-ain 1b) Pian to be developed on how to deal with it (when others start doing it) ~ ~ Transactions with AIG affiliates: Segregate transactions with AIG affiliates to pmpare for disposai ; roll-up * Take economic decisions based on guidelines established by Steering Comrnittee 9 Primarily concerned parties are investors, corporates, and to a iesser extent sovereigns ~ 1/3 of the book, or -10,000 trades wil! rnature by Sept 2010 * Establish a reasonable future date by which remaining trades should be exited by deaier netting ~ Decide key counterparties AIGFP will want to exit definitively Proprietary and ~5ctiy Confidential Potentially establish CSA or assign to other counterparties Systematicaliy mine book for : A) Cash generating transactions B) P&L generating transactions C) Risk reduction transactions D) Client reduction transactions ~ Let them run-off (uniess in one o'f the other categories) ~ By counterparty or entim book Summa of Independent Valuations The valuations of AIG operating divisions contained in these reports ranged from $68 bn to $166 bn ($ in miilions) Source Date Domestic General Foreign Genera! CS(1) 38,233 18,909 23,973 36,540 JPM I GS 9/14/08 31,000-39,000 13,000-16,000 45,591 57,143 60,513 44,000-55,000 53,000 23,159 39,689 21,763 52,630 25,193 66,581 27,667 69,048 23,000-27,000 36,000-40,000 25,000 53,000 62,848 74,393 91,774 96,715 59,000·67,000 78,000 7,514 157 7,610 1,987 324 1,389 n/a Ilia n/a n/a 2,000 7,000 2,000 523 9,180 1,162 2,905 196 8,194 13,443 11,310 9,155 2,000 9,000 3,231 6,138 14,208 5.717 1,000 2,000 Total Operating Divisions 114,625 139,565 174,434 172,100 105,000·125,000 142,000 Corporate &, Other Other and Minority Interest (19,214) (5,631 ) (15,992) (10,176) 89,780 123,573 164,258 General Insurance Dornestic Life & Retirement Foreign Life & Retirement Life &, Retirement Services Aircraft Leasing Consumer Finance AIG FP Other Financia! Services Asset Management Total AIG MS 9/18/08 21,390 18,956 ML 7/16108 29,015 16,576 40,346 WB 11/27108 9116108 (5,783) 166,317 (37,000) 68,000-88,000 Mgmtf BX 9/14108 39,000 14,000 (34,000) 108,000 11 (1) CS analysis excludes losses associated with FP; published figures include (198,380) V~j6 for Financial Services including FP. Timing and Proceeds ($ billions) Business PLD (excludes PCG) TRH Private Bank CFG AI Credit HSB Star Edison Domestic Life Domestic RS Nan Shan Asset Management Global Real Estate AlA (2) ILFC ALiCO Philam Total Target Timing Closing Signing 11/10108 4008 TBD 4008 11/20108 4008 Various 1009 12/15/08 1009 12/15/08 1009 12/26/08 1009 12/26/08 1009 1Q09 1/26109 1/26/09 1009 3Q09 1/30/09 1/30/09 1Q09 1/30109 1009 Proceeds Gross Net (1) 2.5 0.8 1.3 0.3 0.5 0.5 1.1 1.1 0.1 0.1 1.0 1.0 4.1 4.1 4.4 4.4 12.0 11.6 12.0 12.0 3.5 3.5 0.5 0.5 TBD TBD 1/30/09 2/2109 1Q09 TBD 22.1 7.5 17.0 0.9 $90.3 1Q09 1009 2Q09 2009 Notes: (1) Net of tax and trapped proceeds (2) AlA proceeds reflect 100% sale 37 16.7 3.2 17.0 0.7 $77.3 Pro Forma Financial Leverage & Coverage - Base Case AIG pro forma leverage & coverage - base case (sell 49% of AlA) ($ bins) 9/302008 12/31/08 Financial leverage Existing senior debt 15.8 14.9 63.0 0.0 Existing $85 bin Fed facility New $60 bin Fed facility 0.0 28.0 Junior subordinated debentures (Basket D) 12.9 12.9 Mandtory convertibles (Basket D) 5.9 5.9 Total debt 97.6 61.7 12/31/09 12/31/10 12/31/11 13.3 0.0 0.0 12.9 5.9 32.1 11.4 0.0 0.0 12.9 5.9 30.2 11.4 0.0 0.0 12.9 0.0 24.3 Preferred interest in common New perpetual preferred (Basket B or C) Common equity Total GAAP equity 23.0 0.0 50.1 73.1 8.9 41.0 48.7 98.6 0.0 20.2 44.4 64.6 0.0 22.3 45.7 68.0 0.0 22.3 51.6 73.9 Total adjusted debt (PP = Basket B) Total capital Debt % capital (PP = Basket B) Debt % capital with hybrid equity capped 83.5 170.7 48.9% 48.9% 78.4 160.3 48.9% 53.9% 33.2 96.7 34.3% 38.8% 32.8 98.2 33.4% 37.9% 31.4 98.2 31.9% 31.9% Total adjusted debt (PP = Basket C) Total capital Debt % capital (PP = Basket C) Debt % capital with hybrid equity capped 83.5 170.7 48.9% 48.9% 68.1 160.3 42.5% 53.9% 28.1 96.7 29.1% 38.8% 27.3 98.2 27.7% 37.9% 25.8 98.2 26.2% 29.9% 12.7 2.2 4.8 5.7x 2.6x 10.1 2.1 4.3 4.8x 2.3x 10.1 1.6 3.8 6.3x 2.6x Interest coverage EBIT Cash interest expense Total interest expense Cash interest coverage Total interest coverage NB: Estimated leverage ratios exclude pension and lease adjustments Moody's methodology Aaa Aa Adjusted debt % capital Earnings coverage <20% > 12x 20%-30% 8x-12x 38 A 30%-40% 4x-8x Baa 40%-50% 2x-4x Ba >50% < 2x Pro Forma Financial Leverage & Coverage - Stress Case AIG pro forma leverage & coverage - stress case (sell 49% of AlA) ($ bins) 9/302008 12/31/08 Financial leverage Existing senior debt 15.8 14.9 63.0 0.0 Existing $85 bin Fed facility New $60 bin Fed facility 0.0 28.0 Junior subordinated debentures (Basket D) 12.9 12.9 5.9 5.9 Mandtory convertibles (Basket D) Total debt 97.6 61.7 12/31/09 12/31/10 12/31/11 13.3 0.0 0.0 12.9 5.9 32.1 11.4 0.0 0.0 12.9 5.9 30.2 11.4 0.0 0.0 12.9 0.0 24.3 Preferred interest in common New perpetual preferred (Basket B or C) Common equity Total GAAP equity 23.0 0.0 50.1 73.1 8.9 41.0 48.7 98.6 0.0 34.2 44.4 78.6 0.0 36.3 45.7 82.0 0.0 36.3 51.6 87.9 Total adjusted debt (PP = Basket B) Total capital Debt % capital (PP = Basket B) Debt % capital with hybrid equity capped 83.5 170.7 48.9% 48.9% 78.4 160.3 48.9% 53.9% 43.7 110.7 39.4% 46.5% 43.3 112.2 38.6% 45.7% 41.9 112.2 37.3% 38.7% Total adjusted debt (PP = Basket C) Total capital Debt % capital (PP = Basket C) Debt % capital with hybrid equity capped 83.5 170.7 48.9% 48.9% 68.1 160.3 42.5% 53.9% 35.1 110.7 31.7% 46.5% 34.3 112.2 30.5% 45.7% 32.8 112.2 29.2% 38.7% 10.1 2.2 6.2 4.5x 1.6x 8.1 2.1 5.7 3.8x 1.4x 8.1 1.6 5.2 5.0x 1.5x Interest coverage EBIT Cash interest expense Total interest expense Cash interest coverage Total interest coverage NB: Estimated leverage ratios exclude pension and lease adjustments Moody's methodology Aaa Aa Adjusted debt % capital Earnings coverage <20% > 12x 20%-30% 8x-12x Stress case versus base case Asset sale proceeds down by 20%. EBIT down by 20%. 39 A 30%-40% 4x-8x Baa 40%-50% 2x-4x Ba >50% < 2x AIG Commercial Insurance Scorecard - Base Case Rating Factors American International Group Other Considerations (if applicable, insert notches to be added to the adjusted total scorecard rating above): Management, Governance, and Risk Management: Accounting Policy & Disclosure: Sovereign & Regulatory Environment: Stand-Alone Rating Recommendation: Support (if applicable, insert notches to be added to the standalone rating above): Nature and Terms of Explicit Support: Nature and Terms of Implicit Support: Final Rating Recommendation: 40 AIG Commercial Insurance Scorecard - Stress Case Rating Factors American International Group AIG x x x x X 62.3% 9.8% 4.7x 13.2% 69.9% 5.1% 6.7x Other Considerations (if applicable, insert notches to be added to the adjusted total scorecard rating above): Management, Governance, and Risk Management: Accounting Policy & Disclosure: Sovereign & Regulatory Environment: Stand-Alone Rating Recommendation: Support (if applicable, insert notches to be added to the standalone rating above): Nature and Terms of Explicit Support: Nature and Terms of Implicit Support: Final Rating Recommendation: 41 Summary cash outflows triggered by rating downgrades USO millions ITotal Less 44s1 4,2671 6,40S 1 AIG FP multi-sector COO solution 74s1 (6,40S) IN et exposu re The table above shows the additional cash outflows triggered by further rating downgrades. The CSA number includes INCLUDES - estimates of additional collateral postings - amounts of collateral received that AIG would no longer be able to rehypothecate - Estimates of the MTM of transactions that are in the money for our counterparties that they can terminate at a rating level (net of collateral already posted). DOES NOT INCLUDE - estimates of MTM amounts of transactions that are in the money for AIGFP where the counterparty has the right to terminate. - The additional cost of finding a replacement counterparty on transactions where a rating downgrade would require us to do so. The Multi-Sector number includes INCLUDES - At BBB+ $2.7 billion of collateral postings due to independent amount and threshold percentages adjustments. - At BBB the termination of the funded portion of project Max ($6.25 billion minus collateral posted of $2.6 billion) DOES NOT INCLUDE - At BBB the termination rights of counterparties representing $47.8 billion of notional with collateral already posted of $26.9 billion, representing a maximum exposure of $20.9 billion. The Corporate Arbitrage and Regulatory Capital numbers include estimates of additional collateral and termination costs at different rating levels. 42 FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Issuer Name(s): American International Group, October 13, 2006 Inc. (AIG); AIG Capital Trust I & II; AIG Financial Products Co Does this rating committee meeting involve discussion of a Franchise Credit? or required attendee(s).) No Rating Recommendation: (Include unpublished ratings in brackets, e.g. (8a2}.) Issuer Name/ Rating Types: AIG Short-term issuer rating Long-term issuer rating Senior unsecured debt Senior unsecured shelf Subordinated shelf Preferred shelf Outlook AIG Call/tal Trusts I & /I Backed preferred shelf Outlook AIGFP Backed short-term debt rating Backed long-term issuer rating Outlook P-1 Aa2 Aa2 (P)Aa2 P-1 Aa2 Aa2 (P)Aa2 Stable Stable P-1 P-1 Stable Stable Current Country Ratings: (country name: USA) Foreign Currency Bond Ceiling: Aaa Foreign Currency Deposit Ceiling: P-1 Aa2 Aa2 (P)Aa2 (P)Aa3 (P)A1 Stable P-1 Aa2 Aa2 (P)Aa2 (P)Aa3 (P)A1 Stable (P)Aa3 Stable (P)Aa3 Stable P-1 Aa2 Stable P-1 Aa2 Stable Local Currency Government Bond Rating: Local Currency Deposit Ceiling: AIG has a senior unsecured debt rating of Aa2 with a stable outlook. The proposed ratings for the new $25.1 billion mUlti-purpose shelf for AIG, AIG Capital Trust I and AIG Capital Trust II reflect standard notching practices. • The new shelf replaces an existing AIG shelf for up to $1 billion of senior unsecured debt. We will withdraw the (P)Aa2 rating from the existing shelf. • We will also assign a Aa2 rating to a senior unsecured MTN program filed as a prospectus supplement under the shelf registration in the name of AIG. • AIGFP is supported by a General Guarantee Agreement from AIG "in favor of each holder of a monetary obligation or liability of [AIGFP], now in existence or hereafter arising." AIGFP had a Aa2 rating on a backed senior unsecured debt issue that matured in December 2005. The company has requested a longterm issuer ratin to re that 10 -term debt . The uarantee is attached on es 16-18. Last Rating Action(s): Feb. 9, 2006 - Affirmed ratings of AIG and all rated subsidiaries following AIG's announcement of 4Q05 charges associated with regulatory settlements and the completion of an independent actuarial review of property and casualty reserves. • 1 v. 1.0 rev 4/21106 Currently Published Rating Drivers : (from current credit opinion or last press release) Factors that could lead to an upgrade include: - Continued strong profits, with returns on equity consistently exceeding 15% - A sustained period with no adverse development of General Insurance reserves - Full remediation of material weaknesses in internal controls over financial reporting Factors that could lead to a downgrade include: - A deterioration in profits, with returns on equity falling below 10% - Further adverse loss development exceeding 5% of net General Insurance reserves - Adjusted financial leverage (excluding debt of finance operations and match-funded investment programs) exceeding 15% - Significant additional charges stemming from remediation efforts, regulatory investigations or related litigation a-Tools: (Include OAS, CDS, MKMV, and other rating agencies.) ............................................................................................. ,~:..)::~ .:.- r rr nrr rr rr rrrrrn",-- . ................................................................... . • j1, " . ! ....................................................·.1·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.·.L,.: . •. .~ ,. ~<: : rt ,~:..)::~ ·l;.;:::~·r :·:·:::.:.z·:·:~;...:;.....:.:..... :.................... ,:, ........................ ,', ...... :: .~'. ": , ~.:. . .: '.~..:~. . .: . :.:. ,: . - .- . {:.::::':;:. . ~.'.:. : : C) . . : : ............. .. :....... .ill.::;:"::- :':'.• ,.JJ : <". ••••••,.,',.•.•••••,••••••••,.,.,.,• "• • • • • • • :• :.• • ••• : : ' " ';;.:.f\ .." :....:..." ::.. :.:~,~ . ,. ..,... ,:"':: ::..;:: .. . . . . . . .t = ..... ' . ': :::.::' :.: ..::~~:: ..: .. ··nt·:J: .:.:.:.:.:.:].::(::::: a-Tools Commentary: (Provide brief discussion of any significant outliers, i.e. gaps of 3 or more notches.) Gap is within normal range for insurance sector. 2 v. 1.0 rev 4/21106 Proposed Rating Outlook Drivers (Provide rationale for proposed rating outlook.): No change. What Factors Could Move the Proposed Rating(s) Higher? (Must reference specific Key Ratios/Metrics.) No change. What Factors Could Move the Proposed Rating(s) Lower? (Must reference specific Key Ratios/Metrics.) No change. Required Attachments: - Draft Press Release (or Feedback Letter to Issuer) - Rating History - Latest or Updated Company Credit Opinion - Latest or Updated Company BCR/GCR - Organization Chart (Organigramme) - Historical financials (at least 3 yrs, ideally 5 yrs) - Regional Peer financials (use MFM where available) - Global Peer financials (use MFM where available) - Stock Price Charts (if shares are publicly traded) - Inputs and Outputs from Moody's Rating Predictor Model or Methodology Model (if methodology model has been published) Optional Attachments: (Check all that are applicable) D - Other Moody's Research (LRA, CGA, FRA, RMA, etc.) D - Additional Financials (projections, business segments, etc.) D - Risk Concentration Tables (loans, industries, tenants, etc.) D - Market Share Data D - Other Ratings D - Debt Maturity Schedule, Lease Expiration Schedule D - Prospectus, Indentures, Covenant Compliance, etc. D - Excerpts from Issuer Presentation(s} D - AIGFP General Guarantee Agreement D D D D D D D D D D Table of Contents: (List page numbers) 4 5 6-8 8 9-10 11 12-15 16-18 Cut and paste all required attachments into the Rating Committee Memo document, or combine into single pdf file. Post-Rating Committee Meeting Requirements: Complete Addendum (see Addendum to Fundamental Rating Committee Memo) and email document to the appropriate Team Leader, TMD and Laura Levenstein. In addition, email your TMD and Laura Levenstein final drafts of all press releases pertaining to new ratings or rating changes (including outlook changes and rating reviews). Save Rating Committee Memo and Addendum in EDMS. 3 v. 1.0 rev 4/21106 DRAFT PRESS RELEASE Moody's rates AIG shelf registration (senior at (P}Aa2) $25. 1 billion mUlti-purpose shelf Moody's Investors Service has assigned a provisional (P)Aa2 senior unsecured rating to a new mUlti-purpose shelf registration of American International Group, Inc. (NYSE: AIG). Moody's has also assigned a Aa2 rating to a senior unsecured medium-term note (MTN) program established by AIG under the shelf registration. Proceeds from the MTN program may be used for general corporate purposes, for intercompany loans to AIG Financial Products Corp. (AIGFP) or certain of its subsidiaries, and for AIG's matched investment program. Finally, Moody's has assigned a Aa2 long-term issuer rating to AIGFP, based on a general guarantee from AIG. The rating outlook for AIG and its subsidiaries is stable. AIG's ratings reflect its leading market positions in all major business segments, its broad business and geographic diversification, its strong earnings and cash flows, and its excellent financial flexibility. These strengths are tempered by the intrinsic volatility in certain general insurance and financial services business units, and by the significant volume of spread-based investment business within the asset management segment. The stable rating outlook reflects Moody's view that AIG will remain a leader in worldwide insurance and financial services. Moody's expects AIG to maintain prudent financial leverage, with adjusted interest coverage (excluding interest on the debt of finance operations and matched investment programs) exceeding 15 times. Moody's also expects AIG to maintain its strategic emphasis on insurance, with financial services contributing less than 20% of consolidated operating income. The last rating action on the parent company took place on June 19, 2006, when Moody's assigned a Aa2 rating to $750 million of three-year floating rate notes. Moody's has assigned the following ratings to securities that may be issued under AIG's shelf registration: American International Group, Inc. - provisional senior unsecured debt at (P)Aa2, provisional subordinated debt at (P)Aa3, provisional preferred stock at (P)A 1; AIG Capital Trust I - provisional trust preferred securities at (P)Aa3; AIG Capital Trust II - provisional trust preferred securities at (P)Aa3. Moody's has assigned the following definitive ratings: American International Group, Inc. - senior unsecured medium-term note program at Aa2; AIG Financial Products Corp. - backed long-term issuer rating at Aa2. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in general insurance, life insurance & retirement services, financial services and asset management. AIG reported total revenues of $54 billion and net income of $6.4 billion for the first six months of 2006. Shareholders' equity was $88 billion as of June 30, 2006. For more information, please visit www.moodys.com/insurance 4 v. 1.0 rev 4/21106 AIG RATING HISTORY :::i... b 09184 01186 05187 09188 011'30 051'31 091'32 011'34 051'35 091'36 011'38 051'39 09100 01102 05103 09104 01106 5 v. 1.0 rev 4121106 Glebal C:!·",d:it RE':sean:::h Cr,"·::jit OI1.iFlio:~: " j,il;U(:·,2005 :Rating:z ei:lte~:>:Jry' Mo>:c>dy'.5 Ra1in'g G:~:::kDk E~,3ble :ssuer Rat:%; Aa2 A;)2 TT ?S5UEf R<lt:"·~: P-l ,AI:8 .;Il..rmtlity· Ins u:ra n<;<e' CQml1:;I:Iljl ·C>;do·ok :S,able :nS.~::'2:,,:·~e ~illaIK::a:: 3~':e:,,:;::,h /'"al AH3 Eci?is.on Lif",·ln:silJ:fi:;.n:;::-e C8mpaHY G:~:::k·ok :n5.;.z.;(:,":~e ~I:G Ufe Finane,::;,;:: St:':e:~::;/h In'S·ur.~:flce Cc:m?pany ''-f:~:::IQ:;,k S~able ,;;:11 ?ns::j:"~::,:::~ ::-ina.nc:?~:?: S~~:=·:::·,::':h AIG Liquidiiy Cm,p .. 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G?;i!;;; f!:r..~: ~~ .~.:ri,;::irili'>... !\ll>~ C;l~!I.'l:>I'; FZNi~ c,"S.~·~]"~3,t.i"-,~~~.. !\ll>~ ~~L"I:~'; i:.!i!~~t~~~~.f!~!~~:i~;'~~ ~~·Oi~3~i' 6.~::'f :::. m :::3S 2..sJ·~ ~:,5§ t:::::;: (:::j) (:~::::J> {~!:2~~::; 1 :;'l.J.~) 7:::.!J~{: :~~:.;:zy x::~.~ z.:~ c·:tx:: 1"t!111lli'lfi'.ll..J<im' P,l';>?! ~''1ujJ:;, 1":~~~i!:~:it~~~:;~:~;r~l1.<sI~['" ~>ri,:<,iIl.~ub:j4~~;· '~:mp.&l:Ik: 10 v. 1.0 rev 4/21106 AIG STOCK PRICE CHART ~'.--~~ ..... ~w-······::······································::··· ................. . =~- -)'(I :c r-;~ ......................................................• . .: . . . . . . . . . . . . . . . . . . . . . . . . . . .: . .: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +. . . . . .:. . . . . . t L",.~. .~ J~""J .-" .....A:'1" i "-~ . ). : .... k"I. .». - __ . - •. _- '1"1"; 11 :;;~ .k .". t .1 • ••. - • • ~ • • _- .---; v. 1.0 rev 4/21106 Company Name Analyst Name 1M&~18~~I~%~RN)l,tl()~~L~~8yP,INS. Current Stand Alone IFSR AaJ Score Card Overall Stand Alone Rating Aa3 4.01 Brl.lCeBaHel'ltine Weight (%) Factor 1: Market Position, Brand and Distribution Ratio Aa1 1.50 2%-5% 1%-2% <1% 1.5x -3x average 0.5x -1 .5x average 0.25x -0.5x average <0.25x average 20%-24% 24%-28% 28%-34% >34% Market Share Ratio Relative Market Share Weighted Avg Rating 25 12 v. 1.0 rev 4/21106 Weight (%) Factor 2: Product Focus and Diversification o granular exposures; tail personal lines; very risk of estimating mate claim costs Product Focus Aa2 Weighted Avg Rating 3.00 10 , , O!@ k>. 0: • 0 Granular exposures; two :Aplic:1Ei)~rl"1C1yM\l'E!N!lI1!lfP~~ :Longer·tailed lines are majority :Combination of size of in· thirds of its business is from hj@i~~t"¢l~W,i¢%)~~itY~@ !of premiums and/or policies !force portfolio and size of short and medium·tailed !1J:Wri~~(ltE:!~~jfl1<9.tj@ !have high gross limits relative to!individual policies limits application of "law of large lines; generally low risk of estimating numbers"; claim cost moderate risk of estimating claim cost may be ultimate claim costs, but estimation risk is high; may have manageable catastrophe risk is property catastrophe risk meaningful'substantial '7""""7"""~"""""""7""""7"""~"""""'4-dj;tj~~t-lj~~;-~-fb~;j~~;;---Tj-dj;tj~~-t-lj~~;';;Tb~-sj~~;;----r2-~ij;tj~-~t-lj~-~;-~Tb~;j~~;-s-~~~h-!1-~ij;tj~-~t-lj~-~-~f-b~;j~~;;----' PC Product Diversification Geographic Diversification each produce at least 10% of leach produce at least 10% of :produce at least 10% of total net:produces more than 90% of total net PftC premiums total net PftC premiums total net PftC premiums written written '7"'"'7"'"~"B~m[t¢8n-~gi;;;B'""'TN~-;j~gl~-~~g~C~t~d-~~gj~~---TN~;j~gl~-~~g~l~t~d-~~gi~~----rN-~-;j~gl~-~~g~l~t-~d-~~-gj~~--------rO~~-~~g~l~-t-~d-~~gj~~---------' generate more than 20% of total net PftC premiums ;generate more than 30% of total net PftC premiums written 13 erate more than 40% of total igenerate more than 40% of PftC premiums written total net PftC premiums written v. 1.0 rev 4/21106 Weight (%) Factor 3: Asset Quality High Risk Assets % ; of Invested Assets ' Weighted Avg Rating 5 < 10% Aaa 1.40 20% to 30% 30% to 40% >40% --------------------------- Reinsurance Recoverables % Equity 35% -70% 70% -100% 100% - 150% > 150% Goodwill % Equity 15% - 25% 25% - 35% 35% - 50% >50% Weight (%) Factor 4: Capital Adequacy Leverage <2x 2x-3x 3x- 5x Weight (%) 5x-7x Weighted Avg Rating 1.25x - 2x Aa1 2.00 15 Return on Average Equity (5 yr Avg) Ba2 12.00 15 Factor 5: Profitability Sharpe Ratio of Net Income Weighted Avg Rating 5% - 10% 0%- 5% <0% .75x - 1.25x Ox - .75x <Ox 14 v. 1.0 rev 4/21106 Weighted Avg Rating Weight (%) Factor 6: Reserve Adequacy 9.60 10 Adverse Reserve Development % of Beginning Reserves <0% 0%-2% 5%-7% A8:E Net Funding Ratio >15x 12x - 15x 8x -1 Ox Factor 7: Financial Flexibility <8x Weighted Avg Rating Weight (%) Aaa 1.00 20 <15% Financial Leverage Baa3 15-25% 25-35% 35-45% >45% 5-7X 3-5X 1.5-3X < 1.5X -------------------- Cash Flow Coverage-Div capacity I interest + .~~.:.!-~~~----------.". "."". ".,...".,..."..."."". ".,...".,..~-----------------------------------~----------------------------------.--------------------------------------.------------------_. j I I r"H.e!Io ... ~I"'f.e!lo __ I=RIT~ t ~ I I I I I 8-12X ! I I I 4-8X ! I 2-4X ! <2X Subtotal Rating 15 Aa3 4.01 v. 1.0 rev 4/21106 GENERAL GUARANT:EE AGREEMENT" dated D-ece:mber 4~ (the uGUaranteail*), by American International Grc"lPf Inc. oelaware eorporatj,on (th(l 1995 $ d nc.u,4.ra.,ntQr U'j .in favor oteachholder 0:( a monetary obligation or liability 01' Ale Fi.nancial Produ'cts Corp. t a Delaware corporation (the *>JCompal'lY") ~ now in existencE!: or herQaft,Qr ariain,g (any such obligation or ii,abi,l i t,y being berein referred toe,s; lI,n. J'ObligatiQn~i) ~ .1. Guarantee~ Fol: value received. and to induae each such holder (eacna RG,\.Utrante:Qd, partyll) t,!',) :enter into t1"<u'liS:~:ctions giving- rise to Obligations ,I the Gua,rantor t.tb$olut~$ly, ~u.m.:~:ondltionally and tr.r.'evocablj' g'ua.rantaes,to aac-ll Guarantee.d P,rfU:ty ,1 ts successors f endors~as and a~a!::iqn:s;> the prompt paymentwhQn d.ue, subject to, any a·ppl iG~ble grace period I of all Obligations af the Ct;:ilt;Lpany to such Cuaranteed PartY1 whether iru::!tn"red bythB Company as maker~ endorse.r" dr.awer ,: a.:oceptor, q\u~.:rantor, ~c.comm:Qdat:i¢tl party or otherwisit?l. ,i!!,nd W'h,,~thftr dqe or to. become duel secured or unsecured, a"bsolut:e or conting:ent~ jOint ox:' sev'eraL 2• liatul:f:;u~J;.;tJ.l~liriiU)t.ec + Th is Sua r an.tee 1. sa quarant.y of p.ayment and not. ot: collection, The Guara.ntor i s obllqati,ohS here.underwi1:h t'espcct to any Obliqat.ion shilll tlot. DO affected by the existence ~ va lidJt.y t or- :enforceability Q( anobliga.tlQ.n Qit th~ per.fe.cticm or extent of any coll:ateral for such Obligation.• The Guar.antor.' B obli.9at,i.o}lshe,;r~;fUnd~r shall not he affected by any other circu:ms'tanc:(:l r.elating to any Obligation that .might otherwise constitube a legal 61' equitable di.so.ht1rgeOf or defen.se to the GUarantor. not availabl~ to the .company. No Guaranteed P:arty Sht'l.ll be obliqateato file any claim. relating to the Obligations owin:g to it, in th~ e.V$nt. t.hat. the: company becomes subject. to ,a ban,kruptoy. reo:rgani~~ti.on 'Or similar. pr'H;::ee,d.,ing:",and. tht;'~ (ailure Qf any' Guaranteed party to so file shall not affect the Guarant,Qt" I $. obllgation~ hereunder. In t.he e\.'ent th,at any lJ3YlTUl!1);t; to a"ny t,o any ~arty in r:esp&ct .of any Obligations is rescinded or. must crtherwise :be returned tor any rea,son whatso:(l;vor " th.e Guarantor shall rama in 1 :iable hereUl"ide'('- in r~$p$ct: t.o' such Ohli:gationG as it' i$'iJ:ch payment h!l,ej r~ot. been made. 'rheGu.ara.;nto:r reserves tIle right to assert, defens·es wtlich the Comp~n.ymaybave to pa}'1l'l-Rnt of any Obligation other than defe'nses arisil'lg froRl the bankt"uptcyOl' .i.tlf.iolvency of ,the CQmpoany and Qth~r defen,$es $xprof:lsly waived hereby. 16 v. 1.0 rev 4/21106 :3. consents" WaiVers and Reneuls. 'the Guara.ntot I.lg:r •• s t.hat. a GlJarant.eed Party lna.yat any ti;t)le and from tim.Q to time either :before or ·f!;fte:t.'"th:e maturity there.oft woit.b.o:ut notice to or further c:ons·ant of tbeGuarant.or ~ extend t.he tim.e of payme.nt of', excnanqa o.r surrender any ooU.at~-:ral fo·r t or ren~w ~.nyQ·f the obliqatio.n.~ Qwing to it,; aJna :may also make any ag-reementwi.'th the cc:mpany or ~ili·t.hanyother party· to or pe:t':$on liable on any of tl'ie Obligation.5., Or int.eres.t@d tb.~rej:n t forth$ e.xte.nGio·n t reneWa 1 ~ payment ,compromiae ~ f· discllarge or release thereOf $in wh(.,)l~or in p.art. Qr for a..ny :modifi·catio.fi of the terms t.het'eofor ·of any agt'cc:mentbetween !lucbGuaranteed Party and the Company or any of such other 1.:0: anyway impairtng or affecting party or person, without this G:Ll;arant.ee. The Guar¢j,nt.or aqreea that a Guaranteed Pli,;rt,y may r.eso·l::t to t".heG~aaranto:r for payment -of any of the . Obligations, woe-th.a.r- or not: the· Guara:nt.ond. Party shall have resorted to any collat.eral security ot'shall have proceeded. ~.q."lIin~t ·th:e Company or any ot:h~l'·QPligor pr lnc.ipally or se.condarily ohJi.qatp-d with re,sp6l:ct to any of theOhligatlons:. The Guara·ntQrwalves notic~ of the acceptance of: this G.uarant.ee iiiI.nd. of the Obligations t presentment/. demand fot' payment, notice of dishonor an.d protest. I 4. • ;f;xgcnaca. ';the Cuararrtor tl.qrees to pay on d.'iuna.nd allf·ees and ou:t-of-pocket exvenses (including the re:as·onable.f·e,e& atld expcnsEl'.s of iii: GuaranteE!dP.arty~· is counsel) in any wny relaeinq to the: enforcement or protection Qf the rig-htiS or a Cuartt.nt.eed Part.y hereunder; provided~ howe:ve:r· .. that the Guarantor shall not be 1 iahle for the exp(~ns£$ of a Guarants@.d Part.y i.f no payment \m(j~ ..t' this. Guarantee is due. 5 +. suhrogat ion. uponp.ayment ofaJ 1 the Obligati.ons ow-tng to any Guarantee:d Party I the Guarantor shall be subrogated to the I'ights of sllah Gu~.rantee(i party s.galnst tbe CQ·mp'~~lin.y with respectt.o such Obliqations,a.nd such. Guarant.eed Party ,a:grees t.o take at the a:uaranto:r I B ·expense such stepsi'!lls the Gua("ant,or ma.yreaso·.n.a.:tl:ty r.'$q'Uost t.o f.mplement such :&uhrogation. 6. lhird-party eepefici"ry CQnttgat. The Guarantor herebyacknowledgea ttVrt ea.ch GU~.:"f.a:nteed. P~t'ty 1$0 an tnt-ended thi.rd-par·ty bafieficiary Qf 'th.~ c.uat'antee who :may enforce t.ni.s GUi:trant:ee directly against the: Guarantor. i ,. '1'~rmiDatiQD. Thi.s Guara.ntee may be terrninated afte.r 30 days. notice given by the Guarantor by publication in m'LJ.fall S:tt;e:!!ilt JOIJ:t.n~l, ; ttt'QvJ.deg f l:iQW.~~t that in the event: that. a Guaranteed Party has requested I by wri.t.til$!n nett.oe t:p the secretary of the Gtla.t.'antorat 10 Pine Street" New· ·~ork~ .Haw ·~ork 1.0270" prior to the dat:eof such pu"blic~tiC!nt ·that Guch Guat'anteed Party be qi.ven .nott(~e of any t.f,:lrminatiQn Qi this Guarantee (specifyin,qthe addra:m:; to which such nctt.taeto 17 v. 1.0 rev 4/21106 t.b.Guarantee.d. Pa.rt.yshall be given), this Guarante:e shall r~mai.:fi in full force .and effect with respect to suoh $uJu:anteed. Party unti 1 l':ec~ip·t ):,i,y fHICh C'uarantee:d Party of writtQn .notice of termination in accQrda:f:l:ce w.l.th .suchreque.s.t. Notwithstand.ing the foreqoinq a:;entchce, this Guarantee shall re:main in full foree ~nrJ e:ft~ct. with respect. to Obligati.ons .of: the CO'IDpanyoutst.anding or contracted or commit.t!!i!1;d tor ('\ihetber or not outstanding) prior to the 10t.b, d~.y ~ft·li'!!r publie-ation of no't.ic~ of such t.zrminatlon in The H(Jll J.treot J:Q.urn.al~ or t in the event t:hat: a Guaranteed Party has request~d notice o:fterXllinat:ioI~ a:5 llt't)vided ,aho:ve l priot" Lo receipt by such. Guarant·eed Party of writ.ten not.ic:e of ter.lBination in accordan:ce with such request t until such obliqat.i.o.ns: sha.ll h& f.'i.n.ltlly ,~tld irr(;!vocablypaid in full. s. Goyerning- Law. This Gua.rante.e shall be 90verned by and construed in accorciancewiththe laws of the. stat.!!!l! .Q! of la·ws. N~w. 'lQrK J witho.ut regard to: pri.ncipLi;?~ ·Q·f c:Qntli¢t$ Name: EdWard! .Ka t tll&WS Title: Vice Chairman 18 v. 1.0 rev 4/21106 Note: For ease of electronic transmission and filing, all insertions or attachments should be combined together with this rating memo into one pdf file or Word document with all pages numbered sequentially. FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Reason for Rating Committee: AIG's flagship operation, Chartis (the global P&C insurer) was cited in the US P&C portfolio review of 23-Nov-2009 as needing to come to RCM during 1Q 2010, given that (i) Chartis and AIG have carried a negative outlook since March 2009, and (ii) AIG's government-backed restructuring has ressed and evolved since the time of the last RCM. Last Rating Action: 02-Mar-2009 - We confirmed the Chartis IFSR at Aa3 and AIG's senior unsecured debt rating at A3, concluding a review for downgrade. This rating action followed AIG's announcement of a $62 billion loss for 4Q 2009, offset by an expansion of government support to include, among other things, a five-year commitment by the Treasury to purchase up to $30 bin of incremental TARP preferred from AIG. We outlook to reflect the uncertainties the Scale In preparation for the AIG RCM, we have held separate RCMs to consider the stand-alone credit profiles of AIG's major operating units. For an insurance holding company such as AIG, the parent company's senior debt rating is typically notched down from the IFSRs of its major subsidiaries to reflect the structural subordination of the parent. Recommendation: Keep the parent senior unsecured debt rating a standard three notches below the public IFSR of Chartis, the largest core operating unit, and two notches below the public IFSR of SunAmerica Financial Group (SFG). The public IFSRs of Chartis and SFG incorporate one notch of rating uplift from government support, as noted below. We believe that AIG benefits from the same government support, and in fact the su rt for the ratin units neral flows h the nt. 1 v. 2.0 rev 7/13/07 Recent and pending rating actions among AIG's operating units include: Chartis U.S.: RCM on 24-Feb-2010. Voted to lower the company's stand-alone credit profile to A 1 from Aa3 and to apply a notch of rating uplift for the public rating to Aa3 based on government support (i.e., no change to the public rating). This is similar to the approach taken by the life insurance team in rating SFG. SFG: RCM on 19-Feb-2010. Voted to affirm the company's stand-alone credit profile at A2 and to continue applying a notch of rating uplift for the public rating based on government support (i.e., no change to the ratings). The committee voted to change the outlook from developing to negative, consistent with the parent and Chartis. AIG Edison: On 17-Feb-2010, we lowered the stand-alone credit profile to A3 from A2 and applied two notches of uplift for the public rating to A 1 based on a general guarantee from American Home (i.e., no change to the public rating). United Guaranty: On 04-Feb-2010, we lowered the stand-alone credit profile to Baa3 from Baa2 and applied three notches of uplift for the public rating to A3 (i.e., no change to the public rating). The uplift is based on certain reinsurance arrangements and a net worth maintenance agreement from AIG. American General Finance: On 22-0ec-2009, we downgraded the senior unsecured debt rating to B2 from Baa3. Based on our expectations of governmentiAIG support, we apply one notch of uplift from the standalone profile of B3. ILFC: On 18-0ec-2009, we downgraded the senior unsecured debt rating to B1 from Baa3. Based on our expectations of governmentiAIG support, we apply one notch of uplift from the stand-alone profile of B2. ALlCO: To be addressed by RCM if/when a sale of the company is announced. AlA: To be addressed by RCM in advance of an IPO, which may come as soon as April or May 2010. The ratings on AIG and its core operations are based on our view that (i) the core operations will have strong business profiles (i.e., Aa range for Chartis, A range for SFG) when the government sells/exits its stake in AIG, (ii) the firm will be able to attract a capital structure commensurate with its business profile, and (iii) the government will provide the necessary support to achieve this result before attempting to sell its stake. We believe that the government has the ability (through structures already in place), the willingness (through highly supportive actions/comments to date) and an economic incentive to support AIG and its core operations until they are performing at or close to their potential. This approach will maximize the proceeds the government can realize when it sells its ownership stake. AIG faces ample challenges to its restructuring plan, including a weak global economy, soft commercial P&C market, volatile equity markets (which can hamper IPO plans), and the need to divest several non-core businesses in a difficult market. Moreover, AIG has experienced erosion of its brand and market share since the start of the financial crisis, although the major businesses appear to have stabilized over the past few quarters. We believe that AIG has sufficient resources, particularly with patient government ownership, to invest in its core operations while steadily unwinding/exiting the non-core pieces. We expect that the company will continue to simplify its legal structure and to upgrade its information systems and risk management skills. These are priorities for the board of directors and for some new high-level mangers at AIG. 20f44 v. 2.0 rev 7/13/07 Contents 3-4 Subsidiary ratings and recommendations AIG Q-tools and stock chart 5 AIG 4Q 2009 highlights 6 7-13 AIG restructuring plan AIG capital structure at YE 2009 14 Valuations for AlA and ALiCO 15-16 ILFC exit plan 17-19 American General Finance exit plan 20-23 AIGFP exit plan 24-27 AIGFP investment portfolio stress test 28 Matched Investment Program portfolio stress test 29 Government support for AIG 30-31 AIG segment results for 2007-2009 32-35 AIG financial statements for 4Q 2009 36-37 AIG earnings comment 3Q 2009 38 39-44 AIG credit opinion Summary of subsidiary ratings and recommendations Current Ratings on AIG Entities February 25,2010 Arrerican International Group, Inc. Fully supported ratings AIG Rnancial Products Corp. & subsidiaries AIG Life Holdings (US), Inc. AIG Retirerrent Services, Inc. Arrerican General cap~al securities AIG, AIGFP, AIG Funding, AIG Liquidity, AIGMFC Core operations AIG Edison Life Insurance Company Chartis U.S. (8 rated companies) Chartis UK Limited SunArrerica Financial Group (11 rated companies) Non-core operations Arrerican General Rnance Corporation Arrerican Int'l Assurance Co. (Bermuda) Limited Arrerican Life Insurance Company International Lease Finance Corporation United Guaranty subsidiaries UGRIC & UGMIC Latestlnext rating action Rating Type LT Issuer Subord D:!bt ST Issuer Bkd LT Issuer Bkd Sr D:!bt Bkd Sr D:!bt Bkd Tr Prfrd Stock (Bkd) ST SA 17-Feb-10 SA 24-Feb-1 0 SA 19-Feb-10 IFS IFS IFS IFS 22-Dec-09 -Mar-10 -Mar-10 18-Dec-09 SA 4-Feb-10 Sr Unsec Debt IFS IFS Sr Unsec Debt IFS Support AIG AIG AIG AIG Curr SA G'tee G'tee G'tee G'tee AIG Agrrt AIG Agrrt* AIG Agrrt Curr Curr Public Outlook A3 Neg Ba2 P-1 A3 A3 A3 Ba2 P-1 Neg Neg Neg Neg Neg A3 Aa3 A1 A2 A1 Aa3 A1 A1 Neg Neg Neg D:!v B3 Aa3 A1 B2 Baa3 B2 Aa3 A1 B1 A3 Neg Neg Dev Neg Neg Rec SA A1 A1 A2 Rec Rec Public Outlook A3 Neg Ba2 P-1 A3 A3 A3 Ba2 P-1 Neg Neg Neg Neg Neg Aa3 A1 A1 Neg Neg Neg * Support agreement not a material factor In rating. 30f44 v. 2.0 rev 7/13/07 Current Ratings on AIG Entities - February 25, 2010 Ownership Structure' American International Group, Inc. ("AIG") AIG Capital Corporation American General Finance, Inc. American General Finance Corporation ("AGFC") AGFC Capital Trust I Yosemite Insurance Company CommoLoco, Inc. International Lease Finance Corporation ("ILFC") ILFC E-Capital Trusts I & II AIG Financial Products Corp. AIG Matched Funding Corp. AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. AIG-FP Matched Funding (Ireland) P.L.C. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Ltd. AIG Life Holdings (US), Inc. ("AIG LHUS") AGe Life Insurance Company AIG Life Insurance Company American General Life and Accident Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company American International Life Assurance Company of NY The United States Life Insurance Company in the City of NY Western National Life Insurance Company American General Capital II American General Institutional Capital A & B AIG Liquidity Corp. AIG Retirement Services, Inc. SunAmerica Life Insurance Company ("SLlC") AIG SunAmerica Global Financing Trusts SunAmerica Annuity and Life Assurance Company ASIF I &11 ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company Domicile DE Business Segment Parent Rating Type LT Issuer Sr Unsec Debt Subord Debt 3T Issuer Fin Svcs Fin Svcs ST Debt LT Issuer Sr Unsec Debt ST Debt Bkd T r Prlrd Stock Support Curr SA Curr Public A3 A3 Ba2 P-1 Curr Outlook Neg N-P B2 B2 N-P Caa1 Sta Neg N-P B1 N-P B3 A3 P-1 A3 P-1 A3 A3 A3 A3 P-1 Sta Neg Rec SA Rec Public A3 A3 Ba2 P-1 Rec Outlook Neg A3 P-1 A3 P-1 A3 A3 A3 A3 P-1 Neg DE IN IN DE IN Puerto Rico CA DE DE Fin Fin Fin Fin Svcs Svcs Svcs Svcs Fin Svcs Fin Svcs Fin Svcs DE DE DE France DE DE Bermuda Japan Bermuda TX MO DE TN TX TX NY NY TX DE DE DE DE AZ Fin Svcs Fin Svcs Fin Svcs Fin Svcs Funding for Parent Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs DE AZ SFG SFG Caymans Jersey DE NY SFG SFG SFG SFG SFG SFG SFG SFG SFG SFG SFG SFG Funding for AIG LHUS Funding for AIG LHUS Fin Svcs SFG ALiCO Holdings LLC DE Frgn Life Ins & Ret Svcs American Life Insurance Company DE Frgn Life Ins & Ret Svcs Chartis Inc. DE Chartis U.S. Chartis U.S., Inc. DE Chartis U.S. American Home Assurance Company NY Chartis U.S. Chartis Property Casualty Company PA Chartis U.S. Commerce and Industry Insurance Company NY Chartis U.S. The Insurance Company of the State of Pennsylvania PA Chartis U.S. National Union Fire Ins Company of Pittsburgh, Pa. PA Chartis U.S. Chartis Specialty Insurance Company AK Chartis U.S. New Hampshire Insurance Company PA Chartis U.S. United Guaranty Corporation NC Chartis U.S. United Guaranty Residential Insurance Company ("UGRIC") NC Chartis U.S. United Guaranty Mortgage Indemnity Company NC Chartis U.S. Chartis International, LLC AIU Insurance Company NY Chartis U.S. Chartis Overseas Limited Bermuda Chartis UK Limited UK Chartis International Llstmg order mdlcates mam ownershIp stake (or sponsorshIp m the case of trusts), not necessarily 100% ownershIp. ** Supporl agreement not a material factor in rating. . Source: Company reporls & Moody's 4of44 B3 AGFC G'tee Neg Bkd ST Debt Sr Unsec Debt ST Debt Bkd Prfrd Stock Bkd LT Issuer Bkd ST Debt Bkd Sr Debt Bkd ST Debt Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd ST Debt AGFC G'tee IFS IFS Bkd Sr Debt AHAC G'tee AIGAgmt" AIG G'tee A3 Aa3 A1 Aa3 A3 Neg Neg Neg IFS IFS IFS IFS IFS IFS IFS Bkd T r Prlrd Stock Bkd T r Prlrd Stock Bkd ST Debt Bkd Sr Debt Bkd IFS Bkd ST IFS Bkd Sr Debt Bkd IFS Bkd ST IFS Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd IFS Bkd ST IFS AIG Agmt A2 A2 A2 A2 A2 A2 A2 A1 A1 A1 A1 A1 A1 A1 Ba2 Ba2 P-1 A3 A1 P-1 A1 A1 P-1 A1 A1 A1 A1 P-1 Dev Dev Dev Dev Dev Dev Dev Neg Neg Neg Neg Dev A2 Dev Dev A2 B2 ILFC G'tee AIG G'tee AIG G'tee AIG G'tee AIG AIG AIG AIG AIG AIG G'tee G'tee G'tee G'tee G'tee G'tee AIG Agmt AIG AIG AIG AIG G'tee G'tee G'tee G'tee AIG Agmt AIG Agmt SLiC GICs AIG Agmt AIG Agmt SLiC GICs SLiC GICs SLiC GICs AIG Agmt AIG Agmt A2 A2 A2 Neg Neg Neg Neg Neg Neg Neg Neg Dev Dev Dev Dev A2 A2 A2 A2 A2 A2 A2 Neg Neg Neg Neg Neg Neg A1 A1 A1 A1 A1 A1 A1 Ba2 Ba2 P-1 A3 A1 P-1 A1 A1 P-1 A1 A1 A1 A1 P-1 Neg Neg Neg Neg Neg Neg Neg Neg Neg Neg Neg Neg A1 A1 A1 A1 A1 A1 A1 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Neg Neg Neg Neg Neg Neg Neg A2 Neg Neg Neg Neg Neg Neg IFS A1 A1 Dev IFS IFS IFS IFS IFS IFS IFS Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Neg Neg Neg Neg Neg Neg Neg Baa2 A3 A3 Neg Neg Aa3 Aa3 Neg A1 Aa3 Neg A1 A1 Neg A1 A1 Neg IFS Bkd IFS AIG Agmt UGRIC G'tee IFS IFS AIG Agmt AIG Q-tools 19-Feb-2010 American International Groll p, Inc. :=-5:3':-';: :::-:;:;2-=' E;:~::c-~::; :B.:;:::-: .~ :=·:::2-~2 :::.::..,-" ;. E< -<~ :::2· ,:~. B.::-:·~ ::'3~:: _:7 ::;.;.;.~" .::; ::'3~3--:8 ·:.;-2~ :...~..::: ..... . C.2% G.{;'% 'l;}~ :'2D07 - :';:::;::OC:'y'$ ........-... S&P Fitc:-1 ------ 2-:",>:j :Jr:Bdju;t::'d------ cos ur:"'_c;. ;~:.sted """. EC;c"'y:J r: adju; ,;:0:; AIG Stock Chart 19-Feb-2010 AMER INTL GROUP Splits: ... as of 18-Feb-2010 1500~~-'--~~~~--~~~~~~~~-r~~--~'-~~~~~~ 5001-············,···············~·"y~·····,··········· ............. . 7~~~~~~~~~~~~~~~~~~~~~__~~~~__~~~~ 150.00 (0') § 100 .001-.. ·· ......·...... ,.... · ......·......·......·........ ,.. · ......·......·......·.... ...... :;::: 50 .00 1-................ ,............................... ,.+ ................... . ::;:: O.OO~~~~~~~~~~~~~~~~~~~~~ Cop~right 2010 Yahoo! Inc. http://finance.~ahoo.com/ Market value of float: $3.6 billion 50f44 4Q 2009 Highlights Total AlG: Estimated 4Q 2009 $8.9 billion Net loss attributable to AlG Estimated Full Year 2009 $10.9 billion • Major drivers for quarter: ° Fed interest and amortization of$6.2 billion ($4.0 billion after tax) • Includes accelerated amortization of$5.2 billion ($3.4 billion after tax) ° Loss reserve strengthening of$2.3 billion at Chartis US ($1.5 billion after tax) ° Loss on sale ofNanShanof$2.8 billion ($1.5 billion after tax) ° Tax benefits not presently recognizable of$2.5 billion Insurance Operations: (dollars in millions) Estimated 4Q 2009 Chartis (excl. reserve strengthening) $ Chartis (4Q reserve strengthening) SunAmerica Financial Group AlA ALiCO Star/Edison Total Excluding reserve adjustment $ $ Actual 3Q 2009 % Change Driver(s) Loss from equity N/M method investment - Reserve adjustment -140/0 Maiden Lane II variance 20/0 20/0 -90/0 528 $ (2,281) 1,034 404 487 170 1,207 395 479 186 342 2,989 - 2,989 -12% $ 2,623 $ 722 - • Financial Services income of$92 million vs. $1.6 billion in 3Q 2009 • Maiden Lane III income of$196 million vs. $1.2 billion in 3Q 2009 • Institutional Asset Management loss of$535 million vs. loss of$1.3 billion in 3Q 2009 (lower impairments) 6of44 Page 1 Profile of AI Since September 2008, AIG has been working to protect and enhance the value of Its key businesses, execute an orderly restructuring and asset disposition plan, and position Itself for the future, while maintaining flexibility in its liquidity and capital positions III AIG expects to emerge as one of the largest, rnost diversified P&C conlpanies in the world) with a strong U.S. life and annuity operation and several other businesses that wi!! enhance the nucleus III - World's premier insurance organization - Strongly capitalized insurance subsidiaries - Strong) diversified sources of earnings - Delevered capital structure - Financial flexibimy with access to the capita! rnarkets - Strengthened rnanagement teanl r-------AiG--~-~---p-~~-fii~---~ili--b~---~~~-~i~-t~~i-;iih---~---~i~g-i~-~-A---~~ti~-g---~t---th-~--ii-~-~--------1 I ! of U.S. Government exit AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 7of44 I ! 4 Strengthened anagement Team AIG has been able to attract seasoned executives to join its senior management team and retain key senior executives. fL Benmosche President & CEO ...... ,'" ........ 'c .. Co ... [ : , : : , :. . ., ........... ., .......... :,:u:,::,:u:'::'::mmmmmmmmmmuurmmmmmmmmmmmmmmmmrmmmmmmmuumr P.Hancock EVP, Finance, Risk & Investments , K. Moor EV?, Chartis N. Walsh EVP. Chartfs ., ........... ., ..... . rmmmmmmmmmmmTmmmmmmmmmmmmmTmmmmmmmmmmmmmmm'1 W, Doo!ey SVP. Financia! Services --------- --------- R. Martin EVP, ALiCO ,, ., ,. , ., ,. , .. , ., ,. , .,1, .. , ., ,. , ., ,. , .. , ., ,. ': p, Mullings Bradnock SVP, Director of internal Au(ii! M, Cowan VP, Cf"lief Acfministrative Officer D. Herzog EVP, Chief Financia! Officer R Lewis SVP. Chief rUsk Officer ~iPJ M. Machon SVP, Chief frwestrnent Ottieer \/~D.< B. Schreiber SVP, Strategic to!annin{l J. Cook . J. Wintrob EVP. SunAmeriea Financial Group (ind, Star & Edison) M. Wilson President / CEO AlA : '..'. '.' .'. J, Hurd SVP, Hurnan Resources & Cornrnunications . c•• '.' .'. '.' ' • • '. '.' .'. J'.' . To Russo EVP, Lega!, Compliance. Regulatory Affairs, L-':;o't/srnrnent Affairs l~ Genera! Counsel C. PreHo SVP, Comrnunieations Con/roUer R Gender Treasurer T, Watson \/P, Investor Relations and Rating Agency" Reiations {~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Recent additions to senior management team, A!GFP AIG Proprietary Commercia! and Financiai !nforrnation: FOiA Confidential Treatment F?equested. 8of44 5 Strengthened anagement Team (continued) " Robert Benmosche, President and CEO ~ CEO of Met Life from 1998 ~ 2006 ~ Led transition of MetLife from a mutuai to a public company in 2000 ~ Has served as member of Board of Directors of Credit Suisse Group since 2002 " Peter Hancock, Executive Vice President of Finance, Risk and investments ~ Former CFO of J.P. Morgan as wei! as former head of its fixed income division ~ Established Giobal Derivatives Group at J.P. Morgan ~ Earned Risk Magazine's Lifetime Achievement award in 2006 " Thomas Russo, Executive Vice President of Legal, Compliance, Regulatory Affairs. Government Affairs and General Counsel ~ tiO-year ~ Senior ~ Vice ~ ~,,1ichael ~ career as a lawyer, regulator, author and academic Counsel at Patton 80ggs LLP Chairman of Leilman Brothers Inc. and Ciliet Legal Officer of Lehman 8rothers Holdings until December 2008 Cm'Jan, Senior Vice President and Chief Administrative Officer Merriil Lynch from 1986 - 2009, with roles including: Senior Vice President, Giobal Corporate Services; CFO and member of tile Executive ivianagement Committee for the Global Private Client business; Cilief Administrative Officer EMEA AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 90f44 6 arid's Premier Insurance :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::llllill:::111111111::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: r~ ;.;.;.;.Iffffffffffffffffffff ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ID&Jf;1rW!fmHg.m~:¢:.;.~ I~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ .:{i:i!§:::. CHARTiS ~ rganizatian Survhnerica :::::··:·.·.:.:.:.:.·.·:··.,;iFb~UH."hd ~ Worid's iargest commercia! insurance otganization - #1 U,S, property and casualty insurer in the U.S, 'Nith approximately $27 biilion oj statutory surplus Gnmp Leading position and scale player in the domestic life insurance and retirement savings markets - #4 life insurance organization in the U.S., with more than $22'1 billion of admitted assets (9/30/09) - 200,000 commercial customers worldwide ~ Long history, with underwriting experience tracing back 90 years ... Among the largest issuers of annuities and term life insurance in the U.s. ~ Extensive giobal reach - Leading provider of defined contribution plans in the education and f1ealthcare markets - Operations in over 80 countries .... 34 principai underwriting companies - Leader in both deveioped and emerging markets ~ Diversified platform, offering 500 products and services ~ Extensive, mu!ti-channel distribution netvlJork ~ Diversified product piatform, witi: innovative and coliaborative product development capabilities ~ GAAP Equity: $217 bn {9!30!09PF} ~ GAAP Equity: $47.1 bn (9/30!09PF) 1m] ~1!~S~~c~j!~~ ~ Major provider of life, rnedicai and annuit.y products to botr1 individuals and groups in Japan ~ Multi .. channei distribution netvvork in Japan, including captive agent, independent agent, corporate and bancassurance channels ~ GAAP Equity: $7.4 bn (9!30!09) AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 10 of 44 7 Strong, Diversified Revenue and Earnings Base Diversified Revenues {;tJ9rti.~_§.f.'_W..f_oL~m_fll.Q_lng_::U2()lo_;)__'?_S.'lZ,_\iJl.a SFG PDoe for 12m emjirlg lZ!31!D9E ~ $19,1 !m L:CyG:~ P:"ogr;:-l!Tt,_ Av!zti':'11 !;-"::;'liciuol vOI-iable E:~vi: Brcker~ge serv:c>::s & On;net1101 J_jl}i, PaVGU t. .4;~ ;~uj ij~s 4.8% Ma;;2gf:!0.£;;t / PrG~~ss:fJ::CiI t iabi:it'y Diversified Earnings 4.4% l13% 2010 Pm forma Adius,ed Operating income e1< RCGfL) (e:<ciw:iing Parent, fP & Other) ::: $8.8 bn <;1 (2) AIG remains one of the largest and most diversified insurance companies in the world$ with its core insurance companies expected to generate $8.8 billion in operating earnings this year Notes: (i) Ba.sed on AIG 2010 Budget, but sMwn pm forma for tile exclusion of AlA, ALlCO, AGF, AI Credit, Consumer Finance, ILFC a.nd AIG Parent. (2) For purposes of presentation, the following businesses are excluded from tile pie chart due to negative eanlings expectations: FP, UGC, CEfO. AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 11 of 44 10 Restructuring Plan ~ Assumptions and Valuation i .7 - 2. Ox embedded vBJue {est $21 bn at E\/) !s vv'eii \J\f:thin range of peer va~uB.tiGns (~o\rver vBJuation than $35-40 bn 00 2Q1 I] None Chinese pure plays) Ba~tetj $15 bn on reGent NonE! r.~:gotiH1jons - !PC} 507~ for $20 on 2011 - 25% oftering for $10 bn 2012 - 25% oftering for $10 bn S0iect0d v!~h.w of $15 bn repr0,;()~t" 1.4:< 9!30/09 8\1 $6.9 bn Gast: GOn~;;d0rat:on at transactior. CIO~;0 :n 2H1 () $5.2 bn of cornn-l0n equ~tYl SU~~0Ct iO lockup (~~X_ f\>:)C~) $3.0 bn of mandatory convertibles, subject to iockup p€!er Rt)E regres~;h:)r. (tj:$(;ount to AFU\C mUi!ipi0 of 2.7'x BV 0X AOCi} P/BV in $35-45 Hn~~ V1:Ui Rq;r~;""rrt" 07)( ···1.0x 9/30!09 PF BV t)r. of .$47.1 t)~ Purct',lS0 UGC ($1.8 Retain blwirH~s" bl)$ineiS:S; b,1$0 C"$0 ,1$SUm0S rH) (jivi(jen(j$ ,md rea!!;:" divi(j(~n(js br.) $15·20 bn 0.1 ···0.9>< 9/30/09 8V 01 $22.9 bn {Et< . .c\OC~} NOr1€~ R0t<li~ .$2.1 bn S~g ned 8.cqu~s~t:on None Sf·:ouid close transaction in 1 H1 0 None PO$sibiiity of dividends beginning in 201 j frOfTl Star None under restructuri ng plan F-unding sOiutions $13.0··· $70 br: rv1ear.:ngfui agreen:€nt or.go~r.Q value to AiG Expecting $0.~1 bn of operating incofTle in 2010 (ex. RCG(LJ) Book Va!U0 of $7,4 bn as of fj!SOl09 Up to $!3.0 on Business can have significant vaiue once tunding sOlutions are achieVed - Secured financing (externa! and intemai) - Aircraft sales Deconsoiidating transaction Minim~,i Minim~,i Fund;ng ~;i)!ution$ CHn (t1;nj!n:z~: Poter.t:al v!3Jue r~:(3!;~:!3,t:on Gontributh:)rl by AiG tt:rough NO~~; !;n(j(~r Dei(~v~;raging re"tnxturing plml DeCOr;2;()iid~Hing ttlrougt' !~S,,()1 $~tles an(j securiti.w1ion2; trar;2mction $0 7 bn for UnC! C;Hj!n~t r\.f:gR~:. rrmnaQ0n10n! U:t:(t1!3,t~:ly r 0i~;,lS0(j .$'1.1) bn debt issuance Access to capitai markets wiii pwvide AIG with additionai tinanciai flexibility None Conversion oi Equity Units issue $ LO bn ot debt to public at the appropriate time AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 12 of 44 15 Execution Timeline Timeline of Key Restrycturing Eyents 1Q10 2Q10 3Q10 4Q10 1Qll 2Qll 3Qll 4Qll 1Q12 2Q12 3Q12 AlA IPO / Secondaries!!) ALiCO Sale AIGFP Unwind / Run-off Divestitures(2) Capital Markets Transactions CPFF Maturity (Including Nightingale) AGF Asset Sales / Securitizations ILFC Asset Sales / Securitizati ons 12/09 3/10 r':':':':':':':':':'~ iiiiiiii@ 9/10 5/10 •• • • Initial PubllcOffenngs IIIIII: Secondary Offerings 12/10 6/11 3/11 _ 9/11 l2!11 3!12 5/12 9/12 12/12 Deconsolidating Transaction ::,:. Quarterwith greater than $1 bn of debt maturities Sale of Business Signing r--Jotes· (1) T:rn~ng of AlA offerings are ~/e1 to bE: deterrn;ned. Dates StiO\lI..tr1 above are n:u~;!ra!~ve_ (2) Oiv0st~!Ures include Nan Shan; !nstitu!;ona; !-\~;S0t ~;lanagern0n1; S\l\fiss Uectitenstein certain UGC bus:ness0s, certain GFG businesses. (3) $1-8 bn tli3.S been funded H'lrough asset Si3.:0~; and intercOPlpany :oan repayrnents: rernainder repaid Hlmugh FRaN'! borrowing initially, until fwtriel a,;set monetizatiGns can be compiet0d. (4) To be repaid tilrough FRBNY borrowing ini1iaiiy, untii furttler asset rriOne!;zat:ons can be cornp:eted. (5) Repa:d !hrOUgtl securitiz(31ion~;, as~;et sa;es and cash on balance st:eet $2.9 ha~; been ra:sed to date (6) Repaid trlrougri secured f:nanc:ng~ aircraft sa;es; seGurit~zat:on~; and debt ~;yndica1ion. l AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 13 of 44 17 ~ American International Group, Inc. Debt and Capital (dollars in millions) Debt and Hybrid Callital Dec. 31, Dec. 31, 2009 2008 --" .j::>. o .j::>. .j::>. Financh.l debt: FRBNY Credit Facility AIG notes and bonds payable AIG loans and mortgage payablc AIG LH notes and bonds payable Liabilities COlUlcctcd to trust prefened stock AIG loans to financial services subsidiaries AIG Funding loans to financial sen'ices subsidiaries (g) Total Ollerating debt: AJG Funding commercial paper MIP matched notes and bonds payable Series AlGFP matched notes and bonds payable AIGFP borrowings (c) ILFC bon'owings AGF borrowings AlGCFG bOlTowings Other Subsidiaries BUITuwings of consolidated investments AIG loans to financial services subsidiaries AIG Funding loans to financial services subsidiaries (g) Totnl Hybrid - debt securities: Junior subordinated debt Hybrid - mandatorily convertible units: Junior subordinated debt attributable to equity units Total $ ATG callitalization: Total equity (±) $ Hybrid - debt securities Hybrid - mandatorily convertible units Total consolidated equity and bybrid capital Financial debt Total capital Ratios: Total equity I Total capital Hybrid - debt securities I Total capital Hybrid - mandatorily convertible units / Total capital Financial debt I Total capital $ 23.435 $ 10,419 438 798 1,339 (1,213) (3,505) 31,711 6,856 14,446 4,660 30,200 32,794 23,626 1.720 670 5,850 1,881 1,380 124,083 1,997 13,371 3.913 15,937 26,173 20,119 216 295 5,141 1,213 3,505 91,880 12,001 $ 40,431 11.756 416 798 1.415 (1,881) (1,380) 51,555 11,685 (e) 5,880 141,472 $ 5,880 (d)(e) 193,203 98,076 $ 12,001 5,880 115,957 31,711 60,805 11,685 (e) 5.880 (d)(e) 78,370 51.555 147,668 66.4% 8. I % 4.0% 21.5% $=====-= 1,,)o9~ Interest EXllense ~a) Three Months Ended Twelve Months Ended Dec. 31, 2009 Dec. 31, 2008 Dec. 31. 2009 Dec. 31, 2008 Inc. ~ $ (42.0)% (lIA) 6,226 129 $ 5.3 15 27 (5.4) (35.5) NM (38.5) . (b) --.: (b) 6,397 (70.9) (7.4) (16.0) (47.2) (20.2) (14.8) (87.4) (56.0) (12.1) (35.5) NM (26.0) 13 103 76 37 138 77 247 254 19 2 30 -(b) _,(b) 744 2.7 $ 7,450 86 12,285 61.3 % 2.7 48.0 (38.5) 13.7 % 46.8% 9.0% 4.5% 39.7% :a) blcludes $36Inillion, $180 million, $135 million, and $295 million of interest expense in the three-month periodS ended December 31. 2009 and 2008 and twelve,month periods ended December 31,2009 and 2008, respecti"ely, rep0l1ed in Other Income (loss) and Policy acquisition and other insurance expenses on the Consolidated Statement ofincome (Loss). :b) Amounts are eliminated in consolidation. :c) Borrowings are carried at filir value with fair value adjustments reported in Other income (loss) on the Consolidated Statement of blcome (Loss). Contractual interest payments amOlU1ted to $584.1 million and $2.1 billion for the twelve months ended December 31, 2009 and 2008, respectively. :d) The equity lmits consist of an ownership interest in AIG junior subordinated debentures and a stock purchase contract obligating the holder of an equity unit to purehase, and obligating AIG to sell, a variable number of shares of AlG comIllon stock on three dates in 2011, :e) The equity units and junior subordinated debentures receive hyb:id equity treatment from the major rating agencies under their current policies but are recorded as long-tenn borrowings on the consolidated balance sheet ~f) Includes umealized appreciation / depreciation ofinvcstments. :g) Net of AIG Funding Commercial Paper of$I.997 million. 8 1,557 1,238 287 42 177 -(b) -(b) 4,178 959 $ 256 15,504 11,395 632 18 59 113 -(b) -(b) 12,217 146 590 141 1,122 1,042 105 16 103 -(b) -(b) 3,218 217 $ 10,382 $ 517 5 59 108 -(b) -(b) 11,071 102 425 303 392 323 176 9 51 -(b) -(b) 1.203 309 (26.8)% $ 10,593 140 1 15 30 -(b) -(b) 10,779 693 $ 214 17,302 AlA Valuation Summary Public rnarkei cornparab;es Actuarial valuations i'vlarkel conditions tor publiC offerings Deterioration of busineSS performance Risks to Valuation: ~vl81ric $.\!JJ}m.~X'LQt'{~jJ!!H!9XE Vah.la1ion based on P/EV Va!uaiion based on 9/30/09 P/S ~~o.o Implied Valuation $30.0 $40.0 $20.0 (1) $50.0 $88.0 ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: 1 $34.3 ~a.9 (2: $5 ,0 $500 $40".0;3; 1:0.:' Ch~n~~$e [U 1 Cornparab:es(4) {)tt10r !-\~;ian Corr.oHrab!e~; Cornparab!es Price / Ernbeaaed VaJue. Reference Fiange 3.3x UJx Price tt7 Book: Reference Range .2.5x 1.8x 2, Ox 4,7x 3.6x uJ 25x ~:m:m:m:m:m:m:m::iimmimH~~i1~11i.m.i~::*i:\i!m.:mf.i.i~il!!m1m:m:m:m:m:m:m::: 9/30;'09 Tora.l Equity A:}\ PhiiAm Totill $13.1 0.8 $n~) $200 $ao.o Rationale for increase " High;)r embedded value " CornparablE: companies trading h:~;i~er; ,,35% this year • Higher rnultiples of cornparables; Chinese cornps increased frorn 2.f3x to above ~i.Ox EV • Additional feedback foom underwriters suggests higher valuation NOt'3S: (1:: t..V metric is estimate as ot -:2/3-:/09. (2) Boo~ Value metric is as ot 9/30/09 p'3r ,t\lG Comptro::er; see reGonci!!ation table prc-vided on this page. (3) $40.0 bn represents Ct,.;rret~t a.;:.:sigr.ed \/aiue. per A;G's Re.;:.:tr:"l'.:;!u!!ng Plar.. (4) Cornparc.!'J!& Gornpany inrorrnatiorl pfQvided by busines;:.: ur~iL Com parables ir.C:UC:8 Chir.a Life. CT!H, Pin~1 Arl, CP;C (,"Chinese Campara!.):;:.;:.:") along wit~1 AX.A. AP cU~(j Cat~lay "Ot~IS( Asian Comparal1iss." Marke~ data i=3 as of :'.~ovembe( 19, ~~009 and was provided :)y AiA n:anagemenL Con:petitor P/8 m01:tipie8 aJe based on :a,~e8t book VBlue as of -i -Itlg/Oge AIG Proprietary Commercia! and Financial Information: FO!A Confidential Treatment Requested. 15 of 44 17 Valuation Summary All Primary Valuation Met!lodes: Public mar~~et comparabiss -- 201 G BV used as reievant n1etr;c tor early 2011 Iro Actuarial va!uat:ons .fi!.~.~lQ __Y.!!h~!!1!QD.' Market conditions for PUbliC offerings Deter:oration of business performance Implied Valua,icn ----3j1-(T(1-----------------------$--T5~(1------------- ----------$-2-0~fj-----------------------$-2-5~fj------------------- Metnc §.\!!I1X!!.~.rY..QLY..~.tl:!.~Jj.9.t~.: Va!U8.t:on based on ;;i/~10/0;;i Sook Vfdue VaHJ8.t:on based on ;;i/~10/0;;i P/S {ex. AOeo based on 2(.110 P/B (ex. l\C}C!) Va::Jat~on based on Appra;sed Va!ue (ll 10.5 (2\ $' 4.7 IIIIIIIIIIIIII $' 11.8 (J\ $16.6 , $'1"1.5 :l,i,, , Va!uat:on ba:;ed on 201 G Book Value VaJ:Jat~on $: 4.4 $10.3 $2(L1 S;I$.sli!iI 12.1 $13.1 $16.S :~:~:~:~: :~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~ S2i3.? r.4j $;7.0"" AFLAC Averag~? Ave[;?lg~? Average Pricei' Book: of U.S" Europe, As/at?: Reference Range Price / Book excl. ACe! Average of non-AFLAC U.S. 2.7x 1.4x· tAx 2.f5x 1.0x Ufe Comparab!es(f;) us EUrOaE? !-\~;~,m 1.1.>: 1.3;,: 1.8x f\iA NA 1.7x 1. Ox . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .L::::::::::::::::::::::::::::::::::::::::::::::::::~~!.~~~~£~:~~~~:~:::::::::!:·:~~:::-::::::L~~:::l.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9180/09 Totai Equity 4Q09 ~ 4C)1 0 Earning~; 12/~11/1 0 Jot£?:! Equity IIIIIIIIIIIIIIIiiim@.,¥.@@it*.~~i~j~ti~~;1ttttttttttttttt~i~1 Low .t!lsJ.b ,-, fl.. 0 1.5 $11.8 Gi~;")$$ Va::)~~ $15,0 L>.:SS: !::rCO':·':fjs tram D/E S~V3.p: AuCO COmmon !t1t i2ttSt Vi.1!Ut: L'?,:!~} $~;O f~UlI $ttC $·~tO 0 :i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:ii~~@iNfj~:~~~iii~iii:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:! Low Gross Va:ue: ~d2.S ~ 817.5 Rationale for Increase • Stronger capitalization; AUCO 8V increased from $7.2 on to $'1 (U bn; SMR higl18r • Valuation continYlcci by financial advisors: mfin!)mcnt of actuarial anaiysis Notes: (1) AUCO Book \/a:u8 rr~e.!'!c is toto.: eq~:ty per A!G Comptrolier as Of 9/30/09. (2; ACe! is as (if 9/80/2009 per A!G Cornpt(Q!ier. (8; See recQ!'1;:iiiatio'1 of book Va.!U8 table on n~is page. (4) Mi:liman appr8. isa: as of 6i30!09. (5) $i 7.0 bn (Sp(888r~ts G01(ren~ va:u8 a.8signeci to .D..UCO per Restructuring Plan. (6) Comparables p,t:n::(;s(j l1Y a.r;visors at'e as Of -: 2/4/09 3J~(j ir.G:u('ie ,D..FLAC, Ar(lsriprise FinanGiai, Great-Vvest Ufeco, Lincoln Notion;]:. Man~J:ite, ~J:etLite. Prir:c:;)a! Financiai; PrucJent:al Financial, S~jn Ufe Financial, rorchmark Group, Unum Group, AEGO~"J N.V., Aiiianz SE, A:"3sicurazior:i Genemi: SpA, Aviva pic, AXA, ING Groep N\!, Prudentiai pic, Sony i:inanCia: Hoidings inc., r&D Holdings. inc. AIG Proprietary Commercia! and Financial Information: FO!A Confidential Treatment Requested. 16 of 44 18 ·. .· .·. ·.,ecut. · ,eu s···· "m· "j·v·····, "m·,ary ., . E . ,····x········,·, ............ . . • • :" •• " ." •• : ••• : •••" • : • •0 • • • • • • • • • " • •" •••" • ILFC is working aggressively to address near-term liquidity requirements: - The sale of up to six aircraft portfolios aggregating $9.2 billion book value - A secured term loan in the amount of$750 million - Credit facility amendment and extension of up to $2.5 billion of debt in the normal course. - Syndication of the existing $3.9 billion of intercompany debt - A Castle III securitization of approximately $1 billion - Secured debt to be issued for an amount estimated to be up to $3 billion • With an incremental funding requirement of $3.3 billion in 2010, the execution of even a portion of these transactions would be sufficient to meet ILFC's needs • Executing a combination of these transactions will raise liquidity beyond the $3.3 billion needed in 2010 which would position ILFC for eventual sale or IPO AIG Proprietary Commercial and Financial Information: FOIA Confidential Treatment Requested. 17 of 44 3 e. ·m·p.t·l··0·)in·s·· .•..•.... .•. S···S·U· ........•.•.....•..••.•.•.•.....•....••.. .••...•. A • Scenario 1 emphasizes asset sales over financing beginning in 2011 while scenario 2 utilizes more secured funding in the aggregate • We believe that these assumptions are conservative given the scale of asset sales and secured debt issuances currently under way • • • • • • • (1) (2) Portfolio sale signinjf in late Q 1 with proceeds of $2.0 bi110n • Transfers occur 60% in Q2, 30% in Q3 and 10% in Q4 Castle III expected to generate $1.0 billion of net proceeds • Transfers occur 40% in Q2, 50% in Q3 and 10% in Q4 2011 - $1.0 billion of proceeds 2012 - $1.5 billion of proceeds 2013 - $1.5 billion of proceeds 2014 - $250 million of proceeds • Opportunistic issuance of secured debt assumed • 2010 - $2.25 billion(l) • 2011- $1.5 billion • 2012 - $1.5 billion • 2013 - $3.75 billion(2) • • • • • • Portfolio sale signinjf in Q 1 with proceeds of $2.0 bi110n • Transfers occur 60% in Q2, 30% in Q3 and 10% in Q4 Castle III expected to generate $1.0 billion of net proceeds • Transfers occur 40% in Q2, 50% in Q3 and 10% in Q4 2011 - $500 million of proceeds 2012 - $1.0 billion of proceeds 2013 - $1. 0 billion of proceeds 2014 - $0 Opportunistic issuance of secured debt assumed • 2010 - $2.25 billion(l) • 2011 - $1.5 billion • 2012 - $3.0 billion • 2013 - $3.5 billion(2) For modeling purposes includes a secured notes offering of $1.5 billion which is assumed to occur in Q4 2010 with proceeds coming in Q4 2010 and Ql 2011. At the end of 20 13 the debt/equity ratio will be 1. Ox and 1.1 x, in Scenario 1and Scenario 2, respectively, and the use of unsecured debt, asset sales and/or Castle IV will extinguish the remaining funding requirement. AIG Proprietary Commercial and Financial Information: FOIA Confidential Treatment Requested. 18 of 44 13 Scenario 2 -.. . . Summary Financials Projected Balance Sheet ($ in millions) Assets Cash ,Ajrcraft NBV Deposits On Flight Equipment Purchmes Notes Receivable, Finance Leases and Other Assets other Financial Assets Tota I Assets Liabilities Debt, Net of Unamortized Discount Security Deposits and Rentals Received in Advance Deferred Tax Liability other Liabilities Total Liabilities Total Shareholders' Equity Total Liabilities & Shareholders Equity $ 2,386 43,220 569 961 180 $ 654 43,993 143 007 382 $ 1,415 38,768 139 833 376 $ 2,203 36,498 203 776 262 $ 2,157 34,185 262 720 362 $ 565 32,552 226 672 470 $1,470 31,859 153 645 431 $ 2,075 30,506 270 617 364 $ 1,728 29,993 389 601 326 $ 886 30,063 430 586 335 $ 47,316 $46,080 $41,531 $ 39,942 $ 37,686 $ 34,486 $ 34,558 $ 33,832 $33,038 $ 32,300 $ 32,477 1,828 4,478 908 $ 29,692 1,823 4,960 967 $ 24,531 1,645 4,831 765 $ 22,094 1,583 5,015 410 $ 19,095 1,516 5,000 356 $15,319 1,476 4,897 307 $14,660 1,482 4,988 303 $13,161 1,460 5,087 303 $11,354 1,477 5,319 304 $ 9,366 1,518 5,504 305 $ 39,690 $ 37,442 $ 31,771 $ 29,103 $ 25,967 $ 21,999 $ 21,433 $ 20,012 $18,453 $ 16,693 $ 7,625 $ 8,638 $ 9,760 $ 10,839 $11,720 $12,487 $13,126 $ 13,820 $ 14,584 $ 15,607 $ 47,316 $ 46,080 $41,531 $ 39,942 $ 37,686 $ 34,486 $ 34,558 $ 33,832 $ 33,038 $ 32,300 $ 4,943 47 98 $ 5,240 (8) 59 $ 5,150 (529) 73 $ 4,787 (125) 71 $ 4,487 (111) 74 $ 4,273 (53) 75 $ 5,089 $ 5,291 $ 4,694 $ 4,734 $ 4,450 $ 4,294 50 $ 4,325 $ (1,617) (1,865) (265) (248) $ (1 ,306) (1,977) (311) (226) $ (1,207) (1,978) (321) (228) $ (1,196) (1,893) (303) (215) $ (1,238) (1,841) (288) (215) $ (1,344) (1,807) (279) (199) $ (3,994) $ (3,820) $ (3,734) $ (3,606) $ (3,583) $ (3,629) $ 960 350) $ 1,128 (412) $ 867 (317) $ 666 (243) $ 731 (267 $609 $ 716 $ 551 $ 423 $ 464 Projected Income Statement ($ in millions) Rental of flight eqUipment Flight equipment marketing oth er reven ue Total revenue Interest expense Depreciation Provision for overhau Is other operating expenses Total operating expenses Pre-tax income Provision for income taxes Net income $1,095 (392) $ 703 $ 946 $ 4,277 (2) $4,313 (2) 73 $4,391 (5) 72 $ 4,521 (9) 91 $ 4,385 $ 4,459 $ 4,604 $ (1,273) (1,836) (283) (202) $ (1,230) (1,863) (200) (205) $ (1,065) (1,888) (299) (208) $ (960) (1,910) (312) (212) $ (3,593) $ (3,589) $ (3,461) $ (3,394) $1,210 442) $ 506 $633 $ 768 AIG Proprietary Commercial and Financial Information: FOIA Confidential Treatment Requested. 19 of 44 21 F " vervlew AGF~s ~t business p~an emphasizes positive cash now generaUon and UquidUy whUe seeks new sources of ~ong~term Hnancing .. " AGF is managing lending activities to optimize franchise maintenance and liquidity preservation Right-sizing Operations - Significantly reduced lending volume and allowing only branch operations to lend ~~ focusing on non~real estate loans - GeneratinfJ $200 mm of originations per month, down from $600 mm prior to the financial crisis Emphasizing non real-estate loans; significantly reduced Retail Sales Finance relationships in 2Q09 Eliminated 1,200 positions and closedi 70 brand: offices in 2009 --_. current branch count is down almost 400 from YEO? " " Liquidity from Operations increased operating cash flow through reduced lending - SifJnificant operating expense reductions due to companywide efforts and rightsizing of overa!! operations and their centralized support units Liquidity from portfolio sales and securitizations - AGF is proceeding with a program to securitize non-core centralized real estate loans and certain branch real estate ioans In 2009, AGF raised $2_9 bn through loan sales and securitizations - Largest transaction was a securitization that raised $967 mm in July 2009 Securitization to raise $740 mm is expected to close by the end of February 2010 --- Current plans call for 3 additional securitization transactions to take place at intervals throughout the first half of 2010, with the potential to complete additional transactions in the second half of 2010 - AGF is conternplating a single transaction involving ali remaining centraiized assets in place of the 3 planned follow-on securitizations AGF continues to work towards a long-term funding solution witi, various counterparties Wells Fargo: secured term loans, warehouse lines, non-Teal estate funding structures 8anl\ of America: secured term loans, ASS financing, non-real estate funding structure 9 AIG has recently retained Bank of America! Merrill lynch to pursue strategic alternatives and expects to complete a deconsolidating transaction in 4Q10 11 Q11 AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 20 of 44 20 Details of Asset Sales and Securitizations to Date ,., Fannie Mae Feb 12, 2009 $930 G~ ..)1.,.) $905 Centralized Portfolio MorfJan Keegan Feb 18, 2009 $32 97.4 $31 Centralized Portfolio Fannie fv1ae June 11, 2009 $485 95.9 $465 Centralized Portfolio Bea! Bank Sept 18 2009 $346 90.48 $314 Centralized Portfolio Fannie Mae Dec 11,2009 $150 101.2 $151 Centralized Portfolio Wells Fargo Dec 18, 2009 $63 95.0 $60 Branch Portfolio $967 Centralized Portfolio 5 wmwmmWM Pennytviac July 31 , 2009 $1,968 49.0 $2,893 AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 21 of 44 22 Additional Securitizations Currently Being Pursued ~ $900-$1,100 ~ ~ $1,350 - $1 ,500 !2 ~ $2,250 ~ $800 - $', ,000 ~ 55t}·~ ~ 70t}·~ ~ $800 - $1,000 ~ 55~/~ Branch Total ~ Grand Total ~ ~ ~ RBS-1: Rated Transaction (CentraHzed RE assets) RBS-2: Rated Transaction (Centraiized RE assets) ~ Rating agencies reviewing for bond size and structure ~ Diiigence being finalized ~ (v1arketinrJ to investors ~ MLPA and PSA drafting ~ Pmjected mid 1010 ciose ~ Foilow on rated securitization ~ Portfolio dlaracteristics similar to RBS-1 ~ Projected 2Q1 0 dose Centralized Total ~ ~ DB-1: Rated Transaction (Branch assets) 08-2: Rated or Unrated Transaction (Branch assets) ~ Term Sheet being drafted ~ Tape to rating agencies week of 2/8 ~ Due Di!igence begins week of 2/8 ~ Pmjected iate1 01 0 close ~ Foilow on transaction ~ Portfolio characteristics sirnilar to D8-1 (possibiiity may need to include RE LOC accounts) ~ PmJected 2010 ciose ~ $740 ~ $1,054 ~ $1,794 ~ $562 ~ $562 $1,600 - $2,000 ~ $1,124 $3,850 - $4,600 ~ $2,918 ~ 70% -78% 70':/~ - 78':/~ $2,600 - 70~/~ AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 22 of 44 23 eeting 2010 Capital Needs l8! 2fJ1fJ Capital Needs - AGF plans to meet remaining bank and bond payments for 2010 through a combination of its cash on hand, a series of securitization transactions and continued managed lending activities to balance franchise maintenance and liquidity preservation ($.. MiiliQOS) March - JU!V I AUQust - December Total Bank P&! $4,639 $0 $4,639 Bond P&! 1.627 806 2432 $6,266 $806 $7,071 T ota! Cash Need ..................................................................................................................... .. ::.k,.. ......... . ...................................................................... Rec. Reduction (Growth) 1,097 905 2,001 Ai! Other Cash Flow (191 ) 15 (176) ° ° ° ° 740 RSS -1 740 08 -1 563 RBS-2 1,055 08-2 563 Total Cash Provided $6,940 $1,594 563 1,055 563 $7,859 AIG Proprietary Commercia! and Financiai !nforrnation: rOtA Confidential Treatment F?equested. 23 of 44 24 Hiahlv Confidential 2009 FP Unwind Update • Significant progress made in reducing portfolio size, with 54% of trades removed in 2009 • Portfolio complexity has been greatly reduced - Counterparties reduced by -39% - Long dated trades (>50 years) reduced by 91% from 67 to 6 NonCredit 0.94 • Total derivative notional is now less than $1 Trillion • 49% of 'Non-credit' derivatives terminated or reduced • 39% of credit notional terminated or reduced - 35% reduction in Reg Cap ($234 B to $151 B) - 55% reduction in Corp Arb ($51 B to $22 B) - 40% reduction in Other Credit ($20 B to $12 B • Portfolio has been significantly de-risked, with overall hedging volatility reduced by 75% - Interest Rates - down 72% - Commodities - down 96% - Foreign Exchange - down 86% • Headcount reduction of 37% is in line with ongoing unwind of portfolio and operations • FP closed two locations, Tokyo and Hong Kong in Q3 2009 • London to be closed by end of 2010 * Due to FAS 161, FP is changing its methodology for computing notional, leading to a slight increase of previously reported values; Sept and Dec FAS 161 notionals are estimates ** Unadjusted for FAS 161 *** The Gross Vega is calculated as the sum of all the individual positions' absolute vegas as if each position is not hedged. Although FP's books are almost completely hedged on a net Vega basis, the Gross Vega measure will help monitor how well the volatility risk is being eliminated. The interest rate option vega denotes the change in value due to a 0.1 % increase in normal volatility. For other derivatives (i.e., Equity, Commodity and FX option), vega denotes the change in value due to a 1% increase in lognormal volatility. 24 of 44 3 Hiahlv Confidential FP results of operations Operating income (USD millions) 1,349 370 68 -255 -1,118 I I -128 I -945 -6,284 -8,073 -8,927 -10,740 -17,187 Q107 Q207 Q307 Q407 Q108 Q208 Q308 Q408 Q109 Q209 Q309 Est. Q409 5 Source: AIG FP 25 of 44 Hiahlv Confidential Risk: summary Dynamic risk measures Directional risk measures Fund derivatives - FoMF Corporate Arbitrage CDS Regulatory Capital CDS Credit Book Other Muni Swaps Pension BROs BOll BROs GICs Lease Transactions Repos & Reverse Repos 1 Exposure 151.07 234.40 (83.33) -36% Exposure 13.79 20.00 (6.21) -31% Notional 1.50 2.00 (0.50) -25% Notional 28.04 32.70 (4.66) -14% Notional 4.21 4.10 0.11 Notional 2.17 3.30 (1.13) -34% Notional 4.52 5.90 (1.38) -23% Notional 8.23 4.40 3.83 87% Notional 30.78 37.82 -19% Notional 0.05 0.80 -93% 6.70 -100% 3% Issued Securities Portfolio Energy / Infrastructure PROs Notional Prime brokerage / Strategic Investments Does not include overnight repos Source: Box report, CDS disclosure report, AIG FP Daily Risk Monitoring Report, FP liabilities report, Risk Analyzer 26 of 44 NA 6 Hiahlv Confidential l. .~.~.~.:.: ~.~: .:.:~:.:. ~. . . . . . . . . . . . . . .' Overview of credit books ? ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Numl )er of . ~ type Notional S Billions Latest exp eXD call date 35 152 10/29/2015 20 22 11/05/2017 111 14 07/14/2102 positions* Corporate Arbitrage H i6 :, Other 188 188 .................................................................. .................................................................................................................................................................................................. . Expected notional maturity/call schedule as of June 30, 2009** :~:t f::j; ~ lli ~j (::i (:l 's;, 306 118 L===-,---------I. . . . . . . . . . .-34 . . . . . . . . . . . . . . . . . . . . . .1 Change in 2009 Reg Cap I] I] Corp Arb Other Credit -144 188 Jan 1 2009 D Balance as of Dec 31 01 2010*** * Number of distinct Javah IDs ** Does not include trade amortization or future FX movements *** Includes Danske trades which potentially may not be called as per Danske's notice 27 of 44 After 01 2010 -10 After 2015 7 Moody's Insurance Company Investment Reporting Entity: Reporting Date: Reporting Basis (GAAP, SAP, IFRS): Portfolio Summary (USD Millions) Cash and short term US Government & agencies Foreign Governments Municipals Agency MBS Non-agency RMBS - Prime Non-agency RMBS - Alt-A Non-agency RMBS - Subprime Non-agency RMBS - Other Non-agency CMBS - Interest only Non-agency CMBS - Olher Other traditional ABS (cards, autos, etc.) Other structured (COOs, CDOA2, etc.) Investment-grade corporates Non-investment-grade corporates Redeemable preferred stock Total fixed maturities Surve~ AIGFP 12/31/2009 GAAP Book Value (Amortized Cost) Market Value 6,292 247 366 665 1,999 6 136 2,220 609 5,381 1,139 203 19,262 Commercial mortgage loans (CML) Other mortgage loans Real estate investments Total mortgage loans & real estate Factor 0.00% 0.00% 0.25% 0.25% 0.00% CUSIP CUSIP 0.25% 0.25% 0.25% 5.00% 0.50% Commercial mortgage loans Other mortgage loans Real estate investments Total mortgage/real eslate 2.90% 0.25% 5.00% Non redeemable preferred Equities Limited partnerships Alternatives Total equities/alternatives Non-redeemable preferred stock Equities Limited partnerships Alternatives Total equities & alternatives Derivatives All Other Total pre-tax loss Total after-tax loss % of total invested assets % of shareholders' equity Derivatives All other Total cash & investments Capital Base Common equity (GAAP, IFRS) Total equity (GAAP, IFRS) AOCI (GAAP, IFRS) Policyholders' surplus (SAP) Base Losses Cash and short term US Government & agencies Foreign Governments Municipals Agency MBS RMBS CMBS ABS Other structured I-G Corporates B-I-G corporates Redeemable preferred stock Total fixed maturities 19,262 (34,896) 28 of 44 5 0 2 185 3 10 206 1.00% 0.00% 10.00% 0.00% 0.00% 5.00% 206 134 1% Stress Losses Cash and short term US Government & agencies Foreign Governments Municipals Agency MBS RMBS CMBS ABS Other structured I-G Corporales B-I-G corporales Redeemable preferred stock Total fixed maturities Factor 0.00% 0.00% 1.50% 1.50% 0.00% CUSIP CUSIP 1.50% 1.50% 1.50% 10.00% 2.50% Commercial mortgage loans Other mortgage loans Real estate investments Tolal mortgage/real estate 9.70% 1.00% 20.00% Non redeemable preferred Equities Limited partnerships Alternatives Total equities/alternatives 5.00% 25.00% 25.00% 25.00% Derivatives All Other 10.00% 10.00% Total pre-tax loss Total after-tax loss % of total invested assets % of shareholders' equity 4 5 16 228 9 185 17 20 485 485 412 2% Moody's Insurance Company Investment Survey Reporting Entity: Reporting Date: Reporting Basis (GAAP, SAP, IFRS): Portfolio Summary (USD Millions) Cash and short term US Government & agencies Foreign Governments Municipals Agency MBS Non-agency RMBS - Prime Non-agency RMBS - Alt-A Non-agency RMBS - Subprime Non-agency RMBS - Other Non-agency CMBS - Interest only Non-agency CMBS - Other Other traditional ABS (cards, autos, etc.) Other structured (CDOs, CDO A 2, etc.) Investment-grade corporates Non-investment-grade corporates Redeemable preferred stock Total fixed maturities Commercial mortgage loans (CML)* Other mortgage loans - Bank Loans Real estate investments Total mortgage loans & real estate AIGMIP 12.31.2009 GAAP Book Value (Amortized Cost) 739 Market Value 739 36 2,504 914 73 322 38 2,172 710 63 166 341 143 716 846 223 247 106 525 849 236 6,857 5,851 1,115 1,390 1,064 1,320 2,505 2,384 Non-redeemable preferred stock Equities Limited partnerships Alternatives Total equities & alternatives Derivatives All other Alternatives" Total cash & investments Capital Base Common equity (GAAP, IFRS) Total equity (GAAP, IFRS) AOCI (GAAP, IFRS) Policyholders' surplus (SAP) Base Losses Cash and short term US Government & agencies Foreign Governments Municipals Agency MBS RMBS CMBS ABS Other structured I-G Corporates B-I-G corporates Redeemable preferred stock Total fixed maturities Factor 0.00% 0.00% 0.25% 0.25% 0.00% CUSIP CUSIP 0.25% 0.25% 0.25% 5.00% 0.50% Commercial mortgage loans Other mortgage loans Real estate investments Total mortgage/real estate Model 0.25% 5.00% Non redeemable preferred Equities Limited partnerships Alternatives Total equities/alternatives 765 14 o 1 2 12 794 1 3 4 1.00% 0.00% 10.00% 0.00% Factor Stress Losses Cash and short term 0.00% US Government & agencies 0.00% Foreign Governments 1.50% Municipals 1.50% Agency MBS 0.00% RMBS CUSIP CMBS CUSIP ABS 1.50% 1.50% Other structured I-G Corporates 1.50% B-I-G corporates 10.00% Redeemable preferred stock 2.50% Total fixed maturities Commercial mortgage loans Other mortgage loans Real estate investments Total mortgage/real estate Model 1.00% 20.00% Non redeemable preferred Equities Limited partnerships Alternatives Total equities/alternatives 5.00% 25.00% 25.00% 25.00% Derivatives All Other 10.00% 10.00% 2,054 169 2 8 13 24 2,269 148 13 161 2 Derivatives All Other 0.00% 5.00% 53 2 534 534 943 10,840 937 9,708 Total pre-tax loss Total after-tax loss % of total invested assets % of shareholders' equity (2,884) (653) • Book Value (Amortized Cost) Less the Valuation Allowance equals Market Value of Commercial Mortgage Loans . •• Being transferred in Q1 2010 29 of 44 798 519 5% #DIV/O! Total pre-tax loss Total after-tax loss % of total invested assets % of shareholders' equity 2,484 2,111 22% #DIV/O! Extensive Government Support for AIG/Chartis The attached sheet from AIG's Financial Supplement summarizes the financial support provided to AIG by the US government through September 3D, 2009, as well as additional available amounts under committed facilities. Other indications of support are noted below. Supportive statements in SEC filings: AIG's 2009 lO-K will include the following expression of support, consistent with the language in prior filings: "As first stated by the U.S. Treasury and the Federal Reserve in connection with the announcement of the AIG Restructuring Plan on March 2, 2009, the U.S. Government remains committed to continuing to work with AIG to maintain its ability to meet its obligations as they come due." Focus on credit ratings: Fed and Treasury representatives have repeatedly assured us that they plan to keep the government support in place, specifically the TARP funding, until AIG can achieve a senior debt rating in the A range or better without the need for such support. We believe that the government has the ability (through structures already in place), the willingness (through highly supportive actions/comments to date) and the economic incentive to deliver this result. From a credit perspective, the economic incentive may be the most compelling. We believe, and our Fed/Treasury contacts confirm, that the best way for the Treasury to recoup a substantial portion of its TARP investment is to convert it to common stock and sell it in the market. Such a sale will only be effective if/when AIG's core insurance businesses are performing well and its non-core businesses are divested or well contained. Responsive to credit concerns: The government intervention at AIG has been designed first to avoid systemic risk, and thereafter to support AIG's policyholders and creditors, so as to stabilize the markets and ultimately recover as much as possible of the TARP investment. With each major step of the restructuring, AIG and Fed/Treasury officials have been keenly interested in rating implications and have consistently followed a creditor-friendly path. GAO sees ratings as critical indicator: The Government Accountability Office (GAO) is the audit, evaluation and investigative arm of Congress, charged with examining the use of public funds under various federal programs and policies, including TARP. In September 2009, the GAO published a detailed report on the AIG rescue and the ongoing government efforts to support the company. The report contains numerous references to credit ratings as a critical business factor for AIG, citing comments to this effect by senior representatives of the company, Fed and Treasury. One appendix to the report lists nearly 20 indicators that the GAO will monitor to gauge the success of the rescue effort. The first item on the list is credit ratings. 30 of 44 American International Group, Inc. U.S. Government Support As of December 31,2009 (in milliom) Original Amouut of Assistance Authorized Debt Equity Description of SUJlPo_rt__ Fedenll Reserve Bank of New York $35,000 (a) FRBNY Revolving Credit Facility: Balance Outstandin~ Dec. 31, Sept. 30, Inc. 2009 2009 (Dec.) $17,900 $35,800 ($17,900) 5,535 5,209 326 Remaining Available Balance Dec. 31, 2009 $17,100 FRBNY created this facility to enhance tIle liquidity of AIG and its subsidiaries. In consideration for the facility, Series C preferred stock was issued at a purchase price of$O.5 million to a trust for the sole benefit of the Treasury. The Series C preferred stock, when aggregated with any other securities convertible into or exchangeable for the common stock of ArG owned by the Treasury and any common stock of ArG directly owned by the Treasury, represents approximately 79.8 percent of each of (i) the voting power of AIG's shareholders entitled to vote on any particular matter and (ii) the aggregate dividend rights ofthe outstanding shares of AIG common stock and the Series C preferred stock. (a) FRBNY Facility Interest and Fees: Accrued compounding interest and fees owed by AIG paid with additional borrowings (paid in kind) J'referred IntHests in AlA and ALICa held bv FRBNY On December I, 2009 AIG and the FRBNY completed two transactions pursuant to which AIG transferred to the FRBNY preferred equity interests in newly-formed special purpose vehicles (SPYs) in exchange for a $25 billion reduction of the balance outstanding and the maximum credit available under the FRBNY Credit Facility. The FRBNY holds a preferred intere~t in ALA Aurora LLC for $16 billion and a preferred interest in ALICO Holdings LLC for $9 billion. Maiden Lane II Loan: 0) 24,540 24,540 22.500 16.004 16,801 (797) 30,000 18,499 19,855 (1,356) 40,000 41,605 41,605 29,835 5,179 3,041 FRBNY created this SPY to provide AIG liquidity by purchasing residential mortgage-backed securities from AIG life insurance companies. FRBNY provided a loan to the Spy for the purchases. It also terminated a previously established securities lending ;:>rogram with AIG. The actual amount funded was $19,494. ....>. o .j::>. .j::>. Maiden Lane III Loan: FRBNY created this SPY to provide AIG liquidity by purchasing CD Os from AIG Financial Products' counterparties in connection with the termination of credit default swaps. FRBNY again provided a loan to the SPY for the purchases. The actual amOlmt funded was $24,339. U.S. Dept. of the Treasury Series DIE Shares: Treasury purchased Series D cumulative ;:>referred stock from AIG. AIG used the proceeds to pay down the FRBNY Revolving Credit Facility. These shares were later exchanged for Series E noncumulative preferred shares. Unpaid dividends on the series D shares were added to the Liquidiation preference Series E shares. Series F Shares: (b) 2,138 24,656 $6,951 (2,153) $9,104 $41,756 Through the purchase of AIG's Series F noncumulative preferred shares, Treasury originally committed to provide to AIG up to $29.835 billion, subject to certain conditions. The liquidation preference of each share of the Series F preferred stock increases by the pro rata amount of any drawdown on the commitment. $87,500 Total authorized and outstanding assistance (e) Less: Maiden Lane II and Maiden Lane lIT loans Amounts reflected on AJG's consolidated balance sheet $69,835 $129,262 (34,503) $94,759 $122,311 (36,656) $85,655 * Refer to page 10 for discussion of capital structure and ranking of obligations. (a) The facility was initially $85 billion, but was reduced to $60 billion in November 2008 and reduced by an additional $25 billion on December 1,2009 to $35 billion, as a result of the completion of the AlA and ALIca Spy transactions. (b) Balance outstanding at December 31, 2009, includes Series F drawdown of $5,344 million and Series F commitment fee of(165) million. (c) Does not include AIG's pmticipation in the Federal Reserve's Commercial Paper Funding Facility. 9 o ~ Some segments were reclassified in 4Q 2009. This worksheet does not restate prior periods. AIG Segment Results ($ Millions) General Insurance (Chartis) AIGCI Net premiums written Net premiums earned Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) Estimates 4Q 2009 3 mos 302009 3 mos 202009 3 mos 102009 3 mos 402008 3 mos 302008 3 mos 202008 3 mos 102008 4.219 4.796 -1.292 -104 -1.396 5.002 4.807 583 -1 582 4.968 4.948 654 -71 583 4.184 5.227 279 -503 -224 4.410 5.316 -1.644 -1.542 -3.186 5.630 5.762 -1.053 -1.052 6.079 5.924 951 -535 416 5.124 5.410 943 -164 779 2.711 3.234 -461 256 -205 3.074 3.132 139 93 232 2.954 3.076 362 26 388 3.552 3.054 452 -105 347 2.678 3.347 22 -727 -705 3.647 3.532 104 -313 -209 3.726 3.740 754 42 796 4.339 3.468 818 -82 736 6,930 8,030 -1,753 152 -1,601 8,076 7,939 722 92 814 7,922 8,024 1,016 -45 971 7,736 8,281 731 -608 123 7,088 8,663 -1,622 -2,269 -3,891 9,277 9,294 105 -1,366 -1,261 9,805 9,664 1,705 -493 1,212 9,463 8,878 1,761 -246 1,515 1.398 1.012 400 -329 71 1.470 1.059 345 202 547 1.550 1.089 169 -477 -308 1.937 1.343 61 -4.513 -4.452 2.297 1.574 480 -4.391 -3.911 2.064 1.352 371 -1.376 -1.005 2.123 1.587 418 -1.288 -870 2.849 218 677 -621 56 2.437 223 -77 -25 -102 3.365 213 -309 -1.590 -1.899 3.137 273 -666 -7.415 -8.081 4.441 281 -430 -8.495 -8.925 4.909 290 556 -2.725 -2.169 5.425 284 663 -2.359 -1.696 4.257 1.230 1.077 -950 127 3.889 1.282 268 177 445 5.030 1.395 -128 -2.079 -2.207 5.085 1.616 -605 -11.928 -12.533 6.915 1.995 50 -12.886 -12.836 7.274 1.894 927 -4.101 -3.174 7.561 1.871 1.081 -3.647 -2.566 3.319 468 307 775 3.478 399 868 1.267 3.701 486 -230 256 4.648 3.958 718 -3.397 -2.679 5.070 3.695 417 -1.836 -1.419 5.828 3.795 676 -480 196 6.082 3.958 631 -379 252 3.303 668 -289 379 3.359 854 -760 94 3.239 877 -799 78 5.514 3.340 629 -3.302 -2.673 10.304 3.490 545 -1.619 -1.074 12.551 3.754 1.006 -429 577 12.450 3.353 826 -343 483 8.722 6.201 1.054 291 1.345 9.433 6.622 1.136 18 1.154 9.066 6.837 1.253 108 1.361 9.507 6.940 1.363 -1.029 334 10.162 7.422 1.347 -6.699 -5.352 15.375 7.359 962 -3.455 -2.493 17.928 7.691 1.682 -909 773 18.071 7.447 1.457 -722 735 14,088 7,480 2,088 -73 2,015 13,690 7,852 2,213 -932 1,281 12,955 8,119 1,521 285 1,806 14,537 8,335 1,235 -3,108 -1,873 15,247 9,038 742 -18,627 -17,885 22,290 9,354 1,012 -16,341 -15,329 25,202 9,585 2,609 -5,010 -2,401 25,632 9,318 2,538 -4,369 -1,831 Foreign General Net premiums written Net premiums earned Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) Total General Insurance Net premiums written Net premiums earned Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Life Insurance & Retirement Services Domestic Life Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) ° Domestic Retirement Services Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) Total DLRS Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) ° 5.366 1.279 1.034 -364 670 Asia Life Ins & Ret Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) Japan & Other Life Ins & Ret Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) Total Foreign Life Ins & Ret Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) Total Life Insurance & Retirement Services Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) ° ° 32 of 44 Some segments were reclassified in 4Q 2009, This worksheet does not restate prior periods, AIG Segment Results ($ Millions) Financial Services Op inc before net RCG(L) & NOOH Aircraft Leasing Capital Markets Consumer Finance Other, incl intercompany adjustments Total op inc (loss) before net RCG(L) & NOOH Non-qualifying derivative hedging (NOOH) Net RCG(L) Total operating income (loss) Asset Management Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) Total Segments Op inc (loss) before net RCG(L) & NOOH Non-qualifying derivative hedging (NQOH) Net RCG(l) Operating income (loss) Estimates 4Q 2009 3 mos 302009 3 mos 202009 3 mos 102009 3 mos 402008 3 mos 302008 3 mos 202008 3 mos 102008 344 80 -309 -23 92 335 -132 -270 -36 -103 4 10 -89 316 -1,123 -233 -50 -1,090 3 95 365 1,352 -139 -18 1,560 -3 -657 900 -34 -1,122 207 -17,167 -616 -16 -17,592 -20 -329 -17,941 306 -8,250 -434 31 -8,347 177 -33 -8,203 352 -6,244 -22 34 -5,880 -40 15 -5,905 272 -8,851 24 10 -8,545 -76 -151 -8,772 0 -1,066 -1,169 -2,235 -300 78 -222 -481 -152 -633 -705 -5,773 -6,478 -28 -1,116 -1,144 150 -464 -314 154 -1,405 -1,251 427 0 82 509 3,429 -3 -2,666 760 2,134 395 328 2,466 -3,902 -3,505 -19,177 -20 -26,998 -46,195 -7,258 177 -18,856 -25,937 -1,416 -40 -5,952 -7,408 -4,092 -76 -6,171 -10,339 -7,319 50 -842 -931 -394 1,411 -1,233 1,319 -3,365 893 -298 -93 -6,368 -12,236 -1,382 -4,121 3,378 -60,556 -2,559 -153 -233 697 -28,185 -1,060 -40 -159 -89 -8,756 -654 -292 -353 374 -11,264 Other income (loss) before net RCG(l) other net RCG(l) Consolidation & eliminations before net ReG(l) Consolidation & eliminations net ReG(l) Pretax income (loss) -7,602 -579 -759 -117 488 -207 Income tax expense (benefit) Net income (loss) 414 -8,016 -192 -15 -526 1,845 -1,235 -5,133 2,000 -62,556 -3,480 -24,705 -3,357 -5,399 -3,537 -7,727 Net income (loss) attrib to noncontrolling interests Net income (loss) attrib to AIG 994 -9,010 -470 455 23 1,822 -780 -4,353 -897 -61,659 -237 -24,468 -42 -5,357 78 -7,805 Net ReG(L) before tax (calc from above) Net RCG(l) after tax NQOH after tax Adjusted net income (loss) 132 -1,975 176 -7,211 -2,937 -1,798 344 1,909 -1,299 -859 676 2,005 -3,102 -2,631 -118 -1,604 -25,002 -21,552 -2,176 -37,931 -18,312 -15,056 -172 -9,240 -6,081 -4,019 -17 -1,321 -6,089 -3,963 -281 -3,561 33 of 44 Some segments were reclassified in 4Q 2009. This worksheet does not restate prior periods. AIG Segment Results ($ Millions) General Insurance (Chartis) AIGCI Net premiums written 3 mos 402007 3 mos 302007 3 mos 202007 3 mos 102007 Estimates 12 mos 2009 2008 12 mos 2007 5.650 5.896 1.525 -11 1.514 5.986 5.916 1.871 -60 1.811 6.449 5.956 1.965 -81 1.884 5.971 5.939 1.820 76 1.896 18.373 19.778 224 -679 -455 21.243 22.412 251 -3.294 -3.043 24.056 23.707 7.181 -76 7.105 Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) 2.921 3.299 805 -51 754 3.270 3.112 631 -24 607 3.242 3.030 849 18 867 3.618 2.908 874 35 909 12.291 12.496 492 270 762 14.390 14.087 1.698 -1.080 618 13.051 12.349 3.159 -22 3.137 Total General Insurance Net premiums written Net premiums earned Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 8,571 9,195 2,330 -62 2,268 9,256 9,028 2,502 -84 2,418 9,691 8,986 2,814 -63 2,751 9,589 8,847 2,694 111 2,805 30,664 32,274 716 -409 307 35,633 36,499 1,949 -4,374 -2,425 37,107 36,056 10,340 -98 10,242 Life Insurance & Retirement Services Domestic Life Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) 1.988 1.444 348 -480 -132 2.162 1.495 356 -295 61 1.967 1.369 384 -16 368 1.988 1.528 357 -12 345 4.418 3.160 914 -604 310 8.421 5.856 1.330 -11.568 -10.238 8.105 5.836 1.445 -803 642 Domestic Retirement Services Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) 4.141 308 679 -784 -105 4.221 300 536 -334 202 4.643 298 879 -281 598 4.136 284 661 -9 652 8.651 654 291 -2.236 -1.945 17.912 1.128 123 -20.994 -20.871 17.141 1.190 2.755 -1.408 1.347 Total DLRS Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) 6.129 1.752 1.027 -1.264 -237 6.383 1.795 892 -629 263 6.610 1.667 1.263 -297 966 6.124 1.812 1.018 -21 997 18.542 5.186 2.251 -3.216 -965 26.835 7.376 1.453 -32.562 -31.109 25.246 7.026 4.200 -2.211 1.989 Asia Life Ins & Ret Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) 5.941 3.829 1.002 230 1.232 5.386 3.428 753 -47 706 5.563 3.370 731 113 844 5.708 3.587 560 -189 371 10.498 1.353 945 2.298 21.628 15.406 2.442 -6.092 -3.650 22.598 14.214 3.046 107 3.153 Japan & Other Life Ins & Ret Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) 12.713 3.151 629 -338 291 12.408 3.077 845 185 1.030 9.874 3.133 905 -95 810 9.542 3.026 959 -46 913 9.901 2.399 -1.848 551 40.819 13.937 3.006 -5.693 -2.687 44.537 12.387 3.338 -294 3.044 Total Foreign Life Ins & Ret Svcs Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) 18.654 6.980 1.631 -108 1.523 17.794 6.505 1.598 138 1.736 15.437 6.503 1.636 18 1.654 15.250 6.613 1.519 -235 1.284 36.728 20.399 3.752 -903 2.849 62.447 61.536 29.919 5.448 -11.785 -6.337 67.135 26.601 6.384 -187 6.197 Total Life Insurance & Retirement Services Premiums, deposits & other considerations Premiums & other considerations Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 24,783 8,732 2,658 -1,372 1,286 24,177 8,300 2,490 -491 1,999 22,047 8,170 2,899 -279 2,620 21,374 8,425 2,537 -256 2,281 55,270 25,585 6,003 -4,119 1,884 88,371 37,295 6,901 -44,347 -37,446 92,381 33,627 10,584 -2,398 8,186 Net premiums earned Operating income (loss) before net RCG(l) Net RCG(l) Operating income (loss) Foreign General Net premiums written Net premiums earned 34 of 44 Some segments were reclassified in 4Q 2009. This worksheet does not restate prior periods. AIG Segment Results ($ Millions) Financial Services Op inc before net RCG(L) & NOOH Aircraft Leasing Capital Markets Consumer Finance Other, incl intercompany adjustments Total op inc (loss) before net RCG(L) & NOOH Non-qualifying derivative hedging (NOOH) Net RCG(L) Total operating income (loss) 3 mos 402007 3 mos 302007 3 mos 202007 3 mos 102007 Estimates 12 mos 12 mos 2009 2008 2007 248 -10.493 -7 190 273 58 -9 512 -528 63 47 193 153 74 24 444 -85 -67 292 1.360 177 -951 -127 459 3 -678 -216 1.137 -10,246 396 -673 -10,523 269 -58 80 16 307 428 -66 669 -1.048 59 -40,364 41 -498 -40,821 900 -10.125 205 37 -8,983 211 -743 -9,515 Asset Management Operating income (loss) before net RCG(L) Net RCG(L) Operating income (loss) 458 -1,100 -642 353 -232 121 575 352 927 778 -20 758 -1,847 -1,243 -3,090 -429 -8,758 -9,187 2,164 -1,000 1,164 Total Segments Op inc (loss) before net RCG(L) & NOOH Non-qualifying derivative hedging (NQOH) Net RCG(l) Operating income (loss) -4,800 396 -3,207 -7,611 5,652 428 -873 5,207 6,800 -528 73 6,345 6,453 -85 -232 6,136 5,331 3 -6,449 -1,115 -31,943 41 -89,879 14,105 211 -4,239 10,077 Other income (loss) before net RCG(l) other net RCG(l) Consolidation & eliminations before net ReG(l) Consolidation & eliminations net ReG(l) Pretax income (loss) -620 -216 -139 150 -8,436 -422 -184 85 193 4,879 -257 22 341 -123 6,328 -140 -39 14 201 6,172 -12,194 -210 154 -838 -14,203 -16,509 -1,867 -4,866 4,360 -108,761 -1,439 -417 301 421 8,943 Income tax expense (benefit) Net income (loss) -3,413 -5,023 1,463 3,416 1,679 4,649 1,726 4,446 -1,539 -12,664 -8,374 -100,387 1,455 7,488 Net income (loss) attrib to noncontrolling interests Net income (loss) attrib to AIG 269 -5,292 331 3,085 372 4,277 316 4,130 -233 -12,431 -1,098 -99,289 1,288 6,200 Net ReG(L) before tax (calc from above) Net RCG(l) after tax NQOH after tax Adjusted net income (loss) -3,273 -2,131 37 -3,198 -864 -600 196 3,489 -28 -17 -332 4,626 -70 -56 -205 4,391 -7,497 -7,263 1,078 -6,246 -55,484 -44,590 -2,646 -52,053 -4,235 -2,804 -304 9,308 35 of 44 '40/:;12 ''i';7/il77 American International Group, Inc. Consolidated Statement of Segment Operations (in millions, except per share data) Dec. 31, 2009 General insurance (I) Net premiums written Net premiums eamed Claims and claims adjustment expenses incurred Change in deferred acquisition costs Other undel\vriting expenses Undcrwriting loss Net investment income Operating income (loss) before net realized capital gains (losses) Net realized capital losses (2) Pre-tax income (loss) Domestic life insurance & retirement services (1) Premiums and other considerations Deposits and other considerations not included in revenues under GAAP Premiums, deposits and other considerations Net investment income Operating income (loss) before net realized capital gains (losses) Net realized capital losses (2) Pre-tax income (loss) Foreign life insurance & retirement services (1) Premiums and other considerations Deposits and other considerations not included in revenues under GAAP Premiums, deposits and odler considerations Net investment income Operating income before net realized capital gains (losses) Net realized capital gains (losses) (2) Pre-tax income (loss) Financial services (I) Operating income (loss), excluding non-qualifYing derivative hedging activities and net realized capital gains (losses) (3) (4) Non-qualiJYing derivative hedging activities (2) Net realized capital gains (losses) (2) Pre-tax income (loss) adler before net realized capitHI gains (losses) (I )(5) adler net realized capital gains (losses) (2) Consolidation and elimination adjustments (2) (6) Loss from continuing operations before income tax expense (benefit) Income tax expense (benefit) (7) Income (loss) from continuing operations Loss from discontinued operations, net of tax Net loss Less: Net loss from continuing operations attributable to noncontrolling interests: Noncontrolling nonvoting, callable, junior and senior preferred interests held by Federal Reserve Bank of New York adler Total loss from continuing operations attributable to noncontrolling interests Income (loss) from discontinued operations attributable to noncontrolling interests Total loss attributable to noncontrolling interests $ 6,930 $ 8,030 7,941 (295) 2,403 (2,609) 856 (1,753) 152 (1,601) Three Months Ended Dec. 31, Sept. 30, % Chg 2009 2008 7,088 8,663 6,736 (194) 3,530 (1,797) 117 (1,680) (2,269) (3,949) Twelve Months Ended Dec. 31, Dec. 31, 2009 2008 % Chg Sequential %) Chg (2.2)% $ (7.3) 17,9 NM (31.9) NM NM NM NM NM 8,076 7,939 5,996 74 2,429 (412) 1,134 722 (37) 685 (14.2)% LI 32.4 NM (L1) NM (24.5) NM NM NM $ 30.664 $ 32,274 25,367 (241) ~ (2,596) ~ 699 ~ __ 16_9 35,633 36,499 26,093 (35) 11,054 (683) 2,606 1,923 (4,374) (2,451) (13.9)% (11.6) (2,8) NM (16.2) NM 26.4 (63,7) NM NM 1,279 1,673 (23,6) 1,277 0,2 5,327 7,644 (30.3) 4,087 5,366 2,663 1,034 (364) 670 3,422 5,095 1,490 (835) (14.393) (15,228) 19A 3,169 4,446 2,739 1,207 (1,429) (222) 29,0 20.7 (2.8) (14.3) NM NM ~ 5.3 78.7 NM NM NM 19,146 26,790 9,134 1,464 (36,412) (34,948) (28.3) (28.8) 4.6 59.5 NM NM 6,201 6,332 (2.1) 5,527 12.2 22,774 24,710 (7.8) 2,071 8,272 2,659 1,054 291 1,345 2.453 8,785 (3,553) 1,218 (4,637) (3,419) (15.6) (5.8) NM (13.5) NM NM 2,485 8,012 3,394 1,068 (159) 909 (16.7) 3.2 (21.7) (1.3) NM 48.0 ~ 29,768 54,478 157 4,876 (8,208) (3,332) (7L1) (42.4) NM (6.5) NM NM 92 95 (7,319) 50 (842) (17,592) (20) (329) (17.941) (12,644) (4,690) (1,254) NM NM NM NM NM NM NM 1,560 (3) (129) 1,428 (2,658) (869) 371 (94.1) NM NM (93.3) NM NM NM (40,364) 41 (498) (40,821) (16,897) (6,775) (1,304) NM (92.7) NM NM NM NM NM (7,602) 414 (8,016) (994) (9,010) (59,125) 2,642 (61,767) (789) (62,556) NM NM NM l\'M NM (356) (407) 51 (66) (15) NM NM NM NM NM (106,528) (8,894) (97,634) (2,753) (100,387) NM NM NM NM NM 140 (294) (154) 17 (137) (781) (781) (116) (897) NM NM NM NM NM (471) (471) I (470) NM NM NM NM NM ~ ~ (944) (944) (154) (1,098) NM NM NM NM NM Net income (loss) attributable to AIG (8,873) (61,659) NM NM (10.949) (99.289) NM Loss attributable to AIG from discontinued operations. net of tax Loss on sale of dives!ed businesses, net of tax Net realized capital losses, net oflax Non-qualifYing derivative hedging activities, excluding net realized gains (losses), net of tax (2) Adjusted net income (loss) (8) (1,011) (326) (501) (673) (67) (773) (981) NM NM NM (566) (1,263) (5,215) (2,599) (20,312) NM NM l\'M (42,380) NM NM NM 176 (7,211) $ (2,176) (38,498) NM NM%$ 344 1,932 (2,646) (51.664) NM NM% (58.05) $ (7.46) (53.23) $ 135 (454.01) (4.98) (287.69) 135 NM NM NM 0.78 (0.50) 2.88 135 (86.30) (4.18) (46.40) 135 (737.12) (19.73) (395.28) 132 NM NM NM (5.4)% (6.4)% 2.4% (4.5)% (4.8)% (20.5)% 13.8% 14.3% 13.5% 8.3% 8.4% (5.4)% Income (loss) per common share attributable to AIG - diluted: Income (loss) from continuing operations Income (loss) from discontinued operations Adjusted net income (loss) (8) Weighted average shares outstanding - diluted Effective tax rates (9): Income (loss) before income tax and noncontrolling interest Net income (loss) attributable to AIG Adjusted net income (loss) (9) $ $ $ (See Accompanying Notes on Page 4) 3 36 of 44 $ $ 114.3% (113.8) (25.2)% 19,062 9,553 2,335 ~ ~ 31,388 11,502 4,560 ~ ~ 459 3 ___ 55_ _ _5_17_ (15.293) (476) ~ (13,648) ~ (11,770) ~ (12.313) 140 ~ (1,387) (48.8) ~ NM%$ (4.983)$ NM NM NM American International Group, Inc. Consolidated Balance Sheet (in millions) Assets: Investments Fixed maturity securities (1) Equity securities (2) Mortgage and other loans receivable, net of allowance Finance receivables, net ofallowance Flight equipment primarily under operating leases, net of accumulated depreciation Other invested assets Securities purchased under agreements to resell, at fair value Short-term investments Total investments Cash Accrued investment income Premiums and other receivables, net of allowance Reinsurance assets, net of allowance Current and deferred income taxes Deferred policy acquisition costs Real estate and otller fixed assets, net of accumulated depreciation Unrealized gain on swaps, options and forward transactions, at fair value Goodwill Other assets, including prepaid commitment asset Separate account assets, at fair value Assets of businesses held for sale Total assets Liabilities: Liability for unpaid claims and claims adjustment expense Unearned premiums Future policy benefits for life and accident and health insurance contracts Policyholder contract deposits Other policyholder funds Commissions, expenses and taxes payable Insurance balances payable Funds held by companies under reinsurance treaties Securities sold under agreements to repurchase, at fair value Securities and spot commodities sold but not yet purchased, at fair value Unrealized loss on swaps, options and forward transactions, at fair value Trust deposits and deposits due to banks and other depositors Other liabilities Commercial paper and otller short-tenn debt Federal Reserve Bank of New York Commercial Paper Funding Facility Federal Reserve Bank of New York Credit Facility OilIer long-term debt Securities lending payable Separate account liabilities Liabilities of businesses held for sale Total liabilities Commitments, contingencies and guarantees Redeemable noncontrolJing interests in partially owned consolidated subsidiaries AIG shareholders' equity: Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series C Preferred Stock, Series D Common stock Additional paid-in capital Payments advanced to purchase shares Unrealized appreciation (depreciation) offlXed maturity invesbnents on which olller-tllan-temporary credit impainnents were taken, net of tax Unrealized appreciation (depreciation) of all oUler invesUllents, net of tax Net derivative gains (losses) arising from Cash flow hedging activities, net of tax Foreil,~1 currency translation adjustments, net of tax Retirement plan liabilities adjustmen~ net of tax Accumulated deficit Treasury stock, at cost Total AIG shareholders' equity Noncontrolling interests Noncontrolling nonvoting, callable, junior and senior preferred interests held by Federal Reserve Bank of New York Other (including $2.2 billion associated willI businesses held for sale in 2009) Total noncontrolling interests Total equity Total liabilities and equity $ $ $ December 31, December 31, 2009 2008 396,982 17,840 27,461 20,327 44,091 45,235 2,154 47,075 601,165 4,400 5,152 16,549 22,425 4,108 40,814 4,142 9,130 6,195 18,976 58,150 56,379 847,585 $ 404,134 15,482 34,687 30,949 43,395 57,639 3,960 46,666 636,912 8,642 5,999 21,088 23,495 11,734 45,782 5,566 13,773 6,952 29,333 51,142 $ 860,418 85,386 21,363 116,001 220,128 13,252 4,950 4,393 774 3,505 1,030 5,403 1,385 22,503 89,258 25,735 142,334 226,700 13,240 5,436 3,668 2,133 5,262 2,693 6,238 4,498 23,273 613 15,105 40,431 137,054 2,879 51,142 4,739 23,435 113.298 256 58,150 48,599 748,550 797,692 959 1,921 41,605 5,179 23,000 $ 354 6,358 40,000 368 39,488 (1,810) 7,145 (128) 1,630 (1,144) (11,491) (874) 69,824 (599) (3,853) (191) (187) ( 1,498) (l2,368) (8,450) 52,710 24,540 3,712 28,252 98,076 847,585 8,095 8,095 60,805 860,418 $ (I) Includes invesUllents in Maiden Lane II and Maiden Lane III of $759 million and $45 billion, respectively as of December 31,2009. (2) In 2009, AIG detenllined that certain mutual fund investments tllat were historically reported as part of common stocks - trading should have been reported as OUler invested assets, Accordingly, the December 31,2008 Consolidated Balance Sheet has been revised to reflect Ille transfer of$5,7 billion of mutual fund il1vstments from common stocks - trading to Other invested assets. 7 37 of 44 Issuer Comment: Moody's ",(H,S AiG hddltlgl% ground {i:nsugh 3Q09 The 3Q09 results of American International Group, Inc. (NYSE: AIG - long-term issuer rating of A3, short-term issuer rating of Prime-l, negative outlook) show continued stabilization of the core insurance operations despite challenging market conditions. The firm has made tangible progress on its restructuring plan, albeit with a slowdown or hold on certain asset dispositions. The US government continues to provide extensive capital and liquidity support to the company. In light of these factors, we are maintaining the current ratings and outlook on AIG. We continue to monitor the performance of major business units along with the efforts to unwind or dispose of non-core operations. Since the appointment of Robert Benmosche as C EO in August 2009, AIG has slowed the pace of certain restructuring activities to focus on rebuilding the values of some businesses that had previously been slated for sale. In August 2009, the company named a management team for the combined Domestic Life and Retirement Services group, effectively ending the effort to sell this business. In October 2009, AIG stopped trying to sell AIG Star Life and AIG Edison Life, its two Japanese life insurance companies, and announced plans to hold them for the foreseeable future. We believe that the slower approach to restructuring could help AIG to generate more favorable values from its business portfolio than would be the case under rushed asset sales. The restructuring plan still relies heavily on government support. Our current ratings on AIG reflect our understanding that the government is committed to working with the firm to maintain its ability to meet obligations as they come due throughout the restructuring process. Assuming further stabilization in AIG's operations and in the global financial markets, we believe that the firm can generate sufficient value to fully repay the government's senior secured loan and to repay much or all of its preferred equity stake, giving the government incentive to continue supporting AIG and its various creditors. However, a material decline in the realizable values of AIG's assets could reduce the government's incentive to support other creditors. Accordingly, AIG's ratings could be lowered if we perceive a decline in realizable values. Net income attributable to AIG was $455 million in 3Q09, down from $1.8 billion in 2Q09, largely because of higher realized capital losses in 3Q09. Adjusted net income, which excludes realized capital gains (losses) and hedging activities that do not qualify for hedge accounting, amounted to $1.9 billion in 3Q09, down slightly from $2.0 billion in 2Q09. AIG's equity account grew by $14.4 billion during 3Q09 to $76.5 billion at quarter-end, driven by unrealized appreciation of AIG's investment portfolio which was buoyed by broad improvement in securities markets. In General Insurance (Chartis), pretax operating income before realized capital gains (losses) declined to $722 million in 3Q09 from $1.0 billion in 2Q09, as steady new business volume and higher investment income were offset by adverse loss development and higher catastrophe losses. In Life Insurance & Retirement Services, pretax operating income before realized capital gains (losses) increased to $2.2 billion in 3Q09 from $1.5 billion in 2Q09, reflecting a moderate decline in premiums and other considerations offset by higher investment income. AIG's non-insurance operations posted mixed results in 3Q09, with Financial Services delivering its first operating profit in many quarters, and Asset Management reporting a significant operating loss that included impairments of goodwill and of proprietary real estate investments. Within Financial Services, AIG Financial Products Corp. (AIGFP) has materially reduced the size and risk of its business on favorable terms over the past few quarters. We expect further steady progress in this regard, assuming that capital markets remain reasonably liquid, although some of AIGFP's exposures may still take considerable time to unwind. Other non-core operations, such as International Lease Finance Corporation, American General Finance and United Guaranty, may also rely on AIG's capital and liquidity support for a prolonged period. Contacts Bruce Ballentine/New York Laura Bazer/New York Adim K. Offurum/New York Robert Riegel/New York Phone 212-553-7212 212-553-7919 212-553-4649 212-553-4663 CREDIT RATINGS ARE MIS'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COM M ITM ENTS, OR DEBT OR DEBT-LIKE SECURITIES. M IS DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COM E DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIM ITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEM ENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE I NVESTM ENT OR 38 of 44 Global Credit Research Credit Opinion 5 MAR 2009 Credit Opinion: American International Group, Inc. American International Group, Inc. New York, New York, United States Ratings Category Rating Outlook Senior Unsecured Senior Unsecured MTN Rated Intercompany Pool Members Rating Outlook Insurance Financial Strength AIG Life Insurance Company Rating Outlook Insurance Financial Strength American General Life Insurance Company Rating Outlook Insurance Financial Strength Moody's Rating NEG A3 A3 NEG Aa3 DEV A1 DEV A1 Contacts Analyst Bruce Ballentine/New York Alan Murray/New York Robert Riegel/New York Phone 1.212.553.1653 Key Indicators [1] American International Group, Inc. Total Assets ($ Mil.) 2008 2007 2006 2005 2004 $ 860,418 $1,048,361 $ 979,410 $ 853,048 $ 801,007 Equity ($ Mil.) $ 52,710 $ 95,801 $101,677 $ 86,317 $ 79,673 Total Revenue ($ Mil.) $11,104 $ 110,064 $ 113,387 $ 108,781 $ 97,823 $ 17,007 $ 4,751 $ 3,657 $ 2,572 $ 2,013 Interest Expense ($ Mil.) [2] Net Income ($ Mil.) $ (99,289) $ 6,200 $ 14,048 $ 10,477 $ 9,839 Financial Leverage NM 18.0% 16.5% 14.9% 15.7% Earnings Coverage (1 yr.) NM 6.5x 20.5x 21.0x 23.9x Cashflow Coverage (1 yr.) NM 11.2x 9.1x 12.5x 13.7x [1] Information based on consolidated GAAP financial statements. [2] Interest expense for 2008 includes $11.4 billion related to the NY Fed credit facility, of which $9.3 billion represents amortization of the prepaid commitment fee asset associated with the facility. Opinion SUMMARY RATING RATIONALE American International Group, Inc. (NYSE: AIG - senior unsecured debt rated A3/negative, short-term debt rated Prime 1/negative) is a global insurance and financial services firm, with operations in more than 130 countries and jurisdictions and approximately 74 million customers worldwide. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. Over the past 18 months, AIG has reported severe losses and ~~Qf~s on mortgage-related exposures, causing liquidity and capital strains that threatened AIG's survival. In September 2008, the Federal Reserve Bank of New York (the NY Fed) intervened with a large credit facility to ensure that AIG could meet its obligations and to facilitate an orderly restructuring of the company. The financing arrangements and restructuring plans have evolved since then in response to extremely difficult market conditions. The current plan calls for AIG to gradually divest several businesses - some through government-backed structures - and to retain its global property & casualty (P&C) insurance operations. These core operations rank among the world's largest and most diversified P&C businesses. On March 2, 2009, Moody's confirmed AIG's senior long-term and short-term debt ratings, while downgrading the subordinated debt rating to Ba2 from Baa1. We also confirmed the insurance financial strength (IFS) ratings of AIG's core P&C operations and took various rating actions on other operating units. The rating actions followed AIG's announcement of net losses of $62 billion for the fourth quarter and $99 billion for the full year of 2008, along with a revised restructuring plan supported by the US Treasury and the Federal Reserve. The rating confirmation for AIG and its core P&C operations reflects the benefits to policyholders and senior creditors from the latest restructuring plan, as well as our expectation that the US government will provide additional support as needed to ensure that AIG can meet its obligations through this period of severe economic recession and market turmoil. Our expectation of systemic support is based on the substantial size and global scope of AIG's insurance and financial operations, and is consistent with actions taken and statements made by government officials. The negative rating outlook on AIG and its core P&C operations signals the potential loss of customers, distributors and employees during the period of government intervention, along with the uncertainty regarding the ownership and capital structure following the intervention. Other areas of risk and uncertainty include: (i) potential erosion of market share among operations to be divested; (ii) potential further declines in investment portfolio values, particularly in life insurance subsidiaries, which may require further capital infusions; (iii) the timing of divestitures and resulting proceeds, given the limited funding available to potential buyers; and (iv) the timing and costs associated with unwinding AIG Financial Products Corp. (AIGFP). AIG's fourth-quarter loss was driven mainly by realized capital losses on investments (including other-thantemporary impairments), write-downs of intangible assets, unrealized market valuation losses on derivatives, and other charges related to the ongoing restructuring efforts. The net result included about $50 billion of non-cash charges. Major aspects of the government-backed restructuring plan include: (i) conversion of $40 billion of preferred stock provided by the US Treasury to a non-cumulative issue on which AIG is not expected to pay dividends; (ii) fiveyear commitment from the US Treasury for an additional $30 billion of preferred equity capital; (iii) debt-for-equity swaps whereby the NY Fed will exchange a portion of the senior secured loan under its $60 billion facility for preferred interests in two Foreign Life units; (iv) exchanges by the NY Fed of a portion of the senior secured loan for embedded value securitization notes from certain Domestic Life Insurance & Retirement Services (DLlRS) companies; and (v) formation of a new holding company, AIU Holdings, Inc., for AIG's global P&C operations, paving the way for a possible sale of a minority stake. We believe that these restructuring steps will give AIG greater flexibility to stabilize its various businesses and, over time, to pursue orderly divestitures. Subordinated Debt Regarding the downgrade of AIG's subordinated debt, which includes various hybrid instruments, we believe that the company intends to continue paying interest on these instruments, particularly since the cumulative interest provision limits the ultimate cash benefit of deferral. Nevertheless, in the event of further liquidity strains and/or a need for additional government support, there is a risk of deferred payment on these instruments, as well as the risk of a potential restructuring, which we have signaled through wider notching between AIG's senior and subordinated ratings. Credit Profile of Significant Subsidiaries/Activities AIG Property Casualty Group (Revenues: $31.0 billion in 2008, $38.0 billion in 2007) The AIG Property Casualty Group encompasses AIG Commercial Insurance (AIGCI), Transatlantic Holdings, Inc. (TRH), Personal Lines and Mortgage Guaranty. Our confirmation of the Aa3 IFS ratings (negative) on eight members of AIGCI was based on AIGCI's position as the largest US writer of commercial insurance, its broad diversification and its expertise in writing large and complex risks. Complementing its US market presence, AIGCI enjoys access to the Foreign General Insurance network. The combined group does business with a solid majority of global and major national accounts. AIGCI has suffered some loss of business, especially in the most credit sensitive lines, as a result of parent company turmoil and the weak economy. The negative rating outlook reflects the potential for further business erosion during the period of government intervention, whether through loss of customers, distributors and employees or through aggressive pricing which could hurt underwriting results over time. TRH, approximately 59% owned by AIG, is a holding company for Transatlantic Reinsurance Company (TRC), a leading US-based broker-market reinsurer with expertise in spe~t0f;$CJalty lines. TRC's Aa3 IFS rating (developing) reflects its lead position on many treaties, relatively steady profitability and sound capitalization. These strengths are partly offset by competition from larger global reinsurers and by the inherent volatility of catastrophe exposed business. TRH generates about 12% of its business through AIG affiliates and the remainder through globally diversified sources. The developing outlook signals uncertainty regarding TRH's future ownership structure. United Guaranty Residential Insurance Company (UGRIC - IFS rating of A3/negative) is the lead company of AIG's Mortgage Guaranty unit and the guarantor of United Guaranty Mortgage Indemnity Company (IFS rating of A3/negative). UGRIC's rating and outlook are based mainly on a net worth maintenance agreement from AIG plus a fixed-dollar-limit reinsurance agreement from an AIGCI member. UGRIC's rating is constrained by the substantial incurred losses in its mortgage portfolio to date as well as the uncertainty surrounding the severity and duration of the housing market downturn. Foreign General Insurance (Revenues: $13.7 billion in 2008, $13.7 billion in 2007) Foreign General Insurance consists of several P&C insurance agencies and underwriting companies offering commercial and consumer insurance through a range of marketing and distribution channels. The group operates in Asia, the Pacific Rim, the UK, Europe, Africa, the Middle East and Latin America, adapting to local laws and customs as needed. AIG UK Limited (AIG UK) is the group's flagship P&C insurer in the UK. The A1 IFS rating (negative) on AIG UK reflects its strong market position, healthy profitability and generally conservative investment strategy. Offsetting these strengths to some extent is the focus on commercial lines, which Moody's views as inherently more volatile than personal lines, along with the potential reputational harm stemming from challenges at AIG. The rating on AIG UK incorporates explicit and implicit support, including a net worth maintenance agreement from AIG and extensive reinsurance from affiliates. AIG General Insurance (Taiwan) Co., Ltd. (AIGGI Taiwan) ranks among the 10 largest P&C insurers in Taiwan. The company writes multiple product lines, including personal auto, personal and commercial property, and accident & health. AIGGI Taiwan's A3 IFS rating (negative) reflects its healthy market presence, strong riskadjusted capitalization and improving product profile, with an emphasis on short-tail business lines. These strengths are tempered by the company's weak operating results compared to peers, largely because of investment impairment losses, business integration costs and reserve strengthening. Domestic Life Insurance & Retirement Services (Revenues: -$17.0 billion in 2008, $15.3 billion in 2007) Moody's A1 IFS ratings (developing) on ten members of the Domestic Life Insurance & Retirement Services (DLlRS) segment are based on their leading positions in a number of the life insurance, individual annuity, and pension markets. The DLiRS group remains the largest provider of 403(b) pensions sold to K-12 teachers, as well as a major provider of individual life insurance and annuities - businesses with healthy earnings capacity. The ratings also reflect government support, as evidenced by sizable capital contributions (via AIG) plus other funding arrangements to offset investment losses (including other-than-temporary impairments) during 2008. We expect that the government will continue supporting these operations until they are divested or otherwise stabilized. The developing outlook reflects the possibility of divestitures over time to buyers of higher, equal, or lower credit quality, and the potential for further business erosion, in the event that divestitures are delayed. Foreign Life Insurance & Retirement Services (Revenues: $20.1 billion in 2008, $38.3 billion in 2007) The Foreign Life Insurance & Retirement Services segment encompasses international and local subsidiaries with operations in Europe, Latin America, the Caribbean, the Middle East, Australia, New Zealand and Asia, including sizable operations in Japan. The group sells products largely to indigenous persons through multiple distribution channels, including full-time and part-time agents, independent producers, direct marketing, brokers and financial institutions. AIG has announced plans to contribute the equity of its largest Foreign Life operations, American International Assurance, Ltd. (AlA) and American Life Insurance Company (ALI CO) to special purpose vehicles (SPVs) in exchange for preferred and common equity interests in the SPVs. The preferred interests will then be transferred to the NY Fed (or a trust for the benefit of the NY Fed) in satisfaction of a portion of AIG's senior secured loan. These transactions will reduce the loan balance materially, while allowing AlA and ALiCO to operate more independently in preparation for a possible sale or public offering. AlA and its affiliates, including American International Assurance Company (Bermuda) Limited (AIAB - IFS rating of Aa3/negative), make up one of the largest and most diversified life insurance groups spanning Asia and Australia. The rating on AIAB reflects its leading position in the life insurance market in Hong Kong, consistent operating performance, well established and efficient agency force, and good capitalization. These strengths are somewhat offset by the possible threat to AIAB's market position, given the intense competition in Hong Kong and Korea. The negative outlook reflects uncertainty about the future ownership structure as well as the challenging market conditions. Moody's A 1 IFS rating (developing) on ALlCO, is based on its well established operations in more than 50 overseas markets (particularly in Japan, ALI CO's largest market), along with its favorable record of growing organically in existing markets and expanding into new markets4l'tl~fati4g also recognizes the company's strong brand name and distribution channels, sound capitalization and consistent operating performance. Mitigating these strengths are the uncertainty surrounding future ownership as well as the economic recession. Moody's believes that ALI CO may experience additional asset impairments (housing and non-housing related), although we expect the US government to continue providing capital support if needed. ALI CO's Japanese operations have been complemented by those of AIG Edison Life Insurance Company (AIG Edison -IFS rating of A1/developing) and AIG Star Life Insurance Co., Ltd. (not rated). The AIG Edison rating reflects the company's healthy profitability, solid capital base and diversified distribution channels, tempered by agent retention and business persistency rates that are below expectations for the rating level. The developing outlook reflects the possibility of a sale to a buyer of higher, equal, or lower credit quality. Financial Services (Revenues: -$31.1 billion in 2008, -$1.3 billion in 2007) The Financial Services segment engages in aircraft and equipment leasing, capital market transactions, consumer finance and insurance premium financing. The Aircraft Finance business, conducted by International Lease Finance Corporation (ILFC - senior unsecured debt rated Baa1/review direction uncertain), is a global leader in leasing and remarketing advanced technology commercial jet aircraft. ILFC's ratings reflect its high-quality aircraft portfolio, solid relationships with aircraft manufacturers and airlines, improving profitability and strong cash flow. Tempering this view is the cyclical nature of the business, the company's reliance on confidence-sensitive funding, and the key-man risk, given the prominent role of ILFC's founder and CEO. ILFC is among the operations that AIG has targeted for sale. Moody's rating review is focused on ILFC's future ownership, capital structure and operating strategy. We believe that AIG will continue to support ILFC as it pursues a divestiture. The Capital Markets unit comprises the global operations of AIGFP (backed long-term issuer rating of A3/negative) and subsidiaries. The ratings on AIGFP and several of its subsidiaries are based on general and deal-specific guarantees from AIG. AIGFP has developed a comprehensive plan to unwind its business, attempting to strike a balance between reducing exposures rapidly and limiting cash outflows. AIGFP has already eliminated some of its more challenging exposures, including nearly all of its credit default swaps (CDS) covering multi-sector collateralized debt obligations. Still, the ultimate costs and duration of this process are difficult to estimate and could be substantial. For instance, remaining exposures include CDS written for regulatory capital or corporate arbitrage purposes, where further market deterioration and/or changes in valuation methods could lead to sizable losses and collateral requirements. The Consumer Finance unit includes US operations conducted mainly by American General Finance Corporation (AGFC - senior unsecured debt rated Baa1/review down) and international operations conducted by AIG Consumer Finance Group, Inc. (AIGCFG). AGFC's intrinsic credit profile has been underpinned by its well established consumer branch business along with its conservative credit culture and controls, enabling the company to weather the US housing slump better than some other financial institutions. Nevertheless, AGFC's core profitability has fallen, and will continue to be pressured by rising loss provisions and the absence of revenues from its shuttered mortgage banking business. Though AGFC is no longer a core holding of AIG, Moody's expects that AIG will continue to provide capital and liquidity support as long as it owns AGFC, so as to preserve the unit's branch network and economic value. Asset Management (Revenues: -$4.5 billion in 2008, $5.6 billion in 2007) The Asset Management segment comprises a variety of investment related products and services for institutions and individuals worldwide. The group's main activities have been spread-based investing, institutional asset management, brokerage services and mutual funds. The spread-based investment business, initially conducted through the SunAmerica companies and then through the Matched Investment Program at AIG, is in run-off. The institutional asset management business, known as AIG Investments, provides a range of equity, fixed income and alternative investment products and services to AIG subsidiaries and affiliates, other institutional clients and highnet-worth individuals. The brokerage services and mutual funds operations provide broker/dealer services and mutual funds to retail investors, group trusts and corporate accounts through an independent network of financial advisors. AIG has targeted some or all of the third-party asset management businesses for sale. Credit Strengths Credit strengths/opportunities of the group include: - Leading market positions in various business lines and geographic areas - Extensive funding provided through government facilities - Historically strong earnings and cash flows of insurance operations Credit Challenges Credit challenges/risks include: 42 of 44 - Uncertainty surrounding future ownership and direction of major business units, making it difficult to retain clients, distribution partners, employees and enterprise value - Weak global economy with limited credit availability, making it hard to sell major operations at attractive levels - Potentially long and costly process to unwind AIGFP - Significant fixed charge burden from senior secured, senior unsecured and subordinated debt Rating Outlook The negative rating outlook on AIG and its core P&C operations signals the potential loss of customers, distributors and employees during the period of government intervention, along with the uncertainty regarding the ownership and capital structure following the intervention. Offsetting these challenges is the steadfast support demonstrated by the US government. Without such support, the ratings of AIG and many of its subsidiaries would be lower. What Could Change the Rating - Up Given the current negative outlook, there is limited upward pressure on AIG's ratings; however, factors that could lead to a stable outlook include: - Maintaining favorable market positions and operating performance in major operating units, whether they are core operations or targeted for sale - Completing divestitures at attractive levels to help repay government facilities - Substantially reducing risks at AIGFP at a manageable cost over the next 12-18 months What Could Change the Rating - Down Factors that could lead to a downgrade include: - A material decline in the market position or operating performance of one or more major operating units - Material delays in the recently announced restructuring steps - Inability to substantially unwind AIGFP within a few years at a manageable cost - A reduction in government support Recent Results AIG reported a net loss of $61.7 billion for the fourth quarter of 2008. Shareholders' equity was approximately $52.7 billion as of December 31,2008. Capital Structure and Liquidity AIG's liquidity position is supported by various facilities implemented by the US government. Borrowings under the NY Fed's $60 billion revolving credit facility were fairly stable in the $35-40 billion range through the first two months of 2009. Transactions with Maiden Lane II LLC and Maiden Lane III LLC in late 2008 helped to resolve two major sources of liquidity strain for AIG: the securities lending program and the multi-sector CDS portfolio. As of year-end 2008, AIG held $55.3 billion of cash and short-term investments, mostly within the operating units. In addition, the parent has access to some $20 billion under the NY Fed's revolving credit facility plus $30 billion under the pending equity commitment from the US Treasury, amounting to a total of $50 billion of available liquidity. Potential liquidity needs in the near term include: (i) capital infusions for insurance operations, particularly life operations that could experience declining investment values; (ii) additional amounts to facilitate the unwinding of AIGFP, including potential collateral postings; and (iii) possible severe catastrophe losses in the P&C operations. We believe that AIG, with the support of the US government, has sufficient resources to meet such contingencies. As of December 31, 2008, AIG reported total borrowings of $193.2 billion, consisting of $124.1 billion of "operating" debt (supported by assets of the Financial Services segment and AIG's Matched Investment Program), $40.4 billion of senior secured debt under the NY Fed facility, $11.1 billion of senior unsecured "financial" debt (used mainly to fund investments in and advances to operating subsidiaries), and $17.6 billion of junior subordinated debt (hybrid securities). We believe that the operating debt is reasonably well covered by the related assets. We also note that a large portion of the NY Fed loan (up to $34.5 billion) 4$1 4khanged for preferred interests in AlA be and ALiCO (via SPVs) and for embedded value securitization notes of certain DLiRS companies. Giving effect to these transactions as of year-end 2008, AIG would still have senior unsecured financial debt plus hybrid securities totaling some $35 billion. AIG's equity base at year-end 2008 was virtually all preferred interests, including $40 billion of Series D preferred (10% cumulative perpetual preferred held by the US Treasury) and $23 billion of value of Series C preferred, net of $6 billion of after-tax amortization of the associated preferred commitment asset (perpetual, convertible, participating preferred being issued to a trust for the benefit of the US Treasury). These preferred interests were offset by a modest negative amount of other shareholders' equity items (about $4 billion) to arrive at total shareholder's equity of $52.7 billion. Under the latest restructuring plan, the Series D preferred will be replaced by a Series E preferred (non-cumulative dividends, with replacement capital covenant). We do not expect AIG to pay dividends on the Series C or the Series E preferreds until AIG and its major operating units achieve greater stability. The preferred interests are an important element of the government support for AIG and have substantial equity content, in our view. AIG's intrinsic financial flexibility is well below historic levels, with a capital structure that is virtually all debt and hybrid instruments. Earnings coverage of fixed charges was nil in 2008, given the company's large reported loss, while cash coverage has been constrained by regulatory restrictions on dividends from insurance subsidiaries. Largely because of such restrictions, AIG notes that a significant majority of the aggregate equity of its consolidated subsidiaries was restricted from immediate transfer to the parent as of year-end 2008. Moody's ratings on AIG and its major operating units reflect our expectation that the US government will provide additional support as needed to ensure that AIG can meet its obligations through this period of severe economic recession and market turmoil. Ultimately we expect AIG to emerge from the government intervention as a major global P&C insurer with a sound credit profile. CREDIT RATINGS ARE MOODY'S INVESTORS SERVICE, INC.'S (MIS) CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MIS DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. 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Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody's website at www.moodys.com under the heading "Shareholder Relations - Corporate Governance - Director and Shareholder Affiliation Policy." 44 of 44 Note: For ease of electronic transmission and filing, all insertions or attachments should be combined together with this rating memo into one pdf file or Word document with all pages numbered sequentially. FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Reason for Rating Committee: Address AIG's: 4Q07 results, including the increase in unrealized market valuation loss on subprime-exposed super-senior CDS from a preliminary estimate of $8 bin given to us on Feb. 11 to a final rted amount of 11.12 bin. Last Rating Action (include date and reason): Feb. 12, 2008 - Changed the outlook on AIG and several subsidiaries to negative from stable, based mainly on the company's sizable exposure to the US subprime e market. Aaa Aaa Aaa Fo Fo Fo 1 Aaa Aaa Aaa v. 2.0 rev 7/13/07 Rationale for Recommendation(s) Recommend affirming the rating with a negative outlook based on: 1. AIG's large capital base and well diversified businesses enable the company to absorb the earnings volatility associated with US residential mortgage exposures, with little disruption to the core insurance businesses. AIG's two largest areas of exposure are (i) $65 bin notional exposure to multi-sector CDOs with subprime mortgage content, mainly through super-senior CDS written by AIGFP; and (ii) $75 bin portfolio of US non-agency RMBS, held mainly by AIG's insurance subsidiaries. Together these exposures have generated pretax realized and unrealized losses and depreciation totalling $22 bin, or about one year's worth of normalized pretax income at AIG (see page 16). However, we believe that a majority of these losses and write-downs are temporary and subject to recovery. Following are summary results of economic stress tests applied to these exposures, similar to tests that have been used for the financial guarantors. Summary results of AIG COO & RMBS stress tests (Chris Mann's model) Total exposures 65,421 75,276 ($ mlns) COO notional as of Sept. 30, 2007 RMBS par as of Dec. 31, 2007 Modeled losses RMBS losses grossed up* Base case (15% losses on 2006 subprime first-lien) o COO RMBS 460 580 Stress case (21% losses on 2006 subprime first-lien) COO 50 RMBS 1,372 1,731 Extreme stress case (24% losses on 2006 subprime first-lien) COO 211 RMBS 2,047 2,582 * RMBS losses grossed up by 75.3/ (75.3 - 15.6) to account for the $15.6 bin of securities not found in Moody's system. 2. On Feb. 28, 2008, AIG reported a net loss of $5.29 bin for 4Q07, including an $11.12 bin pretax unrealized market valuation loss (MTM loss) on its super-senior CDS portfolio. On Feb. 11, the company had given us a preliminary estimate of an $8 bin MTM loss. The approximately $3 bin increase in the MTM loss reflects continuing modifications in the valuation process, particularly a greater reliance on dealer quotes, as discussed in our call notes on pages 19-20. The CDS positions are extremely illiquid, making the valuation process difficult and prone to revision. AIG notes that if the super-senior CDS portfolio were valued under accrual accounting (in accordance with FAS 5), the company would have recorded no losses to date, because such losses are not yet probable or reasonably estimable. 3. We changed AIG;s rating outlook to negative from stable on Feb. 12, 2008, based on the company's sizable exposure to the US subprime mortgage market. In particular, we cited the challenge of the CDS valuation process, which could potentially add significant volatility to AIG's earnings and capital position. The increase in the 4Q07 MTM loss versus the company's preliminary estimate does not materially change the credit profile. 2 v. 2.0 rev 7/13/07 Contents Draft Press Release 4-5 Current Credit Opinion 6-10 Q-tools 11 Stock Chart 12 Rating History 12 Orqanizational Structure with Rated Entities 13 Weighted Average Stand-alone Rating 14 Summary of AIG's Subprime Mortgage Exposures, Charges & Writedowns 15 Banking RMBS/CDO Stress Test Applied to AIG 16 Description of AIG's Subprime Mortqaqe Exposures 17-18 Notes from 4Q07 pre-earnings call with AIG 19-20 Draft Liquidity Risk Assessment: AIG Funding, Inc. 21 AIG Financial Leverage and Fixed-Charge Coverage 22-23 AIG Financial Hiqhliqhts 24 AIG Segment Detail 25 AIGFP Five-year Cash Profile as of Dec. 31,2007 26-32 AIG 2007 financial statements 33-35 AIG Revenue & Income Charts 36 3 v. 2.0 rev 7/13/07 Draft Press Release Moody's affirms AIG's ratings and maintains negative outlook Moody's Investors Service has affirmed the ratings of American International Group, Inc. (NYSE: AIG - senior unsecured debt rating of Aa2), following the company's announcement of a $5.3 billion net loss for the fourth quarter of 2007. The net result includes significant unrealized market valuation losses on super-senior credit default swaps (CDS) on multi-sector collateralized debt obligations with subprime mortgage content. Moody's said that AIG's super-senior CDS have more moderate exposure to recent mortgage vintages than those of many other market participants, such that AIG's ultimate economic losses may be materially smaller than estimated market values would suggest. Nevertheless, the rating agency said that a material increase in market valuation losses and/or a realization of significant economic losses on this portfolio could lead to a downgrade of AIG's ratings. The rating outlook for AIG remains negative. AIG's fourth-quarter 2007 results included a $7.2 billion after-tax unrealized market valuation loss on supersenior CDS as well as $2.1 billion of after-tax realized capital losses, mainly from other-than-temporary impairment of investment securities. Also in the fourth quarter, AIG posted to its equity account $2.5 billion in after-tax unrealized depreciation of investments. All of these charges pertained largely to subprime mortgage exposures. Moody's changed AIG's rating outlook to negative from stable on February 12, 2008, based on the company's sizable exposure to the US subprime mortgage market, where credit quality and liquidity remain under pressure, along with the company's trend toward higher operating and financial leverage over the past few years. The rating agency noted that uncertainty surrounding the valuation of subprime mortgage exposures could add significant volatility to AIG's earnings and capital position over the near-to-medium term, thereby weakening the firm's financial flexibility to some extent. In addition to the super-senior CDS portfolio, Moody's is monitoring the residential mortgage-backed securities (RMBS) held by AIG's insurance subsidiaries, both directly and through securities lending activities. Moody's noted that AIG generally holds well diversified senior tranches within RMBS pools, such that the ultimate economic losses on these securities may be significantly smaller than current market values would suggest. Still, Moody's is concerned that market value fluctuations on RMBS could add volatility to the earnings and capital levels of specific insurance subsidiaries and to AIG as a whole. Other areas of potential volatility for AIG are the subprime and second-lien mortgage portfolios insured by the Mortgage Guaranty unit, as well as the subprime and non-prime mortgage loans held by the Consumer Finance unit. According to Moody's, AIG's ratings reflect its leading positions in many insurance markets, its broad business and geographic scope, its strong earnings and cash flows, and its excellent financial flexibility. These strengths are tempered by the intrinsic volatility in certain General Insurance and Financial Services businesses, by the significant volume of spread-based investment business in the Asset Management segment, and by the company's sizable exposure to the US subprime mortgage market. Moody's expects that AIG will maintain its strategic focus on insurance, with Financial Services accounting for no more than 20% of consolidated operating income. Moody's cited the following factors that could lead to a stable rating outlook for AIG: (i) improvements in standalone credit profiles of major operating units, (ii) continued strong group profitability, with returns on equity exceeding 15%, (iii) remediation of all material weaknesses in internal controls over financial reporting, and (iv) adjusted financial leverage (including pension and lease adjustments and excluding debt of finance-type operations and match-funded investment programs) comfortably below 20%. Moody' cited the following factors that could lead to a rating downgrade for AIG: (i) a decline in the stand-alone credit profile of one or more substantial operating units, (ii) a decline in group profitability, with returns on equity remaining below 12% over the next few quarters, (iii) a decline in financial flexibility, with adjusted financial leverage exceeding 20% or adjusted pretax interest coverage remaining below 15x over the next few quarters, or (iv) incremental subprime-related realized and/or unrealized after-tax losses exceeding $5 billion. 4 v. 2.0 rev 7/13/07 The last rating action on AIG took place on February 12, 2008, when Moody's changed the rating outlook to negative from stable. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG reported total revenues of $110.1 billion and net income of $6.2 billion for the year 2007. Shareholders' equity was $95.8 billion as of December 31,2007. For more information, please visit our website at www.moodys.com/insurance. 5 v. 2.0 rev 7/13/07 Current Credit Opinion (published Feb. 20, 2008) Credit Opinion: American International Group, Inc. American International Group, Inc. New York, New York, United States American International Group, Inc. [1] Total Assets ($ MiL) Equity ($ MiL) Total Revenue ($ MI.) Net Income ($ MiL) Financial Leverage Earnings Coverage (1 yr.) Cashflow Coverage (1 yr.) YTD9/07 $1,072,105 $ 104,067 $ 91,631 $ 11,492 2006 $ 979,414 $ 101,6n $ 113,194 $ 14,048 18.4% 18.0"10 25.Ox 11.3x $ $ $ $ 2005 853,051 86,317 108,905 10,477 15.7% 24.2x 14.5x 2003 2004 $ 801,007 $ 675,602 $ 79,673 $ 69,230 $ 97,666 $ 79,421 $ 9,839 $ 8,108 16.2% 23.9x 13.7x 16.9% 19.6x 11.9x 2002 $ 561,131 $ 58,303 $ 66,171 $ 5,729 12.8x 9.8x [1] Information based on consolidated GAAP financial statements. SUMMARY RATING RATIONALE American International Group, Inc. (NYSE: AIG - senior unsecured debt rated Aa2, negative outlook) is a leading global insurance and financial services firm, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. About half of the company's revenues are derived from domestic (US) operations and half from other markets around the world. AIG's extraordinary diversification helps it to withstand challenges in particular business lines or geographic regions and to generate substantial earnings and capital over time. Moody's changed the rating outlook for AIG to negative from stable on February 12, 2008, based on the company's sizable exposure to the US subprime mortgage market, where credit quality and liquidity remain under pressure, along with the company's trend toward higher financial and operating leverage over the past few years. Moody's also changed the rating outlooks to negative from stable on several AIG subsidiaries (i) that have substantial exposure to the US subprime mortgage market, or (ii) whose ratings rely on significant explicit or implicit support from the parent company. The Capital Markets unit has written large notional amounts of super-senior credit default swaps (CDS) against multisector collateralized debt obligations (COOs) with subprime mortgage content. The CDS contracts are highly customized and illiquid, particularly in the current market, making it difficult to determine their fair value for financial reporting purposes. AIG's auditors have concluded that the company had a material weakness related to the valuation process as of December 31,2007. Moody's notes that AIG's multi-sector COOs have more moderate exposure to recent vintages than those of many other participants in this market, such that the ultimate economic losses may be materially smaller than estimated market valuations would suggest. Moreover, the internal control weakness appears to be narrow in scope and may be relatively easy for AIG to remediate. Nevertheless, the CDS valuation process may remain difficult for the duration of the mortgage market slump, potentially adding significant volatility to AIG's earnings and capital position. AIG also faces volatility in connection with its investments in residential mortgage-backed securities, including subprime and Alt-A securities, a majority of which are held by AIG's US life insurance subsidiaries, both directly and through securities lending activities. These securities are exposed to realized capital losses (through securities sales and otherthan-temporary impairment) as well as unrealized losses (included in other comprehensive income). Ultimate losses incurred in this portfolio could be lower than losses recognized to date, but near-term valuations may add volatility to the earnings and capital positions of the US life subsidiaries. Other areas of potential volatility are the subprime and secondlien mortgage portfolios insured by the Mortgage Guaranty unit, as well as the subprime and non-prime mortgage loans held by the Consumer Finance unit. 6 v. 2.0 rev 7/13/07 Moody's has applied various market stress scenarios to AIG's subprime exposures over the past several months, with AIG demonstrating sufficient capital strength and earnings power to support the existing ratings. We will continue this process in the months ahead, incorporating our revised expectations for cumulative losses across different loan types. AIG's ratings reflect its leading market positions in all major business segments, its broad business and geographic scope, its historically strong earnings and cash flows, and its excellent financial flexibility. These strengths are tempered by the intrinsic volatility in certain General Insurance and Financial Services business units, by the significant volume of spreadbased investment business in the Asset Management segment, and by the company's sizable exposure to the US subprime mortgage market. Credit Profile of Significant Subsidiaries/Activities Domestic General Insurance (31 % of consolidated revenues for first nine months of 2007) The Domestic General Insurance segment encompasses the Domestic Brokerage Group (DBG), Transatlantic Holdings, Inc. (TRH), Personal Lines and Mortgage Guaranty. Moody's maintains Aa2 insurance financial strength (IFS) ratings (negative outlook) on eight members of DBG, reflecting DBG's position as the largest US writer of commercial insurance, its broad diversification and its expertise in writing large and complex risks. These strengths are somewhat offset by DBG's relatively high, albeit improving, gross underwriting leverage and its history of adverse loss development following the last soft market for property & casualty insurance. The DBG ratings incorporate a notch of uplift from the affiliation with AIG, which has a history of supporting these and other subsidiaries. Absent such support, the DBG members would have stand-alone ratings of Aa3. TRH, approximately 59% owned by AIG, is a holding company for Transatlantic Reinsurance Company (TRC), a leading US-based broker-market reinsurer with expertise in specialty casualty lines. TRC's Aa3 IFS rating (stable outlook) reflects its lead position on many treaties, relatively steady profitability and sound capitalization. These strengths are partly offset by competition from larger global reinsurers and by the inherent volatility of catastrophe exposed business. Moody's maintains Aa2 IFS ratings (negative outlook) on four members of AIG's Mortgage Guaranty unit, led by United Guaranty Residential Insurance Company (UGRIC). The ratings are based on the group's historically sound underwriting, strong lender relationships and explicit support from affiliates. Three of the companies are supported by net worth maintenance agreements from AIG plus excess-of loss reinsurance covers provided by a DBG member. The fourth company is supported by an unconditional guaranty from UGRIC. Absent such explicit support, these companies would have lower stand-alone ratings. The stand-alone credit profiles have been weakened by growing losses in the insured portfolios of subprime and non-prime first-lien and second-lien mortgage loans. Foreign General Insurance (11 % of consolidated revenues for first nine months of 2007) Foreign General Insurance consists of several property & casualty insurance agencies and underwriting companies offering commercial and consumer insurance through a range of marketing and distribution channels. The group operates in Asia, the Pacific Rim, the UK, Europe, Africa, the Middle East and Latin America, adapting to local laws and customs as needed. AIG UK Limited (AIG UK) is the group's flagship property & casualty insurer in the UK, having absorbed the UK business of a DBG company in December 2007. The Aa2 IFS rating (negative outlook) on AIG UK reflects its strong market position, healthy profitability and generally conservative investment strategy. Offsetting these strengths to some extent is the focus on commercial lines, which Moody's views as inherently more volatile than personal lines. The rating on AIG UK incorporates explicit and implicit support, including a net worth maintenance agreement from AIG and extensive reinsurance from affiliates. Absent such support, AIG UK's stand-alone rating would be Aa3. In 2006, AIG acquired Central Insurance Co. Ltd., a diversified non-life insurer in Taiwan with a solid market presence but a record of volatile operating results over the past few years. During 2007, AIG changed the company's name to AIG General Insurance (Taiwan) Co., Ltd. (AIG GI Taiwan), and merged the Taiwan branch of a DBG company into AIG GI Taiwan. In July 2007, Moody's upgraded the IFS rating of AIG GI Taiwan from Baa1 to A2 (stand-alone rating of A3) with a positive outlook, based on our expectation that the merger and AIG ownership will lead to a stronger competitive position and credit profile for this company. Domestic Life Insurance & Retirement Services (13% of consolidated revenues for first nine months of 2007) Moody's maintains Aa1 IFS ratings (negative outlook) on seven members of the Domestic Life Insurance & Retirement Services segment, based on the group's multi-faceted distribution network, broad and varied product portfolio, and leading market positions in several products, including term life, universal life, structured settlements and certain classes of annuities. The ratings also reflect the strategic and financial benefits of AIG ownership, such as the AIG brand, cross- 7 v. 2.0 rev 7/13/07 selling arrangements, and common investment management and administrative services. These strengths are tempered by persistent competition in the mature US market for protection and savings products, and by the group's significant exposure to US subprime and Alt-A RMBS, held directly and through securities lending activities. Moody's maintains Aa2 ratings (negative outlook) on three SunAmerica companies that have booked substantial spreadbased investment business through the sale of GIC-backed notes to investors. In 2005, AIG shifted this activity to a new Matched Investment Program (MIP - now part of the Asset Management segment) and placed the SunAmerica GIC portfolio into runoff. Our Aa2 ratings on these companies reflect the heightened asset and liquidity risks associated with a runoff portfolio, although we believe that AIG is managing the runoff effectively. AIG also provides net worth maintenance agreements in support of the SunAmerica companies. Foreign Life Insurance & Retirement Services (31 % of consolidated revenues for first nine months of 2007) Foreign Life Insurance & Retirement Services encompasses international and local subsidiaries with operations in Europe, Latin America, the Caribbean, the Middle East, Australia, New Zealand and Asia, including extensive operations in Japan. The group sells products largely to indigenous persons through multiple distribution channels, including full-time and parttime agents, independent producers, direct marketing, brokers and financial institutions. Moody's maintains a Aa2 IFS rating (stable outlook) on American Life Insurance Company (ALlCO), based on its well established operations in more than 50 overseas markets (particularly in Japan, which accounts for about two-thirds of ALlCO's operating income) along with its favorable record of growing organically in existing markets and expanding into new markets. The rating also recognizes the company's strong brand name and distribution channels, healthy capitalization and consistent operating performance. These strengths are tempered by competition from local and foreign players in Japan, political risk in certain emerging markets, and ALlCO's relatively large exposure to affiliated investments, mainly AIG common stock. ALlCO's Japanese operations are complemented by those of AIG Edison Life Insurance Company (AIG Edison - IFS rating of Aa2, stable outlook) and AIG Star Life Insurance Co., Ltd. (not rated), giving AIG a strong and diversified presence in the Japanese life insurance market. The AIG Edison rating reflects the company's healthy profitability, solid capital base and diversified distribution channels, tempered by agent retention and business persistency rates that are below expectations for the rating level. The rating incorporates one notch of uplift from the close affiliation with ALiCO. Without such support, AIG Edison would have a stand-alone rating of Aa3. American International Assurance Company, Limited (not rated) and its affiliates, including American International Assurance Company (Bermuda) Limited (AIAB - IFS rating of Aa2, negative outlook), make up the largest and most diversified life insurance group in Southeast Asia. The rating on AIAB reflects its leading position in the life insurance market in Hong Kong, where it has garnered the largest market share and is supported by a strong brand name. The rating also recognizes the company's consistent operating performance, well established and efficient agency force, and healthy capitalization. These strengths are somewhat offset by the possible threat to AIAB's market position, given the intense competition in Hong Kong and Korea, by the challenge AIAB faces in its effort to broaden distribution channels, and by its exposure to affiliated investments, mainly AIG common stock. The AIAB rating incorporates one notch of uplift from the AIG ownership and support. Absent such support, the stand-alone rating would be Aa3. Financial Services (8% of consolidated revenues for first nine months of 2007) The Financial Services segment engages in aircraft and equipment leasing, capital market transactions, consumer finance and insurance premium financing. The Aircraft Finance business, conducted by International Lease Finance Corporation (ILFC - senior unsecured debt rated A1, stable outlook), is a global leader in leasing and remarketing advanced technology commercial jet aircraft. ILFC's ratings reflect its high-quality aircraft portfolio and solid relationships with aircraft manufacturers and airlines. Tempering this view is the cyclical nature of the business, as well as ILFC's sizable order position and residual value risk. The ratings incorporate AIG ownership and support, evidenced by capital contributions to ILFC totaling more than $1 billion since 2001. Absent such support, ILFC's ratings would be lower. The Capital Markets unit comprises the global operations of AIG Financial Products Corp. (AIGFP - backed long-term issuer rating of Aa2, negative outlook) and subsidiaries. AIGFP engages as principal in a variety of standard and customized financial products with corporations, financial institutions, governments, agencies, institutional investors and high net-worth individuals worldwide. This unit also raises funds through municipal reinvestment contracts and other private and public note offerings, investing the proceeds in a diversified portfolio of debt, equities and derivatives. The Aa2 ratings on AIGFP and several of its subsidiaries are based on general and deal-specific guarantees from AIG. AIGFP has substantial notional exposure to the US subprime mortgage market through super-senior COS and cash COOs, as noted above. 8 v. 2.0 rev 7/13/07 The Consumer Finance unit includes US operations conducted mainly by American General Finance Corporation (AGFC - senior unsecured debt rated A 1, stable outlook) and international operations conducted by AIG Consumer Finance Group, Inc. (AIGCFG). AGFC's ratings are based on its strong US market presence, disciplined approach to the business and a small amount of lift from the AIG relationship. Over the past decade, AGFC has focused its growth efforts on real estate secured loans, which accounted for about three-fourths of the loan portfolio as of September 30,2007. The portfolio, which includes meaningful levels of subprime and non-prime loans, has experienced some deterioration in credit quality along with the overall US housing sector, but AGFC's delinquency and charge-off rates remain within the company's target bands. We believe that AGFC's adherence to conservative underwriting standards will help the company to weather the housing market slump relatively well. Asset Management (6% of consolidated revenues for first nine months of 2007) The Asset Management segment comprises a variety of investment related products and services for institutions and individuals worldwide. The group's main activities are spread-based investing, institutional asset management, brokerage services and mutual funds. The spread-based investment business, formerly conducted through the SunAmerica companies, is now conducted through AIG's MIP. The institutional asset management business, known as AIG Investments, provides a range of equity, fixed income and alternative investment products and services to AIG subsidiaries and affiliates, other institutional clients and high-net-worth individuals. The brokerage services and mutual funds operations provide broker/dealer services and mutual funds to retail investors, group trusts and corporate accounts through an independent network of financial advisors. Credit Strengths Credit strengths/opportunities of the group include: - One of the world's largest and most diversified financial service firms, with leading market positions in various business lines and countries - Historically strong earnings and cash flows across all major business segments - Excellent financial flexibility, although this has been weakened somewhat by earnings and capital volatility related to US subprime mortgage exposures Credit Challenges Credit challenges/risks include: - Intrinsic volatility in certain General Insurance and Financial Services business units - Significant volume of spread-based investment business within the Asset Management segment - Sizable exposure to the US subprime mortgage market through various business units and activities Rating Outlook AIG's rating outlook was changed to negative from stable on February 12, 2008, based on the company's sizable exposure to the US subprime mortgage market, where credit quality and liquidity remain under pressure. The valuation and reporting of these exposures, particularly super-senior CDS, may remain difficult for the duration of the mortgage market slump. What Could Change the Rating - Up Given the current negative outlook, there is limited upward pressure on the rating; however, factors that could lead to a stable outlook include: - Improvements in stand-alone credit profiles of major operating units - Continued strong group profitability, with returns on equity exceeding 15% - Remediation of all material weaknesses in internal controls over financial reporting - Adjusted financial leverage (including pension and lease adjustments and excluding debt of finance-type operations and match-funded investment programs) comfortably below 20% What Could Change the Rating - Down Factors that could lead to a downgrade include: 9 v. 2.0 rev 7/13/07 - A decline in the stand-alone credit profile of one or more substantial operating units - A decline in group profitability, with returns on equity falling below 12% - A decline in financial flexibility, with adjusted financial leverage exceeding 20% or adjusted pretax interest coverage below 15x - Net special charges (e.g., associated with natural or man-made catastrophes or subprime mortgage exposures) exceeding one-half-year's worth of normalized earnings - A material shift in the company's strategic emphasis away from insurance (e.g., Financial Services accounting for more than 20% of consolidated operating income) Recent Results AIG reported total revenues of $91.6 billion and net income of $11.5 billion for the first nine months of 2007, as compared to $83.4 billion and $10.6 billion for the first nine months of 2006. Shareholders' equity was $104.1 billion as of September 30,2007. Capital Structure and Liquidity Moody's believes that AIG's financial flexibility has been weakened somewhat by the firm's exposure to the US subprime mortgage market and by the trend toward higher financial and operating leverage over the past few years, as reflected in the negative rating outlook. AIG's adjusted financial leverage has increased from 15.7% at year-end 2005 to 18.4% as of September 30,2007. The company issued approximately $4.5 billion of junior subordinated debentures (hybrids) during the first nine months of 2007, using substantially all of the net proceeds to repurchase common stock. Moody's expects the company to keep its adjusted financial leverage below 20%. Moody's believes that AIG has sufficient liquidity - through dividends from subsidiaries, credit facilities and access to capital markets - to service parent company obligations and to support subsidiaries as needed. The company generates strong operating cash flows on a consolidated basis, with yearly amounts averaging about $24 billion over the past four years. However, a majority of the cash flows pertain to insurance operations that are subject to regulatory limits on the payment of dividends to a parent company. Largely as a result of such regulations, approximately 90% of AIG's consolidated shareholders' equity was restricted from immediate transfer to the parent company as of year-end 2006. Still, barring a major disruption, the parent had access to approximately $10.2 billion (10% of year-end 2006 equity) from its subsidiaries during 2007. This amounted to 11.3x coverage of adjusted interest expense for 2006 - a level consistent with the rating category. We expect that AIG will report a similar level of subsidiary dividend capacity as of year-end 2007. AIG gets a portion of its funding through a $7 billion commercial paper program ($4.2 billion outstanding at year-end 2007). The commercial paper is issued through subsidiary AIG Funding, Inc. (AIG Funding) and guaranteed by AIG. The program is backed by external and intercompany credit facilities. External facilities include two syndicated bank revolvers totaling $3.75 billion, primarily to back commercial paper. One of these facilities ($2.125 billion) expires in July 2008 (with a one-year term-out option) and the other ($1.625 billion) expires in July 2011. AIG and AIG Funding also share a $3.2 billion bank facility expiring in December 2008 (with a one-year term-out option) which allows for the issuance of letters of credit with terms of up to eight years. As of September 30,2007, a majority of this facility was used for letters of credit, with the remaining $210 million available to back commercial paper. Finally, AIG has a $5.335 billion intercompany credit facility provided by several of its insurance subsidiaries, expiring in September 2008 (with a one-year term-out option). 10 v. 2.0 rev 7/13/07 PASTE Q-TOOL CHART HERE (Right-click, copy, and paste chart from Otools.): American International Group, Inc .. A;;3·~ .: A"r:··5· .: .... ...... ... . . . .".". E~~:Z-:~· S.;1:·~.--·:::: >. . . .......... ::-...•...c•.•. ~::;<~: . . . .•. •. ·······:.:···: .......,. >::;...:.:.;.;.:....:....:.: .. . '~"";.':":""":"""""';>;'~'~:"""":"""':"" ":', ~a3~:3 E.=:.'~ .r.; - ."" -': .:-: '-".,:1:,:.::,'-:.: G3:3:;;::'-~:;: IIIIII C[6 ·'·c·c· Eqlli~!, Discussion of a-Tools Outliers: (Provide brief discussion of any ratings gaps of 3 or more notches.) AIG's bond spreads and CDS levels have been hurt by market concerns over additional charges related to subprime mortgage exposures. 11 v. 2.0 rev 7/13/07 Stock Chart Spl its: ..,. 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Inc. http://finance.~ahoo.com/ Market capitalization: $127 billion ~~tiIlg.lIistory ... . ........................................ . ~j~~~~~~~~~~~~~~~~~~~~~~~~~ ..........................;.......................... :. . ............................................................. ;. .......................... . ....................... ;.... . 04!'35 02!'36 12!'36 10m 08!'38 06!'39 04IDO 02ID1 12ID1 10m 08m 06!D4 04ID5 02ID6 1 2ID6 1om 12 v. 2.0 rev 7/13/07 Organizational Structure with Rated Entities Ownership Structure * American International Group, Inc. ("AIG") AIG Capital Corporation International Lease Finance Corporation ("ILFC") ILFC E-Capital Trusts I & II AIG Capital Trusts I & II AIG Domestic General Insurance Group (not a legal entity) AIG Casualty Company AIU Insurance Company American Home Assurance Company Transatlantic Holdings, Inc. Domicile DE Business Segment Parent Rating Type LT Issuer Sr Unsec Debt Sr Unsec Shelf Subord Shelf Prtrd Shelf ST Issuer DE CA Fin Svcs DE Fin Svcs Funding for Parent Sr Unsec Debt STDebt Bkd Prtrd Stock Bkd Tr Prtrd Shelf PA NY NY DE Domes Domes Domes Domes NY NY PA PA AK PA NC NC NC NC NC DE Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Domes Gen Ins Fin Svcs DE Fin Svcs DE DE France DE DE Bermuda Japan Bermuda DE DE DE DE AZ Fin Svcs Fin Svcs Fin Svcs Funding for Parent Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Domes Life Ins & Ret Svcs Fin Svcs Funding for Parent AIG SunAmerica Global Financing Trusts AIG SunAmerica Life Assurance Company DE AZ Asset Mgmt Asset Mgmt ASIF I & II ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company Caymans Jersey DE NY Transatlantic Reinsurance Company Commerce and Industry Insurance Company The Insurance Company of the State of Pennsylvania National Union Fire Ins Company of Pittsburgh, Pa. American International Specialty Lines Insurance Company New Hampshire Insurance Company United Guaranty Corporation United Guaranty Residential Insurance Company ("UGRIC") United Guaranty Commercial Insurance Company of NC United Guaranty Mortgage Indemnity Company United Guaranty Residential Insurance Company of NC AIG Financial Products Corp. AIG Matched Funding Corp. AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Limited AIG Life Insurance Company AIG Liquidity Corp. AIG Program Funding, Inc. AIG Retirement Services, Inc. SunAmerica Life Insurance Company ("SUC") AIG Life Holdings (US), Inc. ("AIG LHUS") AGC Life Insurance Company American General Life and Accident Insurance Company American General Life Insurance Company AIG Annuity Insurance Company The Variable Annuity Life Insurance Company The United States Life Insurance Company in the City of NY American General Capital II American General Institutional Capital A & B American General Finance, Inc. American General Finance Corporation ("AGFC") Gen Gen Gen Gen Ins Ins Ins Ins Asset Mgmt Asset Asset Asset Asset TX MO TN TX TX TX NY DE DE IN IN Mgmt Mgmt Mgmt Mgmt Support A3 ILFC G'tee AIG G'tee IFS IFS IFS Sr Unsec Debt Sr Unsec Shelf Subord Shelf IFS IFS IFS IFS IFS IFS Aa3 Aa3 Aa3 A3 IFS IFS Bkd IFS IFS Bkd LT Issuer Bkd ST Debt Bkd Sr Debt Bkd ST Debt Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd ST Debt AIGAgmt AIGAgmt UGRIC G'tee AIGAgmt AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee AIG G'tee IFS IFS IFS Bkd ST Debt Bkd Sr Debt Bkd Sr Debt Bkd IFS Bkd ST IFS Bkd Sr Debt Bkd IFS Bkd ST IFS Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd IFS Bkd ST IFS Bkd Sr Debt AIGAgmt AIGAgmt AIG G'tee AIG G'tee AIG G'tee AIGAgmt AIGAgmt SUC GICs AIGAgmt AIGAgmt SUC GICs SUC GICs SUC GICs AIGAgmt AIGAgmt AIG G'tee Domes Life Ins & Ret Svcs Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS Domes Life Ins & Ret Svcs IFS Funding for AIG LHUS Bkd Tr Prtrd Stock AIG G'tee Funding for AIG LHUS Bkd Tr Prtrd Stock AIG G'tee Fin Svcs STDebt Fin Svcs LT Issuer Sr Unsec Debt STDebt AGFC Capital Trust I DE Fin Svcs Bkd Tr Prtrd Stock AGFCG'tee Yosemite Insurance Company IN Fin Svcs CommoLoco, Inc. Puerto Rico Fin Svcs Bkd ST Debt AGFCG'tee American International Underwriters Overseas, Ltd. Bermuda AIG General Insurance (Taiwan) Co., Ltd. Taiwan Frgn Gen Ins IFS AIG UK Limited UK Frgn Gen Ins IFS AIGAgmt American International Life Assurance Company of New York NY Domes Life Ins & Ret Svcs IFS AIGAgmt American Life Insurance Company DE FrQn Life Ins & Ret Svcs IFS • Listing order indicates main ownership stake (or sponsorship In the case of trusts), not necessanly 100% ownership. 13 SA Public Current Rec Rating Rating Outlook Outlook Aa2 Negative Negative Aa2 (P)Aa2 (P)Aa3 (P)Al P-l AI Stable Stable P-l A3 Stable Stable (P)Aa3 Negative Negative Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa2 Aa2 Aa2 A2 (P)A2 (P)A3 Aa3 Aa2 Aa2 Aa2 Aa2 Aa2 Aa3 Aa2 Aa2 Aa2 Aa2 P-l Aa2 P-l Aa2 Aa2 Aa2 P-l Aa3 Aa2 Aal Aal Aal Aal Aal Aal A2 A2 A3 Aa3 Aal Aa2 Negative Negative Negative Negative Negative Negative Stable Stable Stable Negative Negative Negative Negative Negative Stable Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Stable Stable Aa2 Aa2 Aal P-l Aa2 Aa2 Aa2 P-l Aa2 Aa2 P-l Aa2 Aa2 Aa2 Aa2 P-l Aa2 Stable Negative Negative Stable Negative Negative Negative Aal Aal Aal Aal Aal Aa3 Aa3 P-l AI AI P-l A3 Negative Negative Negative Negative Negative Negative Negative Stable Stable Negative Negative Negative Negative Negative Negative Negative Stable Stable Stable Stable P-l Stable Stable A2 Aa2 Aal Aa2 Stable Negative Negative Stable Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Negative Positive Positive Negative Negative Negative Negative Stable Stable v. 2.0 rev 7/13/07 W elgl . htedA verage Stan d -aIone Rf amg (::>Mil.) Pretax Operating Income by Segment YTD YTD 9/3012007 9/3012007 Rated Not Rated % Rated % SA SA Public Rated of Total of Rated Rating Rating Rating General Insurance 5,662 5,662 5,662 29.9% 39.6% Aa3 4 Aa2 Transatlantic Holdings, Inc. Domestic Brokerage Group 508 508 508 2.7% 3.5% Aa3 4 Aa3 Personal Lines 252 252 ·289 301 301 1.6% 2.1% Aa3 4 Aa2 6,133 6,723 24 24 0.1% 0.2% A3 7 A2 1,291 1,291 6.8% 9.0% Aa3 4 Aa2 Mortgage Guaranty* Total Domestic AIG General Insurance (Taiwan) Co., Ltd. AIG UK Limited Other Foreign General Total Foreign Other IEliminations Total General Insurance 252 1,069 2,383 1,069 2,383 ·5 ·595 8,511 8,511 -595 Life Insurance 8: Retirement Services 774 774 Domestic Reti rement Services Domestic Life Insurance 1,452 1,452 Total Domestic 2,226 2,226 2,226 11.7% 15.6% Aa1 2 Aa1 887 887 4.7% 6.2% Aa2 3 Aa2 1,140 1,140 6.0% 8.0% Aa3 4 Aa2 444 444 2.3% 3.1% Aa2 3 Aa2 1,028 1,028 5.4% 7.2% Aa2 3 Aa2 3.3% 4.4% A3 7 A1 0.9% 1.3% A2 6 A1 75% 100% Aa3 3.7 American Life Insurance Company AIG Edison Life Insurance Company Japan and Other 2,753 American Life Insurance Company 2,027 American Int'l Assurance Co. (Bermuda) Limited Asia 1,921 1,471 Other Foreign Total Foreign 4,674 4,674 Total Life Insurance 8: Retirement Services 6,900 6,900 Aircraft Leasing 625 625 Capital Markets 183 183 Consumer Finance 180 180 20 20 1,008 1,008 759 759 759 1,406 1406 1406 376 1,176 1,176 Financial Services Other Total Financial Services 625 183 180 20 Asset Management Spread-based Investment Business Institutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management Total Pretax Segment Operating Income Other IEliminations Consolidated Pretax Operating Income 376 376 2,541 2,541 18,960 18,960 -1,581 -1,581 17,379 17,379 14,315 Weighted Average Stand-alone Rating 4,645 * Mortgage Guaranty weighted based on earnings in prior-year period 14 v. 2.0 rev 7/13/07 S f AIG's Sub - Mort E , Ch ($ Mil.) Business unit Consumer Finance (American General Finance) Mortgage Guaranty (United Guaranty) Insurance investments (mostly Domestic Life & Retirement Services) Capital Markets (AIGFP)* Type of exposure Subprime & non-prime mortgage loans receivable Subprime & non-prime mortgage loans insured & Writed Est pretax chgs thru 1/5 in 402007 Actual pretax chgs thru 1/5 in 402007 Est Unreal deprec to SE at 9/30/2007 unreal deprec to SE in 402007 Actual unreal deprec to SE in 402007 Pretax opinc 2007 Pretax opinc 9,400 171 668 8,400 -637 328 1,989 3,240 -10,557 -873 2007 2006 8,943 21,687 Amount at 9/30/2007 Subprime & Alt-A RMBS Subprime exposed cash COOs Subprime exposed super-senior CDS Subprime exposed cash COOs Pretax chgs thru 1/5 9M2007 51,900 234 63,000 3,500 Consolidated results Shareholders; equity Pretax operating income * Capital Markets loss in 2006 pertains to hedges that did not qualify for hedge accountmg. -271 -3,500 -2,630 -352 -8,000 -11,120 -643 -2,200 9/30/2007 104,067 15 -2,600 -2,540 Est Actual 12131/2007 97-99,000 12131/2007 95,801 2006 v. 2.0 rev 7/13/07 Banking RMBS/CDO Stress Test Applied to AIG ($ mIns) AIG RMBS net realized loss thru Sep. 2007 RMBS unreal. deprec. thru Sep. 2007 Incr. RMBS deprec in 4007 Total after-tax RMBS mark Pretax equivalent of RMBS mark Pretax OTTI loss in 4007 Est. as of 11-Feb-08 After tax Pretax -176 -2,200 -2,600 -4,976 -7,655 -3,500 Reported as of YE 2007 After tax Pretax -176 -2,200 -2,540 -4,916 -3, < Moody's calc of tax effect Pretax CDS mark reported thru Sep. 2007 Incr. pretax CDS mark in 4007 Actual & est. pretax mark thru YE 2007 AIG Financial Highlights Pretax income Shareholders' equity 2007 8,943 101,677 2006 21,687 95,801 16 Mark thru YE 2007 % of 2007 2006 -249% -103% -22% -23% Potential Add'i Mark % of 2007 2006 -81% -33% -7% -8% v. 2.0 rev 7/13/07 Description of AIG's Subprime Mortgage Exposures Information as of September 30, 2007 (1) American General Finance (AGF) • • • • • • Provides first- and second-lien mortgage loans to borrowers through a network of over 1,500 branches in the US; in business more than 50 years Tracks more than 350 local real estate markets; deliberately slowed business growth in several markets over the past couple of years Consumer Finance adjusted pretax operating income fell to $80 mIn in 3Q07 from $220 mIn in 3Q06 based on lower origination volumes and increased allowance for loan losses Delinquencies and charge-offs remain acceptable - below target bands 87% of loans are fixed rate; adjustable-rate loans are qualified on a fully-indexed and amortizing basis; no option ARMs Total real estate portfolio $19.5 bIn (avg LTV 80%), consisting of $9.8 bIn prime (FICO> 660, avg LTV 84%), $3.3 bIn non-prime (FICO 620-660, avg LTV 80%), $6.1 bIn subprime (FICO < 620, avg LTV 75%), and $0.3 bIn other (2) United Guaranty (UGC) • • • • • • • Insures primarily high-quality, high-LTV first- and second-lien mortgage loans; established 1963 Mortgage Guaranty pretax operating loss of $216 mIn in 3Q07 versus a positive $85 mIn in 3Q06 Company projects further pretax operating losses of about $291 mIn in 4Q07 and $459 mIn in 2008, returning to a positive $294 mIn in 2009 and $635 mIn in 2010 Delinquency rates are rising but are consistently below industry averages Second-lien mortgages accounted for just 13% of net risk in force at the end of 3Q07 but they produced 59% of losses in 3Q07 Starting in 2006, UGC has re-engineered its second-lien product and tightened underwriting standards on its first-lien product; company is raising rates as well Total real estate portfolio $28.2 bIn, consisting of $19.8 bIn prime (FICO> 660), $6.0 bIn non-prime (FICO 620-660), and $2.4 bIn subprime (FICO < 620) (3) RMBS portfolio held by insurance companies (mostly Domestic Life operations) • • • • • • Total RMBS portfolio $93.1 bIn or about 11 % of AIG's total invested assets Subprime portion is $25.9 bIn, of which about 85% is rated Aaa, 13% Aa, 2% A and 0.1 % below A AIG focuses on relatively short-term RMBS with early prepay characteristics; weighted average expected life of portfolio is 3.9 years LTV of underlying mortgages averages about 80% Company focuses on pools with strong originators and has avoided higher-risk collateral, such as 80/20 (piggy-back) loans and option ARMs AIG's RMBS portfolio accounted for realized losses of $176 mIn and unrealized investment depreciation of $1.6 bIn during 3Q07 (4) Cash CDOs at insurance companies • • Moderate exposure of $234 mIn Company has focused on strong originators (5) Super-senior CDS written by AIG Financial Products Corp. (AIGFP) • • AIGFP has written super-senior CDS since 1998 AIGFP's total notional book of super-senior CDS amounts to $513 bIn, with underlying collateral consisting of corporate loans ($294 bIn), non-US residential mortgages ($141 bIn), multi-sector CD Os with no subprime content ($15 bIn) and multi-sector CD Os with subprime content ($63 bIn) 17 v. 2.0 rev 7/13/07 • • • • • The $63 bIn portfolio (104 deals) with subprime content includes (a) $44 bIn (45 deals) with mainly Aaa and Aa collateral (high-grade), average attachment point 15% with 41 % of the 15% subordination rated Aaa; and (b) $19 bIn (59 deals) with mainly Baa collateral (mezzanine), average attachment point 36% with 38% of the 36% subordination rated Aaa AIGFP stopped committing to super-senior CDS with subprime collateral in December 2005 Company models each deal to produce zero expected loss even when underlying obligors are subjected to recessionary conditions for the life of the deal AIGFP used the Binomial Expansion Technique (BET) to value this portfolio in 3Q07, resulting in a $352 mln valuation loss recognized during the quarter and an estimated incremental $550 mIn incurred during October 2007 Company still expects to make no payments on this portfolio (6) Cash CDOs at AIGFP • • • AIGFP holds $3.5 bIn (68 deals) of multi-sector cash CD Os with subprime content; nearly all rated Aaa; 4 deals totaling $37 mln are rated Aa This portfolio includes $1.1 bIn with high-grade collateral and $2.4 bIn with mezzanine collateral As with the CDS portfolio, AIGFP has modest exposure to 2006 and 2007 vintage subprime mortgages 18 v. 2.0 rev 7/13/07 Notes from 4Q07 pre-earnings call with AIG February 27, 2008 AIG participants Steve Bensinger, CFO Bill Dooley, SVP - Financial Services Elias Habayeb, CFO - Financial Services Kevin McGinn, Chief Credit Officer Teri Watson, Rating Agency Relations Moody's participants Bruce Ballentine Laura Bazer Wally Enman Shachar Gonen Sarah Hibler Robert Riegel MaxZormelo 4Q07 results AIG phoned us on Feb. 27 with 4Q07 results (announced after the market closed on Feb. 28), which included an $11.12 bIn pretax unrealized market valuation loss on super-senior CDS, versus a preliminary estimate of $8 bIn pretax given to us by the company on Feb. 11. Adding the $11.12 bIn to the $0.35 bIn booked in 3Q07 brings the total for the year to $11.47 bIn pretax ($7.46 bIn after tax). AIG walked us through its CDS valuation process as of YE 2007 (see below), which incorporates dealer quotes on about $60 bIn of its $78 bIn notional CDS exposure to multi-sector CDOs. Other aspects of the 4Q07 results did not change materially from the Feb. 11 estimates, including (i) a $3.27 bIn pretax ($2.13 bIn after tax) OTT! charge related to investments at the insurance subsidiaries and AIGFP, mainly subprime related; and (ii) a $2.54 bIn (after tax) decline in AOCI for unrealized depreciation on investments, mainly subprime related. 2007 results Adjusted net income for the year 2007, which includes the unrealized market valuation loss on CDS but excludes net realized capital losses, was $9.31 bIn. Net income for the year was $6.20 bIn. Shareholders' equity at YE 2007 was $95.80 bIn, versus $101.68 bIn at YE 2006 and $104.07 bIn at Sept. 30,2007. The decline in equity during 2007 mainly reflects the $6.20 bIn of net income offset by a $5.71 bIn decline in unrealized appreciation on investments along with about $5 bIn worth of shares repurchased. AIG has suspended its share repurchase program. AIGFP's valuation of super-senior CDS on multi-sector CDOs The increase in the pretax unrealized market valuation loss (MTM loss) on super-senior CDS - from a preliminary estimate of $8 bIn on Feb. 11 to a final amount of about $11.12 bIn - was driven by continuing modifications to the valuation process. When reporting its 3Q07 results, AIG announced an MTM loss of $352 mIn incurred during 3Q07, plus an incremental MTM loss of $550 mIn incurred during Oct. 2007. These market values were based mainly on the Binomial Expansion Technique (BET). In early Dec. 2007, the company announced an incremental MTM loss of $500-700 mIn incurred during Nov. 2007. The Nov. 2007 estimate was based on a revised approach that considered both the BET as well as dealer quotes on cash instruments in the underlying collateral pools. The valuation based on dealer quotes involved the estimation of a gross MTM loss which was then offset by the benefits of (i) structural mitigants (cash flow diversion features), and (ii) the spread differential (negative basis) typically observed between cash instruments and derivatives on similar risks. On Feb. 11,2008, AIG filed an 8-K revealing the components of its cumulative MTM loss as of the end of Nov. 2007, as follows: gross amount of $5.96 bIn, less structural mitigants of $0.73 bIn, less negative basis adjustment of $3.63 bIn, for 19 v. 2.0 rev 7/13/07 a net amount of $1.60 bIn. AIG announced that it could no longer recognize the negative basis adjustment because this benefit could no longer be observed in the market (because of the lack of trading activity). AIG also announced that its auditors had determined that the company had a material weakness with regard to its CDS valuation process. At that time, AIG gave us a preliminary estimate of an $8 bIn MTM loss on its super-senior CDS portfolio during 4Q07. By the time of its earnings announcement at the end of Feb., this MTM loss had increased to $11.12 bIn, reflecting further modifications to the valuation process, including giving greater weight to dealer quotes. The main modifications were as follows: 1. In applying the BET, AIG capped the values of securities in the underlying collateral pools at 95% of par. (This change accounted for about $1 bIn of incremental MTM loss.) 2. AIG then compared the revised BET modeled values to dealer quotes for each CDS transaction, and selected market values according to the following rules: (These changes accounted for about $2 bIn of incremental MTM loss.) • If the BET value was lower than the dealer quote, then AIG used the BET value; • If the BET value was higher than the dealer quote but within a reasonable bid/offer range (defined as 10 points), then AIG used the average of the BET value and the dealer quote; • If the BET value was higher than the dealer quote by more than 10 points and the valuation of the various tranches was internally consistent, then AIG used the dealer quote; • If the BET value was higher than the dealer quote by more than 10 points and the valuation of the various tranches was internally inconsistent (e.g., the super-senior tranche valued below the actual or implied value of a more junior tranche), then AIG used an "equilibrium" value that was no higher than that of the tranche immediately below super-senior. AIG typically received quotes from just one or two dealers - the deal sponsor and the CDS counterparty. In many cases these were the same entity, so that AIG received just one quote. AIG indicated that a "worst-case" valuation policy, that took the lower of the BET value or dealer quote in all instances, would have resulted in a MTM loss of about $13 bIn rather than the $11.12 bIn recorded for 4Q07. AIG also noted that if the super-senior CDS portfolio were valued under accrual accounting (in accordance with FAS 5), the company would have recorded no losses to date, because such losses are not yet probable or reasonably estimable. AIGFP management change AIG told us about a pending management change at AIGFP. Joe Cassano, a founding member of AIGFP and CEO for many years, will relinquish his management role in March 2008 and serve on a consulting basis through the year 2008. Bill Dooley, AIG's SVP of Financial Services, will serve as interim CEO of AIGFP. (Notes by BB, WE) 20 v. 2.0 rev 7/13/07 Draft Liquidity Risk Assessment: AIG Funding, Inc. AIG Funding, Inc. has a Prime-1 rating on its $7 billion (authorized) commercial paper program, based on the unconditional and irrevocable guarantee from the parent company, American International Group, Inc. (NYSE: AIG senior unsecured debt rating Aa2, short -term issuer rating Prime-1, stable outlook). AIG is a global multi -line insurance and financial services organization with a strong position in domestic and international markets. AIG Funding, a whollyowned finance subsidiary, uses commercial paper to meet the short-term cash needs of AIG and certain subsidiaries. AIG's liquidity is supported by dividends from diverse operating subsidiaries and by external and intercompany credit facilities. As a holding company, AIG's main source of cash is dividends from a range of insurance and non-insurance operating subsidiaries. The insurance subsidiaries generate cash from operations and also carry substantial balances of cash, shortterm investments and other liquid securities, a portion of which could be used to fund dividend payments (subject to regulatory limits) or other advances to the parent. Although Moody's gives some credit for dividends and loans available from insurance subsidiaries to the holding company, we recognize that the actions of insurance regulators during a time of stress could create a delay or uncertainty in accessing such sources. Largely as a result of insurance regulations, approximately 90% of AIG's consolidated shareholders' equity was restricted from immediate transfer to the parent company as of year-end 2006. This suggests that, barring a major disruption, the parent had access to approximately $10.2 billion (10% of year-end 2006 equity) from its subsidiaries during 2007. We expect that the subsidiary dividend capacity would remain at a similar level as of year-end 2007. AIG and AIG Funding are parties to two syndicated bank facilities totaling $3.75 billion, primarily to back commercial paper. These facilities include a $2.125 billion 364-day revolver expiring in July 2008 (with a one-year term-out option) and a $1.625 billion five-year revolver expiring in July 2011. AIG and AIG Funding also share a $3.2 billion 364-day bank facility expiring in December 2008 (with a one-year term-out option) which allows for the issuance of letters of credit with terms of up to eight years. As of December 31, 2007, a majority of this facility was used for letters of credit, with the remaining $210 million available to back commercial paper. Borrowings by AIG Funding under these facilities are guaranteed by AIG. None of these facilities has a material adverse change clause as a condition to borrowing. Finally, AIG has a $5.335 billion intercompany 364-day credit facility provided by certain of its insurance subsidiaries, expiring in September 2008 (with a one-year term-out option). In addition to its guarantee of AIG Funding debt, AIG guarantees the debt and counterparty obligations of certain subsidiaries, most notably AIG Financial Products Corp. and related entities, and American General Corporation. AIG also provides support agreements to several insurance subsidiaries. These arrangements represent contingent liquidity risk to the holding company. Moody's views the risk as manageable in light of the sound internal liquidity management at these operations. In evaluating AIG's liquidity profile, Moody's also considers the company's ownership of non-guaranteed subsidiaries, including International Lease Finance Corporation (lLFC) and American General Finance Corporation (AGF). Each of these firms maintains its own sources of primary and secondary liquidity. For additional information, please see Moody's separate liquidity opinions on ILFC and AGF. For the quarter ended December 31, 2007, AIG Funding had average commercial paper outstandings of approximately $5.6 billion, maximum outstandings of $6.6 billion, and quarter-end outstandings of $4.2 billion. A portion of this borrowing represents a fairly stable component of the parent company's funding. The remainder is used to fund relatively liquid assets within AIG's Financial Services segment. 21 v. 2.0 rev 7/13/07 AIG Financial Leverage and Fixed-Charge Coverage Leverage and Coverage Adjustments Company: American International Group, Inc. Financial Leverale Unadjusted debt ( mil) Adjusted debt ($ mil) Unadjusted equity ($ mil) Adjusted equity & minority interest ($ mil) Unadjusted debt % capital Adjusted debt % capital Earnings Coverage of Interest & Prfrd Divs Unadjusted EBIT ($ mil) Adjusted EBIT ($ mil) Unadjusted interest & preferred dividends ($ mil) Adjusted interest & preferred dividends ($ mil) Unadjusted earnings coverage (x) Adjusted earnings coverage (x) Adjusted earnings coverage (x) - 5-yr avg Dividend Ca~acity Coverage of Int & Prfrd Divs Portion of equity not immediately available (%) Unrestricted subsidiary dividend capacity ($ mil) Unadjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) - 5-yr avg Goodwill Ex~osure Goodwill ($ mil) Goodwill % equity Balance Sheet In~uts ($ mil) Total assets Unadjusted debt Operating debt Financial debt Minority interest Unadjusted equity "Yes" if life investments> 50% total investments Net unrealized investment appreciation Income Statement In~uts ($ mil) Total revenue Unadjusted interest expense Operating interest expense Financial interest expense Income tax expense Minority interest expense Net income Preferred dividends Revised 2007 2007 2006 2005 2004 2003 176,049 23,805 95,801 106,205 64.8% 176,049 28,489 95,801 106,205 64.8% 148,679 21,755 101,677 99,372 59.4% 109,849 15,352 86,317 82,367 56.0% 96,899 14,191 79,673 73,600 54.9% 80,349 12,832 69,230 63,147 53.7% 18,631 10,527 9,688 1,625 1.9x 18,631 10,527 9,688 1,625 1.9x 28,672 22,781 6,951 1,112 4.1x 20,886 15,910 5,673 758 3.7x 19,128 15,276 4,427 638 4.3x 16,135 12,493 4,219 638 3.8x 81% 18,202 1.9x 81% 18,202 1.9x 90% 10,168 1.5x 89% 9,495 1.7x 89% 8,764 2.0x 89% 7,615 1.8x 9,414 9,414 8,628 8,093 m:~r~ ~;~o/~ )~i9% m:4r~ 8,556 )Qmr~ 11@% 1,072,105 176,049 153,433 22,616 10,422 95,801 Yes 4,375 1,072,105 176,049 148,749 27,300 10,422 95,801 Yes 4,375 979,410 148,679 132,104 16,575 7,778 101,677 Yes 10,083 853,051 109,849 99,486 10,363 5,124 86,317 Yes 8,348 801,007 96,899 87,570 9,329 4,831 79,673 Yes 10,326 675,602 80,349 72,088 8,261 3,547 69,230 Yes 9,071 110,064 9,688 8,361 1,327 1,455 1,288 6,200 0 110,064 9,688 8,361 1,327 1,455 1,288 6,200 0 113,387 6,951 6,110 841 6,537 1,136 14,048 0 108,905 5,673 5,175 498 4,258 478 10,477 0 97,666 4,427 4,041 386 4,407 455 9,839 0 79,421 4,219 3,817 402 3,556 252 8,108 0 22 7,619 v. 2.0 rev 7/13/07 Leverage and Coverage Adjustments Company: American International Group, Inc. Revised 2007 Pension Adjustments {$ mil} Assumed borrowing rate (%) Assumed tax rate (%) Projected benefit obligation (end of year) Fair value of plan assets (end of year) Pension asset recorded Pension liability recorded Debt adjustment Shareholders' equity adjustment Interest expense adjustment Lease Adjustments {$ mil} Assumed debt multiplier (x) Rent expense Debt adjustment Interest expense adjustment EBIT adjustment Other Adjustments ($ mil) Hybrid securities #1 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Hybrid securities #2 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Lloyd's LOCS 2007 2006 2005 2004 2003 4,901 4,901 5% 35% 4,657 4,481 3,260 703 807 1,221 -726 61 4,126 2,871 523 888 1,255 -579 63 3,950 2,715 566 941 1,235 -559 62 771 4,626 257 257 771 4,626 257 257 6x 657 3,942 219 219 597 3,582 199 199 568 3,408 189 189 524 3,144 175 175 100 Mezzanine A 100 0 5,809 Debt D 1,452 4,357 100 Mezzanine A 100 0 5,809 Debt D 1,452 4,357 191 Mezzanine A 191 0 186 Mezzanine A 186 0 199 Mezzanine A 199 0 192 Mezzanine A 192 0 14,267 874 65,447 67,881 -545 5,409 100 153,433 14,267 874 65,447 67,881 -545 725 100 148,749 5,468 72 67,048 59,277 -459 598 100 132,104 0 0 47,274 52,272 -474 314 100 99,486 0 0 41,614 45,736 -180 300 100 87,570 0 0 32,941 38,990 -181 238 100 72,088 O~erating Debt Detail ($ mil) MIP matched notes and bonds payable Series AIGFP matched notes and bonds payable AIG-guaranteed borrowings of AIGFP Non-guaranteed borrowings of fin svcs, invest & other Less borrowings of insurance operations CP issued by AIG Funding on behalf of AI Credit et al. Hybrid securities issued by ILFC Total operating debt 23 v. 2.0 rev 7/13/07 AIG Financial Highlights (from Company Profile) YTD 9/30107 2006 2005 2004 2003 2002 General Insurance Gross Premiums Written Net Premiums Written Net Investment Income Pretax Operating Income Loss Ratio (%) Expense Ratio (%) Combined Ratio (%) 45,754 36,068 4,585 8,511 64.3% 24.0% 88.3% 56,280 44,866 5,696 10,412 64.6% 24.5% 89.1% 52,725 41,872 4,031 2,315 81.1% 23.6% 104.7% 52,046 40,623 3,196 3,177 78.8% 21.5% 100.3% 46,938 35,031 2,566 4,502 73.1% 19.6% 92.7% 36,678 26,718 2,350 923 83.1% 21.8% 104.9% Life Insurance & Retirement Services GAAP Premiums Net Investment Income Pretax Operating Income 24,895 16,468 6,900 30,636 19,439 10,032 29,400 18,134 8,904 28,088 15,269 7,925 23,496 12,942 6,929 20,694 11,243 5,258 7,109 1,008 8,010 524 10,525 4,276 7,495 2,180 6,242 1,182 6,822 2,125 5,721 2,541 5,814 2,346 5,325 2,253 4,714 2,125 3,651 1,316 3,467 1,125 91,631 17,379 11,492 1,072,105 176,185 104,067 113,194 21,687 14,048 979,414 148,679 101,677 108,905 15,213 10,477 853,051 109,849 86,317 97,666 14,845 9,839 801,007 96,899 79,673 79,421 11,907 8,108 675,602 80,349 69,230 66,171 7,808 5,729 561,131 71,010 58,303 ($ Mil.) Financial Services Revenues Pretax Operating Income Asset Management Revenues Pretax Operating Income AIG Consolidated Total Revenues Pretax Operating Income Net Income Total Assets Total Debt Shareholders' Equity 24 v. 2.0 rev 7/13/07 AIG Segment Detail (from Company Profile) (SMil.) YTD 9/30107 YTD 9/30106 2006 2005 2004 38,589 40,337 7,109 5,721 -125 91,631 36,438 37,303 5,923 3,647 68 83,379 49,206 50,163 8,010 5,814 113,194 45,174 47,376 10,525 5,325 505 108,905 41,961 43,402 7,495 4,714 94 97,666 5,662 508 252 -289 4,322 427 352 5,985 589 432 -646 -39 195 777 282 357 301 328 363 399 Revenues General Insurance Life Insurance 8: Retirement Services Financial Services Asset Management Other IEliminations Consolidated Revenues Pretax Operatmg Income General Insurance Domestic Brokerage Group Transatlantic Holdings, Inc_ Personal Lines Mortgage Guaranty 6,133 5,402 7,334 -127 1,815 2,415 3,088 2,427 1,344 Other I Eliminations 2,383 -5 2 -10 15 18 Total General Insurance 8,511 7,819 10,412 2,315 3,177 Total Domestic Total Foreign Life Insurance 8: Retirement Services Domestic Life Insurance 774 862 917 1,495 1,023 Domestic Retirement Services 1,452 1,588 2,323 2,164 2,054 Total Domestic 2,226 2,450 3,240 3,659 3,077 2,393 Japan and Other 2,753 2,946 3,732 2,959 Asia Total Foreign 1,921 2,087 3,060 2,286 2,455 4,674 5,033 6,792 5,245 4,848 Total Life Insurance 8: Retirement Services 6,900 7,483 10,032 8,904 7,925 625 421 639 679 642 Capital Markets 183 -457 -873 2,661 662 Consumer Finance 180 529 876 786 20 48 761 -3 60 90 1,008 541 524 4,276 2,180 759 467 947 1,185 1,328 1,406 721 1,031 686 515 Financial Services Aircraft Leasing Other Total Financial Services Asset Management Spread-based Investment Business Institutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management Other IEliminations Consolidated Pretax Operating Income 376 257 368 382 282 2,541 1,445 2,346 2,253 2,125 -1,581 -953 -1,627 -2,535 -562 17,379 16,335 21,687 15,213 14,845 25 v. 2.0 rev 7/13/07 AIGFP Five-year Cash Profile as of Dec. 31, 2007 FIVE-YEAR CASH PROFILE Assumptions for Base Case Cash Profile • All derivatives. liability and asset flows as of December 31. 2007. • All contingent liability payouts assutlling earliest possible payout dates (see Sumlllary Table 011 page 2). • No ability to access the capital markets for funding, • Additional liquidity from selling liquid portfolio securities (with mark-to-Illarket and 3 % (non-COO) and 50% (COO) haircut) and from refinancing (with 500/~) haircut) CBO securities put to AIG-FP in connection WiUl assumed contingent liability payouts (see Summary Table on page l 2). 26 v. 2.0 rev 7/13/07 SUMMARY TABLE CONTINGENT LIABILITIES AND ADDITIONAL LIQUIDITY (USD OOO~s) Comh:lg+.!nt DATE I Aircraft Fa(:mt!~H); 12!31!(j7 ·1'12.iC,,9 102008 2C!200B 3C!200B 40200S 102009 20.2009 302009 402009 1C!201 I) 20201 [) ~~0201 0 402010 102011 202011 :302011 402011 102012 2C!2012 302012 402012 TOTAL <." ee ;:,:otes 'l.' (1) (I (.27~O75) (I C27~(175) CB02il-] PWs(2:1 G (35,<A13) ':2!~l3,755) (I ,:242,928) (38,205) 28,240 ;58,O@) 33/3713 (13,52S) 2Gl,531 0 {2.34~:173) 77A42 (227,01%) ;70,4"S4:1 88,403 58,303 0 1~.2~~~292) (\ (I (I ° (I (I 0 0 °° (\ (I (0) 011 U~ibjHtkl:s (4~~180) (941 ) 76~758 6,708 11,292 (38,421 ) (925,194) Uabmty Total MUitary Portfolio HQusing(3) .ASSf'IS (·ll 0 (12,260) 138,128) 112,21;~0) eM,S7B) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (97,526) page ""!. UK PmfeH'&d Shares (5) n 19,170,757 3,87608.(1 r15~329) 3~B47!774 (I 1)31,138.3) (282264) 3~256~H9:5 I) 117,582 464,800 70,992 404,7133 18,730 1,025,957 e,G.OJl I} (:rlOK~) 4,949 (5\1069) 38'c(f16 (13525) 29;531 I} 23)048)1938 3 H4f fT4 3)2Se)!9!}5 117,582 464,800 70);19.2 404,7rB3 18,730 1,025,957 .8e,071 10Y1B 0 906)27.2 (I f'" (I 10,305 0 I} I} (I I) I} {284~.373) 10,1q~, () (149J318) (70A54) 88AG:3 0 906!272 0 lC],:}.!)S 0 fJ06 562 67!268 10,549 I} 56c3G~3 (43800) (941) 78]58 8]08 11292 (36A21) (1 ,1)2Z' ,720) Cl..mmliHhi+.! Net Asset Total Lhlllldity j j 2:1048,,8.:38 268W,2S3 29,744,~95 2~J,.57~~ J314 29.971,331 ~~O.:O47.!.272 80 . 89S.!965 30 444,:m 3104%,8.03 31,572,405 :31.:14B,22~1 ~~ 1. 1@gml ~nt\M,42"~ 32122,8.32 3212&,440 :32,1 &S,060 :33,090,6:81 ~~3.:2:?~4.}' 07 () I) () I} g06,S6.2 'B7 2'oH 10,549 0 I) (; 321 . 263.!.257 10,457 '30,:383.933 (I 10,457 34.260.1)14 3:1.2:I1.!.~94 1,876,080 1 I} J ~~3.:2S1.!965 2 27 v. 2.0 rev 7/13/07 r-- :;::: (Y) :::: ;::: ,. O.J H 0 N ;; UJ - ...J U. oc: a. ::I: en <J: o w en <t u w 00 N en <.( OJ c~ i!~) = = = .;:::::- = .;:::::i!~) (=~ <:::> ~, ~::::;-~ ~:=:.t ~.:=:) 0' <=> <=> .=. . <:::> <:::> ~=i "'"-:t" 0J <:~ C-"1o = ~:.~ ~~~ c:. ~ c.~ i!~) ~ ~~) e;. <:=, <:=, '.~ ~.:=:) ~.:=:) C.;. C.;. ~=~ ~=~ C~ = C ~, i!~) C) ~~~, q.~,~ ~,~ {~~ c:;. c:;. ~2t i!~) ~.:=:) = .;:::::- c:. ~=~ ~~~. c.'::, q = .;:::::- c:;. c:;. <:=, C,'~ =~ c.;. q . '.~ 1:=;':- <:=, .0 .0 ~=~ e;. e;. C) {~~ gg8g~~~:8 <=> <:::> c' cd .:.:;.i' "'I:'!f" 0J 0J 0J 0J ('"~ ~~) ('"~ ,~::6' -:.t.-::" ~ .~ ~ ~ 0J (:::> ~=~ ~=~ ~'::> ~ = = c.:" cO" .:.:;.i' """f" c . ..j ~~~. c.;. c:. ~'::> q '.~ = .0 C-U """f" COLLATERAL OR CASH PAYMENT REQUIREMENTS RESULTING FROM AIG DOWNGRADE usn millions A 1(; l)o;Yngraded Obligations Unth:r InY('stuwnt Contracts '[0 Aa3fAA- (by' ont: or both Agencit~~) A IIA+ (hy 011(: or both Agencies) () hti gal ions Under ()ther (~u mula1i\t, ()bJigatinns 1.63 592 j'="", ..... 6JB9 2275 (]-t-:'l' !o ")'14' ....). ": 6 . 202 2,867 9J)69 I,)) The Cash Profile graphs on the folll)"l,ving t\VO pages h~tve been adjusted to rdl:~d the (:<)n;~ter;.d and ~:a;-;h re.qnirt'nwms quantifb.l ;'tbo'.,.e (b<Jth Ih(~ "immei..hat(~ Inss of liquidity du(:' lO HK~tn(~~;f of assnmedd!)\vngr;.Klt~, ,md i~llpn)v(~d hrp. udity oY;::~r tinwas n;dlaterilljsn:~lurtled in ((Hull:~(h()n with s(:l1(~dukd n,:~pi'.tynK~nb ulhkr hl""'qult'tH Cnntr'l"ls Sllb; ..,",t In'u"'h n:'IVIF' 11'11' nt·"~ " '( lo....... .•.' • . . ' « \.., YJ1o...I..... . :;.. .... 1.... .(., > I. lo... I••• '".• . ::-. !". 4 29 v. 2.0 rev 7/13/07 CASH PROFILE BASE CASE WITH OBLIGATIONS RESULTING FROM AIG DOWNGRADE TO Aa3/AA- 34:CC(J,O:::-O,OJO :32,('CO,oJ'.!,('oo JO,!))':),OCO,OOO 28,(.co,OX'J'(oO 2:6:0)J.c(o.c~JO 24:0))CCO,C~JO 22,CCO:WJ,CtJo 2.'iJ,o)JCOJ,OJO 18,CCO,o:Or.JJO 16:(}J.J,OYJ,OJO 14:CC(J,O:::-O,OJO 12mJ,CCO,c'()O 10,('(O,oJ),(00 f!,,!))':),OCO,OOO 6:o)J.cOJ.c~JO 4,(.(0,0):),(00 2:o)J.cOJ.c~JO o (2,WJCCO,C,()OI +1"'• • ·"'.·.· "'· · ·"'· · ·"'·±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±±+± (4,(}J.J,oYJ,coO) ~.:F/';'· ..•.;::.:;;. ,~~::;c ~...~~~~, ~>:t';> ,~,<~ ~;;::~' .~:~:~t ..~~~) ~"",:> '~...." , .,,;\.(·L\ <' ..... :?F~ ". " <,._,,1:<fl>-j -,.,:;,>i$' .::;;~. ,-,. »"::. <. I/': ",,1/: ,.;:1;"" ~,--,_·t.'f·" ,..,.:."" ~ -:.:;.... ~ ......:......., ,~,~::; . .'''..,:.. ;;:/' -::/"' ~~~/' '~I.;::; " ,)0, ,~ ~l·· ,~ ." ~ , ......... .;\ ~_./,~'j}~;;.,,;?i' .~j~:' ,;~ ~;--..~. ", ., 'cj;~')~lf'~';" -'Y 5 30 v. 2.0 rev 7/13/07 CASH PROFILE BASE CASE WITH OBLIGATIONS RESULTING FROM AIG DOWNGRADE TO A+IA 1 34.000,000,000 ~Q, 000 ,000 ,000 3D. 000,000 ,ODD 28, NJO ,000 ,000 26.000,000,000 24: 000,000 ,000 22.000,000,000 (.\J: 000 ,000 ,000 1So 000,000 ,000 16:000,000,000 14,000,000,000 12: 001),000 .000 10. (lOO,OOO ,000 .e: 001),000 ,000 6. (lOO,OOO ,000 4.000,000,000 2.000,(1)0,000 (J (2.000,01)0,000 (4:000:000,000 .;:~..,,:S"1 "':','i~"''; "":"-,~: ~, "Ci"<+,ft'"i'fi:Cif''P'', ·,:.,0{ =",";""~:' . . . ~~i~ ':1 .-/"'~~\ _" ,..,?':~2/" ""')"'r"~ I ,', . :~<:;~+/> .~i-.;f2'i:' . ~:. :.\/?:.:~,Iy,1"iI c>"i" J"<.~~) .'. -,...~?: ,\'X C\;;i\~'~~'f ,.. .-.,~~;>'·f' . ~~~>:~ ~'I ,..;~./:~'f<' , . . >'Y~ ~ ,:,t~ ......~~'.'~'. 6 31 v. 2.0 rev 7/13/07 ~'f ~ :;c "Y." 1'"; \ ••,1 ...\~. ::;: ,5 .,;...~ A:. UJ W I- o Z ~ .c ~;:. o;-j "', :::: .:: American IntJ£lHlatilicmal Group. Inc, COllsoJ:iciated Balance! 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Re,'E'nu:f's and IUeOIllf' Graphs T"rf'h:~ lI011f.h~ End.ed Dfe~lIlbu ..~~.~~.~ ll~ :2007 ~,:1::al~:gem~~t . 5.8~;; • ,.. .~I i~;:\~·:J.;:'·~'J:.-:e :::~ K:etirem~2~t :;;·",n'"c:~" ~HF:~ f >:)l'!ign C~·:ue~·,:;.1 b"m;;;Il;~e l2.l% hu.~ome BeforE> Income T aXE>S and I\Iiuority ... lutel'E'st Fco·eign:LiIe ..~:.;:~et i'J.:U:;'J:gern!e:::=.:t fuc':::r<::,1;::e· & 15 .()~:~ R:etuem.~l,t D:;).:l~;:::;ti~ (~n~l'~;l III~'":1··:8''C.''' j·l9":; Reti;;~l:tt L SH,:i·ce:;; f~~~~~n ·G·~~~~1·31 F:Da,,·~:,~:: ·:JPE",~ji:,."g SerA,:e:;; 10;;; -,"'13:::' ~:5.2 .:3)·~k· 36 v. 2.0 rev 7/13/07 FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Rationale for parent recommendation • During the past three quarters (4007 thru 2008), AIG's CDS and investment portfolios have produced realized and unrealized losses and unrealized investment depreciation totalling $59 bin pretax and $38 bin after taxes (table on pg 2). • AIG has not provided specific estimates of 3008 results but says that it is reasonable to expect that losses/writedowns on CDS and RMBS will be similar to those seen in 2008. • AIG's stock price has fallen about 80% YTD, including a steep decline in the past week, reflecting investor worries about incremental losses, liquidity demands and ownership dilution from an expected equity issuance. AIG's market-implied ratings, based on bonds and CDS, have fallen to the B range. • Per BlackRock's model, estimated economic losses on the CDS and RMBS portfolios are $15 bin pretax in the ected case and 0 bin in the stress case methodo outlined on • • • • • • 57-58,66). The stress case estimate is just over half of the pretax CDS and investment losses/writedowns recorded through 2008. Per Chris Mann's model, estimated economic losses on the CDS and RMBS portfolios are $3 bin pretax in the expected case and $12 bin pretax in the stress case (table on pg 3). AIG raised approximately $20 bin of capital ($7.5 bin common equity, $12.8 bin Basket D hybrids) during May 2008. The company has increased its consolidated cash and ST investments from $29 bin at YE 2006 to $82 bin as of June 30, 2008. Cash from operations has averaged $22 bin over the past three years. AIG is conducting a strategic and financial review that will likely include capital raising, asset sales, dividend reduction, securing additional sources of liquidity and reducing volatility and collateral needs in the CDS portfolio (plan outlined on pgs 51-66). AIG remains one of the world's largest and most diversified insurance firms, with leading market positions in many business lines and geographic regions. The composite scorecard (pg 9) suggests an overall IFSR of Aa2 (current) or Aa3 (stress cases), assuming that the CDS and RMBS exposures can be contained through the strategic/financial initiatives. A one-notch downgrade of the parent seems likely, regardless of the specific strategic/financial steps taken. This could expand the notching between most operating company IFSRs and the parent debt rating, reflecting (i) the AIGFP exposures guaranteed by the parent, and (ii) US mortgage market exposures that cut across various business units. The most pressing challenge for AIG is managing liquidity, as summarized in the table on pg 3. We believe that there is sufficient value in AIG's core insurance operations to attract the capital and other financing/solutions to meet short-term needs. Subsidiary sales will take longer but could further boost liquidity over the next several months. AIG CDS & Investment Related Losses/Writedowns ($ Bins) AIGFP super-senior CDS Unrealized market valuation losses AIG investments Realized capital losses Unrealized depreciation during quarter Total investment losses/writedowns Total CDS & investment losses/writedowns Pretax loss 1 Net loss AIG Consolidated Equity ($ Bins) Shareholders' equity Change in equity vs 9/30/2007 ($) Change in equity vs 9/30/2007 (%) 402007 Pretax After tax 102008 Pretax After tax 202008 Pretax After tax -11.1 -7.2 -9.1 -5.9 -5.6 -3.6 -25.8 -16.8 -2.6 -3.8 -6.4 -1.7 -2.5 -4.3 -6.1 -10.6 -16.7 -3.4 -6.8 -10.2 -6.1 -3.7 -9.8 -4.0 -2.6 -6.6 -14.8 -18.1 -32.9 -9.1 -12.0 -21.1 -17.6 -11.5 -25.8 -16.1 -15.3 -10.2 -58.6 -37.8 -8.4 -5.3 -11.3 -7.8 -8.8 -5.4 -28.5 -18.5 9/30/2007 104.1 12/31/2007 95.8 313112008 79.7 6/30/2008 78.1 -26.0 -25.0% AIG CDS & RMBS Portfolios Expected & stress case pretax losses modeled by BlackRock as of Sept. 9, 2008 Number of Base Case Losses ($ Bins) Transacs Notional Undisc Disc CDS 109 77.0 -5.6 -7.3 -7.3% -9.5% Loss % of notional RMBS (preliminary results) Loss % of par Totals Pretax After tax Par 66.0 Total CDS & RMBS estimated losses Stress Case Losses Undisc Disc -12.9 -15.6 -16.8% -20.3% -9.0 -13.6% -17.0 -25.8% -14.6 -29.9 NB: For CDS portfolio, discounted losses are greater than undiscounted because discount has greatest impact on positive cash flows in years 6-25. 2 of 66 AIG CDS-COO & RMBS Portfolios Expected & stress case pretax losses modeled by Chris Mann as of Sept. 13, 2009 Number of ($ Bins) Transacs CDS-COO with subprime content (data as of March 31, 2008) 178 Modeled portion 31 Loss % of notional Not modeled Notional 64.6 56.0 Expected Losses Stress Case Losses -0.7 -1.3% -8.6% -4.8 8.6 Par 75.3 RMBS (data as of Dec. 31, 2007) Modeled portion Loss % of par Not modeled 59.6 -1.8 -6.7 -3.0% -11.2% -2.5 -11.5 15.6 Total CDS-COO and RMBS estimated losses AIG Liquidity Analysis as of Sept. 15, 2008 ($ Bins) Liquidity needs Combined liquidity stress scenario two 1 AIGFP CDS with OC triggers" AIGFP contracts with early termination provisions" Sec lending full paydown 4 Total liquidity needs Liquidity sources Capital raise Dividend reduction Investment sales Financing of unencumbered assets Subsidiary sales (does not include ILFC) Subtotal from capital raise & asset sales AIGFP solutions to reduce/finance collateral Project Metropolis - insurance in lieu of muni collateral CDS hedging of positions, portfolio tranche Swapping of CDS reference obligations CDS financing arrangements Cost of AIGFP solutions Subtotal from AIGFP solutions Total liquidity sources Net liquidity availability 4 14.0 8.2 4.6 13.3 40.1 Sec lending analysis Liability as of 9/8/08 Cash in sec lending pool Other cash held by pool members TX FHLB loans ($6-8 bin by 9/30/08) Repos of gov'ts, agency pass-thrus, corporates Additional amount needed for full paydown Low 10.0 0.0 1.0 5.0 10.0 26.0 High 25.0 2.0 2.0 15.0 13.0 57.0 5.5 5.0 4.0 8.0 -5.0 17.5 43.5 5.5 10.0 8.0 16.0 -10.0 29.5 3.4 46.4 69.0 9.4 15.3 6.0 25.0 13.3 86.5 Key assumptions include no CP rollover; no access to capital markets; AIGFP incremental collateral postings of $13 bin related to rating downgrades plus $13 bin related to MV deterioration vs 6/30/08. " Assumes that all such transactions trigger immediately and are put to AIGFP, although some would likely take time to trigger. " Assumes that all such contracts terminate immediately, although some provide significant value to c'parties and would likely remain in place. 1 Rationale for OURS recommendation • The RMBS portfolio is mainly held by the DLiRS companies through their participation in the securities lending collateral pool. Realized capital losses (OTTI) of $5.2bn on this portfolio caused the combined RBC of the group to fall from 292% on 3/31/08 to 240% on 6/30/08 (including a $1 bn capital infusion). • RMBS OTTI losses are likely to rise in 3008, given widening of the marks to market since June, and $8bn of unrealized losses remaining on the portfolio. • AIG has committed to raising the combined RBC to 350% by YE 2008, and currently estimates that it will need $3bn-$8bn in capital infusions to reach that level in view of the company's "bright line" test for OTTI. • Securities lending collateral liabilities - a source of potential liquidity stress - amounted to $58bn in 2008 for the DLRS companies, versus a market value of $50.5bn, or almost $8bn below amortized cost. (NB: Total collateral liabilities for all AIG participants, incl. foreign & P&C subs were $75bn vs. roughly $60bn of fair value collateral assets at 6/30/08, per the 10-0.) Against that, there was just over $9bn of cash in the 3 of 66 • • • • pool plus $15bn held by the lifecos outside of the pool, leaving a gap of $31 bn in the event the pool had to be completely unwound. Recent AIG liquidity initiatives to cover the gap include: 1) the establishment of $6bn-$8bn in FHLB borrowing capacity for the Texas companies; and 2) identification, within the lifecos, of an estimated $25bn in repo capacity (i.e., on governments, agency pass-throughs and investment-grade corporates). This could possibly get the DLRS companies through a liquidity crisis temporarily, at the expense of group's core life insurance operations. Although AIG plans to raise additional equity and debt in the market, and is in the process of selling certain businesses (including its American General Life and Accident Ins. Co. subsidiary (AGLA) and a small employee benefits business), there is a high degree of uncertainty around the timing, execution, and proceeds that may be raised in the current environment. Given the more formidable potential collateral needs at AIGFP in the event of a downgrade of AIG's senior debt, there is uncertainty as to how much of the new capital raised may be contributed to the lifecos by YE 2008. Given continuing asset deterioration, liquidity concerns (albeit somewhat improved), and capital uncertainties for the lifecos, we recommend placing their ratings on review for possible downgrade. Rationale for other subsidiary recommendations • Explicitly supported ratings (R-Dn) should move with parent. • AIG Capital is notched off of AGF and ILFC (R-Dn), both of which receive rating uplift from AIG. • AIG Commercial Insurance, AIAB and parent-supported CP programs (Negative outlook) would likely move only if the parent dropped to A3, which seems less likely than A 1 or A2. • AIG Edison and ALI CO (R-Dn) could move if the parent dropped to A2. • AIGGI Taiwan (R-Dn) depends on AIG for rating uplift. • AIG UK's stand-alone IFSR (R-Dn) is a weak Aa3. A reduction in the financial flexibility score (last published as Aa 1) would push the stand-alone IFSR to A 1. • TRH (R-Dn) depends on AIG for rating uplift. • UGC (R-Dn) benefits from parental support and faces its own challenges in the mortgage market. September 15, 2008 Current & Recommended Ratings on AIG Subsidiaries Explicitly supported ratings AIG Capital Trusts I & II AIG Financial Products Corp. & subsidiaries AIG Life Holdings (US), Inc. AIG Program Funding, Inc. AIG Retirement Services, Inc. American General capital securities Additional recommendations AIG Capital Corporation AIG Commercial Insurance Group (8) AIG Domestic Life Insurance & Retirement Services (10) AIG Edison Life Insurance Company AIG, AIGFP, AIG Funding, AIG Liquidity, AIGMFC AIG General Insurance (Taiwan) Co., Ltd. AIG UK Limited American General Finance Corporation American International Assurance Company (Bermuda) Limited American Life Insurance Company International Lease Finance Corporation Transatlantic Holdings, Inc. United Guaranty subsidiaries UGRIC & UGMIC United Guaranty subsidiaries UGRIC of NC & UGCIC Affirm Transatlantic Reinsurance Company SunAmerica (3) Rating Type Bkd Tr Prfrd Shelf Bkd LT Issuer Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd Tr Prfrd Stock LT Issuer IFS IFS IFS (Bkd) ST IFS IFS Sr Unsec Debt IFS IFS Sr Unsec Debt Sr Unsec Debt IFS IFS IFS Bkd ST 4of66 Support AIG AIG AIG AIG AIG AIG SA Public Current Rec Rec Rating Rating Outlook Rating Outlook G'tee G'tee G'tee G'tee G'tee G'tee (P)A1 Aa3 Aa3 (P)Aa3 Aa3 A1 Aa3 Aa2 Aa3 AIG Agmt AIG Agmt AIG Agmt AIG Agmt A3 Aa3 A2 Aa3 Aa2 A3 A3 Aa3 C/Caa2 Aa3 Negative (P)A1 Negative Aa3 Negative Aa3 Negative (P)Aa3 Negative Aa3 Negative A1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn A2 Aa3 Aa2 Aa2 P-1 A1 Aa3 A1 Aa3 Aa2 A1 A2 Aa3 A1 Negative Stable Negative Stable Stable Negative Stable Negative Stable Stable Negative Stable Negative Negative A2 Aa3 Aa2 Aa2 P-1 A1 Aa3 A1 Aa3 Aa2 A1 A2 Aa3 A1 R-Dn Negative R-Dn R-Dn Negative R-Dn R-Dn R-Dn Negative R-Dn R-Dn R-Dn R-Dn R-Dn Aa3 P-1 Stable Stable Aa3 P-1 Stable Stable Contents AIG Business Mix 6 AIG Financial Hiqhliqhts 7 AIG Segment Detail 8 AIG Composite Scorecard 9 Peer Comparisons 10-13 Press Release of Auqust 7,2008 14-15 Credit Opinion (published August 14, 2008) 16-21 Q-tools 22 Stock Chart 23 Ratinq History 23 Organizational Structure with Rated Entities 24 AIG Financial Leverage and Fixed-Charge Coverage 25-26 AIG Domestic Life & Retirement Services Scorecard 27 AIG Financial Statements 28-39 AIG Invested Assets 40-44 AIG Super Senior CDS Portfolio 45 AIG Liquidity Review 46-48 AIG Stress Scenarios 49-50 AIG Strategic Review Presentation Slides 51-66 50f66 American International Group, Inc. Revenues and Income Graphs Twelve Months Ended December 31,2007 Revenues Asset Management 5.8% Foreign Life Insurance & Retirement Services 33.8% Domestic General Insurance 33.5% Financial Services revenues were (0.6%) Domestic Life Insurance & Retirement Services 15.4% Foreign General Insurance 12.1% Income Before Income Taxes and Minority Interest Foreign Life Insurance & Retirement Services 44.3% Asset Management 15.0% Domestic General Insurance 51.9% Domestic Life Insurance & Retirement Services 29.2% Foreign General Insurance 21.9% Financial Services operating loss was (62.3)% Note: The effects of net realized capital gains (losses) and Capital Markets other-than-temporary impairments, F AS 133, other and consolidation and elimination adjustments are excluded. 6of66 4 AIG Financial Highlights (from Company Profile) ($ Mil.) General Insurance Gross Premiums Written Net Premiums Written Net Investment Income Pretax Operating Income Loss Ratio (%) Expense Ratio (%) Combined Ratio (%) Life Insurance & Retirement Services GAAP Premiums Net Investment Income Pretax Operating Income Financial Services Revenues Pretax Operating Income Asset Management Revenues Pretax Operating Income AIG Consolidated Total Revenues Pretax Operating Income Net Income Total Assets Total Debt Shareholders' Equity 2007 2006 2005 2004 2003 2002 58,798 47,067 6,132 10,526 65.6% 24.7% 89.7% 56,280 44,866 5,696 10,412 64.6% 24.5% 89.1% 52,725 41,872 4,031 2,315 81.1% 23.6% 104.7% 52,046 40,623 3,196 3,177 78.8% 21.5% 100.3% 46,938 35,031 2,566 4,502 73.1% 19.6% 92.7% 36,678 26,718 2,350 923 83.1% 21.8% 104.9% 30,627 22,341 8,186 30,766 20,024 10,121 29,400 18,134 8,965 28,088 15,269 7,968 23,496 12,942 6,970 20,694 11,243 5,258 -1,309 -9,515 7,777 383 10,525 4,424 7,495 2,131 6,242 1,302 6,822 2,125 5,625 1,164 4,543 1,538 5,325 1,963 4,714 1,947 3,651 521 3,467 1,125 110,064 8,943 6,200 1,060,505 176,049 95,801 113,194 21,687 14,048 979,414 148,679 101,677 108,905 15,213 10,477 853,051 109,849 86,317 97,666 14,845 9,839 801,007 96,899 79,673 79,421 11,907 8,108 675,602 80,349 69,230 66,171 7,808 5,729 561,131 71,010 58,303 7 of 66 AIG Segment Detail (from Company Profile) 2007 2006 2005 2004 51,708 53,570 -1,309 5,625 470 110,064 49,206 50,878 7,777 4,543 983 113,387 45,174 48,020 10,677 4,582 328 108,781 41,961 43,402 7,495 4,714 94 97,666 7,305 661 67 -637 7,396 3,137 -7 10,526 5,845 589 432 328 7,194 3,228 -10 10,412 -820 -39 195 363 -301 2,601 15 2,315 777 282 357 399 1,815 1,344 18 3,177 642 1,347 1,989 3,044 3,153 6,197 8,186 917 2,323 3,240 3,821 3,060 6,881 10,121 1,495 2,164 3,659 3,020 2,286 5,306 8,965 1,023 2,054 3,077 2,393 2,455 4,848 7,925 Total Financial Services -9,515 578 -873 668 10 383 769 2,661 922 Other 873 -10,557 171 -2 4,424 642 662 786 90 2,180 784 469 1,164 732 438 368 1,538 1,194 387 382 1,963 1,328 515 282 2,125 Other IEliminations -1,418 -767 -2,454 -562 Consolidated Pretax Operating Income 8,943 21,687 15,213 14,845 ($Mil.) Revenues General Insurance Life Insurance & Retirement Services Financial Services Asset Management Other IEliminations Consolidated Revenues Pretax Operabng Income General Insurance Domestic Brokerage Group Transatlantic Holdings, Inc. Personal Lines Mortgage Guaranty Total Domestic Total Foreign Other IEliminations Total General Insurance Life Insurance & Retirement Services Domestic Life Insurance Domestic Retirement Services Total Domestic Japan and Other Asia Total Foreign Total Life Insurance & Retirement Services Financial Services Aircraft Leasing Capital Markets Consumer Finance 72 Asset Management -89 Spread-based Investment Business Institutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management 8of66 Composite Scorecard i Instructions: 1) Modify adjusted scorecard ratings in column H (white cells) for each factor as needed. 2) Add notches for Other Considerations and Support if applicable. Please enter whole numbers only. Positive numbers result in a worse rating and negitive numbers result in a better rating. Rating Factors American International Group, Inc. Product Risk - P&C Product Risk - Life Product Diversification r.:~nm~nhic Diversification X x X X 40.8% 24.1% 9.8% 9.0% 12.7% 24.5% 95.4% Baa2 5.5% 19.4% Other Considerations (if applicable, insert notches to be added to the adjusted total scorecard rating above): Management, Governance, and Risk Management: Accounting Policy & Disclosure: 90f66 A1 A1 A1 Assicurazioni Generali S.p.A Italy IFRS EURO YE2006 Aviva pic UK IFRS EURO YE2007 Allstate USA US GAAP USD YE2007 Travelers USA US GAAP USD YE2007 Hartford USA US GAAP USD YE2007 Aa3 STA Aa3 Aa3 NEG STA Aa2 RURJ debt only A1 A1 A1 Aa2 STA A2 Aa3 STA A2 AA A+ AA AA A+ AA/STA AA+/STA A+/STA AA-/STA AAiSTA A+/STA AA-/STA AAiSTA A+/STA 32,640 63,547 44,511 27,242 29,395 33,776 27,364 93,383 34,585 58,798 6,200 1,010,505 95,801 65,811 61,821 43,027 18,794 2,915 382,543 24,198 17,630 18,350 41,880 26,384 15,496 2,034 432,054 22,423 27,180 21,522 44,289 7,966 1,061,149 47,753 4,636 156,408 21,851 4,601 115,224 26,616 2,949 360,361 13,064 I Composite Aa2/Aa2 Composite Aa3/Aa3 Composite Ai / Aa3 Composite Aa3/Aa3 P&C Aa2/Aa2 P&C Aa3 / Aa2 P&C A2/Aa3 I Public Global Public Germany Worldwide Public Italy International Public UK Global Public USA US Public USA US Public USA US Aa1/Aaa Aa2/Aa1 Aa2/Aa2 Aa1/Aaa Aa1/Aa1 Aa2/Aa2 Aaa/ Aa2 Aa3 / Aa3 Aa2 / Aa3 Aa2/Aa2 Aa2/Aa2 Aa2/Aa2 Aa2 / Aa2 Aa3 / Aa2 Aa3 / Aa2 Ai / Aa3 Aa2 / Aa2 Ai / Aa3 Ai/Ai Aa2/Aa2 A2/A2 AaaJAaa Baa2/A1 Aa1/Aa2 Aa3/Aa3 B£a2/Aa3 8aa1/A2 AaaJAaa Aaa/Aa2 A2/A2 Aa2 / Aa3 Baa2 / Aa3 Baa1 / Ai Aaa / Aa3 Aa2 / Aa2 A2 / A2 Aa3/Aa3 A2/A2 Baa1/Baa1 Aaa/Aaa Aaa/Aaa Ai/Ai Aa2 / Aa2 Aa2 / Aa2 Aa3 / Aa3 Aa1 / Aa3 A2 / Aa2 Ai / Aa3 Aa2 / Aa2 A2/ Ai Baa2/A1 Aa3 / Aa3 Aa1 / Aa1 A3/ Ai Aa1 / Aa2 Baa3 / Ai Aa2 / Aa3 10.0% 3.5 x 10% 4.8 x 14.0% 4.1 x 8.0% 2.0 x 5.9% 9.2 x 24.9% 4.5% 6.9 x 30.8% 2.4% 3.6 x 28.4% Aa Aa Aaa Aa A Aaa Aa Aa A Aa Aa Aaa Aa Aaa Aa A Aaa na Baa Aa A Aa Aaa Aaa na Aaa Aa A na A Aa 40.8% 24.1% 9.8% 22.9% 27.2% 24.2% 22.4% 27.0% 11.9% 24.7% 45.8% 18.6% 30.9% 5B% 3.8% 8.5% 58B% 12.6% 36.4% 17.1% 9.0% 4.5% 7,3% na 3.0 x na 3.1 x na 3.7 x 20.7% 52.1% 13.6% 46.4% 9.5% -1.0% COMPANY NAME Domicile Accountinq Convention AIG Inc. USA US GAAP USD YE2007 Allianz SE Germany IFRS EURO YE2007 RATING & ReM INFO IFSR Outlook Senior Debt Aa2 NEG Aa2 COMPETITOR RATINGS S&P (IFSR) Fhch (IFSR) AM Best (IFSR) AAAAA++ AA- MARKET DATA Market Capitalisation (AIG as of Sept 12, 2008) FUNDAMENTALS (MM) Gross Premiums Written - Total Gross Premiums Written - Life Gross Premiums Written - Non-life Net Income Total Assets Shareholders' Equity QUANTITATIVE MEASURES Scorecard Completed (Life/Non-Life/Composite) Raw vs. Adjusted Scorecard Rating DESCRIPTIVE STATISTICS Ownership - Public, Private, Subsidiary Domicile Geographic Spread RAW FACTOR RATING I ADJUSTED FACTOR RATING Business Profile Market Position and Brand Distribution Product Focus and Diversification Financial Profile Asset Quality Capital Adequacy Profitability Liquidity and AsseVLiability Management Reserve Adequacy Financial Flexibility SCORECARD METRICS Business Profile Market Position and Brand Market Share Ratio Relative Market Share Ratio Expense Ratio % NPW Distribution Distribution Control Diversity of Distribution Product Focus and Diversification Product Risk - P&C Product Risk - Life Product Diversification Geographic Diversification Financial Profile Asset Quality High Risk Assets % Invested Assets Reinsurance Recoverables % Equity Goodwill % Equity Capital Adequacy Capital % Total Assets Gross Underwriting Leverage Profitability Return on Average Equity (5 yr. avg.) Sharpe Ratio of Growth in Net Income (5 yr.) Liquidity and Asset/Liability Management Liquid Assets % Policyholder Reserves Reserve Adequacy Adv. f (Fav.) Loss Reserve Dev. % Beg. Reserves (5yr.) Financial Flexibility Financial Leverage Earnings Coverage (5 yr. avg.) 9,0% Aa A Aa Aa Aaa 12.70% 24.5% 15.0% 10.1% 0,0% 14.9% Negative 95.4% 90.6% 83.3% 92.4% 5.5% -3.4% 1B% -1.1% -1.6% 1,2% 5.4% 19.4% 9.4 x 31.1% 6.9 x 35.6% 7.4 x 25.3% 6.0 x 23.6% 11.2 x 21.7% 10B x 21.5% 8.4 x 10 of 66 -->. -->. - (USDBlns) AIG, Inc. Secured Rating (IFSR) HoldCo Senior Rating (Bank Unspptd) Outlook Accounting Basis Market Capitalization 2008 1008 Aa2/Aa3 Aa3 Negative US GAAP 71 108 Market Cap I Equity 2008 1008 2007 Total Assets Allstate Merrill Lynch Aa2 Al Lehman Sun Life Aa2 Aa2 A2 A2 Stable Stable US GAAP CDN GAAP 37 23 43 27 Met Life A2 A2 (A3) Stable US GAAP 31 40 A2 A2 RUR ~ USGAAP 20 28 49 47 34 54 RUR ~ US GAAP 25 27 0.9x l.4x 1.5x l.4x l.4x 1.8x O.4x 0.7x 1.0x 1.3x 1.3x 1.3x 0.9x 1.lx 1.6x 0.8x 1.lx 1.5x 1.2x 1.3x 1.3x 1.3x 1.5x 1.8x 2008 1008 1,050 1,051 1,031 1,091 812 809 151 152 966 1,042 639 786 556 557 Total Equity 2008 1008 2007 78 80 96 34 33 31 75 78 77 20 20 22 35 37 32 26 25 22 Equity % Assets 2008 1008 2007 7.4% 7.6% 9.1% 3.3% 3.1% 3.0% 9.2% 9.6% 9.8% 13.1% 13.3% 14.0% 3.6% 3.5% 3.1% Debt % Capital 2008 1008 2007 70.7% 69.5% 65.8% 92.1% 92.8% 93.0% 76.1% 75.0% 73.3% 22.3% 21.7% 20.5% Revenues 2007 110 28 32 2008 1008 2007 5 yr avg. -5 -8 6 10 -9 2 3 5 -1 6 6 Return on Average Assets (%) 2008 1008 2007 5 yr avg. -0.5% -0.7% 0.6% 1.4% 0.1% 0.1% 0.3% 0.7% Cash Flow from Operations 2008 1008 2007 5 yr avg. 8 35 6 26 (19) -22 -61 -26 2008 1008 2007 5 yr avg. (2) -106% 567% 309% 8 -1231% -688% -494% 1104% -150% -65% 44 45.9% 12 38.1% 20 6 o ( J) (J) Morgan Stanley Wachovia Al Aa2 Al (A2) Al (AI) Stable Negative US GAAP USGAAP Net Income Cash Flow % Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised Hartford Aa3 A2 Stable USGAAP 20 24 Aal/Aa2 Aa3 Al/A2 83 106 72 87 27 35 1.2x 1.3x l.4x 1.lx 1.8x 1.7x 1.2x 1.6x 1.7x 1.0x 1.2x l.4x 187 187 334 344 1,700 1,705 1,344 1,383 521 554 33 33 35 18 18 17 17 18 19 94 84 87 74 69 70 32 33 32 4.1% 3.2% 3.3% 5.9% 5.9% 6.3% 9.4% 9.3% 9.2% 5.0% 5.2% 5.3% 5.5% 5.1% 5.3% 5.5% 5.2% 5.4% 7.2% 7.2% 7.3% 93.4% 93.4% 94.3% 92.3% 93.9% 94.1% 39.8% 38.6% 37.0% 24.0% 23.0% 32.1% 29.6% 25.0% 21.7% 84.2% 83.8% 86.9% 80.3% 80.4% 81.7% 54.0% 52.9% 53.3% 37 11 19 53 21 26 52 61 28 o o -3 1 -2 4 4 2 2 3 2 -2 7 8 o 4 3 2 -3 8 10 o 5 3 -5 -2 -8 3 2 3 -1.1% -0.1% 0.8% 1.3% 0.0% 0.2% 3.0% 2.7% -0.5% -0.2% -0.8% 0.7% -0.4% 0.1% 0.7% 0.8% 0.2% 0.1% 0.8% 1.1% 0.3% 0.3% 1.2% 1.2% 0.2% 0.0% 0.9% 0.7% 0.1% -0.1% 0.6% 0.9% 0.0% -0.1% 0.7% 1.0% -0.2% 0.1% 0.9% 1.2% (7) 1 5 5 5 15 -72 -24 -26 (11) 4 10 7 8 o 6 -52 -22 -25 o 4 3 1 6 6 4 (0) -46 -36 -21 -32 -17 -13 -15 -5 -4 47 322% 117% 184% 9 -744% 930% -15% 3 -2175% -1088% -566% 2 554% 231% 212% 1 35% 46% 161% 3 391% 203% -717% -290% -100% -312% -346% -275% -180% -73% 41% -115% 8 10.1% 34 107.4% 4 17.8% 18 16 6 -9 2 -3 (1) o o (USDBlns) 2008 1008 AIG, Inc. Aa2/Aa3 Aa3 Negative USGAAP 71 108 Market Cap / Equity 2008 1008 2007 0.9x l.4x 1.5x 1.6x 1.6x 2.1x 0.7x 0.9x 1.3x 1.3x 1.3x l.4x Total Assets 2008 1008 1,050 1,051 1,088 1,189 2,100 2,200 Total Equity 2008 1008 2007 78 80 96 45 43 43 Equity % Assets 2008 1008 2007 7.4% 7.6% 9.1% Debt % Capital 2008 1008 2007 Revenues Secured Rating (IFSR) HoldCo Senior Rating (Bank Unspptd) Outlook Accountin Basis Market Capitalization -->. ( J) (J) Allianz ManuLife Aa3 Aal Aa3 Aa3 Stable Stable US GAAP CDN GAAP 51 53 57 59 Aal/Aa2 83 106 Aa3 72 87 Al/A2 27 35 2.1x 2.3x 2.5x 1.lx 1.8x 1.7x 1.2x 1.6x 1.7x 1.0x 1.2x l.4x 1,016 1,127 356 357 1,700 1,705 1,344 1,383 521 554 136 128 113 40 45 48 25 25 24 94 84 87 74 69 70 32 33 32 4.1% 3.6% 3.8% 6.5% 5.8% 5.2% 4.0% 4.0% 4.5% 7.0% 7.0% 6.9% 5.5% 5.1% 5.3% 5.5% 5.2% 5.4% 7.2% 7.2% 7.3% 70.7% 69.5% 65.8% 90.4% 91.9% 91.5% 85.1% 86.8% 88.6% 89.3% 90.7% 89.2% 42.3% 41.0% 41.0% 84.2% 83.8% 86.9% 80.3% 80.4% 81.7% 54.0% 52.9% 53.3% 2007 110 46 81 100 351 52 61 28 Net Income 2008 1008 2007 5 yr avg. -5 -8 6 10 2 2 12 7 -2 -5 4 17 2 1 8 5 ~I 2 -3 8 10 0 -2 7 8 -2 0 2 3 Return on Average Assets (%) 2008 1008 2007 5 yr avg. -0.5% -0.7% 0.6% 1.4% 0.2% 0.1% 1.2% 1.2% -0.1% -0.2% 0.2% 1.4% 0.1% 0.1% 0.7% 0.5% 0.3% 0.2% 1.2% 1.3% 0.1% -0.1% 0.6% 0.9% 0.0% -0.1% 0.7% 1.0% -0.2% 0.1% 0.9% 1.2% Cash Flow from Operations 2008 1008 2007 5 yr avg. 8 35 6 26 (23) -68 -58 -38 2 -71 0 -11 6 13 21 17 7 7 6 6 -52 -22 -25 (0) -32 -17 -13 0 -15 -5 -4 2008 1008 2007 5 yr avg. (2) -106% 567% 309% 5 -1499% -588% -542% (21) -31% -1975% -389% 14 489% 160% 373% -290% -100% -312% -346% -275% -180% -73% 41% -115% 44 45.9% 2 4.7% 41 35.9% 2 3.8% 20 0 46 0 1'0 0 - Goldman Citigroup Aa3 Aal Aa3 (AI) Aa3 (AI) Stable Negative USGAAP USGAAP 70 91 67 112 Cash Flow % Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised 2 77%1 177% 191% (USDBlns) 2008 1008 AIG, Inc. Aa2/Aa3 Aa3 Negative USGAAP 71 108 UBS Aa2 Aa2 (A2) RUR" IFRS 61 57 Market Cap / Equity 2008 1008 2007 0.9x l.4x 1.5x l.4x 3.5x 2.8x 0.7x 1.lx 1.2x 1.3x l.4x 1.6x Total Assets 2008 1008 1,050 1,051 2,078 2,231 1,717 1,737 Total Equity 2008 1008 2007 78 80 96 44 16 35 Equity % Assets 2008 1008 2007 7.4% 7.6% 9.1% Debt % Capital 2008 1008 2007 Revenues Secured Rating (IFSR) HoldCo Senior Rating (Bank Unspptd) Outlook Accountin Basis Market Capitalization -->. Aal/Aa2 83 106 Aa3 72 87 Al/A2 27 35 0.9x 1.2x 1.2x 1.lx 1.8x 1.7x 1.2x 1.6x 1.7x 1.0x 1.2x l.4x 1,230 1,208 1,776 1,643 1,700 1,705 1,344 1,383 521 554 163 156 147 37 38 43 133 126 123 94 84 87 74 69 70 32 33 32 2.1% 0.7% 1.5% 9.5% 9.0% 8.6% 3.0% 3.1% 3.2% 7.5% 7.6% 7.9% 5.5% 5.1% 5.3% 5.5% 5.2% 5.4% 7.2% 7.2% 7.3% 70.7% 69.5% 65.8% NA NA 96.6% 79.3% 79.7% 80.6% 92.4% 92.0% 92.2% 80.9% 79.6% 78.3% 84.2% 83.8% 86.9% 80.3% 80.4% 81.7% 54.0% 52.9% 53.3% 2007 110 32 67 40 711 52 61 28 2008 1008 2007 5 yr avg. -5 -8 6 10 0 -12 -5 7 15 15 -2 8 6 10 1~1 2 -3 8 10 0 -2 7 8 -2 0 2 3 Return on Average Assets (%) 2008 1008 2007 5 yr avg. -0.5% -0.7% 0.6% 1.4% 0.0% -0.5% -0.2% 0.5% 0.2% 0.1% 0.9% 1.7% 0.1% -0.2% 0.6% 0.5% 0.1% 0.1% 1.1% 1.0% 0.1% -0.1% 0.6% 0.9% 0.0% -0.1% 0.7% 1.0% -0.2% 0.1% 0.9% 1.2% Cash Flow from Operations 2008 1008 2007 5 yr avg. 8 35 6 26 19 -52 -5 -28 (4) 11 15 7 12 -58 -49 -39 (2) -111 -50 -38 6 -52 -22 -25 (0) -32 -17 -13 0 -15 -5 -4 Cash Flow % Net Income 2008 1008 2007 5 yr avg. (2) -106% 567% 309% 71 -164% 993% 46% 4 -317% 74% 51% 23 -578% -746% -1037% -102%1 -720% -309% -290% -100% -312% -346% -275% -180% -73% 41% -115% 44 45.9% 37 106.2% 18 12.2% 11 25.9% 8 6.1% 20 34 19 0 8 W 0 ( J) (J) BofA Credit Suisse JPMorgan Aa2 Aal Aa2 Aa2 (Aa2) Aa2 (AI) Aa2 (Aa3) Negative Stable Stable USGAAP USGAAP USGAAP 106 48 118 169 51 146 Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised 3 13 Global Credit Research Rating Action 7 AUG 2008 itfk6 Mft& '::~:" i!Ai.~~i~ J;.t.ii'i:t~r..~:~ I\i:","".:l:~ Rating Action: American International Group, Inc. Moody's reiterates negative outlook on AIG; US life ops negative New York, August 07, 2008 -- Moody's Investors Service has affirmed the ratings of American International Group, Inc. (NYSE: AIG -- senior unsecured debt rated Aa3) while reiterating the company's negative rating outlook. The rating agency also affirmed the Aa2 insurance financial strength ratings of AIG's Oomestic Life Insurance and Retirement Services subsidiaries (OURS), while changing the OURS rating outlook to negative from stable. The ratings and outlooks on all other AIG subsidiaries have been affirmed. These rating actions follow AIG's announcement of a $5.4 billion net loss for the second quarter of 2008. The affirmations are based on Moody's understanding that AIG will actively address potential liquidity and capital needs at various operating units, including OURS and AIG Financial Products Corp. (AIGFP). Failure to address these concerns in the near term could lead to rating downgrades at the parent company, OURS and/or other operating units. The second-quarter net loss includes after-tax unrealized market valuation losses of $3.6 billion on mortgage-exposed credit default swaps (COS) at AIGFP, and after-tax realized capital losses of $4.0 billion, largely from other-than-temporary impairment (OTTI) of residential mortgage-backed securities (RMBS) held by the OURS companies. AIG's shareholders' equity account declined by $1.6 billion during the quarter to $78.1 billion as of June 30,2008, as the net loss and unrealized depreciation of investments offset a $7.5 billion common stock issuance in May 2008. AIG's broader capital base, including common equity and hybrid securities with significant equity content, increased during the quarter as a result of hybrid issuance totaling $12.8 billion. Over the past nine months, AIG has absorbed after-tax unrealized market valuation losses on COS totaling $16.8 billion, and after-tax realized capital losses (principally OTTI) totaling $9.1 billion. Also during this period, the company has posted to its equity account net after-tax unrealized investment depreciation totaling $12.1 billion. The negative outlook on the OURS companies reflects their weakened capital position as a result of persistent OTTI losses, which also generally flow through the regulatory financial statements and reduce regulatory capital. The OURS companies' Aa2 insurance financial strength ratings incorporate Moody's expectation of a combined NAIC risk-based capital (RBC) ratio of 350% or higher. To the extent that the RBC ratio has fallen below this level, Moody's expects that the company will take steps to strengthen the capitalization during the remainder of the year. Moody's noted that the OURS companies hold a majority of AIG's RMBS, both directly and through their securities lending collateral. Securities lending typically involves relatively short-term funding (secured by the lent securities), with the cash collateral invested in longer-term assets, including RMBS. With RMBS generally trading well below par, Moody's expects that AIG will maintain ample alternative sources of liquidity to repay securities borrowers who may want to reduce or exit their positions. "AIG's OURS group is a leading US life insurer, with well diversified products and distribution channels," said Moody's Laura Bazer, lead analyst for these operations. "The negative outlook reflects continued weakness in the RMBS market and the resulting strains on the group's asset quality and capitalization." The rating agency noted that the negative outlook on AIG (parent company) incorporates the challenges within OURS, as well as the growing COS liabilities and collateral requirements at AIGFP, whose obligations are unconditionally guaranteed by AIG. Moody's expects that AIG and AIGFP will maintain robust coverage of liquidity needs, even in severely adverse scenarios. Moody's has estimated that AIG's ultimate economic losses on COS and RMBS will likely be materially smaller than the current market values would suggest. Nevertheless, current market values have a meaningful impact on collateral requirements at AIGFP and regulatory capital levels at several insurance subsidiaries. "AIG faces near-term challenges through its exposures to the troubled US mortgage market," said Bruce Ballentine, lead analyst for AIG. "We believe that the company's diversified operations and its financial flexibility will help it to weather the storm." 14 of 66 Moody's last rating action on these entities took place on May 22, 2008, when AIG's senior unsecured debt rating was downgraded to Aa3 (negative outlook) from Aa2, and the OURS companies' insurance financial strength ratings were downgraded to Aa2 (stable outlook) from Aa1. Moody's has affirmed the following ratings while maintaining a negative outlook: American International Group, Inc. -- long-term issuer rating at Aa3, senior unsecured debt at Aa3, subordinated debt at A 1, senior unsecured debt shelf at (P)Aa3, subordinated debt shelf at (P)A 1, preferred stock shelf at (P)A2. Moody's has affirmed the following ratings while changing the outlook to negative from stable: Domestic Life Insurance & Retirement Services subsidiaries -- AIG Annuity Insurance Company, AIG Life Insurance Company, AIG SunAmerica Life Assurance Company, American General Life and Accident Insurance Company, American General Life Insurance Company, American International Life Assurance Company of New York, First SunAmerica Life Insurance Company, SunAmerica Life Insurance Company, The United States Life Insurance Company in the City of New York, The Variable Annuity Life Insurance Company -- insurance financial strength at Aa2; AIG SunAmerica funding agreement-backed note programs -- AIG SunAmerica Global Financing Trusts, ASIF I & II, ASIF III (Jersey) Limited, ASIF Global Financing Trusts -- senior secured debt at Aa2. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG reported total revenues of $19.9 billion and a net loss of $5.4 billion for the second quarter of 2008. Shareholders' equity was $78.1 billion as of June 30, 2008. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to punctually pay senior policyholder claims and obligations. For more information, please visit our website at www.moodys.com/insurance. New York Bruce Ballentine VP - Senior Credit Officer Financial Institutions Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 New York Robert Riegel Managing Director Financial Institutions Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 © Copyright 2008, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, "MOODY'S"). All rights reserved. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, such information is provided "as is" without warranty of any kind and MOODY'S, in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. 15 of 66 MOODY'S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY'S have, prior to assignment of any rating, agreed to pay to MOODY'S for Global Credit Research Credit Opinion 14 AUG 2008 itfk& Mft& '::~:" i!I.~~jr~~ M-iil:t!jl r..~:J'oi!,; I\h,,..,,.i~ Credit Opinion: American International Group, Inc. American International Group, Inc. New York, New York, United States Ratings Category Rating Outlook Senior Unsecured Rated Intercompany Pool Members Rating Outlook Insurance Financial Strength AIG SunAmerica Life Assurance Company Rating Outlook American Life Insurance Company Rating Outlook Insurance Financial Strength AIG Life Insurance Company Rating Outlook Insurance Financial Strength American General Life Insurance Company Rating Outlook Insurance Financial Strength Moody's Rating NEG Aa3 STA Aa3 NEG STA Aa2 NEG Aa2 NEG Aa2 Contacts Analyst Bruce Ballentine/New York Alan Murray/New York Robert Riegel/New York Max Zormelo/New York Phone 1.212.553.1653 Key Indicators American International Group, Inc.[1] Total Assets ($ MiL) Equity ($ MiL) Total Revenue ($ MiL) TTM 6/08 2007 2006 2005 2004 2003 $1,049,876 $1,060,505 $979,410 $ 853,048 $ 801,007 $ 675,602 $ 78,088 $ 95,801 $101,677 $ 86,317 $ 79,673 $ 69,230 $ 82,233 $110,064 $ 113,387 $ 108,781 $ 97,823 $ 79,601 Net Income ($ MiL) $ (15,369) $ 6,200 $ 14,048 $ 10,477 $ 9,839 $ 8,108 Financial Leverage 19.4% 18.3% 16.5% 14.9% 15.7% 16.6% 6.5x 20.5x 21.0x 23.9x 19.6x 11.2x 9.1x 12.5x 13.7x 11.9x Earnings Coverage (1 yr.) Cashflow Coverage (1 yr.) [2] [1] Information based on consolidated GAAP financial statements. [2] AIG changed its reporting basis for unrestricted subsidiary dividend capacity in 2007, so cashflow coverage at YE 2007 is not directly comparable to prior·year levels. Opinion SUMMARY RATING RATIONALE American International Group, Inc. (NYSE: AIG . senior unsecured debt rated Aa3, negative outlook) is a leading global insurance and financial services firm, with operations in rr1~td~OO 30 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. Just over 40% of the company's 2007 revenues were derived from domestic (US) operations, with nearly 60% coming from other markets around the world. AIG's extraordinary diversification helps it to withstand challenges in particular business lines or geographic regions and to generate substantial earnings and capital over time. On August 7, 2008, Moody's affirmed AIG's ratings and reiterated the negative outlook. At the same time, Moody's affirmed the insurance financial strength (IFS) ratings of AIG's Domestic Life Insurance & Retirement Services (DLlRS) subsidiaries, while changing the DLiRS rating outlook to negative from stable. These rating actions followed AIG's announcement of a $5.4 billion net loss for the second quarter of 2008. The loss included significant unrealized market valuation losses on mortgage-exposed credit default swaps (CDS) at AIG Financial Products Corp. (AIGFP), as well as realized capital losses on investments, largely other-than-temporary impairment (OTTI) on residential mortgage-backed securities (RMBS) held by the DLiRS companies. Over the past nine months, AIG has absorbed after-tax unrealized market valuation losses on CDS totaling $16.8 billion and after-tax realized capital losses (principally OTTI on RMBS) totaling $9.1 billion. Also during this period, the company has posted to its equity account net after-tax unrealized depreciation of investments (largely RMBS) totaling $12.1 billion. The negative outlook on the DLiRS companies reflects their weakened capital position as a result of OTTI losses, which generally flow through the regulatory financial statements and reduce regulatory capital. The DLiRS companies also face heightened liquidity risk, given that their RMBS are held predominantly within the securities lending collateral pool. Securities lending typically involves relatively short-term funding (secured by the lent securities), with the cash collateral invested in longer-term assets (including RMBS). The negative outlook on AIG (parent company) incorporates the challenges within DLlRS, as well as the growing CDS liabilities and collateral requirements at AIGFP, whose obligations are unconditionally guaranteed by AIG. The recent rating affirmations were based on Moody's understanding that AIG will actively address potential liquidity and capital needs at various operating units, including DLiRS and AIGFP. We expect that AIG will maintain robust coverage of such needs, even in severely adverse scenarios. Failure to address these concerns in the near term could lead to rating downgrades at the parent company, DLiRS and/or other operating units. Moody's has estimated that AIG's ultimate economic losses on CDS and RMBS will likely be materially smaller than the current market values would suggest. Nevertheless, current market values have a meaningful impact on collateral requirements at AIGFP and regulatory capital levels at several insurance subsidiaries. AIG's current ratings reflect its leading market positions in all major business segments, its broad business and geographic scope, its historically strong earnings and cash flows, and its demonstrated access to capital markets. These strengths are tempered by the intrinsic volatility in certain General Insurance and Financial Services business units, by the significant volume of spread-based investment business in the Asset Management segment, and by the company's sizable exposure to the US residential mortgage market. Credit Profile of Significant Subsidiaries/Activities AIG Property Casualty Group (2007 revenues: $38.0 billion, 35% of consolidated total) The AIG Property Casualty Group (formerly Domestic General Insurance) encompasses the AIG Commercial Insurance Group (CIG - formerly Domestic Brokerage Group), Transatlantic Holdings, Inc. (TRH), Personal Lines and Mortgage Guaranty. Moody's maintains Aa3 IFS ratings (stable outlook) on eight members of CIG, reflecting CIG's position as the largest US writer of commercial insurance, its broad diversification and its expertise in writing large and complex risks. These strengths are somewhat offset by CIG's relatively high, albeit improving, gross underwriting leverage and its history of adverse loss development following the last soft market for property & casualty insurance. TRH, approximately 59% owned by AIG, is a holding company for Transatlantic Reinsurance Company (TRC), a leading US-based broker-market reinsurer with expertise in specialty casualty lines. TRC's Aa3 IFS rating (stable outlook) reflects its lead position on many treaties, relatively steady profitability and sound capitalization. These strengths are partly offset by competition from larger global reinsurers and by the inherent volatility of catastrophe exposed business. Moody's maintains a Aa3 IFS rating (negative outlook) on United Guaranty Residential Insurance Company (UGRIC), the lead company of AIG's Mortgage Guaranty unit. The rating is based on UGRIC's conservative underwriting practices, as evidenced by its limited exposure to the highest-risk mortgage products, coupled with its robust capital adequacy and solid competitive position. UGRIC's rating benefits from a net worth maintenance agreement from AIG plus a fixed-dollar-limit reinsurance agreement provided by a CIG member. Moody's expects UGRIC to sustain operating losses over the next several quarters as a result of continued weakness in the US housing market. However, the company is well positioned to take advantage of new business opportunities and improved terms of trade given its strong credit profile relative to peers. Moody's also maintains a Aa3 IFS rating (negative outlook) on United Guaranty Mortgage Indemnity Company based on an unconditional guarantee from UGRIC. Two other members of the Mortgage Guaranty unit carry IFS ratings of A 1 (negative outlook), based on their respective exposures to second-lien mortgage loans and student loans - market segments where conditions are unlikely to improve over the medium term, in Moody's view. These ratings also benefit from a net worth maintenance agreement from AIG plus affiliated reinsurance. 17 of 66 Foreign General Insurance (2007 revenues: $13.7 billion, 12% of consolidated total) Foreign General Insurance consists of several property & casualty insurance agencies and underwriting companies offering commercial and consumer insurance through a range of marketing and distribution channels. The group operates in Asia, the Pacific Rim, the UK, Europe, Africa, the Middle East and Latin America, adapting to local laws and customs as needed. AIG UK Limited (AIG UK) is the group's flagship property & casualty insurer in the UK, having absorbed the UK business of a CIG company in December 2007. The Aa3 IFS rating (stable outlook) on AIG UK reflects its strong market position, healthy profitability and generally conservative investment strategy. Offsetting these strengths to some extent is the focus on commercial lines, which Moody's views as inherently more volatile than personal lines. The rating on AIG UK incorporates explicit and implicit support, including a net worth maintenance agreement from AIG and extensive reinsurance from affiliates. In 2006, AIG acquired Central Insurance Co. Ltd., a diversified non-life insurer in Taiwan with a solid market presence but a record of volatile operating results. During 2007, AIG changed the company's name to AIG General Insurance (Taiwan) Co., Ltd. (AIGGI Taiwan), and merged the Taiwan branch of a CIG company into AIGGI Taiwan. Moody's upgraded the IFS rating of AIGGI Taiwan from Baa1 to A2 in July 2007 and to A1 in March 2008. With a stand-alone rating of A3, AIGGI Taiwan receives two notches of rating uplift from parental support in the form of financial flexibility, transfer of technical knowledge, management expertise and risk sharing. Because its rating relies on significant parental support, AIGGI Taiwan's rating outlook is negative, following that of AIG. Domestic Life Insurance & Retirement Services (2007 revenues: $15.3 billion, 14% of consolidated total) Moody's maintains Aa2 IFS ratings (negative outlook) on ten members of the DLiRS segment, based on the group's multi-faceted distribution network, broad and varied product portfolio, and leading market positions in several products, including term life, universal life, structured settlements and certain classes of annuities. The ratings also reflect the strategic and financial benefits of AIG ownership, such as the AIG brand, cross-selling arrangements, and common investment management and administrative services. These strengths are tempered by the group's significant exposure to US RMBS, held predominantly within the securities lending collateral pool, as discussed above. Foreign Life Insurance & Retirement Services (2007 revenues: $38.3 billion, 35% of consolidated total) The Foreign Life Insurance & Retirement Services segment encompasses international and local subsidiaries with operations in Europe, Latin America, the Caribbean, the Middle East, Australia, New Zealand and Asia, including extensive operations in Japan. The group sells products largely to indigenous persons through multiple distribution channels, including full-time and part-time agents, independent producers, direct marketing, brokers and financial institutions. Moody's maintains a Aa2 IFS rating (stable outlook) on American Life Insurance Company (ALI CO), based on its well established operations in more than 50 overseas markets (particularly in Japan, which accounts for about twothirds of ALI CO's operating income), along with its favorable record of growing organically in existing markets and expanding into new markets. The rating also recognizes the company's strong brand name and distribution channels, sound capitalization and consistent operating performance. These strengths are tempered by competition from local and foreign players in Japan, political risk in certain emerging markets, and ALI CO's relatively large exposure to affiliated investments, mainly AIG common stock. ALI CO's Japanese operations are complemented by those of AIG Edison Life Insurance Company (AIG Edison IFS rating of Aa2, stable outlook) and AIG Star Life Insurance Co., Ltd. (not rated), giving AIG a strong and diversified presence in the Japanese life insurance market. The AIG Edison rating reflects the company's healthy profitability, solid capital base and diversified distribution channels, tempered by agent retention and business persistency rates that are below expectations for the rating level. The rating incorporates one notch of uplift from the close affiliation with ALiCO. Without such support, AIG Edison would have a stand-alone rating of Aa3. American International Assurance Company, Limited (not rated) and its affiliates, including American International Assurance Company (Bermuda) Limited (AIAB - IFS rating of Aa3, stable outlook), make up the largest and most diversified life insurance group in Southeast Asia. The rating on AIAB reflects its leading position in the life insurance market in Hong Kong, where it has garnered the largest market share and is supported by a strong brand name. The rating also recognizes the company's consistent operating performance, well established and efficient agency force, and healthy capitalization. These strengths are somewhat offset by the possible threat to AIAB's market position, given the intense competition in Hong Kong and Korea, by the challenge AIAB faces in its effort to broaden distribution channels, and by its exposure to affiliated investments, mainly AIG common stock. Financial Services (2007 revenues: -$1.3 billion, -1 % of consolidated total) The Financial Services segment engages in aircraft and equipment leasing, capital market transactions, consumer finance and insurance premium financing. The Aircraft Finance business, conducted by International Lease Finance Corporation (ILFC - senior unsecured debt rated A 1, negative outlook), is a global leader in leasing and remarketing advanced technology commercial jet aircraft. ILFC'~ 8l:t6f-l~&flect its high-quality aircraft portfolio and solid relationships with aircraft manufacturers and airlines. Tempering tliis view is the cyclical nature of the business, as well as ILFC's sizable order position and residual value risk. The ratings incorporate AIG ownership and support, evidenced by capital contributions to ILFC totaling more than $1 billion since 2001. Absent such support, ILFC's ratings would be lower. ILFC's negative rating outlook follows that of AIG. The Capital Markets unit comprises the global operations of AIGFP (backed long-term issuer rating of Aa3, negative outlook) and subsidiaries. AIGFP engages as principal in a variety of standard and customized financial products with corporations, financial institutions, governments, agencies, institutional investors and high net-worth individuals worldwide. This unit also raises funds through municipal reinvestment contracts and other private and public note offerings, investing the proceeds in a diversified portfolio of debt, equities and derivatives. The Aa3 ratings on AIGFP and several of its subsidiaries are based on general and deal-specific guarantees from AIG. AIGFP has substantial notional exposure to the US residential mortgage market through super-senior COS and cash COOs, a portfolio that is now in runoff. In February 2008, AIG appointed an interim CEO to oversee this operation and launched a search for a new permanent CEO. In connection with this management shift, Moody's expects that AIG will take a fresh look at the strategic direction and risk appetite at AIGFP. The Consumer Finance unit includes US operations conducted mainly by American General Finance Corporation (AGFC - senior unsecured debt rated A 1, negative outlook) and international operations conducted by AIG Consumer Finance Group, Inc. (AIGCFG). AGFC's ratings are based on its strong US market presence, disciplined approach to the business and implicit support from AIG. Over the past decade, AGFC has focused its growth efforts on real estate secured loans, which accounted for about three-fourths of the loan portfolio as of year-end 2007. The portfolio, which includes meaningful levels of subprime and non-prime loans, has experienced some deterioration in credit quality along with the overall US housing sector, but AGFC's delinquency and charge-off rates remain within the company's target bands. We believe that AGFC's adherence to conservative underwriting standards have enabled the company to weather the housing market slump reasonably well compared to many other financial institutions. Nevertheless, AGFC's core profitability has fallen, and will continue to be pressured by rising loss provisions and the sharp fall-off in mortgage banking activity. Absent the implicit parental support, AGFC's ratings would be lower. AGFC's negative rating outlook follows that of AIG. Asset Management (2007 revenues: $5.6 billion, 5% of consolidated total) The Asset Management segment comprises a variety of investment related products and services for institutions and individuals worldwide. The group's main activities are spread-based investing, institutional asset management, brokerage services and mutual funds. The spread-based investment business, formerly conducted through the SunAmerica companies, is now conducted through AIG's Matched Investment Program. The institutional asset management business, known as AIG Investments, provides a range of equity, fixed income and alternative investment products and services to AIG subsidiaries and affiliates, other institutional clients and high-net-worth individuals. The brokerage services and mutual funds operations provide broker/dealer services and mutual funds to retail investors, group trusts and corporate accounts through an independent network of financial advisors. Credit Strengths Credit strengths/opportunities of the group include: - One of the world's largest and most diversified financial service firms, with leading market positions in various business lines and countries - Historically strong earnings and cash flows across all major business segments - Excellent financial flexibility, although this has been weakened somewhat by earnings and capital volatility related to US residential mortgage exposures Credit Challenges Credit challenges/risks include: - Sizable exposure to US residential mortgage market through various business units and activities, particularly CDS written by AIGFP and RMBS held by US life insurance subsidiaries - Intrinsic volatility in certain General Insurance and Financial Services business units - Significant volume of spread-based investment business within the Asset Management segment Rating Outlook The negative outlook on AIG (and on subsidiaries whose ratings rely on meaningful explicit or implicit parental support) reflects the company's exposure to further volatility in the US residential mortgage market as well as uncertainty surrounding the strategic direction of AIGFP. 19 of 66 What Could Change the Rating - Up Given the current negative outlook, there is limited upward pressure on the rating; however, factors that could lead to a stable outlook include: - Improving or stable stand-alone credit profiles of major operating units - Strong group profitability, with returns on equity exceeding 15% - Remediation of all material weaknesses in internal controls over financial reporting - Adjusted financial leverage (including pension and lease adjustments and excluding debt of finance-type operations and match-funded investment programs) comfortably below 20% What Could Change the Rating - Down Factors that could lead to a downgrade include: - A decline in the stand-alone credit profile of one or more substantial operating units - Weak group profitability, with returns on equity remaining below 10% over the next few quarters - A decline in financial flexibility, with adjusted financial leverage exceeding the low 20s (percent), or adjusted pretax interest coverage remaining below 8x over the next few quarters - Incremental losses on investments or derivatives causing a further decline in shareholders' equity - A material shift in the company's strategic emphasis away from insurance (e.g., Financial Services accounting for more than 20% of consolidated operating income) Recent Results AIG reported total revenues of $19.9 billion and a net loss of $5.4 billion for the second quarter of 2008. Shareholders' equity was $78.1 billion as of June 30, 2008. Capital Structure and Liquidity Moody's believes that AIG's financial flexibility has been weakened by the firm's exposure to the US mortgage market and the related losses, write-downs and decline in shareholders' equity. On the other hand, the company demonstrated broad access to the capital markets through its issuance of more than $20 billion of capital during May 2008 - a positive for creditors in Moody's view. The new issuance included approximately $7.5 billion of common stock, $5.9 billion of equity units (hybrids) and $6.9 billion of junior subordinated debentures (hybrids). The hybrid securities were designed to receive significant equity treatment for financial leverage calculations. As of June 30,2008, AIG reported total borrowings of $178.6 billion, a majority of which was "operating" debt (i.e., supporting assets of the Financial Services segment and AIG's Matched Investment Program). AIG's adjusted "financial" debt (reflecting Moody's standard pension and lease adjustments, our basket treatment of hybrids, and the exclusion of operating debt) amounted to $26.0 billion. AIG's adjusted financial leverage has increased from 18.3% at year-end 2007 to 19.4% as of June 30, 2008, as a result of mortgage-related losses and write-downs recorded during the first half of the year, largely offset by the capital issuance in May. Moody's notes that the newly issued hybrid securities carry significant fixed charges that will reduce AIG's earnings coverage and dividend capacity coverage of fixed charges going forward. We expect that earnings coverage will decline from a historic range of 20-24 times to a normalized range of about 8-12 times, while dividend capacity coverage will decline from a historic range of 9-14 times to a normalized range of about 6-8 times. Moody's believes that AIG will continue to benefit from its broad business diversification and access to capital market funding. Moody's believes that AIG has sufficient liquidity - through cash on hand, dividends from diversified subsidiaries, external credit facilities and an intercompany credit facility - to service parent company obligations and to support subsidiaries under current market conditions. The company generates strong operating cash flows on a consolidated basis, with yearly amounts averaging about $22 billion over the past three years. A majority of the cash flows pertain to insurance operations that are subject to regulatory limits on the payment of dividends to a parent company. Still, the pro forma dividend capacity coverage of fixed charges (6-8 times) is reasonable for AIG's current rating category. AIG has taken steps to enhance its liquidity in response to credit market turmoil over the past year. The company has increased its holdings of cash and short-term investments across major business units, and has established an interdisciplinary Liquidity Risk Committee to monitor and manage liquidity risks throughout the firm. AIG's consolidated cash and short-term investment position has grown from $29.4 billion at year-end 2006 to $82.2 billion as of June 30, 2008. The large p~ig..rl-iE-EFsh and short-term investments is constraining AIG's investment income and overall profitability to4;'drM de~ree. Moody's regards this as a prudent trade-off in the current unsettled credit markets. AIG gets a portion of its funding through a $7 billion commercial paper program ($5.8 billion outstanding at June 30,2008). The commercial paper is issued through subsidiary AIG Funding, Inc. (AIG Funding) and guaranteed by AIG. The program is backed by external and intercompany credit facilities. External facilities include two syndicated bank revolvers totaling $3.75 billion, primarily to back commercial paper. One of these facilities ($2.125 billion) expires in July 2009 (with a one-year term-out option) and the other ($1.625 billion) expires in July 2011. AIG and AIG Funding also share a $3.2 billion bank facility expiring in December 2008 (with a one-year term-out option) which allows for the issuance of letters of credit with terms of up to eight years. As of June 30, 2008, nearly all of this facility was being used for letters of credit. Finally, AIG has a $5.335 billion intercompany credit facility provided by several of its insurance subsidiaries, expiring in September 2008 (with a one-year term-out option). Moody's expects that these facilities will be renewed in similar form before they expire. In addition to its guarantee of AIG Funding debt, AIG guarantees the debt and counterparty obligations of certain subsidiaries, most importantly AIGFP. AIGFP manages its liquidity position to withstand severe market disruptions. AIGFP conducts regular liquidity stress tests that assume no access to capital markets, contingent liability payouts at the earliest possible dates, and haircuts on relatively liquid investment securities. The stress tests also consider the impact of potential rating downgrades on AIGFP's collateral posting requirements. As of July 31,2008, AIGFP had posted collateral in respect of super-senior CDS in an aggregate net amount of $16.5 billion. At that time, AIG's senior unsecured debt ratings (and AIGFP's backed long-term issuer ratings) were Aa3 by Moody's and AAby Standard & Poor's. The company estimated as of that date that a downgrade to A 1 by Moody's and to A+ by Standard & Poor's would permit AIGFP's counterparties to call for approximately $13.3 billion of incremental collateral. As noted above, Moody's current ratings on AIG (and on AIGFP) incorporate our expectation that the company will maintain robust coverage of potential liquidity needs, even in severely adverse scenarios. © Copyright 2008, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, "MOODY'S"). All rights reserved. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, such information is provided "as is" without warranty of any kind and MOODY'S, in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. MOODY'S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY'S have, prior to assignment of any rating, agreed to pay to MOODY'S for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,400,000. Moody's Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moody's Investors Service (MIS), also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody's website at www.moodys.com under the heading "Shareholder Relations - Corporate Governance - Director and Shareholder Affiliation Policy." 21 of 66 .,-.,..::.: ." .,"-...:''' ~, ';'1::;'-:; ..... 1:::.4 . ~~:: ~' ."{ '.: . .~:~.: .: :~. ',': ~ :.:, :~·U\~;":·' :·".I;:C;~-" ~:::. ~. :': :~.:) ~... :' ;;, :.:::~:; "::~ '::' ~~ :.:: .:~... Discussion of a-Tools Outliers: (Provide brief discussion of any ratings gaps of 3 or more notches.) AIG's bond spreads and CDS levels have been hurt over the past year by market concerns over subprime mortgage exposures. 22 of 66 Stock Chart AMER INTL GROUP Spl its:'" as of 11-Sep-2008 80~--~~-''-~~-''-~~--~~-'--~~-'--'-~~--'-~~--'-~-'' 60r···························. ······················· ................................... . 40~··················································· ....................•....................... 20r···························. ······················· ................................... . 17~--~~~~~~~~~~~~~~~~--~~~~--~~~--~~~ 200.00 150 .00 ~............................... ,................................... ,...................... . o ;::: 100 .00 ............................................................................................. . ~ 50.00 r···························. ························· ................................ . ~ ~ O.ooL-__~__~__~~~~~~~~~~~~~~wm~~~~ Cop~right 2008 Yahoo! Inc. http://finance.~ahoo.com/ Market capitalization: $32.6 billion Rating History 23 of 66 Current & Recommended Ratings on AIG Entities - September 15, 2008 Ownership Structure' American International Group, Inc. ("AIG") AIG Capital Corporation American General Finance, Inc. American General Finance Corporation ("AGFC") AGFC Capital Trust I Yosemite Insurance Company CommoLoco, Inc. International Lease Finance Corporation ("ILFC") Domicile DE Business Segment Parent DE IN IN DE IN Puerto Rico CA Fin Svcs Fin Svcs Fin Fin Fin Fin Svcs Svcs Svcs Svcs ILFC E-Capital Trusts I & II AIG Capital Trusts I & II AIG Financial Products Corp. DE DE Fin Svcs Funding for Parent Fin Svcs AIG Matched Funding Corp. DE Fin Svcs AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. AIG-FP Matched Funding (Ireland) P.L.C. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Limited AIG Life Holdings (US), Inc. ("AIG LHUS") AGC Life Insurance Company AIG Annuity Insurance Company AIG Life Insurance Company American General Life and Accident Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company American International Life Assurance Company of New York The United States Life Insurance Company in the City of NY American General Capital II American General Institutional Capital A & B AIG Liquidity Corp. AIG Program Funding, Inc. AIG Property Casualty Group, Inc. AIG Commercial Insurance Group, Inc. AIG Casualty Company AI U Insurance Company AIG General Insurance (Taiwan) Co., Ltd. American Home Assurance Company Transatlantic Holdings, Inc. DE DE DE France DE DE Bermuda Japan Bermuda TX MO TX DE TN TX TX NY NY DE DE DE DE DE DE PA NY Taiwan NY DE Fin Svcs Fin Svcs Fin Svcs Fin Svcs Funding for Parent Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Transatlantic Reinsurance Company Commerce and Industry Insurance Company The Insurance Company of the State of Pennsylvania National Union Fire Ins Company of Pittsburgh, Pa. American International Specialty Lines Insurance Company New Hampshire Insurance Company United Guaranty Corporation United Guaranty Residential Insurance Company ("UGRIC") United Guaranty Commercial Insurance Company of NC United Guaranty Mortgage Indemnity Company United Guaranty Residential Insurance Company of NC AIG Retirement Services, Inc. NY NY PA PA AK PA NC NC NC NC NC DE SunAmerica Life Insurance Company ("SUC") AZ AIG SunAmerica Global Financing Trusts AIG SunAmerica Life Assurance Company DE AZ ASIF I & II ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company Caymans Jersey DE NY American International Underwriters Overseas, Ltd. AIG UK Limited American Life Insurance Company Bermuda UK DE SA Public Current Rec Rec Rating Type Support Rating Rating Outlook Rating Outlook R-Dn LT Issuer Aa3 Negative Aa3 R-Dn Sr Unsec Debt Aa3 Aa3 R-Dn Sr Unsec Shelf (P)Aa3 (P)Aa3 R-Dn Subord Shelf (P)A1 (P)A1 R-Dn (P)A2 (P)A2 Prfrd Shelf P-1 P-1 ST Issuer Stable Negative R-Dn LT Issuer A2 Negative A2 P-1 ST Issuer P-1 P-1 R-Dn ST Debt Negative R-Dn LT Issuer A2 A1 Negative A1 R-Dn Sr Unsec Debt A2 A1 A1 P-1 P-1 R-Dn ST Debt R-Dn Bkd Tr Prlrd Stock AGFC G'tee A3 Negative A3 Bkd ST Debt AGFC G'tee Sr Unsec Debt ST Debt Bkd Prlrd Stock ILFC G'tee Bkd Tr Prlrd Shelf AIG G'tee Bkd LT Issuer AIG G'tee AIG G'tee Bkd ST Debt Bkd Sr Debt AIG G'tee AIG G'tee Bkd ST Debt Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd ST Debt AIG G'tee IFS IFS Bkd Sr Debt AIG Agmt AIG G'tee A3 Aa3 Aa3 Domes Life Ins & Ret Svcs Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS AIG Agmt Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS AIG Agmt Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Funding for AIG LHUS Bkd Tr Prlrd Stock AIG G'tee Funding for AIG LHUS Bkd Tr Prlrd Stock AIG G'tee Fin Svcs Bkd ST Debt AIG G'tee Funding for Parent Bkd Sr Shelf AIG G'tee Domes Gen Ins Domes Gen Ins Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Frgn Gen Ins IFS A3 Domes Gen Ins IFS Aa3 Domes Gen Ins Sr Unsec Debt A3 Sr Unsec Shelf Subord Shelf Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins Domes Gen Ins IFS AIG Agmt Aa3 Domes Gen Ins IFS AIG Agmt Caa2 Domes Gen Ins Bkd IFS UGRIC G'tee Aa3 Domes Gen Ins IFS AIG Agmt C Bkd Sr Debt AIG G'tee Bkd Prlrd Stock AIG G'tee Asset Mgmt Bkd IFS AIG Agmt Aa2 AIG Agmt Bkd ST IFS Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd IFS AIG Agmt Aa2 Bkd ST IFS AIG Agmt Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd Sr Debt SUC GICs Asset Mgmt Bkd IFS AIG Agmt Aa2 Bkd ST IFS AIG Agmt Frgn Gen Ins Frqn Life Ins & Ret Svcs 24 of 66 IFS IFS AIG Agmt Aa3 Aa2 P-1 A1 P-1 A3 (P)A1 Aa3 P-1 Aa3 P-1 Aa3 Aa3 Aa3 Aa3 P-1 Aa2 Aa3 Aa3 Negative Negative Negative Stable Negative Stable Negative Negative Negative Negative Stable P-1 A1 P-1 A3 (P)A1 Aa3 P-1 Aa3 P-1 Aa3 Aa3 Aa3 Aa3 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Negative R-Dn Negative R-Dn R-Dn R-Dn R-Dn Negative Stable Stable Negative Aa2 Aa3 Aa3 R-Dn Negative R-Dn Negative Negative R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn A1 Negative A1 R-Dn A1 Negative A1 P-1 P-1 Stable Negative R-Dn (P)Aa3 Negative (P)Aa3 Aa3 Aa3 A1 Aa3 A2 (P)A2 (P)A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Stable Stable Negative Stable Stable Aa3 Aa3 A1 Aa3 A2 (P)A2 (P)A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Negative Negative R-Dn Negative R-Dn R-Dn R-Dn Stable Negative Negative Negative Negative Negative Aa3 A1 Aa3 A1 Aa3 A2 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 Negative Negative Negative Negative Negative Stable Stable Stable Stable Stable Stable Stable Stable Stable Stable Aa3 A1 Aa3 A1 Aa3 A2 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Stable R-Dn R-Dn Stable R-Dn R-Dn R-Dn R-Dn Stable Aa3 Aa2 Stable Stable Aa3 Aa2 R-Dn R-Dn Stable Stable Stable Stable Stable Stable AIG Financial Leverage and Fixed-Charge Coverage Leverage and Coverage Adjustments Company: American International Group, Inc. Financial Leverage Unadjusted debt ($ mil) Adjusted debt ($ mil) Unadjusted equity ($ mil) Adjusted equity & minority interest ($ mil) Unadjusted debt % capital Adjusted debt % capital Earnings Coverage of Interest & Prfrd Divs Unadjusted EBIT ($ mil) Adjusted EBIT ($ mil) Unadjusted interest & preferred dividends ($ mil) Adjusted interest & preferred dividends ($ mil) Unadjusted earnings coverage (x) Adjusted earnings coverage (x) Adjusted earnings coverage (x) - 5-yr avg Dividend Ca~acit:l Coverage of Int & Prfrd Divs Portion of equity not immediately available (%) Unrestricted subsidiary dividend capacity ($ mil) Unadjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) - 5-yr avg Goodwill Ex~osure Goodwill ($ mil) Goodwill % equity Balance Sheet In~uts ($ mil) Total assets Unadjusted debt Operating debt Financial debt Minority interest Unadjusted equity "Yes" if life investments> 50% total investments Net unrealized investment appreciation Income Statement In~uts ($ mil) Total revenue Unadjusted interest expense Operating interest expense Financial interest expense Income tax expense Minority interest expense Net income Preferred dividends I:tt()f()tm~ TTM 6/08 2007 2006 2005 2004 2003 178,638 178,638 78,088 94,408 69.6% 65.4% 176,049 176,049 95,801 101,848 64.8% 148,679 148,679 101,677 99,372 59.4% 109,849 109,849 86,317 83,093 56.0% 96,899 96,899 79,673 74,178 54.9% 80,349 80,349 69,230 63,706 53.7% 18,631 10,270 9,688 1,327 1.9x 28,672 22,562 6,951 841 4.1x 20,886 15,711 5,673 498 3.7x 19,128 15,087 4,427 386 4.3x 16,135 12,318 4,219 402 3.8x 89% 9,495 1.7x 89% 8,764 2.0x 89% 7,615 1.8x 23,690 2,238 32.0x 81% 18,202 81% 18,202 81% 18,202 1.9x 90% 10,168 1.5x 18.2x 10,661 13.7% 10,661 #DIV/OI 9,414 8,628 8,093 8,556 7,619 N;~F;4 j1l)$'f~ $;#% 10)7% n:Q% 1,049,876 178,638 0 178,638 11,149 78,088 Yes -5,171 1,049,876 178,638 0 178,638 11,149 78,088 Yes -5,171 1,060,505 176,049 0 176,049 10,422 95,801 Yes 4,375 979,410 148,679 0 148,679 7,778 101,677 Yes 10,083 853,048 109,849 0 109,849 5,124 86,317 Yes 8,348 801,007 96,899 0 96,899 4,831 79,673 Yes 10,326 675,602 80,349 0 80,349 3,547 69,230 Yes 9,071 110,064 110,064 9,688 8,361 1,327 1,455 1,288 6,200 0 113,387 6,951 6,110 841 6,537 1,136 14,048 0 108,781 5,673 5,175 498 4,258 478 10,477 0 97,823 4,427 4,041 386 4,407 455 9,839 0 79,601 4,219 3,817 402 3,556 252 8,108 0 1,455 1,288 6,200 0 Pro forma TTM 6/08 assumptions: • Adjusted EBIT based on 2006 amount plus 5% • Adjusted interest and preferred dividends based on 2006 amount plus full-year fixed charges associated with hybrids 25 of 66 Leverage and Coverage Adjustments Company: American International Group, In(Rr&f9rm~ TTM 6/08 TTM 6/08 Pension Adjustments {$ mil} Assumed borrowing rate (%) Assumed tax rate (%) Projected benefit obligation (end of year) Fair value of plan assets (end of year) Pension asset recorded Pension liability recorded Debt adjustment Shareholders' equity adjustment Interest expense adjustment Lease Adjustments ($ mil) Assumed debt multiplier (x) Rent expense Debt adjustment Interest expense adjustment EBIT adjustment Other Adjustments ($ mil) Hybrid securities #1 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Hybrid securities #2 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Lloyd's LOCS 2007 2006 2005 2004 2003 4,657 3,610 4,126 2,871 523 888 1,255 -579 63 3,950 2,715 566 941 1,235 -559 62 568 3,408 189 189 524 3,144 175 175 4,901 4,081 4,901 4,081 5% 35% 4,901 4,081 41 41 41 52 4,481 3,260 703 807 1,221 -726 61 771 4,626 257 257 771 4,626 257 257 6x 771 4,626 257 257 657 3,942 219 219 597 3,582 199 199 100 100 100 191 186 199 192 Mezzanine Mezzanine Mezzanine Mezzanine Mezzanine Mezzanine Mezzanine A A A A A A A 100 100 100 191 186 199 192 0 0 0 0 0 0 0 18,746 18,746 5,809 Debt Debt Debt D D D 4,687 4,687 1,452 14,060 14,060 4,357 26 of 66 Rating Factors AIG Domestic Life & Retirement Svcs YE 2007 Scorecard x x x X X 9.8% 1'0 -...J - 7.7% o 10.3% ( J) (J) 40.3% Other Considerations (if applicable, insert notches to be added to the adjusted total scorecard rating above): Management, Governance, and Risk Management: Accounting Policy & Disclosure: Sovereign & Regulatory Environment: Stand-Alone Rating Recommendation: Support (if applicable, insert notches to be added to the standalone rating above): Nature and Terms of Explicit Support: Nature and Terms of Implicit Support: Final Rating Recommendation: 8/07/08 ReM Scorecard Stress PROFORMA 2 American International Group, Inc. and Subsidiaries Consolidated Balance Sheet December 31, 2007 2006 397,372 21,581 $386,869 21,437 9,982 10,836 17,900 21,376 2,370 13,256 14,855 2,539 33,727 28,418 41,984 40,305 4,197 238 16,442 6,467 20,950 39,875 47,205 5,031 220 19,252 4,317 30,291 31,234 75,662 58,823 51,351 29,573 69,306 42,111 27,483 851,961 2,284 792,874 1,590 6,587 18,395 23,103 43,150 654 5,518 78,684 9,414 20,755 6,091 17,789 23,355 37,235 1,101 4,381 70,277 8,628 16,089 $1,060,505 $979,410 (in millions) Assets: Investments and financial services assets: Fixed maturities: Bonds available for sale, at fair value (amortized cost: 2007 - $393,170; 2006 - $377,163) Bonds held to maturity, at amortized cost (fair value: 2007 - $22,157; 2006 - $22,154) Bond trading securities, at fair value (includes hybrid financial instruments: 2007 - $555; 2006-$522) Equity securities: Common stocks available for sale, at fair value (cost: 2007 - $12,588; 2006 - $10,662) Common and preferred stocks trading, at fair value Preferred stocks available for sale, at fair value (cost: 2007 - $2,600; 2006 - $2,485) Mortgage and other loans receivable, net of allowance (2007 - $77; 2006 - $64) (includes loans held for sale: 2007 - $399) $ Financial services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2007 - $10,499; 2006 - $8,835) Securities available for sale, at fair value (cost: 2007 - $40,157; 2006 - $45,912) Trading securities, at fair value Spot commodities Unrealized gain on swaps, options and forward transactions Trade receivables Securities purchased under agreements to resell, at contract value Finance receivables, net of allowance (2007 - $878; 2006 - $737) (includes finance receivables held for sale: 2007 - $233; 2006 - $1,124) Securities lending invested collateral, at fair value (cost: 2007 - $80,641; 2006 - $69,306) Other invested assets Short-term investments, at cost (approximates fair value) Total investments and financial services assets Cash Investment income due and accrued Premiums and insurance balances receivable, net of allowance (2007 - $662; 2006 - $756) Reinsurance assets, net of allowance (2007 - $520; 2006 - $536) Deferred policy acquisition costs Investments in partially owned companies Real estate and other fixed assets, net of accumulated depreciation (2007 - $5,446; 2006 - $4,940) Separate and variable accounts Goodwill Other assets Total assets See Accompanying Notes to Consolidated Financial Statements. 28 of 66 130 AIG 2007 Form lO-K American International Group, Inc. and Subsidiaries Consolidated Balance Sheet Continued December 31, (in millions. except share data) Liabilities: Reserve for losses and loss expenses Unearned premiums Future policy benefits for life and accident and health insurance contracts Policyholders' contract deposits Other policyholders' funds Commissions, expenses and taxes payable Insurance balances payable Funds held by companies under reinsurance treaties Income taxes payable Financial services liabilities: Securities sold under agreements to repurchase, at contract value Trade payables Securities and spot commodities sold but not yet purchased, at fair value Unrealized loss on swaps, options and forward transactions Trust deposits and deposits due to banks and other depositors Commercial paper and extendible commercial notes Long-term borrowings Separate and variable accounts Securities lending payable Minority interest Other liabilities (includes hybrid financial instruments at fair value: 2007 - $47; 2006 - $ $111) Total liabilities Preferred shareholders' equity in subsidiary companies 2007 2006 85,500 28,022 136,068 258,459 12,599 6,310 4,878 2,501 3,823 $ 79,999 26,271 121,004 248,264 10,986 5,305 3,789 2,602 9,546 8,331 10,568 4,709 20,613 4,903 13,114 162,935 78,684 81,965 10,422 30,200 19,677 6,174 4,076 11,401 5,249 13,363 135,316 70,277 70,198 7,778 26,267 964,604 877,542 100 191 Commitments, Contingencies and Guarantees (See Note 12) Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 2007 and 2006- 2,751,327,476 Additional paid-in capital Payments advanced to purchase shares Retained earnings Accumulated other comprehensive income (loss) Treasury stock, at cost; 2007 - 221,743,421; 2006 -150,131,273 shares of common stock (including 119,293,487 and 119,278,644 shares, respectively, held by subsidiaries) Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity 6,878 2,590 6,878 2,848 (912) 89,029 4,643 84,996 9,110 (6,685) (1,897) 95,801 101,677 $1,060,505 $979,410 See Accompanying Notes to Consolidated Financial Statements. 29 of 66 AIG 2007 Form lO-K 131 American International Group, Inc. and Subsidiaries Consolidated Statement of Income Years Ended December 31, 2006 2005 $ 79,302 28,619 (3,592) $ 74,213 26,070 106 $ 70,310 22,584 341 (11,472) 17,207 12,998 15,546 110,064 113,387 108,781 66,115 35,006 60,287 31,413 64,100 29,468 101,121 91,700 93,568 8,943 21,687 15,213 5,489 1,048 2,587 1,671 2007 (in millions, except per share data) Revenues: Premiums and other considerations Net investment income Net realized capital gains (losses) Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Other income Total revenues Benefits and expenses: Incurred policy losses and benefits Insurance acquisition and other operating expenses Total benefits and expenses Income before income taxes, minority interest and cumulative effect of accounting changes Income taxes (benefits): Current Deferred 3,219 (1,764) Total income taxes 1,455 6,537 4,258 7,488 15,150 10,955 (1,288) (1,136) (478) 6,200 14,014 10,477 Income before minority interest and cumulative effect of accounting changes Minority interest Income before cumulative effect of accounting changes 34 Cumulative effect of accounting changes, net of tax Net income $ Earnings per common share: Basic Income before cumulative effect of accounting changes Cumulative effect of accounting changes, net of tax Net income Diluted Income before cumulative effect of accounting changes Cumulative effect of accounting changes, net of tax Net income Average shares outstanding: Basic Diluted See AccompanYing Notes to Consolidatea Financial Statements. 30 of 66 132 AIG 2007 Form lO-K 6,200 $ 14,048 $ 10,477 $2.40 $5.38 0.01 $4.03 $2.40 $5.39 $4.03 $2.39 $5.35 0.01 $3.99 $2.39 $5.36 $3.99 2,585 2,598 2,608 2,623 2,597 2,627 American International Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows Years Ended December 31, Summary: Net cash provided by operating activities Net cash used in investing activities Net cash provided by financing activities Effect of exchange rate changes on cash $ 35,171 694 1,590 Cash at end of year Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income: Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Net gains on sales of securities available for sale and other assets Foreign exchange transaction (gains) losses Net unrealized (gains) losses on non-AIGFP derivative assets and liabilities Equity in income of partially owned companies and other invested assets Amortization of deferred policy acquisition costs Amortization of premium and discount on securities and long-term borrowings Depreciation expenses, principally flight equipment Provision for finance receivable losses Other-than-temporary impairments Changes in operating assets and liabilities: General and life insurance reserves Premiums and insurance balances receivable and payable - net Reinsurance assets Capitalization of deferred policy acquisition costs Investment income due and accrued Funds held under reinsurance treaties Other policyholders' funds Income taxes payable Commissions, expenses and taxes payable Other assets and liabilities - net Bonds, common and preferred stocks trading Trade receivables and payables - net Trading securities Spot commodities Net unrealized (gain) loss on swaps, options and forward transactions Securities purchased under agreements to resell Securities sold under agreements to repurchase Securities and spot commodities sold but not yet purchased Finance receivables and other loans held for sale - originations and purchases Sales of finance receivables and other loans - held for sale Other, net Total adjustments See Accompanying Notes to ConsoJidateej Rnancia! Staternents, 31 of 66 6,287 (67,952) 61,244 114 2005 $ 23,413 (61,459) 38,097 (163) (307) 1,897 $ 2,284 $ $ 6,200 $ 14,048 1,590 (112) 2,009 $ 1,897 $ 10,477 11,472 (1,349) (104) 116 (4,760) 11,602 580 2,790 646 4,715 (763) 1,795 (713) (3,990) 11,578 699 2,374 495 944 (1,218) (3,330) 878 (1,421) 10,693 207 2,200 435 598 16,242 (207) 923 (15,846) (401) (151) 1,374 (3,709) 989 3,657 (3,667) 2,243 835 (18) 1,413 9,341 (11,391) 633 (5,145) 5,671 477 12,930 (1,214) 1,665 (15,363) (249) (1,612) (498) 2,003 408 (77) (9,147) (197) 1,339 (128) (1,482) (16,568) 9,552 (1,899) (10,786) 10,602 541 27,045 192 (5,365) (14,454) (171) 770 811 1,543 140 2,863 (5,581) 2,272 (3,753) 442 934 9,953 (12,534) 571 (13,070) 12,821 (1,535) 28,971 (7,761) $ 35,171 Net cash provided by operating activities AIG 2007 Form lO-K $ (68,007) 33,480 50 Change in cash Cash at beginning of year 134 2006 2007 (in millions) $ 6,287 12,936 $ 23,413 American International Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows Continued Years Ended December 31, (in millions; 2007 2006 2005 $ 132,320 $112,894 $ 140,076 12,475 11,661 Cash flows from investing activities: Proceeds from (payments for) Sales and maturities of fixed maturity securities available for sale and hybrid investments Sales of equity securities available for sale 9,616 295 303 14,109 9,062 12,553 (139,184) (10,933) (266) (4,772) (25,327) (1,361) (12,439) (15,271) (12,303) (870) (23,484) (55) Proceeds from fixed maturity securities held to maturity Sales of flight equipment Sales or distributions of other invested assets Payments received on mortgage and other loans receivable Principal payments received on finance receivables held for investment Purchases of fixed maturity securities available for sale and hybrid investments Purchases of equity securities available for sale Purchases of fixed maturity securities held to maturity Purchases of flight equipment Purchases of other invested assets Acquisitions, net of cash acquired Mortgage and other loans receivable issued Finance receivables held for investment - originations and purchases Change in securities lending invested collateral Net additions to real estate, fixed assets, and other assets Net change in short-term investments Net change in non-AIGFP derivative assets and liabilities $ (68,007) Net cash used in investing activities 205 46 697 14,084 573 14,899 5,165 3,679 12,586 12,461 (146,465) (14,482) (175,657) (13,273) (197) (3,333) (6,009) (6,193) (16,040) (15,059) (7,438) (5,310) (13,830) (17,276) (9,835) (1,097) (10,301) (941) (10,620) 1,801 (45) 688 $ (67,952) $ (61,459) Cash flows from financing activities: Proceeds from (payments for) Policyholders' contract deposits $ Policyholders' contract withdrawals Change in other deposits Change in commercial paper and extendible commercial notes Long-term borrowings issued Repayments on long-term borrowings Change in securities lending payable 64,829 (58,675) (182) (338) 103,210 (79,738) 11,757 57,197 51,699 (43,413) (36,339) 1,269 2,960 (957) (702) 71,028 67,061 (36,489) (51,402) 9,789 10,437 163 (100) 82 (1,638) (1,421) (20) 398 (176) (85) Redemption of subsidiary company preferred stock 206 (6,000) (1,881) (16) 308 Issuance of treasury stock Payments advanced to purchase treasury stock Cash dividends paid to shareholders Acquisition of treasury stock Other, net Net cash provided by financing activities $ 33,480 $ 61,244 $ 38,097 $ $ 8,818 5,163 $ $ 6,539 4,693 $ $ 4,883 2,593 $ $ 11,628 5,088 $ 10,746 $ 9,782 $ $ $ 791 $ $ Supplementary disclosure of cash flow information: Cash paid during the period for: Interest Taxes Non-cash financing activities: Interest credited to policyholder accounts included in financing activities Treasury stock acquired using payments advanced to purchase shares Non-cash investing activities: Debt assumed on acquisitions and warehoused investments See accompanying Notes to Consolidated Financial Statements. 32 of 66 AIG 2007 Form lO-K 135 American International Group, Inc. and Subsidiaries Part I - FINANCIAL INFORMATION ITEM 1. Financial Statements (unaudited) CONSOLIDATED BALANCE SHEET {e]__'!.!jH{~0.?L(0.0.9..0E!H~E!L __________________________________________________________________________________________________________________________________________________________________________________________________________________________________ _ June 30, 2008 December 31, 2007 Assets: Investments and Financial Services assets: Fixed maturity securities: Bonds available for sale, at fair value (amortized cost: 2008 - $400,052; 2007$393,170) Bonds held to maturity, at amortized cost (fair value: 2008 - $21,809; 2007 - $22,157) Bond trading securities, at fair value $ 393,316 21,632 $ 397,372 8,801 9,982 21,581 Equity securities: Common stocks available for sale, at fair value (cost: 2008 - $13,490; 2007 - $12,588) 17,306 17,900 Common and preferred stocks trading, at fair value 22,514 21,376 2,496 2,370 34,384 33,727 43,887 41,984 1,205 40,305 35,170 4,197 Preferred stocks available for sale, at fair value (cost: 2008 - $2,596; 2007 - $2,600) Mortgage and other loans receivable, net of allowance (2008 - $99; 2007 - $77) (held for sale: 2008 - $30; 2007 - $377 (amount measured at fair value: 2008 - $745) Financial Services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2008 - $11,359; 2007 - $10,499) Securities available for sale, at fair value (cost: 2008 - $1,246; 2007 - $40,157) Trading securities, at fair value Spot commodities, at fair value Unrealized gain on swaps, options and forward transactions, at fair value Trade receivables Securities purchased under agreements to resell, at fair value in 2008 90 238 11,548 12,318 2,294 672 16,597 20,950 Finance receivables, net of allowance (2008 - $1,133; 2007 - $878) (held for sale: 2008 - $36; 2007 - $233) 33,311 31,234 Securities lending invested collateral, at fair value (cost: 2008 - $67,758; 2007 - $80,641) 59,530 75,662 Other invested assets (amount measured at fair value: 2008 - $22,099; 2007 - $20,827) 62,029 58,823 ..................~~!?~!~!~.~~..!!:~.~~~~~.~.!~j~.~!?~!:!.~.~~~.~!.~~..~!..!~!L~~!.~.~:..~QQ~.=.E~:~.~.?J..........................................................~.~!.~~~....................~.~:~~.~ 835,602 Total Investments and Financial Services assets 842,042 Cash 2,229 2,284 Investment income due and accrued 6,614 6,587 Premiums and insurance balances receivable, net of allowance (2008 - $596; 2007 - $662) 20,050 18,395 Reinsurance assets, net of allowance (2008 - $502; 2007 - $520) 22,940 23,103 8,211 Current and deferred income taxes Deferred policy acquisition costs Investments in partially owned companies 46,733 43,914 628 654 Real estate and other fixed assets, net of accumulated depreciation (2008 - $5,710; 2007- 5,692 5,518 Separate and variable accounts, at fair value 73,401 78,684 Goodwill 10,661 9,414 Other assets (amount measured at fair value: 2008 - $2,452; 2007 - $4,152) 17,115 17,766 $1,049,876 $1,048,361 $5,446) Total assets See Accompanying Notes to Consolidated Financial Statements. 33 of 66 1 American International Group, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEET (continued) (~.~!?}!!!!9.Q?:"?:~!:!!!'~!!'~!::.!!.~!!?L(,!!.~~.,!.q!!.'C.qL. .................................................................................................................................................................................................... June 30, 2008 December 31, 2007 Liabilities: $ Reserve for losses and loss expenses 88,747 $ 85,500 28,738 27,703 Future policy benefits for life and accident and health insurance contracts 147,232 136,387 Policyholders' contract deposits (amount measured at fair value: 2008 - $4,179; 2007 - $295) 265,411 258,459 13,773 12,599 5,597 6,310 Insurance balances payable 5,569 4,878 Funds held by companies under reinsurance treaties 2,498 Unearned premiums Other policyholders' funds Commissions, expenses and taxes payable Current income taxes payable 2,501 3,823 Financial Services liabilities: Securities sold under agreements to repurchase (amount measured at fair value: 2008$8,338) 9,659 8,331 Trade payables 1,622 6,445 Securities and spot commodities sold but not yet purchased, at fair value 3,189 4,709 Unrealized loss on swaps, options and forward transactions, at fair value 24,232 14,817 Trust deposits and deposits due to banks and other depositors (amount measured at fair value: 2008 - $240) Commercial paper and extendible commercial notes Long·term borrowings (amount measured at fair value: 2008 - $53,839) 6,165 4,903 15,061 13,114 163,577 162,935 Separate and variable accounts 73,401 78,684 Securities lending payable 75,056 81,965 Minority interest 11,149 10,422 Other liabilities (amount measured at fair value: 2008 - $6,861; 2007 - $3,262) 31,012 27,975 971,688 952,460 100 100 7,370 6,878 9,446 2,848 Retained earnings 73,743 89,029 Accumulated other comprehensive income (loss) (3,903) 4,643 Treasury stock, at cost; 2008 - 259,225,244; 2007 - 221,743,421 shares of common stock (8,568) (6,685) Total liabilities Preferred shareholders' equity in subsidiary companies Commitments, Contingencies and Guarantees (See Note 6) Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 20082,948,038,001; 2007 - 2,751,327,476 Additional paid·in capital Payments advanced to purchase shares (912) Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity See Accompanying Notes to Consolidated Financial Statements. 34 of 66 2 78,088 95,801 $1,049,876 $1,048,361 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (LOSS) {!!!'JI!Hijg_r.L!?!__~!:'~~j?L£'~L?:.t2?"~~_~9..!~LJ~!!!~~~!~{!~~L _______________________________________________________________________________________________________________________________________________________________________________________________ _ Three Months Six Months Ended June 30, Ended June 30, 2008 2007 2008 2007 Revenues: Premiums and other considerations Net investment income Net realized capital losses $21,735 $19,533 6,728 7,853 (6,081) $ 42,407 $39,175 11,682 14,977 (28) (12,170) (98) Unrealized market valuation losses on AIGFP super senior credit default swap portfolio (5,565) Other income Total revenues (14,672) 3,116 3,792 6,717 7,741 19,933 31,150 33,964 61,795 18,450 16,221 34,332 32,367 ._------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Benefits and expenses: Incurred policy losses and benefits .........!.~.~~.~~.~.~~..~~9.~.~~!!~~!:..~!:.q.~!~~.~.!? p-~~~!~~~..~~!?~.~~~.~.._....................................................................~~,~~~............~!.~Q~...........!~!.~.~~..........~~!~~.~ .........!~!.~~.!?~~~!!!~.~~~..~~.P-~.~.~~~..............................................._....................................................................~!!,~~~.........~.~!.~~~•••••••••••~~!.~!!~..........~~!~~.~ Income (loss) before income taxes (benefits) and minority interest (8,756) 6,328 (20,020) 12,500 Income taxes (benefits) (3,357) 1,679 (6,894) 3,405 Income (loss) before minority interest (5,399) 4,649 (13,126) 9,095 Minority interest 42 Net income (loss (372) (36) (688) $ (5,357) $ 4277 $(13,162) $ 8,407 $ (2.06) $ (2.06) $ 1.64 (5.11) $ 3.22 $ 1.64 $ $ (5.11) $ 3.21 Earnings (loss) per common share: Basic Diluted Q!~!!I.~~.~~.!I.~~J.~~.~~..~~!.~.I!~.~~.'!.~.~.~!~......................................................................................................~...Q,.~~Q.......~...Q:;>g.Q......~....Q:~~.Q.......~..g.c~.~!? Average shares outstanding: Basic 2,605 2,602 2,575 2,607 Diluted 2,605 2,613 2,575 2,621 See Accompanying Notes to Consolidated Financial Statements. 35 of 66 3 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS [[!!.I!2!ijjg.(}.~}.J.I!.(}.CJ.I!E!!~EL.................................................................................................................................................................................................................................... Six Months Ended June 30, 2008 2007 Summary: $ 16,589 Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities $ 17,431 (21,963) Net cash provided by (used in) financing activities (40,314) 5,274 Effect of exchange rate changes on cash 22,947 45 Change in cash (19) (55) Cash at beginning of year period 45 2,284 1,590 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- $ 2,229 Cash at end of year period $ 1,635 Cash flows from operating activities: ..........~~.~.!.~.~~~.~..(!~~.~L................................................................._...............................................................................................................~t!.~!.~~~LJ....~!~Q.! Adjustments to reconcile net income (loss) to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income (loss): Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Net gains on sales of securities available for sale and other assets Foreign exchange transaction (gains) losses 14,672 (494) 857 Net unrealized (gains) losses on non·AIGFP derivatives and other assets and liabilities Equity in income of partially owned companies and other invested assets 2,086 (151) (732) 639 (123) (2,747) Amortization of deferred policy acquisition costs 7,343 5,911 Depreciation and other amortization 1,799 1,608 Provision for mortgage, other loans and finance receivables Other·than·temporary impairments 578 229 12,416 884 9,748 8,238 Changes in operating assets and liabilities: General and life insurance reserves Premiums and insurance balances receivable and payable - net Reinsurance assets (1,104) 196 Capitalization of deferred policy acquisition costs (9,160) Investment income due and accrued 118 Funds held under reinsurance treaties (25) Other policyholders' funds 851 Income taxes receivable and payable - net (6,960) Commissions, expenses and taxes payable 52 Other assets and liabilities - net Trade receivables and payables - net 434 (7,567) (44) (210) 879 (225) 724 1,809 553 (6,446) (925) Trading securities 930 Spot commodities 148 Net unrealized (gain) loss on swaps, options and forward transactions (941) (2,258) 127 (3,993) 1,317 Securities purchased under agreements to resell 4,353 2,116 Securities sold under agreements to repurchase 1,237 Securities and spot commodities sold but not yet purchased Finance receivables and other loans held for sale - originations and purchases (1,531) (226) 221 (279) (3,957) Sales of finance receivables and other loans - held for sale 492 4,177 Other, net 209 922 29,751 9,024 $ 16,589 $ 17,431 Total adjustments Net cash provided by operating activities See Accompanying Notes to Consolidated Financial Statements. 36 of 66 5 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (continued) .cU_~!?}jjl{QQ?:L{~{Q~~~{~~f~~ql ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________ _ Six Months Ended June 30, 2008 2007 Cash flows from investing activities: Proceeds from (payments for) Sales and matu rities of fixed maturity securities available for sale and hybrid investments Sales of equity securities available for sale Proceeds from fixed maturity securities held to maturity Sales of trading securities Sales of flight equipment Sales or distributions of other invested assets Payments received on mortgage and other loans receivable Principal payments received on finance receivables held for investment Purchases of fixed maturity securities available for sale and hybrid investments Purchases of equity securities available for sale Purchases of fixed maturity securities held to maturity Purchases of trading securities Purchases of flight equipment (including progress payments) Purchases of other invested assets Mortgage and other loans receivable issued Finance receivables held for investment - originations and purchases Change in securities lending invested collateral Net additions to real estate, fixed assets, and other assets Net change in short·term investments Net change in non·AIGFP derivative assets and liabilities Net cash provided by (used in) investing activities $ 42,026 4,861 33 14,120 372 8,715 3,457 6,757 (47,114) (5,808) (88) (9,244) (2,950) (11,988) (3,340) (8,778) 6,315 (663) (18,832) 186 $ 64,563 $(21,963) $(40,314) $ 33,322 (27,926) 682 1,930 55,685 (56,645) (6,919) 7,343 11 (1,000) (1,036) $ 28,769 (173) 132 4,275 133 28 6,208 2,270 6,430 (72,348) (5,852) (129) (3,883) (12,171) (5,029) (7,387) (11,772) (466) (4,636) (548) Cash flows from financing activities: Proceeds from (payments for) Policyholders' contract deposits Policyholders' contract withdrawals Change in other deposits Change in commercial paper and extendible commercial notes Long·term borrowings issued Repayments on long·term borrowings Change in securities lending payable Proceeds from common stock issued Issuance of treasury stock Payments advanced to purchase treasury stock Cash dividends paid to shareholders (29,379) (823) 1,768 50,091 (34,937) 12,021 180 (4,000) (859) Acquisition of treasury stock (16) Other, net Net cash provided by (used in) financing activities $ 5,274 $ 22,947 $ $ 3,493 66 $ 3,744 $ 3,524 $ $ $ 3,815 1,912 431 $ 5,932 $ 1,664 $ 153 $ Supplementary disclosure of cash flow information: Cash paid (received) during the period for: Interest Taxes Non-cash financing activities: Interest credited to policyholder accounts included in financing activities Treasury stock acquired using payments advanced to purchase shares Present value of future contract adjustment payments related to issuance of equity units $ Non-cash investing activities: Debt assumed on acquisitions and warehoused investments See Accompanying Notes to Consolidated Financial Statements. 37 of 66 6 354 Table of Contents AMERICAN INTERNATIONAL GROUP, INC. AND SUBSIDIARIES Condensed Financial Information of Registrant Balance Sheet - Parent Company Only Schedule II December 31, (in millions) 2006 2007 Assets: Cash Invested assets Carrying value of subsidiaries and partially owned companies, at equity Premiums and insurance balances receivable - net Other assets Total assets $ 84 14,648 111,714 311 9,103 135,860 $ 76 7,346 109,125 222 3,767 120,536 Liabilities: 43 3,916 20,397 500 14,274 874 55 40,059 Insurance balances payable Due to affiliates - net Notes and bonds payable Loans payable AIG MIP matched notes and bonds payable Series AIGFP matched notes and bonds payable Other liabilities Total liabilities Shareholders' equity: Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Treasury stock Total shareholders' eguity Total liabilities and shareholders' eguity 21 1,841 8,917 700 5,468 72 1,840 18,859 6,878 1,936 89,029 4,643 (6,685) 95,801 $135,860 6,878 2,590 84,996 9,110 (1,897) 101,677 $120,536 See Accompanying Notes to Financial Statements - Parent Company Only. Statement of Income - Parent Company Only Years Ended December 31, (in millions) Agency income (loss) Financial services income Asset management income (loss) Cash dividend income from consolidated subsidiaries Dividend income from partially-owned companies Equity in undistributed net income of consolidated subsidiaries and partially owned companies Other expenses, net Cumulative effect of an accounting change Income before income taxes Income taxes (benefits) Net income 2006 2007 $ 10 69 99 4,685 9 3,121 (2,566) 5,427 (773) $ 6,200 $ 9 531 34 1,689 11 13,308 (1,371) 34 14,245 197 $14,048 2005 $ 3 507 (3) 1,958 127 10,156 (2,203) 10,545 68 $10,477 See Accompanying Notes to Financial Statements - Parent Company Only. AIG 2007 Form lO-K 38 of 66 227 Table of Contents AMERICAN INTERNATIONAL GROUP, INC. AND SUBSIDIARIES Condensed Financial Information of Registrant Continued Statement of Cash Flows - Parent Company Only Schedule II Years Ended December 31, 2007 2006 2005 $ 6,200 $ 14,048 $ 10,477 (in millions) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income: Equity in undistributed net income of consolidated subsidiaries and partially owned companies Foreign exchange transaction (gains) losses Changes in operating assets and liabilities: Change in premiums and insurance balances receivable and payable Loan receivables held for sale - purchases Sales of loan receivables - held for sale Other, net Total adjustments Net cash provided by (used in) operating activities Cash flows from investing activities: Purchase of investments Sale of investments Change in short-term investments Contributions to subsidiaries and investments in partially owned companies Mortgage and other loan receivables - originations and purchases Payments received on mortgages and other loan receivables Other, net Net cash used in investing activities Cash flows from financing activities: Notes, bonds and loans issued Repayments of notes, bonds and loans Issuance of treasury stock Cash dividends paid to shareholders Payments advanced to purchase shares Acquisition of treasury stock Other, net Net cash (used in) provided by financing activities Change in cash Cash at beginning of year Cash at end of year (9,941) 333 (13,308) 232 (44) (404) 40 3,046 (6,970) (770) (423) (1,139) (14,638) (590) (7,640) 3,057 (3,631) (755) (2,026) 498 (240) (10,737) (7,875) 3,402 414 (3,017) (423) 15 (159) (7,643) (117) (1,681) 20,582 (1,253) 217 (1,881) (6,000) (16) (134) 11,515 8 76 84 $ 12,038 (2,417) 163 (1,638) 2,101 (607) 82 (1,421) (20) (7) 8,119 (114) 190 76 $ (176) 21 (10,156) 15 1,518 (8,623) 1,854 (598) (966) $ 173 17 190 NOTES TO FINANCIAL STATEMENTS - PARENT COMPANY ONLY (J) Agency operations conducted in Nnt' York through the North American Division (~fAIU are included in the financial statements (~f the parent company. (2) Certain prior period amounts have been reclass{fied to conform to the current period presentation. (3) "Equity in undistributed net income (~fc()ns()lidated subsidiaries and partially (J1rned companies" in the accompanying Statement (~flncome - Parent Company Only - includes equity in income (~f the minority-01t'ned insurance operations. 228 AIG 2007 Fonn lO-K 39 of 66 American International Group, Inc. and Subsidiaries Invested Assets The following tables summarize the composition of AIG's invested assets by segment: ._------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ (in roil/ions) General Insurance Life Insurance & Retirement Services Financial Services Asset Management Other Total June 30, 2008 Fixed maturity securities: Bonds available for sale, at fair value Bonds held to maturity, at amortized cost $ 72,981 21,346 $297,095 $ 1,370 $21,870 $393,316 $ 1 285 21,632 8,764 37 8,801 4,522 12,018 787 285 22,200 29 Bond trading securities, at fair value Equity securities: Common stocks available for sale, at fair value Common and preferred stocks trading, at fair value Preferred stocks available for sale, at fair value Mortgage and other loans receivable, net of allowance 1,943 543 10 16 26,010 1,038 (21) 17,306 22,514 2,496 7,275 45 34,384 Financial Services assets: Flight equipment primarily under operating leases, net 43,887 of accumulated depreciation 43,887 1,205 1,205 Trading securities, at fair value 35,170 35,170 Spot commodities, at fair value 90 90 Securities available for sale, at fair value Unrealized gain on swaps, options and forward (1,172) 12,720 transactions, at fair value Trade receivables 11,548 2,294 2,294 16,597 16,597 Securities purchased under agreements to resell, at fair value 5 33,306 4,951 48,312 141 6,126 12,616 20,810 3,670 17,840 7,093 62,029 9,967 32,724 3,974 7,125 15,702 69,492 128,627 468,482 155,472 61,374 21,647 835,602 499 979 476 269 6 2,229 1,380 4,952 29 255 (2) 342 965 28 95 224 1,654 $130,848 $475,378 $156,005 $61,993 $21,875 $846,099 Finance receivables, net of allowance Securities lending invested collateral, at fair value Other invested assets Short·term investments 33,311 59,530 Total Investments and Financial Services assets as shown on the balance sheet Cash Investment income due and accrued Real estate, net of accumulated del2reciation Total invested assets ok * At June 30,2008, approximately 63 percent and 37 percent of invested assets were held in domestic and foreign investments, respectively. 40 of 66 105 6,614 :E-. )HI/':!ll.,~:1 :: :~:: i, :"f 'J rCllz'·.d (;:~ -:: t·~::~:;: ~:- .>··~:I r(.,:d~:'( '":'l" ':;';';~ ,'I lJ: ::.-:.-:-:. 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'::~~~ 1-)J..'~': 42 of 66 ~-: ;.' :~n 4<;:.. 1..,!(,J'I".'iI'··, .....:: ';'1 ~,"I ~~.~ M;n:IS;~: ;'~.j.i(:". ~\.~~.~Dt~ dl·I<1·~.~..;; .. ~.31~.":..~. :;~.: "AE:.J .. ~.~~:~.~ :~J.i(J. ~... ~.~ '.~;' .D~.~ :. riO) .~::..: i'~.~,.~. ~:'''r''~ , '-: :~'.(;' . ~~:: ~~:::.~" .~. '1-) ~~~. '~". 1-). ; ~:-t ~'~~"J"" t>«·~ 'I-.l,;;; 1 .... .1': ;11, ~:.-';:~~~ .., - ,., .' " .. -r."~"1II ~J..:i~ ,. ;..:: ~ li' .J.J~ ~ •..." Th~ ,1IilMt~,:fI r,(,~t: r;;;1llllf ';01:'''; .1':' ,,1 "J~~'[. Flf~18S 1Il'.'I:t'-tln;,·M:,-;, ,11h,;;!' 11'...... ;, 111';';;,: iiI' "'lelFf' ....,t JIJJIII: ?:Go, :lOll$. t,~ ~,~-,,')! (,I' ';lllt;Jgl: ~~ ~:,.:j;;;', ~:~ v~.: ,u.ll,,.,r,;dtt- il.lll(l"(:;': rt..-I'''J<i: 1(",)1 R~l~~ 1 ~J. ~;:; ~~ j ., " " :'::':1 E!! ~L:.:!:: 1':.:;'; 1'1:,.::',4'; ;; ·1~· i .~ ;'i,:~ 1:'::, ~~:~: ........,: 'f 1 ," ,~,'4 1:.:'.:.'., : N, .::: j( ~. ~.~ -..... tH, :,·~·i f:n"44 : .:.:.~( ,. < ~: ;'~. t,::;' ':<:4 ~:~ ~~.i .:;:~.:.:c 0;';' I)i .0 Equity PICC - strategic shareholding Taiwan Semiconductor - Taiwan Chunghwa Telecom - Taiwan T&D Holdings (merged Taiyo and Daiwa) Pru Class B (part of demutualization process) PTT PCL - Thailand CP All - Thailand (private equity portfolio) Nippon Building Fund - Japan REIT Mediatek - Taiwan Hon Hai Precision Industry - Taiwan (Mlns) Exposure 546 257 257 163 157 134 127 115 106 101 Credit TAIWAN, REPUBLIC OF JAPAN, GOVERNMENT OF THAILAND, KINGDOM OF CITIGROUP INC GENERAL ELECTRIC CO HSBC HOLDINGS PLC JP MORGAN CHASE & CO BANK OF AMERICA CORP SINGAPORE, REPUBLIC OF WACHOVIA CORP KOREA, REPUBLIC OF AT&T INC GOLDMAN SACHS GROUP INC MORGAN STANLEY ROYAL BANK OF SCOTLAND GROUP PLC (Bins) Exposure 15,973.3 10,231.8 6,132.3 4,172.9 3,860.0 3,796.2 3,711.3 3,709.2 2,976.8 2,903.6 2,767.1 2,614.4 2,608.4 2,500.1 2,418.8 43 of 66 ",. .... ~("'I:;:i .,::.. ~. .jr:(~ ..............-......,. : c· • • •' :i. .. ..:t"~ • S , .- .~I~·~: Valuation date: December 31, 2007 Group Name: AIG Inc. (Insurance Investment Portfolios) Summary MBS/CDO/FG Holdings Holdings ($ millions) CMBS Prime - Non Agency 1st lien RMBS Prime - Non Agency 2nd lien RMBS Alt A RMBS (1 st or 2nd lien) Subprime 1st lien RMBS Subprime 2nd lien RMBS HELOC RMBS Home equity/Closed end 2nd lien RMBS COO with subprime/Alt A exposures COOA2 with subprime/Alt A exposures Financial Guarantor direct exposure' Financial Guarantor wrapped investments" Market Value 22,998.8 Amortized Cost 23,918.0 21,072.9 850.1 24,892.2 21,189.1 21,551.7 955.1 26,616.4 24,073.6 1,861.5 1,989.0 58.0 38.5 41,870.0 Investme Investme nt % Total nt % of Invest. Equity 25% 3% 3% 0% 4% 3% 0% 0% 0% 22% 1% 28% 25% 0% 2% 0% 58.0 0% 0% 0% 0% 56.6 42,150.0 0% 6% 0% 44% Total cash and investments 693,004.0 688,123.0 Shareholders' equity 95,801.0 95,801.0 • Represents amortized cost and fair value related to $58MM in bonds and $136MM notional of CDS exposure . •• We recognize that this exposure may already be included in the lines above, but request you to identify it separately here 44 of 66 /\ ~ J §J:;~. j i},:. ;,:; i.(ij,l~ .)11'. ~).,.I,.;:'i:,'imj d!:;:;:.t.,IJ (:j .}:';:;:I··~ ~"JJ;' ::,;:~ ..;j Ili{I::::~·I'. ::~d:r.Q(::~{!<I·· ~·{i 11i.··c {t' :: t·;;;;~~:·,:: I ! '1:~ JOIGrr- ~~ :ist::~""iii"'~" Jr "'!..i\Ji8 no·::' r!ik "iii!! ,H L:?'~f ~., :ro J.F@o ~<:fQ l':'!i/,:"';;-' } ,.: . ~ ·.~r -:~ ~l~ "hi': '-'#..... i'#. )i'~ •.')'H ii.":ll i x;.:~ ill '?-:: ': . . ··1··11\. ~,tlllli '" 1IIi, 0:':: ·'1 I:: ::::. • ~. "~:';:;:>' .~,. :·HoXs. ~ ~:[: ::~:[~:f*:::: ::~~:;~ ~t .,. it ~ :.r;t ;;~I ::I::I! ~}* 1>.!I:i>~H~ ... "~ :: :)( ",:.:. 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J .::::::::?,Ixl:{ ~:.::~ :·tri·: ~<;:: ~ 8:~::+.: .·fJx 8:: ~:: ~:cio{ ::~ ~ :~6~::~ ~ ,:.:•.;::.:~~:: .. ~ ,:::::~ ':',::~ '~" ~ "':'~::~)tl;(:~ ~ ~;~ ~ ~ ~ ~ ,.~'fj ~ :.: !Il.:§ ~.~., t/.~; F"ii(~~ ill ii9ll::/~ */;;;:~':~ri ;.,~k'2ii.::'-::~~~ rii ~ iiii.,:,~ ~ ::"!ir/~::::..'II;:: i:-~ii ~~~\:~;.'f.t~ ~ ~ ~ !ri ..~~::iw ~. ~ ~::~.~ ;~:.,. !II ::::g" ~ &.~:: ::0-:::' (:: ~ f* ~~ !ill ':;:8:: .,~:~ ~.l:: :'!I! :::-::~~:.oo. ~ a:~';;c:~,;, :'*::::~:: ~ Ii-:, ~:: ~::.::II!,I !!.::=' [Ib(:{::~ iii'. 1$11:::: ~::iii'::~.:(; ;:?:')C~.8 * a;:::: ~I-.~:~ ~·'iCiii ::;~~.:*~:.~;O :.::k:: 45 of 66 iM='~::o:'iM ~ :.*:: ::.:?:-: :;:* ~:iiC §:.:...:::x ~~;. ~::::::'~~Ia;:t Commercial Paper - Funding Liquidity for AIG, ILFC & AGF • Summary of commercial paper programs versus the backstop facilities for each entity Commercial Paper Outstanding vs. Backstop Coverage As of 7/25/08 $25,000 • If AIG were unable to issue commercial paper due to a severe disruption in the CP market, or to AIG-specific issues, the commercial paper issuing entities could draw down $20.2 billion under existing, committed backstop facilities. This compares against a total of $15.0 billion in CP currently outstanding for these issuers with $5.2 billion still available . • This cash could then be used to meet all liquidity needs, including repayment of maturing CP, payment of all principal and interest on debt when due, payment of quarterly shareholder dividends ($1.95 billion through 1st quarter of 2009). $20,233 $20,000 ~ $15,000 I j-------------- " - - - - - - - 1 1 AIG Bilateral 'f $73 "" $10,000 .j::>.. (J) - $5,0001_, o ( J) (J) $0 I ;';';';';';';';';';';';';';';';';';1 ';';';';';';';';';';';';';';';';';-1 CP Outstanding Backstop Facilities Projected Combined Liquidity Position - AlG, ILFC & AGF As of 7/28/08 $18,000 $15,000 o $12,000 " :E $9,000 ,6 This projection does not include any unusual events, such as extraordinary dividends or other cash calls $6,000 $3,000 $0 ~"'Os"" ,*0 #' ~~#~~~~~$$~~$~~$$o/ o AIG Financial Products • Liquidity Position for FP under Stress Scenarios 1 & 2 AIGFP Liquidity Projection Scenarios $10,000 FP 1 .j::>.. -...J o ($8,719) ( J) (J) :$ :!: :!: I: ;'::.:;::,: ($28,729) ;'::, co~~ "co ~ ':;.." Q) ,,0 Q)\ ~ Q)\ ':;..~ ,,~ ~ ,,~ \"~ ~ ,," ,," rVCO " 0/ ,,'V "fJ "\,,Q) 'l>'l; \,,10 'V n}'l; n}"ro n}":>~ 1 AIG Combined Views AIG developed two stress scenarios in order to test the Company's ability to meet its near term obligations and maintain solvency and confidence. Combined Liquidity Projection· Scenario 1 $40,000 Scenario 1 .j::>.. ex> o Key Assumptions • Utilization of liquidity through CP or backstop facilities, MIP assets and the remaining proceeds from capital raise • A significant deterioration in FP's liquidity position from inability to roll its maturing liabilities or repos • Offset by monetization of unencumbered assets, portfolio trades, and various other transactions providing liquidity at FP $30,000 "~ +1------------------ $20,000 1 $10,000 1 $0 =-- """"""" $6,002 ~""-==-""-----~ ~I-------------------------------- ~~~~,~~~~~~~~~~~~~ ( J) (J) Scenario 1 results through 1Q'09 projects a cash position of $6.0 bill. Scenario 2 Combined Liquidity Projection· Scenario 2 Key Assumptions • All assumptions from Scenario 1 are incorporated • FP experiences additional margin calls resulting from severe adverse market developments • • Additional collateral calls due to a one notch downgrade by Moody's and S&P Additional liquidity withdrawals from FP clients due to credit concerns ::::::: +--rm_"_ _ _ __ $20,000 +c-::-----------------~ :: ~ $10,000 $0 1--l 1 """"""c-"""""---------------- .... """""~------------ ($14,008) :':;.):"; ..,-, ~~~~#~~~~~~~~~~~~# Scenario 2 results through 1 Q'09 projects a cash deficit of ($14.0) bill. 2 Explanation of Differences in Key Assumptions between Mayand July Analyses Stress Scenario 1 May Categor~ Opening Cash balance Maturing debt Other scheduled cashflows Nightingale Collateral/margin calls Gold leases Curzon CP Monetization of assets MTN and EMTN Repo Rollover issues 2a7 liquidity puts Portfolio trades Private Equity Difference 7,660,000 1,681,000 (5,979,000) (10,902,708) (940,573) (4,183,281 ) (7,993,920) 4,038,642 (2,274,278) 2,908,788 4,979,215 1,909,003 (523,850) (2,500,000) (394,500) (1,514,649) 17,000,000 (392,660) (699,583) (857,966) 156,000 (10,000,000) (100,686) 6,500,000 (265,960) (1,647,018) (680,756) (250,000) Closing balance A July 6,089,511 (8,718,698) 523,850 (7,500,000) A 394,500 1,413,963 B (10,500,000) C 126,700 (947,435) 177,210 (156,000) (250,000) (14,808,209) In the July analysis, AIG employed a significantly more severe assumption for the potential future collateral calls related to AIGFP's super senior credit derivatives as compared to the assumptions used in the May analysis. For the May analysis, AIG has assumed an additional $2.5 billion in collateral calls, based on the premise of markets remaining stable. Since then, AIG FP had posted an additional $6 billion, bringing the total posting to $16 billion. In the July analysis, AIG is assuming an additional $10 billion on top of the $16 billion already posted. In order for AIG to post an additional $10 billion, the valuations of the super senior COO securities would have to further deteriorate by an amount in excess of the $10 billion. As the majority of the mark to market losses recognized and collateral postings to date relate to the portion of the portfolio that includes some exposure to sub-prime, a further $13 billion deterioration of the value of these positions would equate to a drop in price by 17 points (ignoring amortization). If reduced by 17 points, then the average price for AIGFP's hi-grade COOs will be 51 and the average price for the mezzanine COOs would be 42. AIGFP's Super Senior COO Portfolio Containing Sub-prime RMBS Notional ($ billion) Hi-grade Mezzanine $ $ $ 41.956 15.842 57.798 AIG June Avg Price 67.81% 58.82% AIG June Avg Prices Adjusted by 17 50.81% 41.82% B The May analysis assumed that $1.5 billion in short-term debt issued by Curzon will not roll. AIG revised this assumption in the July analysis as only $100 million is currently rolling overnight. C The July analysis only considers unencumbered assets at AIGFP. It does not consider unencumberred assets at Banque AIG or assets held by AIG Inc on behalf of AIGFP. Total amount of additional unencumbered assets available to AIGFP to monetize that are not reflected above are approximatey $7.5 billion. While not considered in this analysis, these are assets available to AIG to monetize. 49 of 66 Explanation of Differences in Key Assumptions between May and July Analyses Stress Scenario 2 Category May Opening Cash balance July Difference 7,660,000 1,681,000 (5,979,000) Maturing debt Other scheduled cashflows (10,902,708) (940,573) (4,183,281) (7,993,920) 4,038,642 (2,274,278) 2,908,788 4,979,215 1,909,003 Nightingale Collateral! margin calls Gold leases Curzon CP Monetization of assets Commodity call Ratings downgrade Liquidity withdrawals MTN and EMTN Repo Rollover issues 2a7 liquidity puts Portfolio trades Private Equity (523,850) (11,500,000) (394,500) (6,392,216) 21,500,000 (817,197) (8,698,898) (1,400,000) (392,660) (699,583) (857,966) 156,000 Closing balance (14,204,151 ) (250,000) 523,850 (1,500,000) 394,500 819,807 (10,000,000) 67,197 (4,717,609) (971,958) 126,700 (947,435) 177,210 (156,000) (250,000) (28,728,886) (14,524,735) (13,000,000) (5,572,409) 11,500,000 (750,000) (13,416,507) (2,371,958) (265,960) (1,647,018) (680,756) A B C D D A In the July analysis, AIG employed a significantly more severe assumption for the potential future collateral calls related to AIGFP's super senior credit derivatives as compared to the assumptions used in the May analysis. For the May analysis, AIG has assumed an additional $11.5 billion in collateral calls. Since then, AIG FP had posted an additional $6 billion, bringing the total posting to $16 billion. In the July analysis, AIG is assuming an additional $13 billion on top of the $16 billion already posted. In order for AIG to post an additional $13 billion, the valuations of the super senior COO securities would have to further deteriorate by an amount in excess of the $13 billion. As the majority of the mark to market losses recognized and collateral postings to date relate to the portion of the portfolio that includes some exposure to sub-prime, a further $13 billion deterioration of the value of these positions would equate to a drop in price by 22 points (ignoring amortization). If reduced by 22 points, then the average price for AIGFP's hi-grade COOs will be 46 and the average price for the mezzanine COOs would be 37. AIGFP's Super Senior CDO Portfolio Containing Sub-prime RMBS Notional ($ billion) Hi-grade Mezzanine $ $ $ 41.956 15.842 57.798 AIG June Avg Price 67.81% 58.82% AIG June Avg Prices Adjusted by 22 45.81% 36.82% B The July analysis only considers unencumbered assets at AIGFP. It does not consider unencumberred assets at 8anque AIG or assets held by AIG Inc on behalf of AIGFP. Total amount of additional unencumbered assets available to AIGFP to monetize that are not reflected above are approximatey $7.5 billion. While not considered in this analysis, these are assets available to AIG to monetize. C A two-notch downgrade from Aa2 by Moody's only was assumed in the May analysis, while a one-notch downgrade from Aa3 by both Moody's and S&P is assumed in the July analysis. A split rating between Moody's and S&P reduces the liquidity demands by approximately $3 billion. D More severe assumptions were assumed for the contagion effect of a rating downgrade on AIGFP's outstanding business from counterparties electing to terminate trades with AIGFP. 50 of 66 en aI!'!!< ~ ~ 0 0 :?i 0 0 N 0 ~ "IF" "IF" r: 0 alllIIIIIIIIIIIIII ~ ro ~ r: C» en C» baaa I:L 51 of 66 co .... b (U ..Q E (U $>olI ~ (1) en trategic ~ eVI General Insurance - Core Operations Commercia! Insurance . u.s. P&C market leader .. Maintain historical under\lVr!ting discipline & creativity .. Maintain focus on underwriting profit .. Strong, experienced and stable management team Hartford Steam Boiler 01 1'0 o ( J) (J) United Guaranty .. Leading worldwide provider of equipment breakdown & engineered nnes .. Resu!ts generally not correlated with broader losses pac cycle or property GAT .. Excel lent retu rns .. Maintain commitment to domestic 1st nen and select international markets .. Current domestic 1st nen risk in-force value of $282 bn; new business highlY profitable .. Put 2 nd nen business behind us .. May consider sidecar and other potential reinsurance solutions to cede risk and leverage third-party capita! , Foreign General ............................................................................................................................................................................................. .. Unparalleled global franchise - leading global A&H provider .. Geographically diverse operations in more than 80 countries .. Excel lent retl! rns trategic ~ eVI life & Retirement Services - Core Operations - Foreign Life & Retirement Services 01 W o ( J) (J) DO!llestic Life! ex AGLA .. Leading market position - #1 market share in Hong Kong, Singapore, Thailand, China (foreign insurers) .. ALiCO ranks in the top five for new premiums in over 20 markets .. Competitive advantage through local market expertise and diversified distribution - agents, bancassurance, direct marketing, brokers, IFA, worksite .. Significant growth potentiai in attractive markets .. Leading market position and strong brand - #1 in !ife insurance issued (face amount), term nfe saies and structured settiements .. Diversified product portfono .. Relatively stable earnings profiie .. Expansive multi-channel distribution ...................................................................................... Domestic Retirement Services .. Leading market positions - #1 in fixed annuities and primary education; #3 in hea!thcare and higher education market .. Competitive advantage through strong brand positioning .. Opportunities for product and distribution expansion to meet growing demand trategic ~ eVI Financial Services and Asset Management - Core Operations - International Lease Finance Corporation .. #1 aircraft operating lessor in the world .. \Nodd class management team .. Strong expected cash flow generation .. Largest singie customer of both Boeing and Airbus .........................................................................................................................., ~merican - General Finance o ( J) (J) 2 nd .. largest branch network in U,S, targeting middle America .. Seasoned management .. Superior credit peliormance .. Near term focus on expense management and slower growth ..........................................................................................................................................................................................., Commercial Equipment Finance .. Strong franchise established with diversified equipment finance portfolio worth $1.9 bn .. Near term focus on expense management and slower growth .. May consider portfolio sales at attractive prices ............................................................................................................... Asset Management (3 fd Party) .. Compiementary to insurance business .. Global footprint .. Continue to improve scale and servicing platform trategic ~ eVI The following areas are under consideration for potential actions: ~ Stream!!nes portfolio ., Enhances returns ~nsurance ® 8i <8 Reduces earnings volatility ® 01 ~~ Deploys capital more effectively - <8 ( J) (J) ., Sharpens management focus Transatlantic Holdings Domestic Personal Lines AGLA Domestic Employee Benefits Solutions and Association Benefits Solutions Non~~nsurance ., A!G Commodities Index <8 <8 9,9% of equity2 - $9.5 bn ., Foreign Consumer Finance Business ® ~ 1.8%J of net earnings - $301 mm A! Imperia! Credit Other UGC 2 nd Uen Portfolio Financial Products Securities Lending ® 8i Notes: 1. Based upon 2001 results 2. PLD equity does not exclude peG, UGC 2"° lien equity approxirnated by usinn slaiuiory surplus of $17'5 rnrn as reported by UGC rnana~l'~rnent. Dornesiic Employee Benefiis Soluiiof1s and f\ssociation Benefits Solutions' equiiy approxirnated as pefcenta~~e of pren-:iurns FX Prime Brokerage ® Financial roducts Select operating units will be realigned within AIG or maintained. Others will be sold or run~off AIGFP 01 (J) o Transfer f Change Reporting Maintain Se!!~off R.un~off businesses businesses ( J) (J) ..... , .......................... , ............. , ............ ., ..... , ....... ., ..... , ............ , ........ . Fxpii;;e~ i............................... Brokeraoei w. ............. Credit r·············~·~~~·············· t........................................... J Independent ash I nalysis The BlackRock analysis enables AIG to better estimate the cash flow profile associated with running off AIGFP's multisector CDO portfolio is 109 CDS written on super senior CDO of ASS securities with notional exposure of $77 bn :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: is Estimate projected cash flow needs to run-off the portfolio (excluding collateral posting requirements) :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: 01 -...J o ( J) (J) .. Bottom up loan level cash flow analysis incorporating unique features of the collateral and COO waterfall structures building up to the CDS cash flows and subsequent recoveries :;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:; .. BlackRock's assumptions were used in this analysis is HPA Base Case: 36 % decline in house prices nationwide; 60~/o in CA .. Moody's Base Case: 22-28%) decline :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: is Fair value as of June 30 ti1 : ($24.8 bn) ~ AlG's estimate of expected losses: ($5-8.5 bn) .. BlackRock's estimate of net cash requirements: $5,6 bn (undiscounted, ignoring collateral posted to date) .. Collateral posted to date $19.2 bn Financial roducts: isk itigation Strategies AIG, aided by the BlackRock analysis, is actively pursuing opportunities to reduce exposure to the portfolio, to minimize earnings volatilitv and to meet liquidity requirements ~ 0lI 01 <D - ~ Sale or hedges of certain positions that present significant downside risk or are unlikely to recover in value Obtain a hedge against a tranche of the portfolio ~ Conversion of certain CDS positions into repo or structured lending transactions to provide increased f!exibinty for risk disposal Swapping of reference obligations ~ Renegotiation of CSA provisions ~ Entering into financing arrangements o ( J) (J) ecurities lending AIG, aided by BlackRock, is developing a plan for the orderly reduction and run . .off of the Securities lending portfolio " Shrinking the net outstanding balances of $69.0 bn; $2.7 bn reduction between 3/31/08 and 6/30/08; $6.5 bn since 6/30/08 " BlackRock analysis projects a $5.7 bn principal loss over the remaining duration of the aggregate portfolio (there are $26 bn of RMBS securities in other AIG portfolios with projected losses of $3.4 bn) " BlackRock projected losses are approximately 81 % of OTTI-to-date and 39% of OTTI and unrealized to date 1 ., Opportunity to seiective!y sell bonds without further deterioration to AIG's earnings and lor equity " BlackRock anaiysis provides potentia! to mitigate additional OTTI resulting from market dislocation affecting pt'icing " FHLB loans: Texas $6-8 bn, expected availability 9/30/08 ., Current cash in Secur'ities Lending pool of $9.4 bn; cash in General Account pool participants of $15.3 bn; totaling $27.7 bn or 36% of total Securities Lending iiabilities 2 " Government, agency pass throughs and high grade corporates avaiiable for repo totaling approximately $25 bn " Potential capital contribution fmm Parent to maintain 350 iYo RBG: $3-$8 bn thmugh the end of 2008 ., Already contributed $3,9 bn of capital in cash and securities to domestic iife insurance and retirement services companies Notes: '1, As of June 30, 20082, As of SeptelT!ber 8, 2008 apital and Liquidity Ian: sset ales AIG is considering asset sales for which it believes it could raise from $10 ~ $13 bn ($ rnrn) Transatlantic (J) -->. - $1 )800 - $2,200 Domestic Personal Unes(1) 3,500 - 5,000 AGLA 2 250 - 2,600 1 Domestic Employee Benefits and Association Benefits 250 - 350 o ( J) (J) Commodities Index(1) TBD FX Prime Brokerage(1) TBD Foreign Consumer Finance Businesses(1) AI Imperia! Credit (1 ) Tota~ Note: 1 Taxes will be deferred until the NOLs are fully utilized 1 400 - 2,200 1 180 - 250 $9~380 ~ $12~600 apital arkets ~ cenarlos AIG and JPMorgan believe AIG has the ability to raise $10 - $25 bn in the public and private markets $5 - $7 bn Up to $10 bn ~ Issuance concurrent with or after release of Q3 earnings ~ Privately-negotiated availab!e at any time $I $8 - $10 bn - Up to $5 bn For cash paYl maximizes proceeds from convertible market For preferred I hybrid structured to achieve similar equity credit to prior AIG hybrids ." Issuance concurrent with or after release of Q3 earnings ~ $1-$3bn l Exploring possibilities to monetize differences between marks and economic value l apital and Liquidity Ian: urces Uses AIG has identified adequate sources of liquidity to meet expected uses and contingencies Total Asset Sales $10-13 Capital Raise $10-25 Total Asset Sales Capital Raise (J) w 0 ( J) (J) Annua! Dividend Reduction $0-2 Investment Sales $1-2 Financing of Unencumbered Assets $5-15 Subtotal $26-57 AIGFP Solution ($5-10) Ufe Corllpanies Stat Capital Injection ($3-8) Subtotal ($8-18) Net Liquidity $18-39 Dividend Reduction $0-1 $10-25 $0-2 A!GFP Solution ($2-7) Total $8-21 ~ I IX f evenue ~ arnlngs: onsolidated The proposed actions will not fundamentally alter the mix of revenues or earnings among AIG's four principa~ segments 1 H2008 Revenues: $51.9 bn 1 1 H2008PF Revenues: $55.6 bn 2 Genet"a! :nsUr8.:1(;8 42 1)i) Ute !nS~r2!-~ce & Retirement Ufe Insurance & Serv:ces Retirem8r~t 49~'D Se,v:ces (J) .j::>. o ,16% M8n8gv 8%) 00.' 1_, Iv ( J) (J) 1 1 H2008 Pre-tax Operating Income: $9.3 bn 1 H2008PF Pre-tax Operating Income: $8.9 bn 2 Genera: :1?% Ufe Insu,ance & Ret:ren1t-nt S€wvices 56% ~\(l::J:1::J(Jf:·n,pl-,t~ Ufe ~nsu!anC8 .& Ret:rement Se(vic8s 56% ~\(l::Jn::Jnf:·n,pl-,t~ F:nand3! Serv:ces 9%-, Notes: 1. Operating income excludes RCG(L), FAS 133 and unrealized market v<,luation losses. 2. Adjusted to exclude potential dispositions djusted t Income: As a result of these changes, been $4.9 bn in 1H08 r Forma ($ mm) AIG~s pro forma core earnings would have < ($4~882) Adjusted Net Income 1H 2008' Adjustments Unrealized market valuation losses, net Credit valuation adjustments (eVA) Total Adjustments ($9,537) ($361 ) ($9,898) (J) 01 8. Fully Adjusted Net Income 1 H 2008 $5,016 (J) (J) Aggregate Adjusted Net Income from Dispositions 1 H 2008 Pro Forma 1 H 2008 Net Income Adjusted for Unrealized Market Valuation Losses s eVA and Dispositions Note: 1 f-\dJusted net income (loss) excludes net realized capital 9aim; (losses) and FAS 133, net of lax $160 $4,856 9/9/08 DRAFT Proprietary and Confidential = for AJG ~nternal Use Only Cumulative Loss Estimates by Vintage Base Case r······································S~;~~~~d··C·~~~·······································1 t........................................................................................................................ ~ HPA Projection: HPA Projection: 36% peak to trough national home price decline (18% actual through March 2008)* 48% peak to trough national home price decline (18% actual through March 2008)* 60% peak to trough California home price decline 68% peak to trough California home price decline Cumulative loss estimates Cumulative loss estimates Subprime 2004-1: 5% Subprime 2004-1: 6% Subprime 2004-2: 6% Subprime 2004-2: 8% o Subprime 2005-1: 9% Subprime 2005-1: 11% ( J) (J) Subprime 2005-2: 13% Subprime 2005-2: 16% ABX.06.1: 18% ABX.06.1: 23% ABX.06.2: 25% ABX.06.2: 32% ABX.07.1: 31% ABX.07.1: 41% ABX.07.2: 35% ABX.07.2: 49% (J) (J) - Four of the above subprime indices (2004-1, 2004-2, 2005-1, and 2005-2) were custom synthesized according to the following constraints: • Deal issued within 6 months prior to the launch date (e.g., the 2004-1 index uses deals issued in the second half of 2003) • No more than four deals with the same originator • Rated by Moody's and sap (the AM tranche is referenced in the index) *Source: SEtP / Case-Schiller I 20 I I".... BLACKROCK SOLUTIONS';) FINANCIAL INSTITUTIONS GROUP RATING COMMITTEE MEMO CONFIDENTIAL Rationale for parent recommendation • The Federal Reserve has provided AIG with an $85 billion two-year revolving credit line, effective Sept. 16, 2008. Please see separate memo for notes of discussions with Dan Jester, Fed representative, and Bob Gender, AIG's Treasurer. • We also spoke with Ed Liddy, AIG's new CEO, and with heads of AIG's major insurance segments, who say that customer activity has largely stabilized after significant disruptions over the past few days. AIG's recent financial performance • During the past three quarters (4Q07 thru 2Q08), AIG's CDS and investment portfolios have produced realized and unrealized losses and unrealized investment depreciation totalling $59 bin pretax and $38 bin after taxes (table on pg 2). • AIG has not rovided fic estimates of results but that it is reasonable to that • • • • losses/writedowns on CDS and RMBS will be similar to those seen in 2008. AIG's stock price has fallen about 80% YTD, including a steep decline in the past week, reflecting investor worries about incremental losses, liquidity demands and ownership dilution from an expected equity issuance. AIG's market-implied ratings, based on bonds and CDS, have fallen to the B range. Per BlackRock's model, estimated economic losses on the CDS and RMBS portfolios are $15 bin pretax in the expected case and $30 bin pretax in the stress case (table on pg 2, methodology outlined on pgs 57-58,66). The stress case estimate is just over half of the pretax CDS and investment losses/writedowns recorded through 2008. Per Chris Mann's model, estimated economic losses on the CDS and RMBS portfolios are $3 bin pretax in the expected case and $12 bin pretax in the stress case (table on pg 3). AIG raised approximately $20 bin of capital ($7.5 bin common equity, $12.8 bin Basket D hybrids) during May 2008. The company has increased its consolidated cash and ST investments from $29 bin at YE 2006 to $82 bin as of June 30, 2008. Cash from operations has averaged $22 bin over the past three years. AIG CDS & Investment Related Losses/Writedowns ($ Bins) AIGFP super-senior CDS Unrealized market valuation losses 402007 Pretax After tax 102008 Pretax After tax 202008 Pretax After tax Totals Pretax After tax -11.1 -7.2 -9.1 -5.9 -5.6 -3.6 -25.8 -16.8 -2.6 -3.8 -6.4 -1.7 -2.5 -4.3 -6.1 -10.6 -16.7 -3.4 -6.8 -10.2 -6.1 -3.7 -9.8 -4.0 -2.6 -6.6 -14.8 -18.1 -32.9 -9.1 -12.0 -21.1 -17.6 -11.5 -25.8 -16.1 -15.3 -10.2 -58.6 -37.8 -8.4 -5.3 -11.3 -7.8 -8.8 -5.4 -28.5 -18.5 AIG investments Realized capital losses Unrealized depreciation during quarter Total investment losses/writedowns Total CDS & investment losses/writedowns Pretax loss 1 Net loss AIG Consolidated Equity ($ Bins) Shareholders' equity Change in equity vs 9/30/2007 ($) Change in equity vs 9/30/2007 (%) 9/30/2007 104.1 12/31/2007 95.8 313112008 79.7 6/30/2008 78.1 -26.0 -25.0% AIG CDS & RMBS Portfolios Expected & stress case pretax losses modeled by BlackRock as of Sept. 9, 2008 ($ Bins) CDS Loss % of notional Number of Transacs Notional 109 77.0 Base Case Losses Undisc Disc -5.6 -7.3% -7.3 -9.5% Stress Case Losses Undisc Disc -12.9 -16.8% Par RMBS (preliminary results) Loss % of par 66.0 Total CDS & RMBS estimated losses -9.0 -13.6% -17.0 -25.8% -14.6 -29.9 NB: For CDS portfolio, discounted losses are greater than undiscounted because discount has greatest impact on positive cash flows in years 6-25. 2 of 66 -15.6 -20.3% AIG CDS-COO & RMBS Portfolios Expected & stress case pretax losses modeled by Chris Mann as of Sept. 13, 2009 Number of ($ Bins) Transacs CDS-COO with subprime content (data as of March 31, 2008) 178 Modeled portion 31 Loss % of notional Not modeled Notional 64.6 56.0 Stress Case Losses -0.7 -1.3% -4.8 -8.6% -1.8 -3.0% -6.7 -11.2% -2.5 -11.5 8.6 Par 75.3 59.6 RMBS (data as of Dec. 31, 2007) Modeled portion Loss % of par Not modeled Expected Losses 15.6 Total CDS-COO and RMBS estimated losses AIG Liquidity Analysis as of Sept. 15, 2008 ($ Bins) Liquidity needs Combined liquidity stress scenario two 1 AIGFP CDS with OC triggers" AIGFP contracts with early termination provisions" 4 Sec lending full paydown Total liquidity needs Liquidity sources Capital raise Dividend reduction Investment sales Financing of unencumbered assets Subsidiary sales (does not include ILFC) Subtotal from capital raise & asset sales AIGFP solutions to reduce/finance collateral Project Metropolis - insurance in lieu of muni collateral CDS hedging of positions, portfolio tranche Swapping of CDS reference obligations CDS financing arrangements Cost of AIGFP solutions Subtotal from AIGFP solutions Total liquidity sources Sec lending analysis Liability as of 9/8/08 Cash in sec lending pool Other cash held by pool members TX FHLB loans ($6-8 bin by 9/30/08) Repos of gov'ts, agency pass-thrus, corporates Additional amount needed for full paydown 4 14.0 8.2 4.6 13.3 40.1 Low 10.0 0.0 1.0 5.0 10.0 26.0 High 25.0 2.0 2.0 15.0 13.0 57.0 5.5 5.0 4.0 8.0 -5.0 17.5 43.5 5.5 10.0 8.0 16.0 -10.0 29.5 86.5 Net liquidity availability 3.4 46.4 Key assumptions include no CP rollover; no access to capital markets; AIGFP incremental collateral postings of $13 bin related to rating downgrades plus $13 bin related to MV deterioration vs 6/30/08. " Assumes that all such transactions trigger immediately and are put to AIGFP, although some would likely take time to trigger. " Assumes that all such contracts terminate immediately, although some provide significant value to c'parties and would likely remain in place. 1 3 of 66 69.0 9.4 15.3 6.0 25.0 13.3 September 17, 2008 Current & Recommended Ratings on AIG Subsidiaries Explicitly supported ratings AIG Capital Trusts I & II AIG Financial Products Corp. & subsidiaries AIG Life Holdings (US), Inc. AIG Program Funding, Inc. AIG Retirement Services, Inc. American General capital securities Additional recommendations AIG Capital Corporation AIG Commercial Insurance Group (8) AIG Domestic Life Insurance & Retirement Services (10) AIG Edison Life Insurance Company AIG, AIGFP, AIG Funding, AIG Liquidity, AIGMFC AIG General Insurance (Taiwan) Co., Ltd. AIG UK Limited American General Finance Corporation American International Assurance Company (Bermuda) Limited American Life Insurance Company International Lease Finance Corporation United Guaranty subsidiaries UGRIC & UGMIC United Guaranty subsidiaries UGRIC of NC & UGCIC Affirm Transatlantic Holdings, Inc. Transatlantic Reinsurance Company Rating Type Bkd Tr Prfrd Shelf Bkd LT Issuer Bkd Sr Debt Bkd Sr Debt Bkd Sr Debt Bkd Tr Prfrd Stock LT Issuer IFS IFS IFS (Bkd) ST IFS IFS Sr Unsec Debt IFS IFS Sr Unsec Debt IFS IFS Sr Unsec Debt IFS Support AIG AIG AIG AIG AIG AIG SA Public Current Rec Rec Rating Rating Outlook Rating Outlook (P)A3 A2 A2 (P)A2 A2 A3 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn (P)Baa1 A3 A3 (P)A3 A3 Baa1 A3 A1 A2 Aa3 Aa2 A3 Aa3 C/Caa2 Baa1 Aa3 Aa3 Aa3 P-1 A1 A1 A3 Aa3 Aa3 A3 Aa3 A3 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Baa2 Aa3 A1 Aa3 P-1 A1 A1 Baa1 Aa3 Aa2 Baa1 Aa3 Baa1 A3 Aa3 A3 Aa3 Stable Stable A3 Aa3 G'tee G'tee G'tee G'tee G'tee G'tee Aa3 Aa3 Aa3 AIG Agmt AIG Agmt AIG Agmt AIG Agmt Negative Negative Negative Negative Negative Negative Dev Negative Dev Negative Stable R-Dn Negative Dev Negative Negative Dev R-Dn Negative Stable Stable Rationale for OURS recommendation (from Aug. 15 ReM) • The RMBS portfolio is mainly held by the OLiRS companies through their participation in the securities lending collateral pool. Realized capital losses (OTTI) of $5.2bn on this portfolio caused the combined RBC of the group to fall from 292% on 3/31/08 to 240% on 6/30/08 (including a $1 bn capital infusion). • RMBS OTTI losses are likely to rise in 3008, given widening of the marks to market since June, and $8bn of unrealized losses remaining on the portfolio. • AIG has committed to raising the combined RBC to 350% by YE 2008, and currently estimates that it will need $3bn-$8bn in capital infusions to reach that level in view of the company's "bright line" test for OTTI. • Securities lending collateral liabilities - a source of potential liquidity stress - amounted to $58bn in 2008 for the OLRS companies, versus a market value of $50.5bn, or almost $8bn below amortized cost. (NB: Total collateral liabilities for all AIG participants, incl. foreign & P&C subs were $75bn vs. roughly $60bn of fair value collateral assets at 6/30/08, per the 10-0.) Against that, there was just over $9bn of cash in the pool plus $15bn held by the lifecos outside of the pool, leaving a gap of $31 bn in the event the pool had to be completely unwound. • Recent AIG liquidity initiatives to cover the gap include: 1) the establishment of $6bn-$8bn in FHLB borrowing capacity for the Texas companies; and 2) identification, within the lifecos, of an estimated $25bn in repo capacity (i.e., on governments, agency pass-throughs and investment-grade corporates). This could possibly get the OLRS companies through a liquidity crisis temporarily, at the expense of group's core life insurance operations. • Although AIG plans to raise additional equity and debt in the market, and is in the process of selling certain businesses (including its American General Life and Accident Ins. Co. subsidiary (AGLA) and a small employee benefits business), there is a high degree of uncertainty around the timing, execution, and proceeds that may be raised in the current environment. • Given the more formidable potential collateral needs at AIGFP in the event of a downgrade of AIG's senior debt, there is uncertainty as to how much of the new capital raised may be contributed to the lifecos by YE 2008. • Given continuing asset deterioration, liquidity concerns (albeit somewhat improved), and capital uncertainties for the lifecos, we recommend placing their ratings on review for possible downgrade. 4of66 Contents AIG Business Mix 6 AIG Financial Highlights 7 AIG Seqment Detail 8 AIG Composite Scorecard 9 Peer Comparisons 10-13 Press Release of August 7,2008 14-15 Credit Opinion (published August 14, 2008) 16-21 Q-tools 22 Stock Chart 23 Ratinq History 23 Organizational Structure with Rated Entities 24 AIG Financial Leverage and Fixed-Charge Coverage 25-26 AIG Domestic Life & Retirement Services Scorecard 27 AIG Financial Statements 28-39 AIG Invested Assets 40-44 AIG Super Senior CDS Portfolio 45 AIG Liquidity Review 46-48 AIG Stress Scenarios 49-50 AIG Strategic Review Presentation Slides 51-66 50f66 American International Group, Inc. Revenues and Income Graphs Twelve Months Ended December 31, 2007 Revenues Asset Management 5.8% Foreign Life Insurance & Retirement Services 33.8% Domestic General Insurance 33.5% Financial Services revenues were (0.6%) Domestic Life Insurance & Retirement Services 15.4% Foreign General Insurance 12.1% Income Before Income Taxes and Minority Interest Foreign Life Insurance & Retirement Services 44.3% Asset Management 15.0% Domestic General Insurance 51.9% Domestic Life Insurance & Retirement Services 29.2% Foreign General Insurance 21.9% Financial Services operating loss was (62.3)% Note: The effects of net realized capital gains (losses) and Capital Markets other-than-temporary impairments, FAS 133, other and consolidation and elimination adjustments are excluded. 6of66 4 AIG Financial Highlights (from Company Profile) ($ Mil.) General Insurance Gross Premiums Written Net Premiums Written Net Investment Income Pretax Operating Income Loss Ratio (%) Expense Ratio (%) Combined Ratio (%) Life Insurance & Retirement Services GAAP Premiums Net Investment Income Pretax Operating Income Financial Services Revenues Pretax Operating Income Asset Management Revenues Pretax Operating Income AIG Consolidated Total Revenues Pretax Operating Income Net Income Total Assets Total Debt Shareholders' Equity 2007 2006 2005 2004 2003 2002 58,798 47,067 6,132 10,526 65.6% 24.7% 89.7% 56,280 44,866 5,696 10,412 64.6% 24.5% 89.1% 52,725 41,872 4,031 2,315 81.1% 23.6% 104.7% 52,046 40,623 3,196 3,177 78.8% 21.5% 100.3% 46,938 35,031 2,566 4,502 73.1% 19.6% 92.7% 36,678 26,718 2,350 923 83.1% 21.8% 104.9% 30,627 22,341 8,186 30,766 20,024 10,121 29,400 18,134 8,965 28,088 15,269 7,968 23,496 12,942 6,970 20,694 11,243 5,258 -1,309 -9,515 7,777 383 10,525 4,424 7,495 2,131 6,242 1,302 6,822 2,125 5,625 1,164 4,543 1,538 5,325 1,963 4,714 1,947 3,651 521 3,467 1,125 110,064 8,943 6,200 1,060,505 176,049 95,801 113,194 21,687 14,048 979,414 148,679 101,677 108,905 15,213 10,477 853,051 109,849 86,317 97,666 14,845 9,839 801,007 96,899 79,673 79,421 11,907 8,108 675,602 80,349 69,230 66,171 7,808 5,729 561,131 71,010 58,303 7of66 AIG Segment Detail (from Company Profile) 2007 2006 2005 2004 51,708 53,570 -1,309 5,625 470 110,064 49,206 50,878 7,777 4,543 983 113,387 45,174 48,020 10,677 4,582 328 108,781 41,961 43,402 7,495 4,714 94 97,666 7,305 661 67 -637 7,396 3,137 -7 10,526 5,845 589 432 328 7,194 3,228 -10 10,412 -820 -39 195 363 -301 2,601 15 2,315 777 282 357 399 1,815 1,344 18 3,177 642 1,347 1,989 3,044 3,153 6,197 8,186 917 2,323 3,240 3,821 3,060 6,881 10,121 1,495 2,164 3,659 3,020 2,286 5,306 8,965 1,023 2,054 3,077 2,393 2,455 4,848 7,925 873 -10,557 578 -873 171 -2 -9,515 668 10 383 769 2,661 922 4,424 642 662 786 90 2,180 -89 784 469 1,164 732 438 368 1,538 1,194 387 382 1,963 1,328 515 282 2,125 -1,418 8,943 -767 21,687 -2,454 15,213 -562 14,845 (SMil.) Revenues General Insurance Life Insurance & Retirement Services Financial Services Asset Management Other/Eliminations Consolidated Revenues Pretax Operatmg Income General Insurance Domestic Brokerage Group Transatlantic Holdings, Inc. Personal Lines Mortgage Guaranty Total Domestic Total Foreign Other /Eliminations Total General Insurance Life Insurance & Retirement Services Domestic Life Insurance Domestic Retirement Services Total Domestic Japan and Other Asia Total Foreign Total Life Insurance & Retirement Services Financial Services Aircraft Leasing Capital Markets Consumer Finance Other Total Financial Services 72 Asset Management Spread-based Investment Business Institutional Asset Management Brokerage Services, Mutual Funds and Other Total Asset Management Other/Eliminations Consolidated Pretax Operating Income 8of66 Composite Scorecard Rating Factors American International Group, Inc. Product Risk - P&C Product Risk - Life Product Diversification Diversification X x X X 40.8% 24.1% 9.8% 9.0% 12.7% 24.5% 95.4% 5.5% 19.4% Other Considerations (if applicable, insert notches to be added to the adjusted total scorecard rating above): Management, Governance, and Risk Managernent: Accounting Policy & Disclosure: 90f66 A1G Inc. USA US GAAP USD COMPANY NAME Domicile Accountinq Convention Assicurazioni Generali S.p.A Italy IFRS EURO YE2006 Aviva pic UK IFRS EURO YE2007 Allstate USA US GAAP USD YE2007 Travelers USA US GAAP USD YE2007 Hartford USA US GAAP USD YE2007 YE2007 Allianz SE Germany IFRS EURO YE2007 RATING & ReM INFO IFSR Outlook Senior Debt Aa2 NEG Aa2 Aa3 STA Aa3 Aa3 NEG STA Aa2 RURJ debt only A1 A1 A1 Aa2 STA A2 Aa3 STA A2 COMPETITOR RATINGS S&P (IFSR) Fitch (IFSR) AM Best (IFSR) AAAAA++ AA AAA+ AA AA A+ AAiSTA AA+!STA A+/STA AA-/STA AA/STA A+/STA AA-/STA AA/STA A+/STA 32,640 63,547 44,511 27,242 29,395 33,776 27,364 93,383 34,585 58,798 6,200 1,010,505 95,801 65,811 61,821 43,027 18,794 2,915 382,543 18,350 41,880 26,384 15,496 2,034 432,054 22,423 27,180 24,198 17,630 21,522 44,289 7,966 1,061,149 47,753 4,636 156,408 21,851 4,601 115,224 26,616 2,949 360,361 13,064 Composite Aa2/Aa2 Composite Aa3/Aa3 Composite A1 / Aa3 Composite Aa3/Aa3 P&C Aa2/Aa2 P&C Aa3 / Aa2 P&C A2/Aa3 Public Global Public Germany Worldwide Public Italy International Public UK Global Public USA US Public USA US Public USA US Aa1fAaa Aa2/Aa1 Aa2/Aa2 Aa1fAaa Aa1/Aa1 Aa2/Aa2 Aaaf Aa2 Aa3 / Aa3 Aa2 / Aa3 Aa2fAa2 Aa2/Aa2 Aa2/Aa2 Aa2 / Aa2 Aa3 / Aa2 Aa3 / Aa2 A1! Aa3 Aa2 / Aa2 A1 / Aa3 A1/A1 Aa2/Aa2 A2/A2 AaaJAaa Baa2/A1 Aa1/Aa2 Aa3/Aa3 B£a2/Aa3 Baa1/A2 AaaJAaa AaaJAa2 A2/A2 Aa2 f Aa3 Baa2 / Aa3 Baa1 / A1 Aaa / Aa3 Aa2 / Aa2 A2 / A2 Aa3fAa3 A2/A2 Baa1/Baa1 Aaa/Aaa Aaa/Aaa A1/A1 Aa2 f Aa2 Aa2 / Aa2 Aa3 / Aa3 Aa1 / Aa3 A2 / Aa2 A1 / Aa3 Aa2 / Aa2 A2/A1 Baa2 / A1 Aa3 / Aa3 Aa1 / Aa1 A3/ A1 Aa1 / Aa2 Baa3 / A1 Aa2 / Aa3 10.0% 3.5 x 10% 4.8 x 14.0% 4.1 x 8.0% 2.0 x 5.9% 9.2 x 24.9% 4.5% 6.9 x 30.8% 2.4% 3.6 x 28.4% Aa Aa Aaa Aa A Aaa Aa Aa A Aa Aa Aaa Aa Aaa Aa A Aaa na Baa Aa A Aa Aaa Aaa na Aaa Aa A na A Aa 40.8% 24.1% 9.8% 22.9% 27.2% 24.2% 22.4% 27.0% 11.9% 24.7% 45.8% 18.6% 30.9% 5.8% 3.8% 8.5% 58.8% 12.6% 36.4% 17.1% 9.0% 9.0% 4.8% 4.5% 7.3% na 3.0 x na 3.1 x na 3.7 x 12.70% 24.5% 15.0% 10.1% 0.0% 14.9% Negative 20.7% 52.1% 13.6% 46.4% 9.5% -1.0% 95.4% 90.6% 83.3% 92.4% 5.5% -3.4% 1.8% -1.1% -1.6% 1.2% 5.4% 19.4% 9.4 x 31.1% 6.9 x 35.6% 7.4 x 25.3% 6.0 x 23.6% 11.2 x 21.7% 10.8 x 21.5% 8.4 x MARKET DATA Market Capitalisation (AIG as of Sept 12, 2008) FUNDAMENTALS (MM) Gross Premiums Written - Total Gross Premiums Written - Life Gross Premiums Written - Non-life Net Income Total Assets Shareholders' Equity QUANTITATIVE MEASURES Scorecard Completed (Life/Non-Life/Composite) Raw vs. Adjusted Scorecard Rating DESCRIPTIVE STATISTICS Ownership - Public, Private, Subsidiary Domicile Geographic Spread RAW FACTOR RATING I ADJUSTED FACTOR RATING Business Profile Market Position and Brand Distribution Product Focus and Diversification Financial Profile Asset Quality Capital Adequacy Profitability Liquidity and Asset/Liability Management Reserve Adequacy Financial Flexibility SCORECARD METRICS Business Profile Market Position and Brand Market Share Ratio Relative Market Share Ratio Expense Ratio % NPW Distribution Distribution Control Diversity of Distribution Product Focus and Diversification Product Risk - P&C Product Risk - Life Product Diversification Geographic Diversification Financial Profile Asset Quality High Risk Assets % Invested Assets Reinsurance Recoverables % Equity Goodwill % Equity Capital Adequacy Capital % Total Assets Gross Underwriting Leverage Profitability Return on Average Equity (5 yr. avg.) Sharpe Ratio of Growth in Net Income (5 yr.) Liquidity and Asset/Liability Management Liquid Assets % Policyholder Reserves Reserve Adequacy Adv.! (Fav.) Loss Reserve Dev. % Beg. Reserves (5yr.) Financial Flexibility Financial Leverage Earnings Coverage (5 yr. avg.) I I Aa A 10 of 66 Aa Aa Aaa (USDBlns) Secured Rating (IFSR) AIG, Inc. Morgan Stanley Aa2! Aa3 AI Wachovia Aa2 Allstate Merrill Lynch Aa2 A2 Lehman A2 Aa2 Sun Life Aa2 Hartford Aa3 Met Life .H~li:I¢~:S~hW.I't~~M'.(~~@9~~p@l • • • • p@@I(····································· Accounting Basis Market Capitalization 2008 1008 71 108 49 47 34 54 25 27 31 40 20 28 37 43 23 27 20 24 Aal!Aa2 83 106 Aa3 72 87 Al!A2 27 35 Market Cap! Equity 2008 1008 2007 0.9x l.4x 1.5x l.4x l.4x 1.8x O.4x 0.7x 1.0x 1.3x 1.3x 1.3x 0.9x 1.lx 1.6x 0.8x 1.lx 1.5x 1.2x 1.3x 1.3x 1.3x 1.5x 1.8x 1.2x 1.3x l.4x 1.lx 1.8x 1.7x 1.2x 1.6x 1.7x 1.0x 1.2x l.4x Total Assets 2008 1008 1,050 1,051 1,031 1,091 812 809 151 152 966 1,042 639 786 556 557 187 187 334 344 1,700 1,705 1,344 1,383 521 554 Total Equity 2008 1008 2007 78 80 96 34 33 31 75 78 77 20 20 22 35 37 32 26 25 22 33 33 35 18 18 17 17 18 19 94 84 87 74 69 70 32 33 32 Equity % Assets 2008 1008 2007 7.4% 7.6% 9.1% 3.3% 3.1% 3.0% 9.2% 9.6% 9.8% 13.1% 13.3% 14.0% 3.6% 3.5% 3.1% 4.1% 3.2% 3.3% 5.9% 5.9% 6.3% 9.4% 9.3% 9.2% 5.0% 5.2% 5.3% 5.5% 5.1% 5.3% 5.5% 5.2% 5.4% 7.2% 7.2% 7.3% ...... ...... o Debt % Capital 2008 1008 2007 70.7% 69.5% 65.8% 92.1% 92.8% 93.0% 76.1% 75.0% 73.3% 22.3% 21.7% 20.5% 93.4% 93.4% 94.3% 92.3% 93.9% 94.1% 39.8% 38.6% 37.0% 24.0% 23.0% 32.1% 29.6% 25.0% 21.7% 84.2% 83.8% 86.9% 80.3% 80.4% 81.7% 54.0% 52.9% 53.3% ( J) (J) Revenues 2007 110 28 32 37 11 19 53 21 26 52 61 28 2008 1008 2007 5yr avg. -5 -8 6 10 -9 -2 4 4 2 2 3 2 -2 7 8 o 5 3 4 3 2 -3 8 10 o 6 6 -5 -2 -8 3 1 -1 o o -3 2 3 5 2 3 Return on Average Assets (%) 2008 1008 2007 5yr avg. -0.5% -0.7% 0.6% 1.4% 0.1% 0.1% 0.3% 0.7% -1.1% -0.1% 0.8% 1.3% 0.0% 0.2% 3.0% 2.7% -0.5% -0.2% -0.8% 0.7% -0.4% 0.1% 0.7% 0.8% 0.2% 0.1% 0.8% 1.1% 0.3% 0.3% 1.2% 1.2% 0.2% 0.0% 0.9% 0.7% 0.1% -0.1% 0.6% 0.9% 0.0% -0.1% 0.7% 1.0% -0.2% 0.1% 0.9% 1.2% Cash Flow from Operations 2008 1008 2007 5yr avg. 8 35 6 26 (19) -22 -61 -26 (7) 1 5 5 5 15 -72 -24 -26 (11) 4 10 7 8 o 6 -52 -22 -25 o 4 3 1 6 6 4 (0) -46 -36 -21 -32 -17 -13 -15 -5 -4 2008 1008 2007 5yr avg. (2) -106% 567% 309% 8 -1231% -688% -494% 1104% -150% -65% 47 322% 117% 184% 9 -744% 930% -15% 3 -2175% -1088% -566% 2 554% 231% 212% 1 35% 46% 161% 3 391% 203% -717% -290% -100% -312% -346% -275% -180% -73% 41% -115% 44 45.9% 12 38.1% 8 10.1% 34 107.4% 4 17.8% 20 6 18 16 6 - Net Income Cash Flow % Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised -9 2 -3 (1) o o Aa3 72 87 Al/A2 83 106 1.lx 1.8x 1.7x 1.2x 1.6x 1.7x 1.0x 1.2x l.4x 1.700 1.705 1.344 1.383 521 554 Aal/Aa2 Market Cap I Equity ...... - 0.9x 1.6x 0.7x 1.3x 2.1xl Total Equity 2008 1008 2007 78 80 96 45 43 43 136 128 113 40 45 48 25 25 24 94 84 87 74 69 70 32 33 32 Equity % Assets 2008 1008 2007 7.4% 7.6% 9.1% 4.1% 3.6% 3.8% 6.5% 5.8% 5.2% 4.0% 4.0% 4.5% 7.0% 7.0% 6.9% 5.5% 5.1% 5.3% 5.5% 5.2% 5.4% 7.2% 7.2% 7.3% Debt % Capital 2008 1008 2007 70.7% 69.5% 65.8% 90.4% 91.9% 91.5% 85.1% 86.8% 88.6% 89.3% 90.7% 89.2% 42.3% 41.0% 41.0% 84.2% 83.8% 86.9% 80.3% 80.4% 81.7% 54.0% 52.9% 53.3% Revenues 2007 110 46 81 100 351 52 61 28 Net Income 2008 1008 2007 5 yr avg. -5 -8 6 10 2 2 12 7 -2 -5 4 17 2 1 8 5 ~I 2 -3 8 10 0 -2 7 8 -2 0 2 3 Return on Average Assets (%) 2008 1008 2007 5 yr avg. -0.5% -0.7% 0.6% 1.4% 0.2% 0.1% 1.2% 1.2% -0.1% -0.2% 0.2% 1.4% 0.1% 0.1% 0.7% 0.5% 0.3% 0.2% 1.2% 1.3% 0.1% -0.1% 0.6% 0.9% 0.0% -0.1% 0.7% 1.0% -0.2% 0.1% 0.9% 1.2% 2008 1008 2007 5 yr avg. 8 35 6 26 (23) -68 -58 -38 2 -71 0 -11 6 13 21 17 7 7 6 6 -52 -22 -25 (0) -32 -17 -13 0 -15 -5 -4 2008 1008 2007 5 yr avg. (2) -106% 567% 309% 5 -1499% -588% -542% (21) -31% -1975% -389% 14 489% 160% 373% 77%1 177% 191% -290% -100% -312% -346% -275% -180% -73% 41% -115% 45.9% 4.7% 35.9% 3.8% 0 46 0 I\J 0 ( J) (J) 2008 27 35 Cash Flow % Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised 20 (USDBlns) Secured Rating (IFSR) AIG, Inc. Aa2/Aa3 .lii:ililc;i).l>i)iili)f.f!~lng(Ei~"k.\i~.jli>@ •••• •••• ...... - 2008 1008 USGAAP 71 108 IFRS 61 57 USGAAP 106 169 USGAAP 48 51 USGAAP 118 146 Aal/Aa2 83 106 Aa3 72 87 Al/A2 27 35 Market Cap I Equity 2008 1008 2007 0.9x l.4x 1.5x l.4x 3.5x 2.8x 0.7x 1.lx 1.2x 1.3x l.4x 1.6x 0.9x 1.2x 1.2x 1.lx 1.8x 1.7x 1.2x 1.6x 1.7x 1.0x 1.2x l.4x Total Assets 2008 1008 1,050 1,051 2,078 2,231 1,717 1,737 1,230 1,208 1,776 1,643 1,700 1,705 1,344 1,383 521 554 Total Equity 2008 1008 2007 78 80 96 44 16 35 163 156 147 37 38 43 133 126 123 94 84 87 74 69 70 32 33 32 Equity % Assets 2008 1008 2007 7.4% 7.6% 9.1% 2.1% 0.7% 1.5% 9.5% 9.0% 8.6% 3.0% 3.1% 3.2% 7.5% 7.6% 7.9% 5.5% 5.1% 5.3% 5.5% 5.2% 5.4% 7.2% 7.2% 7.3% Debt % Capital 2008 1008 2007 70.7% 69.5% 65.8% NA NA 96.6% 79.3% 79.7% 80.6% 92.4% 92.0% 92.2% 80.9% 79.6% 78.3% 84.2% 83.8% 86.9% 80.3% 80.4% 81.7% 54.0% 52.9% 53.3% 2007 110 32 67 40 711 52 61 28 2008 1008 2007 5 yr avg. -5 -8 6 10 0 -12 -5 7 15 15 -2 8 6 10 1~1 2 -3 8 10 0 -2 7 8 -2 0 2 3 Return on Average Assets (%) 2008 1008 2007 5 yr avg. -0.5% -0.7% 0.6% 1.4% 0.0% -0.5% -0.2% 0.5% 0.2% 0.1% 0.9% 1.7% 0.1% -0.2% 0.6% 0.5% 0.1% 0.1% 1.1% 1.0% 0.1% -0.1% 0.6% 0.9% 0.0% -0.1% 0.7% 1.0% -0.2% 0.1% 0.9% 1.2% Cash Flow from Operations 2008 1008 2007 5 yr avg. 8 35 6 26 19 -52 -5 -28 (4) 11 15 7 12 -58 -49 -39 (2) -111 -50 -38 6 -52 -22 -25 (0) -32 -17 -13 0 -15 -5 -4 Cash Flow % Net Income 2008 1008 2007 5 yr avg. (2) -106% 567% 309% 71 -164% 993% 46% 4 -317% 74% 51% 23 -578% -746% -1037% -102%1 -720% -309% -290% -100% -312% -346% -275% -180% -73% 41% -115% 44 45.9% 37 106.2% 18 12.2% 11 25.9% 8 6.1% 20 34 19 0 8 W 0 ( J) (J) BofA Credit Suisse JPMor!i!an Aa2 Aal Aa2 )\ii$M~(M)M~(l\ii2))\ii~(A1}M~iAii$) Ni)iiiiiivi)BlIFI]Ni)iiii\liii)$ii:i~I~$iiil'ili) 9~ili)i)I(" Accountin Basis Market Capitalization UBS Aa2 Revenues Net Income Gross Mortgage-related Charges Charges % YE 2007 Equity Total Capital Raised 3 13 Global Credit Research Rating Action 7 AUG 2008 Rating Action: American International Group, Inc. Moody's reiterates negative outlook on AIG; US life ops negative New York, August 07,2008·· Moody's Investors Service has affirmed the ratings of American International Group, Inc. (NYSE: AIG .. senior unsecured debt rated Aa3) while reiterating the company's negative rating outlook. The rating agency also affirmed the Aa2 insurance financial strength ratings of AIG's Oomestic Life Insurance and Retirement Services subsidiaries (OLlRS), while changing the OLiRS rating outlook to negative from stable. The ratings and outlooks on all other AIG subsidiaries have been affirmed. These rating actions follow AIG's announcement of a $5.4 billion net loss for the second quarter of 2008. The affirmations are based on Moody's understanding that AIG will actively address potential liquidity and capital needs at various operating units, including OLiRS and AIG Financial Products Corp. (AIGFP). Failure to address these concerns in the near term could lead to rating downgrades at the parent company, OLiRS and/or other operating units. The second·quarter net loss includes after· tax unrealized market valuation losses of $3.6 billion on mortgage·exposed credit default swaps (COS) at AIGFP, and after·tax realized capital losses of $4.0 billion, largely from other·than·temporary impairment (OTTI) of residential mortgage·backed securities (RMBS) held by the OLiRS companies. AIG's shareholders' equity account declined by $1.6 billion during the quarter to $78.1 billion as of June 30, 2008, as the net loss and unrealized depreciation of investments offset a $7.5 billion common stock issuance in May 2008. AIG's broader capital base, including common equity and hybrid securities with significant equity content, increased during the quarter as a result of hybrid issuance totaling $12.8 billion. Over the past nine months, AIG has absorbed after·tax unrealized market valuation losses on COS totaling $16.8 billion, and after·tax realized capital losses (principally OTTI) totaling $9.1 billion. Also during this period, the company has posted to its equity account net after· tax unrealized investment depreciation totaling $12.1 billion. The negative outlook on the OLiRS companies reflects their weakened capital position as a result of persistent OTTI losses, which also generally flow through the regulatory financial statements and reduce regulatory capital. The OLiRS companies' Aa2 insurance financial strength ratings incorporate Moody's expectation of a combined NAIC risk· based capital (RBC) ratio of 350% or higher. To the extent that the RBC ratio has fallen below this level, Moody's expects that the company will take steps to strengthen the capitalization during the remainder of the year. Moody's noted that the OLiRS companies hold a majority of AIG's RMBS, both directly and through their securities lending collateral. Securities lending typically involves relatively short·term funding (secured by the lent securities), with the cash collateral invested in longer·term assets, including RMBS. With RMBS generally trading well below par, Moody's expects that AIG will maintain ample alternative sources of liquidity to repay securities borrowers who may want to reduce or exit their positions. "AIG's OLiRS group is a leading US life insurer, with well diversified products and distribution channels," said Moody's Laura Bazer, lead analyst for these operations. "The negative outlook reflects continued weakness in the RMBS market and the resulting strains on the group's asset quality and capitalization." The rating agency noted that the negative outlook on AIG (parent company) incorporates the challenges within OLlRS, as well as the growing COS liabilities and collateral requirements at AIGFP, whose obligations are unconditionally guaranteed by AIG. Moody's expects that AIG and AIGFP will maintain robust coverage of liquidity needs, even in severely adverse scenarios. Moody's has estimated that AIG's ultimate economic losses on COS and RMBS will likely be materially smaller than the current market values would suggest. Nevertheless, current market values have a meaningful impact on collateral requirements at AIGFP and regulatory capital levels at several insurance subsidiaries. "AIG faces near·term challenges through its exposures to the troubled US mortgage market," said Bruce Ballentine, lead analyst for AIG. "We believe that the company's diversified operations and its financial flexibility will help it to weather the storm." 14 of 66 Moody's last rating action on these entities took place on May 22, 2008, when AIG's senior unsecured debt rating was downgraded to Aa3 (negative outlook) from Aa2, and the OLiRS companies' insurance financial strength ratings were downgraded to Aa2 (stable outlook) from Aa1. Moody's has affirmed the following ratings while maintaining a negative outlook: American International Group, Inc. -- long-term issuer rating at Aa3, senior unsecured debt at Aa3, subordinated debt at A 1, senior unsecured debt shelf at (P)Aa3, subordinated debt shelf at (P)A 1, preferred stock shelf at (P)A2. Moody's has affirmed the following ratings while changing the outlook to negative from stable: Domestic Life Insurance & Retirement Services subsidiaries -- AIG Annuity Insurance Company, AIG Life Insurance Company, AIG SunAmerica Life Assurance Company, American General Life and Accident Insurance Company, American General Life Insurance Company, American International Life Assurance Company of New York, First SunAmerica Life Insurance Company, SunAmerica Life Insurance Company, The United States Life Insurance Company in the City of New York, The Variable Annuity Life Insurance Company -- insurance financial strength at Aa2; AIG SunAmerica funding agreement-backed note programs -- AIG SunAmerica Global Financing Trusts, ASIF I & II, ASIF III (Jersey) Limited, ASIF Global Financing Trusts -- senior secured debt at Aa2. AIG, based in New York City, is a leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. AIG reported total revenues of $19.9 billion and a net loss of $5.4 billion for the second quarter of 2008. Shareholders' equity was $78.1 billion as of June 30, 2008. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to punctually pay senior policyholder claims and obligations. For more information, please visit our website at www.moodys.com/insu rance. New York Bruce Ballentine VP - Senior Credit Officer Financial Institutions Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 New York Robert Riegel Managing Director Financial Institutions Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 © Copyright 2008, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, "MOODY'S"). 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The credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. 15 of 66 MOODY'S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY'S have, prior to assignment of any rating, agreed to pay to MOODY'S for Global Credit Research Credit Opinion 14 AUG 2008 Credit Opinion: American International Group, Inc. American International Group, Inc. New York, New York, United States Ratings Category Rating Outlook Senior Unsecured Rated Intercompany Pool Members Rating Outlook Insurance Financial Strength AIG SunAmerica Life Assurance Company Rating Outlook American Life Insurance Company Rating Outlook Insurance Financial Strength AIG Life Insurance Company Rating Outlook Insurance Financial Strength American General Life Insurance Company Rating Outlook Insurance Financial Strength Moody's Rating NEG Aa3 STA Aa3 NEG STA Aa2 NEG Aa2 NEG Aa2 Contacts Analyst Bruce Ballentine/New York Alan Murray/New York Robert Riegel/New York Max Zormelo/New York Phone 1.212.553.1653 Key Indicators American International Group, Inc.[1] Total Assets ($ MiL) TTM 6/08 2007 2006 2005 2004 2003 $1,049,876 $1,060,505 $979,410 $ 853,048 $ 801,007 $ 675,602 Equity ($ MiL) $ 78,088 $ 95,801 $101,677 $ 86,317 $ 79,673 $ 69,230 Total Revenue ($ MiL) $ 82,233 $ 110,064 $ 113,387 $ 108,781 $ 97,823 $ 79,601 Net Income ($ MiL) $ (15,369) $ 6,200 $ 14,048 $ 10,477 $ 9,839 $ 8,108 Financial Leverage 19.4% 18.3% 16.5% 14.9% 15.7% 16.6% 6.5x 20.5x 21.0x 23.9x 19.6x 11.2x 9.1x 12.5x 13.7x 11.9x Earnings Coverage (1 yr.) Cashflow Coverage (1 yr.) [2] [1] Information based on consolidated GAAP financial statements. [2] AIG changed its reporting basis for unrestricted subsidiary dividend capacity in 2007, so cashflow coverage at YE 2007 is not directly comparable to prior·year levels. Opinion SUMMARY RATING RATIONALE American International Group, Inc. (NYSE: AIG . senior unsecured debt rated Aa3, negative outlook) is a leading global insurance and financial services firm, with operations in rr1<6Ed~OO 30 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. Just over 40% of the company's 2007 revenues were derived from domestic (US) operations, with nearly 60% coming from other markets around the world. AIG's extraordinary diversification helps it to withstand challenges in particular business lines or geographic regions and to generate substantial earnings and capital over time. On August 7, 2008, Moody's affirmed AIG's ratings and reiterated the negative outlook. At the same time, Moody's affirmed the insurance financial strength (IFS) ratings of AIG's Domestic Life Insurance & Retirement Services (DLlRS) subsidiaries, while changing the DLiRS rating outlook to negative from stable. These rating actions followed AIG's announcement of a $5.4 billion net loss for the second quarter of 2008. The loss included significant unrealized market valuation losses on mortgage-exposed credit default swaps (CDS) at AIG Financial Products Corp. (AIGFP), as well as realized capital losses on investments, largely other-than-temporary impairment (OTTI) on residential mortgage-backed securities (RMBS) held by the DLiRS companies. Over the past nine months, AIG has absorbed after-tax unrealized market valuation losses on CDS totaling $16.8 billion and after-tax realized capital losses (principally OTTI on RMBS) totaling $9.1 billion. Also during this period, the company has posted to its equity account net after-tax unrealized depreciation of investments (largely RMBS) totaling $12.1 billion. The negative outlook on the DLiRS companies reflects their weakened capital position as a result of OTTI losses, which generally flow through the regulatory financial statements and reduce regulatory capital. The DLiRS companies also face heightened liquidity risk, given that their RMBS are held predominantly within the securities lending collateral pool. Securities lending typically involves relatively short-term funding (secured by the lent securities), with the cash collateral invested in longer-term assets (including RMBS). The negative outlook on AIG (parent company) incorporates the challenges within DLlRS, as well as the growing CDS liabilities and collateral requirements at AIGFP, whose obligations are unconditionally guaranteed by AIG. The recent rating affirmations were based on Moody's understanding that AIG will actively address potential liquidity and capital needs at various operating units, including DLiRS and AIGFP. We expect that AIG will maintain robust coverage of such needs, even in severely adverse scenarios. Failure to address these concerns in the near term could lead to rating downgrades at the parent company, DLiRS and/or other operating units. Moody's has estimated that AIG's ultimate economic losses on CDS and RMBS will likely be materially smaller than the current market values would suggest. Nevertheless, current market values have a meaningful impact on collateral requirements at AIGFP and regulatory capital levels at several insurance subsidiaries. AIG's current ratings reflect its leading market positions in all major business segments, its broad business and geographic scope, its historically strong earnings and cash flows, and its demonstrated access to capital markets. These strengths are tempered by the intrinsic volatility in certain General Insurance and Financial Services business units, by the significant volume of spread-based investment business in the Asset Management segment, and by the company's sizable exposure to the US residential mortgage market. Credit Profile of Significant Subsidiaries/Activities AIG Property Casualty Group (2007 revenues: $38.0 billion, 35% of consolidated total) The AIG Property Casualty Group (formerly Domestic General Insurance) encompasses the AIG Commercial Insurance Group (CIG - formerly Domestic Brokerage Group), Transatlantic Holdings, Inc. (TRH), Personal Lines and Mortgage Guaranty. Moody's maintains Aa3 IFS ratings (stable outlook) on eight members of CIG, reflecting CIG's position as the largest US writer of commercial insurance, its broad diversification and its expertise in writing large and complex risks. These strengths are somewhat offset by CIG's relatively high, albeit improving, gross underwriting leverage and its history of adverse loss development following the last soft market for property & casualty insurance. TRH, approximately 59% owned by AIG, is a holding company for Transatlantic Reinsurance Company (TRC), a leading US-based broker-market reinsurer with expertise in specialty casualty lines. TRC's Aa3 IFS rating (stable outlook) reflects its lead position on many treaties, relatively steady profitability and sound capitalization. These strengths are partly offset by competition from larger global reinsurers and by the inherent volatility of catastrophe exposed business. Moody's maintains a Aa3 IFS rating (negative outlook) on United Guaranty Residential Insurance Company (UGRIC), the lead company of AIG's Mortgage Guaranty unit. The rating is based on UGRIC's conservative underwriting practices, as evidenced by its limited exposure to the highest-risk mortgage products, coupled with its robust capital adequacy and solid competitive position. UGRIC's rating benefits from a net worth maintenance agreement from AIG plus a fixed-dollar-limit reinsurance agreement provided by a CIG member. Moody's expects UGRIC to sustain operating losses over the next several quarters as a result of continued weakness in the US housing market. However, the company is well positioned to take advantage of new business opportunities and improved terms of trade given its strong credit profile relative to peers. Moody's also maintains a Aa3 IFS rating (negative outlook) on United Guaranty Mortgage Indemnity Company based on an unconditional guarantee from UGRIC. Two other members of the Mortgage Guaranty unit carry IFS ratings of A 1 (negative outlook), based on their respective exposures to second-lien mortgage loans and student loans - market segments where conditions are unlikely to improve over the medium term, in Moody's view. These ratings also benefit from a net worth maintenance agreement from AIG plus affiliated reinsurance. 17 of 66 Foreign General Insurance (2007 revenues: $13.7 billion, 12% of consolidated total) Foreign General Insurance consists of several property & casualty insurance agencies and underwriting companies offering commercial and consumer insurance through a range of marketing and distribution channels. The group operates in Asia, the Pacific Rim, the UK, Europe, Africa, the Middle East and Latin America, adapting to local laws and customs as needed. AIG UK Limited (AIG UK) is the group's flagship property & casualty insurer in the UK, having absorbed the UK business of a CIG company in December 2007. The Aa3 IFS rating (stable outlook) on AIG UK reflects its strong market position, healthy profitability and generally conservative investment strategy. Offsetting these strengths to some extent is the focus on commercial lines, which Moody's views as inherently more volatile than personal lines. The rating on AIG UK incorporates explicit and implicit support, including a net worth maintenance agreement from AIG and extensive reinsurance from affiliates. In 2006, AIG acquired Central Insurance Co. Ltd., a diversified non-life insurer in Taiwan with a solid market presence but a record of volatile operating results. During 2007, AIG changed the company's name to AIG General Insurance (Taiwan) Co., Ltd. (AIGGI Taiwan), and merged the Taiwan branch of a CIG company into AIGGI Taiwan. Moody's upgraded the IFS rating of AIGGI Taiwan from Baa1 to A2 in July 2007 and to A1 in March 2008. With a stand-alone rating of A3, AIGGI Taiwan receives two notches of rating uplift from parental support in the form of financial flexibility, transfer of technical knowledge, management expertise and risk sharing. Because its rating relies on significant parental support, AIGGI Taiwan's rating outlook is negative, following that of AIG. Domestic Life Insurance & Retirement Services (2007 revenues: $15.3 billion, 14% of consolidated total) Moody's maintains Aa2 IFS ratings (negative outlook) on ten members of the DLiRS segment, based on the group's multi-faceted distribution network, broad and varied product portfolio, and leading market positions in several products, including term life, universal life, structured settlements and certain classes of annuities. The ratings also reflect the strategic and financial benefits of AIG ownership, such as the AIG brand, cross-selling arrangements, and common investment management and administrative services. These strengths are tempered by the group's significant exposure to US RMBS, held predominantly within the securities lending collateral pool, as discussed above. Foreign Life Insurance & Retirement Services (2007 revenues: $38.3 billion, 35% of consolidated total) The Foreign Life Insurance & Retirement Services segment encompasses international and local subsidiaries with operations in Europe, Latin America, the Caribbean, the Middle East, Australia, New Zealand and Asia, including extensive operations in Japan. The group sells products largely to indigenous persons through multiple distribution channels, including full-time and part-time agents, independent producers, direct marketing, brokers and financial institutions. Moody's maintains a Aa2 IFS rating (stable outlook) on American Life Insurance Company (ALI CO), based on its well established operations in more than 50 overseas markets (particularly in Japan, which accounts for about twothirds of ALlCO's operating income), along with its favorable record of growing organically in existing markets and expanding into new markets. The rating also recognizes the company's strong brand name and distribution channels, sound capitalization and consistent operating performance. These strengths are tempered by competition from local and foreign players in Japan, political risk in certain emerging markets, and ALI CO's relatively large exposure to affiliated investments, mainly AIG common stock. ALI CO's Japanese operations are complemented by those of AIG Edison Life Insurance Company (AIG Edison IFS rating of Aa2, stable outlook) and AIG Star Life Insurance Co., Ltd. (not rated), giving AIG a strong and diversified presence in the Japanese life insurance market. The AIG Edison rating reflects the company's healthy profitability, solid capital base and diversified distribution channels, tempered by agent retention and business persistency rates that are below expectations for the rating level. The rating incorporates one notch of uplift from the close affiliation with ALiCO. Without such support, AIG Edison would have a stand-alone rating of Aa3. American International Assurance Company, Limited (not rated) and its affiliates, including American International Assurance Company (Bermuda) Limited (AIAB - IFS rating of Aa3, stable outlook), make up the largest and most diversified life insurance group in Southeast Asia. The rating on AIAB reflects its leading position in the life insurance market in Hong Kong, where it has garnered the largest market share and is supported by a strong brand name. The rating also recognizes the company's consistent operating performance, well established and efficient agency force, and healthy capitalization. These strengths are somewhat offset by the possible threat to AIAB's market position, given the intense competition in Hong Kong and Korea, by the challenge AIAB faces in its effort to broaden distribution channels, and by its exposure to affiliated investments, mainly AIG common stock. Financial Services (2007 revenues: -$1.3 billion, -1% of consolidated total) The Financial Services segment engages in aircraft and equipment leasing, capital market transactions, consumer finance and insurance premium financing. The Aircraft Finance business, conducted by International Lease Finance Corporation (ILFC - senior unsecured debt rated A 1, negative outlook), is a global leader in leasing and remarketing advanced technology commercial jet aircraft. ILFC'~ ir.~fiiErflect its high-quality aircraft portfolio and solid relationships with aircraft manufacturers and airlines. Tempering tli'is view is the cyclical nature of the business, as well as ILFC's sizable order position and residual value risk. The ratings incorporate AIG ownership and support, evidenced by capital contributions to ILFC totaling more than $1 billion since 2001. Absent such support, ILFC's ratings would be lower. ILFC's negative rating outlook follows that of AIG. The Capital Markets unit comprises the global operations of AIGFP (backed long-term issuer rating of Aa3, negative outlook) and subsidiaries. AIGFP engages as principal in a variety of standard and customized financial products with corporations, financial institutions, governments, agencies, institutional investors and high net-worth individuals worldwide. This unit also raises funds through municipal reinvestment contracts and other private and public note offerings, investing the proceeds in a diversified portfolio of debt, equities and derivatives. The Aa3 ratings on AIGFP and several of its subsidiaries are based on general and deal-specific guarantees from AIG. AIGFP has substantial notional exposure to the US residential mortgage market through super-senior COS and cash COOs, a portfolio that is now in runoff. In February 2008, AIG appointed an interim CEO to oversee this operation and launched a search for a new permanent CEO. In connection with this management shift, Moody's expects that AIG will take a fresh look at the strategic direction and risk appetite at AIGFP. The Consumer Finance unit includes US operations conducted mainly by American General Finance Corporation (AGFC - senior unsecured debt rated A 1, negative outlook) and international operations conducted by AIG Consumer Finance Group, Inc. (AIGCFG). AGFC's ratings are based on its strong US market presence, disciplined approach to the business and implicit support from AIG. Over the past decade, AGFC has focused its growth efforts on real estate secured loans, which accounted for about three-fourths of the loan portfolio as of year-end 2007. The portfolio, which includes meaningful levels of subprime and non-prime loans, has experienced some deterioration in credit quality along with the overall US housing sector, but AGFC's delinquency and charge-off rates remain within the company's target bands. We believe that AGFC's adherence to conservative underwriting standards have enabled the company to weather the housing market slump reasonably well compared to many other financial institutions. Nevertheless, AGFC's core profitability has fallen, and will continue to be pressured by rising loss provisions and the sharp fall-off in mortgage banking activity. Absent the implicit parental support, AGFC's ratings would be lower. AGFC's negative rating outlook follows that of AIG. Asset Management (2007 revenues: $5.6 billion, 5% of consolidated total) The Asset Management segment comprises a variety of investment related products and services for institutions and individuals worldwide. The group's main activities are spread-based investing, institutional asset management, brokerage services and mutual funds. The spread-based investment business, formerly conducted through the SunAmerica companies, is now conducted through AIG's Matched Investment Program. The institutional asset management business, known as AIG Investments, provides a range of equity, fixed income and alternative investment products and services to AIG subsidiaries and affiliates, other institutional clients and high-net-worth individuals. The brokerage services and mutual funds operations provide broker/dealer services and mutual funds to retail investors, group trusts and corporate accounts through an independent network of financial advisors. Credit Strengths Credit strengths/opportunities of the group include: - One of the world's largest and most diversified financial service firms, with leading market positions in various business lines and countries - Historically strong earnings and cash flows across all major business segments - Excellent financial flexibility, although this has been weakened somewhat by earnings and capital volatility related to US residential mortgage exposures Credit Challenges Credit challenges/risks include: - Sizable exposure to US residential mortgage market through various business units and activities, particularly CDS written by AIGFP and RMBS held by US life insurance subsidiaries - Intrinsic volatility in certain General Insurance and Financial Services business units - Significant volume of spread-based investment business within the Asset Management segment Rating Outlook The negative outlook on AIG (and on subsidiaries whose ratings rely on meaningful explicit or implicit parental support) reflects the company's exposure to further volatility in the US residential mortgage market as well as uncertainty surrounding the strategic direction of AIGFP. 19 of 66 What Could Change the Rating - Up Given the current negative outlook, there is limited upward pressure on the rating; however, factors that could lead to a stable outlook include: - Improving or stable stand-alone credit profiles of major operating units - Strong group profitability, with returns on equity exceeding 15% - Remediation of all material weaknesses in internal controls over financial reporting - Adjusted financial leverage (including pension and lease adjustments and excluding debt of finance-type operations and match-funded investment programs) comfortably below 20% What Could Change the Rating - Down Factors that could lead to a downgrade include: - A decline in the stand-alone credit profile of one or more substantial operating units - Weak group profitability, with returns on equity remaining below 10% over the next few quarters - A decline in financial flexibility, with adjusted financial leverage exceeding the low 20s (percent), or adjusted pretax interest coverage remaining below 8x over the next few quarters - Incremental losses on investments or derivatives causing a further decline in shareholders' equity - A material shift in the company's strategic emphasis away from insurance (e.g., Financial Services accounting for more than 20% of consolidated operating income) Recent Results AIG reported total revenues of $19.9 billion and a net loss of $5.4 billion for the second quarter of 2008. Shareholders' equity was $78.1 billion as of June 30, 2008. Capital Structure and Liquidity Moody's believes that AIG's financial flexibility has been weakened by the firm's exposure to the US mortgage market and the related losses, write-downs and decline in shareholders' equity. On the other hand, the company demonstrated broad access to the capital markets through its issuance of more than $20 billion of capital during May 2008 - a positive for creditors in Moody's view. The new issuance included approximately $7.5 billion of common stock, $5.9 billion of equity units (hybrids) and $6.9 billion of junior subordinated debentures (hybrids). The hybrid securities were designed to receive significant equity treatment for financial leverage calculations. As of June 30,2008, AIG reported total borrowings of $178.6 billion, a majority of which was "operating" debt (i.e., supporting assets of the Financial Services segment and AIG's Matched Investment Program). AIG's adjusted "financial" debt (reflecting Moody's standard pension and lease adjustments, our basket treatment of hybrids, and the exclusion of operating debt) amounted to $26.0 billion. AIG's adjusted financial leverage has increased from 18.3% at year-end 2007 to 19.4% as of June 30, 2008, as a result of mortgage-related losses and write-downs recorded during the first half of the year, largely offset by the capital issuance in May. Moody's notes that the newly issued hybrid securities carry significant fixed charges that will reduce AIG's earnings coverage and dividend capacity coverage of fixed charges going forward. We expect that earnings coverage will decline from a historic range of 20-24 times to a normalized range of about 8-12 times, while dividend capacity coverage will decline from a historic range of 9-14 times to a normalized range of about 6-8 times. Moody's believes that AIG will continue to benefit from its broad business diversification and access to capital market funding. Moody's believes that AIG has sufficient liquidity - through cash on hand, dividends from diversified subsidiaries, external credit facilities and an intercompany credit facility - to service parent company obligations and to support subsidiaries under current market conditions. The company generates strong operating cash flows on a consolidated basis, with yearly amounts averaging about $22 billion over the past three years. A majority of the cash flows pertain to insurance operations that are subject to regulatory limits on the payment of dividends to a parent company. Still, the pro forma dividend capacity coverage of fixed charges (6-8 times) is reasonable for AIG's current rating category. AIG has taken steps to enhance its liquidity in response to credit market turmoil over the past year. The company has increased its holdings of cash and short-term investments across major business units, and has established an interdisciplinary Liquidity Risk Committee to monitor and manage liquidity risks throughout the firm. AIG's consolidated cash and short-term investment position has grown from $29.4 billion at year-end 2006 to $82.2 billion as of June 30, 2008. The large p~i9..l"l:ip--aash and short-term investments is constraining AIG's investment income and overall profitability tcfS'elrMI de~ree. Moody's regards this as a prudent trade-off in the current unsettled credit markets. AIG gets a portion of its funding through a $7 billion commercial paper program ($5.8 billion outstanding at June 30,2008). The commercial paper is issued through subsidiary AIG Funding, Inc. (AIG Funding) and guaranteed by AIG. The program is backed by external and intercompany credit facilities. External facilities include two syndicated bank revolvers totaling $3.75 billion, primarily to back commercial paper. One of these facilities ($2.125 billion) expires in July 2009 (with a one-year term-out option) and the other ($1.625 billion) expires in July 2011. AIG and AIG Funding also share a $3.2 billion bank facility expiring in December 2008 (with a one-year term-out option) which allows for the issuance of letters of credit with terms of up to eight years. As of June 30, 2008, nearly all of this facility was being used for letters of credit. Finally, AIG has a $5.335 billion intercompany credit facility provided by several of its insurance subsidiaries, expiring in September 2008 (with a one-year term-out option). Moody's expects that these facilities will be renewed in similar form before they expire. In addition to its guarantee of AIG Funding debt, AIG guarantees the debt and counterparty obligations of certain subsidiaries, most importantly AIGFP. AIGFP manages its liquidity position to withstand severe market disruptions. AIGFP conducts regular liquidity stress tests that assume no access to capital markets, contingent liability payouts at the earliest possible dates, and haircuts on relatively liquid investment securities. The stress tests also consider the impact of potential rating downgrades on AIGFP's collateral posting requirements. As of July 31,2008, AIGFP had posted collateral in respect of super-senior CDS in an aggregate net amount of $16.5 billion. At that time, AIG's senior unsecured debt ratings (and AIGFP's backed long-term issuer ratings) were Aa3 by Moody's and AAby Standard & Poor's. The company estimated as of that date that a downgrade to A 1 by Moody's and to A+ by Standard & Poor's would permit AIGFP's counterparties to call for approximately $13.3 billion of incremental collateral. As noted above, Moody's current ratings on AIG (and on AIGFP) incorporate our expectation that the company will maintain robust coverage of potential liquidity needs, even in severely adverse scenarios. © Copyright 2008, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, "MOODY'S"). All rights reserved. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, such information is provided "as is" without warranty of any kind and MOODY'S, in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. MOODY'S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY'S have, prior to assignment of any rating, agreed to pay to MOODY'S for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,400,000. Moody's Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moody's Investors Service (MIS), also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody's website at www.moodys.com under the heading "Shareholder Relations - Corporate Governance - Director and Shareholder Affiliation Policy." 21 of 66 American International GroupJ Inc.. Discussion of Q-Tools Outliers: (Provide brief discussion of any ratings gaps of 3 or more notches.) AIG's bond spreads and CDS levels have been hurt over the past year by market concerns over subprime mortgage exposures. 22 of 66 Stock Chart AMER INTL GROUP as of 11-Sep-2008 Splits:~ 80~--~~~r-~~~--~~--~~~~~~~--r-~~--~'-~--~~~ _..~"~~""",-/'->."""""""":-,,.........-......~......!.... ~~,_v-'-'""'''''''''''-s_,,.....,., /" ::jiv,r~'_""~~~'Jr"\~'j~'!'I{1 I . I , I . I . I'~~\N\I . 'f ~ N 20 ......................................................................................................................................................................................................... :......... 'y:i, 17~--~~--~~~--~~~~~~~~~--~~~~~~~~~~--~~~y ~ 200.00 150 .00 t-........................................................... o - ~100.00r·············································· ~ 50. 00 , .................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .,. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . · · ·. ·······················r···························· .. 1 t-.................................•...................................... , ...................... . O.ooL-__~~__~~~~~~~~~~~~~BI~~~mI~1I Cop~right 2008 Yahoo! Inc. http://finance.~ahoo.com/ Market capitalization: $32.6 billion Rating History ::~ '---.-..-..-.-..-..-..-..-.-.-.-..-..-..-..-..-..-..-..-..-.. -.-.-..-..-..-..-.-..-..-..-..-.. -.-.-.. -.. -..-..-.-.. -,jL.______.., ::~ .......... :. .........................................;............;... -dY ...............................................;.............:. 04195 02196 1 2196 1 om 08198 06!99 04100 02101 12101 10m 08!D3 06104 04105 02106 12106 10iD? 23 of 66 Current & Recommended Ratings on AIG Entities - September 15, 2008 Ownership Structure' American International Group, Inc. ("AIG") AIG Capital Corporation American General Finance, Inc. American General Finance Corporation ("AGFC") AGFC Capital Trust I Yosemite Insurance Company CommoLoco, Inc. International Lease Finance Corporation ("ILFC") Domicile DE Business Se!lment Parent DE IN IN DE IN Puerto Rico CA Fin Svcs Fin Svcs Fin Fin Fin Fin Svcs Svcs Svcs Svcs ILFC E-Capital Trusts I & II AIG Capital Trusts I & II AIG Financial Products Corp. DE DE Fin Svcs Funding for Parent Fin Svcs AIG Matched Funding Corp. DE Fin Svcs AIG-FP Capital Funding Corp. AIG-FP Matched Funding Corp. AIG-FP Matched Funding (Ireland) P.L.C. Banque AIG AIG Funding, Inc. AIG Life Holdings (International) LLC American International Reinsurance Company, Limited AIG Edison Life Insurance Company American International Assurance Company (Bermuda) Limited AIG Life Holdings (US), Inc. ("AIG LHUS") AGC Life Insurance Company AIG Annuity Insurance Company AIG Life Insurance Company American General Life and Accident Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company American International Life Assurance Company of New York The United States Life Insurance Company in the City of NY American General Capital II American General Institutional Capital A & B AIG Liquidity Corp. AIG Program Funding, Inc. AIG Property Casualty Group, Inc. AIG Commercial Insurance Group, Inc. AIG Casualty Company AIU Insurance Company AIG General Insurance (Taiwan) Co., Ltd. American Home Assurance Company Transatlantic Holdings, Inc. DE DE DE France DE DE Bermuda Japan Bermuda TX MO TX DE TN TX TX NY NY DE DE DE DE DE DE PA NY Taiwan NY DE Fin Svcs Fin Svcs Fin Svcs Fin Svcs Funding for Parent Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Frgn Life Ins & Ret Svcs Transatlantic Reinsurance Company Commerce and Industry Insurance Company The Insurance Company of the State of Pennsylvania National Union Fire Ins Company of Pittsburgh, Pa. American International Specialty Lines Insurance Company New Hampshire Insurance Company United Guaranty Corporation United Guaranty Residential Insurance Company ("UGRIC") United Guaranty Commercial Insurance Company of NC United Guaranty Mortgage Indemnity Company United Guaranty Residential Insurance Company of NC AIG Retirement Services, Inc. NY NY PA PA AK PA NC NC NC NC NC DE SunAmerica Life Insurance Company ("SLlC") AZ AIG SunAmerica Global Financing Trusts AIG SunAmerica Life Assurance Company DE AZ ASIF I & II ASIF III (Jersey) Limited ASIF Global Financing Trusts First SunAmerica Life Insurance Company Caymans Jersey DE NY American International Underwriters Overseas, Ltd. AIG UK Limited American Life Insurance Company Bermuda UK DE SA Public Current Rec Rec Ratin!l Tvpe Support Ratin!l Ratin!l Outlook Ratin!l Outlook R-Dn LT Issuer Aa3 Negative Aa3 R-Dn Sr Unsec Debt Aa3 Aa3 R-Dn Sr Unsec Shelf (P)Aa3 (P)Aa3 R-Dn Subord Shelf (P)A1 (P)A1 R-Dn (P)A2 (P)A2 Prlrd Shelf P-1 P-1 ST Issuer Stable Negative R-Dn LT Issuer A2 Negative A2 P-1 ST Issuer P-1 P-1 R-Dn ST Debt Negative R-Dn LT Issuer A2 A1 Negative A1 R-Dn Sr Unsec Debt A2 A1 A1 P-1 P-1 R-Dn ST Debt R-Dn Bkd Tr Prlrd Stock AGFC G'tee A3 Negative A3 Bkd ST Debt AGFC G'tee Sr Unsec Debt ST Debt Bkd Prfrd Stock ILFC G'tee Bkd Tr Prlrd Shelf AIG G'tee Bkd LT Issuer AIG G'tee Bkd ST Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd ST Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd Sr Debt AIG G'tee Bkd ST Debt AIG G'tee IFS IFS Bkd Sr Debt AIG Agmt AIG G'tee A3 Aa3 Aa3 Domes Life Ins & Ret Svcs Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS AIG Agmt Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Domes Life Ins & Ret Svcs IFS AIG Agmt Aa2 Domes Life Ins & Ret Svcs IFS Aa2 Funding for AIG LHUS Bkd Tr Prlrd Stock AIG G'tee Funding for AIG LHUS Bkd Tr Prlrd Stock AIG G'tee Fin Svcs Bkd ST Debt AIG G'tee Funding for Parent Bkd Sr Shelf AIG G'tee Domes Gen Ins Domes Gen Ins Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Frgn Gen Ins IFS A3 Domes Gen Ins IFS Aa3 Domes Gen Ins Sr Unsec Debt A3 Sr Unsec Shelf Subord Shelf Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins IFS Aa3 Domes Gen Ins Domes Gen Ins IFS AIG Agmt Aa3 Domes Gen Ins IFS AIG Agmt Caa2 Domes Gen Ins Bkd IFS UGRICG'tee Aa3 Domes Gen Ins IFS AIG Agmt C Bkd Sr Debt AIG G'tee Bkd Prfrd Stock AIG G'tee Asset Mgmt Bkd IFS AIG Agmt Aa2 Bkd ST IFS AIG Agmt Asset Mgmt Bkd Sr Debt SLiC GICs Asset Mgmt Bkd IFS AIG Agmt Aa2 AIG Agmt Bkd ST IFS Asset Mgmt Bkd Sr Debt SLiC GICs Asset Mgmt Bkd Sr Debt SLiC GICs Asset Mgmt Bkd Sr Debt SLiC GICs Asset Mgmt Bkd IFS AIG Agmt Aa2 Bkd ST IFS AIG Agmt Frgn Gen Ins Frgn Life Ins & Ret Svcs 24 of 66 IFS IFS AIG Agmt Aa3 Aa2 P-1 A1 P-1 A3 (P)A1 Aa3 P-1 Aa3 P-1 Aa3 Aa3 Aa3 Aa3 P-1 Aa2 Aa3 Aa3 Negative Negative Negative Stable Negative Stable Negative Negative Negative Negative Stable P-1 A1 P-1 A3 (P)A1 Aa3 P-1 Aa3 P-1 Aa3 Aa3 Aa3 Aa3 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Negative R-Dn Negative R-Dn R-Dn R-Dn R-Dn Negative Stable Stable Negative Aa2 Aa3 Aa3 R-Dn Negative R-Dn Negative Negative R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn Aa2 Stable Aa2 R-Dn A1 Negative A1 R-Dn A1 Negative A1 P-1 P-1 Stable Negative R-Dn (P)Aa3 Negative (P)Aa3 Aa3 Aa3 A1 Aa3 A2 (P)A2 (P)A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Stable Stable Negative Stable Stable Aa3 Aa3 A1 Aa3 A2 (P)A2 (P)A3 Aa3 Aa3 Aa3 Aa3 Aa3 Aa3 Negative Negative R-Dn Negative R-Dn R-Dn R-Dn Stable Negative Negative Negative Negative Negative Aa3 A1 Aa3 A1 Aa3 A2 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 Negative Negative Negative Negative Negative Stable Stable Stable Stable Stable Stable Stable Stable Stable Stable Aa3 A1 Aa3 A1 Aa3 A2 Aa2 P-1 Aa2 Aa2 P-1 Aa2 Aa2 Aa2 Aa2 P-1 R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn R-Dn Stable R-Dn R-Dn Stable R-Dn R-Dn R-Dn R-Dn Stable Aa3 Aa2 Stable Stable Aa3 Aa2 R-Dn R-Dn Stable Stable Stable Stable Stable Stable AIG Financial Leverage and Fixed-Charge Coverage Leverage and Coverage Adjustments Company: American International Group, Inc. Financial Leverage Unadjusted debt ($ mil) Adjusted debt ($ mil) Unadjusted equity ($ mil) Adjusted equity & minority interest ($ mil) Unadjusted debt % capital Adjusted debt % capital Earnings Coverage of Interest & Prfrd Divs Unadjusted EBIT ($ mil) Adjusted EBIT ($ mil) Unadjusted interest & preferred dividends ($ mil) Adjusted interest & preferred dividends ($ mil) Unadjusted earnings coverage (x) Adjusted earnings coverage (x) Adjusted earnings coverage (x) - 5-yr avg Dividend Ca~acit:l Coverage of Int & Prfrd Divs Portion of equity not im mediately available (%) Unrestricted subsidiary dividend capacity ($ mil) Unadjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) Adjusted dividend capacity coverage (x) - 5-yr avg Goodwill Ex~osure Goodwill ($ mil) Goodwill % equity Balance Sheet In~uts ($ mil) Total assets Unadjusted debt Operating debt Financial debt Minority interest Unadjusted equity "Yes" if life investments> 50% total investments Net unrealized investment appreciation Income Statement In~uts ($ mil) Total revenue Unadjusted interest expense Operating interest expense Financial interest expense Income tax expense Minority interest expense Net income Preferred dividends Prdh#ffltl TTM 6/08 2007 2006 2005 2004 2003 178,638 178,638 78,088 94,408 69.6% 65.4% 176,049 176,049 95,801 101,848 64.8% 148,679 148,679 101,677 99,372 59.4% 109,849 109,849 86,317 83,093 56.0% 96,899 96,899 79,673 74,178 54.9% 80,349 80,349 69,230 63,706 53.7% 18,631 10,270 9,688 1,327 1.9x 28,672 22,562 6,951 841 4.1x 20,886 15,711 5,673 498 3.7x 19,128 15,087 4,427 386 4.3x 16,135 12,318 4,219 402 3.8x 89% 9,495 1.7x 89% 8,764 2.0x 89% 7,615 1.8x 23,690 2,238 32.0x 81% 18,202 81% 18,202 81% 18,202 1.9x 90% 10,168 1.5x 18.2x 10,661 13.7% 10,661 #DIV/OI 9,414 8,628 8,093 8,556 7,619 $.&o/~ $!Wt~ $)#% lQ·7O/~ jnqft~ 1,049,876 178,638 0 178,638 11,149 78,088 Yes -5,171 1,049,876 178,638 0 178,638 11,149 78,088 Yes -5,171 1,060,505 176,049 0 176,049 10,422 95,801 Yes 4,375 979,410 148,679 0 148,679 7,778 101,677 Yes 10,083 853,048 109,849 0 109,849 5,124 86,317 Yes 8,348 801,007 96,899 0 96,899 4,831 79,673 Yes 10,326 675,602 80,349 0 80,349 3,547 69,230 Yes 9,071 110,064 110,064 9,688 8,361 1,327 1,455 1,288 6,200 0 113,387 6,951 6,110 841 6,537 1,136 14,048 0 108,781 5,673 5,175 498 4,258 478 10,477 0 97,823 4,427 4,041 386 4,407 455 9,839 0 79,601 4,219 3,817 402 3,556 252 8,108 0 1,455 1,288 6,200 0 Pro forma TTM 6/08 assumptions: • Adjusted EBIT based on 2006 amount plus 5% • Adjusted interest and preferred dividends based on 2006 amount plus full-year fixed charges associated with hybrids 25 of 66 Leverage and Coverage Adjustments ......................... Company: American International Group, Im~MpfPdn# TTM 6/08 TTM 6/08 Pension Adjustments {$ mil} Assumed borrowing rate (%) Assumed tax rate (%) Projected benefit obligation (end of year) Fair value of plan assets (end of year) Pension asset recorded Pension liability recorded Debt adjustment Shareholders' equity adjustment Interest expense adjustment Lease Adjustments ($ mil) Assumed debt multiplier (x) Rent expense Debt adjustment Interest expense adjustment EBIT adjustment Other Adjustments ($ mil) Hybrid securities #1 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Hybrid securities #2 Reporting category Basket designation Debt portion of hybrid Equity portion of hybrid Lloyd's LOCS 2007 2006 2005 2004 2003 4,126 2,871 523 888 1,255 -579 63 3,950 2,715 566 941 1,235 -559 62 568 3,408 189 189 524 3,144 175 175 4,901 41 41 41 52 4,481 3,260 703 807 1,221 -726 61 771 4,626 257 257 771 4,626 257 257 6x 771 4,626 257 257 657 3,942 219 219 597 3,582 199 199 100 100 100 191 186 199 192 Mezzanine Mezzanine Mezzanine Mezzanine Mezzanine Mezzanine Mezzanine A A A A A A A 100 100 100 191 186 199 192 0 0 0 0 0 0 0 18,746 18,746 5,809 Debt Debt Debt D D D 4,687 4,687 1,452 14,060 14,060 4,357 26 of 66 Rating Factors AIG Domestic Life & Retirement Svcs YE 2007 Scorecard I\J -...J o ( J) (J) Other Considerations (if applicable, insert notches to be added to the adjusted total scorecard rating above): Management, Governance, and Risk Management: Accounting Policy & Disclosure: Sovereign & Regulatory Environment: Stand-Alone Rating Recommendation: Support (if applicable, insert notches to be added to the standalone rating above): Nature and Terms of Explicit Support: Nature and Terms of Implicit Support: Final Rating Recommendation: 8/07/08 ReM Scorecard Stress PROFORMA 2 American International Group, Inc. and Subsidiaries Consolidated Balance Sheet December 31, 2007 2006 397,372 21,581 $386,869 21,437 9,982 10,836 17,900 21,376 2,370 13,256 14,855 2,539 33,727 28,418 41,984 40,305 4,197 238 16,442 6,467 20,950 39,875 47,205 5,031 220 19,252 4,317 30,291 31,234 75,662 58,823 51,351 29,573 69,306 42,111 27,483 851,961 2,284 792,874 1,590 6,587 18,395 23,103 43,150 654 5,518 78,684 9,414 20,755 6,091 17,789 23,355 37,235 1,101 4,381 70,277 8,628 16,089 $1,060,505 $979,410 (in miflions) Assets: Investments and financial services assets: Fixed maturities: Bonds available for sale, at fair value (amortized cost: 2007 - $393,170; 2006 - $377,163) Bonds held to maturity, at amortized cost (fair value: 2007 - $22,157; 2006 - $22,154) Bond trading securities, at fair value (includes hybrid financial instruments: 2007 - $555; 2006-$522) Equity securities: Common stocks available for sale, at fair value (cost: 2007 - $12,588; 2006 - $10,662) Common and preferred stocks trading, at fair value Preferred stocks available for sale, at fair value (cost: 2007 - $2,600; 2006 - $2,485) Mortgage and other loans receivable, net of allowance (2007 - $77; 2006 - $64) (includes loans held for sale: 2007 - $399) $ Financial services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2007 - $10,499; 2006 - $8,835) Securities available for sale, at fair value (cost: 2007 - $40,157; 2006 - $45,912) Trading securities, at fair value Spot commodities Unrealized gain on swaps, options and forward transactions Trade receivables Securities purchased under agreements to resell, at contract value Finance receivables, net of allowance (2007 - $878; 2006 - $737) (includes finance receivables held for sale: 2007 - $233; 2006 - $1,124) Securities lending invested collateral, at fair value (cost: 2007 - $80,641; 2006 - $69,306) Other invested assets Short-term investments, at cost (approximates fair value) Total investments and financial services assets Cash Investment income due and accrued Premiums and insurance balances receivable, net of allowance (2007 - $662; 2006 - $756) Reinsurance assets, net of allowance (2007 - $520; 2006 - $536) Deferred policy acquisition costs Investments in partially owned companies Real estate and other fixed assets, net of accumulated depreciation (2007 - $5,446; 2006 - $4,940) Separate and variable accounts Goodwill Other assets Total assets See Accompanying iVotes to Consolidated Financial Statements. 28 of 66 130 AIG 2007 Form lO-K American International Group, Inc. and Subsidiaries Consolidated Balance Sheet Continued December 31, (in mWions, except share data) Liabilities: Reserve for losses and loss expenses Unearned premiums Future policy benefits for life and accident and health insurance contracts Policyholders' contract deposits Other policyholders' funds Commissions, expenses and taxes payable Insurance balances payable Funds held by companies under reinsurance treaties Income taxes payable Financial services liabilities: Securities sold under agreements to repurchase, at contract value Trade payables Securities and spot commodities sold but not yet purchased, at fair value Unrealized loss on swaps, options and forward transactions Trust deposits and deposits due to banks and other depositors Commercial paper and extendible commercial notes Long-term borrowings Separate and variable accounts Securities lending payable Minority interest Other liabilities (includes hybrid financial instruments at fair value: 2007 - $47; 2006 - $ $111) Total liabilities Preferred shareholders' equity in subsidiary companies 2007 2006 85,500 28,022 136,068 258,459 12,599 6,310 4,878 2,501 3,823 $ 79,999 26,271 121,004 248,264 10,986 5,305 3,789 2,602 9,546 8,331 10,568 4,709 20,613 4,903 13,114 162,935 78,684 81,965 10,422 30,200 19,677 6,174 4,076 11,401 5,249 13,363 135,316 70,277 70,198 7,778 26,267 964,604 877,542 100 191 Commitments, Contingencies and Guarantees (See Note 12) Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 2007 and 2006- 2,751,327,476 Additional paid-in capital Payments advanced to purchase shares Retained earnings Accumulated other comprehensive income (loss) Treasury stock, at cost; 2007 - 221,743,421; 2006 -150,131,273 shares of common stock (including 119,293,487 and 119,278,644 shares, respectively, held by subsidiaries) Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity 6,878 2,848 (912) 89,029 4,643 (6,685) 6,878 2,590 84,996 9,110 (1,897) 95,801 101,677 $1,060,505 $979,410 See Accompanying Notes to Consolidated Financial Statements. 29 of 66 AIG 2007 Form lO-K 131 American International Group, Inc. and Subsidiaries Consolidated Statement of Income Years Ended December 31, 2006 2005 $ 79,302 28,619 (3,592) $ 74,213 26,070 106 $ 70,310 22,584 341 (11,472) 17,207 12,998 15,546 110,064 113,387 108,781 66,115 35,006 60,287 31,413 64,100 29,468 101,121 91,700 93,568 8,943 21,687 15,213 5,489 1,048 2,587 1,671 2007 (in miflions, except per share data) Revenues: Premiums and other considerations Net investment income Net realized capital gains (losses) Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Other income Total revenues Benefits and expenses: Incurred policy losses and benefits Insurance acquisition and other operating expenses Total benefits and expenses Income before income taxes, minority interest and cumulative effect of accounting changes Income taxes (benefits): Current Deferred 3,219 (1,764) Total income taxes 1,455 6,537 4,258 7,488 15,150 10,955 Income before minority interest and cumulative effect of accounting changes (1,288) Minority interest 6,200 Income before cumulative effect of accounting changes $ Net income Earnings per common share: Basic Income before cumulative effect of accounting changes Cumulative effect of accounting changes, net of tax Net income Diluted Income before cumulative effect of accounting changes Cumulative effect of accounting changes, net of tax Net income Average shares outstanding: Basic Diluted See Accompanying Notes to Consolidated Financial Statements. 30 of 66 AIG 2007 Form lO-K (478) 10,477 34 Cumulative effect of accounting changes, net of tax 132 (1,136) 14,014 6,200 $ 14,048 $ 10,477 $2.40 $5.38 0.01 $4.03 $2.40 $5.39 $4.03 $2.39 $5.35 0.01 $3.99 $2.39 $5.36 $3.99 2,585 2,598 2,608 2,623 2,597 2,627 American International Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows Years Ended December 31, Summary: Net cash provided by operating activities Net cash used in investing activities Net cash provided by financing activities Effect of exchange rate changes on cash $ 35,171 694 1,590 Cash at end of year Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income: Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Net gains on sales of securities available for sale and other assets Foreign exchange transaction (gains) losses Net unrealized (gains) losses on non-AIGFP derivative assets and liabilities Equity in income of partially owned companies and other invested assets Amortization of deferred policy acquisition costs Amortization of premium and discount on securities and long-term borrowings Depreciation expenses, principally flight equipment Provision for finance receivable losses Other-than-temporary impairments Changes in operating assets and liabilities: General and life insurance reserves Premiums and insurance balances receivable and payable - net Reinsurance assets Capitalization of deferred policy acquisition costs Investment income due and accrued Funds held under reinsurance treaties Other policyholders' funds Income taxes payable Commissions, expenses and taxes payable Other assets and liabilities - net Bonds, common and preferred stocks trading Trade receivables and payables - net Trading securities Spot commodities Net unrealized (gain) loss on swaps, options and forward transactions Securities purchased under agreements to resell Securities sold under agreements to repurchase Securities and spot commodities sold but not yet purchased Finance receivables and other loans held for sale - originations and purchases Sales of finance receivables and other loans - held for sale Other, net $ 2,284 $ $ 6,200 $ 14,048 See Accompanying iVotes to Consolidated Financial Statements. 31 of 66 $ 23,413 (61,459) 38,097 (163) 1,590 (112) 2,009 $ 1,897 $ 10,477 11,472 (1,349) (104) 116 (4,760) 11,602 580 2,790 646 4,715 (763) 1,795 (713) (3,990) 11,578 699 2,374 495 944 (1,218) (3,330) 878 (1,421) 10,693 207 2,200 435 598 16,242 (207) 923 (15,846) (401) (151) 1,374 (3,709) 989 3,657 (3,667) 2,243 835 (18) 1,413 9,341 (11,391) 633 (5,145) 5,671 477 12,930 (1,214) 1,665 (15,363) (249) (1,612) (498) 2,003 408 (77) (9,147) (197) 1,339 (128) (1,482) (16,568) 9,552 (1,899) (10,786) 10,602 541 27,045 192 (5,365) (14,454) (171) 770 811 1,543 140 2,863 (5,581) 2,272 (3,753) 442 934 9,953 (12,534) 571 (13,070) 12,821 (1,535) (7,761) 12,936 $ 35,171 Net cash provided by operating activities 6,287 (67,952) 61,244 114 2005 (307) 1,897 28,971 Total adjustments AIG 2007 Form lO-K $ (68,007) 33,480 50 Change in cash Cash at beginning of year 134 2006 2007 (in miflions) $ 6,287 $ 23,413 American International Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows Continued Years Ended December 31, lin mi!lions) 2007 2006 2005 $ 132,320 $112,894 $ 140,076 12,475 11,661 205 697 46 573 14,084 14,899 5,165 12,586 3,679 12,461 (146,465) (175,657) (14,482) (197) (13,273) (3,333) Cash flows from investing activities: Proceeds from (payments for) Sales and maturities of fixed maturity securities available for sale and hybrid investments Sales of equity securities available for sale 9,616 295 303 14,109 9,062 12,553 (139,184) (10,933) (266) (4,772) (25,327) (1,361) (12,439) (15,271) (12,303) (870) (23,484) (55) Proceeds from fixed maturity securities held to maturity Sales of flight equipment Sales or distributions of other invested assets Payments received on mortgage and other loans receivable Principal payments received on finance receivables held for investment Purchases of fixed maturity securities available for sale and hybrid investments Purchases of equity securities available for sale Purchases of fixed maturity securities held to maturity Purchases of flight equipment Purchases of other invested assets Acquisitions, net of cash acquired Mortgage and other loans receivable issued Finance receivables held for investment - originations and purchases Change in securities lending invested collateral Net additions to real estate, fixed assets, and other assets Net change in short-term investments Net change in non-AIGFP derivative assets and liabilities (6,193) (15,059) (7,438) (5,310) (13,830) (17,276) (9,835) (1,097) (10,301) (941) (10,620) 1,801 (45) 688 $ (67,952) $ (61,459) 64,829 (58,675) (182) (338) 103,210 (79,738) 11,757 57,197 (43,413) 51,699 (36,339) 1,269 (957) 2,960 71,028 (702) 67,061 (36,489) (51,402) 9,789 10,437 (100) 206 (6,000) (1,881) (16) 308 163 82 $ (68,007) Net cash used in investing activities (6,009) (16,040) Cash flows from financing activities: Proceeds from (payments for) Policyholders' contract deposits Policyholders' contract withdrawals $ Change in other deposits Change in commercial paper and extendible commercial notes Long-term borrowings issued Repayments on long-term borrowings Change in securities lending payable Redemption of subsidiary company preferred stock Issuance of treasury stock Payments advanced to purchase treasury stock Cash dividends paid to shareholders Acquisition of treasury stock Other, net Net cash provided by financing activities (1,638) (1,421) (20) (176) 398 (85) $ 33,480 $ 61,244 $ 38,097 $ $ 8,818 5,163 $ $ 6,539 4,693 $ $ 4,883 2,593 $ $ 11,628 5,088 $ $ 10,746 $ $ 9,782 $ 791 $ Supplementary disclosure of cash flow information: Cash paid during the period for: Interest Taxes Non-cash financing activities: Interest credited to policyholder accounts included in financing activities Treasury stock acquired using payments advanced to purchase shares Non-cash investing activities: Debt assumed on acquisitions and warehoused investments $ See accompanying Notes to Consolidated Financial Statements. 32 of 66 AIG 2007 Form lO-K 135 American International Group, Inc. and Subsidiaries Part I - FINANCIAL INFORMATION ITEM 1. Financial Statements (unaudited) CONSOLIDATED BALANCE SHEET .(~~~_~~~ij!!!!!!~LQ-!!!:~~~H~~0!L ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________ _ June 30, December 31, 2008 2007 Assets: Investments and Financial Services assets: Fixed maturity securities: Bonds available for sale, at fair value (amortized cost: 2008 - $400,052; 2007 $393,170) Bonds held to maturity, at amortized cost (fair value: 2008 - $21,809; 2007 - $22,157) Bond trading securities, at fair value $ 393,316 21,632 $ 397,372 8,801 9,982 21,581 Equity securities: Common stocks available for sale, at fair value (cost: 2008 - $13,490; 2007 - $12,588) 17,306 17,900 Common and preferred stocks trading, at fair value 22,514 21,376 2,496 2,370 34,384 33,727 43,887 41,984 1,205 40,305 35,170 4,197 Preferred stocks available for sale, at fair value (cost: 2008 - $2,596; 2007 - $2,600) Mortgage and other loans receivable, net of allowance (2008 - $99; 2007 - $77) (held for sale: 2008 - $30; 2007 - $377 (amount measured at fair value: 2008 - $745) Financial Services assets: Flight equipment primarily under operating leases, net of accumulated depreciation (2008 - $11,359; 2007 - $10,499) Securities available for sale, at fair value (cost: 2008 - $1,246; 2007 - $40,157) Trading securities, at fair value Spot commodities, at fair value Unrealized gain on swaps, options and forward transactions, at fair value Trade receivables Securities purchased under agreements to resell, at fair value in 2008 90 238 11,548 12,318 2,294 672 16,597 20,950 Finance receivables, net of allowance (2008 - $1,133; 2007 - $878) (held for sale: 2008 - $36; 2007 - $233) 33,311 31,234 Securities lending invested collateral, at fair value (cost: 2008 - $67,758; 2007 - $80,641) 59,530 75,662 Other invested assets (amount measured at fair value: 2008 - $22,099; 2007 - $20,827) 62,029 58,823 Short·term investments (amount measured at fair value: 2008 - $24,167) 69,492 51,351 835,602 842,042 Total Investments and Financial Services assets Cash 2,229 2,284 Investment income due and accrued 6,614 6,587 Premiums and insurance balances receivable, net of allowance (2008 - $596; 2007 - $662) 20,050 18,395 Reinsurance assets, net of allowance (2008 - $502; 2007 - $520) 22,940 23,103 8,211 Current and deferred income taxes Deferred policy acquisition costs Investments in partially owned companies 46,733 43,914 628 654 Real estate and other fixed assets, net of accumulated depreciation (2008 - $5,710; 2007- 5,692 5,518 Separate and variable accounts, at fair value 73,401 78,684 Goodwill 10,661 9,414 Other assets (amount measured at fair value: 2008 - $2,452; 2007 - $4,152) 17,115 17,766 $1,049,876 $1,048,361 $5,446) Total assets See Accompanying Notes to Consolidated Financial Statements. 33 of 66 1 American International Group, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEET (continued) (in millions, except share data) (unaudited) June 30, 2008 December 31, 2007 Liabilities: $ Reserve for losses and loss expenses 88,747 $ 85,500 28,738 27,703 Future policy benefits for life and accident and health insurance contracts 147,232 136,387 Policyholders' contract deposits (amount measured at fair value: 2008 - $4,179; 2007 - $295) 265,411 258,459 13,773 12,599 5,597 6,310 Insurance balances payable 5,569 4,878 Funds held by companies under reinsurance treaties 2,498 Unearned premiums Other policyholders' funds Commissions, expenses and taxes payable Current income taxes payable 2,501 3,823 Financial Services liabilities: Securities sold under agreements to repurchase (amount measured at fair value: 2008$8,338) 9,659 8,331 Trade payables 1,622 6,445 Securities and spot commodities sold but not yet purchased, at fair value 3,189 4,709 Unrealized loss on swaps, options and forward transactions, at fair value 24,232 14,817 Trust deposits and deposits due to banks and other depositors (amount measured at fair value: 2008 - $240) Commercial paper and extendible commercial notes Long·term borrowings (amount measured at fair value: 2008 - $53,839) 6,165 4,903 15,061 13,114 163,577 162,935 Separate and variable accounts 73,401 78,684 Securities lending payable 75,056 81,965 Minority interest 11,149 10,422 Other liabilities (amount measured at fair value: 2008 - $6,861; 2007 - $3,262) 31,012 27,975 971,688 952,460 100 100 Total liabilities Preferred shareholders' equity in subsidiary companies Commitments, Contingencies and Guarantees (See Note 6) Shareholders' equity: Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued 20082,948,038,001; 2007 - 2,751,327,476 7,370 6,878 9,446 2,848 Retained earnings 73,743 89,029 Accumulated other comprehensive income (loss) (3,903) 4,643 Treasury stock, at cost; 2008 - 259,225,244; 2007 - 221,743,421 shares of common stock (8,568) (6,685) Additional paid·in capital Payments advanced to purchase shares (912) Total shareholders' equity Total liabilities, preferred shareholders' equity in subsidiary companies and shareholders' equity See Accompanying Notes to Consolidated Financial Statements. 34 of 66 2 78,088 95,801 $1,049,876 $1,048,361 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (LOSS) f!!!.!!!!!!~~'.'2'?L.?!!!:~[~!.P.~'L~t!?E!.~!,~!§J.f!!!!.~!!!!!!!?!!!"' ............................................................................................................................................................................................. Three Months Ended June 30, 2008 2007 Six Months Ended June 30, 2008 2007 Revenues: Premiums and other considerations $21,735 $19,533 $ 42,407 $39,175 6,728 7,853 11,682 14,977 Net investment income Net realized capital losses (6,081) (12,170) (28) (98) Unrealized market valuation losses on AIGFP super senior credit default swap (5,565) portfolio (14,672) 3,116 3,792 6,717 7,741 19,933 31,150 33,964 61,795 Incurred policy losses and benefits 18,450 16,221 34,332 32,367 Insurance acquisition and other operating expenses 10,239 8,601 19,652 16,928 Total benefits and expenses 28,689 24,822 53,984 49,295 Other income Total revenues Benefits and expenses: Income (loss) before income taxes (benefits) and minority interest (8,756) 6,328 (20,020) 12,500 Income taxes (benefits) (3,357) 1,679 (6,894) 3,405 Income (loss) before minority interest (5,399) 4,649 (13,126) 9,095 42 Minority interest $ $ 4277 $ (2.06) $ (2.06) $ 1.64 $ $ 0.220 Basic 2,605 Diluted 2,605 Net income loss (36) (372) (688) $ 8407 Earnings (loss) per common share: Basic Diluted Dividends declared per common share (5.11) $ 3.22 1.64 $ $ (5.11) $ 3.21 $ 0.200 $ 0.420 $ 0.365 2,602 2,575 2,607 2,613 2,575 2,621 Average shares outstanding: See Accompanying Notes to Consolidated Financial Statements. 35 of 66 3 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS f!!!.!!!!!!~~'.'2'?LCI!.'2?,!.g!!.?.'!L. .................................................................................................................................................................................................................................. Six Months Ended June 30, 2008 2007 Summary: $ 16,589 Net cash provided by (used in) operating activities $ 17,431 (21,963) Net cash provided by (used in) investing activities (40,314) 5,274 Net cash provided by (used in) financing activities 22,947 45 Effect of exchange rate changes on cash (19) (55) Change in cash 45 2,284 Cash at beginning of year period $ Cash at end of year period 2,229 1,590 $ 1,635 Cash flows from operating activities: $(13,162) Net income (loss) $ 8,407 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income (loss): Unrealized market valuation losses on AIGFP super senior credit default swap portfolio Net gains on sales of securities available for sale and other assets 14,672 (494) 857 Foreign exchange transaction (gains) losses Net unrealized (gains) losses on non·AIGFP derivatives and other assets and liabilities Equity in income of partially owned companies and other invested assets 2,086 (151) (732) 639 (123) (2,747) Amortization of deferred policy acquisition costs 7,343 5,911 Depreciation and other amortization 1,799 1,608 Provision for mortgage, other loans and finance receivables Other·than·temporary impairments 578 229 12,416 884 9,748 8,238 Changes in operating assets and liabilities: General and life insurance reserves Premiums and insurance balances receivable and payable - net (1,104) 196 Reinsurance assets (9,160) Capitalization of deferred policy acquisition costs Investment income due and accrued 118 Funds held under reinsurance treaties (25) Other policyholders' funds 851 Income taxes receivable and payable - net (6,960) 52 Commissions, expenses and taxes payable Other assets and liabilities - net Trade receivables and payables - net (941) 434 (7,567) (44) (210) 879 (225) 724 1,809 553 (6,446) (925) Trading securities 930 Spot commodities 148 (2,258) 127 (3,993) 1,317 Securities purchased under agreements to resell 4,353 2,116 Securities sold under agreements to repurchase 1,237 Net unrealized (gain) loss on swaps, options and forward transactions Securities and spot commodities sold but not yet purchased Finance receivables and other loans held for sale - originations and purchases (1,531) (226) 221 (279) (3,957) Sales of finance receivables and other loans - held for sale 492 4,177 Other, net 209 922 29,751 9,024 $ 16,589 $ 17,431 Total adjustments Net cash provided by operating activities See Accompanying Notes to Consolidated Financial Statements. 36 of 66 5 American International Group, Inc. and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (continued) (in millions) (unau(HteeJ) Six Months Ended June 30, 2008 2007 Cash flows from investing activities: Proceeds from (payments for) Sales and maturities of fixed maturity securities available for sale and hybrid investments Sales of equity securities available for sale Proceeds from fixed maturity securities held to maturity Sales of trading securities Sales of flight equipment Sales or distributions of other invested assets Payments received on mortgage and other loans receivable Principal payments received on finance receivables held for investment Purchases of fixed maturity securities available for sale and hybrid investments Purchases of equity securities available for sale Purchases of fixed maturity securities held to maturity Purchases of trading securities Purchases of flight equipment (including progress payments) Purchases of other invested assets Mortgage and other loans receivable issued Finance receivables held for investment - originations and purchases Change in securities lending invested collateral Net additions to real estate, fixed assets, and other assets Net change in short·term investments Net change in non·AIGFP derivative assets and liabilities Net cash provided by (used in) investing activities $ 42,026 4,861 33 14,120 372 8,715 3,457 6,757 (47,114) (5,808) (88) (9,244) (2,950) (11,988) (3,340) (8,778) 6,315 (663) (18,832) 186 $ 64,563 $(21,963) $(40,314) $ 33,322 (27,926) 682 1,930 55,685 (56,645) (6,919) 7,343 11 (1,000) (1,036) $ 28,769 (173) 132 4,275 133 28 6,208 2,270 6,430 (72,348) (5,852) (129) (3,883) (12,171) (5,029) (7,387) (11,772) (466) (4,636) (548) Cash flows from financing activities: Proceeds from (payments for) Policyholders' contract deposits Policyholders' contract withdrawals Change in other deposits Change in commercial paper and extendible commercial notes Long·term borrowings issued Repayments on long·term borrowings Change in securities lending payable Proceeds from common stock issued Issuance of treasury stock Payments advanced to purchase treasury stock Cash dividends paid to shareholders (29,379) (823) 1,768 50,091 (34,937) 12,021 180 (4,000) (859) Acquisition of treasury stock (16) Other, net Net cash provided by (used in) financing activities $ 5,274 $ 22,947 $ $ 3,493 66 $ 3,744 $ 3,524 $ $ $ 3,815 1,912 431 $ 5,932 $ 1,664 $ 153 $ Supplementary disclosure of cash flow information: Cash paid (received) during the period for: Interest Taxes Non-cash financing activities: Interest credited to policyholder accounts included in financing activities Treasury stock acquired using payments advanced to purchase shares Present value of future contract adjustment payments related to issuance of equity units $ Non-cash investing activities: Debt assumed on acquisitions and warehoused investments See Accompanying Notes to Consolidated Financial Statements. 37 of 66 6 354 Table of Contents AMERICAN INTERNATIONAL GROUP, INC. AND SUBSIDIARIES Condensed Financial Information of Registrant Balance Sheet - Parent Company Only Schedule II December 31, (in millions) 2006 2007 Assets: Cash Invested assets Carrying value of subsidiaries and partially owned companies, at equity Premiums and insurance balances receivable - net Other assets Total assets $ 84 14,648 111,714 311 9,103 135,860 $ 76 7,346 109,125 222 3,767 120,536 Liabilities: Insurance balances payable Due to affiliates - net Notes and bonds payable Loans payable AIG MIP matched notes and bonds payable Series AIGFP matched notes and bonds payable Other liabilities Total liabilities 21 1,841 8,917 700 5,468 72 1,840 18,859 43 3,916 20,397 500 14,274 874 55 40,059 Shareholders' equity: Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Treasury stock Total shareholders' eguity Total liabilities and shareholders' eguity 6,878 1,936 89,029 4,643 (6,685) 95,801 $135,860 6,878 2,590 84,996 9,110 (1,897) 101,677 $120,536 See Accompanying Notes to Financial Statements - Parent Company Only. Statement of Income - Parent Company Only Years Ended December 31, (in millions) Agency income (loss) Financial services income Asset management income (loss) Cash dividend income from consolidated subsidiaries Dividend income from partially-owned companies Equity in undistributed net income of consolidated subsidiaries and partially owned companies Other expenses, net Cumulative effect of an accounting change Income before income taxes Income taxes (benefits) Net income 2006 2007 $ 10 69 99 4,685 9 3,121 (2,566) 5,427 (773) $ 6,200 $ 9 531 34 1,689 11 13,308 (1,371) 34 14,245 197 $14,048 2005 $ 3 507 (3) 1,958 127 10,156 (2,203) 10,545 68 $10,477 See Accompanying Notes to Financial Statements - Parent Company Only. AIG 2007 Form lO-K 38 of 66 227 Table of Contents AMERICAN INTERNATIONAL GROUP, INC. AND SUBSIDIARIES Condensed Financial Information of Registrant Continued Statement of Cash Flows - Parent Company Only Schedule II Years Ended December 31, 2007 2006 2005 $ 6,200 $ 14,048 $ 10,477 (in millions) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Noncash revenues, expenses, gains and losses included in income: Equity in undistributed net income of consolidated subsidiaries and partially owned companies Foreign exchange transaction (gains) losses Changes in operating assets and liabilities: Change in premiums and insurance balances receivable and payable Loan receivables held for sale - purchases Sales of loan receivables - held for sale Other, net Total adjustments Net cash provided by (w;ed in) operating activities Cash flows from investing activities: Purchase of investments Sale of investments Change in short-term investments Contributions to subsidiaries and investments in partially owned companies Mortgage and other loan receivables - originations and purchases Payments received on mortgages and other loan receivables Other, net Net cash used in investing activities Cash flows from financing activities: Notes, bonds and loans issued Repayments of notes, bonds and loans Issuance of treasury stock Cash dividends paid to shareholders Payments advanced to purchase shares Acquisition of treasury stock Other, net Net cash (used in) provided by financing activities Change in cash Cash at beginning of year Cash at end of year (9,941) 333 (13,308) 232 (10,156) (44) (404) 40 3,046 (6,970) (770) (423) (1,139) (14,638) (590) (7,640) 3,057 (3,631) (755) (2,026) 498 (240) (10,737) (7,875) 3,402 414 (3,017) (423) 15 (159) (7,643) (117) (1,681) 20,582 (1,253) 217 (1,881) (6,000) (16) (134) 11,515 8 76 84 $ 12,038 (2,417) 163 (1,638) 2,101 (607) 82 (1,421) (20) (7) 8,119 (114) 190 76 $ (176) 21 15 1,518 (8,623) 1,854 (598) (966) $ 173 17 190 NOTES TO FINANCIAL STATEMENTS - PARENT COMPANY ONLY (J) Agency operations conducted in Nnt' York through the North American Division (~fAIU are included in the financial statements (~fthe parent company. (2) Certain prior period amounts have been reclass{fied to conform to the current period presentation. (~f consolidated subsidiaries and partially (Ht'ned companies" in the accompanying Statement (~flncome - Parent Company Only - includes equity in minority-01t'ned insurance operations. (3) "Equity in undistributed net income income 228 (~f the AIG 2007 Fonn lO-K 39 of 66 American International Group, Inc. and Subsidiaries Invested Assets The following tables summarize the composition of AIG's invested assets by segment: (in mif!fons) General Insurance Life Insurance & Retirement Services Financial Services Asset Management Other Total June 30, 2008 Fixed maturity securities: Bonds available for sale, at fair value Bonds held to maturity, at amortized cost $ 72,981 21,346 $297,095 $ 1,370 $21,870 $393,316 $ 1 285 21,632 8,764 37 8,801 4,522 12,018 787 285 22,200 29 Bond trading securities, at fair value Equity securities: Common stocks available for sale, at fair value Common and preferred stocks trading, at fair value Preferred stocks available for sale, at fair value Mortgage and other loans receivable, net of allowance 1,943 543 10 16 26,010 1,038 (21) 17,306 22,514 2,496 7,275 45 34,384 Financial Services assets: Flight equipment primarily under operating leases, net Securities available for sale, at fair value 43,887 1,205 43,887 1,205 Trading securities, at fair value 35,170 35,170 Spot commodities, at fair value 90 90 of accumulated depreciation Unrealized gain on swaps, options and forward (1,172) 12,720 transactions, at fair value Trade receivables 11,548 2,294 2,294 16,597 16,597 Securities purchased under agreements to resell, at fair value 5 33,306 4,951 48,312 141 6,126 12,616 9,967 20,810 32,724 3,670 3,974 17,840 7,125 7,093 15,702 62,029 69,492 128,627 468,482 155,472 61,374 21,647 835,602 499 1,380 979 4,952 476 29 269 255 342 965 28 95 224 1,654 $130,848 $475,378 $156,005 $61,993 $21,875 $846,099 Finance receivables, net of allowance Securities lending invested collateral, at fair value Other invested assets Short·term investments 33,311 59,530 Total Investments and Financial Services assets as shown on the balance sheet Cash Investment income due and accrued Real estate, net of accumulated depreciation Total invested assets * 6 (2) * At June 30, 2008, approximately 63 percent and 37 percent of invested assets were held in domestic and foreign investments, respectively. 40 of 66 105 2,229 6,614 .~J r I'Jl ti ..,·,·d -lj,..c.;::,"';. C(:-::1 OJ' lJf~IB81iz-::-d GFJ~::: tl:it~an:;:.&(! ECilid s, - ';''f8i kihl<:? 'ff:ot (:j' ·3f':"'$~:: Ur:tB~1li,;;~! ~,r'"~:;';~ Un:~:,Ii~·cJ: ~:(~:~,t {~,;,mr;.. Lo.:,s<:?:::, Am ,)rltLed F~it ((1st \'..'(b8 ~~,~f"," .;-.;: LJ.::; ..~/:. '...~! nment 2nd g(l"'..·.cfnn·li:lnt :;.r~o; '''-:..)t':!,:l e.-I'"It.itie::o 0htlg~ti::-'n~j. of ~:>t::1t.':'~. 4,588 $ " mU(II"-:!lX:~1ttl'::S ~~i-~t.l t:-,.:!i1.t.:..'.JI 4~,847 4<t~ 6<;0 45,~S2 12,G:;'~ 3.~;t.);(:. 1.2l'lS 223,g('2 3Ji9:3 1\.2<11 74,917 21!U41l ..____111,6/\t____ MQ ~.llS8~{>11 $ ~.7tl $ 2;a,.7S? c:;.utxli"..:i':::I'_:n~5 N')ll-I~:, '3, g.:'\"'2'~ \~1:.r1)·:II'"~I2 IHno;.nts. ds-bt 1 i" , 743 4518 6.21G \"l(l:r1t~1g~b_~~~·,.r;::.rj. ~1~~-:.&t· ba~.ki:!.j ::'1fJcl __,:"I"n<'l'ol[:<,,;: H.E~ __ 9l'l,9n'.-.Hg.:,,22 . 16.0~; 4.332 ~i1e :$443,GQ{; 19,801 T"t,,: $474,&97 ,,13,Qij4 :g,3Ki $ciI63A-U8 $:::,l).LhJ"(· :lS.1..2;;?, $5F{:·!'.B Hel,it(, ,,',,"mit}"'" $ 21,&32 " .14:; $: 2.1.M19 1 lL"."'.l T(Ji.J.ill:,"~nd~:o E:':ruit·.. s.o:?,:t~mi~s; 322 5, 1.2:;;.1____ :f;.12J:J.? ,':-j,,; ,.7::>3__ fj.54S J~6,~ 1(),.27':i ~,l!'l.1;;L $l:i';24 :l!'.2H:9', $ :1:i 1., l.'.I(i;r cr·~;~J$(.i:>;~: i':"':""l:(,ni:('" r·t ,;:!""<r·r~F)''''' ,i~"'?;lt, ;~"':!""(;?.Iy~""'I',i·:~(:d_ :l:z~'r-,r'[~~J;.;~J ,)tl.( c"I"';'::n<'rd~i;;<~d ;a:r;)a!..::~$_ ..\, I;N<:' ~.'j, '::.1';\">8 /iz..:r:llf.(.~(I:,;tf..:::: rx-k{ hy ;\i(; t}.'.~(. "'',r:,..~ h..!J(';~· .il";~-,:,'~··h;,·t:(I:· t.,·.r.d.! (I." ";('/ ~"JI~)l ;(·Uf~'(~' ~2 ~.(., }~(fr;(,:·: ';'I.d $2-,-.(·' J~~f.I;,'~;) n:~p.<'(;(.;~·,,,;),. }4i';~-t,~t:.· "::':,{l·') The cH:dlt ratings til AIG's iix.-,d m{flmitv securUi.-,s, otb,,! Ihatl those "f AIGFP, w"r6 as 1"11"",,,: n'L5'~':) :H:-(,'"l, 32~~ :t-1~~.J.f:;1 Til .., industry ciltegolles 01 AIG's '$ D.J.~;? [~;?:d D,'('-"~r,'h'.,~.'" ~i, aV'jil,.t11,~ 1(11 Sill" lxupol1l1" d"hl ~eclJ!iti"s, other I.hall Uwse uf ,AIGF:P, wme asloll"ws: .,0. t)'~'G',:'lrlb-21' .~l. 2tlQ8 2"),;.-,' hm~' 30% June <1(1, Derernhr 31. .:;8:\~ :.;h:.;"..:.;il;,;C·;:.;tI... ':~l~\:.;";,;':~;,;·(;:.·.f.i..·t·_ _ _ _ _ _ _ _ _..:;2::;{I::;{1::;8 _ _ _-'~:;;;)~·:.;y:..)-;..' l~ firkif i!~!~1 in.;;.tittltk,rl~; 18 Utjlit1f:o~ JJ 4 613,:1$ 4 __ J~2]2:::;~Q ____________________________________________________.!____________________ .A ':):x::'-fJtn'..~, I !IX:';' y.~ !i','t;{1 C:,pft,,1 U"xls to ~-:J.:~L .........................................................:J..9.9.~5!. ...............1~~.t<~ (:,:'1 ,SUI I ,~r EI"l-)r6.~· 4 8e-ic(l.v WI·;..:-~unE·nt ':»n"tljj1!nk:.:~ti.)I'I:'=:' 5 c,'(1 i(:;;I1 n ·;t.hP.t ..'~..\ f.l;c:n 'Jf ll-:; ,:re,d .AgS. ~;;tJ'H..:'~~~.' r(1 d.i;·:~rsd~,; ~ts iJ';·'-:sr.;.n~:fJr:;" Th" amol'tiz~d {'''~t. gmss were as f(lllows: lHuealiz~d :'\3.(: in·...f:;;'rs lfl \'~ltYJHS tl-'P;:':;, .:d: S\:·Cl:.H·jtj~:s,\ iH(.:bd!n~~ R\1r.~,\ 'l'.~{H:;., {J)ol,)s gains {losS€$) and lair vallie (If Al<rs in""stm~!1t'3 in HMBS. CMaS. CDOs and ,,"as Gle-:,:.; tlnr(-.t.!liL~:-d Aml)r1irc-d b-:'l1:d·~ - :::i','aiIJble f-:'I' sa!.t"~ ,A::I:'.'i. ~.%(:-Iu.jirlg A1GF:P: RMf'S CM8S s.l:t,t:~·t-:}I. «<{ Iu-d!ng /. . lt~FP Fa-if $ 77.1;::,1 ~1{1,1.39 $6,,1l1)!l $ 8",""0'1 :~!:,.S·,)4 225~36 1,~42 1.4,,\1 23fH2. :10.;,44 1.156 11.-:21.2 111.f./'" 2U!03 9.a76 ~,9.:: '[<).447 9!l,977 124,E.1~' 7.253 li{'.,.22~. 1 ~).3i3~·~ ··1.1:11) 1".2'i4 ~111,"7i!t $13.541 ':',I';,FP' !1~Mf .r.nr~,:.jl)· Ar(..f P i, :~ti'~;:;1~!~.:~.;r.~ i..~ J/I{;~S' ~~;·,-/sf")~t':~Jl...: .':; :~,',:ii!d~-.:-; iN ",,;,,'1;"'''''','''''''",.,.1 .it 1:,N·.f:: 3l\ ':?{.'(:.\ t:'J~,',f:: .__ . t',~;.(I£ .E5(1·!\~~:k~;·:~ ,,·;:d {(,'';UkY.;i;:'~:?r': Sr·';~!"i'.'fi,,~~ -:< t!·._~~,i :·.·:,:;(I·.4i,i~- !•.~~,(' fl((. 3 hr!i(",.•:. ;\t; 22."'''''' .~l(') f S~.8 r',~:; r'i.·,{tcd ,(,i;·.~ ,W~·.'· ~',~fl(.~ t'i~!:·u,,:· !"i!i("'.·; !"i.'.{t,:d tIl (.;~:-(..r,~\~",:/ .:')~''}V..~)· t!',:d;·gg. The amortiled cost, @<Y.lstmreaij;r"d gOlil1s (k.s$<"s) i111d f~il ~'alwe (If AI,,'$ im'~stments in RMIlS "e!)Ulitie., oth·er than lhoc,<e!)f .l<IGFP, W~f<: ilS 101101';';: RMB:); t I ,~:. dgen(; i-es Prim..;. n(';-'-3g~nc~/';: ,~It-A ('~th~f· hC·lI'3itlg-t(:..I,=.t,",,:3J~' Sub r_'I·lli 1·1"j $1.I,.H42 11.51& 20.23$ 3,{J96 :l9.9l'l8 $ 181 1;>646 3,$9-6 $1I>.7B4. 1~ . ge& 1(;,40$ l>:i2 2,566 4:2.01 2.J.G74 The attlortized co"t tho~e l~f AlG's eMS!; in>'estllRH1(S, "ther tt.:'11 01 AIGFP, 31 Jtll1<' :30, 200S was ;;1~ .~flKII ti2.E!,~1 C·x:~t ~~ ~.~ 8·~1 1 ",);3 4';)5 OtJ:"lef CMBS lll,estm"nts. other thml ::wns W<iS as y~,,~~~ i, >-l~)!) ,~"'i.:..-nG~' AlG'~ Perc.;.f1t <",f T("t",l ("ti'..:!,:lit j.:, 11::11:, P:~Rc;-:nlj(:/GP'£ (;[~(: The l)efceI1tag" 01 those (If ,ildGFP. b" Y"<il of vintilg<' at June 30. f(·IIi>ws: fullows: .I. Tnlal Th~ f)(:ff;€ntage of AIG's ~;MBS iUIf!:stmf:nts. {)tner thftll those .)f AIGfP, <it .lime SO, 200S by credit mting W<ili <is 11)1)8 2r)C!f; 1'" 24 14 LPnS .1S 2':";4 .15 2(H)"i ___ ~~~~~_?J2~LG~j~2r __________________________________________________________________~~ T"I»IW';)'1, I"Uows: f"'rt".g: A.I\!,,, .A.u. 12 .A Ttle 1)<,<1·1;;ellta.jf}~ ti!,y,;<:'! {lj AIGFP, (Of ,I\l ~'s eM BS i!l¥eHlllenls, {"thef 1!J<If~ regk'i! i:lt Jml" :3(1, 2(100 \'i;;l~ t)~, g.e,~gwphf<,; ;}$ i'til~ml<'s;; The ;;qmnrtl""d (;<,,,,t ;of AIG',s. Ctl!) HH~"tf ~m'il's.tm~!t", tlth~~ th;~~! <If .::\.lGFP, !lY ,;<)Uate1lii! tJ''Pt' .~t .Jt.m",M\ 20tHl wa~ .tl; f<Ai\m~;; C<{<ij=&I:l~~~l() :i'¥gl:t>n: P,l1wrtlZ:M tj~W\t<ll', 17% 15 <;,.111<:<1'111,;] T.:;""s C(~st !)(;t3m:{1~,~!rrjl": Bank 1()C"n~, (CL<); Sinttl'itl c IIw;;;,trn"n t gra:!<;. FI')11;:,,:' '(1(,,11'11":' $2,106 1,2'~'3 lS Cfnl~( 1I1:rlols PNG(HIt 1)( l(A,;,1 1 Bu l'Pl111l0 ;"'3'3 Nt2·~~· J8r~~~£.!')" P'2!l11~:4.;ml';' 6"':<;'€.1. n!<J t:.-'.iSSaCI'lU5&tte:. AI! C:t11@r th[~!l alll{)fi:i.d oC<}:1>t Of in;: A,iG',> COO t~w·(:"tll'l;:f!t$, t)th"f th<>:% ;>f iU{~!'P< bJ t:t"dtt mtillg. ,11 J!me 3H., 2f)()S was ~'l~ f~~U~w:~.; Atjtm,,; :>1:', 20{i8, Ale hdd $23 bHlk'il in ,:,'(;( b~sb ,:,f C\-!.g::", A.ppro..Kil11.1k.ly ,~) per::".Il.t <,I' jl,Kh l1'AJ.inf~~ Wt'f(. l';:"u{'d f!..1~H~~ arpn):-;:im..}[.;;;ly "! ~~, p~K~IH ~-I,··S·E' rat1d PtA ')1" ,.,1;,.. ;met :lPt"'{'SIIT>;lkl',' 2 {,n<enr W"l'~ .I11f}e 3(i,ll108, all ';Uc:il \,(':Ul'jfi('~ >:,f Pl'lnc.ip'11 em,j :,IlU.I"'''t, T'h':T'~ nt"d !'Wf. ('I' j'·d<rW . At cw:r'!;I1, in till:' papMnt We'f', SSEl B;;;lt'w 111'''G~ tm@t ~r,a·:I;;; ,1Ild ",q~II!I; hel">:' b':<ci:1 dl"rIJIXlo.lli> in tlw ,:r.>miTWld:J.l. m,mWlg(' n,e ,;;>miY,~iti<>I! ,jf th~ "2',.l;Il~t~~", !1;Il<lillg !f>If(:st1;ll pr:: (f:;(fi{;:(dj ,;(~i,)t",;;1 A!H.)rtlZel1 Psrr;srrt (:lx)"l fJrll)t,<1 2,08:::'31'3 Sol S 1 $4.12(~ hy t:f,,<ltt I"'~!tg {It JtID(: an, 1(WB ·"",,~,,~f<lII(Ows~ .~~.4 GOtlKlrate ·j~t·t ~.;:.. .t. ElSB if'Jc)t StllJl't, R.:Jt;o;J1 T{!lnn Totdl $12.fl(a5 36,16(' M0rtg:ag8-Ll-.'iC 1'2<j, ';'Bs.8Hla; :<'2'j and Gtllla!Hilll:80d .;;nci st'I':I!iAGrm Irr;~3trnf:mS (:;s8i~ 10,.:145 THai $~,9,~,3() 42 of 66 The tllnortil.ed f;O<;;( 01 tUG', RMSS illve,tlTl€'llts, other thml those 01 AIGFP, ,It June .30. :WOS by yem f)f vint.lgp. ,'lIld u€'dit mling werfl as fnllows: Yeai' Gf ~!~(!t'~~B' Prif~: ;!<;O4 ~~'(j\)5 2()(j6 21,)f) i 2D02- TGt.~<1 B.9~36 $0,(;'>7 $1:<-149 :~.3/:'11 ~~4~;: 1,S:~~~ $2':1. C;<"1 1.041) 1'l~,A~~: LC'·~.() 221 193 265 273 1",~, .3'''''·~, ~~7.8 9?'f..) HI3 ::J,:34 S," $Gi,LU f.4D7 LF,4 2,7 .j:~) $10.337 $7:204 '!;1 f,,·:;:;l :V':~,644 ti ( ,8~j2 on,IR:? $77,S~i ,t $ 4:;12 $ 7 .(/jG $ 3m ';. 9 :1,8- ";;;ling: T"j"lHMSS '$ 1.250 '~; AfI,ArlMBS -r"f.;a 241 AA. f..A(:.. ;,r:~rjU ~ 164 T? ~1t g{j 1", 2:- ~~g ,t 1.03G $1(;1';2 $ 4.1'1'0 $ ,;:: ~ ;,::?: $ 129 42'i 44")':: tn2 .~;';~8 {;!j 77 8mL,nd to""!>",, T"!3J SlJbj)lhrl~ Eli~ __ 1 ,t bG'~' $ ;t)j:j ~ f~.2~!lO :j; 2:30 4;, 123 13 $ ? ~. T~~{} '7.7f,O 78F> L'i" 65---475 j; '\14b 4(n4 f~.r-J12 :j; $ 3.;)84 $; $ fIG liB 'jt1"1 $ 4.l-;!::O :ktE~.f..~;3 .l.B',,(i 43:3 ______ 9~)4 $ Equity PICC - strategic shareholding Taiwan Semiconductor - Taiwan Chunghwa Telecom - Taiwan T&D Holdings (merged Taiyo and Daiwa) Pru Class B (part of demutualization process) PTT PCL - Thailand CP All - Thailand (private equity portfolio) Nippon Building Fund - Japan REIT Mediatek - Taiwan Hon Hai Precision Industry - Taiwan (Mlns) Exposure 546 257 257 163 157 134 127 115 106 101 Credit TAIWAN, REPUBLIC OF JAPAN, GOVERNMENT OF THAILAND, KINGDOM OF CITIGROUP INC GENERAL ELECTRIC CO HSBC HOLDINGS PLC JP MORGAN CHASE & CO BANK OF AMERICA CORP SINGAPORE, REPUBLIC OF WACHOVIA CORP KOREA, REPUBLIC OF AT&T INC GOLDMAN SACHS GROUP INC MORGAN STANLEY ROYAL BANK OF SCOTLAND GROUP PLC (Bins) Exposure 15,973.3 10,231.8 6,132.3 4,172.9 3,860.0 3,796.2 3,711.3 3,709.2 2,976.8 2,903.6 2,767.1 2,614.4 2,608.4 2,500.1 2,418.8 43 of 66 'H9.P8!' Valuation date: December 31, 2007 Group Name: Summary MBS/CDO/FG Holdings Holdings ($ millions) CMBS Market Value Amortized Cost Investme Investme nt % Total nt % of Invest. Equity 25% 3% Prime - Non Agency 1st lien RMBS Prime - Non Agency 2nd lien RMBS Alt A RMBS (1 st or 2nd lien) Subprime 1st lien RMBS Subprime 2nd lien RMBS HELOC RMBS Home equity/Closed end 2nd lien RMBS 3% 0% 4% 3% 0% 0% 0% 22% 1% 28% 25% 0% 2% 0% COO with subprime/Alt A exposures COOA2 with subprime/Alt A exposures 0% 0% 0% 0% Financial Guarantor direct exposure' Financial Guarantor wrapped investments" 0% 6% 0% 44% Total cash and investments§@@,@4.Q§i:}i:},j?S.q Shareholders' equity~$A~()t()~$A~()t() • Represents amortized cost and fair value relatedtci$58MMiiibciiidsarid$136MM notional of COS exposure . •• We recognize that this exposure may already be included in the lines above. but request you to identify it separately here 44 of 66 lJm'Z<.4i:n"d M:arh::t '¥':illuatj,:-n l~)~ {(-;,~inj F,",~ir 'ik"lw~ Thre~ Si;~: hkmth$; Mmltt)S End;;,.:j End."d t-'!Aimk"t! JUfl83i), :2{~(~g~~:·; . Arnount. JW1830, 2i)(®~) R~~MI®:)['i C:af~t:al{~l '~:'oq:~:~'atffl ban~ Plim~ 18tidEntiai :H.72.,71.7 L31,Hl 1£:19 rnc,!t£;:t'!i.-i!lS ~)thiE t:J,,·J 125 125 Arbib;';lE.~~, , Mu!l:k~$(k;f CDi}'l;;;' .24,,785 (:ffY:18~€o d~!:>1/CLC~ 906 1.71 ;~;;':"I,l~~-i~{ tf·{~.~.!H;C~·~~)~~J i~:·~~~J~ t; :-:.:.~.."&r·,;:.:~f?~r).i:i~ ~~f;C:~O~f:-:; t ~Jl :~e~~:e-~?;~~:..:+:~ed: ~'~~::- ~-=:xp~-=:~.."':~t:."{i ;~(··,;h~~:: io i:t .t~~~~ :$.t. t; £>l.'~!'~;:~.=i:$:~ ;:.-~:~}ti- 1?~<.~:~ i~·~·'t'2.§!:~f t~1·l.i:;.}t~·'lt~d ~<-r§.,)7W.l:'~fi~~r;~< L~:~~:~i~~~:l 'f.?=:l,"..;;=:/ " t.~-:.:.;;.~ ":'::0»·t..-:;'i'x~~)-'.t~~f:;rty. $t;~~iioy f>~: i,....~-;:?"·t,,:~~;.~~ i~~:tg·~i~~i}D~;r}· C-:il?i:t.;~::~ 'l-":.:.::{i.;;~l ff.;'$ri·~-;:'Z. fg} .f~;:i.~c ;'··)):~\~f~:'i.~ :;;:(:?!f~~;"~,(:.!"f:t.iS ~-;r?: $.tl-:;;"c~~:~;,: ,J~,,;?~(>:n;~ th);.;. x~fl~"'x--:t:;. 45 of 66 o{ -;''5'::'~:i:;o;::f~-:-~ort:·~~:t·f.y t::x~{.J/.~~f! Commercial Paper - Funding Liquidity for AIG, ILFC & AGF • Summary of commercial paper programs versus the backstop facilities for each entity Commercial Paper Outstanding vs. Backstop Coverage As of 7/25/08 $25,000 • If AIG were unable to issue commercial paper due to a severe disruption in the CP market, or to AIG-specific issues, the commercial paper issuing entities could draw down $20.2 billion under existing, committed backstop facilities. This compares against a total of $15.0 billion in CP currently outstanding for these issuers with $5.2 billion still available. • This cash could then be used to meet all liquidity needs, including repayment of maturing CP, payment of all principal and interest on debt when due, payment of quarterly shareholder dividends ($1.95 billion through 15t quarter of 2009). $20,233 $20,000 ~ t---i $15,000 I or "" $10,000 ~ (J) - $5,000 o ( J) (J) $0 I ';';';';';';';';';';';';';';';';':1 :.;.;.;.;.;.;.;.;.;.;.;.;.;.;.;.;.j CP Outstanding Backstop Facilities Projected Combined Liquidity Position - AIG, ILFC & AGF As of 7/28'08 $18,000 $15,000 lo--'\ $12,0001 ...... " o r, ~ l--------------------====::~'~~~~~--~~~~====::~--==~~~:: :E $9,000 I '£,000 tl-------------------------'== $3,000 1- - - - - - - - - - - - - - - - - - - - - - - - - - - - - ,6 This projection does not include any unusual events, such as extraordinary dividends or other cash calls 'o~I~~~~~~~~~~~~~~~~~~~~~~~~ ~~##~* ~#~$$~#~~~$$~ ~ a AIG Financial Products • Liquidity Position for FP under Stress Scenarios 1 & 2 AlGFP Liquidity Projection Scenarios $10,000 FP 1 $0 ~ - ¥' ~ " """"\ -...J o ($8,719) ( J) (J) ($10,000) ~ \~ :!: :!: I: ~u""" '+:')('1.,)(1(1\ ( "l,l! ... , ''/'''/ ! 1 - - - - - - - - - - -~ ~ ($28,729) ($:~(),OGG) ~ (MO,OOO) .. ~ 11---,----,,-----r--,----,---,---,-----r--,----,---,-~,--~-_=,--:_r-_:~-:T ~~ '0 "co ~ ~" qj OJ\,,0 ~ ~ ~~ ,,~ ~ ,,~ \"~ ,," ,,"& co "rV "rV'lI' "f:> "\,,OJ rV'l; \,,10 'l) ",'\1; J ,,10 n} !?~ n} 1 AIG Combined Views AIG developed two stress scenarios in order to test the Company's ability to meet its near term obligations and maintain solvency and confidence. Combined Liquidity Projection· Scenario 1 $40,000 Scenario 1 ~ 00 o Key Assumptions • Utilization of liquidity through CP or backstop facilities, MIP assets and the remaining proceeds from capital raise • A significant deterioration in FP's liquidity position from inability to roll its maturing liabilities or repos • Offset by monetization of unencumbered assets, portfolio trades, and various other transactions providing liquidity at FP $30,000 $20,000 "~ $6,002 $10,000 $0 {$~O,OOQ) {$20,OOQ) ~~~~#~~~~~~~~~~~~# ( J) (J) Scenario 1 results through 1Q'09 projects a cash position of $6.0 bill. Scenario 2 Key Assumptions • • • • All assumptions from Scenario 1 are incorporated FP experiences additional margin calls resulting from severe adverse market developments Additional collateral calls due to a one notch downgrade by Moody's and S&P Additional liquidity withdrawals from FP clients due to credit concerns Combined Liquidity Projection· Scenario 2 $40,000 T-$30,000 +I----------------------c I : ! "0,_ I '~" : -- \ ~ (S,10,(:'O(:') I -1 ! ~~\~~~,- ($14,008). ($20,QC;Q) +-1~~~~~~~~~~~-,---T ~~~~#~~~~~,~~~~~~# Scenario 2 results through 1Q'09 projects a cash deficit of ($14.0) bill. 2 Explanation of Differences in Key Assumptions between Mayand July Analyses Stress Scenario 1 May Categor~ Opening Cash balance Maturing debt Other scheduled cashflows Nightingale Collateral/margin calls Gold leases Curzon CP Monetization of assets MTN and EMTN Repo Rollover issues 2a7 liquidity puts Portfolio trades Private Equity Difference 7,660,000 1,681,000 (5,979,000) (10,902,708) (940,573) (4,183,281 ) (7,993,920) 4,038,642 (2,274,278) 2,908,788 4,979,215 1,909,003 (523,850) (2,500,000) (394,500) (1,514,649) 17,000,000 (392,660) (699,583) (857,966) 156,000 (10,000,000) (100,686) 6,500,000 (265,960) (1,647,018) (680,756) (250,000) Closing balance A July 6,089,511 (8,718,698) 523,850 (7,500,000) A 394,500 1,413,963 B (10,500,000) C 126,700 (947,435) 177,210 (156,000) (250,000) (14,808,209) In the July analysis, AIG employed a significantly more severe assumption for the potential future collateral calls related to AIGFP's super senior credit derivatives as compared to the assumptions used in the May analysis. For the May analysis, AIG has assumed an additional $2.5 billion in collateral calls, based on the premise of markets remaining stable. Since then, AIG FP had posted an additional $6 billion, bringing the total posting to $16 billion. In the July analysis, AIG is assuming an additional $10 billion on top of the $16 billion already posted. In order for AIG to post an additional $10 billion, the valuations of the super senior COO securities would have to further deteriorate by an amount in excess of the $10 billion. As the majority of the mark to market losses recognized and collateral postings to date relate to the portion of the portfolio that includes some exposure to sub-prime, a further $13 billion deterioration of the value of these positions would equate to a drop in price by 17 points (ignoring amortization). If reduced by 17 points, then the average price for AIGFP's hi-grade COOs will be 51 and the average price for the mezzanine COOs would be 42. AIGFP's Super Senior COO Portfolio Containing Sub-prime RMBS Notional ($ billion) Hi-grade Mezzanine $ $ $ 41.956 15.842 57.798 AIG June Avg Price 67.81% 58.82% AIG June Avg Prices Adjusted by 17 50.81% 41.82% B The May analysis assumed that $1.5 billion in short-term debt issued by Curzon will not roll. AIG revised this assumption in the July analysis as only $100 million is currently rolling overnight. C The July analysis only considers unencumbered assets at AIGFP. It does not consider unencumberred assets at Banque AIG or assets held by AIG Inc on behalf of AIGFP. Total amount of additional unencumbered assets available to AIGFP to monetize that are not reflected above are approximatey $7.5 billion. While not considered in this analysis, these are assets available to AIG to monetize. 49 of 66 Explanation of Differences in Key Assumptions between May and July Analyses Stress Scenario 2 Category May July Difference 7,660,000 1,681,000 (5,979,000) Maturing debt Other scheduled cashflows (10,902,708) (940,573) (4,183,281) (7,993,920) 4,038,642 (2,274,278) 2,908,788 4,979,215 1,909,003 Nightingale Collateral! margin calls Gold leases Curzon CP Monetization of assets Commodity call Ratings downgrade Liquidity withdrawals MTN and EMTN Repo Rollover issues 2a7 liquidity puts Portfolio trades Private Equity (523,850) (11,500,000) (394,500) (6,392,216) 21,500,000 (817,197) (8,698,898) (1,400,000) (392,660) (699,583) (857,966) 156,000 Closing balance {14,204,151) Opening Cash balance (250,000) 523,850 (1,500,000) 394,500 819,807 (10,000,000) 67,197 (4,717,609) (971,958) 126,700 (947,435) 177,210 (156,000) (250,000) {28,728,886) {14,524,735) (13,000,000) (5,572,409) 11,500,000 (750,000) (13,416,507) (2,371,958) (265,960) (1,647,018) (680,756) A B C D D A In the July analysis, AIG employed a significantly more severe assumption for the potential future collateral calls related to AIGFP's super senior credit derivatives as compared to the assumptions used in the May analysis. For the May analysis, AIG has assumed an additional $11.5 billion in collateral calls. Since then, AIG FP had posted an additional $6 billion, bringing the total posting to $16 billion. In the July analysis, AIG is assuming an additional $13 billion on top of the $16 billion already posted. In order for AIG to post an additional $13 billion, the valuations of the super senior COO securities would have to further deteriorate by an amount in excess of the $13 billion. As the majority of the mark to market losses recognized and collateral postings to date relate to the portion of the portfolio that includes some exposure to sub-prime, a further $13 billion deterioration of the value of these positions would equate to a drop in price by 22 points (ignoring amortization). If reduced by 22 points, then the average price for AIGFP's hi-grade COOs will be 46 and the average price for the mezzanine COOs would be 37. AIGFP's Super Senior CDO Portfolio Containing Sub-prime RMBS Notional ($ billion) Hi-grade Mezzanine $ $ $ 41.956 15.842 57.798 AIG June Avg Price 67.81% 58.82% AIG June Avg Prices Adjusted by 22 45.81% 36.82% B The July analysis only considers unencumbered assets at AIGFP. It does not consider unencumberred assets at 8anque AIG or assets held by AIG Inc on behalf of AIGFP. Total amount of additional unencumbered assets available to AIGFP to monetize that are not reflected above are approximatey $7.5 billion. While not considered in this analysis, these are assets available to AIG to monetize. C A two-notch downgrade from Aa2 by Moody's only was assumed in the May analysis, while a one-notch downgrade from Aa3 by both Moody's and S&P is assumed in the July analysis. A split rating between Moody's and S&P reduces the liquidity demands by approximately $3 billion. D More severe assumptions were assumed for the contagion effect of a rating downgrade on AIGFP's outstanding business from counterparties electing to terminate trades with AIGFP. 50 of 66 ...tJ) ~ " 0 0 :E 0 ~ "t"'" t: (l) 0 111- ~ m s:: ~ Q) tn Q) L- a. 51 of 66 ro 0 0 N "" ~ L.. ..c E OJ ~ c.. Q) en trategic ~ eVle General Insurance - Core Operations II liS imess II mil Commercial Insurance " u.s. P&C market leader .. Maintain historical underwriting discipline & creativity .. Maintain focus on underwriting profit .. Strong, experienced and stable management team Hartford Steam Boiler 01 I\J o ( J) (J) United Guaranty .. Leading worldwide provider of equipment breakdown & engineered lines " Results generally not correlated with broader P&C cycle or property CAT losses .. Excellent retu rns .. Maintain commitment to domestic 1st lien and select international markets .. Current domestic 1st lien risk in-force value of $28.2 bn; new business highly profitable " Put 2 nd lien business behind us .. May consider sidecar and other potential reinsurance solutions to cede risk and leverage third-party capital Foreign Genera! .. Unparalleled global franchise - leading global A&H provider .. Geographically diverse operations in more than 80 countries .. Excellent returns trategic ~ eVle Life & Retirement Services - Core Operations Business Bmil Foreign Life & Retirement Services 01 W o ( J) (J) Domestic Life, ex AGLA " Leading market position - #1 market share in Hong Kong, Singapore, Thailand, China (foreign insurers) .. AUCO ranks in the top five for new premiums in over 20 markets .. Competitive advantage through local market expertise and diversified distribution - agents, bancassurance, direct marketing, brokers, iFA, worksite " Significant growth potential in attractive markets , ................................................................................................................................................................................, " Leading market position and strong brand - #1 in life insurance issued (face amount), term life sales and structured settlements .. Diversified product portfolio .. Relatively stable earnings profile .. Expansive multi-channel distribution Domestic Retirement Services .. Leading market positions - #1 in fixed annuities and primary education; #3 in healthcare and higher education market " Competitive advantage through strong brand positioning .. Opportunities for product and distribution expansion to meet growing demand trategic ~ eVle Financial Services and Asset Management - Core Operations Business IImil International Lease Finance Corporation " #1 aircraft operating lessor in the world .. World class management team .. Strong expected cash flow generation " Largest single customer of both Boeing and Airbus .........................................................................................................................., ~merican - General Finance o ( J) (J) .. 2 nd largest branch network in U.S. targeting middle America " Seasoned management .. Superior credit performance .. Near term focus on expense management and slower growth Commercial Equipment Finance .. Strong franchise established with diversified equipment finance portfolio worth $1.9 bn .. Near term focus on expense management and slower growth .. May consider portfolio sales at attractive prices Asset Management (3 rd Party) .. Complementary to insurance business .. Global footprint .. Continue to improve scale and servicing platform trategic ~ eVle The following areas are under consideration for potential actions: waIIels IDllDlealial 1Ils.liDa IISI Eleaelills 88 Streamlines portfolio 88 Enhances returns Insurance ~ Transatlantic Holdings Domestic Personal Lines ~ AGLA 88 ~ Reduces earnings volatility 01 - ~88 Deploys capital more effectively ( J) (J) 88 Sharpens management focus Rmlealial 88 88 Non~lnsurance 1118.1111 ~ AIG Commodities Index 88 FX Prime Brokerage ~ 9.90/0 of equity2 - $9.5 bn 88 ~ Domestic Employee Benefits Solutions and Association Benefits Solutions 1.8% of net earnings - $301 mm Other UGC 2 nd Lien Portfolio Financial Products Securities Lending 88 88 Notes: 1. Based upon 2007 results 2. PLD equity does not exclude PCG, UGC 2 lien equity approximated by using statutory surplus of $175 mm as reported by UGC management. Domestic Employee Benefits Solutions and Association Benefits Solutions' equity approximated as oercentaae of 11 (1 Foreign Consumer Finance Business AI Imperial Credit 88 inancial roducts Select operating units will be realigned within AIG or maintained. Others will be sold or runmooff A~G 01 (J) o ··ii. Transfer f Change Reporting FP Runmoff businesses Sell~off Maintain businesses ( J) (J) t ........................................................................................................ jj ~ FX Prime .~ :.........i3..r.t:I.~~.r.~9.~........: 11115. is DBIBIB illella lalai Di DIlle. siall 1810 ileilDI aD aliI eEllllIII -aB Independent ash Flo nalysis The BlackRock analysis enables AIG to better estimate the cash flow profile associated with running off AIGFP's multisector CDO portfolio ~ 109 COS written on super senior COO of ABS securities with notional exposure of $77 bn :;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;:;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; ~ Estimate projected cash flow needs to run-off the portfolio (excluding collateral posting requirements) ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; ~ 01 -...J o ( J) (J) Bottom up loan level cash flow analysis incorporating unique features of the collateral and COO waterfall structures building up to the CDS cash flows and subsequent recoveries ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; ~ ~ BlackRock's assumptions were used in this analysis HPA Base Case: 36% decline in house prices nationwide; 60 % in CA ~ Moody's Base Case: 22-280/0 decline ;:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ~ Fair value as of June 30 th : ($24.8 bn) AIG's estimate of expected losses: ($5-8.5 bn) ~ BlackRock's estimate of net cash requirements: $5.6 bn (undiscounted ignoring collateral posted to date) ~ Collateral posted to date $19.2 bn QR j 9/9/08 DRAFT Proprietary and Confidential ~ for A~G ~nternal Use Only Total = ($7.3) Bn Discounted cash flows for period: {$ 11.0) Sn $4/} Bn ~ Pedod 1 ~ Next Hve years Quarterly Cash Flows $ Billions 2.50 2.25 ::~: nr: Pedod 1: FoHowfrlg twenty years Cumulative ~ ~ ';!. ';!. " " '" '" :': :': " " N N ;j ~ ::l ::l ~ ~ ~ ~ ~ ~ ::, ::, :'l :'l g; g; g g ;;; ;;; ~ ~ ::i ::i ;; ;; :<: :<: '" '" ::; ::; :0; :0; Cash Flows ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ S Billions _ _ _ _ _ _ _ _ _ _ _ ;! ;! lIIIIIIIIIIIIII Projected quarterly cash flows, discounted at LlBOR (left axis) 2.00 01 00 0 1.75 Projected quarterly cash flows, non-discounted (left axis) 1.50 Cumulative cash flows, discounted at LlBOR (right axis) 1.25 1.00 ( J) (J) '. t :.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:':':':':':':':':':':':':':':':':':':':':':':':':':::::'. Cumulative cash flows, non-discounted (right axis) 0.75 + 22 20 18 16 14 12 10 8 6 0.50 4 0.25 2 (2) (4) (0.25) (0.50) (6) (8) (0.75) (1.00) (10) (12) (1.25) (14) (16) (1.50) (1.75) (18) (2.00) (2.25) (20) (22) (2.50) (24) (2.75) (26) (3.00) (28) 'Projected cash flows do not reflect any market value-based adjustments or collateral posting provisions that are part of many of AIG's credit default swaps on the super seniors "Analysis assumes that all 2a7 liquidity puts that may be exercised prior to July 31, 2008 are exercised in Period 1, and that all liquidity puts that may be exercised after July 31, 2008 are exercised in the first period in which such puts become active. '''Non-discounted cash flow totals equal ($13.7) Bn for Period 1, $9.1 Bn for Period 2, and ($1.0) Bn for Period 3, totaling ($5.6) Bn for all periods. 31 1 l~ BLACKRoCK SOL UTI 0 N S~:: inancial roducts: isk itigation Strategies AIG, aided by the BlackRock analysis, is actively pursuing opportunities to reduce exposure to the portfolio, to minimize earnings volatilitv and to meet liquidity requirements is> Sale or hedges of certain positions that present significant downside risk or are unlikely to recover in value • Obtain a hedge against a tranche of the portfolio 01 <.0 o ( J) (J) • Conversion of certain CDS positions into repo or structured lending transactions to provide increased flexibility for risk disposal Swapping of reference obligations is> is> Renegotiation of CSA provisions • Entering into financing arrangements ecurities Lending AIG, aided by BlackRock, is developing a plan for the orderly reduction and run ..off of the Securities lending portfolio .. Shrinking the net outstanding balances of $69.0 bn; $2.7 bn reduction between 3/31/08 and 6/30/08; $6.5 bn since 6/30/08 .. BlackRock analysis projects a $5.7 bn principal loss over the remaining duration of the aggregate portfolio (there are $26 bn of RMBS securities in other AIG portfolios with projected losses of $3.4 bn) .. BlackRock projected losses are approximately 81 % of OTTI-to-date and 39% of OTTI and unrealized to date 1 " Opportunity to selectively sell bonds without further deterioration to AIG's earnings and 1 or equity Sialulorlj Entities .. BlackRock analysis provides potential to mitigate additional OTTI resulting from market dislocation affecting pricing .. FHLB loans: Texas $6-8 bn, expected availability 9/30/08 " Current cash in Securities Lending pool of $9.4 bn; cash in General Account pool participants of $15.3 bn; totaling $27.7 bn or 36% of total Securities Lending liabilities 2 .. Government, agency pass throughs and high grade corporates available for repo totaling approximately $25 bn .. Potential capital contribution from Parent to maintain 350% RBC: $3-$8 bn through the end of 2008 " Already contributed $3.9 bn of capi