<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
FOR QUARTER ENDED SEPTEMBER 30, 1997 COMMISSION FILE NUMBER 1-8787
---------------------
AMERICAN INTERNATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 13-2592361
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
70 PINE STREET, NEW YORK, NEW YORK 10270
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 770-7000
NONE
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT.
</TABLE>
---------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [ X ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 1997 701,493,275.
================================================================================
<PAGE> 2
AMERICAN INTERNATIONAL GROUP, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
1996
SEPTEMBER ------------
30,
1997
------------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Investments and cash:
Fixed maturities:
Bonds held to maturity, at amortized cost (market value:
1997 -- $13,368,529; 1996 -- $12,865,357)............. $ 12,641,522 $ 12,258,978
Bonds available for sale, at market value (amortized
cost: 1997 -- $36,721,927; 1996 -- $34,243,127)....... 38,063,454 35,524,932
Bonds trading securities, at market value (cost:
1997 -- $615,154; 1996 -- $357,023)................... 628,485 364,069
Preferred stocks, at amortized cost (market value:
1997 -- $528,962; 1996 -- $591,091)................... 239,663 477,247
Equity securities:
Common stocks (cost: 1997 -- $4,943,910;
1996 -- $4,993,799)................................... 5,995,445 5,989,572
Non-redeemable preferred stocks (cost: 1997 -- $108,502;
1996 -- $64,705)...................................... 122,905 76,068
Mortgage loans on real estate, policy and collateral
loans -- net............................................. 8,197,559 7,876,820
Financial services assets:
Flight equipment primarily under operating leases, net of
accumulated depreciation (1997 -- $1,774,072;
1996 -- $1,465,031)................................... 15,199,781 13,808,660
Securities available for sale, at market value (cost:
1997 -- $7,734,250; 1996 -- $9,775,705)............... 7,742,935 9,785,909
Trading securities, at market value...................... 2,339,416 2,357,812
Spot commodities, at market value........................ 471,153 204,705
Unrealized gain on interest rate and currency swaps,
options and forward transactions...................... 7,853,575 6,906,012
Trading assets........................................... 6,044,710 3,793,433
Securities purchased under agreements to resell,
at contract value..................................... 2,065,397 1,642,591
Other invested assets...................................... 3,462,480 2,915,302
Short-term investments, at cost which approximates market
value.................................................... 2,170,374 2,008,123
Cash....................................................... 173,223 58,740
------------ ------------
Total investments and cash.......................... 113,412,077 106,048,973
Investment income due and accrued............................. 1,364,566 1,198,348
Premiums and insurance balances receivable -- net............. 10,429,017 9,617,061
Reinsurance assets............................................ 17,311,131 16,526,566
Deferred policy acquisition costs............................. 6,734,219 6,471,357
Investments in partially-owned companies...................... 1,074,477 951,352
Real estate and other fixed assets, net of accumulated
depreciation (1997 -- $1,495,947; 1996 -- $1,390,225)...... 2,257,241 2,122,762
Separate and variable accounts................................ 3,789,414 3,271,716
Other assets.................................................. 2,239,943 2,222,867
------------ ------------
Total assets........................................ $158,612,085 $148,431,002
============ ============
</TABLE>
See Accompanying Notes to Financial Statements.
1
<PAGE> 3
AMERICAN INTERNATIONAL GROUP, INC.
CONSOLIDATED BALANCE SHEET -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
1996
SEPTEMBER ------------
30,
1997
------------
(UNAUDITED)
<S> <C> <C>
LIABILITIES:
Reserve for losses and loss expenses.......................... $ 34,467,122 $ 33,429,807
Reserve for unearned premiums................................. 8,717,407 7,598,928
Future policy benefits for life and accident and health
insurance contracts........................................ 25,253,226 24,002,860
Policyholders' contract deposits.............................. 10,430,772 9,803,409
Other policyholders' funds.................................... 2,275,828 2,219,907
Reserve for commissions, expenses and taxes................... 1,874,946 1,511,122
Insurance balances payable.................................... 2,223,470 1,832,649
Funds held by companies under reinsurance treaties............ 338,513 383,306
Income taxes payable:
Current.................................................... 638,850 201,978
Deferred................................................... 691,248 586,703
Financial services liabilities:
Borrowings under obligations of guaranteed investment
agreements............................................... 7,279,120 5,723,228
Securities sold under agreements to repurchase, at contract
value.................................................... 607,658 3,039,423
Trading liabilities........................................ 4,887,581 3,313,508
Securities and spot commodities sold but not yet purchased,
at market value.......................................... 4,001,156 1,568,542
Unrealized loss on interest rate and currency swaps,
options and forward transactions......................... 5,146,522 5,414,433
Deposits due to banks and other depositors................. 1,169,507 1,206,374
Commercial paper........................................... 2,789,568 2,739,388
Notes, bonds and loans payable............................. 12,113,038 12,312,805
Commercial paper.............................................. 1,113,111 1,758,588
Notes, bonds, loans and mortgages payable..................... 1,239,389 986,505
Separate and variable accounts................................ 3,789,414 3,271,716
Other liabilities............................................. 3,297,679 3,081,599
------------ ------------
Total liabilities................................... 134,345,125 125,986,778
------------ ------------
Preferred shareholders' equity in subsidiary company.......... 400,000 400,000
CAPITAL FUNDS:
Common stock, $2.50 par value: 1,000,000,000 shares
authorized; shares issued 1997 -- 759,121,505;
1996 -- 506,084,172........................................ 1,897,804 1,265,210
Additional paid-in capital.................................... 116,386 127,415
Unrealized appreciation of investments, net of taxes.......... 1,545,853 1,378,318
Cumulative translation adjustments, net of taxes.............. (897,210) (493,218)
Retained earnings............................................. 22,089,248 20,420,881
Treasury stock, at cost; 1997 -- 57,628,230;
1996 -- 36,643,026 shares of common stock.................. (885,121) (654,382)
------------ ------------
Total capital funds................................. 23,866,960 22,044,224
------------ ------------
Total liabilities and capital funds................. $158,612,085 $148,431,002
============ ============
</TABLE>
See Accompanying Notes to Financial Statements.
2
<PAGE> 4
AMERICAN INTERNATIONAL GROUP, INC.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------------- -------------------------
1997 1996 1997 1996
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
General insurance operations:
Net premiums written.................... $10,286,766 $ 9,722,560 $3,429,877 $3,230,729
Change in unearned premium reserve...... (989,410) (958,655) (340,613) (194,142)
----------- ----------- ---------- ----------
Net premiums earned..................... 9,297,356 8,763,905 3,089,264 3,036,587
Net investment income................... 1,366,275 1,244,475 463,324 420,718
Realized capital gains.................. 106,787 50,697 28,188 5,644
----------- ----------- ---------- ----------
10,770,418 10,059,077 3,580,776 3,462,949
----------- ----------- ---------- ----------
Losses and loss expenses incurred....... 7,042,283 6,665,489 2,300,428 2,271,984
Underwriting expenses................... 1,883,499 1,757,951 670,555 638,828
----------- ----------- ---------- ----------
8,925,782 8,423,440 2,970,983 2,910,812
----------- ----------- ---------- ----------
Operating income........................ 1,844,636 1,635,637 609,793 552,137
----------- ----------- ---------- ----------
Life insurance operations:
Premium income.......................... 7,329,233 6,508,465 2,480,443 2,213,481
Net investment income................... 2,147,593 2,046,296 742,483 718,352
Realized capital gains.................. 12,789 22,600 6,540 16,750
----------- ----------- ---------- ----------
9,489,615 8,577,361 3,229,466 2,948,583
----------- ----------- ---------- ----------
Death and other benefits................ 2,964,978 2,701,139 1,033,619 963,453
Increase in future policy benefits...... 3,521,732 3,209,509 1,153,378 1,053,878
Acquisition and insurance expenses...... 1,855,616 1,708,658 636,499 585,806
----------- ----------- ---------- ----------
8,342,326 7,619,306 2,823,496 2,603,137
----------- ----------- ---------- ----------
Operating income........................ 1,147,289 958,055 405,970 345,446
----------- ----------- ---------- ----------
Financial services operating income..... 487,434 374,761 180,485 133,938
Equity in income of minority-owned
insurance operations.................. 84,593 74,322 26,804 26,273
Other realized capital gains (losses)... (20,602) (1,072) (10,466) 649
Minority interest....................... (25,493) (33,289) (5,251) (9,283)
Other income (deductions) -- net........ (66,612) (64,564) (22,761) (31,089)
----------- ----------- ---------- ----------
Income before income taxes.............. 3,451,245 2,943,850 1,184,574 1,018,071
----------- ----------- ---------- ----------
Income taxes (benefits) -- Current...... 923,154 803,291 314,746 289,579
-- Deferred.... 80,343 13,536 29,510 (2,945)
----------- ----------- ---------- ----------
1,003,497 816,827 344,256 286,634
----------- ----------- ---------- ----------
Net income.............................. $ 2,447,748 $ 2,127,023 $ 840,318 $ 731,437
=========== =========== ========== ==========
Earnings per common share*.............. $ 3.48 $ 3.01 $ 1.19 $ 1.04
=========== =========== ========== ==========
Cash dividends per common share*........ $ 0.208 $ 0.180 $ 0.075 $ 0.067
=========== =========== ========== ==========
Average shares outstanding*............. 702,574 707,273 701,385 704,155
----------- ----------- ---------- ----------
</TABLE>
* Share information reflects a common stock split in the form of a 50 percent
common stock dividend paid July 25, 1997.
See Accompanying Notes to Financial Statements.
3
<PAGE> 5
AMERICAN INTERNATIONAL GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER
30,
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income.................................................... $ 2,447,748 $ 2,127,023
------------ ------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Non-cash revenues, expenses, gains and losses included in
income:
Change in:
General and life insurance reserves...................... 3,504,897 4,336,394
Premiums and insurance balances receivable and payable --
net.................................................... (421,135) 256,037
Reinsurance assets....................................... (784,565) (996,834)
Deferred policy acquisition costs........................ (262,862) (593,152)
Investment income due and accrued........................ (166,218) (174,790)
Funds held under reinsurance treaties.................... (44,793) 74,041
Other policyholders' funds............................... 55,921 136,406
Current and deferred income taxes -- net................. 517,215 98,945
Reserve for commissions, expenses and taxes.............. 363,824 271,808
Other assets and liabilities -- net...................... 199,004 (479,051)
Trading assets and liabilities -- net.................... (677,204) 278,527
Trading securities, at market value...................... 18,396 503,992
Spot commodities, at market value........................ (266,448) 494,147
Net unrealized gain on interest rate and currency swaps,
options and forward transactions....................... (1,215,474) (156,276)
Securities purchased under agreements to resell.......... (422,806) (1,199,375)
Securities sold under agreements to repurchase........... (2,431,765) 649,284
Securities and spot commodities sold but not yet
purchased, at market value............................. 2,432,614 (519,301)
Realized capital gains...................................... (98,974) (72,225)
Equity in income of partially-owned companies and other
invested assets.......................................... (116,209) (119,331)
Depreciation expenses, principally flight equipment......... 650,186 603,882
Change in cumulative translation adjustments................ (458,174) (30,049)
Other -- net................................................ (82,523) 4,957
------------ ------------
Total adjustments........................................... 292,907 3,368,036
------------ ------------
Net cash provided by operating activities..................... $ 2,740,655 $ 5,495,059
------------ ------------
</TABLE>
See Accompanying Notes to Financial Statements.
4
<PAGE> 6
AMERICAN INTERNATIONAL GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER
30,
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash Flows From Investing Activities:
Cost of fixed maturities, at amortized cost matured or
redeemed................................................. $ 993,917 $ 1,346,988
Cost of bonds, at market sold............................... 7,360,382 6,816,250
Cost of bonds, at market matured or redeemed................ 2,151,855 1,960,194
Cost of equity securities sold.............................. 1,773,257 2,136,119
Realized capital gains...................................... 98,974 72,225
Purchases of fixed maturities............................... (13,342,852) (14,369,425)
Purchases of equity securities.............................. (1,735,493) (2,507,784)
Mortgage, policy and collateral loans granted............... (1,662,318) (2,706,970)
Repayments of mortgage, policy and collateral loans......... 1,341,579 490,414
Sales of securities available for sale...................... 2,946,116 1,628,718
Maturities of securities available for sale................. 13,670,025 105,473
Purchases of securities available for sale.................. (14,602,931) (3,489,696)
Sales of flight equipment................................... 974,249 1,126,044
Purchases of flight equipment............................... (2,795,624) (2,514,622)
Net additions to real estate and other fixed assets......... (354,410) (291,162)
Sales or distributions of other invested assets............. 5,653,523 871,082
Investments in other invested assets........................ (6,113,935) (978,006)
Change in short-term investments............................ (162,251) 358,630
Investments in partially-owned companies.................... (28,654) (36,668)
------------ ------------
Net cash used in investing activities......................... (3,834,591) (9,982,196)
------------ ------------
Cash Flows From Financing Activities:
Change in policyholders' contract deposits.................. 627,363 2,026,717
Change in deposits due to banks and other depositors........ (36,867) 492,513
Change in commercial paper.................................. (595,297) 915,212
Proceeds from notes, bonds, loans and mortgages payable..... 5,461,763 3,190,940
Repayments on notes, bonds, loans and mortgages payable..... (5,403,645) (1,927,525)
Liquidation of zero coupon notes payable.................... (12,235) --
Proceeds from guaranteed investment agreements.............. 3,407,703 3,041,772
Maturities of guaranteed investment agreements.............. (1,851,811) (2,622,182)
Proceeds from subsidiary company preferred stock issued..... -- (98)
Proceeds from common stock issued........................... 27,375 16,083
Cash dividends to shareholders.............................. (146,787) (127,161)
Acquisition of treasury stock............................... (274,448) (474,034)
Other - net................................................. 5,305 16,533
------------ ------------
Net cash provided by financing activities..................... 1,208,419 4,548,770
------------ ------------
Change in cash................................................ 114,483 61,633
Cash at beginning of period................................... 58,740 88,371
------------ ------------
Cash at end of period......................................... $ 173,223 $ 150,004
=========== ===========
</TABLE>
See Accompanying Notes to Financial Statements.
5
<PAGE> 7
AMERICAN INTERNATIONAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
a) These statements are unaudited. In the opinion of management, all
adjustments consisting of normal recurring accruals have been made for a
fair presentation of the results shown.
b) Earnings per share of American International Group, Inc. (AIG) are based on
the weighted average number of common shares outstanding during the period,
retroactively adjusted to reflect all stock splits.
Cash dividends per common share reflect the adjustment for a common stock
split in the form of a 50 percent common stock dividend paid July 25, 1997.
The quarterly dividend rate per common share, commencing with the dividend
paid September 19, 1997 is $0.075.
c) Supplemental cash flow information for the nine month periods ended
September 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Income taxes paid................................. $ 408,000 $ 699,500
Interest paid..................................... $ 1,256,000 $ 1,123,000
</TABLE>
d) In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
(FASB 128). This statement simplifies the existing computational guidelines,
revises the disclosure requirements and increases earnings per share
comparability on an international basis.
FASB 128 is effective for year end 1997. Earlier application is not
permitted. The pro forma share and earnings per share amounts computed using
FASB 128 and reflecting the common stock split in the form of a 50 percent
common stock dividend paid July 25, 1997 for the first nine months ended
September 30, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1997 1996
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Average outstanding shares used in the computation of per share
earnings:
Common stock issued................................................... 759,125 759,126
Common stock in treasury.............................................. (56,551) (51,853)
---------- ----------
Average outstanding shares -- basic................................... 702,574 707,273
---------- ----------
Stock options (treasury stock method)................................. 3,556 2,946
Stock purchase plan................................................... 61 39
---------- ----------
Average outstanding shares -- diluted................................... 706,191 710,258
---------- ----------
Net income applicable to common stock................................... $2,447,748 $2,127,023
---------- ----------
Net income per share:
Basic................................................................. $3.48 $3.01
Diluted............................................................... $3.47 $3.00
</TABLE>
e) Derivatives Accounting Policy: AIG Financial Products Corp. and its
subsidiaries and AIG Trading Group Inc. and its subsidiaries enter into
future, forward, swap and option derivative transactions. These transactions
are marked to market. With the exception of the derivatives used in market
hedging activities with respect to securities available for sale, at market,
the mark to market on all such other derivative transactions are recognized
in income currently. The mark to market with respect to derivatives which
hedge the market movements of securities available for sale, at market is
recognized as a component of unrealized appreciation of investments, net of
taxes. When the underlying security is sold, the loss or gain resulting from
the hedging derivative transaction is recognized as income in that same
period.
f) For further information, refer to the Annual Report on Form 10-K of AIG for
the year ended December 31, 1996.
6
<PAGE> 8
AMERICAN INTERNATIONAL GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATIONAL REVIEW
General Insurance Operations
General insurance operations for the nine month periods ending September 30,
1997 and 1996 were as follows:
(in thousands)
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
- ------------------------------------------------------
<S> <C> <C>
Net premiums written:
Domestic $ 6,944,434 $6,386,214
Foreign 3,342,332 3,336,346
- ------------------------------------------------------
Total $10,286,766 $9,722,560
- ------------------------------------------------------
Net premiums earned:
Domestic $ 6,291,014 $5,763,020
Foreign 3,006,342 3,000,885
- ------------------------------------------------------
Total $ 9,297,356 $8,763,905
- ------------------------------------------------------
Adjusted underwriting
profit:
Domestic $ 3,085 $ 27,154
Foreign 368,489 313,311
- ------------------------------------------------------
Total $ 371,574 $ 340,465
- ------------------------------------------------------
Net investment income:
Domestic $ 1,095,993 $ 988,362
Foreign 270,282 256,113
- ------------------------------------------------------
Total $ 1,366,275 $1,244,475
- ------------------------------------------------------
Operating income before
realized capital gains:
Domestic $ 1,099,078 $1,015,516
Foreign 638,771 569,424
- ------------------------------------------------------
Total 1,737,849 1,584,940
Realized capital gains 106,787 50,697
- ------------------------------------------------------
Operating income $ 1,844,636 $1,635,637
- ------------------------------------------------------
</TABLE>
During the first nine months of 1997, the net premiums written and net
premiums earned in AIG's general insurance operations increased 5.8 percent and
6.1 percent, respectively, from those of 1996.
The growth in net premiums written in the first nine months of 1997
resulted from a combination of several factors. Domestically, AIG continued to
achieve volume growth in some specialty markets, mortgage guaranty insurance and
in personal lines. Foreign general insurance operations produced 32.5 percent of
the general insurance net premiums written in the first nine months of 1997 and
34.3 percent in the same period of 1996.
In comparing the foreign exchange rates used to translate the results of
AIG's foreign general operations during the first nine months of 1997 to those
foreign exchange rates used to translate AIG's foreign general results during
the same period of 1996, the U.S. dollar strengthened in value in relation to
most major foreign currencies in which AIG transacts business. Accordingly, when
foreign net premiums written were translated into U.S. dollars for the purposes
of consolidation, total general insurance net premiums written were
approximately 1.8 percentage points less than they would have been if translated
utilizing those exchange rates which prevailed during that same period of 1996.
Net premiums written are initially deferred and earned based upon the terms
of the underlying policies. The net unearned premium reserve constitutes the
deferred revenues which are generally earned ratably over the policy period.
Thus, the net unearned premium reserve is not fully recognized as net premiums
earned until the end of the policy period.
The statutory general insurance ratios were as follows:
------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
- ------------------------------------------------------
<S> <C> <C>
Domestic:
Loss Ratio 84.65 85.54
Expense Ratio 15.48 14.51
- ------------------------------------------------------
Combined Ratio 100.13 100.05
- ------------------------------------------------------
Foreign:
Loss Ratio 57.11 57.83
Expense Ratio 30.67 31.10
- ------------------------------------------------------
Combined Ratio 87.78 88.93
- ------------------------------------------------------
Consolidated:
Loss Ratio 75.75 76.06
Expense Ratio 20.42 20.20
- ------------------------------------------------------
Combined Ratio 96.17 96.26
- ------------------------------------------------------
</TABLE>
Adjusted underwriting profit (operating income less net investment income
and realized capital gains) represents statutory underwriting profit adjusted
primarily for changes in deferred acquisition costs. The adjusted underwriting
profits were $371.6 million in the first nine months of 1997 and $340.5 million
in the same period of 1996.
7
<PAGE> 9
AIG's results reflect the net impact of incurred losses from catastrophes
approximating $16 million and $78 million in 1997 and 1996, respectively. AIG's
gross incurred losses from catastrophes approximated $22 million and $240
million in 1997 and 1996, respectively. If catastrophes were excluded from the
losses incurred in each period, the pro forma consolidated statutory general
insurance ratios would be as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------
1997 1996
- ------------------------------------------------------
<S> <C> <C>
Loss Ratio 75.57 75.17
Expense Ratio 20.42 20.20
- ------------------------------------------------------
Combined Ratio 95.99 95.37
- ------------------------------------------------------
</TABLE>
AIG's ability to maintain its combined ratio below 100 is primarily
attributable to the profitability of AIG's foreign general insurance operations
and AIG's emphasis on maintaining its disciplined underwriting, especially in
the domestic specialty markets. In addition, AIG does not seek net premium
growth where rates do not adequately reflect its assessment of exposures.
General insurance net investment income in the first nine months of 1997
increased 9.8 percent when compared to the same period of 1996. The growth in
net investment income in 1997 was primarily attributable to new cash flow for
investment. The new cash flow was generated from net general insurance operating
cash flow and included the compounding of previously earned and reinvested net
investment income. (See also the discussion under "Liquidity" herein.)
General insurance realized capital gains were $106.8 million in the first
nine months of 1997 and $50.7 million in 1996. These realized gains resulted
from the ongoing management of the general insurance investment portfolios
within the overall objectives of the general insurance operations and arose
primarily from the disposition of equity securities and available for sale and
trading fixed maturities as well as redemptions of fixed maturities.
General insurance operating income in the first nine months of 1997
increased 12.8 percent when compared to the same period of 1996. The
contribution of general insurance operating income to income before income taxes
was 53.4 percent in 1997 compared to 55.6 percent in 1996.
AIG is a major purchaser of reinsurance for its general insurance
operations. AIG is cognizant of the need to exercise good judgment in the
selection and approval of both domestic and foreign companies participating in
its reinsurance programs. AIG insures risks in over 100 countries and its
reinsurance programs must be coordinated in order to provide AIG the level of
reinsurance protection that it desires. These reinsurance arrangements do not
relieve AIG from its direct obligations to its insureds.
AIG's general reinsurance assets amounted to $17.18 billion and resulted
from AIG's reinsurance arrangements. Thus, a credit exposure existed at
September 30, 1997, with respect to reinsurance recoverable to the extent that
any reinsurer may not be able to reimburse AIG under the terms of these
reinsurance arrangements. AIG manages its credit risk in its reinsurance
relationships by transacting with reinsurers that it considers financially
sound, and when necessary AIG holds substantial collateral in the form of funds,
securities and/or irrevocable letters of credit. This collateral can be drawn on
for amounts that remain unpaid beyond specified time periods on an individual
reinsurer basis. At December 31, 1996, approximately 50 percent of the general
reinsurance assets were from unauthorized reinsurers. In order to obtain
statutory recognition, nearly all of these balances were collateralized. The
remaining 50 percent of the general reinsurance assets were from authorized
reinsurers and over 97 percent of such balances were from reinsurers rated A-
(excellent) or better, as rated by A.M. Best. This rating is a measure of
financial strength. The terms authorized and unauthorized pertain to regulatory
categories, not creditworthiness. Through September 30, 1997, these distribution
percentages have not significantly changed.
AIG's provision for estimated unrecoverable reinsurance has not changed
significantly from December 31, 1996, when AIG had allowances for unrecoverable
reinsurance approximating $125 million. At that date, and prior to this
allowance, AIG had no significant reinsurance recoverables from any individual
reinsurer which is financially troubled (e.g., liquidated, insolvent, in
receivership or otherwise subject to formal or informal regulatory restriction).
8
<PAGE> 10
AIG's Reinsurance Security Department conducts ongoing detailed assessments
of the reinsurance markets and current and potential reinsurers both foreign and
domestic. Such assessments include, but are not limited to, identifying if a
reinsurer is appropriately licensed and has sufficient financial capacity, and
the local economic environment in which a foreign reinsurer operates. This
department also reviews the nature of the risks ceded and the need for
collateral. In addition, AIG's Credit Risk Committee reviews the credit limits
for and concentrations with any one reinsurer.
AIG enters into certain intercompany reinsurance transactions for its
general and life operations. AIG enters into these transactions as a sound and
prudent business practice in order to maintain underwriting control and spread
insurance risk among various legal entities. These reinsurance agreements have
been approved by the appropriate regulatory authorities. All material
intercompany transactions have been eliminated in consolidation.
At September 30, 1997, the consolidated general reinsurance assets of
$17.18 billion include reinsurance recoverables for paid losses and loss
expenses of $2.01 billion and $13.43 billion with respect to the ceded reserve
for losses and loss expenses, including ceded losses incurred but not reported
(IBNR) (ceded reserves). The ceded reserves represent the accumulation of
estimates of ultimate ceded losses including provisions for ceded IBNR and loss
expenses. The methods used to determine such estimates and to establish the
resulting ceded reserves are continually reviewed and updated. Any adjustments
therefrom are reflected in income currently. It is AIG's belief that the ceded
reserves at September 30, 1997 were representative of the ultimate losses
recoverable. In the future, as the ceded reserves continue to develop to
ultimate amounts, the ultimate loss recoverable may be greater or less than the
reserves currently ceded.
At September 30, 1997, general insurance reserves for losses and loss
expenses (loss reserves) amounted to $34.47 billion, an increase of $1.04
billion or 3.1 percent over the prior year end and represent the accumulation of
estimates of ultimate losses, including IBNR, and loss expenses and minor
amounts of discounting related to certain workers' compensation claims. General
insurance net loss reserves increased $633.2 million or 3.1 percent to $21.04
billion and represent loss reserves reduced by reinsurance recoverable, net of
an allowance for unrecoverable reinsurance. The methods used to determine such
estimates and to establish the resulting reserves are continually reviewed and
updated. Any adjustments resulting therefrom are reflected in operating income
currently. It is management's belief that the general insurance net loss
reserves are adequate to cover all general insurance net losses and loss
expenses as at September 30, 1997. In the future, if the general insurance net
loss reserves develop deficiently, such deficiency would have an adverse impact
on such future results of operations.
In a very broad sense, the general loss reserves can be categorized into
two distinct groups: one group being long tail casualty lines of business; the
other being short tail lines of business consisting principally of property
lines and including certain classes of casualty lines.
Estimation of ultimate net losses and loss expenses (net losses) for long
tail casualty lines of business is a complex process and depends on a number of
factors, including the line and volume of the business involved. In the more
recent accident years of long tail casualty lines there is limited statistical
credibility in reported net losses. That is, a relatively low proportion of net
losses would be reported claims and expenses and an even smaller proportion
would be net losses paid. A relatively high proportion of net losses would
therefore be IBNR.
A variety of actuarial methods and assumptions are normally employed to
estimate net losses for long tail casualty lines. These methods ordinarily
involve the use of loss trend factors intended to reflect the estimated annual
growth in loss costs from one accident year to the next. For the majority of
long tail casualty lines, net loss trend factors approximated eight percent.
Loss trend factors reflect many items including changes in claims handling,
exposure and policy forms and current and future estimates of monetary inflation
and social inflation. Thus, many factors are implicitly considered in estimating
the year to year growth in loss costs. Therefore, AIG's carried net long tail
loss reserves are judgmentally set as well as tested for
9
<PAGE> 11
reasonableness using the most appropriate loss trend factors for each class of
business. In the evaluation of AIG's net loss reserves, loss trend factors vary
slightly, depending on the particular class and nature of the business involved.
These factors are periodically reviewed and subsequently adjusted, as
appropriate, to reflect emerging trends which are based upon past loss
experience.
Estimation of net losses for short tail business is less complex than for
long tail casualty lines. Loss cost trends for many property lines can generally
be assumed to be similar to the growth in exposure of such lines. For example,
if the fire insurance coverage remained proportional to the actual value of the
property, the growth in the property's exposure to fire loss can be approximated
by the amount of insurance purchased.
For other property and short tail casualty lines, the loss trend is
implicitly assumed to grow at the rate that reported net losses grow from one
year to the next. The concerns noted above for longer tail casualty lines with
respect to the limited statistical credibility of reported net losses generally
do not apply to shorter tail lines.
AIG continues to receive indemnity claims asserting injuries from toxic
waste, hazardous substances, and other environmental pollutants and alleged
damages to cover the cleanup costs of hazardous waste dump sites (hereinafter
collectively referred to as environmental claims) and indemnity claims asserting
injuries from asbestos. The vast majority of these asbestos and environmental
claims emanate from policies written in 1984 and prior years. AIG has
established a specialized claims unit which investigates and adjusts all such
asbestos and environmental claims. Commencing in 1985, standard policies
contained an absolute exclusion for pollution related damage. However, AIG
currently underwrites pollution impairment liability insurance on a claims made
basis and excluded such claims from the analyses included herein.
Estimation of asbestos and environmental claims loss reserves is a
difficult process. These asbestos and environmental claims cannot be estimated
by conventional reserving techniques as previously described. Quantitative
techniques frequently have to be supplemented by subjective considerations
including managerial judgment. Significant factors which affect the trends which
influence the development of asbestos and environmental claims are the
inconsistent court resolutions and judicial interpretations which broaden the
intent of the policies and scope of coverage. The current case law can be
characterized as still evolving and there is little likelihood of any firm
direction in the near future. Additionally, the exposure for cleanup costs of
hazardous waste dump sites involves issues such as allocation of responsibility
among potentially responsible parties and the government's refusal to release
parties. The cleanup cost exposure may significantly change if the Congressional
reauthorization of Superfund dramatically changes, thereby reducing or
increasing litigation and cleanup costs.
In the interim, AIG and other industry members have and will continue to
litigate the broadening judicial interpretation of the policy coverage and the
liability issues. At the current time, it is not possible to determine the
future development of asbestos and environmental claims. Such development will
be affected by the extent to which courts continue to expand the intent of the
policies and the scope of the coverage, as they have in the past, as well as by
changes in Superfund and waste dump site coverage issues. Additional liabilities
could emerge for amounts in excess of the current reserves held. Although this
emergence cannot now be reasonably estimated, it could have a material adverse
impact on AIG's future operating results. The reserves carried for these claims
at September 30, 1997 are believed to be adequate as these reserves are based on
the known facts and current law. Furthermore, as AIG's net exposure retained
relative to the gross exposure written was lower in 1984 and prior years, the
potential impact of these claims is much smaller on the net loss reserves than
on the gross loss reserves. (See the previous discussion on reinsurance
collectibility herein.)
The majority of AIG's exposures for asbestos and environmental claims are
excess casualty coverages, not primary coverages. Thus, the litigation costs are
treated in the same manner as indemnity reserves. That is, litigation expenses
are included within the limits of the liability AIG incurs. Individual
significant claim liabilities, where future litigation costs are reasonably
determinable, are established on a case basis.
A summary of reserve activity, including estimates for applicable IBNR,
relating to asbestos and
10
<PAGE> 12
environmental claims separately and combined at September 30, 1997 and 1996 was
as follows:
(in millions)
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------------- -------------
GROSS NET Gross Net
- ------------------------------------------------------
<S> <C> <C> <C> <C>
Asbestos:
Reserve for losses and
loss expenses at
beginning of period $ 875.9 $172.3 $ 744.8 $127.9
Losses and loss
expenses incurred 219.6 61.5 144.7 77.6
Losses and loss
expenses paid (244.7) (41.7) (198.3) (45.6)
- ------------------------------------------------------
Reserve for losses and
loss expenses at end
of period $ 850.8 $192.1 $ 691.2 $159.9
- ------------------------------------------------------
Environmental:
Reserve for losses and
loss expenses at
beginning of period $1,427.4 $570.6 $1,197.9 $379.3
Losses and loss
expenses incurred 173.8 86.3 197.9 125.8
Losses and loss
expenses paid (117.6) (40.0) (114.4) (37.7)
- ------------------------------------------------------
Reserve for losses and
loss expenses at end
of period $1,483.6 $616.9 $1,281.4 $467.4
- ------------------------------------------------------
Combined:
Reserve for losses and
loss expenses at
beginning of period $2,303.3 $742.9 $1,942.7 $507.2
Losses and loss
expenses incurred 393.4 147.8 342.6 203.4
Losses and loss
expenses paid (362.3) (81.7) (312.7) (83.3)
- ------------------------------------------------------
Reserve for losses and
loss expenses at end
of period $2,334.4 $809.0 $1,972.6 $627.3
- ------------------------------------------------------
</TABLE>
The gross and net IBNR included in the aforementioned reserve for losses
and loss expenses at September 30, 1997 and 1996 were estimated as follows:
(in thousands)
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
----------------- ----------------
GROSS NET Gross Net
- ------------------------------------------------------
<S> <C> <C> <C> <C>
Combined $1,067,550 $432,052 $861,500 $306,200
- ------------------------------------------------------
</TABLE>
A summary of asbestos and environmental claims count activity for the nine
month periods ended September 30, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
1997 1996
---------------------------------- ----------------------------------
ASBESTOS ENVIRONMENTAL COMBINED Asbestos Environmental Combined
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Claims at beginning of period 5,668 17,395 23,063 5,244 17,858 23,102
Claims during period:
Opened 865 2,716 3,581 740 1,993 2,733
Settled (105) (315) (420) (94) (395) (489)
Dismissed or otherwise resolved (303) (1,803) (2,106) (555) (2,485) (3,040)
- ------------------------------------------------------------------------------------------------------------------
Claims at end of period 6,125 17,993 24,118 5,335 16,971 22,306
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
The average cost per claim settled, dismissed or otherwise resolved for the
nine month periods ended September 30, 1997 and 1996 was as follows:
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
---------------- ---------------
GROSS NET Gross Net
- ------------------------------------------------------
<S> <C> <C> <C> <C>
Asbestos $599,800 $102,200 $305,500 $70,300
Environmental 55,500 18,900 39,700 13,100
Combined 143,400 32,300 88,600 23,600
- ------------------------------------------------------
</TABLE>
An insurance rating agency has developed a survival ratio to measure the
number of years it would take a company to exhaust both its asbestos and
environmental reserves for losses and loss expenses based on that company's
current level of asbestos and environmental claims payments. The higher the
ratio, the more years the reserves for losses and loss expenses cover these
claims payments. These ratios are computed based on the respective ending
reserves for losses and loss ex-
11
<PAGE> 13
penses over the respective claims settlements during the fiscal year. Such
payments include indemnity payments and legal and loss adjustment payments. It
should be noted, however, that this is an extremely simplistic approach to
measuring asbestos and environmental reserve levels. Many factors, such as
aggressive settlement procedures, mix of business and level of coverage
provided, have significant impact on the amount of asbestos and environmental
losses and loss expense reserves, ultimate payments thereof and the resultant
ratio.
The developed survival ratios include both involuntary and voluntary
indemnity payments. Involuntary payments include court judgments, court orders,
covered claims with no coverage defenses, state mandated cleanup costs, claims
where AIG's coverage defenses are minimal, and settlements made less than six
months before the first trial setting. Also, AIG considers all legal and loss
adjustment payments as involuntary.
AIG believes voluntary indemnity payments should be excluded from the
survival ratio. The special asbestos and environmental claims unit actively
manages AIG's asbestos and environmental claims and proactively pursues early
settlement of environmental claims for all known and unknown sites. As a result,
AIG reduces its exposure to future environmental loss contingencies.
AIG's survival ratios for involuntary asbestos and environmental claims,
separately and combined, were based upon a three year average payment. These
ratios at September 30, 1997 and 1996 were as follows:
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------------- -------------
GROSS NET Gross Net
- ------------------------------------------------------
<S> <C> <C> <C> <C>
Involuntary survival
ratios:
Asbestos 3.6 4.2 4.2 4.2
Environmental 15.8 19.1 16.1 15.7
Combined 7.7 11.0 8.7 9.8
- ------------------------------------------------------
</TABLE>
AIG's operations are negatively impacted under guarantee fund assessment
laws which exist in most states. As a result of operating in a state which has
guarantee fund assessment laws, a solvent insurance company may be assessed for
certain obligations arising from the insolvencies of other insurance companies
which operated in that state. AIG generally records these assessments upon
notice. Additionally, certain states permit at least a portion of the assessed
amount to be used as a credit against a company's future premium tax
liabilities. Therefore, the ultimate net assessment cannot reasonably be
estimated. The guarantee fund assessments, net of credits for 1996 was $18.8
million. Based upon current information, AIG does not anticipate that its net
assessment will be significantly different in 1997.
AIG is also required to participate in various involuntary pools
(principally workers' compensation business) which provide insurance coverage
for those not able to obtain such coverage in the voluntary markets. This
participation is also recorded upon notification, as these amounts cannot
reasonably be estimated.
Life Insurance Operations
Life insurance operations for the nine month periods ending September 30, 1997
and 1996 were as follows:
(in thousands)
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
- ------------------------------------------------------
<S> <C> <C>
Premium income:
Domestic $ 403,507 $ 383,075
Foreign 6,925,726 6,125,390
- ------------------------------------------------------
Total $ 7,329,233 $ 6,508,465
- ------------------------------------------------------
Net investment income:
Domestic $ 620,219 $ 762,058
Foreign 1,527,374 1,284,238
- ------------------------------------------------------
Total $ 2,147,593 $ 2,046,296
- ------------------------------------------------------
Operating income before
realized capital
gains:
Domestic $ 93,337 $ 76,341
Foreign 1,041,163 859,114
- ------------------------------------------------------
Total 1,134,500 935,455
Realized capital gains 12,789 22,600
- ------------------------------------------------------
Operating income $ 1,147,289 $ 958,055
- ------------------------------------------------------
Life insurance
in-force:*
Domestic $ 64,560,685 $ 60,419,342
Foreign 379,686,844 361,563,791
- ------------------------------------------------------
Total $ 444,247,529 $ 421,983,133
- ------------------------------------------------------
</TABLE>
* Amounts presented were as at September 30, 1997 and December 31, 1996,
respectively.
AIG's life insurance operations, demonstrating the strength of its
franchise, continued to show growth primarily as a result of overseas
operations, particularly in Asia. AIG's life premium income during the first
nine months of 1997 represented a 12.6 percent increase from the same period in
1996. Foreign life operations produced 94.5 percent and 94.1 percent of the life
premium income in 1997 and 1996, respectively.
As previously discussed, the U.S. dollar strengthened in value in relation
to most major
12
<PAGE> 14
foreign currencies in which AIG transacts business. Accordingly, for the first
nine months of 1997, when foreign life premium income was translated into U.S.
dollars for purposes of consolidation, total life premium income was
approximately 5.2 percentage points less than it would have been if translated
utilizing exchange rates prevailing in the same period of 1996.
Life insurance net investment income increased 5.0 percent during the first
nine months of 1997. The growth in net investment income was primarily
attributable to foreign new cash flow for investment. The new cash flow was
generated from life insurance operations and included the compounding of
previously earned and reinvested net investment income. (See also the discussion
under "Liquidity" herein.)
The decline in domestic net investment income resulted from the redemption
of corporate owned life insurance policies beginning in 1996 and continuing into
1997. Such redemptions had no significant effect on domestic operating income.
The traditional life products, such as whole and term life and endowments,
were the major contributors to the growth in foreign premium income and
investment income, particularly in Asia, and continue to be the primary source
of growth in the life segment. A mixture of traditional, accident and health and
financial products are being sold in Japan.
Life insurance realized capital gains were $12.8 million in 1997 and $22.6
million in 1996. These realized gains resulted from the ongoing management of
the life insurance investment portfolios within the overall objectives of the
life insurance operations and arose primarily from the disposition of equity
securities and available for sale fixed maturities as well as redemptions of
fixed maturities.
Life insurance operating income during the first nine months of 1997
increased 19.8 percent to $1.15 billion. Excluding realized capital gains from
life insurance operating income, the percent increase would be 21.3 percent
during the first nine months of 1997. The contribution of life insurance
operating income to income before income taxes amounted to 33.2 percent during
the first nine months of 1997 compared to 32.5 percent in the same period of
1996.
The risks associated with the traditional life and accident and health
products are underwriting risk and investment risk. The risk associated with the
financial and investment contract products is investment risk.
Underwriting risk represents the exposure to loss resulting from the actual
policy experience adversely emerging in comparison to the assumptions made in
the product pricing associated with mortality, morbidity, termination and
expenses. AIG's life companies limit their maximum underwriting exposure on
traditional life insurance of a single life to approximately one million dollars
of coverage by using yearly renewable term reinsurance. The life insurance
operations have not entered into assumption reinsurance transactions or surplus
relief transactions during the two year period ended September 30, 1997.
The investment risk represents the exposure to loss resulting from the cash
flows from the invested assets, primarily long-term fixed rate investments,
being less than the cash flows required to meet the obligations of the expected
policy and contract liabilities and the necessary return on investments.
To minimize its exposure to investment risk, AIG tests the cash flows from
the invested assets and the policy and contract liabilities using various
interest rate scenarios to assess whether there is a liquidity excess or
deficit. If a rebalancing of the invested assets to the policy and contract
claims became necessary and did not occur, a demand could be placed upon
liquidity. (See also the discussion under "Liquidity" herein.)
The asset-liability relationship is appropriately managed in AIG's foreign
operations, as it has been throughout AIG's history, even though certain
territories lack qualified long-term investments or there are investment
restrictions imposed by the local regulatory authorities. For example, in Japan
and several Southeast Asia territories, the duration of the investments is often
for a shorter period than the effective maturity of such policy liabilities.
Therefore, there is a risk that the reinvestment of the proceeds at the maturity
of the investments may be at a yield below that of the interest required for the
accretion of the policy liabilities. At December 31, 1996, the average duration
of the investment portfolio in Japan was 5.9 years, while the related policy
liabilities were estimated to be 12.3 years. These durations have not changed
significantly during 1997. To maintain an adequate yield to match the
13
<PAGE> 15
interest required over the duration of the liabilities,
constant management focus is required to reinvest the proceeds of the maturing
securities without sacrificing investment quality. To the extent permitted under
local regulation, AIG may invest in qualified longer-term securities outside
Japan to achieve a closer matching in both duration and the required yield. AIG
is able to manage any asset-liability duration difference through maintenance of
sufficient global liquidity and to support any operational shortfall through its
international financial network. Domestically, active monitoring assures
appropriate asset-liability matching as there are investments available to match
the duration and the required yield. (See also the discussion under "Liquidity"
herein.)
AIG uses asset-liability matching as a management tool to determine the
composition of the invested assets and marketing strategies. As a part of these
strategies, AIG may determine that it is economically advantageous to be
temporarily in an unmatched position due to anticipated interest rate or other
economic changes.
Financial Services Operations
Financial services operations for the nine month periods ending September 30,
1997 and 1996 were as follows:
(in thousands)
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
- ------------------------------------------------------
<S> <C> <C>
Revenues:
International Lease Finance
Corp. $1,369,091 $1,148,310
AIG Financial Products Corp.* 294,513 286,995
AIG Trading Group Inc.* 365,052 209,407
Other 299,020 230,412
- ------------------------------------------------------
Total $2,327,676 $1,875,124
- ------------------------------------------------------
Operating income:
International Lease Finance
Corp. $ 287,151 $ 226,050
AIG Financial Products Corp. 151,119 129,824
AIG Trading Group Inc. 83,431 53,903
Other, including intercompany
adjustments (34,267) (35,016)
- ------------------------------------------------------
Total $ 487,434 $ 374,761
- ------------------------------------------------------
</TABLE>
*Represents net trading revenues.
Financial services operating income increased 30.1 percent in the first
nine months of 1997 over 1996.
International Lease Finance Corporation (ILFC) generates its revenues
primarily from leasing new and used commercial jet aircraft to domestic and
foreign airlines. Revenues also result from the remarketing of commercial jets
for its own account, for airlines and for financial institutions. Revenues in
the first nine months of 1997 increased 19.2 percent from 1996. The revenue
increase resulted primarily from the growth both in the size and relative cost
of the fleet. During the first nine months of 1997, operating income increased
27.0 percent from 1996. The composite borrowing rates during the first nine
months of 1997 and 1996 were 6.34 percent and 6.28 percent, respectively. (See
also the discussions under "Capital Resources" and "Liquidity" herein.)
ILFC is exposed to loss through non-performance of aircraft lessees,
through owning aircraft which it would be unable to lease or re-lease at
acceptable rates or sell at lease expiration and through committing to purchase
aircraft which it would be unable to lease. ILFC manages its lessee
non-performance exposure through credit reviews and security deposit
requirements. At September 30, 1997, ILFC's aircraft subject to operating leases
totaled 325. In addition, two other aircraft were not leased. At September 30,
1997, approximately 80 percent of the fleet was leased to foreign airlines. (See
also the discussions under "Capital Resources" and "Liquidity" herein.)
AIG Financial Products Corp. and its subsidiaries (AIGFP) participate in
the derivatives dealer market conducting, primarily as principal, an interest
rate, currency and equity derivative products business. AIGFP also enters into
structured transactions including long-dated forward foreign exchange contracts,
option transactions, liquidity facilities and investment agreements and invests
in a diversified portfolio of securities. AIGFP derives substantially all its
revenues from proprietary positions entered in connection with counterparty
transactions rather than for speculative transactions. Revenues in the first
nine months of 1997 increased 2.6 percent from the same period of 1996. During
the first nine months of 1997, operating income increased 16.4 percent from the
same period of 1996. As AIGFP is a transaction-oriented operation, current and
past revenues and operating results may not provide a basis for predicting
future performance. (See also the discussions under "Capital Resources,"
"Liquidity" and "Derivatives" herein.)
AIG Trading Group Inc. and its subsidiaries (AIGTG) derive a substantial
portion of their revenues from market making and trading activities, as
principals, in foreign exchange, interest rates, precious and base metals and
natural gas and other
14
<PAGE> 16
energy products. Revenues in the first nine months of 1997 increased 74.3
percent from the same period of 1996. During the first nine months of 1997,
operating income increased 54.8 percent from the same period of 1996. A
substantial portion of AIGTG's improvement during the first nine months of 1997
over the same period of 1996 was currency trading activity in volatile foreign
exchange markets particularly during the second quarter of 1997. On August 6,
1997, AIGTG entered into an agreement to sell its energy operations. The
transaction is expected to close prior to December 31, 1997. (See also the
discussion under "Recent Developments" herein.) It is not anticipated that the
sale of these operations will have any significant impact on AIG. As AIGTG is a
transaction-oriented operation, current and past revenues and operating results
may not provide a basis of predicting future performance. (See also the
discussions under "Capital Resources," "Liquidity" and "Derivatives" herein.)
Financial services operating income represented 14.1 percent of AIG's
income before income taxes in the first nine months of 1997. This compares to
12.7 percent in the same period of 1996.
Other Operations
In the first nine months of 1997, AIG's equity in income of minority-owned
insurance operations was $84.6 million compared to $74.3 million in the same
period of 1996. In the first nine months of 1997 and 1996, the equity interest
in insurance companies represented 2.5 percent of income before income taxes in
each period.
Other realized capital losses amounted to $20.6 million and $1.1 million in
the first nine months of 1997 and 1996, respectively.
Minority interest represents minority shareholders' equity in income of
certain consolidated subsidiaries. In the first nine months of 1997, minority
interest amounted to $25.5 million. In the first nine months of 1996, minority
interest amounted to $33.3 million.
Other income (deductions)--net includes AIG's equity in certain minor
majority-owned subsidiaries and certain partially-owned companies, realized
foreign exchange transaction gains and losses in substantially all currencies
and unrealized gains and losses in hyperinflationary currencies, as well as the
income and expenses of the parent holding company and other miscellaneous income
and expenses. In the first nine months of 1997, net deductions amounted to $66.6
million. In the same period of 1996, net deductions amounted to $64.6 million.
Income before income taxes amounted to $3.45 billion in the first nine
months of 1997, and $2.94 billion in the same period of 1996.
In the first nine months of 1997, AIG recorded a provision for income taxes
of $1.00 billion compared to the provision of $816.8 million in the same period
of 1996. These provisions represent effective tax rates of 29.1 percent in the
first nine months of 1997, and 27.7 percent in the same period of 1996. The
increase in the effective tax rate in 1997 over the prior period is primarily
due to the increase in the domestic general operating income relative to income
before income taxes.
Net income amounted to $2.45 billion in the first nine months of 1997 and
$2.13 billion in the same period of 1996. The increases in net income over the
periods resulted from those factors described above.
CAPITAL RESOURCES
At September 30, 1997, AIG had total capital funds of $23.87 billion and total
borrowings of $24.53 billion. At that date, $21.22 billion of such borrowings
were either not guaranteed by AIG or were matched borrowings under obligations
of guaranteed investment agreements (GIAs) or matched notes and bonds payable.
15
<PAGE> 17
Total borrowings at September 30, 1997 and December 31, 1996 were as
follows:
(in thousands)
- ------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
- ------------------------------------------------------
<S> <C> <C>
GIAs -- AIGFP $ 7,279,120 $ 5,723,228
- ------------------------------------------------------
Commercial Paper:
Funding 232,492 1,018,510
ILFC(a) 2,789,568 2,739,388
AICCO 880,619 740,078
- ------------------------------------------------------
Total 3,902,679 4,497,976
- ------------------------------------------------------
Medium Term Notes:
ILFC(a) 3,015,465 2,551,485
AIG 240,000 140,000
- ------------------------------------------------------
Total 3,255,465 2,691,485
- ------------------------------------------------------
Notes and Bonds Payable:
ILFC(a) 4,050,000 3,500,000
AIGFP 4,114,253 5,243,042
AIGTG -- 10,442
AIG: Lire bonds 159,067 159,067
Zero coupon notes 88,724 81,761
- ------------------------------------------------------
Total 8,412,044 8,994,312
- ------------------------------------------------------
Loans and Mortgages Payable:
ILFC(a)(b) 933,320 1,007,836
AIG 751,598 605,677
- ------------------------------------------------------
Total 1,684,918 1,613,513
- ------------------------------------------------------
Total Borrowings 24,534,226 23,520,514
- ------------------------------------------------------
Borrowings not guaranteed by
AIG 10,788,353 9,798,709
Matched GIA borrowings 7,279,120 5,723,228
Matched notes and bonds
payable -- AIGFP 3,147,785 4,576,900
- ------------------------------------------------------
21,215,258 20,098,837
- ------------------------------------------------------
Remaining borrowings of AIG $ 3,318,968 $ 3,421,677
- ------------------------------------------------------
</TABLE>
(a)AIG does not guarantee or support these borrowings.
(b)Primarily capital lease obligations.
During the first nine months of 1997, AIGFP decreased the aggregate
principal amount outstanding of its notes and bonds payable to $4.11 billion, a
net decrease of $1.13 billion and increased its net GIA borrowings by $1.56
billion. AIGFP uses the proceeds from the issuance of notes and bonds to invest
in a segregated portfolio of securities available for sale. Funds received from
GIA borrowings are invested in a diversified portfolio of securities and
derivative transactions. (See also the discussions under "Operational Review",
"Liquidity" and "Derivatives" herein.)
AIG Funding, Inc. (Funding), through the issuance of commercial paper,
fulfills the short-term cash requirements of AIG and its subsidiaries. Funding
intends to continue to meet AIG's funding requirements through the issuance of
commercial paper guaranteed by AIG. This issuance of Funding's commercial paper
is subject to the approval of AIG's Board of Directors. ILFC and A.I. Credit
Corp. (AICCO) issue commercial paper for the funding of their own operations.
AIG does not guarantee AICCO's or ILFC's commercial paper. However, AIG has
entered into an agreement in support of AICCO's commercial paper. From time to
time, AIGFP may issue commercial paper, which AIG guarantees, to fund its
operations. At September 30, 1997, AIGFP had no commercial paper outstanding.
(See also the discussion under "Derivatives" herein.)
AIG and Funding have entered into two syndicated revolving credit
facilities (the Facilities) aggregating $1 billion. The Facilities consist of a
$500 million 364 day revolving credit facility and a $500 million five year
revolving credit facility. The Facilities can be used for general corporate
purposes and also provide backup for AIG's commercial paper programs
administered by Funding. There are currently no borrowings outstanding under
either of the Facilities, nor were any borrowings outstanding as of September
30, 1997.
ILFC increased the aggregate principal amount outstanding of its medium
term and term notes to $7.07 billion at September 30, 1997, a net increase of
$1.01 billion, and recorded a net decline in its capital lease obligations of
$62.6 million and a net increase in its commercial paper of $50.2 million at
that date. At October 31, 1997, ILFC had $610 million aggregate principal amount
of debt securities registered for issuance from time to time. The cash used to
purchase flight equipment, including progress payments during the construction
phase, is primarily derived from the proceeds of ILFC's debt financings. The
primary sources for the repayment of this debt and the interest expense thereon
are the cash flow from operations, proceeds from the sale of flight equipment
and the rollover of prior debt. (See also the discussions under "Operational
Review" and "Liquidity" herein.)
During the first nine months of 1997, AIG issued $100 million principal
amount of Medium Term Notes, Series E (2 1/4% Cash Exchangeable Equity-Linked
Notes Due July 30, 2004) and no previously issued notes matured. At September
30, 1997, AIG had $547 million aggregate principal amount of debt securities
registered for issuance from time to time.
AIG's capital funds have increased $1.82 bil-
lion in the first nine months of 1997. Unrealized appreciation of investments,
net of taxes increased $167.5 million, primarily as a result of the effect of
declining interest rates on the market value of the bonds available for sale
portfolio. During the first
16
<PAGE> 18
nine months of 1997, the cumulative translation adjustment loss, net of taxes,
increased $404.0 million and retained earnings increased $1.67 billion,
resulting from net income less dividends.
During the period from January 1, 1997 through October 31, 1997, AIG
repurchased in the open market 4.59 million shares of its common stock at a cost
of $387.1 million. AIG intends to continue to buy its common shares in the open
market from time to time and to satisfy its obligations under various employee
benefit plans through such purchases.
Payments of dividends to AIG by its insurance subsidiaries are subject to
certain restrictions imposed by statutory authorities. AIG has in the past
reinvested most of its unrestricted earnings in its operations and believes such
continued reinvestment in the future will be adequate to meet any foreseeable
capital needs. However, AIG may choose from time to time to raise additional
funds through the issuance of additional securities. At September 30, 1997,
there were no significant statutory or regulatory issues which would impair
AIG's financial condition, results of operations or liquidity. (See also the
discussion under "Liquidity" herein.)
In 1989, the National Association of Insurance Commissioners (NAIC) adopted
the "NAIC Solvency Policing Agenda for 1990". Included in this agenda was the
development of Risk-Based Capital (RBC) requirements. RBC relates an individual
insurance company's statutory surplus to the risk inherent in its overall
operations.
At December 31, 1996, the adjusted capital of each of AIG's domestic
general companies and of each of AIG's domestic life companies exceeded each of
their RBC standards by considerable margins. There has been no significant
change through September 30, 1997.
A substantial portion of AIG's general insurance business and a majority of
its life insurance business is carried on in foreign countries. The degree of
regulation and supervision in foreign jurisdictions varies from minimal in some
to stringent in others. Generally, AIG, as well as the underwriting companies
operating in such jurisdictions, must satisfy local regulatory requirements.
To AIG's knowledge, no AIG company is on any regulatory or similar "watch
list".
LIQUIDITY
At September 30, 1997, AIG's consolidated invested assets included approximately
$2.34 billion of cash and short-term investments. Consolidated net cash provided
from operating activities in the first nine months of 1997 amounted to
approximately $2.74 billion.
Management believes that AIG's liquid assets, its net cash provided by
operations, and access to the capital markets will enable it to meet any
foreseeable cash requirements.
AIG's liquidity is primarily derived from the operating cash flows of its
general and life insurance operations.
The liquidity of the combined insurance operations is derived both
domestically and abroad. The combined insurance pre-tax operating cash flow is
derived from two sources, underwriting operations and investment operations. In
the aggregate, AIG's insurance operations generated over $5 billion in pre-tax
cash flow during the first nine months of 1997. Cash flow includes periodic
premium collections, including policyholders' contract deposits, paid loss
recoveries less reinsurance premiums, losses, benefits, acquisition and
operating expenses. Generally, there is a time lag from when premiums are
collected and, when as a result of the occurrence of events specified in the
policy, the losses and benefits are paid. AIG's insurance investment operations
generated approximately $3.5 billion in investment income cash flow during the
first nine months of 1997. Investment income cash flow is primarily derived from
interest and dividends received and includes realized capital gains.
The combined insurance pre-tax operating cash flow coupled with the cash
and short-term investments of $1.86 billion provided the insurance operations
with a significant amount of liquidity during the first nine months of 1997.
This liquidity is available to purchase high quality and diversified fixed
income securities and to a lesser extent marketable equity securities and to
provide mortgage loans on real estate, policy loans and collateral loans. With
this liquidity coupled with proceeds of approximately $12.3 billion from the
maturities, sales and redemptions of fixed income securities and from the sale
of equity securities, AIG purchased approximately $15.1 billion of fixed income
securities and marketable equity securities during the first nine months of
1997.
17
<PAGE> 19
The following table is a summary of AIG's invested assets by significant
segment, including investment income due and accrued and real estate, at
September 30, 1997 and December 31, 1996:
(dollars in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 December 31, 1996
------------------------ --------------------------
INVESTED PERCENT Invested Percent
ASSETS OF TOTAL Assets of Total
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
General insurance $ 30,896,047 26.6% $ 28,786,140 26.5%
Life insurance 40,561,308 34.9 38,491,870 35.4
Financial services 44,048,373 37.9 40,938,871 37.7
Other 688,112 0.6 401,248 0.4
- ------------------------------------------------------------------------------------------------------------------------
Total $116,193,840 100.0% $108,618,129 100.0%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The following tables summarize the composition of AIG's insurance invested
assets by insurance segment, including investment income due and accrued and
real estate, at September 30, 1997 and December 31, 1996:
(dollars in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT DISTRIBUTION
PERCENT -------------------
SEPTEMBER 30, 1997 GENERAL LIFE TOTAL OF TOTAL DOMESTIC FOREIGN
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fixed Maturities:
Available for sale, at market value(a) $11,029,897 $27,535,984 $38,565,881 54.0% 36.4% 63.6%
Held to maturity, at amortized cost(b) 12,881,185 -- 12,881,185 18.0 100.0 --
Equity securities, at market value(c) 3,377,536 2,550,767 5,928,303 8.3 37.1 62.9
Mortgage loans on real estate, policy
and
collateral loans 50,727 6,414,205 6,464,932 9.0 42.3 57.7
Short-term investments, including time
deposits, and cash 579,002 1,279,301 1,858,303 2.6 13.3 86.7
Real estate 401,054 901,296 1,302,350 1.8 17.6 82.4
Investment income due and accrued 535,085 815,027 1,350,112 1.9 44.4 55.6
Other invested assets 2,041,561 1,064,728 3,106,289 4.4 57.9 42.1
- ---------------------------------------------------------------------------------------------------------------------------
Total $30,896,047 $40,561,308 $71,457,355 100.0% 48.6% 51.4%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a)Includes $628,485 of bonds trading securities, at market value.
(b)Includes $239,663 of preferred stock, at amortized cost.
(c)Includes $93,570 of preferred stock, at market value.
(dollars in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percent Distribution
Percent ------------------
December 31, 1996 General Life Total of Total Domestic Foreign
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fixed Maturities:
Available for sale, at market value(a) $ 9,713,937 $26,058,027 $35,771,964 53.2% 34.6% 65.4%
Held to maturity, at amortized cost(b) 12,736,225 -- 12,736,225 18.9 100.0 --
Equity securities, at market value(c) 3,265,756 2,608,309 5,874,065 8.7 33.9 66.1
Mortgage loans on real estate, policy
and
collateral loans 50,578 6,224,878 6,275,456 9.3 43.1 56.9
Short-term investments, including time
deposits, and cash 605,363 1,002,060 1,607,423 2.4 19.3 80.7
Real estate 409,808 843,933 1,253,741 1.9 18.2 81.8
Investment income due and accrued 493,338 697,891 1,191,229 1.8 44.4 55.6
Other invested assets 1,511,135 1,056,772 2,567,907 3.8 51.6 48.4
- ---------------------------------------------------------------------------------------------------------------------------
Total $28,786,140 $38,491,870 $67,278,010 100.0% 47.9% 52.1%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a)Includes $364,069 of bonds trading securities, at market value.
(b)Includes $477,247 of preferred stock, at amortized cost.
(c)Includes $46,732 of preferred stock, at market value.
With respect to fixed maturities, AIG's general strategy is to invest in
high quality securities while maintaining diversification to avoid significant
exposure to issuer, industry and/or country concentrations.
At September 30, 1997, approximately 52.3 percent of the fixed maturity
investments were domestic securities. Approximately 41 percent of such domestic
securities were rated AAA. Approximately seven percent were below investment
grade or not rated.
A significant portion of the foreign insurance fixed income portfolio is
rated by Moody's, Standard & Poor's (S&P) or similar foreign services.
18
<PAGE> 20
Similar credit quality rating services are not available in all overseas
locations. AIG annually reviews the credit quality of the foreign portfolio
nonrated fixed income investments, including mortgages. At September 30, 1997,
approximately 31 percent of the foreign fixed income investments were either
rated AAA or, on the basis of AIG's internal analysis were equivalent from a
credit standpoint to securities so rated. Approximately seven percent were below
investment grade or not rated at that date.
Although AIG's fixed income insurance portfolios contain only minor amounts
of securities below investment grade, any fixed income security may be subject
to downgrade for a variety of reasons subsequent to any balance sheet date.
There have been no significant downgrades as at November 1, 1997.
At September 30, 1997, approximately five percent of the fixed maturities
portfolio was Collateralized Mortgage Obligations (CMOs), including minor
amounts with respect to Commercial Mortgage Backed Securities. All of the CMOs
were investment grade and approximately 63 percent of the CMOs were backed by
various U.S. government agencies. Thus, credit risk was minimal. CMOs are
exposed to interest rate risk as the duration and ultimate realized yield would
be affected by the accelerated prepayments of the underlying mortgages. There
were no interest only or principal only CMOs.
When permitted by regulatory authorities and when deemed necessary to
protect insurance assets, including invested assets, from currency risk and
interest rate risk, AIG and its insurance subsidiaries enter into derivative
transactions as end users. To date, such activities have been minor. (See also
the discussion under "Derivatives" herein.)
Mortgage loans on real estate, policy and collateral loans comprised 9.0
percent of AIG's insurance invested assets at September 30, 1997. AIG's
insurance operations' holdings of real estate mortgages amounted to $2.58
billion of which 34.1 percent was domestic. At September 30, 1997, no domestic
mortgages and only a nominal amount of foreign mortgages were in default. At
September 30, 1997, AIG's insurance holdings of collateral loans amounted to
$843.7 million, all of which were foreign. It is AIG's practice to maintain a
maximum loan to value ratio of 75 percent at loan origination. AIG's policy
loans increased from $3.00 billion at December 31, 1996 to $3.04 billion at
September 30, 1997.
Short-term investments represent amounts invested in various internal and
external money market funds, time deposits and cash held.
AIG's real estate investment properties are primarily occupied by AIG's
various operations. The current market value of these properties considerably
exceeds their carrying value.
Other invested assets were primarily comprised of both foreign and domestic
private placements, limited partnerships and outside managed funds.
In certain jurisdictions, significant regulatory and/or foreign
governmental barriers exist which may not permit the immediate free flow of
funds between insurance subsidiaries or from the insurance subsidiaries to AIG
parent. These barriers generally cause only minor delays in the outward
remittance of the funds.
19
<PAGE> 21
The following table is a summary of the composition of AIG's financial
services invested assets at September 30, 1997 and December 31, 1996. (See also
the discussions under "Operational Review," "Capital Resources" and
"Derivatives" herein.)
(dollars in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------------------------- -------------------------
INVESTED PERCENT Invested Percent
ASSETS OF TOTAL Assets of Total
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Flight equipment primarily under operating leases, net of
accumulated depreciation $15,199,781 34.5% $13,808,660 33.7%
Unrealized gain on interest rate and currency swaps,
options and forward transactions 7,853,575 17.8 6,906,012 16.9
Securities available for sale, at market value 7,742,935 17.6 9,785,909 23.9
Trading securities, at market value 2,339,416 5.3 2,357,812 5.7
Securities purchased under agreements to resell, at
contract value 2,065,397 4.7 1,642,591 4.0
Trading assets 6,044,710 13.7 3,793,433 9.3
Spot commodities, at market value 471,153 1.1 204,705 0.5
Other, including short-term investments 2,331,406 5.3 2,439,749 6.0
- -----------------------------------------------------------------------------------------------------------------------
Total $44,048,373 100.0% $40,938,871 100.0%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
As previously discussed, the cash used for the purchase of flight equipment
is derived primarily from the proceeds of ILFC's debt financing. The primary
sources for the repayment of this debt and the interest expense thereon are the
cash flow from operations, proceeds from the sale of flight equipment and the
rollover of prior debt. During the first nine months of 1997, ILFC acquired
flight equipment costing $2.80 billion.
AIGFP's derivative transactions are carried at market value or at estimated
fair value when market prices are not readily available. AIGFP reduces its
economic risk exposure through similarly valued offsetting transactions
including swaps, trading securities, options, forwards and futures. The
estimated fair values of these transactions represent assessments of the present
value of expected future cash flows. These transactions are exposed to liquidity
risk if AIGFP were to sell or close out the transactions prior to maturity. AIG
believes that the impact of any such limited liquidity would not be significant
to AIG's financial condition or its overall liquidity. (See also the discussion
under "Derivatives" herein.)
Securities available for sale, at market value and securities purchased
under agreements to resell are purchased with the proceeds of AIGFP's GIA
financings and other long and short-term borrowings. The proceeds from the
disposal of securities available for sale and securities purchased under
agreements to resell have been used to fund the maturing GIAs or other AIGFP
financing. (See also the discussion under "Capital Resources" herein.)
Securities available for sale is mainly a portfolio of debt securities,
where the individual securities have varying degrees of credit risk. At
September 30, 1997, the average credit rating of this portfolio was AA or the
equivalent thereto as determined through rating agencies or internal review. At
that date, AIGFP has also entered into credit derivative transactions to hedge
its credit risk associated with $279 million of these securities. There were no
securities deemed below investment grade. There have been no significant
downgrades through November 1, 1997. Securities purchased under agreements to
resell are treated as collateralized transactions. AIGFP takes possession of or
obtains a security interest in securities purchased under agreements to resell.
AIGFP further minimizes its credit risk by monitoring counterparty credit
exposure and, when AIGFP deems necessary, it requires additional collateral to
be deposited. Trading securities, at market value are marked to market daily and
are held to meet the short-term risk management objectives of AIGFP.
AIGTG conducts, as principal, market making and trading activities in
foreign exchange, interest rates, precious and base metals and natural gas and
other energy products. AIGTG owns inventories in the commodities in which it
trades and may reduce the exposure to market risk through the use of swaps,
forwards, futures and option contracts. AIGTG uses derivatives to manage the
economic exposure of its various trading positions and transactions from adverse
movements of interest rates, exchange rates and commodity prices. AIGTG supports
its trading activities largely through trading
20
<PAGE> 22
liabilities, unrealized losses on swaps, short-term borrowings and spot
commodities sold but not yet purchased. (See also the discussions under "Capital
Resources" and "Derivatives" herein.)
DERIVATIVES
Derivatives are financial arrangements among two or more parties whose returns
are linked to or "derived" from some underlying equity, debt, commodity or other
asset, liability, or index. Derivatives payments may be based on interest rates
and exchange rates and/or prices of certain securities, certain commodities, or
financial or commodity indices. The more significant types of derivative
arrangements in which AIG transacts are swaps, forwards, futures, options and
related instruments.
The most commonly used swaps are interest rate and currency swaps. An
interest rate swap is a contract between two parties to exchange interest rate
payments (typically a fixed interest rate versus a variable interest rate)
calculated on a notional principal amount for a specified period of time. The
notional amount is not exchanged. A currency swap is similar but the notional
amounts are different currencies which are typically exchanged at the
commencement and termination of the swap based upon negotiated exchange rates.
A futures or forward contract is a legal contract between two parties to
purchase or sell at a specified future date a specified quantity of a commodity,
security, currency, financial index or other instrument, at a specified price. A
futures contract is traded on an exchange, while a forward contract is executed
over the counter.
An option contract generally provides the option purchaser with the right
but not the obligation to buy or sell during a period of time or at a specified
date the underlying instrument at a set price. The option writer is obligated to
sell or buy the underlying item if the option purchaser chooses to exercise his
right. The option writer receives a nonrefundable fee or premium paid by the
option purchaser.
Derivatives are generally either negotiated over the counter contracts or
standardized contracts executed on an exchange. Standardized exchange traded
derivatives include futures and options which can be readily bought or sold over
recognized security or commodity exchanges and settled daily through such
clearing houses. Negotiated over the counter derivatives include forwards, swaps
and options. Over the counter derivatives are generally not traded like exchange
traded securities. However, in the normal course of business, with the agreement
of the original counterparty, these contracts may be terminated early or
assigned to another counterparty.
All significant derivatives activities are conducted through AIGFP and
AIGTG permitting AIG to participate in the derivatives dealer market acting
primarily as principal. In these derivative operations, AIG structures
agreements which generally allow its counterparties to enter into transactions
with respect to changes in interest and exchange rates, securities' prices and
certain commodities and financial or commodity indices. Generally, derivatives
are used by AIG's customers, such as corporations, financial institutions,
multinational organizations, sovereign entities, government agencies and
municipalities. For example, a futures, forward or option contract can be used
to protect the customers' assets or liabilities against price fluctuations.
The senior management of AIG defines the policies and establishes general
operating parameters for AIGFP and AIGTG. AIG's senior management has
established various oversight committees to review the various financial market,
operational and credit issues of AIGFP and AIGTG. The senior managements of
AIGFP and AIGTG report the results of their respective operations and review
future strategies with AIG's senior management.
AIG actively manages the exposures to limit potential losses, while
maximizing the rewards afforded by these business opportunities. In doing so,
AIG must manage a variety of exposures including credit, market, liquidity,
operational and legal risks.
Market risk principally arises from the uncertainty that future earnings
are exposed to potential changes in volatility, interest rates, foreign exchange
rates, and equity and commodity prices. AIG generally controls its exposure to
market risk by taking offsetting positions. AIG's philosophy with respect to its
financial services operations is to minimize or set limits for open or uncovered
positions that are to be carried. Credit risk exposure is separately managed.
(See the discussion on the management of credit risk below.)
AIG's Market Risk Management Department provides detailed independent
review of AIG's mar-
21
<PAGE> 23
ket exposures, particularly those market exposures of AIGFP and AIGTG. This
department determines whether AIG's market risks, as well as those market risks
of individual subsidiaries, are within the parameters established by AIG's
senior management. Well established market risk management techniques such as
value at risk and scenario analysis are used. Additionally, this department
verifies that specific market risks of each of certain subsidiaries are managed
and hedged by that subsidiary.
AIGFP does not seek to manage the market risk of each of its transactions
through an individual offsetting transaction. Rather, AIGFP takes a portfolio
approach to the management of its market risk exposure. AIGFP values its
portfolio at market value or estimated fair value when market values are not
readily available. These valuations represent an assessment of the present
values of expected future cash flows of AIGFP's transactions and may include
reserves for such risks as are deemed appropriate by AIGFP's and AIG's
management. AIGFP evaluates the portfolio's discounted cash flows with reference
to current market conditions, maturities within the portfolio and other relevant
factors. Based upon this evaluation, AIGFP determines what, if any, offsetting
transactions are necessary to reduce the market risk exposure of the portfolio.
The aforementioned estimated fair values are based upon the use of
valuation models. These models utilize, among other things, current interest,
foreign exchange and volatility rates. These valuation models are integrated
into the evaluation of the portfolio, as described above, in order to provide
timely information for the market risk management of the portfolio.
Additionally, depending upon the nature of interest rates and market
movements during the day, the system will produce reports for management's
consideration for intra-day offsetting positions. Overnight, the system
generates reports which recommend the types of offsets management should
consider for the following day. Additionally, AIGFP operates in major business
centers overseas and is essentially open for business 24 hours a day. Thus, the
market exposure and offset strategies are monitored, reviewed and coordinated
around the clock. Therefore, offsetting adjustments can be made as and when
necessary from any AIGFP office in the world.
As part of its monitoring and controlling of its exposure to market risk,
AIGFP applies various testing techniques which reflect potential market
movements. These techniques vary by currency and are regularly changed to
reflect factors affecting the derivatives portfolio. In addition to the daily
monitoring, AIGFP's senior management and local risk managers conduct a weekly
review of the derivatives portfolio and existing hedges. This review includes an
examination of the portfolio's risk measures, such as aggregate option
sensitivity to movements in market variables. AIGFP's management may change
these measures to reflect their judgment and evaluation of the dynamics of the
markets. This management group will also determine whether additional or
alternative action is required in order to manage the portfolio. AIG utilizes an
outside consultant to provide the managements of AIG and AIGFP with comfort that
the system produces representative values.
AIGTG's approach to managing market risk is to establish an appropriate
offsetting position to a particular transaction or group of transactions
depending upon the extent of market risk AIGTG wishes to reduce.
AIGTG's senior management has established positions and stop-loss limits
for each line of business. AIGTG's traders are required to maintain positions
within these limits. These positions are monitored during the day either
manually and/or through on-line computer systems. In addition, these positions
are reviewed by AIGTG's management. Reports which present each trading book's
position and the prior day's profit and loss are reviewed by traders, head
traders and AIGTG's senior management. Based upon these and other reports,
AIGTG's senior management determines whether to adjust AIGTG's risk profile.
AIGTG attempts to secure reliable current market prices, such as published
prices or third party quotes, to value its derivatives. Where such prices are
not available, AIGTG uses an internal methodology which includes interpolation
or extrapolation from verifiable prices nearest to the dates of the
transactions. The methodology may reflect interest and exchange rates, commodity
prices, volatility rates and other relevant factors.
A significant portion of AIGTG's business is transacted in liquid markets.
Certain of AIGTG's derivative product exposures are evaluated using simulation
techniques which consider such factors as changes in currency and commodity
prices, interest rates, volatility levels and the effect of time.
22
<PAGE> 24
Though not indicative of the future, past volatile market scenarios have
represented profit opportunities for AIGTG.
The gross unrealized gains and gross unrealized losses of AIGFP and AIGTG
included in the financial services assets and liabilities at September 30, 1997
were as follows:
(in thousands)
- ------------------------------------------------------
<TABLE>
<CAPTION>
GROSS GROSS BALANCE
UNREALIZED UNREALIZED SHEET
GAINS LOSSES AMOUNT
- ------------------------------------------------------
<S> <C> <C> <C>
Securities
available for
sale, at market
value $ 225,070 $ 216,384 $7,742,935
Unrealized
gain/loss on
interest rate
and currency
swaps, options
and forward
transactions(a)(b) 7,853,575 5,146,522 --
Trading
securities, at
market value -- -- 2,339,416
Trading assets 7,714,982 5,293,914 6,044,710
Spot commodities,
at market value -- 48,492 471,153
Trading
liabilities -- 3,107,014 4,887,581
Securities and
spot commodities
sold but not yet
purchased, at
market value 186,771 -- 4,001,156
- ------------------------------------------------------
</TABLE>
(a)These amounts are also presented as the respective balance sheet amounts.
(b)At September 30, 1997, AIGTG's net replacement values with respect to
interest rate and currency swaps were $412.9 million.
The interest rate risk on securities available for sale, at market, is
managed by taking offsetting positions on a security by security basis, thereby
offsetting a significant portion of the unrealized appreciation or depreciation.
At September 30, 1997, the unrealized gains and losses remaining after benefit
of the offsets were $12.7 million and $4.0 million, respectively.
AIGFP carries its derivatives at market or estimated fair value, whichever
is appropriate. Because of limited liquidity of certain of these instruments,
the recorded estimated fair values of these derivatives may be different than
the values that might be realized if AIGFP were to sell or close out the
transactions prior to maturity. (See also the discussions under "Operational
Review: Financial Services" and "Liquidity" herein.)
Trading securities, at market value, and securities and spot commodities
sold but not yet purchased, at market value are marked to market daily with the
unrealized gain or loss being recognized in income at that time. These
securities are held to meet the short-term risk management objectives of AIGFP
and AIGTG.
AIGTG conducts, as principal, market making and trading activities in
foreign exchange, interest rates, precious and base metals and natural gas and
other energy products. AIGTG owns inventories in the commodities in which it
trades. These inventories are carried at market and may be substantially hedged.
AIGTG uses derivatives to manage the economic exposure of its various trading
positions and transactions from adverse movements in interest rates, exchange
rates and commodity prices. (See also the discussions under "Operational Review:
Financial Services" and "Liquidity" herein.)
A counterparty may default on any obligation to AIG, including a derivative
contract. Credit risk is a consequence of extending credit and/or carrying
trading and investment positions. Credit risk exists for a derivative contract
when that contract has an estimated positive fair value. To help manage this
risk, the credit departments of AIGFP and AIGTG operate within the guidelines of
the AIG Credit Risk Committee, which sets credit policy and limits for
counterparties and provides limits for derivative transactions with
counterparties having different credit ratings. In addition to credit ratings,
this committee takes into account other factors, including the industry and
country of the counterparty. Transactions which fall outside these
pre-established guidelines require the approval of the AIG Credit Risk
Committee. It is also AIG's policy to establish reserves for potential credit
impairment when necessary.
AIGFP and AIGTG determine the credit quality of each of their
counterparties taking into account credit ratings assigned by recognized
statistical rating organizations. If it is determined that a counterparty
requires credit enhancement, then one or more enhancement techniques will be
used. Examples of such enhancement techniques include letters of credit,
guarantees, collateral credit triggers and credit derivatives and margin
agreements.
A significant majority of AIGFP's transactions are contracted and
documented under ISDA Master Agreements that provide for legally enforceable
set-off and close out netting of exposures in the
23
<PAGE> 25
event of default. Under such agreements, in connection with the early
termination of a transaction, AIGFP is permitted to set-off its receivables from
a counterparty against AIGFP's payables to that same counterparty arising out of
all included transactions. Excluding regulated exchange transactions, AIGTG,
whenever possible, enters into netting agreements with its counterparties which
are similar in effect to those discussed above.
The following tables provide the notional and contractual amounts of
AIGFP's and AIGTG's derivatives portfolio at September 30, 1997 and December 31,
1996.
The notional amounts used to express the extent of AIGFP's and AIGTG's
involvement in swap transactions represent a standard of measurement of the
volume of AIGFP's and AIGTG's swaps business. Notional amount is not a
quantification of market risk or credit risk and it may not necessarily be
recorded on the balance sheet. Notional amounts represent those amounts used to
calculate contractual cash flows to be exchanged and are not paid or received,
except for certain contracts such as currency swaps.
The timing and the amount of cash flows relating to AIGFP's and AIGTG's
foreign exchange forwards and exchange traded futures and options contracts are
determined by each of the respective contractual agreements.
The net replacement value most closely represents the net credit risk to
AIGFP or the maximum amount exposed to potential loss after the application of
the aforementioned strategies, ISDA Master Agreements and collateral held.
The following table presents AIGFP's derivatives portfolio by maturity and
type of derivative at September 30, 1997 and December 31, 1996:
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
REMAINING LIFE
---------------------------------------------------
ONE TWO THROUGH SIX THROUGH AFTER TEN TOTAL TOTAL
YEAR FIVE YEARS TEN YEARS YEARS 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest rate, currency and
equity/commodity swaps and swaptions:
Notional amount:
Interest rate swaps $58,300,600 $79,481,400 $45,723,800 $10,364,400 $193,870,200 $165,771,800
Currency swaps 12,581,400 18,735,800 11,149,500 4,222,600 46,689,300 39,182,900
Equity/commodity swaps 20,900 16,600 29,200 50,000 116,700 103,600
Swaptions 630,200 1,444,500 1,556,000 630,900 4,261,600 5,617,700
- ------------------------------------------------------------------------------------------------------------------
Total $71,533,100 $99,678,300 $58,458,500 $15,267,900 $244,937,800 $210,676,000
- ------------------------------------------------------------------------------------------------------------------
Futures and forward contracts:
Exchange traded futures
contracts
contractual amount $ 3,498,200 -- -- -- $ 3,498,200 $ 6,867,300
- ------------------------------------------------------------------------------------------------------------------
Over the counter forward
contracts
contractual amount $ 6,830,800 -- -- -- $ 6,830,800 $ 5,952,200
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
24
<PAGE> 26
AIGFP determines counterparty credit quality by reference to ratings from
independent rating agencies or internal analysis. At September 30, 1997 and
December 31, 1996, the counterparty credit quality by derivative product with
respect to the net replacement value of AIGFP's derivatives portfolio was as
follows:
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET REPLACEMENT VALUE
-----------------------------
SWAPS AND FUTURES AND TOTAL Total
SWAPTIONS FORWARD CONTRACTS 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Counterparty credit quality:
AAA $1,677,247 $ -- $1,677,247 $1,732,315
AA 1,995,479 16,442 2,011,921 2,021,878
A 2,800,589 415 2,801,004 1,461,063
BBB 891,167 456 891,623 1,150,420
Below investment grade 38,308 -- 38,308 26,293
- ------------------------------------------------------------------------------------------------------------------
Total $7,402,790 $17,313 $7,420,103 $6,391,969
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
At September 30, 1997 and December 31, 1996, the counterparty breakdown by
industry with respect to the net replacement value of AIGFP's derivatives
portfolio was as follows:
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET REPLACEMENT VALUE
-----------------------------
SWAPS AND FUTURES AND TOTAL Total
SWAPTIONS FORWARD CONTRACTS 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Non-U.S. banks $2,364,426 $12,806 $2,377,232 $2,330,481
Insured municipalities 665,002 -- 665,002 656,373
U.S. industrials 984,972 -- 984,972 894,942
Governmental 464,882 4,073 468,955 894,284
Non-U.S. financial service companies 51,472 -- 51,472 34,383
Non-U.S. industrials 934,356 -- 934,356 497,839
Special purpose 770,577 -- 770,577 121,137
U.S. banks 416,235 -- 416,235 251,641
U.S. financial service companies 594,471 434 594,905 534,965
Supranationals 156,397 -- 156,397 175,924
- ------------------------------------------------------------------------------------------------------------------
Total $7,402,790 $17,313 $7,420,103 $6,391,969
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
The following tables provide the contractual and notional amounts of
AIGTG's derivatives portfolio at September 30, 1997 and December 31, 1996. In
addition, the estimated positive fair values associated with the derivatives
portfolio are also provided and include a maturity profile for the September 30,
1997 balances based upon the expected timing of the future cash flows.
The gross replacement values presented represent the sum of the estimated
positive fair values of all of AIGTG's derivatives contracts at September 30,
1997 and December 31, 1996. These values do not represent the credit risk to
AIGTG.
Net replacement values presented represent the net sum of estimated
positive fair values after the application of legally enforceable master
closeout netting agreements and collateral held. The net replacement values most
closely represent the net credit risk to AIGTG or the maximum amount exposed to
potential loss.
25
<PAGE> 27
The following tables present AIGTG's derivatives portfolio and the
associated credit exposure, if applicable, by maturity and type of derivative at
September 30, 1997 and December 31, 1996:
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
REMAINING LIFE
--------------------------------------------------
ONE TWO THROUGH SIX THROUGH AFTER TEN TOTAL TOTAL
YEAR FIVE YEARS TEN YEARS YEARS 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Contractual amount of futures,
forwards and options:
Exchange traded futures and
options $ 17,595,453 $3,038,726 $ 58,135 $ -- $ 20,692,314 $ 17,004,692
- ------------------------------------------------------------------------------------------------------------------
Forwards $253,535,640 $12,550,473 $1,819,409 $ 28,507 $267,934,029 $216,775,766
- ------------------------------------------------------------------------------------------------------------------
Over the counter purchased
options $ 42,957,810 $9,242,723 $1,127,956 $ -- $ 53,328,489 $ 27,377,217
- ------------------------------------------------------------------------------------------------------------------
Over the counter sold options(a) $ 45,552,100 $7,923,228 $ 806,072 $ -- $ 54,281,400 $ 31,049,529
- ------------------------------------------------------------------------------------------------------------------
Notional amount:
Interest rate swaps and forward
rate agreements $ 59,130,282 $16,327,763 $1,557,731 $ -- $ 77,015,776 $ 66,306,480
Currency swaps 1,205,250 4,582,257 924,383 300,661 7,012,551 5,853,194
- ------------------------------------------------------------------------------------------------------------------
Total $ 60,335,532 $20,910,020 $2,482,114 $300,661 $ 84,028,327 $ 72,159,674
- ------------------------------------------------------------------------------------------------------------------
Credit Exposure:
Futures, forwards and purchased
options contracts and interest
rate and currency swaps:
Gross replacement value $ 8,213,460 $1,339,342 $ 285,857 $ 15,453 $ 9,854,112 $ 7,489,766
Master netting arrangements (4,995,209) (501,405) (112,853) (12,819) (5,622,286) (3,872,291)
Collateral (67,721) (48,619) (12,696) -- (129,036) (149,347)
- ------------------------------------------------------------------------------------------------------------------
Net replacement value (b) $ 3,150,530 $ 789,318 $ 160,308 $ 2,634 $ 4,102,790 $ 3,468,128
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Sold options obligate AIGTG to buy or sell the underlying item if the option
purchaser chooses to exercise. The amounts do not represent credit
exposures.
(b) The net replacement values with respect to exchange traded futures and
options, forward contracts and purchased over the counter options are
presented as a component of trading assets in the accompanying balance
sheet. The net replacement values with respect to interest rate and currency
swaps are presented as a component of unrealized gain on interest rate and
currency swaps, options and forward transactions in the accompanying balance
sheet.
26
<PAGE> 28
AIGTG determines counterparty credit quality by reference to ratings from
independent rating agencies or internal analysis. At September 30, 1997 and
December 31, 1996, the counterparty credit quality and counterparty breakdown by
industry with respect to the net replacement value of AIGTG's derivatives
portfolio was as follows:
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET REPLACEMENT VALUE
-----------------------------
1997 1996
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Counterparty credit quality:
AAA $ 441,517 $ 447,236
AA 1,317,752 1,075,713
A 1,408,542 1,133,332
BBB 457,897 518,485
Below investment grade 141,152 115,810
Not externally rated, including exchange traded futures and options* 335,930 177,552
- ---------------------------------------------------------------------------------------------------------------------
Total $4,102,790 $3,468,128
- ---------------------------------------------------------------------------------------------------------------------
Counterparty breakdown by industry:
Non-U.S. banks $1,425,199 $1,269,399
U.S. industrials 644,135 761,634
Governmental 105,174 121,278
Non-U.S. financial service companies 373,897 186,476
Non-U.S. industrials 198,896 192,669
U.S. banks 502,566 309,154
U.S. financial service companies 516,993 449,966
Exchanges* 335,930 177,552
- ---------------------------------------------------------------------------------------------------------------------
Total $4,102,790 $3,468,128
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
* Exchange traded futures and options are not deemed to have significant credit
exposure as the exchanges guarantee that every contract will be properly
settled on a daily basis.
Generally, AIG manages and operates its businesses in the currencies of the
local operating environment. Thus, exchange gains or losses occur when AIG's
foreign currency net investment is affected by changes in the foreign exchange
rates relative to the U.S. dollar from one reporting period to the next.
As an end user, AIG and its subsidiaries, including its insurance
subsidiaries, use derivatives to aid in managing AIG's foreign exchange
translation exposure. Derivatives may also be used to minimize certain exposures
with respect to AIG's debt financing and insurance investment operations; to
date, such activities have been minor.
AIG, through its Foreign Exchange Operating Committee, evaluates its
worldwide consolidated net asset or liability positions and manages AIG's
translation exposure to adverse movement in currency exchange rates. AIG may use
forward exchange contracts and purchase options where the cost of such is
reasonable and markets are liquid to reduce these exchange translation
exposures. The exchange gain or loss with respect to these hedging instruments
is recorded on an accrual basis as a component of the cumulative translation
adjustment account in capital funds. AIG's largest currency net investments have
had historically stable exchange rates with respect to the U.S. dollar.
Management of AIG's liquidity profile is designed to ensure that even under
adverse conditions AIG is able to raise funds at the most economical cost to
fund maturing liabilities and capital and liquidity requirements of its
subsidiaries. Sources of funds considered in meeting these objectives include
guaranteed investment agreements, issuance of long and short-term debt,
maturities and sales of securities available for sale, securities sold under
repurchase agreements, trading liabilities, securities and spot commodities
sold, not yet purchased, issuance of equity, and cash provided from operations.
AIG's strong capital position is integral to managing liquidity, as it enables
AIG to raise funds in diverse markets worldwide. (See also the discussions under
"Capital Resources" and "Liquidity" herein.)
Legal risk arises from the uncertainty of the enforceability, through legal
or judicial processes, of the obligations of AIG's clients and counterparties,
including contractual provisions intended to reduce credit exposure by providing
for the netting of mutual obligations. (See also the discussion on master
netting agreements above.) AIG seeks to eliminate or minimize such uncertainty
through continuous consultation with internal and external
27
<PAGE> 29
legal advisors, both domestically and abroad, in
order to understand the nature of legal risk, to improve documentation and to
strengthen transaction structure.
Over the counter derivatives are not transacted in an exchange traded
environment. The futures exchanges maintain considerable financial requirements
and surveillance to ensure the integrity of exchange traded futures and options.
ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive
Income" (FASB 130) and Statement of Financial Accounting Standards No. 131
"Disclosure about Segments of an Enterprise and Related Information" (FASB 131).
FASB 130 establishes standards for reporting comprehensive income and its
components in a full set of general purpose financial statements. FASB 130 is
effective for AIG as of January 1, 1998.
FASB 131 establishes standards for the way AIG reports information about
its operating segments in its annual financial statements and selected
information in its interim financial statements. FASB 131 establishes, where
practicable, standards with respect to geographic areas, among other things.
Certain descriptive information is also required. FASB 131 is effective for AIG
December 31, 1998, and earlier application is encouraged.
AIG is reviewing both FASB 130 and FASB 131. AIG has not determined if it
will adopt either or both prior to the aforementioned effective dates.
RECENT DEVELOPMENTS
In August 1997, AIG entered into an agreement to sell the capital stock of
AIG Trading Corporation, which constitutes the energy operations of AIGTG. It is
not anticipated that the sale of these operations will have any significant
impact on AIG. The transaction is subject to regulatory review and approval.
28
<PAGE> 30
PART II -- OTHER INFORMATION
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See accompanying Exhibit Index.
(b) There have been no reports on Form 8-K filed during the quarter ended
September 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC.
--------------------------------------
(Registrant)
s/s HOWARD I. SMITH
--------------------------------------
Howard I. Smith
Executive Vice President, Chief
Financial Officer and Comptroller
Dated: November 13, 1997
29
<PAGE> 31
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------ ---------------------------------------------------------------- ------------------
<S> <C> <C>
2 Plan of acquisition, reorganization, arrangement, liquidation or
succession...................................................... None
3(ii) By-laws of AIG.................................................. Filed herewith.
4 Instruments defining the rights of security holders, including
indentures...................................................... Not required to be
filed.
10 Material contracts.............................................. None
11 Statement re computation of per share earnings.................. Filed herewith.
12 Statement re computation of ratios.............................. Filed herewith.
15 Letter re unaudited interim financial information............... None
18 Letter re change in accounting principles....................... None
19 Report furnished to security holders............................ None
22 Published report regarding matters submitted to vote of security
holders......................................................... None
23 Consents of experts and counsel................................. None
24 Power of attorney............................................... None
27 Financial Data Schedule......................................... Provided herewith.
99 Additional exhibits............................................. None
</TABLE>
30
<PAGE> 1
EXHIBIT 3(ii)
AMENDED September 17, 1997
AMERICAN INTERNATIONAL GROUP, INC.
BY-LAWS
ARTICLE I
Stockholders
Section 1.1. Annual Meetings. An annual meeting of stockholders
shall be held for the election of directors at such date, time and place either
within or without the State of Delaware as may be designated by the Board of
Directors from time to time. Any other proper business may be transacted at the
annual meeting.
Section 1.2. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Chairman, a Vice
Chairman, if any, the President, if any, the Secretary or the Board of
Directors, to be held at such date, time and place either within or without the
State of Delaware as may be stated in the notice of the meeting. A special
meeting of stockholders shall be called by the Secretary upon the written
request, stating the purpose of the meeting, of stockholders who together own of
record twenty-five percent of the outstanding shares of each class of stock
entitled to vote at such meeting.
Section 1.3. Notice of Meetings. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
such meeting to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholder's address
as it appears on the records of the Corporation. No business other than that
stated in the notice shall be transacted at any special meeting without the
unanimous consent of all the stockholders entitled to vote thereat.
Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced
<PAGE> 2
at the meeting at which the adjournment is taken; provided, that if the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting.
Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of each class of stock
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum. In the absence of a quorum, the stockholders so
present may, by majority vote, adjourn the meeting from time to time in the
manner provided by Section 1.4 of these by-laws until a quorum shall attend.
Shares of its own capital stock belonging on the record date for the meeting to
the Corporation or to another corporation, if a majority of the shares entitled
to vote in the election of directors of such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the Corporation to vote stock, including but not limited to
its own stock, held by it in a fiduciary capacity.
Section 1.6. Organization. Meetings of stockholders shall be
presided over by the Chairman, or in the absence of the Chairman by a Vice
Chairman, if any, or in the absence of a Vice Chairman by the President, if any,
or in the absence of the President by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen at the meeting. The Secretary
shall act as secretary of the meeting, or in the absence of the Secretary an
Assistant Secretary shall so act, or in their absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.
Section 1.7. Classes or Series of Stock; Voting Proxies. For
purposes of this Article I, two or more classes or series of stock shall be
considered a single class if and to the extent that the holders thereof are
entitled to vote together as a single class at the meeting. Unless otherwise
provided in the certificate of incorporation, each stockholder entitled to vote
at any meeting of stockholders shall be entitled to one vote for each share of
stock held by such stockholder which has voting power upon the matter in
question. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period. A duly executed
2
<PAGE> 3
proxy shall be irrevocable if it states that it is irrevocable and if and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or another duly executed proxy bearing a later date
with the Secretary of the Corporation. Voting at meetings of stockholders need
not be by written ballot and need not be conducted by inspectors unless the
holders of a majority of the outstanding shares of all classes of stock entitled
to vote thereon present in person or by proxy at such meeting shall so
determine. At all meetings of stockholders for the election of directors a
plurality of the votes cast shall be sufficient to elect. With respect to other
matters, unless otherwise provided by law or by the certificate of incorporation
or these by-laws, the affirmative vote of the holders of a majority of the
shares of all classes of stock present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, provided that (except as otherwise required by law or by the
certificate of incorporation) the Board of Directors may require a larger vote
upon any such matter. Where a separate vote by class is required, the
affirmative vote of the holders of a majority of the shares of each class
present in person or represented by proxy at the meeting shall be the act of
such class, except as otherwise provided by law or by the certificate of
incorporation or these by-laws.
Section 1.8. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of any meeting, nor more
than sixty days prior to any other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board is necessary, shall be the day on which the first written consent
is expressed; and (3) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of
3
<PAGE> 4
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Section 1.9. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
Section 1.10. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the certificate of incorporation, any action required by
law to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
Section 1.11. Advance Notice of Stockholder Proposals. At any annual
or special meeting of stockholders, proposals by stockholders and persons
nominated for election as directors by stockholders shall be considered only if
advance notice thereof has been timely given as provided herein and such
proposals or nominations are otherwise proper for consideration under applicable
law and the certificate of incorporation and by-laws of the Corporation. Notice
of any proposal to be presented by any stockholder or of the name of any person
to be nominated by any stockholder for election as a director of the Corporation
at any meeting of stockholders shall be delivered to the Secretary of the
Corporation at its principal executive office not less than 60 nor more than 90
days prior to the date of the meeting; provided, however, that if the date of
the meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than 70 days prior to the date of the meeting, such advance
notice shall be given not more than ten days after such date is first so
4
<PAGE> 5
announced or disclosed. Public notice shall be deemed to have been given more
than 70 days in advance of the annual meeting if the Corporation shall have
previously disclosed, in these by-laws or otherwise, that the annual meeting in
each year is to be held on a determinable date, unless and until the Board
determines to hold the meeting on a different date. Any stockholder who gives
notice of any such proposal shall deliver therewith the text of the proposal to
be presented and a brief written statement of the reasons why such stockholder
favors the proposal and setting forth such stockholder's name and address, the
number and class of all shares of each class of stock of the Corporation
beneficially owned by such stockholder and any material interest of such
stockholder in the proposal (other than as a stockholder). Any stockholder
desiring to nominate any person for election as a director of the Corporation
shall deliver with such notice a statement in writing setting forth the name of
the person to be nominated, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such person, the information
regarding such person required by paragraphs (a), (e) and (f) of Item 401 of
Regulation S-K adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), such person's
signed consent to serve as a director of the Corporation if elected, such
stockholder's name and address and the number and class of all shares of each
class of stock of the Corporation beneficially owned by such stockholder. As
used herein, shares "beneficially owned" shall mean all shares as to which such
person, together with such person's affiliates and associates (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as well as all shares as to which such person, together with such
person's affiliates and associates, has the right to become the beneficial owner
pursuant to any agreement or understanding, or upon the exercise of warrants,
options or rights to convert or exchange (whether such rights are exercisable
immediately or only after the passage of time or the occurrence of conditions).
The person presiding at the meeting, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall
determine whether such notice has been duly given and shall direct that
proposals and nominees not be considered if such notice has not been given.
ARTICLE II
Board of Directors
Section 2.1. Powers; Number; Qualifications. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, except as may be otherwise provided by law or in the
certificate of incorporation.
5
<PAGE> 6
The Board shall consist of not less than seven nor more than 21 members, the
number thereof to be determined from time to time by the Board; provided,
however, that in determining the number of directors no account shall be taken
of any non-voting director, including any advisory or honorary director, that
may be elected from time to time by a majority of the Board of Directors. The
number of directors may be increased by amendment of these by-laws by the
affirmative vote of a majority of the directors then in office, although less
than a quorum, or by the affirmative vote of the holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon, and by like
vote the additional directors may be elected to hold office until the next
succeeding annual meeting of stockholders and until their respective successors
are elected and qualified or until their respective earlier resignations or
removals. Directors need not be stockholders.
Section 2.2. Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified or until his or her earlier resignation or removal. Any
director may resign at any time upon written notice to the Board of Directors or
to the Chairman or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, and no acceptance of such resignation
shall be necessary to make it effective. Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors; and any vacancy so
created may be filled by the holders of a majority of the shares then entitled
to vote at an election of directors. Whenever the holders of any class or series
of stock are entitled to elect one or more directors by the provisions of the
certificate of incorporation, the provisions of the preceding sentence shall
apply, in respect to the removal without cause of a director or directors so
elected, to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole. Unless
otherwise provided in the certificate of incorporation or these by-laws,
vacancies (other than any vacancy created by removal of a director by
shareholder vote) and newly created directorships resulting from any increase in
the authorized number of directors elected by all of the stockholders having the
right to vote as a single class or from any other cause may be filled by a
majority of the directors then in office, although less than a quorum, or by the
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may, unless otherwise provided in the
certificate of incorporation, be
6
<PAGE> 7
filled by a majority of the directors elected by such class or classes or series
thereof then in office, or by the sole remaining director so elected.
Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.
Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman or by the Secretary on the written
request of any two directors. Reasonable notice thereof shall be given by the
person calling the meeting.
Section 2.5. Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the certificate of incorporation or
these by-laws, members of the Board of Directors, or any committee designated by
the Board, may participate in a meeting of the Board or of such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this by-law shall
constitute presence in person at such meeting.
Section 2.6. Quorum; Vote Required for Action. At all meetings of
the Board of Directors a majority of the entire Board shall constitute a quorum
for the transaction of business. The vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board unless
the certificate of incorporation or these by-laws shall require a vote of a
greater number. In case at any meeting of the Board a quorum shall not be
present, a majority of the members of the Board present may adjourn the meeting
from time to time until a quorum shall attend, and notice need not be given of
any such adjourned meeting if the time and place thereof are announced at the
meeting at which adjournment is taken.
Section 2.7. Organization. Meetings of the Board of Directors shall
be presided over by the Chairman, or in the absence of the Chairman by a Vice
Chairman, if any, or in the absence of a Vice Chairman by the President, if any,
or in their absence by a chairman chosen at the meeting. The Secretary, or in
the absence of the Secretary an Assistant Secretary, shall act as secretary of
the meeting, but in the absence of the Secretary and any Assistant Secretary the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
7
<PAGE> 8
Section 2.8. Action by Directors Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.
Section 2.9. Compensation of Directors. The Board of Directors
shall have the authority to fix the compensation of directors.
ARTICLE III
Committees
Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
permitted by applicable law and provided in the resolution of the Board or in
these by-laws, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
stated in these by-laws or as may be determined from time to time by resolution
adopted by the Board of Directors. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors when required.
If the committee is for the purpose of managing the business of a division of
the Corporation, at the option of the Board of Directors and provided that two
directors serve on such committee, one or more of the members of the committee
may be an officer or officers or employee or employees of the Corporation or a
subsidiary thereof who are not directors, provided further that neither the
quorum nor any action of the committee shall be determined by the presence or
vote of any such member who is not a director.
The Executive Committee, if one shall be designated, to the extent
permitted by applicable law shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may
8
<PAGE> 9
authorize the seal of the Corporation to be affixed to all papers which may
require it. Except as otherwise provided from time to time in resolutions passed
by a majority of the whole Board of Directors, the powers and authority of the
Executive Committee shall include the power and authority to declare a dividend
on stock, to authorize the issuance of stock and to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law.
The Audit Committee, if one shall be designated, shall be composed
of at least three directors, all of whom shall be persons who are not officers
or employees of the Corporation or any of its parents or affiliates. Such
Committee shall have the duty to advise the Board of Directors and the officers
generally in matters relating to audits of the records of account of the
Corporation and its subsidiaries. Such Committee shall recommend to the Board of
Directors the nomination of the independent public accountants for the ensuing
fiscal year, shall meet from time to time with the independent public
accountants to review the scope of any proposed audit and to review the
financial statements of the Corporation and its subsidiaries and the public
accountants' certificate relating thereto, and may also meet with such internal
auditors as may be employed by the Corporation or its subsidiaries.
The Finance Committee, if one shall be designated, shall direct the
financial and investment policy of the Corporation. Subject to the control of
the Board of Directors, it shall have power to invest and reinvest the assets of
the Corporation in such securities or other property as it may elect and to
change such investments at such time or times as it may deem proper, all subject
to the requirements of law, and to assist, counsel and advise the Finance and
Investment Committees of the Corporation's subsidiaries. All action taken by the
Finance Committee shall be reported to the Board at its meeting next succeeding
such action.
Section 3.2. Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board may adopt, amend and
repeal rules for the conduct of its business. In the absence of a provision by
the Board or a provision in the rules of such committee to the contrary, a
majority of the members of such committee shall constitute a quorum for the
transaction of business, the vote of a majority of the members present at a
meeting at the time of such vote if a quorum is then present shall be the act of
such committee, and in other respects each committee shall conduct its business
in the same manner as the Board conducts its business pursuant to Article II of
these by-laws.
9
<PAGE> 10
ARTICLE IV
Officers
Section 4.1. Officers; Election. As soon as practicable after the
annual meeting of stockholders in each year, the Board of Directors shall elect
a Chairman and a Secretary, and it may, if it so determines, elect one or more
Vice Chairman and a President. The Board may also elect one or more Vice
Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other
officers as the Board may deem desirable or appropriate and may give any of them
such further designations or alternate titles as it considers desirable.
Any number of offices may be held by the same person.
Section 4.2. Term of Office; Resignation; Removal; Vacancies. Except
as otherwise provided in the resolution of the Board of Directors electing any
officer each officer shall hold office until the first meeting of the Board
after the annual meeting of stockholders next succeeding his or her election,
and until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Board or to the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, and no acceptance
of such resignation shall be necessary to make it effective. The Board may
remove any officer with or without cause at any time. Any such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board at any regular or special meeting.
Section 4.3. Chairman. The Chairman shall preside at all meetings of
the Board of Directors and of the stockholders at which he or she shall be
present. The Chairman shall be the chief executive officer and shall have
general charge and supervision of the business of the Corporation and, in
general, shall perform all duties incident to the office of chairman of a
corporation and such other duties as may, from time to time, be assigned to him
or her by the Board or as may be provided by law.
Section 4.4. Vice Chairman. In the absence of the Chairman, a Vice
Chairman, if any, shall preside at all meetings of the Board of Directors and of
the stockholders at which he or she shall be present and shall have and may
exercise such powers as may, from time to time, be assigned to him or her by the
Board or as may be provided by law.
10
<PAGE> 11
Section 4.5. President. In the absence of the Chairman and a Vice
Chairman, the President, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which he or she shall be present and shall
have and may exercise such powers as may, from time to time, be assigned to him
or her by the Board or as may be provided by law.
Section 4.6. Vice Presidents. The Vice President or Vice Presidents,
at the request or in the absence of the President or during the President's
inability to act, shall perform the duties of the President, and when so acting
shall have the powers of the President. Vice Presidents include all Executive
Vice Presidents and Senior Vice Presidents. If there be more than one Vice
President, the Board of Directors may determine which one or more of the Vice
Presidents shall perform any of such duties; or if such determination is not
made by the Board, the Chairman may make such determination; otherwise any of
the Vice Presidents may perform any of such duties. The Vice President or Vice
Presidents shall have such other powers and shall perform such other duties as
may, from time to time, be assigned to him or her or them by the Board or the
Chairman or as may be provided by law.
Section 4.7. Secretary. The Secretary shall have the duty to record
the proceedings of the meetings of the stockholders, the Board of Directors and
any committees in a book to be kept for that purpose, shall see that all notices
are duly given in accordance with the provisions of these by-laws or as required
by law, shall be custodian of the records of the Corporation, may affix the
corporate seal to any document the execution of which, on behalf of the
Corporation, is duly authorized, and when so affixed may attest the same, and,
in general, shall perform all duties incident to the office of secretary of a
corporation and such other duties as may, from time to time, be assigned to him
or her by the Board or the Chairman or as may be provided by law.
Section 4.8. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by or under
authority of the Board of Directors. If required by the Board, the Treasurer
shall give a bond for the faithful discharge of his or her duties, with such
surety or sureties as the Board may determine. The Treasurer shall keep or cause
to be kept full and accurate records of all receipts and disbursements in books
of the Corporation, shall render to the Chairman and to the Board, whenever
requested, an account of the financial condition of the Corporation, and, in
general, shall perform all the duties incident to the office of treasurer of a
corporation and such other duties as may, from time to time, be assigned to him
or her by the Board or the Chairman or as may be provided by law.
11
<PAGE> 12
Section 4.9. Other Officers. The other officers, if any, of the
Corporation, including any Assistant Vice Presidents, shall have such powers and
duties in the management of the Corporation as shall be stated in a resolution
of the Board of Directors which is not inconsistent with these by-laws and, to
the extent not so stated, as generally pertain to their respective offices,
subject to the control of the Board. The Board may require any officer, agent or
employee to give security for the faithful performance of his or her duties.
ARTICLE V
Stock
Section 5.1. Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman or a Vice Chairman, if any, or the President, if
any, or a Vice President and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, of the Corporation, certifying the number
of shares owned by such holder in the Corporation. If such certificate is
manually signed by one officer or manually countersigned by a transfer agent or
by a registrar, any other signature on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance
of New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to give
the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VI
Miscellaneous
Section 6.1. Fiscal Year. The fiscal year of the Corporation
shall be the calendar year.
12
<PAGE> 13
Section 6.2. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these by-laws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these by-laws.
Section 6.4. Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify to the full extent authorized by law any person
made or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a director, officer or employee of the Corporation or
serves or served at the request of the Corporation any other enterprise as a
director, officer, employee or agent. For purposes of this by-law, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger: the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director, officer or employee of the Corporation which imposes duties on, or
involves services by, such director, officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to an employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
Section 6.5. Interested Directors; Quorum. No contract or
transaction between the Corporation and one or more of its
13
<PAGE> 14
directors or officers, or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction, or
solely because his or her or their votes are counted for such purpose,if: (1)
the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the
committee, and the Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (2)
the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (3) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board or of a committee which authorizes the contract or
transaction.
Section 6.6. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.
Section 6.7. Dividends. Subject to the provisions of the certificate
of incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend, the Board may cause to be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the directors from time
to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes as
the directors shall deem conducive to the interests of the Corporation.
Section 6.8. Checks. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such
14
<PAGE> 15
officer or officers, agent or agents of the Corporation, and in such manner as
shall be determined from time to time by resolution of the Board of Directors.
Section 6.9. Amendment of By-Laws. These by-laws may be amended or
repealed, and new by-laws adopted, by the affirmative vote of a majority of the
Board of Directors, but the holders of a majority of the shares then entitled to
vote may adopt additional by-laws and may amend or repeal any by-law whether or
not adopted by them.
15
<PAGE> 1
EXHIBIT 11
AMERICAN INTERNATIONAL GROUP, INC.
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Average outstanding shares used in the
computation of per share earnings:
Common stock*......................... 759,125 759,126 759,123 759,126
Common stock in treasury*............. (56,551) (51,853) (57,738) (54,971)
---------- ---------- -------- --------
702,574 707,273 701,385 704,155
========== ========== ======== ========
Net income applicable to common stock... $2,447,748 $2,127,023 $840,318 $731,437
========== ========== ======== ========
Net income per share.................... $3.48 $3.01 $1.19 $1.04
========== ========== ======== ========
</TABLE>
- ---------------
* Adjusted for a common stock split in the form of a 50 percent common stock
dividend paid July 25, 1997. The effects of all other common stock equivalents
are not significant.
<PAGE> 1
EXHIBIT 12
AMERICAN INTERNATIONAL GROUP, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income before income taxes.................. $3,451,245 $2,943,850 $1,184,574 $1,018,071
Less -- Equity income of less than 50% owned
persons................................... 89,193 88,402 23,046 31,715
Add -- Dividends from less than 50% owned
persons................................... 20,247 9,843 3,682 4,862
---------- ---------- ---------- ----------
3,382,299 2,865,291 1,165,210 991,218
Add --
Fixed charges............................. 1,340,101 1,165,706 446,820 396,548
Less --
Capitalized interest...................... 35,586 37,424 11,808 12,730
---------- ---------- ---------- ----------
Income before income taxes and fixed
charges................................... $4,686,814 $3,993,573 $1,600,222 $1,375,036
========== ========== ========== ==========
Fixed charges:
Interest costs............................ $1,284,448 $1,109,813 $ 428,269 $ 377,917
Rent expense*............................. 55,653 55,893 18,551 18,631
---------- ---------- ---------- ----------
Total fixed charges.................... $1,340,101 $1,165,706 $ 446,820 $ 396,548
========== ========== ========== ==========
Ratio of earnings to fixed charges.......... 3.50 3.43 3.58 3.47
</TABLE>
- ---------------
* The proportion deemed representative of the interest factor.
The ratio shown is significantly affected as a result of the inclusion of
the fixed charges and operating results of AIG Financial Products Corp. and its
subsidiaries (AIGFP). AIGFP structures borrowings through guaranteed investment
agreements and engages in other complex financial transactions, including
interest rate and currency swaps. In the course of its business, AIGFP enters
into borrowings that are primarily used to purchase assets that yield rates
greater than the rates on the borrowings with the intent of earning a profit on
the spread and to finance the acquisition of securities utilized to hedge
certain transactions. The pro forma ratios of earnings to fixed charges, which
exclude the effects of the operating results of AIGFP, are 5.53 and 5.21 for the
third quarter and 5.43 and 5.17 for the first nine months of 1997 and 1996,
respectively. As AIGFP will continue to be a subsidiary, AIG expects that these
ratios will continue to be lower than they would be if the fixed charges and
operating results of AIGFP were not included therein.
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 38,063,454
<DEBT-CARRYING-VALUE> 12,641,522
<DEBT-MARKET-VALUE> 13,368,529
<EQUITIES> 6,118,350
<MORTGAGE> 3,083,749
<REAL-ESTATE> 1,417,197
<TOTAL-INVEST> 113,238,854
<CASH> 173,223
<RECOVER-REINSURE> 17,311,131
<DEFERRED-ACQUISITION> 6,734,219
<TOTAL-ASSETS> 158,612,085
<POLICY-LOSSES> 59,720,348
<UNEARNED-PREMIUMS> 8,717,407
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 12,706,600
<NOTES-PAYABLE> 17,255,106
0
0
<COMMON> 1,897,804
<OTHER-SE> 21,969,156
<TOTAL-LIABILITY-AND-EQUITY> 158,612,085
16,626,589
<INVESTMENT-INCOME> 3,513,868
<INVESTMENT-GAINS> 98,974
<OTHER-INCOME> (66,612)
<BENEFITS> 13,528,993
<UNDERWRITING-AMORTIZATION> 1,431,707
<UNDERWRITING-OTHER> 2,307,408
<INCOME-PRETAX> 3,451,245
<INCOME-TAX> 1,003,497
<INCOME-CONTINUING> 2,447,748
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,447,748
<EPS-PRIMARY> 3.48
<EPS-DILUTED> 3.47
<RESERVE-OPEN> 20,407,300
<PROVISION-CURRENT> 7,037,300
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 2,320,200
<PAYMENTS-PRIOR> 4,083,900
<RESERVE-CLOSE> 21,040,500
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
