AMERICAN INTERNATIONAL GROUP INC
10-Q, 1999-08-13
FIRE, MARINE & CASUALTY INSURANCE
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<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 JUNE 30, 1999 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 INCORPORATION     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
               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 June 30, 1999: 1,238,547,708. (Adjusting on a pro forma
basis, common shares outstanding would have been 1,548,184,635 after reflecting
a common stock split in the form of a 25 percent common stock dividend paid July
30, 1999.)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

                       AMERICAN INTERNATIONAL GROUP, INC.

                           CONSOLIDATED BALANCE SHEET
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                               JUNE 30,      DECEMBER 31,
                                                                 1999            1998
                                                              -----------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
ASSETS:
  Investments and cash:
     Fixed maturities:
       Bonds available for sale, at market value (amortized
        cost: 1999 -- $73,840; 1998 -- $63,873).............   $ 74,088        $ 66,317
       Bonds held to maturity, at amortized cost (market
        value: 1999 -- $12,831; 1998 -- $13,633)............     12,359          12,658
       Bonds trading securities, at market value (cost:
        1999 -- $1,029; 1998 -- $990).......................      1,016           1,005
     Equity securities:
       Common stocks (cost: 1999 -- $5,411;
        1998 -- $5,465).....................................      5,739           5,648
       Non-redeemable preferred stocks (cost: 1999 -- $621;
        1998 -- $628).......................................        628             620
     Mortgage loans on real estate, net of allowance
      (1999 -- $70; 1998 -- $67)............................      7,127           6,702
     Policy Loans...........................................      2,625           2,626
     Collateral and guaranteed loans, net of allowance
      (1999 -- $73; 1998 -- $74)............................      2,262           2,413
     Financial services and asset management assets:
       Flight equipment primarily under operating leases,
        net of accumulated depreciation (1999 -- $2,288;
        1998 -- $2,048).....................................     18,072          16,330
       Securities available for sale, at market value (cost:
        1999 -- $11,462; 1998 -- $10,667)...................     11,497          10,674
       Trading securities, at market value..................      5,326           5,668
       Spot commodities, at market value....................        578             476
       Unrealized gain on interest rate and currency swaps,
        options and forward transactions....................      7,099           9,881
       Trading assets.......................................      4,512           6,229
       Securities purchased under agreements to resell,
          at contract value.................................     11,235           4,838
     Other invested assets..................................      9,749           8,692
     Short-term investments, at cost (approximates market
      value)................................................      6,253           6,739
     Cash...................................................        170             303
                                                               --------        --------
            Total investments and cash......................    180,335         167,819
  Investment income due and accrued.........................      1,960           1,869
  Premiums and insurance balances receivable, net of
     allowance (1999 -- $123; 1998 -- $105).................     12,723          11,679
  Reinsurance assets........................................     18,239          17,744
  Deferred policy acquisition costs.........................      8,764           8,081
  Investments in partially-owned companies..................        359             418
  Real estate and other fixed assets, net of accumulated
     depreciation (1999 -- $1,875; 1998 -- $1,774)..........      2,692           2,738
  Separate and variable accounts............................     25,073          18,662
  Other assets..............................................      4,874           4,666
                                                               --------        --------
            Total assets....................................   $255,019        $233,676
                                                               ========        ========
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        1
<PAGE>   3

                       AMERICAN INTERNATIONAL GROUP, INC.

                   CONSOLIDATED BALANCE SHEET -- (CONTINUED)
                      (IN MILLIONS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                               JUNE 30,      DECEMBER 31,
                                                                 1999            1998
                                                              -----------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
LIABILITIES:
  Reserve for losses and loss expenses......................   $ 38,410        $ 38,310
  Reserve for unearned premiums.............................     10,458          10,009
  Future policy benefits for life and accident and health
     insurance contracts....................................     30,833          29,571
  Policyholders' contract deposits..........................     41,465          33,924
  Other policyholders' funds................................      2,855           2,720
  Reserve for commissions, expenses and taxes...............      2,801           2,225
  Insurance balances payable................................      1,847           2,283
  Funds held by companies under reinsurance treaties........        820             837
  Income taxes payable:
     Current................................................        331             224
     Deferred...............................................        908           1,247
  Financial services and asset management liabilities:
     Borrowings under obligations of guaranteed investment
      agreements............................................      8,872           9,188
     Securities sold under agreements to repurchase, at
      contract value........................................      2,965           4,473
     Trading liabilities....................................      4,393           4,664
     Securities and spot commodities sold but not yet
      purchased, at market value............................      7,071           4,457
     Unrealized loss on interest rate and currency swaps,
      options and forward transactions......................      7,356           7,055
     Trust deposits and deposits due to banks and other
      depositors............................................      1,937           1,682
     Commercial paper.......................................      3,887           3,204
     Notes, bonds and loans payable.........................     18,254          15,249
  Commercial paper..........................................        934           1,432
  Notes, bonds, loans and mortgages payable.................      2,682           2,837
  Separate and variable accounts............................     25,073          18,662
  Minority interests........................................      1,408           1,590
  Other liabilities.........................................      6,692           6,815
                                                               --------        --------
          Total liabilities.................................    222,252         202,658
                                                               --------        --------
  Preferred shareholders' equity in subsidiary company......        895             895
                                                               --------        --------
CAPITAL FUNDS:
  Preferred stock...........................................         --             248
  Common stock, $2.50 par value; 2,000,000,000 shares
     authorized; shares issued 1999 -- 1,333,645,144;
     1998 -- 1,313,510,800..................................      3,334           3,284
  Additional paid-in capital................................      2,075           1,319
  Retained earnings.........................................     29,442          27,110
  Accumulated other comprehensive income....................     (1,129)            (10)
  Treasury stock, at cost; 1999 -- 95,097,436;
     1998 -- 96,373,983 shares of common stock..............     (1,850)         (1,828)
                                                               --------        --------
          Total capital funds...............................     31,872          30,123
                                                               --------        --------
          Total liabilities and capital funds...............   $255,019        $233,676
                                                               ========        ========
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        2
<PAGE>   4

                       AMERICAN INTERNATIONAL GROUP, INC.

                        CONSOLIDATED STATEMENT OF INCOME
                    (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                             SIX MONTHS         THREE MONTHS
                                                           ENDED JUNE 30,      ENDED JUNE 30,
                                                          ----------------    ----------------
                                                           1999      1998      1999      1998
                                                          ------    ------    ------    ------
<S>                                                       <C>       <C>       <C>       <C>
General insurance operations:
  Net premiums written..................................  $8,245    $6,999    $4,191    $3,618
  Change in unearned premium reserve....................    (492)     (379)     (213)     (236)
                                                          ------    ------    ------    ------
  Net premiums earned...................................   7,753     6,620     3,978     3,382
  Net investment income.................................   1,237     1,003       617       502
  Realized capital gains................................     139        96        61        25
                                                          ------    ------    ------    ------
                                                           9,129     7,719     4,656     3,909
                                                          ------    ------    ------    ------
  Losses and loss expenses incurred.....................   5,787     5,040     2,944     2,575
  Underwriting expenses.................................   1,548     1,299       809       650
                                                          ------    ------    ------    ------
                                                           7,335     6,339     3,753     3,225
                                                          ------    ------    ------    ------
  Operating income......................................   1,794     1,380       903       684
                                                          ------    ------    ------    ------
Life insurance operations:
  Premium income........................................   5,857     5,005     2,984     2,616
  Net investment income.................................   3,037     2,513     1,535     1,286
  Realized capital losses...............................     (49)       (8)      (28)       (8)
                                                          ------    ------    ------    ------
                                                           8,845     7,510     4,491     3,894
                                                          ------    ------    ------    ------
  Death and other benefits..............................   2,370     2,092     1,191     1,118
  Increase in future policy benefits....................   3,514     2,882     1,763     1,447
  Acquisition and insurance expenses....................   1,575     1,375       801       727
                                                          ------    ------    ------    ------
                                                           7,459     6,349     3,755     3,292
                                                          ------    ------    ------    ------
  Operating income......................................   1,386     1,161       736       602
                                                          ------    ------    ------    ------
Financial services operating income.....................     506       375       255       204
Asset management operating income.......................     131        95        73        49
Equity in income of minority-owned insurance
  operations............................................      --        57        --        31
Other realized capital gains (losses)...................     (13)       (3)       (6)        9
Other income (deductions) -- net........................     (87)      (68)      (45)      (39)
                                                          ------    ------    ------    ------
Income before income taxes and minority interest........   3,717     2,997     1,916     1,540
                                                          ------    ------    ------    ------
Income taxes -- Current.................................     749       631       371       349
               -- Deferred..............................     342       226       198        90
                                                          ------    ------    ------    ------
                                                           1,091       857       569       439
                                                          ------    ------    ------    ------
Income before minority interest.........................   2,626     2,140     1,347     1,101
                                                          ------    ------    ------    ------
Minority interest.......................................    (150)      (54)      (70)      (25)
                                                          ------    ------    ------    ------
Net income..............................................  $2,476    $2,086    $1,277    $1,076
                                                          ======    ======    ======    ======
Earnings per common share*
  Basic.................................................  $ 1.60    $ 1.37    $ 0.83    $ 0.71
                                                          ======    ======    ======    ======
  Diluted...............................................  $ 1.58    $ 1.34    $ 0.81    $ 0.69
                                                          ======    ======    ======    ======
Cash dividends per common share*........................  $0.090    $0.080    $0.045    $0.040
                                                          ======    ======    ======    ======
Average shares outstanding*
  Basic.................................................   1,548     1,518     1,549     1,518
                                                          ------    ------    ------    ------
  Diluted...............................................   1,568     1,556     1,569     1,557
                                                          ------    ------    ------    ------
</TABLE>

* Share information reflects an adjustment on a pro forma basis for a common
  stock split in the form of a 25 percent common stock dividend paid July 30,
  1999.
                 See Accompanying Notes to Financial Statements.
                                        3
<PAGE>   5

                       AMERICAN INTERNATIONAL GROUP, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN MILLIONS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED
                                                                   JUNE 30,
                                                              ------------------
                                                               1999       1998
                                                              -------    -------
<S>                                                           <C>        <C>
Cash Flows From Operating Activities:
Net Income..................................................  $ 2,476    $ 2,086
                                                              =======    =======
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....................    1,993      2,331
     Premiums and insurance balances receivable and
      payable -- net........................................   (1,480)      (934)
     Reinsurance assets.....................................     (495)       (24)
     Deferred policy acquisition costs......................     (683)      (220)
     Investment income due and accrued......................      (91)      (235)
     Funds held under reinsurance treaties..................      (17)        (5)
     Other policyholders' funds.............................      135        (16)
     Current and deferred income taxes -- net...............      448        122
     Reserve for commissions, expenses and taxes............      576        357
     Other assets and liabilities -- net....................     (281)      (165)
     Trading assets and liabilities -- net..................    1,446       (269)
     Trading securities, at market value....................      342     (1,900)
     Spot commodities, at market value......................     (102)        94
     Net unrealized gain on interest rate and currency
      swaps, options and forward transactions...............    3,083       (758)
     Securities purchased under agreements to resell........   (6,397)    (3,140)
     Securities sold under agreements to repurchase.........   (1,508)     1,988
     Securities and spot commodities sold but not yet
      purchased, at market value............................    2,614      1,809
  Realized capital gains....................................      (77)       (84)
  Equity in income of partially-owned companies and other
     invested assets........................................     (176)      (146)
  Depreciation expenses, principally flight equipment.......      516        438
  Change in cumulative translation adjustments..............     (279)      (132)
  Other -- net..............................................       85         58
                                                              -------    -------
  Total Adjustments.........................................     (348)      (831)
                                                              -------    -------
Net cash provided by operating activities...................  $ 2,128    $ 1,255
                                                              =======    =======
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        4
<PAGE>   6

                       AMERICAN INTERNATIONAL GROUP, INC.

              CONSOLIDATED STATEMENT OF CASH FLOWS -- (CONTINUED)
                                 (IN MILLIONS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   SIX MONTHS
                                                                 ENDED JUNE 30,
                                                              --------------------
                                                                1999        1998
                                                              --------    --------
<S>                                                           <C>         <C>
Cash Flows From Investing Activities:
  Cost of fixed maturities, at amortized cost matured or
    redeemed................................................  $    469    $    632
  Cost of bonds, at market sold.............................    18,878      12,722
  Cost of bonds, at market matured or redeemed..............     3,385       4,043
  Cost of equity securities sold............................     1,731       1,266
  Realized capital gains....................................        77          84
  Purchases of fixed maturities.............................   (32,272)    (19,206)
  Purchases of equity securities............................    (1,684)     (1,232)
  Mortgage, policy and collateral loans granted.............    (2,224)     (1,261)
  Repayments of mortgage, policy and collateral loans.......     1,953       1,047
  Sales of securities available for sale....................     3,042       2,099
  Maturities of securities available for sale...............       690       1,819
  Purchases of securities available for sale................    (4,509)     (2,476)
  Sales of flight equipment.................................       242         381
  Purchases of flight equipment.............................    (2,310)     (2,259)
  Net additions to real estate and other fixed assets.......      (143)       (149)
  Sales or distributions of other invested assets...........     1,689       1,312
  Investments in other invested assets......................    (2,634)     (2,600)
  Change in short-term investments..........................       486        (430)
  Investments in partially-owned companies..................        40         (29)
                                                              --------    --------
Net cash used in investing activities.......................   (13,094)     (4,237)
                                                              --------    --------
Cash Flows From Financing Activities:
  Change in policyholders' contract deposits................     7,541       1,571
  Change in trust deposits due to banks and other
    depositors..............................................       255        (382)
  Change in commercial paper................................       185       1,210
  Proceeds from notes, bonds, loans and mortgages payable...     7,924       2,940
  Repayments on notes, bonds, loans and mortgages payable...    (5,079)     (2,618)
  Proceeds from guaranteed investment agreements............     2,095       2,552
  Maturities of guaranteed investment agreements............    (2,411)     (2,009)
  Proceeds from common stock issued.........................       152          23
  Cash dividends to shareholders............................      (140)       (150)
  Acquisition of treasury stock.............................      (135)        (27)
  Proceeds from redemption of Premium Equity Redemption
    Cumulative Security Units...............................       431          --
  Other -- net..............................................        15         (52)
                                                              --------    --------
Net cash provided by financing activities...................    10,833       3,058
                                                              --------    --------
Change in cash..............................................      (133)         76
Cash at beginning of period.................................       303          87
                                                              --------    --------
Cash at end of period.......................................  $    170    $    163
                                                              ========    ========
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        5
<PAGE>   7

                       AMERICAN INTERNATIONAL GROUP, INC.

                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                 (IN MILLIONS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               SIX MONTHS       THREE MONTHS
                                                             ENDED JUNE 30,    ENDED JUNE 30,
                                                            ----------------   ---------------
                                                             1999      1998     1999     1998
                                                            -------   ------   ------   ------
<S>                                                         <C>       <C>      <C>      <C>
Net income................................................  $ 2,476   $2,086   $1,277   $1,076
Other comprehensive income:
  Unrealized appreciation (depreciation) of
     investments -- net of reclassification adjustments...   (1,344)     222     (436)    (178)
     Deferred income tax (expense) benefit on changes.....      499      (53)     174       81
  Foreign currency translation adjustments................     (279)    (132)     (36)     (39)
     Applicable income tax benefit on changes.............        5       19        8        8
                                                            -------   ------   ------   ------
Other comprehensive income................................   (1,119)      56     (290)    (128)
                                                            -------   ------   ------   ------
Comprehensive income......................................  $ 1,357   $2,142   $  987   $  948
                                                            =======   ======   ======   ======
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        6
<PAGE>   8

                       AMERICAN INTERNATIONAL GROUP, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1999
                                  (UNAUDITED)

a)  On January 1, 1999 (the merger date), American International Group, Inc.
    (AIG) issued 187.5 million shares of its common stock in exchange for all
    the outstanding common stock and Class B stock of SunAmerica Inc.
    (SunAmerica) based on an exchange ratio of 0.855 shares of AIG common stock
    for each share of SunAmerica stock. Because of the merger, which was
    accounted for as a pooling of interests, all prior historical financial
    information presented herein has been restated to include SunAmerica.

    The following is a reconciliation of the individual company results to the
    combined results for the first six months and second quarter of 1998: (in
    millions)

<TABLE>
<CAPTION>
                                      SIX MONTHS                     THREE MONTHS
                                    ENDED JUNE 30,                  ENDED JUNE 30,
                            ------------------------------   ----------------------------
                              AIG     SUNAMERICA    TOTAL     AIG     SUNAMERICA   TOTAL
                            -------   ----------   -------   ------   ----------   ------
<S>                         <C>       <C>          <C>       <C>      <C>          <C>
Revenues..................  $15,831     $1,186     $17,017   $8,142      $598      $8,740
Net income................  $ 1,828     $  258     $ 2,086   $  942      $134      $1,076
</TABLE>

b)  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. For further information, refer to
    the Annual Report on Form 10-K of AIG for the year ended December 31, 1998,
    and the Current Report on Form 8-K of AIG dated June 3, 1999, as amended.

c)  Earnings per share of AIG are based on the weighted average number of common
    shares outstanding during the period, retroactively adjusted to reflect all
    stock splits. Following are the net income per share figures, before and
    after adjustment for the common stock split in the form of a 25 percent
    common stock dividend paid July 30, 1999:

<TABLE>
<CAPTION>
                                                       SIX MONTHS     SECOND QUARTER
                                                      -------------   ---------------
                                                      1999    1998     1999     1998
                                                      -----   -----   ------   ------
<S>                                                   <C>     <C>     <C>      <C>
Pre-split -- basic..................................  $2.00   $1.71   $1.03    $0.88
Post-split -- basic ................................  $1.60   $1.37   $0.83    $0.71
Pre-split -- diluted................................  $1.97   $1.67   $1.01    $0.86
Post-split -- diluted...............................  $1.58   $1.34   $0.81    $0.69
</TABLE>

    Cash dividends per common share reflect the adjustment for a common stock
    split in the form of a 25 percent common stock dividend paid July 30, 1999.
    Following are the dividend per share figures before and after adjustment for
    the stock split:

<TABLE>
<CAPTION>
                                                    SIX MONTHS      SECOND QUARTER
                                                  ---------------   ---------------
                                                   1999     1998     1999     1998
                                                  ------   ------   ------   ------
<S>                                               <C>      <C>      <C>      <C>
Pre-split.......................................  $0.112   $0.100   $0.056   $0.050
Post-split......................................  $0.090   $0.080   $0.045   $0.040
</TABLE>

d)  Supplemental cash flow information for the six month periods ended June 30,
    1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                               1999     1998
                                                              ------    ----
                                                              (IN MILLIONS)
<S>                                                           <C>       <C>
Income taxes paid...........................................  $  696    $701
Interest paid...............................................  $1,075    $978
</TABLE>

                                        7
<PAGE>   9

e)  Segment Information:

    The following table summarizes the operations by major operating segment for
    the first six months and second quarter of 1999 and 1998 (in millions):

<TABLE>
<CAPTION>
                                                                   OPERATING SEGMENTS
                                                         ---------------------------------------
                                                             SIX MONTHS          THREE MONTHS
                                                           ENDED JUNE 30,       ENDED JUNE 30,
                                                         ------------------    -----------------
                                                          1999       1998       1999       1998
                                                         -------    -------    -------    ------
<S>                                                      <C>        <C>        <C>        <C>
Revenues(1):
  General Insurance....................................  $ 9,129    $ 7,719    $ 4,656    $3,909
  Life Insurance.......................................    8,845      7,510      4,491     3,894
  Financial Services...................................    1,603      1,397        814       723
  Asset Management.....................................      456        337        240       174
  Other(2).............................................      (13)        54         (6)       40
                                                         -------    -------    -------    ------
    Total..............................................  $20,020    $17,017    $10,195    $8,740
                                                         =======    =======    =======    ======
Operating income:
  General Insurance....................................  $ 1,794    $ 1,380    $   903    $  684
  Life Insurance.......................................    1,386      1,161        736       602
  Financial Services...................................      506        375        255       204
  Asset Management.....................................      131         95         73        49
  Other(2).............................................     (100)       (14)       (51)        1
                                                         -------    -------    -------    ------
    Total..............................................  $ 3,717    $ 2,997    $ 1,916    $1,540
                                                         =======    =======    =======    ======
</TABLE>

    -------------------

    (1) Represents the sum of general net premiums earned, life premium
        income, net investment income, financial services commissions,
        transactions and other fees, asset management commissions and other
        fees, equity in income of minority-owned insurance operations, and
        realized capital gains (losses).

    (2) Includes AIG Parent and other operations which are not required to be
        reported separately, other income (deductions) -- net and adjustments
        and eliminations.

    The following table summarizes AIG's general insurance operations by major
    reporting group for the first six months and second quarter of 1999 and 1998
    (in millions):

<TABLE>
<CAPTION>
                                                                     GENERAL INSURANCE
                                                            ------------------------------------
                                                               SIX MONTHS         THREE MONTHS
                                                             ENDED JUNE 30,      ENDED JUNE 30,
                                                            ----------------    ----------------
                                                             1999      1998      1999      1998
                                                            ------    ------    ------    ------
<S>                                                         <C>       <C>       <C>       <C>
Revenues:
  Domestic Brokerage Group................................  $4,822    $4,704    $2,396    $2,370
  Foreign General.........................................   2,999     2,302     1,569     1,154
  Other...................................................   1,308       713       691       385
                                                            ------    ------    ------    ------
    Total.................................................  $9,129    $7,719    $4,656    $3,909
                                                            ======    ======    ======    ======
Operating income before realized capital gains(1):
  Domestic Brokerage Group................................  $  841    $  644    $  411    $  309
  Foreign General.........................................     514       468       262       259
  Other...................................................     300       172       169        91
                                                            ------    ------    ------    ------
    Total.................................................  $1,655    $1,284    $  842    $  659
                                                            ======    ======    ======    ======
</TABLE>

    -------------------

    (1) Realized capital gains are not deemed to be an integral part of
        AIG's general insurance operations' internal reporting groups.

                                        8
<PAGE>   10

    The following table summarizes AIG's life insurance operations by major
    reporting group for the first six months and second quarter of 1999 and 1998
    (in millions):

<TABLE>
<CAPTION>
                                                                       LIFE INSURANCE
                                                            ------------------------------------
                                                               SIX MONTHS         THREE MONTHS
                                                             ENDED JUNE 30,      ENDED JUNE 30,
                                                            ----------------    ----------------
                                                             1999      1998      1999      1998
                                                            ------    ------    ------    ------
<S>                                                         <C>       <C>       <C>       <C>
Revenues:
  American International Assurance Company Ltd. and Nan
    Shan Life Insurance Company, Ltd. ....................  $4,011    $3,505    $2,086    $1,869
  American Life Insurance Company.........................   2,526     1,986     1,251       987
  Domestic life...........................................   2,108     1,817     1,056       920
  Other...................................................     200       202        98       118
                                                            ------    ------    ------    ------
    Total.................................................  $8,845    $7,510    $4,491    $3,894
                                                            ======    ======    ======    ======
Operating income before realized capital gains(1):
  American International Assurance Company Ltd. and Nan
    Shan Life Insurance Company, Ltd. ....................  $  561    $  481    $  298    $  262
  American Life Insurance Company.........................     339       284       174       141
  Domestic life...........................................     504       374       275       192
  Other...................................................      31        30        17        15
                                                            ------    ------    ------    ------
    Total.................................................  $1,435    $1,169    $  764    $  610
                                                            ======    ======    ======    ======
</TABLE>

    -------------------
    (1) Realized capital gains are not deemed to be an integral part of
        AIG's life insurance operations' internal reporting groups.

    The following table summarizes AIG's financial services operations by major
    reporting group for the first six months and second quarter of 1999 and 1998
    (in millions):

<TABLE>
<CAPTION>
                                                                      FINANCIAL SERVICES
                                                              ----------------------------------
                                                                 SIX MONTHS        THREE MONTHS
                                                               ENDED JUNE 30,     ENDED JUNE 30,
                                                              ----------------    --------------
                                                               1999      1998     1999     1998
                                                              ------    ------    -----    -----
<S>                                                           <C>       <C>       <C>      <C>
Revenues:
  International Lease Finance Corporation ..................  $1,077    $  963    $565     $502
  AIG Financial Products Corp. .............................     306       207     138       91
  AIG Trading Group Inc. ...................................     128       195      64      118
  Other.....................................................      92        32      47       12
                                                              ------    ------    ----     ----
    Total...................................................  $1,603    $1,397    $814     $723
                                                              ======    ======    ====     ====
Operating income:
  International Lease Finance Corporation ..................  $  284    $  230    $151     $126
  AIG Financial Products Corp. .............................     196       119      95       51
  AIG Trading Group Inc. ...................................      67        64      28       42
  Other.....................................................     (41)      (38)    (19)     (15)
                                                              ------    ------    ----     ----
    Total...................................................  $  506    $  375    $255     $204
                                                              ======    ======    ====     ====
</TABLE>

f)  Statement of Accounting Standards No. 130 "Comprehensive Income" (FASB 130)
    establishes standards for reporting comprehensive income and its components
    as part of capital fund. The reclassification adjustments with respect to
    available for sale securities were $77 million and $85 million for the first
    six months and $27 million and $26 million for the second quarter of 1999
    and 1998, respectively.

g)  Derivatives Accounting Policy: AIG Financial Products Corp. and its
    subsidiaries (AIGFP) and AIG Trading Group Inc. and its subsidiaries (AIGTG)
    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 marks 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.

h)  In June 1998, FASB issued Statement of Financial Accounting Standards No.
    133 "Accounting for Derivative Instruments and Hedging Activities" (FASB
    133). This statement requires AIG to recognize all derivatives in the
    consolidated balance sheet measuring these derivatives at fair value. The
    recognition of the changes in the fair value of a derivative depends on a
    number of factors, including the intended use of the derivative. AIGTG and
    AIGFP present, in all material respects, the changes in fair value of their
    derivative transactions as a component of AIG's operating income. AIG is
    evaluating the impact of FASB 133 with respect to derivative transactions
    entered into by other AIG operations. AIG believes that the impact of FASB
    133 on its results of operations, financial condition or liquidity will not
    be significant. FASB 133 is effective for the year commencing January 1,
    2001.

                                        9
<PAGE>   11

                       AMERICAN INTERNATIONAL GROUP, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OPERATIONAL REVIEW

General Insurance Operations

AIG's general insurance subsidiaries are multiple line companies writing
substantially all lines of property and casualty insurance. One or more of these
subsidiaries is licensed to write substantially all of these lines in all states
of the United States and in approximately 100 foreign countries.

     Domestic general insurance operations are comprised of the Domestic
Brokerage Group, including the domestic operations of Transatlantic Holdings,
Inc. (Transatlantic), Personal Lines, including 20th Century Industries (20th
Century) and Mortgage Guaranty.

     Commencing with the third quarter of 1998, Transatlantic and 20th Century
were consolidated into AIG's financial statements, as a result of AIG obtaining
majority ownership.

     The Domestic Brokerage Group (DBG) is the primary domestic division. DBG
writes substantially all classes of business insurance accepting such business
mainly from insurance brokers. This provides DBG the opportunity to select
specialized markets and retain underwriting control. Any licensed broker is able
to submit business to DBG without the traditional agent-company contractual
relationship, but such broker usually has no authority to commit DBG to accept a
risk.

     AIG's Foreign General insurance group accepts risks primarily underwritten
through American International Underwriters (AIU), a marketing unit consisting
of wholly owned agencies and insurance entities. The Foreign General insurance
group also includes business written by AIG's foreign-based insurance
subsidiaries for their own accounts. The Foreign General insurance group uses
various marketing methods to write both business and personal lines insurance
with certain refinements for local laws, customs and needs. AIU operates in over
70 countries in Asia, the Pacific Rim, Europe, Africa, Middle East and Latin
America. Transatlantic's foreign operations are included in this group. (See
also Note (e) of Notes to Financial Statements.)

General insurance operations for the six month periods ending June 30, 1999 and
1998 were as follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                       1999        1998
- -------------------------------------------------------
<S>                                  <C>         <C>
Net premiums written:
  Domestic                           $5,439      $4,710
  Foreign                             2,806       2,289
- -------------------------------------------------------
Total                                $8,245      $6,999
- -------------------------------------------------------
Net premiums earned:
  Domestic                           $5,010      $4,494
  Foreign                             2,743       2,126
- -------------------------------------------------------
Total                                $7,753      $6,620
- -------------------------------------------------------
Adjusted underwriting profit:
  Domestic                           $  148      $   10
  Foreign                               270         271
- -------------------------------------------------------
Total                                $  418      $  281
- -------------------------------------------------------
Net investment income:
  Domestic                           $  993      $  806
  Foreign                               244         197
- -------------------------------------------------------
Total                                $1,237      $1,003
- -------------------------------------------------------
Operating income before realized
  capital gains:
  Domestic                           $1,141      $  816
  Foreign                               514         468
- -------------------------------------------------------
Total                                 1,655       1,284
Realized capital gains                  139          96
- -------------------------------------------------------
Operating income                     $1,794      $1,380
- -------------------------------------------------------
</TABLE>

     During the first six months of 1999, AIG's net premiums written and net
premiums earned increased 17.8 percent and 17.1 percent, respectively, from
those of 1998.

     General insurance domestic net premiums written and net premiums earned for
the six month periods ending June 30, 1999 and 1998 were as follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                       1999        1998
- -------------------------------------------------------
<S>                                  <C>         <C>
Net premiums written:
  DBG                                $4,193      $4,049
  Personal Lines                      1,056         487
  Mortgage Guaranty                     190         174
- -------------------------------------------------------
Total                                $5,439      $4,710
- -------------------------------------------------------
Net premiums earned:
  DBG                                $3,839      $3,856
  Personal Lines                        978         452
  Mortgage Guaranty                     193         186
- -------------------------------------------------------
Total                                $5,010      $4,494
- -------------------------------------------------------
</TABLE>

                                       10
<PAGE>   12

     The commercial insurance market remains highly competitive and excessively
capitalized, both domestically and overseas. DBG has been able to sustain some
growth in various specialty markets, such as pollution, warranty and risk
finance, where AIG provides cost effective coverages for large complex risks,
underwriting flexibility, and creative risk financing solutions; however, during
the first six months of 1999, DBG declined to renew $275 million of domestic
business where underwriting and pricing standards could not be achieved. Non-
renewed policies were principally in the workers' compensation, traditional
casualty and property lines of business.

     As reflected in the preceding table showing the distribution of net
premiums written and net premiums earned, domestic growth was primarily achieved
through the growth in the personal auto insurance segment of Personal Lines.
Personal Lines net premiums written increased $569 million in the first six
months of 1999 over the same period of 1998. The consolidation of 20th Century
Industries accounted for the most significant part of the increase, $383
million. The balance of the increase was related principally to higher voluntary
auto premiums produced by the mass marketing and specialty auto divisions of
Personal Lines.

     Growth of 22.6 percent and 29.0 percent for foreign general insurance net
premiums written and net premiums earned, respectively, in the first six months
of 1999 over 1998 reflects growth of operations in the United Kingdom, the Far
East, and the consolidation of Transatlantic's foreign operations. Foreign
general insurance operations produced 34.0 percent of the general insurance net
premiums written in the first six months of 1999 and 32.7 percent in 1998.

     In comparing the foreign exchange rates used to translate the results of
the foreign general insurance group's operations during 1999 to those foreign
exchange rates used to translate the foreign general insurance group's results
during 1998, the U.S. dollar stabilized in value in relation to most major
foreign currencies in which the foreign general insurance group conducts its
business. Accordingly, foreign exchange rates had a minor impact on the foreign
general insurance group's net premiums written when translated into U.S. dollars
utilizing those exchange rates which prevailed in 1998. (See also the discussion
under "Capital Resources" herein.)

     Because of the nature and diversity of AIG's operations and the continuing
rapid changes in the insurance industry worldwide, together with the factors
discussed above, it is difficult to assess further or project future growth in
AIG's premiums and reserves.

     Net premiums written are initially deferred and earned based upon the terms
of the underlying policies. The net unearned premium reserve constitutes
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.

     AIG, along with most general insurance entities, uses the loss ratio, the
expense ratio and the combined ratio as measures of performance. The loss ratio
is derived as the sum of losses and loss expenses incurred divided by net
premiums earned. The expense ratio is derived as statutory underwriting expenses
divided by net premiums written. The combined ratio is the sum of the loss ratio
and the expense ratio. These ratios are relative measurements that describe for
every $100 of net premiums earned or written, the cost of losses and statutory
expenses, respectively. The combined ratio presents the total cost per $100 of
premium production. A combined ratio below 100 demonstrates underwriting profit;
a combined ratio above 100 demonstrates underwriting loss. The statutory general
insurance ratios were as follows:
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                       1999        1998
- -------------------------------------------------------
<S>                                   <C>        <C>
Domestic:
  Loss Ratio                          81.21       85.15
  Expense Ratio                       16.18       14.86
- -------------------------------------------------------
Combined Ratio                        97.39      100.01
- -------------------------------------------------------
Foreign:
  Loss Ratio                          62.64       57.06
  Expense Ratio                       28.26       29.84
- -------------------------------------------------------
Combined Ratio                        90.90       86.90
- -------------------------------------------------------
Consolidated:
  Loss Ratio                          74.64       76.13
  Expense Ratio                       20.29       19.76
- -------------------------------------------------------
Combined Ratio                        94.93       95.89
- -------------------------------------------------------
</TABLE>

     AIG believes that underwriting profit is the true measure of the
performance of the core business of a general insurance company.

     Underwriting profit is measured two ways: statutory underwriting profit and
Generally Accepted Accounting Principles (GAAP) underwriting profit.

     Statutory underwriting profit is arrived at by reducing net premiums earned
by net losses in-

                                       11
<PAGE>   13

curred and net expenses incurred. Statutory
accounting differs from GAAP, as statutory accounting requires immediate expense
recognition and ignores the matching of revenues and expenses as required by
GAAP. That is, for statutory purposes, all expenses, most specifically
acquisition expenses, are recognized immediately which is not consistent with
the revenues earned.

     A basic premise of GAAP accounting is the recognition of expenses at the
same time revenues are earned, the principle of matching. Therefore, to convert
underwriting results to a GAAP basis, acquisition expenses are deferred and
recognized together with the related revenues. Accordingly, the statutory
underwriting profit has been adjusted as a result of acquisition expenses being
deferred as required by GAAP. Thus, "adjusted underwriting profit" is a GAAP
measurement which can be viewed as gross margin or an intermediate subtotal in
calculating operating income and net income.

     A major part of the discipline of a successful general insurance company is
to produce an underwriting profit, exclusive of investment income. If
underwriting is not profitable, losses incurred are a major factor. The result
is that the premiums are inadequate to pay for losses and expenses and produce a
profit; therefore, investment income must be used to cover underwriting losses.
If assets and the income therefrom are insufficient to pay claims and expenses
over extended periods, an insurance company cannot survive. For these reasons,
AIG views and manages its underwriting operations separately from its investment
operations.

     The adjusted underwriting profits were $418 million in the first six months
of 1999 and $281 million in the same period of 1998. The regulatory, product
type and competitive environment as well as the degree of litigation activity in
any one country varies significantly. These factors have a direct impact on
pricing and consequently profitability as reflected by adjusted underwriting
profit and statutory general insurance ratios. The 1999 results reflect the
consolidation of Transatlantic and 20th Century.

     There were no catastrophe losses in the first six months of 1999. AIG
incurred net losses from catastrophes approximating $27 million in 1998. AIG's
gross incurred losses from catastrophes in 1998 approximated $100 million.

     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 six months of 1999
increased 23.4 percent when compared to the same period of 1998. The growth in
net investment income in 1999 was primarily attributable to new cash flow for
investment and the consolidation of Transatlantic and 20th Century Industries.
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 $139 million in the first six
months of 1999 and $96 million in 1998. 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 fixed maturities as
well as redemptions of fixed maturities.

     General insurance operating income in the first six months of 1999
increased 30.0 percent when compared to the same period of 1998. The
contribution of general insurance operating income to income before income taxes
and minority interest was 48.3 percent in 1999 compared to 46.0 percent in 1998.

     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 AIG desires. These reinsurance arrangements do not
relieve AIG from its direct obligations to its insureds.

     AIG's general reinsurance assets amounted to $18.11 billion and resulted
from AIG's reinsurance arrangements. Thus, a credit exposure existed at June 30,
1999 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
                                       12
<PAGE>   14

periods on an individual reinsurer basis. At December 31, 1998, 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 93 percent of such balances are 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 June 30, 1999, these
distribution percentages have not significantly changed.

     AIG's allowance for estimated unrecoverable reinsurance has not changed
significantly from December 31, 1998 when AIG had allowances for unrecoverable
reinsurance approximating $100 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).

     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 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 June 30, 1999, the consolidated general reinsurance assets of $18.11
billion include reinsurance recoverables for paid losses and loss expenses of
$2.14 billion and $13.73 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
June 30, 1999 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 June 30, 1999, general insurance reserves for losses and loss expenses
(loss reserves) amounted to $38.41 billion. These loss reserves represent the
accumulation of estimates of ultimate losses, including IBNR, and loss expenses
and amounts of discounting related to certain workers' compensation claims. At
June 30, 1999, general insurance net loss reserves increased $64 million to
$24.68 billion. The net loss reserves represent loss reserves reduced by
reinsurance recoverables, 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 June 30, 1999. 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. Such
lines include excess and umbrella liability, directors and officers' liability,
professional liability, medical malpractice, general liability, products'
liability, and related classes. These lines account for approximately 50 percent
of net losses and loss expenses. The other group is 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

                                       13
<PAGE>   15

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 six 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 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 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 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 referred to
collectively 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 environmental 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 that any firm
direction will develop 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. Additionally, proposed
legislation, if passed in current form, would be expected to reduce ultimate
asbestos exposure.

     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 with the same degree of
reliability as is the case for other types of 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
the changes in Superfund and waste dump site coverage issues. Although the
estimated liabilities for these claims are subject to a significantly greater
margin of error than for other claims, the reserves carried for these claims at
June 30, 1999 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.)

                                       14
<PAGE>   16

     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 environmental claims separately and combined at June
30, 1999 and 1998 was as follows:

<TABLE>
<CAPTION>
(in millions)
- ------------------------------------------------------------
                                   1999            1998
                               -------------   -------------
                               Gross    Net    Gross    Net
- ------------------------------------------------------------
<S>                            <C>      <C>    <C>      <C>
Asbestos:
Reserve for losses and loss
  expenses at beginning of
  year                         $  964   $259   $  842   $195
Losses and loss expenses
  incurred                        342     60      129     21
Losses and loss expenses paid    (140)   (27)    (142)   (26)
- ------------------------------------------------------------
Reserve for losses and loss
  expenses at end of period    $1,166   $292   $  829   $190
- ------------------------------------------------------------
Environmental:
Reserve for losses and loss
  expenses at beginning of
  year                         $1,536   $604   $1,467   $593
Losses and loss expenses
  incurred                         49      8       92     38
Losses and loss expenses paid     (72)   (32)    (100)   (41)
- ------------------------------------------------------------
Reserve for losses and loss
  expenses at end of period    $1,513   $580   $1,459   $590
- ------------------------------------------------------------
Combined:
Reserve for losses and loss
  expenses at beginning of
  year                         $2,500   $863   $2,309   $788
Losses and loss expenses
  incurred                        391     68      221     59
Losses and loss expenses paid    (212)   (59)    (242)   (67)
- ------------------------------------------------------------
Reserve for losses and loss
  expenses at end of period    $2,679   $872   $2,288   $780
- ------------------------------------------------------------
</TABLE>

     The gross and net IBNR included in the aforementioned reserve for losses
and loss expenses at June 30, 1999 and December 31, 1998 were estimated as
follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                   1999            1998
                               -------------   -------------
                               Gross    Net    Gross    Net
- ------------------------------------------------------------
<S>                            <C>      <C>    <C>      <C>
Combined                       $  934   $323   $  979   $359
- ------------------------------------------------------------
</TABLE>

     A summary of asbestos and environmental claims count activity for the six
month periods ended June 30, 1999 and 1998 was as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                        1999                                     1998
                                         -----------------------------------      -----------------------------------
                                         Asbestos   Environmental   Combined      Asbestos   Environmental   Combined
- ---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>             <C>           <C>        <C>             <C>
Claims at beginning of year               6,388        16,560        22,948        6,150        17,422        23,572
Claims during period:
  Opened                                    536         1,585         2,121          470         1,606         2,076
  Settled                                  (155)         (595)         (750)         (28)         (313)         (341)
  Dismissed or otherwise resolved          (216)       (3,240)       (3,456)        (323)       (1,982)       (2,305)
- ---------------------------------------------------------------------------------------------------------------------
Claims at end of period                   6,553        14,310        20,863        6,269        16,733        23,002
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       15
<PAGE>   17

     The average cost per claim settled, dismissed or otherwise resolved for the
six month periods ended June 30, 1999 and 1998 was as follows:
- ------------------------------------------------------
- ------------------------------------------------------

<TABLE>
<CAPTION>
                              1999                     1998
                       -------------------      -------------------
                        Gross        Net         Gross        Net
- -------------------------------------------------------------------
<S>                    <C>         <C>          <C>         <C>
Asbestos               $377,100    $72,800      $404,800    $72,600
Environmental            18,800      8,300        43,900     17,600
Combined                 50,400     14,000        91,800     24,900
- -------------------------------------------------------------------
</TABLE>

     A.M. Best, 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. This is a ratio
derived by taking the current ending losses and loss expense reserves and
dividing by the average annual payments for the prior three years. Therefore,
the ratio derived is a simplistic measure of an estimate of the number of years
it would be before the current ending losses and loss expense reserves would be
paid off using recent average 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 ending reserves for losses and loss expenses 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 June 30, 1999 and 1998 were as follows:
- ------------------------------------------------------

<TABLE>
<CAPTION>
                            1999                1998
                       --------------      --------------
                       Gross     Net       Gross     Net
- ---------------------------------------------------------
<S>                    <C>      <C>        <C>      <C>
Involuntary survival
  ratios:
Asbestos                 3.6      5.2        2.4      3.1
Environmental           16.9     17.5       16.8     17.5
Combined                 7.2     10.6        5.8      8.8
- ---------------------------------------------------------
</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 1998 was $16
million. Based upon current information, AIG does not anticipate that its net
assessment will be significantly different in 1999.

     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

     AIG's life insurance subsidiaries offer a wide range of traditional
insurance and financial and investment products. One or more of these
subsidiaries is licensed to write life insurance in all states in the United
States and in over 70 foreign countries. Traditional products consist of
individual and group life, annuity, endowment and accident and health policies.
Financial and investment products consist of single premium annuity, variable
annuities, guar-

                                       16
<PAGE>   18

anteed investment contracts, universal life and pensions.

     AIG's three principal overseas life operations are American Life Insurance
Company (ALICO), American International Assurance Company, Limited together with
American International Assurance Company (Bermuda) Limited (AIA) and Nan Shan
Life Insurance Company, Ltd. (Nan Shan). ALICO is incorporated in Delaware and
all of its business is written outside of the United States. ALICO has
operations either directly or through subsidiaries in approximately 50 countries
located in Europe, Africa, Latin America, the Caribbean, the Middle East, and
the Far East, with Japan being the largest territory. AIA operates primarily in
Hong Kong, Singapore, Malaysia and Thailand. Nan Shan operates in Taiwan. AIG's
domestic life operations are comprised of two separate operations, AIG's
domestic life companies and the life insurance subsidiaries of SunAmerica Inc.
(SunAmerica), a Delaware corporation which owns substantially all of the
subsidiaries which were owned by SunAmerica Inc., the Maryland company which was
merged into AIG. Both of these operations sell primarily financial and
investment type products. (See also Note (e) of Notes to Financial Statements.)

     Life insurance operations for the six month periods ending June 30, 1999
and 1998 were as follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                       1999       1998
- --------------------------------------------------------
<S>                                  <C>        <C>
Premium income:
  Domestic                           $    431   $    396
  Foreign                               5,426      4,609
- --------------------------------------------------------
Total                                $  5,857   $  5,005
- --------------------------------------------------------
Net investment income:
  Domestic                           $  1,722   $  1,416
  Foreign                               1,315      1,097
- --------------------------------------------------------
Total                                $  3,037   $  2,513
- --------------------------------------------------------
Operating income before realized
  capital losses:
  Domestic                           $    504   $    374
  Foreign                                 931        795
- --------------------------------------------------------
Total                                   1,435      1,169
Realized capital losses                   (49)        (8)
- --------------------------------------------------------
Operating income                     $  1,386   $  1,161
- --------------------------------------------------------
Life insurance in-force:*
  Domestic                           $102,622   $ 65,705
  Foreign                             447,393    437,944
- --------------------------------------------------------
Total                                $550,015   $503,649
- --------------------------------------------------------
</TABLE>

* Amounts presented were as at June 30, 1999 and December 31, 1998,
  respectively.

     AIG's life premium income during the first six months of 1999 represented a
17.0 percent increase from the same period in 1998. Foreign life operations
produced 92.6 percent and 92.1 percent of the life premium income in 1999 and
1998, respectively.

     AIG's life insurance operations, demonstrating the strength of its
franchise, continued to show growth in original currencies.

     The traditional life products were the major contributors to the growth in
foreign premium income and investment income, particularly those countries in
which AIA and Nan Shan operate. A mixture of traditional, accident and health
and financial products are being sold in Japan through ALICO.

     Life insurance net investment income increased 20.8 percent during the
first six months of 1999. The growth in net investment income was primarily
attributable to both foreign and domestic operations 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.)

     Life insurance realized capital losses were $49 million in 1999 and $8
million in 1998. These realized capital losses 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 six months of 1999
increased 19.5 percent to $1.39 billion. Excluding realized capital losses from
life insurance operating income, the percent increase would be 22.8. The
contribution of life insurance operating income to income before income taxes
and minority interest amounted to 37.3 percent during the first six months of
1999 compared to 38.7 percent in the same period of 1998.

     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

                                       17
<PAGE>   19

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 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 the related 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. Additionally, there exists
a future investment risk that is associated with certain policies which have
future premium receipts. That is, the investment of these future premium
receipts may be at a yield below that required to meet future policy
liabilities. At December 31, 1998, the average duration of the investment
portfolio in Japan was 5.6 years. With respect to the investment of the future
premium receipts the average duration is estimated to be 6.1 years. These
durations compare with an estimated average duration of 8.7 years for the
corresponding policy liabilities. These durations have not changed significantly
during 1999. To maintain an adequate yield to match the interest necessary to
support future policy liabilities, constant management focus is required to
reinvest the proceeds of the maturing securities and to invest the future
premium receipts 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

AIG's financial services subsidiaries engage in diversified financial products
and services including premium financing, banking services and consumer finance
services.

     International Lease Finance Corporation (ILFC) engages primarily in the
acquisition of new and used commercial jet aircraft and the leasing and
remarketing of such aircraft to airlines around the world. (See also Note (e) of
Notes to Financial Statements.)

     AIG Financial Products Corp. and its subsidiaries (AIGFP) structure
financial transactions, including long-dated interest rate and currency swaps
and structures borrowings through notes, bonds and guaranteed investment
agreements. (See also Note (e) of Notes to Financial Statements.)

     AIG Trading Group Inc. and its subsidiaries (AIGTG) engage in various
commodities trading, foreign exchange trading, interest rate swaps and market
making activities. (See also Note (e) of Notes to Financial Statements.)

                                       18
<PAGE>   20

     Financial services operations for the six month periods ending June 30,
1999 and 1998 were as follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                         1999      1998
- --------------------------------------------------------
<S>                                     <C>       <C>
Revenues:
International Lease Finance
  Corporation                           $1,077    $  963
AIG Financial Products Corp.*              306       207
AIG Trading Group Inc.*                    128       195
Other                                       92        32
- --------------------------------------------------------
Total                                   $1,603    $1,397
- --------------------------------------------------------
Operating income:
International Lease Finance
  Corporation                           $  284    $  230
AIG Financial Products Corp.               196       119
AIG Trading Group Inc.                      67        64
Other, including intercompany
  adjustments                              (41)      (38)
- --------------------------------------------------------
Total                                   $  506    $  375
- --------------------------------------------------------
</TABLE>

* Represents net trading revenues.

     Financial services operating income increased 34.7 percent in the first six
months of 1999 over 1998.

     Financial services operating income represented 13.6 percent of AIG's
income before income taxes and minority interest in the first six months of
1999. This compares to 12.5 percent in the same period of 1998.

     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 six months of 1999 increased 11.8
percent from 1998. The revenue growth resulted primarily from the increase in
flight equipment available for operating lease and the increase in the relative
cost of the leased fleet. Approximately 20 percent of ILFC's operating lease
revenues are derived from U.S. and Canadian airlines. During the first six
months of 1999, operating income increased 23.5 percent from 1998. The composite
borrowing rates at the end of the first six months of 1999 and 1998 were 5.85
percent and 6.22 percent, respectively. (See also the discussions under "Capital
Resources" and "Liquidity" herein and Note (e) of Notes to Financial
Statements.)

     ILFC is exposed to loss through non-performance of aircraft lessees,
through owning aircraft which it would be unable to sell or re-lease at
acceptable rates 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 June 30,
1999, there were 366 aircraft subject to operating leases and there were no
aircraft off lease. (See also the discussions under "Capital Resources" and
"Liquidity" herein.)

     AIGFP participates in the derivatives dealer market conducting, primarily
as principal, an interest rate, currency, equity and credit 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 from speculative
transactions. Revenues in the first six months of 1999 increased 48.1 percent
from the same period of 1998. During the first six months of 1999, operating
income increased 64.1 percent from the same period of 1998. 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 and
Note (e) of Notes to Financial Statements.)

     AIGTG derives a substantial portion of their revenues from market making
and trading activities, as principals, in foreign exchange, interest rates and
precious and base metals. Revenues in the first six months of 1999 decreased
34.4 percent from the same period of 1998. During the first six months of 1999,
operating income increased 3.7 percent from the same period of 1998. As AIGTG is
a transaction-oriented operation, current and past revenues and operating
results may not provide a basis for predicting future performance or for
comparing revenues to operating income. (See also the discussions under "Capital
Resources," "Liquidity" and "Derivatives" herein and Note (e) of Notes to
Financial Statements.)

Asset Management Operations

     AIG's asset management operations offer a wide variety of investment
vehicles and services, including variable annuities, mutual funds, trust
services and investment asset management. Such products and services are offered
to individuals and institutions both domestically and internationally.

                                       19
<PAGE>   21

     AIG's three principal asset management operations are SunAmerica's asset
management operations (SAMCO), AIG Global Investment Group, Inc. (Global
Investment) and AIG Capital Partners, Inc. (Cap Partners). SAMCO develops and
sells variable annuities and other investment products, sells and manages mutual
funds and provides financial and trust services. Global Investment manages
invested assets of institutions, including insurance companies and pension
funds, and provides custodial and other trust services. Cap Partners organizes,
and manages the invested assets of institutional investment funds and may also
invest in such funds. Each of these subsidiary operations receive fees for
investment products and services provided.

     Asset management operations for the six month periods ending June 30, 1999
and 1998 were as follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                           1999    1998
- -------------------------------------------------------
<S>                                        <C>     <C>
Revenues                                   $456    $337
Operating income                           $131    $ 95
- -------------------------------------------------------
</TABLE>

     These increases were primarily attributable to management of the variable
annuity business by SAMCO.

     Asset management operating income in the first six months of 1999 increased
37.7 percent when compared to the same period of 1998.

     Asset management operating income represented 3.5 percent of AIG's income
before income taxes and minority interest in the first six months of 1999. This
compares to 3.2 percent in the same period of 1998.

OTHER OPERATIONS

     In the first six months of 1998, AIG's equity in income of minority-owned
insurance operations was $57 million. In the first six months of 1998, the
equity interest in insurance companies represented 1.9 percent of income before
income taxes and minority interest. The decrease in income of minority-owned
insurance operations from 1998 to 1999, resulted primarily from the
consolidation of Transatlantic's and SELIC Holdings, Ltd. operations into
general insurance operating results. IPC Holdings, Ltd., the remaining operation
included in equity in income of minority-owned insurance operations in previous
periods is now reported as a component of other income (deductions) -- net.

     Other realized capital losses amounted to $13 million and $3 million in the
first six months of 1999 and 1998, respectively.

     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, costs
associated with the Year 2000 computer issues, as well as the income and
expenses of the parent holding company and other miscellaneous income and
expenses. In the first six months of 1999, net deductions amounted to $87
million. In the same period of 1998, net deductions amounted to $68 million.
(See also the discussion under "Recent Developments" herein.)

     Income before income taxes and minority interest amounted to $3.72 billion
in the first six months of 1999 and $3.00 billion in the same period of 1998.

     In the first six months of 1999, AIG recorded a provision for income taxes
of $1.09 billion compared to the provision of $857 million in the same period of
1998. These provisions represent effective tax rates of 29.4 percent in the
first six months of 1999 and 28.6 percent in the same period of 1998.

     Minority interest represents minority shareholders' equity in income of
certain majority-owned consolidated subsidiaries. Minority interest amounted to
$150 million and $54 million in the first six months of 1999 and 1998,
respectively. The increase in 1999 from 1998 was primarily related to the
minority shareholders' equity resulting when Transatlantic and 20th Century were
consolidated during the third quarter of 1998.

     Net income amounted to $2.48 billion in the first six months of 1999 and
$2.09 billion in the same period of 1998. The increases in net income over the
periods resulted from those factors described above.

CAPITAL RESOURCES

     At June 30, 1999, AIG had total capital funds of $31.87 billion and total
borrowings of $34.63 billion. At that date, $31.36 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.

                                       20
<PAGE>   22

     Total borrowings and borrowings not guaranteed or matched at June 30, 1999
and December 31, 1998 were as follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                       1999       1998
- --------------------------------------------------------
<S>                                   <C>        <C>
GIAs -- AIGFP                         $ 8,872    $ 9,188
- --------------------------------------------------------
Commercial Paper:
  AIG Funding                             292        637
  ILFC(a)                               3,887      3,204
  AICCO                                   561        727
  Universal Finance Company (UFC)(a)       81         68
- --------------------------------------------------------
  Total                                 4,821      4,636
- --------------------------------------------------------
Medium Term Notes:
  ILFC(a)                               3,609      3,348
  AIG                                     269        239
  SunAmerica                              211        228
- --------------------------------------------------------
  Total                                 4,089      3,815
- --------------------------------------------------------
Notes and Bonds Payable:
  ILFC(a)                               4,439      3,825
  AIGFP                                 9,467      7,265
  AIG: Lire bonds                         159        159
       Zero coupon notes                  107        102
  SunAmerica                              863        989
- --------------------------------------------------------
  Total                                15,035     12,340
- --------------------------------------------------------
Loans and Mortgages Payable:
  ILFC(a)(b)                              739        811
  SPC Credit, Ltd. (SPC)(a)               539        532
  AIG Consumer Finance(a)                 250        254
  AIG                                     284        334
- --------------------------------------------------------
  Total                                 1,812      1,931
- --------------------------------------------------------
Total Borrowings                       34,629     31,910
- --------------------------------------------------------
Borrowings not guaranteed by AIG       13,544     12,042
Matched GIA borrowings                  8,872      9,188
Matched notes and bonds
  payable -- AIGFP                      8,942      6,565
- --------------------------------------------------------
                                       31,358     27,795
- --------------------------------------------------------
Remaining borrowings of AIG           $ 3,271    $ 4,115
- --------------------------------------------------------
</TABLE>

(a)AIG does not guarantee or support these borrowings.
(b)Capital lease obligations.

     The maturity distributions of total borrowings at June 30, 1999 and
December 31, 1998 were as follows:

(in millions)
- ------------------------------------------------------

<TABLE>
<CAPTION>
                                       1999       1998
- --------------------------------------------------------
<S>                                   <C>        <C>
Short-term borrowings                 $10,204    $ 9,190
Long-term borrowings(a)                24,425     22,720
- --------------------------------------------------------
Total borrowings                      $34,629    $31,910
- --------------------------------------------------------
</TABLE>

(a)Including commercial paper and excluding that portion of long-term debt
   maturing in less than one year.

     During the first six months of 1999, AIGFP increased the aggregate
principal amount outstanding of its notes and bonds payable to $9.47 billion.
AIGFP uses the proceeds from the issuance of notes and bonds and GIA borrowings
to invest in a diversified portfolio of securities and derivative transactions.
The funds may also be temporarily invested in securities purchased under
agreements to resell. (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 non-insurance
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, A.I. Credit Corp. (AICCO) and UFC, a consumer finance
subsidiary in Taiwan, issue commercial paper for the funding of their own
operations. AIG does not guarantee AICCO's, ILFC's or UFC'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 June 30, 1999, 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 June 30,
1999.

     At June 30, 1999, ILFC had increased the aggregate principal amount
outstanding of its medium term and term notes to $8.05 billion, a net increase
of $875 million, and recorded a net decline in its capital lease obligations of
$72 million and a net increase in its commercial paper of $683 million. At June
30, 1999, ILFC had $1.68 billion in aggregate principal amount of debt
securities registered for issuance from time to time. The proceeds of ILFC's
debt financing are primarily used to purchase flight equipment, including
progress payments during the construction phase. 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 and
refinancing of the prior
                                       21
<PAGE>   23

debt. (See also the discussions under "Operational Review" and "Liquidity"
herein.)

     During the first six months of 1999, AIG issued $30 million principal
amount of Medium Term Notes and no previously issued notes matured.

     At June 30, 1999, AIG had $478 million in aggregate principal amount of
debt securities registered for issuance from time to time.

     AIG's capital funds increased $1.75 billion during the first six months of
1999. Unrealized appreciation of investments, net of taxes decreased $845
million. During the first six months of 1999, the cumulative translation
adjustment loss, net of taxes increased $274 million. The changes from period to
period with respect to the unrealized appreciation of investments, net of taxes
was primarily impacted by interest rates. (See also the discussion under
"Operational Review" and "Liquidity" herein.) Retained earnings increased $2.33
billion, resulting from net income less dividends.

     During the period from January 1, 1999 through August 11, 1999, AIG
repurchased 2,219,250 shares of its common stock in the open market. Shares
repurchased prior to July 30, 1999, have been adjusted for the five for four
split in the form of a 25 percent common stock dividend. AIG intends to continue
to buy its common shares in the open market to satisfy its obligations under
various employee benefit plans.

     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 June 30, 1999, there
were no significant statutory or regulatory issues which would impair AIG's
financial condition, results of operations or liquidity. To AIG's knowledge, no
AIG company is on any regulatory or similar "watch list". (See also the
discussion under "Liquidity" herein.)

     The National Association of Insurance Commissioners (NAIC) has developed
Risk-Based Capital (RBC) requirements. RBC relates an individual insurance
company's statutory surplus to the risk inherent in its overall operations. At
June 30, 1999, 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.

     A substantial portion of AIG's general insurance business and a majority of
its life insurance business are conducted 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.

LIQUIDITY

     AIG's liquidity is primarily derived from the operating cash flows of its
general and life insurance operations.

     At June 30, 1999, AIG's consolidated invested assets included $6.42 billion
of cash and short-term investments. Consolidated net cash provided from
operating activities in the first six months of 1999 amounted to $2.13 billion.

     Sources of funds considered in meeting the objectives of AIG's financial
services operations 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 but not yet purchased, issuance of equity, and cash
provided from such operations. AIG's strong capital position is integral to
managing this liquidity, as it enables AIG to raise funds in diverse markets
worldwide. (See also the discussions under "Capital Resources" herein.)

     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.

     The liquidity of the combined insurance operations is derived both
domestically and abroad. The combined insurance operating cash flow is derived
from two sources, underwriting operations and investment operations. In the
aggregate, AIG's insurance operations generated approximately $10.0 billion in
pre-tax cash flow during the first six months of 1999. 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
                                       22
<PAGE>   24

occurrence of events specified in the policy, the losses and benefits are paid.
AIG's insurance investment operations generated approximately $4.0 billion in
investment income cash flow during the first six months of 1999. Investment
income cash flow is primarily derived from interest and dividends received and
includes realized capital gains net of realized capital losses.

     In addition to the combined insurance pre-tax operating cash flow, AIG's
insurance operations held $5.9 billion in cash and short-term investments at
June 30, 1999. The aforementioned operating cash flow and the cash and
short-term balances held provided AIG's insurance operations with a significant
amount of liquidity.

     This liquidity is available, among other things, 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. This cash flow coupled with proceeds of approximately $23
billion from the maturities, sales and redemptions of fixed income securities
and from the sale of equity securities was used to purchase approximately $34
billion of fixed income securities and marketable equity securities during the
first six months of 1999.

     The following table is a summary of AIG's invested assets by significant
segment, including investment income due and accrued of $1.96 billion and $1.87
billion and real estate of $1.51 billion and $1.61 billion at June 30, 1999 and
December 31, 1998, respectively:

(dollars in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               June 30, 1999                        December 31, 1998
                                                          -----------------------                -----------------------
                                                          Invested       Percent                 Invested       Percent
                                                           Assets        of Total                 Assets        of Total
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>                     <C>            <C>
General insurance                                         $ 38,475         20.9%                 $ 38,883         22.7%
Life insurance                                              83,794         45.6                    75,078         43.8
Financial services and asset management                     60,854         33.1                    56,619         33.1
Other                                                          682          0.4                       714          0.4
- ------------------------------------------------------------------------------------------------------------------------
Total                                                     $183,805        100.0%                 $171,294        100.0%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       23
<PAGE>   25

INSURANCE INVESTED ASSETS

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 June 30, 1999 and December 31, 1998:

(dollars in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  PERCENT DISTRIBUTION
                                                 GENERAL       LIFE                   PERCENT     ---------------------
                JUNE 30, 1999                   INSURANCE    INSURANCE     TOTAL      OF TOTAL    DOMESTIC     FOREIGN
- -----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>         <C>         <C>          <C>
Fixed maturities:
  Available for sale, at market value(a)         $16,135      $58,831     $ 74,966      61.3%        58.5%       41.5%
  Held to maturity, at amortized cost             12,359           --       12,359      10.1        100.0          --
Equity securities, at market value(b)              3,698        2,434        6,132       5.0         50.8        49.2
Mortgage loans on real estate, policy and
  collateral loans                                    69       10,309       10,378       8.5         57.4        42.6
Short-term investments, including time
  deposits, and cash                                 708        5,238        5,946       4.9         46.5        53.5
Real estate                                          377        1,065        1,442       1.2         19.5        80.5
Investment income due and accrued                    569        1,285        1,854       1.5         53.3        46.7
Other invested assets                              4,560        4,632        9,192       7.5         84.4        15.6
- -----------------------------------------------------------------------------------------------------------------------
Total                                            $38,475      $83,794     $122,269     100.0%        63.0%       37.0%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)Includes $1,016 of bonds trading securities, at market value.
(b)Includes $614 of preferred stock, at market value.

(dollars in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   Percent Distribution
                                               General         Life                    Percent     ---------------------
             December 31, 1998                Insurance      Insurance      Total      of Total    Domestic     Foreign
- ------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>         <C>         <C>          <C>
Fixed maturities:
  Available for sale, at market value(a)         $15,939        $51,237    $ 67,176      59.0%        56.4%       43.6%
  Held to maturity, at amortized cost             12,658             --      12,658      11.1        100.0          --
Equity securities, at market value(b)              3,923          2,092       6,015       5.3         54.1        45.9
Mortgage loans on real estate, policy and
  collateral loans                                    70          9,894       9,964       8.7         55.5        44.5
Short-term investments, including time
  deposits, and cash                                 873          5,835       6,708       5.9         42.6        57.4
Real estate                                          393          1,124       1,517       1.3         18.2        81.8
Investment income due and accrued                    568          1,197       1,765       1.5         51.2        48.8
Other invested assets                              4,459          3,699       8,158       7.2         85.9        14.1
- ------------------------------------------------------------------------------------------------------------------------
Total                                            $38,883        $75,078    $113,961     100.0%        61.7%       38.3%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)Includes $1,005 of bonds trading securities, at market value.
(b)Includes $593 of preferred stock, at market value.

     Generally, insurance regulations restrict the types of assets in which an
insurance company may invest.

     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. With respect to
general insurance, AIG's strategy is to invest in longer duration fixed
maturities to maximize the yields at the date of purchase. With respect to life
insurance, AIG's strategy is to produce cash flows required to meet maturing
insurance liabilities. (See also the discussion under "Operational Review: Life
Insurance Operations" herein.)

     The fixed maturity available for sale portfolio is subject to decline in
fair value as interest rates rise. Such declines in fair value are presented in
unrealized appreciation of investments, net of taxes as a component of
comprehensive income.

     The fixed maturities held to maturity portfolio is exposed to adverse
interest rate fluctuations. However, AIG has the ability and intent to hold such
securities to maturity. Therefore, there would be no detrimental impact to AIG's
results of operations or financial condition as a result of such fluctuations.

     At June 30, 1999, approximately 64.4 percent of the fixed maturities
investments were domestic securities. Approximately 36 percent of such domestic
securities were rated AAA. Approximately 14 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

                                       24
<PAGE>   26

services. 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 June 30, 1999, approximately 16 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
13 percent were below investment grade or not rated at that date. A large
portion of these fixed maturity securities are sovereign fixed maturity
securities supporting the policy liabilities in the country of issuance.

     At June 30, 1999, approximately 17 percent of the fixed maturities
portfolio was collateralized mortgage obligations (CMOs), including commercial
mortgage backed securities. Primarily all of the CMOs were investment grade and
approximately 19 percent of the CMOs were backed by various U.S. government
agencies. CMOs are exposed to interest rate risk as the duration and ultimate
realized yield would be affected by the changes in prepayments of the underlying
mortgages.

     Any fixed income security may be subject to downgrade for a variety of
reasons subsequent to any balance sheet date.

     AIG invests in equities for reasons including diversifying its overall
exposure to interest rate risk. Equity securities are subject to declines in
fair value. Such declines in fair value are presented in unrealized appreciation
of investments, net of taxes as a component of comprehensive income.

     Mortgage loans on real estate, policy and collateral loans comprised 8.5
percent of AIG's insurance invested assets at June 30, 1999. AIG's insurance
operations' holdings of real estate mortgages amounted to $6.62 billion of which
74.5 percent was domestic. At June 30, 1999 only a nominal amount were in
default. It is AIG's practice to maintain a maximum loan to value ratio of 75
percent at loan origination. At June 30, 1999, AIG's insurance holdings of
collateral loans amounted to $1.13 billion, all of which were foreign. It is
AIG's strategy to enter into mortgage and collateral loans as an adjunct
primarily to life insurance fixed maturity investments. AIG's policy loans
decreased from $2.63 billion at December 31, 1998 to $2.62 billion at June 30,
1999.

     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.

     When permitted by regulatory authorities and when deemed necessary to
protect insurance assets, including invested assets, from adverse movements in
foreign currency exchange rates, interest rates and equity prices, AIG and its
insurance subsidiaries may enter into derivative transactions as end users. To
date, such activities have not been significant. (See also the discussion under
"Derivatives" herein.)

     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.

     AIG's insurance operations are exposed to market risk. Market risk is the
risk of loss of fair value resulting from adverse fluctuations in interest and
foreign currency exchange rates and equity prices.

     Measuring potential losses in fair values has recently become the focus of
risk management efforts by many companies. Such measurements are performed
through the application of various statistical techniques. One such technique is
Value at Risk (VaR). VaR is a summary statistical measure that uses historical
interest and foreign currency exchange rates and equity prices and estimates the
volatility and correlation of each of these rates and prices to calculate the
maximum loss that could occur over a defined period of time given a certain
probability.

     AIG believes that statistical models alone do not provide a reliable method
of monitoring and controlling market risk. While VaR models are relatively
sophisticated, the quantitative market risk information generated is limited by
the assumptions and parameters established in creating the related

                                       25
<PAGE>   27

models. Therefore, such models are tools and do not substitute for the
experience or judgment of senior management.

     AIG has performed a VaR analysis to estimate the maximum potential loss of
fair value for each of AIG's insurance segments and for each market risk within
each insurance segment. In this analysis, financial instrument assets include
the domestic and foreign invested assets excluding real estate and investment
income due and accrued. Financial instrument liabilities include reserve for
losses and loss expenses, reserve for unearned premiums, future policy benefits
for life and accident and health insurance contracts and policyholders' funds.

     Due to the nature of each insurance segment, AIG manages the general and
life insurance operations separately. As a result, AIG manages separately the
invested assets of each. Accordingly, the VaR analysis was separately performed
for the general and the life insurance operations.

     AIG calculated the VaR with respect to the net fair value of each of AIG's
insurance segments as of March 31, 1999 and December 31, 1998. Through June 30,
1999, the economic facts and circumstances have not significantly changed.
Therefore, the VaR at March 31, 1999 was representative of a VaR at June 30,
1999. These calculations used the variance-covariance (delta-normal)
methodology. These calculations also used daily historical interest and foreign
currency exchange rates and equity prices in the two years ending March 31, 1999
and December 31, 1998, as applicable. The VaR model estimated the volatility of
each of these rates, equity prices and the correlations among them. For interest
rates, each country's yield curve was constructed using eleven separate points
on this curve to model possible curve movements. Inter-country correlations were
also used. The redemption experience of municipal and corporate fixed maturities
and mortgage securities was taken into account as well as the use of financial
modeling. Thus, the VaR measured the sensitivity of the asset and the liability
portfolios of each of the aforementioned market exposures. Each sensitivity was
estimated separately to capture the market exposures within each insurance
segment. These sensitivities were then applied to a database, which contained
both historical ranges of movements in all market factors and the correlations
among them. The results were aggregated to provide a single amount that depicts
the maximum potential loss in fair value at a confidence level of 95 percent for
a time period of one month. At March 31, 1999 and December 31, 1998 the VaR of
AIG's insurance segments was approximately $776 million and $760 million for
general insurance, respectively, and $1.05 billion and $981 million for life
insurance, respectively.

     The following table presents the VaR of each component of market risk for
each of AIG's insurance segments as of March 31, 1999 and December 31, 1998. VaR
with respect to combined operations cannot be derived by aggregating the
individual risk or segment amounts presented herein.

(in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     GENERAL INSURANCE          LIFE INSURANCE
                                                                     -----------------         -----------------
MARKET RISK                                                          1999         1998         1999         1998
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>          <C>          <C>
Interest rate                                                        $267         $232         $870         $809
Currency                                                               26           26          470          457
Equity                                                                716          716          281          254
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

FINANCIAL SERVICES AND ASSET MANAGEMENT INVESTED ASSETS

     The following table is a summary of the composition of AIG's financial
services and asset management invested assets at June 30, 1999 and December 31,
1998. (See also the discussions under "Operational Review: Financial Services
Operations", "Operational Review: Asset Management Operations", "Capital
Resources" and "Derivatives" herein.)

                                       26
<PAGE>   28

(dollars in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        1999                        1998
                                                               ----------------------      ----------------------
                                                               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                                     $18,072         29.7%       $ 16,330        28.8%
Unrealized gain on interest rate and currency swaps, options
  and forward transactions                                       7,099         11.7           9,881        17.5
Securities available for sale, at market value                  11,497         18.9          10,674        18.9
Trading securities, at market value                              5,326          8.7           5,668        10.0
Securities purchased under agreements to resell, at contract
  value                                                         11,235         18.5           4,838         8.5
Trading assets                                                   4,512          7.4           6,229        11.0
Spot commodities, at market value                                  578          0.9             476         0.8
Other, including short-term investments                          2,535          4.2           2,523         4.5
- -----------------------------------------------------------------------------------------------------------------
Total                                                          $60,854        100.0%       $ 56,619       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 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 and refinancing of the prior debt. During the first six months of 1999,
ILFC acquired flight equipment costing $2.31 billion.

     ILFC is exposed to market risk and the risk of loss of fair value resulting
from adverse fluctuations in interest rates. As of December 31, 1998, AIG
statistically measured the aforementioned loss of fair value through the
application of a VaR model. In this analysis, the net fair value of ILFC was
determined using the financial instrument assets which included the tax adjusted
future flight equipment lease revenue and the financial instrument liabilities
which included the future servicing of the current debt. The estimated impact of
the current derivative positions was also taken into account.

     AIG calculated the VaR with respect to the net fair value of ILFC using the
variance-covariance (delta-normal) methodology. This calculation also used daily
historical interest rates for the two years ending March 31, 1999 and December
31, 1998. The VaR model estimated the volatility of each of these interest rates
and the correlation among them. The yield curve was constructed using eleven key
points on the curve to model possible curve movements. Thus, the VaR measured
the sensitivity of the assets and liabilities to the calculated interest rate
exposures. These sensitivities were then applied to a database, which contained
the historical ranges of movements in interest rates and the correlation among
them. The results were aggregated to provide a single amount that depicts the
maximum potential loss in fair value of a confidence level of 95 percent for a
time period of one month. As of March 31, 1999 and December 31, 1998, the VaR
with respect to the aforementioned net fair value of ILFC was approximately $12
million and $9 million, respectively. Through June 30, 1999, the economic facts
and circumstances have not significantly changed. Therefore, the VaR at March
31, 1999 was representative of a VaR at June 30, 1999.

     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 "Operational Review: Financial Services Operations" and "Derivatives"
herein.)

     AIGFP uses the proceeds from the issuance of notes and bonds and GIA
borrowings to invest in a diversified portfolio of securities, including
securities available for sale, at market, and derivative transactions. The funds
may also be temporarily invested in securities purchased under agreements to
resell. The proceeds from the disposal of the aforementioned securities
available for sale and securities purchased under agreements to resell have been
used to fund the maturing GIAs

                                       27
<PAGE>   29

or other AIGFP financings. (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 June 30,
1999, the average credit rating of this portfolio was AA or the equivalent
thereto as determined through rating agencies or internal review. AIGFP has also
entered into credit derivative transactions to hedge its credit risk associated
with $229 million of these securities. There were no securities deemed below
investment grade at June 30, 1999. There have been no significant downgrades
through August 1, 1999. 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 and precious and base metals. 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, foreign
currency exchange rates and commodity prices. AIGTG supports its trading
activities largely through trading liabilities, unrealized losses on swaps,
short-term borrowings, securities sold under agreements to repurchase and
securities and commodities sold, but not yet purchased. (See also the
discussions under "Capital Resources" and "Derivatives" herein.)

                                       28
<PAGE>   30

     The gross unrealized gains and gross unrealized losses of AIGFP and AIGTG
included in the financial services assets and liabilities at June 30, 1999 were
as follows:

(in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                GROSS         GROSS
                                                              UNREALIZED    UNREALIZED
                                                                GAINS         LOSSES
- --------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
Securities available for sale, at market value                    $ 473          $ 438
Unrealized gain/loss on interest rate and currency swaps,
  options and forward transactions(a)(b)                          7,099          7,356
Trading assets                                                    4,773          3,063
Spot commodities, at market value                                    38             --
Trading liabilities                                                  --          2,933
Securities and spot commodities sold but not yet purchased,
  at market value                                                   468             --
- --------------------------------------------------------------------------------------
</TABLE>

(a)These amounts are also presented as the respective balance sheet amounts.
(b)At June 30, 1999, AIGTG's replacement values with respect to interest rate
and currency swaps were $519 million.

     AIGFP's interest rate and currency risks on securities available for sale,
at market, are managed by taking offsetting positions on a security by security
basis, thereby offsetting a significant portion of the unrealized appreciation
or depreciation. At June 30, 1999, the unrealized gains and losses remaining
after the benefit of the offsets were $43 million and $8 million, respectively.

     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.

     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 to 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 arises principally from the uncertainty that future earnings
are exposed to potential changes in volatility, interest rates, foreign currency
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 market 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 sensitivity analysis are used. Additionally, this department
verifies that specific market risks of each of certain subsidiaries are managed
and hedged by that subsidiary.

     AIGFP is exposed to market risk due to changes in the level and volatility
of interest rates and the shape and slope of the yield curve. AIGFP hedges its
exposure to interest rate risk by entering into transactions such as interest
rate swaps and options and purchasing U.S. and foreign government obligations.

     AIGFP is exposed to market risk due to changes in and volatility of foreign
currency exchange rates. AIGFP hedges its foreign currency exchange risk
primarily through the use of currency swaps, options, forwards and futures.

     AIGFP is exposed to market risk due to changes in the level and volatility
of equity prices which affect the value of securities or instruments that derive
their value from a particular stock, a basket of stocks or a stock index. AIGFP
reduces the risk of loss inherent in its inventory in equity securities by
entering into hedging transactions, including equity swaps and options and
purchasing U.S. and foreign government obligations.

     AIGFP does not seek to manage the market risk of each of its transactions
through an individual

                                       29
<PAGE>   31

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 changes in interest rates and other 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.

     All of AIGTG's market risk sensitive instruments are entered into for
trading purposes. The fair values of AIGTG's financial instruments are exposed
to market risk as a result of adverse market changes in interest rates, foreign
currency exchange rates, commodity prices and adverse changes in the liquidity
of the markets in which AIGTG trades.

     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 expects 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 books
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 may determine 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. Though not
indicative of the future, past volatile market scenarios have represented profit
opportunities for AIGTG.

                                       30
<PAGE>   32

     AIGFP and AIGTG are both exposed to the risk of loss of fair value from
adverse fluctuations in interest rate and foreign currency exchange rates and
equity and commodity prices. AIG statistically measured the losses of fair value
through the application of a VaR model. AIG separately calculated the VaR with
respect to AIGFP and AIGTG, as AIG manages these operations separately.

     AIGFP's and AIGTG's asset and liability portfolios for which the VaR
analyses were performed included over the counter and exchange traded
investments, derivative instruments and commodities. Since the market risk with
respect to securities available for sale, at market is substantially hedged,
segregation of market sensitive instruments into trading and other than trading
was not deemed necessary.

     AIG calculated the VaR with respect to AIGFP and AIGTG as of March 31, 1999
and December 31, 1998. Through June 30, 1999, the economic factors and
circumstances have not significantly changed. Therefore, the VaR at March 31,
1999 was representative of a VaR at June 30, 1999. These calculations used the
variance-covariance (delta-normal) methodology. These calculations also used,
where appropriate for each entity, daily historical interest and foreign
currency exchange rates and equity/commodity prices in the two years ending
March 31, 1999 and December 31, 1998, as applicable. The VaR model estimated the
volatility of each of these rates, prices and the correlations among them. For
interest rates, the yield curves of the United States and certain foreign
countries were constructed using eleven separate points on each country's yield
curve to model possible curve movements. Inter-country correlations were also
used. The redemption experience of corporate fixed maturities was taken into
account. Thus, the VaR measured the sensitivity of the asset and the liability
portfolios of each of the market exposures. Each sensitivity was estimated
separately to capture the market exposures within each entity. These
sensitivities were then applied to a database, which contained both historical
ranges of movements in all market factors and the correlations among them. The
results depict the maximum potential loss in fair value at a confidence level of
95 percent.

     Given the distinct business strategies at AIGFP and AIGTG, the VaR
calculations used different time periods to measure market exposures. Many of
AIGFP's customized, longer-term contracts may require several days to transact
and hedge. AIG therefore used a one month holding period to measure market
exposures for AIGFP. The large majority of AIGTG's contracts can be arranged and
hedged within one day. AIG therefore used a one day holding period to measure
market exposures at AIGTG.

     The following table presents the VaR on a combined basis and of each
component of AIGFP's and AIGTG's market risk as of March 31, 1999 and December
31, 1998. VaR with respect to combined operations cannot be derived by
aggregating the individual risk presented herein.

(in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               AIGFP(a)      AIGTG(b)
                                                              -----------   -----------
                        MARKET RISKS                          1999   1998   1999   1998
- ---------------------------------------------------------------------------------------
<S>                                                           <C>    <C>    <C>    <C>
Combined                                                      $23    $42    $ 4    $ 3
Interest rate                                                  23     42      2      3
Currency                                                       --     --      4      2
Equity/Commodity                                                1      2     --     --
- ---------------------------------------------------------------------------------------
</TABLE>

(a)A one month holding period was used to measure the market exposures of AIGFP.
(b)A one day holding period was used to measure the market exposures of AIGTG.

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 swaps, currency swaps,
equity swaps and swaptions. Such derivatives are traded over the counter. An
interest rate swap is a contract between two parties to exchange interest rate
payments (typically

                                       31
<PAGE>   33

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. Currency and equity swaps are similar to interest rate swaps but may
involve the exchange of principal amounts at the commencement and termination of
the swap. Swaptions are options where the holder has the right but not the
obligation to enter into a swap transaction or cancel an existing swap
transaction.

     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.

     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.

     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. Options may be traded over the counter or on an exchange.

     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.

     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-offs in the event of a default or in connection with the termination of a
transaction. Under such agreements, 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 counterpar-

                                       32
<PAGE>   34

ties which are similar in effect to those discussed above.

     The following tables provide the notional and contractual amounts of
AIGFP's and AIGTG's derivative transactions at June 30, 1999 and December 31,
1998.

     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, netting under ISDA Master Agreements and applying
collateral held.

     The following table presents AIGFP's derivatives portfolio by maturity and
type of derivative at June 30, 1999 and December 31, 1998:

(in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        REMAINING LIFE
                                           -------------------------------------------------------------------------
                                             ONE       TWO THROUGH    SIX THROUGH    AFTER TEN    TOTAL      TOTAL
                                             YEAR      FIVE YEARS      TEN YEARS       YEARS       1999       1998
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>            <C>            <C>         <C>        <C>
Interest rate, currency and
  equity/commodity swaps and swaptions:
Notional amount:
  Interest rate swaps                      $ 76,978     $104,605        $55,169       $ 6,912    $243,664   $255,917
  Currency swaps                             23,193       28,801         19,776         2,969      74,739     73,894
  Swaptions and equity swaps                  4,289       18,723         10,523         1,653      35,188     15,685
- --------------------------------------------------------------------------------------------------------------------
Total                                      $104,460     $152,129        $85,468       $11,534    $353,591   $345,496
- --------------------------------------------------------------------------------------------------------------------
Futures and forward contracts:
Exchange traded futures contracts
  contractual amount                       $  8,709           --             --            --    $  8,709   $  8,290
- --------------------------------------------------------------------------------------------------------------------
Over the counter forward contracts
  contractual amount                       $ 32,988     $     66             --            --    $ 33,054   $ 42,898
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

     AIGFP determines counterparty credit quality by reference to ratings from
independent rating agencies or internal analysis. At June 30, 1999 and December
31, 1998, the counterparty credit quality by derivative product with respect to
the net replacement value of AIGFP's derivatives portfolio was as follows:

(in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  NET REPLACEMENT VALUE
                                                              ------------------------------
                                                              SWAPS AND       FUTURES AND       TOTAL     TOTAL
                                                              SWAPTIONS    FORWARD CONTRACTS     1999      1998
- ----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>                  <C>       <C>
Counterparty credit quality:
  AAA                                                          $1,940             $--           $1,940    $2,360
  AA                                                            2,291              54            2,345     3,688
  A                                                             1,113               2            1,115     1,883
  BBB                                                             978               7              985     1,085
  Below investment grade                                          155              --              155       210
- ----------------------------------------------------------------------------------------------------------------
Total                                                          $6,477             $63           $6,540    $9,226
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       33
<PAGE>   35

     At June 30, 1999 and December 31, 1998, the counterparty breakdown by
industry with respect to the net replacement value of AIGFP's derivatives
portfolio was as follows:

(in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  NET REPLACEMENT VALUE
                                                              ------------------------------
                                                              SWAPS AND       FUTURES AND       TOTAL     TOTAL
                                                              SWAPTIONS    FORWARD CONTRACTS     1999      1998
- ----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>                  <C>       <C>
Non-U.S. banks                                                 $2,192             $37           $2,229    $2,877
Insured municipalities                                            511              --              511       784
U.S. industrials                                                  603              --              603     1,125
Governmental                                                      403              --              403       603
Non-U.S. financial service companies                              145              --              145       272
Non-U.S. industrials                                            1,060              --            1,060     1,145
Special purpose                                                   481              --              481       423
U.S. banks                                                        365              26              391       911
U.S. financial service companies                                  496              --              496       932
Supranationals                                                    221              --              221       154
- ----------------------------------------------------------------------------------------------------------------
Total                                                          $6,477             $63           $6,540    $9,226
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

     The following tables provide the contractual and notional amounts of
AIGTG's derivatives portfolio at June 30, 1999 and December 31, 1998. In
addition, the estimated positive fair values associated with the derivatives
portfolio are also provided and include a maturity profile for the June 30, 1999
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 June 30, 1999
and December 31, 1998. 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 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.

                                       34
<PAGE>   36

     The following tables present AIGTG's derivatives portfolio and the
associated credit exposure, if applicable, by maturity and type of derivative at
June 30, 1999 and December 31, 1998:

(in millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               REMAINING LIFE
                                              ------------------------------------------------
                                                ONE      TWO THROUGH   SIX THROUGH   AFTER TEN    TOTAL      TOTAL
                                                YEAR     FIVE YEARS     TEN YEARS      YEARS       1999       1998
- --------------------------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>           <C>           <C>         <C>        <C>
Contractual amount of futures, forwards and
  options:
  Exchange traded futures and options         $ 11,423     $ 3,118       $   67       $   --     $ 14,608   $ 11,836
- --------------------------------------------------------------------------------------------------------------------
  Forwards                                    $216,068     $16,845       $2,509       $    7     $235,429   $282,157
- --------------------------------------------------------------------------------------------------------------------
  Over the counter purchased options          $ 50,379     $19,098       $4,281       $2,310     $ 76,068   $ 58,860
- --------------------------------------------------------------------------------------------------------------------
  Over the counter sold options(a)            $ 50,058     $19,054       $4,726       $2,167     $ 76,005   $ 58,861
- --------------------------------------------------------------------------------------------------------------------
Notional amount:
  Interest rate swaps and forward rate
    agreements                                $ 60,407     $26,993       $6,500       $  688     $ 94,588   $110,791
  Currency swaps                                 2,319       4,570          746           --        7,635      7,512
  Swaptions                                        702       6,200        1,831          286        9,019      5,766
- --------------------------------------------------------------------------------------------------------------------
Total                                         $ 63,428     $37,763       $9,077       $  974     $111,242   $124,069
- --------------------------------------------------------------------------------------------------------------------
Credit exposure:
  Futures, forwards, swaptions and purchased
    options contracts and interest rate and
    currency swaps:
  Gross replacement value                     $  5,345     $ 1,885       $  492       $   86     $  7,808   $  9,791
  Master netting arrangements                   (3,059)     (1,002)        (321)         (65)      (4,447)    (5,610)
  Collateral                                      (147)        (59)         (11)          --         (217)      (359)
- --------------------------------------------------------------------------------------------------------------------
Net replacement value(b)                      $  2,139     $   824       $  160       $   21     $  3,144   $  3,822
- --------------------------------------------------------------------------------------------------------------------
</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 exposure.
(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.

                                       35
<PAGE>   37

     AIGTG determines counterparty credit quality by reference to ratings from
independent rating agencies or internal analysis. At June 30, 1999 and December
31, 1998, 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 millions)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 NET REPLACEMENT VALUE
                                                                -----------------------
                                                                 1999             1998
- ---------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
Counterparty credit quality:
  AAA                                                           $  333           $  462
  AA                                                             1,376            1,821
  A                                                                882            1,066
  BBB                                                              279              221
  Below investment grade                                            29               26
  Not externally rated, including exchange traded futures
    and options*                                                   245              226
- ---------------------------------------------------------------------------------------
Total                                                           $3,144           $3,822
- ---------------------------------------------------------------------------------------
Counterparty breakdown by industry:
  Non-U.S. banks                                                $1,126           $1,253
  U.S. industrials                                                 104              381
  Governmental                                                     110              184
  Non-U.S. financial service companies                             200              406
  Non-U.S. industrials                                             503              150
  U.S. banks                                                       360              593
  U.S. financial service companies                                 496              629
  Exchanges*                                                       245              226
- ---------------------------------------------------------------------------------------
Total                                                           $3,144           $3,822
- ---------------------------------------------------------------------------------------
</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 its insurance operations; to date, such
activities have not been significant.

     AIG has formed a Derivatives Review Committee. This committee, with certain
exceptions, provides an independent review of any proposed derivative
transaction. The committee examines, among other things, the nature and purpose
of the derivative transaction, its potential credit exposure, if any, and the
estimated benefits. This committee does not review those derivative transactions
entered into by AIGFP and AIGTG for their own account.

     AIG, through its Foreign Exchange Operating Committee, evaluates each of
its worldwide consolidated foreign currency 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 comprehensive
income in capital funds.

     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 legal advisors, both
domestically and abroad, in order to understand the nature of legal risk, to
improve documentation and to strengthen transaction structure.

ACCOUNTING STANDARDS

     In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 131 "Disclosure about
                                       36
<PAGE>   38

Segments of an Enterprise and Related Information" (FASB 131). FASB 131
establishes standards for the way AIG is required to disclose certain
information about its operating segments in its annual financial statements and
certain 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
was effective for the year ended December 31, 1998 and has been adopted herein.

     In February 1998, FASB issued Statement of Financial Accounting Standards
No. 132 "Employers' Disclosures about Pensions and Other Postretirement
Benefits" (FASB 132). This statement requires AIG to revise its disclosures
about pension and other postretirement benefit plans and does not change the
measurement or recognition of these plans. Also, FASB 132 requires additional
information on changes in the benefit obligations and fair values of plan
assets. AIG adopted all requirements of FASB 132 at December 31, 1998.

     In June 1998, FASB issued Statement of Financial Accounting Standards No.
133 "Accounting for Derivative Instruments and Hedging Activities" (FASB 133).
This statement requires AIG to recognize all derivatives in the consolidated
balance sheet measuring these derivatives at fair value. The recognition of the
change in the fair value of a derivative depends on a number of factors,
including the intended use of the derivative. Currently, AIGTG and AIGFP
present, in all material respects, the changes in fair value of their derivative
transactions as a component of AIG's operating income. AIG is evaluating the
impact of FASB 133 with respect to derivative transactions entered into by other
AIG operations. AIG believes that the impact of FASB 133 on its results of
operations, financial condition or liquidity will not be significant. FASB 133
is effective for the year commencing January 1, 2001.

     In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants (AcSEC) issued Statement of
Position (SOP) 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments." This statement provides guidance for the
recording of a liability for insurance-related assessments. The statement
requires that a liability be recognized in certain defined circumstances. This
statement was effective for the year commencing January 1, 1999 and has been
adopted herein. SOP 97-3 did not have a material impact on AIG's results of
operations, financial condition or liquidity.

     In October 1998, AcSEC issued SOP 98-7, "Deposit Accounting: Accounting for
Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk." This
statement identifies several methods of deposit accounting and provides guidance
on the application of each method. This statement classifies insurance and
reinsurance contracts for which the deposit method is appropriate as contracts
that (i) transfer only significant timing risk, (ii) transfer only significant
underwriting risk, (iii) transfer neither significant timing nor underwriting
risk, and (iv) have an indeterminate risk. AIG believes that the impact of this
statement on its results of operations, financial condition or liquidity will
not be significant. This statement is effective for the year commencing January
1, 2000. Restatement of previously issued financial statements is not permitted.

YEAR 2000 ISSUES

     Any statements contained herein that are not historical facts, or that
might be considered an opinion or projection, whether expressed or implied, are
meant as, and should be considered, forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on assumptions and opinions concerning a variety of known
and unknown risks, including those risks related to the Year 2000 issue. If any
assumptions or opinions prove incorrect, any forward-looking statements made on
that basis may also prove materially incorrect.

     The Year 2000 issue arises from computer programs being written using two
digits rather than four digits to define the applicable year. This could result
in a failure of the information technology systems (IT systems) and other
equipment containing imbedded technology (non-IT systems) in the year 2000,
causing disruption of operations of AIG, its lessees, vendors, or business
partners.

     AIG has developed a plan to address the Year 2000 issue as it affects AIG's
internal IT and non-IT systems, and to assess Year 2000 issues relating to third
parties with whom AIG has critical relationships.

                                       37
<PAGE>   39

     The plan for addressing internal systems includes an assessment of internal
IT and non-IT systems and equipment affected by the Year 2000 issue; definition
of strategies to address affected systems and equipment; remediation of
identified affected systems and equipment; and internal certification that each
internal system is Year 2000 compliant. AIG has remediated, tested and returned
to production substantially all of its internal IT systems. Internal non-IT
systems have been substantially remediated or replaced and subsequently tested
for compliance.

     AIG has also initiated formal communications with respect to the Year 2000
issue to those third parties which have significant interaction with AIG.
Currently, AIG is unable to ascertain whether all such third parties will
successfully address the Year 2000 issue, particularly those third parties
outside the United States where it is believed that remediation efforts relating
to the Year 2000 issue may be less advanced. While AIG expects to have no
interruption of operations as a result of its internal IT and non-IT systems,
significant uncertainties remain about the effect on AIG of third parties who
are not Year 2000 compliant. AIG will continue to monitor third party Year 2000
issue readiness to determine whether additional or alternative measures may be
necessary. In order to limit potential business interruptions caused by third
parties who may not be Year 2000 compliant, AIG identified and prioritized all
critical business activities and third party relationships, such as banks,
vendors, brokers and municipalities. AIG has contacted these parties to obtain
information concerning the status of their compliance and is assessing such
information. Contingency plans have been developed which may include
establishing another source, providing assistance to the party or instituting
manual processes on a temporary basis. Contingency plans are being reviewed and
approved by senior management of AIG. There can be no assurance that unresolved
Year 2000 issues of third parties will not have a material adverse impact on
AIG's results of operations, financial condition or liquidity.

     In addition, a comprehensive plan is under development to establish
appropriate communication and command structures at all levels of management
throughout the world. These plans are currently scheduled to be tested in the
Fall of 1999 to insure that sufficient resources will be available for any
problems that may occur.

     The project continues to be monitored by an executive steering committee,
AIG's internal audit group and an external consulting company that has been
retained to monitor the project through completion.

     The costs associated with addressing the Year 2000 issue, including
developing and implementing the above stated plans and remediating affected
systems and equipment, have approximated $129 million and have been expensed as
incurred. AIG estimates that the total costs of the Year 2000 remediation will
approximate $175 million.

RECENT DEVELOPMENTS

     On January 1, 1999, certain of the member nations of the European Economic
and Monetary Union (EMU) adopted a common currency, the euro. Once the national
currencies are phased out, the euro will be the sole legal tender of each of
these nations. During the transition period, commerce of these nations will be
transacted in the euro or in the currently existing national currency.

     AIG has identified the significant issues and is prepared with respect to
the phase in of and ultimate redenomination to the euro. Any costs associated
with the adoption of the euro are expensed as incurred and are not material to
AIG's results of operations, financial condition or liquidity.

     The merger of SunAmerica Inc., a leading company in the retirement savings
and asset accumulation business, with and into AIG was effective January 1,
1999. The transaction was treated as a pooling of interests for accounting
purposes. AIG issued 0.855 shares in exchange for each share of SunAmerica Inc.
stock outstanding at the effective time of the merger for an aggregate issuance
of approximately 187.5 million shares.

                                       38
<PAGE>   40

PART II -- OTHER INFORMATION

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the Annual Meeting of Shareholders held on May 19, 1999, the
Shareholders of AIG:

     (a) elected nineteen directors as follows:

<TABLE>
<CAPTION>
                                                                      SHARES
                     NOMINEE                        SHARES FOR       WITHHELD
                     -------                       -------------    ----------
<S>                                                <C>              <C>
M. Bernard Aidinoff..............................  1,102,010,655    19,318,644
Eli Broad........................................  1,107,705,792    13,623,507
Pei-yuan Chia....................................  1,103,416,367    17,912,932
Marshall A. Cohen................................  1,111,172,568    10,156,731
Barber B. Conable, Jr............................  1,110,970,752    10,358,547
Martin S. Feldstein..............................  1,111,306,395    10,022,904
Ellen V. Futter..................................  1,106,852,976    14,476,323
Leslie L. Gonda..................................  1,107,404,462    13,924,837
Evan G. Greenberg................................  1,107,578,241    13,751,058
Maurice R. Greenberg.............................  1,107,588,661    13,740,638
Carla A. Hills...................................  1,102,998,382    18,330,917
Frank J. Hoenemeyer..............................  1,110,965,993    10,363,306
Edward E. Matthews...............................  1,107,581,470    13,747,829
Dean P. Phypers..................................  1,111,027,286    10,302,013
Howard I. Smith..................................  1,107,714,250    13,615,049
Thomas R. Tizzio.................................  1,107,715,049    13,614,250
Edmund S.W. Tse..................................  1,108,145,842    13,183,457
Jay S. Wintrob...................................  1,107,775,788    13,553,511
Frank G. Wisner..................................  1,108,096,276    13,233,023
</TABLE>

     (b) approved, by a vote of 1,117,883,598 shares to 1,161,507 shares, with
         2,284,194 abstentions, a proposal to select PricewaterhouseCoopers LLP
         as independent accountants for 1999;

     (c) rejected, by a vote of 248,472,861 shares for and 770,000,959 shares
         against, with 16,849,462 shares abstaining and 86,006,017 shares not
         voting, a shareholder proposal requesting AIG to change the composition
         of the Nominating Committee;

     (d) rejected, by a vote of 68,497,980 shares for and 952,590,352 shares
         against, with 14,234,950 shares abstaining and 86,006,017 shares not
         voting, a shareholder proposal requesting AIG to provide a report on
         certain Board matters;

     (e) rejected, by a vote of 73,637,651 shares for and 929,299,930 shares
         against, with 32,385,701 shares abstaining and 86,006,017 shares not
         voting, a shareholder proposal requesting AIG to distribute certain
         statistical data on employees; and

     (f) rejected, by a vote of 8,000,105 shares for and 998,343,338 shares
         against, with 28,979,839 shares abstaining and 86,006,017 shares not
         voting, a shareholder proposal requesting AIG to take certain actions
         with respect to its business in Switzerland.

                                       39
<PAGE>   41

ITEM 5 -- OTHER INFORMATION

     Proposals intended for inclusion in next year's proxy statement must be
received by December 9, 1999. Under the AIG By-Laws, notice of any other
shareholder proposal to be made at the 2000 Annual Meeting of Shareholders must
be received not less than 90 nor more than 120 days prior to May 19, 2000 unless
the 2000 Annual Meeting is not scheduled to be held on a date between April 19,
2000 and June 18, 2000, in which case notice must be received no less than the
later of 90 days prior to the date on which such meeting is scheduled or 10 days
after the date on which such meeting date is first publicly announced.

ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          See accompanying Exhibit Index.

     (b)  During the three months ended June 30, 1999, AIG filed a current
          report on Form 8-K, dated June 3, 1999 (the "Form 8-K"), which
          reported the restated financial statements and financial statement
          schedules for the three years ended December 31, 1998 prepared in
          accordance with Regulation S-X, together with Selected Consolidated
          Financial Data and Management's Discussion and Analysis of Financial
          Condition and Results of Operations, to retroactively reflect the
          acquisition of SunAmerica Inc. as of January 1, 1999, on a pooling of
          interests basis. Also included were Exhibit 12, Computation of Ratios
          of Earnings to Fixed Charges, and Exhibit 23, Consent of Independent
          Accountants. An amendment to the Form 8-K was filed on August 11,
          1999.

                                       40
<PAGE>   42

                                   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/ HOWARD I. SMITH
                                          --------------------------------------
                                                     Howard I. Smith
                                                Executive Vice President,
                                                 Chief Financial Officer
                                                     and Comptroller

Dated: August 13, 1999

                                       41
<PAGE>   43

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION                                LOCATION
- -------                           -----------                                --------
<S>       <C>                                                           <C>
 2        Plan of acquisition, reorganization, arrangement,
          liquidation or succession...................................  None
 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>

                                       42

<PAGE>   1

                                                                      EXHIBIT 11

                       AMERICAN INTERNATIONAL GROUP, INC.

                       COMPUTATION OF EARNINGS PER SHARE
                    (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                             SIX MONTHS          THREE MONTHS
                                                           ENDED JUNE 30,       ENDED JUNE 30,
                                                          -----------------    ----------------
                                                          1999(a)     1998      1999      1998
                                                          -------    ------    ------    ------
<S>                                                       <C>        <C>       <C>       <C>
Share information reflects an adjustment on a pro forma
  basis for a common stock split in the form of a 25
  percent common stock dividend paid July 30, 1999.
Numerator:
Basic:
Net income..............................................  $2,476     $2,086    $1,277    $1,076
Series E Mandatory Conversion Premium Dividend Preferred
  Stock.................................................      --         (6)       --        (3)
                                                          ------     ------    ------    ------
Net income (applicable to common stock).................  $2,476     $2,080    $1,277    $1,073
                                                          ======     ======    ======    ======
Diluted:
Net income (applicable to common stock).................  $2,476     $2,086    $1,277    $1,076
                                                          ======     ======    ======    ======
Denominator:
Basic:
Average outstanding shares used in the computation of
  per share earnings:
  Common stock..........................................   1,667      1,632     1,667     1,632
  Common stock in treasury..............................    (119)      (111)     (118)     (111)
  Common stock issued and outstanding but not vested to
     participants under various employee stock plans....      --         (3)       --        (3)
                                                          ------     ------    ------    ------
Average outstanding shares -- basic.....................   1,548      1,518     1,549     1,518
                                                          ------     ------    ------    ------
Diluted:
Average outstanding shares used in the computation of
  per share earnings:
  Common stock..........................................   1,667      1,632     1,667     1,632
  Common stock in treasury..............................    (119)      (111)     (118)     (111)
Stock options and stock purchase plan (treasury stock
  method)...............................................       7          5         7         5
SunAmerica employee stock plans.........................      13         10        13        11
Average number of shares issuable upon conversion of
  Series E Mandatory Conversion Premium Dividend
  Preferred Stock.......................................      --         14        --        14
Average number of shares issuable upon conversion of
  Premium Equity Redemption Cumulative Security Units...      --          6        --         6
                                                          ------     ------    ------    ------
Average outstanding shares -- diluted...................   1,568      1,556     1,569     1,557
                                                          ------     ------    ------    ------
Net income per share:
  Basic.................................................  $ 1.60     $ 1.37    $ 0.83    $ 0.71
                                                          ------     ------    ------    ------
  Diluted...............................................  $ 1.58     $ 1.34    $ 0.81    $ 0.69
                                                          ------     ------    ------    ------
</TABLE>

- ---------------
(a) The number of common shares outstanding as of June 30, 1999 was 1,548.
    The number of common shares that would have been outstanding as of June 30,
    1999 assuming the exercise or issuance of all potentially dilutive common
    shares was 1,569.

<PAGE>   1

                                                                      EXHIBIT 12

                       AMERICAN INTERNATIONAL GROUP, INC.

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                          (IN MILLIONS, EXCEPT RATIOS)

<TABLE>
<CAPTION>
                                                             SIX MONTHS         THREE MONTHS
                                                           ENDED JUNE 30,      ENDED JUNE 30,
                                                          ----------------    ----------------
                                                           1999      1998      1999      1998
                                                          ------    ------    ------    ------
<S>                                                       <C>       <C>       <C>       <C>
Income before income taxes and minority interest........  $3,717    $2,997    $1,916    $1,540
Less -- Equity income of less than 50% owned persons....      14        73         5        39
Add -- Dividends from less than 50% owned persons.......       7        17         4         7
                                                          ------    ------    ------    ------
                                                           3,710     2,941     1,915     1,508
Add --
  Fixed charges.........................................   1,109     1,071       581       556
Less --
  Capitalized interest..................................      30        32        15        17
                                                          ------    ------    ------    ------
Income before income taxes, minority interest and fixed
  charges...............................................  $4,789    $3,980    $2,481    $2,047
                                                          ======    ======    ======    ======
Fixed charges:
  Interest costs........................................  $1,058    $1,027    $  556    $  534
  Rent expense*.........................................      51        44        25        22
                                                          ------    ------    ------    ------
          Total fixed charges...........................  $1,109    $1,071    $  581    $  556
                                                          ======    ======    ======    ======
Ratio of earnings to fixed charges......................    4.32      3.72      4.27      3.68
</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 6.95 and 6.01 for the
second quarter and 7.06 and 5.94 for the first six months of 1999 and 1998,
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
<RESTATED>
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                            74,088
<DEBT-CARRYING-VALUE>                           12,359
<DEBT-MARKET-VALUE>                             12,831
<EQUITIES>                                       6,367
<MORTGAGE>                                       7,127
<REAL-ESTATE>                                    1,510
<TOTAL-INVEST>                                 180,165
<CASH>                                             170
<RECOVER-REINSURE>                              18,239
<DEFERRED-ACQUISITION>                           8,764
<TOTAL-ASSETS>                                 255,019
<POLICY-LOSSES>                                 69,243
<UNEARNED-PREMIUMS>                             10,458
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                           44,320
<NOTES-PAYABLE>                                 25,757
                                0
                                          0
<COMMON>                                         3,334
<OTHER-SE>                                      28,538
<TOTAL-LIABILITY-AND-EQUITY>                   255,019
                                      13,610
<INVESTMENT-INCOME>                              4,274
<INVESTMENT-GAINS>                                  77
<OTHER-INCOME>                                    (87)
<BENEFITS>                                      11,671
<UNDERWRITING-AMORTIZATION>                      1,156
<UNDERWRITING-OTHER>                             1,967
<INCOME-PRETAX>                                  3,717<F1>
<INCOME-TAX>                                     1,091
<INCOME-CONTINUING>                              2,476
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,476
<EPS-BASIC>                                       1.60<F2>
<EPS-DILUTED>                                     1.58<F2>
<RESERVE-OPEN>                                  24,619
<PROVISION-CURRENT>                              5,787
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                               2,485
<PAYMENTS-PRIOR>                                 3,238
<RESERVE-CLOSE>                                 24,683
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Amount represents income before income taxes and minority interest.
<F2>Earnings per share information reflects a common stock split in the form of
a 25 percent common stock dividend paid July 30, 1999. Financial Data Schedules
for the latest three fiscal years ended December 31, 1998 and the interim
periods for the latest two fiscal years ended December 31, 1998 have also been
restated for this common stock split. </FN>


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
Financial Data Schedules for the latest three fiscal years ended December 31,
1998 and the interim periods for the latest two fiscal years ended December 31,
1998 have been restated for the merger of SunAmerica Inc. into AIG.  This merger
was accounted for as a pooling of interests.  The earnings per share information
for these periods have also been restated for a common stock split in the form
of a 25 percent common stock dividend paid July 30, 1999.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997             DEC-31-1996
<PERIOD-START>                             JAN-01-1998             JAN-01-1997             JAN-01-1996
<PERIOD-END>                               DEC-31-1998             DEC-31-1997             DEC-31-1996
<EXCHANGE-RATE>                                      1                       1                       1
<DEBT-HELD-FOR-SALE>                            66,317                  56,000                  47,504
<DEBT-CARRYING-VALUE>                           12,658                  12,530                  12,259
<DEBT-MARKET-VALUE>                             13,633                  13,366                  12,865
<EQUITIES>                                       6,268                   5,608                   6,276
<MORTGAGE>                                       6,702                   6,152                   4,458
<REAL-ESTATE>                                    1,606                   1,524                   1,476
<TOTAL-INVEST>                                 167,516                 143,880                 122,085
<CASH>                                             303                      87                      59
<RECOVER-REINSURE>                              17,744                  16,111                  16,527
<DEFERRED-ACQUISITION>                           8,081                   7,152                   6,819
<TOTAL-ASSETS>                                 233,676                 199,614                 172,330
<POLICY-LOSSES>                                 67,881                  57,902                  57,433
<UNEARNED-PREMIUMS>                             10,009                   8,739                   7,599
<POLICY-OTHER>                                       0                       0                       0
<POLICY-HOLDER-FUNDS>                           36,644                  32,673                  25,847
<NOTES-PAYABLE>                                 22,722                  18,397                  18,370
                                0                       0                       0
                                        248                     248                     385
<COMMON>                                         3,284                   2,334                   1,539
<OTHER-SE>                                      26,591                  24,003                  21,781
<TOTAL-LIABILITY-AND-EQUITY>                   233,676                 199,614                 172,330
                                      24,391                  22,377                  20,850
<INVESTMENT-INCOME>                              7,393                   6,375                   5,496
<INVESTMENT-GAINS>                                 124                      90                      57
<OTHER-INCOME>                                   (134)                    (93)                    (84)
<BENEFITS>                                      11,735                  11,325                  10,483
<UNDERWRITING-AMORTIZATION>                      2,117                   2,090                   1,844
<UNDERWRITING-OTHER>                             3,598                   3,135                   2,946
<INCOME-PRETAX>                                  6,277<F1>               5,310<F1>               4,468<F1>
<INCOME-TAX>                                     1,785                   1,525                   1,234
<INCOME-CONTINUING>                              4,492                   3,785                   3,234
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                     4,492                   3,785                   3,234
<EPS-BASIC>                                       2.81                    2.45                    2.09
<EPS-DILUTED>                                     2.75                    2.40                    2.05
<RESERVE-OPEN>                                  21,171                  20,407                  19,693
<PROVISION-CURRENT>                             10,938                   9,732                   9,272
<PROVISION-PRIOR>                                (281)                   (376)                   (276)
<PAYMENTS-CURRENT>                               4,389                   2,976                   3,001
<PAYMENTS-PRIOR>                                 5,716                   5,616                   5,281
<RESERVE-CLOSE>                                 24,619<F2>              21,171                  20,407
<CUMULATIVE-DEFICIENCY>                            281                     399                     280
<FN>
<F1>Amount represents income before income taxes and minority interest.
<F2>Includes the opening balances of net reserve for losses and loss expenses with respect to the acquisition of Transatlantic and
20th Century.
</FN>


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
Financial Data Schedules for the latest three fiscal years ended December 31,
1998 and the interim periods for the latest two fiscal years ended December 31,
1998 have been restated for the merger of SunAmerica Inc. into AIG.  This merger
was accounted for as a pooling of interests.  The earnings per share information
for these periods have also been restated for a common stock split in the form
of a 25 percent common stock dividend paid July 30, 1999.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-START>                             JAN-01-1998             JAN-01-1997
<PERIOD-END>                               SEP-30-1998             SEP-30-1997
<EXCHANGE-RATE>                                      1                       1
<DEBT-HELD-FOR-SALE>                            62,800                  54,944
<DEBT-CARRYING-VALUE>                           13,022                  12,642
<DEBT-MARKET-VALUE>                             14,048                  13,369
<EQUITIES>                                       4,827                   6,365
<MORTGAGE>                                       6,899                   6,266
<REAL-ESTATE>                                    1,447                   1,506
<TOTAL-INVEST>                                 159,083                 136,435
<CASH>                                             210                     173
<RECOVER-REINSURE>                              17,118                  17,311
<DEFERRED-ACQUISITION>                           7,385                   7,423
<TOTAL-ASSETS>                                 223,830                 192,113
<POLICY-LOSSES>                                 63,764                  59,720
<UNEARNED-PREMIUMS>                              9,910                   8,717
<POLICY-OTHER>                                       0                       0
<POLICY-HOLDER-FUNDS>                           35,369                  32,813
<NOTES-PAYABLE>                                 22,188                  18,260
                                0                       0
                                          0                       0
<COMMON>                                         3,255                   2,292
<OTHER-SE>                                      25,543                  23,370
<TOTAL-LIABILITY-AND-EQUITY>                   223,830                 192,113
                                      17,744                  16,647
<INVESTMENT-INCOME>                              5,377                   4,664
<INVESTMENT-GAINS>                                 141                      68
<OTHER-INCOME>                                   (106)                    (65)
<BENEFITS>                                      15,182                  14,208
<UNDERWRITING-AMORTIZATION>                      1,536                   1,548
<UNDERWRITING-OTHER>                             2,616                   2,321
<INCOME-PRETAX>                                  4,621<F1>               3,880<F1>
<INCOME-TAX>                                     1,327                   1,114
<INCOME-CONTINUING>                              3,162                   2,709
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     3,162                   2,709
<EPS-BASIC>                                       2.08                    1.79
<EPS-DILUTED>                                     2.03                    1.76
<RESERVE-OPEN>                                  21,171                  20,407
<PROVISION-CURRENT>                              7,842                   7,038
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                               2,551                   2,320
<PAYMENTS-PRIOR>                                 4,813                   4,084
<RESERVE-CLOSE>                                 24,545<F2>              21,041
<CUMULATIVE-DEFICIENCY>                              0                       0
<FN>
<F1>Amount represents income before taxes and minority interest.
<F2>Includes the opening balances of net reserve for losses and loss expenses with
respect to the acquisition of Transatlantic and 20th Century.
</FN>


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
Financial Data Schedules for the latest three fiscal years ended December 31,
1998 and the interim periods for the latest two fiscal years ended December 31,
1998 have been restated for the merger of SunAmerica Inc. into AIG.  This merger
was accounted for as a pooling of interests.  The earnings per share information
for these periods have also been restated for a common stock split in the form
of a 25 percent common stock dividend paid July 30, 1999.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-START>                             JAN-01-1998             JAN-01-1997
<PERIOD-END>                               JUN-30-1998             JUN-30-1997
<EXCHANGE-RATE>                                      1                       1
<DEBT-HELD-FOR-SALE>                            58,278                  53,720
<DEBT-CARRYING-VALUE>                           11,991                  12,797
<DEBT-MARKET-VALUE>                             12,686                  13,362
<EQUITIES>                                       5,652                   6,501
<MORTGAGE>                                       6,163                   6,161
<REAL-ESTATE>                                    1,436                   1,432
<TOTAL-INVEST>                                 153,334                 134,232
<CASH>                                             163                      87
<RECOVER-REINSURE>                              16,134                  17,116
<DEFERRED-ACQUISITION>                           7,300                   7,713
<TOTAL-ASSETS>                                 214,359                 188,171
<POLICY-LOSSES>                                 59,783                  60,158
<UNEARNED-PREMIUMS>                              9,204                   8,370
<POLICY-OTHER>                                       0                       0
<POLICY-HOLDER-FUNDS>                           33,854                  32,536
<NOTES-PAYABLE>                                 19,933                  20,193
                                0                       0
                                          0                       0
<COMMON>                                         2,306                   1,608
<OTHER-SE>                                      26,270                  23,062
<TOTAL-LIABILITY-AND-EQUITY>                   214,359                 188,171
                                      11,625                  11,069
<INVESTMENT-INCOME>                              3,516                   2,996
<INVESTMENT-GAINS>                                  85                      56
<OTHER-INCOME>                                    (68)                    (43)
<BENEFITS>                                      10,014                   9,442
<UNDERWRITING-AMORTIZATION>                        989                   1,002
<UNDERWRITING-OTHER>                             1,685                   1,504
<INCOME-PRETAX>                                  2,997<F1>               2,546<F1>
<INCOME-TAX>                                       857                     731
<INCOME-CONTINUING>                              2,086                   1,775
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     2,086                   1,775
<EPS-BASIC>                                       1.37                    1.17
<EPS-DILUTED>                                     1.34                    1.15
<RESERVE-OPEN>                                  21,171                  20,407
<PROVISION-CURRENT>                              5,040                   4,742
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                               1,633                   1,551
<PAYMENTS-PRIOR>                                 3,081                   2,729
<RESERVE-CLOSE>                                 21,497                  20,869
<CUMULATIVE-DEFICIENCY>                              0                       0
<FN>
<F1>Amount represents income before income taxes and minority interest.
</FN>


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
Financial Data Schedules for the latest three fiscal years ended December 31,
1998 and the interim periods for the latest two fiscal years ended December 31,
1998 have been restated for the merger of SunAmerica Inc. into AIG.  This merger
was accounted for as a pooling of interests.  The earnings per share information
for these periods have also been restated for a common stock split in the form
of a 25 percent common stock dividend paid July 30, 1999.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-START>                             JAN-01-1998             JAN-01-1997
<PERIOD-END>                               MAR-31-1998             MAR-31-1997
<EXCHANGE-RATE>                                      1                       1
<DEBT-HELD-FOR-SALE>                            56,257                  48,689
<DEBT-CARRYING-VALUE>                           12,260                  12,576
<DEBT-MARKET-VALUE>                             12,977                  12,967
<EQUITIES>                                       5,982                   6,362
<MORTGAGE>                                       6,213                   4,654
<REAL-ESTATE>                                    1,459                   1,428
<TOTAL-INVEST>                                 147,122                 125,444
<CASH>                                             145                      77
<RECOVER-REINSURE>                              16,207                  16,810
<DEFERRED-ACQUISITION>                           7,231                   6,949
<TOTAL-ASSETS>                                 205,345                 177,273
<POLICY-LOSSES>                                 58,684                  58,253
<UNEARNED-PREMIUMS>                              8,972                   7,913
<POLICY-OTHER>                                       0                       0
<POLICY-HOLDER-FUNDS>                           32,912                  26,454
<NOTES-PAYABLE>                                 18,669                  19,688
                                0                       0
                                          0                       0
<COMMON>                                         2,306                   1,609
<OTHER-SE>                                      25,378                  22,455
<TOTAL-LIABILITY-AND-EQUITY>                   205,345                 177,273
                                       5,627                   5,301
<INVESTMENT-INCOME>                              1,728                   1,465
<INVESTMENT-GAINS>                                  59                      41
<OTHER-INCOME>                                     (29)                    (18)
<BENEFITS>                                       4,874                   4,562
<UNDERWRITING-AMORTIZATION>                        480                     472
<UNDERWRITING-OTHER>                               817                     709
<INCOME-PRETAX>                                  1,457<F1>               1,230<F1>
<INCOME-TAX>                                       418                     350
<INCOME-CONTINUING>                              1,010                     861
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     1,010                     861
<EPS-BASIC>                                       0.66                    0.57
<EPS-DILUTED>                                     0.65                    0.56
<RESERVE-OPEN>                                  21,171                  20,407
<PROVISION-CURRENT>                              2,465                   2,304
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                 800                     771
<PAYMENTS-PRIOR>                                 1,509                   1,356
<RESERVE-CLOSE>                                 21,327                  20,584
<CUMULATIVE-DEFICIENCY>                              0                       0
<FN>
<F1>Amount represents income before income taxes and minority interest.
</FN>


</TABLE>


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