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

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Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2010

Commission file number 1-8787

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

180 Maiden Lane, New York, New York 10038
(Address of principal executive offices) (Zip Code)

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

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Former name, former address and former fiscal year, if changed since last report:
70 Pine Street, New York, NY 10270

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 9.01.    Financial Statements and Exhibits.

(b)

Pro Forma Financial Information

        In connection with its plans to re-access the capital markets, American International Group, Inc. (AIG) has prepared unaudited pro forma condensed consolidated financial statements that give effect to the initial public offering of AIA Group Limited (AIA), the sale of American Life Insurance Company (ALICO), the pending offer by AIG to exchange its Equity Units for AIG common stock, par value $2.50 per share (AIG Common Stock), and cash, and certain transactions (the Recapitalization) contemplated by the Agreement in Principle, dated September 30, 2010, with the Federal Reserve Bank of New York (FRBNY), the United States Department of the Treasury and the AIG Credit Facility Trust. Each of these transactions is described in Note 1 to the Consolidated Financial Statements included in AIG's Form 10-Q for the quarterly period ended September 30, 2010.

        These unaudited pro forma condensed consolidated financial statements are attached as Exhibit 99.1.

(d)

Exhibits.

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SIGNATURE

        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.

Dated: November 15, 2010

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Item 9.01. Financial Statements and Exhibits.

SIGNATURE

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Exhibit 99.1

American International Group, Inc., and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet (Unaudited)

September 30, 2010

See Note 3 to the Pro Forma Condensed Consolidated Financial Statements.

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American International Group, Inc., and Subsidiaries

Pro Forma Condensed Consolidated Statement of Income (Unaudited)

Nine Months Ended September 30, 2010

See Note 4 to the Pro Forma Condensed Consolidated Financial Statements.

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American International Group, Inc., and Subsidiaries

Pro Forma Condensed Consolidated Statement of Loss (Unaudited)

Year Ended December 31, 2009

See Note 4 to the Pro Forma Condensed Consolidated Financial Statements.

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American International Group, Inc., and Subsidiaries

Notes to Pro Forma Condensed Consolidated Financial Statements

Note 1—Basis of Presentation

        The unaudited Pro Forma Condensed Consolidated Statements of Income (Loss) for the year ended December 31, 2009 and the nine-month period ended September 30, 2010 give effect to the initial public offering of 67 percent of the common stock of AIA Group Limited (AIA), the sale of American Life Insurance Company (ALICO) (collectively, the Dispositions), the pending offer by AIG to exchange its Equity Units for AIG common stock, par value $2.50 per share (AIG Common Stock), and cash (the Equity Unit Exchange) and the completion of certain transactions (the Recapitalization) contemplated by the Agreement in Principle, dated September 30, 2010, with the Federal Reserve Bank of New York (FRBNY), the United States Department of the Treasury (Department of the Treasury) and the AIG Credit Facility Trust as if they had occurred on January 1, 2009. These transactions are further discussed in the Notes below. The unaudited Pro Forma Condensed Consolidated Balance Sheet at September 30, 2010 gives effect to the Dispositions, the Equity Unit Exchange and certain transactions of the Recapitalization as if they had occurred on September 30, 2010. The unaudited pro forma condensed consolidated financial statements have been prepared assuming that the Dispositions were stock sales for tax purposes.

        Each of these transactions is further described in Note 1 to the Consolidated Financial Statements included in AIG's Form 10-Q for the quarterly period ended September 30, 2010.

        The unaudited pro forma condensed consolidated financial statements have been prepared from available information and management estimates and do not purport to be indicative of the financial condition or results of operations of AIG as of such date or for such periods, nor are they necessarily indicative of future results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that AIG believes to be reasonable.

Note 2—Use of Net Cash Proceeds

        Under the limited liability company agreements of AIA Aurora LLC, a special purpose vehicle formed by AIG to hold AIA (AIA Aurora), and ALICO Holdings LLC, a special purpose vehicle formed by AIG to hold ALICO (ALICO Holdings), net cash proceeds from the initial public offering (IPO) of AIA and from the sale of ALICO would be required to be distributed to the members of AIA Aurora and ALICO Holdings, respectively, with distributions made first to the FRBNY in its capacity as holder of the preferred interests in AIA Aurora and ALICO Holdings.

        These pro forma condensed consolidated financial statements give effect to the terms of the Recapitalization, which provide that net cash proceeds from the IPO of AIA and from the sale of ALICO, which have been placed into escrow, will be loaned to AIG and used to repay amounts owing under the credit facility (FRBNY Credit Facility), as amended, originally dated as of September 22, 2008, between AIG and the FRBNY. Any amount of the net cash proceeds remaining after repayment of the FRBNY Credit Facility would then be distributed to the FRBNY to reduce the liquidation preference of the FRBNY's preferred interests in AIA Aurora and ALICO Holdings as described above. AIG holds the common interests in AIA Aurora and ALICO Holdings and will generally receive distributions only after the preferred interests have received all required distributions.

        The transactions contemplated by the Recapitalization are subject to the negotiation and execution of definitive documentation. The final terms of these transactions may differ materially from those reflected in the unaudited pro forma condensed consolidated financial statements.

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American International Group, Inc., and Subsidiaries

Notes to Pro Forma Condensed Consolidated Financial Statements (Continued)

Note 2—Use of Net Cash Proceeds (Continued)

        If the Recapitalization is not completed, it is expected that the escrow arrangement would terminate and that net cash proceeds would be distributed as originally contemplated by the limited liability company agreements of AIA Aurora and ALICO Holdings. In that case, it is expected that, of the net cash proceeds from the IPO of AIA, approximately $16 billion plus accrued, but unpaid, preferred returns would be distributed to the FRBNY as holder of the preferred interests in AIA Aurora, with the balance distributed to AIG as holder of the common interests and used to repay amounts owing under the FRBNY Credit Facility; and that net cash proceeds from the sale of ALICO would be distributed to the FRBNY as holder of the preferred interests in ALICO Holdings.

Note 3—Unaudited Pro Forma AIA, ALICO, the Equity Unit Exchange and Recapitalization Adjustments to Condensed Consolidated Balance Sheet

(a)

The IPO of AIA reduced AIG's ownership percentage to approximately 33 percent. Unless otherwise noted, adjustments reflect AIG's deconsolidation of AIA and elimination of ALICO held for sale balance sheet amounts at September 30, 2010.

(b)

Represents AIG's retained interest in AIA after the IPO and the portion of proceeds from the sale of ALICO representing securities of MetLife.

(c)

Entries to reflect the effects of changes in AIG's ownership interests held by AIA and ALICO in variable interest entities (VIEs) that result in the deconsolidation of certain VIEs or recognition of AIA or ALICO's interests in VIEs that AIG continues to consolidate as noncontrolling interests.

(d)

Represents net proceeds from the AIA IPO and ALICO sale used as repayment of the FRBNY Credit Facility as well as associated write-off of prepaid commitment fee asset and deferred gain. Assumes all of the AIA net proceeds are first applied to the FRBNY Credit Facility prior to applying any ALICO net proceeds.

(e)

Represents amount of liabilities to be retained as a result of indemnification obligations.

(f)

Represents gains on the AIA IPO and the sale of ALICO.

(g)

Represents the application of excess cash proceeds from the AIA IPO, after repayment of the FRBNY Credit Facility, and net cash proceeds from the sale of ALICO to reduce the liquidation preference on the preferred interests held by the FRBNY.

(h)

Represents the transfer of the FRBNY's preferred interests in AIA Aurora and ALICO Holdings to the Department of the Treasury through a drawdown of an amount available under the commitment (the Department of the Treasury Commitment) relating to AIG's Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share (Series F Preferred Stock), a repurchase of preferred interests from the FRBNY, and the transfer of such preferred interests to the Department of the Treasury in exchange for retiring the amount drawn by AIG to purchase the preferred interests. Assumes the fair value of the preferred interests transferred to the Department of the Treasury is equal to their carrying value. The fair value of these preferred interests upon consummation of the Recapitalization may differ from this pro forma amount, which will affect the recorded value of the preferred interests when they are transferred to the Department of the Treasury.

(i)

Represents the exchange of Series C Perpetual, Convertible, Participating Preferred Stock, par value $5.00 per share, Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value

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American International Group, Inc., and Subsidiaries

Notes to Pro Forma Condensed Consolidated Financial Statements (Continued)

Note 3—Unaudited Pro Forma AIA, ALICO, the Equity Unit Exchange and Recapitalization Adjustments to Condensed Consolidated Balance Sheet (Continued)

$5.00 per share (Series E Preferred Stock), and Series F Preferred Stock, for AIG Common Stock. Assumes no difference between the carrying value of the Series E and F Preferred Stock and the fair value of AIG Common Stock.

(j)

Assumes AIG issues the Series G Cumulative Mandatory Convertible Preferred Stock in connection with the Recapitalization with a liquidation value of zero. These pro forma financial statements do not contemplate a drawdown under this $2 billion expected commitment.

(k)

Reflects the Equity Unit Exchange of 95 percent of AIG's Equity Units for AIG Common Stock and cash on the terms set forth in AIG's Exchange Offer Prospectus, dated October 8, 2010.

(l)

Expected participation right after payment of preferred interests.

Note 4—Unaudited Pro forma AIA, ALICO, the Equity Unit Exchange and Recapitalization Adjustments to Condensed Consolidated Statements of Income (Loss)

(a)

Upon completion of the IPO of AIA, AIG's ownership percentage was reduced to approximately 33 percent. Unless otherwise noted, adjustments relate to the deconsolidation of AIA from AIG's results. Results from ALICO are not included in continuing operations herein as ALICO was presented as a discontinued operation in the historical Consolidated Statement of Income (Loss). The gains on sale of AIA and ALICO as well as the loss on extinguishment of debt related to the write-off of the prepaid commitment fee asset and deferred gain, and the transaction costs and loss on extinguishment associated with the exchange of 95 percent of AIG's Equity Units for AIG Common Stock and cash in the Equity Unit Exchange are not included in the Pro Forma Condensed Consolidated Statements of Income (Loss) for the year ended December 31, 2009 because these items were deemed to be material non-recurring charges or credits.

(b)

Entries to reflect the effects of changes in AIG's ownership interests held by AIA and ALICO in VIEs that result in the deconsolidation or recognition of noncontrolling interests.

(c)

Reflects reductions to both interest expense and amortization of the prepaid commitment fee asset within interest expense associated with the FRBNY Credit Facility.

(d)

Represents the reversal of accrued dividends, accretion and allocation of residual participation interests relating to the preferred interests in AIA Aurora and ALICO Holdings held by the FRBNY.

(e)

Represents the accrued dividends, accretion and residual value of participation interests relating to the preferred interests in AIA Aurora and ALICO Holdings held by the Department of the Treasury.

(f)

Computed in accordance with AIG's earnings per share calculation methodology, as set forth in Note 16 to the Consolidated Financial Statements included within AIG's Form 8-K dated November 5, 2010 after giving effect to pro forma adjustments above.

This EPS computation assumes no difference between the carrying value of the Series E and F Preferred Stock and the fair value of AIG Common Stock issued. The computation also does not reflect issuance of warrants to purchase up to 75 million shares of AIG Common Stock at an exercise price of $45 per share as the warrants are assumed to be anti-dilutive.

(g)

Represents reduction to interest expense as a result of the Equity Unit Exchange.

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Exhibit 99.1

American International Group, Inc., and Subsidiaries Pro Forma Condensed Consolidated Balance Sheet (Unaudited) September 30, 2010
American International Group, Inc., and Subsidiaries Pro Forma Condensed Consolidated Statement of Income (Unaudited) Nine Months Ended September 30, 2010
American International Group, Inc., and Subsidiaries Pro Forma Condensed Consolidated Statement of Loss (Unaudited) Year Ended December 31, 2009
American International Group, Inc., and Subsidiaries Notes to Pro Forma Condensed Consolidated Financial Statements