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Mail Stop 6010 April 12, 2006
Kathleen E. Shannon, Esquire
Senior Vice President and Deputy General Counsel
American International Group, Inc.
70 Pine Street
New York, New York 10270
Re: American International Group, Inc.
Form S-1 registration statement filed March 17, 2006
File No. 333-132561
Form 10-K for the year ended December 31, 2005
File No. 1-8787
Dear Ms. Shannon:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.
2. In your response letter, please state our comment and then
explain each change that has been made in response to a comment.
In
addition, you should also reference each page number in
which disclosure has been revised in response to a comment so that
we
can easily place your revised disclosure in its proper context.
AIG, page 1
3. Please expand the discussion to provide more detailed
background
and identifying information concerning Starr and SICO and their
relationship with AIG.
The downgrades in AIG`s credit ratings...., page 2
4. Please expand the discussion to put the respective ratings
designations in context, e.g. fourth highest of twelve ratings.
In
addition, please define the terms negative ratings outlook and
ratings watch negative or negative watch the first time you use
these
terms.
5. We note your reference to actions taken by the major rating
agencies from March through June 2005. Please discuss if the
company
has received any communications from these major rating agencies
related to whether you or your subsidiaries may be downgraded
further
or placed on a credit watch for possible downgrading.
Downgrades in AIG`s debt ratings will adversely affect AIG`s
results
of operations, page 2
6. Please expand the discussion to quantify how the
downgrades
have affected and may affect your results of operations. For
example, to the extent practicable, quantify the increase in
borrowing costs as a result of the downgrades.
7. Please disclose the extent to which your contracts allow
clients
to terminate if your ratings are downgraded by one or more rating
agencies. The discussion should indicate the rough percentage of
your contracts that include such provisions and the level to which
the ratings must fall before the customer is permitted to cancel
the
contract.
Form 10-K for the year ended December 31, 2005
Business
The Restatements, page 3
8. In your Form 10-K/A for 2004 filed on March 16, 2006 you
indicate
that your second restatement consisted of initial adjustments that
were reflected in your September 30, 2005 Form 10-Q and additional
adjustments that are reflected in the 2004 Form 10-K/A. It
appears
from your disclosures on pages 23 through 33 of your 2004 Form 10-
K/A
that many of the additional adjustments are of the same magnitude,
if
not greater, than your initial adjustments. However, it appears
that
you only filed a single Item 4.02 Form 8-K
related to the initial adjustments on November 8, 2005. Please
explain to us why you apparently did not file a second Item 4.02
Form
8-K related to your additional adjustments. In your response,
please
tell us your consideration of Question 1 in our Current Report on
Form 8-K FAQ dated November 23, 2004.
Management`s Discussion and Analysis
Overview of Operations and Business Results
General Insurance, page 27
9. Please tell us and revise your disclosure here and on page 31
to
clarify how changes in estimates related to the remediation of
your
material weakness in control over certain balance sheet
reconciliations negatively impact your operating results in 2005.
Please tell us and disclose the dollar impact of these estimate
changes. In addition, please explain why these estimates were not
apparently corrected in your restatements or whether you
underestimated accruals for remediation efforts undertaken in
2004.
Operating Review
General Insurance Operations, page 30
10. You disclose a non-GAAP measure, underwriting profit (loss),
that
is not a segment reporting measure under SFAS 131 as it cannot be
used by your chief operating decision maker to allocate resources
across all your segments. In addition, we do not believe that
your
disclosure of underwriting profit (loss) complies with Item 10(e)
of
Regulation S-K. Although you disclose why you believe this
measure
is useful to investors, we believe that you did not adequately
describe the benefits this measure provides to the reader that
they
would be unable to obtain from a discussion of the corresponding
GAAP
measure. Additionally, you do not disclose with the same
prominence
the most comparable GAAP measure with a reconciliation to that
GAAP
measure. In addition, it appears that underwriting profit (loss)
eliminates certain recurring items such as realized gains (losses)
which is precluded under Item 10(e)(1)(ii)(B) of Regulation S-K.
Please refer to Questions 8, 9, and 21 of "Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures." Please revise
your filing to remove this measure here, in business on page 4 and
in
your segment financial statement disclosure in Note 2(b) on page
91,
or tell us in detail how this measure complies with the guidance
referred to above.
Reinsurance, page 33
11. You disclose that you had no significant reinsurance
recoverables
due from any individual reinsurer that was financially troubled.
Please revise your disclosure to elaborate on the concentration of
credit risk inherent in your reinsurance recoverables. In this
regard, please disclose the identity of your principal reinsurers,
their A.M. Best rating, the amount of reinsurance recoverables
from
each company and the related security or collateral.
Reserve for Losses and Loss Expenses, page 34
12. You disclose the name of an independent actuary used to assess
the adequacy of your recorded insurance reserves. Your discussion
throughout your filing of the use of this firm equates to the use
of
an expert. Please revise your filing to delete the reference of
the
use of an independent actuary or provide the consent of the expert
when required by Rule 601 of Regulation S-K. If you continue to
refer to the use of this firm, please include this expert in your
disclosure on page 15 of your pending S-1 registration statement.
Results of 2005 Reserving Process, page 35
13. Please revise your disclosure to refine your discussion of
prior
year loss development and the impact on your reserves for each of
the
three years presented. In this regard, please specifically
address
the significant deficiencies for 1999 through 2003 identified in
your
10-year loss table on page 8 and the corrective measures you took
to
adjust your reserving process in each of the last three years.
14. Please revise your disclosure regarding D&O and related
management liability classes of business and excess casualty
insurance to clarify which major line of business, as disclosed in
the table on page 34, contain these classes.
15. Please revise your disclosure regarding excess workers
compensation insurance to clarify whether the study conducted for
your 2005 year-end reserve analysis resulted in any adjustment to
the
key assumptions used in your reserve estimate.
Volatility of Reserve Estimates and Sensitivity Analyses, page 38
16. If true, please revise your disclosure regarding the five
percent
changes in both loss cost trends and loss development factors to
indicate that they represent your reasonably likely changes in
reserve amounts. Otherwise, please revise your disclosure to
indicate the reasonably likely changes in your key assumptions and
the impact on your reserve amounts. In this regard, for example,
your disclosure that it would not be uncommon for the loss
development factors for excess workers compensation claims to
deviate
by greater than five
percent appears to indicate that this threshold does not represent
your reasonably likely change.
Asbestos and Environmental Reserves, page 40
17. Please revise your disclosure to clarify why you recorded an
$843
million increase in net asbestos reserves during the fourth
quarter
of 2005 when it appears that your detailed analyses indicated a
reserve deficiency of only $265 million.
Insurance and Asset Management Invested Assets, page 48
18. Please revise your disclosure to reconcile the amounts of
invested assets in the table on page 49 to those disclosed on your
balance sheet.
Financial Services Results, page 54
19. Please revise your filing to disclose the nature of the
material
hedging transactions that resulted within the Capital Markets in a
fluctuation from $(1.1) billion in 2003 to $2.01 billion in 2005
as
briefly mentioned in footnote (a) to the table of Financial
Services
operations and in other parts of your document.
Capital Resources, page 58
Contractual Obligations and Other Commercial Commitments, page 61
20. In footnote (c) to your contractual obligations table you
indicate that you exclude liabilities for future policy benefits
and
policyholder contract deposits because the timing of payment of
these
liabilities is not reasonably fixed and determinable. Although we
acknowledge that the specific dates of payment may not be known,
we
do not understand why reasonable estimates of the timing of
payments
cannot be made when enough information is available to reasonably
estimate the obligation. Please revise your obligations table to
reflect the estimated timing of payment of these obligations or
tell
us in great detail why you cannot reasonably estimate the timing
of
payments and how this inability to reasonably estimate the timing
affects your estimate of the obligation recorded in your 2005
financial statements. Additionally, please disclose a
reconciliation
between the amounts disclosed within the table to the amounts
recorded in your 2005 financial statement.
Financial Statements, page 69
Note 2: Segment Information, page 88
21. Please revise your filing to disclose your revenue from each
of
your major product or service lines as required by paragraph 37 of
SFAS 131. Otherwise, please tell us where this information is
disclosed in your filing.
Schedules, page 163
22. Please revise your filing to include Schedules V regarding
valuation and qualifying accounts and VI regarding supplemental
information concerning property-casualty insurance operations as
required by Rule 7-05(c) of Regulation S-X. Otherwise, please
explain to us where this information is disclosed or why you
believe
it is not required.
General
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Mark Brunhofer at (202) 551-3638 or Kevin
Woody
at (202) 551-3629 if you have questions regarding comments on the
financial statements and related matters. Please contact John Krug
at
(202) 551-3862 or me at (202) 551-3715 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Ann Bailen Fisher, Esq.
Robert W. Reeder, III, Esq.
Robert S. Risoleo, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Kathleen E. Shannon, Esquire
American International Group, Inc.
April 12, 2006
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