aig-20240609
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 
 
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): June 13, 2024 (June 9, 2024)
 
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 1-8787 13-2592361
(State or other jurisdiction
of incorporation)
 (Commission File Number) (IRS Employer Identification No.)
 1271 Avenue of the Americas
New York, New York 10020
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (212) 770-7000
 
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):
 
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $2.50 Per ShareAIGNew York Stock Exchange
4.875% Series A-3 Junior Subordinated DebenturesAIG 67EUNew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ¨ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

Background

In September 2022, American International Group, Inc. (the Company, AIG, our or we), closed on the initial public offering of Corebridge Financial, Inc. (Corebridge), which is traded on the New York Stock Exchange under ticker symbol CRBG. Corebridge is the holding company for AIG’s Life and Retirement business. Since 2022 and through June 9, 2024, AIG sold portions of its interests in Corebridge through secondary public offerings and, as of such date, AIG held 48.4 percent of the outstanding common stock of Corebridge. On June 9, 2024, AIG waived its right under the Separation Agreement (dated as of September 14, 2022 and amended as of May 16, 2024 between AIG and Corebridge) to include a majority of the candidates on each slate of candidates recommended by the Corebridge Board of Directors to Corebridge’s stockholders in connection with a meeting of stockholders. AIG also announced that as a result of the resignation of one of its designees to the Corebridge Board of Directors, it no longer had a controlling interest in Corebridge and would no longer consolidate Corebridge in its financial statements (referred to as the Separation and June 9, 2024 being referred to as the date of Separation).

After the date of Separation, the historical financial results of Corebridge, for all periods presented, will be reflected in AIG’s condensed consolidated financial statements as discontinued operations in accordance with generally accepted accounting principles in the United States of America (US GAAP). Subsequent to the date of Separation, AIG has elected the fair value option and will reflect its retained interest in Corebridge as an equity method investment using Corebridge’s stock price as its fair value. Dividends received from Corebridge and changes in its stock price will be a component of net investment income in AIG’s US GAAP condensed consolidated financial statements.

Pro Forma Presentation

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X under the Securities Act (Article 11). The unaudited pro forma condensed consolidated financial statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the Separation occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Separation been completed on the dates assumed. The unaudited pro forma condensed consolidated financial statements should be read together with our historical consolidated financial statements and accompanying notes.

As described in further detail below, Article 11 requires certain adjustments and use of assumptions that will differ from actual results that will be included in AIG's Form 10-Q for the quarter ended June 30, 2024. For example, (i) the unaudited pro forma condensed consolidated balance sheet as of March 31, 2024, in accordance with Article 11, reflects the Company’s financial position as if the Separation had occurred on March 31, 2024 and (ii) the unaudited pro forma condensed consolidated statements of income (loss) reflect the Company’s results as if the Separation had occurred on January 1, 2023. Therefore, for the three months ended March 31, 2024 and twelve months ended December 31, 2023, AIG’s interest in Corebridge is presented in the unaudited pro forma financial statements herein as an equity method investment and changes in Corebridge's stock price and dividend income are reflected in net investment income for the respective periods. However, for the twelve months ended December 31, 2022 and 2021, the unaudited pro forma condensed consolidated statements of income (loss) exclude the results of Corebridge and no equity method income from Corebridge is reflected.

The pro forma adjustments represent our best estimates based on information currently available and will differ from those presented when Corebridge is reported as discontinued operations within our future filings beginning with our Form 10-Q for the quarter ended June 30, 2024.

Transaction Accounting Adjustments

The “As Reported” columns in the unaudited pro forma condensed consolidated financial statements herein reflect our historical consolidated financial statements for the periods presented and do not reflect any adjustments related to the Separation.

The Transaction Accounting Adjustments columns present the:

Deconsolidation of Corebridge including the impact of intercompany eliminations.


Establishment of AIG's retained investment (48.4 percent) in Corebridge, at fair value, using Corebridge's stock price as of March 31, 2024.
Dispositions of Validus Reinsurance, Ltd. (Validus) and Crop Risk Services, Inc. (CRS) which are only removed in the twelve month period ended December 31, 2023. These dispositions did not meet the US GAAP criteria to be reported as discontinued operations in AIG's consolidated financial statements.
Other adjustments as described in the notes to these unaudited pro forma condensed consolidated financial statements are related to intercompany balances and investment entities that were consolidated by AIG prior to the Separation.
AIG's sale on May 30, 2024 of an approximate 5 percent interest (approximately 30 million shares of common stock) in Corebridge for consideration of $876 million.

As described further below, the Transaction Accounting Adjustment columns do not reflect the pending sale of Corebridge shares by AIG to Nippon Life Insurance Company.

Other Matters

As previously reported, on May 16, 2024, AIG entered into a stock purchase agreement with Corebridge and Nippon Life Insurance Company (Nippon), a mutual company (sougogaisha) organized under the laws of Japan pursuant to which AIG will sell 121,956,256 shares of common stock of Corebridge, representing approximately 20 percent of the issued and outstanding common stock at signing, to Nippon, for aggregate consideration of approximately $3.8 billion in cash ($31.47 per share). The transaction is expected to close in the first quarter of 2025, subject to certain closing conditions, including the receipt of regulatory approvals. This transaction has not yet been completed and has not been reflected in the pro forma financial statements.

Also as previously reported, on May 30, 2024, AIG sold an approximate 5 percent interest in Corebridge for consideration of $876 million in an underwritten public offering. The effects of this transaction will be recorded in AIG shareholders' equity in the second quarter 2024, however, the transaction has been reflected in the pro forma financial statements presented herein.

Section 9 – Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits.
 
 (b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements are attached as Exhibit 99.1.
(d)Exhibits.
  
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
EXHIBIT INDEX
 
Exhibit No. Description
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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 hereunto duly authorized.



 
 
AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
  
Date: June 13, 2024By:/s/ Christina Banthin
  Name:Christina Banthin
  Title:Senior Vice President and Corporate Secretary
Document



Unaudited Pro Forma Condensed Balance Sheets
As of March 31, 2024
As ReportedTransaction Accounting Adjustments
(in millions, except for share data)AIGCorebridge (Note a)Pro Forma AdjustmentsNotesAIG Pro Forma
Assets:
Investments:
Fixed maturity securities:
Bonds available for sale, at fair value, net of allowance$232,487 $(168,787)$125 c$63,825 
Other bond securities, at fair value 5,403 (4,653)— 750 
Equity securities, at fair value797 (76)— 721 
Mortgage and other loans receivable, net of allowance52,475 (46,296)(1,686)c4,493 
Other invested assets15,977 (9,956)9,080 c, e15,101 
Short-term investments15,077 (4,144)— 10,933 
Total investments322,216 (233,912)7,519 95,823 
Cash1,816 (359)876 f2,333 
Accrued investment income2,698 (2,131)(6)c561 
Premiums and other receivables, net of allowance11,293 (685)— 10,608 
Reinsurance assets - Fortitude Re, net of allowance29,732 (26,078)— 3,654 
Reinsurance assets - other, net of allowance38,833 (1,592)— 37,241 
Deferred income taxes14,376 (8,136)(537)h5,703 
Deferred policy acquisition costs12,111 (10,007)— 2,104 
Market risk benefit assets, at fair value1,172 (1,172)—  
Other assets, net of allowance12,313 (2,444)377 h10,246 
Separate account assets, at fair value95,173 (95,173)—  
Assets held for sale2,388 (2,349)— 39 
Total assets$544,121 $(384,038)$8,229 $168,312 
Liabilities:
Liability for unpaid losses and loss adjustment expenses, net of allowance$70,060 $— — $70,060 
Unearned premiums17,831 (10)— 17,821 
Future policy benefits for life and accident and health insurance contracts58,985 (57,587)— 1,398 
Policyholder contract deposits163,698 (163,698)—  
Market risk benefit liabilities, at fair value5,167 (5,167)—  
Other policyholder funds3,315 (2,864)— 451 
Fortitude Re funds withheld payable28,789 (25,323)— 3,466 
Other liabilities28,245 (9,444)— 18,801 
Long-term debt19,318 (9,436)— 9,882 
Debt of consolidated investment entities2,617 (1,398)(1,052)c167 
Separate account liabilities95,173 (95,173)—  
Liabilities held for sale1,813 (1,773)— 40 
Total liabilities495,011 (371,873)(1,052)122,086 
Contingencies, commitments and guarantees
AIG shareholders’ equity:
Preferred stock— — —  
Common stock4,766 — — 4,766 
Treasury stock, at cost(60,603)— — (60,603)
Additional paid-in capital75,625 — (456)f75,169 
Retained earnings38,466 (13,938)9,737 g34,265 
Accumulated other comprehensive loss(14,869)7,485 — (7,384)
Total AIG shareholders’ equity43,385 (6,453)9,281 46,213 
Non-redeemable noncontrolling interests5,725 (5,712)— 13 
Total equity49,110 (12,165)9,281 46,226 
Total liabilities and equity$544,121 $(384,038)$8,229 $168,312 

1



Unaudited Pro Forma Condensed Income Statement
March 31, 2024
As ReportedTransaction Accounting Adjustments
(in millions, except for share data)AIGCorebridge (Note a)Pro Forma AdjustmentsNotesAIG - Pro Forma
Revenues:
Premiums$8,167 $(2,295)$— $5,872 
Policy fees714 (714)—  
Total net investment income3,904 (2,963)1,994 c, d, e2,935 
Total net realized gains (losses)(424)348 — (76)
Other income217 (215)— 2 
Total revenues12,578 (5,839)1,994 8,733 
Benefits, losses and expenses:
Policyholder benefits and losses incurred6,320 (2,807)— 3,513 
Change in the fair value of market risk benefits, net(369)369 —  
Interest credited to policyholder account balances1,204 (1,204)—  
Amortization of deferred policy acquisition costs1,104 (266)— 838 
General operating and other expenses2,014 (825)— 1,189 
Interest expense260 (130)(6)c124 
Loss on extinguishment of debt— — —  
Net (gain) loss on divestitures and other(6)— (1)
Total benefits, losses and expenses10,527 (4,858)(6)5,663 
Income (loss) from continuing operations before income taxes2,051 (981)2,000 3,070 
Income tax (benefit) expense451 (178)405 h678 
Income (loss) from continuing operations1,600 (803)1,595 2,392 
Net income (loss) attributable to noncontrolling interests384 28 (412)g 
Net income attributable to AIG1,216 (831)2,007 2,392 
Less: Dividends on preferred stock22 — — 22 
Net income attributable to AIG common shareholders$1,194 $(831)$2,007 $2,370 
Income from continuing operations per share of common stock:
Basic$1.75$3.47
Diluted$1.74$3.44
Weighted average shares outstanding:
Basic682,576,848 682,576,848 
Diluted687,961,518 687,961,518 
2



Unaudited Pro Forma Condensed Income Statement
December 31, 2023

As ReportedTransaction Accounting Adjustments
(in millions, except for share data)AIGCorebridge (Note a)Validus (Note b)CRS (Note b) Pro Forma AdjustmentsNotesAIG - Pro Forma
Revenues:
Premiums$33,254 $(7,690)$(2,322)$(323)$— $22,919 
Policy fees2,797 (2,797)— — —  
Total net investment income14,592 (11,255)(184)(1)1,444 c, d, e4,596 
Total net realized gains (losses)(4,608)3,578 88 — — (942)
Other income767 (756)— — — 11 
Total revenues 46,802 (18,920)(2,418)(324)1,444 26,584 
Benefits, losses and expenses:
Policyholder benefits and losses incurred24,755 (9,364)(1,303)(272)— 13,816 
Change in the fair value of market risk benefits, net(2)— — —  
Interest credited to policyholder account balances4,424 (4,424)— — —  
Amortization of deferred policy acquisition costs4,808 (1,037)(591)(1)— 3,179 
General operating and other expenses8,499 (3,257)(126)(28)5,088 
Interest expense1,136 (562)(29)— (26)c519 
Loss on extinguishment of debt(37)— (21)— — (58)
Net (gain) loss on divestitures and other(643)697 — — — 54 
Total benefits, losses and expenses 42,944 (17,949)(2,070)(301)(26)22,598 
Income (loss) from continuing operations before income taxes3,858 (971)(348)(23)1,470 3,986 
Income tax (benefit) expense(20)72 (65)(5)319 h301 
Income (loss) from continuing operations3,878 (1,043)(283)(18)1,151 3,685 
Net income (loss) attributable to noncontrolling interests235 59 — — (294)g 
Net income attributable to AIG3,643 (1,102)(283)(18)1,445 3,685 
Less: Dividends on preferred stock29 — — — — 29 
Net income attributable to AIG common shareholders$3,614 $(1,102)$(283)$(18)$1,445 $3,656 
Income from continuing operations per share of common stock:
Basic$5.02$5.08
Diluted$4.98$5.04
Weighted average shares outstanding:
Basic719,506,291 719,506,291 
Diluted725,233,068 725,233,068 


3



Unaudited Pro Forma Condensed Income Statement
December 31, 2022
As ReportedTransaction Accounting Adjustments
(in millions, except for share data)AIGCorebridge (Note a)Pro Forma AdjustmentsNotesAIG - Pro Forma
Revenues:
Premiums$31,856 $(5,091)$— $26,765 
Policy fees2,913 (2,913)—  
Total net investment income11,767 (9,917)c, d1,852 
Total net realized gains (losses)7,064 (6,272)— 792 
Other income850 (817)— 33 
Total revenues54,450 (25,010)2 29,442 
Benefits, losses and expenses:
Policyholder benefits and losses incurred22,176 (6,716)— 15,460 
Change in the fair value of market risk benefits, net(958)958 —  
Interest credited to policyholder account balances3,744 (3,744)—  
Amortization of deferred policy acquisition costs4,557 (1,013)— 3,544 
General operating and other expenses9,122 (3,464)— 5,658 
Interest expense1,125 (427)(24)c674 
Loss on extinguishment of debt303 — — 303 
Net (gain) loss on divestitures and other82 71 — 153 
Total benefits, losses and expenses40,151 (14,335)(24)25,792 
Income (loss) from continuing operations before income taxes14,299 (10,675)26 3,650 
Income tax (benefit) expense3,025 (2,128)(41)h856 
Income (loss) from continuing operations11,274 (8,547)67 2,794 
Net income (loss) attributable to noncontrolling interests1,046 (175)(871)g 
Net income attributable to AIG10,228 (8,372)938 2,794 
Less: Dividends on preferred stock29 — — 29 
Net income attributable to AIG common shareholders$10,199 $(8,372)$938 $2,765 
Income from continuing operations per share of common stock:
Basic$13.10$3.55
Diluted$12.94$3.51
Weighted average shares outstanding:
Basic778,621,118 778,621,118 
Diluted787,941,750 787,941,750 

4



Unaudited Pro Forma Condensed Income Statement
December 31, 2021
As ReportedTransaction Accounting Adjustments
(in millions, except for share data)AIGCorebridge (Note a)Pro Forma AdjustmentsNotesAIG - Pro Forma
Revenues:
Premiums$31,285 $(5,666)$— $25,619 
Policy fees3,005 (3,005)—  
Total net investment income14,612 (11,713)381 c, d3,280 
Total net realized gains (losses)2,271 (1,765)— 506 
Other income984 (987)— (3)
Total revenues52,157 (23,136)381 29,402 
Benefits, losses and expenses:
Policyholder benefits and losses incurred23,785 (7,402)— 16,383 
Change in the fair value of market risk benefits, net(447)447 —  
Interest credited to policyholder account balances3,570 (3,570)—  
Amortization of deferred policy acquisition costs4,524 (946)— 3,578 
General operating and other expenses8,728 (2,949)— 5,779 
Interest expense1,305 (401)(25)c879 
Loss on extinguishment of debt389 (74)— 315 
Net (gain) loss on divestitures and other(3,044)3,035 — (9)
Total benefits, losses and expenses38,810 (11,860)(25)26,925 
Income (loss) from continuing operations before income taxes13,347 (11,276)406 2,477 
Income tax (benefit) expense2,441 (2,030)(19)h392 
Income (loss) from continuing operations10,906 (9,246)425 2,085 
Net income (loss) attributable to noncontrolling interests539 (426)(113)g 
Net income attributable to AIG10,367 (8,820)538 2,085 
Less: Dividends on preferred stock29 — — 29 
Net income attributable to AIG common shareholders$10,338 $(8,820)$538 $2,056 
Income from continuing operations per share of common stock:
Basic$12.10$2.41
Diluted$11.95$2.38
Weighted average shares outstanding:
Basic854,320,449 854,320,449 
Diluted864,884,879 864,884,879 
5


Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

As discussed below, the detail for certain pro forma adjustments is as follows:
As of 3/31/2024
Retained interest in investment entities$628 (c)
Equity investment in Corebridge8,452 (e)
Other invested assets adjustment $9,080 

Three months ended Twelve months ended
March 31, 2024December 31, 2023December 31, 2022December 31, 2021
Income/(loss) from investment entities$(35)$(60)$97 $464 (c)
Investment management fees charged to AIG from Corebridge(7)(34)(95)(83)(d)
Corebridge equity income - fair value changes and dividends2,036 1,538 — — (e)
Total net investment income adjustments $1,994 $1,444 $2 $381 

(a)Reflects the deconsolidation of Corebridge's assets, liabilities and equity after intercompany eliminations. The pro forma income statements for each period presented reflects Corebridge as discontinued operations after intercompany eliminations and Corebridge will be presented as discontinued operations within our future filings beginning with our Form 10-Q for the quarter ended June 30, 2024.
(b)Reflects the 2023 disposals of Validus and CRS, which did not meet the criteria for discontinued operations. These adjustments are not required in the years prior to their disposition. The adjustments are reflected to enhance comparability to AIG's future income statements.
(c)Upon deconsolidation of Corebridge, certain intercompany investment entities will no longer be consolidated by AIG. The pro forma adjustments recognize (i) the deconsolidation of the investment entities' assets and debt (ii) AIG's retained interest in these entities which are either classified as available for sale securities or equity method investments, and (iii) the net investment income adjustments as described above. See net investment income adjustments above.
(d)Relates to intercompany investment management fees charged to AIG from Corebridge, which were previously eliminated upon consolidation. These services for certain of AIG's investments are expected to continue after the Separation.
(e)Reflects the retention by AIG of 48.4 percent of the outstanding common shares of Corebridge. AIG elected the fair value option to account for its investment in Corebridge at the time of deconsolidation. The pro forma net investment income reflects the fair value change in Corebridge’s common stock and dividends received for the year ended December 31, 2023 and the three months ended March 31, 2024. The pro forma equity income of Corebridge is not reflected in 2022 and 2021 income statements. In accordance with Article 11, the results of Corebridge are reflected as discontinued operations in 2024, 2023, 2022 and 2021.
(f)Represents the cash received by AIG following the May 30, 2024 sale of 30.0 million shares (representing approximately 5 percent of the total Corebridge outstanding common stock). The total effect is recorded in AIG's shareholders' equity.
(g)Reflects the deconsolidation of Corebridge after intercompany eliminations as follows: (i) Retained earnings adjustment to remove the net assets of Corebridge of $12,165 million, (ii) non-controlling interests of $5,712 million and (iii) recognition of accumulated other comprehensive loss of $7,485 million, and (iv) the removal of non-controlling interest for each income statement presented. The impact of the pro forma adjustment column represents the establishment of the retained interest in Corebridge at fair value, as well as the establishment of our retained interest in previously consolidated investment entities as described in note (c).
(h)The income tax pro forma adjustments recognize (i) tax expense which reflects the application of the relevant statutory tax rates to the jurisdictional mix of income including pre-tax pro forma adjustments described above and certain tax allocations and (ii) for the balance sheet (a) a tax receivable of $377 million due from Corebridge that has not been settled before the date of Separation and (b) the tax impact of the sale of an approximate 5 percent interest in Corebridge and establishment of a deferred tax liability related to the book and tax basis difference in AIG’s remaining interest in Corebridge.
6