EQUITY

12 Months Ended

Dec. 31, 2020

EQUITY

EQUITY

17. Equity

Shares Outstanding

Preferred Stock

On March 14, 2019, we issued 20,000 shares of Series A 5.85% Non-Cumulative Perpetual Preferred Stock (Series A Preferred Stock) (equivalent to 20,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of Series A Preferred Stock), $5.00 par value and $25,000 liquidation preference per share (equivalent to $25 per Depositary Share). After underwriting discounts and expenses, we received net proceeds of approximately $485 million.

We may redeem the Series A Preferred Stock at our option, (a) in whole, but not in part, at any time prior to March 15, 2024, within 90 days after the occurrence of a “Rating Agency Event,” at a redemption price equal to $25,500 per share of the Series A Preferred Stock (equivalent to $25.50 per Depositary Share), plus an amount equal to any dividends per share that have been declared but not paid prior to the redemption date (but no amount due in respect of any dividends that have not been declared prior to such date), or (b) (i) in whole, but not in part, at any time prior to March 15, 2024, within 90 days after the occurrence of a “Regulatory Capital Event,” or (ii) in whole or in part, from time to time, on or after March 15, 2024, in each case, at a redemption price equal to $25,000 per share of the Series A Preferred Stock (equivalent to $25.00 per Depositary Share), plus an amount equal to any dividends per share that have been declared but not paid prior to the redemption date (but no amount due in respect of any dividends that have not been declared prior to such date).

A “Rating Agency Event” is generally defined to mean that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that then publishes a rating for us amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Series A Preferred Stock, which amendment, clarification or change results in the shortening of the length of time the Series A Preferred Stock is assigned a particular level of equity credit by that rating agency as compared to the length of time it would have been assigned that level of equity credit by that rating agency or its predecessor on the initial issuance of the Series A Preferred Stock, or the lowering of the equity credit (including up to a lesser amount) assigned to the Series A Preferred Stock by that rating agency as compared to the equity credit assigned by that rating agency or its predecessor on the initial issuance of the Series A Preferred Stock. A “Regulatory Capital Event” is generally defined to mean our good faith determination that as a result of a change in law, rule or regulation, or a proposed change or an official judicial or administrative pronouncement, there is more than an insubstantial risk that the full liquidation preference of the Series A Preferred Stock would not qualify as capital (or a substantially similar concept) for purposes of any group capital standard to which we are or will be subject.

Holders of the Series A Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors (or a duly authorized committee of the board). Dividends will be payable from the original date of issue at a rate of 5.85% per annum, payable quarterly, in arrears, on the fifteenth day of March, June, September and December of each year, beginning on June 15, 2019. Dividends on the Series A Preferred Stock will be non-cumulative.

In the event of any liquidation, dissolution or winding-up of the affairs of AIG, whether voluntary or involuntary, before any distribution or payment out of our assets may be made to or set aside for the holders of any junior stock, holders of the Series A Preferred Stock will be entitled to receive out of our assets legally available for distribution to our stockholders, an amount equal to $25,000 per share of Series A Preferred Stock (equivalent to $25.00 per Depositary Share), together with an amount equal to all declared and unpaid dividends (if any), but no amount in respect of any undeclared dividends prior to such payment date. Distributions will be made only to the extent of our assets that are available for distribution to stockholders (i.e., after satisfaction of all our liabilities to creditors, if any).

The Series A Preferred Stock does not have voting rights, except in limited circumstances, including in the case of certain dividend non-payments.

The following table presents declaration date, record date, payment date and dividends paid per preferred share and per depository share on the Series A Preferred Stock in the twelve months ended December 31, 2020 and 2019:

			Dividends Paid
Declaration Date	Record Date	Payment Date		Per Preferred Share		Per Depositary Share
November 5, 2020	November 30, 2020	December 15, 2020	$	365.625	$	0.365625
August 3, 2020	August 31, 2020	September 15, 2020		365.625		0.365625
May 4, 2020	May 29, 2020	June 15, 2020		365.625		0.365625
February 12, 2020	February 28, 2020	March 16, 2020		365.625		0.365625
October 31, 2019	November 29, 2019	December 16, 2019	$	365.625	$	0.365625
August 7, 2019	August 30, 2019	September 16, 2019		365.625		0.365625
May 21, 2019	May 31, 2019	June 17, 2019		369.6875		0.3696875

Common Stock

The following table presents a rollforward of outstanding shares:

	Common	Treasury	Common Stock
	Stock Issued	Stock	Outstanding
Year Ended December 31, 2018
Shares, beginning of year	1,906,671,492	(1,007,626,835)	899,044,657
Shares issued	-	4,091,922	4,091,922
Shares repurchased	-	(36,527,150)	(36,527,150)
Shares, end of year	1,906,671,492	(1,040,062,063)	866,609,429
Year Ended December 31, 2019
Shares, beginning of year	1,906,671,492	(1,040,062,063)	866,609,429
Shares issued	-	3,389,602	3,389,602
Shares repurchased	-	-	-
Shares, end of year	1,906,671,492	(1,036,672,461)	869,999,031
Year Ended December 31, 2020
Shares, beginning of year	1,906,671,492	(1,036,672,461)	869,999,031
Shares issued	-	3,719,970	3,719,970
Shares repurchased	-	(12,160,952)	(12,160,952)
Shares, end of year	1,906,671,492	(1,045,113,443)	861,558,049

Dividends

Dividends are payable on AIG Common Stock only when, as and if declared by our Board of Directors in its discretion, from funds legally available for this purpose. In considering whether to pay a dividend on or purchase shares of AIG Common Stock, our Board of Directors considers a number of factors, including, but not limited to: the capital resources available to support our insurance operations and business strategies, AIG’s funding capacity and capital resources in comparison to internal benchmarks, expectations for capital generation, rating agency expectations for capital, regulatory standards for capital and capital distributions, and such other factors as our Board of Directors may deem relevant. The payment of dividends is also subject to the terms of AIG’s outstanding Series A Preferred Stock, pursuant to which no dividends may be declared or paid on any AIG Common Stock unless the full dividends for the latest completed dividend period on all outstanding shares of Series A Preferred Stock have been declared and paid or provided for.

The following table presents declaration date, record date, payment date and dividends paid per common share on AIG Common Stock in the twelve months ended December 31, 2020, 2019 and 2018:

				Dividends Paid
Declaration Date	Record Date	Payment Date		Per Common Share
November 5, 2020	December 14, 2020	December 28, 2020	$	0.32
August 3, 2020	September 17, 2020	September 30, 2020		0.32
May 4, 2020	June 15, 2020	June 29, 2020		0.32
February 12, 2020	March 16, 2020	March 30, 2020		0.32
October 31, 2019	December 12, 2019	December 26, 2019	$	0.32
August 7, 2019	September 17, 2019	September 30, 2019		0.32
May 6, 2019	June 14, 2019	June 28, 2019		0.32
February 13, 2019	March 15, 2019	March 29, 2019		0.32
October 31, 2018	December 12, 2018	December 26, 2018	$	0.32
August 2, 2018	September 17, 2018	September 28, 2018		0.32
May 2, 2018	June 14, 2018	June 28, 2018		0.32
February 8, 2018	March 15, 2018	March 29, 2018		0.32

Repurchase of AIG Common Stock

The following table presents repurchases of AIG Common Stock and warrants to purchase shares of AIG Common Stock:

Years Ended December 31,
(in millions)		2020		2019		2018
Aggregate repurchases of common stock	$	500	$	-	$	1,739
Total number of common shares repurchased		12		-		37
Aggregate repurchases of warrants	$	-	$	-	$	11
Total number of warrants repurchased		-		-		1

Our Board of Directors has authorized the repurchase of shares of AIG Common Stock and warrants to purchase shares of AIG Common Stock through a series of actions. On February 13, 2019, our Board of Directors authorized an additional increase of approximately $1.5 billion to its previous share repurchase authorization. As of December 31, 2020, approximately $1.5 billion remained under our share repurchase authorization. Shares may be repurchased from time to time in the open market, private purchases, through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise (including through the purchase of warrants). Certain of our share repurchases have been and may from time to time be effected through Exchange Act Rule 10b5-1 repurchase plans.

In February 2020, we executed an accelerated stock repurchase (ASR) agreement with a third-party financial institution. The total number of shares of AIG Common Stock repurchased in the year ended December 31, 2020, and the aggregate purchase price of those shares, reflect our payment of $500 million in the aggregate under the ASR agreement and the receipt of approximately 12 million shares of AIG Common Stock in the aggregate.

The timing of any future repurchases will depend on market conditions, our business and strategic plans, financial condition, results of operations, liquidity and other factors. The repurchase of AIG Common Stock is also subject to the terms of AIG’s outstanding Series A Preferred Stock, pursuant to which AIG may not (other than in limited circumstances) purchase, redeem or otherwise acquire AIG Common Stock unless the full dividends for the latest completed dividend period on all outstanding shares of Series A Preferred Stock have been declared and paid or provided for.

Accumulated Other Comprehensive Income (Loss)

The following table presents a rollforward of Accumulated other comprehensive income (loss):

	Unrealized Appreciation									Fair Value of
	(Depreciation) of Fixed			Unrealized						Liabilities Under
	Maturity Securities on			Appreciation		Foreign		Retirement		Fair Value Option
	Which Other-Than-			(Depreciation)		Currency		Plan		Attributable to
	Temporary Credit			of All Other		Translation		Liabilities		Changes in
(in millions)	Impairments Were Taken			Investments		Adjustments		Adjustment		Own Credit Risk		Total
Balance, January 1, 2018, net of tax	$	793		7,693		(2,090)		(931)		-	$	5,465
Cumulative effect of change in accounting principles		169		(285)		(284)		(183)		7		(576)
Change in unrealized depreciation
of investments		(1,320)		(8,688)		-		-		-		(10,008)
Change in deferred policy acquisition costs
adjustment and other		(57)		1,300		-		-		-		1,243
Change in future policy benefits		-		1,711		-		-		-		1,711
Change in foreign currency translation adjustments		-		-		(314)		-		-		(314)
Change in net actuarial loss		-		-		-		(23)		-		(23)
Change in prior service credit		-		-		-		(4)		-		(4)
Change in deferred tax asset (liability)		377		702		(35)		55		-		1,099
Change in fair value of liabilities under fair value
option attributable to changes in own credit risk		-		-		-		-		3		3
Total other comprehensive income (loss)		(1,000)		(4,975)		(349)		28		3		(6,293)
Noncontrolling interests		-		7		2		-		-		9
Balance, December 31, 2018, net of tax	$	(38)	$	2,426	$	(2,725)	$	(1,086)	$	10	$	(1,413)
Cumulative effect of change in accounting principles												-
Change in unrealized appreciation
of investments		842		13,333		-		-		-		14,175
Change in deferred policy acquisition costs
adjustment and other*		15		(1,871)		-		-		-		(1,856)
Change in future policy benefits		-		(4,462)		-		-		-		(4,462)
Change in foreign currency translation adjustments		-		-		135		-		-		135
Change in net actuarial loss		-		-		-		(58)		-		(58)
Change in prior service credit		-		-		-		(2)		-		(2)
Change in deferred tax asset (liability)		(196)		(1,311)		(31)		24		-		(1,514)
Change in fair value of liabilities under fair value
option attributable to changes in own credit risk		-		-		-		-		(3)		(3)
Total other comprehensive income (loss)		661		5,689		104		(36)		(3)		6,415
Noncontrolling interests		-		16		4		-		-		20
Balance, December 31, 2019, net of tax	$	623	$	8,099	$	(2,625)	$	(1,122)	$	7	$	4,982
		Unrealized Appreciation								Fair Value of
		(Depreciation) of Fixed		Unrealized						Liabilities Under
		Maturity Securities on		Appreciation		Foreign		Retirement		Fair Value Option
		Which Allowance		(Depreciation)		Currency		Plan		Attributable to
		for Credit Losses		of All Other		Translation		Liabilities		Changes in
(in millions)		Was Taken		Investments		Adjustments		Adjustment		Own Credit Risk		Total
Balance, January 1, 2020, net of tax	$	-		8,722		(2,625)		(1,122)		7	$	4,982
Cumulative effect of change in accounting principles		-		-		-		-		-		-
Change in unrealized appreciation (depreciation)
of investments		(133)		9,624		-		-		-		9,491
Change in deferred policy acquisition costs
adjustment and other		11		(1,327)		-		-		-		(1,316)
Change in future policy benefits		-		2,408		-		-		-		2,408
Change in foreign currency translation adjustments		-		-		303		-		-		303
Change in net actuarial loss		-		-		-		(67)		-		(67)
Change in prior service credit		-		-		-		(18)		-		(18)
Change in deferred tax asset (liability)		27		(2,351)		56		(21)		-		(2,289)
Change in fair value of liabilities under fair value
option attributable to changes in own credit risk		-		-		-		-		1		1
Total other comprehensive income (loss)		(95)		8,354		359		(106)		1		8,513
Noncontrolling interests		-		(17)		1		-		-		(16)
Balance, December 31, 2020, net of tax	$	(95)	$	17,093	$	(2,267)	$	(1,228)	$	8	$	13,511

*Includes net unrealized gains and losses attributable to businesses held for sale at December 31, 2019.

The following table presents the other comprehensive income (loss) reclassification adjustments for the years ended December 31, 2020, 2019 and 2018:

		Unrealized Appreciation								Fair Value of
		(Depreciation) of Fixed		Unrealized						Liabilities Under
		Maturity Securities on		Appreciation		Foreign		Retirement		Fair Value Option
		Which Other-Than-		(Depreciation)		Currency		Plan		Attributable to
		Temporary Credit		of All Other		Translation		Liabilities		Changes in
(in millions)		Impairments Were Taken		Investments		Adjustments		Adjustment		Own Credit Risk		Total
December 31, 2018
Unrealized change arising during period	$	(1,372)		(5,811)		(314)		(61)		3	$	(7,555)
Less: Reclassification adjustments
included in net income		5		(134)		-		(34)		-		(163)
Total other comprehensive income (loss),
before income tax expense (benefit)		(1,377)		(5,677)		(314)		(27)		3		(7,392)
Less: Income tax expense (benefit)		(377)		(702)		35		(55)		-		(1,099)
Total other comprehensive income (loss),
net of income tax expense (benefit)	$	(1,000)	$	(4,975)	$	(349)	$	28	$	3	$	(6,293)
December 31, 2019
Unrealized change arising during period	$	853		7,324		135		(97)		(3)	$	8,212
Less: Reclassification adjustments
included in net income		(4)		324		-		(37)		-		283
Total other comprehensive income (loss),
before income tax expense (benefit)		857		7,000		135		(60)		(3)		7,929
Less: Income tax expense (benefit)		196		1,311		31		(24)		-		1,514
Total other comprehensive income (loss),
net of income tax expense (benefit)	$	661	$	5,689	$	104	$	(36)	$	(3)	$	6,415
		Unrealized Appreciation								Fair Value of
		(Depreciation) of Fixed		Unrealized						Liabilities Under
		Maturity Securities on		Appreciation		Foreign		Retirement		Fair Value Option
		Which Allowance		(Depreciation)		Currency		Plan		Attributable to
		for Credit Losses		of All Other		Translation		Liabilities		Changes in
(in millions)		Was Taken		Investments		Adjustments		Adjustment		Own Credit Risk		Total
December 31, 2020
Unrealized change arising during period	$	(161)	$	11,758	$	303	$	(130)	$	1	$	11,771
Less: Reclassification adjustments
included in net income		(39)		1,053		-		(45)		-		969
Total other comprehensive income (loss),
before income tax expense (benefit)		(122)		10,705		303		(85)		1		10,802
Less: Income tax expense (benefit)		(27)		2,351		(56)		21		-		2,289
Total other comprehensive income (loss),
net of income tax expense (benefit)	$	(95)	$	8,354	$	359	$	(106)	$	1	$	8,513

The following table presents the effect of the reclassification of significant items out of Accumulated other comprehensive income on the respective line items in the Consolidated Statements of Income:

	Amount Reclassified
	from Accumulated Other
Years Ended December 31,	Comprehensive Income						Affected Line Item in the
(in millions)	2020			2019		2018	Consolidated Statements of Income
Unrealized appreciation (depreciation) of fixed maturity securities on which allowance for credit losses was taken
Investments	$	(39)	$	-	$	-	Other realized capital gains
Total		(39)		-		-
Unrealized appreciation (depreciation) of fixed maturity securities on which other-than-temporary credit impairments were taken
Investments	$	-	$	(4)	$	5	Other realized capital gains
Total		-		(4)		5
Unrealized appreciation (depreciation) of all other investments
Investments		1,053		324		(134)	Other realized capital gains
Total		1,053		324		(134)
Change in retirement plan liabilities adjustment
Prior-service credit		(1)		-		1	*
Actuarial losses		(44)		(37)		(35)	*
Total		(45)		(37)		(34)
Total reclassifications for the year	$	969	$	283	$	(163)

*These Accumulated other comprehensive income components are included in the computation of net periodic pension cost. For additional information see Note 21.