EQUITY

3 Months Ended

Mar. 31, 2022

EQUITY

EQUITY

12. 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.

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 three months ended March 31, 2022 and 2021:

			Dividends Paid
Declaration Date	Record Date	Payment Date		Per Preferred Share		Per Depositary Share
February 16, 2022	February 28, 2022	March 15, 2022	$	365.625	$	0.365625
February 16, 2021	February 26, 2021	March 15, 2021	$	365.625	$	0.365625

Common Stock

The following table presents a rollforward of outstanding shares:

Three Months Ended March 31, 2022	Common	Treasury	Common Stock
	Stock Issued	Stock	Outstanding
Shares, beginning of year	1,906,671,492	(1,087,984,129)	818,687,363
Shares issued	-	4,910,231	4,910,231
Shares repurchased	-	(23,373,504)	(23,373,504)
Shares, end of period	1,906,671,492	(1,106,447,402)	800,224,090

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 three months ended March 31, 2022 and 2021:

				Dividends Paid
Declaration Date	Record Date	Payment Date		Per Common Share
February 16, 2022	March 17, 2022	March 31, 2022	$	0.32
February 16, 2021	March 16, 2021	March 30, 2021	$	0.32

For a discussion of restrictions on payments of dividends to AIG Parent by its subsidiaries see Note 18 to the Consolidated Financial Statements in the 2021 Annual Report.

Repurchase of AIG Common Stock

The following table presents repurchases of AIG Common Stock:

Three Months Ended March 31,
(in millions)		2022		2021
Aggregate repurchases of common stock*	$	1,403	$	362
Total number of common shares repurchased		23		8

*For the three months ended March 31, 2021, approximately $92 million of these share repurchases were funded with proceeds received from warrant exercises that occurred prior to the expiration of warrants to purchase shares of AIG Common Stock on January 19, 2021.

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. Certain of our share repurchases have been and may from time to time be effected through Securities Exchange Act of 1934 (Exchange Act) Rule 10b5-1 repurchase plans.

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):

										Fair Value of
		Unrealized Appreciation		Unrealized						Liabilities Under
		(Depreciation) of Fixed		Appreciation		Foreign		Retirement		Fair Value Option
		Maturity Securities on		(Depreciation)		Currency		Plan		Attributable to
		Which Allowance for		of All Other		Translation		Liabilities		Changes in
(in millions)		Credit Losses Was Taken		Investments		Adjustments		Adjustment		Own Credit Risk		Total
Balance, December 31, 2021, net of tax	$	(57)	$	10,094	$	(2,453)	$	(903)	$	6	$	6,687
Change in unrealized depreciation
of investments		(57)		(20,110)		-		-		-		(20,167)
Change in deferred policy acquisition costs
adjustment and other		-		2,815		-		-		-		2,815
Change in future policy benefits		-		1,183		-		-		-		1,183
Change in foreign currency translation adjustments		-		-		(1)		-		-		(1)
Change in net actuarial loss		-		-		-		11		-		11
Change in prior service cost		-		-		-		1		-		1
Change in deferred tax asset (liability)		12		2,505		(4)		(3)		-		2,510
Change in fair value of liabilities under fair value
option attributable to changes in own credit risk		-		-		-		-		-		-
Total other comprehensive income (loss)		(45)		(13,607)		(5)		9		-		(13,648)
Noncontrolling interests		(5)		(1,076)		20		-		-		(1,061)
Balance, March 31, 2022, net of tax	$	(97)	$	(2,437)	$	(2,478)	$	(894)	$	6	$	(5,900)

Balance, December 31, 2020, net of tax	$	(95)	$	17,093	$	(2,267)	$	(1,228)	$	8	$	13,511
Change in unrealized appreciation (depreciation)
of investments		41		(11,690)		-		-		-		(11,649)
Change in deferred policy acquisition costs
adjustment and other		(2)		1,393		-		-		-		1,391
Change in future policy benefits		-		1,145		-		-		-		1,145
Change in foreign currency translation adjustments		-		-		170		-		-		170
Change in net actuarial gain		-		-		-		(1)		-		(1)
Change in prior service cost		-		-		-		2		-		2
Change in deferred tax asset (liability)		(6)		1,953		(45)		(4)		-		1,898
Change in fair value of liabilities under fair value
option attributable to changes in own credit risk		-		-		-		-		(1)		(1)
Total other comprehensive income (loss)		33		(7,199)		125		(3)		(1)		(7,045)
Noncontrolling interests		-		-		-		-		-		-
Balance, March 31, 2021, net of tax	$	(62)	$	9,894	$	(2,142)	$	(1,231)	$	7	$	6,466

The following table presents the other comprehensive income (loss) reclassification adjustments for the three-month periods ended March 31, 2022 and 2021, respectively:

										Fair Value of
		Unrealized Appreciation		Unrealized						Liabilities Under
		(Depreciation) of Fixed		Appreciation		Foreign		Retirement		Fair Value Option
		Maturity Securities on		(Depreciation)		Currency		Plan		Attributable to
		Which Allowance for		of All Other		Translation		Liabilities		Changes in
(in millions)	Credit Losses Was Taken			Investments		Adjustments		Adjustment		Own Credit Risk		Total
March 31, 2022
Unrealized change arising during period	$	(57)	$	(16,251)	$	(1)	$	4	$	-	$	(16,305)
Less: Reclassification adjustments
included in net income		-		(139)		-		(8)		-		(147)
Total other comprehensive income (loss),
before income tax expense (benefit)		(57)		(16,112)		(1)		12		-		(16,158)
Less: Income tax expense (benefit)		(12)		(2,505)		4		3		-		(2,510)
Total other comprehensive income (loss),
net of income tax expense (benefit)	$	(45)	$	(13,607)	$	(5)	$	9	$	-	$	(13,648)
										Fair Value of
		Unrealized Appreciation		Unrealized						Liabilities Under
		(Depreciation) of Fixed		Appreciation		Foreign		Retirement		Fair Value Option
		Maturity Securities on		(Depreciation)		Currency		Plan		Attributable to
		Which Allowance for		of All Other		Translation		Liabilities		Changes in
(in millions)	Credit Losses Was Taken			Investments		Adjustments		Adjustment		Own Credit Risk		Total
March 31, 2021
Unrealized change arising during period	$	37	$	(8,761)	$	170	$	(11)	$	(1)	$	(8,566)
Less: Reclassification adjustments
included in net income		(2)		391		-		(12)		-		377
Total other comprehensive income (loss),
before income tax expense (benefit)		39		(9,152)		170		1		(1)		(8,943)
Less: Income tax expense (benefit)		6		(1,953)		45		4		-		(1,898)
Total other comprehensive income (loss),
net of income tax expense (benefit)	$	33	$	(7,199)	$	125	$	(3)	$	(1)	$	(7,045)

The following table presents the effect of the reclassification of significant items out of AOCI on the respective line items in the Condensed Consolidated Statements of Income (Loss):

	Amount Reclassified
	from AOCI					Affected Line Item in the
	Three Months Ended March 31,					Condensed Consolidated
(in millions)			2022		2021	Statements of Income (Loss)
Unrealized appreciation (depreciation) of fixed
maturity securities on which allowance
for credit losses was taken
Investments		$	-	$	(2)	Net realized gains (losses)
Total			-		(2)
Unrealized appreciation (depreciation) of
all other investments
Investments			(139)		391	Net realized gains (losses)
Total			(139)		391
Change in retirement plan liabilities adjustment
Prior-service credit			(1)		(1)	*
Actuarial losses			(7)		(11)	*
Total			(8)		(12)
Total reclassifications for the period		$	(147)	$	377

*These AOCI components are included in the computation of net periodic pension cost. For additional information see Note 14.