17. TOTAL EQUITY

Shares Outstanding

The following table presents a rollforward of outstanding shares:

	Preferred Stock


	Preferred Stock												Common Stock Issued		Treasury Stock			Outstanding Shares
	AIG Series E			AIG Series F			AIG Series C			AIG Series G			Common Stock Issued		Treasury Stock			Outstanding Shares

Year Ended December 31, 2010
Shares, beginning of year		400,000			300,000			100,000			–			141,732,263		(6,661,356	)		135,070,907
Issuances		–			–			–			–			5,391,804		–			5,391,804
Shares exchanged		–			–			–			–			–		448			448

Shares, end of year		400,000			300,000			100,000			–			147,124,067		(6,660,908	)		140,463,159

Year Ended December 31, 2011
Shares, beginning of year		400,000			300,000			100,000			–			147,124,067		(6,660,908	)		140,463,159
Issuances		–			–			–			20,000			100,799,653		–			100,799,653
Settlement of equity unit stock purchase contracts		–			–			–			–			3,606,417		–			3,606,417
Shares exchanged^*		(400,000	)		(300,000	)		(100,000	)		–			1,655,037,962		(11,678	)		1,655,026,284
Shares purchased		–			–			–			–			–		(3,074,031	)		(3,074,031	)
Shares cancelled		–			–			–			(20,000	)		–		–			–

Shares, end of year		–			–			–			–			1,906,568,099		(9,746,617	)		1,896,821,482

Year Ended December 31, 2012
Shares, beginning of year		–			–			–			–			1,906,568,099		(9,746,617	)		1,896,821,482
Issuances		–			–			–			–			43,581		685,727			729,308
Shares purchased		–			–			–			–			–		(421,228,855	)		(421,228,855	)

Shares, end of year		–			–			–			–			1,906,611,680		(430,289,745	)		1,476,321,935

Preferred Stock and Recapitalization

At December 31, 2010, a total of $7.5 billion was outstanding under the Department of the Treasury's commitment (the Department of the Treasury Commitment (Series F)) pursuant to the Securities Purchase Agreement, dated as of April 17, 2009 (the Series F SPA), between AIG and the Department of the Treasury relating to our the Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share (the Series F Preferred Stock). On January 14, 2011, we completed the Recapitalization in which the Series C Perpetual, Convertible, Participating Preferred Stock, par value $5.00 per share (the Series C Preferred Stock), Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share (the Series E Preferred Stock) and the Series F Preferred Stock were exchanged for AIG Common Stock and the Series G Cumulative Mandatory Convertible Preferred Stock, par value $5.00 per share (the Series G Preferred Stock) was issued. In connection with the Recapitalization, we repaid all amounts outstanding under the FRBNY Credit Facility. In connection with the May 2011 AIG Common Stock Offering (described below under AIG Common Stock Offerings by the Department of the Treasury and AIG Purchases of Shares), the Series G Preferred Stock was cancelled.

The following table presents the principal Consolidated Balance Sheet line items affected by the Recapitalization on January 14, 2011, further described in Note 25 herein:

	Effect of Recapitalization


Increase (Decrease) (in millions)	Repayment and Termination of FRBNY Credit Facility^(a)			Repurchase and Exchange of SPV Preferred Interests			Exchange of Preferred Stock for Common Stock^(c)			Total Effect of Recapitalization

Other assets	$	(24,297	)	$	(6,140	)^(b)	$	–		$	(30,437	)
Other liabilities		(325	)		–			–			(325	)
Federal Reserve Bank of New York credit facility		(20,689	)		–			–			(20,689	)
Redeemable noncontrolling nonvoting, callable, junior preferred interests held by Department of Treasury		–			20,292			–			20,292
AIG shareholders' equity:
Preferred stock
Series C preferred stock		–			–			(23,000	)		(23,000	)
Series E preferred stock		–			–			(41,605	)		(41,605	)
Series F preferred stock		–			20,292			(7,378	)		(7,378	)
					(20,292	)
Series G preferred stock; 20,000 shares issued; liquidation value $0^(d)		–			–			–			–
Common stock		–			–			4,138			4,138
Additional paid-in capital		–			–			67,845			67,845
Retained Earnings		(3,283	)		–			–			(3,283	)
Noncontrolling nonvoting, callable, junior and senior preferred interests held by Federal Reserve Bank of New York		–			(26,432	)		–			(26,432	)
Shares outstanding								1,655,037,962			1,655,037,962

(a) Repayment and Termination of the FRBNY Credit Facility – Funds held in escrow and included in Other assets from the AIA IPO and the ALICO sale were used to repay the FRBNY Credit Facility. The adjustments to Other assets and Accumulated deficit reflects the write-off of the unamortized portion of the net prepaid commitment fee asset.

(b) Repurchase and Exchange of SPV Preferred Interests – We used remaining net cash proceeds from the AIA IPO and the ALICO sale to pay down a portion of the liquidation preference on the SPV Preferred Interests held by the FRBNY and drew down approximately $20.3 billion under the Department of the Treasury Commitment (Series F) to repurchase the FRBNY's remaining SPV Preferred Interests, which we then transferred to the Department of the Treasury as part of the consideration for the exchange of the Series F Preferred Stock.

(c) Exchange of our Series C, E and F Preferred Stock for AIG Common Stock. The adjustments represent the exchange of Series C Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock for AIG Common Stock. As a result of the Recapitalization, the Department of the Treasury acquired 1,655,037,962 shares of newly issued AIG Common Stock.

(d) In connection with the May 2011 AIG Common Stock offering and sale, the Series G Preferred Stock was cancelled.

The following table presents a rollforward of preferred stock:

(in millions)	AIG Series E			AIG Series F			AIG Series C			Total Preferred Stock



Balance, January 1, 2010	$	41,605		$	5,179		$	23,000		$	69,784
AIG Series F drawdown		–			2,199			–			2,199

Balance, December 31, 2010	$	41,605		$	7,378		$	23,000		$	71,983

Shares Exchanged		(41,605	)		(7,378	)		(23,000	)		(71,983	)

Balance, December 31, 2011	$	–		$	–		$	–		$	–

Shares Exchanged		–			–			–			–

Balance, December 31, 2012	$	–		$	–		$	–		$	–

Dividends

Payment of future dividends to our shareholders depends in part on the regulatory framework that will ultimately be applicable to us, including our status as a savings and loan holding company under Dodd-Frank and whether we are determined to be a SIFI. In addition, dividends will be payable on AIG Common Stock only when, as and if declared by our Board of Directors in its discretion, from funds legally available therefor. In considering whether to pay a dividend or purchase shares of AIG Common Stock, our Board of Directors will take into account such matters as our financial position, the performance of our businesses, our consolidated financial condition, results of operations and liquidity, available capital, the existence of investment opportunities, contractual, legal and regulatory restrictions on the payment of dividends by our subsidiaries, rating agency considerations, including the potential effect on our debt ratings, and such other factors as our Board may deem relevant. We did not pay any cash dividends in 2011 or 2012.

Share Issuances and Repurchases

AIG Common Stock Offerings by the Department of the Treasury and AIG Purchases of AIG Common Stock in 2012

Through registered public offerings, the Department of the Treasury has disposed of all of its ownership of AIG Common Stock as of December 31, 2012, from ownership of approximately 92 percent (1.7 billion shares) prior to the completion of the first registered public offering initiated by the Department of the Treasury as selling shareholder in May 2011. During 2012, the Department of the Treasury, as selling shareholder, completed registered public offerings of AIG Common Stock on March 13 (the March Offering), May 10 (the May Offering), August 8 (the August Offering), September 14 (the September Offering) and December 14 (the December Offering). We participated as a purchaser in the first four 2012 offerings.

The following table presents certain information relating to these offerings:

			U.S. Treasury				AIG^*


(dollars in millions, except share-price data)			U.S. Treasury				AIG^*
(dollars in millions, except share-price data)	Price		Shares Sold		Amount		Shares Purchased		Amount

May 2011 Offering	$	29.00		200,000,000	$	5,800		–	$	–
2012 Offerings:
March Offering		29.00		206,896,552		6,000		103,448,276		3,000
May Offering		30.50		188,524,589		5,750		65,573,770		2,000
August Offering		30.50		188,524,590		5,750		98,360,656		3,000
September Offering		32.50		636,923,075		20,700		153,846,153		5,000
December Offering		32.50		234,169,156		7,610		–		–

				1,655,037,962	$	51,610		421,228,855	$	13,000

* Shares purchased by us in each of the 2012 offerings were purchased pursuant to AIG Board of Directors authorization.

Each of these purchases was authorized by our Board of Directors. At December 31, 2012, our Board had not authorized any additional purchases. Potential future purchases of our shares will depend in part on the regulatory framework that will ultimately be applicable to us. This framework will depend on, among other things, our capital requirements as a savings and loan holding company under Dodd-Frank and whether we are determined to be a SIFI.

AIG Common Stock Purchases in 2011

In November 2011, our Board of Directors authorized the purchase of shares of AIG Common Stock, with an aggregate purchase amount of up to $1 billion from time to time in the open market, through derivative or automatic purchase contracts or otherwise. This authorization replaced all prior AIG Common Stock purchase authorizations. We purchased a total of 3,074,031 shares of AIG Common Stock for approximately $70 million in 2011.

Equity Units

In May 2008, we sold 78.4 million equity units (the Equity Units) at a price per unit of $75 for gross proceeds of $5.88 billion. The Equity Units included a stock purchase contract obligating the holder of an Equity Unit to purchase, and obligating AIG to sell, a variable number of shares of AIG Common Stock for $25 in cash.

We were obligated to pay quarterly contract adjustment payments to the holders of the stock purchase contracts under the Equity Units, at an initial annual rate of 2.71 percent applied to the stated amount. The present value of the contract adjustment payments, $431 million, was recognized at inception as a liability (a component of Other liabilities), and was recorded as a reduction to Additional paid-in capital.

In addition to the stock purchase contracts, as part of the Equity Units, we issued $1.96 billion of each of the Series B-1, B-2 and B-3 junior subordinated debentures, which initially paid interest at rates of 5.67 percent, 5.82 percent and 5.89 percent, respectively.

The junior subordinated debentures were recorded as Other long-term debt in the Consolidated Balance Sheet. The principal amount we owed on the subordinated debentures was equal to the amount owed to us under the related stock purchase contract.

On November 23, 2010, we commenced an offer to exchange up to 74,480,000 of our Equity Units for consideration per Equity Unit equal to 0.09867 share of AIG Common Stock plus $3.2702 in cash (the Exchange Offer). The stock and cash received was the result of netting payments from two separate transactions, a repurchase of the subordinated debentures and a cancellation of the stock purchase contracts.

On November 29, 2010, holders of 49,474,600 Equity Units accepted the Exchange Offer and their units were tendered in exchange for 4,881,667 shares of AIG Common Stock and $162 million in cash. Following the completion of the exchange offer, a total of 28,925,400 Equity Units remained outstanding. The execution of the Exchange Offer resulted in a loss on the extinguishment of the subordinated debentures of approximately $104 million and an increase to equity of approximately $3.7 billion.

In 2011, we remarketed the three series of debentures included in the Equity Units. We purchased and retired all of the Series B-1, B-2 and B-3 Debentures representing $2.2 billion in aggregate principal and as of December 31, 2011, we had issued approximately 1.8 billion shares of AIG Common Stock in connection with the settlement of the stock purchase contracts underlying the Equity Units.

Accumulated Other Comprehensive Income (Loss)

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

(in millions)	Unrealized Appreciation (Depreciation) of Fixed Maturity Investments on Which Other-Than- Temporary Credit Impairments Were Recognized			Unrealized Appreciation (Depreciation) of All Other Investments			Foreign Currency Translation Adjustments			Net Derivative Gains (Losses) Arising from Cash Flow Hedging Activities			Change in Retirement Plan Liabilities Adjustment			Total



Balance, January 1, 2010, net of tax	$	(1,785	)	$	7,829		$	2,249		$	(128	)	$	(1,144	)	$	7,021
Cumulative effect of change in accounting principle		(76	)		(168	)		(688	)		–			–			(932	)
Change in unrealized appreciation of investments		2,645			7,265			–			–			–			9,910
Change in deferred acquisition costs adjustment and other		(166	)		(491	)		–			–			–			(657	)
Change in foreign currency translation adjustments		–			–			654			–			–			654
Change in net derivative losses arising from cash flow hedging activities		–			–			–			105			–			105
Net actuarial loss		–			–			–			–			(1	)		(1	)
Prior service credit		–			–			–			–			10			10
Change attributable to divestitures and deconsolidations		43			(2,854	)		(2,357	)		6			290			(4,872	)
Deferred tax asset (liability)		(1,293	)		(1,627	)		775			(17	)		(24	)		(2,186	)

Total other comprehensive income (loss)		1,229			2,293			(928	)		94			275			2,963
Acquisition of noncontrolling interest		–			–			–			–			–			–
Noncontrolling interests		2			99			80			–			–			181

Balance, December 31, 2010, net of tax	$	(634	)	$	9,855		$	553		$	(34	)	$	(869	)	$	8,871

Change in unrealized appreciation of investments		55			5,463			–			–			–			5,518
Change in deferred acquisition costs adjustment and other(a)		11			(641	)		–			–			–			(630	)
Change in future policy benefits(b)		–			(2,302	)		–			–			–			(2,302	)
Change in foreign currency translation adjustments		–			–			(97	)		–			–			(97	)
Change in net derivative losses arising from cash flow hedging activities		–			–			–			51			–			51
Net actuarial loss		–			–			–			–			(752	)		(752	)
Prior service credit		–			–			–			–			387			387
Change attributable to divestitures and deconsolidations		23			(3,643	)		(1,681	)		–			260			(5,041	)
Deferred tax asset (liability)		(163	)		(362	)		786			(34	)		35			262

Total other comprehensive income (loss)		(74	)		(1,485	)		(992	)		17			(70	)		(2,604	)
Acquisition of noncontrolling interest		–			45			66			–			(18	)		93
Noncontrolling interests		3			(160	)		36			–			–			(121	)

Balance, December 31, 2011, net of tax	$	(711	)	$	8,575		$	(409	)	$	(17	)	$	(957	)	$	6,481

Change in unrealized appreciation of investments		2,306			8,404			–			–			–			10,710
Change in deferred acquisition costs adjustment and other		(49	)		(840	)		–			–			–			(889	)
Change in future policy benefits		(85	)		(432	)		–			–			–			(517	)
Change in foreign currency translation adjustments		–			–			(33	)		–			–			(33	)
Change in net derivative gains (losses) arising from cash flow hedging activities		–			–			–			33			–			33
Net actuarial loss		–			–			–			–			(273	)		(273	)
Prior service credit		–			–			–			–			(46	)		(46	)
Deferred tax asset (liability)		(886	)		(2,252	)		33			(16	)		232			(2,889	)

Total other comprehensive income (loss)		1,286			4,880			–			17			(87	)		6,096
Noncontrolling interests		–			9			(6	)		–			–			3

Balance, December 31, 2012, net of tax	$	575		$	13,446		$	(403	)	$	–		$	(1,044	)	$	12,574

(a) Includes the pre-tax adjustment to Accumulated other comprehensive income related to a $152 million reduction of deferred acquisition costs as a consequence of the recognition of additional policyholder benefit reserves disclosed below.

(b) The adjustment to policyholder benefit reserves assumes that the unrealized appreciation on available for sale securities is actually realized and that the proceeds are reinvested at lower yields.

As a result of divestitures in 2010, $1.8 billion of Foreign currency cumulative translation adjustment and $6.1 billion of Unrealized appreciation of investments were transferred to earnings as net gain on sale.

The following table presents the other comprehensive income (loss) reclassification adjustments for the years ended December 31, 2012, 2011 and 2010:

(in millions)	Unrealized Appreciation (Depreciation) of Fixed Maturity Investments on Which Other-Than- Temporary Credit Impairments Were Recognized			Unrealized Appreciation (Depreciation) of All Other Investments			Foreign Currency Translation Adjustments			Net Derivative Gains (Losses) Arising from Cash Flow Hedging Activities			Change in Retirement Plan Liabilities Adjustment			Total



December 31, 2010
Unrealized change arising during period	$	2,469		$	9,270		$	654		$	(25	)	$	(89	)	$	12,279
Less: Reclassification adjustments included in net income		(53	)		5,350			2,357			(136	)		(388	)		7,130

Total other comprehensive income (loss), before income tax expense (benefit)		2,522			3,920			(1,703	)		111			299			5,149
Less: Income tax expense (benefit)		1,293			1,627			(775	)		17			24			2,186

Total other comprehensive income (loss), net of income tax expense (benefit)	$	1,229		$	2,293		$	(928	)	$	94		$	275		$	2,963

December 31, 2011
Unrealized change arising during period	$	84		$	4,222		$	(97	)	$	(5	)	$	(440	)	$	3,764
Less: Reclassification adjustments included in net income		(5	)		5,345			1,681			(56	)		(335	)		6,630

Total other comprehensive income (loss), before income tax expense (benefit)		89			(1,123	)		(1,778	)		51			(105	)		(2,866	)
Less: Income tax expense (benefit)		163			362			(786	)		34			(35	)		(262	)

Total other comprehensive income (loss), net of income tax expense (benefit)	$	(74	)	$	(1,485	)	$	(992	)	$	17		$	(70	)	$	(2,604	)

December 31, 2012
Unrealized change arising during period	$	2,236		$	8,896		$	(33	)	$	(2	)	$	(406	)	$	10,691
Less: Reclassification adjustments included in net income		64			1,764			–			(35	)		(87	)		1,706

Total other comprehensive income, before income tax expense (benefit)		2,172			7,132			(33	)		33			(319	)		8,985
Less: Income tax expense (benefit)		886			2,252			(33	)		16			(232	)		2,889

Total other comprehensive income, net of income tax expense (benefit)	$	1,286		$	4,880		$	–		$	17		$	(87	)	$	6,096

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

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-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 129

-Paragraph 2, 3, 4, 5, 6, 7, 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 21: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 22: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(d),(e))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

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-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Article 4

+ Details