American International Group, Inc. (AIG)
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AGM 2016

May 11, 2016

Douglas Steenland
Non-Executive Chairman of the Board, American International Group

All right, let's get started. Good morning, everyone. I'm Doug Steenland. I'm the Chairman of the AIG Board of Directors, and I welcome you to the annual meeting of shareholders for 2016. Joining me and speaking with you today is Peter Hancock, AIG's President and Chief Executive Officer. This meeting, in addition to being with all of you today, it's being webcast, and we welcome those who are listening from beyond 175 Water Street. We are first going to conduct the meeting's official business to address the list of proposals under consideration today as presented in the proxy statement. Peter will tell you more about the important developments at AIG over the past year and what he sees ahead related to the strategic actions, organizational changes, and operating improvements that will continue to transform AIG into a leaner, more profitable, and more focused insurer.

Following Peter's presentation, we will welcome questions and comments from shareholders in the audience. I hereby call to order the 2016 annual meeting of shareholders of American International Group, Inc. You've all been provided with the procedures we're going to follow this morning, and I ask everyone to adhere to them. First, I would like to introduce the 16 nominees, which include Peter and me for the AIG Board of Directors.

All of the nominees, with the exception of Sam Merksamer and John Paulson, are currently members of the AIG Board of Directors. The nominees are seated in the front row, and I'd like them to stand as I call their names. W. Don Cornwell, Peter R. Fisher, John H. Fitzpatrick, Peter D. Hancock, William G. Jurgensen, Christopher S. Lynch, Samuel J. Merksamer, George L. Miles, Henry S. Miller, Robert S. "Steve" Miller , Linda A. Mills, Suzanne Nora Johnson, John A. Paulson, Ronald A. Rittenmeyer, and Theresa M. Stone, and myself, Doug Steenland.

I would like to thank all of the nominees for agreeing to stand for election and being willing to serve. A certified list of shareholders is available for inspection. Copies of the AIG Annual Report, which includes the Form 10-K for the year 2015, the proxy statement, and the Form 10-Q for the first quarter of 2016 are also available. I now call upon AIG's Corporate Secretary, Mr. Jeffrey A. Welikson, to present the affidavit of notice of this meeting and other formalities necessary for today. Jeff?

Jeffrey A. Welikson
VP, Corporate Secretary and Deputy General Counsel, American International Group

Thank you. I now submit the affidavit of Broadridge Financial Solutions certifying that each shareholder of record at the close of business as of March 21st, 2016, was sent either a notice of availability of proxy materials mailed on March 29th, 2016, or a package containing AIG's annual report, notice of this meeting, a proxy statement, a proxy card, and a return envelope mailed commencing on March 29th, 2016. I'd like to remind everyone that the remarks made today may contain forward-looking statements concerning future performance, events, plans, or objectives. These forward-looking statements are not guarantees of future performance or events. Actual results and events may differ, possibly materially, from those anticipated. Factors that could cause such differences include the factors described under Management's Discussion and Analysis and under Risk Factors in our 2016 first quarter 10-Q and our 2015 10-K.

AIG is not under any obligation and expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. The information provided today may include non-GAAP financial measures, including the financial targets in our strategic plan. The definition of such measures and the reconciliation of such measures to the comparable GAAP figures are included in our annual report to shareholders and our 2015 and first quarter 2016 financial supplements, all of which are available on our website. No statement made today is intended to constitute an offer of securities for sale or the solicitation of an offer to purchase any securities in any jurisdiction. Michael Barbera has been sworn in as our independent inspector of elections. He advises that a quorum is present for this meeting. Chairman?

Douglas Steenland
Non-Executive Chairman of the Board, American International Group

Thank you, Jeff. Proceeding to the official business of today's meeting, I will present the list of proposals under consideration today as they appear in the proxy statement. After that list has been presented, if any shareholder wishes to comment on or ask a question about any of these proposals, a microphone can be brought to you, and I will recognize you. The first proposal is the election to the AIG board of the 16 nominees I introduced at the start of the meeting to serve as directors until the next annual election and until their successors are elected and qualified. The second proposal is a non-binding resolution to approve executive compensation. The third proposal is the ratification of the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2016. Are there any questions or comments with respect to any of these proposals?

If so, please raise your hand and wait to be recognized for a microphone. There will be time later for general questions. Questions and comments at this point will be limited to the proposals just presented. Are there any questions? Okay. Seeing none, we will now proceed to vote on the three proposals that have been properly presented to the meeting. The polls are now open. If anyone wishes to vote now, please raise your hand and we will have a ballot brought to you. Does anyone wish to vote? Seeing no hands and everyone having voted by proxy, I hereby declare the polls closed and ask that ballots be delivered to the Inspector of Elections. Having done that, I now ask Mr. Welikson to announce the results of the voting.

Jeffrey A. Welikson
VP, Corporate Secretary and Deputy General Counsel, American International Group

Thank you. I have the report of the Inspector of Election. He certifies that each of the director nominees standing for election has been elected by a majority of the votes cast and that all of the proposals have been adopted. Later today, we will issue a press release with these results in detail.

Douglas Steenland
Non-Executive Chairman of the Board, American International Group

With the official business of our annual meeting now concluded, I'd like to turn the floor over to Peter for his remarks, and we will follow that with questions and answers. I'll remind you of the procedures that we're going to follow for our Q&A and ask that you adhere to them. Please raise your hand, wait to be recognized, and a microphone will be brought to you, and please direct your questions to me. With that, Peter.

Peter Hancock
President and CEO, American International Group

Good morning, everybody. Thank you for being here today for our annual meeting. Before I start, I want to congratulate our serving board members for their re-election and congratulate and welcome our new board members, Sam Merksamer and John Paulson. We look forward to working with you to implement our plans and deliver the results we've promised. If one word defines AIG in 2016, it's focus. In my first full year as CEO, I directed an analysis of the company's strategy and structure. In that process, we incorporated the best insights from within AIG and from expert industry advisors, as well as invaluable contributions from your board of directors. These efforts crystallized a process for evaluating our business, how we decide what we do and not do, and how our company would be simplified and best organized to run those businesses.

You've already seen three milestones that evolved from our company analysis. First, in November, the release of over 20% of the top of AIG's managerial hierarchy to streamline and speed decision-making. In January of this year, the announcement of the sale of our broker-dealer network, AIG Advisor Group. The planned full separation of our mortgage insurer, United Guaranty, following a 19.9% initial public offering. The public unveiling of our strategic plan, setting our course for the next two years with a series of tough commitments to you. By the end of 2017, we intend to return at least $25 billion of capital to shareholders. Enhance transparency by separating the company into an operating portfolio with a goal of over 10% return on equity, and a legacy portfolio that will focus on return of capital.

Reorganize the company into at least nine modular, more self-contained business units to enhance accountability, transparency, and strategic flexibility. Reduce general operating expenses by $1.6 billion. That's 14% of our 2015 expenses. Improve our commercial property and casualty accident year loss ratio by six points. Pursue an active divestiture program, including initially the 19.9% IPO of UGC as the first step towards full separation and the sale of AIG Advisor Group while preserving the value of deferred tax assets. One of AIG's core values is that we have the courage to make difficult promises and the integrity to keep them. This is a list of ambitious commitments. For the next two years, our focus will be on meeting these objectives. This is hard and sometimes painful work, and we have much left to accomplish. The first step is to report our legacy portfolio separately.

This represents non-strategic assets and run-off businesses and about a quarter of our capital. The establishment of the legacy portfolio also serves to bring the performance of our other businesses, the operating portfolio, into much sharper focus. Here, we are moving to modular management to add transparency and end-to-end accountability. This also enables modules to be evaluated against our strategic framework for sale at the right price where they are more valuable to others or above average investment for growth. These structural changes all derive from our belief that a company with nimbler, more transparent operating units will be more responsive to clients, more easily comparable to peers in performance, and better positioned to reach our goals of sustainable growth and value creation. Our targeted six-point accident year loss ratio improvement by the end of 2017 in commercial property and casualty insurance is the most ambitious of our commitments.

Our success will be determined partially by growing our relationships with our best clients and ending our relationships with those whose prospects for sustained profitable business are low. We'll offer the products that give us the opportunity for long-term profitable growth, which are the products in the geographies that matter most to our clients. We will focus only on areas where we are or can be leaders. Our commitment to shareholders can only be realized if we generate real value for our clients. We will lead with our superior risk expertise, which when coupled with our financial strength, will ensure that we remain focused on delivering better solutions for our clients' problems and advance our vision of being our clients' most valued insurer. The people who ultimately build shareholder value are our over 60,000 men and women all over the world.

They are the ones who deliver on the promises we have made. AIG could not serve our clients without attracting and retaining world-class employees whose diversity gives us unique insights into the global marketplace. None of this will endure without maintaining a culture of strict adherence to both the letter and the spirit of regulatory requirements. The world around us is changing. We need to change with it. We will be a leader in tomorrow's insurance market because we believe in the imperative of change. Disruptive startups and technologies are destroying various industries. We have ingenuity, scale, and focus. We can accomplish extraordinary things and need not fear this disruption, but rather harness it. During the next two years, we're committed to reaching our strategic goals. Make no mistake, there will be ups and downs as markets and circumstances change.

This will not be a straight line, our employees are confident and determined. Together, we will succeed. I'd like to thank Doug and the rest of the board for their help and support over the past year, our employees for their resiliency, and our clients for seeing the future with us. There is an enduring AIG that already is emerging from this reshaping, it will be an exciting place to be. As a leader in the global insurance industry, AIG helps to keep the gears of business and society functioning by making the world a safer place and taking the fear out of the future. It's important work. Once again, thank you for being here. Now I'd like to open up the floor to questions and turn the meeting back over to Doug.

Douglas Steenland
Non-Executive Chairman of the Board, American International Group

Thank you, Peter. We'd like to open the floor to general questions, if there are any. If you have a question, please raise your hand. Yes, sir.

Kenneth Steiner
Shareholder, American International Group

Sorry. My name is Kenneth Steiner. I have been a shareholder of AIG since 1973 in my own name, and I was also an employee from 1970 to 1985. My question concerns a rumor I heard yesterday that I thought had been put to rest, the splitting up of the general and the life business. I thought that was put on the back burner permanently, it was on the internet yesterday. I wanted to ask, has any study been made to see what would happen, what clients we would lose if we did such an action?

Douglas Steenland
Non-Executive Chairman of the Board, American International Group

First of all, thank you for your service to the company, thank you for being a long-term shareholder. In January of 2016, when we released our strategy plan, a key component was the keeping together of both the consumer life and retirement and the commercial property and casualty businesses. We remain of the view that that is the right long-term position for AIG, although the specific components of what's in each of those businesses may change. That remains unchanged. As many things that show up on the internet, I think I can confidently tell you that what you saw yesterday was false. Any other questions? All right. Seeing none, that concludes our meeting for today. Thank you very much for attending, we wish you all the best.