American International Group, Inc. (AIG)
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AGM 2014

May 12, 2014

Jeffrey A. Welikson
Corporate Secretary, American International Group

Okay, we're ready to go.

Robert S. Miller
Chairman of the Board of Directors, American International Group

We're ready to go. All righty. Okay. Well, good morning. My name is Steve Miller, and I'm Chairman of the Board of Directors of AIG. I welcome you to our annual meeting for this year 2014. Joining here and talking to you this morning will be AIG's President and Chief Executive Officer, Bob Benmosche. This meeting is also being webcast, and we welcome those listening from beyond 175 Water Street, where we are sitting. We're first going to conduct the meeting's official business. Bob will tell you more about the important developments at AIG over the past year and what he sees for AIG going forward. Following that, we will welcome questions and comments from the shareholders in attendance. I hereby call to order the 2014 annual meeting of the shareholders of American International Group, Incorporated.

You've been provided with the procedures we are going to follow, and I ask everyone to adhere to them. First, I'd like to introduce the 14 nominees, which includes Bob and myself, for the AIG Board of Directors for the coming year. 13 of whom are currently serving as directors, and one of whom is standing for election to the board for the first time. The nominees are seated right here in the front row looking at me, and I'd like them to stand as I read their names. Robert H. Benmosche, W. Don Cornwell, Peter R. Fisher, a new nominee, John H. Fitzpatrick, William G. Jurgensen, Christopher S. Lynch, Arthur C. Martinez, George L. Miles Jr., Henry S. Miller, Suzanne Nora Johnson, Ronald A. Rittenmeyer, Douglas M. Steenland, Theresa M. Stone, and myself, Steve Miller.

I would like to thank all of our directors, and especially our new nominee, Peter Fisher, 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 2013, the proxy statement, and the Form 10-Q for the first quarter of 2014 are also available to you. I now call upon AIG's Corporate Secretary, Mr. Jeffrey A. Wellingham, to present the affidavit of notice of this meeting and other formalities. Jeff?

Jeffrey A. Welikson
Corporate Secretary, American International Group

Thank you. I now submit the affidavit of Broadridge Financial Solutions, Inc., certifying that each shareholder of record at the close of business as of March 17th, 2014, was sent either a notice of availability of proxy materials mailed on March 31st, 2014, or a package containing AIG's 2013 annual report, notice of this meeting, a proxy statement, a proxy card, and a return envelope mailed commencing on March 31st, 2014. I'd like to remind everybody 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 in any such forward-looking statements.

Factors that could cause such differences include the factors described under Management's Discussion and Analysis in our 2014 first quarter 10-Q and our 2013 10-K and under Risk Factors in our 2013 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. The reconciliations of such measures to the comparable GAAP figures are included in our annual report to shareholders and our 2013 and first quarter 2014 financial supplements, which are available on our website. Rhoda Anderson has been sworn in as our independent inspector of election. She advises that a quorum is present for this meeting, Mr. Chairman.

Robert S. Miller
Chairman of the Board of Directors, American International Group

Okay. Well, thank you, Jeff, and that was very well done. Proceeding to the official business of today's meeting, I will present the list of proposals under consideration today as presented in the proxy statement. After the list has been presented, if any shareholder wishes to comment on or ask a question about any one 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 14 nominees I introduced at the start of this meeting to serve as directors until the next annual meeting and until their successors are elected and qualified. The second proposal is a non-binding resolution to approve executive compensation.

The third proposal is to amend and restate AIG's restated certificate of its corporation to continue to restrict certain transfers of AIG common stock In order to protect AIG's tax attributes. The fourth proposal is to ratify the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan. The fifth proposal is the ratification of the selection of PricewaterhouseCoopers as AIG's independent registered public accounting firm for 2014. Are there any questions or comments on any of these proposals? If so, please raise your hand, wait to be recognized. I do not see any such questions. There will be a time later, of course, for general questions you may have. Questions and comments at this point will be limited just to the proposals.

I remind you the procedures we are going to follow for questions and comments and ask that you work with us to adhere to them. We will now proceed to vote on the 5 proposals that have been properly presented to the meeting. The polls are now open. If anyone wants to vote now, please raise your hand and we will have a ballot brought to you. Has everyone voted who wishes to cast a ballot? Looks that way. If so, I declare the polls closed and ask that the ballots be delivered to the Inspector of Election. Okay. It is my privilege to stand here today and say a few words about the progress the company has made in this past year. In 2012, remember, AIG fully repaid America's financial support, plus a positive return, accomplishing what few thought possible only a few years back.

Last year, in 2013, as an independent company once again, we demonstrated that AIG has a strong foundation for sustainable profitability and growth. I'd like to thank each and every one of AIG's 64,000 plus employees all around the globe for their accomplishments this past year. This year, 2014, we can now fully focus on the future. We are ready to capitalize on the many opportunities that lay ahead. One of our top priorities, and you'll hear Bob talk about this more in a moment, is intensifying our customer focus to become closer to our customers so we can better anticipate and meet their needs.

The board will continue to consider the right opportunities to help expand our global reach in all businesses, while at the same time, support the company's drive to become more scientific and selective in the business we do and to run our businesses more efficiently. As a board, we are also focused on cultivating great talent. We have devoted time and thought into helping ensure that the company has the right people in the right roles and toward developing a deep bench of capable leaders waiting to step up to whatever challenge is given them. I, along with the other directors, have had the pleasure of observing firsthand the people of AIG working together to bring the company to where we are today. I look forward to seeing where we will take AIG next.

Turning back to the official business of the meeting, I now have the report of the Inspector of Election. She 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 the detailed results. With the official business of the meeting now concluded, I will turn the floor over to Bob for his remarks, and we will follow with questions and answers from the floor. I remind you that the procedures we're going to follow for our Q&A and ask that you work with us to adhere to them. Please raise your hand if you have a question, wait to be recognized and for a microphone to be brought to you, and then direct your questions to me.

Please wait for the microphone as this meeting is being webcast, and we want all shareholders wherever to have the opportunity to hear what's asked and answered. With that, Bob, you're up. Thank you.

Robert H. Benmosche
President and CEO, American International Group

Good morning, everybody, it's great to have another successful year for AIG. As Steve said, as we finished 2012, the question was could AIG make it on its own without any sense of government support for the company? We met that challenge very strongly in 2013. If you think about our property and casualty business, we started off strong in 2013, it turned out to be the best quarter in the last 12 quarters for that part of our business. Continuing to see our actual loss ratios continually improve as we do a much better job of risk selection. Our life and retirement business continues to have record deposits during 2013, we continue to see progress at our United Guaranty, the third major component of our insurance companies that make up AIG. AIG in 2013 had a very good year.

You've seen the numbers in the annual report and so on. As we move into 2014, the challenge for our company is sustainability. Can we show that what we've accomplished up until now is the sustainable way into the future? The way we're doing that is first focused on the most important thing, is customers. In the past, we focused on getting the business right and making sure that we were able to pay back America the $205 billion, including the profit, that they earned on their support for AIG. We're now focusing on profitability, it begins with our customers. We're going to now go from an internal.

We're still working hard to fix the foundation, we're going to now focus more on customers getting out, meaning not only the people who buy our products, but the people who are, in effect, customers who are selling our products. Also, we want to make sure that we communicate within our company because it's important as we think about the customer, we can't be about products. We can't be about our silos. It has to be about the customer and how we bring the entire entity of AIG to our customers. We have to communicate. We have to communicate with each other and act as a very strong team. That's already leading to a lot of new business for our company. More importantly, it's about leadership.

During 2014, we're going to work very hard not only to train and give additional skills to our top 200 leaders, but actually to the top 3,000 leaders of AIG. Working hard so they can be part of the sustainability of AIG's future. 2014, again, got off to a good start. We're working together as a company, and I look forward to another year from now where I probably won't be here doing this. I'm sure that my successor, as the board works through succession, will be able to talk about another great year for AIG. What I'd like to do now is open it up for questions and turn it back to our chairman.

Robert S. Miller
Chairman of the Board of Directors, American International Group

Okay. Bob and I will now be happy to answer questions you may have. I see one question right back here. Could you please wait for the microphone? It's coming.

Speaker 5

I think that's you.

Robert H. Benmosche
President and CEO, American International Group

Right up here in the front?

Robert S. Miller
Chairman of the Board of Directors, American International Group

Yeah, right up in the front, there's a question.

Speaker 5

They want me to hold it. Okay.

Craig Rhines
Associate Investment Manager, CalPERS

Good morning. I'm Craig Rhines with CalPERS. We own about 5.2 million shares in AIG and appreciate all the hard work that you've put into the recovery and stabilization of the company. Recently, it's come to our attention that AIG has a different vote counting methodology for shareholder and management proposals. We have found that this is a very rare practice and only about four companies in the Russell 1000 have such an arrangement. The way it's structured, that shareholder proposals are put at a disadvantage when it comes to approval. One, I'd like to know if you're aware of the situation, two, we ask that the board review the current arrangement and amend the standards to facilitate equal rights for shareholders. Thanks.

Robert S. Miller
Chairman of the Board of Directors, American International Group

Okay. Thank you for the question. To answer that, I would say several things. One, yes, we are aware of that difference. It comes from a history where we had bylaws with one standard, then we have Delaware law requires a different standard for certain proposals. We've ended up with a differential. You've pointed it out to us. We take it seriously, the board will be reviewing this going forward, and we will get back to you directly, as well as all of our shareholders, with our conclusion as to the appropriateness of this current situation. Thank you very much for bringing it up. In the back there.

Speaker 5

I just want to hold it. Okay. The board of directors of General Motors could not wait for the federal government to get out of their business because the taxpayers insisted on a cap on their bonuses. If the answer is yes, can I have a grant?

Robert S. Miller
Chairman of the Board of Directors, American International Group

Thank you for your question. It will remain the objective of this board to pay our people appropriately to industry standards and to reward superior performance where that performance is delivered against the objectives we set up at the beginning of the year. We did pay off the government in 2012. We felt that was our primary obligation. We were grateful for the support we got in 2008, and as quickly as we could generate the capital to repay it, we thought that was the right thing to do and to then begin recreating value for our shareholders. I'm sure you would agree that you want not the cheapest management money can buy, but the best management with the proper incentives going forward. It is the board's decisions how to motivate and reward the management. Thank you for the question. Next. Question in the back over here.

Speaker 6

I have been a shareholder since 1973. I was an employee for many years, too. This morning on Channel 15, there was a speculation that there are two candidates to succeed the current president. What does that mean? Why did this speculation appear today just before the annual meeting? What comments do you want to add to that?

Robert S. Miller
Chairman of the Board of Directors, American International Group

Thank you for the question. We, of course, much as we would like, do not control The Wall Street Journal and both the content of their articles and the timing with which they publish them. I think they were at the Journal aware that today was our annual meeting. As you know, there has been considerable discussion. Bob has been very public in interviews on television and so on about his retirement notions going forward. Everyone would expect that this board would now be spending a lot of time trying to make sure that the successor management is the best that we can do for our shareholders. We are considering internal and external candidates, and we will come to a decision at the appropriate time for the transition to the next time. It is hard to find somebody like Bob to do the kind of job he has done.

Robert H. Benmosche
President and CEO, American International Group

That's pretty bad. I got to say.

Robert S. Miller
Chairman of the Board of Directors, American International Group

You, the shareholders, deserve another great CEO, and we are determined to make sure you have it. Thank you very much for the question. Are there any other questions? No? That, hearing none, I believe that brings us to the conclusion of this annual meeting. Thank you very much for your attendance.

Robert H. Benmosche
President and CEO, American International Group

Meeting is adjourned, right?

Robert S. Miller
Chairman of the Board of Directors, American International Group

Meeting is adjourned.