American International Group (AIG) 10-K risk factor changes: FY2022 vs FY2021

*For additional information [removed: on] [added: regarding the] risks associated with [removed: the] [added: AIG’s] separation of [removed: the] [added: its] Life and Retirement [removed: business from AIG,] [added: business,] see Business [added: and] Operations – “No assurances can be given that the separation of our Life and Retirement business will [removed: occur] [added: be completed] or as to the specific terms or timing thereof.

[removed: 32 AIG] | [removed: 2021] [added: 28 | | | AIG \| 2022] Form 10-K [added: | | |]

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 33][added: | | | 29 | | |]

[removed: 34 AIG] | [removed: 2021] [added: 30 | | | AIG \| 2022] Form 10-K [added: | | |]

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 35][added: | | | 31 | | |]

[removed: 36 AIG] | [removed: 2021] [added: 32 | | | AIG \| 2022] Form 10-K [added: | | |]

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 37][added: | | | 33 | | |]

[removed: Uncertainty as to the nature of] [added: Any] such [removed: potential changes, alternative reference rates] [added: system] or [removed: other reforms] [added: process failure or security measures gap] could materially and adversely affect our business, results of operations, financial condition and liquidity.

Failure to effectively execute on AIG 200 could [removed: result in costs that are greater than expected, savings that are less than expected and disruption to our businesses that could] have a material effect on our operations or financial condition. In 2019, we announced AIG 200, our global, multi-year and enterprise-wide program involving transformational change across the Company.

[removed: 38 AIG] | [removed: 2021] [added: 34 | | | AIG \| 2022] Form 10-K [added: | | |]

[added: In addition, there could be delays] in execution across the programs, particularly with respect to implementation of technology platforms, lack of sufficient resources to execute on a timely basis, inefficiencies stemming from changes that may be required to programs or sequencing, failure to meet operational and financial targets due to additional priorities or other factors, and the inability to secure regulatory approvals, if and when needed.

We employ a capital markets hedging strategy to partially offset the economic impacts of movements in equity, interest rate and credit markets, however, our hedging strategy may not effectively offset movements in our GAAP [added: equity or our] and statutory surplus and [added: capital requirements and] may otherwise be insufficient in relation to our obligations.

Furthermore, we are subject to the risk that changes in policyholder behavior or actual levels of mortality/longevity as compared to assumptions in [removed: pricing,] [added: pricing and reserving,] combined with adverse market events, could produce losses not addressed by the risk management techniques employed.

The occurrence of one or more of these events has in the past resulted in, and could in the future result in, an increase in the fair value of liabilities associated with the guaranteed benefits [removed: or decline] [added: without an offsetting increase] in the value of our hedges, or a decline in the value of our hedges without an offsetting decline in our liabilities, thus reducing our [removed: pre-tax net income] [added: results of operations] and shareholders’ equity.

*For additional information on these [removed: products] [added: products,] see Notes [removed: 4] [added: 12] and 13 to the Consolidated Financial Statements, Item 1.

MD&A – Critical Accounting [removed: Estimates* *– Liabilities for] [added: Estimates –] Guaranteed Benefit Features of Variable Annuity, Fixed Annuity and Fixed Index Annuity [removed: Products*.][added: Products.*]

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 39][added: | | | 35 | | |]

We may experience difficulty in marketing and distributing products through our current and future distribution channels and the use of third parties may result in additional liabilities. Although we distribute our products through a wide variety of distribution channels, we maintain relationships with [removed: certain] [added: a number of] key [removed: distributors.][added: distributors, which results in certain distributor concentration.]

Distributors have in the past, and may in the future, elect to renegotiate the terms of existing relationships, [added: such that those terms may not remain attractive or acceptable to us,] limit the products they sell, including the types of products offered by us, or otherwise reduce or terminate their distribution relationships with us, with or without cause.

This could be due to various reasons, such as industry consolidation of distributors or other industry changes that increase the competition for access to distributors, developments in laws or regulations that affect our business or industry, including the marketing and sale of our products and services, adverse developments in our business, [added: the distribution of products with features that do not meet minimum thresholds set by the distributor,] strategic decisions that impact our business, adverse rating agency actions or concerns about market-related risks.

In addition, we can, in certain circumstances, be held responsible for the actions of our [added: third-party] distributors, including broker-dealers, registered representatives, insurance agents and agencies, marketing organizations, and their respective employees, agents and representatives, in connection with the marketing and sale of our products by such [removed: parties] [added: parties, including the security of their operations] and [removed: persons] [added: their handling of confidential information and personal data,] in a manner that is deemed not compliant with applicable laws and regulations.

Further, misconduct by employees, agents and representatives of our broker-dealer subsidiaries in the sale of our products could also result in violations of [removed: law] [added: laws] by us or our subsidiaries, regulatory sanctions and serious reputational or financial [removed: harm.][added: harm to us.]

If our products are distributed to customers for whom they are unsuitable or distributed in a manner [removed: deemed] [added: alleged to be] inappropriate, [added: or third-party distributors experience a security or data breach due to deficient operational controls,] we could suffer reputational and/or other financial harm to our business.

[removed: 40 AIG] | [removed: 2021] [added: 36 | | | AIG \| 2022] Form 10-K [added: | | |]

In the event of a natural disaster, a computer virus, unauthorized access, a terrorist attack, [removed: cyberattack] [added: cyber attack] or other [removed: disruption inside or outside the U.S.,] [added: disruption,] our systems [added: and networks] may be inaccessible to our employees, customers or business partners for an extended period of time, and we may be unable to meet our business obligations [added: and regulatory requirements] for an extended period of time if our data or systems are disabled, manipulated, destroyed or otherwise compromised.

Some of these systems and networks also rely upon third-party [removed: systems,] [added: systems and services,] which themselves may rely on the systems [added: and services] of other third parties.

Problems caused by, or occurring in relation to, our third-party [removed: providers] [added: providers’ systems] and [removed: systems,] [added: services,] including those resulting from breakdowns or other disruptions in information technology services provided by [removed: a] [added: our] third-party [removed: provider,] [added: providers and the other third-parties on which they rely, our inability to acquire third-party services on commercially acceptable terms,] failure of a third-party provider to [removed: provide current] [added: perform as anticipated] or [removed: higher volumes] [added: in compliance with applicable laws or regulations, inability] of [added: a third-party provider to provide the] required [added: volumes of] services or [removed: cyber-attacks and] [added: third-party providers experiences cyberattacks,] security breaches [removed: at a third-party provider may in the future] [added: or data breaches, could] materially and adversely affect our business, results of operations, financial condition and liquidity.

Like other global companies, the systems and networks we maintain and [removed: third party] [added: third-party] systems and networks we use have in the past been, and [removed: will likely] [added: may] in the future be, subject to or targets of unauthorized or fraudulent access, including physical or electronic [removed: break-ins] [added: break- ins] or unauthorized tampering, as well as attempted cyber and other security threats and other computer-related penetrations such as “denial of service” attacks, phishing, untargeted but sophisticated and automated attacks, and other disruptive [removed: software.][added: software, including ransomware.]

Also, like other global companies, we have an increasing challenge of [removed: attracting and] retaining [added: and attracting] highly qualified [removed: security] personnel to assist us in combatting these security threats.

We continuously monitor and develop our information [removed: technology networks] [added: security] and [removed: infrastructure] [added: technology operations] in an effort to prevent, detect, address and mitigate the risk of threats to our data, systems and networks, including malware and computer virus attacks, ransomware, unauthorized access, business e-mail compromise, misuse, denial-of-service attacks, system failures and [removed: disruptions.][added: disruptions, both independently and through contracts with third parties.]

There is no assurance that our security measures, including information security [removed: policies,] [added: and technology policies and standards,] administrative, technical and physical controls and other actions designed as preventative, will provide fully effective protection from such events.

AIG maintains insurance to cover operational risks, such as cyber risk and technology outages, but this insurance may not cover all costs associated with the consequences of [added: information systems or] personal, confidential or proprietary information being compromised.

In some cases, such [added: a] compromise may not be immediately detected which may make it difficult to [removed: recover] [added: restore] critical services, [added: mitigate] damage [added: to] assets and [removed: compromise] [added: maintain] the integrity and security of data including our policyholder, employee, agent, and other confidential information processed through our systems and networks.

Additionally, since we rely heavily on information technology and systems and on the integrity and timeliness of data to run our businesses and service our customers, any such [removed: compromise or] security event and [added: resulting compromise of systems or data] may impede or interrupt our business operations and our ability to service our customers, and otherwise may materially and adversely affect our business, results of operations, financial condition and liquidity.

These continued enhancements and changes, as well as changes designed to update and enhance our protective measures to address new threats, may [removed: increase] [added: not decrease] the risk of a system or process failure or [removed: the creation of] [added: may create] a gap in the associated security [removed: measures.][added: measures during the change period.]

[removed: The compromise of] [added: Failure to secure or appropriately handle] personal, confidential or proprietary information could cause a loss of [removed: data,] [added: data or compromised data integrity,] give rise to remediation or other expenses, expose us to liability under U.S. and international laws and regulations, and subject us to litigation, investigations, sanctions, and regulatory and law enforcement action, and result in reputational harm and loss of business, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 41][added: | | | 37 | | |]

Furthermore, certain of our businesses are subject to compliance with laws and regulations enacted by U.S. federal and state governments, the [removed: European Union] [added: EU] or other jurisdictions or enacted by various regulatory organizations or exchanges relating to the privacy and security of the information of clients, employees or others.

Business – Regulation – [removed: U.S. Regulation –] Privacy, Data Protection and [removed: Cybersecurity and – International Regulation – Privacy, Data Protection and] Cybersecurity, and Part II, Item 7.

MD&A – Enterprise Risk Management – Operational Risk Management – Cybersecurity [removed: Risk*.][added: Risk.*]

Changes in interest rates result in changes to the fair value liability.

All else being equal, higher interest rates generally decrease the fair value of our liabilities, which increases our earnings, while low interest rates generally increase the fair value of our liabilities, which decreases our earnings.

A prolonged low interest rate environment or a prolonged period of widening credit spreads may also subject us to increased hedging costs or an increase in the amount of statutory reserves that our insurance subsidiaries are required to hold for our liabilities, lowering their statutory surplus, which would adversely affect their ability to pay dividends.

In addition, it may also increase the perceived value of our benefits to our policyholders, which in turn may lead to a higher than expected benefit utilization and persistency of those products over time.

In addition, we may sometimes choose not to hedge or fully mitigate these risks, based on economic considerations and other factors.

Our risk management policies and procedures may not be sufficiently comprehensive and may not identify or adequately protect us from every risk to which we are exposed.

Many of our methods of identifying, measuring, underwriting and managing risks are based upon our study and use of historical market, applicant, customer, employee and bad actor behavior or statistics based on historical models.

As a result, these methods may not accurately predict future exposures from events such as a major financial market disruption as the result of a natural or man-made disaster (for example, a climate-related event or terrorist attack), that could be significantly different than the historical measures indicate, and which could also result in a substantial change in policyholder behavior and claims levels not previously observed.

We have and will continue to enhance our underwriting processes, including, from time to time, considering and integrating newly available sources of data to confirm and refine our traditional underwriting methods.

Our efforts at implementing these improvements may not, however, be fully successful, which may adversely affect our competitive position.

We have also introduced new product features designed to limit our risk and taken actions on in-force business, which may not be fully successful in limiting or eliminating risk.

We may take additional actions on our in-force business, including adjusting crediting rates and cost of insurance, which may not be fully successful in maintaining profitability and which may result in litigation.

Moreover, our hedging programs and reinsurance strategies that are designed to manage market risk and mortality risk rely on assumptions regarding our assets, liabilities, general market factors and the creditworthiness of our counterparties that could prove to be incorrect or inadequate.

Other risk management methods depend upon the evaluation of information regarding markets, clients, or other matters that is publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated.

Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record and verify large numbers of transactions and events in each jurisdiction in which we operate.

Jurisdictions have unique requirements with respect to artificial intelligence and environmental, social and governance matters, which may impact the efficacy of our standardized risk management tools and techniques and therefore our policies and procedures may not be fully effective.

Accordingly, our risk management policies and procedures may not adequately mitigate the risks to our business, results of operations, financial condition and liquidity.

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Although we have policies and controls in place that are designed to ensure compliance with these laws, if those controls are ineffective and/or an employee or third party fails to comply with applicable laws and regulations, we could suffer civil and criminal penalties, including disgorgement, and our business and our reputation could be adversely affected.

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In the case of a successful ransomware attack in which our data and information systems are compromised and applicable restore control processes to restore access are not effective, our information could be held hostage until a ransom, which may be significant, is paid.

We are continuously evaluating and enhancing our information security and technology systems and processes, including third-party systems and services on which we rely.

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In addition, we have engaged with BlackRock for use of its investment management and risk analytics technology, Aladdin.

The implementation of Aladdin is comprised of multiple workstreams that are complex and require significant time and resource prioritization.

While we have achieved key milestones in the implementation of the technology, there could be delays due to lack of sufficient resources to execute on a timely basis, inefficiencies stemming from changes that may be required to the program or sequencing, failure to meet operational and financial targets due to additional priorities or other factors.

These risks may impair our ability to achieve anticipated improvements in our businesses or may otherwise harm our operations which could materially and adversely affect our businesses, financial condition and operations.

Further, we have engaged Blackstone and BlackRock to serve as our investment managers for certain asset classes.

*For information regarding our reliance on Blackstone and BlackRock as a third-party asset managers, see Investment Portfolio and Concentration of Investments – “We rely on investment management and advisory arrangements with third-party investment managers for the majority of our investment portfolio.

The historical performance of Blackstone, BlackRock or any other asset manager we engage should not be considered as indicative of the future results of our investment portfolio, our future results or any returns expected on AIG Common Stock” above.*

Key distribution partners could merge, consolidate, change their business models in ways that affect how our products are sold, or terminate their distribution contracts with us, or new distribution channels could emerge and adversely impact the effectiveness of our distribution efforts.

An increase in bank, wirehouse and broker-dealer consolidation activity could increase competition for access to distributors, result in greater distribution expenses and impair our ability to market certain of our products through these channels.

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Also, if we are unsuccessful in attracting, retaining and training key distribution partners, or are unable to maintain our distribution relationships, our sales could decline, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

In addition, substantially all of our distributors are permitted to sell our competitors’ products.

If our competitors offer products that are more attractive than ours or pay higher commission rates to the distribution partners than we do or for other reasons outside of our control, these distribution partners could concentrate their efforts in selling our competitors’ products instead of ours.

coverages may be so large that adverse experience compared to our expectations may have a material adverse effect on our consolidated results of operations or result in additional statutory capital requirements for our subsidiaries.

In addition, the separation of our Life and Retirement business, if completed, could increase the materiality of these potential concentrations in the remaining portfolio.

In addition, the separation could cause the emergence or exacerbate the effects of other risks to which AIG is exposed” below.*

*Also see Part II, Item 7.

MD&A – Business Segment Operations – General Insurance – Business Strategy and – Outlook – Industry and Economic Factors, and Part II, Item 7.

MD&A – Business Segment Operations – Life and Retirement – Business Strategy and – Outlook – Industry and Economic Factors.*

Following the Majority Interest Fortitude Sale, our largest reinsurance counterparty, Fortitude Re, is no longer controlled by us, and a failure by Fortitude Re to perform its obligations could have a material effect on our business, results of operations or liquidity and the accounting treatment of our reinsurance agreements with Fortitude Re could also lead to volatility in our net income. As of June 2, 2020, we completed the Majority Interest Fortitude Sale (as defined in Item 7.

Executive Summary – Sale of Fortitude Holdings), upon which Fortitude Group Holdings, LLC (Fortitude Holdings), the parent of Fortitude Re, became controlled 71.5% by affiliates of The Carlyle Group Inc. and 25% by affiliates of T&D Holdings, Inc., and our ownership interest in Fortitude Holdings was reduced to 3.5%.

As of December 31, 2021, approximately $29.6 billion of reserves from AIG’s Life and Retirement Run-Off Lines and approximately $3.8 billion of reserves from AIG’s General Insurance Run-Off Lines, related to business written by multiple wholly-owned AIG subsidiaries, had been ceded to Fortitude Re under these reinsurance transactions.

These reserve balances are fully collateralized pursuant to the terms of the reinsurance agreements.

While we retained a seat on the board of managers of Fortitude Holdings, our ability to influence its operations going forward will be very limited.

Our subsidiaries continue to remain primarily liable to policyholders under the business reinsured by Fortitude Re.

As a result, if Fortitude Re is unable to successfully operate independently, or other issues arise that affect its financial condition or ability to satisfy or perform its obligations to our subsidiaries under the various reinsurance arrangements in force between Fortitude Re and such subsidiaries, we could experience a material adverse effect on our results of operations and liquidity to the extent the amount of collateral posted in respect of our reinsurance receivable is inadequate.

Further, as is customary in similar reinsurance agreements, upon the occurrence of certain termination and recapture triggers on the part of Fortitude Re under the applicable reinsurance agreements, our subsidiaries may elect or may be required, to recapture the business ceded under such reinsurance agreements, which would result in a substantial increase to our net insurance liabilities and an increase in our solvency capital requirements.

These termination and recapture triggers are standard termination and recapture events and include Fortitude Re becoming insolvent or being placed into liquidation, rehabilitation, conservatorship, supervision, receivership, bankruptcy or similar proceedings, certain regulatory ratios falling below certain thresholds, in the case of those reinsurance agreements made with Life and Retirement, Fortitude Re’s failure to perform under the reinsurance agreements, or its entry into certain transactions without receiving our consent.

Additionally, beginning in June 2023, Fortitude Re will have certain rights to replace AIG Asset Management (U.S.), LLC (AMG) as investment manager with respect to the assets supporting the reinsurance and to direct our subsidiaries to appoint a replacement investment manager with respect to those assets, if such appointment is reasonably acceptable to our subsidiaries and subject to the satisfaction of certain other conditions.

If Fortitude Re were to so direct our subsidiaries to appoint another investment manager to replace AMG as investment manager with respect to the assets supporting the reinsurance, it could disrupt our internal investment advisory capabilities and cause a reduction in management fees received by AMG, which could result in a material adverse effect on our business, results of operations and financial condition.

Furthermore, the reinsurance transactions between AIG and Fortitude Re are structured as modified coinsurance (modco) for the Life and Retirement Run-Off Lines and loss portfolio transfer arrangements with funds withheld for the General Insurance Run-Off Lines.

In modco and funds withheld arrangements, the investments supporting the reinsurance agreements, and which reflect the majority of the consideration that would be paid to the reinsurer for entering into the transaction, are withheld by, and therefore continue to reside on the balance sheet of, the ceding company (i.e., AIG and its subsidiaries) thereby creating an obligation for the ceding company to pay the reinsurer (i.e., Fortitude Re) at a later date.

Additionally, as AIG maintains ownership of these investments, AIG will maintain its existing accounting for these assets (e.g., the changes in fair value of available for sale securities will be recognized within other comprehensive income).

As a result of the deconsolidation resulting from the Majority Interest Fortitude Sale, AIG has established a funds withheld payable to Fortitude Re while simultaneously establishing a reinsurance asset representing reserves for the insurance coverage that Fortitude Re has assumed.

The funds withheld payable contains an embedded derivative and changes in fair value of the embedded derivative related to the funds withheld payable are recognized in earnings through realized gains (losses).

This embedded derivative is considered a total return swap with contractual returns that are attributable to various assets and liabilities associated with these reinsurance agreements.

The manner in which we account for these various reinsurance agreements has and will continue to lead to volatility in our GAAP net income.

ITEM 1A | Risk Factors

*For additional information on the sale of Fortitude Holdings see Part II, Item 7.

MD&A – Consolidated Results of Operations.*

*For additional information on our exposure to credit risk of reinsurers, see Reserves and Exposures – “Reinsurance may be unavailable or too expensive relative to its benefit, and may not be adequate to protect us against losses” above.*

Our subsidiaries may be required to accelerate the amortization of deferred policy acquisition costs (DAC) and record additional liabilities for future policy benefits due to interest rate fluctuations, increased lapses and surrenders, declining investment returns and other events. We incur significant costs in connection with acquiring new and renewal insurance business.

DAC represents deferred costs that are incremental and directly related to the successful acquisition of new business or renewal of existing business.

The recovery of these costs is generally dependent upon the future profitability of the related business, but DAC amortization varies based on the type of contract.

For long-duration traditional business, DAC is generally amortized in proportion to premium revenue and varies with lapse experience.

Actual lapses in excess of expectations can result in an acceleration of DAC amortization, and therefore, adversely impact our pre-tax income.

DAC for investment-oriented products is generally amortized in proportion to actual and estimated gross profits.

Estimated gross profits are affected by a number of factors, including levels of current and expected interest rates, net investment income and credit spreads, net realized gains and losses, fees, surrender rates, mortality experience, policyholder behavior experience and equity market returns and volatility.

If actual and/or future estimated gross profits are less than originally expected, then the amortization of these costs would be accelerated in the period this is determined and would result in a charge to income.

For example, if interest rates rise rapidly and significantly, customers with policies that have interest crediting rates below the current market may seek competing products with higher returns and we may experience an increase in surrenders and withdrawals of life and annuity contracts, and thereby a strain on cash flow.

Additionally, this would also result in a decrease in expected future profitability and an acceleration of the amortization of DAC, and therefore lower than expected pre-tax income earned during the then current period.

We also periodically review products for potential loss recognition events, principally insurance-oriented products.

This review involves estimating the future profitability of in-force business and requires significant management judgment about assumptions including, but not limited to, mortality, morbidity, persistency, maintenance expenses and investment returns, including net realized gains (losses).

At December 31, [removed: 2021,] [added: 2022,] we had no significant reinsurance recoverable due from any individual reinsurer that was financially troubled.

*For additional information on reinsurance [removed: recoverable] [added: recoverable,] see Critical Accounting Estimates – Reinsurance Assets.*

Adjusted revenues exclude Net realized gains (losses), income from non-operating litigation settlements (included in Other income for GAAP [removed: purposes) and] [added: purposes),] changes in fair value of securities used to hedge guaranteed living benefits (included in Net investment income for GAAP [removed: purposes).][added: purposes) and income from elimination of the international reporting lag.]

[removed: Assets] [added: AUM *Assets] under [removed: management] [added: management*] include assets in the general and separate accounts of our subsidiaries that support liabilities and surplus related to our life and annuity insurance products and the notional value of stable value wrap contracts.

CSA *Credit [removed: Support* *Annex*] [added: Support Annex*] A legal document generally associated with an ISDA Master Agreement that provides for collateral postings which could vary depending on ratings and threshold levels.

[removed: Finally, the] [added: The] CVA/NPA also accounts for our own credit risk in the fair value measurement of all derivative net liability positions and liabilities where AIG has elected the fair value option, when appropriate.

[removed: LAE *Loss] [added: Loss] Adjustment [removed: Expenses*] [added: Expenses] The expenses directly attributed to settling and paying claims of insureds and include, but are not limited to, legal fees, adjuster’s fees and the portion of general expenses allocated to claim settlement costs.

Reinstatement premiums [removed: Additional premiums] [added: Premiums on an insurance policy over and above the initial premium imposed at the beginning of the policy] payable to reinsurers or receivable from insurers to restore coverage limits that have been reduced or exhausted as a result of reinsured losses under certain excess of loss reinsurance contracts.

| A&H [added: | | |] Accident and Health Insurance | [removed: GMWB] [added: | | GMDB | | |] Guaranteed Minimum [removed: Withdrawal] [added: Death] Benefits | [added: | |]

| [removed: ABS Asset-Backed Securities] [added: APTI] | [added: | | Adjusted pre-tax income | | |] ISDA [added: | | |] International Swaps and Derivatives Association, Inc. | [added: | |]

| [removed: CDO] [added: CLO | | |] Collateralized [removed: Debt] [added: loan] Obligations | [added: | |] NM [added: | | |] Not Meaningful | [added: | |]

| EGPs [added: | | |] Estimated Gross Profits | [added: | |] RMBS [added: | | |] Residential Mortgage-Backed Securities | [added: | |]

| GAAP [added: | | |] Accounting Principles Generally Accepted in the [removed: United] | [added: | |] URR [added: | | |] Unearned Revenue Reserve | [added: | |]

| [added: United] States of America | [added: | | | | |] VIE [added: | | |] Variable Interest Entity | [added: | |]

Reinsurance markets include:

- Traditional local and global reinsurance markets including those in the United States, Bermuda, London and Europe, accessed directly and through reinsurance intermediaries;

- Capital markets through insurance-linked securities and collateralized reinsurance transactions, such as catastrophe bonds, sidecars and similar vehicles; and

- Other insurers that engage in both direct and assumed reinsurance.

The form of reinsurance we may choose from time to time will generally depend on whether we are seeking:

- proportional reinsurance, whereby we cede a specified percentage of premiums and losses to reinsurers;

- non-proportional or excess of loss reinsurance, whereby we cede all or a specified portion of losses in excess of a specified amount on a per risk, per occurrence (including catastrophe reinsurance) or aggregate basis; or

- facultative contracts that reinsure individual policies.

We continually evaluate the relative attractiveness of different forms of reinsurance contracts and different markets that may be used to achieve our risk and profitability objectives.

Reinsurance contracts do not relieve our subsidiaries from their direct obligations to insureds.

However, an effective reinsurance program substantially mitigates our exposure to potentially significant losses.

In certain markets, we are required to participate on a proportional basis in reinsurance pools based on our relative share of direct writings in those markets.

Such mandatory reinsurance generally covers higher-risk consumer exposures such as assigned-risk automobile and earthquake, as well as certain commercial exposures such as workers’ compensation.

Reinsurance Recoverable

AIG’s reinsurance recoverable assets are comprised of paid losses recoverable, ceded loss reserves, ceded reserves for unearned premiums, and Life and Annuity reinsurance recoverables (ceded policy and claim reserves and policyholder contract deposits).

At December 31, 2022, total reinsurance recoverable assets were $71.6 billion.

These assets include general reinsurance paid losses recoverable of $4.4 billion, ceded loss reserves of $32.2 billion including reserves for IBNR claims, and ceded reserves for unearned premiums of $4.3 billion, as well as life reinsurance recoverable of $30.7 billion.

The methods used to estimate IBNR and to establish the resulting ultimate losses involve projecting the frequency and severity of losses over multiple years.

These methods are continually reviewed and updated by management.

Any adjustments are reflected in income.

We believe that the amount recorded for ceded loss reserves at December 31, 2022 reflects a reasonable estimate of the ultimate losses recoverable.

Actual losses may, however, differ from the reserves currently ceded.

The Reinsurance Credit Department (RCD) conducts periodic detailed assessments of the financial strength and condition of current and potential reinsurers, both foreign and domestic.

The RCD monitors both the financial condition of reinsurers as well as the total reinsurance recoverable ceded to reinsurers, and sets limits with regard to the amount and type of exposure we are willing to take with reinsurers.

As part of these assessments, we attempt to identify whether a reinsurer is appropriately licensed, assess its financial capacity and liquidity, and evaluate the local economic and financial environment in which a foreign reinsurer operates.

The RCD reviews the nature of the risks ceded and the need for measures, including collateral to mitigate credit risk.

For example, in our treaty reinsurance contracts, we frequently include provisions that require a reinsurer to post collateral or use other measures to reduce exposure when a referenced event occurs.

Furthermore, we limit our unsecured exposure to reinsurers through the use of credit triggers such as insurer financial strength rating downgrades, declines in regulatory capital, or relevant RBC ratios fall below certain levels.

We also set maximum limits for reinsurance recoverable exposure, which in some cases is the recoverable amount plus an estimate of the maximum potential exposure from unexpected events for a reinsurer.

In addition, credit executives within ERM review reinsurer exposures and credit limits and approve reinsurer credit limits above specified levels.

Finally, even where we conclude that uncollateralized credit risk is acceptable, we require collateral from active reinsurance counterparties where it is necessary for our subsidiaries to recognize the reinsurance recoverable assets for statutory accounting purposes.

At December 31, 2022, we held $74.3 billion of collateral, in the form of funds withheld, securities in reinsurance trust accounts and/or irrevocable letters of credit, in support of reinsurance recoverable assets from unaffiliated reinsurers.

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| 128 | | | AIG \| 2022 Form 10-K | | |

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| AIG \| 2022 Form 10-K | | | 129 | | |

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Other BUSINESS RiskS

Derivative Transactions

We utilize derivatives principally to enable us to hedge exposure associated with changes in levels of interest rates, currencies, credit, commodities, equity prices and other risks.

Credit risk associated with derivative counterparties exists for a derivative contract when that contract has a positive fair value to us.

The maximum potential exposure will increase or decrease during the life of the derivative commitments as a function of maturity and market conditions.

All derivative transactions must be transacted within counterparty limits that have been approved by ERM.

We evaluate counterparty credit quality via an internal analysis that is consistent with the AIG Credit Policy.

We utilize various credit enhancements, including letters of credit, guarantees, collateral, credit triggers, credit derivatives, margin agreements and subordination to reduce the credit risk related to outstanding financial derivative transactions.

We require credit enhancements in connection with specific transactions based on, among other things, the creditworthiness of the counterparties, and transaction size and maturity.

Furthermore, we enter into certain agreements that have the benefit of set-off and close-out netting provisions, such as ISDA Master Agreements.

These provisions provide that, in the case of an early termination of a transaction, we can set off receivables from a counterparty against payables to the same counterparty arising out of all covered transactions.

As a result, where a legally enforceable netting agreement exists, the fair value of the transaction with the counterparty represents the net sum of estimated fair values.

The fair value of our interest rate, currency, credit, commodity and equity swaps, options, swaptions, and forward commitments, futures, and forward contracts reported as a component of Other assets, was approximately $0.8 billion at both December 31, 2021 and December 31, 2020.

Where applicable, these amounts have been determined in accordance with the respective master netting agreements.

The following table presents the fair value of our derivatives portfolios in asset positions by internal counterparty credit rating:

| At December 31, | | | | |

| --- | --- | --- | --- | --- |

| *(in millions)* | | 2021 | | 2020 |

| Rating: | | | | |

| AAA | $ | 41 | $ | 8 |

| AA | | 201 | | 12 |

| A | | 107 | | 130 |

| BBB | | 473 | | 601 |

| Below investment grade* | | 21 | | 23 |

| Total | $ | 843 | $ | 774 |

* Below investment grade includes not rated.

*For additional information related to derivative transactions see Note 10 to the Consolidated Financial Statements.*

AIG | 2021 Form 10-K 171

Additional premium represents a premium on an insurance policy over and above the initial premium imposed at the beginning of the policy.

An additional premium may be assessed if the insured’s risk is found to have increased significantly.

Base spread Net investment income excluding income from alternative investments and other enhancements, less interest credited excluding amortization of deferred sales inducements.

Also, the CVA/NPA reflects the fair value movement in AIGFP's asset portfolio that is attributable to credit movements only, without the impact of other market factors such as interest rates and foreign exchange rates.

172 AIG | 2021 Form 10-K

AIG | 2021 Form 10-K 173

Return premium represents amounts given back to the insured in the case of a cancellation, an adjustment to the rate or an overpayment of an advance premium.

Solvency II Legislation in the European Union which reforms the insurance industry’s solvency framework, including minimum capital and solvency requirements, governance requirements, risk management and public reporting standards.

The Solvency II Directive (2009/138/EEC) was adopted on November 25, 2009 and became effective on January 1, 2016.

174 AIG | 2021 Form 10-K

Acronyms

| --- | --- |

[added: |] Part II [added: | | |]

| | | [added: | | | |] Page | [added: | |]

| FINANCIAL STATEMENTS | | | [added: | | | | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#Rpt_Indpt_Reg_Pub_Acct_Firm)] [added: Firm](#if9f982e359be4d0bb8fe661b922414ee_1099511631986)] (PCAOB ID 238) | | [removed: [178](#Rpt_Indpt_Reg_Pub_Acct_Firm)] | [added: | | | [134](#if9f982e359be4d0bb8fe661b922414ee_1099511631986) | | |]

| [Consolidated Balance Sheets at December [removed: 31, 2021] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_4238) 2022] and [removed: 2020](#CBS)] [added: 2021] | | [removed: [182](#CBS)] | [added: | | | [138](#if9f982e359be4d0bb8fe661b922414ee_4238) | | |]

| [Consolidated Statements of Income (Loss) for the years ended December [removed: 31, 2021, 2020] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_43) 2022, 2021] and [removed: 2019](#CIS)] [added: 2020] | | [removed: [183](#CIS)] | [added: | | | [139](#if9f982e359be4d0bb8fe661b922414ee_43) | | |]

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December [removed: 31, 2021, 2020] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_46) 2022, 2021] and [removed: 2019](#CCIS)] [added: 2020] | | [removed: [184](#CCIS)] | [added: | | | [140](#if9f982e359be4d0bb8fe661b922414ee_46) | | |]

| [Consolidated Statements of Equity for the years ended December [removed: 31, 2021, 2020] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_49) 2022, 2021] and [removed: 2019](#CES)] [added: 2020] | | [removed: [185](#CES)] | [added: | | | [141](#if9f982e359be4d0bb8fe661b922414ee_49) | | |]

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31, 2021, 2020] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_52) 2022, 2021] and [removed: 2019](#CCFS)] [added: 2020] | | [removed: [186](#CCFS)] | [added: | | | [142](#if9f982e359be4d0bb8fe661b922414ee_52) | | |]

| Notes to Consolidated Financial Statements | | | [added: | | | | | |]

| [removed: [NOTE 1.](#Basis_Presentation)] [added: [Note 1](#if9f982e359be4d0bb8fe661b922414ee_55).] | [added: | |] [Basis of [removed: Presentation](#Basis_Presentation)] [added: Presentation](#if9f982e359be4d0bb8fe661b922414ee_55)] | [removed: [188](#Basis_Presentation)] | [added: | [144](#if9f982e359be4d0bb8fe661b922414ee_55) | | |]

| [removed: [NOTE 2](#Summary_Sig_Acctg_Pol).] [added: [Note 2.](#if9f982e359be4d0bb8fe661b922414ee_67)] | [added: | |] [Summary of Significant Accounting [removed: Policies](#Summary_Sig_Acctg_Pol)] [added: Policies](#if9f982e359be4d0bb8fe661b922414ee_67)] | [removed: [191](#Summary_Sig_Acctg_Pol)] | [added: | [147](#if9f982e359be4d0bb8fe661b922414ee_67) | | |]

| [removed: [NOTE 3.](#Segment_Info)] [added: [Note 3](#if9f982e359be4d0bb8fe661b922414ee_82).] | [added: | |] [Segment [removed: Information](#Segment_Info)] [added: Information](#if9f982e359be4d0bb8fe661b922414ee_82)] | [removed: [195](#Segment_Info)] | [added: | [151](#if9f982e359be4d0bb8fe661b922414ee_82) | | |]

| [removed: [NOTE 4.](#FV_Measurement)] [added: [Note 4.](#if9f982e359be4d0bb8fe661b922414ee_94)] | [added: | |] [Fair Value [removed: Measurements](#FV_Measurement)] [added: Measurements](#if9f982e359be4d0bb8fe661b922414ee_94)] | [removed: [198](#FV_Measurement)] | [added: | [155](#if9f982e359be4d0bb8fe661b922414ee_94) | | |]

| [removed: [NOTE 6.](#Lending_Activities)] [added: [Note 6.](#if9f982e359be4d0bb8fe661b922414ee_199)] | [added: | |] [Lending [removed: Activities](#Lending_Activities)] [added: Activities](#if9f982e359be4d0bb8fe661b922414ee_199)] | [removed: [228](#Lending_Activities)] | [added: | [185](#if9f982e359be4d0bb8fe661b922414ee_199) | | |]

| [removed: [NOTE 9.](#Variable_Int_Ent)] [added: [Note](#if9f982e359be4d0bb8fe661b922414ee_220) [9](#if9f982e359be4d0bb8fe661b922414ee_220)[.](#if9f982e359be4d0bb8fe661b922414ee_220)] | [added: | |] [Variable Interest [removed: Entities](#Variable_Int_Ent)] [added: Entities](#if9f982e359be4d0bb8fe661b922414ee_220)] | [removed: [241](#Variable_Int_Ent)] | [added: | [196](#if9f982e359be4d0bb8fe661b922414ee_220) | | |]

| [removed: [NOTE 10.](#Derivatives_n_Hedge_Acctg)] [added: [Note 10.](#if9f982e359be4d0bb8fe661b922414ee_223)] | [added: | |] [Derivatives and Hedge [removed: Accounting](#Derivatives_n_Hedge_Acctg)] [added: Accounting](#if9f982e359be4d0bb8fe661b922414ee_223)] | [removed: [244](#Derivatives_n_Hedge_Acctg)] | [added: | [198](#if9f982e359be4d0bb8fe661b922414ee_223) | | |]

| [removed: [NOTE 11.](#Goodwill)] [added: [Note 11.](#if9f982e359be4d0bb8fe661b922414ee_226)] | [added: | |] [Goodwill and Other Intangible [removed: Assets](#Goodwill)] [added: Assets](#if9f982e359be4d0bb8fe661b922414ee_226)] | [removed: [247](#Goodwill)] | [added: | [202](#if9f982e359be4d0bb8fe661b922414ee_226) | | |]

| [removed: [NOTE 13.](#Variable_Life_n_Annuity_Contracts)] [added: [Note 13.](#if9f982e359be4d0bb8fe661b922414ee_637)] | [added: | |] [Variable Life and Annuity [removed: Contracts](#Variable_Life_n_Annuity_Contracts)] [added: Contracts](#if9f982e359be4d0bb8fe661b922414ee_637)] | [removed: [285](#Variable_Life_n_Annuity_Contracts)] | [added: | [227](#if9f982e359be4d0bb8fe661b922414ee_637) | | |]

| [removed: [NOTE 14.](#Debt)] [added: [Note 14.](#if9f982e359be4d0bb8fe661b922414ee_643)] | [removed: [Debt](#Debt)] | [removed: [287](#Debt)] | [added: [Debt](#if9f982e359be4d0bb8fe661b922414ee_643) | | | [229](#if9f982e359be4d0bb8fe661b922414ee_643) | | |]

| [removed: [NOTE 17.](#EPS)] [added: [Note 1](#if9f982e359be4d0bb8fe661b922414ee_337)[7](#if9f982e359be4d0bb8fe661b922414ee_337)[.](#if9f982e359be4d0bb8fe661b922414ee_337)] | [added: | |] [Earnings Per Common [removed: Share](#EPS)] [added: Share (EPS)](#if9f982e359be4d0bb8fe661b922414ee_337)] | [removed: [298](#EPS)] | [added: | [238](#if9f982e359be4d0bb8fe661b922414ee_337) | | |]

| [removed: [NOTE 18.](#Stat_Fin_Data_n_Restrict)] [added: [Note 18.](#if9f982e359be4d0bb8fe661b922414ee_655)] | [added: | |] [Statutory Financial Data and [removed: Restrictions](#Stat_Fin_Data_n_Restrict)] [added: Restrictions](#if9f982e359be4d0bb8fe661b922414ee_655)] | [removed: [299](#Stat_Fin_Data_n_Restrict)] | [added: | [239](#if9f982e359be4d0bb8fe661b922414ee_655) | | |]

| [removed: [NOTE 19.](#Share_Base_n_Comp_Plan)] [added: [Note 19.](#if9f982e359be4d0bb8fe661b922414ee_658)] | [added: | |] [Share-Based Compensation [removed: Plans](#Share_Base_n_Comp_Plan)] [added: Plans](#if9f982e359be4d0bb8fe661b922414ee_658)] | [removed: [301](#Share_Base_n_Comp_Plan)] | [added: | [241](#if9f982e359be4d0bb8fe661b922414ee_658) | | |]

| [removed: [NOTE 21](#Income_Taxes).] [added: [Note](#if9f982e359be4d0bb8fe661b922414ee_346) [2](#if9f982e359be4d0bb8fe661b922414ee_346)[1](#if9f982e359be4d0bb8fe661b922414ee_346)[.](#if9f982e359be4d0bb8fe661b922414ee_346)] | [added: | |] [Income [removed: Taxes](#Income_Taxes)] [added: Taxes](#if9f982e359be4d0bb8fe661b922414ee_346)] | [removed: [312](#Income_Taxes)] | [added: | [251](#if9f982e359be4d0bb8fe661b922414ee_346) | | |]

| Schedules | | | [added: | | | | | |]

| [SCHEDULE [removed: I](#Sch_I)] [added: I](#if9f982e359be4d0bb8fe661b922414ee_865)] | [added: | |] [Summary of Investments – Other than Investments in Related Parties at December [removed: 31, 2021](#Sch_I)] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_865) 2022] | [removed: [328](#Sch_I)] | [added: | [263](#if9f982e359be4d0bb8fe661b922414ee_865) | | |]

| [SCHEDULE [removed: II](#Sch_II)] [added: II](#if9f982e359be4d0bb8fe661b922414ee_868)] | [added: | |] [Condensed Financial Information of Registrant at December [removed: 31, 2021] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_868) 2022] and [removed: 2020] [added: 2021] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#Sch_II)] [added: 2020] | [removed: [329](#Sch_II)] | [added: | [264](#if9f982e359be4d0bb8fe661b922414ee_868) | | |]

| [SCHEDULE [removed: III](#Sch_III)] [added: III](#if9f982e359be4d0bb8fe661b922414ee_874)] | [added: | |] [Supplementary Insurance Information at December [removed: 31, 2021] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_874) 2022] and [removed: 2020] [added: 2021] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#Sch_III)] [added: 2020] | [removed: [333](#Sch_III)] | [added: | [268](#if9f982e359be4d0bb8fe661b922414ee_874) | | |]

| [SCHEDULE [removed: IV](#Sch_IV)] [added: IV](#if9f982e359be4d0bb8fe661b922414ee_877)] | [removed: [Reinsurance at December 31, 2021, 2020 and 2019 and for] [added: | | [Reinsurance](#if9f982e359be4d0bb8fe661b922414ee_877) [for] the years [removed: then ended](#Sch_IV)] [added: ended](#if9f982e359be4d0bb8fe661b922414ee_880) [December 31,](#if9f982e359be4d0bb8fe661b922414ee_877) 2022, 2021 and 2020] | [removed: [334](#Sch_IV)] | [added: | [269](#if9f982e359be4d0bb8fe661b922414ee_877) | | |]

| [SCHEDULE [removed: V](#Sch_V)] [added: V](#if9f982e359be4d0bb8fe661b922414ee_880)] | [added: | |] [Valuation and Qualifying Accounts for the years ended December [removed: 31, 2021, 2020] [added: 31,](#if9f982e359be4d0bb8fe661b922414ee_880) 2022, 2021] and [removed: 2019](#Sch_V)] [added: 2020] | [removed: [335](#Sch_V)] | [added: | [269](#if9f982e359be4d0bb8fe661b922414ee_880) | | |]

We have audited the accompanying consolidated balance sheets of American International Group, Inc. and its subsidiaries (the [removed: Company)] [added: "Company")] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income (loss), of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (COSO)*.]

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the [removed: COSO.][added: COSO*.]

As described in Note 4 to the consolidated financial statements, as of December 31, [removed: 2021,] [added: 2022,] the total fair value of the Company’s level 3 fixed maturity securities, including bonds available for sale and other bond securities, was [removed: $29.6] [added: $26.4] billion, comprised of residential mortgage backed securities, commercial mortgage backed securities, collateralized [removed: debt] [added: loan] obligations, other asset-backed securities, and fixed maturity securities issued by corporations (including private placements), states, municipalities, and other governmental agencies.

As of December 31, [removed: 2021,] [added: 2022,] the Company’s net liability for unpaid losses and loss adjustment expenses was [removed: $43.8] [added: $43.1] billion.

As of December 31, [removed: 2021,] [added: 2022,] the fair value of these embedded derivatives was [removed: $6.4] [added: $5.7] billion and [removed: $2.5] [added: $0.7] billion for fixed index annuity and variable annuities with guaranteed minimum withdrawal benefits, respectively.

The fair value of embedded derivatives contained in certain variable annuity and fixed index annuity contracts is measured based on policyholder behavior and capital market assumptions related to projected [removed: cash flows over the expected lives of the contracts.]

As of December 31, [removed: 2021,] [added: 2022,] the liability for universal life secondary guarantees and similar features was [removed: $4.5] [added: $2.8] billion, which is included within future policy benefits.

As described in Note 8 to the consolidated financial statements, as of December 31, [removed: 2021,] [added: 2022,] a portion of the [removed: $5.8] [added: $11] billion deferred policy acquisition costs (DAC) for investment-oriented products are associated with universal life and individual retirement variable annuity products.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| 132 | | | AIG \| 2022 Form 10-K | | |

| | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Note 5.](#if9f982e359be4d0bb8fe661b922414ee_151) | | | [Investments](#if9f982e359be4d0bb8fe661b922414ee_151) | | | [174](#if9f982e359be4d0bb8fe661b922414ee_151) | | |

| [Note 7.](#if9f982e359be4d0bb8fe661b922414ee_208) | | | [Reinsurance](#if9f982e359be4d0bb8fe661b922414ee_208) | | | [189](#if9f982e359be4d0bb8fe661b922414ee_208) | | |

| [Note](#if9f982e359be4d0bb8fe661b922414ee_661) [8](#if9f982e359be4d0bb8fe661b922414ee_661)[.](#if9f982e359be4d0bb8fe661b922414ee_661) | | | [Deferred Policy Acquisition Costs](#if9f982e359be4d0bb8fe661b922414ee_661) | | | [194](#if9f982e359be4d0bb8fe661b922414ee_661) | | |

| [Note 1](#if9f982e359be4d0bb8fe661b922414ee_229)[2](#if9f982e359be4d0bb8fe661b922414ee_229)[.](#if9f982e359be4d0bb8fe661b922414ee_229) | | | [Insurance Liabilities](#if9f982e359be4d0bb8fe661b922414ee_229) | | | [203](#if9f982e359be4d0bb8fe661b922414ee_229) | | |

| [Note 1](#if9f982e359be4d0bb8fe661b922414ee_316)[5](#if9f982e359be4d0bb8fe661b922414ee_316)[.](#if9f982e359be4d0bb8fe661b922414ee_316) | | | [Contingencies, Commitments and Guarantees](#if9f982e359be4d0bb8fe661b922414ee_316) | | | [232](#if9f982e359be4d0bb8fe661b922414ee_316) | | |

| [Note 1](#if9f982e359be4d0bb8fe661b922414ee_322)[6](#if9f982e359be4d0bb8fe661b922414ee_322)[.](#if9f982e359be4d0bb8fe661b922414ee_322) | | | [Equity](#if9f982e359be4d0bb8fe661b922414ee_322) | | | [234](#if9f982e359be4d0bb8fe661b922414ee_322) | | |

| [Note](#if9f982e359be4d0bb8fe661b922414ee_340) [20](#if9f982e359be4d0bb8fe661b922414ee_340)[.](#if9f982e359be4d0bb8fe661b922414ee_340) | | | [Employee Benefits](#if9f982e359be4d0bb8fe661b922414ee_340) | | | [244](#if9f982e359be4d0bb8fe661b922414ee_340) | | |

| | | | | | | | | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| AIG \| 2022 Form 10-K | | | 133 | | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| 134 | | | AIG \| 2022 Form 10-K | | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| AIG \| 2022 Form 10-K | | | 135 | | |

cash flows over the expected lives of the contracts.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| 136 | | | AIG \| 2022 Form 10-K | | |

176 AIG | 2021 Form 10-K

[TABLE OF CONTENTS](#TableOfContent)

| [NOTE 5.](#Investments) | [Investments](#Investments) | [217](#Investments) |

| [NOTE 7.](#Reinsurance) | [Reinsurance](#Reinsurance) | [233](#Reinsurance) |

| [NOTE 8.](#Def_Pol_Acq_Cost) | [Deferred Policy Acquisition Costs](#Def_Pol_Acq_Cost) | [238](#Def_Pol_Acq_Cost) |

| [NOTE 12](#Ins_Liab). | [Insurance Liabilities](#Ins_Liab) | [250](#Ins_Liab) |

| [NOTE 15.](#Cont_Comm_n_Guar) | [Contingencies, Commitments and Guarantees](#Cont_Comm_n_Guar) | [289](#Cont_Comm_n_Guar) |

| [NOTE 16](#SHE). | [Equity](#SHE) | [292](#SHE) |

| [NOTE 20.](#Employee_Benefits) | [Employee Benefits](#Employee_Benefits) | [304](#Employee_Benefits) |

| [NOTE 22.](#Sub_Event) | [Subsequent Events](#Sub_Event) | [318](#Sub_Event) |

AIG | 2021 Form 10-K 177

178 AIG | 2021 Form 10-K

AIG | 2021 Form 10-K 179

180 AIG | 2021 Form 10-K

[removed: 18 AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [added: | | | 11 | | |]

[removed: AIG] | [removed: 2021] [added: 12 | | | AIG \| 2022] Form 10-K [removed: 19][added: | | |]

[removed: The GDPR was also onshored in the UK through the European] Union [removed: (Withdrawal Agreement)] [added: (Withdrawal)] Act 2018, with adjustments as provided in the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.

We have sought to address [removed: these new requirements on] the [removed: processing of personal data about individuals, including mandatory security breach reporting, new and strengthened individual rights, evidenced data controller] [added: GDPR’s requirements by demonstrating] accountability for compliance with the [removed: GDPR] [added: GDPR’s] principles [removed: (including fairness and transparency), maintenance of data] [added: relating to] processing [removed: activity records and the implementation] of [removed: “privacy by design”, including through the completion] [added: personal data, maintaining records] of [added: processing and completing] mandatory Data Protection Impact Assessments in connection with higher risk data processing activities.

[removed: 20 AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [added: | | | 13 | | |]

We also are subject to other international laws and regulations that require financial institutions and other businesses to protect personal and other sensitive information and provide notice of their practices relating to the collection, disclosure and other processing of personal information and to obtain consent [removed: pertaining to such processing.][added: for specific processing activities.]

We [removed: are] also [added: are] subject to [added: U.S. federal and state] laws and regulations requiring notification to affected individuals and regulators of [removed: security breaches.][added: a data breach(es).]

[removed: In addition, we must comply with] [added: We are also subject to] laws and regulations [added: requiring notification to affected individuals and regulators of security breaches and laws and regulations] regarding data localization and the cross-border transfer of information.

The [removed: SCCs are required to be used for new agreements involving] [added: GDPR imposes requirements on] the [removed: cross-border] transfer of personal data [removed: from] [added: outside of] the [removed: EEA and must be] [added: EEA, including via Standard Contractual Clauses] supplemented by an assessment and due diligence of the legal and regulatory landscape of the jurisdiction of the data importer, the channels used to transmit personal data and the [added: processors or] subprocessors that [removed: receive] [added: may process] personal [removed: data in the process.][added: data.]

The EEA and the UK have also taken steps to regulate the use of [removed: personal data, including external data,] [added: data] and algorithms used for the purpose of [removed: AI] [added: artificial intelligence] and automated decision-making.

In April 2021, the European Commission published its Proposal for a Regulation on a European approach for Artificial Intelligence [removed: (the Artificial] [added: (Artificial] Intelligence [removed: Act,] [added: Act),] which recommends a risk-based approach to restricting, regulating and permitting different AI systems.

[removed: The IAIS has adopted ICS Version 2.0 for a five-year monitoring phase, an] [added: During the] initial [removed: phase commencing January 2020, during which] [added: phase,] ICS Version 2.0 is used for confidential reporting to group-wide supervisors and discussion in supervisory colleges, but will not trigger supervisory action.

[removed: AIG] | [removed: 2021] [added: 14 | | | AIG \| 2022] Form 10-K [removed: 21][added: | | |]

[removed: In] [added: However, in] recognition that the United States and other interested jurisdictions are developing an [removed: Aggregation Method (AM)] [added: alternative approach] to a group capital [removed: calculation,] [added: calculation that utilizes an aggregation methodology of available capital and required capital of all insurance group members (Aggregation Method or AM),] the IAIS is [removed: aiding in the development of] [added: assessing whether] the [removed: AM,] [added: AM provides comparable outcomes to ICS Version 2.0,] including [removed: the collection of] [added: by collecting] data from interested jurisdictions.

[removed: Although the AM is not part of ICS Version 2.0, the] [added: The] IAIS aims to be in a position by the end of the monitoring phase to assess whether the AM provides substantially the same outcome as the ICS, in which case it will be considered an outcome-equivalent approach to the ICS.

In light of the IAIS adoption of the Holistic Framework, the FSB decided [added: in December 2022] to [removed: continue its suspension of] [added: discontinue] the [added: annual] identification of [removed: global systemically important insurers (G-SII).][added: Global Systemically Important Insurers in favor of instead applying the Holistic Framework to inform the FSB’s consideration of systemic risk in insurance.]

The standards issued by the FSB and/or the IAIS are not binding on the United States or other jurisdictions around the world unless and until the appropriate local governmental bodies or regulators adopt laws [removed: and] [added: or] regulations implementing such standards.

Climate [removed: Change][added: Change and ESG]

[removed: 22 AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [added: | | | 15 | | |]

[removed: Also available on our] [added: Our] corporate [removed: website:][added: website is www.aig.com.]

[removed: AIG] | [removed: 2021] [added: 16 | | | AIG \| 2022] Form 10-K [removed: 23][added: | | |]

[removed: ] [added: -] COVID-19 has adversely [removed: affected,] [added: affected] and [removed: is expected to] [added: may] continue to adversely [removed: affect,] [added: affect] our global business, results of operations, financial condition and liquidity, and its ultimate impact will depend on future developments that are uncertain and cannot be predicted.

[removed: ] [added: -] Deterioration of economic conditions, geopolitical tensions, changes in market conditions or weakening in global capital markets may materially affect our businesses, results of operations, financial condition and liquidity.

[removed:  Sustained low, declining or negative interest rates, or rapidly increasing] [added: - Changes in] interest [removed: rates,] [added: rates] have materially and adversely affected and may continue to materially and adversely affect our profitability.

[removed: ] [added: -] The amount and timing of insurance and reinsurance liability claims are difficult to predict and such claims may exceed the related liability for unpaid losses and loss adjustment expenses or future policy benefits, or the liabilities associated with certain guaranteed benefits and indexed features accounted for as embedded derivatives at fair value.

[removed: ] [added: -] Reinsurance may be unavailable or too expensive relative to its benefit, and may not be adequate to protect us against losses.

[removed: ] [added: -] Our consolidated results of operations, liquidity, financial condition and ratings are subject to the effects of natural and man-made catastrophic events.

[removed: ] [added: -] Concentration of our insurance, reinsurance and other risk exposures may have adverse effects.

[removed:  Our subsidiaries] [added: - We] may be required to accelerate the amortization of [removed: deferred policy acquisition costs (DAC)] [added: DAC] and record additional liabilities for future policy [removed: benefits due to interest rate fluctuations, increased lapses and surrenders, declining investment returns and other events.][added: benefits.]

[removed: ] [added: -] Losses due to nonperformance or defaults by counterparties may materially and adversely affect the value of our investments, our profitability and sources of liquidity.

[removed: ] [added: -] Climate change may adversely affect our business and financial condition.

[removed: ] [added: -] Our investment portfolio is concentrated in certain segments of the economy, and the performance and value of our investment portfolio are subject to a number of risks and [removed: uncertainties, including changes in interest rates and credit spreads.][added: uncertainties.]

[removed: ] [added: -] Our valuation of investments and derivatives involves the application [added: of] methodologies and assumptions to derive estimates, which may differ from actual experience and could result in changes to investment valuations that may materially adversely affect our business, results of operations, financial condition and liquidity or lead to volatility in our net income.

[removed: ] [added: -] AIG Parent’s ability to access funds from our subsidiaries is limited, and our sources of liquidity may be insufficient to meet our needs, including providing capital that may be required by our subsidiaries.

[removed: ] [added: -] We may not be able to generate cash to meet our needs due to the illiquidity of some of our investments.

[removed: 24 AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [added: | | | 17 | | |]

[removed: ] [added: -] A downgrade by one or more of the rating agencies in the Insurer Financial Strength ratings of our insurance or reinsurance companies could limit their ability to write or prevent them from writing new business and impair their retention of customers and in-force business, and a downgrade in our credit ratings could adversely affect our business, results of operations, financial condition and liquidity.

[removed: ] [added: -] Changes in the method for determining LIBOR and the continuing phase out of LIBOR and uncertainty related to LIBOR replacement rates may affect our business, results of operations, financial condition and liquidity.

[removed: ] [added: -] No assurances can be given that the separation of our Life and Retirement business will [removed: occur] [added: be completed] or as to the specific terms or timing thereof.

[removed: ] [added: -] Failure to effectively execute on AIG 200 could [removed: result in costs that are greater than expected, savings that are less than expected and disruption to our businesses that could] have a material effect on our operations or financial condition.

concentrations in individual insurers.

The IAIS has adopted ICS Version 2.0 for a five-year monitoring phase, with an initial phase that commenced January 2020.

We are subject to various laws and regulations that require financial institutions and other businesses to protect and safeguard personal and other sensitive information and provide notice of their practices relating to the collection, disclosure and other processing of personal information.

Below we highlight a few key privacy, data protection and cybersecurity laws and regulations.

In October 2017, the NAIC adopted the Insurance Data Security Model Law (NAIC Data Security Model Law), which, among other things, requires insurers, insurance producers and other entities required to be licensed under state insurance laws to develop and maintain a written information security program, conduct risk assessments, and oversee the data security practices of third-party service providers.

As of December 31, 2022, more than 20 jurisdictions had adopted the NAIC Data Security Model Law.

In addition, on March 1, 2019, the NYDFS’s cybersecurity regulation became fully effective, requiring covered financial institutions, including insurance entities licensed in New York, to, among other things, implement a cybersecurity program designed to protect information systems.

New York released proposed amendments to its cybersecurity regulation in 2022, which include additional obligations for large insurers including enhanced and updated governance, risk assessment, and technology requirements, new notification obligations, and clarifying changes regarding enforcement.

The State of California enacted the California Consumer Privacy Act of 2018 (CCPA), which was effective as of January 1, 2020, and imposed significant and often first-of-their-kind privacy obligations on businesses handling data related to California residents.

The law has a number of exceptions as a result of amendments; however, it does not apply to personal information collected, processed, sold, or disclosed pursuant to the federal Gramm-Leach-Bliley Act (GLBA) and implementing regulations or the California Financial Information Privacy Act (FIPA).

These amendments reduce the impact of the law on AIG in some, but not all, areas.

In addition, exemptions for personal information obtained in the context of certain business-to-business communications or transactions and for personal information pertaining to employees, agents and similar categories of individuals sunset on January 1, 2023.

The California Privacy Rights Act (CPRA) passed in November 2020 became effective January 1, 2023 and amends the CCPA to create additional privacy rights and obligations in California.

Colorado, Connecticut, Utah and Virginia also enacted comprehensive consumer data privacy laws and many other states have proposed similar laws.

These privacy laws impose requirements on covered businesses that are similar to those imposed by the CCPA with respect to privacy notices, data subject rights and data security standards.

In March 2022, the SEC released several proposed rules enhancing disclosure requirements for registered companies covering cybersecurity risk and management.

If enacted, the proposed rules would, among other things, require disclosure by registrants of any material cybersecurity incident on Form 8-K within four business days of determining that the incident the registrant has experienced is material.

They would also require periodic disclosures of, among other things, (i) details on the company’s cybersecurity policies and procedures, (ii) cybersecurity governance and oversight policies, including the board of directors’ oversight of cybersecurity risks and (iii) details of any cybersecurity incident that was previously disclosed on Form 8-K, as well as any undisclosed incidents that were non-material, but have become material in the aggregate.

The GDPR was also onshored in the UK through the European

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

Insurance regulators in the United States have also shown interest in the use of external data, algorithms and artificial intelligence in insurance practices, including underwriting, marketing, and claims practices.

In recent years, regulators in the United States and in other major countries in which we operate have increased their scrutiny on financial institutions’ and other companies’ risk oversight, disclosures and practices in connection with climate change and other Environmental, Social and Governance (ESG) issues.

Throughout 2022, there have been active and significant regulatory developments on these issues in the form of newly proposed, issued or implemented rules, regulations and frameworks regarding climate change and other ESG issues that impose, or will impose once effective, new requirements, including requirements related to climate change-related governance, risk management, disclosures, stress testing and scenario planning.

For example, in March 2022, the SEC released proposed rule changes on climate-related disclosure.

The proposed rule changes would require registrants, including public issuers such as us, to include certain climate-related disclosures in registration statements and periodic reports.

These proposed disclosures include information about climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations, or financial condition, and include a new note to their audited financial statements that provides certain climate-related metrics and impacts on a line-item basis.

The required information about climate-related risks also would include disclosure of a registrant’s greenhouse gas emissions (including Scope 3 emissions), information about climate-related targets and goals, and transition plan, if any, and would require extensive attestation requirements.

If adopted as proposed, the rule changes are expected to result in additional compliance and reporting costs.

It is possible that some ESG rules enacted in international jurisdictions where AIG operates could impact AIG Parent.

We continue to actively monitor the regulatory landscape surrounding these issues.

U.S. SECURITIES, INVESTMENT ADVISER, BROKER-DEALER AND INVESTMENT COMPANY REGULATION

Our investment products and services are subject to applicable federal and state securities, investment advisory, fiduciary, including the Employee Retirement Income Security Act of 1974, as amended (ERISA), and other laws and regulations.

The principal U.S. regulators of these operations include the SEC, FINRA, Commodity Futures Trading Commission (CFTC), Municipal Securities Rulemaking Board, state securities commissions, state insurance departments and the Department of Labor (DOL).

Our variable life insurance, variable annuity and mutual fund products generally are subject to regulation as “securities” under applicable federal securities laws, except where exempt.

Such regulation includes registration of the offerings of these products with the SEC, unless exempt from such registration, and requirements of distribution participants to be registered as broker-dealers, as well as recordkeeping, reporting, and other requirements.

This regulation also involves the registration of mutual funds and other investment products offered by our businesses, and the separate accounts through which our variable life insurance and variable annuity products are issued, as investment companies under the Investment Company Act of 1940, as amended (Investment Company Act), except where exempt.

The Investment Company Act imposes requirements relating to compliance, corporate governance, disclosure, recordkeeping, registration and other matters.

In addition, the offering of these products may involve filing and other requirements under the securities laws of the states and other jurisdictions where offered, including the District of Columbia and Puerto Rico.

Our separate account investment products are also subject to applicable state insurance regulation.

INTERNATIONAL REGULATION

Insurance and Financial Services Regulation

A substantial portion of our business is conducted in foreign countries.

The degree of regulation and supervision in foreign jurisdictions varies.

Generally, our subsidiaries operating in foreign jurisdictions must satisfy local regulatory requirements; licenses issued by foreign authorities to our subsidiaries are subject to modification or revocation by such authorities, and therefore these subsidiaries could be prevented from conducting business in certain of the jurisdictions where they currently operate.

For our international operations, a decline in capital and surplus over capital requirements would limit the ability of our insurance subsidiaries to write business or make dividend payments or distributions.

Additionally, regulators in the countries in which such subsidiaries operate may deem it necessary to impose restrictions on dividend distributions in the event of a significant financial market or insurance event which creates uncertainty over our future capital and solvency position.

Certain jurisdictions require registration and periodic reporting by (re)insurance companies that are licensed in such jurisdictions and are controlled by other entities.

Applicable legislation typically requires periodic disclosure concerning the entity that controls the registered insurer and the other companies in the holding company system and prior approval of intercompany transactions and transfers of assets, including in some instances payment of dividends by the (re)insurance subsidiary within the holding company system.

Our subsidiaries are registered under such legislation in those jurisdictions that have such requirements.

In addition to these licensing and other requirements, our foreign operations are also regulated in various jurisdictions with respect to currency, policy language and terms, advertising, amount and type of security deposits, amount and type of reserves, amount and type of capital to be held, amount and type of local investment and the share of profits to be returned to policyholders on participating policies.

Our foreign operations are subject to local tax laws and regulations as well.

Some foreign countries regulate rates on various types of policies.

Certain countries have established reinsurance institutions, wholly or partially owned by the local government, to which admitted insurers are obligated to cede a portion of their business on terms that may not always allow foreign insurers, including our subsidiaries, full compensation.

In some countries, regulations governing constitution of technical reserves and remittance balances may hinder remittance of profits and repatriation of assets.

The Prudential Regulation Authority (PRA), the UK’s prudential regulator, is the lead prudential supervisor for our UK insurance operations.

The UK’s Financial Conduct Authority has oversight of AIG’s insurance operations for consumer protection and competition matters.

For example, we are subject to the UK’s Senior Managers and Certification Regime (SMCR), legislation that is intended to reduce harm to consumers and strengthen market integrity by making senior individuals more accountable for their conduct and competence.

The SMCR comprises 3 elements: the Senior Managers Regime, which requires that firms appoint an individual with responsibility for each senior management function and subjects such individuals to regulatory pre-approval; the Certification Regime, which requires firms to certify (on an on-going basis) the fitness and propriety of certain employees who could harm the firm, its customers or the market; and the Conduct Rules, which are high-level standards of behavior expected of those working in financial services.

The UK Financial Conduct Authority (FCA) has also published Policy Statement PS21/3 titled “Building operational resilience: Feedback to CP19/32 and final rules” which will require, amongst other things, firms to strengthen their operational resilience by identifying important business services and setting tolerance levels for operational disruption.

These rules will come into force in March 2022.

Legislation in the EU could also affect our international (re)insurance operations.

The EU issues Directives and Regulations on a wide range of topics that impact financial services.

Insurance companies operating in the EU are subject to the Solvency II framework.

The Luxembourg insurance regulator, the Commissariat aux Assurances, is the insurance regulator for AIG Europe SA, which serves our European Economic Area (EEA) and Swiss policyholders.

In addition, financial companies that operate in the EU are subject to a range of regulations enforced by the national regulators in each member state in which that firm operates.

The EU has also established a set of regulatory requirements under the European Market Infrastructure Regulation (EMIR) that include, among other things, risk mitigation, risk management, regulatory reporting and clearing requirements.

Solvency II governs the insurance industry’s solvency framework for the EU, including minimum capital and solvency requirements, governance requirements, risk management and public reporting standards.

In accordance with Solvency II, the European Commission is required to make a determination as to whether a supervisory regime outside of the EU is “equivalent.”

On September 22, 2017, the U.S. Treasury Department and the Office of the U.S. Trade Representative, on behalf of the U.S., and the EU signed the bilateral Covered Agreement, which is intended to address issues regarding the application of Solvency II requirements to U.S.-based insurance groups as well as other (re)insurance regulatory issues.

Certain aspects of the agreement remain subject to an implementation timetable in the U.S. and the EU, which may delay or even prevent the agreement from being fully implemented.

In particular, the U.S. states have been given a period of five years to comply with the agreement’s reinsurance collateral provisions.

The agreement may be terminated (following mandatory consultation) by notice from one party to the other effective in 180 days, or at such time as the parties may agree.

ITEM 1 | Business

Under the agreement, AIG will be supervised at the worldwide group level only by its relevant U.S. insurance supervisors, and will in general not have to satisfy EU Solvency II group capital, reporting and governance requirements for its worldwide group.

The agreement, however, would permit the imposition of EU Solvency II group capital requirements if, after five years from the signing of the agreement, a U.S. insurer is not subject to a group capital assessment by its applicable state regulator.

As referenced elsewhere (*see “NAIC Activities and Model Laws” section*) the NAIC has developed a GCC which is designed to satisfy this requirement.

Certain states have already adopted the GCC requirements in their statutes.

Remaining states have until November 7, 2022 to implement the GCC provisions after which they will be subject to federal preemption.

The Covered Agreement further provides that if the summary risk reports submitted to the supervisory authority of a host jurisdiction expose any serious threat to policyholder protection or financial stability in such host state, the host supervisor may request further information from the insurance group and/or impose preventive or corrective measures with respect to the (re)insurer in its jurisdiction.

*For a discussion of legal [removed: proceedings] [added: proceedings,] see Note 15 to the Consolidated Financial Statements, which is incorporated herein by reference.*

[removed: FORM 10-K][added: FORM 10-K]

[removed: | ☑] [added: ☑] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: | |]

[removed: |] For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2021 | |][added: 2022]

[removed: | ☐ TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: | |]

[removed: |] For the transition period [removed: from | to |][added: from to]

[removed: |] Commission [removed: file number 1-8787 | |][added: File Number 1-8787]

| [removed: Delaware] (State or other jurisdiction of incorporation or organization) | [removed: 13-2592361] [added: | |] (I.R.S. Employer Identification No.) | [added: | |]

| 1271 Avenue of the [removed: Americas, New York, New] [added: Americas, New York, New] York [removed: (Address of principal executive offices)] | [added: | |] 10020 [removed: (Zip Code)] | [added: | |]

Registrant’s telephone number, including area [removed: code (212) 770-7000][added: code: (212) 770-7000]

| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, Par Value $2.50 Per Share | [added: | |] AIG | [added: | |] New York Stock Exchange | [added: | |]

| [removed: 5.75%] [added: 4.875%] Series [removed: A-2] [added: A-3] Junior Subordinated Debentures | [added: | |] AIG [removed: 67BP] [added: 67EU] | [added: | |] New York Stock Exchange | [added: | |]

| Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock | [added: | |] AIG PRA | [added: | |] New York Stock Exchange | [added: | |]

[removed: Yes☑] [added: Yes ☑] No ☐

| Large accelerated filer ☑ | | | | [added: | | | | | | | |] Accelerated filer ☐ | [added: | |]

| Non-accelerated filer ☐ | | | | [added: | | | | | | | |] Smaller reporting company ☐ | [added: | |]

| | | | | [added: | | | | | | | |] Emerging growth company ☐ | [added: | |]

[removed: The] [added: As of June 30, 2022, the] aggregate market value of the [added: registrant's] voting and nonvoting common equity held by nonaffiliates [removed: of the registrant (based on the closing price of the registrant’s most recently completed second fiscal quarter)] was approximately [removed: $,40,695000,000.][added: $35,300,000,000.]

As of February [removed: 8, 2022, there were outstanding 814,757,881] [added: 10, 2023, 737,247,384] shares of [added: the registrant's] Common Stock, $2.50 par value per share, [removed: of the registrant.][added: were outstanding.]

| Document of the Registrant | [added: | |] Form 10-K Reference Locations | [added: | |]

| Portions of the registrant’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders | [added: | |] Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14 | [added: | |]

[removed: AMERICAN INTERNATIONAL GROUP, INC.][added: American International Group, Inc.]

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| Item Number | [added: | |] Description | [added: | | | | |] Page | [added: | |]

| [removed: Part I] [added: Part I] | | | [added: | | | | | | | | |]

| [ITEM [removed: 1.](#Item1_Business)] [added: 1](#if9f982e359be4d0bb8fe661b922414ee_667)] | [removed: [Business](#Item1_Business)] | [removed: [2](#Item1_Business)] | [added: [Business](#if9f982e359be4d0bb8fe661b922414ee_667) | | | | | | [2](#if9f982e359be4d0bb8fe661b922414ee_667) | | |]

| | [removed: [Our] [added: | | •[Our] Global Business [removed: Overview](#Item1_Business)] [added: Overview](#if9f982e359be4d0bb8fe661b922414ee_667)] | [removed: [2](#Item1_Business)] | [added: | | | | [2](#if9f982e359be4d0bb8fe661b922414ee_667) | | |]

| | [removed: [Operating Structure](#ManagementFramework)] | [removed: [5](#ManagementFramework)] | [added: •[Operating Structure](#if9f982e359be4d0bb8fe661b922414ee_549755817568) | | | | | | [4](#if9f982e359be4d0bb8fe661b922414ee_549755817568) | | |]

| | [removed: [Human] [added: | | •[Human] Capital [removed: Management](#Our_Employees)] [added: Management](#if9f982e359be4d0bb8fe661b922414ee_691)] | [removed: [8](#Our_Employees)] | [added: | | | | [5](#if9f982e359be4d0bb8fe661b922414ee_691) | | |]

| | [removed: [Available] [added: | | •[Available] Information about [removed: AIG](#Available_Info_About_AIG)] [added: AIG](#if9f982e359be4d0bb8fe661b922414ee_700)] | [removed: [23](#Available_Info_About_AIG)] | [added: | | | | [14](#if9f982e359be4d0bb8fe661b922414ee_700) | | |]

| [ITEM [removed: 1A.](#Risk_Factors)] [added: 1A](#if9f982e359be4d0bb8fe661b922414ee_703)] | [removed: [Risk Factors](#Risk_Factors)] | [removed: [24](#Risk_Factors)] | [added: [Risk Factors](#if9f982e359be4d0bb8fe661b922414ee_703) | | | | | | [15](#if9f982e359be4d0bb8fe661b922414ee_703) | | |]

| [ITEM [removed: 1B.](#Unresolved_Staff_Comments)] [added: 1B](#if9f982e359be4d0bb8fe661b922414ee_733)] | [removed: [Unresolved] [added: | | [Unresolved] Staff [removed: Comments](#Unresolved_Staff_Comments)] [added: Comments](#if9f982e359be4d0bb8fe661b922414ee_733)] | [removed: [51](#Unresolved_Staff_Comments)] | [added: | | | | [39](#if9f982e359be4d0bb8fe661b922414ee_733) | | |]

| [ITEM [removed: 2.](#Properties)] [added: 2](#if9f982e359be4d0bb8fe661b922414ee_736)] | [removed: [Properties](#Properties)] | [removed: [51](#Properties)] | [added: [Properties](#if9f982e359be4d0bb8fe661b922414ee_736) | | | | | | [39](#if9f982e359be4d0bb8fe661b922414ee_736) | | |]

| [ITEM [removed: 3.](#Legal_Processings)] [added: 3](#if9f982e359be4d0bb8fe661b922414ee_619)] | [removed: [Legal Proceedings](#Legal_Processings)] | [removed: [51](#Legal_Processings)] | [added: [Legal Proceedings](#if9f982e359be4d0bb8fe661b922414ee_619) | | | | | | [39](#if9f982e359be4d0bb8fe661b922414ee_619) | | |]

| [ITEM [removed: 4.](#Mine_Safety_Discclosures)] [added: 4](#if9f982e359be4d0bb8fe661b922414ee_628)] | [removed: [Mine] [added: | | [Mine] Safety [removed: Disclosures](#Mine_Safety_Discclosures)] [added: Disclosures](#if9f982e359be4d0bb8fe661b922414ee_628)] | [removed: [51](#Mine_Safety_Discclosures)] | [added: | | | | [39](#if9f982e359be4d0bb8fe661b922414ee_628) | | |]

| [removed: Part II] [added: Part II] | | | [added: | | | | | | | | |]

| [ITEM [removed: 5.](#Mkt_Regist_CE_related_SH_Matters)] [added: 5](#if9f982e359be4d0bb8fe661b922414ee_739)] | [removed: [Market] [added: | | [Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer [removed: Purchases](#Mkt_Regist_CE_related_SH_Matters)] [added: Purchases of Equity Securities](#if9f982e359be4d0bb8fe661b922414ee_739)] | | [added: | | | | [40](#if9f982e359be4d0bb8fe661b922414ee_739) | | |]

[removed: | [ITEM 7.](#Cautionary_Stmt) | [Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Cautionary_Stmt) | [54](#Cautionary_Stmt) |][added: Operations (MD&A).]

| | [removed: [Use] [added: | | •[Use] of Non-GAAP [removed: Measures](#NonGAAP)] [added: Measures](#if9f982e359be4d0bb8fe661b922414ee_376)] | [removed: [57](#NonGAAP)] | [added: | | | | [45](#if9f982e359be4d0bb8fe661b922414ee_376) | | |]

| | [removed: [Critical] [added: | | •[Critical] Accounting [removed: Estimates](#Critical_Acctg_Est)] [added: Estimates](#if9f982e359be4d0bb8fe661b922414ee_379)] | [removed: [59](#Critical_Acctg_Est)] | [added: | | | | [47](#if9f982e359be4d0bb8fe661b922414ee_379) | | |]

——————————

OR

(Exact name of registrant as specified in its charter)

| | | | | | |

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| Delaware | | | 13-2592361 | | |

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Yes ☐ No ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes ☐ No ☐

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AMERICAN INTERNATIONAL GROUP, INC.

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| | | | •[Regulation](#if9f982e359be4d0bb8fe661b922414ee_694) | | | | | | [7](#if9f982e359be4d0bb8fe661b922414ee_694) | | |

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______________________________

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| OR | |

|  American International Group, Inc. (Exact name of registrant as specified in its charter) | |

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| 4.875% Series A-3 Junior Subordinated Debentures | AIG 67EU | New York Stock Exchange |

| Stock Purchase Rights | | New York Stock Exchange |

| --- | --- | --- | --- | --- |

| | [Diversified Mix of Businesses](#DivMix) | [6](#DivMix) |

| | [Regulation](#Regulation) | [10](#Regulation) |

| | [of Equity Securities](#Mkt_Regist_CE_related_SH_Matters) | [52](#Mkt_Regist_CE_related_SH_Matters) |

| [ITEM 6.](#Selected_Fin_Data) | [Selected Financial Data](#Selected_Fin_Data) | [53](#Selected_Fin_Data) |

| | [Cautionary Statement Regarding Forward-Looking Information](#Cautionary_Stmt) | [54](#Cautionary_Stmt) |

| | [Investments](#MDNA_Investments) | [116](#MDNA_Investments) |

| | [Enterprise Risk Management](#Enterprise_Risk_Mgmt_Overview) | [151](#Enterprise_Risk_Mgmt_Overview) |

| | [Glossary](#Glossary) | [172](#Glossary) |

| | [Acronyms](#Acronyms) | [175](#Acronyms) |

| | [Reference to Financial Statements and Schedules](#Fin_Stmt_n_Supp_Data) | [177](#Fin_Stmt_n_Supp_Data) |

| [ITEM 11.](#Exe_Comp) | [Executive Compensation](#Exe_Comp) | [320](#Exe_Comp) |

| | [Matters](#Security_Ownership) | [320](#Security_Ownership) |

| [ITEM 14.](#Prin_Acctg_Fees_n_Ser) | [Principal Accounting Fees and Services](#Prin_Acctg_Fees_n_Ser) | [320](#Prin_Acctg_Fees_n_Ser) |

| [ITEM 16.](#Exhibits_FS_Item16) | [Form 10-K Summary](#Exhibits_FS_Item16) | [325](#Exhibits_FS_Item16) |

| [Signatures](#Signatures) | | [326](#Signatures) |

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ITEM 1 | Business

2022 Priorities

|  Underwriting Excellence, Pricing Discipline and Clarity of Risk Appetite – Continue to enhance General Insurance portfolio optimization through strength of underwriting framework and guidelines as well as clear communication of risk appetite and rate adequacy. Continue long-standing disciplined approach in Life and Retirement with respect to product pricing and features. | |  Separation of Life and Retirement Business from AIG – Continue progress on the separation of the Life and Retirement business from AIG in a manner intended to maximize value for shareholders and other stakeholders and establish two strong, market-leading companies. |

|  AIG 200 – Continue progress on multi-year effort to support underwriting excellence, modernize our operating infrastructure, enhance user and customer experiences and become a more unified company. | |  Capital Management – Continue to reduce debt, return capital to shareholders and invest in AIG’s businesses through organic growth and operational improvements to create long-term shareholder value. |

|  Continued Focus on Profitable Growth – Build on the high-quality General Insurance portfolio achieved to date by focusing on targeted growth through continued underwriting discipline, improved retention and new business development. | |  Optimize Risk Management – Optimize risk profile through disciplined underwriting, reinsurance programs and asset-liability management in the investment portfolio. |

|  Leadership, Culture and Talent – Maintain focus on attracting, developing and retaining world-class employees. Further promote diversity, equity and inclusion at all levels through continued support of robust employee resource and development programs and recruitment strategies. | |  Transparent ESG Leadership – Continue strategic progress toward supporting a more sustainable, equitable and prosperous future for stakeholders by being an agent of positive change. |

2021 Highlights

| Strong General Insurance Performance Resulting from Significant Improvement in Global Commercial Lines Underwriting Results General Insurance achieved 2021 calendar year combined ratio of 95.8 compared to 104.3 in 2020, and sub-100 in every quarter of 2021 2021 accident year combined ratio, as adjusted(a) of 91.0 improved 3.1 points compared to 94.1 in 2020 Grew the top line while maintaining expense discipline with Net premiums written increasing 13 percent, Net premiums earned increasing 6 percent and the expense ratio improving 1.7 points | Continued Solid Contribution from Life and Retirement Along with Significant Separation Progress Life and Retirement increased 2021 Adjusted pre-tax income to $3.9 billion compared to $3.5 billion in 2020, despite unfavorable mortality from COVID-19, reflecting diversified product portfolio and balanced risk profile(b) Pension risk transfer issuance of $3.7 billion in 2021 exceeding $2.3 billion in 2020 Premiums and deposits(a) of $31.0 billion, excluding retail mutual funds, grew 18 percent reflecting growth in all three Individual Retirement product lines, strong pension risk transfer issuance and solid International Life sales 4 percent(c) growth in assets under administration to $409 billion driven by favorable equity markets and strong sales Announced and completed sale of 9.9 percent equity stake to Blackstone Inc. (Blackstone) |

| Capital Management Execution Complementing Operational Strength Returned $7.7 billion of capital to shareholders and creditors: Paid $1.1 billion of dividends Repurchased $2.6 billion of AIG common stock Reduced debt by $4.0 billion and lowered total debt and preferred stock to total capital ratio to 24.6 percent at December 31, 2021 | |

(b) On October 26, 2020, AIG announced its intention to separate its Life and Retirement business from AIG.

(c) Excludes Retail Mutual Funds (i) transferred as part of the sale to Touchstone Investments or (ii) liquidated.

Consistent with how we manage our business, our General Insurance North America operating segment primarily includes insurance businesses in the United States, Canada and Bermuda, and our global reinsurance business, AIG Re.

Our General Insurance International operating segment includes regional insurance businesses in Japan, the United Kingdom, Europe, Middle East and Africa (EMEA region), Asia Pacific, Latin America and Caribbean, and China.

International also includes the results of Talbot Holdings, Ltd. as well as AIG’s global specialty business.

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We operate from approximately [removed: 140] [added: 130] offices in the United States and approximately [removed: 260] [added: 250] offices in approximately [removed: 50] [added: 40] foreign countries.

We own [removed: 13] [added: 12] office buildings in the United States.

Our General Insurance companies own offices in [removed: 11] [added: 10] foreign countries including Bermuda, Ecuador, Japan, Mexico, the UK and Venezuela.

As of December 31, [removed: 2021,] [added: 2022,] approximately 8 percent of our consolidated assets were located outside the U.S. and [removed: Canada, including $2.2 billion of cash and securities on deposit with regulatory authorities in those locations.][added: Canada.]

*For additional information on geographic [removed: locations] [added: locations,] see Note 3 to the Consolidated Financial Statements.*

*For information regarding total carrying values of cash and securities deposited by our insurance subsidiaries under requirements of regulatory authorities see Note 5 to the Consolidated Financial Statements.*

Operations outside the U.S. and Canada and assets held abroad may be adversely affected by political developments in foreign countries, including tax changes, nationalization and changes in regulatory policy, as well as by consequence of hostilities and unrest.

The risks of such occurrences and their overall effect upon us vary from country to country and cannot be predicted.

If expropriation or nationalization does occur, our policy is to take all appropriate measures to seek recovery of any affected assets.

Certain of the countries in which our business is conducted have currency restrictions that generally cause a delay in a company’s ability to repatriate assets and profits.

*For additional information see Item 1A.

Risk Factors – Business and Operations and – Regulation.*

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 51][added: | | | 39 | | |]

[added: |] Part II [added: | | |]

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AIG’s common stock, par value $2.50 per share (AIG Common Stock), is listed on the New York Stock Exchange (NYSE: [removed: AIG).There were approximately 20,386 stockholders of record of AIG Common Stock as of February 8, 2022.][added: AIG).]

Our table of equity compensation plans will be included in the definitive proxy statement for AIG’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders.

The following table provides information about purchases made by or on behalf of AIG or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (the Exchange Act)) of AIG Common Stock during the three months ended December 31, [removed: 2021:][added: 2022:]

| [added: Period] | [added: | | Total Number] of Shares [added: Repurchased] | | [added: | | | | Average] Price Paid [added: per Share] | [added: | | | | | Total Number of Shares] Purchased as Part of Publicly [added: Announced Plans or Programs] | [added: | | | | | Approximate Dollar Value of Shares] that May Yet Be Purchased Under the [added: Plans or Programs (in millions)] | | | | [added: | |]

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: $3.9] [added: $3.8] billion remained under the authorization.

*For additional information on our share [removed: purchases] [added: purchases,] see [removed: Notes] [added: Note] 16 [removed: and 22] to the Consolidated Financial Statements.*

[removed: 52 AIG] | [removed: 2021] [added: 40 | | | AIG \| 2022] Form 10-K [added: | | |]

The following Performance Graph compares the cumulative total shareholder return on AIG Common Stock for a five-year period (December 31, [removed: 2016] [added: 2017] to December 31, [removed: 2021)] [added: 2022)] with the cumulative total return of the S&P’s 500 stock index (which includes AIG), the S&P Property and Casualty Insurance Index and the S&P Life and Health Insurance Index.

Value of $100 Invested on December 31, [removed: 2016][added: 2017]

[removed: |  |][added: ]

| | [added: | |] As of December 31, | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | [removed: 2016] | | | [added: |] 2017 | | | [added: | | | | | |] 2018 | | | [added: | | | | | |] 2019 | | | [added: | | | | | |] 2020 | | | [removed: 2021] | [added: | | | | | 2021 | | | | | | | | | 2022 | | |]

There were approximately 19,509 stockholders of record of AIG Common Stock as of February 10, 2023.

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| October 1-31 | | | 4,698,357 | | | $ | | | 51.97 | | | | | | 4,698,357 | | | | | | $ | | | 4,329 | | |

| November 1-30 | | | 3,793,917 | | | | | | 60.21 | | | | | | 3,793,917 | | | | | | | | | 4,101 | | |

| December 1-31 | | | 4,896,176 | | | | | | 62.59 | | | | | | 4,896,176 | | | | | | | | | 3,794 | | |

| Total | | | 13,388,450 | | | $ | | | 58.19 | | | | | | 13,388,450 | | | | | | $ | | | 3,794 | | |

On May 3, 2022, the Board of Directors authorized the repurchase of $6.5 billion of AIG Common Stock (inclusive of the approximately $1.5 billion of expected remaining authorization upon expiration of the then-current 10b5-1 Plan as of May 20, 2022).

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| AIG | | | $ | | | 100.00 | | | | | | $ | | | 67.91 | | | | | | $ | | | 90.72 | | | | | | $ | | | 69.62 | | | | | | $ | | | 107.16 | | | | | | $ | | | 121.89 | | |

| S&P 500 | | | | | | 100.00 | | | | | | | | | 95.62 | | | | | | | | | 125.72 | | | | | | | | | 148.85 | | | | | | | | | 191.58 | | | | | | | | | 156.88 | | |

| S&P 500 Property & Casualty Insurance Index | | | | | | 100.00 | | | | | | | | | 95.31 | | | | | | | | | 119.97 | | | | | | | | | 128.31 | | | | | | | | | 153.05 | | | | | | | | | 181.93 | | |

| S&P 500 Life & Health Insurance | | | | | | 100.00 | | | | | | | | | 79.23 | | | | | | | | | 97.60 | | | | | | | | | 88.35 | | | | | | | | | 120.76 | | | | | | | | | 133.25 | | |

| | Total Number | | Average | Total Number of Shares | Approximate Dollar Value of Shares | | | |

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| Period | Repurchased | | per Share | Announced Plans or Programs | Plans or Programs (in millions) | | | |

| October 1 – 31 | 5,345,684 | $ | 57.77 | 5,345,684 | | $ | 4,627 | |

| November 1 – 30 | 5,281,916 | | 58.47 | 5,281,916 | | | 4,318 | |

| December 1 – 31 | 6,801,563 | | 55.10 | 6,801,563 | | | 3,943 | |

| Total | 17,429,163 | $ | 56.94 | 17,429,163 | | $ | 3,943 | |

On August 3, 2021, our Board of Directors authorized a share repurchase authorization of AIG Common Stock of $6.0 billion (inclusive of the approximately $908 million remaining under the Board’s prior share repurchase authorization).

During the three-month period ended December 31, 2021, we purchased approximately 17 million shares of AIG Common Stock under this authorization for an aggregate purchase price of approximately $992 million.

From January 1, 2022 to February 15, 2022, we repurchased approximately 9 million shares of AIG Common Stock for an aggregate purchase price of approximately $522 million pursuant to an Exchange Act Rule 10b5-1 repurchase plan.

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 Exchange Act Rule 10b5-1 repurchase plans.

The timing of any future share 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 Series A 5.85% Non-Cumulative Preferred Stock (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.

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| AIG | $ | 100.00 | | $ | 93.14 | | $ | 63.25 | | $ | 84.49 | | $ | 64.84 | | $ | 99.81 |

| S&P 500 | | 100.00 | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.41 |

| S&P 500 Property & Casualty Insurance Index | | 100.00 | | | 122.39 | | | 116.64 | | | 146.82 | | | 157.04 | | | 187.31 |

| S&P 500 Life & Health Insurance | | 100.00 | | | 116.43 | | | 92.24 | | | 113.63 | | | 102.86 | | | 140.59 |

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 53][added: | | | 41 | | |]

Cautionary Statement Regarding Forward-Looking Information [added: and Factors That May Affect Future Results]

This Annual Report on Form 10-K and other publicly available documents may include, and [removed: officers and representatives] [added: members] of AIG [added: management] may from time to time make and discuss, statements which, to the extent they are not statements of historical or present fact, may constitute [removed: “forward looking] [added: “forward-looking] statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.

These [removed: forward-looking] [added: forward‑looking] statements are intended to provide management’s current expectations or plans for AIG’s future operating and financial performance, based on assumptions currently believed to be [removed: valid.][added: valid and accurate.]

Forward-looking statements are often preceded by, followed by or include words such as “will,” “believe,” “anticipate,” “expect,” “expectations,” “intend,” “plan,” “strategy,” “prospects,” “project,” “anticipate,” “should,” [removed: “see,”] “guidance,” “outlook,” “confident,” “focused on achieving,” “view,” “target,” “goal,” [removed: “estimate”] [added: “estimate,”] and other words of similar meaning in connection with a discussion of future operating or financial performance.

These statements may include, among other things, projections, goals and assumptions that relate to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expense reduction efforts, the outcome of contingencies such as legal proceedings, anticipated organizational, business or regulatory changes, such as the separation of the Life and Retirement [removed: business,] [added: business from AIG,] the effect of [removed: catastrophes, such as the COVID-19 pandemic,] [added: catastrophic events, both natural] and [added: man-made, and] macroeconomic [added: and/or geopolitical] events, anticipated dispositions, monetization and/or acquisitions of businesses or assets, [removed: or] [added: the] successful integration of acquired businesses, management succession and retention plans, exposure to risk, trends in operations and financial results, and other statements that are not historical facts.

Factors that could cause AIG’s actual results to differ, possibly materially, from those in [removed: the] specific projections, goals, assumptions and [added: forward-looking] statements include, without limitation:

[removed: 54 AIG] | [removed: 2021] [added: 42 | | | AIG \| 2022] Form 10-K [added: | | |]

[removed: The forward-looking] [added: Forward-looking] statements speak only as of the date of this report, or in the case of any document incorporated by reference, the date of that document.

Additional information as to factors that may cause actual results to differ materially from those expressed or implied in [removed: the] [added: any] forward-looking statements is disclosed from time to time in [removed: our] other filings with the [removed: SEC.][added: Securities and Exchange Commission (SEC).]

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 55][added: | | | 43 | | |]

[removed: ITEM 7] | [removed: Index to Item] [added: INDEX TO ITEM] 7 [added: | | | | | |]

| | | [added: |] Page | [added: | |]

| [removed: [Use] [added: [Use] of Non-GAAP [removed: Measures](#NonGAAP)] [added: Measures](#if9f982e359be4d0bb8fe661b922414ee_376)] | | [removed: [57](#NonGAAP)] | [added: [45](#if9f982e359be4d0bb8fe661b922414ee_376) | | |]

| [removed: [Critical] [added: [Critical] Accounting [removed: Estimates](#Critical_Acctg_Est)] [added: Estimates](#if9f982e359be4d0bb8fe661b922414ee_379)] | | [removed: [59](#Critical_Acctg_Est)] | [added: [47](#if9f982e359be4d0bb8fe661b922414ee_379) | | |]

| [removed: [Executive Summary](#Executive_Summary)] [added: [Executive Summary](#if9f982e359be4d0bb8fe661b922414ee_382)] | | [removed: [75](#Executive_Summary)] | [added: [60](#if9f982e359be4d0bb8fe661b922414ee_382) | | |]

| [removed: [AIG's Outlook] [added: OUTLOOK] – [removed: Industry and Economic Factors](#Strategic_Outlook)] [added: INDUSTRY AND ECONOMIC FACTORS] | | [removed: [79](#Strategic_Outlook)] |

| [removed: [Consolidated] [added: [Consolidated] Results of [removed: Operations](#Results_of_Operations)] [added: Operations](#if9f982e359be4d0bb8fe661b922414ee_418)] | | [removed: [83](#Results_of_Operations)] | [added: [64](#if9f982e359be4d0bb8fe661b922414ee_418) | | |]

| [removed: [Business] [added: [Business] Segment [removed: Operations](#Segment_Results)] [added: Operations](#if9f982e359be4d0bb8fe661b922414ee_442)] | | [removed: [88](#Segment_Results)] | [added: [68](#if9f982e359be4d0bb8fe661b922414ee_442) | | |]

[removed: | [General Insurance](#MDNA_Commercial_Insurance) | | [89](#MDNA_Commercial_Insurance) |][added: - General Insurance]

[removed: | [Life] [added: - Life] and [removed: Retirement](#MDNA_Consumer_Insurance) | | [98](#MDNA_Consumer_Insurance) |][added: Retirement]

[removed: | [Insurance Reserves](#Insurance_Reserves) | | [126](#Insurance_Reserves)] [added: ITEM 7] | [added: Insurance Reserves]

[removed: | [Loss Reserves](#Insurance_Reserves) | | [126](#Insurance_Reserves)] [added: ITEM 7] | [added: Insurance Reserves]

| [Life and Annuity Future Policy Benefits, Policyholder Contract Deposits and [removed: DAC](#Ins_Res_Life_Ins_Co_DAC_Res)] [added: DAC](#if9f982e359be4d0bb8fe661b922414ee_535)] | | [removed: [130](#Ins_Res_Life_Ins_Co_DAC_Res)] | [added: [100](#if9f982e359be4d0bb8fe661b922414ee_535) | | |]

[removed: | [Liquidity and Capital Resources](#Liquid_Capital_Res) | | [139](#Liquid_Capital_Res) |][added: LIQUIDITY AND CAPITAL RESOURCES HIGHLIGHTS]

| [Analysis of Sources and Uses of [removed: Cash](#Analysis_of_Sources_and_Uses_of_Cash)] [added: Cash](#if9f982e359be4d0bb8fe661b922414ee_553)] | | [removed: [141](#Analysis_of_Sources_and_Uses_of_Cash)] | [added: [110](#if9f982e359be4d0bb8fe661b922414ee_553) | | |]

| [Liquidity and Capital Resources of AIG Parent and [removed: Subsidiaries](#Liq_Cap_Res_AIG_n_Sub)] [added: Subsidiaries](#if9f982e359be4d0bb8fe661b922414ee_556)] | | [removed: [142](#Liq_Cap_Res_AIG_n_Sub)] | [added: [110](#if9f982e359be4d0bb8fe661b922414ee_556) | | |]

| [Off-Balance Sheet Arrangements and Commercial [removed: Commitments](#Off_BS_Arrgmnt_n_Comm_Commit)] [added: Commitments](#if9f982e359be4d0bb8fe661b922414ee_565)] | | [removed: [145](#Off_BS_Arrgmnt_n_Comm_Commit)] | [added: [113](#if9f982e359be4d0bb8fe661b922414ee_565) | | |]

[removed: | [Repurchases] [added: Repurchases] of [removed: AIG] Common [removed: Stock](#Repurchases_CS) | | [150](#Repurchases_CS) |][added: Stock]

| [Risk Governance [removed: Structure](#Risk_Governance_Structure)] [added: Structure](#if9f982e359be4d0bb8fe661b922414ee_799)] | | [removed: [151](#Risk_Governance_Structure)] | [added: [117](#if9f982e359be4d0bb8fe661b922414ee_799) | | |]

| [Risk Appetite, Limits, Identification and [removed: Measurement](#Risk_Appetite)] [added: Measurement](#if9f982e359be4d0bb8fe661b922414ee_802)] | | [removed: [152](#Risk_Appetite)] | [added: [117](#if9f982e359be4d0bb8fe661b922414ee_802) | | |]

| [removed: [Operational] [added: •Market] Risk [removed: Management](#ERM_Op_Risk_Mgmt)] [added: Management] | | [removed: [161](#ERM_Op_Risk_Mgmt)] | [added: •Operational Risk Management | | | | | |]

[removed: 56 AIG] | [removed: 2021] [added: 44 | | | AIG \| 2022] Form 10-K [added: | | |]

Adjusted after-tax income attributable to AIG common shareholders is derived by excluding the tax effected adjusted pre-tax income (APTI) adjustments described below, dividends on preferred stock, noncontrolling interest on net realized gains [removed: (losses) and] [added: (losses),] other non-operating expenses and the following tax items from net income attributable to AIG:

[removed: ] [added: -] deferred income tax valuation allowance releases and charges;

[removed: ] [added: -] changes in uncertain tax positions and other tax items related to legacy matters having no relevance to our current businesses or operating performance; and

[removed: ] [added: -] net tax charge related to the enactment of the Tax Cuts and Jobs [removed: Act (the Tax Act).][added: Act.]

Adjusted revenues exclude Net realized gains (losses), income from non-operating litigation settlements (included in Other income for GAAP [removed: purposes) and] [added: purposes),] changes in fair value of securities used to hedge guaranteed living benefits (included in Net investment income for GAAP [removed: purposes).][added: purposes) and income from elimination of the international reporting lag.]

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [removed: 57][added: | | | 45 | | |]

[removed: ] [added: |] General Insurance [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

- the effects of economic conditions in the markets in which AIG and its businesses operate in the U.S. and globally and any changes therein, including financial market conditions, macroeconomic trends, fluctuations in interest rates and foreign currency exchange rates, inflationary pressures and an economic slowdown or recession, each of which may also be affected by geopolitical events or conflicts, including the conflict between Russia and Ukraine;

- the occurrence of catastrophic events, both natural and man-made, including geopolitical events and conflicts, civil unrest and the effects of climate change;

- availability of adequate reinsurance or access to reinsurance on acceptable terms;

- disruptions in the availability of AIG's or a third party’s information technology infrastructure, including hardware and software, resulting from cyberattacks, data security breaches, or infrastructure vulnerabilities;

- AIG's ability to realize expected strategic, financial, operational or other benefits from the separation of Corebridge Financial, Inc. (Corebridge) as well as AIG’s equity market exposure to Corebridge;

- concentrations of AIG’s insurance, reinsurance and other risk exposures;

- concentrations in AIG’s investment portfolios;

- AIG’s reliance on third-party investment managers;

- changes in the valuation of AIG’s investments;

- AIG’s reliance on third parties to provide certain business and administrative services;

- nonperformance or defaults by counterparties, including Fortitude Reinsurance Company Ltd. (Fortitude Re);

- changes in judgments concerning potential cost-saving opportunities;

- AIG's ability to effectively implement changes under AIG 200, including the ability to realize cost savings;

- AIG's ability to adequately assess risk and estimate related losses as well as the effectiveness of AIG’s enterprise risk management policies and procedures, including with respect to business continuity and disaster recovery plans;

- difficulty in marketing and distributing products through current and future distribution channels;

- the effectiveness of strategies to retain and recruit key personnel and to implement effective succession plans;

- actions by rating agencies with respect to AIG’s credit and financial strength ratings as well as those of its businesses and subsidiaries;

- changes to sources of or access to liquidity;

- changes in judgments concerning the recognition of deferred tax assets and the impairment of goodwill;

- changes in judgments or assumptions concerning insurance underwriting and insurance liabilities;

- changes in accounting principles and financial reporting requirements;

- AIG’s ability to successfully dispose of, monetize and/or acquire businesses or assets or successfully integrate acquired businesses;

- the effects of sanctions, including those related to the conflict between Russia and Ukraine and the failure to comply with those sanctions;

- the effects of changes in laws and regulations, including those relating to the regulation of insurance, in the U.S. and other countries in which AIG and its businesses operate;

- changes to tax laws in the U.S. and other countries in which AIG and its businesses operate;

- the outcome of significant legal, regulatory or governmental proceedings;

- the impact of COVID-19 and its variants or other pandemics and responses thereto;

- AIG’s ability to effectively execute on environmental, social and governance targets and standards; and

- such other factors discussed in:

–Part I, Item 1A.

Risk Factors of this Annual Report; and

–this Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) of this Annual Report.

We are not under any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

| [Overview](#if9f982e359be4d0bb8fe661b922414ee_385) | | | [60](#if9f982e359be4d0bb8fe661b922414ee_385) | | |

| AIG['s Outlook – Industry and Economic Factors](#if9f982e359be4d0bb8fe661b922414ee_409) | | | [61](#if9f982e359be4d0bb8fe661b922414ee_409) | | |

| [Other Operations](#if9f982e359be4d0bb8fe661b922414ee_511) | | | [85](#if9f982e359be4d0bb8fe661b922414ee_511) | | |

| [Investments](#if9f982e359be4d0bb8fe661b922414ee_514) | | | [87](#if9f982e359be4d0bb8fe661b922414ee_514) | | |

| [Overview](#if9f982e359be4d0bb8fe661b922414ee_517) | | | [87](#if9f982e359be4d0bb8fe661b922414ee_517) | | |

| [Investment Highlights](#if9f982e359be4d0bb8fe661b922414ee_520) in 2022 | | | [87](#if9f982e359be4d0bb8fe661b922414ee_520) | | |

Not applicable.

|  AIG’s ability to successfully separate the Life and Retirement business and the impact any separation may have on AIG, its businesses, employees, contracts and customers;  the occurrence of catastrophic events, both natural and man-made, including COVID-19, other pandemics, civil unrest and the effects of climate change;  the effect of economic conditions in the markets in which AIG and its businesses operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in interest rates and foreign currency exchange rates and inflationary pressures;  AIG’s ability to effectively execute on the AIG 200 operational programs designed to modernize AIG’s operating infrastructure and enhance user and customer experiences, and AIG’s ability to achieve anticipated cost savings from AIG 200;  the impact of potential information technology, cybersecurity or data security breaches, including as a result of supply chain disruptions, cyber-attacks or security vulnerabilities, the likelihood of which may increase due to extended remote business operations as a result of COVID-19;  the impact of COVID-19 and responses thereto, including new or changed governmental policy and regulatory actions, on AIG’s business, financial condition and results of operations;  availability of reinsurance or access to reinsurance on acceptable terms;  disruptions in the availability of AIG’s electronic data systems or those of third parties;  changes to the valuation of AIG’s investments;  actions by rating agencies with respect to AIG’s credit and financial strength ratings as well as those of its businesses and subsidiaries; |  concentrations in AIG’s investment portfolios, including as a result of our asset management relationship with Blackstone;  the effectiveness of strategies to recruit and retain key personnel and to implement effective succession plans;  the effectiveness of AIG’s enterprise risk management policies and procedures, including with respect to business continuity and disaster recovery plans;  changes in judgments concerning the recognition of deferred tax assets and the impairment of goodwill;  AIG’s ability to effectively execute on ESG targets and standards;  AIG’s ability to successfully dispose of, monetize and/or acquire businesses or assets or successfully integrate acquired businesses;  nonperformance or defaults by counterparties, including Fortitude Reinsurance Company Ltd. (Fortitude Re);  changes in judgments concerning potential cost-saving opportunities;  changes to our sources of or access to liquidity;  changes in judgments or assumptions concerning insurance underwriting and insurance liabilities;  the requirements, which may change from time to time, of the global regulatory framework to which AIG is subject;  significant legal, regulatory or governmental proceedings; and  such other factors discussed in: –Part I, Item 1A. Risk Factors of this Annual Report; and –this Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) of this Annual Report. |

| --- | --- |

We are not under any obligation (and expressly disclaim any obligation) to update or alter any projections, goals, assumptions or other statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.

| INDEX TO ITEM 7 | | |

| [Overview](#Executive_Summary) | | [75](#Executive_Summary) |

| [Financial Performance Summary](#Fin_Performance_Sum) | | [77](#Fin_Performance_Sum) |

| [Other Operations](#MDNA_Corporate_and_Other) | | [114](#MDNA_Corporate_and_Other) |

| [Investments](#MDNA_Investments) | | [116](#MDNA_Investments) |

| [Overview](#MDNA_Investments) | | [116](#MDNA_Investments) |

| [Investment Highlights in 2021](#MDNA_Investments) | | [116](#MDNA_Investments) |

| [Investment Strategies](#MDNA_Investments_Strategies) | | [116](#MDNA_Investments_Strategies) |

| [Credit Ratings](#MDNA_Investments_Credit_Ratings) | | [118](#MDNA_Investments_Credit_Ratings) |

| [Overview](#Liquid_Capital_Res) | | [139](#Liquid_Capital_Res) |

| [Credit Facilities](#Credit_Facilities) | | [144](#Credit_Facilities) |

| [Contractual Obligations](#Contractual_Oblig) | | [144](#Contractual_Oblig) |

| [Debt](#MDNA_Debt) | | [146](#MDNA_Debt) |

| [Credit Ratings](#MDNA_Credit_Ratings) | | [148](#MDNA_Credit_Ratings) |

| [Financial Strength Ratings](#MDNA_Financial_Strength_Ratings) | | [149](#MDNA_Financial_Strength_Ratings) |

| [Rating Agency Actions Related to the Announced Separation of Life and Retirement](#RatingAgencyAction) | | [149](#RatingAgencyAction) |

| [Regulation and Supervision](#Reg_n_Sup) | | [149](#Reg_n_Sup) |

| [Dividends](#Div_n_Repur_AIG_CS) | | [150](#Div_n_Repur_AIG_CS) |

| [Dividend Restrictions](#Dividend_Restrictions) | | [150](#Dividend_Restrictions) |

| [Enterprise Risk Management](#Enterprise_Risk_Mgmt_Overview) | | [151](#Enterprise_Risk_Mgmt_Overview) |

| [Overview](#Enterprise_Risk_Mgmt_Overview) | | [151](#Enterprise_Risk_Mgmt_Overview) |

| [Credit Risk Management](#ERM_Credit_Risk_Mgmt) | | [154](#ERM_Credit_Risk_Mgmt) |

| [Market Risk Management](#ERM_Mkt_Risk_Mgmt) | | [155](#ERM_Mkt_Risk_Mgmt) |

| [Liquidity Risk Management](#ERM_Liq_Risk_Mgmt) | | [160](#ERM_Liq_Risk_Mgmt) |

| [Insurance Risks](#ERM_Insurance_Risk_mgmt) | | [163](#ERM_Insurance_Risk_mgmt) |

| [Other Business Risks](#ERM_OtherBus_Risks) | | [171](#ERM_OtherBus_Risks) |

| [Glossary](#Glossary) | | [172](#Glossary) |

| [Acronyms](#Acronyms) | | [175](#Acronyms) |

|  changes in fair value of securities used to hedge guaranteed living benefits;  changes in benefit reserves and deferred policy acquisition costs (DAC), value of business acquired (VOBA), and deferred sales inducements (DSI) related to net realized gains and losses;  changes in the fair value of equity securities;  net investment income on Fortitude Re funds withheld assets;  following deconsolidation of Fortitude Re, net realized gains and losses on Fortitude Re funds withheld assets;  loss (gain) on extinguishment of debt;  all net realized gains and losses except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedging or for asset replication. Earned income on such economic hedges is reclassified from net realized gains and losses to specific APTI line items based on the economic risk being hedged (e.g. net investment income and interest credited to policyholder account balances); |  income or loss from discontinued operations;  net loss reserve discount benefit (charge);  pension expense related to lump sum payments to former employees;  net gain or loss on divestitures;  non-operating litigation reserves and settlements;  restructuring and other costs related to initiatives designed to reduce operating expenses, improve efficiency and simplify our organization;  the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements and related changes in amortization of the deferred gain;  integration and transaction costs associated with acquiring or divesting businesses;  losses from the impairment of goodwill; and  non-recurring costs associated with the implementation of non-ordinary course legal or regulatory changes or changes to accounting principles. |

ITEM 7 | Critical Accounting Estimates

| --- |

For our short-tail coverages, such as property, where the nature of claims is generally high frequency with short reporting periods, with volatility arising from occasional severe events, the process for recording non-catastrophe quarterly loss reserves is geared toward maintaining IBNR based on percentages of net earned premiums for that business, rather than projecting ultimate loss ratios based on reported losses.

For example, the IBNR reserve required for the latest accident quarter for a product line such as homeowners might be approximately 20 percent of the quarter’s earned premiums.

This level of reserve would generally be recorded regardless of the actual losses reported in the current quarter, thus recognizing severe events as they occur.

The percent of premium factor reflects both our expectation of the ultimate loss costs associated with the line of business and the expectation of the percentage of ultimate loss costs that have not yet been reported.

The expected percentage of ultimate loss costs that have not yet been reported would be derived from historical loss emergence patterns.

As described in Note 21 to the consolidated financial statements, as of December 31, [removed: 2021,] [added: 2022,] the Company had a net U.S. federal deferred tax asset of [removed: $11.0] [added: $13.9] billion, [removed: $6.1] [added: $5.2] billion of which related to [removed: federal] U.S. tax attributes [added: of AIG's consolidated federal income tax group] with a limited carryforward period.

As of December 31, [removed: 2021,] [added: 2022,] management determined that it is no longer more-likely-than-not that [removed: $850] [added: $713] million of the Company’s deferred tax assets related to tax attribute carryforwards [added: of AIG's consolidated federal income tax group] will be utilized prior to expiration.

[removed: AIG] | [removed: 2021] [added: AIG \| 2022] Form 10-K [added: | | |] 181 [added: | | |]

| [removed: |] December [removed: 31,] [added: 31, 2022] | | [removed: December 31,] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| *(in millions, except for share data)* | | [removed: 2021] | [added: December 31, 2022] | [removed: 2020] | [added: | | | | December 31, 2021 | | | | | |]

| Assets: | | | | | [added: | | | | | | | | | |]

| Investments: | | | | | [added: | | | | | | | | | |]

| Fixed maturity securities: | | | | | [added: | | | | | | | | | |]

| Bonds available for sale, at fair value, net of allowance for credit losses of [removed: $98] [added: $186] in [removed: 2021] [added: 2022] and [removed: $186] [added: $98] in [removed: 2020] [added: 2021 (amortized cost: 2022 - $255,993; 2021 - $259,210)*] | | | [added: $] | | [added: | 226,156 | | | $ | | | 277,202 | | |]

| Other bond securities, at fair value [removed: *(See] [added: (See] Note [removed: 5)] [added: 5)*] | | [removed: 6,278] | | [removed: 5,291] | [added: | 4,485 | | | | | | 6,278 | | |]

| Equity securities, at fair value [removed: *(See] [added: (See] Note [removed: 5)] [added: 5)*] | | [removed: 739] | | [removed: 1,056] | [added: | 575 | | | | | | 739 | | |]

| Mortgage and other loans receivable, net of allowance for credit losses of [removed: $629] [added: $38,351] in [removed: 2021] [added: 2022] and [removed: $814] [added: $629] in [removed: 2020*] [added: 2021*] | | [removed: 46,048] | | [removed: 45,562] | [added: | 49,605 | | | | | | 46,048 | | |]

| Other invested assets (portion measured at fair value: [removed: 2021] [added: 2022] - [removed: $10,504; 2020] [added: $12,042; 2021] - [removed: $8,422)*] [added: $10,504)*] | | [removed: 15,668] | | [removed: 19,060] | [added: | 15,953 | | | | | | 15,668 | | |]

| Short-term investments, including restricted cash of [removed: $197] [added: $140] in [removed: 2021] [added: 2022] and [removed: $180] [added: $197] in [removed: 2020] [added: 2021 (portion measured at fair value: 2022 - $5,708; 2021 - $4,426)*] | | | | | [added: | 12,376 | | | | | | 13,357 | | |]

| [removed: Total investments] [added: Total investments] | | [removed: 359,292] | | [removed: 360,668] | [added: | 309,150 | | | | | | 359,292 | | |]

| [removed: Cash*] [added: Cash] | | [removed: 2,198] | [added: $] | [added: | | 2,043 | | | $ | | | 2,198 | | | $ | | |] 2,827 | [added: | |]

| Accrued investment income* | | [removed: 2,239] | | [removed: 2,271] | [added: | 2,376 | | | | | | 2,239 | | |]

| Premiums and other receivables, net of allowance for credit losses and disputes of [removed: $185] [added: $169] in [removed: 2021] [added: 2022] and [removed: $205] [added: $185] in [removed: 2020] [added: 2021] | | [removed: 12,409] | | [removed: 11,333] | [added: | 13,243 | | | | | | 12,409 | | |]

| Reinsurance assets - Fortitude Re, net of allowance for credit losses and disputes of $0 in [removed: 2021] [added: 2022] and $0 in [removed: 2020] [added: 2021] | | [removed: 33,365] | | [removed: 34,578] | [added: | 32,159 | | | | | | 33,365 | | |]

| Reinsurance assets - other, net of allowance for credit losses and disputes of [removed: $333] [added: $295] in [removed: 2021] [added: 2022] and [removed: $326] [added: $333] in [removed: 2020] [added: 2021] | | [removed: 40,919] | | [removed: 38,963] | [added: | 39,434 | | | | | | 40,919 | | |]