Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in the 2020 Annual Report.

ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds

	Total Number		Average	Total Number of Shares	Approximate Dollar Value of Shares
	of Shares		Price Paid	Purchased as Part of Publicly	that May Yet Be Purchased Under the
Period	Repurchased		per Share	Announced Plans or Programs	Plans or Programs (in millions)
July 1 – 31	-	$	-	-		$	6,000
August 1 – 31	13,608,433		53.78	13,608,433			5,268
September 1 – 30	6,148,184 *		54.12	6,148,184			4,935
Total	19,756,617	$	53.89	19,756,617		$	4,935

Includes 107,951 shares of AIG Common Stock purchased from certain Life and Retirement companies.

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 September 30, 2021, AIG Parent repurchased approximately 20 million shares of AIG Common Stock, par value $2.50 per share (AIG Common Stock) for an aggregate purchase price of $1.1 billion, including approximately $6 million of shares purchased from certain Life and Retirement companies.

As of September 30, 2021, approximately $4.9 billion remained under the authorization. From October 1, 2021 to November 4, 2021, we repurchased approximately 6 million shares of AIG Common Stock for an aggregate purchase price of approximately $368 million pursuant to an Exchange Act Rule 10b5-1 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.

ITEM 4 | Mine Safety Disclosures

Not applicable.

AIG | Third Quarter 2021 Form 10-Q 177

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