AMERICAN INTERNATIONAL GROUP, INC. - Quarter Report: 2020 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2020 |
OR |
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Commission File Number 1-8787 |
American International Group, Inc. (Exact name of registrant as specified in its charter) |
Delaware | 13-2592361 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
|
175 Water Street, New York, New York | 10038 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 770-7000
________________
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, Par Value $2.50 Per Share | AIG | New York Stock Exchange |
Warrants (expiring January 19, 2021) | AIG WS | New York Stock Exchange |
5.75% Series A-2 Junior Subordinated Debentures | AIG 67BP | New York Stock Exchange |
4.875% Series A-3 Junior Subordinated Debentures | AIG 67EU | New York Stock Exchange |
Stock Purchase Rights |
| New York Stock Exchange |
Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock | AIG PRA | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ |
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| Accelerated filer ☐ |
Non-accelerated filer ☐ |
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| Smaller reporting company ☐ |
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| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of July 29, 2020, there were 861,433,900 shares outstanding of the registrant’s common stock.
AMERICAN INTERNATIONAL GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
June 30, 2020
Table of Contents
FORM 10-Q |
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Item Number | Description | Page | |
Part I — Financial Information |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||
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Part II — Other Information |
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ITEM 5 | |||
AIG | Second Quarter 2020 Form 10-Q 1
Part I – Financial Information
Item 1. | Financial Statements
American International Group, Inc.
Condensed Consolidated Balance Sheets (unaudited)
| June 30, | December 31, | ||
(in millions, except for share data) |
| 2020 |
| 2019 |
Assets: |
|
|
|
|
Investments: |
|
|
|
|
Fixed maturity securities: |
|
|
|
|
Bonds available for sale, at fair value, net of allowance for credit losses of $198 in 2020 |
|
|
|
|
(amortized cost: 2020 - $237,345; 2019 - $233,230) | $ | 258,505 | $ | 251,086 |
Other bond securities, at fair value (See Note 5) |
| 5,437 |
| 6,682 |
Equity securities, at fair value (See Note 5) |
| 679 |
| 841 |
Mortgage and other loans receivable, net of allowance for credit losses of $794 in 2020 and $438 in 2019 |
| 46,522 |
| 46,984 |
Other invested assets (portion measured at fair value: 2020 - $6,561; 2019 - $6,827) |
| 17,692 |
| 18,792 |
Short-term investments, including restricted cash of $197 in 2020 and $188 in 2019 |
|
|
|
|
(portion measured at fair value: 2020 - $6,388; 2019 - $5,343) |
| 21,316 |
| 13,230 |
Total investments |
| 350,151 |
| 337,615 |
|
|
|
|
|
Cash |
| 3,408 |
| 2,856 |
Accrued investment income |
| 2,294 |
| 2,334 |
Premiums and other receivables, net of allowance for credit losses and disputes of $212 in 2020 and $178 in 2019 |
| 12,829 |
| 10,274 |
Reinsurance assets - Fortitude Re, net of allowance for credit losses and disputes of $0 in 2020 |
| 34,556 |
| - |
Reinsurance assets - other, net of allowance for credit losses and disputes of $312 in 2020 and $151 in 2019 |
| 40,656 |
| 37,977 |
Deferred income taxes |
| 13,294 |
| 13,146 |
Deferred policy acquisition costs |
| 10,003 |
| 11,207 |
Other assets, net of allowance for credit losses of $52 in 2020, including restricted cash of $247 in 2020 and $243 in 2019 |
|
|
|
|
(portion measured at fair value: 2020 - $899; 2019 - $3,151) |
| 13,455 |
| 16,383 |
Separate account assets, at fair value |
| 88,742 |
| 93,272 |
Total assets | $ | 569,388 | $ | 525,064 |
Liabilities: |
|
|
|
|
Liability for unpaid losses and loss adjustment expenses, net of allowance for credit losses of $14 in 2020 | $ | 77,853 | $ | 78,328 |
Unearned premiums |
| 20,103 |
| 18,269 |
Future policy benefits for life and accident and health insurance contracts |
| 50,636 |
| 50,512 |
Policyholder contract deposits (portion measured at fair value: 2020 - $9,233; 2019 - $6,910) |
| 155,852 |
| 151,869 |
Other policyholder funds |
| 3,447 |
| 3,428 |
Fortitude Re funds withheld payable (portion measured at fair value: 2020 - $4,510) |
| 42,033 |
| - |
Other liabilities (portion measured at fair value: 2020 - $581; 2019 - $1,100) |
| 28,624 |
| 26,609 |
Long-term debt (portion measured at fair value: 2020 - $2,181; 2019 - $2,062) |
| 29,248 |
| 25,479 |
Debt of consolidated investment entities |
| 10,032 |
| 9,871 |
Separate account liabilities |
| 88,742 |
| 93,272 |
Total liabilities |
| 506,570 |
| 457,637 |
Contingencies, commitments and guarantees (See Note 11) |
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AIG shareholders’ equity: |
|
|
|
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Series A Non-cumulative preferred stock and additional paid in capital, $5.00 par value; 100,000,000 shares |
|
|
|
|
authorized; shares issued: 2020 - 20,000 and 2019 - 20,000; liquidation preference $500 |
| 485 |
| 485 |
Common stock, $2.50 par value; 5,000,000,000 shares authorized; shares issued: 2020 - 1,906,671,492 and |
|
|
|
|
2019 - 1,906,671,492 |
| 4,766 |
| 4,766 |
Treasury stock, at cost; 2020 - 1,045,237,650 shares; 2019 - 1,036,672,461 shares of common stock |
| (49,327) |
| (48,987) |
Additional paid-in capital |
| 81,294 |
| 81,345 |
Retained earnings |
| 15,847 |
| 23,084 |
Accumulated other comprehensive income |
| 9,169 |
| 4,982 |
Total AIG shareholders’ equity |
| 62,234 |
| 65,675 |
Non-redeemable noncontrolling interests |
| 584 |
| 1,752 |
Total equity |
| 62,818 |
| 67,427 |
Total liabilities and equity | $ | 569,388 | $ | 525,064 |
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See accompanying Notes to Condensed Consolidated Financial Statements. |
2 AIG | Second Quarter 2020 Form 10-Q
American International Group, Inc.
Condensed Consolidated Statements of Income (Loss) (unaudited)
| Three Months Ended |
| Six Months Ended | ||||||||
| June 30, |
| June 30, | ||||||||
(dollars in millions, except per common share data) |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
Revenues: |
|
|
|
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|
|
|
|
|
|
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Premiums | $ | 7,407 |
| $ | 7,430 |
| $ | 14,850 |
| $ | 15,500 |
Policy fees |
| 749 |
|
| 769 |
|
| 1,504 |
|
| 1,504 |
Net investment income: |
|
|
|
|
|
|
|
|
|
|
|
Net investment income - excluding Fortitude Re funds withheld assets |
| 3,250 |
|
| 3,745 |
|
| 5,758 |
|
| 7,624 |
Net investment income - Fortitude Re funds withheld assets* |
| 116 |
|
| - |
|
| 116 |
|
| - |
Total net investment income |
| 3,366 |
|
| 3,745 |
|
| 5,874 |
|
| 7,624 |
Net realized capital gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
Net realized capital gains (losses) - excluding Fortitude Re funds withheld assets |
| (1,591) |
|
| 404 |
|
| 1,928 |
|
| (42) |
Net realized capital gains (losses) on Fortitude Re funds withheld assets* |
| 96 |
|
| - |
|
| 96 |
|
| - |
Net realized capital gains (losses) on Fortitude Re funds withheld embedded |
|
|
|
|
|
|
|
|
|
|
|
derivative* |
| (837) |
|
| - |
|
| (837) |
|
| - |
Total net realized capital gains (losses) |
| (2,332) |
|
| 404 |
|
| 1,187 |
|
| (42) |
Other income |
| 206 |
|
| 213 |
|
| 424 |
|
| 431 |
Total revenues |
| 9,396 |
|
| 12,561 |
|
| 23,839 |
|
| 25,017 |
Benefits, losses and expenses: |
|
|
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|
|
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Policyholder benefits and losses incurred |
| 6,521 |
|
| 5,802 |
|
| 12,846 |
|
| 12,481 |
Interest credited to policyholder account balances |
| 918 |
|
| 967 |
|
| 1,875 |
|
| 1,907 |
Amortization of deferred policy acquisition costs |
| 754 |
|
| 1,439 |
|
| 2,616 |
|
| 2,728 |
General operating and other expenses |
| 2,087 |
|
| 2,140 |
|
| 4,240 |
|
| 4,193 |
Interest expense |
| 365 |
|
| 360 |
|
| 720 |
|
| 709 |
(Gain) loss on extinguishment of debt |
| - |
|
| 15 |
|
| 17 |
|
| 13 |
Net (gain) loss on sale or disposal of divested businesses |
| 8,412 |
|
| 1 |
|
| 8,628 |
|
| (5) |
Total benefits, losses and expenses |
| 19,057 |
|
| 10,724 |
|
| 30,942 |
|
| 22,026 |
Income (loss) from continuing operations before income tax expense (benefit) |
| (9,661) |
|
| 1,837 |
|
| (7,103) |
|
| 2,991 |
Income tax expense (benefit) |
| (1,896) |
|
| 446 |
|
| (992) |
|
| 663 |
Income (loss) from continuing operations |
| (7,765) |
|
| 1,391 |
|
| (6,111) |
|
| 2,328 |
Loss from discontinued operations, net of income taxes |
| (1) |
|
| (1) |
|
| (1) |
|
| (1) |
Net income (loss) |
| (7,766) |
|
| 1,390 |
|
| (6,112) |
|
| 2,327 |
Less: |
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to |
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests |
| 162 |
|
| 281 |
|
| 67 |
|
| 564 |
Net income (loss) attributable to AIG |
| (7,928) |
|
| 1,109 |
|
| (6,179) |
|
| 1,763 |
Less: Dividends on preferred stock |
| 8 |
|
| 7 |
|
| 15 |
|
| 7 |
Net income (loss) attributable to AIG common shareholders | $ | (7,936) |
| $ | 1,102 |
| $ | (6,194) |
| $ | 1,756 |
|
|
|
|
|
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|
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|
|
Income (loss) per common share attributable to AIG common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
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Income (loss) from continuing operations | $ | (9.15) |
| $ | 1.26 |
| $ | (7.11) |
| $ | 2.00 |
Income (loss) from discontinued operations | $ | - |
| $ | - |
| $ | - |
| $ | - |
Net income (loss) attributable to AIG common shareholders | $ | (9.15) |
| $ | 1.26 |
| $ | (7.11) |
| $ | 2.00 |
Diluted: |
|
|
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|
|
|
|
|
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|
|
Income (loss) from continuing operations | $ | (9.15) |
| $ | 1.24 |
| $ | (7.11) |
| $ | 1.99 |
Income (loss) from discontinued operations | $ | - |
| $ | - |
| $ | - |
| $ | - |
Net income (loss) attributable to AIG common shareholders | $ | (9.15) |
| $ | 1.24 |
| $ | (7.11) |
| $ | 1.99 |
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
| 866,968,305 |
|
| 876,382,884 |
|
| 870,590,968 |
|
| 875,885,588 |
Diluted |
| 866,968,305 |
|
| 888,325,042 |
|
| 870,590,968 |
|
| 882,921,247 |
*Represents activity subsequent to the deconsolidation of Fortitude Re on June 2, 2020.
See accompanying Notes to Condensed Consolidated Financial Statements.
AIG | Second Quarter 2020 Form 10-Q 3
American International Group, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)
|
| Three Months Ended |
| Six Months Ended | ||||||||
|
| June 30, |
| June 30, | ||||||||
(in millions) |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
Net income (loss) |
| $ | (7,766) |
| $ | 1,390 |
| $ | (6,112) |
| $ | 2,327 |
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
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|
|
Change in unrealized appreciation (depreciation) of fixed maturity securities on |
|
|
|
|
|
|
|
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|
|
which allowance for credit losses was taken |
|
| 126 |
|
| - |
|
| (233) |
|
| - |
Change in unrealized appreciation of fixed maturity securities on |
|
|
|
|
|
|
|
|
|
|
|
|
which other-than-temporary credit impairments were taken |
|
| - |
|
| 82 |
|
| - |
|
| 758 |
Change in unrealized appreciation of all other investments |
|
| 10,082 |
|
| 2,914 |
|
| 4,540 |
|
| 5,622 |
Change in foreign currency translation adjustments |
|
| (61) |
|
| (129) |
|
| (146) |
|
| 35 |
Change in retirement plan liabilities adjustment |
|
| 9 |
|
| 8 |
|
| 2 |
|
| 7 |
Change in fair value of liabilities under fair value option attributable to changes in |
|
|
|
|
|
|
|
|
|
|
|
|
own credit risk |
|
| (2) |
|
| (2) |
|
| 1 |
|
| (2) |
Other comprehensive income |
|
| 10,154 |
|
| 2,873 |
|
| 4,164 |
|
| 6,420 |
Comprehensive income (loss) |
|
| 2,388 |
|
| 4,263 |
|
| (1,948) |
|
| 8,747 |
Comprehensive income attributable to noncontrolling interests |
|
| 153 |
|
| 291 |
|
| 44 |
|
| 580 |
Comprehensive income (loss) attributable to AIG |
| $ | 2,235 |
| $ | 3,972 |
| $ | (1,992) |
| $ | 8,167 |
|
|
|
|
|
|
|
|
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See accompanying Notes to Condensed Consolidated Financial Statements. |
4 AIG | Second Quarter 2020 Form 10-Q
American International Group, Inc.
Condensed Consolidated Statements of Equity (unaudited)
|
| Preferred |
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| Non- |
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| Stock and |
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| Accumulated |
| Total AIG |
| redeemable |
|
| |
| Additional |
|
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| Additional |
|
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| Other |
| Share- |
| Non- |
|
| |
|
| Paid-in |
| Common |
| Treasury |
| Paid-in |
| Retained | Comprehensive |
| holders' |
| controlling |
| Total | |
(in millions) |
| Capital |
| Stock |
| Stock |
| Capital |
| Earnings | Income (Loss) |
| Equity |
| Interests |
| Equity | |
Three Months Ended June 30, 2020 |
|
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Balance, beginning of period | $ | 485 | $ | 4,766 | $ | (49,334) | $ | 81,188 | $ | 24,062 | $ | (994) | $ | 60,173 | $ | 1,670 | $ | 61,843 |
Cumulative effect of change in accounting |
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|
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|
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|
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|
|
principle, net of tax |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Preferred stock issued |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Common stock issued under stock plans |
| - |
| - |
| 7 |
| (9) |
| - |
| - |
| (2) |
| - |
| (2) |
Purchase of common stock |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Net income (loss) attributable to AIG or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
noncontrolling interests |
| - |
| - |
| - |
| - |
| (7,928) |
| - |
| (7,928) |
| 162 |
| (7,766) |
Dividends on preferred stock |
| - |
| - |
| - |
| - |
| (8) |
| - |
| (8) |
| - |
| (8) |
Dividends on common stock |
| - |
| - |
| - |
| - |
| (275) |
| - |
| (275) |
| - |
| (275) |
Other comprehensive income (loss) |
| - |
| - |
| - |
| - |
| - |
| 10,163 |
| 10,163 |
| (9) |
| 10,154 |
Net decrease due to deconsolidation |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (1,219) |
| (1,219) |
Contributions from noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 3 |
| 3 |
Distributions to noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (20) |
| (20) |
Other |
| - |
| - |
| - |
| 115 |
| (4) |
| - |
| 111 |
| (3) |
| 108 |
Balance, end of period | $ | 485 | $ | 4,766 | $ | (49,327) | $ | 81,294 | $ | 15,847 | $ | 9,169 | $ | 62,234 | $ | 584 | $ | 62,818 |
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|
Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
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Balance, beginning of year | $ | 485 | $ | 4,766 | $ | (48,987) | $ | 81,345 | $ | 23,084 | $ | 4,982 | $ | 65,675 | $ | 1,752 | $ | 67,427 |
Cumulative effect of change in accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
principle, net of tax |
| - |
| - |
| - |
| - |
| (487) |
| - |
| (487) |
| - |
| (487) |
Preferred stock issued |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Common stock issued under stock plans |
| - |
| - |
| 167 |
| (264) |
| - |
| - |
| (97) |
| - |
| (97) |
Purchase of common stock |
| - |
| - |
| (500) |
| - |
| - |
| - |
| (500) |
| - |
| (500) |
Net income (loss) attributable to AIG or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests |
| - |
| - |
| - |
| - |
| (6,179) |
| - |
| (6,179) |
| 67 |
| (6,112) |
Dividends on preferred stock |
| - |
| - |
| - |
| - |
| (15) |
| - |
| (15) |
| - |
| (15) |
Dividends on common stock |
| - |
| - |
| - |
| - |
| (551) |
| - |
| (551) |
| - |
| (551) |
Other comprehensive income (loss) |
| - |
| - |
| - |
| - |
| - |
| 4,187 |
| 4,187 |
| (23) |
| 4,164 |
Net decrease due to deconsolidation |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (1,171) |
| (1,171) |
Contributions from noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 4 |
| 4 |
Distributions to noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (42) |
| (42) |
Other |
| - |
| - |
| (7) |
| 213 |
| (5) |
| - |
| 201 |
| (3) |
| 198 |
Balance, end of period | $ | 485 | $ | 4,766 | $ | (49,327) | $ | 81,294 | $ | 15,847 | $ | 9,169 | $ | 62,234 | $ | 584 | $ | 62,818 |
AIG | Second Quarter 2020 Form 10-Q 5
American International Group, Inc.
Condensed Consolidated Statements of Equity (unaudited)(continued)
|
| Preferred |
|
|
|
|
|
|
|
|
|
|
|
|
| Non- |
|
|
| Stock and |
|
|
|
|
|
|
|
|
| Accumulated |
| Total AIG |
| redeemable |
|
| |
| Additional |
|
|
|
|
| Additional |
|
|
| Other |
| Share- |
| Non- |
|
| |
|
| Paid-in |
| Common |
| Treasury |
| Paid-in |
| Retained | Comprehensive |
| holders' |
| controlling |
| Total | |
(in millions) |
| Capital |
| Stock |
| Stock |
| Capital |
| Earnings | Income (Loss) |
| Equity |
| Interests |
| Equity | |
Three Months Ended June 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period | $ | 485 | $ | 4,766 | $ | (48,999) | $ | 81,148 | $ | 21,259 | $ | 2,128 | $ | 60,787 | $ | 1,306 | $ | 62,093 |
Preferred stock issued |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Common stock issued under stock plans |
| - |
| - |
| 8 |
| (9) |
| - |
| - |
| (1) |
| - |
| (1) |
Purchase of common stock |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Net income attributable to AIG or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests |
| - |
| - |
| - |
| - |
| 1,109 |
| - |
| 1,109 |
| 281 |
| 1,390 |
Dividends on preferred stock |
| - |
| - |
| - |
| - |
| (7) |
| - |
| (7) |
| - |
| (7) |
Dividends on common stock |
| - |
| - |
| - |
| - |
| (279) |
| - |
| (279) |
| - |
| (279) |
Other comprehensive income |
| - |
| - |
| - |
| - |
| - |
| 2,863 |
| 2,863 |
| 10 |
| 2,873 |
Current and deferred income taxes |
| - |
| - |
| - |
| 1 |
| - |
| - |
| 1 |
| - |
| 1 |
Net decrease due to acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and consolidations |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (12) |
| (12) |
Contributions from noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (10) |
| (10) |
Distributions to noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (10) |
| (10) |
Other |
| - |
| - |
| - |
| 71 |
| (5) |
| - |
| 66 |
| 1 |
| 67 |
Balance, end of period | $ | 485 | $ | 4,766 | $ | (48,991) | $ | 81,211 | $ | 22,077 | $ | 4,991 | $ | 64,539 | $ | 1,566 | $ | 66,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year | $ | - | $ | 4,766 | $ | (49,144) | $ | 81,268 | $ | 20,884 | $ | (1,413) | $ | 56,361 | $ | 948 | $ | 57,309 |
Preferred stock issued |
| 485 |
| - |
| - |
| - |
| - |
| - |
| 485 |
| - |
| 485 |
Common stock issued under stock plans |
| - |
| - |
| 153 |
| (231) |
| - |
| - |
| (78) |
| - |
| (78) |
Purchase of common stock |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Net income attributable to AIG or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests |
| - |
| - |
| - |
| - |
| 1,763 |
| - |
| 1,763 |
| 564 |
| 2,327 |
Dividends on preferred stock |
| - |
| - |
| - |
| - |
| (7) |
| - |
| (7) |
| - |
| (7) |
Dividends on common stock |
| - |
| - |
| - |
| - |
| (557) |
| - |
| (557) |
| - |
| (557) |
Other comprehensive income |
| - |
| - |
| - |
| - |
| - |
| 6,404 |
| 6,404 |
| 16 |
| 6,420 |
Current and deferred income taxes |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Net increase due to acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and consolidations |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 96 |
| 96 |
Contributions from noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 2 |
| 2 |
Distributions to noncontrolling interests |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| (69) |
| (69) |
Other |
| - |
| - |
| - |
| 174 |
| (6) |
| - |
| 168 |
| 9 |
| 177 |
Balance, end of period | $ | 485 | $ | 4,766 | $ | (48,991) | $ | 81,211 | $ | 22,077 | $ | 4,991 | $ | 64,539 | $ | 1,566 | $ | 66,105 |
See accompanying Notes to Condensed Consolidated Financial Statements.
6 AIG | Second Quarter 2020 Form 10-Q
American International Group, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
| Six Months Ended June 30, | |||
(in millions) |
| 2020 |
| 2019 |
Cash flows from operating activities: |
|
|
|
|
Net income (loss) | $ | (6,112) | $ | 2,327 |
Loss from discontinued operations |
| 1 |
| 1 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
Noncash revenues, expenses, gains and losses included in income (loss): |
|
|
|
|
Net gain on sales of securities available for sale and other assets |
| (418) |
| (141) |
Net (gain) loss on sale or disposal of divested businesses |
| 8,628 |
| (5) |
Losses on extinguishment of debt |
| 17 |
| 13 |
Unrealized losses in earnings - net |
| 36 |
| 369 |
Equity in (income) loss from equity method investments, net of dividends or distributions |
| 232 |
| (62) |
Depreciation and other amortization |
| 2,560 |
| 2,657 |
Impairments of assets |
| 66 |
| 167 |
Changes in operating assets and liabilities: |
|
|
|
|
Insurance reserves |
| 1,857 |
| (1,057) |
Premiums and other receivables and payables - net |
| 1,778 |
| 22 |
Reinsurance assets and funds held under reinsurance contracts |
| (2,295) |
| (2,334) |
Capitalization of deferred policy acquisition costs |
| (2,224) |
| (2,843) |
Current and deferred income taxes - net |
| (1,732) |
| 523 |
Other, net |
| (1,069) |
| (909) |
Total adjustments |
| 7,436 |
| (3,600) |
Net cash provided by (used in) operating activities |
| 1,325 |
| (1,272) |
Cash flows from investing activities: |
|
|
|
|
Proceeds from (payments for) |
|
|
|
|
Sales or distributions of: |
|
|
|
|
Available for sale securities |
| 13,858 |
| 12,765 |
Other securities |
| 2,037 |
| 2,609 |
Other invested assets |
| 2,134 |
| 1,931 |
Divested businesses, net |
| 2,119 |
| - |
Maturities of fixed maturity securities available for sale |
| 12,761 |
| 11,888 |
Principal payments received on and sales of mortgage and other loans receivable |
| 2,359 |
| 2,474 |
Purchases of: |
|
|
|
|
Available for sale securities |
| (29,804) |
| (27,219) |
Other securities |
| (519) |
| (405) |
Other invested assets |
| (1,385) |
| (1,423) |
Mortgage and other loans receivable |
| (2,653) |
| (2,919) |
Net change in short-term investments |
| (7,857) |
| (4,837) |
Other, net |
| 4,047 |
| 989 |
Net cash used in investing activities |
| (2,903) |
| (4,147) |
Cash flows from financing activities: |
|
|
|
|
Proceeds from (payments for) |
|
|
|
|
Policyholder contract deposits |
| 8,410 |
| 11,474 |
Policyholder contract withdrawals |
| (8,567) |
| (8,362) |
Issuance of long-term debt and debt of consolidated investment entities |
| 5,509 |
| 2,199 |
Repayments of long-term debt and debt of consolidated investment entities |
| (1,877) |
| (910) |
Issuance of preferred stock, net of issuance costs |
| - |
| 485 |
Purchase of common stock |
| (500) |
| - |
Dividends paid on preferred stock |
| (15) |
| (7) |
Dividends paid on common stock |
| (551) |
| (557) |
Other, net |
| (269) |
| 896 |
Net cash provided by financing activities |
| 2,140 |
| 5,218 |
Effect of exchange rate changes on cash and restricted cash |
| 3 |
| 28 |
Net increase (decrease) in cash and restricted cash |
| 565 |
| (173) |
Cash and restricted cash at beginning of year |
| 3,287 |
| 3,358 |
Cash and restricted cash at end of period | $ | 3,852 | $ | 3,185 |
AIG | Second Quarter 2020 Form 10-Q 7
American International Group, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)(continued)
Supplementary Disclosure of Condensed Consolidated Cash Flow Information
| Six Months Ended June 30, | |||
(in millions) |
| 2020 |
| 2019 |
Cash | $ | 3,408 | $ | 2,935 |
Restricted cash included in Short-term investments* |
| 197 |
| 18 |
Restricted cash included in Other assets* |
| 247 |
| 232 |
Total cash and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ | 3,852 | $ | 3,185 |
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
Interest | $ | 581 | $ | 684 |
Taxes | $ | 741 | $ | 140 |
Non-cash investing activities: |
|
|
|
|
Fixed maturity securities available for sale received in connection with pension risk transfer transactions | $ | 1,008 | $ | - |
Fixed maturity securities received in connection with reinsurance transactions | $ | 325 | $ | - |
Non-cash financing activities: |
|
|
|
|
Interest credited to policyholder contract deposits included in financing activities | $ | 1,646 | $ | 1,791 |
|
|
|
|
|
*Includes funds held for tax sharing payments to AIG Parent, security deposits, and replacement reserve deposits related to our affordable housing investments.
See accompanying Notes to Condensed Consolidated Financial Statements.
8 AIG | Second Quarter 2020 Form 10-Q
ITEM 1 | Notes to Condensed Consolidated Financial Statements (unaudited) | 1. Basis of Presentation
1. Basis of Presentation
American International Group, Inc. (AIG) is a leading global insurance organization serving customers in more than 80 countries and jurisdictions. AIG companies serve commercial and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG Common Stock, par value $2.50 per share (AIG Common Stock), is listed on the New York Stock Exchange (NYSE: AIG). Unless the context indicates otherwise, the terms “AIG,” “we,” “us” or “our” mean American International Group, Inc. and its consolidated subsidiaries and the term “AIG Parent” means American International Group, Inc. and not any of its consolidated subsidiaries.
These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) and should be read in conjunction with the audited Consolidated Financial Statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the 2019 Annual Report). The condensed consolidated financial information as of December 31, 2019 included herein has been derived from the audited Consolidated Financial Statements in the 2019 Annual Report.
Certain of our foreign subsidiaries included in the Condensed Consolidated Financial Statements report on the basis of a fiscal period ending November 30. The effect on our consolidated financial condition and results of operations of all material events occurring at these subsidiaries through the date of each of the periods presented in these Condensed Consolidated Financial Statements has been considered for adjustment and/or disclosure. In the opinion of management, these Condensed Consolidated Financial Statements contain normal recurring adjustments, including eliminations of material intercompany accounts and transactions, necessary for a fair statement of the results presented herein. Operating results for the six months ended June 30, 2020, are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, especially when considering the risks and uncertainties associated with COVID-19 and the impact it may have on our business, results of operations and financial condition.
We evaluated the need to recognize or disclose events that occurred subsequent to June 30, 2020 and prior to the issuance of these Condensed Consolidated Financial Statements.
Sales/disposals of Businesses
Fortitude Holdings
On June 2, 2020, we completed the sale of a majority of the interests in Fortitude Group Holdings, LLC (Fortitude Holdings) to Carlyle FRL, L.P. (Carlyle FRL), an investment fund advised by an affiliate of The Carlyle Group Inc. (Carlyle), and T&D United Capital Co., Ltd. (T&D), a subsidiary of T&D Holdings, Inc., under the terms of a membership interest purchase agreement entered into on November 25, 2019 by and among AIG, Fortitude Holdings, Carlyle FRL, Carlyle, T&D and T&D Holdings, Inc. (the Majority Interest Fortitude Sale). AIG established Fortitude Reinsurance Company Ltd. (Fortitude Re), a wholly owned subsidiary of Fortitude Holdings, in 2018 in a series of reinsurance transactions related to AIG’s Legacy Portfolio. As of June 30, 2020, approximately $30.5 billion of reserves from AIG’s Legacy Life and Retirement Run-Off Lines and approximately $4.1 billion of reserves from AIG’s Legacy 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. As of closing of the Majority Interest Fortitude Sale, these reinsurance transactions are no longer considered affiliated transactions and Fortitude Re is the reinsurer of the majority of AIG’s Legacy Portfolio. As these reinsurance transactions are structured as modified coinsurance and loss portfolio transfers with funds withheld, following the closing of the Majority Interest Fortitude Sale, AIG continues to reflect the invested assets, which consist mostly of available for sale securities, supporting Fortitude Re’s obligations, in AIG’s financial statements.
AIG | Second Quarter 2020 Form 10-Q 9
ITEM 1 | Notes to Condensed Consolidated Financial Statements (unaudited) | 1. Basis of Presentation
AIG sold a 19.9 percent ownership interest in Fortitude Holdings to TC Group Cayman Investments Holdings, L.P. (TCG), an affiliate of Carlyle, in November 2018 (the 2018 Fortitude Sale). As a result of completion of the Majority Interest Fortitude Sale, Carlyle FRL purchased from AIG a 51.6 percent ownership interest in Fortitude Holdings and T&D purchased from AIG a 25 percent ownership interest in Fortitude Holdings; AIG retained a 3.5 percent ownership interest in Fortitude Holdings and one seat on its Board of Managers. The $2.2 billion of proceeds received by AIG at closing include (i) the $1.8 billion under the Majority Interest Fortitude Sale, which is subject to a post-closing purchase price adjustment pursuant to which AIG will pay Fortitude Re for certain adverse development in property casualty related reserves, based on an agreed methodology, that may occur on or prior to December 31, 2023, up to a maximum payment of $500 million; and (ii) a $383 million purchase price adjustment from Carlyle FRL and T&D, corresponding to their respective portions of a proposed $500 million non-pro rata distribution from Fortitude Holdings that was not received by AIG prior to the closing.
AIG recorded a total after-tax reduction to total AIG shareholders’ equity of $4.3 billion related to the sale of the majority interest in and deconsolidation of Fortitude Holdings. The impact to equity is primarily due to a $6.7 billion after-tax loss partially offset by a $2.4 billion increase in accumulated other comprehensive income (AOCI) due to the release of shadow adjustments primarily related to future policy benefits. The $6.7 billion after-tax loss is comprised of (i) a $2.7 billion loss related to the write-off of prepaid insurance assets and deferred policy acquisition costs (DAC) upon deconsolidation of Fortitude Holdings and (ii) $4.0 billion related to the loss on the sale primarily as a result of increases in Fortitude Holdings’ equity principally related to mark to market movements since the December 31, 2018 date as of which Fortitude Holdings’ equity was calculated for purposes of the purchase price determination.
In connection with the Majority Interest Fortitude Sale, AIG, Fortitude Holdings, and TCG have agreed that, effective as of the closing, (i) AIG’s investment commitment targets under the 2018 Fortitude Sale (whereby AIG had agreed to invest certain amounts into various Carlyle strategies and to make certain minimum investment management fee payments by November 2021) have been assumed by Fortitude Holdings and AIG has been released therefrom, (ii) the purchase price adjustment that AIG had agreed to provide TCG in the 2018 Fortitude Sale (whereby AIG had agreed to reimburse TCG for adverse development in property casualty related reserves, based on an agreed methodology, that may occur on or prior to December 31, 2023, up to the value of TCG’s investment in Fortitude Holdings) has been terminated, and (iii) TCG remains obligated to pay AIG $115 million of deferred consideration upon settlement of the post-closing purchase price adjustment referred to above. This latter amount is composed of $95 million of deferred consideration contemplated as part of the 2018 Fortitude Sale, together with $19.9 million in respect of TCG’s 19.9 percent share of the unpaid portion of the $500 million non-pro rata dividend to be paid to AIG under the 2018 Fortitude Sale (TCG paid $79.6 million to AIG on May 26, 2020). In addition, the 2018 Capital Maintenance Agreement between AIG and Fortitude Re and the letters of credit issued in support of Fortitude Re and subject to reimbursement by AIG in the event of a drawdown were terminated as of the closing of the Majority Interest Fortitude Sale. Upon closing of the Majority Interest Fortitude Sale, AIG entered into a transition services agreement with Fortitude Holdings for the provision of transition services for a period after closing, and letter of credit agreements with certain financial institutions, which issued letters of credit in support of certain General Insurance subsidiaries that have reinsurance agreements in place with Fortitude Re in the amount of $600 million. These letters of credit are subject to reimbursement by AIG in the event of a drawdown by these insurance subsidiaries.
Following closing, AIG contributed $700 million of the proceeds of the Majority Interest Fortitude Sale to certain of its General Insurance subsidiaries and $135 million of the proceeds of the Majority Interest Fortitude Sale to certain of its Life and Retirement subsidiaries.
For further discussion on the sale of Fortitude Holdings see Note 7 to the Condensed Consolidated Financial Statements.
Blackboard
At the end of March 2020, Blackboard U.S. Holdings, Inc. (Blackboard), AIG’s technology-driven subsidiary, was placed into run-off. As a result of this decision, during the three months ended March 31, 2020, AIG recognized a pre-tax loss of $210 million, primarily consisting of asset impairment charges.
10 AIG | Second Quarter 2020 Form 10-Q
ITEM 1 | Notes to Condensed Consolidated Financial Statements (unaudited) | 1. Basis of Presentation
Use of Estimates
The preparation of financial statements in accordance with GAAP requires the application of accounting policies that often involve a significant degree of judgment. Accounting policies that we believe are most dependent on the application of estimates and assumptions are considered our critical accounting estimates and are related to the determination of:
liability for unpaid losses and loss adjustment expenses (loss reserves);
valuation of future policy benefit liabilities and timing and extent of loss recognition;
valuation of liabilities for guaranteed benefit features of variable annuity products;
valuation of embedded derivatives for fixed index annuity and life products;
estimated gross profits to value deferred policy acquisition costs for investment-oriented products;
reinsurance assets;
impairment charges, including impairments on other invested assets and goodwill impairment;
allowances for credit losses primarily on loans, available for sale fixed maturity securities, reinsurance assets and premiums and other receivables;
liability for legal contingencies;
fair value measurements of certain financial assets and liabilities; and
income tax assets and liabilities, including recoverability of our net deferred tax asset and the predictability of future tax operating profitability of the character necessary to realize the net deferred tax asset and estimates associated with the Tax Cuts and Jobs Act (the Tax Act).
These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our consolidated financial condition, results of operations and cash flows could be materially affected.
2. Summary of Significant Accounting Policies
Accounting Standards Adopted During 2020
Financial Instruments - Credit Losses
In June 2016, the FASB issued an accounting standard that changed how entities account for current expected credit losses (CECL) for most financial assets, premiums receivable, trade receivables, off-balance sheet exposures and reinsurance receivables (the Financial Instruments Credit Losses Standard). The standard requires an allowance for credit losses based on the expectation of lifetime credit losses related to such financial assets subject to credit losses, including loans measured at amortized cost, reinsurance receivables and certain off-balance sheet credit exposures. Additionally, the impairment of available-for-sale debt securities, including purchased credit deteriorated (PCD) securities, is subject to the new guidance and is measured in a similar manner, except that losses are recognized as allowances rather than reductions in the amortized cost of the securities. The standard allows for reversals of credit impairments in the event that the credit of an issuer improves. The standard also requires additional disclosures.
We adopted the standard on its effective date of January 1, 2020 using a modified retrospective method, which requires a cumulative effect adjustment to retained earnings. As of January 1, 2020, the impact of the adoption of the standard was a reduction in opening retained earnings of $487 million (after-tax) primarily driven by commercial mortgage loans, and, to a lesser extent, reinsurance receivables and recoverables.
AIG | Second Quarter 2020 Form 10-Q 11
ITEM 1 | Notes to Condensed Consolidated Financial Statements (unaudited) | 2. Summary of Significant Accounting Policies
The following table provides a rollforward of our allowance, including credit losses, in connection with the adoption of the Financial Instruments Credit Losses Standard as well as cross references to the applicable notes herein for additional information:
Three Months Ended June 30, 2020 |
| Balance, |
| Cumulative Effect |
| Purchased Credit |
| Incremental Increase |
| Write-offs and |
| Balance, |
|
| Beginning |
| Adjustment as of |
| Deteriorated Initial |
| (Decrease) Recognized |
| Other Changes |
| End of |
(in millions) |
| of Period |
| January 1, 2020 |
| Allowance |
| in Income |
| in the Allowance(h) |
| Period |
Securities available for sale(a) | $ | 211 | $ | - | $ | 20 | $ | 29 | $ | (62) | $ | 198 |
Mortgage and other loan receivables(b) |
| 787 |
| - |
| - |
| 19 |
| (12) |
| 794 |
Reinsurance recoverables (inclusive of |
|
|
|
|
|
|
|
|
|
|
|
|
deposit accounted assets)(c) |
| 362 |
| - |
| - |
| 7 |
| (5) |
| 364 |
Premiums and other receivables(d) |
| 210 |
| - |
| - |
| 2 |
| - |
| 212 |
Contractual deductible recoverables(e) |
| 14 |
| - |
| - |
| - |
| - |
| 14 |
Commercial mortgage loan commitments(f) |
| 58 |
| - |
| - |
| - |
| - |
| 58 |
Total | $ | 1,642 | $ | - | $ | 20 | $ | 57 | $ | (79) | $ | 1,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale(a) | $ | - | $ | - | $ | 33 | $ | 227 | $ | (62) | $ | 198 |
Mortgage and other loan receivables(b) |
| 438 |
| 318 |
| - |
| 50 |
| (12) |
| 794 |
Reinsurance recoverables (inclusive of |
|
|
|
|
|
|
|
|
|
|
|
|
deposit accounted assets)(c) |
| 151 |
| 224 |
| - |
| 5 |
| (16) |
| 364 |
Premiums and other receivables(d) |
| 178 |
| 34 |
| - |
| 2 |
| (2) |
| 212 |
Contractual deductible recoverables(e) |
| - |
| 14 |
| - |
| - |
| - |
| 14 |
Commercial mortgage loan commitments(f) |
| - |
| 51 |
| - |
| 7 |
| - |
| 58 |
Total | $ | 767 | $ | 641 | $ | 33 | $ | 291 | $ | (92) | $ |