M Del tanque de

160

15. Employee Benefits

(in millions)

Pension Benefits Other Benefits

____________________________________________________ _____________________________________________________

Non-U.S. U.S. Non-U.S. U.S.

Plans Plans Total Plans Plans Total

2002

Components of net period benefit cost:

Service cost $ 48 $ 74 $ 122 $ 1 $ 4 $ 5

Interest cost 30 141 171 1 16 17

Expected return on assets (19) (176) (195) — — —

Amortization of prior service cost — 2 2 — (6) (6)

Amortization of transitional liability 2 1 3 — — —

Recognized actuarial loss 15 3 18 — — —

Gain due to Curtailment on Settlement (10) 3 (7) — 1 1

Net periodic benefit cost $ 66 $ 48 $ 114 $ 2 $15 $17

2001

Components of net period benefit cost:

Service cost $ 38 $ 70 $ 108 $ 1 $ 4 $ 5

Interest cost 25 127 152 — 16 16

Expected return on assets (16) (204) (220) — — — Amortization of prior service cost 2 3 5 — (4) (4) Amortization of transitional liability 2 1 3 — — —

Recognized actuarial loss 5 2 7 — — —

Gain due to Curtailment on Settlement (7) 18 11 — — — Net periodic benefit cost $ 49 $ 17 $ 66 $ 1 $16 $17 2000

Components of net period benefit cost:

Service cost $ 32 $ 57 $ 89 $ 1 $ 4 $ 5

Interest cost 15 101 116 — 16 16

Expected return on assets (12) (172) (184) — — — Amortization of prior service cost 2 2 4 — (4) (4) Amortization of transitional liability 2 1 3 — — — Recognized actuarial loss 2 (11) (9) — — — Net periodic benefit cost $ 41 $ (22) $ 19 $ 1 $16 $17

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $1.32 billion, $1.18 billion and $535 million, respectively, as of December 31, 2002 and $1.19 billion, $1.06 billion and $499 million as of December 31, 2001.

At December 31, 2002, there were 1.2 million shares of AIG common stock with a value of $69.9 million included in the plan assets. The benefit plans have purchased annuity con- tracts from AIG’s subsidiaries to provide $56 million of future annual benefits principally to certain AGC retirees.

On December 31, 1998, AIG amended its retirement and postretirement healthcare plan to provide increased bene- fits to certain employees who retire prior to age 65. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plan.

A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:

(in millions)

1-Percentage 1-Percentage

Point Increase Point Decrease

Effect on total of service and interest

cost components $1 $1 Effect on postretirement benefit obligation 7 7

American International Group, Inc. and Subsidiaries

161

Starr International Company, Inc. (SICO) provides a Deferred Compensation Profit Participation Plan (SICO Plan) to cer- tain AIG employees. The SICO Plan came into being in 1975 when the voting shareholders and Board of Directors of SICO, a private holding company whose principal asset consists of AIG common stock, decided that a portion of the capital value of SICO should be used to provide an incentive plan for the current and succeeding managements of all American International companies, including AIG. Participation in the SICO Plan by any person, and the amount of such participa- tion, is at the sole discretion of SICO’s Board of Directors, and none of the costs of the various benefits provided under such plan is paid by or charged to AIG. The SICO Plan provides that shares currently owned by SICO may be set aside by SICO for the benefit of the participant and distributed upon retire- ment. The SICO Board of Directors may permit an early pay-out of units under certain circumstances. Prior to pay-out, the participant is not entitled to vote, dispose of or receive dividends with respect to such shares, and shares are subject to forfeiture under certain conditions, including but not lim- ited to the participant’s voluntary termination of employment with AIG prior to normal retirement age. In addition, SICO’s Board of Directors may elect to pay a participant cash in lieu of shares of AIG common stock. If the expenses of the SICO Plan had been reflected by AIG, the pre-tax amounts accrued would have been $49.4 million, $55.7 million and $76.8 mil- lion for 2002, 2001 and 2000, respectively.

17. Leases

(a) AIG and its subsidiaries occupy leased space in many loca- tions under various long-term leases and have entered into various leases covering the long-term use of data processing equipment.

At December 31, 2002, the future minimum lease payments under operating leases were as follows:

(in millions) 2003 $ 477 2004 346 2005 248 2006 179 2007 139

Remaining years after 2007 716

Total $2,105

Rent expense approximated $503 million, $472 million and $412 million for the years ended December 31, 2002, 2001 and 2000 respectively.

(b) Minimum future rental income on noncancelable operating leases of flight equipment which have been delivered at December 31, 2002 was as follows:

(in millions) 2003 $ 2,306 2004 2,081 2005 1,790 2006 1,451 2007 1,145

Remaining years after 2007 2,913

Total $11,686

Flight equipment is leased, under operating leases, with remaining terms ranging from one to 15 years.

16. Starr International

Company, Inc. Plan

NOTES TO FINANCIAL STATEMENTS

162 (a) Ownership: The directors and officers of AIG, together with C.V. Starr & Co., Inc. (Starr), a private holding company, The Starr Foundation and Starr International Company, Inc. (SICO), a private holding company, owned or otherwise con- trolled approximately 21 percent of the voting stock of AIG at December 31, 2002. Six directors of AIG also serve as directors of Starr and SICO.

(b) Transactions with Related Parties: During the

ordinary course of business, AIG and its subsidiaries pay commissions to Starr and its subsidiaries for the production and management of insurance business. There are no signifi- cant receivables from/payables to related parties at December 31, 2002. Payment for the production of insurance business to Starr aggregated approximately $116 million in 2002, $88 million in 2001 and $60 million in 2000, from which Starr generally is required to pay commissions due originating brokers and its operating expenses. AIG also received approxi- mately $17 million in 2002 and $14 million in both 2001 and 2000 from Starr and paid approximately $352,000 in 2002, $320,000 in 2001 and $224,000 in 2000 to Starr in rental fees and $262,000 for services in 2002, 2001 and 2000. AIG also received approximately $3 million in 2002 and $4 million in 2001 and $1 million in 2000, respectively, from SICO and paid approximately $1 million in each of the years 2002, 2001 and 2000 to SICO as reimbursement for services rendered at cost. AIG also paid to SICO $5 million in 2002, and $4 million in both 2001 and 2000 in rental fees.

19. Acquisition, Restructuring

and Related Charges

During the third quarter of 2001, AGC was consolidated into AIG and charges in connection with this acquisition totaled $1.36 billion for that quarter. During the second quarter of 2001, AGC incurred $654 million in connection with the ter- mination of its merger agreement with Prudential plc. Thus, for all of 2001, AIG incurred $2.02 billion of charges in con- nection with the acquisition of AGC.

With respect to the charges of $1.36 billion incurred in the third quarter of 2001, approximately $512 million was related to direct costs of the acquisition. Of the $512 million, $85 million was attributable to investment banking, legal and accounting fees. The remaining direct costs of $427 mil- lion were related to employee severance and other termination benefits, and other compensation costs related to change in control agreements with AGC executives. The costs were also based in part on a projected elimination of positions, in accor- dance with AIG’s post-business combination plans, which were intended to enhance the effectiveness and efficiency of the combined operations.

Of the total direct costs of $512 million, $416 million or 82 percent have been paid as of December 31, 2002, including approximately $305 million paid during 2001. In addition, during 2002, $32 million of liabilities were utilized to absorb other insignificant merger-related expenses. The balance, $64 million, is recorded as a component of “Other Liabilities” as of December 31, 2002.

With respect to the elimination of positions, 2,287 ter- minations were included in AIG’s original post-business combination plans. As of December 31, 2002, terminations totaled 1,714, including 609 made during 2001. The remaining 573 terminations are scheduled to occur in 2003, in accordance with AGC’s employee termination program.

The indirect costs of $851 million represented charges resulting from post-business combination plans, recognizing that certain assets will have no future economic benefit or abil- ity to generate future revenues. Such charges include asset impairments charges related to software, leasehold improve- ments and certain goodwill. Also included were certain adjustments associated with conforming AGC’s balances to AIG’s existing accounting policies and methodologies. Of the $851 million, $782 million had been applied as of December 31, 2002, includ- ing $669 million in 2001. The balance, $69 million, remains outstanding and is reflected as a component of “Other Liabilities” as of December 31, 2002.

18. Ownership and Transactions with

Related Parties

American International Group, Inc. and Subsidiaries

163

AIG is a party to numerous entities that may be considered to be Variable Interest Entities (VIEs) under FIN46. Principally, such entities include special purpose vehicles (SPVs). AIG uses SPVs primarily in connection with certain guaranteed investment contract programs (GIC Programs) written by its life insurance subsidiaries, certain products provided by AIGFP, and certain invested asset and asset management activities.

In the GIC Programs, AIG’s life insurance subsidiaries (principally SunAmerica Life Insurance Company) provide guaranteed investment contracts (GICs) to SPVs which are not controlled by AIG. The SPVs issue notes or bonds which are sold to third party institutional investors. Neither AIG nor the insurance company issuing the GICs has any obliga- tion to the investors in the notes or bonds. The proceeds from the SPVs issuance of securities are used to invest in the GICs. The insurance company subsidiaries use these proceeds to invest in a diversified portfolio of securities, primarily invest- ment grade bonds. Both the assets and the liabilities of the insurance companies arising from these GIC Programs are pre- sented in AIG’s consolidated balance sheet. Thus, at December 31, 2002, approximately $29 billion of policyholders’ con- tract deposits represented liabilities from issuances of GICs included in these GIC Programs, offset by the proceeds from the issuances included as insurance invested assets.

AIGFP uses SPVs as an integral part of its ongoing operations with respect to specific structured transactions with independent third parties. In most instances, AIGFP controls and manages the assets and liabilities with respect to these SPVs, subject to certain transaction specific limitations. These SPVs are fully consolidated by AIG. AIGFP also spon- sors an SPV that issues commercial paper and secured liquidity notes to third-party institutional investors. This SPV uses the proceeds of these offerings to obtain beneficial interests in cer- tain financial assets (total assets of approximately $900 million), which serve as collateral for the securities issued by the SPV. AIGFP provides credit and liquidity support to this SPV, which is not consolidated by AIG.

AIG’s insurance operations also invest in assets of SPVs. These SPVs are established by unrelated third parties. Investments include collateralized mortgage backed securities and similar securities backed by pools of mortgages, consumer receivables or other assets. The investment in an SPV allows AIG’s insur- ance entities to purchase assets permitted by insurance regulations while maximizing the return on these assets.

AIG provides investment management serves to certain SPVs. AIG receives management fees for these services and may take a minority ownership interest in these SPVs, which interests are then included as investments in AIG’s consoli- dated balance sheet. AIG services may be terminated with or without cause.

To facilitate and expand certain retirement savings and asset management activities, AIG establishes SPVs. AIG receives fees for management of the assets held in the SPV which support the issuance of securities such as collateralized bond obligations sold by the SPV to independent third party investors. These SPVs serve a variety of business purposes, including financing, liquidity, or to facilitate independent third party management participation.

NOTES TO FINANCIAL STATEMENTS

164

Three Months Ended

March 31, June 30, September 30, December 31,

_

____________________________ __________________________ _________________________ __________________________

(in millions, except per share amounts) 2002 2001 2002 2001 2002 2001 2002 2001

Revenues $16,137 $14,793 $16,662 $15,153 $17,150 $15,582 $17,533 $16,238 Net income (loss) 1,980 1,855 1,801 1,315 1,841 327 (103) 1,866 Net income per common share:

Basic $ 0.76 $ 0.71 $ 0.69 $ 0.50 $ 0.70 $ 0.12 $ (0.04) $ 0.72 Diluted 0.75 0.70 0.68 0.50 0.70 0.12 (0.03) 0.70 Average shares outstanding:

Basic 2,615 2,623 2,613 2,621 2,610 2,620 2,610 2,615 Diluted 2,641 2,651 2,640 2,651 2,634 2,651 2,633 2,645

The following quarterly financial information for each of the three months ended March 31, June 30, September 30 and December 31, 2002 and 2001 is unaudited. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results of operations for such periods, have been made for a fair presentation of the results shown.

21. Summary of Quarterly Financial

Information Unaudited

American International Group, Inc. and Subsidiaries

165