SecProbe.io

CORRESP
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        Global Legal,

        Compliance, Regulatory

        Affairs and Government
        Affairs

        80 Pine Street, 13th
        Floor

        New York, NY 10005

        www.aig.com

        James J. Killerlane
        III

        Associate General

        Counsel and Assistant
        Secretary

        T 212 770 8111

        F 866 215 0326

        james.killerlane@aig.com

    July 9, 2018

VIA EDGAR CORRESPONDENCE

Mr. Jim Rosenberg

Mr. Frank Wyman

Office of Healthcare & Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, D.C. 20549

 Re: American International Group, Inc.

Form 10-K for the Year Ended December 31, 2017

Filed February 16, 2018

File No. 001-08787

Dear Messrs. Rosenberg and Wyman,

Thank you for your letter
dated June 15, 2018 that provides additional comments of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) on our Annual Report on Form
10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”). We have considered the Staff’s
comments carefully. This letter sets forth our response to the Staff’s comments contained in your letter.

We have repeated your comments below to facilitate your review.

*    *    *    *    *

Form 10-K for the Year Ended December 31, 2017

Notes to Consolidated Financial Statements

13. Insurance Liabilities

Liability for Unpaid Losses and Loss Adjustment Expenses
(Loss Reserves)

Loss Development Information

Supplemental Information, page 237

 1. Please refer to your response to our prior comment 2. We continue to believe that ASC 944-40-50-4B
requires disclosure in a tabular format, as of the date of your latest annual balance sheet presented, undiscounted information
about claims development by accident year on a net basis after risk mitigation through reinsurance. That is, the effects of risk
mitigation are depicted by accident year for each calendar year of the table, not simply the most recent calendar year. While we
appreciate that there are unique aspects to your Adverse Development Reinsurance Agreement and understand that your depiction of
claims development on a gross basis provides useful information, we note that your current disclosure does not appear to comply
with this requirement. Please propose incremental tabular disclosure that depicts as of your latest annual balance sheet date undiscounted
information about your reinsurance recoverable by accident year for the number of years depicted in your existing tables. Also
propose disclosure to describe the method used to allocate your reinsurance recoverable under the Adverse Development Reinsurance
Agreement to the six lines of business to which it relates and to explain the factors that may cause these allocations to change,
as disclosure within the “Reinsurance” factor on page 237 is vague.

AIG Response

We have divided our response to the Staff requests into two
separate sections below. The first section will provide insight and rationale for our proposed additional tabular disclosure that
will represent undiscounted information about our reinsurance recoverable by accident year as of December 31, 2017. The second section will provide our proposed disclosure within the “Reinsurance”
factor on page 237 to describe the method used to allocate our reinsurance recoverable under the ADC to the six lines of business
to which it relates.

Propose incremental tabular disclosure
that depicts as of your latest annual balance sheet date undiscounted information about your reinsurance recoverable by accident
year for the number of years depicted in your existing tables.

AIG Response

For the Staff’s
convenience, as part of our first section we also provide a comprehensive summary (i.e. review) of the Adverse Development
Cover Reinsurance Agreement with National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway Inc.
(the “ADC”), including the purpose, pricing and U.S. GAAP treatment of the ADC. In addition, we include the
rationale for our existing tables which provides context for our new proposed table. We then discuss the new proposed table
and provide our rationale for including the ADC impact beginning in 2016 forward. We have previously discussed all of these
areas in our recent telephone conferences with the Staff.

    2

 1. Adverse Development Cover – Key Terms, Purpose, Pricing and Accounting for the ADC

 a. Key Contract Terms

As disclosed in our 2017
10-K (pages 221 and 222), we entered into the ADC on February 3, 2017 (the “ADC Execution Date”). It covered
substantially all of our U.S. long-tailed commercial liabilities including U.S. Workers' Compensation, U.S. Excess Casualty,
U.S. Other Casualty,  U.S. Financial Lines, U.S. Property and Special Risks and U.S. Personal Insurance (collectively, the “Covered Lines”). The ADC provides reinsurance protection from
NICO of 80 percent of the future aggregate cumulative claims payments for the Covered Lines in excess of $25
billion (the “ADC Attachment Point”) for claims paid after December 31, 2015 for losses incurred prior to January
1, 2016 (the “ADC Inception Date”) with NICO’s limit of liability under the contract of $20 billion
(calculated as 80 percent of the difference between the $50 billion contract limit and the $25 billion contract attachment
point). We are responsible for the first $25 billion of claims paid for the Covered Lines. At December 31, 2017, based on our
estimates of the future aggregate cumulative claims payments on the Covered Lines, recoveries from NICO were
expected to be $13.2 billion on an undiscounted basis and the remaining limit on the contract was $6.8 billion.

 b. Purpose of the ADC

We entered into the ADC because it provided
us with risk mitigation through reinsurance by limiting our exposure to potential future unexpected adverse development on the
Covered Lines. The Covered Lines represents the portfolio of our long-term commercial lines businesses and is presented in various
tables in our short-duration disclosures in our public filings. Given their nature, they tend to be among our more complex property
and casualty liabilities. For a particular accident year, losses can emerge over several years, and in some cases, there is no
time limit for an insured to make a claim.

    3

 c. ADC Pricing

We paid total consideration of $10.2 billion,
which was based on the unpaid loss reserves of the Covered Lines as of the ADC Inception Date and the future actuarially estimated
related cash flows of the Covered Lines. This price was negotiated with NICO in contemplation of both our and NICO’s estimates
regarding the magnitude and timing of future claims payments on the Covered Lines as of the
ADC Execution Date (i.e., all prior changes in estimate recorded by us were factored into the contract negotiation). The
price incorporated both financing and reserve risk as follows:

 · Financing – As of December
31, 2017, we expect to receive $13.2 billion (effectively the intrinsic value of the fact that the ADC is “in the money”
at inception) from NICO through reinsurance recoveries between 2020 and 2064 based on our projections. We also considered NICO’s
credit quality and our expectation of the ultimate timing and magnitude of future reinsurance recoveries
from NICO.

 · Reserve risk – Consideration
of the risk of volatility in the Covered Lines  transferred to NICO.

 d. U.S. GAAP Accounting Treatment

Under U.S. GAAP accounting guidance (ASC
944-605-25 and ASC 944-605-35), the ADC is accounted for as retroactive reinsurance because it covers past insurable events (meaning
that NICO will reimburse us for claims that will emerge or be paid IN THE FUTURE, after the ADC Inception Date, related to insurance
events occurring in the PAST and PRIOR to the ADC Inception Date).

In line with U.S. GAAP for
ceding companies, retroactive reinsurance is considered a financing of an existing obligation, with no immediate gain
recognition. In accordance with ASC 944-605-35-9, since the reinsured liabilities (based on actuarial projections of
cumulative future claims settlement costs) were in excess of the amount paid to NICO, we recorded a deferred gain on the ADC,
which will be amortized over the estimated remaining settlement period (i.e., in excess of 40 years) utilizing the effective
interest rate inherent in the $10.2 billion consideration paid and our estimate of the amounts and timing of the future
reinsurance recoveries, which totaled $13.2 billion as of December 31, 2017. ASC 944-605-35-11 requires that any subsequent
changes in the estimated amount of the reserves (i.e. future adverse or favorable development) on the Covered Lines to be
recognized immediately in the income statement in the period of the change. However, under ASC 944-605-35-12 through 35-13,
the amortization of the deferred gain would be recalculated and future amortization would be adjusted accordingly to
recognize the recalculated deferred gain in line with the adjusted effective yield inherent in our revised estimate of the
amounts and timing of future reinsurance recoveries.

    4

The consequence of this accounting model
is that while adverse development will be reported as incurred losses in the period identified, the benefit from the increase in
the receivable from NICO will be amortized over the reinsurance recovery period.  Alternatively, any favorable development
on the underlying insurance policies of the Covered Lines will reduce the deferred gain reported on the balance sheet until we
are in a cumulative loss position under the ADC, at which point we will recognize an offsetting loss immediately in the income
statement because the benefits of the favorable development in this scenario would fully benefit NICO. U.S. GAAP for retroactive
reinsurance for ceding companies that are in a deferred gain position, which reflects our current circumstances under the ADC,
results in a mismatch in timing of the charge to our income statement and the related reinsurance for such future development.
For example, if there was $300 million in future adverse development on the Covered Lines, we would record a charge of $300 million
through the income statement (increase incurred losses) and increase the unpaid loss reserve liability on the balance sheet. In
addition, the reinsurance related to the hypothetical development would be recorded as an increase to reinsurance recoverable of
$240 million, calculated as 80 percent of $300 million, and an increase to the deferred gain liability of $240 million. The amortization
of the deferred gain would be recalculated and future amortization would be adjusted accordingly to recognize the recalculated
deferred gain over the expected payout period based on management’s revised estimate of the amounts and timing of the reinsurance
recoveries.

 2. Discussion of Approach and Rationale for Our Current Disclosure of Loss and Loss Adjustment
Tables, Net of Reinsurance

As discussed in our telephone
conferences with you and as described in our response to you dated April 10, 2018, the Financial Accounting Standards Board Accounting
Standards Update 2015-09, Disclosures about Short Duration Contracts (the “ASU”), effective December 31, 2016, indicates
the loss development tables should be net of reinsurance ceded. ASC 944-40-50-4B requires tabular disclosure of claims development
by accident year including separate information about (1) incurred claims and allocated claims adjustment expense and (2) paid
claims and allocated claim adjustment expense, both on a net basis after risk mitigation through reinsurance.

    5

We continue to believe that
our current disclosures in our 2017 Form 10-K comply with the ASU by reporting the incurred claims tables net of reinsurance by
table (grouping of lines of business) and by accident year. We also believe that our current disclosures in our 2017 Form 10-K
are the most meaningful presentation of our calendar and accident year loss trends. In particular, our disclosures are net of all
other reinsurance contracts (i.e., quota share, excess of loss, facultative, etc.) from their respective contract inception dates
and, due to the significance of the impacts of the ADC, we provide data on both a gross and net basis of the ADC. Our current disclosure
complies with the ASU for the following reasons:

 a. Most critically, it preserves the historical calendar and accident year loss trends for the Covered
Lines. Reserve development and reserve adequacy on the Covered Lines have been a key focus area from our investors and analysts
in recent years. Given the historical trends of significant prior years adverse development in the Covered Lines, it is
crucial that we maintain such transparency for the users of our financial statements. As described above, we continue to have 20
percent risk on future reserve development up to the remaining limit of the ADC, after which we will retain 100 percent risk on
future reserve development. Therefore, we must maintain transparency regarding loss trends for the Covered Lines.

 b. The ASU did not specifically address how the impact of retroactive reinsurance agreements should
be reflected and allows judgment as to what is most useful to users of our financial statements. As a result, reporting entities
have latitude to select a reasonable approach. The Basis for Conclusions of the ASU, describes that insurers should consider the
information that is most useful to the users of the financial statements as follows: BC32. “[T]he Board decided that the
[loss development triangles and other items] should be communicated in a manner that allows users to understand the amount, timing,
and uncertainty of cash flows arising from its contracts in light of relevant circumstances (such as, but not limited to, business
combinations and the effect of foreign currency exchange rate changes).”

    6

 c. The tabular disclosure requirement in ASC 944-40-50-4B was developed in a manner consistent with
U.S. statutory guidance for completing Schedule P in the U.S. statutory annual statement. Statement of Statutory Accounting Principles
No. 62R, paragraph 29 directs companies to exclude retroactive reinsurance from all schedules and exhibits, which allows for the
evaluation of historical incurred loss trends without the distorting effects of retroactive reinsurance.

 d. As an example to illustrate why our current disclosures are meaningful, if we were only to show
the tables net of the ADC, our U.S. Excess Casualty disclosure would have been the following:

    7

We believe this
presentation would be misleading:

 · Pushing the ADC back to 2016 distorts
prior years' trend and makes it appear as if there was $1,387 million total net favorable development in calendar year 2016 for
accident years 2008 through 2015 ($10,763 million as of calendar year 2015 reduced to $10,166 million as of calendar year 2016,
a net reduction of $597 million comprised of $790 million related to the 2016 accident year and $1,387 million favorable prior
accident year development).

 · It will appear as if more recent accident
years are performing better than older accident years.

 · The prior year development column would
not be consistent with the amounts reflected in our current period income statement. Specifically, we recorded $254 million of
adverse prior year development on U.S. Excess Casualty, as indicated in our current disclosures, not $243 million as indicated
in the revised presentation outlined in the table above.

 · Users of the financial statements would
not be able to understand loss development trends in the Covered Lines without supplemental disclosure.

 e. Our incurred estimates are affected over the years by numerous factors such as:

 · Legislative and judicial changes

 · Claims settlement strategies

 · Reinsurance program changes

 · Underwriti