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Filed by American International Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: American General Corporation
Commission File No. 1-7981
On May 14, 2001, American International Group, Inc. Chairman and Chief
Executive Officer M.R. Greenberg made a presentation at the Goldman Sachs
Financial Services Conference in New York. The following is a transcript of Mr.
Greenberg's remarks.
GOLDMAN SACHS FINANCIAL SERVICES CONFERENCE
AIG AROUND THE WORLD
MR. TOM CHELNOKI, Goldman Sachs: On behalf of my colleagues at Goldman Sachs, I
would like to extend my welcome to you at our Ninth Annual Financial Services
Conference. In keeping with our theme of "A Premium for Execution," I can think
of no better company than AIG. Over the years I have followed the nonlife
insurance industry, AIG has generated a seamless and predictable earnings
stream, not only through organic growth, but also through strategic
acquisitions. With respect to the latter, I would note that AIG's agreement to
acquire American General takes the company to yet a higher level.
It is my great pleasure to introduce Hank Greenberg, who has not only
had the vision to create a globally diversified financial services organization,
but more importantly, a focused execution strategy. Before I give the mike to
Mr. Greenberg, he has asked me to read the following:
"Mr. Greenberg's comments may contain forward-looking statements. AIG
refers you to the AIG annual report on Form 10-K for the year ended
December 31, 2000, for a description of the business environment in
which AIG operates, and the important factors that may affect its
business. AIG is not under any obligation to and expressly disclaims
any obligations to update or alter its forward-looking statements,
whether as a result of new information, future events or otherwise."
With that out of the way, let me turn the podium over to Hank.
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MR. MAURICE R. GREENBERG, Chairman and Chief Executive Officer, AIG: Thank you
and good morning. I thought I would take you on a tour of AIG and our businesses
around the world, and following that, I would be glad to take your questions.
We had a pretty good first quarter. We were up about 15 percent across
all our lines of business. Let me start with domestic property-casualty. As you
know, rates have been increasing now for about six months. We predicted that
rates would begin to turn at the end of 1999, and they have. Each month they
continue to increase in most lines of business. In our judgment, the industry is
still not getting enough rates in many classes of business, even with the
current rate increases. That is for a number of reasons. For many companies
reserves are questionable and the outlook, unless they get more rates, will not
be a happy ending. We do not see competition coming in to any degree that would
change that outlook -- in our judgment, rates will continue to rise. You may
find an odd company just coming into a class of business without much capacity
that will undercut a particular risk or two, but we do not see that as a trend.
The reinsurance industry has been fairly disciplined. Many companies that have
reinsurance treaties that will renew on July 1 will have even greater difficulty
getting capacity in many classes.
All that is very healthy. We remain very disciplined in underwriting.
Our profit center structure works on that basis. We do not write any risk
knowingly that would not make an underwriting profit. We believe underwriting
profit is the basic business of a property-casualty insurer, and we will
continue to remain disciplined in that way.
As a company we are very innovative. Product innovation and
distribution are two of the strengths of AIG. We have one of the lowest expense
ratios, if not the lowest, in the
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property-casualty-commercial-industrial field, which is obviously a great
advantage -- especially at this particular time when rates are going up. We get
a double benefit from that.
So we would look for rates to continue to strengthen, at least for the
next couple of years. Can you put a timetable on that? As of today, for me the
outlook is the environment will stay fairly tight for some time.
Let me carry that forward. Rates are increasing in the U.K. and have
been. They are going up on the Continent of Europe -- not as much as we would
like to see in many classes, but they are rising. Asia has been a mixed bag. It
is not necessary in many markets, and in the few that are necessary, rates are
going up. Latin America has also been a mixed bag, but results have not been as
bad as the U.K., the U.S. and Continental Europe. So from a property-casualty
point of view, we are fairly optimistic that this environment will continue.
In personal lines, as most of you know, we are growing okay and
increasing rates. We should begin to see some impact in the third and fourth
quarters. If we cannot get rate increases in some states, we just cut back on
what we are doing. We are fairly optimistic, though, that personal lines will
continue to grow at AIG on the types of businesses we want to underwrite. We are
not an agency-driven personal lines company. It is direct marketing, 21st
century, surcharged auto business, which responds very quickly to price
increases. Most companies in the market are increasing prices. State Farm has
been hanging out on its own, but they do not have the whole market. We are
fairly comfortable that will turn the underwriting profitable in the next
several quarters.
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Our foreign general business continues to be very good. It runs in the
low 90s on the combined ratio, and from time to time we even break that into the
high 80s. Business is very good globally. We have a very big business
particularly in Asia, but we are growing in every region of the world. Obviously
foreign exchange and the translation of bringing what you do in local currencies
back to U.S. dollars has an impact, but we have to measure our business in local
currency. So you do have some change in the top line, particularly when you
bring it back into U.S. dollars. But our business is very good. I would say it
is the outstanding franchise for general insurance for any company of the world.
There is no way you can replicate that, or certainly not in the lifetime of
anybody sitting in this room.
Our life business had a very good quarter. Most of our life business,
as you know, has been international. That will change going forward. I will
comment on some acquisitions in a few moments. We made an important one in Japan
that will add to the bottom line in the future. Overall, life was very good. We
were strong in Asia, our businesses in China and Central Europe are growing. In
Latin America we have a wide range of business opportunities. I see no reason
that will not continue to do quite well.
SunAmerica had a good first quarter. Retirement savings is a global
business that will continue to grow significantly. Obviously there was some
slowdown in the retail fund business, which everybody has experienced. But it
was not as bad as we thought it might be, and we think it will continue to pick
up.
Financial services was good overall. ILFC is a home run. Our airline
leasing business is very good. Everything is leased and we have some important
orders coming on. We started in the freighter business by acquiring a few new
aircraft and placing them pretty
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quickly. We will add to that periodically as market needs continue to rise. AIG
Financial Products had a very good beginning this year. They had a super year
last year, and I see no reason they will not continue to grow as they have.
Our other asset management business is doing quite well. We have about
$35 billion overall under management. We have probably one of the largest
private equity funds -- about $10 billion under management now -- several
infrastructure funds, all of which are fairly new. So the carried interest is
yet to come in the future, assuming we do well in managing these funds, and we
think we will. That is a source of income that has not yet been realized.
Let me go back to talk about some of the acquisitions. I will start
with Chiyoda, which we took title to about a month ago. As you know in Japan in
the life insurance industry, many companies have been troubled. They promised
more than they could deliver. If you are going to run a life company, you have
to be a very good trustee for other people's money. You cannot promise more than
you deliver in any business, but particularly in a life insurance company.
Under a new law enacted in Japan about a year ago, instead of going for
a total bankruptcy, a company could file for reorganization, name a sponsor and
that sponsor would work with them to restructure the company. It was a beauty
contest, but AIG was selected by Chiyoda. We have known them for some time and
we were pleased to do that. We took title, and it added about 7,000 agents right
now. We may shrink that down a little for quality. They have about $20 billion
of U.S. assets, and we think we can grow this company quite well.
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We have already started off by introducing very simple products to the
sales organization. You have to remember they have not been doing anything for
about the last 15 months while this company was going through its problems. They
were just hungry for new products. We put in some new products. The first one
was a cancer product. They are selling 1,000 policies a day from a dead stop,
and that will continue to ramp up. We are putting in all our other products that
ALICO Life Company in Japan has. So we expect this to be a very significant
opportunity for AIG going forward that should begin to be visible early next
year.
Let me say something about American General, because I suppose some of
you have some mild interest in that. I think all the press releases have said
all you really need to know at this moment. Who knows how long the regulatory
process will take, but we estimate in around three to five months, somewhere in
that framework, we will close. It fits AIG very well. Currently our general
insurance and life insurance operating incomes are about equal, and close to 15
percent in financial lines and something obviously smaller in asset management.
But this will increase our domestic life business quite significantly and add to
retirement savings, and potentially to asset management. We see a lot of retail
fund opportunities in this acquisition.
We did not make this acquisition for expense savings. While there will
be expense savings, that is not the purpose. We believe it will balance our
business quite well, but also create new opportunities for top-line growth in
life, consumer finance, retirement savings and cross-marketing. There are new
product opportunities we can push through their distribution system. They have a
very diverse distribution system on the domestic life side
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that we think will be very helpful to AIG's product innovation capabilities.
Their bank annuity business is probably the best in the country, and we will
fold ours and SunAmerica's into that. The non-qualified business of American
General will go to SunAmerica and the qualified to Valic [ed. query]. We see all
kinds of benefits from that. There will be rollover benefits as Valic retirees
get lump-sum funds. We have the mutual funds that will be tied to that as
quickly as possible. So we see tremendous business opportunities.
Obviously there will be expense savings and they will be quite
significant, but that is not the reason we focused on this company. The world we
live in is different than it was just a year or two ago. Our foreign policy is
different, the global economy is somewhat different. I think it is having a
stronger business in the U.S. -- not to say we will neglect our international
business, which is the crown jewel of AIG -- but this was an opportunity we
could not overlook. Having a stronger domestic life business and retirement
savings business, which is a global opportunity, was something we wanted to do
for some time. I think at every gathering at which I spoke, I said we wanted to
find a domestic life company at the right time, in the right place, at the right
price. We think this met all those requirements.
Let me say something about the global economy. Let me start with Japan.
While they have a new Prime Minister who sounds like he wants to be an agent of
change, change comes very slowly in Japan. The process does not lend itself to
rapid change. The economy continues to be quite weak. Interest rates are
virtually zero. Our business is very good in Japan because there has been and
will be a flight to quality. We broke a record in ALICO sales last year and the
first quarter of this year. Now with changing Chiyoda's name
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to AIG Star Life, it will take on a new life of its own and have the same
ratings AIG has. It will be a very strong performer in that country. But Japan
is a weak economy, and I do not anything that will change that in the next
several months. It will take quite some time.
U.S.-China relations are not exactly the best of all times. Our foreign
policy has changed vis-a-vis China. China changed an accident to an incident,
and did not handle it wisely. I just came back from China about 10 days ago. I
had a long meeting with Zhu Rongji, the Premier. I do not think public diplomacy
is the way to carry on relations between countries that have some differences.
Private diplomacy goes much further -- and that goes for both countries. If you
play to the nationalism and public opinion of either country, you can rile up a
population unnecessarily as unfortunately took place over that incident.
You have China coming into the WTO, if and when. If they do not come in
by June, which is unlikely, we have to re-vote their Most Favored Nation status.
It will not be such a pushover this time. There will be a lot of heat let off by
a lot of people in Congress over what happened, but I do think it will pass and
China will ultimately come into WTO. In my opinion, one of the holdups is that
when China negotiated WTO status, they negotiated some terms and conditions that
the negotiators did not truly understand. As they try to implement the details
of the Geneva talks, for the first time they recognize that some of the things
will create more hardships than they realized. China has to reconcile that
politically. Many of the ministries and state-run industries see the competition
brought in by WTO as greater than anticipated. There is a debate going on in
China how to get that done and still become a member of WTO. I think it is
difficult to anticipate the outcome of discussions
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behind closed doors, but China ultimately will come into WTO in the foreseeable
future -- although I don't know about October. That is my prediction.
The relationship has to get back on a better track. Many of you may
recall that when Clinton first became president we went through the same war
dance. The relationship went to an all-time low, and only when it hit bottom did
it get back on track and move forward. Any new president has to get a feel for
relationships, and every new president is tested. It is too important a
relationship to continue looking at each other cross-eyed. I must say that I
think the business community has been somewhat marginalized with Congress. This
is not the time to start advocating anything supportive of that relationship,
but I think that will change in several months.
The European economy is not exactly buoyant. Latin America has a
problem with Argentina and the question of whether they can hold the peg [ed.
query]. So the world economy, and our own, are not exactly breaking records. So
you have a global economy that is different than it was a year or so ago. Having
said that, I think for the companies that are well positioned, have the right
strategy and people, and the right relationships, will outperform those who do
not have that depth by a country mile.
I view the next couple of years as being very good for AIG. What we
have put in place over the last couple of years will help quite a bit. With the
property-casualty business being countercyclical to the rest of the economy, it
will certainly help. I come away from all this saying I think we will do all
right. I think American General will add to the top and bottom lines for AIG.
I will stop right here, and I will be glad to take your questions.
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QUESTIONS AND ANSWERS
QUESTION: Could you give us an update on the political battle with Fannie Mae
and Freddie Mac, and where you see that going?
MR. GREENBERG: Fannie Mae originally was chartered to do certain things --
essentially to buy mortgages in the secondary market. If Fannie Mae would stick
to its charter instead of charter-creep, we would not have a political battle.
But Fannie Mae's balance sheet has an implied guarantee from the U.S.
government. It pays no state tax, and has ratings and leverage it would not have
without that implied guarantee. That makes it a difficult competitor if it
expands into your backyard. We are a public company. We get no guarantees from
the U.S. government and we pay state taxes. If this is a market economy, then we
want to be able to compete on a level playing field. What will Congress do? I
cannot answer that. I know there are some attempts to put Fannie Mae under the
Fed as the regulator to insure a proper risk management approach to Fannie Mae.
I think that will go on for some time. But for the first time I see concern in
Congress that Fannie and Freddie ought to stick more to what they were intended
to do, rather than expand into areas they were not intended for.
QUESTION: There were several defunct life insurance companies in Japan. Why did
you choose Chiyoda?
MR. GREENBERG: It was not only that we chose them. We looked at a number of
others. It is a beauty contest; they also have to choose you. It is like a
marriage, a bilateral agreement. We are in the hunt for another one, Tokyo
Mutual, that has three people in it -- AIG, Dido Life and GE. We are looking all
the time, but it not something you can just say,
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"I want to buy this one, or help reorganize that one," unilaterally. They have
to choose you, and the trustee appointed by the court has to approve you as a
sponsor. That is a long and arduous process. It took months of negotiations to
end up with that.
QUESTION: You talked about China politically. Could you describe what you see on
the evolution of financial services there, and which lines of business will
provide benefit to AIG over time?
MR. GREENBERG: We have more licenses to operate there than any other foreign
company in China. We are in Shanghai, Shenzhen, Foshan and Guangzhou. We have
life operations in all those cities and they are growing quite well, and all
forms of life insurance. We have a nonlife license in the same cities, but
limited, as all foreigners currently are, to foreign joint venture. That
business is growing quite well and profitability. We are profitable in our
insurance businesses in China.
We also have asset management businesses in China. We hope one day to
have a consumer finance business in China. Those are the businesses we currently
do or hope to do. As China comes into WTO, the opening of other cities and areas
of China is inevitable, in accord with a schedule previously agreed upon. In the
first three years and then five years, virtually he whole country would open up.
We have been getting ready for that by training lots of people at our training
center. We are bringing people in from different places in China where we hope
to operate. They currently sell for us as agents in our existing business, and
then we will move them back to their native areas. We have a long-term strategy
for China.
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QUESTION: Clearly with American General you get a consumer finance part of it.
You have been growing credit cards in the Far East. Where do you see the
greatest advantages for consumer finance and the credit card business as you
look around globally?
MR. GREENBERG: For AIG, obviously the first place would be Asia, where we
started. We started this about two and one-half years ago, and we are profitable
in both consumer finance and credit card operations. We will have a million
cards in just a few countries in Asia by the end of this year. We started in
Hong Kong, Philippines, Taiwan and a consumer finance company in Thailand. We
will also be starting a credit card operation there this year. We are starting a
consumer finance operation from scratch in Japan. Remember, we have millions of
policy holders in these countries, so we have a natural market to sell to. We
also have a consumer finance operation in Argentina that is profitable, and one
in Poland. We will add to these countries as we need to or should. Asia will be
very big in this field for some time. We have not scratched the surface there
yet.
QUESTION: Could you address the same global, strategic growth plan for your
asset management business?
MR. GREENBERG: Let me break it down into two parts -- the institutional and
private equity, and the retail firms. We have a pretty good private equity fund
business covering every region of the world, and infrastructure funds that cover
just about every region of the world now. We first began infrastructure in Asia.
It was a $1 billion fund, and the second Asia fund is close to $2 billion. That
is almost invested. Then we had an Asia opportunity fund that is close to $1
billion. Then we have a Latin America infrastructure fund that was
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$1 billion and will be starting a second one very soon. We have one in Eastern
Europe and one in Africa, and even one in the United States.
Then we have a lot of specialty institutional funds, and we will
continue to add to those as needs exist. We have investment people all over the
world working for AIG and third-party asset managers.
On the retail side, we are growing both here and in Japan. In a lot of
countries now with equity-linked life insurance -- some call it variable life,
equity linked or universal life, different labels but the same thing -- we
either sell our funds or somebody else's funds, depending on the need in the
particular product. Europe has become an almost open architecture, and that is
taking place globally. So even though you do not have your own distribution in a
particular country, you can market your funds with or without a life product, if
you have something that differentiates you from somebody else's product. That
will continue to grow.
But distribution is king. In everything we do, we have an eye on
distribution. Japan is a savings market, not an investment market, as many firms
have found out. You have to develop products that have a savings element to them
if you would successfully market them. We have a growing annuity business along
with our life business in Japan. Variable annuity is starting slowly, but it
will catch on. We are building other distribution as well as what we have. We
have thousands of agents, many of whom are becoming financial advisors in many
countries. They will continue to market not only our existing products but new
products as we develop them for this market. So we have both the manufacturing
and
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distribution capability, more than any other company I know of. We will continue
to add to that, because that is what will dominate the marketplace --
distribution.
We have also built alliances with many other companies. Bancassurance
is a growing relationship with AIG worldwide. Bank of China is a new one that
will sell both life insurance and other asset management products. We have
bancassurance arrangements in many countries around the world, and that
continues to grow. So distribution and product innovation will be how we grow
our business, other than the institutional asset management.
QUESTION: Would you comment on Berlusconi, the apparent successor in Italy's
Prime Ministerial election, and how that might impact Europe's insurance
climate?
MR. GREENBERG: Italy offers a big opportunity for asset management. We have a
start-up operation in that country on asset management. We have a relationship
with several big unions and banks. We have had a nonlife business there for
years. Life has been small for us in Italy. We are always on the hunt for
something new in Italy, and we are kind of optimistic about it. It is one of the
countries we focused on for developing asset management and a life operation. I
am optimistic about it.
QUESTION: On the Japan front, do you see any further bankruptcies in the
Japanese life insurance companies, or do you think the willingness of foreigners
to come in and help with the restructuring will solve the problem? Do you
believe that the government will allow the life companies to begin dropping
crediting rates on in-force business without having to go into a restructuring
mode?
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MR. GREENBERG: To take the latter question first, there has been talk about
that, letting them reduce the crediting rate. That will take an Act of Diet to
do that, and politically it will be very difficult -- of course, it is possible.
I do not think there are too many more life companies that will go through a
restructuring. I think there may be one or two more, but not too many. I guess
that the FSA and the rest will try to keep that from occurring. I think the
worst is over for the life sector. On the question of crediting rates, obviously
if the market suddenly went down to 9,000 or 10,000 again and interest rates
remained at zero, they would have to do something more. But I do not think that
will happen.
QUESTION: Could you comment on your acquisition of Hartford Steam Boiler, and
what steps have been required to improve prospects there?
MR. GREENBERG: That is going quite well. They are ahead of their budget.
Remember, I think the Hartford Steam Boiler is the premier company in its niche
market. We are extending their business model overseas in many areas, and put it
together with our Star Tech, which is in the energy field. We will do quite well
together. They have always had a high expense ratio because of their engineering
costs are supposed to produce business that is virtually loss-free. The run a
combined ratio in the 80s. We have taken a great deal of expense out of that
small company, restructuring their business model somewhat. They are doing very
well. They are ahead in production, they have cut expenses, they are ahead on
their loss ratio.
Look at the worldwide opportunities for them. I just came back from
China, and we have some engineering stationed there to work with the power
industry to help the Chinese power industry -- and Hartford Steam Boiler,
obviously. It is a huge potential marketplace.
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I am optimistic about how it fits into AIG. It is a nice niche business and I am
very pleased we acquired it.
They have contracts with many U.S. companies to provide that service to
them. We have a wall between AIG companies and Hartford Steam in that part of
the business so there is no information leakage back and forth. That is going
quite well, too. They are adding new clients almost every quarter. I am pleased
with the way that is coming along. Dick Pultz [ed. query] has done a good job
there.
QUESTION: Given the role of distribution in all your businesses, what is the
biggest change occurring on the distribution front and how is AIG responding to
those changes? And second, could you comment on the funding agreement business
that SunAmerica is involved with and the outlook for that business. MR.
GREENBERG: Let me take the second question first. Are you talking about the GIC
business? The guaranteed investment contract business is going quite well. They
are having a good year and I expect that to continue. The distribution is
changing. Instead of having a life agent as the exclusive distribution model for
life companies, the life business has changed. It is an asset management
business, retirement savings business and a life business, all wrapped together.
You distribute through securities firms, through banks, broker-dealers -- it is
no longer a unilateral-type distribution. It is much more complex and
diversified. It can be direct and other ways. It depends on the part of the
world you are in. In Asia it is still principally agents, but they are more
sophisticated. Now they have laptops and are financial advisors in addition to
being life agents. They are selling equity-linked products, mutual funds that
are wrapped.
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On the nonlife side it depends on the sector of the business you are
in. Personal lines is everything -- agent, direct, Internet, credit card
distribution and everything you can think of. Commercial-industrial insurance is
still a corporate broker who is the major distributor, and will be for some
time. We are in every kind of distribution. Distribution is how you push your
product out. You can manufacturer it, but you have to get it out.
QUESTIONER: Can your profitability be enhanced by owning your distribution?
MR. GREENBERG: In some cases. It depends, again, on what part of the world you
are in. In Asia we own the distribution. In the United States we distribute
through brokers. That does not mean you want to own the broker. There you have
to have an arm's length independence. Distributing retail products through banks
does not mean you want to own a bank. Having bancassurance deals gives us
multiple banks to do business with, rather than owning one bank.
QUESTION: Your comments on power made me think about what is going on in
California. I would be interested if you think there are any insurance
implications in terms of business interruption, DNO [ed. query] or anything like
that, but also generally a broader view of that industry and the implications.
MR. GREENBERG: This is an insurance conference. I think our energy policy has
been kind of backward, there is no question about that. I think we are paying
the price for it right now. I believe in environmental concerns, as any
thoughtful person does, but you have to balance the two and have power as well.
I think we have been neglecting things. We did not build rigs for quite some
time. Natural gas could have been more aggressively developed. There are ways of
cleansing coal so it does not pollute the environment. There
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could be tax incentives to do that. In fact, we have a number of machines
acquired in AIG Financial Products last year that hardly exist anymore. That
will be a great benefit to AIG in the next year or so because these have already
been placed, and you get very handsome tax benefits from that.
The insurance implications in California, there will be some losses for
some who had different types of policies out there, but it will not be
devastating. QUESTION: Could you explain the financial arrangements of your
sponsorship of Chiyoda?
MR. GREENBERG: We put in $500 million of capital. That is it. [Laughter]
QUESTIONER: Are the regulators subsidizing this in some way?
MR. GREENBERG: It is all negotiated. They have a term called "voba," which is
equal to goodwill. You have to write that off over a period of time, say 10
years in this case. Chiyoda, like many troubled companies in the beginning, had
a lot of surrenders of in-force business. Surrenders reduce the liability of the
company, so that rapidly writes off the goodwill. A lot of actuarial work went
into this and we are quite comfortable that the company will be profitable very
quickly. But our capital contribution was $500 million, and the return on equity
should be quite handsome.
MR. CHELNOKI: With that, I would like to thank Mr. Greenberg. We will have lunch
after this. [Applause]
[43 minutes]