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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment
No. 2)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
or
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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)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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13-2592361
(I.R.S. Employer
Identification No.) |
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70 Pine Street, New York, New York
(Address of principal executive offices)
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10270
(Zip Code) |
Registrant’s telephone number, including area code (212) 770-7000
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
Common Stock, Par Value $2.50 Per Share
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New York Stock Exchange |
5.75% Series A-2 Junior Subordinated Debentures
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New York Stock Exchange |
4.875% Series A-3 Junior Subordinated Debentures
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New York Stock Exchange |
6.45% Series A-4 Junior Subordinated Debentures
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New York Stock Exchange |
7.70% Series A-5 Junior Subordinated Debentures |
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New York Stock Exchange |
Corporate Units (composed of stock purchase contracts and junior
subordinated debentures)
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New York Stock Exchange |
NIKKEI 225® Index Market Index Target-Term Securities®
due January 5, 2011
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NYSE Arca |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.
Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
The aggregate market value of the voting and nonvoting common equity held by nonaffiliates of
the registrant computed by reference to the price at which the common equity was last sold of
$34.44 as of June 30, 2010 (the last business day of the registrant’s most recently completed
second fiscal quarter), was approximately $4,168,000,000.
As
of July 30, 2010, there were outstanding 135,126,343 shares of Common Stock, $2.50 par
value per share, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
Explanatory Note
Information required by Item 11 of Form 10-K
was incorporated into the Annual Report on
Form 10-K of American International Group, Inc. (AIG) for the year ended December 31, 2009 (as amended,
the 2009 Annual Report on Form 10-K) by reference to the definitive proxy statement for AIG’s 2010
Annual Meeting of Shareholders, dated April 12, 2010 (the 2010 Proxy Statement).
This amendment (Amendment No. 2) to the 2009 Annual Report on Form 10-K is being filed
solely for the purpose of providing additional detail regarding the compensation of the executive officers of AIG that were named
in the 2010 Proxy Statement (the named executives). This additional detail relates to the determination of the incentive compensation awards to the named executives. Other
than this additional detail, no other information provided under Item 11 of the 2009 Annual Report
on Form 10-K and no other Item of the 2009 Annual Report on Form 10-K is affected by this Amendment No. 2.
AIG does not consider the information provided in this Amendment No. 2 to constitute a material change to the
Item 11 disclosure in the 2010 Proxy Statement. All unchanged information has been omitted from this Amendment No. 2.
Item 11. – Executive Compensation
The
information included in the section “Compensation Discussion and
Analysis — Compensation Decisions for 2009 —Incentive Awards” of
the 2010 Proxy Statement is hereby deleted and replaced in its entirety by the following:
Incentive Awards. For each of the current named executives, the Special Master required that
incentive awards be granted based on objective performance metrics developed in consultation with
the Special Master, and for Mr. Benmosche, the Special Master was also required to formally review
and approve the actual amount awarded. The metrics were selected to reflect objectives deemed
critical for the stabilization of AIG’s businesses and the successful implementation of AIG’s
restructuring.
For Mr. Benmosche, the performance metrics were designed to reflect the performance of AIG’s
business as a whole, and comprised particular measures related to:
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Metric |
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Achievement |
• Risk management and capital
preservation, consisting specifically of (1)
avoiding negative changes in Standard &
Poor’s and Moody’s ratings or outlook on
AIG’s senior unsecured debt and (2)
maintaining and enhancing an appropriate
control environment |
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(1) Standard & Poor’s and
Moody’s ratings and outlook sustained; and (2)
additional control procedures
initiated in the third and fourth quarters (including enterprise-wide revalidation of
balances, reviews of entities previously out-of-scope and reviews of
corporate consolidation process and divestiture accounting) and
control environment enhanced
through staff additions/changes |
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• Reviewing
and revising (1) AIG’s
restructuring plan and (2) cost control measures
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(1) Restructuring plan amended to
reflect improving market
conditions, new leadership and
changes in restructuring
strategy; and (2) corporate
infrastructure and consulting
spending reviewed and master agreements for several key vendors
implemented |
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• The stabilization of AIG’s talent
pool
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Key senior team positions filled,
including: EVP, Finance, Risk and Investments; EVP, Legal Compliance,
Regulatory Affairs and Government Affairs & General Counsel; SVP
& Director of Internal Audit; SVP, Human Resources and
Communications; SVP & Chief Administrative Officer
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• Repayment of debt, including the
closing of the AIA and ALICO SPV
transactions
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AIA and ALICO SPV transactions
closed December 2009 |
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• Specific achievements by key
businesses, including improved sales and
customer retention in the life and
retirement services business, improved
customer retention and underwriting in the
Chartis business and continued de-risking of
the AIG Financial Products Corp. portfolio
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Domestic Life and Retirement
Services: Profitability and pricing improved from 2008 levels: pre-tax
operating income improved each quarter in 2009, returned to
profitability by second quarter; premiums, deposits, and other
considerations stabilized and improved over 2008 levels; surrenders
reduced from 2008 levels
Chartis: as set forth below for Messrs. Moor and Walsh
AIG Financial Products Corp.: Significant reductions in risk
and financial exposure achieved: trade counts reduced from over
40,000 to approximately 16,900; notional amount of risk reduced from
approximately $2.7 trillion to approximately $1 trillion; gross
automatic termination event risk reduced from over $20 billion to
approximately $5.1 billion; interest rate changes risk, equity market
volatility risk, commodity price volatility risk, foreign exchange
rate risk, Commodities Index Book risk all reduced
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For Mr. Herzog, performance criteria were generally similar to Mr. Benmosche’s, because, as
Chief Financial Officer, his responsibilities also extend to the entire company. With respect to
(1) risk management and capital preservation and (2) repayment of debt, Mr. Herzog had the
following additional specific metrics:
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Metric |
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Achievement |
• Risk management and
capital preservation:
Rebalance asset/liability cash
flow profiles to align
maturing debt with free cash
flow from operations and
pursue liquidity generation
measures in a timely and cost
efficient manner
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Significant progress made in asset
monetization at AGF, AIG Risk and Capital
Committee established, third party
repurchase lines reestablished, and
commercial paper borrowing from CPFF
reduced |
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• Repayment of debt:
Ensure timely repayment of all
maturing subsidiary debt
without recourse to AIG parent
company
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Maturing debt obligations of AGF met
without assistance from AIG,
although ILFC required AIG
assistance |
For Mr. Moor, who serves as President and Chief Executive Officer of Chartis, AIG’s
property-casualty insurance business, performance metrics were based on the performance of the
Chartis business. These metrics were:
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Metric |
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Achievement(1) |
• Increasing return on equity, operating
income, GAAP equity and U.S. statutory surplus
from the prior year period and maintaining a risk
based capital ratio over 400 percent
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Return on equity improved from 2008
and operating income increased (both excluding significant
catastrophes and potential reserve charges relating to prior year
development and after taking the preceding into account), GAAP equity
increased, U.S. statutory surplus increased, risk based capital ratio
maintained over 400 percent |
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• Filling
key positions at Chartis and
maintaining staffing levels
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Key positions for the integration of Chartis domestic and
foreign operations
filled, and
voluntary turnover
improved |
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• Avoiding the use of capital from AIG
parent
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Net dividends provided to AIG
parent |
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• Restoring normal business retention rates
and improving pricing terms
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Business retention and pricing improved |
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• Implementing a new investment strategy to
rebalance the investment portfolios
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Duration of U.S. asset portfolio
reduced |
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• Improving the Chartis insurance
companies’ A.M. Best capital adequacy ratio
score
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Ratio improved from approximately
125 to approximately 180 |
For Mr. Walsh, performance criteria were identical to those used for Mr. Moor, as Mr. Walsh’s
responsibilities were primarily linked to Chartis International.
For Mr. Martin, who serves as President and Chief Executive Officer of ALICO, the performance
metrics related to the performance of ALICO. The specific metrics consisted of:
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Metric |
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Achievement |
• Completion of the ALICO SPV
transaction
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Completed December 2009 |
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• Achieving targets for various
solvency ratios, including risk based capital
ratio (over 400 percent), S&P-CAR ratio (over
175 percent) and local solvency ratios
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All targets achieved |
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• Achieving targets for first year
premiums/sales ($1.8 billion) and GAAP
pre-tax operating income ($2.2 billion)
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First year
premiums/sales: $1.6
billion; GAAP pre-tax
operating income: $2.1
billion |
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• Build and maintain liquidity buffer
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Achieved |
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• Continued progress towards a
potential sale or initial public offering of
the business
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Achieved, including completion of
all due diligence to fully support sale of ALICO |
Mr. Benmosche’s performance metrics were established immediately before the Special Master’s
formal approval of his arrangements on October 2, 2009. The Special Master released the
determination relating to the other members of the Top 25 on October 22, 2009, and the Committee
discussed performance metrics for the current named executives in the Top 25 in early
November. The Special Master released the determination relating to the Top 26-100 on December 11,
2009 and required consultation on the performance metrics. AIG provided proposed metrics to the
Special Master, and the Special Master approved the performance metrics for Messrs. Herzog, Moor,
Martin and Walsh on December 27, 2009. The Committee formally adopted, and reviewed performance
against, the agreed metrics on December 28, 2009. The Committee reviewed performance against Mr.
Benmosche’s metrics on March 9, 2010. Based on these reviews, the Committee determined that each
of the current named executives had substantially achieved or exceeded his target performance
levels. Based on performance generally at or above target, the Committee decided to award
incentive compensation to the current named executives at the target level.
(1) Evaluated
on basis of nine-month performance or more recent information where
available, in light of timing.
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Item 15. |
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Exhibits, Financial Statement Schedules |
(b) Exhibits.
The Exhibit Index listed under Part IV, Item 15(b) of AIG’s 2009 Annual Report on Form 10-K is
hereby amended such that the following documents are added to the Exhibit Index and are included as
exhibits to the 2009 Annual Report on Form 10-K:
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Exhibit |
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Number |
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Description |
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Location |
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31 |
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Rule 13a-14(a)/15d-14(a) Certifications |
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Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Annual Report on Form 10-K/A (Amendment No. 2) to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 24th day of August, 2010.
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AMERICAN INTERNATIONAL GROUP, INC.
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By |
/s/ Robert H. Benmosche
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(Robert H. Benmosche, President and Chief Executive Officer) |
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exv31
Exhibit 31
CERTIFICATIONS
I, Robert H. Benmosche, certify that:
1. I have reviewed this Annual Report on Form 10-K/A (Amendment No. 2) of American
International Group, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report.
Date:
August 24, 2010
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/s/ Robert H. Benmosche
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Robert H. Benmosche |
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President and Chief Executive Officer |
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CERTIFICATIONS
I, David L. Herzog, certify that:
1. I have reviewed this Annual Report on Form 10-K/A (Amendment No. 2) of American
International Group, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report.
Date:
August 24, 2010
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/s/ David L. Herzog
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David L. Herzog |
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Executive Vice President and Chief Financial Officer |
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