Delaware | 1-8787 | 13-2592361 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 |
99.1 | Press Release of American International Group, Inc. dated September 25, 2010. |
AMERICAN INTERNATIONAL GROUP, INC. | ||||||||
(Registrant) | ||||||||
Date: September 27, 2010
|
By: | /s/ Kathleen E. Shannon | ||||||
Name: | Kathleen E. Shannon | |||||||
Title: | Senior Vice President and Deputy General Counsel |
Exhibit No. | Description | |
99.1
|
Press Release of American International Group, Inc. dated September 25, 2010. |
News
|
Contact:
|
Mark Herr (News Media) | |||
(O) 212-770-3505 | ||||
(C) 718-685-9348 | ||||
Teri Watson (Investment Community) | ||||
(O) 212-770-7074 |
Nine months ended | Three months ended | |||||||||||||||
31 August | 31 August | |||||||||||||||
2009 | 2010 | 2009 | 2010 | |||||||||||||
(US$ millions) | ||||||||||||||||
Hong Kong |
2,040 | 2,105 | 755 | 765 | ||||||||||||
Thailand |
1,668 | 1,905 | 596 | 683 | ||||||||||||
Singapore |
1,120 | 1,236 | 403 | 440 | ||||||||||||
Malaysia |
520 | 595 | 178 | 205 | ||||||||||||
China |
731 | 808 | 262 | 289 | ||||||||||||
Korea |
1,279 | 1,460 | 452 | 471 | ||||||||||||
Other Markets(1)(2) |
1,019 | 1,218 | 401 | 452 | ||||||||||||
Total |
8,377 | 9,327 | 3,047 | 3,305 | ||||||||||||
(1) | Our other markets include Australia, the Philippines, Indonesia, Vietnam, Taiwan, New Zealand and our interest in our joint venture in India. | |
(2) | Results attributable to our joint venture interest in India are not included in TWPI because we account for this interest using the equity method. See notes 2.4 and 15 of the Accountants Report in Appendix I to our prospectus. |
Nine months ended | Three months ended | |||||||||||||||
31 August | 31 August | |||||||||||||||
2009 | 2010 | 2009 | 2010 | |||||||||||||
(US$ millions) | ||||||||||||||||
VONB (1) |
375 | [463] | 144 | [160] | ||||||||||||
ANP (2) |
1,325 | [1,390] | 552 | [503] | ||||||||||||
New Business Margin(3) |
27 | % | [33] | % | 26 | % | [32] | % |
(1) | VONB is presented after adjustment for Hong Kong reserving and capital requirements, after deducting the after tax value of group office expenses, and excludes the contribution of PT. Asuransi AIA Indonesia, which we disposed in October 2009. | |
(2) | ANP excludes new business of our corporate pension business, of personal lines and motor insurance, as well as of PT. Asuransi AIA Indonesia which we disposed in October 2009. | |
(3) | New business margin is calculated as VONB, excluding the contribution of our corporate pension business, expressed as a percentage of ANP to the nearest per cent. |
Nine months ended | Three months ended | |||||||||||||||
31 August | 31 August | |||||||||||||||
2009 | 2010 | 2009 | 2010 | |||||||||||||
(US$ millions) | ||||||||||||||||
Hong Kong(1) |
138 | [139] | 48 | [45] | ||||||||||||
Thailand |
85 | [115] | 33 | [48] | ||||||||||||
Singapore |
71 | [74] | 25 | [25] | ||||||||||||
Malaysia |
21 | [29] | 8 | [10] | ||||||||||||
China |
32 | [48] | 13 | [18] | ||||||||||||
Korea |
37 | [52] | 20 | [12] | ||||||||||||
Other Markets(2) |
54 | [69] | 20 | [23] | ||||||||||||
VONB before group office expenses
(local statutory basis) |
438 | [526] | 168 | [182] | ||||||||||||
Hong Kong reserving and capital requirements |
(35 | ) | [(32 )] | (14 | ) | (12 | ) | |||||||||
After-tax value of group office expenses |
(28 | ) | [(31 )] | (11 | ) | (10 | ) | |||||||||
VONB after group office expenses (after
Hong Kong reserving and capital
requirement) |
375 | [463] | 144 | [160] | ||||||||||||
(1) | Includes VONB from our corporate pension business of US$12 million and US$5 million for the nine months ended 31 August 2009 and 2010, respectively, and US$2 million and US$1 million in the three months ended 31 August 2009 and 2010, respectively. | |
(2) | Our other markets include Australia, the Philippines, Indonesia, Vietnam, Taiwan, New Zealand and our interest in our joint venture in India. |
2
Nine months ended | Three months ended | |||||||||||||||
31 August | 31 August | |||||||||||||||
2009 | 2010 | 2009 | 2010 | |||||||||||||
(US$ millions) | ||||||||||||||||
Hong Kong |
261 | [265] | 131 | [100] | ||||||||||||
Thailand |
257 | [288] | 101 | [107] | ||||||||||||
Singapore |
112 | [154] | 52 | [72] | ||||||||||||
Malaysia |
81 | [90] | 27 | [29] | ||||||||||||
China |
136 | [141] | 57 | [49] | ||||||||||||
Korea |
245 | [209] | 99 | [63] | ||||||||||||
Other Markets(1) |
233 | [243] | 85 | [83] | ||||||||||||
Total |
1,325 | [1,390] | 552 | [503] |
(1) | Our other markets include Australia, the Philippines, Indonesia, Vietnam, Taiwan, New Zealand and our interest in our joint venture in India. |
Nine months ended | Three months ended | |||||||||||||||
31 August | 31 August | |||||||||||||||
2009 | 2010 | 2009 | 2010 | |||||||||||||
Hong Kong |
48 | % | [50%] | 35 | % | [44%] | ||||||||||
Thailand |
33 | % | [40%] | 32 | % | [45%] | ||||||||||
Singapore |
63 | % | [48%] | 49 | % | [35%] | ||||||||||
Malaysia |
26 | % | [32%] | 29 | % | [36%] | ||||||||||
China |
24 | % | [34%] | 24 | % | [36%] | ||||||||||
Korea |
15 | % | [25%] | 21 | % | [19%] | ||||||||||
Other Markets(1) |
23 | % | [29%] | 24 | % | [28%] | ||||||||||
Total after group office
expenses (after Hong Kong
reserving and capital
requirement) |
27 | % | [33%] | 26 | % | [32%] |
(1) | Our other markets include Australia, the Philippines, Indonesia, Vietnam, Taiwan, New Zealand and our interest in our joint venture in India. |
3
| investment Experience; | ||
| investment income related to investment-linked contracts (consisting of dividends, interest income and rent income); | ||
| investment management expenses related to investment-linked contracts; | ||
| corresponding changes in insurance and investment contract liabilities in respect of investment-linked contracts and participating funds and changes in third party interests in consolidated investment funds resulting from the above; | ||
| policyholders share of tax relating to changes in insurance and investment contract liabilities; and | ||
| other significant items that management considers to be non-operating income and expenses. |
4
| There is no adverse change in the economic conditions, operating environment and demographic fundamentals in the countries in which the Group operates in the 6 month period from 1 June 2010. | ||
| There are no significant fluctuations in the local currency to US dollar exchange rates in the geographical markets in which we operate in comparison with the exchange rates prevailing at 31 July 2010. The Hong Kong dollar remains pegged against the US dollar in the 6 month period from 1 June 2010. | ||
| The regulatory environment in the geographical markets in which the Group operates will remain stable with no significant change in regulatory requirements and government policies. In particular, we have assumed that the solvency margin requirements applicable to our operations will remain unchanged over the forecast period. |
5
annualized new premium or ANP |
a measure of new business activity that is calculated as the sum of 100% annualized first year premiums and 10% of single premiums, before reinsurance ceded, written during the period | |
net profit
attributable to
shareholders of AIA
Group Limited
|
profit for the year after tax and deducting non-controlling interests | |
new business margin
|
new business margin is calculated as VONB expressed as a percentage of ANP. For the calculation of new business margin for our Hong Kong reporting segment and for the total for the AIA Group, VONB excludes VONB from our corporate pension business so that the numerator and denominator are expressed on a consistent basis | |
operating profit
|
operating profit refers to profit before tax excluding investment experience; investment income related to investment-linked contracts; investment management expenses related to investment-linked contracts; corresponding changes in insurance and investment contract liabilities in respect of investment-linked contracts, participating funds and changes in third party interests in consolidated investment funds resulting from the above; policyholders share of tax relating to changes in insurance and investment contract liabilities; and other significant items that management considers to be non-operating income and expenses | |
total weighted
premium income or
TWPI
|
total weighted premium income consists of 100% of renewal premiums, 100% of first year premiums and 10% of single premiums (which we refer to as weighted single premiums); it provides an indication of the AIA Groups longer term business volumes as it smoothes the peaks and troughs in single premiums | |
value of new
business or VONB
|
the present value, measured at point of sale, of projected after-tax statutory profits emerging in the future from new business sold in the period less the cost of holding required capital in excess of regulatory reserves to support this business. The basis for determining VONB is different, and may differ in material respects, from our audited consolidated financial information set forth in the Accountants Report included as Appendix I to our prospectus. The value of new business for each reporting segment reflects the local statutory reserving and capital requirements while the total results reflect the overall Hong Kong statutory reserving and capital requirements applicable to AIA and AIA-B. |
6
Financial Update September 2010 |
AIA confidential and proprietary information. Not for distribution. |
Disclaimer This document and any oral commentary, statements, questions, answers and responses at the 3Q10 results update (the 3Q10 Results Update) held in connection with the proposed initial public offering of the Company (collectively, the document) has been prepared by AIA Group Limited (the Company) and its advisors solely for use at the 3Q10 Results Update. Document in this disclaimer shall be construed to include. |
The information contained in this document has been extracted from a draft prospectus which remains subject to completion, regulator comments and ongoing diligence and verification. No representation or warranty expressed or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of such information or opinions contained herein. The information and opinions contained herein are subject to change without notice. The accuracy of the information and opinions contained in this document is not guaranteed. The information and data contained in this document with respect to (i) the 12-month period ending on 31 August 2010, (ii) the nine-month periods ending on 31 August 2009 and 31 August 2010, (iii) the quarterly periods included during the period from and including 1 September 2007 to and including 31 August 2010 and (iv) any other periods has not been audited, should not be used for or appear in any research report or similar document and is provided for your information only. Neither the Company, Citigroup Global Markets Asia Limited, Deutsche Bank AG, Hong Kong Branch, Goldman Sachs (Asia) L.L.C. or Morgan Stanley Asia Limited (the Joint Sponsors), nor any of their respective affiliates or any of their directors, officers, employees, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any information contained or presented in this document or otherwise arising in connection with this document. |
This document contains statements that reflect the Companys current beliefs and expectations about the future as of the respective dates indicated herein. These forward-looking statements are based on a number of assumptions about the Companys operations and factors beyond the Companys control and are subject to significant risks and uncertainties, and, accordingly, actual results may differ materially from these forward-looking statements. These forward-looking statements are not a guarantee of future performance. |
Accordingly, you should not place undue reliance on any forward-looking information. Each of the Company and the Joint Sponsors assumes no obligation to update or otherwise revise these forward-looking statements for new information, events or circumstances that occur subsequent to such dates. |
This document does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company or any holding company or any of its subsidiaries in any jurisdiction or an inducement to enter into investment activity. No part of this document, nor the fact of its distribution, shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. No shares of the Company may be sold in the United States or to U.S. persons without registration with the United States Securities and Exchange Commission except pursuant to an exemption from, or in a transaction not subject to, such registration. In Hong Kong, no shares of the Company may be offered to the public unless a prospectus in connection with the offering for sale or subscription of such shares has been authorized by The Stock Exchange of Hong Kong Limited for registration by the Registrar of Companies under the provisions of the Companies Ordinance (Cap.32 of the Laws of Hong Kong), and has been so registered. |
By accepting this document, you agree to maintain absolute confidentiality regarding the information contained in this document (until notified by the Joint Sponsors that research publication is permitted). This document forms a part of the Confidential Information as defined in the confidentiality agreement previously signed by you. These materials are given to you solely for your own use and information, and no part of this document may be copied or reproduced, or redistributed or passed on, directly or indirectly, to any other person (whether within or outside your organization/firm) in any manner or published, in whole or in part, for any purpose. Unauthorized copying or reproduction, or redistribution of this document or any information contained herein to any person could result in material delay to, or otherwise prejudice the success of, the Global Offering. No part of this document may be distributed, reproduced, taken or transmitted into Australia, Canada, the European Economic Area, France, Ireland, Italy, Japan, the Peoples Republic of China (the PRC), Singapore, Switzerland, the United Arab Emirates, the United Kingdom or the United States or its territories. Any failure to comply with these restrictions may constitute a violation of the relevant securities laws. |
The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States, Canada, Australia, the PRC or Japan and, subject to certain exceptions, may not be offered or sold within the United States, Canada, Australia, the PRC or Japan or to any national, resident or citizen of the United States, Australia, Canada, the PRC or Japan. |
AIA confidential and proprietary information. Not for distribution. 2 |
Key Highlights Continued long-term premium growth ¯ New record for 4-quarter average renewals at US$2.7 Bn ¯ TWPI growth across all markets both on a 9M and quarterly basis Upward new business momentum confirmed on a 9M basis ¯ Improved volume as well as profitability despite recent events ¯ 9M10 vs. 9M09: ANP ?5%, VONB margin ?6 pps, and VONB?23% 3Q new business trends mixed across markets ¯ Moderate growth in quarterly ANP partially offset by short term margin movements ¯ Hong Kong, Singapore and Korea remain most affected by the recent events AIA confidential and proprietary information. Not for distribution. 3 |
Continued Long-Term Premium Growth |
New Record for 4-Quarter Average Renewals TWPI and Renewal Premium 4-Quarter Moving Average (US$ Bn) 3.1 3.1 3.1 3.0 3.0 3.0 2.9 2.9 2.9 2.8 2.8 2.8 2.7 2.6 2.4 2.4 2.5 2.4 2.4 2.4 2.4 2.4 2.3 2.2 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 TWPI Renewal Premiums Source: AIA AIA confidential and proprietary information. Not for distribution. 4 |
Sustained Increase in Value of New Business YTD ANP (US$ MM) 1,390 5% 1,325 VONB Margin (1) 33% 6 pps 27% |
9M09 9M10 9M09 9M10 9M09 9M10 |
Source: AIA (1) HK stat basis; excludes corporate pension businesses from VONB in the calculation of VONB margin |
(2) HK stat basis; includes corporate pension businesses in VONB |
AIA confidential and proprietary information. Not for distribution. 5 |
3Q2010 New Business Trends Quarterly ANP Grew 12%; VONB Impacted by Targeted Low-Margin Sales |
ANP (US$ MM) |
503 450 12% |
VONB Margin (1) 34% 2pps |
32% |
VONB (2) (US$ MM) |
5% 160 152 |
2Q10 3Q10 2Q10 3Q10 2Q10 3Q10 Source: AIA (1) HK stat basis; excludes corporate pension businesses from VONB in the calculation of VONB margin |
(2) HK stat basis; includes corporate pension businesses in VONB |
AIA confidential and proprietary information. Not for distribution. 6 |
Key Highlights |
Continued long-term premium growth ¯ New record for four-quarter average renewals at US$2.7 Bn |
¯ TWPI growth across all markets both on a 9M and quarterly basis Upward new business momentum confirmed on a 9M basis |
¯ Improved volume as well as profitability despite recent events ¯ 9M10 vs. 9M09: ANP ?5%, VONB margin ?6 pps, and VONB?23% |
3Q new business growth up 12% despite enduring uncertainty following Prudential approach ¯ Q-on-Q ANP growth in all big six markets bar Korea and Malaysia |
¯ Other markets also up 12% overall |
AIA confidential and proprietary information. Not for distribution. 7 |