01—Abstract
Summary
Summary of the 10-K/A filed March 31, 2010. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 1 (Form 10-K/A) to American International Group's 2009 Annual Report on Form 10-K, filed March 31, 2010.
It contains no financial statements, results, or business disclosures. Its sole purpose is to add two exhibits required by the TARP Standards for Compensation and Corporate Governance: Exhibit 99.1, a certification by CEO Robert H. Benmosche, and Exhibit 99.2, a certification by CFO David L.
Herzog. Both certify under Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008 that the Compensation and Management Resources Committee reviewed senior executive and employee compensation plans for risk, that clawback provisions and golden parachute, gross-up, and luxury expenditure restrictions are in place, and that AIG has substantially complied with its Treasury agreements for the period from June 15, 2009 through December 31, 2009. For investors, the amendment's main value is governance context.
It confirms AIG's continued compliance with conditions attached to U.S. government TARP support, including limits on bonuses and perquisites for the most highly compensated employees and a commitment to permit non-binding shareholder resolutions on senior executive pay. The filing does not disclose AIG's 2009 revenues, earnings, balance sheet, or compensation amounts.
Those details must be found in the original 2009 Form 10-K and related proxy materials. The amendment also states that no other Item of the original 2009 Form 10-K is affected, so the rest of that report remains the operative source for AIG's financial condition and risk profile.
02—Key points
Key Highlights
- Form 10-K/A (Amendment No. 1) filed March 31, 2010, to the 2009 Annual Report, solely to add two TARP-required exhibits.
- Exhibit 99.1 is CEO Robert H. Benmosche's certification under Section 111(b)(4) of EESA covering compensation risk review and limits for the period June 15, 2009 to December 31, 2009.
- Exhibit 99.2 is CFO David L. Herzog's certification with the same scope, covering the Compensation and Management Resources Committee's review of senior executive and employee compensation plans.
- The certifications attest to clawback provisions for bonuses based on materially inaccurate financial results for the SEOs and the next 20 most highly compensated employees.
- AIG certified that it prohibited golden parachute payments, gross-ups, and bonus payments outside Treasury-approved limits, and that it adopted an excessive or luxury expenditures policy.
- The filing contains no financial statements, earnings, or balance sheet data; the amendment states no other Item of the original 2009 10-K is affected.
- Rule 13a-14(a)/15d-14(a) certifications are also included as exhibits.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2009filed March 31, 2010Financial Statements
FY2009 against FY2008
| Line item | FY2009FY2008 | Change |
|---|---|---|
| Revenue | $75.45B-$6.84B | +1203.0% |
| SG&A Expenses | $6.82B$20.83B | −67.3% |
| Operating Income | -$10.95B— | — |
| Interest Expense | $14.36B$15.71B | −8.6% |
| Net Income | -$10.95B-$99.29B | +89.0% |
| Shares Outstanding (Basic) | 135.32M131.71M | +2.7% |
| Shares Outstanding (Diluted) | 135.32M131.71M | +2.7% |
05—Questions
Frequently Asked Questions
Does this filing contain AIG's 2009 financial results?
No. This amendment only adds Exhibits 99.1 and 99.2 and states that no other Item of the original 2009 Form 10-K is affected. AIG's financial results should be taken from the original 2009 Annual Report on Form 10-K.
Why was this amendment filed?
It was filed to add two certifications required by the TARP Standards for Compensation and Corporate Governance under Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008. These certifications confirm compliance with government compensation restrictions tied to TARP support.
What period do the compensation certifications cover?
They cover the period beginning June 15, 2009 and ending December 31, 2009. The Committee's review of compensation plans covers the six-month period beginning September 14, 2009.
What compensation restrictions did AIG certify it has in place?
AIG certified it requires clawbacks of bonuses based on materially inaccurate financial statements for senior executive officers and the next 20 most highly compensated employees. It also certified it prohibited golden parachute payments and gross-ups, limited bonus payments, adopted an excessive or luxury expenditures policy, and will disclose perquisites above $25,000 and any compensation consultant engagements.
Who signed the certifications?
Robert H. Benmosche, President and Chief Executive Officer, signed Exhibit 99.1, and David L. Herzog, Executive Vice President and Chief Financial Officer, signed Exhibit 99.2. Both are dated March 31, 2010.
06—Continue