01—Abstract
Summary
Summary of the 10-K/A filed March 31, 2011. Cited figures are marked; the original filing is the authoritative source.
This is Amendment No. 1 (Form 10-K/A) to American International Group, Inc.'s annual report for the fiscal year ended December 31, 2010, filed March 31, 2011.
The amendment was filed solely to add three exhibits required under the TARP Standards for Compensation and Corporate Governance: Exhibit 31 (Rule 13a-14(a)/15d-14(a) certifications) and Exhibits 99.1 and 99.2 (Section 111(b)(4) EESA certifications by CEO Robert H. Benmosche and CFO David L. Herzog).
No other Item of the original 2010 10-K is affected, and the financial statements, business description, risk factors, and results of operations are not included in this filing. For investors, the document provides limited financial information. It reports that the aggregate market value of common equity held by non-affiliates was approximately $4.397 billiona, based on the closing price at the end of the second fiscal quarter of 2010, and that 1,795,503,716 shares of common stock were outstanding as of January 31, 2011.
AIG is a Delaware corporation headquartered at 180 Maiden Lane, New York, and is a large accelerated filer. Its listed securities on the NYSE include common stock, stock purchase rights, warrants expiring January 19, 2021, several junior subordinated debenture series, and corporate units. The certifications focus on governance and executive compensation.
The officers certify that the Compensation and Management Resources Committee reviewed senior executive and employee compensation plans for risk, that clawback provisions apply to bonuses based on inaccurate financial statements, that golden parachute payments and tax gross-ups were prohibited, and that bonus payments were limited and approved by the Office of the Special Master for TARP Executive Compensation. Investors seeking earnings, balance sheet, or business performance data should consult the original 2010 Form 10-K.
02—Key points
Key Highlights
- Filing type and purpose: This is a limited Amendment No. 1 to the 2010 Form 10-K, filed solely to add Exhibits 31, 99.1, and 99.2 required under TARP compensation and governance standards. No other Item is affected.
- No financial statements included: The amendment does not contain audited financials, MD&A, or segment results, so it cannot be used to evaluate AIG's 2010 profitability, liquidity, or capital position.
- Public float: Aggregate market value of common stock held by non-affiliates was approximately $4.397 billion, measured at the close of the second fiscal quarter of 2010.
- Shares outstanding: 1,795,503,716 shares of common stock ($2.50 par value) were outstanding as of January 31, 2011.
- TARP executive compensation certifications: CEO Robert H. Benmosche and CFO David L. Herzog certified compliance with EESA Section 111 requirements, including clawbacks, golden parachute and gross-up prohibitions, bonus limits, and Treasury-approved compensation structures.
- Listed securities: Common stock, stock purchase rights, warrants expiring January 19, 2021, several junior subordinated debenture series, and corporate units are all listed on the NYSE.
- Filer status: AIG is a Delaware corporation and a large accelerated filer, and it indicated it is not a shell company or well-known seasoned issuer.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2010filed March 31, 2011Financial Statements
FY2010 against FY2009
| Line item | FY2010FY2009 | Change |
|---|---|---|
| Revenue | $72.83B$75.45B | −3.5% |
| SG&A Expenses | $10.16B$6.82B | +49.1% |
| Operating Income | $11.08B-$10.95B | +201.2% |
| Interest Expense | $6.74B$14.36B | −53.0% |
| Net Income | $10.06B-$10.95B | +191.9% |
| Shares Outstanding (Basic) | 136.59M135.32M | +0.9% |
| Shares Outstanding (Diluted) | 136.65M135.32M | +1.0% |
05—Questions
Frequently Asked Questions
Why did AIG file this 10-K/A amendment?
AIG filed Amendment No. 1 to add exhibits required under the TARP Standards for Compensation and Corporate Governance. These consist of Rule 13a-14 certifications (Exhibit 31) and CEO and CFO certifications under Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008 (Exhibits 99.1 and 99.2). No other part of the original 2010 annual report was changed.
Does this filing include AIG's 2010 financial results?
No. The amendment omits the financial statements, MD&A, and business sections, which remain in the original 2010 Form 10-K. Investors should review that original filing for revenue, earnings, capital, and reserve information.
What do the TARP compensation certifications mean for investors?
The certifications state that AIG's compensation committee reviewed executive and employee pay plans for excessive risk, that clawback provisions apply to bonuses based on inaccurate financials, and that golden parachutes and tax gross-ups were prohibited during 2010. They also state that bonus payments were limited and approved by the Office of the Special Master. These statements concern governance and pay practices rather than financial performance.
How large is AIG's public float and how many shares are outstanding?
The aggregate market value of common equity held by non-affiliates was approximately $4.397 billion, based on the closing price at the end of the second quarter of 2010. As of January 31, 2011, there were 1,795,503,716 common shares outstanding.
06—Continue