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8-K - FORM 8-K - AMERICAN INTERNATIONAL GROUP, INC. | y87579e8vk.htm |
Exhibit 99.1
American International Group, Inc., and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
June 30, 2010
Pro Forma Adjustments (a) | ||||||||||||||||
(in millions except share data) | Historical | AIA | ALICO | Pro Forma | ||||||||||||
Assets: |
||||||||||||||||
Investments: |
||||||||||||||||
Fixed maturity securities: |
||||||||||||||||
Bonds available for sale, at fair value |
$ | 315,489 | $ | (53,263 | ) | $ | | $ | 262,226 | |||||||
Bond trading securities, at fair value |
27,486 | (2,230 | ) | | 25,256 | |||||||||||
Equity securities: |
||||||||||||||||
Common and preferred stock available for sale, at fair value |
11,016 | (5,165 | ) | | 5,851 | |||||||||||
Common and preferred stock trading, at fair value |
5,276 | (4,788 | ) | 8,874 | (b) | 9,362 | ||||||||||
Other investments |
160,735 | (9,323 | ) | 152 | (c) | 163,066 | ||||||||||
11,770 | (b) | |||||||||||||||
(268 | )(c) | |||||||||||||||
Total investments |
520,002 | (63,267 | ) | 9,026 | 465,761 | |||||||||||
Premiums and other receivables, net of allowance |
18,329 | (676 | ) | | 17,653 | |||||||||||
Reinsurance assets, net of allowance |
24,414 | (82 | ) | | 24,332 | |||||||||||
Deferred policy acquisition costs |
28,970 | (10,300 | ) | | 18,670 | |||||||||||
Current and deferred income taxes |
3,999 | (4,367 | ) | (625 | (993 | ) | ||||||||||
(5,974 | )(d) | |||||||||||||||
Other assets |
38,958 | (2,438 | ) | | 35,904 | |||||||||||
(616 | )(d) | |||||||||||||||
Separate account assets, at fair value |
53,803 | (6,894 | ) | | 46,909 | |||||||||||
Assets held for sale |
162,056 | (107,069 | ) | 54,987 | ||||||||||||
Total assets |
$ | 850,531 | $ | (88,640 | ) | $ | (98,668 | ) | $ | 663,223 | ||||||
Liabilities: |
||||||||||||||||
Liability for unpaid claims and claims adjustment expense |
$ | 85,604 | $ | | $ | | $ | 85,604 | ||||||||
Future policy benefits for life and accident and health insurance
contracts |
92,949 | (45,409 | ) | | 47,540 | |||||||||||
Policyholder contract deposits |
156,758 | (12,697 | ) | | 144,061 | |||||||||||
Other liabilities |
79,923 | (9,833 | ) | 190 | (e) | 70,280 | ||||||||||
Federal Reserve Bank of New York credit facility |
26,457 | (3,509 | )(d) | | 22,948 | |||||||||||
Other long-term debt |
108,286 | (499 | ) | | 107,787 | |||||||||||
Separate account liabilities |
53,803 | (6,894 | ) | | 46,909 | |||||||||||
Liabilities held for sale |
142,104 | | (93,468 | ) | 48,636 | |||||||||||
Total liabilities |
745,884 | (78,841 | ) | (93,278 | ) | 573,765 | ||||||||||
Redeemable noncontrolling interests in partially owned
consolidated subsidiaries |
1,923 | | | 1,923 | ||||||||||||
AIG shareholders equity: |
||||||||||||||||
Preferred stock |
||||||||||||||||
Series E; $5.00 par value; 400,000 shares issued, at aggregate
liquidation value |
41,605 | | | 41,605 | ||||||||||||
Series F; $5.00 par value; 300,000 shares issued, at aggregate
liquidation value of $7,543 |
7,378 | | | 7,378 | ||||||||||||
Series C; $5.00 par value; 100,000 shares issued, at aggregate
liquidation value of $0.50 |
23,000 | | | 23,000 | ||||||||||||
Common stock, $2.50 par value; 5,000,000,000 shares
authorized, 141,777,208 shares issued |
354 | | | 354 | ||||||||||||
Treasury stock, at cost; 6,660,908 shares of common stock |
(873 | ) | | | (873 | ) | ||||||||||
Additional paid-in capital |
6,297 | 6,297 | ||||||||||||||
Accumulated deficit |
(12,120 | ) | 9,861 | (f) | 789 | |||||||||||
(6,908 | )(d) | (674 | )(d) | |||||||||||||
Accumulated other comprehensive income |
9,829 | (2,908 | ) | (1,230 | ) | 5,691 | ||||||||||
Total AIG shareholders equity |
75,470 | 6,953 | 1,818 | 84,241 | ||||||||||||
Noncontrolling interests: |
||||||||||||||||
Noncontrolling nonvoting, callable, junior and senior
preferred interests held by Federal Reserve Bank of New York |
25,567 | (16,354 | )(g) | (7,206 | )(g) | 2,007 | ||||||||||
Other |
1,687 | (59 | ) | (154 | ) | 1,287 | ||||||||||
(339 | )(c) | 152 | (c) | |||||||||||||
Total noncontrolling interests |
27,254 | (16,752 | ) | (7,208 | ) | 3,294 | ||||||||||
Total equity |
102,724 | (9,799 | ) | (5,390 | ) | 87,535 | ||||||||||
Total liabilities and equity |
$ | 850,531 | $ | (88,640 | ) | $ | (98,668 | ) | $ | 663,223 | ||||||
See Note 3 to the Pro Forma Condensed Consolidated Financial Statements.
5
American International Group, Inc., and Subsidiaries
Pro Forma Condensed Consolidated Statement of Income (Unaudited)
Six Months Ended June 30, 2010
Pro Forma Adjustments(a) | ||||||||||||||||
(dollars in millions, except share data) | Historical | AIA | ALICO | Pro Forma | ||||||||||||
Revenues: |
||||||||||||||||
Premiums and other considerations |
$ | 25,075 | $ | (4,808 | ) | $ | - | $ | 20,267 | |||||||
Net investment income |
10,931 | (1,588 | ) | 4 | (b) | 9,368 | ||||||||||
21 | (b) | |||||||||||||||
Net realized capital gains (losses): |
||||||||||||||||
Net other-than-temporary impairments on
available for sale securities recognized in
income from continuing operations |
(1,434 | ) | 30 | | (1,404 | ) | ||||||||||
Other realized capital gains |
375 | (264 | ) | | 111 | |||||||||||
Total net realized capital losses |
(1,059 | ) | (234 | ) | | (1,293 | ) | |||||||||
Other income |
4,946 | (3 | ) | | 4,943 | |||||||||||
Total revenues |
39,893 | (6,612 | ) | 4 | 33,285 | |||||||||||
Benefits, claims and expenses: |
||||||||||||||||
Policyholder benefits and claims incurred |
21,035 | (3,968 | ) | | 17,067 | |||||||||||
Policy acquisition and other insurance expenses |
7,829 | (1,275 | ) | | 6,554 | |||||||||||
Interest expense |
3,885 | (168 | )(c) | | 3,717 | |||||||||||
Other expenses |
3,784 | (26 | ) | (7 | ) | 3,751 | ||||||||||
Total benefits, claims and expenses |
36,533 | (5,437 | ) | (7 | ) | 31,089 | ||||||||||
Income from continuing operations before
income tax expense (benefit) |
3,360 | (1,175 | ) | 11 | 2,196 | |||||||||||
Income tax expense (benefit) |
(112 | ) | (199 | ) | 177 | 264 | ||||||||||
Income from continuing operations |
3,472 | (1,374 | ) | (166 | ) | 2,441 | ||||||||||
Less: |
||||||||||||||||
Net income from continuing operations
attributable to noncontrolling interests: |
||||||||||||||||
Noncontrolling nonvoting, callable, junior
and senior preferred interests held by Federal
Reserve Bank of New York |
1,027 | (758 | )(d) | (186 | )(d) | 83 | ||||||||||
Other |
139 | (7 | ) | 4 | (b) | 160 | ||||||||||
24 | (b) | |||||||||||||||
Net income from continuing operations
attributable to AIG |
$ | 2,306 | $ | (633 | ) | $ | 16 | $ | 1,689 | |||||||
Income from continuing operations per common
share attributable to AIG: (e) |
||||||||||||||||
Basic |
$ | 3.44 | $ | 2.52 | ||||||||||||
Diluted |
$ | 3.44 | $ | 2.52 | ||||||||||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
135,745,903 | 135,745,903 | ||||||||||||||
Diluted |
135,807,313 | 135,807,313 | ||||||||||||||
See Note 4 to the Pro Forma Condensed Consolidated Financial Statements.
6
American International Group, Inc., and Subsidiaries
Pro Forma Condensed Consolidated Statement of Loss (Unaudited)
Year Ended December 31, 2009
Pro Forma Adjustments(a) | ||||||||||||||||
(dollars in millions, except share data) | Historical | AIA | ALICO | Pro Forma | ||||||||||||
Revenues: |
||||||||||||||||
Premiums and other considerations |
$ | 54,767 | $ | (9,264) | $ | | $ | 45,503 | ||||||||
Net investment income |
20,373 | (5,214) | 10 | (b) | 14,980 | |||||||||||
(189) | (b) | |||||||||||||||
Net realized capital gains (losses): |
||||||||||||||||
Net other-than-temporary impairments on
available for salesecurities recognized in
loss from continuing operations |
(6,303 | ) | (372) | | (6,675 | ) | ||||||||||
Other realized capital gains (losses) |
368 | (66) | | 302 | ||||||||||||
Total net realized capital losses |
(5,935 | ) | (438 | ) | | (6,373 | ) | |||||||||
Other income |
12,918 | (4) | | 12,914 | ||||||||||||
Total revenues |
82,123 | (15,109 | ) | 10 | 67,024 | |||||||||||
Benefits, claims and expenses: |
||||||||||||||||
Policyholder benefits and claims incurred |
52,798 | (10,419) | | 42,379 | ||||||||||||
Policy acquisition and other insurance expenses |
16,942 | (2,528) | | 14,414 | ||||||||||||
Interest expense |
15,184 | (1,702) | (c) | (304) | (c) | 13,178 | ||||||||||
Other expenses |
12,061 | (21) | (11) | 12,029 | ||||||||||||
Total benefits, claims and expenses |
96,985 | (14,670 | ) | (315 | ) | 82,000 | ||||||||||
Income (loss) from continuing operations before
income tax expense (benefit) |
(14,862 | ) | (439 | ) | 325 | (14,976 | ) | |||||||||
Income tax expense (benefit) |
(1,500 | ) | (1,071) | (782) | (3,353 | ) | ||||||||||
Income (loss) from continuing operations |
(13,362 | ) | 632 | 1,107 | (11,623 | ) | ||||||||||
Less: |
||||||||||||||||
Net income (loss) from continuing operations
attributable to noncontrolling interests: |
||||||||||||||||
Noncontrolling nonvoting, callable, junior
and senior preferred interests held by Federal
Reserve Bank of New York |
140 | 404 | (d) | 50 | (d) | 594 | ||||||||||
Other |
(1,574 | ) | (174) | 10 | (b) | (1,738 | ) | |||||||||
Net income (loss) from continuing operations
attributable to AIG |
$ | (11,928 | ) | $ | 402 | $ | 1,047 | $ | (10,479 | ) | ||||||
Loss from continuing operations per common
share attributable to AIG: (i) |
||||||||||||||||
Basic |
$ | (97.72 | ) | $ | (87.01 | ) | ||||||||||
Diluted |
$ | (97.72 | ) | $ | (87.01 | ) | ||||||||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
135,324,896 | 135,324,896 | ||||||||||||||
Diluted |
135,324,896 | 135,324,896 | ||||||||||||||
See Note 4 to the Pro Forma Condensed Consolidated Financial Statements.
7
American International Group, Inc., and Subsidiaries
Note 1 Basis of Presentation
The unaudited Pro Forma Condensed Consolidated
Statements of Income (Loss) for the year ended
December 31, 2009 and the six-month period ended June 30, 2010 give effect to the initial public offering of
AIA Group Limited (AIA) and sale of American Life Insurance Company (ALICO) as if they had occurred on
January 1, 2009. The unaudited Pro Forma Condensed Consolidated Balance Sheet at June 30, 2010
gives effect to the dispositions as if they had occurred on June 30, 2010. The details of these transactions are described in Item 2.01 of this Current Report.
The unaudited pro forma condensed consolidated financial statements have been prepared from
available information and management estimates in accordance with the requirements of the
Securities and Exchange Commission and do not purport to be indicative of the financial condition
or results of operations of AIG as of such date or for such periods, nor are they necessarily
indicative of future results. However, the pro forma adjustments reflected in the accompanying
unaudited pro forma consolidated financial information reflect estimates and assumptions that AIG
believes to be reasonable.
Note 2 Use of Net Cash Proceeds
Under the limited liability company agreements of AIA Aurora LLC, a special
purpose vehicle formed by AIG to hold AIA (AIA Aurora), and ALICO Holdings LLC, a special purpose
vehicle formed by AIG to hold ALICO (ALICO Holdings), net cash proceeds from the initial public
offering (IPO) of AIA and from the sale of ALICO would be distributed to the members of AIA Aurora
and ALICO Holdings, respectively, with distributions made first to the Federal Reserve Bank of New
York (FRBNY) in its capacity as holder of the preferred interests in AIA Aurora and ALICO Holdings.
However, under AIGs Agreement in Principle to recapitalize AIG (the Recapitalization) with
the FRBNY, the United States Department of the Treasury and the AIG Credit Facility Trust, net cash
proceeds from the IPO of AIA and from the sale of ALICO will instead be placed into escrow. Upon
the closing of the Recapitalization, net cash proceeds from the AIA IPO and from the sale of ALICO
will first be loaned to AIG and used to repay amounts owed under the FRBNY credit facility (FRBNY
Credit Facility) provided under the Credit Agreement, dated as of September 22, 2008, between AIG
and the FRBNY. Any amount of the net cash proceeds remaining after repayment of the FRBNY Credit
Facility would then be distributed to the FRBNY to reduce the liquidation preference of the FRBNYs
preferred interests in AIA Aurora and ALICO Holdings as described above. AIG holds the common
interests in AIA Aurora and ALICO Holdings and will generally receive distributions only after the
preferred interests have received all required distributions.
If the Recapitalization transactions are not completed, it is expected that the escrow
arrangement would terminate and that net cash proceeds would be distributed as originally
contemplated by the limited liability company agreements of AIA Aurora and ALICO Holdings. In that
case, it is expected that, of the approximately $20.2 billion of net cash proceeds from the IPO of
AIA, approximately $16 billion plus accrued, but unpaid, preferred returns would be distributed to
the FRBNY as holder of the preferred interests in AIA Aurora, with the balance distributed to AIG
as holder of the common interests and used to repay amounts owing under the FRBNY Credit Facility;
and that $7.2 billion in net cash proceeds from the sale of ALICO would be distributed to the FRBNY
as holder of the preferred interests in ALICO Holdings.
These pro forma condensed consolidated financial statements do not give effect to the
provisions of the Recapitalization Agreement in Principle, as these transactions are subject to
negotiation and execution of definitive agreements.
Note 3 Unaudited Pro Forma AIA and ALICO Adjustments to Condensed Consolidated Balance Sheet
(a) | IPO of AIA reduced AIGs ownership percentage to approximately 33 percent. Unless otherwise noted, adjustments reflect AIGs deconsolidation of AIA and elimination of ALICO held for sale balance sheet amounts at June 30, 2010. | |
(b) | Represents AIGs retained interest in AIA after the IPO and the portion of proceeds from the sale of ALICO representing equity securities of MetLife. | |
(c) | Entries to reflect the effects of changes in AIGs ownership interests held by AIA and ALICO in variable interest entities that result in the deconsolidation or recognition of noncontrolling interests. | |
(d) | Represents remaining proceeds of $3.5 billion from the AIA IPO applied as a mandatory prepayment of the FRBNY Credit Facility, after reducing the liquidation preference on the preferred interests held by the FRBNY. Also reflects associated write-off of prepaid commitment fee asset. | |
(e) | Represents amount of liabilities to be retained. | |
(f) | Represents gains on the AIA IPO and the sale of ALICO. Also includes the reversal of accrued dividends, accretion and residual value on participation interests relating to reducing the liquidation preference on the preferred interests held by the FRBNY. | |
(g) | Represents the application of cash proceeds from AIAs IPO and the sale of ALICO to reduce the liquidation preference on the preferred interests held by the FRBNY with the remaining AIA net cash proceeds used to paydown the FRBNY Credit Facility. |
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Note 4 Unaudited Pro forma AIA and ALICO Adjustments to Condensed Consolidated Statements of
Income (Loss)
(a) | Upon completion of the IPO of AIA, AIGs ownership percentage was reduced to approximately 33 percent. Unless otherwise noted, adjustments relate to the deconsolidation of AIA from AIGs results. Results from ALICO are not included in continuing operations herein as ALICO was presented as a discontinued operation. | |
(b) | Entries to reflect the effects of changes in AIGs ownership interests held by AIA and ALICO in variable interest entities that result in the deconsolidation or recognition of noncontrolling interests. | |
(c) | Reflects adjustments to interest expense, including periodic amortization of the prepaid commitment fee asset following the application of proceeds. | |
(d) | Reflects the effects of the application of cash proceeds on previously recognized preferred interest returns. | |
(e) | Computed in accordance with AIGs earnings per share calculation methodology, as set forth in Note 16 to the Consolidated Financial Statements included within AIGs Form 8-K dated August 6, 2010 after giving effect to pro forma adjustments above. |
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