AIG 2011 Annual Report Download - page 345

American International Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents a rollforward of preferred stock:
Total
AIG AIG AIG AIG Preferred
(in millions) Series E Series F Series C Series D Stock
Balance, January 1, 2009 $ - $ - $ - $ 40,000 $ 40,000
AIG Series C issuance - - 23,000 - 23,000
AIG Series D exchange for AIG Series E 41,605 - - (40,000) 1,605
AIG Series F drawdown - 5,344 - - 5,344
AIG Series F commitment fee - (165) - - (165)
Balance, December 31, 2009 $ 41,605 $ 5,179 $ 23,000 $ - $ 69,784
AIG Series F drawdown - 2,199 - - 2,199
Balance, December 31, 2010 $ 41,605 $ 7,378 $ 23,000 $ - $ 71,983
Shares Exchanged (41,605) (7,378) (23,000) - (71,983)
Balance, December 31, 2011 $ - $ - $ - $ - $ -
AIG Treasury Stock Retirement
On November 30, 2009, AIG retired 6,111,158 common shares included in Treasury stock, which had a carrying
value of $7.4 billion. These shares were returned to AIG’s authorized but unissued common stock. AIG accounted
for the retirement by reducing common stock by $15 million and Additional paid-in capital by $7.4 billion.
Dividends
Following the Recapitalization on January 14, 2011, and pursuant to the terms of the Series G Preferred Stock,
AIG was not able to declare or pay any cash dividends on the AIG Common Stock while the Series G Preferred
Stock was outstanding. In addition, AIG was unable to pay dividends under the terms of other series of AIG
preferred stock that were outstanding from November 2008 through January 14, 2011.
The Series G Preferred Stock was cancelled in connection with AIG’s public offering of AIG Common Stock in
May 2011. After the cancellation of the Series G Preferred Stock, there have been no contractual restrictions on
AIG’s ability to pay dividends.
Any payment of dividends will require the approval of AIG’s Board of Directors (the Board), in its discretion,
from funds legally available therefor. The Board may consider AIG’s financial position, the performance of its
businesses, its consolidated financial condition, results of operations and liquidity, available capital, the existence
of investment opportunities and other factors in determining the payment of dividends, if any.
Share Issuances and Repurchases
May 2011 Common Stock Offering and Sale
On May 27, 2011, AIG and the Department of the Treasury, as the selling shareholder, completed a registered
public offering of AIG Common Stock. AIG issued and sold 100 million shares of AIG Common Stock for
aggregate net proceeds of approximately $2.9 billion and the Department of the Treasury sold 200 million shares
of AIG Common Stock. AIG did not receive any of the proceeds from the sale of the shares of AIG Common
Stock by the Department of the Treasury. Of the net proceeds AIG received from this offering, $550 million was
used to fund the Consolidated 2004 Securities Litigation settlement (see Note 16 herein). As required by the
Registration Rights Agreement, AIG paid the underwriting discount as well as certain expenses with respect to the
AIG 2011 Form 10-K 331
COMMON STOCK