AIG 2010 Annual Report Download - page 347

American International Group, Inc., and Subsidiaries
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, 2008 $ - $ - $ - $ - $ -
AIG Series D issuance - - - 40,000 40,000
Balance, December 31, 2008 $ - $ - $ - $ 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
See Note 26 herein for the expected impact of the closing of the Recapitalization on Preferred stock.
Common Stock
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 $7.40 billion. These shares were returned to AIG’s authorized but unissued common stock. AIG
accounted for the retirement by reducing common stock by $15.28 million and Additional paid-in capital by
$7.38 billion.
Dividends
Dividends declared per common share were $8.40 in 2008. No dividends were declared in 2010 and 2009
because effective September 23, 2008, AIG’s Board of Directors (the Board) suspended the declaration of
dividends on AIG Common Stock. Currently, pursuant to the terms of the AIG Series G Preferred Stock, AIG is
not able to declare or pay any cash dividends on the AIG Common Stock while the AIG Series G Preferred Stock
is 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.
As a result of AIG’s failure to declare and pay dividends on the Series E Preferred Stock and the Series F
Preferred Stock for four quarterly dividend payment periods, the Department of the Treasury, as the sole holder
of the Series E Preferred Stock and the Series F Preferred Stock, exercised its right and elected Ronald A.
Rittenmeyer and Donald H. Layton (the Preferred Directors) to the Board of Directors of AIG (the Board) by
written consent effective April 1, 2010. The Preferred Directors were re-elected by the United States Department
of the Treasury, as the sole holder of the Series E Preferred Stock and the Series F Preferred Stock, at AIG’s
2010 Annual Meeting of Shareholders and held office as Preferred Directors until the closing of the
Recapitalization, at which time the Board determined that it was advisable and in the best interests of AIG and its
shareholders to provide for the continued service of Messrs. Layton and Rittenmeyer as directors of AIG.
Share Issuances and Purchases
During the first six months of 2008, AIG purchased a total of 1,896,303 shares of AIG Common Stock.
Pursuant to the FRBNY Credit Agreement, AIG was restricted from repurchasing shares of its common stock,
AIG 2010 Form 10-K 331