AIG 2012 Annual Report Download - page 314

.....................................................................................................................................................................................
A portion of the total $1.64 billion originally placed in escrow was designated to satisfy certain regulatory and
litigation liabilities related to workers’ compensation premium reporting issues. The original workers’ compensation
escrow amount was approximately $338 million and was placed in an account established as part of the 2006 New
York regulatory settlement and referred to as the Workers’ Compensation Fund. Additional money was placed into
escrow accounts as a result of subsequent litigation and regulatory settlements bringing the total workers’
compensation escrow amount to approximately $597 million. Approximately $147 million was released from the
workers’ compensation escrow accounts in satisfaction of fines, penalties and premium tax obligations, which were
imposed pursuant to a December 17, 2010 regulatory settlement agreement relating to workers’ compensation
premium reporting issues that was deemed final and effective on May 29, 2012. Following this disbursement,
approximately $450 million remains in escrow and is specifically designated to satisfy class action liabilities related to
workers’ compensation premium reporting issues. This amount is included in Other assets at December 31, 2012.
On February 1, 2012, AIG was informed by the SEC that AIG had complied with the terms of the settlement order
under which AIG had agreed to retain an independent consultant, and as of that date, was no longer subject to such
order.
Litigation Related to the Matters Underlying the 2006 Regulatory Settlements
..............................................................................................................................................................................................
AIG and certain present and former directors and officers of AIG have been named in various actions related to the
matters underlying the 2006 Regulatory Settlements. These actions are described below.
Beginning in October 2004, a number of putative securities fraud
class action suits were filed in the Southern District of New York against AIG and consolidated as In re American
International Group, Inc. Securities Litigation (the Consolidated 2004 Securities Litigation). Subsequently, a separate,
though similar, securities fraud action was also brought against AIG by certain Florida pension funds. The lead
plaintiff in the Consolidated 2004 Securities Litigation is a group of public retirement systems and pension funds
benefiting Ohio state employees, suing on behalf of themselves and all purchasers of AIG’s publicly traded securities
between October 28, 1999 and April 1, 2005. The named defendants are AIG and a number of present and former
AIG officers and directors, as well as C.V. Starr & Co., Inc. (Starr), SICO, General Reinsurance Corporation, and
PricewaterhouseCoopers, LLP, among others. The lead plaintiff alleges, among other things, that AIG: (i) concealed
that it engaged in anti-competitive conduct through alleged payment of contingent commissions to brokers and
participation in illegal bid-rigging; (ii) concealed that it used ‘‘income smoothing’’ products and other techniques to
inflate its earnings; (iii) concealed that it marketed and sold ‘‘income smoothing’’ insurance products to other
companies; and (iv) misled investors about the scope of government investigations. In addition, the lead plaintiff
alleges that Maurice R. Greenberg, AIG’s former Chief Executive Officer, manipulated our stock price. The lead
plaintiff asserts claims for violations of Sections 11 and 15 of the Securities Act, Section 10(b) of the Exchange Act
and Rule 10b-5 promulgated thereunder, and Sections 20(a) and Section 20A of the Exchange Act.
On July 14, 2010, AIG approved the terms of a settlement (the Settlement) with lead plaintiffs. The Settlement is
conditioned on, among other things, court approval and a minimum level of shareholder participation. Under the
terms of the Settlement, if consummated, AIG would pay an aggregate of $725 million. Only two shareholders
objected to the Settlement, and 25 shareholders claiming to hold less than 1.5 percent of AIG’s outstanding shares at
the end of the class period submitted timely and valid requests to opt out of the class. Of those 25 shareholders,
seven are investment funds controlled by the same investment group, and that investment group is the only opt-out
who held more than 1,000 shares at the end of the class period. By order dated February 2, 2012, the District Court
granted lead plaintiffs’ motion for final approval of the Settlement. AIG has fully funded the amount of the Settlement
into an escrow account.
On January 23, 2012, AIG and the Florida pension funds, who had brought a separate securities fraud action,
executed a settlement agreement under which AIG paid $4 million.
On February 17, 2012 and March 6, 2012, two objectors appealed the final approval of the Settlement. On
September 27, 2012, the two objectors withdrew their appeals with prejudice.
Commencing in 2004, policyholders brought multiple federal antitrust and Racketeer
Influenced and Corrupt Organizations Act (RICO) class actions in jurisdictions across the nation against insurers and
brokers, including AIG and a number of its subsidiaries, alleging that the insurers and brokers engaged in one or
..................................................................................................................................................................................................................................
AIG 2012 Form 10-K 297
The Consolidated 2004 Securities Litigation.
The Multi-District Litigation.
ITEM 8 / NOTE 16. CONTINGENCIES, COMMITMENTS AND GUARANTEES