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2007 Annual Report - AIG.com

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American International Group, Inc. and Subsidiaries<br />

Part II – Other Information<br />

Item 9.<br />

Changes in and Disagreements With Accountants<br />

on Accounting and Financial Disclosure<br />

None.<br />

Item 9A.<br />

Controls and Procedures<br />

Evaluation of Disclosure Controls and Procedures<br />

In connection with the preparation of this <strong>Annual</strong> <strong>Report</strong> on<br />

Form 10-K, an evaluation was carried out by <strong>AIG</strong>’s management,<br />

with the participation of <strong>AIG</strong>’s Chief Executive Officer and Chief<br />

Financial Officer, of the effectiveness of <strong>AIG</strong>’s disclosure controls<br />

and procedures (as defined in Rules 13a-15(e) and 15d-15(e)<br />

under the Securities Exchange Act of 1934 (Exchange Act)) as of<br />

December 31, <strong>2007</strong>. Disclosure controls and procedures are<br />

designed to ensure that information required to be disclosed in<br />

reports filed or submitted under the Exchange Act is recorded,<br />

processed, summarized and reported within the time periods<br />

specified in SEC rules and forms and that such information is<br />

accumulated and <strong>com</strong>municated to management, including the<br />

Chief Executive Officer and Chief Financial Officer, to allow timely<br />

decisions regarding required disclosures.<br />

During the evaluation of disclosure controls and procedures as<br />

of December 31, <strong>2007</strong> conducted during the preparation of <strong>AIG</strong>’s<br />

financial statements to be included in this <strong>Annual</strong> <strong>Report</strong> on<br />

Form 10-K, a material weakness in internal control over financial<br />

reporting relating to the fair value valuation of the <strong>AIG</strong>FP super<br />

senior credit default swap portfolio was identified. As a result of<br />

this material weakness, described more fully below, <strong>AIG</strong>’s Chief<br />

Executive Officer and Chief Financial Officer concluded that, as of<br />

December 31, <strong>2007</strong>, <strong>AIG</strong>’s disclosure controls and procedures<br />

were ineffective.<br />

As of December 31, <strong>2007</strong> and as described under Remedia-<br />

tion of Prior Material Weaknesses in Internal Control Over<br />

Financial <strong>Report</strong>ing below, the material weakness relating to the<br />

controls over in<strong>com</strong>e tax accounting no longer existed.<br />

Notwithstanding the existence of this material weakness in<br />

internal control over financial reporting relating to the fair value<br />

valuation of the <strong>AIG</strong>FP super senior credit default swap portfolio,<br />

<strong>AIG</strong> believes that the consolidated financial statements in this<br />

<strong>Annual</strong> <strong>Report</strong> on Form 10-K fairly present, in all material<br />

respects, <strong>AIG</strong>’s consolidated financial condition as of Decem-<br />

ber 31, <strong>2007</strong> and 2006, and consolidated results of its<br />

operations and cash flows for the years ended December 31,<br />

<strong>2007</strong>, 2006 and 2005, in conformity with U.S. generally accepted<br />

accounting principles (GAAP).<br />

Management’s <strong>Report</strong> on Internal Control Over Financial<br />

<strong>Report</strong>ing<br />

Management of <strong>AIG</strong> is responsible for establishing and maintaining<br />

adequate internal control over financial reporting. <strong>AIG</strong>’s<br />

internal control over financial reporting is a process, under the<br />

supervision of <strong>AIG</strong>’s Chief Executive Officer and Chief Financial<br />

Officer, designed to provide reasonable assurance regarding the<br />

reliability of financial reporting and the preparation of <strong>AIG</strong>’s<br />

financial statements for external purposes in accordance with<br />

GAAP.<br />

Because of its inherent limitations, internal control over<br />

financial reporting may not prevent or detect misstatements. Also,<br />

projections of any evaluation of effectiveness to future periods are<br />

subject to the risk that controls may be<strong>com</strong>e inadequate because<br />

of changes in conditions, or that the degree of <strong>com</strong>pliance with<br />

the policies or procedures may deteriorate.<br />

<strong>AIG</strong> management conducted an assessment of the effectiveness<br />

of <strong>AIG</strong>’s internal control over financial reporting as of<br />

December 31, <strong>2007</strong> based on the criteria established in Internal<br />

Control — Integrated Framework issued by the Committee of<br />

Sponsoring Organizations of the Treadway Commission (COSO).<br />

A material weakness is a deficiency, or a <strong>com</strong>bination of<br />

deficiencies, in internal control over financial reporting, such that<br />

there is a reasonable possibility that a material misstatement of<br />

<strong>AIG</strong>’s annual or interim financial statements will not be prevented<br />

or detected on a timely basis. <strong>AIG</strong> management has concluded<br />

that, as of December 31, <strong>2007</strong>, the following material weakness<br />

existed relating to the fair value valuation of the <strong>AIG</strong>FP super<br />

senior credit default swap portfolio.<br />

As of December 31, <strong>2007</strong>, controls over the <strong>AIG</strong>FP super<br />

senior credit default swap portfolio valuation process and oversight<br />

thereof were not effective. <strong>AIG</strong> had insufficient resources to<br />

design and carry out effective controls to prevent or detect errors<br />

and to determine appropriate disclosures on a timely basis with<br />

respect to the processes and models introduced in the fourth<br />

quarter of <strong>2007</strong>. As a result, <strong>AIG</strong> had not fully developed its<br />

controls to assess, on a timely basis, the relevance to its<br />

valuation of all third party information. Also, controls to permit the<br />

appropriate oversight and monitoring of the <strong>AIG</strong>FP super senior<br />

credit default swap portfolio valuation process, including timely<br />

sharing of information at the appropriate levels of the organization,<br />

did not operate effectively. As a result, controls over the<br />

<strong>AIG</strong>FP super senior credit default swap portfolio valuation process<br />

and oversight thereof were not adequate to prevent or detect<br />

misstatements in the accuracy of management’s fair value<br />

estimates and disclosures on a timely basis, resulting in adjust-<br />

ments for purposes of <strong>AIG</strong>’s December 31, <strong>2007</strong> consolidated<br />

financial statements. In addition, this deficiency could result in a<br />

misstatement in management’s fair value estimates or disclosures<br />

that could be material to <strong>AIG</strong>’s annual or interim consolidated<br />

financial statements that would not be prevented or<br />

detected on a timely basis.<br />

Solely as a result of the material weakness in internal control<br />

over the fair value valuation of the <strong>AIG</strong>FP super senior credit<br />

default swap portfolio described above, <strong>AIG</strong> management has<br />

concluded that, as of December 31, <strong>2007</strong>, <strong>AIG</strong>’s internal control<br />

over financial reporting was not effective based on the criteria in<br />

Internal Control — Integrated Framework issued by the COSO.<br />

The effectiveness of <strong>AIG</strong>’s internal control over financial<br />

reporting as of December 31, <strong>2007</strong> has been audited by<br />

PricewaterhouseCoopers LLP, an independent registered public<br />

accounting firm, as stated in their report, which is included in this<br />

<strong>Annual</strong> <strong>Report</strong> on Form 10-K.<br />

202 <strong>AIG</strong> <strong>2007</strong> Form 10-K

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