2007 Annual Report - AIG.com
2007 Annual Report - AIG.com
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