Form 10-K December 31, 2023
SECURITIES AND EXCHANGE COMMISSION
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FORM 10-K
- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
December 31, 2023
OR
- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from |
to |
Commission File Number 1-8787 |
(Exact name of registrant as specified in its charter)
|
13-2592361 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
10020 |
(Address of principal executive offices) |
( |
Registrant's telephone number, including area code: (212) 770-7000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
|
Common Stock, Par Value |
AIG |
|
4.875% Series A-3 Junior Subordinated Debentures |
AIG 67EU |
|
Depositary Shares Each Representing a 1/1,000th Interest in a Share of |
AIG PRA |
|
Series A 5.85% Non-Cumulative Perpetual Preferred Stock |
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑ |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company ☐ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of
As of
DOCUMENTS INCORPORATED BY REFERENCE
Document of the Registrant |
Form 10-K Reference Locations |
Portions of the registrant's definitive proxy statement for the 2024 Annual Meeting of Shareholders |
Part III, Items 10, 11, 12, 13 and 14 |
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
FORM 10-K
Item Number DescriptionPage
Part I
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• |
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Available Information about AIG |
14 |
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ITEM 1A |
Risk Factors |
15 |
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ITEM 1B |
Unresolved Staff Comments |
37 |
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ITEM 1C |
Cybersecurity |
38 |
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ITEM 2 |
Properties |
40 |
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ITEM 3 |
Legal Proceedings |
40 |
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ITEM 4 |
Mine Safety Disclosures |
40 |
Part II
ITEM 5 |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity |
41 |
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Securities |
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ITEM 6 |
[Reserved] |
42 |
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ITEM 7 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
43 |
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• Cautionary Statement Regarding Forward-Looking Information and Factors That May Affect Future Results |
43 |
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• Use of Non-GAAP Measures |
46 |
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• |
Critical Accounting Estimates |
48 |
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• |
Executive Summary |
57 |
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• Consolidated Results of Operations |
60 |
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• |
Business Segment Operations |
65 |
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• |
Investments |
86 |
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• |
Insurance Reserves |
96 |
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• Liquidity and Capital Resources |
104 |
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• |
Enterprise Risk Management |
114 |
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• |
Glossary |
122 |
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• |
Acronyms |
124 |
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ITEM 7A |
Quantitative and Qualitative Disclosures About Market Risk |
124 |
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ITEM 8 |
Financial Statements and Supplementary Data |
125 |
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Reference to Financial Statements and Schedules |
125 |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
259 |
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ITEM 9A |
Controls and Procedures |
259 |
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ITEM 9B |
Other Information |
260 |
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ITEM 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
260 |
Part III
ITEM 10 |
Directors, Executive Officers and Corporate Governance |
261 |
ITEM 11 |
Executive Compensation |
262 |
ITEM 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
262 |
ITEM 13 |
Certain Relationships and Related Transactions, and Director Independence |
262 |
ITEM 14 |
Principal Accountant Fees and Services |
262 |
Part IV
ITEM 15 |
Exhibits and Financial Statement Schedules |
263 |
ITEM 16 |
Form 10-K Summary |
267 |
Signatures |
268 |
AIG | 2023 Form 10-K |
1 |
Sustaining Industry
Leadership Momentum
Creating Value through Profitable Growth and a Culture of Underwriting and Operational Excellence
is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through AIG operations and network partners.
AIG is building on its industry leadership and is positioned to become a top-performing company recognized for the value it provides stakeholders in an environment of profound, complex and dynamic risk. In 2023, AIG delivered an outstanding year, producing financial, strategic and operational achievements that demonstrate continued strength in executing multiple, complex initiatives simultaneously and with quality.
In this Annual Report, unless otherwise mentioned or unless the context indicates otherwise, we use the terms "AIG," the "Company," "we," "us" and "our" to refer to
About AIG
World-Class Insurance Franchises
that are among the leaders in their geographies and segments, providing differentiated service and expertise.
Breadth of Loyal Customers
including millions of clients and policyholders ranging from multi-national Fortune 500 companies to individuals throughout the world.
Broad and Long-Standing Distribution Relationships
with brokers, agents, advisors, banks and other distributors strengthened through AIG's dedication to quality.
Highly Engaged Global Workforce of more than 25,000
colleagues committed to excellence who are providing insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through AIG operations and network partners.
Balance Sheet Strength and Financial Flexibility
as demonstrated by approximately
- AIG | 2023 Form 10-K
ITEM 1 | Business
As a leading global property, casualty and specialty insurance organization, we are results oriented and believe that focusing on how we achieve positive outcomes creates an aligned and inclusive culture that enables further progress. Unifying under one set of clear and directive Purpose and Values empowers AIG colleagues to be conduits of positive change - delivering exceptional client service, enhanced shareholder value and a better experience for everyone we serve.
AIG's five Values guide our actions:
- Take ownership: we set clear expectations, we are proactive, we are accountable
- Set the standard: we deliver quality-always, we are client-centric, we lead the industry
- Win together: we are stronger together, we are aligned, we are one team
- Be an ally: we strive for inclusion, we listen and learn, we speak with our actions
- Do what's right: we act with integrity, we lead by example, we lift up our communities
2023 Highlights and 2024 Priorities
Execution of Multiple, Highly Complex Strategic
Initiatives
Repositioned AIG's portfolio of businesses for sustainable, profitable growth with the divestitures of
Closed sale of Validus Re, including
Closed sale of CRS for gross proceeds of
and their organizations
Debuted AIG Next, creating a leaner future-state business model and establishing enterprise-wide standards to drive better outcomes for all stakeholders
Strong Performance Resulting from Significant
Improvement in Underwriting Income
income, up 15 percent year over year
2023 combined ratio of 90.6 compared to 91.9 in 2022,
and sub-100 in every quarter of 2023
2023 accident year combined ratio, as adjusted(a) of 87.7
improved 1.0 point compared to 88.7 in 2022
Supporting Financial Strength, Growth and
Shareholder Return
Repurchased
Reduced weighted average diluted shares outstanding by
8 percent, reaching 725.2 million shares
Increased quarterly common stock dividend payments by
12.5 percent
Reduced general borrowings by
Continued Progress Towards Deconsolidation
and Separation of
(Corebridge)
AIG sold 159.75 million shares of Corebridge common stock
in secondary public offerings with gross proceeds of
Corebridge repurchased 17.2 million shares of its common
stock from AIG for an aggregate purchase price of
Corebridge distributed dividends on Corebridge common
stock totaling
AIG's ownership of Corebridge reduced to 52.2 percent as of
Corebridge closed the sale of
- Non-GAAPmeasure - for reconciliation of non-GAAP to GAAP measure, see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
AIG | 2023 Form 10-K |
3 |
ITEM 1 | Business
Operating Structure
AIG reports the results of its businesses through three segments -
For additional information on our business segments, see Part II, Item 7. MD&A - Business Segment Operations and Note 3 to the Consolidated Financial Statements, and for information regarding the separation of Life and Retirement, bankruptcy filing of
Business Segments
Life and Retirement
Life and Retirement is a unique franchise that brings together a broad portfolio of life insurance, retirement and institutional products offered through an extensive, multichannel distribution network. It holds long-standing, leading market positions in many of the markets it serves in the
Life and Retirement includes the following major operating companies:
Other Operations
Other Operations primarily consists of income from assets held by AIG Parent and other corporate subsidiaries, deferred tax assets related to tax attributes, corporate expenses and intercompany eliminations, our institutional asset management business and results of our consolidated investment entities,
- AIG | 2023 Form 10-K
ITEM 1 | Business
How We Generate Revenues and Profitability
We earevenues primarily from insurance premiums, policy fees and income from investments.
Our expenses consist of policyholder benefits and losses incurred, interest credited to policyholders, commissions and other costs of selling and servicing our products, interest expense and general operating expenses.
Our profitability is dependent on our ability to properly price and manage risk on insurance and annuity products, including establishing loss reserves, to manage our portfolio of investments effectively and to control costs through expense discipline.
For additional information on loss reserves and prior year loss development, see Part II, Item 7. MD&A - Critical Accounting Estimates - Loss Reserves, Part II, Item 7. MD&A - Insurance Reserves - Liability for Unpaid Losses and Loss Adjustment Expenses (Loss Reserves), and Note 13 to the Consolidated Financial Statements.
For additional information on investment strategies, see Part II, Item 7. MD&A - Investments - Investment Strategies.
Our people are our greatest strength. To this end, we place significant focus on human capital management; namely retaining, developing and attracting high caliber talent and fostering an inclusive environment in which we actively seek and embrace diverse thinking.
Our
At
We believe that we foster a constructive and healthy work environment for our employees. The key programs and initiatives that are designed to attract, develop and retain our diverse workforce include:
Competitive Compensation and Benefits. We seek to align compensation with individual and Company performance and provide the appropriate market-competitive incentives to attract, retain and motivate employees to achieve outstanding results.
Management and the CMRC engage the services of third-party compensation consultants to help monitor the competitiveness of our incentive programs. We provide a performance-driven compensation structure that consists of base salary and, for eligible employees, short- and long-term incentives. We also offer comprehensive benefits to support the health, wellness, work-life balance and retirement preparedness/savings needs of our employees, including subsidized health care plans, life and disability insurance, wellness and mental health benefits, legal assistance plan, paid time off, paid volunteer time off, 2:1 matching grants for eligible charitable donations, parental and bonding leave and both matching and Company 401(k) contributions for eligible employees.
Health and Safety. The health and safety of our employees is a priority. Occupational safety and health is a shared responsibility between employees and corporate stakeholders, which we implement through our
We offer numerous benefits and wellness programs focused on the physical, social and financial wellness of our employees. Nearly every country in which we operate has an
AIG | 2023 Form 10-K |
5 |
ITEM 1 | Business
AIG offers numerous learning opportunities to support the development of its employees. All online learning programs are accessible through a global learning management system, Your Learning Journey. Through these programs, employees can increase their insurance and business knowledge, build critical job skills and eacontinuing education credits.
Alongside online courses, AIG offers a series of live, interactive learning opportunities designed to reinforce the Company's culture of excellence. These programs focus on providing employees with a strong foundation of core skills including communication, collaboration, coaching, change agility and problem solving.
Managers and leaders are critical in developing AIG's talent for organizational success. To assess leadership skills and capabilities, we use distinct leadership assessment tools, including 360 degree feedback, which develops self-awareness and builds personalized leadership development goals. Our Leading Transformation program enhances our senior leaders' ability to navigate and drive change and transformation to successfully achieve business objectives and build culture.
In addition to live courses and online training, AIG also offers tuition and certification training reimbursement to encourage employees to enhance their education and skills.
The Company also places significant importance on promoting internal talent and succession planning. Accordingly, we use a globally consistent streamlined process to support succession planning and talent development for each of our functions and operating segments. This approach helps identify a pipeline of diverse talent for positions at all levels of the organization and the actions needed to support their development. In 2023, 33 percent of all our open positions were filled with internal talent.
Diversity, Equity and Inclusion (DEI). At AIG, we strive to create an inclusive workplace that provides equal opportunities for all colleagues. We believe in building a culture where everyone is valued and celebrated for who they are and where all perspectives are welcome. As of
AIG sponsors over 110 Employee Resource Groups (ERGs), which are groups of employees who come together based on a shared interest in a specific identity in 45 countries to enhance allyship and inclusion across the organization. AIG's global ERG network spans 13 different dimensions of diversity and is open to all employees. The ERGs are key to fostering an inclusive workplace that provides a safe space for colleagues to engage, learn, give back to our communities, and provide feedback from their perspective to the business. The ERGs also support and advise company practices and programs to drive a committed culture of belonging and deliver company value, as well as serve as an incubator for developing future leaders. AIG also provides DEI learning opportunities to create awareness and educate on inclusive leadership, allyship, cross-cultural dynamics and fostering inclusion, including DEI microlearning and sessions on authentic leadership.
- AIG | 2023 Form 10-K
ITEM 1 | Business
Regulation
GENERAL
Our (re)insurance subsidiaries are subject to extensive regulation and supervision in the jurisdictions in which our (re)insurance businesses are located or operate. Insurance regulatory authorities in those jurisdictions are the primary regulators for those businesses; however, our operations are subject to regulation by many different types of regulatory authorities, including insurance, securities, derivatives and investment advisory regulators in
Insurance regulators, other regulatory authorities, law enforcement agencies, and other governmental authorities from time to time make inquiries and conduct examinations or investigations regarding our compliance, as well as compliance by other companies in our industry, with applicable laws. In addition, regulation, legislation and administrative policies that are not limited in application solely to the insurance market may significantly affect the insurance industry and certain of our operations, including regulation, legislation and administrative policies related to privacy, cybersecurity, government sanctions, pensions, age and sex discrimination, financial services, securities, taxation and climate change. See Item 1A. Risk Factors - Regulation - "Our businesses are heavily regulated and changes in laws and regulations may affect our operations, increase our insurance subsidiary capital requirements or reduce our profitability".
We expect that the
FINANCIAL, MARKET CONDUCT & CORPORATE GOVERNANCE OVERSIGHT
The method of insurance regulation of our (re)insurance subsidiaries varies, but generally has its source in statutes that delegate regulatory and supervisory powers to a state insurance official (in
- approval of policy language and rates;
- advertising practices;
- establishing minimum capital and liquidity requirements;
- licensing of insurers and their agents;
- requiring registration and periodic reporting by (re)insurance companies that are licensed in the jurisdiction;
- evaluating and, in some cases, requiring regulatory approval of, certain transactions between (re)insurance company subsidiaries and their affiliates;
- imposing restrictions and limitations on the amount of dividends or other distributions payable by a (re)insurance company;
- enforcing rules related to outsourcing of material functions;
- requiring deposits of securities for the benefit of policyholders;
- establishing requirements for acceptability of reinsurers and credit for reinsurance;
- establishing requirements for reserves; and
- enterprise risk management (including technology risk management) and corporate governance requirements.
Our (re)insurance subsidiaries are generally subject to laws and regulations that prescribe the type, quality and concentration of investments they can make and permissible investment practices, such as derivatives, securities lending and repurchase transactions. In non-
Insurance laws in many jurisdictions also provide that no person, corporation or other entity may acquire control of an insurance company, or a controlling interest in (or prescribed percentage of capital of) any direct or indirect parent company of an insurance company, without the prior approval of, or notice to, such insurance company's domiciliary insurance regulator.
AIG | 2023 Form 10-K |
7 |
ITEM 1 | Business
As a holding company with no significant business operations of its own, AIG Parent depends on dividends from our subsidiaries to meet our obligations.
Further, as part of their regulatory oversight processes, insurance regulators conduct periodic examinations of our (re)insurance subsidiaries. Such examinations can cover a broad scope of the (re)insurance subsidiary's operations, including the financial strength of the (re)insurance subsidiary; sales, marketing and claims handling practices; risk management; capital and liquidity management; and information technology operations (including emerging technology risks).
Insurance and securities regulators and other law enforcement agencies and attorneys general also, from time to time, make inquiries, issue data calls and conduct examinations or investigations regarding compliance with insurance and other laws or for informational purposes that can be company-specific or part of a broader industry-wide effort.
There can be no assurance that any noncompliance with such applicable laws, regulations or guidance would not have a material adverse effect on our business or results of operations.
REGULATORY REGIMES
States
At the state-level, the
- TheRisk-BasedCapital (RBC) for Insurers Model Act, which incorporates an RBC formula calculated in accordance with instructions updated annually by the NAIC that is designed to measure the adequacy of an insurer's total adjusted capital, as calculated pursuant to the RBC formula, in relation to certain risks inherent in its business, and authorizes certain regulatory actions regarding insurers whose RBC levels fall below specific thresholds. The NAIC has adopted, or is considering, several changes impacting how RBC is calculated, including initiatives aimed at a comprehensive review of the RBC investment framework as well as a proposed modeling methodology to determine RBC for collateralized loan obligations and other structured securities to reduce reliance on the use of rating agency ratings. The RBC levels of each of our
U.S. domiciled (re)insurance companies exceeded each of these specific thresholds as ofDecember 31, 2023 . In addition to RBC requirements, the insurance laws of our domiciliary states prescribe certain minimum capital and surplus requirements for insurance companies. If any of our (re)insurance entities fell below prescribed levels of statutory capital and surplus, it would be our intention to provide appropriate capital or other types of support to that entity. For additional information, see Part II, Item 7. MD&A - Liquidity and Capital Resources - Liquidity and Capital Resources of AIG Parent and Subsidiaries - Insurance Companies. - The Insurance Holding Company System Regulatory Act and the Insurance Holding Company System Model Regulation (together, the Holding Company Models) include: provisions authorizing insurance commissioners to act as global group-wide supervisors for internationally active insurance groups and participate in international supervisory colleges; standards for transactions between a domestic (re)insurance company and its affiliates and regulatory approval requirements for certain of such transactions; requirements for obtaining regulatory approval for acquiring control of a domestic (re)insurance company; and the requirement that the ultimate controlling person of a
U.S. insurer file an annual enterprise risk report with its lead state regulator identifying risks likely to have a material adverse effect upon the financial condition or liquidity of its licensed insurers or the insurance holding company system as a whole, among other requirements. TheNew York State Department of Financial Services (NYDFS) is AIG's leadU.S. -state regulator, and leadsAIG's Supervisory College meetings, which consist of AIG's key global regulatory bodies. - The Risk Management and Own Risk and Solvency Assessment Model Act, which requires that insurers maintain a risk management framework, conduct an internal own risk and solvency assessment of the insurer's material risks in normal and stressed environments, and submit annual Own Risk and Solvency Assessment (ORSA) summary reports to the insurance group's lead
U.S. -state regulator. - The Corporate Governance Annual Disclosure Model Act (CGAD), which requires insurers to submit an annual filing regarding their corporate governance structure, policies and practices.
- And, specific to our life insurance subsidiaries, the NAIC's new Valuation Manual, which contains a principle-based reserving (PBR) approach to life insurance company reserves. PBR is designed to tailor the reserving process to more closely reflect the risks of specific products rather than the factor-based approach employed historically.
- AIG | 2023 Form 10-K
ITEM 1 | Business
The NAIC also provides standardized insurance industry accounting and reporting guidance through the NAIC Accounting Manual, which establishes statutory accounting principles applicable to (re)insurance companies. Statutory accounting principles promulgated by the NAIC may be modified by individual state laws, regulations and permitted practices granted by our domiciliary insurance regulators.
The NAIC has undertaken a multi-pronged effort to determine whether additional standards, safeguards or disclosures are required in connection with certain investments by
In
Federal
At the
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), signed into law in 2010, brought about extensive changes to financial regulation in
FIO also assists the Secretary of the
Title I of Dodd-Frank established the
Title V of Dodd-Frank authorizes
Title VII of Dodd-Frank provides for significantly increased regulation of, and restrictions on, derivatives markets and transactions that have affected various activities of insurance and other financial services companies, including (i) regulatory reporting for swaps, including security-based swaps, (ii) mandated clearing through central counterparties and execution through regulated swap execution facilities for certain swaps (other than security-based swaps) and (iii) margin and collateral requirements.
AIG | 2023 Form 10-K |
9 |
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