AIG Extends Tax Asset Protection Plan

NEW YORK--(BUSINESS WIRE)--Jan. 8, 2014-- American International Group, Inc. (NYSE: AIG) announced today that its Board of Directors has adopted Amendment No. 1 to AIG’s Tax Asset Protection Plan (the Plan). The Plan, which is designed to protect AIG’s substantial tax assets, was originally scheduled to expire at the close of business on March 9, 2014 (subject to other earlier termination events as described in the Plan). Amendment No. 1 to the Plan extends the expiration date of the Plan to January 8, 2017 (subject to other earlier termination events as described in the Plan). As of December 31, 2013, AIG had significant U.S. federal net operating loss carryforwards, capital loss carryforwards and foreign tax credits.

AIG’s ability to use its tax attributes may be significantly limited if there were an “ownership change” as defined under Section 382 of the Internal Revenue Code and related Internal Revenue Service pronouncements. In general, an ownership change will occur when the percentage of AIG’s ownership (by value) of one or more “5-percent shareholders” (as defined in the Code) has increased by more than 50 percent over the lowest percentage owned by such shareholders at any time during the prior three years (calculated on a rolling basis).

As part of the Plan, in 2011, the AIG Board of Directors declared a dividend of one preferred share purchase right (a Right) for each outstanding share of AIG common stock, par value $2.50 per share (AIG common stock). The Rights were distributed to shareholders of record as of March 18, 2011 and to holders of AIG common stock issued after that date.

The Plan is designed to reduce the likelihood that AIG will experience an ownership change by discouraging any person from becoming a 5-percent shareholder. There is no guarantee, however, that the Plan will prevent AIG from experiencing an ownership change.

AIG’s Board of Directors has the discretion under certain circumstances to exempt acquisitions of AIG securities from the provisions of the Plan. The Plan may be further amended by the Board at any time. AIG expects to ask shareholders to ratify Amendment No. 1 to the Plan at the next Annual Meeting of Shareholders. AIG’s Board of Directors also expects to recommend to shareholders to approve a three year extension of the tax asset protection provisions in AIG’s Restated Certificate of Incorporation at the next Annual Meeting of Shareholders.

Additional information regarding Amendment No. 1 to the Plan will be contained in a Form 8-K and in a Registration Statement on Form 8-A/A that AIG is filing with the Securities and Exchange Commission.

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Certain statements in this press release constitute forward-looking statements. These statements are not historical facts but instead represent only AIG’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout AIG’s periodic filings with the SEC pursuant to the Securities Exchange Act of 1934.

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American International Group, Inc. (AIG) is a leading international insurance organization serving customers in more than 130 countries. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange.

Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig |Twitter: @AIGInsurance | LinkedIn: http://www.linkedin.com/company/aig |

AIG is the marketing name for the worldwide property-casualty, life and retirement, and general insurance operations of American International Group, Inc. For additional information, please visit our website at www.aig.com. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries, and coverage is subject to actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property-casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.

Source: AIG

American International Group, Inc.
Jon Diat (Media): 212-770-3505; jon.diat@aig.com
or
Liz Werner (Investors): 212-770-7074; elizabeth.werner@aig.com