UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 23, 2020

Registrant’s telephone number, including area code:  (212) 770-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ¨

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On November 23, 2020, American International Group, Inc. (the “Company” or “AIG”) entered into an amendment (the “Amendment”) to the Fourth Amended and Restated Credit Agreement, dated June 27, 2017, among the Company, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Several L/C Agent party thereto (the “Credit Agreement”).

The Credit Agreement contains a minimum Consolidated Net Worth financial covenant, which excludes accumulated other comprehensive income (or loss) (“AOCI”) from the calculation of Consolidated Net Worth.

The Amendment modifies the definition of Consolidated Net Worth in the Credit Agreement to include the cumulative unrealized gains and losses related to Fortitude Reinsurance Company Ltd.’s (“Fortitude Re”) funds withheld assets held by AIG in support of Fortitude Re’s reinsurance obligations to AIG in the calculation of Consolidated Net Worth (which without the Amendment would be excluded from the calculation as they are reported as part of AOCI). Other portions of the definition of Consolidated Net Worth are not modified by the Amendment, and all other terms and conditions of the Credit Agreement are unchanged and remain in full force and effect.

The full text of the operative provisions of the Amendment are below:

The definition of Consolidated Net Worth in the Credit Agreement is amended in its entirety to read as follows: “Consolidated Net Worth” means, at any date, the total shareholders’ equity of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from “Consolidated Net Worth” (a) accumulated other comprehensive income (or loss) (adjusted for the Fortitude Re Adjustment Amount) and (b) all noncontrolling interests (as determined in accordance with the Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”).

The following new defined term is added to Article I. Definitions of the Credit Agreement: “Fortitude Re Adjustment Amount” means, at any date, the amount (if any) of cumulative unrealized gains and losses related to Fortitude Re’s Funds Withheld Assets (as such term is used in the Company’s most recent financial statement delivered in accordance with Section 5.01) as included in accumulated other comprehensive income (or loss).

Additional information regarding the Credit Agreement is contained in the Company’s Current Report on Form 8-K filed on June 27, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.