AIG extends tax asset protection plan

American International Group’s (AIG’s) board of directors has adopted Amendment No. 3 to AIG’s Tax Asset Protection Plan (the plan). The plan, which is designed to protect AIG’s tax assets, was scheduled to expire on December 14, 2019.

Amendment No. 3 to the plan extends the expiration date of the plan to December 11, 2022 (subject to other earlier termination events as described in the plan) and makes minor technical changes to the plan to remove provisions related to the US Treasury’s ownership of AIG equity interests that are no longer applicable since the US Treasury no longer holds any equity interests in AIG.

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).

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. 3 to the plan at the next annual meeting of shareholders. AIG’s board of directors also expects to recommend to shareholders that they approve a three-year extension of the tax asset protection provisions in AIG’s Amended and Restated Certificate of Incorporation at the next annual meeting of shareholders.

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