AIG Further Cuts Debt Owed U.S.; Readies Global Life Units for Sale

December 1, 2009

American International Group, Inc. (AIG) today said that it has closed two previously announced transactions with the Federal Reserve Bank of New York (FRBNY) that have reduced the debt AIG owes the FRBNY by $25 billion in exchange for the FRBNY’s acquisition of preferred equity interests in certain newly formed subsidiaries.

As of today, including the $25 billion debt reduction, AIG’s outstanding principal balance under the FRBNY credit facility is approximately $17 billion, down from approximately $42 billion, excluding interest and fees. As a result of these transactions, the total amount available under the facility has been reduced from $60 billion to $35 billion.

AIG said the transactions advance AIG’s goal of positioning two of the company’s international life insurance franchises, American International Assurance Company, Limited (AIA) and American Life Insurance Co. (ALICO), for initial public offerings or third party sale, depending on market conditions and subject to customary regulatory approvals.

“Today’s announcement that we have reduced our debt to the Federal Reserve Bank of New York by $25 billion sends a clear message to taxpayers: AIG continues to make good on its commitment to pay the American people back,” said Bob Benmosche, AIG chief executive officer. “Moreover, these transactions position AIA and ALICO, two terrific, unique international life insurance businesses, for the future.”

Benmosche said that AIG would take an incremental charge related to its prepaid commitment asset in the fourth quarter in connection with the reduction in the total amount available under the FRBNY credit facility resulting from the closing of the AIA and ALICO transactions. The prepaid commitment asset was established at the inception of the FRBNY credit facility on Sept. 16, 2008, in an amount of $23 billion and represented the value to AIG of the initial $85 billion of credit provided by the FRBNY. Since the inception of the FRBNY credit facility and through Sept. 30, 2009, AIG has recognized a total of $11.7 billion of amortization expense, and expects to recognize in the fourth quarter an additional amount of $5.7 billion, including $5.2 billion of accelerated amortization related to these transactions. These cumulative charges reflect the reduction of the facility from the initial amount of $85 billion to $35 billion as well as periodic amortization.

Benmosche further noted that after the FRBNY facility is fully repaid, the AIG Credit Facility Trust will continue to hold a preferred voting interest in AIG, currently approximately 79.8 percent, through the ownership of the Series C Preferred Stock.

“We continue to focus on stabilizing and strengthening our businesses, but expect continued volatility in reported results in the coming quarters, due in part to charges related to ongoing restructuring activities, such as the previously announced loss that we expect to recognize in the upcoming quarter related to our announced agreement to sell our Taiwan-based life insurer Nan Shan,” Benmosche said.

The AIA and ALICO transactions involve AIG contributing the equity of each of AIA and ALICO to separate special purpose vehicles (SPVs) in exchange for interests in the SPVs. Under the terms of the transactions, the FRBNY receives preferred interests with a liquidation preference in the AIA SPV of $16 billion and with a liquidation preference in the ALICO SPV of $9 billion.

The liquidation preference of the preferred interests represents a percentage of the estimated fair market value of AIA and ALICO. AIG holds all of the common interests in the AIA and ALICO SPVs and will benefit from the fair market value of AIA and ALICO in excess of the value of the preferred interests as the SPVs monetize their stakes in these companies in the future.

Until AIG divests a majority of its common interests in AIA and ALICO, AIA and ALICO will continue to be consolidated in AIG’s financial statements.

Regarding repositioning ALICO, Rodney O. Martin, Jr., ALICO chairman and CEO said that securing the value of this insurer is in the “best interests of
policyholders, distribution partners, and the American taxpayer.”

ALICO sells life insurance, accident and health insurance, retirement planning, and wealth management services through 40,000 agents, brokers and financial institutions and 11,000 employees across 54 countries, ALICO serves 19 million customers worldwide. ALICO has branch offices and affiliates in Europe, Asia, the Middle East, Africa and Latin America. ALICO is domiciled in Wilmington, Delaware and has regional headquarters in Tokyo, London, Paris, Athens, Dubai, and Santiago, Chile.

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