Contacts:
AIG
Investors: Sabra Purtill; +1-212-770-7074; sabra.purtill@aig.com
Media: Daniel O’Donnell; +1-212-770-3141; daniel.odonnell@aig.com
The Carlyle Group
Investors: Daniel Harris; +1-212-813-4527; daniel.harris@carlyle.com
Media: Christa Zipf; +1-212-813-4578; christa.zipf@carlyle.com
T&D
Investors / Media: Daizo Hara; +81-3-3272-6103; daizou.hara@td-holdings.co.jp

The Carlyle Group and T&D Holdings to Acquire Majority Interestin Fortitude Re from AIG for Approximately $1.8 Billion
Transaction provides Fortitude Re with new long-term shareholder base andmaintains a strong capital position for supporting its reinsurance obligations
 Fortitude Re to maintain focus on providing competitive reinsurance and run-off
management solutions to the global insurance industry
 Carlyle to continue its strategic asset management relationships with Fortitude Re T&D to support Fortitude Re’s growth by leveraging its industry experience andnetworks

NEW YORK, November 25, 2019 and TOKYO, November 26, 2019 -- American
International Group, Inc. (NYSE: AIG), The Carlyle Group (NASDAQ: CG) and T&D
Holdings (TYO: 8795) announced today that a newly created Carlyle-managed fund,
together with T&D, have partnered to acquire from AIG a 76.6 percent ownershipinterest in Fortitude Group Holdings, whose group companies operate as Fortitude Re,
for approximately $1.8 billion. After closing, ownership interests in Fortitude Re will
include Carlyle and its fund investors at 71.5 percent (including the 19.9 percent stakepreviously acquired by Carlyle in November 2018), T&D at 25 percent and AIG at 3.5
percent. AIG will receive a $500 million non-pro-rata distribution, which if not paid by thelater of May 13, 2020 or transaction close will result in an additional payment from the
new Carlyle-managed fund and T&D based on their Fortitude Re ownership interest.

This transaction furthers AIG’s and Carlyle’s efforts to stand up Fortitude Re as anindependent company and position it as a premier provider of retroactive reinsurance
and legacy run-off management solutions for long-dated, complex risks to the global
insurance industry. The transaction will enhance Carlyle’s ability to support Fortitude
Re’s growth plans, provide Fortitude Re access to Carlyle’s wide array of investment
strategies and position it for long-term success. T&D brings additional industry andinternational expertise to develop Fortitude Re’s strategically differentiated capabilities.
With the backing of Carlyle, T&D and AIG, Fortitude Re will pursue global opportunities
to successfully acquire and manage legacy insurance portfolios.
Brian Duperreault, AIG’s President and Chief Executive Officer, said, “Today’s
announcement is another important step in our strategy to efficiently manage our legacy
liabilities by further preparing Fortitude Re for independence, while strengthening ourbalance sheet and maintaining our primary focus on upholding policyholder andregulatory commitments. Carlyle’s expertise in separating and standing up companies
has been invaluable to date, and we look forward to working with their team and T&D,
with whom we have a longstanding relationship in Japan, as we continue the separation
process. I also want to thank the entire Fortitude Re team for all their hard work inbuilding the organization. We look forward to their future success.”
Kewsong Lee, Carlyle’s Co-Chief Executive Officer, said, “This transaction
demonstrates Carlyle’s strategy of developing scalable platforms to drive shareholder
value. Fortitude Re, led by CEO James Bracken, is strongly positioned as an industry
leader in managing run-off insurance liabilities, and Carlyle looks forward to partneringwith the management team to help Fortitude Re grow. We are excited about theprospects of further developing our global investment management services for
Fortitude Re as we work to deliver attractive returns across a variety of asset classes.
We welcome T&D to our partnership with AIG, both of whom are highly experienced
players in insurance, and look forward to creating an attractive investment opportunity
for our fund investors.”
Hirohisa Uehara, T&D’s Representative Director and President, said, “We are reallyhonored to invest in Fortitude Re, which has developed a sophisticated platform for
managing life and P&C insurance liabilities. We have longstanding relationships withboth AIG and Carlyle, and we believe Fortitude Re’s closed book business willcontribute significant synergies to our domestic life insurance business as well as
diversification of our business portfolio. Additionally, we look forward to supporting
Fortitude Re’s growth by leveraging our years of experience as a Japanese life insurer.”

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The transaction is expected to close in mid-2020, subject to required regulatory
approvals and other customary closing conditions.
Willkie Farr & Gallagher LLP served as legal advisor to AIG.
Debevoise & Plimpton LLP served as legal advisor and Oliver Wyman served as
strategic financial advisor to The Carlyle Group.
Citi served as financial advisor and Nishimura & Asahi, King & Spalding LLP andAppleby were the legal advisors to T&D.
Sidley Austin LLP served as legal advisor to Fortitude Re.
Additional information about Fortitude Re is available on its website athttps://www.fortitude-re.com/.
Additional information about T&D’s minority investment will be available in disclosures
T&D will file today with the Tokyo Stock Exchange, which will also be posted on the“News Releases” page of its website: https://www.td-holdings.co.jp/en/news/.
About AIG
American International Group, Inc. (AIG) is a leading global insurance organization.
Building on 100 years of experience, today AIG member companies provide a wide
range of property casualty insurance, life insurance, retirement solutions, and otherfinancial services to customers in more than 80 countries and jurisdictions. These
diverse offerings include products and services that help businesses and individuals
protect their assets, manage risks and provide for retirement security. AIG common
stock is listed on the New York Stock Exchange. Additional information about AIG canbe found at www.aig.com. References to additional information about AIG have been
provided as a convenience, and the information contained on such website is notincorporated by reference into this press release.
About The Carlyle GroupThe Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry
expertise that deploys private capital across four business segments: Corporate Private
Equity, Real Assets, Global Credit and Investment Solutions. With $222 billion of assets
under management as of September 30, 2019, Carlyle’s purpose is to invest wisely andcreate value on behalf of its investors, portfolio companies and the communities inwhich we live and invest. The Carlyle Group employs more than 1,775 people in 33
offices across six continents.

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About T&D Holdings
T&D Holdings, Inc. (T&D) is a publicly listed insurance holdings company of T&D
Insurance Group, which is comprised of three core life insurers, Taiyo Life Insurance
Company, Daido Life Insurance Company, and T&D Financial Life Insurance Company.
Its headquarters are located in Tokyo, Japan. As of September 30, 2019, total assets of
T&D were JPY 16,117 billion. Daido Life has had a long-term business partnership with
AIG in Japan since 1971. In June 2019, T&D established a wholly owned investment
subsidiary, T&D United Capital Co., Ltd. which is the entity that will acquire a 25 percent
ownership interest in Fortitude Group Holdings directly, with an aim of accelerating thestrategic initiatives of T&D.

AIG Forward-Looking Statements
Certain statements in this press release may include projections, goals,
assumptions and statements that may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, and AIG
may make related oral, forward-looking statements on or following the date hereof.
These projections, goals, assumptions and statements are not historical facts but
instead represent only AIG’s belief regarding future events, many of which, by theirnature, are inherently uncertain and outside AIG’s control. These projections,
goals, assumptions and statements include statements preceded by, followed by or
including words such as “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,”“focused on achieving,” “view,” “target,” “goal,” or “estimate.” It is possible that
AIG’s actual results and financial condition will differ, possibly materially, from theresults and financial condition indicated in these projections, goals, assumptions
and statements.
The proposed transaction is subject to risks and uncertainties and factors that
could cause AIG’s actual results to differ, possibly materially, from those in thespecific projections, goals, assumptions and statements include, but are not limitedto (i) that AIG may be unable to complete the proposed transaction because,
among other reasons, conditions to the closing of the proposed transaction may not
be satisfied or waived; (ii) uncertainty as to the timing of completion of the
proposed transaction; (iii) the inability to complete the proposed transaction due tothe failure to obtain regulatory approval for the proposed transaction or the failure
to satisfy other conditions to completion of the proposed transaction; (iv) the failure
to realize the expected synergies or shareholder value from the transaction ordelay in realization thereof; (v) the occurrence of any event, change or othercircumstances that could give rise to the termination of the transaction agreements;and (vi) other factors that can be found in AIG’s periodic filings with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.
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AIG is not under any obligation (and expressly disclaims any obligation) to updateor alter any projections, goals, assumptions or other statements, whether written ororal, that may be made from time to time, whether as a result of new information,
future events or otherwise.

The Carlyle Group Forward-Looking Statements
This press release may contain forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements include, but are not limited to, statements
related to our expectations regarding the performance of our business, our financial
results, our liquidity and capital resources, contingencies, our distribution policy,
our expected future dividend policy, the anticipated benefits from converting to a
corporation and other non-historical statements. You can identify these forwardlooking statements by the use of words such as “outlook,” “believes,” “expects,”“potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,”“intends,” “plans,” “estimates,” “anticipates” or the negative version of these words
or other comparable words. Such forward-looking statements are subject to various
risks, uncertainties and assumptions. Accordingly, there are or will be importantfactors that could cause actual outcomes or results to differ materially from thoseindicated in these statements including, but not limited to, those described under
the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2018 filed with the SEC on February 13, 2019, as suchfactors may be updated from time to time in our periodic filings with the SEC, which
are accessible on the SEC’s website at www.sec.gov. These factors should not be
construed as exhaustive and should be read in conjunction with the othercautionary statements that are included in this release and in our filings with theSEC. We undertake no obligation to publicly update or review any forward -looking
statements, whether as a result of new information, future developments orotherwise, except as required by applicable law.

T&D Holdings Forward-Looking Statements
Statements in this press release that relate to future results and events areforward-looking statements based on T&D’s current expectations. Actual results
and events in future periods may differ materially from those expressed or impliedby these forward-looking statements because of a number of risks, uncertainties
and other factors. All statements other than statements of historical fact arestatements that could be deemed forward-looking statements. Actual events may
differ materially from those indicated by such forward-looking statements. In
addition, the forward-looking statements represent T&D’s views as of the date on
which such statements were made. Subsequent events and developments could
cause T&D’s views to change. Although T&D may elect to update these forward 5

looking statements at some point in the future, it specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon as
representing T&D’s views as of any date subsequent to the date hereof .

6Additional information on T&D’s minority investment into Fortitude Group
Holdings in the U.S., which was filed today with the Tokyo Stock Exchange,
includes:Minority Investment into Fortitude Group Holdings in the U.S.
- Strategic Investment into Closed Book Business together with AIG and The Carlyle
Group T&D Holdings, Inc. (President: Hirohisa Uehara, “the Company” or “We”) has reached anagreement with American International Group, Inc. (“AIG”) and The Carlyle Group L.P.
(“Carlyle”) to acquire (“the transaction”) a 25.0% (JPY 63.7 billion, 1 USD= JPY 108.69)
ownership interest in Fortitude Group Holdings, LLC (“Fortitude”) from AIG through T&D
United Capital Co., Ltd. (“TDUC”), a wholly owned subsidiary of the Company.
This transaction will be a joint investment with Carlyle FRL, L.P. (“Carlyle FRL”), a newly
created Carlyle-managed fund. The transaction is expected to close in mid-2020, subject toapprovals from relevant regulatory authorities. Upon closing of the transaction, Fortitude will
become an equity method affiliate of the Company. The Company will promptly disclose any
impact on the Company’s consolidated financial results for the fiscal year ending March 31, 2020,
upon identification.
Fortitude is a holding company for Fortitude Reinsurance Company, Ltd. (“Fortitude Re”), a
Bermudian composite reinsurer. Fortitude Re was originally founded by AIG in 2018 to reinsure
certain of AIG’s legacy insurance run-off lines. Fortitude Re holds a long-dated and stable liability
portfolio consisting mainly of annuity policies issued by AIG.
Closed book business is one of the newly focused business areas in our medium-term management
plan “Try & Discover 2021 – Creation of Shared Value –” (FY2019-2021). We will attempt todiversify our profit sources by investing in Fortitude together with Carlyle and AIG as strategic
partners, and commit to Fortitude’s business, including by appointing directors to Fortitude’s
Board of Directors following closing.
T&D aims to realize “Diversification of Business Portfolio” through this transaction andendeavor to have this transaction be a contributor to our long-term stable growth.
[Contact Information]
T&D Holdings, Inc., Group Planning Department, Investor Relations Division
Contact person: Imoto / Suguro, Tel: +81-3-3272-6115

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1. Investment Overview

Overview

 TDUC and Carlyle FRL to respectively acquire 25.0% and 51.6% ofownership interest in Fortitude from AIG which currently holds
80.1%*Carlyle to contribute its existing ownership into Carlyle FRL
along with the transaction, resulting in Carlyle FRL to hold a
71.5% ownership interest on a pro-forma basis
 Post the transaction, Fortitude will become an equity method
affiliate of the Company

Pro-forma
Ownership
Structure

 TDUC: 25.0%
 Carlyle FRL: 71.5% (including 19.9% of Carlyle’s existingownership interest)
 AIG: 3.5%

Investment
Amount USD 586 million (JPY 63.7 billion, USD 1 = JPY 108.69*)* Based on TTM as of 11/22/2019

Source of funds

 Cash on hand together with external financing (not planning to fundthrough equity financing, but considering the issuance ofsubordinated bonds)

Time ofCompletion

 The transaction is expected to close in mid-2020

Condition ofCompletion

 Subject to approvals from relevant regulatory authorities and othercustomary closing conditions

Impact on Earnings

 The Company will promptly disclose any impact on the Company’s
consolidated financial results for the fiscal year ending March 31,
2020, upon identification
 If the transaction is completed by the end of March 2020, goodwill
will be recognized for the difference between Investment Amountand Fortitude’s net asset value as of the end of the latest quarter However, since the timing of the completion for this transaction isundetermined, and Fortitude’s net asset value can fluctuatesignificantly from valuation changes*, the impact to our group’s
consolidated financial results for the fiscal year ending March 31,
2020 cannot be determined Considering Fortitude to become an equity method affiliate of ourgroup, the Company considers adjusting profits (introducing
adjusted net income) for shareholder returns by excluding the impact
of valuation changes of assets, etc.
* Under US-GAAP, assets withheld by AIG, which account for
90% of Fortitude Re’s assets, are treated as embedded derivatives.
They are evaluated at fair value, which could significantly affectFortitude Re’s net income as a result of change in interest rates,
credit spreads and so on
8Others

 The Company to appoint directors to the Boards of Directors of both
Fortitude and Fortitude Re following closing The Company to dispatch a liaison officer and trainees
 The Company to consider establishing a subsidiary in the U.S. aspart of T&D’s ongoing strategy to strengthen management ofpotential overseas affiliates on the condition of receiving required
approvals from relevant regulatory authorities

92. Transaction Structure
Pro-forma ownership structure
AIG

TDUC

LP Investors

Carlyle

51.6%

19.9%

Carlyle FRL
3.5%

25.0%

71.5%

Fortitude (the U.S. reinsurance holding company)
100%
Fortitude Group Services(Corporate Function in the U.S.)

Fortitude Re (Bermuda reinsurer)

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Overview of Fortitude
Company name

Fortitude Group Holdings, LLC

Established2018

Headquarters

New York, United States

Representative

James Bracken, CEO

Main businessInsurance holding company (Closed book business specialist)

Current
shareholders

AIG: 80.1%, Carlyle: 19.9%

Overview of AIG
Company nameAmerican International Group, Inc.

Established

1967, with roots tracing to 1919

Headquarters

New York, United States

Representative

Brian Duperreault, CEO

Main business

Property and casualty insurance business, life insurance business,retirement solutions, etc.

Net assets

US-GAAPNet income (loss)

US-GAAP

December 2018
USD 57,309 million

September 2019
USD 67,445 million

FY2018September 2019
(YTD)
USD 3,300 million

USD 61 million

Overview of Carlyle
Company name

The Carlyle Group L.P.

Established1987

Headquarters

Washington D.C., United States

Representatives

Kewsong Lee / Glenn Youngkin (Co-CEOs)

Main business

Global investment firm

Net assets

US-GAAP

December 2018
USD 2,836 million

September 2019
USD 3,295 million

FY2018September 2019
(YTD)
USD 1,224 million

Net income (loss)
US-GAAP

USD 329 million

113. Strategic Significance for the Company(1) Strengths of Fortitude
Fortitude Re, a Bermudian composite reinsurer, is a wholly owned subsidiary of Fortitude, andis one of the largest reinsurance platforms in Bermuda reinsuring AIG’s legacy insurance runoff lines. Fortitude Re holds a long-dated and stable liability portfolio consisting mainly of
annuity policies issued by AIG and satisfies economic value-based soundness imposed by
Bermuda regulator. Fortitude Re is well positioned to fulfill its reinsurance obligations.
(2) Strategic Rationale of the Investment
We have been seeking strategic opportunities to invest in insurers with strengths in the closed
book business, which is one of the newly focused business areas in our medium-term
management plan “Try & Discover 2021 – Creation of Shared Value –” (FY2019-2021).
Considering that AIG and Carlyle are leading global participants in the insurance and asset
management space, as well as our longstanding partners in the domestic insurance business, we
see this transaction as a particularly meaningful opportunity.
Fortitude has a management team led by James Bracken, CEO, with many years of experience
within the insurance industry, which has been allocated in both the life and non-life insurance
businesses. We aim to diversify our revenue sources through the investment in Fortitude, which
will become our affiliated company as a promising closed book consolidator through equity
method.
We will commit to Fortitude’s business by appointing directors to the Board of Directors ofFortitude. Leveraging acquired expertise in the closed book business, we will pursue
diversification of our risk profile by capturing various risks different from those of our domestic
insurance business portfolio. Furthermore, we will look for opportunities of closed booktransactions in Japan going forward.
We aim to realize “Diversification of Business Portfolio” through this transaction and endeavor
to have this transaction be a contributor to our long-term stable growth.

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(Appendix) Overview of Closed Book Business
Closed book is a block of in force policies for products that are no longer sold (run-off) by aninsurance company. The closed book business is a business model that acquires closed books
carved out from other insurers due to changes in the business strategies and product portfolios
resulting from the transforming business environment, and generates income by enhancing
values of such acquired books.
Fortitude Re currently reinsures certain of AIG’s life / non-life closed books. Fortitude aims
at growth through further acquisitions of closed books and we will support Fortitude’s growthstrategy as a strategic investor together with Carlyle.
(Reference) T&D Consolidated Earnings Forecasts for the Year Ending March 31, 2020 (asdisclosed on May 15, 2019) and Consolidated Earnings Results for the Year Ending March 31,
2019
Ordinary Revenue

Ordinary Profit

Profit Attributable to
Owners of Parent

Year ending March 31, 2020

JPY 2,110 billion

JPY 122 billion

JPY 64 billion

Year ending March 31, 2019

JPY 2,140 billion

JPY 147 billion

JPY 73 billion###

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