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ITEM 1A / RISK FACTORS.....................................................................................................................................................................................in some cases, without the imposition on either party by such agencies of conditions that would qualify asburdensome.Any relevant regulatory body may refuse its approval or may seek to make its approval subject to compliance byILFC or the Purchaser with unanticipated or onerous conditions. Even if approval is not required, the regulator mayimpose requirements on ILFC subsequent to consummation of the ILFC Transaction. We or the Purchaser may notagree to such conditions or requirements and may have a contractual right to terminate the Share PurchaseAgreement.In addition to other customary termination events, the Share Purchase Agreement allows termination (i) by any partyif the closing has not occurred on or before May 15, 2013, subject to an extension to June 17, 2013 if certainconditions are met or (ii) by us if Purchaser has not paid the required deposit into an escrow account upon the laterof March 15, 2013 and ten days after approval of the transaction by CFIUS.Because of the closing conditions and termination rights applicable to the ILFC Transaction, completion of the ILFCTransaction is not assured or may be delayed or, even if the transaction is completed, the terms of the sale mayneed to be significantly restructured.Failure to complete the ILFC Transaction could negatively affect our businesses and financial results. If theILFC Transaction is not completed, the ongoing businesses of ILFC and AIG may be adversely affected and we willbe subject to several risks, including the following:• alternative plans to dispose of ILFC, such as through a sale or initial public offering, may be difficult to structureand may take extended periods of time to implement, depending on, among other things, the global economic andregulatory environments and general market conditions;• we may not be able to realize equivalent or greater value for ILFC under an alternative asset monetization planwhich could impact the carrying values of ILFC’s assets and liabilities;• we will have incurred certain significant costs relating to the ILFC Transaction without receiving the benefits of theILFC Transaction, and may incur further significant costs if an alternative monetization plan is undertaken;• negative customer perception could adversely affect ILFC’s ability to compete for, maintain or win new and existingbusiness in the marketplace; and• potential further diversion of our management’s time and attention.Significant legal proceedings may adversely affect our results of operations or financial condition. We areparty to numerous legal proceedings, including securities class actions and regulatory and governmentalinvestigations. Due to the nature of these proceedings, the lack of precise damage claims and the type of claims weare subject to, we cannot currently quantify our ultimate or maximum liability for these actions. Developments inthese unresolved matters could have a material adverse effect on our consolidated financial condition or consolidatedresults of operations for an individual reporting period. For a discussion of these unresolved matters, see Note 16 tothe Consolidated Financial Statements.If we are unable to maintain the availability of our electronic data systems and safeguard the security of ourdata, our ability to conduct business may be compromised, which could adversely affect our consolidatedfinancial condition or results of operations. We use computer systems to store, retrieve, evaluate and utilizecustomer, employee, and company data and information. Some of these systems in turn, rely upon third-partysystems. Our business is highly dependent on our ability to access these systems to perform necessary businessfunctions, including providing insurance quotes, processing premium payments, making changes to existing policies,filing and paying claims, administering variable annuity products and mutual funds, providing customer support andmanaging our investment portfolios. Systems failures or outages could compromise our ability to perform thesefunctions in a timely manner, which could harm our ability to conduct business and hurt our relationships with ourbusiness partners and customers. In the event of a natural disaster, a computer virus, a terrorist attack or otherdisruption inside or outside the U.S., our systems may be inaccessible to our employees, customers or businesspartners for an extended period of time, and our employees may be unable to perform their duties for an extendedperiod of time if our data or systems are disabled or destroyed. Our systems could also be subject to unauthorizedaccess, such as physical or electronic break-ins or unauthorized tampering. Like other global companies, we have,from time to time, experienced threats to our data and systems, including malware and computer virus attacks,..................................................................................................................................................................................................................................AIG 2012 Form 10-K 37