0001193125-12-519304.txt : 20130102 0001193125-12-519304.hdr.sgml : 20130101 20121231173420 ACCESSION NUMBER: 0001193125-12-519304 CONFORMED SUBMISSION TYPE: N-6 PUBLIC DOCUMENT COUNT: 38 FILED AS OF DATE: 20130102 DATE AS OF CHANGE: 20121231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Variable Account II of AGL of Delaware CENTRAL INDEX KEY: 0000803466 IRS NUMBER: 251118523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-6 SEC ACT: 1933 Act SEC FILE NUMBER: 333-185761 FILM NUMBER: 121294062 BUSINESS ADDRESS: STREET 1: 405 KING STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 713-831-8470 MAIL ADDRESS: STREET 1: 405 KING STREET, 4TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ACCOUNT II AIG LIFE INSURANCE CO DATE OF NAME CHANGE: 19950314 FORMER COMPANY: FORMER CONFORMED NAME: AIG LIFE INSURANCE CO VARIABLE ACCOUNT II /NY/ DATE OF NAME CHANGE: 19940725 FORMER COMPANY: FORMER CONFORMED NAME: AIG VARIABLE LIFE ACCOUNT I /NY DATE OF NAME CHANGE: 19871111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Variable Account II of AGL of Delaware CENTRAL INDEX KEY: 0000803466 IRS NUMBER: 251118523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-6 SEC ACT: 1940 Act SEC FILE NUMBER: 811-04867 FILM NUMBER: 121294063 BUSINESS ADDRESS: STREET 1: 405 KING STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 713-831-8470 MAIL ADDRESS: STREET 1: 405 KING STREET, 4TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ACCOUNT II AIG LIFE INSURANCE CO DATE OF NAME CHANGE: 19950314 FORMER COMPANY: FORMER CONFORMED NAME: AIG LIFE INSURANCE CO VARIABLE ACCOUNT II /NY/ DATE OF NAME CHANGE: 19940725 FORMER COMPANY: FORMER CONFORMED NAME: AIG VARIABLE LIFE ACCOUNT I /NY DATE OF NAME CHANGE: 19871111 0000803466 S000000579 VARIABLE ACCOUNT II OF AGL OF DELAWARE C000124599 AGL Executive Advantage VUL N-6 1 d419443dn6.txt INITIAL REGISTRATION (FORM N-6) AGL EXECUTIVE ADVANTAGE VUL Registration Nos. 333- ------------ 811-04867 As filed with the Securities and Exchange Commission on December 31, 2012 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-effective Amendment No. [ ] Post-Effective Amendment No. [ ] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. [1] [X] SEPARATE ACCOUNT II OF AMERICAN GENERAL LIFE INSURANCE COMPANY (Exact Name of Registrant) AMERICAN GENERAL LIFE INSURANCE COMPANY (Name of Depositor) 2727-A Allen Parkway Houston, Texas 77019 (Address of Depositor's Principal Executive Offices) (Zip Code) (800) 871-2000 (Depositor's Telephone Number, including Area Code) NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. (Name of Guarantor) 175 Water Street, 18/th/ Floor New York, New York 10038 (212) 770-7000 (Guarantor's Telephone Number, including Area Code) Manda Ghaferi, Esq. AIG Life and Retirement 1999 Avenue of the Stars Los Angeles, California 90067-6121 (Name and Address of Agent for Service for Depositor, Registrant and Guarantor) Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. It is proposed that this filing will become effective [ ] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) of Rule 485. If appropriate, check the following box: [ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file another amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. No filing fee is due because an indefinite amount of securities is deemed to have been registered in reliance on Section 24(f) of the Investment Company Act of 1940. ================================================================================ EXECUTIVE ADVANTAGE(R) GROUP FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES (the "Policies") issued by AMERICAN GENERAL LIFE INSURANCE COMPANY through its Separate Account II THIS PROSPECTUS IS DATED JANUARY 2, 2013 American General Life Insurance Company ("AGL") is offering life insurance coverage under the Executive Advantage(R) group flexible premium variable universal life policy (the "Policy"). The Policy provides insurance protection for individuals within groups under corporate owned or sponsored arrangements. Corporate owned arrangements are those where an employer (or trust established by an employer) purchases life insurance coverage on their employees. The employer or trust is the BENEFICIARY. Sponsored arrangements are those instances where an employer, a financial institution or association allows us to sell insurance policies to its employees, depositors or members. The description of the Policy in this prospectus is fully applicable to your certificate and the word "Policy" includes any such certificate. For information on how to contact AGL, please see page 5. The Index of Special Words and Phrases on page 53 will define many of the words and phrases that we use. All of the words and phrases listed in the Index will be underlined and written in BOLD the first time they appear in this prospectus. This prospectus generally describes only the variable portions of the Policy. Please read this prospectus carefully and keep it for future reference. The GUARANTEED ACCOUNT is part of our general account. You can use AGL's Separate Account II ("SEPARATE ACCOUNT") to invest in the Executive Advantage variable investment options. Currently, the Executive Advantage variable investment options each purchase shares of a corresponding Fund of: .. AIM Variable Insurance Funds (Invesco Variable Insurance Funds) ("Invesco V.I.") .. AllianceBernstein Variable Products Series Fund, Inc. ("AllianceBernstein VPS") .. American Century(R) Variable Portfolios, Inc. ("American Century(R) VP") .. BlackRock Variable Series Funds, Inc. ("BlackRock") .. Fidelity(R) Variable Insurance Products ("Fidelity(R) VIP") .. Franklin Templeton Variable Insurance Products Trust ("Franklin Templeton VIP") .. Goldman Sachs Variable Insurance Trust ("Goldman Sachs VIT") .. JPMorgan Insurance Trust ("JPMorgan IT") .. Neuberger Berman Advisers Management Trust ("Neuberger Berman AMT") .. PIMCO Variable Insurance Trust ("PIMCO VIT") .. The Universal Institutional Funds, Inc. ("UIF") .. VALIC Company I ("VALIC Co. I") .. Vanguard(R) Variable Insurance Fund ("Vanguard VIF") See "Variable Investment Options" on page 19 for a complete list of the variable investment options and the respective advisers and sub-advisers of the corresponding Funds. You should also read the prospectuses of the Funds underlying variable investment options that may interest you. You can request free copies from your AGL representative or from our ADMINISTRATIVE CENTER shown on page 5 of this prospectus. BUYING THIS POLICY MIGHT NOT BE A GOOD WAY OF REPLACING YOUR EXISTING INSURANCE OR ADDING MORE INSURANCE IF YOU ALREADY OWN A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY. YOU MAY WISH TO CONSULT WITH YOUR INSURANCE REPRESENTATIVE OR FINANCIAL ADVISER. NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY SIMILAR AGENCY. THEY ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, NOR ARE THEY GUARANTEED OR ENDORSED BY, ANY BANK OR DEPOSITORY INSTITUTION. AN INVESTMENT IN A VARIABLE UNIVERSAL LIFE INSURANCE POLICY IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED. THE POLICIES ARE NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT OFFER THE POLICIES IN ANY JURISDICTION WHERE THEY CANNOT BE LAWFULLY SOLD. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS, OR ON SALES MATERIALS WE HAVE APPROVED OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. TABLE OF CONTENTS THE MERGER................................................................. 6 POLICY BENEFITS/RISKS SUMMARY.............................................. 6 POLICY BENEFITS............................................................ 6 DEATH BENEFIT........................................................... 6 DEATH BENEFIT PROCEEDS................................................ 6 DEATH BENEFIT OPTIONS................................................. 6 FULL SURRENDERS, PARTIAL SURRENDERS, TRANSFERS, AND POLICY LOANS........ 7 FULL SURRENDERS....................................................... 7 PARTIAL SURRENDERS.................................................... 7 TRANSFERS............................................................. 7 LOANS................................................................. 7 PREMIUMS................................................................ 7 FLEXIBILITY OF PREMIUMS............................................... 7 FREE LOOK............................................................. 8 THE POLICY.............................................................. 8 OWNERSHIP RIGHTS...................................................... 8 SEPARATE ACCOUNT...................................................... 8 GUARANTEED ACCOUNT.................................................... 8 ACCOUNT VALUE......................................................... 8 PAYMENT OPTIONS....................................................... 8 TAX BENEFITS.......................................................... 8 SUPPLEMENTAL BENEFITS AND RIDERS........................................ 8 POLICY RISKS............................................................... 9 INVESTMENT RISK......................................................... 9 RISK OF LAPSE........................................................... 9 TAX RISKS............................................................... 9 PARTIAL SURRENDER AND FULL SURRENDER RISKS.............................. 10 POLICY LOAN RISKS....................................................... 10 PORTFOLIO RISKS............................................................ 10 TABLES OF CHARGES.......................................................... 11 GENERAL INFORMATION........................................................ 16 AMERICAN GENERAL LIFE INSURANCE COMPANY................................. 16 THE SEPARATE ACCOUNT.................................................... 17 GUARANTEE OF INSURANCE OBLIGATIONS...................................... 17 ADDITIONAL INFORMATION.................................................. 18 COMMUNICATION WITH AGL.................................................. 18 ADMINISTRATIVE CENTER................................................. 18 GENERAL............................................................... 18 APPLYING FOR A POLICY................................................... 18 OUR AGE REQUIREMENT FOR THE INSURED................................... 18 THE MINIMUM FACE AMOUNT............................................... 18 WE REQUIRE A MINIMUM INITIAL PREMIUM.................................. 18 WHEN YOUR COVERAGE WILL BE EFFECTIVE.................................. 18 GENERAL............................................................... 19 VARIABLE INVESTMENT OPTIONS............................................. 19 GUARANTEED INVESTMENT OPTION............................................ 21 GUARANTEED ACCOUNT VALUE................................................ 22 VOTING PRIVILEGES....................................................... 22 ILLUSTRATIONS........................................................... 23
2 POLICY FEATURES............................................................... 23 DEATH BENEFITS............................................................. 23 YOUR FACE AMOUNT OF INSURANCE............................................ 23 YOUR DEATH BENEFIT....................................................... 24 LIFE INSURANCE PROCEEDS.................................................. 24 PAYMENT OF LIFE INSURANCE PROCEEDS....................................... 24 AMOUNT OF LIFE INSURANCE PROCEEDS........................................ 24 TAX QUALIFICATION OPTIONS.................................................. 25 CHANGES IN DEATH BENEFIT OPTIONS........................................... 25 HOW TO REQUEST A CHANGE.................................................. 25 TAX CONSEQUENCES OF CHANGES IN INSURANCE COVERAGE........................ 26 PREMIUM PAYMENTS........................................................... 26 RESTRICTIONS ON PREMIUM.................................................. 26 MINIMUM INITIAL PREMIUM.................................................. 26 PLANNED PERIODIC PREMIUM................................................. 26 ADDITIONAL PREMIUM....................................................... 26 EFFECT OF PREMIUM PAYMENTS............................................... 26 GRACE PERIOD............................................................. 27 PREMIUM ALLOCATIONS...................................................... 27 ALLOCATION RULES......................................................... 27 CREDITING PREMIUM........................................................ 27 FUTURE PREMIUM PAYMENTS.................................................. 28 PREMIUM PAYMENTS AND TRANSACTION REQUESTS IN GOOD ORDER.................... 28 DETERMINING THE ACCOUNT VALUE.............................................. 28 ACCOUNT VALUE IN THE SUBACCOUNTS........................................... 29 ACCUMULATION UNIT VALUES................................................. 29 NET INVESTMENT FACTOR.................................................... 29 GUARANTEED ACCOUNT VALUE................................................. 29 NET ACCOUNT VALUE........................................................ 30 CASH SURRENDER VALUE..................................................... 30 NET CASH SURRENDER VALUE................................................. 30 TRANSFERS.................................................................. 30 MINIMUM AMOUNT OF TRANSFER............................................... 30 FORM OF TRANSFER REQUEST................................................. 30 TRANSFERS FROM THE GUARANTEED ACCOUNT.................................... 30 DATE WE PROCESS YOUR TRANSFER REQUEST.................................... 30 NUMBER OF PERMITTED TRANSFERS/TRANSFER CHARGE............................ 31 DOLLAR COST AVERAGING...................................................... 31 PROCESSING YOUR AUTOMATIC DOLLAR COST AVERAGING TRANSFERS................ 31 MARKET TIMING.............................................................. 32 RESTRICTIONS INITIATED BY THE FUNDS AND INFORMATION SHARING OBLIGATIONS.... 33 CHANGING THE FACE AMOUNT OF INSURANCE...................................... 33 CHANGES IN FACE AMOUNT................................................... 33 INCREASES IN FACE AMOUNT................................................. 33 DECREASES IN FACE AMOUNT................................................. 34 CONSEQUENCES OF A CHANGE IN FACE AMOUNT.................................. 34 EFFECTIVE DATE OF POLICY AND RELATED TRANSACTIONS.......................... 34 VALUATION DATES, TIMES, AND PERIODS...................................... 34 FUND PRICING............................................................. 34 DATE OF RECEIPT.......................................................... 34 COMMENCEMENT OF INSURANCE COVERAGE....................................... 34
3 ISSUE DATE; POLICY MONTHS AND YEARS................................... 34 MONTHLY DEDUCTION DAYS................................................ 35 COMMENCEMENT OF INVESTMENT PERFORMANCE................................ 35 EFFECTIVE DATE OF OTHER PREMIUM PAYMENTS AND REQUESTS THAT YOU MAKE... 35 REPORTS TO POLICY OWNERS................................................ 35 POLICY TRANSACTIONS........................................................ 36 WITHDRAWING POLICY INVESTMENTS.......................................... 36 FULL SURRENDER........................................................ 36 PARTIAL SURRENDER..................................................... 36 LOANS................................................................. 36 MAXIMUM LOAN AMOUNT................................................... 37 INTEREST.............................................................. 37 LOAN ACCOUNT.......................................................... 37 EFFECT OF A LOAN...................................................... 37 OUTSTANDING LOAN...................................................... 37 LOAN REPAYMENT........................................................ 37 MATURITY OF YOUR POLICY................................................. 38 TAX CONSIDERATIONS...................................................... 38 POLICY PAYMENTS............................................................ 38 PAYMENT OPTIONS......................................................... 38 CHANGE OF PAYMENT OPTION.............................................. 38 TAX IMPACT............................................................ 38 THE BENEFICIARY......................................................... 38 ASSIGNMENT OF A POLICY.................................................. 38 PAYMENT OF PROCEEDS..................................................... 39 GENERAL............................................................... 39 DELAY OF GUARANTEED ACCOUNT OPTION PROCEEDS........................... 39 DELAY FOR CHECK CLEARANCE............................................. 39 DELAY OF SEPARATE ACCOUNT PROCEEDS.................................... 39 DELAY TO CHALLENGE COVERAGE........................................... 39 DELAY REQUIRED UNDER APPLICABLE LAW................................... 40 ADDITIONAL RIGHTS THAT WE HAVE............................................. 40 VARIATIONS IN POLICY OR INVESTMENT OPTION TERMS AND CONDITIONS............. 40 UNDERWRITING AND PREMIUM CLASSES...................................... 40 POLICIES PURCHASED THROUGH INTERNAL ROLLOVERS......................... 40 STATE LAW REQUIREMENTS................................................ 40 EXPENSES OR RISKS..................................................... 41 UNDERLYING INVESTMENTS................................................ 41 CHARGES UNDER THE POLICY................................................... 41 DEDUCTIONS FROM PREMIUM................................................. 41 MONTHLY DEDUCTION FROM ACCOUNT VALUE.................................. 41 ADMINISTRATIVE CHARGE................................................. 42 COST OF INSURANCE CHARGE.............................................. 42 DEDUCTIONS AND MONEY MARKET SUBACCOUNT.................................. 42 NET AMOUNT AT RISK...................................................... 42 RATE CLASSES FOR INSUREDS............................................. 42 LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS..... 43 DEDUCTION FROM SEPARATE ACCOUNT ASSETS.................................. 43 DEDUCTIONS UPON POLICY TRANSACTIONS..................................... 44 TRANSFER CHARGE....................................................... 44 SURRENDER CHARGE...................................................... 44
4 SURRENDER CHARGE CALCULATION....................................... 44 SURRENDER CHARGE BASED ON AN INCREASE OR DECREASE IN FACE AMOUNT... 45 PARTIAL SURRENDER CHARGE........................................... 45 PARTIAL SURRENDER CHARGE DUE TO DECREASE IN FACE AMOUNT............ 45 PARTIAL SURRENDER PROCESSING FEE................................... 45 DISCOUNT PURCHASE PROGRAMS......................................... 45 OTHER POLICY PROVISIONS................................................. 46 RIGHT TO EXCHANGE.................................................... 46 MORE ABOUT POLICY CHARGES............................................ 46 PURPOSE OF OUR CHARGES............................................. 46 GENERAL............................................................ 47 ACCOUNT VALUE........................................................ 47 YOUR ACCOUNT VALUE................................................. 47 YOUR INVESTMENT OPTIONS............................................ 47 THE GUARANTEED ACCOUNT............................................. 47 POLICY LAPSE AND REINSTATEMENT.......................................... 47 REINSTATEMENT........................................................ 47 FEDERAL INCOME TAX CONSIDERATIONS....................................... 48 TAX STATUS OF THE POLICY............................................. 48 AGL.................................................................. 48 DIVERSIFICATION AND INVESTOR CONTROL................................. 48 TAX TREATMENT OF THE POLICY.......................................... 49 TAX TREATMENT OF POLICY BENEFITS IN GENERAL.......................... 50 PRE-DEATH DISTRIBUTION............................................... 50 POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS.............. 50 MODIFIED ENDOWMENT CONTRACTS......................................... 50 INTEREST ON LOANS.................................................... 51 POLICY EXCHANGES AND MODIFICATIONS................................... 51 WITHHOLDING.......................................................... 51 CONTRACTS ISSUED IN CONNECTION WITH TAX QUALIFIED PENSION PLANS...... 51 POSSIBLE CHARGE FOR AGL'S TAXES...................................... 51 LEGAL PROCEEDINGS....................................................... 52 REGISTRATION STATEMENTS................................................. 52 INDEX OF SPECIAL WORDS AND PHRASES...................................... 53 APPENDIX A.............................................................. 55
CONTACT INFORMATION: HERE IS HOW YOU CAN CONTACT US ABOUT THE AGL EXECUTIVE ADVANTAGE POLICIES: ADMINISTRATIVE CENTER: HOME OFFICE: ---------------------- ------------------------------------- American General Life Insurance American General Life Insurance Company Company 405 King Street, 4th Floor 2727-A Allen Parkway Wilmington, Delaware 19801 Houston, Texas 77019 1-302-575-5245 1-713-831-3443 5 THE MERGER Effective December 31, 2012, American General Life Insurance Company of Delaware ("AGLD"), an affiliate of AGL, merged with and into AGL ("Merger"). Before the Merger, the Policies were issued by AGLD. Upon the Merger, all Policy obligations that had been those of AGLD became obligations of AGL. In this prospectus, the word "we" refers to AGL. The Merger did not affect the terms of, or the rights and obligations under your Policy, other than to reflect the change to the company that provides your Policy benefits from AGLD to AGL. You will receive a Policy endorsement from AGL that reflects the change from AGLD to AGL. The Merger also did not result in any adverse tax consequences for any Policy Owners. Until we update all the forms to reflect the AGLD merger into AGL, we may provide you with forms, statements or reports that still reflect AGLD as the issuer. You may also contact AGL. You can contact AGL at its Administrative Office, 405 King Street, 4th Floor, Wilmington, Delaware 19801 or call us at 1-302-575-5245. POLICY BENEFITS/RISKS SUMMARY Any Policies issued January 1, 2009 and thereafter comply with the 2001 Commissioners' Standard Ordinary mortality and morbidity tables ("2001 CSO tables"). Please see "Tax Treatment of the Policy" on page 49. This summary describes the Policy's important benefits and risks. The sections in this prospectus following this summary discuss the Policy's benefits and other provisions in more detail. POLICY BENEFITS You may allocate your ACCOUNT VALUE among the 36 variable investment options available under the Policy, each of which invests in an underlying fund (each available portfolio is referred to in this prospectus as a "Fund" and collectively, the "Funds"), and the Guaranteed Account, which credits a specified rate of interest. Your Account Value will vary based on the investment performance of the variable investment options you choose and interest credited in the Guaranteed Account. DEATH BENEFIT .. DEATH BENEFIT PROCEEDS: We pay the death benefit proceeds (reduced by any outstanding Policy loans and any accrued loan interest) to the Beneficiary when the INSURED person dies. In your application to buy an Executive Advantage Policy, you tell us how much life insurance coverage you want. We call this the "FACE AMOUNT" of insurance. .. DEATH BENEFIT OPTIONS: You must choose one of the two death benefit options when you apply for your Policy: . Level Death Benefit Option or . Increasing Death Benefit Option For the Level Death Benefit Option, the death benefit will be the greater of: . Face Amount; or . Account Value on the date of death multiplied by the appropriate minimum death benefit factor. 6 You should consider this death benefit option if you want to minimize your cost of insurance. For the Increasing Death Benefit Option, the death benefit will be the greater of: . Face Amount plus the Account Value; or . Account Value on the date of death multiplied by the appropriate minimum death benefit factor. You should consider this death benefit option if you want your death benefit to increase with your Account Value. Federal tax law may require us to increase the death benefit under any of the above death benefit options. See "Tax Qualification Options" on page 25. FULL SURRENDERS, PARTIAL SURRENDERS, TRANSFERS, AND POLICY LOANS .. FULL SURRENDERS: At any time while the Policy is in force, you may surrender your Policy in full. If you do, we will pay you the Account Value, less any Policy loans and any accrued loan interest, and less any surrender charge that then applies. We call this amount your NET CASH SURRENDER VALUE. A surrender charge may apply. See "Surrender Charge" on page 44. You cannot reinstate a surrendered Policy. A full surrender may have adverse tax consequences. .. PARTIAL SURRENDERS: We will not allow a partial surrender during the first Policy year or during the first 12 months following an increase in Face Amount. You may make two partial surrenders per year. A partial surrender must be at least $500 but may not exceed 90% of your Policy's Net Cash Surrender Value. We may deduct the applicable surrender charge on a partial surrender. Currently, we do not assess a processing charge for partial surrenders. A partial surrender may have adverse tax consequences. .. TRANSFERS: Within certain limits, you may make transfers among the variable investment options and the Guaranteed Account. You may make up to twelve transfers of Account Value among the variable investment options in each Policy year without charge. We currently assess a $25 charge for each transfer after the 12th transfer in a Policy year. There are special limits on transfers involving the Guaranteed Account. .. LOANS: You may take a loan from your Policy at any time after the first Policy year. The maximum loan amount you may take is 90% of your Policy's Net Cash Surrender Value. We charge you interest daily on any OUTSTANDING LOAN at a declared annual rate not in excess of 8%. The maximum net cost (the difference between the rate of interest charged on loans and the amount we credit on the equivalent amount held in the LOAN ACCOUNT) of a loan is 2% per year. You may increase your risk of lapse if you take a loan. Loans may have adverse tax consequences. PREMIUMS .. FLEXIBILITY OF PREMIUMS: After you pay the initial premium, you can pay subsequent premiums at any time (prior to the Policy's maturity) and in any amount less than the maximum amount allowed under tax laws (but not less than $50). You can select a premium payment plan to pay planned periodic premiums annually. You are not required to pay premiums according to the plan. Under certain circumstances, we may limit the amount of a premium payment or reject a premium payment. 7 .. FREE LOOK: When you receive your Policy, the free look period begins. You may return your Policy during this period and receive a refund of the premiums paid. The free look period generally expires the later of: . 10 days after you receive the Policy, or . 45 days after you sign Part I of the application. THE POLICY .. OWNERSHIP RIGHTS: While the Insured person is living, you, as the OWNER of the Policy, may exercise all of the rights and options described in the Policy. These rights include selecting and changing the Beneficiary, changing the Owner, and assigning the Policy. .. SEPARATE ACCOUNT: You may direct the money in your Policy to any of the available variable investment options of the Separate Account. Each variable investment option invests exclusively in one of the Funds listed in this prospectus. The value of your investment in a variable investment option depends on the investment results of the related Fund. We do not guarantee any minimum cash value for amounts allocated to the variable investment options. If the Fund investments go down, the value of a Policy can decline. .. GUARANTEED ACCOUNT: You may place amounts in the Guaranteed Account where it earns interest at the rate of 4% annually. We may declare higher rates of interest, but are not obligated to do so. .. ACCOUNT VALUE: Account Value varies from day to day, depending on the investment performance of the variable investment options you choose, interest we credit to the Guaranteed Account, charges we deduct, and any other transactions (e.g., transfers, partial surrenders and loans). .. PAYMENT OPTIONS: There are several ways of receiving proceeds under the death benefit, surrender, and maturity provisions of the Policy, other than in a lump sum. More detailed information concerning these payment options is available on request from our Administrative Center. See "Payment Options" on page 38. .. TAX BENEFITS: The Policy is designed to afford the tax treatment normally accorded life insurance contracts under federal tax law. Generally, under federal tax law, the death benefit under a qualifying life insurance Policy is excludable from the gross income of the Beneficiary until there is a distribution. In addition, this means that under a qualifying life insurance Policy, cash value accumulates on a tax deferred basis and transfers of cash value among the available investment options under the Policy may be made tax free. Under a qualifying life insurance Policy that is not a modified endowment contract ("MEC"), the proceeds from Policy loans would not be taxed. If the Policy is not a MEC, distributions after the 15th Policy year generally will be treated first as a return of basis or investment in the contract and then as taxable income. Moreover, loans will generally not be treated as distributions. Finally, neither distributions nor loans from a Policy that is not a MEC are subject to the 10% penalty tax. SUPPLEMENTAL BENEFITS AND RIDERS We offer no supplemental benefits or riders with this Policy. 8 POLICY RISKS INVESTMENT RISK The Policy is not suitable as a short-term investment. We designed the Policy to meet long-term financial goals. In the Policy's early years, if the total charges exceed total premiums paid or if your investment choices perform poorly, your Policy may not have any CASH SURRENDER VALUE. Any applicable surrender charge may be large enough in the Policy's early years so that if you fully surrender your Policy you may receive no Cash Surrender Value. If you take multiple partial surrenders, your Account Value may not cover required charges and your Policy would lapse. If you invest your Account Value in one or more variable investment options, then you will be subject to the risk that the investment performance of the variable investment options will be unfavorable. You will also be subject to the risk that the Account Value will decrease because of the unfavorable performance and the resulting higher insurance charges. You could lose everything you invest. You will also be subject to the risk that the investment performance of the variable investment options you choose may be less favorable than that of other variable investment options, and in order to keep the Policy in force may be required to pay more premiums than originally planned. WE DO NOT GUARANTEE A MINIMUM ACCOUNT VALUE. If you allocate NET PREMIUMS to the Guaranteed Account, then we credit your Account Value (in the Guaranteed Account) with a declared rate of interest, but you assume the risk that the rate may decrease, although it will never be lower than a guaranteed minimum annual effective rate of 4%. RISK OF LAPSE If your Net Cash Surrender Value is not enough to pay the charges deducted against Account Value each month, your Policy may enter a 61-day GRACE PERIOD. We will notify you that the Policy will lapse (terminate without value) at the end of the Grace Period unless you make a sufficient payment. Your Policy may also lapse if outstanding Policy loans plus any accrued interest payable exceeds the Cash Surrender Value. If we do not receive a sufficient premium before the end of the Grace Period, the Policy will terminate without value. We will send you a written notice within 30 days of the beginning of any Grace Period. The notice will state that you have 61 days from the due date of the premium to pay the necessary charges to avoid lapse of the Policy. If the Insured dies during the Grace Period, we will still pay the LIFE INSURANCE PROCEEDS to the Beneficiary. The amount we pay will reflect a reduction for the unpaid monthly deductions due on or before the date of the Insured's death. TAX RISKS We anticipate that the Policy should generally qualify as a life insurance contract under federal tax law. However, due to limited guidance under the federal tax law, there is some uncertainty about the application of the federal tax law to the Policy, particularly if you pay the full amount of premiums permitted under the Policy. Please consult a tax adviser about these consequences. Depending on the total amount of premiums you pay, the Policy may be treated as a MEC under federal tax laws. If a Policy is treated as a MEC, then surrenders, partial surrenders, and loans under the Policy will be taxable as ordinary income to the extent there are earnings in the Policy. In addition, a 10% penalty tax may be imposed on surrenders, partial surrenders, and loans taken before you reach age 59 1/2. 9 You should consult a qualified tax adviser for assistance in all Policy-related tax matters. See "Federal Income Tax Considerations" on page 48. PARTIAL SURRENDER AND FULL SURRENDER RISKS The surrender charge under the Policy applies for the first 14 Policy years (and for a maximum of the first 14 Policy years after any increase in the Policy's Face Amount) in the event you surrender the Policy or decrease the Face Amount. The surrender charge may be considerable. Any Outstanding Loan balance reduces the amount available to you upon a partial or full surrender. It is possible that you will receive no Net Cash Surrender Value if you surrender your Policy in the first few Policy years. You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of the Account Value in the near future. We designed the Policy to help meet long-term financial goals. A partial surrender or full surrender may have adverse tax consequences. POLICY LOAN RISKS A Policy loan, whether or not repaid, will affect Account Value over time because we subtract the amount of the loan from the variable investment options and/or Guaranteed Account as collateral, and this loan collateral does not participate in the investment performance of the variable investment options or receive any excess interest credited to the Guaranteed Account. We reduce the amount we pay on the Insured person's death by the amount of any Policy loan and your Policy may lapse (terminate without value) if outstanding Policy loans plus any accrued interest payable reduce the Net Cash Surrender Value to zero. If you surrender the Policy or allow it to lapse while a Policy loan remains outstanding, the amount of the loan, to the extent it has not previously been taxed, is treated as a distribution from the Policy and may be subject to federal income taxation. PORTFOLIO RISKS A discussion of the risks of each Fund may be found in its prospectus. Please refer to the Funds' prospectuses for more information. You may request a copy of any or all of the Fund prospectuses by contacting us at the Administrative Center shown on page 5 of this prospectus. There is no assurance that any of the Funds will achieve its stated investment objective. 10 TABLES OF CHARGES The following tables describe the fees and expenses that are payable, when buying, owning and surrendering a Policy. No Policy Owner will be charged more than the amount we show under the "Maximum Guaranteed Charge" columns. AGL may also make available to Policy Owners other universal life insurance policies with different features and different charges. Please ask your AGL representative about our other policies. The following tables describe the transaction fees and expenses that are payable, at the time that you (1) buy a Policy, (2) surrender a Policy during the first 14 Policy years and the first 14 Policy years following an increase in the Policy's Face Amount, (3) change a Policy's Face Amount, or (4) transfer Account Value between investment options.
TRANSACTION FEES ----------------------------------------------------------------------------------------------------- MAXIMUM CHARGE WHEN CHARGE IS DEDUCTED GUARANTEED CHARGE CURRENT CHARGE ----------------------------- ----------------------- ----------------------- ----------------------- STATUTORY PREMIUM TAX CHARGE Upon receipt of each 3.5%/1/ of each premium 3.5%/1/ of each premium premium payment payment payment DAC TAX CHARGE Upon receipt of each 1.0% 0% premium payment PREMIUM EXPENSE CHARGE Upon receipt of each 9.0% of the amount of 9.0% of the amount of premium payment each premium payment each premium payment
----------------- /1/ Statutory premium tax rates vary by state. For example, the highest premium tax rate, 3.5%, is in the state of Nevada, while the lowest premium tax rate, 0.5%, is in the state of Illinois. Certain local jurisdictions may assess additional premium taxes. 11
TRANSACTION FEES --------------------------------------------------------------------------------------------------------------- WHEN CHARGE IS CHARGE DEDUCTED MAXIMUM GUARANTEED CHARGE CURRENT CHARGE ---------------------------------------- ------------------------- ------------------------- --------------- SURRENDER CHARGE Maximum Charge/1/ Upon a partial surrender $48 per $1,000 of Face $0 per $1,000 or a full surrender of Amount of Face Amount your Policy/2/ Minimum Charge/3/ Upon a partial surrender $13 per $1,000 of Face $0 per $1,000 or a full surrender of Amount of Face Amount your Policy/2/ Example Charge - for the first Upon a partial surrender $26 per $1,000 of Face $0 per $1,000 Policy year - for a 45 year old male, or a full surrender of Amount of Face Amount nonsmoker with a Face Amount your Policy/2/ of $100,000
----------------- /1/ The Maximum Charge for both the maximum guaranteed charge and the current charge occurs during the Insured person's first Policy year. The Maximum Charge is for a male, smoker, age 55 at the Policy's ISSUE DATE, with a Face Amount of $100,000. /2/ The Policies have a Surrender Charge that applies for a maximum of the first 14 Policy years and for a maximum of the first 14 Policy years following an increase in the Policy's Face Amount. The Surrender Charge attributable to an increase in the Policy's Face Amount applies only to the increase in Face Amount. The Surrender Charge will vary based on the Insured person's sex, age, risk class, Policy year and Face Amount. The Surrender Charges shown in the table may not be typical of the charges you will pay. Page 3B of your Policy will indicate the guaranteed Surrender Charges applicable to your Policy. More detailed information concerning your Surrender Charge is available free of charge on request from our Administrative Center shown under "Contact Information" on page 5 of this prospectus. /3/ The Minimum Charge for both the maximum guaranteed charge and the current charge occurs during the Insured person's first Policy year. The Minimum Charge is for a female, nonsmoker, age 18 at the Policy's Issue Date, with a Face Amount of $100,000. 12
TRANSACTION FEES ---------------------------------------------------------------------------------------------------------- MAXIMUM CHARGE WHEN CHARGE IS DEDUCTED GUARANTEED CHARGE CURRENT CHARGE --------------------------------- --------------------------- ------------------ ------------------------- PARTIAL SURRENDER PROCESSING FEE Upon a partial surrender The lesser of $25 $0 of your Policy or 2.0% of the amount of the partial surrender TRANSFER FEE Upon a transfer of $25 for each $25 for each transfer/1/ Account Value transfer/1/ POLICY OWNER ADDITIONAL Upon each request for a $25 $0 ILLUSTRATION CHARGE Policy illustration after the first in a Policy year FLAT MONTHLY CHARGE Monthly, at the $10 $7 beginning of each Policy Month FIRST YEAR ADMINISTRATIVE CHARGE Monthly, at the $25 $0 beginning of each Policy month during the first Policy year FACE AMOUNT INCREASE CHARGE Monthly, at the $25 $0 beginning of each Policy month for the 12 months immediately following the effective date of the increase
----------------- /1/ The first 12 transfers in a Policy year are free of charge. 13 The next table describes the fees and expenses that you will pay periodically during the time that you own the Policy, not including Fund fees and expenses.
PERIODIC CHARGES (OTHER THAN FUND FEES AND EXPENSES) ----------------------------------------------------------------------------------------- MAXIMUM WHEN CHARGE IS GUARANTEED CHARGE DEDUCTED CHARGE CURRENT CHARGE --------------------------- ------------------------- ----------------- ----------------- COST OF INSURANCE CHARGE/1/ Maximum Charge/2/ Monthly, at the beginning $83.33 per $1,000 $20.72 per $1,000 of each Policy month of Net Amount at of Net Amount at Risk/3/ Risk Minimum Charge/4/ Monthly, at the beginning $0.08 per $1,000 $0.02 per $1,000 of each Policy month of Net Amount at of Net Amount at Risk Risk Example Charge for Monthly, at the beginning $0.29 per $1,000 $0.05 per $1,000 the first Policy year - of each Policy month of Net Amount at of Net Amount at for a 45 year old Risk Risk male, nonsmoker, medically underwritten with a Face Amount of $100,000 MORTALITY AND EXPENSE RISK CHARGE Policy years 1-4/5/ Daily annual effective annual effective rate of 1.0% of rate of 0.65% of Account Value Account Value invested in the invested in the variable variable investment investment options options POLICY LOAN INTEREST Annually (on your Policy 8.0% of the 8.0% of the CHARGE anniversary) Outstanding Loan Outstanding Loan balance balance
----------------- /1/ The Cost of Insurance Charge will vary based on the Insured Person's sex, age, risk class, Policy year and Face Amount. The Cost of Insurance Charges shown in the table may not be typical of the charges you will pay. Page 3C of your Policy will indicate the guaranteed Cost of Insurance Charge applicable to your Policy. More detailed information concerning your Cost of Insurance Charge is available on request from our Administrative Center shown under "Contact Information" on page 5 of this prospectus. Also see "Illustrations" on page 23 of this prospectus. /2/ The Maximum Charge for both of the maximum guaranteed charge and the current charge occurs during the 12 months following the policy year in which the insured person attains age 99. The policy anniversary on which the insured person attains 100 is the Policy's maximum maturity date. The Maximum Charge is for a guaranteed issue male, smoker, age 70 at the Policy's Issue Date, with a Face Amount of $100,000. /3/ The Net Amount at Risk is the difference between the current death benefit under your Policy divided by 1.0032737 and your Account Value under the Policy. /4/ The Minimum Charge for both the maximum guaranteed charge and the current charge occurs in Policy year 1. The Minimum Charge is for a medically underwritten female, nonsmoker, age 18 at the Policy's Issue Date, with a Face Amount of $100,000. /5/ After the 4th Policy year, the maximum Mortality and Expense Charge will be as follows: Policy years 5-20 annual effective rate of 1.00% (guaranteed) and 0.20% (current) Policy years 21+ annual effective rate of 1.00% (guaranteed) and 0.15% (current) 14 The next table describes the Fund fees and expenses that you will pay periodically during the time that you own the Policy. The table shows the maximum and minimum Total Annual Fund Operating Expenses before contractual waiver or reimbursement for any of the Funds for the fiscal year ended December 31, 2011. Current and future expenses for the Funds may be higher or lower than those shown.
ANNUAL FUND FEES AND EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE FUND ASSETS) ------------------------------------------------------------------------------------ CHARGE MAXIMUM MINIMUM -------------------------------------------------------------------- ------- ------- TOTAL ANNUAL FUND OPERATING EXPENSES FOR ALL OF THE FUNDS (EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS INCLUDE MANAGEMENT FEES, DISTRIBUTION (12B-1) FEES, AND OTHER EXPENSES)/1/ 1.61% 0.10%
Details concerning each Fund's specific fees and expenses are contained in the Funds' prospectuses. 1 Currently 6 of the Funds have contractual reimbursements or fee waivers. These reimbursements or waivers expire on April 30, 2013. The impact of contractual reimbursements or fee waivers is as follows:
CHARGE MAXIMUM MINIMUM ------ ------- ------- Total Annual Fund Operating Expenses for all of the Funds After Contractual Reimbursement or Fee Waiver 1.60% 0.10%
15 GENERAL INFORMATION AMERICAN GENERAL LIFE INSURANCE COMPANY We are American General Life Insurance Company ("AGL"). AGL is a stock life insurance company organized under the laws of Texas. AGL's home office is 2727-A Allen Parkway, Houston, Texas 77019-2191. AGL is a successor in interest to a company originally organized under the laws of Delaware on January 10, 1917. AGL is an indirect, wholly-owned subsidiary of American International Group, Inc. ("AIG"), a Delaware corporation. AGL is regulated for the benefit of Policy Owners by the insurance regulator in its state of domicile and also by all state insurance departments where it is licensed to conduct business. AGL is required by its regulators to hold a specified amount of reserves in order to meet its contractual obligations to Policy Owners. Insurance regulations also require AGL to maintain additional surplus to protect against a financial impairment; the amount of which surplus is based on the risks inherent in AGL's operations. American General Life Companies, www.americangeneral.com, is the marketing name for a group of affiliated domestic life insurers, including AGL. AIG is a leading international insurance organization serving customers in more than 130 countries. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange. On September 22, 2008, AIG entered into a revolving credit facility ("FRBNY Credit Facility") with the Federal Reserve Bank of New York ("NY Fed"). On January 14, 2011, AIG completed a series of integrated transactions (the "Recapitalization") to recapitalize AIG. In the Recapitalization, AIG repaid the NY Fed approximately $21 billion in cash, representing complete repayment of all amounts owing under the FRBNY Credit Facility, and the facility was terminated. As a result of the Recapitalization, AIG was controlled by the Department of Treasury. As of December 14, 2012, the Department of Treasury sold its remaining shares of AIG Common Stock. The transactions described above do not alter our obligations to you. More information about AIG may be found in the regulatory filings AIG files from time to time with the U.S. Securities and Exchange Commission ("SEC") at www.sec.gov. We may occasionally publish in advertisements, sales literature and reports the ratings and other information assigned to the company by one or more independent rating organizations such as A.M. Best Company, Moody's, and Standard & Poor's. The purpose of the ratings is to reflect the rating organization's opinion of our financial strength and our ability to meet our contractual obligations to Policy Owners and should not be considered as bearing on the investment performance of assets held in the Separate Account. The ratings are not recommendations to purchase our life insurance or annuity products or to hold or sell these products, and the ratings do not comment on the suitability of such products for a particular investor. There can be no assurance that any rating will remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by a rating organization if, in such organization's judgment, future circumstances so warrant. The ratings do not reflect the investment 16 performance of the Separate Account or the degree of risk associated with an investment in the Separate Account. THE SEPARATE ACCOUNT We established the Separate Account as a separate investment account on June 5, 1986. Before December 31, 2012, Separate Account II ("Separate Account") was a separate account of AGLD, named Variable Account II and originally established under Delaware law on June 5, 1986. On December 31, 2012, and in conjunction with the merger of AGL and AGLD, the Separate Account was transferred to and became a separate account of AGL under Texas law. It may be used to support the policy and other variable life insurance policies, and used for other permitted purposes. The Separate Account is registered with the Securities and Exchange Commission as a unit investment trust under the federal securities laws. We own the assets in the Separate Account. The Separate Account is divided into subaccounts. The Separate Account may include other subaccounts which are not available under the Policy. The assets in the Separate Account may not be used to pay any liabilities of AGL other than those arising from the Policies, and AGL is obligated to pay all amounts due the Policy Owners under the Policies. GUARANTEE OF INSURANCE OBLIGATIONS Insurance policy obligations under all policies issued by AGLD prior to December 29, 2006 at 4:00 p.m. Eastern time are guaranteed (the "Guarantee") by National Union Fire Insurance Company of Pittsburgh, Pa. ("National Union"), an affiliate of AGL. As of December 29, 2006 at 4:00 p.m. Eastern time (the "Point of Termination"), the Guarantee was terminated for prospectively issued policies. The Guarantee will not cover any Policies with a date of issue later than the Point of Termination. The Guarantee will continue to cover Policies with an Issue Date earlier than the Point of Termination until all insurance obligations under such Policies are satisfied in full. Insurance obligations include, without limitation, Account Value invested in any available fixed investment option, death benefits, and income options. The Guarantee does not guarantee variable Account Value or the investment performance of the variable investment options available under the policies. The Guarantee provides that individual policy owners can enforce the Guarantee directly. Guarantees for policies issued prior to the Merger will continue after the Merger. As a result, the Merger of AGLD into AGL will not impact the insurance obligations under the Guarantee. National Union is a stock property-casualty insurance company incorporated under the laws of the Commonwealth of Pennsylvania on February 14, 1901. National Union's principal executive office is located at 175 Water Street, 18th Floor, New York, New York 10038. National Union is licensed in all 50 states of the United States and the District of Columbia, as well as certain foreign jurisdictions, and engages in a broad range of insurance and reinsurance activities. National Union, an affiliate of AGL, is an indirect wholly owned subsidiary of American International Group. 17 ADDITIONAL INFORMATION We have filed a Statement of Additional Information (the "SAI") with the SEC which includes more information about your Policy. The back cover page of this prospectus describes how you can obtain a copy of the SAI. COMMUNICATION WITH AGL When we refer to "you," we mean the person who is authorized to take any action with respect to a Policy. Generally, this is the Owner named in the Policy. Where a Policy has more than one Owner, each Owner generally must join in any requested action, except for transfers and changes in the allocation of future premiums or changes among the investment options. ADMINISTRATIVE CENTER. The Administrative Center provides service to all Policy Owners. For applicants, your AGL representative will tell you if you should use an address other than the Administrative Center address. All premium payments, requests, directions and other communications should be directed to the appropriate location. See AGL's addresses under "Contact Information" on page 5 of this prospectus. GENERAL. It is your responsibility to carefully review all documents you receive from us and immediately notify the Administrative Center of any potential inaccuracies. We will follow up on all inquiries. Depending on the facts and circumstances, we may retroactively adjust your Policy, provided you notify us of your concern within 30 days of receiving the transaction confirmation, statement or other document. Any other adjustments we deem warranted are made as of the time we receive notice of the potential error. If you fail to notify the Administrative Center of any potential mistakes or inaccuracies within 30 days of receiving any document, we will deem you to have ratified the transaction. APPLYING FOR A POLICY To purchase a Policy, you must complete an application and submit it to us. You must specify certain information in the application, including the Face Amount and the death benefit option. We may also require information to determine if the Insured is an acceptable risk to us. We may require a medical examination of the Insured and ask for additional information. OUR AGE REQUIREMENT FOR THE INSURED. You may apply for a Policy to cover a person who is at least 18 but no more than 70 years of age. THE MINIMUM FACE AMOUNT. The Face Amount must be at least $50,000, for each Insured. WE REQUIRE A MINIMUM INITIAL PREMIUM. We require that you pay a minimum initial premium before we will issue the Policy. You may pay the minimum initial premium when you submit the application or at a later date. We will not issue a Policy until we have accepted the application. We reserve the right to reject an application for any reason or "rate" an Insured as a substandard risk. WHEN YOUR COVERAGE WILL BE EFFECTIVE. Your Policy will become effective after: . We accept your application; . We receive an initial premium payment in an amount we determine; and 18 . We have completed our review of your application to our satisfaction. GENERAL. You should mail checks (or use express delivery, if you wish) for premium payments and loan repayments directly to the appropriate address shown on your billing statement. If you do not receive a billing statement, send your premium directly to the Administrative Center shown under "Contact Information" on page 5 of this prospectus. You must make the following requests in writing: . transfer of Account Value; . loan; . full surrender; . partial surrender; . change of Beneficiary or contingent Beneficiary; . change of allocation percentages for premium payments; . change of allocation percentages for Policy deductions; . loan repayments or loan interest payments; . change of death benefit option or manner of death benefit payment; . change in Face Amount; . addition or cancellation of, or other action with respect to, election of a payment option for Policy proceeds; and . tax withholding elections. You should mail these requests (or use express delivery, if you wish) to the Administrative Center address shown under "Contact Information" on page 5 of this prospectus. You should also communicate notice of the Insured person's death, and related documentation, to our Administrative Center address. We have special forms which should be used for loans, assignments, partial and full surrenders, changes of Owner or Beneficiary, and all other contractual changes. You will be asked to return your Policy when you request a full surrender. You may obtain these forms from our Administrative Center or from your AGL representative. Each communication must include your name, Policy number and, if you are not the Insured person, that person's name. We cannot process any requested action that does not include all required information. VARIABLE INVESTMENT OPTIONS We divided the Separate Account into variable investment options, each of which invests in shares of a corresponding Fund. Currently, you may invest premium payments in variable investment options investing in the Funds listed in the following table. One or more of the Funds may sell its shares to other funds. The name of each Fund describes its type (for example, money market fund, growth fund, equity fund, etc.) except for the Funds with footnotes next to their names. For these Funds, whose name does not describe its type, we provide the information immediately following the table. The text of the footnotes follows the table. Fund sub-advisers are shown in parentheses.
INVESTMENT ADVISER (SUB-ADVISER, IF VARIABLE INVESTMENT OPTIONS APPLICABLE) --------------------------- ------------------------------------- AllianceBernstein VPS Growth and Income AllianceBernstein L.P. Portfolio - Class A AllianceBernstein VPS Growth Portfolio - AllianceBernstein L.P. Class A AllianceBernstein VPS Large Cap Growth AllianceBernstein L.P. Portfolio - Class A American Century(R) VP Income & Growth American Century Investment Fund - Class I Management, Inc.
19
INVESTMENT ADVISER (SUB-ADVISER, IF VARIABLE INVESTMENT OPTIONS APPLICABLE) --------------------------- -------------------------------------- American Century(R) VP International American Century Investment Fund - Class I Management, Inc. BlackRock Basic Value V.I. Fund - BlackRock Advisors, LLC (BlackRock Class I Shares/1/ Investment Management, LLC) BlackRock Capital Appreciation V.I. Fund BlackRock Advisors, LLC (BlackRock - Class I Shares Investment Management, LLC) BlackRock U.S. Government Bond V.I. Fund BlackRock Advisors, LLC (BlackRock - Class I Shares/2/ Financial Management, Inc.) BlackRock Value Opportunities V.I. Fund BlackRock Advisors, LLC (BlackRock - Class I Shares/3/ Investment Management, LLC) Fidelity(R) VIP Balanced Portfolio - Fidelity Management & Research Initial Class Company ("FMR") (FMR Co., Inc.) (Fidelity Investments Money Management, Inc.) (Other affiliates of FMR) Fidelity(R) VIP Contrafund(R) Portfolio FMR - Initial Class/4/ (FMR Co., Inc.) (Other affiliates of FMR) Fidelity(R) VIP Index 500 Portfolio - FMR Initial Class (FMR Co., Inc.) (Geode Capital Management, LLC) Fidelity(R) VIP Money Market Portfolio - FMR Initial Class (Fidelity Investments Money Management, Inc.) (Other affiliates of FMR) Franklin Templeton VIP Templeton Templeton Asset Management Ltd. Developing Markets Securities Fund - Class 2/5/ Franklin Templeton VIP Templeton Foreign Templeton Investment Counsel, LLC Securities Fund - Class 2/6/ Franklin Templeton VIP Templeton Growth Templeton Global Advisors Limited Securities Fund - Class 2 (Templeton Asset Management Ltd.) Goldman Sachs VIT Strategic Goldman Sachs Asset Management International Equity Fund - International Institutional Shares/7/ Goldman Sachs VIT Structured U.S. Equity Goldman Sachs Asset Management, L.P. Fund - Institutional Shares/8/ Invesco V.I. High Yield Fund - Series I Invesco Advisers, Inc. Shares Invesco Van Kampen V.I. Mid Cap Value Invesco Advisers, Inc. Fund - Series I Shares JPMorgan IT Small Cap Core Portfolio - J.P. Morgan Investment Management Inc. Class 1 Shares Neuberger Berman AMT Large Cap Value Neuberger Berman Management LLC Portfolio - Class I Shares/9/ (Neuberger Berman LLC) PIMCO VIT High Yield Portfolio - Pacific Investment Management Company Administrative Class LLC PIMCO VIT Long-Term U.S. Government Pacific Investment Management Company Portfolio - Administrative Class LLC PIMCO VIT Real Return Portfolio - Pacific Investment Management Company Administrative Class/10/ LLC PIMCO VIT Short-Term Portfolio - Pacific Investment Management Company Administrative Class LLC PIMCO VIT Total Return Portfolio - Pacific Investment Management Company Administrative Class LLC UIF Core Plus Fixed Income Portfolio - Morgan Stanley Investment Management Class I Shares Inc. UIF Emerging Markets Equity Portfolio - Morgan Stanley Investment Management Class I Shares Inc. (Morgan Stanley Investment Management Limited) (Morgan Stanley Investment Management Company) UIF Mid Cap Growth Portfolio - Class I Morgan Stanley Investment Management Shares Inc. VALIC Co. I International Equities VALIC* (PineBridge Investments LLC) Fund/11/ VALIC Co. I Mid Cap Index Fund VALIC* (SunAmerica Asset Management Corp.) VALIC Co. I Small Cap Index Fund/12/ VALIC* (SunAmerica Asset Management Corp.) Vanguard** VIF Total Bond Market Index The Vanguard Group, Inc. Portfolio Vanguard** VIF Total Stock Market Index The Vanguard Group, Inc. Portfolio
-------- 20 /1/ The Fund type for BlackRock Basic Value V.I. Fund - Class I Shares is capital appreciation and secondarily, income. /2/ The Fund type for BlackRock U.S. Government Bond V.I. Fund - Class I Shares is maximizing total return, consistent with income generation and prudent investment management. /3/ The Fund type for BlackRock Value Opportunities V.I. Fund - Class I Shares is long-term growth of capital. /4/ The Fund type for Fidelity(R) VIP Contrafund(R) Portfolio - Initial Class is long-term capital appreciation. /5/ The Fund type for Franklin Templeton VIP Templeton Developing Markets Securities Fund - Class 2 is long-term capital appreciation. /6/ The Fund type for Franklin Templeton VIP Templeton Foreign Securities Fund - Class 2 is long-term capital growth. /7/ The Fund type for Goldman Sachs VIT Strategic International Equity Fund - Institutional Shares is long-term growth of capital. /8/ The Fund type for Goldman Sachs VIT Structured U.S. Equity Fund - Institutional Shares is long-term growth of capital and dividend income. /9/ The Fund type for Neuberger Berman AMT Large Cap Value Portfolio is large cap value. /10/ The Fund type for PIMCO VIT Real Return Portfolio - Administrative Class is maximum real return. /11/ The Fund type for VALIC Co. I International Equities Fund is long-term growth of capital through investments primarily in a diversified portfolio of equity and equity-related securities of foreign issuers. /12/ The Fund type for VALIC Co. I. Small Cap Index Fund is growth of capital through investment primarily in a diversified portfolio of common stocks that, as a group, the sub-adviser believes may provide investment results closely corresponding to the performance of the Russell 2000(R) Index. * "VALIC" means The Variable Annuity Life Insurance Company. ** "Vanguard" is a trademark of The Vanguard Group, Inc. From time to time, certain Fund names are changed. When we are notified of a name change, we will make changes so that the new name is properly shown. However, until we complete the changes, we may provide you with various forms, reports and confirmations that reflect a Fund's prior name. YOU CAN LEARN MORE ABOUT THE FUNDS, THEIR INVESTMENT POLICIES, RISKS, EXPENSES AND ALL OTHER ASPECTS OF THEIR OPERATIONS BY READING THEIR PROSPECTUSES. You should carefully read the Funds' prospectuses before you select any variable investment option. We do not guarantee that any Fund will achieve its objective. In addition, no single Fund or investment option, by itself, constitutes a balanced investment plan. We have entered into various services agreements with most of the advisers or administrators for the Funds. We receive payments for the administrative services we perform such as proxy mailing and tabulation, mailing of fund related information and responding to Policy Owners' inquiries about the Funds. Currently, these payments range from 0.15% to 0.35% of the daily market value of the assets invested in the underlying Fund as of a certain date, usually paid at the end of each calendar quarter. From time to time some of these arrangements may be renegotiated so that we receive a greater payment than previously paid depending on our determination that the expenses that we are incurring are greater than we anticipated. If the expenses we incur are less than we anticipate, we may make a profit from some of these arrangements. These payments do not result in any additional charges under the Policies that are not described under "Charges Under the Policy" on page 41. We also receive what is referred to as "12b-1 fees" from some of the Funds themselves. These fees are designed to help pay for our direct and indirect distribution costs for the Policies. These fees are generally equal to 0.25% of the daily market value of the assets invested in the underlying Fund. GUARANTEED INVESTMENT OPTION Under the Policy, you may currently allocate your Account Value to the Guaranteed Account. In addition, if you request a loan, we will allocate part of your Account Value to the Loan Account which is part of the Guaranteed Account. 21 We may treat each allocation and transfer separately for purposes of crediting interest and making deductions from the Guaranteed Account. All of your Account Value held in the Guaranteed Account will earn interest at a rate we determine in our sole discretion. This rate will never be less than 4% per year compounded annually. The Loan Account portion of your Account Value may earn a different interest rate than the remaining portion of your Account Value in the Guaranteed Account. We will deduct any transfers, partial surrenders or any Policy expenses from the Guaranteed Account and your variable investment options on a pro rata basis, unless you provide other directions. No portion of the Loan Account may be used for this purpose. If we must pay any part of the proceeds for a loan, partial surrender or full surrender from the Guaranteed Account, we may defer the payment for up to six months from the date we receive the written request. If we defer payment from the Guaranteed Account for 30 days or more, we will pay interest on the amount we deferred at a rate of 4% per year, compounded annually, until we make payment. You may transfer Account Value into the Guaranteed Investment Option at any time. However, there are restrictions on the amount you may transfer out of the Guaranteed Investment Option in a Policy year. Please see "Transfers from the Guaranteed Account" on page 30. GUARANTEED ACCOUNT VALUE On any VALUATION DATE, the Guaranteed Account portion of your Policy Account Value equals: . the total of all Net Premium, allocated to the Guaranteed Account, plus . any amounts transferred to the Guaranteed Account, plus . interest credited on the amounts allocated and transferred to the Guaranteed Account, less . the amount of any transfers from the Guaranteed Account, less . the amount of any partial surrender, including the partial surrender charges, taken from the Guaranteed Account, less . the allocated portion of the monthly deduction deducted from the Guaranteed Account, plus . the amount of the Loan Account. If you take a loan, we transfer the amount of the loan to the Loan Account held in the Guaranteed Account. The value of your Loan Account includes transfers to and from the Loan Account as you take and repay loans and interest credited on the Loan Account. VOTING PRIVILEGES We are the legal owner of the Funds' shares held in the Separate Account. However, you may be asked to instruct us how to vote the Fund shares held in the various Funds that are attributable to your Policy at meetings of shareholders of the Funds. The number of votes for which you may give directions 22 will be determined as of the record date for the meeting. The number of votes that you may direct related to a particular Fund is equal to (a) your Account Value invested in that Fund divided by (b) the net asset value of one share of that Fund. Fractional votes will be recognized. We will vote all shares of each Fund that we hold of record, including any shares we own on our own behalf, in the same proportions as those shares for which we have received instructions from Owners participating in that Fund through the Separate Account. Even if Policy Owners participating in that Fund choose not to provide voting instructions, we will vote the Fund's shares in the same proportions as the voting instructions which we actually receive. As a result, the instructions of a small number of Policy Owners could determine the outcome of matters subject to shareholder vote. If you are asked to give us voting instructions, we will send you the proxy material and a form for providing such instructions. Should we determine that we are no longer required to send the Owner such materials, we will vote the shares as we determine in our sole discretion. In certain cases, we may disregard instructions relating to changes in a Fund's investment manager or its investment policies. We will advise you if we do and explain the reasons in our next report to Policy Owners. AGL reserves the right to modify these procedures in any manner that the laws in effect from time to time allow. ILLUSTRATIONS We may provide you with illustrations for your Policy's death benefit, Account Value, and Net Cash Surrender Value based on hypothetical rates of return. Hypothetical illustrations also assume costs of insurance for a hypothetical person. These illustrations are illustrative only and should not be considered a representation of past or future performance. Your actual rates of return and actual charges may be higher or lower than these illustrations. The actual return on your Account Value will depend on factors such as the amounts you allocate to particular investment options, the amounts deducted for the Policy's fees and charges, the variable investment options' fees and charges, and your Policy loan and partial surrender history. Before you purchase the Policy, we will provide you with what we refer to as a personalized illustration. A personalized illustration shows future benefits under the Policy based upon (1) the proposed Insured person's age and rate class and (2) your selection of a death benefit option, Face Amount, planned periodic premiums and proposed investment options. After you purchase the Policy and upon your request, we will provide a similar personalized illustration that takes into account your Policy's actual values and features as of the date the illustration is prepared. We reserve the right to charge a $25 fee for personalized illustrations prepared after the Policy is issued if you request us to do so more than once each year. We do not currently charge for additional personalized illustrations. POLICY FEATURES DEATH BENEFITS YOUR FACE AMOUNT OF INSURANCE. In your application to buy an Executive Advantage Policy, you tell us how much life insurance coverage you want. We call this the "Face Amount" of insurance. Investment performance affects the amount of your Policy's Account Value. We deduct all charges from your Account Value. The amount of the monthly charges may differ from month to month. 23 However, as long as all applicable charges are paid on a timely basis each month, the Face Amount of insurance payable under your Policy is unaffected by investment performance. See "Monthly Deduction From Account Value" on page 41. YOUR DEATH BENEFIT. You must choose one of the two death benefit options at the time we issue your Policy. . Level Death Benefit Option; or . Increasing Death Benefit Option. For the Level Death Benefit Option, the death benefit will be the greater of: . Face Amount; or . Account Value on the date of death multiplied by the appropriate minimum death benefit factor. You should consider this death benefit option if you want to minimize your cost of insurance. For the Increasing Death Benefit Option, the death benefit will be the greater of: . Face Amount plus the Account Value; or . Account Value on the date of death multiplied by the appropriate minimum death benefit factor. You should consider this death benefit option if you want your death benefit to increase with your Account Value. LIFE INSURANCE PROCEEDS. During the Policy term, we will pay the Life Insurance Proceeds to the Beneficiary after the Insured's death. To make payment, we must receive at our Administrative Center: . satisfactory proof of the Insured's death; and . the Policy. PAYMENT OF LIFE INSURANCE PROCEEDS. We will pay the Life Insurance Proceeds generally within seven days after we receive the information we require. We will pay the Life Insurance Proceeds to the Beneficiary in one lump sum or, if elected, under a payment option. Payment of the Life Insurance Proceeds may also be affected by other provisions of the Policy. We will pay interest on the Life Insurance Proceeds from the date of the Insured's death to the date of payment as required by applicable state law. AMOUNT OF LIFE INSURANCE PROCEEDS. We will determine the Life Insurance Proceeds as of the date of the Insured's death. The Life Insurance Proceeds will equal: . the amount of the death benefit determined according to the death benefit option selected; minus 24 . the Outstanding Loan, if any, and accrued loan interest; minus . any overdue monthly deductions if the Insured dies during a Grace Period. TAX QUALIFICATION OPTIONS Section 7702 of the CODE provides alternative testing procedures for meeting the definition of life insurance. Each Policy must qualify under one of these two tests and you may select the test we use for ensuring your Policy meets the definition of life insurance. Under both tests under Section 7702, there is a minimum death benefit required at all times. This is equal to the Account Value multiplied by the appropriate minimum death benefit factor. These factors depend on the tax qualification option and may be based on the ATTAINED AGE, sex and rate class of the Insured. A table of the applicable factors is located in the Policy. The two tax qualification options are: . Guideline Premium/Cash Value Corridor Test. . Cash Value Accumulation Test. You must elect one of these tests when you apply for a Policy. After we issue your Policy, the choice may not be changed. CHANGES IN DEATH BENEFIT OPTIONS If you have selected the Level Death Benefit Option you may change to the Increasing Death Benefit Option. You may also change from the Increasing Death Benefit Option to the Level Death Benefit Option. HOW TO REQUEST A CHANGE. You may change your death benefit option by providing your agent with a written request or by writing us at our Administrative Center. We may require that you submit satisfactory evidence of insurability to us. If you request a change from the Level Death Benefit Option to the Increasing Death Benefit Option, we will decrease the Face Amount by an amount equal to your Account Value on the date the change takes effect. However, we reserve the right to decline to make such a change if it would reduce the Face Amount below the minimum Face Amount. If you request a change from the Increasing Death Benefit Option to the Level Death Benefit Option, we will increase the Face Amount by an amount equal to your Account Value on the date the change takes effect. Such decreases and increases in the Face Amount are made so that the Life Insurance Proceeds remain the same on the date the change takes effect. Once approved, we will issue new Policy information pages and attach a copy of your application for change. We reserve the right to decline to make any changes that we determine would cause the Policy to fail to qualify as life insurance under our interpretation of the Code. The change will take effect on the next MONTHLY ANNIVERSARY that coincides with or next follows the date we approve your request. 25 TAX CONSEQUENCES OF CHANGES IN INSURANCE COVERAGE. Please read "Federal Income Tax Considerations" starting on page 48 of this prospectus to learn about possible tax consequences of changing your insurance coverage under your Policy. PREMIUM PAYMENTS The Policy allows you to select the timing and amount of premium payments within limits. Send premium payments to our Administrative Center. RESTRICTIONS ON PREMIUM. We may not accept any premium payment: . If it is less than $50; . If the premium would cause the Policy to fail to qualify as a life insurance contract as defined in Section 7702 of the Code, we will refund any portion of any premium that causes the Policy to fail. In addition, we will monitor the Policy and will attempt to notify you on a timely basis if your Policy is in jeopardy of becoming a modified endowment contract under the Code; or . If the premium would increase the amount of our risk under your Policy by an amount greater than that premium amount. In such cases, we may require satisfactory evidence of insurability before accepting that premium. MINIMUM INITIAL PREMIUM. We will calculate the minimum initial premium. The amount is based on a number of factors, including the age, sex, and underwriting class of the proposed Insured and the desired Face Amount. PLANNED PERIODIC PREMIUM. When you apply for a Policy, you select a plan for paying annual level premiums. We will establish a minimum amount that may be used as the planned periodic premium. We may recalculate this minimum amount if the Face Amount of the Policy is increased or decreased. You are not required to pay premiums in accordance with this plan. Rather, you can pay more or less than the planned periodic premium or skip a planned periodic premium entirely. At any time you can change the amount and frequency of the planned periodic premium by sending a written notice to our Administrative Center. ADDITIONAL PREMIUM. Additional premiums are premiums other than planned premiums. Additional premiums may be paid in any amount and at any time subject to the Code. Depending on the Account Value at the time of an increase in the Face Amount and the amount of the increase requested, an additional premium may be needed to prevent your Policy from terminating. EFFECT OF PREMIUM PAYMENTS. In general, paying all planned periodic premiums may not prevent your Policy from lapsing. In addition, if you fail to pay any planned periodic premium, your Policy will not necessarily lapse. Your Policy will lapse only when the Net Cash Surrender Value on a Monthly Anniversary is less than the amount of that date's monthly deduction. This could happen if the Net Cash Surrender Value has decreased because: 26 . of the negative return or insufficient return earned by one or more of the subaccounts you selected; or . of any combination of the following -- you have Outstanding Loans, you have taken partial surrenders, we have deducted Policy expenses, or you have made insufficient premium payments to offset the monthly deduction. GRACE PERIOD. In order for insurance coverage to remain in force, the Net Cash Surrender Value on each Monthly Anniversary must be equal to or greater than the total monthly deductions for that Monthly Anniversary. If it is not, you have a Grace Period of 61 days during which the Policy will continue in force. The Grace Period begins on the Monthly Anniversary that the Net Cash Surrender Value is less than the total monthly deductions then due. If we do not receive a sufficient premium before the end of the Grace Period, the Policy will terminate without value. We will send you a written notice within 30 days of the beginning of any Grace Period. The notice will state that a Grace Period of 61 days has begun. The amount of premium required to prevent your Policy from terminating is equal to the amount needed to increase the Net Cash Surrender Value sufficiently to cover total monthly deductions for the next three (3) Monthly Anniversaries. If the Insured dies during the Grace Period, we will still pay the Life Insurance Proceeds to the Beneficiary. The amount we pay will reflect a reduction for the unpaid monthly deductions due on or before the date of the Insured's death. If your Policy lapses with an Outstanding Loan you may have taxable income. PREMIUM ALLOCATIONS. In the application, you specify the percentage of Net Premium to be allocated to each subaccount and Guaranteed Account. However, until the period to examine and cancel expires, we invest this amount in the Money Market subaccount. On the first business day after the period expires, we will reallocate your Account Value based on the premium allocation percentages in your application. For all subsequent premiums, we will use the allocation percentages you specified in the application until you change them. You can change the allocation percentages at any time by sending written notice to our Administrative Center. The change will apply to all premium received with or after your notice. ALLOCATION RULES. Your allocation instructions must meet the following requirements: . Each allocation percentage must be a whole number; . Any allocation to a subaccount must be at least 5%; and . the sum of your allocations must equal 100%. CREDITING PREMIUM. Your initial Net Premium will be credited to your Account Value as of the POLICY DATE. We will credit and invest subsequent Net Premiums on the date we receive the premium or notice of deposit at our Administrative Center. We will process premiums at the price next computed after receipt of premium. Premiums received by 4:00 p.m., Eastern time, on a Valuation Date will be 27 processed as of that day. Premiums received after 4:00 p.m., Eastern time, on a Valuation Date will be processed as of the next Valuation Date. If any premium requires us to accept additional risk, we will allocate this amount to the Money Market subaccount until we complete our underwriting. When accepted, and at the end of the period to examine and cancel the Policy, we will allocate it in accordance with your allocation percentages. FUTURE PREMIUM PAYMENTS. You may at any time change the investment options in which future premiums you pay will be invested. Your allocation must, however, be in whole percentages that total 100%. The Policy allows you to choose how to invest your Account Value. Your Account Value will increase or decrease based on: . The returns earned by the subaccounts you select. . Interest credited on amounts allocated to the Guaranteed Account. We will determine your Policy benefits based upon your Account Value. If your Account Value is insufficient, your Policy may terminate. If the Net Cash Surrender Value on a Monthly Anniversary is less than the amount of that date's monthly deduction, the Policy will be in default and a Grace Period will begin. PREMIUM PAYMENTS AND TRANSACTION REQUESTS IN GOOD ORDER We will accept the Policy Owner's instructions to allocate premium payments to investment options, to make redemptions (including loans) or to transfer values among the Policy Owner's investment options, contingent upon the Policy Owner's providing us with instructions in good order. This means that the Policy Owner's request must be accompanied by sufficient detail to enable us to allocate, redeem or transfer assets properly. When we receive a premium payment or transaction request in good order, it will be treated as described under "Effective date of other premium payments and requests that you make" on page 35 of this prospectus. If we receive an instruction that is not in good order, the requested action will not be completed, and any premium payments that cannot be allocated will be held in a non-interest bearing account until we receive all necessary information. We will attempt to obtain Policy Owner guidance on requests not received in good order for up to five business days following receipt. For instance, one of our representatives may telephone the Policy Owner to determine the intent of a request. If a Policy Owner's request is still not in good order after five business days, we will cancel the request, and return any unallocated premiums to the Policy Owner along with the date the request was canceled. DETERMINING THE ACCOUNT VALUE On the Policy Date, your Account Value is equal to your initial Net Premium. If the Policy Date and the ISSUE DATE are the same day, the Account Value is equal to your initial premium, less the premium expenses and monthly deduction. On each Valuation Date thereafter, your Account Value is equal to: 28 . Your Account Value held in the subaccounts; and . Your Account Value held in the Guaranteed Account. Your Account Value will reflect: . the premiums you pay; . the returns earned by the subaccounts you select; . the interest credited on amounts allocated to the Guaranteed Account; . any loans or partial surrender; and . the Policy expenses we deduct. ACCOUNT VALUE IN THE SUBACCOUNTS We measure your Account Value in the subaccounts by the value of the subaccounts' accumulation units we credit to your Policy. When you allocate premiums or transfer part of your Account Value to a subaccount, we credit your Policy with accumulation units in that subaccount. The number of accumulation units equals the amount allocated to the subaccount divided by that subaccount's accumulation unit value for the Valuation Date when the allocation is effected. The number of subaccount accumulation units we credit to your Policy will: . increase when Net Premium is allocated to the subaccount, amounts are transferred to the subaccount and loan repayments are credited to the subaccount; or . decrease when the allocated portion of the monthly deduction is taken from the subaccount, a loan is taken from the subaccount, an amount is transferred from the subaccount, or a partial surrender, including the partial surrender charges, is taken from the subaccount. ACCUMULATION UNIT VALUES. A subaccount's accumulation unit value varies to reflect the return of the portfolio and may increase or decrease from one Valuation Date to the next. We arbitrarily set the accumulation unit value for each subaccount at $10 when the subaccount was established. Thereafter, the accumulation unit value equals the accumulation unit value for the prior VALUATION PERIOD multiplied by the Net Investment Factor for the current Valuation Period. NET INVESTMENT FACTOR. The net investment factor is an index we use to measure the investment return earned by a subaccount during a Valuation Period. It is based on the change in net asset value of the portfolio shares held by the subaccount, and reflects any dividend or capital gain distributions on the portfolio shares and may include the deduction of the daily mortality and expense risk charge. GUARANTEED ACCOUNT VALUE. On any Valuation Date, the Guaranteed Account portion of your Policy Account Value equals: . the total of all Net Premium, allocated to the Guaranteed Account, plus . any amounts transferred to the Guaranteed Account, plus 29 . interest credited on the amounts allocated and transferred to the Guaranteed Account, less . the amount of any transfers from the Guaranteed Account, less . the amount of any partial surrender, including the partial surrender charges, taken from the Guaranteed Account, less . the allocated portion of the monthly deduction deducted from the Guaranteed Account, plus . the amount of the Loan Account. If you take a loan, we transfer the amount of the loan to the Loan Account held in the Guaranteed Account. The value of your Loan Account includes transfers to and from the Loan Account as you take and repay loans and interest credited on the Loan Account. NET ACCOUNT VALUE. The net Account Value on a Valuation Date is the Account Value less Outstanding Loans on that date. CASH SURRENDER VALUE. The Cash Surrender Value on a Valuation Date is the Account Value reduced by any surrender charge that would be assessed if you surrendered the Policy on that date. NET CASH SURRENDER VALUE. The Net Cash Surrender Value on a Valuation Date is the amount you would receive on a surrender of your Policy and is equal to: . the Cash Surrender Value, less . the Outstanding Loan on that date. TRANSFERS You may transfer Account Value among the subaccounts and to the Guaranteed Account after the period to examine and cancel. All transfer requests, except for those made under the dollar cost averaging program, must satisfy the following requirements: . MINIMUM AMOUNT OF TRANSFER -- You must transfer at least $250 or, the balance in the subaccount or the Guaranteed Account, if less; . FORM OF TRANSFER REQUEST -- You must make a written request unless you have established prior authorization to make transfers by other means we make available; . TRANSFERS FROM THE GUARANTEED ACCOUNT -- The maximum you may transfer in a Policy year is equal to 25% of your Account Value in the Guaranteed Account (not including the Loan Account) as of the date the transfer takes effect. DATE WE PROCESS YOUR TRANSFER REQUEST. We must receive your transfer request at our Administrative Center. We process transfers at the price next computed after we receive your transfer request. Transfer requests received by 4:00 p.m., Eastern time, on a Valuation Date will be processed as of that day. Transfer requests received after 4:00 p.m., Eastern time, on a Valuation Date will be processed as of the next Valuation Date. 30 NUMBER OF PERMITTED TRANSFERS/TRANSFER CHARGE. We do not currently limit the number of transfers you may make. However, for each transfer in excess of 12 during a Policy year, we will charge you $25 for each additional transfer. All transfers processed on the same business day will count as one transfer for purposes of determining the number of transfers you have made in a Policy year. Transfers in connection with the dollar cost averaging program will not count against the 12 free transfers in any Policy year. We reserve the right to increase or decrease the number of free transfers allowed in any Policy year. DOLLAR COST AVERAGING Dollar cost averaging is a systematic method of investing at regular intervals. By investing at regular intervals, the cost of the securities is averaged over time and perhaps over various market cycles. If you choose this program, we will make automatic monthly transfers of your Account Value from the Money Market subaccount into other subaccounts for a specified dollar amount or a specified number of months (not exceeding twenty-four months). Unless you tell us otherwise, we will allocate the transfer as you have specified in your most current premium allocation instructions. However, no less than 5% may be allocated to any one subaccount. You must have $2,000 in the Money Market subaccount to elect dollar cost averaging. We will apply any additional premium payments you make after electing this program to the Money Market subaccount for purposes of dollar cost averaging your investment. You may maintain only one dollar cost averaging instruction with us at a time. There is currently no charge for this program. Transfers in connection with dollar cost averaging will not count against your free transfers in a Policy year. We reserve the right to suspend or modify this program at any time. PROCESSING YOUR AUTOMATIC DOLLAR COST AVERAGING TRANSFERS. We will begin to process your automatic transfers: . On the first Monthly Anniversary following the end of the period to examine and cancel if you request dollar cost averaging when you apply for your Policy. . On the second Monthly Anniversary following receipt of your request at our Administrative Center if you elect the program after you apply for the Policy. We will stop processing automatic transfers if: . The funds in the Money Market subaccount have been depleted; . We receive your written request at our Administrative Center to cancel future transfers; . We receive notification of death of the Insured; or . Your Policy goes into the Grace Period. Dollar cost averaging may lessen the impact of market fluctuations on your investment. Using dollar cost averaging does not guarantee investment gains or protect against loss in a declining market. 31 MARKET TIMING The Policies are not designed for professional market timing organizations or other entities or individuals using programmed and frequent transfers involving large amounts. Market timing carries risks with it, including: . dilution in the value of Fund shares underlying investment options of other Policy Owners; . interference with the efficient management of the Fund's portfolio; and . increased administrative costs. We have policies and procedures affecting your ability to make exchanges within your Policy. We use the term "exchange" to mean two things in this discussion about market timing. An exchange can be your allocation of all or a portion of a new premium payment to an investment option. An exchange can also be a transfer of your accumulation value in one investment option (all or a portion of the value) to another investment option. We are not referring to the exchange of one life insurance policy for another policy or contract. We are required to monitor the Policies to determine if a Policy Owner requests: . an exchange out of a variable investment option within two calendar weeks of an earlier exchange into that same variable investment option; or . an exchange into a variable investment option within two calendar weeks of an earlier exchange out of that same variable investment option; or . an exchange out of a variable investment option followed by an exchange into that same variable investment option, more than twice in any one calendar quarter; or . an exchange into a variable investment option followed by an exchange out of that same variable investment option, more than twice in any one calendar quarter. If any of the above transactions occurs, we will suspend such Policy Owner's same day or overnight delivery transfer privileges (including website, e-mail and facsimile communications) with notice to prevent market timing efforts that could be harmful to other Policy Owners or beneficiaries. Such notice of suspension will take the form of either a letter mailed to your last known address, or a telephone call from our Administrative Center to inform you that effective immediately, your same day or overnight delivery transfer privileges have been suspended. A Policy Owner's first violation of this policy will result in the suspension of Policy transfer privileges for ninety days. A Policy Owner's subsequent violation of this policy will result in the suspension of Policy transfer privileges for six months. In most cases, exchanges into and out of the money market investment option are not considered market timing; however, we examine all of the above transactions without regard to any exchange into or out of the money market investment option. We treat such transactions as if they are exchanges directly into and out of the same variable investment option. For instance: (1) if a Policy Owner requests an exchange out of any variable investment option into the money market investment option, and 32 (2) the same Policy Owner, within two calendar weeks requests an exchange out of the money market investment option back into that same variable investment option, then (3) the second transaction above is considered market timing. Transfers under dollar cost averaging, automatic rebalancing or any other automatic transfer arrangements to which we have agreed are not affected by these procedures. The procedures above will be followed in all circumstances, and we will treat all Policy Owners the same. In addition, Policy Owners incur a $25 charge for each transfer in excess of 12 each Policy year. RESTRICTIONS INITIATED BY THE FUNDS AND INFORMATION SHARING OBLIGATIONS The Funds have policies and procedures restricting transfers into the Fund. For this reason or for any other reason the Fund deems necessary, a Fund may instruct us to reject a Policy Owner's transfer request. Additionally, a Fund may instruct us to restrict all purchases or transfers into the Fund by a particular Policy Owner. We will follow the Fund's instructions. The availability of transfers from any investment option offered under the Policy is unaffected by the Fund's policies and procedures. Please read the Funds' prospectuses and supplements for information about restrictions that may be initiated by the Funds. In order to prevent market timing, the Funds have the right to request information regarding Policy Owner transaction activity. If a Fund requests, we will provide mutually agreed upon information regarding Policy Owner transactions in the Fund. CHANGING THE FACE AMOUNT OF INSURANCE CHANGES IN FACE AMOUNT. At any time after the first Policy anniversary while your Policy is in force you may request a change in the Face Amount. We will not make a change in Face Amount that causes your Policy to fail to qualify as life insurance under the Code. INCREASES IN FACE AMOUNT. Any request for an increase: . Must be for at least $10,000; . May not be requested in the same Policy year as another request for an increase; and . May not be requested after the Insured has Attained Age 65. A written application must be submitted to our Administrative Center along with satisfactory evidence of insurability. You must return the Policy so we can amend it to reflect the increase. The increase in Face Amount will become effective on the Monthly Anniversary on or next following the date the increase is approved, and the Account Value will be adjusted to the extent necessary to reflect a monthly deduction as of the effective date based on the increase in Face Amount. Increasing the Face Amount may increase the amount of premium you would need to pay to avoid a lapse of your Policy. 33 DECREASES IN FACE AMOUNT. Any request for a decrease: . Must be at least $5,000; . Must not cause the Face Amount after the decrease to be less than the minimum Face Amount at which we would issue a Policy; and . During the first five Policy years, the Face Amount may not be decreased by more than 10% of the initial Face Amount. If the Face Amount is decreased during the first 14 Policy years or within 14 Policy years of an increase in Face Amount, a surrender charge may be applicable. CONSEQUENCES OF A CHANGE IN FACE AMOUNT. Both increases and decreases in Face Amount may impact the surrender charge. In addition, an increase or decrease in Face Amount may impact the status of the Policy as a modified endowment contract. EFFECTIVE DATE OF POLICY AND RELATED TRANSACTIONS VALUATION DATES, TIMES, AND PERIODS. We compute values under a Policy on each day that the New York Stock Exchange ("NYSE") is open for business. We call each such day a "valuation date" or a "business day." We compute Policy values as of the time the NYSE closes on each Valuation Date, which usually is 4:00 p.m. Eastern time. We call this our "close of business." We call the time from the close of business on one Valuation Date to the close of business of the next Valuation Date a "Valuation Period." We are closed only on those holidays the NYSE is closed. FUND PRICING. Each Fund produces a price per Fund share following each close of the NYSE and provides that price to us. We then determine the Fund value at which you may invest in the particular investment option, which reflects the change in value of each Fund reduced by the daily charge and any other charges that are applicable to your Policy. DATE OF RECEIPT. Generally we consider that we have received a premium payment or another communication from you on the day we actually receive it in good order at any of the addresses shown on page 5 of this prospectus. If we receive it after the close of business on any Valuation Date, however, we consider that we have received it on the day following that Valuation Date. Any premium payments we receive after our close of business are held in our general account until the next business day. COMMENCEMENT OF INSURANCE COVERAGE. After you apply for a Policy, it can sometimes take up to several weeks for us to gather and evaluate all the information we need to determine whether to issue a Policy to you and, if so, what the Insured person's premium class should be. We will not pay a death benefit under a Policy unless (a) it has been delivered to and accepted by the Owner and at least the initial premium has been paid, and (b) at the time of such delivery and payment, there have been no adverse developments in the Insured person's health or risk of death. ISSUE DATE; POLICY MONTHS AND YEARS. We prepare the Policy only after we approve an application for a Policy and assign an appropriate premium class. The day we begin to deduct charges will appear on page 3 of your Policy and is called the "Issue Date." Policy months and years are measured from the Issue Date. To preserve a younger age at issue for the Insured person, we may assign an Issue Date to a Policy that is up to 6 months earlier than otherwise would apply. 34 MONTHLY DEDUCTION DAYS. Each charge that we deduct monthly is assessed against your Account Value at the close of business on the Issue Date and at the end of each subsequent Valuation Period that includes the first day of a Policy month. We call these "monthly deduction days." COMMENCEMENT OF INVESTMENT PERFORMANCE. We begin to credit an investment return to the Account Value resulting from your initial premium payment on the later of (a) the Issue Date, or (b) the date all requirements needed to place the Policy in force have been reviewed and found to be satisfactory, including underwriting approval and receipt of the necessary premium. In the case of a back-dated Policy, we do not credit an investment return to the Account Value resulting from your initial premium payment until the date stated in (b) above. EFFECTIVE DATE OF OTHER PREMIUM PAYMENTS AND REQUESTS THAT YOU MAKE. Premium payments (after the first) and transactions made in response to your requests and elections are generally effected at the end of the Valuation Period in which we receive the payment, request or election and based on prices and values computed as of that same time. Exceptions to this general rule are as follows: . Increases you request in the Face Amount of insurance, reinstatements of a Policy that has lapsed, and changes in death benefit option take effect on the Policy's monthly deduction day on or next following our approval of the transaction; . In most states, we may return premium payments, make a partial surrender or reduce the death benefit if we determine that such premiums would cause your Policy to become a modified endowment contract or to cease to qualify as life insurance under federal income tax law or exceed the maximum Net Amount at Risk; . If you exercise the right to return your Policy described on page 8 of this prospectus, your coverage will end when you deliver it to your AGL representative, or if you mailed it to us, the day it is postmarked; and . If you pay a premium at the same time that you make a Policy request which requires our approval, your payment will be applied when received rather than following the effective date of the change requested so long as your Policy is in force and the amount paid will not cause you to exceed premium limitations under the Code. If we do not approve your Policy request, your premium payment will still be accepted in full or in part (we will return to you the portion of your premium payment that would be in violation of the maximum premium limitations under the Code). We will not apply this procedure to premiums you pay in connection with reinstatement requests. REPORTS TO POLICY OWNERS You will receive a confirmation within seven days of the transaction of: . the receipt of any premium; . any change of allocation of premiums; . any transfer between subaccounts; . any loan, interest repayment, or loan repayment; . any partial surrender; 35 . any return of premium necessary to comply with applicable maximum receipt of any premium payment; . any exercise of your right to cancel; . an exchange of the Policy; . full surrender of the Policy. Within 30 days after each Policy anniversary we will send you an annual statement. The statement will show the Life Insurance Proceeds currently payable, and the current Account Value, Cash Surrender Value, and the Outstanding Loan. The statement will also show premiums paid, all charges deducted during the Policy year, and all transactions. We will also send to you annual and semi-annual reports of the Separate Account. POLICY TRANSACTIONS The transactions we describe below may have different effects on the Account Value, death benefit, Face Amount or cost of insurance. You should consider the net effects before requesting a Policy transaction. See "Policy Features," on page 23. Certain transactions also include charges. For information regarding other charges, see "Charges Under the Policy" on page 41. WITHDRAWING POLICY INVESTMENTS FULL SURRENDER. You may at any time surrender your Policy in full. If you do, we will pay you the Account Value, less any Policy loans, plus any unearned loan interest, and less any surrender charge that then applies. We call this amount your "Net Cash Surrender Value." Because of the surrender charge, it is unlikely that an Executive Advantage Policy will have any Net Cash Surrender Value during at least the first year. A full surrender may have adverse tax consequences. PARTIAL SURRENDER. You may, at any time after the first Policy year, make a partial surrender of your Policy's Net Cash Surrender Value. A partial surrender must be at least $500. We will automatically reduce your Policy's Account Value by the amount of your withdrawal and any related charge. A partial surrender may have adverse tax consequences. You may choose the investment option or options from which money that you withdraw will be taken. Otherwise, we will allocate the partial surrender in the same proportions as then apply for deducting monthly charges under your Policy or, if that is not possible, in proportion to the amount of Account Value you then have in each investment option. There is a maximum partial surrender processing fee equal to the lesser of 2% of the amount withdrawn or $25 for each partial surrender you make. This charge currently is $0. LOANS. You may request a loan against your Policy at any time after the first Policy year while the Policy has a Net Cash Surrender Value. We limit the minimum and maximum amount of loan you may take. If we issued the Policy under a corporate owned arrangement, unless we agree otherwise, a loan will be applied pro rata over all Insureds under the Policy. 36 You must submit a written request for a loan to the Administrative Center. Loans will be processed as of the date we receive the request at our Administrative Center. Loan proceeds generally will be sent to you within seven days. MAXIMUM LOAN AMOUNT. After the first Policy year the maximum loan amount is 90% of your Net Cash Surrender Value. INTEREST. We charge interest daily on any Outstanding Loan at a declared annual rate not in excess of 8%. The maximum net cost (the difference between the rate of interest we charge on loans and the amount we credit on the equivalent amount held in the Loan Account) of a loan is 2% per year. Interest is due and payable at the end of each Policy year while a loan is outstanding. If interest is not paid when due, the amount of the interest is added to the loan and becomes part of the Outstanding Loan. LOAN ACCOUNT. You may direct us to take an amount equal to the loan proceeds and any amount attributed to unpaid interest from any subaccount or from the Guaranteed Account. Otherwise, we will withdraw this amount from each subaccount on a pro rata basis. We transfer this amount to the Loan Account in the Guaranteed Account. When a loan is repaid, an amount equal to the repayment will be transferred from the Loan Account to the subaccounts and Guaranteed Account in accordance with your allocation percentages in effect at the time of repayment. EFFECT OF A LOAN. A loan, whether or not repaid, will have a permanent effect on the Life Insurance Proceeds and Account Value because the investment results of the subaccounts and current interest rates credited in the Guaranteed Account will apply only to the non-loaned portion of the Account Value. The longer the loan is outstanding, the greater this effect is likely to be. Depending on the investment results of the subaccounts or credited interest rates for the Guaranteed Account while the loan is outstanding, the effect could be favorable or unfavorable. In addition, loans from modified endowment contracts may be treated for tax purposes as distributions of income. If the Life Insurance Proceeds become payable while a loan is outstanding, the Outstanding Loan will be deducted in calculating the Life Insurance Proceeds. If the Outstanding Loan exceeds the Cash Surrender Value on any Monthly Anniversary, the Policy will be in default. We will send you, and any assignee of record, notice of the default. You will have a 61-day Grace Period to submit a sufficient payment to avoid termination. The notice will specify the amount that must be repaid to prevent termination. OUTSTANDING LOAN. The Outstanding Loan on a Valuation Date equals: . All loans that have not been repaid (including past due unpaid interest added to the loan), plus . accrued interest not yet due. LOAN REPAYMENT. You may repay all or part of your Outstanding Loan at any time while the Insured is living and the Policy is in force. Loan repayments must be sent to our Administrative Center and will be credited as of the date received. 37 MATURITY OF YOUR POLICY If the Insured person is living on the "Maturity Date" shown on page 3 of your Policy, we will pay you the Net Cash Surrender Value of the Policy, and the Policy will end. TAX CONSIDERATIONS Please refer to "Federal Income Tax Considerations" on page 48 for information about the possible tax consequences to you when you receive any loan, surrender, maturity benefit or other funds from your Policy. A Policy loan may cause the Policy to lapse which may result in adverse tax consequences. POLICY PAYMENTS PAYMENT OPTIONS The Policy offers a wide variety of optional ways of receiving proceeds payable under the Policy, such as on a surrender or death, other than in a lump sum. Any agent authorized to sell this Policy can explain these options upon request. CHANGE OF PAYMENT OPTION. You may give us written instructions to change any payment option previously elected at any time while the Policy is in force and before the start date of the payment option. TAX IMPACT. If a payment option is chosen, the Policy Owner or the Beneficiary may have tax consequences. The Policy Owner or the Beneficiary should consult with a qualified tax adviser before deciding whether to elect one or more payment options. THE BENEFICIARY You name your Beneficiary when you apply for a Policy. The Beneficiary is entitled to the insurance benefits of the Policy. You may change the Beneficiary during the lifetime of the Insured person unless your previous designation of Beneficiary provides otherwise. In this case the previous Beneficiary must give us permission to change the Beneficiary and then we will accept your instructions. A new Beneficiary designation is effective as of the date you sign it, but will not affect any payments we may make before we receive it. If no Beneficiary is living when the Insured person dies, we will pay the insurance proceeds to the Owner or the Owner's estate. ASSIGNMENT OF A POLICY You may assign (transfer) your rights in a Policy to someone else as collateral for a loan or for some other reason. We will not be bound by an assignment unless it is received in writing. You must provide us with two copies of the assignment. We are not responsible for any payment we make or any action we take before we receive a complete notice of the assignment in good order. We are also not responsible for the validity of the assignment. An absolute assignment is a change of ownership. Because there may be unfavorable tax consequences, including recognition of taxable income and the loss of income tax-free treatment for any death benefit payable to the Beneficiary, you should consult a qualified tax adviser before making an assignment. 38 PAYMENT OF PROCEEDS GENERAL. We will pay any death benefit, maturity benefit, Net Cash Surrender Value or loan proceeds within seven days after we receive the last required form or request (and any other documents that may be required for payment of a death benefit). If we do not have information about the desired manner of payment within 60 days after the date we receive notification of the Insured person's death, we will pay the proceeds as a single sum, normally within seven days thereafter. DELAY OF GUARANTEED ACCOUNT OPTION PROCEEDS. We have the right, however, to defer payment or transfers of amounts out of our Guaranteed Account option for up to six months. We will allow interest, at a rate of at least 4% a year, on any Net Cash Surrender Value payment derived from Our Guaranteed Account that We defer for 10 days or more after We receive a request for it. DELAY FOR CHECK CLEARANCE. We reserve the right to defer payment of that portion of your Account Value that is attributable to a payment made by check for a reasonable period of time (not to exceed 15 days) to allow the check to clear the banking system. DELAY OF SEPARATE ACCOUNT PROCEEDS. We reserve the right to defer computation of values and payment of any death benefit, loan or other distribution that comes from that portion of your Account Value that is allocated to the Separate Account, if: . the NYSE is closed other than weekend and holiday closings; . trading on the NYSE is restricted; . an emergency exists as determined by the SEC or other appropriate regulatory authority such that disposal of securities or determination of the Account Value is not reasonably practicable; . the SEC by order so permits for the protection of investors; or . we are on notice that this policy is the subject of a court proceeding, an arbitration, a regulatory matter or other legal action. Transfers and allocations of Account Value among the investment options may also be postponed under these circumstances. If we need to defer calculation of Separate Account values for any of the foregoing reasons, all delayed transactions will be processed at the next values that we do compute. DELAY TO CHALLENGE COVERAGE. We may challenge the validity of your insurance Policy based on any material misstatements in your application or any application for a change in coverage. However, . We cannot challenge the Policy after it has been in effect, during the Insured person's lifetime, for two years from the date the Policy was issued or restored after termination. (Some states may require that we measure this time in another way. Some states may also require that we calculate the amount we are required to pay in another way.) . We cannot challenge any Policy change that requires evidence of insurability (such as an increase in Face Amount) after the change has been in effect for two years during the Insured person's lifetime. 39 DELAY REQUIRED UNDER APPLICABLE LAW. We may be required under applicable law to block a request for transfer or payment, including a Policy loan request, under a Policy until we receive instructions from the appropriate regulator. ADDITIONAL RIGHTS THAT WE HAVE We have the right at any time to: . transfer the entire balance in an investment option in accordance with any transfer request you make that would reduce your Account Value for that option to below $500; . transfer the entire balance in proportion to any other investment options you then are using, if the Account Value in an investment option is below $500 for any other reason; . replace the underlying Fund that any investment option uses with another fund, subject to SEC and other required regulatory approvals; . add, delete or limit investment options, combine two or more investment options, or withdraw assets relating to the Policies from one investment option and put them into another, subject to SEC and other required regulatory approvals; . operate Separate Account under the direction of a committee or discharge such a committee at any time; . operate Separate Account, or one or more investment options, in any other form the law allows, including a form that allows us to make direct investments. Separate Account may be charged an advisory fee if its investments are made directly rather than through another investment company. In that case, we may make any legal investments we wish; or . make other changes in the Policy that in our judgment are necessary or appropriate to ensure that the Policy continues to qualify for tax treatment as life insurance, or that do not reduce any Net Cash Surrender Value, death benefit, Account Value, or other accrued rights or benefits. VARIATIONS IN POLICY OR INVESTMENT OPTION TERMS AND CONDITIONS We have the right to make some variations in the terms and conditions of a Policy or its investment options. Any variations will be made only in accordance with uniform rules that we establish. We intend to comply with all applicable laws in making any changes and, if necessary, we will seek Policy Owner approval and SEC and other regulatory approvals. Here are some of the potential variations: UNDERWRITING AND PREMIUM CLASSES. See, "Rate Classes for Insureds" on page 42. POLICIES PURCHASED THROUGH "INTERNAL ROLLOVERS." We maintain published rules that describe the procedures necessary to replace life insurance policies we have issued. Not all types of other insurance are eligible to be replaced with a Policy. Our published rules may be changed from time to time, but are evenly applied to all our customers. STATE LAW REQUIREMENTS. AGL is subject to the insurance laws and regulations in every jurisdiction in which the Policies are sold. As a result, various time periods and other terms and 40 conditions described in this prospectus may vary depending on where you reside. These variations will be reflected in your Policy and related endorsements. EXPENSES OR RISKS. AGL may vary the charges and other terms within the limits of the Policy where special circumstances result in sales, administrative or other expenses, mortality risks or other risks that are different from those normally associated with the Policy. UNDERLYING INVESTMENTS. You will be notified as required by law if there are any material changes in the underlying investments of an investment option that you are using. CHARGES UNDER THE POLICY Periodically, we will deduct expenses related to your Policy. We will deduct these: . from premium, Account Value and from subaccount assets; and . upon certain transactions. The amount of these expenses are described in your Policy as either guaranteed or current. We will never charge more than the guaranteed amount. We may in our discretion deduct on a current basis less than the guaranteed amount. DEDUCTIONS FROM PREMIUM We may deduct a sales charge from each premium to cover costs associated with the issuance of the Policy as well as administrative services we perform. This charge will never exceed 9% of the premium. The sales charge partially compensates us for the expense of selling and distributing the Policy, printing prospectuses, preparing sales literature and paying for other promotional activities. Some of these expenses or other administrative expenses may be assumed by an employer or group sponsor under some employer-owned, trust-owned, or sponsored arrangements. If so, in our sole discretion, we may offer the Policy with no sales charge or a reduced sales charge. We may deduct a charge for taxes as an explicit percentage of premium based upon state and local tax rates within the Insured's state of residence. We may also deduct a charge for federal deferred acquisition cost ("DAC") taxes as an explicit percentage of premium at a rate not to exceed 1% of premium. In place of the lump sum deductions described above for sales charges and taxes, we may offer optional methods of payment at the time you apply for a Policy. MONTHLY DEDUCTION FROM ACCOUNT VALUE. On the Policy Date and each Monthly Anniversary thereafter, we make a deduction from the Account Value. The amount deducted on the Issue Date is for the Policy Date and any Monthly Anniversaries that have elapsed since the Policy Date. For this purpose, the Policy Date is treated as a Monthly Anniversary. We will deduct charges on each Monthly Anniversary for: . the administration of your Policy; 41 . the cost of insurance for your Policy; and . the cost associated with mortality and expense risks. ADMINISTRATIVE CHARGE. This charge compensates us for administrative expenses associated with the Policy. These expenses relate to premium billing and collection, record keeping, processing claims, loans, Policy changes, reporting and overhead costs, processing applications, establishing Policy records, and sending regulatory mailings and responding to Policy Owners' requests. This charge will be no more than $10 per month for all Policy years. We may reduce this charge. The current charge is $7.00 per month. There may be an additional monthly administrative charge during the first Policy year and the 12 months after an increase in Face Amount per Insured. This additional charge will not exceed $25 a month per Insured. COST OF INSURANCE CHARGE. This charge compensates us for providing insurance coverage. The charge depends on a number of factors, such as Attained Age, sex and rate class of the Insured, and therefore will vary from Policy to Policy and from month to month. For any Policy the cost of insurance on a Monthly Anniversary is calculated by multiplying the cost of insurance rate for the Insured by the Net Amount at Risk under the Policy on that Monthly Anniversary. DEDUCTIONS AND MONEY MARKET SUBACCOUNT During periods of low short-term interest rates, and in part due to deductions that are assessed as frequently as daily, the yield of the Money Market subaccount may become extremely low and possibly negative. If the daily dividends paid by the underlying Fund for the Money Market subaccount are less than the deductions, the Money Market subaccount's unit value will decrease. In the case of negative yields, your accumulation value in the Money Market subaccount will lose value. NET AMOUNT AT RISK The Net Amount at Risk is calculated as (a) minus (b) where: (a) is the current death benefit at the beginning of the Policy month divided by 1.0032737; and (b) is the current total Account Value. However, if the death benefit is a percentage of the Account Value of the Policy, then the Net Amount at Risk is the death benefit minus the amount in the Account Value of the Policy at that time. RATE CLASSES FOR INSUREDS. We currently rate Insureds in one of following basic rate classifications based on our underwriting: . nonsmoker . smoker . substandard for those involving a higher mortality risk At our discretion we may offer this Policy on a guaranteed issue basis. We place the Insured in a rate class when we issue the Policy based on our underwriting determination. This original rate class applies to the initial Face Amount. When an increase in Face 42 Amount is requested, we conduct underwriting before approving the increase (except as noted below) to determine whether a different rate class will apply to the increase. If the rate class for the increase has a lower guaranteed cost of insurance rates than the original rate class, the rate class for the increase also will be applied to the initial Face Amount. If the rate class for the increase has a higher guaranteed cost of insurance rates than the original rate class, the rate class for the increase will apply only to the increase in Face Amount, and the original rate class will continue to apply to the initial Face Amount. If there have been increases in the Face Amount, we may use different cost of insurance rates for the increased portions of the Face Amount. For purposes of calculating the cost of insurance charge after the Face Amount has been increased, the Account Value will be applied to the initial Face Amount first and then to any subsequent increases in Face Amount. If at the time an increase is requested, the Account Value exceeds the initial Face Amount (or any subsequently increased Face Amount) divided by 1.0032737, the excess will then be applied to the subsequent increase in Face Amount in the sequence of the increases. In order to maintain the Policy in compliance with Section 7702 of the Code, under certain circumstances an increase in Account Value will cause an automatic increase in the Life Insurance Proceeds. The Attained Age and rate class for such increase will be the same as that used for the most recent increase in Face Amount (that has not been eliminated through a subsequent decrease in Face Amount). The guaranteed cost of insurance charges at any given time for a substandard Policy with flat extra charges will be based on the guaranteed maximum cost of insurance rate for the Policy (including table rating multiples, if applicable), the current Net Amount at Risk at the time the deduction is made, plus the actual dollar amount of the flat extra charge. Our current cost of insurance rates may be less than the guaranteed rates. Our current cost of insurance rates will be determined based on our expectations as to future mortality and persistency experience. These rates may change from time to time. In our discretion, the current charge may be increased in any amount up to the maximum guaranteed charge shown in the table. Cost of insurance rates (whether guaranteed or current) for an Insured in a nonsmoker rate class are generally lower than rates for an Insured of the same age and sex in a smoker rate class. Cost of insurance rates (whether guaranteed or current) for an Insured in a nonsmoker or smoker rate class are generally lower than rates for an Insured of the same age and sex and smoking status in a substandard rate class. LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS- Mortality tables for the Policy generally distinguish between males and females. Thus, premiums and benefits under the Policy covering males and females of the same age will generally differ. We will, however, issue the Policy based on unisex mortality tables if required by state law. Employers and employee organizations considering purchase of a Policy should consult their legal advisers to determine whether purchase of a Policy based on sex-distinct actuarial tables is consistent with Title VII of the Civil Rights Act of 1964 or other applicable law. DEDUCTION FROM SEPARATE ACCOUNT ASSETS Mortality and Expense Risk Charge. We deduct a mortality and expense risk fee from your Account Value in the subaccounts for assuming certain mortality and expense risks under the Policy. 43 This charge does not apply to the amounts you allocate to the Guaranteed Account. The current charge is at an annual effective rate of 0.65% of net assets for Policy years one through four, 0.20% for years five through twenty, and 0.15% thereafter. The guaranteed charge is at an annual effective rate of 1.00% of Separate Account assets. Although, we may increase or decrease the charge at our sole discretion, it is guaranteed not to exceed an annual effective rate of 1.00% of your Account Value in the subaccounts for the duration of your Policy. The mortality risk we assume is that the Insured under a Policy may die sooner than anticipated, and therefore we will pay an aggregate amount of Life Insurance Proceeds greater than anticipated. The expense risk we assume is that expenses incurred in issuing and administering all policies and the Separate Account will exceed the amounts realized from the administrative charges assessed against all policies. AGL receives this charge to pay for these mortality and expense risks. DEDUCTIONS UPON POLICY TRANSACTIONS TRANSFER CHARGE. We will charge a $25 transfer charge on any transfer of Account Value among the subaccounts and the Guaranteed Account in excess of the 12 free transfers permitted each Policy year. If the charge is imposed, we will deduct it from the amount requested to be transferred before allocation to the new subaccount(s) and shown in the confirmation of the transaction. AGL receives this charge to help pay for the expense of making the requested transfer. SURRENDER CHARGE. If the Policy is surrendered or there is a decrease in Face Amount during the first 14 Policy years, we may deduct a surrender charge based on the initial Face Amount. If a Policy is surrendered or there is a decrease in Face Amount within 14 years after an increase in Face Amount, we will deduct a surrender charge based on the increase in Face Amount. The surrender charge will be deducted before any surrender proceeds are paid. AGL receives this charge to help recover sales expenses. SURRENDER CHARGE CALCULATION. In general, the surrender charge is based on the premiums you pay. The Surrender Charge will be no greater than the product of (a) times (b) times (c) where: (a) is equal to the Face Amount divided by $1,000; (b) is equal to a surrender charge factor per $1,000 based on the Insured's age, sex and underwriting class; and (c) is a factor based on the Policy year when the surrender occurs as described in the following table: 44
POLICY YEAR FACTOR ----------- ------ 1 100% 2 100% 3 100% 4 100% 5 100% 6 90% 7 80% 8 70% 9 60% 10 50% 11 40% 12 30% 13 20% 14 10% 15+ 0%
A table of the maximum initial surrender charge factors per $1,000 of Face Amount is shown in Appendix A. We reserve the right to charge less than the maximum amount, no amount at all, or even a negative amount which would have the effect of increasing the Policy's Cash Surrender Value. SURRENDER CHARGE BASED ON AN INCREASE OR DECREASE IN FACE AMOUNT. An increase in Face Amount of the Policy may result in an additional surrender charge during the 14 Policy years immediately following the increase. The additional surrender charge period will begin on the effective date of the increase. If the Face Amount of the Policy is reduced before the end of the 14th Policy year or within 14 years immediately following a Face Amount increase, we may also deduct a pro rata share of any applicable surrender charge from your Account Value. Reductions will first be applied against the most recent increase in the Face Amount of the Policy. They will then be applied to prior increases in Face Amount of the Policy in the reverse order in which such increases took place, and then to the initial Face Amount of the Policy. PARTIAL SURRENDER CHARGE. We may deduct a partial surrender charge: . upon a partial surrender; and . if you decrease your Policy's Face Amount. We deduct the partial surrender charge from the subaccounts or the Guaranteed Account in the same proportion as we deduct the amounts for your partial surrender. PARTIAL SURRENDER CHARGE DUE TO DECREASE IN FACE AMOUNT. We deduct an amount equal to the applicable surrender charge multiplied by a fraction (equal to the decrease in Face Amount divided by the Face Amount of the Policy prior to the decrease). PARTIAL SURRENDER PROCESSING FEE. We reserve the right to deduct an administrative processing fee upon a partial surrender of up to $25 or 2% of amount surrendered, whichever is less in order to help pay for the expense of making a partial surrender. The current charge is $0. DISCOUNT PURCHASE PROGRAMS. The amount of the surrender charge and other charges under the Policy may be reduced or eliminated when sales of the Policy are made to individuals or to groups of individuals in a manner that in our opinion results in expense savings. For purchases made by our 45 officers, directors and employees, those of an affiliate, or any individual, firm, or a company that has executed the necessary agreements to sell the Policy, and members of the immediate families of such officers, directors, and employees, we may reduce or eliminate the surrender charge. Any variation in charges under the Policy, including the surrender charge, administrative charge or mortality and expense risk charge, will reflect differences in costs or services and will not be unfairly discriminatory. OTHER POLICY PROVISIONS RIGHT TO EXCHANGE You may exchange this Policy to a flexible premium fixed benefit life insurance Policy on the life of the Insured without evidence of insurability. This exchange may be made: . within 24 months after the Issue Date while the Policy is in force; or . within 24 months of any increase in Face Amount of the Policy; or . within 60 days of the effective date of a material change in the investment Policy of a subaccount, or within 60 days of the notification of such change, if later. In the event of such a change, we will notify you and give you information on the options available. When an exchange is requested, we accomplish the exchange by transferring all of the Account Value to the Guaranteed Account. There is no charge for this transfer. Once this option is exercised, the entire Account Value must remain in the Guaranteed Account for the remaining life of the new Policy. The Face Amount in effect at the time of the exchange will remain unchanged. The effective date, Issue Date and issue age of the Insured will remain unchanged. The Owner and Beneficiary are the same as were recorded immediately before the exchange. MORE ABOUT POLICY CHARGES PURPOSE OF OUR CHARGES. The charges under the Policy are designed to cover, in total, our direct and indirect costs of selling, administering and providing benefits under the Policy. They are also designed, in total, to compensate us for the risks we assume and services that we provide under the Policy. These include: . mortality risks (such as the risk that Insured persons will, on average, die before we expect, thereby increasing the amount of claims we must pay); . sales risks (such as the risk that the number of Policies we sell and the premiums we receive net of withdrawals, are less than we expect, thereby depriving us of expected economies of scale); . regulatory risks (such as the risk that tax or other regulations may be changed in ways adverse to issuers of variable universal life insurance policies); and . expense risks (such as the risk that the costs of administrative services that the Policy requires us to provide will exceed what we currently project). The current monthly insurance charge has been designed primarily to provide funds out of which we can make payments of death benefits under the Policy as the Insured person dies. 46 GENERAL. If the charges that we collect from the Policies exceed our total costs in connection with the Policies, we will earn a profit. Otherwise we will incur a loss. We reserve the right to increase the charges to the maximum amounts on Policies issued in the future. Although the paragraphs above describe the primary purposes for which charges under the Policies have been designed, these purposes are subject to considerable change over the life of a Policy. We can retain or use the revenues from any charge for any purpose. AGL may also make available to Policy Owners other universal life insurance policies with different features and different charges. Please ask your AGL representative about our other policies. ACCOUNT VALUE YOUR ACCOUNT VALUE. From each premium payment you make, we deduct the charges that we describe on page 41 under "Deductions from Premium." We invest the rest in one or more of the available investment options listed on page 19 of this prospectus, as well as the Guaranteed Account. We call the amount that is at any time invested under your Policy (including any loan collateral we are holding for your Policy loans) your "Account Value." YOUR INVESTMENT OPTIONS. We invest the accumulation value that you have allocated to any variable investment option in shares of a corresponding Fund. Over time, your accumulation value in any such investment option will increase or decrease in accordance with the investment experience of the Fund. Your accumulation value will also be reduced by Fund charges and certain other charges that we deduct from your Policy. We describe these charges beginning on page 41 under "Charges Under the Policy." You can review other important information about the Funds that you can choose in the separate prospectuses for those Funds. You can request additional free copies of these prospectuses from your AGL representative, from our Home Office or from the Administrative Center (both locations and the telephone numbers are shown under "Contact Information" on page 5 of this prospectus). THE GUARANTEED ACCOUNT. The Guaranteed Account is an account within the general account of the company. Our general account assets are used to support our insurance and annuity obligations other than those funded by separate accounts. Subject to applicable law, we have sole discretion over the investment of the assets of the general account. We have not registered interests in the Guaranteed Account under the Securities Act of 1933 or as an investment company under the Investment Company Act of 1940. The staff of the SEC has not reviewed our disclosure on the Guaranteed Account. Our disclosure regarding the Guaranteed Account must comply with generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in a prospectus. POLICY LAPSE AND REINSTATEMENT REINSTATEMENT If the Policy has ended without value, you may reinstate Policy benefits while the Insured is alive if you: 47 . Request reinstatement of Policy benefits within three years (unless otherwise specified by state law) from the end of the Grace Period; . Provide evidence of insurability satisfactory to us; . Make a payment of an amount sufficient to cover (i) the total monthly administrative charges from the beginning of the Grace Period to the effective date of reinstatement; (ii) total monthly deductions for three months, calculated from the effective date of reinstatement; and (iii) the premium expense charge and any increase in surrender charges associated with this payment. We will determine the amount of this required payment as if no interest or investment performance were credited to or charged against your Account Value; and . Repay or reinstate any loan which existed on the date the Policy ended. The effective date of the reinstatement of Policy benefits will be the next Monthly Anniversary which coincides with or next follows the date we approve your request. From the required payment we will deduct the premium expenses. The Account Value, loan and surrender charges that will apply upon reinstatement will be those that were in effect on the date the Policy lapsed. We will start to make monthly deductions again as of the effective date of reinstatement. The monthly expense charge from the beginning of the Grace Period to the effective date of reinstatement will be deducted from the Account Value as of the effective date of reinstatement. No other charges will accrue for this period. FEDERAL INCOME TAX CONSIDERATIONS The following summarizes the current federal income tax law that applies to life insurance in general. This summary does not cover all situations. This summary is based upon our understanding of the current federal income tax laws and current interpretations by the Internal Revenue Service. We cannot predict whether the Internal Revenue Code (the "Code") will change. The following discussion of federal income tax treatment is general in nature and is not intended as tax advice. You should consult with a competent tax adviser to determine the specific federal tax treatment of your Policy based on your individual factual situation. TAX STATUS OF THE POLICY A Policy has certain tax advantages when it is treated as a "life insurance contract" under the Code. We believe that the Policy meets the definition of a life insurance contract under Section 7702 of the Code at issue. You bear the risk that the Policy may not meet the definition of a life insurance contract. You should consult your own tax adviser to discuss these risks. AGL We are taxed as a life insurance company under the Code. For federal tax purposes, the Separate Account and its operations are considered to be part of our operations and are not taxed separately. DIVERSIFICATION AND INVESTOR CONTROL Under Section 817(h) of the code, the Treasury Department has issued regulations that implement investment diversification requirements. Our failure to comply with these regulations would disqualify 48 your Policy as a life insurance policy under Section 7702 of the Code. If this were to occur, you would be subject to federal income tax on the income under the Policy for the period of the disqualification and for subsequent periods. Also, if the insured person died during such period of disqualification or subsequent periods, a portion of the death benefit proceeds would be taxable to the beneficiary. Separate Account II, through the Funds, intends to comply with these requirements. Although we do not have direct control over the investments or activities of the Funds, we have entered into agreements with them requiring the Funds to comply with the diversification requirements of the Section 817(h) Treasury Regulations. The Treasury Department issued only limited guidance describing the circumstances in which the ability of a policy owner to direct his or her investment to particular Funds within Separate Account II may cause the policy owner, rather than the insurance company, to be treated as the owner of the assets in the account. Due to the lack of specific guidance on investor control, there is some uncertainty about when a policy owner is considered the owner of the assets for tax purposes. If you were considered the owner of the assets of Separate Account II, income and gains from the account would be included in your gross income for federal income tax purposes. Under current law, however, we believe that AGL, and not the owner of a Policy, would be considered the owner of the assets of Separate Account II. However, we reserve the right to make changes that we deem necessary to insure that the Policy qualifies as a life insurance contract. TAX TREATMENT OF THE POLICY Section 7702 of the Code sets forth a detailed definition of a life insurance contract for federal tax purposes. The Treasury Department has not issued final regulations so that the extent of the official guidance as to how Section 7702 is to be applied is quite limited. If a Policy were determined not to be a life insurance contract for purposes of Section 7702, that Policy would not qualify for the favorable tax treatment normally provided to a life insurance contract. With respect to a Policy issued on the basis of a standard rate class, we believe that such a Policy should meet the Section 7702 definition of a life insurance contract. With respect to a Policy that is issued on a substandard basis (i.e., a premium class involving higher than standard mortality risk), there is less certainty, in particular as to how the mortality and other expense requirements of Section 7702 are to be applied in determining whether such a Policy meets the definition of a life insurance contract set forth in Section 7702. Thus, it is not clear that such a Policy would satisfy Section 7702, particularly if you pay the full amount of premiums permitted under the Policy. If subsequent guidance issued under Section 7702 leads us to conclude that a Policy does not (or may not) satisfy Section 7702, we will take appropriate and necessary steps for the purpose of bringing the Policy into compliance, but we can give no assurance that it will be possible to achieve that result. We expressly reserve the right to restrict Policy transactions if we determine such action to be necessary to qualify the Policy as a life insurance contract under Section 7702. As of January 1, 2009 all new life insurance policies are required to use the updated 2001 CSO tables for Internal Revenue Code 7702 and 7702A compliance. If NO material non-contractual changes are made to the Policy, the maximum guaranteed cost of insurance rates for this policy will remain based on the 1980 Commissioners' Standard Ordinary mortality and morbidity tables. 49 TAX TREATMENT OF POLICY BENEFITS IN GENERAL This discussion assumes that each Policy will qualify as a life insurance contract for federal income tax purposes under Section 7702. The Life Insurance Proceeds under the Policy should generally be excluded from the taxable gross income of the Beneficiary. In addition, the increases in a Policy's Account Value should not be taxed until there has been a distribution from the Policy such as a surrender, partial surrender or lapse with loan. PRE-DEATH DISTRIBUTION- The tax treatment of any distribution you receive before the Insured's death depends on whether the Policy is classified as a modified endowment contract. POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS . If you surrender the Policy or allow it to lapse, you will not be taxed except to the extent the amount you receive is in excess of the premiums you paid less the untaxed portion of any prior withdrawals. For this purpose, you will be treated as receiving any portion of the Net Cash Surrender Value used to repay Policy debt. The tax consequences of a surrender may differ if you take the proceeds under an income payment settlement option. . Generally, you will be taxed on a withdrawal to the extent the amount you receive exceeds the premiums you paid for the Policy less the untaxed portion of any prior withdrawals. However, under some limited circumstances, in the first 15 Policy years, all or a portion of a withdrawal may be taxed if the cash value exceeds the total premiums paid less the untaxed portions of any prior withdrawals, even if total withdrawals do not exceed total premiums paid. . Loans you take against the Policy are ordinarily treated as debt and are not considered distributions subject to tax. MODIFIED ENDOWMENT CONTRACTS . The rules change if the Policy is classified as a modified endowment contract ("MEC"). The Policy could be classified as a MEC if premiums substantially in excess of scheduled premiums are paid or a decrease in the Face Amount of insurance is made. An increase in the Face Amount of insurance may also cause the Policy to be classified as a MEC. The rules on whether a Policy will be treated as a MEC are very complex and cannot be fully described in this summary. You should consult a qualified tax adviser to determine whether a Policy transaction will cause the Policy to be classified as a MEC. We will monitor your Policy and will attempt to notify you on a timely basis if your Policy is in jeopardy of becoming a MEC. . If the Policy is classified as a MEC, then amounts you receive under the Policy before the Insured's death, including loans and withdrawals, are included in income to the extent that the cash value before surrender charges exceeds the premiums paid for the Policy, increased by the amount of any loans previously included in income, and reduced by any untaxed amounts previously received other than the amount of any loans excludable from income. An assignment of a MEC is taxable in the same way. These rules also apply to pre-death distributions, including loans, made during the two-year period before the time that the Policy became a MEC. 50 . Any taxable income on pre-death distributions (including full surrenders) is subject to a penalty of 10% unless the amount is received on or after age 59 1/2, on account of your becoming disabled or as a life annuity. It is presently unclear how the penalty tax provisions apply to the Policies owned by businesses. . All MECs issued by us to you during the same calendar year are treated as a single Policy for purposes of applying these rules. INTEREST ON LOANS Except in special circumstances, interest paid on a loan under a Policy which is owned by an individual is treated as personal interest under the Code and thus will not be tax deductible. In addition, the deduction of interest that is incurred on any loan under a Policy owned by a taxpayer and covering the life of any individual who is an officer or employee of or who is financially interested in the business carried on by that taxpayer may also be subject to certain restrictions set forth in Section 264 of the Code. Before taking a loan, you should consult a tax adviser as to the tax consequences of such a loan. (Also Section 264 of the Code may preclude business owners from deducting premium payments.) POLICY EXCHANGES AND MODIFICATIONS Depending on the circumstances, the exchange of a Policy, a change in the death benefit option, a loan, a partial surrender, a surrender, a change in ownership, or an assignment of the Policy may have adverse federal income tax consequences. In addition, the federal, state and local transfer, and other tax consequences of ownership or receipt of Policy proceeds will depend on the circumstances of each Owner or Beneficiary. You should consult your own competent, professional tax advisor if you have any questions. WITHHOLDING We are required to withhold federal income taxes on the taxable portion of any amounts received under the Policy unless you elect to not have any withholding or in certain other circumstances. You are not permitted to elect out of withholding if you do not provide a social security number or other taxpayer identification number on the appropriate forms. Special withholding rules apply to payments made to non-resident aliens. You are liable for payment of federal income taxes on the taxable portion of any amounts received under the Policy. You may be subject to penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. CONTRACTS ISSUED IN CONNECTION WITH TAX QUALIFIED PENSION PLANS Prior to purchase of a Policy in connection with a qualified plan, you should examine the applicable tax rules relating to such plans and life insurance thereunder in consultation with a qualified tax adviser. POSSIBLE CHARGE FOR AGL'S TAXES At the present time, we do not deduct any charges for any federal, state, or local income taxes. However, we do currently deduct charges for state and federal premium based taxes and the federal DAC tax. We reserve the right in the future to deduct a charge for any such tax or other economic burden 51 resulting from the application of the tax laws that we determine to be properly attributable to the Separate Account or to the Policy. LEGAL PROCEEDINGS The Company has received industry-wide regulatory inquiries, including a multi-state audit and market conduct examination covering compliance with unclaimed property laws and a directive from the New York Department of Financial Services regarding claims settlement practices and other related state regulatory inquiries. In the three months ended September 30, 2012, the Company, together with its life insurance company affiliates, worked to resolve multi-state examinations relating to the handling of unclaimed property and the use of the Social Security Administration Death Master File ("SSDMF") to identify death claims that have not been submitted to the Company or its insurance company affiliates, as the case may be, in the normal course of business. The final settlement of these examinations was announced on October 22, 2012. The Company is taking enhanced measures to, among other things, routinely match policyholder records with the SSDMF to determine if its insured parties, annuitants, or retained account holders have died and locate beneficiaries when a claim is payable. Although the Company has reached final settlement on the multi-state examinations, it is possible that the settlement remediation requirements and/or remaining inquiries and other regulatory activity could result in the payment of additional death claims and additional escheatment of funds deemed abandoned under state laws. The Company believes that it has adequately reserved for such claims as of December 31, 2012, but there can be no assurance that the ultimate cost will not vary, perhaps materially, from its estimate. In addition, the state of West Virginia has two lawsuits pending against the Company relating to alleged violations of the West Virginia Uniform Unclaimed Property Act, in connection with policies issued by the Company and by American General Life and Accident Insurance Company (which merged into the Company on December 31, 2012). The State of West Virginia has also filed similar lawsuits against other insurers. In addition, the Company invested a total of $490.7 million in WG Trading Company, L.P. ("WG Trading") in two separate transactions. The Company received back a total amount of $567.2 million from these investments. In August 2010, a court-appointed Receiver filed a lawsuit against the Company and other defendants seeking to recover any funds distributed in excess of the entities' investments. The Receiver asserts that WG Trading and WG Trading Investors, L.P. were operated as a "ponzi" scheme. There are no pending legal proceedings affecting the Separate Account. Various lawsuits against the Company have arisen in the ordinary course of business. In addition, various federal, state and other regulatory agencies may from time to time review, examine or inquire into the operations, practices and procedures of the Company, such as through financial examinations, market conduct exams or regulatory inquiries. As of December 31, 2012, the Company believes it is not likely that contingent liabilities arising from the above matters will have a material adverse effect on the financial condition of the Company. REGISTRATION STATEMENTS Registration statements under the Securities Act of 1933, as amended, related to the Policies offered by this prospectus are on file with the SEC. This prospectus does not contain all of the information contained in the registration statements and exhibits. For further information regarding the Separate Account, AGL and its general account, the variable investment options and the Policy, please refer to the registration statements and exhibits. 52 INDEX OF SPECIAL WORDS AND PHRASES We have capitalized some special terms we use in this document. We have defined these terms here. ACCOUNT VALUE. The total amount in the Separate Account and Guaranteed Account attributable to your Policy. ADMINISTRATIVE CENTER. 405 King Street, 4th Floor, Wilmington, Delaware 19801. ATTAINED AGE. The Insured's age as of the Policy Date plus the number of completed Policy years since the Policy Date. BENEFICIARY. The person(s) who is entitled to the Life Insurance Proceeds under the Policy. CASH SURRENDER VALUE. Account Value less any applicable surrender charge that would be deducted upon surrender. CODE. The Internal Revenue Code of 1986, as amended. FACE AMOUNT. The amount of insurance specified by the Owner and the base for calculating the death benefit. GRACE PERIOD. The period of time beginning on a Monthly Anniversary during which the Policy will continue in force even though your Net Cash Surrender Value is less than the total monthly deduction then due. GUARANTEED ACCOUNT. An account within the general account which consists of all of our assets other than the assets of the Separate Account and any of our other separate investment accounts. INSURED. A person whose life is covered under the Policy. At the time of application, the Insured must be 70 years of age or younger, unless we agree otherwise. ISSUE DATE. The date the Policy is actually issued. It may be later than the Policy Date. LIFE INSURANCE PROCEEDS. The amount payable to a Beneficiary if the Insured dies while coverage under the Policy is in force. LOAN ACCOUNT. The portion of the Account Value held in the Guaranteed Account as collateral for loans. MONTHLY ANNIVERSARY. The same day as the Policy Date for each succeeding month. If the day of the Monthly Anniversary is the 29th, 30th, or 31st and a month has no such day, the Monthly Anniversary is deemed to be the last day of that month. NET CASH SURRENDER VALUE. The Cash Surrender Value less any Outstanding Loan. NET PREMIUM. Any premium paid less any expense charges deducted from the premium payment. OUTSTANDING LOAN. The total amount of Policy loans, including both principal and accrued interest. OWNER. The person who purchased the Policy as shown in the application, unless later changed. 53 POLICY DATE. The date as of which we have received the initial premium and an application in good order. If a Policy is issued, life insurance coverage is effective as of the Policy Date. VALUATION DATE. Each day the New York Stock Exchange is open for trading. VALUATION PERIOD. A period commencing with the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on any Valuation Date and ending as of the close of the New York Stock Exchange on the next succeeding Valuation Date. SEPARATE ACCOUNT. Separate Account II, a separate investment account of ours. 54 APPENDIX A MAXIMUM INITIAL SURRENDER CHARGE PER $1,000 OF INITIAL SPECIFIED FACE AMOUNT
ISSUE AGE SEX SMOKER STATUS SURRENDER CHARGE --------- ---- ------------- ---------------- 25 Male Nonsmoker $16.00 35 Male Nonsmoker 20.00 45 Male Nonsmoker 26.00 55 Male Nonsmoker 38.00 65 Male Nonsmoker 46.00 75 Male Nonsmoker 44.00 25 Male Smoker 18.00 35 Male Smoker 23.00 45 Male Smoker 32.00 55 Male Smoker 48.00 65 Male Smoker 47.00 75 Male Smoker 46.00 25 Female Nonsmoker 14.00 35 Female Nonsmoker 18.00 45 Female Nonsmoker 23.00 55 Female Nonsmoker 33.00 65 Female Nonsmoker 45.00 75 Female Nonsmoker 44.00 25 Female Smoker 16.00 35 Female Smoker 20.00 45 Female Smoker 26.00 55 Female Smoker 37.00 65 Female Smoker 46.00 75 Female Smoker 44.00
55 THIS DOCUMENT IS NOT PART OF ANY PROSPECTUS AGLC105775 Rev 03/2012 AMERICAN GENERAL Life Companies FACTS WHAT DOES AMERICAN GENERAL LIFE COMPANIES DO WITH YOUR PERSONAL INFORMATION? WHY? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. WHAT? The types of personal information we collect and share depend on the product or service you have with us. This information can include: . Social Security number and Medical Information . Income and Credit History . Payment History and Employment Information When you are NO LONGER our customer, we continue to share your information as described in this notice. HOW? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons American General Life Companies chooses to share; and whether you can limit this sharing.
Reasons we can share your personal information Does American General Can you limit Life Companies share? this sharing? ------------------------------------------------------------------------------------------------ FOR OUR EVERYDAY BUSINESS PURPOSES-- such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or Yes No report to credit bureaus ------------------------------------------------------------------------------------------------ FOR OUR MARKETING PURPOSES-- to offer our products and services to you Yes No ------------------------------------------------------------------------------------------------ FOR JOINT MARKETING WITH OTHER FINANCIAL COMPANIES Yes No ------------------------------------------------------------------------------------------------ FOR OUR AFFILIATES' EVERYDAY BUSINESS PURPOSES-- information about your transactions and experiences No We don't share ------------------------------------------------------------------------------------------------ FOR OUR AFFILIATES' EVERYDAY BUSINESS PURPOSES-- information about your creditworthiness No We don't share ------------------------------------------------------------------------------------------------ FOR NONAFFILIATES TO MARKET TO YOU No We don't share ------------------------------------------------------------------------------------------------ QUESTIONS? CALL 800-231-3655 OR GO TO WWW.AMERICANGENERAL.COM
THIS DOCUMENT IS NOT PART OF ANY PROSPECTUS AGLC105775 Rev 03/2012 AMERICAN GENERAL Life Companies -------------------------------------------------------------------------------- WHO WE ARE -------------------------------------------------------------------------------- WHO IS PROVIDING THIS NOTICE? All American General Life Companies [a complete list is described below] -------------------------------------------------------------------------------- WHAT WE DO -------------------------------------------------------------------------------- HOW DOES AMERICAN GENERAL To protect your personal information from LIFE COMPANIES PROTECT MY unauthorized access and use, we use security PERSONAL INFORMATION? measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to employees, representatives, agents, or selected third parties who have been trained to handle nonpublic personal information. -------------------------------------------------------------------------------- HOW DOES AMERICAN GENERAL We collect your personal information, for example, when you LIFE COMPANIES COLLECT MY . apply for insurance or pay insurance premiums PERSONAL INFORMATION? . file an insurance claim or give us your income information . provide employment information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. -------------------------------------------------------------------------------- WHY CAN'T I LIMIT ALL SHARING? Federal law gives you the right to limit only . sharing for affiliates' everyday business purposes--information about your creditworthiness . affiliates from using your information to market to you . sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. -------------------------------------------------------------------------------- DEFINITIONS -------------------------------------------------------------------------------- AFFILIATES Companies related by common ownership or control. They can be financial and nonfinancial companies. . OUR AFFILIATES INCLUDE THE MEMBER COMPANIES OF AMERICAN INTERNATIONAL GROUP, INC. NONAFFILIATES Companies not related by common ownership or control. They can be financial and nonfinancial companies. . AMERICAN GENERAL LIFE COMPANIES DOES NOT SHARE WITH NONAFFILIATES SO THEY CAN MARKET TO YOU. JOINT MARKETING A formal agreement between nonaffiliated financial companies that together market financial products or services to you. . OUR JOINT MARKETING PARTNERS INCLUDE COMPANIES WITH WHICH WE JOINTLY OFFER INSURANCE PRODUCTS, SUCH AS A BANK. -------------------------------------------------------------------------------- OTHER IMPORTANT INFORMATION -------------------------------------------------------------------------------- This Privacy Notice is provided on behalf of the following companies: AGC Life Insurance Company, AIG Life of Bermuda, Ltd., American General Assurance Company, American General Equity Services Corporation, American General Indemnity Company, American General Life and Accident Insurance Company, American General Life Insurance Company, American General Property Insurance Company, Delaware American Life Insurance Company, The United States Life Insurance Company in the City of New York, American General Life Insurance Company of Delaware. [GRAPHIC] For additional information about the Executive Advantage(R) Policies and the Separate Account, you may request a copy of the Statement of Additional Information (the "SAI"), dated January 2, 2012. We have filed the SAI with the SEC and have incorporated it by reference into this prospectus. You may obtain a free copy of the SAI and the Policy or Fund prospectuses if you write us at our Administrative Center, which is located at 405 King Street, 4th Floor, Wilmington, Delaware 19801 or call us at 1-302-575-5245. You may also obtain the SAI from your AGL representative through which the Policies may be purchased. Additional information about the Executive Advantage Policies, including personalized illustrations of death benefits, cash surrender values, and account values is available without charge to individuals considering purchasing a Policy, upon request to the same address or phone number printed above. We may charge current Policy Owners $25 per illustration if they request more than one personalized illustration in a Policy year. Information about the Separate Account, including the SAI, can also be reviewed and copied at the SEC's Office of Investor Education and Advocacy in Washington, D.C. Inquiries on the operations of the Office of Investor Education and Advocacy may be made by calling the SEC at 1-202-942-8090. Reports and other information about the Separate Account are available on the SEC's Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Office of Investor Education and Advocacy of the SEC, 100 F Street N.E., Washington, D.C. 20549. Policies issued by: AMERICAN GENERAL LIFE INSURANCE COMPANY 2727-A Allen Parkway, Houston, Texas 77019 EXECUTIVE ADVANTAGE GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE Policy Form Number 11GVULD997 (sex distinct) Endorsement Form Number 13GVUL08 (sex distinct) Merger Endorsement Form Number L8204 Not available in the state of New York DISTRIBUTED BY AMERICAN GENERAL EQUITY SERVICES CORPORATION Member FINRA The underwriting risks, financial obligations and support functions associated with the products issued by American General Life Insurance Company ("AGL") are its responsibility. AGL is responsible for its own financial condition and contractual obligations. American General Life Companies, www.americangeneral.com, is the marketing name for a group of affiliated domestic life insurers, including AGL. AGL does not solicit business in the state of New York. The Policies are not available in all states. (C) 2013. All rights reserved. ICA File No. 811-04867 AMERICAN GENERAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT II EXECUTIVE ADVANTAGE(R) GROUP FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES ISSUED BY AMERICAN GENERAL LIFE INSURANCE COMPANY 405 KING STREET, 4/TH/ FLOOR, WILMINGTON, DELAWARE 19801 TELEPHONE: 1-302-575-5245 STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 2, 2013 This Statement of Additional Information ("SAI") is not a prospectus. It should read in conjunction with the prospectus for American General Life Insurance Company Separate Account II (the "Separate Account" or "Separate Account II") dated January 2, 2013, describing the Executive Advantage group flexible premium variable universal life insurance policies (the "Policy" or "Policies"). The description of the Policy or Policies in the related prospectus is fully applicable to your certificate and the use of the word "Policy" or "Policies" in this SAI includes such certificate. The prospectus sets forth information that a prospective investor should know before investing. For a copy of the prospectus, and any prospectus supplements, contact American General Life Insurance Company ("AGL" or "Company") at the address or telephone number given above. Each term used in this SAI that is defined in the related prospectus has the same meaning as the prospectus' definition. TABLE OF CONTENTS GENERAL INFORMATION................................................... 3 AGL................................................................ 3 Separate Account II................................................ 3 National Union Fire Insurance Company of Pittsburgh, Pa............ 4 SERVICES.............................................................. 4 DISTRIBUTION OF THE POLICIES.......................................... 4 PERFORMANCE INFORMATION............................................... 6 ADDITIONAL INFORMATION ABOUT THE POLICIES............................. 6 Gender neutral policies........................................ 6 Cost of insurance rates........................................ 6 Special purchase plans......................................... 7 Underwriting procedures and cost of insurance charges.......... 7 Certain arrangements........................................... 7 Guaranteed Investment Option....................................... 7 Adjustments to Death Benefit....................................... 8 Suicide........................................................ 8 Wrong age or gender............................................ 8 Death during grace period...................................... 8 ACTUARIAL EXPERT...................................................... 8 MATERIAL CONFLICTS.................................................... 8 FINANCIAL STATEMENTS.................................................. 9
2 GENERAL INFORMATION AGL We are American General Life Insurance Company ("AGL "). AGL is a stock life insurance company organized under the laws of the State of Texas. AGL is a successor in interest to a company originally organized under the laws of Delaware on January 10, 1917. AGL is an indirect, wholly-owned subsidiary of American International Group, Inc. ("AIG"), a Delaware corporation. AIG is a leading international insurance organization serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange. American General Life Companies, www.americangeneral.com, is the marketing name for a group of affiliated domestic life insurers, including AGL. The commitments under the Contracts are AGL's, and AIG has no legal obligation to back those commitments. On December 31, 2012, American General Life Insurance Company of Delaware ("AGLD"), an affiliate of AGL, merged with and into AGL. Prior to this date, the Policies were issued by AGLD. SEPARATE ACCOUNT II We hold the Fund shares in which any of your accumulation value is invested in Separate Account II. Separate Account II is registered as a unit investment trust with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940. Prior to December 31, 3012, Separate Account II ("Separate Account") was a separate account of AGLD, created on June 5, 1986. On December 31, 2012, and in conjunction with the merger of AGL and AGLD, the Separate Account was transferred to and became a separate account of AGL under Texas law. For record keeping and financial reporting purposes, Separate Account II is divided into 91 separate "divisions," 36 of which are available under the Policies offered by the Policy prospectus as variable "investment options." Eight of these 36 divisions and the remaining 55 divisions are offered under other AGL policies. We hold the Fund shares in which we invest your accumulation value for an investment option in the division that corresponds to that investment option. One or more of the Funds may sell its shares to other funds. The assets in Separate Account II are our property. The assets in the Separate Account may not be used to pay any liabilities of AGL other than those arising from the Policies. AGL is obligated to pay all amounts under the Policies due the Policy owners. We act as custodian for the Separate Account's assets. 3 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. All references in this SAI to National Union Fire Insurance Company of Pittsburgh, Pa. ("National Union") apply only to Policies with a date of issue prior to December 29, 2006 at 4:00 p.m. Eastern time. National Union is a stock property-casualty insurance company incorporated under the laws of the Commonwealth of Pennsylvania on February 14, 1901. National Union's principal executive office is located at 175 Water Street, 18/th/ Floor, New York, New York 10038. National Union is licensed in all 50 states of the United States and the District of Columbia, as well as certain foreign jurisdictions, and engages in a broad range of insurance and reinsurance activities. National Union is an indirect wholly-owned subsidiary of AIG and an affiliate of AGL. SERVICES AGL and AIG are parties to a service and expense agreement. Under the service and expense agreement, AIG may provide services to AGL and certain other life insurance companies under the AIG holding company system at cost. Those services include data processing systems, customer services, product development, actuarial, internal auditing, accounting and legal services. During 2011, 2010 and 2009, AGL paid AIG for these services $0, $1,310,085 and $1,201,564, respectively. AGL and American General Life Companies, LLC ("AGLC") were previously parties to a services agreement. AGL and AGLC (prior to its merger) are both wholly-owned subsidiaries of AIG and therefore affiliates of one another. AGLC was a Delaware limited liability company established on August 30, 2002. Prior to that date, AGLC was a Delaware business trust. Its address was 2727-A Allen Parkway, Houston, Texas 77019-2191. Under the services agreement, AGLC provided shared services to AGL and certain other life insurance companies under the AIG holding company system at cost. Those services include data processing systems, customer services, product development, actuarial, internal auditing, accounting and legal services. During 2011, 2010 and 2009, AGL paid AGLC for these services $71,358,073, $65,099,382 and $60,892,128, respectively. AGLC was merged into American General Life Insurance Company ("AGL") at the end of 2011. AGL now provides all services to AGL previously provided by AGLC. We have not designed the Policies for professional market timing organizations or other entities or individuals using programmed and frequent transfers involving large amounts. We currently have no contractual agreements or any other formal or informal arrangements with any entity or individual permitting such transfers and receive no compensation for any such contract or arrangement. DISTRIBUTION OF THE POLICIES American General Equity Services Corporation ("AGESC"), 2727-A Allen Parkway, 2-G7, Houston, Texas 77019, a Delaware corporation and an affiliate of AGL, is the principal underwriter and distributor of the Policies for the Separate Account under a Distribution Agreement between AGESC and AGL. AGESC also acts as principal underwriter for AGL's 4 other separate accounts and for the separate accounts of certain AGL affiliates. AGESC is a registered broker-dealer under the Securities Exchange Act of 1934, as amended and a member of the Financial Industry Regulatory Authority ("FINRA"). AGESC, as the principal underwriter and distributor, is not paid any fees on the Policies. The Policies are offered on a continuous basis. We and AGESC have sales agreements with various broker-dealers and banks under which the Policies will be sold by registered representatives of the broker-dealers or employees of the banks. These registered representatives and employees are also required to be authorized under applicable state regulations as life insurance agents to sell variable universal life insurance. The broker-dealers are ordinarily required to be registered with the SEC and must be members of FINRA. Commissions may be paid based on premiums paid for Policies sold. Other expense reimbursements, allowances, and overrides may also be paid. Registered representatives who meet certain productivity and profitability standards may be eligible for additional compensation. Additional payments may be made for administrative or other services not directly related to the sale of the Policies. We pay compensation directly to broker-dealers and banks for promotion and sales of the Policies. The compensation may vary with the sales agreement, but is generally not expected to exceed: . 24% of premiums paid in the first Policy year up to the Target Premium and 4% of premiums in excess of the Target Premium; . 11% of premiums paid in Policy years 2 through 4 up to the Target Premium and 4% of premiums in excess of the Target Premium; . 4% of premiums paid in Policy years 5 through 7 up to the Target Premium and 4% of premiums in excess of the Target Premium; . 3% of premiums paid in Policy years 8 through 15 up to the Target Premium and 2% of premiums in excess of the Target Premium; . 2% of premiums paid beginning in the 16th Policy year up to the Target Premium and 2% of premiums paid beginning in the 16th Policy year in excess of the Target Premium; . Trail commission of 0.20% annual in Policy years 8 through 15, of each Policy's accumulation value (reduced by any outstanding loans); and . Trail commission of 0.10% annual beginning in the 16th Policy year, of each Policy's accumulation value (reduced by any outstanding loans). Target Premium is the maximum amount of premium to which the first year commission rate applies. 5 PERFORMANCE INFORMATION From time to time, we may quote performance information for the divisions of the Separate Account in advertisements, sales literature, or reports to owners or prospective investors. We may quote performance information in any manner permitted under applicable law. We may, for example, present such information as a change in a hypothetical owner's cash value or death benefit. We also may present the yield or total return of the division based on a hypothetical investment in a Policy. The performance information shown may cover various periods of time, including periods beginning with the commencement of the operations of the division or the Fund in which it invests. The performance information shown may reflect the deduction of one or more charges, such as the premium charge, and we generally expect to exclude costs of insurance charges because of the individual nature of these charges. We also may present the yield or total return of the investment option in which a division invests. We may compare a division's performance to that of other variable universal life separate accounts or investment products, as well as to generally accepted indices or analyses, such as those provided by research firms and rating services. In addition, we may use performance ratings that may be reported periodically in financial publications, such as Money Magazine, Forbes, Business Week, Fortune, Financial Planning and The Wall Street Journal. We also may advertise ratings of AGL's financial strength or claims-paying ability as determined by firms that analyze and rate insurance companies and by nationally recognized statistical rating organizations. ADDITIONAL INFORMATION ABOUT THE POLICIES The purpose of this section is to provide you with information to help clarify certain discussion found in the related prospectus. Many topics, such as Policy sales loads and increases in your Policy's death benefit, have been fully described in the related prospectus. For any topics that we do not discuss in this SAI, please see the related prospectus. Gender neutral policies. Congress and the legislatures of various states have from time to time considered legislation that would require insurance rates to be the same for males and females of the same age, premium class and tobacco user status. In addition, employers and employee organizations should consider, in consultation with counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase of life insurance policies in connection with an employment-related insurance or benefit plan. In a 1983 decision, the United States Supreme Court held that, under Title VII, optional annuity benefits under a deferred compensation plan could not vary on the basis of gender. In general, we do not offer the Policies for sale in situations which, under current law, require gender-neutral premiums or benefits. Cost of insurance rates. Because of specified amount increases, different cost of insurance rates may apply to different increments of specified amount under your Policy. If so, we attribute your accumulation value proportionately to each increment of specified amount to compute our net amount at risk. 6 Special purchase plans. Special purchase plans provide for variations in, or elimination of, certain Policy charges, and would be available to a defined group of individuals. We currently do not provide for or support any special purchase plans. Underwriting procedures and cost of insurance charges. Cost of insurance charges for the Policies will not be the same for all Policy owners. The chief reason is that the principle of pooling and distribution of mortality risks is based upon the assumption that each Policy owner pays a cost of insurance charge related to the insured's mortality risk which is actuarially determined based upon factors such as age, sex and risk class of the insured and the face amount size band of the Policy. In the context of life insurance, a uniform mortality charge (the "cost of insurance charge") for all insureds would discriminate unfairly in favor of those insureds representing greater mortality risks to the disadvantage of those representing lesser risks. Accordingly, although there will be a uniform "public offering price" for all Policy owners, because premiums are flexible and amounts allocated to the Separate Account will be subject to some charges that are the same for all owners, there will be a different "price" for each actuarial category of Policy owners because different cost of insurance rates will apply. The "price" will also vary based on net amount at risk. The Policies will be offered and sold pursuant to this cost of insurance schedule and our underwriting standards and in accordance with state insurance laws. Such laws prohibit unfair discrimination among insureds, but recognize that premiums must be based upon factors such as age, sex, health and occupation. A table showing the maximum cost of insurance charges will be delivered as part of the Policy. Our underwriting procedures are designed to treat applicants for Policies in a uniform manner. Collection of required medical information is conducted in a confidential manner. We maintain underwriting standards designed to avoid unfair or inconsistent decisions about which underwriting class should apply to a particular proposed insured person. In some group or employment- related situations, we may offer what we call simplified or guaranteed issue underwriting classes. These underwriting classes provide for brief or no medical underwriting. Our offer to insure a person under either class results in cost of insurance charges that are the same for each insured person. Certain arrangements. Most of the advisers or administrators of the Funds make certain payments to us, on a quarterly basis, for certain administrative, Policy, and policy owner support expenses. These amounts will be reasonable for the services performed and are not designed to result in a profit. These amounts will not be paid by the Funds or Policy owners. GUARANTEED INVESTMENT OPTION Under the Policy, you may currently allocate your Account Value to the Guaranteed Account. In addition, if you request a loan, we will allocate part of your Account Value to the Loan Account which is part of the Guaranteed Account. Unlike the Separate Account, the assets in the Guaranteed Account may be used to pay any liabilities of AGL in addition to those arising from the Policies. We may treat each allocation and transfer separately for purposes of crediting interest and making deductions from the Guaranteed Account. All of your Account Value held in the Guaranteed Account will earn interest at a rate we determine in our sole discretion. This rate will never be less than 4% per year compounded 7 annually. The Loan Account portion of your Account Value may earn a different interest rate than the remaining portion of your Account Value in the Guaranteed Account. We will deduct any transfers, partial surrenders or any policy expenses from the Guaranteed Account and your variable investment options on a pro rata basis, unless you provide other directions. No portion of the Loan Account may be used for this purpose. If we must pay any part of the proceeds for a loan, partial surrender or full surrender from the Guaranteed Account, we may defer the payment for up to six months from the date we receive the written request. If we defer payment from the Guaranteed Account for 30 days or more, we will pay interest on the amount we deferred at a rate of 4% per year, compounded annually, until we make payment. ADJUSTMENTS TO DEATH BENEFIT Suicide. If the insured person commits suicide during the first two Policy years, we will limit the proceeds payable to the total of all premiums that have been paid to the time of death minus any outstanding Policy loans (plus credit for any unearned interest) and any partial surrenders. A new two-year period begins if you increase the specified amount. You can increase the specified amount only if the insured person is living at the time of the increase. In this case, if the insured person commits suicide during the first two years following the increase, we will refund the monthly insurance deductions attributable to the increase. The death benefit will then be based on the specified amount in effect before the increase. Wrong age or gender. If the age or gender of the insured person was misstated on your application for a Policy (or for any increase in benefits), we will adjust any death benefit to be what the monthly insurance charge deducted for the current month would have purchased based on the correct information. Death during grace period. We will deduct from the insurance proceeds any monthly charges that remain unpaid because the insured person died during a grace period. ACTUARIAL EXPERT Actuarial matters have been examined by Wayne A. Barnard, who is Senior Vice President and Illustration Actuary of AGL. His opinion on actuarial matters is filed as an exhibit to the registration statement we have filed with the SEC in connection with the Policies. MATERIAL CONFLICTS We are required to track events to identify any material conflicts from using investment portfolios for both variable universal life and variable annuity separate accounts. The boards of the Funds, AGL, and other insurance companies participating in the Funds have this same duty. There may be a material conflict if: . state insurance law or federal income tax law changes; 8 . investment management of an investment portfolio changes; or . voting instructions given by owners of variable universal life insurance policies and variable annuity contracts differ. The investment portfolios may sell shares to certain qualified pension and retirement plans qualifying under Code Section 401. These include cash or deferred arrangements under Code Section 401(k). One or more of the investment portfolios may sell its shares to other investment portfolios. Therefore, there is a possibility that a material conflict may arise between the interests of owners in general, or certain classes of owners, and these retirement plans or participants in these retirement plans. If there is a material conflict, we have the duty to determine appropriate action, including removing the portfolios involved from our variable investment options. We may take other action to protect Policy owners. This could mean delays or interruptions of the variable operations. When state insurance regulatory authorities require us, we may ignore instructions relating to changes in an investment portfolio's adviser or its investment policies. If we do ignore voting instructions, we give you a summary of our actions in the next semi-annual report to owners. FINANCIAL STATEMENTS PricewaterhouseCoopers LLP, located at 1201 Louisiana Street, Suite 2900, Houston, Texas 77002, serves as the independent registered public accounting firm for Variable Account II, AGL, the life companies listed below and American International Group, Inc. We are required to include additional life companies' financial statements in the Statement of Additional Information to reflect the effect of the December 31, 2012 merger of American General Life Insurance Company of Delaware into American General Life Insurance Company. You may obtain a free copy of these financial statements if you write us at our Annuity Service Center or call us at 1-800-445-7862. The financial statements have also been filed with the SEC and can be obtained through its website at http://www.sec.gov. 9 The following financial statements are included in the Statement of Additional Information in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting: . Audited Financial Statements of Variable Account II of American General Life Insurance Company of Delaware for the year ended December 31, 2011 . Audited Financial Statements of American General Life Insurance Company of Delaware for the years ended December 31, 2011, 2010 and 2009 . Audited Statutory Financial Statements of American General Assurance Company for years ended December 31, 2011 and 2010 . Audited Statutory Financial Statements of American General Life and Accident Insurance Company for the years ended December 31, 2011 and 2010 . Audited Consolidated Financial Statements of SunAmerica Annuity and Life Assurance Company for the years ended December 31, 2011, 2010 and 2009 . Audited Statutory Financial Statements of SunAmerica Life Insurance Company for the years ended December 31, 2011 and 2010 . Audited Consolidated Financial Statements of Western National Life Insurance Company for the years ended December 31, 2011, 2010 and 2009 . Audited Consolidated Financial Statements of American General Life Insurance Company for the years ended December 31, 2011, 2010 and 2009 . Audited Statutory Financial Statements of National Union Fire Insurance Company of Pittsburgh, Pa. for the years ended December 31, 2011 and 2010 The following financial statements are also included in the Statement of Additional Information: . Unaudited Pro Forma Condensed Financial Data of American General Life Insurance Company as of December 31, 2011 The financial statements of the life companies listed above should be considered only as bearing on the ability of AGL to meet its obligations under the contracts. You should only consider the statutory financial statements of National Union Fire Insurance Company of Pittsburgh, Pa. ("National Union") that we include in the Statement of Additional Information as bearing on the ability of National Union, as guarantor, to meet its obligations under the guarantee of insurance obligations under contracts issued prior to December 29, 2006, at 4:00 p.m. Eastern Time ("Point of Termination"). Contracts with an issue date after the Point of Termination are not covered by the National Union guarantee. AMERICAN INTERNATIONAL GROUP, INC. FINANCIAL INFORMATION On March 30, 2011, American International Group, Inc. and AGL entered into an Unconditional Capital Maintenance Agreement. As a result, the financial statements of American International Group, Inc. are incorporated by reference below. American International Group, Inc. does not underwrite any contracts referenced herein. 10 The following financial statements are incorporated by reference in the Statement of Additional Information in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting: . Consolidated Financial Statements and Financial Statement Schedules of American International Group, Inc.'s Current Report on Form 8-K dated May 4, 2012 and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) . American International Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 The following financial statements are also incorporated by reference in the Statement of Additional Information in reliance on the report of PricewaterhouseCoopers, independent accountants, given on the authority of said firm as experts in auditing and accounting: . Consolidated Financial Statements of AIA Group Limited incorporated by reference to American International Group, Inc.'s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2011. 11 AMERICAN GENERAL Life Companies Variable Account II Variable Universal Life Insurance 2011 Annual Report December 31, 2011 American General Life Insurance Company of Delaware REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of American General Life Insurance Company of Delaware and Policy Owners of American General Life Insurance Company of Delaware Variable Account II In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of each of the Sub-Accounts listed in Note 1 of American General Life Insurance Company of Delaware Variable Account II at December 31, 2011, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and each of their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the management of American General Life Insurance Company of Delaware; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investment securities at December 31, 2011 by correspondence with the mutual fund companies, provide a reasonable basis for our opinion. /s/ PRICEWATERHOUSECOOPERS LLP Houston, Texas April 25, 2012 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 2011
Due from (to) American General Investment Life Insurance securities - at Company of Sub-accounts fair value Delaware NET ASSETS ------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Wealth Strategy Portfolio - Class A $ 214,804 $ - $ 214,804 AllianceBernstein Global Thematic Growth Portfolio - Class A 1,072,533 - 1,072,533 AllianceBernstein Growth and Income Portfolio - Class A 1,373,571 - 1,373,571 AllianceBernstein Growth Portfolio - Class A 1,513,334 - 1,513,334 AllianceBernstein Intermediate Bond Portfolio - Class A 50,522 - 50,522 AllianceBernstein Large Cap Growth Portfolio - Class A 754,333 - 754,333 AllianceBernstein Money Market Portfolio - Class A 175,790 - 175,790 AllianceBernstein Real Estate Investment Portfolio - Class A 590,417 - 590,417 AllianceBernstein Small Cap Growth Portfolio - Class A 378,816 - 378,816 American Century VP Capital Appreciation Fund - Class I 248,725 - 248,725 American Century VP Income & Growth Fund - Class I 150,357 - 150,357 Anchor Series Trust Asset Allocation Portfolio - Class 1 302,672 - 302,672 Anchor Series Trust Capital Appreciation Portfolio - Class 1 2,431,110 - 2,431,110 Anchor Series Trust Government and Quality Bond Portfolio - Class 1 524,041 - 524,041 Anchor Series Trust Growth Portfolio - Class 1 930,245 - 930,245 Anchor Series Trust Natural Resources Portfolio - Class 1 826,142 - 826,142 BlackRock Basic Value V.I. Fund - Class I - - - Dreyfus Stock Index Fund, Inc. - Initial Shares 3,304,407 - 3,304,407 Fidelity VIP Asset Manager Portfolio - Initial Class 988,841 - 988,841 Fidelity VIP Contrafund Portfolio - Initial Class 2,025,569 - 2,025,569 Fidelity VIP Growth Portfolio - Initial Class 2,813,320 - 2,813,320 Fidelity VIP High Income Portfolio - Initial Class 456,123 - 456,123 Fidelity VIP Index 500 Portfolio - Initial Class - - - Fidelity VIP Investment Grade Bond Portfolio - Initial Class 730,922 - 730,922 Fidelity VIP Money Market Portfolio - Initial Class 2,027,826 - 2,027,826 Fidelity VIP Overseas Portfolio - Initial Class 256,912 - 256,912 Franklin Templeton Templeton Foreign Securities Fund - Class 2 - - - Invesco V.I. Capital Appreciation Fund - Series I 417,913 - 417,913 Invesco V.I. International Growth Fund - Series I 719,412 - 719,412 JPMorgan Insurance Trust Core Bond Portfolio - Class 1 112,059 - 112,059 JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 113,760 - 113,760 Neuberger Berman AMT Partners Portfolio - Class I 136,989 - 136,989 Neuberger Berman AMT Short Duration Bond Portfolio - Class I 126,374 - 126,374 Oppenheimer Global Securities Fund/VA - Non-Service Shares 462,505 - 462,505 Oppenheimer Main Street Fund/VA - Non-Service Shares 403,982 - 403,982 PIMCO VIT Real Return Portfolio - Administrative Class 141,448 - 141,448 PIMCO VIT Total Return Portfolio - Administrative Class - - - SunAmerica Aggressive Growth Portfolio - Class 1 1,449,380 - 1,449,380 SunAmerica Alliance Growth Portfolio - Class 1 2,706,174 - 2,706,174 SunAmerica Balanced Portfolio - Class 1 834,869 - 834,869 SunAmerica Blue Chip Growth Portfolio - Class 1 42,147 - 42,147 SunAmerica Capital Growth Portfolio - Class 1 30,062 - 30,062 SunAmerica Cash Management Portfolio - Class 1 1,560,002 - 1,560,002 SunAmerica Corporate Bond Portfolio - Class 1 390,563 - 390,563 SunAmerica Davis Venture Value Portfolio - Class 1 1,514,206 - 1,514,206 SunAmerica "Dogs" of Wall Street Portfolio - Class 1 246,490 - 246,490 SunAmerica Emerging Markets Portfolio - Class 1 828,755 - 828,755 SunAmerica Equity Opportunities Portfolio - Class 1 325,016 - 325,016 SunAmerica Fundamental Growth Portfolio - Class 1 681,516 - 681,516 SunAmerica Global Bond Portfolio - Class 1 487,675 - 487,675 SunAmerica Global Equities Portfolio - Class 1 405,958 - 405,958 SunAmerica Growth Opportunities Portfolio - Class 1 101,146 - 101,146
See accompanying notes. VA II - 2 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF ASSETS AND LIABILITIES - CONTINUED DECEMBER 31, 2011
Due from (to) American General Investment Life Insurance securities - at Company of Sub-accounts fair value Delaware NET ASSETS ---------------------------------------------------------------------------------------------------------------- SunAmerica Growth-Income Portfolio - Class 1 $ 1,818,041 $ - $ 1,818,041 SunAmerica High-Yield Bond Portfolio - Class 1 228,976 - 228,976 SunAmerica International Diversified Equities Portfolio - Class 1 406,012 - 406,012 SunAmerica International Growth and Income Portfolio - Class 1 553,292 - 553,292 SunAmerica Marsico Focused Growth Portfolio - Class 1 584,998 - 584,998 SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 436,244 - 436,244 SunAmerica MFS Total Return Portfolio - Class 1 709,219 - 709,219 SunAmerica Mid-Cap Growth Portfolio - Class 1 1,975,372 - 1,975,372 SunAmerica Real Estate Portfolio - Class 1 452,344 - 452,344 SunAmerica Technology Portfolio - Class 1 80,005 - 80,005 SunAmerica Telecom Utility Portfolio - Class 1 372,382 - 372,382 SunAmerica Total Return Bond Portfolio - Class 1 280,104 - 280,104 UIF Mid Cap Growth Portfolio - Class I Shares 188,220 - 188,220 VALIC Company I International Equities Fund 690,756 - 690,756 VALIC Company I Small Cap Index Fund 148,728 - 148,728 Van Eck VIP Emerging Markets Fund - Initial Class 279,778 - 279,778 Van Eck VIP Global Hard Assets Fund - Initial Class 250,427 - 250,427 Vanguard VIF Total Bond Market Index Portfolio - - -
See accompanying notes. VA II - 3 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2011
A B A+B=C D E F C+D+E+F Mortality and Net change in expense risk NET Net realized Capital gain unrealized INCREASE Dividends and INVESTMENT gain (loss) distributions appreciation (DECREASE) IN NET from mutual administrative INCOME on from mutual (depreciation) ASSETS RESULTING Sub-accounts funds charges (LOSS) investments funds of investments FROM OPERATIONS --------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Balanced Wealth Strategy Portfolio - Class A $ 5,366 $ (1,973) $ 3,393 $ 510 $ - $ (11,690) $ (7,787) AllianceBernstein Global Thematic Growth Portfolio - Class A 7,791 (11,549) (3,758) (1,971) - (333,170) (338,899) AllianceBernstein Growth and Income Portfolio - Class A 21,573 (13,152) 8,421 24,015 - 42,063 74,499 AllianceBernstein Growth Portfolio - Class A - (14,333) (14,333) 12,824 - 9,756 8,247 AllianceBernstein Intermediate Bond Portfolio - Class A 2,507 (463) 2,044 (72) 191 707 2,870 AllianceBernstein Large Cap Growth Portfolio - Class A 2,725 (6,823) (4,098) 5,410 - (33,723) (32,411) AllianceBernstein Money Market Portfolio - Class A 16 (1,442) (1,426) - - - (1,426) AllianceBernstein Real Estate Investment Portfolio - Class A 8,758 (4,389) 4,369 505 66,063 (23,856) 47,081 AllianceBernstein Small Cap Growth Portfolio - Class A - (3,536) (3,536) 4,068 - 9,895 10,427 American Century VP Capital Appreciation Fund - Class I - (2,072) (2,072) 825 - (18,926) (20,173) American Century VP Income & Growth Fund - Class I 2,412 (1,160) 1,252 3,140 - 375 4,767 Anchor Series Trust Asset Allocation Portfolio - Class 1 8,424 (2,327) 6,097 1,483 - (6,786) 794 Anchor Series Trust Capital Appreciation Portfolio - Class 1 - (21,698) (21,698) 40,805 - (220,105) (200,998) Anchor Series Trust Government and Quality Bond Portfolio - Class 1 14,676 (4,131) 10,545 (9,778) 2,059 30,835 33,661 Anchor Series Trust Growth Portfolio - Class 1 7,475 (7,774) (299) (25,296) - (51,552) (77,147) Anchor Series Trust Natural Resources Portfolio - Class 1 6,981 (7,831) (850) (13,658) 248,273 (459,010) (225,245) BlackRock Basic Value V.I. Fund - Class I 291 (258) 33 (5,940) - (10,857) (16,764) Dreyfus Stock Index Fund, Inc. - Initial Shares 62,755 (29,451) 33,304 24,599 22,788 (43,307) 37,384 Fidelity VIP Asset Manager Portfolio - Initial Class 20,698 (8,947) 11,751 80 5,025 (52,367) (35,511) Fidelity VIP Contrafund Portfolio - Initial Class 21,736 (16,098) 5,638 16,467 - (110,113) (88,008) Fidelity VIP Growth Portfolio - Initial Class 10,933 (25,801) (14,868) 14,861 10,119 (28,589) (18,477) Fidelity VIP High Income Portfolio - Initial Class 31,564 (3,931) 27,633 (2,688) - (8,993) 15,952 Fidelity VIP Index 500 Portfolio - Initial Class - (208) (208) (5,340) 3,550 (6,102) (8,100) Fidelity VIP Investment Grade Bond Portfolio - Initial Class 23,631 (6,169) 17,462 (6,006) 19,340 13,876 44,672 Fidelity VIP Money Market Portfolio - Initial Class 2,301 (17,010) (14,709) - - - (14,709) Fidelity VIP Overseas Portfolio - Initial Class 4,278 (2,958) 1,320 460 639 (60,524) (58,105) Franklin Templeton Templeton Foreign Securities Fund - Class 2 3,420 (271) 3,149 (5,193) - (13,684) (15,728) Invesco V.I. Capital Appreciation Fund - Series I 706 (3,943) (3,237) 1,751 - (38,598) (40,084) Invesco V.I. International Growth Fund - Series I 13,623 (7,218) 6,405 7,737 - (76,237) (62,095) JPMorgan Insurance Trust Core Bond Portfolio - Class 1 4,895 (725) 4,170 (822) - 2,495 5,843 JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 1,417 (863) 554 886 - (4,139) (2,699) Neuberger Berman AMT Partners Portfolio - Class I - (1,139) (1,139) 1,758 - (18,734) (18,115) Neuberger Berman AMT Short Duration Bond Portfolio - Class I 5,027 (1,019) 4,008 4 - (4,487) (475) Oppenheimer Global Securities Fund/ VA - Non-Service Shares 6,918 (3,980) 2,938 2,887 - (52,617) (46,792) Oppenheimer Main Street Fund/VA - Non-Service Shares 3,351 (3,027) 324 1,894 - (5,553) (3,335) PIMCO VIT Real Return Portfolio - Administrative Class 38,923 (2,815) 36,108 74,441 4,099 68,671 183,319 PIMCO VIT Total Return Portfolio - Administrative Class 3,870 (316) 3,554 (6,013) 5 9,063 6,609 SunAmerica Aggressive Growth Portfolio - Class 1 - (11,264) (11,264) 11,308 - (43,017) (42,973) SunAmerica Alliance Growth Portfolio - Class 1 14,608 (22,551) (7,943) 29,623 - (108,198) (86,518) SunAmerica Balanced Portfolio - Class 1 15,273 (6,249) 9,024 2,537 - 730 12,291 SunAmerica Blue Chip Growth Portfolio - Class 1 102 (360) (258) 2,176 - (4,229) (2,311) SunAmerica Capital Growth Portfolio - Class 1 - (231) (231) 89 - (488) (630) SunAmerica Cash Management Portfolio - Class 1 - (11,537) (11,537) (981) - (3,297) (15,815) SunAmerica Corporate Bond Portfolio - Class 1 25,319 (2,677) 22,642 182 1,888 (5,516) 19,196 SunAmerica Davis Venture Value Portfolio - Class 1 21,500 (12,405) 9,095 8,790 - (103,288) (85,403) SunAmerica "Dogs" of Wall Street Portfolio - Class 1 5,276 (1,707) 3,569 2,715 - 19,856 26,140 SunAmerica Emerging Markets Portfolio - Class 1 6,210 (8,167) (1,957) (10,213) - (305,739) (317,909) SunAmerica Equity Opportunities Portfolio - Class 1 1,881 (2,365) (484) 691 - (2,858) (2,651) SunAmerica Fundamental Growth Portfolio - Class 1 - (5,602) (5,602) 9,625 - (46,111) (42,088) SunAmerica Global Bond Portfolio - Class 1 10,105 (3,274) 6,831 2,878 6,273 3,630 19,612
See accompanying notes. VA II - 4 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF OPERATIONS - CONTINUED FOR THE YEAR ENDED DECEMBER 31, 2011
A B A+B=C D E F C+D+E+F Mortality and Net change in expense risk NET Net realized Capital gain unrealized INCREASE Dividends and INVESTMENT gain (loss) distributions appreciation (DECREASE) IN NET from mutual administrative INCOME on from mutual (depreciation) ASSETS RESULTING Sub-accounts funds charges (LOSS) investments funds of investments FROM OPERATIONS --------------------------------------------------------------------------------------------------------------------------- SunAmerica Global Equities Portfolio - Class 1 $ 4,393 $ (3,437) $ 956 $ 2,008 $ - $ (53,625) $ (50,661) SunAmerica Growth Opportunities Portfolio - Class 1 - (752) (752) 498 - (2,216) (2,470) SunAmerica Growth-Income Portfolio - Class 1 17,275 (13,798) 3,477 18,327 - 103,905 125,709 SunAmerica High-Yield Bond Portfolio - Class 1 19,479 (1,668) 17,811 356 - (10,438) 7,729 SunAmerica International Diversified Equities Portfolio - Class 1 10,267 (3,733) 6,534 2,846 - (86,934) (77,554) SunAmerica International Growth and Income Portfolio - Class 1 19,472 (4,947) 14,525 7,602 - (114,902) (92,775) SunAmerica Marsico Focused Growth Portfolio - Class 1 1,974 (4,523) (2,549) 1,623 - (12,018) (12,944) SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 3,166 (3,440) (274) 2,650 - (14,457) (12,081) SunAmerica MFS Total Return Portfolio - Class 1 19,745 (5,703) 14,042 7,976 - (13,892) 8,126 SunAmerica Mid-Cap Growth Portfolio - Class 1 - (16,433) (16,433) 24,783 - (142,510) (134,160) SunAmerica Real Estate Portfolio - Class 1 4,425 (3,528) 897 12,430 - 23,036 36,363 SunAmerica Technology Portfolio - Class 1 - (851) (851) (210) - (6,824) (7,885) SunAmerica Telecom Utility Portfolio - Class 1 8,715 (2,738) 5,977 1,851 - 10,809 18,637 SunAmerica Total Return Bond Portfolio - Class 1 3,914 (1,252) 2,662 812 3,025 498 6,997 UIF Mid Cap Growth Portfolio - Class I Shares 685 (210) 475 239 85 (15,344) (14,545) VALIC Company I International Equities Fund 21,878 (1,221) 20,657 (16,612) - (139,485) (135,440) VALIC Company I Small Cap Index Fund 1,543 (590) 953 (15,987) - (27,908) (42,942) Van Eck VIP Emerging Markets Fund - Initial Class 3,990 (3,461) 529 (9,471) - (101,097) (110,039) Van Eck VIP Global Hard Assets Fund - Initial Class 3,689 (2,829) 860 632 3,951 (60,857) (55,414) Vanguard VIF Total Bond Market Index Portfolio 5,564 (217) 5,347 (254) 1,511 1,796 8,400
See accompanying notes. VA II - 5 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II SCHEDULES OF PORTFOLIO INVESTMENTS DECEMBER 31, 2011
Net Asset Value Value of Shares Cost of Shares Sub-accounts Shares Per Share at Fair Value Held Level /(1)/ ------------------------------------------------------------------------------------------------------------- AllianceBernstein Balanced Wealth Strategy Portfolio - Class A 19,707 $ 10.90 $ 214,804 $ 218,688 1 AllianceBernstein Global Thematic Growth Portfolio - Class A 72,127 14.87 1,072,533 1,326,116 1 AllianceBernstein Growth and Income Portfolio - Class A 76,098 18.05 1,373,571 1,252,947 1 AllianceBernstein Growth Portfolio - Class A 74,183 20.40 1,513,334 1,432,583 1 AllianceBernstein Intermediate Bond Portfolio - Class A 4,029 12.54 50,522 50,194 1 AllianceBernstein Large Cap Growth Portfolio - Class A 28,084 26.86 754,333 743,619 1 AllianceBernstein Money Market Portfolio - Class A 175,790 1.00 175,790 175,790 1 AllianceBernstein Real Estate Investment Portfolio - Class A 50,986 11.58 590,417 598,352 1 AllianceBernstein Small Cap Growth Portfolio - Class A 22,166 17.09 378,816 347,208 1 American Century VP Capital Appreciation Fund - Class I 18,814 13.22 248,725 257,766 1 American Century VP Income & Growth Fund - Class I 24,488 6.14 150,357 140,257 1 Anchor Series Trust Asset Allocation Portfolio - Class 1 23,235 13.03 302,672 298,952 1 Anchor Series Trust Capital Appreciation Portfolio - Class 1 71,214 34.14 2,431,110 2,493,172 1 Anchor Series Trust Government and Quality Bond Portfolio - Class 1 33,655 15.57 524,041 513,484 1 Anchor Series Trust Growth Portfolio - Class 1 48,185 19.31 930,245 975,382 1 Anchor Series Trust Natural Resources Portfolio - Class 1 33,880 24.38 826,142 1,186,364 1 Dreyfus Stock Index Fund, Inc. - Initial Shares 112,090 29.48 3,304,407 3,166,675 1 Fidelity VIP Asset Manager Portfolio - Initial Class 71,655 13.80 988,841 1,036,455 1 Fidelity VIP Contrafund Portfolio - Initial Class 87,992 23.02 2,025,569 1,997,041 1 Fidelity VIP Growth Portfolio - Initial Class 76,262 36.89 2,813,320 2,693,397 1 Fidelity VIP High Income Portfolio - Initial Class 84,624 5.39 456,123 493,527 1 Fidelity VIP Investment Grade Bond Portfolio - Initial Class 56,355 12.97 730,922 756,576 1 Fidelity VIP Money Market Portfolio - Initial Class 2,027,826 1.00 2,027,826 2,027,826 1 Fidelity VIP Overseas Portfolio - Initial Class 18,849 13.63 256,912 301,135 1 Invesco V.I. Capital Appreciation Fund - Series I 19,510 21.42 417,913 436,229 1 Invesco V.I. International Growth Fund - Series I 27,281 26.37 719,412 741,659 1 JPMorgan Insurance Trust Core Bond Portfolio - Class 1 9,570 11.71 112,059 110,649 1 JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 7,474 15.22 113,760 110,690 1 Neuberger Berman AMT Partners Portfolio - Class I 13,713 9.99 136,989 144,727 1 Neuberger Berman AMT Short Duration Bond Portfolio - Class I 11,712 10.79 126,374 131,256 1 Oppenheimer Global Securities Fund/VA - Non-Service Shares 16,843 27.46 462,505 484,468 1 Oppenheimer Main Street Fund/VA - Non-Service Shares 19,507 20.71 403,982 387,862 1 PIMCO VIT Real Return Portfolio - Administrative Class 10,140 13.95 141,448 137,376 1 SunAmerica Aggressive Growth Portfolio - Class 1 149,390 9.70 1,449,380 1,384,646 1 SunAmerica Alliance Growth Portfolio - Class 1 121,482 22.28 2,706,174 2,649,380 1 SunAmerica Balanced Portfolio - Class 1 57,858 14.43 834,869 804,671 1 SunAmerica Blue Chip Growth Portfolio - Class 1 6,103 6.91 42,147 42,807 1 SunAmerica Capital Growth Portfolio - Class 1 3,539 8.49 30,062 29,160 1 SunAmerica Cash Management Portfolio - Class 1 146,594 10.64 1,560,002 1,563,851 1 SunAmerica Corporate Bond Portfolio - Class 1 29,374 13.30 390,563 396,407 1 SunAmerica Davis Venture Value Portfolio - Class 1 69,145 21.90 1,514,206 1,517,705 1 SunAmerica "Dogs" of Wall Street Portfolio - Class 1 28,953 8.51 246,490 218,606 1 SunAmerica Emerging Markets Portfolio - Class 1 120,064 6.90 828,755 1,056,155 1 SunAmerica Equity Opportunities Portfolio - Class 1 28,211 11.52 325,016 311,256 1 SunAmerica Fundamental Growth Portfolio - Class 1 43,759 15.57 681,516 693,483 1 SunAmerica Global Bond Portfolio - Class 1 39,114 12.47 487,675 479,554 1 SunAmerica Global Equities Portfolio - Class 1 32,498 12.49 405,958 433,599 1 SunAmerica Growth Opportunities Portfolio - Class 1 14,543 6.95 101,146 99,189 1 SunAmerica Growth-Income Portfolio - Class 1 85,948 21.15 1,818,041 1,603,651 1 SunAmerica High-Yield Bond Portfolio - Class 1 42,719 5.36 228,976 236,241 1 SunAmerica International Diversified Equities Portfolio - Class 1 53,607 7.57 406,012 459,670 1 SunAmerica International Growth and Income Portfolio - Class 1 72,697 7.61 553,292 617,135 1 SunAmerica Marsico Focused Growth Portfolio - Class 1 64,923 9.01 584,998 571,204 1 SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 32,017 13.63 436,244 426,058 1
See accompanying notes. VA II - 6 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II SCHEDULES OF PORTFOLIO INVESTMENTS - CONTINUED DECEMBER 31, 2011
Net Asset Value Value of Shares Cost of Shares Sub-accounts Shares Per Share at Fair Value Held Level /(1)/ ------------ ------- --------------- --------------- -------------- ---------- SunAmerica MFS Total Return Portfolio - Class 1 48,980 $ 14.48 $ 709,219 $ 697,020 1 SunAmerica Mid-Cap Growth Portfolio - Class 1 185,330 10.66 1,975,372 1,986,119 1 SunAmerica Real Estate Portfolio - Class 1 35,925 12.59 452,344 412,281 1 SunAmerica Technology Portfolio - Class 1 29,591 2.70 80,005 82,356 1 SunAmerica Telecom Utility Portfolio - Class 1 33,644 11.07 372,382 347,022 1 SunAmerica Total Return Bond Portfolio - Class 1 31,085 9.01 280,104 280,017 1 UIF Mid Cap Growth Portfolio - Class I Shares 16,775 11.22 188,220 194,888 1 VALIC Company I International Equities Fund 127,681 5.41 690,756 786,245 1 VALIC Company I Small Cap Index Fund 10,936 13.60 148,728 147,727 1 Van Eck VIP Emerging Markets Fund - Initial Class 26,902 10.40 279,778 362,987 1 Van Eck VIP Global Hard Assets Fund - Initial Class 8,144 30.75 250,427 283,189 1
/(1)/ Represents the level within the fair value hierarchy under which the portfolio is classified as defined in ASC 820 and described in Note 3 to the financial statements. See accompanying notes. VA II - 7 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts -------------------------------------------------------------------------------- AllianceBernstein AllianceBernstein AllianceBernstein Balanced Wealth Global Thematic Growth and AllianceBernstein Strategy Portfolio - Growth Portfolio - Income Portfolio - Growth Portfolio - Class A Class A Class A Class A FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 3,393 $ (3,758) $ 8,421 $ (14,333) Net realized gain (loss) on investments 510 (1,971) 24,015 12,824 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments (11,690) (333,170) 42,063 9,756 ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from operations (7,787) (338,899) 74,499 8,247 ----------- ------------- ------------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 31,448 115,742 113,190 127,125 Cost of insurance (29,286) (119,845) (145,665) (158,119) Policy loans (3,269) (7,669) 8,009 (17,293) Death benefits - - - - Withdrawals (716) (87,896) (308,373) (79,628) ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from principal transactions (1,823) (99,668) (332,839) (127,915) ----------- ------------- ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (9,610) (438,567) (258,340) (119,668) NET ASSETS: Beginning of year 224,414 1,511,100 1,631,911 1,633,002 ----------- ------------- ------------- ------------- End of year $ 214,804 $ 1,072,533 $ 1,373,571 $ 1,513,334 =========== ============= ============= ============= FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 4,743 $ 18,028 $ (13,048) $ (9,572) Net realized gain (loss) on investments 1,169 37,571 (117,980) 77,406 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 14,543 175,879 311,813 136,290 ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from operations 20,455 231,478 180,785 204,124 ----------- ------------- ------------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option (13,809) 100,257 98,974 151,412 Cost of insurance (28,400) (129,606) (168,217) (161,318) Policy loans (22,515) (8,535) (34,886) (8,671) Death benefits - (17,459) (2,882) (21,815) Withdrawals (452) (82,995) (96,465) (130,186) ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from principal transactions (65,176) (138,338) (203,476) (170,578) ----------- ------------- ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (44,721) 93,140 (22,691) 33,546 NET ASSETS: Beginning of year 269,135 1,417,960 1,654,602 1,599,456 ----------- ------------- ------------- ------------- End of year $ 224,414 $ 1,511,100 $ 1,631,911 $ 1,633,002 =========== ============= ============= =============
See accompanying notes. VA II - 8 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ---------------------------------------------------------------------------------- AllianceBernstein AllianceBernstein AllianceBernstein AllianceBernstein Real Estate Intermediate Bond Large Cap Growth Money Market Investment Portfolio - Class A Portfolio - Class A Portfolio - Class A Portfolio - Class A FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 2,044 $ (4,098) $ (1,426) $ 4,369 Net realized gain (loss) on investments (72) 5,410 - 505 Capital gain distributions from mutual funds 191 - - 66,063 Net change in unrealized appreciation (depreciation) of investments 707 (33,723) - (23,856) ---------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 2,870 (32,411) (1,426) 47,081 ---------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 2,870 88,950 194,561 19,355 Cost of insurance (5,951) (69,043) (20,617) (27,110) Policy loans 23 384 (148,517) (5,880) Death benefits - - - - Withdrawals (1,672) (55,294) - (24,345) ---------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (4,730) (35,003) 25,427 (37,980) ---------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (1,860) (67,414) 24,001 9,101 NET ASSETS: Beginning of year 52,382 821,747 151,789 581,316 ---------- ----------- ----------- ----------- End of year $ 50,522 $ 754,333 $ 175,790 $ 590,417 ========== =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 2,088 $ (2,628) $ (1,239) $ 3,221 Net realized gain (loss) on investments 300 10,846 - (72,283) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 1,155 61,732 - 187,521 ---------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 3,543 69,950 (1,239) 118,459 ---------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 10,909 89,999 320,857 50,426 Cost of insurance (5,281) (68,798) (22,500) (25,453) Policy loans 42 (2,441) (166,888) (172) Death benefits - (1,528) - (301) Withdrawals - (26,191) - (26,307) ---------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions 5,670 (8,959) 131,469 (1,807) ---------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 9,213 60,991 130,230 116,652 NET ASSETS: Beginning of year 43,169 760,756 21,559 464,664 ---------- ----------- ----------- ----------- End of year $ 52,382 $ 821,747 $ 151,789 $ 581,316 ========== =========== =========== ===========
See accompanying notes. VA II - 9 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ------------------------------------------------------------------------------- American Century American Century Anchor Series AllianceBernstein VP Capital VP Income & Trust Asset Small Cap Growth Appreciation Fund - Growth Fund - Allocation Portfolio - Class A Class I Class I Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (3,536) $ (2,072) $ 1,252 $ 6,097 Net realized gain (loss) on investments 4,068 825 3,140 1,483 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 9,895 (18,926) 375 (6,786) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 10,427 (20,173) 4,767 794 ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 65,631 20,820 13,706 11,694 Cost of insurance (18,029) (13,835) (11,268) (21,151) Policy loans 2,651 (82) (103) 1,009 Death benefits - - (1,655) - Withdrawals (28,547) (18,548) (24,398) (4,681) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions 21,706 (11,645) (23,718) (13,129) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 32,133 (31,818) (18,951) (12,335) NET ASSETS: Beginning of year 346,683 280,543 169,308 315,007 ----------- ----------- ----------- ----------- End of year $ 378,816 $ 248,725 $ 150,357 $ 302,672 =========== =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (2,697) $ (1,450) $ 1,277 $ 5,748 Net realized gain (loss) on investments 1,346 3,262 (14,738) (22,350) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 98,907 61,307 33,612 54,030 ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 97,556 63,119 20,151 37,428 ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 18,632 117,100 8,094 10,867 Cost of insurance (16,656) (11,196) (12,233) (25,801) Policy loans 9,419 (1,455) (1,261) (3,202) Death benefits (13,506) - - - Withdrawals (33,035) (21,710) (10,345) (25,684) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (35,146) 82,739 (15,745) (43,820) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 62,410 145,858 4,406 (6,392) NET ASSETS: Beginning of year 284,273 134,685 164,902 321,399 ----------- ----------- ----------- ----------- End of year $ 346,683 $ 280,543 $ 169,308 $ 315,007 =========== =========== =========== ===========
See accompanying notes. VA II - 10 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ---------------------------------------------------------------------------------- Anchor Series Anchor Series Anchor Series Trust Capital Trust Government Anchor Series Trust Natural Appreciation and Quality Bond Trust Growth Resources Portfolio - Class 1 Portfolio - Class 1 Portfolio - Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (21,698) $ 10,545 $ (299) $ (850) Net realized gain (loss) on investments 40,805 (9,778) (25,296) (13,658) Capital gain distributions from mutual funds - 2,059 - 248,273 Net change in unrealized appreciation (depreciation) of investments (220,105) 30,835 (51,552) (459,010) ------------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations (200,998) 33,661 (77,147) (225,245) ------------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 25,154 (503) 44,133 68,666 Cost of insurance (199,735) (74,783) (94,819) (74,307) Policy loans (38,910) 778 (9,806) (1,348) Death benefits (924) - - (556) Withdrawals (132,100) (110,772) (42,761) (44,177) ------------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (346,515) (185,280) (103,253) (51,722) ------------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (547,513) (151,619) (180,400) (276,967) NET ASSETS: Beginning of year 2,978,623 675,660 1,110,645 1,103,109 ------------- ----------- ----------- ----------- End of year $ 2,431,110 $ 524,041 $ 930,245 $ 826,142 ============= =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (16,301) $ 24,901 $ (656) $ 1,674 Net realized gain (loss) on investments (36,528) 6,627 (84,415) (128,951) Capital gain distributions from mutual funds - - - 64,234 Net change in unrealized appreciation (depreciation) of investments 583,198 (612) 212,375 215,282 ------------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 530,369 30,916 127,304 152,239 ------------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 230,338 82,754 71,352 121,625 Cost of insurance (189,736) (78,927) (90,855) (76,196) Policy loans (55,098) (6,741) (9,587) (11,086) Death benefits (3,127) (9,312) (1,065) (5,321) Withdrawals (140,495) (79,060) (33,602) (77,037) ------------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (158,118) (91,286) (63,757) (48,015) ------------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 372,251 (60,370) 63,547 104,224 NET ASSETS: Beginning of year 2,606,372 736,030 1,047,098 998,885 ------------- ----------- ----------- ----------- End of year $ 2,978,623 $ 675,660 $1,110,645 $1,103,109 ============= =========== =========== ===========
See accompanying notes. VA II - 11 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ------------------------------------------------------------------------------- Fidelity VIP BlackRock Basic Dreyfus Stock Fidelity VIP Asset Contrafund Value V.I. Fund - Index Fund, Inc. - Manager Portfolio - Portfolio - Initial Class I Initial Shares Initial Class Class FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 33 $ 33,304 $ 11,751 $ 5,638 Net realized gain (loss) on investments (5,940) 24,599 80 16,467 Capital gain distributions from mutual funds - 22,788 5,025 - Net change in unrealized appreciation (depreciation) of investments (10,857) (43,307) (52,367) (110,113) ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from operations (16,764) 37,384 (35,511) (88,008) ----------- ------------- ------------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option (2) 328,842 91,754 134,486 Cost of insurance (2,726) (310,393) (96,515) (165,034) Policy loans - (74,530) (3,211) (19,537) Death benefits - (1,746) - (1,923) Withdrawals (173,774) (147,201) (28,501) (439,706) ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from principal transactions (176,502) (205,028) (36,473) (491,714) ----------- ------------- ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (193,266) (167,644) (71,984) (579,722) NET ASSETS: Beginning of year 193,266 3,472,051 1,060,825 2,605,291 ----------- ------------- ------------- ------------- End of year $ - $ 3,304,407 $ 988,841 $ 2,025,569 =========== ============= ============= ============= FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 2,579 $ 30,540 $ 8,573 $ 12,307 Net realized gain (loss) on investments (1,649) 40,877 (10,603) (421,318) Capital gain distributions from mutual funds - - 5,155 1,081 Net change in unrealized appreciation (depreciation) of investments 20,680 347,487 122,406 769,994 ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from operations 21,610 418,904 125,531 362,064 ----------- ------------- ------------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 2 338,815 119,935 128,275 Cost of insurance (3,347) (327,308) (97,557) (180,930) Policy loans - 5,019 (14,532) (8,625) Death benefits - (19,672) - (917) Withdrawals - (144,007) (63,476) (739,250) ----------- ------------- ------------- ------------- Increase (decrease) in net assets resulting from principal transactions (3,345) (147,153) (55,630) (801,447) ----------- ------------- ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 18,265 271,751 69,901 (439,383) NET ASSETS: Beginning of year 175,001 3,200,300 990,924 3,044,674 ----------- ------------- ------------- ------------- End of year $ 193,266 $ 3,472,051 $ 1,060,825 $ 2,605,291 =========== ============= ============= =============
See accompanying notes. VA II - 12 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ---------------------------------------------------------------------------- Fidelity VIP Fidelity VIP Fidelity VIP High Fidelity VIP Index Investment Grade Growth Portfolio - Income Portfolio - 500 Portfolio - Bond Portfolio - Initial Class Initial Class Initial Class Initial Class FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (14,868) $ 27,633 $ (208) $ 17,462 Net realized gain (loss) on investments 14,861 (2,688) (5,340) (6,006) Capital gain distributions from mutual funds 10,119 - 3,550 19,340 Net change in unrealized appreciation (depreciation) of investments (28,589) (8,993) (6,102) 13,876 -------------- ----------- ---------- ---------- Increase (decrease) in net assets resulting from operations (18,477) 15,952 (8,100) 44,672 -------------- ----------- ---------- ---------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 243,006 60,646 (14) 72,059 Cost of insurance (239,568) (45,287) (2,044) (69,220) Policy loans (4,282) (17,178) - (10,080) Death benefits (1,831) - - - Withdrawals (70,279) (30,208) (145,703) (59,207) -------------- ----------- ---------- ---------- Increase (decrease) in net assets resulting from principal transactions (72,954) (32,027) (147,761) (66,448) -------------- ----------- ---------- ---------- TOTAL INCREASE (DECREASE) IN NET ASSETS (91,431) (16,075) (155,861) (21,776) NET ASSETS: Beginning of year 2,904,751 472,198 155,861 752,698 -------------- ----------- ---------- ---------- End of year $ 2,813,320 $ 456,123 $ - $ 730,922 ============== =========== ========== ========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (15,001) $ 30,823 $ 2,536 $ 19,789 Net realized gain (loss) on investments 8,736 (20,908) (1,290) 18,894 Capital gain distributions from mutual funds 8,730 - 2,615 8,387 Net change in unrealized appreciation (depreciation) of investments 557,497 52,651 16,271 17,285 -------------- ----------- ---------- ---------- Increase (decrease) in net assets resulting from operations 559,962 62,566 20,132 64,355 -------------- ----------- ---------- ---------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 194,841 46,486 1 22,625 Cost of insurance (230,198) (47,815) (2,503) (108,954) Policy loans 59,868 (16,555) - (8,072) Death benefits (3,417) (330) - - Withdrawals (111,803) (89,997) - (123,027) -------------- ----------- ---------- ---------- Increase (decrease) in net assets resulting from principal transactions (90,709) (108,211) (2,502) (217,428) -------------- ----------- ---------- ---------- TOTAL INCREASE (DECREASE) IN NET ASSETS 469,253 (45,645) 17,630 (153,073) NET ASSETS: Beginning of year 2,435,498 517,843 138,231 905,771 -------------- ----------- ---------- ---------- End of year $ 2,904,751 $ 472,198 $ 155,861 $ 752,698 ============== =========== ========== ==========
See accompanying notes. VA II - 13 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts --------------------------------------------------------------------------- Franklin Franklin Templeton Templeton Fidelity VIP Money Fidelity VIP Templeton Foreign Templeton Global Market Portfolio - Overseas Portfolio Securities Fund - Asset Allocation Initial Class - Initial Class Class 2 Fund - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (14,709) $ 1,320 $ 3,149 $ - Net realized gain (loss) on investments - 460 (5,193) - Capital gain distributions from mutual funds - 639 - - Net change in unrealized appreciation (depreciation) of investments - (60,524) (13,684) - ------------- ----------- ----------- ---------- Increase (decrease) in net assets resulting from operations (14,709) (58,105) (15,728) - ------------- ----------- ----------- ---------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 99,303 21,572 (3) - Cost of insurance (193,098) (25,376) (2,898) - Policy loans 31 (1,005) - - Death benefits - - - - Withdrawals (204,937) (39,412) (185,063) - ------------- ----------- ----------- ---------- Increase (decrease) in net assets resulting from principal transactions (298,701) (44,221) (187,964) - ------------- ----------- ----------- ---------- TOTAL INCREASE (DECREASE) IN NET ASSETS (313,410) (102,326) (203,692) - NET ASSETS: Beginning of year 2,341,236 359,238 203,692 - ------------- ----------- ----------- ---------- End of year $ 2,027,826 $ 256,912 $ - $ - ============= =========== =========== ========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (14,089) $ 1,026 $ 3,122 $ 23,859 Net realized gain (loss) on investments - (75,899) (513) (228,017) Capital gain distributions from mutual funds 1,474 625 - 37,082 Net change in unrealized appreciation (depreciation) of investments - 124,905 12,714 183,492 ------------- ----------- ----------- ---------- Increase (decrease) in net assets resulting from operations (12,615) 50,657 15,323 16,416 ------------- ----------- ----------- ---------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 770,246 26,640 3 (453,969) Cost of insurance (208,331) (32,472) (3,567) (6,163) Policy loans (11,966) (2,187) - (2,370) Death benefits (13,092) (9,238) - - Withdrawals (278,001) (87,992) - (22) ------------- ----------- ----------- ---------- Increase (decrease) in net assets resulting from principal transactions 258,856 (105,249) (3,564) (462,524) ------------- ----------- ----------- ---------- TOTAL INCREASE (DECREASE) IN NET ASSETS 246,241 (54,592) 11,759 (446,108) NET ASSETS: Beginning of year 2,094,995 413,830 191,933 446,108 ------------- ----------- ----------- ---------- End of year $ 2,341,236 $ 359,238 $ 203,692 $ - ============= =========== =========== ==========
See accompanying notes. VA II - 14 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ----------------------------------------------------------------------------- Invesco V.I. JPMorgan JPMorgan Invesco V.I. Capital International Insurance Trust Insurance Trust Appreciation Fund - Growth Fund - Core Bond U.S. Equity Series I Series I Portfolio - Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (3,237) $ 6,405 $ 4,170 $ 554 Net realized gain (loss) on investments 1,751 7,737 (822) 886 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments (38,598) (76,237) 2,495 (4,139) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations (40,084) (62,095) 5,843 (2,699) ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 46,384 40,804 35,283 10,000 Cost of insurance (38,092) (62,250) (8,643) (7,467) Policy loans (3,001) 7,107 40 (2,819) Death benefits - - (1,490) - Withdrawals (20,746) (120,720) (15,868) - ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (15,455) (135,059) 9,322 (286) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (55,539) (197,154) 15,165 (2,985) NET ASSETS: Beginning of year 473,452 916,566 96,894 116,745 ----------- ----------- ----------- ----------- End of year $ 417,913 $ 719,412 $ 112,059 $ 113,760 =========== =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (382) $ 12,777 $ 2,821 $ 155 Net realized gain (loss) on investments 6,903 41,692 2,308 2,902 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 53,106 48,472 2,699 10,056 ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 59,627 102,941 7,828 13,113 ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 48,929 91,983 (1,494) 7,459 Cost of insurance (37,395) (66,598) (8,464) (6,833) Policy loans (400) (10,548) (511) (2,718) Death benefits (202) (1,366) - - Withdrawals (21,724) (76,459) (8,107) (5,434) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (10,792) (62,988) (18,576) (7,526) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 48,835 39,953 (10,748) 5,587 NET ASSETS: Beginning of year 424,617 876,613 107,642 111,158 ----------- ----------- ----------- ----------- End of year $ 473,452 $ 916,566 $ 96,894 $ 116,745 =========== =========== =========== ===========
See accompanying notes. VA II - 15 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ------------------------------------------------------------------------- Neuberger Neuberger Berman AMT Oppenheimer Oppenheimer Berman AMT Short Duration Global Securities Main Street Partners Portfolio - Bond Portfolio - Fund/VA - Non- Fund/VA - Non- Class I Class I Service Shares Service Shares FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (1,139) $ 4,008 $ 2,938 $ 324 Net realized gain (loss) on investments 1,758 4 2,887 1,894 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments (18,734) (4,487) (52,617) (5,553) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations (18,115) (475) (46,792) (3,335) ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 15,278 7,596 30,448 48,096 Cost of insurance (14,341) (12,625) (43,834) (26,807) Policy loans (479) (2,341) (7,304) (3,677) Death benefits - - - (3,408) Withdrawals (5,439) (13,767) (24,661) (19,044) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (4,981) (21,137) (45,351) (4,840) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (23,096) (21,612) (92,143) (8,175) NET ASSETS: Beginning of year 160,085 147,986 554,648 412,157 ----------- ----------- ----------- ----------- End of year $ 136,989 $ 126,374 $ 462,505 $ 403,982 =========== =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (47) $ 6,709 $ 3,866 $ 1,964 Net realized gain (loss) on investments 7,395 (1,606) (7,366) (17,779) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 14,143 932 78,985 70,005 ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 21,491 6,035 75,485 54,190 ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 24,426 2,925 36,958 (37,264) Cost of insurance (11,983) (10,483) (37,173) (30,700) Policy loans (608) 387 (8,518) (2,820) Death benefits - - (639) (278) Withdrawals (13,288) (1,623) (39,386) (41,169) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (1,453) (8,794) (48,758) (112,231) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 20,038 (2,759) 26,727 (58,041) NET ASSETS: Beginning of year 140,047 150,745 527,921 470,198 ----------- ----------- ----------- ----------- End of year $ 160,085 $ 147,986 $ 554,648 $ 412,157 =========== =========== =========== ===========
See accompanying notes. VA II - 16 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ------------------------------------------------------------------------------- PIMCO VIT Real PIMCO VIT Total SunAmerica Return Portfolio - Return Portfolio - Aggressive SunAmerica Administrative Administrative Growth Portfolio - Alliance Growth Class Class Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 36,108 $ 3,554 $ (11,264) $ (7,943) Net realized gain (loss) on investments 74,441 (6,013) 11,308 29,623 Capital gain distributions from mutual funds 4,099 5 - - Net change in unrealized appreciation (depreciation) of investments 68,671 9,063 (43,017) (108,198) ------------- ----------- ------------- ------------- Increase (decrease) in net assets resulting from operations 183,319 6,609 (42,973) (86,518) ------------- ----------- ------------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option (11) - 199,608 208,998 Cost of insurance (31,409) (3,233) (132,595) (276,885) Policy loans - - (4,582) (75,814) Death benefits - - (919) (3,197) Withdrawals (2,158,599) (245,632) (96,783) (240,288) ------------- ----------- ------------- ------------- Increase (decrease) in net assets resulting from principal transactions (2,190,019) (248,865) (35,271) (387,186) ------------- ----------- ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (2,006,700) (242,256) (78,244) (473,704) NET ASSETS: Beginning of year 2,148,148 242,256 1,527,624 3,179,878 ------------- ----------- ------------- ------------- End of year $ 141,448 $ - $ 1,449,380 $ 2,706,174 ============= =========== ============= ============= FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 28,308 $ 5,283 $ (10,070) $ 2,631 Net realized gain (loss) on investments 25,308 496 27,211 102,275 Capital gain distributions from mutual funds 18,677 7,142 - - Net change in unrealized appreciation (depreciation) of investments 104,897 5,008 242,771 161,330 ------------- ----------- ------------- ------------- Increase (decrease) in net assets resulting from operations 177,190 17,929 259,912 266,236 ------------- ----------- ------------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option (42,521) (1) 153,702 408,605 Cost of insurance (43,782) (4,469) (123,092) (279,383) Policy loans - - (10,518) (94,643) Death benefits - - - (2,501) Withdrawals (271,703) - (48,988) (166,895) ------------- ----------- ------------- ------------- Increase (decrease) in net assets resulting from principal transactions (358,006) (4,470) (28,896) (134,817) ------------- ----------- ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (180,816) 13,459 231,016 131,419 NET ASSETS: Beginning of year 2,328,964 228,797 1,296,608 3,048,459 ------------- ----------- ------------- ------------- End of year $ 2,148,148 $ 242,256 $ 1,527,624 $ 3,179,878 ============= =========== ============= =============
See accompanying notes. VA II - 17 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts --------------------------------------------------------------------------------- SunAmerica SunAmerica Blue SunAmerica SunAmerica Cash Balanced Portfolio Chip Growth Capital Growth Management - Class 1 Portfolio - Class 1 Portfolio - Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 9,024 $ (258) $ (231) $ (11,537) Net realized gain (loss) on investments 2,537 2,176 89 (981) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 730 (4,229) (488) (3,297) ----------- ---------- ---------- ------------- Increase (decrease) in net assets resulting from operations 12,291 (2,311) (630) (15,815) ----------- ---------- ---------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 81,208 (1,050) 1,717 611,421 Cost of insurance (66,847) (2,178) (1,620) (200,267) Policy loans (2,728) (2) - (14,970) Death benefits (2,219) - - - Withdrawals (12,123) (32,557) - (210,023) ----------- ---------- ---------- ------------- Increase (decrease) in net assets resulting from principal transactions (2,709) (35,787) 97 186,161 ----------- ---------- ---------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 9,582 (38,098) (533) 170,346 NET ASSETS: Beginning of year 825,287 80,245 30,595 1,389,656 ----------- ---------- ---------- ------------- End of year $ 834,869 $ 42,147 $ 30,062 $ 1,560,002 =========== ========== ========== ============= FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 9,324 $ (325) $ (298) $ (13,158) Net realized gain (loss) on investments (5,211) (1,703) 839 (30,344) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 80,903 10,237 536 26,255 ----------- ---------- ---------- ------------- Increase (decrease) in net assets resulting from operations 85,016 8,209 1,077 (17,247) ----------- ---------- ---------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 55,695 6,360 (8,793) 155,023 Cost of insurance (64,229) (2,446) (1,135) (185,774) Policy loans (21,005) (6) - (20,407) Death benefits (9,470) - - (189,772) Withdrawals (115,776) - - (735,595) ----------- ---------- ---------- ------------- Increase (decrease) in net assets resulting from principal transactions (154,785) 3,908 (9,928) (976,525) ----------- ---------- ---------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (69,769) 12,117 (8,851) (993,772) NET ASSETS: Beginning of year 895,056 68,128 39,446 2,383,428 ----------- ---------- ---------- ------------- End of year $ 825,287 $ 80,245 $ 30,595 $ 1,389,656 =========== ========== ========== =============
See accompanying notes. VA II - 18 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts --------------------------------------------------------------------------------- SunAmerica SunAmerica SunAmerica Davis "Dogs" of Wall SunAmerica Corporate Bond Venture Value Street Portfolio - Emerging Markets Portfolio - Class 1 Portfolio - Class 1 Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 22,642 $ 9,095 $ 3,569 $ (1,957) Net realized gain (loss) on investments 182 8,790 2,715 (10,213) Capital gain distributions from mutual funds 1,888 - - - Net change in unrealized appreciation (depreciation) of investments (5,516) (103,288) 19,856 (305,739) ----------- ------------- ----------- ------------- Increase (decrease) in net assets resulting from operations 19,196 (85,403) 26,140 (317,909) ----------- ------------- ----------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 73,457 77,069 24,914 8,235 Cost of insurance (22,408) (115,297) (11,333) (76,843) Policy loans (1,756) (22,629) (1,578) (394) Death benefits - (721) - (884) Withdrawals (21,649) (106,509) (8,325) (36,723) ----------- ------------- ----------- ------------- Increase (decrease) in net assets resulting from principal transactions 27,644 (168,087) 3,678 (106,609) ----------- ------------- ----------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 46,840 (253,490) 29,818 (424,518) NET ASSETS: Beginning of year 343,723 1,767,696 216,672 1,253,273 ----------- ------------- ----------- ------------- End of year $ 390,563 $ 1,514,206 $ 246,490 $ 828,755 =========== ============= =========== ============= FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 24,079 $ (30) $ 4,113 $ 7,589 Net realized gain (loss) on investments 18,787 (186,176) (13,151) (207,556) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments (3,181) 361,061 37,462 385,387 ----------- ------------- ----------- ------------- Increase (decrease) in net assets resulting from operations 39,685 174,855 28,424 185,420 ----------- ------------- ----------- ------------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option (11,557) 224,603 31,972 87,334 Cost of insurance (22,643) (129,941) (9,077) (79,180) Policy loans (5,684) (36,854) (9,000) (16,681) Death benefits - (1,323) - (4,556) Withdrawals (30,561) (122,078) - (37,997) ----------- ------------- ----------- ------------- Increase (decrease) in net assets resulting from principal transactions (70,445) (65,593) 13,895 (51,080) ----------- ------------- ----------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (30,760) 109,262 42,319 134,340 NET ASSETS: Beginning of year 374,483 1,658,434 174,353 1,118,933 ----------- ------------- ----------- ------------- End of year $ 343,723 $ 1,767,696 $ 216,672 $ 1,253,273 =========== ============= =========== =============
See accompanying notes. VA II - 19 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts --------------------------------------------------------------------------------- SunAmerica SunAmerica Equity Fundamental SunAmerica SunAmerica Opportunities Growth Portfolio - Global Bond Global Equities Portfolio - Class 1 Class 1 Portfolio - Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (484) $ (5,602) $ 6,831 $ 956 Net realized gain (loss) on investments 691 9,625 2,878 2,008 Capital gain distributions from mutual funds - - 6,273 - Net change in unrealized appreciation (depreciation) of investments (2,858) (46,111) 3,630 (53,625) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations (2,651) (42,088) 19,612 (50,661) ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 31,801 82,806 94,935 23,666 Cost of insurance (22,410) (112,883) (36,372) (37,222) Policy loans 166 214 (2,050) (4,614) Death benefits - - - (718) Withdrawals (1,848) (77,716) (5,066) (8,106) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions 7,709 (107,579) 51,447 (26,994) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 5,058 (149,667) 71,059 (77,655) NET ASSETS: Beginning of year 319,958 831,183 416,616 483,613 ----------- ----------- ----------- ----------- End of year $ 325,016 $ 681,516 $ 487,675 $ 405,958 =========== =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (90) $ (5,608) $ 14,971 $ 4,370 Net realized gain (loss) on investments (44,963) 706 2,797 (3,347) Capital gain distributions from mutual funds - - 7,972 - Net change in unrealized appreciation (depreciation) of investments 88,629 118,802 (2,786) 56,627 ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 43,576 113,900 22,954 57,650 ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 30,425 91,025 52,772 41,952 Cost of insurance (22,268) (97,478) (31,306) (37,757) Policy loans (4,128) (2,553) (3,580) (5,465) Death benefits (1,043) - (346) - Withdrawals (5,059) (43,065) (31,636) (14,307) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (2,073) (52,071) (14,096) (15,577) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 41,503 61,829 8,858 42,073 NET ASSETS: Beginning of year 278,455 769,354 407,758 441,540 ----------- ----------- ----------- ----------- End of year $ 319,958 $ 831,183 $ 416,616 $ 483,613 =========== =========== =========== ===========
See accompanying notes. VA II - 20 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ----------------------------------------------------------------------------------- SunAmerica SunAmerica International Growth SunAmerica SunAmerica High- Diversified Opportunities Growth-Income Yield Bond Equities Portfolio - Portfolio - Class 1 Portfolio - Class 1 Portfolio - Class 1 Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (752) $ 3,477 $ 17,811 $ 6,534 Net realized gain (loss) on investments 498 18,327 356 2,846 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments (2,216) 103,905 (10,438) (86,934) ----------- ------------- ----------- ----------- Increase (decrease) in net assets resulting from operations (2,470) 125,709 7,729 (77,554) ----------- ------------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 13,942 71,938 34,409 (1,916) Cost of insurance (3,785) (133,535) (14,741) (54,231) Policy loans - (21,732) (61) 1,345 Death benefits - - - (480) Withdrawals - (94,380) (13,255) (20,152) ----------- ------------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions 10,157 (177,709) 6,352 (75,434) ----------- ------------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 7,687 (52,000) 14,081 (152,988) NET ASSETS: Beginning of year 93,459 1,870,041 214,895 559,000 ----------- ------------- ----------- ----------- End of year $ 101,146 $ 1,818,041 $ 228,976 $ 406,012 =========== ============= =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (463) $ 3,911 $ 25,295 $ 16,091 Net realized gain (loss) on investments (4,732) (45,400) (30,547) 9,961 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 18,169 227,003 41,606 6,237 ----------- ------------- ----------- ----------- Increase (decrease) in net assets resulting from operations 12,974 185,514 36,354 32,289 ----------- ------------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 23,908 272,980 440 78,536 Cost of insurance (1,834) (128,250) (14,439) (54,308) Policy loans - (20,920) (1,313) (4,031) Death benefits - (533) - (968) Withdrawals (965) (69,068) (33,981) (49,068) ----------- ------------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions 21,109 54,209 (49,293) (29,839) ----------- ------------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 34,083 239,723 (12,939) 2,450 NET ASSETS: Beginning of year 59,376 1,630,318 227,834 556,550 ----------- ------------- ----------- ----------- End of year $ 93,459 $ 1,870,041 $ 214,895 $ 559,000 =========== ============= =========== ===========
See accompanying notes. VA II - 21 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts -------------------------------------------------------------------------------- SunAmerica International SunAmerica SunAmerica MFS Growth and Marsico Focused Massachusetts SunAmerica MFS Income Portfolio - Growth Portfolio - Investors Trust Total Return Class 1 Class 1 Portfolio - Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 14,525 $ (2,549) $ (274) $ 14,042 Net realized gain (loss) on investments 7,602 1,623 2,650 7,976 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments (114,902) (12,018) (14,457) (13,892) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations (92,775) (12,944) (12,081) 8,126 ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 33,548 37,157 30,033 87,205 Cost of insurance (55,794) (38,045) (34,992) (102,188) Policy loans (1,349) 437 (10,122) (3,988) Death benefits - - - - Withdrawals (52,220) (8,528) (2,113) (70,497) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (75,815) (8,979) (17,194) (89,468) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (168,590) (21,923) (29,275) (81,342) NET ASSETS: Beginning of year 721,882 606,921 465,519 790,561 ----------- ----------- ----------- ----------- End of year $ 553,292 $ 584,998 $ 436,244 $ 709,219 =========== =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 22,751 $ (1,850) $ 930 $ 19,729 Net realized gain (loss) on investments (84,740) (24,983) 10,826 (71,482) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 100,744 117,253 31,314 130,207 ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 38,755 90,420 43,070 78,454 ----------- ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 45,412 19,013 42,536 1,151 Cost of insurance (61,256) (36,490) (36,646) (94,484) Policy loans (16,197) (7,670) (26,454) (17,775) Death benefits - (288) (1,862) - Withdrawals (36,456) (8,052) (20,493) (46,467) ----------- ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (68,497) (33,487) (42,919) (157,575) ----------- ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (29,742) 56,933 151 (79,121) NET ASSETS: Beginning of year 751,624 549,988 465,368 869,682 ----------- ----------- ----------- ----------- End of year $ 721,882 $ 606,921 $ 465,519 $ 790,561 =========== =========== =========== ===========
See accompanying notes. VA II - 22 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts --------------------------------------------------------------------------------- SunAmerica Mid- SunAmerica Real SunAmerica SunAmerica Cap Growth Estate Portfolio - Technology Telecom Utility Portfolio - Class 1 Class 1 Portfolio - Class 1 Portfolio - Class 1 FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ (16,433) $ 897 $ (851) $ 5,977 Net realized gain (loss) on investments 24,783 12,430 (210) 1,851 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments (142,510) 23,036 (6,824) 10,809 ------------- ----------- ---------- ----------- Increase (decrease) in net assets resulting from operations (134,160) 36,363 (7,885) 18,637 ------------- ----------- ---------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 99,427 (36,349) 1,718 31,305 Cost of insurance (186,143) (35,018) (2,727) (17,192) Policy loans (13,829) (4,516) 1,478 (122) Death benefits (2,716) - - (762) Withdrawals (127,299) (54,670) (27,080) (7,597) ------------- ----------- ---------- ----------- Increase (decrease) in net assets resulting from principal transactions (230,560) (130,553) (26,611) 5,632 ------------- ----------- ---------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (364,720) (94,190) (34,496) 24,269 NET ASSETS: Beginning of year 2,340,092 546,534 114,501 348,113 ------------- ----------- ---------- ----------- End of year $ 1,975,372 $ 452,344 $ 80,005 $ 372,382 ============= =========== ========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (14,610) $ 5,365 $ (752) $ 6,714 Net realized gain (loss) on investments 44,764 (71,875) (1,981) 502 Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 419,311 144,346 21,730 31,073 ------------- ----------- ---------- ----------- Increase (decrease) in net assets resulting from operations 449,465 77,836 18,997 38,289 ------------- ----------- ---------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 309,823 114,122 9,346 28,306 Cost of insurance (175,534) (33,321) (2,632) (16,216) Policy loans (13,213) (6,910) 2,934 (2,175) Death benefits (284) - - - Withdrawals (92,590) (10,533) (5,322) (830) ------------- ----------- ---------- ----------- Increase (decrease) in net assets resulting from principal transactions 28,202 63,358 4,326 9,085 ------------- ----------- ---------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 477,667 141,194 23,323 47,374 NET ASSETS: Beginning of year 1,862,425 405,340 91,178 300,739 ------------- ----------- ---------- ----------- End of year $ 2,340,092 $ 546,534 $ 114,501 $ 348,113 ============= =========== ========== ===========
See accompanying notes. VA II - 23 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ------------------------------------------------------------------------- SunAmerica Total UIF Mid Cap VALIC Company I VALIC Company I Return Bond Growth Portfolio - International Small Cap Index Portfolio - Class 1 Class I Shares Equities Fund Fund FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 2,662 $ 475 $ 20,657 $ 953 Net realized gain (loss) on investments 812 239 (16,612) (15,987) Capital gain distributions from mutual funds 3,025 85 - - Net change in unrealized appreciation (depreciation) of investments 498 (15,344) (139,485) (27,908) ----------- ----------- ------------- ----------- Increase (decrease) in net assets resulting from operations 6,997 (14,545) (135,440) (42,942) ----------- ----------- ------------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 194,781 (2) - (2) Cost of insurance (17,416) (3,402) (17,277) (6,984) Policy loans 133 - - - Death benefits - - - - Withdrawals - - (302,007) (287,829) ----------- ----------- ------------- ----------- Increase (decrease) in net assets resulting from principal transactions 177,498 (3,404) (319,284) (294,815) ----------- ----------- ------------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 184,495 (17,949) (454,724) (337,757) NET ASSETS: Beginning of year 95,609 206,169 1,145,480 486,485 ----------- ----------- ------------- ----------- End of year $ 280,104 $ 188,220 $ 690,756 $ 148,728 =========== =========== ============= =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ 1,025 $ (1,306) $ 20,058 $ 2,304 Net realized gain (loss) on investments 1,943 (12,224) (768,003) (203,282) Capital gain distributions from mutual funds - - - - Net change in unrealized appreciation (depreciation) of investments 558 90,632 740,109 298,989 ----------- ----------- ------------- ----------- Increase (decrease) in net assets resulting from operations 3,526 77,102 (7,836) 98,011 ----------- ----------- ------------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 49,354 (13,809) 92,606 (19,664) Cost of insurance (3,981) (5,334) (28,438) (9,434) Policy loans (636) - - - Death benefits - - - - Withdrawals (9,487) (358,072) (1,496,532) (261,021) ----------- ----------- ------------- ----------- Increase (decrease) in net assets resulting from principal transactions 35,250 (377,215) (1,432,364) (290,119) ----------- ----------- ------------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 38,776 (300,113) (1,440,200) (192,108) NET ASSETS: Beginning of year 56,833 506,282 2,585,680 678,593 ----------- ----------- ------------- ----------- End of year $ 95,609 $ 206,169 $ 1,145,480 $ 486,485 =========== =========== ============= ===========
See accompanying notes. VA II - 24 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
Sub-accounts ------------------------------------------------------ Van Eck VIP Van Eck VIP Global Hard Vanguard VIF Emerging Markets Assets Fund - Total Bond Market Fund - Initial Class Initial Class Index Portfolio FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATIONS: Net investment income (loss) $ 529 $ 860 $ 5,347 Net realized gain (loss) on investments (9,471) 632 (254) Capital gain distributions from mutual funds - 3,951 1,511 Net change in unrealized appreciation (depreciation) of investments (101,097) (60,857) 1,796 ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations (110,039) (55,414) 8,400 ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 21,839 14,591 (1) Cost of insurance (35,690) (26,739) (2,235) Policy loans (7,762) (282) - Death benefits - - - Withdrawals (17,824) (15,589) (172,724) ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions (39,437) (28,019) (174,960) ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (149,476) (83,433) (166,560) NET ASSETS: Beginning of year 429,254 333,860 166,560 ----------- ----------- ----------- End of year $ 279,778 $ 250,427 $ - =========== =========== =========== FOR THE YEAR ENDED DECEMBER 31, 2010 OPERATIONS: Net investment income (loss) $ (1,227) $ (1,572) $ 5,502 Net realized gain (loss) on investments (30,845) 12,379 155 Capital gain distributions from mutual funds - - 284 Net change in unrealized appreciation (depreciation) of investments 118,331 47,349 4,044 ----------- ----------- ----------- Increase (decrease) in net assets resulting from operations 86,259 58,156 9,985 ----------- ----------- ----------- PRINCIPAL TRANSACTIONS: Net premiums and transfers from (to) other Sub-accounts or fixed rate option 69,731 (115,539) (1) Cost of insurance (32,807) (28,561) (3,129) Policy loans (8,405) (1,846) - Death benefits - (20,629) - Withdrawals (10,712) (13,816) - ----------- ----------- ----------- Increase (decrease) in net assets resulting from principal transactions 17,807 (180,391) (3,130) ----------- ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 104,066 (122,235) 6,855 NET ASSETS: Beginning of year 325,188 456,095 159,705 ----------- ----------- ----------- End of year $ 429,254 $ 333,860 $ 166,560 =========== =========== ===========
See accompanying notes. VA II - 25 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION Variable Account II (the "Account") was established by American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) (the "Company") on June 5, 1986, to fund individual and group flexible premium variable universal life insurance policies issued by the Company. Effective in the state of Delaware on December 8, 2009, the Company changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. The Executive Advantage(R) policy is currently offered by the Account. Gallery Life, Gemstone Life, Polaris Life, Polaris Survivorship Life, and the Variable Universal Life Policy are no longer offered. The Company is an indirect, wholly-owned subsidiary of American International Group, Inc. The Account is registered with the Securities and Exchange Commission as a unit investment trust pursuant to the provisions of the Investment Company Act of 1940, as amended. The Account is divided into "Sub-accounts" that invest in independently managed mutual fund portfolios ("Funds"). The Funds available to policy owners through the various Sub-accounts are as follows: AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS): (2) Invesco V.I. Capital Appreciation Fund - Series I (3) Invesco V.I. High Yield Fund - Series I (1) (12) Invesco V.I. International Growth Fund - Series I (4) Invesco Van Kampen V.I. High Yield Fund - Series I (1) (10) (12) Invesco Van Kampen V.I. Mid Cap Value Fund - Series I (1) (11) ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. ("ALLIANCEBERNSTEIN"): AllianceBernstein Balanced Wealth Strategy Portfolio - Class A AllianceBernstein Global Thematic Growth Portfolio - Class A AllianceBernstein Growth and Income Portfolio - Class A AllianceBernstein Growth Portfolio - Class A AllianceBernstein Intermediate Bond Portfolio - Class A AllianceBernstein International Growth Portfolio - Class A (1) AllianceBernstein Large Cap Growth Portfolio - Class A AllianceBernstein Money Market Portfolio - Class A AllianceBernstein Real Estate Investment Portfolio - Class A AllianceBernstein Small Cap Growth Portfolio - Class A AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. ("AMERICAN CENTURY VP"): American Century VP Capital Appreciation Fund - Class I American Century VP Income & Growth Fund - Class I American Century VP International Fund - Class I (1) ANCHOR SERIES TRUST: Anchor Series Trust Asset Allocation Portfolio - Class 1 Anchor Series Trust Capital Appreciation Portfolio - Class 1 Anchor Series Trust Government and Quality Bond Portfolio - Class 1 Anchor Series Trust Growth Portfolio - Class 1 Anchor Series Trust Natural Resources Portfolio - Class 1 BLACKROCK VARIABLE SERIES FUNDS, INC. ("BLACKROCK"): BlackRock Basic Value V.I. Fund - Class I BlackRock Capital Appreciation V.I. Fund - Class I (1) (6) BlackRock U.S. Government Bond V.I. Fund - Class I (1) (13) BlackRock Value Opportunities V.I. Fund - Class I (1) CREDIT SUISSE TRUST ("CREDIT SUISSE"): Credit Suisse International Equity Flex III Portfolio (1) (14) Credit Suisse U.S. Equity Flex I Portfolio (1) (15) DREYFUS STOCK INDEX FUND, INC. - INITIAL SHARES VA II -26 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 1 - ORGANIZATION - CONTINUED FIDELITY(R) VARIABLE INSURANCE PRODUCTS ("FIDELITY(R) VIP"): Fidelity(R) VIP Asset Manager(SM) Portfolio - Initial Class Fidelity(R) VIP Balanced Portfolio - Initial Class (1) Fidelity(R) VIP Contrafund(R) Portfolio - Initial Class Fidelity(R) VIP Growth Portfolio - Initial Class Fidelity(R) VIP High Income Portfolio - Initial Class Fidelity(R) VIP Index 500 Portfolio - Initial Class Fidelity(R) VIP Investment Grade Bond Portfolio - Initial Class Fidelity(R) VIP Money Market Portfolio - Initial Class Fidelity(R) VIP Overseas Portfolio - Initial Class FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ("FRANKLIN TEMPLETON"): Franklin Templeton Templeton Developing Markets Securities Fund - Class 2 (1) Franklin Templeton Templeton Foreign Securities Fund - Class 2 Franklin Templeton Templeton Global Asset Allocation Fund - Class 1 (1) (5) Franklin Templeton Templeton Growth Securities Fund - Class 2 (1) GOLDMAN SACHS VARIABLE INSURANCE TRUST ("GOLDMAN SACHS VIT"): Goldman Sachs VIT Strategic International Equity Fund - Institutional Shares Goldman Sachs VIT Structured U.S. Equity Fund - Institutional Shares JPMORGAN INSURANCE TRUST: JPMorgan Insurance Trust Core Bond Portfolio - Class 1 JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1 (1) JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("NEUBERGER BERMAN AMT"): Neuberger Berman AMT Partners Portfolio - Class I Neuberger Berman AMT Short Duration Bond Portfolio - Class I OPPENHEIMER VARIABLE ACCOUNT FUNDS ("OPPENHEIMER"): Oppenheimer Global Securities Fund/VA - Non-Service Shares Oppenheimer Main Street Fund/VA - Non-Service Shares PIMCO VARIABLE INSURANCE TRUST ("PIMCO VIT"): PIMCO VIT High Yield Portfolio - Administrative Class (1) PIMCO VIT Long-Term U.S. Government Portfolio - Administrative Class (1) PIMCO VIT Real Return Portfolio - Administrative Class PIMCO VIT Short-Term Portfolio - Administrative Class (1) PIMCO VIT Total Return Portfolio - Administrative Class SUNAMERICA SERIES TRUST ("SUNAMERICA"): SunAmerica "Dogs" of Wall Street Portfolio - Class 1 SunAmerica Aggressive Growth Portfolio - Class 1 SunAmerica Alliance Growth Portfolio - Class 1 SunAmerica Balanced Portfolio - Class 1 SunAmerica Blue Chip Growth Portfolio - Class 1 SunAmerica Capital Growth Portfolio - Class 1 SunAmerica Cash Management Portfolio - Class 1 SunAmerica Corporate Bond Portfolio - Class 1 SunAmerica Davis Venture Value Portfolio - Class 1 SunAmerica Emerging Markets Portfolio - Class 1 SunAmerica Equity Opportunities Portfolio - Class 1 SunAmerica Fundamental Growth Portfolio - Class 1 SunAmerica Global Bond Portfolio - Class 1 SunAmerica Global Equities Portfolio - Class 1 SunAmerica Growth Opportunities Portfolio - Class 1 VA II - 27 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 1 - ORGANIZATION - CONTINUED SUNAMERICA SERIES TRUST ("SUNAMERICA"): - CONTINUED SunAmerica Growth-Income Portfolio - Class 1 SunAmerica High-Yield Bond Portfolio - Class 1 SunAmerica International Diversified Equities Portfolio - Class 1 SunAmerica International Growth and Income Portfolio - Class 1 SunAmerica Marsico Focused Growth Portfolio - Class 1 SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 SunAmerica MFS Total Return Portfolio - Class 1 SunAmerica Mid-Cap Growth Portfolio - Class 1 SunAmerica Real Estate Portfolio - Class 1 SunAmerica Technology Portfolio - Class 1 SunAmerica Telecom Utility Portfolio - Class 1 SunAmerica Total Return Bond Portfolio - Class 1 THE UNIVERSAL INSTITUTIONAL FUNDS, INC. ("UIF"): UIF Core Plus Fixed Income Portfolio - Class I Shares (1) UIF Emerging Markets Equity Portfolio - Class I Shares (1) UIF Mid Cap Growth Portfolio - Class I Shares VALIC COMPANY I: VALIC Company I International Equities Fund VALIC Company I Mid Cap Index Fund (1) VALIC Company I Small Cap Index Fund VAN ECK VIP TRUST ("VAN ECK"): (7) Van Eck VIP Emerging Markets Fund - Initial Class (8) Van Eck VIP Global Hard Assets Fund - Initial Class (9) VANGUARD(R) VARIABLE INSURANCE FUND ("VANGUARD(R) VIF"): Vanguard(R) VIF Total Bond Market Index Portfolio Vanguard(R) VIF Total Stock Market Index Portfolio (1) (1) Sub-accounts had no activity in current year. (2) Effective April 30, 2010, AIM Variable Insurance Funds changed its name to AIM Variable Insurance Funds (Invesco Variable Insurance Funds). (3) Effective April 30, 2010, AIM V.I. Capital Appreciation Fund - Series I changed its name to Invesco V.I. Capital Appreciation Fund - Series I. (4) Effective April 30, 2010, AIM V.I. International Growth Fund - Series I changed its name to Invesco V.I. International Growth Fund - Series I. (5) Effective April 30, 2010, Franklin Templeton Templeton Global Asset Allocation Fund - Class 1 was closed and liquidated. (6) Effective May 1, 2010, BlackRock Fundamental Growth V.I. Fund - Class I changed its name to BlackRock Capital Appreciation V.I. Fund - Class I. (7) Effective May 1, 2010, Van Eck Worldwide Insurance Trust changed its name to Van Eck VIP Trust. (8) Effective May 1, 2010, Van Eck Worldwide Emerging Markets Fund - Initial Class changed its name to Van Eck VIP Emerging Markets Fund - Initial Class. (9) Effective May 1, 2010, Van Eck Worldwide Hard Assets Fund - Initial Class changed its name to Van Eck VIP Global Hard Assets Fund - Initial Class. (10) Effective June 1, 2010, UIF High Yield Portfolio - Class I Shares was acquired by Invesco Van Kampen V.I. High Yield Fund - Series I. (11) Effective June 1, 2010, UIF U.S. Mid Cap Value Portfolio - Class I Shares was acquired by Invesco Van Kampen V.I. Mid Cap Value Fund - Series I. (12) Effective April 29, 2011, Invesco Van Kampen V.I. High Yield Fund - Series I was acquired by Invesco V.I. High Yield Fund - Series I. VA II - 28 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 1 - ORGANIZATION - CONTINUED (13) Effective October 1, 2011, BlackRock Government Income V.I. Fund - Class I changed its name to BlackRock U.S. Government Bond V.I. Fund - Class I. (14) Effective October 21, 2011, Credit Suisse International Equity Flex III Portfolio was closed and liquidated. (15) Effective October 21, 2011, Credit Suisse U.S. Equity Flex I Portfolio was closed and liquidated. SunAmerica Asset Management Corp., an affiliate of the Company, serves as the investment advisor to Anchor Series Trust and SunAmerica Series Trust. The Variable Annuity Life Insurance Company, an affiliate of the Company, serves as the investment advisor to VALIC Company I. In addition to the Sub-accounts above, policy owners may allocate funds to a fixed account that is part of the Company's general account. Policy owners should refer to the appropriate policy prospectus and prospectus supplements for a complete description of the available Funds and the fixed account. The assets of the Account are segregated from the Company's other assets. The operations of the Account are part of the Company. Net premiums from the policies are allocated to the Sub-accounts and invested in the funds in accordance with policy owner instructions. The premiums are recorded as principal transactions in the Statements of Changes in Net Assets. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The accompanying financial statements of the Account have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The accounting principals followed by the Account and the methods of applying those principles are presented below. USE OF ESTIMATES - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the year. Actual results could differ from those estimates. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions which represent purchases and sales of investments are accounted for on the trade date at fair value. Realized gains and losses from security transactions are determined on the basis of first-in first-out. Dividend income and distributions of capital gains are recorded on the ex-dividend date and reinvested upon receipt. POLICY LOANS - When a policy loan is made, the loan amount is transferred to the Company from the policy owner's selected investment Sub-account(s), and held as collateral. Interest on this collateral amount is credited to the policy. Loan repayments are invested in the policy owner's selected investment Sub-account(s), after they are first used to repay all loans taken from the declared fixed interest account option. FEDERAL INCOME TAXES - The Company is taxed as a life insurance company under the Internal Revenue Code and includes operations of the Account in determining its federal income tax liability. As a result, the Account is not taxed as a "Regulated Investment Company" under subchapter M of the Internal Revenue Code. Under existing federal income tax law, the investment income and capital gains from sales of investments realized by the Account are not taxable. Therefore, no federal income tax provision has been made. ACCUMULATION UNIT - This is a measuring unit used to calculate the policy owner's interest. Such units are valued on each day that the New York Stock Exchange ("NYSE") is open for business to reflect investment performance and the prorated daily deduction for mortality and expense risk charges. VA II - 29 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 3 - FAIR VALUE MEASUREMENTS Assets and liabilities recorded at fair value in the Account balance sheet are measured and classified in a hierarchy for disclosure purposes consisting of three "levels" based on the observability of inputs available in the marketplace used to measure the fair values as discussed below. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Account's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgments. In making the assessment, the Account considers factors specific to the asset or liability. Level 1-- Fair value measurements that are quoted prices (unadjusted) in active markets that the Account has the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. The Account does not adjust the quoted price for such instruments. Assets and liabilities measured at fair value on a recurring basis and classified as Level 1 include government and agency securities, actively traded listed common stocks and derivative contracts, most Account assets and most mutual funds. Level 2-- Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liability in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Assets and liabilities measured at fair value on a recurring basis and classified as Level 2 generally include certain government securities, most investment-grade and high-yield corporate bonds, certain asset backed securities, certain listed equities, state, municipal and provincial obligations, hybrid securities, and derivative contracts. Level 3-- Fair value measurements based on valuation techniques that use significant inputs that are unobservable. These measurements include circumstances in which there is little, if any, market activity for the asset or liability. Assets and liabilities measured at fair value on a recurring basis and classified as Level 3 principally include fixed maturities. The Account assets measured at fair value as of December 31, 2011 consist of investments in registered mutual funds that generally trade daily and are measured at fair value using quoted prices in active markets for identical assets, which are classified as Level 1. See the Schedule of Portfolio Investments for the table presenting information about assets measured at fair value on a recurring basis at December 31, 2011, and respective hierarchy levels. As all assets of the Account are classified as Level 1, no reconciliation of Level 3 assets and change in unrealized gains (losses) for Level 3 assets still held as of December 31, 2011, is presented. NOTE 4 - POLICY CHARGES DEDUCTIONS FROM PREMIUM PAYMENTS - The deductions from each premium payment are for state premium taxes and for other expenses associated with selling and distributing the policy. A summary of premium expense charges for each policy follows:
--------------------------------------------------------------------------------- POLICIES PREMIUM EXPENSE CHARGES --------------------------------------------------------------------------------- Variable Universal Life Policy and 5% of each premium payment plus the state Gallery Life specific premium taxes. --------------------------------------------------------------------------------- Executive Advantage The maximum charge is 9% of each premium payment. --------------------------------------------------------------------------------- Gemstone Life 5% of each premium payment up to the target premium amount plus 2% of any premium paid in excess of the target premium amount for policy years 1-10. 3% of each premium payment up to the target premium amount plus 2% of any premium paid in excess of the target premium amount beginning in policy year 11. The maximum charge is 8% of each premium payment. --------------------------------------------------------------------------------- Polaris Life and Polaris Currently 5% for the first 10 policy years Survivorship Life and 3% thereafter. The maximum charge allowed is 8% of each premium payment. ---------------------------------------------------------------------------------
MORTALITY AND EXPENSE RISK AND ADMINISTRATIVE CHARGES - Deductions for administrative expenses and mortality and expense risks assumed by the Company are assessed through the daily unit value calculation and paid to the Company from the daily net asset value of the Sub-accounts. A summary of the charges by policy follows: VA II - 30 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 4 - POLICY CHARGES - CONTINUED
MORTALITY AND EXPENSE RISK AND MORTALITY AND EXPENSE RISK AND ADMINISTRATIVE CHARGES CURRENT ADMINISTRATIVE CHARGES POLICIES MINIMUM ANNUAL RATE MAXIMUM ANNUAL RATE ------------------------------------------------------------------------------------------------- Variable Universal Life Policy and Gallery Life 0.90% 0.90% ------------------------------------------------------------------------------------------------- Executive Advantage 0.10% 1.00% ------------------------------------------------------------------------------------------------- Gemstone Life 0.75% 0.90% ------------------------------------------------------------------------------------------------- Polaris Life and Polaris Survivorship Life 0.75% 0.90% -------------------------------------------------------------------------------------------------
MONTHLY ADMINISTRATIVE AND EXPENSE CHARGES - Monthly administrative charges are paid to the Company for the administrative services provided under the current policies. The Company may charge a maximum fee of $15 for the monthly administrative charge. The Company may deduct an additional monthly expense charge for expenses associated with acquisition, administrative and underwriting of your policy. The monthly expense charge is applied against each $1,000 of base coverage. This charge varies according to the ages, gender and the premium classes of both of the contingent insurers, as well as the amount of coverage. There may be an additional monthly administrative charge during the first policy year and the 12 months after an increase in face amount per insured. This charge will not exceed $25 a month per insured. The monthly administrative and expense charges are paid by redemption of units outstanding. Monthly administrative and expense charges are included with cost of insurance in the Statements of Changes in Net Assets under principal transactions. COST OF INSURANCE CHARGE - Since determination of both the insurance rate and the Company's net amount at risk depends upon several factors, the cost of insurance deduction may vary from month to month. Policy accumulation value, specified amount of insurance and certain characteristics of the insured person are among the variables included in the calculation for the monthly cost of insurance deduction. The cost of insurance charges are paid by redemption of units outstanding. Cost of insurance charges are included in the Statements of Changes in Net Assets under principal transactions. OPTIONAL RIDER CHARGES - Monthly charges are deducted if the policy owner selects additional benefit riders. The charges for any rider selected will vary by policy within a range based on either the personal characteristics of the insured person or the specific coverage chosen under the rider. The rider charges are paid by redemption of units outstanding. Optional rider charges are included with cost of insurance in the Statements of Changes in Net Assets under principal transactions. TRANSFER CHARGES - A transfer charge of $25 may be assessed for each transfer in excess of twelve each policy year. Transfer requests are subject to the Company's published rules concerning market timing. A policy owner who violates these rules will for a period of time (typically six months), have certain restrictions placed on transfers. The transfer charges are paid by redemption of units outstanding. Transfer charges are included with net premiums and transfers from (to) other sub-accounts or fixed rate option in the Statements of Changes in Net Assets under principal transactions. SURRENDER CHARGE - A surrender charge may be applicable to certain withdrawal amounts and is payable to the Company. The amount of the surrender charge is based on a table of charges and the premiums paid under the policy or the face amount of the policy (including increases and decreases in the face amount of the policy). For any partial surrender, the Company may charge a maximum transaction fee per policy equal to the lesser of 2% of the amount withdrawn or $25. The surrender and partial withdrawal charges are paid by redemption of units outstanding. Surrender and partial withdrawal charges are included with withdrawals in the Statements of Changes in Net Assets under principal transactions. POLICY LOAN - A loan may be requested against the policy while the policy has a net cash surrender value. The daily interest charge on the loan is paid to the Company for the expenses of administering and providing policy loans. The interest charge is collected through any loan repayment from the policyholder. VA II - 31 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 5 - PURCHASES AND SALES OF INVESTMENTS For the year ended December 31, 2011, the aggregate cost of purchases and proceeds from the sales of investments were:
Proceeds from Sub-accounts Cost of Purchases Sales ------------------------------------------------------------------------------- AllianceBernstein Balanced Wealth Strategy Portfolio - Class A $ 31,607 $ 30,047 AllianceBernstein Global Thematic Growth Portfolio - Class A 95,179 198,605 AllianceBernstein Growth and Income Portfolio - Class A 86,567 410,984 AllianceBernstein Growth Portfolio - Class A 45,011 187,256 AllianceBernstein Intermediate Bond Portfolio - Class A 4,650 7,145 AllianceBernstein Large Cap Growth Portfolio - Class A 76,696 115,796 AllianceBernstein Money Market Portfolio - Class A 193,898 169,897 AllianceBernstein Real Estate Investment Portfolio - Class A 104,032 71,580 AllianceBernstein Small Cap Growth Portfolio - Class A 62,839 44,659 American Century VP Capital Appreciation Fund - Class I 15,239 28,956 American Century VP Income & Growth Fund - Class I 11,968 34,434 Anchor Series Trust Asset Allocation Portfolio - Class 1 23,439 30,471 Anchor Series Trust Capital Appreciation Portfolio - Class 1 187,316 555,528 Anchor Series Trust Government and Quality Bond Portfolio - Class 1 108,787 281,463 Anchor Series Trust Growth Portfolio - Class 1 62,900 166,457 Anchor Series Trust Natural Resources Portfolio - Class 1 438,333 242,631 BlackRock Basic Value V.I. Fund - Class I 291 176,759 Dreyfus Stock Index Fund, Inc. - Initial Shares 250,178 399,113 Fidelity VIP Asset Manager Portfolio - Initial Class 82,385 102,082 Fidelity VIP Contrafund Portfolio - Initial Class 119,794 605,863 Fidelity VIP Growth Portfolio - Initial Class 131,189 208,892 Fidelity VIP High Income Portfolio - Initial Class 84,318 88,714 Fidelity VIP Index 500 Portfolio - Initial Class 3,549 147,957 Fidelity VIP Investment Grade Bond Portfolio - Initial Class 126,833 156,476 Fidelity VIP Money Market Portfolio - Initial Class 306,530 619,945 Fidelity VIP Overseas Portfolio - Initial Class 21,853 64,114 Franklin Templeton Templeton Foreign Securities Fund - Class 2 3,421 188,236 Invesco V.I. Capital Appreciation Fund - Series I 30,570 49,264 Invesco V.I. International Growth Fund - Series I 71,524 200,170 JPMorgan Insurance Trust Core Bond Portfolio - Class 1 45,525 32,033 JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 11,460 11,191 Neuberger Berman AMT Partners Portfolio - Class I 12,657 18,776 Neuberger Berman AMT Short Duration Bond Portfolio - Class I 12,944 30,073 Oppenheimer Global Securities Fund/VA - Non-Service Shares 49,491 91,904 Oppenheimer Main Street Fund/VA - Non-Service Shares 48,761 53,276 PIMCO VIT Real Return Portfolio - Administrative Class 43,020 2,192,833 PIMCO VIT Total Return Portfolio - Administrative Class 3,875 249,181 SunAmerica Aggressive Growth Portfolio - Class 1 134,545 181,081 SunAmerica Alliance Growth Portfolio - Class 1 180,120 575,249 SunAmerica Balanced Portfolio - Class 1 59,244 52,932 SunAmerica Blue Chip Growth Portfolio - Class 1 1,551 37,596 SunAmerica Capital Growth Portfolio - Class 1 1,676 1,809 SunAmerica Cash Management Portfolio - Class 1 644,299 469,673 SunAmerica Corporate Bond Portfolio - Class 1 115,089 62,915 SunAmerica Davis Venture Value Portfolio - Class 1 113,429 272,423 SunAmerica "Dogs" of Wall Street Portfolio - Class 1 41,178 33,932 SunAmerica Emerging Markets Portfolio - Class 1 56,024 164,590 SunAmerica Equity Opportunities Portfolio - Class 1 22,882 15,658 SunAmerica Fundamental Growth Portfolio - Class 1 59,541 172,722 SunAmerica Global Bond Portfolio - Class 1 155,154 90,612 SunAmerica Global Equities Portfolio - Class 1 34,014 60,052 SunAmerica Growth Opportunities Portfolio - Class 1 19,013 9,608
VA II - 32 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 5 - PURCHASES AND SALES OF INVESTMENTS - CONTINUED For the year ended December 31, 2011, the aggregate cost of purchases and proceeds from the sales of investments were:
Proceeds from Sub-accounts Cost of Purchases Sales ------------------------------------------------------------------------------ SunAmerica Growth-Income Portfolio - Class 1 $ 100,459 $ 274,691 SunAmerica High-Yield Bond Portfolio - Class 1 54,417 30,254 SunAmerica International Diversified Equities Portfolio - Class 1 50,801 119,703 SunAmerica International Growth and Income Portfolio - Class 1 68,082 129,372 SunAmerica Marsico Focused Growth Portfolio - Class 1 26,965 38,491 SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 29,195 46,664 SunAmerica MFS Total Return Portfolio - Class 1 101,516 176,943 SunAmerica Mid-Cap Growth Portfolio - Class 1 122,618 369,612 SunAmerica Real Estate Portfolio - Class 1 45,722 175,376 SunAmerica Technology Portfolio - Class 1 56,836 84,298 SunAmerica Telecom Utility Portfolio - Class 1 35,515 23,906 SunAmerica Total Return Bond Portfolio - Class 1 218,275 35,089 UIF Mid Cap Growth Portfolio - Class I Shares 771 3,615 VALIC Company I International Equities Fund 21,878 320,505 VALIC Company I Small Cap Index Fund 1,544 295,405 Van Eck VIP Emerging Markets Fund - Initial Class 37,564 76,472 Van Eck VIP Global Hard Assets Fund - Initial Class 36,332 59,539 Vanguard VIF Total Bond Market Index Portfolio 7,076 175,177
VA II - 33 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 6 - SUMMARY OF CHANGES IN UNITS Summary of Changes in Units for the year ended December 31, 2011.
Accumulation Units Accumulation Units Net Increase Sub-accounts Issued Redeemed (Decrease) -------------------------------------------------------------------------------- 1 AllianceBernstein Balanced Wealth Strategy Portfolio - Class A 2,216 (2,706) (490) 2 AllianceBernstein Balanced Wealth Strategy Portfolio - Class A 1,118 (754) 364 3 AllianceBernstein Global Thematic Growth Portfolio - Class A 8,238 (13,220) (4,982) 6 AllianceBernstein Global Thematic Growth Portfolio - Class A 6,617 (7,741) (1,124) 3 AllianceBernstein Growth and Income Portfolio - Class A 5,983 (11,259) (5,276) 5 AllianceBernstein Growth and Income Portfolio - Class A - (17,621) (17,621) 3 AllianceBernstein Growth Portfolio - Class A 7,617 (13,554) (5,937) 1 AllianceBernstein Intermediate Bond Portfolio - Class A 258 (643) (385) 1 AllianceBernstein Large Cap Growth Portfolio - Class A 5,758 (6,043) (285) 2 AllianceBernstein Large Cap Growth Portfolio - Class A 479 (330) 149 6 AllianceBernstein Large Cap Growth Portfolio - Class A 3,469 (7,817) (4,348) 2 AllianceBernstein Money Market Portfolio - Class A 15,465 (13,444) 2,021 2 AllianceBernstein Real Estate Investment Portfolio - Class A 1 (1) - 6 AllianceBernstein Real Estate Investment Portfolio - Class A 1,604 (2,933) (1,329) 1 AllianceBernstein Small Cap Growth Portfolio - Class A 4,685 (3,480) 1,205 6 American Century VP Capital Appreciation Fund - Class I 1,529 (2,418) (889) 6 American Century VP Income & Growth Fund - Class I 1,345 (3,462) (2,117) 4 Anchor Series Trust Asset Allocation Portfolio - Class 1 17,937 (18,743) (806) 4 Anchor Series Trust Capital Appreciation Portfolio - Class 1 96,052 (110,350) (14,298) 6 Anchor Series Trust Capital Appreciation Portfolio - Class 1 5,152 (10,827) (5,675) 4 Anchor Series Trust Government and Quality Bond Portfolio - Class 1 39,200 (50,280) (11,080) 4 Anchor Series Trust Growth Portfolio - Class 1 54,735 (63,256) (8,521) 6 Anchor Series Trust Growth Portfolio - Class 1 2,365 (2,316) 49 4 Anchor Series Trust Natural Resources Portfolio - Class 1 10,272 (11,018) (746) 6 Anchor Series Trust Natural Resources Portfolio - Class 1 2,965 (3,343) (378) 5 BlackRock Basic Value V.I. Fund - Class I - (19,913) (19,913) 1 Dreyfus Stock Index Fund, Inc. - Initial Shares 13,691 (21,356) (7,665) 6 Dreyfus Stock Index Fund, Inc. - Initial Shares 6,993 (8,314) (1,321) 1 Fidelity VIP Asset Manager Portfolio - Initial Class 2,724 (4,461) (1,737) 6 Fidelity VIP Asset Manager Portfolio - Initial Class 3,030 (2,699) 331 1 Fidelity VIP Contrafund Portfolio - Initial Class 4,806 (10,187) (5,381) 5 Fidelity VIP Contrafund Portfolio - Initial Class - (23,312) (23,312) 5 Fidelity VIP Contrafund Portfolio - Initial Class - (559) (559) 6 Fidelity VIP Contrafund Portfolio - Initial Class 5,790 (11,465) (5,675) 1 Fidelity VIP Growth Portfolio - Initial Class 11,369 (13,941) (2,572) 6 Fidelity VIP Growth Portfolio - Initial Class 4,999 (6,814) (1,815) 1 Fidelity VIP High Income Portfolio - Initial Class 2,821 (3,287) (466) 6 Fidelity VIP High Income Portfolio - Initial Class 1,478 (2,774) (1,296) 5 Fidelity VIP Index 500 Portfolio - Initial Class - (13,818) (13,818) 1 Fidelity VIP Investment Grade Bond Portfolio - Initial Class 4,103 (5,307) (1,204) 6 Fidelity VIP Investment Grade Bond Portfolio - Initial Class 1,737 (4,182) (2,445) 1 Fidelity VIP Money Market Portfolio - Initial Class 14,365 (28,080) (13,715) 6 Fidelity VIP Money Market Portfolio - Initial Class 22,334 (30,113) (7,779) 1 Fidelity VIP Overseas Portfolio - Initial Class 1,788 (4,152) (2,364) 5 Franklin Templeton Templeton Foreign Securities Fund - Class 2 1 (21,498) (21,497) 1 Invesco V.I. Capital Appreciation Fund - Series I 2,778 (3,650) (872) 6 Invesco V.I. Capital Appreciation Fund - Series I 3,055 (3,871) (816) 1 Invesco V.I. International Growth Fund - Series I 3,474 (8,368) (4,894) 6 Invesco V.I. International Growth Fund - Series I 2,232 (5,080) (2,848) 6 JPMorgan Insurance Trust Core Bond Portfolio - Class 1 3,696 (2,984) 712 6 JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 882 (878) 4 6 Neuberger Berman AMT Partners Portfolio - Class I 1,535 (1,855) (320)
VA II - 34 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED Summary of Changes in Units for the year ended December 31, 2011.
Accumulation Units Accumulation Units Net Increase Sub-accounts Issued Redeemed (Decrease) -------------------------------------------------------------------------------- 6 Neuberger Berman AMT Short Duration Bond Portfolio - Class I 771 (2,453) (1,682) 6 Oppenheimer Global Securities Fund/VA - Non-Service Shares 5,077 (8,687) (3,610) 6 Oppenheimer Main Street Fund/VA - Non-Service Shares 6,166 (6,642) (476) 5 PIMCO VIT Real Return Portfolio - Administrative Class - (178,326) (178,326) 5 PIMCO VIT Real Return Portfolio - Administrative Class - (179) (179) 5 PIMCO VIT Total Return Portfolio - Administrative Class - (19,517) (19,517) 4 SunAmerica Aggressive Growth Portfolio - Class 1 143,532 (148,943) (5,411) 6 SunAmerica Aggressive Growth Portfolio - Class 1 9,119 (7,246) 1,873 4 SunAmerica Alliance Growth Portfolio - Class 1 239,225 (280,095) (40,870) 6 SunAmerica Alliance Growth Portfolio - Class 1 5,343 (7,826) (2,483) 4 SunAmerica Balanced Portfolio - Class 1 47,030 (47,173) (143) 6 SunAmerica Balanced Portfolio - Class 1 3,488 (3,618) (130) 4 SunAmerica Blue Chip Growth Portfolio - Class 1 7,549 (12,788) (5,239) 4 SunAmerica Capital Growth Portfolio - Class 1 2,054 (2,041) 13 4 SunAmerica Cash Management Portfolio - Class 1 139,196 (123,769) 15,427 4 SunAmerica Corporate Bond Portfolio - Class 1 16,216 (14,946) 1,270 4 SunAmerica Davis Venture Value Portfolio - Class 1 66,817 (74,817) (8,000) 4 SunAmerica "Dogs" of Wall Street Portfolio - Class 1 17,462 (17,183) 279 4 SunAmerica Emerging Markets Portfolio - Class 1 35,610 (39,609) (3,999) 4 SunAmerica Equity Opportunities Portfolio - Class 1 26,226 (25,552) 674 4 SunAmerica Fundamental Growth Portfolio - Class 1 94,341 (107,888) (13,547) 4 SunAmerica Global Bond Portfolio - Class 1 15,535 (15,372) 163 6 SunAmerica Global Bond Portfolio - Class 1 3,795 (1,000) 2,795 4 SunAmerica Global Equities Portfolio - Class 1 37,947 (40,479) (2,532) 4 SunAmerica Growth Opportunities Portfolio - Class 1 12,592 (10,813) 1,779 4 SunAmerica Growth-Income Portfolio - Class 1 85,864 (97,368) (11,504) 6 SunAmerica Growth-Income Portfolio - Class 1 6,090 (13,892) (7,802) 4 SunAmerica High-Yield Bond Portfolio - Class 1 10,995 (10,609) 386 4 SunAmerica International Diversified Equities Portfolio - Class 1 38,250 (45,962) (7,712) 4 SunAmerica International Growth and Income Portfolio - Class 1 54,107 (60,396) (6,289) 6 SunAmerica Marsico Focused Growth Portfolio - Class 1 4,124 (4,822) (698) 4 SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 44,207 (45,780) (1,573) 4 SunAmerica MFS Total Return Portfolio - Class 1 44,941 (50,439) (5,498) 4 SunAmerica Mid-Cap Growth Portfolio - Class 1 97,122 (109,424) (12,302) 6 SunAmerica Mid-Cap Growth Portfolio - Class 1 12,227 (22,729) (10,502) 4 SunAmerica Real Estate Portfolio - Class 1 21,381 (26,499) (5,118) 4 SunAmerica Technology Portfolio - Class 1 42,237 (53,526) (11,289) 4 SunAmerica Telecom Utility Portfolio - Class 1 31,662 (31,235) 427 4 SunAmerica Total Return Bond Portfolio - Class 1 13,410 (5,038) 8,372 5 UIF Mid Cap Growth Portfolio - Class I Shares - (258) (258) 5 VALIC Company I International Equities Fund - (39,405) (39,405) 5 VALIC Company I International Equities Fund - (1,428) (1,428) 5 VALIC Company I Small Cap Index Fund - (29,634) (29,634) 5 VALIC Company I Small Cap Index Fund 1 (227) (226) 1 Van Eck VIP Emerging Markets Fund - Initial Class 1,894 (3,629) (1,735) 1 Van Eck VIP Global Hard Assets Fund - Initial Class 854 (1,562) (708) 5 Vanguard VIF Total Bond Market Index Portfolio - (14,380) (14,380)
VA II - 35 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED Summary of Changes in Units for the year ended December 31, 2010.
Accumulation Units Accumulation Units Net Increase Sub-accounts Issued Redeemed (Decrease) -------------------------------------------------------------------------------- 1 AllianceBernstein Balanced Wealth Strategy Portfolio - Class A 2,352 (8,714) (6,362) 2 AllianceBernstein Balanced Wealth Strategy Portfolio - Class A 485 (447) 38 3 AllianceBernstein Global Thematic Growth Portfolio - Class A 5,338 (11,886) (6,548) 6 AllianceBernstein Global Thematic Growth Portfolio - Class A 5,237 (10,222) (4,985) 3 AllianceBernstein Growth and Income Portfolio - Class A 5,088 (12,864) (7,776) 5 AllianceBernstein Growth and Income Portfolio - Class A - (339) (339) 3 AllianceBernstein Growth Portfolio - Class A 8,153 (17,236) (9,083) 1 AllianceBernstein Intermediate Bond Portfolio - Class A 930 (454) 476 1 AllianceBernstein Large Cap Growth Portfolio - Class A 3,154 (5,259) (2,105) 2 AllianceBernstein Large Cap Growth Portfolio - Class A 236 (218) 18 6 AllianceBernstein Large Cap Growth Portfolio - Class A 6,612 (4,181) 2,431 2 AllianceBernstein Money Market Portfolio - Class A 27,422 (17,112) 10,310 2 AllianceBernstein Real Estate Investment Portfolio - Class A - (18) (18) 6 AllianceBernstein Real Estate Investment Portfolio - Class A 2,108 (2,141) (33) 1 AllianceBernstein Small Cap Growth Portfolio - Class A 2,286 (4,731) (2,445) 6 American Century VP Capital Appreciation Fund - Class I 10,299 (2,832) 7,467 6 American Century VP Income & Growth Fund - Class I 1,892 (3,548) (1,656) 4 Anchor Series Trust Asset Allocation Portfolio - Class 1 1,428 (4,446) (3,018) 4 Anchor Series Trust Capital Appreciation Portfolio - Class 1 11,995 (20,548) (8,553) 6 Anchor Series Trust Capital Appreciation Portfolio - Class 1 5,646 (8,373) (2,727) 4 Anchor Series Trust Government and Quality Bond Portfolio - Class 1 5,742 (11,282) (5,540) 4 Anchor Series Trust Growth Portfolio - Class 1 7,737 (8,670) (933) 6 Anchor Series Trust Growth Portfolio - Class 1 2,802 (8,463) (5,661) 4 Anchor Series Trust Natural Resources Portfolio - Class 1 1,774 (2,862) (1,088) 6 Anchor Series Trust Natural Resources Portfolio - Class 1 2,074 (1,791) 283 5 BlackRock Basic Value V.I. Fund - Class I - (386) (386) 1 Dreyfus Stock Index Fund, Inc. - Initial Shares 12,851 (19,032) (6,181) 6 Dreyfus Stock Index Fund, Inc. - Initial Shares 7,324 (9,348) (2,024) 1 Fidelity VIP Asset Manager Portfolio - Initial Class 2,668 (5,622) (2,954) 6 Fidelity VIP Asset Manager Portfolio - Initial Class 4,566 (3,878) 688 1 Fidelity VIP Contrafund Portfolio - Initial Class 8,528 (8,230) 298 5 Fidelity VIP Contrafund Portfolio - Initial Class 1 (454) (453) 5 Fidelity VIP Contrafund Portfolio - Initial Class - (105,688) (105,688) 5 Fidelity VIP Contrafund Portfolio - Initial Class 108,964 (74,246) 34,718 6 Fidelity VIP Contrafund Portfolio - Initial Class 4,291 (12,415) (8,124) 1 Fidelity VIP Growth Portfolio - Initial Class 14,234 (16,469) (2,235) 6 Fidelity VIP Growth Portfolio - Initial Class 5,346 (10,365) (5,019) 1 Fidelity VIP High Income Portfolio - Initial Class 1,646 (6,833) (5,187) 6 Fidelity VIP High Income Portfolio - Initial Class 1,178 (2,453) (1,275) 5 Fidelity VIP Index 500 Portfolio - Initial Class 1 (250) (249) 5 Fidelity VIP Index 500 Portfolio - Initial Class - - - 1 Fidelity VIP Investment Grade Bond Portfolio - Initial Class 1,578 (10,807) (9,229) 6 Fidelity VIP Investment Grade Bond Portfolio - Initial Class 1,330 (2,357) (1,027) 1 Fidelity VIP Money Market Portfolio - Initial Class 14,910 (13,525) 1,385 6 Fidelity VIP Money Market Portfolio - Initial Class 44,742 (24,748) 19,994 1 Fidelity VIP Overseas Portfolio - Initial Class 1,905 (7,251) (5,346) 5 Franklin Templeton Templeton Foreign Securities Fund - Class 2 - (418) (418) 6 Franklin Templeton Templeton Global Asset Allocation Fund - Class 1 293 (28,444) (28,151) 1 Invesco V.I. Capital Appreciation Fund - Series I 3,701 (4,422) (721) 6 Invesco V.I. Capital Appreciation Fund - Series I 2,863 (3,504) (641) 1 Invesco V.I. International Growth Fund - Series I 2,305 (6,452) (4,147) 6 Invesco V.I. International Growth Fund - Series I 4,333 (3,322) 1,011
VA II - 36 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED Summary of Changes in Units for the year ended December 31, 2010.
Accumulation Units Accumulation Units Net Increase Sub-accounts Issued Redeemed (Decrease) -------------------------------------------------------------------------------- 6 JPMorgan Insurance Trust Core Bond Portfolio - Class 1 1,063 (2,790) (1,727) 6 JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 568 (1,139) (571) 6 Neuberger Berman AMT Partners Portfolio - Class I 1,977 (2,027) (50) 6 Neuberger Berman AMT Short Duration Bond Portfolio - Class I 506 (1,268) (762) 6 Oppenheimer Global Securities Fund/VA - Non-Service Shares 3,245 (7,354) (4,109) 6 Oppenheimer Main Street Fund/VA - Non-Service Shares 4,387 (16,539) (12,152) 5 PIMCO VIT Real Return Portfolio - Administrative Class - (34,229) (34,229) 5 PIMCO VIT Real Return Portfolio - Administrative Class - (3,604) (3,604) 5 PIMCO VIT Real Return Portfolio - Administrative Class 34,888 (23,772) 11,116 5 PIMCO VIT Total Return Portfolio - Administrative Class - (370) (370) 4 SunAmerica Aggressive Growth Portfolio - Class 1 19,684 (20,764) (1,080) 6 SunAmerica Aggressive Growth Portfolio - Class 1 4,885 (7,826) (2,941) 4 SunAmerica Alliance Growth Portfolio - Class 1 43,878 (59,964) (16,086) 6 SunAmerica Alliance Growth Portfolio - Class 1 5,435 (6,695) (1,260) 4 SunAmerica Balanced Portfolio - Class 1 5,480 (16,566) (11,086) 6 SunAmerica Balanced Portfolio - Class 1 3,104 (7,996) (4,892) 4 SunAmerica Blue Chip Growth Portfolio - Class 1 1,021 (403) 618 4 SunAmerica Capital Growth Portfolio - Class 1 546 (2,145) (1,599) 4 SunAmerica Cash Management Portfolio - Class 1 13,330 (93,655) (80,325) 4 SunAmerica Corporate Bond Portfolio - Class 1 1,557 (4,907) (3,350) 4 SunAmerica Davis Venture Value Portfolio - Class 1 11,841 (15,453) (3,612) 4 SunAmerica "Dogs" of Wall Street Portfolio - Class 1 1,841 (745) 1,096 4 SunAmerica Emerging Markets Portfolio - Class 1 3,469 (5,507) (2,038) 4 SunAmerica Equity Opportunities Portfolio - Class 1 3,351 (3,664) (313) 4 SunAmerica Fundamental Growth Portfolio - Class 1 13,842 (21,901) (8,059) 4 SunAmerica Global Bond Portfolio - Class 1 2,039 (2,639) (600) 6 SunAmerica Global Bond Portfolio - Class 1 1,284 (1,466) (182) 4 SunAmerica Global Equities Portfolio - Class 1 4,904 (6,532) (1,628) 4 SunAmerica Growth Opportunities Portfolio - Class 1 3,848 (558) 3,290 4 SunAmerica Growth-Income Portfolio - Class 1 18,603 (17,487) 1,116 6 SunAmerica Growth-Income Portfolio - Class 1 15,024 (8,823) 6,201 4 SunAmerica High-Yield Bond Portfolio - Class 1 903 (3,597) (2,694) 4 SunAmerica International Diversified Equities Portfolio - Class 1 7,557 (11,446) (3,889) 4 SunAmerica International Growth and Income Portfolio - Class 1 7,412 (13,856) (6,444) 6 SunAmerica Marsico Focused Growth Portfolio - Class 1 3,792 (6,449) (2,657) 4 SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 4,419 (8,757) (4,338) 4 SunAmerica MFS Total Return Portfolio - Class 1 8,588 (18,372) (9,784) 4 SunAmerica Mid-Cap Growth Portfolio - Class 1 21,065 (17,554) 3,511 6 SunAmerica Mid-Cap Growth Portfolio - Class 1 11,857 (14,770) (2,913) 4 SunAmerica Real Estate Portfolio - Class 1 4,625 (2,001) 2,624 4 SunAmerica Technology Portfolio - Class 1 5,627 (3,447) 2,180 4 SunAmerica Telecom Utility Portfolio - Class 1 2,640 (1,856) 784 4 SunAmerica Total Return Bond Portfolio - Class 1 2,418 (660) 1,758 5 UIF Mid Cap Growth Portfolio - Class I Shares - (47,743) (47,743) 5 UIF Mid Cap Growth Portfolio - Class I Shares 50,308 (34,279) 16,029 5 VALIC Company I International Equities Fund - (255,778) (255,778) 5 VALIC Company I International Equities Fund - (746) (746) 5 VALIC Company I International Equities Fund 278,696 (189,899) 88,797 5 VALIC Company I Small Cap Index Fund - (47,053) (47,053) 5 VALIC Company I Small Cap Index Fund - (559) (559) 5 VALIC Company I Small Cap Index Fund 44,227 (30,136) 14,091 1 Van Eck VIP Emerging Markets Fund - Initial Class 2,541 (1,817) 724
VA II - 37 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED Summary of Changes in Units for the year ended December 31, 2010.
Accumulation Units Accumulation Units Net Increase Sub-accounts Issued Redeemed (Decrease) -------------------------------------------------------------------------------- 1 Van Eck VIP Global Hard Assets Fund - Initial Class 470 (6,117) (5,647) 5 Vanguard VIF Total Bond Market Index Portfolio - (275) (275)
Footnotes 1 Variable Universal Life Policy product. 2 Gallery Life product. 3 Variable Universal Life Policy product or Gallery Life product. 4 Polaris product or Polaris Survivorship product. 5 Executive Advantage product. 6 Gemstone Life product. VA II - 38 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ---------------------------------- -------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest /(1)/ Lowest to Highest/(2)/ Lowest to Highest/(3)/ ------------------------------------------------- -------------------------------------------------------------------- AllianceBernstein Balanced Shares Portfolio - Class A /(6)/ ------------------------------------------------- 2008 - $ - $ - 8.44% to 9.15% 0.90% -15.98% 2007 18,817 13.92 to 19.13 262,373 2.54% to 2.76% 0.90% 2.12% AllianceBernstein Balanced Wealth Strategy Portfolio - Class A /(6)/ ------------------------------------------------- 2011 19,970 $10.76 $ 214,804 2.44% 0.90% -3.68% 2010 20,096 11.17 224,414 2.76% to 29.72% 0.90% 9.62% 2009 26,420 10.19 269,135 0.77% to 1.22% 0.90% 23.76% 2008 17,357 8.23 142,865 0.00% 0.90% -17.69% AllianceBernstein Global Bond Portfolio - Class A /(5)/ ------------------------------------------------- 2008 - $ - $ - 22.27% 0.90% 5.10% 2007 3,433 15.13 51,944 2.96% 0.90% 9.36% AllianceBernstein Global Thematic Growth Portfolio - Class A ------------------------------------------------- 2011 103,616 $ 5.83 to 14.26 $1,072,533 0.60% 0.75% to 0.90% -23.92% to -23.80% 2010 109,722 7.65 to 18.74 1,511,100 1.53% 0.75% to 0.90% 17.87% to 18.05% 2009 121,255 6.48 to 15.90 1,417,960 0.00% 0.75% to 0.90% 52.11% to 52.34% 2008 131,585 4.25 to 10.45 1,026,747 0.00% 0.75% to 0.90% -47.84% to -47.76% 2007 135,857 8.14 to 20.04 2,085,235 0.00% 0.75% to 0.90% 19.12% to 19.29% AllianceBernstein Growth and Income Portfolio - Class A ------------------------------------------------- 2011 45,992 $10.76 to 29.87 $1,373,571 1.44% 0.20% to 0.90% 5.37% to 6.10% 2010 68,889 10.14 to 28.34 1,631,911 0.00% 0.20% to 0.90% 12.08% to 12.87% 2009 77,004 8.99 to 25.29 1,654,602 3.79% to 4.02% 0.20% to 0.90% 19.74% to 20.58% 2008 91,577 7.08 to 21.12 1,683,840 2.10% to 2.90% 0.20% to 0.90% -41.14% to -40.72% 2007 126,262 11.98 to 35.88 3,526,488 1.56% to 2.17% 0.20% to 0.90% 4.17% to 4.91% AllianceBernstein Growth Portfolio - Class A ------------------------------------------------- 2011 71,793 $21.08 $1,513,334 0.00% 0.90% 0.34% 2010 77,730 21.01 1,633,002 0.26% 0.90% 14.03% 2009 86,813 18.42 1,599,456 0.00% 0.90% 32.04% 2008 104,344 13.95 1,455,971 0.00% 0.90% -42.99% 2007 122,194 24.47 2,990,652 0.00% 0.90% 12.01% AllianceBernstein High Yield Portfolio - Class A/ (5)/ ------------------------------------------------- 2008 - $ - $ - 0.00% 0.90% -0.79% AllianceBernstein Intermediate Bond Portfolio - Class A /(5)/ ------------------------------------------------- 2011 4,022 $12.56 $ 50,522 4.87% 0.90% 5.68% 2010 4,407 11.89 52,382 5.27% 0.90% 8.22% 2009 3,931 10.98 43,169 3.46% 0.90% 17.45% 2008 4,855 9.35 45,397 0.00% 0.90% -6.49%
VA II - 39 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 --------------------------------- ------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest/(1)/ Lowest to Highest/(2)/ Lowest to Highest/(3)/ ------------------------------------------------ ------------------------------------------------------------------- AllianceBernstein Large Cap Growth Portfolio - Class A ------------------------------------------------ 2011 73,460 $ 7.83 to 13.54 $ 754,333 0.35% 0.75% to 0.90% -3.91% to -3.77% 2010 77,944 8.14 to 14.09 821,747 0.44% to 0.54% 0.75% to 0.90% 9.11% to 9.28% 2009 77,598 7.45 to 12.91 760,756 0.14% to 0.15% 0.75% to 0.90% 36.29% to 36.49% 2008 84,958 5.46 to 9.47 623,471 0.00% 0.75% to 0.90% -40.20% to -40.11% 2007 93,704 9.11 to 16.50 1,176,244 0.00% 0.20% to 0.90% 12.89% to 13.69% AllianceBernstein Money Market Portfolio - Class A ------------------------------------------------ 2011 14,020 $12.54 $ 175,790 0.01% 0.90% -0.88% 2010 11,999 12.65 151,789 0.02% 0.90% -0.89% 2009 1,689 12.76 21,559 0.25% 0.90% -0.73% 2008 5,760 12.86 74,058 2.79% 0.90% 0.98% 2007 1,827 12.73 23,259 4.30% 0.90% 3.40% AllianceBernstein Real Estate Investment Portfolio - Class A ------------------------------------------------ 2011 20,278 $27.69 to 29.12 $ 590,417 1.49% 0.75% to 0.90% 8.06% to 8.22% 2010 21,607 25.63 to 26.90 581,316 0.72% to 1.37% 0.75% to 0.90% 25.21% to 25.40% 2009 21,659 20.47 to 21.45 464,664 2.50% to 3.02% 0.75% to 0.90% 28.30% to 28.49% 2008 25,177 15.95 to 16.70 420,331 1.90% to 2.04% 0.75% to 0.90% -36.26% to -36.17% 2007 27,098 25.03 to 26.16 708,671 1.45% to 1.56% 0.75% to 0.90% -15.30% to -15.17% AllianceBernstein Small Cap Growth Portfolio - Class A ------------------------------------------------ 2011 22,939 $16.51 $ 378,816 0.00% 0.90% 3.53% 2010 21,734 15.95 346,683 0.00% 0.90% 35.68% 2009 24,179 11.76 284,273 0.00% 0.90% 40.49% 2008 29,187 8.37 244,260 0.00% 0.90% -46.03% 2007 30,679 15.51 475,730 0.00% 0.90% 13.05% AllianceBernstein Utility Income Portfolio - Class A /(10)/ ------------------------------------------------ 2009 - $ - $ - 8.66% 0.75% 8.93% 2008 21,061 9.74 205,197 3.16% 0.75% -37.06% 2007 20,016 15.48 309,854 2.12% 0.75% 21.43% American Century VP Capital Appreciation Fund - Class I ------------------------------------------------ 2011 19,055 $13.05 $ 248,725 0.00% 0.75% -7.20% 2010 19,944 14.07 280,543 0.00% 0.75% 30.31% 2009 12,477 10.79 134,685 0.67% 0.75% 36.05% 2008 10,325 7.93 81,919 0.00% 0.75% -46.59% 2007 12,961 14.85 192,530 0.00% 0.75% 44.71% American Century VP Income & Growth Fund - Class I ------------------------------------------------ 2011 13,892 $10.82 $ 150,357 1.51% 0.75% 2.34% 2010 16,009 10.58 169,308 1.50% 0.75% 13.29% 2009 17,665 9.33 164,902 4.27% 0.75% 17.21% 2008 19,220 7.96 153,066 2.15% 0.75% -35.08% 2007 23,079 12.27 283,091 1.95% 0.75% -0.82%
VA II - 40 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ---------------------------------- ------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest/(1)/ Lowest to Highest/(2)/ Lowest to Highest/(3)/ ------------------------------------------------- ------------------------------------------------------------------- American Century VP International Fund - Class I ------------------------------------------------- 2011 - $11.84 to 15.85 $ - 0.00% 0.20% to 0.65% -12.61% to -12.22% 2010 - 13.49 to 18.14 - 0.00% 0.20% to 0.65% 12.56% to 13.07% 2009 - 11.93 to 16.11 - 0.00% 0.20% to 0.65% 32.90% to 33.50% 2008 - 8.94 to 12.12 - 0.00% 0.20% to 0.65% -45.18% to -44.93% 2007 - 16.23 to 22.12 - 1.44% 0.20% to 0.65% 17.29% to 17.82% Anchor Series Trust Asset Allocation Portfolio - Class 1 ------------------------------------------------- 2011 18,924 $15.99 $ 302,672 2.73% 0.75% 0.17% 2010 19,730 15.97 315,007 2.53% 0.75% 13.01% 2009 22,748 14.13 321,399 3.48% 0.75% 21.39% 2008 40,448 11.64 470,794 3.42% 0.75% -23.62% 2007 40,886 15.24 623,068 3.05% 0.75% 7.63% Anchor Series Trust Capital Appreciation Portfolio - Class 1 ------------------------------------------------- 2011 159,681 $12.67 to 17.14 $2,431,110 0.00% 0.75% -7.74% 2010 179,654 13.73 to 18.58 2,978,623 0.12% 0.75% 21.82% 2009 190,935 11.27 to 15.25 2,606,372 0.00% 0.75% 35.74% 2008 245,353 8.30 to 11.24 2,514,877 0.00% 0.75% -40.80% 2007 279,015 14.02 to 18.98 4,883,469 0.34% 0.75% 26.75% Anchor Series Trust Government and Quality Bond Portfolio - Class 1 ------------------------------------------------- 2011 29,913 $17.52 $ 524,041 2.45% 0.75% 6.29% 2010 40,993 16.48 675,660 4.33% 0.75% 4.20% 2009 46,533 15.82 736,030 4.36% 0.75% 3.49% 2008 58,861 15.28 899,660 4.57% 0.75% 3.56% 2007 49,193 14.76 726,076 3.88% 0.75% 5.49% Anchor Series Trust Growth Portfolio - Class 1 ------------------------------------------------- 2011 79,944 $10.43 to 12.17 $ 930,245 0.73% 0.75% -6.95% 2010 88,416 11.21 to 13.08 1,110,645 0.66% 0.75% 13.29% 2009 95,010 9.89 to 11.55 1,047,098 0.95% 0.75% 37.36% 2008 133,591 7.20 to 8.41 1,084,015 0.79% 0.75% -40.86% 2007 147,537 12.18 to 14.21 2,017,728 0.72% 0.75% 9.37% Anchor Series Trust Natural Resources Portfolio - Class 1 ------------------------------------------------- 2011 20,363 $35.51 to 44.83 $ 826,142 0.72% 0.75% -20.86% 2010 21,487 44.87 to 56.65 1,103,109 0.85% 0.75% 15.33% 2009 22,292 38.91 to 49.12 998,885 1.48% 0.75% 56.88% 2008 29,464 24.80 to 31.31 846,311 1.18% 0.75% -50.17% 2007 30,812 49.77 to 62.83 1,746,629 1.11% 0.75% 39.15% BlackRock Basic Value V.I. Fund - Class I ------------------------------------------------- 2011 - $ 9.45 $ - 0.30% 0.20% -2.64% 2010 19,913 9.71 193,266 1.59% 0.20% 12.58% 2009 20,299 8.62 175,001 2.05% 0.20% 30.88% 2008 20,700 6.59 to 10.05 136,361 2.43% 0.20% to 0.65% -37.18% to -34.13% 2007 13,713 15.99 219,289 1.59% 0.65% 1.16%
VA II - 41 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ---------------------------------- ------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest/(1)/ Lowest to Highest/(2)/ Lowest to Highest/(3)/ ------------------------------------------------- ------------------------------------------------------------------- Dreyfus Stock Index Fund, Inc. - Initial Shares ------------------------------------------------- 2011 180,429 $10.33 to 24.63 $3,304,407 1.85% 0.75% to 0.90% 0.97% to 1.12% 2010 189,415 10.22 to 24.40 3,472,051 1.73% to 1.76% 0.75% to 0.90% 13.81% to 13.98% 2009 197,620 8.96 to 21.44 3,200,300 1.90% to 1.98% 0.75% to 0.90% 25.20% to 25.39% 2008 227,770 7.15 to 17.12 2,973,977 2.14% to 2.21% 0.75% to 0.90% -37.71% to -37.61% 2007 248,195 11.46 to 27.49 5,333,695 1.66% to 1.72% 0.75% to 0.90% 4.31% to 4.46% Dreyfus VIF Small Company Stock Portfolio - Initial Shares /(4)/ ------------------------------------------------- 2007 - $ - $ - 0.00% 0.75% to 0.90% 8.62% to 8.67% Fidelity VIP Asset Manager Portfolio - Initial Class ------------------------------------------------- 2011 52,446 $13.17 to 23.25 $ 988,841 2.02% 0.75% to 0.90% -3.43% to -3.29% 2010 53,852 13.62 to 24.08 1,060,825 1.66% 0.75% to 0.90% 13.24% to 13.41% 2009 56,118 12.01 to 21.26 990,924 2.31% 0.75% to 0.90% 27.96% to 28.15% 2008 60,288 9.37 to 16.62 849,376 2.69% 0.75% to 0.90% -29.36% to -29.25% 2007 66,707 13.25 to 23.52 1,345,593 5.88% 0.75% to 0.90% 14.46% to 14.64% Fidelity VIP Contrafund Portfolio - Initial Class ------------------------------------------------- 2011 125,095 $10.38 to 21.61 $2,025,569 0.94% 0.10% to 0.90% -3.40% to -2.62% 2010 160,022 10.66 to 22.37 2,605,291 0.84% to 2.09% 0.10% to 0.90% 16.17% to 25.76% 2009 239,270 9.61 to 19.26 3,044,674 1.32% to 1.47% 0.20% to 0.90% 34.49% to 35.44% 2008 236,440 7.11 to 14.32 2,309,457 1.00% to 1.48% 0.20% to 0.90% -43.03% to -42.63% 2007 182,960 12.42 to 25.13 3,602,358 0.68% to 0.95% 0.20% to 0.90% 16.53% to 17.36% Fidelity VIP Growth Portfolio - Initial Class ------------------------------------------------- 2011 168,048 $ 8.74 to 21.89 $2,813,320 0.38% 0.75% to 0.90% -0.69% to -0.54% 2010 172,435 8.79 to 22.04 2,904,751 0.27% 0.75% to 0.90% 23.06% to 23.25% 2009 179,689 7.13 to 17.91 2,435,498 0.42% 0.75% to 0.90% 27.14% to 27.33% 2008 196,670 5.60 to 14.09 2,148,511 0.84% 0.75% to 0.90% -47.64% to -47.56% 2007 204,009 10.68 to 26.91 4,380,654 0.83% 0.75% to 0.90% 25.82% to 26.01% Fidelity VIP High Income Portfolio - Initial Class ------------------------------------------------- 2011 25,590 $17.42 to 18.04 $ 456,123 6.80% 0.75% to 0.90% 3.10% to 3.26% 2010 27,352 16.87 to 17.49 472,198 7.10% 0.75% to 0.90% 12.80% to 12.97% 2009 33,813 14.93 to 15.51 517,843 8.08% 0.75% to 0.90% 42.67% to 42.88% 2008 37,026 10.45 to 10.87 397,433 9.25% 0.75% to 0.90% -25.66% to -25.55% 2007 39,841 14.04 to 14.62 574,892 8.04% 0.75% to 0.90% 1.86% to 2.01% Fidelity VIP Index 500 Portfolio - Initial Class ------------------------------------------------- 2011 - $11.49 $ - 0.00% 0.20% 1.84% 2010 13,818 11.28 to 15.81 155,861 1.92% 0.20% to 0.65% 14.28% to 14.79% 2009 14,068 9.83 to 13.83 138,231 2.46% 0.20% to 0.65% 25.79% to 26.35% 2008 14,328 7.34 to 11.00 111,419 0.61% 0.20% to 0.65% -37.41% to -37.12% 2007 80,631 11.71 to 17.57 1,004,086 4.13% 0.20% to 0.65% 4.75% to 5.23%
VA II - 42 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ---------------------------------- ------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest/(1)/ Lowest to Highest/(2)/ Lowest to Highest/(3)/ ------------------------------------------------- ------------------------------------------------------------------- Fidelity VIP Investment Grade Bond Portfolio - Initial Class ------------------------------------------------- 2011 34,988 $17.42 to 22.89 $ 730,922 3.19% 0.75% to 0.90% 6.37% to 6.53% 2010 38,637 16.35 to 21.52 752,698 3.34% 0.75% to 0.90% 6.84% to 7.00% 2009 48,893 15.28 to 20.14 905,771 8.69% 0.75% to 0.90% 14.69% to 14.86% 2008 54,366 13.30 to 17.56 868,177 4.17% 0.75% to 0.90% -4.12% to -3.97% 2007 56,889 13.85 to 18.32 949,487 4.09% 0.75% to 0.90% 3.41% to 3.56% Fidelity VIP Money Market Portfolio - Initial Class ------------------------------------------------- 2011 158,362 $11.80 to 14.97 $2,027,826 0.11% 0.75% to 0.90% -0.79% to -0.64% 2010 179,856 11.87 to 15.09 2,341,236 0.18% 0.75% to 0.90% -0.66% to -0.51% 2009 158,477 11.93 to 15.19 2,094,995 0.77% 0.75% to 0.90% -0.18% to -0.03% 2008 177,442 11.94 to 15.21 2,375,847 3.02% 0.75% to 0.90% 2.10% to 2.25% 2007 193,843 11.67 to 14.90 2,547,711 5.78% 0.75% to 0.90% 4.26% to 4.42% Fidelity VIP Overseas Portfolio - Initial Class ------------------------------------------------- 2011 15,981 $16.08 $ 256,912 1.39% 0.90% -17.91% 2010 18,345 19.58 359,238 1.19% 0.90% 12.10% 2009 23,691 17.47 413,830 1.80% 0.90% 25.40% 2008 32,797 13.93 456,874 2.65% 0.90% -44.31% 2007 35,633 25.01 891,301 3.36% 0.90% 16.26% Franklin Templeton Franklin Money Market Fund - Class 1/ (7)/ ------------------------------------------------- 2008 - $ - $ - 2.44% 0.45% 0.90% 2007 25,178 10.62 to 10.75 267,311 5.79% 0.20% to 0.65% 3.83% to 4.30% Franklin Templeton Templeton Foreign Securities Fund - Class 2 ------------------------------------------------- 2011 - $ 8.45 $ - 3.36% 0.20% -10.81% 2010 21,497 9.48 203,692 1.77% 0.20% 8.19% 2009 21,915 8.76 191,933 3.07% 0.20% 36.77% 2008 22,350 6.40 to 10.11 143,120 2.43% 0.20% to 0.65% -40.76% to -35.96% 2007 14,304 17.07 244,106 1.98% 0.65% 14.71% Franklin Templeton Templeton Global Asset Allocation Fund - Class 1 /(11)/ ------------------------------------------------- 2010 - $ - $ - 11.22% 0.75% 3.74% 2009 28,151 15.85 446,108 8.90% 0.75% 21.30% 2008 28,845 13.06 376,848 11.00% 0.75% -25.53% 2007 31,206 17.54 547,451 19.65% 0.75% 9.49% Invesco V.I. Capital Appreciation Fund - Series I ------------------------------------------------- 2011 47,770 $ 6.92 to 10.03 $ 417,913 0.16% 0.75% to 0.90% -8.73% to -8.60% 2010 49,458 7.57 to 10.99 473,452 0.72% 0.75% to 0.90% 14.45% to 14.63% 2009 50,821 6.61 to 9.60 424,617 0.62% 0.75% to 0.90% 19.99% to 20.17% 2008 54,284 5.50 to 8.00 382,790 0.00% 0.75% to 0.90% -43.01% to -42.92% 2007 60,658 9.63 to 14.04 752,584 0.00% 0.75% to 0.90% 11.00% to 11.17%
VA II - 43 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 --------------------------------- ------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest/(1)/ Lowest to Highest/(2)/ Lowest to Highest/(3)/ ------------------------------------------------ ------------------------------------------------------------------- Invesco V.I. International Growth Fund - Series I ------------------------------------------------ 2011 43,929 $14.34 to 17.85 $ 719,412 1.67% 0.75% to 0.90% -7.58% to -7.44% 2010 51,671 15.49 to 19.31 916,566 2.24% 0.75% to 0.90% 11.85% to 12.02% 2009 54,806 13.83 to 17.27 876,613 1.41% 0.75% to 0.90% 34.03% to 34.23% 2008 64,578 10.30 to 12.88 771,456 0.50% 0.75% to 0.90% -40.92% to -40.83% 2007 78,045 17.41 to 21.80 1,590,198 0.44% 0.75% to 0.90% 13.69% to 13.86% Invesco Van Kampen V.I. Mid Cap Value Fund - Series I ------------------------------------------------ 2011 - $12.19 $ - 0.00% 0.45% 0.47% 2010 - 12.13 - 0.00% 0.45% 21.69% 2009 - 9.97 - 0.00% 0.45% 38.58% 2008 - 7.19 - 1.62% 0.45% -41.55% 2007 23,060 12.31 to 22.65 283,772 1.15% 0.20% to 0.65% 7.14% to 7.63% JPMorgan Bond Portfolio/ (8)/ ------------------------------------------------ 2009 - $ - $ - 11.94% 0.75% -1.64% 2008 11,176 10.77 120,362 9.07% 0.75% -16.58% 2007 11,652 12.91 150,436 6.87% 0.75% 0.57% JPMorgan Insurance Trust Core Bond Portfolio - Class 1 /(8)/ ------------------------------------------------ 2011 9,163 $12.23 $ 112,059 4.69% 0.75% 6.66% 2010 8,451 11.47 96,894 3.47% 0.75% 8.42% 2009 10,178 10.58 107,642 0.00% 0.75% 5.76% JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1 /(9)/ ------------------------------------------------ 2011 7,784 $14.61 $ 113,760 1.23% 0.75% -2.60% 2010 7,780 15.00 116,745 0.84% 0.75% 12.73% 2009 8,351 13.31 111,158 0.00% 0.75% 33.11% JPMorgan U.S. Large Cap Core Equity Portfolio /(9)/ ------------------------------------------------ 2009 - $ - $ - 4.97% 0.75% -1.30% 2008 10,255 6.78 69,526 1.33% 0.75% -34.47% 2007 10,766 10.35 111,387 1.04% 0.75% 0.90% Neuberger Berman AMT Partners Portfolio - Class I ------------------------------------------------ 2011 11,371 $12.05 $ 136,989 0.00% 0.75% -12.02% 2010 11,691 13.69 160,085 0.70% 0.75% 14.80% 2009 11,741 11.93 140,047 2.17% 0.75% 54.91% 2008 17,886 7.70 137,716 0.65% 0.75% -52.75% 2007 17,450 16.30 284,355 0.72% 0.75% 8.51% Neuberger Berman AMT Short Duration Bond Portfolio - Class I ------------------------------------------------ 2011 10,151 $12.45 $ 126,374 3.66% 0.75% -0.46% 2010 11,833 12.51 147,986 5.17% 0.75% 4.50% 2009 12,595 11.97 150,745 8.65% 0.75% 12.48% 2008 10,881 10.64 115,782 4.56% 0.75% -14.08% 2007 12,474 12.38 154,465 2.69% 0.75% 3.98%
VA II - 44 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ------------------------------------ ----------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/ --------------------------------------------------- ----------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA - Non-Service Shares ------------------------------------------------------ 2011 39,404 $ 11.74 $ 462,505 1.36% 0.75% -8.97% 2010 43,014 12.89 554,648 1.42% 0.75% 15.10% 2009 47,123 11.20 527,921 2.22% 0.75% 38.73% 2008 53,478 8.08 431,867 1.53% 0.75% -40.64% 2007 53,541 13.60 728,350 1.24% 0.75% 5.52% Oppenheimer Main Street Fund/VA - Non-Service Shares ------------------------------------------------------ 2011 38,139 $ 10.59 $ 403,982 0.82% 0.75% -0.76% 2010 38,615 10.67 412,157 1.15% 0.75% 15.24% 2009 50,767 9.26 470,198 1.87% 0.75% 27.33% 2008 57,343 7.27 417,120 1.62% 0.75% -38.93% 2007 61,059 11.91 727,276 0.96% 0.75% 3.64% PIMCO VIT Real Return Portfolio - Administrative Class ------------------------------------------------------ 2011 10,937 $ 12.62 to 12.93 $ 141,448 3.40% 0.10% to 0.20% 11.44% to 11.55% 2010 189,442 11.32 to 13.19 2,148,148 1.44% 0.10% to 0.45% 2.89% to 7.89% 2009 216,159 10.50 to 12.26 2,328,964 3.04% 0.20% to 0.45% 17.83% to 18.12% 2008 213,380 8.89 to 11.07 1,937,932 3.69% 0.20% to 0.65% -11.15% to -7.45% 2007 172,055 11.24 to 11.99 2,046,406 4.95% 0.45% to 0.65% 9.91% to 10.13% PIMCO VIT Total Return Portfolio - Administrative Class ------------------------------------------------------ 2011 - $ 12.83 $ - 3.19% 0.20% 3.40% 2010 19,517 12.41 242,256 2.45% 0.20% 7.89% 2009 19,887 11.50 228,797 5.27% 0.20% 13.81% 2008 20,272 10.11 to 12.13 204,927 4.78% 0.20% to 0.65% 1.09% to 4.32% 2007 38,170 11.31 to 11.65 437,539 5.15% 0.45% to 0.65% 8.03% to 8.25% SunAmerica Aggressive Growth Portfolio - Class 1 ------------------------------------------------------ 2011 165,733 $ 7.07 to 9.26 $ 1,449,380 0.00% 0.75% -2.71% 2010 169,271 7.27 to 9.52 1,527,624 0.00% 0.75% 20.26% 2009 173,292 6.04 to 7.91 1,296,608 0.14% 0.75% 39.43% 2008 170,282 4.33 to 5.68 915,539 0.65% 0.75% -52.99% 2007 184,839 9.22 to 12.07 2,114,418 0.63% 0.75% -1.24% SunAmerica Alliance Growth Portfolio - Class 1 ------------------------------------------------------ 2011 311,279 $ 8.61 to 8.71 $ 2,706,174 0.50% 0.75% -3.03% 2010 354,632 8.88 to 8.98 3,179,878 0.80% 0.75% 9.42% 2009 371,977 8.11 to 8.21 3,048,459 0.60% 0.75% 39.98% 2008 410,595 5.80 to 5.86 2,404,044 0.16% 0.75% -41.18% 2007 456,661 9.86 to 9.97 4,546,600 0.05% 0.75% 13.74% SunAmerica Balanced Portfolio - Class 1 ------------------------------------------------------ 2011 78,163 $ 10.35 to 10.84 $ 834,869 1.84% 0.75% 1.51% 2010 78,436 10.20 to 10.68 825,287 1.81% 0.75% 11.00% 2009 94,413 9.19 to 9.62 895,056 3.00% 0.75% 23.10% 2008 128,726 7.46 to 7.81 994,589 3.34% 0.75% -26.45% 2007 149,012 10.14 to 10.62 1,565,780 2.91% 0.75% 4.61%
VA II - 45 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 -------------------------------------- ----------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/ -------------------------------------------- ----------------------------------------------------------------------- SunAmerica Blue Chip Growth Portfolio - Class 1 ---------------------------------------------------- 2011 6,682 $ 6.31 $ 42,147 0.17% 0.75% -6.29% 2010 11,921 6.73 80,245 0.28% 0.75% 11.68% 2009 11,303 6.03 68,128 0.29% 0.75% 35.82% 2008 15,760 4.44 69,944 0.55% 0.75% -39.46% 2007 21,873 7.33 160,346 0.34% 0.75% 13.21% SunAmerica Capital Growth Portfolio - Class 1 ---------------------------------------------------- 2011 4,033 $ 7.45 $ 30,062 0.00% 0.75% -2.05% 2010 4,020 7.61 30,595 0.00% 0.75% 8.42% 2009 5,619 7.02 39,446 0.00% 0.75% 42.42% 2008 9,895 4.93 48,772 0.00% 0.75% -45.57% 2007 7,118 9.06 64,465 0.95% 0.75% 12.70% SunAmerica Cash Management Portfolio - Class 1 ---------------------------------------------------- 2011 130,453 $ 11.96 $ 1,560,002 0.00% 0.75% -1.02% 2010 115,026 12.08 1,389,656 0.00% 0.75% -0.98% 2009 195,351 12.20 2,383,428 2.53% 0.75% -0.70% 2008 198,311 12.29 2,436,538 2.93% 0.75% 0.42% 2007 193,122 12.23 2,362,757 3.88% 0.75% 3.72% SunAmerica Corporate Bond Portfolio - Class 1 ---------------------------------------------------- 2011 18,021 $ 21.67 $ 390,563 6.90% 0.75% 5.62% 2010 16,751 20.52 343,723 7.57% 0.75% 10.14% 2009 20,101 18.63 374,483 6.92% 0.75% 29.99% 2008 15,476 14.33 221,803 4.49% 0.75% -8.47% 2007 18,613 15.66 291,427 3.75% 0.75% 4.68% SunAmerica Davis Venture Value Portfolio - Class 1 ---------------------------------------------------- 2011 72,926 $ 20.76 $ 1,514,206 1.31% 0.75% -4.94% 2010 80,926 21.84 1,767,696 0.71% 0.75% 11.35% 2009 84,538 19.62 1,658,434 1.42% 0.75% 32.51% 2008 116,856 14.80 1,730,056 1.73% 0.75% -38.62% 2007 139,771 24.12 3,371,406 0.89% 0.75% 4.86% SunAmerica "Dogs" of Wall Street Portfolio - Class 1 ---------------------------------------------------- 2011 16,499 $ 14.94 $ 246,490 2.28% 0.75% 11.84% 2010 16,220 13.36 216,672 2.83% 0.75% 15.87% 2009 15,124 11.53 174,353 3.99% 0.75% 19.25% 2008 21,755 9.67 210,320 3.34% 0.75% -27.14% 2007 26,790 13.27 355,467 2.38% 0.75% -2.67% SunAmerica Emerging Markets Portfolio - Class 1 ---------------------------------------------------- 2011 36,557 $ 22.67 $ 828,755 0.60% 0.75% -26.64% 2010 40,556 30.90 1,253,273 1.34% 0.75% 17.63% 2009 42,594 26.27 1,118,933 0.00% 0.75% 75.33% 2008 59,199 14.98 886,971 1.79% 0.75% -56.94% 2007 61,230 34.79 2,130,462 1.99% 0.75% 40.32%
VA II - 46 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ------------------------------------ ----------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/ ------------------------------------------ ----------------------------------------------------------------------- SunAmerica Equity Opportunities Portfolio - Class 1 --------------------------------------------- 2011 28,161 $ 11.54 $ 325,016 0.58% 0.75% -0.85% 2010 27,487 11.64 319,958 0.69% 0.75% 16.22% 2009 27,800 10.02 278,455 1.19% 0.75% 31.11% 2008 34,960 7.64 267,085 1.57% 0.75% -38.93% 2007 34,314 12.51 429,288 1.75% 0.75% -0.64% SunAmerica Fundamental Growth Portfolio - Class 1 --------------------------------------------- 2011 93,966 $ 7.25 $ 681,516 0.00% 0.75% -6.19% 2010 107,513 7.73 831,183 0.00% 0.75% 16.13% 2009 115,572 6.66 769,354 0.00% 0.75% 34.96% 2008 131,731 4.93 649,762 0.00% 0.75% -45.25% 2007 141,156 9.01 1,271,719 0.00% 0.75% 14.28% SunAmerica Global Bond Portfolio - Class 1 --------------------------------------------- 2011 27,259 $ 16.95 to 18.51 $ 487,675 2.23% 0.75% 4.96% 2010 24,301 16.15 to 17.64 416,616 4.40% 0.75% 5.49% 2009 25,083 15.31 to 16.72 407,758 2.81% 0.75% 6.69% 2008 38,928 14.35 to 15.67 592,223 3.58% 0.75% 4.88% 2007 39,853 13.68 to 14.94 574,307 0.57% 0.75% 10.54% SunAmerica Global Equities Portfolio - Class 1 --------------------------------------------- 2011 42,486 $ 9.56 $ 405,958 0.99% 0.75% -11.05% 2010 45,018 10.74 483,613 1.65% 0.75% 13.49% 2009 46,646 9.47 441,540 2.53% 0.75% 28.43% 2008 58,075 7.37 428,034 2.36% 0.75% -43.81% 2007 58,621 13.12 769,002 1.23% 0.75% 11.03% SunAmerica Growth Opportunities Portfolio - Class 1 --------------------------------------------- 2011 17,012 $ 5.95 $ 101,146 0.00% 0.75% -3.09% 2010 15,233 6.14 93,459 0.00% 0.75% 23.41% 2009 11,943 4.97 59,376 0.00% 0.75% 17.37% 2008 17,092 4.24 72,397 0.00% 0.75% -36.36% 2007 21,342 6.66 142,042 0.00% 0.75% 20.65% SunAmerica Growth-Income Portfolio - Class 1 --------------------------------------------- 2011 182,086 $ 9.55 to 10.29 $ 1,818,041 0.94% 0.75% 7.53% 2010 201,392 8.88 to 9.57 1,870,041 0.93% 0.75% 10.67% 2009 194,075 8.02 to 8.65 1,630,318 1.38% 0.75% 27.22% 2008 224,461 6.30 to 6.80 1,482,523 1.17% 0.75% -43.33% 2007 247,908 11.13 to 12.00 2,895,990 0.95% 0.75% 10.28% SunAmerica High-Yield Bond Portfolio - Class 1 --------------------------------------------- 2011 13,465 $ 17.01 $ 228,976 8.78% 0.75% 3.50% 2010 13,079 16.43 214,895 12.36% 0.75% 13.75% 2009 15,773 14.44 227,834 9.48% 0.75% 40.96% 2008 13,854 10.25 141,964 11.73% 0.75% -32.66% 2007 14,869 15.22 226,263 7.32% 0.75% 0.62%
VA II - 47 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ------------------------------------ ----------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/ ------------------------------------------ ----------------------------------------------------------------------- SunAmerica International Diversified Equities Portfolio - Class 1 --------------------------------------------- 2011 46,195 $ 8.79 $ 406,012 2.13% 0.75% -15.24% 2010 53,907 10.37 559,000 3.56% 0.75% 7.69% 2009 57,796 9.63 556,550 1.21% 0.75% 28.18% 2008 75,503 7.51 567,220 3.52% 0.75% -39.92% 2007 77,423 12.50 968,063 2.04% 0.75% 14.48% SunAmerica International Growth and Income Portfolio - Class 1 --------------------------------------------- 2011 54,049 $ 10.24 $ 553,292 3.05% 0.75% -14.44% 2010 60,338 11.96 721,882 3.78% 0.75% 6.30% 2009 66,782 11.25 751,624 0.00% 0.75% 26.80% 2008 73,158 8.88 649,356 2.74% 0.75% -46.31% 2007 89,375 16.53 1,477,656 1.66% 0.75% 6.36% SunAmerica Marsico Focused Growth Portfolio - Class 1 --------------------------------------------- 2011 46,720 $ 12.52 $ 584,998 0.33% 0.75% -2.17% 2010 47,418 12.80 606,921 0.39% 0.75% 16.53% 2009 50,075 10.98 549,988 0.81% 0.75% 29.73% 2008 55,696 8.47 471,549 0.52% 0.75% -41.26% 2007 57,506 14.41 828,903 0.21% 0.75% 12.80% SunAmerica MFS Massachusetts Investors Trust Portfolio - Class 1 --------------------------------------------- 2011 40,439 $ 10.79 $ 436,244 0.70% 0.75% -2.64% 2010 42,012 11.08 465,519 0.90% 0.75% 10.36% 2009 46,350 10.04 465,368 1.36% 0.75% 25.79% 2008 44,657 7.98 356,447 1.09% 0.75% -32.94% 2007 52,625 11.90 626,413 1.12% 0.75% 9.74% SunAmerica MFS Total Return Portfolio - Class 1 --------------------------------------------- 2011 43,060 $ 16.47 $ 709,219 2.63% 0.75% 1.17% 2010 48,558 16.28 790,561 3.18% 0.75% 9.22% 2009 58,342 14.91 869,682 3.54% 0.75% 17.59% 2008 73,915 12.68 936,964 3.38% 0.75% -22.60% 2007 81,599 16.38 1,336,467 2.70% 0.75% 3.46% SunAmerica Mid-Cap Growth Portfolio - Class 1 --------------------------------------------- 2011 218,790 $ 6.80 to 11.23 $ 1,975,372 0.00% 0.75% -6.63% 2010 241,594 7.29 to 12.02 2,340,092 0.00% 0.75% 24.52% 2009 240,995 5.85 to 9.66 1,862,425 0.00% 0.75% 41.36% 2008 281,282 4.14 to 6.83 1,582,403 0.00% 0.75% -43.79% 2007 305,617 7.36 to 12.15 3,086,681 0.26% 0.75% 16.06% SunAmerica Real Estate Portfolio - Class 1 --------------------------------------------- 2011 17,238 $ 26.24 $ 452,344 0.89% 0.75% 7.34% 2010 22,356 24.45 546,534 1.84% 0.75% 19.00% 2009 19,732 20.54 405,340 1.88% 0.75% 28.82% 2008 25,194 15.95 401,775 3.59% 0.75% -44.32% 2007 29,385 28.64 841,550 1.46% 0.75% -14.99%
VA II - 48 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ------------------------------------ ----------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/ ------------------------------------------ ----------------------------------------------------------------------- SunAmerica Technology Portfolio - Class 1 --------------------------------------------- 2011 32,812 $ 2.44 $ 80,005 0.00% 0.75% -6.09% 2010 44,101 2.60 114,501 0.00% 0.75% 19.37% 2009 41,921 2.17 91,178 0.00% 0.75% 49.28% 2008 65,192 1.46 94,982 0.00% 0.75% -51.50% 2007 55,541 3.00 166,856 0.00% 0.75% 21.02% SunAmerica Telecom Utility Portfolio - Class 1 --------------------------------------------- 2011 30,494 $ 12.21 $ 372,382 2.42% 0.75% 5.47% 2010 30,067 11.58 348,113 2.76% 0.75% 12.74% 2009 29,283 10.27 300,739 5.27% 0.75% 31.08% 2008 30,913 7.84 242,205 2.67% 0.75% -37.91% 2007 27,255 12.62 343,922 2.83% 0.75% 20.00% SunAmerica Total Return Bond Portfolio - Class 1 --------------------------------------------- 2011 13,089 $ 21.40 $ 280,104 2.08% 0.75% 5.57% 2010 4,717 20.27 95,609 1.92% 0.75% 5.55% 2009 2,959 19.20 56,833 1.66% 0.75% 10.76% 2008 4,195 17.34 72,733 3.19% 0.75% 4.29% 2007 5,333 16.63 88,672 5.56% 0.75% 4.75% UIF Core Plus Fixed Income Portfolio - Class I Shares --------------------------------------------- 2011 - $ 12.20 to 13.50 $ - 0.00% 0.20% to 0.65% 4.96% to 5.44% 2010 - 11.58 to 12.86 - 0.00% 0.20% to 0.65% 6.45% to 6.93% 2009 - 10.83 to 12.08 - 0.00% 0.20% to 0.65% 8.93% to 9.43% 2008 - 9.89 to 11.09 - 0.00% 0.20% to 0.65% -10.79% to -10.38% 2007 - 11.04 to 12.43 - 9.34% 0.20% to 0.65% 4.77% to 5.24% UIF Mid Cap Growth Portfolio - Class I Shares --------------------------------------------- 2011 15,771 $ 11.93 $ 188,220 0.35% 0.10% -7.21% 2010 16,029 12.86 to 13.97 206,169 0.00% 0.10% to 0.45% 30.68% to 31.72% 2009 47,743 10.60 506,282 0.00% 0.45% 56.95% 2008 43,869 6.76 296,394 0.64% 0.45% -47.01% 2007 17,827 12.75 227,278 0.00% 0.45% 22.11% VALIC Company I International Equities Fund --------------------------------------------- 2011 87,369 $ 7.41 to 7.91 $ 690,756 2.38% 0.10% to 0.20% -13.27% to -13.19% 2010 128,202 8.55 to 9.58 1,145,480 0.41% 0.10% to 0.45% 7.98% to 24.39% 2009 295,929 7.90 to 8.87 2,585,680 2.85% 0.20% to 0.45% 29.02% to 29.34% 2008 248,541 6.10 to 11.81 1,677,157 5.02% 0.20% to 0.65% -43.76% to -38.95% 2007 98,155 12.20 to 21.00 1,385,545 2.94% 0.45% to 0.65% 8.06% to 8.28% VALIC Company I Small Cap Index Fund --------------------------------------------- 2011 13,865 $ 10.58 to 10.73 $ 148,728 0.49% 0.10% to 0.20% -4.50% to -4.40% 2010 43,725 11.08 to 11.22 486,485 0.46% to 1.32% 0.10% to 0.45% 25.98% to 30.13% 2009 77,246 8.77 to 8.79 678,593 1.77% 0.20% to 0.45% 27.65% to 27.97% 2008 71,576 6.86 to 11.00 492,030 2.16% 0.20% to 0.65% -34.90% to -31.44% 2007 36,738 10.56 to 16.89 510,636 1.42% 0.45% to 0.65% -2.53% to -2.33%
VA II - 49 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED A summary of units outstanding, unit values, and net assets for the variable life policies and the investment income ratios, expense ratios (excluding expenses of the underlying Sub-accounts) and total returns for each of the five years in the period ended December 31, 2011 are as follows:
At December 31 For the year ended December 31 ---------------------------------- ----------------------------------------------------------------------- Investment Income Unit Value Ratio Expense Ratio Total Return Units Lowest to Highest Net Assets Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/ ---------------------------------------- ----------------------------------------------------------------------- Van Eck VIP Emerging Markets Fund - Initial Class ------------------------------------------- 2011 13,425 $ 20.84 $ 279,778 1.13% 0.90% -26.40% 2010 15,160 28.32 429,254 0.52% 0.90% 25.70% 2009 14,436 22.53 325,188 0.18% 0.90% 111.27% 2008 18,209 10.66 194,144 0.00% 0.90% -65.10% 2007 21,582 30.55 659,252 0.48% 0.90% 36.38% Van Eck VIP Global Hard Assets Fund - Initial Class ------------------------------------------- 2011 6,823 $ 36.71 $ 250,427 1.26% 0.90% -17.20% 2010 7,531 44.33 333,860 0.42% 0.90% 28.08% 2009 13,178 34.61 456,095 0.28% 0.90% 56.12% 2008 17,599 22.17 390,151 0.36% 0.90% -46.61% 2007 20,292 41.52 842,576 0.09% 0.90% 44.05% Vanguard VIF Total Bond Market Index Portfolio ------------------------------------------- 2011 - $ 12.44 $ - 6.68% 0.20% 7.44% 2010 14,380 11.58 166,560 3.58% 0.20% 6.29% 2009 14,655 10.90 159,705 4.28% 0.20% 5.73% 2008 14,941 10.31 to 11.98 154,002 4.24% 0.20% to 0.65% 3.07% to 4.55% 2007 12,980 11.46 148,788 3.94% 0.65% 6.29%
/(1)/ These amounts represent the dividends, excluding capital gain distributions from mutual funds, received by the Sub-account from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense risk charges, that result in direct reduction in the unit value. The recognition of investment income by the Sub-account is affected by the timing of the declaration of dividends by the underlying fund in which the Sub-accounts invest. In 2011 these amounts represent the aggregate ratio of each underlying fund, rather than a range as presented in prior years. /(2)/ These amounts represent the annualized policy expenses of the Account, consisting primarily of mortality and expense risk charges, for each year indicated. These ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to policy owner accounts through the redemption of units and expenses of the underlying fund have been excluded. /(3)/ These amounts represent the total return for the years indicated, including changes in the value of the underlying Sub-account, and reflect deductions for those expenses that result in a direct reduction to unit values. The total return does not include policy charges deducted directly from account values. For the years ended December 31, 2011, 2010, 2009, 2008, and 2007, a total return was calculated using the initial unit value for the Sub-account if the Sub-account became an available investment option during the year and the underlying Fund was not available at the beginning of the year. /(4)/ Effective April 30, 2007, Dreyfus VIF Small Company Stock Portfolio - Initial Shares was closed and liquidated. /(5)/ Effective April 25, 2008, AllianceBernstein Global Bond Portfolio - Class A and AllianceBernstein High Yield Portfolio - Class A were acquired by AllianceBernstein U.S. Government/High Grade Securities Portfolio - Class A, which subsequently changed its name to AllianceBernstein Intermediate Bond Portfolio - Class A. /(6)/ Effective September 26, 2008, AllianceBernstein Balanced Shares - Class A was acquired by AllianceBernstein Balanced Wealth Strategy Portfolio - Class A. /(7)/ Effective April 24, 2009, Franklin Templeton Franklin Money Market Fund - Class 1 was closed and liquidated. /(8)/ Effective April 24, 2009, JPMorgan Bond Portfolio was acquired by JPMorgan Insurance Trust Core Bond Portfolio - Class 1. VA II - 50 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED /(9)/ Effective April 24, 2009, JPMorgan U.S. Large Cap Core Equity Portfolio was acquired by JPMorgan Insurance Trust Diversified Equity Portfolio - Class 1, which subsequently changed its name to JPMorgan Insurance Trust U.S. Equity Portfolio - Class 1. /(10)/Effective September 25, 2009, AllianceBernstein Utility Income Portfolio - Class A was closed and liquidated. /(11)/Effective April 30, 2010, Franklin Templeton Templeton Global Asset Allocation Fund - Class 1 was closed and liquidated. VA II - 51 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE VARIABLE ACCOUNT II NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 8 - OTHER MATTERS The Company is a subsidiary of American International Group. Information on American International Group is publicly available in its regulatory filings with the U.S. Securities and Exchange Commission ("SEC"). VA II - 52 [LOGO] AMERICAN GENERAL ASSURANCE COMPANY Audited Statutory Financial Statements December 31, 2011 and 2010 AMERICAN GENERAL ASSURANCE COMPANY INDEX TO AUDITED STATUTORY FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION PAGE Report of Independent Auditors 3 Statutory Financial Statements Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus 5 to 6 Statutory Statements of Operations 7 Statutory Statements of Changes in Capital and Surplus 8 Statutory Statements of Cash Flows 9 Notes to Financial Statements - Statutory Basis 1 Nature of Operations 10 2 Summary of Significant Accounting Policies 10 3 Investments 20 4 Fair Value Measurements 25 5 Aggregate Policy Reserves and Deposit Fund Liabilities 27 6 Premium Deferred and Uncollected 27 7 Reinsurance 28 8 Federal Income Taxes 29 9 Capital and Surplus 33 10 Retirement Plans, Deferred Compensation, Postemployment Benefits, Compensated Absences and Other Postretirement Benefit Plans 34 11 Commitments and Contingencies 37 12 Related Party Transactions 38 13 Reconciliation to Annual Statements 39 14 Subsequent Events 39 Supplemental Information Supplemental Schedule of Assets and Liabilities 41 Supplemental Investment Risks Interrogatories 43 Supplemental Summary Investment Schedule 47 [LOGO] REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholder of American General Assurance Company We have audited the accompanying statutory statement of admitted assets, liabilities and capital and surplus of American General Assurance Company (the "Company"), an indirect, wholly-owned subsidiary of American International Group, Inc., as of December 31, 2011 and 2010, and the related statutory statements of operations, of changes in capital and surplus, and of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 2 to the financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Illinois Department of Insurance, which practices differ from accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America are material; they are described in Note 2. In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2011 and 2010, or the results of its operations or its cash flows for the years then ended. In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and capital and surplus of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, on the basis of accounting described in Note 2. As discussed in Note 2 to the financial statements, in 2010, the Company received a permitted practice to restate the additional paid-in surplus and unassigned deficit components of surplus, similar to the statutory basis of accounting for a quasi-reorganization. -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900, Houston, TX 77002-5678 T: (713) 356 4000, F: (713) 356 4714, www.pwc.com/us Our audit was conducted for the purpose of forming an opinion on the basic statutory basis financial statements taken as a whole. The accompanying Supplemental Schedule of Assets and Liabilities, Supplemental Summary Investment Schedule and Supplemental Investment Risk Interrogatories (collectively, the "Schedules") of the Company as of December 31, 2011 and for the year then ended are presented for purposes of additional analysis and are not a required part of the basic statutory basis financial statements. The effects on the Schedules of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America are material; they are described in Note 2 of the statutory basis financial statements. As a consequence, the Schedules do not present fairly, in conformity with accounting principles generally accepted in the United States of America, such information of the Company as of December 31, 2011 and for the year then ended. The Schedules have been subjected to the auditing procedures applied in the audit of the basic statutory basis financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic statutory basis financial statements taken as a whole. [LOGO] May 25, 2012 AMERICAN GENERAL ASSURANCE COMPANY STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS DECEMBER 31, ----------------- 2011 2010 -------- -------- (In Thousands) ADMITTED ASSETS Cash and investments Bonds - unaffiliated $144,814 $106,572 Bonds - affiliated - 13,000 Preferred stocks 50 49 Common stocks - affiliated 8,534 8,511 Cash, cash equivalents and short-term investments 8,166 38,014 Contract loans 133 225 Other invested assets 1,099 6,855 -------- -------- Total cash and investments 162,796 173,226 Amounts recoverable from reinsurers 577 242 Amounts receivable under reinsurance contracts 262 1,450 Current federal income tax recoverable 2,078 685 Deferred tax asset 4,815 3,260 Accrued investment income 1,288 1,289 Premiums due, deferred and uncollected 7,822 8,433 Receivable from affiliates - 288 Other assets 805 1,434 -------- -------- Total admitted assets $180,443 $190,307 ======== ======== See accompanying notes to statutory financial statements. 5 AMERICAN GENERAL ASSURANCE COMPANY STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS (CONTINUED) DECEMBER 31, ----------------- 2011 2010 -------- -------- (In Thousands) LIABILITIES AND CAPITAL AND SURPLUS Liabilities: Policy reserves and contractual liabilities: Life and annuity reserves $ 7,952 $ 7,803 Liabilities for deposit-type contracts 799 721 Accident and health reserves 44,006 43,390 Policy and contract claims 8,418 10,920 -------- -------- Total policy reserves and contractual liabilities 61,175 62,834 Experience rated refund 5,166 6,505 Payable to affiliates 47 181 Accrued expenses 5,155 5,854 Other liabilities 4,007 5,061 Asset valuation reserve 2,391 3,819 -------- -------- Total liabilities 77,941 84,254 -------- -------- Capital and surplus: Common stock 2,500 2,500 Gross paid-in and contributed surplus 40,084 39,951 Special surplus funds 8,339 11,198 Unassigned surplus 51,579 52,404 -------- -------- Total capital and surplus 102,502 106,053 -------- -------- Total liabilities and capital and surplus $180,443 $190,307 ======== ======== See accompanying notes to statutory financial statements. 6 AMERICAN GENERAL ASSURANCE COMPANY STATUTORY STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, ---------------- 2011 2010 ------- ------- (In Thousands) REVENUES Premiums and annuity considerations $43,389 $53,358 Net investment income 12,713 10,206 Amortization of interest maintenance reserve (963) (936) Commissions and expense allowances 6,344 8,344 Other income 6 2 ------- ------- Total revenues 61,489 70,974 ------- ------- BENEFITS AND EXPENSES Death benefits 8,910 6,987 Surrender benefits 115 24 Other benefits 14,474 16,707 Change in life, annuity, accident and health reserves (1,142) (5,802) Commissions 20,424 26,977 General insurance expenses 5,968 9,868 Taxes, licenses, and fees 2,000 1,868 Other expenses 10 25 ------- ------- Total benefits and expenses 50,759 56,654 ------- ------- Net gain from operations before federal income taxes 10,730 14,320 Federal income tax 1,703 4,602 ------- ------- Net gain from operations 9,027 9,718 Net realized capital gains 18 2,021 ------- ------- Net income $ 9,045 $11,739 ======= ======= See accompanying notes to statutory financial statements. 7 AMERICAN GENERAL ASSURANCE COMPANY STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS COMMON GROSS PAID- AND IN AND SPECIAL PREFERRED CONTRIBUTED SURPLUS UNASSIGNED TOTAL CAPITAL STOCK SURPLUS FUNDS SURPLUS AND SURPLUS --------- ----------- ------- ---------- ------------- (In Thousands) Balance at January 1, 2010 $2,500 $39,909 $19,974 $ 30,584 $ 92,967 Net income 11,739 11,739 Net change in unrealized capital losses (241) (241) Change in deferred tax (1,101) (1,101) Change in non-admitted assets 1,989 1,989 Change in liability for reinsurance in unauthorized companies 348 348 Change in asset valuation reserve 327 327 Impact of SSAP 10R incremental deferred tax assets (17) (17) Change in additional paid-in surplus 42 42 Amortization of special surplus (8,759) 8,759 - ------ ------- ------- -------- -------- Balance at December 31, 2010 2,500 39,951 11,198 52,404 106,053 Net income 9,045 9,045 Net change in unrealized capital losses (3,292) (3,292) Change in deferred tax 2,409 2,409 Change in non-admitted assets (2,987) (2,987) Change in liability for reinsurance in unauthorized companies (36) (36) Change in asset valuation reserve 1,428 1,428 Impact of SSAP 10R incremental deferred tax assets 1,524 1,524 Prior period corrections (See Note 2) (1,175) (1,175) Change in additional paid-in surplus 133 133 Dividends to stockholder (10,600) (10,600) Amortization of special surplus (4,383) 4,383 - ------ ------- ------- -------- -------- Balance at December 31, 2011 $2,500 $40,084 $ 8,339 $ 51,579 $102,502 ====== ======= ======= ======== ======== See accompanying notes to statutory financial statements. 8 AMERICAN GENERAL ASSURANCE COMPANY STATUTORY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, ----------------- 2011 2010 -------- ------- (In Thousands) CASH FROM OPERATIONS Premium and annuity considerations collected, net of reinsurance $ 43,843 $58,258 Net investment income 12,442 8,642 Other income 6,350 8,286 -------- ------- Total revenues received 62,635 75,186 -------- ------- Benefits paid 25,477 28,520 Commissions and expenses paid 29,071 40,065 Federal income taxes 3,104 2,907 -------- ------- Total benefits and expenses paid 57,652 71,492 -------- ------- Net cash provided by operations 4,983 3,694 -------- ------- CASH FROM INVESTMENTS Proceeds provided by investments sold, matured or repaid: Bonds 23,047 21,502 Stocks - 3,033 Other invested assets 632 - -------- ------- Total proceeds provided by investments sold, matured or repaid 23,679 24,535 -------- ------- Cost of investments acquired: Bonds 47,971 16 Other invested assets - 570 -------- ------- Total cost of investments acquired 47,971 586 Net decrease in contract loans (92) (9) -------- ------- Net cash (used in) provided by investing activities (24,200) 23,958 -------- ------- CASH FROM FINANCING AND MISCELLANEOUS SOURCES Net deposits on deposit-type contract funds 65 720 Dividends paid to stockholder (10,600) - Other, net (96) (2,876) -------- ------- Net cash used in financing and miscellaneous activities (10,631) (2,156) -------- ------- Net (decrease) increase in cash and short-term investments (29,848) 25,496 Cash, cash equivalents and short-term investments at beginning of year 38,014 12,518 -------- ------- Cash, cash equivalents and short-term investments at end of year $ 8,166 $38,014 ======== ======= See accompanying notes to statutory financial statements. 9 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS American General Assurance Company ("AGAC" or the "Company") is a wholly owned subsidiary of SunAmerica Financial Group, Inc. ("SAFG"), which in turn is an indirect, wholly owned subsidiary of American International Group, Inc. ("AIG"). The Company is a stock life insurance company domiciled and licensed under the laws of the State of Illinois and is subject to regulation by the Illinois Department of Insurance ("ILDOI"). The Company is also subject to regulation by the states in which it is authorized to transact business. The Company currently concentrates the marketing of its group life and health products on worksites and associations. The group products generally include life, accidental death & dismemberment, critical illness, dental, vision and disability income coverage. The Company is licensed in 49 states and the District of Columbia. The operations of the Company are influenced by many factors, including general economic conditions, monetary and fiscal policies of the federal government and policies of state and other regulatory authorities. The level of sales of the Company's insurance products is influenced by many factors, including general market rates of interest, the strength, weakness and volatility of equity markets and terms and conditions of competing insurance and financial products. The Company is exposed to the risks normally associated with a portfolio of fixed income securities, namely interest rate, option, liquidity and credit risks. The Company controls its exposure to these risks by, among other things, closely monitoring and limiting prepayments and extension risk in its portfolio; engaging in a disciplined process of underwriting; and reviewing and monitoring credit risk. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Company are presented on the basis of accounting practices prescribed or permitted by the ILDOI. These accounting practices vary in certain respects from accounting principles generally accepted in the United States of America ("U.S. GAAP"), as described herein. The ILDOI recognizes only statutory accounting practices prescribed or permitted by the State of Illinois for determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under the Illinois Insurance Law. The National Association of Insurance Commissioners' ("NAIC") Accounting Practices and Procedures Manual ("NAIC SAP"), has been adopted as a component of prescribed or permitted practices by the State of Illinois. The Commissioner of Insurance has the right to permit other specific practices that deviate from prescribed practices. The Company does not employ any prescribed or permitted accounting practices that differ from NAIC SAP. Certain classifications and format changes have been made to prior year amounts to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with accounting practices prescribed or permitted by the ILDOI requires management to make estimates and assumptions that affect the reported amounts in the statutory financial statements and the accompanying notes. It also requires disclosure of contingent assets and liabilities at the date of the statutory financial statements and the reported amounts of revenues and expenses during the period. 10 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The areas of significant judgments and estimates include the following: . Application of other-than-temporary impairments ("OTTI"); . Estimates with respect to income taxes, including recoverability of deferred tax assets ("DTA"); . Fair value measurements of certain financial assets; and . Policy reserves for life insurance contracts. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, the Company's statutory statements of admitted assets, liabilities and capital and surplus, statutory statements of operations and statutory statements of cash flows could be materially affected. SIGNIFICANT ACCOUNTING POLICIES Bonds Bonds not backed by other loans are carried at amortized cost except for those with a NAIC designation of "6" or "6*". Bonds with a NAIC 6 rating are carried at the lower of amortized cost or fair value, with unrealized losses charged directly to unassigned surplus. Bonds that have not been filed and have not received a rating in over one year from the NAIC's Security Valuation Office ("SVO") receive a "6*" rating and are carried at zero, with the unrealized loss charged directly to unassigned surplus. Bonds filed with the SVO which receive a "6*" designation may carry a value greater than zero. Securities are assigned a NAIC 5* designation if the Company certifies that (1) the documentation necessary to permit a full credit analysis does not exist, (2) the issuer or obligor is current on all contracted interest and principal payments and (3) the Company has an actual expectation of ultimate repayment of all contracted interest and principal. Securities with NAIC 5* designations are deemed to possess the credit characteristics of securities assigned a NAIC 5 designation. If the decline in fair value of a bond is considered to be other-than-temporary, the cost basis is written down to fair value and the amount of the write-down is recognized as a realized loss. The determination that a security has incurred an OTTI in value and the amount of any loss recognition requires the judgment of the Company's management and a continued review of its investments. The discount or premium on bonds is amortized using the effective yield method. All residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS") and asset-backed securities ("ABS") were defined to be loan-backed and structured securities ("LBaSS") for 2010. The definition of LBaSS was expanded in 2011 to include certain securities that were previously accounted for pursuant to the guidance for bonds, other than LBaSS. The additional securities included in LBaSS in 2011 includes, but is not limited to, pass-thru securities, lease-backed securities, equipment trust certificates, loan-backed securities issued by special purpose corporations or trusts, and securities where there is not direct recourse to the issuer. LBaSS are stated at amortized cost, except for those with a NAIC designation of "6" or "6*". LBaSS with a NAIC 6 rating are carried at the lower of amortized cost or fair value, with unrealized losses charged directly to unassigned surplus. LBaSS that have not been filed and have not received a rating in over one year from the NAIC's SVO receive a "6*" rating and are carried at zero, with the unrealized loss charged directly to unassigned surplus. Securities filed with the SVO which receive a "6*" designation may carry a value greater than zero. Securities are assigned a NAIC 5* designation if the Company certifies that (1) the documentation necessary to permit a full credit analysis does not exist, (2) the issuer or obligor is current on all contracted interest and principal payments and (3) the Company has an actual expectation of ultimate repayment of all contracted interest and principal. Securities with a NAIC 5* designation are deemed to possess the credit characteristics of securities assigned a NAIC 5 designation. Provisions made for impairment are recorded as realized investment losses when declines in fair value are determined to be other than temporary. Income recognition for LBaSS is determined using the effective yield method and estimated cash flows. Prepayment assumptions for single-class and multi-class mortgage-backed securities ("MBS") and ABS were obtained from an outside vendor or internal estimates. The Company uses independent pricing services and broker quotes in determining the fair value of its LBaSS. The Company uses the retrospective adjustment method to account for the effect of unscheduled payments affecting high credit quality securities, while securities with less than high credit quality and securities for which the collection of all contractual cash flows is not probable are both accounted for using the prospective adjustment method. 11 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) Risk-based capital ("RBC") charges are based on the final NAIC designation. For LBaSS, NAIC designations are determined with a multi-step approach. The initial designation is used to determine the statement value of the security. The final NAIC designation is used for reporting and affects RBC. The final NAIC designation is determined in one of three ways for 2011. The final NAIC designation for most RMBS and CMBS is determined by financial modeling conducted by BlackRock and PIMCO, respectively. RMBS and CMBS that are not financially modeled, primarily due to a lack of publicly available information and most remaining LBaSS are subject to a modified rating based on an NAIC matrix and the Company's statement value for the security. For credit tenant loans, equipment trust certificates, any corporate-like securities rated by the NAIC's SVO, interest only securities, and those securities with an original NAIC designation of 1, 5*, 6, or 6*, the final NAIC designation is based on the SVO or Acceptable Rating Organization ("ARO") rating and is not subject to a modified rating or financial modeling. Preferred Stocks Preferred stocks with NAIC designations of "1" through "3" are carried at amortized cost. All other preferred stocks are stated at the lower of cost, amortized cost or fair value, with unrealized investment losses charged directly to unassigned surplus. Provisions made for impairment are recorded as realized investment losses when declines in fair value are determined to be other than temporary. Common Stocks Investments in U.S. domiciled insurance Subsidiary, Controlled, and Affiliated ("SCA") entities are recorded based on the underlying audited statutory equity of the respective entity's statutory financial statements, adjusted for unamortized goodwill, if applicable. Undistributed equity in earnings of affiliates is included in unassigned surplus as a component of unrealized investment gains or losses. Dividends received from such affiliates are recorded as investment income when received. Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents include cash on hand, amounts due from banks and highly liquid debt instruments that have original maturities of three months or less at date of purchase and are stated at amortized cost, which approximates fair value. Short-term investments consist of securities that have original maturities of greater than three months and less than twelve months at date of purchase and are stated at amortized cost, which approximates fair value. Contract Loans Contract loans are carried at unpaid balances, which include unpaid principal plus accrued interest, including 90 days or more past due. All loan amounts in excess of the contract cash surrender value are considered non-admitted assets. Other Invested Assets Other invested assets principally consist of investments in limited partnerships and limited liability companies and are accounted for using the equity method. Investments in these assets, except for joint ventures, partnerships and limited liability companies with a minor ownership interest, shall be reported using an equity method as defined in Statement of Statutory Accounting Principles ("SSAP") No. 97 - "Investments in Subsidiary, Controlled and Affiliated Entities, A Replacement of SSAP No. 88" ("SSAP 97"). Pursuant to SSAP 97, such investments are generally reported based on audited U.S. GAAP equity, with subsequent adjustment to a statutory basis of accounting, if applicable. Joint ventures, partnerships and limited liability companies in which the Company has a minor ownership interest (i.e., less than 10 percent) or lacks control, were generally recorded based on the underlying audited U.S. GAAP equity of the investee, with some prescribed exceptions. SSAP No. 48 - "Joint Ventures, Partnerships and Limited Liability Companies" ("SSAP 48"), allows the use of (a) the U.S. GAAP basis equity as set forth in the footnote reconciliation of foreign GAAP equity and income to U.S. GAAP within the audited foreign GAAP financial 12 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) statements or (b) the International Financial Reporting Standards ("IFRS") basis equity in the audited IFRS prepared financial statements as an acceptable basis for the valuation of minor/non-controlled investments. In addition, the audited U.S. tax basis equity may also be used in certain circumstances. All investments in other invested assets in which underlying audited U.S. GAAP financial statements, or another acceptable audited basis of accounting as described above were not available have been non-admitted as assets as required by SSAPs 48 and/or 97. The Company did not have any non-admitted partnership investments at December 31, 2011 and 2010. Undistributed accumulated earnings of such entities are included in unassigned surplus as a component of unrealized investment gains or losses. Distributions received that are not in excess of the undistributed accumulated earnings are recognized as investment income. Impairments that are determined to be other-than-temporary are recognized as realized losses. Investment Income Due and accrued income is excluded from investment income for bonds and other invested assets when collection of interest is overdue by more than 90 days or is uncertain, and for mortgage loans when loans are foreclosed or delinquent in payment for greater than 90 days, or when collection of interest is uncertain. Net Realized Capital Gains (Losses) Realized investment gains and losses, which are determined by using the specific identification method, are reflected in income net of applicable federal income taxes and transfers to the interest maintenance reserve ("IMR"). Bonds Impairments The Company regularly evaluates its investments for OTTI in value. The determination that a security has incurred an OTTI in value and the amount of any loss recognition requires the judgment of the Company's management and a continual review of its investments. For bonds, other than LBaSS, an OTTI shall be considered to have occurred if it is probable that the Company will not be able to collect all amounts due under the contractual terms in effect at the acquisition date of the debt security. If it is determined an OTTI has occurred, the cost basis of bonds are written down to fair value. For LBaSS, a non-interest related (i.e., credit related) OTTI (resulting from a decline in value due to fundamental credit problems of the issuer) is recognized when the projected discounted cash flows for a particular security are less than its amortized cost. When a non-interest related OTTI occurs, the LBaSS is written down to the present value of cash flows expected to be collected. An OTTI is also deemed to have occurred if the Company intends to sell the LBaSS or does not have the intent and ability to retain the LBaSS until recovery. When this occurs, the LBaSS is written down to fair value. In assessing whether a non-interest impairment has occurred for LBaSS, the Company performs evaluations of expected future cash flows. Certain critical assumptions are made with respect to the performance of the securities. When estimating future cash flows, management considers historical performance of underlying assets and available market information as well as bond-specific structural considerations, such as credit enhancement and priority of payment structure of the security. In addition, the process of estimating future cash flows includes, but is not limited to, the following critical inputs, which vary by asset class: . Current delinquency rates; . Expected default rates and timing of such defaults; . Loss severity and timing of any such recovery; . Expected prepayment speeds; and . Ratings of securities underlying structured products. In periods subsequent to the recognition of an OTTI loss, the Company generally accretes the difference between the new cost basis and the cash flows expected to be collected, if applicable, as interest income over the remaining life of the security based on the amount and timing of future estimated cash flows. 13 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) Non-admitted Assets All assets specifically designated as non-admitted and assets not designated as admitted, such as a negative IMR, a certain portion of DTAs, prepaid assets, electronic data processing ("EDP") equipment assets, agents' balances or other receivables over 90 days, are excluded from admitted assets and the change in the aggregate amount of such assets is reflected as a separate component of unassigned surplus. Non-admitted assets amounted to $7 million and $4 million at December 31, 2011 and 2010, respectively. IMR The IMR is calculated based on methods prescribed by the NAIC and was established to prevent large fluctuations in interest related investment gains and losses resulting from sales (net of taxes) and interest related OTTI (net of taxes). An interest related OTTI occurs when the Company, at the balance sheet date, has the intent to sell an investment or does not have the intent and ability to hold the security before recovery of the cost of the investment. For LBaSS, if the Company recognizes an interest related OTTI, the non-interest related OTTI is booked to the asset valuation reserve ("AVR"), and the interest related portion to IMR. Such gains and losses are deferred into the IMR and amortized into income using the grouped method over the remaining contractual lives of the securities sold. The negative IMR balances of $3 million and $4 million were considered non-admitted assets at December 31, 2011 and 2010, respectively. AVR The AVR is used to stabilize surplus from fluctuations in the market value of bonds, stocks, mortgage loans, real estate, limited partnerships and other investments. Changes in the AVR are accounted for as direct increases or decreases in surplus. Policy Reserves and Deposit Fund Liabilities Life, annuity, and health reserves are developed by actuarial methods and are determined based on published tables using specified interest rates, mortality or morbidity assumptions, and valuation methods prescribed or permitted by statutes that will provide, in the aggregate, reserves that are greater than or equal to the minimum or guaranteed policy cash values or the amounts required by the ILDOI. The Company does not return unearned premiums when a loss is incurred. The Company returns unearned premiums upon cancellation of its policies. Additional reserves are established when the results of cash flow testing under various interest rate scenarios indicate the need for such reserves or the future valuation of net premiums exceed the future guaranteed gross premiums on any insurance in force. The reserve for future policy benefits includes aggregate actuarial reserves prepared in accordance with state statutes and administrative regulations. The reserves are stated after deductions for reinsurance ceded to other companies primarily on a coinsurance basis. The aggregate reserve for life policies has been calculated primarily using the Net Level Reserve Method. The 1958 Commissioners Standard Ordinary Mortality and the 1980 Commissioners Extended Term Mortality Table assuming interest rates of 3 percent to 4.5 percent, have been principally used in making these reserve computations. The aggregate reserve for accident and health policies consists primarily of Present Value of Amounts Not Yet Due on claims using the 1987 Commissioners Group Disability Table using interest rates from 4.00 percent to 4.50 percent. For future benefits payable on current waiver of premium claims, disabled life reserves have been based on the 1970 Kreiger Table, assuming an interest rate from 3.25 percent to 7.75 percent. For claims reported and unreported to the Company on which available information is insufficient to establish the tabular reserve, the Company carries an average claims value based on past experience. The Company performs annual cash flow testing in accordance with the Actuarial Opinion and Memorandum Regulation to ensure adequacy of the reserves. No additional reserves were required in 2011 or 2010 as a result of this analysis. 14 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) At December 31, 2011, the Company had Life policy reserves of $664 thousand for which gross premiums are less than the net premiums according to the standard calculation set by the State of Illinois. Policy and Contract Claims Policy and contract claims represent the ultimate net cost of all reported and unreported claims incurred during the year. Reserves for unpaid claims are estimated using individual case-basis valuations and statistical analysis. Those estimates are subject to the effects of trends in claim severity and frequency. The estimates are continually reviewed and adjusted as necessary, as experience develops or new information becomes known; such adjustments are included in current operations. Premiums and Related Expenses Life premiums are recognized as income over the premium paying periods of the related policies. Health premiums are earned ratably over the terms of the related insurance and reinsurance contracts or policies. Acquisition costs such as sales commissions and other expenses related to the production of new business are charged to the statutory statements of operations as incurred. Reinsurance Reinsurance premiums and benefits paid or provided are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Allocated Expenses Pursuant to a cost allocation agreement, the Company purchases administrative, investment management, accounting, marketing and data processing services from AIG or its subsidiaries. The allocation of costs for investment management services is based on the level of assets under management. The allocation of costs for other services is based on estimated levels of usage, transactions or time incurred in providing the respective services. Income Taxes The Company is included in the consolidated federal income tax return of its ultimate parent, AIG. Under the tax sharing agreement with AIG, taxes are recognized and computed on a separate company basis. To the extent that benefits for net operating losses, foreign tax credits or net capital losses are utilized on a consolidated basis, the Company would recognize tax benefits based upon the amount of those deductions and credits utilized in the consolidated federal income tax return. The federal income tax expense or benefit reflected in the statutory statements of operations represents income taxes provided on income that is currently taxable, but excludes tax on the net realized capital gains or losses. Income taxes on capital gains or losses reflect differences in the recognition of capital gains or losses on a statutory book basis versus a tax accounting basis. The most significant of such differences involve impairments of investments, which are recorded as realized losses in the statutory statements of operations but are not recognized for tax purposes, and the deferral of net capital gains and losses into the IMR for statutory book income but not for taxable income. Capital gains and losses on certain related-party transactions are recognized for statutory financial reporting purposes but are deferred for income tax reporting purposes until the security is sold to an outside party. A net DTA or deferred tax liabilities ("DTL") is included in the statutory statements of admitted assets, liabilities and capital and surplus, which reflects the expected future tax consequences of temporary differences between the statement values of assets and liabilities for statutory financial reporting purposes and the amounts used for income tax reporting purposes. The change in the net DTA and DTL is reflected in a separate component of unassigned surplus. Net DTA are limited to their admissible amount according to a prescribed formula. 15 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) CORRECTION OF ERRORS SSAP No. 3, "Accounting Changes and Corrections of Errors" requires that corrections of errors related to prior periods be reported as adjustments to unassigned surplus. During 2011, the Company corrected the long term disability and life reserves as a result of errors in calculations. These out-of-period errors corrected change in life, annuity, accident and health reserves, resulting in a $1.2 million decrease to surplus. These errors are immaterial to the 2011 statutory financial statements taken as a whole. ACCOUNTING CHANGES SSAP 5R SSAP No. 5, "Liabilities, Contingencies and Impairments of Assets" ("SSAP 5") was revised ("SSAP 5R") effective January 1, 2011 to adopt Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 460, Guarantees, with modifications. These revisions require entities to record a liability it has undertaken in issuing a guarantee even if the likelihood of having to make a payment under the guarantee is remote. These changes did not have a material impact on the Company's statutory financial statements. SSAP 35R SSAP No. 35, "Guaranty Fund and Other Assessments" ("SSAP 35") was revised ("SSAP 35R") effective January 1, 2011 to adopt the GAAP guidance in ASC 405-30 "Insurance-Related Assessments" (Statement of Position 97-3 "Accounting by Insurance and Other Enterprises for Insurance-Related Assessments") with some modifications. The revised SSAP modifies the requirement for recognizing liabilities for insurance related assessments. Under the new guidance the liability is not recognized until the event obligating the entity to pay a probable or imposed assessment has occurred. This impacts prospective-premium based guaranty fund assessments as the event that obligates the entity is the writing of, or becoming obligated to write or renew the premiums on which future assessments are to be based. These revisions primarily affect property and casualty companies and did not have a material impact on the Company's statutory financial statements. SSAP 43R SSAP No. 43R, "Loan-backed and Structured Securities" ("SSAP 43R") was revised effective January 1, 2011 to require that gains and losses be bifurcated between the IMR and the AVR based on management's analysis, regardless of whether the gain or loss occurs due to a sale or a loss occurs due to OTTI. In addition, revisions to the definition of LBaSS has expanded the population of investments that are classified as LBaSS, including but not limited to pass-through securities, lease-backed securities, equipment trust certificates and credit tenant loans. These changes did not have a material impact on the Company's statutory financial statements. SSAP 10R SSAPs No. 10R, "Income Taxes - Revised, A Temporary Replacement of SSAP No. 10" ("SSAP 10R"), modifies two components of the admission calculation that may be utilized by certain reporting entities subject to RBC requirements that meet certain RBC thresholds: a) an up to three year reversal period for temporary differences instead of one year and b) 15 percent capital and surplus limit instead of 10 percent. Gross DTA are also subject to reduction by a valuation allowance if it is more likely than not that some portion or all of the gross DTA will not be realized. This guidance was originally temporarily effective for annual 2009 and interim and annual 2010 statutory financial statements. Subsequent adopted revisions extended the SSAP 10R sunset clause through 2011 and incorporated additional disclosures for tax-planning strategies. The increased amount in admitted DTA is separately reported in the statutory statement of changes in capital and surplus and the capital and surplus section of the statutory statement of admitted assets, liabilities and capital and surplus. See Note 8 for further detail. 16 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) SSAP 101 Effective January 1, 2012, SSAP No. 101, "Income Taxes" ("SSAP 101") states that statutory DTAs that are more likely than not to be realized are limited to: 1) the amount of federal income taxes paid in prior years that can be recovered through loss carrybacks that corresponds with the Internal Revenue Code tax loss carryback provisions but not to exceed three years for existing temporary differences that reverse by the end of the subsequent calendar year, plus 2) the lesser of the remaining gross DTA expected to be realized within three years of the balance sheet date or 15 percent of the capital and surplus excluding any net DTA, EDP equipment and operating software and any net positive goodwill, provided the Company's end of year RBC is greater than 300 percent, plus 3) the amount of the remaining gross DTA that can be offset against existing gross DTL taking into account the tax character of the DTA and DTL and the reversal pattern of the temporary differences. DIFFERENCES IN STATUTORY ACCOUNTING AND U.S. GAAP ACCOUNTING The accompanying statutory financial statements have been prepared in accordance with accounting practices prescribed or permitted by the ILDOI. These accounting practices vary in certain respects from U.S. GAAP. The primary differences between NAIC SAP and U.S. GAAP are as follows. Under NAIC SAP, investments in insurance subsidiaries are recorded based upon the underlying statutory equity of a subsidiary with all undistributed earnings or losses shown as an unrealized gain or loss in unassigned surplus. Dividends received by the parent company from its subsidiaries are recorded through net investment income. Under U.S. GAAP, subsidiaries' financial statements are combined with the parent company's financial statements through the consolidation accounting. All intercompany balances and transactions are eliminated under U.S. GAAP. Dividends received by the parent company from its subsidiaries reduce the parent company's investment in the subsidiaries. Under NAIC SAP, certain assets designated as "non-admitted," principally a negative IMR, certain DTA, receivables, computer software, agents' debit balances, receivables over 90 days, and prepaid expenses, are excluded from the accompanying statutory statements of admitted assets, liabilities, and capital and surplus and are charged directly to unassigned surplus. Under NAIC SAP, the policy acquisition costs that vary with and are primarily related to the acquisition of new business are expensed when incurred. Under U.S. GAAP, acquisition costs related to interest-sensitive life insurance contracts, investment contracts, and participating life insurance contracts, to the extent recoverable from future gross profits, are deferred and amortized, generally in proportion to the present value of expected future gross profit margins. For all other insurance contracts, to the extent recoverable from future policy revenues, deferred policy acquisition costs are amortized over the premium-paying period of the related contracts using assumptions that are consistent with those used in computing policy benefit reserves. Under NAIC SAP, when deferred premiums exist, statutory deferred premiums are held as a statutory asset and under U.S. GAAP, deferred premiums are held as a contra-liability in the future policy benefits liability. Under NAIC SAP, a liability for reinsurance balances has been provided for unsecured policy reserves, unearned premiums, and unpaid losses ceded to reinsurers not licensed to assume such business. Changes to these amounts are credited or charged directly to unassigned surplus. Under U.S. GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings. Under NAIC SAP, policy and contractual liabilities ceded to reinsurers have been reported as reductions of the related reserves, rather than as assets as required under U.S. GAAP. Under NAIC SAP, loading is the difference between the gross and valuation net premium. Valuation net premium is calculated using valuation assumptions which are different for statutory and U.S. GAAP. Statutory valuation assumptions are set by the Company within limits as defined by statutory law. U.S. GAAP valuation assumptions are set by the Company based on management's estimates and judgments. 17 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) Under NAIC SAP, the Commissioner's Reserve Valuation Method is used for the majority of individual insurance reserves; under U.S. GAAP, individual insurance policyholder liabilities for traditional forms of insurance are generally established using the net level premium method. For interest-sensitive policies, a liability for policyholder account balances is established under U.S. GAAP based on the contract value that has accrued to the benefit of the policyholder. Policy assumptions used in the estimation of policyholder liabilities are generally prescribed under NAIC SAP; under U.S. GAAP, policy assumptions are based upon best estimates as of the date the policy was issued, with provisions for the risk of adverse deviation. Under NAIC SAP, reserves for deposit-type contracts are based upon their accumulated values, discounted at an annual statutory effective rate, while under U.S. GAAP, reserves for deposit-type contracts are recorded at their accumulated values. Under NAIC SAP, SSAP 10R modifies two components of the admission calculation that may be utilized by certain reporting entities subject to RBC requirements that meet certain RBC thresholds: a) an up to three year reversal period for temporary differences instead of one year and b) 15 percent capital and surplus limit instead of 10 percent. Gross DTA are also subject to reduction by a valuation allowance if it is more likely than not that some portion or all of the gross DTA will not be realized. This guidance was originally temporarily effective for annual 2009 and interim and annual 2010 financial statements. Subsequent adopted revisions extended the SSAP 10R sunset clause through 2011 and incorporated additional disclosures for tax-planning strategies. Under NAIC SAP, investments in bonds and preferred stocks are generally reported at amortized cost. However, if bonds are designated category "6" and preferred stocks are designated categories "4 - 6" by the NAIC, these investments are reported at the lesser of amortized cost or fair value with a credit or charge to unrealized investment gains or losses. For U.S. GAAP, such fixed-maturity investments are designated at purchase as held-to-maturity, trading, or available-for-sale. Held-to-maturity fixed-maturity investments are reported at amortized cost, and the remaining fixed-maturity investments are reported at fair value, with unrealized gains and losses reported in operations for those designated as trading and as a component of other comprehensive income for those designated as available-for-sale. Under NAIC SAP, all single-class and multi-class MBS or other ABS (e.g., collateralized mortgage obligations ("CMO"), MBS and ABS) are adjusted for the effects of changes in prepayment assumptions on the related accretion of discount or amortization of premium with respect to such securities using either the retrospective or prospective method. LBaSS that were other-than temporarily impaired prior to October 1, 2008 were written down to fair value. Bonds and other than LBaSS that were other-than temporarily impaired were written down to fair value. For U.S. GAAP purposes, all securities, purchased or retained, that represent beneficial interests in securitized assets (e.g., CMO, MBS and ABS securities), other than high credit quality securities, would be adjusted using the prospective method when there is a change in estimated future cash flows. If high-credit quality securities must be adjusted, the retrospective method would be used. For all fixed maturity securities, if it is determined that a decline in fair value is other than temporary, the cost basis of the security would be written down to the discounted estimated future cash flows, while the non-interest portion of the impairment would be recorded as an unrealized loss in other comprehensive income. Under NAIC SAP, joint ventures, partnerships and limited liability companies in which the Company has a minor ownership interest (i.e., less than 10 percent) or lacks control, were generally recorded based on the underlying audited U.S. GAAP equity of the investee. Under U.S. GAAP, joint ventures, partnerships and limited liability companies are carried at equity or cost depending on the equity ownership position and equity in earnings of partnerships carried at equity is recorded as investment income. Under NAIC SAP, the AVR is computed in accordance with a prescribed formula and represents a provision for possible fluctuations in the value of bonds, equity securities, mortgage loans, real estate, and other invested assets. Changes to the AVR are charged or credited directly to unassigned surplus. Under NAIC SAP, the Company reports an IMR which represents the net accumulated unamortized realized capital gains and losses attributable to changes in the general level of interest rates on sales of fixed income investments, principally bonds and mortgage loans. Such gains or losses are amortized into income on a straight-line basis over the remaining period to maturity based on groupings of individual securities sold in five-year bands. Realized gains 18 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) and losses are reported net of tax and transfers to the IMR, below net gain from operations. Under U.S. GAAP, pretax realized gains and losses are reported as a component of total revenues, with related taxes included in taxes from operations. The Company ceded its credit life and credit accident and health business effective December 31, 2006 under an indemnity coinsurance agreement. Under NAIC SAP, the Company recorded a reserve credit for the ceded reserves, and the reinsurance transaction resulted in a deferred gain recorded directly to special surplus funds. These deferred gains will be amortized into unassigned surplus as the Company is relieved of its legal liability to the policyholders and the reinsured reserves reduce. On a U.S. GAAP basis, the Company recorded an operating loss on the transaction, primarily due to premium deficiency loss recognition on the ceded business. A reconciliation of the Company's statutory net income to U.S. GAAP net income and statutory capital and surplus to U.S. GAAP shareholder's equity for the years ended December 31, 2011 and 2010 is as follows: NET INCOME (LOSS) CAPITAL AND SURPLUS ---------------- ------------------ 2011 2010 2011 2010 ------- ------- -------- -------- (In Thousands) As reported on a statutory basis $ 9,045 $11,739 $102,502 $106,053 Unrealized gains (losses) on invested assets - - 9,252 2,340 Deferred acquisition costs and costs of insurance purchased (719) (1,345) 449 1,168 Reserves (2,821) 223 (3,962) (2,317) Premiums receivable (24) (50) 27 - IMR 963 936 - - Investment income/valuation differences (74) (1,171) (861) (791) Income taxes (926) (2,274) (2,768) 4,545 AVR - - 2,391 3,819 Non-admitted assets - - 4,743 797 Earnings of consolidated subsidiaries - - (1,305) (1,282) Other (161) (81) 2,395 2,571 ------- ------- -------- -------- Total adjustments (3,762) (3,762) 10,361 10,850 ------- ------- -------- -------- As reported on a U.S. GAAP basis $ 5,283 $ 7,977 $112,863 $116,903 ======= ======= ======== ======== 19 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS BONDS AND STOCKS The statement value, gross unrealized gain, gross unrealized loss and the estimated fair value of bonds and preferred stocks by major security type at December 31, 2011 are as follows: GROSS GROSS STATEMENT UNREALIZED UNREALIZED ESTIMATED VALUE GAIN LOSS FAIR VALUE DECEMBER 31, 2011 --------- ---------- ---------- ---------- (In Thousands) Bonds: U.S. Government obligations $ 8,000 $ 2,157 $ - $ 10,157 Special revenue 22,517 1,136 - 23,653 Industrial and miscellaneous 104,312 9,059 (3,950) 109,421 Hybrid securities 9,985 806 (822) 9,969 -------- ------- ------- -------- Total Bonds 144,814 13,158 (4,772) 153,200 Preferred Stocks 50 5 - 55 -------- ------- ------- -------- Total Bonds and Preferred Stocks $144,864 $13,163 $(4,772) $153,255 ======== ======= ======= ======== The statement value, gross unrealized gain, gross unrealized loss and the estimated fair value of bonds and preferred stocks by major security type at December 31, 2010 are as follows: GROSS GROSS STATEMENT UNREALIZED UNREALIZED ESTIMATED VALUE GAIN LOSS FAIR VALUE DECEMBER 31, 2010 --------- ---------- ---------- ---------- (In Thousands) Bonds: U.S. Government obligations $ 7,992 $ 990 $ - $ 8,982 Special revenue 1,836 37 - 1,873 Industrial and miscellaneous 86,759 5,909 (6,188) 86,480 Hybrid securities 9,985 889 (88) 10,786 Parent, subsidiaries, and affiliates 13,000 - - 13,000 -------- ------ ------- -------- Total Bonds 119,572 7,825 (6,276) 121,121 Preferred Stocks 49 1 (1) 49 -------- ------ ------- -------- Total Bonds and Preferred Stocks $119,621 $7,826 $(6,277) $121,170 ======== ====== ======= ======== At December 31, 2011 and 2010, bonds carried at amortized cost of $8 million were on deposit with regulatory authorities in accordance with statutory requirements. At December 31, 2011 and 2010, cost of affiliated common stocks held was $7 million. 20 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the Company's gross unrealized losses, including amounts on NAIC 6 and 6* bonds, and fair value on investment securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2011 and 2010 as follows: LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL ------------------- ------------------- ------------------- (In Thousands) ESTIMATED ESTIMATED ESTIMATED FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED DECEMBER 31, VALUE LOSSES VALUE LOSSES VALUE LOSSES 2011 --------- ---------- --------- ---------- --------- ---------- Bonds: Industrial & Miscellaneous $4,683 $(124) $23,974 $(3,826) $28,657 $(3,950) Hybrid securities 2,923 (572) 2,250 (250) 5,173 (822) ------ ----- ------- ------- ------- ------- Total $7,606 $(696) $26,224 $(4,076) $33,830 $(4,772) ====== ===== ======= ======= ======= ======= As of December 31, 2011, the Company held 13 individual bond securities that were in an unrealized loss position, of which 7 individual investments were in an unrealized loss position continuously for 12 months or more. LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL ------------------- ------------------- ------------------- (In Thousands) ESTIMATED ESTIMATED ESTIMATED FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED DECEMBER 31, VALUE LOSSES VALUE LOSSES VALUE LOSSES 2010 --------- ---------- --------- ---------- --------- ---------- Bonds: U.S. Government $107 $ - $ - $ - $ 107 $ - Industrial & Miscellaneous - - 28,006 (6,188) 28,006 (6,188) Hybrid securities - - 2,413 (88) 2,413 (88) Equity securities: Preferred stocks 41 (1) - - 41 (1) ---- --- ------- ------- ------- ------- Total $148 $(1) $30,419 $(6,276) $30,567 $(6,277) ==== === ======= ======= ======= ======= As of December 31, 2010, the Company held 11 individual bond securities that were in an unrealized loss position, of which 9 individual investments were in an unrealized loss position continuously for 12 months or more. At December 31, 2011, the statement value and estimated fair value of bonds by expected maturity are shown below. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or repay obligations with or without call or prepayment penalties. ESTIMATED STATEMENT FAIR VALUE VALUE DECEMBER 31, 2011 --------- --------- (In Thousands) Due in one year or less $ 2,615 $ 2,617 Due after one year through five years 25,375 26,503 Due after five years through ten years 27,553 29,392 Due after ten years 30,903 38,719 LBaSS 58,368 55,969 -------- -------- Total $144,814 $153,200 ======== ======== Bonds in or near default as to payment of principal or interest had an immaterial statement value at December 31, 2011 and 2010. The total amount excluded from due and accrued investment income for bonds was $486 thousand and $424 thousand at December 31, 2011 and 2010, respectively. 21 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) At December 31, 2011, the Company's bond portfolio included $9 million of bonds not rated investment grade by the NAIC guidelines (categories 3-6). These bonds accounted for 4.7 percent of the Company's total assets and 5.2 percent of invested assets. The holdings of below investment grade bonds are well diversified and of satisfactory quality based on the Company's investment policies and credit standards. At December 31, 2011, the Company had no individual investments that exceeded 10 percent of the Company's total capital and surplus. At December 31, 2010 the Company's investments included two investments that exceeded 10 percent of the Company's total capital and surplus. One investment was a short-term money market investment of $38 million, the other was an affiliated bond of $13 million. LBASS The Company determines fair value of LBaSS based on the amount at which a security could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The majority of the Company's ABS, RMBS, CMBS, and collateralized debt obligations ("CDO") are priced by approved commercial pricing vendors and broker dealer quotations. A small portion of the LBaSS that are not traded in active markets are priced by market standard internal valuation methodologies, which include discounted cash flow methodologies and matrix pricing. The estimated fair values are based on available market information and management's judgments. The fair value and statement value of the Company's LBaSS as of December 31, 2011 and 2010 were as follows: ESTIMATED STATEMENT FAIR VALUE VALUE DECEMBER 31, 2011 ---------- --------- (In Thousands) LBaSS $55,969 $58,368 ESTIMATED STATEMENT FAIR VALUE VALUE DECEMBER 31, 2010 ---------- --------- (In Thousands) LBaSS $20,128 $25,557 Prepayment assumptions for single class, multi-class MBS and ABS were obtained from independent third party services or internal estimates. These assumptions are consistent with the current interest rate and economic environment. At December 31, 2011 and 2010, the Company had exposure to a variety of LBaSS including, but not limited to, RMBS, CMBS and CDO. These securities could have significant concentrations of credit risk by country, geographical region, property type, servicer or other characteristics. As part of its quarterly surveillance process, the Company takes into account many of these characteristics in making its assessment of OTTI. At December 31, 2011 and 2010, the Company did not have any securities within the scope of SSAP 43R with a recognized OTTI due to the intent to sell or an inability or lack of intent to retain the security for a period of time sufficient to recover the amortized cost basis. 22 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) At December 31, 2011, the Company held the following LBaSS for which it had recognized non-interest related OTTI subsequent to the adoption of SSAP 43R:
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE OF AMORTIZED COST STATEMENT BEFORE CURRENT PROJECTED RECOGNIZED AFTER CURRENT FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS OTTI OTTI TIME OF OTTI REPORTED ----- -------------- ---------------- ---------- -------------- ------------- --------- (In Thousands) 466247KF9 $ 154 $ 114 $40 $ 114 $ 113 4Q09 466247KE2 601 566 35 566 269 1Q10 466247KF9 112 61 51 61 114 1Q10 466247KE2 537 524 13 524 271 3Q10 126694LE6 2,916 2,908 8 2,908 2,446 4Q10 126694LE6 2,852 2,814 38 2,814 2,458 1Q11 466247KE2 472 461 11 461 435 1Q11 466247KE2 441 439 2 439 379 2Q11 466247KE2 419 371 48 371 387 3Q11 126694LE6 2,732 2,693 39 2,693 2,455 3Q11 126694LE6 2,614 2,604 10 2,604 2,368 4Q11
The aggregate amount of unrealized losses and fair values for such securities, segregated between those securities that have been in a continuous unrealized loss position for less than 12 months and greater than 12 months, respectively, were as follows:
LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL DECEMBER 31, 2011 -------------------- -------------------- -------------------- (In Thousands) ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES ---------- ---------- ---------- ---------- ---------- ---------- LBaSS $4,445 $(627) $23,573 $(3,727) $28,018 $(4,354) LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL DECEMBER 31, 2010 -------------------- -------------------- -------------------- (In Thousands) ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES ---------- ---------- ---------- ---------- ---------- ---------- LBaSS $ - $ (23) $20,644 $(5,550) $20,644 $(5,573)
In its OTTI assessment, the Company considers all information relevant to the collectability of the security, including past history, current conditions and reasonable forecasts when developing an estimate of future cash flows. Relevant analyst reports and forecasts for the asset class also receive appropriate consideration. The Company also considers how credit enhancements affect the expected performance of the security. In addition, the Company also considers its cash and working capital requirements and generally considers expected cash flows in relation to its business plans and how such forecasts affect the intent and ability to hold such securities to recovery of their amortized cost. The Company does not have any LBaSS for which it is not practicable to estimate fair values in accordance with SSAP No. 100, "Fair Value Measurements". 23 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The following table presents a roll-forward of the non-interest related OTTI for LBaSS for the years ended December 31, 2011 and 2010 is as follows: 2011 2010 ---- ---- (In Thousands) Opening Balance $189 $ 56 Increases due to: Credit impairments on new securities subject to impairment losses - 42 Additional credit impairment on previously impaired investments 148 91 Reduction due to: Credit impaired securities fully disposed for which there was no prior intent or requirement to sell 42 - ---- ---- Ending Balance $295 $189 ==== ==== OTHER INVESTED ASSETS The following pertains to other invested assets at December 31, 2011 and 2010, respectively: 2011 2010 ------ ------ (In Thousands) Investments in limited partnerships $1,099 $6,855 The Company recorded no impairment write-downs in joint ventures and partnerships in 2011 or 2010. INVESTMENT INCOME Major categories of net investment income are as follows: YEARS ENDED DECEMBER 31, ---------------- 2011 2010 ------- ------- (In Thousands) Bonds $ 8,371 $10,301 Preferred stocks 3 3 Common stocks - 16 Contract loans 10 12 Short-term investments and cash 30 64 Other invested assets 4,605 11 ------- ------- Gross investment income 13,019 10,407 Investment expenses (306) (201) ------- ------- Net investment income $12,713 $10,206 ======= ======= 24 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) CAPITAL GAINS AND LOSSES The net realized capital gains (losses) for 2011 and 2010 are summarized below: YEARS ENDED DECEMBER 31, ------------- 2011 2010 ---- ------ (In Thousands) Bonds $24 $ 471 Preferred & common stocks - 1,541 --- ------ Gross realized gains 24 2,012 Federal income tax expense (9) (39) Net losses transferred to IMR 3 48 --- ------ Net realized capital gains $18 $2,021 === ====== Proceeds from sales of bonds and preferred stocks, excluding maturities, and related gross realized capital gains and losses are as follows: 2011 2010 ---- ------ (In Thousands) Proceeds $355 $8,683 Gross realized gains $ 30 $ 457 Gross realized losses - (71) ---- ------ Total realized capital gains $ 30 $ 386 ==== ====== Change in unrealized appreciation (depreciation) of investments for 2011 and 2010 are summarized below: YEARS ENDED DECEMBER 31, ---------------- 2011 2010 ------- ------- (In Thousands) Bonds $ 23 $ (23) Preferred & common stocks 24 (1,631) Other invested assets (5,124) 1,413 Federal income tax benefit 1,785 - ------- ------- Net change in unrealized losses of investments $(3,292) $ (241) ======= ======= 4. FAIR VALUE MEASUREMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS The following estimated fair value disclosures are limited to reasonable estimates of the fair value of only the Company's financial instruments. The disclosures do not address the value of the Company's recognized and unrecognized nonfinancial assets and liabilities or the value of anticipated future business. The Company does not plan to sell most of its assets or settle most of its liabilities at these estimated fair values. 25 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Selling expenses and potential taxes are not included. The estimated fair value amounts were determined using available market information, current pricing information and various valuation methodologies. If quoted market prices were not readily available for a financial instrument, management determined an estimated fair value. Accordingly, the estimates may not be indicative of the amounts for which the financial instruments could be exchanged in a current or future market transaction. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Bonds: Fair value is based principally on value from independent pricing services, broker quotes and other independent information. Preferred stocks: Fair value is based principally on value from independent pricing services, broker quotes and other independent information. Common stocks (affiliated): Fair value of affiliated common stock is based on value from independent pricing services and broker quotes, when applicable. When those do not apply, the value is determined using the equity method of accounting based on the audited GAAP equity of the entity, excluding non-admitted amount. Contract loans: The fair values of policy loans were not estimated as the Company believes it would have to expend excessive costs for the benefits derived. Other invested assets: Fair value of limited partnerships is accounted for by using the equity method of accounting based upon the fair value of the net assets of the partnerships as determined by the general partners, and approximated statement value Cash and short-term investments: Statement values approximate fair values because of the relatively short period of time between origination and expected realization. Policyholder contract deposits: Fair value for policyholder contract deposits associated with investment contracts (those without significant mortality risk) not accounted for at fair value were estimated for disclosure purposes using discounted cash flow calculations based upon interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued. Where no similar contracts are being offered, the discount rate is the appropriate tenor swap rates (if available) or current risk-free interest rates consistent with the currency in which cash flows are denominated. The estimated fair values of the Company's financial instruments compared to their statement values at December 31, 2011 and 2010 were as follows: 2011 2010 ------------------- ------------------- ESTIMATED ESTIMATED FAIR STATEMENT FAIR STATEMENT VALUE VALUE VALUE VALUE --------- --------- --------- --------- (In Thousands) Assets: Bonds $153,200 $144,814 $121,121 $119,572 Preferred stocks 55 50 49 49 Contract loans 133 133 225 225 Other invested assets 1,099 1,099 6,855 6,855 Cash and short-term investments 8,166 8,166 38,014 38,014 Liabilities: Policyholder contract deposits 799 799 721 721 26 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Company had no assets and liabilities that are carried at fair value for the years ended December 31, 2011 and 2010. 5. AGGREGATE POLICY RESERVES AND DEPOSIT FUND LIABILITIES The following is a summary by major category for the reserves at December 31, 2011 and 2010: 2011 2010 -------- -------- (In Thousands) Life insurance $ 28,046 $ 43,201 Disability - disabled lives 3,315 3,247 Excess valuation of net premium over gross premium 664 770 Other 13 15 -------- -------- Subtotal 32,038 47,233 Reinsurance ceded (24,086) (39,430) -------- -------- Total life and annuity reserves 7,952 7,803 -------- -------- Accident and health Unearned premium reserves 13,365 12,649 Present value of amounts not yet due on claims 56,075 63,920 -------- -------- Subtotal 69,440 76,569 Reinsurance ceded (25,434) (33,179) -------- -------- Total accident and health reserves 44,006 43,390 -------- -------- Total aggregate policy reserves $ 51,958 $ 51,193 ======== ======== 6. PREMIUM DEFERRED AND UNCOLLECTED Deferred and uncollected insurance premiums (before deduction for amounts non-admitted) as of December 31, 2011 and 2010 were as follows: GROSS NET OF REINSURANCE NET OF LOADING DECEMBER 31, 2011 ------------ -------------- (In Thousands) Ordinary Renewal $ - $ - Group Life 3,515 3,515 ------ ------ Total $3,515 $3,515 ====== ====== GROSS NET OF REINSURANCE NET OF LOADING DECEMBER 31, 2010 ------------ -------------- (In Thousands) Ordinary Renewal $ (1) $ (1) Group Life 2,794 2,794 ------ ------ Total $2,793 $2,793 ====== ====== 27 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) Third-Party Administrators ("TPA") In 2011 the TPAs with direct premiums written of more than 5 percent of surplus were as follows (In Thousands): NAME AND ADDRESS OF TPA WITH PREMIUMS OF MORE EXCLUSIVE BUSINESS THAN 5 PERCENT OF SURPLUS FEI # CONTRACT WRITTEN AUTHORITY* PREMIUM ------------------------- ---------- --------- ---------- ---------- ------- American Insurance Admin, Inc. 31-1258935 No Group Life P $ 9,883 3070 Riverside Drive Columbus, OH 43221 Direct Response Ins. Admin. Serv. 41-1430210 No Group A&H P 6,932 7930 Century Blvd. Chanhassen, MN 53317 Affinity Insurance Services 36-3442411 No Group Life P 6,596 159 E. County Line Rd. Hatboro, PA 19040 ------- Total direct premiums of TPA's with more than 5 percent of surplus 23,411 Total direct premiums of TPA's with less than 5 percent of surplus 15,167 ------- Grand total of direct premiums for TPA's $38,578 ======= * P = Premium Collection 7. REINSURANCE The Company is routinely involved in reinsurance transactions covering all lines of business. Reinsurance involves having other insurance companies agree to accept certain risks from the Company (called "ceded reinsurance") or having the Company accept risks from other insurance companies (called "assumed reinsurance"). The primary purpose of ceded reinsurance is to protect the insurance company from potential losses in excess of what it is prepared to accept. Reinsurance may be on an individual policy basis or for a defined group of policies. Ceded reinsurance is treated as the liability of the Company that accepted the risk ("the reinsurer"); however, if the reinsurer could not meet its obligations, the Company would reassume the liability. The Company diversifies its risk of reinsurance loss by using a number of reinsurers that have strong claims-paying ability ratings. Reinsurance premiums assumed for the years ended December 31, 2011 and 2010 were $0.3 million. Reinsurance premiums ceded for the years ended December 31, 2011 and 2010 was $24 million. No reserves on reinsurance assumed were held at December 31, 2011 and 2010. The reserve credit taken on reinsurance ceded was $50 million and $73 million at December 31, 2011 and 2010, respectively. Amounts payable or recoverable for reinsurance on policy and contract liabilities are not subject to periodic or maximum limits. At December 31, 2011 and 2010, the Company's reinsurance recoverable were $1 million and $2 million, respectively. Some of the financial institutions to which the Company marketed its credit life and credit accident and health business established captive reinsurers that assume a portion of the risks underwritten by the Company through quota share agreements. Since these reinsurers are unauthorized, the Company requires them to maintain trust accounts to secure any outstanding reinsurance recoverables. However, the Company remains obligated for ceded amounts if the reinsurers do not meet their obligations. On December 31, 2006, the Company effectively exited the credit life and credit accident and health business entering into a 100 percent indemnity coinsurance agreement, under which Monumental Life Insurance Company, a member of the AEGON group, assumed certain specified in-force business. The Company retains all credit 28 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) insurance liabilities related to claims arising from losses incurred up to the December 31, 2006 effective date. The Company no longer issues new business for credit insurance. For employer group life business, the Company limits its exposure to $500 thousand on any one person per policy. For employer long term disability ("LTD"), the Company reinsures risks in excess of $6 thousand of monthly disability income. 8. FEDERAL INCOME TAXES The components of DTA and DTL and the calculation of the admitted DTA, for the current and prior periods, are as follows (In Thousands):
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE ------------------------- ------------------------- ------------------------- Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total -------- ------- ------- -------- ------- ------- -------- ------- ------- Gross DTA $ 4,827 $ 6,595 $11,422 $3,406 $ 5,832 $ 9,238 $ 1,421 $ 763 $ 2,184 Valuation Allowance - - - - (5,832) (5,832) - 5,832 5,832 ------- ------- ------- ------ ------- ------- ------- ------- ------- Adjusted Gross DTA 4,827 6,595 11,422 3,406 - 3,406 1,421 6,595 8,016 DTL (1,990) (307) (2,297) - - - (1,990) (307) (2,297) ------- ------- ------- ------ ------- ------- ------- ------- ------- Subtotal - Net DTA 2,837 6,288 9,125 3,406 - 3,406 (569) 6,288 5,719 DTA Nonadmitted - (4,310) (4,310) (146) - (146) 146 (4,310) (4,164) ------- ------- ------- ------ ------- ------- ------- ------- ------- Net Admitted DTA $ 2,837 $ 1,978 $ 4,815 $3,260 $ - $ 3,260 $ (423) $ 1,978 $ 1,555 ======= ======= ======= ====== ======= ======= ======= ======= =======
The Company has met the necessary RBC levels to be able to admit the increased amount of DTA under SSAP 10R, and an election has been made to admit DTA pursuant to SSAP 10R, which is the same election made for the prior year. The Company recorded an increase in admitted adjusted gross DTA as the result of its election to employ the provisions of paragraph 10.e. as follows (In Thousands):
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE ----------------------- ----------------------- ----------------------- Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total -------- ------- ------ -------- ------- ------ -------- ------- ------ Increase in Admitted - 10.e.i. $1,959 $ - $1,959 $1,754 $- $1,754 $205 $ - $ 205 Increase in Admitted - 10.e.ii. - 1,319 1,319 - - - - 1,319 1,319 Increase in Admitted - 10.e.iii. - - - - - - - - - ------ ------ ------ ------ -- ------ ---- ------ ------ $1,959 $1,319 $3,278 $1,754 $- $1,754 $205 $1,319 $1,524 ====== ====== ====== ====== == ====== ==== ====== ======
Components of the admissibility calculation are as follows (In Thousands):
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE ------------------------- ------------------------ ------------------------ Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total -------- ------- -------- -------- ------- ------- -------- ------- ------- SSAP 10R, paragraphs 10.a., 10.b., and 10.c.: (a) Paragraph 10.a. $ 1,022 $ 265 $ 1,287 $ 1,506 $- $ 1,506 $ (484) $ 265 $ (219) (b) Paragraph 10.b. - 395 395 - - - - 395 395 (c) Paragraph 10.b.i. - 395 395 - - - - 395 395 (d) Paragraph 10.b.ii. 9,612 395 10,007 9,978 - 9,978 (366) 395 29 (e) Paragraph 10.c. 1,990 307 2,297 - - - 1,990 307 2,297 ------- ------ -------- ------- -- ------- ------- ------ ------- (f) Total (a + b + e) $ 3,012 $ 967 $ 3,979 $ 1,506 $- $ 1,506 $ 1,506 $ 967 $ 2,473 ======= ====== ======== ======= == ======= ======= ====== ======= SSAP 10R, paragraph 10.e.: (g) Paragraph 10.e.i. $ 2,981 $ 265 $ 3,246 $ 3,260 $- $ 3,260 $ (279) $ 265 $ (14) (h) Paragraph 10.e.ii. - 1,714 1,714 - - - - 1,714 1,714 (i) Paragraph 10.e.ii.a. - 1,714 1,714 - - - - 1,714 1,714 (j) Paragraph 10.e.ii.b. 13,297 1,714 15,011 14,967 - 14,967 (1,670) 1,714 44 (k) Paragraph 10.e.iii. 1,846 307 2,153 0 - - 1,846 307 2,153 ------- ------ -------- ------- -- ------- ------- ------ ------- (l) Total (g + h + k) $ 4,827 $2,286 $ 7,113 $ 3,260 $- $ 3,260 $ 1,567 $2,286 $ 3,853 ======= ====== ======== ======= == ======= ======= ====== ======= SSAP 10R, paragraph 10.d.: Total Adjusted Capital $101,759 $108,118 $(6,359) Authorized Control Level 3,834 4,794 (960)
29 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The following table shows the percent of adjusted gross DTA and net admitted DTA that are due to tax-planning strategies: DECEMBER 31, 2011 --------------------- Ordinary Capital Total -------- ------- ----- Adjusted Gross DTA 0% 0% 0% Net Admitted Adjusted Gross DTA 0% 0% 0% The following table provides the Company's admitted DTA, admitted assets, statutory surplus, and total adjusted capital in the RBC calculation with the DTA calculated under SSAP 10R, paragraphs 10(a) to (c), and the increased balances resulting from application of SSAP 10R, paragraph 10.e., as of December 31, 2011 and 2010 (In Thousands):
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE ------------------------- ------------------------- ------------------------- Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total -------- ------- -------- -------- ------- -------- -------- ------- -------- SSAP 10R, paragraph 10.a. - 10.c.: Admitted Net DTA $1,022 $ 660 $ 1,682 $1,506 $- $ 1,506 $(484) $ 660 $ 176 Admitted Assets Before DTA - - 175,628 - - 186,892 - - (11,264) Adjusted Statutory Surplus - - 100,070 - - 99,779 - - 291 Total Adjusted Capital from DTA - - 1,682 - - 1,506 - - 176 Increased balances due to SSAP 10R, paragraph 10.e.: Admitted Net DTA $1,815 $1,319 $ 3,134 $1,754 $- $ 1,754 $ 61 $1,319 $ 1,380 Admitted Assets Before DTA - - 175,628 - - 186,892 - - (11,264) Statutory Surplus - - 3,134 - - 1,754 - - 1,380
The Company is not aware of any significant DTL that are not recognized in the statutory financial statements. Current tax and change in deferred tax (In Thousands): DECEMBER 31, --------------------- 2011 2010 CHANGE ------ ------ ------- Current income taxes: Federal income tax on the net gains from operations $1,703 $4,602 $(2,899) Federal income tax on net realized capital gains (losses) 9 39 (30) Utilization of capital loss carryforwards - - - ------ ------ ------- Federal income taxes incurred $1,712 $4,641 $(2,929) ====== ====== ======= 30 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, DTA: ------------------------- 2011 2010 CHANGE ------- ------- ------- Ordinary Policyholder reserves $ 3,157 $ 1,476 $ 1,681 Deferred acquisition costs 1,477 1,738 (261) Other 193 193 - ------- ------- ------- Subtotal 4,827 3,407 1,420 Statutory valuation allowance adjustment - - - Nonadmitted - (147) 147 ------- ------- ------- Admitted ordinary DTA 4,827 3,260 1,567 ------- ------- ------- Capital Investments 6,595 7,781 (1,186) Unrealized gains (losses) - (1,979) 1,979 Net capital loss carry-forward - 30 (30) ------- ------- ------- Subtotal 6,595 5,832 763 Statutory valuation allowance adjustment - (5,832) 5,832 Nonadmitted (4,310) - (4,310) ------- ------- ------- Admitted capital DTA 2,285 - 2,285 ------- ------- ------- Admitted DTA 7,112 3,260 3,852 ------- ------- ------- DECEMBER 31, DTL: ------------------------- 2011 2010 CHANGE ------- ------- ------- Ordinary Accrued Income 1,990 - 1,990 ------- ------- ------- Subtotal 1,990 - 1,990 Capital Investments 113 - 113 Unrealized gains (losses) 194 - 194 ------- ------- ------- Subtotal 307 - 307 ------- ------- ------- Admitted DTL 2,297 - 2,297 ------- ------- ------- Net DTA $ 4,815 $ 3,260 $ 1,555 ======= ======= ======= 31 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The change in net deferred income taxes is comprised of the following (this analysis is exclusive of non-admitted assets as the change in non-admitted assets and the change in net deferred income taxes are reported in separate components of capital and surplus) (In Thousands): DECEMBER 31, 2011 2010 CHANGE ------- ------ ------- Total adjusted DTA $11,422 $9,238 $ 2,184 Total DTL 2,297 - 2,297 ------- ------ ------- Net adjusted DTL $ 9,125 $9,238 (113) ======= ====== Tax effect of unrealized gains (losses) (1,786) ------- Change in deferred income tax for reconciliation below (1,899) Change in valuation allowance on gross DTA 5,832 Impact of SSAP 10R in surplus (1,524) ------- Change in net deferred income tax $ 2,409 ======= Reconciliation: The provision for incurred federal taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The significant items causing this difference are as follows ($ In Thousands): DECEMBER 31, 2011 DECEMBER 31, 2010 EFFECTIVE TAX EFFECTIVE TAX AMOUNT RATE AMOUNT RATE ------ ------------- ------ ------------- Income tax expense (benefit) at applicable rate $3,764 35.00% $5,067 35.00% Amortization of interest maintenance reserve 337 3.14% 328 2.27% Prior year return corrections - 0.00% 2,737 18.90% Surplus adjustments (412) -3.83% - 0.00% Other permanent adjustments (78) -0.73% (468) -3.23% Valuation Allowance on unrealized gains (losses) - 0.00% (828) -5.72% ------ ----- ------ ----- Total Statutory Income Tax Benefit / Expense $3,611 33.58% $6,836 47.22% ====== ===== ====== ===== Federal income taxes incurred $1,712 15.92% $4,641 32.06% Change in net deferred income taxes 1,899 17.66% 2,195 15.16% ------ ----- ------ ----- Total statutory income taxes $3,611 33.58% $6,836 47.22% ====== ===== ====== ===== Operating Loss and Tax Credit Carryforward: At December 31, 2011, the Company had no foreign tax credit carryforwards. At December 31, 2011, the Company had no operating loss carryforwards. At December 31, 2011, the Company had no capital loss carryforwards. The Company had no deposits admitted under Internal Revenue Code section 6603. The following is income tax incurred for 2010 and 2011 that is available for recoupment in the event of future net losses (In Thousands): Ordinary Capital Total -------- ------- ------ 2010 $3,956 $ - $3,956 2011 1,472 265 1,737 ------ ---- ------ Total $5,428 $265 $5,693 ====== ==== ====== 32 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Company will join in the filing of a consolidated federal income tax return with AIG. The Company has a written agreement with AIG under which each subsidiary agrees to pay AIG an amount equal to the consolidated federal income tax expense multiplied by the ratio that the subsidiary's separate return tax liability bears to the consolidated tax liability, plus one hundred percent of the excess of the subsidiary's separate return tax liability over the allocated consolidated tax liability. AIG agrees to pay each subsidiary for the tax benefits, if any, of net operating losses, net capital losses and tax credits which are not usable by the subsidiary but which are used by other members of the consolidated group. The Internal Revenue Service is currently examining the Company's tax returns for the taxable years 2003 to 2006. Although the final outcome of any issues raised in the examination is uncertain, the Company believes that the ultimate liability, including interest, will not materially exceed amounts recorded in the financial statements. The Company's taxable years 2001 to 2011 remain subject to examination by major tax jurisdictions. 9. CAPITAL AND SURPLUS RBC standards are designed to measure the adequacy of an insurer's statutory capital and surplus in relation to the risks inherent in its business. The RBC standards consist of formulas that establish capital requirements relating to asset, insurance, business and interest rate risks. The standards are intended to help identify companies, which are under-capitalized and require specific regulatory actions in the event an insurer's RBC is deficient. The RBC formula develops a risk-adjusted target level of adjusted statutory capital and surplus by applying certain factors to various asset, premium and reserve items. Higher factors are applied to more risky items and lower factors are applied to less risky items. Thus, the target level of statutory surplus varies not only because of the insurer's size, but also on the risk profile of the insurer's operations. At December 31, 2011, the Company exceeded RBC requirements that would require any regulatory action. The Company is subject to Illinois law that imposes restrictions on shareholder dividends. The maximum amount of dividends that can be paid by Illinois domiciled companies without prior approval of the Illinois Insurance Commissioner ("IIC") is limited to the greater of: (1) 10 percent of surplus as regards policyholders as of December 31, 2011; or (2) the net income of such insurer for the period ending December 31, 2011. The maximum amount of dividends that can be paid to the SAFG in the year 2012 without consent of the IIC is $10 million, which represents 10 percent of the Company's surplus as of December 31, 2011. The Company paid an ordinary cash dividend of $11 million to SAFG, the Company's immediate parent, on June 28, 2011. There were no dividends paid in 2010. The Company has 2,000,000 shares of capital stock authorized, issued and outstanding as of December 31, 2011, each with a par value of $1.25. The Company receives an allocation of its proportionate share of variable compensation expense from AIG. AIG forgave the Company's obligation associated with the variable compensation expense allocation in 2011 and 2010. The Company recorded the forgiveness of these obligations as capital contributions in the amount of $133 thousand and $42 thousand for the years ending December 31, 2011 and 2010, respectively, in accordance with paragraph 7 of SSAP No. 72, "Surplus and Quasi-reorganizations" ("SSAP 72"). These transactions did not involve an exchange of funds and had no net impact on the Company's surplus. 33 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) 10. RETIREMENT PLANS, DEFERRED COMPENSATION, POSTEMPLOYMENT BENEFITS, COMPENSATED ABSENCES AND OTHER POSTRETIREMENT BENEFIT PLANS The Company does not directly sponsor any defined benefit or defined contribution and does not participate in any multi-employer plans. EMPLOYEE RETIREMENT PLAN Employees of AIG, its subsidiaries and certain affiliated companies, including employees in foreign countries, are generally covered under various funded and insured pension plans. Eligibility for participation in the various plans is based on either completion of a specified period of continuous service or date of hire, subject to age limitation. The AIG Retirement Plan ("AIG U.S. Plan") is a qualified, non-contributory defined benefit retirement plan which is subject to the provisions of the Employee Retirement Income Security Act ("ERISA") of 1974. All employees of AIG and most of its subsidiaries and affiliates who are regularly employed in the U.S., including certain U.S. citizens employed abroad on a U.S. dollar payroll, and who have attained age 21 and completed twelve months of continuous service are eligible to participate in this plan. An employee with 5 or more years of service is entitled to pension benefits beginning at normal retirement at age 65. Benefits are based upon a percentage of average final compensation multiplied by years of credited service limited to 44 years of credited service. The average final compensation is subject to certain limitations. The employees may elect certain options with respect to their receipt of their pension benefits including a joint and survivor annuity. An employee with 10 or more years of service may retire early from age 55 to 64. An early retirement factor is applied resulting in a reduced benefit. If an employee terminates with less than 5 years of service, such employee forfeits his or her right to receive any accumulated pension benefits. The Company is jointly and severally responsible with AIG and other participating companies for funding obligations for the AIG U.S. Plan, ERISA qualified defined contribution plans and ERISA plans issued by other AIG subsidiaries (the "ERISA Plans"). If the ERISA Plans do not have adequate funds to pay obligations due participants, the Pension Benefit Guaranty Corporation or Department of Labor could seek payment of such amounts from the members of the AIG ERISA control group, including the Company. Accordingly, the Company is contingently liable for such obligations. The Company believes that the likelihood of payment under any of these plans is remote. Accordingly, the Company has not established any liability for such contingencies. Annual funding requirements are determined based on the "traditional unit credit" cost method. The objective under this method is to fund each participant's benefit under the plan as it accrues. Thus, the total pension to which each participant is expected to become entitled at retirement is broken down into units, each associated with a year of past or future credited service. Effective April 1, 2012, the AIG U.S. Plan and AIG Excess plans were converted from final average pay to cash balance formulas comprised of pay credits based on 6 percent of a plan participant's annual compensation (subject to Internal Revenue Service ("IRS") limitations for the qualified plan) and annual interest credits. However, employees satisfying certain age and service requirements remain covered under the final average pay formula in the respective plans. The following table sets forth the funded status of the AIG U.S. Plan, valued in accordance with SSAP No. 89, "Accounting for Pensions": 2011 2010 ---------- ---------- (In Thousands) Fair value of plan assets $3,432,515 $3,424,553 Less projected benefit obligation 4,219,931 3,574,840 ---------- ---------- Funded status $ (787,416) $ (150,287) ========== ========== 34 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The weighted average assumptions that were used to determine its pension benefit obligations as of December 31, 2011 and 2010 are set forth in the table below: 2011 2010 ----------------- ----------------- Discount rate 4.62% 5.50% Rate of compensation increase (average) 4.00% 4.00% Measurement date December 31, 2011 December 31, 2010 In 2011 and 2010, AIG allocated defined benefit expenses to the Company and its affiliates. The Company's allocated share of net expense for the AIG U.S. Plan was approximately $177 thousand and $198 thousand for 2011 and 2010, respectively. The American General Corporation ("AGC") retirement plan was merged into the AIG U.S. Plan effective January 1, 2002. Benefits for AGC participants were changed effective January 1, 2003 to be substantially similar to the AIG U.S. Plan's benefits subject to grandfathering requirements. SAFG employees began participation and accruing benefits in the AIG U.S. Plan commencing January 1, 2003. Vesting in the AIG plan begins on the later of January 1, 1999 or date of hire for SAFG employees. The 2010 AIG U.S. Plan information reflects the impact of divestitures of A. I. Credit Corp P & C segment ("AI Credit P&C"), AIG Global Asset Management Holdings Corp. et al ("Bridge"), American Life Insurance Company et al ("ALICO") and American General Finance et al ("AGF") during 2010. AIG also sponsors several unfunded nonqualified defined benefit plans for certain employees, including key executives, designed to supplement pension benefits provided by AIG's other retirement plans. These include the AIG Excess Retirement Income Plan, which provides a benefit equal to the reduction in benefits payable to certain employees under the AIG U.S. Plan as a result of federal tax limitations on compensation and benefits payable, and the Supplemental Executive Retirement Plan ("SERP"), which provides additional retirement benefits to designated executives. The results in this footnote do not include the nonqualified plans. POST-RETIREMENT BENEFIT PLANS AIG's U.S. postretirement medical and life insurance benefits are based upon the employee electing immediate retirement and having a minimum of 10 years of service. Retirees and their dependents that were 65 years old by May 1, 1989 participate in the medical plan at no cost. Employees who retired after May 1, 1989 or prior to January 1, 1993 pay the active employee premium if under age 65 and 50 percent of the active employee premium if over age 65. Retiree contributions are subject to adjustment annually. Other cost sharing features of the medical plan include deductibles, coinsurance and Medicare coordination and a lifetime maximum benefit of $5 million. The maximum life insurance benefit prior to age 70 is $33 thousand, with a maximum $25 thousand thereafter. Effective January 1, 1993 both plans' provisions were amended: employees who retire after January 1, 1993 are required to pay the actual cost of the medical insurance benefit premium reduced by a credit which is based upon years of service at retirement. The life insurance benefit varies by age at retirement from $5 thousand for retirement at age 55 through 59 and $10 thousand for retirement at ages 60 through 64 and $15 thousand from retirement at ages 65 and over. AIG's U.S. postretirement medical and life insurance benefits obligations, valued in accordance with SSAP No. 14, "Postretirement Benefits Other Than Pensions", as of December 31, 2011 and 2010 were $202 million. These obligations are not funded currently. The Company's allocated share of other postretirement benefit plan expenses were $8 thousand and $24 thousand for the years ended December 31, 2011 and 2010, respectively. Amounts for four Puerto Rico postretirement medical plans have also been included in the 2011 and 2010 figures. The 2010 postretirement medical plan information reflects the impact of divestiture of AI Credit P&C, Bridge, ALICO and AGF during 2010. 35 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) Effective April 1, 2012, the Company subsidy for the retiree medical plan will only be provided to employees whose combination of age and credited service is equal to or greater than 65 points, who are at least age 55, and have at least 5 years of credited service as of March 31, 2012. The retiree plan will only provide access to coverage for all other retirees, but the Company subsidy will no longer be available to them. As sponsor of the AIG U.S. Plan and other benefit plans, AIG is ultimately responsible for the maintenance of these plans in compliance with law. The Company is not directly liable for obligations under the plan; its direct obligations result from AIG's allocation of its share of expenses from the plans. Such allocation is based on the Company's payroll. OTHER Some of the Company's officers and key employees receive share-based compensation pursuant to awards granted under the AIG 2010 Stock Incentive Plan, including share-based cash settled awards, such as the Stock Salary and Troubled Asset Relief Program Restricted Stock Unit Awards, and several other legacy AIG-sponsored employee compensation plans, that are linked to AIG common stock. Share-based cash settled awards are recorded as liabilities until the final payout is made or the award is replaced with a stock-settled award. Unlike stock-settled awards, which have a fixed grant-date fair value (unless the award is subsequently modified), the fair value of unsettled or unvested liability awards is remeasured at the end of each reporting period based on the change in fair value of one share of AIG common stock. Legacy plans for which awards were still outstanding at December 31, 2011 include the AIG 1999 Stock Option Plan, as amended, AIG 2002 Stock Incentive Plan, as amended under which AIG has issued time-vested restricted stock units and performance restricted stock units and the AIG 2007 Stock Incentive Plan, as amended. During 2011 and 2010, AIG allocated to the Company compensation expense totaling $11 thousand and $41 thousand, respectively, related to stock options and restricted stock units granted under these plans. In December 2009, AIG established the Long Term Incentive Plan under which management employees were offered the opportunity to receive additional compensation in the form of cash and stock appreciation rights if certain performance metrics are met. During 2011 and 2010, AIG allocated to the Company $168 thousand and $542 thousand, respectively, for expenses incurred under this plan. In addition to several small defined contribution plans, AIG sponsors a voluntary savings plan for U.S. employees (the "AIG Incentive Savings Plan") which provides for salary reduction contributions by employees and matching U.S. contributions by AIG of up to 7 percent of annual salary depending on the employees' years of service and subject to certain compensation limits. The Company's allocated pre-tax expense associated with this plan was, $108 thousand and $132 thousand in 2011 and 2010, respectively. Effective January 1, 2012, the AIG Incentive Savings Plan was amended to change the company matching contribution to 100 percent of the first 6 percent of participant contributions and to allow all employees to contribute up the annual IRS contribution maximum of $17 thousand. POST-EMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AIG provides certain benefits to inactive employees who are not retirees. Certain of these benefits are insured and expensed currently; other expenses are provided for currently. Such expenses include LTD benefits, medical and life insurance continuation and Consolidated Omnibus Budget Reconciliation Act medical subsidies. The costs of these plans are borne by AIG and its subsidiaries. IMPACT OF MEDICARE MODERNIZATION ACT ON POSTRETIREMENT BENEFITS On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was signed into law. The postretirement medical plan benefits provided by the plan are actuarially equivalent to Medicare Part D under the 2003 Medicare Act and eligible for the federal subsidy. Effective January 1, 2007, this subsidy is passed on to the participants through reduced contributions. The expected amount of subsidy that AIG will receive for 2011 is $3 million. 36 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) 11. COMMITMENTS AND CONTINGENCIES COMMITMENTS The Company had commitments to provide funding to various limited partnerships totaling $2 million at December 31, 2011 and 2010. The commitments to invest in limited partnerships and other funds are called at the discretion of each fund, as needed and subject to the provisions of such fund's governing documents, for funding new investments, follow-on investments and/or fees and other expenses of the fund. Of the total commitments at December 31, 2011, $2 million are currently expected to expire by 2012, based on the expected life cycle of the related fund, and the Company's historical funding trends for such commitments. CONTINGENCY LIABILITIES The Company leases office space and equipment under lease agreements that expire at various times over the next several years. Rental expenses and future minimum payments for leases having initial or remaining non-cancelable lease terms in excess of one year are immaterial. All fifty states and the District of Columbia have laws requiring solvent life insurance companies, through participation in guaranty associations, to pay assessments to protect the interests of policyholders of insolvent life insurance companies. These state insurance guaranty associations generally levy assessments, up to prescribed limits, on member insurers in a particular state based on the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer is engaged. Such assessments are used to pay certain contractual insurance benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company accrues liabilities for guaranty fund assessments when an assessment is probable and can be reasonably estimated. The Company estimates the liability using the latest information available from the National Organization of Life and Health Insurance Guaranty Associations. While the Company cannot predict the amount and timing of any future guaranty fund assessments, the Company has established reserves it believes are adequate for assessments relating to insurance companies that are currently subject to insolvency proceedings. The Company accrued $1 million for these guarantee fund assessments at December 31, 2011, and 2010. The Company has recorded receivables of $1 million at December 31, 2011 and 2010, for expected recoveries against the payment of future premium taxes. The Company has received industry-wide regulatory inquiries, including a multi-state audit covering compliance with unclaimed property laws and a directive from the New York Insurance Department (the "New York Directive") regarding claims settlement practices. In particular, the above referenced multi-state audit seeks to require insurers to use the Social Security Administration Death Master File ("SSDMF") to identify potential deceased insured notwithstanding that the payee has not presented the Company with a valid claim, to determine whether a death claim is payable, and to take appropriate action. The multi-state audit covers certain policies in force at any time since 1992. The New York Directive generally requires a similar review and action although the time frame under review is different. Although the Company has enhanced its claims practices to include use of the SSDMF, it is possible that the inquiries, audits and other regulatory activity could result in the payment of additional death claims, additional escheatment of funds deemed abandoned under state laws, administrative penalties and interest. The Company believes that it has adequately reserved for such claims as of December 31, 2011, but there can be no assurance that the ultimate cost will not vary, perhaps materially, from its estimate. Additionally, state regulators are considering a variety of proposals that would require life insurance companies to take additional steps to identify unreported deceased policyholders. The Company recorded zero reserves in conjunction with the use of SSDMF. Various federal, state and other regulatory agencies may from time to time review, examine or inquire into the operations, practices and procedures of the Company, such as through financial examinations, market conduct exams or regulatory inquiries. Based on the current status of pending regulatory examinations and inquiries involving the Company, the Company believes it is not likely that these regulatory examinations or inquiries will have a material effect on the financial position, results of operations or cash flows of the Company. 37 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Company is party to various lawsuits and proceedings arising in the ordinary course of business. These lawsuits and proceedings include certain class action claims and claims filed by individuals who have excluded themselves from settlement of class action lawsuits relating to life insurance pricing and sales practices. In addition, many of these proceedings are pending in jurisdictions that permit damage awards disproportionate to the actual economics damages alleged to have been incurred. Based upon information presently available, the company believes that the total amount that will ultimately be paid, if any, arising from these lawsuits and proceedings will not have a material adverse effect on the Company's results of operations, cash flows and financial position. However, it should be noted that the frequency of large damage awards, including large punitive damage awards, that bear little or no relation to actual economics damages incurred by plaintiffs in some jurisdictions continues to create the potential for an unpredictable judgment in any given suit. 12. RELATED PARTY TRANSACTIONS GUARANTEE AND SUPPORT AGREEMENTS WITH AFFILIATES On March 30, 2011, AIG and the Company entered into an unconditional Capital Maintenance Agreement ("CMA"). Among other things, the CMA provides that AIG would maintain the Company's total adjusted capital (as defined under applicable insurance laws) at or above a certain specified minimum percentage of the Company's projected company action level RBC (as defined under applicable insurance laws). The CMA also provides that if the Company's total adjusted capital is in excess of a certain specified minimum percentage of the Company's company action level RBC (as reflected in the Company's quarterly or annual statutory financial statement), subject to board and regulatory approval(s), the Company would declare and pay ordinary dividends to its equity holders in an amount in excess of that required to maintain the specified minimum percentage. OPERATING AGREEMENTS The Company's short-term investments included investments in the Liquidity Pool, funds managed by an affiliate, AIG Capital Management Corporation, in the amount of $9 million at December 31, 2011 and $38 million at December 31, 2010. The Company is party to several cost sharing agreements with its affiliates. Generally, these agreements provide for the allocation of costs upon either the specific identification basis or a proportional cost allocation basis which management believes to be reasonable. For the years ended December 31, 2011 and 2010, the Company was charged $6 million and $10 million, respectively, for expenses attributed to the Company but incurred by affiliates. OTHER The Company paid an ordinary dividend to SAFG and receives an allocation of its proportionate share of variable compensation expense from AIG. Please refer to Note 9, Capital and Surplus. Effective September 15, 2011, a $13 million senior promissory note with SAFG, the Company's immediate parent, matured. Interest earned in connection with investments in parent, subsidiaries and affiliated companies totaled $511 thousand and $724 thousand during 2011 and 2010, respectively. 38 AMERICAN GENERAL ASSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) 13. RECONCILIATION TO ANNUAL STATEMENTS There were no adjustments made to the 2011 net income and total capital and surplus as reported in the annual statement. The following chart summarizes the adjustments made to the 2010 net income and total capital and surplus as reported in the annual statement: 2010 ----------------------- TOTAL CAPITAL NET INCOME AND SURPLUS ---------- ------------- (In Thousands) As reported in the annual statement $12,388 $106,053 Prior year return tax true-up - 649 Federal income tax (649) (649) ------- -------- As reported in the accompanying Statutory Financial Statements $11,739 $106,053 ======= ======== 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 25, 2012, the date the financial statements were issued. INSURANCE COMPANY MERGER On December 31, 2012, the Company intends to merge with and into American General Life Insurance Company ("AGL"), with AGL being the surviving company, to implement a more efficient legal entity structure, while continuing to market products and services under currently existing brands. AGL is also an indirect, wholly owned subsidiary of AIG. The merger transaction is subject to receipt of all required regulatory approvals, including the approvals of certain state insurance departments. 39 SUPPLEMENTAL INFORMATION 40 American General Assurance Company Supplemental Schedule of Assets and Liabilities December 31, 2011 (In Thousands) Investment income earned: Government bonds $ 437 Other bonds (unaffiliated) 7,423 Bonds of affiliates 511 Preferred stocks (unaffiliated) 3 Contract loans 10 Cash/short-term investments 30 Other invested assets 4,605 -------- Gross investment income $ 13,019 ======== Other long term assets - statement value $ 1,099 ======== Collateral Loans $ 133 ======== Bonds and stocks of parents, subsidiaries and affiliates - statement value: Common stocks $ 8,534 ======== Bonds and short-term investments by class and maturity: Bonds and short-term investments by maturity - statement value: Due within one year or less $ 17,031 Over 1 year through 5 years 48,587 Over 5 years through 10 years 48,288 Over 10 years through 20 years 25,524 Over 20 years 14,346 -------- Total maturity $153,776 ======== Bonds and short-term investments by class - statement value: Class 1 $ 90,748 Class 2 54,495 Class 3 6,733 Class 4 1,778 Class 5 22 Class 6 - -------- Total by class $153,776 ======== Total bonds and short-term investments publicly traded $114,054 ======== Total bonds and short-term investments privately placed $ 39,722 ======== 41 American General Assurance Company Supplemental Schedule of Assets and Liabilities (Continued) December 31, 2011 (In Thousands) Preferred stocks - statement value $ 50 ========== Common stocks - market value $ 8,534 ========== Short-term investments - book value $ 8,962 ========== Cash on deposit $ (796) ========== Life insurance in-force: Ordinary $ 209,028 ========== Credit life $1,264,534 ========== Group life $5,950,942 ========== Amount of accidental death insurance in-force under ordinary policies $ 886 ========== Life insurance policies with disability provisions in-force: Ordinary $ 454 ========== Group life $4,596,720 ========== Group - Not Involving Life Contingencies - Amount of Deposit $ 799 ========== Accident and health insurance - premiums in-force: Group $ 23,045 ========== Credit $ 40,497 ========== Claim payments in 2011: Group accident & health: 2011 $ 5,117 ========== 2010 $ 4,598 ========== 2009 $ 1,467 ========== 2008 $ 836 ========== 2007 $ 649 ========== Prior $ 1,849 ========== Credit accident & health: 2011 $ - ========== 2010 $ - ========== 2009 $ - ========== 2008 $ - ========== 2007 $ - ========== Prior $ 1,953 ========== 42 American General Assurance Company Supplemental Investment Risks Interrogatories December 31, 2011 (In Thousands) 1. The Company's total admitted assets as of December 31, 2011 are $180,443 thousand. 2. Following are the 10 largest exposures to a single issuer/borrower/investment, by investment category, excluding: (i) U.S. Government, U.S. Government agency securities and those U.S. Government money market funds listed in the Appendix to the SVO Practices and Procedures Manual as exempt, (ii) property occupied by the Company, and (iii) policy loans: Percentage of Descrition of Total Admitted Issuer Exposure Amount Assets ------ ------------------ ------ -------------- a. MERRILL LYNCH MTG TR Bonds $9,706 5.38% b. AIG LIQUIDITY POOL Short Term 8,962 4.97% c. AMERN GEN INDEMNITY CO COM Common-Affiliated 8,534 4.73% d. SPIRIT MASTR FDG LLC Bonds 6,733 3.73% e. CA WTR SVC CO Bonds 5,000 2.77% f. CLARION LION PPTYS FD HLDGS LP Bonds 5,000 2.77% g. LAFA YETTE SQ CDO LTD Bonds 4,954 2.75% h. HLTHCARE REIT INC Bonds 3,995 2.21% i. COBANK ACB Bonds 3,991 2.21% j. ABBEY NATL PLC Bonds 3,495 1.94% 3. The Company's total admitted assets held in bonds and preferred stocks, by NAIC rating, are: Bonds and Short-Term Investments Preferred Stocks --------------------------------- -------------------------------- Percentage of Percentage of Total Admitted Total Admitted NAIC Rating Amount Assets NAIC Rating Amount Assets ----------- ------- -------------- ----------- ------ -------------- NAIC - 1 $90,748 50.29% P/RP - 1 $ - 0.00% NAIC - 2 54,495 30.20% P/RP - 2 43 0.02% NAIC - 3 6,733 3.73% P/RP - 3 7 0.00% NAIC - 4 1,778 0.99% P/RP - 4 - 0.00% NAIC - 5 22 0.01% P/RP - 5 - 0.00% NAIC - 6 - 0.00% P/RP - 6 - 0.00% 43 American General Assurance Company Supplemental Investment Risks Interrogatories (Continued) December 31, 2011 (In Thousands) 4. Assets held in foreign investments: Percentage of Total Admitted Amount Assets ------- -------------- a. Total admitted assets held in foreign investments $15,462 8.57% b. Foreign currency denominated investments - 0.00% c. Insurance liabilities denominated in that same foreign currency - 0.00% 5. Aggregate foreign investment exposure categorized by NAIC sovereign rating: Percentage of Total Admitted Amount Assets ------- -------------- a. Countries rated NAIC - 1 $15,462 8.57% b. Countries rated NAIC - 2 - 0.00% c. Countries rated NAIC - 3 or below - 0.00% 6. Two largest foreign investment exposures to a single country, categorized by the country's NAIC sovereign rating: Percentage of Total Admitted Amount Assets ------ -------------- a. Countries rated NAIC - 1 Country 1: Cayman Islands $4,954 2.75% Country 2: Bermuda 3,814 2.11% b. Countries rated NAIC - 2 Country 1: - 0.00% Country 2: - 0.00% c. Countries rated NAIC - 3 or below Country 1: - 0.00% Country 2: - 0.00% 44 American General Assurance Company Supplemental Investment Risks Interrogatories (Continued) December 31, 2011 (In Thousands) 7. The Company had no unhedged foreign currency exposure. 8. The Company had no unhedged foreign currency exposure. 9. The Company had no unhedged foreign currency exposure. 10.Ten largest non-sovereign (i.e. non-governmental) foreign issues: Percentage of Total Admitted NAIC Amount Assets ---- ------ -------------- a. LAFA YETTE SQ CDO LTD 1 $4,954 2.75% b. ABBEY NATL PLC 1 3,495 1.94% c. BK BUTTERFIELD & SON LTD 2 3,000 1.66% d. SUNCORP METWAY LTD 1 1,999 1.11% e. INVERSIONES CMPC SA 2 1,000 0.55% f. INGERSOLL RAND CO LTD 2 814 0.45% g. ST GEORGE BANK LTD 1 200 0.11% h. AMERICAN GEN CBO LTD 6 - 0.00% i. TIM HELLAS II TELECOM SA 6 - 0.00% 11. Assets held in Canadian investments and unhedged Canadian currency exposure are less than 2.5 percent of the Company's total admitted assets. 12. The company has no admitted assets held in investments with contractual sales restrictions.. 13. The Company's admitted assets held in the ten largest equity interests (including investments in the shares of mutual funds, preferred stocks, publicly traded equity securities, and other equity securities and excluding money market and bond mutual funds listed in the Appendix to the SVO Practices and Procedures Manual as exempt or Class 1) are Percentage of Total Admitted Investment Category / Issuer Amount Assets ---------------------------- ------ -------------- a. AMERN GEN INDEMNITY CO COM $8,534 4.73% b. CORTEC GROUP FUND III, LP 668 0.37% c. CROSSROADS CORNERSTONE PRIVATE EQUITY XV, LP 431 0.24% d. PECO ENERGY CO 46 0.03% e. UNION ELEC CO 9 0.01% 45 American General Assurance Company Supplemental Investment Risks Interrogatories (Continued) December 31, 2011 (In Thousands) 14. Assets held in nonaffiliated, privately placed equities are less than 2.5 percent of the Company's total admitted assets. 15.Assets held in general partnership interests are less than 2.5 percent of the Company's total admitted assets. 16.The Company has no mortgage loans at December 31, 2011. 17.The Company has no mortgage loans at December 31, 2011. 18.The Company has no real estate at December 31, 2011. 19.The Company has no mezzanine real estate loans at December 31, 2011. 20.The Company's total admitted assets subject to the following types of agreements as of the following dates:
Unaudited At End of Each Quarter ----------------------------------- At Year-End 1st Quarter 2nd Quarter 3rd Quarter -------------------- ----------- ----------- ----------- Percentage of Total Admitted Amount Assets Amount Amount Amount ------ -------------- ----------- ----------- ----------- a. Securities lending (do not include assets held as collateral for such transactions $- 0.00% $- $- $- b. Repurchase agreements - 0.00% - - - c. Reverse repurchase agreements - 0.00% - - - d. Dollar repurchase agreements - 0.00% - - - e. Dollar reverse repurchase agreements - 0.00% - - -
21. The company has no unattached warrants, options caps and floors at December 31, 2011 22. The Company has no exposure for collars, swaps and forwards at December 31, 2011. 23. The Company has no exposure for futures contracts at December 31, 2011. 46 American General Assurance Company Supplemental Summary Investment Schedule December 31, 2011 (In Thousands) Admitted Assets as Gross Investment Reported in the Holdings* Annual Statement ------------------ ------------------ Investment Categories Amount Percentage Amount Percentage --------------------- -------- ---------- -------- ---------- Bonds: U.S. treasury securities $ 2,697 1.7% $ 2,697 1.7% U.S. government agency obligations (excluding mortgage-backed securities): Issued by U.S. government sponsored agencies 5,298 3.3% 5,298 3.3% Securities issued by states, territories, and possessions and their political subdivisions in the U.S.: Industrial development and similar obligations 4,645 2.9% 4,645 2.9% Mortgage-backed securities (including residential and commercial MBS): Pass-through securities: Issued or guaranteed by GNMA 5 0.0% 5 0.0% Issued or guaranteed by FNMA and FHLMC 17,872 11.0% 17,872 11.0% CMOs and REMICs: All other 14,247 8.8% 14,247 8.8% Other debt and other fixed income securities (excluding short-term): Unaffiliated domestic securities (includes credit tenant loans and hybrid securities ) 81,206 49.8% 81,206 49.8% Unaffiliated non-U.S. securities (including Canada) 18,844 11.5% 18,844 11.5% Equity interests: Preferred stocks: Unaffiliated 50 0.0% 50 0.0% Other equity securities: Affiliated 8,534 5.2% 8,534 5.2% Contract loans 133 0.1% 133 0.1% Cash, cash equivalents and short-term investments 8,166 5.0% 8,166 5.0% Other invested assets 1,099 0.7% 1,099 0.7% -------- ----- -------- ----- Total invested assets $162,796 100.0% $162,796 100.0% ======== ===== ======== ===== * Gross investment holdings as valued in compliance with NAIC SAP 47 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF AMERICAN INTERNATIONAL GROUP, INC.) STATUTORY FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 2011 AND 2010 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY INDEX DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
PAGE(S) REPORT OF INDEPENDENT AUDITORS 1-2 STATUTORY-BASIS FINANCIAL STATEMENTS Statutory Statements of Admitted Assets, Liabilities, and Capital and Surplus 3 Statutory Statements of Operations 4 Statutory Statements of Changes in Capital and Surplus 5 Statutory Statements of Cash Flows 6 Notes to Statutory Financial Statements 7-76 1. Nature of Operations 7 2. Summary of Significant Accounting Policies 7-24 3. Investments 25-40 4. Derivative Financial Instruments 40-42 5. Information about Financial Instruments with Off-Balance Sheet Risk 43 6. Fair Value Measurements 43-50 7. Aggregate Policy Reserves and Deposit Fund Liabilities 51-52 8. Premium and Annuity Considerations Deferred and Uncollected 53 9. Reinsurance 54-56 10. Unpaid Claims 57 11. Federal Income Taxes 58-63 12. Capital and Surplus 64 13. Retirement Plans, Deferred Compensation, Postemployment Benefits, Compensated Absences and Other Postretirement Benefit Plans 64-68 14. Debt 68-69 15. Commitments and Contingencies 69-70 16. Leases 70 17. Related Party Transactions 71-73 18. Reconciliation to Annual Statement 74 19. Subsequent Events 74-75 SUPPLEMENTAL SCHEDULES Supplemental Schedule of Assets and Liabilities 77-80 Supplemental Schedule of Investment Risks Interrogatories 81-88 Supplemental Summary Investment Schedule 89-90
REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholder of American General Life and Accident Insurance Company: We have audited the accompanying statutory statements of admitted assets, liabilities, and capital and surplus of American General Life and Accident Insurance Company (the "Company"), an indirect, wholly-owned subsidiary of American International Group, Inc., as of December 31, 2011 and 2010, and the related statutory statements of operations, changes in capital and surplus, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 2 to the financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Tennessee Department of Commerce and Insurance, which practices differ from accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America are material; they are described in Note 2. In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2011 and 2010, or the results of its operations or its cash flows for the years then ended. In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, and capital and surplus of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, on the basis of accounting described in Note 2. As discussed in Note 2 to the financial statements, in 2010, the Company changed its method of accounting for its investment in Maiden Lane II LLC. As discussed in Note 2 to the financial statements, in 2010, the Company received a permitted practice to restate the additional paid-in surplus and unassigned deficit components of surplus, similar to the statutory basis of accounting for a quasi-reorganization. Our audit was conducted for the purpose of forming an opinion on the basic statutory basis financial statements taken as a whole. The accompanying Supplemental Schedule of Assets and Liabilities, Supplemental Schedule of Investment Risks Interrogatories and Supplemental Summary Investment Schedule (collectively, the "Schedules") of the Company as of December 31, 2011 and for the year then ended are presented for purposes of additional analysis and are not a required part of the basic statutory basis financial statements. The effects on the Schedules of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America are material; they are described in Note 2 of the statutory basis financial statements. As a consequence, the Schedules do not present fairly, in conformity with accounting principles generally accepted in the United States of America, such information of the Company as of December 31, 2011 and for the year then ended. The Schedules have been subjected to the auditing procedures applied in the audit of the basic statutory basis financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic statutory basis financial statements taken as a whole. LOGO May 25, 2012 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES, AND CAPITAL AND SURPLUS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- (in thousands of dollars, except share data)
2011 2010 ---------- ---------- ADMITTED ASSETS Cash and invested assets Bonds $7,484,180 $7,059,506 Preferred stocks 25,917 26,084 Common stocks 35,340 29,967 Mortgage loans 956,180 986,740 Real estate 41,927 40,340 Contract loans 416,567 427,988 Short-term investments 53,957 534,549 Other invested assets 248,297 250,670 Cash (9,310) (18,959) ---------- ---------- Total cash and invested assets 9,253,055 9,336,885 Deferred and uncollected premiums, less loading (2011 - $4,193; 2010 - $4,536) 18,556 12,715 Reinsurance balances recoverable 13,976 17,919 Current federal income tax recoverable and interest 5,429 -- Accrued investment income 127,690 130,848 Net deferred tax assets 124,253 130,910 Other assets 7,443 7,508 ---------- ---------- Total admitted assets $9,550,402 $9,636,785 ========== ========== LIABILITIES AND CAPITAL AND SURPLUS Liabilities Policy reserves and contractual liabilities Life and annuity reserves $8,141,059 $8,118,233 Accident and health reserves 119,052 119,347 Policyholders' funds 88,011 90,610 Policy and contract claims 192,352 87,794 ---------- ---------- Total policy reserves and contractual liabilities 8,540,474 8,415,984 Interest Maintenance Reserve 44,008 25,662 Accrued expenses 54,592 46,267 Payable to Parent, subsidiaries and affiliates 18,442 156,933 Current federal income tax payable -- 14,462 Reinsurance balances payable 9,589 10,660 Asset valuation reserve 127,416 9,401 Derivative instruments 2,440 5,836 Other liabilities 124,141 110,828 ---------- ---------- Total liabilities 8,921,103 8,796,033 ---------- ---------- Capital and surplus Common stock, $5 par value; 15,422,400 shares authorized; 15,120,777 shares issued and outstanding 75,604 75,604 Paid-in surplus 422,896 592,334 Special surplus funds 70,855 92,548 Unassigned surplus 59,944 80,266 ---------- ---------- Total capital and surplus 629,299 840,752 ---------- ---------- Total liabilities and capital and surplus $9,550,402 $9,636,785 ========== ==========
The accompanying notes are an integral part of these statutory financial statements. 3 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY STATUTORY STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- (in thousands of dollars)
2011 2010 ---------- ---------- PREMIUMS AND OTHER REVENUES Life and annuity premiums $ 755,607 $ 733,527 Accident and health premiums 65,475 72,371 Net investment income 628,271 682,125 Amortization of the interest maintenance reserve 6,378 (1,165) Commissions and expense allowances on reinsurance ceded 8,130 13,921 Reserve adjustments on reinsurance ceded (29,052) (5,314) Other income 446 856 ---------- ---------- Total premiums and other revenues 1,435,255 1,496,321 ---------- ---------- BENEFITS AND EXPENSES Death benefits 493,902 385,223 Annuity benefits 35,070 36,617 Surrender benefits 255,112 245,565 Payments from funds left at interest 20,373 19,336 Accident and health benefits 51,428 59,297 Increase in life, annuity, and accident and health reserves 22,531 28,868 Commissions 155,586 148,527 General expenses 185,696 185,929 Insurance taxes, licenses and fees 31,580 30,205 ---------- ---------- Total benefits and expenses 1,251,278 1,139,567 ---------- ---------- Income from operations before dividends to policyholders, federal income taxes and net realized capital losses 183,977 356,754 Dividends to policyholders 1,049 1,216 ---------- ---------- Income from operations before federal income taxes and net realized capital losses 182,928 355,538 Federal income tax expense 9,134 68,471 ---------- ---------- Net income from operations before net realized capital losses 173,794 287,067 Net realized capital losses after taxes and transfers to IMR 5,392 44,489 ---------- ---------- Net income $ 168,402 $ 242,578 ========== ==========
The accompanying notes are an integral part of these statutory financial statements. 4 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS YEARS ENDED DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
SPECIAL UNASSIGNED TOTAL COMMON PAID-IN SURPLUS SURPLUS CAPITAL AND STOCK SURPLUS FUNDS (DEFICIT) SURPLUS (in thousands of dollars) ------- ---------- -------- ---------- ----------- BALANCES AT JANUARY 1, 2010 $75,604 $1,231,661 $ 76,040 $(683,345) $ 699,960 Net income -- -- -- 242,578 242,578 Change in net deferred income tax -- -- -- (46,433) (46,433) Change in net unrealized capital gains and losses -- -- -- (17,677) (17,677) Change in net unrealized foreign exchange capital gain -- -- -- 597 597 Decrease in nonadmitted assets -- -- -- 79,892 79,892 Increase in liability for unauthorized reinsurance -- -- -- (6) (6) Decrease in asset valuation reserve -- -- -- 10,903 10,903 Cumulative effect of changes in accounting principle (AVR related to MLII - see Note 2) 9,601 9,601 Decrease in surplus as a result of reinsurance -- -- -- (5,465) (5,465) TN permitted practice - quasi-reorganization (see Note 2) -- (564,621) -- 564,621 -- Impact of SSAP 10R incremental deferred tax assets -- -- 16,508 -- 16,508 Dividend to parent recorded as return of capital (see Notes 2 and 17) -- (75,000) -- -- (75,000) Dividend to parent -- -- -- (75,000) (75,000) Capital contribution -- 294 -- -- 294 ------- ---------- -------- --------- --------- BALANCES AT DECEMBER 31, 2010 $75,604 $ 592,334 $ 92,548 $ 80,266 $ 840,752 Net income -- -- -- 168,402 168,402 Change in net deferred income tax -- -- -- 26,788 26,788 Change in net unrealized capital gains and losses -- -- -- 180,215 180,215 Change in net unrealized foreign exchange capital gain -- -- -- (480) (480) Increase in nonadmitted assets -- -- -- (22,339) (22,339) Increase in liability for unauthorized reinsurance -- -- -- (6) (6) Increase in asset valuation reserve -- -- -- (118,015) (118,015) Decrease in surplus as a result of reinsurance -- -- -- (565) (565) Impact of SSAP 10R incremental deferred tax assets -- -- (21,693) -- (21,693) Dividend to parent recorded as return of capital (see Notes 2 and 17) -- (170,503) -- -- (170,503) Dividend to parent -- -- -- (260,397) (260,397) Capital contribution -- 1,065 -- 1,065 Impact of correction of overpayment of net reinsurance premiums 6,075 6,075 ------- ---------- -------- --------- --------- BALANCES AT DECEMBER 31, 2011 $75,604 $ 422,896 $ 70,855 $ 59,944 $ 629,299 ======= ========== ======== ========= =========
The accompanying notes are an integral part of these statutory financial statements. 5 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY STATUTORY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
2011 2010 (in thousands of dollars) ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Premiums collected, net of reinsurance $ 814,155 $ 789,423 Net investment income received 574,148 609,969 Commissions and expense allowances received on reinsurance ceded (20,922) 8,819 Miscellaneous income 446 856 Benefits paid (748,462) (752,915) Insurance expenses paid (366,435) (329,517) Dividends to policyholders (1,157) (936) Federal income taxes paid (26,416) (98,202) ----------- ---------- Net cash provided by operating activities 225,357 227,497 ----------- ---------- CASH FLOWS FROM INVESTMENT ACTIVITIES Proceeds from sales, maturities or repayments of investments Bonds 856,408 987,429 Preferred stocks 1,313 35,377 Common stocks 22,500 780 Mortgage loans 34,186 49,708 Real estate 10,457 -- Other invested assets 11,917 8,660 Miscellaneous proceeds 11,045 3,030 ----------- ---------- Total investment proceeds 947,826 1,084,984 ----------- ---------- Cost of investments acquired Bonds (1,022,036) (703,977) Preferred stocks (1,106) (2,009) Common stocks (27,332) (2,652) Mortgage loans -- (27,801) Real estate (24) (212) Other invested assets (5,594) (143,106) Miscellaneous Applications (11,342) -- ----------- ---------- Total cost of investments acquired (1,067,434) (879,757) ----------- ---------- Net decrease in contract loans 11,448 4,791 ----------- ---------- Net cash (used in) from investing activities (108,160) 210,018 ----------- ---------- CASH FLOWS FROM FINANCING AND MISCELLANEOUS ACTIVITIES Capital contribution 1,065 294 Dividends to parent (260,397) (75,000) Other, net (328,808) 54,536 ----------- ---------- Net cash used in financing and miscellaneous activities (588,140) (20,170) ----------- ---------- Net (decrease) increase in cash and short-term investments (470,943) 417,345 CASH AND SHORT-TERM INVESTMENTS Beginning of year 515,590 98,245 ----------- ---------- End of year $ 44,647 $ 515,590 =========== ==========
The accompanying notes are an integral part of these statutory financial statements. 6 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 1. NATURE OF OPERATIONS American General Life Insurance Company ("AGLA" or the "Company") is a wholly owned subsidiary of AGC Life Insurance Company (the "Parent Company"). The Parent Company is a wholly owned subsidiary of SunAmerica Financial Group, Inc. ("SAFG"), which in turn is a wholly owned subsidiary of American International Group, Inc. ("AIG"). The Company's primary business is the sale of individual life, health and annuity insurance products, including universal life products, primarily through a career agency system. The Company sells and services products in 48 states and Washington, D.C. in which it is licensed. The Company directly owns 100% of one property and casualty insurance company, American General Property Insurance Company ("AGPIC"). However, property and casualty insurance operations are not a significant component of the operations of the Company. The operations of the Company are influenced by many factors, including general economic conditions, monetary and fiscal policies of the federal government and policies of state and other regulatory authorities. The level of sales of the Company's insurance products is influenced by many factors, including general market rates of interest, the strength, weakness and volatility of equity markets and terms and conditions of competing insurance products. The Company is exposed to the risks normally associated with a portfolio of fixed income securities, namely interest rate, option, liquidity and credit risks. Continuing volatility in the credit markets may result in additional other-than-temporary impairments ("OTTI") relating to the Company's fixed income investments. The Company controls its exposure to these risks by, among other things, closely monitoring and limiting prepayments and extension risk in its portfolio; maintaining a percentage of its portfolio in liquid securities; engaging in a disciplined process of underwriting; and reviewing and monitoring credit risk. Although management expects to be able to achieve its plans, no assurance can be given that one or more of the risks described above will not result in material adverse effects on the Company's financial position, results of operations or statutory capital and surplus. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Tennessee Department of Commerce and Insurance ("TDCI"). These accounting practices vary in certain respects from accounting principles generally accepted in the United States of America ("U.S. U.S. GAAP") as described herein. The TDCI recognizes only statutory accounting practices prescribed or permitted by the state of Tennessee for determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under Tennessee Insurance Law. The National Association of Insurance Commissioners ("NAIC") Accounting Practices and Procedures manual ("NAIC SAP") has been adopted as a component of prescribed or permitted practices by the State of Tennessee. The state has the right to permit other specific practices that deviate from prescribed practices. 7 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- A reconciliation of the Company's net income and capital and surplus between NAIC SAP and practices prescribed or permitted by the State of Tennessee is shown below:
2011 2010 (in thousands of dollars) -------- -------- Net Income, Tennessee Basis $168,402 $242,578 State Permitted Practice: Quasi-reorganization -- -- -------- -------- Net Income, NAIC SAP $168,402 $242,578 ======== ======== Statutory Capital and Surplus, Tennessee Basis $629,299 $840,752 State Prescribed Practice that decreases NAIC SAP: Receivable from parent 9,003 $ -- -------- -------- Statutory Capital and Surplus, NAIC SAP $638,302 $840,752 ======== ========
In 2010, the Company received permission from the TDCI to restate the gross paid-in and contributed surplus and the unassigned funds components of its surplus, similar to the restatement of surplus balances that occurs pursuant to the prescribed accounting guidance for a quasi-reorganization. Unassigned funds were restated to $0 as of September 30, 2010 after consideration of the third quarter 2010 extraordinary dividend of $75 million and the permitted restatement adjustment that reclassified a portion of the contributions received from AIG that offset the Company's losses on certain securities as a result of the Company's participation in the AIG Securities Lending Program. In conjunction with the restatement adjustment, the Company also recognized a corresponding decrease in gross paid in and contributed surplus of $565 million. The permitted practice had no impact on either the Company's net income or total capital and surplus. In addition, there was no impact on the Company's risk-based capital ("RBC") results. Additionally, the TDCI approved the Company's request to pay an extraordinary dividend of $75 million to the Parent Company during the fourth quarter 2010, pursuant to the Department's standard dividend approval process. Accordingly, the dividend was recorded as a reduction of unassigned funds. In 2011, the Company received permission from the TDCI to record dividend payments of $143 million as a return of capital according to the previously permitted practice in 2010, which when combined with prior returns of capital, completely offset AIG's securities lending related contributions. In addition, the TDCI also allowed a dividend payment of $27 million to be recorded from additional paid in capital instead of unassigned surplus in order to maintain a $0 balance for unassigned funds as of September 30, 2011. The permitted practice had no impact on the Company's net income, total capital and surplus or RBC results. Certain classifications and format changes have been made to prior year amounts to conform to the current period presentation. 8 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Use of Estimates The preparation of financial statements in conformity with accounting practices prescribed or permitted by the TDCI requires management to make estimates and assumptions that affect the reported amounts in the statutory financial statements and the accompanying notes. It also requires disclosure of contingent assets and liabilities at the date of the statutory financial statements and the reported amounts of revenues and expenses during the period. The areas of significant judgments and estimates include the following: . application of OTTI; . estimates with respect to income taxes, including recoverability of deferred tax assets ("DTA"); . fair value measurements of certain financial assets; and . policy reserves for life, annuity, accident and health insurance contracts, including guarantees. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, the Company's Statements of Admitted Assets, Liabilities and Capital and Surplus, Statements of Operations and Statutory Statements of Cash Flows could be materially affected. SIGNIFICANT ACCOUNTING POLICIES Bonds Bonds not backed by other loans are carried at amortized cost, except for those with a NAIC designation of "6" or "6*". Bonds with a NAIC 6 rating are carried at the lower of amortized cost or fair value, with unrealized losses charged directly to unassigned surplus. Bonds that have not been filed and have not received a rating in over one year from the NAIC's Securities Valuation Office ("SVO") receive a "6*" rating and are carried at zero, with the unrealized loss charged directly to unassigned surplus. Bonds filed with the SVO which receive a "6*" designation may carry a value greater than zero. Securities are assigned a NAIC 5* designation if the Company certifies that (1) the documentation necessary to permit a full credit analysis does not exist, (2) the issuer or obligor is current on all contractual interest and principal payments and (3) the Company has an actual expectation of ultimate repayment of all contracted interest and principal. Securities with NAIC 5* designations are deemed to possess the credit characteristics of securities assigned a NAIC 5 designation. If the decline in fair value of a bond is considered to be other than temporary, the cost basis is written down to fair value and the amount of the write-down is recognized as a realized loss. The determination that a security has incurred an OTTI in value and the amount of any loss recognition requires the judgment of the Company's management and a continued review of its investments. The discount or premium on bonds is amortized using the effective yield method. Bonds issued by SAFG are nonadmitted to the extent that such investments are not approved by the TDCI. 9 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- All residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS") and asset-backed securities ("ABS") were defined to be loan-backed and structured securities ("LBaSS") for 2010. The definition of LBaSS was expanded in 2011 to include certain securities that were previously accounted for pursuant to the guidance for bonds, other than LBaSS. The additional securities included in LBaSS in 2011 includes, but is not limited to, pass-thru securities, lease-backed securities, equipment trust certificates, loan-backed securities issued by special purpose corporations or trusts, and securities where there is not direct recourse to the issuer. LBaSS are stated at amortized cost, except for those with a NAIC designation of "6" or "6*". LBaSS with a NAIC 6 rating are carried at the lower of amortized cost or fair value, with unrealized losses charged directly to unassigned surplus. LBaSS that have not been filed and have not received a rating in over one year from the SVO receive a "6*" rating and are carried at zero, with the unrealized loss charged directly to unassigned surplus. Securities filed with the SVO which receive a "6*" designation may carry a value greater than zero. Securities are assigned a NAIC 5* designation if the Company certifies that (1) the documentation necessary to permit a full credit analysis does not exist, (2) the issuer or obligor is current on all contracted interest and principal payments and (3) the Company has an actual expectation of ultimate repayment of all contracted interest and principal. Securities with a NAIC 5* designation are deemed to possess the credit characteristics of securities assigned a NAIC 5 designation. Provisions made for impairment are recorded as realized investment losses when declines in fair value are determined to be other-than-temporary. Income recognition for LBaSS is determined using the effective yield method and estimated cash flows. Prepayment assumptions for single-class and multi-class mortgage-backed and asset-backed securities were obtained from an outside vendor or internal estimates. The Company uses independent pricing services and broker quotes in determining the fair value of its LBaSS. The Company uses the retrospective adjustment method to account for the effect of unscheduled payments affecting high credit quality securities, while securities with less than high credit quality and securities for which the collection of all contractual cash flows is not probable are both accounted for using the prospective adjustment method. RBC charges are based on the final NAIC designation. For LBaSS, NAIC designations are determined with a multi-step approach. The initial designation is used to determine the carrying value of the security. The final NAIC designation is used for reporting and affects RBC. The final NAIC designation is determined in one of three ways for 2011. The final NAIC designation for most RMBS and CMBS is determined by financial modeling conducted by BlackRock and PIMCO, respectively. RMBS and CMBS that are not financially modeled, primarily due to a lack of publicly available information and most remaining LBaSS are subject to a modified rating based on an NAIC matrix and the Company's carrying value for the security. For credit tenant loans, equipment trust certificates, any corporate-like securities rated by the SVO, interest only securities, and those securities with an original NAIC designation of 1, 5*, 6, or 6*, the final NAIC designation is based on the SVO or Acceptable Rating Organization ("ARO") rating and is not subject to a modified rating or financial modeling. 10 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Preferred Stocks Preferred stocks with NAIC designations of "1" through "3" are carried at amortized cost. All other preferred stocks are stated at the lower of cost, amortized cost or fair value with unrealized investment losses charged directly to unassigned surplus. Provisions made for impairment are recorded as realized investment losses when declines in fair value are determined to be other than temporary. Common Stocks Unaffiliated common stocks are carried at fair value, with unrealized investment gains and losses credited or charged directly to unassigned surplus. Provisions made for impairment are recorded as realized investment losses when declines in fair value are determined to be other-than-temporary. Investments in U.S. domiciled insurance subsidiary, controlled, and affiliated ("SCA") entities are recorded based on the underlying audited statutory equity of the respective entity's financial statements, adjusted for unamortized goodwill, if applicable. Investments in foreign insurance SCA entities are recorded at audited U.S. GAAP adjusted to a statutory basis of accounting, if applicable. All investments in non-insurance SCA entities in which audited U.S. GAAP financial statements are not available, or audited foreign generally accepted accounting principles ("U.S. GAAP") basis financial statements that include a footnote that reconciles net income and equity on a foreign U.S. GAAP basis to U.S. GAAP are not available, have been non-admitted as assets as required by Statement of Statutory Accounting Principles No. 97, "Investments in Subsidiary, Controlled and Affiliated Entities, A Replacement of SSAP No. 88" ("SSAP 97"). Undistributed equity in earnings of affiliates is included in unassigned surplus as a component of unrealized investment gains or losses. Dividends received from such affiliates are recorded as investment income when received. The Company's insurance subsidiary, AGPIC, is reported based on the Company's ownership interest in the equity in the underlying statutory basis of AGPIC's net admitted assets. The net change in the Company's interest in AGPIC's equity is included in the net unrealized capital gains or losses component of unassigned surplus. The Company's non-insurance subsidiary, American General Bancassurance ("AGBA"), is reported based on the Company's ownership interest in the equity in the underlying U.S. GAAP basis of AGBA. Since AGBA did not obtain audited U.S. GAAP basis financial statements, it was nonadmitted for statutory reporting. Mortgage Loans Mortgage and mezzanine real estate loans are carried at amortized unpaid balances less any allowance for loan loss. Interest income on loans is calculated using the effective interest method on the daily balance of the principal amount outstanding. Loan origination fees and costs, other than points, are expensed as incurred. 11 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Loans are monitored, identified, evaluated, segmented and reserved based on certain risk factors, including past due status, debt service coverage rate, loan-to-value or the ratio of the loan balance to the estimated value of the property, property occupancy, profile of the borrower and major property tenants, economic trends in the market where the collateral property is located and condition of the collateral property. A loan is identified as impaired when it is probable that interest and principal payments will not be collected according to the contractual terms of the loan agreement. The measurement of impaired loans is generally determined based on the present value of expected future cash flows discounted at the loan's effective interest rate or, if collateral dependent, the fair value of the collateral supported by an internal cash flow analysis, third party broker opinion of value or a third party appraisal report. The allowance amount is calculated as the excess of book value of the individual loan over the fair value of its collateral less estimated costs to sell and obtain. Impairment amounts are established as a valuation allowance against the amortized unpaid balances with a corresponding charge to unrealized gain or loss. Interest income on such impaired loans is recognized when cash is received. There are two components of allowance for loan loss: 1) specific loan loss allowance that is determined for individual loans that are specifically identified as impaired ("specific loan loss allowance") and 2) a general reserve for loans with similar risk characteristics that is determined using the current loan-to-value as adjusted, as necessary, to reflect the impact of current conditions ("segment loan loss allowance"). A specific loan loss allowance is determined based on the fair value of the collateral supported by an internal cash flow analysis, third party broker opinion of value or a third party appraisal report. The allowance amount is calculated as the excess of book value of the individual loan over the fair value of its collateral, net of a sales cost estimate. The Company segregates pools of loans with higher risk profiles from the mortgage loan portfolio to determine a segment loan loss allowance, using factors such as risk rating, vintage, maturity date, debt service coverage ratio, loan to value and type of loan. The Company reviews and revises these key assumptions on a quarterly basis based on an analysis of market conditions. The appraised value of the aggregate collateral of the loans with higher risk profile is then reduced by a percentage, which is based on current market conditions. To the extent that the reduced aggregate appraised value of the collateral of the loans with higher risk profiles are lower than their book value, an allowance is recorded. Loans with specific loan loss allowance are excluded from the segment loan loss allowance. Temporary impairments of specific loans or pools of loans with higher risk profiles, or any charges thereof, are recognized by adjusting a corresponding specific or segment valuation allowance, with a corresponding charge or credit to unrealized investment gains or losses. OTTI are recorded as realized investment losses, with a related direct write-down to mortgage loans, resulting in a new cost basis for the investment. Interest income on impaired loans is recognized upon receipt. 12 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Real Estate Land is reported at cost. Real estate consists of properties occupied by the Company, properties held for the production of income and properties held for sale. Properties occupied by the Company and held for the production of income are carried at depreciated cost, less encumbrances, unless events or circumstances indicate the carrying amount of the asset (amount prior to reduction for encumbrances) may not be recoverable. Properties held for sale are carried at the lower of its carrying amount or fair value less estimated costs to sell the property less encumbrances. Contract Loans Contract loans are carried at unpaid balances, which include unpaid principal plus accrued interest, including 90 days or more past due. All loan amounts in excess of the policy cash surrender value are considered non-admitted assets. Cash and Short-term Investments Cash includes cash on hand, and non-interest bearing demand deposits. Short-term investments consist of securities that have original maturities of greater than three months and less than twelve months at date of purchase and are stated at amortized cost, which approximates fair value. Derivative Financial Instruments All derivative instruments are recognized in the financial statements. Derivative instruments used in hedging transactions that meet the criteria of a highly effective hedge are reported as other invested assets or derivative instruments in the Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus in a manner consistent with the hedged asset or liability ("hedge accounting"). Changes in carrying value or cash flow of derivatives that qualify for hedge accounting are recorded consistently with how the changes in the carrying value or cash flow of the hedged asset or liability are recorded. Derivative instruments used in hedging transactions that do not meet or no longer meet the criteria of an effective hedge ("ineffective hedges") are accounted for at fair value and the changes in fair value are recorded as unrealized gains or losses. Hedge accounting was not used for any derivative instruments in 2011 or 2010. Other Invested Assets Other invested assets principally consist of investments in limited partnerships and limited liability companies and are accounted for using the equity method. Investments in these assets, except for joint ventures, partnerships and limited liability companies with a minor ownership interest, shall be reported using an equity method as defined in SSAP 97. Pursuant to SSAP 97, such investments are generally reported based on audited U.S. U.S. GAAP equity, with subsequent adjustment to a statutory basis of accounting, if applicable. Joint ventures, partnerships and limited liability companies in which the Company has a minor ownership interest (i.e., less than 10%) or lacks control, are generally recorded based on the underlying audited U.S. U.S. GAAP equity of the investee, with some prescribed exceptions. 13 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- SSAP No. 48 "Joint Ventures, Partnerships and Limited Liability Companies," ("SSAP 48") allows the use of (a) the U.S. GAAP basis equity as set forth in the footnote reconciliation of foreign U.S. GAAP equity and income to U.S. GAAP within the audited foreign U.S. GAAP financial statements or (b) the International Financial Reporting Standards ("IFRS") basis equity in the audited IFRS prepared financials statements as an acceptable basis for the valuation of minor/non-controlled investments. In addition, the audited U.S. tax basis equity may also be used in certain circumstances. All investments in other invested assets in which underlying audited U.S. GAAP financial statements, or another acceptable audited basis of accounting as described above were not available have been nonadmitted as assets as required by SSAPs 48 and/or 97. The Company had $14.8 million and $11.4 million in non-admitted partnership investments at December 31, 2011 and 2010, respectively. Undistributed accumulated earnings of such entities are included in unassigned surplus as a component of unrealized investment gains or losses. Distributions received that are not in excess of the undistributed accumulated earnings are recognized as investment income. Impairments that are determined to be other-than-temporary are recognized as realized losses. Investment Income Due and accrued income is excluded from investment income for bonds when collection of interest is overdue by more than 90 days or is uncertain, and for mortgage loans when loans are foreclosed or delinquent in payment for greater than 90 days, or when interest is uncollectible. Net Realized Capital Gaines (Losses) Realized investment gains and losses, which are determined using the specific identification method, are reflected in income net of applicable federal income taxes and transfers to the Interest Maintenance Reserve ("IMR"). Bond Impairments The Company regularly evaluates its investments for OTTI. The determination that a security has incurred an OTTI in value and the amount of any loss recognition requires the judgment of the Company's management and a continual review of its investments. For bonds, other than LBaSS, an OTTI shall be considered to have occurred if it is probable that the Company will not be able to collect all amounts due under the contractual terms in effect at the acquisition date of the debt security. If it is determined an OTTI has occurred, the cost basis of bonds are written down to fair value. For LBaSS, a non-interest related (i.e., credit related) OTTI (resulting from a decline in value due to fundamental credit problems of the issuer) is recognized when the projected discounted cash flows for a particular security are less than its amortized cost. When a non-interest related OTTI occurs, the LBaSS is written down to the present value of cash flows expected to be collected. An OTTI is also deemed to have occurred if the Company intends to sell the LBaSS or does not have the intent and ability to retain the LBaSS until recovery. When this occurs, the LBaSS is written down to fair value. 14 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- In assessing whether a non-interest related impairment has occurred for LBaSS, the Company performs evaluations of expected future cash flows. Certain critical assumptions are made with respect to the performance of the securities. When estimating future cash flows, management considers historical performance of underlying assets and available market information as well as bond-specific structural considerations, such as credit enhancement and priority of payment structure of the security. In addition, the process of estimating future cash flows includes, but is not limited to, the following critical inputs, which vary by asset class: . Current delinquency rates; . Expected default rates and timing of such defaults; . Loss severity and timing of any such recovery; . Expected prepayment speeds; and . Ratings of securities underlying structured products. In periods subsequent to the recognition of an OTTI loss, the Company generally accretes the difference between the new cost basis and the cash flows expected to be collected, if applicable, as interest income over the remaining life of the security based on the amount and timing of future estimated cash flows. Non-admitted Assets All assets specifically designated as non-admitted and assets not designated as admitted, such as negative IMR, a certain portion of DTA, prepaid assets, agents' balances or other receivables over 90 days, leasehold improvements and purchased or internally developed software, are excluded from the Statutory Statement of Admitted Assets, Liabilities and Capital and Surplus and the amount of such assets is reflected as a separate component of unassigned surplus. Non-admitted assets amounted to $341.5 million and $319.1 million at December 31, 2011 and 2010, respectively, including DTA. The admitted value of the Company's EDP equipment and operating software is limited to 3% of capital and surplus, adjusted to exclude any EDP equipment and operating system software, net deferred tax assets and net positive goodwill. The admitted portion is reported at cost, less accumulated depreciation of $26.4 million and $27.0 million at December 31, 2011 and 2010, respectively. EDP equipment and operating software is depreciated using the straight line method over the lesser of its useful life or three years. Non-operating software is depreciated using the straight line method over the lesser of its useful life or five years and is nonadmitted. Other furniture and equipment is depreciated using the straight line method over its estimated useful life and is non-admitted. EDP depreciation expense charged to operations in 2011 and 2010 was $1.3 million and $1.0 million, respectively. Interest Maintenance Reserve ("IMR") The IMR is calculated based on methods prescribed by the NAIC and was established to prevent large fluctuations in interest related investment gains and losses resulting from sales (net of taxes) and interest related OTTI (net of taxes). An interest related OTTI occurs when the Company, at the balance sheet date has the intent to sell an investment or does not have the intent and ability to hold the security, before recovery of the cost of the investment. For LBaSS, if the Company 15 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- recognizes an interest related OTTI, the non-interest related OTTI is booked to Asset Valuation Reserve ("AVR"), and the interest related portion to IMR. Such gains and losses are deferred into the IMR and amortized into income using the grouped method over the remaining contractual lives of the securities sold. AVR The AVR is used to stabilize surplus from fluctuations in the market value of bonds, stocks, mortgage loans, real estate, limited partnerships and other investments. Changes in the AVR are accounted for as direct increases or decreases in surplus. Policy Reserves and Deposit Fund Liabilities Life, annuity, accident and health reserves are developed by actuarial methods and are determined based on published tables using specified interest rates, mortality or morbidity assumptions, and valuation methods prescribed or permitted by statutes that will provide, in the aggregate, reserves that are greater than or equal to the minimum or guaranteed policy cash values or the amounts required by the TDCI. Liabilities for deposit funds and other contract liabilities without life contingencies equal either the present value of future payments discounted at the appropriate interest rate or the fund value, if greater. The Company waives deduction of deferred fractional premiums on the death of life and annuity policy insureds and returns any premium beyond the date of death. Surrender values on policies do not exceed the corresponding benefit reserves. Additional reserves are established where the results of cash flow testing under various interest rate scenarios indicate the need for such reserves or where the net premiums exceed the gross premiums on any insurance in force. For ordinary policies issued with temporary extra premiums, reserves are based on standard mortality rates with an additional unearned premium reserve based on the gross extra premium. For ordinary policies issued with permanent extra premiums, reserves are based on appropriate multiples of standard rates of mortality. Extra premiums are charged for substandard lives under life policies. Mean reserves are determined by computing the regular mean reserves for the plan and holding, in addition, a factor times the extra premium charge for the year. The factor varies by duration and type of plan and is based on appropriate multiples of standard rates of mortality. For industrial policies, reserves for rated policies are based on substandard mortality tables. As of December 31, 2011 and 2010, the Company had $15.0 billion and $14.1 billion of insurance in force, respectively, for which gross premiums are less than the net valuation premiums according to the standard of valuation set by the State of Tennessee. Reserves to cover the gross premium deficiencies were $158.4 million and $150.9 million as of December 31, 2011 and 2010, respectively. The tabular interest, tabular less actual reserve released and tabular cost have each been determined by formula as prescribed by the State of Tennessee for all business with the exception of flexible-premium universal life. For these products, this information is from the basic data for the calculation of policy reserves for flexible-premium universal life. 16 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Tabular interest on funds not involving life contingencies is calculated from the basic records used to determine fund liabilities. Liabilities related to policyholder funds left on deposit with the Company are equal to fund balances without deduction of any applicable surrender charges. Policy and Contract Claims Policy and contract claims represent the ultimate net cost of all reported and unreported claims incurred during the year. Reserves for unpaid claims are estimated using individual case-basis valuations and statistical analysis. Those estimates are subject to the effects of trends in claim severity and frequency. The estimates are continually reviewed and adjusted as necessary, as experience develops or new information becomes known; such adjustments are included in current operations. Premiums, Annuity Considerations and Related Expenses Life premiums are recognized as income over the premium paying periods of the related policies. Annuity considerations are recognized as revenue when received. Accident and health premiums are reflected as premium revenue when written and are earned pro rata over the terms of the policies. The unearned portion of accident and health premiums is reflected as a liability, the change in which is included with benefits paid or provided. Expenses incurred in connection with acquiring new insurance business, including acquisition costs such as sales commissions, are charged to the Statutory Statements of Operations as incurred. Reinsurance Reinsurance premiums and benefits paid or provided are accounted for on basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Allocated Expenses Pursuant to a cost allocation agreement, the Company purchases administrative, investment management, accounting, marketing and data processing services from AIG or its subsidiaries. The allocation of such costs for investment management services is based on the level of assets under management. The allocation of costs for other services is based on estimated levels of usage, transactions or time incurred in providing the respective services. Income Taxes The Company is included in the consolidated federal income tax return of AIG. Under the tax sharing agreement with AIG, taxes are recognized and computed on a separate company basis. To the extent that benefits for net operating losses, foreign tax credits or net capital losses are utilized on a consolidated basis, the Company would recognize tax benefits based upon the amount of those deductions and credits utilized in the consolidated federal income tax return. The federal income tax expense or benefit reflected in the Statutory Statement of Operations 17 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- represents income taxes provided on income that is currently taxable, but excludes tax on the net realized capital gains or losses. Income taxes on capital gains or losses reflect differences in the recognition of capital gains or losses on a statutory book basis versus a tax accounting basis. The most significant of such differences involve impairments of investments, which are recorded as realized losses in the Statutory Statement of Operations but are not recognized for tax purposes, and the deferral of net capital gains and losses into the IMR for statutory book income but not for taxable income. Capital gains and losses on certain related-party transactions are recognized for statutory financial reporting purposes but are deferred for income tax reporting purposes until the security is sold to an outside party. A net DTA or deferred tax liability ("DTL") is included in the statutory statement of admitted assets, liabilities and capital and surplus, which reflect the expected future tax consequences of temporary differences between the carrying values of assets and liabilities for statutory financial reporting purposes and the amounts used for income tax reporting purposes. The change in the net DTAs and DTLs is reflected as a separate component of unassigned surplus. Net DTAs are limited to their admissible amount according to SSAP No. 10R, Income Taxes - Revised, a Temporary Replacement of SSAP No. 10" ("SSAP 10R"). ACCOUNTING CHANGES SSAP 5R Statement of Statutory Accounting Principle No. 5, "Liabilities, Contingencies and Impairments of Assets" ("SSAP 5") was revised ("SSAP 5R") effective January 1, 2011 to adopt Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 460, Guarantees, with modifications. These revisions require entities to recognize at inception, a liability it has undertaken in issuing a guarantee, even if the likelihood of having to make a payment under the guarantee is remote. These changes did not have a material impact on the Company's financial statements. SSAP 10R SSAP No. 10R, "Income Taxes - Revised, A Temporary Replacement of SSAP No. 10",modifies two components of the admission calculation that may be utilized by certain reporting entities subject to RBC requirements that meet certain RBC thresholds: a) an up to three year reversal period for temporary differences instead of one year and b) 15 percent capital and surplus limit instead of 10 percent. Gross deferred tax assets ("DTAs") are also subject to reduction by a valuation allowance if it is more likely than not that some portion or all of the gross DTA will not be realized. This guidance was originally temporarily effective for annual 2009 and interim and annual 2010 financial statements. Subsequent adopted revisions extended the SSAP No. 10R sunset clause through 2011 and incorporated additional disclosures for tax-planning strategies. The increased amount in admitted DTA is separately reported in the special surplus funds or the Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus and in the incremental DTA line of Statutory Statements of Changes in Capital and Surplus. Refer to Note 9, Federal Income Taxes for further detail. 18 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- SSAP 35R Statement of Statutory Accounting Principle No. 35, "Guaranty Fund and Other Assessments" ("SSAP 35") was revised ("SSAP 35R") effective January 1, 2011 to adopt the U.S. GAAP guidance in ASC 405-30 (SOP 97-3) with some modifications. The revised SSAP modifies the requirement for recognizing liabilities for insurance related assessments. Under the new guidance the liability is not recognized until the event obligating the entity to pay a probable or imposed assessment has occurred. This impacts prospective premium based guaranty fund assessments as the event that obligates the entity is the writing of, or becoming obligated to write or renew the premiums on which future assessments are to be based. These revisions primarily affect property and casualty companies and did not have a material impact on the Company's financial statements. SSAP 43R Statement of Statutory Accounting Principle No. 43R, "Loan-backed and Structured Securities" ("SSAP 43R") was revised effective January 1, 2011 to require that gains and losses be bifurcated between the IMR and the AVR based on management's analysis, regardless of whether the gain or loss occurs due to a sale, or a loss occurs due to OTTI. In addition, revisions to the definition of LBaSS has expanded the population of investments that are classified as LBaSS, including but not limited to pass-through securities, lease-backed securities, equipment trust certificates and credit tenant loans. These changes did not have a material impact on the Company's financial statements. SSAP 100 The Company adopted SSAP No. 100, "Fair Value Measurements" ("SSAP 100"), effective for reporting periods ending December 31, 2010. SSAP 100 defines fair value, establishes a framework for measuring fair value and expands disclosure requirements regarding fair value measurements but does not change existing guidance about whether an asset or liability is carried at fair value. SSAP 100 also clarifies that consideration of non-performance risk (own credit-risk) should not be reflected in the fair value calculation for liabilities (including derivative liabilities) at subsequent measurement. The adoption of SSAP 100 did not have a material impact on the Company's financial statements. SSAP 101 Effective January 1, 2012, SSAP No. 101, "Income Taxes, A Replacement of SSAP No. 10R and SSAP No.10" ("SSAP 101"), states that statutory DTAs that are more likely than not to be realized are limited to: (1) the amount of federal income taxes paid in prior years that can be recovered through loss carrybacks that corresponds with the Internal Revenue Code tax loss carryback provisions but not to exceed three years for existing temporary differences that reverse by the end of the subsequent calendar year, plus (2) the lesser of the remaining gross DTA expected to be realized within three years of the balance sheet date or 15 percent of the capital and surplus excluding any net DTA, EDP equipment and operating software and any net positive goodwill provided the Company's end of year RBC is greater than 300 percent, plus (3) the amount of the remaining gross DTA that can be offset against existing gross DTLs taking into account the tax character of the DTAs and DTLs and the reversal pattern of the temporary differences. The Company does not 19 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- expect that these changes will have a material impact on the company's statutory financial statements. CORRECTION OF ERRORS SSAP 3, requires that corrections of errors related to prior periods be reported as pretax adjustments to unassigned surplus. During 2011, the Company discovered that certain policies that had lapsed or terminated on the Company's policy administration system were not always appropriately updated on the reinsurance administration system resulting in over payments of reinsurance premiums over a period of years. The amount of the overpayment was recorded as an increase to uncollected premium and an increase in surplus of $6.1 million. The Company has contacted the reinsurers and deems the amounts to be appropriately recorded as collectible. DIFFERENCES IN STATUTORY ACCOUNTING AND U.S. GAAP ACCOUNTING The accompanying financial statements have been prepared in accordance with accounting practices prescribed or permitted by the TDCI. These accounting practices vary in certain respects from U.S. GAAP. The primary differences between NAIC SAP and U.S. GAAP are as follows: Under NAIC SAP, investments in insurance subsidiaries are recorded based upon the underlying statutory equity of a subsidiary with all undistributed earnings or losses shown as an unrealized gain or loss in unassigned surplus. Dividends received by the parent company from its subsidiaries are recorded through net investment income. Under U.S. GAAP, subsidiaries' financial statements are combined with the parent company's financial statements through the consolidation accounting. All intercompany balances and transactions are eliminated under U.S. GAAP. Dividends received by the parent company from its subsidiaries reduce the parent company's investment in the subsidiaries. Under NAIC SAP, the Company's non-insurance subsidiary, AGBA, is reported based on the Company's ownership interest in the equity in the underlying U.S. GAAP basis of AGBA. Since AGBA did not obtain audited U.S. GAAP basis financial statements, it was non-admitted for statutory reporting. Under NAIC SAP, certain assets designated as "non-admitted", principally certain DTAs, invested assets for which U.S. GAAP basis audited financial statements are not available and other assets not specifically identified as an admitted asset within NAIC SAP, are excluded from the accompanying Statutory Statements of Admitted Assets, Liabilities, and Capital and Surplus and are charged directly to unassigned surplus. Under U.S. GAAP, such assets, less applicable allowance accounts, are included as assets on the balance sheet. Under NAIC SAP, the policy acquisition costs that vary with and are primarily related to the acquisition of new business are expensed when incurred. Under U.S. GAAP, acquisition costs related to interest-sensitive life insurance contracts, investment contracts, traditional life insurance contracts and certain long duration accident and health insurance, to the extent recoverable from future gross profits, are deferred and amortized, generally in proportion to the present value of expected future gross profit margins. For all other insurance contracts, to the extent recoverable from future policy revenues, deferred policy acquisition costs are amortized over the premium-paying 20 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- period of the related contracts using assumptions that are consistent with those used in computing policy benefit reserves. Under NAIC SAP, sales inducements are expensed when incurred. Under U.S. GAAP, sales inducements on interest-sensitive life insurance contracts and deferred annuities, to the extent recoverable from future gross profits, are deferred and amortized, generally in proportion to the present value of expected future gross profit margins. Under NAIC SAP, when deferred premiums exist, statutory deferred premiums are held as a statutory asset and under U.S. GAAP, deferred premiums are held as a contra-liability in the future policy benefits liability. Under NAIC SAP, a liability for reinsurance balances has been provided for unsecured policy reserves, unearned premium and unpaid losses ceded to reinsurers not authorized to assume such business. Changes to those amounts are credited or charged directly to unassigned surplus. Under U.S. GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings. Under NAIC SAP, certain reinsurance contracts meeting risk transfer requirements under statutory-basis accounting practices have been accounted for using reinsurance accounting whereas such contracts would be accounted for using deposit accounting under U.S. GAAP. Under NAIC SAP, policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves, rather than as assets as would be required under U.S. GAAP. Under NAIC SAP, loading is the difference between the gross and valuation net premium. Valuation net premium is calculated using valuation assumptions which are different for statutory and U.S. GAAP. Statutory valuation assumptions are set by the Company within limits as defined by statutory law. U.S. GAAP valuation assumptions are set by the Company based on management's estimates and judgment. Policyholder funds payout annuities not involving life contingencies use different valuation assumptions for NAIC SAP and U.S. GAAP. Under NAIC SAP, prescribed rates of interest are used in the discounting of benefit payments; under U.S. GAAP, company best estimates of interest rates are used. Under NAIC SAP, the Commissioner's Reserve Valuation Method is used for the majority of individual insurance reserves; under U.S. GAAP, individual insurance policyholder liabilities for traditional forms of insurance are generally established using the net level premium method. For interest-sensitive policies, a liability for policyholder account balances is established under U.S. GAAP based on the contract value that has accrued to the benefit of the policyholder. Policy assumptions used in the estimation of policyholder liabilities are generally prescribed under NAIC SAP; under U.S. GAAP, policy assumptions are based upon best estimates as of the date the policy was issued, with provisions for the risk of adverse deviation. Under NAIC SAP, the CRVM as amended by Actuarial Guideline 43 is used for the majority of individual deferred annuity reserves; under U.S. GAAP, individual deferred annuity policyholder 21 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- liabilities are generally equal to the contract value that has accrued to the benefit of the policyholder, together with liabilities for certain guarantees under variable annuity contracts. Under NAIC SAP, statutory DTAs that are more likely than not to be realized are limited to: 1) the amount of federal income taxes paid in prior years that can be recovered through loss carry backs for existing temporary difference that reverse by the end of the subsequent calendar year, plus 2) the lesser of the remaining gross DTA expected to be realized within one year of the balance sheet date or 10 percent of the capital and surplus excluding any net DTA, EDP equipment and operating software and any net positive goodwill, plus 3) the amount of the remaining gross DTA that can be offset against existing gross DTLs. For calendar years 2011 and 2010, these limitations have been expanded, at the election of the Company, to include existing temporary differences that reverse by the end of the subsequent three calendar years and 15 percent of the capital and surplus, as adjusted above. The Company has made the election for the calendar years 2011 and 2010. The remaining DTAs are non-admitted. Deferred taxes do not include amounts for state taxes. Under U.S. GAAP, state taxes are included in the computation of deferred taxes, all DTAs are recorded, and a valuation allowance is established if it is more likely than not that some portion of the DTA will not be realized. Under NAIC SAP, income tax expense is based upon taxes currently payable. Changes in deferred taxes are reported in surplus and subject to admissibility limits; under U.S. GAAP, changes in deferred taxes are recorded in income tax expense. Under NAIC SAP, investments in bonds and preferred stocks are generally reported at amortized cost. However, if bonds are designated category "6" and preferred stocks are designated categories "4-6" by the NAIC, these investments are reported at the lesser of amortized cost or fair value with a credit or charge to unrealized investment gains or losses. For U.S. GAAP, such fixed-maturity investments are designated at purchase as held-to-maturity, trading or available-for-sale. Held-to-maturity investments are reported at amortized cost, and the remaining fixed-maturity investments are reported at fair value, with unrealized gains and losses reported in operations for those designated as trading and as a component of other comprehensive income for those designated as available-for-sale. Under NAIC SAP, all single-class and multi-class MBS or other ABS (e.g., collateralized mortgage obligations ("CMO"), MBS and ABS) are adjusted for the effects of changes in prepayment assumptions on the related accretion of discount or amortization of premium with respect to such securities using either the retrospective or prospective method. LBaSS that were other-than temporarily impaired prior to October 1, 2008 were written down to fair value. Bonds and other than LBaSS that were other-than temporarily impaired were written down to fair value. For U.S. GAAP purposes, all securities, purchased or retained, that represent beneficial interests in securitized assets (e.g., CMO, MBS and ABS securities), other than high credit quality securities, would be adjusted using the prospective method when there is a change in estimated future cash flows. If high-credit quality securities must be adjusted, the retrospective method would be used. For all fixed maturity securities, if it is determined that a decline in fair value is other than temporary, the cost basis of the security would be written down to the discounted estimated future cash flows, while the non-interest portion of the impairment would be recorded as an unrealized loss in other comprehensive income. 22 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Under NAIC SAP, when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the mortgage agreement, valuation allowances are established for temporarily-impaired mortgage loans based on the difference between the unpaid loan balance and the estimated fair value of the underlying real estate, less estimated costs to obtain and sell. The initial valuation allowance and subsequent changes in the allowance for mortgage loans are charged or credited directly to unassigned surplus rather than being included as a component of earnings as would be required under U.S. GAAP. If the impairment is other than temporary, a direct write down is recognized as a realized loss, and a new cost basis is established. Under U.S. GAAP, valuation allowances would be established when the Company determines it is probable that it will be unable to collect principal and interest due according to the contractual terms of the loan agreement. Such U.S. GAAP allowances would be based on the difference between the unpaid loan balance and the present value of expected future cash flows discounted at the loan's original effective interest rate or, if foreclosure is probable, on the estimated fair value of the underlying real estate. Under NAIC SAP, investments in real estate are reported net of related obligations; under U.S. GAAP, investments in real estate are reported on a gross basis. Under NAIC SAP, real estate owned and occupied by the Company is included in investments; under U.S. GAAP, real estate owned and occupied by the Company is reported as an operating asset, and operating income and expenses include rent for the Company's occupancy of those properties. Under NAIC SAP, derivative instruments used in hedging transactions that do not meet or no longer meet the criteria of an effective hedge are accounted for at fair value with the changes in fair value recorded as unrealized gains or losses. Under U.S. GAAP, derivative instruments used in hedging transactions that do not meet or no longer meet the criteria of an effective hedge are accounted for at fair value with the changes in fair value recorded as realized gains or losses. Under U.S. GAAP, fair value measurement for free standing derivatives incorporate either counterparty's credit risk for derivative assets or the Company's credit risk for derivative liabilities by determining the explicit cost to protect against credit exposure. This credit exposure evaluation takes into consideration observable credit default swap rates. Under U.S. GAAP, indexed life insurance features in certain variable universal life contracts are bifurcated and accounted for separately as embedded policy derivatives. Under NAIC SAP, non-performance risk (own credit-risk) was not reflected in the fair value calculations for derivative liabilities. Under NAIC SAP, joint ventures, partnerships and limited liability companies in which the Company has a minor ownership interest (i.e., less than 10 percent) or lacks control, were generally recorded based on the underlying audited U.S. GAAP equity of the investee. Under U.S. GAAP, joint ventures, partnerships and limited liability companies are carried at equity or cost depending on the equity ownership position and equity in earnings of partnerships carried at equity is recorded as investment income. Under NAIC SAP, AVR is computed in accordance with a prescribed formula and represents a provision for possible fluctuations in the value of bonds, equity securities, mortgage loans, real estate, and other invested assets. Changes to the AVR are charged or credited directly to unassigned surplus. This is not required under U.S. GAAP. Under NAIC SAP, the Company reports an IMR which represents the net accumulated unamortized realized capital gains and losses attributable to changes in the general level of interest rates on sales of fixed income investments, principally bonds and mortgage loans. Such gains or losses are amortized into income on a straight-line basis over the remaining period to maturity based on 23 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- groupings of individual securities sold in five-year bands. Realized gains and losses are reported net of tax and transfers to the IMR, below net gain from operations. Under NAIC SAP, policyholder dividends are recognized when declared rather than over the term of the related policies as required under U.S. GAAP. Under NAIC SAP, revenues for universal life and annuity policies with mortality or morbidity risk consist of the entire premium received, and benefits incurred with respect to such policies represent the total of death benefits and surrender values paid and the change in policy reserves. Premiums received for annuity policies without mortality or morbidity risk are recorded using deposit accounting, and they are credited directly to an appropriate policy reserve account without recognizing premium income. Interest credited to deposit-type contracts is recorded as an expense in the Statutory Statements of Operations when earned. Payments that represent a return of policyholder balances are recorded as a direct reduction of the liability for deposit-type contracts, rather than a benefit expense. Under U.S. GAAP, premiums received in excess of policy charges would not be recognized as premium revenue, and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values. A reconciliation of the Company's statutory net income to U.S. GAAP net income and statutory capital and surplus to U.S. GAAP shareholders' equity for the years ended December 31, 2011 and 2010 is as follows:
Net Income Capital and Surplus (in thousands of dollars) ------------------ ---------------------- 2011 2010 2011 2010 -------- -------- ---------- ---------- As reported on a statutory basis $168,402 $242,578 $ 629,299 $ 840,752 Unrealized gains (losses) on debt and equity securities -- -- 1,261,724 819,842 Deferred acquisition costs and costs of insurance purchased (23,845) (82,193) 1,008,309 1,203,222 Basis difference in invested assets -- -- (39,671) 49,406 Change in carrying value of other affiliates -- -- 30,323 30,161 Income taxes (66,431) (14,927) (740,690) (576,792) Due, deferred and advanced premiums -- -- (1,640) (1,057) Benefit reserves and other life reserve adjustments 13,699 18,492 680,556 707,169 AVR -- -- 127,416 9,401 IMR 31,659 1,165 44,008 25,662 Investment income differences (16,313) 10,980 -- -- Non-admitted assets -- -- 341,468 319,129 Other 37,805 29,430 (25,002) (17,745) -------- -------- ---------- ---------- Total adjustments (23,426) (37,053) 2,686,801 2,568,398 -------- -------- ---------- ---------- On a US GAAP basis $144,976 $205,525 $3,316,100 $3,409,150 ======== ======== ========== ==========
24 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 3. INVESTMENTS BONDS AND STOCKS The statement value gross unrealized gain, gross unrealized loss and the estimated fair value of bonds and preferred stocks by major security type at December 31, 2011 and 2010 are as follows:
GROSS GROSS STATEMENT UNREALIZED UNREALIZED FAIR VALUE GAINS LOSSES VALUE (in thousands of dollars) ---------- ---------- ---------- ---------- AT DECEMBER 31, 2011 Bonds: US government $ 11,765 $ 2,098 $ -- $ 13,863 All other governments 100,573 30,612 -- 131,185 States, territories and possessions 18,029 2,410 -- 20,439 Special revenue 746,131 138,625 -- 884,756 Political subdivisions of states, territories and possessions 53,061 7,483 (16) 60,528 Industrial and miscellaneous 6,391,951 1,086,662 (91,728) 7,386,885 Hybrid 162,670 6,861 (6,214) 163,317 ---------- ---------- -------- ---------- Total bonds 7,484,180 1,274,751 (97,958) 8,660,973 Preferred stocks 25,917 7,772 (69) 33,620 ---------- ---------- -------- ---------- Total Bonds and Preferred Stocks $7,510,097 $1,282,523 $(98,027) $8,694,593 ========== ========== ======== ========== GROSS GROSS STATEMENT UNREALIZED UNREALIZED FAIR VALUE GAINS LOSSES VALUE (in thousands of dollars) ---------- ---------- ---------- ---------- AT DECEMBER 31, 2010 Bonds: US government $ 12,027 $ 630 $ (87) $ 12,570 All other governments 17,702 4,087 -- 21,789 States, territories and possessions 13,365 127 (100) 13,392 Special revenue 537,105 53,868 (4,313) 586,660 Political subdivisions of states, territories and possessions 41,566 176 (1,509) 40,233 Industrial and miscellaneous 6,229,877 675,675 (78,190) 6,827,362 Hybrid 207,864 9,153 (6,660) 210,357 Parent, subsidiaries and affiliates -- 173,000 -- 173,000 ---------- ---------- -------- ---------- Total bonds 7,059,506 916,716 (90,859) 7,885,363 Preferred stocks 26,084 2,792 (296) 28,580 ---------- ---------- -------- ---------- Total Bonds and Preferred Stocks $7,085,590 $ 919,508 $(91,155) $7,913,943 ========== ========== ======== ==========
25 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- At December 31, 2011 and 2010 bonds carried at amortized cost of $6.4 million and $6.4 million, respectively, were on deposit with regulatory authorities in accordance with statutory requirements. The Company's fully owned subsidiary, AGPIC, carried $5.1 million and $5.0 million in special deposits with regulatory authorities as of December 31, 2011 and 2010, respectively. The following items pertain to common stocks at December 31:
2011 2010 ------- ------- (in thousands of dollars) Cost of unaffiliated common stocks $14,584 $ 8,946 Cost of affiliated common stocks 10,360 10,360 ------- ------- Total cost of common stocks $24,944 $19,306 ======= =======
The following tables summarize the Company's gross unrealized losses, including amounts on NAIC 6 and 6* bonds, and fair value on investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2011 and 2010 as follows:
LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL ------------------ ------------------ ------------------ GROSS GROSS GROSS FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED (in thousands of dollars) VALUE LOSSES VALUE LOSSES VALUE LOSSES AT DECEMBER 31, 2011 Political subdivisions of states, territories and possessions $ 1,984 $ (16) $ -- $ -- $ 1,984 $ (16) Special revenue -- -- -- -- -- -- Industrial and miscellaneous 559,161 (49,537) 185,278 (42,555) 744,439 (92,092) Hybrid 23,853 (3,521) 44,667 (2,693) 68,520 (6,214) -------- -------- -------- -------- -------- -------- Total bonds 584,998 (53,074) 229,945 (45,248) 814,943 (98,322) Common stock 29 (8) -- -- 29 (8) Preferred stock 33 -- 931 (69) 964 (69) -------- -------- -------- -------- -------- -------- Total temporarily impaired securities $585,060 $(53,082) $230,876 $(45,317) $815,936 $(98,399) ======== ======== ======== ======== ======== ========
26 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL ------------------ ------------------ -------------------- GROSS GROSS GROSS FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED (in thousands of dollars) VALUE LOSSES VALUE LOSSES VALUE LOSSES AT DECEMBER 31, 2010 U.S. Governments $ 3,438 $ (87) $ -- $ -- $ 3,438 $ (87) States, territories and possessions 3,732 (100) -- -- 3,732 (100) Political subdivisions of states, territories and possessions 30,257 (1,508) -- -- 30,257 (1,508) Special revenue 95,826 (4,313) -- -- 95,826 (4,313) Industrial and miscellaneous 391,161 (15,452) 419,661 (63,104) 810,822 (78,556) Hybrid 62,582 (2,478) 42,544 (4,182) 105,126 (6,660) -------- -------- -------- -------- ---------- -------- Total bonds 586,996 (23,938) 462,205 (67,286) 1,049,201 (91,224) Common stock 2,066 (261) 32 (2,533) 2,098 (2,794) Preferred stock 955 (61) 965 (235) 1,920 (296) -------- -------- -------- -------- ---------- -------- Total temporarily impaired securities $590,017 $(24,260) $463,202 $(70,054) $1,053,219 $(94,314) ======== ======== ======== ======== ========== ========
The determination that a security has incurred an other-than-temporary decline in value and the amount of any loss recognition requires the judgment of the Company's management and a continual review of its investments. As of December 31, 2011 and 2010, all of the unrealized losses in the table shown above were considered to be temporary based on the results of this review. As of December 31, 2011, the Company held 161 individual bond securities that were in an unrealized loss position, of which 38 individual investments were in an unrealized loss position continuously for 12 months or more. A summary of the statement value and fair value of the Company's investments in bonds at December 31, 2011 and 2010, by expected maturity, is as follows:
2011 2010 --------------------- --------------------- STATEMENT FAIR STATEMENT FAIR VALUE VALUE VALUE VALUE (in thousands of dollars) ---------- ---------- ---------- ---------- YEARS TO MATURITY One or less $ 243,055 $ 253,131 $ 22,712 $ 196,534 After one through five 397,154 425,695 655,781 709,586 After five through ten 1,080,090 1,203,756 1,184,399 1,303,524 After ten 3,966,260 4,768,049 4,381,905 4,797,914 Mortgage-backed securities 1,797,621 2,010,342 814,709 877,805 ---------- ---------- ---------- ---------- $7,484,180 $8,660,973 $7,059,506 $7,885,363 ========== ========== ========== ==========
27 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The expected maturities in the foregoing table may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Bonds in or near default as to payment of principal or interest had a carrying value of $11.4 million and $22.4 million at December 31, 2011 and 2010, respectively, which is the fair value. At December 31, 2011 and 2010, the Company held unrated or less-than-investment grade corporate bonds of $617.7 million and $444.9 million, respectively, with an aggregate fair value of $607.1 million and $451.4 million, respectively. Those holdings amounted to 8.3% and 6.3% of the Company's investments in bonds at December 31, 2011 and 2010, respectively, and 6.5% and 4.6% of the Company's total admitted assets at December 31, 2011 and 2010, respectively. The Company performs periodic evaluations of the relative credit standing of the issuers of the bonds that it holds as investments. LBASS The Company determines fair value of LBaSS on the amount at which a security could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The majority of the Company's ABS, RMBS, CMBS, and collateralized debt obligations ("CDOs") are priced by approved commercial pricing vendors and broker dealer quotations. A small portion of the LBaSS that are not traded in active markets are priced by market standard internal valuation methodologies, which include discounted cash flow methodologies and matrix pricing. The fair values are based on available market information and management's judgments. The fair value and carrying value of the Company's LBaSS as of December 31, 2011 and 2010 were as follows:
2011 2010 (in thousands of dollars) ------------------------- ------------------------- Carrying Value Fair Value Carrying Value Fair Value -------------- ---------- -------------- ---------- Loan-backed and Structured Securities $1,797,621 $2,010,342 $814,708 $877,805
Prepayment assumptions for single class, multi-class MBS and ABS were obtained from independent third party services or internal estimates. These assumptions are consistent with the current interest rate and economic environment. At December 31, 2011 and 2010 the Company had exposure to a variety of LBaSS including, but not limited to, RMBS, CMBS and CDOs. These securities could have significant concentrations of credit risk by country, geographical region, property type, servicer or other characteristics. As part of its quarterly surveillance process, the Company takes into account many of these characteristics in making its assessment of OTTI. At December 31, 2011 and 2010, the Company did not have any securities within the scope of SSAP 43R with a recognized OTTI due to the intent to sell or an inability or lack of intent to retain the security for a period of time sufficient to recover the amortized cost basis. At December 31, 2011 the Company held the following LBaSS for which it had recognized credit-related OTTI: 28 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
BOOK/ADJUSTED PRESENT DATE OF CARRYING VALUE VALUE OF FINANCIAL AMORTIZED COST PROJECTED AMORTIZED FAIR VALUE STATEMENT BEFORE CURRENT CASH RECOGNIZED COST AFTER- AT TIME OF WHERE CUSIP PERIOD OTTI FLOWS OTTI OTTI OTTI REPORTED ----- -------------- ---------- ---------- ----------- ---------- --------- 03927NAC7 517,040 497,500 19,540 497,500 750,000 4Q09 03927NAE3 298,654 278,700 19,954 278,700 300,000 4Q09 03927NAF0 159,873 136,650 23,223 136,650 135,000 4Q09 059469AE6 4,291,354 4,094,860 196,494 4,094,860 2,031,870 4Q09 07388VAN8 721,267 598,500 122,767 598,500 242,151 4Q09 12543TBA2 11,586,390 11,102,279 484,111 11,102,279 5,666,771 4Q09 12544TAF1 14,845,460 13,964,405 881,055 13,964,405 9,520,755 4Q09 12545AAP9 6,323,659 5,840,053 483,605 5,840,053 2,010,100 4Q09 16163HAU5 4,426,862 4,269,025 157,837 4,269,025 1,799,037 4Q09 173104AJ9 1,406,481 1,052,319 354,162 1,052,319 1,330,830 4Q09 173104AK6 216,586 159,300 57,286 159,300 432,667 4Q09 36170VAF6 2,407,059 708,000 1,699,059 708,000 300,000 4Q09 36170VAG4 10,047 0 10,047 0 275,000 4Q09 46631QBB7 1,690,043 1,634,684 55,360 1,634,684 534,192 4Q09 69573WAE1 11,323 11,075 247 11,075 12,396 4Q09 36318JAE9 6,249,963 837,979 5,411,984 837,979 3,531,250 4Q09 ---------- ---------- --------- ---------- ---------- Quarterly Total 55,162,061 45,185,329 9,976,731 45,185,329 28,872,019 ---------- ---------- --------- ---------- ---------- 059511AU9 5,156,577 1,909,046 3,247,530 1,909,046 867,859 1Q10 07388VAN8 598,687 389,408 209,279 389,408 242,493 1Q10 36170VAF6 715,539 69,266 646,273 69,266 300,000 1Q10 46631QBB7 1,637,734 1,295,666 342,067 1,295,666 539,664 1Q10 173104AJ9 1,049,333 770,283 279,050 770,283 1,376,980 1Q10 173104AK6 158,819 151,337 7,482 151,337 448,204 1Q10 ---------- ---------- --------- ---------- ---------- Quarterly Total 9,316,689 4,585,006 4,731,681 4,585,006 3,775,200 ---------- ---------- --------- ---------- ---------- 03927NAC7 353,750 210,366 143,384 210,366 209,560 2Q10 03927NAD5 309,727 144,720 165,007 144,720 143,820 2Q10 03927NAE3 282,109 78,226 203,883 78,226 78,225 2Q10 03927NAF0 138,789 34,791 103,998 34,791 210,000 2Q10 059511AM7 3,945,741 374,371 3,571,370 374,371 602,696 2Q10 059511AU9 1,927,083 505,918 1,421,165 505,918 903,403 2Q10 07388VAN8 392,492 61,066 331,426 61,066 245,313 2Q10 173104AK6 152,454 151,644 810 151,644 475,382 2Q10 36170VAF6 69,713 18,799 50,914 18,799 2,888 2Q10 46631QBB7 1,308,104 385,661 922,443 385,661 552,020 2Q10 ---------- ---------- --------- ---------- ----------
29 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Quarterly Total 8,879,962 1,965,562 6,914,400 1,965,562 3,423,307 ---------- ---------- --------- ---------- ---------- BOOK/ADJUSTED CARRYING VALUE DATE OF AMORTIZED PRESENT FINANCIAL COST BEFORE VALUE OF AMORTIZED FAIR VALUE STATEMENT CURRENT PROJECTED RECOGNIZED COST AFTER- AT TIME OF WHERE CUSIP PERIOD OTTI CASH FLOWS OTTI OTTI OTTI REPORTED ----- ------------- ---------- ---------- ----------- ---------- --------- 059469AE6 4,101,383 3,941,270 160,113 3,941,270 3,397,380 3Q10 05946XP64 4,949,700 4,875,895 73,805 4,875,895 4,203,680 3Q10 05946XY56 7,195,045 7,145,101 49,945 7,145,101 4,857,712 3Q10 059511AM7 377,036 241,591 135,445 241,591 628,730 3Q10 059511AU9 509,337 285,943 223,394 285,943 240,395 3Q10 05952FAM5 4,006,580 3,906,883 99,697 3,906,883 3,220,006 3Q10 12543TBA2 12,136,946 11,542,633 594,313 11,542,633 7,705,072 3Q10 12545AAP9 6,530,779 6,204,966 325,813 6,204,966 3,377,569 3Q10 173104AJ9 788,199 780,445 7,753 780,445 780,445 3Q10 173104AK6 152,587 131,100 21,488 131,100 171,804 3Q10 46631QBB7 388,190 303,983 84,206 303,983 301,230 3Q10 ---------- ---------- --------- ---------- ---------- Quarterly Total 41,135,782 39,359,810 1,775,972 39,359,810 28,884,023 ---------- ---------- --------- ---------- ---------- 03927NAC7 90,574 42,272 48,302 42,272 42,272 4Q10 059469AE6 3,937,322 3,933,705 3,617 3,933,705 3,471,925 4Q10 059511AM7 184,009 97,338 86,671 97,338 635,360 4Q10 059511AU9 167,022 78,269 88,753 78,269 433,703 4Q10 05952FAM5 3,978,418 3,926,584 51,834 3,926,584 3,202,492 4Q10 12543TBA2 11,987,283 11,594,601 392,682 11,594,601 8,184,285 4Q10 12667F4G7 15,800,132 14,852,094 948,038 14,852,094 13,549,383 4Q10 173104AJ9 786,401 720,773 65,628 720,773 1,518,140 4Q10 173104AK6 133,040 120,767 12,273 120,767 167,151 4Q10 46631QBB7 211,675 68,194 143,481 68,194 548,496 4Q10 ---------- ---------- --------- ---------- ---------- Quarterly Total 37,275,876 35,434,597 1,841,279 35,434,597 31,753,207 ---------- ---------- --------- ---------- ---------- 059469AE6 3,928,756 3,781,420 147,336 3,781,420 3,600,930 1Q 11 05946XP64 4,716,051 4,416,837 299,214 4,416,837 4,692,431 1Q 11 05946XY56 7,164,350 6,767,837 396,513 6,767,837 6,679,920 1Q 11 12544TAF1 14,069,000 13,754,585 314,415 13,754,585 13,754,585 1Q 11 12667F4G7 14,971,945 14,047,506 924,438 14,047,506 11,456,791 1Q 11 16163HAE1 4,190,081 4,174,800 15,281 4,174,800 4,185,105 1Q 11 16163HAU5 4,318,343 4,132,420 185,923 4,132,420 4,480,060 1Q 11 ---------- ---------- --------- ---------- ----------
30 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Quarterly Total 53,358,526 51,075,405 2,283,120 51,075,405 48,849,822 ---------- ---------- --------- ---------- ---------- 059469AE6 3,778,004 3,704,860 73,144 3,704,860 3,434,080 2Q 11 05946XP64 4,313,213 4,283,327 29,886 4,283,327 4,572,120 2Q 11 05946XY56 6,776,642 6,724,915 51,727 6,724,915 6,617,534 2Q 11 05952FAM5 3,958,710 3,950,895 7,815 3,950,895 4,555,160 2Q 11 12543TBA2 11,959,078 10,473,797 1,485,281 10,473,797 10,473,671 2Q 11 12544TAF1 13,785,246 13,592,313 192,934 13,592,313 13,592,313 2Q 11 12667F4G7 14,308,870 14,158,016 150,854 14,158,016 12,949,186 2Q 11 16163HAE1 4,175,070 4,108,915 66,155 4,108,915 4,142,375 2Q 11 16163HAU5 4,146,577 4,089,090 57,487 4,089,090 4,089,000 2Q 11 86359LTG4 26,041,509 25,792,718 248,791 25,792,718 20,360,447 2Q 11 ---------- ---------- --------- ---------- ---------- Quarterly Total 93,242,919 90,878,846 2,364,074 90,878,846 84,785,886 ---------- ---------- --------- ---------- ----------
31 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
BOOK/ADJUSTED CARRYING VALUE DATE OF AMORTIZED PRESENT FINANCIAL COST BEFORE VALUE OF AMORTIZED FAIR VALUE STATEMENT CURRENT PROJECTED RECOGNIZED COST AFTER- AT TIME OF WHERE CUSIP PERIOD OTTI CASH FLOWS OTTI OTTI OTTI REPORTED ----- ------------- ----------- ---------- ----------- ----------- --------- 059469AE6 3,702,035 3,644,965 57,070 3,644,965 3,207,830 3Q 11 05946XP64 4,157,051 4,148,758 8,293 4,148,758 4,148,758 3Q 11 05946XY56 6,734,082 6,659,622 74,460 6,659,622 6,621,833 3Q 11 12543TBA2 10,777,813 9,615,472 1,162,341 9,615,472 11,233,028 3Q 11 12544TAF1 13,623,551 13,303,323 320,229 13,303,323 13,914,014 3Q 11 12545AAP9 5,913,443 5,879,393 34,050 5,879,393 6,628,485 3Q 11 12667F4G7 14,519,243 12,422,138 2,097,105 12,422,138 12,369,340 3Q 11 16163HAE1 4,109,006 4,057,000 52,006 4,057,000 4,049,360 3Q 11 16163HAU5 4,103,748 4,024,615 79,133 4,024,615 4,024,500 3Q 11 45660LW96 16,677,587 16,000,399 677,188 16,000,399 13,601,494 3Q 11 74160MGV8 81,230 64,879 16,351 64,879 196,505 3Q 11 86359LTG4 25,716,964 24,486,757 1,230,207 24,486,757 19,568,959 3Q 11 94983GAD0 25,802,935 24,194,965 1,607,970 24,194,965 23,727,285 3Q 11 94986CAA2 10,198,994 9,535,798 663,196 9,535,798 10,290,820 3Q 11 ----------- ----------- --------- ----------- ----------- Quarterly Total 146,117,682 138,038,084 8,079,599 138,038,084 133,582,211 ----------- ----------- --------- ----------- ----------- 05946XY56 6,667,561 6,661,687 5,873 6,661,687 6,635,751 4Q 11 16163HAE1 4,056,136 4,014,830 41,306 4,014,830 3,985,400 4Q 11 45660LW96 15,805,274 15,308,130 497,143 15,308,130 10,842,223 4Q 11 61749CAD3 9,656,224 9,398,154 258,069 9,398,154 8,933,358 4Q 11 94983GAD0 23,407,460 22,586,869 820,591 22,586,869 20,457,073 4Q 11 94986CAA2 9,450,296 9,334,052 116,244 9,334,052 8,808,963 4Q 11 ----------- ----------- --------- ----------- ----------- Quarterly Total 69,042,951 67,303,722 1,739,226 67,303,722 59,662,768 ----------- ----------- --------- ----------- -----------
For the years ended December 31, 2011 and 2010, the Company recognized total OTTI of $14.4 million and $15.3 million, respectively, for LBaSS that were still held by the Company at December 31, 2011 and 2010. In addition, at December 31, 2011 and 2010, the Company held impaired securities (fair value is less than cost or amortized cost) for which an interest related portion of OTTI had not been recognized in earnings as a realized loss. Such impairments include securities with a recognized OTTI for non-interest related declines that were recognized in earnings, but for which an associated interest related decline has not been recognized in earnings as a realized loss. The aggregate amount of unrealized losses and fair values for such securities, segregated between those securities that have been in a continuous unrealized loss position for less than 12 months and greater than 12 months, respectively, were as follows: 32 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
December 31, 2011 December 31, 2010 (in thousands of dollars) ------------------ ------------------ Fair Unrealized Fair Unrealized Value Losses Value Losses -------- ---------- -------- ---------- Less Than 12 months $238,923 $(23,365) $ 46,263 $ (3,332) 12 months or more 126,231 (21,019) 111,235 (34,257) -------- -------- -------- -------- Total $365,154 $(44,384) $157,498 $(37,589) ======== ======== ======== ========
In its OTTI assessment, the Company considers all information relevant to the collectability of the security, including past history, current conditions and reasonable forecasts when developing an estimate of future cash flows. Relevant analyst reports and forecasts for the asset class also receive appropriate consideration. The Company also considers how credit enhancements affect the expected performance of the security. In addition, the Company also considers its cash and working capital requirements and generally considers expected cash flows in relation to its business plans and how such forecasts affect the intent and ability to hold such securities to recovery of their amortized cost. The Company does not have any LBaSS for which it is not practicable to estimate fair values in accordance with SSAP 100. The following table presents a rollforward of the credit related OTTI for LBaSS for the year ended December 31, 2011 and 2010:
12/31/2011 12/31/2010 (in thousands of dollars) ---------- ---------- Opening Balance $25,345 $10,023 Increases due to: Credit impairments on new securities subject to impairment losses 6,310 8,156 Additional credit impairment on previously impaired investments 8,156 7,166 Reductions due to: Credit impaired securities fully disposed for which there was no prior intent or requirement to sell 105 -- ------- ------- Ending Balance $39,706 $25,345 ======= =======
MORTGAGE LOANS Mortgage loans had outstanding principal balances of $966.4 million and $1,008.6 million at December 31, 2011 and 2010, respectively. Contractual interest rates range from 5.13% to 9.50%. The weighted average contractual interest rate on these mortgage loans at December 31, 2011 was approximately 6.53% with maturity dates ranging from 2012 to 2040. 33 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The Company's mortgage loans are collateralized by a variety of commercial real estate property types located throughout the United States. Substantially all of the commercial mortgage loans are non-recourse to the borrower. The mortgage loan portfolio was distributed as follows at December 31, 2011 and 2010:
GEOGRAPHIC PROPERTY TYPE DISTRIBUTION DISTRIBUTION ------------ ------------ 2011 2010 2011 2010 ----- ----- ----- ----- E. North Central 4.5% 4.5% Office 30.6% 31.5% E. South Central 4.1% 4.1% Retail 20.6% 20.3% Mid-Atlantic 33.6% 32.9% Industrial 16.0% 16.0% Mountain 3.7% 3.6% Hotel 9.8% 9.5% New England 4.5% 4.5% Multi-Family 19.8% 19.5% Pacific 24.9% 24.6% Mobile Homes 3.2% 3.1% South Atlantic 12.9% 14.0% W. North Central 3.7% 3.7% W. South Central 8.0% 8.2% ----- ----- ----- ----- Total 100.0% 100.0% Total 100.0% 100.0% ===== ===== ===== =====
The total allowance for credit losses at December 31, 2011 and 2010 was $10.2 million and $21.8 million, respectively. The Company held no mortgage loan with interest more than 180 days past due at December 31, 2011 or 2010. There were no taxes, assessments or any other amounts advanced by the Company on mortgage loans outstanding during 2011 or 2010. There was one restructured loan with a carrying value of $4.1 million at December 31, 2011. The Company held no restructured loans at December 31, 2010. At December 31, 2011 and 2010, there were no impaired mortgage loans with or without a related allowance. The Company recognizes interest income from any impaired loans upon receipt. The activity for the allowance for credit losses during 2011 and 2010 is as follows:
2011 2010 (in thousands of dollars) ------- ------- Balance at beginning of period $21,834 $ 4,518 Allowance charged to unrealized capital loss (4,449) 17,316 Direct write-downs charged against the allowances (7,150) -- ------- ------- Balance at end of period $10,235 $21,834 ======= =======
34 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The mortgage loan portfolio has been originated by the Company under strict underwriting standards. Commercial mortgage loans on properties such as offices, hotels and shopping centers generally represent a higher level of risk than do mortgage loans secured by multifamily residences. This greater risk is due to several factors, including the larger size of such loans and the more immediate effects of general economic conditions on these commercial property types. However, due to the Company's strict underwriting standards, the Company believes that it has prudently managed the risk attributable to its mortgage loan portfolio while maintaining attractive yields. The Company did not reduce the interest rates for any of its outstanding mortgage loans during 2011 or 2010. The maximum and minimum lending rates for new mortgage loans made during 2011 and 2010 were as follows:
2011 2010 --------------- -------------- MAXIMUM MINIMUM MAXIMUM MINIMUM ------- ------- ------- ------- Multifamily N/A N/A 5.8% 5.8% Hotel/Motel N/A N/A 6.0% 6.0%
The maximum percentage of any one loan to the value of security at the time of the loan, exclusive of insured, guaranteed or purchase money mortgage, was 80% during 2011 and 2010. REAL ESTATE The components of the Company's real estate are as follows:
2011 2010 (in thousands of dollars) ------- ------- Properties Occupied by the Company $36,278 $38,582 Properties Held for the production of income 978 2,808 Properties Held for sale 4,671 -- ------- ------- Total $41,927 $41,390 ======= =======
The Company recognized no impairment write-down of real estate investments in either 2011 or 2010. 35 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- OTHER INVESTED ASSETS THE FOLLOWING PERTAINS TO OTHER INVESTED ASSETS AT DECEMBER 31, 2011 AND 2010:
2011 2010 (in thousands of dollars) -------- -------- Investment in Limited Liability Companies $ 17,364 $ 4,569 Investments in limited partnerships 215,404 238,479 Other unaffiliated investments 2,432 2,430 Receivable for securities 27,925 16,609 Less: Non-admitted assets (14,828) (11,417) -------- -------- Total $248,297 $250,670 ======== ========
36 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- INVESTMENT INCOME Net investment income earned for the years ended December 31, 2011 and 2010 consists of the following:
2011 2010 -------- -------- Investment Income: Bonds (unaffiliated) $525,597 $560,344 Bonds of affiliates 6,799 9,636 Preferred stocks (unaffiliated) 1,838 1,825 Common stocks (unaffiliated) 1,314 2,332 Common stocks (affiliated) -- 2,000 Mortgage loans 61,374 62,749 Real estate 7,228 7,591 Contract loans 31,185 31,689 Cash and short-term investments 336 481 Derivative instruments (523) (185) Other invested assets 9,816 15,360 Other 366 155 -------- -------- Total investment income 645,330 693,977 Investment Expenses (17,059) (11,852) -------- -------- Net investment income $628,271 $682,125 ======== ========
Due and accrued income on bonds is excluded from investment income when amounts are over 90 days past due and had not previously been written off and charged against investment income. The total amount excluded from due and accrued investment income was $22.2 million and $17.0 million at December 31, 2011 and 2010, respectively. 37 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- CAPITAL GAINS AND LOSSES Realized capital gains and losses are reported net of federal income taxes and amounts transferred to the IMR as follows:
YEARS ENDED DECEMBER 31, 2011 2010 (in thousands of dollars) -------- -------- Realized gains (losses) on investments: Bonds $ 27,015 $ 38,412 Preferred and Common Stock 845 (172) Securities Lending Collateral -- 4,691 Real Estate 8,627 -- Other Invested Assets -- (4,836) Derivatives 6 (1,661) Mortgage Loans (7,150) -- Other 399 (1,016) -------- -------- Realized capital gains (losses), pretax 29,742 35,418 Less: Realized capital losses transferred to IMR (24,725) (55,812) -------- -------- 5,017 (20,394) Federal income tax benefit (expense) on realized capital gains/losses (10,409) (24,095) -------- -------- Net realized capital losses $ (5,392) $(44,489) ======== ========
Proceeds from sales of bonds and preferred stocks, excluding maturities, and related gross realized capital gains and losses are as follows:
2011 2010 (in thousands of dollars) -------- -------- Proceeds $350,191 $591,248 -------- -------- Gross realized gains 42,422 55,964 Gross realized losses (680) (2,302) -------- -------- Total realized capital gains $ 41,742 $ 53,662 ======== ========
During the years ended December 31, 2011 and 2010, the Company recognized $22.6 million and $23.2 million respectively, of impairment write-downs in accordance with the impairment policy described in Note 2. The net changes in unrealized capital gains and losses, including the impact of foreign currency, for the years ended December 31, 2011 and 2010 are as follows: 38 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 2011 2010 (in thousands of dollars) -------- -------- Change in unrealized gains (losses) of investments: Bonds $172,601 $ 1,112 Common stocks (unaffiliated) (106) (200) Common stocks (affiliated) (163) (2,018) Mortgage loans 11,599 (17,317) Derivative instruments 3,375 (858) Other invested assets (3,857) 2,201 -------- -------- Net change in unrealized capital gains (losses) of investments $183,449 $(17,080) ======== ========
MAIDEN LANE II ("ML II") At December 31, 2011 and 2010, the investment in ML II was classified and accounted for as bonds (LBaSS), pursuant to an SVO action of the NAIC. See Note 2 for additional information. The Company reported the following amounts for ML II in LBaSS:
(in thousands of dollars) LBASS LBASS PAR VALUE STATEMENT VALUE STATEMENT VALUE DECEMBER 31, 2011 DECEMBER 31, 2011 DECEMBER 31, 2010 ----------------- ----------------- ----------------- ML II $133,056 $58,166 $42,957
39 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- SUBPRIME MORTGAGE RISK EXPOSURE The Company has no direct exposure through investments in subprime mortgage loans. The Company's direct exposure through other investments is primarily in RMBS. The following table provides information on the Company's investments with subprime exposure in RMBS as of December 31, 2011:
BOOK/ (in thousands of dollars) ADJUSTED OTTI ACTUAL CARRYING FAIR RECOGNIZED COST VALUE VALUE TO DATE DECEMBER 31, 2011 ------ -------- ------ ---------- RMBS $5,358 $5,562 $5,321 $-- Collaterized debt obligations -- -- -- -- ------ ------ ------ --- Total subprime exposure $5,358 $5,562 $5,321 $-- ====== ====== ====== ===
The following table provides information on the Company's investments with subprime exposure in RMBS as of December 31, 2010:
BOOK/ (in thousands of dollars) ADJUSTED OTTI ACTUAL CARRYING FAIR RECOGNIZED COST VALUE VALUE TO DATE DECEMBER 31, 2010 ------ -------- ----- ---------- RMBS $-- $-- $ -- $-- Collaterized debt obligations -- -- 982 -- --- --- ---- --- Total subprime exposure $-- $-- $982 $-- === === ==== ===
4. DERIVATIVE FINANCIAL INSTRUMENTS The Company has taken positions in certain derivative financial instruments in order to mitigate or hedge the impact of changes in interest rates, foreign currencies and equity markets on cash flows from investment income, policyholder liabilities and equity. Financial instruments used by the Company for such purposes include cross-currency swaps and call options. The Company does not engage in the use of derivative instruments for speculative purposes and is neither a dealer nor trader in derivative instruments. All derivative instruments are recognized in the financial statements. The Company has determined that its derivative financial instruments do not qualify for hedge accounting. As a result, all of the Company's derivatives are accounted for at fair value and the changes in the fair 40 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- value recorded in surplus as unrealized gains or losses, net of deferred taxes. The Company's exchange traded contracts have no recorded value as they are net cash settled daily. SWAPS AND OPTIONS The Company has entered into an interest rate/cross-currency swap agreement as a hedge for invested assets denominated in a foreign currency, to mitigate the impact of changes in interest rates and foreign currency values on cash flows. Interest rate/cross-currency swap agreements ("Swap Agreements") are agreements to exchange with a counterparty, at specified intervals, interest rate payments of differing character (for example, variable-rate payments exchanged for fixed-rate payments) or in different currencies, based on an underlying principal balance (notional amount). Generally no cash is exchanged at the outset of the contract and no principal payments are made by either party. A single net payment is usually made by one counterparty at each interest payment due date, and this net payment is included in the statutory statement of operations. Options are contracts that grant the purchaser, for a premium payment, the right, but not the obligation, either to purchase or sell a financial instrument at a specified price within a specified period of time. The Company purchases call options on the S & P 500 Index, Dow Jones Eurostoxx 50 the Hang Seng Index and the Nikkei 225 Index to hedge certain guarantees of specific equity-indexed universal life policy values. CURRENCY RISK Foreign exchange contracts used by the Company include cross-currency swaps, which are used to reduce risks from changes in currency exchange rates with respect to investments denominated in foreign currencies that the Company holds. EQUITY RISK The Company's components of market risk on invested assets and policyholder liabilities include interest rate, foreign currency exchange rates, swap spreads, volatility, correlation, equity and yield curve risk. The Company controls these exposures to market risk by taking offsetting positions in the derivative financial instruments as described above. CREDIT RISK The Company is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments, but it does not expect any counterparties to fail to meet their obligations given their high credit ratings. The credit exposure of Swap Agreements is represented by the fair value of contracts with a positive fair value at the reporting date. The credit exposure of the put options is represented by any negative difference in fair value and strike price of the underlying securities. There is minimal credit risk of futures since the variation margin is settled daily in cash. The Company generally uses International Swaps and Derivatives Association Master Agreements and Credit Support Annexes with bilateral collateral provisions to reduce 41 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- counterparty credit exposures. In the unlikely event of a failure to perform by any of the counterparties to these derivative transactions, there would not be a material effect on the Company's admitted assets, liabilities and capital and surplus. The table below summarizes the Company's derivatives included in the Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus at December 31, 2011 and 2010:
(in thousands of dollars) Net Derivative Derivative Assets Derivative Liabilities Assets/(Liabilities) ------------------- ---------------------- ------------------ Notional Estimated Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Amount Fair Value -------- ---------- -------- ---------- -------- ---------- DECEMBER 31, 2011 Foreign currency swaps/ Interest rate swaps $245 $24 $52,930 $2,464 $52,685 $(2,440) ---- --- ------- ------ ------- ------- Total $245 $24 $52,930 $2,464 $52,685 $(2,440) ==== === ======= ====== ======= ======= Net Derivative Derivative Assets Derivative Liabilities Assets/(Liabilities) ------------------- ---------------------- ------------------ Notional Estimated Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Amount Fair Value -------- ---------- -------- ---------- -------- ---------- DECEMBER 31, 2010 Foreign currency swaps/ Interest rate swaps $ -- $-- $52,793 $5,836 $52,793 $(5,836) ---- --- ------- ------ ------- ------- Total $ -- $-- $52,793 $5,836 $52,793 $(5,836) ==== === ======= ====== ======= =======
42 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 5. INFORMATION ABOUT FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK The table below summarizes the notional amount of the Company's financial instruments with off-balance sheet risk at December 31, 2011 and 2010:
(in thousands of dollars) Contract / Final Notional Amount Maturity Date --------------- ------------- DECEMBER 31, 2011 Derivative hedging assets: Foreign currency swaps / Interest rate swaps / options $52,793 2022 Derivative hedging liabilities: Foreign currency swaps / Interest rate swaps / options $ 109 2012 Total $52,684 Contract / Final Notional Amount Maturity Date --------------- ------------- DECEMBER 31, 2010 Derivative hedging assets: Foreign currency swaps / Interest rate swaps / options $52,793 2022 Derivative hedging liabilities: Foreign currency swaps / Interest rate swaps / options ------- Total $52,793 =======
The Company is exposed to potential credit loss in the event of nonperformance by counterparties, but it does not expect any counterparties to fail to meet their obligations given their high credit ratings. The credit exposure to the Company's derivative contracts is limited to the fair value of such contracts that are favorable to the Company at the reporting date. The credit exposure to the Company's derivative contracts aggregated $2.6 million and $0.8 million at December 31, 2011 and 2010, respectively. The Company has entered into such agreements with investment-grade-rated brokerage firms and non-performance by counterparties is not anticipated, however, collateral is held or pledged in the form of cash. 6. FAIR VALUE MEASUREMENTS THE FAIR VALUE OF FINANCIAL INSTRUMENTS The following fair value disclosures are limited to reasonable estimates of the fair value of only the Company's financial instruments. The disclosures do not address the value of the Company's recognized and unrecognized non-financial assets and liabilities or the value of anticipated future business. The Company does not plan to sell most of its assets or settle most of its liabilities at these estimated fair values. 43 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Selling expenses and potential taxes are not included. The estimated fair value amounts were determined using available market information, current pricing information and various valuation methodologies. If quoted market prices were not readily available for a financial instrument, management determined an estimated fair value. Accordingly, the estimates may not be indicative of the amounts for which the financial instruments could be exchanged in a current or future market transaction. The following methods and assumptions are used by the Company to estimate the fair value of each class of financial instruments for which it is practicable to estimate the value: Bonds: Fair value is based principally on value from independent pricing services, broker quotes and other independent information, excluding non-admitted affiliated bond of $173 million at December 31, 2010. Common (unaffiliated) and Preferred stocks: Fair value is based principally on value from independent pricing services, broker quotes and other independent information. Mortgage Loans: Fair values are primarily determined by discounting cash flows to the present at current market rates using expected prepayment rates. Contract Loans: The fair values of policy loans were estimated using discounted cash flow analyses, using interest rates currently being offered for similar loans as stated in the policy provisions. Loans with similar characteristics are aggregated for purposes of the calculations. Other Invested Assets: Fair value of limited partnerships accounted for by using the equity method of accounting is based upon the fair value of the net assets of the partnerships as determined by the general partners, and approximates carrying value, excluding non-admitted amount. Cash and Short Term Investments: Carrying values approximate fair values because of the relatively short period of time between origination and expected realization. Accrued investment income: Carrying value approximates fair value because of the relatively short period of time between origination and expected realization. Policyholder contract deposits: Fair value for policyholder contract deposits associated with investment contracts (those without significant mortality risk) not accounted for at fair value were estimated for disclosure purposes using discounted cash flow calculations based upon interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued. Where no similar contracts are being offered, the discount rate is the appropriate tenor swap rates (if available) or current risk-free interest rates consistent with the currency in which cash flows are denominated. Derivative liabilities: Such amounts can be exchange-traded or traded OTC. The Company generally values exchange-traded derivatives, if any, using quoted prices in active markets for identical derivatives at the balance sheet date. 44 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Receivables/payables for securities: Such amounts represent transactions of a short-term nature for which the carrying value is considered a reasonable estimate of fair value. The estimated fair values of the Company's financial instruments compared to their statement values at December 31 were as follows:
2011 2010 ------------------------- ------------------------ ESTIMATED STATEMENT ESTIMATED STATEMENT FAIR VALUE VALUE FAIR VALUE VALUE ----------- ---------- ----------- ---------- (in thousands of dollars) Assets: Cash overdraft $ (9,310) $ (9,310) $ (18,959) $ (18,959) Short-term investments 53,957 53,957 534,549 534,549 Bonds 8,660,973 7,484,180 7,712,363 7,059,506 Preferred stocks 33,620 25,917 28,580 26,084 Common stocks 35,571 35,340 29,967 29,967 Mortgage loans 1,051,682 956,180 1,014,593 986,740 Contract loans 695,318 416,567 613,141 427,988 Other invested assets 235,619 220,372 234,268 234,062 ----------- ---------- ----------- ---------- Total $10,757,430 $9,183,203 $10,148,502 $9,279,937 =========== ========== =========== ========== Liabilities: Policyholder contract deposits $ 40,429 $ 40,429 $ 42,419 $ 42,419 Derivative liabilities 2,440 2,440 5,836 5,836 Payable for securities 24,236 24,236 8,520 8,520 ----------- ---------- ----------- ---------- $ 67,105 $ 67,105 $ 56,775 $ 56,775 =========== ========== =========== ==========
FAIR VALUE MEASUREMENTS The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Conversely, financial instruments traded in other-than-active markets or that do not have quoted prices have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. An active market is one in which transactions for the asset or liability being valued occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. An other-than-active market is one in which 45 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- there are few transactions, the prices are not current, price quotations vary substantially either over time or among market makers, or in which little information is released publicly for the asset or liability being valued. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and general market conditions. FAIR VALUE HIERARCHY The Company's financial assets and liabilities measured at fair value have been classified, for disclosure purposes, based on a hierarchy defined by SSAP 100. The hierarchy consists of three "levels" based on observability of inputs in the marketplace used to measure fair values as discussed below: Level 1 - Fair value measurements that are quoted prices (unadjusted) in active markets that the Company has the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. The Company does not adjust the quoted price for such instruments. Level 2 - Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liability in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Fair value measurements based on valuation techniques that use significant inputs that are unobservable. These measurements include circumstances in which there is little, if any, market activity for the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the assets or liabilities. ASSETS AND LIABILITIES MEASURED AT FAIR VALUE The following is a description of the valuation methodologies used for instruments carried at fair value: Bonds & Preferred Stocks Bonds with NAIC 6 or 6* ratings and preferred stocks with NAIC 4, 5 or 6 ratings are carried at the lower of amortized cost or fair value. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Whenever available, the Company obtains quoted prices in active markets for identical assets at the balance sheet date to measure at fair value. Market price data generally is obtained from exchange or dealer markets. 46 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The Company estimates the fair value of securities not traded in active markets, by referring to traded securities with similar attributes, using dealer quotations, a matrix pricing methodology, discounted cash flow analyses or internal valuation models. This methodology considers such factors as the issuer's industry, the security's rating and tenor, its coupon rate, its position in the capital structure of the issuer, yield curves, credit curves, prepayment rates and other relevant factors. For bonds that are not traded in active markets or that are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments generally are based on available market evidence. In the absence of such evidence, management's best estimate is used. ML II ML II is valued using a discounted cash flow methodology that uses the estimated future cash flows of the ML II assets. These discount rates are calibrated to the changes in the estimated asset values for the underlying assets commensurate with the Company's interest in the capital structure of the entity. Estimated cash flows and discount rates used in the valuation are validated, to the extent possible, using market observable information forsecurities with similar asset pools, structure and terms. As a result of the announcement on March 31, 2011 by the New York Fed of its plan to begin selling the assets in the ML II portfolio over time through a competitive sales process, the Company modified its methodology for estimating the fair value of its interest in ML II to incorporate the assumption of the current liquidation, which (i) uses the estimated fair value of the ML II assets and (ii) allocates the estimated asset fair value according to the ML II waterfall. As of December 31, 2011, the Company expected to receive cash flows (undiscounted) in excess of the Company's initial investment, and any accrued interest, in the ML II interest after repayment of the first priority obligations owed to the New York Fed. The fair value of the Company's interest in ML II is most affected by the liquidation proceeds realized by the New York Fed from the sale of the collateral securities. At December 31, 2010, the fair value methodology used assumed that the underlying collateral in ML II would continue to be held and generate cash flows into the foreseeable future and did not assume a current liquidation of the assets underlying the ML II interests. Other methodologies employed or assumptions made in determining fair value for these investments could result in amounts that differ significantly from the amounts reported. Incorporation of Credit Risk in Fair Value Measurements Fair values for bonds and preferred stocks based on observable market prices for identical or similar instruments implicitly include the incorporation of counterparty credit risk. Fair values for bonds and preferred stocks based on internal models incorporate counterparty credit risk by using discount rates that take into consideration cash issuance spreads for similar instruments or other observable information. 47 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Common Stocks (Unaffiliated) The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Whenever available, the Company obtains quoted prices in active markets for identical assets at the balance sheet date to measure marketable equity securities at fair value. Market price data generally is obtained from exchange or dealer markets. Derivative Assets and Liabilities Derivative assets and liabilities can be exchange-traded or traded OTC. The Company generally values exchange-traded derivatives, if any, using quoted prices in active markets for identical derivatives at the balance sheet date. OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market clearing transactions, broker dealer quotations or alternative pricing sources with reasonable levels of price transparency. When models are used, the selection of a particular model to value an OTC derivative depends on the contractual terms of, and specific risks inherent in, the instrument as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models can require a variety of inputs, including contractual terms, market prices and rates, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs can generally be corroborated by observable market data by correlation or other means, and model selection does not involve significant management judgment. Certain OTC derivatives trade in less liquid markets with limited pricing information, and the determination of fair value for these derivatives is inherently more difficult. When the Company does not have corroborating market evidence to support significant model inputs and cannot verify the model to market transactions, the transaction price is initially used as the best estimate of fair value. Accordingly, when a pricing model is used to value such an instrument, the model is adjusted so the model value at inception equals the transaction price. Subsequent to initial recognition, the Company updates valuation inputs when corroborated by evidence such as similar market transactions, third-party pricing services and/or broker or dealer quotations, or other empirical market data. When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit considerations. Such adjustments are generally based on available market evidence. In the absence of such evidence, management's best estimate is used. 48 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The following table provides information as of December 31, 2011 and 2010 about the Company's financial assets and liabilities measured at fair value.
DECEMBER 31, 2011 (in thousands of dollars) Level 1 Level 2 Level 3 Total ------- ------- ------- ------- ASSETS Bonds $ -- $ -- $ 9,656 $ 9,656 Common Stocks 44 19 14,653 14,716 ------ ------ ------- ------- TOTAL ASSETS $ 44 $ 19 $24,309 $24,372 ====== ====== ======= ======= LIABILITIES Derivatives $ -- 2,440 -- $ 2,440 ------ ------ ------- ------- TOTAL LIABILITIES $ -- $2,440 $ -- $ 2,440 ====== ====== ======= ======= DECEMBER 31, 2010 (in thousands of dollars) Level 1 Level 2 Level 3 Total ------- ------- ------- ------- ASSETS Bonds $ -- $ 183 $ 9,096 $ 9,279 Preferred Stocks -- -- 1,106 1,106 Common Stocks 8,634 81 469 9,184 ------ ------ ------- ------- TOTAL ASSETS $8,634 $ 264 $10,671 $19,569 ====== ====== ======= ======= LIABILITIES Derivatives $ -- 5,836 -- $ 5,836 ------ ------ ------- ------- TOTAL LIABILITIES $ -- $5,836 $ -- $ 5,836 ====== ====== ======= =======
At December 31, 2011 and 2010, Level 3 assets were 0.3% and 0.1% of total assets, respectively. The following tables present changes during the years ended December 31, 2011 and 2010 in Level 3 assets and liabilities measured at fair value, and the gains and losses recorded during the years ended December 31, 2011 and 2010, respectively, related to the Level 3 assets that remained on the statutory statements of admitted assets, liabilities and capital and surplus. 49 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- (in thousands of dollars) Preferred Common Total Bonds Stocks Stocks Assets ------- --------- ------- -------- Balance at January 1, 2011 $ 9,096 $ 1,106 $ 469 $ 10,671 Total gains or losses (realized/unrealized) Included in net income (833) -- 351 (482) Included in surplus 539 4,423 (15) 4,947 Purchases, issuances and settlements 808 1,106 13,737 15,651 Transfers into Level 3 9,729 -- 111 9,840 Transfers out of Level 3 (9,683) (6,635) -- (16,318) ------- -------- ------- -------- Balance at December 31, 2011 $ 9,656 $ 0 $14,653 $ 24,309 ======= ======== ======= ======== Total losses included in income attributable to instruments held at December 31, 2011 $ (811) $ -- $ -- $ (811) ======= ======== ======= ======== Preferred Common Total Bonds Stocks Stocks Assets ------- --------- ------- -------- Balance at January 1, 2010 $ 2,874 $ 33,466 $ 987 $ 37,327 Total gains or losses (realized/unrealized) Included in net income (1,717) -- (134) (1,851) Included in surplus 466 -- (303) 163 Purchases, issuances and settlements 7,450 1,106 -- 8,556 Transfers into Level 3 42 -- -- 42 Transfers out of Level 3 (19) (33,466) (81) (33,566) ------- -------- ------- -------- Balance at December 31, 2010 $ 9,096 $ 1,106 $ 469 $ 10,671 ======= ======== ======= ======== Total losses included in income attributable to instruments held at December 31, 2010 $(1,233) $ -- $ (133) $ (1,366) ======= ======== ======= ========
Bonds of $9.7 million were transferred into Level 3 and carried at fair value due to a change in NAIC rating from 1 to 6. Common stock of $0.1 million was transferred into Level 3 due to a lack of observable market data. Bonds of $0.8 million and preferred stocks of $6.6 million transferred out of Level 3 with an NAIC 6 rating that was carried at a value lower than fair value. Bonds of $8.9 million transferred out of Level 3 with an NAIC 1 rating that was carried at a value higher than fair value. Both observable and nonobservable inputs may be used to determine the fair values of positions classified in Level 3 in the tables above. As a result, the unrealized gains (losses) on instruments held at December 31, 2011 and 2010 may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable inputs (e.g., changes in unobservable long-dated volatilities). 50 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The Company's derivative assets and liabilities measured on a gross basis, before counterparty and cash collateral netting were as follows:
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ------- ------- ------- ------ DECEMBER 31, 2011 (in thousands of dollars) Derivative liabilities at fair value $-- $2,440 $-- $2,440 DECEMBER 31, 2010 (in thousands of dollars) Derivative liabilities at fair value $-- $5,836 $-- $5,836
7. AGGREGATE POLICY RESERVES AND DEPOSIT FUND LIABILITIES The following is a summary by major category for the reserves at December 31, 2011 and 2010:
2011 2010 (in thousands of dollars) ---------- ---------- Life insurance $6,627,628 $6,618,845 Annuities (exluding supplementary contracts with life contingencies) 1,207,329 1,198,720 Supplementary contract with life contingencies 2,897 3,290 Accidental death benefits 26,845 27,874 Disability - active lives 35,303 36,244 Disability - disabled lives 159,891 159,376 Miscellaneous reserves 158,364 150,947 ---------- ---------- 8,218,257 8,195,296 Reinsurance ceded (77,198) (77,063) ---------- ---------- Total life and annuity reserves 8,141,059 8,118,233 ---------- ---------- Accident and health: Unearned premium reserves 3,913 4,675 Additional contract reserves 116,332 116,502 Present value of amounts not yet due on claims 2,041 2,225 ---------- ---------- 122,286 123,402 Reinsurance ceded (3,234) (4,055) ---------- ---------- Total accident and health reserves 119,052 119,347 ---------- ---------- Total aggregate policy reserves $8,260,111 $8,237,580 ========== ==========
51 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The withdrawal characteristics of annuity actuarial reserves and deposit-type contract funds and other liabilities without life contingencies as of December 31, 2011 and 2010 are as follows:
AMOUNT PERCENT DECEMBER 31, 2011 ---------- ------- (in thousands of dollars) Subject to discretionary withdrawal: With market value adjustment $ 588,977 46% At book value less current surrender charge of 5% or more 38,189 3 ---------- --- Total with adjustments or at market value 627,166 49 At book value without adjustment (with minimal or no charge or adjustment) 391,444 30 Not subject to discretionary withdrawal 273,289 21 ---------- --- Total annuity reserves and deposit fund liabilities - before reinsurance 1,291,899 100% === Less: Reinsurance ceded 43,212 ---------- Net annuity reserves and deposit fund liabilities $1,248,687 ========== AMOUNT PERCENT DECEMBER 31, 2010 ---------- ------- (in thousands of dollars) Subject to discretionary withdrawal: With market value adjustment $ 557,638 43% At book value less current surrender charge of 5% or more 48,009 4 ---------- --- Total with adjustments or at market value 605,647 47 At book value without adjustment (with minimal or no charge or adjustment) 391,369 30 Not subject to discretionary withdrawal 288,870 23 ---------- --- Total annuity reserves and deposit fund liabilities - before reinsurance 1,285,886 100% === Less: Reinsurance ceded 41,791 Net annuity reserves and deposit fund liabilities $1,244,095 ==========
52 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 8. PREMIUM AND ANNUITY CONSIDERATIONS DEFERRED AND UNCOLLECTED Deferred and uncollected life insurance premiums and annuity considerations (before deduction for amounts non-admitted) as of December 31, 2011 and 2010 were as follows: (in thousands of dollars) AT DECEMBER 31, 2011 Less Experience Tennessee Net of Type Gross Refund Reclass Gross Loading Loading -------------------- ------- ---------- --------- ------- ------- ------- Industrial Life $ 106 $ -- $ -- $ 106 $ 51 $ 55 Ordinary Life New Business 1,333 1,333 690 643 Ordinary Life Renewal 19,021 8,923 9,491 19,589 3,452 16,137 Group Life 4 4 4 Individual Annuity 4 4 4 ------- ------ ------ ------- ------ ------- Total $20,468 $8,923 $9,491 $21,036 $4,193 $16,843 ======= ====== ====== ======= ====== =======
(in thousands of dollars) AT DECEMBER 31, 2010 Less Experience Tennessee Net of Type Gross Refund Reclass Gross Loading Loading -------------------- ------ ---------- --------- ------- ------- ------- Industrial Life $ 111 $ -- $ -- $ 111 $ 53 $ 58 Ordinary Life New Business 1,203 1,203 594 609 Ordinary Life Renewal 5,975 2,843 10,591 13,723 3,889 9,834 Group Life 4 4 4 Individual Annuity 2 2 2 ------ ------ ------- ------- ------ ------- Total $7,295 $2,843 $10,591 $15,043 $4,536 $10,507 ====== ====== ======= ======= ====== =======
53 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 9. REINSURANCE The Company is routinely involved in reinsurance transactions covering all lines of business. Reinsurance involves having other insurance companies agree to accept certain risks from the Company (called "ceded reinsurance") or having the Company accept risks from other insurance companies (called "assumed reinsurance"). The primary purpose of ceded reinsurance is to protect the insurance company from potential losses in excess of what it is prepared to accept. Reinsurance may be on an individual policy basis or for a defined group of policies. Ceded reinsurance is treated as the liability of the Company that accepted the risk ("the reinsurer"); however, if the reinsurer could not meet its obligations, the Company would reassume the liability. Certain premiums and benefits are assumed from and ceded to other affiliated and nonaffiliated insurance companies under various reinsurance agreements. The ceded reinsurance agreements provide the Company with increased capacity to write larger risks and maintain its exposure to loss within its capital resources. The following is a summary of the effects of reinsurance activity on certain items in the accompanying financial statements for the years ended December 31, 2011 and 2010: 54 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 --------------------------------------------------------------------------------
2011 2010 (in thousands of dollars) ------- ------- CEDED Premiums and annuity considerations Affiliates $ 1,297 $ 745 Nonaffiliates 15,446 44,292 ------- ------- $16,743 $45,037 ======= ======= Benefits paid or provided Affiliates $ 895 $ 1,884 Nonaffiliates 37,030 44,011 ------- ------- $37,925 $45,895 ======= ======= Policy and contract liabilities at year end Affiliates $ 781 $ 1,208 Nonaffiliates 82,959 83,809 ------- ------- $83,740 $85,017 ======= ======= ASSUMED Premiums and annuity considerations Affiliates $ -- $ -- Nonaffiliates 96 121 ------- ------- $ 96 $ 121 ======= ======= Benefits paid or provided Affiliates $ -- $ -- Nonaffiliates 1,044 1,174 ------- ------- $ 1,044 $ 1,174 ======= ======= Policy and contract liabilities at year end Affiliates Nonaffiliates 17,711 18,362 ------- ------- $17,711 $18,362 ======= =======
Effective December 31, 1995, the Company entered into a reinsurance agreement under which it began ceding ordinary life insurance to Atlantic International Reinsurance, Ltd. ("AIR"). Effective October 1, 1996, this agreement was amended to include certain whole life policies. Effective April 1, 1999, this agreement was recaptured by the Company. A new agreement ceding the business recaptured from AIR was entered into with a Sun Life entity, Sun Life of Canada Reinsurance ("Barbados"), Ltd., using the same terms as the AIR agreement. Barbados was later purchased and renamed Clarica Insurance ("Barbados"), Ltd. In late 2002, Clarica was sold back to Sun Life and renamed Sun Life Reinsurance Companies Limited. Effective October 1, 1999, the agreement with Clarica was closed with respect to new business. Effective December 31, 2005, this block of business was recaptured from Sun Life and ceded to RGA Reinsurance Company ("RGA"). Effective October 1, 1999, the Company entered into a reinsurance agreement under which it began ceding ordinary life insurance to Manulife Reinsurance Limited ("Manulife"). Effective 55 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- December 31, 2005, Manulife assigned its rights under the agreement to RGA, under an Assignment and Novation Agreement. Under the agreement with RGA, premiums of $7.2 million and $29.5 million and benefits of $15.3 million and $14.9 million were ceded in 2011 and 2010, respectively. As of December 31, 2011 and 2010, benefits reserves ceded were $30.8 million and $31.8 million, respectively. The liability for unsecured reserves ceded to unauthorized reinsurers who do not meet regulatory standards was $0.1 million and $0.1 million at December 31, 2011 and 2010, respectively. Amounts payable or recoverable for reinsurance on policy and contract liabilities are not subject to periodic or maximum limits. Effective January 1, 2010, the Company commuted a coinsurance agreement with the Standard Security Life Insurance Company of New York, which coinsured a block of individual life and annuity business. The following amounts constitute the terminal consideration of this agreement: Policy Loans $ 11,751 Reserve on Life Policies 153,692 Reserve on Annuities 755 -------- Consideration Paid to the Company $166,198 ========
Effective January 1, 2010, the Company commuted four coinsurance agreements with Swiss Re Life and Health America Incorporated, one dated July 17, 1970, two dated May 1, 1972, and one dated November 1, 1972, reinsuring disability income individual accident and health business. The following amounts constitute the terminal consideration for these agreements: Premiums $(82,168) Claims 337,400 Reserve 148,301 -------- Consideration Paid to the Company $403,533 ========
Effective July 1, 2010, the Company commuted four coinsurance agreements with Lincoln National Life Insurance Company, dated January 1, 1969, April 1, 1970, June 1, 1977, and January 1, 1973, reinsuring disability income individual accident and health business. The following amounts constitute the terminal consideration of these agreements: Claims $545,378 Reserve 83,131 -------- Consideration Paid to the Company $628,509 ========
In 2011 and 2010, the Company did not enter into or engage in any agreement that reinsures policies or contracts that were in-force or had existing reserves as of the effective date of such agreements. The Company remains obligated for amounts ceded in the event reinsurers do not meet their obligations. 56 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 10.UNPAID CLAIMS The following table provides a reconciliation of the beginning and ending balances of unpaid accident and health claim liabilities, net of reinsurance recoverable for the years ended December 31, 2011 and 2010:
2011 2010 (in thousands of dollars) ------- ------- Unpaid claim liabilities, at beginning of year $26,872 $29,252 Add: Provision for claims, net of reinsurance, occurring in Current year 44,642 52,786 Prior years (6,635) (6,722) ------- ------- Net incurred losses during the current year 38,007 46,064 Deduct: Payments for claims, net of reinsurance, occurring in Current year 28,144 32,850 Prior years 14,020 15,594 ------- ------- Net claim payments during the current year 42,164 48,444 ------- ------- Unpaid claim liabilities, at end of year $22,715 $26,872 ======= =======
The estimated cost of claims and claim adjustment expenses attributable to insured accident and health events of prior years has decreased by $6.6 million and $6.7 million for the years ended December 31, 2011 and 2010, respectively. These decreases are a result of re-estimation of unpaid claims and claim adjustment expenses, principally in the Guaranteed Renewable line of business. 57 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 11.FEDERAL INCOME TAXES The components of deferred tax assets ("DTA") and deferred tax liabilities ("DTL") and the calculation of the admitted DTA, for the current and prior periods, are as follows:
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE (in thousands of dollars) ------------------------------- ------------------------------- --------------------------- Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total --------- --------- --------- --------- --------- --------- -------- -------- -------- Gross Deferred Tax assets $ 417,954 $ 327,540 $ 745,494 $ 412,168 $ 348,014 $ 760,182 $ 5,786 $(20,474) $(14,688) Valuation Allowance -- (291,200) (291,200) (27,829) (317,014) (344,843) 27,829 25,814 53,643 --------- --------- --------- --------- --------- --------- ------- -------- -------- Adjusted Gross Deferred Tax Assets 417,954 36,340 454,294 384,339 31,000 415,339 33,615 5,340 38,955 Deferred Tax Liabilities (13,076) (28,970) (42,046) (4,471) -- (4,471) (8,605) (28,970) (37,575) --------- --------- --------- --------- --------- --------- ------- -------- -------- Subtotal - Net Deferred Tax Assets 404,878 7,370 412,248 379,868 31,000 410,868 25,010 (23,630) 1,380 Deferred Tax Assets Nonadmitted (287,995) (287,995) (279,958) -- (279,958) (8,037) -- (8,037) --------- --------- --------- --------- --------- --------- ------- -------- -------- Net Admitted Deferred Tax Assets $ 116,883 $ 7,370 $ 124,253 $ 99,910 $ 31,000 $ 130,910 $16,973 $(23,630) $ (6,657) ========= ========= ========= ========= ========= ========= ======= ======== ========
The Company has met the necessary RBC levels to be able to admit the increased amount of deferred tax assets under SSAP No. 10R, and an election has been made to admit DTAs pursuant to SSAP No. 10R, which is the same election made for the prior year. The Company recorded an increase in admitted adjusted gross deferred tax assets as the result of its election to employ the provisions of paragraph 10.e. as follows:
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE (in thousands of dollars) ------------------------ ------------------------ ---------------------------- Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total -------- ------- ------- -------- ------- ------- -------- -------- -------- Increase in Admitted - 10.e.i. $49,994 $ -- $49,994 $71,548 $14,095 $85,643 $(21,554) $(14,095) $(35,649) Increase in Admitted - 10.e.ii. 17,125 3,736 20,861 -- 6,905 6,905 17,125 (3,169) 13,956 Increase in Admitted - 10.e.iii. -- 1 1 -- -- -- -- 1 1 ------- ------ ------- ------- ------- ------- -------- -------- -------- $67,119 $3,736 $70,855 $71,548 $21,000 $92,548 $ (4,429) $(17,264) $(21,693) ======= ====== ======= ======= ======= ======= ======== ======== ========
58 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Components of the admissibility calculation are as follows:
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE (in thousands of dollars) -------------------------- ------------------------ ------------------------- Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total -------- ------- ------- -------- ------- ------- -------- ------- ------- SSAP 10R, paragraphs 10.a., 10.b., and 10.c.: (a) Paragraph 10.a. 49,764 0 49,764 28,362 10,000 38,362 21,402 (10,000) 11,402 (b) Paragraph 10.b. 0 3,634 3,634 0 0 0 0 3,634 3,634 (c) Paragraph 10.b.i. 42,206 3,634 45,840 0 0 0 42,206 3,634 45,840 (d) Paragraph 10.b.ii. 0 3,634 3,634 0 60,546 60,546 0 0 (56,912) (e) Paragraph 10.c. 13,076 28,970 42,046 4,471 0 4,471 8,605 28,970 37,575 ------- ------ ------- ------- ------ ------- ------ ------- ------- (f) Total (a + b + e) 62,840 32,604 95,444 32,833 10,000 42,833 30,007 22,604 52,611 ======= ====== ======= ======= ====== ======= ====== ======= ======= SSAP 10R, paragraph 10.e.: (g) Paragraph 10.e.i. 99,758 0 99,758 99,910 24,095 124,005 (152) (24,095) (24,247) (h) Paragraph 10.e.ii. 17,125 7,370 24,495 0 6,905 6,905 17,125 465 17,590 (i) Paragraph 10.e.ii.a. 17,125 10,902 28,027 0 6,905 6,905 17,125 3,997 21,122 (j) Paragraph 10.e.ii.b. 57,858 7,370 65,228 0 90,819 90,819 0 0 (25,591) (k) Paragraph 10.e.iii. 13,076 28,971 42,047 4,471 0 4,471 8,605 28,971 37,576 ------- ------ ------- ------- ------ ------- ------ ------- ------- (l) Total (g + h + k) 129,959 36,341 166,300 104,381 31,000 135,381 25,578 5,341 30,919 ======= ====== ======= ======= ====== ======= ====== ======= ======= SSAP 10R, paragraph 10.d.: Total Adjusted Capital 757,254 850,747 (93,493) Authorized Control Level 88,804 87,359 1,445
The following table shows the percent of adjusted gross DTAs and net admitted DTAs that are due to tax-planning strategies:
DECEMBER 31, 2011 --------------------- Ordinary Capital Total -------- ------- ----- (a)Adjusted Gross DTAs 0% 0% 0% (b)Net Admitted Adjusted Gross DTAs 0% 0% 0%
The following table provides the Company's admitted deferred tax assets, admitted assets, statutory surplus, and total adjusted capital in the RBC calculation with the DTA calculated under SSAP No. 10R, paragraphs 10(a) to (c), and the increased balances resulting from application of SSAP No. 10R, paragraph 10.e., as of December 31, 2011 and 2010: (in thousands)
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE -------------------------- -------------------------- -------------------------- Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total -------- ------- --------- -------- ------- --------- -------- ------- -------- SSAP 10R, paragraph 10.a. - 10.c.: Admitted Net Deferred Tax Assets 49,764 3,634 53,398 28,362 10,000 38,362 21,402 (6,366) 15,036 Admitted Assets Before DTAs 9,426,643 9,506,057 (79,414) Adjusted Statutory Surplus 458,404 607,014 (148,610) Total Adjusted Capital from DTAs 53,398 38,362 15,036 Increased balances due to SSAP 10R, paragraph 10.e.: Admitted Net Deferred Tax Assets 67,119 3,737 70,856 71,548 21,000 92,548 (4,429) (17,263) (21,692) Admitted Assets Before DTAs 0 0 0 Statutory Surplus 70,856 92,548 (21,692)
The Company is not aware of any significant deferred tax liabilities that are not recognized in the financial statements. 59 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Current tax and change in deferred tax: (in thousands)
DECEMBER 31, --------------------------- 2011 2010 CHANGE Current income taxes: -------- -------- ------- Federal income tax on the net gains from operations 9,134 92,566 (83,432) Federal income tax on net realized capital gains (losses) 10,409 0 10,409 Utilization of capital loss carryforwards 0 0 0 Other 0 -------- -------- ------- Federal income taxes incurred 19,543 92,566 (73,023) ======== ======== ======= DECEMBER 31, Deferred tax assets: --------------------------- 2011 2010 CHANGE -------- -------- ------- Ordinary Policyholder reserves 256,744 256,520 224 Deferred acquisition costs 110,203 111,742 (1,539) Nonadmitted asset 0 0 0 Tax credit carryforward 28,220 27,829 391 Other 22,787 16,077 6,710 -------- -------- ------- Subtotal 417,954 412,168 5,786 Statutory valuation allowance adjustment 0 (27,829) 27,829 Nonadmitted (287,995) (279,958) (8,037) -------- -------- ------- Admitted ordinary deferred tax assets 129,959 104,381 25,578 -------- -------- ------- Capital Investments 36,003 36,239 (236) Unrealized gains (losses) 337 4,051 (3,714) Net capital loss carry-forward 291,200 307,724 (16,524) Non-admitted asset 0 0 0 Other 0 0 0 -------- -------- ------- Subtotal 327,540 348,014 (20,474) Statutory valuation allowance adjustment (291,200) (317,014) 25,814 Nonadmitted 0 0 -------- -------- ------- Admitted capital deferred tax assets 36,340 31,000 5,340 -------- -------- ------- Admitted deferred tax assets 166,299 135,381 30,918 -------- -------- ------- Deferred tax liabilities: Ordinary Investments 0 0 Fixed assets 6,550 0 6,550 Other 6,526 4,471 2,055 -------- -------- ------- Subtotal 13,076 4,471 8,605 Capital Investments 28,970 0 28,970 Other 0 0 0 -------- -------- ------- Subtotal 28,970 0 28,970 -------- -------- ------- Admitted deferred tax liabilities 42,046 4,471 37,575 -------- -------- ------- Net deferred assets/liabilities 124,253 130,910 (6,657) ======== ======== =======
60 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The change in net deferred income taxes is comprised of the following (this analysis is exclusive of non-admitted assets as the change in non-admitted assets and the change in net deferred income taxes are reported in separate components of capital and surplus): (in thousands)
DECEMBER 31, 2011 2010 CHANGE ------- ------- ------- Total adjusted deferred tax assets 745,494 760,182 (14,688) Total deferred tax liabilities 42,046 4,471 37,575 ------- ------- ------- Net adjusted deferred tax asset (liability) 703,448 755,711 (52,263) ======= ======= Tax effect of unrealized gains (losses) 3,714 ------- Change in deferred income tax for reconciliation below (48,549) Change in valuation allowance on gross deferred tax assets 53,643 Impact of SSAP 10R incremental DTA 21,693 ------- Change in net deferred income tax 26,787 =======
Reconciliation: The provision for incurred federal taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The significant items causing this difference are as follows: (in thousands)
DECEMBER 31, 2011 DECEMBER 31, 2010 ---------------- ---------------- EFFECTIVE TAX EFFECTIVE TAX AMOUNT RATE AMOUNT RATE ------ ---- ------- ---- Income tax expense (benefit) at applicable rate 74,435 35.0% 136,835 35.0% Tax Exempt interest (141) -0.1% (984) -0.3% Change in Nonadmitted Assets (4,904) -2.3% 3,101 0.8% Other (1,298) -0.6% (7,730) -2.0% ------ ---- ------- ---- Total Statutory Income Tax Benefit / Expense 68,092 32.0% 131,222 33.5% ====== ==== ======= ==== Federal income taxes incurred 19,543 9.2% 92,566 23.6% Change in net deferred income taxes 48,549 22.8% 38,656 9.9% ------ ---- ------- ---- Total statutory income taxes 68,092 32.0% 131,222 33.5% ====== ==== ======= ====
61 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Operating Loss and Tax Credit Carryforward: At December 31, 2011, the Company had the following general business credit carry forwards:
Amount Year Expires (in thousands) ------- ------------ 2007 $26,448 2027 2008 874 2028 2009 498 2029 2010 90 2030 ------- $27,910 =======
At December 31, 2011, the Company had no operating loss carryforwards. At December 31, 2011, the Company had the following capital loss carryforwards:
Amount Year Expires (in thousands) -------- ------------ 2008 $832,000 2013 2009 -- 2014 2010 -- 2015 -------- $832,000 ========
At December 31, 2011, the Company had the following foreign tax credit carryforwards:
Amount Year Expires (in thousands) ------ ------------ 2008 $ 3 2018 2009 6 2019 2010 301 2020 ---- $310 ====
At December 31, 2011, the Company had no deposits admitted under IRC section 6603. The following is income tax incurred for 2009, 2010 and 2011 that is available for recoupment in the event of future net losses:
Ordinary Capital Total (in thousands) -------- ------- -------- 2009 $99,758 $-- $ 99,758 2010 0 0 0 2011 0 0 0 ------- --- -------- Total $99,758 $-- $ 99,758 ======= === ========
In general, realization of DTAs depends on a company's ability to generate sufficient taxable income of the appropriate character within the carry forward periods in the jurisdictions in which the net operating losses and deductible temporary differences were incurred. In accordance with the requirements established in SSAP 10R, the Company assessed its ability to realize the DTAs of $745 million and concluded that a valuation allowance of $291 million was required at December 31, 2011. Similarly, a valuation allowance of $345 million was required on the DTAs of $760 million at December 31, 2010. 62 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The Company will join in the filing of a consolidated federal income tax return with AIG. The Company has a written agreement with AIG under which each subsidiary agrees to pay AIG an amount equal to the consolidated federal income tax expense multiplied by the ratio that the subsidiary's separate return tax liability bears to the consolidated tax liability, plus one hundred percent of the excess of the subsidiary's separate return tax liability over the allocated consolidated tax liability. AIG agrees to pay each subsidiary for the tax benefits, if any, of net operating losses, net capital losses and tax credits which are not usable by the subsidiary but which are used by other members of the consolidated group. In July 2006, the FASB issued an accounting interpretation that provides guidance for accounting for uncertainty in income tax positions. This interpretation is not applicable to statutory financial statements. However, disclosures similar to those required by this interpretation have been required by the NAIC. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands):
12/31/2011 12/31/2010 ---------- ---------- Gross unrecognized tax benefits, at beginning of year $ 17,384 $16,401 Increases in tax positions for prior years -- -- Decreases in tax positions for prior years (17,384) (2,948) Increase in tax positions for current years -- 3,931 Lapse in statute of limitations -- -- Settlements -- -- -------- ------- Total Statutory Income Tax Benefit / Expense $ -- $17,384 ======== =======
At December 31, 2011 and 2010, the Company's unrecognized tax benefits, excluding interest and penalties, were $0 and $17.4 million, respectively. As of December 31, 2011 and 2010, the amounts of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate were $0 and $3.9 million, respectively. Interest and penalties related to unrecognized tax benefits are recognized in income tax expenses. At December 31, 2011 and 2010, the Company had accrued $1.7 million and $0.6 million, respectively, for the payment of interest (net of federal benefit) and $0 penalties. For the year ended December 31, 2011, the Company recognized an expense of $1.0 million of interest (net of federal benefit) and $0 penalties in the statement of operations. 63 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 12.CAPITAL AND SURPLUS RBC standards are designed to measure the adequacy of an insurer's statutory capital and surplus in relation to the risks inherent in its business. The RBC standards consist of formulas that establish capital requirements relating to asset, insurance, business and interest rate risks. The standards are intended to help identify companies that are under-capitalized and require specific regulatory actions in the event an insurer's RBC is deficient. The RBC formula develops a risk-adjusted target level of adjusted statutory capital and surplus by applying certain factors to various asset, premium and reserve items. Higher factors are applied to more risky items and lower factors are applied to less risky items. Thus, the target level of statutory surplus varies not only as a result of the insurer's size, but also on the risk profile of the insurer's operations. At December 31, 2011, the Company exceeded RBC requirements that would require any regulatory action. The maximum amount of dividends that can be paid by Tennessee domiciled life insurance companies without prior approval of the Tennessee Insurance Commissioner in a 12 month period, measured retrospectively from the date of payment, is the greater of (1) ten percent (10%) of surplus of December 31, 2011; or (2) the net gain from operations of such insurer as of December 31, 2011, provided unassigned surplus exceeds zero following payment of such dividends. The maximum dividend payout that may be made without prior approval in 2012 is $56.4 million provided that dividends are to be paid from unassigned funds. The Company may pay a dividend or make a distribution not from unassigned funds if the Commissioner's approval is first received. At December 31, 2011 the Company's unassigned funds was $56.4 million. Dividends are paid as determined by the Board of Directors and are noncumulative. Dividends of $430.9 million and $150.0 million were paid in 2011 and 2010, respectively. As noted in Note 2, Summary of Significant Accounting Policies, in 2010, the Company received permission from the TDCI to restate the gross paid-in and contributed surplus and the unassigned funds components of its surplus. The effective date was September 30, 2010. This restatement resulted in an increase in unassigned funds in an amount equal to the contributions received from AIG ($564.6 million) to offset the Company's losses incurred as a result of their participation in the Securities Lending Program and a corresponding decrease in gross paid in and contributed surplus of $564.6 million. The Company included an incremental DTA of $70.9 million and $92.5 million in special surplus funds at December 31, 2011 and 2010, respectively, in accordance with SSAP 10R. 13.RETIREMENT PLANS, DEFERRED COMPENSATION, POST EMPLOYMENT BENEFITS, COMPENSATED ABSENCES AND OTHER POSTRETIREMENT BENEFIT PLANS The Company does not directly sponsor any defined benefit or defined contribution plans and does not participate in any multi-employer plans. 64 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- EMPLOYEE RETIREMENT PLAN Employees of AIG, its subsidiaries and certain affiliated companies, including employees in foreign countries, are generally covered under various funded and insured pension plans. Eligibility for participation in the various plans is based on either completion of a specified period of continuous service or date of hire, subject to age limitation. The AIG Retirement Plan ("AIG U.S. Plan") is a qualified, non-contributory defined benefit retirement plan which is subject to the provisions of the Employee Retirement Income Security Act ("ERISA") of 1974. All employees of AIG and most of its subsidiaries and affiliates who are regularly employed in the United States, including certain U.S. citizens employed abroad on a U.S. dollar payroll, and who have attained age 21 and completed twelve months of continuous service are eligible to participate in this plan. An employee with 5 or more years of service is entitled to pension benefits beginning at normal retirement at age 65. Benefits are based upon a percentage of average final compensation multiplied by years of credited service limited to 44 years of credited service. The average final compensation is subject to certain limitations. The employees may elect certain options with respect to their receipt of their pension benefits including a joint and survivor annuity. An employee with 10 or more years of service may retire early from age 55 to 64. An early retirement factor is applied resulting in a reduced benefit. If an employee terminates with less than five years of service, such employee forfeits his or her right to receive any accumulated pension benefits. The Company is jointly and severally responsible with AIG and other participating companies for funding obligations for the AIG U.S. Plan, ERISA qualified defined contribution plans and ERISA plans issued by other AIG subsidiaries (the "ERISA Plans"). If the ERISA Plans do not have adequate funds to pay obligations due participants, the Pension Benefit Guaranty Corporation or Department of Labor could seek payment of such amounts from the members of the AIG ERISA control group, including the Company. Accordingly, the Company is contingently liable for such obligations. The Company believes that the likelihood of payment under any of these plans is remote. Accordingly, the Company has not established any liability for such contingencies. Annual funding requirements are determined based on the "traditional unit credit" cost method. The objective under this method is to fund each participant's benefit under the plan as it accrues. Thus, the total pension to which each participant is expected to become entitled at retirement is broken down into units, each associated with a year of past or future credited service. Effective April 1, 2012, the AIG U.S. Plan and AIG Excess plans will be converted from final average pay to cash balance formulas comprised of pay credits based on 6% of a plan participant's annual compensation (subject to IRS limitations for the qualified plan) and annual interest credits and other changes of an immaterial nature. The vesting requirement is reduced to 3 years of credited service. Employees satisfying certain age and service requirements remain covered under the final average pay formula in the respective plans. 65 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The following table sets forth the funded status of the AIG U.S. Plan, valued in accordance with SSAP No. 89, "Accounting for Pensions" ("SSAP 89").
(in thousands of dollars) As of December 31, 2011 2010 ------------------------- ---------- ---------- Fair Value of plan assets $3,432,515 $3,424,553 Less projected benefit `obligation 4,219,931 3,574,840 ---------- ---------- Funded status $ (787,416) $ (150,287) ========== ==========
The weighted average assumptions that were used to determine its pension benefit obligations as of December 31, 2011 and 2010 are set forth in the table below:
As of December 31, 2011 2010 ----------------- ----------------- Discount rate 4.62% 5.50% Rate of compensation increase (average) 4.00% 4.00% Measurement date December 31, 2011 December 31, 2010
In 2011 and 2010, AIG allocated defined benefit expenses to the Company and its affiliates. The Company's allocated share of net expense for the AIG U.S. Plan was $0 and $0 for 2011 and 2010, respectively. The American General Corporation ("AGC") retirement plan was merged into the AIG U.S. Plan effective January 1, 2002. Benefits for AGC participants were changed effective January 1, 2003 to be substantially similar to the AIG U.S. Plan's benefits subject to grandfathering requirements. SAFG employees began participation and accruing benefits in the AIG U.S. Plan commencing January 1, 2003. Vesting in the AIG plan begins on the later of January 1, 1999 or date of hire for SAFG employees. The 2010 AIG U.S. Plan information reflects the impact of divestitures of A. I. Credit Corp P & C segment ("AI Credit P&C"), AIG Global Asset Management Holdings Corp. et al ("Bridge"), American Life Insurance Company et al ("ALICO") and American General Finance et al ("AGF") during 2010. AIG also sponsors several unfunded nonqualified defined benefit plans for certain employees, including key executives, designed to supplement pension benefits provided by AIG's other retirement plans. These include the AIG Excess Retirement Income Plan, which provides a benefit equal to the reduction in benefits payable to certain employees under the AIG U.S. Plan as a result of federal tax limitations on compensation and benefits payable, and the Supplemental Executive Retirement Plan ("SERP"), which provides additional retirement benefits to designated executives. The results in this footnote do not include the nonqualified plans. POSTRETIREMENT BENEFIT PLANS AIG's U.S. postretirement medical and life insurance benefits are based upon the employee electing immediate retirement and having a minimum of 10 years of service. Retirees and their 66 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- dependents that were 65 years old by May 1, 1989 participate in the medical plan at no cost. Employees who retired after May 1, 1989 or prior to January 1, 1993 pay the active employee premium if under age 65 and 50 percent of the active employee premium if over age 65. Retiree contributions are subject to adjustment annually. Other cost sharing features of the medical plan include deductibles, coinsurance and Medicare coordination. The maximum life insurance benefit prior to age 70 is $32,500, with a maximum $25,000 thereafter. Effective January 1, 1993 both plans' provisions were amended: employees who retire after January 1, 1993 are required to pay the actual cost of the medical insurance benefit premium reduced by a credit which is based upon years of service at retirement. The life insurance benefit varies by age at retirement from $5,000 for retirement at age 55 through 59 and $10,000 for retirement at ages 60 through 64 and $15,000 from retirement at ages 65 and over. AIG's U.S. postretirement medical and life insurance benefits obligations, valued in accordance with SSAP No. 14, "Postretirement Benefits Other Than Pensions", as of December 31, 2011 and 2010 were $ 202.0 million and $202.4 million, respectively. These obligations are not funded currently. The Company's allocated share of other postretirement benefit plan expenses were $1.7 million and $2.1 million for the years ended December 31, 2011 and 2010, respectively. Amounts for four Puerto Rico postretirement medical plans have also been included in the 2011 and 2010 figures. Effective April 1, 2012, the Company subsidy for the retiree medical plan will only be provided to employees whose combination of age and credited service is equal to or greater than 65 points, who are at least age 55, and have at least 5 years of credited service as of March 31, 2012 and other changes of an immaterial nature. The retiree plan will only provide access to coverage for all other retirees, but the Company subsidy will no longer be available to them. As sponsor of the AIG U.S. Plan and other postretirement and defined contribution benefit plans, AIG is ultimately responsible for the conduct of these plans. The Company is not directly liable for obligations under the plan; its direct obligations result from AIG's allocation of its share of expenses from the plans. Such allocation is based on the Company's payroll. OTHER Some of the Company's officers and key employees receive share-based compensation pursuant to awards granted under the AIG 2010 Stock Incentive Plan including share based cash settled awards such as the Stock Salary and TARP RSU ("Troubled Asset Relief Program Restricted Stock Unit") Awards and several other legacy AIG sponsored employee compensation plans, which are linked to AIG common stock. Share-based cash settled awards are recorded as liabilities until the final payout is made or the award is replaced with a stock settled award. Unlike stock settled awards, which have a fixed grant date fair value (unless the award is subsequently modified), the fair value of unsettled or unvested liability awards are remeasured at the end of each reporting period based on the change in fair value of one share of AIG common stock. Legacy plans for which awards were still outstanding at December 31, 2011 include the AIG 1999 Stock Option Plan, as amended, AIG 2002 Stock Incentive Plan, as amended under which AIG has issued time-vested restricted stock units and performance restricted stock units and the AIG 2007 Stock Incentive Plan, as amended. During 2011 and 2010, AIG allocated to the 67 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- Company compensation expense totaling $0.1 million and $0.3 million, respectively, related to stock options and restricted stock units granted under these plans. In December 2009, AIG established the Long Term Incentive Plan under which management employees were offered the opportunity to receive additional compensation in the form of cash and stock appreciation rights ("SARs") if certain performance metrics are met. During 2011 and 2010, AIG allocated $1.5 million and $4.1 million, respectively, to the Company for expenses incurred under this plan. In addition to several small defined contribution plans, AIG sponsors a voluntary savings plan for U.S. employees (the "AIG Incentive Savings Plan"), which provides for salary reduction contributions by employees and matching U.S. contributions by AIG of up to seven percent of annual salary depending on the employees' years of service and subject to certain compensation limits. The Company's allocated pre-tax expense associated with this plan was $2.6 million and $2.4 million in 2011 and 2010, respectively. Effective January 1, 2012, the plan was amended to change the company matching contribution to 100% of the first six percent of participant contributions and to allow all employees to contribute up to the annual IRS contribution maximum of $17,000 and other changes of an immaterial nature. AIG also sponsors a voluntary savings plan for the Company's agents and managers (American General "Agents' and Managers' Thrift Plan"), which provides for salary reduction contributions by agents and managers of up to 3% of pay and matching contributions by AIG of $1 for each $3 contributed by the employee. The Company's pre-tax expense associated with the Agents' and Managers' Thrift Plan was $0.6 million and $0.6 million in 2011 and 2010, respectively. POST-EMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AIG provides certain benefits to inactive employees who are not retirees. Certain of these benefits are insured and expensed currently; other expenses are provided for currently. Such expenses include long-term disability benefits, medical and life insurance continuation and Consolidated Omnibus Budget Reconciliation Act ("COBRA") medical subsidies. The costs of these plans are borne by AIG and its participating subsidiaries. IMPACT OF MEDICARE MODERNIZATION ACT ON POST RETIREMENT BENEFITS On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was signed into law. The postretirement medical plan benefits provided by the plan are actuarially equivalent to Medicare Part D under the 2003 Medicare Act and eligible for the federal subsidy. Effective January 1, 2007, this subsidy is passed on to the participants through reduced contributions. The expected amount of subsidy that AIG will receive for 2011 is $3.1 million. 14.DEBT ADVANCES FROM THE FEDERAL HOME LOAN BANK OF CINCINNATI In 2011, the Company became a member of the Federal Home Loan Bank ("FHLB") of Cincinnati. Membership with the FHLB provides the Company with collateralized borrowing 68 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- opportunities, primarily as an additional source of contingent liquidity. At December 31, 2011, the statement value of the Company's ownership in the FHLB of Cincinnati was $14.3 million, which was reported as common stock. When a cash advance is obtained, the Company is required to pledge certain MBS, government and agency securities, other qualifying assets and its ownership interest in the FHLB of Cincinnati to secure advances obtained from the FHLB. Upon any event of default by the Company, the FHLB of Cincinnati's recovery would generally be limited to the amount of the Company's liability under advances borrowed. 15.COMMITMENTS AND CONTINGENCIES COMMITMENTS TO FUND PARTNERSHIPS INVESTMENTS At December 31, 2011, the Company had $35.8 million of unfunded commitments for its investments in limited partnerships. These capital commitments can be called by the partnership during the commitment period (on average five years) to fund working capital needs or purchase new investments. Once the commitment period expires; the Company is under no obligation to fund the remaining unfunded commitment but may elect to do so. At December 31, 2011, the Company had $0.7 million of outstanding commitments related to various funding obligations associated with its investments in mortgage loans with a commitment period of less than one year. LEGAL, REGULATORY AND OTHER MATTERS All fifty states have laws requiring solvent life insurance companies, through participation in guaranty associations, to pay assessments to protect the interests of policyholders of insolvent life insurance and annuity companies. These state insurance guaranty associations generally levy assessments, up to prescribed limits, on member insurers in a particular state based on the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer is engaged. Such assessments are used to pay certain contractual insurance benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company accrues liabilities for guaranty fund assessments when an assessment is probable and can be reasonably estimated. The Company estimates the liability using the latest information available from the National Organization of Life and Health Insurance Guaranty Associations. While the Company cannot predict the amount and timing of any future guaranty fund assessments, the Company has established reserves it believes are adequate for assessments relating to insurance companies that are currently subject to insolvency proceedings. The Company accrued $1.6 million and $1.8 million for these guaranty fund assessments at December 31, 2011 and 2010, respectively. Various federal, state or other regulatory agencies may from time to time review, examine or inquire into the operations, practices and procedures of the Company, such as through financial examinations, market conduct exams or other regulatory inquiries. Based on the current status of pending regulatory examinations and inquiries involving the Company, the Company believes it is not likely that these regulatory examinations or inquiries will have a material adverse effect on the Statement of Assets, Liabilities, Surplus and Other Funds, the Summary of Operations or Cash Flow of the Company. Various lawsuits against the Company have arisen in the ordinary 69 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- course of business. Except as discussed above, the Company believes it is not likely that contingent liabilities arising from litigation, income taxes and other matters will have a material adverse effect on the Statement of Assets, Liabilities, Surplus and Other Funds, the Summary of Operations or Cash Flow of the Company. ESCHEATMENT/DEATH CLAIMS The Company has received industry-wide regulatory inquiries, including a multi-state audit covering compliance with unclaimed property laws regarding claims settlement practices. In particular, the above referenced multi-state audit seeks to require insurers to use the Social Security Administration Death Master File ("SSDMF") to identify potential deceased insureds notwithstanding that the payee has not presented the Company with a valid claim, to determine whether a death claim is payable, and to take appropriate action. The multi-state audit covers certain policies in force at any time since 1992. The Company recorded an increase of approximately $105 million in the estimated reserves for incurred but not reported death claims in 2011 in conjunction with the use of the SSDMF to identify potential claims not yet presented to the Company. Although the Company has enhanced its claims practices to include use of the SSDMF, it is possible that the inquiries, audits and other regulatory activity could result in the payment of additional death claims, additional escheatment of funds deemed abandoned under state laws, administrative penalties and interest The Company believes that it has adequately reserved for such claims as of December 31, 2011, but there can be no assurance that the ultimate cost will not vary, perhaps materially, from its estimate. Additionally, state regulators are considering a variety of proposals that would require life insurance companies to take additional steps to identify unreported deceased policyholders. 16.LEASES The Company leases local offices under various noncancelable operating lease agreements that expire through May 31, 2017. Rental expense for 2011 and 2010 was approximately $8.5 million and $9.2 million, respectively. The future minimum lease payments are as follows: (in thousands of dollars)
YEAR PAYMENT ---- ------- 2012 $ 6,625 2013 4,039 2014 2,175 2015 1,349 2016 704 Thereafter 55 ------- Total $14,947 =======
70 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 17.RELATED PARTY TRANSACTIONS GUARANTEE AND SUPPORT AGREEMENTS WITH AFFILIATES On March 30, 2011, AIG and the Company entered into an unconditional Capital Maintenance Agreement ("CMA"). Among other things, the CMA provides that AIG would maintain the Company's total adjusted capital (as defined under applicable insurance laws) at or above a certain specified minimum percentage of the Company's projected company action level RBC (as defined under applicable insurance laws). The CMA also provides that if the Company's total adjusted capital is in excess of a certain specified minimum percentage of the Company's company action level RBC (as reflected in the Company's quarterly or annual statutory financial statement), subject to board and regulatory approval(s), the Company would declare and pay ordinary dividends to its equity holders in an amount in excess of that required to maintain the specified minimum percentage. OPERATING AGREEMENTS The Company is party to several cost sharing agreements with its affiliates. Generally, these agreements provide for the allocation of costs upon either the specific identification basis or a proportional cost allocation basis which management believes to be reasonable. For the years ended December 31, 2011 and 2010, the Company was charged $29.2 million and $23.2 million, respectively, for expenses attributed to the Company but incurred by affiliates. The Company's short-term investments included an investment in the AIG Liquidity Pool in the amount of $6.6 million at December 31, 2011 and $519.7 million at December 31, 2010; and an investment in the AIG Operating Pool in the amount of $47.3 million at December 31, 2011 and $14.9 million at December 31, 2010. An affiliate, AIG Asset Management, serves as the independent advisor for these funds. SUPPORT AGREEMENTS The Company's insurance obligations for policies issued on or before September 30, 2010 are guaranteed by American Home Assurance Company ("American Home"), a subsidiary of AIG and an affiliate of the Company. This guarantee is unconditional and irrevocable as to outstanding obligations, and the Company's policy and contract holders have the right to enforce the guarantee directly against American Home. American Home files its audited statutory financial statement with the New York State Insurance Department, where such reports are available to the public. The Company has no guarantees or contingencies for related parties. DIVIDENDS AND CAPITAL CONTRIBUTIONS The Company paid common stock dividends in cash to the Parent Company totaling $430.9 million and $150.0 million during the years ended December 31, 2011 and 2010, respectively. See Notes 2 and 12 for information on capital contributions and affiliate transactions related to the Company's securities lending activities. 71 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The Company receives an allocation of its proportionate share of variable compensation expense from AIG. AIG forgave the Company's obligation associated with the variable compensation expense allocation for 2011 and 2010 and recorded the forgiveness of this obligation as a capital contribution in the amounts of $1.1 million and $.3 million, respectively, in accordance with paragraph 7 of SSAP No. 72, "Surplus and Quasi-reorganizations". These transactions did not involve an exchange of cash and had no net impact on surplus. AGBA did not obtain an audit for 2010, therefore the Company non-admitted its investment in AGBA in accordance with the requirements of SSAP 97. The Company received cash dividends from AGBA of $0 million and $2.0 million in 2011 and 2010, respectively. OTHER The Company owns mortgages with a carrying value of approximately $27.0 million on certain properties that are owned by an affiliate, AIG Global Real Estate Investment Corporation. At December 31, 2011, the Company reported receivables from parent, subsidiaries and affiliates of $9.0 million and payables to parent, subsidiaries and affiliates of $18.4 million. The $9.0 million receivable from parent was nonadmitted in accordance with Tennessee statute. At December 31, 2010, the Company reported receivables from parent, subsidiaries and affiliates of $.2 million and payables to parent, subsidiaries and affiliates of $157.0 million. Amounts due from or to parent, subsidiaries and affiliates are generally settled within 30 days. At December 31, 2011, the Company reported a Federal Income Tax receivable in the amount of $5.4 million fromAIG in accordance with its current intercompany tax sharing agreement. In addition, at December 31, 2010, the Company reported a federal income tax payable in the amount of $14.5 million to AIG. The Company held a senior promissory note of $173.0 million issued by American General Corporation. In the normal course of business the note matured on September 15, 2011 and payment was received in full along with interest of $9.6 million. The Company purchased a bond with a book value of $10 million from affiliate, AIG Matched Investment Program ("AMIP"), on August 19, 2011. The Company purchased a bond with a book value of $3.0 million from affiliate, Western National Life Insurance Company, on June 24, 2010. On September 29, 2010, the Company purchased a bond from affiliate, AIG Matched Investment Program ("AMIP"), with a book value of $5 million. On December 31, 2010, the Company purchased hedge fund partnerships from SunAmerica Life Insurance Company ("SALIC"), an affiliate, with a book value of $140.3 million. EVENTS RELATED TO AIG On January 14, 2011, AIG completed a series of integrated transactions to recapitalize AIG (the "Recapitalization") with the U.S. Department of the Treasury (the "Department of the Treasury"), the Federal Reserve Bank of New York (the "New York Fed"), and the AIG Credit Facility Trust, a trust established for the sole benefit of the United States Treasury (the "Trust"). As part of the Recapitalization, AIG repaid to the New York Fed approximately $21 billion in cash, representing 72 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- complete repayment of all amounts owing under AIG's revolving credit facility with the New York Fed (the "New York Fed credit facility"), and the New York Fed credit facility was terminated. As a result of the Recapitalization, the Department of the Treasury became AIG's majority shareholder with ownership of approximately 92 percent of outstanding AIG common stock at that time. On May 27, 2011, AIG and the Department of the Treasury, as the selling shareholder, completed a registered public offering of AIG common stock. AIG issued and sold 100 million shares of AIG Common Stock for aggregate net proceeds of approximately $2.9 billion and the Department of the Treasury sold 200 million shares of AIG common stock. AIG did not receive any of the proceeds from the sale of the shares of AIG common stock by the Department of the Treasury. As a result of the sale of AIG common stock in this offering, the ownership by the Department of the Treasury was reduced from approximately 92 percent to approximately 77 percent of the AIG Common Stock outstanding after the completion of the offering. Additional information on AIG is publicly available in its regulatory filings with the SEC. Information regarding AIG as described in these footnotes is qualified by regulatory filings AIG files from time to time with the SEC. 73 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- 18.RECONCILIATION TO ANNUAL STATEMENT The following is a reconciliation of amounts previously reported to state regulatory authorities for the 2011 and 2010 Annual Statements, and as reported for the accompanying statutory financial statement:
2011 2010 (in thousands of dollars) ---------- ---------- STATEMENTS OF ADMITTED ASSETS, LIABILITIES, AND CAPITAL AND SURPLUS: Assets as reported in the Company's Annual Statement $9,550,426 $9,636,967 Deferred tax assets Reclass receivables from parent, subsidiaries and affiliates -- (182) ---------- ---------- Assets as reported in the accompanying statutory statements of admitted assets, liabilities, and capital and surplus $9,550,426 $9,636,785 ========== ========== Liabilities as reported in the Company's Annual Statement $8,921,128 $8,796,215 Life and annuity reserves Reclass receivables from parent, subsidiaries and affiliates -- (182) ---------- ---------- Liabilities as reported in the accompanying statutory statements of admitted assets, liabilities, and capital and surplus $8,921,128 $8,796,033 ========== ========== Capital and surplus as reported in the Company's Annual Statement $ 629,299 $ 840,752 Net Income (Loss) -- (892) Deferred tax assets Prior period correction to life and annuity reserves -- 892 ---------- ---------- Capital and surplus as reported in the accompanying statutory statements of admitted assets, liabilities, and capital and surplus $ 629,299 $ 840,752 ========== ==========
19.SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 25, 2012, the date the financial statements were issued. ML II DISTRIBUTION Through a series of transactions that occurred during the three month period ending March 31, 2012, the Federal Reserve Bank of New York initiated the sales of the remaining securities held by ML II. These sales resulted in the Company receiving principal payments of $9.6 million on March 1, 2012 and additional cash receipts of $59.5 million on March 15, 2012 from ML II that consisted of $34.5 million, $5.0 million, and $20.0 million in principal, contractual interest and residual cash flows, respectively, effectively monetizing the Company's ML II interests. 74 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 -------------------------------------------------------------------------------- The total amount of $69.1 million received by the Company from ML II was distributed to the Company's intermediate parent company and ultimately remitted to AIG. FHLB CASH ADVANCE On March 21, 2012, the Company borrowed $14.6 million as a cash advance from the FHLB of Cincinnati. The fair value of collateral pledged to secure advances obtained from the FHLB of Cincinnati on March 21, 2012 was $16.7 million. INSURANCE COMPANY MERGER On December 31, 2012, the Company intends to merge with and into American General Life Insurance Company ("AGL"), with AGL being the surviving company, to implement a more efficient legal entity structure, while continuing to market products and services under currently existing brands. AGL is also an indirect, wholly owned subsidiary of AIG. The merger transaction is subject to receipt of all required approvals, including the approvals of certain insurance departments. 75 SUPPLEMENTAL SCHEDULES 76 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES DECEMBER 31, 2011 --------------------------------------------------------------------------------
(in thousands of dollars) Investment income earned U.S. Government bonds $ 540 Other bonds (unaffiliated) 525,057 Bonds of affiliates 6,799 Preferred stocks (unaffiliated) 1,838 Common stocks (unaffiliated) 1,314 Common stocks (affiliated) -- Mortgage loans 61,374 Real estate 7,228 Contract loans 31,185 Cash and short-term investments 336 Derivative instruments (523) Other invested assets 9,816 Other 366 -------- Gross investment income $645,330 ======== Real estate owned (book value less encumbrances) $ 41,927 ======== Mortgage loans (book value) Residential mortgages $ 40 Commercial mortgages 952,539 Mezzanine loans 13,836 -------- Total mortgage loans $966,415 ======== Mortgage loans by standing (book value) Good standing $962,304 ======== Good standing with restructured terms $ 4,111 ======== Interest overdue more than 90 days, not in foreclosure $ -- ======== Other long-term assets (statement value) $220,372 ======== Bonds and stocks of parents, subsidiaries and affiliates (book value) Bonds $ -- ======== Common stocks $ 20,856 ========
77 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES DECEMBER 31, 2011 --------------------------------------------------------------------------------
(in thousands of dollars) Bonds and short-term investments by class and maturity Bonds and short-term investments by maturity (statement value) Due within one year or less $ 389,902 Over 1 year through 5 years 762,442 Over 5 years through 10 years 1,509,201 Over 10 years through 20 years 2,075,652 Over 20 years 2,800,940 ---------- Total by maturity $7,538,137 ========== Bonds and short-term investments by class (statement value) Class 1 $3,835,777 Class 2 3,084,691 Class 3 355,031 Class 4 207,275 Class 5 42,482 Class 6 12,881 ---------- Total by class $7,538,137 ========== Total bonds publicly traded $5,229,432 ========== Total bonds privately placed $2,308,704 ========== Preferred stocks (statement value) $ 25,917 ========== Common stocks (fair value) $ 35,571 ========== Short-term investments (book value) $ 53,957 ========== Collar, swap and forward agreements open (statement value) $ (2,440) ========== Cash on deposit $ (9,310) ========== Life insurance in-force, net of reinsurance ceded Industrial $ 1,237 ========== Ordinary $ 65,947 ==========
78 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- (in thousands of dollars) Amount of accidental death insurance in-force under ordinary policies $ 8,098,886 =========== Amount of life insurance in-force under policies with disability provisions Industrial $ 346,642 =========== Ordinary $21,442,902 =========== Supplementary contracts in-force Ordinary - not involving life contingencies Amount on deposit $ 48,213 =========== Amount of income payable $ 634 =========== Ordinary - involving life contingencies Amount of income payable $ 456 =========== Annuities Ordinary Immediate - amount of income payable $ 4,737 =========== Deferred - fully paid - account balance $ 765,031 =========== Deferred - not fully paid - account balance $ 171,949 =========== Group Amount of income payable $ 32,424 =========== Fully paid - account balance $ 38,469 =========== Accident and health insurance - premiums in-force Ordinary $ 68,269 =========== Group $ 35 =========== Deposit funds and dividend accumulations Deposit funds - account balance $ 3,302 =========== Dividend accumulations - account balance $ 27,645 ===========
79 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- (in thousands of dollars) Claim payments in 2011 Group accident and health 2011 $ -- ======= 2010 $ -- ======= 2009 $ 4 ======= 2008 $ -- ======= 2007 $ -- ======= 2006 $ -- ======= Prior $ 10 ======= Other accident and health 2011 $28,144 ======= 2010 $32,850 ======= 2009 $12,398 ======= 2008 $ 1,554 ======= 2007 $ 600 ======= 2006 $ 266 ======= Prior $ 762 =======
80 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- 1. The Company's total admitted assets are $9,550.4 million. 2. Following are the 10 largest exposures to a single issuer/borrower/investment, by investment category, excluding: (i) U.S. government, U.S. government agency securities and those U.S. government money market funds listed in the Appendix to the SVO Practices and Procedures Manual as exempt, (ii) property occupied by the Company, and (iii) policy loans:
(in thousands of dollars) PERCENTAGE OF TOTAL ADMITTED INVESTMENT CATEGORY/ISSUER AMOUNT ASSETS ------------------------------ -------- ---------- BONDS Seariver Maritime Finl Hldgss $202,151 2.117% Empyrean Capital Partners $ 78,158 0.818% Waste Mgmt Inc $ 64,846 0.679% Wells Fargo Mbs TR $ 62,545 0.655% Highside Capital Partners LP $ 61,066 0.639% Maiden Lane II LLC $ 58,166 0.609% Deutsche Telekom Intl Fin Bv $ 50,496 0.529% Cruger Issuer TR $ 49,516 0.518% Valero Energy Corp $ 48,593 0.509% AIG Operating Pool $ 47,300 0.495%
81 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- 3. The Company's total admitted assets held in bonds and preferred stocks, by NAIC rating, are:
BONDS PREFERRED STOCK ----------------------------------------------- ------------------------------ PERCENTAGE PERCENTAGE OF TOTAL OF TOTAL (in thousands of dollars) ADMITTED ADMITTED NAIC RATING AMOUNT ASSETS NAIC RATING AMOUNT ASSETS ------------------------- ---------- ---------- ----------- ------- ---------- NAIC-1 $3,835,778 40.16% P/RP-1 $-- 0.00% NAIC-2 3,084,691 32.30% P/RP-2 11,034 0.12% NAIC-3 355,030 3.72% P/RP-3 13,777 0.14% NAIC-4 207,275 2.17% P/RP-4 -- 0.00% NAIC-5 42,482 0.44% P/RP-5 -- 0.00% NAIC-6 12,881 0.13% P/RP-6 1,106 0.01% ---------- ------ ------- ----- $7,538,137 78.93% $25,917 0.27% ========== ====== ======= =====
4. Following are the Company's total admitted assets held in foreign investments (regardless of whether there is any foreign currency exposure) and unhedged foreign currency exposure (defined as the statement value of investments denominated in foreign currencies which are not hedged by financial instruments qualifying for hedge accounting as specified in SSAP No. 86, "Accounting for Derivative Instruments and Hedging Activities", including: (i) foreign-currency-denominated investments of $63.6 million supporting insurance liabilities denominated in that same foreign currency of $0, and excluding (ii) Canadian investments and currency exposure of $284.6 million. 5. Aggregate foreign investment exposure categorized by NAIC sovereign rating:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) ---------- ---------- Countries rated NAIC-1 $1,076,048 11.267% Countries rated NAIC-2 $ 56,436 0.591% Countries rated NAIC-3 or below $ 36,267 0.380% ---------- ------ $1,168,751 12.238% ========== ======
82 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- 6. Two largest foreign investment exposures to a single country, categorized by the country's NAIC sovereign rating:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) -------- ---------- Countries rated NAIC-1 Country: Australia $276,319 2.893% Country: United Kingdom $205,992 2.157% Countries rated NAIC-2 Country: Ireland $ 39,678 0.415% Country: Mexico $ 16,523 0.173% Countries rated NAIC-3 or below Country: Supra National $ 10,868 0.114% Country: Liberia $ 10,438 0.109%
7. Aggregate unhedged foreign currency exposure:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) ------ ---------- Unhedged foreign currency exposure $19 0.000% --- ----- $19 0.000% === =====
8. Aggregate unhedged foreign currency exposure categorized by NAIC sovereign rating:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) ------ ---------- Countries rated NAIC-1 $19 0.000% Countries rated NAIC-2 $-- 0.000% Countries rated NAIC-3 or below $-- 0.000% --- $19 ===
83 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- 9. Two largest unhedged foreign currency exposures to a single country, categorized by the country's NAIC sovereign rating:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS ------ ---------- Countries rated NAIC-1 Country: Australia $19 0.000% Countries rated NAIC-2 $-- 0.000% Countries rated NAIC-3 or below $-- 0.000% --- $19 ===
10.Ten largest nonsovereign (i.e., nongovernmental) foreign issues:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) ------- ---------- Deutsche Telekom Intl Fin BV $50,496 0.529% France Telecom SA $38,766 0.406% Transurban Fin Co Pty LTD $33,891 0.355% Telefonica Europe BV $31,654 0.331% Kingfisher PLC $30,000 0.314% Stockland Fin Pty LTD $30,000 0.314% Spotless Grp LTD $30,000 0.314% Red Electrica De Espana Fin BV $25,000 0.262% ETSA Utils Fin Pty LTD $25,000 0.262% British Telecom PLC $24,854 0.260%
84 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- 11.The Company's total admitted assets held in Canadian investments and unhedged Canadian currency exposure, including Canadian-currency-denominated investments of $0 supporting Canadian-denominated insurance liabilities of $0 are:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) -------- ---------- Canadian investments $284,643 2.980% Unhedged Canadian currency exposure $ -- 0.000%
12.Not applicable. 13.Ten largest equity interests:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) ------- ---------- Empyrean Capital Partners $78,158 0.818% Highside Capital Partners LP $61,066 0.639% American Gen Ppty Ins Co COM $20,624 0.216% Portobello Capital II L.P. (formerly Ibersuizas Capital Fund II L.P.) $14,790 0.155% FHLB Cincinnati $14,309 0.150% Nexen Inc Sub NT 7.35% $11,874 0.124% PineBridge Secondary Partners, LP $ 9,989 0.105% Blackstone Mezzanine Partners II, LP $ 8,450 0.088% Blackstone Capital Partners V, LP $ 8,098 0.085% AEA Mezzanine Fund (Leveraged), LP $ 7,761 0.081%
14.Not applicable. 15.Not applicable. 85 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- 16.With respect to mortgage loans reported in Schedule B, the Company's total admitted assets are as follows:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) -------- ---------- Mortgage loans $956,180 10.012%
Aggregate mortgage interest represents the combined value of all mortgages secured by the same property or same group of properties. The ten largest aggregate mortgage interests, each a commercial property, follows:
PERCENTAGE (in thousands of dollars) OF TOTAL ADMITTED PROPERTY AMOUNT ASSETS ------------------------- ------- ---------- Port LA Distr Center II - Commercial $38,513 0.403% Doubletree - Allen Center - Commercial $32,958 0.345% Bayside Village MHC - Commercial $30,654 0.321% East Coast Oakwood -Affiliate (Inter-Co) Commercial $26,629 0.279% Village Green Apartments - Commercial $26,337 0.276% Oakwood Village Apartments - Commercial $24,276 0.254% Watson Multi Bldg Portfolio - Commercial $24,201 0.253% Memorial Herman - Commercial $23,722 0.248% 200 Market Place - Commercial $22,940 0.240% Grove Pointe - Commercial $21,689 0.227%
86 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 -------------------------------------------------------------------------------- Amount and percentage of the Company's total admitted assets in the following categories of mortgage loans:
PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS (in thousands of dollars) ------ ---------- Construction loans $ -- Mortgage loans over 90 days past due $ -- Mortgage loans in the process of foreclosure $ -- Mortgage loans foreclosed $ -- Restructured mortgage loans $4,111 0.043%
17.Aggregate mortgage loans having the following loan-to-value ratios as determined from the most current appraisal as of the annual statement date:
(in thousands RESIDENTIAL COMMERCIAL of dollars) ---------------- ------------------ PERCENTAGE PERCENTAGE OF TOTAL OF TOTAL ADMITTED ADMITTED AMOUNT ASSETS AMOUNT ASSETS LOAN-TO-VALUE ------ ---------- -------- ---------- above 95% $-- $ 4,111 0.043% 91% to 95% -- -- 81% to 90% -- -- 71% to 80% -- 28,438 0.298% below 70% 40 0.000% 933,826 9.778% --- ----- -------- ------ $40 0.000% $966,375 10.119% === ===== ======== ======
18.Not applicable. 19.Not applicable 20.Not applicable. 21.Not applicable. 22.The Company's potential exposure (defined as the amount determined in accordance with the NAIC Annual Statement Instructions) for collars, swaps and forward contracts as of each quarter in 2010: 87 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF INVESTMENT RISKS INTERROGATORIES DECEMBER 31, 2011 --------------------------------------------------------------------------------
AT END OF EACH QUARTER ----------------------------------- AT YEAR END 1ST QUARTER 2ND QUARTER 3RD QUARTER ---------------- ----------- ----------- ----------- PERCENTAGE OF TOTAL ADMITTED AMOUNT ASSETS AMOUNT AMOUNT AMOUNT (in thousands of dollars) ------ ---------- ----------- ----------- ----------- Hedging $733 0.008% $7,826 $7,649 $7,549 Income $ -- 0.000% $ -- $ -- $ -- Replications $ -- 0.000% $ -- $ -- $ -- Other $ -- 0.000% $ -- $ -- $ --
23.Not applicable. 88 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SUMMARY INVESTMENT SCHEDULE DECEMBER 31, 2011 --------------------------------------------------------------------------------
ADMITTED ASSETS AS REPORTED GROSS INVESTMENT HOLDINGS* IN THE ANNUAL STATEMENT (in thousands of dollars) ------------------------- -------------------------- PERCENTAGE PERCENTAGE OF GROSS OF ADMITTED INVESTMENT INVESTED AMOUNT HOLDINGS AMOUNT ASSETS INVESTMENT CATEGORIES ---------- ---------- ---------- ----------- Bonds US Treasury securities $ 5,305 0.057% $ 5,305 0.057% US government sponsored agencies 3,201 0.035% 3,201 0.035% Foreign government (including Canada, excluding mortgage-backed securities) 100,573 1.085% 100,573 1.087% Securities issued by states, territories, and possessions and their political subdivisions in the US States, territories and possessions general obligations 18,029 0.195% 18,029 0.195% Political subdivisions of states, territories and possessions and political subdivisions general obligations 53,061 0.572% 53,061 0.573% Revenue and assessment obligations 109,681 1.183% 109,681 1.185% Industrial development and similar obligations 38,164 0.412% 38,164 0.412% Mortgage-backed securities (including residential and commercial MBS) Pass-through securities Issued or guaranteed by GNMA 3,259 0.035% 3,259 0.035% Issued or guaranteed by FNMA and FHLMC 72,975 0.787% 72,975 0.789% CMOs and REMICs Issued or guaranteed by GNMA, FNMA, FHLMC or VA 538,293 5.808% 538,293 5.817% All other 443,631 4.786% 443,631 4.794% Other debt and other fixed income securities (excluding short-term) Unaffiliated domestic securities (including credit tenant loans rated by the SVO) 4,784,628 51.621% 4,784,628 51.709% Unaffiliated foreign securities 1,313,380 14.170% 1,313,380 14.194% Affiliated securities -- -- -- (continued on next page)
* Gross investment holdings as valued in compliance with the NAIC Accounting Practices and Procedures Manual. 89 AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY SUPPLEMENTAL SUMMARY INVESTMENT SCHEDULE DECEMBER 31, 2011 --------------------------------------------------------------------------------
ADMITTED ASSETS AS REPORTED (in thousands of dollars) GROSS INVESTMENT HOLDINGS* IN THE ANNUAL STATEMENT PERCENTAGE PERCENTAGE OF GROSS OF ADMITTED INVESTMENT INVESTED INVESTMENT CATEGORIES AMOUNT HOLDINGS AMOUNT ASSETS --------------------- ---------- ---------- ---------- ----------- Equity interests Investments in mutual funds $ 0 0.000% $ 0 0.000% Preferred stocks Unaffiliated 25,917 0.280% 25,917 0.280% Publicly traded equity securities (excluding preferred stocks) Unaffiliated 63 0.001% 63 0.001% Other equity securities Affiliated 20,856 0.225% 20,624 0.223% Unaffiliated 14,653 0.158% 14,653 0.158% Mortgage loans Single family residential properties 40 0.000% 40 0.000% Multifamily residential properties 189,320 2.043% 189,320 2.046% Commercial loans 752,984 8.124% 752,984 8.138% Mezzanine real estate loans 13,836 0.149% 13,836 0.150% Real estate investments Property occupied by company 36,278 0.391% 36,278 0.392% Property held for production of income (including $0 of property acquired in satisfaction of debt) 978 0.011% 978 0.011% Property held for sale (including $4,671,265 property acquired in satisfaction of debt) 4,671 0.050% 4,671 0.050% Policy loans 417,210 4.501% 416,567 4.502% Receivable for securities 27,925 0.301% 27,925 0.302% Cash, cash equivalents and short-term investments 44,647 0.482% 44,647 0.483% Other invested assets 235,200 2.538% 220,372 2.382% ---------- ------- ---------- ------- Total invested assets $9,268,758 100.000% $9,253,055 100.000% ========== ======= ========== =======
* Gross investment holdings as valued in compliance with the NAIC Accounting Practices and Procedures Manual. 90 SUNAMERICA LIFE INSURANCE COMPANY (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF AMERICAN INTERNATIONAL GROUP, INC.) STATUTORY FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 SUNAMERICA LIFE INSURANCE COMPANY INDEX TO STATUTORY FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION
Page Report of Independent Auditors 1 Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus 2 Statutory Statements of Operations 3 Statutory Statements of Changes in Capital and Surplus 4 Statutory Statements of Cash Flows 5 Notes to Statutory Financial Statements: 1. Nature of Operations 6 2. Summary of Significant Accounting Policies 7-22 3. Investments 23-46 4. Derivative Financial Instruments 47-49 5. Information About Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk 49-50 6. Fair Value Measurements 51-61 7. Analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal Characteristics 62 8. Separate Accounts 63-64 9. Reinsurance 65 10. Federal Income Taxes 66-75 11. Capital and Surplus 76-77 12. Retirement Plans, Deferred Compensation, Postemployment Benefits and Compensated Absences and Other Postretirement Benefit Plans 78-82 13. Debt 83 14. Leases 83 15. Commitments and Contingent Liabilities 84-86 16. Related Party Transactions 87-94 17. Reconciliation to the Annual Statement 95 18. Subsequent Events 95-96 Supplemental Information Report of Independent Auditors on Accompanying Information 97 Supplemental Schedule of Assets and Liabilities 98-101 Summary Investment Schedule 102 Investment Risks Interrogatories 103-108
[PWC LOGO] REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholder of SunAmerica Life Insurance Company: We have audited the accompanying statutory statement of admitted assets, liabilities and capital and surplus of SunAmerica Life Insurance Company (the "Company"), an indirect wholly owned subsidiary of American International Group, Inc., as of December 31, 2011 and 2010, and the related statutory statements of operations, changes in capital and surplus, and cash flow for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 2 to the financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Arizona Department of Insurance, which practices differ from accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America are material; they are described in Note 2. In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2011 and 2010, or the results of its operations or its cash flows for the years then ended. In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and capital and surplus of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flow for the years then ended, on the basis of accounting described in Note 2. As discussed in Note 2 to the financial statements, during 2010, the Company received a permitted practice to restate the additional paid-in surplus and unassigned deficit components of surplus, similar to the statutory basis of accounting for a quasi-reorganization. [GRAPHIC] May 25, 2012 PricewaterhouseCoopers LLP, 350 South Grand Avenue, 49/th/ Floor, Los Angeles, CA 90071 T: (213) 356-6000, F: (813) 637-4444, www.pwc.com/us SUNAMERICA LIFE INSURANCE COMPANY STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS
DECEMBER 31, $ in millions except par and share data ------------------ 2011 2010 -------- -------- ADMITTED ASSETS Cash and investments: Bonds (unaffiliated) $ 6,294 $ 5,186 Bonds (affiliated) 100 133 Common stocks (affiliated) 1,981 2,973 Common stocks (unaffiliated) 44 29 Mortgage loans 1,229 1,711 Real estate 37 13 Contract loans 35 37 Derivatives 875 1,374 Cash, cash equivalents and short-term investments 1,442 3,339 Other invested assets 1,469 1,713 Receivables for securities 7 3 -------- -------- Total cash and investments 13,513 16,511 Amounts recoverable from reinsurers 6 7 Investment income due and accrued 42 39 Receivable from affiliates -- 336 Federal income taxes receivable from Parent 74 97 Net deferred tax assets 56 44 Separate account assets 134 202 -------- -------- Total admitted assets $ 13,825 $ 17,236 ======== ======== LIABILITIES AND CAPITAL AND SURPLUS Reserves for life, accident and health contracts $ 2,075 $ 2,147 Liability for deposit-type contracts 6,936 8,692 Transfers to separate account due or accrued (net) (98) (159) Accrued commissions and expenses 60 59 Asset valuation reserve 435 386 Derivatives 1,075 1,422 Collateral for derivative program 261 603 Foreign currency translation liability for deposit-type contracts 11 33 Other liabilities 29 50 Separate account liabilities 134 202 -------- -------- Total liabilities 10,918 13,435 -------- -------- Capital and surplus: Common stock, $2.50 par value: 2,254,560 shares authorized, 2,254,560 shares issued and outstanding 6 6 Paid-in and contributed surplus 2,862 3,591 Special surplus funds--additional admitted deferred tax assets 42 27 Unassigned surplus (funds) (3) 177 -------- -------- Total capital and surplus 2,907 3,801 -------- -------- Total liabilities and capital and surplus $ 13,825 $ 17,236 ======== ========
See accompanying notes to statutory financial statements. 2 SUNAMERICA LIFE INSURANCE COMPANY STATUTORY STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, $ in millions ---------------------- 2011 2010 ---------- ---------- REVENUES Premiums and annuity considerations $ 26 $ 43 Net investment income 502 575 Amortization of interest maintenance reserve (21) (29) Separate accounts net loss from operations excluding unrealized gains or losses (1) (10) Other revenue 20 15 ---------- ---------- Total revenue 526 594 ---------- ---------- BENEFITS AND EXPENSES Death benefits 9 11 Annuity benefits 76 92 Surrender benefits 87 104 Interest and adjustments on policy or deposit-type contract funds 347 426 Payments on supplementary contracts with life contingencies 17 18 Decrease in reserves for life and accident and health policies and contracts (72) (88) Commissions 1 1 General insurance and other expenses 14 68 Net transfers from the separate accounts (8) (9) ---------- ---------- Total benefits and expenses 471 623 ---------- ---------- Net gain (loss) from operations before federal income taxes 55 (29) Federal income tax benefit (23) (101) ---------- ---------- Net gain from operations after taxes and before net realized capital losses 78 72 Net realized capital losses (1,146) (227) ---------- ---------- Net loss $ (1,068) $ (155) ========== ==========
See accompanying notes to statutory financial statements. 3 SUNAMERICA LIFE INSURANCE COMPANY STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
PAID-IN AND SPECIAL UNASSIGNED $ in millions COMMON CONTRIBUTED SURPLUS SURPLUS STOCK SURPLUS FUNDS (FUNDS) TOTAL ------ ----------- ------- ---------- ------- Balances at December 31, 2009 $ 6 $ 6,619 $ 3 $(2,615) $ 4,013 Net loss 2010 -- -- -- (155) (155) Change in net unrealized capital gains and losses -- -- -- 272 272 Change in net unrealized foreign exchange capital gains and losses -- -- -- 49 49 Change in net deferred income tax -- -- -- 64 64 Change in non-admitted assets -- -- -- (112) (112) Change in asset valuation reserve -- -- -- (317) (317) Other changes in surplus in Separate Accounts -- -- -- 16 16 Surplus contributed by Parent -- 3 -- -- 3 Quasi-reorganization permitted practice -- (3,031) -- 3,031 -- Prior year surplus adjustments -- -- -- (56) (56) Additional admitted deferred tax assets -- -- 24 -- 24 ------ ------- ------ ------- ------- Balances at December 31, 2010 6 3,591 27 177 3,801 ------ ------- ------ ------- ------- Net loss 2011 -- -- -- (1,068) (1,068) Change in net unrealized capital gains and losses -- -- -- 1,028 1,028 Change in net unrealized foreign exchange capital gains and losses -- -- -- 23 23 Change in net deferred income tax -- -- -- 12 12 Change in non-admitted assets -- -- -- 244 244 Change in asset valuation reserve -- -- -- (49) (49) Surplus withdrawn from Separate Accounts -- -- -- 8 8 Other changes in surplus in Separate Accounts -- -- -- 2 2 Surplus contributed to Parent -- (729) -- -- (729) Dividends to stockholders -- -- -- (380) (380) Additional admitted deferred tax assets -- -- 15 -- 15 ------ ------- ------ ------- ------- Balances at December 31, 2011 $ 6 $ 2,862 $ 42 $ (3) $ 2,907 ====== ======= ====== ======= =======
See accompanying notes to statutory financial statements. 4 SUNAMERICA LIFE INSURANCE COMPANY STATUTORY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, $ in millions ---------------------- 2011 2010 ---------- ---------- Premiums and annuity considerations collected, net of reinsurance $ 26 $ 42 Net investment income received 398 477 Other cash provided 20 16 ---------- ---------- Total revenues received 444 535 ---------- ---------- Benefit and loss related payments 507 610 Net transfers to (from) separate accounts (69) 6 Commissions, other expenses and taxes paid 13 70 Federal income taxes recovered (88) (25) ---------- ---------- Total benefits and expenses paid 363 661 ---------- ---------- Net cash provided by (used in) operations 81 (126) ---------- ---------- Proceeds from investments sold, matured or repaid: Bonds 1,631 1,500 Stocks 263 363 Mortgage loans 471 279 Real estate 13 -- Other invested assets 381 371 Net gains (losses) on cash, cash equivalent and short-term investments -- -- Miscellaneous proceeds -- -- ---------- ---------- Total proceeds from investments sold, matured or repaid 2,759 2,513 ---------- ---------- Cost of investments acquired: Bonds 2,678 95 Stocks 61 12 Mortgage loans 26 99 Real estate 3 -- Other invested assets 55 28 Miscellaneous applications -- -- ---------- ---------- Total cost of investments acquired 2,823 234 Net decrease in contract loans 2 9 ---------- ---------- Net cash provided by (used in) investing activities (62) 2,288 ---------- ---------- Capital and paid-in surplus 27 -- Net withdrawals on deposit-type contracts and other insurance liabilities (1,786) (39) Dividends to stockholders (380) -- Other cash provided 223 22 ---------- ---------- Net cash used in financing and from miscellaneous sources (1,916) (17) ---------- ---------- Net increase (decrease) in cash and short-term investments (1,897) 2,145 Cash and short-term investments at beginning of year 3,339 1,194 ---------- ---------- Cash and short-term investments at end of year $ 1,442 $ 3,339 ========== ========== Non-cash activity: Variable compensation contribution from AIG throughout 2011 and 2010 $ 6 $ 2 ========== ========== Fixed assets contributed to SunAmerica Annuity and Life Assurance Company on January 22, 2010 -- 19 ========== ==========
See accompanying notes to statutory financial statements. 5 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS SunAmerica Life Insurance Company (the "Company") is a direct wholly owned subsidiary of SAFG Retirement Services, Inc. ("SAFGRS" or "the Parent") which is a wholly owned subsidiary of American International Group, Inc. ("AIG"). The Company is a stock life insurance company domiciled and licensed in the State of Arizona and is subject to regulation by the Arizona Department of Insurance. It is also subject to regulation by the states in which it transacts business. The Company owns 100% of the common stock of SunAmerica Annuity and Life Assurance Company ("SAAL"), which is domiciled and licensed in the State of Arizona; UG Corporation, an investment company; SA Affordable Housing, LLC ("SAAH LLC"), an investment company; and SunAmerica Investments Inc. ("SAII"), an investment company. On December 31, 2011 and to facilitate the merger of First SunAmerica Life Insurance Company ("FSA") with and into The United States Life Insurance Company in the City of New York ("USL") with USL being the surviving entity, the Company made a return of capital distribution of 100% of the capital stock of FSA, valued at $734.5 million, to the Parent, which upon receipt of such capital stock distributed the same to AIG. The Company has been primarily engaged in the business of writing guaranteed investment contracts ("GICs") directed to the institutional marketplace, but stopped writing new business after the first quarter of 2005. The Company also administers closed blocks of GICs and fixed annuities, on which it earns net investment income. The Company is licensed in 49 states and the District of Columbia. The operations of the Company are influenced by many factors, including general economic conditions, monetary and fiscal policies of the federal government, and policies of state and other regulatory authorities. The Company is exposed to the risks normally associated with a portfolio of fixed-income securities, namely interest rate, option, liquidity and credit risks. The Company controls its exposure to these risks by, among other things, closely monitoring and matching the duration and cash flows of its assets and liabilities, monitoring and limiting prepayment and extension risk in its portfolio, maintaining a large percentage of its portfolio in highly liquid securities, and engaging in a disciplined process of underwriting, reviewing and monitoring credit risk. 6 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting practices prescribed or permitted by the Arizona Department of Insurance. These accounting practices vary in certain respects from accounting principles generally accepted in the United States of America ("US GAAP"), as described herein. The Arizona Department of Insurance recognizes only statutory accounting practices prescribed or permitted by the State of Arizona for determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under the Arizona Insurance Law. The National Association of Insurance Commissioners ("NAIC") Accounting Practices and Procedures manual ("NAIC SAP") has been adopted as a component of prescribed or permitted practices by the State of Arizona. The state has the right to permit other specific practices that deviate from prescribed practices. A reconciliation of the Company's net loss and capital and surplus between NAIC SAP and practices prescribed or permitted by the State of Arizona is shown below:
DECEMBER 31, $ in millions ------------------ 2011 2010 -------- -------- Net Loss, Arizona basis $ (1,068) $ (155) -------- -------- Net Loss, NAIC SAP $ (1,068) $ (155) ======== ======== Statutory Capital and Surplus, Arizona basis $ 2,907 $ 3,801 -------- -------- Statutory Capital and Surplus, NAIC SAP $ 2,907 $ 3,801 ======== ========
In 2010, the Company received permission from the Arizona Department of Insurance to restate the gross paid-in and contributed surplus and the unassigned funds components of surplus, similar to the restatement of surplus balances that occurs pursuant to the prescribed accounting guidance for a quasi-reorganization. This restatement resulted in an increase in unassigned funds in an amount equal to the contributions received from AIG, its ultimate parent, that offset the Company's and its insurance subsidiaries' losses incurred on certain securities and a corresponding decrease in gross paid-in and contributed surplus. The permitted practice had no impact on either the Company's net income or total capital and surplus. In addition, there was no impact on the Company's risk-based capital ("RBC") results. Both of the Company's insurance subsidiaries also received approval from their respective domiciliary regulators regarding the use of the same quasi-reorganization permitted practice, resulting in decreases in their gross paid-in and contributed surplus balances and corresponding increases in their unassigned funds balances. The reclassification entries associated with the subsidiaries' approved permitted practices had no impact on the Company's financial statements. Certain classifications and format changes have been made to prior year amounts to conform to the current year presentation. 7 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Use of Estimates The preparation of financial statements in conformity with accounting practices prescribed or permitted by the Arizona Department of Insurance requires management to make estimates and assumptions that affect the reported amounts in the statutory financial statements and the accompanying notes. It also requires disclosure of contingent assets and liabilities at the date of the statutory financial statements and the reported amounts of revenues and expenses during the period. The areas of significant judgments and estimates include the following: . Application of other-than-temporary impairments; . Estimates with respect to income taxes, including recoverability of deferred tax assets ("DTAs"); . Fair value measurements of certain financial assets; and . Policy reserves for life, annuity, accident and health insurance contracts, including guarantees. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from the statutory assumptions used, the Company's statements of admitted assets, liabilities and capital and surplus, statements of operations and statutory statement of cash flows could be materially affected. SIGNIFICANT ACCOUNTING POLICIES Bonds Bonds not backed by other loans are carried at amortized cost except for those with a NAIC designation of "6" or "6*". Bonds with a NAIC 6 rating are carried at the lower of amortized cost or fair value, with unrealized losses charged directly to unassigned surplus. Bonds that have not been filed and have not received a rating in over one year from the NAIC's Security Valuation Office ("SVO") receive a "6*" rating and are carried at zero, with the unrealized loss charged directly to unassigned surplus. Bonds filed with the SVO which receive a "6*" designation may carry a value greater than zero. Securities are assigned a NAIC 5* designation if the Company certifies that (1) the documentation necessary to permit a full credit analysis does not exist, (2) the issuer or obligor is current on all contracted interest and principal payments and (3) the Company has an actual expectation of ultimate repayment of all contracted interest and principal. Securities with NAIC 5* designations are deemed to possess the credit characteristics of securities assigned a NAIC 5 designation. If the decline in fair value of a bond is considered to be other-than-temporary, the cost basis is written down to fair value and the amount of the write-down is recognized as a realized loss. The determination that a security has incurred an other-than-temporary impairment ("OTTI") in value and the amount of any loss recognition requires the judgment of the Company's management and a continued review of its investments. The discount or premium on bonds is amortized using the effective yield method. All residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS") and asset-backed securities ("ABS") were defined to be loan-backed and structured 8 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) securities ("LBaSS") for 2010. The definition of LBaSS was expanded in 2011 to include certain securities that were previously accounted for pursuant to the guidance for bonds, other than LBaSS. The additional securities included in LBaSS in 2011 includes, but is not limited to, pass-thru securities, lease-backed securities, equipment trust certificates, loan-backed securities issued by special purpose corporations or trusts, and securities where there is not direct recourse to the issuer. LBaSS are stated at amortized cost, except for those with a NAIC designation of "6" or "6*". LBaSS with a NAIC 6 rating are carried at the lower of amortized cost or fair value, with unrealized losses charged directly to unassigned surplus. LBaSS that have not been filed and have not received a rating in over one year from the SVO receive a "6*" rating and are carried at zero, with the unrealized loss charged directly to unassigned surplus. Securities filed with the SVO which receive a "6*" designation may carry a value greater than zero. Securities are assigned a NAIC 5* designation if the Company certifies that (1) the documentation necessary to permit a full credit analysis does not exist, (2) the issuer or obligor is current on all contracted interest and principal payments and (3) the Company has an actual expectation of ultimate repayment of all contracted interest and principal. Securities with a NAIC 5* designation are deemed to possess the credit characteristics of securities assigned a NAIC 5 designation. Provisions made for impairment are recorded as realized investment losses when declines in fair value are determined to be other-than-temporary. Income recognition for LBaSS is determined using the effective yield method and estimated cash flows. Prepayment assumptions for single-class and multi-class mortgage-backed and asset-backed securities were obtained from an outside vendor or internal estimates. The Company uses independent pricing services and broker quotes in determining the fair value of its LBaSS. The Company uses the retrospective adjustment method to account for the effect of unscheduled payments affecting high credit quality securities, while securities with less than high credit quality and securities for which the collection of all contractual cash flows is not probable are both accounted for using the prospective adjustment method. RBC charges are based on the final NAIC designation. For LBaSS, NAIC designations are determined with a multi-step approach. The initial designation is used to determine the carrying value of the security. The final NAIC designation is used for reporting and affects RBC. The final NAIC designation is determined in one of three ways for 2011. The final NAIC designation for most RMBS and CMBS is determined by financial modeling conducted by BlackRock and PIMCO, respectively. RMBS and CMBS that are not financially modeled, primarily due to a lack of publicly available information and most remaining LBaSS are subject to a modified rating based on an NAIC matrix and the Company's carrying value for the security. For credit tenant loans, equipment trust certificates, any corporate-like securities rated by the SVO, interest only securities, and those securities with an original NAIC designation of 1, 5*, 6, or 6*, the final NAIC designation is based on the SVO or Acceptable Rating Organization ("ARO") rating and is not subject to a modified rating or financial modeling. Preferred Stocks Preferred stocks with NAIC designations of "1", "2" and "3" are carried at amortized cost. All other preferred stocks are stated at the lower of cost, amortized cost or fair value, with unrealized investment losses charged directly to unassigned surplus. Provisions made for impairment are 9 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) recorded as realized investment losses when declines in fair value are determined to be other-than-temporary. Common Stocks Unaffiliated common stocks are carried at fair value, with unrealized investment gains and losses credited or charged directly to unassigned surplus. Provisions made for impairment are recorded as realized investment losses when declines in fair value are determined to be other-than-temporary. Investments in US domiciled insurance subsidiary, controlled, and affiliated ("SCA") entities (affiliated common stocks) are recorded based on the underlying audited statutory equity of the respective entity's financial statements, adjusted for unamortized goodwill, if applicable. Investments in non-insurance SCA entities are recorded at audited US GAAP equity and further adjusted to a statutory basis of accounting, if applicable. Investments in non-insurance SCA entities in which audited US GAAP financial statements are not available, or audited foreign GAAP basis financial statements that include a footnote that reconciles net income and equity on a foreign GAAP basis to US GAAP are not available, have been non-admitted as assets as required by Statement of Statutory Accounting Principle ("SSAP") No. 97, "Investments in Subsidiary, Controlled and Affiliated Entities, A Replacement of SSAP No. 88" ("SSAP 97"), if applicable. Undistributed equity in earnings of affiliates is included in unassigned surplus as a component of unrealized investment gains or losses. Dividends received from such affiliates are recorded as investment income when received. Mortgage Loans Mortgage and Mezzanine real estate loans are carried at amortized unpaid balances less any allowance for loan loss. Loan origination fees and costs, other than points, are expensed as incurred. Loans are monitored, identified, evaluated, segmented and reserved based on certain risk factors, including past due status, debt service coverage rate, loan-to-value or the ratio of the loan balance to the estimated value of the property, property occupancy, profile of the borrower and major property tenants, economic trends in the market where the collateral property is located and condition of the collateral property. A loan is identified as impaired when it is probable that interest and principal payments will not be collected according to the contractual terms of the loan agreement. The measurement of impaired loans is generally determined based on the present value of expected future cash flows discounted at the loan's effective interest rate or, if collateral dependent, the fair value of the collateral supported by an internal cash flow analysis, third party broker opinion of value or a third party appraisal report. The allowance amount is calculated as the excess of book value of the individual loan over the fair value of its collateral less estimated costs to sell and obtain. Impairment amounts are established as a valuation allowance against the amortized unpaid balances with a corresponding charge to unrealized gain or loss. Interest income on such impaired loans is recognized when cash is received. 10 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) There are two components of allowance for loan loss: 1) specific loan loss allowance that is determined for individual loans that are specifically identified as impaired ("specific loan loss allowance") and 2) a general reserve for loans with similar risk characteristics that is determined using the current loan-to-value as adjusted, as necessary, to reflect the impact of current conditions ("segment loan loss allowance"). Real Estate Real estate consists of properties held for the production of income and properties held for sale. Properties held for the production of income are carried at depreciated cost less encumbrances unless events or circumstances indicate the carrying amount of the asset (amount prior to reduction for encumbrances) may not be recoverable. Properties held for sale are carried at the lower of its carrying amount or fair value less estimated costs to sell the property less encumbrances. Real estate obtained through foreclosure, in satisfaction of a loan, is recorded at the time of foreclosure at the lower of fair value (as determined by acceptable appraisal methodologies) or the carrying value of the related loan. Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents include cash on hand, amounts due from banks and highly liquid debt instruments that have original maturities of three months or less at date of purchase and are stated at amortized cost, which approximates fair value. Short-term investments consist of securities that have original maturities of greater than three months and less than twelve months at date of purchase and are stated at amortized cost, which approximates fair value. Contract Loans Contract loans are carried at unpaid balances, which include unpaid principal plus accrued interest, including 90 days or more past due. All loan amounts in excess of the policy cash surrender value are considered non-admitted assets. Other Invested Assets Other invested assets principally consist of investments in limited partnerships and limited liability companies. Investments in limited partnerships and limited liability companies, except for joint ventures, partnerships and limited liability companies with a minor ownership interest, shall be reported using an equity method as defined in SSAP 97. Pursuant to SSAP 97, such investments are generally reported based on audited US GAAP equity, with subsequent adjustment to a statutory basis of accounting, if applicable. Joint ventures, partnerships and limited liability companies in which the Company has a minor ownership interest (i.e., less than 10%) or lacks control, were generally recorded based on the underlying audited US GAAP equity of the investee, with some prescribed exceptions. SSAP 11 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) No. 48, "Joint Ventures, Partnerships, and Limited Liability Companies" ("SSAP 48") allows the use of (a) the US GAAP basis equity as set forth in the audited footnote reconciliation of Foreign GAAP equity and income to US GAAP within the audited foreign GAAP financial statements or (b) the International Financial Reporting Standards ("IFRS") basis equity in the audited IFRS prepared financials statements as an acceptable basis for the valuation of minor/non-controlled investments. In addition, the audited U.S. tax basis equity may also be used in certain circumstances. All investments in other invested assets in which underlying audited US GAAP financial statements, or another acceptable audited basis of accounting as described above were not available have been non-admitted as assets as required by SSAPs 48 and/or SSAP 97. The Company had $31.4 million and $47.9 million in non-admitted partnership investments at December 31, 2011 and December 31, 2010, respectively. Undistributed accumulated earnings of admitted other invested assets are included in unassigned surplus as a component of unrealized investment gains or losses. Distributions received that are not in excess of the undistributed accumulated earnings are recognized as investment income. Impairments that are determined to be other-than-temporary are recognized as realized losses. Investment Income Due and accrued income is excluded from investment income for bonds and other invested assets when collection of interest is overdue by more than 90 days or is uncertain, and for mortgage loans when loans are foreclosed or delinquent in payment for greater than 90 days or where interest is uncollectible. Net Realized Capital Gains (Losses) Realized investment gains and losses, which are determined by using the specific identification method, are reflected in operations net of applicable federal income taxes and transfers to the interest maintenance reserve ("IMR"). Bond Impairments The Company regularly evaluates its investments for OTTI in value. The determination that a security has incurred an OTTI in value and the amount of any loss recognition requires the judgment of the Company's management and a continual review of its investments. For bonds, other than LBaSS, an OTTI shall be considered to have occurred if it is probable that the Company will not be able to collect all amounts due under the contractual terms in effect at the acquisition date of the debt security. If it is determined an OTTI has occurred, the cost basis of bonds are written down to fair value. For LBaSS, a non-interest related (i.e. credit-related) OTTI (resulting from a decline in value due to fundamental credit problems of the issuer) is recognized when the projected discounted cash flows for a particular security are less than its amortized cost. When a non-interest related OTTI occurs, the LBaSS is written down to the present value of cash flows expected to be collected. 12 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) An OTTI is also deemed to have occurred if the Company intends to sell the LBaSS or does not have the intent and ability to retain the LBaSS until recovery. When this occurs, the LBaSS is written down to fair value. In assessing whether a non-interest related OTTI has occurred for LBaSS, the Company performs evaluations of expected future cash flows. Certain critical assumptions are made with respect to the performance of the securities. When estimating future cash flows, management considers historical performance of underlying assets and available market information as well as bond-specific structural considerations, such as credit enhancement and priority of payment structure of the security. In addition, the process of estimating future cash flows includes, but is not limited to, the following critical inputs, which vary by asset class. . Current delinquency rates; . Expected default rates and timing of such defaults; . Loss severity and timing of any such recovery; . Expected prepayment speeds; and . Ratings of securities underlying structured products. In periods subsequent to the recognition of an OTTI loss, the Company generally accretes the difference between the new cost basis and the cash flows expected to be collected, if applicable, as interest income over the remaining life of the security based on the amount and timing of future estimated cash flows. Non-admitted Assets All assets specifically designated as non-admitted and assets not designated as admitted, such as a negative IMR, a certain portion of DTAs, certain other invested assets, furniture, fixtures, leasehold improvements, prepaid assets, agents balances or other receivables over ninety days and non-operating software, are excluded from the statutory statement of admitted assets, liabilities and capital and surplus, and the change in the aggregate amount of such assets is reflected as a separate component of unassigned surplus. Non-admitted assets amounted to $305.6 million and $565.1 million at December 31, 2011 and 2010, respectively. Electronic Data Processing ("EDP") Equipment and Operating System ("OS") Software The Company contributed all of its EDP equipment and software to SAAL in January 2010. Derivative Financial Instruments All derivative instruments are recognized in the financial statements. Derivative instruments used in hedging transactions that meet the criteria of a highly effective hedge are reported in the statutory statement of admitted assets, liabilities and capital and surplus in a manner consistent with the hedged asset or liability ("hedge accounting"). Changes in carrying value or cash flow of derivatives that qualify for hedge accounting are recorded consistently with how the changes in the carrying value or cash flow of the hedged asset or liability are recorded. Derivative instruments used in hedging transactions that do not meet or no longer meet the criteria of an 13 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) effective hedge ("ineffective hedges") are accounted for at fair value and the changes in fair value are recorded as unrealized gains or unrealized losses. Hedge accounting was not used for any derivative instruments in 2011 and 2010. Foreign currency unrealized gains or losses are also recorded on foreign-denominated GIC liabilities. The foreign currency conversion on GIC liabilities was $11.2 million and $33.0 million in cumulative unrealized losses at December 31, 2011 and 2010, respectively. IMR The IMR is calculated based on methods prescribed by the NAIC and was established to prevent large fluctuations in interest related investment gains and losses resulting from sales (net of taxes) and interest related OTTI (net of taxes). An interest related OTTI occurs when the Company, at the balance sheet date, has the intent to sell an investment or does not have the intent and ability to hold the security, before recovery of the cost of the investment. For LBaSS, if the Company recognized an interest related OTTI, the non-interest related OTTI is booked to Asset Valuation Reserves ("AVR"), and the interest related portion to IMR. Such gains and losses are deferred into the IMR and amortized into income using the grouped method over the remaining contractual lives of the securities sold. The negative IMR balances of $105.2 million and $155.6 million were considered non-admitted assets at December 31, 2011 and 2010, respectively. AVR The AVR is used to stabilize surplus from fluctuations in the market value of bonds, stocks, mortgage loans, real estate, limited partnerships and other investments. Changes in the AVR are accounted for as direct increases or decreased in surplus. Separate Account Assets and Liabilities Separate account liabilities are composed of certain market-value-adjusted fixed annuities. The assets related to these fixed annuities are carried at fair value. Reserves for Life and Annuity Contracts Reserves for life policies are provided in accordance with the Commissioner's Reserve Valuation Method ("CRVM"). Reserves for fixed annuities and supplementary contracts with life contingencies are provided in accordance with the Commissioner's Annuity Reserve Valuation Method ("CARVM") as amended by Actuarial Guideline 33. The Company performs an annual cash flow testing in accordance with the NAIC Actuarial Opinion and Memorandum Regulation, to ensure the adequacy of the reserves. No additional reserves were required in 2011 and 2010 as a result of this analysis. At December 31, 2011 and 2010, respectively, the Company had $18.8 million and $22.3 million, of insurance in force for which the gross premiums are less than the net premiums according to the standard of valuation set by the State of Arizona. Reserves to cover the above insurance totaled $46,000 and $51,000 at December 31, 2011 and 2010, respectively. 14 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The tabular interest, tabular less actual reserves released and tabular cost have been determined by formula. Liabilities for Deposit-Type Contracts Liabilities for deposit-type contracts which include GIC's, supplementary contracts without life contingencies, and annuities certain are based on the discounting of future payments at an annual statutory effective rate. Tabular interest on other funds not involving life contingencies is based on the interest rate at which the liability accrues. Premiums, Annuity Considerations and Related Expenses Life premiums are recognized as income over the premium-paying periods of the related policies. Annuity considerations are reported as revenue when received. Premiums for deposit-type products, which include GICs, are credited directly to the respective reserves and are not recorded in the statutory statement of operations. Premiums on traditional life insurance contracts are reported net of both reinsurance and the adjustment for due and deferred premiums. Acquisition costs such as commissions and other expenses related to the acquisition of new business are charged to the statutory statement of operations as incurred. Reinsurance Premiums and Related Expenses Reinsurance premiums and benefits paid or provided are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Annuity, Life Contract and Deposit-Type Contract Surrender Benefits Annuity, universal life, interest-sensitive life benefits, payments under supplementary contracts with life contingencies and surrenders and withdrawals are reported on a cash basis. Withdrawals from deposit-type contracts, including those for GICs, directly reduce the liability for deposit-type contracts and do not flow through the statutory statement of operations. Allocated Expenses Pursuant to a cost allocation agreement, the Company purchases administrative, investment management, accounting, marketing and data processing services from AIG or its subsidiaries. The allocation of such costs for investment services is based on the level of assets under management. The allocation of costs for other services is based on estimated levels of usage, transactions or time incurred in providing the respective services. Income Taxes The Company is included in the consolidated federal income tax return of its ultimate parent, AIG. Under the tax sharing agreement with AIG, taxes are recognized and computed on a separate company basis. To the extent that benefits for net operating losses, foreign tax credits or 15 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) net capital losses are utilized on a consolidated basis, the Company would recognize tax benefits based upon the amount of those deductions and credits utilized in the consolidated federal income tax return. Federal income tax expense or benefit reflected in the statutory statement of operations represents income taxes provided on income that is currently taxable, but excludes tax on net realized capital gains or losses. Income taxes on capital gains or losses reflect differences in the recognition of capital gains or losses on a statutory book basis versus a tax accounting basis. The most significant of such differences involve impairments of investments, which are recorded as realized losses in the statutory statement of operations, but are not recognized for tax purposes, and the deferral of net capital gains and losses into the IMR for statutory book income, but not for taxable income. Capital gains and losses on certain related party transactions are recognized for statutory financial reporting purposes but are deferred for income tax reporting purposes until the security is sold to an outside party. A net DTA or deferred tax liability ("DTL") is included in the statutory statement of admitted assets, liabilities and capital and surplus, which reflects the expected future tax consequences of temporary differences between the carrying values of assets and liabilities for statutory financial reporting purposes and the amounts used for income tax reporting purposes. The change in the net DTAs and DTLs is reflected in a separate component of unassigned surplus. Net DTAs are limited to their admissible amount according to SSAP No. 10R, "Income Taxes - Revised, a Temporary Replacement of SSAP No. 10" ("SSAP 10R"). As discussed in Note 16, the Parent received income tax benefits from AIG relating to stock options exercised by its employees, which were subsequently contributed to the Company. Such benefits are recorded as contributed surplus with a corresponding increase to federal income taxes receivable. ACCOUNTING CHANGES SSAP No. 5R "Liabilities, Contingencies and Impairments of Assets" SSAP No. 5 "Liabilities, Contingencies and Impairments of Assets" ("SSAP 5") was revised ("SSAP 5R") effective January 1, 2011 to adopt Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 460, Guarantees, with modifications. These revisions require entities to record a liability it has undertaken in issuing a guarantee, even if the likelihood of having to make a payment under the guarantee is remote. These changes did not have a material impact on the Company's financial statutory statements. SSAP No. 35R "Guaranty Fund and Other Assessments" SSAP No. 35 "Guaranty Fund and Other Assessments" ("SSAP 35") was revised ("SSAP 35R") effective January 1, 2011 to adopt the GAAP guidance in ASC 405-30 (SOP 97-3) with some modifications. The revised SSAP modifies the requirement for recognizing liabilities for insurance related assessments. Under the new guidance the liability is not recognized until the event obligating the entity to pay a probable or imposed assessment has occurred. This impacts prospective-premium based guaranty fund assessments as the event that obligates the entity is the 16 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) writing of, or becoming obligated to write or renew the premiums on which future assessments are to be based. These revisions primarily affect property and casualty companies and did not have a material impact on the Company's statutory financial statements. SSAP No. 43R "Loan-Backed and Structured Securities" SSAP No. 43R "Loan-Backed and Structured Securities" ("SSAP 43R") was revised effective January 1, 2011 to require that gains and losses be bifurcated between IMR and AVR based on management's analysis, regardless of whether the gain or loss occurs due to a sale or a loss occurs due to OTTI. In addition, revisions to the definition of LBaSS has expanded the population of investments that are classified as LBaSS, including but not limited to pass-through securities, lease-backed securities, equipment trust certificates and credit tenant loans. These changes did not have a material impact on the Company's statutory financial statements. SSAP No. 10R "Income Taxes - Revised, A Temporary Replacement of SSAP No. 10" SSAP No. 10R, "Income Taxes - Revised, A Temporary Replacement of SSAP No. 10" ("SSAP 10R"), modifies two components of the admission calculation that may be utilized by certain reporting entities subject to RBC requirements that meet certain RBC thresholds: a) an up to three year reversal period for temporary differences instead of one year and b) 15% capital and surplus limit instead of 10%. Gross DTA are also subject to reduction by a valuation allowance if it is more likely than not that some portion or all of the gross DTA will not be realized. This guidance was originally temporarily effective for 2009 and interim and annual 2010 financial statements. Subsequent adopted revisions extending the SSAP 10R sunset clause through 2011 incorporated additional disclosures for tax-planning strategies. The increased amount in admitted DTA is separately reported in the special surplus funds of the statutory statements of admitted assets, liabilities and capital and surplus and in the incremental deferred tax assets line of statutory statement of changes in capital and surplus. See note 10 for further detail. SSAP No. 101 "Income Taxes, A Replacement of SSAP No. 10R and SSAP No. 10" Effective January 1, 2012, SSAP No. 101, "Income Taxes, A Replacement of SSAP No. 10R and SSAP No.10" ("SSAP 101"), states that statutory DTAs that are more likely than not to be realized are limited to: (1) the amount of federal income taxes paid in prior years that can be recovered through loss carrybacks that corresponds with the Internal Revenue Service ("IRS") tax loss carryback provisions but not to exceed three years for existing temporary differences that reverse by the end of the subsequent calendar year, plus (2) the lesser of the remaining gross DTA expected to be realized within three years of the balance sheet date or 15 percent of the capital and surplus excluding any net DTA, EDP equipment and operating software and any net positive goodwill provided the Company's end of year RBC is greater than 300 percent, plus (3) the amount of the remaining gross DTA that can be offset against existing gross DTLs taking into account the tax character of the DTAs and DTLs and the reversal pattern of the temporary differences. The cumulative effect of adopting this pronouncement is not expected to be material on the Company's financial statements at January 1, 2012. 17 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) DIFFERENCES IN STATUTORY ACCOUNTING AND US GAAP ACCOUNTING The accompanying financial statements have been prepared in accordance with accounting practices prescribed or permitted by the Arizona Department of Insurance. These accounting practices vary in certain respects from US GAAP. The primary differences between NAIC SAP and US GAAP are as follows: a. Under NAIC SAP, investment in insurance subsidiaries are recorded based on the underlying audited statutory equity of the respective entity's financial statements, adjusted for unamortized goodwill, if applicable. Investments in non-insurance subsidiaries are recorded based upon the underlying US GAAP equity of a subsidiary with all undistributed earnings or losses shown as an unrealized gain or loss in unassigned surplus. Dividends received by the Company from its subsidiaries are recorded through net investment income. Under US GAAP, subsidiaries' financial statements are combined with the Company's financial statements through the consolidation accounting. All intercompany balances and transactions are eliminated under US GAAP. Dividends received by the Company from its subsidiaries reduce the Company's investment in the subsidiaries. b. Under NAIC SAP, certain assets designated as "non-admitted," principally a negative IMR, certain DTAs, EDP equipment, furniture and equipment, and prepaid expenses, are excluded from the accompanying statements of admitted assets, liabilities, and capital and surplus and are charged directly to unassigned surplus. c. Under NAIC SAP, the policy acquisition costs that vary with and are directly related to the acquisition of new business are expensed when incurred. Under US GAAP, acquisition costs related to life insurance and investment contracts to the extent recoverable from future gross profits, are deferred and amortized, generally in proportion to the present value of expected future gross profit margins. d. Under NAIC SAP, reserves for fixed annuities and supplementary contracts with life contingencies are provided in accordance with CARVM. Under US GAAP, fixed annuities and supplementary contracts with life contingencies liabilities are generally equal to the contract value that has accrued to the benefit of the policyholder. e. The separate accounts include non-unitized fixed annuity contracts that contain market value adjustment ("MVA") provisions issued in certain states. Under NAIC SAP, these contracts are accounted for in the separate account financial statements; under US GAAP, they are accounted for in the general account. f. Under NAIC SAP, statutory DTAs that are more likely than not to be realized are limited to: 1) the amount of federal income taxes paid in prior years that can be recovered through loss carry backs for existing temporary differences that reverse by the end of the subsequent calendar year, plus 2) the lesser of the remaining gross DTA expected to be realized within one year of the balance sheet date or 10 percent of the capital and surplus 18 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) excluding any net DTA, EDP equipment and operating software and any net positive goodwill, plus 3) the amount of the remaining gross DTA that can be offset against existing gross DTLs. For calendar years 2011 and 2010, these limitations have been expanded, at the election of the Company, to include existing temporary differences that reverse by the end of the subsequent three calendar years and 15 percent of the capital and surplus, as adjusted above. The Company has made the election for the calendar years 2011 and 2010. The remaining DTAs are non-admitted. Deferred taxes do not include amounts for state taxes. Under U.S. GAAP, state taxes are included in the computation of deferred taxes, all DTAs are recorded, and a valuation allowance is established if it is more likely than not that some portion of the DTA will not be realized. g. Under NAIC SAP, income tax expense is based upon taxes currently payable. Changes in deferred taxes are reported in surplus and subject to admissibility limits; under US GAAP, changes in deferred taxes are recorded in income tax expense. h. Under NAIC SAP, investments in bonds and preferred stocks are generally reported at amortized cost. However, if bonds are designated category "6" and preferred stocks are designated categories "4 - 6" by the NAIC, these investments are reported at the lesser of amortized cost or fair value with a credit or charge to unrealized investment gains or losses. For US GAAP, such fixed-maturity investments are designated at purchase as held-to-maturity, trading, or available-for-sale. Held-to-maturity fixed investments are reported at amortized cost, and the remaining fixed-maturity investments are reported at fair value, with unrealized gains and losses reported in operations for those designated as trading and as a component of other comprehensive income for those designated as available-for-sale. i. Under NAIC SAP, all single-class and multi-class mortgage-backed or other asset-backed securities (e.g., Collateralized Mortgage Obligations ("CMO"), Mortgage-backed Securities ("MBS") and ABS) are adjusted for the effects of changes in prepayment assumptions on the related accretion of discount or amortization of premium with respect to such securities using either the retrospective or prospective method. For LBaSS, subsequent to July 1, 2009, if it is determined that a decline in fair value is other than temporary, the cost basis of the security is written down to the discounted estimated future cash flows. Bonds, other than LBaSS, that were other-than temporarily impaired, were written down to fair value. For US GAAP purposes, all securities, purchased or retained, that represent beneficial interests in securitized assets (e.g., CMO, MBS and ABS securities), other than high credit quality securities, would be adjusted using the prospective method when there is a change in estimated future cash flows. If high-credit quality securities must be adjusted, the retrospective method would be used. For all fixed maturity securities, if it is determined that a decline in fair value is other than temporary, the cost basis of the security would be written down to the discounted estimated future cash flows, while the non-credit portion of the impairment would be recorded as an unrealized loss in other comprehensive income. j. Under NAIC SAP, when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the mortgage agreement, valuation 19 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) allowances are established for temporarily-impaired mortgage loans based on the difference between the unpaid loan balance and the estimated fair value of the underlying real estate, less estimated costs to obtain and sell. The initial valuation allowance and subsequent changes in the allowance for mortgage loans are charged or credited directly to unassigned surplus rather than being included as component of earnings as would be required under GAAP. If the impairment is other than temporary, a direct write down is recognized as a realized loss, and a new cost basis is established. Under GAAP, valuation allowances would be established when the Company determines it is probable that it will be unable to collect principal and interest due according to the contractual terms of the loan agreement. Such GAAP allowances would be based on the difference between the unpaid loan balance and the present value of expected future cash flows discounted at the loan's original effective interest rate or, if foreclosure is probable, on the estimated fair value of the underlying real estate. k. Under NAIC SAP, derivative instruments used in hedging transactions that do not meet or no longer meet the criteria of an effective hedge are accounted for at fair value with the changes in fair value recorded as unrealized gains or losses. Under US GAAP, these derivative instruments are accounted for at fair value with the changes in fair value recorded as realized gains or losses. Under US GAAP, fair value measurement for free standing derivatives incorporate either counterparty's credit risk for derivative assets or the Company's credit risk for derivative liabilities by determining the explicit cost to protect against credit exposure. This credit exposure evaluation takes into consideration observable credit default swap rates. Under STAT, non-performance risk (own credit-risk) totaling $132.6 million at December 31, 2011 was not reflected in the fair value calculations for derivative liabilities. l. Under NAIC SAP, the AVR is computed in accordance with a prescribed formula and represents a provision for possible fluctuations in the value of bonds, equity securities, mortgage loans, and other invested assets. Changes to the AVR are charged or credited directly to unassigned surplus. This is not required under US GAAP. m. Under NAIC SAP, the Company reports an IMR which represents the net accumulated unamortized realized capital gains and losses attributable to changes in the general level of interest rates on sales of fixed income investments, principally bonds and mortgage loans. Such gains or losses are amortized into income on a straight-line basis over the remaining period to maturity based on groupings of individual securities sold in five-year bands. Realized gains and losses are reported net of tax and transfers to the IMR, below net gain from operations. Under US GAAP, pretax realized gains and losses are reported as a component of total revenues, with related taxes included in taxes from operations. o. Under NAIC SAP, revenues for universal life and annuity policies containing mortality or morbidity risk considerations consist of the entire premium received, and benefits incurred consist of the total of death benefits paid and the change in policy reserves. Payments received on contracts that do not incorporate any mortality or morbidity risk considerations (deposit-type contracts) are credited directly to an appropriate liability for deposit-type contract accounts without recognizing premium income. Interest credited to deposit-type contracts is recorded as an expense in the statements of operations when 20 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) earned. Payments that represent a return of policyholder balances are recorded as a direct reduction of the liability for deposit-type contracts, rather than a benefit expense. Under US GAAP, premiums received in excess of policy charges would not be recognized as premium revenue, and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values. p. Under NAIC SAP, joint ventures, partnerships and limited liability companies in which the Company has a minor ownership interest (i.e., less than 10%) or lacks control, were generally recorded based on the underlying audited US GAAP equity of the investee and undistributed income and capital gains are reported in surplus as unrealized gains or losses. Under US GAAP, joint ventures, partnerships and limited liability companies are carried at US GAAP equity or cost depending on the Company's ownership position and equity in earnings of partnerships carried at equity is recorded as investment income. 21 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A reconciliation of the Company's statutory net loss to GAAP net income for the years ended December 31, 2011 and 2010 is shown below.
2011 2010 $ in millions ------- ------- Net loss as reported on a statutory basis $(1,068) $ (155) Deferred acquisition costs and other deferred expenses -- (12) Reserves 19 24 Amortization of IMR 21 29 Realized gains and losses transferred to IMR, net of tax 29 15 Realized investment gains (losses) 1,043 (1) Investment income (loss) (25) 34 Derivatives 20 (241) Equity gain from limited partnerships 16 30 Gains of subsidiaries 40 242 Deferred income taxes (71) 483 Current income taxes (16) 45 Other -- 1 ------- ------- Total adjustments 1,076 649 ------- ------- Net income as reported on a GAAP basis $ 8 $ 494 ======= =======
A reconciliation of the Company's statutory capital and surplus to GAAP shareholder's equity at December 31, 2011 and 2010 is as follows:
2011 2010 $ in millions ------- ------- Capital and surplus as reported on a statutory basis $ 2,907 $ 3,801 Deferred acquisition costs and other deferred expenses 586 1,111 Reserves 18 (207) Separate Account CARVM adjustment (376) (375) IMR (81) (87) Realized losses transferred to IMR, net of tax (18) (103) Realized investment losses (136) (183) Derivatives (370) (109) Equity income from investments in subsidiaries 33 -- Deferred income taxes 229 5 Current income taxes (38) (60) Asset valuation reserve 510 492 Non-admitted assets 167 492 Unrealized gains (losses) on invested assets (16) 53 Other 2 3 ------- ------- Total adjustments 510 1,032 ------- ------- Shareholder's equity reported on a GAAP basis $ 3,417 $ 4,833 ======= =======
22 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS BONDS AND STOCKS The statement value, gross unrealized gains, gross unrealized losses and the estimated fair value of bonds and preferred stocks by major security type at December 31, 2011 are as follows:
GROSS GROSS STATEMENT UNREALIZED UNREALIZED ESTIMATED $ in millions VALUE GAINS LOSSES FAIR VALUE --------- ---------- ---------- ---------- U.S. governments $ 21 $ 3 $ -- $ 24 All other governments 14 -- -- 14 U.S. special revenue and special assessment obligation 852 26 (1) 877 Hybrid securities 182 2 (57) 127 Industrial & miscellaneous 5,225 195 (403) 5,017 Parent, subsidiaries and affiliates 100 1 (6) 95 ------- -------- ------- -------- Total Bonds 6,394 227 (467) 6,154 Preferred Stocks -- 1 -- 1 ------- -------- ------- -------- Total Bonds and Preferred Stocks $ 6,394 $ 228 $ (467) $ 6,155 ======= ======== ======= ========
The statement value, gross unrealized gains, gross unrealized losses and the estimated fair value of bonds and preferred stocks by major security type at December 31, 2010 are as follows:
GROSS GROSS STATEMENT UNREALIZED UNREALIZED ESTIMATED $ in millions VALUE GAINS LOSSES FAIR VALUE --------- ---------- ---------- ---------- U.S. governments $ 24 $ -- $ -- $ 24 All other governments 5 -- -- 5 U.S. special revenue and special assessment obligation 235 28 -- 263 Hybrid securities 234 4 (47) 191 Industrial & miscellaneous 4,688 193 (521) 4,360 Parent, subsidiaries and affiliates 133 6 (14) 125 ------- -------- ------- -------- Total Bonds 5,319 231 (582) 4,968 Preferred Stocks -- 1 -- 1 ------- -------- ------- -------- Total Bonds and Preferred Stocks $ 5,319 $ 232 $ (582) $ 4,969 ======= ======== ======= ========
At December 31, 2011 and 2010, bonds carried at amortized cost of $10.9 million and $13.9 million, respectively, were on deposit with regulatory authorities in accordance with statutory requirements. 23 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) The following items pertain to common stocks at December 31:
2011 2010 $ in millions -------- -------- Cost of affiliated common stocks $ 2,666 $ 4,675 Cost of unaffiliated common stocks 37 18 -------- -------- Total cost of common stocks $ 2,703 $ 4,693 ======== ========
The following tables summarize the Company's gross unrealized losses, including amounts on NAIC 6 and 6* bonds/preferred stocks, and estimated fair values on investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2011 and 2010:
$ in millions LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL GROSS GROSS GROSS ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED DECEMBER 31, 2011 FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES ----------------- ---------- ---------- ---------- ---------- ---------- ---------- U.S. governments $ -- -- -- -- -- -- All other governments 10 -- -- -- 10 -- U.S. special revenue and special assessment obligations 298 (1) -- -- 298 (1) Hybrid securities 8 (1) 82 (56) 90 (57) Industrial & miscellaneous 966 (49) 1,632 (419) 2,598 (468) Parents, subsidiaries and affiliates 65 (6) -- -- 65 (6) ------- ------ ------ ------ ------ ------ Total Bonds 1,347 (57) 1,714 (475) 3,061 (532) Preferred Stocks -- -- -- -- -- -- Total Bonds and Preferred Stocks Total $ 1,347 (57) 1,714 (475) 3,061 (532) ======= ====== ====== ====== ====== ======
As of December 31, 2011, the number of securities in an unrealized loss position was 398. Bonds comprised 394 of the total, of which 274 were in a continuous loss position greater than 12 months.
$ in millions LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL GROSS GROSS GROSS ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED DECEMBER 31, 2010 FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES ----------------- ---------- ---------- ---------- ---------- ---------- ---------- U.S. governments $ 10 -- -- -- 10 -- All other governments -- -- -- -- -- -- U.S. special revenue and special assessment obligations -- -- -- -- -- -- Hybrid securities -- -- 143 (47) 143 (47) Industrial & miscellaneous 259 (14) 2,178 (614) 2,437 (628) Parents, subsidiaries and affiliates 69 (12) 11 (2) 80 (14) ------- ------ ------ ------ ------ ------ Total Bonds 338 (26) 2,332 (663) 2,670 (689) Preferred Stocks -- -- -- -- -- -- ------- ------ ------ ------ ------ ------ Total Bonds and Preferred Stocks $ 338 (26) 2,332 (663) 2,670 (689) ======= ====== ====== ====== ====== ======
24 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) As of December 31, 2010, the number of securities in an unrealized loss position was 406. Bonds comprised 399 of the total, of which 352 were in a continuous loss position greater than 12 months. At December 31, 2011, the statement value and estimated fair value of bonds by expected maturity are shown below. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or repay obligations with or without call or prepayment penalties.
STATEMENT ESTIMATED $ in millions VALUE FAIR VALUE --------- ---------- Due in one year or less $ 121 $ 121 Due after one year through five years 1,391 1,385 Due after five years through ten years 618 653 Due after ten years 257 295 LBaSS 4,007 3,700 -------- -------- Total $ 6,394 $ 6,154 ======== ========
Bonds in or near default as to payment of principal or interest had carrying values of $17.7 million and $55.5 million at December 31, 2011 and 2010, respectively, which are the NAIC market values. At December 31, 2011, the bond portfolio included $744.5 million of bonds (estimated fair value, $651.2 million) that were not rated investment-grade by the NAIC guidelines (categories 3-6). These bonds accounted for 5.4% of the Company's total assets and 5.5% of its invested assets. The Company's non-investment-grade portfolio, excluding structured securities, totaled $178.5 million and consisted of 53 issuers, with one issuer representing 14% and two issuers representing 11% of the total non-investment-grade portfolio, excluding structured securities. These non-investment-grade securities are comprised of bonds spanning 10 industries, with 24% of these assets concentrated in consumer non-cyclical, 23% in consumer cyclical, 16% in utilities and 15% in communications. No other industry concentration constituted more than 10% of these assets. 25 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) At December 31, 2011, the Company's investment portfolio contained the following investments that individually exceeded 10% of the Company's total capital and surplus:
STATEMENT VALUE AS A 2011 % OF $ in millions STATEMENT CAPITAL AND INVESTMENTS VALUE SURPLUS ----------- --------- ----------- Common stocks (affiliated): SAAL $ 814 28% SAII $ 1,167 40% Other Invested Assets (affiliated): SAAH LLC $ 580 20%
Individually, these investments did not exceed 10% of the Company's admitted assets. At December 31, 2010, the Company's investment portfolio contained the following investments that individually exceeded 10% of the Company's total capital and surplus:
STATEMENT VALUE AS A 2010 % OF $ in millions STATEMENT CAPITAL AND INVESTMENTS VALUE SURPLUS ----------- --------- ----------- Common stocks (affiliated): SAAL $ 834 22% SAII $ 1,393 37% FSA $ 746 20% Other Invested Assets (affiliated): SAAH LLC $ 646 17%
Individually, these investments did not exceed 10% of the Company's admitted assets. LBaSS The Company determines fair value based on the amount at which a security could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The majority of the Company's ABS, RMBS, CMBS, and collateralized debt obligations ("CDOs") are priced by approved commercial pricing vendors and broker-dealer quotations. A small portion of the LBaSS that are not traded in active markets are priced by market standard internal valuation methodologies, which include discounted cash flow methodologies and matrix pricing. The estimated fair values are based on available market information and management's judgments. 26 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) The fair value and statement value of the Company's LBaSS as of December 31, 2011 and 2010 were as follows:
2011 2011 $ in millions FAIR VALUE STATEMENT VALUE ---------- --------------- LBaSS $ 3,700 $ 4,007
2010 2010 $ in millions FAIR VALUE STATEMENT VALUE ---------- --------------- LBaSS $ 2,718 $ 3,101
Prepayment assumptions for single class, multi-class mortgage-backed and asset-backed securities were obtained from independent third party services or internal estimates. These assumptions are consistent with the current interest rate and economic environment. At December 31, 2011 and 2010, the Company had exposure to a variety of LBaSS including - but not limited to - RMBS, CMBS and CDOs. These securities could have significant concentrations of credit risk by country, geography, property type, servicer or other characteristics. As part of its quarterly surveillance process, the Company takes into account many of these characteristics in making its assessment of OTTI. At December 31, 2011 and 2010, the Company did not have any impaired (fair value less than carrying value) LBaSS for which an OTTI should be recognized due to the intent to sell or an inability or lack of intent to retain the security for a period of time sufficient to recover the amortized cost basis. At December 31, 2011, the Company held the following LBaSS for which it had recognized non-interest related OTTI:
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED RECOGNIZED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- ---------- -------------- ------------- --------- 04541GQZ8 $ 1,703,569 $ 1,143,882 $ 559,687 $ 1,143,882 $ 194,602 4Q 2009 04541GRA2 147,056 120,781 26,275 120,781 236,639 4Q 2009 05948KHY8 360,877 300,419 60,458 300,419 158,803 4Q 2009 05948KHZ5 151,079 38,425 112,654 38,425 113,000 4Q 2009 05951EAC1 7,134,625 7,120,754 13,871 7,120,754 5,701,493 4Q 2009 059522BA9 95,667,624 93,649,846 2,017,778 93,649,846 62,034,766 4Q 2009 059522BG6 17,030,143 16,970,733 59,409 16,970,733 11,981,753 4Q 2009 07383UGB5 19,520,710 18,865,323 655,387 18,865,323 12,241,906 4Q 2009 07383UGC3 248,925 102,083 146,842 102,083 514 4Q 2009 07383UGD1 18,506 12,727 5,779 12,727 139 4Q 2009 07387UFE6 44,770,703 40,713,799 4,056,904 40,713,799 32,300,316 4Q 2009 1248M5AJ7 470,512 350,399 120,113 350,399 105,000 4Q 2009 12498FAC4 4,076,052 3,248,364 827,688 3,248,364 720,000 4Q 2009
27 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 126673W65 $ 2,653,618 $ 2,342,587 $ 311,031 $ 2,342,587 $ 302,174 4Q 2009 12667FHZ1 3,711,775 3,442,092 269,683 3,442,092 1,273,403 4Q 2009 12669FTC7 3,135,558 2,879,056 256,502 2,879,056 2,254,487 4Q 2009 12669FTD5 299,294 92,840 206,454 92,840 314,630 4Q 2009 161546HK5 943,594 919,643 23,951 919,643 92,981 4Q 2009 17180HAA6 7,095,713 6,633,825 461,888 6,633,825 1,250,000 4Q 2009 17180HAD0 10,093,568 4,837,133 5,256,435 4,837,133 875,000 4Q 2009 25150VAC0 95,034,369 85,254,853 9,779,516 85,254,853 45,029,990 4Q 2009 25151UAD9 29,821,874 29,609,622 212,252 29,609,622 20,051,660 4Q 2009 25151YAB5 72,600,475 70,790,166 1,810,309 70,790,166 60,063,067 4Q 2009 26440VAB0 391,465 356,200 35,265 356,200 356,000 4Q 2009 31359UPX7 1,815,552 1,752,002 63,550 1,752,002 1,211,558 4Q 2009 32051GHQ1 134,839 107,840 26,999 107,840 93,623 4Q 2009 32051GLV5 3,080,560 1,690,277 1,390,283 1,690,277 408,516 4Q 2009 32055GAE1 3,293,928 3,242,970 50,958 3,242,970 2,815,848 4Q 2009 36185MDS8 6,532,914 6,410,291 122,623 6,410,291 5,284,754 4Q 2009 36242DA60 11,313,046 10,299,195 1,013,851 10,299,195 5,054,772 4Q 2009 39538WAJ7 7,499,609 6,286,029 1,213,580 6,286,029 116,479 4Q 2009 43037QAC3 9,861,743 9,772,910 88,833 9,772,910 6,000,000 4Q 2009 45254NKB2 1,654,061 1,633,261 20,800 1,633,261 502,521 4Q 2009 45254NKC0 1,034,983 465,989 568,994 465,989 345,187 4Q 2009 45662FAD2 32,742,897 32,108,261 634,635 32,108,261 24,232,657 4Q 2009 542514KC7 4,038,752 3,587,855 450,897 3,587,855 603,789 4Q 2009 57643LNV4 11,713,997 10,741,639 972,358 10,741,639 4,353,760 4Q 2009 61744CNW2 33,741 28,012 5,729 28,012 88,110 4Q 2009 61744CNX0 20,724 17,330 3,394 17,330 55,144 4Q 2009 65535VJU3 1,437,659 1,391,143 46,516 1,391,143 343,134 4Q 2009 65535VJV1 65,233 23,172 42,061 23,172 42,260 4Q 2009 67571MAC3 20,145,538 19,896,219 249,319 19,896,219 13,202,700 4Q 2009 67606FAA1 13,705,353 776,000 12,929,353 776,000 776,000 4Q 2009 691215BB2 10,212,677 10,188,436 24,241 10,188,436 1,325,931 4Q 2009 691215BC0 1,718,195 1,596,733 121,462 1,596,733 323,529 4Q 2009 74951PDS4 23,529,376 22,259,245 1,270,131 22,259,245 6,300,212 4Q 2009 76111XGJ6 866,824 573,300 293,524 573,300 593,495 4Q 2009 785778DU2 4,690,747 4,657,059 33,688 4,657,059 1,823,556 4Q 2009 80384AAA3 1,129,908 1,008,470 121,437 1,008,470 68,324 4Q 2009 805564PQ8 986,110 919,866 66,244 919,866 197,570 4Q 2009 83611MGW2 10,000,594 9,958,810 41,784 9,958,810 324,551 4Q 2009 83611MGX0 6,257,303 5,053,104 1,204,199 5,053,104 163,683 4Q 2009 83611MGY8 4,959,404 3,151,164 1,808,240 3,151,164 138,339 4Q 2009 863579L63 15,840,164 15,749,443 90,720 15,749,443 9,754,138 4Q 2009 863579LH9 4,775,259 3,588,264 1,186,995 3,588,264 782,920 4Q 2009 863579LM8 148,916 126,427 22,489 126,427 126,427 4Q 2009 863579PA0 1,203,816 801,090 402,726 801,090 58,207 4Q 2009 881561RR7 19,500,000 18,345,756 1,154,244 18,345,756 1,025,308 4Q 2009 92922F3S5 755,106 398,953 356,152 398,953 519,421 4Q 2009 93936LAA5 26,997,975 19,340,867 7,657,109 19,340,867 19,784,245 4Q 2009
28 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 94981QAZ1 $ 5,940,248 $ 5,590,665 $ 349,582 $ 5,590,665 $ 1,482,690 4Q 2009 ------------ ------------ ----------- ------------ ------------ Total $686,719,435 $623,333,599 $63,385,831 $623,333,599 $367,975,681 ------------ ------------ ----------- ------------ ------------ 000759BW9 $ 1,070,997 $ 919,373 $ 151,624 $ 919,373 $ 689,350 1Q 2010 03072SQ65 6,000,369 3,300,852 2,699,517 3,300,852 283,165 1Q 2010 04541GQY1 10,982,597 9,854,698 1,127,900 9,854,698 4,208,152 1Q 2010 04541GQZ8 1,198,490 735,642 462,848 735,642 569,896 1Q 2010 05948KHY8 291,555 256,029 35,526 256,029 158,533 1Q 2010 05949ACH1 999,788 625,144 374,644 625,144 451,263 1Q 2010 05951EAC1 6,976,186 6,901,046 75,140 6,901,046 5,537,807 1Q 2010 07384YPC4 14,645,334 13,749,932 895,402 13,749,932 9,233,689 1Q 2010 073879BB3 4,118,198 3,472,801 645,396 3,472,801 1,081,665 1Q 2010 1248M5AJ7 350,399 216,923 133,476 216,923 87,500 1Q 2010 12497PAD1 32,276 -- 32,276 -- 265,143 1Q 2010 12498FAC4 3,329,028 2,093,952 1,235,076 2,093,952 540,000 1Q 2010 12629RAE6 5,766,551 5,542,926 223,625 5,542,926 3,540,000 1Q 2010 126671V37 135,649 117,240 18,409 117,240 20,674 1Q 2010 126673W65 2,346,265 1,665,708 680,558 1,665,708 570,039 1Q 2010 12669ELU8 827,383 419,528 407,855 419,528 577,383 1Q 2010 12669FTC7 2,866,232 2,839,482 26,750 2,839,482 2,266,947 1Q 2010 15132EGX0 449,331 362,437 86,894 362,437 364,272 1Q 2010 161546HK5 925,666 751,196 174,469 751,196 89,708 1Q 2010 26440VAB0 357,025 27,805 329,220 27,805 -- 1Q 2010 26440VAC8 159,096 26,896 132,200 26,896 -- 1Q 2010 31359UPW9 4,265,543 4,034,694 230,850 4,034,694 3,531,931 1Q 2010 31359UPX7 1,713,460 1,188,727 524,733 1,188,727 1,191,011 1Q 2010 32051GHP3 4,368,811 3,229,365 1,139,446 3,229,365 708,052 1Q 2010 32051GHQ1 211,069 96,225 114,844 96,225 73,042 1Q 2010 32051GLV5 2,386,851 1,429,747 957,104 1,429,747 528,252 1Q 2010 33736EAE1 2,499,976 2,413,973 86,003 2,413,973 1,519,500 1Q 2010 36242DA60 13,704,000 8,718,015 4,985,985 8,718,015 5,128,974 1Q 2010 39538WAH1 11,687,135 10,500,369 1,186,766 10,500,369 576,654 1Q 2010 39538WAJ7 6,572,912 3,475,664 3,097,248 3,475,664 159,635 1Q 2010 39539FAC8 65,226,898 61,504,980 3,721,918 61,504,980 35,556,920 1Q 2010 396782CZ5 109,552 108,188 1,364 108,188 75,051 1Q 2010 437084AW6 4,363,001 4,123,075 239,926 4,123,075 2,004,168 1Q 2010 45578WAE6 12,221,873 11,476,033 745,840 11,476,033 11,009,680 1Q 2010 542514KC7 3,645,436 3,048,370 597,066 3,048,370 607,726 1Q 2010 65535VJU3 1,393,151 1,248,873 144,278 1,248,873 231,359 1Q 2010 65535VJV1 23,172 21,905 1,267 21,905 6,562 1Q 2010 675748AE7 9,906,302 6,791,129 3,115,173 6,791,129 6,224,920 1Q 2010 675748AF4 13,832,362 5,717,474 8,114,889 5,717,474 5,283,216 1Q 2010 691215BC0 1,613,257 412,768 1,200,489 412,768 312,864 1Q 2010 74951PDS4 22,167,828 11,606,988 10,560,840 11,606,988 5,501,474 1Q 2010 76110HBE8 2,289,541 1,926,955 362,586 1,926,955 1,643,861 1Q 2010 76110HCH0 2,016,228 1,792,686 223,541 1,792,686 1,766,844 1Q 2010 76111XGJ6 564,640 207,137 357,503 207,137 524,879 1Q 2010
29 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 785778DU2 $ 4,452,052 $ 3,687,819 $ 764,233 $ 3,687,819 $ 1,631,518 1Q 2010 80384AAA3 1,000,503 752,711 247,792 752,711 166,636 1Q 2010 805564PQ8 933,539 552,326 381,213 552,326 273,345 1Q 2010 83611MGW2 9,959,415 9,859,600 99,815 9,859,600 483,583 1Q 2010 83611MGX0 5,089,227 2,897,672 2,191,555 2,897,672 270,595 1Q 2010 83611MGY8 3,208,221 1,657,737 1,550,484 1,657,737 372,465 1Q 2010 863579LH9 3,599,600 837,210 2,762,390 837,210 954,329 1Q 2010 863579PA0 699,563 197,353 502,209 197,353 49,734 1Q 2010 881561RR7 19,500,000 14,071,727 5,428,274 14,071,727 955,837 1Q 2010 88157JAA2 36,804,032 36,369,187 434,845 36,369,187 34,890,411 1Q 2010 92922F3S5 398,939 246,966 151,973 246,966 485,859 1Q 2010 94974SAH6 703,181 667,919 35,262 667,919 381,328 1Q 2010 94986DAA0 1,806,522 1,768,536 37,986 1,768,536 1,647,742 1Q 2010 963293AE5 6,639,400 660,375 5,979,026 660,375 1,527,062 1Q 2010 ------------ ------------ ----------- ------------ ------------ Total $345,405,607 $273,180,088 $72,225,521 $273,180,088 $158,792,205 ------------ ------------ ----------- ------------ ------------ 04541GQY1 $ 9,922,631 $ 8,951,922 $ 970,708 $ 8,951,922 $ 4,297,784 2Q 2010 04541GQZ8 738,278 577,014 161,264 577,014 546,855 2Q 2010 05949ACG3 1,851,915 1,728,026 123,889 1,728,026 1,047,252 2Q 2010 05949ACH1 610,539 181,330 429,208 181,330 493,990 2Q 2010 05949AFN5 1,165,886 996,123 169,764 996,123 760,090 2Q 2010 07384YPC4 13,802,554 13,695,059 107,495 13,695,059 9,511,046 2Q 2010 073879BB3 3,533,599 3,201,147 332,452 3,201,147 1,111,721 2Q 2010 1248M5AJ7 216,923 -- 216,923 -- 700 2Q 2010 12498FAC4 2,096,303 1,617,024 479,279 1,617,024 480,000 2Q 2010 12513EAS3 2,953,755 1,852,584 1,101,171 1,852,584 725,740 2Q 2010 126671V37 120,818 120,446 371 120,446 21,743 2Q 2010 12669ELU8 408,229 212,064 196,166 212,064 600,213 2Q 2010 15132EGW2 913,586 874,460 39,126 874,460 774,254 2Q 2010 15132EGX0 356,792 82,900 273,892 82,900 366,560 2Q 2010 17180HAA6 6,863,935 6,311,813 552,122 6,311,813 1,250,000 2Q 2010 25150VAC0 74,029,577 72,884,618 1,144,960 72,884,618 39,032,225 2Q 2010 26440VAB0 27,805 -- 27,805 -- -- 2Q 2010 26440VAC8 26,896 -- 26,896 -- -- 2Q 2010 31359UPW9 3,954,423 3,906,807 47,617 3,906,807 4,050,625 2Q 2010 31359UPX7 1,175,267 1,074,733 100,534 1,074,733 1,194,010 2Q 2010 32051GHP3 3,251,936 2,268,409 983,528 2,268,409 765,710 2Q 2010 32051GHQ1 96,147 74,911 21,236 74,911 62,938 2Q 2010 32051GLV5 1,016,434 622,329 394,105 622,329 398,418 2Q 2010 33736EAE1 2,418,532 2,368,750 49,782 2,368,750 1,522,250 2Q 2010 36185MDS8 6,082,625 6,048,075 34,550 6,048,075 5,413,763 2Q 2010 39538WAH1 10,627,351 3,727,067 6,900,284 3,727,067 615,908 2Q 2010 39538WAJ7 3,509,164 118,501 3,390,663 118,501 160,273 2Q 2010 396782CY8 81,222 72,308 8,914 72,308 74,654 2Q 2010 396782CZ5 94,906 52,927 41,979 52,927 86,630 2Q 2010 437084AW6 3,748,481 3,689,615 58,866 3,689,615 2,026,762 2Q 2010 45578WAE6 7,789,758 7,378,351 411,407 7,378,351 7,399,992 2Q 2010
30 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 57643LNV4 $ 10,807,586 $ 10,392,619 $ 414,967 $ 10,392,619 $ 4,779,608 2Q 2010 675748AE7 7,032,196 6,212,348 819,848 6,212,348 5,298,148 2Q 2010 675748AF4 5,691,534 4,501,428 1,190,106 4,501,428 3,550,938 2Q 2010 74951PDS4 11,263,509 4,295,020 6,968,489 4,295,020 4,976,938 2Q 2010 76110HBE8 1,862,844 1,775,055 87,789 1,775,055 1,630,341 2Q 2010 76110HCH0 1,713,196 1,665,920 47,275 1,665,920 1,706,218 2Q 2010 785778DU2 3,564,222 2,180,088 1,384,134 2,180,088 1,547,619 2Q 2010 80384AAA3 749,908 557,921 191,987 557,921 98,367 2Q 2010 863579LM8 126,015 124,596 1,419 124,596 184,644 2Q 2010 88157JAA2 33,563,102 33,423,656 139,446 33,423,656 32,731,866 2Q 2010 92922F3S5 248,667 172,914 75,753 172,914 431,901 2Q 2010 92990GAA1 4,708,989 4,664,910 44,080 4,664,910 4,220,238 2Q 2010 94974SAH6 648,833 635,134 13,698 635,134 381,423 2Q 2010 94979TAG1 1,627,005 1,626,165 841 1,626,165 761,556 2Q 2010 ------------ ------------ ----------- ------------ ------------ Total $247,093,873 $216,917,087 $30,176,788 $216,917,087 $147,091,911 ------------ ------------ ----------- ------------ ------------ 000759BW9 $ 885,416 $ 836,767 $ 48,649 $ 836,767 $ 684,304 3Q 2010 03072SQ57 9,437,992 4,501,275 4,936,718 4,501,275 505,215 3Q 2010 03072SQ65 3,344,765 1,996,170 1,348,595 1,996,170 195,708 3Q 2010 04541GQY1 9,048,756 8,721,674 327,082 8,721,674 4,515,645 3Q 2010 05949ACH1 177,989 164,734 13,255 164,734 485,927 3Q 2010 05951EAC1 6,492,667 6,105,761 386,906 6,105,761 5,257,541 3Q 2010 059522BA9 86,326,335 83,829,494 2,496,841 83,829,494 70,825,867 3Q 2010 059522BC5 26,425,721 25,346,773 1,078,948 25,346,773 24,729,970 3Q 2010 059522BG6 15,751,949 13,899,703 1,852,247 13,899,703 12,762,035 3Q 2010 07383UGB5 17,553,312 12,944,479 4,608,833 12,944,479 12,744,571 3Q 2010 07384YPC4 13,776,585 12,790,057 986,528 12,790,057 10,306,536 3Q 2010 073879BB3 3,254,898 3,227,836 27,062 3,227,836 1,134,008 3Q 2010 12498FAC4 1,625,010 1,154,760 470,250 1,154,760 600,000 3Q 2010 12629RAE6 5,553,656 5,357,928 195,728 5,357,928 3,780,000 3Q 2010 12667FHZ1 3,306,128 3,231,928 74,201 3,231,928 1,334,336 3Q 2010 12667G5S8 15,430,658 14,652,686 777,972 14,652,686 11,813,441 3Q 2010 12669E2X3 1,847,159 1,818,225 28,933 1,818,225 1,073,592 3Q 2010 12669FBW2 12,334,838 11,631,942 702,896 11,631,942 6,295,423 3Q 2010 12669FTC7 2,818,365 2,608,066 210,299 2,608,066 2,483,683 3Q 2010 17180HAA6 6,342,794 2,431,988 3,910,806 2,431,988 1,250,000 3Q 2010 25150VAC0 67,535,426 60,134,891 7,400,535 60,134,891 47,453,234 3Q 2010 25151UAD9 26,939,923 25,277,591 1,662,332 25,277,591 19,572,715 3Q 2010 25151YAB5 72,722,548 72,667,838 54,710 72,667,838 71,074,749 3Q 2010 31359UPW9 3,800,126 3,709,965 90,161 3,709,965 4,010,813 3Q 2010 31359UPX7 1,053,690 984,384 69,306 984,384 1,175,514 3Q 2010 32051GHQ1 74,851 66,798 8,053 66,798 50,115 3Q 2010 32051GLV5 625,017 461,169 163,848 461,169 324,711 3Q 2010 32055GAE1 2,914,685 2,693,875 220,810 2,693,875 2,845,011 3Q 2010 33736EAE1 2,385,913 2,282,678 103,236 2,282,678 1,864,250 3Q 2010 33736TAD0 2,022,036 1,976,528 45,508 1,976,528 1,344,600 3Q 2010 36185MDS8 5,906,624 5,806,098 100,525 5,806,098 5,443,164 3Q 2010
31 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 39538WAJ7 $ 118,501 $ 83,400 $ 35,101 $ 83,400 $ 106,000 3Q 2010 39539FAC8 62,618,725 61,781,230 837,495 61,781,230 57,284,475 3Q 2010 396782CY8 71,729 68,501 3,228 68,501 73,307 3Q 2010 43037QAC3 9,977,861 9,969,750 8,111 9,969,750 6,900,000 3Q 2010 437084AW6 2,960,399 2,749,617 210,782 2,749,617 2,036,318 3Q 2010 45578WAE6 7,521,065 7,336,942 184,123 7,336,942 7,540,626 3Q 2010 45662FAD2 27,523,839 27,128,221 395,618 27,128,221 25,126,953 3Q 2010 48600RAC7 8,774,874 8,316,360 458,514 8,316,360 6,900,000 3Q 2010 57643LNV4 10,384,787 9,561,044 823,743 9,561,044 4,957,848 3Q 2010 59020UFA8 2,190,082 2,049,483 140,599 2,049,483 756,141 3Q 2010 65535VJU3 1,268,461 1,214,055 54,406 1,214,055 216,899 3Q 2010 66858XAJ0 1,728,298 1,525,720 202,578 1,525,720 1,172,000 3Q 2010 675748AE7 6,234,785 5,639,307 595,478 5,639,307 5,023,765 3Q 2010 675748AF4 4,541,302 3,499,805 1,041,497 3,499,805 2,690,605 3Q 2010 691215BB2 10,279,520 10,242,366 37,154 10,242,366 1,733,602 3Q 2010 74951PDS4 4,224,323 2,667,472 1,556,851 2,667,472 2,667,472 3Q 2010 7609853F6 2,427,392 2,228,372 199,020 2,228,372 583,699 3Q 2010 76110HBE8 1,731,055 1,447,705 283,350 1,447,705 1,620,555 3Q 2010 78386NDF3 1,940,113 1,419,588 520,525 1,419,588 1,507,018 3Q 2010 805564PQ8 563,109 481,461 81,649 481,461 244,358 3Q 2010 83611MGW2 9,966,145 6,443,490 3,522,655 6,443,490 666,690 3Q 2010 83611MGX0 2,981,423 1,461,528 1,519,895 1,461,528 333,528 3Q 2010 83611MGY8 1,638,778 346,895 1,291,883 346,895 280,421 3Q 2010 863579L63 15,277,138 14,036,184 1,240,954 14,036,184 12,287,457 3Q 2010 863579PA0 133,612 104,509 29,103 104,509 34,929 3Q 2010 86358RZB6 1,698,027 1,087,817 610,210 1,087,817 1,002,258 3Q 2010 86359AET6 7,589,977 7,224,073 365,903 7,224,073 6,464,418 3Q 2010 881561RR7 14,535,177 11,280,594 3,254,583 11,280,594 1,025,232 3Q 2010 88156PAY7 40,449,693 39,265,226 1,184,467 39,265,226 29,078,977 3Q 2010 88157JAA2 30,827,482 28,683,469 2,144,013 28,683,469 28,683,469 3Q 2010 92990GAA1 4,531,884 4,242,061 289,822 4,242,061 4,137,068 3Q 2010 94979TAG1 1,547,449 1,503,993 43,456 1,503,993 744,455 3Q 2010 94981QAZ1 5,596,162 5,240,541 355,621 5,240,541 1,339,326 3Q 2010 94986DAA0 1,633,839 1,597,602 36,237 1,597,602 1,597,602 3Q 2010 ------------ ------------ ----------- ------------ ------------ Total $733,202,838 $675,242,442 $57,960,397 $675,242,442 $544,754,149 ------------ ------------ ----------- ------------ ------------ 03072SQ40 $ 10,050,165 $ 306,990 $ 9,743,175 $ 306,990 $ 1,183,810 4Q 2010 03072SQ57 4,528,577 206,000 4,322,576 206,000 597,113 4Q 2010 03072SQ65 2,004,140 117,696 1,886,444 117,696 211,380 4Q 2010 04541GQY1 8,832,914 8,510,457 322,457 8,510,457 4,900,454 4Q 2010 05948KHY8 230,482 200,860 29,622 200,860 151,049 4Q 2010 05949ACG3 1,591,509 1,335,534 255,975 1,335,534 972,614 4Q 2010 059522BA9 81,758,444 79,183,191 2,575,253 79,183,191 66,806,607 4Q 2010 059522BC5 23,737,637 23,603,605 134,033 23,603,605 22,313,949 4Q 2010 07383UGB5 12,648,441 11,567,281 1,081,160 11,567,281 11,567,281 4Q 2010 07383UGC3 131,451 60,393 71,058 60,393 465 4Q 2010 07384YPC4 12,914,073 12,628,616 285,457 12,628,616 10,498,365 4Q 2010
32 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 073914C43 $ 132,766 $ 118,442 $ 14,324 $ 118,442 $ 93,390 4Q 2010 126673W65 1,683,694 408,537 1,275,156 408,537 734,646 4Q 2010 12667FHZ1 3,143,169 2,705,486 437,682 2,705,486 1,290,555 4Q 2010 12667G5S8 14,041,619 13,592,352 449,267 13,592,352 11,404,128 4Q 2010 12669FBW2 11,625,438 11,420,426 205,012 11,420,426 6,373,228 4Q 2010 161546HE9 6,638,901 6,266,705 372,196 6,266,705 3,467,526 4Q 2010 25150VAC0 57,490,894 49,008,202 8,482,692 49,008,202 46,530,583 4Q 2010 25151UAD9 24,659,999 22,774,712 1,885,287 22,774,712 19,622,597 4Q 2010 25151YAB5 73,562,288 72,789,643 772,645 72,789,643 73,534,315 4Q 2010 32051GHP3 2,283,931 357,182 1,926,749 357,182 713,861 4Q 2010 32051GLV5 460,081 272,477 187,605 272,477 330,222 4Q 2010 33736EAE1 2,304,668 2,290,750 13,918 2,290,750 2,024,000 4Q 2010 39538WAH1 3,863,363 209,315 3,654,048 209,315 459,401 4Q 2010 437084AW6 2,199,715 2,137,551 62,164 2,137,551 1,722,961 4Q 2010 45578WAE6 7,289,981 7,206,386 83,595 7,206,386 7,463,339 4Q 2010 45662FAD2 24,711,314 24,701,987 9,328 24,701,987 22,729,368 4Q 2010 48600RAC7 8,431,877 8,390,580 41,297 8,390,580 7,900,000 4Q 2010 57643LNV4 9,604,764 9,214,985 389,779 9,214,985 5,624,879 4Q 2010 59020UFA8 2,034,380 1,971,516 62,864 1,971,516 757,838 4Q 2010 65535VJU3 1,230,027 1,195,251 34,776 1,195,251 578,397 4Q 2010 675748AE7 5,579,748 4,617,886 961,862 4,617,886 4,980,072 4Q 2010 675748AF4 3,496,819 2,573,449 923,371 2,573,449 2,686,093 4Q 2010 74951PDS4 2,623,404 2,543,446 79,958 2,543,446 2,543,446 4Q 2010 7609853F6 2,221,669 489,709 1,731,960 489,709 576,275 4Q 2010 76110HBE8 1,398,663 1,079,063 319,600 1,079,063 1,546,438 4Q 2010 76110HCH0 1,493,235 1,491,258 1,977 1,491,258 1,510,586 4Q 2010 76110WMW3 13,712,458 12,877,252 835,205 12,877,252 8,190,896 4Q 2010 80384AAA3 563,626 396,671 166,955 396,671 504,886 4Q 2010 83611MDJ4 3,338,399 2,798,340 540,059 2,798,340 1,018,390 4Q 2010 83611MGV4 13,141,663 1,180,075 11,961,588 1,180,075 1,180,075 4Q 2010 83611MGW2 6,470,989 286,780 6,184,209 286,780 825,160 4Q 2010 83611MGX0 1,234,279 168,480 1,065,799 168,480 371,312 4Q 2010 83611MGY8 335,100 201,253 133,847 201,253 288,956 4Q 2010 863579L63 13,361,082 13,144,235 216,847 13,144,235 11,360,594 4Q 2010 863579LM8 124,128 118,996 5,132 118,996 152,308 4Q 2010 88156PAY7 38,293,211 37,864,416 428,796 37,864,416 27,856,291 4Q 2010 88157JAA2 26,648,369 26,286,463 361,905 26,286,463 26,599,544 4Q 2010 92922F3S5 174,474 146,512 27,962 146,512 226,880 4Q 2010 92990GAA1 4,139,836 4,094,286 45,550 4,094,286 4,146,738 4Q 2010 94979TAG1 1,475,464 1,368,141 107,323 1,368,141 730,507 4Q 2010 94981QAZ1 5,249,121 4,933,652 315,469 4,933,652 1,311,930 4Q 2010 ------------ ------------ ----------- ------------ ------------ Total $560,896,439 $493,413,471 $67,482,968 $493,413,471 $431,165,698 ------------ ------------ ----------- ------------ ------------ 161546HE9 $ 6,273,655 $ 5,887,509 $ 386,145 $ 5,887,509 $ 3,539,904 1Q 2011 05948XSC6 2,540,169 2,534,468 5,701 2,534,468 2,237,636 1Q 2011 05948XSD4 1,455,576 1,447,682 7,894 1,447,682 1,223,782 1Q 2011 05949AFM7 1,747,348 1,718,532 28,817 1,718,532 1,364,491 1Q 2011
33 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 126673W65 $ 405,402 $ 202,391 $ 203,010 $ 202,391 $ 809,800 1Q 2011 12667FHZ1 2,653,417 2,330,884 322,533 2,330,884 2,059,763 1Q 2011 45578WAE6 7,399,500 6,823,692 575,808 6,823,692 7,579,051 1Q 2011 65535VJU3 1,211,799 1,210,946 853 1,210,946 578,397 1Q 2011 7609853F6 459,532 201,659 257,872 201,659 577,952 1Q 2011 80384AAA3 387,085 286,600 100,484 286,600 583,861 1Q 2011 83611MDJ4 2,841,747 1,932,650 909,097 1,932,650 1,040,240 1Q 2011 83611MGV4 1,156,094 1,123,766 32,328 1,123,766 1,123,766 1Q 2011 88157JAA2 25,394,317 25,237,323 156,994 25,237,323 25,629,781 1Q 2011 12667G5S8 13,384,595 12,961,070 423,525 12,961,070 12,059,102 1Q 2011 57643LNV4 9,188,995 8,859,262 329,733 8,859,262 5,498,350 1Q 2011 76110WMW3 12,853,533 12,347,897 505,636 12,347,897 8,212,555 1Q 2011 03072SK20 13,327,089 5,475,761 7,851,328 5,475,761 4,172,385 1Q 2011 03072SPL3 1,186,726 781,068 405,657 781,068 416,218 1Q 2011 04541GTP7 5,024,215 2,551,805 2,472,410 2,551,805 1,462,170 1Q 2011 07384YPN0 3,719,714 3,703,259 16,455 3,703,259 3,477,078 1Q 2011 073879BB3 3,328,064 2,409,796 918,268 2,409,796 1,303,523 1Q 2011 12513EAS3 1,890,237 1,563,923 326,314 1,563,923 1,771,441 1Q 2011 12629RAE6 5,439,969 5,360,250 79,719 5,360,250 5,409,000 1Q 2011 126342GE8 204,491 181,783 22,708 181,783 95,544 1Q 2011 15132EGW2 732,330 613,857 118,473 613,857 647,654 1Q 2011 152314JZ4 1,263,826 1,012,476 251,349 1,012,476 263,490 1Q 2011 161546HK5 801,851 543,117 258,734 543,117 194,216 1Q 2011 17180HAA6 2,579,479 2,182,750 396,729 2,182,750 375,000 1Q 2011 225458JE9 2,022,926 1,996,202 26,724 1,996,202 269,006 1Q 2011 36242DA60 9,292,093 7,745,160 1,546,933 7,745,160 6,060,435 1Q 2011 43037QAC3 9,988,877 9,861,420 127,457 9,861,420 6,900,000 1Q 2011 45254NKA4 1,089,087 903,116 185,971 903,116 454,512 1Q 2011 45254NKB2 1,429,549 1,231,464 198,085 1,231,464 662,422 1Q 2011 542514KC7 3,253,324 2,167,855 1,085,469 2,167,855 1,811,265 1Q 2011 68383NCT8 43,021,604 39,507,084 3,514,520 39,507,084 13,025,196 1Q 2011 68389FHU1 5,034,230 2,138,435 2,895,795 2,138,435 2,557,715 1Q 2011 691215BB2 10,402,357 9,773,114 629,243 9,773,114 2,517,980 1Q 2011 7609853E9 5,329,646 1,963,518 3,366,128 1,963,518 2,127,175 1Q 2011 76110HJK6 11,691,770 11,142,453 549,317 11,142,453 8,628,391 1Q 2011 805564PQ8 439,261 387,812 51,449 387,812 238,545 1Q 2011 863579LH9 868,017 835,876 32,142 835,876 1,007,531 1Q 2011 86359DLM7 19,329,660 18,435,523 894,137 18,435,523 5,065,587 1Q 2011 881561RR7 11,725,731 11,107,317 618,414 11,107,317 1,158,281 1Q 2011 94974SAH6 580,337 570,984 9,353 570,984 332,654 1Q 2011 ------------ ------------ ----------- ------------ ------------ Total $264,349,224 $231,253,509 $33,095,711 $231,253,509 $146,522,845 ------------ ------------ ----------- ------------ ------------ 073914C43 $ 115,074 $ 106,973 $ 8,101 $ 106,973 $ 83,381 2Q 2011 939335P41 2,080,221 1,887,593 192,628 1,887,593 1,791,543 2Q 2011 00764MCG0 1,864,225 1,839,384 24,842 1,839,384 861,177 2Q 2011 03072SK20 5,492,881 4,812,188 680,693 4,812,188 3,716,837 2Q 2011 03072SPL3 778,951 612,794 166,156 612,794 438,104 2Q 2011
34 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 04541GQY1 $ 8,766,083 $ 8,505,186 $ 260,897 $ 8,505,186 $ 4,649,438 2Q 2011 049629AD0 22,009,105 21,312,542 696,563 21,312,542 18,748,500 2Q 2011 059522BA9 75,107,661 73,996,189 1,111,472 73,996,189 59,682,876 2Q 2011 059522BC5 21,676,858 21,372,650 304,207 21,372,650 20,243,946 2Q 2011 059522BG6 12,710,854 12,560,829 150,025 12,560,829 11,856,357 2Q 2011 07384YNJ1 1,820,641 1,805,393 15,248 1,805,393 1,429,273 2Q 2011 07384YPC4 12,914,977 12,453,848 461,129 12,453,848 10,431,776 2Q 2011 07384YPN0 3,590,637 3,560,043 30,594 3,560,043 3,375,231 2Q 2011 073852AB1 25,112,308 24,729,355 382,952 24,729,355 22,633,847 2Q 2011 07386HJT9 10,108,940 9,972,934 136,007 9,972,934 8,624,586 2Q 2011 073879BA5 14,112,452 14,054,110 58,342 14,054,110 9,713,733 2Q 2011 07387UFE6 37,363,561 36,298,097 1,065,465 36,298,097 35,020,059 2Q 2011 12497PAC3 4,214,518 240,000 3,974,518 240,000 80,000 2Q 2011 12498FAC4 1,114,058 947,340 166,718 947,340 720,000 2Q 2011 12629RAE6 5,438,671 4,890,060 548,611 4,890,060 5,271,000 2Q 2011 126673XB3 4,027,277 3,943,772 83,505 3,943,772 2,272,448 2Q 2011 12667G5S8 12,456,027 12,436,295 19,732 12,436,295 10,942,171 2Q 2011 12669FBW2 11,414,660 11,177,548 237,112 11,177,548 6,259,393 2Q 2011 12669FTC7 2,570,108 2,518,451 51,658 2,518,451 2,203,484 2Q 2011 152314JY7 1,103,641 779,800 323,841 779,800 462,594 2Q 2011 152314JZ4 957,452 552,142 405,310 552,142 236,447 2Q 2011 17180HAA6 2,248,999 2,067,388 181,612 2,067,388 375,000 2Q 2011 225458JE9 2,007,226 1,970,544 36,682 1,970,544 271,538 2Q 2011 25151YAB5 60,859,976 60,586,353 273,623 60,586,353 61,204,691 2Q 2011 32055GAE1 2,270,021 2,237,439 32,582 2,237,439 2,397,942 2Q 2011 33736EAE1 2,332,358 2,254,350 78,008 2,254,350 2,300,750 2Q 2011 33736TAD0 2,001,776 1,960,930 40,846 1,960,930 1,780,800 2Q 2011 36185MDS8 4,989,636 4,871,328 118,307 4,871,328 4,161,278 2Q 2011 36242DA60 7,913,611 7,607,490 306,121 7,607,490 5,580,705 2Q 2011 39539FAC8 63,373,046 60,723,955 2,649,091 60,723,955 58,938,636 2Q 2011 43037QAC3 9,887,889 9,775,230 112,659 9,775,230 7,000,000 2Q 2011 437084AW6 1,661,229 1,617,848 43,381 1,617,848 1,006,933 2Q 2011 45578WAE6 7,000,762 6,881,175 119,586 6,881,175 7,834,673 2Q 2011 48600RAC7 8,640,504 8,401,550 238,954 8,401,550 9,130,000 2Q 2011 542514KC7 2,201,403 2,155,670 45,733 2,155,670 1,606,405 2Q 2011 57643LNV4 8,829,280 8,794,359 34,921 8,794,359 4,707,662 2Q 2011 5899295L8 1,942,800 1,902,514 40,286 1,902,514 610,261 2Q 2011 59020UFA8 1,886,309 1,853,932 32,377 1,853,932 1,079,863 2Q 2011 65535VJU3 1,228,416 1,179,378 49,037 1,179,378 578,397 2Q 2011 66858XAJ0 1,591,679 1,513,486 78,193 1,513,486 1,562,200 2Q 2011 67571MAC3 20,276,329 19,453,518 822,811 19,453,518 17,308,200 2Q 2011 68383NCT8 39,640,216 38,724,303 915,913 38,724,303 11,503,361 2Q 2011 691215BB2 9,862,149 9,851,026 11,123 9,851,026 2,436,898 2Q 2011 7609853E9 1,916,200 1,771,195 145,005 1,771,195 1,057,174 2Q 2011 76110WMW3 12,318,975 12,126,668 192,306 12,126,668 10,609,924 2Q 2011 80384AAA3 279,353 247,813 31,540 247,813 563,827 2Q 2011 805564PQ8 354,964 180,578 174,386 180,578 419,042 2Q 2011
35 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 83611MDJ4 $ 1,960,457 $ 335,780 $ 1,624,677 $ 335,780 $ 980,590 2Q 2011 863579L63 12,377,590 12,353,050 24,539 12,353,050 12,368,934 2Q 2011 86359AET6 7,284,550 7,228,163 56,386 7,228,163 5,484,306 2Q 2011 86359DLM7 18,434,243 12,300,263 6,133,980 12,300,263 6,415,114 2Q 2011 881561RR7 11,361,567 11,092,536 269,031 11,092,536 1,087,866 2Q 2011 881561VZ4 3,920,327 3,908,008 12,319 3,908,008 3,928,365 2Q 2011 88156PAY7 35,273,274 34,872,223 401,051 34,872,223 24,691,895 2Q 2011 88157JAA2 24,295,244 23,806,090 489,153 23,806,090 23,055,670 2Q 2011 94979TAG1 1,290,705 1,270,762 19,943 1,270,762 912,795 2Q 2011 94981QAZ1 4,906,338 4,049,662 856,676 4,049,662 1,451,709 2Q 2011 94986DAA0 1,323,131 1,310,246 12,885 1,310,246 1,373,777 2Q 2011 ------------ ------------ ----------- ------------ ------------ Total $698,864,373 $670,602,319 $28,262,049 $670,602,319 $539,525,382 ------------ ------------ ----------- ------------ ------------ 939335P41 $ 1,865,742 $ 1,547,246 $ 318,496 $ 1,547,246 $ 1,687,230 3Q 2011 000759BW9 793,387 770,793 22,594 770,793 611,256 3Q 2011 00764MCG0 1,805,909 1,801,051 4,858 1,801,051 781,682 3Q 2011 04541GQY1 8,649,172 8,442,874 206,298 8,442,874 4,005,981 3Q 2011 049629AD0 21,414,031 20,744,128 669,903 20,744,128 17,378,250 3Q 2011 05949ACG3 1,208,939 1,197,427 11,512 1,197,427 418,546 3Q 2011 05949AFN5 812,596 606,815 205,781 606,815 694,288 3Q 2011 05951EAC1 5,242,418 4,864,733 377,685 4,864,733 4,392,077 3Q 2011 059522BA9 71,283,712 66,417,712 4,866,000 66,417,712 53,253,150 3Q 2011 059522BC5 20,521,491 20,061,538 459,953 20,061,538 18,695,568 3Q 2011 059522BG6 12,327,216 11,050,276 1,276,940 11,050,276 10,906,526 3Q 2011 07384YPC4 12,597,010 12,129,076 467,933 12,129,076 8,760,470 3Q 2011 07386HJT9 9,764,584 9,590,937 173,647 9,590,937 7,974,589 3Q 2011 07387UFE6 34,005,665 32,413,228 1,592,437 32,413,228 31,099,274 3Q 2011 12497PAC3 244,067 240,000 4,067 240,000 80,000 3Q 2011 12498FAC4 931,331 859,512 71,819 859,512 600,000 3Q 2011 12629RAE6 4,962,165 4,728,156 234,009 4,728,156 4,911,000 3Q 2011 126673XB3 3,971,768 3,739,808 231,960 3,739,808 1,994,496 3Q 2011 12667G5S8 11,625,722 11,074,777 550,946 11,074,777 9,695,454 3Q 2011 12669FBW2 11,192,837 10,820,677 372,160 10,820,677 5,975,388 3Q 2011 12669FTC7 2,513,420 2,459,010 54,411 2,459,010 2,169,491 3Q 2011 152314JZ4 548,588 546,239 2,349 546,239 200,313 3Q 2011 17180HAA6 2,129,780 1,733,025 396,755 1,733,025 375,000 3Q 2011 225458JE9 1,982,179 1,937,834 44,345 1,937,834 284,786 3Q 2011 25150VAC0 36,851,134 34,506,190 2,344,944 34,506,190 34,506,190 3Q 2011 25151YAB5 49,381,491 48,967,169 414,322 48,967,169 49,145,368 3Q 2011 32055GAE1 2,156,788 2,085,370 71,417 2,085,370 2,195,205 3Q 2011 33736EAE1 2,277,009 2,221,868 55,142 2,221,868 2,150,500 3Q 2011 33736TAD0 1,969,215 1,924,028 45,187 1,924,028 1,629,400 3Q 2011 36185MDS8 4,716,708 4,617,407 99,301 4,617,407 3,900,676 3Q 2011 39538BAB0 15,454,052 14,390,604 1,063,448 14,390,604 13,675,777 3Q 2011 39539FAC8 59,118,268 55,043,323 4,074,945 55,043,323 55,043,323 3Q 2011 43037QAC3 9,815,281 9,676,790 138,491 9,676,790 7,500,000 3Q 2011 45254NKA4 855,755 850,220 5,535 850,220 404,622 3Q 2011
36 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 45254NKB2 $ 1,161,793 $ 1,097,253 $ 64,540 $ 1,097,253 $ 585,896 3Q 2011 45578WAE6 6,758,106 6,616,484 141,622 6,616,484 7,404,812 3Q 2011 45662FAD2 22,892,172 21,546,759 1,345,413 21,546,759 19,353,941 3Q 2011 48600RAC7 8,533,736 8,361,810 171,926 8,361,810 8,685,000 3Q 2011 525228AH5 13,274,621 13,073,066 201,555 13,073,066 12,498,686 3Q 2011 52522GAB0 10,158,249 9,753,525 404,724 9,753,525 8,984,209 3Q 2011 52522HAE2 13,812,053 13,281,458 530,595 13,281,458 12,540,536 3Q 2011 5899295L8 1,827,120 1,764,456 62,663 1,764,456 613,517 3Q 2011 59020UFA8 1,839,699 1,541,716 297,983 1,541,716 1,011,343 3Q 2011 65535VJU3 1,174,287 1,146,341 27,946 1,146,341 569,300 3Q 2011 66858XAJ0 1,536,937 1,443,026 93,911 1,443,026 1,379,200 3Q 2011 67571MAC3 19,615,568 18,645,963 969,605 18,645,963 15,603,000 3Q 2011 76110WMW3 12,097,383 11,199,821 897,562 11,199,821 9,841,236 3Q 2011 80384AAA3 237,369 235,586 1,784 235,586 517,628 3Q 2011 805564PQ8 177,358 173,047 4,311 173,047 290,942 3Q 2011 863579L63 11,448,796 11,014,407 434,388 11,014,407 11,347,134 3Q 2011 863579LH9 751,617 562,548 189,069 562,548 737,467 3Q 2011 86359AET6 7,270,437 7,215,125 55,313 7,215,125 5,261,092 3Q 2011 881561RR7 11,356,571 10,968,341 388,231 10,968,341 2,061,716 3Q 2011 881561VZ4 3,815,218 3,793,596 21,622 3,793,596 3,795,982 3Q 2011 88156PAY7 33,563,566 33,121,353 442,214 33,121,353 23,134,536 3Q 2011 88157JAA2 22,080,081 21,339,201 740,881 21,339,201 20,405,860 3Q 2011 94979TAG1 1,261,473 1,201,239 60,234 1,201,239 733,631 3Q 2011 94981QAZ1 4,028,914 815,694 3,213,220 815,694 1,115,716 3Q 2011 94986DAA0 1,248,152 1,233,266 14,886 1,233,266 1,226,714 3Q 2011 126671Z74 1,912,330 1,898,916 13,414 1,898,916 665,178 3Q 2011 5899296D5 751,484 660,621 90,864 660,621 246,673 3Q 2011 59020UDT9 1,025,302 427,446 597,857 427,446 604,244 3Q 2011 86358EGQ3 1,053,333 584,164 469,170 584,164 356,504 3Q 2011 12669EPD2 1,620,578 1,619,415 1,163 1,619,415 1,148,595 3Q 2011 ------------ ------------ ----------- ------------ ------------ Total $643,273,733 $610,395,484 $32,878,256 $610,395,484 $529,816,164 ------------ ------------ ----------- ------------ ------------ 00764MCG0 $ 1,750,582 $ 1,654,760 $ 95,822 $ 1,654,760 $ 745,207 4Q 2011 04541GQY1 8,584,000 8,230,537 353,463 8,230,537 3,776,600 4Q 2011 04542BFY3 436,058 53,996 382,062 53,996 179,049 4Q 2011 049629AD0 20,843,349 20,769,184 74,166 20,769,184 17,606,625 4Q 2011 05948KHX0 877,598 807,491 70,107 807,491 728,606 4Q 2011 05948XSD4 1,196,587 1,181,132 15,455 1,181,132 1,013,195 4Q 2011 05949ACG3 1,152,188 1,151,427 761 1,151,427 867,337 4Q 2011 05949AFM7 1,542,830 1,457,007 85,823 1,457,007 1,367,469 4Q 2011 05951EAC1 4,708,024 4,495,700 212,324 4,495,700 3,993,025 4Q 2011 059522BA9 65,671,528 63,321,519 2,350,008 63,321,519 50,650,186 4Q 2011 059522BC5 19,272,102 18,684,793 587,309 18,684,793 16,872,782 4Q 2011 059522BG6 10,893,121 10,512,430 380,691 10,512,430 9,902,591 4Q 2011 07384YNJ1 1,609,502 1,544,635 64,867 1,544,635 1,287,906 4Q 2011 07384YPC4 12,274,241 11,784,514 489,727 11,784,514 8,738,612 4Q 2011 07384YPN0 3,331,171 2,992,378 338,793 2,992,378 2,943,006 4Q 2011
37 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED)
BOOK/ADJUSTED DATE OF CARRYING VALUE FINANCIAL AMORTIZED COST PRESENT VALUE STATEMENT BEFORE CURRENT OF PROJECTED AMORTIZED COST FAIR VALUE AT WHERE CUSIP PERIOD OTTI CASH FLOWS RECOGNIZED OTTI AFTER OTTI TIME OF OTTI REPORTED ----- -------------- ------------- --------------- -------------- ------------- --------- 07386HJT9 $ 9,405,656 $ 9,289,035 $ 116,621 $ 9,289,035 $ 7,681,100 4Q 2011 073879BA5 13,131,492 12,912,750 218,742 12,912,750 8,484,183 4Q 2011 073879CD8 23,583,260 23,339,429 243,831 23,339,429 13,965,204 4Q 2011 12497PAC3 244,068 240,000 4,068 240,000 120,000 4Q 2011 12498FAC4 839,926 649,020 190,906 649,020 480,000 4Q 2011 126671Z74 1,845,044 1,789,885 55,159 1,789,885 602,501 4Q 2011 126673XB3 3,765,323 3,689,736 75,587 3,689,736 1,818,040 4Q 2011 12669E2X3 1,791,892 1,726,451 65,441 1,726,451 1,053,518 4Q 2011 12669FBW2 10,831,720 10,472,259 359,461 10,472,259 5,976,300 4Q 2011 152314JY7 88,112 87,312 800 87,312 28,155 4Q 2011 152314JZ4 516,561 483,592 32,969 483,592 188,597 4Q 2011 17180HAA6 1,780,991 1,656,013 124,979 1,656,013 375,000 4Q 2011 17180HAD0 5,209,374 4,449,025 760,349 4,449,025 175,000 4Q 2011 225458JE9 1,948,766 1,875,494 73,272 1,875,494 296,060 4Q 2011 36185MDS8 4,439,510 4,365,193 74,317 4,365,193 3,618,941 4Q 2011 36242DA60 7,941,755 7,267,395 674,360 7,267,395 5,167,950 4Q 2011 39538BAB0 14,857,865 13,255,590 1,602,275 13,255,590 13,150,714 4Q 2011 39539FAC8 52,195,950 48,611,061 3,584,889 48,611,061 48,611,353 4Q 2011 43037QAC3 9,732,734 9,588,550 144,184 9,588,550 7,000,000 4Q 2011 45254NKB2 1,054,597 1,042,327 12,270 1,042,327 580,789 4Q 2011 525228AH5 11,424,982 11,034,793 390,189 11,034,793 10,815,068 4Q 2011 5899295L8 1,727,809 1,704,325 23,484 1,704,325 726,362 4Q 2011 5899296D5 659,555 586,231 73,325 586,231 247,062 4Q 2011 5899296T0 559,220 531,464 27,757 531,464 213,445 4Q 2011 59020UFA8 1,536,392 1,354,913 181,479 1,354,913 1,013,154 4Q 2011 65535VJU3 1,129,081 1,115,914 13,167 1,115,914 514,014 4Q 2011 66858XAJ0 1,465,029 1,436,264 28,765 1,436,264 1,306,800 4Q 2011 67571MAC3 18,798,739 18,553,479 245,260 18,553,479 15,655,500 4Q 2011 691215BB2 10,047,741 9,559,996 487,745 9,559,996 2,425,175 4Q 2011 760985V65 3,496,727 2,242,873 1,253,854 2,242,873 658,156 4Q 2011 76110HJK6 10,213,351 9,095,703 1,117,648 9,095,703 7,962,732 4Q 2011 76110WMW3 11,152,766 11,028,383 124,382 11,028,383 9,708,305 4Q 2011 761118XU7 12,190,035 11,236,352 953,683 11,236,352 9,892,350 4Q 2011 86358EGQ3 563,430 275,700 287,730 275,700 346,089 4Q 2011 86359AET6 7,255,495 7,128,171 127,323 7,128,171 5,328,250 4Q 2011 86359DLM7 12,273,476 7,347,700 4,925,776 7,347,700 5,635,367 4Q 2011 881561RR7 11,225,162 11,089,923 135,239 11,089,923 2,148,315 4Q 2011 881561VZ4 3,763,443 3,752,952 10,491 3,752,952 3,732,379 4Q 2011 88156PAY7 31,481,826 30,992,754 489,072 30,992,754 21,913,354 4Q 2011 88157JAA2 19,972,092 19,937,148 34,944 19,937,148 19,040,826 4Q 2011 94974SAH6 500,796 467,977 32,819 467,977 397,083 4Q 2011 94979TAG1 1,197,869 1,053,805 144,064 1,053,805 706,916 4Q 2011 ------------ ------------ ----------- ------------ ------------ Total $491,982,493 $466,958,440 $25,024,054 $466,958,440 $360,432,303 ------------ ------------ ----------- ------------ ------------
For the years ended December 31, 2011 and 2010, the Company recognized total OTTI of $119.3 million and $230.8 million, respectively for LBaSS that were still held by the Company at December 31, 2011 and 2010. At December 31, 2011 and 2010, the Company 38 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) held impaired securities (fair value is less than cost or amortized cost) for which an OTTI had not been recognized in earnings as a realized loss. Such impairments include securities with a recognized OTTI for non-interest related declines that were recognized in earnings, but for which an associated interest related decline has not been recognized in earnings as a realized loss. The aggregate amount of unrealized losses and fair values for such securities, segregated between those securities that have been in a continuous unrealized loss position for less than 12 months and greater than 12 months, respectively, were as follows:
LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL $ in millions ------------------ ---------------- ---------------- FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED DECEMBER 31, 2011 VALUE LOSSES VALUE LOSSES VALUE LOSSES ----------------- ------ ---------- ------ ---------- ------ ---------- LBaSS $ 694 $(29) $1,452 $(462) $2,146 $(491) ------ ---- ------ ----- ------ ----- Total $ 694 $(29) $1,452 $(462) $2,146 $(491) ====== ==== ====== ===== ====== =====
LESS THAN 12 MONTHS 12 MONTHS OR MORE TOTAL $ in millions ------------------ ---------------- ---------------- FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED DECEMBER 31, 2010 VALUE LOSSES VALUE LOSSES VALUE LOSSES ----------------- ------ ---------- ------ ---------- ------ ---------- LBaSS $ 75 $(4) $1,730 $(597) $1,805 $(601) ------ --- ------ ----- ------ ----- Total $ 75 $(4) $1,730 $(597) $1,805 $(601) ====== === ====== ===== ====== =====
The Company does not have any LBaSS for which it is not practicable to estimate fair values in accordance with SSAP No. 100, "Fair Value Measurements" ("SSAP 100"). The activity for the OTTI related to LBaSS for the year ended December 31, 2011 and 2010 is as follows:
2011 2010 $ in millions ------ ------ Balance at beginning of year $ 296 $ 66 Increases due to: Credit impairments on new securities subject to impairment losses 55 70 Additional credit impairments on previously impaired securities 66 160 Reductions due to: Credit impaired securities fully disposed for which there was no prior intent or requirement to sell 7 -- ------ ------ Balance at end of year $ 410 $ 296 ====== ======
MORTGAGE LOANS Mortgage loans had outstanding principal balances of $1.27 billion and $1.77 billion at December 31, 2011 and 2010, respectively. Contractual interest rates range from 1.87% to 39 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) 10.75%. The mortgage loans at December 31, 2011 had maturity dates ranging from 2010 to 2022. The Company's mortgage loans are collateralized by a variety of commercial real estate property types located throughout the United States. Substantially all of the commercial mortgage loans are non-recourse to the borrower. The mortgage loan portfolio was distributed as follows at December 31, 2011 and 2010:
GEOGRAPHIC DISTRIBUTION PROPERTY TYPE DISTRIBUTION ------------------------- -------------------------- 2011 2010 2011 2010 ---- ---- ---- ---- Pacific 37% 47% Office 24% 24% Mid-Atlantic 19% 16% Retail 22% 16% East North Central 12% 10% Mobile Home 16% 12% Mountain 11% 8% Industrial 13% 19% South Atlantic 7% 7% Multi-family 11% 11% New England 7% 5% Hotel/Motel 7% 8% West South Central 4% 4% Other 7% 10% West North Central 3% 2% East South Central -- 1% --- --- --- --- Total 100% 100% Total 100% 100% === === === ===
At December 31, 2011, there were 18 mortgage loans with outstanding balances of $20 million or more, which loans collectively aggregated approximately 56% of the portfolio. At December 31, 2011, approximately 65% of the mortgage loan portfolio consisted of loans with balloon payments due before January 1, 2015. The Company held $2.7 million and $30.5 million of mortgage loans with interest more than 180 days past due at December 31, 2011 or 2010, respectively. The Company advanced $0.2 million of taxes, assessments and other amounts on mortgage loans outstanding during 2011 and 2010. In addition, the Company had $7.6 million in restructured loans at December 31, 2011. There were no restructured loans at December 31, 2010. At December 31, 2011, the Company held $26.4 million in impaired mortgage loans with $5.2 million of related allowances for credit losses and $2.7 million without a related allowance for credit losses. At December 31, 2010, the Company held $26.4 million in impaired mortgage loans with $5.2 million of related allowances for credit losses and $47.9 million without a related allowance for credit losses. The Company's average recorded investment in impaired loans was $55.0 million and $75.0 million at December 31, 2011 and 2010, respectively. During the period the loans were impaired, the Company recognized interest income of $1.7 million and $3.3 million at December 31, 2011 and 2010, respectively. The Company did not recognize interest income on a cash-basis of accounting on any impaired loan during December 31, 2011 and 2010. The Company recognizes interest income on its impaired mortgage loans upon receipt. 40 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) The total allowance for credit losses at December 31, 2011 and 2010 was $33.5 million and $26.9 million, respectively. The increase is attributable to decreases in underlying collateral (property) values. The activity for the allowance for credit losses during 2011 and 2010 is as follows:
2011 2010 $ in millions ----- ----- Balance at beginning of year $ 27 $ 25 Allowance charges to unrealized capital loss 10 14 Direct write-down charges against the allowances (3) (12) Recoveries of amounts previously charged off -- -- ----- ----- Balance at end of year $ 34 $ 27 ===== =====
The mortgage loan portfolio has been originated by the Company under strict underwriting standards. Commercial mortgage loans on properties such as offices, hotels and shopping centers generally represent a higher level of risk than do mortgage loans secured by multifamily residences. This greater risk is due to several factors, including the larger size of such loans and the more immediate effects of general economic conditions on these commercial property types. However, due to the Company's strict underwriting standards, the Company believes that it has prudently managed the risk attributable to its mortgage loan portfolio while maintaining attractive yields. The Company did not reduce the interest rates for any of its outstanding mortgage loans during 2011 and 2010. The maximum and minimum lending rates for new mortgage loans made during 2011 and 2010 were:
2011 2011 2010 2010 MAXIMUM MINIMUM MAXIMUM MINIMUM ------- ------- ------- ------- Apartment loans None None 3.21% 3.21% Manufactured housing loans None None 6.29% 6.29% Office loans 5.50% 5.50% 6.33% 5.85% Other loans None None 6.75% 6.75%
The maximum percentage of any one loan to the value of security at the time of the loan, exclusive of insured, guaranteed or purchase money mortgages, was 80% during 2011 and 77% during 2010. With respect to mortgage loans acquired prior to the Company's redomestication to the State of Arizona in 1994, the Company has received permission from the Arizona Department to carry as admitted assets those loans that are not supported by an appraisal of the underlying property as of the loan acquisition date or which do not have loan-to-value ratios of 75% or less as of the loan acquisition date as required by Arizona regulations. The carrying value of such mortgage loans totaled $3.9 million and $4.3 million as of December 31, 2011 and 2010, respectively. 41 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) The following items pertain to debt restructuring at December 31:
2011 2010 $ in millions ----- ----- Investments in restructured loans with impairment $ -- $ -- Realized capital losses -- -- Commitments -- -- Accrued interest income -- --
The Company accrues interest income on impaired loans to the extent it is deemed collectible (delinquent less than 90 days) and the loans continue to perform under their original or restructured contractual terms. Interest income on non-performing loans is generally recognized on a cash basis. REAL ESTATE The following pertains to real estate at December 31:
$ in millions 2011 2010 ----- ----- Real estate held for sale $ 24 $ 13 Real estate held for the production of income $ 13 --
CONTRACT LOANS Contract loans represent borrowings against the cash value of in-force life policies or annuity account balances. The following balances were outstanding at December 31:
2011 2010 $ in millions ------ ------ Contract loans-life $ 31 $ 32 Contract loans-annuity 4 5 ------ ------ Total $ 35 $ 37 ====== ======
42 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) OTHER INVESTED ASSETS The following pertains to other invested assets at December 31:
2011 2010 $ in millions ------- ------- Investments in limited liability companies $ 246 $ 300 Investments in limited partnerships 792 965 Investments in preferred equity of affiliates 399 416 Surplus debentures 32 32 ------- ------- Total $ 1,469 $ 1,713 ======= =======
Included in the above statement value of other invested assets is the Company's investment in SAAH LLC totaling $579.8 million at December 31, 2011 and $646.1 million at December 31, 2010. The statement value of investments in limited partnerships excludes $31.4 million and $47.9 million that was non-admitted as of December 31, 2011 and 2010, respectively. INVESTMENT INCOME Net investment income earned for the years ended December 31, 2011 and 2010 consisted of the following:
2011 2010 $ in millions ------- ------- Bonds (unaffiliated) $ 289 $ 353 Bonds (affiliated) 5 8 Preferred stocks -- 1 Common stocks (affiliated) -- -- Common stocks (unaffiliated) 2 6 Mortgage loans 100 114 Real estate 5 -- Contract loans 3 1 Cash and short-term investments 3 5 Derivatives -- -- Other invested assets 108 94 Other 4 3 ------- ------- Gross investment income 519 585 Investment expenses (16) (9) Investment taxes, licenses and fees, excluding federal income taxes (1) -- Interest expense -- (1) ------- ------- Net investment income $ 502 $ 575 ======= =======
43 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) Net realized capital losses for the years ended December 31, 2011 and 2010 consist of the following:
2011 NET 2010 NET GAINS GAINS (LOSSES) (LOSSES) $ in millions ---------- -------- Bonds $ 48 $ 18 Preferred stocks -- -- Common stocks (unaffiliated) (1) 13 Common stocks (affiliated) (1,030) -- Mortgage loans -- 5 Real estate 4 -- Cash and short-term investments -- -- Derivatives -- -- Other invested assets (15) 79 Other -- 1 Impairment writedowns (164) (341) ---------- -------- Gross realized losses (1,158) (225) Federal income tax benefit 41 12 Net gains transferred to IMR (29) (14) Cumulative effect adjustment IMR -- -- ---------- -------- Net realized capital losses $ (1,146) $ (227) ========== ========
Proceeds from sales of bonds and preferred stocks, excluding maturities, and related gross realized capital gains and losses are as follows:
2011 2010 $ in millions ------ ------ Proceeds $ 302 $ 303 ====== ====== Gross realized gains 44 23 Gross realized losses -- (8) ------ ------ Total realized capital gains $ 44 $ 15 ====== ======
Impairment writedowns consist primarily of $129.5 million and $263.9 million on bonds and $30.9 million and $65.5 million on partnerships in 2011 and 2010, respectively. 44 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) The net changes in unrealized capital gains and losses, including the impact of foreign currency, for the years ended December 31, 2011 and 2010 are as follows:
2011 2010 $ in millions ------ ---- Bonds $ 44 $149 Common stocks (affiliated) 1,017 223 Common stocks (unaffiliated) (4) -- Mortgage loans (7) (1) Derivative instruments (159) (17) Other invested assets 112 (7) Foreign currency translation asset/liability for deposit-type contracts 22 42 Tax effect of change in unrealized gains and losses 26 (68) ------ ---- Net change in unrealized capital gains $1,051 $321 ====== ====
MAIDEN LANE II ("ML II") At December 31, 2011 and 2010, the investment in ML II was classified and accounted for as bonds (LBaSS), pursuant to an SVO action of the NAIC. The Company reported the following amounts for MLII in LBaSS:
PAR VALUE STATEMENT VALUE STATEMENT VALUE DECEMBER 31, DECEMBER 31, DECEMBER 31, 2011 2011 2010 $ in millions ------------ --------------- --------------- ML II $ 297 $ 130 $ 96
SUBPRIME MORTGAGE RISK EXPOSURE The Company has no direct exposure through investments in subprime mortgage loans. The Company's direct exposure through other investments is primarily in RMBS, as described above. 45 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) The following information provides information on the Company's investments with subprime exposure as of December 31, 2011:
BOOK ADJUSTED OTTI Investments with Subprime Exposure ACTUAL STATEMENT FAIR RECOGNIZED As of December 31, 2011 COST VALUE VALUE TO DATE $ in millions ------ --------- ------ ---------- In general account: RMBS $ 301 $ 274 $ 208 $(171) CMBS -- -- -- -- CDO 11 5 10 (94) Other structured securities -- -- -- -- Equity investments in subsidiary, controlled or affiliated entities 14 13 14 (39) Other assets -- -- -- -- ------ ------ ------ ----- Total subprime exposure $ 326 $ 292 $ 232 $(304) ====== ====== ====== =====
The following information provides information on the Company's investments with subprime exposure as of December 31, 2010:
BOOK ADJUSTED OTTI Investments with Subprime Exposure ACTUAL STATEMENT FAIR RECOGNIZED As of December 31, 2010 COST VALUE VALUE TO DATE $ in millions ------ --------- ------ ---------- In general account: RMBS $ 315 $ 264 $ 204 $(141) CMBS -- -- -- -- CDO 19 10 12 (99) Other structured securities -- -- -- -- Equity investments in subsidiary, controlled or affiliated entities 176 176 146 (84) Other assets -- -- -- -- ------ ------ ------ ----- Total subprime exposure $ 510 $ 450 $ 362 $(324) ====== ====== ====== =====
46 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 4. DERIVATIVE FINANCIAL INSTRUMENTS The Company has taken positions in certain derivative financial instruments in order to mitigate or hedge the impact of changes in interest rates foreign currencies and equity markets on cash flows from investment income or policyholder liabilities. Financial instruments used by the Company for such purposes include interest rate swaps and foreign currency swaps. All derivative instruments are recognized in the financial statements. The Company has determined that its derivative financial instruments do not qualify for hedge accounting. As a result, all of the Company's derivatives are accounted for at fair value and the changes in the fair value recorded in surplus as unrealized gains or losses, net of deferred taxes. Swaps The Company entered into interest rate swap agreements to mitigate the Company's exposure to changes in the value of specifically identified assets or liabilities, to alleviate the risks of changes in market interest rates and to alter interest risk exposures arising from mismatches between assets and liabilities. Interest rate swap agreements ("Swap Agreements") are agreements to exchange with a counterparty, at specified intervals, interest rate payments of differing character (for example, fixed-rate payments exchanged for variable-rate payments), based on an underlying principal balance (notional amount). Generally no cash is exchanged at the outset of the contract and no principal payments are made by either party. A single net payment is usually made by one counterparty at each interest payment due date, which is included in the statutory statement of operations. Some of the Swap Agreements also include exchanges between foreign currencies and U.S. dollars, and thus serve as foreign currency swaps as well as interest rate swaps. Credit Risk The Company is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments, but it does not expect any counterparties to fail to meet their obligations given their high credit ratings. To limit credit risk to the Company and its major counterparties, the Company negotiates and enters into credit support agreements. The credit exposure of Swap Agreements is represented by the fair value of contracts with a positive fair value at the reporting date. In the unlikely event of a failure to perform by any of the counterparties to these derivative transactions, there could be a material effect on the Company's admitted assets, liabilities and capital and surplus. Market Risk The Company's exposure to market risk is mitigated by the offsetting effects of changes in the value of Swap Agreements and the related items being hedged. 47 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 4. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED) At December 31, 2011, the Company had $874.8 million of derivative assets and $1.08 billion of derivative liabilities, with cumulative unrealized losses of $100.4 million. The net interest expense differential included in the statutory statement of operations was $120.9 million in 2011. At December 31, 2010, the Company had $1.37 billion of derivative assets and $1.42 billion of derivative liabilities, with cumulative unrealized gains of $58.7 million. The net interest expense differential included in the statutory statement of operations was $146.4 million in 2010. The Company did not have any derivatives accounted for as cash flow hedges of forecasted transactions during 2011 and 2010. The table below summarizes the statement value of the Company's derivatives included in the statutory statement of admitted assets, liabilities and capital and surplus at December 31, 2011:
CONTRACT/ ESTIMATED NOTIONAL STATEMENT FAIR $ in millions AMOUNT VALUE VALUE --------- --------- --------- Assets: Swaps: Currency risk $ 4,787 $ 980 $ 980 Interest risk 1,007 (105) (105) ------- ------- ------- Total swaps 5,794 875 875 ------- ------- ------- Total $ 5,794 $ 875 $ 875 ======= ======= ======= Liabilities: Swaps: Currency risk $ 3,115 $ 833 $ 833 Interest risk 1,589 242 242 ------- ------- ------- Total swaps 4,704 1,075 1,075 ------- ------- ------- Total $ 4,704 $ 1,075 $ 1,075 ======= ======= =======
48 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 4. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED) The table below summarizes the statement value of the Company's derivatives included in the statutory statement of admitted assets, liabilities and capital and surplus at December 31, 2010:
CONTRACT/ ESTIMATED NOTIONAL STATEMENT FAIR $ in millions AMOUNT VALUE VALUE --------- --------- --------- Assets: Swaps: Currency risk $ 5,498 $ 1,432 $ 1,432 Interest risk 1,282 (58) (58) ------- ------- ------- Total swaps 6,780 1,374 1,374 ------- ------- ------- Total $ 6,780 $ 1,374 $ 1,374 ======= ======= ======= Liabilities: Swaps: Currency risk $ 3,831 $ 1,206 $ 1,206 Interest risk 2,060 216 216 ------- ------- ------- Total swaps 5,891 1,422 1,422 ------- ------- ------- Total $ 5,891 $ 1,422 $ 1,422 ======= ======= =======
5. INFORMATION ABOUT FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK As discussed in Note 4, the Company uses interest rate and foreign currency swap agreements, options and futures to mitigate various risks associated with invested assets or policy liabilities. All derivative instruments are deemed ineffective and recorded at fair value in the Company's financial statements, but derivative instruments expose the Company to potential credit-related losses in the event of nonperformance by the investment-grade-rated counterparty with respect to any swap contract or other derivative instrument with an aggregate fair value greater than zero. The table below summarizes the Company's derivative financial instruments with off-balance sheet risk at December 31, 2011:
CONTRACT/ FINAL NOTIONAL MATURITY $ in millions AMOUNT DATE --------- -------- Derivatives hedging assets: Swaps: Currency risk $ 11 2013 Derivatives hedging liabilities: Swaps: Currency risk 7,891 2033 Interest risk 2,596 2033
49 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 5. INFORMATION ABOUT FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK (CONTINUED) The table below summarizes the Company's financial instruments with off-balance sheet risk at December 31, 2010:
CONTRACT/ FINAL NOTIONAL MATURITY $ in millions AMOUNT DATE --------- -------- Derivatives hedging assets: Swaps: Currency risk $ 11 2013 Derivatives hedging liabilities: Swaps: Currency risk 9,318 2033 Interest risk 3,342 2033
The credit exposure of interest rate swaps is represented by the fair value of contracts with a positive fair value at the reporting date. The current credit exposure of the Company's derivative contracts aggregated $1.11 billion and $1.37 billion at December 31, 2011 and 2010, respectively. However, because the Company has entered into such agreements with investment-grade-rated brokerage firms, non-performance is not anticipated. To limit credit risk to the Company and its major counterparties, the Company negotiates and enters into credit support agreements. The amount of collateral that is required is determined by the market value of the derivatives between the parties and the credit support agreement. The Company currently puts up or receives cash and U.S. Treasury Bonds to satisfy this collateral requirement. At December 31, 2011 and 2010, the Company had received $261.1 million and $603.0 million, respectively, and amounts were recorded as other liabilities in the statutory statement of admitted assets, liabilities and capital and surplus. 50 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS The following estimated fair value disclosures are limited to reasonable estimates of the fair value of only the Company's financial instruments. The disclosures do not address the value of the Company's recognized and unrecognized nonfinancial assets and liabilities or the value of anticipated future business. The Company does not plan to sell most of its assets or settle most of its liabilities at these estimated fair values. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Bonds: Fair value is based principally on value from independent pricing services, broker quotes and other independent information. ML II: ML II is valued using a discounted cash flow methodology that uses the estimated future cash flows of the ML II assets. These discount rates are calibrated to the changes in the estimated asset values for the underlying assets commensurate with the Company's interest in the capital structure of the entity. Estimated cash flows and discount rates used in the valuation are validated, to the extent possible, using market observable information for securities with similar asset pools, structure and terms. As a result of the announcement on March 31, 2011 by the Federal Reserve Bank of New York ("New York Fed") of its plan to begin selling the assets in the ML II portfolio over time through a competitive sales process, the Company modified its methodology for estimating the fair value of its interest in ML II to incorporate the assumption of the current liquidation, which (i) uses the estimated fair value of the ML II assets and (ii) allocates the estimated asset fair value according to the ML II waterfall. As of December 31, 2011, the Company expected to receive cash flows (undiscounted) in excess of the Company's initial investment, and any accrued interest, in the ML II interest after repayment of the first priority obligations owed to the New York Fed. The fair value of the Company's interest in ML II is most affected by the liquidation proceeds realized by the New York Fed from the sale of the collateral securities. At December 31, 2010, the fair value methodology used assumed that the underlying collateral in ML II would continue to be held and generate cash flows into the foreseeable future and did not assume a current liquidation of the assets underlying the ML II interests. Other methodologies employed or assumptions made in determining fair value for these investments could result in amounts that differ significantly from the amounts reported. Common (unaffiliated) and preferred stocks: Fair value is based principally on value from independent pricing services, broker quotes and other independent information. Mortgage loans: Fair values are primarily determined by using discounting cash flow calculations based upon the Company's current incremental lending rates for similar type loans. 51 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) Fair value for collateral, commercial and guaranteed loans is based principally on independent pricing services, broker quotes and other independent information. Contract loans: The fair values of contract loans were not estimated as the Company believes it would have to expend excessive costs for the benefits derived. Cash, cash equivalents and short-term investments: Carrying values approximate fair values because of the relatively short period of time between origination and expected realization. Partnerships: Fair value of limited partnerships accounted for by using the equity method of accounting is based upon the fair value of the net assets of the partnerships as determined by the general partners, and approximates the carrying value, excluding non-admitted amount. Surplus debentures: Fair value is based principally on value from independent pricing services, broker quotes and other independent information. Receivables/payables for securities: Such amounts represent transactions of a short-term nature for which the carrying value is considered a reasonable estimate of fair value. Investment income due and accrued: Carrying value approximates fair value because of the relatively short period of time between origination and expected realization. Separate account assets: Separate account assets are related to market-value-adjusted fixed annuity contracts and mostly carried at fair value or carrying values that approximate fair values. Fair value is based principally on the value from independent pricing services, broker quotes and other independent information or internal valuation models. Reserves for life policies and contracts: Deferred fixed annuities and life insurance contracts are assigned fair values equal to current net surrender values. Supplementary contracts with life contingencies are valued based on the present value of future cash flows at current pricing rates. Liabilities for deposit-type contracts: Carrying value is considered to be a reasonable estimate of the fair value of the Company's fixed-maturity, variable-rate GIC obligations that reprice periodically based upon certain defined indexes. The fair value of the fixed-maturity, fixed-rate GICs is based on the present value of future cash flows at current pricing rates. Supplementary contracts without life contingencies are valued based on the present value of future cash flows at current pricing rates. Derivative financial instruments: The Company generally values exchange-traded derivatives, if any, using quoted prices in active markets for identical derivatives at the balance sheet date. Over-the-counter ("OTC") derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market clearing transactions, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. 52 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) The estimated fair values of the Company's financial instruments compared to their statement values at December 31, 2011 are as follows:
2011 2011 STATEMENT ESTIMATED $ in millions VALUE FAIR VALUE --------- ---------- Assets: Bonds $ 6,394 $ 6,154 Preferred stocks -- 1 Common stocks (unaffiliated) 44 44 Mortgage loans 1,229 1,308 Real Estate 37 37 Contract loans 35 35 Cash, cash equivalents and short-term investments 1,442 1,442 Partnerships 1,437 1,469 Surplus debentures 32 31 Receivables for securities 7 7 Investment income due and accrued 42 42 Derivative financial instruments 875 875 Separate account assets 134 134 Liabilities: Reserves for life policies and contracts 2,075 2,039 Liabilities for deposit-type contracts 6,936 8,036 Derivative financial instruments 1,075 1,075
53 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) The estimated fair values of the Company's financial instruments compared to their statement values at December 31, 2010 are as follows:
2010 2010 STATEMENT ESTIMATED $ in millions VALUE FAIR VALUE --------- ---------- Assets: Bonds $ 5,319 $ 4,968 Preferred stocks -- 1 Common stocks (unaffiliated) 29 29 Mortgage loans 1,711 1,791 Real Estate 13 13 Contract loans 37 37 Cash, cash equivalents and short-term investments 3,339 3,339 Partnerships 1,681 1,729 Surplus debentures 32 30 Receivables for securities 3 3 Investment income due and accrued 39 39 Derivative financial instruments 1,374 1,374 Separate account assets 202 202 Liabilities: Reserves for life policies and contracts 2,147 2,107 Liabilities for deposit-type contracts 8,692 9,410 Derivative financial instruments 1,422 1,422 Payable for securities 28 28
FAIR VALUE MEASUREMENTS Included in various investment related line items in the financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as certain bonds and preferred stocks when carried at the lower of cost or fair value based on their appropriate NAIC designations. Certain financial instruments that may be also be measured at fair value when impaired, are not disclosed as an asset or liability measured at fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Conversely, financial instruments traded in other-than-active markets or that do not have quoted prices have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. An active market is one in which 54 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) transactions for the asset or liability being valued occur with sufficient frequency and volume to provide pricing information on an ongoing basis. An other-than-active market is one in which there are few transactions, the prices are not current, price quotations vary substantially either over time or among market makers, or in which little information is released publicly for the asset or liability being valued. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and general market conditions. Fair Value Hierarchy The Company's financial assets and liabilities measured at fair value have been classified, for disclosure purposes, based on a hierarchy defined SSAP 100. The hierarchy consists of three "levels" based on observability of inputs in the marketplace used to measure fair values as discussed below: Level 1 - Fair value measurements that are quoted prices (unadjusted) in active markets that the Company has the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. The Company does not adjust the quoted price for such instruments. Level 2 - Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liability in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Fair value measurements based on valuation techniques that use significant inputs that are unobservable. These measurements include circumstances in which there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset or liability. 55 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 1 FAIR VALUE MEASUREMENTS (CONTINUED) ASSETS AND LIABILITIES MEASURED AT FAIR VALUE The following is a description of the valuation methodologies used for instruments carried at fair value: Bonds & Preferred Stocks Bonds with NAIC 6 or 6* ratings and preferred stocks with NAIC 4, 5 or 6 ratings are carried at the lower of amortized cost or fair value. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Whenever available, the Company obtains quoted prices in active markets for identical assets at the balance sheet date to measure at fair value. Market price data generally is obtained from exchange or dealer markets. The Company estimates the fair value of securities not traded in active markets, by referring to traded securities with similar attributes, using dealer quotations, a matrix pricing methodology, discounted cash flow analyses or internal valuation models. This methodology considers such factors as the issuer's industry, the security's rating and tenor, its coupon rate, its position in the capital structure of the issuer, yield curves, credit curves, prepayment rates and other relevant factors. For bonds that are not traded in active markets or that are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments generally are based on available market evidence. In the absence of such evidence, management's best estimate is used. Incorporation of Credit Risk in Fair Value Measurements Fair values for bonds and preferred stocks based on observable market prices for identical or similar instruments implicitly include the incorporation of counterparty credit risk. Fair values for bonds and preferred stocks based on internal models incorporate counterparty credit risk by using discount rates that take into consideration cash issuance spreads for similar instruments or other observable information. Common Stocks (Unaffiliated) The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Whenever available, the Company obtains quoted prices in active markets for identical assets at the balance sheet date to measure marketable equity securities at fair value. Market price data generally is obtained from exchange or dealer markets. Derivative Assets and Liabilities Derivative assets and liabilities can be exchange-traded or traded OTC. The Company generally values exchange-traded derivatives, if any, using quoted prices in active markets for identical derivatives at the balance sheet date. 56 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market clearing transactions, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. When models are used, the selection of a particular model to value an OTC derivative depends on the contractual terms of, and specific risks inherent in, the instrument as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models can require a variety of inputs, including contractual terms, market prices and rates, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs can generally be corroborated by observable market data by correlation or other means, and model selection does not involve significant management judgment. Certain OTC derivatives trade in less liquid markets with limited pricing information, and the determination of fair value for these derivatives is inherently more difficult. When the Company does not have corroborating market evidence to support significant model inputs and cannot verify the model to market transactions, the transaction price is initially used as the best estimate of fair value. Accordingly, when a pricing model is used to value such an instrument, the model is adjusted so the model value at inception equals the transaction price. Subsequent to initial recognition, the Company updates valuation inputs when corroborated by evidence such as similar market transactions, third-party pricing services and/or broker or dealer quotations, or other empirical market data. When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit considerations. Such adjustments are generally based on available market evidence. In the absence of such evidence, management's best estimate is used. Separate Account Assets Separate account assets are comprised primarily of corporate and structured bonds and preferred stocks. The Company estimates the fair value of securities not traded in active markets, by referring to traded securities with similar attributes, using dealer quotations, a matrix pricing methodology, discounted cash flow analyses or internal valuation models. 57 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) Assets and Liabilities Measured at Fair Value The following tables provide information as of December 31, 2011 and 2010 about the Company's financial assets and liabilities measured at fair value.
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL $ in millions ------- ------- ------- ------ December 31, 2011 Assets at fair value: Bonds $ -- $ -- $ 25 $ 25 Preferred stocks -- -- -- -- Common stocks (unaffiliated) 4 28 12 44 Derivative assets -- 885 (10) 875 Separate account assets -- 72 27 99 ------- ------ ------- ------ Total assets at fair value $ 4 $ 985 $ 54 $1,043 ======= ====== ======= ====== Liabilities at fair value: Derivative liabilities $ -- $1,075 $ -- $1,075 ------- ------ ------- ------ Total liabilities at fair value $ -- $1,075 $ -- $1,075 ======= ====== ======= ======
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL $ in millions ------- ------- ------- ------ December 31, 2010 Assets at fair value: Bonds $ -- $ 3 $ 49 $ 52 Preferred stocks -- -- -- -- Common stocks (unaffiliated) 18 -- 11 29 Derivative assets -- 1,373 1 1,374 Separate account assets -- 25 80 105 ------- ------ ------- ------ Total assets at fair value $ 18 $1,401 $ 141 $1,560 ======= ====== ======= ====== Liabilities at fair value: Derivative liabilities $ -- $1,422 $ -- $1,422 ------- ------ ------- ------ Total liabilities at fair value $ -- $1,422 $ -- $1,422 ======= ====== ======= ======
Fair values and changes in the fair values of certain separate account assets accrue directly to the policyholders and are not included in the Company's revenues and expenses or surplus. At December 31, 2011 and 2010, Level 3 assets were 0.4% and 0.8% of total assets, respectively, and Level 3 liabilities were 0.0% and 0.0% of total liabilities, respectively. The following tables present changes during the years ended December 31, 2011 and 2010 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the unrealized gains (losses) recorded during the years ended December 31, 2011 and 2010 related to the Level 3 58 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) assets and liabilities that remained on the statutory statement of admitted assets, liabilities and capital and surplus at December 31, 2011 and 2010:
SEPARATE DERIVATIVE COMMON ACCOUNT (LIABILITIES)/ TOTAL BONDS STOCKS ASSETS ASSETS ASSETS $ in millions ------- ------ -------- -------------- ------- Balance at January 1, 2011 $ 49 $ 11 $ 80 $ 1 $ 141 Total gains or losses (realized/unrealized) Included in net income (18) -- -- -- (18) Included in surplus 13 4 7 (11) 13 Purchases, issuances and Settlements 17 (1) (62) -- (46) Transfers into Level 3 18 -- 2 -- 20 Transfers out of Level 3 (54) (2) -- (56) ------- ------ ------ ------ ------- Balance at December 31, 2011 $ 25 $ 12 $ 27 $ (10) $ 54 ======= ====== ====== ====== =======
SEPARATE DERIVATIVE PREFERRED COMMON ACCOUNT (LIABILITIES)/ TOTAL BONDS STOCKS STOCKS ASSETS ASSETS ASSETS $ in millions ------- --------- ------- -------- -------------- ------- Balance at January 1, 2010 $ 58 $ 75 $ 12 $ 25 $ (1) $ 169 Total gains or losses (realized/unrealized) Included in net income (20) -- (10) (8) -- (38) Included in surplus 39 -- 6 7 2 54 Purchases, issuances and settlements (39) -- 3 46 -- 10 Transfers into Level 3 41 -- -- 11 -- 52 Transfers out of Level 3 (30) (75) -- (1) -- (106) ------- -------- ------- ------ ------- ------- Balance at December 31, 2010 $ 49 $ -- $ 11 $ 80 $ 1 $ 141 ======= ======== ======= ====== ======= =======
During the year ended December 31, 2011, $18.4 million of bonds, previously carried at amortized cost, were transferred into Level 3 and carried at fair value due to a decline in NAIC rating. $2.4 million of separate account assets transferred into Level 3 due to a change in the pricing source. $25.6 million of bonds were transferred out of Level 3 because they were carried at a value lower than fair value. $28.3 million of bonds were transferred out of Level 3 after receiving a higher NAIC rating and no longer carried at fair value. During the year ended December 31, 2010, $74.8 million of ML II was transferred out of preferred stock since it was no longer carried at fair value in 2010. $39.7 million of bonds, previously carried at amortized cost, were carried at fair value in 2010 and classified as Level 3. $1.3 million of bonds were transferred from Level 2 to Level 3 in 2010 because of lack of observable market data. $30.2 million of bonds transferred out of Level 3 consisted of bonds totaling $10.7 million with a NAIC 6 rating that were carried at values lower than fair values and a $19.5 million bond which was no longer rated NAIC 6. $1.0 million of separate account assets were transferred from Level 3 to Level 2. Assets are transferred out of Level 3 when circumstances change such that significant inputs can be corroborated with market observable data. This may be due to a significant increase in market 59 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) activity for the asset, a specific event, one or more significant inputs becoming observable or when a long-term interest rate significant to a valuation becomes short-term and thus observable. Securities are generally transferred into Level 3 due to a decrease in market transparency, downward credit migration and an overall increase in price disparity for certain individual security types. The Company's policy is to recognize transfers in and out at the end of the reporting period, consistent with the date of the determination of fair value. Both observable and unobservable inputs may be used to determine the fair values of positions in Level 3 in the tables above. As a result, the unrealized gains (losses) on instruments held at December 31, 2011 and 2010 may include changes in fair value that were attributable to both observable and unobservable inputs. The Company's derivative assets and liabilities measured at fair value on a gross basis, before counterparty and cash collateral netting, were as follows:
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL $ in millions ------- ------- ------- ------ December 31, 2011 Derivative assets at fair value $ -- $1,115 $ -- $1,115 Derivative liabilities at fair value $ -- $1,305 $ 10 $1,315
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL $ in millions ------- ------- ------- ------ December 31, 2010 Derivative assets at fair value $ -- $1,530 $ 1 $1,531 Derivative liabilities at fair value $ -- $1,578 $ -- $1,578
60 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 6. FAIR VALUE MEASUREMENTS (CONTINUED) The following tables present changes during the years ended December 31, 2011 and 2010 in Level 3 derivative assets and liabilities measured at fair value on a gross basis, before counterparty and cash collateral netting.
2011 2010 -------------- -------------- DERIVATIVE DERIVATIVE (LIABILITIES)/ (LIABILITIES)/ $ in millions ASSETS ASSETS -------------- -------------- Balance at beginning of year $ 1 $ (1) Total gains or losses (realized/unrealized) Included in net income -- -- Included in surplus (11) 2 Purchases, issuances and settlements -- -- Transfers into Level 3 -- -- Transfers out of Level 3 -- -- -------- --------- Balance at end of year $ (10) $ 1 ======== =========
For the years ending December 31, 2011 and 2010, the Company did not have any financial instruments for which it was not practicable to estimate their fair value. 61 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 7. ANALYSIS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT LIABILITIES BY WITHDRAWAL CHARACTERISTICS The withdrawal characteristics of annuity actuarial reserves and deposit-type contract funds and other liabilities without life contingencies as of December 31, 2011 and 2010 are as follows:
Separate Separate Account Account General with Non- % of $ in millions Account Guarantees guaranteed Total Total -------- ---------- ---------- -------- ------- December 31, 2011 Subject to discretionary withdrawal - With fair value adjustment $ 240 $ 36 $ -- $ 276 3.00% - At book value less current surrender charge of 5% or more 424 -- -- 424 4.61 - At fair value -- -- -- -- -------- --------- --------- -------- ------- Total with adjustment or at fair value 664 36 -- 700 7.61% - At book value without adjustment (minimal or no charge or adjustment) 1,431 -- -- 1,431 15.55 Not subject to discretionary withdrawal 7,073 -- -- 7,073 76.84 -------- --------- --------- -------- ------- Total (gross) 9,168 36 -- 9,204 100.00% ======= Reinsurance ceded (333) -- -- (333) -------- --------- --------- -------- Total (net) $ 8,835 $ 36 $ -- $ 8,871 ======== ========= ========= ========
Separate Separate Account Account General with Non- % of $ in millions Account Guarantees guaranteed Total Total -------- ---------- ---------- -------- ------- December 31, 2010 Subject to discretionary withdrawal - With fair value adjustment $ 266 $ 42 $ -- $ 308 2.79% - At book value less current surrender charge of 5% or more 434 -- -- 434 3.93 - At fair value -- -- -- -- -------- --------- --------- -------- ------- Total with adjustment or at fair value 700 42 -- 742 6.72% - At book value without adjustment (minimal or no charge or adjustment) 1,451 -- -- 1,451 13.15 Not subject to discretionary withdrawal 8,846 -- -- 8,846 80.13 -------- --------- --------- -------- ------- Total (gross) 10,997 42 -- 11,039 100.00% ======= Reinsurance ceded (339) -- -- (339) -------- --------- --------- -------- Total (net) $ 10,658 $ 42 $ -- $ 10,700 ======== ========= ========= ========
62 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 8. SEPARATE ACCOUNTS SEPARATE ACCOUNT ACTIVITY The Company utilizes separate accounts to record and account for assets and liabilities for particular lines of business and/or transactions. For the current reporting year, the Company reported assets and liabilities from certain fixed annuity products in a separate account. In accordance with the products/transactions recorded within the separate account, some assets are considered legally insulated whereas others are not legally insulated from the general account. The legal insulation of the separate account assets prevents such assets from being generally available to satisfy claims resulting from the general account. As of December 31, 2011 and 2010 the Company's separate account statement did not include any legally insulated assets. The Company's separate account assets include Sterling Select products with the excess interest adjustment feature that are issued in certain states. As of December 31, 2011 and 2010, separate account assets were $134.4 million and $201.9 million, respectively. The Company does not have separate account liabilities that are guaranteed by the general account. The Company does not engage in securities lending transactions within the separate account. GENERAL NATURE AND CHARACTERISTICS OF SEPARATE ACCOUNT BUSINESS The Company has a non-unitized separate account for fixed annuity contracts issued in certain states that contain market-value-adjustment provisions. All liabilities currently in the separate account are non-indexed with guaranteed crediting rates of less than 4%. 63 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 8. SEPARATE ACCOUNTS (CONTINUED) Information regarding the separate accounts at and for the years ended December 31, 2011 and 2010 is as follows:
$ in millions 2011 2010 ------- ------- Premiums, considerations, deposits received during the year $ -- -- ======= ======= Reserves: For accounts with assets at fair value $ 36 $ 42 ------- ------- Total reserves $ 36 $ 42 ======= ======= By withdrawal characteristics: Subject to discretionary withdrawal: With fair value adjustment $ 36 $ 42 At fair value -- -- At book value with current surrender charge of 5% or more -- -- At book value with current surrender charge of less than 5% -- -- ------- ------- Subtotal 36 $ 42 Not subject to discretionary withdrawal Provisions -- -- ------- ------- Total reserves $ 36 42 ======= =======
RECONCILIATION OF NET TRANSFERS TO OR (FROM) SEPARATE ACCOUNTS A reconciliation of net transfers from the separate accounts for the years ended December 31, 2011 and 2010 is as follows:
$ in millions 2011 2010 ------- ------ Transfers as reported in the Summary of Operations of the Statutory Statement of Separate Accounts: Transfers to Separate Accounts $ -- $ -- Transfers from Separate Accounts (8) (15) ------- ------ Net transfers from Separate Accounts (8) (15) Reconciling Adjustments: Net gain from operations of non-unitized Separate Accounts -- 6 ------- ------ Net transfers from Separate Accounts $ (8) $ (9) ======= ======
64 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 9. REINSURANCE The Company has ceded all of its life insurance mortality risk. With respect to its reinsurance agreements, the Company could become liable for all obligations of the reinsured policies if the reinsurers were to become unable to meet the obligations assumed under the respective reinsurance agreements. The Company monitors its credit exposure with respect to these agreements. However, due to the high credit ratings of the reinsurers, such risks are considered to be minimal. The Company does not have any reinsurance agreements in effect under which the reinsurer may unilaterally cancel any reinsurance for reasons other than for nonpayment of premium or other similar credits. The Company has no reinsurance agreements in effect such that the amount of losses paid or accrued through the statement date may result in a payment to the reinsurer of amounts which, in aggregate and allowing for offset of mutual credits from other reinsurance agreements with the same reinsurer, exceed the total revenue collected under the reinsured policies. Significant reinsurance amounts reflected in these statutory financial statements at December 31, 2011 and 2010 are as follows:
$ in millions 2011 2010 -------- -------- Contingent liability with respect to reinsurance ceded $ 539 $ 550 Life insurance in force ceded 1,077 1,158
Significant reinsurance transactions reflected in the statutory financial statements for the years ended December 31, 2011 and 2010 are as follows:
$ in millions 2011 2010 ------ ------ Ceded life insurance premiums netted against total premiums $ 11 $ 12 Ceded annuity insurance premiums netted against total premiums 2 3 Ceded accident and health insurance premiums netted against total premiums -- --
65 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES The components of the DTAs and DTLs recognized in the statutory statement of admitted assets, liabilities and capital and surplus at December 31, 2011 and 2010 are as follows:
$ in millions 2011 --------------------------- DESCRIPTION ORDINARY CAPITAL TOTAL ----------- -------- -------- ------- Gross deferred tax assets $ 236 $ 1,057 $ 1,293 Statutory valuation allowance -- (988) (988) -------- -------- ------- Adjusted gross deferred tax assets 236 69 305 Gross deferred tax liabilities (59) (32) (91) -------- -------- ------- Net deferred tax asset/(liability) before admissibility tests 177 37 214 Deferred tax asset nonadmitted (122) (36) (158) -------- -------- ------- Net admitted deferred tax asset $ 55 $ 1 $ 56 ======== ======== ======= Admitted pursuant to SSAP 10R Admitted pursuant to para.10.a. $ -- $ -- $ -- Admitted pursuant to para.10.b. 14 -- 14 Admitted pursuant to para.10.b.i. 14 -- 14 Admitted pursuant to para.10.b.ii xxx xxx 388 Admitted pursuant to para.10.c. 59 32 91 -------- -------- ------- Net admitted pursuant to SSAP 10R (para.10.a.,b.,c.) $ 73 $ 32 $ 105 ======== ======== ======= Admitted pursuant to SSAP 10R Admitted pursuant to para.10.e.i. $ -- $ -- $ -- Admitted pursuant to para.10.e.ii. 55 1 56 Admitted pursuant to para.10.e.ii.(a) 55 1 56 Admitted pursuant to para.10.e.ii.(b) xxx xxx 582 Admitted pursuant to para.10.e.iii. 59 32 91 -------- -------- ------- Net admitted pursuant to SSAP 10R (para.10.e.) $ 114 $ 33 $ 147 ======== ======== ======= Total adjusted capital - SSAP 10R, para.10.d. $ xxx $ xxx $ 3,375 Authorized control level RBC - SSAP 10R, para.10.d. $ xxx $ xxx $ 308
66 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED)
2010 $ in millions ---------------------------- DESCRIPTION ORDINARY CAPITAL TOTAL ----------- -------- -------- -------- Gross deferred tax assets $ 312 $ 1,072 $ 1,384 Statutory valuation allowance (116) (1,027) (1,143) -------- -------- -------- Adjusted gross deferred tax assets 196 45 241 Gross deferred tax liabilities (1) (64) (65) -------- -------- -------- Net deferred tax asset/(liability) before admissibility tests 195 (19) 176 Deferred tax asset nonadmitted (132) -- (132) -------- -------- -------- Net admitted deferred tax asset $ 63 $ (19) $ 44 ======== ======== ======== Admitted pursuant to SSAP 10R Admitted pursuant to para.10.a. $ -- $ -- $ -- Admitted pursuant to para.10.b. 16 -- 16 Admitted pursuant to para.10.b.i. 16 -- 16 Admitted pursuant to para.10.b.ii xxx xxx 428 Admitted pursuant to para.10.c. 20 46 66 -------- -------- -------- Net admitted pursuant to SSAP 10R (para.10.a.,b.,c.) $ 36 $ 46 $ 82 ======== ======== ======== Admitted pursuant to SSAP 10R Admitted pursuant to para.10.e.i. $ -- $ -- $ -- Admitted pursuant to para.10.e.ii. 43 1 44 Admitted pursuant to para.10.e.ii.(a) 43 1 44 Admitted pursuant to para.10.e.ii.(b) xxx xxx 642 Admitted pursuant to para.10.e.iii. 21 44 65 -------- -------- -------- Net admitted pursuant to SSAP 10R (para.10.e.) $ 64 $ 45 $ 109 -------- -------- ======== Total adjusted capital - SSAP 10R, para.10.d. $ xxx $ xxx $ 4,265 Authorized control level RBC - SSAP 10R, para.10.d. $ xxx $ xxx $ 468
67 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED)
CHANGE DURING 2011 $ in millions ------------------------- DESCRIPTION ORDINARY CAPITAL TOTAL ----------- -------- ------- ------- Gross deferred tax assets $ (76) $ (15) $ (91) Statutory valuation allowance 116 39 155 ------- ------- ------- Adjusted gross deferred tax assets 40 24 64 Gross deferred tax liabilities (58) 32 (26) ------- ------- ------- Net deferred tax asset/(liability) before admissibility tests (18) 56 38 Deferred tax asset nonadmitted 10 (36) (26) ------- ------- ------- Net admitted deferred tax asset $ (8) $ 20 $ 12 ======= ======= ======= Admitted pursuant to SSAP 10R Admitted pursuant to para.10.a. $ -- $ -- $ -- Admitted pursuant to para.10.b. (2) -- (2) Admitted pursuant to para.10.b.i. (2) -- (2) Admitted pursuant to para.10.b.ii xxx xxx (40) Admitted pursuant to para.10.c. 39 (14) 25 ------- ------- ------- Net admitted pursuant to SSAP 10R (para.10.a.,b.,c.) $ 37 $ (14) $ 23 ======= ======= ======= Admitted pursuant to SSAP 10R Admitted pursuant to para.10.e.i. $ -- $ -- $ -- Admitted pursuant to para.10.e.ii. 12 -- 12 Admitted pursuant to para.10.e.ii.(a) 12 -- 12 Admitted pursuant to para.10.e.ii.(b) xxx xxx (60) Admitted pursuant to para.10.e.iii. 38 (12) 26 ------- ------- ------- Net admitted pursuant to SSAP 10R (para.10.e.) $ 50 $ (12) $ 38 ------- ------- ======= Total adjusted capital - SSAP 10R, para.10.d. $ xxx $ xxx $ (890) Authorized control level RBC - SSAP 10R, para.10.d. $ xxx $ xxx $ (160)
68 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED) The Company has met the necessary RBC levels to be able to admit the increased amount of DTAs under SSAP 10R, and an election has been made to admit DTAs pursuant to SSAP 10R, which is the same election made for the previous year. The Company recorded an increase in admitted DTAs as the result of its election to employ the provisions of paragraph 10.e. as follows:
2011 $ in millions ------------------------------ DESCRIPTION ORDINARY CAPITAL TOTAL ----------- --------- ---------- --------- Increase admitted DTAs $ 41 $ 1 $ 42
2010 ------------------------------ DESCRIPTION ORDINARY CAPITAL TOTAL ----------- --------- --------- --------- Increase admitted DTAs $ 28 $ (1) $ 27
CHANGE DURING 2011 ------------------------------ DESCRIPTION ORDINARY CAPITAL TOTAL ----------- --------- ---------- --------- Increase admitted DTAs $ 13 $ 2 $ 15
The following table provides the Company's admitted DTAs, admitted assets, statutory surplus, and total adjusted capital in the RBC calculation with the DTAs calculated under SSAP No. 10, "Income Taxes" ("SSAP 10") paragraphs 10(a) to (c), and the increased balances resulting from application of SSAP 10R, paragraph 10.e., at December 31, 2011 and 2010:
2011 ------------------------------- $ in millions ORDINARY CAPITAL TOTAL ---------- ---------- --------- SSAP 10R, Paragraphs 10.a.--10.c. Admitted net DTAs $ 14 $ -- $ 14 Admitted assets xxx xxx 13,783 Adjusted statutory surplus xxx xxx 3,878 Adjusted capital--DTAs xxx xxx 14 Increase in balances due to SSAP 10R, Paragraph 10.e. Admitted net DTAs $ 41 $ 1 $ 42 Admitted assets xxx xxx 42 Statutory surplus xxx xxx 42
2010 ------------------------------- $ in millions ORDINARY CAPITAL TOTAL ---------- ---------- --------- SSAP 10R, Paragraphs 10.a.--10.c. Admitted net DTAs $ 16 $ -- $ 16 Admitted assets xxx xxx 17,306 Adjusted statutory surplus xxx xxx 4,283 Adjusted capital--DTAs xxx xxx 16
69 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED) Increase in balances due to SSAP 10R, Paragraph 10.e. Admitted net DTAs $ 28 $ (1) $ 27 Admitted assets xxx xxx 27 Statutory surplus xxx xxx 27
CHANGE DURING 2011 ------------------------ $ in millions ORDINARY CAPITAL TOTAL -------- ------- ------- SSAP 10R, Paragraphs 10.a.--10.c. Admitted net DTAs $ (2) $ -- $ (2) Admitted assets xxx xxx (3,523) Adjusted statutory surplus xxx xxx (405) Adjusted capital--DTAs xxx xxx (2) Increase in balances due to SSAP 10R, Paragraph 10.e. Admitted net DTAs $ 13 $ 2 $ 15 Admitted assets xxx xxx 15 Statutory surplus xxx xxx 15
The following table shows the percent of adjusted gross DTAs and net admitted DTAs that are due to tax-planning strategies at December 31, 2011:
2011 ------------------------- DESCRIPTION ORDINARY CAPITAL TOTAL ----------- -------- ------- ------- Adjusted gross DTAs 0% 1% 1% Net Admitted DTAs 0% 4% 4%
The Company had no unrecorded deferred tax liabilities. The components of current tax expense for the years ended December 31, 2011 and 2010 are as follows: CURRENT INCOME TAXES:
2011 2010 CHANGE $ in millions ----- ----- ------ Federal income tax on the net gains from operations $ (23) $ (48) $ 25 Foreign tax -- -- -- ----- ----- ----- Subtotal $ (23) $ (48) $ 25 Federal income tax on net realized capital gains (losses) $ 3 $ -- $ 3 Utilization of capital loss carry-forwards (45) (12) (33) Federal income tax expense on Surplus Adjustment -- -- -- Other, including prior year adjustments (1) (52) 51 ----- ----- ----- Federal and foreign income taxes incurred $ (66) $(112) $ 46 ===== ===== =====
70 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED) The tax effects of temporary differences that give rise to significant portions of the DTAs and DTLs at December 31, 2011 and 2010 are as follows: DEFERRED TAX ASSETS:
2011 2010 CHANGE $ in millions ------ ------- ------ ORDINARY Policyholder reserves $ 38 $ 32 $ 6 Investments, including unrealized gain/loss 15 20 (5) Deferred acquisition costs 1 2 (1) Compensation and benefits accrual 37 41 (4) Receivables--Non-admitted 12 97 (85) Net operating loss carry-forward 9 -- 9 Tax credit carry-forwards 124 116 8 Other -- 4 (4) ------ ------- ---- Subtotal $ 236 $ 312 $(76) Statutory valuation allowance adjustment -- (116) 116 Non-admitted (122) (132) 10 ------ ------- ---- Admitted ordinary deferred tax assets $ 114 $ 64 $ 50 ====== ======= ==== 2011 2010 CHANGE $ in millions ------ ------- ------ CAPITAL Investments, including unrealized gain/loss $ 376 $ 349 $ 27 Net capital loss carry-forward 681 723 (42) Real estate -- -- -- Other -- -- -- ------ ------- ---- Subtotal $1,057 $ 1,072 $(15) Statutory valuation allowance adjustment $ (988) $(1,027) $ 39 Non-admitted (36) -- (36) ------ ------- ---- Admitted capital deferred tax assets $ 33 $ 45 $(12) ------ ------- ---- Admitted deferred tax assets $ 147 $ 109 $ 38 ====== ======= ====
71 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED) DEFERRED TAX LIABILITIES:
2011 2010 CHANGE $ in millions ---- ---- ------ ORDINARY Investments, including unrealized gain/loss $59 $ 1 $ 58 Fixed assets -- -- -- Other -- -- -- --- --- ---- Subtotal $59 $ 1 $ 58 CAPITAL Investments, including unrealized gain/loss $32 $64 $(32) --- --- ---- Subtotal $32 $64 $(32) --- --- ---- Admitted deferred tax liabilities $91 $65 $ 26 --- --- ---- Net deferred assets/liabilities $56 $44 $ 12 === === ====
The changes in net deferred income taxes at December 31, 2011 and 2010 are comprised of the following: This analysis is exclusive of the change in non-admitted DTAs as the change in non-admitted assets is reported separately from the change in net deferred income taxes in the statutory statement of changes in capital and surplus of the statutory financial statements.
$ in millions 2011 2010 CHANGE ------ ------ ------ Total adjusted deferred tax assets $1,293 $1,384 $ (91) Total deferred tax liabilities (91) (65) (26) ------ ------ ----- Net adjusted deferred tax asset (liability) $1,202 $1,319 $(117) ====== ====== Tax effect on unrealized gains and losses (26) ----- Change in net deferred income tax for reconciliation below $(143) Change in valuation allowance on gross DTA 155 ----- Subtotal change Tax 12 Impact of SSAP 10R incremental DTA 15 ----- Equals: Total Change in deferred income tax $ 27 =====
The provision for federal income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before taxes (which includes net gain from operations and net realized capital losses). The significant items causing the difference for the years ending December 31, 2011 and 2010 are as follows: 72 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED)
EFFECTIVE EFFECTIVE 2011 TAX 2010 TAX $ in millions TOTAL RATE TOTAL RATE ----- --------- ----- --------- Income Tax Benefit / Expense at Applicable Rate $(386) 35.0% $ (88) 35.0% Partnership (SAAH LLC) 29 (2.6) (9) 3.4 Dividends from Affiliates -- -- -- -- Amortization of IMR 7 (0.7) 10 (4.0) Partnership Change in Unrealized (included in current) 7 (0.6) 9 (3.7) Dividends Received Deduction -- -- -- -- Nondeductible Expenses -- -- -- (0.2) Gains / Losses on Futures -- -- -- -- State Taxes -- -- (4) 1.5 Tax Credits (7) 0.7 (39) 15.4 Adjustment to Prior Year Tax Liability (6) 0.5 (2) 1.0 State RTP in total RTP -- -- -- -- Remediation 16 (1.5) (9) 3.4 Partnerships and capital contributions (12) 1.1 (80) 31.7 IRS Audit Adjustment (22) 2.0 (6) 2.6 Cumulative Effect Adjustment related to SSAP 43R -- -- -- -- Change in Non-Admitted Assets 85 (7.7) (49) 19.3 Bonds change in unrealized (separate account) 3 (0.3) (6) 2.5 Loss on transfer of subsidiary 361 (32.7) -- -- Other Permanent Adjustments 2 (0.2) 1 (0.2) ----- ----- ----- ----- Total Statutory Income Tax Benefit / Expense $ 77 (7.0)% $(272) 107.7% ===== ===== ===== ===== Federal income taxes incurred $ (66) 6.0% $(112) 44.3% Change in net deferred income taxes 143 (13.0) (160) 63.4 ----- ----- ----- ----- Total statutory income taxes $ 77 (7.0)% $(272) 107.7% ===== ===== ===== =====
In general, realization of DTAs depends on a company's ability to generate sufficient taxable income of the appropriate character within the carryforward periods in the jurisdictions in which the net operating losses and deductible temporary differences were incurred. In accordance with the requirements established in SSAP 10R, the Company assessed its ability to realize the DTA of $1.3 billion and concluded that a valuation allowance of $1.0 billion was required at December 31, 2011. Similarly, a valuation allowance of $1.1 billion was required on DTA of $1.4 billion at December 31, 2010. The Company joins in the filing of a consolidated federal income tax return with AIG. The Company has a written agreement with AIG under which each subsidiary agrees to pay AIG an amount equal to the consolidated federal income tax expense multiplied by the ratio that the subsidiary's separate return tax liability bears to the consolidated tax liability, plus one hundred percent of the excess of the subsidiary's separate return tax liability over the allocated 73 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED) consolidated tax liability. AIG agrees to pay each subsidiary for the tax benefits, if any, of net operating losses, net capital losses and tax credits which are not usable by the subsidiary but which are used by other members of the consolidated group. At December 31, 2011, the Company had the following operating loss carry forwards:
Amount Year Expires $ in millions ------- ------------ 2010 $ 25 2016 2011 -- 2017 ------- Total $ 25 =======
At December 31, 2011, the Company had the following capital loss carry forwards:
Amount Year Expires $ in millions ------ ------------ 2007 $ -- 2013 2008 1,831 2014 2009 114 2015 2010 -- 2016 2011 -- 2017 ------ Total $1,945 ======
At December 31, 2011, the Company had the following foreign tax credit carry forwards:
Amount Year Expires $ in millions ------ ------------ 2005 $ -- 2016 2006 1 2017 2007 -- 2018 2008 -- 2019 2009 1 2020 2010 1 2021 2011 1 2022 ------ Total $ 4 ======
At December 31, 2011, the Company had the following general business credit carry forwards:
Amount Year Expires $ in millions ------ ------------ 2005 $ 8 2025 2006 6 2026 2007 7 2027 2008 10 2028 2009 24 2029 2010 38 2030 2011 6 2031 ------ Total $ 99 ======
The Company has no deposits admitted under Internal Revenue Code section 6603. 74 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 10. FEDERAL INCOME TAXES (CONTINUED) The following is income tax incurred for 2009, 2010 and 2011 that is available for recoupment in the event of future net losses:
ORDINARY CAPITAL TOTAL $ in millions -------- ------- ----- 2009 $ -- $ -- $ -- 2010 -- -- -- 2011 -- -- -- ----- ----- ----- Total $ -- $ -- $ -- ===== ===== =====
In July 2006, the FASB issued an accounting interpretation that provides guidance for accounting for uncertainty in income tax positions. This interpretation is not applicable to statutory financial statements. However, disclosures similar to those required by this interpretation have been requested by the NAIC. A reconciliation of the beginning and ending balance of the total amounts of gross unrecognized tax benefits is as follows:
2011 2010 $ in millions ----- ----- Gross unrecognized tax benefits at beginning of period $ 35 $ 5 Increases in tax positions for prior years 1 30 Decreases in tax positions for prior years -- -- Increases in tax positions for current year -- -- Lapse in statute of limitation settlement -- -- 1. Settlement -- -- ----- ----- Gross unrecognized tax benefits at end of period $ 36 $ 35 ===== =====
At December 31, 2011 and 2010, the Company's unrecognized tax benefits, excluding interest and penalties, were $33.7 million and $33.7 million, respectively. As of December 31, 2011 and 2010, the amounts of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate were zero. Interest and penalties related to such items were $1.9 million and $1.4 million, respectively for December 31, 2011 and December 31, 2010. The Company is currently under audit by the Internal Revenue Service for calendar years 2004-2005. Although the final outcome of possible issues raised in any future examination are uncertain, the Company believes that any ultimate liability, including interest, will not materially exceed amounts recorded in the financial statements. All years prior to 2004 are no longer subject to audit. 75 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 11. CAPITAL AND SURPLUS Under applicable Arizona insurance laws and regulations, the Company is required to maintain minimum capital and surplus of $500,000. RBC standards are designed to measure the adequacy of an insurer's statutory capital and surplus in relation to the risks inherent in its business. The RBC standards consist of formulas that establish capital requirements relating to assets, insurance, business and interest rate risks. The standards are intended to help identify companies that are under-capitalized and require specific regulatory actions in the event an insurer's RBC is deficient. The RBC formula develops a risk-adjusted target level of adjusted statutory capital and surplus by applying certain factors to various asset, premium and reserve items. Higher factors are applied to more risky items and lower factors are applied to less risky items. Thus, the target level of statutory surplus varies not only as a result of the insurer's size, but also on the risk profile of the insurer's operations. The statutory capital and surplus of the Company exceeded its RBC requirement at December 31, 2011. The Company is subject to insurance regulatory restrictions that limit cash dividends, loans and advances. The maximum amount of dividends which can be paid to stockholders of insurance companies domiciled in the State of Arizona without obtaining the approval of the Insurance Commissioner is limited to the lesser of either 10% of the preceding year's statutory surplus or the net gain from operations, if, after paying the dividend, the Company's capital and surplus would be adequate in the opinion of Arizona Department of Insurance. In calculating net gains from operations, the Arizona Department of Insurance will exclude net realized capital gains and include net realized capital losses. As such, no dividends can be paid by the Company to its stockholders in 2012 without obtaining prior approval from the Arizona Department of Insurance. Additionally, the Company has committed to providing the Arizona Department of Insurance 30 days' prior written notice of any proposed dividends or other distributions to its stockholders and, in effect, has agreed not to make any dividends or distributions without the prior approval of the Arizona Department of Insurance. As noted in Note 2, in 2010, the Company received permission from the Arizona Department of Insurance to restate the additional paid-in surplus and unassigned deficit by the same amount of $3.03 billion. The effective date was September 30, 2010. This permitted practice allows the Company to pay dividends to its ultimate parent without approval from the state insurance department to the extent the Company has ordinary dividend capacity. On April 11, 2011 and June 28, 2011, the Company paid extraordinary cash dividends of $230.0 million and $150.0 million, respectively, to the Parent. The Company did not pay any dividends for the year ended December 31, 2010. 76 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 11. CAPITAL AND SURPLUS (CONTINUED) Capital distributions and contributions received or accrued by the Company in 2011 and 2010 were as follows:
2011 2010 $ in millions ----- ---- Contribution related to variable compensation $ 6 $ 3 Distribution of FSA to the Parent (735) -- ----- --- Total (decrease)/increase in paid-in capital $(729) $ 3 ===== ===
Unassigned Surplus has been decreased at December 31, 2011 and 2010 by the following:
2011 2010 $ in millions ----- ------- Cumulative unrealized capital gains and losses $(658) $(1,686) Cumulative unrealized foreign exchange capital gains and losses (2) (25) Non-admitted asset values (306) (565) Asset valuation reserve (435) (386)
77 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 12. RETIREMENT PLANS, DEFERRED COMPENSATION, POSTEMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AND OTHER POSTRETIREMENT BENEFIT PLANS The Company does not directly sponsor any defined benefit or defined contribution plans, and does not participate in any multi-employer plans. EMPLOYEE RETIREMENT PLAN Employees of AIG, its subsidiaries and certain affiliated companies, including employees in foreign countries, are generally covered under various funded and insured pension plans. Eligibility for participation in the various plans is based on either completion of a specified period of continuous service or date of hire, subject to age limitation. The AIG Retirement Plan (the "AIG U.S. Plan") is a qualified, non-contributory defined benefit retirement plan which is subject to the provisions of the Employee Retirement Income Security Act ("ERISA") of 1974. All employees of AIG and most of its subsidiaries and affiliates who are regularly employed in the United States, including certain U.S. citizens employed abroad on a U.S. dollar payroll, and who have attained age 21 and completed twelve months of continuous service are eligible to participate in this plan. An employee with 5 or more years of service is entitled to pension benefits beginning at normal retirement at age 65. Benefits are based upon a percentage of average final compensation multiplied by years of credited service limited to 44 years of credited service. The average final compensation is subject to certain limitations. The employees may elect certain options with respect to their receipt of their pension benefits including a joint and survivor annuity. An employee with 10 or more years of service may retire early from age 55 to 64. An early retirement factor is applied resulting in a reduced benefit. If an employee terminates with less than 5 years of service, such employee forfeits his or her right to receive any accumulated pension benefits. The Company is jointly and severally responsible with AIG and other participating companies for funding obligations for the AIG U.S. Plan, ERISA qualified defined contribution plans and ERISA plans issued by other AIG subsidiaries (the "ERISA Plans"). If the ERISA Plans do not have adequate funds to pay obligations due participants, the Pension Benefit Guaranty Corporation or Department of Labor could seek payment of such amounts from the members of the AIG ERISA control group, including the Company. Accordingly, the Company is contingently liable for such obligations. The Company believes that the likelihood of payment under any of these plans is remote. Accordingly, the Company has not established any liability for such contingencies. Annual funding requirements are determined based on the "traditional unit credit" cost method. The objective under this method is to fund each participant's benefit under the plan as it accrues. Thus, the total pension to which each participant is expected to become entitled at retirement is broken down into units, each associated with a year of past or future credited service. 78 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 12. RETIREMENT PLANS, DEFERRED COMPENSATION, POSTEMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AND OTHER POSTRETIREMENT BENEFIT PLANS (CONTINUED) Effective April 1, 2012, the AIG U.S. Plan and AIG Excess plans was be converted from final average pay to cash balance formulas comprised of pay credits based on 6 percent of a plan participant's annual compensation (subject to IRS limitations for the qualified plan) and annual interest credits However, employees satisfying certain age and service requirements remain covered under the final average pay formula in the respective plans. The following table sets forth the funded status of the AIG U.S. Plan, valued in accordance with SSAP No. 89, "Accounting for Pensions" ("SSAP 89") as of December 31, 2011 and 2010:
2011 2010 $ in millions -------- -------- Fair value of plan assets $ 3,433 $ 3,425 Less projected benefit obligation 4,220 3,575 -------- -------- Funded status $ (787) $ (150) ======== ========
The weighted average assumptions that were used to determine its pension benefit obligations as of December 31, 2011 and 2010 are set forth in the table below:
2011 2010 ----------------- ----------------- Discount rate 4.62% 5.50% Rate of compensation increase (average) 4.00% 4.00% Measurement date December 31, 2011 December 31, 2010
In 2011 and 2010, AIG allocated defined benefit expenses to the Company and its affiliates. The Company's allocated share of net expense for the AIG U.S. Plan was approximately $0.2 million and $0.2 million for 2011 and 2010, respectively. The American General Corporation ("AGC") retirement plan was merged into the AIG U.S. Plan effective January 1, 2002. Benefits for AGC participants were changed effective January 1, 2003 to be substantially similar to the AIG U.S. Plan's benefits subject to grandfathering requirements. The Company's employees began participation and accruing benefits in the AIG U.S. Plan commencing January 1, 2003. Vesting in the AIG plan begins on the later of January 1, 1999 or the date of hire. The 2010 AIG U.S. Plan information reflects the impact of divestitures of A. I. Credit Corp P & C segment ("AI Credit P&C"), AIG Global Asset Management Holdings Corp. et al ("Bridge"), American Life Insurance Company et al ("ALICO") and American General Finance et al ("AGF") during 2010. AIG also sponsors several unfunded nonqualified defined benefit plans for certain employees, including key executives, designed to supplement pension benefits provided by AIG's other retirement plans. These include the AIG Excess Retirement Income Plan, which provides a benefit equal to the reduction in benefits payable to certain employees under the AIG U.S. Plan as a result of federal tax limitations on compensation and benefits payable, and the Supplemental 79 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 12. RETIREMENT PLANS, DEFERRED COMPENSATION, POSTEMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AND OTHER POSTRETIREMENT BENEFIT PLANS (CONTINUED) Executive Retirement Plan ("SERP"), which provides additional retirement benefits to designated executives. The results in this footnote do not include the nonqualified plans. POSTRETIREMENT BENEFIT PLANS AIG's U.S. postretirement medical and life insurance benefits are based upon the employee electing immediate retirement and having a minimum of 10 years of service. Retirees and their dependents that were 65 years old by May 1, 1989 participate in the medical plan at no cost. Employees who retired after May 1, 1989 or prior to January 1, 1993 pay the active employee premium if under age 65 and 50 percent of the active employee premium if over age 65. Retiree contributions are subject to adjustment annually. Other cost sharing features of the medical plan include deductibles, coinsurance and Medicare coordination. The maximum life insurance benefit prior to age 70 is $32,500, with a maximum $25,000 thereafter. Effective January 1, 1993 both plans' provisions were amended: employees who retire after January 1, 1993 are required to pay the actual cost of the medical insurance benefit premium reduced by a credit which is based upon years of service at retirement. The life insurance benefit varies by age at retirement from $5,000 for retirement at ages 55 through 59 and $10,000 for retirement at ages 60 through 64 and $15,000 from retirement at ages 65 and over. AIG's U.S. postretirement medical and life insurance benefits obligations, valued in accordance with Statement of Statutory Accounting Principles No. 14, "Postretirement Benefits Other Than Pensions", as of December 31, 2011 and 2010 were $202.0 million and $202.4 million, respectively. These obligations are not currently funded. The Company's allocated share of other postretirement benefit plan expenses were $0 for the years ended December 31, 2011 and 2010. Amounts for four Puerto Rico postretirement medical plans have also been included in the 2011 and 2010 figures. The 2010 postretirement medical plan information reflects the impact of divestiture of AI Credit P&C, Bridge, ALICO and AGF during 2010. Effective April 1, 2012, the Company subsidy for the retiree medical plan will only be provided to employees whose combination of age and credited service is equal to or greater than 65 points, who are at least age 55, and have at least 5 years of credited service as of March 31, 2012. The retiree plan will only provide access to coverage for all other retirees, but the Company subsidy will no longer be available to them. As sponsor of the AIG U.S. Plan and other postretirement and defined contribution benefit plans, AIG is ultimately responsible for the conduct of these plans. The Company is not directly liable for obligations under the plan; its direct obligations result from AIG's allocation of its share of expenses from the plans. Such allocation is based on the Company's payroll. 80 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 12. RETIREMENT PLANS, DEFERRED COMPENSATION, POSTEMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AND OTHER POSTRETIREMENT BENEFIT PLANS (CONTINUED) OTHER Some of the Company's officers and key employees receive share-based compensation pursuant to awards granted under the AIG 2010 Stock Incentive Plan, including share-based cash settled awards such as the Stock Salary and Troubled Asset Relief Program Restricted Stock Unit ("TARP RSU") Awards, and several other legacy AIG-sponsored employee compensation plans that are linked to AIG common stock. Share-based cash settled awards are recorded as liabilities until the final payout is made or the award is replaced with a stock-settled award. Unlike stock-settled awards, which have a fixed grant-date fair value (unless the award is subsequently modified), the fair value of unsettled or unvested liability awards is remeasured at the end of each reporting period based on the change in fair value of one share of AIG common stock. Legacy plans for which awards were still outstanding at December 31, 2011 include the AIG 1999 Stock Option Plan, as amended, AIG 2002 Stock Incentive Plan, as amended under which AIG has issued time-vested restricted stock units and performance restricted stock units and the AIG 2007 Stock Incentive Plan, as amended. During 2011 and 2010, AIG allocated to the Company compensation expense totaling $0.2 million and $0.4 million, respectively, related to stock options and restricted stock units granted under these plans. In December 2009, AIG established the Long Term Incentive Plan under which management employees were offered the opportunity to receive additional compensation in the form of cash and stock appreciation rights ("SARs") if certain performance metrics are met. During 2011 and 2010, AIG allocated $0.2 million and $0.8 million, respectively, for expenses incurred under this plan. In addition to several small defined contribution plans, AIG sponsors a voluntary savings plan for U.S. employees, (the "AIG Incentive Savings Plan"), which provides for salary reduction contributions by employees and matching U.S. contributions by AIG of up to 7 percent of annual salary depending on the employees' years of service and subject to certain compensation limits. The Company's allocated pre-tax expense associated with this plan was $0.1 million and $0.1 million in 2011 and 2010, respectively. Effective January 1, 2012, the AIG Incentive Savings Plan was amended to change the company matching contribution to 100 percent of the first 6 percent of participant contributions and to allow all employees to contribute up the annual IRS contribution maximum of $17,000. Starr International Company, Inc. ("SICO") has provided a series of two-year Deferred Compensation Profit Participation Plans ("SICO Plans") to certain employees of AIG, its subsidiaries and affiliates. The SICO Plans came into being in 1975 when the voting shareholders and Board of Directors of SICO, a private holding company whose principal asset is AIG common stock, decided that a portion of the capital value of SICO should be used to provide an incentive plan for the current and succeeding managements of all American International companies, including the Company. None of the costs of the various benefits provided under the SICO Plans has been paid by the Company, although the Company has recorded a charge to net gain from operations for the 81 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 12. RETIREMENT PLANS, DEFERRED COMPENSATION, POSTEMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AND OTHER POSTRETIREMENT BENEFIT PLANS (CONTINUED) deferred compensation amounts paid to employees of the Company and affiliates by SICO and allocated to the Company, with an offsetting entry to additional paid-in capital reflecting amounts deemed contributed by SICO. The SICO Plans provide that shares currently owned by SICO may be set aside by SICO for the benefit of the participant and distributed upon retirement. The SICO Board of Directors currently may permit an early payout under certain circumstances. Prior to payout, the participant is not entitled to vote, dispose of or receive dividends with respect to such shares, and shares are subject to forfeiture under certain conditions, including but not limited to the participant's voluntary termination of employment with AIG or its subsidiaries prior to normal retirement age. Under the SICO Plans, SICO's Board of Directors may elect to pay a participant cash in lieu of shares of AIG common stock. Following notification from SICO to participants in the SICO Plans that it will settle specific future awards under the SICO Plans with shares rather than cash, the Company modified its accounting for the SICO Plans from variable to fixed measurement accounting, although variable accounting will continue to be applied where SICO makes cash payments pursuant to elections made prior to March 2005. The Company gave effect to this change in settlement method beginning on December 9, 2005, the date of SICO's notice to the SICO Plans' participants. Compensation with respect to the SICO Plans was an expense of $17,000 and $15,000 for the years ended December 31, 2011 and 2010, respectively, and is included in aggregate write-ins for deductions in the statutory statement of operations and an increase to paid in and contributed surplus. Capital contributions were made to the Company's subsidiaries, SAAL, FSA and SAII, for their SICO plan expenses of $205,000, $21,000 and $153,000, respectively, in 2011. Capital contributions were made to the Company's subsidiaries, SAAL, FSA and SAII for their SICO plan expenses of $162,000, $19,000 and $18,000, respectively, in 2010. The Company recorded capital contributions from the Parent of $396,000 and $214,000 in 2011 and 2010, respectively. POST-EMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AIG has certain benefits provided to inactive employees who are not retirees. Certain of these benefits are insured and expensed currently; other expenses are provided for currently. Such expenses include long-term disability benefits, medical and life insurance continuation and Consolidated Omnibus budget Reconciliation Act ("COBRA") medical subsidies. The costs of these plans are borne by AIG and its participating subsidiaries. IMPACT OF MEDICARE MODERNIZATION ACT ON POST RETIREMENT BENEFITS On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was signed into law. The postretirement medical plan benefits provided by the plan are actuarially equivalent to Medicare Part D under the 2003 Medicare Act and eligible for the federal subsidy. Effective January 1, 2007, this subsidy is passed onto the participants through reduced contributions. The expected amount of subsidy that AIG will receive for 2011 is $3.1 million. 82 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 13. DEBT FEDERAL HOME LOAN BANK OF SAN FRANCISCO ("FHLB OF SAN FRANCISCO") AGREEMENTS In 2011, the Company became a member of the FHLB of San Francisco. Membership with the FHLB provides the Company with collateralized borrowing opportunities, primarily as an additional source of contingent liquidity. At December 31, 2011, the statement value of the Company's ownership in FHLB of San Francisco stock was $25.0 million and was reported as common stock. Pursuant to the membership terms, the Company has also pledged such stock to the FHLB of San Francisco as additional collateral for the Company's obligations under agreements entered into with the FHLB of San Francisco. 14. LEASES The Company has various lease agreements for its primary and secondary office locations. These facilities are also occupied by other affiliates, which are allocated a substantial percentage of the net costs, in accordance with cost sharing agreements. These lease obligations ultimately expire in 2013, with remaining commitments over this term amounting to approximately $16.7 million at December 31, 2011. Rental expenses for the years ended December 31, 2011 and 2010 were $9.6 million and $9.2 million, respectively. The minimum rental commitments for the next five years are as follows:
OPERATING LEASES $ in millions --------- 2012 $10 2013 7 --- Total $17 ===
The Company is also party to a lease entered into by three of its affiliates for office space used by such affiliates. The Company could become liable for up to approximately $5.1 million of payments over five years should the affiliates fail to meet their obligations. 83 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 15. COMMITMENTS AND CONTINGENT LIABILITIES The Company had commitments to provide funding to various limited partnerships and limited liability companies totaling $109.9 million and $138.4 million for the periods ending December 31, 2011 and 2010, respectively. The commitments to invest in limited partnerships and other funds are called at the discretion of each fund, as needed and subject to the provisions of such fund's governing documents, for funding new investments, follow-on investments and/or fees and other expenses of the fund. The $109.9 million of the total commitments at December 31, 2011 are currently expected to expire by 2012 based on the expected life cycle of the related fund and the Company's historical funding trends for such commitments. The Company had no direct commitments related to Low-Income Housing Tax Credits ("LIHTC") property investments although certain subsidiaries had such commitments. All fifty states and the District of Columbia have laws requiring solvent life insurance companies, through participation in guaranty associations, to pay assessments to protect the interests of policyholders of insolvent life insurance companies. These state insurance guaranty associations generally levy assessments, up to prescribed limits, on member insurers in a particular state based on the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer engaged. Such assessments are used to pay certain contractual insurance benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company accrues liabilities for guaranty fund assessments when an assessment is probable and can be reasonably estimated. The Company estimates the liability using the latest information available from the National Organization of Life and Health Insurance Guaranty Associations. While the Company cannot predict the amount and timing of any future guaranty fund assessments, the Company has established reserves it believes are adequate for assessments relating to insurance companies that are currently subject to insolvency proceedings. The following items pertain to guaranty fund assessments at and for the years ended December 31, 2011 and 2010:
$ in millions 2011 2010 ---- ---- Accrued assessments $5 $5
The Company is unaware of any gain contingencies. The Company has no claims related to extra contractual obligations and bad faith losses stemming from lawsuits. In the ordinary course of business, the Company is obligated to purchase approximately $23 million of asset-backed securities in future periods at December 31, 2011. The expiration date of this commitment is in 2016. As of December 31, 2011, SAAL has two agreements outstanding in which it has agreed to provide liquidity support for certain short-term securities of municipalities and non-profit organizations (collectively, the "short-term securities") by agreeing to purchase such short-term 84 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 15. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED) securities in the event there is no other buyer in the short-term marketplace. In return SAAL receives a fee. Additionally, SAAL guarantees the payment of these securities upon redemption. One of these commitments was extended to expire on December 1, 2012, and the other commitment is scheduled to expire on October 1, 2022. The outstanding commitments may be extended beyond their stated maturities. The Company has participation agreements with SAAL under which the Company shares in a portion of these liabilities in exchange for a proportionate percentage of the fees received under these agreements. In September and October 2008, SAAL purchased all of the short-term securities then outstanding pursuant to its obligations under the above-referenced liquidity support agreements. If SAAL is able to re-market these short-term securities, SAAL's obligations under the liquidity support agreements and the Company's obligations under the participation agreements referenced above will continue to inure to the benefit of the purchasers of the re-marketed securities. The short-term securities have a current estimated market value of $16.0 million at December 31, 2011. As of December 31, 2011, SAAL has not re-marketed any of these short-term securities. The Company has entered into credit and short-term financing agreements under which the Company agreed to make loans to various affiliates (See Note 16). The Company has received industry-wide regulatory inquiries, including a multi-state audit covering compliance with unclaimed property laws and a directive from the New York Insurance Department (the "New York Directive") regarding claims settlement practices. In particular, the above referenced multi-state audit seeks to require insurers to use the Social Security Administration Death Master File ("SSDMF") to identify potential deceased insureds notwithstanding that the payee has not presented the Company with a valid claim, to determine whether a death claim is payable, and to take appropriate action. The multi-state audit covers certain policies in force at any time since 1992. The New York Directive generally requires a similar review and action although the time frame under review is different. Although the Company has enhanced its claims practices to include use of the SSDMF, it is possible that the inquiries, audits and other regulatory activity could result in the payment of additional death claims, additional escheatment of funds deemed abandoned under state laws, administrative penalties and interest. The Company believes that it has adequately reserved for such claims as of December 31, 2011, but there can be no assurance that the ultimate cost will not vary, perhaps materially, from its estimate. Additionally, state regulators are considering a variety of proposals that would require life insurance companies to take additional steps to identify unreported deceased policyholders. Various federal, state or other regulatory agencies may from time to time review, examine or inquire into the operations, practices and procedures of the Company, such as through financial examinations, market conduct exams or other regulatory inquiries. Except as discussed above, based on the current status of pending regulatory examinations and inquiries involving the Company, the Company believes it is not likely that these regulatory examinations or inquiries will have a material adverse effect on the statutory statement of assets, liabilities and capital and surplus, the statutory statement of operations or the statutory statement of cash flow of the Company. 85 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 15. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED) The Company invested a total of $490.7 million in WG Trading Company, L.P. ("WG Trading") in two separate transactions. The Company received back a total amount of $567.2 million from these investments. In August 2010, a court-appointed Receiver filed a lawsuit against the Company and other defendants seeking to recover any funds distributed in excess of the entities' investments. The Receiver asserts that WG Trading and WG Trading Investors, L.P. were operated as a "ponzi" scheme. As of December 31, 2011, the Company believes it is not likely that contingent liabilities arising from this lawsuit will have a material adverse effect on the statutory statement of assets, liabilities and capital and surplus, the statutory statement of operations or the statutory statement of cash flow of the Company. Various lawsuits against the Company have arisen in the ordinary course of business. Except as discussed above, the Company believes it is not likely that contingent liabilities arising from litigation, income taxes and other matters will have a material adverse effect on the statutory statement of assets, liabilities and capital and surplus, the statutory statement of operations or the statutory statement of cash flow of the Company. The Company's wholly owned subsidiary, SAAH LLC, has invested and indirectly acquired low-income housing tax credits pursuant to Section 42 of the Internal Revenue Code, as amended (the "federal tax credits"). In July 2010, SAAH LLC sold approximately $745 million in federal tax credits to unaffiliated investors through transactions that involved formation of investment limited partnerships in which SAAH LLC is the general partner. In connection with the sales of the federal tax credits, the Company guaranteed, in favor of the unaffiliated investors, all payment obligations of SAAH LLC in its capacity as the general partner of the investment limited partnerships. SAAH LLC has retained proceeds from sales of the tax credits in an amount reasonably expected to meet its payment obligations as the general partner. Accordingly, the Company currently believes that any calls on its guarantees would be immaterial. 86 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS FINANCING ARRANGEMENTS On September 4, 2008, the Company entered into a short-term financial arrangement with SAAH LLC whereby the Company has the right to borrow up to $200 million from the SAAH LLC. Outstanding borrowings bear interest at a rate equal to the three-month USD-LIBOR rate plus 30 basis points (0.30%) for each interest period. Interest accrued is payable on the 10th calendar day after the end of each quarter and ending on and including September 4, 2009 (unless the short-term financing arrangement is extended in accordance with its terms). This short-term financing arrangement expired as of September 4, 2009. There was no outstanding balance under this agreement at December 31, 2011 or 2010. On September 15, 2006, the Company amended and restated a short-term financial arrangement with SAAH LLC whereby SAAH LLC has the right to borrow up to $200 million from the Company. Outstanding borrowings bear interest at a fluctuating rate per annum (computed on the basis of a 360-day year and the actual days elapsed) equal to the daily Federal Commercial Paper rate, formally known as the Fed H.15 Financial CP 1 day (yield) (the "Fed H.15") (ticker H15F001Y), as calculated every business day by the Federal Reserve Bank and published by Bloomberg. The interest rate for each Advance shall equal the average daily rate of the Fed H.15 for the period in which the relevant Advance is outstanding. There was no outstanding balance under this agreement at December 31, 2011 or 2010. On April 10, 2010, the Company amended and restated a short-term financing arrangement with the Parent (the "Parent Note"), whereby the Parent has the right to borrow up to $520 million from the Company. The principal amount of the Parent Note was originally for $950 million. Interest under the Parent Note is payable on the outstanding daily unpaid principal amount of each advance from the date the advance is made until payment in full, and accrues on a fluctuating rate per annum (computed on the basis of a 360-day year and the actual days elapsed) equal to three-month USD-LIBOR plus 300 basis points (3.0%) for each interest period under the Parent Note; provided however, that at any given time, the three-month USD-LIBOR rate shall not be less than 3.5%. Interest accrued is payable on January 10, April 10, July 10, and October 10 of each year, commencing on July 10, 2010 and ending on and including April 10, 2011 (unless the short-term financing arrangement is extended in accordance with its terms). On January 10, 2009, as required under AIG's credit facility agreement with the New York Fed, the Company and the Parent executed an affiliate subordination agreement in respect to the amended and restated short-term financing arrangement (the "Subordination Agreement"), pursuant to which the Company agreed to subordinate its rights under the short-term financing arrangement in favor of the New York Fed in limited circumstances. As a result of the complete repayment by AIG of all amounts owing under AIG's revolving credit facility with the New York Fed on January 14, 2011, the Subordination Agreement was terminated by the Company and the Parent on February 22, 2011. On April 11, 2011, the Parent repaid the amount borrowed under the Parent Note of $217.5, and by its terms the Parent Note expired. There was no outstanding balance at December 31, 2011. At December 31, 2010, the amount borrowed under the Parent Note was $217.2 million and $217.2 million was recorded as a non-admitted asset. 87 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS (CONTINUED) On July 1, 2011, the Company entered into a short-term financial arrangement with Parent, whereby Parent has the right to borrow up to $100 million from the Company (the "New Parent Note") and the Company will loan to Parent, from time to time, the amount requested by Parent up to the aggregate principal balance of $100 million. Principal amounts borrowed under the New Parent Note may be repaid and re-borrowed, in whole or in part, at any time and from time to time, without penalty. All advances made shall be repaid by Parent in full by no later than the current stated maturity date of December 31, 2012. Interest under the New Parent Note is payable on the outstanding daily unpaid principal amount of each advance from the date the advance is made until payment in full, and shall accrue on a fluctuating rate per annum (computed on the basis of a 360-day year and the actual days elapsed) equal to three-month USD-LIBOR, plus 195 basis points (1.95%) for each interest period. Interest accrued is payable on January 1, April 1, July 1 and October 1 of each year, commencing October 1, 2011 and (unless the maturity date is extended or the New Parent Note is otherwise renewed by the Company) ending on and including December 31, 2012. There was no outstanding balance under this arrangement at December 31, 2011. On June 1, 2009, the Company amended and restated a short-term financing arrangement with the Parent, dated September 26, 2001 (the "Original Note"), whereby the Company has the right to borrow up to $500 million from Parent. The Original Note was amended and restated solely for the purpose of reflecting the name change of Parent from AIG SunAmerica Inc. to AIG Retirement Services, Inc. All terms and conditions set forth in the Original Note remain in effect, including that any advances made under this arrangement must be repaid within 30 days. There was no outstanding balance under this arrangement at December 31, 2011 or 2010. On June 1, 2009, the Company amended and restated a short-term financing arrangement with SAAL, dated February 15, 2004 (the "Original Note"), whereby the Company has the right to borrow up to $500 million from SAAL. The Original Note was amended and restated solely for the purpose of reflecting the name change of AIG SunAmerica Life Assurance Company to SunAmerica Annuity and Life Assurance Company. All terms and conditions set forth in the Original Note remain in effect, including that any advances made under this arrangement must be repaid within 30 days. There was no outstanding balance under this arrangement at December 31, 2011 or 2010. On February 15, 2004, the Company entered into a short-term financial arrangement with SAAL whereby SAAL has the right to borrow up to $500 million from the Company. Any advances made under this agreement must be repaid within 30 days. There was no outstanding balance under this agreement at December 31, 2011 or 2010. On January 20, 2004, the Company entered into a short-term financial arrangement with an affiliate, USL (as successor by merger of FSA into USL, effective December 31, 2011), whereby, the Company has the right to borrow up to $15 million from USL and vice versa. Any advances made under this agreement must be repaid within 30 days. There was no outstanding balance under this agreement at December 31, 2011 or 2010. On December 19, 2001, the Company entered into a short-term financial arrangement with SAII, whereby SAII has the right to borrow up to $500 million from the Company. Any advances made 88 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS (CONTINUED) by SAII under this agreement must be repaid to the Company within 30 days. There was no outstanding balance under this agreement at December 31, 2011 or 2010. On September 26, 2001, the Company entered into a short-term financing arrangement with SAII, whereby the Company has the right to borrow up to $500 million from SAII. Any advances made under this agreement must be repaid within 30 days. There was no outstanding balance under this agreement at December 31, 2011 or 2010. OPERATING AGREEMENTS Pursuant to a Service and Expense Agreement, AIG provides, or causes to be provided, administrative, marketing, investment management, accounting, occupancy, and data processing services to the Company and certain affiliates. AIG affiliates are billed in accordance with Regulation 30, or Regulation 33, as applicable, of the New York Insurance Department, and billed amounts do not exceed the cost to AIG. The agreement also includes a reimbursement to the Company for the use of shared premises, equipment, furniture and fixtures. The net amount paid by the Company for services rendered pursuant to this agreement was $9.5 million and $9.9 million for the years ending December 31, 2011 and 2010, respectively. Amounts payable to affiliates are non-interest bearing and are due on demand. In addition to the reimbursements noted above, Western National Life Insurance Company, an affiliate, is responsible for the administration of the Company's fixed annuity contracts and is reimbursed for the cost of administration. Costs charged to the Company to administer these policies were $2.2 million and $2.3 million in 2011 and 2010, respectively. The Company believes these costs are less than the Company would have incurred to administer these policies internally. Pursuant to an amended and restated Investment Advisory Agreement, the majority of the Company's invested assets are managed by an affiliate. The investment management fees incurred were $9.0 million and $4.3 million for the years ended December 31, 2011 and 2010, respectively. SUPPORT AGREEMENTS The Company's insurance policy obligations for individual and group contracts issued prior to December 29, 2006, are guaranteed (the "Guarantee") by American Home Assurance Company ("American Home"), a subsidiary of AIG and an affiliate of the Company. American Home files statutory annual and quarterly reports with the New York State Insurance Department, through which such reports are available to the public. On December 29, 2006 (the "Point of Termination"), the Guarantee by American Home was terminated. The Guarantee will not cover any contracts with a date of issue later than the Point of Termination. The Guarantee will, however, continue to cover insurance obligations on contracts issued by the Company with a date of issue earlier than the Point of Termination, including obligations arising from purchase payments received with respect to these contracts after the Point of Termination. The Guarantee provides that contract owners owning contracts issued by 89 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS (CONTINUED) the Company with a date of issue earlier than the Point of Termination can enforce the Guarantee directly against American Home. The Company had a support agreement in effect between the Company and AIG (the "Support Agreement"), pursuant to which AIG would cause the Company to maintain a policyholders' surplus of not less than $1 million or such greater amount as shall be sufficient to enable the Company to perform its obligations under any policy issued by it. The Support Agreement also provided that if the Company needs funds not otherwise available to it to make timely payment of its obligations under policies issued by it, AIG would provide such funds at the request of the Company. The Support Agreement was not a direct or indirect guarantee by AIG to any person of any obligations of the Company. AIG may terminate the Support Agreement with respect to outstanding obligations of the Company only under certain circumstances, including where the Company attains, without the benefit of the Support Agreement, a financial strength rating equivalent to that held by the Company with the benefit of the Support Agreement. Policyholders have the right to cause the Company to enforce its rights against AIG and, if the Company fails or refuses to take timely action to enforce the Support Agreement or if the Company defaults in any claim or payment owed to such policyholder when due, have the right to enforce the Support Agreement directly against AIG. On March 30, 2011, AIG and the Company entered into an Unconditional Capital Maintenance Agreement ("CMA"). Among other things, the CMA provides that AIG would maintain the Company's total adjusted capital (as defined under applicable insurance laws) at or above a certain specified minimum percentage of the Company's projected company action level RBC (as defined under applicable insurance laws). The CMA also provides that if the Company's total adjusted capital is in excess of a certain specified minimum percentage of the Company's company action level RBC (as reflected in the Company's quarterly or annual statutory financial statement), subject to board and regulatory approval(s), the Company would declare and pay ordinary dividends to its equity holders in an amount in excess of that required to maintain the specified minimum percentage. The CMA replaced the Support Agreement (described above), which was terminated by AIG in accordance with its terms on April 24, 2011. DIVIDENDS AND CAPITAL CONTRIBUTIONS On December 31, 2011, the Company made a return of capital distribution of 100% of the capital stock of FSA, valued at $734.5 million, to the Parent, which upon receipt of such capital stock distributed the same to AIG. On April 11, 2011 and June 28, 2011, the Company paid extraordinary cash dividends of $230.0 million and $150.0 million, respectively, to the Parent. These dividends were approved by the Arizona Department of Insurance. The Parent used a portion of the dividend proceeds received from the Company to repay the outstanding balance under the Parent Note (see above Note under Financing Arrangements), which expired in accordance with its terms upon payment of the outstanding balance. On December 28, 2011, the Company received a return of capital distribution of $250.0 million from SAII. 90 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS (CONTINUED) On December 28, 2011, the Company received a return of capital distribution of $150.0 million from SAAH LLC. On December 30, 2010, the Company received a return of capital distribution of $325.0 million from SAII. On September 17, 2010 the Company received a return of capital distribution of $250.0 million from SAAH LLC. On January 31, 2010, the Company recorded a non-cash capital contribution with a fair value of $19.1 million in the form of fixed assets to SAAL. The Company and certain of its subsidiaries each receives an allocation of its proportionate share of variable compensation expense from AIG. AIG forgave the obligation of the Company and such subsidiaries associated with the variable compensation expense allocation in 2011 and 2010. During the year ended 2011, the Company recorded the forgiveness of this obligation as a capital contribution from its Parent in the amount of $5.9 million in accordance with paragraph 7 of SSAP No. 72, "Surplus and Quasi-reorganizations" ("SSAP 72"). Of this amount, the Company is deemed to have in turn contributed $3.9 million, $0.2 million and $1.5 million to SAAL, FSA and SAII, respectively, during the same period for their respective portion of equity compensation cost similarly forgiven by AIG. During the year ended 2010, the Company recorded the forgiveness of this obligation as a capital contribution from its Parent in the amount of $2.4 million. Of this amount, the Company is deemed to have in turn contributed $1.6 million, $0.1 million and $0.6 million to SAAL, FSA and SAII, respectively, during the same period for their respective portion of equity compensation cost similarly forgiven by AIG. These transactions did not involve any exchange of funds and had no net impact on the Company's surplus. OTHER The Company reported a net payable to affiliates of $8.6 million and $332.8 million at December 31, 2011 and 2010, respectively. During the year 2011, the Company purchased debt securities from an affiliate, in cash, at fair value totaling $30.0 million in the aggregate. The repayment of these securities has been collateralized by underlying commercial equipment leases. In December 15, 2010, the Company purchased seven commercial mortgage loans from AIG at fair market value for an aggregate purchase price, in cash, of $85.7 million. On December 31, 2010, the Company sold its limited partnership interests in two hedge funds to American General Life and Accident Insurance Company, an affiliate, for cash. The initial purchase price of each of these limited partnership interest was based on the Company's net capital account balance in each such limited partnership at November 30, 2010 and was adjusted after receipt of the limited partnership's 2010 audited financial statements. The initial aggregate purchase price, in cash, received by the Company on January 4, 2011 for its interest in these two 91 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS (CONTINUED) hedge funds was approximately $140.3 million. As a result of an adjustment to the initial purchase price made after receipt of the limited partnerships' 2010 audited financial statements, the Company received an additional $2.8 million as consideration for the sale of its interest in these two hedge funds. On December 31, 2010, the Company sold its limited partnership interests in a hedge fund to American General Life Insurance Company, an affiliate, for cash. The initial purchase price of this limited partnership interest was based on the Company's net capital account balance in this limited partnership at November 30, 2010 and was adjusted after receipt of the limited partnership's 2010 audited financial statements. The initial purchase price, in cash, received by the Company on January 4, 2011 for its interest in this hedge fund was approximately $90.7 million. As a result of an adjustment to the initial purchase price made after receipt of the limited partnership's 2010 audited financial statements, the Company received an additional $5.0 million as consideration for the sale of its interest in this hedge funds. On December 31, 2010, the Company sold its limited partnership interests in two hedge funds to The Variable Annuity Life Insurance Company ("VALIC"), an affiliate, for cash. The initial purchase price of each of these limited partnership interests was based on the Company's net capital account balance in each such limited partnership at November 30, 2010 and was adjusted after receipt of the limited partnership's 2010 audited financial statements. The initial aggregate purchase price, in cash, received by the Company on January 4, 2011 for its interest in these two hedge funds was approximately $106.1 million. As a result of an adjustment to the initial purchase price made after receipt of the limited partnerships' 2010 audited financial statements, the Company received an additional $2.7 million as consideration for the sale of its interest in these two hedge funds. For the years ending December 31, 2011 and 2010, AIG refunded the Company $88.9 million and $75.7 million, respectively, in federal income taxes to AIG in accordance with the current tax sharing agreement. In addition, for the year ending December 31, 2010, the Company paid the IRS $50.3 million in prior year tax settlements. At December 31, 2011, the affiliated bonds had an aggregate carrying value of $100.2 million and a fair value of $95.0 million. At December 31, 2010, the affiliated bonds had an aggregate carrying value of $132.6 million and a fair value of $124.9 million. Of the outstanding Swap Agreements at December 31, 2011, 10 contracts with a total notional amount of $984.4 million were with an affiliated counterparty. At December 31, 2010, 10 contracts with a total notional amount of $983.0 million were with an affiliated counterparty. The net carrying value of these agreements was $96.2 million and $151.1 million at December 31, 2011 and 2010, respectively. The Company does not own any shares of an upstream intermediate or ultimate parent, either directly or indirectly via a downstream subsidiary, controlled or affiliated company. The Company had no investments in SCAs that exceeded 10% of admitted assets at December 31, 2011 or 2010. 92 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS (CONTINUED) The Company did not recognize any impairment write-downs for its investments in SCAs for the periods ended December 31, 2011 or 2010. Certain investments in SCAs with a total statement value of $2.8 million were non-admitted as of December 31, 2011 and 2010. 93 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 16. RELATED PARTY TRANSACTIONS (CONTINUED) The Company's investment in affiliates that are included in common stocks and other invested assets in the statutory statement of admitted assets and liabilities and capital and surplus are summarized below.
EQUITY $ in millions BALANCE AT CONTRIBUTIONS IN BALANCE AT DECEMBER 31, (RETURN OF EARNINGS DIVIDENDS AND DECEMBER 31, 2009 ACQUISITIONS CAPITAL) (LOSSES) DISTRIBUTIONS 2010 2010: ------------ ------------ ------------- -------- ------------- ------------ SAAL $ 654 $ -- $ 21 $ 159 $ -- $ 834 FSA 764 -- -- (18) -- 746 UG Corporation 3 -- -- -- -- 3 SAII 1,635 -- (324) 82 -- 1,393 SAAH LLC * 917 -- (250) (21) -- 646 -------- ------- ------- ------ ------- -------- Totals $ 3,973 $ -- $ (553) $ 202 $ -- $ 3,622 ======== ======= ======= ====== ======= -------- Non-Admitted Assets (3) -------- Total $ 3,619 ========
$ in millions BALANCE AT CONTRIBUTIONS EQUITY IN BALANCE AT DECEMBER 31, (RETURN OF EARNINGS DIVIDENDS AND DECEMBER 31, 2010 ACQUISITIONS CAPITAL) (LOSSES) DISTRIBUTIONS 2011 2011: ------------ ------------ ------------- --------- ------------- ------------ SAAL $ 834 $ -- $ 4 $ (24) $ -- $ 814 FSA 746 -- (734) (12) -- -- UG Corporation 3 -- -- -- -- 3 SAII 1,393 -- (248) 22 -- 1,167 SAAH LLC * 646 -- (150) 84 -- 580 -------- ------- ------- ------- ------- -------- Totals $ 3,622 $ -- $(1,128) $ 70 $ -- $ 2,564 ======== ======= ======= ======= ======= -------- Non-Admitted Assets (3) -------- Total $ 2,561 ========
* SAAH LLC is included in other invested assets. 94 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 17. RECONCILIATION TO THE ANNUAL STATEMENT The following table reconciles the amount for total capital and surplus and net income as reported in the Company's 2010 statutory annual statements, as filed, to the amount included in the accompanying audited statutory basis financial statements. Corrections of the investment in SAII and the tax calculations impacting both current and deferred taxes resulted in the following differences in 2010:
TOTAL $ in millions CAPITAL AND NET SURPLUS INCOME ----------- ------ Amounts reported in the 2010 Annual Statement $ 3,898 $(139) Change in net unrealized capital gains/losses (25) -- Federal income tax benefit (72) (16) ------- ----- Amounts reported in these audited statutory basis financial statements $ 3,801 $(155) ======= =====
There were no differences in 2011. 18. SUBSEQUENT EVENTS ML II DISTRIBUTION Through a series of transactions that occurred during the three month period ending March 31, 2012, the New York Fed initiated the sales of the remaining securities held by ML II. These sales resulted in the Company receiving principal payments of $21.5 million on March 1, 2012 and additional cash receipts of $132.8 million on March 15, 2012 from ML II that consisted of $77.0 million, $11.1 million, and $44.7 million in principal, contractual interest and residual cash flows, respectively, effectively monetizing the Company's Maiden Lane Interests. Additionally, the Company's wholly owned subsidiary, SAAL, received principal payments of $3.2 million on March 1, 2012 and additional cash receipts of $20.1 million on March 15, 2012 from ML II that consisted of $11.6 million, $1.7 million, and $6.8 million in principal, contractual interest and residual cash flows, respectively. 95 SUNAMERICA LIFE INSURANCE COMPANY NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED) 18. SUBSEQUENT EVENTS (CONTINUED) The total amount received ($177.6 million) by the Company and SAAL from ML II was distributed to the Company's intermediate parent company and ultimately remitted to AIG. FHLB CASH ADVANCE On March 29, 2012, the Company borrowed $25.0 million as a cash advance from the FHLB of San Francisco. SECURITIES LENDING The Company has adopted a new securities lending program intended to provide an additional source of liquidity for the Company, pursuant to which the Company is able to raise liquidity through secured borrowings backed by its existing securities portfolios. This targeted program was approved by the Company's board of directors in February 2012. INSURANCE COMPANY MERGER Effective April 1, 2012, AIG contributed 100% of the capital stock of SunAmerica Financial Group, Inc. ("SAFGI") to SAFGRS and SAFGRS contributed 100% of the capital stock of the Company to SAFGI. As a result of the foregoing transactions, SAFGRS became an indirect parent of each of AGC Life Insurance Company, American General Life and Accident Insurance Company, American General Property Insurance Company, American General Assurance Company, American General Indemnity Company, Western National Life Insurance Company, American General Life Insurance Company ("AGL"), The Variable Annuity Life Insurance Company, American General Life Insurance Company of Delaware and The United States Life Insurance Company in the City of New York and SAFGI became the direct parent of the Company and an indirect parent of SAAL. AIG remained the ultimate parent company of each of such insurers and the United States Department of the Treasury remained the ultimate control person. On December 31, 2012, the Company intends to merge with and into AGL, with AGL being the surviving company, to implement a more efficient legal entity structure, while continuing to market products and services under currently existing brands. The merger transaction is subject to receipt of all required regulatory approvals, including the approvals of certain state insurance departments. 96 [PWC LOGO] REPORT OF INDEPENDENT AUDITORS ON ACCOMPANYING INFORMATION To the Board of Directors and Shareholder of SunAmerica Life Insurance Company: The report on our audit of the basic statutory basis financial statements (the "financial statements") of SunAmerica Life Insurance Company (the "Company"), an indirect wholly owned subsidiary of American International Group, Inc. as of December 31, 2011 and for the year then ended is presented on page 1 of this document. That audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying Supplemental Schedules of Assets and Liabilities, Summary Investment Schedule and Investment Risk Interrogatories of the Company as of December 31, 2011 and for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements. The effects on the Supplemental Schedule of Assets and Liabilities, Summary Investment Schedule and Investment Risk Interrogatories of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material. As a consequence, the Supplemental Schedule of Assets and Liabilities, Summary Investment Schedule and Investment Risk Interrogatories do not present fairly, in conformity with accounting principles generally accepted in the United States of America, such information of the Company as of December 31, 2011 and for the year then ended. The Supplemental Schedule of Assets and Liabilities, Summary Investment Schedule and Investment Risk Interrogatories have been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. As discussed in Note 2 to the financial statements, during 2010, the Company received a permitted practice to restate the additional paid-in surplus and unassigned deficit components of surplus, similar to the statutory basis of accounting for a quasi-reorganization. [GRAPHIC] May 25, 2012 PricewaterhouseCoorpers LLP, 350 South Grand Avenue, 49/th/ Floor, Los Angeles, CA 90071 T: (213) 356-6000, F: (813) 637-4444, www.pwc.com/us SUNAMERICA LIFE INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES The following is a summary of certain financial data included in other exhibits and schedules of the 2011 Statutory Annual Statement subjected to audit procedures by independent auditors and utilized by actuaries in the determination of reserves.
2011 $ in millions -------- Investment income earned on: Government bonds $ 1 Other bonds (unaffiliated) 288 Bonds of affiliates 5 Preferred stocks (unaffiliated) -- Preferred stocks of affiliates -- Common stocks (unaffiliated) 2 Common stock of affiliates -- Mortgage loans 100 Real estate 5 Premium notes, contract loans and liens 3 Cash on hand and on deposit -- Short-term investments 3 Other invested assets 108 Derivative instruments -- Aggregate write-ins for investment income 4 -------- Gross investment income $ 519 ======== Real estate owned - book value less encumbrances $ 37 ======== Mortgage loans book value Farm mortgages $ -- Residential mortgages -- Commercial mortgages 1,263 Mezzanine loans -- -------- Total mortgage loans $ 1,263 ======== Mortgage loans by standing - book value Good standing $ 1,252 ======== Good standing with restructured terms $ 8 ======== Interest overdue more than 90 days, not in foreclosure $ 3 ======== Foreclosure in process $ -- ======== Other long term assets - statement value $ 1,501 ======== Collateral loans $ -- ========
98 SUNAMERICA LIFE INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES
2011 $ in millions -------- Bonds and stocks of parents, subsidiaries and affiliates - book value Bonds $ 100 ======== Preferred stocks $ -- ======== Common stocks $ 1,984 ======== Bonds and Short-term investments by class and maturity Bonds by maturity - statement value Due within one year or less $ 2,271 Over 1 year through 5 years 2,937 Over 5 years through 10 years 1,085 Over 10 years through 20 years 395 Over 20 years 1,154 -------- Total by maturity $ 7,842 ======== Bonds by class - statement value Class 1 $ 5,677 Class 2 1,420 Class 3 374 Class 4 264 Class 5 68 Class 6 39 -------- $ 7,842 ======== Total bonds publicly traded $ 5,555 ======== Total bonds privately traded $ 2,287 ======== Preferred stocks - statement value $ -- ======== Common stocks - market value $ 2,028 ======== Short-term investments - book value $ 1,448 ======== Options, caps & floors owned - statement value $ -- ======== Options, caps & floors written and in force - statement value $ -- ======== Collar, swap & forward agreements open - statement value $ (200) ======== Futures contracts open - current value $ -- ======== Cash on deposit $ (6) ========
99 SUNAMERICA LIFE INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES
2011 $ in millions ------ Life insurance in force: Industrial $ -- ====== Ordinary $ 178 ====== Credit life $ -- ====== Group life $ -- ====== Amount of accidental death insurance in force under ordinary policies $ 29 ====== Life insurance policies with disability provisions in force Industrial $ -- ====== Ordinary $ 13 ====== Credit life $ -- ====== Group life $ -- ====== Supplementary contract in force Ordinary - not involving life contingencies Amount on deposit $ 6 ====== Income payable $ 28 ====== Ordinary - involving life contingencies Income payable $ 16 ====== Group - not involving life contingencies Amount on deposit $ -- ====== Income payable $ -- ====== Group - involving life contingencies Income payable $ -- ====== Annuities Ordinary Immediate - amount of income payable $ 8 ====== Deferred - fully paid account balance $ 700 ====== Deferred - not fully paid account balance $1,186 ====== Group Amount of income payable $ -- ====== Fully paid account balance $ 177 ====== Not fully paid - account balance $ 47 ======
100 SUNAMERICA LIFE INSURANCE COMPANY SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES
2011 $ in millions ------ Accident and health insurance - premiums in force Other $ -- ====== Group $ -- ====== Credit $ -- ====== Deposit funds and dividend accumulations Deposit funds - account balance $6,760 ====== Dividend accumulations - account balance $ 9 ====== Claim payments 2011 Group accident and health - year ended December 31, 2011 2011 $ -- ====== 2010 $ -- ====== 2009 $ -- ====== 2008 $ -- ====== 2007 $ -- ====== 2006 $ -- ====== Prior $ -- ====== Other accident and health - year ended December 31, 2011 2011 $ -- ====== 2010 $ -- ====== 2009 $ -- ====== 2008 $ -- ====== 2007 $ -- ====== 2006 $ -- ====== Prior $ -- ====== Other coverages that use developmental methods to calculate claims reserves 2011 $ -- ====== 2010 $ -- ====== 2009 $ -- ====== 2008 $ -- ====== 2007 $ -- ====== 2006 $ -- ====== Prior $ -- ======
101 SUNAMERICA LIFE INSURANCE COMPANY SUMMARY INVESTMENT SCHEDULE The following is a summary of certain financial data included in other exhibits and schedules of the 2011 Statutory Annual Statement subjected to audit procedures by independent auditors, as filed with State regulatory authorities.
$ in millions GROSS ADMITTED ASSETS AS INVESTMENT REPORTED IN THE HOLDINGS ANNUAL STATEMENT AMOUNT % AMOUNT % ---------- --------- ------------------ --------- Investment Categories Bonds: U.S. Treasury Securities $ 11 0.1 $ 11 0.1 U.S. government agencies: Issued by U.S. government sponsored agencies 10 0.1 10 0.1 Foreign government 14 0.1 14 0.1 Securities issued by states, territories and possessions and political subdivisions: Revenue and assessment obligations 2 0.0 2 0.0 Mortgage-backed securities (includes residential and commercial MBS): Pass-through securities: Issued by GNMA Issued by FNMA and FHLMC 503 3.7 503 3.7 CMOs and REMICs: Issued by GNMA, FNMA, FHLMC or VA 347 2.6 347 2.6 Issued by non-U.S. issuers 34 0.2 34 0.2 All other 1,686 12.5 1,686 12.5 Other debt and other fixed income: Unaffiliated domestic securities (includes credit tenant loans rated by the SVO) 2,616 19.4 2,616 19.4 Unaffiliated foreign securities 1,071 7.9 1,071 7.9 Affiliated securities 100 0.7 100 0.7 Equity interests: Publicly-traded equity securities (excluding preferred stocks): Unaffiliated 11 0.1 11 0.1 Other equity securities: Affiliated 1,981 14.7 1,981 14.7 Unaffiliated 33 0.2 33 0.2 Mortgage loans: Multifamily residential properties 136 1.0 136 1.0 Commercial loans 1,093 8.1 1,093 8.1 Real estate investments: Property held for production of income 13 0.1 13 0.1 Property held for sale 24 0.2 24 0.2 Contract loans 35 0.3 35 0.3 Derivatives 875 6.5 875 6.5 Receivables for securities 7 0.0 7 0.0 Cash and short-term investments 1,442 10.7 1,442 10.7 Other invested assets 1,469 10.8 1,469 10.8 --------- --------- --------- --------- Total invested assets $ 13,513 100.0 $ 13,513 100.0 ========= ========= ========= =========
102 SUNAMERICA LIFE INSURANCE COMPANY INVESTMENT RISKS INTERROGATORIES INVESTMENT RISKS INTERROGATORIES 1. The Company's total admitted assets, excluding separate account assets are as follows: $13,691,000,000. 2. The Company's 10 largest exposures to a single issuer/borrower/investment, excluding (i) U.S. government, U.S. government agency securities and those U.S. government money market funds listed in the Appendix to the SVO Purposes and Procedures Manual as exempt, (ii) property occupied by the Company and (iii) contract loans are:
PERCENTAGE OF TOTAL $ in millions DESCRIPTION ADMITTED INVESTMENT CATEGORY OF EXPOSURE AMOUNT ASSETS ------------------- -------------------------- ------ ------------- 2.01 Retirement Services Pool I Short-Term $1,448 10.578% 2.02 SunAmerica Investments Inc Common Stock-Affiliate $1,167 8.522% 2.03 SunAmerica Annuity and Life Assurance Co Common Stock-Affiliate $ 814 5.947% 2.04 Investment in SA Affordable Housing, LLC BA-Mtge Loan & Common Aff $ 580 4.235% 2.05 Maiden Lane II LLC Bonds $ 130 0.949% 2.06 Cap One Multi Asset Executn Tr Bonds $ 111 0.809% 2.07 Deutsche Alt A Mtg Ln Tr Bonds $ 105 0.769% 2.08 Bear Stearns Abs I Tr Bonds $ 105 0.767% 2.09 Commercial Mtge Loan--4284003 Mortgage Loan $ 100 0.730% 2.10 Banc Amer Fdg Tr Bonds $ 97 0.709%
3. The Company's total admitted assets held in bonds and short-term and preferred stocks by NAIC rating are:
PERCENTAGE OF TOTAL $ in millions ADMITTED BONDS & SHORT-TERM INVESTMENTS AMOUNT ASSETS ------------------------------ ------ ------------- 3.01 NAIC - 1 $5,677 41.474% 3.02 NAIC - 2 $1,420 10.371% 3.03 NAIC - 3 $ 374 2.730% 3.04 NAIC - 4 $ 264 1.929% 3.05 NAIC - 5 $ 68 0.493% 3.06 NAIC - 6 $ 39 0.286%
PERCENTAGE OF TOTAL $ in millions ADMITTED PREFERRED STOCKS AMOUNT ASSETS ---------------- ------ ------------- 3.07 P/RP - 1 $-- 0.000% 3.08 P/RP - 2 $-- 0.000% 3.09 P/RP - 3 $-- 0.000% 3.10 P/RP - 4 $-- 0.000% 3.11 P/RP - 5 $-- 0.000% 3.12 P/RP - 6 $-- 0.000%
103 SUNAMERICA LIFE INSURANCE COMPANY INVESTMENT RISKS INTERROGATORIES 4. The Company had admitted assets held in foreign investments (regardless of whether there is any foreign currency exposure) and unhedged foreign currency exposure (defined as the statement value of investments denominated in foreign currencies which are not hedged by financial instruments qualifying for hedge accounting as specified in SSAP No. 86--Derivative Instruments), including: 4.01 foreign investments less than 2.5% of the reporting entity's total admitted assets: No. 4.02 total admitted assets held in foreign investments of $1,088,000,000 or 7.950%. 4.03 foreign-currency-denominated investments of $22,000,000 or 0.163%. 4.04 insurance liabilities denominated in that same foreign currency of $0. 5. The Company's aggregate foreign investment exposures categorized by NAIC sovereign rating are:
PERCENTAGE OF TOTAL ADMITTED $ in millions AMOUNT ASSETS -------- ------------- 5.01 Countries rated NAIC - 1 $ 1,015 7.413% 5.02 Countries rated NAIC - 2 $ 62 0.454% 5.03 Countries rated NAIC - 3 or below $ 11 0.083%
6. The Company's largest foreign investment exposures to a single country, categorized by the country's NAIC sovereign ratings are:
PERCENTAGE OF TOTAL ADMITTED $ in millions AMOUNT ASSETS -------- ------------- Countries rated NAIC - 1 6.01 Country Cayman Islands $ 635 4.641% 6.02 Country United Kingdom $ 119 0.867% Countries rated NAIC - 2 6.03 Country Ireland $ 31 0.224% 6.04 Country Mexico $ 29 0.209% Countries rated NAIC - 3 or below 6.05 Country Jersey Channel Is $ 11 0.083% 6.06 Country $ -- 0.000%
7. The Company's aggregate unhedged foreign currency exposure is $22,000,000 or 0.163%. 8. The Company's aggregate unhedged foreign currency exposure categorized by NAIC sovereign rating are:
PERCENTAGE OF TOTAL ADMITTED $ in millions AMOUNT ASSETS ------- ------------- 8.01 Countries rated NAIC - 1 $ 22 0.163% 8.02 Countries rated NAIC - 2 $ -- 0.000% 8.03 Countries rated NAIC - 3 or below $ -- 0.000%
104 SUNAMERICA LIFE INSURANCE COMPANY INVESTMENT RISKS INTERROGATORIES 9. The Company's largest unhedged foreign currency exposures by country, categorized by the country's NAIC sovereign rating are:
PERCENTAGE OF TOTAL ADMITTED $ in millions AMOUNT ASSETS ----------- ------------- Countries rated NAIC - 1 9.01 Country France $ 13 0.095% 9.02 Country United Kingdom $ 9 0.068% Countries rated NAIC - 2 9.03 $ -- 0.000% 9.04 $ -- 0.000% Countries rated NAIC - 3 or below -- 9.05 $ -- 0.000% 9.06 $ -- 0.000%
10. The Company's 10 largest non-sovereign (i.e. non-governmental) foreign issues are:
PERCENTAGE OF TOTAL ADMITTED $ in millions AMOUNT ASSETS ----------- ------------- 10.01 NAIC 1: Royal Bk of Scotland NV $ 69 0.505% 10.02 NAIC 1: Arkle Mastr Issuer Plc $ 50 0.365% 10.03 NAIC 1, 2, 3: FMC Real Est CDO 2005-1 Ltd $ 36 0.263% 10.04 Unison Capital Partners II(F) $ 30 0.221% 10.05 NAIC 1: Amer Movil Sab De Cv $ 29 0.209% 10.06 NAIC 1: Gallatin CLO II 2005-1 Ltd $ 26 0.190% 10.07 NAIC 1, 4: Denali Cap CLO V Ltd $ 25 0.183% 10.08 NAIC 3: Greencore Fdg Ltd $ 25 0.183% 10.09 NAIC 1: Monument Pk CDO Ltd $ 25 0.183% 10.10 NAIC 1: Volkswagen Intl Fin Nv $ 25 0.179%
Questions 11 is not applicable, as the Company's aggregate Canadian investments and unhedged Canadian currency exposure do not exceed 2.5% of total admitted assets. Question 12 is not applicable, as the Company's aggregate investments with contractual sales restrictions do not exceed 2.5% of total admitted assets. 105 SUNAMERICA LIFE INSURANCE COMPANY INVESTMENT RISKS INTERROGATORIES 13. The Company's 10 largest equity interests (including investments in the shares of mutual funds, preferred stocks, publicly traded equity securities, and other equity securities, and excluding money market and bond mutual funds listed in the Appendix to the SVO Practices and Procedures Manual as exempt or Class I) are:
PERCENTAGE OF TOTAL $ in millions ADMITTED INVESTMENT AMOUNT ASSETS ---------- ------ ------------- 13.01 SunAmerica Investments Inc $1,167 8.522% 13.02 SunAmerica Annuity and Life Assurance Co $ 814 5.947% 13.03 Investment in SA Affordable Housing, LLC $ 580 4.235% 13.04 Eton Park Fund $ 65 0.471% 13.05 TPG Partners IV LP $ 62 0.452% 13.06 Five Long Island Properties, LLC $ 56 0.409% 13.07 TPG Axon Partners $ 47 0.341% 13.08 Sankaty Credit Opportunities II $ 43 0.316% 13.09 New Mountain Partners II, LP $ 42 0.306% 13.10 Crestview Capital Partners $ 40 0.291%
14. The Company had assets held in nonaffiliated, privately placed equities including: 14.01 Assets held in nonaffiliated, privately placed equities are not less than 2.5% of the reporting entity's total admitted assets. 14.02 Aggregate statement value of investments held in nonaffiliated, privately placed equities is $1,071,000,000 or 7.824%. The Company's largest 3 investments held in nonaffiliated, privately placed equities are:
PERCENTAGE OF TOTAL ADMITTED $ in millions AMOUNT ASSETS ------ ------------- 14.03 Investment in SA Affordable Housing, LLC $ 181 1.322% 14.04 Eton Park Fund $ 65 0.471% 14.05 TPG Partners IV LP $ 62 0.452%
Question 15 is not applicable, as the Company's aggregate assets held in general partnership interests do not exceed 2.5% of total admitted assets. 106 SUNAMERICA LIFE INSURANCE COMPANY INVESTMENT RISKS INTERROGATORIES 16. The Company's 10 largest aggregate mortgage interests are:
PERCENTAGE OF TOTAL $ in millions ADMITTED TYPE AMOUNT ASSETS ---- --------- ------------- 16.02 Commercial, Loan No. 4284003, Monterey Park, CA $ 100 0.730% 16.03 Commercial, Loan No. 4251022, Inglewood, CA $ 68 0.495% 16.04 Commercial, Loan No. 4244073, Ontario, CA $ 57 0.416% 16.05 Commercial, Loan No. 4013013, Cambridge, MA $ 54 0.391% 16.06 Commercial, Loan No. 4029400, Ft. Wayne, IN $ 50 0.364% 16.07 Commercial, Loan No. 4244075, Honolulu, HI $ 45 0.326% 16.08 Commercial, Loan No. 4046035, Pittsburgh, PA $ 40 0.291% 16.09 Commercial, Loan No. 4244068, Phoenix, AZ $ 34 0.248% 16.10 Commercial, Loan No. 4052058, Phoenix, AZ $ 33 0.239% 16.11 Commercial, Loan No. 4265006, Indianapolis, IN $ 31 0.229%
Amount and percentage of the Company's total admitted assets held in the following categories of mortgage loans:
PERCENTAGE OF TOTAL $ in millions ADMITTED TYPE AMOUNT ASSETS 16.12 Construction loans $ -- 0.000% 16.13 Mortgage loans over 90 days past due $ 3 0.020% 16.14 Mortgage loans in the process of foreclosure $ -- 0.000% 16.15 Mortgage loans foreclosed $ -- 0.000% 16.16 Restructured mortgage loans $ 8 0.056%
17. The Company's aggregate mortgage loans and their loan-to-value ratios as determined from the most current appraisal as of December 31, 2011 are:
PERCENTAGE OF TOTAL $ in millions ADMITTED LOAN-TO-VALUE TYPE AMOUNT ASSETS ------------- ---------- -------- ------------- 17.01 above 95% Commercial $ 1 0.005% 17.02 91% to 95% Commercial $ 2 0.015% 17.03 81% to 90% Commercial $ 8 0.056% 17.04 71% to 80% Commercial $ 257 1.878% 17.05 below 70% Commercial $ 995 7.265%
Question 18 is not applicable, as the Company's aggregate real estate investment does not exceed 2.5% of total admitted assets. Question 19 is not applicable, as the Company's aggregate mezzanine real estate loan investment does not exceed 2.5% of total admitted assets. 107 SUNAMERICA LIFE INSURANCE COMPANY INVESTMENT RISKS INTERROGATORIES 20. The Company's total admitted assets subject to the following types of agreements are:
PERCENTAGE OF AT TOTAL YEAR-END ADMITTED 1/ST/ QTR 2/ND/ QTR 3/RD/ QTR $ in millions AMOUNT ASSETS (UNAUDITED) (UNAUDITED) (UNAUDITED) -------- ------------- ----------- ----------- ----------- 20.01 Securities lending (do not include assets held as collateral for such transactions) $ -- -- $ -- $ -- $ -- 20.02 Repurchase Agreements $ -- -- $ -- $ -- $ -- 20.03 Reverse repurchase Agreements $ -- -- $ -- $ -- $ -- 20.04 Dollar repurchase Agreements $ -- -- $ -- $ -- $ -- 20.05 Dollar reverse repurchase agreements $ -- -- $ -- $ -- $ --
21. The Company's warrants not attached to other financial instruments, options, caps and floors are:
PERCENTAGE OF AT TOTAL YEAR-END ADMITTED $ in millions AMOUNT ASSETS -------- ------------- 21.01 Hedging $ -- -- 21.02 Income generation $ -- -- 21.03 Other $ -- --
22. The Company's potential exposure (defined as the amount determined in accordance with the NAIC Annual Statement Instructions) for collars, swaps, and forwards are: None
PERCENTAGE OF AT TOTAL YEAR-END ADMITTED 1/ST/ QTR 2/ND/ QTR 3/RD/ QTR $ in millions AMOUNT ASSETS (UNAUDITED) (UNAUDITED) (UNAUDITED) -------- ------------- ----------- ----------- ----------- 22.01 Hedging $ 96 0.700% $ 110 $ 105 $ 102 22.02 Income generation $ -- -- $ -- $ -- $ -- 22.03 Replications $ -- -- $ -- $ -- $ -- 22.04 Other $ -- -- $ -- $ -- $ --
Question 23 is not applicable, as the Company does not hold any investment with potential exposure for futures contracts. 108 AMERICAN GENERAL LIFE INSURANCE COMPANY UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA AS OF DECEMBER 31, 2011 On December 31, 2012, American General Life Insurance Company of Delaware ("AGD"), American General Assurance Company ("AGAC"), American General Life and Accident ("AGLA"), Western National Life Insurance Company ("WNL"), SunAmerica Annuity and Life Assurance Company ("SAAL") and SunAmerica Life Insurance Company ("SALIC") (collectively the "Merged Entities") will merge with and into American General Life Insurance Company ("AGL") (the "Merger"). AGL, AGD, AGLA and WNL are wholly-owned subsidiaries of AGC Life Insurance Company ("AGC Life"), AGAC and SALIC are wholly-owned subsidiaries of SunAmerica Financial Group, Inc. and SAAL is a wholly-owned subsidiary of SALIC. The ultimate parent of all entities is American International Group, Inc. ("AIG"). Also on December 31, 2012, the ownership of The Variable Annuity Life Insurance Company ("VALIC") will be transferred from AGL to AGC Life. The primary purpose of the Merger is to reduce costs, complexity and regulatory requirements by reducing the number of separate legal entities. The following tables set forth certain unaudited pro forma condensed financial data of AGL, and are based on the historical financial data prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") of AGL and the Merged Entities. The Unaudited Pro Forma Condensed Financial Statements of AGL have been prepared assuming the proposed Merger is accounted for as a transaction between entities under common control and give effect to the proposed Merger by combining AGL's and the Merged Entities' results of operations as if AGL and the Merged Entities had been combined since inception. Assets and liabilities transferred between entities under common control are accounted for at historical cost. The unaudited pro forma information set forth below is not necessarily indicative of the results that actually would have been achieved had the transaction been consummated as of the aforementioned date, or that may be achieved in the future. The accompanying Unaudited Pro Forma Condensed Financial Statements should be read in conjunction with the historical financial statements of AGL and the Merged Entities. 2 AMERICAN GENERAL LIFE INSURANCE COMPANY UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
December 31, 2011 ---------------------------------------------------------------------- VALIC AGL AGD AGAC AGLA WNL SALIC Deconsolidation (a) -------- ------ ----- ------- ------- ------- ------------------- (In Millions, except share data) ASSETS Investments: Fixed maturity securities, available for sale, at fair value................................................ $ 67,802 $6,329 $ 148 $ 8,650 $41,327 $ 9,726 $(34,328) Fixed maturity securities, trading, at fair value...... 509 52 -- 58 460 150 (276) Hybrid securities, at fair value....................... 25 22 -- 9 131 24 (25) Equity securities, available for sale, at fair value................................................ 69 11 5 22 61 34 (47) Mortgage and other loans receivable.................... 6,282 454 -- 956 2,695 1,951 (3,912) Policy loans........................................... 1,718 235 -- 417 32 140 (901) Investment real estate................................. 166 18 -- 6 119 103 (88) Partnerships and other invested assets................. 3,418 157 1 247 2,460 2,662 (2,183) Aircraft............................................... 540 -- -- -- 555 -- -- Short-term investments................................. 622 98 9 62 532 2,058 (287) Derivative assets, at fair value....................... 64 1 -- -- 33 603 (29) -------- ------ ----- ------- ------- ------- -------- Total investments....................................... 81,215 7,377 163 10,427 48,405 17,451 (42,076) Cash.................................................... 144 2 -- 18 11 365 (136) Restricted cash......................................... 44 -- -- -- 49 2 -- Reinsurance receivables................................. 1,084 81 40 63 -- 574 -- Deferred policy acquisition costs and value of business acquired..................................... 5,163 108 -- 628 1,239 434 (1,736) Deferred sales inducements.............................. 221 -- -- -- 380 117 (178) Income taxes receivable................................. -- -- 1 -- 70 -- -- Deferred tax asset...................................... -- -- -- -- -- 422 -- Other assets............................................ 1,271 88 20 228 469 502 (329) Separate account assets, at fair value.................. 26,061 2,174 -- -- 60 21,039 (24,231) -------- ------ ----- ------- ------- ------- -------- TOTAL ASSETS $115,203 $9,830 $ 224 $11,364 $50,683 $40,906 $(68,686) ======== ====== ===== ======= ======= ======= ======== LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities: Future policy benefits................................. $ 16,726 $3,024 $ 90 $ 4,558 $ 2,992 $ 772 $ (23) Policyholder contract deposits......................... 50,253 3,434 1 3,128 40,040 13,795 (36,205) Policy claims and benefits payable..................... 483 100 14 211 3 11 -- Other policyholders' funds............................. 1,905 29 5 86 -- 1 -- Income taxes payable................................... 2,540 33 -- 12 -- 153 (148) Deferred income taxes payable.......................... -- -- (8) 467 313 -- (884) Derivative liabilities, at fair value.................. 39 5 -- 2 -- 698 (27) Other liabilities...................................... 1,163 63 9 139 762 1,014 (225) Separate account liabilities........................... 26,061 2,174 -- -- 60 21,039 (24,231) -------- ------ ----- ------- ------- ------- -------- TOTAL LIABILITIES 99,170 8,862 111 8,603 44,170 37,483 (61,743) -------- ------ ----- ------- ------- ------- -------- AGL SHAREHOLDER'S EQUITY: Preferred stock, $ 100 par value, 8,500 shares authorized, issued and outstanding................... 1 -- -- -- -- -- -- Common stock, $10 par value, 600,000 shares authorized, issued and outstanding................... 6 5 3 79 3 6 -- Additional paid-in capital............................. 12,896 1,005 223 3,358 11,940 4,854 (6,248) Retained earnings (Accumulated deficit)................ -- (236) (119) (1,324) (6,326) (1,532) 504 Accumulated other comprehensive income................. 3,026 194 6 648 757 95 (1,096) -------- ------ ----- ------- ------- ------- -------- TOTAL AGL SHAREHOLDER'S EQUITY 15,929 968 113 2,761 6,374 3,423 (6,840) -------- ------ ----- ------- ------- ------- -------- NONCONTROLLING INTERESTS 104 -- -- -- 139 -- (103) -------- ------ ----- ------- ------- ------- -------- TOTAL EQUITY 16,033 968 113 2,761 6,513 3,423 (6,943) -------- ------ ----- ------- ------- ------- -------- TOTAL LIABILITIES AND EQUITY $115,203 $9,830 $ 224 $11,364 $50,683 $40,906 $(68,686) ======== ====== ===== ======= ======= ======= ========
------------------------- Pro Forma Pro Forma Adjustments Combined ----------- --------- ASSETS Investments: Fixed maturity securities, available for sale, at fair value................................................ $ (69)(c) $ 99,585 Fixed maturity securities, trading, at fair value...... -- 953 Hybrid securities, at fair value....................... -- 186 Equity securities, available for sale, at fair value................................................ -- 155 Mortgage and other loans receivable.................... -- 8,426 Policy loans........................................... 1(c) 1,642 Investment real estate................................. (1)(c) 323 Partnerships and other invested assets................. (26)(c) 6,736 Aircraft............................................... -- 1,095 Short-term investments................................. -- 3,094 Derivative assets, at fair value....................... -- 672 ------- -------- Total investments....................................... (95) 122,867 Cash.................................................... -- 404 Restricted cash......................................... -- 95 Reinsurance receivables................................. -- 1,842 Deferred policy acquisition costs and value of business acquired..................................... (741)(b) 5,095 Deferred sales inducements.............................. 15(b) 555 Income taxes receivable................................. (71)(c) -- Deferred tax asset...................................... (422)(b,c) -- Other assets............................................ (191)(c) 2,058 Separate account assets, at fair value.................. -- 25,103 ------- -------- TOTAL ASSETS $(1,505) $158,019 ======= ======== LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities: Future policy benefits................................. $ 9(c) $ 28,148 Policyholder contract deposits......................... (1)(c) 74,445 Policy claims and benefits payable..................... (1)(c) 821 Other policyholders' funds............................. -- 2,026 Income taxes payable................................... (2,565)(c) 25 Deferred income taxes payable.......................... 1,819(b,c) 1,707 Derivative liabilities, at fair value.................. -- 717 Other liabilities...................................... (15)(c) 2,910 Separate account liabilities........................... -- 25,103 ------- -------- TOTAL LIABILITIES (754) 135,902 ------- -------- AGL SHAREHOLDER'S EQUITY: Preferred stock, $ 100 par value, 8,500 shares authorized, issued and outstanding................... -- 1 Common stock, $10 par value, 600,000 shares authorized, issued and outstanding................... (96)(c) 6 Additional paid-in capital............................. (778)(c) 27,250 Retained earnings (Accumulated deficit)................ 22(b,c) (9,011) Accumulated other comprehensive income................. 81(b,c) 3,711 ------- -------- TOTAL AGL SHAREHOLDER'S EQUITY (771) 21,957 ------- -------- NONCONTROLLING INTERESTS 20(c) 160 ------- -------- TOTAL EQUITY (751) 22,117 ------- -------- TOTAL LIABILITIES AND EQUITY $(1,505) $158,019 ======= ========
See Notes to Unaudited Pro Forma Condensed Financial Statements on page 7. 3 AMERICAN GENERAL LIFE INSURANCE COMPANY UNAUDITED PRO FORMA CONDENSED STATEMENTS OF INCOME (LOSS)
For the year ended December 31, 2011 -------------------------------------------------------------- VALIC AGL AGD AGAC AGLA WNL SALIC Deconsolidation (a) ------ ---- ---- ------ ------ ------ ------------------- (In Millions) REVENUES: Premiums and other considerations..................... $1,032 $112 $42 $ 424 $ 20 $ (14) $ -- Net investment income (loss).......................... 4,279 415 13 613 2,328 877 (2,164) Net realized investment gains (losses)................ 396 31 -- 44 (41) (525) (112) Insurance charges..................................... 895 108 -- 286 20 64 (9) Other................................................. 778 37 2 (1) 111 1,465 (422) ------ ---- --- ------ ------ ------ ------- TOTAL REVENUES......................................... 7,380 703 57 1,366 2,438 1,867 (2,707) ------ ---- --- ------ ------ ------ ------- BENEFITS AND EXPENSES: Policyholder benefits................................. 2,561 373 24 616 301 95 (6) Interest credited on policyholder contract deposits... 1,856 150 -- 132 1,426 468 (1,279) Amortization of deferred policy acquisition costs..... 608 12 -- 115 378 232 (269) Amortization of deferred sales inducements............ 23 -- -- 3 126 64 (17) General and administrative expenses, net of deferrals. 517 76 7 194 146 644 (183) Commissions, net of deferrals......................... 159 28 17 71 16 541 (81) ------ ---- --- ------ ------ ------ ------- TOTAL BENEFITS AND EXPENSES............................ 5,724 639 48 1,131 2,393 2,044 (1,835) ------ ---- --- ------ ------ ------ ------- INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)...... 1,656 64 9 235 45 (177) (872) INCOME TAX EXPENSE (BENEFIT): Current............................................... (196) 22 4 35 (266) 100 153 Deferred.............................................. 198 53 (1) 16 (90) (305) 30 ------ ---- --- ------ ------ ------ ------- TOTAL INCOME TAX EXPENSE (BENEFIT)..................... 2 75 3 51 (356) (205) 183 ------ ---- --- ------ ------ ------ ------- NET INCOME (LOSS)...................................... 1,654 (11) 6 184 401 28 (1,055) LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS............................................ (29) -- -- -- (21) -- 29 ------ ---- --- ------ ------ ------ ------- NET INCOME (LOSS) ATTRIBUTABLE TO AGL.................. $1,683 $(11) $ 6 $ 184 $ 422 $ 28 $(1,084) ====== ==== === ====== ====== ====== =======
---------------------- Pro Forma Pro Forma Adjustments Combined ----------- --------- REVENUES: Premiums and other considerations..................... $ (1)(c) $ 1,615 Net investment income (loss).......................... 79(c) 6,440 Net realized investment gains (losses)................ (11)(c) (218) Insurance charges..................................... 1(c) 1,365 Other................................................. -- 1,970 ---- ------- TOTAL REVENUES......................................... 68 11,172 ---- ------- BENEFITS AND EXPENSES: Policyholder benefits................................. 1(c) 3,965 Interest credited on policyholder contract deposits... 1(c) 2,754 Amortization of deferred policy acquisition costs..... (94)(b) 982 Amortization of deferred sales inducements............ 6(b) 205 General and administrative expenses, net of deferrals. 127(b,c) 1,528 Commissions, net of deferrals......................... 7(b,c) 758 ---- ------- TOTAL BENEFITS AND EXPENSES............................ 48 10,192 ---- ------- INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)...... 20 980 INCOME TAX EXPENSE (BENEFIT): Current............................................... 1(c) (147) Deferred.............................................. (18)(c) (117) ---- ------- TOTAL INCOME TAX EXPENSE (BENEFIT)..................... (17) (264) ---- ------- NET INCOME (LOSS)...................................... 37 1,244 LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS............................................ (14)(c) (35) ---- ------- NET INCOME (LOSS) ATTRIBUTABLE TO AGL.................. $ 51 $ 1,279 ==== =======
See Notes to Unaudited Pro Forma Condensed Financial Statements on page 7. 4 AMERICAN GENERAL LIFE INSURANCE COMPANY UNAUDITED PRO FORMA CONDENSED STATEMENTS OF INCOME (LOSS) (Continued)
For the year ended December 31, 2010 -------------------------------------------------------------- VALIC AGL AGD AGAC AGLA WNL SALIC Deconsolidation (a) ------ ---- ---- ------ ------ ------ ------------------- (In Millions) REVENUES: Premiums and other considerations..................... $1,029 $110 $58 $ 438 $ 14 $ (16) $ -- Net investment income (loss).......................... 4,589 485 9 692 2,604 1,081 (2,253) Net realized investment gains (losses)................ (170) 99 2 18 37 (596) 223 Insurance charges..................................... 962 101 -- 268 25 71 (11) Other................................................. 775 45 3 1 106 1,310 (380) ------ ---- --- ------ ------ ------ ------- TOTAL REVENUES......................................... 7,185 840 72 1,417 2,786 1,850 (2,421) ------ ---- --- ------ ------ ------ ------- BENEFITS AND EXPENSES: Policyholder benefits................................. 2,419 338 22 522 31 5 (7) Interest credited on policyholder contract deposits... 1,860 159 -- 131 1,471 526 (1,271) Amortization of deferred policy acquisition costs..... 642 6 1 142 218 201 (102) Amortization of deferred sales inducements............ 17 -- -- 4 94 75 (8) General and administrative expenses, net of deferrals. 519 68 10 195 147 701 (167) Commissions, net of deferrals......................... 153 30 23 76 14 474 (79) ------ ---- --- ------ ------ ------ ------- TOTAL BENEFITS AND EXPENSES............................ 5,610 601 56 1,070 1,975 1,982 (1,634) ------ ---- --- ------ ------ ------ ------- INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)...... 1,575 239 16 347 811 (132) (787) INCOME TAX EXPENSE (BENEFIT): Current............................................... 153 15 3 138 (75) (109) (141) Deferred.............................................. (561) (79) 4 (72) (341) (386) 321 ------ ---- --- ------ ------ ------ ------- TOTAL INCOME TAX EXPENSE (BENEFIT)..................... (408) (64) 7 66 (416) (495) 180 ------ ---- --- ------ ------ ------ ------- NET INCOME (LOSS)...................................... 1,983 303 9 281 1,227 363 (967) LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS............................................ 2 -- -- -- 10 -- (2) ------ ---- --- ------ ------ ------ ------- NET INCOME (LOSS) ATTRIBUTABLE TO AGL.................. $1,981 $303 $ 9 $ 281 $1,217 $ 363 $ (965) ====== ==== === ====== ====== ====== =======
----------------------- Pro Forma Pro Forma Adjustments Combined ----------- --------- REVENUES: Premiums and other considerations..................... $ (1)(c) $ 1,632 Net investment income (loss).......................... 6(c) 7,213 Net realized investment gains (losses)................ (17)(c) (404) Insurance charges..................................... -- 1,416 Other................................................. (1)(c) 1,859 ----- ------- TOTAL REVENUES......................................... (13) 11,716 ----- ------- BENEFITS AND EXPENSES: Policyholder benefits................................. (1)(c) 3,329 Interest credited on policyholder contract deposits... (1)(c) 2,875 Amortization of deferred policy acquisition costs..... (116)(b) 992 Amortization of deferred sales inducements............ (3)(b) 179 General and administrative expenses, net of deferrals. 106(b,c) 1,579 Commissions, net of deferrals......................... 8(b,c) 699 ----- ------- TOTAL BENEFITS AND EXPENSES............................ (7) 9,653 ----- ------- INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)...... (6) 2,063 INCOME TAX EXPENSE (BENEFIT): Current............................................... 1(c) (15) Deferred.............................................. 1(c) (1,113) ----- ------- TOTAL INCOME TAX EXPENSE (BENEFIT)..................... 2 (1,128) ----- ------- NET INCOME (LOSS)...................................... (8) 3,191 LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS............................................ (3)(c) 7 ----- ------- NET INCOME (LOSS) ATTRIBUTABLE TO AGL.................. $ (5) $ 3,184 ===== =======
See Notes to Unaudited Pro Forma Condensed Financial Statements on page 7. 5 AMERICAN GENERAL LIFE INSURANCE COMPANY UNAUDITED PRO FORMA CONDENSED STATEMENTS OF INCOME (LOSS) (Continued)
For the year ended December 31, 2009 ----------------------------------------------------------------- VALIC AGL AGD AGAC AGLA WNL SALIC Deconsolidation (a) ------- ---- ---- ------ ------- ------- ------------------- (In Millions) REVENUES: Premiums and other considerations..................... $ 1,038 $111 $67 $ 463 $ 12 $ (9) $ -- Net investment income (loss).......................... 3,841 484 11 621 2,520 866 (2,022) Net realized investment gains (losses)................ (1,258) (30) (2) (80) (1,094) (463) 906 Insurance charges..................................... 1,067 98 -- 263 73 51 -- Other................................................. 585 27 3 1 108 1,245 (341) ------- ---- --- ------ ------- ------- ------- TOTAL REVENUES......................................... 5,273 690 79 1,268 1,619 1,690 (1,457) ------- ---- --- ------ ------- ------- ------- BENEFITS AND EXPENSES: Policyholder benefits................................. 2,210 361 20 528 18 64 (12) Interest credited on policyholder contract deposits... 1,843 160 -- 128 1,529 758 (1,274) Amortization of deferred policy acquisition costs..... 517 15 2 120 314 464 (94) Amortization of deferred sales inducements............ 13 -- -- 3 108 25 (3) General and administrative expenses, net of deferrals. 535 72 11 203 184 695 (168) Commissions, net of deferrals......................... 150 23 30 71 22 472 (82) ------- ---- --- ------ ------- ------- ------- TOTAL BENEFITS AND EXPENSES............................ 5,268 631 63 1,053 2,175 2,478 (1,633) ------- ---- --- ------ ------- ------- ------- INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)...... 5 59 16 215 (556) (788) 176 INCOME TAX EXPENSE (BENEFIT): Current............................................... (14) 57 4 120 (2) (433) (49) (c) Deferred.............................................. 205 (83) 14 61 (63) 1,810 (27) (c) ------- ---- --- ------ ------- ------- ------- TOTAL INCOME TAX EXPENSE (BENEFIT)..................... 191 (26) 18 181 (65) 1,377 (76) ------- ---- --- ------ ------- ------- ------- NET INCOME (LOSS)...................................... (186) 85 (2) 34 (491) (2,165) 252 LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS............................................ (6) -- -- -- (3) -- -- ------- ---- --- ------ ------- ------- ------- NET INCOME (LOSS) ATTRIBUTABLE TO AGL.................. $ (180) $ 85 $(2) $ 34 $ (488) $(2,165) $ 252 ======= ==== === ====== ======= ======= =======
--------------------- Pro Forma Pro Forma Adjustments Combined ----------- --------- REVENUES: Premiums and other considerations..................... $ -- $ 1,682 Net investment income (loss).......................... -- 6,321 Net realized investment gains (losses)................ (6)(c) (2,027) Insurance charges..................................... -- 1,552 Other................................................. -- 1,628 ---- ------- TOTAL REVENUES......................................... (6) 9,156 ---- ------- BENEFITS AND EXPENSES: Policyholder benefits................................. -- 3,189 Interest credited on policyholder contract deposits... -- 3,144 Amortization of deferred policy acquisition costs..... 35(b) 1,373 Amortization of deferred sales inducements............ -- 146 General and administrative expenses, net of deferrals. -- 1,532 Commissions, net of deferrals......................... -- 686 ---- ------- TOTAL BENEFITS AND EXPENSES............................ 35 10,070 ---- ------- INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)...... (41) (914) INCOME TAX EXPENSE (BENEFIT): Current............................................... (13)(c) (330) Deferred.............................................. -- 1,917 ---- ------- TOTAL INCOME TAX EXPENSE (BENEFIT)..................... (13) 1,587 ---- ------- NET INCOME (LOSS)...................................... (28) (2,501) LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS............................................ 2(c) (7) ---- ------- NET INCOME (LOSS) ATTRIBUTABLE TO AGL.................. $(30) $(2,494) ==== =======
See Notes to Unaudited Pro Forma Condensed Financial Statements on page 7. 6 AMERICAN GENERAL LIFE INSURANCE COMPANY NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS 1. GENERAL The following notes set forth the assumptions used in preparing the Unaudited Pro Forma Condensed Financial Statements. The pro forma adjustments are based on estimates made by AGL's management using information currently available. 2. PRO FORMA ADJUSTMENTS The adjustments to the accompanying Unaudited Pro Forma Condensed Balance Sheet are described below: (a)Deconsolidation of VALIC from AGL. Impact on total assets $(68,686) million; total liabilities $(61,743) million; equity $(6,943) million. (b)Deferred policy acquisition cost adjustments per the adoption of the Financial Accounting Standards Board ("FASB") Accounting Standard Update ("ASU") ASU 2010-26 on January 1, 2012. Impact on total assets $(467) million; total liabilities $5 million; equity $(472) million. (c)Various consolidation adjustments, primarily: . Castle 2003-1 Trust and Castle 2003-2 Trust consolidation / elimination adjustments to re-compute the controlling/noncontrolling interests from the deconsolidation of VALIC and merging of WNL. . Intercompany elimination entries. . Common stock to additional paid in capital ("APIC") reclasses to cancel the common stock of the Merged Entities. . Current and deferred tax asset / liability reclasses. . Impact of various consolidation adjustments on total assets $(1,038) million; total liabilities $(759) million; equity $(279) million. The adjustments to the accompanying Unaudited Pro Forma Condensed Statements of Income (Loss) are described below: (a)Deconsolidation of VALIC from AGL. Impact on income (loss) before income tax expense (benefit): . 2011 - $(872) million . 2010 - $(787) million . 2009 - $176 million (b)Deferred policy acquisition cost adjustments per the adoption of FASB ASU 2010-26 on January 1, 2012. Impact on income (loss) before income tax expense (benefit): . 2011 - $(48) million . 2010 - $3 million . 2009 - $(35) million (c)Various consolidation adjustments, primarily: . Castle 2003-1 Trust, Castle 2003-2 Trust and intercompany elimination adjustments. Impact on income (loss) before income tax expense (benefit): . 2011 - $68 million . 2010 - $(9) million . 2009 - $(6) million . Income tax expense (benefit) adjustments. 7 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NAIC CODE: 19445 STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 TABLE OF CONTENTS Report of Independent Auditors....................................................... 2 Statements of Admitted Assets........................................................ 3 Statements of Liabilities, Capital and Surplus....................................... 4 Statements of Operations and Changes in Capital and Surplus.......................... 5 Statements of Cash Flow.............................................................. 6 Note 1 - Organization and Summary of Significant Statutory Basis Accounting Policies. 7 Note 2 - Accounting Adjustments to Statutory Basis Financial Statements.............. 19 Note 3 - Investments................................................................. 24 Note 4 - Reserves for Losses and LAE................................................. 36 Note 5 - Related Party Transactions.................................................. 41 Note 6 - Reinsurance................................................................. 53 Note 7 - Deposit Accounting Assets and Liabilities................................... 57 Note 8 - Federal Income Taxes........................................................ 58 Note 9 - Pension Plans and Deferred Compensation Arrangements........................ 66 Note 10 - Capital and Surplus and Dividend Restrictions.............................. 70 Note 11 - Contingencies.............................................................. 72 Note 12 - Other Significant Matters.................................................. 85 Note 13 - Subsequent Events.......................................................... 87
REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholder of National Union Fire Insurance Company of Pittsburgh, Pa.: We have audited the accompanying statutory statements of admitted assets, liabilities, capital and surplus of National Union Fire Insurance Co. of Pittsburgh, Pa. (the Company) as of December 31, 2011 and 2010, and the related statutory statements of operations and changes in capital and surplus, and cash flow for each of the three years then ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 1 to the financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Insurance Department of the Commonwealth of Pennsylvania, which practices differ from accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material. In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2011 and 2010, or the results of its operations or its cash flows for each of the three years then ended December 31, 2011. In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, capital and surplus of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the three years then ended December 31, 2011, on the basis of accounting described in Note 1. As described in Note 2 to the financial statements, during 2009 the Company adopted SSAP No. 10R, INCOME TAXES - REVISED, A TEMPORARY REPLACEMENT TO SSAP NO. 10 and SSAP No. 43R--REVISED LOAN-BACKED AND STRUCTURED SECURITIES. The Company has reflected the effects of these adoptions within CHANGES IN ACCOUNTING PRINCIPLES on the Statements of Changes in Capital and Surplus. /s/ PricewaterhouseCoopers LLP April 25, 2012 New York, New York 2 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. STATEMENTS OF ADMITTED ASSETS STATUTORY BASIS AS OF DECEMBER 31, 2011 AND 2010 (000'S OMITTED)
AS OF DECEMBER 31, 2011 2010 ------------------ ----------- ----------- Cash and invested assets: Bonds, primarily at amortized cost (fair value: 2011--$15,244,619; 2010--$14,120,892)......... $14,912,275 $13,919,307 Stocks:....................................................................................... Common stocks, at fair value adjusted for non admitted assets (cost: 2011--$1,524,721; 2010-- $1,495,718)................................................................................. 6,911,789 6,511,306 Preferred stocks, primarily at fair value (cost: 2011--$0; 2010--$217)........................ -- 217 Other invested assets (cost: 2011--$3,441,378; 2010--$2,655,674).............................. 3,938,581 3,238,585 Derivatives................................................................................... 2,509 -- Short-term investments, at amortized cost (approximates fair value)........................... 135,690 1,621,934 Overdraft and cash equivalents................................................................ (137,545) (134,915) Receivable for securities..................................................................... 3,639 565 ----------- ----------- TOTAL CASH AND INVESTED ASSETS............................................................ 25,766,938 25,156,999 ----------- ----------- Investment income due and accrued................................................................ 155,112 180,797 Agents' balances or uncollected premiums: Premiums in course of collection.............................................................. 458,922 377,660 Premiums and installments booked but deferred and not yet due................................. 363,136 432,688 Accrued retrospective premiums................................................................ 1,453,867 1,528,069 Amounts billed and receivable from high deductible policies...................................... 40,229 34,708 Reinsurance recoverable on loss payments......................................................... 378,204 416,132 Funds held by or deposited with reinsurers....................................................... 75,887 43,767 Federal income taxes recoverable from affiliates................................................. -- 34,361 Net deferred tax assets.......................................................................... 873,540 1,000,337 Equities in underwriting pools and associations.................................................. 281,764 575,123 Receivables from parent, subsidiaries and affiliates............................................. 167,165 2,026,969 Other admitted assets............................................................................ 390,680 440,464 ----------- ----------- TOTAL ADMITTED ASSETS..................................................................... $30,405,444 $32,248,074 =========== ===========
See Notes to Statutory Basis Financial Statements 3 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. STATEMENTS OF LIABILITIES, CAPITAL AND SURPLUS STATUTORY BASIS AS OF DECEMBER 31, 2011 AND 2010 (000'S OMITTED EXCEPT SHARE INFORMATION)
AS OF DECEMBER 31, 2011 2010 ------------------ ----------- ----------- LIABILITIES Reserves for losses and loss adjustment expenses.............................................. $12,342,958 $14,214,768 Unearned premium reserves..................................................................... 2,567,425 2,996,516 Commissions, premium taxes, and other expenses payable........................................ 319,077 238,588 Reinsurance payable on paid loss and loss adjustment expenses................................. 87,857 163,698 Current federal taxes payable to parent....................................................... 61,853 -- Funds held by company under reinsurance treaties.............................................. 1,031,053 139,264 Provision for reinsurance..................................................................... 77,539 101,251 Ceded reinsurance premiums payable, net of ceding commissions................................. 363,527 383,332 Collateral deposit liability.................................................................. 384,576 431,011 Payable to parent, subsidiaries and affiliates................................................ 180,971 367,961 Derivatives................................................................................... -- 11,263 Other liabilities............................................................................. 374,601 459,607 ----------- ----------- TOTAL LIABILITIES.......................................................................... 17,791,437 19,507,259 ----------- ----------- CAPITAL AND SURPLUS Common capital stock, $5.00 par value, 1,000,000 shares authorized, 895,750 shares issued and outstanding 4,479 4,479 Capital in excess of par value................................................................ 6,379,762 6,237,997 Unassigned surplus............................................................................ 5,628,656 5,898,315 Special surplus tax--SSAP 10R................................................................. 600,868 599,502 Special surplus funds from retroactive reinsurance............................................ 242 522 ----------- ----------- TOTAL CAPITAL AND SURPLUS.................................................................. 12,614,007 12,740,815 ----------- ----------- TOTAL LIABILITIES, CAPITAL, AND SURPLUS.................................................... $30,405,444 $32,248,074 =========== ===========
See Notes to Statutory Basis Financial Statements 4 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS STATUTORY BASIS FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- ----------- ----------- ----------- STATEMENTS OF OPERATIONS Underwriting income: Premiums earned........................................................................ $ 5,195,920 $ 5,244,486 $ 6,071,466 ----------- ----------- ----------- Underwriting deductions: Losses incurred........................................................................ 3,760,257 4,787,494 4,753,215 Loss adjustment expenses incurred...................................................... 600,635 921,320 774,866 Other underwriting expenses incurred................................................... 1,312,793 1,392,409 1,439,581 ----------- ----------- ----------- Total underwriting deductions........................................................... 5,673,685 7,101,223 6,967,662 ----------- ----------- ----------- Net underwriting loss................................................................... (477,765) (1,856,737) (896,196) ----------- ----------- ----------- Investment income: Net investment income earned........................................................... 963,300 1,095,908 1,032,274 Net realized capital gains (net of capital gains tax: 2011--$0; 2010--$17,767; 2009-- $930,452)............................................................................ 172,160 8,838 352,053 ----------- ----------- ----------- Net investment gain..................................................................... 1,135,460 1,104,746 1,384,327 ----------- ----------- ----------- Net (loss) gain from agents' or premium balances charged-off............................ (17,201) 21,847 (37,084) Finance and service charges not included in premiums.................................... -- -- 4,851 Other (expense) income.................................................................. (37,751) 41,388 7,951 ----------- ----------- ----------- INCOME (LOSS) AFTER CAPITAL GAINS TAXES AND BEFORE FEDERAL INCOME TAXES 602,743 (688,756) 463,849 Federal income tax expense (benefit).................................................... 6,340 (3,590) (377,136) ----------- ----------- ----------- NET INCOME (LOSS)...................................................................... $ 596,403 $ (685,166) $ 840,985 =========== =========== =========== CHANGES IN CAPITAL AND SURPLUS Capital and surplus, as of December 31, previous year................................... $12,740,815 $12,658,360 $11,825,423 Adjustment to beginning surplus........................................................ (372,990) (50,874) (126,308) ----------- ----------- ----------- Capital and surplus, as of January 1,................................................... 12,367,825 12,607,486 11,699,115 Changes in accounting principles (refer to Note 2)..................................... Adoption of SSAP 10R................................................................. -- -- 242,874 Cumulative effect of changes in accounting principles................................ -- -- (91,387) Other changes in capital and surplus:.................................................. Net income........................................................................... 596,403 (685,166) 840,985 Change in net unrealized capital gains (losses) (net of capital gains tax (benefit) expense: 2011--$(3,265); 2010--$63,042; 2009--$(20,011))........................... 390,040 428,758 (434,565) Change in net deferred income tax.................................................... 170,542 35,165 38,269 Change in non-admitted assets........................................................ (222,978) 79,498 (201,784) Change in SSAP 10R................................................................... 1,366 356,628 -- Change in provision for reinsurance.................................................. 23,712 (7,702) 7,298 Capital contribution................................................................. 651,765 774,479 1,087,400 Return of capital.................................................................... (510,000) -- -- Dividends to stockholder............................................................. (861,346) (889,961) (537,000) Other surplus adjustments............................................................ 6,678 45,874 2,933 Foreign exchange translation......................................................... -- (4,244) 4,222 ----------- ----------- ----------- Total changes in capital and surplus................................................... 246,182 133,329 959,245 ----------- ----------- ----------- CAPITAL AND SURPLUS, AS OF DECEMBER 31, $12,614,007 $12,740,815 $12,658,360 =========== =========== ===========
See Notes to Statutory Basis Financial Statements 5 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. STATEMENTS OF CASH FLOW STATUTORY BASIS FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- ----------- ----------- ----------- CASH FROM OPERATIONS Premiums collected, net of reinsurance..................................... $ 4,827,538 $ 4,985,853 $ 6,012,704 Net investment income...................................................... 978,098 1,117,172 879,604 Miscellaneous (expense) income............................................. (59,138) 18,885 (22,990) ----------- ----------- ----------- SUB-TOTAL............................................................... 5,746,498 6,121,910 6,869,318 Benefit and loss related payments.......................................... 3,805,224 4,307,011 4,612,122 Payment to an affiliate under the asbestos loss portfolio transfer......... 827,363 -- -- Commission and other expense paid.......................................... 2,003,194 2,142,679 2,300,255 Dividends paid to policyholders............................................ -- -- 246 Federal and foreign income taxes recovered................................. (35,348) (140,897) (43,319) ----------- ----------- ----------- NET CASH (USED IN) PROVIDED FROM OPERATIONS............................. (853,935) (186,883) 14 ----------- ----------- ----------- CASH FROM INVESTMENTS Proceeds from investments sold, matured, or repaid: Bonds................................................................... 4,486,411 6,193,496 2,778,983 Stocks.................................................................. 1,468,434 532,652 5,332,526 Other................................................................... 470,130 1,006,707 613,320 ----------- ----------- ----------- TOTAL PROCEEDS FROM INVESTMENTS SOLD, MATURED, OR REPAID................ 6,424,975 7,732,855 8,724,829 ----------- ----------- ----------- Cost of investments acquired: Bonds................................................................... 5,445,869 7,491,719 2,830,766 Stocks.................................................................. 658,502 621,311 335,841 Other................................................................... 1,310,840 1,160,055 963,564 ----------- ----------- ----------- TOTAL COST OF INVESTMENT ACQUIRED....................................... 7,415,211 9,273,085 4,130,171 ----------- ----------- ----------- NET CASH (USED IN) PROVIDED FROM INVESTING ACTIVITIES................... (990,236) (1,540,230) 4,594,658 ----------- ----------- ----------- CASH FROM FINANCING AND MISCELLANEOUS SOURCES Capital contribution....................................................... 1,387,617 -- -- Return of capital.......................................................... (510,000) -- -- Dividends to stockholder................................................... (825,000) (776,238) (537,000) Intercompany receivable and payable, net................................... 96,737 2,163,647 (2,961,854) Net deposit on deposit-type contracts and other insurance.................. (1,819) 14,051 78,549 Equities in underwriting pools and association............................. 292,276 6,871 113,428 Collateral deposit liability............................................... (46,435) (14,667) (130,248) Other...................................................................... (38,079) (75,924) (200,463) ----------- ----------- ----------- NET CASH PROVIDED FROM (USED IN) FINANCING AND MISCELLANEOUS ACTIVITIES. 355,297 1,317,740 (3,637,588) ----------- ----------- ----------- NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS........................... (1,488,874) (409,373) 957,084 Cash and short-term investments: Beginning of year....................................................... 1,487,019 1,896,392 939,308 ----------- ----------- ----------- END OF YEAR............................................................. $ (1,855) $ 1,487,019 $ 1,896,392 =========== =========== ===========
See Notes to Statutory Basis Financial Statements 6 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT STATUTORY BASIS ACCOUNTING POLICIES A. ORGANIZATION National Union Fire Insurance Company of Pittsburgh, Pa. (the Company or National Union) is a direct wholly-owned subsidiary of Chartis U.S., Inc., a Delaware corporation, which is in turn owned by Chartis, Inc. (Chartis), a Delaware corporation. The Company's ultimate parent is American International Group, Inc. (the Ultimate Parent or AIG). See Note 5 for information about recent developments regarding AIG and Chartis, Inc. Chartis conducts the general insurance operations of AIG. Chartis presents its financial information in two operating segments - commercial insurance and consumer insurance - with the supporting claims, actuarial, and underwriting disciplines integrated into these two major business segments. On January 17, 2012, Chartis announced that it had aligned its geographic structure to enhance execution of its commercial and consumer strategies and to add greater focus on its growth economies initiatives. Under this framework, Chartis is organized under three major geographic areas: the Americas, Asia and EMEA (Europe, Middle East and Africa). Previously, Chartis was organized in four geographic areas: the United States & Canada, Europe, the Far East, and Growth Economies (primarily consisting of Asia Pacific, the Middle East, and Latin America). This had no impact on the Company. The Company writes substantially all lines of property and casualty insurance with an emphasis on U.S. commercial business. In addition to writing substantially all classes of business insurance, including large commercial or industrial property insurance, excess liability, inland marine, environmental, workers' compensation and excess and umbrella coverages, the Company offers many specialized forms of insurance such as aviation, accident and health, warranty, equipment breakdown, directors and officers liability, difference in conditions, kidnap-ransom, export credit and political risk, and various types of errors and omissions coverages. Through AIG's risk management operation, the Company provides insurance and risk management programs to large corporate customers. In addition, through AIG's risk solution operation, the Company provides its customized structured products and through the Private Client Group the Company provides personal lines insurance to high-net-worth individuals. The Company remains diversified both in terms of classes of business and geographic locations. For calendar year 2011, 25.8 percent of its net premiums written represented workers' compensation business. During 2011, of the Company's total direct written premium, 12.1 percent, 9.3 percent, 7.4 percent and 7.3 percent were written in California, Texas, New York and Delaware, respectively. Direct premiums written in non-U.S. jurisdictions accounted for 10.2 percent of total Direct Premiums Written. No other jurisdiction accounted for more than 5.0 percent of such premiums. The Company is party to that certain Amended and Restated Inter-company Pooling Agreement, dated October 1, 2011 among the companies listed below (the Admitted Pooling Agreement), which nine companies are each a member of the Admitted Companies Pool (the Admitted Pool) governed by the Admitted Pooling Agreement. The changes to the Admitted Companies Pooling Agreement were not material and were intended to clarify certain provisions and to consolidate and modernize the 1978 agreement with 14 addenda into one document. The member companies, their National Association of Insurance Commissioners (NAIC) company codes, inter-company pooling percentages and states of domicile are as follows: 7 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
Pool NAIC Participation State of Company Co Code Percentage Domicile ------- ------- ------------- ------------ (1) National Union *................................... 19445 38% Pennsylvania (2) American Home Assurance Company (American Home).... 19380 36% New York (3) Commerce and Industry Insurance Company (C&I)...... 19410 11% New York (4) Chartis Property Casualty Company (Chartis PC)..... 19402 5% Pennsylvania (5) New Hampshire Insurance Company (New Hampshire).... 23841 5% Pennsylvania (6) The Insurance Company of the State of Pennsylvania (ISOP)............................................... 19429 5% Pennsylvania (7) Chartis Casualty Company........................... 40258 0% Pennsylvania (8) Granite State Insurance Company.................... 23809 0% Pennsylvania (9) Illinois National Insurance Co..................... 23817 0% Illinois * Lead Company
The accompanying financial statements include the Company's U.S. operation and its participation in the Chartis Overseas Association (the Association). The Company accepts business mainly from insurance brokers, enabling selection of specialized markets and retention of underwriting control. Any licensed insurance broker is able to submit business to the Company, but such broker has no authority to commit the Company to accept risk. In addition, the Company utilizes certain managing general agents and third party administrators for policy issuance and administration, underwriting, and claims adjustment services. The Company has significant transactions with AIG and affiliates and participates in the Chartis U.S. Admitted Pool. Refer to Note 5 for additional information. B. SUMMARY OF SIGNIFICANT STATUTORY BASIS ACCOUNTING POLICIES PRESCRIBED OR PERMITTED STATUTORY ACCOUNTING PRACTICES: The accompanying financial statements of the Company have been prepared in conformity with accounting practices prescribed or permitted by the Insurance Department of the Commonwealth of Pennsylvania (PA SAP). PA SAP recognizes only statutory accounting practices prescribed or permitted by the Commonwealth of Pennsylvania for determining and reporting the financial position and results of operations of an insurance company and for the purpose of determining its solvency under the Pennsylvania Insurance Law. The NAIC ACCOUNTING PRACTICES AND PROCEDURES MANUAL (NAIC SAP) has been adopted as a component of prescribed or permitted practices by the Commonwealth of Pennsylvania. The Commissioner of the Insurance Department of the Commonwealth of Pennsylvania (the Commissioner) has the right to permit other specific practices that deviate from prescribed practices. PA SAP has adopted certain accounting practices that differ from those found in NAIC SAP, specifically, the prescribed practice of allowing the discounting of workers' compensation known case loss reserves on a non-tabular basis (under NAIC SAP, non-tabular discounting reserves is not permitted). PA SAP has allowed the calculation of the provision for reinsurance in accordance with NY Regulation 20. A reconciliation of the 8 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Company's net income and capital and surplus between NAIC SAP and practices prescribed or permitted by PA SAP is shown below:
DECEMBER 31, 2011 2010 2009 ------------ ----------- ----------- ----------- NET INCOME (LOSS), PA SAP.......................... $ 596,403 $ (685,166) $ 840,985 State prescribed practices--addition (deduction): Non-tabular discounting......................... 221,772 (267,788) (48,951) ----------- ----------- ----------- NET INCOME (LOSS), NAIC SAP........................ $ 818,175 $ (952,954) $ 792,034 =========== =========== =========== STATUTORY SURPLUS, PA SAP.......................... $12,614,007 $12,740,815 $12,658,360 State prescribed or permitted practices--(charge): Non-tabular discounting......................... (986,282) (1,208,054) (940,266) Credits for reinsurance......................... (100,092) (181,992) (200,449) ----------- ----------- ----------- STATUTORY SURPLUS, NAIC SAP........................ $11,527,633 $11,350,769 $11,517,645 =========== =========== ===========
With the concurrence of the Pennsylvania Insurance Department (PA DOI), the Company has discounted certain of its asbestos reserves, specifically, those for which future payments have been identified as fixed and determinable. The use of the aforementioned prescribed practices has not adversely affected the Company's ability to comply with the NAIC's risk based capital and surplus requirements for the 2011, 2010 and 2009 reporting periods. STATUTORY ACCOUNTING PRACTICES AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES: NAIC SAP is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America (GAAP). NAIC SAP and PA SAP vary in certain respects from GAAP. A description of certain of these accounting differences is set forth below: Under GAAP: a. Costs that vary directly with acquiring business related to premiums written and costs allowed by assuming reinsurers related to premiums ceded are deferred and amortized over the periods covered by the underlying policies or reinsurance agreements; b. Statutory basis adjustments, such as non-admitted assets and unauthorized reinsurance, are restored to surplus; 9 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) c. The equity in earnings of affiliates with ownership between 20.0 percent and 50.0 percent is included in net income, and investments in subsidiaries with greater than 50.0 percent ownership are consolidated; d. The reserves for losses and loss adjustment expenses (LAE) and unearned premium reserves are presented gross of ceded reinsurance by establishing a reinsurance asset; e. Debt and equity securities deemed to be available-for-sale and trading securities are reported at fair value. The difference between cost and fair value of securities available-for-sale is reflected net of related deferred income tax, as a separate component of accumulated other comprehensive income in shareholder's equity. For trading and fair value option securities, the difference between cost and fair value is included in income, while securities held to maturity are valued at amortized cost; f. Direct written premium contracts that do not have sufficient risk transfer are treated as deposit accounting liabilities; g. Insurance and reinsurance contracts recorded as retroactive require the deferral and amortization of accounting gains over the settlement period of the ceded claim recoveries. Losses are recognized in the STATEMENTS OF OPERATIONS; h. Deferred federal income taxes are provided for temporary differences for the expected future tax consequences of events that have been recognized in the Company's financial statements. The provision for deferred income taxes is reported in the STATEMENTS OF OPERATIONS; i. For structured settlements in which the reporting entity has not been legally released from its obligation with the claimant (i.e. remains as the primary obligor), GAAP requires the deferral of any gain resulting from the purchase of a structured settlement annuity and to present an asset for the amounts to be recovered from such annuities; j. Entities termed variable interest entities (VIEs) in which equity investors do not have the characteristics of controlling interest, or do not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, are subject to consolidation by the entity that will absorb the majority of the VIE's expected losses or residual returns, if they occur; k. Investments in limited partnerships, hedge funds and private equity interests over which the Company has influence are accounted for using the equity method with changes in interest included in net realized investment gains. Interest over which the Company does not have influence are reported, net of tax, as a component of accumulated other comprehensive income in shareholder's equity; and l. The statement of cash flow defers in certain respects from the presentation required under NAIC, including the presentation of changes in cash and cash equivalents. Under NAIC SAP: a. Costs that vary directly with acquiring business related to premiums written and costs allowed by assuming reinsurers related to premiums ceded are immediately expensed; 10 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) b. Statutory basis adjustments, such as non-admitted assets and unauthorized reinsurance are charged directly to surplus; c. Subsidiaries are not consolidated. The equity in earnings of affiliates is included in unrealized appreciation/(depreciation) of investments, which is reported directly in surplus. Dividends are reported as investment income; d. The reserve for losses and LAE and unearned premium reserves are presented net of ceded reinsurance; e. NAIC investment grade debt securities are reported at amortized cost, while NAIC non-investment grade debt securities (NAIC rated 3 to 6) are reported at lower of cost or fair value; f. Direct written premium contracts are reported as insurance as long as policies are issued in accordance with insurance requirements; g. Insurance and reinsurance contracts recorded as retroactive receive special accounting treatment. Gains and losses are recognized in the STATEMENTS OF OPERATIONS and surplus is segregated to the extent gains are recognized. Certain retroactive intercompany reinsurance contracts are accounted for as prospective reinsurance if there is no gain in surplus as a result of the transaction; h. Deferred federal income taxes are provided for temporary differences for the expected future tax consequences of events that have been recognized in the Company's financial statements. Changes in deferred income taxes are charged directly to surplus and have no impact on statutory earnings. The admissibility of deferred tax assets is limited by statutory guidance; i. For structured settlement annuities where the claimant is the payee, statutory accounting treats these settlements as completed transactions and considers the earnings process complete (thereby allowing for immediate gain recognition), regardless of whether or not the reporting entity is the owner of the annuity; j. NAIC SAP does not require consolidation of VIEs; k. Investments in partnerships, hedge funds and private equity interests are carried at the underlying GAAP equity with results from operations reflected in unrealized gains and losses in the STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS; and l. The statutory statement of cash flow defers in certain respects from the GAAP presentation, including the presentation of changes in cash and short-term investments instead of cash equivalents and certain miscellaneous sources are excluded from operational cash flows. The effects on the financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material. 11 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) SIGNIFICANT STATUTORY ACCOUNTING PRACTICES: A summary of the Company's significant statutory accounting practices are as follows: Use of Estimates: The preparation of financial statements in conformity with PA SAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. On an ongoing basis, the Company evaluates all of its estimates and assumptions. PA SAP also requires disclosure of contingent assets and liabilities at the date of the statutory financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from management's estimates. The significant estimates were used for reserves for losses and LAE, certain reinsurance balances, admissibility of deferred taxes, allowance for doubtful accounts and the carrying value of certain investments. Invested Assets: The Company's invested assets are accounted for as follows: o CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS: The Company considers all highly liquid debt securities with maturities of greater than three months but less than twelve months from the date of purchase to be short-term investments. Short-term investments are carried at amortized cost which approximates fair value (as designated by the NAIC Capital Markets and Investment Analysis Office, formerly known as NAIC Securities Valuation Office). The Company maximizes its investment return by investing a significant amount of cash-on-hand in short-term investments. Short-term investments are recorded separately from cash in the accompanying financial statements. The Company funds cash accounts daily using funds from short-term investments. Cash is in a negative position when outstanding checks exceed cash-on-hand in operating bank accounts. As described in Note 5, the Company is party to an inter-company reinsurance pooling agreement. As the Company is the lead participant in the pool, the Company makes disbursements on behalf of the pool which is also a cause for the Company's negative cash position. As required by the NAIC SAP, the negative cash balance is presented as an asset. Cash equivalents are short-term, highly liquid investments, with original maturities of three months or less, that are both; (a) readily convertible to known amounts of cash; and (b) so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. o BONDS: Bonds with an NAIC designation of 1 and 2 are carried at amortized cost using the scientific method. Bonds with an NAIC designation of 3 to 6 are carried at the lower of amortized cost or fair value. Bonds that have not been filed with the NAIC Capital Markets and Investment Analysis Office within one year of purchase receive a "6*" rating and are carried at zero value, with a charge to unrealized investment loss. Bonds filed with the NAIC Capital Markets and Investment Analysis Office which receive a "6*" can carry a value greater than zero. If a bond is determined to have an other-than-temporary impairment (OTTI) in value the cost basis is written down to fair value as a new cost basis, with the corresponding charge to NET REALIZED CAPITAL GAINS/(LOSSES) as a realized loss. In periods subsequent to the recognition of an OTTI loss for bonds, the Company generally accretes the difference between the new cost basis and the cash flows expected to be collected, if applicable, as interest income over the remaining life of the security based on the amount and timing of future estimated cash flows. Loan-backed and structured securities are carried at amortized cost and generally are more likely to be prepaid than other fixed maturities. As of December 31, 2011 and 2010, the fair value of the Company's loan-backed and structured securities approximated $5,159,229 and $2,675,599, respectively. Loan-backed 12 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) and structured securities include prepayment assumptions used at the purchase date and valuation changes caused by changes in estimated cash flow, and are valued using the retrospective method. Prepayment assumptions for loan-backed and structured securities were obtained from independent third party services or internal estimates. These assumptions are consistent with the current interest rate and economic environment. As described in Note 2 - Accounting Changes, the Company adopted a change in its OTTI accounting principle pertaining to loan-backed and structured securities in the third quarter of 2009 when it adopted SSAP No. 43R (Revised) LOAN-BACKED AND STRUCTURED SECURITIES (SSAP 43R). Under SSAP 43R, credit-related OTTI for loan-backed and structured securities is based on projected discounted cash flows, whereas, credit-related OTTI for loan-backed and structured securities was previously based on projected undiscounted cash flows under SSAP 43. o COMMON AND PREFERRED STOCKS: Unaffiliated common stocks are carried principally at fair value. Perpetual preferred stocks with an NAIC rating of P1 or P2 are carried at fair value. Redeemable preferred stocks with an NAIC rating of RP1 or RP2 that are subject to a 100 percent mandatory sinking fund or paid-in-kind are carried at amortized cost. All below investment grade, NAIC 3 to 6 preferred stocks, are carried at the lower of amortized cost or fair value. Investments in non-publicly traded affiliates are recorded based on the underlying audited equity of the respective entity's financial statements. The Company's share of undistributed earnings and losses of the affiliates are reported in the Unassigned Surplus as unrealized gains and losses. o OTHER INVESTED ASSETS: Other invested assets include primarily joint ventures and partnerships. Fair values are based on the net asset value of the respective entity's financial statements. Joint ventures and partnership investments are accounted for under the equity method, based on the most recent financial statements of the entity. Changes in carrying value are recorded as unrealized gains or losses. For investments in joint ventures and partnerships that are determined to have an OTTI in value, the cost basis is written down to fair value as the new cost basis, with the corresponding charge to NET REALIZED CAPITAL GAINS/(LOSSES) as a realized loss. Investments in collateral loans are carried at their outstanding principal balance plus related accrued interest, less impairments, if any, and are admitted assets to the extent the fair value of the underlying collateral value equals or exceeds 100 percent of the recorded loan balance. o DERIVATIVES: The fair values of derivatives are determined using quoted prices in active markets and other market-evidence whenever possible, including market-based inputs to model, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. The Company's cross-currency swaps are accounted for under SSAP No. 86, entitled "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS" (SSAP 86). None of the cross-currency swaps meet the hedging requirements under SSAP 86, and therefore the change in fair value of such derivatives are recorded as unrealized gains or losses in UNASSIGNED SURPLUS in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS. When the contract expires, realized gains and losses are recorded in investment income. o NET INVESTMENT GAINS: Net investment gains consist of net investment income earned and realized gains or losses from the disposition or impairment of investments. Net investment income earned includes accrued interest, accrued dividends and distributions from partnerships and joint ventures. Investment income is recorded as earned. Realized gains or losses on the disposition of investments are determined on the basis of specific identification. 13 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Investment income due and accrued is assessed for collectability. The Company writes off investment income due and accrued when it is probable that the amount is uncollectible by recording a charge against investment income in the period such determination is made. Any amounts over 90 days past due which have not been written-off are non-admitted by the Company. As of December 31, 2011 and 2010, no material amount of investment income due and accrued was determined to be uncollectible or non-admitted. o UNREALIZED GAINS (LOSSES): Unrealized gains (losses) on all stocks, bonds carried at fair value, joint ventures, partnerships, derivatives and foreign currency translation are credited or charged to UNASSIGNED SURPLUS. OTHER THAN TEMPORARY IMPAIRMENT: The Company regularly evaluates its investments for OTTI in value. The determination that a security has incurred an OTTI in value and the amount of any loss recognition requires the judgment of the Company's management and a continual review of their investment portfolio. The Company's policy for determining OTTI has been established in accordance with the prescribed NAIC SAP guidance, including SSAP 43R, SSAP No. 26 - BONDS, EXCLUDING LOAN BACKED AND STRUCTURED SECURITIES, SSAP No. 30 - INVESTMENTS IN COMMON STOCK (excluding investments in common stock of subsidiary, controlled, or affiliated entities), SSAP No 48 - JOINT VENTURES, PARTNERSHIPS AND LIMITED LIABILITY COMPANIES and INT 06-07 DEFINITION OF PHRASE "OTHER THAN TEMPORARY". For bonds, other than loan-backed and structured securities, an OTTI shall be considered to have occurred if it is probable that the Company will not be able to collect all amounts due under the contractual terms in effect at the acquisition date of the debt security. For loan-backed and structured securities, when a credit-related OTTI is present, the amount of OTTI recognized as a realized loss is equal to the difference between the investment's amortized cost basis and the present value of cash flows expected to be collected. If a bond is determined to have an OTTI in value the cost basis is written down to fair value as a new cost basis, with the corresponding charge to Net Realized Capital Losses. In general, a security is considered a candidate for OTTI if it meets any of the following criteria: . Trading at a significant (25 percent or more) discount to par, amortized cost (if lower) or cost for an extended period of time (nine consecutive months or longer); or . The occurrence of a discrete credit event resulting in (i) the issuer defaulting on a material outstanding obligation, (ii) the issuer seeking protection from creditors under the bankruptcy law as or any similar laws intended for court supervised reorganization of insolvent enterprises; or (iii) the issuer proposing a voluntary reorganization pursuant to which creditors are asked to exchange their claims for cash or securities having a fair value substantially lower than par value of their claims; or . The Company may not realize a full recovery on their investment, irrespective of the occurrence of one of the foregoing events. Common and preferred stock investments whose fair value is less than their book value for a period greater than twelve months are considered a candidate for OTTI. Once a candidate for impairment has been identified, the 14 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) investment must be analyzed to determine if any impairment would be considered other than temporary. Factors include: . The Company may not realize a full recovery on its investment; . Fundamental credit issues of the issuer; . An intent to sell the investment prior to the recovery of cost of the investment; or . Any other qualitative/quantitative factors that would indicate that an OTTI has occurred. Limited partnership investments whose fair value is less than its book value for a period greater than twelve months are considered a candidate for OTTI. Once a candidate for impairment has been identified, the investment must be analyzed to determine if any impairment would be considered other than temporary. Factors to consider include: . An order of liquidation or other fundamental credit issues with the partnership; . Evaluation of the cash flow activity between the Company and the partnership or fund during the year; . Evaluation of the current stage of the life cycle of the investment; . An intent to sell the investment prior to the recovery of cost of the investment; or . Any other qualitative/quantitative factors that would indicate that an OTTI has occurred. Revenue Recognition: Direct written premiums are primarily earned on a pro rata basis over the terms of the policies to which they relate. For policies with exposure periods greater than thirteen months, premiums are earned in accordance with the methods prescribed in SSAP No. 65, PROPERTY AND CASUALTY CONTRACTS (SSAP 65). Accordingly, unearned premiums represent the portion of premiums written which are applicable to the unexpired terms of policies in force. Ceded premiums are amortized into income over the contract period in proportion to the protection received. Premium estimates for retrospectively rated policies are recognized within the periods in which the related losses are incurred. In accordance with SSAP No. 66, RETROSPECTIVELY RATED CONTRACTS (SSAP 66), the Company estimates accrued retrospectively rated premium adjustments using the application of historical ratios of retrospectively rated premium development. The Company records accrued retrospectively rated premiums as an adjustment to written and earned premiums. The Company establishes non-admitted assets for 100 percent of amounts recoverable where any agent's balance or uncollected premium has been classified as non-admitted, and thereafter for 10 percent of any amounts recoverable not offset by retrospectively rated premiums or collateral. At December 31, 2011 and 2010, accrued premiums related to the Company's retrospectively rated contracts amounted to $1,453,867 and $1,528,069, respectively, net of non-admitted premium balances of $61,447 and $59,016, respectively. 15 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Net written premiums that were subject to retrospective rating features were as follows:
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- -------- -------- -------- Net written premiums subject to retrospectively rated premiums............................................ $370,201 $551,967 $555,691 Percentage of total net written premiums.............. 7.8% 11.7% 9.2%
Adjustments to premiums for changes in the level of exposure to insurance risk are generally determined based upon audits conducted after the policy expiration date. In accordance with SSAP No. 53, PROPERTY AND CASUALTY CONTRACTS - PREMIUMS (SSAP 53), the Company records the audit premium estimates as an adjustment to written premium, and earns these premiums immediately. For premium estimates that result in a return of premium to the policyholder, the Company immediately reduces earned premiums. When the premium exceeds the amount of collateral held, a non-admitted asset (equivalent to 10.0 percent of this excess amount) is recorded. In accordance with SSAP 53, the Company reviews its ultimate losses with respect to its unearned premium reserves. A premium deficiency liability is established if the unearned premium reserves are not sufficient to cover the ultimate loss projection and associated acquisition expenses. Investment income is not considered in the calculation. For certain lines of business for which an insurance policy is issued on a claims-made basis, the Company offers to its insureds the option to purchase an extended reporting endorsement which permits the extended reporting of insured events after the termination of the claims-made contract. Extended reporting endorsements modify the discovery period of the underlying contract and can be for a defined period (e.g., six months, one year, five years) or an indefinite period. For defined reporting periods, premiums are earned over the term of the fixed period. For indefinite reporting periods, premiums are fully earned as written and loss and LAE liabilities associated with the unreported claims are recognized immediately. For warranty insurance, the Company will generally offer reimbursement coverage on service contracts issued by an authorized administrator and sold through a particular retail channel. Premiums are recognized over the life of the reimbursement policy in proportion to the expected loss emergence. The expected loss emergence can vary substantially by policy due to the characteristics of products sold by the retailer, the terms and conditions of service contracts sold as well as the duration of an original warranty provided by the equipment manufacturer. The Company reviews all such factors to produce earnings curves which approximate the expected loss emergence for a particular contract in order to recognize the revenue earned. Reinsurance: Ceded premiums, commissions, expense reimbursements and reserves related to ceded business are accounted for on a basis consistent with that used in accounting for the original contracts issued and the terms of the reinsurance contract. Ceded premiums are reported as a reduction of premium earned. Amounts applicable to ceded reinsurance for unearned premium reserves, and reserves for losses and LAE have been reported as a reduction of these items, and expense allowances received in connection with ceded reinsurance are accounted for as a reduction of the related acquisition cost. Retroactive Reinsurance: Retroactive reinsurance reserves are reported separately in the balance sheet. Gains or losses are recognized in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS as part of OTHER 16 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) INCOME. Surplus gains are reported as segregated UNASSIGNED SURPLUS until the actual retroactive reinsurance recovered exceeds the consideration paid. Deposit Accounting: Assumed and ceded reinsurance contracts which, based on internal analysis, do not transfer a sufficient amount of insurance risk are recorded as deposit accounting transactions. In accordance with SSAP No. 62R, the Company records the net consideration paid or received as a deposit asset or liability, respectively. The deposit asset is reported as admitted if; i) the assuming company is licensed, accredited or qualified by PA DOI, or, ii) the collateral (i.e.: funds withheld, letters of credit or trusts provided by the reinsurer) meets all the requirements of PA SAP. The deposit asset or liability is adjusted by calculating the effective yield on the deposit to reflect the actual payments made or received to date and the expected future payments with a corresponding credit or charge to OTHER INCOME in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS. High Deductible Policies: In accordance with SSAP 65, the Company establishes loss reserves for high deductible policies net of deductibles (or reserve credits). As of December 31, 2011 and 2010, the amount of reserve credits recorded for high deductibles on unpaid claims amounted to $3,904,458 and $3,839,157, respectively. The Company establishes a non-admitted asset for 10 percent of paid loss recoverables, on high deductible policies, in excess of collateral held on an individual insured basis, or for 100 percent of paid loss recoverables where no collateral is held. As of December 31, 2011 and 2010, the net amount billed and recoverable on paid claims was $66,624 and $70,530, respectively, of which $26,395 and $35,822, respectively, were non-admitted. Additionally, the Company establishes an allowance for doubtful accounts for such paid loss recoverables in excess of collateral and after non-admitted assets, and does not recognize reserve credits where paid loss credits are deemed by the Company to be uncollectible. Foreign Property Casualty Business: As agreed with the PA DOI, the Company accounts for its participation in the business of the Association by: (a) recording its net (after pooling) participation of such business as direct writings in its statutory financial statements; (b) recording in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS its participation in the results of underwriting and investment income; and, (c) recording in the STATEMENTS OF ADMITTED ASSETS and LIABILITIES, CAPITAL AND SURPLUS, its participation in the significant insurance and reinsurance balances; its net participation in all other assets (such as the invested assets) and liabilities has been recorded in EQUITIES IN UNDERWRITING POOLS AND ASSOCIATIONS. Commissions and Underwriting Expenses: Commissions, premium taxes, and certain underwriting expenses related to premiums written are charged to income at the time the premiums are written and are included in OTHER UNDERWRITING EXPENSES INCURRED. In accordance with SSAP 62R, the Company records a liability, equal to the difference between the acquisition cost and the reinsurance commissions received, on those instances where ceding commissions paid exceed the acquisition cost of the business ceded. The liability is amortized pro rata over the effective period of the reinsurance agreement in proportion to the amount of coverage provided under the reinsurance contract. Reserves for Losses and LAE: The reserves for losses and LAE, including IBNR losses, are determined on the basis of actuarial specialists' evaluations and other estimates, including historical loss experience. The methods of making such estimates and for establishing the resulting reserves are continually reviewed and updated as needed, and any resulting adjustments are recorded in the current period. Accordingly, reserves for losses and LAE are charged to income as incurred. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. 17 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The Company discounts its loss reserves on workers' compensation claims and certain of its asbestos reserves as follows: The calculation of the Company's workers' compensation tabular discount is based upon the 1979-81 Decennial Mortality Table, and applying a 3.5 percent interest rate. As of December 31, 2011 and 2010, the Company's tabular discount amounted to $214,052 and $300,082, respectively, all of which were applied against the Company's case reserves. As prescribed by the Pennsylvania Insurance statutes, the calculation of the Company's workers' compensation non-tabular discount is determined as follows: o For accident years 2001 and prior--based upon the industry payout pattern and a 6.0 percent interest rate. o For accident years 2002 and subsequent--At December 31, 2011 and 2010, with the approval of the Commissioner, the Company discounted its workers compensation loss reserves for accident years 2002 and subsequent at an interest rate no greater than 4.39 percent, which is commensurate with the average yield on its bond portfolio with maturities consistent with the expected payout pattern. As of December 31, 2011, the Company's non-tabular discount amounted to $986,282, of which $405,872 and $580,410 were applied to case reserves and IBNR, respectively. As of December 31, 2010, the Company's non-tabular discount amounted to $1,208,054, of which $469,326 and $738,728 were applied to case reserves and IBNR, respectively. As of December 31, 2011 and 2010, the discounted reserves for losses (net of reinsurance) were $3,743,396 and $4,472,358, respectively. Foreign Exchange: Assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the close of the reporting period. Revenues, expenses, gains, losses and surplus adjustments are translated using weighted average exchange rates. Unrealized gains and losses from translating balances from foreign currency into United States currency are recorded as adjustments to surplus. Realized gains and losses resulting from foreign currency transactions are included in OTHER INCOME in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS. Statutory Basis Reserves: Certain required statutory basis reserves, principally the provision for reinsurance, are charged to surplus and reflected as a liability of the Company. Policyholders' Dividends: Dividends to policyholders are charged to income as declared. Capital and Surplus: Common capital stock and capital in excess of par value represent amounts received by the Company in exchange for shares issued. The common capital stock represents the number of shares issued multiplied by par value per share. Capital in excess of par value represents the value received by the Company in excess of the par value per share and subsequent capital contributions in cash or in kind from its shareholders. Non-Admitted Assets: Certain assets, principally electronic data processing (EDP) equipment, software, leasehold improvements, certain overdue agents' balances, accrued retrospective premiums, certain deposit accounting assets that do not meet all of the PA SAP requirements for admissibility, prepaid expenses, certain deferred taxes that exceed statutory guidance and unsupported current taxes are designated as non-admitted assets and are 18 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) directly charged to UNASSIGNED SURPLUS. EDP equipment primarily consists of non-operating software and is depreciated over its useful life, generally not exceeding 5 years. Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated useful life of the leasehold improvement. Depreciation and amortization expense for the years ended December 31, 2011 and 2010, amounted to $15,193 and $19,494, respectively, and accumulated depreciation as of December 31, 2011 and 2010 amounted to $162,459 and $147,266, respectively. Reclassifications: Certain balances contained in the 2010 and 2009 financial statements have been reclassified to conform to the current year's presentation. NOTE 2--ACCOUNTING ADJUSTMENTS TO STATUTORY BASIS FINANCIAL STATEMENTS A. CHANGES IN ACCOUNTING PRINCIPLES: In 2011 the Company adopted the following change in accounting principles: SSAP 35R: The Company adopted SSAP 35 - Revised--Guaranty Fund and Other Assessments (SSAP 35R) effective for the reporting period beginning January 1, 2011. Under the new guidance, entities subject to assessments would recognize liabilities only when all of the following conditions would be met: 1. An assessment has been imposed or information available prior to the issuance of the statutory financial statements indicates that it is probable that an assessment will be imposed; 2. The event obligating an entity to pay an imposed or probable assessment has occurred on or before the date of the statutory financial statements; and 3. The amount of the assessment can be reasonably estimated. For premium based assessments, the amount to be accrued would be based only on current year premiums written and not estimated future premiums written. Under SSAP 35R, accounting for guaranty fund assessments would be determined in accordance with the type of guaranty fund assessment imposed. Additionally, SSAP 35R allows the anticipated recoverables from policy surcharges and premium tax offsets from accrued liability assessments to be an admitted asset. The adoption of SSAP 35R did not impact the Company's surplus as the accrual was consistent with the new guidelines. In 2010 the Company adopted the following change in accounting principles: SSAP 100: The Company adopted SSAP No. 100, FAIR VALUE MEASUREMENTS (SSAP 100), effective for reporting periods ending December 31, 2010 and thereafter. SSAP 100 defines fair value, establishes a framework for measuring fair value and expands disclosure requirements regarding fair value measurements but does not change existing 19 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) guidance about whether an asset or liability is carried at fair value. There were no changes in surplus as a result of this adoption. In 2009, the Company adopted the following changes in accounting principles: SSAP 43R: In the third quarter of 2009, the Company adopted SSAP 43R. Pursuant to SSAP 43R, if the fair value of a loan-backed or structured security is less than its amortized cost basis at the balance sheet date, an entity shall assess whether the impairment is other-than temporary. When an impairment is present, SSAP 43R requires the recognition of credit-related OTTI for loan-backed and structured securities when the projected discounted cash flows for a particular security are less than the security's amortized cost. When a credit-related OTTI is present, the amount of OTTI recognized as a realized loss shall be equal to the difference between the investment's amortized cost basis and the present value of cash flows expected to be collected. Under the prescribed OTTI guidance for loan-backed and structured securities in the SSAP 43 that was in effect prior to the third quarter of 2009, OTTI was recognized when the amortized cost basis of a security exceeded undiscounted cash flows and such securities were written down to the amount of the undiscounted cash flows. SSAP 43R required application to existing and new investments held by a reporting entity on or after September 30, 2009. The guidance in SSAP 43R that was effective in the third quarter of 2009 required the identification of all the loan-backed and structured securities for which an OTTI had been previously recognized and may result in OTTI being recognized on certain securities that previously were not considered impaired under SSAP 43. For this population of securities, if a reporting entity did not intend to sell the security, and had the intent and ability to retain the investment in the security for a period of time sufficient to recover the amortized cost basis, the reporting entity should have recognized the cumulative effect of initially applying SSAP 43R as an adjustment to the opening balance of unassigned funds with a corresponding adjustment to applicable financial statement elements. As a result of the adoption of SSAP 43R, the Company recognized the following cumulative effect adjustment (CEA) in its 2009 statutory-basis financial statements, net of the related tax effect:
DIRECT (CHARGE) OR CREDIT TO UNASSIGNED SURPLUS ---------------------------- 2009 Gross cumulative effect adjustment (CEA)--Net increase in the amortized cost of loan- backed and structured securities at adoption................................................ $(140,595) 2009 Deferred tax on gross CEA................................................................ 49,208 --------- 2009 Net cumulative effect of change in Accounting Principle included in Statements of Income and Changes in Capital and Surplus.......................................................... $ (91,387) =========
SSAP 10R: On December 7, 2009, the NAIC voted to approve SSAP No. 10R, INCOME TAXES - REVISED, A TEMPORARY REPLACEMENT OF SSAP NO. 10 (SSAP 10R). The new standard is effective December 31, 2009 for 2009 and 2010 20 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) interim and annual periods. The Company adopted SSAP 10R to account for its income taxes in its 2009 annual filing. Income tax expense and deferred tax are recorded, and deferred tax assets are admitted in accordance with SSAP 10R. In addition to the admissibility test on deferred tax assets, SSAP 10R requires assessing the need for a valuation allowance on deferred tax assets. In accordance with the additional requirements, the Company assesses its ability to realize deferred tax assets primarily based on the earnings history, the future earnings potential, the reversal of taxable temporary differences, and the tax planning strategies available to the Company when recognizing deferred tax assets. In its 2009 annual filing, the Company admitted additional deferred tax assets of $242,874 as a result of the adoption of SSAP 10R. B. OTHER ADJUSTMENTS TO SURPLUS: The Company has dedicated significant effort to the resolution of ongoing weaknesses in internal controls. As a result of these remediation efforts, management concluded that adjustments should be made to the Assets, Liabilities, and Capital and Surplus as reported in the Company's 2010, 2009, and 2008 annual statutory basis financial statements. While these adjustments were noteworthy, after evaluating the quantitative and qualitative aspects of these corrections, the Company concluded that its prior period financial statements were not materially misstated and, therefore, no restatement was required. These adjustments resulted in after tax statutory (charges) credits that in accordance with SSAP No. 3 ACCOUNTING CHANGES AND CORRECTION OF ERRORS have been reported as an adjustment to UNASSIGNED SURPLUS as of January 1, 2011, 2010, and 2009. The impact of these adjustments on policyholder surplus as of January 1, 2011, 2010, and 2009 is as follows:
POLICYHOLDERS TOTAL ADMITTED SURPLUS ASSETS TOTAL LIABILITIES ------------- -------------- ----------------- BALANCE AT DECEMBER 31, 2010.................................. $12,740,815 $32,248,074 $19,507,259 Adjustments to beginning Capital and Surplus: Asset realization.......................................... (151,676) (151,676) -- Liability correction....................................... (211,366) -- 211,366 Income taxes............................................... (9,948) (9,948) -- ----------- ----------- ----------- TOTAL ADJUSTMENTS TO BEGINNING CAPITAL AND SURPLUS..... (372,990) (161,624) 211,366 ----------- ----------- ----------- BALANCE AT JANUARY 1, 2011, AS ADJUSTED....................... $12,367,825 $32,086,450 $19,718,625 =========== =========== ===========
An explanation for each of the adjustments for prior period's corrections is described below: Asset realization--The decrease in net admitted assets is primarily the result of: (a) adjusting cross ownership interest in affiliated companies; (b) a miscellaneous non-admitted asset adjustment; (c) a pooling correction in equities and deposits in pools and associations; (d) a correction to the valuation of SSAP 97 investments; and (e) a correction of non-admitted assets related to retro premium and high deductible recoverables; partially offset by (f) miscellaneous reserve adjustments; (g) a reclassification of paid losses; (h) a miscellaneous surplus adjustment; and (i) other small miscellaneous adjustments. Liability correction--The increase in total liabilities is primarily the result of: (a) a deferral of $184 million in gain associated with investment transfers and sale amongst affiliates in 2010 (this gain was realized in 2011, when the securities were sold to third parties); (b) an increase in IBNR as a result of the reversal of asbestos 21 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) reserves related to coverage in place agreements; and (c) adjustment of paid losses and loss reserves; partially offset by (d) miscellaneous reserve adjustments; and (e) other small miscellaneous adjustments. Income taxes--The decrease in taxes is primarily the result of: (a) adjustments to the current and deferred tax assets and tax liabilities, and (b) the tax effect of the corresponding change in asset realization and liability corrections.
POLICYHOLDERS TOTAL ADMITTED SURPLUS ASSETS TOTAL LIABILITIES ------------- -------------- ----------------- BALANCE AT DECEMBER 31, 2009.................................. $12,658,360 $32,031,866 $19,373,506 Adjustments to beginning Capital and Surplus: Asset realization (includes $173,473 of deemed capital contribution)............................................ (49,793) (49,793) -- Liability correction....................................... (25,122) -- 25,122 Income taxes............................................... 24,041 24,041 -- ----------- ----------- ----------- TOTAL ADJUSTMENTS TO BEGINNING CAPITAL AND SURPLUS..... (50,874) (25,752) 25,122 ----------- ----------- ----------- BALANCE AT JANUARY 1, 2010, AS ADJUSTED....................... $12,607,486 $32,006,114 $19,398,628 =========== =========== ===========
An explanation for each of the adjustments for prior period's corrections is described below: Asset realization--The decrease in net admitted assets is primarily the result of: (a) a decrease in the value of the affiliated common stock of United Guaranty Corporation (UGC), resulting from miscellaneous 2009 audit adjustments identified at UGC after the filing of the Company's 2009 financial statements; (b) a decrease in miscellaneous accounts receivable that should have been recorded in prior periods; and (c) a decrease in the value of investments in subsidiaries resulting from miscellaneous 2009 audit adjustments recorded during 2010; partially offset by, (d) an increase in equities and deposits in pools and association resulting from miscellaneous 2009 audit adjustments identified at the Association after the filing of National Union's 2009 financial statements; and, (e) other small miscellaneous adjustments. Liability correction--The increase in total liabilities is primarily the result of: (a) an increase in loss reserves to correct prior year calculations related to insolvent reinsurers and commuted reinsurance agreements; (b) an increase in IBNR; (c) a correction of deposit liability balances; and, (d) other small miscellaneous adjustments. Income taxes--The (increase)/decrease in taxes is primarily the result of: (a) adjustments to the deferred tax inventory; and (b) the tax effect of the corresponding change in asset realization and liability corrections. 22 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
POLICYHOLDERS TOTAL ADMITTED SURPLUS ASSETS TOTAL LIABILITIES ------------- -------------- ----------------- BALANCE AT DECEMBER 31, 2008.................................. $11,825,423 $33,560,936 $21,735,513 Adjustments to beginning Capital and Surplus: Asset realization.......................................... (94,074) (94,074) -- Liability correction....................................... (52,996) -- 52,996 Income taxes, net of capital contributions of $83,361...... 20,762 20,762 -- ----------- ----------- ----------- TOTAL ADJUSTMENTS TO BEGINNING CAPITAL AND SURPLUS..... (126,308) (73,312) 52,996 ----------- ----------- ----------- BALANCE AT JANUARY 1, 2009, AS ADJUSTED....................... $11,699,115 $33,487,624 $21,788,509 =========== =========== ===========
An explanation for each of the adjustments for prior period's corrections is described below: The decrease in admitted assets is primarily the result of: (a) adjustments reported by the Association as of December 31, 2009 (carrying value of affiliates, foreign exchange, and reinsurance balances); (b) the reversal of a duplicate reinsurance payable balance (which had been netted against reinsurance recoverables); and, (c) decreases to the carrying values of certain affiliates. The increase in liabilities is primarily the result of: (a) adjustments to historical carried case and unearned premium reserves; (b) an adjustment to the revenue recognition policy for a specific insurance contract, resulting in the re-establishment of unearned premium reserves; (c) the accrual of an unrecorded liability for claim handling expenses; and, (d) several remediation-related reinsurance accounting adjustments (including reconciliation adjustments and insolvency/commutation write-offs). The decrease in federal income taxes is primarily the result of: (a) non-admitted prior year income tax receivables that were not settled at year end; (b) adjustment to tax discounting on loss reserves for workers' compensation; (c) deferred tax asset reconciliation to book unrealized gains and unrealized foreign exchange gains, offset by corresponding changes in non-admitted tax assets; (d) removal of duplicated tax deduction for affiliate dividends; and, (e) tax deduction for nontaxable book gain. 23 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) NOTE 3 - INVESTMENTS STATUTORY FAIR VALUE OF FINANCIAL INSTRUMENTS: The following table presents the carrying values and statutory fair values of the Company's financial instruments as of December 31, 2011 and 2010:
2011 2010 ------------------------ ----------------------- CARRYING STATUTORY CARRYING STATUTORY VALUE FAIR VALUE VALUE FAIR VALUE ----------- ----------- ----------- ----------- ASSETS: Bonds.................................. $14,912,275 $15,244,619 $13,919,307 $14,120,892 Common stocks.......................... 6,911,789 6,911,789 6,511,306 6,511,306 Preferred stocks....................... -- 1,867 217 217 Derivatives............................ 2,509 2,509 -- -- Other invested assets.................. 3,938,581 3,938,581 3,238,585 3,238,585 Cash, cash equivalents and short-term investments.......................... (1,855) (1,855) 1,487,019 1,487,019 Receivable for securities.............. 3,639 3,639 565 565 Equities and deposits in pool & associations......................... 281,764 281,764 575,123 575,123 LIABILITIES: Derivatives liability.................. $ -- $ -- $ 11,263 $ 11,263 Collateral deposit liability........... 384,576 384,576 431,011 431,011 =========== =========== =========== ===========
The methods and assumptions used in estimating the statutory fair values of financial instruments are as follows: o The fair values of bonds, unaffiliated common stocks and preferred stocks are based on fair values that reflect the price at which a security would sell in an arm's length transaction between a willing buyer and seller. As such, sources of valuation include third party pricing sources, stock exchange, broker or custodian or NAIC Capital Markets and Investment Analysis Office, formerly known as the NAIC Securities Valuation Office. o The statutory fair values of affiliated common stocks are based on the underlying equity of the respective entity's financial statements. o Other invested assets include primarily partnerships and joint ventures. Fair values are based on the net asset value of the respective entity's financial statements. o The fair values of derivatives are valued using quoted prices in active markets and other market-evidence whenever possible, including market-based inputs to model, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. o The carrying value of all other financial instruments approximates fair value. 24 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The carrying values and fair values of the Company's bond investments as of December 31, 2011 and 2010 are outlined in the tables below:
GROSS GROSS CARRYING UNREALIZED UNREALIZED FAIR VALUE * GAINS LOSSES VALUE ----------- ---------- ---------- ----------- AS OF DECEMBER 31, 2011: U.S. governments........................................................... $ 449,041 $ 16,115 $ 1 $ 465,155 All other governments...................................................... 1,684,864 79,258 2,925 1,761,197 States, territories and possessions........................................ 1,015,256 76,787 -- 1,092,043 Political subdivisions of states, territories and possessions.............. 1,379,428 95,323 2,672 1,472,079 Special revenue and special assessment obligations and all non-guaranteed obligations of agencies and authorities and their political subdivisions............................................................. 3,180,713 169,988 11,761 3,338,940 Industrial and miscellaneous............................................... 7,202,973 104,936 192,704 7,115,205 ----------- -------- -------- ----------- TOTAL BONDS, AS OF DECEMBER 31, 2011................................... $14,912,275 $542,407 $210,063 $15,244,619 =========== ======== ======== =========== GROSS GROSS CARRYING UNREALIZED UNREALIZED FAIR VALUE * GAINS LOSSES VALUE ----------- ---------- ---------- ----------- AS OF DECEMBER 31, 2010: U.S. governments........................................................... $ 1,162,832 $ 18,076 $ 364 $ 1,180,544 All other governments...................................................... 1,268,834 46,286 434 1,314,686 States, territories and possessions........................................ 1,297,328 58,223 6,401 1,349,150 Political subdivisions of states, territories and possessions.............. 1,705,809 78,616 15,444 1,768,981 Special revenue and special assessment obligations and all non-guaranteed obligations of agencies and authorities and their political subdivisions. 3,856,178 100,055 45,533 3,910,700 Public utilities........................................................... Industrial and miscellaneous............................................... 4,628,326 54,914 86,409 4,596,831 ----------- -------- -------- ----------- TOTAL BONDS, AS OF DECEMBER 31, 2010................................... $13,919,307 $356,170 $154,585 $14,120,892 =========== ======== ======== ===========
At December 31, 2011 the Company held hybrid securities with a fair value of $74,546 and carrying value of $73,504. At December 31, 2010 the fair value was $68,590 and the carrying value was $65,830. These securities are included in Industrial and miscellaneous. The carrying values and fair values of bonds at December 31, 2011, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties. -------- * Includes bonds with NAIC designation of 3 to 6 that are reported at the lower of amortized cost or fair value. As of December 31, 2011 and 2010, the carrying value of those bonds amounted to $221,322 and $30,246, respectively. 25 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
CARRYING VALUE * MARKET VALUE ----------- ------------ Due in one year or less.......... $ 636,940 $ 638,723 Due after one year through five years.......................... 5,685,421 5,927,292 Due after five years through ten years.......................... 2,312,539 2,439,351 Due after ten years.............. 1,022,304 1,080,024 Structured securities............ 5,255,071 5,159,229 ----------- ----------- TOTAL BONDS................... $14,912,275 $15,244,619 =========== ===========
Proceeds from sales and gross realized gains and gross realized losses were as follows:
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- ---------------------- --------------------- ---------------------- EQUITY EQUITY EQUITY BONDS SECURITIES BONDS SECURITIES BONDS SECURITIES ---------- ---------- ---------- ---------- ---------- ---------- Proceeds from sales......... $3,352,794 $1,314,510 $5,085,708 $111,224 $2,429,677 $3,160,576 Gross realized gains........ 102,621 1,850 198,111 14,691 40,059 1,945,047 Gross realized losses....... (2,701) (1,062) (29,723) (3,240) (51,351) (283,808)
The cost, fair value and carrying value of the Company's common and preferred stocks, as of December 31, 2011 and 2010, are set forth in the tables below:
DECEMBER 31, 2011 ------------------------------------------------------------------- COST OR GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR NON-ADMITTED CARRYING COST GAINS LOSSES VALUE ASSET VALUE ---------- ---------- ---------- ---------- ------------ ---------- COMMON STOCKS: Affiliated....... $1,426,160 $5,371,730 $10,159 $6,787,731 $-- $6,787,731 Non-affiliated... 98,561 25,667 170 124,058 -- 124,058 ---------- ---------- ------- ---------- --- ---------- TOTAL........ $1,524,721 $5,397,397 $10,329 $6,911,789 $-- $6,911,789 ========== ========== ======= ========== === ========== PREFERRED STOCKS: Non-affiliated... $ -- $ 1,867 $ -- $ 1,867 $-- $ -- ---------- ---------- ------- ---------- --- ---------- TOTAL........ $ -- $ 1,867 $ -- $ 1,867 $-- $ -- ========== ========== ======= ========== === ==========
26 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
DECEMBER 31, 2010 ------------------------------------------------------------------- COST OR GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR NON-ADMITTED CARRYING COST GAINS LOSSES VALUE ASSET VALUE ---------- ---------- ---------- ---------- ------------ ---------- COMMON STOCKS: Affiliated..... $1,424,536 $5,007,849 $3,512 $6,428,873 $-- $6,428,873 Non-affiliated. 71,182 11,251 -- 82,433 -- 82,433 ---------- ---------- ------ ---------- --- ---------- TOTAL...... $1,495,718 $5,019,100 $3,512 $6,511,306 $-- $6,511,306 ========== ========== ====== ========== === ========== PREFERRED STOCKS: Non-affiliated. $ 217 $ -- $ -- $ 217 $-- $ 217 ---------- ---------- ------ ---------- --- ---------- TOTAL...... $ 217 $ -- $ -- $ 217 $-- $ 217 ========== ========== ====== ========== === ==========
The fair value together with the aging of the gross pre-tax unrealized losses with respect to the Company's bonds and stocks as of December 31, 2011 and 2010 is set forth in the tables below:
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL --------------------- ------------------- --------------------- FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED DESCRIPTION OF SECURITIES VALUE LOSSES VALUE LOSSES VALUE LOSSES ------------------------- ---------- ---------- -------- ---------- ---------- ---------- AS OF DECEMBER 31, 2011: U. S. governments.................................. $ 881 $ 1 $ 7 $ -- $ 888 $ 1 All other governments.............................. 137,882 2,925 -- -- 137,882 2,925 States, territories and possessions................ -- -- -- -- -- -- Political subdivisions of states, territories and possessions...................................... -- -- 13,346 2,672 13,346 2,672 Special revenue.................................... 16,330 294 93,431 11,467 109,761 11,761 Industrial and miscellaneous....................... 3,544,144 130,230 540,308 62,474 4,084,452 192,704 ---------- -------- -------- ------- ---------- -------- TOTAL BONDS........................................ 3,699,237 133,450 647,092 76,613 4,346,329 210,063 ---------- -------- -------- ------- ---------- -------- Affiliated......................................... -- -- 26,287 3,921 26,287 3,921 Non-affiliated..................................... 1,201 170 -- -- 1,201 170 ---------- -------- -------- ------- ---------- -------- Total common stocks................................ 1,201 170 26,287 3,921 27,488 4,091 ---------- -------- -------- ------- ---------- -------- Preferred stock.................................... -- -- -- -- -- -- ---------- -------- -------- ------- ---------- -------- TOTAL STOCKS....................................... 1,201 170 26,287 3,921 27,488 4,091 ---------- -------- -------- ------- ---------- -------- TOTAL BONDS AND STOCKS $3,700,438 $133,620 $673,379 $80,534 $4,373,817 $214,154 ========== ======== ======== ======= ========== ========
27 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL --------------------- ------------------- --------------------- FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED DESCRIPTION OF SECURITIES VALUE LOSSES VALUE LOSSES VALUE LOSSES ------------------------- ---------- ---------- -------- ---------- ---------- ---------- As of December 31, 2010: U. S. governments.................................. $ 194,316 $ 364 $ -- $ -- $ 194,316 $ 364 All other governments.............................. 51,849 434 -- -- 51,849 434 States, territories and possessions................ 231,797 6,401 -- -- 231,797 6,401 Political subdivisions of states, territories and possessions...................................... 405,656 15,042 5,703 402 411,359 15,444 Special revenue.................................... 1,237,978 31,312 90,184 14,221 1,328,162 45,533 Industrial and miscellaneous....................... 1,857,998 78,050 58,925 8,359 1,916,923 86,409 ---------- -------- -------- ------- ---------- -------- TOTAL BONDS........................................ 3,979,594 131,603 154,812 22,982 4,134,406 154,585 ---------- -------- -------- ------- ---------- -------- Affiliated......................................... 918 27 11,698 3,485 12,616 3,512 Non-affiliated..................................... -- -- -- -- -- -- ---------- -------- -------- ------- ---------- -------- Total common stocks................................ 918 27 11,698 3,485 12,616 3,512 ---------- -------- -------- ------- ---------- -------- Preferred stock.................................... -- -- -- -- -- -- ---------- -------- -------- ------- ---------- -------- TOTAL STOCKS....................................... 918 27 11,698 3,485 12,616 3,512 ---------- -------- -------- ------- ---------- -------- TOTAL BONDS AND STOCKS............................. $3,980,512 $131,630 $166,510 $26,467 $4,147,022 $158,097 ========== ======== ======== ======= ========
The Company reported write-downs on its bond investments due to OTTI in fair value of $60,751, $217,924, and $220,241 in 2011, 2010 and 2009, respectively, and reported write-downs on its common and preferred stock investments due to OTTI in fair value of $1,784, $4,269, and $17,661 during 2011, 2010 and 2009, respectively. 28 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) During 2011, 2010 and 2009, the Company reported the following write-downs on its joint ventures and partnership investments due to an OTTI in fair value:
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- ------- ------- -------- Knowledge Universe Education, L.P........................................................... $13,237 $ -- $ -- PineBridge Portable Alpha Fund SPC, solely on behalf of Class A--PineBridge Relative Value/ S&P 500 Portfolio......................................................................... 3,891 -- -- PineBridge Multi-Strategy Fund-of-Funds LLC, solely on behalf of PineBridge Volatility Arbitrage Onshore Series.................................................................. 2,955 -- -- AIG Africa Infrastructure Fund.............................................................. 2,844 -- -- Questor Partners Fund II, L.P............................................................... 2,810 -- -- Matlin Patterson Global Opportunities Partners II, L.P...................................... 2,707 8,699 -- Doughty Hanson & Co. III, LP................................................................ 2,427 -- -- Warburg Pincus Equity Partners, LP.......................................................... 2,383 -- -- AIG Africa Infrastructure Mgmt Fund LLC..................................................... 2,134 -- -- Carlyle Europe Partners, L.P................................................................ 1,669 -- -- PineBridge Asia Partners, L.P............................................................... 1,298 -- -- General Atlantic Partners 82, L.P........................................................... 1,022 -- -- Satellite Fund II, LP....................................................................... 342 4,382 -- North Castle II............................................................................. -- 1,900 -- The Good Steward Enhanced Fund, Ltd......................................................... -- 1,264 -- Odyssey Investment Partners Funds, LP....................................................... -- 1,121 -- Blackstone Firestone........................................................................ -- -- 66,300 Capvest Equity Partners, L.P................................................................ -- -- 25,070 KKR European Fund II, LP.................................................................... -- -- 23,442 Blackstone Distressed Securities Fund L.P................................................... -- -- 20,622 Cisa NPL.................................................................................... -- -- 10,408 Copper River Partners, L.P. (fka: Rocker Partners).......................................... -- -- 8,652 Blackstone Kalix Fund L.P................................................................... -- -- 7,876 AIG French Prop FD (Eur).................................................................... -- -- 3,925 Blackstone III.............................................................................. -- -- 2,664 Greystone Capital Partners I, L.P........................................................... -- -- 2,517 Blackstone Real Estate Partners III, L.P.................................................... -- -- 2,506 Midocean Partners III....................................................................... -- -- 2,185 Century Park Capital Partners II, L.P....................................................... -- -- 1,749 Apollo IV LP................................................................................ -- -- 1,546 Greenwich Street Capital Partners, L.P...................................................... -- -- 1,537 The Second Cinven Fund...................................................................... -- -- 1,352 Items less than $1.0 million................................................................ 623 1,187 9,665 ------- ------- -------- TOTAL....................................................................................... $40,342 $18,553 $192,016 ======= ======= ========
Securities carried at book adjusted carrying value of $3,082,583 and $3,322,428 were deposited with regulatory authorities as required by law as of December 31, 2011 and 2010, respectively. 29 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) During 2011, 2010 and 2009, included in NET INVESTMENT INCOME EARNED were investment expenses of $37,397, $13,003, and $9,235, respectively, and interest expense of $5, $5,328, and $9,292, respectively. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Conversely, financial instruments traded in other-than-active markets or that do not have quoted prices have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. An active market is one in which transactions for the assets or liabilities being valued occur with sufficient frequency and volume to provide pricing information on an ongoing basis. An other-than-active market is one in which there are few transactions, the prices are not current, price quotations vary substantially either over time or among market makers, or in which little information is released publicly for the asset or liability being valued. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and general market conditions. The standard defines three "levels" based on observability of inputs available in the marketplace used to measure fair value. Such levels are: . Level 1: Fair value measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. . Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable at commonly quoted intervals. . Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. These measurements include circumstances in which there is little, if any, market activity for the asset or liability. BONDS, COMMON STOCKS, PREFERRED STOCKS AND DERIVATIVES: The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Whenever available, the Company uses fair values for bonds, common stocks, preferred stocks and derivatives with NAIC ratings of 3 or below where fair value is less than amortized cost. When fair values are not available, fair values are obtained from third party pricing sources. 30 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The following tables present information about financial instruments carried at fair value on a recurring basis and indicates the level of the fair value measurement per SSAP 100 as of December 31, 2011 and 2010:
DECEMBER 31, 2011 ---------------------------------- LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ------- -------- -------- -------- Bonds......... $ -- $143,589 $ 27,986 $171,575 Common stocks. 2,236 -- 77,500 79,736 Derivatives... -- 2,509 -- 2,509 ------ -------- -------- -------- Total......... $2,236 $146,098 $105,486 $253,820 ====== ======== ======== ========
DECEMBER 31, 2010 ---------------------------------- LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ------- -------- ------- -------- Bonds................. $ -- $ 1,039 $21,436 $ 22,475 Common stocks......... 4,933 -- 77,500 82,433 Derivatives liability. -- (11,263) -- (11,263) ------ -------- ------- -------- Total................. $4,933 $(10,224) $98,936 $ 93,645 ====== ======== ======= ========
The following tables present changes during 2011 and 2010 in Level 3 financial instruments measured at fair value on a recurring basis, and the realized and unrealized gains (losses) recorded in income during 2011 and 2010 related to the Level 3 financial instruments that remained in the balance sheet at December 31, 2011 and 2010:
UNREALIZED BALANCE NET REALIZED AND UNREALIZED GAINS (LOSSES) PURCHASES, SALES, BALANCE AT BEGINNING OF TRANSFERS GAINS (LOSSES) INCLUDED IN INCLUDED IN ISSUANCES, DECEMBER 31, YEAR TRANSFERS IN OUT NET INVESTMENT INCOME SURPLUS SETTLEMENTS, NET 2011 ------------ ------------ --------- --------------------------- -------------- ----------------- ------------ Bonds............ $21,436 $28,000 $(22,375) $(2,319) $2,286 $958 $ 27,986 Common stocks.... 77,500 -- -- -- -- -- 77,500 Preferred stocks. -- -- -- -- -- -- -- ------- ------- -------- ------- ------ ---- -------- Total............ $98,936 $28,000 $(22,375) $(2,319) $2,286 $958 $105,486 ======= ======= ======== ======= ====== ==== ========
UNREALIZED BALANCE NET REALIZED AND UNREALIZED GAINS (LOSSES) PURCHASES, SALES, BALANCE AT BEGINNING TRANSFERS GAINS (LOSSES) INCLUDED IN INCLUDED IN ISSUANCES, DECEMBER 31, OF YEAR TRANSFERS IN OUT NET INVESTMENT INCOME SURPLUS SETTLEMENTS, NET 2010 --------- ------------ --------- --------------------------- -------------- ----------------- ------------ Bonds............ $ 91,515 $21,436 $(44,355) $(37,890) $54,372 $(63,642) $21,436 Common stocks.... 77,500 -- -- -- -- -- 77,500 Preferred stocks. -- -- -- -- -- -- -- -------- ------- -------- -------- ------- -------- ------- Total............ $169,015 $21,436 $(44,355) $(37,890) $54,372 $(63,642) $98,936 ======== ======= ======== ======== ======= ======== =======
31 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) OTHER INVESTED ASSETS: The Company initially estimates the fair value of investments in joint ventures and limited partnerships (predominately private limited partnerships and certain hedge funds) by reference to transaction price. Subsequently, the Company obtains the fair value of these investments generally from net asset value information provided by the general partner or manager of the investments, the financial statements of which are audited annually. The Company considers observable market data and performs due diligence procedures in validating the appropriateness of using the net asset value as a fair value measurement. The Company also measures the fair value of certain assets such as joint ventures and limited partnerships included in other invested assets on a non-recurring basis when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The following table presents information about other invested assets carried at fair value on a non-recurring basis and indicates the level of the fair value measurement per SSAP 100 as of December 31, 2011.
DECEMBER 31, 2011 --------------------------------- LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Other invested assets....... $-- $6,381 $134,086 $140,467 --- ------ -------- -------- Total.......... $-- $6,381 $134,086 $140,467 === ====== ======== ========
LOAN-BACKED AND STRUCTURED SECURITIES: There was no OTTI recorded during the year for loan-backed and structured securities due to the Company's intent to sell or its inability or lack of intent to hold such securities. At December 31, 2011, the Company held loan-backed and structured securities for which it had recognized credit-related OTTI based on the fact that the present value of projected cash flows expected to be collected was less than the amortized cost of the securities.
BOOK/ADJUSTED CARRYING VALUE PRESENT VALUE OF AMORTIZED COST BEFORE CURRENT PROJECTED CASH AMORTIZED COST AFTER PERIOD OTTI FLOWS RECOGNIZED OTTI OTTI FAIR VALUE ----------------------------- ---------------- --------------- -------------------- ----------- $ 2,080,817 $ 1,988,360 $ 92,457 $ 1,988,360 $ 1,652,677 ============ =========== ======== =========== ===========
At December 31, 2011 and 2010, the Company held securities with unrealized losses (fair value is less than carrying value) for which OTTI had not been recognized in earnings as a realized loss. Such unrealized losses include securities with a recognized OTTI for non interest (i.e. credit) related declines that were recognized in earnings, but for which an associated interest related decline has not been recognized in earnings as a realized loss. The aggregate amount of unrealized losses and fair values for such securities, segregated between those securities that have been in a continuous unrealized loss position for less than 12 months and greater than 12 months, respectively, were as follows: 32 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
DECEMBER 31, 2011 ----------------------------------------------------------------- Less than 12 Months 12 Months or Longer Total --------------------- --------------------- --------------------- Unrealized Unrealized Unrealized Description of Securities Fair Value Losses Fair Value Losses Fair Value Losses ------------------------- ---------- ---------- ---------- ---------- ---------- ---------- Loan-backed and Structured Securities............... $3,008,063 $132,629 $357,148 $23,821 $3,365,211 $156,450 ---------- -------- -------- ------- ---------- -------- Total temporarily impaired securities............... $3,008,063 $132,629 $357,148 $23,821 $3,365,211 $156,450 ========== ======== ======== ======= ========== ======== DECEMBER 31, 2010 ----------------------------------------------------------------- Less than 12 Months 12 Months or Longer Total --------------------- --------------------- --------------------- Unrealized Unrealized Unrealized Description of Securities Fair Value Losses Fair Value Losses Fair Value Losses ------------------------- ---------- ---------- ---------- ---------- ---------- ---------- Loan-backed and Structured Securities............... $1,772,806 $ 75,479 $ 46,490 $ 8,344 $1,819,296 $ 83,823 ---------- -------- -------- ------- ---------- -------- Total temporarily impaired securities............... $1,772,806 $ 75,479 $ 46,490 $ 8,344 $1,819,296 $ 83,823 ========== ======== ======== ======= ========== ========
In its OTTI assessment, the Company considers all information relevant to the collectability of the security, including past history, current conditions and reasonable forecasts when developing an estimate of future cash flows. Relevant analyst reports and forecasts for the asset class also receive appropriate consideration. The Company also considers how credit enhancements affect the expected performance of the security. In addition, the Company also considers its cash and working capital requirements and generally considers expected cash flows in relation to its business plans and how such forecasts affect the intent and ability to hold such securities to recovery of their amortized cost. During 2010, the Company and certain of its affiliated insurance companies purchased various series of Class A Notes from Metropolis II, LLC (Metropolis). Each series of notes issued by Metropolis are collateralized by a single asset backed security (or in one series, four asset backed securities), primarily, collateralized loan obligations. The Class A Notes were created as part of securitization transactions during 2010, in which the collateral was transferred to Metropolis by AIG Financial Products Corp. (AIG-FP), an affiliate of the Company, through one of AIG-FP's wholly-owned subsidiaries. In exchange for the underlying collateral, AIG-FP and its wholly-owned subsidiary received cash equal in amount to the purchase price of the Class A Notes and Class B Notes issued by Metropolis as part of the series. The Company's and its affiliated insurance companies' participation in the purchase of Class A Notes during 2010 is as follows (par and purchase price each converted to US dollars as of the acquisition date):
PAR PURCHASED PURCHASE PRICE COMPANY ------------- -------------- National Union.............. $ 852,455 $ 808,335 American Home............... 423,421 402,213 C&I......................... 275,223 261,438 Lexington Insurance Company. 423,421 402,213 Chartis Select Insurance Company................... 275,223 261,438 ---------- ---------- Total.................... $2,249,743 $2,135,637 ========== ==========
33 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Of the thirteen Class A Notes issued by Metropolis and purchased by the Company and its affiliates, eight series are denominated in euros, the same currency as the collateral underlying that series. The Company and each of the affiliated insurance companies participating in the transactions entered into cross-currency swaps with AIG Markets, Inc. to hedge the foreign currency risk associated with the euro-denominated Class A Notes. Pursuant to the Company's cross-currency swaps, the Company will periodically make payments in euros in exchange for a receipt of a payment in US dollars on fixed dates and fixed exchange rates. The Company is therefore exposed under this type of contract to fluctuations in value of the swaps due to changes in exchange rates. This exposure in the value of euro payments offsets the Company's exposure to changes in the value of euro receipts on the Metropolis Class A Notes discussed above. Credit Risk: The current credit exposure of the Company's derivative contracts is limited to the fair value of such contracts that are favorable to the Company at the reporting date. Credit risk is managed by entering into transactions with creditworthy counterparties and obtaining collateral. Cash Requirements: The Company is not subject to collateral requirements on the cross-currency swaps. On swap payment dates, the Company is required to make a payment in euros equal to the amount of euros physically received on the Metropolis Class A Notes. The Company has determined that the cross-currency swaps do not qualify for hedge accounting under the criteria set forth in SSAP No. 86, entitled ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS. As a result, the Company's swap agreements are accounted for at fair value and the changes in fair value are recorded as unrealized gains or unrealized losses in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS. The initial notional amount of each swap matched the par amounts of Class A Notes purchased. The notional amount on these swaps reduces over time, to match reductions in the par amounts of the related Class A Notes owned by the Company and its affiliates (e.g., resulting from principal repayments or sales). The aggregate outstanding notional amount of the swaps as of December 31, 2011 and 2010 was EUR 1,080,300 and EUR 1,252,015, respectively. The following tables summarize the realized and unrealized capital gains or losses, the notional amounts and the fair values of the cross-currency swaps held by the Company and its affiliates as of and for the years ended December 31, 2011 and 2010:
AS OF DECEMBER 31, 2011 YEAR ENDED DECEMBER 31, 2011 ------------------------------ -------------------------------- UNREALIZED OUTSTANDING ESTIMATED FAIR REALIZED CAPITAL CAPITAL GAINS / NOTIONAL AMOUNT VALUE GAINS / (LOSSES) (LOSSES) --------------- -------------- ---------------- --------------- COMPANY National Union.............. (Euro) 434,192 $2,509 $ (7,961) $2,509 American Home............... 195,790 1,690 (4,985) 1,690 C&I......................... 127,264 1,148 (2,789) 1,148 Lexington Insurance Company. 195,790 1,690 (4,291) 1,690 Chartis Select Insurance Company................... 127,264 1,148 (2,789) 1,148 --------------- ------ -------- ------ Total.................... (Euro)1,080,300 $8,185 $(22,815) $8,185 =============== ====== ======== ======
34 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
AS OF DECEMBER 31, 2010 YEAR ENDED DECEMBER 31, 2010 ----------------------------- ------------------------------- UNREALIZED OUTSTANDING ESTIMATED FAIR REALIZED CAPITAL CAPITAL GAINS / NOTIONAL AMOUNT VALUE GAINS / (LOSSES) (LOSSES) --------------- -------------- ---------------- --------------- COMPANY National Union.............. (Euro) 493,005 $(11,263) $2,580 $(11,263) American Home............... 230,003 (4,250) 913 (4,250) C&I......................... 149,502 (2,762) 593 (2,762) Lexington Insurance Company. 230,003 (4,250) 913 (4,250) Chartis Select Insurance Company................... 149,502 (2,762) 593 (2,762) --------------- -------- ------ -------- Total.................... (Euro)1,252,015 $(25,287) $5,592 $(25,287) =============== ======== ====== ========
The Company owns junior and senior notes issued by Fieldstone Securitization I LLC, a wholly-owned subsidiary of Quartz Holdings LLC ("Quartz"). Quartz is an affiliate of the Company and a wholly-owned subsidiary of Chartis U.S. The Company does not have a controlling interest in Fieldstone Securitization I LLC. The Commissioner has approved that the notes be characterized as non-affiliate debt investments for financial reporting purposes. The junior and senior notes are classified as bonds. During 2011 and 2010, the Company recognized $112,394 and $112,978 of interest income on these bonds, respectively. As of December 31, 2011 the Company's carrying value in the junior and senior bonds was $220,968 and $1,426,168, respectively and as of December 31, 2010 the carrying values were $211,560 and $1,426,168, respectively. During 2010, the Company recorded an impairment loss of $25,560 and $56,206 on the junior and senior bonds, respectively, as at that time the Company intended to sell a portion of the bonds to a third party, prior to a recovery in value. That sale was not completed, however, and the Company is no longer pursuing such a sale. On February 12, 2010, the Company acquired junior and senior notes of $210,000 and $474,000 respectively from Fieldstone Securitization II LLC, a wholly-owned subsidiary of Quartz. The Company does not have a controlling interest in Fieldstone Securitization II LLC. The junior and senior notes were issued with a maturity date of January 25, 2040, and stated interest rates of 11 percent and 7.75 percent, respectively. In connection with the issuance of the notes, Graphite Management LLC (Graphite) used a portion of the proceeds to repay $834,384 to the Company in connection with an existing liquidity facility between the two parties. On December 9, 2010 Fieldstone Securitization II LLC redeemed the junior notes and senior notes at par plus accrued interest. In connection with this redemption, Graphite borrowed $480,899 from the Company under an existing liquidity facility, which was then contributed by Quartz into Fieldstone Securitization II LLC to provide sufficient cash to repay the outstanding balance of the notes without requiring sale of the securitized assets. Over the course of 2010, the Company recognized interest expense on the Fieldstone Securitization II LLC notes of $49,654.
PURCHASE PRICE NET INVESTMENT INCOME JUNIOR SENIOR (INTEREST EXPENSE) COMPANY -------- -------- --------------------- National Union. $210,000 $474,000 $(49,654) New Hampshire.. -- 67,000 (4,284) ISOP........... -- 67,000 (4,284) Chartis PC..... -- 67,000 (4,284) -------- -------- -------- Total....... $210,000 $675,000 $(62,506) ======== ======== ========
35 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Securities Lending During the third quarter of 2011, the Company entered into financing transactions using municipal bonds to support statutory capital by generating taxable income. In these transactions, certain available for sale high grade municipal bonds were loaned to counterparties, primarily commercial banks and brokerage firms, who receive the tax-exempt income from the bonds. No foreign securities are loaned. In return, the counterparties are required to pay the Company an income stream equal to the bond coupon of the loaned securities, plus a fee. To secure their borrowing of the securities, counterparties are required to post liquid collateral (such as high quality fixed maturity securities and cash) equal to at least 102 percent of the fair value of the loaned securities to third-party custodians for the Company's benefit in the event of default by the counterparties. The collateral is maintained in a third-party custody account and is trued-up daily based on daily fair value measurements from a third-party pricing source. If at any time the fair value of the collateral, inclusive of accrued interest thereon, falls below 102 percent of the fair value of the securities loaned, the Company can demand that the counterparty deliver additional collateral to restore the initial 102 percent collateral requirement. The Company is contractually prohibited from reinvesting any of the collateral it received, including cash collateral, for its securities lending activity. Accordingly, the securities lending collateral is not reported on the Company's balance sheet in accordance with SSAP No. 91R, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES (SSAP 91R). The Company has not pledged any of its assets as collateral. Consequently, the collateral is considered "off balance sheet". The aggregate amount of cash collateral received as of December 31, 2011, inclusive of accrued interest, is $908,778. The aggregate fair value of securities on loan is $865,237. NOTE 4 - RESERVES FOR LOSSES AND LAE A reconciliation of the Company's reserves for losses and LAE as of December 31, 2011, 2010 and 2009 is set forth in the table below:
2011 2010 2009 ------------ ------------ ------------ RESERVES FOR LOSSES AND LAE, END OF PRIOR YEAR $ 14,214,768 $ 13,570,308 $ 13,354,448 Incurred losses and LAE related to: Current accident year....................... 4,007,752 3,810,777 4,412,647 Prior accident years........................ 353,140 1,898,037 1,115,434 ------------ ------------ ------------ TOTAL INCURRED LOSSES AND LAE........... 4,360,892 5,708,814 5,528,081 ------------ ------------ ------------ Paid losses and LAE related to: Current accident year....................... (1,220,029) (1,091,835) (1,360,823) Prior accident years........................ (5,012,673) (3,972,519) (3,951,398) ------------ ------------ ------------ TOTAL PAID LOSSES AND LAE............... (6,232,702) (5,064,354) (5,312,221) ------------ ------------ ------------ RESERVES FOR LOSSES AND LAE, AS OF DECEMBER 31,................................. $ 12,342,958 $ 14,214,768 $ 13,570,308 ============ ============ ============
During 2011, the Company ceded $1,754,629 of its net asbestos and Excess Workers Compensation reserves to Eaglestone Reinsurance Company (Eaglestone) resulting in a decrease to net reserves. For 2011, the Company reported adverse loss and LAE reserve development of $353,140, including accretion of loss reserve discount, of 36 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) $119,867. The adverse development was mostly attributable to Primary Casualty, Specialty Workers Compensation, and the Environmental classes of business partially offset by favorable development of Financial Lines and Excess Casualty classes of business. Catastrophe losses of $179,740 were also included in the Company's incurred losses and LAE. As discussed in Note 5, the restructure of the foreign branch operations resulted in a decrease of $47,147 of the reserves during 2011. Following completion of its 2010 annual comprehensive loss reserve review, the Company recorded a $1,590,300 reserve charge for the fourth quarter of 2010 to strengthen loss reserves, reflecting adverse development on prior accident years in classes of business with long reporting tails. Four classes -- Asbestos, Excess Casualty, Excess Workers' Compensation, and primary Workers' Compensation -- comprised approximately 80 percent of the total charge. The majority of the reserve strengthening relates to development in accident years 2005 and prior. These adjustments reflected management's current best estimate of the ultimate value of the underlying claims. These liabilities are necessarily subject to the impact of future changes in claim severity and frequency, as well as numerous other factors. Although the Company believes that these estimated liabilities are reasonable, because of the extended period of time over which such claims are reported and settled, the subsequent development of these liabilities in future periods may not conform to the assumptions inherent in their determination and, accordingly, may vary materially from the amounts previously recorded. To the extent actual emerging loss experience varies from the current assumptions used to determine these liabilities, they will be adjusted to reflect actual experience. Such adjustments, to the extent they occur, will be reported in the period recognized. AIG continues to monitor these liabilities and will take active steps to mitigate future adverse development. Additionally, during 2010, National Union commuted its quota share and stop loss reinsurance agreements with Chartis Specialty Insurance Company (Chartis Specialty) resulting in a net decrease in reserves of $1,245,735, offset by an increase of $838,815 from its commutation of a multi-year reinsurance agreement with American International Reinsurance Company, Ltd. (AIRCO). Refer to Note 6. For 2009, the Company experienced significant adverse loss and LAE reserve development, including accretion of loss reserve discount. The adverse development was almost entirely attributable to the Excess Casualty and Excess Workers' Compensation classes of business. The Company modified its loss development assumptions for each of these classes of business in 2009 in response to the higher than expected loss emergence. The Company and some of its affiliates have continued their strategy that started in 2010 to improve the allocation of their reinsurance between traditional reinsurance markets and capital markets. As part of this strategy, they have secured $1.45 billion in protection for U.S. hurricanes and earthquakes through three separate catastrophe bond transactions. In 2011, they secured $575 million in a bond transaction and in 2010, $875 million through two separate bond transactions. These bond transactions in 2011 and 2010 reduced net premiums written by approximately $76,443 and $78,943, respectively. As of December 31, 2011, 2010 and 2009, the Company's reserves for losses and LAE have been reduced by anticipated salvage and subrogation of $186,051, $179,101, and $176,082, respectively. In addition, as of December 31, 2011 and 2010, the Company recorded $0 and $53,200, respectively, of salvage from a related party as a direct reduction of outstanding reserves. As of December 31, 2011, 2010 and 2009, the Company's reserves for losses and LAE have been reduced by credits for reinsurance recoverable of $6,161,031, $4,481,518, and $5,508,465, respectively (exclusive of inter-company pooling). 37 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) ASBESTOS AND ENVIRONMENTAL RESERVES The Company continues to receive indemnity claims asserting injuries from toxic waste, hazardous substances, asbestos and other environmental pollutants and alleged damages to cover the clean-up costs of hazardous waste dump sites (environmental claims). Estimation of environmental claims loss reserves is a difficult process, as these claims, which emanate from policies written in 1984 and prior years, cannot be estimated by conventional reserving techniques. Environmental claims development is affected by factors such as inconsistent court resolutions, the broadening of the intent of policies and scope of coverage and increasing number of new claims. The Company and other industry members have and will continue to litigate the broadening judicial interpretation of policy coverage and the liability issues. If the courts continue in the future to expand the intent of the policies and the scope of the coverage, as they have in the past, additional liabilities would emerge for amounts in excess of reserves held. This emergence cannot now be reasonably estimated, but could have a material impact on the Company's future operating results or financial position. The Company's environmental exposure arises from the sale of general liability, product liability or commercial multi-peril liability insurance, or by assumption of reinsurance within these lines of business. The Company estimates the full impact of the asbestos and environmental exposure by establishing case basis reserves on all known losses and establishes bulk reserves for IBNR losses and LAE based on management's judgment after reviewing all the available loss, exposure, and other information. 38 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The Company's asbestos and environmental related loss and LAE reserves (including case & IBNR reserves) for the years ended December 31, 2011, 2010 and 2009, gross and net of reinsurance credits, are as follows:
ASBESTOS LOSSES ENVIRONMENTAL LOSSES --------------------------------- ---------------------------- 2011 2010 2009 2011 2010 2009 ---------- ---------- --------- -------- -------- -------- DIRECT: Loss and LAE reserves, beginning of year............................... $1,621,783 $ 940,130 $ 955,576 $ 71,689 $ 93,470 $111,308 Incurred losses and LAE........... (59,457) 864,175 185,330 9,184 5,423 (3,945) Calendar year paid losses and LAE. (136,475) (182,522) (200,776) (21,922) (27,204) (13,893) ---------- ---------- --------- -------- -------- -------- LOSS AND LAE RESERVES, END OF YEAR $1,425,851 $1,621,783 $ 940,130 $ 58,951 $ 71,689 $ 93,470 ========== ========== ========= ======== ======== ======== ASSUMED: Loss and LAE reserves, beginning of year............................... $ 162,963 $ 90,732 $ 91,172 $ 5,780 $ 6,063 $ 5,358 Incurred losses and LAE........... 28,268 91,861 (1,601) 1,456 1,125 905 Calendar year paid losses and LAE. (20,522) (19,630) 1,161 (1,295) (1,408) (200) ---------- ---------- --------- -------- -------- -------- LOSS AND LAE RESERVES, END OF YEAR $ 170,709 $ 162,963 $ 90,732 $ 5,941 $ 5,780 $ 6,063 ========== ========== ========= ======== ======== ======== NET OF REINSURANCE: Loss and LAE reserves, beginning of year............................... $ 774,116 $ 415,105 $ 437,834 $ 44,013 $ 51,470 $ 60,851 Incurred losses and LAE........... 49,204 445,497 57,182 8,853 7,350 1,900 Calendar year paid losses and LAE. (823,320) (86,486) (79,911) (12,136) (14,807) (11,281) ---------- ---------- --------- -------- -------- -------- LOSS AND LAE RESERVES, END OF YEAR... $ -- $ 774,116 $ 415,105 $ 40,730 $ 44,013 $ 51,470 ========== ========== ========= ======== ======== ========
The amount of ending reserves for Bulk and IBNR included in the table above for Asbestos and Environmental losses is as follows:
ASBESTOS LOSSES ENVIRONMENTAL LOSSES ---------------------------- ---------------------- 2011 2010 2009 2011 2010 2009 -------- ---------- -------- ------ ------- ------- Direct basis.............. $908,718 $1,190,502 $531,709 $9,434 $18,842 $30,707 Assumed reinsurance basis. 106,903 124,980 44,255 433 416 549 Net of ceded reinsurance basis................... -- 582,792 234,033 4,741 9,023 14,852
The amount of ending reserves for LAE included in the table above for Asbestos and Environmental losses is as follows:
ASBESTOS LOSSES ENVIRONMENTAL LOSSES ------------------------- --------------------- 2011 2010 2009 2011 2010 2009 -------- -------- ------- ------ ------ ------- Direct basis.............. $103,923 $132,278 $59,079 $4,043 $8,075 $13,160 Assumed reinsurance basis. 9,839 8,084 7,398 96 92 173 Net of ceded reinsurance basis................... -- 58,952 28,484 3,788 3,780 6,302
Management believes that the reserves carried for the asbestos and environmental claims at December 31, 2011 are adequate as they are based on known facts and current law. The Company continues to receive claims asserting 39 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) injuries from toxic waste, hazardous substances, and other environmental pollutants and alleged damages to cover the cleanup costs of hazardous waste dump sites (hereinafter collectively referred to as environmental claims) and indemnity claims asserting injuries from asbestos. Estimation of asbestos and environmental claims loss reserves is a difficult process, as these claims, which emanate from policies written in 1984 and prior years, cannot be estimated by conventional reserving techniques. Asbestos Loss Portfolio Transfer On March 31, 2011, the Company and certain other Chartis affiliated insurers (collectively, the Chartis Reinsureds) entered into a loss portfolio transfer reinsurance agreement (Asbestos Reinsurance LPT), with an inception date of January 1, 2011, with Eaglestone. Under the Asbestos Reinsurance LPT, the Chartis Reinsureds transferred all of their net (net of discount and net of external reinsurance) U.S. asbestos liabilities to Eaglestone. The Chartis Reinsureds made a payment of $2,790,351 to Eaglestone (representing the net carrying value of their asbestos reserves) and Eaglestone agreed to provide coverage up to an aggregate limit of $5,000,000 on the assumed asbestos portfolio. The share of the net reserves (and payment) assumed by Eaglestone from each of Chartis Reinsureds is presented below. Eaglestone and the Chartis Reinsureds received the required regulatory approvals to enter into the Asbestos Reinsurance LPT. The transaction closed and settled on May 13, 2011. Eaglestone and the Chartis Reinsureds recorded the transaction as prospective reinsurance in accordance with SSAP 62R. On June 17, 2011, Eaglestone and the Chartis Reinsureds completed a transaction, effective as of January 1, 2011, with National Indemnity Company (NICO), a subsidiary of Berkshire Hathaway Inc., under which the bulk of the Chartis Reinsureds' U.S. asbestos liabilities that were assumed by Eaglestone under the Asbestos Reinsurance LPT were transferred through a reinsurance agreement by Eaglestone to NICO. The transaction with NICO covers potentially volatile U.S.-related asbestos exposures. The NICO transaction does not cover asbestos accounts that the Chartis reinsureds believe have already been reserved to their limit of liability or certain other ancillary asbestos exposures of Chartis affiliates. In addition to its assumption of the subject asbestos liabilities and as included as part of its liability under the reinsurance agreement with Eaglestone, NICO assumed the collection risk on the Chartis Reinsureds' third party reinsurance recoverables with respect to the asbestos reserves NICO assumed. With the concurrence of the PA DOI, the Company's provision for reinsurance recoverable both paid and unpaid has been reduced by $86,591 to reflect the transfer to an authorized reinsurer of the collection risk on certain of the Chartis companies' asbestos related third party reinsurance recoverable. This credit is reflected in the "Other allowed offset items" column of the Schedule of Reinsurance of the Company's 2011 Annual Statement. Excess Workers' Compensation Loss Portfolio Transfer On March 31, 2011, the Admitted Pool members entered into a loss portfolio transfer agreement (Excess Workers' Compensation Reinsurance LPT), with an inception date of January 1, 2011, with Eaglestone to transfer $2,720,102 of net excess workers' compensation liabilities to Eaglestone on a funds withheld basis. Eaglestone established an initial funds withheld asset in the aggregate of $2,720,102 and agreed to provide coverage up to an aggregate limit of $5,500,000 on the assumed exposures. Eaglestone will earn interest of 4.25 percent per annum on the funds withheld balance. The Company's funds held balance including accrued interest was $904,459 at December 31, 2011. This was considered a non cash transaction in the statement of cash flow. The share of the net reserves assumed by Eaglestone from each of the Chartis Reinsureds is presented below: 40 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
EXCESS ASBESTOS LOSS WORKERS' COMPANY TRANSFER COMPENSATION TOTAL ------- ------------- ------------ ---------- ADMITTED POOL COMPANIES: National Union............... $ 827,363 $ 927,266 $1,754,629 American Home................ 783,818 1,092,875 1,876,693 C&I.......................... 239,500 333,934 573,434 Chartis PC................... 108,863 122,009 230,872 New Hampshire................ 108,863 122,009 230,872 ISOP......................... 108,863 122,009 230,872 ---------- ---------- ---------- TOTAL ADMITTED POOL COMPANIES $2,177,270 $2,720,102 $4,897,372 ========== ========== ========== SURPLUS LINES POOL COMPANIES: Lexington Insurance Company.. $ 261,997 $ -- $ 261,997 Chartis Select Insurance Company.................... 67,370 -- 67,370 Chartis Specialty Insurance Company.................... 37,428 -- 37,428 Landmark Insurance Company... 7,486 -- 7,486 ---------- ---------- ---------- TOTAL SURPLUS LINES POOL COMPANIES..................... $ 374,281 $ -- $ 374,281 ========== ========== ========== CHARTIS INTERNATIONAL: Chartis Overseas Ltd......... $ 212,400 $ -- $ 212,400 Other........................ 26,400 -- 26,400 ---------- ---------- ---------- TOTAL CHARTIS INTERNATIONAL..... $ 238,800 $ -- $ 238,800 ========== ========== ========== GRAND TOTAL..................... $2,790,351 $2,720,102 $5,510,453 ========== ========== ==========
NOTE 5 - RELATED PARTY TRANSACTIONS A. ADMITTED POOLING AGREEMENT The Company, as well as certain other insurance affiliates, is a party to an inter-company reinsurance pooling agreement. In accordance with the terms and conditions of this agreement, the member companies cede all direct and assumed business (except that of the Japan branch of American Home) to the Company (the lead pooling participant). In turn, each pooling participant receives from the Company their percentage share of the pooled business. The Company's share of the pool is 38.0 percent. Accordingly, premiums earned, losses and LAE incurred, and other underwriting expenses, as well as related assets and liabilities, in the accompanying financial statements emanate from the Company's percentage participation in the pool. A list of all pooling participants and their respective participation percentages is set forth in Note 1. 41 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) B. CHARTIS OVERSEAS ASSOCIATION POOLING ARRANGEMENT AIG formed the Association, a Bermuda unincorporated association, in 1976, as the pooling mechanism for AIG's international general insurance operations. In exchange for membership in the Association at the assigned participation, the members contributed capital in the form of cash and other assets, including rights to future business written by international operations owned by the members. The legal ownership and insurance licenses of these international branches remain in the name of New Hampshire, American Home, and the Company. On an annual basis the Association files audited financial statements with the New York State Department of Financial Services (NY DFS) that have been prepared in accordance with accounting practices prescribed or permitted by the State of New York (NY SAP). At the time of forming the Association, the member companies entered into an open-ended reinsurance agreement, cancelable with six months written notice by any member. The reinsurance agreement governs the insurance business pooled in the Association. The initial participation established was subsequently amended for profits and losses for each year derived from reinsurance of risks situated in Japan (excluding certain Japanese situs risks). The participation for Japanese and non-Japanese business underwritten via the Association is set forth in the table below:
INITIAL PARTICIPATION NAIC CO. PARTICIPATION PERCENT SPECIFIC TO MEMBER COMPANY CODE PERCENT JAPAN RISK -------------- -------- ------------- ------------------- Chartis Overseas Limited............. - 67.0% 85.0% Commercial Pool member companies, as follows:........................... - 33.0% 15.0% New Hampshire..................... 23841 12.0% 10.0% The Company....................... 19445 11.0% 5.0% American Home..................... 19380 10.0% 0.0% ===== ==== ====
42 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) In accordance with the Admitted Pooling Agreement, the Admitted Pool member companies' participation in the Association is pooled among all Admitted Pool members proportional to their participation in the Admitted Pool. The Company's participation in the Association after the application of its participation in the Admitted Pooling Agreement has been presented in the accompanying financial statements as follows:
AS OF DECEMBER 31, 2011 2010 ------------------ --------- --------- Assumed reinsurance premiums receivable. 125,964 80,066 Funds held by ceding reinsurers......... 44,019 13,171 Reinsurance recoverable................. 35,957 44,411 Equities in underwriting pools and associations.......................... 281,764 575,123 --------- --------- TOTAL ASSETS............................ $ 487,704 $ 712,771 --------- --------- Loss and LAE reserves................... 553,856 596,272 Unearned premium reserves............... 218,483 246,029 Funds held.............................. 10,721 13,762 Ceded balances payable.................. 51,022 64,698 Assumed reinsurance payable............. 56,493 46,534 --------- --------- TOTAL LIABILITIES....................... $ 890,575 $ 967,295 --------- --------- TOTAL SURPLUS........................... $(402,871) $(254,524) ========= =========
As of December 31, 2011, the Association reported an asset of $2,401,126 representing the value of subsidiaries and affiliated entities (SCAs). As of December 31, 2011, Chartis Europe S.A. represented $1,748,890 and Chartis UK Holdings represented $542,447, respectively, of this total SCA asset. The Company's reporting of its interest in the Association's SCA entities is consistent with the reporting of its interest in the Association and the Admitted Pooling Agreement. At December 31, 2011 the Company's interest in the Association's SCA entities was $301,101 and has been reported as a component of EQUITIES IN UNDERWRITING POOLS AND ASSOCIATIONS. As part of its efforts to simplify the legal entity structure, enhance transparency and streamline financial visibility, Chartis continued to restructure the foreign branch operations of the Admitted Pool members. Generally, the results of these foreign branch operations, with the exception of American Home's Japan and former Canadian branches, have historically been reported as part of the operations of the Association by its member companies consistent with the accounting for the Admitted Pooling Agreement, the Admitted Pool. The U.S. member companies of the Association pooled their 33 percent participation with the remaining members of the Admitted Pool. On January 1, 2011, American Home transferred the existing business of its Singapore Branch to Chartis Singapore Insurance PTE Ltd. (Chartis Singapore) an indirect wholly owned subsidiary of Chartis International, LLC. American Home also transferred the in force business of its Australia and New Zealand branches to new legal entities formed in those jurisdictions, effective March 1, 2011 and December 1, 2011 respectively. With an effective date of December 1, 2011, American Home also transferred the in force business of its Cyprus and Malta branches to newly formed branches of Chartis Insurance UK Limited (Chartis UK). New Hampshire transferred 43 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) its in force business of its Philippines branch to Chartis Philippines Insurance Inc., a subsidiary of Chartis Singapore, effective December 1, 2011. On December 1, 2011, Chartis Insurance Ireland Limited (CIIL) merged into Chartis UK (n/k/a Chartis Europe Limited). Upon merger, business previously written by CIIL will be written by a newly registered Irish branch of Chartis UK. In connection with this restructuring, certain inter-company reinsurance agreements between CIIL and the Association members were novated to Chartis UK Ireland Branch and repaneled. On that same date, Chartis UK Ireland Branch entered into a quota share and a combined working and catastrophe excess of loss reinsurance agreement directly with the Association members. During 2011, the largest restructuring were completed at Chartis Singapore, the Australia branch and the Hong Kong branches. These branches had total assets of $2,315,692 and liabilities of $1,322,618. Effective December 1, 2010, the in force business of the Hong Kong branches of the Company, American Home and New Hampshire was transferred to Chartis Insurance Hong Kong Limited, a subsidiary of Chartis Overseas Limited, under Section 25D of the Hong Kong Insurance Companies Ordinance. Consistent with the 2011 transactions, this transaction was recorded by the Admitted Pool members in calendar year 2011 with the approval of NY DFS and PA DOI. The Association's fiscal year end is November 30th. Although the fiscal year end for the members of the Admitted Pool is December 31, their financial statements have historically and consistently reported the results of their participation in the Association as of the Association's fiscal year end. In order to achieve consistency in their financial reporting, the Admitted Pool members have received approval from the NY DFS and the PA DOI to record the above referenced December 1, 2011 restructuring activities, including the reinsurance transactions associated with the restructuring of Chartis Ireland operations, in their 2012 statutory financial statements. These transactions are not expected to have a material impact on the Company's financial statements. C. GUARANTEE ARRANGEMENTS The Company issued guarantees whereby it unconditionally and irrevocably guaranteed all present and future obligations and liabilities of any kind arising from the policies of insurance issued by certain insurers who, as of the guarantee issue date, were members of the AIG holding company group. The guarantees were provided in order to secure or maintain the guaranteed companies' rating status issued by certain rating agencies, as disclosed in Note 11. 44 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) D. INVESTMENTS IN AFFILIATES As of December 31, 2011 and 2010, the Company's common stock investments with its affiliates together with the related change in unrealized appreciation were as follows:
AFFILIATE ACTUAL CARRYING VALUE CHANGE IN OWNERSHIP COST AT DECEMBER 31, CARRYING VALUE AFFILIATED INVESTMENT PERCENT 2011 2011 2011 --------------------- --------- ---------- --------------- -------------- Common stocks: AIG Lodging Opportunities, Inc.......... 100.0% $ 3,234 $ 3,930 $ 785 Chartis Select Insurance Company........ 100.0% 442,228 1,975,192 156,344 Mt. Mansfield Co. Inc................... 100.0% 88,357 82,119 9,257 National Union Fire Ins. Company of Vt.. 100.0% 12,530 11,858 (53,546) Chartis Specialty Insurance Company..... 70.0% 208,138 598,123 60,975 Lexington Insurance Company............. 70.0% 643,111 4,075,918 183,608 Pine Street Real Estate Holding Corp.... 22.1% 2,973 1,656 159 American International Realty, Inc...... 22.0% 9,931 25,209 (4,476) Eastgreen, Inc.......................... 9.7% 14,705 12,773 5,717 Spruce Peak Realty LLC.................. 1.0% 953 953 35 ----- ---------- ---------- -------- TOTAL COMMON STOCKS-AFFILIATES....... $1,426,160 $6,787,731 $358,858 ===== ========== ========== ========
AFFILIATE ACTUAL CARRYING VALUE CHANGE IN OWNERSHIP COST AT DECEMBER 31, CARRYING VALUE AFFILIATED INVESTMENT PERCENT 2010 2010 2010 --------------------- --------- ---------- --------------- -------------- Common stocks: AIG Lodging Opportunities, Inc.......... 100.0% $ 3,234 $ 3,145 $ 1,722 Chartis Select Insurance Company........ 100.0% 442,228 1,818,848 92,555 Mt. Mansfield Co. Inc................... 100.0% 76,018 72,862 22,429 National Union Fire Ins. Company of La.. (b) 100.0% -- -- (7,394) National Union Fire Ins. Company of Vt.. 100.0% 41,000 65,404 4,439 Chartis Specialty Insurance Company..... 70.0% 208,138 537,148 49,174 Lexington Insurance Company............. 70.0% 631,112 3,892,310 261,175 Pine Street Real Estate Holding Corp.... 22.1% 2,973 1,497 (40) American International Realty, Inc...... 22.0% 9,912 29,685 15,228 Eastgreen, Inc.......................... 9.7% 8,976 7,056 97 Spruce Peak Realty LLC.................. 1.0% 945 918 694 Chartis Claims, Inc..................... (a) 0.0% -- -- (55,461) United Guaranty Corporation............. (c) 0.0% -- -- (804,829) -- ----- ---------- ---------- --------- TOTAL COMMON STOCKS--AFFILIATES...... $1,424,536 $6,428,873 $(420,211) == ===== ========== ========== =========
(a)As referenced in Note 5E, the Company transferred its ownership in Chartis Claims, Inc to Chartis U.S. Inc. (b)As referenced in Note 5E, National Union Fire Insurance Company of Louisiana was merged into the Company. (c)As referenced in Note 5E, the Company transferred its interest in United Guaranty Corporation to AIG. The remaining equity interest in these investments is owned by other affiliated companies, which are wholly-owned by the Ultimate Parent. 45 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Lexington Insurance Company's (Lexington) admitted assets, liabilities and capital and surplus as of December 31, 2011 and 2010 and net income for the years ended December 31, 2011 and 2010 are set forth below:
2011 2010 ----------- ----------- Total admitted assets. $18,894,006 $18,631,448 Total liabilities..... 13,071,267 13,097,341 Total capital and surplus............. 5,822,739 5,534,107 Net income............ 325,630 312,190 ----------- -----------
On December 31, 2009, National Union acquired a 100 percent interest in Mt. Mansfield/Spruce Peak Realty. As part of this transaction, the Company established negative goodwill in the amount of $125,565. This amount is being amortized over 10 years. Additionally, as part of the transaction Chartis, Inc. has committed to pay a percentage of the positive cash flows from Mt. Mansfield to the Ultimate Parent. The Company, with the approval of PA DOI, reflected the redemption of its investment in the Series A preferred shares of AIG Capital Corporation (Issuer) as a Type 1 subsequent event in the 2009 financial statements. On February 19, 2010, the Company received $2 billion from the Issuer as consideration for the redemption as well as $38,333 representing accrued dividends for the 4th quarter of 2009 and 1st quarter of 2010 through the settlement date. The proceeds received from the redemption and the accrued dividends through December 31, 2009 had been reported as part of the balance sheet account "Receivable from parent, subsidiaries and affiliates". The Company has ownership interests in certain affiliated real estate holding companies. From time to time, the Company may own investments in partnerships across various other AIG affiliated entities with a combined percentage greater than 10.0 percent. As of December 31, 2011 and 2010, the Company's total investments in partnerships with affiliated entities where AIG's interest was greater than 10.0 percent amounted to $1,020,054 and $2,283,464, respectively. E. RESTRUCTURING DOMESTIC OPERATIONS As discussed in Note 6, effective January 1, 2010 and April 1, 2010, National Union commuted its quota share and stop loss reinsurance agreements with Chartis Specialty and a multiyear reinsurance agreement with AIRCO, respectively. The Company recorded its share of these transactions based upon its stated pool percentage. As a result of a transaction which closed on February 24, 2011 but was effective December 31, 2010; (i) all of the outstanding shares of United Guaranty Corporation (UGC) owned by the Company and two other insurance company subsidiaries of Chartis U.S., Inc. (Chartis insurance subsidiaries) were transferred to AIG, and; (ii) AIG contributed cash to Chartis, Inc. in an amount equal to the statutory book value of the shares of UGC as at December 31, 2010. As a result, on February 24, the Chartis insurance subsidiaries each received a contribution equal to its pro rata share of the statutory book value of UGC shares owned by such Chartis insurance subsidiary, including $842,206 received by the Company. 46 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Effective October 7, 2010, National Union Fire Insurance Company of Louisiana (NULA), Audubon Insurance Company (Audubon Insurance) and Audubon Indemnity Company (Audubon Indemnity) were merged with and into the Company. The Company is the surviving company and has assumed all of the existing obligations of the merged companies. The transaction was accounted for as a statutory merger. The Company did not issue any new shares of stock as a result of the merger. The mergers were recorded as of October 1, 2010 with the approval of the PA DOI. As a result of the merger, the Company's total assets increased by $55,529; total liabilities increased by $4,901; gross paid in and contributed capital increased by $7,130; and unassigned surplus increased by $43,498. The increase to the Company's post-merger surplus is net of eliminations of $1,541 that is primarily related to the provision for reinsurance of $1,308. This item is presented as OTHER SURPLUS ADJUSTMENTS in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS. With the approval of the Company's domiciliary regulator, none of the prior years' results or historical schedules have been restated for the merger. Chartis, Inc. created Chartis Global Claims Services, Inc. as part of restructuring efforts within Chartis, Inc. National Union distributed its ownership of Chartis Claims, Inc. to Chartis U.S., Inc. as a dividend, which Chartis U.S., Inc. subsequently contributed to Chartis Global Claims Services, Inc. In 2009, the Company sold its 32.77 percent interest in the issued and outstanding common stock of International Lease Finance Corporation (ILFC) to AIG Capital Corporation, a wholly owned subsidiary of AIG. As a result of this transaction, the Company received cash equal to the statutory book value of its investment in ILFC common stock and recorded a gain of $1,927,160. In accordance with the tax sharing agreement, the Company was reimbursed $952,593 and recorded such amount as additional paid in capital. Effective July 1, 2009, the 21st Century Personal Auto Group (PAG) was sold to Farmers Group, Inc. (FGI), a subsidiary of Zurich Financial Services Group for $1.9 billion. Of the $1.9 billion proceeds received by AIG member companies from the sale of the PAG entities to FGI, $0.2 billion was retained by Chartis U.S., Inc. as consideration for the PAG entities it owned and $1.7 billion was provided to the Chartis U.S. insurance entities. American International Insurance Company (AIIC) was the lead company in the Personal Lines Pool which was the mechanism for sharing the PAG and the Private Client Group (PCG) business underwritten among the Personal Lines Pool members. PCG business was underwritten directly by member companies of the Personal Lines Pool as well as the insurance entities of Chartis U.S., Inc. not subject to this sale ("Chartis U.S., Inc. companies"). The PCG business written by Chartis U.S., Inc. companies was ceded 100 percent to AIIC as the pool lead. The total of the PCG business assumed by AIIC, the PCG business underwritten directly by Personal Lines Pool members, as well as the PAG business retained by AIIC ("net business of the Personal Lines Pool") was then subject to a 50 percent quota share to National Union. The Admitted Pool members participated in this business assumed by the Company at their stated pool percentages. In connection with this sale, various reinsurance agreements between the PAG companies and the Chartis U.S., Inc. companies (including the Company) were partially or fully commuted as of June 30, 2009. The major transactions are summarized below: 1. The quota share reinsurance agreement between the Company and AIIC under which AIIC ceded 50 percent of the net business of the Personal Lines Pool to the Company was commuted as of June 30, 2009. 2. All liabilities relating to existing PCG business that was written on a direct basis by members of the Personal Lines Pool were transferred to the Company under the terms of the PCG Business Reinsurance and Administration Agreement, effective June 30, 2009. 47 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) 3. All obligations and liabilities relating to the PCG business that was directly written and ceded by Chartis U.S., Inc. companies to AIIC under various quota share reinsurance agreements were commuted as of June 30, 2009. Following these transactions the Chartis U.S., Inc. companies settled all amounts due to AIIC in securities and cash totaling $871.9 million. The Company's share of this settlement was $329.9 million. The Chartis U.S., Inc. companies which owned 21/st/ Century Insurance Group (a member company of PAG), recorded dividend income and a resulting intangible asset of approximately $527.5 million for the fair value of the PCG business, which was not subject to the PAG sale and was retained by the Chartis U.S., Inc. companies going forward. Additionally, capital contributions were received by the owners of 21/st/ Century Insurance Group of $184.6 million from Chartis U.S. as part of the tax sharing agreement. The Company's share of these transactions was dividend income of $154.8 million and a capital contribution of $54.2 million. Following the sale of the PAG entities, which included the Company's ownership in 21st Century Insurance Group and AIIC, the Company received $319.1 million of the $1.7 billion of proceeds received by the Chartis U.S., Inc. companies. As a result of these transactions involving the sale of these PAG entities, the Company recorded a pre-tax loss of $120.9 million. FOREIGN OPERATIONS Pursuant to a tender offer that expired on March 24, 2011, Chartis Japan Capital Company, LLC (CJCC), a newly formed subsidiary of the Company, acquired 43.59 percent of the outstanding shares of Fuji Fire and Marine Insurance Company, Limited (Fuji Japan). As a result of this transaction, as of March 31, 2011, Chartis owned 98.4 percent of Fuji Japan's outstanding voting shares. In a transaction that closed on August 4, 2011, the Company sold its interest in CJCC to Chartis Japan Holdings, LLC, a subsidiary of Chartis International, LLC, for approximately $586.8 million. The Company realized a loss of $215. Additionally, on the same date, American Home closed a transaction in which it sold its interest in Chartis Non-Life Holding Company (Japan), Inc., an intermediate holding company whose primary asset consisted of approximately 38.6 percent of the common stock of Fuji Japan, to Chartis Pacific Rim Holdings, L.L.C, also a subsidiary of Chartis International, LLC, for approximately $433,574. Chartis' total ownership of Fuji Japan has not changed as a result of these transactions. On July 27, 2011, the PA DOI approved a transaction whereby the Company provided a two year collateral loan of approximately $433,574 to Chartis Pacific Rim Holdings, L.L.C. The collateral loan has a coupon rate of 2.15 percent and the interest is paid in full at maturity on August 4, 2013. 48 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) F. OTHER RELATED PARTY TRANSACTIONS The following tables summarize transactions (excluding reinsurance and cost allocation transactions) that occurred during 2011 and 2010 between the Company and any affiliated companies that exceeded one half of one percent of the Company's admitted assets as of December 31, 2011 and 2010 and all capital contributions and dividends:
2011 ------------------------------------------------------------- ASSETS RECEIVED BY THE COMPANY ASSETS TRANSFERRED BY THE COMPANY --------------------------- --------------------------------- DATE OF NAME OF TRANSACTION EXPLANATION OF TRANSACTION AFFILIATE STATEMENT VALUE DESCRIPTION STATEMENT VALUE DESCRIPTION ----------- -------------------------- ------------------ --------------- ----------- --------------- ----------- 03/01/11 Dividend Chartis U.S., Inc. $ -- $ 14,930 In kind 01/07/11 Dividend Chartis U.S., Inc. 325,000 Cash 09/30/11 Dividend Chartis U.S., Inc. 290,000 Cash 12/19/11 Dividend Chartis U.S., Inc. 210,000 Cash 11/01/11 Dividend Chartis U.S., Inc. 21,416 In kind 06/30/11 Eaglestone capitalization (a) Chartis U.S., Inc. 620,000 Cash 06/30/11 Capital contribution Chartis U.S., Inc. 17,617 Cash Various Capital contribution (b) Chartis U.S., Inc. 11,112 In kind Various Capital contribution (c) Chartis U.S., Inc. 3,036 In kind AIG Inc.Matched 03/28/11 Purchase of securities Investment Program 351,143 Securities 351,143 Cash 03/31/11 Eaglestone capitalization (a) Chartis U.S., Inc. 510,000 Cash 08/18/11 Sale of securities Lexington 418,412 Cash 399,788 Securities ------------------------- -- ------------------ -------- ---------- -------- ----------
(a)Refer immediately below this table for Eaglestone Reinsurance Company capitalization (b)Capital contributions in lieu of tax sharing agreement (c)Other Lexington: Lexington Insurance Company Funding of Eaglestone Capitalization On March 31, 2011, the Company, American Home, and New Hampshire (Funding Participants), with the approval of the PA DOI and the NY DFS, returned $1,700,000 of capital to their immediate parent (Chartis U.S., Inc.) as part of a plan to capitalize Eaglestone with each of the companies contributing $510,000, $1,020,000 and $170,000, respectively. Eaglestone was significantly overcapitalized relative to its risk based capital target after the loss portfolio transfer was executed with NICO. Accordingly, on July 26, 2011, Eaglestone received approval from the PA DOI to return $1,030,000 in cash from its gross paid-in and contributed surplus to Chartis U.S., Inc. The distribution was made to Chartis U.S., Inc. on July 27, 2011. On that same date, Chartis U.S., Inc. contributed $620,000 to the Company, $130,000 to New Hampshire, and $100,000 to Chartis PC. 49 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
2010 ------------------------------------------------------- ASSETS RECEIVED BY ASSETS TRANSFERRED BY THE COMPANY THE COMPANY DATE OF NAME OF --------------------------- --------------------------- TRANSACTION EXPLANATION OF TRANSACTION AFFILIATE STATEMENT VALUE DESCRIPTION STATEMENT VALUE DESCRIPTION ----------- -------------------------- ------------------ --------------- ----------- --------------- ----------- 03/05/10 Dividend Chartis U.S., Inc. $-- $170,000 Cash 04/07/10 Dividend Chartis U.S., Inc. 6,238 Cash 06/29/10 Dividend Chartis U.S., Inc. 250,000 Cash 09/08/10 Dividend Chartis U.S., Inc. 120,000 Cash 12/03/10 Dividend Chartis U.S., Inc. 230,000 Cash 10/20/10 Dividend Chartis U.S., Inc. 46,895 Securities 12/31/10 Dividend (c) Chartis U.S., Inc. 66,828 Securities 10/01/10 Capital contribution (b) Chartis U.S., Inc. 7,130 In kind 12/31/10 Capital contribution (a) Chartis U.S., Inc. 11,936 In kind Various Capital contribution Chartis U.S., Inc. 5,413 In kind 12/31/10 Capital contribution (d) Chartis U.S., Inc. 750,000 Receivable 12/31/10 Other (d) Chartis U.S., Inc. 842,206 Receivable 842,206 Securities 03/22/10 Additional investments Lexington 210,000 Securities 10/20/10 Dividend income Lexington 46,895 Securities 12/14/10 Dividend income Lexington 210,000 Securities 06/24/10 Purchase of securities American Home 708,005 Securities 708,005 Cash ---------------------- -- ------------------ ------- ---------- -------- ----------
(a)Capital contributions in lieu of tax sharing agreement (b)Merger of Audubon Insurance, Audubon Indemnity, and NULA. (c)Transfer of ownership of Chartis Claims, Inc. (d)Refer to Note 5E--Restructuring--Domestic Operations On October 20, 2010, Lexington transferred its ownership of 35,000 shares of JI Accident and Fire Insurance Company, Ltd. to the Company as a dividend, which was valued at $46,895. On the same date the Company transferred these shares to its parent, Chartis U.S Inc. at the same value. The Company made an additional contribution to Lexington of $210,000 on March 22, 2010 and received a dividend from Lexington on December 14, 2010 of the same amount. In the ordinary course of business, the Company utilizes its affiliates for data center systems, investment services, salvage and subrogation, and claims management. The following table summarizes transactions (excluding reinsurance and cost allocation transactions) that occurred between the Company and its affiliates during 2011, 2010 and 2009 that exceeded one half of one percent of the Company's admitted assets:
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- --------- --------- --------- Chartis Global Claims Services, Inc. $ 263,957 $ 259,062 $ 270,160 Chartis Global Services, Inc. 287,959 - - --------- --------- --------- TOTAL $ 551,916 $ 259,062 $ 270,160 ========= ========= =========
Effective January 1, 2011, Chartis Global Services, Inc. is the shared services organization for Chartis U.S., Inc. and Chartis International, LLC. In 2010 and 2009, the expenses were paid by other members of the Admitted Pool and allocated to the Company in accordance with the Pooling Agreement. As of December 31, 2011 and 2010, short-term investments included amounts invested in the AIG MANAGED MONEY MARKET FUND of $121,757 and $980,277, respectively. 50 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) On August 25, 2011, the Company amended its existing credit facility with Graphite. Under the amended facility, Lavastone Capital LLC (Lavastone), a wholly-owned subsidiary of Graphite has assumed from Graphite all of Graphite's rights and obligations, and Lavastone has pledged all of its assets (comprised of life insurance policies, cash, and receivables related to matured policies) to the Company. The amended facility is comprised of three separate elements - a 15-year senior term loan of $1,150,000; a 20-year junior term loan of $175,000; and a 20-year revolving component pursuant to which Lavastone may borrow up to $350,000 from time to time for the purpose of keeping its investments in life insurance in force. Interest on each component is due and payable at maturity, but is prepayable, as is principle, based upon the availability of funds. It is expected that Lavastone will repay all of these amounts using funds it receives from its assets. During 2011, the Company accrued $33,856 of investment income related to this credit facility. As of December 31, 2011 the Company's carrying values of the senior term loan, the junior term loan and the revolver were $1,175,092, $180,488 and $123,316, respectively, including in each case accrued interest. No payments of principle or interest were paid on the amended facility during 2011. As of December 31, 2011 the total fair value of the collateral was $1,517,338. AIG has guaranteed Lavastone's performance of its obligations under the credit facility. As part of the transaction, the Company paid to Lavastone $267,025, which was distributed to Graphite and used by Graphite to repay in full the principle and accrued interest on another existing credit facility Graphite had with an affiliate of the Company. No gain or loss was recorded by the Company as part of the loan modification. Federal and foreign income taxes (payable)/receivable from the Ultimate Parent as of December 31, 2011 and 2010 amounted to $(61,853) and $34,361, respectively. As of December 31, 2011 and 2010, the Company had the following balances receivable/payable from/to its affiliates (excluding reinsurance transactions). These balances are net of non-admitted amounts of $29,869 and $45,998, respectively, at December 31, 2011 and 2010.
AS OF DECEMBER 31, 2011 2010 ------------------ -------- ---------- Balances with admitted pool companies................... $ 41,912 $ 337,847 Balances with less than 0.5% of admitted assets 125,253 96,916 Capital contributions receivable from Chartis U.S. Inc. -- 1,592,206 -------- ---------- RECEIVABLE FROM PARENT, SUBSIDIARIES AND AFFILIATES $167,165 $2,026,969 ======== ========== Balances with admitted pool companies $ 68,493 $ 243,867 Balances with less than 0.5% of admitted assets 112,478 124,094 -------- ---------- PAYABLE TO PARENT, SUBSIDIARIES AND AFFILIATES $180,971 $ 367,961 ======== ==========
On February 24, 2011, the PA SAP approved National Union's request to report a $750,000 capital contribution from its parent, Chartis U.S., Inc. as a Type I subsequent event in its 2010 Annual Statement, pursuant to SSAP No. 72. The $750,000 was received on February 25, 2011. As a result of a transaction which closed on February 24, 2011 but was effective December 31, 2010, National Union, New Hampshire, and ISOP's ownership of United Guaranty Corporation, (UGC) was transferred to AIG through the transfer to AIG of all of the outstanding shares 51 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) of UGC from National Union, New Hampshire, and ISOP after a contribution of cash by AIG to the Chartis insurance subsidiaries in an amount equal to the statutory book value of the shares of UGC as at December 31, 2010. On February, 24, 2011, National Union, New Hampshire, and ISOP received $842,206, 644,970, and $348,700; respectively, from this transaction. With the concurrence of National Union, New Hampshire, and ISOP's domiciliary regulator, this transaction has been included in the financial statements as a Type I subsequent event pursuant to SSAP 9 and SSAP 72. The capital contribution and the transfer of the UGC ownership of $750,000 and $842,206, respectively were reported as Receivable from Affiliate at December 31, 2010. On March 31, 2005 the Company and certain of its affiliates entered into a settlement agreement with an insured to release all the asbestos claims and other products coverage potentially available under the applicable insurance policies by making specified payments to the insured on a quarterly basis from March 2005 to December 2016. Between March 31, 2006 and March 25, 2008 the insured entered into a series of receivable sale agreements with AICC whereby AICC purchased the insured's March 2006 to December 2016 receivables of $365,000 for $278,930. The Company did not reduce its loss reserves for the agreements between the insured and AICC. On October 27, 2009 AIG Funding, Inc. (AIGF) entered into an assignment and assumption agreement with AICC whereby AIGF assumed the remaining outstanding receivables from AICC, at net book value, as a partial payment against outstanding intercompany loan principal balances owed to AIGF by AICC. The amount, at net book value, was $225,962. Refer to Notes 3, 4, 6, 7, 8, 9, 10 and 13 for other disclosures on transactions with related parties. G. EVENTS OCCURRING AT THE AIG LEVEL In September 2008, liquidity issues resulted in AIG seeking and receiving governmental support through a credit facility from the Federal Reserve Bank of New York (the FRBNY, and such credit facility, the FRBNY Credit Facility) and funding from the United States Department of the Treasury (Department of the Treasury) through the Troubled Asset Relief Program (TARP). On January 14, 2011, AIG was recapitalized (the Recapitalization) and the FRBNY Credit Facility was repaid and terminated through a series of transactions that resulted in the Department of the Treasury becoming AIG's majority shareholder with ownership of approximately 92 percent of outstanding AIG Common Stock at that time. AIG understands that, subject to market conditions, the Department of the Treasury intends to dispose of its ownership interest over time, and AIG has granted certain registration rights to the Department of the Treasury to facilitate such sales. On May 27, 2011, AIG and the Department of the Treasury, as the selling shareholder, completed a registered public offering of AIG Common Stock. AIG issued and sold 100 million shares of AIG Common Stock for aggregate net proceeds of approximately $2.9 billion and the Department of the Treasury sold 200 million shares of AIG Common Stock. AIG did not receive any of the proceeds from the sale of the shares of AIG Common Stock by the Department of the Treasury. As a result of the sale of AIG Common Stock in this offering, the Series G Cumulative Mandatory Convertible Preferred Stock, par value $5.00 per share (the Series G Preferred Stock) was cancelled and the ownership of the outstanding AIG Common Stock by the Department of the Treasury was reduced from approximately 92 percent to approximately 77 percent after the completion of the offering. 52 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) NOTE 6 - REINSURANCE In the ordinary course of business, the Company reinsures certain risks with affiliates and other companies. Such arrangements serve to limit the Company's maximum loss on catastrophes and large and unusually hazardous risks. To the extent that any reinsuring company might be unable to meet its obligations, the Company would be liable for its respective participation in such defaulted amounts. The Company purchased catastrophe excess of loss reinsurance covers protecting its net exposures from an excessive loss arising from property insurance losses and excessive losses in the event of a catastrophe under workers' compensation contracts issued without limit of loss. During 2011, 2010 and 2009, the Company's net premiums written and net premiums earned were comprised of the following:
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- ----------------------- ----------------------- ----------------------- WRITTEN EARNED WRITTEN EARNED WRITTEN EARNED ----------- ----------- ----------- ----------- ----------- ----------- Direct premiums $ 7,395,064 $ 7,574,975 $ 7,046,534 $ 7,178,068 $ 6,293,106 $ 6,258,037 Reinsurance premiums assumed: Affiliates................... 10,176,526 11,083,820 10,393,789 11,337,854 13,353,275 15,167,769 Non-affiliates............... 483,259 574,522 365,317 408,156 560,836 632,527 ----------- ----------- ----------- ----------- ----------- ----------- GROSS PREMIUMS 18,054,849 19,233,317 17,805,640 18,924,078 20,207,217 22,058,333 ----------- ----------- ----------- ----------- ----------- ----------- Reinsurance premiums ceded: Affiliates................... 11,635,859 12,359,125 11,491,912 12,162,924 13,322,772 14,740,688 Non-affiliates............... 1,655,724 1,678,272 1,604,992 1,516,668 1,140,940 1,246,179 ----------- ----------- ----------- ----------- ----------- ----------- NET PREMIUMS............. $ 4,763,266 $ 5,195,920 $ 4,708,736 $ 5,244,486 $ 5,743,505 $ 6,071,466 =========== =========== =========== =========== =========== ===========
The maximum amount of return commissions which would have been due reinsurers if all of the Company's reinsurance had been cancelled as of December 31, 2011 and 2010 with the return of the unearned premium reserve is as follows:
ASSUMED REINSURANCE CEDED REINSURANCE NET --------------------- --------------------- -------------------- UNEARNED UNEARNED UNEARNED PREMIUM COMMISSION PREMIUM COMMISSION PREMIUM COMMISSION RESERVES EQUITY RESERVES EQUITY RESERVES EQUITY ---------- ---------- ---------- ---------- -------- ---------- DECEMBER 31, 2011: Affiliates...... $5,943,041 $782,311 $5,932,243 $702,893 $ 10,798 $79,418 Non affiliates 462,006 60,816 465,221 55,125 (3,215) 5,691 ---------- -------- ---------- -------- -------- ------- TOTALS.......... $6,405,047 $843,127 $6,397,464 $758,018 $ 7,583 $85,109 ========== ======== ========== ======== ======== ======= DECEMBER 31, 2010: Affiliates...... $6,851,086 $795,609 $6,655,509 $754,459 $195,577 $41,150 Non affiliates.. 553,275 64,251 487,769 55,293 65,506 8,958 ---------- -------- ---------- -------- -------- ------- TOTALS.......... $7,404,361 $859,860 $7,143,278 $809,752 $261,083 $50,108 ========== ======== ========== ======== ======== =======
53 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) As of December 31, 2011 and 2010, and for the years then ended, the Company's unearned premium reserves, paid losses and LAE, and reserves for losses and LAE (including IBNR), have been reduced for reinsurance ceded as follows:
UNEARNED PREMIUM PAID LOSSES RESERVES FOR LOSSES DECEMBER 31, 2011: RESERVES AND LAE AND LAE ------------------ ---------------- ----------- ------------------- Affiliates...... $5,932,243 $ 93,493 $33,152,985 Non-affiliates.. 465,221 284,711 3,120,018 ---------- -------- ----------- Total........... $6,397,464 $378,204 $36,273,003 ========== ======== =========== DECEMBER 31, 2010: Affiliates...... $6,655,509 $100,616 $32,174,635 Non-affiliates.. 487,769 315,516 3,351,435 ---------- -------- ----------- Total........... $7,143,278 $416,132 $35,526,070 ========== ======== ===========
The Company's unsecured reinsurance recoverables as of December 31, 2011 in excess of 3.0 percent of its capital and surplus is set forth in the table below:
NAIC CO. REINSURER CODE AMOUNT --------- -------- ----------- Affilliates: Admitted Pool....................... -- $36,546,847 Eaglestone Reinsurance Company...... 10651 812,713 Chartis Overseas Ltd................ -- 501,516 AIU Insurance Company............... 19399 150,677 Lexington Insurance Company......... 19437 30,120 United Guaranty Insurance Company... 11715 24,476 Chartis Europe SA................... -- 6,728 Chartis Insurance UK Ltd............ -- 6,043 Chartis Specialty Insurance Company. 26883 5,174 Landmark Insurance Company.......... 35637 2,846 US Life Insurance Company of NY..... 70106 2,568 Chartis Insurance Company of Canada. -- 1,848 Chartis Select Insurance Company.... 10932 1,814 Other affiliates less than $1.0 million........................... -- 4,713 ----- ----------- TOTAL AFFILIATES.................... $38,098,083 ----- ----------- Non-affilliates:....................... -- ----- ----------- TOTAL AFFILIATES AND NON-AFFILIATES. $38,098,083 ===== ===========
54 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) During 2011, 2010 and 2009, the Company reported in its STATEMENTS OF OPERATIONS statutory losses of $2,272, $142,835 and $11,466, respectively, as a result of losses incurred from commutations with the below reinsurers. The 2011 loss was comprised of losses incurred of $2,265 and premiums earned of $(7); the 2010 loss was comprised of losses incurred of $142,934, commissions incurred $(103) and premiums earned of $(4); the 2009 losses were from losses incurred.
COMPANY 2011 2010 2009 ------- ------ -------- ------- Argonaut Midwest Insurance Company.......... $1,987 $ -- $ -- American International Reinsurance Company, Ltd....................................... -- 138,942 10,855 Reliastar Life Insurance Company............ -- 1,368 -- Continental Casualty Company................ -- 1,340 -- Other reinsurers less than $1.0 million..... 285 1,185 611 ------ -------- ------- TOTAL $2,272 $142,835 $11,466 ====== ======== =======
Effective April 1, 2010, the Company commuted a multi-year reinsurance agreement with AIRCO. The commutation resulted in the members of the Admitted Pool recapturing loss and LAE reserves of $2,576,715 in exchange for consideration of $2,211,079, resulting in a loss of $365,636, which was pooled in accordance with the Admitted Pooling Agreement. The commutation was approved by the NY DFS and PA DOI. The Company recorded its share of these transactions based upon its stated pool percentage, as follows:
COMPANY'S POOLED TOTAL ALLOCATION ---------- ---------------- Liabilities: Outstanding losses..... $2,576,715 $979,152 ---------- -------- P&L: Paid losses.. 365,636 138,942 ---------- -------- Net cash..... $2,211,079 $840,210 ========== ========
As of December 31, 2011 and 2010, the Company had reinsurance recoverables on paid losses in dispute of $108,428 and $122,296, respectively. During 2011, 2010, and 2009, the Company recovered/(wrote-off) reinsurance recoverable balances of $14,875, $(1,292) and $9,450 respectively. 55 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) As described in Note 5, the Company is party to an inter-company pooling agreement. In the ordinary course of business, the Company also assumes business, primarily from affiliated entities. As of December 31, 2011 and 2010, the Company's premium receivable and losses payable on assumed business are as follows:
2011 AFFILIATE NON-AFFILIATE TOTAL --------- ------------- -------- Premiums in course of collection.............................. $174,413 $38,985 $213,398 Reinsurance payable on paid loss and loss adjustment expenses.................................................... 75,394 12,463 87,857 2010 -------- ------- -------- AFFILIATE NON-AFFILIATE TOTAL --------- ------------- -------- Premiums in course of collection $155,068 $12,648 $167,716 Reinsurance payable on paid loss and loss adjustment expenses 158,679 5,019 163,698
The primary components of the affiliated assumed reinsurance balances summarized above, and excluding members of the Admitted Pool, related to reinsurance agreements with the following:
2011 2010 --------------------------------- ---------------------------------- PREMIUMS IN REINSURANCE PAYABLE ON PREMIUMS IN REINSURANCE PAYABLE ON COURSE OF PAID LOSS AND LOSS COURSE OF PAID LOSS AND LOSS COLLECTION ADJUSTMENT EXPENSES COLLECTION ADJUSTMENT EXPENSES ----------- ---------------------- ----------- ---------------------- Chartis Overseas Ltd............................. $44,977 $ 13,786 $15,554 $21,167 Chartis Excess Ltd............................... 8,666 38 -- -- Lexington Insurance Company...................... 8,429 10,832 17,333 18,715 Chartis Europe SA................................ 8,428 9,750 7,963 12,642 Chartis Insurance Company of Canada C$........... 7,578 6,701 -- -- Chartis Insurance UK Ltd......................... 7,333 7,050 11,848 4,277 CA De Seguros American Intl...................... 5,563 1,411 -- -- La Meridional Compania Argentina de Seguros S.A.. 3,966 1,277 -- -- Chartis Specialty Insurance Company.............. 3,373 1,394 410 630 National Union Insurance Company of Vermont...... 2,348 9,525 50 16,160 Chartis Insurance Company of Puerto Rico......... 1,555 1,339 11,222 328 United Guaranty Residential Insurance Company.... 487 (53,200) 258 21,700 Chartis Australia Insurance Ltd.................. -- 5,220 -- -- AIU Insurance Co................................. (2,680) (3,825) -- --
Effective January 1, 2010, Chartis Specialty commuted its quota share and stop loss reinsurance agreements with the Company. In accordance with the commutation agreement, the Company transferred cash and securities totaling $4,041,671 to Chartis Specialty, and in accordance with the pooling agreement, was reimbursed by the other pool participants. This amount was net of a ceding commission of $220,094. The Company recorded its share of these transactions based upon its stated pool percentage and reported the net impact on its financial statements from these transactions as follows: 56 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
COMPANY'S POOLED TOTAL ALLOCATION ---------- ---------------- Liabilities: Outstanding losses. $3,278,251 $1,245,735 Unearned premium reserves......... 933,787 354,839 Other.............. 49,727 18,896 ---------- ---------- 4,261,765 1,619,470 ---------- ---------- P&L: Ceding commission.. 220,094 83,636 ---------- ---------- Net cash and securities....... $4,041,671 $1,535,834 ========== ==========
NOTE 7 - DEPOSIT ACCOUNTING ASSETS AND LIABILITIES Certain of the products offered by the Company include funding components or have been structured in a manner such that little or no insurance risk is transferred. Funds received in connection with these arrangements are recorded as deposit liabilities, rather than premiums and incurred losses. In addition, the Company has entered into several ceded reinsurance arrangements, both treaty and facultative, which were determined to be deposit agreements. Conversely, funds paid in connection with these arrangements are recorded as deposit assets, rather than as ceded premiums and ceded incurred losses. AS OF DECEMBER 31, 2011 AND 2010, THE COMPANY'S DEPOSIT ASSETS AND LIABILITIES WERE COMPRISED OF THE FOLLOWING:
FUNDS DEPOSIT DEPOSIT FUNDS HELD HELD ASSETS LIABILITIES ASSETS LIABILITIES ------- ----------- ---------- ----------- DECEMBER 31, 2011: Direct.......... $ -- $103,001 $ -- $ -- Assumed......... -- 47 -- -- Ceded........... 4 -- -- 5,117 ---- -------- ------- ------ TOTAL........... $ 4 $103,048 $ -- $5,117 ==== ======== ======= ====== FUNDS DEPOSIT DEPOSIT FUNDS HELD HELD ASSETS LIABILITIES ASSETS LIABILITIES ------- ----------- ---------- ----------- DECEMBER 31, 2010: Direct.......... $ -- $106,240 $ 333 $ -- Assumed......... -- 94,201 93,100 -- Ceded........... 724 -- -- 1,045 ---- -------- ------- ------ TOTAL........... $724 $200,441 $93,433 $1,045 ==== ======== ======= ======
57 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) A reconciliation of the Company's deposit asset and deposit liabilities as of December 31, 2011 and 2010 is set forth in the table below:
2011 2010 --------------------- ---------------------- DEPOSIT DEPOSIT DEPOSIT DEPOSIT ASSETS LIABILITIES ASSETS LIABILITIES ---------- ----------- ---------- ----------- BALANCE AT JANUARY 1 $ 724 $ 200,441 $ 1,684 $ 188,394 Deposit activity, including loss recoveries......... (720) (95,807) (1,712) 8,823 Interest income or expense, net of amortization of margin............................................ -- (1,586) 752 3,224 -------- --------- ------- --------- BALANCE AT DECEMBER 31 $ 4 $ 103,048 $ 724 $ 200,441 ======== ========= ======= ========= 2011 2010 --------------------- ---------------------- FUNDS HELD FUNDS HELD FUNDS HELD FUNDS HELD ASSETS LIABILITIES ASSETS LIABILITIES ---------- ----------- ---------- ----------- BALANCE AT JANUARY 1 $ 93,433 $ 1,045 $93,433 $ -- Contributions....................................... -- 5,017 -- 1,045 Withdrawals......................................... (93,433) (945) -- -- Interest............................................ -- -- -- -- -------- --------- ------- --------- BALANCE AT DECEMBER 31 $ -- $ 5,117 $93,433 $ 1,045 ======== ========= ======= =========
In 2011, the Company determined, based on settlement of related litigation, that an assumed reinsurance deposit transaction had terminated, and the Company eliminated assumed deposit liabilities of $95,000 and related funds held assets of $93,100. NOTE 8 - FEDERAL INCOME TAXES The Company files a consolidated U.S. federal income tax return with the Ultimate Parent, AIG. AIG's domestic subsidiaries can be found on Schedule Y of the Company's annual statement. The Company is allocated U.S. federal income taxes based upon an accounting policy that was amended, effective January 1, 2010. This accounting policy provides that the Company shall reflect in its financial statements the tax liability that would have been paid by the Company if it had filed a separate federal income tax return except that Chartis, Inc. assumes the current liability (and future risks and rewards of the tax position taken) associated with the Company's unrecognized tax benefits by means of a deemed capital contribution transaction. Unrecognized tax benefits is defined as any liability recorded in accordance with Financial Accounting Standards Board Interpretation No. 48 - Accounting for Uncertainty in Income Taxes (FIN 48) which would include any tax liability recorded as the result of an agreed upon adjustment with the tax authorities, except ones arising as a result of errors or omissions. While the accounting policy described above governs the current and deferred tax recorded to the income tax provision, the amount of cash that will be paid or received for U.S. federal income taxes is governed by an intercompany tax settlement arrangement entered into with Chartis, Inc. The terms of this intercompany cash settlement arrangement are based on principles consistent with the accounting policy for allocating income tax expense or benefit to the Company above, except that: 58 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) . Any tax realized by the Company from the creation of a deferred inter-company gain (as determined under Treasury Regulation Section 1.1502-13) in which no consideration was received will be paid by the Subgroup Parent. . To the extent that (1) tax attributes are created outside of the normal course of business, (2) that cash benefit is received by Chartis, Inc. under its separate tax allocation agreement with Parent in advance of when the attributes are actually utilized in the AIG consolidated U.S. federal tax return, and (3) these identified tax attributes expire unused in the AIG consolidated tax return, Chartis, Inc. shall reimburse Parent for this amount and apportion such amount to the Company to the appropriate extent. The Company shall make any required reimbursements within 90 days after Chartis, Inc. receives notice from Parent. Consistent SSAP 10R principles and the Company's tax accounting policy for allocating taxes, any payment made under this provision would be accounted for as a distribution. At December 31, 2011, the Company has not generated any attributes outside of the normal course of business that could cause this provision of the agreement to become applicable. The Company had a prior tax sharing agreement in place during the 2008 and 2009 years with Chartis, Inc. The key differences between the 2008/2009 tax sharing agreement and the 2010 tax sharing agreement are: (i) the Company had to pay its separate federal income tax liability without taking into account tax credits, whereas they may take into account tax credits under the 2010 tax sharing agreement; (ii) the Company did not have to pay for any tax arising from gains from Qualifying Transactions (which were defined as deferred intercompany gains as defined in Treas. Reg. (S)1502-13 from the sale of stock or substantially all the assets of an operating subsidiary), whereas the 2010 agreement only exempts for deferred intercompany transactions for which no consideration was received; (iii) the Company did not have to pay any tax arising from Asset Sales (which were defined in the FRBNY credit facility between AIG and the Federal Reserve), so long as the net proceeds were remitted to AIG, whereas the 2010 agreement deletes references to Asset Sales since AIG repaid its obligations to FRBNY under the credit facility and (iv) the Company was paid for the use by the Subgroup of the Company's excess attributes that were utilized by the Subgroup, but under the 2010 agreement, the Company must be able to utilize the asset on its own separate company liability basis. The federal income tax recoverable/payable in the accompanying statement of admitted assets, liabilities, capital and surplus are due to/from Chartis Inc. The statutory U.S. federal income tax rate is 35 percent at December 31, 2011. The components of the Company's net deferred tax assets/liabilities ("DTA"/"DTL") as of December 31, 2011 and 2010 are as follows:
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE --------------------------------- --------------------------------- ------------------------------- DESCRIPTION ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ----------------------- ---------- --------- ---------- ---------- --------- ---------- --------- --------- --------- Gross deferred tax assets............... $1,535,890 $ 426,141 $1,962,031 $1,398,603 $ 573,242 $1,971,845 $ 137,287 $(147,101) $ (9,814) Less statutory valuation allowance............ -- 113,179 113,179 19,655 312,786 332,441 (19,655) (199,607) (219,262) ---------- --------- ---------- ---------- --------- ---------- --------- --------- --------- Adjusted gross deferred tax assets............... 1,535,890 312,962 1,848,852 1,378,948 260,456 1,639,404 156,942 52,506 209,448 Gross deferred tax liabilities.......... (53,027) (312,962) (365,989) (121,752) (260,456) (382,208) 68,725 (52,506) 16,219 ---------- --------- ---------- ---------- --------- ---------- --------- --------- --------- Net deferred tax asset/ (liabilities)........ 1,482,863 -- 1,482,863 1,257,196 -- 1,257,196 225,667 -- 225,667 Deferred tax assets nonadmitted.......... (609,323) -- (609,323) (256,859) -- (256,859) (352,464) -- (352,464) ---------- --------- ---------- ---------- --------- ---------- --------- --------- --------- Net admitted deferred tax assets........... $ 873,540 $ -- $ 873,540 $1,000,337 $ -- $1,000,337 $(126,797) $ -- $(126,797) ========== ========= ========== ========== ========= ========== ========= ========= =========
59 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The Company has elected to admit DTAs pursuant to paragraph 10.e. It recorded an increase in admitted DTAs as the result of its election to employ the provision of Paragraph 10.e. as follows:
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE ------------------------- ------------------------- ----------------------- DESCRIPTION ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ----------- -------- ------- -------- -------- ------- -------- -------- ------- ------ Increase in DTA from carried back losses that reverse in subsequent three calendar years that are carried back to recoup taxes............................ $ -- $-- $ -- $ -- $-- $ -- $ -- $-- $ -- Increase in DTA from the lesser of adjusted gross DTAs realizable within 36 months or 15% of statutory surplus................................. 600,868 -- 600,868 599,502 -- 599,502 1,366 -- 1,366 Increase in DTA from adjusted gross DTAs that can be offset against DTLs.................................... -- -- -- -- -- -- -- -- -- -------- --- -------- -------- --- -------- ------ --- ------ Total Increase in DTA admitted pursuant to Paragraph 10.e.............. $600,868 $-- $600,868 $599,502 $-- $599,502 $1,366 $-- $1,366 ======== === ======== ======== === ======== ====== === ======
The amount of admitted deferred tax assets, admitted assets, statutory surplus and total adjusted capital in the risk-based capital calculation resulting from the use of paragraph 10.a., 10.b., 10.c., 10.e. are as follows:
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE -------------------------------- ---------------------------------- ------------------------------ DESCRIPTION ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ----------- -------- --------- ----------- ---------- --------- ----------- --------- -------- --------- Carried back losses that reverse in subsequent calendar year........ $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- The lesser of adjusted gross DTAs realizable within 12 months or 10% of statutory surplus..... 272,672 -- 272,672 400,835 -- 400,835 (128,163) -- (128,163) Adjusted gross DTAs that can be offset against DTLs........ 53,027 312,962 365,989 121,753 260,455 382,208 (68,726) 52,507 (16,219) -------- --------- ----------- ---------- --------- ----------- --------- -------- --------- Total DTA admitted pursuant to Paragraphs 10.a, 10.b and 10.c........ $325,699 $ 312,962 $ 638,661 $ 522,588 $ 260,455 $ 783,043 $(196,889) $ 52,507 $(144,382) -------- --------- ----------- ---------- --------- ----------- --------- -------- --------- Admission Calculation Components..... SSAP No. 10R, Paragraph 10.e........... Carried back losses that reverse in subsequent three calendar years....... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- The lesser of adjusted gross DTAs realizable within 36 months or 15% of statutory surplus..... 600,868 -- 600,868 599,502 -- 599,502 1,366 -- 1,366 Adjusted gross DTAs that can be offset against DTLs........ -- -- -- -- -- -- -- -- -- -------- --------- ----------- ---------- --------- ----------- --------- -------- --------- Additional DTA admitted pursuant to Paragraph 10.e........ $600,868 $ -- $ 600,868 $ 599,502 $ -- $ 599,502 $ 1,366 $ -- $ 1,366 -------- --------- ----------- ---------- --------- ----------- --------- -------- --------- Total DTA admitted under SSAP No. 10R..... 926,567 312,962 1,239,529 1,122,090 260,455 1,382,545 (195,523) 52,507 (143,016) Total DTL......... (53,027) (312,962) (365,989) (121,753) (260,455) (382,208) 68,726 (52,507) 16,219 -------- --------- ----------- ---------- --------- ----------- --------- -------- --------- Net admitted DTA......... $873,540 $ -- $ 873,540 $1,000,337 $ -- $ 1,000,337 $(126,797) $ -- $(126,797) ======== ========= =========== ========== ========= =========== ========= ======== ========= Used in SSAP No. 10R, Par. 10 d........... Total adjusted capital..... -- -- 11,627,724 -- -- 11,532,762 -- -- 94,962 ----------- ----------- --------- Authorized Control Level....... -- -- 2,682,615 -- -- 2,963,797 -- -- (281,182) ----------- ----------- ---------
60 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The following table provides the Company's assets, capital and surplus, and Risk Based Capital (RBC) information with the DTA calculated under SSAP 10R paragraphs 10.a. to 10.c. and the additional DTA determined under SSAP 10R paragraph 10.e.:
DECEMBER 31, 2011 DECEMBER 31, 2010 CHANGE ---------------------------- ------------------------------ ------------------------------ DESCRIPTION ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ORDINARY CAPITAL TOTAL ----------- -------- ------- ----------- ---------- ------- ----------- --------- ------- ----------- SSAP No. 10R, Paragraphs 10.a, 10.b, and 10.c Admitted deferred tax assets................. $272,672 $-- $ 272,672 $ 400,835 $-- $ 400,835 $(128,163) $-- $ (128,163) Admitted assets.......... -- -- 29,804,576 -- -- 31,648,572 -- -- (1,843,996) Adjusted statutory surplus................ -- -- 12,013,139 -- -- 12,141,313 -- -- (128,174) Total adjusted capital from DTA............... -- -- 12,013,139 -- -- 12,141,313 -- -- (128,174) Increased amounts due to SSAP No. 10R, Paragraph 10.e Admitted deferred tax assets................. $873,540 $-- $ 873,540 $1,000,337 $-- $ 1,000,337 $(126,797) $-- $ (126,797) Admitted assets.......... -- -- 30,405,444 -- -- 32,248,074 -- -- (1,842,630) Statutory surplus........ -- -- 12,614,007 -- -- 12,740,815 -- -- (126,808)
The Company has employed tax planning strategies in determining the amount of adjusted gross and net admitted deferred tax assets. Tax planning strategies did not affect ordinary adjusted gross DTAs and increased net admitted DTAs by $92,517. Tax planning strategies increased had no impact upon capital adjusted gross DTAs and net admitted capital DTAs, all of which were admitted due to the Company being in a net capital DTL position. During 2011, 2010 and 2009, the Company's current income tax expense/(benefit) was comprised of the following:
FOR THE YEARS ENDED DECEMBER 31, 2011 2010 2009 -------------------------------- ------- ------- --------- Federal income tax........................ $ 8,035 $11,537 $(384,905) Foreign income tax........................ (1,695) (9,078) 6,290 ------- ------- --------- Subtotal............................... 6,340 2,459 (378,615) Federal income tax on net capital gains... -- 17,767 930,452 Other--including return to provision...... -- (6,049) 1,479 ------- ------- --------- Federal and foreign income taxes incurred. $ 6,340 $14,177 $ 553,316 ======= ======= =========
61 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The composition of the Company's net deferred tax assets as of December 31, 2011 and 2010, along with the changes in deferred income taxes for 2011, is set forth in the table below:
2011 2010 CHANGE ---------- ---------- --------- Deferred tax assets:........................... Ordinary.................................... Loss reserve discount................... $ 312,187 $ 359,135 $ (46,948) Non-admitted assets..................... 147,877 188,669 (40,792) Unearned premium reserve................ 179,720 209,756 (30,036) Pension adjustments..................... 12,278 24,777 (12,499) Bad debt expense........................ 29,820 90,090 (60,270) Net operating loss carryforward......... 501,587 462,168 39,419 Foreign tax credits carryforward........ 19,102 14,890 4,212 Deferred tax of foreign entities........ 55,749 38,067 17,682 Investments............................. 219,351 -- 219,351 Deferred loss on branch conversions..... 10,086 -- 10,086 Other temporary differences............. 48,132 11,051 37,081 ---------- ---------- --------- Subtotal............................. 1,535,889 1,398,603 137,286 Statutory valuation allowance adjustment.... -- (19,655) 19,655 Non-admitted................................ (609,323) (256,859) (352,464) ---------- ---------- --------- Admitted ordinary deferred tax assets....... 926,566 1,122,089 (195,523) ---------- ---------- --------- Capital..................................... Investments writedown................... 324,363 264,773 59,590 Deferred intercompany loss.............. -- 40,792 (40,792) Net capital loss carryforward........... 79,923 140,007 (60,084) Unrealized capital losses............... 6,038 125,171 (119,133) Other temporary difference.............. 15,818 2,499 13,319 ---------- ---------- --------- Subtotal............................. 426,142 573,242 (147,100) Statutory valuation allowance adjustment.... (113,179) (312,786) 199,607 Non-admitted................................ -- -- -- ---------- ---------- --------- Admitted capital deferred tax assets........ 312,963 260,456 52,507 ---------- ---------- --------- Total admitted deferred tax assets.......... $1,239,529 $1,382,545 $(143,016) ---------- ---------- ---------
62 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
2011 2010 CHANGE --------- ---------- --------- Deferred tax liabilities:................................................ Ordinary.............................................................. Investments....................................................... $ (40,448) $ (26,341) $ (14,107) Depreciation...................................................... -- (8,532) 8,532 Partnerships...................................................... -- (23,893) 23,893 Other (including items <5% of total ordinary tax liabilities)..... (12,579) (62,986) 50,407 --------- ---------- --------- Subtotal....................................................... (53,027) (121,752) 68,725 Capital............................................................... Investments....................................................... (60,572) -- (60,572) Unrealized capital gains.......................................... (252,390) (260,456) 8,066 --------- ---------- --------- Subtotal....................................................... (312,962) (260,456) (52,506) Total deferred tax liabilities........................................ $(365,989) $ (382,208) $ 16,219 --------- ---------- --------- Net admitted deferred tax assets/(liabilities):.......................... $ 873,540 $1,000,337 $(126,797) ========= ========== =========
The change in net deferred tax assets is comprised of the following: (this analysis is exclusive of non-admitted assets as the Change in Non-admitted Assets is reported separately from the Change in Net Deferred Income Taxes in the surplus section of the Annual Statement):
DESCRIPTION 2011 2010 CHANGE ----------- ---------- ---------- --------- Adjusted gross deferred tax assets....................... $1,848,852 $1,639,404 $ 209,448 Total deferred tax liabilities........................... (365,989) (382,208) 16,219 ---------- ---------- --------- Net deferred tax asset................................... 1,482,863 1,257,196 225,667 Deferred tax assets/(liabilities)--SSAP 3................ 40,748 Deferred tax assets/(liabilities)--unrealized............ 3,265 Deferred tax--noncash settlement through paid-in capital. 11,112 --------- Total change in deferred tax............................. 170,542 ========= Change in deferred tax--current year..................... 143,303 Change in deferred tax--current year--other suplus items. 27,239 --------- Change in deferred tax--current year--Total.............. 170,542 ========= CURRENT DEFERRED TOTAL ---------- ---------- --------- SSAP 3 impact: SSAP 3--general items................................. (83,765) 276,210 192,445 SSAP 3--unrealized gain/loss.......................... -- (114,332) (114,332) ---------- ---------- --------- Total SSAP 3.......................................... (83,765) 161,878 78,113 SSAP 3--statutory valuation allowance................. -- (121,128) (121,128) ---------- ---------- --------- SSAP 3--adjusted tax assets and liabilities........... (83,765) 40,750 (43,015) SSAP 3--non-admitted impact........................... 42,479 (9,412) 33,067 ---------- ---------- --------- Total SSAP 3 impact...................................... $ (41,286) $ 31,338 $ (9,948) ========== ========== =========
63 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) STATUTORY VALUATION ALLOWANCE Under SSAP 10R, statutory gross deferred tax assets must be reduced to the extent it is determined that valuation allowance would be required under U.S. GAAP valuation allowance principles pursuant to Accounting Standard Codification (ASC) 740, INCOME TAXES. Significant judgment is required in determining the provision for income taxes and, in particular, in the assessment of whether and in what magnitude a valuation allowance should be recorded. At December 31, 2011, the Company recorded gross deferred tax assets before valuation allowance of $1,962,031 and established a valuation allowance of $113,179 relating to capital deferred tax assets. This is based on the Company's expectation, which is based on a "more likely than not" standard in measuring its ability to realize its gross deferred tax assets reported on the Company's statement of admitted assets at December 31, 2011. Accordingly, the Company recorded total adjusted deferred tax assets of $1,848,852. When making its assessment about the realization of its deferred tax assets at December 31, 2011, the Company considered all available evidence, as required by income tax accounting guidance, including: . the nature, frequency, and severity of current and cumulative financial reporting losses; . transactions completed and transactions expected to be completed in the near future; . the carryforward periods for the net operating and capital loss and foreign tax credit carryforward; . the application of the amended tax sharing agreement between the tax Sub Group and the Ultimate Parent; and, . tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax assets. Negative evidence included: (i) the existence of cumulative losses in recent years, including losses related to adverse development in 2009 and 2010 of $1,062,000 and $1,645,000, respectively; (ii) the risk that the Company will not be able to execute upon on all of its strategies and actions in the anticipated timeframe; (iii) that Chartis is unable to continue generating profits from the foreign insurance business which the Company has asserted that it can reinsure into the Company; and, (iv) that the Company is unable to identify securities earning the investment yields contemplated in the projections and strategies which represented yields ranging from 3.75 percent to 10.8 percent. Positive evidence included the availability of prudent and feasible tax planning strategies and AIG's, Chartis' and the Company's intention to execute on tax planning strategies and/or actions, if required, that would allow the Company to generate taxable income in order to realize the statutory gross deferred tax assets. These tax planning strategies include; (i) converting tax-exempt investment income to taxable investment income through both the municipal bond borrowing program or through the sale of additional tax-exempt securities to third parties and affiliates and reinvestment of the proceeds in taxable securities; and, (ii) investing available resources into higher yielding assets. It is important to note, estimates of future taxable income generated from specific transactions and tax planning strategies could change in the near term, perhaps materially, which may require the Company to adjust its assessment of the need for a valuation allowance. Such adjustments could be material to the Company's financial condition or its results of operations for an individual reporting period. STATUTORY ADMISSIBILITY Once the $1,848,852 of adjusted gross deferred tax asset was quantified, this value was assessed for statutory admissibility using SSAP 10R's three part test. The first test allows for the admissibility of adjusted gross deferred tax 64 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) assets that are expected to reverse in the next three years and could be used to recover taxes paid in prior years. Currently, no carryback potential exists, and thus no adjusted gross deferred tax asset can be admitted under this first test. The second test allows for an adjusted gross deferred tax asset to be admitted based upon the lesser of 15 percent of adjusted statutory surplus of the most recently filed statement and the adjusted gross deferred tax assets expected to reverse within the next three years and that it is expected to be realized (i.e., provide incremental cash tax savings). Under this test, the Company is required to project future taxable income. If operating results differ from those expected in the Company's projections, the amount of the adjusted gross deferred tax asset admitted could materially change. The Company's projections used in determining the admissibility of adjusted gross deferred tax assets included the consideration of the tax planning actions and strategies discussed above and carry similar risks, including the possibility of continuing adverse development in the prior year loss reserves. Finally, the adjusted gross deferred tax assets not admitted under the first two tests can be admitted to the extent there are existing deferred tax liabilities allowable under the relevant tax law. As a result of these tests for statutory admissibility, $873,540 of adjusted gross deferred tax assets was admitted as of December 31, 2011. The Company does not have any unrecorded deferred tax liabilities. The Company's income tax incurred and change in deferred income tax differs from the amount obtained by applying the federal statutory rate of 35 percent to income before income taxes as follows:
2011 2010 2009 -------------------- -------------------- --------------------- DESCRIPTION AMOUNT TAX EFFECT AMOUNT TAX EFFECT AMOUNT TAX EFFECT --------------------------------------------------------- --------- ---------- --------- ---------- ---------- ---------- Net income before federal income taxes and capital gains taxes.................................................. $ 602,743 $ 210,960 $(670,989) $(234,846) $1,394,300 $ 488,005 BOOK TO TAX ADJUSTMENTS: Tax-exempt income..................................... (186,459) (65,261) (260,513) (91,179) (379,686) (132,890) Intercompany dividends................................ (30,942) (10,830) (301,132) (105,396) (287,872) (100,755) Dividend received deduction........................... (5,095) (1,783) (5,725) (2,004) -- -- Subpart F income, gross-up & foreign tax credits...... 10,847 2,102 (39,680) (23,366) -- -- Meals and entertainment............................... 2,591 907 2,109 738 909 318 Stock options and other compensation.................. 39,035 13,662 (5,364) (1,877) -- -- Non-deductible penalties.............................. 1,522 533 -- -- 767 268 Change in non-admitted assets......................... 104,930 36,726 198,958 69,635 (227,957) (79,785) Change in tax position................................ -- 5,214 -- 11,937 -- 50,468 Statutory valuation allowance......................... (340,390) (340,390) 332,441 332,441 -- -- Sale of divested entities............................. -- -- -- -- (27,239) (9,534) Return to provision................................... -- (1,254) -- 48,616 -- 17,098 Capital gain on affiliated subsidiary redistribution (UGC)............................................... -- -- (67,503) (23,626) -- -- Sale of ILFC.......................................... -- -- -- -- 795,000 278,250 Branch incorporation & conversion (Hong Kong/ Singapore).......................................... (566) (198) -- -- -- -- Non-deductible expenses............................... 36,156 12,655 -- -- -- -- Other................................................. (14) (6) -- (2,061) -- 3,604 --------- --------- --------- --------- ---------- --------- TOTAL BOOK TO TAX ADJUSTMENTS..................... (368,385) (347,923) (146,409) 213,858 (126,078) 27,042 --------- --------- --------- --------- ---------- --------- TOTAL FEDERAL TAXABLE INCOME AND TAX $ 234,358 $(136,963) $(817,398) $ (20,988) $1,268,222 $ 515,047 ========= ========= ========= ========= ========== ========= Federal income tax incurred.............................. 6,340 (3,590) (377,136) Federal income tax on realized capital gains............. -- 17,767 930,452 Change in deferred tax................................... (170,542) (35,165) (38,269) Less: Change in deferred tax--other surplus items........ 27,239 -- -- --------- --------- --------- Total tax................................................ $(136,963) $ (20,988) $ 515,047 --------- --------- ---------
65 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) As of December 31, 2011, the Company had $19,102 of foreign tax credits carry forwards expiring through the year 2021, $1,433,106 of net operating loss carry forwards expiring through the year 2031, and $228,350 of capital loss carry forwards expiring through the year 2016 that are available to offset against future taxable income. The Company had no unused tax credits available to offset against future taxable income as of December 31, 2011 and 2010. The Company has an enforceable right to recoup federal income taxes in the event of future net losses which it may incur or to recoup its net losses carried forward as an offset to future net income subject to federal income taxes. Currently, there is no federal income tax incurred available for recoupment in the event of future net operating losses for tax purposes. As of December 31, 2011, the Company had no deposits under IRC Section 6603. In 2009, tax liabilities relating to uncertain tax positions and tax return errors and omissions relating to the Company were held by Chartis, Inc., the Subgroup Parent. Pursuant to the amended tax sharing agreement that was effective January 1, 2010, Chartis, Inc. continues to assume the liabilities for uncertain tax positions of the Company; however any change in liability relating to tax return errors and omissions are now reflected as liabilities of the Company at December 31, 2011. As of December 31, 2011, the Company recorded gross liabilities related to tax return errors and omissions in the amount of $59,032. Listed below are the tax years that remain subject to examination by major tax jurisdictions at December 31, 2011:
Major Tax Jurisdictions Open Tax Years ----------------------- -------------- United States....... 2000 - 2010
NOTE 9 - PENSION PLANS AND DEFERRED COMPENSATION ARRANGEMENTS A. PENSION PLAN Employees of AIG, its subsidiaries and certain affiliated companies, including employees in foreign countries, are generally covered under various funded and insured pension plans. Eligibility for participation in the various plans is based on either completion of a specified period of continuous service or date of hire, subject to age limitation. The AIG Retirement Plan (the AIG U.S. Plan) is a qualified, non-contributory defined benefit retirement plan which is subject to the provisions of the Employee Retirement Income Security Act (ERISA) of 1974. All employees of AIG and most of its subsidiaries and affiliates who are regularly employed in the United States, including certain U.S. citizens employed abroad on a U.S. dollar payroll, and who have attained age 21 and completed twelve months of continuous service are eligible to participate in this plan. An employee with 5 or more years of service is entitled to pension benefits beginning at normal retirement at age 65. Benefits are based upon a percentage of average final compensation multiplied by years of credited service limited to 44 years of credited service. The average final compensation is subject to certain limitations. The employees may elect certain options with respect to their receipt of their pension benefits including a joint and survivor annuity. An employee with 10 or more years of service may retire early from age 55 to 64. An early retirement factor is applied resulting in a reduced benefit. If an employee 66 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) terminates with less than five years of service, such employee forfeits his or her right to receive any accumulated pension benefits. The Company is jointly and severally responsible with AIG and other participating companies for funding obligations for the AIG U.S. Plan, ERISA qualified defined contribution plans and ERISA plans issued by other AIG subsidiaries (the ERISA Plans). If the ERISA Plans do not have adequate funds to pay obligations due participants, the Pension Benefit Guaranty Corporation or Department of Labor could seek payment of such amounts from the members of the AIG ERISA control group, including the Company. Accordingly, the Company is contingently liable for such obligations. The Company believes that the likelihood of payment under any of these plans is remote. Accordingly, the Company has not established any liability for such contingencies. Annual funding requirements are determined based on the "traditional unit credit" cost method. The objective under this method is to fund each participant's benefit under the plan as it accrues. Thus, the total pension to which each participant is expected to become entitled at retirement is broken down into units, each associated with a year of past or future credited service. Effective April 1, 2012, the AIG U.S. Plan and AIG Excess plans will be converted from final average pay to cash balance formulas comprised of pay credits based on 6 percent of a plan participant's annual compensation (subject to IRS limitations for the qualified plan) and annual interest credits. However, employees satisfying certain age and service requirements remain covered under the final average pay formula in the respective plans. The following table sets forth the funded status of the AIG U.S. Plan, valued in accordance with SSAP No. 89, ACCOUNTING FOR PENSIONS (SSAP 89).
AS OF DECEMBER 31, 2011 2010 ------------------ ---------- ---------- Fair value of plan assets............... $3,432,515 $3,424,553 Less projected benefit obligation........... 4,219,931 3,574,840 ---------- ---------- Funded status.......... $ (787,416) $ (150,287) ========== ==========
The weighted average assumptions that were used to determine the pension benefit obligations as of December 31, 2011, 2010 and 2009 are set forth in the table below:
AS OF DECEMBER 31, 2011 2010 2009 ------------------ ----------- ----------- ----------- Discount rate................. 4.62% 5.50% 6.00% Rate of compensation increase (average)................... 4.00% 4.00% 4.00% Measurement date.............. December 31, December 31, December 31, 2011 2010 2009 Medical cost trend rate....... N/A N/A N/A =========== =========== ===========
67 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) In 2011 and 2010, AIG allocated defined benefit expenses to the Company and its affiliates. The Company's allocated share of net expense for the AIG U.S. Plan was approximately $8,362 and $12,909 for 2011 and 2010, respectively. AIG also sponsors several unfunded nonqualified defined benefit plans for certain employees, including key executives, designed to supplement pension benefits provided by AIG's other retirement plans. These include the AIG Excess Retirement Income Plan, which provides a benefit equal to the reduction in benefits payable to certain employees under the AIG U.S. Plan as a result of federal tax limitations on compensation and benefits payable, and the Supplemental Executive Retirement Plan (SERP), which provides additional retirement benefits to designated executives. The results in this footnote do not include the nonqualified plans. B. POSTRETIREMENT BENEFIT PLANS AIG's U.S. postretirement medical and life insurance benefits are based upon the employee electing immediate retirement and having a minimum of 10 years of service. Retirees and their dependents that were 65 years old by May 1, 1989 participate in the medical plan at no cost. Employees who retired after May 1, 1989 or prior to January 1, 1993 pay the active employee premium if under age 65 and 50 percent of the active employee premium if over age 65. Retiree contributions are subject to adjustment annually. Other cost sharing features of the medical plan include deductibles, coinsurance and Medicare coordination. The maximum life insurance benefit prior to age 70 is $33, with a maximum $25 thereafter. Effective January 1, 1993 both plans' provisions were amended: employees who retire after January 1, 1993 are required to pay the actual cost of the medical insurance benefit premium reduced by a credit which is based upon years of service at retirement. The life insurance benefit varies by age at retirement from $5 for retirement at age 55 through 59 and $10 for retirement at ages 60 through 64 and $15 from retirement at ages 65 and over. AIG's U.S. postretirement medical and life insurance benefits obligations, valued in accordance with SSAP No. 14, POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (SSAP 14), as of December 31, 2011 and 2010 were $201,960 and $202,418, respectively. These obligations are not currently funded. The Company's allocated share of other postretirement benefit plan expenses were $622 and $584 for the years ended December 31, 2011 and 2010, respectively. Effective April 1, 2012, the Company subsidy for the retiree medical plan will only be provided to employees whose combination of age and credited service is equal to or greater than 65 points, who are at least age 55, and have at least 5 years of credited service as of March 31, 2012. The retiree plan will only provide access to coverage for all other retirees, but the Company subsidy will no longer be available to them. As sponsor of the AIG U.S. Plan and other benefit plans, AIG is ultimately responsible for the maintenance of these plans in compliance with law. The Company is not directly liable for obligations under the plan; its direct obligations result from AIG's allocation of its share of expenses from the plans. Such allocation is based on the Company's payroll. C. STOCK OPTION AND DEFERRED COMPENSATION PLANS Some of the Company's officers and key employees receive share-based compensation pursuant to awards granted under the AIG 2010 Stock Incentive Plan including share-based cash settled awards such as the Stock Salary and 68 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) TARP RSU Awards and several other legacy AIG-sponsored employee compensation plans, which are linked to AIG Common Stock. Share-based cash settled awards are recorded as liabilities until the final payout is made or the award is replaced with a stock-settled award. Unlike stock-settled awards, which have a fixed grant-date fair value (unless the award is subsequently modified), the fair value of unsettled or unvested liability awards are remeasured at the end of each reporting period based on the change in fair value of one share of AIG common stock. Legacy plans for which awards were still outstanding at December 31, 2011 include the AIG 1999 Stock Option Plan, as amended, AIG 2002 Stock Incentive Plan, as amended under which AIG has issued time-vested restricted stock units and performance restricted stock units and the AIG 2007 Stock Incentive Plan, as amended. During 2011 and 2010, AIG allocated to the Company compensation expense totaling $4,258 and $15,208 respectively, related to stock options and restricted stock units granted under these plans. In December 2009, AIG established the Long Term Incentive Plan under which management employees were offered the opportunity to receive additional compensation in the form of cash and stock appreciation rights (SARs) if certain performance metrics are met. During 2011 and 2010, AIG allocated to the company $5,263 and $10,409, respectively, for expenses incurred under this plan. In addition to several small defined contribution plans, AIG sponsors a voluntary savings plan for U.S. employees (the AIG Incentive Savings Plan), which provides for salary reduction contributions by employees and matching U.S. contributions by AIG of up to seven percent of annual salary depending on the employees' years of service and subject to certain compensation limits. The Company's allocated pre-tax expense associated with this plan was $5,232 and $7,686 in 2011 and 2010, respectively. Effective January 1, 2012, the AIG Incentive Savings Plan was amended to change the company matching contribution to 100 percent of the first six percent of participant contributions and to allow all employees to contribute up to the annual IRS contribution maximum of $17. D. POST-EMPLOYMENT BENEFITS AND COMPENSATED ABSENCES AIG provides certain benefits to inactive employees who are not retirees. Certain of these benefits are insured and expensed currently; other expenses are provided for currently. Such expenses include long-term disability benefits, medical and life insurance continuation and Consolidated Omnibus Budget Reconciliation Act (COBRA) medical subsidies. The costs of these plans are borne by AIG and its participating subsidiaries. E. IMPACT OF MEDICARE MODERNIZATION ACT ON POST RETIREMENT BENEFITS On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was signed into law. The postretirement medical plan benefits provided by the plan are actuarially equivalent to Medicare Part D under the 2003 Medicare Act and eligible for the federal subsidy. Effective January 1, 2007, this subsidy is passed on to the participants through reduced contributions. The expected amount of subsidy that AIG will receive for 2011 is $3,100 69 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) NOTE 10 - CAPITAL AND SURPLUS AND DIVIDEND RESTRICTIONS A. CAPITAL AND SURPLUS The portion of unassigned surplus as of December 31, 2011 and 2010 represented by each item below is as follows:
2011 2010 ----------- ---------- Unrealized gains and losses.................. $ 5,798,294 $5,557,752 Non-admitted asset values. (1,079,724) (838,329) Provision for reinsurance. (77,539) (101,251)
In calculating the provision for reinsurance as of December 31, 2011, management utilized collateral including letters of credit provided by its Ultimate Parent of $402,308. In calculating the provision for reinsurance as of December 31, 2010, management utilized collateral including letters of credit and assets in trust provided by its Ultimate Parent of $332,238 and $28,238, respectively. The use of these assets was approved by the PA DOI. The changes in unrealized gains and non-admitted assets reported in the STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS were derived as follows:
Change in net unrealized gains 2011 2010 2009 ------------------------------ ---------- ---------- ---------- Unrealized gains, current year..... $5,798,294 $5,557,752 $5,274,143 Unrealized gains, previous year.... 5,557,752 5,274,143 5,805,880 ---------- ---------- ---------- Change in unrealized gains......... 240,542 283,609 (531,737) Change in tax on unrealized gains.. 3,265 (63,042) 20,011 Adjustments to beginning surplus (SSAP 3)......................... 135,388 222,380 84,902 Derivatives--change in foreign exchange......................... 13,772 (11,263) -- Amortization of goodwill........... (2,927) (2,926) (7,741) ---------- ---------- ---------- Change in unrealized, net of taxes. $ 390,040 $ 428,758 $ (434,565) ========== ========== ==========
70 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED)
Change in non-admitted asset values 2011 2010 ----------------------------------- ----------- ----------- Non-admitted asset values, current year.............................. $(1,079,724) $ (838,329) Non-admitted asset values, previous year.............................. (838,329) (1,326,751) ----------- ----------- Change in non-admitted assets....... (241,395) 488,422 Change in accounting principles SSAP 10R.......................... (1,366) (356,629) Adjustments to beginning surplus (SSAP 3).......................... 19,783 (39,897) Other surplus adjustments........... -- (12,398) ----------- ----------- Change in non-admitted assets....... $ (222,978) $ 79,498 =========== ===========
During 2010, the Company recognized a $50,628 increase in surplus due to the mergers with Audubon Insurance, Audubon Indemnity and NULA. The surplus components impacted were as follows: Change in SSAP 10R.............. $ 199 Gross paid in and contributed surplus....................... 7,130 Unassigned funds (other surplus adjustments).................. 43,299 ------- $50,628 =======
The Company transferred its ownership of United Guaranty Corporation (UGC) to AIG, after a contribution of cash by AIG in an amount equal to the statutory book value of the shares of UGC as at December 31, 2010. There was no impact to surplus as the balance distributed was equal to the contribution. The distribution was considered extraordinary. Refer to Note 13 for further details. B. RISK-BASED CAPITAL REQUIREMENTS The NAIC has adopted a Risk-Based Capital (RBC) formula to be applied to all property and casualty insurance companies. RBC is a method of establishing the minimum amount of capital appropriate for an insurance company to support its overall business operations in consideration of its size and risk profile. A company's RBC is calculated by applying different factors to various asset classes, net premiums written and loss and LAE reserves. A company's result from the RBC formula is then compared to certain established minimum capital benchmarks. To the extent a company's RBC result does not either reach or exceed these established benchmarks, certain regulatory actions may be taken in order for the insurer to meet the statutorily-imposed minimum capital and surplus requirements. In connection therewith, the Company has satisfied the capital and surplus requirements of RBC for the 2011 reporting period. C. DIVIDEND RESTRICTIONS Under Pennsylvania law, the Company may pay cash dividends only from earned surplus determined on a statutory basis. Further, the Company is restricted (on the basis of the greater of 10 percent of the Company's statutory earned surplus, inclusive of unrealized gains and losses, as of December 31, 2011, or 100 percent of the 71 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Company's net income, for the preceding twelve month period ended December 31, 2011) as to the amount of dividends it may declare or pay in any twelve-month period without the prior approval of the PA DOI. As of December 31, 2011, the maximum dividend payment, which may be made, by the Company, without prior approval during 2012, is approximately $1,201,290. Within the limitations noted above, no dividends may be paid out of segregated surplus. There are no restrictions placed on the portion of Company profits that may be paid as ordinary dividends to stockholders. There were no restrictions placed on the Company's surplus including for whom the surplus is being held. There is no stock held by the Company for any special purpose. However, the Company has agreed to provide advance notice to PA DOI of, (i) any proposed transactions between the Company and AIG or an AIG affiliate not in the ordinary course of business, and (ii) any proposed dividends or distributions. During 2011, the Company paid $861,346 in dividends to Chartis U.S., Inc. of which $500,000 were considered extraordinary dividends. During 2010, the Company paid $889,961 in ordinary dividends to Chartis U.S., Inc. During 2009, the Company paid $537,000 in dividends to Chartis U.S., Inc. Refer to Note 5E for additional information. The Company transferred its ownership of UGC to AIG, after a contribution of cash by AIG in an amount equal to the statutory book value of the shares of UGC as at December 31, 2010. The distribution of UGC was considered extraordinary. Refer to Note 13 for further details. NOTE 11 - CONTINGENCIES A. LEGAL PROCEEDINGS The Company is involved in various legal proceedings incident to the operation of its business. Such proceedings include claims litigation in the normal course of business involving disputed interpretations of policy coverage. Other proceedings in the normal course of business include allegations of underwriting errors or omissions, bad faith in the handling of insurance claims, employment claims, regulatory activity, and disputes relating to the Company's business ventures and investments. Other legal proceedings include the following: The National Association of Insurance Commissioners Market Analysis Working Group, led by the states of Ohio and Iowa, is conducting a multi-state examination of certain accident and health products, including travel products, issued by National Union Fire Insurance Company of Pittsburgh, Pa. ("National Union"). The examination formally commenced in September 2010 after National Union, based on the identification of certain regulatory issues related to the conduct of its accident and health insurance business, including rate and form issues, producer licensing and appointment, and vendor management, requested that state regulators collectively conduct an examination of the regulatory issues in its accident and health business. In addition to Ohio and Iowa, the lead states in the multi-state examination are Minnesota, New Jersey and Pennsylvania, and currently a total of 38 states have agreed to participate in the multi-state examination. As part of the multi-state examination, an Interim Consent Order was entered into with Ohio on (A) January 7, 2011, in which National Union agreed, on a nationwide basis, to cease marketing directly to individual bank customers accident/sickness policy forms that had been approved to be sold only as policies providing blanket coverage, and to certain related remediation and audit 72 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) procedures and (B) on February 14, 2012, in which National Union agreed, on a nationwide basis, to limit outbound telemarketing to certain forms and rates. A Consent Order was entered into with Minnesota on February 10, 2012, in which National Union and Travel Guard Group Inc. agreed to (i) cease automatically enrolling Minnesota residents in certain insurance relating to air travel, (ii) pay a civil penalty to Minnesota of $250 and (iii) refund premium to Minnesota residents who were automatically enrolled in certain insurance relating to air travel. In early 2012, Chartis U.S., Inc., on behalf of itself, National Union, and certain of Chartis U.S., Inc.'s insurance companies (collectively, "Chartis U.S.") and the lead regulators agreed in principle upon certain terms to resolve the multi-state examination. The terms include Chartis U.S.'s (i) payment of a civil penalty of up to $51,000, (ii) agreement to enter into a corrective action plan describing agreed-upon specific steps and standards for evaluating Chartis U.S.'s ongoing compliance with laws and regulations governing the regulatory issues identified in the examination, and (iii) agreement to pay a contingent fine in the event that Chartis U.S. fails to substantially comply with the steps and standards agreed to in the corrective action plan. AIG has established a reserve equal to the amount of the civil penalty under the proposed agreement. As the terms outlined above are subject to agreement by the lead and participating states and appropriate agreements or orders, the Company (i) can give no assurance that these terms will not change prior to a final resolution of the multi-state examination that is binding on all parties and (ii) cannot predict what other regulatory action, if any, will result from resolving the multi-state examination. There can be no assurance that any regulatory action resulting from the issues identified will not have a material adverse effect on Chartis's consolidated results of operations for an individual reporting period, the ongoing operations of the business being examined, or on similar business written by other AIG carriers. National Union and other Chartis companies are also currently subject to civil litigation relating to the conduct of their accident and health business, and may be subject to additional litigation relating to the conduct of such business from time to time in the ordinary course. AIG, National Union Fire Insurance Company of Pittsburgh, Pa. (National Union), and Chartis Specialty Insurance Company (f/k/a American International Specialty Lines Insurance Company) have been named defendants (the AIG Defendants) in two putative class actions in state court in Alabama that arise out of the 1999 settlement of class and derivative litigation involving Caremark Rx, Inc. (Caremark). The plaintiffs in the second-filed action have intervened in the first-filed action, and the second-filed action has been dismissed. An excess policy issued by a subsidiary of AIG with respect to the 1999 litigation was expressly stated to be without limit of liability. In the current action, plaintiffs allege that the judge approving the 1999 settlement was misled as to the extent of available insurance coverage and would not have approved the settlement had he known of the existence and/or unlimited nature of the excess policy. They further allege that the AIG Defendants and Caremark are liable for fraud and suppression for misrepresenting and/or concealing the nature and extent of coverage. In their complaint, plaintiffs request compensatory damages for the 1999 class in the amount of $3,200,000, plus punitive damages. The AIG Defendants deny the allegations of fraud and suppression and have asserted, inter alia, that information concerning the excess policy was publicly disclosed months prior to the approval of the settlement. The AIG Defendants further assert that the current claims are barred by the statute of limitations and that plaintiffs' assertions that the statute was tolled cannot stand against the public disclosure of the excess coverage. Plaintiffs, in turn, have asserted that the disclosure was insufficient to inform them of the nature of the coverage and did not start the running of the statute of limitations. The intervening plaintiffs had requested a stay of all trial court proceedings pending their appeal of an order dismissing certain lawyers and law firms who represented parties in the underlying class and derivative actions. After the Alabama Supreme Court affirmed the trial court's dismissal in September 2008, the intervening plaintiffs filed an Amended Complaint in Intervention on December 1, 2008, which named Caremark, AIG and certain subsidiaries, including National Union and Chartis Specialty Insurance Company, as defendants, and purported to 73 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) bring claims against all defendants for deceit and conspiracy to deceive, and to bring a claim against AIG and its subsidiaries for aiding and abetting Caremark's alleged deception. After the defendants moved to dismiss the Amended Complaint in Intervention and, in the alternative, for a more definite statement, and the plaintiffs reached an agreement to withdraw additional motions seeking to disqualify certain plaintiffs' counsel, on March 2, 2009, the court granted the intervening plaintiffs' motion to withdraw the Amended Complaint in Intervention. On April 14, 2009, the court established a schedule for class action discovery. The parties are presently engaged in class discovery, and plaintiffs' motion for class certification is scheduled for a hearing starting on May 30, 2012. As of April 18, 2012, the parties have not commenced general discovery, and the court has not determined if a class action is appropriate or the size or scope of any class. The Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation. On September 2, 2005, certain AIG companies including American Home Assurance Company, AIU Insurance Company and New Hampshire Insurance Company (collectively, the AIG Parties) sued (i) The Robert Plan Corporation (RPC), an agency that formerly serviced assigned risk automobile insurance business for the AIG Parties; (ii) certain affiliates of RPC; and (iii) two of RPC's senior executives. This suit was brought in New York Supreme Court and alleges the misappropriation of funds and other violations of contractual arrangements. On September 26, 2005, RPC countersued the AIG Parties and AIG itself for, among other things, $370,000 in disgorged profits and $500,000 of punitive damages under a claim of fraud. On March 10, 2006, RPC moved to dismiss its fraud claim without prejudice for the purposes of bringing that claim in New Jersey. On that date, RPC also amended its counterclaim, setting forth a number of causes of action for breach of contract. The parties filed cross motions to dismiss various counts of the complaint and counterclaims. These motions were granted in part and denied in part by the court. RPC appealed certain aspects of the court's ruling. That appeal remains pending. On August 25, 2008, RPC, one of its affiliates, and one of the defendant RPC executives filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code). On October 7, 2008, the Court entered an Order staying this action in light of those bankruptcy proceedings. On January 15, 2009, RPC filed a notice of removal to the United States District Court for the Southern District of New York. The action was subsequently transferred to the Eastern District of New York and then referred to the United States Bankruptcy Court for that District. The AIG Parties moved to remand the case, and the Court granted that motion on April 12, 2010. In July 2007, RPC (along with Eagle Insurance Company (Eagle) and Newark Insurance Corporation (Newark), two of RPC's subsidiary insurance companies) filed a separate complaint in New Jersey alleging claims for fraud and negligent misrepresentation against AIG and the AIG Parties in connection with certain 2002 contracts. That complaint seeks damages of at least $100,000, unspecified punitive damages, declaratory relief, and imposition of a constructive trust. Because Eagle and Newark are in liquidation with the Commissioner of the New Jersey Department of Banking and Insurance as liquidator, the AIG Parties believe that only the Commissioner -- and not RPC -- has the authority to direct Eagle and Newark to bring the claims asserted in this action. On December 7, 2007, this action was stayed pending judicial determination of this issue in the Eagle/Newark rehabilitation/liquidation proceeding. In October 2008, the Court dismissed the action without prejudice for failure to prosecute. 74 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Nevertheless, on January 14, 2009, RPC filed a notice of removal of the New Jersey action to the United States District Court for the District of New Jersey and, on February 2, 2009, moved to transfer the New Jersey action to the Eastern District of New York, where RPC's bankruptcy proceeding is pending. The AIG Parties filed a motion to dismiss the case for lack of subject matter jurisdiction because the purportedly removed action had been dismissed three months before RPC filed its purported notice of removal, and consideration of RPC's transfer motion was stayed until the Court ruled on the AIG Parties' motion to dismiss. On August 10, 2009, the Court granted the AIG Parties' motion to dismiss and denied RPC's transfer motion as moot. To the AIG Parties' knowledge, since that time, RPC has not sought to have the New Jersey state court action reinstated. The settlement discussed below contains a release from RPC to the AIG Parties that covers the claims RPC asserted against the AIG Parties in the New Jersey Action. On December 28, 2010, the Bankruptcy Court granted motions to approve settlements entered into in September 2010 between the AIG parties and the RPC Defendants (other than two of RPC's affiliates whose corporate privileges have been suspended by their respective states of incorporation and are therefore unable to enter into contracts) resolving all claims and counterclaims between the AIG parties and the RPC Defendants, and on March 16, 2011 the Court entered an Order dismissing the case with prejudice. The settlements will not have a material adverse effect on the AIG parties' financial position. On March 23, 2011, certain AIG entities were served with a Summons with Notice of a suit filed in New York Supreme Court (Nassau County) by William Wallach, The William Wallach Irrevocable Trust, Lawrence Wallach, and Richard Wallach. Prior to his death in 2010, William Wallach was the majority shareholder in RPC. The Summons with Notice indicates that the suit purports to seek damages of $375,000 for breach of contract, misrepresentation, breach of fiduciary duty, fraud, deceit, tortious interference with contractual relations and prima facie tort. Following motion practice in the District Court, the matter was referred to the Bankruptcy Court as related to the settlement that was approved on March 16, 2011. The AIG Defendants requested leave to move for sanctions because they assert the complaint is frivolous, and the plaintiffs indicated their intent to file an amended complaint. On October 5, 2011, the Bankruptcy Court set a 60-day deadline for plaintiffs to amend, if so advised, and to determine whether they wish to proceed notwithstanding AIG Defendants' assertion that the claim is frivolous. The plaintiffs neither withdrew nor amended their complaint within the 60-day deadline set by the Bankruptcy Court. On December 7, 2011, the Bankruptcy Court indicated that the AIG Defendants should file their motions to dismiss and for sanctions against the plaintiffs' existing complaint, returnable January 18, 2012. The AIG Defendants filed their motions to dismiss and for sanctions on December 19, 2011. On February 1, 2012, the bankruptcy court dismissed the complaint without prejudice and set a March 5, 2012 hearing date for the AIG Defendants' sanctions motion. At that hearing, the Court granted the AIG Defendants' sanctions motion. Effective February 9, 2006, AIG reached a resolution of claims and matters under investigation with the United States Department of Justice (the DOJ), the United States Securities and Exchange Commission (the SEC), the Office of the Attorney General of the State of New York (the NYAG) and the New York Insurance Department (the NYDOI). The settlements resolve outstanding litigation and allegations by such agencies against AIG in connection with the accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. As a result of these settlements, AIG recorded an after-tax-charge of $1,150,000 in the fourth quarter of 2005, and made payments or placed in escrow approximately $1,640,000 including (i) $375,000 into a fund under the supervision of the NYAG and NYDOI to be available principally to pay certain AIG insurance company 75 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) subsidiary policyholders who purchased excess casualty policies through Marsh & McLennan Companies, Inc. and Marsh Inc. (the Excess Casualty Fund) and (ii) $343,000 into a fund under the supervision of the NYAG and the NYDOI to be used to compensate various states in connection with the underpayment of certain workers compensation premium taxes and other assessments. As of February 29, 2008, eligible policyholders entitled to receive approximately $358,700 (or 95 percent) of the Excess Casualty Fund had opted to receive settlement payments in exchange for releasing AIG and its subsidiaries from liability relating to certain insurance brokerage practices. In accordance with the settlement agreements, all amounts remaining in the Excess Casualty Fund were used by AIG to settle claims from other policyholders relating to such practices. Various state regulatory agencies have reviewed certain other transactions and practices of AIG and its subsidiaries, including the Company, in connection with certain industry-wide and other inquiries including, but not limited to, insurance brokerage practices relating to contingent commissions and the liability of certain AIG subsidiaries, including the Company, for taxes, assessments and surcharges relating to the underreporting or misreporting of workers compensation premium. On January 29, 2008 AIG reached settlements in connection with these state reviews, subject to court approval, with the Attorneys General of the States of Florida, Hawaii, Maryland, Michigan, Oregon, Texas and West Virginia, the Commonwealths of Massachusetts and Pennsylvania, and the District of Columbia; the Florida Department of Financial Services; and the Florida Office of Insurance Regulation. The settlement agreements call for AIG to pay a total of $12,500 to be allocated among the ten jurisdictions and also require AIG to continue to maintain certain producer compensation disclosure and ongoing compliance initiatives. On March 13, 2008, AIG also reached a settlement with the Pennsylvania Insurance Department, which calls for AIG to provide annual reinsurance reports and maintain certain producer compensation disclosure and ongoing compliance initiatives, and to pay a total of $13,500, $4,400 of which was previously paid to Pennsylvania in connection with prior settlement agreements. On May 24, 2007, the National Workers Compensation Reinsurance Pool (NWCRP), on behalf of its participant members, filed a lawsuit against AIG and certain of its subsidiaries, including the Company (collectively, the AIG parties), with respect to the underpayment of residual market assessments for workers compensation insurance. The complaint alleges claims for violations of the Racketeer Influenced and Corrupt Organizations Act (RICO), breach of contract, fraud and related state law claims arising out of AIG's alleged underpayment of these assessments between 1970 and the present and seeks damages purportedly in excess of $1,000,000. On August 6, 2007, the court denied the AIG parties' motion seeking to dismiss or stay the complaints or in the alternative, to transfer to the Southern District of New York. On December 26, 2007, the court denied the AIG parties' motion to dismiss the complaint. On March 17, 2008, the AIG parties filed an amended answer, counterclaims and third-party claims against the National Council on Compensation Insurance (in its capacity as attorney-in-fact for the NWCRP), the NWCRP, its board members, and certain of the other insurance companies that are members of the NWCRP alleging violations of RICO, as well as claims for conspiracy, fraud, and breach of fiduciary duty. The counterclaim-and third-party defendants filed motions to dismiss on June 9, 2008. On January 26, 2009, the AIG parties filed a motion to dismiss all claims in the complaint for lack of subject-matter jurisdiction. On February 23, 2009, the Court issued an order denying the motion to dismiss the AIG parties' counterclaims; granting the portion of the third-party defendants' motion to dismiss as to the AIG parties' third-party claims for RICO violations and conspiracy; and denying the portion of the third-party defendants' motion to dismiss as to the AIG parties' third-party claims for fraud, breach of fiduciary duty and unjust enrichment. On April 13, 2009, one of the third-party defendants filed third-party counterclaims against AIG, certain of its subsidiaries and certain former executives. On August 20, 2009, the court granted the AIG parties' motion to dismiss the NWCRP's claims for lack of subject matter jurisdiction. On September 25, 2009, the AIG 76 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) parties, now in the position of plaintiff, filed an amended complaint that repleads their RICO and conspiracy claims - previously counterclaims that were dismissed without prejudice - against several competitors, as well as repleads the AIG parties' already sustained claims for fraud, breach of fiduciary duty and unjust enrichment against those parties, the NWCRP and the NCCI. On October 8, 2009, one competitor filed amended counterclaims against the AIG parties. The amended counterclaim is substantially similar to the complaint initially filed by the NWCRP, but also seeks damages related to non-NWCRP states and guaranty funds, in addition to asserting claims for other violations of state law. On October 30, 2009, all of the parties now in the position of defendant - the AIG parties' competitors, the NWCRP and NCCI - filed motions to dismiss many of the AIG parties' amended claims, and the AIG parties filed a motion to dismiss many of their competitor's counterclaims. On July 1, 2010 the Court denied the pending motions to dismiss as to all claims, except that it dismissed the AIG parties' claim for unjust enrichment. On July 30, 2010, the NWCRP filed a motion for reconsideration of the Court's decision denying its motion to dismiss the accounting claim asserted against it by the AIG parties, and that motion was denied on August 16, 2010. On April 1, 2009, a purported class action was filed in Illinois federal court against AIG and certain of its subsidiaries on behalf of a putative class of NWCRP participant members with respect to the underpayment of residual market assessments for workers compensation insurance. The complaint was styled as an "alternative complaint," should the court grant the AIG parties' motion to dismiss all claims against the defendants in the NWCRP lawsuit for lack of subject matter jurisdiction. The allegations in the class action complaint are substantially similar to those filed by the NWCRP, but the complaint adds certain former AIG executives as defendants and a RICO claim against those individuals. On August 28, 2009, the class action plaintiffs filed an amended complaint, removing the AIG executives as defendants. On October 30, 2009, the AIG parties filed a motion to dismiss many of the claims asserted in the class action complaint. On July 1, 2010, the Court denied the pending motion to dismiss as to all claims, except that it dismissed the plaintiffs' claim for promissory estoppel against the AIG subsidiary defendants (the promissory estoppel claim against AIG survives). Class discovery has been completed, and on July 16, 2010, the plaintiffs filed a motion for class certification. The AIG parties filed their opposition to this motion on October 8, 2010. On January 5, 2011, the AIG parties executed a term sheet with a group of intervening plaintiffs, made up of seven participating members of the NWCRP that filed a motion to intervene in the class action for the purpose of settling the claims at issue on behalf of a settlement class. The proposed class-action settlement would require AIG to pay $450,000 to satisfy all liabilities to the class members arising out of the workers compensation premium reporting issues, a portion of which would be funded out of the remaining amount held in a fund established as part of AIG's settlement with the NYAG and NYDOI in 2006 (the "Workers Compensation Fund"), as addressed above, less any amounts previously withdrawn to satisfy AIG's regulatory settlement obligations, as addressed below. On January 13, 2011, their motion to intervene was granted. On January 19, 2011, the intervening class plaintiffs filed their Complaint in Intervention. On January 28, 2011, the AIG parties and the intervening class plaintiffs entered into a settlement agreement embodying the terms set forth in the January 5, 2011 term sheet and filed a joint motion for certification of the settlement class and preliminary approval of the settlement. If Court approval becomes final, the settlement agreement will resolve and dismiss with prejudice all claims that have been made or that could have been made in the consolidated litigations pending in the Northern District of Illinois arising out of workers compensation premium reporting, including the class action, other than claims that are brought by or against any class member that opts out of the settlement. On April 29, 2011, Liberty Mutual Group filed papers in opposition to preliminary approval of the proposed settlement and in opposition to certification of a settlement 77 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) class, in which it alleged that AIG's actual exposure should the class action continue through judgment to be in excess of $3,000,000. The AIG parties dispute this allegation. On August 1, 2011, the Court issued an opinion and order granting the pending motion for settlement class certification and preliminarily approving the proposed class action settlement, subject to certain minor modifications to the settlement agreement that the Court noted the parties already had agreed to make. The opinion and order stated that it would become effective upon entry of a separate Findings and Order Preliminarily Certifying a Settlement Class and Preliminarily Approving Proposed Settlement, which was then entered on August 5, 2011. Liberty Mutual sought leave from the United States Court of Appeals for the Seventh Circuit to appeal the August 5, 2011 class certification decision, which was denied on August 19, 2011. Notice of the settlement was issued to the class members on August 19, 2011 advising that any class member wishing to opt out of or object to the class action-settlement was required to do so by October 3, 2011. RLI Insurance Company and its affiliates, which were to receive less than one thousand dollars under the proposed settlement, sent the only purported opt-out notice. Liberty Mutual, including its subsidiaries Safeco and Ohio Casualty, and the Kemper group of insurance companies, through their affiliate Lumbermens Mutual Casualty, were the only two objectors. The AIG parties and the settling class plaintiffs filed responses to the objectors' submissions on October 28, 2011. The Court conducted a final fairness hearing on November 29, 2011. Immediately prior to the hearing, Lumbermens Mutual Casualty withdrew its objection to the settlement. On December 21, 2011, the Court issued an Order granting final approval of the settlement, but staying that ruling pending a forthcoming opinion. On February 28, 2012, the Court entered a final order and judgment approving the class action settlement. Liberty Mutual, Safeco and Ohio Casualty filed notices of their intent to appeal the Court's final order and judgment. The Court of Appeals for the Seventh Circuit has consolidated the appeals. Liberty Mutual, Safeco and Ohio Casualty are to submit their opening briefs on or before May 29, 2012. The $450,000 settlement amount, which is currently held in escrow pending final resolution of the class action settlement, was funded in part from the approximately $191,500 remaining in the Workers' Compensation Fund, after the transfer of the $146,500 in fines, penalties, and premium taxes discussed in the NAIC Examination of Workers' Compensation Premium Reporting matter below. In the event that the appeal of the class action settlement is successful, the litigation could resume. AIG has an accrued liability equal to the amounts payable under the settlement. A purported class action was filed in South Carolina federal court on January 25, 2008 against AIG and certain of its subsidiaries on behalf of a class of employers that obtained workers compensation insurance from AIG companies and allegedly paid inflated premiums as a result of AIG's alleged underreporting of workers compensation premiums. An amended complaint was filed on March 24, 2008, and the AIG parties filed a motion to dismiss the amended complaint on April 21, 2008. On July 8, 2008, the court granted the AIG parties' motion to dismiss all claims without prejudice and granted plaintiff leave to refile subject to certain conditions. Plaintiffs filed their second amended complaint on July 22, 2008. On March 27, 2009, the court granted the AIG parties' motion to dismiss all claims in the second amended complaint related to pre-2001 policies and all claims against certain AIG subsidiaries, denied the motion to dismiss as to claims against AIG and the remaining subsidiaries, and granted the AIG parties' motion to strike certain allegations from the complaint. On July 19, 2010, the South Carolina Supreme Court held that the filed-rate doctrine did not bar plaintiffs' claims. On December 21, 2011, plaintiffs filed a motion for class certification, which the AIG parties opposed on January 23, 2012. On February 29, 2012, the parties agreed in principle to settle the case for a payment by defendants of $4,000. If that settlement is approved by the court and the settlement becomes final, the case will be concluded. 78 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) In April 2007, the National Association of Insurance Commissioners (the NAIC) formed a Settlement Review Working Group, directed by the State of Indiana, to review the Workers Compensation Residual Market Assessment portion of the settlement between AIG, the NYAG, and the NYDOI. In late 2007, the Settlement Review Working Group, under the direction of Indiana, Minnesota and Rhode Island, recommended that a multi-state targeted market conduct examination focusing on workers compensation insurance be commenced under the direction of the NAIC's Market Analysis Working Group. AIG was informed of the multi-state targeted market conduct examination in January 2008. The lead states in the multi-state examination are Delaware, Florida, Indiana, Massachusetts, Minnesota, New York, Pennsylvania and Rhode Island. All other states (and the District of Columbia) agreed to participate in the multi-state examination. The examination focused on legacy issues related to AIG's writing and reporting of workers compensation insurance between 1985 and 1996. On December 17, 2010, AIG and the lead states reached an agreement to settle all regulatory liabilities arising out of the subjects of the multistate examination. The regulatory settlement agreement includes, among other terms, (i) AIG's payment of $100,000 in regulatory fines and penalties; (ii) AIG's payment of $46,500 in outstanding premium taxes; (iii) AIG's agreement to enter into a compliance plan describing agreed-upon specific steps and standards for evaluating AIG's ongoing compliance with state regulators governing the setting of workers compensation insurance premium rates and the reporting of workers compensation premiums; and (iv) AIG's agreement to pay up to $150,000 in contingent fines in the event that AIG fails to comply substantially with the compliance plan requirements. The $146,500 in fines, penalties and premium taxes can be funded out of the $338,000 held in the Workers Compensation Fund, discussed above, to the extent that such monies have not already been used to fund the class action settlement discussed above. The regulatory settlement originally was contingent upon, among other events: (i) a final, court-approved settlement being reached in all the lawsuits currently pending in Illinois arising out of workers compensation premium reporting issues, discussed above, including the putative class action, except that such settlement need not resolve claims between AIG and the Liberty Mutual Group and (ii) a settlement being reached and consummated between AIG and certain state insurance guaranty funds that may assert claims against AIG for underpayment of guaranty-fund assessments. AIG and the other parties to the regulatory settlement agreement subsequently agreed to waive the settlement contingency of a final settlement in the lawsuits, provided that such waiver will not become effective until AIG consummates a settlement with the state insurance guaranty associations. AIG and certain subsidiaries have established a reserve equal to the amounts payable under the proposed settlement. After the NYAG filed its complaint against insurance broker Marsh, policyholders brought multiple federal antitrust and Racketeer Influenced and Corrupt Organizations Act (RICO) class actions in jurisdictions across the nation against insurers and brokers, including AIG and a number of its subsidiaries, alleging that the insurers and brokers engaged in a broad conspiracy to allocate customers, steer business, and rig bids. These actions, including 24 complaints filed in different federal courts naming AIG or an AIG subsidiary as a defendant, were consolidated by the judicial panel on multi-district litigation and transferred to the United States District Court for the District of New Jersey for coordinated pretrial proceedings. The consolidated actions have proceeded in that court in two parallel actions, In re insurance Brokerage Antitrust Litigation (the Commercial Complaint) and In re Employee Benefit Insurance Brokerage Antitrust Litigation (the Employee Benefits Complaint, and, together with the Commercial Complaint, the multi-district litigation). 79 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The plaintiffs in the Commercial Complaint are a group of corporations, individuals and public entities that contracted with the broker defendants for the provision of insurance brokerage services for a variety of insurance needs. The broker defendants were alleged to have placed insurance coverage on the plaintiffs' behalf with a number of insurance companies named as defendants, including certain AIG subsidiaries, including American Home Assurance Company (American Home), AIU Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., Chartis Specialty Insurance Company (f/k/a American International Specialty Lines Insurance Company), Chartis Property Casualty Company (f/k/a both Birmingham Fire Insurance Company of Pennsylvania and AIG Casualty Company), Commerce and Industry Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Louisiana, New Hampshire Insurance Company, and The Insurance Company of the State of Pennsylvania. The Commercial Complaint also named various brokers and other insurers as defendants (three of which have since settled). The Commercial Complaint alleges that defendants engaged in a widespread conspiracy to allocate customers through "bid-rigging" and "steering" practices. The Commercial Complaint also alleges that the insurer defendants permitted brokers to place business with AIG subsidiaries through wholesale intermediaries affiliated with or owned by those same brokers rather than placing the business with AIG subsidiaries directly. Finally, the Commercial Complaint alleges that the insurer defendants entered into agreements with broker defendants that tied insurance placements to reinsurance placements in order to provide additional compensation to each broker. Plaintiffs assert that the defendants violated the Sherman Antitrust Act, RICO, the antirust laws of 48 states and the District of Columbia, and were liable under common law breach of fiduciary duty and unjust enrichment theories. Plaintiffs seek treble damages plus interest and attorneys' fees as a result of the alleged RICO and the Sherman Antitrust Act violations. The plaintiffs in the Employee Benefits Complaint are a group of individual employees and corporate and municipal employees alleging claims on behalf of two separate nationwide purported classes: an employee class and an employer class that acquired insurance products from the defendants from January 1, 1998 to December 31, 2004. The Employee Benefits Complaint names AIG, and certain of its subsidiaries, including American Home, as well as various other brokers and insurers, as defendants. The activities alleged in the Employee Benefits Complaint, with certain exceptions, tracked the allegations of contingent commissions, bid-rigging and tying made in the Commercial Complaint. The court in connection with the Commercial Complaint granted (without leave to amend) defendants' motions to dismiss the federal antitrust and RICO claims on August 31, 2007 and September 28, 2007, respectively. The court declined to exercise supplemental jurisdiction over the state law claims in the Commercial Complaint and therefore dismissed it in its entirety. On January 14, 2008, the court granted defendants' motion for summary judgment on the ERISA claims in the Employee Benefits Complaint and subsequently dismissed the remaining state law claims without prejudice, thereby dismissing the Employee Benefits Complaint in its entirety. On February 12, 2008 plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit with respect to the dismissal of the Employee Benefits Complaint. Plaintiffs previously appealed the dismissal of the Commercial Complaint to the United States Court of Appeals for the Third Circuit on October 10, 2007. On August 16, 2010, the Third Circuit affirmed the dismissal of the Employee Benefits Complaint in its entirety, affirmed in part and vacated in part the District Court's dismissal of the Commercial Complaint, and remanded the case for further proceedings consistent with the opinion. The Third Circuit also affirmed in part and vacated in part the District Court's dismissal of the Commercial Complaint, and remanded the case for further proceedings consistent with the opinion. With respect to the antitrust claims in the Commercial Complaint, the Third Circuit affirmed the dismissal of all of plaintiffs' claims, except reversed the District Court's dismissal of an alleged "Marsh-centered" conspiracy to protect incumbent insurers that is based on allegations of bid-rigging involving 80 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) excess casualty insurance. The Court remanded this claim to the District Court, instructing it to consider whether plaintiffs must satisfy the heightened pleading standard for fraud, and if so, whether this remaining claim meets that standard. With respect to the RICO claims in the Commercial Complaint, the Third Circuit affirmed the dismissal of all of plaintiffs' claims, except reversed the District Court's dismissal of an alleged "Marsh-centered" enterprise based on allegations of bid-rigging involving excess casualty insurance. The Court remanded this claim to the District Court for consideration as to whether plaintiffs had adequately pled the remaining RICO elements not previously considered by the District Court dismissing the Commercial Complaint. Because the Third Circuit vacated in part the judgment dismissing the federal claims in the Commercial Complaint, the Third Circuit also vacated the District Court's dismissal of the state-law claims in the Commercial Complaint. On October 1, 2010, defendants in the Commercial Complaint filed motions to dismiss the remaining remanded claims in the District Court of New Jersey. On March 18, 2011, AIG, certain subsidiaries and certain other insurer and broker defendants agreed in principle to settle the multi-district litigation with a class consisting of all purchasers of commercial insurance policies from 1998 through 2004 that were issued by any of the defendants named in the Commercial Complaint and brokered through any of the insurance brokers named as defendants in the Commercial Complaint. Once the settlement is finalized approved by the Court and any appeals of Court approval or exhausted, the AIG defendants will pay a total of $6,750 towards a total group settlement payment of $36,750. A portion of the total settlement fund, which includes plaintiffs' attorneys' fees and class notice and administration fees, would be distributed to purchasers of excess casualty policies from any of the settling defendants and brokered through Marsh, with the remainder being used to fund a settlement that would be paid to a charitable or educational organization to be agreed to by the settling parties. On June 20, 2011, the Court "administratively terminated" without prejudice the various Defendants' pending motions to dismiss the proposed class plaintiffs' operative pleading indicating that those motions may be re-filed after adjudication of all issues related to the proposed class settlement and subject to the approval of the Magistrate Judge. On June 27, 2011, the Court preliminarily approved the class settlement. On June 30, 2011, AIG and certain subsidiaries placed their portion of the total settlement payment into escrow. If the settlement does not receive final court approval, those funds will revert to those parties. A final fairness hearing took place on September 14, 2011. On March 30, 2012, the Court granted final approval of the class settlement. The deadline for objectors to initiate appeals, if any, from the order granting final approval of the settlement is April 30, 2012. A number of complaints making allegations similar to those in the multi-district litigation have been filed against AIG, certain AIG subsidiaries and other defendants in state and federal courts around the country. The defendants have thus far been successful in having the federal actions transferred to the District of New Jersey and consolidated into the multi-district litigation. These additional consolidated actions are still pending in the District of New Jersey. The AIG defendants have sought to have state court actions making similar allegations stayed pending resolution of the multi-district litigation. These efforts have generally been successful, although four cases have proceeded (one each in Florida and New Jersey state courts that have settled, and one each in Texas and Kansas state courts that are proceeding). In the Texas case, a hearing was held on November 11, 2009 on defendants' Special Exceptions. In the Kansas case, defendants are appealing the trial court's April 2010 denial of defendants' motion to dismiss to the Kansas Supreme Court. On October 17, 2011, the Court conducted a conference in connection with the tag-along actions that have been consolidated with the Multi-District Litigation, and subsequently ordered that discovery and motion practice may proceed in those cases. The parties subsequently submitted proposed scheduling orders for discovery and any 81 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) additional motion practice to the Court, and a scheduling conference has been scheduled before the magistrate judge for April 30, 2012. AIG is also subject to various legal proceedings which have been disclosed in AIG's periodic filings under the Securities Exchange Act of 1934, as amended, in which the Company is not named as a party, but whose outcome may nonetheless adversely affect the Company's financial position or results of operation. Except as may have been otherwise noted above with respect to specific matters, the Company cannot predict the outcome of the matters described above, reasonably estimate the potential costs related to these matters, or determine whether other AIG subsidiaries, including the Company, would have exposure to proceedings in which they are not named parties by virtue of their participation in an intercompany pooling arrangement. In the opinion of management, except as may have been otherwise noted above with respect to specific matters, the Company's ultimate liability for the matters referred to above is not likely to have a material adverse effect on the Company's financial position, although it is possible that the effect would be material to the Company's results of operations for an individual reporting period. B. LEASES The Company is the lessee for the office space occupied by it and several affiliates under various non-cancelable operating lease agreements that expire through October 21, 2023. The total lease expense was $103,577, $103,403 and $93,579 in 2011, 2010 and 2009, respectively. These lease expenses are allocated to each affiliate based upon the percentage of space occupied and the Company's share of these transactions is allocated to it and other members of the Admitted Pool based upon their stated pool percentage. At January 1, 2012, the minimum aggregate annual rental commitments are as follows: 2012......................... $ 103,455 2013......................... 91,419 2014......................... 87,653 2015......................... 83,502 2016......................... 82,749 Thereafter................... 215,358 --------- TOTAL MINIMUM LEASE PAYMENTS $ 664,136 =========
Certain rental commitments have renewal options extending through the year 2035. Some of these renewals are subject to adjustments in future periods. C. OTHER CONTINGENCIES In the ordinary course of business, the Company enters into structured settlements to settle certain claims. Structured settlements involve the purchase of an annuity to fund future claim obligations. In the event the life insurers providing the annuity, on certain structured settlements, are not able to meet their obligations, the Company would be liable for the payments of benefits. As of December 31, 2011, the Company has not incurred 82 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) a loss and there has been no default by any of the life insurers included in the transactions. Management believes that based on the financial strength of the life insurers involved in these structured settlements the likelihood of a loss is remote. The estimated loss reserves eliminated by such structured settlement annuities and the present value of annuities due from all life insurers (mostly affiliates) which the Company remains contingently liable amounted to $1,628,077 as of December 31, 2011. Also, as of December 31, 2011, the Company had the following amounts of annuities in excess of 1 percent of its policyholders' surplus due from the following life insurers:
LICENSED IN NAME OF LIFE INSURER LOCATION BALANCES PENNSYLVANIA -------------------- -------- -------- ------------ American General Life Insurance Company................. Texas $ 87,021 Yes American General Life Insurance Company of Delaware..... Delaware 329,170 Yes BMO Life Assurance Company.............................. Canada 217,618 No The United States Life Insurance Company in the City of New New York.............................................. York 928,474 Yes -------- -------- ---
As part of the purchase agreement related to the acquisition of a certain affiliated entity from AIG, the Company may be obligated to pay a portion of future distributions of the acquired entity. The Company has recorded a liability for this contingent commitment. As part of its private equity portfolio investment, as of December 31, 2011, the Company may be called upon for an additional capital investment of up to $265,989. The Company expects only a small portion of this portfolio will be called during 2012. The Company has issued guarantees whereby it unconditionally and irrevocably guaranteed all present and future obligations and liabilities arising from the policies of insurance issued by certain insurers who, as of the guarantee issue date, were members of the AIG holding company group. The guarantees were provided in order to secure or maintain the guaranteed companies' rating status issued by certain rating agencies. The Company would be required to perform under the guarantee in the event that guaranteed entities failed to make payments under the policies of insurance issued during the period of the guarantee. For guarantees that have been terminated, the Company remains contingently liable for all policyholder obligations associated with insurance policies issued by the guaranteed entities during the period in which the guarantee was in force. The Company has not been required to perform under any of the guarantees that it had issued. The Company is party to an agreement with AIG whereby AIG has agreed to make any payments due under the guarantees in the Company's place and stead. Additionally, each guaranteed entity has reported total assets in excess of its liabilities and the majority have invested assets in excess of its direct (prior to reinsurance) policyholder liabilities. Furthermore, for any former affiliate that has been sold, the purchaser has provided the Company with a hold harmless agreement relative to the guarantee. Accordingly, management believes that the likelihood of payment under any of the guarantees is remote. 83 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) The following schedule sets forth the effective and termination dates of each guarantee, the amount of direct policyholder obligations guaranteed, the invested assets, estimated loss to the Company and policyholder surplus for each guaranteed entity as of December 31, 2011:
POLICYHOLDER INVESTED ESTIMATED POLICYHOLDERS' DATE DATE OBLIGATIONS @ ASSETS @ LOSS @ SURPLUS GUARANTEED COMPANY ISSUED TERMINATED 12/31/2011 12/31/2011 12/31/2011 @ 12/31/2011 ------------------------------------------------ -------- ---------- ------------- ----------- ---------- -------------- AHICO First American-Hungarian Insurance Company....................................... * 9/15/98 1/30/09 $ 154,182 $ 186,506 -- $ 37,928 American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company)...................................... 7/13/98 12/29/06 8,292,513 8,960,659 -- 450,625 American International Assurance Co (Bermuda) Limited....................................... 8/23/99 1/31/08 18,613,000 33,555,000 -- 3,419,000 American International Life Assurance Company of New York................................... ** 7/13/98 4/30/10 5,499,817 22,548,377 1,842,268 Chartis Excess Limited (formerly AIG Excess Liability Insurance International Limited).... 5/28/98 2,267,382 681,607 -- 402,175 Chartis Insurance Company--Puerto Rico (formerly American International Insurance Company of Puerto Rico)....................... 11/5/97 12/31/09 97,923 161,071 -- 142,618 Chartis Insurance Ireland Limited (formerly AIG Europe (Ireland) Limited)..................... 12/15/97 1/31/12 837,812 402,556 -- 125,215 Chartis Select Insurance Company (formerly AIG Excess Liability Insurance Company, Ltd.)..... *** 7/29/98 4/30/12 399,439 4,950,911 -- 1,975,192 Chartis Ukraine Insurance Company (formerly AIG Ukraine) (rating withdrawn 2/13/03)....... 10/1/00 28,559 -- -- 6,190 CJSC AIG Life Insurance Company (Russia) (formerly AIG Russia Insurance Company ZAO).......................................... * 9/15/98 1/30/09 338,645 481,345 -- 145,641 First American Czech Insurance Company, A.S........................................... * 9/15/98 1/30/09 552,799 620,022 -- 77,158 La Meridional Compania Argentina de Seguros S.A........................................... 1/6/98 208,528 50,365 -- 32,137 Landmark Insurance Company...................... + 3/2/98 4/30/12 96,463 512,494 -- 160,746 21st Century Security Insurance Company (f/k/a New Hampshire Indemnity Company, Inc.)........ 12/15/97 8/31/09 16,605 199,533 -- 178,614 -------- -------- ----------- ----------- --- ---------- Total guarantees............................. $37,403,667 $73,310,446 $-- $8,995,507 ======== ======== =========== =========== === ==========
* These insurers were purchased by Met Life on November 1, 2010. In connection with the sale, MetLife, Inc. provided the Company with a hold harmless agreement with respect to its obligations under these guarantees ** American International Life Assurance Company of New York (AI Life) was merged into The United States Life Insurance Company of the City of New York (US Life) effective December 31, 2010. ***Merged into Lexington Insurance Company effective January 1, 2012. + Merged into National Union effective January 1, 2012. 84 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) NOTE 12 - OTHER SIGNIFICANT MATTERS The Company underwrites a significant concentration of its direct business with brokers. As of December 31, 2011 and 2010, other admitted assets as reported in the accompanying STATEMENTS OF ADMITTED ASSETS were comprised of the following balances:
OTHER ADMITTED ASSETS 2011 2010 --------------------- --------- --------- Allowance provision................... $(109,147) $(259,391) Deposit accounting assets............. 4 724 Deposit accounting assets--funds held. -- 93,433 Guaranty funds receivable and on deposit............................. 10,567 12,876 Loss funds on deposit................. 45,227 72,265 Note receivable--reinsurance commutation......................... -- 39,065 Paid loss clearing.................... 365,347 335,996 Retroactive reinsurance recoverable... 1,467 1,345 Other assets.......................... 77,215 144,151 --------- --------- TOTAL OTHER ADMITTED ASSETS $ 390,680 $ 440,464 ========= =========
Guaranty funds receivable represent payments to various state insolvency funds which are recoupable against future premium tax payments in the respective states. Various states allow insurance companies to recoup assessments over a period of five to ten years. As of December 31, 2011 and 2010, the Company's liability for insolvency assessments, workers' compensation second injury and miscellaneous other assessments amounted to $145,746 and $42,674, respectively, with related assets for premium tax credits of $10,567 and $12,860, respectively. Of the amount accrued, the Company expects to pay approximately $78,105 for insolvency assessments, workers' compensation second injury and miscellaneous assessments during the next year and $57,075 in future periods. In addition, the Company anticipates it will realize $6,662 of premium tax offset credits and the associated liability in years two through five. The remaining $3,905 will be realized between years six through ten. A reconciliation of assets recognized from paid and accrued premium tax offsets as of December 31, 2011 is set forth below: 85 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Assets recognized from paid and accrued premium tax offsets and policy surcharges prior year-end............................................................ $12,860 Decreases current year: Policy surcharges collected..................................................................... 426 Policy surcharges charged off................................................................... -- Premium tax offset applied...................................................................... 2,785 Increases current year: Policy surcharges collected..................................................................... -- Policy surcharges charged off................................................................... -- Premium tax offset applied...................................................................... 918 ------- Assets recognized from paid and accrued premium tax offsets and policy surcharges current year-end. $10,567 =======
The Company routinely assesses the collectability of its receivable balances for potentially uncollectible premiums receivable due from agents and reinsurance recoverable balances. In connection therewith, as of December 31, 2011 and 2010, the Company had established an allowance for doubtful accounts of $109,147 and $259,391, respectively, which was reported as a contra asset within OTHER ADMITTED ASSETS in the accompanying STATEMENTS OF ADMITTED ASSETS. During 2011, 2010 and 2009, the Company recorded $(17,201), $21,847, and $(37,084), respectively, for allowance for doubtful accounts to NET GAIN/(LOSS) FROM AGENTS' BALANCES CHARGED-OFF in the accompanying STATEMENTS OF OPERATIONS. As of December 31, 2011 and 2010, other liabilities as reported in the accompanying STATEMENTS OF LIABILITIES, CAPITAL AND SURPLUS were comprised of the following balances:
OTHER LIABILITIES 2011 2010 ----------------- --------- --------- Accrued retrospective premiums............................................................... $ 67,962 $ 68,242 Amounts withheld or retained by company for account of others................................ 4,715 10,585 Deferred commission earnings................................................................. 4,392 4,599 Deposit accounting liabilities............................................................... 103,048 200,441 Deposit accounting liabilities - funds held.................................................. 5,117 1,045 Remittances and items not allocated.......................................................... 26,252 30,006 Retroactive reinsurance payable.............................................................. 372 1,328 Retroactive reinsurance reserves - assumed................................................... - 4,405 Retroactive reinsurance reserves - ceded..................................................... (949) (2,192) Salvage and subrogation recoverable.......................................................... - 1,876 Servicing carrier liability.................................................................. 7,314 5,908 Escrow funds (NICO).......................................................................... 27,120 - Other legal contingencies.................................................................... 55,536 - Other liabilities, includes suspense accounts, expense account balances and certain accruals. 73,722 133,364 --------- --------- TOTAL OTHER LIABILITIES................................................................... $ 374,601 $ 459,607 ========= =========
86 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) On March 28, 2012, the balances reported as other legal contingencies were transferred to the parent company and recorded a deemed capital contribution in accordance with SSAP No. 72, SURPLUS AND QUASI-REORGANIZATIONS (SSAP 72). NICO funds third party reinsurance recoverable on behalf of Chartis Reinsureds. Chartis reports the balances collected and due to NICO as Escrow funds. NOTE 13 - SUBSEQUENT EVENTS Type I - Recognized Subsequent Events: Subsequent events have been considered through April 25, 2012 for the statutory statement issued on April 27, 2012. None Type II - Nonrecognized Subsequent Events: Subsequent events have been considered through April 25, 2012 for the statutory statement issued on April 27, 2012. Effective January 1, 2012, Landmark Insurance Company (Landmark) entered into an agreement of merger with the Company, whereby 100 percent of Landmark's business will be merged into the Company. The statutory surplus of Landmark is $160,746. In addition, effective January 1, 2012, Lexington Insurance Company (Lexington) entered into an agreement of merger with Chartis Select Insurance Company (Chartis Select), whereby 100 percent of Chartis Select's business was merged into Lexington. In accordance with the terms and conditions of these executed agreements, the mergers will result in the following; (1) Landmark's (2 percent) and Chartis Select's (18 percent) pool participation percentages will be added to Lexington, thereby increasing Lexington's participation percentage to 90 percent, and (2) the Company will retrocede 100 percent of Landmark's business to Lexington. Also, on that date, the Company's ownership of Lexington increased to 77.7 percent and ISOP's and Chartis PC's ownership decreased to 14.9 percent and 4.4 percent, respectively, upon the merger of Chartis Select into Lexington. Effective February 17, 2012, the Company, together with the members of the Admitted Pool, the Chartis U.S. Surplus Lines Pool and AIU Insurance Company (collectively, the Fleet) entered into a Capital Maintenance Agreement (CMA) with AIG and Chartis, Inc. (AIG CMA). The AIG CMA provides that in the event that the Fleet's Total Adjusted Capital (TAC) falls below the specified minimum percentage of 350 percent of the Fleet's Authorized Control Level (ACL) Risk Based Capital (RBC), as estimated by Chartis, Inc. on a semi-annual basis subject to any adjustments or modifications required by the Company's domiciliary regulator or its independent auditors (the SMP), AIG will, within a specified time period prior to the close of the following fiscal quarter, contribute cash, cash equivalents, securities or other acceptable instruments that qualify as admitted assets to the Fleet so that the Fleet's TAC is projected to be equal to or greater than the SMP of the upcoming year-end. Additionally, each of Chartis and each Fleet member agreed, subject to approval by its board of directors and, if necessary, its domestic regulator, as applicable, to pay dividends that will be paid to AIG up to an amount equal to the lesser of; (i) the amount necessary to reduce the Fleets ACL RBC to an amount not materially greater than the SMP, or, (ii) the maximum dividends permitted by any applicable domiciliary regulator. 87 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) Effective February 17, 2012, the Fleet entered into a CMA (Chartis CMA) with Chartis, Inc., Chartis U.S., Inc. and Chartis International, LLC (the Chartis entities). The Chartis CMA provides that in the event that the Fleet's TAC exceeds the SMP (as determined pursuant to the terms of the AIG CMA) while at the same time any Fleet member, as an individual legal entity, has a Total Adjusted Capital below 300 percent of such Company's Authorized Control Level RBC (the Individual Entity Minimum Percentage) (as determined by Chartis pursuant to the methodology set forth in the AIG CMA that is used to determine the SMP), the Chartis Entities and each Fleet member agree to make contributions, pay dividends or cause other transactions to occur that would result in each Fleet member's TAC being above the Individual Entity Minimum Percentage. No Fleet member is required to pay any dividend which would trigger the extraordinary dividend provisions of its domiciliary state or that is otherwise prohibited by such state. The Company received the approval from the PA DOI to pay an extraordinary dividend of $910,000 to its immediate parent. The dividend, made up of municipal securities and cash of $876,104 and $33,896, respectively, was paid on March 27, 2012. In a transaction effective March 2012, and with the approval of the PA DOI, ISOP and Chartis PC distributed their ownership of Lexington and Chartis Specialty Insurance Company (Chartis Specialty) to Chartis by means of an extraordinary dividend and return of paid in capital. Chartis then contributed the shares of Lexington and Chartis Specialty to the Company. As a result of this transaction, Lexington and Chartis Specialty are now wholly owned subsidiaries of the Company. On March 28, 2012, the balances reported as other legal contingencies were transferred to the parent company and recorded a deemed capital contribution in accordance with SSAP 72. 88 NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) -------------------------------------------------------------------------------- NOTE 14--EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR'S REPORT ------------------------------------------------------------------------------- STORM SANDY ----------- Storm Sandy represented a large catastrophic event occurring in October 2012. The Company's preliminary estimate of its pre-tax losses related to Storm Sandy, net of reinsurance, is approximately $286 million. Due to the complexity of factors contributing to the losses, there can be no assurance that the Company's ultimate losses associated with this storm will not differ from this estimate, perhaps materially. Such estimate includes the Company's share of amounts assumed by the Company under an intercompany excess of loss property catastrophe reinsurance agreement pursuant to which the Company reinsures Lexington and Chartis Specialty (the Surplus Pool). Such reinsurance agreement provides the Surplus Pool with 60% quota share coverage for up to $2.75 billion in first event per occurrence property losses in excess of $1 billion. The Company's wholly owned subsidiaries, Lexington and Chartis Specialty, have estimated their preliminary pre-tax losses related to Storm Sandy to be approximately $1.2 billion, net of reinsurance. Losses related to Storm Sandy will be reflected in the Company's annual statutory statement and any subsequent changes will be recorded in the period in which they occur. These preliminary estimates involve the exercise of considerable judgment. As a result of the estimated losses related to Storm Sandy, the Company is currently assessing the need to record a valuation allowance. The impact, if recorded, could be material to the Company's financial condition or its results of operations. Significant judgment is required in determining the provision for income taxes and, in particular, in the assessment of whether and in what magnitude a valuation allowance should be recorded. Refer to Note 8 for a discussion of statutory valuation allowances. The Company expects to receive a capital contribution from its parent of $300 million and will then contribute capital of $200 million to Lexington. LEGAL PROCEEDINGS ----------------- In connection with the previously disclosed multi-state examination of certain accident and health products, including travel products, issued by National Union Fire Insurance Company of Pittsburgh, Pa. (National Union), Chartis Inc., on behalf of itself, National Union, and certain of Chartis Inc.'s insurance and non-insurance companies (collectively, the Chartis parties) entered into a Regulatory Settlement Agreement with regulators from 50 U.S. jurisdictions effective November 29, 2012. Under the agreement, and without admitting any liability for the issues raised in the examination, Chartis agreed to (i) pay a civil penalty of $50 million, (ii) enter into a corrective action plan describing agreed-upon specific steps and standards for evaluating the Chartis parties' ongoing compliance with laws and regulations governing the issues identified in the examination, and (iii) pay a contingent fine in the event that the Chartis parties fail to satisfy certain terms of the corrective action plan. As of September 30, 2012, the Company has an accrued liability equal to the amount of the civil penalty. National Union and other AIG companies are also currently subject to civil litigation relating to the conduct of their accident and health business, and may be subject to additional litigation relating to the conduct of such business from time to time in the ordinary course. There can be no assurance that any regulatory action resulting from the issues identified will not have a material adverse effect on AIG's ongoing operations of the business subject to the agreement, or on similar business written by other AIG carriers. In connection with the previously disclosed putative class action pending in state court in Alabama that arises out of the 1999 settlement of class and derivative litigation involving Caremark Rx, Inc., on August 15, 2012, the court granted NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS DECEMBER 31, 2011, 2010 AND 2009 (000'S OMITTED) -------------------------------------------------------------------------------- plaintiffs' motion for class certification. Defendants filed a notice of appeal of that order to the Alabama Supreme Court on September 25, 2012. The case in the trial court will be stayed until that appeal is resolved. In connection with the previously disclosed settlement of the class action filed against AIG and certain of its subsidiaries on behalf of a putative class of NWCRP participant members with respect to the underpayment of residual market assessments for workers compensation insurance, and the appeal by Liberty Mutual, Safeco and Ohio Casualty challenging the certification of the settlement class and final approval of the class action settlement, oral argument on that appeal took place on November 29, 2012. In connection with the previously disclosed settlement of the purported class action in South Carolina federal court against AIG and certain of its subsidiaries on behalf of a class of employers that obtained workers compensation insurance from AIG companies and allegedly paid inflated premiums as a result of AIG's alleged underreporting of workers compensation premiums, the court granted final approval of the settlement on September 14, 2012. No appeals from that final approval order were filed, so the matter is now concluded. In connection with the previously disclosed multi-state targeted market conduct examination focusing on workers compensation insurance, and the related pre-litigation claims asserted by state insurance guaranty associations, on May 29, 2012, AIG completed its $25 million settlement with the guaranty associations, and the regulatory settlement was deemed effective on that date. The $146.5 million in fines, penalties and premium taxes were then disbursed to the regulatory settlement recipients pursuant to the terms of the associated escrow agreement. In connection with the previously disclosed settlement of the federal antitrust and RICO class actions against insurers and brokers, including AIG and a number of its subsidiaries, alleging that the insurers and brokers engaged in a broad conspiracy to allocate customers, steer business, and rig bids, which were consolidated by the judicial panel on multi-district litigation and transferred to the United States District Court for the District of New Jersey for coordinated pretrial proceedings, on April 27, 2012, three notices of appeal of the order granting final approval of the class action settlement were filed, two of which were subsequently withdrawn. The United States Court of Appeals for the Third Circuit issued an order on December 5, 2012 dismissing the appeal of the final appellant for failure to file a timely brief. In connection with the previously disclosed tag-along actions that have been consolidated with the Multi-District Litigation, a scheduling order was entered by the magistrate judge on April 30, 2012 that sets, among other things, a deadline of January 22, 2013 for the close of fact discovery in those cases. Refer to Note 11 for additional information. PART C: OTHER INFORMATION ITEM 26. EXHIBITS (a) Board of Directors Resolution. ------------------------------ (1) Certificate of Resolution for AIG Life Insurance Company pursuant to the Board of Directors' meeting dated June 5, 1986, authorizing the establishment of separate accounts for the issuance and sale of variable life insurance contracts and variable and fixed annuity contracts. (1) (2) Certificate of Resolution for AIG Life Insurance Company pursuant to the Board of Directors' meeting dated September 12, 1995, amending in its entirety the resolution previously passed by the Board of Directors on June 5, 1986, authorizing the establishment of separate accounts for the issuance and sale of variable life insurance contracts and variable and fixed annuity contracts. (3) (3) AIG Life Insurance Company Unanimous Consent of the Board of Directors in Lieu of a Meeting dated December 7, 2009, changing the name of the Company from AIG Life Insurance Company to American General Life Insurance Company of Delaware, and resolving to amend all corporate documents as necessary and to execute and deliver all certificates, documents and instruments to carry out the resolutions. (11) (4) Section 5, the "Governing Law and Name of Surviving Corp." of the Agreement and Plan of Merger. (Filed herewith) (b) Custodian Agreements. Inapplicable --------------------- (c) Underwriting Contracts. ----------------------- (1) Specimen form of Distribution Agreement between American General Life Insurance Company and American General Equity Services Corporation, dated October 1, 2002. (Filed herewith) (2) Form of Schedule A-1 as of January 2, 2013 to Distribution Agreement between American General Life Insurance Company and American General Equity Services Corporation, dated October 1, 2002. (Filed herewith) (3) Form of Selling Group Agreement--Servicing Only by and among American General Equity Services Corporation, American General Life Insurance Company, Selling Group Member and Associated Agency. (Filed herewith) (d) Contracts. ---------- (1) Form of Group Flexible Premium Variable Life Insurance Policy--Non-Participating, Form No. 11GVULD997. (2) C-1 (2) Form of Group Flexible Premium Variable Life Insurance Certificate, Form No. 16GVULD997. (2) (3) Specimen Form of Merger Endorsement for owners and participants residing in Delaware. (Filed herewith) (e) Applications. ------------- (1) Form of Application for Group Flexible Premium Variable Life Insurance Policy, Form No. 14COLI400. (Filed herewith) (2) Form of Supplemental Application for Life Insurance, Form No. 14GVSUP997. (Filed herewith) (3) Form of Subaccount Transfer Request Form. (Filed herewith) (4) Form of Premium Allocation Form. (Filed herewith) (5) Form of Loan/Surrender Request Form. (Filed herewith) (6) Form of Dollar Cost Averaging Request Form. (Filed herewith) (7) Form of Reallocation and Rebalancing Request Form. (Filed herewith) (8) Form of Automatic Rebalancing Request. (Filed herewith) (f) Depositor's Certificate of Incorporation and By-Laws. ----------------------------------------------------- (1) Amended and Restated Articles of Incorporation of American General Life Insurance Company, effective December 31, 1991. (15) (2) Amendment to the Amended and Restated Articles of Incorporation of American General Life Insurance Company, effective July 13, 1995. (16) (3) By-Laws of American General Life Insurance Company, restated as of June 8, 2005. (17) (g) Reinsurance Contracts. ---------------------- (1) Reinsurance Agreement between AIG Life & Swiss Re Life & Health America Inc. (Filed herewith) (2) Form of Letter to Reinsurers regarding the Merger of American General Life Insurance Company of Delaware. (Filed herewith) C-2 (h) Participation Agreements. ------------------------- (1)(a) Form of Participation Agreement by and among AIM Variable Insurance Funds, Inc., AIG Life Insurance Company and AIG Equity Sales Corp. (12) (1)(b) Form of Amendment No. 2 to Participation Agreement by and among AIM Variable Insurance Funds, AIG Life Insurance Company and AIG Equity Sales Corp., effective April 30, 2010. (12) (1)(c) Administrative Services Agreement between AIG Life Insurance Company and AI M Advisors, Inc. (12) (2)(a) Form of Participation Agreement among Alliance Variable Products Series Fund, Inc., Alliance Fund Distributors, Inc. and AIG Life Insurance Company dated May 1, 1995. (5) (2)(b) Form of Amendment to Participation Agreement among Alliance Variable Products Series Fund, Inc. and AIG Life Insurance Company dated July 30, 1999. (5) (2)(c) Form of Agreement between Alliance Capital Management, L.P. and AIG Life Insurance Company. (Filed herewith) (3)(a) Form of Shareholder Services Agreement by and between American Century Investment Services, Inc. and AIG Life Insurance Company. (6) (3)(b) Form of Amendment No. 1 to Shareholder Services Agreement by and between American Century Investment Services, Inc. and AIG Life Insurance Company, effective January 1, 2001. (6) (4)(a) Form of Amended and Restated Fund Participation Agreement among BlackRock Variable Series Funds, Inc., American General Life Insurance Company and American General Life Insurance Company of Delaware. (Filed herewith) (4)(b) Form of Amended and Restated Administrative Services Agreement between BlackRock Advisors, LLC, American General Life Insurance Company and American General Life Insurance Company of Delaware. (Filed herewith) (5)(a) Amended and Restated Participation Agreement among Variable Insurance Products Funds, Fidelity Distributors Corporation and American General Life Insurance Company of Delaware dated April 27, 2012. (Filed herewith) C-3 (5)(b) Form of Amended and Restated Service Contract among Fidelity Variable Insurance Products Funds, American General Life Insurance Company, American General Life Insurance Company of Delaware and The United States Life Insurance Company in the City of New York effective May 1, 2012. (Filed herewith) (6)(a) Form of Participation Agreement by and between Franklin Templeton Products Trust, Franklin Templeton Distributors, Inc. and AIG Life Insurance Company. (6) (6)(b) Form of Amendment to Participation Agreement by and between Franklin Templeton Products Trust, Franklin Templeton Distributors, Inc. and AIG Life Insurance Company, effective May 1, 2001. (6) (6)(c) Form of Amendment to Participation Agreement by and between Franklin Templeton Products Trust, Franklin Templeton Distributors, Inc. and AIG Life Insurance Company, effective May 3, 2004. (7) (6)(d) Form of Amendment No. 3 to Participation Agreement as of March 31, 2006 by and between Franklin Templeton Products Trust, Franklin Templeton Distributors, Inc. and AIG Life Insurance Company. (8) (6)(e) Form of Amendment No. 5 to Participation Agreement by and between Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc., AIG Life Insurance Company and American General Equity Services Corporation, dated as of March 1, 2009. (10) (6)(f) Form of Amendment No. 6 to Participation Agreement by and between Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) and American General Equity Services Corporation. (Filed herewith) (6)(g) Form of Amended and Restated Administrative Services Agreement by and between Franklin Templeton Services, LLC and AIG Life Insurance Company. (10) (6)(h) Form of Amendment No. 1 to Amended and Restated Administrative Services Agreement between Franklin Templeton Services, LLC and American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company). (Filed herewith) (7)(a) Form of Participation Agreement by and among Goldman Sachs Variable Insurance Trust, Goldman, Sachs & Co., and AIG Life Insurance Company. (10) C-4 (8)(a) Fund Participation Agreement by and among American General Life Insurance Company and JPMorgan Insurance Trust effective as of April 24, 2009. (Filed herewith) (8)(b) Form of Amendment No. 1 to Fund Participation Agreement by and among American General Life Insurance Company and JPMorgan Insurance Trust effective January 1, 2013. (Filed herewith) (9)(a) Form of Participation Agreement among Morgan Stanley Universal Funds, Inc., Morgan Stanley Asset Management Inc., Miller Anderson & Sherrerd, LLP and AIG Life Insurance Company. (4) (9)(b) Form of Amendment to Participation Agreement among The Universal Institutional Funds, Inc. (formerly Morgan Stanley Universal Funds, Inc.), Morgan Stanley Investment Management Inc. (formerly Morgan Stanley Asset Management Inc.), Morgan Stanley Investments LP (formerly Miller Anderson & Sherrerd, LLP) and AIG Life Insurance Company, dated October 1, 2001. (5) (9)(c) Letter Agreement between American General Life Insurance Company of Delaware, Morgan Stanley Investment Management, Inc. (formerly Morgan Stanley Dean Witter Investment Management Inc.) and Morgan Stanley Investments LP (formerly Miller Anderson & Sherrerd, LLP). (Filed herewith) (10)(a) Form of Fund Participation Agreement by and among Neuberger & Berman Advisers Management Trust, Advisers Managers Trust, Neuberger & Berman Management Incorporated and AIG Life Insurance Company. (7) (10)(b) Form of Amendment to Fund Participation Agreement by and among Neuberger & Berman Advisers Management Trust, Advisers Managers Trust, Neuberger & Berman Management Incorporated and AIG Life Insurance Company. (7) (11)(a) Form of Participation Agreement by and among PIMCO Variable Insurance Trust, PIMCO Funds Distributors LLC and AIG Life Insurance Company. (6) (11)(b) Form of Novation of and Amendment to Participation Agreement by and among Allianz Global Investors Distributors LLC, PIMCO Investments LLC, PIMCO Variable Insurance Trust, The United States Life Insurance Company in the City of New York, as successor to American International Life Assurance Company of New York, American General Life Insurance Company and American General Life Insurance Company of Delaware. (20) C-5 (11)(c) Form of PIMCO Variable Insurance Trust Services Agreement between PIMCO Variable Insurance Trust and American General Life Insurance Company of Delaware. (Filed herewith) (11)(d) Form of Services Agreement between Pacific Investment Management Company and American General Life Insurance Company of Delaware. (Filed herewith) (12)(a) Form of Participation Agreement by and between VALIC Company I, The Variable Annuity Life Insurance Company and AIG Life Insurance Company. (5) (12)(b) Form of Amendment No. 1 to Participation Agreement by and between VALIC Company I, The Variable Annuity Life Insurance Company and AIG Life Insurance Company. (5) (13)(a) Form of Participation Agreement by and among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and AIG Life Insurance Company. (6) (14)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between AIM and AIG Life Insurance Company. (12) (15)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between AllianceBernstein and AIG Life Insurance Company. (9) (16)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between American Century and AIG Life Insurance Company. (9) (17)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between Fidelity and AIG Life Insurance Company. (9) (18)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between Franklin Templeton and AIG Life Insurance Company (9) (18)(b) Form of SEC Rule 22c-2 Information Sharing Agreement between Franklin Templeton and American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company). (Filed herewith) (19)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between Goldman Sachs and AIG Life Insurance Company. (9) (20)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between JPMorgan Insurance Trust and AIG Life Insurance Company. (11) C-6 (21)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between Merrill Lynch (BlackRock) and AIG Life Insurance Company. (9) (22)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between Neuberger Berman and AIG Life Insurance Company. (9) (23)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between PIMCO and AIG Life Insurance Company. (9) (24)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between UIF Morgan Stanley and AIG Life Insurance Company. (9) (25)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between VALIC and AIG Life Insurance Company. (9) (26)(a) Form of SEC Rule 22c-2 Information Sharing Agreement between Vanguard and AIG Life Insurance Company. (9) (27)(a) Form of Consents to Assignment of Fund Participation and other Agreements. (Filed herewith) (i) Administrative Contracts. ------------------------- (1) Form of Service and Expense Agreement dated February 1, 1974, between American International Group, Inc. and various affiliate subsidiaries, including American General Life Insurance Company. (18) (2) Form of Addendum No. 1 to Service and Expense Agreement dated February 1, 1974, between American International Group, Inc. and various affiliate subsidiaries, including American General Life Insurance Company, dated May 21, 1975. (18) (3) Form of Addendum No. 2 to Service and Expense Agreement dated February 1, 1974, between American International Group, Inc. and various affiliate subsidiaries, including American General Life Insurance Company, dated September 23, 1975. (18) (4) Form of Addendum No. 24 to Service and Expense Agreement dated February 1, 1974, between American International Group, Inc. and various affiliate subsidiaries, including American General Life Insurance Company, dated December 30, 1998. (18) (5) Form of Addendum No. 28 to Service and Expense Agreement dated February 1, 1974, among American International Group, Inc. and various affiliate subsidiaries, including American General Life Insurance Company and American General Life Companies, effective January 1, 2002. (18) C-7 (6) Form of Addendum No. 30 to Service and Expense Agreement dated February 1, 1974, among American International Group, Inc. and various affiliate subsidiaries, including American General Life Insurance Company and American General Life Companies, LLC, effective January 1, 2002. (18) (7) Form of Addendum No. 32 to Service and Expense Agreement dated February 1, 1974, among American International Group, Inc. and various affiliate subsidiaries, including American General Life Insurance Company and American General Life Companies, LLC, effective May 1, 2004. (14) (j) Other Material Contracts. ------------------------- (1) General Guarantee Agreement from National Union Fire Insurance Company of Pittsburgh, Pa. on behalf of AIG Life Insurance Company. (Filed herewith) (2) Notice of Termination of Guarantee as Published in the Wall Street Journal on November 24, 2006. (Filed herewith) (3) Notice of Termination of AIG Support Agreement between American General Life Insurance Company of Delaware and American International Group, Inc., including a copy of the agreement attached to such Notice as Exhibit I. (Filed herewith) (4) Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company. (19) (5) Specimen form of Agreement and Plan of Merger. (Filed herewith) (k) Legal Opinions. --------------- (1) Opinion of Counsel and Consent of Depositor. (Filed herewith) (l) Actuarial Opinions. Not applicable. ------------------- (m) Calculation. None ------------ (n) Other Opinions. --------------- (1) Consents. (Filed herewith) (o) Omitted Financial Statements. None ----------------------------- (p) Initial Capital Agreements. None --------------------------- (q) Redeemability Exemption. ------------------------ (1) Description of American General Life Insurance Company's Issuance, Transfer and Redemption Procedures for Executive Advantage Variable Universal Life C-8 Insurance Policies Pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act of 1940 as of January 2, 2013. (Filed herewith) (r) Powers of Attorney. ------------------- (1) Power of Attorney with respect to Registration Statements and Amendments thereto signed by the directors and, where applicable, officers of National Union Fire Insurance Company of Pittsburgh, Pa. (Filed herewith) -------- (1) Incorporated by reference to Post-Effective Amendment No. 4 to Form S-6 Registration Statement (File No. 033-90684) of Variable Account II of AIG Life Insurance Company filed on October 27, 1998. (2) Incorporated by reference to Post-Effective Amendment No. 1 to Form S-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on March 13, 1998. (3) Incorporated by reference to Post-Effective Amendment No. 9 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on February 7, 2003. (4) Incorporated by reference to Post-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-36260) of Variable Account I of AIG Life Insurance Company filed on December 28, 2001. (5) Incorporated by reference to Post-Effective Amendment No. 10 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on April 25, 2003. (6) Incorporated by reference to Post-Effective Amendment No. 11 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on June 16, 2003. (7) Incorporated by reference to Post-Effective Amendment No. 13 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on May 2, 2005. (8) Incorporated by reference to Post-Effective Amendment No. 17 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on May 1, 2006. (9) Incorporated by reference to Post-Effective Amendment No. 20 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on May 1, 2007. C-9 (10) Incorporated by reference to Post-Effective Amendment No. 22 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of AIG Life Insurance Company filed on May 1, 2009. (11) Incorporated by reference to Post-Effective Amendment No. 23 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of American General Life Insurance Company of Delaware (f/k/a AIG Life Insurance Company) filed on May 3, 2010. (12) Incorporated by reference to Post-Effective Amendment No. 26 to Form N-6 Registration Statement (File No. 333-34199) of Variable Account II of American General Life Insurance Company of Delaware (f/k/a AIG Life Insurance Company) filed on May 2, 2011. (13) N/A (14) Incorporated by reference to Post-Effective Amendment No. 1 to Form N-6 Registration Statement (File No. 333-118318) of American General Life Insurance Company Separate Account VL-R filed on May 2, 2005. (15) Incorporated by reference to initial filing of Form N-4 Registration Statement (File No. 033-43390) of American General Life Insurance Company Separate Account D filed on October 16, 1991. (16) Incorporated by reference to Pre-Effective Amendment No. 3 to Form S-6 Registration Statement (File No. 333-53909) of American General Life Insurance Company Separate Account VL-R filed on August 19, 1998. (17) Incorporated by reference to Post-Effective Amendment No. 11 to Form N-6 Registration Statement (File No. 333-43264) of American General Life Insurance Company Separate Account VL-R filed on August 12, 2005. (18) Incorporated by reference to Post-Effective Amendment No. 8 to Form N-6 Registration Statement (File No. 333-43264) of American General Life Insurance Company Separate Account VL-R filed on May 3, 2004. (19) Incorporated by reference to Post-Effective Amendment No. 3 to Form N-6 Registration Statement (File No. 333-151576) of American General Life Insurance Company Separate Account VL-R filed on May 2, 2011. (20) Incorporated by reference to Post-Effective Amendment No. 27 to Form N-6 Registration Statement (File No. 333-34199 of American General Life Insurance Company Separate Account VL-R filed on April 30, 2012. C-10 ITEM 27.DIRECTORS AND OFFICERS OF THE DEPOSITOR The directors and principal officers of the Company are set forth below. The business address of each officer and director is 2929 Allen Parkway, Houston, Texas 77019, unless otherwise noted. NAMES POSITIONS AND OFFICES HELD WITH DEPOSITOR ----------------------------------------------- James A. Mallon Director, Acting Chairman, President and Chief Executive Officer Robert M. Beuerlein (9) Director, Senior Vice President and Chief and Appointed Actuary Jeffrey H. Carlson (9) Director and Executive Vice President Don W. Cummings Director and Senior Vice President Mary Jane B. Fortin Director, Executive Vice President and Chief Financial Officer Kyle L. Jennings (10) Director, Executive Vice President, General Counsel and Secretary Curtis W. Olson (1) President--Benefit Solutions John B. Deremo Executive Vice President Steven D. Anderson Senior Vice President Erik A. Baden (10) Senior Vice President Wayne A. Barnard Senior Vice President and Illustration Actuary David Butterfield (1) Senior Vice President Terry B. Festervand (9) Senior Vice President and Treasurer Brad J. Gabel (4) Senior Vice President, Chief Underwriter John Gatesman Senior Vice President David S. Jorgensen Senior Vice President Terry Keiper (12) Senior Vice President Glen D. Keller (9) Senior Vice President Stephen Kennedy (9) Senior Vice President Frank A. Kophamel (9) Senior Vice President Simon J. Leech (9) Senior Vice President Edmund D. McClure (9) Senior Vice President Richard D. McFarland (9) Senior Vice President Laura E. Milazzo (9) Senior Vice President Larry Nisenson Senior Vice President John W. Penko (2) Senior Vice President Rodney E. Rishel (10) Senior Vice President Sharon K. Roberson (12) Senior Vice President Dale W. Sachtleben (3) Senior Vice President Stephen J. Stone (13) Senior Vice President Carol B. Whaley (1) Senior Vice President Chris N. Aiken (9) Vice President Chris Ayers (9) Vice President Joan M. Bartel Vice President Robert Beauchamp Vice President Michael B. Boesen Vice President Laura J. Borowski (4) Vice President David R. Brady (11) Vice President Dan Chamberlain (9) Vice President Mark E. Childs (9) Vice President C-11 Robert M. Cicchi (9) Vice President Lawrence C. Cox Vice President Timothy M. Donovan Vice President Jay Drucker Vice President Farideh N. Farrokhi (9) Vice President and Assistant Secretary Royce Fithen (6) Vice President Frederick J. Garland, Jr. Vice President Manda Ghaferi (7) Vice President Liza Glass (9) Vice President Leo W. Grace Vice President and Assistant Secretary Richard L. Gravette (9) Vice President and Assistant Treasurer Lori S. Guadagno (5) Vice President Daniel J. Gutenberger (9) Vice President and Medical Director Joel H. Hammer (8) Vice President D. Leigh Harrington (9) Vice President Tracey Harris (10) Vice President Michael Harrison Vice President Julie Cotton Hearne (10) Vice President and Assistant Secretary Tim Heslin Vice President Keith C. Honig (7) Vice President Stephen Howard (2) Vice President S. Caitlin Irby (9) Vice President Walter P. Irby Vice President Sharla A. Jackson (6) Vice President Wesley E. Jarvis (1) Vice President Debra H. Kile (9) Vice President and Medical Director Michael J. Krugel (4) Vice President Kenneth R. Kiefer (6) Vice President Mel McFall (9) Vice President Lochlan O. McNew Vice President and Investment Officer Gwendolyn J. Mallett (9) Vice President W. Larry Mask Vice President, Real Estate Investment Officer and Assistant Secretary Beverly Meyer (4) Vice President Candace A. Michael (9) Vice President Michael R. Murphy (4) Vice President David Napoli Vice President Deanna D. Osmonson (1) Vice President Cathy A. Percival (9) Vice President and Medical Director Carin M. Phelan Vice President Glenn H. Plotkin (4) Vice President Debbie Runge Vice President, Human Resources Jeanise L. Ryser Vice President Michael Sibley (2) Vice President T. Clay Spires (9) Vice President and Tax Officer Gregory R. Thornton (3) Vice President Cynthia Wieties Vice President C-12 Jeffrey L. Winkelmann (4) Vice President William P. Hayes (10) Chief Compliance Officer Debra L. Herzog (10) Assistant Secretary (1) 3600 Route 66, Neptune, NJ 07753 (2) Walnut Glen Tower, 8141 Walnut Hill Lane, Dallas, TX 75231 (3) 3051 Hollis Drive, Springfield, IL 62704 (4) 1200 N. Mayfair Road, Milwaukee, WI 53226 (5) 599 Lexington Avenue, New York, N 10022 (6) 205 E. 10th Avenue, Amarillo, TX 79101 (7) 1 SunAmerica Center, 1999 Avenue of the Stars, Los Angeles, CA 90067 (8) 32 Old Slip, New York, NY 10005 (9) 2727-A Allen Parkway, Houston, TX 77019 (10) 2919 Allen Parkway, Houston, TX 77019 (11) 200 Liberty Street, New York, NY 10281 (12) 200 American General Way, Brentwood, TN 37027 (13) 21650 Oxnard Street, Woodland Hills, CA 91367 ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR THE REGISTRANT The Depositor is an indirect wholly-owned subsidiary of American International Group, Inc. An organizational chart for American International Group, Inc. can be found as Exhibit 21 in American International Group, Inc.'s Form 10-K, SEC file Number 001-08787, accession number 0001047469-12-001369, filed February 23, 2012. Exhibit 21 is incorporated herein by reference. The Registrant is a separate account of American General Life Insurance Company (Depositor). ITEM 29. INDEMNIFICATION Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. C-13 AMERICAN GENERAL LIFE INSURANCE COMPANY To the full extent authorized by law, the corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether criminal or civil, by reason of the fact that he, his testator or intestate is or was a director or officer of the corporation or serves or served in any capacity in any other corporation at the request of the corporation. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law. ITEM 30. PRINCIPAL UNDERWRITERS (a) Other Activity. Registrant's principal underwriter, American General Equity -------------- Services Corporation, also acts as principal underwriter for the following investment companies: AMERICAN GENERAL LIFE INSURANCE COMPANY Separate Account A Separate Account D Separate Account VA-1 Separate Account VA-2 Separate Account VL-R Separate Account VUL Separate Account VUL-2 Separate Account I THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK Separate Account USL VA-R Separate Account USL VL-R Separate Account USL A Separate Account USL B (b) Management. ----------- The following information is provided for each director and officer of the principal underwriter. The business address of each officer and director is 2929 Allen Parkway, Houston, Texas 77019, unless otherwise noted. NAME AND PRINCIPAL POSITIONS AND OFFICES WITH UNDERWRITER BUSINESS ADDRESS AMERICAN GENERAL EQUITY SERVICES CORPORATION ------------------ ------------------------------------------------- Mary Jane B. Fortin (1) Director and Chairman Erik A. Baden (1) Director John Gatesman Director, President and Chief Executive Officer Kyle L. Jennings (1) Executive Vice President, General Counsel and Secretary Thomas Clay Spires (2) Vice President and Tax Officer Larry Blews (2) Vice President and Chief Compliance Officer Lauren W. Jones (1) Chief Counsel--Business Lines and Assistant Secretary John J. Reiner Treasurer and Controller C-14 NAME AND PRINCIPAL POSITIONS AND OFFICES WITH UNDERWRITER BUSINESS ADDRESS AMERICAN GENERAL EQUITY SERVICES CORPORATION ------------------ ------------------------------------------------- Barbara J. Moore (2) Assistant Tax Officer Becky Strom (2) Vice President, Chief Privacy Officer and Anti-Money Laundering Officer (1) 2919 Allen Parkway, Houston, TX 77019 (2) 2727-A Allen Parkway, Houston, TX 77019 (c) Compensation From the Registrant. ---------------------------------
NET COMPENSATION ON EVENTS UNDERWRITING OCCASIONING THE DISCOUNTS AND DEDUCTION OF A DEFERRED BROKERAGE OTHER NAME OF PRINCIPAL UNDERWRITER COMMISSIONS SALES LOAD COMMISSIONS COMPENSATION American General Equity Services Corporation 0 0 0 0
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1 through 31a-3 thereunder, are maintained and in the custody of American General Life Insurance Company at its principal executive office located at 2727-A Allen Parkway, Houston, Texas 77019-2191 or at American General Life Insurance Company's Administrative Office located at 405 King Street, 4th Floor, Wilmington, Delaware 19801-3722. ITEM 32. MANAGEMENT SERVICES Inapplicable ITEM 33. FEE REPRESENTATION American General Life Insurance Company hereby represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and risks assumed by American General Life Insurance Company. UNDERTAKINGS OF THE DEPOSITOR (A)National Union Guarantee During any time there are insurance obligations outstanding and covered by the guarantee issued by National Union Fire Insurance Company of Pittsburgh, Pa. ("National Union Guarantee Period"), filed as an exhibit to this Registration Statement (the "National Union Guarantee"), the Depositor hereby undertakes to provide notice to policy owners covered by the National Union Guarantee promptly after the happening of significant events related to the National Union Guarantee. C-15 These significant events include: (i) termination of the National Union Guarantee that has a material adverse effect on the policy owner's rights under the National Union Guarantee; (ii) a default under the National Union Guarantee that has a material adverse effect on the policy owner's rights under the National Union Guarantee; or (iii) the insolvency of National Union Fire Insurance Company of Pittsburgh, Pa. ("National Union"). Depositor hereby undertakes during the National Union Guarantee Period to cause Registrant to file post-effective amendments to this Registration Statement as frequently as is necessary to ensure that the current annual audited statutory financial statements of National Union in the Registration Statement are updated to be as of a date not more than 16 months prior to the effective date of this Registration Statement, and to cause Registrant to include as an exhibit to this Registration Statement the consent of the independent registered public accounting firm of National Union regarding such financial statements. During the National Union Guarantee Period, the Depositor hereby undertakes to include in the prospectuses to policy owners, an offer to supply the annual audited statutory financial statements of National Union, free of charge upon a policy owner's request. As of December 29, 2006 at 4:00 p.m. Eastern time (the "Point of Termination"), the National Union Guarantee was terminated for prospectively issued Policies. The National Union Guarantee will not cover any Policies with a date of issue later than the Point of Termination. The National Union Guarantee will continue to cover Policies with a date of issue earlier than the Point of Termination until all insurance obligations under such Policies are satisfied in full. Effective December 31, 2012, American General Life Insurance Company of Delaware, an affiliate of American General Life Insurance Company, merged with and into American General Life Insurance Company. Texas law provides for the continuation of guarantees for policies and other contracts and certificates issued prior to a merger. Therefore, the National Union Guarantee will continue to cover Policies with a date of issue earlier than the Point of Termination. (B) Financial statements The following financial statements are incorporated by reference or included herein, as indicated below, to this Registration Statement: (1) Audited Financial Statements of Variable Account II of American General Life Insurance Company of Delaware for the year ended December 31, 2011 are included in Part B of the Registration Statement. (2) Audited Financial Statements of American General Life Insurance Company of Delaware for the years ended December 31, 2011, 2010 and 2009 are incorporated by reference to Post-Effective Amendment No. 27 to Form N-6 Registration Statement (File No. 333-34199) of American General Life Insurance Company of Delaware Separate Account II filed on April 30, 2012. C-16 (3) Audited Statutory Financial Statements of American General Assurance Company for the years ended December 31, 2011 and 2010 are included in Part B of the Registration Statement. (4) Audited Statutory Financial Statements of American General Life and Accident Insurance Company for the years ended December 31, 2011 and 2010 are included in Part B of the Registration Statement. (5) Audited Consolidated Financial Statements of SunAmerica Annuity and Life Assurance Company for the years ended December 31, 2011, 2010 and 2009 are incorporated by reference to Post-Effective Amendment No. 11 to Form N-4 Registration Statement (File No. 333-157199) of Variable Separate Account filed on April 26, 2012. (6) Audited Statutory Financial Statements of SunAmerica Life Insurance Company for the years ended December 31, 2011 and 2010 are included in Part B of the Registration Statement. (7) Audited Consolidated Financial Statements of Western National Life Insurance Company for the years ended December 31, 2011, 2010 and 2009 are incorporated by reference to Post-Effective Amendment No. 26 to Form N-4 Registration Statement (File No. 033-86464) of AG Separate Account A filed on April 30, 2012. (8) Audited Consolidated Financial Statements of American General Life Insurance Company for the years ended December 31, 2011, 2010 and 2009 are incorporated by reference to Post-Effective Amendment No. 4 to Form N-6 Registration Statement (File No. 333-151576) of American General Life Insurance Company Separate Account VL-R filed on April 30, 2012. (9) Unaudited Pro Forma Condensed Financial Data of American General Life Insurance Company as of December 31, 2011 is included in Part B of the Registration Statement. (10) The statutory statement of admitted assets, liabilities, capital and surplus of National Union Fire Insurance Company of Pittsburgh, Pa. as of December 31, 2011 and 2010, and the related statutory statements of income and changes in capital and surplus and of cash flow for each of the three years in the period ended December 31, 2011 are included in Part B of the Registration Statement. C-17 POWERS OF ATTORNEY Each person whose signature appears below hereby appoints Mary Jane B. Fortin, Manda Ghaferi, Steven A. Glover and David S. Jorgensen and each of them, any one of whom may act without the joinder of the others, as his/her attorney-in-fact to sign on his/her behalf and in the capacity stated below and to file all amendments to this Registration Statement, which amendment or amendments may make such changes and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Separate Account II of American General Life Insurance Company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Houston, and State of Texas on the 28th day of December, 2012. SEPARATE ACCOUNT II OF AMERICAN GENERAL LIFE INSURANCE COMPANY (Registrant) BY: AMERICAN GENERAL LIFE INSURANCE COMPANY (On behalf of the Registrant and itself) BY: MARY JANE B. FORTIN -------------------------------------------------- MARY JANE B. FORTIN EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER AGL - 1 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, on behalf of the Registrant and Depositor, in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- JAMES A. MALLON Director, Acting Chairman, President December 28, 2012 -------------------- and Chief Executive Officer JAMES A. MALLON MARY JANE B. FORTIN Director, Executive Vice President December 28, 2012 -------------------- and Chief Financial Officer MARY JANE B. FORTIN DON W. CUMMINGS Director, Senior Vice President December 28, 2012 -------------------- DON W. CUMMINGS ROBERT M. BEUERLEIN Director December 28, 2012 -------------------- ROBERT M. BEUERLEIN JEFFREY H. CARLSON Director December 28, 2012 -------------------- JEFFREY H. CARLSON KYLE L. JENNINGS Director December 28, 2012 -------------------- KYLE L. JENNINGS AGL - 2 333- ------ 811-04867 SIGNATURES National Union Fire Insurance Company of Pittsburgh, Pa. has caused this amended Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 28th day of December, 2012. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. BY: SEAN T. LEONARD ---------------------------------------- SEAN T. LEONARD CHIEF FINANCIAL OFFICER AND SENIOR VICE PRESIDENT NU - 1 This amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- *PETER D. HANCOCK Chairman and Director December 28, 2012 ------------------- PETER D. HANCOCK *PETER J. EASTWOOD President and Chief Executive December 28, 2012 ------------------- Officer PETER D. EASTWOOD *JAMES BRACKEN Director December 28, 2012 ------------------- JAMES BRACKEN *JOHN Q. DOYLE Director December 28, 2012 ------------------- JOHN Q. DOYLE *DAVID NEIL FIELDS Director December 28, 2012 ------------------- DAVID NEIL FIELDS *DAVID L. HERZOG Director December 28, 2012 ------------------- DAVID L. HERZOG ------------------- Director December ___, 2012 MONIKA M. MACHON *RALPH W. MUCERINO Director December 28, 2012 ------------------- RALPH W. MUCERINO ------------------- Director December ___, 2012 SID SANKARAN ------------------- Director December ___, 2012 MARK T. WILLIS * BY: SEAN T. LEONARD -------------------------------------------------- SEAN T. LEONARD ATTORNEY-IN-FACT (Exhibit (r)(1) to the Registration Statement) NU - 2 EXHIBIT INDEX ITEM 26. EXHIBITS (a)(4) Section 5, the "Governing Law and Name of Surviving Corp." of the Agreement and Plan of Merger. (c)(1) Specimen form of Distribution Agreement between American General Life Insurance Company and American General Equity Services Corporation, dated October 1, 2002. (c)(2) Form of Schedule A-1 as of January 1, 2013 to Distribution Agreement between American General Life Insurance Company and American General Equity Services Corporation, dated October 1, 2002. (c)(3) Form of Selling Group Agreement--Servicing Only by and among American General Equity Services Corporation, American General Life Insurance Company, Selling Group Member and Associated Agency. (d)(3) Specimen Form of Merger Endorsement for owners and participants residing in Delaware. (e)(1) Form of Application for Group Flexible Premium Variable Life Insurance Policy, Form No. 14COLI400. (e)(2) Form of Supplemental Application for Life Insurance, Form No. 14GVSUP997. (e)(3) Form of Subaccount Transfer Request Form. (e)(4) Form of Premium Allocation Form. (e)(5) Form of Loan/Surrender Request Form. (e)(6) Form of Dollar Cost Averaging Request Form. (e)(7) Form of Reallocation and Rebalancing Request Form. (e)(8) Form of Automatic Rebalancing Request. (g)(1) Reinsurance Agreement between AIG Life & Swiss Re Life & Health America Inc. (g)(2) Form of Letter to Reinsurers regarding the Merger of American General Life Insurance Company of Delaware. E-1 (h)(2)(c) Form of Agreement between Alliance Capital Management, L.P. and American General Life. (h)(4)(a) Form of Amended and Restated Fund Participation Agreement among BlackRock Variable Series Funds, Inc., American General Life Insurance Company and American General Life Insurance Company of Delaware (h)(4)(b) Form of Amended and Restated Administrative Services Agreement between BlackRock Advisors, LLC, American General Life Insurance Company and American General Life Insurance Company of Delaware. (h)(5)(a) Amended and Restated Participation Agreement among Variable Insurance Products Funds, Fidelity Distributors Corporation and American General Life Insurance Company of Delaware dated April 27, 2012. (h)(5)(b) Form of Amended and Restated Service Contract among Fidelity Variable Insurance Products Funds, American General Life Insurance Company, American General Life Insurance Company of Delaware and The United States Life Insurance Company in the City of New York dated April 27, 2012. (h)(6)(f) Form of Amendment No. 6 to Participation Agreement by and between Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) and American General Equity Services Corporation. (h)(6)(h) Form of Amendment No. 1 to Amended and Restated Administrative Services Agreement between Franklin Templeton Services, LLC and American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company). (h)(8)(a) Fund Participation Agreement by and among American General Life Insurance Company and JPMorgan Insurance Trust effective as of April 24, 2009. (h)(8)(b) Form of Amendment No. 1 to Fund Participation Agreement by and among American General Life Insurance Company and JPMorgan Insurance Trust effective January 1, 2013. (h)(9)(c) Letter Agreement between American General Life Insurance Company of Delaware, Morgan Stanley Investment Management, Inc. (formerly Morgan Stanley Dean Witter Investment Management Inc.) and Morgan Stanley Investments LP (formerly Miller Anderson & Sherrerd, LLP). E-2 (h)(11)(c)Form of PIMCO Variable Insurance Trust Services Agreement between PIMCO Variable Insurance Trust and American General Life Insurance Company of Delaware. (h)(11)(d)Form of Services Agreement between Pacific Investment Management Company and American General Life Insurance Company of Delaware. (h)(18)(b)Form of SEC Rule 22c-2 Information Sharing Agreement between Franklin Templeton and American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company). (h)(27)(a)Form of Consents to Assignment of Fund Participation and other Agreements. (j)(1) General Guarantee Agreement from National Union Fire Insurance Company of Pittsburgh, Pa. on behalf of AIG Life Insurance Company. (j)(2) Notice of Termination of Guarantee as Published in the Wall Street Journal on November 24, 2006. (j)(3) Notice of Termination of AIG Support Agreement between American General Life Insurance Company of Delaware and American International Group, Inc., including a copy of the agreement attached to such Notice as Exhibit I. (j)(5) Specimen form of Agreement and Plan of Merger. (k)(1) Opinion of Counsel and Consent of Depositor. (n)(1) Consents. (q)(1) Description of American General Life Insurance Company's Issuance, Transfer and Redemption Procedures for Executive Advantage Variable Universal Life Insurance Policies Pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act of 1940 as of January 2, 2013. (r)(1) Power of Attorney with respect to Registration Statements and Amendments thereto signed by the directors and, where applicable, officers of National Union Fire Insurance Company of Pittsburgh, Pa. E-3
EX-99.(A)(4) 2 d419443dex99a4.txt SECTION 5 GOVERNING LAW AND NAME OF SURVIVING CORP EXHIBIT (a)(4) SECTION 5. GOVERNING LAW AND NAME OF SURVIVING CORPORATION 5.1 Governing Law of Surviving Corporation. Following the effectiveness of the merger, the Surviving Corporation shall be governed by the laws of the State of Texas. 5.2 Governing Law Regarding the Maintenance of Separate Accounts. The separate accounts of AGD, SAAL, and WNL, each of which is a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940, and each of which will be transferred to AGL upon the effectiveness of the merger proposed herein, will be maintained by AGL in accordance with the applicable federal and Texas insurance laws and regulations. 5.3 Name of Surviving Corporation. The name of the Surviving Corporation shall continue to be "American General Life Insurance Company," and the Surviving Corporation will conduct business as authorized by its charter, as amended. EX-99.(C)(1) 3 d419443dex99c1.txt DISTR. AGREEMENT EXHIBIT (C)(1) DISTRIBUTION AGREEMENT BETWEEN AMERICAN GENERAL LIFE INSURANCE COMPANY AND AMERICAN GENERAL EQUITY SERVICES CORPORATION THIS DISTRIBUTION AGREEMENT (this "Agreement") is made by and between AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (the "Company") and AMERICAN GENERAL EQUITY SERVICES CORPORATION (F/K/A FRANKLIN FINANCIAL SERVICES CORPORATION), a Delaware corporation ("AGESC"). WITNESSETH: In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: FIRST: The Company hereby grants AGESC a non-exclusive right to promote the sale of the Company's variable life insurance policies and certificates and variable annuity contracts and certificates, as applicable, listed on Schedule A attached hereto and made a part hereof (the "Contracts") to the public through investment dealers which are members of the National Association of Securities Dealers, Inc. (or exempt from such registration) in U. S. states and other jurisdictions where the Company is licensed. The Company and AGESC agree that upon thirty (30) days written notice to AGESC by the Company, the Company may revise Schedule A to include additional registered products of the Company; provided, however, that AGESC shall have the right to reject such revisions to Schedule A, by so advising the Company in writing within such thirty (30) days notice period. SECOND: AGESC hereby accepts the grant made herein for the sale of the Contracts and agrees that it will use its best efforts to promote the sale of such Contracts; provided, however, that: A. AGESC may, and when requested by the Company, shall suspend its efforts to promote the sale of the Contracts at any time AGESC or the Company believes sales should be suspended because of market conditions, other economic considerations, or other circumstances of any kind; and B. The Company may withdraw the offering of the Contracts at any time. THIRD: The Company shall bear: A. The expenses of printing and distributing registration statements and prospectuses of the Separate Account and the Contracts; B. The expenses of state and federal qualification of such contracts for sale in connection with such offerings; Page 1 of 3 Pages C. All legal expenses in connection with the foregoing; and D. Any other expenses which may be deemed mutually appropriate. FOURTH: The solicitation of the Contracts shall be made by investment dealers or their sales representatives who are also life insurance and variable contract licensed agents appointed to represent the Company. AGESC shall bear such costs of obtaining insurance department licenses and fees for registered representatives as may be mutually agreed upon between the parties hereto from time to time. The Company shall reimburse AGESC for its costs in the promotion of the sale of the Contracts, including its administrative and ministerial costs. AGESC shall submit to the Company original invoices or other documentation acceptable to the Company, no less frequently than monthly, for all such reimbursable expenses. Additionally, AGESC shall receive the percentage of gross purchase payments received by the Company or of the accumulation value held by the Company, as indicated in Schedule A. FIFTH: The Company agrees to maintain all books and records in connection with the sale of the Contracts on behalf of AGESC in conformity with the requirements of Rules 17a-3 and 17a-4 under the Securities Exchange Act of 1934, to the extent that such requirements are applicable to the Contracts. SIXTH: A transaction statement for each purchase payment for a Contract will be sent to the Contract owner by the Company as required. The transaction statement will reflect the facts of the transaction. SEVENTH: The Company and AGESC shall each comply with all applicable federal and state laws, rules, and regulations governing the issuance and sale of the Contracts. EIGHTH: The Company agrees to indemnify AGESC against any and all claims, liabilities, and expenses which AGESC may incur due to any alleged untrue statements of a material fact, or any alleged omission to state a material fact in the registration statement or prospectus of the Company's Separate Account(s) used in connection with the offering and sale of the Contracts. AGESC agrees to indemnify the Company against any and all claims, demands, liabilities, and expenses which the Company may incur arising out of or based upon any act of an employee of AGESC. NINTH: Nothing contained herein shall require the Company or AGESC to take any action contrary to any provision of its charter or any applicable statutes, regulation, or rule of the National Association of Securities Dealers, Inc. TENTH: This Agreement shall supersede all prior agreements of the parties, whether written or oral, with respect to sale of the Contracts issued on or after the effective date of this Agreement. ELEVENTH: This Agreement shall become effective as of October 1, 2002, and shall continue in force and effect from year to year thereafter. Page 2 of 3 Pages TWELFTH: This Agreement may be terminated at any time by either party, without the payment of any penalty, upon thirty (30) days prior notice in writing to the other party. THIRTEENTH: This Agreement shall be binding upon the successors and assigns of the parties hereto. FOURTEENTH: Any notice under this Agreement shall be in writing addressed, delivered, or mailed, postage paid, to the other party at such address as such other party may designate for the receipt of such notices. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate. AMERICAN GENERAL LIFE INSURANCE COMPANY By: Date: October 1, 2002 ------------------------------------- AMERICAN GENERAL EQUITY SERVICES CORPORATION By: Date: October 1, 2002 ------------------------------------- Page 3 of 3 Pages EX-99.(C)(2) 4 d419443dex99c2.txt FORM OF SCHEDULE A-1 Exhibit (c)(2) Schedule A-1 to Distribution Agreement between American General Life Insurance Company and American General Equity Services Corporation As of January 2, 2013 The following contracts and policies were issued by AIG Life Insurance Company, which was renamed American General Life Insurance Company of Delaware ("AGLDE"). Effective December 31, 2012, AGLDE merged with and into American General Life Insurance Company ("AGL"). As a result of the merger, the contracts and policies of AGLDE have been assumed by AGL, and AGL's principal underwriter and distributor assumes the obligations of principal underwriter and distributor.
Variable Annuities: Registration Numbers: ------------------- --------------------- AllianceBernstein Ovation 811-05301; 333-_____ AllianceBernstein Ovation PLUS 811-05301; 333-_____ AllianceBernstein Ovation Advisor 811-05301; 333-_____ Gallery 811-05301; 333-_____ Paradigm 811-05301; 333-_____ Profile 811-05301; 333-_____ The Variable Annuity 811-05301; 333-_____ Trilogy 811-05301; 333-_____ Group Immediate Variable Annuity - Vanguard 811-05301; 333-_____ Individual Immediate Variable Annuity - Vanguard 811-05301; 333-_____ Immediate Variable Annuity Contract (Retirement Gold Individual) 811-05301; 333-_____ Group Immediate Variable Annuity Contract (Retirement Gold RET) 811-05301; 333-_____ Group Immediate Variable Annuity Contract (Retirement Gold AGE) 811-05301; 333-_____
Variable Universal Life: Registration Numbers: ------------------------ --------------------- Executive Advantage 811-04867; 333-_____ Gemstone Life 811-04867; 333-_____ Polaris Life 811-04867; 333-_____ Gallery Life 811-04867; 333-_____ Flexible Premium Individual 811-04867; 333-_____ Flexible Premium Group 811-04867; 333-_____ Polaris Survivorship Life 811-04867; 333-_____
Compensation and paid commissions for sales of these products are paid pursuant to the appropriate selling group agreement.
EX-99.(C)(3) 5 d419443dex99c3.txt FORM OF SELLING GROUP AGREEMENT - SERVICING ONLY Exhibit (C)(3) SELLING GROUP AGREEMENT - SERVICING ONLY AMERICAN GENERAL EQUITY SERVICES CORPORATION AND AMERICAN GENERAL LIFE INSURANCE COMPANY This Selling Group Agreement - Servicing Only ("Agreement") is made by and among AMERICAN GENERAL EQUITY SERVICES CORPORATION ("AGESC"), a Delaware corporation, AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL"), a Texas domiciled life insurance company, and the following parties: -------------------------------------------------------------------------------- ("Selling Group Member") -------------------------------------------------------------------------------- ("Associated Agency") RECITALS WHEREAS, AGL is a wholly-owned subsidiary of AMERICAN INTERNATIONAL GROUP, INC. ("AIG"), a Delaware corporation; WHEREAS, AGESC is a direct, wholly-owned subsidiary of AGL; WHEREAS, AGL and AGESC are parties to a distribution agreement whereby AGL has granted AGESC a non-exclusive right to promote the sale of AGL products set forth in Schedule A; WHEREAS, Selling Group Member and the Associated Agency are affiliates of each other and neither is an affiliate of AGL or AGESC; and WHEREAS, AGESC, AGL, Selling Group Member and the Associated Agency wish to enter into this Agreement for the purpose of providing for servicing of certain AGL variable universal life insurance policies and variable annuity contracts. NOW THEREFORE, in consideration of the premises and mutual promises set forth herein, and intending to be legally bound hereby, the parties agree as follows: 1. PRODUCT DISTRIBUTION. Subject to the terms, conditions and limitations of this Agreement, the products covered under this Agreement shall be serviced in accordance with this section. (a) Designation of the Parties. AGESC is a registered broker-dealer and distributor of the variable universal life insurance policies and variable annuity contracts set forth in Schedule A (collectively, the "Contracts"). AGL is a Texas licensed life insurance company issuing the Contracts. The Contracts are registered with the Securities and Exchange Commission (the "SEC"). Selling Group Member is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 ("1934 Act") and under any appropriate regulatory requirements of state law and is a member in good standing of the Financial Industry Regulatory Authority ("FINRA"), unless Selling Group Member is exempt from the broker-dealer registration requirements of the 1934 Act. Selling Group Member has FINRA registered representatives who will service the Contracts. The Associated Agency is a licensed insurance agency and will be appointed by AGL as an agent of AGL as required by the appropriate state Insurance Department. The relationship between the Associated Agency and AGL is that of an independent contractor. The FINRA registered representatives affiliated with Selling Group Member are also appropriately licensed insurance agents of the Associated Agency and upon approval by AGL, will be appointed by AGL as agents of AGL with the appropriate Insurance Department ("Sales Persons"). The relationship between the Sales Persons and Selling Group Member and the Sales Persons and AGL is that of independent contractor. AGESC hereby appoints Selling Group Member and the Sales Persons to service the Contracts. The appointment by AGESC of Selling Group Member and the Sales Persons and the appointment by AGL of the Associated Agency and the Sales Persons for the servicing of these Contracts is not to be deemed exclusive in any manner and only extends to servicing of the Contracts. (b) Responsibilities Of The Parties/Compliance. (i) SELLING GROUP MEMBER/SALES PERSONS. Selling Group Member shall be responsible for the servicing activities of the Sales Persons and shall exercise supervisory oversight over the Associated Agency and the Sales Persons with respect to such activities. Selling Group Member shall be solely responsible for the approval of suitability determinations related to the selection of any investment option under the Contracts, in compliance with federal and state securities laws and shall supervise the Associated Agency and the Sales Persons in determining suitability. Selling Group Member shall hold AGL and AGESC harmless from any financial claim resulting from improper 2 suitability decisions or failure to supervise the Associated Agency and the Sales Persons in accordance with federal securities laws and FINRA regulation. Selling Group Member will fully comply with the requirements of FINRA and of the 1934 Act and such other applicable federal and state securities laws and will establish rules, procedures and supervisory and inspection techniques necessary to diligently supervise the activities of the Sales Persons in connection with servicing of the Contracts. Such supervision shall include, but not be limited to providing, or arranging for, initial and periodic training in Contract provisions and benefits. Upon request by AGESC or AGL, Selling Group Member will furnish appropriate records as are necessary to establish diligent supervision. Selling Group Member shall pay all costs associated with registering and complying with the various rules of the SEC and FINRA relating to broker-dealers. Selling Group Member shall fully cooperate in any insurance or securities regulatory examination, investigation, or proceeding or any judicial proceeding with respect to AGL, AGESC, Selling Group Member and Associated Agency and their respective affiliates, agents and representatives to the extent that such examination, investigation, or proceeding arises in connection with the Contracts. Selling Group Member shall immediately notify AGESC if its broker-dealer registration or the registration of any of its Sales Persons is revoked, suspended or terminated. Selling Group Member shall also immediately notify AGL if its broker-dealer registration is revoked, suspended or terminated. (ii) THE ASSOCIATED AGENCY/SALES PERSONS. Associated Agency is authorized to recommend Sales Persons for appointment by AGL to service the Contracts. Associated Agency warrants that no Sales Person shall provide servicing for the Contracts until that Sales Person is appropriately licensed and appointed by AGL to service the Contracts. Associated Agency shall be responsible for all fees required to obtain and/or maintain any licenses or registrations required by applicable Insurance Law. Associated Agency will fully comply with the requirements of all applicable insurance laws and regulations. Associated Agency shall fully cooperate in any insurance or securities regulatory examination, investigation, or proceeding or any judicial proceeding with respect to AGL, AGESC, Selling Group Member and Associated Agency and their respective affiliates, agents and representatives to the extent that such examination, investigation, or proceeding arises in connection with the Contracts. Associated Agency shall immediately notify AGESC if its insurance license or the license of any of its Sales Persons is revoked, suspended, or terminated. (iii) AGL. AGL warrants, represents and covenants that the prospectus(es) and registration statement(s) relating to the Contracts and all sales materials, if any, approved by AGL with respect to the Contracts, contain no untrue statements of material fact or omission of 3 a material fact, the omission of which makes any statement contained therein materially false or misleading. AGL agrees to indemnify and hold harmless Associated Agency and Selling Group Member from and against any claims, liabilities and expenses which may be incurred by any of those parties under the Securities Act of 1933 ("1933 Act"), the 1934 Act, the Investment Company Act of 1940 (the "1940 Act") common law, or otherwise, that arise out of a breach of this paragraph. AGL shall fully cooperate in any insurance or securities regulatory examination, investigation, or proceeding or any judicial proceeding with respect to AGL, AGESC, Selling Group Member and/or Associated Agency and their respective affiliates, agents and representatives to the extent that such examination, investigation, or proceedings arise in connection with the Contracts. (iv) AGESC. AGESC shall fully cooperate in any insurance or securities regulatory examination, investigation, or proceeding or any judicial proceeding with respect to AGL, AGESC, Selling Group Member and/or Associated Agency and their respective affiliates, agents and representatives to the extent that such examination, investigation, or proceedings arise in connection with the Contracts. AGESC shall immediately notify Selling Group Member and the Associated Agency if its broker-dealer registration is revoked, suspended or terminated. (c) New Products. AGL and AGESC will not propose and AGL will not issue any additional or successor Contracts. This Agreement is solely for the purpose of servicing Contracts listed on Schedule A. (d) Sales Material/Books and Records. Associated Agency, Selling Group Member and Sales Persons shall not utilize, in their efforts to service the Contracts, any written brochure, prospectus, descriptive literature, printed and published material, audio-visual material or standard letters unless such material has been provided preprinted by AGL or unless AGL has provided prior written approval for the use of such literature. In accordance with any applicable insurance laws and regulations, Associated Agency and/or Selling Group Member shall maintain complete records indicating the manner and extent of distribution of any such solicitation material, shall make such records and files available to AGL and/or AGESC and shall forward such records to AGL and AGESC. Additionally, Selling Group Member and/or Associated Agency shall make such material available to personnel of state insurance departments, FINRA or other regulatory agencies, including the SEC, which may have regulatory authority over AGL or AGESC. Associated Agency and Selling Group Member jointly and severally hold AGL, AGESC and their affiliates harmless from any liability arising from the use of any material which either (i) has not been specifically approved in writing by AGL, or (ii) although previously approved, has been disapproved by AGL in writing for further use. Selling Group Member will reflect all transactions in the Contracts by Associated Agency and the Sales Persons on the books and records of Selling Group Member. Selling Group Member 4 hereby designates the principal place of business of Associated Agency as an Office of Supervisory Jurisdiction of Selling Group Member. 2. COMPENSATION. AGL will remit to Associated Agency all compensation set forth in the Schedule B that was applicable at the time the Contract was issued and for which compensation is to be paid in compliance with any applicable insurance laws and regulations. Associated Agency will remit the compensation otherwise due and payable to Sales Persons to Selling Group Member which, in turn, will pay the Sales Persons. AGL will not accept or otherwise honor any assignment of compensation by Associated Agency in connection with the sale of the Contracts, unless such assignment complies with all applicable insurance laws and regulations. 3. CUSTOMER SERVICE AND COMPLAINTS. Selling Group Member and Associated Agency consent that AGL and/or AGESC may contact Contract owners, including utilizing information received from them with respect to the Contract and pursuant to processing any claims and complaints under a Contract. The parties agree to cooperate fully in the investigation and processing of any complaint associated with the sale of the Contracts under this Agreement. 4. INDEMNIFICATION. Selling Group Member and Associated Agency agree to hold harmless and indemnify AGESC and AGL and each of their respective employees, controlling persons, officers or directors against any losses, expenses (including reasonable attorneys' fees and court costs), damages or liabilities to which AGESC and/or AGL or such affiliates, controlling persons, officers or directors become subject, under the 1933 Act, any applicable insurance laws or regulations or otherwise, insofar as such losses, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any performance, non-performance or breach of any warranty, representation or covenant of this Agreement by Selling Group Member, Associated Agency, and/or Sales Persons, or are based upon any alleged or untrue statement of Selling Group Member, Associated Agency or Sales Person other than statements contained in the AGL approved sales material for any Contract, or in the registration statement or prospectus for any Contract. AGL hereby agrees to indemnify and hold harmless Selling Group Member and Associated Agency and each of their respective employees, controlling persons, officers or directors against any losses, expenses (including reasonable attorneys' fees and court costs), damages or liabilities to which Selling Group Member and/or Associated Agency or such affiliates, controlling persons, officers or directors become subject, under the 1933 Act, the 1934 Act, the 1940 Act, any applicable insurance laws or regulations or otherwise, insofar as such losses, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon AGL's performance, non-performance or breach by AGL or AGESC of any warranty, representation or covenant of this Agreement, or are based upon any untrue statement contained in, or material omission from, the prospectus, the registration statement or the approved sales materials, if any, for any of the Contracts. 5 5. FIDELITY BOND. Associated Agency represents that all directors, officers, employees and Sales Persons of Associated Agency licensed pursuant to this Agreement or who have access to funds of AGL are and will continue to be covered by a blanket fidelity bond including coverage for larceny, embezzlement and other defalcation, issued by a reputable bonding company. This bond shall be maintained at Associated Agency's expense. Such bond shall be at least equivalent to the minimal coverage required under the Conduct Rules of FINRA and endorsed to extend coverage to life insurance and annuity transactions. Associated Agency acknowledges that AGL may require evidence that such coverage is in force and Associated Agency shall promptly give notice to AGL of any notice of cancellation or change of coverage. Associated Agency assigns any proceeds received from the fidelity bond company to AGL to the extent of AGL's loss due to activities covered by the bond. If there is any deficiency, Associated Agency will promptly pay AGL that amount on demand. Associated Agency indemnifies and holds harmless AGL from any deficiency and from the cost of collection. 6. LIMITATIONS ON AUTHORITY. The Contract forms are the sole property of AGL. No person other than AGL has the authority to make, alter or discharge any policy, Contract, certificate, supplemental contract or form issued by AGL. No party has the right to waive any provision with respect to any Contract or policy; give or offer to give, on behalf of AGL, any tax or legal advice related to the purchase of a Contract or policy, or make any settlement of any claim or bind AGL or any of its affiliates in any way. No person has the authority to enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of AGL except for appropriate authorized representatives. 7. ARBITRATION. The parties agree that any controversy between or among them arising out of their business or pursuant to this Agreement that cannot be settled by agreement shall be taken to arbitration as set forth herein. Such arbitration will be conducted according to the securities arbitration rules of FINRA then in effect. Arbitration may be initiated by serving or mailing a written notice. The arbitrators shall render a written opinion, specifying the factual and legal bases for the award, with a view to effecting the intent of this Agreement. The written opinion shall be signed by a majority of the arbitrators. In rendering the written opinion, the arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Texas. Accordingly, the written opinion of the arbitrators will be determined by the rule of law and not by equity. The decision of the majority of the arbitrators shall be final and binding on the parties and shall be enforced by the courts in Texas. 6 8. CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION. (A) Confidentiality. "Confidential Information" of a party shall mean all confidential or proprietary information, including trade secrets, expressions, ideas, business practices and Sales Persons of such party in any medium, as well as the terms of this Agreement, but shall not include NPI (as defined below) which is subject to separate provisions of this Agreement. For purposes of this Agreement and unless otherwise indicated, reference to each party shall include their affiliates, agents and contractors. All Confidential Information relating to a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own confidential or proprietary information, but in no case to a lesser extent than reasonable care under the circumstances requires. No party shall disclose, publish, release, transfer or otherwise make available Confidential Information of any other party in any form to, or for the use or benefit of, any person or entity without the other parties' consent. Each party shall, however, be permitted to disclose relevant aspects of the other parties' Confidential Information to its officers, agents, subcontractors and employees to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement; provided, however, that such party shall take all reasonable measures to ensure that Confidential Information of the other party or parties is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, subcontractors and employees. The obligations herein shall not restrict any disclosure by any party to (a) any governmental and "quasi-governmental" authority having jurisdiction over such party, pursuant to any applicable state or federal laws, or (b) by order of any court or government agency (provided that the disclosing party shall give prompt notice to the non-disclosing party or parties of such order) and (c) shall not apply with respect to Confidential Information which (1) is developed by the other party independently of the Confidential Information of the disclosing party without violating the disclosing party's proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into before the effective date of this Agreement, or (5) is rightfully received by a party free of any obligation of confidentiality. (B) Protection of Nonpublic Personal Information. (1) Definition of Nonpublic Personal Information. Nonpublic personal information of customers or consumers ("NPI") includes, but is not limited to, names, addresses, account balances, account numbers, account activity, social security numbers, taxpayer identification numbers, and sensitive, financial and health information. NPI includes information on each party's forms or in a database of any kind, 7 information created by each party, information collected by or on behalf of a party, and personally identifiable information derived from NPI. There may be instances where each party will have the same NPI that may be subject to different privacy policies and procedures according to the notices provided to the customer or consumer by the respective parties to the Agreement. (2) Disclosure and Use of NPI. All NPI that any party obtains as a result of this relationship shall not be used, disclosed, reused or redisclosed to any third party, except to carry out the purposes for which the information was disclosed or as otherwise permitted or required by law. All NPI of the other parties shall be held in confidence to the same extent and in at least the same manner as the holding party protects its own NPI, but in no case in a lesser manner than a reasonable degree of care under the circumstances. Each party shall be permitted to disclose relevant aspects of the other parties' NPI to its officers, agents, subcontractors and employees only to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under the Agreement; provided that such party shall take all reasonable measures to ensure that the NPI of the other party or parties is not disclosed or reproduced in contravention of the provisions of this Agreement by such party's officers, agents, subcontractors and employees. The obligations of this Agreement shall not restrict any disclosure by any party (a) to any governmental or "quasi' governmental" authority having jurisdiction thereon, pursuant to any applicable state or federal laws, or (b) by request or order of any court or government agency (provided that the disclosing party shall seek appropriate protections and provide prompt notice to the non-disclosing party or parties of such order that any other party will have a reasonable opportunity to oppose the disclosure, request or order). The obligations of this Agreement shall not apply to information which, without breach of obligation of confidentiality: (1) is independently developed by a party; (2) is or becomes publicly known; (3) is already known by such party as evidenced by the written records of such party; or (4) is obtained from an independent source. (3) Security of NPI. The parties further agree to establish and maintain policies and procedures reasonably designed to ensure the confidentiality and security of NPI. This shall include procedures to protect against any anticipated threats or hazards to the security or integrity of the information and unauthorized access to or use of the information. For reasonable cause, each party may audit the use or disclosure of NPI upon reasonable written notice to the other party. Each party will promptly advise the other parties of any breach of obligations of this Agreement with respect to NPI of which the breaching party is aware. 8 (4) Other Provisions. The parties agree that they shall abide by the provisions of the Gramm-Leach-Bliley Act and other applicable privacy laws and regulations and that the obligations described herein shall continue after termination of this Agreement. Any provision in this Agreement or any agreement that is inconsistent with the obligations herein shall be void. This Agreement comprises the entire agreement among the parties concerning NPI. There are no oral or implied promises or other obligations concerning said subject matter that have not been set forth herein. This Agreement may not be modified without a written agreement executed by all parties. 9. ANTI-MONEY LAUNDERING COMPLIANCE. Selling Group Member acknowledges that it is responsible for anti-money laundering compliance related to retail sales and servicing of Contracts conducted pursuant to this Agreement. Selling Group Member has established and implemented policies and procedures reasonably designed to discharge its obligations pursuant to applicable federal laws and regulations regarding money laundering, including applicable provisions of U.S. Public Law 107-56, the USA Patriot Act and specifically the regulations of the U.S. Department of the Treasury adopted pursuant to Section 352 of the USA Patriot Act, other applicable regulations of the U.S. Department of the Treasury, and the Executive Orders related to the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). Without limitation, the policies and procedures are designed to reasonably assure: (A) That Selling Group Member reasonably believes and believes in fact that all evidence of identity of a purchaser of a Contract furnished in connection with an application for the purchase of such Contract is genuine. (B) That Selling Group Member reasonably believes and believes in fact that no premium funds tendered for the purchase of a Contract directly or indirectly are derived from activities that may contravene U.S. federal, state or international laws or regulations. (C) That Selling Group Member reasonably believes and believes in fact that no applicant for a Contract ("Applicant"), nor any person controlling, controlled by or under common control with an Applicant, or a person for whom such Applicant is acting as agent or nominee in connection with the acquisition of such Contract, or who will have a beneficial interest in such Contract, is: (1) a country, territory, organization or person or entity named on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, as such list may be amended from time to time; (2) a person or entity that resides or has a place of business in a country or territory named on an OFAC list, or that is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, or whose premium funds tendered for the acquisition of such Contract are transferred from or through any such country or territory; 9 (3) a "foreign shell bank" as such term is described in 31 U.S.C. Section 5318(j) and U.S. Department of the Treasury regulations thereunder; (4) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the Secretary of the Treasury pursuant to 31 U.S.C. Section 5318A as a "jurisdiction of primary money laundering concern;" or, (5) a "senior foreign political figure," or a "family member" or "close associate" of such a senior foreign political figure within the meaning of the Guidance on Enhanced Scrutiny for Transactions that May Involve the Proceeds of Foreign Official Corruption issued by the U.S. Department of the Treasury or, if Selling Group Member has determined that an applicant or such other person is a "senior foreign political figure," or a "family member" or "close associate" of a senior foreign political figure, the broker dealer has diligently scrutinized the proposed purchase of the Contract by or for the benefit of such person. (D) Selling Group Member agrees to certify annually, if requested, that it has implemented and complied with its anti-money laundering obligations and will upon reasonable request provide documentation concerning its anti-money laundering policies, procedures and processes. 10. GENERAL PROVISIONS. (a) Waiver. Failure of any of the parties to promptly insist upon strict compliance with any of the obligations of any other party under this Agreement will not be deemed to constitute a waiver of the right to enforce strict compliance. (b) Independent Assignment. No assignment of this Agreement or of commissions or other payments under this Agreement shall be valid without prior written consent of AGL. Furthermore, except as provided below, this Agreement and any rights pursuant hereto shall be assignable only upon the written consent of all of the parties hereto. Except as and to the extent specifically provided in this Agreement, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, or their respective legal successors, any rights, remedies, obligations, or liabilities, or to relieve any person other than the parties hereto or their respective legal successors, from any obligations or liabilities that would otherwise be applicable. (c) Notice. Any notice pursuant to this Agreement may be given electronically (other than vocally by telephone) or by mail, postage paid, transmitted to the last address communicated by the receiving party to the other parties to this Agreement. 10 (d) Severability. To the extent this Agreement may be in conflict with any applicable law or regulation, this Agreement shall be construed in a manner consistent with such law or regulation. The invalidity or illegality of any provision of this Agreement shall not be deemed to affect the validity or legality of any other provision of this Agreement. (e) Amendment. This Agreement may be amended only in writing and signed by all parties. No amendment will impair the right to receive commissions accrued with respect to Contracts issued and applications procured prior to the amendment. (f) Entire Agreement. This Agreement together with such amendments as may from time to time be executed in writing by the parties, constitutes the entire agreement and understanding between the parties in respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. (g) Termination. This Agreement may be terminated by any party upon 30 days' prior written notice. It may be terminated for cause, defined as a material breach of this Agreement, by any party immediately. Termination of this Agreement shall not impair the right to receive commissions or service fees accrued prior to the termination except for a termination due to cause. (h) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas applicable to contracts made and to be performed in that state, without regard to principles of conflict of laws. 11 By signing below, the undersigned agree to have read and be bound by the terms and conditions of this Agreement. Date: --------------------- SELLING GROUP MEMBER: --------------------------------------------- (BROKER-DEALER) (TAX ID #) Address: --------------------------------------------- --------------------------------------------- Signature: --------------------------------------------- Name & Title: --------------------------------------------- ASSOCIATED AGENCY: --------------------------------------------- (PRIMARY INSURANCE AGENCY) (TAX ID #) Address: --------------------------------------------- --------------------------------------------- Signature: --------------------------------------------- Name & Title: --------------------------------------------- American General Equity Services Corporation 2727-A Allen Parkway Houston, TX 77019 Signature: --------------------------------------------- Name & Title: --------------------------------------------- American General Life Insurance Company 2727-A Allen Parkway Houston Texas 77019 Signature: --------------------------------------------- Name & Title --------------------------------------------- 12 SCHEDULE A (April 2, 2010) AMERICAN GENERAL LIFE INSURANCE COMPANY CONTRACTS COVERED BY THIS AGREEMENT VARIABLE LIFE INSURANCE CONTRACTS (SERVICING ONLY):
CONTRACT REGISTRATION FORMS SEPARATE CONTRACT NAME FORM NOS. AND NUMBERS ACCOUNT ------------------------------------------------------------------------------- .. AG Corporate Investor 99301 Form N-6 VL-R Nos. 811-08561 333-143072 .. AG Income Advantage VUL 07704 Form N-6 VL-R Nos. 811-08561 333-144594 .. AG Legacy Plus 99616 Form N-6 VL-R Nos. 811-08561 333-89897 .. Corporate America 99301 Form N-6 VL-R Nos. 811-08561 333-80191 .. Corporate Investor Select 08301 Form N-6 VL-R Nos. 811-08561 333-153093 .. Equibuilder T1735A Form N-6 VUL Nos. 811-05794 333-102301 .. Equibuilder II T1735 Form N-6 VUL-2 Nos. 811-06366 333-102300 .. Equibuilder III T1735 Form N-6 VUL-2 Nos. 811-06366 333-102299 .. Income Advantage Select 08704 Form N-6 VL-R Nos. 811-08561 333-151576 .. Platinum Investor I 97600 Form N-6 VL-R Nos. 811-08561 333-42567
13 SCHEDULE A (Continued) (April 2, 2010) VARIABLE LIFE INSURANCE CONTRACTS (SERVICING ONLY):
CONTRACT REGISTRATION FORMS SEPARATE CONTRACT NAME FORM NOS. AND NUMBERS ACCOUNT -------------------------------------------------------------------------------- .. Platinum Investor II 97610 Form N-6 VL-R Nos. 811-08561 333-103361 .. Platinum Investor III 00600 Form N-6 VL-R Nos. 811-08561 333-43264 .. Platinum Investor IV 04604 Form N-6 VL-R Nos. 811-08561 333-118318 .. Platinum Investor 03601 Form N-6 VL-R FlexDirector Nos. 811-08561 333-109613 .. Platinum Investor PLUS 02600 Form N-6 VL-R Nos. 811-08561 333-82982 .. Platinum Investor 99206 Form N-6 VL-R Survivor Nos. 811-08561 333-90787 .. Platinum Investor 01206 Form N-6 VL-R Survivor II Nos. 811-08561 333-65170 .. Platinum Investor VIP 05604 Form N-6 VL-R Nos. 811-08561 333-137817 .. Protection Advantage Select 07921 Form N-6 VL-R Nos. 811-08561 333-146948
14 SCHEDULE A (Continued) (April 2, 2010) VARIABLE ANNUITY CONTRACTS (SERVICING ONLY):
CONTRACT REGISTRATION FORMS SEPARATE CONTRACT NAME FORM NOS. AND NUMBERS ACCOUNT -------------------------------------------------------------------------------- .. The Chairman Variable Annuity T1575 Form N-4 VA-1 T1575Z Nos. 811-07781 333-102302 .. Generations Variable Annuity 95020 Form N-4 D 95021 Nos. 811-02441 033-43390 .. Platinum Investor Variable Annuity 98020 Form N-4 D Nos. 811-02441 333-70667
15
EX-99.(D)(3) 6 d419443dex99d3.txt SPECIMEN FORM OF MERGER ENDORSEMENT Exhibit (d)(3) AMERICAN GENERAL LIFE INSURANCE COMPANY MERGER ENDORSEMENT This Endorsement attaches to and forms a part of your Contract, Certificate or Policy ("Contract"). This Endorsement has been issued as a result of a merger on [DECEMBER 31, 2012] of the following companies: AMERICAN GENERAL ASSURANCE COMPANY, an Illinois life insurance company, AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE, a Delaware life insurance company, AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY, a Tennessee life insurance company, SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY, an Arizona life insurance company, SUNAMERICA LIFE INSURANCE COMPANY, an Arizona life insurance company, AND WESTERN NATIONAL LIFE INSURANCE COMPANY, a Texas life insurance company, WITH AND INTO AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas life insurance company. This is to certify that American General Life Insurance Company hereby assumes all risks, duties, and obligations as of the date of the merger for the insurance Contract issued by the life insurance companies identified above, the same as if it had been issued originally by American General Life Insurance Company. The risks, duties, and obligations as well as the terms and benefits under your Contract have not and will not change as a result of this merger. This Endorsement is effective [DECEMBER 31, 2012]. The Home Office of American General Life Insurance Company is located at, 2727-A Allen Parkway, Houston, Texas 77019. Signed for American General Life Insurance Company as of the effective date. /s/ Jay S. Wintrob -------------------------------- Jay S. Wintrob CEO & PRESIDENT AMERICAN GENERAL LIFE INSURANCE COMPANY IMPORTANT This Endorsement becomes a part of your Contract and should be attached to your Contract. All inquiries, purchase payments, premium payments, notices, claims or written requests related to your Contract should be directed to the [Administrative Office of American General Life Insurance Company 2727-A Allen Parkway, Houston, Texas 77019 (Mailing Address: P.O. Box 4373, Houston, TX 77210-4373). For customer assistance, you may call our toll-free telephone number, 1-800-445-7862.] L8204 (7/12) EX-99.(E)(1) 7 d419443dex99e1.txt APPLICATION FOR GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSUR. POLICY, # 14COLI400 EXHIBIT (e)(1) (AMERICAN GENERAL LOGO) -------------------------------------------------------------------------------- APPLICATION FOR GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY -------------------------------------------------------------------------------- 1. OWNER: ---------------------------------------------------------------------------- 2. ADDRESS: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- 3. TELEPHONE NO. / FACSIMILE NO: ______ - ______ - _______ / ______ - ______ - _______ 4. TAX I.D. NO.: -------------------------------------- 5. NATURE OF BUSINESS: ---------------------------------------------------------------------------- 6. PROPOSED EFFECTIVE DATE: _________________ _____, _______ Month Day Year 7. PROPOSED INSUREDS' ELIGIBILITY AND CLASSIFICATION: ---------------------------------------------------- 8. PROPOSED INSUREDS: Attached is a listing of Proposed Insureds, including the following information for each of them: [_] Social Security Number; [_] Date of Birth; [_] Gender; [_] Zip Code; either [_] the amount of Initial Premium, or [_] the Initial Face Amount of Insurance; [_] the Planned Premium; and [_] Riders, if any. 9. DEATH BENEFIT QUALIFICATION [_] Guideline Premium/Corridor Test METHOD: [_] Cash Value Accumulation Test 10. LIFE INSURANCE PROCEEDS [_] Option I: The Face Amount includes the Account Value. OPTION: The Life Insurance Proceeds for each Insured will be the (IRC Section 7702) higher of: the Face Amount; or, the Account Value as to the Insured multiplied by the Minimum Death Benefit factor for the Death Benefit Qualification Method selected above for the Attained Age at death. [_] Option II: The Face Amount is in addition to the Account Value. The Life Insurance Proceeds for each Insured will be the higher of: the Face Amount plus the Account Value; or, the Account Value as to the Insured multiplied by the Minimum Death Benefit factor for the Death Benefit Qualification Method selected above for the Attained Age at death. 11. INITIAL FACE AMOUNT OPTION: [_] (a)The Initial Face Amount will be calculated by the Company based on the initial premium amount for each Insured, as specified by the Owner; or, [_] (b)The Initial Face Amount will be specified by the Owner and the initial premium amount will be calculated by the Company.
14COLI400 Side 1 of 2 12. RIDERS (if any): -------------------------------------------- -------------------------------------------- -------------------------------------------- 13. PREMIUM FREQUENCY: ________[annual, unless otherwise specified] 14. BENEFICIARY: -------------------------------------------- (Name, Address, Tax I.D. Number) -------------------------------------------- -------------------------------------------- 15. ADDENDA AND SCHEDULES (if any): -------------------------------------------- -------------------------------------------- --------------------------------------------
THE UNDERSIGNED OWNER HEREBY MAKES APPLICATION TO AMERICAN GENERAL LIFE INSURANCE COMPANY FOR THE COVERAGE DESCRIBED ABOVE. NO COVERAGE UNDER THE POLICY WILL TAKE EFFECT, UNLESS AND UNTIL, WHILE EACH PROPOSED INSURED IS LIVING, THE APPLICATION IS APPROVED, THE FULL INITIAL PREMIUM IS PAID AND THE POLICY IS DELIVERED AND ACCEPTED BY THE OWNER. THE UNDERSIGNED OWNER REPRESENTS THAT IT HAS AN INSURABLE INTEREST IN THE LIVES OF THE PROPOSED INSUREDS AND THAT IT HAS COMPLIED WITH CONSENT REQUIREMENTS UNDER APPLICABLE LAW. THE UNDERSIGNED OWNER REPRESENTS THAT THE ANSWERS TO THE ABOVE QUESTIONS AND THE STATEMENTS MADE HEREIN AND IN ANY ADDENDA, SCHEDULES, AND ATTACHMENTS HERETO ARE TRUE AND CORRECT TO THE BEST OF HIS/HER KNOWLEDGE AND BELIEF, AND AGREES THAT THIS APPLICATION SHALL BE ATTACHED TO AND MADE A PART OF THE GROUP POLICY TO BE ISSUED BY THE COMPANY. SIGNED BY THE OWNER AT __________________________ (City, State) OWNER Signature: -------------------------------------------------------------------------------- Name: -------------------------------------------------------------------------------- Title: -------------------------------------------------------------------------------- Date: ______________________ ________, ------------------------------ Month Day Year AGENT Signature: -------------------------------------------------------------------------------- Name: -------------------------------------------------------------------------------- Title: -------------------------------------------------------------------------------- Date: ______________________ ________, ------------------------------ Month Day Year
14COLI400 Side 2 of 2
EX-99.(E)(2) 8 d419443dex99e2.txt FORM OF SUPPLEMENTAL APPLICATION FOR LIFE INSURANCE, FORM NO. 14GVSUP997 Exhibit (e)(2) AMERICAN GENERAL Life Companies 405 King Street, Wilmington, DE 19801 EXECUTIVE ADVANTAGE/SM/ PLEASE PRINT ALL ANSWERS SUPPLEMENTAL APPLICATION FOR LIFE INSURANCE 1. Proposed Last Name First Name Middle Initial 2. Date of Birth 3. Social Security Number Insured ________________________________________ _________________ _________________________
4. Allocation of premium (Must be in 1% increments and no less than 5% to any one fund. Total must equal 100%.) GUARANTEED ACCOUNT ____% AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) Invesco Van Kampen V.I. High Yield Fund ____% GOLDMAN SACHS VARIABLE INSURANCE TRUST Invesco Van Kampen V.I. American Value Fund ____% Strategic International Equity Fund ____% Structured U.S. Equity Fund ____% ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND Growth Portfolio - Class A ____% JPMORGAN INSURANCE TRUST Growth & Income Portfolio - Class A ____% Small Cap Core Portfolio ____% Large Cap Growth Portfolio - Class A ____% Small Cap Growth Portfolio - Class A ____% NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST AMT Large Cap Value Portfolio ____% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. VP Income & Growth Fund ____% PIMCO VARIABLE INSURANCE TRUST VP International Fund ____% High Yield Portfolio - Admin. Class ____% Long-Term U.S. Gov't Portfolio - Admin. Class ____% BLACKROCK VARIABLE SERIES FUNDS, INC. Real Return Portfolio - Admin. Class ____% BlackRock Basic Value V.I. Fund - Class I ____% Short-Term Portfolio - Admin. Class ____% BlackRock Capital Appreciation V.I. Fund - Class I ____% Total Return Portfolio - Admin. Class ____% BlackRock U.S. Government Bond V.I. Fund - Class I ____% BlackRock Value Opportunities V.I. Fund - Class I ____% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Emerging Markets Equity Portfolio - Class I ____% FIDELITY VARIABLE INSURANCE PRODUCTS Core Plus Fixed Income Portfolio - Class I ____% VIP Balanced Portfolio - Initial Class ____% Mid Cap Growth Portfolio - Class I ____% VIP Contrafund Portfolio - Initial Class ____% VIP Index 500 Portfolio - Initial Class ____% VALIC COMPANY I VIP Money Market Portfolio - Initial Class ____% International Equities Fund ____% Mid Cap Index Fund ____% FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS Small Cap Index Fund ____% Developing Markets Securities Fund - Class 2 ____% Foreign Securities Fund - Class 2 ____% VANGUARD VARIABLE INSURANCE FUND Growth Securities Fund - Class 2 ____% Total Bond Market Index Portfolio ____% Total Stock Market Index Portfolio ____%
NOTE: THE NET PREMIUM WILL BE ALLOCATED TO THE FIDELITY MONEY MARKET PORTFOLIO UNTIL THE END OF THE RIGHT TO EXAMINE THIS CERTIFICATE PERIOD. YES NO 5. Dollar Cost Averaging (Minimum of $2,000 must be allocated to the Fidelity Money Market Portfolio. If elected you must complete the Dollar Cost Averaging Plan Request Form.) [_] [_] 6. (a) Did the Owner receive current prospectuses? [_] [_] (b) Does the Owner understand that: The death benefit may increase or decrease depending on investment performance? [_] [_] The cash value may increase or decrease depending on investment performance? [_] [_] The Certificate will lapse if the cash surrender value becomes insufficient to cover the total monthly deductions? [_] [_] (c) Does the Owner believe that this Certificate will meet insurance needs and financial objectives? [_] [_]
14GVSUP997 7. Suitability What is the Owner's: Approximate net worth ------------------- Income earned ------------------- Income unearned ------------------- Number of dependents ------------------- Marginal tax bracket -------------------
Investment Objective(s) (check all that apply): Growth__ Growth and Income__ Income__ Capital Appreciation__ Speculation
I, the Owner, represent that the statements and answers in this supplemental application are written as made by me and are complete and true to the best of my knowledge and belief. Signed on ____________________________________ , 20______ Signature of Owner at__________________________ , State of____________________ -------------------------------------------- --------------------------------------------- Signature of Proposed Insured if not Owner Signature of Soliciting Agent (Parent if Proposed Insured is Age 15 or less)
14GVSUP997
EX-99.(E)(3) 9 d419443dex99e3.txt FORM OF SUBACCOUNT TRANSFER REQUEST FORM Exhibit (e)(3) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ SUBACCOUNT TRANSFER REQUEST Policy Number: ____________________ Policyholder: ____________________________________________ (Last Name, First Name, Middle Name) Insured: ______________________________________ Social Security No.: _______-_______-________ (Last Name, First Name, Middle Name)
. Restrictions on Subaccount Transfers are shown in the Certificate and Certificate Information pages. . The Policyholder may make 12 free transfers during a Certificate Year. A $25 transfer charge may be imposed on each subsequent transfer. . Transfers from the Guaranteed Account may be made to a Subaccount(s) only during the 60 day period that is 30 days before and 30 days after the end of each Certificate Anniversary. . Transfers must be in whole dollars or whole percentages. Circle + for transfer into fund. Circle (-) for transfer out of fund.
Amount Percent Amount Percent ------ ----------- ------ ----------- GUARANTEED ACCOUNT + (-) $_____ __% AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) GOLDMAN SACHS VARIABLE INSURANCE TRUST Invesco Van Kampen V.I. High Yield Fund + (-) $_____ __% Strategic International Equity Fund + (-) $_____ __% Invesco Van Kampen V.I. American Value Fund + (-) $_____ __% Structured U.S. Equity Fund + (-) $_____ __% ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. JPMORGAN INSURANCE TRUST Growth Portfolio + (-) $_____ __% Small Cap Core Portfolio + (-) $_____ __% Growth and Income Portfolio + (-) $_____ __% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Large Cap Growth Portfolio + (-) $_____ __% Core Plus Fixed Income Portfolio + (-) $_____ __% Small Cap Growth Portfolio + (-) $_____ __% Emerging Markets Equity Portfolio + (-) $_____ __% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Mid Cap Growth Portfolio + (-) $_____ __% VP Income & Growth Fund + (-) $_____ __% NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST VP International Fund + (-) $_____ __% AMT Large Cap Value Portfolio + (-) $_____ __% BLACKROCK VARIABLE SERIES FUNDS, INC. PIMCO VARIABLE INSURANCE TRUST BlackRock Basic Value V.I. Fund + (-) $_____ __% High Yield Portfolio + (-) $_____ __% BlackRock Capital Appreciation V.I. Fund + (-) $_____ __% Long Term U.S. Government Portfolio + (-) $_____ __% BlackRock U.S. Government Bond V.I. Fund + (-) $_____ __% Real Return Portfolio + (-) $_____ __% BlackRock Value Opportunities V.I. Fund + (-) $_____ __% Short-Term Portfolio + (-) $_____ __% FIDELITY VARIABLE INSURANCE PRODUCTS Total Return Portfolio + (-) $_____ __% VIP Balanced Portfolio + (-) $_____ __% VANGUARD VARIABLE INSURANCE FUND VIP Contrafund Portfolio + (-) $_____ __% Total Bond Market Index Portfolio + (-) $_____ __% VIP Index 500 Portfolio + (-) $_____ __% Total Stock Market Index Portfolio + (-) $_____ __% VIP Money Market Portfolio + (-) $_____ __% VALIC COMPANY I FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST International Equities Fund + (-) $_____ __% Developing Markets Securities Fund - Class 2 + (-) $_____ __% Mid Cap Index Fund + (-) $_____ __% Growth Securities Fund - Class 2 + (-) $_____ __% Small Cap Index Fund + (-) $_____ __% Foreign Securities Fund - Class 2 + (-) $_____ __%
As Policyholder, I represent that the statements and answers in this Subaccount Transfer request are written as made by me and are complete and true to the best of my knowledge and belief. ---------------------------------------------- -------------------------------------------------------- Signature of Insured Signature of Policyholder (if other than Insured) ____________________________ __, 20_____ Date Signed
Transfer, Executive Advantage/SM/, 09/12
EX-99.(E)(4) 10 d419443dex99e4.txt FORM OF PREMIUM ALLOCATION FORM Exhibit (e)(4) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ PREMIUM ALLOCATION Policy Number: ____________________ Policyholder: ____________________________________________ (Last Name, First Name, Middle Name) Insured: ________________________________________ Social Security No.: _______-_______-________ (Last Name, First Name, Middle Name)
[_] I revoke my current Premium Allocation and direct that all future premiums be invested as described below. Allocation of Premium
Percent ------- GUARANTEED ACCOUNT _______% AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) GOLDMAN SACHS VARIABLE INSURANCE TRUST Invesco Van Kampen V.I. High Yield Fund _______% Strategic International Equity Fund _______% Invesco Van Kampen V.I. American Value Fund _______% Structured U.S. Equity Fund _______% ALLIANCE BERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. JPMORGAN INSURANCE TRUST Growth Portfolio _______% Small Cap Core Portfolio _______% Growth and Income Portfolio _______% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Large Cap Growth Portfolio _______% Core Plus Fixed Income Portfolio _______% Small Cap Growth Portfolio _______% Emerging Markets Equity Portfolio _______% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Mid Cap Growth Portfolio _______% VP Income & Growth Fund _______% NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST VP International Fund _______% AMT Large Cap Value Portfolio _______% BLACKROCK VARIABLE SERIES FUNDS, INC. PIMCO VARIABLE INSURANCE TRUST BlackRock Basic Value V.I. Fund _______% High Yield Portfolio _______% BlackRock Capital Appreciation V.I. Fund _______% Long-Term U.S. Government Portfolio _______% BlackRock U.S. Government Bond V.I. Fund _______% Real Return Portfolio _______% BlackRock Value Opportunities V.I. Fund _______% Short-Term Portfolio _______% FIDELITY VARIABLE INSURANCE PRODUCTS Total Return Portfolio _______% VIP Balanced Portfolio _______% VANGUARD VARIABLE INSURANCE FUND VIP Contrafund Portfolio _______% Total Bond Market Index Portfolio _______% VIP Index 500 Portfolio _______% Total Stock Market Index Portfolio _______% VIP Money Market Portfolio _______% VALIC COMPANY I FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST International Equities Fund _______% Developing Markets Securities Fund - Class 2 _______% Mid Cap Index Fund _______% Foreign Securities Fund - Class 2 _______% Small Cap Index Fund _______% Growth Securities Fund - Class 2 _______%
As Policyholder, I represent that: a) the statements and answers in this Premium Allocation are written as made by me and are complete and true to the best of my knowledge and belief. b) I have received copies of the current prospectuses. c) I understand that the Death Benefit and Cash Surrender Value may increase or decrease depending on investment performance. d) I understand that the Policy will lapse if Net Cash Surrender Value becomes insufficient to cover monthly deductions. e) I believe that this Policy will meet my insurance needs and financial objectives. ---------------------------------------------- -------------------------------------------------------- Signature of Insured Signature of Policyholder (If other than Insured) ____________________________ __, 2______ Date Signed
Premium Allocation, Executive Advantage/SM/, 09/12
EX-99.(E)(5) 11 d419443dex99e5.txt FORM OF LOAN/SURRENDER REQUEST FORM Exhibit (e)(5) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ LOAN / SURRENDER REQUEST Policy Number: ____________________ Policyholder: ____________________________________________ (Last Name, First Name, Middle Name) Insured: ______________________________________ Social Security No.: _______-_______-________ (Last Name, First Name, Middle Name)
LOAN REQUEST . Interest will accrue daily on any outstanding loan at an annual interest rate as indicated in the specifications. [_] Maximum Amount Available (may vary by Subaccount) [_] $ __________ in cash or maximum amount available, if less SURRENDER REQUEST [_] Full surrender (original policy or lost policy affidavit must be enclosed) [_] Partial surrender in the amount of $ __________ or for ______% of cash surrender value . No more than two (2) surrenders may be made during each Certificate Year. . An expense charge and/or a surrender charge may be assessed according to the Certificate. . You can direct below how the loan or partial surrender will be deducted from the unloaned portion of the Guaranteed Account and the Subaccounts. If you provide no directions, the loan or partial surrender amount will be deducted from the unloaned portion of the Guaranteed Account and the Subaccounts on a pro rata basis.
Amount Percent Amount Percent -------- ------- -------- ------- GUARANTEED ACCOUNT $_______ ___% AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS) Invesco Van Kampen V.I. High Yield Fund $_______ ___% Strategic International Equity Fund $_______ ___% Invesco Van Kampen V.I. American Value Fund $_______ ___% Structured U.S. Equity Fund $_______ ___% ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES FUND, INC. JPMORGAN INSURANCE TRUST Growth Portfolio $_______ ___% Small Cap Core Portfolio $_______ ___% Growth and Income Portfolio $_______ ___% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Large Cap Growth Portfolio $_______ ___% Core Plus Fixed Income Portfolio $_______ ___% Small Cap Growth Portfolio $_______ ___% Emerging Markets Equity Portfolio $_______ ___% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Mid Cap Growth Portfolio $_______ ___% VP Income & Growth Fund $_______ ___% NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST VP International Fund $_______ ___% AMT Large Cap Value Portfolio $_______ ___% BLACKROCK VARIABLE SERIES FUNDS, INC. PIMCO VARIABLE INSURANCE TRUST BlackRock Basic Value V.I. Fund $_______ ___% High Yield Portfolio $_______ ___% BlackRock Capital Appreciation V.I. Fund $_______ ___% Long -Term U.S. Government Portfolio $_______ ___% BlackRock U.S. Government Bond V.I. Fund $_______ ___% Real Return Portfolio $_______ ___% BlackRock Value Opportunities V.I. Fund $_______ ___% Short-Term Portfolio $_______ ___% FIDELITY VARIABLE INSURANCE PRODUCTS Total Return Portfolio $_______ ___% VIP Balanced Portfolio $_______ ___% VANGUARD VARIABLE INSURANCE FUND VIP Contrafund Portfolio $_______ ___% Total Bond Market Index Portfolio $_______ ___% VIP Index 500 Portfolio $_______ ___% Total Stock Market Index Portfolio $_______ ___% VIP Money Market Portfolio $_______ ___% VALIC COMPANY I FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST International Equities Fund $_______ ___% Developing Markets Securities Fund - Class 2 $_______ ___% Mid Cap Index Fund $_______ ___% Foreign Securities Fund - Class 2 $_______ ___% Small Cap Index Fund $_______ ___% Growth Securities Fund - Class 2 $_______ ___%
As Policyholder, I represent that the statements and answers in this Loan / Surrender request are written as made by me and are complete and true to the best of my knowledge and belief. In the event of a full surrender, I surrender all rights to this policy and state that no bankruptcy or insolvency proceeding is pending with respect to me. ---------------------------------------------- -------------------------------------------------------- Signature of Insured Signature of Policyholder (If other than Insured) _____________________________ __, 20_____ Date Signed
Loan/Surrender; Executive Advantage/SM/, 09/12
EX-99.(E)(6) 12 d419443dex99e6.txt FORM OF DOLLAR COST AVERAGING REQUEST FORM Exhibit (e)(6) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ DOLLAR COST AVERAGING REQUEST Policy Number: ____________________ Policyholder: ______________________________________________________________ (Last Name, First Name, Middle Name) Insured: _______________________________ Social Security No.: _______-_______-________ (Last Name, First Name, Middle Name)
For the purpose of Dollar Cost Averaging, I hereby authorize monthly transfers from my Money Market Subaccount into other Subaccounts as indicated below. Allocation of premium (Must be in 1% increments and no less than 5% to any one fund. Total must equal 100%.) GUARANTEED ACCOUNT ___% AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) GOLDMAN SACHS VARIABLE INSURANCE TRUST Invesco Van Kampen V.I. High Yield Fund ___% Strategic International Equity Fund ___% Invesco Van Kampen V.I. American Value Fund ___% Structured U.S. Equity Fund ___% ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND JPMORGAN INSURANCE TRUST Growth Portfolio - Class A ___% Small Cap Core Portfolio ___% Growth & Income Portfolio - Class A ___% Large Cap Growth Portfolio - Class A ___% NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST Small Cap Growth Portfolio - Class A ___% AMT Large Cap Value Portfolio ___% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. PIMCO VARIABLE INSURANCE TRUST VP Income & Growth Fund ___% High Yield Portfolio - Admin. Class ___% VP International Fund ___% Long-Term U.S. Gov't Portfolio - Admin. Class ___% Real Return Portfolio - Admin. Class ___% BLACKROCK VARIABLE SERIES FUNDS, INC. Short-Term Portfolio - Admin. Class ___% BlackRock Basic Value V.I. Fund - Class I ___% Total Return Portfolio - Admin. Class ___% BlackRock Capital Appreciation V.I. Fund - Class I ___% BlackRock U.S. Government Bond V.I. Fund - Class I ___% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. BlackRock Value Opportunities V.I. Fund - Class I ___% Emerging Markets Equity Portfolio - Class I ___% Core Plus Fixed Income Portfolio - Class I ___% FIDELITY VARIABLE INSURANCE PRODUCTS Mid Cap Growth Portfolio - Class I ___% VIP Balanced Portfolio - Initial Class ___% VIP Contrafund Portfolio - Initial Class ___% VALIC COMPANY I VIP Index 500 Portfolio - Initial Class ___% International Equities Fund ___% VIP Money Market Portfolio - Initial Class ___% Mid Cap Index Fund % Small Cap Index Fund ___% FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS T TRUST Developing Markets Securities Fund - Class 2 ___% VANGUARD VARIABLE INSURANCE FUND Foreign Securities Fund - Class 2 ___% Total Bond Market Index Portfolio ___% Growth Securities Fund - Class 2 ___% Total Stock Market Index Portfolio ___%
Dollar Cost Averaging Executive Advantage 09/12 Select one transfer option: [_] $______________ per month. Automatic transfers will continue until my balance in the Money Market Subaccount is depleted. [_] Entire current balance in the Money Market Subaccount over ____________ months (maximum 24). I understand that If I elect Dollar Cost Averaging in conjunction with my Application, automatic transfers will be effective as of the first Monthly Anniversary following the end of the Free Look Period. Otherwise, automatic transfers will be effective as of the second Monthly Anniversary following your receipt of my request. I understand that the use of Dollar Cost Averaging does not guarantee investment gains or protect against loss in a declining market. I understand that automatic transfers will remain in effect until one of the following occurs: 1. My balance in the Money Market Subaccount is depleted; 2. You receive my written request to cancel future transfers; 3. You receive notification of the Insured's death; 4. The Policy ends without value; or 5. I submit a new Dollar Cost Averaging Request form. As Policyholder, I represent that the statements and answers in this Dollar Cost Averaging request are written as made by me and are complete and true to the best of my knowledge and belief. ---------------------------------------------- -------------------------------------------------------- Signature of Insured Signature of Policyholder (if other than Insured) ___________________________ ____, 20___ Date Signed
Dollar Cost Averaging Executive Advantage 09/12
EX-99.(E)(7) 13 d419443dex99e7.txt FORM OF REALLOCATION AND REBALANCING REQUEST FORM Exhibit (e)(7) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ REALLOCATION and REBALANCING REQUEST Insured: _________________________________ Policyholder: ___________________________________________ (Last Name, First Name, Middle Name) (Last Name, First Name, Middle Name)
Policy Number: ____________________ Social Security No.: ____-____-______ . Restrictions on Subaccount Transfers are shown in the Certificate and Certificate Information pages. . The Policyholder may make 12 free transfers during a Certificate Year. A $25 transfer charge may be imposed on each subsequent transfer. . Transfers from the Guaranteed Account may be made to a Subaccount(s) only during the 60 day period that is 30 days before and 30 days after the end of each Certificate Anniversary. . Transfers must be in whole dollars or whole percentages. Please rebalance the subaccounts to achieve the percentages indicated below. I understand that the subaccounts will only achieve these percentages on the date the transfers occur. Future charges and investment results will cause the balances to change. This form will also change future premium payments to be allocated as indicated below, until changed by the Owner. Percent GUARANTEED ACCOUNT _______% ------- AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) GOLDMAN SACHS VARIABLE INSURANCE TRUST Invesco Van Kampen V.I. High Yield Fund _______% Strategic International Equity Fund _______% Invesco Van Kampen V.I. American Value Fund _______% Structured U.S. Equity Fund _______% ALLIANCE BERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. JPMORGAN INSURANCE TRUST Growth Portfolio _______% Small Cap Core Portfolio _______% Growth and Income Portfolio _______% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Large Cap Growth Portfolio _______% Core Plus Fixed Income Portfolio _______% Small Cap Growth Portfolio _______% Emerging Markets Equity Portfolio _______% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Mid Cap Growth Portfolio _______% VP Income & Growth Fund _______% NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST VP International Fund _______% AMT Large Cap Value Portfolio _______% BLACKROCK VARIABLE SERIES FUNDS, INC. PIMCO VARIABLE INSURANCE TRUST BlackRock Basic Value V.I. Fund _______% High Yield Portfolio _______% BlackRock Capital Appreciation V.I. Fund _______% Long-Term U.S. Government Portfolio _______% BlackRock U.S. Government Bond V.I. Fund _______% Real Return Portfolio _______% BlackRock Value Opportunities V.I. Fund _______% Short-Term Portfolio _______% FIDELITY VARIABLE INSURANCE PRODUCTS Total Return Portfolio _______% VIP Balanced Portfolio _______% VANGUARD VARIABLE INSURANCE FUND VIP Contrafund Portfolio _______% Total Bond Market Index Portfolio _______% VIP Index 500 Portfolio _______% Total Stock Market Index Portfolio _______% VIP Money Market Portfolio _______% VALIC COMPANY I FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST International Equities Fund _______% Developing Markets Securities Fund - Class 2 _______% Mid Cap Index Fund _______% Foreign Securities Fund - Class 2 _______% Small Cap Index Fund _______% Growth Securities Fund - Class 2 _______%
--------------------------------------------- ---------------------------------------------------------- Signature of Insured Signature of Policyholder (if other than Insured)
__________________________ ______, 20______ Date Signed Rebalance, Executive Advantage/SM/, 09/12
EX-99.(E)(8) 14 d419443dex99e8.txt FORM OF AUTOMATIC REBALANCING REQUEST Exhibit (e)(8) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ AUTOMATIC REBALANCING REQUEST Policy Number: ________________________ Policyholder: ___________________________________________ (Last Name, First Name, Middle Name)
Insured: ____________________________________________ Social Security No.: _______-_______-________ (Last Name, First Name, Middle Name)
For the purpose of Rebalancing, I hereby authorize transfers from my Guaranteed Account and Subaccounts into other Subaccounts at the following frequency, as measured from the policy anniversary: [_] Monthly [_] Quarterly [_] Semi-annually [_] Annually Following are rebalanced percentages after the transfer:
Percent ------- GUARANTEED ACCOUNT ______% AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) GOLDMAN SACHS VARIABLE INSURANCE TRUST Invesco Van Kampen V.I. High Yield Fund ______% Strategic International Equity Fund ______% Invesco Van Kampen V.I. American Value Fund ______% Structured U.S. Equity Fund ______% ALLIANCE BERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. JPMORGAN INSURANCE TRUST Growth Portfolio ______% Small Cap Core Portfolio ______% Growth and Income Portfolio ______% THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Large Cap Growth Portfolio ______% Core Plus Fixed Income Portfolio ______% Small Cap Growth Portfolio ______% Emerging Markets Equity Portfolio ______% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Mid Cap Growth Portfolio ______% VP Income & Growth Fund ______% NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST VP International Fund ______% AMT Large Cap Value Portfolio ______% BLACKROCK VARIABLE SERIES FUNDS, INC. PIMCO VARIABLE INSURANCE TRUST BlackRock Basic Value V.I. Fund ______% High Yield Portfolio ______% BlackRock Capital Appreciation V.I. Fund ______% Long-Term U.S. Government Portfolio ______% BlackRock U.S. Government Bond V.I. Fund ______% Real Return Portfolio ______% BlackRock Value Opportunities V.I. Fund ______% Short-Term Portfolio ______% FIDELITY VARIABLE INSURANCE PRODUCTS Total Return Portfolio ______% VIP Balanced Portfolio ______% VANGUARD VARIABLE INSURANCE FUND VIP Contrafund Portfolio ______% Total Bond Market Index Portfolio ______% VIP Index 500 Portfolio ______% Total Stock Market Index Portfolio ______% VIP Money Market Portfolio ______% VALIC COMPANY I FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST International Equities Fund ______% Developing Markets Securities Fund- Class 2 ______% Mid Cap Index Fund ______% Foreign Securities Fund- Class 2 ______% Small Cap Index Fund ______% Growth Securities Fund - Class 2 ______%
--------------------------------------- ----------------------------------------------------------- Signature of Insured Signature of Policyholder (if other than Insured)
_______________________________________ ___, 20___ Date Signed Automatic Rebalance, Executive Advantage/SM/, 09/12
EX-99.(G)(1) 15 d419443dex99g1.txt REINSURANCE AGREEMENT BETWEEN AIG LIFE & SWISS RE LIFE & HEALTH AMERICA INC. Exhibit (g)(1) #0766101 AUTOMATIC REINSURANCE AGREEMENT NO. AIGSW0302 between AIGLife Insurance Company Of Wilmington, Delaware As Ceding Company: referred to as You and Your, and the Ceding Company and Swiss Re Life & Health America Inc. of Stamford, Connecticut as Reinsurer. referred to as We, Us, Our, and the Reinsurer TABLE OF CONTENTS Article I - Scope of the Agreement 1.1 Parties to the Agreement 1.2 Effective Date of the Agreement 1.3 Scope of the Agreement 1.4 Duration of the Agreement Article II - Reinsurance Coverage 2.1 Automatic Reinsurance 2.2 Facultative Reinsurance 2.3 Basis of Reinsurance Article III - Procedures 3.1 Automatic Reinsurance 3.2 Facultative Reinsurance 3.3 Policy Expenses 3.4 Reference Materials Article IV - Liability 4.1 Automatic Reinsurance 4.2 Facultative Reinsurance 4.3 Conditional Receipt Liability 4.4 Continuation of Liability Article V - Reinsurance Rates and Payments 5.1 Reinsurance Rates 5.2 Payments 5.3 Tax reimbursements 5.4 Experience Refund Article VI - Right of Offset Article VII - Changes to the Reinsurance 7.1 Errors and Oversights 7.2 Misstatement of Age of Sex 7.3 Changes to the Underlying Policy 7.4 Reductions, Terminations and Reinstatements Article VIII - Recapture 8.1 Basis of Recapture 8.2 Method of Recapture Article IX - Claims 9.1 Notice of Claims 9.2 Settlement of Claims 9.3 Contestable Claims 9.4 Claim Expenses 9.5 Extra Contractual Damages 2 Article X - Arbitration 10.1 Basis for Arbitration 10.2 Negotiation 10.3 Arbitration Proceedings Article XI - Insolvency Article XII - Inspection of Records Article XIII - Letter of Credit Article XIV - Execution of the Agreement Exhibits A Reinsurance Coverage B Reinsurance Rates and Allowances B-1 Rates for Life Reinsurance C Reinsurance Reporting Forms and Reinsurance Administration D Conditional Receipt Liability E Letter of Credit 3 ARTICLE I - SCOPE OF THE AGREEMENT 1. Parties to the Agreement The ceding company and the reinsurer mutually agree to transact reinsurance according to the terms of this Agreement. This Agreement is for indemnity reinsurance and the ceding company and the reinsurer are the only parties to the Agreement. There will be no right or legal relationship whatsoever between the reinsurer and any other person having an interest of any kind in policies reinsured under this Agreement. 2. Effective Date of the Agreement This Agreement will go into effect at 12:01 a.m. as of the dates listed in Exhibit A and will cover policies effective on and after that date. 3. Scope of the Agreement The test of this Agreement and all Exhibits, Schedules and Amendments are considered to be the entire agreement between the parties. Exhibits and Schedules override the text of this agreement. There are no other understandings or agreements between the parties regarding the policies reinsured other than as expressed in this Agreement. The parties may make changes or additions to this Agreement, but they will not be considered to be in effect unless the are made by means of a written amendment, which has been signed by the ceding company and the reinsurer. 4. Duration of the Agreement The duration of this Agreement will be unlimited. However the ceding company or the reinsurer may terminate the Agreement at any time by giving the other ninety days prior written notice. We will continue to accept new reinsurance during the ninety-day period. Existing reinsurance will not be affected by the termination of this Agreement for new reinsurance. Existing reinsurance will remain in force until the termination or expiry of the underlying policy on which reinsurance is based, as long as you continue to pay reinsurance premiums as shown in Article V (Reinsurance Rates and Payments.) However, we will not be liable for any claims or premium refunds which are not reported to us within one hundred eighty days following the termination or expiry of the last cession reinsured under this Agreement. ARTICLE II - REINSURANCE COVERAGE 1. Automatic Reinsurance We will accept automatically reinsurance of life benefits for your individually underwritten ordinary life policies on any permanent resident of the United States or Canada, in agreement with (the provisions shown in Exhibit A (Reinsurance Coverage). We will also accept automatically reinsurance of riders and supplementary benefits written with the covered life benefits, but only to the extent that the riders and supplementary benefits are specifically shown in Exhibit A (Reinsurance Coverage). 4 You have the right to modify your retention limits shown in Exhibit A (Reinsurance Coverage), Part II at any time. If your retention limits are reduced as a result of the modification, you will need to notify us in writing before you can cede reinsurance on the basis of the reduced retention limits. We will prepare a treaty amendment, which will serve as our written approval of the reduction. We reserve, the right to amend the Automatic Acceptance Limits shown in Exhibit A (Reinsurance Coverage) if you modify your retention limits. We also reserve the right to modify the Automatic Acceptance Limits. If you elect to participate in another arrangement or arrangements to secure additional automatic binding capacity. Changes in your issue limits of underwriting guidelines will be subject to our review. Automatic reinsurance coverage will not be available in the following situations: 1. The policy has been submitted on a facultative, facultative obligatory or initial inquiry basis to us or to any other reinsurer; 2. The risk is categorized as a "Jumbo Risk", where your underwriting papers indicate that the total life insurance in force and applied for on the insured's life exceeds the Jumbo Limit shown in Exhibit A; 3. The policy is part of any special program that you offer, including: a) Experimental or limited retention programs, including but not limited to cancer, diabetes, aviation or coronary risks; b) External replacement and/or conversion programs, including those with affiliates, other than contractual conversions or exchanges of the original policy, 4. You have retained an amount less than your stated pool percentage limit. 5. The policy is a result of a conversion from group insurance, unless we agree otherwise. 6. The risk is not fully underwritten or any risk where you have not followed your usual underwriting practices. 2. Facultative Reinsurance If you wish to submit a risk not covered automatically under this Agreement, or if you wish our advice on any application, you may submit and we will consider the risk on a facultative basis. 3. Basis of Reinsurance Life reinsurance under this Agreement will be on the basis shown in Exhibit A for the net amount at risk on the portion of the original policy that is reinsured with us. 5 The net amount at risk for any policy period will be calculated according to Exhibit B (Reinsurance Rates and Allowances). Riders or supplementary benefits ceded with life benefits will be reinsured as shown in Exhibit B. Any difference* in the net amount at risk calculation for these benefits wilt be shown in Exhibit B. ARTICLE III - PROCEDURES 1. Automatic Reinsurance No individual notification will be necessary for placing automatic reinsurance. Subject to Article V (Reinsurance Rates and Payments) and Exhibit C (Reinsurance Reporting Forms and Reinsurance Administration), new business or changes to existing reinsurance will be shown on your periodic billing report. 2. Facultative Reinsurance When you wish to submit a risk for facultative consideration, you will send us a reinsurance application form together with copies of all the information you have regarding the insurability of the risk. We will review the information and promptly notify you of our decision. After we have made an unconditional offer to reinsure a risk, no individual notification of your acceptance will be necessary. You will confirm your acceptance of our offer and the placement of the reinsurance on your periodic billing report. Your confirmation must be made no later than the termination date we specify in our acceptance of the risk. Our offer may remain open beyond the termination date shown in our acceptance if you give us a written request for an extension and we give you our written approval of the request. If an extension is granted, the offer will terminate automatically on the expiry date shown in our written approval of the extension. 3. Policy Expenses You will bear the expenses of all medical examinations, inspection fees and other charges incurred in connection with policy issues, reinstatements or re-entries. 4. Reference Materials Upon request you will provide us with any reference materials which we may require for proper administration of reinsurance ceded under this Agreement. ARTICLE IV - LIABILITY 1. Automatic Reinsurance Our liability for reinsurance placed automatically under this Agreement will begin and end simultaneously with your liability for the underlying policy on which reinsurance is based. 6 2. Facultative Reinsurance Our liability for facultative reinsurance will begin and end simultaneously with your liability for the underlying policy on which reinsurance is based when we have given you an unconditional offer to reinsure the risk you have indicated your acceptance of our offer on the periodic billing report, provided that the acceptance date ii before the expiry date shown on our offer. If our offer depends on your approval of further information about the insurability of the risk, we will have no liability unless you have requested and approved the information and documented your policy file accordingly. 3. Conditional Receipt Liability Our liability for losses under the terms of a Conditional Receipt or Temporary Insurance Receipt is shown in Exhibit D (Conditional Receipt Liability). 4, Continuation of Liability Continuation of our liability is conditioned on your payment of reinsurance premiums as shown in Article V (Reinsurance Rates and Payments) and is subject to Article VII (Changes to the Reinsurance) and Article VII (Recapture). ARTICLE V REINSURANCE RATES AND PAYMENTS 1. Reinsurance Rates Reinsurance rates that you will pay us for business covered under this Agreement are shown in Exhibit B. The reinsurance rate payable for any cession for any accounting period will be calculated on the basis of tip net amount at risk ensured as of that period. If the original policy is issued with interim insurance, you will pay us a reinsurance rate for the interim period that is the same percentage of the first year premium that the interim period bears to twelve months. The rate that you pay us for the first policy year after the interim period will be calculated on the basis of the full annual reinsurance rate. Procedures and details of reinsurance rate calculation for any benefits or riders ceded under this Agreement are shown in Exhibit B. All financial transactions under this Agreement will be in United States dollars unless the ceding company and the reinsurer mutually agree to use other currencies. Specifications of the currencies and details of currency conversion procedures will be shown in Exhibit B if necessary. 2. Payments You will self-administer the periodic reporting of your statements of account and payment of balances due to us as shown in Exhibit C. 7 Within thirty days after the close of each reporting period, you will send us a statement of account for that period along with payment of the full balance due. If the statement of account shows a balance due you, we will remit that amount to you within a thirty days of our receipt of the statement of account. Your timely payment of reinsurance premiums is a condition precedent to our continued liability. If you have not paid the balance due us by the thirty-first day following the close of the reporting period, we have the right to give you thirty days' written notice of our intention to terminate the reinsurance on which the balance is due and unpaid. At the end of this thirty day period, our liability will automatically terminate for all reinsurance on which balances remain due and unpaid, including reinsurance on which balances became due and unpaid during and after the thirty-day notice period. Even though we have terminated the reinsurance, you will continue to be liable for the payment of unpaid balances along with interest charges calculated from the due date shown above to the date of payment. The interest rate payable will be the same that we charge for delinquent premiums on our individual life insurance policies. You may reinstate reinsurance terminated for non-payment of balances due at any time within sixty days of the date of termination, by paying us all balances due and interest charged in full. However, we will have no liability for claims incurred between the termination date and the reinstatement date. 3. Tax Reimbursements Details of any reimbursement of premium taxes that you pay on behalf of reinsurance payments to us are shown in Exhibit B. The ceding company and the reinsurer mutually agree to the following pursuant to Section J.848-2 (g) (8) of the Income Tax Regulation issued December 29, 1992 under Section 848 of the Internal Revenue Code of 1986, as amended. This election will be effective for all taxable years for which this Agreement remains in effect. The terms used in this Section are defined in Regulation Section 1.849-2 in effect as of December 29,1992. The term "net consideration" will refer to either net consideration as defined in Section 1.8482 (f) or "gross premium and other consideration" as defined in Section 1.848-3 (b) as appropriate. a) The party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the General Deductions Limitation of IRC Section 848(c)(1). b) The ceding company and the reinsurer mutually agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. The ceding company and the reinsurer also mutually agree to exchange information otherwise required by the Internal Revenue Service. 4. Experience Refund Details of any Experience Refund payable to you will be shown in Exhibit B. 8 ARTICLE VI - RIGHT OF OFFSET The Company and the Reinsurer will have the right to offset any balance or balances whether on account of premiums, allowances or claims due from one party to the other, under this Agreement or under any other reinsurance agreement between the Company and the Reinsurer. The right of offset will not be affected or diminished because of the insolvency of either party. ARTICLE VII - CHANGES TO THE REINSURANCE 1. Errors and Oversights If either of us foil to comply with any of the provisions of this Agreement because of an unintentional oversight or misunderstanding, the underlying status of this Agreement will not be changed. Both of us will be restored to the position we would have occupied had no such oversight nor misunderstanding occurred. 2. Misstatement of Age or Sex If the misstatement of the age or sex of & reinsured Life Causes an increase or reduction in the amount of insurance in your underlying policy, we will both share in the change in proportion to our original liabilities at the time the policy was issued. 3. Changes to the Underlying Policy a) All Changes. If any change is made to the underlying policy, the reinsurance will change accordingly. You will give us prompt written notification of the change, including details and the effective date of the change. b) Increases. If the amount at risk increases because of a change in the underlying policy, you will promptly send us copies of all papers relating to the change in plan. Our approval will be necessary if the increase causes the amount reinsured to exceed the Automatic Acceptance Limits shown in Exhibit A, if the policy was reinsured on a facultative basis or if the underwriting clarification of a substandard risk reinsured on a facultative basis was changed. c) Extended Term and Reduced Paid-Up Insurance. If any policy reinsured under this Agreement converts to Extended Term Insurance or Reduced Paid-Up Insurance the net amount at risk reinsured will be adjusted as appropriate and reinsurance will be continued in accordance with the provisions of the underlying policy. Reinsurance payments for the adjusted policy will be calculated on the basis of the original issue age of the insured and the duration of the original policy at the time the adjustment become effective, i.e. point-in-scale basis. 4. Reduction, Terminations, and Reinstatements If any part of the underlying coverage on a life reinsured under this Agreement is reduced or terminated, the amount of reinsurance will also be reduced or terminated to the extent that you will continue to maintain your appropriate retention limit as shown in Exhibit A. 9 You will not be required to assume amounts in excess of the retention limit that was in force when the affected policy or policies were issued. If a policy reinsured under this Agreement is lapsed or terminated, the reinsurance will also terminate. If a policy reinsured automatically lapses and is reinstated in accordance with your standard rules and procedures, reinsurance for the amount at risk effective at the time of the lapse will be reinstated automatically at the date of reinstatement of the policy. You will notify us of the reinstatement on your periodic statement of account. You will send us copies of your reinstatement papers only upon request. We will not need to approve reinstatement of a policy reinsured under this Agreement on facultative basis when; a) You have kept your M retention on the policy and b) The reinsured amount falls within the Automatic Acceptance Limits shown in Exhibit A. Otherwise, you will need our prior review and approval far reinstatement of any facultative reinsurance. You will send us prompt written notice of your intention to reinstate the policy along with copies of the reinstatement papers required by your standard rules and procedures. The reinsurance will be reinstated at the same time as the policy, subject to our written approval of the reinstatement. You will notify us of all reinstatements on your periodic statement of account, and you will pay all reinsurance payments due from the date of reinstatement to the date of the current statement of account. Thereafter, reinsurance payments will be in accordance with Article V (Reinsurance Rates and Payments). 5. Conversions If a policy under this agreement is converted, the policy arising from the conversion will be reinsured with us. The amount to be reinsured will be determined on the same basis as used for the original policy but will not exceed the amount reinsured as of the date of conversion unless mutually agreed otherwise. The converted policy will be reinsured on a YRT basis. The YRT rate will be based on the issue age and duration of the original policy. ARTICLE VIII - RECAPTURE 1. Basis of Recapture If you increase the retention limits or your pool percentage shown in Exhibit A, you may make a corresponding reduction in eligible reinsurance cessions. Policies are eligible for recapture if: 10 a) You have maintained the stated pool percentage limit shown in Exhibit A. Policies on which you retained less than your pool percentage will not be eligible for recapture. b) The policy has been in force under this Agreement for the Recapture Period shown in Exhibit B. The recapture period will always be measured from the original policy issue date. For converted policies the recapture period will be measured from the issue date of the original policy. 2. Method of Recapture You will give us written notice of your intention to recapture within ninety days of the effective date of your retention or pool percentage increase. If you elect to recapture at a later date, you will give us additional written notice before you begin the recapture. When you have given us written notice of your intent to recapture, and the date that the recapture will begin: a) All eligible policies will be recaptured; b) Reinsurance will be reduced on the next anniversary date of each eligible policy; c) Reinsurance on each eligible policy will be reduced by an amount that will increase your retention or pool percentage to the current limit set forth in Exhibit A. If you increase your retention or the stated pool percentage shown in Exhibit A, the percentage of the risk reinsured will reduce proportionately. If reinsurance was placed with more than one reinsurer, each reinsurer's percentage will be reduced in the same proportion that each reinsurer's original percentage bore to the total percentage reinsured. d) If there is reinsurance in force in other companies on any one insured life, the reduction of the reinsurance in force under this Agreement will be in the same proportion that the amount reinsured with us bears to the total reinsurance on the life; e) If at the time of recapture the injured is disabled and premiums are being waived under any type of disability Benefit Rider, only the life benefit will be recaptured. The reinsured portion of the Disability Benefit rider will remain in force until the policy is returned to premium-paying status it which time it will be eligible for recapture. If you omit or overlook the recapture of any eligible policy or policies, our acceptance of reinsurance payments after the date the recapture would have taken place will not cause us to be liable for the amount of the risk that would have been recaptured. We will be liable only for a refund of reinsurance payments received, without interest. 11 If your retention Increase is due to your purchase by or purchase of another company or your merger, assumption or any other affiliation with another company, immediate recapture will be allowed. However, you may recapture eligible policies once the Recapture Period set out in Exhibit B has expired. ARTICLE IX - CLAIMS 1. Notice of Claims When you receive notice that a claim has been incurred on a policy reinsured under this Agreement, you will forward copies of the death certificate and the claimant's statement as each document becomes available. Copies of the application and underwriting papers, if applicable, will be sent on any claim incurred during the contestable period of the policy. You will send such other documents on any claim as we request them on a case by case basis. 2. Settlement Claims We will accept your good faith decision in settling any claim except as specified in this Article. Once we have received the proofs cited in Section 1 and upon evidence of your settlement with the claimant, we will discharge our net reinsurance liability by paying you one lump sum regardless of the method of settlement you use. For the settlement of Waiver of Premium Disability or other Disability Rider benefits, we will pay you our proportional share of the grasp premium waived annually. You will consult with us before conceding any liability or making any settlement with the claimant for claims incurred during the contestable period of the policy. Your claim settlements will be administered in good faith, according to the standard procedures you apply to alt claims, whether reinsured or not. 3, Contestable Claims You will immediately notify us if you intend to contest, compromise or litigate a claim involving reinsurance. If we prefer not to participate in the contest we will notify you of our decision within fifteen days of our receipt of all documents requested, and we will immediately pay you the full amount of reinsurance due. Once we have paid our reinsurance liability, we will not be liable for legal and/or investigative expenses and we will have no further liability for expenses associated with the contest, compromise or litigation. When we agree to participate in a contest, compromise or litigation involving reinsurance, you will give us prompt notice of the beginning of any legal proceedings involving the contested policy. You will promptly furnish us with copies of ail documents pertaining to a lawsuit or notice of intent to file a lawsuit by any of the claimants or parties to the policy. We will share in the payment of legal or investigative expenses relating to a contested claim in the same proportion as our liability bears to your liability. We will not reimburse expenses associated with non-reinsured policies. 12 If your contest, compromise or litigation results in a reduction in the liability of the contested policy, we will share in the reduction in the same proportion that the amount of reinsurance bore to the amount payable under the terms of the policy on the date of death of the insured. 4. Claim Expenses We will pay our proportionate share of the following expenses arising out of the settlement or litigation of a claim, providing the expenses are reasonable: a) Investigative expenses; b) Attorneys' fees, c) Penalties and interest imposed automatically against you by statute and rising solely out of a judgement rendered against you in a suit for policy benefits; d) Interest paid to the claimant on death benefit proceeds according to your practices. Reimbursement of interest in excess of 9% unless otherwise dictated by local legislation, will require our approval. Within ten days after one of us has given the other the first written notification of the specific dispute, each of us will appoint a designated officer to attempt to resolve the dispute. The officers will meet at a mutually agreeable location as early as possible and as often as necessary, in order to gather and furnish the other with all appropriate and relevant information concerning the dispute. The officers will discuss the problem and will negotiate in good faith without the necessity of any formal arbitration proceedings. During the negotiation process, all reasonable requests made by one officer to the other for information will he honored. The specific format for such discussions will be decided by the designated officers. If the officers cannot resolve the dispute within thirty days of their first meeting, we agree that we will submit the depute to formal arbitration. However, we may agree in writing to extend the negotiation period for an additional thirty days. 5. Arbitration Proceedings No later than fifteen days after the final negotiation meeting, the officers taking part in the negotiation will give both of us written confirmation that they are unable to resolve the dispute and that they recommend establishment of formal arbitration. An arbitration panel consisting of three past or present officers of life insurance companies not affiliated with either of us in any way will settle the dispute. Each of us will appoint one arbitrator and the two will select a third. If the two arbitrators cannot agree on the choice of a third, the choice will be made by the Chairman of the American Arbitration Association. The arbitration proceeding will be conducted according to the Commercial Arbitration Rules of the American Arbitration Association, which are in effect at the time the arbitration begins. 13 The arbitration will take place in Houston, Texas unless the ceding company and the reinsurer mutually agree otherwise. Within sixty days after the beginning of the arbitration proceedings the arbitrators will issue a written decision on the dispute and a statement of any award to be paid as a result. The decision will be based on the terms and conditions of this Agreement as well as the usual customs and practices of the insurance and reinsurance industry, rather than on strict interpretation of the law. The decision will be final and binding on both of us and there will be no further appeal, except that either of us may petition any court having jurisdiction regarding the award rendered by the arbitrators. We may agree to extend any of the negotiation or arbitration periods shown in this Article. Unless otherwise decided by the arbitrators, we will share equally in all expenses resulting from the arbitration including the fees and expenses of the arbitrators, except that each of us will be responsible for our own attorneys' fees. ARTICLE XI - INSOLVENCY If you are judged insolvent, we will pay all reinsurance under this Agreement directly to you, your liquidator, recover or statutory successor on the basis of your liability under the policy or polities reinsured without decrease because of your insolvency. It is understood however, that in the event of your insolvency the liquidator, receiver or statutory successor will give us written notice of a pending claim on a policy reinsured within a reasonable time after the claim is filed in the insolvency proceedings. While the claim is pending, we may investigate and interpose at our own expense in the proceedings where the claim is to be adjudicated, any defense which we may deem available to you, your liquidator, receiver or statutory successor. It is further understood that the expense we incur will be chargeable, subject to court approval, against you as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to you solely as a result of the defense we have undertaken. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to the claim the expenses will be apportioned in accordance with the terms of the reinsurance agreement as though you had incurred the expense. If we are judged insolvent, we will he considered in default under this Agreement. Amounts due us will be paid directly to our liquidator, receiver or statutory successor without diminution because of our insolvency. ARTICLE XII - INSPECTION OF RECORDS Either one of us will have the right at any reasonable time to inspect the original papers, records, books, files or other documents relating directly or indirectly to the reinsurance coverage under this Agreement. ARTICLE XIII - LETTER OF CREDIT See Exhibit E. 14 ARTICLE XIV - EXECUTION OF THE AGREEMENT In witness whereof, we have caused this Agreement to be executed in duplicate at the dates and places show below, by our respective officers duly authorized to do so. AIG Life Insurance Company Wilmington, Delaware ---------------------------------------- --------------------------------- Signature Date of Signature ---------------------------------------- Title Swiss Re Life & Health America Inc. 969 High ridge Road Stamford, CT 06905 ---------------------------------------- --------------------------------- Signature Date of Signature ---------------------------------------- Title ---------------------------------------- --------------------------------- Signature Date of Signature ---------------------------------------- Title 15 EX-99.(G)(2) 16 d419443dex99g2.txt FORM OF LETTER TO REINSURERS Exhibit (g)(2) AMERICAN GENERAL Life Companies December 5, 2012 [Company name and address] Re: American General Life of Delaware (FKA AIG Life) merger into American General Life Insurance Company Dear ______: As you may already be aware, American General Life of Delaware (FKA AIG Life) ("AG Delaware"), NAIC Company Code ______ and FEIN ______, will be merging with and into its affiliate, American General Life Insurance Company ("American General") NAIC Company Code ______ and FEIN ______, effective December 31, 2012 (hereinafter referred to as the "Merger"). As a result of the Merger, all AG Delaware's rights, duties and obligations arising under the Reinsurance Agreements and any related agreements with ______ and its affiliates are transferred to American General by operation of law. The Reinsurance Agreements being transferred shall include, but not be limited to, those Reinsurance Agreements listed in Exhibit A, attached. Except to the extent amended by this letter, the Reinsurance Agreements shall remain unchanged and in full force and effect, and are hereby ratified, confirmed in all respects. Please forward any questions regarding the merger to ______ using the contact information in the footer below. Sincerely, ---------------------------------------- Senior Vice President & Chief Actuary American General Life Insurance Company American General Life Insurance Company 2727A Allen Parkway . Houston, TX 77019 . Phone: 713.831.3066 . Fax: 713.831.2516 . Email: Angela_Gonzalez@aglife.com Exhibit A [name of company]
Ceding Treaty No Effective Date American General Life of Delaware (FKA AIG Life) ________ __/__/__ American General Life of Delaware (FKA AIG Life) ________ __/__/__
American General Life Insurance Company 2727A Allen Parkway . Houston, TX 77019 . Phone: 713.831.3066 . Fax: 713.831.2516 . Email: Angela_Gonzalez@aglife.com
EX-99.(H)(2)(C) 17 d419443dex99h2c.txt ALLIANCEBERNSTEIN AGREEMENT Exhibit (h)(2)(c) AGREEMENT -------- AlG Life Insurance Company (the "Company"), and Alliance Capital Management, L.P. ("ACM") mutually agree to the arrangements set forth in this Agreement (the "Agreement") dated as of WHEREAS, ACM is the investment adviser to the Alliance Variable Products Series Funds, Inc. (the "Fund"); and WHEREAS, the Company issues variable annuities and variable life insurance (the "Policies"); and WHEREAS, amounts invested in the Policies by policy holders are deposited in separate accounts of the Company which in turn purchases shares of certain portfolios of the Fund, each of which is an investment option offered by the Policies; and WHEREAS. the Fund expects to derive substantial savings in administrative expenses by virtue of having separate accounts of the Company as shareholders of record of Fund shares, rather than numerous public shareholders, and having the Company perform certain administrative services for the Fund (which are identified on Schedule A hereto); and WHEREAS, neither ACM nor the Company has any contractual or other legal obligation to perform such administrative services for the Fund; and WHEREAS, the Company desires to be compensated for providing such administrative services to the Fund; and WHEREAS, ACM desires that the Fund benefit from the lower administrative expenses expected to result from the administrative services performed by the Companies; and WHEREAS, ACM accordingly would prefer to compensate the Company for providing administrative services to the Fund from its own funds, derived from its bona fide profits, rather than request that the Fund bear the costs of such compensation: NOW, THEREFORE, the parties agree as follows: 1. Administration Expense Payments. (a)ACM agrees to pay the Company an amount equal to the percent identified on Schedule B hereto of the net assets of the Fund attributable to investments in portfolios of the Fund by separate accounts of the Company. (b)ACM shall calculate the payment contemplated by this Section 1 at the end of each fiscal quarter and will make such payment to the Company, without demand or notice by the Company, reasonably promptly thereafter. 2. Nature of Payments. ------------------ The parties to this Agreement recognize and agree that ACM's payments to the Company are for administrative services only and do not constitute payment in any manner for investment advisory services or for costs of distribution of Policies or of Fund shares and are not otherwise related to investment advisory or distribution services or expenses. The amount of administration expense payments made by ACM to the Company pursuant to Section 1(a) of this Agreement are not intended to be, and shall not be deemed to be, indicative of ACM's bona fide profits from serving as investment adviser to the Fund. 3. Term. ---- This Agreement shall remain in full force and effect for a period of one year from the date hereof and shall be automatically renewed thereafter for successive one-year periods. unless otherwise terminated in accordance with Section 4 hereof. 4. Termination. ----------- (a)This Agreement will be terminated upon mutual agreement of the parties hereto in writing. (b)Either party to this Agreement may, by notice to the other party delivered more than thirty (30) days prior to the expiration of any one-year term of this Agreement elect to terminate this Agreement as of the end of such term. (c)This Agreement shall automatically terminate upon (i) the termination of the Participation Agreements between the Company and the Fund, or (ii) the dissolution or bankruptcy of any party hereto, or in the event that any party hereto is placed in receivership or rehabilitation. or in the event that the management of its affairs is assumed by any governmental, regulatory or judicial authority. 5. Amendment --------- This Agreement may be amended only upon mutual agreement of the parties hereto in writing. 6. Notices. -------- All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered (a)to ACM at 1345 Avenue of the Americas, New York. NY 10105, attention: Edmund Bergen. (b)to the Company, at One Alico Plaza, Wilmington, DE 1980I, attention: Kenneth D. Walma, Associate General Counsel. 7. Miscellaneous. -------------- (a)Successors and Assigns. This Agreement shall be binding upon the ---------------------- parties hereto and their transferees, successors and assigns. The benefits of and the right to enforce this Agreement shall accrue to the parties and their transferees, successors and assigns. (b).Assignment. Neither this Agreement nor any of the rights obligations ---------- or liabilities of either party hereto shall be assigned without the written consent of the other party. (c)Intended Beneficiaries. Nothing in this Agreement shall be construed ---------------------- to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the parties hereto. (d)Counterparts. This Agreement may be executed in counterparts, each of ------------ which shall be deemed an original but all of which shall together constitute one and the same instrument. (e)Applicable Law. This Agreement shall be interpreted. construed, and -------------- enforced in accordance with the laws of the State of New York, without reference to the conflict of law thereof. (f)Severability. If any portion of this Agreement shall be found to be ------------ invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as of the invalid or unenforceable portion had not been inserted. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. AlG LIFE INSURANCE COMPANY By: ------------------------------ Kenneth F. Judkowitz Vice President ALLIANCE CAPITAL MANAGEMENT, L.P. By: ------------------------------ Schedule A ADMINISTRATIVE SERVICES FOR THE FUND MAINTENANCE OF BOOKS AND RECORDS . Maintaining an inventory of share purchases to assist transfer agent in recording issuance of shares. . Performing miscellaneous accounting services to assist transfer agent in recording transfers of shares (via net purchase orders). . Reconciliation and balancing of the separate account at the Fund level in the general ledger and reconciliation of cash accounts at general account. PURCHASE ORDERS . Determination of net amount of cash flow into Fund. . Reconciliation and deposit of receipts at Fund and confirmation thereof. REDEMPTION ORDERS . Determination of net amount required for redemptions by Fund. . Notification to Fund of cash required to meet payments. . Cost of share redemptions. REPORTS . Periodic information reporting to the Fund. FUND-RELATED CONTRACT OWNER SERVICES . Telephonic support for contract owners with respect to inquiries about the Fund (not including information about performance or related to sales.) OTHER ADMINISTRATIVE SUPPORT . Sub-Accounting services. . Providing other administrative support to the Fund as mutually agreed between the Company and the Fund. . Relieving the Fund of other usual or incidental administrative services provided to individual shareholders. . Preparation of reports to certain third-party reporting service. Schedule B
APPLICABLE % OF FEE ------------------- Net Assets of the Fund invested by the separate accounts of the Company and attributable to contracts issued since August 1, 1998 under the following product names: Ovation Variable Annuity _.__% Gallery Variable Annuity _.__% Paradigm Variable Annuity _.__% Trilogy Variable Annuity _.__% Profile Variable Annuity _.__% Vision VUL _.__% Gallery Life VUL _.__% Corporate Life PVUL _.__% Corporate Life GVUL _.__%
EX-99.(H)(4)(A) 18 d419443dex99h4a.txt AMENDED & RESTATED FUND PARTICIPATION AGREEMENT BETWEEN BLACKROCK, AGL AND AGLD Exhibit H4A AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT THIS AGREEMENT is executed as of December __, 2012, and effective as of December __, 2012, by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the "Fund"), BLACKROCK INVESTMENTS, LLC ("BRIL"), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the "Underwriter"), and the following life insurance companies organized under the laws of the states or jurisdictions as indicated below, on behalf of the Company (as defined below) and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (the "Separate Accounts"): AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL") (Texas) AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ("AGLD") (Delaware) (formerly known as AIG Life Insurance Company) (AGL and AGLD collectively referred to hereinafter as the "Company" and each individually referred to as a "Company" in Article 3 when the context requires) W I T N E S S E T H: WHEREAS, the Fund has filed a registration statement with the Securities and Exchange Commission ("SEC") to register itself as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and to register the offer and sale of its shares under the Securities Act of 1933, as amended (the "1933 Act"); and WHEREAS, the Fund desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Fund (the "Participating Insurance Companies"); and WHEREAS, the Underwriter is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member in good standing of the Financial Industry Regulatory Authority ("FINRA") and acts as principal underwriter of the shares of the Fund; and WHEREAS, the capital stock of the Fund is divided into several series of shares, each series representing an interest in a particular managed portfolio of securities and other assets; and WHEREAS, the several series of shares of the Fund offered now or in the future by the Fund to the Company and the Separate Accounts are set forth on Schedule B attached hereto (each, a "Portfolio," and, collectively, the "Portfolios"); and WHEREAS, the Fund has received an order from the SEC granting Participating Insurance Companies and their separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the "Shared Fund Exemptive Order"); and WHEREAS, BlackRock Advisors, LLC ("BAL") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is the Funds' investment adviser; and 1 WHEREAS, the Company has registered or will register under the 1933 Act certain variable life insurance policies and/or variable annuity contracts funded or to be funded through one or more of the Separate Accounts (the "Contracts"), unless such Contracts are exempt from registration thereunder; and WHEREAS, the Company also intends to offer certain Contracts as specified on Schedule A which will not be registered under the 1933 Act or any other federal or state securities law, and which will be sold only to qualified investors as a private placement variable annuity contract or a private placement variable life insurance policy; and WHEREAS, the Company has registered or will register each Separate Account as a unit investment trust under the 1940 Act, unless such Separate Account is exempt from registration thereunder; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in one or more of the Portfolios (the "Shares") on behalf of the Separate Accounts to fund the Contracts, and the Fund intends to sell such Shares to the relevant Separate Accounts at such Shares' net asset value. NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows: ARTICLE 1 SALE OF THE FUND SHARES 1.1 Subject to Section 1.3, the Fund shall make shares of the Portfolios available to the Separate Accounts at the most recent net asset value provided to the Company prior to receipt of such purchase order by the Fund (or the Fund's transfer agent), in accordance with the operational procedures mutually agreed to by the Fund and the Company from time to time and the provisions of the then current prospectus of the Portfolios. Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. The Directors of the Fund (the "Directors") may refuse to sell shares of any Portfolio to any person (including the Company and the Separate Accounts), or suspend or terminate the offering of shares of any Portfolio, if such action is required by law or by regulatory authorities having jurisdiction in their sole discretion when acting in good faith and in light of their fiduciary duties under federal law and any applicable state laws, if they deem such actions necessary in the best interests of the shareholders of such Portfolio. 1.2 Subject to Section 1.3, the Fund will redeem any full or fractional shares of any Portfolio when requested by the Company on behalf of a Separate Account at the most recent net asset value provided to the Company prior to receipt by the Fund (or the Fund's transfer agent) of the request for redemption, as established in accordance with the operational procedures mutually agreed to by the Fund and the Company from time to time and the provisions of the then current prospectus of the Portfolios. The Fund shall make payment for such shares in accordance with Section 1.4, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder). 1.3 (a) The Company will not aggregate orders received from its Contract holders after close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) ("Market Close") with orders received before Market Close, and warrants that its internal control structure concerning the processing and transmission of orders is suitably designed to prevent or detect on a timely basis orders received after Market Close from being aggregated with orders received before Market Close and to minimize errors that could result in late transmission of orders. Orders received by Company 2 before Market Close will receive that day's net asset value and Orders received by Company after Market Close will receive the next day's net asset value. (b) The Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern Time and reflect instructions received by the Company from Contract holders in good order prior to the time the net asset value of each Portfolio is priced in accordance with the preceding paragraph and the Fund's prospectus on the prior Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. Purchase and redemption orders shall be provided by the Company in such written or electronic form (including, without limitation, facsimile) as may be mutually acceptable to the Company and the Fund. The Fund may reject purchase and redemption orders which are not in the form prescribed in the Fund's prospectus or statement of additional information. In the event that the Company and the Fund agree to use a form of written or electronic communication which is not capable of recording the time, date and recipient of any communication and confirming good transmission, the Company agrees that it shall be responsible for confirming that any communication sent by the Company was in fact received by the Fund or its designee, in proper form and in accordance with the terms of this Agreement. The Fund and its agents or designees shall be entitled to rely upon, and shall be fully protected from all liability in acting upon, the instructions of the authorized individuals. 1.4 Purchase orders that are transmitted to the Fund or its designee in accordance with Section 1.3 shall be paid for no later than the end of the Business Day after the Fund or its designee receives notice of the order. Payments shall be made in federal funds transmitted by wire. In the event that the Company shall fail to pay in a timely manner for any purchase order validly received by the Fund or its designee pursuant to Section 1.3, the Company shall hold the Fund or its designee harmless from any losses reasonably sustained by the Fund or its designee as the result of acting in reliance on such purchase order. Redemption orders that are transmitted to the Fund or its designee in accordance with Section 1.3 shall be paid for no later than the end of the Business Day after the Fund receives notice of the order. Payments shall be made in federal funds transmitted by wire. In the event that the Fund or its designee shall fail to pay in a timely manner for any redemption order pursuant to Section 1.3, the Fund or its designee shall hold the Company harmless from any losses reasonably sustained by the Company as the result of acting in reliance on such redemption order. 1.5 Issuance and transfer of shares of the Portfolios will be by book entry only. Share certificates will not be issued to the Company or the Separate Account. Shares ordered from the Fund will be recorded in the appropriate title for each Separate Account or the appropriate sub-account of each Separate Account. 1.6 The Fund or its designee shall furnish prompt written notice to the Company of any income, dividends or capital gain distribution payable on Shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio's Shares in additional Shares of that Portfolio. The Fund shall notify the Company in writing of the number of Shares so issued as payment of such dividends and distributions. 1.7 The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern Time. If the Fund provides materially incorrect share net asset value information, it shall make an adjustment to the number of shares purchased or redeemed for any affected Separate Account to reflect the correct net asset value per share. Any material error in the calculation or reporting of net asset value per share, dividend or capital gains information shall be reported promptly in writing upon discovery to the Company. 3 1.8 The Company agrees that it will not take any action to operate a Separate Account as a registered investment company under the 1940 Act without the Fund's and the Underwriter's prior written consent. 1.9 The Fund agrees that its Shares will be sold only to Participating Insurance Companies and their separate accounts. No Shares of any Portfolio will be sold directly to the general public. The Company agrees that Shares will be used only for the purposes of funding the Contracts and Separate Accounts listed in Schedule A, as amended from time to time. 1.10 The Fund agrees that all Participating Insurance Companies shall have the obligations and responsibilities regarding conflicts of interest corresponding to those contained in Article 4 of this Agreement. 1.11 The Fund reserves the right to reject any purchase orders, including exchanges, for any reason, including if the Fund, in its sole opinion, believes the Company's Contract holder(s) is engaging in short-term or excessive trading into and out of a Portfolio or otherwise engaging in trading that may be disruptive to a Portfolio ("Market Timing"). The Company agrees to cooperate with the Underwriter and the Fund to monitor for Market Timing by its Contract holders, to provide such relevant information about Market Timers to the Fund as it may reasonably request, including but not limited to such Contract holder's identity, and to prevent Market Timing from occurring by or because of Contract holders. Failure of the Fund to reject any purchase orders that might be deemed to be Market Timing shall not constitute a waiver of the Fund's rights under this section. Pursuant to Rule 22c-2 of the 1940 Act and on behalf of the Fund, the Underwriter and the Company agree to comply with the terms included in the Rule 22c-2 Agreement between BlackRock Distributors, Inc. and AGLD and USL effective as of April 16, 2007, and in the Rule 22c-2 Agreement between BlackRock Distributors, Inc. and AGL effective as of December __, 2012. 1.12 NSCC Fund/SERV system or Manual transactions: Fund/SERV Transactions. If the parties choose to use the National Securities Clearing Corporation's Mutual Fund Settlement, Entry and Registration Verification ("Fund/SERV") system, any corrections to a Fund's prices for the prior trade date will be submitted through the Mutual Fund Profile with the correct prices and applicable date. If the corrections are dated later than trade date plus one, a facsimile should be sent in addition to the Mutual Fund Profile submission; or Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to a Fund's prices should be communicated by facsimile or by electronic transmission, and will include for each day on which an adjustment has occurred the incorrect Fund price, the correct price, and, to the extent communicated to Fund shareholders, the reason for the adjustment. Purchases and Redemption Orders; Settlement of Transactions and Method of Communication. Fund/SERV Transactions. If the parties choose to use Fund/SERV, the following provisions shall apply: The Company and the Fund or its designee will be bound by the rules of the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee each will perform any and all duties, functions, procedures and responsibilities assigned to 4 it and as otherwise established by the NSCC applicable to Fund/SERV and the Networking Matrix Level utilized. Any information transmitted through NSCC's Networking system by any party to the other and pursuant to this amendment will be accurate, complete, and in the format prescribed by the NSCC. Each party will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Networking and to limit the access to, and the inputting of data into, Networking to persons specifically authorized by such party. On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Separate Account received by the Company prior to the Close of Trading on each Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Separate Account received by the Close of Trading on such Business Day (the "Trade Date") no later than 5:00 a.m. Eastern Time on the Business Day following the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be transmitted to NSCC prior to the following Business Day. The Fund or its designee shall treat all trades communicated to the Fund or its designee in accordance with this provision as if received prior to the Close of Trading on the Trade Date. All orders are subject to acceptance by the Fund or its designee and become effective only upon confirmation by the Fund or its designee. Upon confirmation, the Fund or its designee will verify total purchases and redemptions and the closing share position for each Separate Account. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the Investment Company Act of 1940, as amended (the "1940 Act"). Such wires should be sent to: [ ] ABA#: Separate Account Title: Separate Account No.: Reference: Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, the following provisions shall apply: Next Day Transmission of Orders. On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Separate Account received by the Company prior to the Close of Trading on such Business Day. Prior to 8:30 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) on the next following Business Day, the Company shall communicate to the Fund or its designee by facsimile or, in the Company's discretion, by telephone or any other method agreed upon by the parties, the net aggregate purchase or redemption orders (if any) for each Separate Account received by the Close of Trading on the prior Business Day (the "Trade Date"). All orders communicated to the Fund or its designee by the 8:30 a.m. deadline (or such other time as may be agreed by the parties from time to time) shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. Purchases. The Company will use its best efforts to transmit each purchase order to the Fund or its designee in accordance with written instructions previously provided by the Fund or its designee to the Company. The Company will use its best efforts to initiate by wire transfer to BDI 5 or its designee purchase amounts prior to 1:00 p.m. Eastern Time on the next Business Day following the Trade Date. Redemptions. With respect to redemption orders placed by the Company by 8:30 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) on the first Business Day following the Trade Date, the Fund or its designee will use its best efforts to initiate by wire transfer to the Company proceeds of such redemptions by 1:00 p.m. Eastern Time on the next Business Day following the Trade Date. Unless otherwise informed in writing, redemption wires should be sent to: [ ] ABA#: Separate Account Title: Separate Account No.: Reference: ARTICLE 2 OBLIGATIONS OF THE PARTIES 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its Shares. 2.2 At least annually, the Underwriter or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule B hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. In the event that the Company requests that the Underwriter or its designee provide the prospectus in a "camera ready" or diskette format, the Underwriter shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. 2.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, at the Company's expense, shall print 6 and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement. 2.4 The Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for distribution to Contract owners. 2.5 With respect to any prospectus, shareholder report or proxy solicitation materials that concern solely the Fund and no other investment vehicle funding the Separate Accounts, the Fund shall pay for the Company's postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Separate Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Separate Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners. 2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus or private placement memorandum ("PPM") for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus or PPM, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use. 2.7 At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports: (a) the Company's annual financial report (prepared under generally accepted accounting principles, "GAAP", if any); (b) the Company's quarterly statements, if any; (c) any financial statement, proxy statement, notice or report of the Company sent to policyholders; and (d) any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator. 2.8 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statements, or in sales literature or other promotional material approved by the Fund or Underwriter, except with the written permission of the Fund or Underwriter. 2.9 Neither the Fund nor the Underwriter shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Separate Accounts or the Contracts other than information or representations contained in and accurately 7 derived from the registration statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the written permission of the Company. 2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Separate Account under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states. 2.11 Solely with respect to Contracts and Separate Accounts that are subject to the 1940 Act, so long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Separate Accounts, in Shares of the Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Separate Accounts calculate voting privileges in the manner established by the Fund; (c) with respect to each Separate Account, the Company will vote Shares of the Fund held by the Separate Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Separate Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Separate Account for which timely voting instructions are received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Each of the Companies represents and warrants that it is an insurance company duly organized and in good standing under the laws of the States of Texas and Delaware, as applicable, with full power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement and has established each Separate Account as a separate account under such law and the Separate Accounts comply in all material respects with all applicable federal and state laws and regulations. 3.2 (a) The Company represents and warrants that each Separate Account either (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the 1940 Act or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act and the Company will use its best efforts to maintain such exemption and will notify the Fund immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. (b) The Company represents and warrants that the Contracts (i) are or, prior to any issuance or sale, will be registered as securities under the 1933 Act or (ii) will not be registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case the Company will make every effort to maintain such exemption and will notify the Fund immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. The Company further represents 8 and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws. 3.3 The Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Internal Revenue Code of 1986, as amended ("Code"). The Company shall make every effort to maintain such treatment and shall notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 3.4 The Fund represents and warrants that it is duly organized and validly existing under the laws of the State of Maryland. 3.5 The Fund represents and warrants that the Fund Shares offered and sold pursuant to this Agreement will be registered under the 1933 Act and the Fund is registered under the 1940 Act. The Fund shall amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. If the Fund determines that notice filings are appropriate, the Fund shall use its best efforts to make such notice filings in accordance with the laws of such jurisdictions reasonably requested by the Company. 3.6 The Fund has adopted a Distribution Plan (the "Plan") with regard to the Class II and Class III shares of each Portfolio, pursuant to Rule 12b-1 under the Investment Company Act. The Plan permits the Underwriter to pay to each Insurance Company that enters into an agreement with the Underwriter to provide distribution related services to Contract owners, a fee, at the end of each month, of up to 0.15% of the net asset value of the Class II shares and up to 0.25% of the net asset value of Class III shares of each Portfolio held by such Insurance Company. The Company agrees to waive the payment of any such distribution fee unless and until Underwriter has received such fees from the Fund. 3.7 The Fund represents that it will comply and maintain each Portfolio's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code. The Fund will notify the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so comply or that a Portfolio might not so comply in the future. In the event of a breach of this Section 3.6 by the Fund, it will take all reasonable steps to adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. 3.8 The Fund represents and warrants that each Portfolio is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Code, and represents that it will use its best efforts to qualify and to maintain qualification of each Portfolio as a RIC. The Fund will notify the Company immediately in writing upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. 3.9 The Company hereby certifies that it has established and maintains an anti-money laundering ("AML") program that includes written policies, procedures and internal controls reasonably designed to identify its Contract holders and has undertaken appropriate due diligence efforts to "know its customers" in accordance with all applicable anti-money laundering regulations in its jurisdiction including, but not limited to, the USA PATRIOT Act of 2001 (the "Patriot Act"). The Company further confirms that it will monitor for suspicious activity in accordance with the requirements of the Patriot Act and any other applicable regulations. The Company agrees to provide the Fund with such information as it may reasonably request, including but not limited to, the filling out of questionnaires, attestations and other documents, to enable the Fund to fulfill its obligations under the Patriot Act, and, upon its request, to file a notice pursuant to Section 314 of 9 the Patriot Act and the implementing regulations related thereto to permit the voluntary sharing of information between the parties hereto. Upon filing such a notice the Company agrees to forward a copy to the Fund, and further agrees to comply with all requirements under the Patriot Act and implementing regulations concerning the use, disclosure, and security of any information that is shared. 3.10 The Company acknowledges and agrees that it is the responsibility of the Company to determine investment restrictions under state insurance law applicable to any Portfolio, and that the Fund shall bear no responsibility to the Company, for any such determination or the correctness of such determination. The Company has determined that the investment restrictions set forth in the current Fund Prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Separate Accounts' investment therein. The Company shall inform the Fund of any additional investment restrictions imposed by state insurance law after the date of this agreement that may become applicable to the Fund or any Portfolio from time to time as a result of the Separate Accounts' investment therein. Upon receipt of any such information from the Company, the Fund shall determine whether it is in the best interests of shareholders to comply with any such restrictions. If the Fund determines that it is not in the best interests of shareholders to comply with a restriction determined to be applicable by the Company, the Fund shall so inform the Company, and the Fund and the Company shall discuss alternative accommodations in the circumstances. 3.11 The Company represents and warrants that each Separate Account is a "segregated asset account" and that interests in each Separate Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use its best efforts to continue to meet such definitional requirements, and it will notify the Fund immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. ARTICLE 4 POTENTIAL CONFLICTS 4.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Directors of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Directors shall promptly inform the Company in writing if they determine that an irreconcilable material conflict exists and the implications thereof. 4.2 The Company agrees to promptly report any potential or existing conflicts of which it is aware to the Directors. The Company will assist the Directors in carrying out their responsibilities under the Shared Fund Exemptive Order by providing the Directors with all information reasonably necessary for them to consider any issues raised including, but not limited to, information as to a decision by the Company to disregard Contract owner voting instructions. 10 4.3 If it is determined by a majority of the Directors, or a majority of the Fund's Directors who are not affiliated with the Adviser or the Underwriter (the "Disinterested Directors"), that a material irreconcilable conflict exists that affects the interests of Contract owners, the Company shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by the Directors) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contracts owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account. 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Separate Account's investment in the Fund and terminate this Agreement with respect to such Separate Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Any such withdrawal and termination must take place within 30 days after the Fund gives written notice that this provision is being implemented, subject to applicable law but in any event consistent with the terms of the Shared Fund Exemptive Order. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares. 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Separate Account's investment in the Fund and terminate this Agreement with respect to such Separate Account within 30 days after the Fund informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Fund. 4.6 For purposes of section 4.3 through 4.6 of this Agreement, a majority of the Disinterested Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Company be required to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Directors determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Separate Account's investment in the Fund and terminate this Agreement within 30 days after the Directors inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested Directors. 11 4.7 Upon request, the Company shall submit to the Directors such reports, materials or data as the Directors may reasonably request so that the Directors may fully carry out the duties imposed upon them by the Shared Fund Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Directors. 4.8 If and to the extent that (a) Rule 6e-2 and Rule 6e-3 (T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the application for the Shared Fund Exemptive Order) on terms and conditions materially different from those contained in the application for the Shared Fund Exemptive Order, or (b) the Shared Fund Exemptive Order is granted on terms and conditions that differ from those set forth in this Article 4, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary (a) to comply with Rules 6e-2 and 6e-3 (T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable, or (b) to conform this Article 4 to the terms and conditions contained in the Shared Fund Exemptive Order, as the case may be. ARTICLE 5 INDEMNIFICATION 5.1 The Company agrees to indemnify and hold harmless the Fund Parties and each of their respective Directors, officers, employees and agents and each person, if any, who controls a Fund Party within the meaning of Section 15 of the 1933 Act (collectively the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the prospectuses for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Company on behalf of the Contracts or Separate Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents" for the purposes of this Article 5), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Fund or Underwriter for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents as defined in Section 5.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or acquisition of the Contracts or Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents as defined in Section 5.2(a) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if 12 such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund or Underwriter by or on behalf of the Company; or (d) arise out of or result from any failure by the Company to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company. 5.2 The Underwriter and each Fund agree severally to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund Parties) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statement of any material fact contained in the registration statement or prospectus for the Fund (or any amendment or supplement thereto) (collectively, "Fund Documents" for the purposes of this Article 5), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Fund Parties by or on behalf of the Company for use in Fund Documents or otherwise for use in connection with the sale of the Contracts or Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of a Fund Party or persons under its respective control, with respect to the sale or acquisition of the Contracts or Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Fund Parties; or (d) arise out of or result from any failure by the Underwriter or the Fund to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this 13 Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter or the Fund. 5.3 Neither the Company, the Underwriter nor the Fund shall be liable under the indemnification provisions of Section 5.1 or 5.2, as applicable, with respect to any Losses incurred or assessed against any Indemnified Party to the extent such Losses arise out of or result from such Indemnified Party's willful misfeasance, bad faith or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. 5.4 Neither the Company, the Underwriter nor the Fund shall be liable under the indemnification provisions of Section 5.1 or 5.2, as applicable, with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the other party in writing within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim shall have been served upon or otherwise received by such Indemnified Party (or after such Indemnified Party shall have received notice of service upon or other notification to any designated agent), but failure to notify the party against whom indemnification is sought of any such claim shall not relieve that party from any liability which it may have to the Indemnified Party in the absence of Sections 5.1 and 5.2. In case any such action is brought against the Indemnified Parties, the indemnifying party shall be entitled to participate, at its own expense, in the defense of such action. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in such action. After notice from the indemnifying party to the Indemnified Party of an election to assume such defense, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to the Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. ARTICLE 6 TERMINATION 6.1 This Agreement may be terminated by either party for any reason by sixty (60) days' advance written notice delivered to the other party. 6.2 This Agreement may be terminated at the option of either the Underwriter or the Fund upon institution of formal proceedings against the Company by FINRA, the SEC, the insurance commission of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Separate Account, the administration of the Contracts or the purchase of the Shares, or an expected or anticipated ruling, judgment or outcome which would, in the Fund's or the Underwriter's respective reasonable judgment, materially impair the Company's ability to meet and perform the Company's obligations and duties hereunder. 6.3 This Agreement may be terminated at the option of the Fund or the Underwriter if the Internal Revenue Service determines that the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund or Underwriter reasonably believes that the Contracts may fail to so qualify or if interests in an Separate Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law. 14 6.4 This Agreement may be terminated by the Fund or the Underwriter, at either's option, if either the Fund or the Underwriter shall determine, in its sole judgment exercised in good faith, that either (1) the Company shall have suffered a material adverse change in its business or financial condition, (2) the Company shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of either the Fund or the Underwriter, or (3) the Company breaches any obligation under this Agreement in a material respect and such breach shall continue unremedied for thirty (30) days after receipt by the Company of notice in writing from the Fund or Underwriter of such breach. 6.5 This Agreement may be terminated at the option of the Company if (A) the Internal Revenue Service determines that any Portfolio fails to qualify as a RIC under the Code or fails to comply with the diversification requirements of Section 817(h) of the Code and the Fund, upon written request fails to provide reasonable assurance that it will take action to cure such failure, or (B) the Company shall determine, in its sole judgment exercised in good faith, that either (1) the Fund or the Underwriter shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, or (2) the Fund or Underwriter breaches any obligation under this Agreement in a material respect and such breach shall continue unremedied for thirty (30) days after receipt of notice in writing to the Fund or the Underwriter from the Company of such breach. 6.6 Notwithstanding any termination of this Agreement, the Fund will, upon the mutual agreement of the parties hereto, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all existing Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund and Underwriter so agree to make additional Shares available, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. 6.7 In the event of a termination of this Agreement pursuant to this Article 6, the Fund and the Underwriter shall promptly notify the Company in writing whether the Underwriter and the Fund will continue to make Shares available after such termination; if the Underwriter and the Fund will continue to make Shares so available, the provisions of this Agreement shall remain in effect except for Section 6.1 and thereafter either the Fund, Underwriter or the Company may terminate the Agreement as so continued pursuant to this Section 6.7 upon prior written notice to the other parties, such notice to be for a period that is reasonable under the circumstances but need not be greater than six months. 6.8 The provisions of Article 5 shall survive the termination of this Agreement, and the provisions of Articles 2 and 4 shall survive the termination of this Agreement as long as shares of the Fund are held on behalf of Contract owners in accordance with Section 6.7. ARTICLE 7 NOTICES Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. 15 To the Fund: With a copy to: BlackRock Variable Series Funds, Inc. BlackRock, Inc. Attention: Lisa Hill Attn: U.S. Retail, Business Analytics General Counsel 55 East 52nd Street 40 East 52nd Street New York, NY 10055 New York, NY 10022 To the Underwriter: With a copy to: BlackRock Investments, LLC BlackRock Investments, LLC Attn: Frank Porcelli Attn: Rick Froio, CCO 40 East 52nd Street One Financial Center New York, NY 10022 Boston, MA 02110 If to the Company: American General Life Insurance Company 2919 Allen Parkway, L4-01 Houston, Texas 77019-2135 ATTN: General Counsel American General Life Insurance Company of Delaware 2919 Allen Parkway, L4-01 Houston, Texas 77019-2135 ATTN: General Counsel ARTICLE 8 MISCELLANEOUS 8.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 8.2 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 8.3 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 8.4 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York without reference to the conflict of laws provisions thereof, and shall, to the extent applicable, be subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules, regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in accordance therewith. 8.5 The parties to this Agreement acknowledge and agree that the Fund is a Maryland corporation, and that all liabilities of the Fund arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the relevant Portfolio(s) of the Fund and that no Director, officer, agent or holder of Shares of the Fund shall be personally liable for any such liabilities. 16 8.6 Each party shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 8.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, to which the parties hereto are entitled under state and federal laws. 8.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect. 8.9 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written approval of the other parties. It is anticipated that American General Life Insurance Company of Delaware ("AGLD"), a party to this Agreement, will be merging with and into American General Life Insurance Company ("AGL"), the surviving company and also an affiliate of AGLD and a party to this Agreement, on or about December 31, 2012 (the "Merger"). In contemplation of this Merger, it is affirmed and acknowledged that upon occurrence of such event, the benefits of and the right to enforce this Agreement shall accrue to AGL, the successor, without further action on the part of any parties to this Agreement. 8.10 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by all parties. 8.11 Exhibits and Schedules; Entire Agreement All Exhibits and Schedules to this Agreement, as they may be amended from time to time, are by this reference incorporated into and made a part of this Agreement. This Agreement (including the Exhibits and Schedules hereto), constitute the entire agreement between the parties as to the subject matter hereof and terminates and supersedes any and all agreements, representations and warranties, written or oral, regarding such subject matter. Such prior agreements are set forth in Schedule C to the best of the parties' knowledge and belief, but the parties acknowledge that Schedule C may not contain a complete list. 17 IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Fund Participation Agreement by their duly authorized officers. BLACKROCK VARIABLE SERIES FUNDS, INC. By: -------------------------- Name: -------------------------- Title: -------------------------- BLACKROCK INVESTMENTS, LLC By: -------------------------- Name: -------------------------- Title: -------------------------- AGREED AND ACCEPTED: BLACKROCK ADVISORS, LLC By: -------------------------- Name: -------------------------- Title: -------------------------- 18 AMERICAN GENERAL LIFE INSURANCE COMPANY ATTEST: By: By: ------------------------------- ------------------------------ Name: Name: ------------------------------- ------------------------------ Title: Title: ------------------------------- ------------------------------ AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: By: ------------------------------- ------------------------------ Name: Name: ------------------------------- ------------------------------ Title: Title: ------------------------------- ------------------------------ 19 SCHEDULE A Separate Accounts of American General Life Insurance Company and American General Life Insurance Company of Delaware participating in Portfolios of BlackRock Variable Series Funds, Inc.
Type of Insurance Product Registration Address Product Separate Account ----------------- -------------------- ----------------- ---------------- Variable Universal Life AMERICAN GENERAL AGLD Executive II (VUL) LIFE INSURANCE Advantage VUL COMPANY OF DELAWARE (AGLD) Private Placement AMERICAN GENERAL AGL American VL-U LIS LIFE INSURANCE General COMPANY (AGL) Signature II-A AMERICAN GENERAL AGL American VL-U LIS LIFE INSURANCE General COMPANY (AGL) Signature II-B AMERICAN GENERAL AGL American VL-U LIS LIFE INSURANCE General COMPANY (AGL) Signature II-X AMERICAN GENERAL AGL American VL-U LIS LIFE INSURANCE General COMPANY (AGL) Signature II-Y Variable Annuity (VA) AMERICAN GENERAL AGLD Trilogy VA I LIFE INSURANCE COMPANY OF DELAWARE Private Placement AMERICAN GENERAL AGLD Var Acct IV IV LIFE INSURANCE Private Placement COMPANY OF Variable Life DELAWARE (AGLD) AMERICAN GENERAL AGLD Var Acct 7 7 LIFE INSURANCE Private Placement COMPANY OF Variable Life DELAWARE AMERICAN GENERAL AGLD Var Acct 9 9 LIFE INSURANCE Private Placement COMPANY OF Variable Life DELAWARE AMERICAN GENERAL AGLD Var Acct 10 10 LIFE INSURANCE Private Placement COMPANY OF Variable Life DELAWARE AMERICAN GENERAL AGLD Var Acct 101 101 LIFE INSURANCE Premier Private COMPANY OF Placement DELAWARE Variable Life AMERICAN GENERAL AGLD Var Acct 102 102 LIFE INSURANCE Premier Private COMPANY OF Placement VA
DELAWARE AGLD Var Acct 104 104 AMERICAN GENERAL Premier Private LIFE INSURANCE Placement VA COMPANY OF DELAWARE AMERICAN GENERAL AGLD Var Acct 105 105 LIFE INSURANCE Premier Private COMPANY OF Placement VUL DELAWARE AMERICAN GENERAL AGLD Var Acct 106 106 LIFE INSURANCE Private Placement COMPANY OF Variable Annuity DELAWARE AMERICAN GENERAL AGLD Var Acct 107 107 LIFE INSURANCE Group Private COMPANY OF Placement VA DELAWARE
SCHEDULE B Portfolios of BlackRock Variable Series Funds, Inc. now or in the future available to Separate Accounts of American General Life Insurance Company and American General Life Insurance Company of Delaware including, but not limited to: FUND NAME CLASS CUSIP TICKER ----------------------------------------------------------------------- BlackRock Balanced Capital V.I. Fund I 09253L108 AMBLI BlackRock Basic Value V.I. Fund I 09253L405 BAVLI BlackRock Basic Value V.I. Fund II 09253L504 BAVII BlackRock Basic Value V.I. Fund III 09253L603 BVIII BlackRock Capital Appreciation V.I. Fund I 09253L843 FDGRI BlackRock Capital Appreciation V.I. Fund III 09253L827 FGIII BlackRock Equity Dividend V.I. Fund I 09253L512 UTTLI BlackRock Equity Dividend V.I. Fund III 09253L488 UTIII BlackRock Global Allocation V.I. Fund I 09253L777 GLALI BlackRock Global Allocation V.I. Fund II 09253L769 GLAII BlackRock Global Allocation V.I. Fund III 09253L751 GAIII BlackRock Global Opportunities V.I. Fund I 09253L819 GLGRI BlackRock Global Opportunities V.I. Fund III 09253L785 GGIII BlackRock High Yield V.I. Fund I 09253L710 HICUI BlackRock International V.I. Fund I 09253L645 IVVVI BlackRock Large Cap Core V.I. Fund I 09253L611 LGCCI BlackRock Large Cap Core V.I. Fund II 09253L595 LGCII BlackRock Large Cap Core V.I. Fund III 09253L587 LCIII BlackRock Large Cap Growth V.I. Fund I 09253L579 LGGGI BlackRock Large Cap Growth V.I. Fund III 09253L553 LGIII BlackRock Large Cap Value V.I. Fund I 09253L546 LCATT BlackRock Large Cap Value V.I. Fund II 09253L538 LCBTT BlackRock Large Cap Value V.I. Fund III 09253L520 LVIII BlackRock Money Market V.I. Fund I 09253L876 DMMKI BlackRock S&P 500 Index V.I. Fund I 09253L678 IDXVI BlackRock S&P 500 Index V.I. Fund II 09253L660 IXVII BlackRock Total Return V.I. Fund I 09253L702 CRBDI BlackRock Total Return V.I. Fund III 09253L884 CBIII BlackRock U.S. Government Bond V.I. Fund I 09253L744 GVBDI BlackRock Value Opportunities V.I. Fund I 09253L470 SMCPI BlackRock Value Opportunities V.I. Fund II 09253L462 SMCII BlackRock Value Opportunities V.I. Fund III 09253L454 SCIII BlackRock High Yield V.I. Fund III 09253L686 HCIII BlackRock U.S. Government Bond V.I. Fund III 09253L738 SCHEDULE C
ADMINISTRATIVE PARTICIPATION AGREEMENT SERVICES AGREEMENT COMPANY FUND COMPANY DATE DATE ------- ------------------------------- ----------------------- ------------------ AGL Mercury Asset Management V.I. 09/01/99 None Located Funds, Inc.; Princeton Funds Distributor, Inc. AGL Merrill Lynch Variable Series 09/01/99 09/01/99 Funds, Inc.; Princeton Funds Distributor, Inc. AGL Hotchkis and Wiley Variable 09/30/99 None Located Trust; Princeton Funds Distributor, Inc. AGL Merrill Lynch Asset None Located No date Management; AIG Life Insurance Co. AGLD BlackRock Variable Series 5/1/12 5/1/12 Funds, Inc.; BlackRock Investments; BlackRock Advisors, LLC (Amendment) AGLD Merrill Lynch Variable Series 11/14/97 06/04/98 Funds, Inc. AGLD Mercury Asset Management V.I. 04/30/99 None Located Funds, Inc. AGLD Hotchkis and Wiley Variable 04/30/99 05/01/99 Trust; Hotchkis and Wiley AGLD Merrill Lynch Variable Series 05/01/00 None Located Funds, Inc.; Princeton Funds Distributor, Inc. AGLD Merrill Lynch Variable Series 06/09/03 07/01/03 Funds, Inc.; FAM Distributors, Inc.
EX-99.(H)(4)(B) 19 d419443dex99h4b.txt AMENDED & RESTATED ADMIN. SERVICES AGREEMENT BETWEEN BLACKROCK, AGL AND AGLD Exhibit (h)(4)(b) AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT is executed as of December ____, 2012 and effective as of December ____, 2012 (the "Agreement"), between BLACKROCK ADVISORS, LLC ("BAL") and the following life insurance companies organized under the laws of the states or jurisdictions as indicated below: AMERICAN GENERAL LIFE INSURANCE COMPANY (AGL) (Texas) AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE (AGLD) (Delaware) (formerly known as AIG Life Insurance Company) (AGL and AGLD collectively referred to hereinafter as the "Company") WHEREAS, BAL is the investment advisor to the BlackRock Variable Series Funds, Inc. (the "Fund"); and WHEREAS, the Company issues variable annuity contracts and/or variable life insurance policies (the "Contracts"); and WHEREAS, the Company, the Fund and BlackRock Investments, LLC have entered into an Amended and Restated Fund Participation Agreement ("Participation Agreement"), executed as of December ____, 2012 and effective as of December ____, 2012, providing for the sale of shares of the Fund to certain separate accounts of the Company ("Separate Accounts"); and WHEREAS, amounts invested in the Contracts by contract owners are deposited in the Separate Accounts of the Company which will in turn purchase shares of certain portfolios of the Fund, each of which is an investment option offered by the Contracts (the "Portfolios"); and WHEREAS, the Fund may derive savings in administrative expenses by virtue of having the Separate Accounts of the Company as shareholders of record of Fund shares and having the Company perform certain administrative services for the Fund (which services are identified on Schedule A hereto); and WHEREAS, neither BAL nor the Company has any contractual or other legal obligation to perform such administrative services for the Fund; and WHEREAS, the Company desires to be compensated for providing such administrative services to the Fund; and WHEREAS, BAL desires that the Fund benefit from the lower administrative expenses expected to result from the administrative services performed by the Company holding omnibus accounts with the Fund's transfer agent on behalf of contract owners. NOW, THEREFORE, the parties hereto agree as follows: 1 1. ADMINISTRATION EXPENSE PAYMENTS. (a) BAL, any of its affiliates and/or any of the Portfolios shall pay the Company an annual fee equal to certain percentages of the average daily assets of Portfolios purchased by Separate Accounts as options for the Company's insurance products as set forth below. No fees shall be paid for money market or index Portfolios. The basis point rate for Portfolios purchased by Separate Accounts as options of the Company's Private Placement products shall be ____ bps (____%). The basis point rate for Portfolios purchased by Separate Accounts as options of the Company's registered Variable Annuity (VA) products shall be ____ bps (____%). The basis point rate for Portfolios purchased by Separate Accounts as options of the Company's registered Variable Universal Life (VUL) products shall be ____ bps (____%). Since BAL is unable to reconcile invoices based on the Company's product types, BAL and the Company have further agreed to calculate the annual fee based on percentages of the average daily assets of Portfolios held in accounts (the "Transfer Agent Accounts") established by the Fund's transfer agent, all as specified in Schedule B hereto. The Company will be responsible for ensuring that a Transfer Agent Account is used only for investments which are entitled to the applicable basis point rate as specified in the paragraph above. Notwithstanding the foregoing, money market and index Portfolios may be held in any Transfer Agent Account, but the Company shall not be entitled to be paid with respect to those positions. (b) The Company shall calculate the payment contemplated by this Section 1 at the end of each calendar quarter ("Quarterly Payment"). BAL or its designee will submit such payment to the Company, after the receipt of an invoice by the Company. Please submit invoices to BAL or its designee at: NonStandard.Invoices@blackrock.com. The invoice will be submitted on a quarterly basis in a Microsoft Excel format and include the following information: 1. The total average daily net assets during the period covered by the invoice for each Portfolio and share class (ticker/CUSIP) at the Transfer Agent Account level. 2. The basis point rate that applies to each Transfer Agent Account. 3. The subtotal amount due for each fund and share class (ticker/CUSIP). 4. The total amount due. 5. Invoice submitted on Company letterhead. 6. Each invoice to include an invoice number. 5. Payment instructions (Wire/Check/ACH). 6. Contact information for the Company. Invoices must be received in a timely manner. Any invoice which is received subsequent to six (6) months after the time period covered by the 2 invoice may be subject to non-payment. Additions or adjustments by the Company to previously received invoices submitted subsequent to six (6) months after the time period covered by the invoice may also be subject to non-payment. BAL or its designee shall pay invoices in good standing within a reasonable time after having received by it from the Company. The parties acknowledge and agree that the assets and/or accounts covered under the terms of this Agreement will not be subject to fees or any additional payment arrangements with BAL or its affiliates for Services, sub-transfer agency, sub-accounting, networking services or for any similar services, other than as described herein. Company represents and warrants that it is not invoicing, and during the Agreement will not invoice, BAL or its affiliates for duplicative fees as described in the preceding sentence. Any invoices shall only cover time periods for which this Agreement is in effect. (c) The Company hereby represents that the fees paid to it pursuant to this Agreement are reasonable in relation to the services it provides and reasonably similar to fees it receives for equivalent services provided to other parties. From time to time, the parties shall review the Quarterly Payment to determine whether it exceeds or is reasonably expected to exceed the incurred and anticipated costs, over time, of the Company. The parties agree to negotiate in good faith a reduction to the Quarterly Payment as necessary to eliminate any such excess. 2. NATURE OF PAYMENTS. The parties to this Agreement recognize and agree that the payments to the Company are for administrative services only and do not constitute payment in any manner for investment advisory services or for costs of distribution of Contracts or of Fund shares and are not otherwise related to investment advisory or distribution services or expenses. The amount of administration expense payments made to the Company pursuant to Section 1(a) of this Agreement are intended to reimburse or compensate the Company for providing administrative services with respect to the Contracts or any Separate Accounts. 3. TERM AND TERMINATION. (a) Any party may terminate this Agreement, without penalty, on sixty days' advance written notice to the other party. Unless so terminated, this Agreement shall continue in effect for so long as BAL or its successor(s) in interest, or any affiliate thereof, continues to perform in a similar capacity for the Fund, and for so long as the Company or its successors(s) in interest, or any affiliate thereof, provides the services contemplated hereunder with respect to Contracts under which values or monies are allocated to a Portfolio. (b) This Agreement shall automatically terminate upon (i) the termination of the Amended and Restated Fund Participation Agreement between the Company and the Fund, or (ii) the dissolution or bankruptcy of any party hereto, or in the event that any party hereto is placed in receivership or 3 rehabilitation, or in the event that the management of its affairs is assumed by any governmental, regulatory or judicial authority. 4. AMENDMENT. This Agreement may be amended only upon mutual agreement of the parties hereto in writing. 5. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered to the following addresses or such other address for a party as shall be specified in a notice given in accordance with this notice section: To BAL: With a copy to: BLACKROCK ADVISORS, LLC BLACKROCK, INC. Attn: Lisa Hill Attn: U.S. Retail, Business Analytics General Counsel 55 East 52nd Street 40 East 52nd Street New York, NY 10055 New York, NY 10022 To the Company: American General Life Insurance Company 2919 Allen Parkway, L4-01 Houston, Texas 77019-2135 ATTN: General Counsel American General Life Insurance Company of Delaware 2919 Allen Parkway, L4-01 Houston, Texas 77019-2135 ATTN: General Counsel 6. MISCELLANEOUS. (a) Successors and Assigns. This Agreement shall be binding upon the parties hereto and their transferees, successors and assigns. The benefits of and the right to enforce this Agreement shall accrue to the parties and their transferees, successors and assigns. It is anticipated that American General Life Insurance Company of Delaware ("AGLD"), a party to this Agreement, will be merging with and into American General Life Insurance Company ("AGL"), the surviving company and also an affiliate of AGLD and a party to this Agreement, on or about December 31, 2012 (the "Merger"). In contemplation of this Merger, it is affirmed and acknowledged that upon occurrence of such event, the benefits of and the right to enforce this Agreement shall accrue to AGL, the successor, without further action on the part of any parties to this Agreement. 4 (b) Assignment. Neither this Agreement nor any of the rights, obligations or liabilities of either party hereto shall be assigned without the written consent of the other party. (c) Intended Beneficiaries. Nothing in this Agreement shall be construed to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the parties hereto. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument. (e) Applicable Law. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of New York, without reference to the conflict of law thereof. (f) Severability. If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as of the invalid or unenforceable portion had not been inserted. (g) Entire Agreement. This Agreement, including the attachments hereto, constitutes the entire agreement between the parties with respect to the matters dealt with herein, and terminates and supersedes all previous agreements, written or oral, with respect to such matters. Such prior agreements are set forth in Schedule C to the best of the parties' knowledge and belief, but the parties acknowledge that Schedule C may not contain a complete list. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives. BLACKROCK ADVISORS, LLC By: ------------------------------- Name: ------------------------------- Title: ------------------------------- AMERICAN GENERAL LIFE INSURANCE COMPANY ATTEST: By: By: ----------------------------- ---------------------------- Name: Name: ----------------------------- ---------------------------- Title: Title: ----------------------------- ---------------------------- AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: By: ----------------------------- ---------------------------- Name: Name: ----------------------------- ---------------------------- Title: Title: ----------------------------- ---------------------------- AGREED AND ACCEPTED: BLACKROCK INVESTMENTS, LLC By: ------------------------------- Name: ------------------------------- Title: ------------------------------- 6 SCHEDULE A ADMINISTRATIVE SERVICES FOR THE FUND MAINTENANCE OF BOOKS AND RECORDS . Maintaining an inventory of share purchases to assist transfer agent in recording issuance of shares. . Performing miscellaneous accounting services to assist transfer agent in recording transfers of shares (via net purchase orders). . Reconciliation and balancing of the Separate Account at the Fund level in the general ledger and reconciliation of cash accounts at general account level. PURCHASE ORDERS . Determination of net amount of cash flow into Fund. . Reconciliation and deposit of receipts at Fund and confirmation thereof. REDEMPTION ORDERS . Determination of net amount required for redemptions by Fund. . Notification to Fund of cash required to meet payments. . Cost of share redemptions. REPORTS . Periodic information reporting to the Fund. FUND-RELATED CONTRACT OWNER SERVICES . Telephonic support for contract owners with respect to inquiries about the Fund (not including information about performance or related to sales.) OTHER ADMINISTRATIVE SUPPORT . Operational and recordkeeping services. . Providing other administrative support to the Fund as mutually agreed between the Company and the Fund. . Relieving the Fund of other usual or incidental administrative services provided to individual contract owners. . Preparation of reports to certain third-party reporting services. 7 SCHEDULE B*
ACCOUNT REGISTRATION ADDRESS BLOCK SEPARATE ACCOUNT RATE (BPS) ------- -------------------------- AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE --------- 2727 A-ALLEN PARKWAY PP __ HOUSTON TX 77019 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE --------- 2727 A-ALLEN PARKWAY HOUSTON TX 77019 VUL __ AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTN: HENLEY SMITH --------- 2727-A ALLEN PARKWAY HOUSTON TX 77019-0000 VA __ AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTN: HENLEY SMITH --------- 2727-A ALLEN PARKWAY HOUSTON TX 77019-0000 PP __ AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTN: HENLEY SMITH --------- 2727-A ALLEN PARKWAY HOUSTON TX 77019-0000 VA __ THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ATTN: HENLEY SMITH --------- 2727-A ALLEN PARKWAY HOUSTON TX 77019 VA __ THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK --------- 2727 A-ALLEN PARKWAY HOUSTON TX 77019 VUL __
*No fees shall be paid for the money market or index V.I. Portfolios. 8 SCHEDULE C
ADMINISTRATIVE PARTICIPATION AGREEMENT SERVICES AGREEMENT COMPANY FUND COMPANY DATE DATE ------- ------------------------------------- ----------------------- ------------------ AGL Mercury Asset Management V.I. Funds, Inc.; Princeton Funds Distributor, Inc. 09/01/99 None Located AGL Merrill Lynch Variable Series Funds, Inc.; Princeton Funds Distributor, Inc. 09/01/99 09/01/99 AGL Hotchkis and Wiley Variable Trust; Princeton Funds Distributor, Inc. 09/30/99 None Located AGL Merrill Lynch Asset Management; AIG Life Insurance Co. None Located No date AGLD BlackRock Variable Series Funds, Inc.; BlackRock Investments; BlackRock Advisors, LLC (Amendment) 5/1/12 5/1/12 AGLD Merrill Lynch Variable Series Funds, Inc. 11/14/97 06/04/98 AGLD Mercury Asset Management V.I. Funds, Inc. 04/30/99 None Located AGLD Hotchkis and Wiley Variable Trust; Hotchkis and Wiley 04/30/99 05/01/99 AGLD Merrill Lynch Variable Series Funds, Inc.; Princeton Funds Distributor, Inc. 05/01/00 None Located AGLD Merrill Lynch Variable Series Funds, Inc.; FAM Distributors, Inc. 06/09/03 07/01/03
9
EX-99.(H)(5)(A) 20 d419443dex99h5a.txt FIDELITY VIP RESTATED PA DATED APRIL 27, 2012 Exhibit (h)(5)(a) AMENDED AND RESTATED -------------------- PARTICIPATION AGREEMENT ----------------------- Among VARIABLE INSURANCE PRODUCTS FUNDS, ---------------------------------- FIDELITY DISTRIBUTORS CORPORATION --------------------------------- and AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE --------------------------------------------------- THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 27th day of April, 2012 by and among AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE (formerly AIG Life Insurance Company), a Delaware life insurance company (hereinafter the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund"). RECITALS -------- WHEREAS, each Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") and qualified pension and retirement plans within the meaning of Treasury Regulation section 1.817-5(f)(3)(iii) ("Qualified Plans") to be offered by insurance companies which have entered into participation agreements with the Fund and the Underwriter (hereinafter "Participating Insurance Companies"); and WHEREAS, the beneficial interest in each Fund is divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available under this 1 Agreement, as may be amended from time to time by mutual agreement of the parties hereto (each such series hereinafter referred to as a "Portfolio"); and WHEREAS, each Fund has obtained an order from the Securities and Exchange Commission, dated October 15, 1985 (File No. 812-6102) or September 17, 1986 (File No. 812-6422), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and WHEREAS, each Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and WHEREAS, the variable life insurance and/or variable annuity products identified on Schedule A hereto ("Contracts") have been or will be registered by the Company under the 1933 Act, unless such Contracts are exempt from registration thereunder; and WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid Contracts; and WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act, unless such Account is exempt from registration thereunder; and WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority (hereinafter "FINRA"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid Contracts and the Underwriter is authorized to sell such shares to each Account at net asset value; 2 AGREEMENT --------- NOW, THEREFORE, in consideration of their mutual promises, the Company, the Underwriter and each Fund agree as follows: ARTICLE A. Amendment and Restatement; Form of Agreement -------------------------------------------- This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter and Company with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below. 1. Amended and Restated Participation Agreement dated August 23, 2006 among Company, Underwriter and Variable Insurance Products Fund I, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Fund IV 2. Sub-License Agreement dated August 23, 2006 among Underwriter and Company In addition, the parties hereby amend and restate their agreements herein. Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Underwriter had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund. ARTICLE I. Sale of Fund Shares ------------------- 1.1. The Underwriter agrees to sell to the Company those shares of the Fund which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Boston time on the next following Business Day. Beginning within three months of the effective date of this Agreement, the Company agrees that all orders for the purchase and redemption of Fund shares on behalf of the Accounts will be placed by the Company with the Funds or their transfer agent by electronic transmission. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and 3 on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 1.2. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts and Qualified Plans. No shares of any Portfolio will be sold to the general public. 1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company, separate account or Qualified Plan unless an agreement containing provisions substantially the same as Articles I, III, V, VII and Section 2.5 of Article II of this Agreement is in effect to govern such sales. 1.5. The Fund agrees to redeem for cash, on the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. This section shall not apply to Fund shares or share classes that are subject to redemption fees. The Company shall not purchase or redeem Fund shares that are subject to redemption fees, including shares of Portfolios or share classes that later become subject to redemption fees, in the absence of an additional written agreement signed by all parties. 1.6. The Company agrees that purchases and redemptions of Portfolio shares offered by the then current prospectus of the Fund shall be made in accordance with the provisions of such prospectus. 1.7. The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal funds so wired, such funds shall 4 cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated (normally by 6:30 p.m. Boston time) and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time. 1.11. The parties agree that the Contracts are not intended to serve as vehicles for frequent transfers among the Portfolios in response to short-term stock market fluctuations. A. Accordingly, the Company represents and warrants that: (a) all purchase and redemption orders it provides under this Article I shall result solely from Contract Owner transactions fully received and recorded by the Company before the time as of which each applicable Portfolio net asset value was calculated (currently 4:00 p.m. Eastern Standard Time); (b) it will comply with its policies and procedures designed to prevent excessive trading as approved by the Fund, or will comply with the Fund's policies and procedures regarding excessive trading as set forth in the Fund's prospectus; (c) any annuity contract forms or variable life insurance policy forms not in use at the time of execution of this Agreement, but added to in the future via amendment of Schedule A hereto, will contain language reserving to the Company the right to refuse to accept instructions from persons that engage in market timing or other excessive or disruptive trading activity. 1.12 A. Company agrees to comply with its obligations under applicable anti-money laundering ("AML") laws, rules and regulations, including but not limited to its 5 obligations under the United States Bank Secrecy Act of 1970, as amended (by the USA PATRIOT Act of 2001 and other laws), and the rules, regulations and official guidance issued thereunder (collectively, the "BSA"). B. The Company agrees to undertake inquiry and due diligence regarding the customers to whom the Company offers and/or sells Portfolio shares or on whose behalf the Company purchases Portfolio shares. You further represent that the inquiry and due diligence are reasonably designed to determine whether the Company is prohibited from dealing with any such customer by (i) economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") (collectively, the "Sanctions"); or (ii) any of the Special Measures under 31 USC 5318 A of the Bank Secrecy Act ("Special Measures"). C. The Company hereby represents, covenants and warrants to the Fund and the Underwriter that neither the Company nor any of the Company's affiliates maintain offices in any country or territory to which any of the Sanctions or Special Measures prohibit the export of financial services. D. The Company agrees to notify the Fund and the Underwriter or the Portfolios' transfer agent promptly when and if it learns that the establishment or maintenance of any account holding Portfolio shares or a transaction in Portfolio shares violates any of the Sanctions or Special Measures. ARTICLE II. Representations and Warranties ------------------------------ 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under the Delaware Insurance Code and that each Account is either registered or exempt from registration as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Arizona and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws 6 of the various states only if and to the extent deemed advisable by the Fund or the Underwriter. 2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.4. The Company represents that the Contracts are currently treated as endowment, life insurance or annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5. (a) With respect to Initial Class shares, the Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. The Fund has adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (b) With respect to Service Class shares and Service Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it makes payments to finance distribution expenses. The Fund represents and warrants that it has a board of trustees, a majority of whom are not interested persons of the Fund, which has formulated and approved each of its Rule 12b-1 Plans to finance distribution expenses of the Fund and that any changes to the Fund's Rule 12b-1 Plans will be approved by a similarly constituted board of trustees. 2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the Commonwealth of Massachusetts and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the Commonwealth of Massachusetts to the extent required to perform this Agreement. 2.7. The Underwriter represents and warrants that it is a member in good standing of the FINRA and is registered as a broker-dealer with the SEC. The 7 Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the Commonwealth of Massachusetts and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act. 2.9. The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the Commonwealth of Massachusetts and any applicable state and federal securities laws. 2.10. The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, and that said bond is issued by a reputable bonding company, includes coverage for larceny and embezzlement, and is in an amount not less than $5 million. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III. Prospectuses and Proxy Statements; Voting ----------------------------------------- 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document ("Disclosure Document") for the Contracts and the Fund's prospectus printed together in one document, and to have the 8 Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i)solicit voting instructions from Contract owners; (ii)vote the Fund shares in accordance with instructions received from Contract owners; and (iii)vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance 9 Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. ARTICLE IV. Sales Material and Information ------------------------------ 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or Disclosure Document for the Contracts, as such registration statement or 10 Disclosure Document may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, Disclosure Documents, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to or affect the Fund, the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, Disclosure Documents, Statements of Additional Information, shareholder reports, and proxy materials. ARTICLE V. Fees and Expenses ----------------- 5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be 11 made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund. 5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Fund's shares. 5.3. The Company shall bear the expenses of distributing the Fund's prospectus and reports to owners of Contracts issued by the Company. The Fund shall bear the costs of soliciting Fund proxies from Contract owners, including the costs of mailing proxy materials and tabulating proxy voting instructions, not to exceed the costs charged by any service provider engaged by the Fund for this purpose. The Fund and the Underwriter shall not be responsible for the costs of any proxy solicitations other than proxies sponsored by the Fund. ARTICLE VI. Diversification --------------- 6.1. The Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. ARTICLE VII. Potential Conflicts ------------------- 7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a 12 public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 13 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. Indemnification --------------- 8.1. Indemnification By The Company ------------------------------ 8.1(a). The Company agrees to indemnify and hold harmless the Fund and each trustee of the Board and officers and each person, if any, who controls the Fund 14 within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of, or investment in, the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Disclosure Documents for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in any Disclosure Document relating to the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or 15 (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. 8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable. 8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund. 8.2. Indemnification by the Underwriter ---------------------------------- 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as 16 such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of, or investment in, the Fund's shares or the Contracts and: (i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii)arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii)arise out of any untrue statement or alleged untrue statement of a material fact contained in a Disclosure Document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund; or (iv)arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or 17 (v)arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. 8.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account. 8.3. Indemnification By the Fund --------------------------- 8.3(a). The Fund agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities 18 (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and: (i)arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement);or (ii)arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable. 8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 19 8.3(d). The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Fund. ARTICLE IX. Applicable Law -------------- 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. 9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X. Termination ----------- 10.1. This Agreement shall continue in full force and effect until the first to occur of: (a)termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or (b)termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or (c)termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (d)termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, 20 or if the Company reasonably believes that the Fund may fail to so qualify; or (e)termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or (f)termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (g)termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or 10.2. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. 10.3. The provisions of Articles II (Representations and Warranties), VIII (Indemnification), IX (Applicable Law) and XII (Miscellaneous) shall survive termination of this Agreement. In addition, all other applicable provisions of this Agreement shall survive termination as long as shares of the Fund are held on behalf of Contract owners in accordance with section 10.2, except that the Fund and Underwriter shall have no further obligation to make Fund shares available in Contracts issued after termination. 10.4. The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company's assets held in the 21 Account) except (i) as necessary to implement Contract Owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption") or (iii) as permitted by an order of the SEC pursuant to Section 26(c) of the 1940 Act. Upon request, the Company will promptly furnish to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days notice of its intention to do so. ARTICLE XI. Notices ------- Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer If to the Company: American General Life Insurance Company of Delaware 2919 Allen Parkway, L4-01 Houston TX 77019 Attention: General Counsel If to the Underwriter: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer ARTICLE XII. Miscellaneous ------------- 12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 22 12.2 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party. 12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the California Insurance Regulations and any other applicable law or regulations. 12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Underwriter may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Underwriter, if such assignee is duly licensed and registered to perform the obligations of the Underwriter under this Agreement. The Company shall promptly notify the Fund and the Underwriter of any change in control of the Company. 12.9. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports: 23 (a)the Company's annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any), as soon as practical and in any event within 90 days after the end of each fiscal year; (b)the Company's quarterly statements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each quarterly period: (c)any financial statement, proxy statement, notice or report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders; (d)any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulator, as soon as practical after the filing thereof; (e)any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof. 24 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative. AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE By: /s/ Rodney E. Rishel ------------------------ Name: Rodney E. Rishel Its: Senior Vice President ATTEST: By: /s/ Lauren W. Jones ------------------------ Name: Lauren W. Jones Its: Assistant Secretary VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II VARIABLE INSURANCE PRODUCTS FUND III VARIABLE INSURANCE PRODUCTS FUND IV, and VARIABLE INSURANCE PRODUCTS FUND V By: [ILLEGIBLE] ------------------------ Name: [ILLEGIBLE] Title: Deputy Treasurer FIDELITY DISTRIBUTORS CORPORATION By: /s/ William F. Loehning ------------------------ Name: William F. Loehning Title: Executive Vice President Date: 25 Schedule A ---------- Separate Accounts and Associated Contracts ------------------------------------------ Name of Separate Account and Policy Form Numbers of Contracts Date Established by Board of Directors Funded By Separate Account -------------------------------------- -------------------------- Variable Account I 45648-4/87 (Individual Single Premium Variable Deferred Annuity Contract) (June 5, 1986) 52049 (Group Flexible Premium Variable Deferred Annuity Contract) 56450 (Group Flexible Premium Variable Deferred Annuity Certificate) 56777 (Individual Flexible Premium Variable Deferred Annuity Contract) 11VAN0896 (Individual Variable Annuity Contract) 11VAN0896GP (Group Variable Annuity Contract) 16VAN0896 (Certificate of Coverage) 11GVAN999 11NLVAN100 16GNSVAN800 16GVAN999 11GNSVAN800 16GNSVAN800P Variable Account II 1VUL1294 (Individual Flexible Variable Universal Life Insurance Policy) (June 5, 1986) 11GVUL0597 (Group Flexible Premium Variable Life Insurance Policy) 16VUL0597 (Group Flexible Premium Variable Life Insurance Certificate) 11GVULD997 (Group Flexible Premium Variable Life Insurance Policy) (Sex-Distinct) 11GVULU997 (Group Flexible Premium Variable Life Insurance Policy) (Uni-Sex) 11VUL399 (Flexible Premium Variable Life Insurance Policy) 11VUL399G (Group Flexible Premium Variable Life Insurance Policy) 16VUL399G (Group Flexible Premium Variable Life Insurance Certificate) 11VUL800 (Individual Flexible Variable Universal Life Insurance Policy) 16GVULU997 16GVULD997 Variable Account III GVA-1067 (Eastern Airlines, Inc. Variable Benefit Plan for Flight Engineers - Non-Participating Single Premium Group Variable Annuity Contract) (October 27, 1994) GVA-1075 (Eastern Airlines, Inc. Variable Benefit Plan for Pilots - Non-Participating Single Premium Group Variable Annuity Contract) Variable Account IV 11GVUL0495 (group contract) (July 18, 1995) 11PVUL0996 12PVUL1098X
26 Variable Account 7 16GVUL0495 (group certificate) (July 18, 1995) 11FJVUL798 11PVUL0996 Variable Account 9 11GVUL0197 (group contract) (July 18, 1995) 11FJVUL798 Variable Account 10 16GVUL0197 (group certificate) (July 18, 1995) 11PVUL0996 (individual contract) 11JVUL0197 (individual contract) 11JVUL0798 (individual contract) 52221 (7/91) (individual contract) 12PVUL1098X Rider Variable Account 101 02056 - Premier PPVUL (August 29, 2002) 11FJVUL798 - Premier PPVUL Variable Account 102 05060 - Premier PPVA (June 1, 2005) Variable Account 104 05060 - Premier PPVA (August 5, 2009) Variable Account 105 Premier PPVUL (June 5, 1986) Variable Account 106 09065 - Group PPVUL (March 1, 2010) Variable Account 107 10060 - Group PPVA contract (August 5, 2010) 10061 - Group PPVA certificate 27 SCHEDULE B PROXY VOTING PROCEDURE The following is a list of procedures and corresponding responsibilities for the handling of proxies relating to the Fund by the Underwriter, the Fund and the Company. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party assigned by the Insurance Company to perform the steps delineated below. 1. The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Fund for the shareholder meeting to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units which are attributed to each contractowner/policyholder (the "Customer") as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers' accounts as of the Record Date. Note: The number of proxy statements is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to Fidelity, as soon as possible, but no later than two weeks after the Record Date. 3. The Fund's Annual Report no longer needs to be sent to each Customer by the Company either before or together with the Customers' receipt of a proxy statement. Underwriter will provide the last Annual Report to the Company pursuant to the terms of Section 3.3 of the Agreement to which this Schedule relates. 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Fund. The Company shall produce and personalize the Voting Instruction Cards. The Legal Department of the Underwriter or its affiliate ("Fidelity Legal") must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: a. name (legal name as found on account registration) b. address c. Fund or account number d. coding to state number of units e. individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund) 28 (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) 5. During this time, Fidelity Legal will develop, produce, and the Fund will pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Fund). Contents of envelope sent to Customers by Company will include: a. Voting Instruction Card(s) b. One proxy notice and statement (one document) c. return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent d. "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.) e. cover letter - optional, supplied by Company and reviewed and approved in advance by Fidelity Legal. 6. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to Fidelity Legal. 7. Package mailed by the Company. * The Fund must allow at least a 15-day solicitation time to the ---- Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but not --- including) the meeting, counting backwards. 8. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry. Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance company's internal procedure and has not been required by Fidelity in the past. 9. Signatures on Card checked against legal name on account registration which was printed on the Card. 29 Note: For Example, If the account registration is under "Bertram C. Jones, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. 10.If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be not received for purposes of vote tabulation. Any Cards --- -------- that have "kicked out" (e.g. mutilated, illegible) of the procedure are "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 11.There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. 12.The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of shares.) Fidelity Legal must ------ review and approve tabulation format. 13.Final tabulation in shares is verbally given by the Company to Fidelity Legal on the morning of the meeting not later than 10:00 a.m. Boston time. Fidelity Legal may request an earlier deadline if required to calculate the vote in time for the meeting. 14.A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. Fidelity Legal will provide a standard form for each Certification. 15.The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, Fidelity Legal will be permitted reasonable access to such Cards. 16.All approvals and "signing-off" may be done orally, but must always be followed up in writing. 30 SUB-LICENSE AGREEMENT --------------------- Agreement effective as of this 27th day of April, 2012, by and between Fidelity Distributors Corporation (hereinafter called "Fidelity"), a corporation organized and existing under the laws of the Commonwealth of Massachusetts, with a principal place of business at 82 Devonshire Street, Boston, Massachusetts, and American General Life Insurance Company of Delaware (hereinafter called "Company"), a company organized and existing under the laws of the State of Delaware with a principal place of business at 405 King Street, 4/th/ Floor, Wilmington, Delaware 19801. WHEREAS, FMR LLC, a Delaware limited liability company ("FMR"), the parent company of Fidelity, is the owner of (1) the tradename "FIDELITY INVESTMENTS" , (2) federal service mark registrations consisting of the term "FIDELITY INVESTMENTS" and (3) a federal service mark registration consisting of the term FIDELITY INVESTMENTS in conjunction with a pyramid design ("Fidelity Logo"), (the foregoing, collectively referred to hereinafter as the "Fidelity Trademarks"), as set forth in the attached hereto as Exhibit "A"; and WHEREAS, FMR has granted a license to Fidelity (the "Master License Agreement") to sub-license the Fidelity Trademarks to third parties for their use in connection with Promotional Materials as hereinafter defined; and WHEREAS, Company is desirous of using the Fidelity Trademarks in connection with distribution of "sales literature and other promotional material" with information, including the Fidelity Trademarks, printed in said material (such material hereinafter called the Promotional Material). For the purpose of this Agreement, "sales literature and other promotional material" shall have the same meaning as in the certain Participation Agreement dated as of the 27th day of April, 2012 among Fidelity, Company and the Variable Insurance Products Funds (hereinafter "Participation Agreement"); and WHEREAS, Fidelity is desirous of having the Fidelity Trademarks used in connection with the Promotional Material. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy whereof is hereby acknowledged, and of the mutual promises hereinafter set forth, the parties hereby agree as follows: 1. Fidelity hereby grants to Company a non-exclusive, non-transferable license to use the Fidelity Trademarks in connection with the promotional distribution of the Promotional Material and Company accepts said license, subject to the terms and conditions set forth herein. 2. Company acknowledges that FMR is the owner of all right, title and interest in the Fidelity Trademarks and agrees that it will do nothing inconsistent with the ownership of the Fidelity 31 Trademarks by FMR and that it will not, now or hereinafter, contest any registration or application for registration of the Fidelity Trademarks by FMR, or its successors or assigns nor will it, now or hereafter, aid anyone in contesting any registration or application for registration of the Fidelity Trademarks by FMR or its successors or assigns. 3. Company agrees to use the Fidelity Trademarks only in the form and manner approved by Fidelity and not to use any other trademark, service mark or registered trademark in combination with any of the Fidelity Trademarks without approval by Fidelity. 4. Company agrees that it will place all necessary and proper notices and legends in order to protect the interests of FMR and Fidelity therein pertaining to the Fidelity Trademarks on the Promotional Material including, but not limited to, symbols indicating trademarks, service marks and registered trademarks. Company will place such symbols and legends on the Promotional Material as requested by Fidelity or FMR upon receipt of notice of same from Fidelity or FMR. All references to the Fidelity Logo shall be followed by the (R) symbol denoting federal service mark registration. All references to Fidelity Investments, when used in a trademark sense, as opposed to a trade name sense, shall be followed by the (R) symbol denoting federal service mark registration. All Promotional Materials in which the Fidelity Trademarks appear shall contain the following notice: "FIDELITY INVESTMENTS and the FIDELITY INVESTMENTS & Pyramid Design Logo are registered service marks of FMR LLC used under license." 5. Company agrees that the nature and quality of all of the Promotional Material distributed by Company bearing the Fidelity Trademarks shall conform to standards set by, and be under the control of, Fidelity. 6. Company agrees to cooperate with Fidelity in facilitating Fidelity's control of the use of the Fidelity Trademarks and of the quality of the Promotional Material to permit reasonable inspection of samples of same by Fidelity and to supply Fidelity with reasonable quantities of samples of the Promotional Material upon request. 7. Company represents and warrants that it shall comply with all applicable laws and regulations and obtain any and all licenses or other necessary permits pertaining to the distribution of said Promotional Material. 8. Company agrees to notify Fidelity of any unauthorized use of the Fidelity Trademarks by others promptly as it comes to the attention of Company. Fidelity or FMR shall have the sole right and discretion to commence actions or other proceedings for infringement, unfair competition or the like involving the Fidelity Trademarks and Company shall cooperate in any such proceedings if so requested by Fidelity or FMR. 9. This agreement shall continue in force until terminated by Fidelity. This agreement shall automatically terminate upon termination of the Master License Agreement. In addition, Fidelity shall have the right to terminate this agreement at any time upon notice to Company, with or without 32 cause. Upon any such termination, Company agrees to cease immediately all use of the Fidelity Trademarks and shall destroy, at Company's expense, any and all materials in its possession bearing the Fidelity Trademarks, and agrees that all rights in the Fidelity Trademarks and in the goodwill connected therewith shall remain the property of FMR Unless so terminated by Fidelity, or extended by written agreement of the parties, this agreement shall expire on the termination of that certain Participation Agreement. 10. Company shall indemnify Fidelity and FMR and hold each of them harmless from and against any loss, damage, liability, cost or expense of any nature whatsoever, including without limitation, reasonable attorneys' fees and all court costs, arising out of use of the Fidelity Trademarks by Company. 11. In consideration for the promotion and advertising of Fidelity as a result of the distribution by Company of the Promotional Material, Company shall not pay any monies as a royalty to Fidelity for this license. 12. This agreement is not intended in any manner to modify the terms and conditions of the Participation Agreement. In the event of any conflict between the terms and conditions herein and thereof, the terms and conditions of the Participation Agreement shall control. 13.This agreement shall be interpreted according to the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties hereunto set their hands and seals, and hereby execute this agreement, as of the date first above written. FIDELITY DISTRIBUTORS CORPORATION By: /s/ William F. Loehning ----------------------------- Name: William F. Loehning Title: Executive Vice President Date: 33 AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE By: /s/ Rodney E. Rishel ----------------------------- Name: Rodney E. Rishel Title: Senior Vice President ATTEST: By: /s/ Lauren W. Jones ----------------------------- Name: Lauren W. Jones Title: Assistant Secretary 34 EXHIBIT A Int. Cl.: 36 Prior U.S. Cls.: 101 and 102 Reg. No. 1,481,040 United States Patent and Trademark Office Registered Mar. 15, 1988 ------------------------------------------------------------------ SERVICE MARK PRINCIPAL REGISTER [LOGO] FIDELITY INVESTMENTS FMR CORP. (MASSACHUSETTS CORPORATION) FIRST USE 2-22-1984; IN COMMERCE 82 DEVONSHIRE STREET 2-22-1984. BOSTON, MA 02109, ASSIGNEE OF FIDELITY DISTRIBUTORS CORPORATION NO CLAIM IS MADE TO THE EXCLUSIVE (MASSACHUSETTS CORPORATION) BOSTON, RIGHT TO USE "INVESTMENTS", APART MA 02109 FROM THE MARK AS SHOWN. FOR: MUTUAL FUND AND STOCK BROKERAGE SER. NO. 641,707, FILED 1-28-1987 SERVICES, IN CLASS 36 (U.S. CLS. 101 AND 102) RUSS HERMAN, EXAMINING ATTORNEY 35
EX-99.(H)(5)(B) 21 d419443dex99h5b.txt FIDELITY SERVICE CONTRACT DATED APRIL 27, 2012 Exhibit (h)(5)(b) AMENDED AND RESTATED SERVICE CONTRACT Variable Insurance Products Fund Variable Insurance Products Fund II Variable Insurance Products Fund III Variable Insurance Products Fund IV Variable Insurance Products Fund V To Fidelity Distributors Corporation: We desire to enter into a Contract with you for activities in connection with (i) the distribution of shares of the portfolios of Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV and Variable Insurance Products V (collectively, the "Funds") of which you are the principal underwriter as defined in the Investment Company Act of 1940 (the "Act") and for which you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below). THIS AMENDED AND RESTATED SERVICE CONTRACT BETWEEN THE PARTIES NAMED BELOW HEREBY AMENDS, RESTATES AND/OR SUPERCEDES IN ITS ENTIRETY THE FOLLOWING CONTRACTS: (I) AMENDED AND RESTATED SERVICE CONTRACT WITH RESPECT TO SERVICE CLASS 2 SHARES DATED AS OF MAY 22, 2003 BETWEEN FIDELITY DISTRIBUTORS CORPORATION AND AMERICAN GENERAL EQUITY SERVICES CORPORATION, AN AFFILIATE OF AMERICAN GENERAL LIFE INSURANCE COMPANY, AND (II) SERVICE CONTRACT WITH RESPECT TO SERVICE CLASS 2 SHARES DATED AS OF OCTOBER 1, 2000 BETWEEN FIDELITY DISTRIBUTORS CORPORATION AND AMERICAN GENERAL SECURITIES INCORPORATED, AN AFFILIATE OF THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK: THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS: 1. We shall provide distribution and certain shareholder services for our clients who own or are considering the purchase of variable annuity contracts or variable life insurance policies for which shares of the Funds are available as underlying investment options ("Variable Products"), which services may include, without limitation, answering questions about the Funds from owners of Variable Products; receiving and answering correspondence (including requests for prospectuses and statements of additional information for the Funds); performing sub-accounting with respect to Variable Products' values allocated to the Funds; preparing, printing and distributing reports of values to owners of Variable Products who have contract values allocated to the Funds; printing and distributing prospectuses, statements of additional information, any supplements to prospectuses and statements of additional information, and shareholder reports; preparing, printing and distributing marketing materials for Variable Products; assisting customers in completing applications for Variable Products and selecting underlying mutual fund investment options; preparing, printing and distributing subaccount performance figures for subaccounts investing in Fund shares; and providing other reasonable assistance in connection with the distribution of Fund shares to insurers. 2. We shall provide such office space and equipment, telephone facilities and personnel (which may be all or any part of the space, equipment and facilities currently used in our business, or all or any personnel employed by us) as is necessary or beneficial for us to provide information and services to existing and prospective owners of Variable Products, and to assist you in providing services with respect to Variable Products. 3. We agree to indemnify and hold you, the Funds, and the agents and affiliates of each, harmless from any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions, of or by us or our officers, employees or agents in carrying out our obligations under this Service Contract. Such indemnification shall survive the termination of this Contract. Neither we nor any of our officers, employees or agents are authorized to make any representation concerning Fund shares except those contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by you, except with the permission of the Fund or you or the designee of either. 4. In consideration of the services and facilities described herein, we shall be entitled to receive, and you shall pay or cause to be paid to us at your direction, fees at an annual rate as set forth on the accompanying fee schedule. We understand that the payment of such fees has been authorized pursuant to, and shall be paid in accordance with, a Distribution and Service Plan approved by the Board of Trustees of the applicable Fund, by those Trustees who are not "interested persons" of the Combination Page 1 of 3 Fund (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Distribution and Service Plan or in any agreements related to the Distribution and Service Plan ("Qualified Trustees"), and by shareholders of such class; and that such fees are subject to change during the term of this Contract and shall be paid only so long as this Contract is in effect. We also understand and agree that, notwithstanding anything to the contrary, if at any time payment of all such fees would, in your reasonable determination, conflict with the limitations on sales or service charges set forth in Section 2830(d) of the FINRA Conduct Rules, then such fees shall not be paid; provided that in such event each Fund's Board of Trustees may, but is not required to, establish procedures to pay such fees, or a portion thereof, in such manner and amount as they shall deem appropriate. 5. We agree to conduct our activities in accordance with any applicable federal or state laws and regulations, including securities laws and any obligation thereunder to disclose to our clients the receipt of fees in connection with their investment in Variable Products. 6. This Contract shall continue in force for one year from the effective date (see below), and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically subject to termination without penalty at any time if a majority of each Fund's Qualified Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the applicable class vote to terminate or not to continue the Distribution and Service Plan. Either of us also may cancel this Contract without penalty upon telephonic or written notice to the other; and upon telephonic or written notice to us, you may also amend or change any provision of this Contract. This Contract will also terminate automatically in the event of its assignment (as defined in the 1940 Act). 7. All communications to you shall be sent to you at your offices, 82 Devonshire Street, Boston, MA 02109. Any notice to us shall be duly given if mailed or telegraphed to us at the address shown in this Contract. 8. This Contract shall be construed in accordance with the laws of the Commonwealth of Massachusetts. Very truly yours, By: /s/ John Gatesman ------------------------- Name: John Gatesman Title: President For: AMERICAN GENERAL EQUITY SERVICES CORPORATION Name of Qualified Recipient (FINRA Member Firm) An affiliate of: AMERICAN GENERAL LIFE INSURANCE COMPANY, AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE AND THE UNITES STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK 2727-A Allen Parkway -------------------- Street Houston TX 77019 ------- ------ --------- City State Zip Code Date: April 27, 2012 FIDELITY DISTRIBUTORS CORPORATION By: /s/ William Loehning ------------------------- William Loehning, Executive Vice President NOTE: Please return TWO signed copies of this Service Contract to Fidelity Distributors Corporation. Upon acceptance, one countersigned copy will be returned to you. FOR INTERNAL USE ONLY: EFFECTIVE DATE: 5/1/12 Combination Page 2 of 3 FEE SCHEDULE FOR QUALIFIED RECIPIENTS Variable Insurance Products Fund - All Portfolios Variable Insurance Products Fund II - All Portfolios Variable Insurance Products Fund III - All Portfolios Variable Insurance Products Fund IV- All Portfolios Variable Insurance Products Fund V- All Portfolios (1) Those who have signed the Service Contract and who render distribution, administrative support and recordkeeping services as described in paragraph 1 of the Service Contract will hereafter be referred to as "Qualified Recipients." (2) A Qualified Recipient providing services pursuant to the Service Contract will be paid a monthly fee at an annualized rate of: (a) basis points of the average aggregate net assets of its clients invested in Service Class shares of the Funds listed above; plus (b) basis points of the average aggregate net assets of its clients invested in Service Class 2 shares of the Funds listed above. (3) In addition, a Qualified Recipient providing services pursuant to the Service Contract will be paid a quarterly fee at an annualized rate of (i.e. basis points) of the average aggregate net assets of its clients invested in Service Class 2 shares of the Funds referenced above, excluding the Money Market and Index 500 Portfolios. In order to be assured of receiving full payment under this paragraph (3) for a given calendar quarter, a Qualified Recipient must have insurance company clients with a minimum of $ million of average net assets in the aggregate in the Funds referenced above, excluding the Money Market and Index 500 Portfolios. For any calendar quarter during which assets in these Funds are in the aggregate less than $ million, the amount of qualifying assets may be considered to be for the purpose of computing the payments due under this paragraph (3), and the payments under this paragraph (3) may be reduced or eliminated. Combination Page 3 of 3 EX-99.(H)(6)(F) 22 d419443dex99h6f.txt FRANKLIN PA AMD 6 DATED AUGUST 28, 2012 Exhibit (h)(6)(f) AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. American General Life Insurance Company of Delaware (formerly "AIG Life Insurance Company") American General Equity Services Corporation Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us") and American General Life Insurance Company of Delaware (formerly "AIG Life Insurance Company") ("you"), American General Equity Services Corporation, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended May 1, 2001, May 3, 2004, March 31, 2006, June 5, 2007 and March 1, 2009, respectively (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment"). Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment. WHEREAS, AIG Life Insurance Company changed its name to American General Life Insurance Company of Delaware effective as of December 8, 2009. AMENDMENT --------- For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows: 1. The name of AIG Life Insurance Company was changed to American General Life Insurance Company of Delaware effective as of December 8, 2009. All prior references to AIG Life Insurance Company in this Agreement and prior amendments shall hereafter mean American General Life Insurance Company of Delaware. 2. Schedules A and G of the Agreement are deleted and replaced in their entirety with the Schedules A and G attached hereto, respectively. 3. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment as of August 28, 2012. The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST Only on behalf of each Portfolio listed on Schedule C of the Agreement. /s/ Karen L. Skidmore By: ------------------------------------- Name: Karen L. Skidmore Title: Vice President The Underwriter: FRANKLIN/TEMPLETON DISTRIBUTORS, INC. /s/ Thomas M. Regner By: ------------------------------------- Name: Thomas M. Regner Title: Executive Vice President The Company: AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE By: /s/ Rodney E. Rishel /s/ Lauren W. Jones ---------------------------------- Attest: ------------------------ Name: Rodney E. Rishel Name: Lauren W. Jones Title: SVP Title: Assistant Secretary [Corporate Seal] The Distributor: AMERICAN GENERAL EQUITY SERVICES CORPORATION By: /s/ John Gatesman /s/ Lauren W. Jones ---------------------------------- Attest: ------------------------ Name: John Gatesman Name: Lauren W. Jones Title: President Title: Assistant Secretary [Corporate Seal] 2 SCHEDULE A THE COMPANY AND ITS DISTRIBUTOR THE COMPANY: American General Life Insurance Company of Delaware 2919 Allen Parkway, L4-01 Houston, Texas 77019 A life insurance company organized as a corporation under Delaware laws. THE DISTRIBUTOR: American General Equity Services Corporation 2727-A Allen Parkway Houston, Texas 77019 A corporation organized under Delaware laws. 3 SCHEDULE G ADDRESSES FOR NOTICES To the Company: American General Life Insurance Company of Delaware 2919 Allen Parkway Houston, Texas 77019 Attention: General Counsel To the Distributor: American General Equity Services Corporation 2727-A Allen Parkway Houston, Texas 77019 Attention: General Counsel To the Trust: Franklin Templeton Variable Insurance Products Trust One Franklin Parkway, Bldg. 920 2nd Floor San Mateo, California 94403 Attention: Karen L. Skidmore, Vice President To the Underwriter: Franklin/Templeton Distributors, Inc. 100 Fountain Parkway, Bldg. 140, 7th Floor St. Petersburg, FL 33716 Attention: Peter Jones, President If to the Trust or Underwriter with a copy to: Franklin Templeton Investments One Franklin Parkway, Bldg. 920 2nd Floor San Mateo, California 94403 Attention: General Counsel 4 EX-99.(H)(6)(H) 23 d419443dex99h6h.txt FRANKLIN AMD 1 TO AA DATED AUGUST 28, 2012 Exhibit (h)(6)(h) AMENDMENT NO. 1 TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT Franklin Templeton Services, LLC American General Life Insurance Company of Delaware (formerly "AIG Life Insurance Company") THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the "Fund Administrator") and American General Life Insurance Company of Delaware (formerly "AIG Life Insurance Company") (the "Company"). WHEREAS, The Company and the Fund Administrator have entered into an Amended and Restated Administrative Services Agreement, dated as of February 20, 2009, as may be amended from time to time (the "Agreement"), concerning certain administrative services with respect to each series ("Fund" or "Funds") of Franklin Templeton Variable Insurance Products Trust (the "Trust") listed on the Schedule B of the Agreement; WHEREAS, AIG Life Insurance Company changed its name to American General Life Insurance Company of Delaware effective as of December 8, 2009. WHEREAS, the Company and the Fund Administrator wish to amend the Agreement for the purpose of reflecting the Company's name change, and updating schedules of the Agreement. NOW, THEREFORE, in consideration of past and prospective business relations, the Fund Administrator and the Company hereby amend the Agreement as follows: 1. The name of AIG Life Insurance Company was changed to American General Life Insurance Company of Delaware effective as of December 8, 2009. All prior references to AIG Life Insurance Company in this Agreement and prior amendments shall hereafter mean American General Life Insurance Company of Delaware. 2. Schedules A, B and C of the Agreement are hereby deleted in their entirety and replaced with the Schedules A, B and C attached hereto. 2. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. This Amendment is executed as of August 28, 2012. FRANKLIN TEMPLETON SERVICES, LLC By: /s/ Thomas M. Regner ----------------------------- Name: Thomas M. Regner Title: Vice President AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE By: /s/ Rodney E. Rishel ----------------------------- Name: Rodney E. Rishel Title: SVP Attest: /s/ Lauren w.Jones ----------------------------- Name: Lauren w.Jones Title: Assistant secretary [Corporate Seal] 2 SCHEDULE A ADMINISTRATIVE SERVICES ----------------------- MAINTENANCE OF BOOKS AND RECORDS -------------------------------- .. Assist as necessary to maintain book entry records on behalf of the Funds regarding issuance to, transfer within (via net purchase orders) and redemption by the Accounts of Fund shares. .. Maintain general ledgers regarding the Accounts' holdings of Fund shares, coordinate and reconcile information, and coordinate maintenance of ledgers by financial institutions and other contract owner service providers. COMMUNICATION WITH THE FUNDS ---------------------------- .. Serve as the designee of the Funds for receipt of purchase and redemption orders from the Account and to transmit such orders, and payment therefore, to the Funds. .. Coordinate with the Funds' agents respecting daily valuation of the Funds' shares and the Accounts' units. .. Purchase Orders - Determine net amount available for investment in the Funds. - Deposit receipts at the Funds' custodians (generally by wire transfer). - Notify the custodians of the estimated amount required to pay dividends or distributions. .. Redemption Orders - Determine net amount required for redemptions by the Funds. - Notify the custodian and Funds of cash required to meet payments. .. Purchase and redeem shares of the Funds on behalf of the Accounts at the then-current price in accordance with the terms of each Fund's then current prospectus. .. Assistance in enforcing procedures adopted on behalf of the Trust to reduce, discourage, or eliminate market timing transactions in a Fund's shares in order to reduce or eliminate adverse effects on a Fund or its shareholders. PROCESSING DISTRIBUTIONS FROM THE FUNDS --------------------------------------- .. Process ordinary dividends and capital gains. .. Reinvest the Funds' distributions. 3 REPORTS ------- .. Periodic information reporting to the Funds, including, but not limited to, furnishing registration statements, prospectuses or private offering memorandum, statements of additional information, reports, solicitations for instructions, disclosure statements, sales or promotional materials and any other filings with the Securities and Exchange Commission with respect to the Accounts invested in the Funds, if necessary. .. Periodic information reporting about the Funds to contract owners, including necessary delivery of the Funds' prospectus and annual and semi-annual reports. FUND-RELATED CONTRACT OWNER SERVICES ------------------------------------ .. Maintain adequate fidelity bond or similar coverage for all Company officers, employees, investment advisors and other individuals or entities controlled by the Company who deal with the money and/or securities of the Funds. .. Provide general information with respect to Fund inquiries (not including information about performance or related to sales). .. Provide information regarding performance of the Funds. .. Oversee and assist the solicitation, counting and voting of contract owner pass-through voting interests in the Funds pursuant to Fund proxy statements. OTHER ADMINISTRATIVE SUPPORT ---------------------------- .. Provide other administrative and legal compliance support for the Funds as mutually agreed upon by the Company and the Funds or the Fund Administrator. .. Relieve the Funds of other usual or incidental administrative services provided to individual contract owners. 4 SCHEDULE B ADMINISTRATIVE EXPENSE PAYMENTS ------------------------------- The Fund Administrator agrees to pay the Company a fee, computed daily and paid quarterly in arrears, equal to an annual rate as set forth below, applied to the average daily net assets of the shares of the Funds held in the subaccounts of the Accounts. The payment will be computed and paid in the manner described more completely in the Agreement. DATE OF BEGINNING OF PERIOD FOR PRODUCT NAME/ FUNDS OF THE FEE COMPUTATION # COMPANY NAME SECURITIES ACT NO. TRUST RATE OF FEE - -------------- -------------------- ---------------- ---- ------------ 1. American (Group VUL) Templeton General Life [Representative Developing Insurance Form Numbers: Markets Company of 11GVUL0495, Securities Delaware 11GVUL0197] Fund - Class 1 2. American Individual (VUL) Templeton General Life [Representative Developing Insurance Form Number: Markets Company of 11PVUL0996] Securities Fund Delaware - Class 1 3. American (Joint VUL) Templeton General Life [Representative Developing Insurance Form Numbers: Markets Company of 11JVUL0197, Securities Fund Delaware 11FJVUL0798] - Class 1 4. American -Excess Interest Templeton General Life Life Insurance Developing Insurance Policy Markets Company of -Variable Life Securities Fund Delaware Insurance Rider - Class 1 [Representative Form Numbers: 52221 (7/91), 12PVUL1098] 5. American (Group Templeton General Life VUL)/Gemstone; Developing Insurance [SEC Registration Markets Company of Number: 333-71753; Securities Fund Delaware Representative Form - Class 1 Numbers: 11VUL399G, 16VUL399G, 11VUL399] 6. American (PPVUL)/Premier; Templeton General Life Form 02055/6 Developing Insurance Markets Company of Securities Fund Delaware - Class 1 7. American (PPVA)/Premier Templeton General Life PPVA; Form 05060 Developing Insurance Markets Company of Securities Fund Delaware - Class 1 5 SCHEDULE C ADDRESSES FOR NOTICES If to the Company: American General Life Insurance Company of Delaware 2919 Allen Parkway, L4-01 Houston, Texas 77019 Attention: General Counsel If to the Fund Administrator: Franklin Templeton Services, LLC One Franklin Parkway, Bldg. 920, 2nd Floor San Mateo, California 94403 Attention: Karen Skidmore With a copy to: Franklin Templeton Investments One Franklin Parkway, Bldg. 920, 2nd Floor San Mateo, California 94403 Attention: General Counsel 6 EX-99.(H)(8)(A) 24 d419443dex99h8a.txt AGL JPMORGAN INS TRUST PA DATED APRIL 24, 2009 Exhibit (h)(8)(a) FUND PARTICIPATION AGREEMENT ---------------------------- This Fund Participation Agreement (the "Agreement"), effective as of the 24/th/ day of April, 2009, is made by and among American General Life Insurance Company ("Company"), JPMorgan Insurance Trust (the "Trust"), the Trust's investment advisors, JPMorgan Investment Advisors Inc. and J. P. Morgan Investment Management Inc. (the "Advisers"), and the Trust's administrator, JPMorgan Funds Management, Inc. (the "Administrator"). WHEREAS, the Trust engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established by insurance companies for individual and group life insurance policies and annuity contracts with variable accumulation and/or pay-out provisions (hereinafter referred to individually and/or collectively as "Variable Insurance Products"); WHEREAS, insurance companies desiring to utilize the Trust as an investment vehicle under their Variable Insurance Products are required to enter into participation agreements with the Trust and the Administrator (the "Participating Insurance Companies"); WHEREAS, shares of the Trust are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available for Variable Insurance Products of Participating Insurance Companies; WHEREAS, the Trust intends to offer shares of the series set forth on Schedule B (each such series hereinafter referred to as a "Portfolio") as may be amended from time to time by mutual agreement of the parties hereto under this Agreement to the accounts of the Company specified on Schedule A (hereinafter referred to individually as an "Account," collectively, the "Accounts"); WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission, granting the Trust exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by Variable Insurance Product separate accounts of both affiliated and unaffiliated insurance companies (hereinafter the "Shared Funding Exemptive Order"); WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); WHEREAS, the Advisers are duly registered as investment advisers under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; WHEREAS, the Advisers are the investment advisers of the Portfolios of the Trust; WHEREAS, the Company has registered certain Variable Insurance Products under the 1933 Act; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, each Account intends to purchase shares of the Portfolios to fund certain of the aforesaid Variable Insurance Products and the Trust is authorized to sell such shares to each such Account at net asset value. NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust, the Advisers, and the Administrator agree as follows: ARTICLE 1 THE CONTRACTS ------------- 1. The Company represents that it has established each of the Accounts specified on Schedule A as a separate account under Texas law, and has registered each such Account as a unit investment trust under the 1940 Act to serve as an investment vehicle for variable annuity contracts and/ or variable life - 1 - contracts offered by the Company (the "Contracts"). The Contracts provide for the allocation of net amounts received by the Company to separate divisions of the Account for investment in the shares of the Portfolios. Selection of a particular division is made by the Contract owner who may change such selection from time to time in accordance with the terms of the applicable Contract. The Company agrees to make every reasonable effort to market its Contracts. In marketing its Contracts, the Company will comply with all applicable state or Federal laws. ARTICLE 2 TRUST SHARES ------------ 2.1. The Trust agrees to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Trust or its designee of such order. For purposes of this Section 2.1, the Company shall be the designee of the Trust for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust's designated transfer agent receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day ("Trade Date plus 1"). Notwithstanding the foregoing, the Company shall use its best efforts to provide the Trust's designated transfer agent with notice of such orders by 9:30 a.m. Eastern Time on Trade Date plus 1. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission, as set forth in the Trust's prospectus and statement of additional information. Notwithstanding the foregoing, the Board of Trustees of the Trust (hereinafter the "Board") may refuse to permit the Trust to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 2.2. The Trust agrees that shares of the Trust will be sold only to Participating Insurance Companies for their Variable Insurance Products and, in the Trust's discretion, to qualified pension and retirement plans. No shares of any Portfolio will be sold to the general public. 2.3. The Trust agrees to redeem for cash, on the Company's request, any full or fractional shares of the Trust held by an Account, executing such requests on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the request for redemption. For purposes of this Section 2.3, the Company shall be the designee of the Trust for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust's designated transfer agent receives notice of such request for redemption on Trade Date plus 1 in accordance with the timing rules described in Section 2.1. 2.4. The Company agrees that purchases and redemptions of Portfolio shares offered by the then current prospectus of the Trust shall be made in accordance with the provisions of such prospectus. The Accounts of the Company, under which amounts may be invested in the Trust are listed on Schedule A attached hereto and incorporated herein by reference, as such Schedule A may be amended from time to time by mutual written agreement of all of the parties hereto. 2.5. The Company will place separate orders to purchase or redeem shares of each Portfolio. Each order shall describe the net amount of shares and dollar amount of each Portfolio to be purchased or redeemed. In the event of net purchases, the Company shall pay for Portfolio shares on Trade Date plus 1. Payment shall be in federal funds transmitted by wire. In the event of net redemptions, the Portfolio shall pay the redemption proceeds in federal funds transmitted by wire by 2:00 p.m. Eastern Time on Trade Date plus 1. Notwithstanding the foregoing, if the payment of redemption proceeds on the next Business Day would require the Portfolio to dispose of Portfolio securities or otherwise incur substantial additional costs, and if the Portfolio has determined to settle redemption transactions for all shareholders on a delayed basis, proceeds shall be wired to the Company within seven (7) days and the Portfolio shall notify in writing the person designated by the Company as the recipient for such notice of such delay by 3:00 p.m. Eastern Time on Trade Date plus 1. - 2 - 2.6. Issuance and transfer of the Trust's shares will be by book entry only. Share certificates will not be issued to the Company or any Account. Shares ordered from the Trust will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 2.7. On each record date, the Administrator shall use its best efforts to furnish same day notice by 6:30 p.m. Eastern Time (by wire, telephone, electronic media or by fax) to the Company of any dividends or capital gain distributions payable on the Trust's shares. The Company hereby elects to receive all such dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such dividends and capital gain distributions in cash. The Trust shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 2.8. The Administrator shall make the net asset value per share of each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:30 p.m. Eastern Time. In the event that the Administrator is unable to meet the 6:30 p.m. time stated immediately above, then the Administrator shall provide the Company with additional time to notify the Administrator of purchase or redemption orders pursuant to Sections 2.1 and 2.3, respectively, above. Such additional time shall be equal to the additional time that the Administrator takes to make the net asset values available to the Company. 2.9. If the Administrator provides materially incorrect share net asset value information through no fault of the Company, the Company shall be entitled to an adjustment with respect to the Trust shares purchased or redeemed to reflect the correct net asset value per share as subsequently determined by the Administrator. The determination of the materiality of any net asset value pricing error shall be based on the Trust's policy for correction of pricing errors (the "Pricing Policy"). The Company shall correct such error in its records and in the records prepared by it for Contract owners in accordance with information provided by the Administrator. Any material error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly upon discovery to the Company. 2.10 The Administrator shall provide information to the Company of the amount of shares traded and the associated cost per share (NAV) total trade amount and the outstanding share balances held by the Account in each Portfolio as of the end of each Business Day. Such information will be furnished (electronically or by fax) by 1:00 p.m. Eastern time on the next Business Day. ARTICLE 3 PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS, VOTING ------------------------------------------------------------------ 3.1. The Trust shall provide the Company with as many printed copies of the Trust's current prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies, the Trust shall provide camera-ready film or computer diskettes containing the Trust's prospectuses and statement of additional information in order for the Company once each year (or more frequently if the prospectuses and/or statement of additional information for the Trust is amended during the year) to have the prospectuses for the Contracts and the applicable Trust prospectuses printed together in one document or separately. The Company may elect to print the Trust's prospectuses and/or its statement of additional information in combination with other investment companies' prospectuses and statements of additional information. 3.2(a). The Company will deliver or cause to be delivered to each of its Contract owners, at or prior to the time of purchase of any Portfolio shares, a copy of such Portfolio's prospectus and, upon request, a copy of its statement of additional information. For prospectuses and statements of additional information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the Trust. - 3 - If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Trust's prospectus and/or statement of additional information, the Trust shall bear the cost of typesetting to provide the Trust's prospectus and/or statement of additional information to the Company in the format in which the Trust is accustomed to formatting prospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses and/or statements of additional information. In such event, the Trust will reimburse the Company in an amount equal to the product of x and y where x is the number of such prospectuses distributed to owners of the Contracts, and y is the Trust's per unit cost of printing the Trust's prospectuses. The same procedures shall be followed with respect to the Trust's statement of additional information. The Trust shall not pay any costs of typesetting, printing and distributing the Trust's prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses and statements of additional information shall be the expense of the Company. 3.2(b). The Trust, at the Company's expense, shall provide the Company with copies of Annual and Semi-Annual Reports (the "Reports") in such quantity as the Company shall reasonably require for distributing to Contract owners. The Trust, at its expense, shall provide the Contract owners designated by the Company with copies of its proxy statements and other communications to shareholders (except for prospectuses and statements of additional information, which are covered in Section 3.2(a) above, and Reports). The Trust shall not pay any costs of distributing Reports and other communications to prospective Contract owners. 3.2(c). The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that the Trust's expenses do not include the cost of typesetting, printing or distributing any of the foregoing documents other than those actually distributed to existing Contract owners. 3.2(d). Except as otherwise provided in this Agreement, the Trust shall pay no fee, other compensation or other expenses under this Agreement. The Trust may, however, pay the Company servicing fees under a written servicing agreement for certain Portfolios pursuant to the services plan it has adopted. In addition, the Trust has adopted a plan pursuant to Rule 12b-1 to finance distribution expenses for certain Portfolios, and the Trust's distributor may pay fees under such plan to the Company or to a designated affiliate under a separate written agreement between such parties. 3.2(e). All expenses, including expenses to be borne by the Trust pursuant to Section 3.2 hereof, incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Trust, in accordance with applicable state laws prior to their sale. The Trust shall bear the expenses for the cost of registration and qualification of the Trust's shares. 3.3. If and to the extent required by law, the Company shall with respect to proxy material distributed by the Trust to Contract owners designated by the Company to whom voting privileges are required to be extended: (i)solicit voting instructions from Contract owners; (ii)vote the Trust shares in accordance with instructions received from Contract owners; and (iii)vote Trust shares for which no instructions have been received in the same proportion as Trust shares of such Portfolio for which instructions have been received, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. - 4 - ARTICLE 4 SALES MATERIAL AND INFORMATION ------------------------------ 4.1. The Company shall furnish, or shall cause to be furnished, to the Trust, the Advisers or their designee, drafts of the separate accounts prospectuses and statements of additional information and each piece of sales literature or other promotional material prepared by the Company or any person contracting with the Company to prepare such material in which the Trust, the Advisers or the Administrator is described, at least ten Business Days prior to its use. No such material shall be used if the Trust, the Advisers, the Administrator or their designee reasonably objects to such use within ten Business Days after receipt of such material. 4.2. Neither the Company nor any person contracting with the Company to prepare sales literature or other promotional material shall give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Trust prospectus, as such registration statement or Trust prospectus may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its designee, except with the permission of the Trust or its designee. 4.3. The Administrator shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Trust in which the Company or its Accounts, are described at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material. 4.4. Neither the Trust, the Administrator, nor the Advisers shall give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts, other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement or prospectus may be amended or supplemented from time to time, or in published reports or solicitations for voting instruction for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5. The Trust will provide to the Company, upon its request, at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Trust or its shares, promptly after the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6. The Company will provide to the Trust, upon the Trust's request, at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the investment in an Account or Contract, prior to with the filing of such documents with the Securities and Exchange Commission or other regulatory authorities. 4.7. For purposes of this Article 4, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, internet, telephone or tape recording, videotape, display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), and educational or training materials or other communications distributed or made generally available to some or all agents or employees. - 5 - 4.8. The Company and its agents shall make no representations concerning the Trust except those contained in the then-current prospectus and statement of additional information of the Trust and in current printed sales literature of the Trust. ARTICLE 5 ADMINISTRATIVE SERVICES TO CONTRACT OWNERS ------------------------------------------ 5. Administrative services to Contract owners shall be the responsibility of the Company and shall not be the responsibility of the Trust, the Advisers or the Administrator. The Company, the Trust and the Administrator recognize that the Account(s) will be the sole shareholder(s) of Trust shares issued pursuant to the Contracts. ARTICLE 6 REPRESENTATIONS AND WARRANTIES ------------------------------ 6.1. The Trust represents that it believes, in good faith, that each Portfolio is currently qualified as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and that it will make every effort to maintain such qualification of the Trust and that it will notify the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. 6.2. The Company represents that it believes, in good faith, that the Contracts will at all times be treated as annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Trust immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 6.3. The Trust represents that it believes, in good faith, that the Portfolios will at all times comply with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code, and that it will make every effort to maintain the Trust's compliance with such diversification requirements, and that it will notify the Company immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that a Portfolio might not so qualify in the future. 6.4. The Company represents and warrants that the interests of the Contracts are or will be registered unless exempt and that it will maintain such registration under the 1933 Act and the regulations thereunder to the extent required by the 1933 Act and that the Contracts will be issued and sold in compliance with all applicable federal and state laws and regulations. The Company also represents and warrants that the Portfolios will be sold in accordance with such Portfolio's current prospectus. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under the Texas Insurance Code and the regulations thereunder and has registered or, prior to any issuance or sale of the Contracts, will maintain the registration of each Account as a unit investment trust in accordance with and to the extent required by the provisions of the 1940 Act and the regulations thereunder, unless exempt therefrom, to serve as a segregated investment account for the Contracts. The Company shall amend its registration statement for its Contracts under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts. 6.5. The Company represents that it believes, in good faith, that the Account is a "segregated asset account" and that interests in the Account are offered exclusively through the purchase of a "variable contract," within the meaning of such terms under Section 1.817-5(f)(2) of the regulations under the Code, and that it will make every effort to continue to meet such definitional requirements, and that it will notify the Trust immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.6. The Trust represents and warrants that it is and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount no less than the minimal - 6 - coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Trust will notify the Company immediately upon having a reasonable basis for believing that the Trust no longer has the coverage required by this Section 6.6. 6.7. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other entities dealing with the money or securities of the Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than five million dollars ($5,000,000). Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect and agrees to notify the Trust immediately upon having a reasonable basis for believing that the Company no longer has the coverage required by this Section 6.7. 6.8. The Trust represents that a majority of its disinterest trustees have approved the Trust's distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. 6.9. The Advisers and the Administrator each represents and warrants that it complies with all applicable federal and state laws and regulations and that it will perform its obligations for the Trust and the Company in compliance with the laws and regulations of its state of domicile and any applicable state and federal laws and regulations. ARTICLE 7 STATEMENTS AND REPORTS ---------------------- 7.1. The Administrator or its designee will make available electronically to the Company within five (5) Business Days after the end of each month a monthly statement of account confirming all transactions made during that month in the Account. 7.2. The Trust and Administrator agree to provide the Company no later than March 1 of each year with the investment advisory and other expenses of the Trust incurred during the Trust's most recently completed fiscal year, to permit the Company to fulfill its prospectus disclosure obligations under the SEC's variable annuity fee table requirements. ARTICLE 8 POTENTIAL CONFLICTS ------------------- 8.1. If required under the Shared Funding Exemptive Order, the Board will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners of all Accounts investing in the Trust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance Contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 8.2. If required under the Shared Funding Exemptive Order, the Company will report in writing any potential or existing material irreconcilable conflict of which it is aware to the Administrator. Upon receipt of such report, the Administrator shall report the potential or existing material irreconcilable conflict to the Board. The Administrator shall also report to the Board on a quarterly basis whether the Company has reported any potential or existing material irreconcilable conflicts during the previous calendar quarter. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, - 7 - by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract owner voting instructions are disregarded. 8.3. If required under the Shared Funding Exemptive Order, the and it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 8.4. If required under the Shared Funding Exemptive Order, if a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 8.5. If required under the Shared Funding Exemptive Order, the, for purposes of Sections 8.3 through 8.4 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 8.3 through 8.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. 8.6. If required under the Shared Funding Exemptive Order, and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable. 8.7. If required under the Shared Funding Exemptive Order, each of the Company and the Advisers shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of the foregoing or the Company's obligations under Section 8.2, the Company shall provide to the Administrator a written report to the Board no later than January 15/th/ of each year indicating whether any material irreconcilable conflicts have arisen during the prior fiscal year of the Trust. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating - 8 - Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Securities and Exchange Commission upon request. ARTICLE 9 INDEMNIFICATION --------------- 9.1. Indemnification By The Company ------------------------------ 9.1 (a). The Company agrees to indemnify and hold harmless the Trust, the Administrator, the Advisers, and each member of their respective Boards and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 9.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts and: (i)arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Trust for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii)arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Trust not supplied by the Company, or persons under its control and other than statements or representations authorized by the Trust) or unlawful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii)arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Company; or (iv)arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or (v)arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; as limited by and in accordance with the provisions of Section 9.1(b) and 9.1(c) hereof. 9.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. - 9 - 9.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Company to such Indemnified Party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company shall not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. 9.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust. 9.2. Indemnification by Administrator -------------------------------- 9.2(a). The Administrator agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 9.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Administrator) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Trust or the Administrator by or on behalf of the Company, the Advisers, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Administrator for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or (ii)arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Administrator; or (iii)arise as a result of any failure by the Administrator to provide the services and furnish the materials under the terms of this Agreement; or - 10 - (iv)arise out of or result from any material breach of any representation and/or warranty made by the Administrator in this Agreement or arise out of or result from any other material breach of this Agreement by the Administrator; as limited by and in accordance with the provisions of Section 9.2(b) and 9.2(c) hereof. 9.2(b). The Administrator shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement. 9.2(c). The Administrator shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Administrator of any such claim shall not relieve the Administrator from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Administrator will be entitled to participate, at its own expense, in the defense thereof. The Administrator also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Administrator to such Indemnified Party of the Administrator's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Administrator will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. 9.2(d). The Company agrees promptly to notify the Administrator of the commencement of any litigation or proceedings against it or any of its Indemnified Parties in connection with the issuance or sale of the Contracts or the operation of each Account in which the Portfolios are made available. 9.3. Indemnification by the Advisers ------------------------------- 9.3(a). The Advisers agree to indemnify and hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisers) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Advisers or the Trust by or on behalf of the Company, the Administrator, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Advisers for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or - 11 - (ii)arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Advisers; or (iii)arise as a result of any failure by the Advisers to provide the services and furnish the materials under the terms of this Agreement; or (iv)arise out of or result from any material breach of any representation and/or warranty made by the Advisers in this Agreement or arise out of or result from any other material breach of this Agreement by the Advisers; as limited by and in accordance with the provisions of Section 9.3(b) and 9.3(c) hereof. 9.3(b). The Advisers shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement. 9.3(c). The Advisers shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Advisers in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Advisers of any such claim shall not relieve the Advisers from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Advisers will be entitled to participate, at its own expense, in the defense thereof. The Advisers also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Advisers to such Indemnified Party of the Advisers' election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Advisers will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other then reasonable costs of investigation. 9.3(d). The Company agrees to promptly notify the Advisers of the commencement of any litigation or proceedings against it or any of Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the sale or acquisition of shares of the Trust. 9.4. Indemnification by the Trust ---------------------------- 9.4(a). The Trust agrees to indemnify and hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the "Indemnified Parties" and individually, "Indemnified Party," for purposes of this Section 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or - 12 - omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished the Trust by or on behalf of the Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or (ii)arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iii)arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement; or (iv)arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof. 9.4(b). The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement. 9.4(c). The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other then reasonable costs of investigation. 9.4(d). The Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of the Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the sale or acquisition of shares of the Trust. ARTICLE 10 APPLICABLE LAW -------------- 10.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the state of New York. 10.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and - 13 - regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE 11 TERMINATION ----------- 11.1. This Agreement shall continue in full force and effect until the first to occur of: (a)termination by any party for any reason upon ninety days advance written notice delivered to the other parties; or (b)termination by the Company by written notice to the Trust, the Advisers, and the Administrator with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. Reasonable advance notice of election to terminate shall be furnished by the Company, said termination to be effective ten (10) days after receipt of notice unless the Trust makes available a sufficient number of shares to reasonably meet the requirements of the Account within said ten (10) day period; or (c)termination by the Company upon written notice to the Trust, the Advisers, and the Administrator with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment medium of the Contracts issued or to be issued by the Company. The terminating party shall give prompt notice to the other parties of its decision to terminate; or (d)termination by the Company upon written notice to the Trust, the Advisers and the Administrator with respect to any Portfolio in the event that such portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision; or (e)termination by the Company upon written notice to the Trust, the Advisers, and the Administrator with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Section 6.3 hereof; or (f)termination by either the Trust, the Advisers, or the Administrator by written notice to the Company, if either one or more of the Trust, the Advisers, or the Administrator, shall determine, in its or their sole judgment exercised in good faith, that the Company and/or their affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, provided that the Trust, the Advisers, or the Administrator will give the Company sixty (60) days' advance written notice of such determination of its intent to terminate this Agreement, and provided further that after consideration of the actions taken by the Company and any other changes in circumstances since the giving of such notice, the determination of the Trust, the Advisers, or the Administrator shall continue to apply on the 60th day since giving of such notice, then such 60th day shall be the effective date of termination; or (g)termination by the Company by written notice to the Trust, the Advisers, Administrator, if the Company shall determine, in its sole judgment exercised in good faith, that either the Trust, the Advisers, or the Administrator has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, provided that the Company will give the Trust, the Advisers, and the Administrator sixty (60) days' advance written notice of such determination of its intent to terminate this Agreement, and provided further that after - 14 - consideration of the actions taken by the Trust, the Advisers, or the Administrator and any other changes in circumstances since the giving of such notice, the determination of the Company shall continue to apply on the 60th day since giving of such notice, then such 60th day shall be the effective date of termination; or (h)termination by any party upon the other party's breach of any representation or any material breach of any provision of this Agreement, which breach has not been cured to the satisfaction of the terminating party within ten (10) days after written notice of such breach is delivered to the Trust or the Company, as the case may be; or (i)termination by the Trust, the Advisers, or Administrator by written notice to the Company in the event an Account or Contract is not registered (unless exempt from registration) or sold in accordance with applicable federal or state law or regulation, or the Company fails to provide pass-through voting privileges as specified in Section 3.3. 11.2. Effect of Termination. Notwithstanding any termination of this --------------------- Agreement, the Trust may continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts") unless such further sale of Trust shares is proscribed by law, regulation or applicable regulatory body, or unless the Trust determines that liquidation of the Trust following termination of this Agreement is in the best interests of the Trust and its shareholders. The parties agree that this Section 11.2 shall not apply to any terminations under Article 8 and the effect of such Article 8 terminations shall be governed by Article 8 of this Agreement. 11.3. The Company shall not redeem Trust shares attributable to the Contracts (as distinct from Trust shares attributable to the Company's assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption") or (iii) as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish to the Trust, the Advisers and the Administrator the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Trust and the Advisers) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Trust or the Advisers 30 days notice of its intention to do so. ARTICLE 12 NOTICES ------- Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Trust: JPMorgan Insurance Trust Mail Code OH1-1235 1111 Polaris Parkway OH1-1235 Columbus, Ohio 43240 Attn: Contract Administrator - 15 - If to the Administrator: JPMorgan Funds Management, Inc. Mail Code OH1-1235 1111 Polaris Parkway OH1-1235 Columbus, Ohio 43240 Attention: Contract Administrator If to the Advisers: JPMorgan Investment Advisors Inc. Mail Code OH1-0211 1111 Polaris Parkway OH1-1235 Columbus, Ohio 43240 Attn: Contract Administrator J.P. Morgan Investment Management Inc. Mail Code OH1-0211 1111 Polaris Parkway OH1-1235 Columbus, Ohio 43240 Attn: Contract Administrator If to the Company: American General Life Insurance Company c/o American General Life Companies 2727-A Allen Parkway Houston, Texas 77019 Attn: General Counsel ARTICLE 13 MISCELLANEOUS ------------- 13.1. All persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust. Each of the Company, the Advisers, and the Administrator acknowledges and agrees that, as provided by the Trust's Amended and Restated Declaration of Trust, the shareholders, trustees, officers, employees and other agents of the Trust and the Portfolios shall not personally be bound by or liable for matters set forth hereunder, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder. The Trust's Amended and Restated Declaration of Trust is on file with the Secretary of State The Commonwealth of Massachusetts. 13.2. The Company will comply with all applicable laws and regulations aimed at preventing, detecting, and reporting money laundering and suspicious transactions. Without limiting the generality of the foregoing, the Company shall take all necessary and appropriate steps, consistent with applicable regulations and generally accepted industry practices, to: (i) obtain, verify, and retain information with regard to Contract owner identification and source of Contract owner funds, and (ii) maintain records of all Contract owner transactions. The Company will (but only to the extent consistent with applicable law) take all steps necessary and appropriate to provide the Trust with any requested information about Contract owners and their accounts in the event that the Trust shall request such information due to an inquiry or investigation by any law - 16 - enforcement, regulatory, or administrative authority. To the extent permitted by applicable law and regulations, the Company will notify the Trust of any concerns that the Company may have in connection with any Contract owner in the context of relevant anti-money laundering laws or regulations. 13.3. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party. 13.4. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 13.5. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 13.6. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 13.7. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the National Association of Securities Dealers and state insurance regulators) and shall permit such authorities (and other parties hereto) reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 13.8. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations at law or in equity, which the parties hereto are entitled to under state and federal laws. 13.9. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Advisers may, with advance written notice to the other parties hereto, assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Advisers if such assignee is duly licensed and registered to perform the obligations of the Advisers under this Agreement. 13.10. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee upon request, copies of the following reports: (a) the Company's annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any), as soon as practical and in any event within 90 days after the end of each fiscal year; (b) the Company's June 30th quarterly statements (statutory), as soon as practical and in any event within 45 days following such period; (c) any financial statement, proxy statement, notice or report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders; (d) any registration statement (without exhibits) and financial reports the Company filed with the Securities and Exchange Commission or any state insurance regulator, as soon as practical after the filing thereof; and (e) any other public report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof. - 17 - 13.11. The names "JPMorgan Insurance Trust" and "Trustees of JPMorgan Insurance Trust" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated June 7, 1993 to which reference is hereby made and a copy of which is on file at the office of the Secretary of The Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "JPMorgan Insurance Trust" entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series of shares of the Trust must look solely to the assets of the Trust belonging to such series for the enforcement of any claims against the Trust. 13.12. The Trust and the Administrator agree to consult with the Company concerning whether any Portfolio of the Trust qualifies to provide a foreign tax credit pursuant to Section 853 of the Code. [SIGNATURE PAGES FOLLOW] - 18 - AMERICAN GENERAL LIFE INSURANCE COMPANY By: /s/ Rodney E. Rishel ----------------------------- Name: Rodney E. Rishel Title: Senior Vice President Attest: /s/ Lauren W. Jones ----------------------------- Name: Lauren W. Jones Title: Assistant Secretary JPMORGAN INSURANCE TRUST By: ----------------------------- Name: ----------------------------- Title: ----------------------------- JPMORGAN INVESTMENT ADVISORS INC. By: ----------------------------- Name: ----------------------------- Title: ----------------------------- J.P. MORGAN INVESTMENT MANAGEMENT INC. By: ----------------------------- Name: ----------------------------- Title: ----------------------------- JPMORGAN FUNDS MANAGEMENT, INC. By: ----------------------------- Name: ----------------------------- Title: ----------------------------- - 19 - SCHEDULE A SEPARATE ACCOUNTS AND CONTRACTS ------------------------------- As of April 24, 2009 which Accounts and Contracts may be changed from time to time upon written notification to the Trust by the Company within a reasonable time from such change; Name of Separate Account and Date Form Number Established by Board of Directors Funded by Separate Account --------------------------------- ------------------------------------- American General Life Insurance Platinum Investor VA Company Separate Account D Contract No. 98020 Established: November 19, 1973 Platinum Investor Immediate Variable Annuity Contract No. 03017 American General Life Insurance Income Advantage Select VUL Company Separate Account VL-R Policy No. 08704 Established: May 1, 1997 AG Income Advantage VUL Policy No. 07704 Protection Advantage Select VUL Policy No. 07921 Platinum Investor I VUL Policy No. 97600 Platinum Investor II VUL Policy No. 97610 Platinum Investor III VUL Policy No. 00600 Platinum Investor IV VUL Policy No. 04604 Platinum Investor FlexDirector VUL Policy No. 03601 Platinum Investor PLUS VUL Policy No. 02600 Platinum Investor Survivor VUL Policy No. 99206 Platinum Investor Survivor II VUL Policy No. 01206 Platinum Investor VIP VUL Policy No. 05604 Survivor Advantage VUL Policy No. 08921 American General Life Insurance Signature II Private Placement VUL Company Separate Account VL-U LIS Established: October 19, 1998 - 20 - SCHEDULE B ---------- PORTFOLIOS OF THE TRUST ----------------------- JPMorgan Insurance Trust Balanced Portfolio -Class 1 JPMorgan Insurance Trust Core Bond Portfolio - Class 1 JPMorgan Insurance Trust U.S. Equity Portfolio - Class I (f/k/a JPMorgan Insurance Trust Diversified Equity Portfolio) JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio - Class 1 JPMorgan Insurance Trust Mid Cap Value Portfolio - Class I (f/k/a JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio) JPMorgan Insurance Trust Equity Index Portfolio - Class 1 JPMorgan Insurance Trust Core Bond Portfolio (f/k/a JPMorgan Insurance Trust Government Bond Portfolio) JPMorgan Insurance Trust International Equity Portfolio - Class 1 JPMorgan Insurance Trust Intrepid Growth Portfolio - Class 1 JPMorgan Insurance Trust Intrepid Mid Cap Portfolio - Class 1 JPMorgan Insurance Trust Large Cap Growth Portfolio - Class 1 JPMorgan Insurance Trust Large Cap Value Portfolio - Class 1 JPMorgan Insurance Trust Small Cap Core Portfolio - Class I (f/k/a JPMorgan Insurance Trust Small Cap Equity Portfolio) - 21 - EX-99.(H)(8)(B) 25 d419443dex99h8b.txt AGL JPMORGAN INS TRUST AMD 1 TO FUND PA EFF JANUARY 1, 2013 Exhibit (h)(8)(b) AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT This Amendment No. 1 to the Fund Participation Agreement (the "Agreement") effective April 24, 2009, is made by and between JP Morgan Insurance Trust (the "Trust"), the Trust's investment advisor, J.P. Morgan Investment Management Inc. (the "Adviser"), the Trust's administrator, JPMorgan Funds Management, Inc. (the Administrator") and American General Life Insurance Company ("Company") is effective as of the Effective Date (as defined below). RECITALS -------- WHEREAS, the Company, Trust, the Adviser and the Administrator are parties to a Fund Participation Agreement dated April 24, 2009 (the "Agreement"); and WHEREAS, the Company's affiliate, American General Life Insurance Company of Delaware ("AGLD"), Trust, the Adviser and the Administrator are parties to a Fund Participation Agreement dated April 24, 2009 (the "AGLD Agreement"); and WHEREAS, the Company's affiliate, Western National Life Insurance Company ("WNL"), the Adviser and the Administrator are parties to a Fund Participation Agreement dated August 2, 1999 (the "WNL Agreement"); and WHEREAS, effective January 1, 2013 ("Effective Date"), AGLD and WNL intend to merge with and into the Company which will be the surviving company (the "Merger"); and WHEREAS, as a result of the Merger, AGLD and WNL will assign all of its rights, duties and obligations under the WNL Agreement and AGLD Agreement, respectively, to the Company and the Company will assume all such rights, duties and obligations thereunder ("Assignment"); and WHEREAS, the parties wish to consolidate the obligations and segregated asset accounts set forth under the AGLD Agreement and WNL Agreement with the Company's under this Agreement and terminate the WNL Agreement and AGLD Agreement; and WHEREAS, the parties wish to further amend the Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing recitals and the mutual agreements contained herein, the parties agree as follows: 1. Effective Date of Assignment. This Amendment and the Assignment ---------------------------- shall be effective as of the Effective Date of the Merger. 2. Consent to Assignment. The parties hereby consent to the Assignment. --------------------- 3. Schedule A of the Agreement shall be deleted and replaced with the attached Schedule A. 4. Schedule B of the Agreement shall be deleted and replaced with the attached Schedule B. 5. The AGLD Agreement and the WNL Agreement shall terminate as of the Effective Date. 6. This Amendment may be executed in counterparts, all of which together shall constitute one and the same instrument. 7. The Agreement, as amended by this Amendment, is ratified and confirmed. All other terms of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Amendment as of the date and year first written above. JPMORGAN INSURANCE TRUST AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE By: _______________________ Name: _______________________ By: ___________________________ Title: _______________________ Name: Rodney E. Rishel Title: Senior Vice President JPMORGAN INVESTMENT MANAGEMENT, INC. ATTEST: By: _______________________ By: ___________________________ Name: _______________________ Name: Debbie Herzog Title: _______________________ Title: Assistant Secretary JPMORGAN FUNDS MANAGEMENT INC. WESTERN NATIONAL LIFE INSURANCE COMPANY By: _______________________ By: ___________________________ Name: _______________________ Name: Bruce R. Abrams Title: _______________________ Title: President --------- 2 SCHEDULE A ---------- SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS ------------------------------------------ NAME OF SEPARATE ACCOUNT AND DATE FORM NUMBER FUNDED BY SEPARATE ACCOUNT --------------------------------- -------------------------------------- ESTABLISHED BY BOARD OF DIRECTORS --------------------------------- American General Life Insurance Company Platinum Investor VA Separate Account D Contract No. 98020 Established: November 19, 1973 Platinum Investor Immediate Variable Annuity Contract No. 03017 American General Life Insurance Company Income Advantage Select VUL Separate Account VL-R Policy No. 08704 Established: May 1, 1997 AG Income Advantage VUL Policy No. 07704 Protection Advantage Select VUL Policy No. 07921 Platinum Investor I VUL Policy No. 97600 Platinum Investor II VUL Policy No. 97610 Platinum Investor III VUL Policy No. 00600 Platinum Investor IV VUL Policy No. 04604 Platinum Investor Flex Director VUL Policy No. 03601 Platinum Investor PLUS VUL Policy No. 02600 Platinum Investor Survivor VUL Policy No. 99206 Platinum Investor Survivor II VUL Policy No. 01206 Platinum Investor VIP VUL Policy No. 05604 Survivor Advantage VUL Policy No. 08921 American General Life Insurance Company Signature II Private Placement VUL Separate Account VL-U-LIS Established: October 19, 1998 American General Life Insurance Company One Multi-Manager Variable and Fixed AG Separate Account A Annuity Contract No. VA124-99R Established: November 9, 1994 3 NAME OF SEPARATE ACCOUNT AND DATE FORM NUMBER FUNDED BY SEPARATE ACCOUNT --------------------------------- -------------------------------------- ESTABLISHED BY BOARD OF DIRECTORS --------------------------------- American General Life Insurance Company Executive Advantage Separate Account II Policy Nos. 11GVULU997 & 11GVULD997 Established: June 5, 1986 Gemstone Life VUL Policy No. 11VUL800 American General Life Insurance Company 11GVUL0495 (group contract) Separate Account IV 16GVUL0495 (group certificate) Established: July 18, 1995 11GVUL0197 (group contract) 16GVUL0197 (group certificate) 11PVUL0996 (individual contract) 11JVUL0197 (individual contract) 11JVUL0798 (individualcontract) 52221(7/91) (individual contract) 12PVUL1098 Rider 60175 60176 American General Life Insurance Company 11PVUL0996 (Individual Flexible Separate Accounts 7 and 10 Variable Life Policy) Established December 11, 1998 11FJVUL798 (Joint and Last Survivor Variable Life Policy Separate Account 9 Established November 18, 1998 American General Life Insurance Company Premier PPVUL 02056 Separate Account 101 PPVUL J&L 11FJVUL798 (JF0501) Established: August 29, 2002 American General Life Insurance Company Premier PPVA 05060 Separate Account 102 Established: June 1, 2005 4 SCHEDULE B ---------- PORTFOLIOS OF THE TRUST ----------------------- JPMorgan Insurance Trust - Balanced Portfolio - Class 1 JPMorgan Insurance Trust - Core Bond Portfolio - Class 1 JPMorgan Insurance Trust - U.S. Equity Portfolio - Class 1 JPMorgan Insurance Trust - Diversified Mid Cap Growth Portfolio - Class 1 JPMorgan Insurance Trust - Mid Cap Value Portfolio - Class 1 JPMorgan Insurance Trust - Equity Index Portfolio - Class 1 JPMorgan Insurance Trust - International Equity Portfolio - Class 1 JPMorgan Insurance Trust - Intrepid Growth Portfolio - Class 1 JPMorgan Insurance Trust - Intrepid Mid Cap Portfolio - Class 1 JPMorgan Insurance Trust - Large Cap Growth Portfolio - Class 1 JPMorgan Insurance Trust - Large Cap Value Portfolio - Class 1 JPMorgan Insurance Trust - Small Cap Core Portfolio - Class 1 5 EX-99.(H)(9)(C) 26 d419443dex99h9c.txt UIF MORGAN STANLEY AA AGREEMENT Exhibit (h)(9)(c) MORGAN STANLEY DEAN WITTER MORGAN STANLEY DEAN WIITER INVESTMENT MANAGEMENT 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 (212) 762-4000 May 1, 2000 Ms. Lori Guadagno AIG Life Insurance Company One Alico Plaza Wilmington, Delaware 19801 Dear Ms. Guadagno: We are pleased to have entered into agreements with AIG Life Insurance Company (the "Company") dated May 15, 1998 and December 31, 1998, providing for the purchase by the Company of shares of The Universal Institutional Funds, Inc. (the "Fund," formerly Morgan Stanley Dean Witter Universal Funds, Inc.) for its separate accounts to fund variable annuity contract and variable life policy benefits (each a "Participation Agreement"). This letter agreement shall supercede and replace the letter agreement dated December 31, 1998 among the parties hereto. In recognition of the fact that the Company will provide various administrative services in connection with the issuance of variable annuity contracts and variable life insurance policies and the fact that we (or our affiliates), as investment advisers and administrators to the Fund will not incur administrative expenses that we would otherwise incur in servicing large numbers of investors in the Fund (such as shareholder communication, record keeping and postage expenses), we will pay to the Company, during the term of each Participation Agreement, a quarterly fee at the annual rate of . % of the assets invested in the then offered portfolios of the Fund (other than the Money Market Portfolio) under the variable life and variable annuity contracts sold by the Company. In addition, we will pay the Company during the term of each Participation Agreement a quarterly fee at the annual rate of . % of the assets invested in the Money Market Portfolio of the Fund under the variable life and variable annuity contracts sold by the Company. The determination of applicable assets shall be made by averaging the daily net assets attributable to the Company's variable annuity contracts and/or variable life insurance policies of each applicable portfolio for the quarter then ended. Payment will be made on a quarterly basis during the month following the end of each quarter. MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT If you agree to the foregoing, please have the enclosed copy of this letter executed on behalf of the Company and return it to Stefanie Chang-Yu at Morgan Stanley Dean Witter Investment Management Inc., 1221 Avenue of the Americas, New York, New York 10020. Sincerely, MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. By: /s/ Marna C. Whittington --------------------------------- Name: Marna C. Whittington Title: Managing Director MILLER ANDERSON & SHERRERD, LLP By: /s/ Marna C. Whittington --------------------------------- Name: Marna C. Whittington Title: Managing Director AGREED AIG LIFE INSURANCE COMPANY By: /s/ Michele L. Abruzzo --------------------------------- Name: Michele L. Abruzzo Title: Senior Executive Vice President EX-99.(H)(11)(C) 27 d419443dex99h11c.txt PIMCO SERVICES AGREEMENT Exhibit (h)(11)(c) SERVICES AGREEMENT The terms and conditions of this Services Agreement between Pacific Investment Management Company ("PIMCO") and AIG Life Insurance Company (the "Company") are effective as of April 1,2000. WHEREAS, the Company, PIMCO Funds Distributors LLC and PIMCO Variable Insurance Trust (the "Trust") have entered into a Fund Participation Agreement dated April 1, 2000, as may be amended from time to time (the "Participation Agreement"), pursuant to which the Company, on behalf of certain of its separate accounts (the "Separate Accounts"), purchases shares ("Shares") of certain Portfolios of the Trust ("Portfolios") to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts ("Variable Contracts") offered by the Company, which Portfolios may be one of several investment options available under the Variable Contracts; and WHEREAS, PIMCO recognizes that it will derive substantial savings in administrative expenses by virtue of having a sole shareholder rather than multiple shareholders in connection with each Separate Account's investments in the Portfolios, and that in the course of soliciting applications for Variable Contracts issued by the Company and in servicing owners of such Variable Contracts, the Company will provide information about the Trust and its Portfolios from time to time, answer questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners' interests in one or more Portfolios, and provide services respecting investments in the Portfolios; and WHEREAS, PIMCO wishes to compensate the Company for the efforts of the Company in providing written and oral information and services regarding the Trust to Variable Contract owners; and WHEREAS, the following represents the collective intention and understanding of the service fee agreement between PIMCO and the Company. NOW, THEREFORE, in consideration of their mutual promises, the Company and PIMCO agree as follows: 1. Services. The Company and/or its affiliates agree to provide services -------- ("Services") to owners of Variable Contracts including, but not limited to: teleservicing support in connection with the Portfolios; delivery of current Trust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of Variable Contract owners' votes in the event of a Trust shareholder vote; maintenance of Variable Contract records reflecting Shares purchased and redeemed and Share balances, and the conveyance of that information to the Trust or PIMCO as may be reasonably requested; provision of support services, including providing information about the Trust and its Portfolios and answering questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners' interests in one or more Portfolios provision and administration of Variable Contract features for the benefit of Variable Contract owners in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services as may be agreed upon from time to time. 2. Compensation. In consideration of the Services, PIMCO agrees to pay to ------------ the Company a service fee at an annual rate equal to basis points (0. %) of the average daily value of the Shares held in the Separate Accounts. Such payments will be made monthly in arrears. For purposes of computing the payment to the Company under this paragraph 2, the average daily value of Shares held in the Separate Accounts over a monthly period shall be computed by totaling such Separate Accounts' aggregate investment (Share net asset value multiplied by total number of Shares held by such Separate Accounts) on each business day during the calendar month, and dividing by the total number of business days during such month. The payment to the Company under this paragraph 2 shall be calculated by PIMCO at the end of each calendar month and will be paid to the Company within 30 days thereafter. Payment will be accompanied by a statement showing the calculation of the monthly amounts payable by PIMCO and such other supporting data as may be reasonably requested by the Company. 3. Term. This Services Agreement shall remain in full force and effect for ---- an initial term of one year, and shall automatically renew for successive one year periods. This Services Agreement may be terminated by either party hereto upon 30 days written notice to the other. This Services Agreement shall terminate automatically upon the redemption of all Shares held in the Separate Accounts, upon termination of the Participation Agreement, upon a material, unremedied breach of the Participation Agreement, as to a Portfolio upon termination of the investment advisory agreement between the Trust, on behalf of such Portfolio, and PIMCO, or upon assignment of the Participation Agreement by either the Company or PIMCO. Notwithstanding the termination of this Services Agreement, PIMCO will continue to pay the service fees in accordance with paragraph 2 so long as net assets of the Separate Accounts remain in a Portfolio, provided such continued payment is permitted in accordance with applicable law and regulation. 4. Amendment. This Services Agreement may be amended only upon mutual --------- agreement Of the parties hereto in writing. 5. Effect on Other Terms, Obligations and Covenants. Nothing herein shall ------------------------------------------------ amend, modify or supersede any contractual terms, obligations or covenants among or between any of the Company, PIMCO or the Trust previously or currently in effect, including those contractual terms, obligations or covenants contained in the Participation Agreement. - 2 - In witness whereof, the parties have caused their duly authorized officers to execute this Services Agreement. PACIFIC INVESTMENT MANAGEMENT COMPANY By: [ILLEGIBLE] --------------------------------- Title: Date: AIG LIFE INSURANCE COMPANY By: /s/ Michelle L. Abruzzo --------------------------------- Title: Michelle L. Abruzzo Senior Executive Vice President Date: 12/18/00 - 3 - EX-99.(H)(11)(D) 28 d419443dex99h11d.txt PIMCO TRUST SERVICES AGREEMENT Exhibit (h)(11)(d) PIMCO VARIABLE INSURANCE TRUST SERVICES AGREEMENT This Agreement is made as of April 1, 2000 between PIMCO Variable Insurance Trust (the "Trust") and AIG Life Insurance Company ("Authorized Firm"), a Delaware life insurance company. RECITALS WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the" 1940 Act"); WHEREAS, the Trust issues shares of beneficial interest ("shares") in separate series ("Portfolios"), with each Portfolio representing interests in a separate portfolio of securities and other assets; WHEREAS, certain beneficial owners of the Trust's shares ("investors") may require administrative, recordkeeping, and other services, and the provision of such services to investors requiring these services may benefit such investors and facilitate their ability to invest in the Portfolios; WHEREAS, the Trust has adopted a Services Plan pursuant to which the Trust, on behalf of each Portfolio, may enter into agreements with registered investment advisers, registered broker-dealers, banks, trust companies and other persons or that agree to provide administrative, recordkeeping, and investor services to their clients, members or customers who purchase shares of a Portfolio, directly or indirectly; and WHEREAS, the Trust desires that Authorized Firm provide, or arrange for the provision of, certain administrative, recordkeeping, and/or investor services with respect to shares of the Portfolios in accordance with the terms and conditions of this Agreement set forth below. WITNESSETH: The Trust and Authorized Firm agree as follows: 1. Appointment. The Trust hereby authorizes Authorized Firm to provide ----------- certain administrative, recordkeeping and investor services to investors in the Portfolios that are the clients, member, or customers of Authorized Firm. The appointment of Authorized Firm hereunder is non-exclusive, and Authorized Firm recognizes and agrees that, from time to time, the Trust (or its agent) may enter into other agreements with financial intermediaries with respect to the provision of administrative, recordkeeping and/or investors services. 2. Services to be Performed. For the duration of this Agreement, Authorized ------------------------ Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional -1- information of the Portfolios as from time to time in effect (collectively, the "Prospectus"), to provide in respect of investors investing in shares of the Portfolios: teleservicing support in connection with Portfolios; delivery of current Trust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors' votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the Trust or Pacific Investment Management Company (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trust and its Portfolios and answering questions concerning the Trust and its Portfolios, including questions respecting investors' interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation. 3. Orders and Settlement. Orders submitted by Authorized Firm on behalf of --------------------- investors shall be accepted or rejected by the Trust (or its agent) in the manner disclosed in the Prospectus, or as otherwise agreed to by the parties. 4. Compliance with Laws. In performing its duties under this Agreement, -------------------- Authorized Firm agrees to abide by all applicable laws, including, without limitation, federal and state securities laws and regulations, state insurance laws and regulations, and the Employee Retirement Income Security Act of 1974. 5. Sales Materials. No person is authorized to make any representations --------------- concerning shares of the Portfolios except those contained in the then current Prospectus and printed information issued by the Trust as explanatory materials and/or information supplemental to each Prospectus. The Trust shall supply or cause to be supplied Prospectuses, reasonable quantities of supplemental sales literature, explanatory materials and additional information as issued. Authorized Firm agrees not to use other advertising or sales material relating to the Portfolios unless approved in writing by the Trust in advance of such use. Authorized Firm agrees to indemnify the Portfolios and the Trust for any loss, injury, damage, expense or liability arising from or based upon any alleged or untrue statement or representations made by Authorized Firm other than statements contained in the Prospectus or sales literature authorized by the Trust. 6. Compensation. In consideration of Authorized Firm's provision of the ------------ services as described in this Agreement, the Trust agrees, subject to the limitations of applicable law and regulations, including rules of the National Association of Securities Dealers, Inc., to pay Authorized Firm fees ("Service Fees") at an annual rate of up to 0.__% of the average of the aggregate net asset value of outstanding shares serviced by Authorized Firm, measured on each business day during each month. Authorized Firm may, in turn, pay any or all of these fees to service providers with whom it has entered into service agreements, with no recourse to or liability on the part of the Trust or any Portfolio. The applicable portion of the Service Fees will be paid by the Trust within 20 days -2- following the end of each calendar quarter. The parties acknowledge and agree that the Service Fees will be paid by the Trust on behalf of each Portfolio and shall be paid for each Portfolio only so long as this Agreement is in effect. The fee rate with respect to any Portfolio may be prospectively increased or decreased by the Trust, in its sole discretion, at any time upon notice to Authorized Firm. In addition, Authorized Firm will furnish to the Trust or its designees such information as the Trust or its designees may reasonably request (including, without limitation, periodic certifications confirming the rendering of services with respect to shares of the Portfolios as described herein), and will otherwise cooperate with the Trust and its designees (including, without limitation, any auditors designated by the Trust), in the preparation of reports to the Trust's Board of Trustees concerning this Agreement and the monies paid or payable by the Trust pursuant hereto, as well as any other reports or filings that may be required by law. 7. Term and Termination. -------------------- (a) This Agreement is entered into by the Trust in accordance with the terms of the Services Plan. Accordingly, unless sooner terminated, this Agreement will continue in effect until one year from the date hereof and thereafter for successive annual periods, provided that such continuance is specifically approved at least annually by votes of a majority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not "interested persons" (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of the Distribution Plan or any agreements related to it ("Plan Trustees"), cast in person at a meeting called for the purpose of voting on the Services Plan and such related agreements. (b) This Agreement may be terminated, with respect to a Portfolio, at any time without the payment of any penalty, by vote of a majority of the Plan Trustees or by vote of a majority of a Portfolio's shares, on 30 days' written notice. Notice of termination (or nonrenewal) of the Services Plan by the Trustees shall constitute a notice of termination of this Agreement. (c) This Agreement shall terminate automatically in the event of its assignment, as defined in the 1940 Act. 8. Governing Law. This Agreement shall be construed and the provisions thereof ------------- interpreted under and in accordance with the laws of the State of California applicable to agreements fully executed and to be performed therein, without regard to its conflicts of law rules. 9. Limitation on Liability. The obligations of the Trust under this Agreement ----------------------- shall only be binding upon the assets and property of the Trust, and shall not be binding upon any Trustee, officer or shareholder of the Trust individually. -3- 10.Exculpation: Indemnification ---------------------------- (a) The Trust shall not be liable to Authorized Firm and Authorized Firm shall not be liable to the Trust except for acts or failures to act which constitute lack of good faith or gross negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by the Trust or by Authorized Firm of compliance with any applicable federal or state law, rule, or regulation and the rules and regulations promulgated by the National Association of Securities Dealers, Inc. (b) Authorized Firm will indemnify the Trust and hold it harmless from any claims or assertions relating to the lawfulness of Authorized Firm's participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons serving as officers or employees of Authorized Firm and performed in connection with the discharge of its responsibilities under this Agreement. If any such claims are asserted, the Trust shall have the right to manage its own defense, including the selection and engagement of legal counsel of its choosing, and all costs of such defense shall be borne by Authorized Firm. 11. Notices. Each notice required by this Agreement shall be given in writing ------- and delivered personally or mailed by certified mail or courier service or sent by facsimile to the party's address identified on the signature page to this Agreement or such other address as each party may by written notice provide to the other. A notice given pursuant to this section shall be deemed to have been given immediately when delivered personally or by facsimile, three (3) days after the date of certified mailing, and one (1) day after delivery by overnight courier service. 12. Complete Agreement. This Agreement contains the full and complete ------------------ understanding of the parties and supersedes all prior representations, promises, statements, arrangements, agreements, warranties and understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied. 13. Amendment. This Agreement may be modified or amended, and the terms of this --------- Agreement may be waived, only by a writing signed by each of the parties. 14. Counterparts. This Agreement may be executed in two or more counterparts, ------------ each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. -4- IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the date and year first written above. PIMCO Variable Insurance Trust By: ------------------------ Address for Notices: Name: ------------------------ 840 Newport Center Drive, Suite 300 Title ------------------------ Newport Beach, CA 92600 Fax: (940) 720-6773 AIG Life Insurance Company By: Address for Notices: Name: Michele L. Abruzzo 80 Pine Street, 13th Floor Title: Senior Executive Vice President New York, NY 10005 Fax: (212) 742-8157 -5- EX-99.(H)(18)(B) 29 d419443dex99h18b.txt FRANKLIN TEMPLETON 22C-2 DATED AUGUST 28, 2012 Exhibit (h)(18)(b) SHAREHOLDER INFORMATION AGREEMENT --------------------------------- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST This Shareholder Information Agreement ("Agreement") is entered into as of August 28, 2012, and is among Franklin/Templeton Distributors, Inc. ("Distributors") on behalf of each Fund, as defined below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the meaning set out under "Definitions," below. WHEREAS, Intermediary is a "financial intermediary" as that term is defined in Rule 22c-2 under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, Distributors serves as the principal underwriter to the Funds; and WHEREAS, Distributors and Intermediary wish to enter into this Agreement in accordance with Rule 22c-2 under the 1940 Act. NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, Distributors and Intermediary hereby agree as follows: 1. SHAREHOLDER INFORMATION ----------------------- 1.1 AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to make best efforts to provide the Fund or its designee, upon written request, the taxpayer identification number ("TIN"), the Individual/International Taxpayer Identification Number ("ITIN"), or other government-issued identifier ("GII") and the Contract owner number or participant account number associated with the Shareholder, if known, of any or all Shareholder(s) of the account, and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by Intermediary during the period covered by the request. Unless otherwise specifically requested by the Fund or its designee, Intermediary shall only be required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions. 1.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought and which shall cover a period ending no earlier than ten (10) business days preceding Intermediary's receipt of the written request. The Fund or its designee may request transaction information older than ninety (90) days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. (A)TIMING OF REQUESTS. Requests from the Fund or its designee for Shareholder information shall be made no more frequently than quarterly 1 except as the Fund or its designee deems necessary to investigate compliance with policies established by the Fund or its designee for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. Upon a showing of a reasonable basis, the intermediary will honor requests which are more frequent. 1.1.2 FORM AND TIMING OF RESPONSE. (A)Intermediary agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in Section 1.1, above. If requested by the Fund or its designee, Intermediary agrees to use best efforts to determine promptly whether any specific person about whom Intermediary has received the identification and transaction information specified in Section 1.1 above is itself a financial intermediary ("indirect intermediary") and, upon further request of the Fund or its designee, promptly either: (i) provide (or arrange to have provided) the information set forth in Section 1.1 for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Intermediary additionally agrees to inform the Fund or its designee whether Intermediary plans to perform (i) or (ii); and (B)Responses required by this Section 1.1 must be communicated in writing and in a format mutually agreed upon by the Fund or its designee and Intermediary; and (C)To the extent practicable and agreed by the parties, the format for any transaction information provided to the Fund or its designee will be in the format of a Microsoft Excel spreadsheet or other mutually agreed upon format. 1.1.3 LIMITATIONS ON USE OF INFORMATION. Unless the Intermediary provides prior written consent, Fund agrees not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws. 2. RESTRICTION OF TRADING ---------------------- 2.1 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written instructions from the Fund or its designee to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund or its designee as having engaged in transactions of the Fund's Shares (directly or indirectly through the Intermediary's account) that violate policies established by the Fund or its designee for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued 2 by the Fund. Unless otherwise directed by the Fund or its designee, any such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions that are effected directly or indirectly through Intermediary. 2.1.1 FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN, or GII and the specific individual Contract owner number or participant account number associated with the Shareholder, if known, and the specific restriction(s) to be executed, including how long the restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the specific individual Contract owner number or participant account number associated with the Shareholder is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates. 2.1.2 TIMING OF RESPONSE. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five business days after Intermediary receives the instructions, or a time period agreed upon by both parties. 2.1.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide written confirmation to the Fund or its designee that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. 2.1.4 MEANS OF COMMUNICATION. Instructions to the Intermediary shall be made via telephone calls to one of the contacts below followed with either an email or facsimile. Other communication between the parties must be received via email or facsimile at the following address or such other address as such party may from time to time specify in writing to the other party.
Contacts: Address: - --------- -------- If to the Intermediary: Jennifer Power, Senior Counsel American General Life Insurance Company of Jennifer_Powell@aigag.com Delaware Fax: (713) 620-4924 2919 Allen Parkway, L4-01 Tel: (713) 831-4954 Houston, TX 77019 Michael McArthur, Variable Products Accounting American General Life Insurance Company of Michael_j_mcarthur@aigag.com Delaware Fax: (713) 831-8269 2727-A Allen Parkway Tel: (713) 831-3504 Houston, TX 77019 If to Fund or its TradeControlTeam@templeton.com Franklin Templeton Investments designee: Franklin Templeton Investments Attn: Trade Control Team Attn: Trade Control Team 120 Fountain Pkwy, 1/st/ Fl Fax: (727) 299-8787 St. Petersburg, FL 33716-1205
3 2.2 CONSTRUCTION OF THE AGREEMENT; PARTICIPATION AGREEMENTS. The parties have entered into one or more agreements between or among them governing the purchase and redemption of shares of the Funds in connection with the Contracts (collectively, "Participation Agreements"). This Agreement supplements those Participation Agreements. To the extent the terms of this Agreement conflict with the terms of a Participation Agreement with regard to the requirements of Rule 22c-2, the terms of this Agreement shall control. 3. MISCELLANEOUS PROVISIONS ------------------------ 3.1 REQUESTS PRIOR TO OCTOBER 16, 2007. Intermediary shall be able to promptly respond to requests for Shareholder information by no later than October 16, 2007. Information requests prior to October 16, 2007, shall be governed by whatever practices, if any, that Fund and Intermediary have previously utilized to govern such requests. 3.2 TERMINATION. This Agreement will terminate upon the termination of the Participation Agreements and redemption of all shares in the Fund held by the Intermediary. 3.3 INDEMNIFICATION. Distributors agree to indemnify and hold Intermediary harmless from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable attorneys' fees) arising in connection with a third party claim or action brought against Intermediary as a result of any unauthorized disclosure of a shareholder's taxpayer identification number provided to the Fund or its designee in response to a request for information pursuant to the terms of this Agreement ("Losses"). Distributors shall not be liable for Losses unless the Intermediary has provided adequate written notice to Distributors promptly after the summons or other first legal process. In addition, Distributors will be entitled to participate in, at its own expense, or shall be entitled to assume the defense thereof, consistent with the terms of the Participation Agreement. 3.4 FORCE MAJEURE. The parties to this Agreement are excused from performance and shall not be liable for any delay in performance or non-performance, in whole or in part, caused by the occurrence of any event or contingency beyond the control of the parties including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, natural disasters, acts of God, and acts of war or terrorism. Each party so affected shall promptly give written notice to the other parties and shall use its best efforts to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended for the duration of such force majeure event. 4. DEFINITIONS ----------- As used in this Agreement, the following terms shall have the following meanings, unless a different meaning is clearly required by the context: The term "INTERMEDIARY" means: (i) the insurance company separate accounts listed on Attachment A of this Agreement (which is a part of this Agreement) as well as those identified in Schedule B of the Participation Agreement(s) to which Distributors 4 and Intermediary are parties, as such Participation Agreement(s) may be amended from time to time; and (ii) the life insurance company depositor of such separate accounts. The term "FUND" shall mean each series of Franklin Templeton Variable Insurance Products Trust in which Intermediary invests and includes: (i) an administrator for the Fund; (ii) the principal underwriter or distributor for the Fund; and (iii) the transfer agent for the Fund. The term does not include any "excepted funds" as defined in Rule 22c-2(b) under the 1940 Act. The term "SHARES" means the interests of Shareholders corresponding to the redeemable securities of record issued by a Fund under the 1940 Act that are held by Intermediary. The term "SHAREHOLDER" means the holder of interests in a variable annuity or variable life insurance contract issued by Intermediary ("Contract"), or a participant in an employee benefit plan with a beneficial interest in a Contract. The term "SHAREHOLDER-INITIATED TRANSFER PURCHASE" means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of "dollar cost averaging" programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as part of a one-time step-up in Contract value pursuant to a Contract death benefit; (iv) as part of an allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) as pre-arranged transfers at the conclusion of a required free look period. The term "SHAREHOLDER-INITIATED TRANSFER REDEMPTION" means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract. The term "WRITTEN" includes electronic writings. 5 IN WITNESS WHEREOF, each party has caused a duly authorized officer or representative to execute this Agreement. FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: /s/ Thomas M. Regner ------------------------- Name: Thomas M. Regner Title: Executive Vice President AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE on behalf of itself and the Separate Accounts referenced in this Agreement and its Attachment By: /s/ Rodney E. Rishel Attest: /s/ Lauren W. Jones --------------------- -------------------- Name: Rodney E. Rishel Name: Lauren W. Jones Title: SVP Title: Assistant Secretary (SEAL) 6 ATTACHMENT A TO SHAREHOLDER INFORMATION AGREEMENT Name of Insurance Company: ------------------------- American General Life Insurance Company of Delaware Name of Separate Accounts: ------------------------- Separate Account II Separate Account IV, 7, 9, 10 Separate Account 101 Separate Account 102 7
EX-99.(H)(27)(A) 30 d419443dex99h27a.txt FORM OF CONSENTS TO ASSIGNMENT Exhibit (h)(27)(a) September 7, 2012 AllianceBernstein Investments, Inc. (f/k/a Alliance Fund Distributors, Inc.) AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P. ) AllianceBerstein Investor Services, Inc. (f/k/a Alliance Global Investor Services, Inc.) AllianceBernstein Variable Products Series Fund 1345 Avenue of the Americas New York, New York 10105 Attn: General Counsel Re: (1) Participation Agreement among SunAmerica Annuity and Life Assurance Company (formerly AIG SunAmerica Life Assurance Company and Anchor National Life Insurance Company)("SAAL"), SunAmerica Capital Services, Inc., Alliance Capital Management L.P. and Alliance Fund Distributors, Inc.("AFD"), dated as of June 1, 2002; (2) Participation Agreement among American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), American General Equity Services Corporation ("AGESC") (formerly AIG Equity Sales Corp.), Alliance Capital Management L.P. and Alliance Fund Distributors, Inc. dated May 1, 1999 ("AGL of Delaware Agreement"); (3) Participation Agreement among AGL of Delaware, AllianceBernstein Variable Products Series Fund, Inc. (formerly Alliance Variable Products Series Fund, Inc.) and Alliance Fund Distributors, Inc. dated May 1, 1995 (also referred to as "AGL of Delaware Agreement"); (4) Fund Participation Agreement among AGL of Delaware and Alliance Global Investor Services, Inc. dated February 22, 2002 (also referred to as "AGL of Delaware Agreement"); (5) Administrative Services Agreement between SAAL and AFD, dated June 1, 2002; (6) Agreement between AGL of Delaware and Alliance Capital Management, L.P. (7) Information Sharing Agreement between SAAL and AllianceBernstein Investor Services, Inc. on behalf of the AllianceBernstein Variable Products Series Fund, Inc., dated April 16, 2007; (8) Rule 22c-2 Information Sharing and Restricted Trading Agreement between AGL of Delaware and AllianceBernstein Investor Services, Inc. on behalf of the AllianceBernstein Variable Products Series Fund, Inc. dated April 16, 2007 (also referred to as "AGL of Delaware Agreement"). (each an "Agreement", and collectively, the "Agreements") (SAAL and AGL of Delaware collectively referred to hereinafter as the "Merged Companies"). Dear Fund Partner: Effective December 8, 2009, AGL of Delaware changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the AGL of Delaware Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. Also, AGESC replaced AIG Equity Sales Corp. ("AIG Equity"). AGESC is a Alliance Fund Distributors, Inc. September 7, 2012 registered broker-dealer under the Securities Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG Equity are hereby placed with American General Equity Services Corporation or AGESC as appropriate. As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies were a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of each of the Merged Companies thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of each of the Merged Companies to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY By: ------------------------------ Name: Jana W. Greer Title: President and Chief Executive Officer Alliance Fund Distributors, Inc. September 7, 2012 AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: -------------------------------------- By: -------------------------------------- Name: Name: Title: Title
AMERICAN GENERAL EQUITY SERVICES CORPORATION ATTEST: By: -------------------------------------- By: -------------------------------------- Name: Name: Title: Title
Consented to, acknowledged and agreed: ALLIANCEBERNSTEIN INVESTMENTS, INC. By: ------------------------- Name: Title: ALLIANCEBERNSTEIN L.P. By: ------------------------- Name: Title: Alliance Fund Distributors, Inc. September 7, 2012 ALLIANCEBERNSTEIN INVESTOR SERVICES, INC. ON BEHALF OF THE ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. By: ------------------------- Name: Title: ALLIANCEBERNSTEIN INVESTOR SERVICES, INC. By: ------------------------- Name: Title: ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. By: ------------------------- Name: Title: August 31, 2012 American Century Investment Services, Inc. 4500 Main Street Kansas City, MO 64111 Re: (1) Shareholder Services Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware") and American Century Investment Services, Inc. dated as of May 1, 2000 (covers Separate Account II) (2) Shareholder Services Agreement between AGL of Delaware and American Century Investment Services, Inc. dated as of May 1, 2000 (covers Separate Account IV and IX) (3) Shareholder Information Agreement between American Century Investment Services, Inc. and AGL of Delaware dated April 16, 2007 (each an "Agreement", and collectively, the "Agreements") (AGL of Delaware referred to hereinafter as the "Merged Company") Dear Fund Partner: Effective December 8, 2009, the Merged Company changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Company will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with the Merged Company pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Company for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if the Merged Company was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of the Merged Company thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of the Merged Company to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. American Century Investment Services, Inc. August 31, 2012 Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: -------------------------------------- By: -------------------------------------- Name: Name: Title: Title:
Consented to, acknowledged and agreed: AMERICAN CENTURY INVESTMENT SERVICES, INC. By: -------------------------- Name: Title: September 7, 2012 Anchor Series Trust Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311-4992 Attn: Gregory Bressler Re: (1) Participation Agreement between SunAmerica Annuity and Life Assurance Company (formerly known as AIG SunAmerica Life Assurance Company and Anchor National Life Insurance Company) ("SAAL") and Anchor Series Trust ("AST"), dated as of March 7, 2011, as amended; (2) Shareholder Services Agreement between SAAL and AST, dated as of March 7, 2011, as amended; (3) Information Sharing Agreement between SAAL and AST, dated as of April 16, 2007, as amended (4) Fund Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), Anchor Series Trust and American General Equity Services Corporation ("AGESC") (formerly AIG Equity Sales Corp.) dated July 1, 1999 ("AGL of Delaware Agreement") (5) Administrative Services Agreement between AGL of Delaware and SunAmerica Asset Management Corp. dated July 1, 1999 (also referred to as "AGL of Delaware Agreement") (6) Information Sharing and Restricted Trading Agreement between Anchor Series Trust and AGL of Delaware dated April 16, 2007 (also referred to as "AGL of Delaware Agreement") (each an "Agreement", and collectively, the "Agreements") (SAAL and AGL of Delaware collectively referred to hereinafter as the "Merged Companies") Dear Fund Partner: Effective December 8, 2009, AGL of Delaware changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the AGL of Delaware Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. Also, AGESC replaced AIG Equity Sales Corp. ("AIG Equity"). AGESC is a registered broker-dealer under the Securities Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG Equity are hereby placed with American General Equity Services Corporation or AGESC as appropriate. As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Anchor Series Trust September 7, 2012 Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies were a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of each of the Merged Companies thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of each of the Merged Companies to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY By: ------------------------------ Name: Jana W. Greer Title: President and Chief Executive Officer AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: -------------------------------------- By: -------------------------------------- Name: Name: Title: Title:
Anchor Series Trust September 7, 2012 AMERICAN GENERAL EQUITY SERVICES CORPORATION ATTEST: By: -------------------------------------- By: -------------------------------------- Name: Name: Title: Title:
Consented to, acknowledged and agreed: ANCHOR SERIES TRUST By: ------------------------------- Name: Nori L. Gabert Title: Vice President and Assistant Secretary SUNAMERICA ASSET MANAGEMENT CORP. By: ------------------------------- Name: Nori L. Gabert Title: Vice President and Deputy General Counsel SUNAMERICA CAPITAL SERVICES, INC. By: ------------------------------- Name: Mallary L. Reznik Title: Vice President October 31, 2012 Dreyfus Variable Investment Fund Dreyfus Stock Index Fund, Inc. 200 Park Avenue New York, NY 10166 Re: (1) Fund Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware") and Dreyfus Stock Index Fund, Inc. (formerly, Dreyfus Life and Annuity Index Fund, Inc. [d/b/a Dreyfus Stock Index Fund]) dated as of May 1, 1995 (2) Fund Participation Agreement between AGL of Delaware and Dreyfus Variable Investment Fund dated as of May 1, 1995 (3) Supplemental Agreement between MBSC Securities Corporation (formerly, Dreyfus Service Corporation) and AGL of Delaware dated April 16, 2007 (each an "Agreement", and collectively, the "Agreements") (AGL of Delaware referred to hereinafter as the "Merged Company") Dear Fund Partner: Effective December 8, 2009, the Merged Company changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Company will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with the Merged Company pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Company for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if the Merged Company was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General, which company will assume the rights, duties and obligations of the Merged Company thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of the Merged Company to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for the Merger Dreyfus Variable Investment Fund Dreyfus Stock Index Fund, Inc. October 31, 2012 Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail, with signed originals to follow. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: -------------------------------------- By: -------------------------------------- Name: Name: Title: Title:
Consented to, acknowledged and agreed: MBSC SECURITIES CORPORATION ATTEST: By: ------------------------------ By: -------------------------------------- Name: Name: Title: Title:
DREYFUS STOCK INDEX FUND, INC. ATTEST: By: -------------------------------------- By: -------------------------------------- Name: Name: Title: Title:
Dreyfus Variable Investment Fund Dreyfus Stock Index Fund, Inc. October 31, 2012 DREYFUS VARIABLE INVESTMENT FUND ATTEST: By: -------------------------------------- By: ----------------------------- Name: Name: Title: Title:
September 7, 2012 Fidelity Distributors Corporation Variable Insurance Products Funds 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer Re: (1) Participation Agreement among SunAmerica Annuity and Life Assurance Company (formerly AIG SunAmerica Life Assurance Company)("SAAL"), Variable Insurance Products Funds and Fidelity Distributors Corporation ("FDC"), dated as of April 30, 2008, as amended; (2) Service Agreement between SAAL and Fidelity Investments Institutional Operations Company, Inc., dated as of April 30, 2012; (3) Rule 22c-2 Shareholder Information Agreement Related to Variable Insurance Products between SAAL and FDC, dated as of April 30, 2008; (4) Amended and Restated Participation Agreement between American General Life Insurance Company of Delaware ("AGL of Delaware"), Variable Insurance Products Funds and Fidelity Distributors Corporation dated April 27, 2012; (5) Sub-License Agreement between AGL of Delaware and Fidelity Distributors Corporation dated April 27, 2012; (6) Amended and Restated Service Contract between Fidelity Distributors Corporation and American General Equity Services Corporation, an affiliate of AGL of Delaware, American General Life Insurance Company and The United States Life Insurance Company in the City of New York dated May 1, 2012; and (7) Rule 22c-2 Information Sharing and Restricted Trading Agreement between AGL of Delaware and Fidelity Distributors Corporation dated April 16, 2007. (each an "Agreement", and collectively, the "Agreements") (SAAL and AGL of Delaware collectively referred to hereinafter as the "Merged Companies")
Dear Fund Partner: As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies were a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of each of the Merged Companies thereunder. Fidelity Distributors Corporation Variable Insurance Products Funds September 7, 2012 To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of each of the Merged Companies to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY By: --------------------------------- Name: Jana W. Greer Title: President and Chief Executive Officer AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: By: --------------------------------- ----------------------------------- Name: Name: Title: Title: AMERICAN GENERAL EQUITY SERVICES CORPORATION ATTEST: By: By: --------------------------------- ----------------------------------- Name: Name: Title: Title: Fidelity Distributors Corporation Variable Insurance Products Funds September 7, 2012 Consented to, acknowledged and agreed: FIDELITY DISTRIBUTORS CORPORATION By: ------------------------------ Name: Title: VARIABLE INSURANCE PRODUCTS FUNDS By: ------------------------------ Name: Title: FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. By: ------------------------------ Name: Title: September 7, 2012 Franklin Templeton Services, LLC One Franklin Parkway, Bldg. 920 2/nd/ Floor San Mateo, California 94403 Attention: General Counsel Franklin Templeton Variable Insurance Products Trust One Franklin Parkway, Bldg. 920 2/nd/ Floor San Mateo, California 94403 Attention: Karen L. Skidmore, Vice President Franklin/Templeton Distributors, Inc. 100 Fountain Parkway, Bldg. 140, 7/th/ Floor St. Petersburg, FL 33716 Attention: Peter Jones, President Re: (1) Participation Agreement among Western National Life Insurance Company (f/k/a AIG Annuity Insurance Company) ("WNL"), American General Distributors, Inc., Franklin Templeton Variable Insurance Products Trust (the "Trust") and Franklin/Templeton Distributors, Inc. ("Distributor"), dated May 1, 2000, as amended; (2) Amended and Restated Administrative Services Agreement between Franklin Templeton Services, LLC ("FTS") and WNL, dated December 6, 2005; (3) Shareholder Information Agreement between Distributor and WNL, dated April 16, 2007; (4) Participation Agreement among SunAmerica Annuity and Life Assurance Company (formerly AIG SunAmerica Life Assurance Company) ("SAAL"), SunAmerica Capital Services, Inc., the Trust and Distributor, dated February 4, 2008, as amended; (5) Shareholder Information Agreement between SAAL and Distributor, dated February 4, 2008; (6) Administrative Services Agreement between SAAL and FTS, dated February 4, 2008, as amended; (7) Participation Agreement among American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), American General Equity Services Corporation, the Trust and Distributor, dated May 1, 2000, as amended ("AGL of Delaware Agreement"); (8) Amended and Restated Administrative Services Agreement between FTS and AGL of Delaware, dated February 20, 2009 (also referred to as "AGL of Delaware Agreement"); and (9) Shareholder Information Agreement between AGL of Delaware and Franklin/Templeton Distributors, Inc., dated April 16, 2007 (also referred to as "AGL of Delaware Agreement"). (EACH AN "AGREEMENT", AND COLLECTIVELY, THE "AGREEMENTS") (SAAL, WNL, AND AGL OF DELAWARE COLLECTIVELY REFERRED TO HEREINAFTER AS THE "MERGED COMPANIES")
Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Franklin Templeton Services, LLC September 7, 2012 Dear Fund Partner: Effective December 8, 2009, AGL of Delaware changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the AGL of Delaware Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which your companies' investment companies and/or related trust(s) acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies were a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of each of the Merged Companies thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of each of the Merged Companies to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Franklin Templeton Services, LLC September 7, 2012 IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. SUNAMERICA ANNUITY AND LIFE WESTERN NATIONAL LIFE ASSURANCE COMPANY INSURANCE COMPANY By: By: --------------------------------- --------------------------------- Name: Jana W. Greer Name: Title: President and Chief Executive Title: Officer AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: By: --------------------------------- --------------------------------- Name: Name: Title: Title: CONSENTED TO, ACKNOWLEDGED AND AGREED: The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST Only on behalf of each Portfolio listed on Schedule C of the Agreements By: ------------------------- Name: Karen L. Skidmore Title: Vice President The Distributor: FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: ------------------------- Name: Thomas M. Regner Title: Executive Vice President FTS: FRANKLIN TEMPLETON SERVICES, LLC By: ------------------------- Name: Dennis Rothe Title: Vice President November 5, 2012 Goldman Sachs Variable Insurance Trust One New York Plaza 37th Floor New York NY 10004 Re: (1) Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware") and Goldman Sachs Variable Insurance Trust and Goldman, Sachs & Co. dated June 9, 1998 (2) Variable Annuity Shareholder Information Agreement between Goldman Sachs & Co. and AGL of Delaware dated April 16, 2007 (each an "Agreement", and collectively, the "Agreements") (AGL of Delaware collectively referred to hereinafter as the "Merged Company") Dear Fund Partner: Effective December 8, 2009, the Merged Company changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Company will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with the Merged Company pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Company for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if the Merged Company was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of the Merged Company thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of the Merged Company to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Goldman Sachs Variable Insurance Trust November 5, 2012 Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: By: --------------------------------- --------------------------------- Name: Name: Title: Title: Consented to, acknowledged and agreed: GOLDMAN, SACHS & CO. By: ----------------------------------- Name: Title: GOLDMAN SACHS VARIABLE INSURANCE TRUST By: ----------------------------------- Name: Title: September 7, 2012 AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston Texas 77046 Attn:Melanie Ringold, Esq. Re: (1) Participation Agreement by and among Western National Life Insurance Company (f/k/a American General Annuity Insurance Company ("WNL") and AIM Variable Insurance Funds, Inc. (Invesco Variable Insurance Funds) ("Fund Partner") dated November 23, 1998, as amended; (2) Participation Agreement by and among SunAmerica Annuity and Life Assurance Company, on behalf of itself and its separate accounts (collectively "SAAL"), SunAmerica Capital Services, Inc., and Fund Partner dated May 28, 2010, as amended; (3) Administrative Services Agreement between Invesco Advisers, Inc. (f/k/a A I M Advisors, Inc.) and WNL dated November 23, 1998; (4) Administrative Services Agreement between Invesco Advisers, Inc. (f/k/a A I M Advisors, Inc.) and SAAL dated May 28, 2012; (5) AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 by and between WNL and Invesco Investment Services, Inc. (f/k/a AIM Investment Services, Inc.) dated April 16, 2007 (6) Distribution Services Agreement between SAAL and Invesco Distributors, Inc. dated May 28, 2010 (7) Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and American General Equity Services Corporation dated as of November 20, 1997; (8) Administrative Services Agreement between Invesco Advisers, Inc. (f/k/a A I M Advisors, Inc.) and AGL of Delaware dated September 1, 1998; (9) AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 by and between AGL of Delaware and Invesco Investment Services, Inc. (f/k/a AIM Investment Services, Inc.) dated April 12, 2007 (each an "Agreement", and collectively, the "Agreements") (WNL, AGL of Delaware and SAAL collectively referred to hereinafter as the "Merged Companies") Dear Fund Partner: As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Invesco Distributors, Inc. September 7, 2012 Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies were a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of each of the Merged Companies thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of each of the Merged Companies to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. WESTERN NATIONAL LIFE INSURANCE COMPANY By: ------------------------------------------ Name: Title: SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY By: ------------------------------------------ Name: Jana W. Greer Title: President and Chief Executive Officer AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Invesco Distributors, Inc. September 7, 2012 AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: By: --------------------------------- --------------------------------- Name: Name: Title: Title: AMERICAN GENERAL EQUITY SERVICES CORPORATION By: --------------------------------- Name: Title: Consented to, acknowledged and agreed: INVESCO DISTRIBUTORS, INC. By: ----------------------------------- Name: Peter S. Gallagher Title: President AIM VARIABLE INSURANCE FUNDS, INC. INVESCO INVESTMENT SERVICES, INC. (INVESCO VARIABLE INSURANCE FUNDS) By: By: --------------------------------- --------------------------------- Name: John M. Zerr Name: William J. Galvin Title: Senior Vice President Title: President INVESCO ADVISERS, INC. By: --------------------------------- Name: John M. Zerr Title: Senior Vice President October 2, 2012 Neuberger Berman Advisers Management Trust 605 Third Avenue, 21st Floor New York, NY 10158-3698 Re: (1) Fund Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), Neuberger Berman Advisers Management Trust (formerly Neuberger & Berman Advisers Management Trust), Advisers Managers Trust, and Neuberger Berman Management Inc. (formerly Neuberger & Berman Management Incorporated) dated February 5, 1996 (2) Rule 22c-2 Shareholder Information Access Agreement between Neuberger Berman Management Inc. and AGL of Delaware dated April 16, 2007 (each an "Agreement", and collectively, the "Agreements") (AGL of Delaware referred to hereinafter as the "Merged Company") Dear Fund Partner: Effective December 8, 2009, the Merged Company changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Company will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with the Merged Company pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Company for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if the Merged Company was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of the Merged Company thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of the Merged Company to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Neuberger Berman Advisers Management Trust October 2, 2012 Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: By: --------------------------------- --------------------------------- Name: Name: Title: Title: Consented to, acknowledged and agreed: NEUBERGER BERMAN MANAGEMENT INC. By: ----------------------------------- Name: Title: NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST By: ----------------------------------- Name: Title: ADVISERS MANAGERS TRUST By: ----------------------------------- Name: Title: September 7, 2012 Oppenheimer Variable Account Funds OppenheimerFunds Distributor, Inc. Two World Financial Center 225 Liberty Street New York, NY 10281 Re: (1) Participation Agreement among Western National Life Insurance Company (f/k/a American General Annuity Insurance Company) ("WNL"), Oppenheimer Variable Account Fund, OppenheimerFunds, Inc. dated November 23, 1998, as amended (2) Letter of Understanding between Oppenheimer Funds, Inc. and WNL dated November 23, 1998 (3) Letter of Understanding between OppenheimerFunds, Inc. and American General Life Insurance Company dated December 1, 1999 (4) Shareholder Information Agreement between Oppenheimer Funds Services, Inc. Oppenheimer Funds Distributor, Inc. and WNL dated February 15, 2007 (5) Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware") and OppenheimerFunds Distributor, Inc. dated as of April 1, 2002 ("AGL of Delaware Retail Agreement") (6) Participation Agreement between AGL of Delaware, Oppenheimer Variable Account Funds and OppenheimerFunds, Inc. dated January 4, 2001 ("AGL of Delaware VAF Agreement") (7) Letter of Understanding between AGL of Delaware and OppenheimerFunds, Inc. dated November 29, 2000 (also referred to "AGL of Delaware VAF Agreement") (8) Rule 22c-2 Information Sharing and Restricted Trading Agreement between OppenheimerFunds Services, OppenheimerFunds Distributor, Inc. and AGL of Delaware dated April 16, 2007 (also referred to "AGL of Delaware VAF Agreement") (EACH AN "AGREEMENT", AND COLLECTIVELY, THE "AGREEMENTS") (WNL AND AGLD COLLECTIVELY REFERRED TO HEREINAFTER AS THE "MERGED COMPANIES") Dear Fund Partner: Effective December 8, 2009, AGL of Delaware changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the AGL of Delaware Retail Agreement and AGL of Delaware VAF Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. Oppenheimer Variable Account Funds OppenheimerFunds Distributor, Inc. September 7, 2012 As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which your companies' retail investment companies and/or related trust(s) acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies was a party to the Agreements, then all rights, duties, liabilities and obligations arising under the Agreements with respect to each of the Merged Companies will be assumed by American General, effective as of the Merger. All terms, conditions and obligations under the Agreements shall remain unchanged. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assignment of the rights, duties, liabilities and obligations of each of the Merged Companies to American General, as described above, effective as of the Merger. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligations of American General or any predecessor entities to pay 12b-1 or other fees through December 31, 2012 or subsequent to the new effective date and American General shall satisfy all payment obligations to you Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. WESTERN NATIONAL LIFE INSURANCE COMPANY By: ----------------------------- Name: Title: Oppenheimer Variable Account Funds OppenheimerFunds Distributor, Inc. September 7, 2012 AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: CONSENTED TO, ACKNOWLEDGED AND AGREED: OPPENHEIMERFUNDS DISTRIBUTOR, INC. By: ----------------------------- Name: Title: OPPENHEIMER VARIABLE ACCOUNT OPPENHEIMERFUNDS, INC. (on its own FUNDS and on behalf of its own division, OppenheimerFunds Services) By: ----------------------------- By: ------------------------------- Name: Name: Title: Title: August 31, 2012 PIMCO Variable Insurance Trust 840 Newport Center Drive, Suite 100 Newport Beach, CA 92660 PIMCO Investments LLC 1633 Broadway, 45/th/ Floor New York, NY 10019 Re: (1) Participation Agreement between American General Life Insurance Company of Delaware ("AGL of Delaware"), PIMCO Variable Insurance Trust and PIMCO Investments LLC dated April 1, 2000, as amended effective July 1, 2011 (2) PIMCO Variable Insurance Trust Services Agreement between AGL of Delaware and PIMCO Variable Insurance Trust dated April 1, 2000 (3) Services Agreement between AGL of Delaware and Pacific Investment Management Company dated April 1, 2000 (4) Rule 22c-2 Amendment to Participation Agreement between PIMCO Investments LLC and AGL of Delaware, The United States Life Insurance Company in the City of New York and American General Life Insurance Company dated April 16, 2007, as amended effective July 1, 2011 (each an "Agreement", and collectively, the "Agreements") (AGL of Delaware referred to hereinafter as the "Merged Company") Dear Fund Partner: As you may already be aware, the Merged Company will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with the Merged Company pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Company for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if the Merged Company was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of the Merged Company thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of the Merged Company to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule PIMCO Variable Insurance Trust August 31, 2012 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: Consented to, acknowledged and agreed: PACIFIC INVESTMENT MANAGEMENT COMPANY By: ------------------------- Name: Title: PIMCO VARIABLE INSURANCE TRUST By: ------------------------- Name: Title: PIMCO INVESTMENTS LLC By: ------------------------- Name: Title: September 7, 2012 SunAmerica Series Trust Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311-4992 Attn: Gregory Bressler Re: (1) Participation Agreement between SunAmerica Annuity and Life Assurance Company (formerly known as AIG SunAmerica Life Assurance Company and Anchor National Life Insurance Company) ("SAAL") and SunAmerica Series Trust ("SAST"), dated as of March 7, 2011, as amended; (2) Shareholder Services Agreement between SAAL and SAST, dated as of March 7, 2011, as amended; (3) Information Sharing Agreement between SAAL and SAST, dated as of April 16, 2007, as amended (4) Fund Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), SunAmerica Series Trust and American General Equity Services Corporation ("AGESC") (formerly AIG Equity Sales Corp.) dated as of July 1, 1999 ("AGL of Delaware Agreement"); (5) Administrative Services Agreement between AGL of Delaware and SunAmerica Asset Management Corp. dated July 1, 1999 (also referred to as "AGL of Delaware Agreement"); and (6) Information Sharing and Restricted Trading Agreement between AGL of Delaware and SAST dated April 16, 2007 (also referred to as "AGL of Delaware Agreement"). (each an "Agreement", and collectively, the "Agreements") (SAAL and AGL of Delaware collectively referred to hereinafter as the "Merged Companies") Dear Fund Partner: Effective December 8, 2009, AGL of Delaware changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the AGL of Delaware Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. Also, AGESC replaced AIG Equity Sales Corp. ("AIG Equity"). AGESC is a registered broker-dealer under the Securities Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG Equity are hereby placed with American General Equity Services Corporation or AGESC as appropriate. As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). SunAmerica Series Trust September 7, 2012 Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies were a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of each of the Merged Companies thereunder. To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of each of the Merged Companies to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY By: ------------------------------ Name: Jana W. Greer Title: President and Chief Executive Officer AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: SunAmerica Series Trust September 7, 2012 AMERICAN GENERAL EQUITY SERVICES CORPORATION ATTEST: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: Consented to, acknowledged and agreed: SUNAMERICA SERIES TRUST By: ------------------------------ Name: Nori L. Gabert Title: Vice President and Secretary SUNAMERICA ASSET MANAGEMENT CORP. By: ------------------------------ Name: Nori L. Gabert Title: Vice President and Deputy General Counsel SUNAMERICA CAPITAL SERVICES, INC. By: ------------------------------ Name: Mallary L. Reznik Title: Vice President August 31, 2012 The Universal Institutional Funds, Inc. Morgan Stanley 522 Fifth Avenue New York, NY 10036 Re: (1) Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), The Universal Institutional Funds, Inc. (formerly Morgan Stanley Dean Witter Universal Funds, Inc.) ("UIF"), Morgan Stanley Investment Management Inc. (formerly Morgan Stanley Dean Witter Investment Management Inc. and successor-in-interest to Morgan Stanley Investments LP (formerly Miller Anderson & Sherrerd, LLP)) ("MSIM"), dated December 31, 1998, as amended; (2) Participation Agreement between AGL of Delaware, UIF (formerly Morgan Stanley Universal Funds, Inc.), MSIM (formerly Morgan Stanley Asset Management Inc. and successor-in-interest to Morgan Stanley Investments LP (formerly Miller Anderson & Sherrerd, LLP)) dated May 15, 1998, as amended; (3) Letter Agreement, dated May 1, 2000, between AGL of Delaware and MSIM; and (4) Rule 22c-2 Information Sharing and Restricted Trading Agreement between Morgan Stanley Distribution, Inc. and AGL of Delaware, dated April 16, 2007 (each an "Agreement", and collectively, the "Agreements") (AGL of Delaware referred to hereinafter as the "Merged Company"). Dear Fund Partner: Effective December 8, 2009, the Merged Company changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Company will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with the Merged Company pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Company for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if the Merged Company was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General, which will assume the rights, duties and obligations of the Merged Company thereunder. The Universal Institutional Funds, Inc. August 31, 2012 To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of the Merged Company to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of any fees under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: -------------------------------- By: -------------------------- Name: Name: Title: Title: CONSENTED TO, ACKNOWLEDGED AND AGREED: -------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC. By: ------------------------------- Name: Arthur Lev Title: President & Principal Executive Officer MORGAN STANLEY INVESTMENT MANAGEMENT INC. By: ------------------------- Name: Jack O'Connor Title: Managing Director September 7, 2012 Nori L. Gabert, Esq. VALIC Company I 2919 Allen Parkway, L3 Houston, TX 77019 Re: (1) Participation Agreement between Western National Life Insurance Company (f/k/a American General Annuity Insurance Company) ("WNL"), VALIC Company I ('Fund Partner") and The Variable Annuity Life Insurance Company dated August 1, 1999, as amended (2) Information Sharing and Restricted Agreement between WNL and VALIC Company I dated April 16, 2007 (3) Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), VALIC Company I and The Variable Annuity Life Insurance Company dated as of July 1, 2002 ("AGL of Delaware Agreement") (4) Information Sharing and Restricted Trading Agreement between AGL of Delaware and VALIC Company I dated April 16, 2007 (also referred to as "AGL of Delaware Agreement") (EACH AN "AGREEMENT", AND COLLECTIVELY, THE "AGREEMENTS") (WNL AND AGLD ARE COLLECTIVELY REFERRED TO HEREINAFTER AS THE "MERGED COMPANIES") Dear Fund Partner: Effective December 8, 2009, AGL of Delaware changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the AGL of Delaware Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Companies will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with each of the Merged Companies pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Companies for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if any of the Merged Companies was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of each of the Merged Companies thereunder. VALIC Company I September 7, 2012 To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of each of the Merged Companies to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. WESTERN NATIONAL LIFE INSURANCE COMPANY By: ------------------------- Name: Title: AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: VALIC Company I September 7, 2012 CONSENTED TO, ACKNOWLEDGED AND AGREED: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: ------------------------- Name: Kurt W. Bernlohr Title: Senior Vice President VALIC COMPANY I By: ------------------------- Name: Kurt W. Bernlohr Title: President August 31, 2012 Vanguard Variable Insurance Fund The Vanguard Group, Inc. Vanguard Marketing Corporation P. O. Box 2600 Valley Forge, PA 19482 Re: (1) Fund Participation Agreement between American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware") and The Vanguard Group, Inc. dated December 27, 2001 (2) Participation Agreement between AGL of Delaware, The Vanguard Group, Inc., Vanguard Variable Insurance Fund and Vanguard Marketing Corporation dated May 22, 2001 (3) Participation Agreement between AGL of Delaware, The Vanguard Group, Inc., Vanguard Variable Insurance Fund and Vanguard Marketing Corporation dated September 2, 2003 (2) Rule 22c-2 Amendment to Agreements between Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and AGL of Delaware dated April 16, 2007 (each an "Agreement", and collectively, the "Agreements") (AGL of Delaware referred to hereinafter as the "Merged Company") Dear Fund Partner: Effective December 8, 2009, the Merged Company changed its name from AIG Life Insurance Company to American General Life Insurance Company of Delaware. Any and all references in the Agreements to AIG Life Insurance Company shall be changed to American General Life Insurance Company of Delaware or AGL of Delaware, as appropriate. As you may already be aware, the Merged Company will be merging with and into American General Life Insurance Company ("American General"), the surviving company, effective January 1, 2013 (hereinafter referred to as the "Merger"). Your companies and/or related trusts have agreements with the Merged Company pursuant to which a trust acted as an investment vehicle for separate accounts established by the Merged Company for variable universal life insurance policies and/or variable annuity contracts (the "Contracts"). As a result of the Merger, if the Merged Company was a party to the Agreements, then all rights, duties and obligations arising under the Agreements would be effectively assumed by American General which company will assume the rights, duties and obligations of the Merged Company thereunder. Vanguard Variable Insurance Fund The Vanguard Group, Inc. August 31, 2012 To the extent applicable law and/or any of the Agreements require prior written consent for the assignment and continuation of the Agreements, please sign below indicating such consent to assign the rights, duties and obligations of the Merged Company to American General. To the extent applicable, your signature below is deemed consent to an effective date of January 1, 2013 for any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under the terms of such agreement(s). The foregoing shall not affect any existing obligation to pay such fees through December 31, 2012 or subsequent to the new effective date. Except to the extent amended by this letter agreement, the Agreements shall remain unchanged and in full force and effect, and are hereby ratified, re-executed, and confirmed in all respects. This letter may be signed in counterparts, all of which, taken together, are deemed to be an original. Signatures may be sent via facsimile or e-mail. IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be executed as of the date first above written. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ATTEST: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: Consented to, acknowledged and agreed: VANGUARD VARIABLE INSURANCE FUND By: ------------------------- Name: Title: Vanguard Variable Insurance Fund The Vanguard Group, Inc. August 31, 2012 THE VANGUARD GROUP, INC. By: ------------------------- Name: Title: VANGUARD MARKETING CORPORATION By: ------------------------- Name: Title:
EX-99.(J)(1) 31 d419443dex99j1.txt GENERAL GUARANTEE AGREEMENT NUFIC AND AIG LIFE EXHIBIT (J)(1) GENERAL GUARANTEE AGREEMENT --------------------------- GENERAL GUARANTEE AGREEMENT, dated July 13, 1998 (the "Guarantee"), by National Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania corporation (the "Guarantor"), in favor of each party (individually, a "Party" and collectively, "Parties") insured under policies issued by AIG Life Insurance Company, a corporation organized under the laws of Delaware, (the "Company"). 1. Guarantee. For value received, and to induce Parties to purchase --------- insurance from the Company, the Guarantor unconditionally and irrevocably guarantees to each Party, its successors, endorsees and assigns, the prompt payment when due of all present and future obligations and liabilities of any kind whatsoever of the Company to such Party arising from policies of insurance issued by the Company, including but not limited to payments for claims, losses and return premiums whether due or to become due, secured or unsecured, absolute or contingent, joint or several (the "Obligations"). 2. Nature of Guarantee. The Guarantor's obligations hereunder with respect ------------------- to any Obligation shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral for such Obligation. No Party shall be obligated to file any claim relating to the Obligations owing to it in the event that the Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of any Party to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to any Party in respect to any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect to such Obligations as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Company may have to payment of any Obligation other than defenses arising from the bankruptcy or insolvency of the Company and other defenses expressly waived hereby. 3. Consents, Waivers and Renewals. The Guarantor agrees that a Party may at ------------------------------ any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations owing to it, and may also make any agreement with the Company or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between such Party and the Company or any of such other party or person, without in any way impairing or affecting this Guarantee. The Guarantor agrees that a Party may resort to the Guarantor for payment of any of the Obligations, whether or not the Party shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations. 4. Expenses. The Guarantor agrees to pay on demand all out-of-pocket -------- expenses (including the reasonable fees and expenses of its counsel) in any way relating to the enforcement or protection of the rights of a Party hereunder; provided, that the Guarantor shall not be liable for any expenses of a Party if no payment under this Guarantee is due. 5. Subrogation. Upon payment of all the Obligations owing to any Party, the ------------ Guarantor shall be subrogated to the rights of such Party against the Company, and such Party agrees to take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. 6. Third-Party Beneficiary Contract. The Guarantor hereby acknowledges that -------------------------------- Parties insured under policies issued by the Company prior to the termination of the Guarantee are intended third-party beneficiaries of the Guarantee who may enforce this Guarantee directly against the Guarantor. 7. Termination. This Guarantee may be terminated after 30 days notice given ----------- by the Guarantor by publication in The Wall Street Journal; provided, however, ----------------------- --------- ------- that in the event that a Party has requested, by written notice to the Secretary of the Guarantor at 70 Pine Street, New York, New York 10270, prior to the date of such publication, that such Party be given notice of any termination of this Guarantee (specifying the address to which such notice to the Party shall be sent), this Guarantee shall remain in full force and effect with respect to such Party until receipt by such Party of written notice of termination in accordance with such request. Notwithstanding the foregoing sentence, this Guarantee shall remain in full force and effect with respect to Obligations of the Company outstanding or contracted or committed for (whether or not outstanding) prior to the 30th day after publication of notice of such termination in The Wall Street Journal, or, in the event that a Party has ----------------------- requested notice of termination as provided above, prior to receipt by such Party of written notice of termination in accordance with such request, until such Obligations shall be finally and irrevocably paid in full. 8. Governing Law. This Guarantee shall be governed by and construed in --------- accordance with the laws of the State of New York. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. By: /s/ ----------------------------- By: /s/ ----------------------------- EX-99.(J)(2) 32 d419443dex99j2.txt GUARANTEE TERMINATION NOTICE - AIG LIFE EXHIBIT (J)(2) NOTICE OF TERMINATION OF GUARANTEE AS PUBLISHED IN THE WALL STREET JOURNAL ON NOVEMBER 24, 2006 National Union Fire Insurance Company of Pittsburgh, Pa., a corporation organized under the laws of the Commonwealth of Pennsylvania (the "Guarantor"), hereby provides notice of termination of that certain General Guarantee Agreement, dated July 13, 1998 (the "Guarantee"), by the Guarantor, in favor of each party insured under policies issued by AIG Life Insurance Company, a corporation organized under the laws of the State of Delaware (the "Company"), effective December 29, 2006 at 4:00 p.m. Eastern Time (the "Termination"). The Guarantee shall remain in full force and effect with respect to the Obligations (as such term is defined in the Guarantee) of the Company outstanding or contracted or committed for (whether or not outstanding) prior to the Termination, until such Obligations of the Company shall be finally and irrevocably paid in full. EX-99.(J)(3) 33 d419443dex99j3.txt NOTICE OF TERMINATION - SUPPORT AGREEMENT EXHIBIT (J)(3) NOTICE OF TERMINATION MARCH 24, 2011 Pursuant to paragraph 5(c) of that certain Agreement dated as of December 13, 1991 (the "AGREEMENT") between American International Group, Inc., a corporation organized under the laws of the State of Delaware ("AIG"), and American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company), a Delaware corporation, a copy of which is attached hereto as Exhibit 1, AIG hereby provides notice of termination of the Agreement to be effective on April 22, 2011. AMERICAN INTERNATIONAL GROUP, INC. By: ------------------------------ Name: Robert A. Gender Title: Vice President and Treasurer By: ------------------------------ Name: Kathleen E. Shannon Title: Senior Vice President and Secretary EXHIBIT 1 -------- AGREEMENT BETWEEN AMERICAN INTERNATIONAL GROUP, INC. AND AIG LIFE INSURANCE COMPANY This Agreement, made and entered into as of December 13, 1991, by and between American International Group, Inc., a Delaware corporation ("AIG"), and AIG Life Insurance Company, a Pennsylvania corporation ("AIG Life"). WITNESSETH: WHEREAS, AIG is the ultimate beneficial owner of 100% of the outstanding common stock of AIG Life; WHEREAS, AIG Life has issued and intends to issue insurance policies including annuity contracts ("policies") to third parties; and WHEREAS, AIG and AIG Life desire to take certain actions to enhance and maintain the financial condition of AIG Life as hereinafter set forth in order to enable AIG Life to issue such policies; NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. Stock Ownership. During the term of this Agreement AIG will be the --------------- ultimate beneficial owner of all of the capital stock of AIG Life now or hereafter issued and outstanding and AIG agrees that it will not pledge, assign or otherwise encumber such capital stock. 2. Net Worth. AIG agrees that it shall cause AIG Life to have at all times --------- during the term of this Agreement a policyholders surplus of not less than one million dollars ($1,000,000) or such greater amount as shall be sufficient to enable AIG Life to perform the obligations under any policy issued by AIG Life. 3. Liquidity Provision. If during the term of this Agreement AIG Life needs ------------------- funds not otherwise available to it to make timely payment of its obligations under the policies or otherwise, AIG shall provide, at the request of AIG Life, such funds in cash, either as equity or as a loan at AIG's option, on a timely basis. If such funds are advanced to AIG Life as a loan, such loan shall be on such terms and conditions, including maturity and rate of interest, as AIG and AIG Life shall agree. 4. Waivers. AIG hereby waives any failure or delay on the part of AIG Life ------- in asserting or enforcing any of its rights or in making any claims or demands hereunder. 5. Termination, Amendment. Subject to the limitations contained in this ----------- paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG Life. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall -------- ------- have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life then outstanding to an entity with a rating, from Standard & Poor's Corporation ("S&P") or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life as supported by this Agreement at the time of such transfer or sale: or c) upon the attainment by AIG Life of a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this Agreement, equivalent to or better than the rating of AIG Life as supported by this Agreement at such time. 6. Riqhts of Policyholders. Any policyholder holding a policy issued by AIG ----------------------- Life prior to the termination of this Agreement shall have the right to demand that AIG Life enforce AIG Life's rights under paragraphs 1, 2 and 3 of this Agreement, and, if AIG Life fails or refuses to take timely action to enforce such rights or if AIG Life defaults in any claim or other payment owed to any such policyholder when due, such policyholder may proceed directly against AIG to enforce AIG Life's rights under paragraphs 1, 2 and 3 of this Agreement. 7. Notices. Any notice, instruction, request, consent, demand or other ------- communication required or contemplated by this Agreement shall be in writing, shall be given or made or communicated by United States first class mail, addressed as follows: If to AIG: American International Group, Inc. 70 Pine Street New York, New York 10270 Attention: Treasurer If to AIG Life: AIG Life Insurance company 70 Pine Street New York, New York 10270 Attention: President 8. Successors. The covenants, representations, warranties and agreements ---------- herein set forth shall be mutually binding upon and inure to the mutual benefit of AIG and its successors and AIG Life and its successors. 9. Governing Law. This Agreement shall be governed by the laws of the State ------------- of New York. (SEAL) AMERICAN INTERNATIONAL GROUP, INC. /s/ Attest By: -------------------------------------- /s/ ---------------------------------- (SEAL) AIG LIFE INSURANCE COMPANY /s/ Attest By: -------------------------------------- /s/ ---------------------------------- AMERICAN INTERNATIONAL GROUPS, INC. 70 Pine Street, New York, N.Y. 10270 Telephone: 212 770-7000 November 11, 1993 Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Attention: Robert Riegel Assistant Vice President - Financial Institutions Gentlemen: American International Group. Inc, ("AIG") hereby agrees that notwithstanding the rights provided under Section 5 of the Agreement between AIG and its wholly owned subsidiary, AIG Life Insurance Company ("A.I.G. Life"), dated as of December 13, 1991 (the "Agreement"), AIG will exercise the right to terminate the Agreement only under the following circumstances: a) Upon transfer of the entire book of business of A.I.G. Life then outstanding to an entity with a rating, from Moody's Investors Service, Inc. ("Moody's") or if Moody's shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of A.I.G. Life as supported by the Agreement at the time of such transfer; b) upon transfer or sale of A.I.G. Life to an entity with a rating, from Moody's or if Moody's shall not make such a rating available from a substitute agency which is a national1y recognized statistical rating organization, equivalent to or better than the rating of A.I.G. Life as supported by the Agreement at the time of such transfer or sale; or Moody's Investors Service, Inc. November 11, 1993 Page two c) upon the attainment by A.I.G. Life of a rating, from Moody's or it Moody's shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by the Agreement, equivalent to or better than the rating of A.I.G. Life as supported by the Agreement at such time. AIG further agrees to include a copy of this letter with the Agreement upon any distribution of the Agreement to third parties. Very truly yours, American International Group, Inc. /s/ By: ------------------------- William N. Dooley /s/ ------------------------- Kathleen E. Shannon EX-99.(J)(5) 34 d419443dex99j5.txt AGREEMENT AND PLAN OF MERGER Exhibit (j)(5) -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER among AMERICAN GENERAL ASSURANCE COMPANY, an Illinois insurance company, AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY, a Tennessee insurance company, AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE, a Delaware insurance company, SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY, an Arizona insurance company, SUNAMERICA LIFE INSURANCE COMPANY, an Arizona insurance company, WESTERN NATIONAL LIFE INSURANCE COMPANY a Texas insurance company, and AMERICAN GENERAL LIFE INSURANCE COMPANY a Texas insurance company -------------------------------------------------------------------------------- CONTENTS
Page ---- RECITALS.................................................................... 1 SECTION 1... Effective Date................................................. 2 SECTION 2... Capital Stock.................................................. 2 2.1 Capital Stock of SAAL...................................... 2 2.2 AGAC, AGLA, AGD, SAAL, SALIC and WNL....................... 2 2.3 Capital Stock of AGL....................................... 3 2.4 Common Stock Held by AGCL upon Effectiveness of the Merger. 3 SECTION 3... Articles of Incorporation and Bylaws........................... 3 SECTION 4... Board of Directors and Officers of Surviving Corporation....... 3 4.1 Board of Directors......................................... 3 4.2 Officers................................................... 3 SECTION 5... Governing Law and Name of Surviving Corporation................ 3 5.1 Governing Law of Surviving Corporation..................... 3 5.2 Governing Law Regarding Maintenance of Separate Accounts... 3 5.3 Name of Surviving Corporation.............................. 3 SECTION 6... Effect of the Merger........................................... 4 SECTION 7... Approval of Sole Shareholders.................................. 4 SECTION 8... Access......................................................... 4 SECTION 9... Termination.................................................... 4 9.1 Circumstances of Termination............................... 4 9.2 Effect of Termination...................................... 4 SECTION 10.. General Provisions............................................. 4 10.1 Further Assurances........................................ 4 10.2 Waiver.................................................... 5 10.3 Entire Agreement.......................................... 5 10.4 Headings.................................................. 5 10.5 Governing Law............................................. 5 10.6 Counterparts; Facsimile Signatures........................ 5 10.7 No Additional Compensation................................ 5 SIGNATORIES................................................................. 6
i AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of __________, 2012 is by and among AMERICAN GENERAL ASSURANCE COMPANY, an Illinois insurance company, incorporated on November 21, 1929, and formerly known as USLIFE Credit Life Insurance Company ("AGAC"), AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY, a Tennessee insurance company, incorporated on February 28, 1900, and formerly known as The National Life and Accident Insurance Company ("AGLA"), AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE, a Delaware insurance company, incorporated on June 18, 1962, and formerly known as AIG Life Insurance Company, Life Insurance Company of New Hampshire, and National Union Life Insurance Company of Pittsburgh ("AGD"); SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY, an Arizona insurance company, incorporated on April 12, 1965, and formerly known as AIG SunAmerica Life Insurance Company, SunAmerica National Life Insurance Company, Anchor National Life Insurance Company, Anchor Life Insurance Company, and Sierra-Nevada Life Insurance Company ("SAAL"); SUNAMERICA LIFE INSURANCE COMPANY, an Arizona insurance company, incorporated on January 12, 1897, and formerly known as Sun Life Insurance Company of America, Immediate Benefit Life Insurance Company of Baltimore City, Maryland, and The Immediate Benefit Association of Baltimore City ("SALIC"); WESTERN NATIONAL LIFE INSURANCE COMPANY, a Texas insurance company, incorporated on June 9, 1944, and formerly known as AIG Annuity Insurance Company, American General Annuity Insurance Company, and Palo Duro Life Insurance Company ("WNL"); and AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas insurance company, incorporated on April 11, 1960, and formerly known as American General Life Insurance Company of Delaware and Knights Life Insurance Company ("AGL"). AGAC, AGLA, AGD, SAAL, SALIC, WNL and AGL are sometimes referred to herein as each, the "Constituent Corporation," and collectively, the "Constituent Corporations." RECITALS: WHEREAS, the Boards of Directors of SAAL and SALIC determined that it is advisable for the general welfare of SAAL and SALIC and their respective sole shareholders, that SAAL and SALIC merge into a single corporation pursuant to this Agreement and the applicable laws of the State of Arizona, in a transaction intended to qualify as a reorganization pursuant to Section 368 of the Internal Revenue Code of 1986, as amended; and WHEREAS, the respective Boards of Directors of AGAC, AGLA, AGD, SALIC, WNL and AGL determined that it is advisable for the general welfare of AGAC, AGLA, AGD, SALIC, WNL and AGL and their respective sole shareholders, that the AGAC, AGLA, AGD, SALIC, WNL and AGL merge into a single corporation pursuant to this Agreement and the applicable laws of the States of Tennessee, Illinois, Tennessee, Delaware, Arizona and Texas, in a transaction intended to qualify as a reorganization pursuant to Section 368 of the Internal Revenue Code of 1986, as amended; and WHEREAS, as of the date of this Agreement: (i) SALIC is the sole shareholder of SAAL; (ii) SunAmerica Financial Group, Inc. ("SAFGI"), a Texas corporation, is the sole shareholder of AGAC and SALIC; and (iii) AGC Life Insurance Company ("AGCL"), a Missouri corporation, is the sole shareholder of AGLA, AGD, WNL and AGL; and Page 1 of 7 Pages WHEREAS, as of the Effective Date (defined below), pursuant to a proposed reorganization consisting of the respective contribution of the capital stock of AGAC and SALIC to AGCL by AGCL's immediate parent, SAFGI, to occur on or before the Effective Date, AGCL will be the sole shareholder of AGAC, AGLA, AGD, SALIC, WNL and AGL, respectively. WHEREAS, the Board of Directors of each Constituent Corporation has approved this Agreement and the transaction contemplated hereunder. NOW, THEREFORE, for and in consideration of the mutual promises and subject to the conditions contained herein, the Constituent Corporations agree that in accordance with the applicable laws of the States of Illinois, Tennessee, Arizona, Delaware, and Texas, (i) SAAL shall be merged with and into SALIC, with SALIC being the surviving corporation; and, concurrently with the merger of SAAL with and into SALIC, (ii) AGAC, AGLA, AGD, SALIC, and WNL shall be merged with and into AGL, with AGL being the surviving corporation (which in its capacity as the ultimate surviving corporation, AGL may be referred to as the "Surviving Corporation"). In this regard, the terms and conditions of the mergers described above and the mode of carrying it into effect shall be as follows: SECTION 1. EFFECTIVE DATE The mergers provided for in this Agreement shall become effective as of 11:59 p.m., Central Time, on December 31, 2012, or such other time and date as may be agreed to in writing by the Constituent Corporations (the "Effective Date"), assuming: (i) all necessary corporate and regulatory approvals have been obtained; and (ii) this Agreement and/or related articles or certificates of merger have been executed, acknowledged, verified and filed as may be required under the applicable laws of the States of Illinois, Tennessee, Delaware, Arizona, and Texas, or as directed by the Commissioners of Insurance (or similar authority) of such applicable States. SECTION 2. CAPITAL STOCK 2.1Capital Stock of SAAL. Each share of capital stock of SAAL ($1,000 par --------------------- value per share) and all other authorized stock of SAAL, whether issued and outstanding or held in the treasury of SAAL, shall be canceled upon the effectiveness of the merger. 2.2Capital Stock of AGAC, AGLA, AGD, SALIC and WNL. The following shares of ----------------------------------------------- capital stock of AGAC, AGLA, AGD, SALIC, and WNL respectively, shall be canceled upon the effectiveness of the merger: (i) each share of common stock of AGAC ($1.25 par value per share), and all other authorized stock of AGAC, whether issued and outstanding or held in the treasury of AGAC; (ii) each share of the common stock of AGLA ($5.00 par value per share), and all other authorized stock of AGLA, whether issued and outstanding or held in the treasury of AGLA; (iii) each share of the capital stock of AGD ($5.00 par value per share), and all other authorized stock of AGD, whether issued and outstanding or held in the treasury of AGD; (iv) each share of capital stock of SALIC ($2.50 par value per share), and all other authorized stock of SALIC, whether issued and outstanding or held in the treasury of SALIC; and (v) each share of capital stock of WNL ($50.00 par value per share), and all other authorized stock of WNL, whether issued and outstanding or held in the treasury of WNL. Page 2 of 7 Pages 2.3Capital Stock of AGL. Each share of all issued and outstanding capital stock -------------------- of AGL, consisting of (i) eight thousand five hundred (8500) shares of preferred stock ($100.00 par value per share), and (ii) six hundred thousand (600,000) shares of common stock ($10.00 par value per share), on the Effective Date, shall continue to evidence the same number of shares of the capital stock of the Surviving Corporation. 2.4Common Stock held by AGCL upon Effectiveness of the Merger. As a result of ---------------------------------------------------------- the foregoing, AGCL, the parent company of AGL, will continue to hold the same number of issued and outstanding shares of the common stock of the Surviving Corporation upon the effectiveness of the merger as it did in AGL prior to the merger. SECTION 3. ARTICLES OF INCORPORATION AND BYLAWS The Articles and Bylaws of AGL shall remain the Articles and Bylaws of the Surviving Corporation. SECTION 4. BOARD OF DIRECTORS AND OFFICERS OF SURVIVING CORPORATION 4.1Board of Directors. Until the election and qualification of their ------------------ successors, the members of the Board of Directors of the Surviving Corporation shall be the Board of Directors of AGL in office on the Effective Date. 4.2Officers. The elected officers of the Surviving Corporation, who shall -------- continue to serve in office at the pleasure of the Board of Directors of the Surviving Corporation, shall be the elected officers of AGL on the Effective Date. SECTION 5. GOVERNING LAW AND NAME OF SURVIVING CORPORATION 5.1Governing Law of Surviving Corporation. Following the effectiveness of the -------------------------------------- merger, the Surviving Corporation shall be governed by the laws of the State of Texas. 5.2Governing Law Regarding the Maintenance of Separate Accounts. The separate ------------------------------------------------------------ accounts of AGD, SAAL, and WNL, each of which is a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940, and each of which will be transferred to AGL upon the effectiveness of the merger proposed herein, will be maintained by AGL in accordance with the applicable federal and Texas insurance laws and regulations. 5.3Name of Surviving Corporation. The name of the Surviving Corporation shall ----------------------------- continue to be "American General Life Insurance Company," and the Surviving Corporation will conduct business as authorized by its charter, as amended. Page 3 of 7 Pages SECTION 6. EFFECT OF THE MERGER On the Effective Date, the existence of AGAC, AGLA, AGD, SALIC, SAAL, and WNL as distinct corporate entities shall cease. Accordingly, under the applicable laws of the State of Arizona, SAAL is treated as if it transferred all of its net assets to SALIC in deemed cancellation of all its shares. Under the applicable laws of the States of Illinois, Tennessee, Delaware, Arizona, and Texas, AGAC, AGLA, AGD, SALIC, and WNL are treated as if they transferred all of their net assets to AGL in deemed exchange for AGL common shares which, in turn, are deemed distributed to AGCL in deemed exchange for cancellation of all the AGAC, AGLA, AGD, SALIC, and WNL shares. On the Effective Date, the Surviving Corporation shall succeed, without other deed or transfer, to all the respective rights, franchises, interests, and property, real, personal or mixed, AGAC, AGLA, AGD, SALIC, and WNL, and the Surviving Corporation shall be subject to all the debts and liabilities of AGAC, AGLA, AGD, SALIC, and WNL, in the same manner as if the Surviving Corporation had itself incurred the debts and liabilities. SECTION 7. APPROVAL OF SOLE SHAREHOLDERS This Agreement has been approved as provided by the applicable laws of the States of Illinois, Tennessee, Delaware, Arizona and Texas, by the respective shareholders of each of the Constituent Corporations. SECTION 8. ACCESS From the date of this Agreement to the Effective Date, each Constituent Corporation shall provide the other Constituent Corporation with such information and permit the other's officers and representatives such access to its properties and books and records as the other may from time to time reasonably request. SECTION 9 TERMINATION 9.1Circumstances of Termination. This Agreement may be terminated ---------------------------- (notwithstanding approval by the sole shareholders of each of the parties hereto) by the Board of Directors of any of the Constituent Corporations at any time prior to the Effective Date, or as may otherwise be permitted by applicable law. 9.2Effect of Termination. In the event of the termination of this Agreement --------------------- pursuant to Section 9.1 above, each party to this Agreement shall pay the costs and expenses incurred by it in connection with this Agreement and no party (or any officer, director or shareholder of such party) shall be liable to any other party for any costs, expenses, damages, or loss of anticipated profits hereunder. SECTION 10. GENERAL PROVISIONS 10.1Further Assurances. At any time, and from time to time, prior to or after ------------------ the Effective Date, each party shall execute such additional instruments and take such additional actions as may be reasonably requested by the other party to confirm title to any property vested in the Surviving Corporation hereunder or otherwise to carry out the intent and purposes of this Agreement. Page 4 of 7 Pages 10.2Waiver. Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may only be waived in writing by the party to whom such compliance is owed. 10.3Entire Agreement. This Agreement constitutes the entire agreement between ---------------- the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof. 10.4Headings. The section and subsection headings in this Agreement are -------- inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 10.5Governing Law. This Agreement shall be governed by and construed and ------------- enforced in accordance with the laws of the States of Texas. 10.6Counterparts; Facsimile Signatures. This Agreement may be executed ---------------------------------- simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each of the parties agree to the use of facsimile or otherwise electronically transmitted or digital signatures in order to expedite the execution of this Agreement and the consummation of the transactions contemplated hereby. 10.7No Additional Compensation. No director, officer, agent, or employee of -------------------------- AGAC, AGLA, AGD, SAAL, SALIC, WNL or AGL shall receive any fee, commission, compensation, or other valuable consideration whatsoever for aiding, promoting, or assisting in the merger or in the adoption or approval of this Agreement, other than normal and routine fees, commissions, compensation, bonuses, and employee benefits currently being paid to such directors, officers, agents, and employees in their usual capacity as such. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. Page 5 of 7 Pages IN WITNESS WHEREOF, the Constituent Companies pursuant to authority duly given by their respective Boards of Directors, and consistent with the approvals of the merger by their respective sole shareholders, have caused this Agreement to be executed as of the day and year first above written. AMERICAN GENERAL ASSURANCE COMPANY (Corporate Seal) By: ----------------------------- ATTEST: By: ------------------------ AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY (Corporate Seal) By: ----------------------------- ATTEST: By: ------------------------ AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE (Corporate Seal) By: ----------------------------- ATTEST: By: ------------------------ SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY (Corporate Seal) By: ----------------------------- ATTEST: By: ------------------------ Page 6 of 7 Pages SUNAMERICA LIFE INSURANCE COMPANY (Corporate Seal) By: ---------------------------------- ATTEST: By: ------------------------------- AMERICAN GENERAL LIFE INSURANCE COMPANY (Corporate Seal) By: ---------------------------------- ATTEST: By: ------------------------------- Page 7 of 7 Pages
EX-99.(K)(1) 35 d419443dex99k1.txt OPINION OF COUNSEL AND CONSENT OF DEPOSITOR Exhibit (k)(1) [LOGO AMERICAN GENERAL] MANDA GHAFERI VICE PRESIDENT Direct Line (310) 772-6545 Facsimile (310) 772-6569 E-mail: mghaferi@sunamerica.com December 31, 2012 Division of Investment Management Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Madam/Sir: Referring to this Registration Statement on behalf of Separate Account II (the "Separate Account") and the Registration Statement on Form N-6 filed January 2, 2013 (the "Registration Statement") on behalf of the Separate Account and having examined and being familiar with the Articles of Incorporation and By-Laws of American General Life Insurance Company ("AGL"), the applicable resolutions relating to the Separate Account and other pertinent records and documents, I am of the opinion that: 1) AGL is a duly organized and existing stock life insurance company under the laws of the State of Texas. 2) The Separate Account is a duly organized and existing separate account of American General Life Insurance Company of Delaware ("AGL of Delaware"). On December 31, 2012 and in conjunction with the merger of AGL and AGL of Delaware, the Separate Account will be transferred to and will become a separate account of AGL under Texas law. 3) Assets allocated to the Separate Account will be owned by AGL and AGL is not a trustee with respect thereto. The life insurance policies provide that the portion of the assets of the Separate Account equal to the reserves and other policy liabilities with respect to the Separate Account will not be chargeable with the liabilities arising out of any other business AGL may conduct. AGL reserves the right to transfer assets of the Separate Account in excess of such reserves and other liabilities to the general account of AGL. 4) The life insurance policies being registered by the Registration Statement will, upon sale thereof, be duly authorized and will constitute validly issued and binding obligations of AGL in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. I am admitted to the bar in the State of California, and I do not express any opinion as to the laws of any other jurisprudence. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, MANDA GHAFERI ------------------------- Manda Ghaferi EX-99.(N)(1) 36 d419443dex99n1.txt CONSENTS EXHIBIT (n)(1) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form N-6 (the "Registration Statement") of our report dated April 25, 2012, relating to the financial statements of Variable Account II, which appears in such Registration Statement. We also consent to the incorporation by reference in this Registration Statement of our report dated April 25, 2012, relating to the consolidated financial statements of SunAmerica Annuity and Life Assurance Company, which appears in such Registration Statement. We also consent to the incorporation by reference in this Registration Statement of our report dated April 25, 2012, relating to the consolidated financial statements of American General Life Insurance Company, which appears in such Registration Statement. We also consent to the incorporation by reference in this Registration Statement of our report dated April 25, 2012, relating to the financial statements of American General Life Insurance Company of Delaware, which appears in such Registration Statement. We also consent to the incorporation by reference in this Registration Statement of our report dated April 25, 2012, relating to the consolidated financial statements of Western National Life Insurance Company, which appears in such Registration Statement. We also consent to the use in this Registration Statement of our report dated May 25, 2012, relating to the statutory financial statements of American General Assurance Company, which appears in such Registration Statement. We also consent to the use in this Registration Statement of our report dated May 25, 2012, relating to the statutory financial statements of American General Life and Accident Insurance Company, which appears in such Registration Statement. We also consent to the use in this Registration Statement of our report dated May 25, 2012, relating to the statutory financial statements of SunAmerica Life Insurance Company which appears in such Registration Statement. We also consent to the use in this Registration Statement of our report dated April 25, 2012, relating to the statutory basis financial statements of National Union Fire Insurance Company of Pittsburgh, Pa., which appears in such Registration Statement. We also consent to the incorporation by reference in such Registration Statement of our report dated February 23, 2012, except with respect to our opinion on the consolidated financial statements insofar as it relates to changes in the presentation of segment information, the effects of the adoption of the accounting standard relating to accounting for acquisition costs associated with acquiring or renewing insurance contracts, and the effects of the adoption of the accounting standard related to the presentation of comprehensive income discussed in Note 1, as to which the date is May 4, 2012, relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in American International Group, Inc.'s Current Report on Form 8-K dated May 4, 2012. We also consent to the reference to us under the heading "Financial Statements" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Houston, Texas December 26, 2012 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form N-6 (the "Registration Statement") of our report dated 24 February 2012 relating to the consolidated financial statements of AIA Group Limited which appears in American International Group, Inc.'s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10K for the year ended 31 December 2011. We also consent to the reference to us under the heading "Financial Statements" in such Registration Statement. /s/ PricewaterhouseCoopers Hong Kong 26 December 2012 EX-99.(Q)(1) 37 d419443dex99q1.txt AGL PROCEDURES FOR EXECU ADVAN VUL POLICIES PURSUANT TO RULE 6E-3(T)(B)(12)(III) EXHIBIT (Q)(1) DESCRIPTION OF AMERICAN GENERAL LIFE INSURANCE COMPANY'S ISSUANCE, TRANSFER AND REDEMPTION PROCEDURES FOR VARIABLE UNIVERSAL LIFE INSURANCE EXECUTIVE ADVANTAGE POLICIES PURSUANT TO RULE 6e-3(T)(b)(12)(iii) UNDER THE INVESTMENT COMPANY ACT OF 1940 AS OF JANUARY 2, 2013 This document sets forth, as required by Rule 6e-3(T)(b)(12)(iii), the administrative procedures that will be followed by American General Life Insurance Company of Delaware ("AGL of Delaware") in connection with the issuance of the Executive Advantage flexible premium variable universal life insurance policy ("the Policy") described in this Registration Statement, the transfer of assets held thereunder, and the redemption by Policy Owners of their interests in the Policies. I. "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS Set out below is a summary of the principal Policy provisions and administrative procedures which might be deemed to constitute, either directly or indirectly, a "purchase" transaction. The summary shows that, because of the insurance nature of the Policies, the procedures involved necessarily differ in certain significant respects from the purchase procedures for mutual funds and contractual plans. a. PREMIUM SCHEDULES AND UNDERWRITING STANDARDS A premium payment schedule (Planned Periodic Premium) may be selected at the time of application and may be changed at any time. The planned periodic premium is set forth in the Policy. There is no penalty if the planned periodic premium is not paid, nor does payment of this amount guarantee coverage for any period of time. Even if scheduled premiums are paid, the Policy terminates when the Net Cash Surrender Value becomes insufficient to pay certain monthly charges and a Grace Period expires without sufficient payment. A Policy Owner may make additional premium payments at any time before the death of the Insured prior to the Policy Anniversary following the Insured attained age 99. The minimum premium payment is $50.00. We may require satisfactory evidence of insurability before accepting any premium which results in an increase in the net amount at risk. In addition, total premiums paid in a Policy year may not exceed guideline premium limitations for life insurance set forth in the Internal Revenue Code. The Policies will be offered and sold pursuant to established underwriting standards and in accordance with state insurance laws. State insurance laws prohibit unfair discrimination among Insureds but recognize the mortality charges must be based upon factors such as age, sex, health and smoker status and occupation. b. APPLICATION AND INITIAL PREMIUM PROCEDURES Individuals wishing to purchase a Policy must complete an Application. The Policy is available as a Qualified Policy or a Non-qualified Policy. The minimum Face Amount of a Policy is $50,000.00. The Insured may not be older than attained age 70 as of the Policy Date or 1 the date of any increase in Face Amount. Before issuing any Policy AGL of Delaware may require satisfactory evidence of insurability. The Policy Owner selects a premium payment schedule in the Application. The amount of the planned periodic premium is shown on the Policy Information Section. There is no penalty if the planned periodic premium is not paid, nor does payment of this amount guarantee coverage for any period of time. While the Insured is living, the owner may make unscheduled premium payments at any time prior to the Policy Anniversary following the Insured attained age 99. The initial Net Premium will be credited to the Policy as of the Policy Date. Subsequent Planned Periodic Premiums and accepted unplanned premiums will be credited to the Policy and the Net Premiums will be invested as of the date the Premium or notification of deposit is received at Our Administrative Center. However, any Net Premiums requiring underwriting will be allocated to the Money Market Subaccount until underwriting has been completed. When accepted or at the end of the Free Look Period, the Policy Account Value in the Money Market Subaccount attributable to the resulting Net Premiums will be credited to the Policy and allocated in accordance with the specified allocation percentages. If additional Premium is rejected, AGL of Delaware will refund the excess amount. c. FREE LOOK PROVISION A Policy may be canceled within 10 days (or longer if required by state law) after the Policy Owner receives it by returning it to AGL of Delaware or the registered representative through whom it was purchased. Premiums will be allocated to the Money Market Fund until 10 days after the Issue Date or the end of the Free Look Period. The Policy Owner will then receive from AGL of Delaware the greater of the Policy's Net Cash Value as of the date the Policy is returned or premiums paid; less loans and Partial Surrenders. The Policy Owner may cancel increases in the Face Amount under the same time limitations. For canceled increases in the Face Amount, the refund equals the amount of premiums allocated to the increase in accordance with the surrender charge provision, less any portion of such amount previously paid to the Policy Owner. d. REPAYMENT OF POLICY LOAN Unless AGL of Delaware sets a lower rate for any period, the effective annual loan interest rate is 8%, which is payable in arrears. Loan interest for the Policy Year in which a loan is taken will be due on the next Policy Anniversary. Loan interest accrues each day and is payable on the Policy Anniversary, on the date of death, surrender or lapse. Loan interest not paid in cash as of the Policy Anniversary, or prior to the expiration of the Grace Period will be charged as a new loan and amounts may need to be transferred to the Guaranteed Account to cover the increased loan amount. If the loan interest rate is lower than 8% per year, any subsequent increase in the interest rate will be subject to the following conditions: 1. The effective date of any increase in the interest rate shall not be earlier than one year after the effective date of the establishment of the previous rate. 2 2. The amount by which the interest rate may be increased will not exceed one percent per year, but the rate of interest shall in no event ever exceed 8%. 3. AGL of Delaware will give notice of the interest rate in effect when a loan is made and when sending notice of loan interest due. 4. If a loan is outstanding 40 days or more before the effective date of an increase in the interest rate, AGL of Delaware will notify the Policy Owner of the increase at least 30 days prior to the effective date of the increase. 5. AGL of Delaware will give notice of any increase in the interest rate when a loan is made during the 40 days before the effective date of the increase. All or part of an unpaid loan can be repaid before the Insured's death or before the Policy is surrendered. Loan repayments are allocated to the Subaccounts or the Guaranteed Account in accordance with premium allocations in effect at the time of the loan repayment. If a loan is outstanding when the insurance or surrender proceeds become payable, AGL of Delaware will deduct the amount of any outstanding loan from these proceeds. If the outstanding loan exceeds the Cash Surrender Value on any monthly anniversary, the Policy will be in default. If the Policy goes into default, the Policy Owner will be allowed a 61-day Grace Period to pay a premium sufficient to keep the Policy in force for 3 months. AGL of Delaware will send notice of the amount required to be paid during the Grace Period to the last known address and to any assignee of record. The Grace Period will begin when the notice is sent. e. CORRECTION OF MISSTATEMENT OF AGE OR SEX If the Insured's age or sex is misstated in the Policy application, the Death Benefit payable under the Policy will be adjusted based on what the Policy would provide according to the most recent mortality charge for the correct date of birth or correct sex. II."REDEMPTION PROCEDURES": SURRENDER AND RELATED TRANSACTIONS This section outlines those procedures which might be deemed to constitute redemptions under the Policy. These procedures differ in certain significant respects from the redemption procedures for mutual funds and contractual plans. a. POLICY ACCOUNT VALUES The owner of a Policy may make a Partial Surrender or Full Surrender of the Policy to receive part or all of the Policy's Net Cash Surrender Value, at any time while the Insured is living. The Net Cash Surrender Value is the Policy's Account Value less any surrender charges, any administrative charges and outstanding Policy Loans. The Policy Account Value is the amount provided for investment in the Separate Accounts and the Guaranteed Account. The Policy Account Value is held in one or more subaccounts of the Separate Accounts and the Guaranteed Account. Initially, this Policy Account Value equals the net amount of the first 3 premium paid under the Policy. This amount is allocated among the Guaranteed Account and the subaccounts according to the allocation percentages requested in the Application. Partial Surrenders are not permitted during the first Policy Year, or during the first 12 months following a Face Amount increase. The minimum Partial Surrender is $500. The amount available is the Policy's Account Value at the end of the valuation period during which the written request for the surrender or partial surrender is received by AGL of Delaware, less any surrender charges and administrative charges and outstanding loans. A partial surrender will be made on a pro rata basis from the Guaranteed Account and/or subaccount, unless the Policy Owner indicates otherwise. Partial Surrenders will cause a reduction in the Policy's Face Amount when the Level Death Benefit is in effect. If the Face Amount has been increased, the partial surrender will reduce first the most recent increase, and then the next most recent increase, if any, in reverse order, and finally the initial face amount. The Net Cash Surrender Value must exceed $500 after the partial surrender is deducted from the Policy Account Value. No more than two partial surrenders may be made during a Policy year, and each partial surrender must be at least $500. A partial surrender charge and an administrative charge will be assessed on a partial surrender. The charge will be deducted from the Policy Owner's Account Value along with the amount requested to be surrendered. During the first 14 Policy Years, a surrender charge will be assessed on a full or partial surrender or decrease in Face Amount. The surrender charge equal to the sum of (1) and (2) times a duration factor will be assessed against the Policy Account Value where: (1) is equal to 25% of the first year paid premium up to the surrender charge premium; and (2) is equal to 4% of the first year paid premium in excess of the Surrender Charge Premium. In addition, the sum of (1) and (2) will be capped at a level not to exceed 4.25% of the Internal Revenue Code 7702 Guideline Single Premium. The following table lists the duration factor as described above: Year Surrender Charge Factor 1-5 100% 6 90% 7 80% 8 70% 9 60% 10 50% 11 40% 12 30% 13 20% 14 10% 15+ 0% An increase in the Face Amount of the Policy will result in an additional fourteen year surrender charge applicable to that increase. The additional surrender charge period will begin on the effective date of the increase. If the Face Amount of the Policy is reduced before the end of the fourteenth Policy year or within fourteen years following a Face Amount increase, AGL of Delaware may also deduct a pro rata share of any applicable surrender charge from the Policy Owner's Policy Account Value. Reductions will first be applied against the most recent increase in the Face Amount of 4 the Policy. They will then be applied to prior increases in the Face Amount of the Policy in the reverse order in which such increases took place, and then to the original Face Amount of the Policy. In addition, a Partial Surrender Charge will be assessed and equal to a pro rata portion of the applicable surrender charge that would apply to a Full Surrender. The Partial Surrender Charge is determined by multiplying the applicable surrender charge by a fraction (equal to the partial surrender amount plus the Partial Surrender Administrative Charge payable divided by the result of subtracting the applicable surrender charge from the unloaned portion of the Policy Account Value). This amount is assessed against the Subaccounts or the Guaranteed Account in the same manner as provided for with respect to the partial surrender amount paid. A partial surrender charge is also deducted from the Policy Account Value upon a decrease in Face Amount. The charge is equal to the applicable surrender charge multiplied by a fraction (equal to the decrease in Face Amount divided by the Face Amount of the Policy prior to the decrease). AGL of Delaware will deduct an administrative charge upon a partial surrender. This charge is $25. If required by the insurance regulations of any state, the administrative charge for a partial surrender will be equal to the lesser of $25 or 2% of the amount surrendered. This charge will be deducted from the Policy Account Value in addition to the amount requested to be surrendered and will be considered to be part of the partial surrender amount. Each partial surrender will reduce the Policy Account Value by the amount of partial surrender plus the proportional surrender charge and $25 fee. If the Death Benefit coverage is the Level Death Benefit Option, the Face Amount will also be reduced by the amount of the partial surrender in the following order: (1)The most recent increase in the Face Amount, if any, will be reduced first (2)The next most recent increases in the Face Amount, if any, will then be successively decreased. (3)The initial Face Amount will then be decreased. b. PAYMENT OF PROCEEDS If the Policy has not terminated, payment of the Net Cash Surrender Value, any Partial Surrender, loan proceeds or the Death Benefit are made within 7 days after AGL of Delaware receives all required documents at its Administrative Center or such other location that AGL of Delaware indicates to the Policy Owner in writing. But AGL of Delaware can delay payment of the Net Cash Surrender Value or any Partial Surrender from the Separate Accounts, loan proceeds, or the Death Benefit during any period that: It is not reasonable practicable to determine the amount because the New York Stock Exchange is closed (other than customary weekend and holiday closings), trading is restricted by the Securities and Exchange Commission declares that an emergency exists; or The Commission, by order, permits AGL of Delaware to delay payment in order to protect Policy Owners. 5 AGL of Delaware may delay paying any surrender value or loan proceeds on the Guaranteed Account for up to 6 months from the date the request is received at its Administrative Center. AGL of Delaware can delay payment of the entire Death Benefit if payment is contested. AGL of Delaware investigates all death claims arising within the two-year contestable period. Upon receiving the information from a completed investigation, AGL of Delaware generally makes a determination within five days as to whether the claim should be authorized for payment. Payments are made promptly after authorization. AGL of Delaware will pay interest on the life insurance proceeds from the date of the Insured's death or date of notification of the Insured's death to the date of payment as required by applicable state law. When AGL of Delaware receives written notification of the Insured's death, AGL of Delaware will transfer the Policy Owner's Account Value from the Subaccounts to the Guaranteed Account. The Death Benefit is the amount payable to the named Beneficiary when the Insured dies. Upon receiving due proof of death, AGL of Delaware pays the Beneficiary the Death Benefit amount determined as of the date the Insured dies. All or part of the benefit can be paid in cash or applied under one or more of the payment options under the Policy. Added to the Face Amount is the value of any additional benefits provided by rider. AGL of Delaware pays interest on the Death Benefit based on applicable state law. AGL of Delaware subtracts any outstanding loans and any unpaid monthly deductions. c. POLICY LOAN Using the Policy as sole security, the Policy Owner can borrow any amount up to the loan value of the Policy at any time after the first 12 months of the Policy or after the first 12 months following any increase in Face Amount, by submitting a written request to AGL of Delaware's Administrative Center. The loan value on any given date is equal to 90% of the Net Cash Surrender Value. There will be a $25 fee deducted from the Policy Account Value for each loan request. The minimum amount that can be borrowed is $500. When a Policy Loan is made, an amount equal to the loan proceeds is withdrawn from the Policy Account Value in the Subaccounts or Guaranteed Account. This withdrawal is made pro rata on the basis of the Policy Account Value in each Subaccount or Guaranteed Account unless the Policy Owner directs a different allocation when requesting the loan. The loan amount withdrawn is then transferred to the Policy Loan Account in the Guaranteed Account and will become part of the Guaranteed Policy Account Value. Conversely, when a loan is repaid, an amount equal to the repayment will be transferred from the Policy Loan Account to the Guaranteed Account or Subaccounts in accordance with the effective net premium allocation percentages. The amount in the Policy Loan Account will be credited with interest at an annual rate of 6.00%. AGL of Delaware may, at its discretion, increase this rate. Thus, the maximum net cost of a loan is 2.00% per year (the difference between the rate of interest we charge and the amount of interest credited). 6 If the Policy has not terminated, payment of loan proceeds is made within 7 days after AGL of Delaware receives any required documents at its Administrative Center or any other location indicated in writing by AGL of Delaware. AGL of Delaware can delay payment of loan proceeds attributable to the Separate Account during any period that: . It is not reasonably practicable to determine the amount because the New York Stock Exchange is closed (other than customary weekend and holiday closings), trading is restricted by the Commission, or the Commission declares that an emergency exists; or . The Commission, by order, permits AGL of Delaware to delay payment in order to protect Policy Owners. AGL of Delaware may delay paying any loan proceeds from the Guaranteed Account for up to 6 months from the date the request is received at its Administrative Center. d. POLICY TERMINATION The Policy does not terminate for failure to pay premiums since payments, other than the initial premium are not specifically required. Rather, if on a Monthly Anniversary, the Net Cash Surrender Value is less than the monthly deduction charge for the next Policy month, the Policy will continue for a Grace Period of 61 days after that Monthly Anniversary. AGL of Delaware allows 61 days to pay any premium necessary to cover the 3 months of monthly deductions and/or excess Policy loan. AGL of Delaware will mail a notice to the Policy Owner at his last known address, and a copy to the last known assignee on the records at least 30 days before the end of the Grace Period which sets forth this amount. During the Grace Period, the Policy remains in force. If AGL of Delaware does not receive the required payment before the end of this Grace Period, the Policy will end and there will be no Policy Account Value or life insurance benefit. If the Insured dies during the Grace Period, AGL of Delaware will pay the Death Benefit. However, these proceeds will be reduced by the amount of any Monthly Deduction Charges for the full Policy month or months that run from the beginning of the late period through the Policy month in which the Insured dies or by the amount of any Policy loans. For a period of five (5) years after termination, the Policy Owner can request that AGL of Delaware reinstate the Policy during the Insured's lifetime. AGL of Delaware will not reinstate the Policy if it has been returned for its Net Cash Surrender Value. Before AGL of Delaware will reinstate the Policy, AGL of Delaware must receive the following: Evidence of insurability satisfactory to AGL of Delaware, if the reinstatement is requested more than 30 days after termination. A payment of an amount sufficient to cover (i) the total monthly administrative charges from the beginning of the Grace Period to the effective date of reinstatement; (ii) total monthly deductions for 3 months, calculated from the effective date of reinstatement; and (iii) the charges for applicable taxes, associated with this payment. AGL of Delaware will determine the amount of this required payment as if no interest or investment performance were credited to or charged against the Policy Owner's Account Value. If AGL of Delaware does reinstate the Policy, the Face Amount for the reinstated Policy will be same as it would have been if the Policy had not terminated. III.TRANSFERS All or part of the Policy Account Value may be transferred among Subaccounts of the Separate Account or to the Guaranteed Account. The minimum value of Accumulation Units that may be transferred between Subaccounts or to the Guaranteed Account, is the lesser of (i) $250 or (ii) the total value of the Accumulation Units in a Subaccount or the Guaranteed Account Value would be less than $250, the entire value will be transferred. Subject to current market timing restrictions, there is no charge for the first 12 transfers in any one Policy Year. AGL of Delaware will charge $25 for each transfer in excess of 12 per year. Amounts may be transferred from the Guaranteed Account to the Subaccounts, subject to the following conditions: (1)Maximum Transfer: An amount not greater than 25% of the unloaned portion of the Guaranteed Account Value per Policy year. (2)Minimum Transfer: Transfers of at least the minimum amount are permitted. The minimum amount that may be transferred from the Guaranteed Account to the Subaccounts is the lesser of (i) $250 or (ii) the Guaranteed Account Value, unless AGL of Delaware agrees otherwise. (3)Minimum Remaining Value: Additionally, the remaining values in the Guaranteed Account must be at least $250. If, after a contemplated transfer, the remaining values in the Guaranteed Account would be less than $250, the amount must be included in the transfer. Policy Account Value held in the Guaranteed Account may be transferred to a Subaccount or Subaccounts only during the 60-day period within 30 days before and following the end each Policy year. Transfer requests must be in writing on a form approved in accordance with established procedures. Through a process called Dollar Cost Averaging, the Policy Owner may specify an automatic transfer from the Money Market Subaccount into other Subaccounts for a specified dollar amount or number of months not in excess of 24. This option can be selected at any time provided there is a minimum balance of $2,000 in the Money Market Subaccount at the time of election. The allocation to the Subaccounts will be based on the Policy Owner's Premium allocation that is in effect at the time of each transfer. If the Policy Owner elects the option on the Policy application, the automatic transfers will begin on the first Monthly Anniversary following the end of the Free Look Period. If the Policy Owner elects the option after the application has been submitted, the automatic transfers will begin on the second Monthly Anniversary following the receipt of the request at AGL of Delaware's Administrative Center. If the Policy Owner elects to transfer a specific dollar amount each month, the automatic transfers will continue until the Money Market Subaccount is depleted. If the Policy Owner 8 elects to have the funds transferred over a specific number of months, AGL of Delaware will transfer a fraction equal to one divided by the number of months remaining in the period. For example, if the Policy Owner elects to transfer over a 12 month period, the first transfer will be 1/12 of Money Market Subaccount Value, the second transfer will be for 1/11, the third will be for 1/10 and so on until the end of the requested period. Automatic transfers will remain in effect until one of the following conditions occur: (1)The funds in the Money Market Subaccount are depleted (2)AGL of Delaware receives the Policy Owner's written request at our Administrative Center to cancel future transfers (3)AGL of Delaware receives notification of death of the Insured (4)The Policy goes into the Grace Period or lapses. IV.MARKET TIMING PROCEDURES AND FUND-INITIATED RESTRICTIONS Market timing. The Policy is not designed for professional market timing organizations or other entities or individuals using programmed and frequent transfers involving large amounts. Market timing carries risks with it, including: . dilution in the value of Fund shares underlying investment options of other Policy Owners; . interference with the efficient management of the Fund's portfolio; and . increased administrative costs. We have policies and procedures that require us to monitor the Policies to determine if a Policy Owner requests: . an exchange out of a Subaccount, other than the money market investment option, within two calendar weeks of an earlier exchange into that same Subaccount; . an exchange into a Subaccount, other than the money market investment option, within two calendar weeks of an earlier exchange out of that same Subaccount; or . exchanges into or out of the same Subaccount, other than the money market Subaccount, more than twice in any one calendar quarter. If any of the above transactions occurs, we will suspend such Policy Owner's same day or overnight delivery transfer privileges (including website, e mail and facsimile communications) with prior notice to prevent market timing efforts that could be harmful to other Policy Owners or beneficiaries. Such notice of suspension will take the form of either a letter mailed to your last known address, or a telephone call from Our Administrative Center to inform you that effective immediately, your same day or overnight delivery transfer privileges have been suspended. A Policy Owner's first violation of this policy will result in the suspension of Policy transfer privileges for ninety days. A Policy Owner's subsequent violations of this policy will result in the suspension of Policy transfer privileges for six months. Transfers 9 under dollar cost averaging, automatic rebalancing or any other automatic transfer arrangements to which we have agreed are not affected by these procedures. The procedures above will be followed in all circumstances and we will treat all Policy Owners the same. Restrictions initiated by the Funds. The Funds have policies and procedures restricting transfers into the Fund. For this reason or for any other reason the Fund deems necessary, a Fund may instruct us to reject a Policy Owner's transfer request. Additionally, a Fund may instruct us to restrict all purchases or transfers by a particular Policy Owner, whether into or out of the Fund. We will follow the Fund's instructions. V. EXCHANGE PROCEDURE At any time within 24 months of the Issue Date, the Policy Owner may request that the entire Accumulation Value of the Policy be transferred to the Guaranteed Account to acquire fixed benefit life insurance protection on the life of the Insured. The exchange will become effective when AGL of Delaware receives a proper written request. Once this exchange is exercised, the entire cash value must remain in the Guaranteed Account for the life of the Policy. At any time within 24 months of the Issue Date, or within 24 months of any increase in Face Amount, the Policy Owner may exchange the Policy for a Policy of flexible premium fixed benefit life insurance which AGL of Delaware is offering for this purpose. AGL of Delaware will not require evidence of insurability. The date of exchange will be the later of (a) the date the Policy Owner sends AGL of Delaware the Policy along with a proper written request; or (b) the date AGL of Delaware receives at the Administrative Center or such other location that AGL of Delaware indicates to the Policy Owner in writing, the necessary payment for the exchange. All riders will end. The endorsed Policy will have the same Issue Date, issue age and risk classification as the original Policy. In order to exchange the Policy, AGL of Delaware will require: (a) that the Policy be in effect on the date of exchange; (b) repayment of any unpaid loan plus accrued interest; and (c) an adjustment, if any, for premiums and cash values of the Policy and any new Policy. 10 EX-99.(R)(1) 38 d419443dex99r1.txt POWER OF ATTORNEY NUFIC Exhibit (r)(1) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints SEAN T. LEONARD and RICHARD T. PISANO, or each of them, as his true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statements listed below, for AMERICAN GENERAL LIFE INSURANCE COMPANY which serves as Depositor and NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. serves as Guarantor, and to file the same, with all exhibits thereto, and other documents in connection therewith, as fully to all intents as he might or could do in person, including specifically, but without limiting the generality of the foregoing, to (i) take any action to comply with any rules, regulations or requirements of the Securities and Exchange Commission under the federal securities laws; (ii) make application for and secure any exemptions from the federal securities laws; (iii) register additional annuity contracts under the federal securities laws, if registration is deemed necessary. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitutes, shall do or cause to be done by virtue thereof. REGISTRATION STATEMENTS: REGISTRANT NAME FILE NOS. ------------------------------------- --------------------------------------- SEPARATE ACCOUNT I Group IVA-Vanguard 811-05301 IVA-Vanguard (Individual) Ovation VA Ovation Advisor VA Ovation Plus VA Individual Single Purchase Payment Deferred VA Contracts (a/ k/a The Variable Annuity) Old Profile VA New Profile VA Trilogy VA Paradigm VA Gallery VA Group Immediate VA Contract (AGE) Group Immediate VA Contract (RET) Immediate VA Contract (Retirement Gold Individual) SEPARATE ACCOUNT II Executive Advantage VUL 811-04867 Gemstone Life VUL Polaris Life VUL Polaris Survivorship Life VUL Gallery Life Individual VUL Flexible Premium VUL (Vision) Flexible Premium Group VUL (Vision) JAMES BRACKEN Director December 28, 2012 -------------- JAMES BRACKEN JOHN Q. DOYLE Director December 28, 2012 ------------- JOHN Q. DOYLE PETER J. EASTWOOD President and December 28, 2012 ----------------- Chief Executive Officer PETER J. EASTWOOD POWER OF ATTORNEY DAVID N. FIELDS Director December 28, 2012 --------------- DAVID N. FIELDS PETER D. HANCOCK Chairman and Director December 28, 2012 ---------------- PETER D. HANCOCK DAVID L. HERZOG Director December 28, 2012 --------------- DAVID L. HERZOG ------------------ MONIKA M. MACHON Director December __, 2012 RALPH W. MUCERINO Director December 28, 2012 ----------------- RALPH W. MUCERINO ------------------- SID SANKARAN Director December __, 2012 ------------------- MARK T. WILLIS Director December __, 2012