UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-10155 ---------------------------------------------- AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 4500 MAIN STREET, KANSAS CITY, MISSOURI 64111 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) DAVID C. TUCKER, ESQ., 4500 MAIN STREET, 9TH FLOOR, KANSAS CITY, MISSOURI 64111 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 816-531-5575 - -------------------------------------------------------------------------------- Date of fiscal year end: DECEMBER 31 ------------------------------------------------------- Date of reporting period: JUNE 30, 2005 -------------------------------------------------------
ITEM 1. REPORTS TO STOCKHOLDERS. [front cover] American Century Variable Portfolios SEMIANNUAL REPORT [photo of boy with toy plane] JUNE 30, 2005 VP Inflation Protection Fund [american century investments logo and text logo] Table of Contents VP INFLATION PROTECTION Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 Asset Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Portfolio at a Glance. . . . . . . . . . . . . . . . . . . . . . . . . . . .5 Shareholder Fee Example. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Schedule of Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 FINANCIAL STATEMENTS Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . . . . . .11 Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . .12 Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . . . . . 13 Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . .14 Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 OTHER INFORMATION Approval of Management Agreement for VP Inflation Protection. . . . . . . . . 20 Share Class Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .25 Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 The opinions expressed in the Portfolio Commentary reflect those of the portfolio management team as of the date of the report, and do not necessarily represent the opinions of American Century or any other person in the American Century organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century by third party vendors. To the best of American Century's knowledge, such information is accurate at the time of printing. VP Inflation Protection - Performance TOTAL RETURNS AS OF JUNE 30, 2005 -------------- AVERAGE ANNUAL RETURNS - ----------------------------------------------------------------------------- SINCE INCEPTION 1 YEAR INCEPTION DATE - ----------------------------------------------------------------------------- CLASS II 6.86% 5.30%(1) 12/31/02 - ----------------------------------------------------------------------------- CITIGROUP U.S. INFLATION-LINKED SECURITIES INDEX(2) 9.30% 7.77% -- - ----------------------------------------------------------------------------- BLENDED INDEX(3) 6.83% 5.48% -- - ----------------------------------------------------------------------------- Class I 7.12% 8.19% 5/7/04 - ----------------------------------------------------------------------------- (1) The total return for Class II would have been lower if the distribution fee had not been waived from December 31, 2002 to March 31, 2003. (2) The Citigroup U.S. Inflation-Linked Securities Index is not subject to the tax code diversification and other regulatory requirements limiting the type and amount of securities that the fund may own. (3) See Additional Information page. The performance information presented does not include charges and deductions imposed by the insurance company separate account under the variable annuity or variable life insurance contracts. The inclusion of such charges could significantly lower performance. Please refer to the insurance company separate account prospectus for a discussion of the charges related to insurance contracts. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-6488. As interest rates rise, bond values will decline. Unless otherwise indicated, performance reflects Class II shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. (continued) - ------ 2 VP Inflation Protection - Performance GROWTH OF $10,000 OVER LIFE OF CLASS $10,000 investment made December 31, 2002
ONE-YEAR RETURNS OVER LIFE OF CLASS Periods ended June 30 - -------------------------------------------------------------------------------- 2003* 2004 2005 - -------------------------------------------------------------------------------- Class II 4.89% 1.51% 6.86% - -------------------------------------------------------------------------------- Citigroup U.S. Inflation-Linked Securities Index 6.15% 3.91% 9.30% - -------------------------------------------------------------------------------- Blended Index 4.16% 2.69% 6.83% - -------------------------------------------------------------------------------- *From 12/31/02, the fund's inception date, through 6/30/03. Not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-6488. As interest rates rise, bond values will decline. Unless otherwise indicated, performance reflects Class II shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 3 VP Inflation Protection - Portfolio Commentary PORTFOLIO MANAGER: JEREMY FLETCHER PERFORMANCE SUMMARY VP Inflation Protection returned 1.95%* for the six months ended June 30, 2005, compared with the 2.14% return of its blended index. (Please see pages 2 and 3 for additional information.) Fund returns were reduced by operating expenses while the blended index's were not. Speaking of the blended index, it represents 55% Citigroup U.S. Inflation-Linked Securities Index, 25% Citigroup Government-Sponsored 1- to 3-Year Index, and 20% Citigroup 15-Year Mortgage Index. VP Inflation Protection maintained a conservative overweight in Treasury Inflation Protected Securities (TIPS), and that worked out well because as an asset class, TIPS performed better than traditional government agency and mortgage-backed securities. Later on in this commentary, we discuss the fixed-income market's performance and the strategies that we employed for the portfolio. ECONOMIC REVIEW The U.S. economy grew at a moderate pace in the first half of 2005 -- the annualized real rate of GDP growth was 3.8% in the first quarter and was anticipated to be between 3% and 4% in the second. Growth slowed from 4.4% in 2004 as short-term U.S. interest rates and oil prices rose. The Federal Reserve raised its overnight interest rate target four times in six months, from 2.25% to 3.25%, the highest since September 2001. Meanwhile, crude oil jumped 30%, from $43.45 to $56.50 a barrel, closing briefly above $60 in late June. Despite soaring energy costs, "core" inflation (excluding food and energy prices) was stable -- the year-to-date annualized gain for core CPI as of June 30, 2005, was 2.2%, the same as for all of 2004. As economic growth slowed and inflation remained low, longer-term interest rates and bond yields fell. The combination of rising short-term and falling long-term rates reduced the difference between the two, resulting in a "flatter" Treasury yield curve, often a harbinger of slower economic growth and tame inflation. ASSET ALLOCATION - -------------------------------------------------------------------------------- % OF % OF NET ASSETS NET ASSETS AS OF 6/30/05 AS OF 12/31/04 - -------------------------------------------------------------------------------- U.S. Treasury Securities 57.6% 59.2% - -------------------------------------------------------------------------------- U.S. Government Agency Securities 14.8% 13.6% - -------------------------------------------------------------------------------- Corporate Bonds 9.1% 10.0% - -------------------------------------------------------------------------------- U.S. Government Agency Mortgage-Backed Securities 7.1% 8.4% - -------------------------------------------------------------------------------- Collateralized Mortgage Obligations 5.9% 3.6% - -------------------------------------------------------------------------------- Zero-Coupon U.S. Government Agency Securities 3.3% -- - -------------------------------------------------------------------------------- Asset-Backed Securities 2.9% 3.7% - -------------------------------------------------------------------------------- Commercial Paper 1.9% -- - -------------------------------------------------------------------------------- Zero-Coupon U.S. Treasury Securities & Equivalents 1.1% 3.8% - -------------------------------------------------------------------------------- Temporary Cash Investments(1) (3.7)% (2.3)% - -------------------------------------------------------------------------------- (1) Includes temporary cash investments and other assets and liabilities *All fund returns referenced in this commentary are for Class I shares. Returns for periods less than one year are not annualized. (continued) - ------ 4 VP Inflation Protection - Portfolio Commentary BOND MARKET REVIEW As the Treasury yield curve flattened, falling bond yields produced bond price gains. The Lehman Brothers U.S. Aggregate Index gained 2.51% and the 10-year Treasury note returned 4.11% as its yield fell from 4.22% to 3.92%. Longer-maturity/duration indices and bonds performed even better -- the 30-year Treasury bond returned 11.67%. That helped make Treasurys (up 3.20%) the top major sector of the Lehman Aggregate. Putting that performance into the perspective of VP Inflation Protection's blended index components, the Citigroup U.S. Inflation-Linked Securities Index returned 2.74%, outpacing the 1.84% return of the Citigroup 15-Year Mortgage Index, as well as the 1.08% return of the Citigroup Government-Sponsored 1- to 3-Year Index. PORTFOLIO STRATEGY VP Inflation Protection is best used as an inflation hedge and not as an income-producing vehicle, and we put the portfolio's incoming cash to work with that notion in mind. That meant adding a variety of debt securities, including what we believed to be attractively valued TIPS. We selected a fairly wide range of maturities with the goal of enabling that slice of the portfolio to provide performance similar to that of the broad market for such securities. With the help of our credit research team, we also monitored the growing supply of inflation-indexed bonds in search of attractive opportunities outside of TIPS. Along those lines, we added some corporate inflation-indexed securities that reset monthly off of the CPI. With regard to the portfolio's mortgage slice, we generally favored a technique known as "mortgage rolls." In other words, we bought current-coupon mortgage-backed securities for forward settlement. Then we swapped for new, similar ones before the securities' settlement dates. OUR COMMITMENT We remain committed to seeking long-term total return using a strategy that seeks to protect against U.S. inflation by investing substantially all of the portfolio's assets in investment-grade debt securities. To help protect against inflation, under normal conditions, we expect to invest over 50% of the portfolio in inflation-adjusted debt securities. In addition, we will monitor VP Inflation Protection's weighted average maturity and attempt to adjust it appropriately. PORTFOLIO AT A GLANCE - -------------------------------------------------------------------------------- AS OF AS OF 6/30/05 12/31/04 - -------------------------------------------------------------------------------- 30-Day SEC Yield Class I 6.85% 5.28% Class II 6.60% 5.03% - -------------------------------------------------------------------------------- Weighted Average Maturity 7.7 years 7.7 years - -------------------------------------------------------------------------------- Average Duration (effective) 5.1 years 5.0 years - -------------------------------------------------------------------------------- - ------ 5 Shareholder Fee Example (Unaudited) Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2005 to June 30, 2005. ACTUAL EXPENSES The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund's share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. (continued) - ------ 6 Shareholder Fee Example (Unaudited) EXPENSES PAID BEGINNING ENDING DURING PERIOD* ANNUALIZED ACCOUNT VALUE ACCOUNT VALUE 1/1/05 - EXPENSE 1/1/05 6/30/05 6/30/05 RATIO* VP INFLATION PROTECTION SHAREHOLDER FEE EXAMPLE - -------------------------------------------------------------------------------- ACTUAL - -------------------------------------------------------------------------------- Class I $1,000 $1,019.50 $2.50 0.50% - -------------------------------------------------------------------------------- Class II $1,000 $1,018.20 $3.75 0.75% - -------------------------------------------------------------------------------- HYPOTHETICAL - -------------------------------------------------------------------------------- Class I $1,000 $1,022.32 $2.51 0.50% - -------------------------------------------------------------------------------- Class II $1,000 $1,021.08 $3.76 0.75% - -------------------------------------------------------------------------------- *Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 181, the number of days in the most recent fiscal half-year, divided by 365, to reflect the one-half year period. - ------ 7 VP Inflation Protection - Schedule of Investments JUNE 30, 2005 (UNAUDITED) Principal Amount Value - -------------------------------------------------------------------------------- U.S. TREASURY SECURITIES - 57.6% $16,772,438 U.S. Treasury Inflation Indexed Bonds, 2.375%, 1/15/25 $ 18,365,165 - -------------------------------------------------------------------------------- 14,735,525 U.S. Treasury Inflation Indexed Bonds, 3.625%, 4/15/28 19,803,750 - -------------------------------------------------------------------------------- 7,988,490 U.S. Treasury Inflation Indexed Bonds, 3.875%, 4/15/29 11,230,075 - -------------------------------------------------------------------------------- 6,028,495 U.S. Treasury Inflation Indexed Bonds, 3.375%, 4/15/32 8,202,762 - -------------------------------------------------------------------------------- 2,455,980 U.S. Treasury Inflation Indexed Notes, 3.375%, 1/15/07 2,534,746 - -------------------------------------------------------------------------------- 9,634,240 U.S. Treasury Inflation Indexed Notes, 3.625%, 1/15/08 10,197,621 - -------------------------------------------------------------------------------- 8,897,400 U.S. Treasury Inflation Indexed Notes, 3.875%, 1/15/09 9,683,921 - -------------------------------------------------------------------------------- 8,672,925 U.S. Treasury Inflation Indexed Notes, 4.25%, 1/15/10 9,762,470 - -------------------------------------------------------------------------------- 14,377,720 U.S. Treasury Inflation Indexed Notes, 0.875%, 4/15/10 14,027,277 - -------------------------------------------------------------------------------- 8,942,800 U.S. Treasury Inflation Indexed Notes, 3.50%, 1/15/11 9,914,283 - -------------------------------------------------------------------------------- 8,217,750 U.S. Treasury Inflation Indexed Notes, 3.375%, 1/15/12 9,179,169 - -------------------------------------------------------------------------------- 10,820,700 U.S. Treasury Inflation Indexed Notes, 3.00%, 7/15/12 11,888,400 - -------------------------------------------------------------------------------- 15,359,850 U.S. Treasury Inflation Indexed Notes, 1.875%, 7/15/13 15,692,852 - -------------------------------------------------------------------------------- 14,741,160 U.S. Treasury Inflation Indexed Notes, 2.00%, 1/15/14 15,188,584 - -------------------------------------------------------------------------------- 14,450,100 U.S. Treasury Inflation Indexed Notes, 2.00%, 7/15/14 14,894,339 - -------------------------------------------------------------------------------- 22,925,475 U.S. Treasury Inflation Indexed Notes, 1.625%, 1/15/15(1) 22,849,363 - -------------------------------------------------------------------------------- TOTAL U.S. TREASURY SECURITIES (Cost $198,947,261) 203,414,777 - -------------------------------------------------------------------------------- U.S. GOVERNMENT AGENCY SECURITIES - 14.8% 6,250,000 FAMCA, 2.50%, 2/15/07 6,122,937 - --------------------------------------------------------------------------------- 4,000,000 FAMCA, 3.375%, 2/15/09 3,928,224 - --------------------------------------------------------------------------------- 2,000,000 FFCB, 2.60%, 9/7/06 1,973,108 - --------------------------------------------------------------------------------- 4,000,000 FFCB, 4.60%, 1/23/07 4,048,032 - --------------------------------------------------------------------------------- 2,000,000 FFCB, 3.80%, 9/7/07 1,998,568 - --------------------------------------------------------------------------------- 2,000,000 FFCB, 2.625%, 9/17/07 1,951,230 - --------------------------------------------------------------------------------- 2,000,000 FFCB, 3.05%, 4/15/08 1,957,350 - --------------------------------------------------------------------------------- 4,000,000 FHLB, 3.625%, 1/15/08 3,980,596 - --------------------------------------------------------------------------------- 3,000,000 FHLB, 4.125%, 4/18/08 3,021,759 - --------------------------------------------------------------------------------- 3,000,000 FHLB, 3.625%, 11/14/08 2,974,779 - --------------------------------------------------------------------------------- 2,000,000 FNMA, VRN, 4.29%, 7/18/05, resets monthly off the Consumer Price Index plus 1.14% with no caps, Final Maturity 2/17/09 1,985,400 - --------------------------------------------------------------------------------- Principal Amount Value - -------------------------------------------------------------------------------- $ 2,000,000 PEFCO, 7.17%, 5/15/07 (Acquired 3/29/05, Cost $2,125,820)(2) $ 2,119,744 - -------------------------------------------------------------------------------- 2,000,000 PEFCO, 3.375%, 2/15/09 1,967,746 - --------------------------------------------------------------------------------- 4,000,000 PEFCO, 4.55%, 5/15/15 4,086,852 - --------------------------------------------------------------------------------- 9,823,920 TVA Inflation Indexed Notes, 3.375%, 1/15/07 10,123,550 - --------------------------------------------------------------------------------- TOTAL U.S. GOVERNMENT AGENCY SECURITIES (Cost $52,379,861) 52,239,875 - --------------------------------------------------------------------------------- CORPORATE BONDS - 9.1% 479,000 HSBC Finance Corp., 4.59%, 7/11/05, resets monthly off the Consumer Price Index Year over Year plus 1.08% with no caps, Final Maturity 9/10/09 461,090 - -------------------------------------------------------------------------------- 3,000,000 HSBC Finance Corp., VRN, 4.62%, 7/11/05, resets monthly off the Consumer Price Index Year over Year plus 1.11% with no caps, Final Maturity 2/10/10 2,903,970 - -------------------------------------------------------------------------------- 4,000,000 Lehman Brothers Holdings Inc., VRN, 4.61%, 7/25/05, resets monthly off the Consumer Price Index Year over Year plus 1.46% with no caps, Final Maturity 3/23/12 3,919,040 - -------------------------------------------------------------------------------- 3,000,000 Merrill Lynch & Co., Inc., VRN, 4.31%, 7/1/05, resets monthly off the Consumer Price Index plus 1.16% with no caps, Final Maturity 3/2/09 2,956,410 - -------------------------------------------------------------------------------- 2,000,000 Merrill Lynch & Co., Inc., VRN, 3.95%, 7/12/05, resets monthly off the Consumer Price Index Year over Year with no caps, Final Maturity 3/12/07 1,993,600 - -------------------------------------------------------------------------------- 2,000,000 Principal Life Income Funding Trusts, 4.56%, 7/1/05, resets monthly off the Consumer Price Index Year over Year plus 1.05% with no caps, Final Maturity 6/15/17 1,973,760 - -------------------------------------------------------------------------------- 10,000,000 SLM Corporation, 1.32%, 1/25/10 9,803,074 - -------------------------------------------------------------------------------- 8,217,840 Toyota Motor Credit Corp. Inflation Indexed Bonds, 1.22%, 10/1/09 8,108,378 - -------------------------------------------------------------------------------- TOTAL CORPORATE BONDS (Cost $32,841,303) 32,119,322 - -------------------------------------------------------------------------------- U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES(3) - 7.1% 3,000,000 FHLMC, 5.00%, settlement date 7/19/05(4) 3,033,750 - -------------------------------------------------------------------------------- 6,000,000 FHLMC, 5.50%, settlement date 7/19/05(4) 6,157,501 - -------------------------------------------------------------------------------- 1,003,270 FHLMC, 4.50%, 5/1/19 999,675 - -------------------------------------------------------------------------------- See Notes to Financial Statements. (continued) - ------ 8 VP Inflation Protection - Schedule of Investments JUNE 30, 2005 (UNAUDITED) Principal Amount Value - -------------------------------------------------------------------------------- $ 569,991 FHLMC, 5.50%, 12/1/33 $ 578,463 - -------------------------------------------------------------------------------- 4,000,000 FNMA, 5.00%, settlement date 7/19/05(4) 4,045,000 - -------------------------------------------------------------------------------- 4,000,000 FNMA, 5.50%, settlement date 7/19/05(4) 4,106,248 - -------------------------------------------------------------------------------- 254,782 GNMA, 6.00%, 6/20/17 262,949 - -------------------------------------------------------------------------------- 263,507 GNMA, 6.00%, 7/20/17 271,953 - -------------------------------------------------------------------------------- 991,800 GNMA, 6.00%, 5/15/24 1,026,472 - -------------------------------------------------------------------------------- 4,493,105 GNMA, 5.50%, 9/20/34 4,583,120 - -------------------------------------------------------------------------------- TOTAL U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES (Cost $25,037,051) 25,065,131 - -------------------------------------------------------------------------------- COLLATERALIZED MORTGAGE OBLIGATIONS(3) - 5.9% 1,000,000 Bear Stearns Adjustable Rate Mortgage Trust, Series 2005-4, Class 2A2, 4.57%, 8/25/35 999,000 - -------------------------------------------------------------------------------- 435,924 Citigroup Commercial Mortgage Trust, Series 2004 FL1, Class A1, VRN, 3.35%, 7/15/15, resets monthly off the 1-month LIBOR plus 0.13% with no caps, Final Maturity 7/15/08 436,480 - -------------------------------------------------------------------------------- 1,533,317 GNMA, Series 2003-112, Class MN, 4.00%, 5/16/25 1,530,467 - -------------------------------------------------------------------------------- 2,000,000 GNMA, Series 2005-24, Class UB SEQ, 5.00%, 1/20/31 2,014,960 - -------------------------------------------------------------------------------- 2,000,000 Greenwich Capital Commercial Funding Corp., Series 2005 GG3, Class A2, 4.31%, 7/1/05, Final Maturity 8/10/42 2,000,654 - -------------------------------------------------------------------------------- 1,000,000 LB-UBS Commercial Mortgage Trust, Series 2003 C5, Class A2 SEQ, 3.48%, 7/15/27 983,788 - -------------------------------------------------------------------------------- 2,000,000 LB-UBS Commercial Mortgage Trust, Series 2005 C2, Class A2 SEQ, 4.82%, 4/15/30 2,045,664 - -------------------------------------------------------------------------------- 2,000,000 LB-UBS Commercial Mortgage Trust, Series 2005 C3, Class A3, 4.65%, 7/30/30 2,023,750 - -------------------------------------------------------------------------------- 3,000,000 Morgan Stanley Capital I, Series 2004 HQ3, Class A2 SEQ, 4.05%, 1/13/41 2,972,295 - -------------------------------------------------------------------------------- 1,999,256 Wachovia Bank Commercial Mortgage Trust, Series 2005 WL5A, Class A1, VRN, 3.32%, 7/15/05, resets monthly off the 1-month LIBOR plus 0.10% with no caps, Final Maturity 1/15/18 (Acquired 3/24/05, Cost $1,999,256)(2) 1,999,803 - -------------------------------------------------------------------------------- 2,000,000 Washington Mutual, Series 2004 AR4, Class A6, 3.81%, 6/25/34 1,969,206 - -------------------------------------------------------------------------------- Principal Amount Value - -------------------------------------------------------------------------------- $ 2,000,000 Washington Mutual, Series 2004 AR9, Class A6, 4.28%, 8/25/34 $ 1,992,724 - -------------------------------------------------------------------------------- TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $20,877,722) 20,968,791 - -------------------------------------------------------------------------------- ZERO-COUPON U.S. GOVERNMENT AGENCY SECURITIES(5) - 3.3% 25,000 FICO STRIPS - COUPON, 4.23%, 11/30/07 22,795 - -------------------------------------------------------------------------------- 1,763,000 FICO STRIPS - COUPON, 4.83%, 3/26/12 1,336,975 - -------------------------------------------------------------------------------- 125,000 FICO STRIPS - COUPON, 4.40%, 11/30/08 109,450 - -------------------------------------------------------------------------------- 1,700,000 FICO STRIPS - COUPON, 3.875%, 3/7/09 1,472,899 - -------------------------------------------------------------------------------- 800,000 FICO STRIPS - COUPON, 4.39%, 6/6/09 686,382 - -------------------------------------------------------------------------------- 3,285,000 FICO STRIPS - COUPON, 4.01%, 11/11/09 2,771,452 - -------------------------------------------------------------------------------- 2,000,000 FICO STRIPS - COUPON, 3.52%, 6/6/10 1,653,190 - -------------------------------------------------------------------------------- 485,000 FICO STRIPS - COUPON, 4.58%, 11/30/10 393,618 - -------------------------------------------------------------------------------- 900,000 Government Trust Certificates, 2.87%, 5/15/08 806,176 - -------------------------------------------------------------------------------- 1,000,000 Government Trust Certificates, 3.06%, 11/15/08 877,656 - -------------------------------------------------------------------------------- 1,940,000 TVA STRIPS - COUPON, 4.20%, 10/15/09 1,633,360 - -------------------------------------------------------------------------------- TOTAL ZERO-COUPON U.S. GOVERNMENT AGENCY SECURITIES (Cost $11,740,258) 11,763,953 - -------------------------------------------------------------------------------- ASSET-BACKED SECURITIES(3) - 2.9% 382,426 Atlantic City Electric Transition Funding LLC, Series 2003-1, Class A1 SEQ, 2.89%, 7/20/11 373,465 - -------------------------------------------------------------------------------- 2,000,000 CNH Equipment Trust, Series 2004 A, Class A3A, VRN, 3.29%, 7/15/05, resets monthly off the 1-month LIBOR plus 0.07% and no caps, Final Maturity 10/15/18 2,002,246 - -------------------------------------------------------------------------------- 1,162,184 First Franklin Mortgage Loan Asset Backed Certificates, Series 2004 FF11, Class 2A1, VRN, 3.46%, 7/25/05, resets monthly off the 1-month LIBOR plus 0.15% with no caps, Final Maturity 1/25/35 1,162,836 - -------------------------------------------------------------------------------- 1,388,729 Residential Asset Mortgage Products Inc., Series 2004 RS10, Class AII1, VRN, 3.48%, 7/25/05, resets monthly off the 1-month LIBOR plus 0.17% with a cap of 14.00%, Final Maturity 5/25/27 1,389,905 - -------------------------------------------------------------------------------- See Notes to Financial Statements. (continued) - ------ 9 VP Inflation Protection - Schedule of Investments JUNE 30, 2005 (UNAUDITED) Principal Amount Value - -------------------------------------------------------------------------------- $ 32,959 SLM Student Loan Trust, Series 2004-8, Class A1, VRN, 3.15%, 7/25/05, resets quarterly off the 3-month LIBOR minus 0.01% with no caps, Final Maturity 4/27/09 $ 32,981 - -------------------------------------------------------------------------------- 3,913,213 Structured Asset Securities Corp., VRN, Series 2005 WF2, Class A1, 3.39%, 7/25/05, resets monthly off the 1-month LIBOR plus 0.08% with no caps, Final Maturity 5/25/35 3,912,320 - -------------------------------------------------------------------------------- 1,376,411 WFS Financial Owner Trust, Series 2002-3, Class A4 SEQ, 3.50%, 2/20/10 1,373,540 - -------------------------------------------------------------------------------- TOTAL ASSET-BACKED SECURITIES (Cost $10,257,070) 10,247,293 - -------------------------------------------------------------------------------- ZERO-COUPON U.S. TREASURY SECURITIES & EQUIVALENTS(5) - 1.1% 1,000,000 AID (Israel), 2.64%, 2/15/07 941,061 - -------------------------------------------------------------------------------- 308,000 AID (Israel), 2.64%, 3/15/07 288,928 - -------------------------------------------------------------------------------- 493,000 Federal Judiciary, 3.37%, 2/15/07 463,795 - -------------------------------------------------------------------------------- 12,000 Federal Judiciary, 4.60%, 8/15/12 8,994 - -------------------------------------------------------------------------------- 61,000 Federal Judiciary, 4.70%, 8/15/13 43,522 - -------------------------------------------------------------------------------- 353,000 REFCORP STRIPS - COUPON, 3.61%, 10/15/08 312,923 - -------------------------------------------------------------------------------- 2,000,000 REFCORP STRIPS - COUPON, 3.68%, 1/15/09 1,755,866 - -------------------------------------------------------------------------------- TOTAL ZERO-COUPON U.S. TREASURY SECURITIES AND EQUIVALENTS (Cost $3,841,927) 3,815,089 - -------------------------------------------------------------------------------- COMMERCIAL PAPER - 1.9% 6,740,000 SBC Communications Inc., 3.36%, 7/1/05 (Acquired 6/30/05, Cost $6,739,371)(2)(6) (Cost $6,740,000) 6,740,000 - -------------------------------------------------------------------------------- TOTAL INVESTMENT SECURITIES - 103.7% (Cost $362,662,453) 366,374,231 - -------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES - (3.7)% (13,068,889) - -------------------------------------------------------------------------------- TOTAL NET ASSETS - 100.0% $353,305,342 ================================================================================ NOTES TO SCHEDULE OF INVESTMENTS AID = Agency for International Development Equivalent = Security whose principal payments are secured by U.S. Treasurys FAMCA = Federal Agricultural Mortgage Corporation FFCB = Federal Farm Credit Bank FHLB = Federal Home Loan Bank FHLMC = Federal Home Loan Mortgage Corporation FICO = Financing Corporation FNMA = Federal National Mortgage Association GNMA = Government National Mortgage Association LIBOR = London Interbank Offered Rate LB-UBS = Lehman Brothers Inc. - UBS AG PEFCO = Private Export Funding Corporation REFCORP = Resolution Funding Corporation resets = The frequency with which a security's coupon changes, based on current market conditions or an underlying index. The more frequently a security resets, the less risk the investor is taking that the coupon will vary significantly from current market rates. SEQ = Sequential Payer SLMA = Student Loan Marketing Association STRIPS = Separate Trading of Registered Interest and Principal of Securities TVA = Tennessee Valley Authority VRN = Variable Rate Note. Interest reset date is indicated. Rate shown is effective June 30, 2005. (1) Security, or a portion thereof, has been segregated for forward commitments. (2) Security was purchased under Rule 144A of the Securities Act of 1933 or is a private placement and, unless registered under the Act or exempted from registration, may only be sold to qualified institutional investors. The aggregate value of restricted securities at June 30, 2005, was $10,859,547, which represented 3.1% of net assets. (3) Final maturity indicated, unless otherwise noted. (4) Forward commitment. (5) The rate indicated is the yield to maturity at purchase. Zero-coupon securities are issued at a substantial discount from their value at maturity. (6) The rate indicated is the yield to maturity at purchase. See Notes to Financial Statements. - ------ 10 Statement of Assets and Liabilities JUNE 30, 2005 (UNAUDITED) ASSETS Investment securities, at value (cost of $362,662,453) $366,374,231 - ----------------------------------------------------------- Cash 1,668,621 - ----------------------------------------------------------- Interest receivable 2,810,231 - -------------------------------------------------------------------------------- 370,853,083 - -------------------------------------------------------------------------------- LIABILITIES Payable for investments purchased 17,345,625 - ----------------------------------------------------------- Accrued management fees 136,328 - ----------------------------------------------------------- Distribution fees payable 65,788 - -------------------------------------------------------------------------------- 17,547,741 - -------------------------------------------------------------------------------- NET ASSETS $353,305,342 ================================================================================ NET ASSETS CONSIST OF: - ----------------------------------------------------------- Capital (par value and paid-in surplus) $349,771,190 - ----------------------------------------------------------- Accumulated net realized loss on investment transactions (177,626) - ----------------------------------------------------------- Net unrealized appreciation on investments 3,711,778 - -------------------------------------------------------------------------------- $353,305,342 ================================================================================ CLASS I, $0.01 PAR VALUE - -------------------------------------------------------------------------------- Net assets $21,135,320 - ----------------------------------------------------------- Shares outstanding 2,006,610 - ----------------------------------------------------------- Net asset value per share $10.53 - -------------------------------------------------------------------------------- CLASS II, $0.01 PAR VALUE - -------------------------------------------------------------------------------- Net assets $332,170,022 - ----------------------------------------------------------- Shares outstanding 31,536,494 - ----------------------------------------------------------- Net asset value per share $10.53 - -------------------------------------------------------------------------------- See Notes to Financial Statements. - ------ 11 Statement of Operations FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED) INVESTMENT INCOME INCOME: - -------------------------------------------------------------------- Interest $6,892,326 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------- EXPENSES: - -------------------------------------------------------------------- Management fees 667,211 - -------------------------------------------------------------------- Distribution fees - Class II 321,879 - -------------------------------------------------------------------- Directors' fees and expenses 12,878 - -------------------------------------------------------------------- Other expenses 330 - -------------------------------------------------------------------------------- 1,002,298 - -------------------------------------------------------------------------------- NET INVESTMENT INCOME 5,890,028 - -------------------------------------------------------------------------------- REALIZED AND UNREALIZED LOSS - -------------------------------------------------------------------- Net realized loss on investment transactions (59,259) - -------------------------------------------------------------------- Change in net unrealized appreciation on investments 56,736 - -------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED LOSS (2,523) - -------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $5,887,505 ================================================================================ - ------ 12 See Notes to Financial Statements. Statement of Changes in Net Assets SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2004 - -------------------------------------------------------------------------------- INCREASE IN NET ASSETS 2005 2004 OPERATIONS Net investment income $ 5,890,028 $ 3,573,350 - -------------------------------------- Net realized gain (loss) (59,259) 78,893 - -------------------------------------- Change in net unrealized appreciation 56,736 3,206,348 - -------------------------------------------------------------------------------- Net increase in net assets resulting from operations 5,887,505 6,858,591 - -------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income: - -------------------------------------- Class I (366,471) (127,644) - -------------------------------------- Class II (5,523,557) (3,445,706) - -------------------------------------- From net realized gains: - -------------------------------------- Class I (8,214) -- - -------------------------------------- Class II (136,267) (36,984) - -------------------------------------------------------------------------------- Decrease in net assets from distributions (6,034,509) (3,610,334) - -------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS Net increase in net assets from capital share transactions 142,248,092 174,127,093 - -------------------------------------------------------------------------------- Net increase in net assets 142,101,088 177,375,350 Net Assets Beginning of period 211,204,254 33,828,904 - -------------------------------------------------------------------------------- End of period $353,305,342 $211,204,254 ================================================================================ See Notes to Financial Statements. - ------ 13 Notes to Financial Statements JUNE 30, 2005 (UNAUDITED) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION-- American Century Variable Portfolios II, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. VP Inflation Protection Fund (the fund) is the sole fund in a series issued by the corporation. The fund is diversified under the 1940 Act. The fund pursues long-term total return using a strategy that seeks to protect against U.S. inflation. The following is a summary of the fund's significant accounting. MULTIPLE CLASS -- The fund is authorized to issue Class I and Class II. The share classes differ principally in their respective shareholder servicing and distribution expenses and arrangements. All shares of the fund represent an equal pro rata interest in the assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets. Sale of Class I shares commenced on May 7, 2004. SECURITY VALUATIONS -- Securities are valued through a commercial pricing service or at the mean of the most recent bid and asked prices. Debt securities maturing within 60 days may be valued at cost, plus or minus any amortized discount or premium. Discount notes are valued through a commercial pricing service or at amortized cost, which approximates fair value. If the fund determines that the market price of a portfolio security is not readily available, or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued at its fair value as determined by, or in accordance with procedures adopted by, the Board of Directors or its designee if such fair value determination would materially impact a fund's net asset value. Circumstances that may cause the fund to fair value a security include: an event occurred after the close of the exchange on which a portfolio security principally trades (but before the close of the New York Stock Exchange) that was likely to have changed the value of the security; a security has been declared in default; or trading in a security has been halted during the trading day. SECURITY TRANSACTIONS -- Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes. INVESTMENT INCOME-- Interest income is recorded on the accrual basis and includes paydown gain (loss) and accretion of discounts and amortization of premiums. WHEN-ISSUED AND FORWARD COMMITMENTS -- The fund may engage in securities transactions on a when-issued or forward commitment basis. Under these arrangements, the securities' prices and yields are fixed on the date of the commitment, but payment and delivery are scheduled for a future date. During this period, securities are subject to market fluctuations. The fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in amounts sufficient to meet the purchase price. REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. Each repurchase agreement is recorded at cost. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement. JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with other registered investment companies having management agreements with ACIM or American Century Global Investment Management, Inc. (ACGIM), may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations. INCOME TAX STATUS -- It is the fund's policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for federal or state income taxes. DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income are declared daily and paid monthly. Distributions from net realized gains, if any, are generally declared and paid annually. (continued) - ------ 14 Notes to Financial Statements JUNE 30, 2005 (UNAUDITED) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements. The fund has elected to treat $16,020 of net capital losses incurred in the two-month period ended December 31, 2004, as having been incurred in the following fiscal year for federal income tax purposes. INDEMNIFICATIONS -- Under the corporation's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the fund. The risk of material loss from such claims is considered by management to be remote. USE OF ESTIMATES -- The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. 2. FEES AND TRANSACTIONS WITH RELATED PARTIES MANAGEMENT FEES -- The corporation has entered into a Management Agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The Agreement provides that all expenses of the fund, except brokerage commissions, taxes, interest, fees and expenses of those directors who are not considered "interested persons" as defined in the 1940 Act (including counsel fees) and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on the daily net assets of the specific class of shares of the fund and paid monthly in arrears. The fee consists of (1) an Investment Category Fee based on the daily net assets of the funds and certain other accounts managed by the investment advisor that are in the same broad investment category as the fund and (2) a Complex Fee based on the assets of all the funds in the American Century family of funds. The rates for the Investment Category Fee range from 0.1625% to 0.2800%. The rates for the Complex Fee range from 0.2500% to 0.3100%. The effective annual management fee for the fund for the six months ended June 30, 2005 was 0.49% for Class I and Class II. DISTRIBUTION FEES -- The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay American Century Investment Services, Inc. (ACIS) an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2005, are detailed in the Statement of Operations. RELATED PARTIES -- Certain officers and directors of the corporation are also officers and/or directors, and, as a group, controlling stockholders of American Century Companies, Inc. (ACC), the parent of the corporation's investment advisor, ACIM, the distributor of the corporation, ACIS, and the corporation's transfer agent, American Century Services, LLC (formerly American Century Services Corporation). The fund has a bank line of credit agreement with JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the fund and a wholly owned subsidiary of J.P. Morgan Chase & Co. (JPM). JPM is an equity investor in ACC. (continued) - ------ 15 Notes to Financial Statements JUNE 30, 2005 (UNAUDITED) 3. INVESTMENT TRANSACTIONS Investment transactions, excluding short-term investments, for the six months ended June 30, 2005, were as follows: - -------------------------------------------------------------------------------- NON-U.S. U.S. TREASURY TREASURY AND AGENCY AND AGENCY OBLIGATIONS OBLIGATIONS - -------------------------------------------------------------------------------- Purchases $212,909,165 $8,956,166 - -------------------------------------------------------------------------------- Proceeds from sales $98,051,168 $540,579 - -------------------------------------------------------------------------------- As of June 30, 2005, the components of investments for federal income tax purposes were as follows: - -------------------------------------------------------------------------------- Federal tax cost of investments $362,794,839 ================================================================================ Gross tax appreciation of investments $5,134,774 - ----------------------------------------------------------- Gross tax depreciation of investments (1,555,382) - -------------------------------------------------------------------------------- Net tax appreciation of investments $3,579,392 ================================================================================ The difference between book-basis and tax-basis cost and unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales. 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of the fund were as follows: SHARES AMOUNT - -------------------------------------------------------------------------------- CLASS I - -------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 2005 SHARES AUTHORIZED 50,000,000 ================================================================================ Sold 964,025 $10,141,726 - -------------------------------------------- Issued in reinvestment of distributions 35,424 374,685 - -------------------------------------------- Redeemed (65,766) (692,660) - -------------------------------------------------------------------------------- Net increase 933,683 $9,823,751 ================================================================================ PERIOD ENDED DECEMBER 31, 2004(1) SHARES AUTHORIZED 50,000,000 ================================================================================ Sold 1,137,145 $11,807,637 - -------------------------------------------- Issued in reinvestment of distributions 12,280 127,644 - -------------------------------------------- Redeemed (76,498) (796,098) - -------------------------------------------------------------------------------- Net increase 1,072,927 $11,139,183 ================================================================================ (1) May 7, 2004 (commencement of sale) through December 31, 2004. (continued) - ------ 16 Notes to Financial Statements JUNE 30, 2005 (UNAUDITED) 4. CAPITAL SHARE TRANSACTIONS (CONTINUED) SHARES AMOUNT - -------------------------------------------------------------------------------- CLASS II - -------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 2005 SHARES AUTHORIZED 50,000,000 ================================================================================ Sold 12,995,621 $136,671,544 - ------------------------------------------- Issued in reinvestment of distributions 534,974 5,659,824 - ------------------------------------------- Redeemed (941,229) (9,907,027) - -------------------------------------------------------------------------------- Net increase 12,589,366 $132,424,341 ================================================================================ YEAR ENDED DECEMBER 31, 2004 SHARES AUTHORIZED 50,000,000 ================================================================================ Sold 17,152,086 $178,539,344 - ------------------------------------------- Issued in reinvestment of distributions 336,147 3,482,690 - ------------------------------------------- Redeemed (1,822,771) (19,034,124) - -------------------------------------------------------------------------------- Net increase 15,665,462 $162,987,910 ================================================================================ 5. BANK LINE OF CREDIT The fund, along with certain other funds managed by ACIM or ACGIM, has a $575,000,000 unsecured bank line of credit agreement with JPMCB. The fund may borrow money for temporary or emergency purposes to fund shareholder redemptions. Borrowings under the agreement bear interest at the Federal Funds rate plus 0.50%. The fund did not borrow from the line during the six months ended June 30, 2005. - ------ 17 VP Inflation Protection - Financial Highlights For a Share Outstanding Throughout the Periods Indicated - -------------------------------------------------------------------------------- CLASS I - -------------------------------------------------------------------------------- 2005(1) 2004(2) PER-SHARE DATA Net Asset Value, Beginning of Period $10.55 $10.07 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------------------------------- Net Investment Income 0.22 0.24 - ------------------------------------------------- Net Realized and Unrealized Gain (Loss) (0.01) 0.48 - -------------------------------------------------------------------------------- Total From Investment Operations 0.21 0.72 - -------------------------------------------------------------------------------- Distributions - ------------------------------------------------- From Net Investment Income (0.22) (0.24) - ------------------------------------------------- From Net Realized Gains (0.01) -- - -------------------------------------------------------------------------------- Total Distributions (0.23) (0.24) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $10.53 $10.55 ================================================================================ TOTAL RETURN(3) 1.95% 7.37% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.50%(4) 0.49%(4) - ------------------------------------------------- Ratio of Net Investment Income to Average Net Assets 4.56%(4) 3.52%(4) - ------------------------------------------------- Portfolio Turnover Rate 38% 108%(5) - ------------------------------------------------- Net Assets, End of Period (in thousands) $21,135 $11,319 - -------------------------------------------------------------------------------- (1) Six months ended June 30, 2005 (unaudited). (2) May 7, 2004 (commencement of sale) through December 31, 2004. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended December 31, 2004. See Notes to Financial Statements. - ------ 18 VP Inflation Protection - Financial Highlights For a Share Outstanding Throughout the Years Ended December 31 (except as noted) - ------------------------------------------------------------------------------------------- CLASS II - ------------------------------------------------------------------------------------------- 2005(1) 2004 2003 2002(2) PER-SHARE DATA Net Asset Value, Beginning of Period $10.55 $10.31 $10.00 $10.00 - ------------------------------------------------------------------------------------------- Income From Investment Operations - ------------------------------------- Net Investment Income 0.20 0.35 0.24 --(3) - ------------------------------------- Net Realized and Unrealized Gain (Loss) (0.01) 0.25 0.31 --(3) - ------------------------------------------------------------------------------------------- Total From Investment Operations 0.19 0.60 0.55 --(3) - ------------------------------------------------------------------------------------------- Distributions - ------------------------------------- From Net Investment Income (0.20) (0.35) (0.24) --(3) - ------------------------------------- From Net Realized Gains (0.01) (0.01) -- (3) -- - ------------------------------------------------------------------------------------------- Total Distributions (0.21) (0.36) (0.24) --(3) - ------------------------------------------------------------------------------------------- Net Asset Value, End of Period $10.53 $10.55 $10.31 $10.00 =========================================================================================== TOTAL RETURN(4) 1.82% 5.81% 5.61% 0.00% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.75%(5) 0.74% 0.74%(6) 0.50%(5)(6) - ------------------------------------- Ratio of Net Investment Income to Average Net Assets 4.31%(5) 3.40% 2.00%(6) 0.25%(5)(6) - ------------------------------------- Portfolio Turnover Rate 38% 108% 198% 0% - ------------------------------------- Net Assets, End of Period (in thousands) $332,170 $199,885 $33,829 $3,000 - ------------------------------------------------------------------------------------------- (1) Six months ended June 30, 2005 (unaudited). (2) For the one day ended December 31, 2002 (inception). (3) Per-share amount was less than $0.005. (4) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (5) Annualized. (6) ACIM waived the distribution fee from December 31, 2002 through March 31, 2003. In absence of the waiver, the annualized ratios of operating expenses to average net assets and net investment income to average net assets would have been 0.75% and 1.99% for the year ended December 31, 2003 and 0.75% and 0.00% for the period ended December 31, 2002, respectively. See Notes to Financial Statements. - ------ 19 Approval of Management Agreement for VP Inflation Protection Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated and approved by a majority of a fund's independent directors or trustees (the "Directors") each year. At American Century, this process - referred to as the "15(c) Process" - involves at least two board meetings spanning a 30 to 60 day period each year, as well as meetings of the Corporate Governance Committee (comprised solely of independent directors), which coordinates the board's 15(c) Process. In addition to this annual review, the board and its committees oversee and evaluate at quarterly meetings the nature and quality of significant services performed by the advisor on behalf of the funds. At these meetings the board reviews fund performance, provision of shareholder services, audit and compliance information, and a variety of other reports from the advisor concerning fund operations. The board, or committees of the board, also holds special meetings, as needed. ANNUAL CONTRACT REVIEW PROCESS As part of the annual 15(c) Process undertaken during this half-year period, the Directors requested and received extensive data and information compiled by the advisor and certain independent providers of evaluative data (the "15(c) Providers") concerning the VP Inflation Protection (the "fund") and the services provided to the fund under the management agreement. The information included: * the nature, extent and quality of investment management, shareholder services and other services provided to the fund under the management agreement; * reports on the advisor's activities relating to the wide range of programs and services the advisor provides to the fund and its shareholders on a routine and non-routine basis; * data comparing the cost of owning the fund to the cost of owning a similar fund; * data comparing the fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; * financial data showing the profitability of the fund to the advisor and the overall profitability of the advisor; and * data comparing services provided and charges to clients of the advisor other than the fund. In addition, the board also reviewed information provided by an independent consultant retained by the board in connection with the 15(c) Process. In keeping with its practice, the fund's board held two regularly scheduled meetings and one special meeting to review and discuss the information provided by the advisor and to complete its negotiations with the advisor regarding the renewal of the management agreement, including the setting of the applicable advisory fee. In addition, the independent directors and the Corporate Governance Committee met (continued) - ------ 20 Approval of Management Agreement for VP Inflation Protection to review and discuss the information provided and evaluate the advisor's performance as manager of the fund. Working through the Corporate Governance Committee, the board also retained a consultant to assist it in its evaluation of the profitability of the fund and the advisor, and in formulating the board's fee proposals. The board also had the benefit of the advice of its independent counsel throughout the period. FACTORS CONSIDERED The Directors considered all of the information provided by the advisor, the 15(c) Providers, the board's consultant and its independent counsel, and evaluated such information for each fund for which the board has responsibility. The Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors. In deciding to renew the agreement under the terms ultimately determined by the board to be appropriate, the Directors' decision was based on the following factors. NATURE, EXTENT AND QUALITY OF SERVICES - GENERALLY. Under the management agreement, the advisor is responsible for providing or arranging for all services necessary for the operation of the fund. The board noted that under the management agreement, the advisor provides or arranges at its own expense a wide variety of services including: * fund construction and design * portfolio security selection * initial capitalization/funding * securities trading * custody of fund assets * daily valuation of the fund's portfolio * shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping and communications * legal services * regulatory and portfolio compliance * financial reporting * marketing and distribution The Directors noted that many of these services have expanded over time both in terms of quantity and complexity in response to shareholder demands, competition in the industry and the changing regulatory environment. In performing their evaluation, the Directors considered information received in connection with the annual review, as well as information provided on an ongoing basis at their regularly scheduled board and committee meetings. INVESTMENT MANAGEMENT SERVICES. The nature of the investment management services provided is quite complex and allows fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes, and liquidity. In evaluating investment performance, the board expects the advisor to manage the fund in accordance with its investment objectives and approved (continued) - ------ 21 Approval of Management Agreement for VP Inflation Protection strategies. In providing these services, the advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance and other systems to conduct their business. At each quarterly meeting the board and the Portfolio Committee review investment performance information for the fund, together with comparative information for appropriate benchmarks and peer groups of funds managed similarly to the fund. Further, the Portfolio Committee reports its assessment to the board. If performance concerns are identified, the Directors discuss with the advisor and its portfolio managers the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The fund's performance for both one and three year periods was above the median for its peer group. SHAREHOLDER AND OTHER SERVICES. The advisor provides the fund with a comprehensive package of transfer agency, shareholder, and other services. The Quality of Service Committee reviews reports and evaluations of such services at its regular quarterly meetings, including the annual meeting concerning contract review, and reports to the board. The Quality of Service Committee reviews interim reports between regularly scheduled meetings. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the advisor. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISOR. The advisor provides detailed information concerning its cost of providing various services to the fund, its profitability in managing the fund, its overall profitability, and its financial condition. The Directors have reviewed with the advisor the methodology used to prepare this financial information. This financial information regarding the advisor is considered in order to evaluate the advisor's financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The board has retained a consultant to assist it in this review. ETHICS OF THE ADVISOR. The Directors generally consider the advisor's commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the advisor's practices generally meet or exceed industry best practices and that (continued) - ------ 22 Approval of Management Agreement for VP Inflation Protection the advisor was not implicated in the industry scandals of 2003 and 2004. ECONOMIES OF SCALE. The Directors review reports provided by the advisor on economies of scale for the complex as a whole and the year-over-year changes in revenue, costs, and profitability. The Directors concluded that economies of scale are difficult to measure with precision, particularly on a fund-by-fund basis. This analysis is also complicated by the additional services and content provided by the advisor and its reinvestment in its ability to provide and expand those services. Accordingly, the Directors also seek to evaluate economies of scale by reviewing other information, such as year-over-year profitability of the advisor generally, the profitability of its management of the fund specifically, the expenses incurred by the advisor in providing various functions to the fund, and the fee breakpoints of competitive funds not managed by the advisor. The Directors believe the advisor is appropriately sharing economies of scale through a competitive fee structure, through breakpoints that reduce fees as the fund complex and the fund increases in size and through reinvestment in its business to provide shareholders additional content and services. In particular, separate breakpoint schedules based on the size of the entire fund complex and on the size of the fund reflect the complexity of assessing economies of scale. COMPARISON TO OTHER FUNDS' FEES. The fund pays the advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the fund, other than brokerage expenses, taxes, interest, extraordinary expenses, and the fees and expenses of the fund's independent directors (including their independent legal counsel). Under the unified fee structure, the advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges and other expenses. Other than their investment advisory fees and Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The board believes the unified fee structure is a benefit to fund shareholders because it clearly discloses to shareholders the cost of owning fund shares, and, since the unified fee cannot be increased without a vote of fund shareholders, it shifts to the advisor the increased costs of operating the fund and the risk of administrative inefficiencies. Part of the Directors' analysis of fee levels involves comparing the fund's unified fee to the total expense ratio of other funds in the fund's peer group. The unified fee charged to shareholders of the fund was in the lowest quartile of the total expense ratios of its peer group. (continued) - ------ 23 Approval of Management Agreement for VP Inflation Protection COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The Directors also requested and received information from the advisor concerning the nature of the services, fees, and profitability of its advisory services to advisory clients other than the fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the fund. The Directors analyzed this information and concluded that the fees charged and services provided to the advisor's other clients did not suggest that the fund's fees were unreasonable by comparison. COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information from the advisor concerning collateral benefits it receives as a result of its relationship with the fund. They concluded that the advisor's primary business is managing mutual funds and it generally does not use the fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Directors noted that the advisor receives proprietary research from broker dealers that execute fund portfolio transactions and concluded that this research is likely to benefit fund shareholders. The Directors also determined that the advisor is able to provide investment management services to clients other than the fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Directors concluded, however, that the assets of those other clients are not significant and that, in any event, the addition of such other assets to the assets of the funds that use substantially the same investment management team and strategy to determine whether breakpoints have been achieved captures for the shareholders a portion of any benefit that exists. CONCLUSIONS OF THE DIRECTORS As a result of this process, the independent directors concluded that the investment management agreement between the funds and the advisor is fair and reasonable in light of the services provided and should be renewed. - ------ 24 Share Class Information Two classes of shares are authorized for sale by the fund: Class I and Class II. CLASS I shares are sold through insurance company separate accounts. Class I shareholders do not pay any commissions or other fees to American Century for the purchase of portfolio shares. CLASS II shares are sold through insurance company separate accounts. Class II shares are subject to a 0.25% Rule 12b-1 distribution fee, which is available to pay for distribution services provided by the financial intermediary through which the Class II shares are purchased. The total expense ratio of Class II shares is higher than the total expense ratio of Class I shares. All classes of shares represent a pro rata interest in the fund and generally have the same rights and preferences. Because all shares of the fund are sold through insurance company separate accounts, additional fees may apply. - ------ 25 Additional Information INDEX DEFINITIONS The following indices are used to illustrate investment market, sector, or style performance or to serve as fund performance comparisons. They are not investment products available for purchase. The BLENDED INDEX is considered the benchmark for VP Inflation Protection. It consists of a mix of three Citigroup (formerly Salomon Smith Barney) indices in the following proportions: 55% Citigroup U.S. Inflation-Linked Securities Index, 25% Citigroup Government-Sponsored 1- to 3-Year Index, and 20% Citigroup 15-Year Mortgage Index. The CITIGROUP U.S. INFLATION-LINKED SECURITIES INDEX (ILSI) measures the return of bonds with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index (CPI). The CITIGROUP GOVERNMENT-SPONSORED 1- TO 3-YEAR INDEX includes bonds with remaining maturities of one to three years that are issued by U.S. or supranational agencies. Supranational agencies are supported by the capital of more than one sovereign state, such as the World Bank. The CITIGROUP 15-YEAR MORTGAGE INDEX measures the performance of the 15-year maturity sector of the mortgage component of the USBIG (U.S. Broad Investment-Grade) Index, comprising 15-year Government National Mortgage Association (Ginnie Mae), Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Mortgage Corporation (Freddie Mac) pass-throughs and Fannie Mae and Freddie Mac balloon mortgages. PROXY VOTING GUIDELINES American Century Investment Management, Inc., the fund's investment advisor, is responsible for exercising the voting rights associated with the securities purchased and/or held by the fund. A description of the policies and procedures the advisor uses in fulfilling this responsibility is available without charge, upon request, by calling 1-800-378-9878. It is also available on American Century's Web site at americancentury.com and on the Securities and Exchange Commission's Web site at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov. QUARTERLY PORTFOLIO DISCLOSURE The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund's Form N-Q is available on the SEC's Web site at sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete schedule of portfolio holdings for the most recent quarter of its fiscal year available on its Web site at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878. - ------ 26 Notes - ------ 27 Notes - ------ 28 CONTACT US AMERICANCENTURY.COM AUTOMATED INFORMATION LINE: 1-800-345-8765 INVESTMENT PROFESSIONAL SERVICE REPRESENTATIVES: 1-800-345-6488 TELECOMMUNICATIONS DEVICE FOR THE DEAF: 1-800-634-4113 AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. INVESTMENT ADVISOR: American Century Investment Management, Inc. Kansas City, Missouri THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL INFORMATION OF OUR SHAREHOLDERS. THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. The American Century Investments logo, American Century and American Century Investments are service marks of American Century Proprietary Holdings, Inc. American Century Investment Services, Inc., Distributor 0508 SH-SAN-44741 (c)2005 American Century Proprietary Holdings, Inc. All rights reserved.
ITEM 2. CODE OF ETHICS. Not applicable for semiannual report filings. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable for semiannual report filings. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable for semiannual report filings. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. The schedule of investments is included as part of the report to stockholders filed under Item 1 of this Form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. As of the end of the reporting period, the registrant did not have in place formal procedures by which shareholders may recommend nominees to the registrant's board. However, all such recommendations directed to the following address will be forwarded to the Corporate Governance Committee of the board for consideration: The Corporate Secretary, American Century Funds, P. O. Box 410141, Kansas City, Missouri 64141. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report. (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable for semiannual report filings. (a)(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are filed and attached hereto as Exhibit 99.302CERT. (a)(3) Not applicable. (b) A certification by the registrant's chief executive officer and chief financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is furnished and attached hereto as Exhibit 99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC. By: /s/ William M. Lyons ------------------------------------------- Name: William M. Lyons Title: President Date: August 12, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ William M. Lyons ------------------------------------------- Name: William M. Lyons Title: President (principal executive officer) Date: August 12, 2005 By: /s/ Maryanne L. Roepke ------------------------------------------- Name: Maryanne L. Roepke Title: Sr. Vice President, Treasurer, and Chief Accounting Officer (principal financial officer) Date: August 12, 2005