SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 Commission File No. 33-47472 ANCHOR NATIONAL LIFE INSURANCE COMPANY Incorporated in Arizona 86-0198983 IRS Employer Identification No. 1 SunAmerica Center, Los Angeles, California 90067-6022 Registrant's telephone number, including area code: (310) 772-6000 INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS Yes X No ___ -- THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK ON NOVEMBER 15, 1999 WAS AS FOLLOWS: Common Stock (par value $1,000 per share) 3,511 shares outstanding ANCHOR NATIONAL LIFE INSURANCE COMPANY INDEX Page Number(s) --------- Part I - Financial Information Consolidated Balance Sheet (Unaudited) - September 30, 1999 and December 31, 1998 . . . . . . . . 3-4 Consolidated Statement of Income and Comprehensive Income (Unaudited) - Three Months and Nine Months Ended September 30, 1999 and 1998. . . . . . . . . . . . . . . 5 Consolidated Statement of Cash Flows (Unaudited) - Nine Months Ended September 30, 1999 and 1998. . . . . . 6-7 Notes to Consolidated Financial Statements (Unaudited) . 8-12 Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . 13-29 Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . . . . . . . . 30 Part II - Other Information. . . . . . . . . . . . . . . . . . 31 ANCHOR NATIONAL LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEET (Unaudited) September 30, December 31, 1999 1998 --------------- --------------- ASSETS Investments: Cash and short-term investments . . . . . . $ 261,049,000 $ 3,303,454,000 Bonds, notes and redeemable preferred stocks available for sale, at fair value (amortized cost: September 1999, $4,901,552,000; December 1998, $4,252,740,000). . . . . . 4,724,111,000 4,248,840,000 Mortgage loans. . . . . . . . . . . . . . . 689,145,000 388,780,000 Policy loans. . . . . . . . . . . . . . . . 264,880,000 320,688,000 Common stocks available for sale, at fair value (cost: September 1999, $1,369,000; December 1998, $1,409,000). . . . . . . . 2,542,000 1,419,000 Partnerships. . . . . . . . . . . . . . . . 57,489,000 4,577,000 Real estate . . . . . . . . . . . . . . . . 24,000,000 24,000,000 Other invested assets . . . . . . . . . . . 118,740,000 15,185,000 --------------- --------------- Total investments . . . . . . . . . . . . . 6,141,956,000 8,306,943,000 Variable annuity assets held in separate accounts. . . . . . . . . . . . . . . . . . 16,453,086,000 13,767,213,000 Accrued investment income . . . . . . . . . . 75,590,000 73,441,000 Deferred acquisition costs. . . . . . . . . . 901,307,000 866,053,000 Receivable from brokers for sales of securities. . . . . . . . . . . . . . . . . 20,293,000 22,826,000 Other assets. . . . . . . . . . . . . . . . . 98,887,000 109,857,000 Deferred income taxes 45,639,000 --- --------------- --------------- TOTAL ASSETS. . . . . . . . . . . . . . . . . $23,736,758,000 $23,146,333,000 =============== =============== See accompanying notes 3 ANCHOR NATIONAL LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEET (Continued) (Unaudited) September 30, December 31, 1999 1998 ---------------- ---------------- LIABILITIES AND SHAREHOLDER'S EQUITY Reserves, payables and accrued liabilities: Reserves for fixed annuity contracts. . . $ 3,795,972,000 $ 5,453,476,000 Reserves for universal life insurance contracts . . . . . . . . . . . . . . . 2,018,913,000 2,339,199,000 Reserves for guaranteed investment contracts . . . . . . . . . . . . . . . 305,280,000 353,137,000 Payable to brokers for purchases of securities 6,946,000 --- Income taxes currently payable. . . . . . 9,817,000 11,123,000 Other liabilities . . . . . . . . . . . . 274,052,000 160,020,000 ---------------- ---------------- Total reserves, payables and accrued liabilities . . . . . . . . 6,410,980,000 8,316,955,000 ---------------- ---------------- Variable annuity liabilities related to separate accounts . . . . . . . . . . . . 16,453,086,000 13,767,213,000 ---------------- ---------------- Subordinated notes payable to affiliates. . 38,128,000 209,367,000 ---------------- ---------------- Deferred income taxes --- 105,772,000 ---------------- ---------------- Shareholder's equity: Common Stock. . . . . . . . . . . . . . . 3,511,000 3,511,000 Additional paid-in capital. . . . . . . . 432,860,000 378,674,000 Retained earnings . . . . . . . . . . . . 494,763,000 366,460,000 Accumulated other comprehensive loss. . . (96,570,000) (1,619,000) ---------------- ---------------- Total shareholder's equity. . . . . . . . 834,564,000 747,026,000 ---------------- ---------------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY. $23,736,758,000 $23,146,333,000 ================ ================ See accompanying notes 4 ANCHOR NATIONAL LIFE INSURANCE COMPANY CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the three months and nine months ended September 30, 1999 and 1998 (Unaudited) Three Months Nine Months --------------------------- ----------------------------- 1999 1998 1999 1998 ------------ ------------ ------------- ------------- Investment income. . . . . . . . . $110,831,000 $ 58,448,000 $ 384,723,000 $ 160,819,000 ------------- ------------- -------------- -------------- Interest expense on: Fixed annuity contracts. . . . . (47,275,000) (29,801,000) (180,893,000) (84,874,000) Universal life insurance contracts (24,929,000) --- (85,118,000) --- Guaranteed investment contracts. (4,748,000) (4,201,000) (14,514,000) (13,237,000) Senior indebtedness. . . . . . . (1,000) (916,000) (199,000) (1,305,000) Subordinated notes payable to affiliates . . . . . . . . . . (894,000) (789,000) (2,663,000) (2,305,000) ------------- ------------- -------------- -------------- Total interest expense . . . . . (77,847,000) (35,707,000) (283,387,000) (101,721,000) ------------- ------------- -------------- -------------- NET INVESTMENT INCOME. . . . . . . 32,984,000 22,741,000 101,336,000 59,098,000 ------------- ------------- -------------- -------------- NET REALIZED INVESTMENT LOSSES . . . . . . . . . . . . . (10,628,000) (5,132,000) (17,432,000) (161,000) ------------- ------------- -------------- -------------- Fee income: Variable annuity fees. . . . . . 79,366,000 55,355,000 220,630,000 156,503,000 Net retained commissions . . . . 12,501,000 12,796,000 38,693,000 38,100,000 Asset management fees. . . . . . 10,891,000 7,839,000 30,555,000 22,689,000 Universal life insurance fees 4,234,000 --- 17,875,000 --- Surrender charges. . . . . . . . 4,201,000 2,099,000 12,904,000 6,115,000 Other fees . . . . . . . . . . . 933,000 1,206,000 11,983,000 2,971,000 ------------- ------------- -------------- -------------- TOTAL FEE INCOME . . . . . . . . . 112,126,000 79,295,000 332,640,000 226,378,000 ------------- ------------- -------------- -------------- GENERAL AND ADMINISTRATIVE EXPENSES . . . . . . . . . . . . (27,584,000) (24,529,000) (105,560,000) (73,083,000) ------------- ------------- -------------- -------------- AMORTIZATION OF DEFERRED ACQUISITION COSTS. . . . . . . . (29,185,000) (12,238,000) (85,061,000) (55,511,000) ------------- ------------- -------------- -------------- ANNUAL COMMISSIONS . . . . . . . . (11,608,000) (5,508,000) (29,766,000) (14,683,000) ------------- ------------- -------------- -------------- PRETAX INCOME. . . . . . . . . . . 66,105,000 54,629,000 196,157,000 142,038,000 Income tax expense . . . . . . . . (20,954,000) (16,240,000) (67,854,000) (47,745,000) ------------- ------------- -------------- -------------- NET INCOME . . . . . . . . . . . . 45,151,000 38,389,000 128,303,000 94,293,000 ------------- ------------- -------------- -------------- OTHER COMPREHENSIVE LOSS, NET OF TAX: Net unrealized losses on debt and equity securities available for sale identified in the current period. . . . . (35,662,000) (10,300,000) (101,586,000) (9,634,000) Less reclassification adjustment for net realized losses included in net income. . . . . . . . . 4,806,000 4,070,000 6,635,000 394,000 ------------- ------------- -------------- -------------- OTHER COMPREHENSIVE LOSS . . . . (30,856,000) (6,230,000) (94,951,000) (9,240,000) ------------- ------------- -------------- -------------- COMPREHENSIVE INCOME (LOSS). . . . $ 14,295,000 $ 32,159,000 $ 33,352,000 $ 85,053,000 ============= ============= ============== ============== See accompanying notes 5 ANCHOR NATIONAL LIFE INSURANCE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS For the nine months ended September 30, 1999 and 1998 (Unaudited) 1999 1998 ---------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . $ 128,303,000 $ 94,293,000 Adjustments to reconcile net income to net cash provided by operating activities: Interest credited to: Fixed annuity contracts . . . . . . . 180,893,000 84,874,000 Universal life insurance contracts 85,118,000 --- Guaranteed investment contracts . . . 14,514,000 13,237,000 Net realized investment losses (gains). 17,432,000 161,000 Accretion/amortization of net discounts/premiums on investments . . 497,000 (1,519,000) Universal life insurance fees (17,875,000) --- Amortization of goodwill. . . . . . . . 1,071,000 1,129,000 Provision for deferred income taxes . . (100,284,000) 32,405,000 Change in: Accrued investment income . . . . . . . . (5,851,000) (3,080,000) Deferred acquisition costs. . . . . . . . (163,975,000) (132,550,000) Other assets. . . . . . . . . . . . . . . 3,343,000 (9,054,000) Income taxes currently payable. . . . . . (1,306,000) (59,087,000) Other liabilities . . . . . . . . . . . . 83,926,000 1,788,000 Other, net. . . . . . . . . . . . . . . . . (3,737,000) (5,725,000) ---------------- ---------------- NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . . . . . . . . 222,069,000 16,872,000 ---------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of: Bonds, notes and redeemable preferred stocks. . . . . . . . . . . . . . . . . (4,044,397,000) (1,514,330,000) Mortgage loans. . . . . . . . . . . . . . (330,893,000) (131,386,000) Other investments, excluding short-term investments (162,881,000) --- Sales of: Bonds, notes and redeemable preferred stocks. . . . . . . . . . . . . . . . . 2,103,990,000 1,313,677,000 Other investments, excluding short-term investments . . . . . . . . . . . . . . 6,464,000 615,000 Redemptions and maturities of: Bonds, notes and redeemable preferred stocks. . . . . . . . . . . . . . . . . 1,007,875,000 210,026,000 Mortgage loans. . . . . . . . . . . . . . 31,374,000 74,519,000 Other investments, excluding short-term investments 27,286,000 --- Short-term investments transferred to First SunAmerica Life Insurance Company in assumption reinsurance transaction with MBL Life Assurance Corporation (368,665,000) --- ---------------- ---------------- NET CASH USED BY INVESTING ACTIVITIES . . . (1,729,847,000) (46,879,000) ---------------- ---------------- See accompanying notes 6 ANCHOR NATIONAL LIFE INSURANCE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) For the nine months ended September 30, 1999 and 1998 (Unaudited) 1999 1998 ---------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES: Premium receipts on: Fixed annuity contracts. . . . . . . . $ 1,548,093,000 $ 1,251,026,000 Universal life insurance contracts 62,553,000 --- Net exchanges from the fixed accounts of variable annuity contracts (1,252,654,000) (1,061,324,000) Withdrawal payments on: Fixed annuity contracts. . . . . . . . (1,706,409,000) (142,276,000) Universal life insurance contracts (90,950,000) --- Guaranteed investment contracts. . . . (14,841,000) (32,182,000) Claims and annuity payments on: Fixed annuity contracts. . . . . . . . (74,307,000) (31,713,000) Universal life insurance contracts (68,781,000) --- Net repayments of other short-term financings . . . . . . . . . . . . . . (136,794,000) 604,000 Net of receipts and payments from MODSEC reinsurance transaction . . . . 145,277,000 166,631,000 Change in capital 54,186,000 --- Dividends paid --- (51,200,000) ---------------- ---------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES . . . . . . . . . . . . . . (1,534,627,000) 99,566,000 ---------------- ---------------- NET INCREASE/DECREASE IN CASH AND SHORT-TERM INVESTMENTS . . . . . . . . (3,042,405,000) 69,559,000 CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD. . . . . . . . . . 3,303,454,000 264,176,000 ---------------- ---------------- CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD. . . . . . . . . . . . . $ 261,049,000 $ 333,735,000 ================ ================ SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid on indebtedness. . . . . . $ 1,407,000 $ 3,594,000 ================ ================ Income taxes paid, net of refunds. . . . $ 169,238,000 $ 74,138,000 ================ ================ SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION: On June 30, 1999, the Company's parent forgave the $170,436,000 surplus note (included in Subordinated Notes Payable to Affiliates in the accompanying consolidated balance sheet at December 31, 1998) issued in its favor. The Company has reclassified this amount to Additional Paid-In Capital. See accompanying notes 7 ANCHOR NATIONAL LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation ----------------------- At December 31, 1998, Anchor National Life Insurance Company (the "Company") was a wholly owned indirect subsidiary of SunAmerica Inc. On January 1, 1999, SunAmerica Inc. merged with and into American International Group, Inc. ("AIG") in a tax-free reorganization that has been treated as a pooling of interests for accounting purposes. Thus, SunAmerica Inc. ceased to exist on that date. However, on the date of merger, substantially all of the net assets of SunAmerica Inc. were contributed to a newly formed subsidiary of AIG named SunAmerica Inc. ("SunAmerica"). In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Company's consolidated financial position as of September 30, 1999 and December 31, 1998, the results of its consolidated operations for the three months and nine months ended September 30, 1999 and 1998 and its consolidated cash flows for the nine months ended September 30, 1999 and 1998. The results of operations for the three months and nine months ended September 30, 1999 are not necessarily indicative of the results to be expected for the full year. The Company has changed its fiscal year end from September 30 to December 31. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended September 30, 1998, contained in the Company's Annual Report on Form 10-K, and the unaudited consolidated financial statements as of and for the three months ended December 31, 1998, contained in the Company's Transition Report on Form 10-Q. Certain items have been reclassified to conform to the current period's presentation. 2. Reinsurance ----------- On December 31, 1998, the Company acquired the individual life business and the individual and group annuity business of MBL Life Assurance Corporation ("MBL Life"), via a 100% coinsurance transaction, for a cash purchase price of $128,420,000. As part of this transaction, the Company acquired assets having an aggregate fair value of $5,718,227,000, composed primarily of invested assets totaling $5,715,010,000. Liabilities assumed in this acquisition totaled $5,831,266,000, including $3,460,503,000 of fixed annuity reserves, $2,317,365,000 of universal life reserves and $24,011,000 of guaranteed investment contract reserves. The excess of the purchase price over the fair value of net assets received amounted to $109,278,000 at September 30, 1999, after adjustment for the transfer of New York business to First SunAmerica Life Insurance Company (see below), and is included in Deferred Acquisition Costs in the accompanying consolidated balance sheet. The income statements for the three months and nine months ended September 30, 1999 include the impact of the Acquisition. On a pro forma basis, assuming the Acquisition had been consummated on January 1, 1998, the beginning of the prior-year periods discussed herein, investment income would have been $128,050,000 and net income would have been $43,228,000 for the three months ended September 30, 1998. For the nine months ended September 30, 1998, investment income would have been $389,913,000 and net income would have been $109,990,000. 8 2. Reinsurance (Continued) ----------- This business was assumed from MBL Life subject to existing reinsurance ceded agreements. At December 31, 1998, the maximum retention on any single life was $2,000,000, and a total credit of $5,057,000 was taken against the life insurance reserves, representing predominantly yearly renewable term reinsurance. In order to limit even further the exposure to loss on any single life and to recover an additional portion of the benefits paid over such limits, the Company entered into a monthly renewable term reinsurance treaty, effective January 1, 1999, under which the Company retains no more than $100,000 of risk on any one insured life. At September 30, 1999, a total reserve credit of $3,560,000 was taken against the life insurance reserves. With respect to these coinsurance 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. Included in the block of business acquired from MBL Life were policies whose owners are residents of New York State (the "New York Business"). On July 1, 1999, the New York Business was acquired by the Company's New York affiliate, First SunAmerica Life Insurance Company ("FSA"), via an assumption reinsurance agreement and the remainder of the business converted to assumption reinsurance, which superseded the coinsurance arrangement. As part of this transfer, invested assets equal to $675,303,000, life reserves equal to $282,947,000, group pension reserves equal to $404,318,000, and other net assets of $11,962,000 were transferred to FSA. The $128,420,000 purchase price was allocated between the Company and FSA based on the estimated future gross profits of the two blocks of business. The portion allocated to FSA was $10,000,000. As of August 1, 1999, the Company ceded $6.4 billion of variable annuity liabilities through a modified coinsurance transaction to ANLIC Insurance Company (Hawaii). As part of this transaction, the Company received $150,000,000 on September 9, 1999, which was credited to Deferred Acquisition Costs in the balance sheet to eliminate the unamortized costs previously deferred with respect to the ceded business. 3. Capital Contributions ---------------------- On September 14, 1999, SunAmerica Life Insurance Company (the "Parent") contributed additional capital of $54,250,000 to the Company. On September 9, 1999, the Company paid $170,500,000 to its Parent as a return of capital. On December 30, 1998, the Company received cash totaling $170,436,000 in exchange for issuance of a surplus note (the "Note") payable to its Parent, which was included in Subordinated Notes Payable to Affiliates at December 31, 1998 in the accompanying consolidated balance sheet. The Note bore interest at a rate of 7%, beginning on January 1, 1999. On June 30, 1999, the Parent cancelled the Note and funds received were reclassified to Additional Paid-in Capital in the accompanying consolidated balance sheet. Also on June 30, 1999, the Parent forgave the total interest earned on the Note of $4,971,000, of which $2,983,000 was included in Interest Expense on Subordinated Notes Payable to Affiliates in the consolidated income statement in the quarter ended March 31, 1999. Accordingly, the accompanying consolidated income statement reflects a $2,983,000 reversal of 9 3. Capital Contributions (Continued) ---------------------- interest expense in Interest Expense on Subordinated Notes Payable to Affiliates in the quarter ended June 30, 1999. 4. Adoption of New Accounting Standard --------------------------------------- Effective October 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130") which requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. The adoption of SFAS 130 did not have an impact on the Company's results of operations, financial condition or liquidity. Comprehensive income amounts for the prior year are presented to conform to the current year's presentation. 10 ANCHOR NATIONAL LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. Adoption of New Accounting Standard (continued) --------------------------------------- The before tax, after tax, and tax benefit (expense) amounts for each component of the increase or decrease in unrealized losses or gains on debt and equity securities available for sale for both the current and prior periods are summarized below: Tax Benefit Before Tax (Expense) Net of Tax ------------- ---------- ------------- THREE MONTHS ENDED SEPTEMBER 30, 1999: Net unrealized losses on debt and equity securities available for sale identified in the current period. . . . . . . . . $(45,025,000) $15,759,000 $(29,266,000) Increase in deferred acquisition cost adjustment identified in the current period. . . . . . . (9,838,000) 3,442,000 (6,396,000) ------------- ------------ ------------- Subtotal. . . . . . . . . . . . . (54,863,000) 19,201,000 (35,662,000) ------------- ------------ ------------- Reclassification adjustment for: Net realized losses included in net income . . . . . . . . 10,356,000 (3,625,000) 6,731,000 Related change in deferred acquisition costs . . . . . . . (2,962,000) 1,037,000 (1,925,000) ------------- ------------ ------------- Total reclassification adjustment. . . . . . . . . . 7,394,000 (2,588,000) 4,806,000 ------------- ------------ ------------- Total other comprehensive loss. . $(47,469,000) $16,613,000 $(30,856,000) ============= ============ ============= THREE MONTHS ENDED SEPTEMBER 30, 1998: Net unrealized gains on debt and equity securities available for sale identified in the current period. . . . . . . . . $(25,332,000) $ 8,866,000 $(16,466,000) Decrease in deferred acquisition cost adjustment identified in the current period. . . . . . . 9,485,000 (3,319,000) 6,166,000 ------------- ------------ ------------- Subtotal. . . . . . . . . . . . . (15,847,000) 5,547,000 (10,300,000) ------------- ------------ ------------- Reclassification adjustment for: Net realized gains included in net income . . . . . . . . 9,846,000 (3,446,000) 6,400,000 Related change in deferred acquisition costs . . . . . . . (3,585,000) 1,255,000 (2,330,000) ------------- ------------ ------------- Total reclassification adjustment. . . . . . . . . . 6,261,000 (2,191,000) 4,070,000 ------------- ------------ ------------- Total other comprehensive loss. . $ (9,586,000) $ 3,356,000 $ (6,230,000) ============= ============ ============= 11 ANCHOR NATIONAL LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. Adoption of New Accounting Standard (continued) --------------------------------------- Tax Benefit Before Tax (Expense) Net of Tax ------------- ----------- -------------- NINE MONTHS ENDED SEPTEMBER 30, 1999: Net unrealized losses on debt and equity securities available for sale identified in the current period. . . . . . . . . $(188,325,000) $ 65,914,000 $(122,411,000) Increase in deferred acquisition cost adjustment identified in the current period. . . . . . . 32,039,000 (11,214,000) 20,825,000 -------------- ------------- -------------- Subtotal. . . . . . . . . . . . . (156,286,000) 54,700,000 (101,586,000) -------------- ------------- -------------- Reclassification adjustment for: Net realized losses included in net income . . . . . . . . 15,947,000 (5,581,000) 10,366,000 Related change in deferred acquisition costs . . . . . . (5,739,000) 2,008,000 (3,731,000) -------------- ------------- -------------- Total reclassification adjustment. . . . . . . . . . 10,208,000 (3,573,000) 6,635,000 -------------- ------------- -------------- Total other comprehensive loss. . $(146,078,000) $ 51,127,000 $ (94,951,000) ============== ============= ============== NINE MONTHS ENDED SEPTEMBER 30, 1998: Net unrealized gains on debt and equity securities available for sale identified in the current period. . . . . . . . . $ (24,180,000) $ 8,463,000 $ (15,717,000) Decrease in deferred acquisition cost adjustment identified in the current period. . . . . . . 9,356,000 (3,273,000) 6,083,000 -------------- ------------- -------------- Subtotal. . . . . . . . . . . . . (14,824,000) 5,190,000 (9,634,000) -------------- ------------- -------------- Reclassification adjustment for: Net realized gains included in net income . . . . . . . . 961,000 (336,000) 625,000 Related change in deferred acquisition costs . . . . . . (356,000) 125,000 (231,000) -------------- ------------- -------------- Total reclassification adjustment. . . . . . . . . . 605,000 (211,000) 394,000 -------------- ------------- -------------- Total other comprehensive loss. . $ (14,219,000) $ 4,979,000 $ (9,240,000) ============== ============= ============== 12 ANCHOR NATIONAL LIFE INSURANCE COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial condition and results of operations of Anchor National Life Insurance Company (the "Company") for the three months and nine months ended September 30, 1999 and September 30, 1998 follows. The Company has changed its fiscal year end to December 31. Accordingly, the quarter ended December 31, 1998 was a transition period. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward-looking statements contained in this report and in any other statements made by, or on behalf of, the Company, whether or not in future filings with the Securities and Exchange Commission (the "SEC"). Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Statements using verbs such as "expect," "anticipate," "believe" or words of similar import generally involve forward-looking statements. Without limiting the foregoing, forward-looking statements include statements which represent the Company's beliefs concerning future levels of sales and redemptions of the Company's products, investment spreads and yields, or the earnings or profitability of the Company's activities. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which are subject to change. These uncertainties and contingencies could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable developments. Some may be national in scope, such as general economic conditions, changes in tax law and changes in interest rates. Some may be related to the insurance industry generally, such as pricing competition, regulatory developments and industry consolidation. Others may relate to the Company specifically, such as credit, volatility and other risks associated with the Company's investment portfolio. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the SEC. The Company disclaims any obligation to update forward-looking information. RESULTS OF OPERATIONS NET INCOME totaled $45.2 million in the third quarter of 1999, compared with $38.4 million in the third quarter of 1998. For the nine months, net income amounted to $128.3 million in 1999, compared with $94.3 million in 1998. On December 31, 1998, the Company acquired the individual life business and the individual and group annuity business of MBL Life Assurance Corporation (the "Acquisition"). The Acquisition was accounted for under the purchase method of accounting, and, therefore, results of operations include those of the Acquisition only from its date of acquisition. Consequently, the operating results for 1999 and 1998 are not comparable. On a pro forma basis, using the historical financial information of the acquired business and assuming that the Acquisition had been consummated on January 1, 1998, the beginning of the prior-year periods discussed herein, net income would have been $43.2 million and $110.0 million for the third quarter and the nine months of 1998, respectively. 13 PRETAX INCOME totaled $66.1 million in the third quarter of 1999 and $54.6 million in the third quarter of 1998. For the nine months, pretax income totaled $196.2 million in 1999, compared with $142.0 million in 1998. The improvement in 1999 over 1998 primarily resulted from increased fee income and net investment income, which were partially offset by increased general and administrative expenses and amortization of deferred acquisition costs ("DAC") in the 1999 periods. NET INVESTMENT INCOME, which is the spread between the income earned on invested assets and the interest paid on fixed annuities and other interest-bearing liabilities, totaled $33.0 million in the third quarter of 1999, up from $24.0 million in the third quarter of 1998. These amounts equal 1.97% on average invested assets (computed on a daily basis) of $6.71 billion in the third quarter of 1999 and 3.47% on average invested assets of $2.77 billion in the third quarter of 1998. For the nine months, net investment income increased to $101.3 million in 1999 from $60.4 million in 1998, equaling 1.75% of average invested assets of $7.73 billion in 1999 and 3.06% of average invested assets of $2.63 billion in 1998. On a pro forma basis, assuming the Acquisition had been consummated on January 1, 1998, net investment income on related average invested assets would have been 1.47% and 1.22% in the third quarter and nine months of 1998, respectively. The improvement in 1999 net investment yields over these pro forma amounts reflects a redeployment of assets received in the Acquisition into higher yielding investment categories. Net investment spreads include the effect of income earned on the difference between average invested assets and average interest-bearing liabilities. In the third quarter, average invested assets exceeded average interest-bearing liabilities by $220.7 million in 1999, compared with $244.0 million 1998. The difference between the Company's yield on average invested assets and the rate paid on average interest-bearing liabilities (the "Spread Difference") was 1.81% in the third quarter of 1999 and 2.98% in the third quarter of 1998. On a pro forma basis, assuming the Acquisition had been consummated on January 1, 1998, the Spread Difference would have been 1.38% in the third quarter of 1998, reflecting primarily the effect of the lower yielding assets received in the Acquisition. For the nine months, average invested assets exceeded average interest-bearing liabilities by $155.7 million in 1999, compared with $164.0 million in 1998. The Spread Difference was 1.64% in 1999 and 2.72% in 1998. On a pro forma basis, assuming the Acquisition had been consummated on January 1, 1998, the Spread Difference would have been 1.20% in 1998, also primarily reflecting the effect of the lower yielding assets received in the Acquisition. Investment income (and the related yields on average invested assets) totaled $110.8 million (6.61%) in the third quarter of 1999, $59.7 million (8.64%) in the third quarter of 1998, $384.7 million (6.63%) in the nine months of 1999 and $162.1 million (8.21%) in the nine months of 1998. Both the significant increases in investment income and the decreases in the related yields in 1999 as compared with 1998 principally resulted from the Acquisition. The invested assets associated with the Acquisition included high-grade corporate, government and government/agency bonds and cash and short-term investments, which are generally lower yielding than a significant portion of the invested assets that comprise the remainder of the Company's portfolio. On a pro forma basis, assuming the Acquisition had been consummated on January 1, 1998, the yield on related average invested assets would have been 6.73% and 6.48% in the third quarter and nine months of 1998, respectively. 14 Investment income and related yields in all periods also reflect the Company's investments in limited partnerships. Partnership income decreased to $1.2 million (a yield of 7.53% on related average assets of $61.5 million) in the third quarter of 1999, from $4.1 million (a yield of 133.98% on related average assets of $12.2 million) in the third quarter of 1998. For the nine months, partnership income amounted to $5.8 million (a yield of 15.12% on related average assets of $51.5 million) in 1999, compared with $10.7 million (a yield of 105.21% on related average assets of $14.0 million) in 1998. Partnership income is based upon cash distributions received from limited partnerships, the operations of which the Company does not influence. Consequently, such income is not predictable and there can be no assurance that the Company will realize comparable levels of such income in the future. Total interest expense equaled $77.8 million in the third quarter of 1999 and $35.7 million in the third quarter of 1998. For the nine months, interest expense aggregated $283.4 million in 1999, compared with $101.7 million in 1998. The average rate paid on all interest-bearing liabilities was 4.80% in the third quarter of 1999, compared with 5.66% in the third quarter of 1998. For the nine months, the average rate paid on all interest-bearing liabilities was 4.99% for 1999 and 5.49% for 1998. Interest-bearing liabilities averaged $6.49 billion during the third quarter of 1999, $2.52 billion during the third quarter of 1998, $7.58 billion during the nine months of 1999 and $2.47 billion during the nine months of 1998. Total interest expense in 1999 and related average rates paid reflect the effects of the Acquisition. On a pro forma basis, assuming the Acquisition had been consummated on January 1, 1998, the average rate paid on all interest-bearing liabilities would have been 5.35% and 5.28% and interest-bearing liabilities would have averaged $7.49 billion and $7.99 billion in the third quarter and nine months of 1998, respectively. The decreases in the overall rates paid in 1999 result primarily from a generally lower interest rate environment in 1999. GROWTH IN AVERAGE INVESTED ASSETS since 1998 largely resulted from the impact of the Acquisition. Changes in average invested assets also reflect sales of fixed annuities and the fixed account options of the Company's variable annuity products ("Fixed Annuity Premiums"), and renewal premiums on its universal life product ("UL Premiums") acquired in the Acquisition, partially offset by net exchanges from fixed accounts into the separate accounts of variable annuity contracts. Since September 30, 1998, Fixed Annuity Premiums and UL Premiums have aggregated $1.96 billion. Fixed Annuity Premiums and UL Premiums totaled $568.5 million in the third quarter of 1999, $466.0 million in the third quarter of 1998, $1.61 billion in the nine months of 1999 and $1.25 billion in the nine months of 1998 and are largely premiums for the fixed accounts of variable annuities. Such premiums have increased principally because of greater customer allocation of new premium dollars to the fixed account options of variable products, resulting in greater inflows into the one-year and six-month fixed accounts of these products, which are used for dollar-cost averaging into the variable accounts. Accordingly, the Company anticipates that it will see a large portion of these premiums transferred into the variable funds. On an annualized basis, these premiums represent 29%, 88%, 28% and 80%, respectively, of the related reserve balances at the beginning of the respective periods. These decreases in 1999 premiums when expressed as a percentage of related reserve balances result from the impact of the Acquisition. When premium and reserve balances resulting from the Acquisition are excluded, the resulting premiums represent 87% and 96% of beginning fixed annuity reserve balances in the third quarter and nine months of 1999, respectively. 15 There were no guaranteed investment contract ("GIC") premiums in 1999 or 1998. GIC surrenders and maturities totaled $5.5 million in the third quarter of 1999, $24.0 million in the third quarter of 1998, $14.8 million in the nine months of 1999 and $32.2 million in the nine months of 1998. The Company does not actively market GICs; consequently, premiums and surrenders may vary substantially from period to period. The GICs issued by the Company generally guarantee the payment of principal and interest at fixed or variable rates for a term of three to five years. GICs that are purchased by banks for their long-term portfolios or state and local governmental entities either prohibit withdrawals or permit scheduled book value withdrawals subject to the terms of the underlying indenture or agreement. GICs purchased by asset management firms for their short-term portfolios either prohibit withdrawals or permit withdrawals with notice ranging from 90 to 270 days. In pricing GICs, the Company analyzes cash flow information and prices accordingly so that it is compensated for possible withdrawals prior to maturity. NET REALIZED INVESTMENT LOSSES totaled $10.6 million in the third quarter of 1999, compared to $6.4 million in the third quarter of 1998 and include impairment writedowns of $3.0 million and $10.9 million, respectively. Thus, net losses from sales and redemptions of investments totaled $7.6 million in the third quarter of 1999 and net gains from sales and redemptions of investments totaled $4.5 million in the third quarter of 1998. For the nine months, net realized investment losses totaled $17.4 million in 1999, compared with $1.5 million in 1998 and include impairment writedowns of $5.0 million and $13.1 million, respectively. Thus, for the nine months, net losses from sales and redemptions of investments totaled $12.4 million in 1999, compared with $11.7 million of gains realized on the sales and redemptions of investments in 1998. The Company sold or redeemed invested assets, principally bonds and notes, aggregating $1.31 billion in the third quarter of 1999, $651.6 million in the third quarter of 1998, $3.49 billion in the nine months of 1999 and $1.64 billion in the nine months of 1998. Sales of investments result from the active management of the Company's investment portfolio, including assets received as part of the Acquisition. Because redemptions of investments are generally involuntary and sales of investments are made in both rising and falling interest rate environments, net gains and losses from sales and redemptions of investments fluctuate from period to period, and represent 0.46%, 0.65%, 0.21% and 0.59% of average invested assets in the third quarter of 1999, the third quarter of 1998, the nine months of 1999 and the nine months of 1998, respectively. Active portfolio management involves the ongoing evaluation of asset sectors, individual securities within the investment portfolio and the reallocation of investments from sectors that are perceived to be relatively overvalued to sectors that are perceived to be relatively undervalued. The intent of the Company's active portfolio management is to maximize total returns on the investment portfolio, taking into account credit, option, liquidity and interest-rate risk. Impairment writedowns represent provisions applied to bonds in 1999 and 1998. On an annualized basis, impairment writedowns represent 0.18%, 1.58%, 0.09% and 0.67% of average invested assets in the third quarter of 1999, the third quarter of 1998, the nine months of 1999 and the nine months of 1998, respectively. For the twenty quarters beginning October 1, 1994, impairment writedowns as an annualized percentage of average invested assets have ranged up to 3.06% and have averaged 0.51%. Such writedowns are based upon estimates of the net realizable value of the applicable assets. Actual realization will be dependent upon future events. 16 VARIABLE ANNUITY FEES are based on the market value of assets in separate accounts supporting variable annuity contracts. Such fees totaled $79.4 million in the third quarter of 1999 and $55.4 million in the third quarter of 1998. For the nine months, variable annuity fees totaled $220.6 million in 1999, compared with $156.5 million in 1998. The increased fees in 1999 reflect growth in average variable annuity assets, principally due to the receipt of variable annuity premiums, net exchanges into the separate accounts from the fixed accounts of variable annuity contracts and increased market values, partially offset by surrenders. On an annualized basis, variable annuity fees represent 2% of average variable annuity assets in all periods presented. Variable annuity assets averaged $16.61 billion during the third quarter of 1999 and $11.65 billion during the third quarter of 1998. For the nine months, variable annuity assets averaged $15.55 billion in 1999, compared with $11.13 billion in 1998. Variable annuity premiums, which exclude premiums allocated to the fixed accounts of variable annuity products, aggregated $1.70 billion since September 30, 1998. Variable annuity premiums totaled $389.5 million and $463.1 million in the third quarters of 1999 and 1998, respectively. For the nine months, variable annuity premiums totaled $1.34 billion in 1999 and $1.39 billion in 1998. On an annualized basis, these amounts represent 9%, 15%, 13% and 19% of variable annuity reserves at the beginning of the respective periods. Transfers from the fixed accounts of the Company's variable annuity products to the separate accounts (see "Growth in Average Invested Assets") are not classified in variable annuity premiums (in accordance with generally accepted accounting principles). Accordingly, changes in variable annuity premiums are not necessarily indicative of the ultimate allocation by customers among fixed and variable account options of the Company's variable annuity products. Sales of variable annuity products (which include premiums allocated to the fixed accounts) ("Variable Annuity Product Sales") amounted to $913.1 million, $929.0 million, $2.83 billion and $2.64 billion in the third quarters of 1999 and 1998 and nine months of 1999 and 1998, respectively. Variable Annuity Product Sales primarily reflect sales of the Company's flagship variable annuity line, Polaris. The Polaris products are multimanager variable annuities that offer investors a choice of more than 25 variable funds and a number of guaranteed fixed-rate funds. Increases in Variable Annuity Product Sales are due, in part, to market share gains through enhanced distribution efforts and consumer demand for flexible retirement savings products that offer a variety of equity, fixed income and guaranteed fixed account investment choices. The Company has encountered increased competition in the variable annuity marketplace during recent years and anticipates that the market will remain highly competitive for the foreseeable future. Also, from time to time, Federal initiatives are proposed that could affect the taxation of variable annuities and annuities generally (See "Regulation"). NET RETAINED COMMISSIONS are primarily derived from commissions on the sales of nonproprietary investment products by the Company's broker-dealer subsidiaries, after deducting the substantial portion of such commissions that is passed on to registered representatives. Net retained commissions totaled $12.5 million in the third quarter of 1999 and $12.8 million in the third quarter of 1998. For the nine months, net retained commissions amounted to $38.7 million and $38.1 million in 1999 and 1998, respectively. Broker-dealer sales (mainly sales of general securities, mutual funds and annuities) totaled $2.90 billion in the third quarter of 1999, $3.19 billion in the third quarter of 1998, $10.05 billion in the nine months of 1999 and $10.54 billion in the nine months of 1998. Fluctuations in net retained commissions may not be proportionate to fluctuations in sales primarily due to changes in sales mix. 17 ASSET MANAGEMENT FEES, which include investment advisory fees and 12b-1 distribution fees, are based on the market value of assets managed in mutual funds by SunAmerica Asset Management Corp. Such fees totaled $10.9 million on average assets managed of $3.48 billion in the third quarter of 1999 and $7.8 million on average assets managed of $2.44 billion in the third quarter of 1998. For the nine months, asset management fees totaled $30.6 million on average assets managed of $3.21 billion in 1999, compared with $22.7 million on average assets managed of $2.36 billion in 1998. Asset management fees are not necessarily proportionate to average assets managed, principally due to changes in product mix. Sales of mutual funds, excluding sales of money market accounts, have aggregated $1.22 billion since September 30, 1998. Mutual fund sales totaled $354.4 million in the third quarter of 1999 and $252.3 million in the third quarter of 1998. For the nine months, mutual fund sales amounted to $1.00 billion in 1999 and $687.8 million in 1998. The increases in sales in 1999 resulted in part from increased sales of the Company's "Style Select Series" product and the introduction in June 1998 of the "Dogs" of Wall Street fund. The "Style Select Series" is a group of mutual funds that are each managed by three industry-recognized fund managers. The "Dogs" of Wall Street fund contains 30 large capitalization value stocks that are selected by strict criteria. Sales of these products totaled $243.6 million in the third quarter of 1999, $185.4 million in the third quarter of 1998, $683.5 million in the nine months of 1999 and $501.0 million in the nine months of 1998. Redemptions of mutual funds, excluding redemptions of money market accounts, amounted to $137.4 million in the third quarter of 1999, $89.2 million in the third quarter of 1998, $420.9 million in the nine months of 1999 and $310.5 million in the nine months of 1998, which, annualized, represent 15.8%, 14.6%, 17.5% and 17.6%, respectively, of average related mutual fund assets. UNIVERSAL LIFE INSURANCE FEES result from the acquisition of universal life insurance contract reserves and the ongoing receipt of renewal premiums on such contracts, and comprise mortality charges, up-front fees earned on premiums received and administrative fees on such contracts. Universal life insurance fees amounted to $4.2 million and $17.9 million in the third quarter and nine months of 1999, respectively. Such fees annualized represent 3.78% and 4.16% of average reserves for universal life insurance contracts for the third quarter and nine months of 1999, respectively. Since the Acquisition occurred on December 31, 1998, there were no such fees earned in 1998. SURRENDER CHARGES on fixed and variable annuity contracts and universal life contracts totaled $4.2 million in the third quarter of 1999 (including a $0.1 million year-to-date adjustment attributable to the Acquisition) and $2.1 million in the third quarter of 1998. For the nine months, such surrender charges totaled $12.9 million in 1999 (including $1.5 million attributable to the Acquisition) and $6.1 million in 1998. Surrender charges generally are assessed on withdrawals at declining rates during the first seven years of a contract. Withdrawal payments in the third quarter totaled $1.5 billion in 1999 (including $1.1 billion attributable to the Acquisition), compared with $265.4 million in 1998. For the nine months, withdrawal payments totaled $2.4 billion in 1999 (including $1.3 billion attributable to the Acquisition) and $875.3 million in 1998. Annualized, these payments when expressed as a percentage of average fixed and variable annuity and universal life reserves represent 27.4% (20.4% attributable to the Acquisition), 7.8% 14.3% (8.0% attributable to the Acquisition) and 8.9% for the third quarters of 1999 and 1998 and nine months of 1999 and 1998, respectively. The very high surrenders in the acquisition block of business occurred because July 1, 1999 was the first time since 1991 that these policyholders were able to surrender their policies without a moratorium fee. Consistent with the assumptions used in connection with the Acquisition, management anticipates that the level of withdrawal rates in 18 this block of business will continue to be relatively high for the rest of 1999. Excluding the effects of the Acquisition, withdrawal payments represent 6.9% and 6.3% in the third quarter and nine months of 1999, respectively, of related average fixed and variable annuity reserves. Withdrawals include variable annuity withdrawals from the separate accounts totaling $344.0 million (8.3% of average variable annuity reserves), $225.7 million (7.8% of average variable annuity reserves), $947.9 million (8.1% of average variable annuity reserves) and $733.0 million (8.8% of average variable annuity reserves) in the third quarters of 1999 and 1998 and the nine months of 1999 and 1998, respectively. GENERAL AND ADMINISTRATIVE EXPENSES totaled $27.6 million in the third quarter of 1999 and $24.5 million in the third quarter of 1998. For the nine months, general and administrative expenses totaled $105.6 million in 1999 and $73.1 million in 1998. The increases in 1999 over 1998 principally reflect the increased costs related to the business acquired in the Acquisition and expenses related to servicing the Company's growing block of variable annuity policies. General and administrative expenses remain closely controlled through a company-wide cost containment program and continue to represent less than 1% of average total assets. AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $29.2 million (including a $(0.6) million year-to-date adjustment attributable to the Acquisition) in the third quarter of 1999, compared with $12.2 million in the third quarter of 1998. For the nine months, such amortization totaled $85.1 million (including $6.6 million attributable to the Acquisition) in 1999 and $55.5 million in 1998. The increases in amortization during 1999 were also due to additional fixed and variable annuity and mutual fund sales and the subsequent amortization of related deferred commissions and other direct selling costs. ANNUAL COMMISSIONS represent renewal commissions paid quarterly in arrears to maintain the persistency of certain of the Company's variable annuity contracts. Substantially all of the Company's currently available variable annuity products allow for an annual commission payment option in return for a lower immediate commission. Annual commissions totaled $11.6 million in the third quarter of 1999, compared with $5.5 million in the third quarter of 1998. For the nine months, annual commissions amounted to $29.8 million in 1999 and $14.7 million in 1998. The increases in annual commissions in 1999 reflect increased sales of annuities that offer this commission option and gradual expiration of the initial fifteen-month periods before such payments begin. The Company estimates that over 55% of its variable annuity product liabilities are currently subject to such annual commissions. Based on current sales, this portion is expected to increase in future periods. INCOME TAX EXPENSE totaled $21.0 million in the third quarter of 1999, compared with $16.2 million in 1998 and $67.9 million in the nine months of 1999, compared with $47.7 million in the nine months of 1998, representing effective annualized tax rates of 32%, 30%, 35% and 34%, respectively. 19 FINANCIAL CONDITION AND LIQUIDITY SHAREHOLDER'S EQUITY increased by 11.7% to $834.6 million at September 30, 1999 from $747.0 million at December 31, 1998, due principally to $128.3 million of net income recorded in 1999, partially offset by a $95.0 million increase in accumulated other comprehensive loss. In addition, the Company received a $54.3 million capital contribution from the Parent (see Note 3 of Notes to Consolidated Financial Statements). INVESTED ASSETS at September 30, 1999 totaled $6.14 billion, compared with $8.31 billion at December 31, 1998. The Company manages most of its invested assets internally. The Company's general investment philosophy is to hold fixed-rate assets for long-term investment. Thus, it does not have a trading portfolio. However, the Company has determined that all of its portfolio of bonds, notes and redeemable preferred stocks (the "Bond Portfolio") is available to be sold in response to changes in market interest rates, changes in relative value of asset sectors and individual securities, changes in prepayment risk, changes in the credit quality outlook for certain securities, the Company's need for liquidity and other similar factors. THE BOND PORTFOLIO, which constituted 77% of the Company's total investment portfolio at September 30, 1999, had an amortized cost that was $177.4 million greater than its aggregate fair value at September 30, 1999, compared with an excess of $3.9 million at December 31, 1998. The net unrealized losses on the Bond Portfolio in 1999 principally reflect the recent increase in prevailing interest rates and the corresponding effect on the fair value of the Bond Portfolio at September 30, 1999. At September 30, 1999, the Bond Portfolio (excluding $4.4 million of redeemable preferred stocks) included $4.40 billion of bonds rated by Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"), Duff & Phelps Credit Rating Co. ("DCR"), Fitch Investors Service, L.P. ("Fitch") or the National Association of Insurance Commissioners ("NAIC"), and $320.2 million of bonds rated by the Company pursuant to statutory ratings guidelines established by the NAIC. At September 30, 1999, approximately $4.36 billion of the Bond Portfolio was investment grade, including $1.49 billion of U.S. government/agency securities and mortgage-backed securities ("MBSs"). At September 30, 1999, the Bond Portfolio included $358.4 million of bonds that were not investment grade. These non-investment-grade bonds accounted for 1.5% of the Company's total assets and 5.8% of its invested assets. Non-investment-grade securities generally provide higher yields and involve greater risks than investment-grade securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment-grade issuers. In addition, the trading market for these securities is usually more limited than for investment-grade securities. The Company had no material concentrations of non-investment-grade securities at September 30, 1999. The table on the following page summarizes the Company's rated bonds by rating classification as of September 30, 1999. 20 RATED BONDS BY RATING CLASSIFICATION (Dollars in thousands) Issues not rated by S&P/Moody's/ Issues Rated by S&P/Moody's/DCR/Fitch DCR/Fitch, by NAIC Category Total - ------------------------------------------------ ----------------------------------- ----------------------- S&P/(Moody's) Estimated NAIC Estimated Estimated Percent of [DCR] {Fitch} Amortized fair category Amortized fair Amortized fair invested category (1) cost value (2) cost value cost value assets - ------------------- ---------- ---------- --------- ---------- ---------- ---------- ---------- ----------- AAA+ to A- (Aaa to A3) [AAA to A-] {AAA to A-} . . . $3,172,428 $3,050,319 1 $ 410,318 $ 406,942 $3,582,746 $3,457,261 56.29% BBB+ to BBB- (Baal to Baa3) [BBB+ to BBB-] {BBB+ to BBB-}. . 708,451 686,836 2 220,641 217,204 929,092 904,040 14.72 BB+ to BB- (Ba1 to Ba3) [BB+ to BB-] {BB+ to BB-}. . . 48,840 44,724 3 100 82 48,940 44,806 0.73 B+ to B- (B1 to B3) [B+ to B-] {B+ to B-}. . . . 296,330 281,139 4 19,101 13,452 315,431 294,591 4.80 CCC+ to C (Caa to C) [CCC] {CCC+ to C-}. . . 12,648 11,296 5 7,837 7,409 20,485 18,705 0.30 CI to D [DD] {D} . . . . . . . 350 200 6 133 133 483 333 0.01 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL RATED ISSUES. $4,239,047 $4,074,514 $ 658,130 $ 645,222 $4,897,177 $4,719,736 ========== ========== ========== ========== ========== ========== <FN> Footnotes appear on the following page. 21 Footnotes to the table of Rated Bonds by Rating Classification ----------------------------------------------------------------------- (1) S&P and Fitch rate debt securities in rating categories ranging from AAA (the highest) to D (in payment default). A plus (+) or minus (-) indicates the debt's relative standing within the rating category. A security rated BBB- or higher is considered investment grade. Moody's rates debt securities in rating categories ranging from Aaa (the highest) to C (extremely poor prospects of ever attaining any real investment standing). The number 1, 2 or 3 (with 1 the highest and 3 the lowest) indicates the debt's relative standing within the rating category. A security rated Baa3 or higher is considered investment grade. DCR rates debt securities in rating categories ranging from AAA (the highest) to DD (in payment default). A plus (+) or minus (-) indicates the debt's relative standing within the rating category. A security rated BBB- or higher is considered investment grade. Issues are categorized based on the highest of the S&P, Moody's, DCR and Fitch ratings if rated by multiple agencies. (2) Bonds and short-term promissory instruments are divided into six quality categories for NAIC rating purposes, ranging from 1 (highest) to 5 (lowest) for nondefaulted bonds plus one category, 6, for bonds in or near default. These six categories correspond with the S&P/Moody's/DCR/Fitch rating groups listed above, with categories 1 and 2 considered investment grade. The NAIC categories include $320.2 million of assets that were rated by the Company pursuant to applicable NAIC rating guidelines. 22 Senior secured loans ("Secured Loans") are included in the Bond Portfolio and aggregated $399.2 million at September 30, 1999. Secured Loans are senior to subordinated debt and equity and are secured by assets of the issuer. At September 30, 1999, Secured Loans consisted of $92.1 million of publicly traded securities and $307.1 million of privately traded securities. These Secured Loans are composed of loans to 71 borrowers spanning 17 industries, with 16% of these assets concentrated in utilities and 12% concentrated in financial institutions. No other industry concentration constituted more than 7% of these assets. While the trading market for the Company's privately traded Secured Loans is more limited than for publicly traded issues, management believes that participation in these transactions has enabled the Company to improve its investment yield. As a result of restrictive financial covenants, these Secured Loans involve greater risk of technical default than do publicly traded investment-grade securities. However, management believes that the risk of loss upon default for these Secured Loans is mitigated by such financial covenants and the collateral values underlying the Secured Loans. The Company's Secured Loans are rated by S&P, Moody's, DCR, Fitch, the NAIC or by the Company, pursuant to comparable statutory rating guidelines established by the NAIC. MORTGAGE LOANS aggregated $689.1 million at September 30, 1999 and consisted of 140 commercial first mortgage loans with an average loan balance of approximately $4.9 million, collateralized by properties located in 29 states. Approximately 36% of this portfolio was office, 17% was multifamily residential, 10% was hotels, 9% was manufactured housing, 9% was industrial, 5% was retail and 14% was other types. At September 30, 1999, 35% and 11% of this portfolio were secured by properties located in California and New York, respectively, and no more than 8% of this portfolio was secured by properties located in any other single state. At September 30, 1999, there were 10 mortgage loans with outstanding balances of $10 million or more, which loans collectively aggregated approximately 30% of this portfolio. At September 30, 1999, approximately 32% of the mortgage loan portfolio consisted of loans with balloon payments due before October 1, 2002. During 1999 and 1998, loans delinquent by more than 90 days, foreclosed loans and restructured loans have not been significant in relation to the total mortgage loan portfolio. At September 30, 1999, approximately 13% of the mortgage loans were seasoned loans underwritten to the Company's standards and purchased at or near par from other financial institutions. Such loans generally have higher average interest rates than loans that could be originated today. The balance of 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 strict underwriting standards utilized, the Company believes that it has prudently managed the risk attributable to its mortgage loan portfolio while maintaining attractive yields. PARTNERSHIP INVESTMENTS totaled $57.5 million at September 30, 1999, constituting investments in 10 separate partnerships with an average size of approximately $5.7 million. These partnerships are accounted for by using the cost method of accounting and are managed by independent money managers that invest in a broad selection of equity and fixed-income securities, currently including approximately 659 separate issuers. The risks generally 23 associated with partnerships include those related to their underlying investments (i.e., equity securities and debt securities), plus a level of illiquidity, which is mitigated to some extent by the existence of contractual termination provisions. OTHER INVESTED ASSETS aggregated $118.7 million at September 30, 1999, compared with $15.2 million at December 31, 1998, and include $106.5 million of seed money for mutual funds used as investment vehicles for the Company's variable annuity separate accounts and $12.2 million of collateralized bond obligations. ASSET-LIABILITY MATCHING is utilized by the Company to minimize the risks of interest rate fluctuations and disintermediation. The Company believes that its fixed-rate liabilities should be backed by a portfolio principally composed of fixed-rate investments that generate predictable rates of return. The Company does not have a specific target rate of return. Instead, its rates of return vary over time depending on the current interest rate environment, the slope of the yield curve, the spread at which fixed-rate investments are priced over the yield curve, and general economic conditions. Its portfolio strategy is constructed with a view to achieve adequate risk-adjusted returns consistent with its investment objectives of effective asset-liability matching, liquidity and safety. The Company's fixed-rate products incorporate surrender charges or other restrictions in order to encourage persistency. Approximately 45% of the Company's fixed annuity, universal life and GIC reserves had surrender penalties or other restrictions at September 30, 1999. As part of its asset-liability matching discipline, the Company conducts detailed computer simulations that model its fixed-rate assets and liabilities under commonly used stress-test interest rate scenarios. With the results of these computer simulations, the Company can measure the potential gain or loss in fair value of its interest-rate sensitive instruments and seek to protect its economic value and achieve a predictable spread between what it earns on its invested assets and what it pays on its liabilities by designing its fixed-rate products and conducting its investment operations to closely match the duration of the fixed-rate assets to that of its fixed-rate liabilities. The Company's fixed-rate assets include: cash and short-term investments; bonds, notes and redeemable preferred stocks; mortgage loans; and investments in limited partnerships that invest primarily in fixed-rate securities and are accounted for by using the cost method. At September 30, 1999, these assets had an aggregate fair value of $5.63 billion with a duration of 3.2. The Company's fixed-rate liabilities include fixed annuity, GIC and universal life reserves and subordinated notes. At September 30, 1999, these liabilities had an aggregate fair value (determined by discounting future contractual cash flows by related market rates of interest) of $5.75 billion with a duration of 3.6. The Company's potential exposure due to a relative 10% decrease in prevailing interest rates from their September 30, 1999 levels is a loss of approximately $16.8 million in the fair value of its fixed-rate liabilities that is not offset by an increase in the fair value of its fixed-rate assets. Because the Company actively manages its assets and liabilities and has strategies in place to minimize its exposure to loss as interest rate changes occur, it expects that actual losses would be less than the estimated potential loss. Duration is a common option-adjusted measure for the price sensitivity of a fixed-maturity portfolio to changes in interest rates. It measures the approximate percentage change in the market value of a portfolio if interest rates change by 100 basis points, recognizing the changes in cash flows resulting from embedded options such as policy surrenders, investment prepayments and bond calls. It also incorporates the assumption that the 24 Company will continue to utilize its existing strategies of pricing its fixed annuity, universal life and GIC products, allocating its available cash flow amongst its various investment portfolio sectors and maintaining sufficient levels of liquidity. Because the calculation of duration involves estimation and incorporates assumptions, potential changes in portfolio value indicated by the portfolio's duration will likely be different from the actual changes experienced under given interest rate scenarios, and the differences may be material. As a component of its asset and liability management strategy, the Company utilizes interest rate swap agreements ("Swap Agreements") to match assets more closely to liabilities. Swap Agreements are agreements to exchange with a counterparty interest rate payments of differing character (for example, variable-rate payments exchanged for fixed-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company typically utilizes Swap Agreements to create a hedge that effectively converts floating-rate assets and liabilities into fixed-rate instruments. At September 30, 1999, the Company had one outstanding Swap Agreement with a notional principal amount of $21.5 million. This agreement matures in December 2024. The Company also seeks to provide liquidity from time to time by using reverse repurchase agreements ("Reverse Repos") and by investing in MBSs. It also seeks to enhance its spread income by using Reverse Repos. Reverse Repos involve a sale of securities and an agreement to repurchase the same securities at a later date at an agreed upon price and are generally over-collateralized. MBSs are generally investment-grade securities collateralized by large pools of mortgage loans. MBSs generally pay principal and interest monthly. The amount of principal and interest payments may fluctuate as a result of prepayments of the underlying mortgage loans. There are risks associated with some of the techniques the Company uses to provide liquidity, enhance its spread income and match its assets and liabilities. The primary risk associated with the Company's Reverse Repos and Swap Agreements is counterparty risk. The Company believes, however, that the counterparties to its Reverse Repos and Swap Agreements are financially responsible and that the counterparty risk associated with those transactions is minimal. It is the Company's policy that these agreements are entered into with counterparties who have a debt rating of A/A2 or better from both S&P and Moody's. The Company continually monitors its credit exposure with respect to these agreements. In addition to counterparty risk, Swap Agreements also have interest rate risk. However, the Company's Swap Agreements typically hedge variable-rate assets or liabilities, and interest rate fluctuations that adversely affect the net cash received or paid under the terms of a Swap Agreement would be offset by increased interest income earned on the variable-rate assets or reduced interest expense paid on the variable-rate liabilities. The primary risk associated with MBSs is that a changing interest rate environment might cause prepayment of the underlying obligations at speeds slower or faster than anticipated at the time of their purchase. As part of its decision to purchase an MBS, the Company assesses the risk of prepayment by analyzing the security's projected performance over an array of interest-rate scenarios. Once an MBS is purchased, the Company monitors its actual prepayment experience monthly to reassess the relative attractiveness of the security with the intent to maximize total return. INVESTED ASSETS EVALUATION is routinely conducted by the Company. Management identifies monthly those investments that require additional monitoring and carefully reviews the carrying values of such investments at least quarterly to determine whether specific investments should be placed 25 on a nonaccrual basis and to determine declines in value that may be other than temporary. In making these reviews for bonds, management principally considers the adequacy of any collateral, compliance with contractual covenants, the borrower's recent financial performance, news reports and other externally generated information concerning the creditor's affairs. In the case of publicly traded bonds, management also considers market value quotations, if available. For mortgage loans, management generally considers information concerning the mortgaged property and, among other things, factors impacting the current and expected payment status of the loan and, if available, the current fair value of the underlying collateral. For investments in partnerships, management reviews the financial statements and other information provided by the general partners. The carrying values of investments that are determined to have declines in value that are other than temporary are reduced to net realizable value and, in the case of bonds, no further accruals of interest are made. The provisions for impairment on mortgage loans are based on losses expected by management to be realized on transfers of mortgage loans to real estate, on the disposition and settlement of mortgage loans and on mortgage loans that management believes may not be collectible in full. Accrual of interest is suspended when principal and interest payments on mortgage loans are past due more than 90 days. DEFAULTED INVESTMENTS, comprising all investments that are in default as to the payment of principal or interest, totaled $1.2 million ($0.7 million of mortgage loans and $0.5 million of bonds) at September 30, 1999, and constituted less than 0.1% of total invested assets. At December 31, 1998, defaulted investments totaled $0.7 million of mortgage loans, and constituted less than 0.1% of total invested assets. SOURCES OF LIQUIDITY are readily available to the Company in the form of the Company's existing portfolio of cash and short-term investments, Reverse Repo capacity on invested assets and, if required, proceeds from invested asset sales. At September 30, 1999, approximately $751.5 million of the Company's Bond Portfolio had an aggregate unrealized gain of $12.8 million, while approximately $3.97 billion of the Bond Portfolio had an aggregate unrealized loss of $190.3 million. In addition, the Company's investment portfolio currently provides approximately $56.3 million of monthly cash flow from scheduled principal and interest payments. Historically, cash flows from operations and from the sale of the Company's annuity and GIC products have been more than sufficient in amount to satisfy the Company's liquidity needs. As the Company anticipated, liquidity needs were unusually high this past quarter due to the Acquisition, as they will be for the next quarter. Short-term investments were sold as needed to satisfy these current cash requirements. Management is aware that prevailing market interest rates may shift significantly and has strategies in place to manage either an increase or decrease in prevailing rates. In a rising interest rate environment, the Company's average cost of funds would increase over time as it prices its new and renewing annuities and GICs to maintain a generally competitive market rate. Management would seek to place new funds in investments that were matched in duration to, and higher yielding than, the liabilities assumed. The Company believes that liquidity to fund withdrawals would be available through incoming cash flow, the sale of short-term or floating-rate instruments or Reverse Repos on the Company's substantial MBS segment of the Bond Portfolio, thereby avoiding the sale of fixed-rate assets in an unfavorable bond market. In a declining rate environment, the Company's cost of funds would decrease over time, reflecting lower interest crediting rates on its fixed 26 annuities and GICs. Should increased liquidity be required for withdrawals, the Company believes that a significant portion of its investments could be sold without adverse consequences in light of the general strengthening that would be expected in the bond market. YEAR 2000 The Company initiated its strategy to deal with the year 2000 challenge in 1997. At that time, many of the computer systems and applications upon which the Company relied in its daily operations were not year 2000 compliant. This means that because they historically used only two digits to identify the year in a date, they were unable to distinguish dates in the "2000s" from dates in the "1900s". The Company has incurred approximately $9.9 million of programming costs to make necessary repairs of certain specific non-compliant systems. In addition, the Company's parent has made capital expenditures of approximately $9.2 million on the Company's behalf to replace certain other specific non-compliant systems, the amortization of which will be fully allocated to the Company over future periods. The Company does not expect to incur significant additional costs because the repair or replacement of substantially all systems has been completed as of September 30, 1999. Further, testing of both the repaired and replaced systems has been substantially completed as of September 30, 1999. Nevertheless, the Company will continue to test all of its computer systems and applications throughout 1999 to ensure continued compliance. In addition, the Company has distributed a year 2000 questionnaire to those third parties with which it has significant interaction. These include suppliers, distributors, facilitators, fund managers, lessors and financial institutions. The questionnaire is designed to enable the Company to evaluate these third parties' year 2000 compliance plans and state of readiness and to determine the extent to which the Company's systems and applications may be affected by the failure of others to remedy their own year 2000 issues. To date, however, the Company has received only inconclusive feedback from such parties and has not independently confirmed any information received from them. Therefore, there can be no assurance that such parties will complete their year 2000 conversions in a timely fashion or will not suffer a year 2000 business disruption that may adversely affect the Company's financial condition and results of operations. Although the Company's efforts to remedy year 2000 issues are expected to be completed prior to any potential disruption to the Company's business, the Company is developing several contingency plans to implement in the event that the transition to the year 2000 becomes difficult. The discussion above contains forward-looking statements. Such statements are based on the Company's current estimates, assumptions and opinions, and are subject to various uncertainties that could cause the actual results to differ materially from the Company's expectations. Such uncertainties include, among others, costs to be incurred, the success of the Company in identifying systems and applications that are not year 2000 compliant, the nature and amount of programming required to upgrade or replace each of the affected systems and applications, the availability of qualified personnel, consultants and other resources, and the success of the year 2000 conversion efforts of significant third parties. 27 REGULATION The Company is subject to regulation and supervision by the insurance regulatory agencies of the states in which it is authorized to transact business. State insurance laws establish supervisory agencies with broad administrative and supervisory powers. Principal among these powers are granting and revoking licenses to transact business, regulating marketing and other trade practices, operating guaranty associations, licensing agents, approving policy forms, regulating certain premium rates, regulating insurance holding company systems, establishing reserve and valuation requirements, including risk based capital measurements, prescribing the form and content of required financial statements and reports, performing financial, market conduct and other examinations, determining the reasonableness and adequacy of statutory capital and surplus, defining acceptable accounting principles, regulating the type, valuation and amount of investments permitted, and limiting the amount of dividends that can be paid and the size of transactions that can be consummated without first obtaining regulatory approval. In general, such regulation is for the protection of policyholders rather than security holders. Insurance companies, including the Company, are subject to laws and regulations designed to reduce the risk of insolvencies and market conduct violations including investment reserve requirements and risk-based capital ("RBC") standards. The NAIC and many states are also in the process of developing and adopting a codification of insurance accounting principles and new investment standards. The NAIC is also developing model laws or regulations relating to, among other things, product design, product reserving standards and illustrations for annuity products. The Company is monitoring developments in this area and the effects any changes would have on the Company. The RBC standards consist of formulas which establish capital requirements relating to insurance, business, assets 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 Company has more than enough statutory capital to meet the NAIC's RBC requirements as of the most recent calendar year end. The State of Arizona has adopted these RBC standards and the Company is in compliance with such laws. Further, for statutory reporting purposes, the annuity reserves of the Company are calculated in accordance with statutory requirements and are adequate under current cash-flow testing models. Federal legislation has been recently enacted allowing combinations between insurance companies, banks and other entities. It is not yet known what effect this legislation will have on insurance companies. In addition, from time to time, Federal initiatives are proposed that could affect the Company's businesses. Such initiatives include employee benefit plan regulations and tax law changes affecting the taxation of insurance companies and the tax treatment of insurance and other investment products. Proposals made in recent years to limit the tax deferral of annuities or otherwise modify the tax rules related to the treatment of annuities have not been enacted. While certain of the proposals, if implemented, could have an adverse effect on the Company's sales of affected products, and, consequently, on its results of operations, the Company believes these proposals have a small likelihood of being enacted, because they would discourage retirement savings and there is strong public and industry opposition to them. SunAmerica Asset Management Corp., a subsidiary of the Company, is registered with the SEC as an investment adviser under the Investment 28 Advisers Act of 1940. The mutual funds that it markets are subject to regulation under the Investment Company Act of 1940. SunAmerica Asset Management Corp. and the mutual funds are subject to regulation and examination by the SEC. In addition, variable annuities and the related separate accounts of the Company are subject to regulation by the SEC under the Securities Act of 1933 and the Investment Company Act of 1940. The Company's broker-dealer subsidiaries are subject to regulation and supervision by the states in which they transact business, as well as by the SEC and the National Association of Securities Dealers ("NASD"). The SEC and the NASD have broad administrative and supervisory powers relative to all aspects of business and may examine each subsidiary's business and accounts at any time. The SEC also has broad jurisdiction to oversee various activities of the Company and its other subsidiaries. 29 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The quantitative and qualitative disclosures about market risk are contained in the Asset-Liability Matching section of Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 24 and 25 herein. 30 ANCHOR NATIONAL LIFE INSURANCE COMPANY OTHER INFORMATION Item 1. Legal Proceedings ------------------ Not applicable. Item 2. Changes in Securities ----------------------- Not applicable. Item 3. Defaults Upon Senior Securities ---------------------------------- Not applicable. Item 4. Submissions of Matters to a Vote of Security Holders ------------------------------------------------------------ Not applicable. Item 5. Other Information ------------------ Not applicable. Item 6. Exhibits and Reports on Form 8-K ------------------------------------- EXHIBITS Exhibit No. Description - ----- ----------- 10(a) Subordinated Loan Agreement for Equity Capital dated August 9, 1999 between the Company's subsidiary, SunAmerica Capital Services Inc., and SunAmerica Inc. ("SAI"), defining SAI's rights with respect to the 8% notes due September 30, 2002. 27 Financial Data Schedule. REPORTS ON FORM 8-K There were no Current Reports on Form 8-K filed during the three months ended September 30, 1999. 31 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANCHOR NATIONAL LIFE INSURANCE COMPANY ------------------------------------------ Registrant Date: November 15, 1999 /s/ SCOTT L. ROBINSON - -------------------------- ------------------------ Scott L. Robinson Senior Vice President and Director (Principal Financial Officer) Date: November 15, 1999 /s/ N. SCOTT GILLIS - -------------------------- ---------------------- N. Scott Gillis Senior Vice President and Controller (Principal Accounting Officer) 32 ANCHOR NATIONAL LIFE INSURANCE COMPANY LIST OF EXHIBITS FILED Exhibit No. Description - ----- ----------- 10(a) Subordinated Loan Agreement for Equity Capital dated August 9, 1999 between the Company's subsidiary, SunAmerica Capital Services Inc., and SunAmerica Inc. ("SAI"), defining SAI's rights with respect to the 8% notes due September 30, 2002. 27 Financial Data Schedule 33