UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission File Number 1-6155 AMERICAN GENERAL FINANCE CORPORATION (Exact name of registrant as specified in its charter) Indiana 35-0416090 (State of incorporation) (I.R.S. Employer Identification No.) 601 N.W. Second Street, Evansville, IN 47708 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (812) 424-8031 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered 6-3/8% Senior Notes due March 1, 2003 New York Stock Exchange 8.45% Senior Notes due October 15, 2009 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]. Not applicable. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No X The registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format. As the registrant is an indirect wholly owned subsidiary of American International Group, Inc., none of the registrant's common stock is held by non-affiliates of the registrant. At March 14, 2003, there were 10,160,012 shares of the registrant's common stock, $.50 par value, outstanding. 2 TABLE OF CONTENTS Item Page Part I 1. Business . . . . . . . . . . . . . . . . . . . . . . 3 2. Properties . . . . . . . . . . . . . . . . . . . . . 24 3. Legal Proceedings . . . . . . . . . . . . . . . . . 24 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . * Part II 5. Market for Registrant's Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . 25 6. Selected Financial Data . . . . . . . . . . . . . . 25 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . 26 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . 45 8. Financial Statements and Supplementary Data . . . . 45 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . 86 Part III 10. Directors and Executive Officers of the Registrant . * 11. Executive Compensation . . . . . . . . . . . . . . . * 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . * 13. Certain Relationships and Related Transactions . . . * 14. Controls and Procedures . . . . . . . . . . . . . . 87 Part IV 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . . . 88 * Items 4, 10, 11, 12, and 13 are not included, as per conditions met by Registrant set forth in General Instructions I(1)(a) and (b) of Form 10-K. 3 PART I Item 1. Business. GENERAL American General Finance Corporation will be referred to as "AGFC" or collectively with its subsidiaries, whether directly or indirectly owned, as the "Company" or "we". AGFC was incorporated in Indiana in 1927 as successor to a business started in 1920. All of the common stock of AGFC is owned by American General Finance, Inc. (AGFI), which was incorporated in Indiana in 1974. Since August 29, 2001, AGFI has been an indirect wholly owned subsidiary of American International Group, Inc. (AIG), a Delaware corporation. AIG is a holding company, which through its subsidiaries is engaged in a broad range of insurance and insurance-related activities and financial services in the United States and abroad. AGFC is a financial services holding company with subsidiaries engaged primarily in the consumer finance and credit insurance businesses. We conduct the credit insurance business to supplement our consumer finance business through Merit Life Insurance Co. (Merit) and Yosemite Insurance Company (Yosemite), which are both subsidiaries of AGFC. At December 31, 2002, the Company had 1,369 offices in 44 states, Puerto Rico, and the U.S. Virgin Islands and approximately 7,400 employees. Our executive offices are located in Evansville, Indiana. This annual report on Form 10-K is available free of charge on our Internet website (http://www.agfinance.com). Selected Financial Information Selected financial information of the Company was as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Average net receivables $12,135,806 $11,411,464 $11,119,117 Average borrowings $11,180,394 $10,373,630 $10,258,474 Yield - finance charges as a percentage of average net receivables 13.83% 14.62% 14.19% Borrowing cost - interest expense as a percentage of average borrowings 4.95% 5.98% 6.60% 4 Item 1. Continued At or for the Years Ended December 31, 2002 2001 2000 Interest spread - yield less borrowing cost 8.88% 8.64% 7.59% Operating expenses as a percentage of average net receivables 4.54% 4.64% 4.73% Allowance ratio - allowance for finance receivable losses as a percentage of net finance receivables 3.34% 3.74% 3.26% Charge-off ratio - net charge-offs as a percentage of the average of net finance receivables at the beginning of each month during the period 2.41% 2.27% 1.82% Charge-off coverage - allowance for finance receivable losses to net charge-offs 1.56x 1.70x 1.84x Delinquency ratio - gross finance receivables 60 days or more past due as a percentage of gross finance receivables 3.68% 3.73% 3.45% Return on average assets 2.51% 1.91% 2.01% Return on average equity 21.69% 14.46% 14.81% Ratio of earnings to fixed charges (refer to Exhibit 12 for calculations) 1.87x 1.62x 1.59x Debt to tangible equity ratio - debt to equity less goodwill and accumulated other comprehensive income 7.34x 7.50x 6.49x Debt to equity ratio 6.98x 7.04x 5.89x 5 Item 1. Continued CONSUMER FINANCE OPERATION The consumer finance operation makes loans directly to individuals, offers retail sales financing to merchants, purchases portfolios of finance receivables originated by others, and offers credit and non- credit insurance through its 1,369 branch offices and its centralized operational support. Our customers are usually described as non- conforming, non-prime, or sub-prime. We make home equity loans, originate secured and unsecured consumer loans, and extend lines of credit. We generally take a security interest in the real property and/or personal property of the borrower. At December 31, 2002, real estate loans accounted for 69% of the amount and 11% of the number of net finance receivables outstanding, compared to 64% of the amount and 9% of the number of net finance receivables outstanding at December 31, 2001. Real estate loans are secured by first or second mortgages on residential real estate and generally have maximum original terms of 360 months. Non-real estate loans are secured by consumer goods, automobiles, or other personal property or are unsecured and generally have maximum original terms of 60 months. We purchase retail sales contracts and provide revolving retail services arising from the retail sale of consumer goods and services by approximately 20,000 retail merchants. We also purchase private label receivables originated by AIG Federal Savings Bank, a non-subsidiary affiliate of ours, arising from the sales by approximately 40 retail merchants under a participation agreement. Retail sales contracts are closed-end accounts that consist of a single purchase. Revolving retail and private label are open-end revolving accounts that can be used for repeated purchases. Retail sales contracts are secured by the real property or personal property giving rise to the contract and generally have maximum original terms of 60 months. Revolving retail and private label are secured by the goods purchased and generally require minimum monthly payments based on outstanding balances. To supplement our lending and retail sales financing activities, we purchase portfolios of real estate loans, non-real estate loans, and retail sales finance receivables with customers that meet our credit quality standards and profitability objectives. We also offer credit life, credit accident and health, credit related property and casualty, and non-credit insurance to our consumer finance customers. These insurance products are issued by affiliated as well as non-affiliated insurance companies. The benefits of these insurance products for both our customers and the consumer finance operation are described under "Insurance Operation". Retail sales finance obligations that we purchase from merchants provide an important source of new loan customers. These customers have demonstrated an apparent need to finance a retail purchase and a willingness to use credit. After purchase of the retail sales finance obligation, we contact the customer using various marketing methods. We attempt to have the customer visit one of our branch offices to discuss his or her overall financial needs with our consumer lending specialists. Any resulting loan may pay off the customer's retail sales finance obligation and consolidate debts with other creditors. 6 Item 1. Continued At the time of loan origination, our consumer lending specialists, who are licensed to offer insurance products, explain our credit and non- credit insurance products to the customer. The customer then determines whether to purchase any insurance products. We also originate loans by solicitation of current customers obtained through portfolio acquisitions and former customers who have recently paid off their loans. In addition, we purchase customer lists from major list compilers based on our predetermined selection criteria. We market our financial products to these potential customers using various solicitation methods. We also use various Internet loan application sources, including our own website, to obtain potential customer contacts. We forward these applications to our branch offices where consumer lending specialists contact potential customers in attempts to initiate lasting relationships. Our branch offices are supported by centralized administrative and operational functions. Our centralized operational support functions include the following: * real estate loan processing; * revolving retail and private label processing; * merchant services; * retail sales finance approvals; * real estate loan approvals; * customer solicitations; * retail sales finance collections; * retail sales finance payment processing; * real estate owned processing; and * charge-off recovery operations. We continually seek to identify functions that could be more cost- effective if centralized, thereby reducing costs and freeing our consumer lending specialists in our branches to concentrate on providing service to our customers. 7 Item 1. Continued We control and monitor our branch network through a variety of methods including the following: * Our operational policies and procedures standardize various aspects of branch lending, collections, and business development processes. * Our finance receivable systems control amounts, rates, terms, and fees of our customers' accounts; create loan documents specific to the state in which the branch operates; and control branch cash receipts and disbursements. * Our home office accounting personnel reconcile bank accounts, investigate discrepancies, and resolve differences. * Our credit risk management system reports are used by various personnel to compare branch lending and collection activities with predetermined parameters. * Our field operations management structure is appropriate to control a large, decentralized organization with each succeeding level staffed with more experienced personnel. * Our field operations incentive compensation plan aligns branch activities and goals with corporate strategies by basing a portion of branch personnel and field operations management total compensation on profitability and credit quality. * Our internal audit department audits branches for operational policy and procedure and state law and regulation compliance. Internal audit reports directly to AIG to enhance independence. See Note 23. of the Notes to Consolidated Financial Statements in Item 8. for further information on the Company's consumer finance business segment. Finance Receivables We carry finance receivables at amortized cost which includes accrued finance charges on interest bearing finance receivables, unamortized deferred origination costs, and unamortized net premiums and discounts on purchased finance receivables. They are net of unamortized finance charges on precomputed receivables and unamortized points and fees. Although a significant portion of insurance claims and policyholder liabilities originate from the finance receivables, our policy is to report them as liabilities and not net them against finance receivables. Finance receivables relate to the financing activities of our consumer finance business segment, and insurance claims and policyholder liabilities relate to the underwriting activities of our insurance business segment. 8 Item 1. Continued Amount, number, and average size of net finance receivables originated and renewed and net purchased by type (retail sales contracts, revolving retail, and private label comprise retail sales finance) were as follows: Years Ended December 31, 2002 2001 2000 Amount Percent Amount Percent Amount Percent Originated and renewed Amount (in thousands): Real estate loans $2,518,226 37% $2,129,623 33% $2,025,581 31% Non-real estate loans 2,690,135 39 2,704,901 41 2,675,986 41 Retail sales finance 1,611,943 24 1,695,115 26 1,880,360 28 Total $6,820,304 100% $6,529,639 100% $6,581,927 100% Number: Real estate loans 57,909 4% 55,935 3% 56,479 3% Non-real estate loans 748,226 46 765,716 45 810,030 42 Retail sales finance 810,598 50 889,863 52 1,046,367 55 Total 1,616,733 100% 1,711,514 100% 1,912,876 100% Average size (to nearest dollar): Real estate loans $43,486 $38,073 $35,864 Non-real estate loans 3,595 3,533 3,304 Retail sales finance 1,989 1,905 1,797 Net purchased Amount (in thousands): Real estate loans $2,343,636 92% $ 945,621 85% $ 355,131 41% Non-real estate loans 124,665 5 25,327 2 442,583 51 Retail sales finance 83,576 3 142,875 13 64,587 8 Total $2,551,877 100% $1,113,823 100% $ 862,301 100% Number: Real estate loans 38,948 38% 15,169 23% 5,969 5% Non-real estate loans 35,096 35 12,790 19 84,663 75 Retail sales finance 27,791 27 38,516 58 22,332 20 Total 101,835 100% 66,475 100% 112,964 100% Average size (to nearest dollar): Real estate loans $60,173 $62,339 $59,496 Non-real estate loans 3,552 1,980 5,228 Retail sales finance 3,007 3,709 2,892 Net purchased was net of sales of $27.1 million during 2000. We had no sales in 2002 or 2001. 9 Item 1. Continued Amount, number, and average size of total net finance receivables originated, renewed, and net purchased by type were as follows: Years Ended December 31, 2002 2001 2000 Amount Percent Amount Percent Amount Percent Originated, renewed, and net purchased Amount (in thousands): Real estate loans $4,861,862 52% $3,075,244 40% $2,380,712 32% Non-real estate loans 2,814,800 30 2,730,228 36 3,118,569 42 Retail sales finance 1,695,519 18 1,837,990 24 1,944,947 26 Total $9,372,181 100% $7,643,462 100% $7,444,228 100% Number: Real estate loans 96,857 6% 71,104 4% 62,448 3% Non-real estate loans 783,322 45 778,506 44 894,693 44 Retail sales finance 838,389 49 928,379 52 1,068,699 53 Total 1,718,568 100% 1,777,989 100% 2,025,840 100% Average size (to nearest dollar): Real estate loans $50,196 $43,250 $38,123 Non-real estate loans 3,593 3,507 3,486 Retail sales finance 2,022 1,980 1,820 Amount of net purchased as a percentage of total originated, renewed, and net purchased was as follows: Years Ended December 31, 2002 2001 2000 Real estate loans 48% 31% 15% Non-real estate loans 4 1 14 Retail sales finance 5 8 3 Total 27% 15% 12% 10 Item 1. Continued Amount, number, and average size of net finance receivables by type were as follows: December 31, 2002 2001 2000 Amount Percent Amount Percent Amount Percent Net finance receivables Amount (in thousands): Real estate loans $ 9,313,496 69% $ 7,444,484 64% $ 7,040,925 62% Non-real estate loans 2,905,339 21 2,865,985 24 2,970,233 26 Retail sales finance 1,355,503 10 1,408,111 12 1,416,667 12 Total $13,574,338 100% $11,718,580 100% $11,427,825 100% Number: Real estate loans 212,082 11% 183,406 9% 177,429 9% Non-real estate loans 907,405 48 932,165 48 995,000 47 Retail sales finance 789,703 41 850,123 43 923,911 44 Total 1,909,190 100% 1,965,694 100% 2,096,340 100% Average size (to nearest dollar): Real estate loans $43,915 $40,590 $39,683 Non-real estate loans 3,202 3,075 2,985 Retail sales finance 1,716 1,656 1,533 Geographic Distribution Geographic diversification of finance receivables reduces the concentration of credit risk associated with a recession in any one region. The largest concentrations of net finance receivables were as follows: December 31, 2002 2001 2000 Amount Percent Amount Percent Amount Percent (dollars in thousands) California $ 2,160,846 16% $ 1,374,599 12% $ 1,514,878 13% N. Carolina 887,243 7 850,995 7 831,977 7 Florida 840,182 6 772,830 7 740,186 6 Illinois 786,593 6 731,238 6 698,181 6 Ohio 785,506 6 741,702 7 678,238 6 Indiana 598,832 4 586,625 5 597,898 5 Georgia 591,970 4 510,140 4 477,110 4 Virginia 553,386 4 500,137 4 486,607 4 Other 6,369,780 47 5,650,314 48 5,402,750 49 Total $13,574,338 100% $11,718,580 100% $11,427,825 100% 11 Item 1. Continued Average Net Receivables Average net receivables by type were as follows: Years Ended December 31, 2002 2001 2000 Amount Percent Amount Percent Amount Percent (dollars in thousands) Real estate loans $ 7,995,507 66% $ 7,133,476 63% $ 7,012,439 63% Non-real estate loans 2,804,579 23 2,897,617 25 2,748,663 25 Retail sales finance 1,335,720 11 1,380,371 12 1,358,015 12 Total $12,135,806 100% $11,411,464 100% $11,119,117 100% Growth in average net receivables by type was as follows: Years Ended December 31, 2002 2001 2000 Percent Percent Percent Amount Change Amount Change Amount Change (dollars in thousands) Real estate loans $ 862,031 12% $ 121,037 2% $ 893,257 15% Non-real estate loans (93,038) (3) 148,954 5 287,307 12 Retail sales finance (44,651) (3) 22,356 2 122,623 10 Total $ 724,342 6% $ 292,347 3% $1,303,187 13% Finance Charges and Yield We recognize finance charges as revenue on the accrual basis using the interest method. We amortize premiums and discounts on purchased finance receivables as a revenue adjustment. We defer the costs to originate certain finance receivables and the revenue from nonrefundable points and fees on loans and amortize them to revenue on the accrual basis using the interest method over the lesser of the contractual term or the estimated life based upon prepayment experience. If a finance receivable liquidates before amortization is completed, we charge or credit any unamortized premiums, discounts, origination costs, or points and fees to revenue at the date of liquidation. We recognize late charges, prepayment penalties, and deferment fees as revenue when received. We stop accruing revenue when the fourth contractual payment becomes past due for loans and retail sales contracts and when the sixth contractual payment becomes past due for revolving retail and private label. Beginning in third quarter 2001, in conformity with AIG policy, we reverse amounts previously accrued upon suspension. Prior to AIG's indirect acquisition of the Company, we did not reverse amounts previously accrued upon suspension. After suspension, we recognize revenue for loans and retail sales contracts only to the extent of any additional payments we receive. 12 Item 1. Continued Finance charges and yield by type of finance receivable were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Real estate loans: Finance charges $ 880,021 $ 847,110 $ 798,974 Yield 11.01% 11.88% 11.39% Non-real estate loans: Finance charges $ 604,005 $ 625,159 $ 591,426 Yield 21.54% 21.57% 21.52% Retail sales finance: Finance charges $ 194,897 $ 196,344 $ 187,151 Yield 14.59% 14.22% 13.78% Total: Finance charges $1,678,923 $1,668,613 $1,577,551 Yield 13.83% 14.62% 14.19% See Management's Discussion and Analysis in Item 7. for information on the trends in yield. Finance Receivable Credit Quality Information A risk in all consumer lending and retail sales financing transactions is the customer's unwillingness or inability to repay obligations. Unwillingness to repay is usually evidenced in a consumer's historical credit repayment record. An inability to repay usually results from lower income due to unemployment or underemployment, major medical expenses, or divorce. Occasionally, these types of events are so economically severe that the customer must file for protection under the bankruptcy laws. Because we evaluate credit applications with a view toward ability to repay, our customer's inability to repay occurs after our initial credit evaluation and funding of an outstanding loan. We use credit risk scoring models at the time of borrower application to assess our risk of the applicant's unwillingness or inability to repay. These models are developed and based upon numerous factors including past customer credit repayment experience. The risk scoring models are periodically revalidated based on current portfolio performance. We extend credit to those consumers who fit our risk guidelines as determined by these models and, in some cases, manual underwriting. Price and size of the loan or retail sales finance transaction are generally in relation to the estimated credit risk assumed. Our policy is to charge off each month to the allowance for finance receivable losses non-real estate loans on which payments received in the prior six months have totaled less than 5% of the original loan amount and retail sales finance that are six installments past due. We start foreclosure proceedings on real estate loans when four monthly installments are past due. When foreclosure is completed and we have 13 Item 1. Continued obtained title to the property, we obtain a broker purchase offer, which is a real estate broker's or appraiser's estimate of the property's sale value without the benefit of a full interior and exterior appraisal and lacking sales comparisons. We reduce finance receivables by the amount of the real estate loan, establish a real estate owned asset valued at lower of cost or 85% of the broker purchase offer, and charge off any loan amount in excess of that value to the allowance for finance receivable losses. We occasionally extend the charge-off period for individual accounts when, in our opinion, such treatment is warranted. We increase the allowance for finance receivable losses for recoveries on accounts previously charged off. Charge-offs, recoveries, net charge-offs, and charge-off ratio by type of finance receivable were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Real estate loans: Charge-offs $ 56,602 $ 53,875 $ 49,361 Recoveries (4,467) (4,459) (4,547) Net charge-offs $ 52,135 $ 49,416 $ 44,814 Charge-off ratio .66% .69% .64% Non-real estate loans: Charge-offs $220,557 $196,947 $157,411 Recoveries (26,788) (26,640) (29,222) Net charge-offs $193,769 $170,307 $128,189 Charge-off ratio 6.91% 5.87% 4.66% Retail sales finance: Charge-offs $ 53,601 $ 47,439 $ 38,767 Recoveries (9,346) (8,427) (9,309) Net charge-offs $ 44,255 $ 39,012 $ 29,458 Charge-off ratio 3.31% 2.83% 2.18% Total: Charge-offs $330,760 $298,261 $245,539 Recoveries (40,601) (39,526) (43,078) Net charge-offs $290,159 $258,735 $202,461 Charge-off ratio 2.41% 2.27% 1.82% Establishing and maintaining customer relationships is very important to us. A delinquent payment often indicates that the customer is experiencing temporary financial difficulties. We view collection efforts as opportunities to help our customers solve their temporary financial problems and retain our customer relationships. We may rewrite a delinquent account if the customer has sufficient income and it does not appear that the cause of past delinquency will affect the customer's ability to repay the new loan. We subject all renewals, whether the customer's account is current or delinquent, to the same credit risk underwriting process as we would a new customer. 14 Item 1. Continued We may allow a deferment, which is a partial payment that extends the term of an account. The partial payment amount is usually the greater of one-half of a regular monthly payment or the amount necessary to bring the interest on the account current. We limit a customer to two deferments in a rolling twelve-month period. To accommodate a customer's preferred monthly payment pattern, we may agree to a customer's request to change a payment due date on an account. An account's due date will not be changed if the change will affect the thirty day plus delinquency status of the account at month end. Delinquency (gross finance receivables 60 days or more past due) based on contract terms in effect and delinquency ratio by type of finance receivable were as follows: December 31, 2002 2001 2000 (dollars in thousands) Real estate loans: Delinquency $295,244 $248,266 $237,301 Delinquency ratio 3.20% 3.34% 3.36% Non-real estate loans: Delinquency $175,167 $168,001 $145,476 Delinquency ratio 5.40% 5.22% 4.40% Retail sales finance: Delinquency $ 43,381 $ 40,586 $ 31,142 Delinquency ratio 2.88% 2.55% 1.92% Total: Delinquency $513,792 $456,853 $413,919 Delinquency ratio 3.68% 3.73% 3.45% We establish the allowance for finance receivable losses primarily through the provision for finance receivable losses charged to expense. We believe the amount of the allowance for finance receivable losses is the most significant estimate we make. Our Credit Strategy and Policy Committee evaluates our finance receivable portfolio monthly. This review determines any adjustment necessary to maintain the allowance for finance receivable losses at a level we consider adequate to absorb losses inherent in the existing portfolio. 15 Item 1. Continued Changes in the allowance for finance receivable losses were as follows: At or for the Years Ended December 31, 2002 2001 2000 (dollars in thousands) Balance at beginning of year $ 438,860 $ 372,825 $ 385,327 Provision for finance receivable losses 296,365 284,735 202,461 Allowance related to net acquired (sold) receivables 8,602 15,035 (12,502) Charge-offs (330,760) (298,261) (245,539) Recoveries 40,601 39,526 43,078 Other charges - additional provision - 25,000 - Balance at end of year $ 453,668 $ 438,860 $ 372,825 See Management's Discussion and Analysis in Item 7. for further information on finance receivable loss and delinquency experience and the related allowance for finance receivable losses. Real Estate Owned We acquire real estate owned through foreclosure on real estate loans. We record real estate owned in other assets, initially at lower of cost or 85% of the broker purchase offer, which approximates the fair value less the estimated cost to sell. If we do not sell a property within one year of acquisition, we reduce the carrying value by five percent of the initial value each month beginning in the thirteenth month. Prior to AIG's indirect acquisition of the Company in August 2001, we did not begin this writedown until the nineteenth month. The other charges recorded in third quarter 2001 included $5.0 million to adjust for this difference. We continue the writedown until the property is sold or the carrying value is reduced to ten percent of the initial value. We charge these writedowns to other revenues. We record the sale price we receive for a property less the carrying value and any amounts required to be refunded to the customer as a gain or loss in other revenues. We do not profit from foreclosures in accordance with the American Financial Services Association's Voluntary Standards for Consumer Mortgage Lending. We only attempt to recover our investment in the property, including expenses incurred. 16 Item 1. Continued Changes in the amount of real estate owned were as follows: At or for the Years Ended December 31, 2002 2001 2000 (dollars in thousands) Balance at beginning of year $ 48,359 $ 45,033 $ 51,433 Properties acquired 71,329 57,533 45,100 Properties sold or disposed of (63,794) (44,651) (48,014) Monthly writedowns (8,605) (9,556) (3,486) Balance at end of year $ 47,289 $ 48,359 $ 45,033 Real estate owned as a percentage of real estate loans 0.51% 0.65% 0.64% Net gains (losses) on real estate owned sales $ 2,943 $ (1,063) $ 4,190 Changes in the number of real estate owned properties were as follows: At or for the Years Ended December 31, 2002 2001 2000 Balance at beginning of year 970 817 706 Properties acquired 1,355 1,526 1,449 Properties sold or disposed of (1,428) (1,373) (1,338) Balance at end of year 897 970 817 Sources of Funds We fund our consumer finance operation principally through the following sources: * net cash flows from operating activities; * issuances of long-term debt; * short-term borrowings in the commercial paper market; * borrowings from banks under credit facilities; and * capital contributions from parent. 17 Item 1. Continued Average Borrowings Average borrowings by term of debt were as follows: Years Ended December 31, 2002 2001 2000 Amount Percent Amount Percent Amount Percent (dollars in thousands) Long-term debt $ 7,343,929 66% $ 6,022,033 58% $ 5,703,564 56% Short-term debt 3,836,465 34 4,351,597 42 4,554,910 44 Total $11,180,394 100% $10,373,630 100% $10,258,474 100% Average borrowings by rate of debt were as follows: Years Ended December 31, 2002 2001 2000 Amount Percent Amount Percent Amount Percent (dollars in thousands) Fixed rate debt $ 7,416,047 66% $ 7,240,971 70% $ 6,546,966 64% Floating rate debt 3,764,347 34 3,132,659 30 3,711,508 36 Total $11,180,394 100% $10,373,630 100% $10,258,474 100% Interest Expense and Borrowing Cost Interest expense and borrowing cost by term of debt were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Long-term debt: Interest expense $432,737 $400,920 $378,807 Borrowing cost 5.89% 6.66% 6.64% Short-term debt: Interest expense $121,140 $219,567 $298,565 Borrowing cost 3.16% 5.04% 6.54% Total: Interest expense $553,877 $620,487 $677,372 Borrowing cost 4.95% 5.98% 6.60% 18 Item 1. Continued Interest expense and borrowing cost by rate of debt were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Fixed rate debt: Interest expense $480,258 $484,661 $436,527 Borrowing cost 6.48% 6.69% 6.67% Floating rate debt: Interest expense $ 73,619 $135,826 $240,845 Borrowing cost 1.96% 4.33% 6.47% Total: Interest expense $553,877 $620,487 $677,372 Borrowing cost 4.95% 5.98% 6.60% The Company's use of interest rate swap agreements to fix floating-rate debt or float fixed-rate debt, the effect of which is included in the rates above, is described in Note 12. of the Notes to Consolidated Financial Statements in Item 8. Contractual Maturities Contractual maturities of net finance receivables and debt at December 31, 2002 were as follows: Net Finance Receivables Debt (dollars in thousands) 2003 $ 1,332,044 $ 4,636,041 2004 1,568,684 2,097,877 2005 1,162,712 1,479,335 2006 722,524 1,273,961 2007 476,261 1,355,550 2008 and thereafter 8,312,113 1,784,633 Total $13,574,338 $12,627,397 See Note 4. of the Notes to Consolidated Financial Statements in Item 8. for contractual maturities and principal cash collections of net finance receivables by type. 19 Item 1. Continued INSURANCE OPERATION The insurance operation markets insurance products to our consumer finance customers. Cash generated from operations is invested in investment securities, commercial mortgage loans, investment real estate, and policy loans and is also used to pay dividends. Merit is a life and health insurance company domiciled in Indiana and licensed in 46 states, the District of Columbia, and the U.S. Virgin Islands. Merit principally writes or assumes (through affiliated and non-affiliated insurance companies) credit life, credit accident and health, and non-credit insurance. Yosemite is a property and casualty insurance company domiciled in Indiana and licensed in 45 states. Yosemite principally writes or assumes credit-related property and casualty insurance. Our credit life insurance policies insure the life of the borrower in an amount typically equal to the unpaid balance of the finance receivable and provide for payment in full to the lender of the finance receivable in the event of the borrower's death. Our credit accident and health insurance policies provide for payment to the lender of the installments on the finance receivable coming due during a period of the borrower's disability due to illness or injury. Our credit-related property and casualty insurance policies are written either to protect the lender's interest in property pledged as collateral for the finance receivable or to provide for payment to the lender of the installments on the finance receivable coming due during a period of the borrower's unemployment. The borrower's purchase of credit life, credit accident and health, or credit-related property and casualty insurance is voluntary with the exception of lender-placed property damage coverage for property pledged as collateral. In these instances, we obtain property damage coverage through Yosemite under the terms of the lending agreement if the borrower does not provide evidence of coverage with another insurance carrier. Non-credit insurance policies are primarily ordinary life level term coverage. The purchase of this coverage is voluntary. Customers usually either finance premiums for insurance products as part of the finance receivable or pay premiums monthly with their finance receivable payment, but they may pay the premiums in cash to the insurer. We do not offer single premium credit insurance products to our real estate loan customers. Merit and Yosemite have entered into reinsurance agreements with other insurance companies, including certain affiliated companies, for assumption of various non-credit life, individual annuity, group annuity, credit life, credit accident and health, and credit-related property and casualty insurance where our insurance subsidiaries assume the risk of loss. The reserves for this business fluctuate over time and in certain instances are subject to recapture by the insurer. At December 31, 2002, reserves on the books of Merit and Yosemite for these reinsurance agreements totaled $112.6 million. See Note 23. of the Notes to Consolidated Financial Statements in Item 8. for further information on the Company's insurance business segment. 20 Item 1. Continued Premiums earned, premiums written, and losses incurred by type of insurance were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Premiums Earned Credit insurance premiums earned: Credit life $ 37,576 $ 41,046 $ 38,958 Credit accident and health 47,726 50,405 48,006 Property and casualty 55,645 53,537 50,016 Other insurance premiums earned: Non-credit life 38,097 39,157 48,539 Non-credit accident and health 7,323 6,136 6,689 Premiums assumed under coinsurance agreements 2,631 2,725 1,156 Total $188,998 $193,006 $193,364 Premiums Written Credit insurance premiums written: Credit life $ 23,263 $ 29,333 $ 45,486 Credit accident and health 40,458 44,570 55,981 Property and casualty 55,186 54,048 58,387 Other insurance premiums written: Non-credit life 38,097 39,157 48,539 Non-credit accident and health 7,323 6,136 6,689 Premiums assumed under coinsurance agreements 2,631 2,725 1,156 Total $166,958 $175,969 $216,238 Losses Incurred Credit insurance losses incurred: Credit life $ 21,869 $ 21,830 $ 18,409 Credit accident and health 26,494 24,814 24,412 Property and casualty 9,247 15,715 12,397 Other insurance losses incurred: Non-credit life 11,996 11,102 20,142 Non-credit accident and health 4,485 3,751 4,031 Losses incurred under coinsurance agreements 9,184 10,899 8,963 Total $ 83,275 $ 88,111 $ 88,354 21 Item 1. Continued Life insurance in force by type of insurance was as follows: December 31, 2002 2001 2000 (dollars in thousands) Credit life $3,091,211 $3,126,473 $3,075,206 Non-credit life 3,104,772 3,275,199 3,343,066 Total $6,195,983 $6,401,672 $6,418,272 Investments and Investment Results We invest cash generated by our insurance operation primarily in bonds. We invest in, but are not limited to, the following: * bonds; * commercial mortgage loans; * short-term investments; * limited partnerships; * preferred stock; * investment real estate; * policy loans; and * common stock. AIG subsidiaries manage the majority of our insurance operation's investments. Investment results of our insurance operation were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Net investment revenue (a) $ 82,812 $ 81,711 $ 80,807 Average invested assets (b) $1,252,625 $1,231,187 $1,148,950 Adjusted portfolio yield (c) 6.84% 7.03% 7.35% Net realized (losses) gains on investments (d) $ (4,400) $ (2,989) $ 2,809 (a) Net investment revenue is after deducting investment expense but before net realized gains or losses on investments and provision for income taxes. (b) Average invested assets excludes the effect of Statement of Financial Accounting Standards 115. (c) Adjusted portfolio yield is calculated based upon the definitions of net investment revenue and average invested assets listed in (a) and (b) above. (d) Includes net realized gains or losses on investment securities and other invested assets before provision for income taxes. 22 Item 1. Continued See Note 6. of the Notes to Consolidated Financial Statements in Item 8. for information regarding investment securities for all operations of the Company. REGULATION Consumer Finance The Company's consumer finance subsidiaries are subject to various state and federal laws and regulations. Applicable federal laws include: * the Equal Credit Opportunity Act (prohibits discrimination against credit-worthy applicants); * the Fair Credit Reporting Act (governs the accuracy and use of credit bureau reports); * the Truth in Lending Act (governs disclosure of applicable charges and other finance receivable terms); * the Fair Housing Act (prohibits discrimination in housing lending); * the Real Estate Settlement Procedures Act (regulates certain loans secured by real estate); * the Federal Trade Commission Act; and * the Federal Reserve Board's Regulations B, C, P, and Z. In many states, the Company relies on federal law to preempt state law restrictions on interest rates and points and fees for first lien residential mortgage loans. The Company also relies on the Federal Alternative Mortgage Transactions Parity Act in many states to preempt state restrictions on variable rate loans and balloon payments. The Company makes residential mortgage loans under the provisions of these and other federal laws. The Company is also subject to federal laws governing practices and disclosures when dealing with consumer or customer information. Various state laws also regulate our consumer lending and retail sales financing businesses. The degree and nature of such regulation vary from state to state. The laws under which a substantial amount of our business is conducted generally: * provide for state licensing of lenders; * impose maximum term, amount, interest rate, and other charge limitations; * regulate whether and under what circumstances insurance and other ancillary products may be offered in connection with a lending transaction; and * provide for consumer protection. Certain of these laws prohibit the taking of liens on real estate for loans of small dollar amounts, except liens resulting from judgments. These state laws may require contract disclosures in addition to those required under federal law and may limit remedies available in the event of default by an obligor on the credit. 23 Item 1. Continued The federal government is considering, and a number of states, counties, and cities have enacted or may be considering, laws or rules that restrict the credit terms or other aspects of residential mortgage loans that are typically described as "high cost mortgage loans". These requirements may impose specific statutory liabilities in cases of non-compliance and may also limit or restrict the terms of covered loan transactions. Additionally, some of these laws may restrict other business activities or business dealings of affiliates of the Company under certain conditions. Insurance State authorities regulate and supervise our insurance subsidiaries. The extent of such regulation varies by product and by state, but relates primarily to the following: * conduct of business; * types of products offered; * standards of solvency; * limitations on dividend payments and other related party transactions; * licensing; * deposits of securities for the benefit of policyholders; * permissible investments; * approval of policy forms and premium rates; * periodic examination of the affairs of insurers; * form and content of required financial reports; and * reserve requirements for unearned premiums, losses, and other purposes. The states in which we operate regulate credit insurance premium rates and premium refund calculations. COMPETITION Consumer Finance The consumer finance industry is highly competitive due to the large number of companies offering financial products and services, the sophistication of those products, capital market resources of some competitors, and general acceptance and widespread usage of available credit. We compete with other consumer finance companies as well as other types of financial institutions that offer similar products and services. Insurance Our insurance operation supplements our consumer finance operation. We believe that our insurance companies' abilities to market insurance products through our distribution systems provide a competitive advantage over our insurance competitors. 24 Item 2. Properties. Our investment in real estate and tangible property is not significant in relation to our total assets due to the nature of our business. AGFC subsidiaries own two branch offices in Riverside and Barstow, California and two branch offices in Hato Rey and Isabela, Puerto Rico. AGFI owns eight buildings in Evansville, Indiana, one of which is a branch office of a subsidiary of AGFC. The other buildings contain certain administrative offices of AGFI and its subsidiaries, our insurance operation, and the majority of our centralized operational support. Merit owns an office building in Houston, Texas that is leased to third parties and affiliates and also owns a consumer finance branch office in Terre Haute, Indiana that is leased to an affiliate. We generally conduct branch office operations, branch office administration, other operations, and operational support in leased premises. Lease terms generally range from three to five years. Item 3. Legal Proceedings. AGFC and certain of its subsidiaries are parties to various lawsuits and proceedings, including certain class action claims, arising in the ordinary course of business. In addition, many of these proceedings are pending in jurisdictions, such as Mississippi, that permit damage awards disproportionate to the actual economic damages alleged to have been incurred. Based upon information presently available, we believe that the total amounts that will ultimately be paid arising from these lawsuits and proceedings will not have a material adverse effect on our consolidated results of operations or financial position. However, the frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given suit. 25 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. No trading market exists for AGFC's common stock. AGFC is an indirect wholly owned subsidiary of AIG. AGFC paid the following cash dividends on its common stock: Quarter Ended 2002 2001 (dollars in thousands) March 31 $ 89,920 $ 75,386 June 30 61,972 63,196 September 30 - 45,208 December 31 - 245,065 Total $151,892 $428,855 At the end of fourth quarter 2001, we increased our leverage target to 7.5 to 1 for debt to tangible equity. Approximately $195.0 million of the $245.1 million fourth quarter 2001 dividend was due to our change in targeted leverage. See Management's Discussion and Analysis in Item 7., and Note 17. of the Notes to Consolidated Financial Statements in Item 8., regarding limitations on the ability of AGFC and its subsidiaries to pay dividends. To manage our leverage of debt to tangible equity, AGFC received capital contributions from its parent totaling $66.7 million in 2002. AGFC also received a non-cash capital contribution from its parent of $7.3 million in fourth quarter 2002 reflecting AIG's assumption of certain benefit obligations effective January 1, 2002. Item 6. Selected Financial Data The following selected financial data should be read in conjunction with the consolidated financial statements and related notes in Item 8., Management's Discussion and Analysis in Item 7., and other financial information in Item 1. At or for the Years Ended December 31, 2002 2001 2000 1999 1998 (dollars in thousands) Total revenues $ 1,980,974 $ 1,975,536 $ 1,902,826 $ 1,715,869 $ 1,594,239 Net income (a) 349,495 252,791 260,130 224,653 194,396 Total assets 15,400,722 13,447,626 13,193,153 12,464,102 11,059,601 Long-term debt 9,566,256 6,300,171 5,667,567 5,709,755 5,162,012 (a) Per share information is not included because all of AGFC's common stock is owned by AGFI. 26 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes in Item 8. and other financial information in Item 1. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K and our other publicly available documents may include, and the Company's officers and representatives may from time to time make, statements which may constitute "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only our belief regarding future events, many of which are inherently uncertain and outside of our control. These statements may address, among other things, the Company's strategy for growth, product development, regulatory approvals, market position, financial results and reserves. The Company's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward- looking statements. The important factors, many of which are outside of our control, which could cause the Company's actual results to differ, possibly materially, include, but are not limited to, the following: * changes in general economic conditions, including the interest rate environment in which we conduct business and the financial markets through which we access capital; * changes in the competitive environment in which we operate, including the demand for our products, customer responsiveness to our distribution channels and the formation of business combinations among our competitors; * the effectiveness of our credit risk scoring models in assessing the risk of customer unwillingness or inability to repay; * shifts in collateral values, contractual delinquencies, credit losses and the level of personal bankruptcies; * changes in laws or regulations that affect our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products; * the costs and effects of any litigation or governmental inquiries or investigations that are determined adversely to the Company; * changes in accounting standards or tax policies and practices and the application of such new policies and practices to the manner in which we conduct business; * our ability to integrate the operations of our acquisitions into our business; * changes in our ability to attract and retain employees or key executives to support our businesses; and * natural events and acts of God such as fires or floods affecting our branches or other operating facilities. 27 Item 7. Continued Readers are also directed to other risks and uncertainties discussed in other documents we file with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. OVERVIEW We are in the consumer finance and credit insurance businesses. The basic functions of our consumer finance operation are to borrow money at wholesale prices and to lend money at retail prices and offer credit and non-credit insurance products. The basic functions of our insurance operation are to write and assume various insurance products for customers of our consumer finance operation and to invest premiums received in various investments. BASIS OF REPORTING We prepared our consolidated financial statements using accounting principles generally accepted in the United States (GAAP). The statements include the accounts of AGFC and its subsidiaries, all of which are wholly owned. We eliminated all intercompany items. We made estimates and assumptions that affect amounts reported in our financial statements and disclosures of contingent assets and liabilities. Ultimate results could differ from our estimates. At December 31, 2002, 85% of our assets were net finance receivables less allowance for finance receivable losses. Our finance charge revenue is a function of the amount of average net receivables and the yield on those average net receivables. GAAP requires that we recognize finance charges as revenue on the accrual basis using the interest method. The only discretion we have is the point of suspension of the accrual of this finance charge revenue. At December 31, 2002, 93% of our liabilities were debt issued primarily to support our net finance receivables. Our interest expense is a function of the amount of average borrowings and the borrowing cost on those average borrowings. GAAP requires that we recognize interest on borrowings as expense on the accrual basis using the interest method. Interest expense includes the effect of our interest rate swap agreements. Our insurance revenues consist primarily of insurance premiums resulting from our consumer finance customers purchasing various credit and non-credit insurance policies. Insurance premium revenue is a function of the premium amounts and policy terms. GAAP dictates the methods of insurance premium revenue recognition. We invest cash generated by our insurance operation primarily in investment securities, which were 8% of our assets at December 31, 2002, and to a lesser extent in commercial mortgage loans, investment real estate, and policy loans, which are included in other assets. We report the resulting investment revenue in other revenue. GAAP requires that we recognize interest on these investments as revenue on the accrual basis using the interest method. The only areas of 28 Item 7. Continued discretion we have are determining the point of suspension of the accrual of this investment revenue and when the investment security's decline in fair value is considered to be other than temporary and is to be reduced to its fair value. CRITICAL ACCOUNTING POLICIES Our finance receivable portfolio consists of approximately $13.6 billion of net finance receivables due from approximately 1.9 million customer accounts. These accounts were originated or purchased and are serviced by our centralized operational support or by our 1,369 branch offices in 44 states, Puerto Rico, and the U.S. Virgin Islands. To manage our exposure to credit losses, we use credit risk scoring models for finance receivables that we originate or perform due diligence investigations for finance receivables that we purchase. We also have standard collection procedures supplemented with data processing systems to aid the centralized operational support and branch personnel in their finance receivable collection processes. Despite our efforts to avoid losses on our finance receivables, our customers are subject to national, regional, and local economic situations and personal circumstances that affect their abilities to repay their obligations. These circumstances include lower income due to unemployment or underemployment, major medical expenses, or divorce. Occasionally, these types of events are so economically severe that the customer must file for protection under the bankruptcy laws. Our Credit Strategy and Policy Committee evaluates our finance receivable portfolio monthly. Within our three main finance receivable types are sub-portfolios, each consisting of a large number of relatively small, homogenous accounts. We evaluate these sub- portfolios as groups. None of our accounts are large enough to warrant individual evaluation for impairment. Our Credit Strategy and Policy Committee considers numerous factors in estimating losses inherent in our finance receivable portfolio, including the following: * current economic conditions; * prior finance receivable loss and delinquency experience; and * the composition of our finance receivable portfolio. Our Credit Strategy and Policy Committee uses several ratios to aid in the process of evaluating prior finance receivable loss and delinquency experience. Each ratio is useful, but each has its limitations. These ratios include: * Delinquency ratio - gross finance receivables 60 days or more past due (3 or more contractual payments have not been made) as a percentage of gross finance receivables. * Allowance ratio - allowance for finance receivable losses as a percentage of net finance receivables. * Charge-off ratio - net charge-offs as a percentage of the average of net finance receivables at the beginning of each month during the period. * Charge-off coverage - allowance for finance receivable losses to net charge-offs. 29 Item 7. Continued We use migration analysis as one of the tools to determine the appropriate amount of allowance for finance receivable losses. Migration analysis is a statistical technique that attempts to predict the future amount of losses for existing pools of finance receivables. This technique applies empirically measured historical movement of like finance receivables through various levels of repayment, delinquency, and loss categories to existing finance receivable pools. These results are aggregated for all segments of the Company's portfolio to arrive at an estimate of future finance receivable losses for the finance receivables existing at the time of analysis. We calculate migration analysis using several different scenarios based on varying assumptions in order to evaluate the widest range of possible outcomes. If we had chosen to establish the allowance for finance receivable losses at the highest and lowest levels produced by the various migration analysis scenarios, our allowance for finance receivable losses at December 31, 2002 and 2001 and provision for finance receivable losses and net income for 2002 and 2001 would have changed as follows: At or for the Years Ended December 31, 2002 2001 (dollars in millions) Highest level: Increase in allowance for finance receivable losses $ 16.0 $ 30.7 Increase in provision for finance receivable losses 16.0 30.7 Decrease in net income (11.3) (19.7) Lowest level: Decrease in allowance for finance receivable losses $(103.8) $(117.3) Decrease in provision for finance receivable losses (103.8) (117.3) Increase in net income 73.1 75.2 The Credit Strategy and Policy Committee exercises its judgement, based on each committee member's experience in the consumer finance industry, when determining the amount of the allowance for finance receivable losses. If its review concludes that an adjustment is necessary, we charge or credit this adjustment to expense through the provision for finance receivable losses. We consider this estimate to be a critical accounting estimate that affects the net income of the Company in total and the pretax operating income of our consumer finance business segment. We document the adequacy of the allowance for finance receivable losses and the analysis of the trends in credit quality considered by the Credit Strategy and Policy Committee to support its conclusions. See Provision for Finance Receivable Losses for further information on the allowance for finance receivable losses. 30 Item 7. Continued OFF-BALANCE SHEET ARRANGEMENTS We have not entered into material off-balance sheet arrangements as defined by Securities and Exchange Commission rules. LIQUIDITY AND CAPITAL RESOURCES Liquidity Our sources of funds include operations, issuances of long-term debt, short-term borrowings in the commercial paper market, and borrowings from banks under credit facilities. AGFC has also historically received capital contributions from its parent to support finance receivable growth and maintain targeted leverage. Principal sources and uses of cash were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Principal sources of cash: Operations $ 563.2 $ 750.1 $ 772.2 Net issuances of debt 1,727.8 361.0 554.3 Capital contributions 66.7 - - Total $2,357.7 $1,111.1 $1,326.5 Principal uses of cash: Net originations and purchases of finance receivables $1,876.1 $ 551.2 $ 903.7 Dividends paid 151.9 428.9 185.1 Total $2,028.0 $ 980.1 $1,088.8 Net cash from operations decreased in 2002 due to changes in various components of taxes receivable and payable and other assets and other liabilities resulting from routine operating activities, partially offset by higher finance charges and lower interest expense. Net cash from operations remained near the same in 2001. Net originations and purchases of finance receivables and net issuances of debt increased in 2002 due to significant increases in real estate loan acquisitions. Net originations and purchases of finance receivables and net issuances of debt decreased in 2001 due to a slowing economy. Dividends paid, less capital contributions received, reflect changes in net income retained by AGFC to maintain equity and total debt at a targeted ratio. See Capital Resources for the fourth quarter 2001 change in targeted leverage and resulting dividends. 31 Item 7. Continued We believe that our overall sources of liquidity will continue to be sufficient to satisfy our foreseeable operational requirements and financial obligations. The principal risk factors that could decrease our sources of liquidity are delinquent payments from our customers and an inability to access capital markets. The principal factors that could increase our cash needs are significant increases in net originations and purchases of finance receivables. We intend to mitigate liquidity risk factors by continuing to operate the Company within the following strategies: * maintain a finance receivable portfolio comprised mostly of real estate loans, which generally represent a lower risk of customer non-payment; * originate and monitor finance receivables with our proprietary credit risk management system; * maintain an investment securities portfolio of predominantly investment grade, liquid securities; and * maintain a capital structure appropriate to our asset base. Consistent execution of our business strategies should result in continued profitability, strong credit ratings, and investor confidence. These results should allow continued access to capital markets for issuances of our commercial paper and long-term debt. At December 31, 2002, we had $4.3 billion of long-term debt securities registered under the Securities Act of 1933 and available for issuance. We also maintain committed bank credit facilities to provide an additional source of liquidity for needs potentially not met through capital markets. See Note 11. of the Notes to Consolidated Financial Statements in Item 8. for information on our credit facilities. At December 31, 2002, material contractual obligations were as follows: Less than From 1-3 From 4-5 Over 5 1 year years years years Total (dollars in millions) Debt: Long-term debt $ 1,574.9 $ 3,577.2 $ 2,629.5 $ 1,784.6 $ 9,566.2 Commercial paper 3,061.2 - - - 3,061.2 Operating leases 46.8 61.0 17.8 16.6 142.2 Total $ 4,682.9 $ 3,638.2 $ 2,647.3 $ 1,801.2 $12,769.6 Debt Based on the strength of our current credit ratings, we expect to refinance maturities of our debt. Any adverse changes in our operating performance or credit ratings could limit our access to capital markets to accomplish these refinancings. Operating Leases Operating leases represent annual rental commitments for leased office space, automobiles, and data processing and related equipment. At December 31, 2002, our rental commitments totaled $142.2 million. 32 Item 7. Continued Capital Resources December 31, 2002 2001 Amount Percent Amount Percent (dollars in millions) Long-term debt $ 9,566.3 66% $ 6,300.2 51% Short-term debt 3,061.1 21 4,578.6 37 Total debt 12,627.4 87 10,878.8 88 Equity 1,809.9 13 1,545.9 12 Total capital $14,437.3 100% $12,424.7 100% Net finance receivables $13,574.3 $11,718.6 Debt to tangible equity ratio 7.34x 7.50x Our capital varies with the level of net finance receivables. The capital mix of debt and equity is based primarily upon maintaining leverage that supports cost-effective funding. We issue a combination of fixed-rate debt, principally long-term, and floating-rate debt, principally short-term. AGFC obtains our fixed- rate funding through public issuances of long-term debt with maturities generally ranging from three to ten years. Most floating-rate funding is through AGFC sales and refinancing of commercial paper and through AGFC issuance of long-term, floating-rate debt. Commercial paper, with maturities ranging from 1 to 270 days, is sold to banks, insurance companies, corporations, and other accredited investors. AGFC also sells extendible commercial notes with initial maturities of up to 90 days, which may be extended by AGFC to 390 days. At December 31, 2002, commercial paper included $359.3 million of extendible commercial notes. We participate in credit facilities to support the issuance of commercial paper and to provide an additional source of funds for operating requirements. At December 31, 2002, credit facilities totaled $3.1 billion (including $3.0 billion of committed credit facilities) with remaining availability of $3.1 billion. See Note 11. of the Notes to Consolidated Financial Statements in Item 8. for additional information on credit facilities. Our committed credit facilities at December 31, 2002 expire as follows: Committed Credit Facilities (dollars in millions) 2003 $1,500.0 2007 1,500.0 Total $3,000.0 33 Item 7. Continued Until fourth quarter 2001, AGFC paid dividends to (or received capital contributions from) AGFI to manage AGFC's leverage of debt to tangible equity (equity less goodwill and accumulated other comprehensive income) to 6.5 to 1. At the end of fourth quarter 2001, following discussions with the credit rating agencies, we increased our leverage target to 7.5 to 1. This increase was based on our success with managing credit risk and maintaining a lower risk finance receivable portfolio. Approximately $195.0 million of the $245.1 million fourth quarter 2001 dividend was due to the change in targeted leverage. Certain AGFC financing agreements effectively limit the amount of dividends AGFC may pay. These agreements have not prevented AGFC from managing its capital to targeted leverage. See Note 17. of the Notes to Consolidated Financial Statements in Item 8. for information on dividend restrictions. ANALYSIS OF OPERATING RESULTS Net Income Years Ended December 31, 2002 2001 2000 (dollars in millions) Net income $349.5 $252.8 $260.1 Amount change $ 96.7 $ (7.3) $ 35.4 Percent change 38% (3)% 16% Return on average assets 2.51% 1.91% 2.01% Return on average equity 21.69% 14.46% 14.81% Ratio of earnings to fixed charges 1.87x 1.62x 1.59x Net income for 2002 included a $30.0 million reduction in the provision for income taxes resulting from a favorable settlement of income tax audit issues. Net income for 2002 did not include goodwill amortization due to the adoption of Statement of Financial Accounting Standards 142 on January 1, 2002. Net income included goodwill amortization of $6.4 million for 2001 and $6.5 million for 2000. Net income for 2001 included charges of $58.0 million ($37.7 million aftertax) resulting from our review of our businesses and the assets supporting those businesses, as well as the adoption of AIG's accounting policies and methodologies, in connection with AIG's indirect acquisition of the Company. The impact of the other charges on net income was as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Net income $349.5 $252.8 $260.1 Other charges, aftertax - 37.7 - Net income excluding other charges $349.5 $290.5 $260.1 34 Item 7. Continued See Note 18. of the Notes to Consolidated Financial Statements in Item 8. for further information on these charges. See Note 23. of the Notes to Consolidated Financial Statements in Item 8. for information on the results of the Company's business segments. We manage the components of our revenue and expenses in response to economic events and to achieve our profitability objectives. In 2002, a sluggish economy decreased our borrowing cost; however, the low interest rate environment had the anticipated effect of also reducing our yield. We continued to invest in business development programs, including new branch openings and a second customer solicitation center, but still controlled operating expenses. In 2001, a slowing economy resulted in lower borrowing cost but higher net charge-offs. We invested in business development programs, including new branch openings, and increased our allowance for finance receivable losses in response to higher delinquency, charge-offs, unemployment, and personal bankruptcies. In 2000, an accelerating economy resulted in higher borrowing cost but favorable net charge-off experience. We increased our finance charge rates on new business, which was reflected in our yield in 2001. We also controlled operating expenses in 2000. Our statements of income line items as percentages of each year's average net receivables were as follows: Years Ended December 31, 2002 2001 2000 Revenues Finance charges 13.83% 14.62% 14.19% Insurance 1.58 1.71 1.76 Other 0.91 0.98 1.16 Total revenues 16.32 17.31 17.11 Expenses Interest expense 4.56 5.44 6.09 Operating expenses 4.54 4.64 4.73 Provision for finance receivable losses 2.44 2.50 1.82 Insurance losses and loss adjustment expenses 0.69 0.77 0.79 Other charges - 0.51 - Total expenses 12.23 13.86 13.43 Income before provision for income taxes 4.09 3.45 3.68 Provision for income taxes 1.21 1.23 1.34 Net income 2.88% 2.22% 2.34% 35 Item 7. Continued Factors that specifically affected the Company's operating results were as follows: Finance Charges Years Ended December 31, 2002 2001 2000 (dollars in millions) Finance charges $ 1,678.9 $ 1,668.6 $ 1,577.6 Amount change $ 10.3 $ 91.0 $ 154.2 Percent change 1% 6% 11% Average net receivables $12,135.8 $11,411.5 $11,119.1 Yield 13.83% 14.62% 14.19% Finance charges increased due to the following: Years Ended December 31, 2002 2001 2000 (dollars in millions) Increase in average net receivables $ 89.1 $ 37.1 $169.0 (Decrease) increase in yield (78.8) 57.4 (18.0) (Decrease) increase in number of days - (3.5) 3.2 Total $ 10.3 $ 91.0 $154.2 Growth in average net receivables by type was as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Real estate loans $ 862.0 $ 121.0 $ 893.3 Non-real estate loans (93.0) 149.0 287.3 Retail sales finance (44.7) 22.4 122.6 Total $ 724.3 $ 292.4 $1,303.2 Percent change 6% 3% 13% In 2002, the low interest rate environment caused significant increases in both originations and liquidations of our real estate loans. However, we took advantage of the record real estate loan refinancings that occurred in the market in general and acquired $2.3 billion of real estate loan portfolios from third party originators. In 2001, a slowing economy limited average net receivable growth. 36 Item 7. Continued Changes in yield in basis points (bp) by type were as follows: Years Ended December 31, 2002 2001 2000 Real estate loans (87) bp 49 bp (16) bp Non-real estate loans (3) 5 (42) Retail sales finance 37 44 (51) Total (79) 43 (31) Yield decreased in 2002 primarily reflecting a lower real estate loan yield resulting from the low interest rate environment. We anticipate further decreases in yield in 2003. Yield increased in 2001 primarily due to higher yield on real estate loans originated, renewed, and purchased during 2000 and the first half of 2001 in response to rising interest rates from mid-1999 through mid-2000. Insurance Revenues Years Ended December 31, 2002 2001 2000 (dollars in millions) Insurance revenues $191.2 $195.4 $196.2 Amount change $ (4.2) $ (0.8) $ 11.7 Percent change (2)% -% 6% Insurance revenues declined during 2002 reflecting a higher proportion of average net receivables that are real estate loans, as well as a decrease in the amount of premiums permitted to be charged in a number of states. Our experience is that customers purchase fewer insurance products on real estate loans than on non-real estate loans. Insurance revenues were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Earned premiums $189.0 $193.0 $193.4 Commissions 2.2 2.4 2.8 Total $191.2 $195.4 $196.2 Earned premiums decreased in 2002 and 2001 due to lower premium volume and lower premium rates. 37 Item 7. Continued Other Revenues Years Ended December 31, 2002 2001 2000 (dollars in millions) Other revenues $ 110.8 $ 111.5 $ 129.0 Amount change $ (0.7) $ (17.5) $ 21.1 Percent change (1)% (14)% 20% Average invested assets $1,252.6 $1,231.2 $1,149.0 Adjusted portfolio yield 6.84% 7.03% 7.35% Net realized (losses) gains on investments $ (4.4) $ (3.0) $ 2.8 Other revenues were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Investment revenue $ 85.8 $ 86.7 $ 90.5 Interest revenue - notes receivable from AGFI 15.8 21.0 30.6 Writedowns on real estate owned (8.6) (4.6) (3.5) Net gains (losses) on real estate owned sales 2.9 (1.1) 4.2 Other 14.9 9.5 7.2 Total $110.8 $111.5 $129.0 The decrease in other revenues for 2002 was primarily due to lower interest revenue on notes receivable from AGFI and higher writedowns on real estate owned, partially offset by net gains on foreclosed real estate in 2002 compared to net losses in 2001 and higher service fee income from a non-subsidiary affiliate. The decrease in interest revenue on notes receivable from AGFI reflected lower interest rates. These notes support AGFI's funding of finance receivables. The decrease in other revenues for 2001 was primarily due to lower interest revenue on notes receivable from AGFI, which reflected lower interest rates, net losses on foreclosed real estate in 2001 compared to net gains in 2000, and lower investment revenue. The decrease in investment revenue reflected net realized losses in 2001 compared to net realized gains in 2000 and a decline in adjusted portfolio yield of 32 basis points, partially offset by growth in average invested assets for the insurance operation of $82.2 million. The increase in average invested assets in 2001 was primarily due to investment of insurance operation's cash flows. The decrease in adjusted portfolio yield in 2001 reflected market conditions. 38 Item 7. Continued Interest Expense Years Ended December 31, 2002 2001 2000 (dollars in millions) Interest expense $ 553.9 $ 620.5 $ 677.4 Amount change $ (66.6) $ (56.9) $ 113.4 Percent change (11)% (8)% 20% Average borrowings $11,180.4 $10,373.6 $10,258.5 Borrowing cost 4.95% 5.98% 6.60% Interest expense (decreased) increased due to the following: Years Ended December 31, 2002 2001 2000 (dollars in millions) Increase in average borrowings $ 48.2 $ 7.6 $ 77.5 (Decrease) increase in borrowing cost (114.8) (64.1) 35.2 (Decrease) increase in number of days - (0.4) 0.7 Total $ (66.6) $(56.9) $113.4 Changes in average borrowings by type were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Long-term debt $1,321.9 $ 318.4 $ 282.8 Short-term debt (515.1) (203.3) 957.5 Total $ 806.8 $ 115.1 $1,240.3 Percent change 8% 1% 14% AGFC issued $4.6 billion of long-term debt in 2002, compared to $1.9 billion in 2001. The proceeds of the 2002 long-term debt issuances were used to support finance receivable growth and to repay commercial paper. Changes in borrowing cost in basis points by type were as follows: Years Ended December 31, 2002 2001 2000 Long-term debt (77) bp 2 bp 3 bp Short-term debt (188) (150) 82 Total (103) (62) 35 39 Item 7. Continued Federal Reserve actions lowered the federal funds rate a total of 475 basis points between December 2000 and December 2001 and another 50 basis points on November 6, 2002 resulting in a low market rate environment. These actions resulted in lower rates for short-term debt and long-term debt in 2002 and lower rates for short-term debt in 2001. Operating Expenses Years Ended December 31, 2002 2001 2000 (dollars in millions) Operating expenses $551.2 $530.0 $525.8 Amount change $ 21.2 $ 4.2 $ 16.3 Percent change 4% 1% 3% Operating expenses as a percentage of average net receivables 4.54% 4.64% 4.73% Operating expenses were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Salaries and benefits $309.2 $294.0 $282.9 Other 242.0 236.0 242.9 Total $551.2 $530.0 $525.8 The increase in operating expenses for 2002 was primarily due to higher salaries and benefits, data processing, and administrative expenses allocated from AIG, partially offset by the absence of goodwill amortization in 2002. The increase in operating expenses for 2001 was primarily due to higher salaries and benefits, partially offset by higher deferred loan origination costs. The increases in salaries and benefits for 2002 and 2001 reflected higher competitive compensation and rising benefit costs. The improvements in operating expenses as a percentage of average net receivables in 2002 and 2001 reflected controlled operating expenses. The decrease in operating expenses as a percentage of average net receivables in 2002 also reflected moderate finance receivable growth. 40 Item 7. Continued Provision for Finance Receivable Losses At or for the Years Ended December 31, 2002 2001 2000 (dollars in millions) Provision for finance receivable losses $296.4 $284.7 $202.5 Amount change $ 11.7 $ 82.2 $ (0.5) Percent change 4% 41% -% Net charge-offs $290.2 $258.7 $202.5 Charge-off ratio 2.41% 2.27% 1.82% Charge-off coverage 1.56x 1.70x 1.84x 60 day+ delinquency $513.8 $456.9 $413.9 Delinquency ratio 3.68% 3.73% 3.45% Allowance for finance receivable losses $453.7 $438.9 $372.8 Allowance ratio 3.34% 3.74% 3.26% Changes in net charge-offs by type were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Real estate loans $ 2.7 $ 4.6 $ 6.8 Non-real estate loans 23.5 42.1 (3.8) Retail sales finance 5.3 9.5 (3.5) Total $31.5 $56.2 $(0.5) Changes in charge-off ratios in basis points by type were as follows: Years Ended December 31, 2002 2001 2000 Real estate loans (3) bp 5 bp 1 bp Non-real estate loans 104 121 (70) Retail sales finance 48 65 (49) Total 14 45 (26) Net charge-offs and the charge-off ratio increased in 2002 and 2001 reflecting a sluggish economy in 2002 and a slowing economy in 2001 and higher levels of unemployment and personal bankruptcies. 41 Item 7. Continued Changes in delinquency from the prior year end by type were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Real estate loans $47.0 $11.0 $24.9 Non-real estate loans 7.1 22.5 (8.7) Retail sales finance 2.8 9.5 3.4 Total $56.9 $43.0 $19.6 Changes in delinquency ratio from the prior year end in basis points by type were as follows: Years Ended December 31, 2002 2001 2000 Real estate loans (14) bp (2) bp 28 bp Non-real estate loans 18 82 (99) Retail sales finance 33 63 7 Total (5) 28 (5) The delinquency ratio at December 31, 2002 decreased due to a higher proportion of net finance receivables that are real estate loans, which generally have lower delinquency. The delinquency ratio at December 31, 2001 increased reflecting slowing economic conditions in 2001. The increase in delinquency at December 31, 2002 and 2001 also reflected higher net finance receivables. Our Credit Strategy and Policy Committee evaluates our finance receivable portfolio monthly to determine the appropriate level of the allowance for finance receivable losses. We believe the amount of the allowance for finance receivable losses is the most significant estimate we make. In our opinion, the allowance is adequate to absorb losses inherent in our existing portfolio. The increase in the allowance for finance receivable losses at December 31, 2002 was due to: * increases to the allowance for finance receivable losses through the provision for finance receivable losses in 2002 totaling $6.2 million (these increases were necessary in response to our increased delinquency and net charge-offs and the higher levels of both unemployment and personal bankruptcies in the United States); * increase to the allowance for finance receivable losses in 2002 of $8.6 million resulting from a purchase business combination. The allowance as a percentage of net finance receivables declined in 2002 reflecting purchases of higher quality real estate loans during the last half of 2002. The increase in the allowance ratio in 2001 reflected slowing economic conditions. 42 Item 7. Continued Charge-off coverage, which compares the allowance for finance receivable losses to net charge-offs, declined in 2002 and 2001 reflecting higher net charge-offs, partially offset by increases to allowance for finance receivable losses. Insurance Losses and Loss Adjustment Expenses Years Ended December 31, 2002 2001 2000 (dollars in millions) Insurance losses and loss adjustment expenses $83.3 $88.1 $88.4 Amount change $(4.8) $(0.3) $ 1.8 Percent change (5)% -% 2% Insurance losses and loss adjustment expenses were as follows: Years Ended December 31, 2002 2001 2000 (dollars in millions) Claims incurred $85.3 $90.3 $83.0 Change in benefit reserves (2.0) (2.2) 5.4 Total $83.3 $88.1 $88.4 Claims incurred decreased $5.0 million for 2002 primarily due to decreases in claim reserves, partially offset by increases in claims paid. Benefit reserves decreased $7.6 million for 2001 due to decreased sales of non-credit insurance products. Claims incurred increased $7.3 million for 2001 primarily due to increased credit insurance loss experience. Other Charges In third quarter 2001, we recorded charges of $58.0 million ($37.7 million aftertax) resulting from our review of our businesses and the assets supporting those businesses, as well as the adoption of AIG's accounting policies and methodologies, in connection with AIG's indirect acquisition of the Company. See Note 18. of the Notes to Consolidated Financial Statements in Item 8. for further information on these charges. 43 Item 7. Continued Provision for Income Taxes Years Ended December 31, 2002 2001 2000 (dollars in millions) Provision for income taxes $146.8 $141.4 $148.7 Amount change $ 5.4 $ (7.3) $ 20.6 Percent change 4% (5)% 16% Pretax income $496.3 $394.2 $408.8 Effective income tax rate 29.58% 35.88% 36.37% Provision for income taxes increased during 2002 primarily due to higher taxable income, partially offset by a lower effective income tax rate. During fourth quarter 2002, we reduced the provision for income taxes by $30.0 million resulting from a favorable settlement of income tax audit issues. This decreased the effective income tax rate for 2002. The decrease in provision for income taxes for 2001 was primarily due to lower taxable income resulting from the other charges of $58.0 million in third quarter 2001. ANALYSIS OF FINANCIAL CONDITION Asset Quality We believe that our geographic diversification reduces the risk associated with a recession in any one region. In addition, 96% of our finance receivables at December 31, 2002 were secured by real property or personal property. While finance receivables have some exposure to further economic uncertainty, we believe that the allowance for finance receivable losses is adequate to absorb losses inherent in our existing portfolio. See Analysis of Operating Results for further information on allowance ratio, delinquency ratio, and charge-off ratio and Note 2. of the Notes to Consolidated Financial Statements in Item 8. for further information on how we estimate finance receivable losses. Investment securities are the majority of our insurance operation's investment portfolio. Our investment strategy is to optimize aftertax returns on invested assets, subject to the constraints of safety, liquidity, diversification, and regulation. Asset/Liability Management We manage anticipated cash flows of our assets and liabilities, principally our finance receivables and debt, in an effort to reduce the risk associated with unfavorable changes in interest rates not met by changes in finance charge yields of our finance receivables. Real estate loans have an expected life of 2.7 years (although this can change in response to interest rate changes), non-real estate loans have an expected life of 1.6 years and retail sales finance receivables have an expected life of 9 months. The weighted-average years to maturity for our long-term debt was 3.5 years at December 31, 2002. 44 Item 7. Continued We fund finance receivables with a combination of fixed-rate and floating-rate debt and equity. Management determines the mix of fixed- rate and floating-rate debt based, in part, on the nature of the finance receivables being supported. We limit our exposure to market interest rate increases by fixing interest rates that we pay for term periods. The primary way we accomplish this is by issuing fixed-rate debt. To supplement fixed- rate debt issuances, AGFC also alters the nature of certain floating- rate funding by using interest rate swap agreements to synthetically create fixed-rate, long-term debt, thereby limiting our exposure to market interest rate increases. Additionally, AGFC has swapped fixed- rate, long-term debt to floating-rate, long-term debt. Including the effect of interest rate swap agreements that effectively fix floating- rate debt or float fixed-rate debt, floating-rate debt represented 34% of our average borrowings for 2002 compared to 30% for 2001. REGULATION AND OTHER Regulation The regulatory environment of the consumer finance and insurance businesses is described in Item 1. Taxation We monitor federal and state tax legislation and respond with appropriate tax planning. 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The fair values of certain of our assets and liabilities are sensitive to changes in market interest rates. The impact of changes in interest rates would be reduced by the fact that increases (decreases) in fair values of assets would be partially offset by corresponding changes in fair values of liabilities. In aggregate, the estimated impact of an immediate and sustained 100 basis point increase or decrease in interest rates on the fair values of our interest rate-sensitive financial instruments would not be material to our financial position. The estimated increases (decreases) in fair values of interest rate- sensitive financial instruments were as follows: December 31, 2002 December 31, 2001 +100 bp -100 bp +100 bp -100 bp (dollars in thousands) Assets Net finance receivables, less allowance for finance receivable losses $(346,670) $ 379,042 $(309,671) $ 334,852 Fixed-maturity investment securities (73,058) 77,812 (54,178) 44,508 Liabilities Long-term debt (227,886) 240,637 (122,673) 128,185 Interest rate swap agreements 10,114 (9,979) 37,902 (72,169) At each year end, we derived the changes in fair values by modeling estimated cash flows of certain of our assets and liabilities. The assumptions we used adjusted cash flows to reflect changes in prepayments and calls but did not consider loan originations, debt issuances, or new investment purchases. Readers should exercise care in drawing conclusions based on the above analysis. While these changes in fair values provide a measure of interest rate sensitivity, they do not represent our expectations about the impact of interest rate changes on our financial results. This analysis is also based on our exposure at a particular point in time and incorporates numerous assumptions and estimates. It also assumes an immediate change in interest rates, without regard to the impact of certain business decisions or initiatives that we would likely undertake to mitigate or eliminate some or all of the adverse effects of the modeled scenarios. Item 8. Financial Statements and Supplementary Data. The Report of Management's Responsibility, Report of Independent Accountants, Report of Independent Auditors, and the related consolidated financial statements are presented on the following pages. 46 REPORT OF MANAGEMENT'S RESPONSIBILITY The Company's management is responsible for the integrity and fair presentation of our consolidated financial statements and all other financial information presented in this report. We prepared our consolidated financial statements using accounting principles generally accepted in the United States (GAAP). We made estimates and assumptions that affect amounts recorded in the financial statements and disclosures of contingent assets and liabilities. The Company's management is responsible for establishing and maintaining an internal control structure and procedures for financial reporting. These systems are designed to provide reasonable assurance that assets are safeguarded from loss or unauthorized use, that transactions are recorded according to GAAP under management's direction and that financial records are reliable to prepare financial statements. We support the internal control structure with careful selection, training and development of qualified personnel. The Company's employees are subject to AIG's Code of Conduct designed to assure that all employees perform their duties with honesty and integrity. We do not allow loans to executive officers. The systems include a documented organizational structure and policies and procedures that we communicate throughout the Company. Our internal auditors report directly to AIG to strengthen independence. They continually monitor the operation of our internal controls and report their findings to the Company's management and AIG's internal audit department. We take prompt action to correct control deficiencies and address opportunities for improving the system. The Company's management assesses the adequacy of our internal control structure quarterly. Based on these assessments, management has concluded that the internal control structure and the procedures for financial reporting have functioned effectively and that the consolidated financial statements fairly present our consolidated financial position and the results of our operations for the periods presented. 47 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of American General Finance Corporation: In our opinion, the consolidated financial statements listed in the index appearing under Items 15(a)(1) and (2) on page 88 present fairly, in all material respects, the financial position of American General Finance Corporation and its subsidiaries (the "Company") at December 31, 2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule at and for the year ended December 31, 2002 listed in the index appearing under Item 15(d) on page 89 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As discussed in Note 3, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, on January 1, 2002. Additionally, as discussed in Note 22, the Company has changed its method of accounting for pensions for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 14, 2003 48 REPORT OF INDEPENDENT AUDITORS The Board of Directors American General Finance Corporation We have audited the accompanying consolidated balance sheet of American General Finance Corporation (a wholly owned subsidiary of American General Finance, Inc.) and subsidiaries as of December 31, 2001, and the related consolidated statements of income, shareholder's equity, cash flows, and comprehensive income for each of the two years in the period ended December 31, 2001. Our audits also included the financial statement schedule as of or for each of the two years in the period ended December 31, 2001 listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of American General Finance Corporation and subsidiaries at December 31, 2001, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 3. to the consolidated financial statements, in 2001 the Company changed its method of accounting for derivative financial instruments. /s/ Ernst & Young LLP Indianapolis, Indiana January 31, 2002 49 American General Finance Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2002 2001 (dollars in thousands) Assets Net finance receivables (Notes 2. and 4.): Real estate loans $ 9,313,496 $ 7,444,484 Non-real estate loans 2,905,339 2,865,985 Retail sales finance 1,355,503 1,408,111 Net finance receivables 13,574,338 11,718,580 Allowance for finance receivable losses (Note 5.) (453,668) (438,860) Net finance receivables, less allowance for finance receivable losses 13,120,670 11,279,720 Investment securities (Note 6.) 1,227,156 1,142,186 Cash and cash equivalents 144,565 175,492 Notes receivable from parent (Note 7.) 269,240 267,656 Other assets (Note 8.) 639,091 582,572 Total assets $15,400,722 $13,447,626 Liabilities and Shareholder's Equity Long-term debt (Notes 9. and 12.) $ 9,566,256 $ 6,300,171 Commercial paper (Notes 10. and 12.) 3,061,141 4,578,637 Insurance claims and policyholder liabilities (Note 13.) 472,348 495,588 Other liabilities (Note 14.) 453,487 441,280 Accrued taxes 37,562 86,023 Total liabilities 13,590,794 11,901,699 Shareholder's equity: Common stock (Note 15.) 5,080 5,080 Additional paid-in capital 951,175 877,526 Accumulated other comprehensive loss (Note 16.) (68,938) (61,687) Retained earnings (Note 17.) 922,611 725,008 Total shareholder's equity 1,809,928 1,545,927 Total liabilities and shareholder's equity $15,400,722 $13,447,626 See Notes to Consolidated Financial Statements. 50 American General Finance Corporation and Subsidiaries Consolidated Statements of Income Years Ended December 31, 2002 2001 2000 (dollars in thousands) Revenues Finance charges $1,678,923 $1,668,613 $1,577,551 Insurance 191,230 195,393 196,241 Other 110,821 111,530 129,034 Total revenues 1,980,974 1,975,536 1,902,826 Expenses Interest expense 553,877 620,487 677,372 Operating expenses 551,187 529,966 525,836 Provision for finance receivable losses 296,365 284,735 202,461 Insurance losses and loss adjustment expenses 83,275 88,111 88,354 Other charges (Note 18.) - 58,020 - Total expenses 1,484,704 1,581,319 1,494,023 Income before provision for income taxes 496,270 394,217 408,803 Provision for Income Taxes (Note 19.) 146,775 141,426 148,673 Net Income $ 349,495 $ 252,791 $ 260,130 See Notes to Consolidated Financial Statements. 51 American General Finance Corporation and Subsidiaries Consolidated Statements of Shareholder's Equity Years Ended December 31, 2002 2001 2000 (dollars in thousands) Common Stock Balance at beginning of year $ 5,080 $ 5,080 $ 5,080 Balance at end of year 5,080 5,080 5,080 Additional Paid-in Capital Balance at beginning of year 877,526 877,514 877,514 Capital contributions from parent and other 73,649 12 - Balance at end of year 951,175 877,526 877,514 Accumulated Other Comprehensive (Loss) Income Balance at beginning of year (61,687) 2,628 (6,694) Change in net unrealized gains (losses): Investment securities 23,792 3,546 9,322 Interest rate swaps (31,391) (67,513) - Minimum pension liability 348 (348) - Balance at end of year (68,938) (61,687) 2,628 Retained Earnings Balance at beginning of year 725,008 901,072 826,059 Net income 349,495 252,791 260,130 Common stock dividends (151,892) (428,855) (185,117) Balance at end of year 922,611 725,008 901,072 Total Shareholder's Equity $1,809,928 $1,545,927 $1,786,294 See Notes to Consolidated Financial Statements. 52 American General Finance Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2002 2001 2000 (dollars in thousands) Cash Flows from Operating Activities Net Income $ 349,495 $ 252,791 $ 260,130 Reconciling adjustments: Provision for finance receivable losses 296,365 284,735 202,461 Depreciation and amortization 149,248 143,896 143,919 Deferral of finance receivable origination costs (58,688) (56,940) (52,874) Deferred income tax (benefit) charge (59,155) (26,211) 10,536 Change in other assets and other liabilities (39,780) 50,799 88,890 Change in insurance claims and policyholder liabilities (23,240) (23,859) 57,347 Change in taxes receivable and payable (51,977) 70,163 69,076 Other charges - 58,020 - Other, net 931 (3,306) (7,317) Net cash provided by operating activities 563,199 750,088 772,168 Cash Flows from Investing Activities Finance receivables originated or purchased (8,054,343) (6,366,214) (6,102,085) Principal collections on finance receivables 6,178,230 5,814,968 5,198,382 Acquisition of First Horizon (208,666) - - Investment securities purchased (806,989) (1,024,553) (644,133) Investment securities called and sold 713,653 981,068 524,627 Investment securities matured 42,475 10,310 10,335 Change in notes receivable from parent (1,584) (6,335) (71,438) Change in premiums on finance receivables purchased and deferred charges (87,837) (35,621) (21,941) Other, net (11,683) (14,942) (18,664) Net cash used for investing activities (2,236,744) (641,319) (1,124,917) Cash Flows from Financing Activities Proceeds from issuance of long-term debt 4,638,983 1,892,820 1,240,329 Repayment of long-term debt (1,393,714) (1,263,973) (1,286,000) Change in short-term notes payable (1,517,496) (267,808) 599,925 Capital contributions from parent 66,737 - - Dividends paid (151,892) (428,855) (185,117) Net cash provided by (used for) financing activities 1,642,618 (67,816) 369,137 (Decrease) increase in cash and cash equivalents (30,927) 40,953 16,388 Cash and cash equivalents at beginning of year 175,492 134,539 118,151 Cash and cash equivalents at end of year $ 144,565 $ 175,492 $ 134,539 <FN> <F1> See Notes to Consolidated Financial Statements. </FN> 53 American General Finance Corporation and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31, 2002 2001 2000 (dollars in thousands) Net Income $ 349,495 $ 252,791 $ 260,130 Other comprehensive (loss) gain: Net unrealized (losses) gains: Investment securities 32,220 2,446 17,151 Interest rate swaps: Transition adjustment - (42,103) - Current period (151,142) (121,636) - Minimum pension liability 535 (535) - Income tax effect: Investment securities (11,288) (843) (6,003) Interest rate swaps: Transition adjustment - 14,736 - Current period 52,900 42,573 - Minimum pension liability (187) 187 - Net unrealized (losses) gains, net of tax (76,962) (105,175) 11,148 Reclassification adjustments for realized losses (gains) included in net income: Investment securities 4,400 2,989 (2,809) Interest rate swaps 102,848 59,872 - Income tax effect: Investment securities (1,540) (1,046) 983 Interest rate swaps (35,997) (20,955) - Realized losses (gains) included in net income, net of tax 69,711 40,860 (1,826) Other comprehensive (loss) gain, net of tax (7,251) (64,315) 9,322 Comprehensive income $ 342,244 $ 188,476 $ 269,452 See Notes to Consolidated Financial Statements. 54 American General Finance Corporation and Subsidiaries Notes to Consolidated Financial Statements December 31, 2002 Note 1. Nature of Operations American General Finance Corporation will be referred to as "AGFC" or collectively with its subsidiaries, whether directly or indirectly owned, as the "Company" or "we". AGFC is a wholly owned subsidiary of American General Finance, Inc. (AGFI). Since August 29, 2001, AGFI has been an indirect wholly owned subsidiary of American International Group, Inc. (AIG). AIG is a holding company, which through its subsidiaries is engaged in a broad range of insurance and insurance- related activities and financial services in the United States and abroad. AGFC is a financial services holding company with subsidiaries engaged primarily in the consumer finance and credit insurance businesses. At December 31, 2002, the Company had 1,369 offices in 44 states, Puerto Rico and the U.S. Virgin Islands and approximately 7,400 employees. In our consumer finance operation, we: * make home equity loans; * originate secured and unsecured consumer loans; * extend lines of credit; * purchase retail sales contracts and provide revolving retail services arising from the retail sale of consumer goods and services by approximately 20,000 retail merchants; and * purchase private label receivables originated by a non- subsidiary affiliate arising from the sales by approximately 40 retail merchants under a participation agreement. To supplement our lending and retail sales financing activities, we purchase portfolios of real estate loans, non-real estate loans, and retail sales finance receivables. We also offer credit and non-credit insurance to our consumer finance customers. In our insurance operation, we principally write and assume credit life, credit accident and health, credit-related property and casualty, and non-credit insurance covering our consumer finance customers and property pledged as collateral. See Note 23. for further information on the Company's business segments. We fund our operations principally through net cash flows from operating activities, issuances of long-term debt, short-term borrowings in the commercial paper market, borrowings from banks under credit facilities, and capital contributions from our parent. On September 16, 2002, we acquired the majority of the assets of First Horizon Money Centers, a consumer financial services subsidiary of First Tennessee Bank National Association, in a purchase business combination. The fair value of the assets acquired totaled $208.7 million, representing real estate loans, non-real estate loans, and retail sales finance receivables. We also acquired certain branch office locations by assuming the branch office leases and hired certain branch office personnel. We included the acquisition of First Horizon in our consolidated financial statements since the date of acquisition. 55 Notes to Consolidated Financial Statements, Continued At December 31, 2002, the Company had $13.6 billion of net finance receivables due from approximately 1.9 million customer accounts and $6.2 billion of credit and non-credit life insurance in force covering approximately 1.0 million customer accounts. Note 2. Summary of Significant Accounting Policies BASIS OF PRESENTATION We prepared our consolidated financial statements using accounting principles generally accepted in the United States (GAAP). The statements include the accounts of AGFC and its subsidiaries, all of which are wholly owned. We eliminated all intercompany items. We made estimates and assumptions that affect amounts reported in our financial statements and disclosures of contingent assets and liabilities. Ultimate results could differ from our estimates. To conform to the 2002 presentation, we reclassified certain items in prior periods. CONSUMER FINANCE OPERATION Finance Receivables We carry finance receivables at amortized cost which includes accrued finance charges on interest bearing finance receivables, unamortized deferred origination costs, and unamortized net premiums and discounts on purchased finance receivables. They are net of unamortized finance charges on precomputed receivables and unamortized points and fees. We determine delinquency on finance receivables contractually. Although a significant portion of insurance claims and policyholder liabilities originate from the finance receivables, our policy is to report them as liabilities and not net them against finance receivables. Finance receivables relate to the financing activities of our consumer finance business segment, and insurance claims and policyholder liabilities relate to the underwriting activities of our insurance business segment. Revenue Recognition We recognize finance charges as revenue on the accrual basis using the interest method. We amortize premiums and discounts on purchased finance receivables as a revenue adjustment. We defer the costs to originate certain finance receivables and the revenue from nonrefundable points and fees on loans and amortize them to revenue on the accrual basis using the interest method over the lesser of the contractual term or the estimated life based upon prepayment experience. If a finance receivable liquidates before amortization is completed, we charge or credit any unamortized premiums, discounts, origination costs, or points and fees to revenue at the date of liquidation. We recognize late charges, prepayment penalties, and deferment fees as revenue when received. 56 Notes to Consolidated Financial Statements, Continued We stop accruing revenue when the fourth contractual payment becomes past due for loans and retail sales contracts and when the sixth contractual payment becomes past due for revolving retail and private label. Beginning in third quarter 2001, in conformity with AIG policy, we reverse amounts previously accrued upon suspension. Prior to AIG's indirect acquisition of the Company, we did not reverse amounts previously accrued upon suspension. After suspension, we recognize revenue for loans and retail sales contracts only to the extent of any additional payments we receive. Allowance for Finance Receivable Losses We establish the allowance for finance receivable losses primarily through the provision for finance receivable losses charged to expense. We believe the amount of the allowance for finance receivable losses is the most significant estimate we make. Our Credit Strategy and Policy Committee evaluates our finance receivable portfolio monthly. Within our three main finance receivable types are sub-portfolios, each consisting of a large number of relatively small, homogenous accounts. We evaluate these sub-portfolios for impairment as groups. None of our accounts are large enough to warrant individual evaluation for impairment. Our Credit Strategy and Policy Committee considers numerous factors in estimating losses inherent in our finance receivable portfolio, including the following: * current economic conditions; * prior finance receivable loss and delinquency experience; and * the composition of our finance receivable portfolio. Our policy is to charge off each month to the allowance for finance receivable losses non-real estate loans on which payments received in the prior six months have totaled less than 5% of the original loan amount and retail sales finance that are six installments past due. We start foreclosure proceedings on real estate loans when four monthly installments are past due. When foreclosure is completed and we have obtained title to the property, we obtain a broker purchase offer, which is a real estate broker's or appraiser's estimate of the property's sale value without the benefit of a full interior and exterior appraisal and lacking sales comparisons. We reduce finance receivables by the amount of the real estate loan, establish a real estate owned asset valued at lower of cost or 85% of the broker purchase offer, and charge off any loan amount in excess of that value to the allowance for finance receivable losses. We occasionally extend the charge-off period for individual accounts when, in our opinion, such treatment is warranted. We increase the allowance for finance receivable losses for recoveries on accounts previously charged off. We may rewrite delinquent account if the customer has sufficient income and it does not appear that the cause of past delinquency will affect the customer's ability to repay the new loan. We subject all renewals, whether the customer's account is current or delinquent, to the same credit risk underwriting process as we would a new customer. 57 Notes to Consolidated Financial Statements, Continued We may allow a deferment, which is a partial payment that extends the term of an account. The partial payment amount is usually the greater of one-half of a regular monthly payment or the amount necessary to bring the interest on the account current. We limit a customer to two deferments in a rolling twelve-month period. Real Estate Owned We acquire real estate owned through foreclosure on real estate loans. We record real estate owned in other assets, initially at lower of cost or 85% of the broker purchase offer, which approximates the fair value less the estimated cost to sell. If we do not sell a property within one year of acquisition, we reduce the carrying value by five percent of the initial value each month beginning in the thirteenth month. Prior to AIG's indirect acquisition of the Company in August 2001, we did not begin this writedown until the nineteenth month. We continue the writedown until the property is sold or the carrying value is reduced to ten percent of the initial value. We charge these writedowns to other revenues. We record the sale price we receive for a property less the carrying value and any amounts required to be refunded to the customer as a gain or loss in other revenues. We do not profit from foreclosures in accordance with the American Financial Services Association's Voluntary Standards for Consumer Mortgage Lending. We only attempt to recover our investment in the property, including expenses incurred. Customer Relationships Customer relationships, included in other assets, are intangible assets we acquire by assigning a portion of the purchase price on certain portfolio acquisitions to the customer relationships. In those instances, we expect our relationships with the customers to last beyond the terms of the finance receivables we purchased. We charge customer relationships to expense in equal amounts generally over six years. INSURANCE OPERATION Revenue Recognition We recognize credit insurance premiums on closed-end real estate loans and revolving finance receivables as revenue when billed monthly. We defer credit insurance premiums collected in advance in unearned premium reserves which are included in insurance claims and policyholder liabilities. We recognize unearned premiums on credit life insurance as revenue using the sum-of-the-digits or actuarial methods, except in the case of level-term contracts, which we recognize as revenue using the straight-line method over the terms of the policies. We recognize unearned premiums on credit accident and health insurance as revenue using an average of the sum-of-the-digits and the straight-line methods. We recognize unearned premiums on credit- related property and casualty insurance as revenue using the straight- line method over the terms of the policies or appropriate shorter periods. We recognize non-credit life insurance premiums as revenue when collected but not before their due dates. 58 Notes to Consolidated Financial Statements, Continued Policy Reserves Policy reserves for credit life, credit accident and health, and credit-related property and casualty insurance equal related unearned premiums. We base claim reserves on Company experience. We estimate reserves for losses and loss adjustment expenses for credit-related property and casualty insurance based upon claims reported plus estimates of incurred but not reported claims. We accrue liabilities for future life insurance policy benefits associated with non-credit life contracts when we recognize premium revenue and base the amounts on assumptions as to investment yields, mortality, and surrenders. We base annuity reserves on assumptions as to investment yields and mortality. We base non-credit life, individual annuity, group annuity, credit life, credit accident and health, and credit-related property and casualty insurance reserves assumed under coinsurance agreements where we assume the risk of loss on various tabular and unearned premium methods. Acquisition Costs We defer insurance policy acquisition costs, principally commissions, reinsurance fees, and premium taxes. We include them in other assets and charge them to expense over the terms of the related policies or reinsurance agreements. INVESTMENT SECURITIES Valuation We currently classify all investment securities as available-for-sale and record them at fair value. We adjust related balance sheet accounts as if the unrealized gains and losses on investment securities had been realized, and record the net adjustment in accumulated other comprehensive income (loss) in shareholder's equity. If the fair value of an investment security classified as available-for-sale declines below its cost and we consider the decline to be other than temporary, we reduce the investment security to its fair value, and recognize a realized loss. Revenue Recognition We recognize interest on interest bearing fixed maturity investment securities as revenue on the accrual basis. We amortize any premiums or discounts as a revenue adjustment using the interest method. We stop accruing interest revenue when the collection of interest becomes uncertain. We record dividends as revenue on ex-dividend dates. We recognize income on mortgage-backed securities as revenue using a constant effective yield based on estimated prepayment of the underlying mortgages. If actual prepayments differ from estimated prepayments, we calculate a new effective yield and adjust the net investment in the security accordingly. We record the adjustment, along with all investment revenue, in other revenues. 59 Notes to Consolidated Financial Statements, Continued Realized Gains and Losses on Investment Securities We specifically identify realized gains and losses on investment securities and include them in other revenues. OTHER Other Invested Assets Commercial mortgage loans, investment real estate, and insurance policy loans are part of our insurance operation's investment portfolio and are included in other assets. We recognize interest on commercial mortgage loans and insurance policy loans as revenue using the interest method. We stop accruing revenue when collection of interest becomes uncertain. We recognize pretax operating income from the operation of our investment real estate as revenue monthly. Other invested asset revenue is included in other revenues. Cash Equivalents We consider all short-term investments with a maturity at date of purchase of three months or less to be cash equivalents. Goodwill On January 1, 2002, we adopted Statement of Financial Accounting Standards (SFAS) 142, "Goodwill and Other Intangible Assets." During the first quarter of each year, we test both the consumer finance business segment and the insurance business segment for goodwill impairment. Impairment is the condition that exists when the carrying value of goodwill exceeds its implied fair value. We assess the fair value of the underlying business using a projected ten year earnings stream, discounted using the Treasury "risk free" rate. The "risk free" rate is the yield on ten year U.S. Treasury Bills as of December 31 of the prior year. If the required impairment testing suggests that goodwill is impaired, we reduce goodwill to an amount that results in the carrying value of the underlying business approximating fair value. See Note 3. for information on the adoption of SFAS 142. Prior to our adoption of SFAS 142, we charged goodwill to expense in equal amounts over 20 to 40 years. Income Taxes We establish deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of assets and liabilities, using the tax rates expected to be in effect when the temporary differences reverse. We provide a valuation allowance for deferred tax assets if it is likely that some portion of the deferred tax asset will not be realized. We include an increase or decrease in a valuation allowance resulting from a change in the realizability of the related deferred tax asset in income. 60 Notes to Consolidated Financial Statements, Continued Derivative Financial Instruments On the date we enter into a derivative contract, we designate the interest rate swap agreement as a cash flow hedge or a fair value hedge. We recognize the fair values of interest rate swap agreements in the consolidated balance sheet in other assets or other liabilities depending on their positive or negative fair values. Cash flow hedges hedge the variable cash flows to be paid on recognized liabilities and fair value hedges hedge the fair value of recognized liabilities. We formally document all relationships between the interest rate swap agreement and the hedged liability. This documentation includes the following: * our risk management objective; * our strategy in entering into the interest rate swap agreement; and * our method to measure hedge effectiveness and ineffectiveness. We also formally assess, both at the interest rate swap agreement inception and ongoing, whether the interest rate swap agreements are highly effective in offsetting changes in cash flows or fair values of the hedged liabilities. We report the effective portion of the gain or loss on the instruments as a component of other comprehensive income. We report any ineffectiveness in other revenues. If we discontinue hedge accounting because we determine the interest rate swap agreement no longer qualifies as an effective hedge, we will continue to carry the interest rate swap agreement in the balance sheet at its fair value, and recognize changes in fair value in income. For cash flow hedges, we will reclassify amounts we previously recorded in other comprehensive income to income as earnings are affected by the variability in cash flows of the hedged item. For fair value hedges, we will reverse the recorded fair value adjustment of the hedged item to income. If we terminate an interest rate swap agreement before maturity, we will remove it from the balance sheet. We accrue the differences between amounts payable and receivable on interest rate swap agreements as adjustments to interest expense over the lives of the agreements. We include the related amounts payable to and receivable from counterparties in other liabilities and other assets. Fair Value of Financial Instruments We estimate the fair values disclosed in Note 25. using discounted cash flows when quoted market prices or values obtained from independent pricing services are not available. The assumptions used, including the discount rate and estimates of future cash flows, significantly affect the valuation techniques employed. In certain cases, we cannot verify the estimated fair values by comparison to independent markets or realize the estimated fair values in immediate settlement of the instruments. 61 Notes to Consolidated Financial Statements, Continued Note 3. Accounting Changes On January 1, 2002, we adopted SFAS 142, "Goodwill and Other Intangible Assets." SFAS 142 provides that goodwill and other intangible assets with indefinite lives are no longer to be amortized. These assets are to be reviewed for impairment annually, or more frequently if impairment indicators are present. We will continue to amortize separable intangible assets that have finite lives over their useful lives. The amortization provisions of SFAS 142 apply to goodwill and intangible assets acquired after June 30, 2001. Amortization of goodwill and intangible assets acquired prior to July 1, 2001 continued through December 31, 2001. During first quarter 2002, we determined that the required impairment testing related to the Company's goodwill and other intangible assets did not require a write- down of any such assets. There has been no indication of impairment since our review of the Company's goodwill during the first quarter of 2002. In 2001, we adopted SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which requires all derivative instruments to be recognized at fair value in the balance sheet. Changes in the fair value of a derivative instrument are reported in net income or comprehensive income, depending upon the intended use of the derivative instrument. Upon adoption of SFAS 133, we recorded cumulative adjustments of $42.1 million to recognize the fair value of interest rate swap agreements related to debt in the balance sheet, which reduced accumulated other comprehensive income in shareholder's equity by $27.4 million. During 2001, we reclassified into earnings $13.6 million of net realized losses which related to the cumulative adjustment. In 2001, we conformed to Emerging Issues Task Force (EITF) Issue 99-20, "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets." As a result of applying the impairment provisions of EITF 99-20, we recorded a $1.0 million ($.6 million aftertax) write-down of the carrying value of certain collateralized debt obligations in other revenues. In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 elaborates on the disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. Certain guarantee contracts are excluded from both the disclosure and recognition requirements of FIN 45, including, among others, residual value guarantees under capital lease arrangements, commercial letters of credit, and loan commitments. The disclosure requirements of FIN 45 are effective as of December 31, 2002. The recognition requirements of FIN 45 are to be applied prospectively to guarantees issued or modified after December 31, 2002. We do not expect the adoption of FIN 45 to have a material impact on our consolidated results of operations, financial position, or liquidity. 62 Notes to Consolidated Financial Statements, Continued Note 4. Finance Receivables Components of net finance receivables by type were as follows: December 31, 2002 Real Non-real Retail Estate Estate Sales Loans Loans Finance Total (dollars in thousands) Gross receivables $9,224,803 $3,244,413 $1,507,184 $13,976,400 Unearned finance charges and points and fees (145,039) (431,812) (166,922) (743,773) Accrued finance charges 77,852 41,006 12,953 131,811 Deferred origination costs 12,447 35,441 - 47,888 Premiums, net of discounts 143,433 16,291 2,288 162,012 Total $9,313,496 $2,905,339 $1,355,503 $13,574,338 December 31, 2001 Real Non-real Retail Estate Estate Sales Loans Loans Finance Total (dollars in thousands) Gross receivables $7,433,025 $3,218,884 $1,593,357 $12,245,266 Unearned finance charges and points and fees (148,722) (443,591) (201,875) (794,188) Accrued finance charges 67,745 41,948 15,658 125,351 Deferred origination costs 10,410 36,807 - 47,217 Premiums, net of discounts 82,026 11,937 971 94,934 Total $7,444,484 $2,865,985 $1,408,111 $11,718,580 Real estate loans are secured by first or second mortgages on residential real estate and generally have maximum original terms of 360 months. Non-real estate loans are secured by consumer goods, automobiles or other personal property, or are unsecured and generally have maximum original terms of 60 months. Retail sales contracts are secured principally by consumer goods and automobiles and generally have maximum original terms of 60 months. Revolving retail and private label are secured by the goods purchased and generally require minimum monthly payments based on outstanding balances. At December 31, 2002 and 2001, 96% of our net finance receivables were secured by the real and/or personal property of the borrower. At December 31, 2002, real estate loans accounted for 69% of the amount and 11% of the number of net finance receivables outstanding, compared to 64% of the amount and 9% of the number of net finance receivables outstanding at December 31, 2001. 63 Notes to Consolidated Financial Statements, Continued Contractual maturities of net finance receivables by type at December 31, 2002 were as follows: Real Non-Real Retail Estate Estate Sales Loans Loans Finance Total (dollars in thousands) 2003 $ 230,800 $ 725,762 $ 375,482 $ 1,332,044 2004 302,201 962,534 303,949 1,568,684 2005 318,285 701,809 142,618 1,162,712 2006 330,353 322,223 69,948 722,524 2007 331,537 107,481 37,243 476,261 2008+ 7,800,320 85,530 426,263 8,312,113 Total $ 9,313,496 $ 2,905,339 $ 1,355,503 $13,574,338 Company experience has shown that customers will renew, convert or pay in full a substantial portion of finance receivables prior to maturity. Contractual maturities are not a forecast of future cash collections. Principal cash collections and such collections as a percentage of average net receivables by type were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Real estate loans: Principal cash collections $2,893,830 $2,391,674 $1,809,767 % of average net receivables 36.19% 33.53% 25.81% Non-real estate loans: Principal cash collections $1,581,916 $1,622,283 $1,578,034 % of average net receivables 56.40% 55.99% 57.41% Retail sales finance: Principal cash collections $1,702,484 $1,801,011 $1,810,581 % of average net receivables 127.46% 130.47% 133.33% Unused credit limits extended by a non-subsidiary affiliate (whose private label finance receivables are fully participated to the Company) and the Company to their customers were $3.5 billion at December 31, 2002 and $3.6 billion at December 31, 2001. Company experience has shown that the funded amounts have been substantially less than the credit limits. All unused credit limits, in part or in total, can be cancelled at the discretion of the affiliate and the Company. 64 Notes to Consolidated Financial Statements, Continued Geographic diversification of finance receivables reduces the concentration of credit risk associated with a recession in any one region. The largest concentrations of net finance receivables were as follows: December 31, 2002 December 31, 2001 Amount Percent Amount Percent (dollars in thousands) California $ 2,160,846 16% $ 1,374,599 12% N. Carolina 887,243 7 850,995 7 Florida 840,182 6 772,830 7 Illinois 786,593 6 731,238 6 Ohio 785,506 6 741,702 7 Indiana 598,832 4 586,625 5 Georgia 591,970 4 510,140 4 Virginia 553,386 4 500,137 4 Other 6,369,780 47 5,650,314 48 Total $13,574,338 100% $11,718,580 100% Finance receivables on which we stopped accruing revenue totaled $382.0 million at December 31, 2002 and $334.8 million at December 31, 2001. Our accounting policy for revenue recognition on revolving retail and private label finance receivables provides for the accrual of revenue up to the date of charge-off at six months past due. We accrued revenue on revolving retail and private label finance receivables greater than 90 days contractually delinquent of $.8 million at December 31, 2002 and $.6 million at December 31, 2001. Note 5. Allowance for Finance Receivable Losses Changes in the allowance for finance receivable losses were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Balance at beginning of year $ 438,860 $ 372,825 $ 385,327 Provision for finance receivable losses 296,365 284,735 202,461 Allowance related to net acquired (sold) receivables 8,602 15,035 (12,502) Charge-offs (330,760) (298,261) (245,539) Recoveries 40,601 39,526 43,078 Other charges - additional provision - 25,000 - Balance at end of year $ 453,668 $ 438,860 $ 372,825 See Note 2. for information on the determination of the allowance for finance receivable losses and Note 18. for discussion of other charges. 65 Notes to Consolidated Financial Statements, Continued Note 6. Investment Securities Fair value and amortized cost of investment securities by type at December 31 were as follows: Fair Value Amortized Cost 2002 2001 2002 2001 (dollars in thousands) Fixed maturity investment securities: Bonds: Corporate securities $ 549,552 $ 532,295 $ 530,229 $ 528,551 Mortgage-backed securities 179,155 209,128 170,909 207,119 State and political subdivisions 446,605 315,640 429,637 314,263 Other 26,593 47,146 24,447 45,436 Redeemable preferred stocks - 9,063 - 8,329 Total 1,201,905 1,113,272 1,155,222 1,103,698 Non-redeemable preferred stocks 5,109 4,225 5,624 4,251 Other long-term investments 19,586 24,133 19,586 24,133 Common stocks 556 556 606 606 Total $1,227,156 $1,142,186 $1,181,038 $1,132,688 Unrealized gains and losses on investment securities by type at December 31 were as follows: Unrealized Gains Unrealized Losses 2002 2001 2002 2001 (dollars in thousands) Fixed-maturity investment securities: Bonds: Corporate securities $35,401 $19,660 $16,078 $15,916 Mortgage-backed securities 8,246 3,543 - 1,534 State and political subdivisions 16,986 5,409 18 4,032 Other 5,198 1,710 3,052 - Redeemable preferred stocks - 738 - 4 Total 65,831 31,060 19,148 21,486 Non-redeemable preferred stocks 55 - 570 26 Common stocks - - 50 50 Total $65,886 $31,060 $19,768 $21,562 66 Notes to Consolidated Financial Statements, Continued The fair values of investment securities sold or redeemed and the resulting realized gains, realized losses, and net realized gains (losses) were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Fair value $756,128 $991,378 $534,962 Realized gains $ 9,147 $ 16,441 $ 14,166 Realized losses 13,547 19,430 11,357 Net realized (losses) gains $ (4,400) $ (2,989) $ 2,809 Contractual maturities of fixed-maturity investment securities at December 31, 2002 were as follows: Fair Amortized Value Cost (dollars in thousands) Fixed maturities, excluding mortgage-backed securities: Due in 1 year or less $ 23,714 $ 23,432 Due after 1 year through 5 years 186,126 175,306 Due after 5 years through 10 years 389,539 374,157 Due after 10 years 423,371 411,418 Mortgage-backed securities 179,155 170,909 Total $1,201,905 $1,155,222 Actual maturities may differ from contractual maturities since borrowers may have the right to prepay obligations. The Company may sell investment securities before maturity to achieve corporate requirements and investment strategies. Other long-term investments consist of five limited partnerships. These limited partnerships provide diversification and have high yielding, long-term financial objectives. These limited partnerships invest primarily in private equity investments, high yielding securities, and mezzanine investments within a variety of industries. At December 31, 2002, our total commitments for these five limited partnerships were $47.3 million, consisting of $21.2 million funded and $26.1 million unfunded. Bonds on deposit with insurance regulatory authorities had carrying values of $8.4 million at December 31, 2002 and $7.9 million at December 31, 2001. 67 Notes to Consolidated Financial Statements, Continued Note 7. Notes Receivable from Parent Notes receivable from AGFI totaled $269.2 million at December 31, 2002 and $267.7 million at December 31, 2001. Interest revenue on notes receivable from parent totaled $15.8 million in 2002, $21.0 million in 2001, and $30.6 million in 2000. These notes primarily support AGFI's funding of finance receivables. Note 8. Other Assets Components of other assets were as follows: December 31, 2002 2001 (dollars in thousands) Goodwill $157,595 $157,595 Income tax assets (a) 146,013 83,176 Fixed assets 73,934 83,014 Other insurance investments 67,438 78,813 Real estate owned 47,289 48,359 Customer relationships 43,399 63,552 Prepaid expenses and deferred charges 29,721 35,635 Other (b) 73,702 32,428 Total $639,091 $582,572 (a) The components of net deferred tax assets are detailed in Note 19. (b) Effective January 1, 2003, we acquired Wilmington Finance, Inc., an originator and seller of residential mortgage loans. In anticipation of this acquisition, we entered into a warehouse line participation agreement to provide interim funding support to the mortgage originator totaling $50.0 million. See Note 26. for further information on this acquisition. Changes in goodwill by business segment were as follows: Consumer Finance Insurance Total (dollars in thousands) Balance December 31, 2000 $151,438 $ 12,562 $164,000 Amortization (5,947) (458) (6,405) Balance December 31, 2001 145,491 12,104 157,595 Balance December 31, 2002 $145,491 $ 12,104 $157,595 68 Notes to Consolidated Financial Statements, Continued The impact of goodwill amortization on net income was as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Reported net income $349,495 $252,791 $260,130 Goodwill amortization, net of tax - 4,163 4,213 Adjusted net income $349,495 $256,954 $264,343 Customer relationships are net of accumulated amortization of $76.4 million at December 31, 2002 and $71.2 million at December 31, 2001. Customer relationships amortization expense totaled $24.0 million in 2002 and $22.3 million in 2001. In addition to customer relationships amortization expense in 2001, we reduced customer relationships through the other charge by $12.0 million resulting from post-business combination plans in connection with AIG's indirect acquisition of the Company. At December 31, 2002, estimated customer relationships amortization expense for the next five years was as follows: Customer Relationships Amortization Expense (dollars in thousands) 2003 $18,997 2004 14,074 2005 6,917 2006 1,573 2007 1,211 Note 9. Long-term Debt Carrying value and fair value of long-term debt at December 31 were as follows: Carrying Value Fair Value 2002 2001 2002 2001 (dollars in thousands) Senior debt $9,566,256 $6,300,171 $9,849,447 $6,468,550 Weighted average interest rates on long-term debt were as follows: Years Ended December 31, December 31, 2002 2001 2000 2002 2001 Senior debt 5.89% 6.66% 6.64% 5.09% 6.41% 69 Notes to Consolidated Financial Statements, Continued Contractual maturities of long-term debt at December 31, 2002 were as follows: Carrying Value (dollars in thousands) 2003 $1,574,900 2004 2,097,877 2005 1,479,335 2006 1,273,961 2007 1,355,550 2008-2012 1,784,633 Total $9,566,256 At December 31, 2002, we had $4.3 billion of long-term debt securities registered under the Securities Act of 1933 and available for issuance. A debt agreement contains restrictions on consolidated retained earnings for certain purposes (see Note 17.). Note 10. Short-term Notes Payable AGFC issues commercial paper with terms ranging from 1 to 270 days. The weighted average maturity of our commercial paper at December 31, 2002 was 30 days. Included in commercial paper are extendible commercial notes that AGFC sells with initial maturities of up to 90 days which may be extended by AGFC to 390 days. At December 31, 2002, extendible commercial notes totaled $359.3 million. Information concerning short-term notes payable for commercial paper and to banks under credit facilities was as follows: At or for the Years Ended December 31, 2002 2001 2000 (dollars in thousands) Average borrowings $3,836,296 $4,351,397 $4,554,409 Weighted average interest rate, at year end: Money market yield 1.45% 1.96% 6.58% Semi-annual bond equivalent yield 1.46% 1.96% 6.67% 70 Notes to Consolidated Financial Statements, Continued Note 11. Liquidity Facilities We maintain credit facilities to support the issuance of commercial paper and to provide an additional source of funds for operating requirements. At December 31, 2002, AGFC had committed credit facilities totaling $3.0 billion, including a facility under which AGFI is an eligible borrower for up to $300 million. The annual commitment fees for the facilities currently average 0.07% and are based upon AGFC's long-term credit ratings. At December 31, 2002, AGFC and certain of its subsidiaries also had uncommitted credit facilities (including shared uncommitted facilities with AGFI) totaling $51.0 million which could be increased depending upon lender ability to participate its loans under the facilities. Available borrowings under all facilities are reduced by any outstanding borrowings. There were no amounts outstanding at December 31, 2002 or December 31, 2001. AGFC guarantees its subsidiary borrowings under uncommitted credit facilities. AGFC does not guarantee any borrowings of AGFI. Note 12. Derivative Financial Instruments AGFC uses derivative financial instruments in managing the cost of its debt and is neither a dealer nor a trader in derivative financial instruments. AGFC has generally limited its use of derivative financial instruments to interest rate swap agreements. These interest rate swap agreements are designated and qualify as cash flow hedges or fair value hedges. AGFC uses interest rate swap agreements to limit our exposure to market interest rate risk in the funding of our operations. Most of our swaps synthetically convert certain short-term or floating-rate debt to a long-term fixed-rate. The synthetic long-term fixed rates achieved through interest rate swap agreements are slightly lower than could have been achieved by issuing comparable long-term fixed-rate debt. Additionally, AGFC has swapped fixed-rate, long-term debt to floating- rate, long-term debt. As an alternative to funding without these derivative financial instruments, AGFC's interest rate swap agreements did not have a material effect on the Company's other revenues, interest expense, or net income in any of the three years ended December 31, 2002. Notional amounts and weighted average receive and pay rates were as follows: At or for the Years Ended December 31, 2002 2001 2000 (dollars in thousands) Notional amount $2,940,000 $2,500,000 $2,450,000 Weighted average receive rate 2.28% 2.06% 6.72% Weighted average pay rate 5.24% 6.58% 6.71% 71 Notes to Consolidated Financial Statements, Continued Notional amount maturities and the respective weighted average interest rates at December 31, 2002 were as follows: Notional Weighted Average Amount Interest Rate (dollars in thousands) 2003 $ 445,000 7.86% 2004 920,000 6.05 2005 525,000 5.25 2006 100,000 7.03 2007 750,000 2.36 2008 200,000 5.50 Total $2,940,000 5.24% Changes in the notional amounts of interest rate swap agreements were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Balance at beginning of year $2,500,000 $2,450,000 $1,295,000 New contracts 1,050,000 320,000 1,380,000 Expired contracts (610,000) (270,000) (225,000) Balance at end of year $2,940,000 $2,500,000 $2,450,000 AGFC is exposed to credit risk in the event of non-performance by counterparties to derivative financial instruments. AGFC limits this exposure by entering into agreements with counterparties having high credit ratings and by basing the amounts and terms of these agreements on their credit ratings. AGFC regularly monitors counterparty credit ratings throughout the term of the agreements. At December 31, 2002, AGFC had notional amounts of $1.1 billion in interest rate swap agreements with a highly-rated AIG affiliate. AGFC's credit exposure on derivative financial instruments is limited to the fair value of the agreements that are favorable to the Company. At December 31, 2002, the interest rate swap agreements were recorded at fair value of $137.7 million in other liabilities. AGFC does not expect any counterparty to fail to meet its obligation; however, non- performance would not have a material impact on the Company's consolidated results of operations and financial position. AGFC's exposure to market risk is mitigated by the offsetting effects of changes in the value of the agreements and of the related debt being hedged. During 2002, we reported an immaterial amount of ineffectiveness in other revenues. At December 31, 2002, we expect to reclassify $70.3 million of net realized losses on interest rate swap agreements from accumulated other comprehensive income to income during the next twelve months. 72 Notes to Consolidated Financial Statements, Continued Note 13. Insurance Components of insurance claims and policyholder liabilities were as follows: December 31, 2002 2001 (dollars in thousands) Finance receivable related: Unearned premium reserves $187,631 $209,670 Benefit reserves 14,520 10,421 Claim reserves 35,823 35,305 Subtotal 237,974 255,396 Non-finance receivable related: Benefit reserves 212,702 218,840 Claim reserves 21,672 21,352 Subtotal 234,374 240,192 Total $472,348 $495,588 Our insurance subsidiaries enter into reinsurance agreements among themselves and with other insurers, including affiliated insurance companies. Insurance claims and policyholder liabilities included the following amounts assumed from other insurers: December 31, 2002 2001 (dollars in thousands) Affiliated insurance companies $ 64,387 $ 73,446 Non-affiliated insurance companies 48,227 40,559 Total $112,614 $114,005 Our insurance subsidiaries' business reinsured to others was not significant during any of the last three years. 73 Notes to Consolidated Financial Statements, Continued Our insurance subsidiaries file financial statements prepared using statutory accounting practices prescribed or permitted by each insurance company's state of domicile. These are comprehensive bases of accounting other than GAAP. Reconciliations of statutory net income to GAAP net income were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Statutory net income $78,149 $87,632 $58,027 Change in deferred policy acquisition costs (8,678) (7,561) 12,650 Reserve changes 2,919 (669) 19,298 Deferred income tax benefit (charge) 8,299 1,512 (6,599) Amortization of interest maintenance reserve (1,456) (2,322) (710) Goodwill amortization - (458) (458) Other, net (5,623) (5,500) (2,263) GAAP net income $73,610 $72,634 $79,945 Reconciliations of statutory equity to GAAP equity were as follows: December 31, 2002 2001 (dollars in thousands) Statutory equity $734,146 $664,461 Deferred policy acquisition costs 66,018 76,043 Reserve changes 84,119 83,001 Net unrealized gains 46,119 9,479 Goodwill 13,794 13,794 Decrease in carrying value of affiliates (24,932) (20,708) Asset valuation reserve 17,134 15,685 Deferred income taxes (36,074) (28,670) Interest maintenance reserve (1,985) 6,766 Other, net 26,100 7,186 GAAP equity $924,439 $827,037 74 Notes to Consolidated Financial Statements, Continued Note 14. Other Liabilities Components of other liabilities were as follows: December 31, 2002 2001 (dollars in thousands) Interest rate swap agreements fair values $137,682 $103,867 Uncashed checks, reclassified from cash 113,402 119,054 Accrued interest 104,553 121,771 Salary and benefit liabilities 18,699 32,395 Other 79,151 64,193 Total $453,487 $441,280 The decrease in salary and benefit liabilities reflected AIG's assumption of certain benefit obligations totaling $12.9 million effective December 31, 2002. Note 15. Capital Stock AGFC has two classes of authorized capital stock: special shares and common shares. AGFC may issue special shares in series. The board of directors determines the dividend, liquidation, redemption, conversion, voting and other rights prior to issuance. Par value, shares authorized, and shares issued and outstanding at December 31, 2002 and 2001 were as follows: Shares Issued and Outstanding Par Shares December 31, Value Authorized 2002 2001 Special Shares - 25,000,000 - - Common Shares $0.50 25,000,000 10,160,012 10,160,012 75 Notes to Consolidated Financial Statements, Continued Note 16. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss were as follows: December 31, 2002 2001 (dollars in thousands) Net unrealized losses on interest rate swaps $ (98,904) $ (67,513) Net unrealized gains on investment securities 29,966 6,174 Net unrealized losses on minimum pension liability - (348) Accumulated other comprehensive loss $ (68,938) $ (61,687) Note 17. Retained Earnings State laws restrict the amounts our insurance subsidiaries may pay as dividends without prior notice to, or in some cases prior approval from, their respective state insurance departments. At December 31, 2002, the maximum amount of dividends which our insurance subsidiaries may pay in 2003 without prior approval was $85.6 million. At December 31, 2002, our insurance subsidiaries had statutory capital and surplus of $734.1 million. Merit Life Insurance Co. (Merit), a wholly owned subsidiary of AGFC, had $52.7 million of accumulated earnings at December 31, 2002 for which no federal income tax provisions have been required. Merit would be liable for federal income taxes on such earnings if they were distributed as dividends or exceeded limits prescribed by tax laws. No distributions are presently contemplated from these earnings. If such earnings were to become taxable at December 31, 2002, the federal income tax would approximate $18.4 million. Certain AGFC financing agreements effectively limit the amount of dividends AGFC may pay. Under the most restrictive provision contained in these agreements, $642.1 million of the retained earnings of AGFC was free from restriction at December 31, 2002. Note 18. Other Charges In September 2001, we recorded one-time charges totaling $58.0 million ($37.7 million aftertax), resulting from AIG's and the Company's joint assessment of the business environment and post-business combination plans. These charges recognized that certain assets had no future economic benefit or ability to generate future revenues. These costs included an asset impairment charge related to customer relationships intangibles that resulted from a previous business acquisition. Also included were certain adjustments associated with conforming the Company's balances to AIG's accounting policies and methodologies, as well as an increase in the allowance for finance receivable losses to reflect AIG's and the Company's assumptions about the business environment. 76 Notes to Consolidated Financial Statements, Continued Note 19. Income Taxes For the period August 30, 2001 to December 31, 2001 and the year 2002, the life insurance subsidiaries of AGFC file separate federal income tax returns. AGFC and all other AGFC subsidiaries file a consolidated federal income tax return with AIG. We provide federal income taxes as if AGFC and the other AGFC subsidiaries file separate tax returns and pay AIG accordingly under a tax sharing agreement. For the year 2000 and the period January 1, 2001 to August 29, 2001, AGFC and all of its subsidiaries were included in a federal income tax return with AGFI's then parent company and the majority of its subsidiaries. We provided federal income taxes as if AGFC and other AGFC subsidiaries filed separate tax returns and paid AGFI's then parent company accordingly under a tax sharing agreement. Components of provision for income taxes were as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Federal: Current $199,217 $163,940 $133,277 Deferred (61,156) (28,436) 5,828 Total federal 138,061 135,504 139,105 State 8,714 5,922 9,568 Total $146,775 $141,426 $148,673 Reconciliations of the statutory federal income tax rate to the effective tax rate were as follows: Years Ended December 31, 2002 2001 2000 Statutory federal income tax rate 35.00% 35.00% 35.00% Contingency reduction (6.04) - - State income taxes 1.11 .98 1.52 Amortization of goodwill - .57 .55 Nontaxable investment income (.64) (.89) (.81) Other, net .15 .22 .11 Effective income tax rate 29.58% 35.88% 36.37% During fourth quarter 2002, we reduced the provision for income taxes by $30.0 million resulting from a favorable settlement of income tax audit issues. This decreased the effective income tax rate for 2002. The Internal Revenue Service (IRS) has completed examinations of AIG's tax returns through 1990. The IRS has also completed examinations of AGFI's previous parent company's tax returns through 1999. 77 Notes to Consolidated Financial Statements, Continued Components of deferred tax assets and liabilities were as follows: December 31, 2002 2001 (dollars in thousands) Deferred tax assets: Allowance for finance receivable losses $142,386 $ 99,900 Interest rate swap agreements 32,014 36,354 Deferred insurance commissions 4,054 8,254 Other 15,981 11,645 Total 194,435 156,153 Deferred tax liabilities: Loan origination costs 16,199 16,039 Insurance reserves (2,321) 8,582 Fixed assets 6,227 5,281 Other 30,917 43,075 Total 51,022 72,977 Net deferred tax assets $143,413 $ 83,176 State net operating loss (NOL) carryforwards were $593.8 million at December 31, 2001 and expired in 2002. These carryforwards resulted from a 1995 state audit of a return and the state's acceptance of an amended return. The valuation allowance relating to the state NOL carryforwards totaled $43.5 million at December 31, 2001. Note 20. Lease Commitments, Rent Expense and Contingent Liabilities Annual rental commitments for leased office space, automobiles and data processing and related equipment accounted for as operating leases, excluding leases on a month-to-month basis, were as follows: Lease Commitments (dollars in thousands) 2003 $ 46,783 2004 35,866 2005 25,098 2006 11,651 2007 6,127 subsequent to 2007 16,628 Total $142,153 78 Notes to Consolidated Financial Statements, Continued Taxes, insurance and maintenance expenses are obligations of the Company under certain leases. In the normal course of business, leases that expire will be renewed or replaced by leases on other properties. Future minimum annual rental commitments will probably not be less than the amount of rental expense incurred in 2002. Rental expense totaled $53.1 million in 2002, $50.6 million in 2001, and $48.9 million in 2000. AGFC and certain of its subsidiaries are parties to various lawsuits and proceedings, including certain class action claims, arising in the ordinary course of business. In addition, many of these proceedings are pending in jurisdictions, such as Mississippi, that permit damage awards disproportionate to the actual economic damages alleged to have been incurred. Based upon information presently available, we believe that the total amounts that will ultimately be paid arising from these lawsuits and proceedings will not have a material adverse effect on our consolidated results of operations or financial position. However, the frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given suit. Note 21. Consolidated Statements of Cash Flows Supplemental disclosure of certain cash flow information was as follows: Years Ended December 31, 2002 2001 2000 (dollars in thousands) Interest paid $542,190 $634,439 $667,572 Income taxes paid 259,289 99,096 68,580 AGFC received a non-cash capital contribution from its parent of $7.3 million in fourth quarter 2002 reflecting AIG's assumption of certain benefit obligations effective January 1, 2002. See Note 22. for further information on the Company's benefit plans. Note 22. Benefit Plans Effective January 1, 2002, the Company's employees participate in various benefit plans sponsored by AIG, including a noncontributory qualified defined benefit retirement plan, various stock option and purchase plans, and a 401(k) plan. AIG's U.S. plans do not separately identify projected benefit obligations and plan assets attributable to employees of participating affiliates. AIG's projected benefit obligations exceeded the plan assets at December 31, 2002 by $428.5 million. 79 Notes to Consolidated Financial Statements, Continued Prior to January 1, 2002, the Company's employees participated in AGFI's then parent company's benefit plans. AGFI accounted for its participation in these plans as if it had its own plans. Because net plan assets were not calculated separately for the Company, the remaining information in this Note 22. was for AGFI. AGFI's portion of the retirement plans' funded status was as follows: December 31, 2001 2000 (dollars in thousands) Projected benefit obligation $123,648 $ 99,622 Plan assets at fair value 95,030 112,194 Plan assets (less than) in excess of projected benefit obligation (28,618) 12,572 Other unrecognized items, net 27,660 (10,615) (Accrued) prepaid pension expense $ (958) $ 1,957 Components of pension expense were as follows: Years Ended December 31, 2001 2000 (dollars in thousands) Service cost $ 3,849 $ 3,914 Interest cost 8,245 7,488 Expected return on plan assets (10,283) (10,061) Net amortization and deferral 260 199 Pension expense $ 2,071 $ 1,540 Additional assumptions concerning the determination of pension expense were as follows: Years Ended December 31, 2001 2000 Weighted average discount rate 7.25% 8.00% Expected long-term rate of return on plan assets 10.35 10.35 Rate of increase in compensation levels 4.25 4.50 The accrued liability for postretirement benefits was $6.2 million at December 31, 2001. These liabilities were discounted at the same rates used for the pension plans. Postretirement benefit expense totaled $.8 million in 2001 and 2000. 80 Notes to Consolidated Financial Statements, Continued Note 23. Segment Information We have two business segments: consumer finance and insurance. Our segments are defined by the type of financial service product offered. The consumer finance segment makes home equity loans, originates secured and unsecured consumer loans, extends lines of credit, and purchases retail sales contracts from, and provides revolving retail services for, retail merchants. We also purchase private label receivables originated by a non-subsidiary affiliate of ours, under a participation agreement. To supplement our lending and retail sales financing activities, we purchase portfolios of real estate loans, non- real estate loans, and retail sales finance receivables. We also offer credit and non-credit insurance to our consumer finance customers. The insurance segment writes and assumes credit and non-credit insurance through products that are offered principally by the consumer finance segment. We evaluate the performance of the segments based on pretax operating earnings. The accounting policies of the segments are the same as those disclosed in Note 2., except for the following: * segment finance charge revenues are not reduced for the amortization of the deferred origination costs; * segment operating expenses are not reduced for the deferral of origination costs (segment operating expenses for 2001 also excluded the amortization of goodwill); * segment finance receivables exclude deferred origination costs; and * segment investment revenues exclude realized gains and losses and certain investment expenses. Intersegment sales and transfers are intended to approximate the amounts segments would earn if dealing with independent third parties. The following tables display information about the Company's segments as well as reconciliations of the segment totals to the consolidated financial statement amounts. The adjustments in the reconciliations include the following: * amortization of deferred origination costs, realized gains (losses) on investments, and certain investment expenses for revenues; * releveraging of debt for interest expense; * redistribution of amounts provided for the allowance for finance receivable losses for provision for finance receivable losses; * realized gains (losses) and certain other investment revenue, interest expense due to releveraging of debt, provision for finance receivable losses due to redistribution of amounts provided for the allowance for finance receivable losses, and pension expense (2001 and 2000 also included the amortization of goodwill) for pretax income; and * goodwill, deferred origination costs, other assets, and corporate assets that are not considered pertinent to determining segment performance for assets. Corporate assets include cash, prepaid expenses, deferred charges, and fixed assets. 81 Notes to Consolidated Financial Statements, Continued At or for the year ended December 31, 2002: Consumer Total Finance Insurance Segments (dollars in thousands) Revenues: External: Finance charges $ 1,762,193 $ - $ 1,762,193 Insurance 994 190,236 191,230 Other (16,557) 87,746 71,189 Intercompany 78,086 (75,869) 2,217 Interest expense 500,187 - 500,187 Provision for finance receivable losses 297,629 - 297,629 Pretax income 458,850 84,436 543,286 Assets 13,209,012 1,320,844 14,529,856 At or for the year ended December 31, 2001: Consumer Total Finance Insurance Segments (dollars in thousands) Revenues: External: Finance charges $ 1,747,282 $ - $ 1,747,282 Insurance 1,111 194,282 195,393 Other (11,356) 91,134 79,778 Intercompany 79,265 (77,000) 2,265 Interest expense 571,346 - 571,346 Provision for finance receivable losses 283,402 - 283,402 Pretax income 359,196 86,418 445,614 Assets 11,321,030 1,261,589 12,582,619 At or for the year ended December 31, 2000: Consumer Total Finance Insurance Segments (dollars in thousands) Revenues: External: Finance charges $ 1,652,677 $ - $ 1,652,677 Insurance 1,129 195,112 196,241 Other (8,505) 89,086 80,581 Intercompany 75,806 (73,641) 2,165 Interest expense 605,746 - 605,746 Provision for finance receivable losses 201,838 - 201,838 Pretax income 392,127 90,524 482,651 Assets 11,018,563 1,220,235 12,238,798 82 Notes to Consolidated Financial Statements, Continued Reconciliations of segment totals to consolidated financial statement amounts were as follows: At or for the Years Ended December 31, 2002 2001 2000 (dollars in thousands) Revenues Segments $ 2,026,829 $ 2,024,718 $ 1,931,664 Corporate 14,474 2,962 21,535 Adjustments (60,329) (52,144) (50,373) Consolidated revenue $ 1,980,974 $ 1,975,536 $ 1,902,826 Interest Expense Segments $ 500,187 $ 571,346 $ 605,746 Corporate 46,109 40,492 50,615 Adjustments 7,581 8,649 21,011 Consolidated interest expense $ 553,877 $ 620,487 $ 677,372 Provision for Finance Receivable Losses Segments $ 297,629 $ 283,402 $ 201,838 Corporate (1,259) 594 898 Adjustments (5) 739 (275) Consolidated provision for finance receivable losses $ 296,365 $ 284,735 $ 202,461 Pretax Income Segments $ 543,286 $ 445,614 $ 482,651 Corporate (34,919) (37,994) (45,513) Adjustments (12,097) (13,403) (28,335) Consolidated pretax income $ 496,270 $ 394,217 $ 408,803 Assets Segments $14,529,856 $12,582,619 $12,238,798 Corporate 698,267 685,330 750,143 Adjustments 172,599 179,677 204,212 Consolidated assets $15,400,722 $13,447,626 $13,193,153 83 Notes to Consolidated Financial Statements, Continued Note 24. Interim Financial Information (Unaudited) Our quarterly statements of income for 2002 and 2001 were as follows: 2002 Quarter Ended Dec. 31, Sep. 30, June 30, Mar. 31, (dollars in thousands) Revenues Finance charges $434,786 $417,476 $412,979 $413,682 Insurance 49,841 47,839 48,050 45,500 Other 27,213 25,484 27,931 30,193 Total revenues 511,840 490,799 488,960 489,375 Expenses Interest expense 146,297 134,494 137,134 135,952 Operating expenses 135,804 136,762 137,797 140,824 Provision for finance receivable losses 86,187 69,482 71,099 69,597 Insurance losses and loss adjustment expenses 22,281 19,201 19,811 21,982 Total expenses 390,569 359,939 365,841 368,355 Income before provision for income taxes 121,271 130,860 123,119 121,020 Provision for Income Taxes 13,300 46,576 43,832 43,067 Net Income $107,971 $ 84,284 $ 79,287 $ 77,953 2001 Quarter Ended Dec. 31, Sep. 30, June 30, Mar. 31, (dollars in thousands) Revenues Finance charges $419,745 $420,974 $418,984 $408,910 Insurance 48,798 48,314 50,203 48,078 Other 28,731 26,885 25,059 30,855 Total revenues 497,274 496,173 494,246 487,843 Expenses Interest expense 142,653 153,630 156,966 167,238 Operating expenses 125,805 136,160 136,094 131,907 Provision for finance receivable losses 93,815 64,860 67,356 58,704 Insurance losses and loss adjustment expenses 22,413 21,462 20,978 23,258 Other charges - 58,020 - - Total expenses 384,686 434,132 381,394 381,107 Income before provision for income taxes 112,588 62,041 112,852 106,736 Provision for Income Taxes 40,202 21,965 40,698 38,561 Net Income $ 72,386 $ 40,076 $ 72,154 $ 68,175 84 Notes to Consolidated Financial Statements, Continued Note 25. Fair Value of Financial Instruments The carrying values and estimated fair values of certain of the Company's financial instruments are presented below. The reader should exercise care in drawing conclusions based on fair value, since the fair values presented below can be misinterpreted and do not include the value associated with all of the Company's assets and liabilities. December 31, 2002 December 31, 2001 Carrying Fair Carrying Fair Value Value Value Value (dollars in thousands) Assets Net finance receivables, less allowance for finance receivable losses $13,120,670 $13,164,367 $11,279,720 $10,904,950 Investment securities 1,227,156 1,227,156 1,142,186 1,142,186 Cash and cash equivalents 144,565 144,565 175,492 175,492 Liabilities Long-term debt 9,566,256 9,849,447 6,300,171 6,468,550 Commercial paper 3,061,141 3,061,141 4,578,637 4,578,637 Interest rate swap agreements 137,682 137,682 103,867 103,867 Off-Balance Sheet Financial Instruments Unused customer credit limits - - - - Limited partnership commitments - 26,110 - 27,545 VALUATION METHODOLOGIES AND ASSUMPTIONS We used the following methods and assumptions to estimate the fair value of our financial instruments. Finance Receivables We estimated fair values of net finance receivables, less allowance for finance receivable losses using projected cash flows, computed by category of finance receivable, discounted at the weighted-average interest rates offered for similar finance receivables at December 31 of each year. We based cash flows on contractual payment terms adjusted for delinquencies and finance receivable losses. The fair value estimates do not reflect the value of the underlying customer relationships or the related distribution systems. 85 Notes to Consolidated Financial Statements, Continued Investment Securities When available, we used quoted market prices as fair values of investment securities. For investment securities not actively traded, we estimated fair values using values obtained from independent pricing services or, in the case of some private placements, by discounting expected future cash flows using each year's December 31 market rate applicable to yield, credit quality, and average life of the investments. Cash and Cash Equivalents The fair values of cash and cash equivalents approximated the carrying values. Long-term Debt We estimated the fair values of long-term debt using cash flows discounted at each year's December 31 borrowing rates. Commercial Paper The fair values of commercial paper approximated the carrying values. Interest Rate Swap Agreements We estimated the fair values of interest rate swap agreements using market recognized valuation systems at each year's December 31 market rates. Unused Customer Credit Limits The unused credit limits available to the customers of the non- subsidiary affiliate that sells private label receivables to the Company under a participation agreement and to the Company's customers have no fair value. The interest rates charged on these facilities can be changed at the affiliate's discretion for private label, or are adjustable and reprice frequently for loan and retail revolving lines of credit. These amounts, in part or in total, can be cancelled at the discretion of the affiliate and the Company. Limited Partnership Commitments The fair values of limited partnership commitments equal the commitment amounts since the partnership may call these commitments on demand. 86 Notes to Consolidated Financial Statements, Continued Note 26. Subsequent Event During fourth quarter 2002, AGFI entered into a definitive agreement to acquire Wilmington Finance, Inc. (WFI), a majority owned subsidiary of WSFS Financial Corporation. WFI is an originator and seller of residential mortgage loans. The agreement allows the investment to be purchased by any affiliate of AGFI. WFI became an indirect subsidiary of AGFC. The transaction closed effective January 1, 2003 at a purchase price of $117.1 million. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. As previously reported in AGFC's Current Report on Form 8-K dated April 22, 2002, the Company changed independent auditors effective with the year beginning January 1, 2002. There were no disagreements, as defined in Securities and Exchange Commission rules, between the Company and its previous independent auditors. 87 PART III Item 14. Controls and Procedures (a) Evaluation of disclosure controls and procedures The conclusions of our principal executive officer and principal financial officer about the effectiveness of the Company's disclosure controls and procedures based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this annual report on Form 10-K are as follows: The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within required timeframes. The Company's disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company's management, including its principal executive officer and principal financial officer, assesses the adequacy of our disclosure controls and procedures quarterly. Based on these assessments, the Company's principal executive officer and principal financial officer have concluded that the disclosure controls and procedures have functioned effectively and that the consolidated financial statements fairly present our consolidated financial position and the results of our operations for the periods presented. (b) Changes in internal control There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of management's most recent evaluation, including any corrective actions with regard to any significant deficiencies and material weaknesses. 88 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (1) and (2) The following consolidated financial statements of American General Finance Corporation and subsidiaries are included in Item 8: Consolidated Balance Sheets, December 31, 2002 and 2001 Consolidated Statements of Income, years ended December 31, 2002, 2001, and 2000 Consolidated Statements of Shareholder's Equity, years ended December 31, 2002, 2001, and 2000 Consolidated Statements of Cash Flows, years ended December 31, 2002, 2001, and 2000 Consolidated Statements of Comprehensive Income, years ended December 31, 2002, 2001, and 2000 Notes to Consolidated Financial Statements Schedule I--Condensed Financial Information of Registrant is included in Item 15(d). All other financial statement schedules have been omitted because they are inapplicable. (3) Exhibits: Exhibits are listed in the Exhibit Index beginning on page 98 herein. (b) Reports on Form 8-K Current Report on Form 8-K dated November 14, 2002 with respect to the issuance from time to time of up to $5.75 billion aggregate principal amount of our Medium-Term Notes, Series H. Current Report on Form 8-K dated November 15, 2002 with respect to the authorization for issuance of $75.0 million aggregate principal amount of our 4.411% Senior Notes due November 30, 2007. (c) Exhibits The exhibits required to be included in this portion of Item 15. are submitted as a separate section of this report. 89 Item 15(d). Schedule I - Condensed Financial Information of Registrant American General Finance Corporation Condensed Balance Sheets December 31, 2002 2001 (dollars in thousands) Assets Net finance receivables: Loans $ 1,229,165 $ 1,179,043 Retail sales finance 124,103 120,589 Net finance receivables 1,353,268 1,299,632 Allowance for finance receivable losses (28,285) (22,594) Net finance receivables, less allowance for finance receivable losses 1,324,983 1,277,038 Cash and cash equivalents 90,125 111,300 Investment in subsidiaries 1,841,831 1,565,638 Receivable from parent and affiliates 12,685,484 10,465,283 Notes receivable from parent and subsidiaries 269,240 267,656 Other assets 380,381 119,233 Total assets $16,592,044 $13,806,148 Liabilities and Shareholder's Equity Long-term debt, 1.48% - 8.45% due 2003 - 2012 $ 9,566,256 $ 6,295,715 Short-term notes payable: Commercial paper 2,938,221 4,439,367 Notes payable to subsidiaries 1,900,899 1,152,052 Other liabilities 376,740 373,087 Total liabilities 14,782,116 12,260,221 Shareholder's equity: Common stock 5,080 5,080 Additional paid-in capital 951,175 877,526 Other equity (68,938) (61,687) Retained earnings 922,611 725,008 Total shareholder's equity 1,809,928 1,545,927 Total liabilities and shareholder's equity $16,592,044 $13,806,148 See Notes to Condensed Financial Statements. 90 Schedule I, Continued American General Finance Corporation Condensed Statements of Income Years Ended December 31, 2002 2001 2000 (dollars in thousands) Revenues Interest received from affiliates $ 926,377 $1,005,246 $1,036,734 Dividends received from subsidiaries 73,035 104,896 57,116 Finance charges 18,470 18,583 17,135 Other 245 285 298 Total revenues 1,018,127 1,129,010 1,111,283 Expenses Interest expense 639,775 685,899 753,627 Operating expenses 2,350 2,555 5,517 Other charges - 13,020 - Total expenses 642,125 701,474 759,144 Income before income taxes and equity in undistributed (overdistributed) net income of subsidiaries 376,002 427,536 352,139 Provision for Income Taxes 76,038 113,042 103,376 Income before equity in undistributed (overdistributed) net income of subsidiaries 299,964 314,494 248,763 Equity in Undistributed (Overdistributed) Net Income of Subsidiaries 49,531 (61,703) 11,367 Net Income $ 349,495 $ 252,791 $ 260,130 See Notes to Condensed Financial Statements. 91 Schedule I, Continued American General Finance Corporation Condensed Statements of Cash Flows Years Ended December 31, 2002 2001 2000 (dollars in thousands) Cash Flows from Operating Activities Net Income $ 349,495 $ 252,791 $ 260,130 Reconciling adjustments: Equity in (undistributed) overdistributed net income of subsidiaries (49,531) 61,703 (11,367) Change in other assets and other liabilities (23,565) 24,709 6,503 Change in taxes receivable and payable (102,548) 22,111 66,036 Other charges - 13,020 - Other, net (3,292) (4,788) (5,150) Net cash provided by operating activities 170,559 369,546 316,152 Cash Flows from Investing Activities Finance receivables originated or purchased from subsidiaries (1,163,968) (1,359,156) (1,111,099) Principal collections on finance receivables 97,718 93,176 75,116 Finance receivables sold to subsidiaries 1,040,335 1,251,525 796,651 Capital contributions to subsidiaries, net of return of capital (202,869) (51,725) (9,709) Change in receivable from parent and affiliates (2,362,835) (478,562) (424,410) Other, net (10,802) (310) (49) Net cash used for investing activities (2,602,421) (545,052) (673,500) Cash Flows from Financing Activities Proceeds from issuance of long-term debt 4,638,983 1,892,820 1,240,329 Repayment of long-term debt (1,389,258) (1,263,325) (1,285,517) Change in commercial paper (1,501,146) (252,400) 636,176 Change in notes receivable or payable with parent and subsidiaries 747,263 255,190 (40,403) Capital contributions from parent 66,737 - - Dividends paid (151,892) (428,855) (185,117) Net cash provided by financing activities 2,410,687 203,430 365,468 (Decrease) increase in cash and cash equivalents (21,175) 27,924 8,120 Cash and cash equivalents at beginning of year 111,300 83,376 75,256 Cash and cash equivalents at end of year $ 90,125 $ 111,300 $ 83,376 <FN> <F1> See Notes to Condensed Financial Statements. </FN> 92 Schedule I, Continued American General Finance Corporation Notes to Condensed Financial Statements December 31, 2002 Note 1. Accounting Policies AGFC's investments in subsidiaries are stated at cost plus the equity in undistributed (overdistributed) net income of subsidiaries since the date of the acquisition. The condensed financial statements of the registrant should be read in conjunction with AGFC's consolidated financial statements. Note 2. Receivable from Subsidiaries AGFC provides funding to most of its finance subsidiaries for lending activities. Such funding is made at 215 basis points over the borrowing cost rate. Note 3. Long-Term Debt Long-term debt maturities for the five years after December 31, 2002, were as follows: 2003, $1.6 billion; 2004, $2.1 billion; 2005, $1.5 billion; 2006, $1.3 billion; and 2007, $1.4 billion. Note 4. Other Charges In September 2001, AGFC recorded one-time charges totaling $13.0 million ($8.5 million aftertax), resulting from AIG's and AGFC's joint assessment of the business environment and post-business combination plans. These charges recognized that certain assets had no future economic benefit or ability to generate future revenues. These costs included an asset impairment charge related to customer relationships that resulted from a previous business acquisition. Note 5. Subsidiary Debt Guarantee AGFC guarantees the short-term notes payable, consisting of commercial paper and bank borrowings, of CommoLoCo, Inc., AGFC's consumer financial services subsidiary that conducts business in Puerto Rico and the U.S. Virgin Islands. These short-term notes payable partially fund CommoLoCo, Inc.'s operations and totaled $122.9 million at December 31, 2002 and $139.2 million at December 31, 2001. AGFC would be required to repay this debt if CommoLoCo, Inc.'s cash flows from operations and new debt issuances become inadequate. 93 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 14, 2003. AMERICAN GENERAL FINANCE CORPORATION By: /s/ Donald R. Breivogel, Jr. Donald R. Breivogel, Jr. (Senior Vice President and Chief Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 14, 2003. Frederick W. Geissinger* Robert A. Cole* Frederick W. Geissinger Robert A. Cole (President and Chief Executive (Director) Officer and Director - Principal Executive Officer) William N. Dooley* William N. Dooley /s/ Donald R. Breivogel, Jr. (Director) Donald R. Breivogel, Jr. (Senior Vice President and Chief Financial Officer - Jerry L. Gilpin* Principal Financial Officer) Jerry L. Gilpin (Director) George W. Schmidt* George W. Schmidt Ben D. Hendrix* (Vice President, Controller, Ben D. Hendrix and Assistant Secretary - (Director) Principal Accounting Officer) *By: /s/ Donald R. Breivogel, Jr. Stephen L. Blake* Donald R. Breivogel, Jr. Stephen L. Blake (Attorney-in-fact) (Director) 94 Certifications I, Frederick W. Geissinger, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K of American General Finance Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 95 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 14, 2003 /s/ Frederick W. Geissinger Frederick W. Geissinger President and Chief Executive Officer 96 Certifications I, Donald R. Breivogel, Jr., Senior Vice President and Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-K of American General Finance Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 97 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 14, 2003 /s/ Donald R. Breivogel, Jr. Donald R. Breivogel, Jr. Senior Vice President and Chief Financial Officer 98 Exhibit Index Exhibit Number (3) a. Restated Articles of Incorporation of American General Finance Corporation (formerly Credithrift Financial Corporation) dated July 22, 1988 and amendments thereto dated August 25, 1988 and March 20, 1989. Incorporated by reference to Exhibit (3)a. filed as a part of the Company's Annual Report on Form 10-K for the year ended December 31, 1988 (File No. 1-6155). b. By-laws of American General Finance Corporation. Incorporated by reference to Exhibit (3)b. filed as a part of the Company's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-6155). (4) a. The following instruments are filed pursuant to Item 601(b)(4)(ii) of Regulation S-K, which requires with certain exceptions that all instruments be filed which define the rights of holders of the Company's long-term debt and our consolidated subsidiaries. In the aggregate, the outstanding issuances of debt at December 31, 2002 under the following Indenture exceeds 10% of the Company's total assets on a consolidated basis: Indenture dated as of May 1, 1999 from American General Finance Corporation to Citibank, N.A. Incorporated by reference to Exhibit (4)a.(1) filed as a part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 1-6155). b. In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain other instruments defining the rights of holders of the Company's long-term debt and our subsidiaries have not been filed as exhibits to this Annual Report on Form 10-K because the total amount of securities authorized and outstanding under each instrument does not exceed 10% of the total assets of the Company on a consolidated basis. We hereby agree to furnish a copy of each instrument to the Securities and Exchange Commission upon request. (12) Computation of ratio of earnings to fixed charges (23)(a)	Consent of PricewaterhouseCoopers LLP, Independent Accountants (23)(b)	Consent of Ernst & Young LLP, Independent Auditors (24) Power of Attorney