SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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 1-7981
American General Corporation
(Exact name of registrant as specified in its articles of incorporation)
Texas 74-0483432
(State of Incorporation) (I.R.S. Employer
Identification No.)
2929 Allen Parkway, Houston, Texas 77019-2155
(Address of principal executive offices) (Zip Code)
(713) 522-1111
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X . No .
As of October 31, 2000, there were 251,444,968 shares (excluding shares held
in treasury and by a subsidiary) of American General's Common Stock
outstanding.
INDEX TO FORM 10-Q
Page
Part I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
Consolidated Income Statement for the nine months
and quarters ended September 30, 2000 and 1999 .... 2
Consolidated Balance Sheet at September 30, 2000
and December 31, 1999 ............................. 3
Consolidated Statements of Shareholders' Equity and
Comprehensive Income for the nine months ended
September 30, 2000 and 1999 ....................... 4
Consolidated Condensed Statement of Cash Flows for
the nine months ended September 30, 2000 and 1999 . 5
Notes to Consolidated Financial Statements .......... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............... 14
Item 3. Quantitative and Qualitative Disclosures
about Market Risk ................................. 28
Part II. OTHER INFORMATION.
Item 1. Legal Proceedings ................................... 29
Item 6. Exhibits and Reports on Form 8-K .................... 29
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN GENERAL CORPORATION
Consolidated Income Statement
(Unaudited)
(In millions, except per share data)
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Revenues
Premiums and other considerations. $ 2,903 $ 2,866 $ 937 $ 952
Net investment income ............ 4,054 3,897 1,379 1,300
Finance charges .................. 1,203 1,077 414 364
Realized investment losses ....... (129) (12) (20) (5)
Other ............................ 234 181 83 65
Total revenues ............... 8,265 8,009 2,793 2,676
Benefits and expenses
Insurance and annuity benefits ... 4,128 4,020 1,377 1,329
Operating expenses ............... 1,198 1,215 402 407
Commissions ...................... 957 910 311 311
Change in deferred policy
acquisition costs and cost of
insurance purchased ............. (372) (337) (130) (116)
Provision for finance receivable
losses .......................... 147 150 50 50
Goodwill amortization ............ 36 36 12 12
Interest expense
Corporate ....................... 167 146 57 51
Consumer Finance ................ 514 420 181 144
Other charges .................... 315 - - -
Total benefits and expenses .. 7,090 6,560 2,260 2,188
Earnings
Income before income tax expense . 1,175 1,449 533 488
Income tax expense ............... 401 507 188 171
Income before net dividends on
preferred securities of
subsidiaries .................... 774 942 345 317
Net dividends on preferred
securities of subsidiaries ...... 76 68 26 23
Net income ................... $ 698 $ 874 $ 319 $ 294
Net income per share
Basic ........................... $ 2.80 $ 3.48 $ 1.27 $ 1.18
Diluted ......................... $ 2.76 $ 3.39 $ 1.26 $ 1.15
Item 1. Financial Statements (continued).
AMERICAN GENERAL CORPORATION
Consolidated Balance Sheet
(Unaudited)
(In millions)
September 30, December 31,
2000 1999
Assets
Investments
Fixed maturity securities (amortized cost:
$64,350; $62,375) ........................ $ 62,848 $ 60,625
Mortgage loans on real estate .............. 3,773 3,686
Equity securities (cost: $330; $299) ....... 361 339
Policy loans ............................... 2,423 2,375
Investment real estate ..................... 217 222
Other long-term investments ................ 531 412
Short-term investments ..................... 2,487 676
Total investments ...................... 72,640 68,335
Cash ........................................ 309 294
Assets held in separate accounts ............ 25,986 24,097
Finance receivables, net .................... 11,257 10,634
Deferred policy acquisition costs ........... 5,524 4,980
Cost of insurance purchased ................. 1,087 1,170
Goodwill .................................... 1,449 1,501
Other assets ................................ 4,950 4,436
Total assets ........................... $123,202 $115,447
Liabilities
Insurance and annuity liabilities ........... $ 67,614 $ 66,401
Liabilities related to separate accounts .... 25,986 24,097
Debt (short-term)
Corporate ($2,165; $1,932) ................. 3,253 3,120
Consumer Finance ($5,018; $4,489) .......... 10,778 10,206
Income tax liabilities ...................... 949 833
Other liabilities ........................... 5,705 2,446
Total liabilities ...................... 114,285 107,103
Redeemable equity
Company-obligated mandatorily redeemable
preferred securities of subsidiaries
holding solely company subordinated notes
Non-convertible .......................... 1,970 1,675
Convertible .............................. - 249
Total redeemable equity ................ 1,970 1,924
Shareholders' equity
Convertible preferred stock (shares issued
and outstanding: 0, 2.3) ................... - 85
Common stock (shares issued: 269.3, 269.3;
outstanding: 251.8, 248.1) ................. 882 962
Retained earnings ........................... 8,099 7,732
Accumulated other comprehensive income (loss) (1,101) (1,278)
Cost of treasury stock ...................... (933) (1,081)
Total shareholders' equity ............. 6,947 6,420
Total liabilities and equity ........... $123,202 $115,447
Item 1. Financial Statements (continued).
AMERICAN GENERAL CORPORATION
Consolidated Statements of Shareholders' Equity and Comprehensive Income
(Unaudited)
(In millions, except per share data)
Nine Months Ended
September 30,
Shareholders' Equity 2000 1999
Convertible preferred stock
Balance at beginning of period .................. $ 85 $ 85
Conversion ...................................... (85) -
Balance at end of period ........................ - 85
Common stock
Balance at beginning of period .................. 962 939
Issuance of treasury shares ..................... (80) (10)
Balance at end of period ........................ 882 929
Retained earnings
Balance at beginning of period .................. 7,732 7,007
Net income ...................................... 698 874
Cash dividends (per share)
Preferred ($.64; $1.93) ........................ (1) (4)
Common ($1.32; $1.20) .......................... (330) (300)
Balance at end of period ........................ 8,099 7,577
Accumulated other comprehensive income (loss)
Balance at beginning of period................... (1,278) 1,599
Change in net unrealized gains (losses)
on securities .................................. 177 (1,847)
Balance at end of period ........................ (1,101) (248)
Cost of treasury stock
Balance at beginning of period .................. (1,081) (759)
Issuance for conversion of preferred stock and
preferred securities .......................... 418 -
Issuance for employee benefit plans and other ... 46 47
Share repurchases ............................... (316) (421)
Balance at end of period ........................ (933) (1,133)
Total shareholders' equity .................... $ 6,947 $ 7,210
Comprehensive Income
Net income ....................................... $ 698 $ 874
Change in net unrealized gains (losses)
on securities
Fair value of fixed maturity securities ........ 248 (3,914)
Deferred policy acquisition costs and cost of
insurance purchased ........................... 42 1,072
Deferred income taxes .......................... (102) 1,002
Change in fixed maturity securities ............ 188 (1,840)
Change in equity securities and other .......... (11) (7)
Total ......................................... 177 (1,847)
Comprehensive income (loss) ...................... $ 875 $ (973)
Item 1. Financial Statements (continued).
AMERICAN GENERAL CORPORATION
Consolidated Condensed Statement of Cash Flows
(Unaudited)
(In millions)
Nine Months Ended
September 30,
2000 1999
Operating activities
Net cash provided by operating activities ... $ 1,729 $ 1,709
Investing activities
Investment purchases .............................. (12,908) (17,221)
Investment dispositions and repayments ............ 10,791 14,278
Finance receivable originations and purchases ..... (4,762) (4,484)
Finance receivable principal payments received .... 3,966 3,817
Net increase in short-term investments ............ (1,811) (1,046)
Other, net ........................................ (147) (152)
Net cash used for investing activities ...... (4,871) (4,808)
Financing activities
Retirement Services and Life Insurance
Policyholder account deposits ................... 5,480 4,903
Policyholder account withdrawals ................ (4,993) (3,626)
Net policyholder account deposits .............. 487 1,277
Short-term collateralized financings ............ 2,213 1,047
Total Retirement Services and Life Insurance .. 2,700 2,324
Consumer Finance
Net increase in short-term debt ................. 529 234
Long-term debt issuances ........................ 1,240 680
Long-term debt redemptions ...................... (1,200) (354)
Short-term collateralized financings ............ 29 -
Total Consumer Finance ........................ 598 560
Corporate
Net increase in short-term debt ................. 233 143
Long-term debt issuances ........................ 246 150
Long-term debt redemptions ...................... (350) -
Issuance of preferred securities of subsidiary .. 295 194
Common stock repurchases ........................ (313) (419)
Dividends on common and preferred stock ......... (331) (304)
Non-recourse obligation collateralized by bonds . - 483
Other, net ...................................... 79 (8)
Total Corporate ............................... (141) 239
Net cash provided by financing activities ... 3,157 3,123
Net increase in cash ............................... 15 24
Cash at beginning of period ........................ 294 341
Cash at end of period .............................. $ 309 $ 365
Supplemental disclosure of cash flow information:
Cash paid during the period for
Income taxes .................................... $ 319 $ 152
Interest
Corporate ...................................... 166 145
Consumer Finance ............................... 532 438
Dividends on preferred securities of
subsidiaries ................................... 90 83
Item 1. Financial Statements (continued).
AMERICAN GENERAL CORPORATION
Notes to Consolidated Financial Statements
September 30, 2000
(In millions, except per share data)
1. Accounting Policies. The accompanying unaudited consolidated financial
statements of American General Corporation (American General) and its
subsidiaries (collectively, the company or we) have been prepared in
accordance with generally accepted accounting principles for interim
periods. In the opinion of management, these statements include all
adjustments that are necessary for a fair presentation of the company's
consolidated financial position at September 30, 2000, the consolidated
results of operations for the nine months and quarters ended September 30,
2000 and 1999, and the consolidated shareholders' equity, comprehensive
income, and cash flows for the nine months ended September 30, 2000 and
1999.
2. Future Accounting Standards. In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards (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 will
be reported as earnings or other comprehensive income, depending upon the
intended use of the derivative instrument. We have identified our
derivative instruments and are currently documenting hedging activities
as required by SFAS 133. We will be prepared to adopt SFAS 133 on
January 1, 2001. We do not expect adoption to have a material impact on
the company's results of operations and financial position.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial
Statements," which provides criteria for revenue recognition. SAB 101
must be adopted no later than fourth quarter 2000. There will be no
changes to the company's revenue recognition policies as a result of SAB
101.
Item 1. Financial Statements (continued).
3. Calculation of Earnings Per Share. We calculate basic and diluted
earnings per share as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Net income .................. $ 698 $ 874 $ 319 $ 294
Net dividends on convertible
preferred stock ............ - (4) - (1)
Basic earnings .............. 698 870 319 293
Net dividends on dilutive
securities
Convertible preferred
securities of subsidiary . 5 8 - 3
Convertible preferred stock - 4 - 1
Dilutive earnings ........... $ 703 $ 882 $ 319 $ 297
Average basic shares
outstanding ................ 249.0 249.8 251.4 248.0
Dilutive securities
Convertible preferred
securities of subsidiary . 4.1 6.1 - 6.1
Convertible preferred stock - 2.3 - 2.3
Stock options ............. 1.0 1.4 1.3 1.9
Restricted stock .......... .8 .3 .8 .4
Average diluted shares
outstanding ................ 254.9 259.9 253.5 258.7
Net income per share
Basic ...................... $2.80 $3.48 $1.27 $1.18
Diluted .................... $2.76 $3.39 $1.26 $1.15
4. Derivative Financial Instruments. Derivative financial instruments did
not have a material effect on net investment income, interest expense,
or net income during the nine months ended September 30, 2000 or 1999.
Significant activity related to derivative financial instruments in 2000
was as follows:
During the nine months ended September 30, 2000, we purchased call
swaptions with notional amounts of $1.8 billion, while swaptions with
notional amounts of $16.8 billion expired. Swaptions, which are options
to enter into interest rate swap agreements, limit the company's exposure
to reduced spreads between investment yields and interest rates credited
to policyholders should interest rates decrease or increase significantly
over prolonged periods. Call swaptions with notional amounts of $1.8
billion, an average strike rate of 5.5%, and total premium paid of $.4
million were outstanding at September 30, 2000. These swaptions expire
in October 2000.
Should the strike rates remain below market rates for call swaptions
outstanding, the swaptions will expire and the company's exposure would
be limited to the premiums paid.
Item 1. Financial Statements (continued).
5. Dollar Rolls. We use dollar roll agreements as part of our strategy to
increase investment income. Dollar rolls are agreements to sell
mortgage-backed securities and repurchase substantially the same
securities at a specified price and date in the future. We account for
dollar rolls as short-term collateralized financings and include the
repurchase obligation in other liabilities. At September 30, 2000, the
company had $2.2 billion of outstanding dollar roll agreements. The
average amount outstanding and the weighted-average interest rate on the
short-term collateralized borrowings for the first nine months ended
September 30, 2000 were $1.9 billion and 6.0%, respectively.
6. Investing Activities. Cash flows related to investing activities were
as follows:
Dispositions and
Purchases Repayments
Nine Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
Fixed maturity securities $12,293 $16,593 $10,318 $13,945
Mortgage loans 381 381 300 239
Equity securities 67 38 100 27
Other 167 209 73 67
Total $12,908 $17,221 $10,791 $14,278
7. Redeemable Equity. Activity in preferred securities of subsidiaries
during 2000 was as follows:
1) On June 27, 2000, American General Capital II (the trust), a
subsidiary trust of American General, issued 300,000 shares, or
$300 million, of non-convertible preferred securities. Semi-annual
cumulative dividends on the preferred securities are payable by the
trust at the annual rate of 8-1/2%.
The trust has no independent operations. The sole assets of the
trust are Junior Subordinated Debentures (subordinated debentures)
issued by American General that are mandatorily redeemable in 2030.
The interest terms and payment dates of the subordinated debentures
held by the trust correspond to those of the trust's preferred
securities. The subordinated debentures are eliminated in our
consolidated financial statements.
Our obligations under the subordinated debentures and related
agreements, when taken together, constitute a full and unconditional
guarantee of payments due on the preferred securities. The
subordinated debentures are redeemable, under certain conditions,
at the option of the company, on a proportionate basis.
2) On June 30, 2000, holders of approximately 5 million shares of our
6% convertible preferred securities of subsidiaries converted their
securities at a conversion rate of 1.2288 per share into 6.1 million
shares of American General common stock. On that date, the
conversion rights expired for the remaining 10,811 shares. We
exercised our right to redeem these shares at $50 par value on
August 31, 2000.
Item 1. Financial Statements (continued).
8. Convertible Preferred Stock. On March 1, 2000, we redeemed all
outstanding shares of our mandatorily convertible preferred stock.
Holders received .8264 share of our common stock for each share of
preferred stock redeemed. In total, we issued 1.9 million shares of
common stock.
9. Other Charges. The company recorded the following non-recurring items,
totaling $315 million ($193 million aftertax or $.76 per share), during
second quarter 2000:
1) On June 21, 2000, one of the company's life insurance subsidiaries
entered into settlements to resolve pending class action litigation
and related regulatory inquiries concerning industrial life
insurance. See Note 10 for further discussion of this matter. In
conjunction with the proposed settlements, we recorded a charge of
$265 million ($175 million aftertax or $.68 per share). The charge
covers the cost of policyholder benefits, including premium
adjustments and benefit enhancements, and other charges and expenses
resulting from the proposed settlements, as well as related
administrative and legal costs.
2) In late June 2000, we discovered a potential fraud committed against
a subsidiary that conducts mortgage warehouse lending activities in
our consumer finance division. Recent mortgages processed by one
originator allegedly had been funded based on fraudulent
information. In July, the originator's license was suspended and
the originator and its parent company filed for bankruptcy. Based
on the available information, we recorded a charge of $50 million
($32 million aftertax or $.13 per share) for our estimated loss
related to this alleged fraud. We are pursuing all appropriate
remedies to recover this loss, including insurance recovery and
legal action.
3) During second quarter 2000, we finalized certain tax issues
associated with our 1989-1992 tax returns under examination by the
Internal Revenue Service. As a result, we reduced goodwill by
$27 million and recognized a $14 million ($.05 per share) tax
benefit to reflect the use of acquired net operating loss
carryforwards.
10. Legal Proceedings. The company is party to various lawsuits and
proceedings, including the following:
1) In the mid-1990s, one of our subsidiaries, American General
Financial Center (renamed A.G. Financial Service Center, Inc.)
(Financial Service Center), provided financing for satellite dishes
sold by independent unaffiliated dealers. On May 18, 1999, the
Chancery Court of the First Judicial District of Jones County,
Mississippi in a case captioned Clayton D. Smith, et al. v. Delta TV
Corporation, Don Acy, US Electronics, American General Financial
Center, Civil Action No. 96-0254 (the Clayton Smith matter),
rendered a judgment awarding approximately $500,000 in compensatory
damages and $167 million in punitive damages against Financial
Service Center. The lawsuit was filed on November 15, 1996, by 29
individuals who had each purchased a satellite dish. Financial
Service Center, together with certain other American General
companies, currently are named as defendants in other pending cases
involving the financing of satellite dishes.
Item 1. Financial Statements (continued).
In August 1999, Financial Service Center filed a voluntary petition
to reorganize under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the Southern District of
Indiana. The decision to reorganize was necessitated by the
judgment rendered against Financial Service Center by the
Mississippi state court. The filing for reorganization under
Chapter 11 is limited to Financial Service Center and was intended
to provide a fair and orderly process for managing the claims
against Financial Service Center.
In January 2000, settlement agreements were entered into in
connection with the Clayton Smith matter and other pending cases
relating to satellite dish financing. Accordingly, we recorded a
charge of $57 million ($36 million aftertax) in fourth quarter 1999
to cover the proposed settlements and other litigation. On
September 1, 2000, payment was made in connection with the final
settlement of the Clayton Smith matter. Resolution of the satellite
dish litigation, the timing of which is uncertain, within the
recorded charge is dependent upon a number of factors, including
obtaining the bankruptcy court's approval of Financial Service
Center's plan of reorganization.
2) Prior to our acquisition of USLIFE Corporation, one of its
subsidiaries entered the workers' compensation reinsurance business
in 1997. We discontinued writing new workers' compensation
reinsurance business in 1998. Our largest contract was a quota
share reinsurance agreement with Superior National Insurance Group,
Inc. and its affiliates (collectively, Superior National),
effective May 1, 1998. On November 29, 1999, we initiated an
arbitration proceeding to rescind this contract from its inception,
based in part on misrepresentations and nondisclosures which we
believe were made by Superior National.
On March 3, 2000, the California Department of Insurance ordered
seizure of certain of Superior National's insurance subsidiaries as
a result of their financial condition. On April 26, 2000, Superior
National Insurance Group, Inc. filed a voluntary petition to
reorganize under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the Central District of
California.
Through the arbitration with Superior National, which is scheduled
to commence in the fourth quarter of 2000, we plan to fully pursue
all remedies. Although we believe, based on the advice of counsel,
that the company will succeed in rescinding the contract, risks and
uncertainties remain with respect to the ultimate outcome. In the
unlikely event the company does not prevail in the arbitration, we
do not expect the additional aftertax losses from our workers'
compensation business to exceed $85 million, after recoveries from
reinsurers. We believe that any ultimate loss related to our
workers' compensation business will not have a material adverse
effect on our results of operations and financial position.
Item 1. Financial Statements (continued).
3) Certain companies acquired by American General Life and Accident
Insurance Company (collectively, AGLA), a subsidiary of the company,
previously issued small face amount life insurance policies known
as industrial life insurance. AGLA ceased writing industrial life
insurance more than twenty years ago. On December 10, 1999, a class
action was filed against AGLA, Leola McNeil v. American General Life
and Accident Insurance Company, et al., Civil Action No. 3-99-1157
(M.D. TN 1999), principally challenging AGLA's pricing practices
with respect to certain minority purchasers of industrial life
insurance and seeking compensatory and punitive damages and
injunctive relief. On April 27, 2000, the Florida Department of
Insurance (the Department) issued a cease and desist order to AGLA,
In the Matter of American General Life and Accident Insurance
Company, Case No. 348600-00-C, requiring AGLA to cease collecting
a portion of premiums from Florida minority policyholders and to
submit a corrective action plan to the Department. Prior to that
date, AGLA had taken action to cease collecting a portion of the
premiums on its industrial life policies from affected minority
policyholders nationwide.
On June 21, 2000, American General announced that AGLA entered into
a settlement, subject to court approval, to resolve the McNeil class
action. We also announced that AGLA entered into an agreement with
the Department to resolve related regulatory matters, including the
cease and desist order. Since the announcement, 35 other states,
representing in excess of 90% of AGLA's industrial life
policyholders, have joined in the settlement. The class action
settlement received court approval on September 8, 2000 and became
final and no longer subject to appeal on October 8, 2000. In
addition, the regulatory settlement agreements are now final.
In conjunction with the proposed settlements, we recorded a charge
of $265 million ($175 million aftertax) in second quarter 2000. The
charge covers the cost of policyholder benefits, including premium
adjustments and benefit enhancements, and other charges and expenses
resulting from the proposed settlements, as well as related
administrative and legal costs.
The company is also party to various other lawsuits and proceedings
arising in the ordinary course of business. These lawsuits and
proceedings include certain class action claims and claims filed by
individuals who excluded themselves from industrial life and market
conduct settlements relating to life insurance pricing and sales
practices. In addition, many of these proceedings are pending in
jurisdictions that permit damage awards disproportionate to the actual
economic damages alleged to have been incurred. Based upon information
presently available, we believe that the total amounts that will
ultimately be paid, if any, arising from these lawsuits and proceedings
will not have a material adverse effect on the company's results of
operations and financial position. However, it should be noted that
the frequency of large damage awards, including large punitive
damage awards that bear little or no relation to actual economic
damages incurred by plaintiffs in some jurisdictions, continues to
create the potential for any unpredictable judgment in any given suit.
Item 1. Financial Statements (continued).
11. Tax Return Examinations. American General and the majority of its
subsidiaries file a consolidated Federal income tax return. The Internal
Revenue Service has completed examinations of our tax returns through
1992 and is currently examining our tax returns for 1993 through 1997.
Although the final outcome of any issues raised is uncertain, we believe
that the ultimate liability, including interest, will not have a material
adverse effect on the financial statements.
12. Division Results. We report our financial results in three business
divisions, as well as a category for corporate operations. Results of
each division include earnings from its business operations and earnings
on the amount of equity we consider necessary to support its business.
Corporate operations include corporate capital costs and other income or
expenses not allocated to the business divisions. Goodwill amortization,
net realized investment gains (losses), and non-recurring items are also
excluded from division results, consistent with the manner in which we
review and evaluate the divisions.
Division results for the nine months ended September 30, were as follows:
Income
Revenues Before Taxes Net Income
2000 1999 2000 1999 2000 1999
Retirement Services $2,946 $2,661 $ 745 $ 641 $ 495 $ 427
Life Insurance 4,050 4,079 867 814 570 532
Consumer Finance 1,416 1,280 286 259 184 167
Total divisions 8,412 8,020 1,898 1,714 1,249 1,126
Corporate operations (18) 1 (243) (217) (162) (140)
Goodwill amortization (36) (36) (36) (36)
Net dividends on
preferred securities
of subsidiaries (76) (68)
Operating earnings 975 882
Realized investment
losses (129) (12) (129) (12) (84) (8)
Non-recurring items (315) - (193) -
Consolidated total $8,265 $8,009 $1,175 $1,449 $ 698 $ 874
Item 1. Financial Statements (continued).
Division results for the quarter ended September 30, were as follows:
Income
Revenues Before Taxes Net Income
2000 1999 2000 1999 2000 1999
Retirement Services $ 999 $ 903 $ 253 $ 213 $ 167 $ 140
Life Insurance 1,327 1,340 294 277 193 182
Consumer Finance 484 436 97 88 63 57
Total divisions 2,810 2,679 644 578 423 379
Corporate operations 3 2 (79) (73) (53) (46)
Goodwill amortization (12) (12) (12) (12)
Net dividends on
preferred securities
of subsidiaries (26) (23)
Operating earnings 332 298
Realized investment
losses (20) (5) (20) (5) (13) (4)
Consolidated total $2,793 $2,676 $ 533 $ 488 $ 319 $ 294
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This item presents specific comments on material changes to our consolidated
results of operations, investments, capital resources, and liquidity for the
periods reflected in the interim financial statements filed with this report.
This analysis should be read in conjunction with the consolidated financial
statements and related notes on pages 2 through 13 of this Quarterly Report
on Form 10-Q.
The reasons for any significant variations between the quarters ended
September 30, 2000 and 1999 are the same as those discussed below for the
respective nine month periods, unless otherwise noted. Amounts in the tables
are in millions, except per share data.
OVERVIEW
The company is a diversified financial services organization with over
$123 billion of assets, over $22 billion of annual revenues and deposits, and
targeted operating earnings per share of $5.17 for full-year 2000. We are a
leading provider of retirement services, life insurance, consumer loans, and
investments to 12 million customers.
Our financial highlights were as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Revenues and deposits(1) $ 16,802 $ 14,914 $ 5,519 $ 4,949
Earnings
Operating earnings 975 882 332 298
Net income 698 874 319 294
Earnings per share
Operating earnings 3.85 3.42 1.31 1.16
Net income 2.76 3.39 1.26 1.15
Assets(2) 124,344 111,689
Shareholders' equity(2)
Total 8,068 7,477
Per share 31.84 30.13
Operating return on equity(2) 16.63% 15.88% 16.78% 15.65%
(1) Excludes realized investment losses.
(2) Excludes fair value adjustment under SFAS 115.
Revenues and deposits increased $1.9 billion, or 13%, for the nine months
ended September 30, 2000, compared to the same period in 1999, primarily due
to higher fixed and variable deposits in our retirement services division.
Operating earnings increased 11% for the first nine months of 2000 due to
increases in earnings in our retirement services division (up 16%), life
insurance division (up 7%), and consumer finance division (up 10%). Operating
earnings per share increased 13%, compared to the 11% increase in operating
earnings, as a result of the decline in average shares outstanding primarily
due to the repurchase of 5.2 million shares of our common stock in the last
twelve months.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Net income decreased $176 million, or 20%, for the nine months ended September
30, 2000, and included aftertax charges of $193 million and aftertax realized
investment losses of $84 million. The charges mainly relate to our settlement
of industrial life insurance litigation and a fraud loss in second quarter
2000. See Note 9 of the financial statements for further discussion of the
charges. The investment losses from sale of our securities reflect our
ongoing management of the investment portfolio to maximize its relative value
and to optimize the company's tax position. The $591 million increase in
shareholders' equity over the last twelve months reflects $955 million in net
income in addition to a $250 million increase related to the conversion of our
convertible preferred securities, partially offset by dividends paid to our
shareholders of $433 million and share repurchases of $320 million.
BUSINESS DIVISIONS
We manage our business operations through three divisions retirement
services, life insurance, and consumer finance based on products and
services offered. Results of each of our business divisions' operations are
discussed below.
Retirement Services
Our retirement services division results were as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Fixed margin $ 743 $ 695 $ 253 $ 227
Variable fees 182 133 63 49
Asset management fees 45 24 14 9
Other revenue 53 24 21 8
Net revenue 1,023 876 351 293
Operating expenses 250 232 84 81
Other, net* 28 3 14 (1)
Pretax earnings 745 641 253 213
Income taxes 250 214 86 73
Division earnings $ 495 $ 427 $ 167 $ 140
*Primarily commissions and change in DPAC/CIP.
Earnings. Retirement services earnings are a function of the level of our
managed assets, fixed margin, variable fees, asset management fees, and
operating expenses. Division earnings for the nine months ended September 30,
2000 increased 16%, or $68 million, compared to the same period in 1999. The
increase was due to the 19% growth in managed assets from September 30, 1999
to September 30, 2000, which generated increases in fixed margin, variable
fees, and asset management fees that were partially offset by higher operating
expenses.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Assets and Deposits. Investments and separate account assets grew 9% and 31%,
respectively, from September 30, 1999 to September 30, 2000. Assets and
deposits were as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Assets under management
Investments (1) $44,364 $40,875
Separate accounts 22,896 17,512
Mutual funds (2) 2,885 782
Premiums and deposits
Fixed 4,248 3,697 $1,420 $1,311
Variable 2,537 2,221 751 692
Mutual funds 758 85 282 36
Surrender ratios
Fixed 9.81% 7.71% 9.59% 7.90%
Variable 5.82 5.14 5.92 4.86
(1) Excludes fair value adjustment under SFAS 115.
(2) Not included on the balance sheet.
Total premiums and deposits for the nine months and quarter ended
September 30, 2000 increased 26%, or $1.5 billion, and 20%, or $414 million,
respectively, compared to the same periods in 1999. The 15% increase in fixed
premiums and deposits for the nine-month period and the 8% increase for third
quarter resulted from our sales of fixed annuities through financial
institutions and expanded distribution of annuities through our life insurance
agents. Variable deposit growth of 14% and 8% for the first nine months and
third quarter of 2000, respectively, reflects continued consumer interest in
equity-based products provided through our group retirement plans. Mutual
fund deposit growth was $673 million in the first nine months and $246 million
in third quarter, compared to the 1999 periods, reflecting our recent
introduction of mutual funds to both group and retail markets. Changes in the
surrender ratios resulted from widening of the spread between market and
credited interest rates, more policies past the surrender protection period,
and increased competition.
Fixed Margin. Fixed margin, the difference between net investment income on
general account investments and interest credited to policyholders' fixed
accounts, increased 7% in the first nine months of 2000 compared to 1999.
Fixed investment spread measures this difference in terms of interest rates.
Net investment income and the components of fixed investment spread were as
follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Net investment income $2,382 $2,205 $ 815 $ 748
Investment yield* 7.76% 7.71% 7.84% 7.68%
Average crediting rate 5.38 5.38 5.41 5.35
Fixed investment spread 2.38% 2.33% 2.43% 2.33%
*Excludes fair value adjustment under SFAS 115.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
The $48 million increase in fixed margin for the first nine months of 2000 was
largely due to a higher level of invested assets and the resulting 8% increase
in net investment income. Investment yield and fixed investment spread
increased during the first nine months of 2000, compared to the same period
in 1999, due to higher market rates on new investments.
Variable and Asset Management Fees. Variable fees are annuity product fees,
primarily mortality and expense charges, which we earn from separate accounts.
Asset management fees are the advisory and management fees we earn on mutual
fund and separate account assets. The increase in these combined fees of $70
million, or 45%, for the first nine months of 2000, compared to the same
period of 1999, was driven by a 31% growth in separate account assets. Our
total variable fee rate, which is variable fees and asset management fees as
a percentage of average separate account assets, increased 5 basis points to
1.35% for the first nine months of 2000, primarily due to more favorable
revenue-sharing agreements with third-party asset managers.
Other Revenue. Other revenue consists primarily of surrender charges and
dealer concessions on mutual fund sales. The increase in other revenue over
1999 was due to higher surrender charges and increased marketing revenues
earned on mutual funds in 2000.
Operating Expenses. Operating expenses increased $18 million for the nine
months and $3 million for the quarter ended September 30, 2000, compared to
the same periods in 1999, primarily due to increased marketing-related and
administrative costs to support the growth in business and $6 million of year-
to-date operating expenses for a mutual fund group that we purchased in first
quarter 2000. The ratio of operating expenses to average assets under
management improved to .49% for the first nine months of 2000 from .54% for
the same period a year ago due to growth in assets under management over the
last twelve months exceeding growth in operating expenses.
Life Insurance
Our life insurance division results were as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Premiums and
other considerations $2,256 $2,294 $ 729 $ 755
Net investment income 1,636 1,651 545 539
Other income 158 134 53 46
Total revenues 4,050 4,079 1,327 1,340
Insurance and annuity benefits 2,137 2,171 709 696
Operating expenses 495 530 161 173
Other expenses* 551 564 163 194
Total expenses 3,183 3,265 1,033 1,063
Pretax earnings 867 814 294 277
Income taxes 297 282 101 95
Division earnings $ 570 $ 532 $ 193 $ 182
*Primarily commissions and change in DPAC/CIP.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Earnings. The division's profitability is driven by growth in insurance and
annuity reserves and insurance in force, as well as interest spread,
mortality, and operating expenses. Earnings increased 7% for the nine months
ended September 30, 2000 compared to the same period in 1999. The increase
resulted from a 4% growth in combined general and separate account reserves,
an 8% increase in insurance in force, and reduced operating and other
expenses.
Sales and Premiums and Deposits. Sales represent annualized premiums and
deposits for new products issued. Premiums represent funds received on
traditional life insurance products, while deposits represent funds we receive
for interest-sensitive insurance and annuities. Sales and premiums and
deposits of the life insurance division were as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Sales
Individual life insurance $ 388 $ 378 $ 109 $ 126
Individual annuities 662 445 198 148
Life insurance in force $383,292 $354,313
Direct premiums and deposits
Life insurance $ 2,567 $ 2,663 $ 822 $ 834
Annuities 674 491 197 159
Other 443 492 152 159
Total $ 3,684 $ 3,646 $1,171 $1,152
Individual life insurance sales for the first nine months of 2000 increased
3% over the 1999 period, and declined 13% quarter over quarter, due to a 17%
year-to-date increase in life insurance sales through our independent
distribution channel, partially offset by a decline in sales through career
agents resulting from our planned change in marketing emphasis. Direct life
insurance premiums and deposits (before net reinsurance ceded) decreased 4%
in the nine month period due to lower corporate market deposits, which can
fluctuate significantly from quarter to quarter.
Individual annuity sales increased 49% in the first nine months of 2000,
compared to the same period of 1999, while annuity premiums and deposits
increased 37%. These increases were due to a 102% growth in sales of variable
annuities through our financial institution channel.
Life insurance in force grew 8% from September 30, 1999 to September 30, 2000,
due to new sales including larger size policies.
Other premiums and deposits, which include primarily accident and health and
property and casualty business, declined 10% for the first nine months of
2000, compared to the same period of 1999, due to our de-emphasis of these
lines of business.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Investment Spread. Investment results and interest crediting rates were as
follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Assets
Investments* $28,447 $27,997
Separate accounts 3,090 1,940
Liabilities
Insurance and annuities 25,933 26,034
Separate accounts 3,090 1,940
Investment yield 8.06% 8.24% 8.06% 8.02%
Average crediting rate 5.93 5.91 5.93 5.93
Investment spread 2.13% 2.33% 2.13% 2.09%
*Excludes fair value adjustment under SFAS 115.
Net investment income and the investment yield decreased during the first nine
months of 2000, compared to the same period in 1999, due to lower income from
securities called before their maturity dates. This decrease in net
investment income was partially offset by an increase in investment income
generated by the higher amount of investments.
Mortality, Morbidity, and Persistency. Death claims and premium termination
rates were as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Death claims $ 770 $ 753 $ 252 $ 245
Death claims per $1,000
in force $ 3.80 $ 3.68 $ 3.75 $ 3.60
Premium termination rate 12.41% 12.61% 13.47% 13.29%
Death claims per $1,000 of in force increased during the first nine months and
third quarter of 2000, compared to the same periods in 1999, consistent with
the increasing average age of the in force business. Premium termination
rates for the nine months and quarter ended September 30, 2000 were relatively
stable compared to the same periods in 1999. Mortality and persistency
experience during the first nine months of 2000 reflected normal fluctuations
and remained within our pricing assumptions. Higher claims in our group
medical business, which has been discontinued, and certain long-term
disability cases adversely impacted year-to-date 2000 morbidity experience.
Expenses. Operating expenses decreased $35 million, or 6%, for the first nine
months and decreased 5% for third quarter 2000 compared to the same periods
in 1999 due to the benefit of our ongoing shared service initiatives, the
reduction of postretirement life insurance benefits for former employees of
an acquired company to conform to company-wide standards, and a decline in
premium tax expense. The year-to-date ratio of operating expenses to direct
premiums and deposits improved to 13.48% in 2000 compared to 14.52% in 1999.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Other expenses, which consist of commissions and the change in DPAC and CIP,
decreased 3% in the first nine months of 2000 compared to the same period in
1999. The amortization rate for previously-capitalized DPAC and CIP was
reduced for certain product lines during third quarter 2000, as a result of
more favorable than expected experience that has resulted from operating
efficiencies, as well as better than expected mortality and interest spreads.
Consumer Finance
Our consumer finance division results were as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Finance margin $ 689 $ 657 $ 233 $ 220
Other income 213 203 70 72
Net revenue 902 860 303 292
Provision for finance
receivable losses 147 150 50 50
Operating expenses 377 366 126 124
Other expenses* 92 85 30 30
Pretax earnings 286 259 97 88
Income taxes 102 92 34 31
Division earnings $ 184 $ 167 $ 63 $ 57
*Primarily insurance benefits.
Earnings. Division earnings are a function of the amount and mix of finance
receivables, interest spread, credit quality, and operating expenses.
Earnings increased 10% for the nine months ended September 30, 2000, compared
to the same period in 1999, due to increases in average receivables and
improved credit quality, partially offset by lower interest spread.
Finance Receivables. The mix of finance receivables was as follows:
September 30,
2000 1999
Real estate loans $ 7,244 $ 6,404
Non-real estate loans 2,970 2,514
Retail sales finance 1,426 1,258
Total finance receivables 11,640 10,176
Allowance for losses (383) (386)
Finance receivables, net $11,257 $ 9,790
Average finance receivables
Year-to-date $11,331 $ 9,867
Quarter 11,631 10,018
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
We increased our finance receivables portfolio by $1.5 billion during the last
twelve months. Average finance receivables in the first nine months of 2000
increased 15% compared to the same period in 1999, due to higher loan
production. Over the last twelve months, we generated $6.7 billion of loans
in our branch offices and purchased $1.0 billion of real estate loans and
$.5 billion of non-real estate loans, while $6.7 billion of loans were repaid.
At quarter end, 62% of the portfolio was secured by real estate compared to
63% a year ago. During first quarter 2000, we completed the sale of
$27 million of fully-reserved receivables, resulting in a pretax gain of
$1 million. The allowance for finance receivable losses decreased $3 million
from the prior year period, primarily due to the sale of these receivables and
improved credit quality, partially offset by increases for portfolio
purchases in the last twelve months.
Finance Margin. Finance margin is the difference between the finance charges
we charge our customers and interest expense on the debt required to fund
finance receivables. Interest spread measures this difference in terms of
interest rates. Finance margin and the components of interest spread were as
follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Finance charges $1,203 $1,077 $ 414 $ 364
Interest expense 514 420 181 144
Finance margin $ 689 $ 657 $ 233 $ 220
Yield on finance receivables 14.17% 14.59% 14.18% 14.45%
Borrowing cost 6.55 6.19 6.69 6.18
Interest spread 7.62% 8.40% 7.49% 8.27%
Year-to-date finance charges increased 12% from the prior year period due to
the increase in our average finance receivables, partially offset by the
decline in yield. Interest expense increased for the same period due to
increases in average debt outstanding and higher borrowing costs. Interest
spread decreased in 2000 due to the combined effect of the decline in yield
and the increase in our borrowing cost.
Other Income. Other income consists primarily of insurance premiums for
credit insurance policies and net investment income. The increase in other
income of $10 million, or 5%, was due to increased premium production
resulting from greater loan volume and higher net investment income from an
increase in invested assets.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Credit Quality. Net charge-off and delinquency ratios reflect the quality of
our finance receivables portfolio, the success of our collection efforts, and
general economic conditions. Credit quality information was as follows:
Nine Months Ended Quarter Ended
September 30, September 30,
2000 1999 2000 1999
Charge offs $ 147 $ 150 $ 50 $ 50
Delinquencies 406 393
Allowance for losses 383 386
Ratios
Charge-off 1.73% 2.04% 1.72% 2.02%
Delinquency 3.33 3.67
Allowance 3.29 3.80
Charge-off coverage 1.96x 1.93x 1.91x 1.92x
Risk-adjusted yield 12.44% 12.55% 12.46% 12.43%
The decrease in the charge-off ratio reflects the result of past and ongoing
credit quality improvement efforts. Delinquencies are finance receivables
which are 60 days or more past due. Delinquencies increased while the
delinquency ratio decreased at September 30, 2000, compared to September 30,
1999, due to increased receivables, improved credit quality, and the sale of
$27 million of fully-reserved receivables in first quarter 2000.
The allowance for finance receivable losses is maintained at an amount that
we believe is adequate to absorb anticipated charge offs in our existing
portfolio. The allowance as a percentage of finance receivables has continued
to decline as the portfolio has grown, reflecting improved credit quality.
We have maintained a slightly higher year-to-date charge-off coverage ratio
at 2 times annual charge offs.
Risk-adjusted yield represents the yield on finance receivables less the
charge-off ratio. Risk-adjusted yield declined from the nine months ended
September 30, 1999; however, the decrease is less than the decline in yield
on finance receivables due to the improvement in the charge-off ratio. The
risk adjusted yield for third quarter 2000 improved slightly from the prior
year quarter due to an improved charge-off ratio, offset by a decline in
yield.
Operating Expenses. Operating expenses as a percentage of average finance
receivables for the first nine months of 2000 improved to 4.42% from 4.96% for
the same period of 1999. This decrease reflects a 15% increase in average
finance receivables compared to a 2% increase in operating expenses.
INVESTMENTS
Our invested assets consisted primarily of fixed maturity securities (87%),
mortgage loans on real estate (5%), short-term investments (3%), and policy
loans (3%) at September 30, 2000.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Fair Value of Securities. At September 30, 2000, the market value of our
fixed maturity securities was 97.7% of amortized cost compared to 97.2% of
amortized cost at December 31, 1999. The negative fair value adjustment on
our fixed maturity securities portfolio decreased by $248 million, with a
related $188 million positive adjustment to shareholders' equity. The
components of the fair value adjustment at September 30, 2000 and December 31,
1999, and the nine month change, were as follows:
September 30, December 31,
2000 1999 Change
Fair value adjustment to fixed
maturity securities $(1,502) $(1,750) $ 248
Related increase in DPAC/CIP 389 347 42
Related decrease in deferred
income taxes 393 495 (102)
Valuation allowance on deferred
tax asset (381) (381) -
Net unrealized losses
Fixed maturity securities (1,101) (1,289) 188
Other - 11 (11)
Net unrealized losses
on securities $(1,101) $(1,278) $ 177
Fixed Maturity Securities. At September 30, 2000, our fixed maturity
securities investment portfolio consisted of $47.1 billion of corporate bonds,
$13.6 billion of mortgage-backed securities, and $2.1 billion of bonds issued
by governmental agencies. The average credit rating of the portfolio was A
at September 30, 2000 and A+ at December 31, 1999. Average ratings by
category at September 30, 2000 were as follows:
September 30, Average Credit
2000 % Rating
Investment grade $45,804 72% A
Mortgage-backed 13,579 22 AAA
Below investment grade 3,465 6 B+
Total fixed maturity securities $62,848 100% A
Investment income from our below investment grade securities was $291 million
(10.3% yield) for the nine months ended September 30, 2000 and $264 million
(9.9% yield) for the same period in 1999. Realized investment losses on below
investment grade securities were $110 million and $83 million for the nine
months ended September 30, 2000 and 1999, respectively.
Non-performing bonds were less than .1% of total fixed maturity securities at
September 30, 2000 and December 31, 1999. We classify bonds as non-performing
when the payment of interest is sufficiently uncertain as to preclude accrual
of interest.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Assets Under Management. Assets under management, which include invested
assets, separate account assets, finance receivables, and mutual funds,
increased to $118 billion at September 30, 2000 from $102 billion at
September 30, 1999. The 16% increase over the prior year was due to growth in
separate account assets and invested assets, as well as mutual funds under
management. Mutual funds under management increased $2.1 billion to $2.9
billion, primarily from our acquisition of the North American Funds, a family
of 16 sub-advised mutual funds, in first quarter 2000.
CAPITAL RESOURCES
Corporate Capital. The level of our corporate capital is determined primarily
by the required equity of our business divisions. The mix of corporate
capital between debt and equity is influenced by our overall corporate
strategy and structure. Our target capital structure consists of 25%
corporate debt, 15% redeemable equity, and 60% shareholders' equity. The
amount and mix of our corporate capital at September 30, 2000 and December 31,
1999 were as follows:
September 30, December 31,
2000 1999
Corporate capital* $13,291 $12,768
Corporate debt 24.5% 24.4%
Redeemable equity 14.8 15.1
Shareholders' equity 60.7 60.5
*Excludes fair value adjustment under SFAS 115.
Corporate Debt. On August 11, 2000, we issued $250 million of Senior Notes
due August 11, 2010, which bear interest at 7-1/2%. Net proceeds of $246
million were used to reduce short-term debt.
Redeemable Equity. On June 27, 2000, we issued $300 million of 8-1/2%
preferred securities. Net proceeds of $295 million were used to reduce short-
term debt.
On June 30, 2000, holders of approximately 5 million shares of our 6%
convertible preferred securities converted their securities into 6.1 million
shares of American General common stock. The conversion rights expired for
the remaining shares and we exercised our right to redeem these shares on
August 31, 2000.
Shareholders' Equity. On March 1, 2000, we redeemed all outstanding shares
of our mandatorily convertible preferred stock, with a stated value of
$85 million. Holders received .8264 share of our common stock for each share
of preferred stock redeemed, for a total of 1.9 million common shares.
We use share repurchases as a means of maintaining our target capital
structure. We repurchased 5.2 million shares for $316 million in the nine
months ended September 30, 2000 and 1.0 million shares for $73 million in
third quarter 2000. Since 1987, American General has repurchased 127.7
million common shares for an aggregate cost of $3.5 billion. Our future
repurchase activity will be based on the company's corporate development
activities, capital management strategy, and fluctuations in our common
stock price.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Retirement Services and Life Insurance. The amount of statutory equity
required to support the business of our retirement services and life insurance
companies is principally a function of four factors: (1) quantity and quality
of assets invested to support insurance and annuity reserves, (2) mortality
and other insurance-related risks, (3) interest-rate risk resulting from
potential mismatching of asset and liability durations, and (4) general
business risks. Each of these items is a key factor in the National
Association of Insurance Commissioners' risk-based capital (RBC) formula, used
to evaluate the adequacy of a life insurance company's statutory equity.
We currently manage the statutory equity of our principal retirement services
and life insurance companies to a target of 2.5 times the Company Action Level
RBC (or 5.0 times the Authorized Control Level RBC). We adjust dividends
from, or contributions to, these companies to maintain this target. At
September 30, 2000, our principal retirement services and life insurance
companies had statutory equity in a range of 2.4 to 3.3 times the Company
Action Level RBC, with a weighted-average of 2.6 times.
Consumer Finance. The capital of our consumer finance division varies
directly with the level of its finance receivables. This capital, totaling
$12.4 billion at September 30, 2000, consisted of $1.6 billion of equity and
$10.8 billion of consumer finance debt, which was not guaranteed by American
General.
The capital mix of consumer finance debt and equity is based upon maintaining
leverage at a level that supports cost-effective funding. The consumer finance
division's target ratio of debt to tangible net worth, a standard measure of
financial risk in the consumer finance industry, is currently 7.5 to 1. The
ratio was 7.5 to 1 at September 30, 2000 and 7.6 to 1 at December 31, 1999.
LIQUIDITY
Our overall liquidity is based on cash flows from the business divisions and
our ability to borrow in both the long-term and short-term markets at
competitive rates. At September 30, 2000, we had committed and unused credit
facilities of $6.2 billion, substantially all of which were to support the
company's commercial paper borrowings. We believe that our overall sources
of liquidity will continue to be sufficient to satisfy our foreseeable
financial obligations.
Corporate Operations. The primary sources of cash for corporate operations
include net dividends from our business divisions and the proceeds from
issuances of debt and redeemable equity. Corporate operations use cash to pay
dividends to shareholders, to pay interest on corporate debt and dividends on
preferred securities, to repurchase common stock, and to pay other corporate
expenses. We expect to fund future acquisitions and maturities of debt and
preferred securities through external sources, while maintaining our capital
structure.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Net dividends received from our business divisions were as follows:
Nine Months Ended
September 30,
2000 1999
Dividends received
Retirement Services $ 139 $ 124
Life Insurance 339 381
Consumer Finance 43 164
Total received 521 669
Contributions paid
Retirement Services 83 21
Life Insurance 133 247
Total paid 216 268
Net dividends received $ 305 $ 401
Dividends received from our life insurance division declined in 2000 since
additional capital was required to support its target capital level and new
business growth. Dividends received from our consumer finance division also
declined in 2000 because the division retained capital to support its purchase
of a non-real estate portfolio in second quarter 2000. The life insurance
division received contributions in 2000 and 1999 to partially fund the
industrial life insurance litigation and the market conduct litigation
settlements, respectively.
Retirement Services. Principal sources of cash for our retirement services
division were as follows:
Nine Months Ended
September 30,
2000 1999
Cash from operating activities $1,394 $1,228
Fixed policyholder account deposits,
net of withdrawals 574 1,093
Variable account deposits, net of
withdrawals 1,963 1,867
Mutual fund deposits, net of withdrawals 403 28
Short-term collateralized financings 1,394 643
The increase in net variable account and mutual fund deposits and the decline
in net fixed policyholder account deposits period over period resulted from
policyholders continuing to seek higher returns in equity-based investments,
as well as new variable product introductions. Because the investment risk
on variable accounts and mutual fund products lies predominately with the
policyholder, deposits and withdrawals related to separate accounts and mutual
funds are not included in the company's cash flow statement. The increase in
cash from short-term collateralized financings relates to the company's
expanded use of dollar rolls as part of our investment strategy.
The division's major use of cash was the net purchase of investments necessary
to support increases in insurance and annuity liabilities. The division also
paid net dividends of $56 million to the parent in the first nine months of
2000.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
Life Insurance. Principal sources of cash for our life insurance division
were as follows:
Nine Months Ended
September 30,
2000 1999
Cash from operating activities $ 59 $209
Fixed policyholder account deposits,
net of withdrawals (87) 184
Variable account deposits, net of
withdrawals 584 567
Short-term collateralized financings 819 404
The $271 million decline in net fixed policyholder account deposits and the
increase in net variable account deposits in the first nine months of 2000
compared to 1999, resulted from policyholders seeking higher returns from
equity-based investments, new variable product introductions, and the transfer
of lump sum fixed deposits to variable accounts, partially offset by lower
corporate market deposits. The increase in short-term collateralized
financings relates to our expanded use of dollar rolls.
The division's major use of cash was the net purchase of investments necessary
to support increases in insurance and annuity liabilities. In the first nine
months of 2000, the division paid net dividends of $206 million to the parent.
Consumer Finance. Principal sources of cash for our consumer finance division
were as follows:
Nine Months Ended
September 30,
2000 1999
Cash from operating activities $409 $377
Increase in debt 569 560
Net cash provided by operating activities increased $32 million in 2000
compared to 1999 due to the increase in finance charges from higher average
net receivables. Cash generated by borrowings increased due to higher growth
in finance receivables in 2000.
The division's major use of cash was to fund finance receivables growth. Net
cash used to fund finance receivables was $796 million in the first nine
months of 2000, compared to $667 million in the first nine months of 1999.
The division paid dividends of $43 million to the parent in 2000.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued).
FORWARD-LOOKING STATEMENTS
All statements, trend analyses, and other information contained herein
relative to markets for our products and trends in our operations or financial
results, as well as other statements including words such as "anticipate,"
"believe," "plan," "estimate," "expect," "intend," "target," and other similar
expressions, constitute forward-looking statements under the Private
Securities Litigation Reform Act of 1995. We have made these forward-looking
statements based upon our current expectations and beliefs concerning future
developments and their potential effects on the company. There can be no
assurance that future developments affecting the company will be those that
we anticipated. Actual results may differ materially from those included in
the forward-looking statements.
These forward-looking statements involve risks and uncertainties including,
but not limited to, the following: (1) changes in general economic conditions,
including the performance of financial markets and interest rates; (2)
customer responsiveness to both products and distribution channels; (3)
competitive, regulatory, accounting, or tax changes that affect the cost of,
or demand for, our products; (4) our ability to secure necessary regulatory
approvals, including approvals for dividends and products; 5) our ability to
realize projected expense savings; (6) adverse litigation or arbitration
results or resolution of litigation or arbitration, including proceedings
related to industrial life insurance, satellite dish financing, and workers'
compensation insurance; and (7) the formation of strategic alliances or
business combinations among our competitors or business partners. Investors
are also directed to other risks and uncertainties discussed in documents we
filed with the Securities and Exchange Commission. We undertake no obligation
to update or revise any forward-looking information, whether as a result of
new information, future developments, or otherwise.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Our exposure to market risk is primarily related to changes in interest rates.
Quantitative and qualitative disclosures about our market risk resulting from
changes in interest rates are included in the section titled "Asset/Liability
Management" of Management's Discussion and Analysis in our 1999 Annual Report
to Shareholders. There have been no material changes in such risks or our
asset/liability management program during the nine months ended September 30,
2000. See Note 4 of the financial statements for information about
significant derivative financial instrument activity during the year.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Refer to Note 10 of Notes to Consolidated Financial Statements included in
Part I of this Form 10-Q for the quarter ended September 30, 2000.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
3 Amended and Restated Bylaws of American General
10.1 Amendment to American General Corporation 1994 Stock and
Incentive Plan (November 2000)
10.2 Amendment to American General Corporation 1997 Stock and
Incentive Plan (November 2000)
10.3 Amendment to American General Corporation 1999 Stock and
Incentive Plan (November 2000)
11 Computation of Earnings per Share (included in Note 3 of Notes
to Consolidated Financial Statements)
12 Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred Stock
Dividends
27 Financial Data Schedule
b. Reports on Form 8-K.
The following reports on Form 8-K were filed after June 30, 2000:
1) Current Report on Form 8-K dated August 8, 2000, with respect to
authorization for issuance in an underwritten public offering of
$250 million aggregate principal amount of the company's 7-1/2%
Notes Due 2010.
2) Current Report on Form 8-K dated October 30, 2000, with respect to
authorization for issuance in an underwritten public offering of
an additional $250 million aggregate principal amount of the
company's 7-1/2% Notes Due 2010.
SIGNATURE
Pursuant to the requirements 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 November 13, 2000.
AMERICAN GENERAL CORPORATION
(Registrant)
By: NICHOLAS R. RASMUSSEN
Nicholas R. Rasmussen
Executive Vice President, Chief Financial Officer
and Treasurer
(Duly Authorized Officer and Principal Financial Officer)
EXHIBIT INDEX
Exhibit
3 Amended and Restated Bylaws of American General
10.1 Amendment to American General Corporation 1994 Stock and
Incentive Plan (November 2000)
10.2 Amendment to American General Corporation 1997 Stock and
Incentive Plan (November 2000)
10.3 Amendment to American General Corporation 1999 Stock and
Incentive Plan (November 2000)
11 Computation of Earnings per Share (included in Note 3 of Notes
to Consolidated Financial Statements)
12 Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred Stock
Dividends
27 Financial Data Schedule
