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


/ /		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2004

Commission File No. 33-47472

AIG SUNAMERICA LIFE ASSURANCE COMPANY


Incorporated in Arizona		86-0198983 IRS Employer Identification No.

1 SunAmerica Center, Los Angeles, California 90067-6022
Registrant’s telephone number, including area code: (310) 772-6000

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS Yes /[X/] No ~~/ /~~ [ ]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED BYIN RULE 12b-2 OF THE SECURITIES EXCHANGE ACT OF 1934). Yes ~~/ /~~ [ ] No /[X/]

THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT’S COMMON STOCK ON ~~AUGUST~~NOVEMBER 1312, 2004 WAS AS FOLLOWS:


Common Stock (par value $1,000 per share)		3,511 shares outstanding

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.

AIG SUNAMERICA LIFE ASSURANCE COMPANY

INDEX

	Page		~~Page~~
	Number(s)		~~Number(s)~~
Part I - Financial Information
Part I — Financial Information
	Consolidated Balance Sheet (Unaudited) - June 30, 2004 and December 31, 2003		2 - 3
Consolidated Balance Sheet (Unaudited) — September 30, 2004 and December 31, 2003		2-3
	Consolidated Statement of Income and Comprehensive Income (Unaudited) - Three Months and Six Months Ended June 30, 2004 and 2003		4 - 5
Consolidated Statement of Income and Comprehensive Income (Unaudited) — Three Months and Nine Months Ended September 30, 2004 and 2003		4-5
	Consolidated Statement of Cash Flows (Unaudited) - Six Months Ended June 30, 2004 and 2003		6 - 7
Consolidated Statement of Cash Flows (Unaudited) - Nine Months Ended September 30, 2004 and 2003		6-7
Notes to Consolidated Financial Statements (Unaudited)	~~Notes to Consolidated Financial Statements (Unaudited)~~	8-18	~~8 - 17~~
Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	19-38	~~18 - 36~~
Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~	39	37
Disclosure Controls and Procedures	~~Disclosure Controls and Procedures~~	39	37
Part II - Other Information			38
Part II — Other Information		40
	Exhibits and Reports on 8-K		40
EX-31.1
Exhibit 31.1
EX-31.2
Exhibit 31.2
EX-32
Exhibit 32

AIG SUNAMERICA LIFE ASSURANCE COMPANY CONSOLIDATED BALANCE SHEET (Unaudited)

CONSOLIDATED BALANCE SHEET


	September 30,		December 31,
	2004		2003
	(in thousands)
ASSETS

Investments and cash:
Cash and short-term investments	$	261,815	$	133,105
Bonds, notes and redeemable preferred stocks available for sale, at fair value (amortized cost: September 30, 2004, $5,115,272; December 31, 2003, $5,351,183)		5,267,874		5,505,800
Mortgage loans		675,778		716,846
Policy loans		188,150		200,232
Mutual funds		10,089		21,159
Common stocks available for sale, at fair value (cost: September 30, 2004, $4,875; December 31, 2003, $635)		4,889		727
Real estate		20,091		22,166
Securities lending collateral		1,327,722		514,145
Other invested assets		32,724		10,453

Total investments and cash		7,789,132		7,124,633

Variable annuity assets held in separate accounts		20,586,997		19,178,796
Accrued investment income		75,927		74,647
Deferred acquisition costs		1,331,563		1,264,321
Other deferred expenses		262,019		241,007
Income taxes currently receivable from Parent		—		13,856
Goodwill		14,038		14,038
Other assets		54,193		59,166

TOTAL ASSETS	$	30,113,869	$	27,970,464

~~(Unaudited)~~See accompanying notes to consolidated financial statements

	June 30,		December 31,
	2004		2003
	(in thousands)
ASSETS
Investments and cash:
Cash and short-term investments	$	142,180	$	133,105
Bonds, notes and redeemable preferred stocks available for sale, at fair value (amortized cost: June 30, 2004, $5,246,857; December 31, 2003, $5,351,183)		5,314,581		5,505,800
Mortgage loans		701,808		716,846
Policy loans		191,903		200,232
Mutual funds		11,465		21,159
Common stocks available for sale, at fair value (cost: June 30, 2004, $5,125; December 31, 2003, $635)		5,143		727
Real estate		22,166		22,166
Securities lending collateral		1,122,766		514,145
Other invested assets		20,359		10,453
Total investments and cash		7,532,371		7,124,633
Variable annuity assets held in separate accounts		20,638,516		19,178,796
Accrued investment income		75,947		74,647
Deferred acquisition costs		1,316,696		1,264,321
Other deferred expenses		258,634		241,007
Income taxes currently receivable from Parent		19,321		13,856
Due from affiliates		827		—
Goodwill		14,038		14,038
Other assets		69,856		59,166
TOTAL ASSETS	$	29,926,206	$	27,970,464

See accompanying notes to consolidated financial statements.

AIG SUNAMERICA LIFE ASSURANCE COMPANY CONSOLIDATED BALANCE SHEET (Continued) (Unaudited)

CONSOLIDATED BALANCE SHEET (Continued) (Unaudited)


	September 30,		December 31,
	2004		2003
	(in thousands)
LIABILITIES AND SHAREHOLDER’S EQUITY

Reserves, payables and accrued liabilities:
Reserves for fixed annuity contracts and fixed accounts of variable annuity contracts	$	4,161,363	$	4,274,329
Reserves for universal life insurance contracts		1,549,073		1,609,233
Reserves for guaranteed investment contracts		214,734		218,032
Reserves for guaranteed benefits		77,977		12,022
Securities lending payable		1,327,722		514,145
Income taxes currently payable to Parent		181		—
Due to affiliates		9,095		19,289
Payable to brokers		31,961		1,140
Other liabilities		194,201		248,258

Total reserves, payables and accrued liabilities		7,566,307		6,896,448

Variable annuity liabilities related to separate accounts		20,586,997		19,178,796

Subordinated notes payable to affiliates		41,483		41,520

Deferred income taxes		312,234		291,152

Total liabilities		28,507,021		26,407,916

Shareholder’s equity:
Common stock		3,511		3,511
Additional paid-in capital		1,224,885		1,224,885
Retained earnings		309,032		261,542
Accumulated other comprehensive income		69,420		72,610

Total shareholder’s equity		1,606,848		1,562,548

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	30,113,869	$	27,970,464

	June 30,		December 31,
	2004		2003
	(in thousands)
LIABILITIES AND SHAREHOLDER’S EQUITY
Reserves, payables and accrued liabilities:
Reserves for fixed annuity contracts	$	4,233,103	$	4,274,329
Reserves for universal life insurance contracts		1,565,171		1,609,233
Reserves for guaranteed investment contracts		214,032		218,032
Reserve for guaranteed benefits		73,890		12,022
Securities lending payable		1,122,766		514,145
Due to affiliates		—		19,289
Payable to brokers		3,516		1,140
Other liabilities		209,443		248,258
Total reserves, payables and accrued liabilities		7,421,921		6,896,448
Variable annuity liabilities related to separate accounts		20,638,516		19,178,796
Subordinated notes payable to affiliates		41,498		41,520
Deferred income taxes		301,497		291,152
Total liabilities		28,403,432		26,407,916
Shareholder’s equity:
Common stock		3,511		3,511
Additional paid-in capital		1,224,885		1,224,885
Retained earnings		265,949		261,542
Accumulated other comprehensive income		28,429		72,610
Total shareholder’s equity		1,522,774		1,562,548
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	29,926,206	$	27,970,464

See accompanying notes to consolidated financial statements.

AIG SUNAMERICA LIFE ASSURANCE COMPANY CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the three months and nine months ended September 30, 2004 and 2003 (Unaudited)

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME


	Three Months						Nine Months
	2004			2003			2004			2003
	(in thousands)
REVENUES
Fee income:
Variable annuity policy fees, net of reinsurance	$	91,932		$	72,200		$	270,492		$	201,179
Asset management fees		23,000			17,625			66,521			46,414
Universal life insurance policy fees, net of reinsurance		7,481			8,192			25,188			26,540
Surrender charges		6,482			6,895			19,973			21,249
Other fees		3,857			3,578			11,049			10,430

Total fee income		132,752			108,490			393,223			305,812

Investment income		88,166			100,103			273,257			299,166
Net realized investment losses		(15,151	)		(17,940	)		(24,877	)		(26,570	)

Total revenues		205,767			190,653			641,603			578,408

BENEFITS AND EXPENSES
Interest expense:
Fixed annuity contracts and fixed accounts of variable annuity contracts		35,799			38,482			106,606			116,575
Universal life insurance contracts		18,474			19,303			55,479			57,142
Guaranteed investment contracts		1,550			2,042			4,264			6,089
Subordinated notes payable		523			542			1,621			2,044

Total interest expense		56,346			60,369			167,970			181,850

General and administrative expenses		32,649			26,275			104,282			84,607
Amortization of deferred acquisition costs and other deferred expenses		29,266			50,269			114,005			139,798
Annual commissions		15,114			11,422			45,245			41,595
Claims on universal life contracts, net of reinsurance recoveries		3,577			4,022			13,499			15,255
Guaranteed benefits, net of reinsurance recoveries		17,314			14,723			48,240			51,182

Total benefits and expenses		154,266			167,080			493,241			514,287

PRETAX INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE		51,501			23,573			148,362			64,121

Income tax expense		8,418			5,422			35,783			14,748

INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE		43,083			18,151			112,579			49,373

Cumulative effect of accounting change, net of tax		—			—			(62,589	)		—

NET INCOME	$	43,083		$	18,151		$	49,990		$	49,373

For the three months and six months ended June 30, 2004 and 2003

(Unaudited)

	Three months					Six months
	2004		2003			2004			2003
			(in thousands)
REVENUES
Fee income:
Variable annuity policy fees, net of reinsurance	$	90,350	$	66,945		$	178,560		$	128,979
Asset management fees		22,619		15,496			43,521			28,789
Universal life insurance policy fees, net of reinsurance		8,515		9,378			17,707			18,348
Surrender charges		6,492		6,784			13,491			14,354
Other fees		3,571		3,515			7,192			6,852
Total fee income		131,547		102,118			260,471			197,322
Investment income		97,921		102,155			185,091			199,063
Net realized investment gains (losses)		1,667		(5,358	)		(9,726	)		(8,630	)
Total revenues		231,135		198,915			435,836			387,755
BENEFITS AND EXPENSES
Interest expense:
Fixed annuity contracts		35,571		39,328			70,807			78,093
Universal life insurance contracts		18,524		18,737			37,005			37,839
Guaranteed investment contracts		1,379		2,031			2,714			4,047
Subordinated notes payable		538		660			1,098			1,502
Total interest expense		56,012		60,756			111,624			121,481
General and administrative expenses		35,409		28,345			71,633			58,332
Amortization of deferred acquisition costs and other deferred expenses		53,297		45,567			84,739			89,529
Annual commissions		15,117		15,995			30,131			30,173
Claims on universal life contracts, net of reinsurance recoveries		5,099		5,720			9,922			11,233
Guaranteed benefits, net of reinsurance		13,152		14,483			30,926			36,459
Total benefits and expenses		178,086		170,866			338,975			347,207
PRETAX INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE		53,049		28,049			96,861			40,548
Income tax expense		15,169		7,445			27,365			9,326
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE		37,880		20,604			69,496			31,222
Cumulative effect of accounting change, net of tax		—		—			(62,589	)		—
NET INCOME	$	37,880	$	20,604		$	6,907		$	31,222

See accompanying notes to consolidated financial statements.

AIG SUNAMERICA LIFE ASSURANCE COMPANY CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Continued) For the three months and nine months ended September 30, 2004 and 2003 (Unaudited)

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Continued)


	Three Months						Nine Months
	2004			2003			2004			2003
	(in thousands)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

Net unrealized gains (losses) on debt and equity securities available for sale identified in the current period less related amortization of deferred acquisition costs and other deferred expenses	$	50,076		$	(17,432	)	$	(24,292	)	$	79,494

Less reclassification adjustment for net realized losses included in net income		12,988			11,645			19,386			16,400

Income tax (expense) benefit		(22,073	)		2,025			1,716			(33,564	)

OTHER COMPREHENSIVE INCOME (LOSS)		40,991			(3,762	)		(3,190	)		62,330

COMPREHENSIVE INCOME	$	84,074		$	14,389		$	46,800		$	111,703

For the three months and six months ended June 30, 2004 and 2003

(Unaudited)

	Three months						Six months
	2004			2003			2004			2003
				(in thousands)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Net unrealized gains (losses) on debt and equity securities available for sale identified in the current period less related amortization of deferred acquisition costs and other deferred expenses	$	(140,220	)	$	78,406		$	(74,368	)	$	96,926
Less reclassification adjustment for net realized (gains) losses included in net income		(1,016	)		3,400			6,398			4,755
Income tax (expense) benefit		49,432			(28,633	)		23,789			(35,589	)
OTHER COMPREHENSIVE INCOME (LOSS)		(91,804	)		53,173			(44,181	)		66,092
COMPREHENSIVE INCOME (LOSS)	$	(53,924	)	$	73,777		$	(37,274	)	$	97,314

See accompanying notes to consolidated financial statements.

AIG SUNAMERICA LIFE ASSURANCE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS For the nine months ended September 30, 2004 and 2003 (Unaudited)

CONSOLIDATED STATEMENT OF CASH FLOWS


	2004			2003
	(in thousands)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	49,990		$	49,373
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of accounting change, net of tax		62,589			—
Interest credited to:
Fixed annuity contracts and fixed accounts of variable annuity contracts		106,606			116,575
Universal life insurance contracts		55,479			57,142
Guaranteed investment contracts		4,264			6,089
Net realized investment losses		24,877			26,570
Amoritization of premium on securities		723			48
(Gain) loss on other invested assets		(5,869	)		5,507
Amortization of deferred acquisition costs and other deferred expenses		114,005			139,798
Depreciation of fixed assets		1,227			898
Acquisition costs deferred		(190,437	)		(158,851	)
Other expenses deferred		(51,312	)		(51,166	)
Provision (benefit) for deferred income taxes		56,501			(48,611	)
Change in:
Accrued investment income		(1,280	)		(7,438	)
Other assets		3,746			(7,656	)
Income taxes currently receivable from/payable to Parent		14,037			52,446
Due to affiliates		(10,194	)		(14,733	)
Other liabilities		11,593			(4,683	)
Other, net		12,536			11,617

NET CASH PROVIDED BY OPERATING ACTIVITIES		259,081			172,925

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of:
Bonds, notes and redeemable preferred stocks		(1,153,904	)		(1,431,013	)
Mortgage loans		(25,760	)		(42,859	)
Other investments, excluding short-term investments		(20,671	)		(14,970	)
Sales of:
Bonds, notes and redeemable preferred stocks		755,843			803,180
Other investments, excluding short-term investments		14,589			269
Redemptions and maturities of:
Bonds, notes and redeemable preferred stocks		633,620			767,055
Mortgage loans		67,747			35,215
Other investments, excluding short-term investments		12,308			70,107

NET CASH PROVIDED BY INVESTING ACTIVITIES	$	283,772		$	186,984

For the six months ended June 30, 2004 and 2003

(Unaudited)

	2004			2003
	(in thousands)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	6,907		$	31,222
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of accounting change, net of tax		62,589			—
Interest credited to:
Fixed annuity contracts		70,807			78,093
Universal life insurance contracts		37,005			37,839
Guaranteed investment contracts		2,714			4,047
Net realized investment losses		9,726			8,630
Amortization of premium on securities		2,449			2,614
Amortization of deferred acquisition costs and other deferred expenses		84,739			89,529
Depreciation of fixed assets		833			235
Acquisition costs deferred		(135,410	)		(102,204	)
Other expenses deferred		(37,521	)		(31,816	)
Provision for deferred income taxes		67,837			42,360
Change in:
Accrued investment income		(1,300	)		(9,430	)
Other assets		(11,441	)		3,382
Income taxes currently payable to Parent		(5,465	)		(7,221	)
Due to affiliates		(20,116	)		(28,884	)
Other liabilities		(28,810	)		9,469
Other, net		8,038			8,675
NET CASH PROVIDED BY OPERATING ACTIVITIES		113,581			150,982
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of:
Bonds, notes and redeemable preferred stocks		(1,028,304	)		(1,328,167	)
Mortgage loans		(9,276	)		(29,883	)
Other investments, excluding short-term investments		(16,212	)		(14,849	)
Sales of:
Bonds, notes and redeemable preferred stocks		680,095			858,085
Other investments, excluding short-term investments		11,173			67
Redemptions and maturities of:
Bonds, notes and redeemable preferred stocks		439,785			492,682
Mortgage loans		24,903			14,560
Other investments, excluding short-term investments		8,523			59,927
NET CASH PROVIDED BY INVESTING ACTIVITIES	$	110,687		$	52,422

See accompanying notes to consolidated financial statements.

AIG SUNAMERICA LIFE ASSURANCE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) For the nine months ended September 30, 2004 and 2003 (Unaudited)

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)


	2004			2003
	(in thousands)
CASH FLOW FROM FINANCING ACTIVITIES:
Deposits received on:
Fixed annuity contracts and fixed accounts of variable annuity contracts	$	1,082,777		$	1,181,329
Universal life insurance contracts		32,532			34,176
Net exchanges from the fixed accounts of variable annuity contracts		(962,641	)		(732,102	)
Withdrawal payments on:
Fixed annuity contracts and fixed accounts of variable annuity contracts		(330,033	)		(349,241	)
Universal life insurance contracts		(54,943	)		(45,307	)
Guaranteed investment contracts		(6,673	)		(7,647	)
Claims and annuity payments on:
Fixed annuity contracts and fixed accounts of variable annuity contracts		(83,045	)		(82,191	)
Universal life insurance contracts		(84,879	)		(90,912	)
Net payment related to a modified coinsurance transaction		(4,738	)		(18,959	)
Dividend paid to Parent		(2,500	)		(10,187	)

NET CASH USED IN FINANCING ACTIVITIES		(414,143	)		(121,041	)

NET INCREASE IN CASH AND SHORT-TERM INVESTMENTS		128,710			238,868

CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD		133,105			116,882

CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD AT END OF PERIOD AT END OF PERIOD	$	261,815		$	355,750

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid on indebtedness	$	1,621		$	2,044

Income taxes paid to Parent	$	47,424		$	51,087

For the six months ended June 30, 2004 and 2003

(Unaudited)

	2004			2003
	(in thousands)
CASH FLOW FROM FINANCING ACTIVITIES:
Deposits received on:
Fixed annuity contracts	$	787,396		$	803,595
Universal life insurance contracts		21,825			22,573
Net exchanges from the fixed accounts of variable annuity contracts		(654,495	)		(405,412	)
Withdrawal payments on:
Fixed annuity contracts		(200,687	)		(242,148	)
Universal life insurance contracts		(38,517	)		(33,365	)
Guaranteed investment contracts		(6,120	)		(6,240	)
Claims and annuity payments on:
Fixed annuity contracts		(55,694	)		(55,667	)
Universal life insurance contracts		(61,663	)		(62,153	)
Net payment related to a modified coinsurance transaction		(4,738	)		(11,347	)
Dividend paid to Parent		(2,500	)		(10,187	)
NET CASH USED IN FINANCING ACTIVITIES		(215,193	)		(351	)
NET INCREASE IN CASH AND SHORT-TERM INVESTMENTS		9,075			203,053
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD		133,105			116,882
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD	$	142,180		$	319,935
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid on indebtedness	$	1,098		$	1,502
Income taxes paid to Parent	$	47,424		$	51,087

See accompanying notes to consolidated financial statements.

AIG SUNAMERICA LIFE ASSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.		BASIS OF PRESENTATION

		AIG SunAmerica Life Assurance Company (formerly Anchor National Life Insurance Company) (the “Company”) is a direct wholly owned subsidiary of SunAmerica Life Insurance Company (the “Parent”), which is a wholly owned subsidiary of AIG Retirement Services, Inc. (“AIGRS”) (formerly AIG SunAmerica Inc.), a 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, financial services, retirement services and asset management. The Company is an Arizona-domiciled life insurance company principally engaged in the business of writing variable annuities directed to the market for tax-deferred, long-term savings products. It also administers closed blocks of fixed annuities, universal life policies and guaranteed investment contracts (“GICs”).

		The Company changed its name to AIG SunAmerica Life Assurance Company on January 24, 2002. The Company continued to do business as Anchor National Life Insurance Company until February 28, 2003, at which time it began doing business under its new name.

		Effective January 1, 2004, the Parent contributed to the Company 100% of the outstanding capital stock of its consolidated subsidiary, AIG SunAmerica Asset Management Corp. (“SAAMCo”) (formerly SunAmerica Asset Management Corp.) which in turn has two wholly owned subsidiaries: AIG SunAmerica Capital Services, Inc. (“SACS”) (formerly SunAmerica Capital Services, Inc.) and AIG SunAmerica Fund Services, Inc. (“SFS”) (formerly SunAmerica Fund Services, Inc.). Pursuant to this contribution, SAAMCo became a direct wholly owned subsidiary of the Company. This contribution increased the Company’s shareholder’s equity by $99,131,000. Included in the contribution of SAAMCo to the Company were tax benefits of $24,624,000 derived from losses incurred by SA Affordable Housing, L.L.C. through December 31, 2003, at which time it was no longer a subsidiary of SAAMCo. Assets, liabilities and shareholder’s equity at December 31, 2003 were restated to include $174,756,000, $75,625,000 and $99,131,000, respectively, of SAAMCo balances. Similarly, the results of operations and cash flows for the nine months ended September 30, 2003 have been restated for the addition to pretax income of $10,034,000 to reflect the SAAMCo activity.

		SAAMCo and its wholly owned distributor, SACS, and its wholly owned servicing administrator, SFS, are included in the Company’s asset management segment (see Note 5). These companies earn fee income by managing, distributing and administering a diversified family of mutual funds, managing certain subaccounts offered within the Company’s variable annuity products and providing professional management of individual, corporate and pension plan portfolios.

		In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary, consisting of normal recurring items, to present fairly the Company’s consolidated financial position as of September 30, 2004 and December 31, 2003, the results of its consolidated operations for the three months and nine months ended September 30, 2004 and 2003 and its consolidated cash flows for the nine months ended September 30, 2004 and 2003. The results of operations for the three months and nine months ended September 30, 2004 are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2003, contained in the Company’s 2003 Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

(Unaudited)

1.		BASIS OF PRESENTATION
		AIG SunAmerica Life Assurance Company (formerly Anchor National Life Insurance Company) (the “Company”) is a direct wholly owned subsidiary of SunAmerica Life Insurance Company (the “Parent”), which is a wholly owned subsidiary of AIG Retirement Services, Inc. (“AIGRS”) (formerly AIG SunAmerica Inc.), a 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, financial services, retirement services and asset management. The Company is an Arizona-domiciled life insurance company principally engaged in the business of writing variable annuities directed to the market for tax-deferred, long-term savings products. It also administers closed blocks of fixed annuities, universal life policies and guaranteed investment contracts (“GICs”).
		The Company changed its name to AIG SunAmerica Life Assurance Company on January 24, 2002. The Company continued to do business as Anchor National Life Insurance Company until February 28, 2003, at which time it began doing business under its new name.
		Effective January 1, 2004, the Parent contributed to the Company 100% of the outstanding capital stock of its consolidated subsidiary, AIG SunAmerica Asset Management Corp. (“SAAMCo”) (formerly SunAmerica Asset Management Corp.) which in turn has two wholly owned subsidiaries: AIG SunAmerica Capital Services, Inc. (“SACS”) (formerly SunAmerica Capital Services, Inc.) and AIG SunAmerica Fund Services, Inc. (“SFS”) (formerly SunAmerica Fund Services, Inc.). Pursuant to this contribution, SAAMCo became a direct wholly owned subsidiary of the Company. This contribution increased the Company’s shareholder’s equity by $99,131,000. Included in the contribution of SAAMCo to the Company were tax benefits of $24,624,000 derived from losses incurred by SA Affordable Housing, L.L.C. through December 31, 2003, when it was no longer a subsidiary of SAAMCo. Assets, liabilities and shareholder’s equity at December 31, 2003 were restated to include $174,756,000, $75,625,000 and $99,131,000, respectively, of SAAMCo balances. Similarly, the results of operations and cash flows for the six months ended June 30, 2003 have been restated for the addition to pretax income of $2,216,000 to reflect the SAAMCo activity. Pretax income from the SAAMCo’s and its subsidiaries’ asset management operations totaled $7,686,000 for the second quarter of 2004 and $15,489,000 for the six months ended June 30, 2004.
		SAAMCo and its wholly owned distributor, SACS, and its wholly owned servicing administrator, SFS, are included in asset management segment (see Note 5). These companies earn fee income by distributing and managing a diversified family of mutual funds, managing certain subaccounts within the Company’s variable annuity products and providing professional management of individual, corporate and pension plan portfolios.
		In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary, consisting of normal recurring items, to present fairly the Company’s consolidated financial position as of June 30, 2004 and December 31, 2003, the results of its consolidated operations for the three months and six months ended June 30, 2004 and 2003 and its consolidated cash flows for the six months ended June 30, 2004 and 2003. The results of operations for the three months and six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2003, contained in the Company’s 2003 Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform to the current period’s presentation.
2.		RECENTLY ISSUED ACCOUNTING STANDARDS
		In July 2003, the American Institute of Certified Public Accountants issued Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (“SOP 03-1”). This statement was effective as of January 1, 2004, and requires the Company to recognize a liability for guaranteed minimum death benefits and other living benefits related to its variable annuities

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

2.		RECENTLY ISSUED ACCOUNTING STANDARDS ~~(Continued)~~
		and modifies certain disclosures and financial statement presentations for these products. In addition, SOP 03-1 addresses the presentation and reporting of separate accounts and the capitalization and amortization of sales inducements. The Company reported for the first quarter of 2004 a one-time cumulative accounting charge upon adoption of $62,589,000 ($96,291,000 pre-tax) to reflect the liability and the related impact of deferred acquisition costs (“DAC”) and reinsurance as of January 1, 2004.
		In July 2003, the American Institute of Certified Public Accountants issued Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (“SOP 03-1”). This statement was effective as of January 1, 2004, and requires the Company to recognize a liability for guaranteed minimum death benefits and other living benefits related to its variable annuities and modifies certain disclosures and financial statement presentations for these products. In addition, SOP 03-1 addresses the presentation and reporting of separate accounts and the capitalization and amortization of certain other expenses. The Company reported for the first quarter of 2004 a one-time cumulative accounting charge upon adoption of $62,589,000 ($96,291,000 pre-tax) to reflect the liability and the related impact of deferred acquisition costs (“DAC”) and reinsurance as of January 1, 2004.
		The Company issues variable annuities for which the investment risk is generally borne by the contract holder, except with respect to amounts invested in the fixed-rate account options. For many of the Company’s variable annuities, the Company offers contractual guarantees in the event of death, at specified dates during the accumulation period, upon certain withdrawals or at annuitization. Such benefits are referred to as guaranteed minimum death benefits (“GMDB”), guaranteed minimum account value benefits (“GMAV”), guaranteed minimum withdrawal benefits (“GMWB”) and guaranteed minimum income benefits (“GMIB”), respectively. The Company also issues certain variable annuity products that offer an optional earnings enhancement benefit (“EEB”) feature.
		The Company issues variable annuities for which the investment risk is generally borne by the contract holder, except with respect to amounts invested in the fixed-rate account options. For many of the Company’s variable annuities, the Company offers contractual guarantees in the event of death, at specified dates during the accumulation period, upon certain withdrawals or at annuitization. Such benefits are referred to as guaranteed minimum death benefits (“GMDB”), guaranteed minimum account value benefits (“GMAV”), guaranteed minimum withdrawal benefits (“GMWB”) and guaranteed minimum income benefits (“GMIB”), respectively. The Company also issues certain variable annuity products that offer an optional earnings enhancement benefit (“EEB”) feature that provides an additional death benefit amount equal to a fixed percentage of earnings in the contract, subject to certain maximums.
		The assets supporting the variable portion of variable annuities are carried at fair value and reported as summary total “variable annuity assets held in separate accounts” with an equivalent summary total reported for liabilities. Amounts assessed against the contract holders for mortality, administrative, other services and certain features are included in variable annuity policy fees, net of reinsurance, in the consolidated statement of income and comprehensive income. Changes in liabilities for minimum guarantees are included in guaranteed benefits, net of reinsurance, in the consolidated statement of income and comprehensive income. Separate account net investment income, net investment gains and losses and the related liability charges are offset within the same line item in the consolidated statement of income and comprehensive income.
		The Company offers GMDB options that guarantee for virtually all contract holders, upon the death, the contract holder’s beneficiary will receive the greater of (1) the contract holder’s account value, or (2) a guaranteed minimum death benefit that varies by product and election by policy owner. The EEB provides an additional death benefit amount equal to a fixed percentage of earnings in the contract, subject to certain maximums. The GMDB liability is determined each period end by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used and adjusts the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised. As of June 30, 2004, approximately 30% of in-force contracts with GMDB (calculated based on account value) have been reinsured.
		The Company offers GMDB options that guarantee for virtually all contract holders, that upon death, the contract holder’s beneficiary will receive the greater of (1) the contract holder’s account value, or (2) a guaranteed minimum death benefit that varies by product and election by policy owner. The GMDB liability is determined each period end by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used and adjusts the additional liability balance, with a related charge or credit to guaranteed benefits, net of reinsurance recoveries, if actual experience or other evidence suggests that earlier assumptions should be revised. As of September 30, 2004, approximately 30% of in-force contracts with GMDB (calculated based on account value) have been reinsured.
		If elected by the contract holder at the time of contract issuance, GMAV guarantees that the account value under the contract will at least equal the amount of initial principal invested during the first 90 days, adjusted for withdrawals, at the end of a ten-year waiting period. The Company purchases put options on the S&P 500 index to partially offset this risk. GMAVs are considered to be derivatives under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”), and are recognized at fair value in the consolidated balance sheet through investment income in the consolidated statement of income and comprehensive income.
		GMAV is a feature offered on certain variable annuity products. If available and elected by the contract holder at the time of contract issuance, GMAV guarantees that the account value under the contract will at least equal the amount of deposits invested during the first ninety days, adjusted for any subsequent withdrawals, at the end of a ten-year waiting period. The Company purchases put options on the S&P 500 index to partially offset this risk. GMAVs are considered to be derivatives under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities"(“FAS 133”), and are recognized at fair value in the consolidated balance sheet and through investment income in the consolidated statement of income and comprehensive income.
		The GMWB option provides a guaranteed annual withdrawal stream, regardless of market performance, equal to premiums invested during the first ninety days after issue adjusted for subsequent withdrawals (“Eligible Premium”). These annual withdrawals are available after either a three-year waiting period or a five-year waiting period and limited to 10% of Eligible Premiums annually without reducing the amount guaranteed. Additional incentives are earned by the contract holder if no withdrawals are taken prior to the end of the waiting period. The GMWB is considered to be a derivative under FAS 133 and is recognized
		GMWB is a feature offered on certain variable annuity products. If available and elected by the contract holder at the time of contract issuance, this feature provides a guaranteed annual withdrawal stream, regardless of market performance, equal to deposits invested during the first ninety days adjusted for any subsequent withdrawals (“Eligible Premium”). These guaranteed annual withdrawals of up to 10% of Eligible Premiums, are available after either a three-year or a five-year

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

2.		RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)
		at fair value in the consolidated balance sheet through investment income in the consolidated statement of income and comprehensive income. In June 2004, variable annuity deposits with the GMWB option were immaterial.
		waiting period as elected by the contract holder at time of contract issuance, without reducing the future amounts guaranteed. If no withdrawals have been made during the waiting period of 3 or 5 years, the contract holder will realize an additional 10% or 20%, respectively, of Eligible Premium after all other amounts guaranteed under this benefit have been paid. GMWBs are considered to be derivatives under FAS 133 and are recognized at fair value in the consolidated balance sheet and through investment income in the consolidated statement of income and comprehensive income.
		If elected by the contract holder, GMIB provides a minimum fixed annuity payment guarantee after a seven, nine or ten-year waiting period. As there is a waiting period to annuitize using the GMIB, as of June 30, 2004, there are no policies eligible to receive this benefit. The GMIB liability is determined each period end by estimating the expected value of the annuitization benefits in excess of the projected account balance at the date of annuitization and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used and adjusts the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised. As of June 30, 2004, virtually all of the Company’s GMIB exposure was effectively transferred to several large insurance companies via reinsurance agreements. However, the Company does not have reinsurance coverage on contracts to be sold after July 2004.
		If available and elected by the contract holder, GMIB provides a minimum fixed annuity payment guarantee after a seven, nine or ten-year waiting period. As there is a waiting period to annuitize using the GMIB, there are virtually no policies eligible to receive this benefit at September 30, 2004. The GMIB liability is determined each period end by estimating the expected value of the annuitization benefits in excess of the projected account balance at the date of annuitization and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used and adjusts the additional liability balance, with a related charge or credit to guaranteed benefits, net of reinsurance recoveries, if actual experience or other evidence suggests that earlier assumptions should be revised. As of June 30, 2004, virtually all of the Company’s GMIB exposure was effectively transferred to several large insurance companies via reinsurance agreements. However, the Company does not have reinsurance coverage on contracts sold after July 2004.
		Details concerning the Company’s guaranteed benefit exposures as of June 30, 2004 are as follows:

				Highest Specified
	Return of Net			Anniversary Account
	Deposits			Value Minus
	Plus a			Withdrawals Post
	Minimum Return			Anniversary
	(dollars in thousands)
In the event of death (GMDB and EEB):
Account value	$	12,343,952		$	11,715,093
Net amount at risk (a)		1,118,520			1,412,543
Average attained age of contract holders		65			64
Range of guaranteed minimum return rates		0%-5	%		0	%
At annuitization (GMIB):
Account value	$	6,342,023
Net amount at risk (a)		3,997
Weighted average period remaining until expected annuitization	4.1 Years
Range of guaranteed minimum return rates		0%-6.5	%
Accumulation at specified date (GMAV):
Account value	$	1,165,910
Net amount at risk (a)		703
Weighted average period remaining until expected payout	9.2 Years
Range of guaranteed minimum return rates		0	%

(a) Net amount at risk represents the guaranteed benefit exposure in excess of the current account value, net of reinsurance, if all contract holders died, in the case of GMDB, annuitized, in the case of GMIB, or reached the specified date, in the case of GMAV, at the same balance sheet date.

AIG SUNAMERICA LIFE ASSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

~~NOTES~~2. TORECENTLY ~~CONSOLIDATED~~ISSUED ~~FINANCIAL~~ACCOUNTING ~~STATEMENTS~~STANDARDS (Continued) Details concerning the Company’s guaranteed benefit exposures as of September 30, 2004 are as follows:

(Unaudited)


				Highest Specified
				Anniversary Account
	Return of Net			Value Minus
	Deposits Plus a			Withdrawals Post
	Minimum Return			Anniversary
	(dollars in thousands)
In the event of death (GMDB and EEB):
Account value	$	12,161,430		$	11,795,514
Net amount at risk (a)		1,221,718			1,488,877
Average attained age of contract holders		65			64
Range of guaranteed minimum return rates		0%-5	%		0	%

At annuitization (GMIB):
Account value	$	6,375,984
Net amount at risk (a)		4,841
Weighted average period remaining until earliest annuitization	3.9 Years
Range of guaranteed minimum return rates		0%-6.5	%

Accumulation at specified date (GMAV):
Account value	$	1,313,412
Net amount at risk (a)		3,462
Weighted average period remaining until guaranteed payment	9.1 Years

Annual withdrawals at specified date (GMWB):
Account value	$	135,316
Net amount at risk (b)		162
Weighted average period remaining until expected payout	14.1 Years

2. RECENTLY ISSUED ACCOUNTING STANDARDS (Continued) The following summarizes the reserve for guaranteed benefits, net of reinsurance, on variable contracts reflected in the general account:

(a)		Net amount at risk represents the guaranteed benefit exposure in excess of the current account value, net of applicable reinsurance, if all contract holders died, in the case of GMDB, annuitized, in the case of GMIB, or reached the specified date, in the case of GMAV, at the same balance sheet date.

(b)		Net amount at risk represents the guaranteed benefit exposure in excess of the current account value if all contract holders exercise the maximum withdrawal benefits at the same balance sheet date. If no withdrawals have been made during the waiting period of 3 or 5 years, the contract holder will realize an additional 10% or 20% of Eligible Premium, respectively, after all other amounts guaranteed under this benefit have been paid. The additional 10% or 20% enhancement increases the net amount at risk by $17,814,000 payable no sooner than 13 or 15 years from contract issuance for the 3 or 5 year waiting periods, respectively.

	(in thousands)
Balance at January 1, 2004 (b)	$	65,423
Guaranteed benefits incurred, net of reinsurance		30,926
Guaranteed benefits paid, net of reinsurance		(22,459	)
Balance at June 30, 2004	$	73,890

(b)Includes amounts from the one-time cumulative accounting change resulting from the adoption of SOP 03-1.

The following assumptions and methodology were used to determine the reserve for guaranteed benefits at June 30, 2004:

• Data used was 5,000 stochastically generated investment performance scenarios. • Mean investment performance assumption was 10%. • Volatility assumption was 16%. • Mortality was assumed to be 64 percent of the 75-80 ALB table. • Lapse rates vary by contract type and duration and range from 1% to 30%. • The discount rate was approximately 8%.

		The Company currently offers enhanced crediting rates or bonus payments to contract holders on certain of its products. These sales inducements are deferred and amortized over the life of the policy using the same methodology and assumptions used to amortize DAC. The Company previously deferred these sales inducements as part of DAC and reported the amortization of such amounts as part of DAC amortization. Upon implementation of SOP 03-1, the Company reclassified sales inducements of $160.0 million from DAC to other deferred expenses, which is reported on the consolidated balance sheet. For the six months ended June 30, 2004, sales inducements of $20.7 million was deferred. Amortization of the deferred sales inducements is reported as part of amortization of deferred acquisition costs and other deferred expenses on the consolidated statement of income and comprehensive income. For the six months ended June 30, 2004, amortization of sales inducements was $4.5 million. Prior period consolidated balance sheet and consolidated statement of income and comprehensive income presentation has been reclassified to conform to the new presentation.
3.		CONTINGENT LIABILITIES
		The Company has entered into seven agreements in which it has provided liquidity support for certain short-term securities of municipalities and non-profit organizations by agreeing to purchase such securities in the event there is no other buyer in the short-term marketplace. In return the Company receives a fee. In addition, the Company guarantees the payment of these securities upon redemption. The maximum liability under these guarantees at June 30, 2004 is $480,490,000. In August 2004, these commitments decreased by $287,890,000 due to early redemption. The remaining commitments have contractual maturity dates as follows: $21,930,000 in the remainder of 2004 and $170,670,000 in 2005. Related to each of these agreements are participation agreements with the Parent under which the Parent will share in $61,521,000 of these liabilities in exchange for a proportionate percentage of the fees received under these agreements. The Internal Revenue Service has completed its examinations into the transactions

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

3.		CONTINGENT LIABILITIES (Continued)
		underlying these commitments, including the Company’s role in the transactions. The examination did not result in a material loss to the Company.
		At June 30, 2004, the Company has commitments to purchase a total of approximately $28,000,000 of asset backed securities in the ordinary course of business. The expiration dates of these commitments are as follows: $19,000,000 in 2004 and $9,000,000 in 2006.
		Various lawsuits against the Company have arisen in the ordinary course of business. Contingent liabilities arising from litigation, income taxes and regulatory and other matters are not considered material in relation to the financial position, results of operations or cash flows of the Company.
		On April 5, 2004, a purported class action captioned Nitika Mehta, as Trustee of the N.D. Mehta Living Trust vs. AIG SunAmerica Life Assurance Company, Case 04L0199, was filed in the Circuit Court, Twentieth Judicial District in St. Clair County, Illinois. The lawsuit alleges certain improprieties in conjunction with alleged market timing activities. The probability of any particular outcome cannot be reasonably estimated at this time.
4.		RELATED-PARTY MATTERS
		Subordinated notes (including accrued interest of $538,000) payable to affiliates totaled $41,498,000 at interest rates ranging from 4.00% to 9.5% at June 30, 2004, and require principal payments of $3,000,000 in 2004, $7,560,000 in 2005 and $30,400,000 in 2008.
		On October 31, 2003, the Company entered into an existing credit agreement under which the Company agreed to make loans to AIG in an aggregate amount of $60,000,000. This commitment expires on October 30, 2004. There was no outstanding balance under this agreement at June 30, 2004.
		On February 1, 2004, SAAMCo entered into an administrative services agreement with its affiliate, First SunAmerica Life Insurance Company (“FSA”), whereby SAAMCo will pay to FSA a fee based on a percentage of all assets invested through FSA’s variable annuity products in exchange for services performed. SAAMCo is the investment advisor for certain trusts that serve as investment options for FSA’s variable annuity products. Amounts paid or accrued to FSA under this agreement totaled $0.9 million in 2004 and are included in asset management fees in the statement of income and comprehensive income. A fee of $0.8 million was paid under a different agreement in 2003.
		The Company’s insurance policy obligations are guaranteed by American Home Assurance Company (“American Home”), a subsidiary of AIG, and a member of an AIG intercompany pool. This guarantee is unconditional and irrevocable, and the Company’s policyholders have the right to enforce the guarantee directly against American Home.
		The Company has a support agreement in effect between the Company and AIG (the “Support Agreement”), pursuant to which AIG has agreed that AIG will cause the Company to maintain a policyholder’s surplus of not less than $1,000,000 or such greater amount as shall be sufficient to enable the Company to perform its obligations under any policy issued by it. The Support Agreement also provides that if the Company needs funds not otherwise available to it to make timely payment of its obligations under policies issued by it, AIG will provide such funds at the request of the Company. The Support Agreement is not a direct or indirect guarantee by AIG to any person of any obligations of the Company. AIG may terminate the Support Agreement with respect to outstanding obligations of the Company only under circumstances where the Company attains, without the benefit of the Support Agreement, a financial strength rating equivalent to that held by the Company with the benefit of the Support Agreement. Policyholders have the right to cause the Company to enforce its rights against AIG and, if the Company fails or refuses to take timely action to enforce the Support Agreement or if the Company defaults in any

2.		RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)

		The following summarizes the reserve for guaranteed benefits, net of reinsurance, on variable contracts reflected in the general account:


	(in thousands)

Balance at January 1, 2004 (c)	$	65,423
Guaranteed benefits incurred, net of reinsurance recoveries		48,240
Guaranteed benefits paid, net of reinsurance recoveries		(35,686	)

Balance at September 30, 2004	$	77,977

(c)

Includes amounts from the one-time cumulative accounting change resulting from the adoption of SOP 03-1.

The following assumptions and methodology were used to determine the reserve for guaranteed benefits at September 30, 2004:

•

Data used was 5,000 stochastically generated investment performance scenarios.

•

Mean investment performance assumption was 10%.

•

Volatility assumption was 16%.

•

Mortality was assumed to be 64% of the 75-80 ALB table.

•

Lapse rates vary by contract type and duration and range from 1% to 30%.

•

The discount rate was approximately 8%.

		The Company currently offers enhanced crediting rates or bonus payments to contract holders on certain of its products. Such amounts are deferred and amortized over the life of the policy using the same methodology and assumptions used to amortize DAC. The Company previously deferred these expenses as part of DAC and reported the amortization of such amounts as part of DAC amortization. Upon implementation of SOP 03-1, the Company reclassified $160.0 million of these expenses from DAC to other deferred expenses, which is reported on the consolidated balance sheet. For the nine months ended September 30, 2004, $29.1 million of these expenses were deferred. For the nine months ended September 30, 2004, amortization of these deferred expenses was $6.7 million. Amortization of other deferred expenses is reported as part of amortization of deferred acquisition costs and other deferred expenses on the consolidated statement of income and comprehensive income. Prior period consolidated balance sheet and consolidated statement of income and comprehensive income presentation has been reclassified to conform to the new presentation.

3.		CONTINGENT LIABILITIES

		The Company has six agreements outstanding in which it has provided liquidity support for certain short-term securities of municipalities and non-profit organizations by agreeing to purchase such securities in the event there is no other buyer in the short-term marketplace. In return the Company receives a fee. In addition, the Company guarantees the payment of these securities upon redemption. The maximum liability under these guarantees at September 30, 2004 is $195,439,000. These commitments have contractual maturity dates as follows: $20,500,000 in the remainder of 2004 and $174,939,000 in 2005. Related to each of these agreements are participation agreements with the Parent under which the Parent will share in $62,599,000 of these liabilities in exchange for a proportionate percentage of the fees received under these agreements. The Internal Revenue Service has completed

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

4.		RELATED-PARTY MATTERS (Continued)
3.		CONTINGENT LIABILITIES (Continued)
		claim or payment owed to such policyholder when due, have the right to enforce the Support Agreement directly against AIG.
		its examinations into the transactions underlying these commitments, including the Companys’s role in the transactions. The examination did not result in a material loss to the Company.
		American Home does not publish financial statements prepared on the basis of U.S. generally accepted accounting principles, although it files statutory annual and quarterly reports with the New York State Insurance Department, where such reports are available to the public. AIG is a reporting company under the Securities Exchange Act of 1934, and files annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available from the Securities and Exchange Commission.
		At September 30, 2004, the Company has commitments to purchase a total of approximately $24,000,000 of asset-backed securities in the ordinary course of business. The expiration dates of these commitments are as follows: $15,000,000 in 2004 and $9,000,000 in 2006.
5.		SEGMENT INFORMATION
		Various federal, state and other regulatory agencies are reviewing certain transactions and practices of the Company and its subsidiaries in connection with industry-wide and other inquiries. In the opinion of the Company’s management and based on the current status of these inquiries, it is not likely that any of these inquiries will have a material adverse effect on the Company’s consolidated financial condition or operation.
		As of January 1, 2004, the Company began conducting its business through two business segments, annuity operations and asset management operations. Prior to January 1, 2004, the Company conducted its business through one segment: annuity operations. Annuity operations consists of the sale and administration of deposit-type insurance contracts, including fixed and variable annuities, universal life insurance contracts and GICs. Asset management operations, which includes the distribution and management of mutual funds, is conducted by SAAMCo and its subsidiary and distributor, SACS, and its subsidiary and servicing administrator, SFS. Following is selected information pertaining to the Company’s business segments.
		Various lawsuits against the Company have arisen in the ordinary course of business. Contingent liabilities arising from litigation, income taxes and regulatory and other matters are not considered material in relation to the financial position, results of operations or cash flows of the Company.
		On April 5, 2004, a purported class action captioned Nitika Mehta, as Trustee of the N.D. Mehta Living Trust vs. AIG SunAmerica Life Assurance Company, Case 04L0199, was filed in the Circuit Court, Twentieth Judicial District in St. Clair County, Illinois. The lawsuit alleges certain improprieties in conjunction with alleged market timing activities. The probability of any particular outcome cannot be reasonably estimated at this time.
4.		RELATED-PARTY MATTERS
		Subordinated notes (including accrued interest of $523,000) payable to affiliates totaled $41,483,000 at interest rates ranging from 4.00% to 9.5% at September 30, 2004, and require principal payments of $3,000,000 in 2004 and $37,960,000 in 2008.
		On October 31, 2003, the Company became a party to an existing credit agreement under which the Company agreed to make loans to AIG in an aggregate amount of up to $60,000,000. This commitment expires on October 28, 2005. There was no outstanding balance under this agreement at September 30, 2004.
		At September 30, 2004, a receivable of $5,000,000 was included in due to affiliates on the consolidated balance sheet. This balance is due from AIGRS under the short-term financing arrangement that is discussed in the Related-Party Matters footnote of the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
		On February 1, 2004, SAAMCo entered into an administrative services agreement with its affiliate, First SunAmerica Life Insurance Company (“FSA”), whereby SAAMCo will pay to FSA a fee based on a percentage of all assets invested through FSA’s variable annuity products in exchange for services performed. SAAMCo is the investment advisor for certain trusts that serve as investment options for FSA’s variable annuity products. Amounts earned by FSA under this agreement totaled $1.3 million in 2004 and are included in asset management fees in the statement of income and comprehensive income. A fee of $1.2 million was paid to FSA under a different agreement in 2003.
		On October 1, 2001, SAAMCo entered into two administrative services agreements with business trusts established by its affiliate, The Variable Annuity Life Insurance Company (“VALIC”), whereby the trust pays to SAAMCo a fee based on a percentage of average daily net assets invested through VALIC’s annuity products in exchange for services performed. Amounts earned by SAAMCo under this agreement totaled $6.7 million in 2004 and $5.4 million in 2003 and are included in other fees in the consolidated statement of income and comprehensive income.
		SAAMCo and VALIC have an agreement pursuant to which SAAMCo pays a fee based on a percentage of each funds’ average daily net assets invested through VALIC’s annuity products for certain administrative costs incurred by VALIC. Amounts paid by SAAMCo totaled $1.9 million in 2004 and $1.6 million in 2003 and are included in other fees in the consolidated statement of income and comprehensive income.

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

5. SEGMENT INFORMATION (Continued)

4.		RELATED-PARTY MATTERS (Continued)

		The Company has a support agreement in effect between the Company and AIG (the “Support Agreement”), pursuant to which AIG has agreed that AIG will cause the Company to maintain a policyholder’s surplus of not less than $1,000,000 or such greater amount as shall be sufficient to enable the Company to perform its obligations under any policy issued by it. The Support Agreement also provides that if the Company needs funds not otherwise available to it to make timely payment of its obligations under policies issued by it, AIG will provide such funds at the request of the Company. The Support Agreement is not a direct or indirect guarantee by AIG to any person of any obligations of the Company. AIG may terminate the Support Agreement with respect to outstanding obligations of the Company only under circumstances where the Company attains, without the benefit of the Support Agreement, a financial strength rating equivalent to that held by the Company with the benefit of the Support Agreement. Policyholders have the right to cause the Company to enforce its rights against AIG and, if the Company fails or refuses to take timely action to enforce the Support Agreement or if the Company defaults in any claim or payment owed to such policyholder when due, have the right to enforce the Support Agreement directly against AIG.

		The Company’s insurance policy obligations are guaranteed by American Home Assurance Company (“American Home”), a subsidiary of AIG, and a member of an AIG intercompany pool. This guarantee is unconditional and irrevocable, and the Company’s policyholders have the right to enforce the guarantee directly against American Home.

		American Home does not publish financial statements prepared on the basis of U.S. generally accepted accounting principles, although it files statutory annual and quarterly reports with the New York State Insurance Department, where such reports are available to the public. AIG is a reporting company under the Securities Exchange Act of 1934, and files annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available from the Securities and Exchange Commission.

5.		SEGMENT INFORMATION

		As of January 1, 2004, the Company began conducting its business through two business segments, annuity operations and asset management operations. Prior to January 1, 2004, the Company conducted its business through one segment: annuity operations. Annuity operations consists of the sale and administration of deposit-type insurance contracts, including fixed and variable annuities, universal life insurance contracts and GICs. Asset management operations, which includes the management, distribution and administration of mutual funds, is conducted by SAAMCo and its subsidiary and distributor, SACS, and its subsidiary and servicing administrator, SFS. Following is selected information pertaining to the Company’s business segments.

			Asset
			Management
	Annuity Operations		Operations		Total
THREE MONTHS ENDED JUNE 30, 2004			(in thousands)
REVENUES:
Fee income:
Variable annuity policy fees, net of reinsurance	$	90,350	$	—	$	90,350
Asset management fees		—		22,619		22,619
Universal life insurance fees, net of reinsurance		8,515		—		8,515
Surrender charges		6,492		—		6,492
Other fees		—		3,571		3,571
Total fee income		105,357		26,190		131,547
Investment income		97,783		138		97,921
Net realized investment gains		1,667		—		1,667
Total revenues		204,807		26,328		231,135
BENEFITS AND EXPENSES:
Interest expense		55,474		538		56,012
General and administrative expenses		25,273		10,136		35,409
Amortization of deferred acquisition costs and other deferred expenses		45,329		7,968		53,297
Annual commissions		15,117		—		15,117
Claims on universal life contracts, net of reinsurance recoveries		5,099		—		5,099
Guaranteed benefits, net of reinsurance		13,152		—		13,152
Total benefits and expenses		159,444		18,642		178,086
Pretax income before cumulative effect of accounting change	$	45,363	$	7,686	$	53,049
Total assets	$	29,740,719	$	185,487	$	29,926,206
Expenditures for long-lived assets	$	—	$	37	$	—

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

SEGMENT INFORMATION (Continued)

Asset

Management

Annuity

Management

Annuity Operations

Operations

Total

Operations

Total

THREE MONTHS ENDED JUNE 30, 2003

(in thousands)

THREE MONTHS ENDED SEPTEMBER 30, 2004:

REVENUES:

Fee income:

Variable annuity policy fees, net of reinsurance

6691,~~945~~932

—

6691,~~945~~932

Asset management fees

—

1523,~~496~~000

Universal life insurance fees, net of reinsurance

9,378

—

9,378

Universal life insurance policy fees, net of reinsurance

7,481

—

7,481

Surrender charges

6,~~784~~482

—

6,~~784~~482

Other fees

—

3,~~515~~857

Total fee income

83105,~~107~~895

1926,~~011~~857

~~102~~132,~~118~~752

Investment income

~~100~~87,~~040~~932

~~2,115~~234

~~102~~88,~~155~~166

Net realized investment losses

(515,~~358~~151

)

—

(515,~~358~~151

)

Total revenues

~~177~~178,~~789~~676

2127,~~126~~091

~~198~~205,~~915~~767

BENEFITS AND EXPENSES:

Interest expense

6055,~~096~~823

~~660~~523

6056,~~756~~346

General and administrative expenses

1923,~~030~~272

9,~~315~~377

2832,~~345~~649

Amortization of deferred acquisition costs and other deferred expenses

4021,~~256~~160

58,~~311~~106

4529,~~567~~266

Annual commissions

15,~~995~~114

—

15,~~995~~114

Claims on universal life contracts, net of reinsurance recoveries

53,~~720~~577

—

53,~~720~~577

Guaranteed benefits, net of reinsurance

14,483

—

14,483

Guaranteed benefits, net of reinsurance recoveries

17,314

—

17,314

Total benefits and expenses

~~155~~136,~~580~~260

1518,~~286~~006

~~170~~154,~~866~~266

Pretax income before cumulative effect of accounting change

2242,~~209~~416

59,~~840~~085

2851,~~049~~501

Total assets

2529,~~456~~917,~~775~~921

~~222~~195,~~207~~948

2530,~~678~~113,~~982~~869

Expenditures for long-lived assets

—

~~565~~8

—8

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

SEGMENT INFORMATION (Continued)

Asset

Management

Annuity

Management

Annuity Operations

Operations

Total

Operations

Total

SIX MONTHS ENDED JUNE 30, 2004

(in thousands)

THREE MONTHS ENDED SEPTEMBER 30, 2003:

REVENUES:

Fee income:

Variable annuity policy fees, net of reinsurance

~~178~~72,~~560~~200

—

~~178~~72,~~560~~200

Asset management fees

—

4317,~~521~~625

Universal life insurance fees, net of reinsurance

17,707

—

17,707

Universal life insurance policy fees, net of reinsurance

8,192

—

8,192

Surrender charges

136,~~491~~895

—

136,~~491~~895

Other fees

—

73,~~192~~578

Total fee income

~~209~~87,~~758~~287

5021,~~713~~203

~~260~~108,~~471~~490

Investment income

~~184~~99,~~776~~123

~~315~~980

~~185~~100,~~091~~103

Net realized investment losses

(917,~~726~~940

)

—

(917,~~726~~940

)

Total revenues

~~384~~168,~~808~~470

5122,~~028~~183

~~435~~190,~~836~~653

BENEFITS AND EXPENSES:

Interest expense

~~110~~59,~~526~~827

~~1,098~~542

~~111~~60,~~624~~369

General and administrative expenses

5218,~~601~~992

197,~~032~~283

7126,~~633~~275

Amortization of deferred acquisition costs and other deferred expenses

6944,~~330~~400

155,~~409~~869

8450,~~739~~269

Annual commissions

3011,~~131~~422

—

3011,~~131~~422

Claims on universal life contracts, net of reinsurance recoveries

94,~~922~~022

—

94,~~922~~022

Guaranteed benefits, net of reinsurance

30,926

—

30,926

Guaranteed benefits, net of reinsurance recoveries

14,723

—

14,723

Total benefits and expenses

~~303~~153,~~436~~386

3513,~~539~~694

~~338~~167,~~975~~080

Pretax income before cumulative effect of accounting change

8115,~~372~~084

158,489

9623,~~861~~573

Total assets

2925,~~740~~990,~~719~~038

~~185~~218,~~487~~902

2926,~~926~~208,~~206~~940

Expenditures for long-lived assets

—

8348

—48

AIG SUNAMERICA LIFE ASSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

SEGMENT INFORMATION (Continued)

Asset

Management

Annuity

Management

Annuity Operations

Operations

Total

Operations

Total

SIX MONTHS ENDED JUNE 30, 2003

(in thousands)

NINE MONTHS ENDED SEPTEMBER 30, 2004:

REVENUES:

Fee income:

Variable annuity policy fees, net of reinsurance

~~128~~270,~~979~~492

—

~~128~~270,~~979~~492

Asset management fees

—

2866,~~789~~521

Universal life insurance fees, net of reinsurance

18,348

—

18,348

Universal life insurance policy fees, net of reinsurance

25,188

—

25,188

Surrender charges

1419,~~354~~973

—

1419,~~354~~973

Other fees

—

611,~~852~~049

Total fee income

~~161~~315,~~681~~653

3577,~~641~~570

~~197~~393,~~322~~223

Investment income

~~196~~272,~~825~~708

~~2,238~~549

~~199~~273,~~063~~257

Net realized investment losses

(824,~~630~~877

)

—

(824,~~630~~877

)

Total revenues

~~349~~563,~~876~~484

3778,~~879~~119

~~387~~641,~~755~~603

BENEFITS AND EXPENSES:

Interest expense

~~119~~166,~~979~~349

1,~~502~~621

~~121~~167,~~481~~970

General and administrative expenses

4075,~~289~~873

1828,~~043~~409

58104,~~332~~282

Amortization of deferred acquisition costs and other deferred expenses

7990,~~077~~490

1023,~~452~~515

89114,~~529~~005

Annual commissions

3045,~~173~~245

—

3045,~~173~~245

Claims on universal life contracts, net of reinsurance recoveries

1113,~~233~~499

—

1113,~~233~~499

Guaranteed benefits, net of reinsurance

36,459

—

36,459

Guaranteed benefits, net of reinsurance recoveries

48,240

—

48,240

Total benefits and expenses

~~317~~439,~~210~~696

2953,~~997~~545

~~347~~493,~~207~~241

Pretax income before cumulative effect of accounting change

32123,~~666~~788

724,~~882~~574

40148,~~548~~362

Total assets

2529,~~456~~917,~~775~~921

~~222~~195,~~207~~948

2530,~~678~~113,~~982~~869

Expenditures for long-lived assets

—

~~2,693~~91

—91

AIG SUNAMERICA LIFE ASSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

~~MANAGEMENT’S~~5. ~~DISCUSSION~~SEGMENT ~~AND~~INFORMATION ~~ANALYSIS~~(Continued)

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


				Asset
	Annuity			Management
	Operations			Operations		Total
	(in thousands)
NINE MONTHS ENDED SEPTEMBER 30, 2003:

REVENUES:
Fee income:
Variable annuity policy fees, net of reinsurance	$	201,179		$	—	$	201,179
Asset management fees		—			46,414		46,414
Universal life insurance policy fees, net of reinsurance		26,540			—		26,540
Surrender charges		21,249			—		21,249
Other fees		—			10,430		10,430

Total fee income		248,968			56,844		305,812

Investment income		295,948			3,218		299,166
Net realized investment losses		(26,570	)		—		(26,570	)

Total revenues		518,346			60,062		578,408

BENEFITS AND EXPENSES:
Interest expense		179,806			2,044		181,850
General and administrative expenses		59,281			25,326		84,607
Amortization of deferred acquisition costs and other deferred expenses		123,477			16,321		139,798
Annual commissions		41,595			—		41,595
Claims on universal life contracts, net of reinsurance recoveries		15,255			—		15,255
Guaranteed benefits, net of reinsurance recoveries		51,182			—		51,182

Total benefits and expenses		470,596			43,691		514,287

Pretax income before cumulative effect of accounting change	$	47,750		$	16,371	$	64,121

Total assets	$	25,990,038		$	218,902	$	26,208,940

Expenditures for long-lived assets	$	—		$	2,741	$	2,741

~~Management’s discussion and analysis of financial condition and results of~~18 operations of AIG SunAmerica Life Assurance Company (formerly Anchor National Life Insurance Company) (the “Company”) for the three months and six months ended June 30, 2004 and June 30, 2003 follows. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

AIG SUNAMERICA LIFE ASSURANCE COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations of AIG SunAmerica Life Assurance Company (formerly Anchor National Life Insurance Company) (the “Company”) for the three months and nine months ended September 30, 2004 and 2003 follows. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward-looking statements contained in this report and in any other statements made by, or on behalf of, the Company, whether or not in future filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Statements using verbs such as “expect,” “anticipate,” “believe” or words of similar import generally involve forward-looking statements. Without limiting the foregoing, forward-looking statements include statements which represent the Company’s beliefs concerning future levels of sales and redemptions of the Company’s products, investment spreads and yields, or the earnings and profitability of the Company’s activities.

Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which are subject to change. These uncertainties and contingencies could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable developments. Some may be national in scope, such as general economic conditions, changes in tax law and changes in interest rates. Some may be related to the insurance industry generally, such as pricing, competition, regulatory developments and industry consolidation. Others may relate to the Company specifically, such as credit, volatility and other risks associated with the Company’s investment portfolio. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the SEC. The Company disclaims any obligation to update forward-looking information.

CRITICAL ACCOUNTING POLICIES

The Company considers ~~among~~ its most critical accounting policies those ~~policies~~ policies with respect to valuation of certain financial instruments, amortization of deferred acquisition costs and other deferred expenses and ~~valuation~~ of the reserve for guaranteed benefits. In the implementation of each of the aforementioned policies, management is required to exercise its judgment on both a quantitative and qualitative basis. Further explanation of how management exercises that judgment follows.

VALUATION OF CERTAIN FINANCIAL INSTRUMENTS: Gross unrealized losses on debt and equity securities available for sale amounted to $6735.85 million at ~~June~~ September 30, 2004. In determining if and when a decline in fair value below ~~amortized~~ amortized cost is other than temporary, the Company evaluates at each reporting ~~period~~ period the market conditions, offering prices, trends of earnings, price multiples, and other key measures for investments in debt and ~~marketable~~ equity securities. In particular, for debt securities, the Company assesses the probability that all amounts due are collectible according to the contractual terms of the obligation. When such a decline in value is deemed to be other than temporary, the Company recognizes an impairment loss in the current period operating results to the extent of the decline (See also discussion within “Capital Resources and Liquidity” herein).

Securities in the Company’s portfolio with a carrying value of approximately $~~972~~892.31 million at ~~June~~September 30, 2004 do not have readily ~~determinable~~ determinable market prices. For these securities, the Company estimates the fair value with internally prepared valuations (including those based on estimates of future profitability). Otherwise, the Company uses its most recent purchases and sales of similar unquoted securities, independent broker quotes or comparison to similar securities with quoted prices when possible to estimate the fair value of those securities. All such securities are classified as available for sale. The Company’s ability to liquidate its positions in these securities will be impacted to a significant degree by the lack of an actively traded market, and the Company may not be able

1819

to dispose of these investments in a timely manner. Although the Company believes its estimates reasonably reflect the fair value of those securities, the key assumptions about the risk-free interest rates, risk premiums, performance of underlying collateral, if any, and other factors may not reflect those of an active market.

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND OTHER DEFERRED EXPENSES: Approximately 8279% of the amortization of deferred acquisition costs (“DAC”) and other deferred expenses was attributed to policy acquisition costs deferred by the annuity operations and 1821% was attributed to the distribution costs deferred by the asset management operations. For the annuity operations, the Company amortizes ~~deferred~~DAC ~~acquisition~~and ~~costs~~other ~~(“DAC”)~~deferred expenses based on a percentage of expected gross profits (“EGPs”) over the life of the underlying policies over the estimated lives of the fund deposits on a straight-line basis. EGPs are computed based on assumptions related to the underlying policies written, including their anticipated duration, the growth rate of the separate account assets (with respect to variable annuities) or general account assets (with respect to fixed annuities, fixed options of variable annuities and universal life contracts) supporting the annuity obligations, costs of providing policy guarantees and the level of expenses necessary to maintain the policies. The Company adjusts amortization of DAC and other deferred expenses (a “DAC unlocking”) when ~~estimates of~~ current or estimates of future gross profits to be realized from its annuity policies are revised. Approximately 9596% of the DAC balance attributed to annuity operations at ~~June~~ September 30, 2004 related to variable annuity products and 54% related to fixed annuity and universal life products.

DAC amortization on annuities is sensitive to surrender rates, claims costs, and the actual and assumed future growth rate of the assets supporting the Company’s obligations under annuity policies. With respect to fixed annuities, the growth rate depends on the yield on the general account assets supporting those annuities. With respect to variable annuities, the growth rate depends on the performance of the investment options available under the annuity contract and the allocation of assets among these various investment options.

The assumption the Company uses for the long-term annual net growth of the separate account assets in the determination of DAC amortization with respect to its variable annuity policies is 10% (the “long-term growth rate assumption”). The Company uses a “reversion to the mean” methodology that allows it to maintain this 10% long-term growth rate assumption, while also giving consideration to the effect of short-term swings in the equity markets. For example, if performance was 15% during the first year following the introduction of a product, the DAC model would assume that market returns for the following five years (the “short-term growth rate assumption”) would be approximately 9%, resulting in an average annual growth rate of 10% during the life of the product. Similarly, following periods of below 10% performance, the model will assume a short-term growth rate higher than 10%. A DAC unlocking will occur if management deems the short-term growth rate assumption (i.e., the growth rate required to revert to the mean 10% growth rate over a five-year period) to be unreasonable. The use of a reversion to the mean assumption is common within the industry; however, the parameters used in the methodology are subject to judgment and vary within the industry.

For the asset management operations, the Company defers distribution costs that are directly related to the sale of mutual funds which have a 12b-1 distribution plan and/or a contingent deferred sales charge feature, (collectively, “Distribution Fee Revenue”). These costs are amortized on a straight-line basis, adjusted for redemptions, over a period ranging from one year to eight years depending on share class. The carrying value of the deferred asset is subject to continuous review based on projected Distribution Fee Revenue. Amortization of deferred distribution costs is increased if at any reporting period the value of the deferred amount exceeds the projected Distribution Fee Revenue. The projected Distribution Fee Revenue is sensitive to estimated future withdrawal rates and the rates of market return. Management uses historical activity to estimate future withdrawal rates and average annual performance of the equity markets to estimate the rates of market return.

RESERVE FOR GUARANTEED BENEFITS: Pursuant to the adoption of Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (“SOP 03-1”) on January 1, 2004, the Company is required to recognize a liability for guaranteed minimum death benefits (“GMDB”) and other guaranteed benefits. In calculating the projected liability, five thousand stochastically generated investment performance scenarios were developed ~~with~~using athe ~~mean~~Company’s ~~investment~~best ~~performance of 10%~~estimates. ~~Additional~~These assumptions ~~are~~included, ~~made~~among ~~for~~others, ~~mortality~~mean equity return and volatility, mortality rates and lapse rates . The estimation of ~~return~~cash ~~and~~flow and the ~~volatility~~determination of ~~equity~~the ~~markets~~assumptions used require judgment, which can, at times, be subjective.

1920

Several of the guaranteed benefits are sensitive to equity market conditions. The Company uses the purchase of reinsurance and capital market hedging strategies to mitigate the risk of paying benefits in excess of account values as a result of significant downturns in equity markets. Risk mitigation may or may not reduce the volatility of net income resulting from equity market volatility. Reinsurance or hedges are secured when the cost is less than the risk reduction. The Company expects to use either additional reinsurance or capital market hedges for risk mitigation on an opportunistic basis. Despite the purchase of reinsurance or hedges, the reinsurance or hedge secured may be inadequate to completely offset the effects of changes in equity markets.

RESULTS OF OPERATIONS

NET INCOME totaled $3743.91 million in the ~~second~~third quarter of 2004, compared with $2018.62 million in the ~~second~~third quarter of 2003. For the ~~six~~nine months ended ~~June~~September 30, 2004, net income amounted to $650.90 million, compared to $3149.~~2 million~~4 million in 2003.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX reflected the adoption of SOP 03-1 on January 1, 2004. The Company recorded a loss of $62.6 million, net of tax, which is recognized in the consolidated statement of income and comprehensive income as a cumulative effect of accounting change for the ~~six~~nine months ended ~~June~~September 30, 2004.

PRETAX INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE totaled $5351.05 million in the ~~second~~third quarter of 2004, compared with $2823.06 million in the ~~second~~ third quarter of 2003. For the ~~six~~nine months, pretax income before cumulative ~~effect~~ effect of accounting change totaled $96148.94 million in 2004, compared to $4064.5 1 million in 2003. The increase in both the ~~second~~third quarter and the ~~six~~nine months of ~~2004~~ 2004 was primarily due to higher variable annuity and asset management fee income and decreased amortization of deferred acquisition costs and other deferred expenses partially offset by lower investment income and higher general and administrative expenses.

INCOME TAX EXPENSE totaled $158.24 million in the ~~second~~third quarter of 2004, $75.4 million in the ~~second~~third quarter of 2003, $2735.48 million ~~of tax expense~~ in the ~~six~~ nine months of 2004 and $914.37 million in the ~~six~~ nine months of 2003, representing effective tax rates of 2916%, 2723%, 2824% and ~~2.3~~ 23%, respectively. The ~~increase~~decrease in the ~~2004~~third isquarter ~~due~~of ~~primarily~~2004 toresults ~~higher~~from ~~pretax~~the ~~income~~recognition inof ~~2004~~certain ~~without~~tax credits ~~corresponding~~and ~~increase~~a decrease in ~~permanent~~state ~~tax differences~~taxes.

BUSINESS SEGMENTS

Effective January 1, 2004, SunAmerica Life Insurance Company (the “Parent”) contributed to the Company 100% of the outstanding capital stock of its ~~then~~consolidated ~~wholly owned~~ subsidiary, AIG SunAmerica Asset Management Corp. (“SAAMCo”), which in turn has two wholly owned subsidiaries: AIG SunAmerica ~~Capital~~ Capital Services, Inc. (“SACS”) and AIG SunAmerica Fund Services, Inc. (“SFS”). ~~This~~ This contribution increased the Company’s shareholder’s equity by ~~approximately~~ approximately $99.1 million (see Note 1 of Notes to Consolidated Financial Statements). Effective January 1, 2004, the Company’s earnings include the asset management operations of SAAMCo, SACS and SFS. Prior year results have been restated to account for this contribution as if it had occurred at the beginning of the earliest period presented.

The Company has two business segments: annuity operations and asset management operations. The annuity operations consist of the sale and administration of deposit-type insurance contracts, such as variable and fixed annuities, ~~and~~ universal life insurance and guaranteed investment contracts. The Company focuses primarily on the marketing of variable annuity products. The variable annuity products offer investors a broad spectrum of fund alternatives, with a choice of investment managers, as well as guaranteed fixed-rate account options. The Company earns fee income on investments in the variable account options and net investment spread on the fixed-rate account options.

The asset management operations are conducted by the Company’s registered investment advisor subsidiary, SAAMCo, and its wholly owned distributor, SACS, and its wholly owned servicing administrator, SFS. These companies earn fee income by managing, distributing and ~~managing~~administering a diversified family of mutual funds, managing certain subaccounts offered within the Company’s variable annuity products and providing professional ~~management of individual, corporate and pension plan~~ ~~portfolios. SAAMCo is the investment advisor for certain trusts that serve as~~ ~~investment options for the Company’s variable annuity products.~~

ANNUITY OPERATIONS

PRETAX INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE totaled $45.4 million in the second quarter of 2004, compared with $22.2 million in the second quarter of 2003. For the six months, pretax income before cumulative effect of accounting change totaled $81.4 million in 2004, compared to $32.7 million in 2003. The increase in 2004 compared to 2003 was primarily due to higher variable annuity policy fee income.

NET INVESTMENT SPREAD, a non-GAAP measure, which represents investment income earned on invested assets less interest credited to fixed annuity contracts, universal life insurance contracts and guaranteed investment contracts is a key measurement used by the Company in evaluating the profitability of its business. Accordingly, the Company presents an analysis of net investment spread because the Company has determined this measure to be useful and meaningful.

In evaluating its investment yield and net investment spread, the Company calculates average invested assets using the amortized cost of bonds, notes and redeemable preferred stocks. This basis does not include unrealized gains and losses, which are reflected in the carrying value (i.e., fair value) of those investments pursuant to Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. In the calculation of average invested assets, the Company excludes cash collateral received from the securities lending program, which is offset by a securities lending payable in the same amount. The Company participates in a securities lending program with an affiliated agent, pursuant to which it lends its securities and primarily takes cash as collateral with respect to the securities lent. Participation in securities lending agreements provides additional net investment income for the Company, resulting from investment income earned on the collateral, less interest paid on the securities lending agreements and the related management fees paid to an affiliate to administer the program.

An analysis of net investment spread and a reconciliation to pretax income before cumulative effect of accounting change is presented in the following table:

	Three months ended						Six months ended
	June 30,						June 30,
	2004			2003			2004			2003
				(in thousands)
Investment income	$	97,783		$	100,040		$	184,776		$	196,825
Interest credited to fixed annuity contracts		(35,571	)		(39,328	)		(70,807	)		(78,093	)
Interest credited to universal life insurance contracts		(18,524	)		(18,737	)		(37,005	)		(37,839	)
Interest credited to guaranteed investment contracts		(1,379	)		(2,031	)		(2,714	)		(4,047	)
Net investment spread		42,309			39,944			74,250			76,846
Net realized investment gain (losses)		1,667			(5,358	)		(9,726	)		(8,630	)
Fee income, net of reinsurance		105,357			83,107			209,758			161,681
General and administrative expenses		(25,273	)		(19,030	)		(52,601	)		(40,289	)
Amortization of deferred acquisition costs and other deferred expenses		(45,329	)		(40,256	)		(69,330	)		(79,077	)
Annual commissions		(15,117	)		(15,995	)		(30,131	)		(30,173	)
Claims on UL contracts, net of reinsurance recoveries		(5,099	)		(5,720	)		(9,922	)		(11,233	)
Guaranteed benefits, net of reinsurance		(13,152	)		(14,483	)		(30,926	)		(36,459	)
Pretax income before cumulative effect of accounting change	$	45,363		$	22,209		$	81,372		$	32,666

~~Net~~management ~~investment spread totaled $42.3 million in the second quarter~~ of ~~2004~~individual, ~~compared~~ tocorporate ~~$39.9 million in the second quarter of 2003. These amounts equal 2.70% on average invested assets (computed on a daily basis) of $6.26 billion in the second quarter of 2004~~ and ~~2.37%~~pension onplan ~~average invested assets of $6~~portfolios.75 ~~billion in the second quarter of 2003. For the six months, net investment~~ ~~spread totaled $74.3 million in 2004 and $76.8 million in 2003, representing~~ ~~2.37% of average invested assets of $6.27 billion in 2004 and 2.28% of average invested assets of $6.74 billion in 2003 on an annualized basis.~~

~~The~~ANNUITY ~~components of net investment spread were as follows:~~OPERATIONS

	Three months ended						Six months ended
	June 30,						June 30,
	2004			2003			2004			2003
				(in thousands)
Net investment spread	$	42,309		$	39,944		$	74,250		$	76,846
Average invested assets		6,259,041			6,745,831			6,269,022			6,735,124
Average interest-bearing liabilities		5,987,837			6,500,720			5,997,113			6,478,404
Yield on average invested assets		6.25	%		5.93	%		5.89	%		5.84	%
Rate paid on average interest-bearing liabilities		3.71			3.70			3.69			3.70
Difference between yield and interest rate paid		2.54	%		2.23	%		2.20	%		2.14	%
Net investment spread as a percentage of average invested assets		2.70	%		2.37	%		2.37	%		2.28	%

PRETAX INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE totaled $42.4 million in the third quarter of 2004, compared with $15.1 million in the third quarter of 2003. For the nine months, pretax income before cumulative effect of accounting change totaled $123.8 million in 2004, compared to $47.8 million in 2003. The increase in 2004 compared to 2003 was primarily due to higher variable annuity policy fee income and lower amortization of deferred acquisition costs and other deferred expenses partially offset by higher general and administrative and other expenses.

~~The~~NET ~~decline~~INVESTMENT inSPREAD, ~~average~~a ~~invested~~non-GAAP ~~assets~~measure, ~~resulted~~which ~~primarily~~represents ~~from net~~investment ~~exchanges~~income ~~from~~earned ~~fixed~~on ~~accounts~~invested ~~into~~assets ~~the~~less ~~separate~~interest ~~accounts~~credited ofto ~~variable~~fixed annuity contracts, ~~partially offset by sales of the~~ fixed ~~account~~accounts ~~options~~ of ~~the Company’s~~ variable annuity ~~products~~contracts, ~~(“Fixed~~universal ~~Annuity Deposits”). Fixed Annuity~~life ~~Deposits~~insurance contracts and ~~renewal~~guaranteed ~~deposits~~investment oncontracts ~~its~~is ~~universal~~a ~~life~~key ~~product totaled $425.4~~measurement ~~million~~used inby the ~~second~~Company ~~quarter of 2004, $386.7 million~~ in ~~the~~evaluating ~~second quarter of 2003, $809.2 million in~~ the ~~six~~profitability ~~months~~ of ~~2004~~its ~~and $826~~business.~~2 million in the six~~ ~~months of 2003~~Accordingly, ~~and are largely deposits for~~ the ~~fixed~~Company ~~accounts~~presents ~~of variable annuities. On~~ an ~~annualized~~analysis ~~basis,~~of ~~these~~net ~~deposits~~investment ~~represent~~spread ~~30%, 29%, 28% and~~because ~~28%, respectively, of~~ the ~~related~~Company ~~reserve~~has ~~balances~~determined atthis ~~the~~measure ~~beginning~~to ofbe ~~the respective~~useful ~~periods~~and meaningful.

~~Net~~In ~~investment~~evaluating ~~spreads~~its ~~include~~investment ~~the~~yield ~~effect~~and ofnet ~~income~~investment ~~earned~~spread, orthe ~~interest~~Company ~~paid~~calculates onaverage invested assets using the ~~difference~~amortized ~~between~~cost ~~average~~of ~~invested~~bonds, ~~assets~~notes and ~~average~~ ~~interest-bearing~~redeemable ~~liabilities~~preferred stocks. ~~Average~~This ~~invested~~basis ~~assets~~does ~~exceeded~~not ~~average~~include unrealized gains and ~~interest-bearing~~losses, ~~liabilities~~which byare ~~$271.2 million~~reflected in the ~~second~~carrying ~~quarter~~value (i.e., fair value) of ~~2004,~~those ~~compared~~investments ~~with~~pursuant ~~$245~~to Statement of Financial Accounting Standards No.1 ~~million~~115, “Accounting infor ~~the~~Certain ~~second~~Investments ~~quarter~~in ofDebt ~~2003~~and Equity Securities”. ~~For~~In the ~~six~~ ~~months,~~calculation of average invested assets, ~~exceeded~~the ~~average~~Company ~~interest-bearing~~excludes ~~liabilities~~cash collateral byreceived ~~$271.9 million~~from ina ~~2004~~securities lending program, ~~compared~~which ~~with~~is ~~$256.7 million~~offset by a securities lending payable in ~~2003~~the same amount. The Company participates in a securities ~~difference~~lending ~~between~~program ~~the~~with ~~Company’s~~an ~~yield~~affiliated onagent, ~~average~~pursuant ~~invested~~to ~~assets~~which ~~and~~it ~~the~~lends ~~rate~~its ~~paid~~securities onand ~~average~~primarily ~~interest-bearing~~takes ~~liabilities~~cash ~~was~~as 2collateral with respect to the securities lent.~~54%~~ Participation in ~~the~~securities ~~second~~lending ~~quarter~~agreements ofprovides ~~2004,~~additional ~~2.23%~~net ininvestment income for the ~~second~~Company, ~~quarter~~resulting offrom ~~2003,~~investment income ~~2.20%~~earned inon the ~~six~~collateral, ~~months~~less ofinterest ~~2004~~paid ~~and~~on the securities lending ~~2.14%~~agreements inand the ~~six~~related ~~months~~management offees ~~2003~~paid to an affiliate to administer the program.

Investment income (and the related yields on average invested assets) totaled $97.8 million (6.25%) in the second quarter of 2004, $100.0 million (5.93%) in the second quarter of 2003, $184.8 million (5.89%) in the six months of 2004 and $196.8 million (5.84%) in the six months of 2003. The increase in the investment yield primarily reflects $3.0 million in income from the mark to market of the GMAV put options and embedded derivatives in the second quarter of 2004, compared to a $2.8 million loss in the second quarter of 2003. Excluding the impact of the put options, investment income would have been $94.7 (6.06%) and $102.8 (6.10%) in the second quarters of 2004 and 2003, respectively. For the six months, the increase in the investment yield primarily reflects $1.2 million loss from the mark to market of the GMAV put options and embedded derivatives in 2004, compared to $4.5 million in 2003. Excluding the impact of the put options, investment income would have been $185.9 (5.93%) and $201.3 (5.98%) in the six months of 2004 and 2003, respectively. Expenses incurred to manage the investment portfolio amounted to $0.6 million in the second quarter of 2004, $0.6 million in the second quarter of 2003, $1.2 million in the six months of 2004 and $1.1 million in the six months of 2003. These expenses are included as a reduction of investment income in the consolidated statement of income and comprehensive income.

~~Interest~~An ~~expense~~analysis ~~totaled~~of ~~$55.5 million~~net ininvestment ~~the~~spread ~~second quarter of 2004~~ and ~~$60.1 million~~ ina ~~the~~reconciliation ~~second~~to ~~quarter~~pretax ~~of 2003. For the six months, interest~~income ~~expense~~before ~~aggregated~~cumulative ~~$110.5 million~~effect ~~in 2004, compared with $120.0 million in 2003. The average rate paid on all interest-bearing liabilities was 3.71% in the second quarter~~ of ~~2004,~~accounting ~~compared~~change ~~with~~is ~~3.70%~~presented in the ~~second quarter of 2003.~~following ~~For the six months, the average rate paid on all interest-bearing liabilities~~table: ~~was 3.69% in 2004 and 3.70% in 2003. Interest-bearing liabilities averaged~~ ~~$5.99 billion during the second quarter of 2004, $6.50 billion during the second quarter of 2003, $6.00 billion during the six months of 2004 and $6.48 billion during the six months of 2003.~~

NET REALIZED INVESTMENT GAINS (LOSSES) totaled $1.7 million of gains in the second quarter of 2004, compared with net realized investment losses of $5.4 million in the second quarter of 2003 and include impairment writedowns of $1.5 million and $10.4 million, respectively. For the six months, net realized investment losses totaled $9.7 million in 2004, compared with $8.6 million in 2003 and include impairment writedowns of $2.6 million and $15.5 million, respectively. Thus, net realized gains from sales and redemptions of investments totaled $3.2 million in the second quarter of 2004 and $5.0 million in the second quarter of 2003. For the six months, net realized losses from sales and redemptions of investments totaled $7.1 million in 2004, compared to net realized gains of $6.9 million in 2003.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
	(in thousands)
Investment income	$	87,932		$	99,123		$	272,708		$	295,948
Interest credited to fixed annuity contracts and fixed accounts of variable annuity contracts		(35,799	)		(38,482	)		(106,606	)		(116,575	)
Interest credited to universal life insurance contracts		(18,474	)		(19,303	)		(55,479	)		(57,142	)
Interest credited to guaranteed investment contracts		(1,550	)		(2,042	)		(4,264	)		(6,089	)

Net investment spread		32,109			39,296			106,359			116,142

Net realized investment losses		(15,151	)		(17,940	)		(24,877	)		(26,570	)
Fee income, net of reinsurance		105,895			87,287			315,653			248,968
General administrative expenses, net of deferrals		(23,272	)		(18,992	)		(75,873	)		(59,281	)
Amortization of DAC and other deferred expenses		(21,160	)		(44,400	)		(90,490	)		(123,477	)
Annual commissions		(15,114	)		(11,422	)		(45,245	)		(41,595	)
Claims on UL contracts, net of reinsurance recoveries		(3,577	)		(4,022	)		(13,499	)		(15,255	)
Guaranteed benefits, net of reinsurance recoveries		(17,314	)		(14,723	)		(48,240	)		(51,182	)

Pretax income before cumulative effect of accounting change	$	42,416		$	15,084		$	123,788		$	47,750

~~The~~Net ~~Company~~investment ~~sold~~spread ortotaled ~~redeemed invested assets, principally bonds and notes, aggregating~~ $~~335~~32.31 million in the ~~second~~third quarter of 2004, compared to $~~517~~39.63 million in the ~~second~~ third quarter of 2003~~, $1~~.~~18 billion~~ inThese ~~the~~amounts ~~six months of 2004 and $1.35~~equal ~~billion~~2.06% inon ~~the~~average ~~six~~invested ~~months~~assets of(computed ~~2003.~~on ~~Sales~~a ofdaily ~~investments~~basis) ~~result from the active management~~ of ~~the Company’s investment portfolio~~$6. ~~Because redemptions of~~23 billion ~~investments are generally involuntary and sales of investments are made~~ in ~~both rising~~the ~~and~~third ~~falling~~quarter ~~interest rate environments, net gains and losses from sales and redemptions~~ of ~~investments~~2004 ~~fluctuate from period to period,~~ and ~~represent 0~~2.2035%, ~~0.30%,~~on ~~0.23% and 0.21% of~~ average invested assets inof ~~the second quarter~~$6.69 ofbillion ~~2004,~~in the ~~second~~third quarter of 2003,. For the ~~six~~nine months, ofnet ~~2004 and the six months~~investment ofspread ~~2003,~~totaled ~~respectively~~$106.4 million ~~Active~~in ~~portfolio~~2004 ~~management~~and ~~involves~~$116.1 million ~~the~~in ~~ongoing~~2003, representing ~~evaluation~~2.27% of ~~asset~~average ~~sectors,~~invested ~~individual~~assets ~~securities~~of ~~within~~$6.25 billion ~~the~~in ~~investment portfolio~~2004 and ~~the~~2.30% ~~reallocation~~ of ~~investments from sectors that are perceived~~average toinvested beassets ~~relatively~~of ~~overvalued to sectors that are perceived to be relatively undervalued~~$6.72 billion ~~The~~in ~~intent~~2003 ~~of the Company’s active portfolio management is to maximize total returns~~ on ~~the~~an ~~investment~~annualized ~~portfolio, taking into account credit, option, liquidity and interest-rate risk~~basis.

Impairment writedowns include $1.5 million, $10.4 million, $2.6 million and $15.5 million of provisions principally applied to bonds in the second quarter of 2004, the second quarter of 2003, the six months of 2004 and the six months of 2003, respectively. On an annualized basis, impairment writedowns represent 0.09%, 0.62%, 0.08% and 0.46% of average invested assets in the respective periods. For the twenty quarters ended June 30, 2004, impairment writedowns as an annualized percentage of average invested assets have ranged from 0.07% to 1.95% and have averaged 0.67%. Such writedowns are based upon estimates of the fair value of invested assets and recorded when declines in the value of such assets are considered to be other than temporary. Actual realization will be dependent upon future events.

VARIABLE ANNUITY POLICY FEES, NET OF REINSURANCE are based on the market value of assets in separate accounts supporting variable annuity contracts. Such fees totaled $90.4 million in the second quarter of 2004 and $66.9 million in the second quarter of 2003 and are net of reinsurance premiums of $6.4 million and $7.7 million, respectively. For the six months, variable annuity policy fees totaled $178.6 million in 2004 and $129.0 million in 2003 and are net of reinsurance premiums of $14.9 million and $14.1 million, respectively. The increased fees in 2004 as compared to 2003 primarily reflect the improving equity market conditions since the first quarter of 2003, and the resulting favorable impact on market values of the assets in the separate accounts. On an annualized basis, variable annuity policy fees represent 1.8%, 1.7%, 1.8% and 1.7% of average variable annuity assets in the second quarters and six months of 2004 and 2003, respectively. Variable annuity assets averaged $20.13 billion, $15.67 billion, $19.98 billion and $15.08 billion during the respective periods. Variable annuity deposits, which exclude deposits allocated to the fixed accounts of variable annuity products, totaled $757.6 million in the second quarter of 2004 and $394.3 million in the second quarter of 2003. For the six months, variable annuity deposits totaled $1.50 billion in 2004, compared with $722.7 million in 2003. On an annualized basis, these amounts represent 15%, 11%, 16% and 10% of variable annuity reserves at the beginning of the respective periods. The increase in variable annuity deposits in 2004 reflected increased demand for variable annuity products due to the improved equity market conditions in 2004 and the latter part of 2003. Transfers from the fixed accounts of the Company’s variable annuity products to the separate accounts are not classified as variable annuity deposits.

~~Accordingly,~~ The ~~changes~~components ~~in variable annuity deposits are not necessarily indicative~~ of ~~the~~net ~~ultimate~~investment ~~allocation~~spread bywere ~~customers~~as ~~among~~follows ~~fixed and variable~~(percentages ~~account~~represent ~~options~~annualized ~~of the Company’s variable annuity products.~~rates):

Sales of variable annuity products (which include deposits allocated to the fixed accounts) (“Variable Annuity Product Sales”) amounted to $1.17 billion, $769.6 million, $2.29 billion and $1.52 billion in the second quarters and the six months of 2004 and 2003, respectively. Such sales primarily reflect those of the Company’s Polaris and Seasons families of variable annuity products. The Company’s variable annuity products are primarily multi-manager variable annuities that offer investors a choice of several variable funds as well as a number of guaranteed fixed-rate funds. Investors can select from a choice of several variable funds and up to 7 guaranteed fixed-rate funds, depending on the product. The increase in Variable Annuity Product Sales for the six months reflects the improving equity market conditions since the first quarter of 2003.


	Three months ended						Nine months ended
	September 30,						September 30,
	2004			2003			2004			2003
	(in thousands)
Net investment spread	$	32,109		$	39,296		$	106,359		$	116,142
Average invested assets		6,225,262			6,686,235			6,254,328			6,718,648
Average interest-bearing liabilities		5,966,369			6,440,801			5,986,790			6,465,731

Yield on average invested assets		5.65	%		5.93	%		5.81	%		5.87	%
Rate paid on average interest-bearing liabilities		3.74			3.72			3.70			3.71

Difference between yield and interest rate paid		1.91	%		2.21	%		2.11	%		2.16	%

Net investment spread as a percentage of average invested assets		2.06	%		2.35	%		2.27	%		2.30	%

The ~~Company~~decline ~~has~~in ~~encountered~~average ~~increased~~invested ~~competition~~assets inresulted primarily from net exchanges from fixed accounts into the separate accounts of variable annuity ~~marketplace~~contracts, ~~during~~partially ~~recent~~offset ~~years~~by ~~and~~sales ~~anticipates~~of ~~that~~the fixed account options of the Company’s ~~market~~variable ~~will~~annuity ~~remain~~products. Sales of fixed annuities and fixed ~~highly~~annuity ~~competitive~~options ~~for~~(“Fixed ~~the~~Annuity ~~foreseeable~~Deposits”) ~~future~~and renewal deposits on its universal life product totaled $323.1 million ~~Also~~in the third quarter of 2004, $389.3 million ~~from~~in ~~time~~the tothird ~~time~~quarter of 2003, $1.12 billion in the nine months ~~Federal~~of ~~initiatives~~2004 ~~are~~and ~~proposed~~$1.22 billion ~~that~~in ~~could~~the ~~affect~~nine months of 2003, and are largely deposits for the ~~taxation~~fixed account options of variable annuities. On an annualized basis, ~~(see~~Fixed ~~“Regulation”)~~Annuity Deposits represent 22%, 25%, 25% and 27%, respectively, of the related reserve balances at the beginning of the respective periods.

~~UNIVERSAL~~Net ~~LIFE~~investment ~~INSURANCE~~spreads ~~POLICY~~include ~~FEES,~~the ~~NET~~effect OFof ~~REINSURANCE~~income ~~amounted~~earned toor ~~$8.5~~interest ~~million~~paid inon the ~~second~~difference ~~quarter~~between ofaverage ~~2004~~invested assets and $9average interest-bearing liabilities.~~4 million~~ inAverage ~~the~~invested ~~second~~assets ~~quarter~~exceeded ofaverage ~~2003~~interest-bearing ~~and~~liabilities ~~are~~by ~~net of reinsurance premiums of~~ $8258.49 million ~~and~~in ~~$7.8 million, respectively. For~~ the ~~six~~third ~~months,~~quarter ~~universal~~of ~~life insurance policy fees totaled~~2004, ~~$17.7 million~~compared inwith ~~2004 and~~ $18245.34 million in ~~2003~~the ~~and~~third ~~are~~quarter ~~net~~ of ~~reinsurance premiums of $16~~2003.~~5 million~~ ~~and~~For ~~$16.3 million,~~the ~~respectively. Universal life~~nine ~~insurance~~months, ~~policy~~average ~~fees~~invested ~~consist~~assets ofexceeded ~~mortality~~average ~~charges, up~~interest-~~front~~bearing ~~fees earned on~~liabilities ~~deposits~~by ~~received~~$267.5 million ~~and~~in ~~administrative fees~~2004, ~~net~~compared ofwith ~~reinsurance~~$252.9 million ~~premiums~~in 2003. The ~~administrative~~difference ~~fees~~between ~~are~~the ~~assessed~~Company’s ~~based~~yield on ~~the~~average ~~number~~invested ofassets ~~policies~~and inthe ~~force~~rate paid ason ~~of the~~average ~~end~~interest-bearing ofliabilities ~~each~~was ~~month~~1.91% ~~The~~in ~~Company acquired its universal life contracts as part of~~ the ~~acquisition~~third ofquarter ~~business from MBL Life Assurance Corporation on~~of ~~December 31~~2004, ~~1998~~2.21% ~~and~~in ~~does~~the ~~not~~third ~~actively~~quarter ~~market~~of ~~such~~2003, ~~contracts~~2.11% ~~Such~~in ~~fees annualized~~the ~~represent~~nine ~~2.2%,~~months ~~2.3%,~~of ~~2.3%~~2004 and 2.316% ~~of average reserves for universal life insurance contracts~~ in the ~~respective~~nine ~~periods~~months of 2003.

~~SURRENDER~~Investment ~~CHARGES~~income on(and ~~variable~~the ~~annuity~~related ~~and~~yields ~~universal~~on ~~life~~average ~~contracts~~invested ~~totaled~~assets) totaled $687.9 million (5.65%) in the third quarter of 2004, $99.1 million (5.93%) in the ~~second~~third quarter of 2003, $272.7 million (5.81%) in the nine months of 2004 and $6295.89 million (5.87%) in the ~~second quarter~~nine months of 2003. ~~For~~The decrease in the ~~six~~investment ~~months,~~yield ~~such~~primarily ~~surrender~~reflects ~~charges~~the ~~totaled~~historically low prevailing interest rate environment that has persisted throughout 2003 and 2004, as well as $131.5 7 million in ~~2004~~losses from the mark to market of the S&P 500 put options and the GMAV embedded derivatives in the third quarter of 2004, compared to a $141.45 million income in the third quarter of 2003. ~~Surrender~~Excluding ~~charge~~the ~~periods~~impact ~~range~~of ~~from~~the ~~zero~~put tooptions ~~nine~~and ~~years~~embedded ~~from~~derivatives, investment income would have been $89.6 million (5.76%) and $97.6 (5.84%) in the ~~date~~third aquarters ~~deposit~~of is2004 ~~received~~and 2003, respectively. ~~Surrender~~Expenses ~~charges~~incurred to manage the investment portfolio amounted to ~~generally~~$0.5 million ~~are~~in ~~assessed~~the onthird ~~withdrawals~~quarter atof ~~declining~~2004, ~~rates~~$0.6 million ~~during~~in the ~~first~~third ~~seven~~quarter of or2003, $1.8 million in the nine ~~years~~months ~~following~~of ~~receipt~~2004 and $1.7 million in the nine months of 2003. These expenses are included as a reduction of investment income in the ~~deposit~~consolidated statement of income and comprehensive income.

~~GENERAL~~Interest ~~AND~~expense ~~ADMINISTRATIVE EXPENSES~~ totaled $2555.38 million in the ~~second~~ third quarter of 2004 and $1959.08 million in the ~~second~~third quarter of 2003. For the ~~six~~ nine months, ~~general~~interest expense ~~and~~aggregated ~~administrative expenses totaled~~ $52166.63 million in 2004, ~~and~~ compared with $40179.38 million in 2003. The ~~increase~~average rate paid on all interest-bearing liabilities was 3.74% in the third quarter of 2004, ~~results~~compared ~~from~~with ~~higher~~3.72% ~~information~~in the third quarter of 2003. ~~technology~~For ~~costs~~the ~~and~~nine ~~payroll~~months, ~~related~~the ~~expenses~~average rate paid on all interest-bearing liabilities was 3.70% ~~General~~in 2004 and ~~administrative~~3.71% in 2003. Interest-bearing liabilities averaged ~~expenses~~$5.97 billion ~~remain~~during ~~closely~~the ~~controlled~~third ~~through~~quarter aof ~~company-wide~~2004, ~~cost~~$6.44 billion ~~containment~~during the third ~~program~~quarter ~~and~~of ~~continue~~2003, to$5.99 billion ~~represent~~during ~~less~~the ~~than~~nine 1%months of ~~average~~2004 ~~total~~and ~~assets~~$6.47 billion during the nine months of 2003.

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND OTHER DEFERRED EXPENSES totaled $45.3 million in the second quarter of 2004, compared to $40.3 million in the second quarter of 2003. For the six months, such amortization totaled $69.3 million in 2004 and $79.1 million in 2003. Prior year included accelerated amortization due to higher than anticipated surrenders on certain products with features which have been discontinued.

ANNUAL COMMISSIONS totaled $15.1 million in the second quarter of 2004, compared with $16.0 million in the second quarter of 2003. For the six months, annual commissions totaled $30.1 million in 2004 and $30.2 million in 2003. Annual commissions represent renewal commissions paid quarterly in arrears to maintain the persistency of certain of the Company’s variable annuity contracts. Substantially all of the Company’s currently available variable annuity products allow for an annual commission payment option in return for a lower immediate commission. The vast majority of the Company’s average balances of its variable annuity products are currently subject to such annual commissions.

CLAIMS ON UNIVERSAL LIFE CONTRACTS, NET OF REINSURANCE RECOVERIES totaled $5.1 million in the second quarter of 2004, compared to $5.7 million in the second quarter of 2003 (net of reinsurance recoveries of $13.4 million in the second quarter of 2004 and $7.0 million in the second quarter of 2003). For the

~~six~~ NET REALIZED INVESTMENT LOSSES totaled $15.2 million in the third quarter of 2004, compared with $17.9 million in the third quarter of 2003 and include impairment writedowns of $15.4 million and $20.3 million, respectively. For the nine months, ~~such~~net ~~claims~~realized investment losses totaled $924.9 million in 2004, compared ~~and~~with $1126.26 million in 2003 ~~(net~~and include impairment writedowns of ~~reinsurance~~$17.9 million ~~recoveries~~and $35.9 million, respectively. Thus, net realized gains from sales and redemptions of investments totaled $220.62 million in the third quarter of 2004 and $172.84 million in the third quarter of 2003). ~~The~~For ~~change~~the innine ~~such~~months, ~~claims~~net realized ~~resulted~~losses ~~principally~~ from ~~changes~~sales inand ~~the~~redemptions of investments totaled $7.0 million ~~mortality~~in ~~experience~~2004, compared to net realized gains of $9.3 million in 2003.

~~GUARANTEED~~The ~~BENEFITS,~~Company ~~NET~~sold OFor ~~REINSURANCE~~redeemed ~~RECOVERIES~~invested ~~(“Net~~assets, ~~GMDB”)~~principally ~~on variable~~bonds ~~annuity~~and ~~contracts~~notes, aggregating ~~totaled~~ $13320.23 million in the ~~second~~third quarter of 2004, ~~compared~~ ~~with~~ $14265.54 million in the third ~~second~~ quarter of 2003, ~~(net of reinsurance recoveries of~~ $01.250 ~~million~~billion in the nine months of 2004 and $21.~~8 million~~62 billion in the nine months of 2003). ~~For~~Sales of investments result from the active ~~six~~management of the Company’s investment portfolio. Because redemptions ~~months~~of investments are generally involuntary and sales of investments are made in both rising and falling interest rate environments, ~~Net~~net ~~GMDB~~gains ~~amounted~~and losses from sales and redemptions of investments fluctuate from period to ~~$30~~period, and represent 0.~~9 million~~01%, in0.14%, ~~2004~~0.15% and ~~$36~~0.~~5 million~~17% of average invested assets in ~~2003~~the third ~~(net~~quarter of ~~reinsurance~~2004, ~~recoveries~~the third quarter of ~~$2.4 million~~2003, inthe nine months of 2004 and ~~$5.7 million in~~the nine months of 2003), respectively. ~~Net~~Active ~~GMDB~~portfolio ~~consists~~management ~~primarily~~involves the ongoing evaluation of ~~guaranteed~~asset ~~minimum~~sectors, ~~death~~individual ~~benefits~~securities aswithin the ~~well~~investment asportfolio ~~immaterial~~and ~~amounts~~the reallocation of ~~earnings~~investments ~~enhancement~~from ~~benefits~~sectors ~~and~~that ~~guaranteed~~are ~~minimum~~perceived ~~income~~to ~~benefits.~~be ~~These~~relatively ~~guarantees~~overvalued ~~are~~to ~~described~~sectors inthat ~~more~~are ~~detail~~perceived into ~~the~~be ~~following~~relatively ~~paragraphs~~undervalued. The ~~decrease~~intent inof ~~Net~~the ~~GMDB~~Company’s inactive ~~2004~~portfolio management ~~reflects~~is ~~the~~to ~~upturn~~maximize ~~in the~~total ~~equity~~returns ~~markets~~on inthe ~~2004~~investment ~~and~~portfolio, ~~2003.~~taking into ~~Downturns~~account incredit, ~~the~~option, ~~equity~~liquidity ~~markets~~and ~~could increase~~interest-rate ~~these expenses~~risk.

AImpairment ~~majority~~writedowns ofinclude ~~the~~$15.4 million, ~~Company’s~~$20.3 million, ~~variable~~$17.9 million and ~~annuity~~$35.9 million ~~products~~of ~~are~~provisions ~~issued~~principally ~~with~~applied ~~a death~~to ~~benefit~~bonds ~~feature~~in ~~which~~the ~~provides~~third quarter ~~that~~of 2004, ~~upon~~ the ~~death~~third quarter of ~~a contract holder~~2003, the ~~contract~~nine ~~holder’s~~months ~~beneficiary~~of ~~will~~2004 ~~receive~~and the nine ~~greater~~months of ~~(1) the contract holder’s account value~~2003, orrespectively. ~~(2) a~~On ~~guaranteed~~an ~~minimum~~annualized ~~death~~basis, ~~benefit that varies~~impairment bywritedowns ~~product~~represent ~~and~~0.99%, ~~election~~1.21%, ~~by policyholder~~0.38% ~~The~~and ~~Company~~0.71% ~~bears~~of ~~the~~average ~~risk~~invested ~~that death claims following a decline~~assets in the ~~equity~~respective ~~markets~~periods. ~~may~~For ~~exceed contract holder account balances, and that~~ the ~~fees~~ ~~collected~~twenty ~~under~~quarters ~~the~~ended ~~contract are insufficient to cover the costs of the benefit to be provided. At June~~September 30, 2004, ~~approximately 30% of in-force~~ ~~contracts~~impairment ~~with~~writedowns ~~GMDB~~as ~~(calculated~~an ~~based~~annualized onpercentage ~~account~~of ~~value)~~average ~~have~~invested ~~been reinsured.~~assets Inhave ~~2004,~~ranged afrom ~~substantial~~0.07% ~~majority~~to of1.95% ~~contracts~~and ~~sold~~ have ~~reinsurance~~averaged ~~coverage~~0. ~~However,~~69%. ~~the~~Such ~~Company~~writedowns ~~does~~are based ~~not~~upon ~~currently~~estimates ~~have reinsurance coverage on the majority~~ of the ~~contracts~~fair tovalue beof ~~sold~~invested ~~after~~assets ~~December 2004.~~and ~~Reinsurance~~recorded ~~coverage~~when isdeclines ~~subject~~in ~~to limitations such as caps and deductibles. On January 1, 2004,~~ the ~~Company~~value ~~recorded~~of asuch ~~reserve~~assets ~~for~~are ~~GMDB~~considered ~~(see~~to ~~Note~~be 2other ofthan ~~Notes to Consolidated~~temporary. ~~Financial~~Actual ~~Statements)~~realization ~~pursuant~~will tobe ~~adoption~~dependent ofupon afuture ~~new accounting standard, SOP 03-1~~events.

~~EARNINGS~~VARIABLE ~~ENHANCEMENT~~ANNUITY ~~BENEFIT~~POLICY ~~(“EEB”):~~FEES, ~~The~~NET ~~Company~~OF ~~issues~~REINSURANCE ~~certain~~are ~~variable~~based on the market ~~annuity~~value ~~products~~of ~~that~~assets ~~offer~~in anseparate ~~optional~~accounts ~~EEB~~supporting ~~feature~~variable annuity contracts. Such ~~For~~fees ~~contract~~totaled ~~holders~~$91.9 million ~~who~~in the third quarter of 2004 and $72.2 million ~~elect~~in the ~~feature~~third quarter of 2003 and are net of reinsurance premiums of $6.7 million and $8.9 million, respectively. For the ~~EEB~~nine ~~provides~~months, anvariable ~~additional~~annuity policy ~~death~~fees ~~benefit~~totaled ~~amount~~$270.5 million ~~equal~~in to2004 and $201.2 million in 2003 and are anet ~~fixed~~of ~~percentage~~reinsurance premiums of ~~earnings~~$21.7 million and $23.0 million, respectively. The increased fees in ~~the~~2004 ~~contract,~~as ~~subject~~compared to ~~certain~~2003 ~~maximums.~~primarily reflect the improved ~~The~~equity ~~Company~~market ~~bears~~conditions in early 2004 and the ~~risk~~latter ~~that~~part ~~account~~of ~~values~~2003, ~~following~~and the resulting favorable ~~performance~~ impact on market values of the ~~financial~~assets ~~markets~~in ~~will~~the ~~result~~separate accounts. inOn ~~greater~~an ~~EEB~~annualized ~~death~~basis, ~~claims~~variable annuity policy fees represent 1.8%, 1.7%, 1.8% and ~~that~~1.7% of average variable annuity assets in the third quarters ~~fees~~and ~~collected~~nine ~~under~~months of 2004 and 2003, respectively. Variable annuity assets averaged $20.13 billion, $16.88 billion, $20.03 billion and $15.68 billion during the ~~contract~~respective ~~are~~periods. ~~insufficient~~Variable annuity deposits, which exclude deposits allocated to ~~cover~~the fixed accounts of variable annuity products, totaled $586.0 million in the ~~costs~~third quarter of 2004 and $484.1 million in the third ~~benefit~~quarter toof be2003. ~~provided~~For the nine months, variable annuity deposits totaled $2.09 billion Atin ~~June~~2004, compared with $1.21 30billion in 2003. On an annualized basis, these ~~2004~~amounts represent 11%, ~~approximately~~12%, 815% ~~(calculated~~and ~~based~~11% of variable annuity reserves at onthe ~~current~~beginning ~~account~~of ~~value)~~the respective periods. The increase in variable annuity deposits in the nine months of 2004 reflected increased demand for variable annuity products due to the improved equity market conditions in~~-force~~ ~~contracts~~early ~~include~~2004 ~~EEB~~and the ~~coverage~~latter part of 2003. Transfers from the fixed accounts of the Company’s variable annuity products to the separate accounts are not classified as variable annuity deposits. Accordingly, ~~and~~changes ~~88%~~in variable annuity deposits are not necessarily indicative of the ~~contracts~~ultimate ~~with~~allocation ~~EEB~~by ~~are~~customers ~~reinsured~~among fixed and variable account options of the Company’s variable annuity products.

~~GUARANTEED~~Sales ~~MINIMUM~~of ~~INCOME BENEFIT (“GMIB”): The Company issues certain~~ variable annuity products ~~that~~(which ~~contain~~include ordeposits ~~offer~~allocated ~~a GMIB feature. This feature~~to ~~provides~~the afixed ~~minimum~~accounts) ~~annuity~~(“Variable ~~payment~~Annuity ~~guarantee~~Product ~~for~~Sales”) ~~those~~amounted ~~contract holders who choose~~ to ~~receive fixed lifetime annuity payments after a seven~~$898.2 million, ~~nine~~$863.2 million, ~~or ten-year~~$3.17 billion ~~waiting~~and ~~period~~$2.39 billion in ~~their deferred annuity contracts. The Company bears~~ the ~~risk~~third ~~that the performance of the financial markets will not be sufficient~~quarters ~~for accumulated policyholder account balances to support GMIB benefits~~ and ~~that~~ the ~~fees~~nine ~~collected~~months ~~under~~of ~~the~~2004 ~~contract~~and ~~are~~2003, ~~insufficient~~respectively. toSuch ~~cover~~sales ~~the costs of~~primarily ~~the~~reflect ~~benefit~~those ~~to be provided. Substantially all~~ of the Company’s ~~products containing~~Polaris ~~the~~and ~~GMIB~~Seasons ~~feature~~families ~~have~~of ~~been~~variable ~~reinsured~~annuity products. ~~However,~~The ~~the~~ Company’s ~~does~~variable ~~not have~~annuity ~~reinsurance~~products ~~coverage~~are onprimarily ~~contracts~~multi-manager variable toannuities bethat ~~sold~~offer ~~after~~investors ~~July 2004. As there is~~ a ~~waiting~~choice ~~period to annuitize using the GMIB, as~~ of ~~June 30,~~several ~~2004,~~variable ~~there~~funds ~~are no~~as ~~policies~~well ~~eligible~~as toa ~~receive~~number ~~this benefit.~~of

GUARANTEED MINIMUM ACCOUNT VALUE (“GMAV”): In the third quarter of 2002, the Company began issuing certain variable annuity products that offer an optional GMAV. If elected by the policyholder at the time of contract issuance during the first 90 days, this feature guarantees that the account value under the contract will at least equal the amount of the initial principal invested, adjusted for withdrawals, at the end of a ten-year waiting period. The Company bears the risk that protracted under-performance of the financial markets could result in GMAV benefits being higher than the underlying contract holder account balance and that the fees collected under the contract are insufficient to cover the costs of the benefit to be provided. The Company purchased put options on the S&P 500 index to partially offset this risk. Changes in the market value of both the GMAV benefit and the put options are recorded in investment income in the accompanying consolidated statement of income and comprehensive income.

GUARANTEED MINIMUM WITHDRAWAL BENEFIT (“GMWB”): In May of 2004, the Company began issuing certain variable annuity products that offer an optional GMWB. This feature provides a guaranteed annual withdrawal stream, regardless of market performance, equal to premiums invested during the first ninety days after issue

~~adjusted~~guaranteed ~~for~~fixed-rate ~~subsequent~~funds. ~~withdrawals~~Investors ~~(“Eligible~~can ~~Premium”).~~select ~~These~~from ~~annual withdrawals~~a ~~are~~choice ~~available~~of several ~~after~~variable ~~either~~funds aand ~~three-year~~up ~~waiting~~to ~~period~~7 orguaranteed ~~a five~~fixed-~~year~~rate ~~waiting~~funds, ~~period~~depending ~~and~~on the ~~limited~~product. toThe ~~10%~~increase ofin ~~Eligible~~Variable ~~Premium~~Annuity ~~before~~Product Sales for the nine ~~amount~~months ~~guaranteed~~reflects isthe ~~reduced.~~generally ~~Additional~~improved ~~incentives~~equity ~~are~~market ~~earned~~conditions byin ~~the~~early ~~contract~~2004 ~~holder~~and ifthe nolatter ~~withdrawals~~part ~~are~~of ~~taken~~2003. ~~prior~~The to23% decrease in Variable Annuity Product Sales in the ~~end~~third quarter of 2004 compared to the ~~waiting~~prior ~~period.~~quarter Inprimarily ~~2004,~~reflects ~~variable~~generally ~~annuity~~difficult ~~deposits~~equity ~~with~~market ~~GMWB~~conditions ~~were~~during ~~immaterial~~the third quarter.

The Company has encountered increased competition in the variable annuity marketplace during recent years and anticipates that the market will remain highly competitive for the foreseeable future. Also, from time to time, Federal initiatives are proposed that could affect the taxation of annuities (see “Regulation”).

UNIVERSAL LIFE INSURANCE POLICY FEES, NET OF REINSURANCE amounted to $7.5 million in the third quarter of 2004 and $8.2 million in the third quarter of 2003 and are net of reinsurance premiums of $9.3 million and $9.1 million, respectively. For the nine months, universal life insurance policy fees totaled $25.2 million in 2004 and $26.5 million in 2003 and are net of reinsurance premiums of $25.7 million and $25.4 million, respectively. Universal life insurance policy fees consist of mortality charges, up-front fees earned on deposits received and administrative fees, net of reinsurance premiums. The administrative fees are assessed based on the number of policies in force as of the end of each month. The Company acquired its universal life contracts as part of the acquisition of business from MBL Life Assurance Corporation on December 31, 1998 and does not actively market such contracts. Such fees annualized represent 2.0%, 2.1%, 2.2% and 2.2% of average reserves for universal life insurance contracts in the respective periods.

SURRENDER CHARGES on variable annuity and universal life insurance contracts totaled $6.5 million in the third quarter of 2004 and $6.9 million in the third quarter of 2003. For the nine months, such surrender charges totaled $20.0 million in 2004 and $21.2 million in 2003. Surrender charge periods range from zero to nine years from the date a deposit is received. Surrender charges generally are assessed on withdrawals at declining rates during the first seven or nine years following receipt of the deposit.

GENERAL AND ADMINISTRATIVE EXPENSES totaled $23.3 million in the third quarter of 2004 and $19.0 million in the third quarter of 2003. For the nine months, general and administrative expenses totaled $75.9 million in 2004 and $59.3 million in 2003. The increase in 2004 results from higher information technology costs and payroll related expenses resulting from higher sales and the servicing of such additional business. General and administrative expenses remain closely controlled through a company-wide cost containment program and continue to represent less than 1% of average total assets.

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND OTHER DEFERRED EXPENSES totaled $21.2 million in the third quarter of 2004, compared to $44.4 million in the third quarter of 2003. For the nine months, such amortization totaled $90.5 million in 2004 and $123.5 million in 2003. The prior year included accelerated amortization due to impairments of certain products and higher than anticipated surrenders on certain products with features which have been discontinued.

ANNUAL COMMISSIONS totaled $15.1 million in the third quarter of 2004, compared with $11.4 million in the third quarter of 2003. For the nine months, annual commissions totaled $45.2 million in 2004 and $41.6 million in 2003. Annual commissions represent renewal commissions paid quarterly in arrears to maintain the persistency of certain of the Company’s variable annuity contracts. Substantially all of the Company’s currently available variable annuity products allow for an annual commission payment option in return for a lower immediate commission. The vast majority of the Company’s average balances of its variable annuity products are currently subject to such annual commissions.

CLAIMS ON UNIVERSAL LIFE CONTRACTS, NET OF REINSURANCE RECOVERIES totaled $3.6 million in the third quarter of 2004, compared to $4.0 million in the third quarter of 2003 and are net of reinsurance recoveries of $5.9 million and $9.0 million, respectively. For the nine months, such claims totaled $13.5 million in 2004 and $15.3 million in 2003 and are net of reinsurance recoveries of $28.6 million and $26.8 million, respectively. The change in such claims resulted principally from changes in mortality experience.

GUARANTEED BENEFITS, NET OF REINSURANCE RECOVERIES on variable annuity contracts totaled $17.3 million in the third quarter of 2004, compared with $14.7 million in the third quarter of 2003 and are

net of reinsurance recoveries of $0.1 million and $1.3 million, respectively. For the nine months, guaranteed benefits paid or accrued, net of reinsurance recoveries amounted to $48.2 million in 2004 and $51.2 million in 2003 and are net of reinsurance recoveries of $2.5 million and $7.1 million, respectively. These guaranteed benefits consist primarily of guaranteed minimum death benefits as well as immaterial amounts of earnings enhancement benefits and guaranteed minimum income benefits. These guarantees are described in more detail in the following paragraphs. The decrease during the nine months of 2004 reflects the generally improved equity market conditions in early 2004 and the latter part of 2003. Downturns in the equity markets could increase these expenses.

Guaranteed minimum death benefits (“GMDB”) are issued on a majority of the Company’s variable annuity products. GMDB provides that, upon the death of a contract holder, the contract holder’s beneficiary will receive the greater of (1) the contract holder’s account value, or (2) a guaranteed minimum death benefit that varies by product and election by contract holder. The Company bears the risk that death claims following a decline in the equity markets may exceed contract holder account balances and that the fees collected under the contract are insufficient to cover the costs of the benefit to be provided. As of September 30, 2004, the Company has reinsurance coverage on approximately 30% of in-force contracts with GMDB (calculated based on account value) and will be ceding only a small number of new contracts through the end of 2004. The Company does not currently have reinsurance coverage on any contracts to be sold after December 2004. Reinsurance coverage is subject to limitations such as caps and deductibles. On January 1, 2004, the Company recorded a liability for GMDB (see Note 2 of Notes to Consolidated Financial Statements) pursuant to adoption of a new accounting standard, SOP 03-1.

Earnings enhancement benefit (“EEB”) is a feature the Company offers on certain variable annuity products. For contract holders who elect the feature, the EEB provides an additional death benefit amount equal to a fixed percentage of earnings in the contract, subject to certain maximums. The Company bears the risk that account values following favorable performance of the financial markets will result in greater EEB death claims and that the fees collected under the contract are insufficient to cover the costs of the benefit to be provided. At September 30, 2004, based on current account value, approximately 8% of in-force contracts include EEB coverage and 86% of the contracts with EEB are reinsured.

Guaranteed minimum income benefit (“GMIB”) is a feature the Company offers on certain variable annuity products. This feature provides a minimum fixed annuity payment guarantee for those contract holders who choose to receive fixed lifetime annuity payments after a seven, nine, or ten-year waiting period in their deferred annuity contracts. The Company bears the risk that the performance of the financial markets will not be sufficient for accumulated policyholder account balances to support GMIB benefits and that the fees collected under the contract are insufficient to cover the costs of the benefit to be provided. The majority of the Company’s products containing the GMIB feature have been reinsured. However, the Company does not have reinsurance coverage on contracts sold after July 2004. As there is a waiting period to annuitize using the GMIB, there are virtually no policies eligible to receive this benefit at September 30, 2004.

Guaranteed minimum account value (“GMAV”) is a feature the Company began offering on certain variable annuity products in the third quarter of 2002. If available and elected by the contract holder at the time of contract issuance, this feature guarantees that the account value under the contract will at least equal the amount of the deposits invested during the first ninety days of the contract, adjusted for any subsequent withdrawals, at the end of a ten-year waiting period. The Company bears the risk that protracted under-performance of the financial markets could result in GMAV benefits being higher than the underlying contract holder account balance and that the fees collected under the contract are insufficient to cover the costs of the benefit to be provided. The Company purchased put options on the S&P 500 index to partially offset this risk. Changes in the market value of both the GMAV benefit and the put options are recorded in investment income in the accompanying consolidated statement of income and comprehensive income.

Guaranteed minimum withdrawal benefit (“GMWB”) is a feature the Company began offering on certain variable annuity products in May of 2004. If available and elected by the contract holder at the time of contract issuance, this feature provides a guaranteed annual withdrawal stream, regardless of market performance, equal to deposits invested during the first ninety days adjusted for any subsequent withdrawals (“Eligible Premium”). These guaranteed annual withdrawals of up to 10% of Eligible Premium, are available after either a three-year or a five-year waiting period, as elected by the contract holder at the time of contract issuance, without reducing the future amounts guaranteed. If no withdrawals have been made during the waiting period of 3 or 5 years, the contract holder will

realize an additional 10% or 20%, respectively, of Eligible Premium after all other amounts guaranteed under this benefit have been paid. The Company bears the risk that protracted under-performance of the financial markets could result in GMWB benefits being higher than the underlying contract holder account balance and that the fees collected under the contract are insufficient to cover the costs of the benefit to be provided. The Company is in the process of implementing a capital market hedging strategy for this feature.

As of September 30, 2004, substantially all of the Company’s near-term exposure to guaranteed benefits relates to GMDB and EEB. However, as sales of products with other guaranteed benefits increase, the Company expects these newer guarantees to have a potential impact on operating results in periods when equity market returns are inadequate to support those contractual guarantees.

With respect to its reinsurance agreements, the Company could become liable for all obligations of the reinsured policies if the reinsurers were to become unable to meet the obligations assumed under the respective reinsurance agreements. The Company monitors its credit exposure with respect to these agreements. Due to the high credit ratings and periodic monitoring of these ratings of the reinsurers, such risks are considered to be minimal.

ASSET MANAGEMENT OPERATIONS

PRETAX INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE totaled $79.71 million in the ~~second~~third quarter of 2004 compared to aan $5.8.5 million in the ~~second~~third quarter of 2003. For the ~~six~~nine months, pretax income before cumulative effect of of accounting change amounted to $1524.56 million in 2004 and $716.94 million in 2003. The increases in the third quarter and ~~six~~nine months of 2004 from 2003 resulted from increased asset management fees, partially offset by increased amortization of DAC and other deferred expenses.

ASSET MANAGEMENT FEES, which include investment advisory fees and 12b-1 distribution fees, are based on the market value of assets managed in mutual funds by SAAMCo. Such fees totaled $2223.60 million on average assets managed of $9.6453 billion in the ~~second~~third quarter of 2004 and $1517.56 million on average assets managed of $78.8442 billion in the ~~second~~third quarter of 2003. For the ~~six~~nine months, asset management fees amounted to $4366.5 million on average assets managed of $9.6259 billion in 2004 and $2846.84 million on average assets managed of $7.6188 billion in 2003. ~~Asset~~The increase in asset management fees ~~are~~is ~~not~~primarily ~~necessarily~~the ~~proportionate to~~result of a higher average ~~assets~~asset ~~managed,~~base ~~principally~~and ~~due~~higher tomargin ~~changes~~on inaccount ~~product~~servicing ~~mix~~fees. Mutual fund sales, excluding sales of money market accounts and private accounts, totaled $~~538~~466.16 million in the ~~second~~third quarter of 2004, compared to $~~561~~572.16 million in the ~~second~~ third quarter of 2003. For the ~~six~~nine months, mutual fund sales amounted to $1.2470 billion in 2004 and $1.0057 billion in 2003. Redemptions of mutual funds, excluding redemptions of money market accounts, amounted to $~~379~~386.1 million in the ~~second~~third quarter of 2004, $~~350~~340.38 million in the ~~second~~ third quarter of 2003, $~~742.~~1.13 ~~million~~billion in the ~~six~~nine months of 2004 and $~~773~~1.211 ~~million~~billion in the ~~six~~nine months of 2003, which, annualized, represent 1920%, 2321%, 19% and 2725%, respectively, of average related mutual fund assets. The increase in sales in the nine months of 2004 principally reflects increasing demand for equity products, due to generally improved equity market conditions in early 2004 and the ~~improving~~latter ~~stock~~part of 2003. The 13% decrease in mutual fund sales in the third quarter of 2004 compared to the prior quarter primarily reflects generally difficult equity market conditions ~~over~~during the ~~past~~third ~~year~~quarter.

GENERAL AND ADMINISTRATIVE EXPENSES totaled $109.14 million in the ~~second~~third quarter of 2004, $97.3 million in the ~~second~~third quarter of 2003, $1928.04 million in the ~~six~~nine months of 2004 and $1825.03 million in the ~~six~~nine months of 2003. ~~The~~General ~~increase~~and inadministrative expenses increased in 2004 isdue ~~attributable~~primarily to increased costs associated with higher ~~marketing~~sales and ~~advertising~~the ~~costs~~servicing of such additional business.

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND OTHER DEFERRED EXPENSES includes amortization of distribution costs which totaled $8.01 million in the third ~~second~~ quarter of 2004, compared with $5.39 million in the ~~second~~third quarter of 2003. For the ~~six~~nine months, such amortization totaled $1523.45 million in 2004 and $1016.5 3 million in 2003. The increase in amortization was primarily due to additional mutual fund sales since the ~~second~~third quarter of 2003 and amortization of the deferred commissions thereon.

2628

CAPITAL RESOURCES AND LIQUIDITY

SHAREHOLDER’S EQUITY ~~decreased~~increased to $1.5261 billion at ~~June~~September 30, 2004 from $1.56 billion at December 31, 2003. The ~~decrease~~increase reflected a$50.0 million of net income partially offset by $443.2 million decrease in unrealized gains, net of the effect of taxes and DAC, and a $2.5 million dividend to the Parent ~~partially offset by $6~~.~~9 million of net income.~~

INVESTMENTS AND CASH at ~~June~~September 30, 2004 totaled $7.5378 billion, compared ~~with~~ with $7.12 billion at December 31, 2003. The Company’s invested assets are ~~managed~~ managed by an affiliate ~~of AIG~~. The following table summarizes the Company’s ~~portfolio~~ portfolio of bonds, notes and redeemable preferred stocks (the “Bond Portfolio”) and other investments and cash at ~~June~~September 30, 2004 and December 31, 2003:

	June 30, 2004					December 31, 2003
	September 30, 2004					December 31, 2003
	Fair		Percent of			Fair		Percent of
	Value		Portfolio			Value		Portfolio
Bond Portfolio:			(in thousands, except for percentages)
	(in thousands, except for percentages)
U.S. government securities	$	29,933		0.4	%	$	24,292		0.3	%
Bond Portfolio:
Mortgage-backed securities		1,054,405		14.0			1,191,817		16.7
U.S. government securities	$	30,329		0.4	%	$	19,651		0.3	%
Securities of public utilities		320,498		4.3			365,150		5.1
Mortgage-backed securities		1,012,221		13.0			1,162,757		16.3
Corporate bonds and notes		2,855,942		37.9			2,697,142		37.9
Securities of public utilities		325,649		4.2			334,959		4.7
Redeemable preferred stocks		21,400		0.3			22,175		0.3
Corporate bonds and notes		2,926,886		37.5			2,845,597		39.9
Other debt securities		1,032,403		13.7			1,205,224		16.9
Redeemable preferred stocks		21,550		0.3			22,175		0.3
Total Bond Portfolio		5,314,581		70.6			5,505,800		77.2
Other debt securities		951,239		12.2			1,120,661		15.7
Mortgage loans		701,808		9.3			716,846		10.1
Total Bond Portfolio		5,267,874		67.6			5,505,800		77.2
Common stocks		5,143		0.1			727		0.0
Mortgage loans		675,778		8.7			716,846		10.1
Cash and short-term investments		142,180		1.9			133,105		1.9
Common stocks		4,889		0.1			727		0.0
Securities lending collateral		1,122,766		14.9			514,145		7.2
Cash and short-term investments		261,815		3.4			133,105		1.9
Other		245,893		3.2			254,010		3.6
Securities lending collateral		1,327,722		17.0			514,145		7.2
Total investments and cash	$	7,532,371		100.0	%	$	7,124,633		100.0	%
Other		251,054		3.2			254,010		3.6
Total investments and cash	$	7,789,132		100.0	%	$	7,124,633		100.0	%

The Company’s general investment philosophy is to hold fixed-rate assets for long-term investment. Thus, it does not have a trading portfolio. However, the Company has determined that all of the Bond Portfolio is available to be sold in response to changes in market interest rates, changes in relative value of asset sectors and individual securities, changes in prepayment risk, changes in the credit quality outlook for certain securities, the Company’s need for liquidity and other similar factors.

THE BOND PORTFOLIO, which constituted 7168% of the Company’s total investment portfolio at ~~June~~September 30, 2004, had an aggregate fair value that ~~was~~ was $67152.76 million greater than its amortized cost at ~~June~~September 30, 2004, compared with $154.6 million at December 31, 2003. ~~The decrease in net unrealized gains on~~ ~~the Bond Portfolio during 2004 principally reflects the rise in prevailing~~ ~~interest rates during the second quarter of 2004 and the corresponding effect~~ ~~on the fair value of the Bond Portfolio at June 30, 2004.~~

At ~~June~~September 30, 2004, the Bond Portfolio had an aggregate fair value of $5.31 27 billion and an aggregate amortized cost of $5.2512 billion. At ~~June~~ September 30, 2004, the Bond Portfolio (excluding $21.46 million of redeemable preferred stocks) included $5.1917 billion of bonds rated by Standard & Poor’s (“S&P”), Moody’s Investors Service (“Moody’s”), Fitch (“Fitch”) or the National Association of Insurance Commissioners (“NAIC”), and $~~107~~71.45 million of bonds rated by the Company pursuant to statutory ratings guidelines established by the NAIC. At ~~June~~ September 30, 2004, approximately $4.9386 billion of the Bond Portfolio was investment grade, including $1.0804 billion of mortgage-backed securities ~~(“MBS”)~~ and U.S. government/agency securities.

2729

At ~~June~~September 30, 2004, the Bond Portfolio included $~~367~~383.04 million of bonds ~~that~~ that were not investment grade. These non-investment-grade bonds accounted for approximately 1.23% of the Company’s total assets and approximately 4.9% of its invested assets. Non-investment-grade securities generally provide higher yields and involve greater risks than investment-grade securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment-grade issuers. In addition, the trading market for these securities is usually more limited than for investment-grade securities. An economic downturn could produce higher than average issuer defaults on the non-investment-grade securities, which could cause the Company’s investment returns and net income to decline. At ~~June~~September 30, 2004, ~~the~~ the Company’s non-investment-grade bond portfolio consisted of ~~167~~174 issues with no no single issuer representing more than 10% of the total non-investment -grade portfolio. These non-investment-grade securities are comprised of bonds spanning 1110 industries with 2122% of these assets concentrated in ~~financial~~ ~~institutions~~telecommunications, 19% concentrated in utilities, 14% concentrated in financial services and 1610% concentrated in ~~telecommunications~~ noncyclical consumer products. No other industry concentration constituted more than 10% of these assets.

~~The table on the following page summarizes the Company’s rated bonds by rating classification as of June~~ 30~~, 2004.~~

The table below summarizes the Company’s rated bonds by rating classification as of September 30, 2004.

RATED BONDS BY RATING CLASSIFICATION
(Dollars in thousands)

					Issues not rated by S&P/Moody’s/
					Issues not rated by S&P/Moody's/
Issues rated by S&P/Moody’s/Fitch					Fitch, by NAIC category						Total
Issues rated by S&P/Moody's/Fitch					Fitch, by NAIC category						Total
															Percent
															Percent of
			Estimated		NAIC				Estimated				Estimated		of total
															total
S&P/Moody’s/Fitch	Amortized		fair		category		Amortized		fair		Amortized		fair		invested
S&P/Moody's/Fitch	Amortized		Estimated		NAIC		Amortized		Estimated		Amortized		Estimated		invested
Category (1)	~~cost~~Cost		fair value		category(2)		~~cost~~Cost		fair value		~~cost~~Cost		fair value		assets
AAA+ to A- (Aaa to A3) [AAA to A-]	$	2,~~949~~911,~~718~~087	$	2,~~992~~999,~~884~~279		1	$	~~407~~297,~~658~~954	$	~~412~~305,~~618~~611	$	3,~~357~~209,~~376~~041	$	3,~~405~~304,~~502~~890		4742.3147	%
BBB+ to BBB- (Baa1 to Baa3) [BBB+ to BBB-]		1,227,247		1,248,445		2		270,729		272,230		1,497,976		1,520,675		21.12	%
BBB+ to BBB- (Baa to Baa3) [BBB+ to BBB-]		1,224,744		1,260,101		2		290,260		297,926		1,515,004		1,558,027		20.02	%
BB+ to BB- (Ba1 to Ba3) [BB+ to BB-]		133,404		133,210		3		28,450		29,423		161,854		162,633		2.26	%
BB+ to BB- (Bal to Ba3) [BB+ to BB-]		139,007		144,124		3		36,450		36,885		175,457		181,009		2.33	%
B+ to B- (B1 to B3) [B+ to B-]		151,136		140,414		4		16,967		19,996		168,103		160,410		2.23	%
B+ to B- (Bl to B3) [B+ to B-]		147,917		152,185		4		1,600		2,028		149,517		154,213		1.98	%
CCC+ to CCC- (Caa1 to Caa3) [CCC+ to CCC-]		17,918		19,562		5		6,238		5,638		24,156		25,200		0.35	%
CCC+ to CCC- (Caal to Caa3) [CCC+ to CCC-]		31,919		29,743		5		7,306		6,695		39,225		36,438		0.47	%
CC to D (Ca to C) [CC to D]		2,~~933~~686		45,~~659~~921		6		144,~~318~~202		145,~~102~~826		176,~~251~~888		1811,~~761~~747		0.2615	%
TOTAL RATED ISSUES	$	4,~~482~~457,~~356~~360	$	4,~~539~~591,~~174~~353			$	~~744~~637,~~360~~772	$	~~754~~654,~~007~~971	$	5,~~226~~095,~~716~~132	$	5,~~293~~246,~~181~~324

Footnotes to the table of Rated Bonds by Rating Classification

(1)		S&P and Fitch rate debt securities in rating categories ranging from AAA (the highest) to D (in payment default). A plus (+) or minus (-) indicates the debt’s relative standing within the rating category. A security rated BBB- or higher is considered investment grade. Moody’s rates debt securities in rating categories ranging from Aaa (the highest) to C (extremely poor prospects of ever attaining any real investment standing). The number 1, 2 or 3 (with 1 the highest and 3 the lowest) indicates the debt’s relative standing within the rating category. A security rated Baa3 or higher is considered investment grade. Issues are categorized based on the highest of the S&P, Moody’s and Fitch ratings if rated by multiple agencies.
(2)		Bonds and short-term promissory instruments are divided into six quality categories for NAIC rating purposes, ranging from 1 (highest) to 5 (lowest) for non-defaulted bonds plus one category, 6, for bonds in or near default. These six categories correspond with the S&P/Moody’s/Fitch rating groups listed above, with categories 1 and 2 considered investment grade. The NAIC categories include $~~107~~71.45 million of assets that were rated by the Company pursuant to applicable NAIC rating guidelines.

2931

The valuation of invested assets involves obtaining a fair value for each security. The source for the fair value is generally from market exchanges, with the exception of non-traded securities.

Another aspect of valuation pertains to impairment. As a matter of policy, the determination that a security has incurred an other-than-temporary decline in value and the amount of any loss recognition requires the judgment of the Company’s management and a continual review of its investments. In general, a security is considered a candidate for impairment if it meets any of the following criteria:

• Trading at a significant discount to par, amortized cost (if lower) or cost for an extended period of time; • The occurrence of a discrete credit event resulting in: (i) the issuer defaulting on a material outstanding obligation; (ii) the issuer seeking protection from creditors under the bankruptcy laws or similar laws intended for the court supervised reorganization of insolvent enterprises; or (iii) the issuer proposing a voluntary reorganization pursuant to which creditors are asked to exchange their claims for cash or securities having a fair value substantially lower than the par value of their claims; or • In the opinion of the Company’s management, it is unlikely the Company will realize a full recovery on its investment, irrespective of the occurrence of one of the foregoing events.

•

The occurrence of a discrete credit event resulting in: (i) the issuer defaulting on a material outstanding obligation; (ii) the issuer seeking protection from creditors under the bankruptcy laws or similar laws intended for the court supervised reorganization of insolvent enterprises; or (iii) the issuer proposing a voluntary reorganization pursuant to which creditors are asked to exchange their claims for cash or securities having a fair value substantially lower than the par value of their claims; or

•

In the opinion of the Company’s management, it is unlikely the Company will realize a full recovery on its investment, irrespective of the occurrence of one of the foregoing events.

Once a security has been identified as potentially impaired, the amount of such impairment is determined by reference to that security’s contemporaneous market price.

The Company has the ability to hold any security to its stated maturity. Therefore, the decision to sell reflects the judgment of the Company’s management that the security sold is unlikely to provide, on a relative value basis, as attractive a return in the future as alternative securities entailing comparable risks. With respect to distressed securities, the sale decision reflects management’s judgment that the risk-discounted anticipated ultimate recovery is less than the value achieved on sale.

As a result of these policies, the Company recorded pretax impairment writedowns of $217.69 million and $1535.59 million in the ~~six~~nine months of 2004 and 2003, respectively. ~~One~~No individual impairment loss, ~~amounted~~net ~~to 20%~~ of ~~net~~DAC ~~income~~and ~~for the six months ended June 30~~taxes, ~~2004. No other individual impairment loss~~ exceeded 10% of the Company’s net income for the ~~six~~nine months ended ~~June~~ September 30, 2004.

Excluding the impairments noted above, the changes in fair value for the Company’s Bond Portfolio, which constitutes the vast majority of the Company’s investments, were recorded as a component of other comprehensive income in shareholder’s equity as unrealized gains or losses.

At ~~June~~September 30, 2004, the fair value of the Company’s Bond Portfolio aggregated $5.3127 billion. Of this aggregate fair value, approximately 0.63% represented securities trading at or below 75% of amortized cost. The impact of unrealized losses on net income will be further mitigated upon realization, because realization will result in current decreases in the amortization of certain deferred acquisition costs and decreases in income taxes.

At ~~June~~September 30, 2004, approximately $34.4820 billion, at amortized cost, of ~~the~~ the Bond Portfolio had a fair value of $34.6139 billion resulting in an aggregate unrealized gain of $~~135~~188.51 million. At ~~June~~September 30, 2004, approximately $1915.778 ~~billion~~million, at amortized cost, of the Bond Portfolio had a fair value of $1880.703 ~~billion~~million resulting in an aggregate unrealized loss of $6735.85 million. One issuer accounted for 1511% of unrealized losses. No other single issuer accounted for more than 10% of unrealized losses. Approximately 2927%, 2925% and 1112% of unrealized losses were from the ~~transportation~~financial services, ~~financial~~transportation and noncyclical consumer products industries, respectively. No other industry accounted for more than 10% of unrealized losses.

3032

The amortized cost of the Bond Portfolio in an unrealized loss position at ~~June~~September 30, 2004, by contractual maturity, is shown below.

	Amortized
	Amortized Cost
	Cost
	(in thousands)
Due in one year or less	$	2511,~~663~~739
Due after one year through five years		~~545~~323,~~701~~510
Due after five years through ten years		~~648~~382,~~597~~726
Due after ten years		~~550~~197,~~103~~792
Total	$	1915,~~770,064~~767

The aging of the Bond Portfolio in an unrealized loss position at ~~June~~ September 30, 2004 is shown below:

	Less than or Equal to 20%							Greater than 20% to 50%							Greater than 50%
(dollars	Less than or Equal to 20%							Greater than 20% to 50%							Greater than 50%
(dollars in thousands)	of Amortized Cost							of Amortized Cost							of Amortized Cost							Total
in thousands)	of Amortized Cost							of Amortized Cost							of Amortized Cost							Total
	Amortized		Unrealized					Amortized		Unrealized					Amortized		Unrealized					Amortized		Unrealized
Months	Cost		Loss			Items		Cost		Loss			Items		Cost		Loss			Items		Cost		Loss			Items
Investment Grade Bonds
0-6	$	1441,~~079,373~~204	$	(227,~~096~~377	)		~~150~~68	$	—	$	—			—	$	—	$	—			—	$	1441,~~079,373~~204	$	(227,~~096~~377	)		~~150~~68
7-12		~~444~~189,~~065~~106		(155,~~006~~305	)		9023		~~22,715~~—		~~(5,900~~—	)		3—		—		—			—		~~466~~189,~~780~~106		(205,~~906~~305	)		9323
>12		33180,~~640~~470		(~~782~~8,834	)		1125		1914,~~465~~714		(4,~~359~~112	)		12		—		—			—		53195,~~105~~184		(512,~~141~~946	)		1227
Total	$	1810,~~557,078~~780	$	(3721,~~884~~516	)		~~251~~116	$	4214,~~180~~714	$	(104,~~259~~112	)		42	$	—	$	—			—	$	1825,~~599,258~~494	$	(4825,~~143~~628	)		~~255~~118
Below Investment Grade Bonds
0-6	$	8034,~~035~~796	$	(2,~~079~~442	)		5328	$	—175	$	—(61	)		—1	$	—	$	—			—	$	8034,~~035~~971	$	(2,~~079~~503	)		5329
7-12		~~48,611~~—		~~(2,911~~—	)		9—		~~39,890~~620		(~~14,127~~162	)		61		—599		—(469	)		—1		881,~~501~~219		(~~17,038~~631	)		152
>12		144,~~671~~854		(~~108~~3,401	)		29		—9,229		—(3,313	)		—2		~~599~~—		~~(469~~—	)		1—		254,~~270~~083		(~~577~~6,714	)		311
Total	$	~~130~~79,~~317~~650	$	(5,~~098~~843	)		6437	$	3910,~~890~~024	$	(143,~~127~~536	)		64	$	599	$	(469	)		1	$	~~170~~90,~~806~~273	$	(199,~~694~~848	)		7142
Total Bonds
0-6	$	1476,~~159,408~~000	$	(249,~~175~~819	)		~~203~~96	$	—175	$	—(61	)		—1	$	—	$	—			—	$	1476,~~159,408~~175	$	(249,~~175~~880	)		~~203~~97
7-12		~~492~~189,~~676~~106		(175,~~917~~305	)		9923		~~62,605~~620		(~~20,027~~162	)		91		—599		—(469	)		—1		~~555~~190,~~281~~325		(375,~~944~~936	)		~~108~~25
>12		35225,~~311~~324		(~~890~~12,235	)		1334		1923,~~465~~943		(47,~~359~~425	)		14		~~599~~—		~~(469~~—	)		1—		55249,~~375~~267		(519,~~718~~660	)		1538
Total	$	1890,~~687,395~~430	$	(4227,~~982~~359	)		~~315~~153	$	8224,~~070~~738	$	(247,~~386~~648	)		106	$	599	$	(469	)		1	$	1915,~~770,064~~767	$	(6735,~~837~~476	)		~~326~~160

In 2004, the pretax realized losses incurred with respect to the sale of fixed securities in the Bond Portfolio were $76.29 million. The aggregate fair value of securities sold was $~~100~~129.90 million, which was approximately 8991.50% of amortized cost. The average period of time that securities sold at a loss during 2004 were trading continuously at a price below amortized cost was approximately 1621 months.

The valuation for the Company’s Bond Portfolio comes from market exchanges or dealer quotations, with the exception of non-traded securities. The Company considers non-traded securities to mean certain fixed income investments and certain structured securities. The aggregate fair value of these securities at ~~June~~September 30, 2004 was approximately $~~972~~892.31 million.

~~The methodology used to estimate fair value of non-traded fixed income~~33 investments is by reference to traded securities with similar attributes and using a matrix pricing methodology. This technique takes into account such factors as the industry, the security’s rating and tenor, its coupon rate, its position in the capital structure of the issuer and other relevant factors. The change in fair value is recognized as a component of other comprehensive income.

The methodology used to estimate fair value of non-traded fixed income investments is by reference to traded securities with similar attributes and using a matrix pricing methodology. This technique takes into account such factors as the industry, the security’s rating and tenor, its coupon rate, its position in the capital structure of the issuer and other relevant factors. The change in fair value is recognized as a component of other comprehensive income.

For certain structured securities, the carrying value is based on an estimate of the security’s future cash flows pursuant to the requirements of Emerging Issues Task Force Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets.” The change in carrying value is recognized in income.

Each of these investment categories is regularly tested to determine if impairment in value exists. Various valuation techniques are used with respect to each category in this determination.

Senior secured loans (“Secured Loans”) are included in the Bond Portfolio and aggregated $~~289~~292.35 million at ~~June~~September 30, 2004. Secured Loans are senior to to subordinated debt and equity and are secured by assets of the issuer. At ~~June~~ September 30, 2004, Secured Loans consisted of $~~191~~197.51 million of privately ~~traded~~ traded securities and $9795.84 million of publicly traded securities. These ~~Secured~~ Secured Loans are composed of loans to 5962 borrowers spanning 10 industries, with 2328% of these assets concentrated in utilities, 17% concentrated in communications, 1514% concentrated in transportation, 11% concentrated in noncyclical ~~cyclical~~ consumer products and 10% concentrated in ~~noncyclical~~cyclical consumer products. No other industry constituted more than 10% of these assets.

While the trading market for the Company’s privately traded Secured Loans is more limited than for publicly traded issues, participation in these transactions has enabled the Company to improve its investment yield. As a result of restrictive financial covenants, these Secured Loans involve greater risk of technical default than do publicly traded investment-grade securities. However, management believes that the risk of loss upon default for these Secured Loans is mitigated by such financial covenants and the collateral values underlying the Secured Loans. The Company’s Secured Loans are rated by S&P, Moody’s, Fitch, the NAIC or by the Company, pursuant to comparable statutory ratings guidelines established by the NAIC.

MORTGAGE LOANS aggregated $~~701~~675.8 million at ~~June~~September 30, 2004 and consisted of ~~103~~ 100 commercial first mortgage loans with an average loan balance of of approximately $6.8 million, collateralized by properties located in 31 30 states. Approximately 3437% of this portfolio was office, 1816% was ~~multifamily~~manufactured ~~residential~~housing, 15% was ~~manufactured~~multifamily ~~housing~~residential, 1211% was industrial, 11% was hotels, and 10% was other types. At ~~June~~September 30, 2004, approximately 2625%, 1112%, ~~10%~~ and 1011% of this portfolio were secured by properties located in California, New York, ~~Massachusetts~~ and Michigan, respectively. No more than 10% of this portfolio was secured by properties located in any other single state. At ~~June~~September 30, 2004, 16 14 mortgage loans have an outstanding balance of $10 million or more, which collectively aggregated approximately 5149% of this portfolio. At ~~June~~September 30, 2004, approximately 3635% of the mortgage loan portfolio consisted of loans with balloon payments due before ~~July~~October 1, 2007. During 2004 and 2003, loans delinquent by more than 90 days, foreclosed loans and structured loans have not been significant in relation to the total mortgage loan portfolio.

Substantially all of the mortgage loan portfolio has been originated by the Company under its underwriting standards. Commercial mortgage loans on properties such as offices, hotels and shopping centers generally represent a higher level of risk than do mortgage loans secured by multifamily residences. This greater risk is due to several factors, including the larger size of such loans and the more immediate effects of general economic conditions on these commercial property types. However, due to the Company’s underwriting standards, the Company believes that it has prudently managed the risk attributable to its mortgage loan portfolio while maintaining attractive yields.

SECURITIES LENDING COLLATERAL totaled $1.1233 billion at ~~June~~September 30, 2004, compared to $514.1 million at December 31, 2003, and consisted of cash collateral invested in highly rated short-term securities received in connection with the Company’s securities lending program. Although the cash collateral is currently invested in highly rated short-term securities, the applicable collateral agreements permit the cash collateral to be invested in highly liquid short and long-term investment portfolios. At least 75% of the portfolio’s short-term investments must have external issue ratings of A-1/P-1, one of the highest ratings for short-term credit quality. ~~Long-term~~ ~~investments include corporate notes with maturities of five years or less and a~~ ~~credit rating by at least two nationally recognized statistical rating~~ ~~organizations (“NRSRO”), with no less than a S&P rating of A or equivalent by any other NRSRO.~~

3234

~~ASSET~~Long-~~LIABILITY MATCHING is utilized by the Company in an effort to~~term ~~minimize the risks of interest rate fluctuations and disintermediation (i.e. the risk of being forced to sell~~ investments ~~during~~include ~~unfavorable~~corporate ~~market conditions).~~notes ~~The~~with ~~Company~~maturities ~~believes that its fixed-rate liabilities should be backed by a portfolio principally composed~~ of ~~fixed-rate~~five ~~investments~~years ~~that generate~~or ~~predictable~~less ~~rates~~and ~~of return. The Company does not have~~ a ~~specific~~ ~~target~~credit ~~rate~~rating ofby ~~return.~~at ~~Instead,~~least ~~its~~two ~~rates~~nationally ofrecognized ~~return~~statistical ~~vary over time depending~~rating onorganizations ~~the current interest rate environment~~(“NRSRO”), ~~the~~with ~~slope~~no ofless ~~the~~than ~~yield curve, the spread at which fixed-rate investments are priced over the yield curve, default rates and general economic conditions. Its portfolio strategy is constructed with~~ a ~~view~~S&P torating ~~achieve adequate risk-adjusted returns consistent with its investment objectives~~ of ~~effective~~A ~~asset-liability matching, liquidity and safety. The Company’s fixed-rate products incorporate surrender charges~~ or ~~other~~ ~~restrictions~~equivalent ~~in order to encourage persistency. Approximately 78% of the~~by ~~Company’s~~any ~~fixed annuity, universal life and GIC reserves had surrender penalties or~~ other ~~restrictions at June 30, 2004~~NRSRO.

AsASSET-LIABILITY ~~part~~MATCHING ofis ~~its~~utilized ~~asset-liability~~by ~~matching discipline,~~ the Company ~~conducts detailed~~in ~~computer~~an ~~simulations~~effort ~~that model its fixed-rate assets and liabilities~~to ~~under~~minimize ~~commonly~~the ~~used~~risks of interest rate ~~scenarios.~~fluctuations ~~With~~and ~~the~~disintermediation ~~results of these~~(i.e. ~~computer simulations,~~ the ~~Company~~risk ~~can measure the potential gain or loss in fair value~~ of ~~its~~being ~~interest-rate~~forced ~~sensitive instruments and seek~~ to ~~protect~~sell ~~its economic~~investments ~~value~~during ~~and~~unfavorable ~~achieve a predictable spread between what it earns on its~~market ~~invested~~conditions). ~~assets~~The ~~and~~Company ~~what~~believes itthat ~~pays on~~ its ~~liabilities by designing its~~ fixed-rate ~~products~~ ~~and~~liabilities ~~conducting~~should ~~its~~be backed ~~investment~~by ~~operations~~a toportfolio ~~closely~~principally ~~match~~composed ~~the duration and cash flows~~ of ~~the~~ fixed-rate ~~assets~~investments to that generate ofpredictable ~~its~~rates ~~fixed-rate~~of ~~liabilities~~return. The ~~fixed-rate assets in the~~ Company’s ~~asset-liability~~does ~~modeling~~not ~~include:~~have ~~cash~~a specific ~~and~~target ~~short-term~~rate ~~investments;~~of ~~bonds~~return. Instead, ~~notes~~its ~~and~~rates ~~redeemable~~of ~~preferred~~return ~~stocks; mortgage~~vary ~~loans;~~over ~~policy~~time ~~loans; and investments in limited partnerships that~~depending ~~invest~~on ~~primarily~~the incurrent ~~fixed-~~interest rate ~~securities. At June 30~~environment, ~~2004,~~the ~~these~~slope ~~assets had an aggregate fair value~~ of ~~$6.39 billion~~the ~~with~~yield ancurve, ~~option-adjusted duration of~~the ~~3.3 years.~~spread ~~The~~at ~~Company’s~~which fixed-rate ~~liabilities~~investments ~~include~~are ~~fixed~~priced ~~options~~over ~~of variable~~the ~~annuities,~~yield ~~as well as universal life~~curve, ~~fixed~~default rates ~~annuity~~ and ~~GIC~~general ~~contracts~~economic conditions. At ~~June 30,~~Its ~~2004,~~portfolio ~~these~~strategy ~~liabilities~~is ~~had an aggregate fair value (determined by~~constructed ~~discounting~~with ~~future~~a ~~contractual~~view ~~cash~~to ~~flows~~achieve byadequate ~~related~~risk-adjusted ~~market~~returns ~~rates~~consistent ofwith ~~interest)~~its ofinvestment ~~$5.98 billion~~objectives ~~with~~of aneffective ~~option~~asset-~~adjusted~~liability ~~duration~~matching, ofliquidity 3and safety.~~5 years.~~ The Company’s ~~potential~~ ~~exposure due to a relative 10% increase in prevailing interest rates from its June 30, 2004 levels is a loss of approximately $0.8 million, representing an increase in fair value of its~~ fixed-rate ~~liabilities~~products ~~that~~incorporate ~~is not~~surrender ~~offset~~charges byor other anrestrictions ~~increase~~ in ~~fair~~order ~~value~~to ofencourage ~~its~~persistency. ~~fixed-rate~~Approximately ~~assets.~~77% ~~Because~~of the Company’s ~~actively~~fixed ~~manages~~annuity, ~~its~~universal ~~assets~~life and ~~liabilities~~GIC ~~and~~reserves ~~has~~had ~~strategies in place~~surrender topenalties ~~minimize~~or ~~its~~other ~~exposure~~restrictions toat ~~loss as interest rate changes occur~~September 30, ~~it expects that actual losses would be less than the estimated potential loss~~2004.

As part of its asset-liability matching discipline, the Company conducts detailed computer simulations that model its fixed-rate assets and liabilities under commonly used interest rate scenarios. With the results of these computer simulations, the Company can measure the potential gain or loss in fair value of its interest-rate sensitive instruments and seek to protect its economic value and achieve a predictable spread between what it earns on its invested assets and what it pays on its liabilities by designing its fixed-rate products and conducting its investment operations to closely match the duration and cash flows of the fixed-rate assets to that of its fixed-rate liabilities. The fixed-rate assets in the Company’s asset-liability modeling include: cash and short-term investments; bonds, notes and redeemable preferred stocks; mortgage loans; policy loans; and investments in limited partnerships that invest primarily in fixed-rate securities. At September 30, 2004, these assets had an aggregate fair value of $6.42 billion with an option-adjusted duration of 3.3 years. The Company’s fixed-rate liabilities include fixed options of variable annuities, as well as universal life, fixed annuity and GIC contracts. At September 30, 2004, these liabilities had an aggregate fair value (determined by discounting future contractual cash flows by related market rates of interest) of $5.87 billion with an option-adjusted duration of 3.6 years. The Company’s potential exposure due to a relative 10% decrease in prevailing interest rates from its September 30, 2004 levels is a loss of approximately $1.6 million, representing an increase in fair value of its fixed-rate liabilities that is not offset by an increase in fair value of its fixed-rate assets. Because the Company actively manages its assets and liabilities and has strategies in place to minimize its exposure to loss as interest rate changes occur, it expects that actual losses would be less than the estimated potential loss.

Option-adjusted duration is a common measure for the price sensitivity of a fixed-maturity portfolio to changes in interest rates. For example, if interest rates increase 1%, the fair value of an asset with a duration of 5.0 years is expected to decrease in value by approximately 5%. The Company estimates the option-adjusted duration of its assets and liabilities using a number of different interest rate scenarios, assuming continuation of existing investment and interest crediting strategies, including maintaining an appropriate level of liquidity. Actual company and contract owner behaviors may be different than was assumed in the estimate of option-adjusted duration and these differences may be material.

A significant portion of the Company’s fixed annuity contracts (including the fixed option of variable contracts) have reached or are near the minimum contractual guaranteed rate (generally 3% or 4%). Continual declines in interest rates could cause the spread between the yield on the portfolio and the interest rate credited to policyholders to deteriorate.

The Company has had the ability, limited by minimum interest rate guarantees, to respond to the generally declining interest rate environment in the last five years by lowering crediting rates in response to lower investment returns. See the earlier discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information on the calculation of investment yield and net investment spread used by the Company’s management as a key component in evaluating the profitability of its annuity business. The trends experienced during the ~~six~~nine months ended ~~June~~September 30, 2004 and the three years ended December 31, 2003 in ~~the~~ the Company’s yield on average invested assets and rate of interest credited on average interest-bearing liabilities, ~~compared to the market trend in long-term~~ ~~interest rates as illustrated by the average ten-year U.S. Treasury bond rate,~~ ~~are presented in the following table:~~

3335

	Six months ended
	June 30,						Years ended December, 31
	2004			2003			2002			2001
Average 10-year U.S. Treasury bond rate:		4.29	%		4.01	%		4.61	%		5.02	%
AIG SunAmerica Life Assurance Company:
Average yield on Bond Portfolio		5.79			5.75			6.23			6.82
Rate paid on average interest-bearing liabilities		3.69			3.71			3.93			4.58

compared to the market trend in long-term interest rates as illustrated by the average ten-year U.S. Treasury bond rate, are presented in the following table:


	Nine months ended
	September 30,			Years ended December, 31
	2004			2003			2002			2001
Average 10-year U.S. Treasury bond rate:		4.29	%		4.01	%		4.61	%		5.02	%
AIG SunAmerica Life Assurance Company:
Average yield on Bond Portfolio		5.62			5.75			6.23			6.82
Rate paid on average interest-bearing liabilities		3.70			3.71			3.93			4.58

As a component of its asset-liability management strategy, the Company may utilize interest rate swap agreements (“Swap Agreements”) to match assets more closely to liabilities. Swap Agreements are agreements to exchange with a counterparty interest rate payments of differing character (for example, variable-rate payments exchanged for fixed-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes.

The Company seeks to enhance its spread income with dollar roll repurchase agreements (“Dollar Roll Repos”). Dollar Roll Repos involve a sale of mortgage-backed securities (“MBS”) by the Company and an agreement to repurchase substantially similar MBS at a later date at an agreed upon price. The Company also seeks to provide liquidity by investing in MBS. MBS are generally investment-grade securities collateralized by large pools of mortgage loans. MBS generally pay principal and interest monthly. The amount of principal and interest payments may fluctuate as a result of prepayments of the underlying mortgage loans.

There are risks associated with some of the techniques the Company uses to provide liquidity, enhance its spread income and match its assets and liabilities. The primary risk associated with the Company’s Dollar Roll Repos and Swap Agreements is counterparty risk. The Company believes, however, that the counterparties to its Dollar Roll Repos and Swap Agreements are financially responsible and that the counterparty risk associated with those transactions is minimal. It is the Company’s policy that these agreements are entered into with counterparties who have a debt rating of A/A2 or better from both S&P and Moody’s. The Company continually monitors its credit exposure with respect to these agreements. In addition to counterparty risk, Swap Agreements also have interest rate risk. However, the Company’s Swap Agreements are intended to hedge variable-rate assets or liabilities. The primary risk associated with MBS is that a changing interest rate environment might cause prepayment of the underlying obligations at speeds slower or faster than anticipated at the time of their purchase. As part of its decision to purchase such a security, the Company assesses the risk of prepayment by analyzing the security’s projected performance over an array of interest-rate scenarios. Once such a security is purchased, the Company monitors its actual prepayment experience monthly to reassess the relative attractiveness of the security with the intent to maximize total return.

INVESTED ASSETS EVALUATION is routinely conducted by the Company. Management identifies monthly those investments that require additional monitoring and carefully reviews the carrying values of such investments at least quarterly to determine whether specific investments should be placed on a nonaccrual basis and to determine declines in value that may be other than temporary. In conducting these reviews for bonds, management principally considers the adequacy of any collateral, compliance with contractual covenants, the borrower’s recent financial performance, news reports and other externally generated information concerning the creditor’s affairs. In the case of publicly traded bonds, management also considers market value quotations, if available. For mortgage loans, management generally considers information concerning the mortgaged property and, among other things, factors impacting the current and expected payment status of the loan and, if available, the current fair value of the underlying collateral. For investments in partnerships, management reviews the financial statements and other information provided by the general partners.

The carrying values of investments that are determined to have declines in value that are other than temporary are reduced to net realizable value and, in the case of bonds, no further accruals of interest are made. The ~~provisions~~ ~~for impairment on mortgage loans are based on losses expected by management to~~ ~~be realized on transfers of mortgage loans to real estate, on the disposition~~ and settlement of mortgage loans and on mortgage loans that management believes may not be collectible in full. Accrual of interest is suspended when principal and interest payments on mortgage loans are past due more than 90 days. Impairment losses on securitized assets are recognized

3436

provisions for impairment on mortgage loans are based on losses expected by management to be realized on transfers of mortgage loans to real estate, on the disposition and settlement of mortgage loans and on mortgage loans that management believes may not be collectible in full. Accrual of interest is suspended when principal and interest payments on mortgage loans are past due more than 90 days. Impairment losses on securitized assets are recognized if the fair value of the ~~security~~ security is less than its book value, and the net present value of expected future cash flows is less than the net present value of expected future cash flows at the most recent (prior) estimation date.

DEFAULTED INVESTMENTS, comprising all investments that are in default as to the payment of principal or interest, totaled $3840.02 million of bonds at ~~June~~ September 30, 2004, which constituted approximately 0.5% of total invested assets. At December 31, 2003, defaulted investments totaled $49.6 million, ~~which~~ which constituted approximately 0.7% of total invested assets.

SOURCES OF LIQUIDITY are readily available to the Company in the form of the Company’s existing portfolio of cash and short-term investments, repo capacity on invested assets and, if required, proceeds from invested asset sales. The Company’s liquidity is primarily derived from operating cash flows from annuity operations. At ~~June~~September 30, 2004, approximately $34.6139 billion of ~~the~~ the Bond Portfolio had an aggregate unrealized gain of $~~135~~188.51 million, while approximately $1880.703 ~~billion~~million of the Bond Portfolio had an aggregate unrealized loss of $6735.85 million. In addition, the Company’s investment portfolio currently provides approximately $4645.68 million of monthly cash flow from scheduled principal and interest payments. Historically, cash flows from operations and from the sale of the Company’s annuity products have been more than sufficient in amount to satisfy the Company’s liquidity needs.

Management is aware that prevailing market interest rates may shift significantly and has strategies in place to manage either an increase or decrease in prevailing rates. In a rising interest rate environment, the Company’s average cost of funds would increase over time as it prices its new and renewing annuities to maintain a generally competitive market rate. Management would seek to place new funds in investments that were matched in duration to, and higher yielding than, the liabilities assumed. The Company believes that liquidity to fund withdrawals would be available through incoming cash flow, the sale of short-term or floating-rate instruments or repos on the Company’s substantial MBS segment of the Bond Portfolio, thereby avoiding the sale of fixed-rate assets in an unfavorable bond market.

In a declining rate environment, the Company’s cost of funds would decrease over time, reflecting lower interest crediting rates on its fixed annuities. Should increased liquidity be required for withdrawals, the Company believes that a significant portion of its investments could be sold without adverse consequences in light of the general strengthening that would be expected in the bond market.

If a substantial portion of the Company’s Bond Portfolio diminished significantly in value and/or defaulted, the Company would need to liquidate other portions of its investment portfolio and/or arrange financing. Such events that may cause such a liquidity strain could be the result of economic collapse or terrorist acts.

Management believes that the Company’s liquid assets and its net cash provided by operations will enable the Company to meet any foreseeable cash requirements for at least the next twelve months.

GUARANTEES AND OTHER COMMITMENTS

The Company has ~~entered~~six ~~into seven~~ agreements outstanding in which it has provided liquidity support for certain short-term securities of municipalities and non-profit organizations by agreeing to purchase such securities in the event there is no other buyer in the short-term marketplace. In return the Company receives a fee. In addition, the Company guarantees the payment of these securities upon redemption. The maximum liability under these guarantees at ~~June~~September 30, 2004 is $~~480~~195.54 million. InThese ~~August 2004, these~~ commitments ~~decreased by $287.9 due to early redemption. The remaining commitments~~ have contractual maturity dates as follows: $2120.95 million in the remainder of 2004 and $~~170~~174.79 million in 2005. Related to each of these agreements are participation agreements with the Parent, under which the Parent will share in $6162.56 million of these liabilities in exchange for a proportionate percentage of the fees received under these agreements. The Internal Revenue Service has completed examinations into the transactions underlying these commitments, including the Company’s role in the transactions. The examination did not result in a material loss to the Company.

~~At June 30, 2004, the Company held reserves for GICs with maturity dates~~37 ~~as follows: $185.6 million in 2005 and $28.4 million in 2006 and thereafter.~~

At September 30, 2004, the Company held reserves for GICs with maturity dates as follows: $186.1 million in 2005 and $28.6 million in 2006 and thereafter.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2003, the American Institute of Certified Public Accountants issued Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” ~~(“SOP 03-1”)~~. (For further discussion see Note 2 of Notes to Consolidated Financial Statements.)

REGULATION

The Company, in common with other insurers, is subject to regulation and supervision by the states and jurisdictions in which it does business. Within the United States, the method of such regulation varies but generally has its source in statutes that delegate regulatory and supervisory powers to an insurance official. The regulation and supervision relate primarily to approval of policy forms and rates, the standards of solvency that must be met and maintained, including risk -based capital measurements, the licensing of insurers and their agents, the nature of and limitations on investments, restrictions on the size of risks which may be insured under a single policy, deposits of securities for the benefit of policyholders, methods of accounting, periodic examinations of the affairs of insurance companies, the form and content of reports of financial condition required to be filed, and reserves for unearned premiums, losses and other purposes. In general, such regulation is for the protection of policyholders rather than security holders.

Risk-based capital (“RBC”) standards are designed to measure the adequacy of an insurer’s statutory capital and surplus in relation to the risks inherent in its business. The standards are intended to help identify inadequately capitalized companies and require specific regulatory actions in the event an insurer’s RBC is deficient. The RBC formula develops a risk-adjusted target level of adjusted statutory capital and surplus by applying certain factors to various asset, premium and reserve items. Higher factors are applied to more risky items and lower factors are applied to less risky items. Thus, the target level of statutory surplus varies not only as a result of the insurer’s size, but also on the risk profile of the insurer’s operations. The RBC Model Law provides four incremental levels of regulatory attention for insurers whose surplus is below the calculated RBC target. These levels of attention range in severity from requiring the insurer to submit a plan for corrective action to actually placing the insurer under regulatory control. The statutory capital and surplus of the Company exceeded its RBC requirements as of ~~June~~September 30, 2004.

The federal government does not directly regulate the business of insurance, however, the Company and its products are governed by federal agencies, including the SEC, the Internal Revenue Service and the self-regulatory organization, the National Association of Securities Dealers, Inc. (“NASD”). Federal legislation and administrative policies in several areas, including financial services regulation, pension regulation and federal taxation, can significantly and adversely affect the insurance industry. The federal government has from time to time considered legislation relating to the deferral of taxation on the accretion of value within certain annuities and life insurance products, changes in ERISA regulations, the alteration of the federal income tax structure and the availability of Section 401(k) and individual retirement accounts. Although the ultimate effect of any such changes, if implemented, is uncertain, both the persistency of our existing products and our ability to sell products may be materially impacted in the future.

Recently there has been a significant increase in federal and state regulatory activity relating to financial services companies, particularly mutual fund companies and life insurers issuing variable annuity products. These inquiries have focused on a number of issues including, among other items, after-hours trading, short-term trading (sometimes referred to as market timing), revenue sharing arrangements and greater transparency regarding compensation arrangements. There are several rule proposals pending and or adopted at the SEC, the NASD and on a federal level, which, ~~if passed,~~ could have an impact on the business of the Company and/or its subsidiaries.

36 Various federal, state and other regulatory agencies are reviewing certain transactions and practices of the Company and its subsidiaries in connection with industry-wide and other inquiries. In the opinion of the Company’s management and based on the current status of these inquiries, it is not likely that any of these inquiries will have a material adverse effect on the Company’s consolidated financial condition or operation.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The quantitative and qualitative disclosures about market risk are contained in the Asset-Liability Matching section of Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 3335 to 3436 herein.

DISCLOSURE CONTROLS &AND PROCEDURES

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures provide reasonable assurance of effectiveness as of the end of the period covered by this report. In addition, there has been no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

3739

PART II -— OTHER INFORMATION

Item 1. Legal Proceedings

Various lawsuits against the Company have arisen in the ordinary course of business. Contingent liabilities arising from litigation, income taxes and regulatory and other matters are not considered material in relation to the financial position, results of operations or cash flows of the Company. On April 5, 2004, a purported class action captioned Nitika Mehta, as Trustee of the N.D. Mehta Living Trust vs. AIG SunAmerica Life Assurance Company, Case 04L0199, was filed in the Circuit Court, Twentieth Judicial District in St. Clair County, Illinois. The lawsuit alleges certain improprieties in conjunction with alleged market timing activities. The probability of any particular outcome cannot be reasonably estimated at this time.

~~On April~~Item 5,2. ~~2004,~~Unregistered aSales ~~purported class action captioned Nitika Mehta, as Trustee~~ of ~~the~~Equity ~~N.D.~~Securities ~~Mehta~~and ~~Living~~Use Trust vs. AIG SunAmerica Life Assurance Company, Case 04L0199, was filed in the Circuit Court, Twentieth Judicial District in St. Clair County, Illinois. The lawsuit alleges certain improprieties in conjunction with alleged market timing activities. The probability of ~~any~~Proceeds ~~particular outcome cannot be reasonably estimated at this time.~~

Item 2. Changes in Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submissions of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits ~~and Reports on Form 8-K~~

~~EXHIBITS~~ See accompanying Exhibit Index.

~~None.~~40

REPORTS FOR FORM 8-K

There were no current reports on Form 8-K filed during the three months ended June 30, 2004.

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, ~~the~~ the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AIG SUNAMERICA LIFE ASSURANCE COMPANY Registrant
Date: August 13, 2004	/s/ N. SCOTT GILLIS
Date: November 12, 2004	/s/ N. SCOTT GILLIS
	N. Scott Gillis
	Senior Vice President, Chief Financial Officer and Director

Date: August 13, 2004	/s/ STEWART POLAKOV
Date: November 12, 2004	/s/ STEWART POLAKOV
	Stewart Polakov
	Senior Vice President and Controller (Principal Accounting Officer)

3941

Exhibit Index

Exhibit


Exhibit

31.1		Rule 13a-14(a)/15d-14(a) Certifications

31.2		Rule 13a-14(a)/15d-14(a) Certifications

32		Section 1350 Certifications

31.1		Rule 13a-14(a)/15d-14(a) Certifications
31.2		Rule 13a-14(a)/15d-14(a) Certifications
32		Section 1350 Certifications

Table of Contents

Filing Compare · SUNAMERICA ANNUITY & LIFE ASSURANCE CO