S-6/A 1 a2052111zs-6a.txt S-6/A Registration No. 333-52944 811-7663 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 Pre-Effective Amendment No. 1 GROUP VEL ACCOUNT OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (Exact Name of Registrant) FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY 440 Lincoln Street Worcester MA 01653 (Address of Principal Executive Office) Mary Eldridge, Secretary 440 Lincoln Street Worcester MA 01653 (Name and Address of Agent for Service of Process) It is proposed that this filing will become effective: ___ immediately upon filing pursuant to paragraph (b) ___ on (date) pursuant to paragraph (b) ___ 60 days after filing pursuant to paragraph (a) (1) ___ on (date) pursuant to paragraph (a) (1) ___ this post-effective amendment designates a new effective date for a previously filed post-effective amendment FLEXIBLE PREMIUM VARIABLE LIFE Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940 Act"), Registrant hereby declares that an indefinite amount of its securities is being registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2 Notice for the issuer's fiscal year ended December 31, 2000 was filed on or before March 30, 2001. Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registrations Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date or dates as the Commission, acting pursuant to said Section 8(a) may determine. Registrant is making this filing in order to register a new flexible premium variable life policy, under Securities Act of 1933. RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS
ITEM NO. OF FORM N-8B-2 CAPTION IN PROSPECTUS ------------ --------------------- 1................................Cover Page 2................................Cover Page 3................................Not Applicable 4................................Distribution 5................................The Company, The Group VEL Account 6................................The Group VEL Account 7................................Not Applicable 8................................Not Applicable 9................................Legal Proceedings 10...............................Summary; Description of the Company, The Group VEL Account and the Underlying Funds; The Certificate; Certificate Termination and Reinstatement; Other Certificate Provisions 11...............................Summary; The Trust, Investment Objectives and Policies 12...............................Summary; The Underlying Funds 13...............................Summary; The Underlying Funds; Charges and Deductions 14...............................Summary; Enrollment Form for a Certificate 15...............................Summary; Enrollment Form for a Certificate; Premium Payments; Allocation of Net Premiums 16.............................. The Group VEL Account; The Underlying Funds; Premium Payments; Allocation of Net Premiums 17...............................Summary; Surrender; Partial Withdrawal; Charges and Deductions; Certificate Termination and Reinstatement 18...............................The Group VEL Account; The Underlying Funds; Premium Payments Reports; Voting Rights 20...............................Not Applicable 21...............................Summary; Certificate Loans; Other Certificate Provisions 22...............................Other Certificate Provisions 23...............................Not Required 24...............................Other Certificate Provisions 25...............................The Company 26...............................Not Applicable 27...............................The Company 28...............................Directors and Principal Officers of the Company 29...............................The Company 30...............................Not Applicable 31...............................Not Applicable 32...............................Not Applicable 33...............................Not Applicable 34...............................Not Applicable 35...............................Distribution 36...............................Not Applicable 37...............................Not Applicable 38...............................Summary; Distribution 39...............................Summary; Distribution 40...............................Not Applicable 41...............................The Company, Distribution 42...............................Not Applicable 43...............................Not Applicable 44...............................Premium Payments; Certificate Value and Surrender Value 45...............................Not Applicable 46...............................Certificate Value and Surrender Value; Federal Tax Considerations 47...............................The Company 48...............................Not Applicable 49...............................Not Applicable 50...............................The Group VEL Account 51...............................Cover Page; Summary; Charges and Deductions; The Certificate; Certificate Termination and Reinstatement; Other Certificate Provisions 52...............................Addition, Deletion or Substitution of Investments 53...............................Federal Tax Considerations 54...............................Not Applicable 55...............................Not Applicable 56...............................Not Applicable 57...............................Not Applicable 58...............................Not Applicable 59...............................Not Applicable
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY 440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653 GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACTS GROUP VARIABLE LIFE This Prospectus provides important information about a group and individual flexible premium variable life insurance contract offered by First Allmerica Financial Life Insurance Company. (Individual policies or certificates under a group contract are collectively referred to as Certificates). Certificates are available to eligible applicants who are members of a non-qualified benefit plan generally having a minimum of five or more members, depending on the group, and who are Age 85 years old and under. PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND KEEP IT FOR FUTURE REFERENCE. The Certificates are funded through the Group VEL Account, a separate investment account of the Company that is referred to as the Separate Account and through the Fixed Account. The Separate Account is subdivided into Sub-Accounts. Each Sub-Account invests exclusively in shares of one of the following Funds: ALLMERICA INVESTMENT TRUST FIDELITY VARIABLE INSURANCE PRODUCTS FUND II AIT Core Equity Fund Fidelity VIP II Contrafund-Registered AIT Government Bond Fund Trademark- Portfolio AIT Money Market Fund AIT Select Aggressive Growth Fund GOLDMAN SACHS VARIABLE INSURANCE TRUST AIT Select Capital Appreciation Fund Goldman Sachs VIT Capital Growth Fund AIT Select Emerging Markets Fund Goldman Sachs VIT CORE-SM- Large Cap Growth AIT Select Growth and Income Fund Fund AIT Select Growth Fund Goldman Sachs VIT CORE-SM- Small Cap AIT Select International Equity Fund Equity Fund AIT Select Investment Grade Income Fund AIT Select Strategic Growth Fund J.P. MORGAN SERIES TRUST II AIT Select Strategic Income Fund J.P. Morgan Small Company Portfolio AIT Select Value Opportunity Fund JANUS ASPEN SERIES (SERVICE SHARES) CREDIT SUISSE WARBURG PINCUS TRUST Janus Aspen Aggressive Growth Portfolio Credit Suisse Warburg Pincus Global Post- Venture Capital Portfolio PIMCO VARIABLE INSURANCE TRUST Credit Suisse Warburg Pincus Small PIMCO Total Return Bond Portfolio II Company Growth Portfolio T. ROWE PRICE INTERNATIONAL SERIES, INC. DEUTSCHE ASSET MANAGEMENT VIT FUNDS T. Rowe Price International Stock Portfolio Deutsche VIT Equity 500 Index Deutsche VIT Small Cap Index Fund THE UNIVERSAL INSTITUTIONAL FUNDS, INC. FIDELITY VARIABLE INSURANCE PRODUCTS FUND UIF Technology Portfolio Fidelity VIP Equity-Income Portfolio Fidelity VIP Growth Portfolio Fidelity VIP High Income Portfolio Fidelity VIP Overseas Portfolio
THE CERTIFICATES ARE NOT SUITABLE FOR SHORT-TERM INVESTMENT. VARIABLE LIFE POLICIES INVOLVE RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL. IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH THE CERTIFICATE. WE OFFER A VARIETY OF VARIABLE LIFE POLICIES. THEY MAY OFFER FEATURES INCLUDING INVESTMENT OPTIONS, FEES AND/OR CHARGES THAT ARE DIFFERENT FROM THOSE IN THE POLICIES OFFERED BY THIS PROSPECTUS. THE POLICIES MAY BE OFFERED THROUGH DIFFERENT DISTRIBUTORS. UPON REQUEST, YOUR FINANCIAL REPRESENTATIVE CAN SHOW YOU INFORMATION REGARDING OTHER LIFE POLICIES OFFERED BY THE COMPANY. YOU CAN ALSO CONTACT US DIRECTLY TO FIND OUT MORE ABOUT THESE LIFE POLICIES. THIS LIFE CERTIFICATE IS NOT: A BANK DEPOSIT OR OBLIGATION; OR FEDERALLY INSURED; OR ENDORSED BY ANY BANK OR GOVERNMENTAL AGENCY. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THE INFORMATION IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus can also be obtained from the Securities and Exchange Commission's website (http://www.sec.gov). CORRESPONDENCE MAY BE MAILED TO: ALLMERICA LIFE P.O. BOX 8179 BOSTON, MA 02266-8179 PROSPECTUS DATED JULY 3, 2001 TABLE OF CONTENTS SPECIAL TERMS............................................... 3 SUMMARY OF FEES AND CHARGES................................. 6 SUMMARY OF CERTIFICATE FEATURES............................. 11 DESCRIPTION OF THE COMPANY, THE SEPARATE ACCOUNT, AND THE UNDERLYING FUNDS........................................... 17 INVESTMENT OBJECTIVES AND POLICIES.......................... 20 VOTING RIGHTS............................................... 23 ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 23 THE CERTIFICATE............................................. 24 Enrollment Form for a Certificate......................... 24 Free-Look Period.......................................... 25 Conversion Privileges..................................... 25 Premium Payments.......................................... 25 Allocation of Net Premiums................................ 26 Transfer Privilege........................................ 27 Election of Death Benefit Options......................... 28 Guideline Premium Test and Cash Value Accumulation Test... 28 Death Proceeds............................................ 29 Change in Death Benefit Option............................ 30 Change in Face Amount..................................... 31 Certificate Value and Surrender Value..................... 32 Payment Options........................................... 33 Optional Insurance Benefits............................... 33 Surrender................................................. 33 Partial Withdrawal........................................ 33 CHARGES AND DEDUCTIONS...................................... 34 Premium Expense Charge.................................... 35 Monthly Deduction from Certificate Value.................. 35 Charges Reflected in the Assets of the Separate Account... 38 Transaction Charge on Partial Withdrawal.................. 38 Transfer Charges.......................................... 39 Other Administrative Charges.............................. 39 CERTIFICATE LOANS........................................... 39 CERTIFICATE TERMINATION AND REINSTATEMENT................... 40 OTHER CERTIFICATE PROVISIONS................................ 41 DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY............. 43 DISTRIBUTION................................................ 44 REPORTS..................................................... 44 LEGAL PROCEEDINGS........................................... 44 FURTHER INFORMATION......................................... 45 FEDERAL TAX CONSIDERATIONS.................................. 45 The Company and the Separate Account...................... 45 Taxation of the Certificates.............................. 45 Certificate Loans......................................... 46 Modified Endowment Contracts.............................. 46 MORE INFORMATION ABOUT THE FIXED ACCOUNT.................... 47 INDEPENDENT ACCOUNTANTS..................................... 48 FINANCIAL STATEMENTS........................................ 48 APPENDIX A -- OPTIONAL BENEFITS............................. A-1 APPENDIX B -- PAYMENT OPTIONS............................... B-1 APPENDIX C -- ILLUSTRATIONS OF SUM INSURED, CERTIFICATE VALUES AND ACCUMULATED PREMIUMS............................ C-1 APPENDIX D -- MONTHLY EXPENSE CHARGE TABLE.................. D-1 APPENDIX E -- PERFORMANCE INFORMATION....................... E-1 FINANCIAL STATEMENTS........................................ FIN-1
2 SPECIAL TERMS AGE: The Insured's age as of the last birthday measured from a Certificate anniversary. ALLMERICA FINANCIAL: Allmerica Financial Life Insurance and Annuity Company. BENEFICIARY: The person(s) designated by the owner of the Certificate to receive the insurance proceeds upon the death of the Insured. CERTIFICATE CHANGE: Any change in the Face Amount, the addition or deletion of a rider, or a change in the Death Benefit Option. CERTIFICATE OWNER: The persons or entity entitled to exercise the rights and privileges under the certificate. CERTIFICATE VALUE: The total amount available for investment under a Certificate at any time. It is equal to the sum of (a) the value of the Units credited to a Certificate in the Sub-Accounts, and (b) the accumulation in the Fixed Account credited to that Certificate. DATE OF ISSUE: The date set forth in the Certificate used to determine the Monthly Processing Date, Certificate months, Certificate years, and Certificate anniversaries. DEATH BENEFIT: The amount payable upon the death of the Insured, before the Final Premium Payment Date, prior to deductions for any Outstanding Loan at the time of the Insured's death, and partial withdrawals, if any, and any due and unpaid Monthly Deductions. The amount of the Death Benefit will depend on the Death Benefit Option chosen, but will always be at least equal to the Face Amount. DEATH PROCEEDS: Prior to the Final Premium Payment Date, the Death Proceeds equal the amount calculated under the applicable Death Benefit Option, less any Outstanding Loan at the time of the Insured's death, partial withdrawals, if any, and any due and unpaid Monthly Deductions. After the Final Premium Payment Date, the Death Proceeds equal the Surrender Value of the Certificate. DELIVERY RECEIPT: An acknowledgment, signed by the Certificate Owner and returned to the Principal Office, that the Certificate Owner has received the Certificate and the Notice of Withdrawal Rights. ENROLLMENT FORM OR APPLICATION: The form that is completed and signed by the Owner and employee, if applicable, when applying for insurance coverage. EVIDENCE OF INSURABILITY: Information, satisfactory to the Company, that is used to determine the Insured's Underwriting Class. FACE AMOUNT: The total amount of insurance coverage applied for, including the base amount of insurance coverage ("Base Amount") and the benefit provided under the Insured Term Rider, if any. The Face Amount of each Certificate is set forth in the specifications pages of the Certificate. FINAL PREMIUM PAYMENT DATE: The Certificate anniversary nearest the Insured's 100th birthday. The Final Premium Payment Date is the latest date on which a premium payment may be made. After this date, the Death Proceeds equal the Surrender Value of the Certificate. The Net Death Benefit may be different before and after the Final Payment Date. See DEATH PROCEEDS. FIRST ALLMERICA: First Allmerica Financial Life Insurance Company. "We," "our," "us," and "the Company" refer to First Allmerica Financial Life Insurance Company in this Prospectus. 3 FIXED ACCOUNT: The Fixed Account is an investment option that is funded by the Company's general account. The general account includes all of the assets of the Company other than those held in a Separate Account. GUIDELINE ANNUAL PREMIUM: The annual amount of premium that would be payable through the Final Premium Payment Date for the specified Death Benefit, if premiums were fixed by the Company as to both timing and amount, and monthly cost of insurance charges were based on the 1980 Commissioners Standard Ordinary Mortality Tables (Age Last Birthday), Smoker or Non-Smoker, Male, Female, Unisex (Table B), net investment earnings at an annual effective rate of 5%, and fees and charges as set forth in the Certificate and any Certificate riders. GUIDELINE MINIMUM DEATH BENEFIT: The Guideline Minimum Death Benefit required to qualify the Certificate as "life insurance" under federal tax laws. The Guideline Minimum Death Benefit varies by Age. It is calculated by multiplying the Certificate Value by a percentage determined by the Insured's Age. The percentage factor is a percentage that, when multiplied by the Certificate Value, determines the Guideline Minimum death benefit required under federal tax laws. If Option 3 is in effect, the percentage factor is based on the Insured's attained age, sex, risk classification, as set forth in the Certificate. For both the Option 1 and the Option 2, the percentage factor is based on the Insured's attained age, as set forth in GUIDELINE MINIMUM DEATH BENEFIT TABLE IN DEATH PROCEEDS -- "GUIDELINE MINIMUM DEATH BENEFIT UNDER OPTION 1 AND OPTION 2." INSURANCE AMOUNT AT RISK: The Death Benefit less the Certificate Value. ISSUANCE: The date the Company mails the Certificate if the enrollment form is approved with no changes requiring your consent; otherwise, the date the Company receives your written consent to any changes. LOAN VALUE: The maximum amount that may be borrowed under the Certificate. MONTHLY DEDUCTION: Charges deducted monthly from the Certificate Value prior to the Final Premium Payment Date. The charges include the monthly cost of insurance, the monthly cost of any benefits provided by rider, the monthly Certificate administrative charge, the monthly expense charge, the monthly Separate Account administrative charge and the monthly mortality and expense risk charge. MONTHLY PROCESSING DATE: The date on which the Monthly Deduction is deducted from Certificate Value. NET PREMIUM: An amount equal to the premium less any premium expense charge. OUTSTANDING LOAN: All unpaid Certificate loans plus interest due or accrued on such loans. PRINCIPAL OFFICE: The Company's office, located at 440 Lincoln Street, Worcester, Massachusetts 01653. PRO-RATA ALLOCATION: In certain circumstances, you may specify from which Sub-Account certain deductions will be made or to which Sub-Account Certificate Value will be allocated. If you do not, the Company will allocate the deduction or Certificate Value among the Fixed Account and the Sub-Accounts, in the same proportion that the Certificate Value in the Fixed Account and the Certificate Value in each Sub-Account bear to the total unloaned Certificate Value on the date of deduction or allocation. SEPARATE ACCOUNT: A separate account consists of assets segregated from the Company's other assets. The investment performance of the assets of each separate account is determined separately from the other assets of the Company. The assets of a separate account which are equal to the reserves and other contract liabilities are not chargeable with liabilities arising out of any other business which the Company may conduct. SUB-ACCOUNT: A subdivision of the Separate Account. Each Sub-Account invests exclusively in the shares of a corresponding Underlying Fund. 4 SURRENDER CHARGE: There is no surrender charge. SURRENDER VALUE: The amount payable upon a full surrender of the Certificate. It is the Certificate Value, less any Outstanding Loan. UNDERLYING FUND ("FUNDS"): The Funds of the Allmerica Investment Trust ("AIT"), the Portfolios of Credit Suisse Warburg Pincus Trust ("Credit Suisse Warburg"), the Funds of Deutsche Asset Management VIT Funds ("Deutsche VIT"), the Portfolios of Fidelity Variable Insurance Products Fund ("Fidelity VIP") and Fidelity Variable Insurance Products Fund II ("Fidelity VIP II"), the Funds of Goldman Sachs Variable Insurance Trust ("Goldman Sachs VIT"), the Portfolio of Janus Aspen Series ("Janus Aspen"), J.P. Morgan Series Trust II ("J.P. Morgan"), PIMCO Variable Insurance Trust ("PIMCO"), T. Rowe Price International Series, Inc. ("T. Rowe Price"), and The Universal Institutional Funds, Inc. ("UIF"), are available under the Certificates. UNDERWRITING CLASS: The risk classification that the Company assigns the Insured based on the information in the enrollment form and any other Evidence of Insurability considered by the Company. The Insured's Underwriting Class will affect the cost of insurance charge, the monthly expense charge, and the amount of premium required to keep the Certificate in force. UNIT: A measure of your interest in a Sub-Account. VALUATION DATE: A day on which the net asset value of the shares of any of the Underlying Funds is determined and Unit values of the Sub-Accounts are determined. Valuation Dates currently occur on each day on which the New York Stock Exchange is open for trading, and on such other days (other than a day during which no payment, partial withdrawal, or surrender of a Certificate is received) when there is a sufficient degree of trading in an Underlying Fund's securities such that the current net asset value of the Sub-Accounts may be materially affected. VALUATION PERIOD: The interval between two consecutive Valuation Dates. WRITTEN REQUEST: A request by the Certificate Owner, in writing, satisfactory to the Company. YOU OR YOUR: The Certificate Owner, as shown in the enrollment form or the latest change filed with the Company. 5 SUMMARY OF FEES AND CHARGES PREMIUM EXPENSE CHARGE A charge may be deducted from each premium payment for state and local premium taxes paid by the Company, to compensate the Company for federal taxes imposed for deferred acquisition cost ("DAC") taxes, and for sales expenses related to the Certificates. State premium taxes generally range from 0.75% to 5%, while local premium taxes (if any) vary by jurisdiction within a state. The Federal DAC tax deduction may range from zero up to 2% (up to 4% for certain COLI policies) of premiums, depending on the group to which the Policy is issued. The charge for distribution expenses may range from zero to 10%. For more information, see CHARGES AND DEDUCTIONS -- "Premium Expense Charge." MONTHLY DEDUCTION FROM CERTIFICATE VALUE On the Date of Issue and each Monthly Processing Date thereafter prior to the Final Premium Payment Date, certain charges ("Monthly Deductions") will be deducted from the Certificate Value. The Monthly Deduction includes the following charges: - The cost of insurance. The amount charged for the cost of insurance will vary with the age and underwriting class of the Insured. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Certificate Value." - Certificate administrative expenses. The charge may be up to $10 monthly, depending on the group to which the Policy is issued. - For the first five Certificate years, a monthly expense charge to reimburse the Company for underwriting and acquisition costs. The charge is equal to a specified amount that varies with the Insured's Age and underwriting class for each $1,000 of the Certificate's Base Amount on the Date of Issue. For more information, see APPENDIX D -- MONTHLY EXPENSE CHARGE TABLE. - Separate Account administrative expenses. The Separate Account administrative charge may continue for up to 10 Certificate years and may be up to 0.25% of Certificate Value in each Sub-Account, depending on the group to which the Policy was issued. - Mortality and expense risks. The mortality and expense risk charge may be up to 0.90% of Certificate Value in each Sub-Account. You may specify from which Sub-Account the cost of insurance charge, the charge for Certificate administrative expenses, the Monthly Expense Charge, the mortality and expense risk charge, and any charge for the cost of additional benefits provided by rider will be deducted. If no allocation is specified, the Company will make a Pro-Rata Allocation. The Separate Account administrative charge and the mortality and expense risk charge are assessed against Certificate Value in each Sub-Account that generates a charge. In the event that a charge is greater than the value of the Sub-Account to which it relates on a Monthly Processing Date, the unpaid balance will be totaled and the Company will make a Pro-Rata Allocation. Monthly Deductions are made on the Date of Issue and on each Monthly Processing Date until the Final Premium Payment Date. After the Final Premium Payment Date, a deduction for mortality and expense risk charges will continue to be assessed monthly. No other Monthly Deductions will be made on or after the Final Premium Payment Date. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Certificate Value." 6 TRANSACTION CHARGES Each of the charges listed below is designed to reimburse the Company for administrative costs incurred in the applicable transaction. TRANSACTION CHARGE ON PARTIAL WITHDRAWALS A transaction charge, which is up to the smaller of $25 or 2% of the amount withdrawn, is assessed at the time of each partial withdrawal to reimburse the Company for the cost of processing the withdrawal. See CHARGES AND DEDUCTIONS -- "Transaction Charge on Partial Withdrawal." The transaction fee applies to all partial withdrawals. TRANSFER CHARGE The first twelve transfers of Certificate Value in a Certificate year will be free of charge. Thereafter, with certain exceptions, a transfer charge of $10 will be imposed for each transfer request to reimburse the Company for the costs of processing the transfer. This charge may be increased, but is guaranteed not to exceed $25. See THE CERTIFICATE -- "Transfer Privilege" and CHARGES AND DEDUCTIONS -- "Transfer Charges." OTHER ADMINISTRATIVE CHARGES -- The Company reserves the right to impose a charge (not to exceed $25) for the administrative costs associated with changing the Net Premium allocation instructions, for changes in face amount, for changing the allocation of any Monthly Deductions among the various Sub- Accounts, or for a projection of values. See CHARGES AND DEDUCTIONS -- "Other Administrative Charges." OPTIONAL RIDER CHARGES -- Additional insurance benefits may be made available under certain optional insurance riders for an additional charge. See APPENDIX A -- OPTIONAL BENEFITS. 7 CHARGES OF THE UNDERLYING FUNDS In addition to the charges described above, certain fees and expenses are deducted from the assets of the Underlying Investment Funds. The levels of fees and expenses vary among the Underlying Funds. The following table shows the expenses of the Underlying Funds for 2000.
OTHER EXPENSES TOTAL MANAGEMENT FEE (AFTER ANY FUND EXPENSES (AFTER ANY 12-B-1 WAIVERS/ (AFTER ANY WAIVERS/ UNDERLYING FUND VOLUNTARY WAIVERS) FEES+ REIMBURSEMENTS) REIMBURSEMENTS) --------------- ------------------ -------- --------------- ------------------- AIT Core Equity Fund*...................... 0.52% 0.00% 0.05% 0.57%(1)(2) AIT Government Bond Fund................... 0.50% 0.00% 0.11% 0.61%(1) AIT Money Market Fund*..................... 0.31% 0.00% 0.05% 0.36%(1) AIT Select Aggressive Growth Fund.......... 0.78% 0.00% 0.05% 0.83%(1)(2) AIT Select Capital Appreciation Fund....... 0.87% 0.00% 0.07% 0.94%(1)(2) AIT Select Emerging Markets Fund........... 1.35% 0.00% 0.54% 1.89%(1)(2) AIT Select Growth and Income Fund.......... 0.67% 0.00% 0.06% 0.73%(1) AIT Select Growth Fund..................... 0.76% 0.00% 0.05% 0.81%(1)(2) AIT Select International Equity Fund....... 0.88% 0.00% 0.11% 0.99%(1)(2) AIT Select Investment Grade Income Fund.... 0.42% 0.00% 0.07% 0.49%(1) AIT Select Strategic Growth Fund........... 0.85% 0.00% 0.30% 1.15%(1)(2) AIT Select Strategic Income Fund**......... 0.60% 0.00% 0.17% 0.77%(1) AIT Select Value Opportunity Fund.......... 0.88% 0.00% 0.06% 0.94%(1)(2) Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio............ 1.14% 0.00% 0.28% 1.42%(3)(4) Credit Suisse Warburg Pincus Small Company Growth Portfolio.......................... 0.90% 0.00% 0.23% 1.13%(3)(4) Deutsche VIT Equity 500 Index.............. 0.20% 0.00% 0.10% 0.30%(5) Deutsche VIT Small Cap Index............... 0.35% 0.00% 0.10% 0.45%(5) Fidelity VIP Equity-Income Portfolio....... 0.48% 0.00% 0.08% 0.56%(6) Fidelity VIP Growth Portfolio.............. 0.57% 0.00% 0.08% 0.65%(6) Fidelity VIP High Income Portfolio......... 0.58% 0.00% 0.10% 0.68%(6) Fidelity VIP Overseas Portfolio............ 0.72% 0.00% 0.17% 0.89%(6) Fidelity VIP II Contrafund-Registered Trademark- Portfolio................................. 0.57% 0.00% 0.09% 0.66%(6) Goldman Sachs VIT Capital Growth Fund...... 0.75% 0.00% 0.25% 1.00%(7) Goldman Sachs VIT CORE(SM) Large Cap Growth Fund...................................... 0.70% 0.00% 0.20% 0.90%(7)(8) Goldman Sachs VIT CORE(SM) Small Cap Equity Fund...................................... 0.75% 0.00% 0.25% 1.00%(7)(8) J.P. Morgan Small Company Portfolio........ 0.60% 0.00% 0.55% 1.15%(9) Janus Aspen Aggressive Growth Portfolio (Service Shares).......................... 0.65% 0.25% 0.02% 0.92%(10) PIMCO Total Return Bond Portfolio II....... 0.25% 0.15% 0.25% 0.65%(11 ) T. Rowe Price International Stock Portfolio................................. 1.05% 0.00% 0.00% 1.05%(12 ) UIF Technology Portfolio................... 0.59% 0.00% 0.56% 1.15%(13 )
+ The Company may receive service fees or 12b-1 fees from the Underlying Funds in return for providing certain services. In addition, the Company may receive fees from the investment advisers or other service providers for providing such services. * Effective October 1, 2000, the management fee rates for the AIT Core Equity Fund and AIT Money Market Fund were revised. The Management Fee and Total Fund Expense ratios shown in the table above have been adjusted to reflect current revised fee rates. 8 ** This portfolio commenced operations on July 3, 2000. "Other Expenses" are based upon estimated amounts for the current fiscal year. (1) Through December 31, 2001, Allmerica Financial Investment Management Services, Inc. ("AFIMS") has declared a voluntary expense limitation of 1.50% of average net assets for AIT Select International Equity Fund, 1.35% for AIT Select Aggressive Growth Fund and AIT Select Capital Appreciation Fund, 1.25% for AIT Select Value Opportunity Fund, 1.20% for AIT Select Growth Fund, AIT Select Strategic Growth Fund and AIT Core Equity Fund, 1.10% for AIT Select Growth and Income Fund, 1.00% for AIT Select Strategic Income Fund, AIT Select Investment Grade Income Fund and AIT Government Bond Fund, and 0.60% for AIT Money Market Fund. The total operating expenses of the funds were less than their respective expense limitations throughout 2000. In addition, through December 31, 2001, AFIMS has agreed to voluntarily waive its management fee to the extent that expenses of the AIT Select Emerging Markets Fund exceed 2.00% of the Fund's average daily net assets, except that such waiver shall not exceed the net amount of management fees earned by AFIMS from the Fund after subtracting fees paid by AFIMS to a sub-advisor. Through December 31, 2001, the AIT Select Value Opportunity Fund's management fee rate has been voluntarily limited to an annual rate of 0.90% of average daily net assets, and total expenses are limited to 1.25% of average daily net assets. The declaration of a voluntary management fee or expense limitation in any year does not bind AFIMS to declare future expense limitations with respect to these Funds. These limitations may be terminated at any time. (2) These Funds have entered into agreements with brokers whereby the brokers rebate a portion of commissions. These amounts have been treated as reductions of expenses. Including these reductions, total annual fund operating expenses were 0.52% for AIT Core Equity Fund, 0.81% for AIT Select Aggressive Growth Fund, 0.93% for AIT Select Capital Appreciation Fund, 1.84% for AIT Select Emerging Markets Fund, 0.80% for AIT Select Growth Fund, 0.98% for AIT Select International Equity Fund, 1.10% for AIT Select Strategic Growth Fund, and 0.87% for AIT Select Value Opportunity Fund. (3) Absent the waiver of fees and reimbursement of expenses by the Portfolio's investment adviser and/or co-administrator for the Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio and Credit Suisse Warburg Pincus Small Company Growth Portfolio, respectively, the Investment Management Fee would have equaled 1.25% and 0.90%; Other Expenses would have equaled 0.28% and 0.23%; and Total Fund Annual Expenses, would have equaled 1.53%,and 1.13%, respectively, based on actual fees and expenses for the fiscal year ended December 31, 2000. Fee waivers and expense reimbursements or credits may be discontinued at any time. (4) Interest earned on uninvested cash balances is used to offset portions of the transfer agent expenses. These arrangements resulted in a reduction to the Portfolios' net expense ratio by 0.02% for each of the Portfolios' year ended December 31, 2000. The Portfolios' operating expense ratio after reflecting these arrangements was 1.40% for the Credit Suisse Warburg Pincus Global Post Venture Capital Portfolio and 1.11% for the Credit Suisse Small Company Growth Portfolio. (5) The investment advisor of Deutsche VIT Equity 500 Index Fund and Deutsche VIT Small Cap Index Fund has voluntarily agreed to waive its fee and to reimburse the Fund for certain expenses resulting in a reduction of total expenses. Absent any waiver or reimbursement, the Total Fund Expenses would have been 0.34% and 0.69% for Deutsche VIT Equity 500 Index Fund and Deutsche VIT Small Cap Index Fund, respectively, for the year ended December 31, 2000. The waiver is voluntary, and may be terminated at any time. 9 (6) Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses, and/or because through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's custodian expenses. Reimbursement arrangements may be discontinued at any time. (7) Goldman Sachs Asset Management has voluntarily agreed to reduce or limit certain other expenses (excluding management fees, taxes, interest, brokerage fees, litigation and other extraordinary expenses) to the extent such expenses exceed the percentages stated in the above table (as calculated per annum) of each Fund's respective average daily net assets. Without any such limitation or reduction, the Other Expenses would have been 1.55% for the Goldman Sachs VIT CORE-SM- Small Cap Equity Fund, 1.84% for the Goldman Sachs VIT Capital Growth Fund and 1.23% for the Goldman Sachs VIT CORE-SM- Large Cap Growth Fund. The Investment Adviser may discontinue or modify any limitations in the future at its discretion. (8) CORE-SM- is a service mark of Goldman, Sachs & Co. (9) These fees reflect an agreement by Morgan Guaranty Trust Company of New York, an affiliate of J.P. Morgan, to reimburse the portfolio, to the extent certain expenses exceed 1.15% of the portfolio's average daily net assets during fiscal year 2001. Had there been no fee waiver and expense reimbursements, Other Expenses and Total Fund Expenses would have been 0.72% and 1.32%. (10) Expenses are based upon expenses for the fiscal year ended December 31, 2000, restated to reflect a reduction in the management fee for Janus Aspen Aggressive Growth Portfolio. Expenses are stated both with and without contractual waivers by Janus Capital. Waivers, if applicable, are first applied against the management fee and then against other expenses, and will continue until at least until the next annual renewal of the advisory agreement. All expenses are shown without the effect of any expense offset arrangements. (11) Other Expenses reflect a 0.25% Administration Fee. (12) Management fees include operating expenses. (13) Morgan Stanley Asset Management ("MSAM") has voluntarily agreed to waive its management fees and to reimburse the UIF Technology Portfolio if processing of such fees would cause the total annual operating expenses of the portfolio to exceed 1.15% for the UIF Technology Portfolio of average daily net assets. This fee waiver and reimbursement are voluntary and may be terminated at any time without notice. Without the reimbursement, Total Fund Expenses would have been 1.36% for the UIF Technology Portfolio in 2000. The Underlying Fund information above was provided by the Underlying Funds and was not independently verified by the Company. 10 SUMMARY OF CERTIFICATE FEATURES This Summary is intended to provide only a very brief overview of the more significant aspects of the Certificate. If you are considering the purchase of this product, you should read the remainder of this Prospectus carefully before making a decision. It offers a more complete presentation of the topics presented here, and will help you better understand the product. However, the Certificate, together with its attached application, constitutes the entire agreement between you and the Company. Within limits, you may choose the amount of initial premium desired and the initial Death Benefit. You have the flexibility to vary the frequency and amount of premium payments, subject to certain restrictions and conditions. You may withdraw a portion of the Certificate's Surrender Value, or the Certificate may be fully surrendered at any time, subject to certain limitations. There is no guaranteed minimum Certificate Value. The value of a Certificate will vary up or down to reflect the investment experience of allocations to the Sub-Accounts and the fixed rates of interest earned by allocations to the Fixed Account. The Certificate Value will also be adjusted for other factors, including the amount of charges imposed. The Certificate will remain in effect so long as the Certificate Value less any Outstanding Loan is sufficient to pay certain monthly charges imposed in connection with the Certificate. The Certificate Value may decrease to the point where the Certificate will lapse and provide no further death benefit without additional premium payments. You may choose among three Death Benefit Options. See THE CERTIFICATE -- "Election of Death Benefit Options" and "Guideline Premium Test and Cash Value Accumulation Test." If the Certificate is in effect at the death of the Insured, the Company will pay a Death Benefit (the "Death Proceeds") to the Beneficiary. Prior to the Final Premium Payment Date, the Death Proceeds equal the Death Benefit, less any Outstanding Loan, partial withdrawals, and any due and unpaid charges. After the Final Premium Payment Date, the Death Proceeds equal the Surrender Value of the Certificate. A Minimum Death Benefit, equivalent to a percentage of the Certificate Value, will apply if greater than the Death Benefit otherwise payable. In certain circumstances, a Certificate may be considered a "modified endowment contract." Under the Internal Revenue Code ("Code"), any Certificate loan, partial withdrawal or surrender from a modified endowment contract may be subject to tax and tax penalties. See FEDERAL TAX CONSIDERATIONS -- "Modified Endowment Contracts." THE CERTIFICATE The Certificate allows you, subject to certain limitations, to make premium payments in any amount and frequency. As long as the Certificate remains in force, it will provide for: - life insurance coverage on the named Insured; - Certificate Value; - surrender rights and partial withdrawal rights; - loan privileges; and - in some cases, additional insurance benefits available by rider. The Certificates provide Death Benefits, Certificate Values, and other features traditionally associated with life insurance policies. The Certificates are "variable" because, unlike the fixed benefits of ordinary whole life insurance, the Certificate Value will, and under certain circumstances the Death Proceeds may, increase or decrease depending on the investment experience of the Sub-Accounts of the Separate Account. They are 11 "flexible premium" Certificates, because, unlike traditional insurance policies, there is no fixed schedule for premium payments. However, you may be required to provide evidence of insurability as a condition to our accepting any payment that would increase the Insurance Amount at Risk (the Death Benefit less the Certificate Value). See THE CERTIFICATE -- "Premium Payments." Although you may establish a schedule of premium payments ("planned premium payments"), failure to make the planned premium payments will not necessarily cause a Certificate to lapse, nor will making the planned premium payments guarantee that a Certificate will remain in force. Thus, you may, but are not required to, pay additional premiums. The Company may limit the maximum payment received in any certificate year, but in no event will the limit be less than the maximum Level Premium shown in the Certificate. The Certificate will remain in force until the Surrender Value is insufficient to cover the next Monthly Deduction and loan interest accrued, if any, and a grace period of 62 days has expired without adequate payment being made by you. See CERTIFICATE TERMINATION AND REINSTATEMENT. CERTIFICATE VALUE AND SURRENDER VALUE The Certificate Value is the total amount available for investment under a Certificate at any time. It is the sum of the value of all Units in the Sub-Accounts of the Separate Account and all accumulations in the Fixed Account of the Company credited to the Certificate. The Certificate Value reflects the amount and frequency of Net Premiums paid, charges and deductions imposed under the Certificate, interest credited to accumulations in the Fixed Account, investment performance of the Sub-Accounts to which Certificate Value has been allocated, and partial withdrawals. The Certificate Value may be relevant to the computation of the Death Proceeds. You bear the entire investment risk for amounts allocated to the Separate Account. The Company does not guarantee a minimum Certificate Value. The Surrender Value will be the Certificate Value, less any Outstanding Loan. The Surrender Value is relevant, for example, in the computation of the amounts available upon partial withdrawals, Certificate loans or surrender. ALLOCATION OF NET PREMIUMS Net Premiums are the premiums paid less any premium expense charge. The Certificate, together with its attached enrollment form, constitutes the entire agreement between you and the Company. Net Premiums may be allocated to one or more Sub-Accounts of the Separate Account, to the Fixed Account, or to any combination of accounts. You bear the investment risk of Net Premiums allocated to the Sub-Accounts. Allocations may be made to no more than 20 Sub-Accounts at any one time. The minimum allocation is 1% of Net Premium. All allocations must be in whole numbers and must total 100%. See THE CERTIFICATE -- "Allocation of Net Premiums." CERTIFICATE ISSUANCE At the time of enrollment, the Owner and Insured, if applicable, will complete an enrollment form. Upon payment of the initial premium, temporary insurance will be provided. If any premiums are paid prior to the issuance of the Certificate, such premiums will be held in the Fixed Account. If your enrollment form is approved and the Certificate is issued and accepted, the initial premiums held in the Fixed Account will be credited with interest at a specified rate beginning not later than the date of receipt of the premiums at the Company's Principal Office. If a Certificate is not issued and accepted, the initial premiums will be returned to you without interest. Premiums allocated to the Fixed Account will earn a fixed rate of interest. Net Premiums and minimum interest are guaranteed by the Company. For more information, see MORE INFORMATION ABOUT THE FIXED ACCOUNT. 12 If your Certificate provides for a full refund of the initial payment under its "Right to Examine Certificate" provision (as may be required in your state), upon issuance all Certificate Value in the Fixed Account that you initially designated to go to the Separate Account will be transferred to the Sub-Account investing in the AIT Money Market Fund. All Certificate Value will be allocated as you have chosen not later than the expiration of the period during which you may exercise the "Right to Examine Certificate" provision. See THE CERTIFICATE -- "Enrollment Form for a Certificate" and "Free-Look Period." FREE-LOOK PERIOD The Certificate provides for an initial Free-Look Period. You may cancel the Certificate by returning it to us or to one of our representatives within 10 days (or such later date as required in your state) after you receive the Certificate. If your Certificate was purchased in New York as a replacement for an existing policy, you have the right to cancel for up to 60 days after your receive the Certificate. After an increase in the Face Amount, a right to cancel the increase also applies. When you return the Certificate, the Company will mail a refund to you within seven days. The refund of any premium paid by check may be delayed until the check has cleared your bank. If your Certificate provides for a full refund of the initial premium under its "Right-to-Examine Certificate" provision as required in you state, your refund will be the greater of (a) your entire premium, or (b) the Certificate Value plus deductions under the Certificate, or by the Underlying Funds for taxes, charges or fees. If your Certificate does not provide for a full refund of the initial premium, you will receive the Certificate Value in the Separate Account, plus premiums paid (including fees and charges), minus the amounts allocated to the Separate Account, plus the fees and charges imposed on amounts in the Separate Account." For more information, see THE CERTIFICATE -- "Free-Look Period." CONVERSION PRIVILEGES During the first 24 Certificate months after the Date of Issue, subject to certain restrictions, you may convert the Certificate to a flexible premium fixed adjustable life insurance Certificate by simultaneously transferring all accumulated value in the Sub-Accounts to the Fixed Account and instructing the Company to allocate all future premiums to the Fixed Account. Where required by state law, and at your request, the Company will issue a flexible premium adjustable life insurance policy to you. The new Certificate will have the same face amount, issue Age, Date of Issue, and risk classifications as the original Certificate. See THE CERTIFICATE -- "Conversion Privileges." PARTIAL WITHDRAWAL After the first Certificate year, you may make partial withdrawals in a minimum amount of $500 from the Certificate Value. Under Option 1 or Option 3, the Face Amount is reduced by the amount of the partial withdrawal, and a partial withdrawal will not be allowed if it would reduce the Face Amount below $40,000. A transaction charge will be assessed to reimburse the Company for the cost of processing each partial withdrawal. See THE CERTIFICATE -- "Partial Withdrawal" and CHARGES AND DEDUCTIONS -- "Charges on Partial Withdrawal." LOAN PRIVILEGE You may borrow against the Certificate Value. The total amount you may borrow is the Loan Value. The Loan Value is 90% of an amount equal to Certificate Value. Certificate loans will be allocated among the Fixed Account and the Sub-Accounts in accordance with your instructions. If no allocation is made by you, the Company will make a Pro-Rata Allocation among the Accounts. In either case, Certificate Value equal to the Certificate loan will be transferred from the appropriate Sub-Accounts to the Fixed Account, and will earn monthly interest at an effective annual rate of not less 13 than 4%. Therefore, a Certificate loan may have a permanent impact on the Certificate Value even though it is eventually repaid. Although the loan amount is a part of the Certificate Value, the Death Proceeds will be reduced by the amount of any Outstanding Loan at the time of death. The Company will charge interest on Certificate loans at a fixed rate that is guaranteed not to be greater than 5.5% per year, due and payable in arrears at the end of each Certificate year. If interest is not paid when due, it will be added to the loan balance. Certificate loans may be repaid at any time. You must notify the Company if a payment is a loan repayment; otherwise, it will be considered a premium payment. Any partial or full repayment of any Outstanding Loan by you will be allocated to the Fixed Account or Sub-Accounts in accordance with your instructions. If you do not specify an allocation, the Company will allocate the loan repayment in accordance with your most recent premium allocation instructions. See CERTIFICATE LOANS. PREFERRED LOAN OPTION If approved in your state, a preferred loan option is automatically available under the Certificates. It may be revoked by you upon written request at any time. If this option is available, after the tenth certificate anniversary Certificate Value in the Fixed Account equal to the loan amount will be credited with interest at an effective annual yield of not less than 4%. Preferred loans currently are charged interest at a fixed rate guaranteed not to be greater than 4.5%. There is some uncertainty as to the tax treatment of a preferred loan, which may be treated as a taxable withdrawal from the Certificate. See FEDERAL TAX CONSIDERATIONS -- "Certificate Loans." Consult a qualified tax adviser (and see FEDERAL TAX CONSIDERATIONS). THE PREFERRED LOAN OPTION IS NOT AVAILABLE IN ALL STATES. CERTIFICATE LAPSE AND REINSTATEMENT Failure to make premium payments will not cause a Certificate to lapse unless: (a) the Certificate Value is insufficient to cover the next Monthly Deduction plus loan interest accrued, if any, or (b) Outstanding Loan exceeds the Certificate Value. A 62-day grace period applies to each situation. Subject to certain conditions (including Evidence of Insurability showing that the Insured is insurable according to the Company's underwriting rules and the payment of sufficient premium), the Certificate may be reinstated at any time within three years after the expiration of the grace period and prior to the Final Premium Payment Date. See CERTIFICATE TERMINATION AND REINSTATEMENT. DEATH PROCEEDS The Certificate provides for the payment of certain Death Proceeds to the named Beneficiary upon the death of the Insured. The Death Proceeds under the Certificate may be received in a lump sum or under one of the Payment Options the Company offers. See APPENDIX B -- PAYMENT OPTIONS. Three Death Benefit Options are available. Under Option 1 and Option 3, the Death Benefit is the greater of the Face Amount or the applicable Minimum Death Benefit. Under Option 2, the Death Benefit is the greater of the Face Amount plus the Certificate Value or the Minimum Death Benefit. The Minimum Death Benefit is equivalent to a percentage (determined each month based on the Insured's Age) of the Certificate Value. See THE CERTIFICATE -- "Election of Death Benefit Options" and "Guideline Premium Test and Cash Value Accumulation Test." Prior to the Final Premium Payment Date, the Death Proceeds will be equal to the Death Benefit, reduced by any Outstanding Loan, partial withdrawals, and any Monthly Deductions due and not yet deducted through the Certificate month in which the Insured dies. On or after the Final Premium Payment Date, the Death Proceeds will equal the Surrender Value. See THE CERTIFICATE -- "Death Proceeds." 14 FLEXIBILITY TO ADJUST DEATH BENEFIT Subject to certain limitations, you may adjust the Death Benefit (and thus the Death Proceeds), at any time prior to the Final Premium Payment Date by increasing or decreasing the Face Amount of the Certificate. Any change in the Face Amount will affect the monthly cost of insurance charges. See THE CERTIFICATE -- "Change in Face Amount." The minimum increase in the Face Amount will vary by group, but will in no event exceed $10,000. Any increase may also require additional Evidence of Insurability. The increase is subject to a "free-look period" and, during the first 24 months after the increase, to a conversion privilege. See THE CERTIFICATE -- "Free-Look Period" and "Conversion Privileges." You may, depending on the group to which the Policy is issued, have the flexibility to add additional insurance benefits by rider. These may include the Insured Term Rider. See APPENDIX A -- OPTIONAL BENEFITS. The cost of these optional insurance benefits, if any, will be deducted from the Certificate Value as part of the Monthly Deduction. See CHARGES AND DEDUCTIONS --- "Monthly Deduction from Certificate Value." INVESTMENT OPTIONS The Certificates permit Net Premiums to be allocated either to the Fixed Account or to the Separate Account. Currently, the Policyholder may select up to 23 Sub-Accounts (the 13 Sub-Accounts investing in the Underlying Funds of AIT plus up to 10 other Sub-Accounts) of the 30 that are available under the Policy. A Certificates Owner may have allocations in up to 20 Sub-Accounts at one time. Each Sub-Account invests exclusively in a corresponding Underlying Fund of one of the following: - Allmerica Investment Trust ("AIT") managed by Allmerica Financial Investment Management Services, Inc. ("AFIMS"). - Credit Suisse Warburg Pincus Trust managed by Credit Suisse Asset Management, LLC ("CSAM"). - Deutsche Asset Management VIT Funds managed by Bankers Trust Company ("DeAM"). - Fidelity Variable Insurance Products Fund ("Fidelity VIP") or the Fidelity Variable Insurance Products Fund II ("Fidelity VIP II") managed by Fidelity Management & Research Company ("FMR"). - Goldman Sachs Variable Insurance Trust managed by Goldman Sachs Asset Management ("GSAM"). - J.P. Morgan Series Trust II managed by J.P. Morgan Investment Management Inc. - Janus Aspen Series managed by Janus Capital ("Janus Capital"). - PIMCO Variable Insurance Trust managed by Pacific Investment Management Company LLC ("PIMCO"). - T. Rowe Price International Series, Inc. ("T. Rowe Price") managed by T. Rowe Price International, Inc. ("Price-International"). - The Universal Institutional Funds, Inc. ("UIF"), managed by Morgan Stanley Asset Management ("MSAM"). 15 The value of each Sub-Account will vary daily depending upon the performance of the Underlying Fund in which it invests. The Certificates permit you to transfer Certificate Value among the available Sub-Accounts and between the Sub-Accounts and the Fixed Account, subject to certain limitations described under THE CERTIFICATE -- "Transfer Privilege." In some states, insurance regulations may restrict the availability of particular Underlying Funds. There can be no assurance that the investment objectives of the Underlying Funds can be achieved. For more information, see DESCRIPTION OF THE COMPANY, THE SEPARATE ACCOUNT, AND THE UNDERLYING FUNDS. TAX TREATMENT The Certificate is generally subject to the same federal income tax treatment as a conventional fixed benefit life insurance policy. Under current tax law, to the extent there is no change in benefits, you will be taxed on the Certificate Value withdrawn from the Certificate only to the extent that the amount withdrawn exceeds the total premiums paid. Withdrawals in excess of premiums paid will be treated as ordinary income. During the first 15 Certificate years, however, an "interest-first" rule applies to any distribution of cash that is required under Section 7702 of the Code because of a reduction in benefits under the Certificate. Death Proceeds under the Certificate are excludable from the gross income of the Beneficiary, but in some circumstances the Death Proceeds or the Certificate Value may be subject to federal estate tax. See FEDERAL TAX CONSIDERATIONS -- "Taxation of the Certificates." The Certificate offered by this Prospectus may be considered a "modified endowment contract" if it fails a "seven-pay" test. A Certificate fails to satisfy the seven-pay test if the cumulative premiums paid under the Certificate at any time during the first seven Certificate years, or within seven years of a material change in the Certificate, exceed the sum of the net level premiums that would have been paid, had the Certificate provided for paid-up future benefits after the payment of seven level annual premiums. If the Certificate is considered a modified endowment contract, all distributions (including Certificate loans, partial withdrawals, surrenders or assignments) will be taxed on an "income-first" basis. With certain exceptions, an additional 10% penalty will be imposed on the portion of any distribution that is includible in income. For more information, see FEDERAL TAX CONSIDERATIONS -- "Modified Endowment Contracts." ------------------------ THIS SUMMARY IS INTENDED TO PROVIDE ONLY A VERY BRIEF OVERVIEW OF THE MORE SIGNIFICANT ASPECTS OF THE CERTIFICATE. THE PROSPECTUS AND THE CERTIFICATE PROVIDE FURTHER DETAIL. THE CERTIFICATE PROVIDES INSURANCE PROTECTION FOR THE NAMED BENEFICIARY. THE CERTIFICATE AND ITS ATTACHED APPLICATION OR ENROLLMENT FORM ARE THE ENTIRE AGREEMENT BETWEEN YOU AND THE COMPANY. THE PURPOSE OF THE CERTIFICATE IS TO PROVIDE INSURANCE PROTECTION FOR THE BENEFICIARY. IT MAY NOT BE ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE AS A REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE, OR IF YOU ALREADY OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CERTIFICATE. NO CLAIM IS MADE THAT THE CERTIFICATE IS IN ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND. 16 DESCRIPTION OF THE COMPANY, THE SEPARATE ACCOUNT, AND THE UNDERLYING FUNDS THE COMPANY The Company, organized under the laws of Massachusetts in 1844, is the fifth oldest life insurance company in America. Effective October 16, 1995, the Company converted from a mutual life insurance company known as State Mutual Life Assurance Company of America to a stock life insurance company and adopted its present name. As of December 31, 2000, the Company and its subsidiaries had over $24 billion in combined assets and over $34 billion of life insurance in force. The Company is a wholly owned subsidiary of Allmerica Financial Corporation ("AFC"). The Company's Principal Office is located at 440 Lincoln Street, Worcester, Massachusetts 01653, telephone 508-855-1000 ("Principal Office"). The Company is subject to the laws of the Commonwealth of Massachusetts governing insurance companies and to regulations by the Commissioner of Insurance of Massachusetts. In addition, the Company is subject to the insurance laws and regulations of other states and jurisdictions in which it is licensed to operate. The Company is a charter member of the Insurance Marketplace Standards Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set of standards that cover the various aspects of sales and service for individually sold life insurance and annuities. IMSA members have adopted policies and procedures that demonstrate a commitment to honesty, fairness and integrity in all customer contacts involving sales and service of individual life insurance and annuity products. THE SEPARATE ACCOUNT Our Board of Directors authorized the establishment of the Variable Account by vote on August 20,1991. The Variable Account meets the definition of "separate account" under federal securities laws. It is registered with the Securities and Exchange Commission ("SEC") as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"). This registration does not involve SEC supervision of the management or investment practices or policies of the Variable Account or of the Company. We reserve the right, subject to law, to change the names of the Variable Account and the Sub-Accounts. The assets used to fund the variable portion of the Certificates are set aside in the Separate Account and are kept separate and apart from the general assets of the Company. Under Massachusetts law, assets equal to the reserves and other liabilities of the Separate Account may not be charged with any liabilities arising out of any other business of the Company. Currently, the Policyholder may select up to 23 Sub-Accounts (the 13 Sub-Accounts investing in the Underlying Funds of AIT plus up to 10 other Sub-Accounts) of the 30 that are available under the Policy. The Certificate Owners may make allocations only to those selected Sub-Accounts over the life of the Policy. A Certificate Owner may have allocations in up to 20 Sub-Accounts at any one time. Each Sub-Account is administered and accounted for as part of the general business of the Company, but the income, capital gains, or capital losses of each Sub-Account are allocated to such Sub-Account, without regard to other income, capital gains, or capital losses of the Company or the other Sub-Accounts. Each Sub-Account invests exclusively in a corresponding investment portfolio ("Underlying Fund") of the Allmerica Investment Trust, the Deutsche Asset Management VIT Funds, the Fidelity Variable Insurance Products Fund, the Fidelity Variable Insurance Products Fund II, the Goldman Sachs Variable Insurance Trust, the Janus Aspen Series, the J.P. Morgan Series Trust II, the PIMCO Variable Insurance Trust, the T. Rowe Price International Series, Inc., The Universal Institutional Funds, Inc., or the Credit Suisse Warburg Pincus Trust. THE UNDERLYING FUNDS Each Underlying Fund pays a management fee to an investment manager or adviser for managing and providing services to the Underlying Fund. However, management fee waivers and/or reimbursements may be 17 in effect for certain or all of the Underlying Funds. For specific information regarding the existence and effect of any waiver/reimbursements see "CHARGES OF THE UNDERLYING FUNDS" under the SUMMARY OF FEES AND CHARGES section. The prospectuses of the Underlying Funds also contain information regarding fees for advisory services and should be read in conjunction with this prospectus. ALLMERICA INVESTMENT TRUST Allmerica Investment Trust ("AIT") is an open-end, diversified, management investment company registered with the SEC under the 1940 Act. The Trust was established as a Massachusetts business trust on October 11, 1984 for the purpose of providing a vehicle for the investment of assets of various separate accounts established by First Allmerica, the Company, or other insurance companies. Thirteen investment portfolios ("Funds") of AIT are available under the Certificates, each issuing a series of shares: AIT Core Equity Fund, AIT Government Bond Fund, AIT Money Market Fund, AIT Select Aggressive Growth Fund, AIT Select Capital Appreciation Fund, AIT Select Emerging Markets Fund, AIT Select Growth and Income Fund, AIT Select Growth Fund, AIT Select International Equity Fund, AIT Select Investment Grade Income Fund, AIT Select Strategic Growth Fund, AIT Select Strategic Income Fund and AIT Select Value Opportunity Fund. Allmerica Financial Investment Management Services, Inc. ("AFIMS") serves as investment manager of the Trust. Under the Management Agreement with the Trust, AFIMS has entered into agreements with investment advisers ("Sub-Advisers") selected by AFIMS and Trustees. Under each Sub-Adviser Agreement, the Sub-Adviser is authorized to engage in portfolio transactions on behalf of the Fund, subject to the Trustee's instructions. The Sub-Advisers (other than Allmerica Asset Management, Inc.) are not affiliated with the Company or the Trust. CREDIT SUISSE WARBURG PINCUS TRUST Credit Suisse Warburg Pincus Trust is an open-end, management investment company registered with the SEC. It was organized as a Massachusetts business trust on March 15, 1995. Two of its Portfolios are currently available under this Certificate: Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio and Credit Suisse Warburg Pincus Small Company Growth Portfolio. Credit Suisse Asset Management, LLC ("CSAM") is the investment adviser of the Credit Suisse Warburg Pincus Trust. Abbott Capital Management, LLC ("Abbott") serves as sub-investment adviser for the Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio with respect to the Portfolio's investments in private-equity portfolios. DEUTSCHE ASSET MANAGEMENT VIT FUNDS Deutsche Asset Management VIT Funds ("Deutsche VIT") is an open-end management investment company which is registered under the 1940 Act, as amended, and was organized as a Massachusetts business trust on January 19, 1996. Deutsche Asset Management (DeAM) is a broad-based global investment firm that provides asset management capabilities to a variety of institutional clients worldwide. DeAM presence in all of the major investment markets give our clients a truly global network and product range. DeAM manages U.S., international, emerging markets, fixed income and is a known leader in index strategies. Deutsche Asset Management, Inc. serves as investment adviser to the Deutsche VIT Equity 500 Index Fund and Deutsche VIT Small Cap Index Fund. FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity Variable Insurance Products Fund ("Fidelity VIP"), managed by Fidelity Management & Research Company ("FMR"), is an open-end, diversified, management investment company organized as a Massachusetts business trust on November 13, 1981, and is registered with the SEC under the 1940 Act. Four of its investment portfolios are available under the Certificates: the Fidelity VIP High Income Portfolio, Fidelity VIP Equity-Income Portfolio, Fidelity VIP Growth Portfolio and Fidelity VIP Overseas Portfolio. FMR is one of America's largest investment management organizations, and has its principal business address at 82 Devonshire Street, Boston, Massachusetts. FMR is the original Fidelity company, founded in 1946. It provides a number of mutual funds and other clients with investment research and portfolio management services. The Portfolios of Fidelity VIP, as part of their operating expenses, pay a monthly management fee to 18 FMR for managing investments and business affairs. Various Fidelity companies perform certain activities required to operate VIP. The prospectus of Fidelity VIP contains additional information concerning the Portfolios, including information concerning additional expenses paid by the Portfolios, and should be read in conjunction with this Prospectus. FIDELITY VARIABLE INSURANCE PRODUCTS FUND II Fidelity Variable Insurance Products Fund II ("Fidelity VIP II"), managed by FMR (see discussion under "Fidelity Variable Insurance Products Fund"), is an open-end, diversified, management investment company organized as a Massachusetts business trust on March 21, 1988 and is registered with the SEC under the 1940 Act. One of its investment portfolios is available under the Certificate: Fidelity VIP II Contrafund-Registered Trademark- Portfolio. GOLDMAN SACHS VARIABLE INSURANCE TRUST Goldman Sachs Variable Insurance Trust ("Goldman Sachs VIT") is an open-end, management investment company which was formed under the laws of the state of Delaware in 1997. Goldman Sachs Asset Management ("GSAM"), as a business trust of the Investment Management Division of Goldman, Sachs & Co., serves as investment adviser to the Goldman Sachs VIT CORE-SM- Small Cap Equity Fund, Goldman Sachs VIT Capital Growth Fund and the Goldman Sachs VIT CORE-SM- Large Cap Growth Fund. J.P. MORGAN SERIES TRUST II J.P. Morgan Series Trust II (the "Trust"), a Delaware Business Trust, is an open-end diversified management investment company established to provide for the investment of assets of separate accounts of life insurance companies and of qualified pension and retirement plans outside of the separate account context. J.P. Morgan Investment Management Inc. is the investment adviser for the J.P. Morgan Small Company Portfolio. JANUS ASPEN SERIES Janus Aspen Series ("Janus Aspen") is an open-end, management investment company registered with the SEC. It was organized as a Delaware Business trust on May 20, 1993. Janus Capital is the investment adviser of Janus Aspen. One of its investment portfolios is currently available under the Certificate: Janus Aspen Aggressive Growth Portfolio. PIMCO VARIABLE INSURANCE TRUST PIMCO Variable Insurance Trust (the "Trust"), a Delaware business trust, is an open-end management investment company established under a Trust Instrument dated October 3, 1997. Pacific Investment Management Company LLC ("PIMCO") is the investment adviser for the PIMCO Variable Insurance Trust and was organized in 1971. PIMCO provides investment management and advisory services to private accounts of institutional and individual clients and to mutual funds. One of its investment Portfolios is currently available under the Certificate: PIMCO Total Return Bond Portfolio II. T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Series, Inc. ("T. Rowe Price"), managed by T. Rowe Price International, Inc. ("Price-International"), is an open-end, diversified management investment company organized in 1994 as a Maryland Corporation, and is registered with the SEC under the 1940 Act. Price-International, the investment manager, is the successor to Rowe Price-Fleming International, Inc., founded in 1979 as a joint venture between T. Rowe Price Associates, Inc. and Robert Fleming Holdings, Limited. In 2000, Rowe Price-Fleming International became wholly owned by T. Rowe Price Associates, Inc. Price-International is one of the largest no-load international mutual fund asset managers, with approximately $32.7 billion (as of December 31, 2000) under management in its offices in Baltimore, London, Tokyo, Hong Kong, Singapore and Buenos Aires and Paris. One of its investment portfolios is available under the Policy: the T. Rowe Price International Stock Portfolio. An affiliate of Price-International, T. Rowe Price Associates, Inc. serves as Sub-Adviser to the AIT Select Capital Appreciation Fund. 19 THE UNIVERSAL INSTITUTIONAL FUNDS, INC. The Universal Institutional Funds, Inc. ("UIF") is an open-end, management investment company that was organized as a Maryland corporation on March 26, 1996. One of its investment portfolios is currently available under the Certificate: UIF Technology Portfolio. Morgan Stanley Asset Management ("MSAM") is the investment adviser for the UIF Technology Portfolio. On December 1, 1998, Morgan Stanley Asset Management Inc. changed its name to Morgan Stanley Dean Witter Investment Management Inc. but continues to do business in certain instances using the name Morgan Stanley Asset Management. INVESTMENT OBJECTIVES AND POLICIES A summary of investment objectives of each of the Underlying Funds is set forth below. The Underlying Funds are listed by general investment risk characteristics. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES, RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING FUNDS AND OTHER RELEVANT INFORMATION REGARDING THE UNDERLYING INVESTMENT COMPANIES MAY BE FOUND IN THEIR RESPECTIVE PROSPECTUSES WHICH ACCOMPANY THIS PROSPECTUS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. The statements of additional information of the Underlying Funds are available upon request. There can be no assurance that the investment objectives of the Underlying Funds can be achieved. AIT CORE EQUITY FUND -- seeks to achieve long-term growth of capital through investments primarily in common stocks and securities convertible into common stocks that are believed to represent significant underlying value in relation to current market prices. Realization of current investment income, if any, is incidental to this objective. AIT GOVERNMENT BOND FUND -- seeks high income, preservation of capital and maintenance of liquidity, primarily through investments in debt instruments issued or guaranteed by the U.S. Government or its agencies or instrumentalities, and in related options, futures and repurchase agreements. AIT MONEY MARKET FUND -- seeks to obtain maximum current income consistent with the preservation of capital and liquidity. AIT SELECT AGGRESSIVE GROWTH FUND -- seeks above-average capital appreciation by investing primarily in common stocks of companies which are believed to have significant potential for capital appreciation. AIT SELECT CAPITAL APPRECIATION FUND -- seeks long-term growth of capital. Realization of income is not a significant investment consideration, and any income realized on the Fund's investments will be incidental to its primary objective. AIT SELECT EMERGING MARKETS FUND -- seeks long-term growth of capital by investing in the world's emerging markets. AIT SELECT GROWTH AND INCOME FUND -- seeks a combination of long-term growth of capital and current income. The Fund will invest primarily in dividend-paying common stocks and securities convertible into common stocks. AIT SELECT GROWTH FUND -- seeks to achieve long-term growth of capital by investing in a diversified portfolio consisting primarily of common stocks selected on the basis of their long-term growth potential. AIT SELECT INTERNATIONAL EQUITY FUND -- seeks maximum long-term total return (capital appreciation and income) primarily by investing in common stocks of established non-U.S. companies. AIT SELECT INVESTMENT GRADE INCOME FUND -- seeks as high a level of total return (including both income and capital appreciation) as is consistent with prudent investment management. 20 AIT SELECT STRATEGIC GROWTH FUND -- seeks long-term capital appreciation. AIT SELECT STRATEGIC INCOME FUND -- seeks to maximize total return, consistent with prudent investment management and liquidity needs, by investing in various types of fixed income securities. AIT SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by investing primarily in a diversified portfolio of common stocks of small and mid-size companies, whose securities at the time of purchase are considered by the Sub-Adviser to be undervalued. CREDIT SUISSE WARBURG PINCUS GLOBAL POST-VENTURE CAPITAL PORTFOLIO -- seeks long-term growth of capital. To pursue this goal, it invests primarily in equity securities of U.S. and foreign companies considered to be in their post-venture capital stage of development. CREDIT SUISSE WARBURG PINCUS SMALL COMPANY GROWTH PORTFOLIO -- seeks long-term growth of capital. To pursue this goal, it invests in equity securities of small U.S. growth companies. DEUTSCHE VIT EQUITY 500 INDEX -- seeks to match, as closely as possible, before expenses, the performance of the Standard& Poor's Composite Stock Price Index (the "S&P Index"), which emphasizes stocks of large U.S. Companies. DEUTSCHE VIT SMALL CAP INDEX -- seeks to match, as closely as possible, before expenses, the performance of the Russell 2000 Small Stock Index, which emphasizes stocks of small U.S. companies. FIDELITY VIP EQUITY-INCOME PORTFOLIO -- seeks reasonable income by investing primarily in income-producing equity securities. In choosing these securities, the Portfolio also will consider the potential for capital appreciation. The Portfolio's goal is to achieve a yield which exceeds the composite yield on the securities comprising the S&P 500. The Portfolio may invest in high yielding, lower-rated fixed-income securities (commonly referred to as "junk bonds") which are subject to greater risk than investments in higher-rated securities. See "Risks of Lower-Rated Debt Securities" in the Fidelity VIP prospectus. FIDELITY VIP GROWTH PORTFOLIO -- seeks to achieve capital appreciation. The Portfolio normally purchases common stocks, although its investments are not restricted to any one type of security. Capital appreciation also may be found in other types of securities, including bonds and preferred stocks. FIDELITY VIP HIGH INCOME PORTFOLIO -- seeks to obtain a high level of current income, while also considering growth of capital. FIDELITY VIP OVERSEAS PORTFOLIO -- seeks long-term growth of capita l and provides a means for aggressive investors to diversify their own portfolios by participating in companies and economies outside of the United States. FIDELITY VIP II CONTRAFUND-REGISTERED TRADEMARK- PORTFOLIO -- seeks long-term capital appreciation. The Portfolio invests primarily in common stocks of domestic and foreign issuers whose value is not fully recognized by the public. The Portfolio may invest in either growth stocks or value stocks or both. GOLDMAN SACHS VIT CAPITAL GROWTH FUND* -- seeks long-term growth of capital. The Fund seeks this objective by investing in a diversified portfolio of companies strategically posed for long-term growth. GOLDMAN SACHS VIT CORE-SM- LARGE CAP GROWTH FUND* -- seeks long-term growth of capital. The Fund seeks this objective by investing in a broadly diversified portfolio of equity securities that are expected to have better prospects for earnings growth than the growth rate of the general domestic economy. Dividend income is a secondary consideration. 21 GOLDMAN SACHS VIT CORE-SM- SMALL CAP EQUITY FUND* -- seeks long-term growth of capital. The Fund seeks this objective by investing in a broadly diversified portfolio of equity securities of U.S. issuers which are included in the Russell 2000 Index at the time of investment. J.P. MORGAN SMALL COMPANY PORTFOLIO -- seeks to provide high total return from a portfolio of small company stocks. JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO (SERVICE SHARES) -- seeks long-term growth of capital. The Portfolio invests primarily in common stocks of medium-sized companies selected for their growth potential. PIMCO TOTAL RETURN BOND PORTFOLIO II -- seeks to maximize total return, consistent with preservation of capital and prudent investment management. T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO -- seeks long-term growth of capital through investments primarily in common stocks of established, non-U.S. companies. UIF TECHNOLOGY PORTFOLIO -- seeks long-term capital appreciation by investing primarily in equity securities of companies that the investment adviser expects will benefit from their involvement in technology and technology-related industries. CERTAIN UNDERLYING FUNDS HAVE INVESTMENT OBJECTIVES AND/OR POLICIES SIMILAR TO THOSE OF CERTAIN OTHER UNDERLYING FUNDS. THEREFORE, TO CHOOSE THE SUB-ACCOUNTS WHICH WILL BEST MEET YOUR NEEDS AND OBJECTIVES, CAREFULLY READ THE PROSPECTUSES OF THE UNDERLYING FUNDS ALONG WITH THIS PROSPECTUS. IN SOME STATES, INSURANCE REGULATIONS MAY RESTRICT THE AVAILABILITY OF PARTICULAR SUB-ACCOUNTS. If required in your state, in the event of a material change in the investment policy of a Sub-Account or the Underlying Fund in which it invests, you will be notified of the change. If you have Certificate Value in that Sub-Account, the Company will transfer it without charge on written request by you to another Sub-Account or to the Fixed Account. The Company must receive your Written Request within sixty (60) days of the later of (1) the effective date of such change in the investment policy, or (2) the receipt of the notice of your right to transfer. You may then change your premium and deduction allocation percentages. * The investment objectives and policies of the Goldman Sachs VIT Funds are similar to the investment objectives and policies of other mutual funds that GSAM manages. Although the objectives and policies may be similar, the investment results of the VIT Funds may be higher or lower than the results of such other mutual funds. GSAM cannot guarantee, and makes no representation, that the investment results of similar funds will be comparable even though the funds have the same investment adviser. 22 VOTING RIGHTS To the extent required by law, the Company will vote Underlying Fund shares held by each Sub-Account in accordance with instructions received from Certificate Owners with Certificate Value in such Sub-Account. If the 1940 Act or any rules thereunder should be amended, or if the present interpretation of the 1940 Act or such rules should change, and as a result the Company determines that it is permitted to vote shares in its own right, whether or not such shares are attributable to the Certificates, the Company reserves the right to do so. Each person having a voting interest will be provided with proxy materials of the respective Underlying Fund, together with an appropriate form with which to give voting instructions to the Company. Shares held in each Sub-Account for which no timely instructions are received will be voted in proportion to the instructions that are received. The Company will also vote shares held in the Separate Account that it owns and which are not attributable to Certificates in the same proportion. The number of votes which a Certificate Owner has the right to instruct will be determined by the Company as of the record date established for the Underlying Fund. This number is determined by dividing each Certificate Owner's Certificate Value in the Sub-Account, if any, by the net asset value of one share in the corresponding Underlying Fund. We may, when required by state insurance regulatory authorities, disregard voting instructions if the instructions require that the Fund shares be voted so as (1) to cause a change in the subclassification or investment objective of one or more of the Funds, or (2) to approve or disapprove an investment advisory contract for the Funds. In addition, the Company may disregard voting instructions that are in favor of any change in the investment policies or in any investment adviser or principal underwriter if the change has been initiated by Certificate Owners or the Trustees. Our disapproval of any such change must be reasonable and, in the case of a change in investment policies or investment adviser, based on a good faith determination that such change would be contrary to state law or otherwise is inappropriate in light of the objectives and purposes of the Funds. In the event we do disregard voting instructions, a summary of and the reasons for that action will be included in the next periodic report to Certificate Owners. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS The Company reserves the right, subject to applicable law, to make additions to, deletions from, or substitutions for the shares that are held in the Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any Underlying Fund are no longer available for investment or if, in the Company's judgment, further investment in any Underlying Fund should become inappropriate in view of the purposes of the Separate Account or the affected Sub-Account, the Company may redeem the shares of that Underlying Fund and substitute shares of another registered open-end management company. The Company will not substitute any shares attributable to a Certificate interest in a Sub-Account without notice to the Certificate Owner and prior approval of the SEC and state insurance authorities, to the extent required by the 1940 Act or other applicable law. The Separate Account may, to the extent permitted by law, purchase other securities for other certificates or permit a conversion between certificates upon request by a Certificate Owner. The Company also reserves the right to establish additional Sub-Accounts of the Separate Account, each of which would invest in shares corresponding to a new Underlying Fund, or in shares of another investment company having a specified investment objective. Subject to applicable law and any required SEC approval, the Company may, in its sole discretion, establish new Sub-Accounts or eliminate one or more Sub-Accounts if marketing needs, tax considerations or investment conditions warrant. Any new Sub-Accounts may be made available to existing Certificate Owners on a basis to be determined by the Company. 23 If the Company deems it to be in the best interest of Certificate Owners, and subject to any approvals that may be required under applicable law, the Separate Account or any Sub-Accounts may be operated as a management company under the 1940 Act, may be deregistered under the 1940 Act if registration is no longer required, or may be combined with other Sub-Accounts or other separate accounts of the Company. Shares of the Funds of AIT are also issued to separate accounts of the Company and its affiliates which issue variable annuity contracts ("mixed funding"). Shares of the portfolios of the Underlying Funds are also issued to variable annuity and variable life separate accounts of other unaffiliated insurance companies ("mixed and shared funding"). It is conceivable that in the future such mixed funding or shared funding may be disadvantageous for variable life contract owners or variable annuity contract owners. Although the Company and the Underlying Funds do not currently foresee any such disadvantages, the Company and the respective Trustees intend to monitor events in order to identify any material conflicts between such contract owners and to determine what action, if any, should be taken in response thereto. If the Trustees were to conclude that separate funds should be established for variable life and variable annuity separate accounts, the Company will bear the expenses. If any of these substitutions or changes are made, the Company may, by appropriate endorsement, change the Certificate to reflect the substitution or change and will notify Certificate Owners of all such changes. THE CERTIFICATE The Certificates may be issued either as certificates under a group policy or as individual policies to members of a particular group. The Insured is generally an individual who is an employee or a member of a group. Under a group policy, the owner of the Certificates is generally an employer or a trustee of a trust. However, the Certificates may be owned either by the employer/trustee or by individuals. The Certificate may be issued with an Insured Term Rider. Depending on your circumstances, it may be less costly to purchase more insurance coverage under the Insured Term Rider than under the Base Amount of insurance coverage. ENROLLMENT FORM FOR A CERTIFICATE Upon receipt at its Principal Office of a completed enrollment form from a prospective Certificate Owner, the Company will follow certain insurance underwriting procedures designed to determine whether the proposed Insured is insurable. This process may involve such verification procedures as medical examinations and may require that further information be provided by the proposed Certificate Owner before a determination of insurability can be made. A Certificate cannot be issued until this underwriting procedure has been completed. The Company reserves the right to reject an enrollment form which does not meet the Company's underwriting guidelines, but in underwriting insurance, the Company shall comply with all applicable federal and state prohibitions concerning unfair discrimination. At the time of enrollment, the Owner and Insured, if applicable, will generally complete an enrollment form. Upon payment of the initial premium, temporary insurance will be provided. Issuance of the continuing insurance coverage provided under the Certificate is dependent upon completion of the underwriting requirements, payment of sufficient initial premium, and delivery of the Certificate while the Insured is still living. Pending completion of insurance underwriting and Certificate issuance procedures, any initial premiums will be held in the Fixed Account. If the enrollment form is approved and the Certificate is issued and accepted, the initial premium held in the Fixed Account will be credited with interest not later than the date of receipt of the premium at the Principal Office. IF THE CERTIFICATE IS NOT ISSUED, THE PREMIUMS WILL BE RETURNED TO YOU WITHOUT INTEREST. 24 If your Certificate provides for a full refund of the initial payment under its "Right to Examine Certificate" provision (as may be required in your state), upon issuance all Certificate Value in the Fixed Account that you initially designated to go to the Separate Account will be transferred to the Sub-Account investing in the AIT Money Market Fund. All Certificate Value will be allocated as you have chosen not later than the expiration of the period during which you may exercise the "Right to Examine Certificate" provision. See "Free Look Period," below. FREE-LOOK PERIOD The Certificate provides for an initial Free-Look Period. You may cancel the Certificate by returning it to us or to one of our representatives on or before the tenth day (or such later date as required in your state) after you receive the Certificate. If your Certificate was purchased in New York as a replacement for an existing policy, you have the right to cancel for up to 60 days after your receive the Certificate. When you return the Certificate, the Company will mail a refund to you within seven days. The refund of any premium paid by check may be delayed until the check has cleared your bank. If the Certificate provides for a full refund of the initial premium under its "Right-to-Examine Certificate" provision as required in your state, your refund will be the greater of (a) your entire premium, or (b) the Certificate Value plus deductions under the Certificate or by the Underlying Funds for taxes, charges or fees. If the Certificate does not provide for a full refund of the initial premium, you will receive the Certificate Value in the Separate Account, plus premiums paid (including fees and charges), minus the amounts allocated to the Separate Account, plus the fees and charges imposed on amounts in the Separate Account. After an increase in the Face Amount, a right to cancel the increase also applies. The Company will mail or personally deliver a notice of a "Free Look" with respect to the increase. You will have the right to cancel the increase before the latest of (a) 45 days after the enrollment form for the increase is signed, or (b) 10 days after you receive the new specifications pages issued for the increase. Upon canceling the increase, you will receive a credit to the Certificate Value of charges which would not have been deducted but for the increase. The amount to be credited will be refunded if you so request. CONVERSION PRIVILEGES Once during the first 24 months after the Date of Issue or after the effective date of an increase in Face Amount, while the Certificate is in force, you may convert your Certificate without Evidence of Insurability to a flexible premium adjustable life insurance policy with fixed and guaranteed minimum benefits. Assuming that there have been no increases in the initial Face Amount, you can accomplish this within 24 months after the Date of Issue by transferring, without charge, the Certificate Value in the Separate Account to the Fixed Account and by simultaneously changing your premium allocation instructions to allocate future premium payments to the Fixed Account. Within 24 months after the effective date of each increase, you can transfer, without charge, all or part of the Certificate Value in the Separate Account to the Fixed Account and simultaneously change your premium allocation instructions to allocate all or part of future premium payments to the Fixed Account. Where required by state law, and at your request, the Company will issue a flexible premium adjustable life insurance policy to you. The new policy will have the same face amount, issue age, date of issue, and risk classification as the original Certificate. PREMIUM PAYMENTS Premium payments are payable to the Company, and may be mailed to the Principal Office or paid through an authorized agent of the Company. All premium payments after the initial premium payment are credited to the Separate Account or Fixed Account as of date of receipt at the Principal Office. 25 You may establish a schedule of planned premiums that will be billed by the Company at regular intervals. Failure to pay planned premiums, however, will not itself cause the Certificate to lapse. You may also make unscheduled premium payments at any time prior to the Final Premium Payment Date or skip planned premium payments, subject to the maximum and minimum premium limitations described below. Therefore, unlike conventional insurance policies, a Certificate does not obligate you to pay premiums in accordance with a rigid and inflexible premium schedule. You may also elect to pay premiums by means of a monthly automatic payment ("MAP") procedure. Under a MAP procedure, amounts will be deducted from your checking account each month, generally on the Monthly Processing Date, and applied as a premium under the Certificate. The minimum payment permitted under MAP is $400. Premiums are not limited as to frequency and number. However, you may be required to provide evidence of insurability as a condition to our accepting any payment that would increase the Insurance Amount at Risk (the Death Benefit less the Certificate Value). If evidence of insurability is required, the Company will return the payment to you and if your payment exceeds our maximum limit (defined below) the Company may not accept any additional payments which would increase the Insurance Amount at Risk and shall not provide any additional death benefit until (1) evidence of insurability for the Insured has been received by the Company and (2) the Company has notified you that the Insured is in a satisfactory underwriting class. You may then make payments that increase the Insurance Amount at Risk for 60 days (but not later than the Final Payment Date) following the date of such notification by the Company. No premium payment may be less than $400 without the Company's consent. Moreover, premium payments must be sufficient to cover the next Monthly Deduction plus loan interest accrued, or the Certificate may lapse. See CERTIFICATE TERMINATION AND REINSTATEMENT. The Company may limit the maximum payment received in any certificate year but in no event will the limit be less than the maximum premium shown in the Certificate. In no event may the total of all premiums paid exceed the current maximum premium limitations set forth in the Certificate. These maximum premium limitations will change whenever there is any change in the Face Amount, the addition or deletion of a rider, or a change in the Death Benefit Option. If a premium is paid which would result in total premiums exceeding the current maximum premium limitations under Federal tax laws, the Company may only accept that portion of the premiums which shall make total premiums equal the maximum. Any part of the premiums in excess of that amount will be returned and no further premiums will be accepted until allowed by the current maximum premium limitation prescribed by Internal Revenue Service ("IRS") rules. Notwithstanding the current maximum premium limitations, however, the Company will accept a premium which is needed in order to prevent a lapse of the Certificate during a Certificate year. See CERTIFICATE TERMINATION AND REINSTATEMENT. ALLOCATION OF NET PREMIUMS The Net Premium equals the premium paid less any premium expense charge. In the enrollment form for the Certificate, you indicate the initial allocation of Net Premiums among the Fixed Account and the Sub-Accounts of the Separate Account. You may allocate premiums to one or more Sub-Accounts, but may not have Certificate Value in more than twenty Sub-Accounts at any one time. The minimum amount which may be allocated to a Sub-Account is 1% of Net Premium paid. Allocation percentages must be in whole numbers (for example, 33 1/3% may not be chosen) and must total 100%. You may change the allocation of future Net Premiums at any time pursuant to written or telephone request. If allocation changes by telephone are elected by the Certificate Owner, a properly completed authorization form must be on file before telephone requests will be honored. The policy of the Company and its agents and affiliates is that they will not be responsible for losses resulting from acting upon telephone requests 26 reasonably believed to be genuine. The Company will employ reasonable procedures to confirm that instructions communicated by telephone are genuine; otherwise, the Company may be liable for any losses due to unauthorized or fraudulent instructions. Such procedures may include, among other things, requiring some form of personal identification prior to acting upon instructions received by telephone. An allocation change will be effective as of the date of receipt of the notice at the Principal Office. No charge is currently imposed for changing premium allocation instructions. The Company reserves the right to impose such a charge in the future, but guarantees that the charge will not exceed $25. The Certificate Value in the Sub-Accounts will vary with their investment experience; you bear this investment risk. The investment performance may affect the Death Proceeds as well. Certificate Owners should periodically review their allocations of premiums and Certificate Value in light of market conditions and overall financial planning requirements. TRANSFER PRIVILEGE Subject to the Company's then current rules, you may at any time transfer the Certificate Value among the Sub-Accounts or between a Sub-Account and the Fixed Account. However, the Certificate Value held in the Fixed Account to secure a Certificate loan may not be transferred. The Company may at any time revoke, modify, or limit the transfer privilege. All requests for transfers must be made to the Principal Office. The amount transferred will be based on the Certificate Value in the Accounts next computed after receipt of the transfer order. The Company will make transfers pursuant to written or telephone requests. As discussed in THE CERTIFICATE -- "Allocation of Net Premiums," a properly completed authorization form must be on file at the Principal Office before telephone requests will be honored. Transfers to and from the Fixed Account are currently permitted only if: (a) There has been at least a ninety (90) day period since the last transfer from the Fixed Account; and (b) The amount transferred from the Fixed Account in each transfer does not exceed the lesser of $100,000 or 25% of the Accumulated Value under the Certificate. The first twelve transfers in a Certificate year will be free of any charge. Thereafter, a $10 transfer charge will be deducted from the amount transferred for each transfer in that Certificate year. The Company may increase or decrease this charge, but it is guaranteed never to exceed $25. The first automatic transfer counts as one transfer towards the twelve free transfers allowed in each Certificate year; each subsequent automatic transfer is without charge and does not reduce the remaining number of transfers which may be made free of charge. Any transfers made with respect to a conversion privilege, Certificate loan or material change in investment policy will not count towards the twelve free transfers. DOLLAR COST AVERAGING AND AUTOMATIC REBALANCING OPTIONS You may have automatic transfers of at least $100 each made on a periodic basis (a) from the Sub-Accounts which invest in the AIT Money Market Fund and AIT Government Bond Fund to one or more of the other Sub-Accounts ("Dollar Cost Averaging Option"), or (b) to automatically reallocate Certificate Value among the Sub-Accounts ("Automatic Rebalancing Option"). Automatic transfers may be made on a monthly, bimonthly, quarterly, semiannual or annual schedule. Generally, all transfers will be processed on the 15th of each scheduled month. However, if the 15th is not a business day or is the Monthly Processing Date, the automatic transfer will be processed on the next business day. The Dollar Cost Averaging Option and the Automatic Rebalancing Option may not be in effect at the same time. 27 TRANSFER PRIVILEGE SUBJECT TO POSSIBLE LIMITATIONS The transfer privilege is subject to the Company's consent. The Company reserves the right to impose limitations on transfers including, but not limited to: - the minimum or maximum amount that may be transferred, - the minimum amount that may remain in a Sub-Account following a transfer from that Sub-Account, - the minimum period of time between transfers, and - the maximum number of transfers in a period. The Certificates are not designed for use by individuals, professional market timing organizations, or other entities that do "market timing," programmed transfers, frequent transfers, or transfers that are large in relation to the total assets of an Underlying Portfolio. These and similar activities may be disruptive to the Underlying Portfolios, and may adversely affect an Underlying Portfolio's ability to invest effectively in accordance with its investment objectives and policies. If it appears that there is a pattern of transfers that coincides with a market timing strategy and/or that is disruptive to the Underlying Portfolios, the Company reserves the right to refuse transfers or to take other action to prevent or limit the use of such activities. ELECTION OF DEATH BENEFIT OPTIONS Federal tax law requires a Guideline Minimum Death Benefit in relation to cash value for a Certificate to qualify as life insurance. Under current federal tax law, either the Guideline Premium test or the Cash Value Accumulation test can be used to determine if the Certificate complies with the definition of "life insurance" in Section 7702 of the Code. At the time of application, the Certificate Owner may elect either of the tests. The Guideline Premium test limits the amount of premiums payable under a Certificate to a certain amount for an insured of a particular age and sex. Under the Guideline Premium test, the Certificate Owner may choose between Death Benefit Option 1 and Option 2, as described below. After issuance of the Certificate, the Certificate Owner may change the selection from Option 1 to Option 2 or vice versa. The Cash Value Accumulation test requires that the Death Benefit must be sufficient so that the Certificate Value, as defined in Section 7702, does not at any time exceed the net single premium required to fund the future benefits under the Certificate. In the event the maximum premium limit applies, we reserve the right to obtain evidence of insurability which is satisfactory to us as a condition to accepting excess premium. IF THE CASH VALUE ACCUMULATION TEST IS CHOSEN BY THE CERTIFICATE OWNER, ONLY DEATH BENEFIT OPTION 3 WILL APPLY. DEATH BENEFITS OPTION 1 AND OPTION 2 ARE NOT AVAILABLE UNDER THE CASH VALUE ACCUMULATION TEST. GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST There are two main differences between the Guideline Premium test and the Cash Value Accumulation test. First, the Guideline Premium test limits the amount of premium that may be paid into a Certificate, while no such limits apply under the Cash Value Accumulation test. Second, the factors that determine the Guideline Minimum Death Benefit relative to the Certificate Value are different. Required increases in the Guideline Minimum Death Benefit due to growth in Certificate Value will generally be greater under the Cash Value Accumulation test than under the Guideline Premium test. APPLICANTS FOR A POLICY SHOULD CONSULT A QUALIFIED TAX ADVISER IN CHOOSING A DEATH BENEFIT ELECTION. OPTION 1 -- LEVEL DEATH BENEFIT Under Option 1, the Death Benefit is equal to the greater of the Face Amount or the Guideline Minimum Death Benefit, as set forth in the table below. Under Option 1, the Death Benefit will remain level unless the 28 Guideline Minimum Death Benefit is greater than the Face Amount, in which case the Death Benefit will vary as the Certificate Value varies. Option 1 will offer the best opportunity for the Certificate Value under a Certificate to increase without increasing the Death Benefit as quickly as it might under the other options. The Death Benefit will never go below the Face Amount. OPTION 2 -- ADJUSTABLE DEATH BENEFIT Under Option 2, the Death Benefit is equal to the greater of the Face Amount plus the Certificate Value or the Guideline Minimum Death Benefit, as set forth in the table below. The Death Benefit will, therefore, vary as the Certificate Value changes, but will never be less than the Face Amount. Option 2 will offer the best opportunity for the Certificate Owner who would like to have an increasing Death Benefit as early as possible. The Death Benefit will increase whenever there is an increase in the Certificate Value, and will decrease whenever there is a decrease in the Certificate Value, but will never go below the Face Amount. OPTION 3 -- LEVEL DEATH BENEFIT WITH CASH VALUE ACCUMULATION TEST Under Option 3, the Death Benefit will equal the Face Amount, unless the Certificate Value, multiplied by the applicable Option 3 Death Benefit Factor, results in a higher Death Benefit. A complete list of Option 3 Death Benefit Factors is set forth in the Certificate. The applicable Death Benefit Factor depends upon the sex, risk classification, and then-attained age of the Insured. The Death Benefit Factor decreases slightly from year to year as the attained age of the Insured increases. Option 3 will offer the best opportunity for the Certificate Owner who is looking for an increasing death benefit in later Certificate years and/or would like to fund the Certificate at the "seven-pay" limit for the full seven years. When the Certificate Value multiplied by the applicable Death Benefit Factor exceeds the Face Amount, the Death Benefit will increase whenever there is an increase in the Certificate Value, and will decrease whenever there is a decrease in the Certificate Value, but will never go below the Face Amount. DEATH PROCEEDS As long as the Certificate remains in force (see CERTIFICATE TERMINATION AND REINSTATEMENT), the Company will, upon due proof of the Insured's death, pay the Death Proceeds of the Certificate to the named Beneficiary. The Company will normally pay the Death Proceeds within seven days of receiving due proof of the Insured's death, but the Company may delay payments under certain circumstances. See OTHER CERTIFICATE PROVISIONS -- "Postponement of Payments." The Death Proceeds may be received by the Beneficiary in a lump sum or under one or more of the payment options the Company offers. See APPENDIX B -- PAYMENT OPTIONS. The Death Proceeds payable depend on the current Face Amount and the Death Benefit Option that is in effect on the date of death. Prior to the Final Premium Payment Date, the Death Proceeds are: (a) the Death Benefit provided under Option 1, Option 2, or Option 3, whichever is in effect on the date of death; minus (b) any Outstanding Loan, any partial withdrawals, and any Monthly Deductions due and unpaid through the Certificate month in which the Insured dies. After the Final Premium Payment Date, the Death Proceeds equal the Surrender Value of the Certificate. The amount of Death Proceeds payable will be determined as of the date the Company receives due proof of the Insured's death for Option 2 and date of death for Options 1 and 3. MORE INFORMATION ABOUT DEATH BENEFIT OPTIONS 1 AND 2 If the Guideline Premium Test is chosen by the Certificate Owner, the Certificate Owner may choose between Death Benefit Option 1 or Option 2. The Certificate Owner may designate the desired Death Benefit Option in the enrollment form, and may change the option once per Certificate year by Written Request. There is no charge for a change in option. 29 GUIDELINE MINIMUM DEATH BENEFIT UNDER OPTION 1 AND OPTION 2 The Guideline Minimum Death Benefit under Option 1 or Option 2 is equal to a percentage of the Certificate Value as set forth below. The Guideline Minimum Death Benefit is determined in accordance with the Code regulations to ensure that the Certificate qualifies as a life insurance contract and that the insurance proceeds may be excluded from the gross income of the Beneficiary. GUIDELINE MINIMUM DEATH BENEFIT TABLE (Option 1 and Option 2)
Age of Insured Percentage of on Date of Death Certificate Value ---------------- ----------------- 40 and under........................................... 250% 45..................................................... 215% 50..................................................... 185% 55..................................................... 150% 60..................................................... 130% 65..................................................... 120% 70..................................................... 115% 75..................................................... 105% 80..................................................... 105% 85..................................................... 105% 90..................................................... 105% 95 and above........................................... 100%
For the Ages not listed, the progression between the listed Ages is linear. For any Face Amount, the amount of the Death Benefit and thus the Death Proceeds will be greater under Option 2 than under Option 1, since the Certificate Value is added to the specified Face Amount and included in the Death Proceeds only under Option 2. However, the cost of insurance included in the Monthly Deduction will be greater, and thus the rate at which Certificate Value will accumulate will be slower, under Option 2 than under Option 1. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Certificate Value." If you desire to have premium payments and investment performance reflected in the amount of the Death Benefit, you should choose Option 2. If you desire premium payments and investment performance reflected to the maximum extent in the Certificate Value, you should select Option 1. CHANGE IN DEATH BENEFIT OPTION Generally, if Death Benefit Option 1 or Option 2 is in effect, the Death Benefit Option in effect may be changed once each Certificate year by sending a Written Request for change to the Principal Office. The effective date of any such change will be the Monthly Processing Date on or following the date of receipt of the request. No charges will be imposed on changes in Death Benefit Options. IF OPTION 3 IS IN EFFECT, YOU MAY NOT CHANGE TO EITHER OPTION 1 OR OPTION 2. If the Death Benefit Option is changed from Option 2 to Option 1, the Face Amount will be increased to equal the Death Benefit which would have been payable under Option 2 on the effective date of the change (i.e., the Face Amount immediately prior to the change plus the Certificate Value on the date of the change). The amount of the Death Benefit will not be altered at the time of the change. However, the change in option will affect the determination of the Death Benefit from that point on, since the Certificate Value will no longer be added to the Face Amount in determining the Death Benefit. The Death Benefit will equal the new Face Amount (or, if higher, the Guideline Minimum Death Benefit). The cost of insurance may be higher or lower than it otherwise would have been since any increases or decreases in Certificate Value will, respectively, reduce or increase the Insurance Amount at Risk under Option 1. Assuming a positive net investment return with respect to any amounts in the Separate Account, changing the Death Benefit Option from Option 2 to 30 Option 1 will reduce the Insurance Amount at Risk and, therefore, the cost of insurance charge for all subsequent Monthly Deductions, compared to what such charge would have been if no such change were made. If the Death Benefit Option is changed from Option 1 to Option 2, the Face Amount will be decreased to equal the Death Benefit less the Certificate Value on the effective date of the change. This change may not be made if it would result in a Face Amount less than $40,000. A change from Option 1 to Option 2 will not alter the amount of the Death Benefit at the time of the change, but will affect the determination of the Death Benefit from that point on. Because the Certificate Value will be added to the new specified Face Amount, the Death Benefit will vary with the Certificate Value. Thus, under Option 2, the Insurance Amount at Risk will always equal the Face Amount unless the Guideline Minimum Death Benefit is in effect. The cost of insurance may also be higher or lower than it otherwise would have been without the change in Death Benefit Option. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Certificate Value." A change in Death Benefit Option may result in total premiums paid exceeding the then current maximum premium limitation determined by Internal Revenue Service Rules. In such event, the Company will pay the excess to the Certificate Owner. See THE CERTIFICATE -- "Premium Payments." CHANGE IN FACE AMOUNT Subject to certain limitations, you may increase or decrease the specified Face Amount of a Certificate at any time by submitting a Written Request to the Company. If the Insured Term Rider is in effect, any increase will be under the Insured Term Rider. Any increase or decrease in the specified Face Amount requested by you will generally become effective on the Monthly Processing Date on or next following the date of receipt of the request at the Principal Office or, if Evidence of Insurability is required, the date of approval of the request. INCREASES Along with the Written Request for an increase, you must submit satisfactory Evidence of Insurability. The consent of the Insured may also be required whenever the Face Amount is increased. A request for an increase in the Face Amount may not be less than an amount determined by the Company. This amount varies by group but in no event will this amount exceed $10,000. You may not increase the Face Amount after the Insured reaches Age 85. An increase must be accompanied by an additional premium if the Certificate Value is less than the sum of three Monthly Deductions. The effective date of the increase will generally be the first Monthly Processing Date on or following the date all of the conditions for the increase are met. An increase in the Face Amount will generally affect the Insurance Amount at Risk, and may affect the portion of the Insurance Amount at Risk included in various Underwriting Classes (if more than one Underwriting Class applies), both of which may affect the monthly cost of insurance charges. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Certificate Value." After increasing the Face Amount, you will have the right (1) during a Free-Look Period, to have the increase cancelled and the charges which would not have been deducted but for the increase will be credited to the Certificate, and (2) during the first 24 months following the increase, to transfer any or all Certificate Value to the Fixed Account free of charge. See THE CERTIFICATE -- "Free-Look Period" and "Conversion Privileges." A refund of charges which would not have been deducted but for the increase will be made at your request. DECREASES The minimum amount for a decrease in the Face Amount is $10,000. By current Company practice, the Face Amount in force after any decrease may not be less than $50,000. If, following a decrease in the Face Amount, the Certificate would not comply with the maximum premium limitation applicable under the IRS rules, the decrease may be limited or Certificate Value may be returned to the Certificate Owner (at your election) to the extent necessary to meet the requirements. A return of Certificate Value may result in tax liability to you. 31 A decrease in the Face Amount will affect the total Insurance Amount at Risk and the portion of the Insurance Amount at Risk covered by various Underwriting Classes, both of which may affect a Certificate Owner's monthly cost of insurance charges. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Certificate Value." For purposes of determining the cost of insurance charge, any decrease in the Face Amount will reduce the Face Amount in the following order: (a) the Face Amount provided by the most recent increase; (b) the next most recent increases successively; and (c) the initial Base Amount. CERTIFICATE VALUE AND SURRENDER VALUE The Certificate Value is the total amount available for investment and is equal to the sum of the accumulation in the Fixed Account and the value of the Units in the Sub-Accounts. The Certificate Value is used in determining the Surrender Value (the Certificate Value less any Outstanding Loan). See THE CERTIFICATE -- "Surrender." There is no guaranteed minimum Certificate Value. Because Certificate Value on any date depends upon a number of variables, it cannot be predetermined. Certificate Value and Surrender Value will reflect frequency and amount of Net Premiums paid, interest credited to accumulations in the Fixed Account, the investment performance of the chosen Sub-Accounts, any partial withdrawals, any loans, any loan repayments, any loan interest paid or credited, and any charges assessed in connection with the Certificate. CALCULATION OF CERTIFICATE VALUE The Certificate Value is determined on the Date of Issue and on each Valuation Date. On the Date of Issue, the Certificate Value will be the Net Premiums received, plus any interest earned during the underwriting period when premiums are held in the Fixed Account (before being transferred to the Separate Account; see THE CERTIFICATE -- "Enrollment Form for a Certificate") less any Monthly Deductions due. On each Valuation Date after the Date of Issue the Certificate Value will be: (1) the sum of the values in each of the Sub-Accounts on the Valuation Date, determined for each Sub-Account by multiplying the value of a Unit in that Sub-Account on that date by the number of such Units allocated to the Certificate; PLUS (2) the value in the Fixed Account (including any amounts transferred to the Fixed Account with respect to a loan). Thus, the Certificate Value is determined by multiplying the number of Units in each Sub-Account by their value on the particular Valuation Date, adding the products, and adding accumulations in the Fixed Account, if any. THE UNIT You allocate the Net Premiums among the Sub-Accounts. Allocations to the Sub-Accounts are credited to the Certificate in the form of Units. Units are credited separately for each Sub-Account. The number of Units of each Sub-Account credited to the Certificate is equal to the portion of the Net Premium allocated to the Sub-Account, divided by the dollar value of the applicable Unit as of the Valuation Date the payment is received at the Principal Office. The number of Units will remain fixed unless changed by a subsequent split of Unit value, transfer, partial withdrawal or surrender. In addition, if the Company is deducting the Monthly Deduction or other charges from a Sub-Account, each such deduction will result in cancellation of a number of Units equal in value to the amount deducted. The dollar value of a Unit of each Sub-Account varies from Valuation Date to Valuation Date based on the investment experience of that Sub-Account. That experience, in turn, will reflect the investment performance, expenses and charges of the respective Underlying Fund. The value of a Unit was set at $1.00 on the first Valuation Date for each Sub-Account. The dollar value of a Unit on a given Valuation Date is determined by 32 multiplying the dollar value of the corresponding Unit as of the immediately preceding Valuation Date by the appropriate net investment factor. NET INVESTMENT FACTOR The net investment factor measures the investment performance of a Sub-Account of the Separate Account during the Valuation Period just ended. The net investment factor for each Sub-Account is equal to 1.0000 plus the number arrived at by dividing (a) by (b), where (a) is the investment income of that Sub-Account for the Valuation Period, plus capital gains, realized or unrealized, credited during the Valuation Period; minus capital losses, realized or unrealized, charged during the Valuation Period; adjusted for provisions made for taxes, if any; and (b) is the value of that Sub-Account's assets at the beginning of the Valuation Period. The net investment factor may be greater or less than one. Therefore, the value of a Unit may increase or decrease. You bear the investment risk. Subject to applicable state and federal laws, the Company reserves the right to change the methodology used to determine the net investment factor. Allocations to the Fixed Account are not converted into Units, but are credited interest at a rate periodically set by the Company. See MORE INFORMATION ABOUT THE FIXED ACCOUNT. PAYMENT OPTIONS During the Insured's lifetime, you may arrange for the Death Proceeds to be paid in a single sum or under one or more of the payment options then offered by the Company. These payment options are also available at the Final Premium Payment Date and if the Certificate is surrendered. If no election is made, the Company will pay the Death Proceeds in a single sum. See APPENDIX B -- PAYMENT OPTIONS. OPTIONAL INSURANCE BENEFITS Subject to certain requirements, one or more of the optional insurance benefits described in APPENDIX A -- OPTIONAL BENEFITS may be added to a Certificate by rider. The cost, if any, of optional insurance benefits added by rider will be deducted as part of the Monthly Deduction. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Certificate Value." SURRENDER You may at any time surrender the Certificate and receive its Surrender Value. The Surrender Value is the Certificate Value, less any Outstanding Loan. The Surrender Value will be calculated as of the Valuation Date on which a Written Request for surrender and the Certificate are received at the Principal Office. The proceeds on surrender may be paid in a lump sum or under one of the payment options the Company offers. See APPENDIX B -- PAYMENT OPTIONS. The Company will normally pay the Surrender Value within seven days following the Company's receipt of the surrender request, but the Company may delay payment under the circumstances described in OTHER CERTIFICATE PROVISIONS -- "Postponement of Payments." For important tax considerations that may result from surrender see FEDERAL TAX CONSIDERATIONS. PARTIAL WITHDRAWAL Any time after the first Certificate year, you may withdraw a portion of the Surrender Value of the Certificate, subject to the limits stated below, upon Written Request filed at the Principal Office. The Written Request must indicate the dollar amount you wish to receive and the Accounts from which such amount is to be 33 withdrawn. You may allocate the amount withdrawn among the Sub-Accounts and the Fixed Account. If you do not provide allocation instructions, the Company will make a Pro-Rata Allocation. Each partial withdrawal must be in a minimum amount of $500. Under Option 1 or Option 3, the Face Amount is reduced by the amount of the partial withdrawal, and a partial withdrawal will not be allowed if it would reduce the Face Amount below $40,000. A partial withdrawal from a Sub-Account will result in the cancellation of the number of Units equivalent in value to the amount withdrawn. The amount withdrawn equals the amount requested by you plus the partial withdrawal transaction charge as described under CHARGES AND DEDUCTIONS -- "Transaction Charge on Partial Withdrawal." The Company will normally pay the amount of the partial withdrawal within seven days following the Company's receipt of the partial withdrawal request, but the Company may delay payment under certain circumstances described in OTHER CERTIFICATE PROVISIONS -- "Postponement of Payments." For important tax consequences which may result from partial withdrawals, see FEDERAL TAX CONSIDERATIONS. CHARGES AND DEDUCTIONS Charges will be deducted to compensate the Company for providing the insurance benefits set forth in the Certificate and any additional benefits added by rider, providing servicing, incurring distribution expenses, and assuming certain risks in connection with the Certificates. Certain of the charges described below may be reduced for Certificates issued in connection with a specific group under a non-qualified benefit plan. Charges and deductions may vary based on criteria, for example, such as the purpose for which the Certificates are purchased, the size of the benefit plan and the expected number of participants, the underwriting characteristics of the group, the levels and types of administrative services provided to the benefit plan and participants, total assets under management, nature of relationship among individual insureds, the expected persistency of individual policies and anticipated aggregate premium payments. From time to time the Company may modify both the amounts and criteria for reductions, which will not be unfairly discriminatory against any person. The Certificate may be issued with an Insured Term Rider. Depending on your circumstances, it may be less costly to purchase more insurance coverage under the Insured Term Rider than under the Base Amount of insurance coverage. The current cost of insurance charges for the insurance coverage provided by the Insured Term Rider are equal to or lower than for the insurance coverage provided by the Base Amount. In addition, the Monthly Expense Charge does not apply to insurance coverage provided by the Insured Term Rider. Upon full surrender of a group Policy within up to seven Policy years, in certain situations the Company may, upon written request, refund a percentage of the portion of the previously paid Premium Expense Charge and may refund a portion of the cumulative premiums paid. The following conditions apply: - The original owner of the Policy and Certificates thereunder is a corporation, a corporate grantor trust, or an individual or trust under a corporate sponsored collateral assignment split dollar agreement, and the ownership has not been changed; - The request to surrender the Policy and all Certificates thereunder must be received prior to the end of the applicable Policy year; - The Policy and Certificates have not been exchanged to another carrier; and - The provision terminates if there is a change in the federal tax laws that would have the result of taxing the equity (the inside buildup of earnings) of the Policy. 34 PREMIUM EXPENSE CHARGE A charge may be deducted from each premium payment for state and local premium taxes paid by the Company, to compensate the Company for federal taxes imposed under Section 848 of the Code for deferred acquisition cost, and for distribution expenses related to the Certificates. Upon request, the Company may permit all or part of the Premium Expense Charge to be deducted as part of the monthly deduction. STATE PREMIUM TAXES. State premium taxes generally range from 0.75% to 5%, while local premium taxes (if any) vary by jurisdiction within a state. The Company guarantees that the charge for premium taxes will not exceed 10%. The premium tax charge may change when either the applicable jurisdiction changes or the tax rate within the applicable jurisdiction changes. The Company should be notified of any change in address of the Insured as soon as possible. DAC TAX. Section 848 of the Code requires insurance companies to capitalize certain specified policy acquisition costs and defer their deduction in determining the insurer's tax liability. This is known as the "DAC tax." The Company deducts a charge for the DAC tax that may range from zero up to 2% (up to 4% for certain corporate or trust-owned policies described below) of premiums, depending on the group to which the Policy is issued. Over time, the Company will realize an economic benefit from the tax deductions it receives as the capitalized policy acquisition costs are amortized. If Certificates are issued under a corporate or trust-owned life insurance policy ("COLI Policy"), at the request of the Policyholder the Company may "pass through" this economic benefit to the Policyholder. Under the pass through, the DAC tax will be higher (up to 4%) than it would be without the pass through (up to 2%). The DAC tax is charged on each premium payment and each DAC tax "load" is tracked separately. Over a period (currently 11 years) that reflects the amortization provisions of Section 848 of the Code, on each Certificate anniversary the Company will refund a portion of each DAC tax load. The amount of the refund is a percentage of each load, based on the number of Certificate anniversaries after the respective premium payment was made. If a Certificate is surrendered or if the Insured dies, any remaining load will be refunded to the Policyholder. DISTRIBUTION EXPENSES. The charge for distribution expenses may range from zero to 10%. The distribution charge may vary, depending upon such factors, for example, as the type of the benefit plan, average number of participants, average Face Amount of the Certificates, anticipated average annual premiums, and the actual distribution expenses incurred by the Company. MONTHLY DEDUCTION FROM CERTIFICATE VALUE On the Date of Issue and each Monthly Processing Date thereafter prior to the Final Premium Payment Date, certain charges ("Monthly Deductions") will be deducted from the Certificate Value. The Monthly Deduction may include charges for the following: - The cost of insurance. The cost of insurance rates will vary with the age and underwriting class of the Insured. - Certificate administrative expenses. The charge may be up to $10 monthly, depending on the group to which the Policy is issued. - For the first five Certificate years, a Monthly Expense Charge to reimburse the Company for underwriting and acquisition costs. The charge is equal to a specified amount that varies with the Insured's Age and underwriting class for each $1,000 of the Certificate's Base Amount on the Date of Issue. For more information, see APPENDIX D -- MONTHLY EXPENSE CHARGE TABLE. 35 - Separate Account administrative expenses. The Separate Account administrative charge may continue for up to 10 Certificate years and may be up to 0.25% of Certificate Value in each Sub-Account, depending on the group to which the Policy was issued. - Mortality and expense risks. The mortality and expense risk charge may be up to 0.90% of Certificate Value in each Sub-Account. You may specify from which Sub-Account the cost of insurance charge, the charge for Certificate administrative expenses, the monthly expense charge, the mortality and expense risk charge, and the charge, if any, for the cost of additional benefits provided by rider will be deducted. If no allocation is specified, the Company will make a Pro-Rata Allocation. The Separate Account administrative charge and the mortality and expense risk charge are assessed against each Sub-Account that generates a charge based on the prior month's sub-account value. In the event that a charge is greater than the value of the Sub-Account to which it relates on a Monthly Processing Date, the Company will make a Pro-Rata Allocation of the unpaid balance. Monthly Deductions are made on the Date of Issue and on each Monthly Processing Date until the Final Premium Payment Date. After the Final Premium Payment Date, a deduction for mortality and expense risk charges will continue to be assessed monthly. No other Monthly Deductions will be made on or after the Final Premium Payment Date. COST OF INSURANCE This charge is designed to compensate the Company for the anticipated cost of providing Death Proceeds to Beneficiaries of those Insureds who die prior to the Final Premium Payment Date. The cost of insurance is determined on a monthly basis, and is determined separately for the initial Base Amount and Insured Term Rider, if any, and for each subsequent increase in the Base Amount and Insured Term Rider. Because the cost of insurance depends upon a number of variables, it can vary from month to month and from group to group. Generally, the current cost of insurance for the Base Amount will be higher than the cost of insurance under an Insured Term Rider. COST OF INSURANCE RATES. The Certificates are sold to eligible individuals who are members of a non-qualified benefit plan having a minimum, depending on the group, of five or more members. A portion of the initial Face Amount may be issued on a fully underwritten, guaranteed or simplified underwriting basis, and may vary based on characteristics within a group. The determination of the Underwriting Class for the guaranteed or simplified issue portion will, in part, be based on: the type of group; the purpose for which the Certificates are purchased; the number of persons eligible to participate in the plan; expected percentage of eligible persons participating in the plan; aggregate premiums paid; and the amount of guaranteed or simplified underwriting insurance to be issued. Cost of insurance rates are based on an appropriate rate table, Age and Underwriting Class of the Insured at the Date of Issue, the effective date of an increase or date of rider, as applicable. The cost of insurance rates are determined at the beginning of each Certificate year for the initial Base Amount of insurance coverage and the initial amount of the Insured Term Rider, if any. The cost of insurance rates for an increase in the initial Base Amount or the initial amount of the Insured Term Rider, if any, are determined annually on the anniversary of the effective date of each increase or rider. The cost of insurance rates generally increase as the Insured's Age increases. Generally, the cost of insurance rates for insurance coverage under the Base Amount are higher than for insurance coverage under the Insured Term Rider. The actual monthly cost of insurance rates will be based on the Company's expectations as to future expenses and mortality experience. They will not, however, be greater than the guaranteed cost of insurance rates set forth in the Certificate. These guaranteed rates are based on the 1980 Commissioners Standard Ordinary Mortality Tables (Age Last Birthday) (Male, Female or Unisex Table B, Smoker, Non-smoker or Uni-smoker) and the Insured's Age. The tables used for this purpose may set forth different mortality estimates for smokers 36 and non-smokers. Any change in the cost of insurance rates will apply to all persons in the group of the same insuring Age and Underwriting Class whose Certificates have been in force for the same length of time. The Underwriting Class of an Insured will affect the cost of insurance rates. The Company currently places Insureds into the following Underwriting Classes: preferred, standard, substandard, guaranteed issue and simplified issue, each with separate ratings for the Base Amount and for the Insured Term Rider. In an otherwise identical Certificate, an Insured in the preferred Underwriting Class will generally have a lower cost of insurance than an Insured in a standard Underwriting Class who, in turn, will have a lower cost of insurance than an Insured in a substandard Underwriting Class with a higher mortality risk. The Underwriting Classes may be divided into two categories or aggregated: smokers and non-smokers. Non-smoking Insureds will incur lower cost of insurance rates than Insureds who are classified as smokers but who are otherwise in the same Underwriting Class. Any Insured with an Age at issuance under 18 will be classified initially as regular, unless substandard. The Insured then will be classified as a smoker at Age 18 unless the Insured provides satisfactory evidence that the Insured is a non-smoker. The Company will provide notice to you of the opportunity for the Insured to be classified as a non-smoker when the Insured reaches Age 18. The cost of insurance rates are determined separately for the initial Face Amount and for the amount of any increase in the Face Amount. For each increase in the Face Amount you request, at a time when the Insured is in a less favorable Underwriting Class than previously, a correspondingly higher cost of insurance rate will apply only to that portion of the Insurance Amount at Risk for the increase. For the initial Face Amount and any prior increases, the Company will use the Underwriting Class previously applicable. On the other hand, if the Insured's Underwriting Class improves on an increase, the lower cost of insurance rate generally will apply to the entire Insurance Amount at Risk. GROUP EXPERIENCE RATING. If Certificates are issued under a corporate or trust-owned life insurance policy ("COLI Policy") covering at least 500 Insureds, at the request of the Policyholder the COLI Policy may be issued on the basis of group experience rating. The Company will establish a target for the mortality reserve that is equal to a percentage of the current year's cost of insurance charges. If the group has favorable mortality experience (actual claims are less than expected), the mortality reserve may eventually exceed the target reserve. At the end of any experience period, if the mortality reserve exceeds the target reserve, at the Policyholder's request, an experience credit will be paid to the Policyholder from the mortality reserve. At the end of each experience period, the cost of insurance charges for the group may be adjusted prospectively (for the next experience period), but will never exceed the guaranteed cost of insurance charges. If the number of Insureds under the COLI Policy falls below 100, the experience rating of the group will cease. Any positive reserve will be distributed to the Policyholder over an 18-month period in order to cover any incurred but not yet reported claims. MONTHLY CERTIFICATE ADMINISTRATIVE CHARGE Prior to the Final Premium Payment Date, a monthly Certificate administrative charge of up to $10 per month, depending on the group to which the Policy was issued, will be deducted from the Certificate Value. This charge will be used to compensate the Company for expenses incurred in the administration of the Certificate, and will compensate the Company for first-year underwriting and other start-up expenses incurred in connection with the Certificate. These expenses include the cost of processing enrollment forms, conducting medical examinations, determining insurability and the Insured's Underwriting Class, and establishing Certificate records. The Company does not expect to derive a profit from these charges. MONTHLY EXPENSE CHARGE The Monthly Expense Charge may be charged on the monthly processing date for the first five years after issuance of the Certificate. This charge will be used to reimburse the Company for underwriting and acquisition costs. The charge is equal to a specified amount that varies based on age, and the Insured's Underwriting class (Smoker/Non-Smoker) for each $1,000 of the Certificate's Base Amount at issue. The maximum rate per $1000 of Base Amount, considering all possible combinations of Ages and Underwriting 37 Classes, is $0.2175 for an Insured who Age 65 and a smoker. For more information, see APPENDIX D -- MONTHLY EXPENSE CHARGE TABLE. MONTHLY SEPARATE ACCOUNT ADMINISTRATIVE CHARGE The Company can make an administrative charge on an annual basis of up to 0.25% of the Certificate Value in each Sub-Account. The duration of this charge can be for up to 10 years. This charge is designed to reimburse the Company for the costs of administering the Separate Account and Sub-Accounts. The charge is not expected to be a source of profit. The administrative expenses assumed by the Company in connection with the Separate Account and Sub-Accounts include, but are not limited to, clerical, accounting, actuarial and legal services, rent, postage, telephone, office equipment and supplies, expenses of preparing and printing registration statements, expenses of preparing and typesetting prospectuses and the cost of printing prospectuses not allocable to sales expense, filing and other fees. MONTHLY MORTALITY AND EXPENSE RISK CHARGE The Company can make a mortality and expense risk charge on an annual basis of up to 0.90% of the Certificate Value in each Sub-Account. This charge is for the mortality risk and expense risk which the Company assumes in relation to the variable portion of the Certificates. The total charges may be different between groups and increased or decreased within a group, subject to compliance with applicable state and federal requirements, but may not exceed 0.90% on an annual basis. The mortality risk assumed by the Company is that Insureds may live for a shorter time than anticipated, and that the Company will, therefore, pay an aggregate amount of Death Proceeds greater than anticipated. The expense risk assumed is that the expenses incurred in issuing and administering the Certificates will exceed the amounts realized from the administrative charges provided in the Certificates. If the charge for mortality and expense risks is not sufficient to cover actual mortality experience and expenses, the Company will absorb the losses. If costs are less than the amounts provided, the difference will be a profit to the Company. To the extent this charge results in a current profit to the Company, such profit will be available for use by the Company for, among other things, the payment of distribution, sales and other expenses. Since mortality and expense risks involve future contingencies that are not subject to precise determination in advance, it is not feasible to identify specifically the portion of the charge that is applicable to each. CHARGES REFLECTED IN THE ASSETS OF THE SEPARATE ACCOUNT Because the Sub-Accounts purchase shares of the Underlying Funds, the value of the Units of the Sub-Accounts will reflect the investment advisory fee and other expenses incurred by the Underlying Funds. The prospectuses and Statements of Additional Information of the Underlying Funds contain additional information concerning such fees and expenses. No charges are currently made against the Sub-Accounts for federal or state income taxes. Should the Company determine that taxes will be imposed, the Company may make deductions from the Sub-Account to pay such taxes. See FEDERAL TAX CONSIDERATIONS. The imposition of such taxes would result in a reduction of the Certificate Value in the Sub-Accounts. TRANSACTION CHARGE ON PARTIAL WITHDRAWAL After the first Certificate year, partial withdrawals of Surrender Value may be made. The minimum withdrawal is $500. Under Option 1 or Option 3, the Face Amount is reduced by the amount of the partial withdrawal, and a partial withdrawal will not be allowed if it would reduce the Face Amount below $40,000. A transaction charge which is the smaller of $25 or 2% of the amount withdrawn, will be assessed on each partial withdrawal to reimburse the Company for the cost of processing the withdrawal. The Company does not expect to make a profit on this charge. The transaction fee applies to all partial withdrawals. 38 TRANSFER CHARGES The first twelve transfers in a Certificate year will be free of charge. Thereafter, a transfer charge of $10 will be imposed for each transfer request to reimburse the Company for the administrative costs incurred in processing the transfer request. The Company reserves the right to increase the charge, but it will never exceed $25. The Company also reserves the right to change the number of free transfers allowed in a Certificate year. See THE CERTIFICATE -- "Transfer Privilege." You may have automatic transfers of at least $100 made on a periodic basis, every 1, 2 or 3 months (a) from the Sub-Accounts which invest in the AIT Money Market Fund and AIT Government Bond Fund, respectively, to one or more of the other Sub-Accounts, or (b) to reallocate Certificate Value among the Sub-Accounts. The first automatic transfer counts as one transfer towards the twelve free transfers allowed in each Certificate year. Each subsequent automatic transfer is without charge and does not reduce the remaining number of transfers which may be made without charge. If you utilize the Conversion Privilege, Loan Privilege, or reallocate Certificate Value within 20 days of the Date of Issue of the Certificate, any resulting transfer of Certificate Value from the Sub-Accounts to the Fixed Account will be free of charge, and in addition to the twelve free transfers in a Certificate year. See THE CERTIFICATE -- "Conversion Privileges" and CERTIFICATE LOANS. OTHER ADMINISTRATIVE CHARGES The Company reserves the right to impose a charge (not to exceed $25) for the administrative costs incurred for changing the Net Premium allocation instructions, for changing face amount, for changing the allocation of any Monthly Deductions among the various Sub-Accounts, or for a projection of values. CERTIFICATE LOANS Loans may be obtained by request to the Company on the sole security of the Certificate. The total amount which may be borrowed is the Loan Value. The Loan Value is 90% of an amount equal to Certificate Value. There is no minimum limit on the amount of the loan. The loan amount will normally be paid within seven days after the Company receives the loan request at its Principal Office, but the Company may delay payments under certain circumstances. See OTHER CERTIFICATE PROVISIONS -- "Postponement of Payments." A Certificate loan may be allocated among the Fixed Account and one or more Sub-Accounts. If you do not make an allocation, the Company will make a Pro-Rata Allocation based on the amounts in the Accounts on the date the Company receives the loan request. Certificate Value in each Sub-Account equal to the Certificate loan allocated to such Sub-Account will be transferred to the Fixed Account, and the number of Units equal to the Certificate Value so transferred will be cancelled. This will reduce the Certificate Value in these Sub-Accounts. These transactions are not treated as transfers for purposes of the transfer charge. LOAN INTEREST CHARGED As long as the Certificate is in force, Certificate Value in the Fixed Account equal to the loan amount will be credited with interest at an effective annual yield of at least 4.00% per year. NO ADDITIONAL INTEREST WILL BE CREDITED TO SUCH CERTIFICATE VALUE. The Company charges interest on loans at an annual rate that is guaranteed not to exceed 5.5%. Interest accrues daily. Interest is due and payable at the end of each Certificate year or on a pro-rata basis for such shorter period as the loan may exist. Interest not paid when due will be added to the loan amount and bear interest at the same rate. After the due and unpaid interest is added to the loan amount, if the new loan amount exceeds the Certificate Value in the Fixed Account, the Company will transfer Certificate Value equal to that excess loan amount from the Certificate Value in each Sub-Account to the Fixed Account as security for the excess loan amount. The Company will allocate the amount transferred among the Sub-Accounts in the same 39 proportion that the Certificate Value in each Sub-Account bears to the total Certificate Value in all Sub-Accounts. PREFERRED LOAN OPTION A preferred loan option is automatically included under the Certificate if approved in the state. You may change a preferred loan to a non-preferred loan at any time upon written request. If this option has been included, after the tenth Certificate anniversary Certificate Value in the Fixed Account equal to the loan amount will be credited with interest at an effective annual yield of at least 4.0%. The Company will charge interest on preferred loans at an annualized rate that is guaranteed not to exceed 4.5%. The Company's current practice is to credit a rate of interest equal to the rate being charged for the preferred loan. There is some uncertainty as to the tax treatment of a preferred loan, which may be treated as a taxable withdrawal from the Certificate. Consult a qualified tax adviser (and see FEDERAL TAX CONSIDERATIONS). THE PREFERRED LOAN OPTION IS NOT AVAILABLE IN ALL STATES. REPAYMENT OF OUTSTANDING LOAN Loans may be repaid at any time prior to the lapse of the Certificate. Upon repayment of any Outstanding Loan, the portion of the Certificate Value that is in the Fixed Account securing the Outstanding Loan repaid will be allocated to the various Accounts and increase the Certificate Value in such Accounts in accordance with your instructions. If you do not make a repayment allocation, the Company will allocate Certificate Value in accordance with your most recent premium allocation instructions; provided, however, that loan repayments allocated to the Separate Account cannot exceed Certificate Value previously transferred from the Separate Account to secure the Outstanding Loan. If an Outstanding Loan exceeds the Certificate Value, the Certificate will terminate. A notice of such pending termination will be mailed to the last known address of you and any assignee. If you do not make sufficient payment within 62 days after this notice is mailed, the Certificate will terminate with no value. See CERTIFICATE TERMINATION AND REINSTATEMENT. EFFECT OF CERTIFICATE LOANS Although Certificate loans may be repaid at any time prior to the lapse of the Certificate, Certificate loans will permanently affect the Certificate Value and Surrender Value, and may permanently affect the Death Proceeds. The effect could be favorable or unfavorable, depending upon whether the investment performance of the Sub-Accounts is less than or greater than the interest credited to the Certificate Value in the Fixed Account attributable to the loan. Moreover, outstanding Certificate loans and the accrued interest will be deducted from the proceeds payable upon surrender or the death of the Insured. CERTIFICATE TERMINATION AND REINSTATEMENT TERMINATION The failure to make premium payments will not cause the Certificate to lapse unless: - the Certificate Value is insufficient to cover the next Monthly Deduction plus loan interest accrued; or - if an Outstanding Loan exceeds the Certificate Value. If one of these situations occurs, the Certificate will be in default. You will then have a grace period of 62 days, measured from the date of default, to make sufficient payments to prevent termination. On the date of default, the Company will send a notice to you and to any assignee of record. The notice will state the amount of premium due and the date on which it is due. 40 Failure to make a sufficient payment within the grace period will result in termination of the Certificate. If the Insured dies during the grace period, the Death Proceeds will still be payable, but any Monthly Deductions due and unpaid through the Certificate month in which the Insured dies and any other overdue charges will be deducted from the Death Proceeds. REINSTATEMENT If the Certificate has not been surrendered and the Insured is alive, the terminated Certificate may be reinstated anytime within three years after the date of default and before the Final Premium Payment Date. The reinstatement will be effective on the Monthly Processing Date following the date you submit the following to the Company: - a written enrollment form for reinstatement, - Evidence of Insurability; and - a premium that, after the deduction of the premium expense charge, is large enough to cover the Monthly Deductions for the three-month period beginning on the date of reinstatement. CERTIFICATE VALUE ON REINSTATEMENT The Certificate Value on the date of reinstatement is: - the Net Premium paid to reinstate the Certificate increased by interest from the date the payment was received at the Principal Office; plus - an amount equal to the Certificate Value less any Outstanding Loan on the date of default; minus - the Monthly Deduction due on the date of reinstatement. You may reinstate any Outstanding Loan outstanding on the date of default or foreclosure. OTHER CERTIFICATE PROVISIONS The following Certificate provisions may vary in certain states in order to comply with requirements of the insurance laws, regulations, and insurance regulatory agencies in those states. CERTIFICATE OWNER The Certificate Owner is named in the enrollment form or as subsequently changed. The Certificate Owner is generally entitled to exercise all rights under the Certificate while the Insured is alive, subject to the consent of any irrevocable Beneficiary (the consent of a revocable Beneficiary is not required). The consent of the Insured may be required when the Face Amount of insurance is increased. BENEFICIARY The Beneficiary is the person or persons to whom the insurance proceeds are payable upon the Insured's death. Unless otherwise stated in the Certificate, the Beneficiary has no rights in the Certificate before the death of the Insured. While the Insured is alive, you may change any Beneficiary unless you have declared a Beneficiary to be irrevocable. If no Beneficiary is alive when the Insured dies, the Certificate Owner (or the Certificate Owner's estate) will be the Beneficiary. If more than one Beneficiary is alive when the Insured dies, they will be paid in equal shares, unless you have chosen otherwise. Where there is more than one Beneficiary, the interest of a Beneficiary who dies before the Insured will pass to surviving Beneficiaries proportionately. 41 ASSIGNMENT The Certificate Owner may assign a Certificate as collateral or make an absolute assignment of the Certificate. All rights under the Certificate will be transferred to the extent of the assignee's interest. The Consent of the assignee may be required in order to make changes in premium allocations, to make transfers, or to exercise other rights under the Certificate. The Company is not bound by an assignment or release thereof, unless it is in writing and is recorded at the Principal Office. When recorded, the assignment will take effect as of the date the Written Request was signed. Any rights created by the assignment will be subject to any payments made or actions taken by the Company before the assignment is recorded. The Company is not responsible for determining the validity of any assignment or release. INCONTESTABILITY The Company will not contest the validity of a Certificate after it has been in force during the Insured's lifetime for two years from the Date of Issue. The Company will not contest the validity of any rider or any increase in the Face Amount after such rider or increase has been in force during the Insured's lifetime for two years from its effective date. SUICIDE The Death Proceeds will not be paid if the Insured commits suicide, while sane or insane, within two years from the Date of Issue. Instead, the Company will pay the Beneficiary an amount equal to all premiums paid for the Certificate, without interest, less any Outstanding Loan and less any partial withdrawals. If the Insured commits suicide, while sane or insane, within two years from the effective date of any increase in the Death Benefit, the Company's liability with respect to such increase will be limited to a refund of the cost thereof. The Beneficiary will receive the administrative charges and insurance charges paid for such increase. AGE If the Insured's Age as stated in the enrollment form for the Certificate is not correct, benefits under the Certificate will be adjusted to reflect the correct Age, if death occurs prior to the Final Premium Payment Date. The adjusted benefit will be that which the most recent cost of insurance charge would have purchased for the correct Age. In no event will the Death Benefit be reduced to less than the Minimum Death Benefit. POSTPONEMENT OF PAYMENTS Payments of any amount due from the Separate Account upon surrender, partial withdrawals, or death of the Insured, as well as payments of a Certificate loan and transfers may be postponed whenever: (1) the New York Stock Exchange is closed other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted as determined by the SEC, or (2) an emergency exists, as determined by the SEC, as a result of which disposal of securities is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account's net assets. Payments under the Certificate of any amounts derived from the premiums paid by check may be delayed until such time as the check has cleared your bank. The Company also reserves the right to defer payment of any amount due from the Fixed Account upon surrender, partial withdrawal, or death of the Insured, as well as payments of Certificate loans and transfers from the Fixed Account, for a period not to exceed six months. 42 DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS ------------------------------ ---------------------------------------------- Bruce C. Anderson Director (since 1996) and Vice President (since 1984) Director and Vice President of First Allmerica Warren E. Barnes Vice President (since 1996) and Corporate Controller Vice President and Corporate (since 1998) of First Allmerica Controller Mark R. Colborn Director (since 2000) and Vice President (since 1992) Director and Vice President of First Allmerica Charles F. Cronin Secretary and Counsel (since 2000) of First Secretary and Counsel Allmerica; Counsel (since 1996) of First Allmerica; Attorney (1991-1996) of Nutter, McClennen & Fish J. Kendall Huber Director, Vice President and General Counsel (since Director, Vice President and 2000) of First Allmerica; Vice President (1999) of General Counsel Promos Hotel Corporation; Vice President and Deputy General Counsel (1998-1999) of Legg Mason, Inc.; Vice President and Deputy General Counsel (1995-1998) of USF&G Corporation John P. Kavanaugh Director and Chief Investment Officer (since 1996) Director, Vice President and Chief and Vice President (since 1991) of First Allmerica; Investment Officer Director (since 1996) and President (since 1995) of Allmerica Asset Management, Inc. Mark C. McGivney Vice President (since 1997) and Treasurer (since Vice President and Treasurer 2000) of First Allmerica; Associate, Investment Banking (1996-1997) of Merrill Lynch & Co. John F. O'Brien Director, President and Chief Director, President and Chief Executive Officer Executive Officer (since 1989) of First Allmerica Edward J. Parry, III Director and Chief Financial Officer (since 1996), Director, Vice President and Chief Vice President (since 1993) and Treasurer (1993-2000) Financial Officer of First Allmerica Richard M. Reilly Director (since 1996) and Vice President (since 1990) Director and Vice President of First Allmerica; Director (since 1990), President and Chief Executive Officer (since 1995) of Allmerica Financial Life Insurance and Annuity Company; Director and President (since 1998) of Allmerica Financial Investment Management Services, Inc. Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Director and Vice President Allmerica; Chief Executive Officer (1996 to 1998) of Travelers Property & Casualty; Senior Vice President (1993 to 1996) of Aetna Life & Casualty Company Eric A. Simonsen Director (since 1996) and Vice President (since 1990) Director and Vice President of First Allmerica Gregory D. Tranter Director and Vice President (since 2000) of First Director and Vice President Allmerica; Vice President (1996-1998) of Travelers Property & Casualty; Director of Geico Team (1983-1996) of Aetna Life & Casualty
43 DISTRIBUTION Allmerica Investments, Inc., an indirect subsidiary of First Allmerica, acts as the principal underwriter of the Certificates pursuant to a Sales and Administrative Services Agreement with the Company and the Separate Account. Allmerica Investments, Inc. is registered with the SEC as a broker-dealer and is a member of the National Association of Securities Dealers ("NASD"). The Certificates are sold by agents of the Company who are registered representatives of Allmerica Investments, Inc. or of independent broker-dealers. The Company pays commissions to broker-dealers and registered representatives which sell the Certificates based on a commission schedule. After issuance of a Certificate or an increase in Face Amount, commissions may be up to 25% of the first-year premiums up to a basic premium amount established by the Company. Thereafter, commissions may be up to 10% of any additional premiums. Alternative compensation schedules, which may include ongoing annual compensation of up to 0.75% of Certificate Value, are available based on premium payments and the level of enrollment and ongoing administrative services provided to participants and benefit plans by the broker-dealer or registered representative. Certain registered representatives, including registered representatives enrolled in the Company's training program for new agents, may receive additional first-year and renewal commissions and training reimbursements. General Agents of the Company and certain registered representatives may also be eligible to receive expense reimbursements based on the amount of earned commissions. General Agents may also receive overriding commissions, which will not exceed 2.5% of first-year, or 4% of renewal premiums. To the extent permitted by NASD rules, promotional incentives or payments may also be provided to broker-dealers based on sales volumes, the assumption of wholesaling functions or other sales related criteria. Other payments may be made for other services that do not directly involve the sales of the Certificates. These services may include the recruitment and training of personnel, production of promotional literature, and similar services. The Company intends to recoup the commissions and other sales expenses through a combination of a portion of the premium expense charge and the investment earnings on amounts allocated to accumulate on a fixed basis in excess of the interest credited on fixed accumulations by the Company. REPORTS The Company will maintain the records relating to the Separate Account. You will be promptly sent statements of significant transactions such as premium payments (other than payments made pursuant to the MAP procedure), changes in the specified Face Amount, changes in the Death Benefit Option, transfers among Sub-Accounts and the Fixed Account, partial withdrawals, increases in loan amount by you, loan repayments, lapse, termination for any reason, and reinstatement. An annual statement will also be sent to you. The annual statement will summarize all of the above transactions and deductions of charges during the Certificate year. It will also set forth the status of the Death Proceeds, Certificate Value, Surrender Value, amounts in the Sub-Accounts and Fixed Account, and any Certificate loan(s). The Owner should review the information in all statements carefully. All errors or corrections must be reported to the Company immediately to assure proper crediting to the Certificate. The Company will assume that all transactions are accurately reported on confirmation statements and quarterly/annual statements unless the Owner notifies the Principal Office in writing within 30 days after receipt of the statement. In addition, you will be sent periodic reports containing financial statements and other information for the Separate Account and the Underlying Investment Companies as required by the 1940 Act. LEGAL PROCEEDINGS There are no legal proceedings pending to which the Separate Account is a party, or to which the assets of the Separate Account are subject. The Company and Allmerica Investments, Inc. are not involved in any litigation that is of material importance in relation to their total assets or that relates to the Separate Account. 44 FURTHER INFORMATION A Registration Statement under the 1933 Act relating to this offering has been filed with the SEC. Certain portions of the Registration Statement and amendments have been omitted from this Prospectus pursuant to the rules and regulations of the SEC. Statements contained in this Prospectus concerning the Certificate and other legal documents are summaries. The complete documents and omitted information may be obtained from the SEC's principal office in Washington, DC, upon payment of the SEC's prescribed fees. FEDERAL TAX CONSIDERATIONS The effect of federal income taxes on the value of a Certificate, on loans, withdrawals, or surrenders, on Death Benefit payments, and on the economic benefit to you or the Beneficiary depends upon a variety of factors. The following discussion is based upon the Company's understanding of the present federal income tax laws as they are currently interpreted. From time to time legislation is proposed which, if passed, could significantly, adversely, and possibly retroactively, affect the taxation of the Certificates. No representation is made regarding the likelihood of continuation of current federal income tax laws or of current interpretations by the IRS. Moreover, no attempt has been made to consider any applicable state or other tax laws. It should be recognized that the following summary of federal income tax aspects of amounts received under the Certificates is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. Specifically, the discussion below does not address certain tax provisions that may be applicable if the Certificate Owner is a corporation or the trustee of an employee benefit plan. A qualified tax adviser should always be consulted with regard to the enrollment form of law to individual circumstances. THE COMPANY AND THE SEPARATE ACCOUNT The Company is taxed as a life insurance company under Subchapter L of the Code of 1986, and files a consolidated tax return with its parent and affiliates. The Company does not expect to incur any income tax upon the earnings or realized capital gains attributable to the Separate Account. Based on these expectations, no charge is made for federal income taxes which may be attributable to the Separate Account. The Company will review periodically the question of a charge to the Separate Account for federal income taxes. Such a charge may be made in future years for any federal income taxes incurred by the Company. This might become necessary if the tax treatment of the Company is ultimately determined to be other than what the Company believes it to be, if there are changes made in the federal income tax treatment of variable life insurance at the Company level, or if there is a change in the Company's tax status. Any such charge would be designed to cover the federal income taxes attributable to the investment results of the Separate Account. Under current laws the Company may also incur state and local taxes (in addition to premium taxes) in several states. At present these taxes are not significant. If there is a material change in applicable state or local tax laws, charges may be made for such taxes paid, or reserves for such taxes, attributable to the Separate Account. TAXATION OF THE CERTIFICATES The Company believes that the Certificates described in this Prospectus will be considered life insurance contracts under Section 7702 of the Code, which generally provides for the taxation of life insurance policies and places limitations on the relationship of the Certificate Value to the Insurance Amount at Risk. As a result, the Death Proceeds payable are excludable from the gross income of the Beneficiary. Moreover, any increase in Certificate Value is not taxable until received by the Certificate Owner or the Certificate Owner's designee. See "Modified Endowment Contracts." The Code also requires that the investment of each Sub-Account be adequately diversified in accordance with Treasury regulations in order to be treated as a life insurance Certificate for tax purposes. Although the 45 Company does not have control over the investments of the Underlying Funds, the Company believes that the Underlying Funds currently meet the Treasury's diversification requirements, and the Company will monitor continued compliance with these requirements. In connection with the issuance of previous regulations relating to diversification requirements, the Treasury Department announced that such regulations do not provide guidance concerning the extent to which Certificate Owners may direct their investments to particular divisions of a separate account. Regulations in this regard may be issued in the future. It is possible that if and when regulations are issued, the Certificates may need to be modified to comply with such regulations. For these reasons, the Certificates or the Company's administrative rules may be modified as necessary to prevent a Certificate Owner from being considered the owner of the assets of the Separate Account. Depending upon the circumstances, a surrender, partial withdrawal, change in the Death Benefit Option, change in the Face Amount, lapse with Certificate loan outstanding, or assignment of the Certificate may have tax consequences. In particular, under specified conditions, a distribution under the Certificate during the first 15 years from Date of Issue that reduces future benefits under the Certificate will be taxed to the Certificate Owner as ordinary income to the extent of any investment earnings in the Certificate. Federal, state and local income, estate, inheritance, and other tax consequences of ownership or receipt of Certificate proceeds depend on the circumstances of each Insured, Certificate Owner, or Beneficiary. CERTIFICATE LOANS The Company believes that non-preferred loans received under a Certificate will be treated as indebtedness of the Certificate Owner for federal income tax purposes. Under current law, these loans will not constitute income for the Certificate Owner while the Certificate is in force. See "Modified Endowment Contracts." However, there is a risk that a preferred loan may be characterized by the IRS as a withdrawal and taxed accordingly. At the present time, the IRS has not issued any guidance on whether a loan with the attributes of a preferred loan should be treated differently than a non-preferred loan. This lack of specific guidance makes the tax treatment of preferred loans uncertain. In the event pertinent IRS guidelines are issued in the future, you may convert your preferred loan to a non-preferred loan. However, it is possible that, notwithstanding the conversion, some or all of the loan could be treated as a taxable withdrawal from the Certificate. Section 264 of the Code restricts the deduction of interest on policy or certificate loans. Consumer interest paid on policy or certificate loans under an individually owned policy or certificate is not tax deductible. Generally, no tax deduction for interest is allowed on policy or certificate loans, if the insured is an officer or employee of, or is financially interested in, any business carried on by the taxpayer. There is an exception to this rule which permits a deduction for interest on loans up to $50,000 related to any business-owned policies or certificates covering officers or 20-percent owners, up to a maximum equal to the greater of (1) five individuals, or (2) the lesser of (a) 5% of the total number of officers and employees of the corporation, or (b) 20 individuals. MODIFIED ENDOWMENT CONTRACTS The Technical and Miscellaneous Revenue Act of 1988 ("1988 Act") adversely affects the tax treatment of distributions under so-called "modified endowment contracts." Under the 1988 Act, any life insurance certificate, including a Certificate offered by this Prospectus, that fails to satisfy a "seven-pay" test is considered a modified endowment contract. A certificate fails to satisfy the seven-pay test if the cumulative premiums paid under the certificate at any time during the first seven certificate years, or within seven years of a material change in the certificate, exceed the sum of the net level premiums that would have been paid, had the certificate provided for paid-up future benefits after the payment of seven level annual premiums. In addition, if benefits are reduced at anytime during the life of the Certificate, there may be adverse tax consequences. Please consult your tax adviser. 46 If the Certificate is considered a modified endowment contract, all distributions under the Certificate will be taxed on an "income-first" basis. Most distributions received by a Certificate Owner directly or indirectly (including loans, withdrawals, partial surrenders, or the assignment or pledge of any portion of the value of the Certificate) will be includible in gross income to the extent that the cash Surrender Value of the Certificate exceeds the Certificate Owner's investment in the contract. Any additional amounts will be treated as a return of capital to the extent of the Certificate Owner's basis in the Certificate. With certain exceptions, an additional 10% tax will be imposed on the portion of any distribution that is includible in income. All modified endowment contracts issued by the same insurance company to the same Certificate Owner during any calendar period will be treated as a single modified endowment contract in determining taxable distributions. Currently, each Certificate is reviewed when premiums are received to determine if it satisfies the seven-pay test. If the Certificate does not satisfy the seven-pay test, the Company will notify the Certificate Owner of the option of requesting a refund of the excess premium. The refund process must be completed within 60 days after the Certificate anniversary, or the Certificate will be permanently classified as a modified endowment contract. MORE INFORMATION ABOUT THE FIXED ACCOUNT As discussed earlier, you may allocate Net Premiums and transfer Certificate Value to the Fixed Account. The Fixed Account is an investment option that is funded by the general account of the Company. Because of exemption and exclusionary provisions in the securities law, any amount in the general account of the Company is not generally subject to regulation under the provisions of the 1933 Act or the 1940 Act. Accordingly, the disclosures in this Section have not been reviewed by the SEC. Disclosures regarding the fixed portion of the Certificate, the Fixed Account, and the general account may, however, be subject to certain generally applicable provisions of the Federal Securities Laws concerning the accuracy and completeness of statements made in prospectuses. GENERAL DESCRIPTION The general account of the Company is made up of all of the general assets of the Company other than those allocated to any separate account. Allocations to the Fixed Account become part of the assets of the Company and are used to support insurance and annuity obligations. Subject to applicable law, the Company has sole discretion over the investment of assets of the Fixed Account. A portion or all of Net Premiums may be allocated or transferred to accumulate at a fixed rate of interest in the Fixed Account. Such net amounts are guaranteed by the Company as to principal and a minimum rate of interest. The allocation or transfer of funds to the Fixed Account does not entitle you to share in the investment experience of the Fixed Account or the general account. FIXED ACCOUNT VALUE AND CERTIFICATE LOANS The Company bears the full investment risk for amounts allocated to the Fixed Account and guarantees that interest credited to each Certificate Owner's Certificate Value in the Fixed Account will not be less than an annual rate of 4% ("Guaranteed Minimum Rate"). (Under the Certificate, the Guaranteed Minimum Rate may be higher than 4%.) The Company may, AT ITS SOLE DISCRETION, credit a higher rate of interest ("excess interest"), although it is not obligated to credit interest in excess of the Guaranteed Minimum Rate, and might not do so. However, the excess interest rate, if any, in effect on the date a premium is received at the Principal Office is guaranteed on that premium until the next Certificate anniversary, unless the Certificate Value associated with the premium becomes security for a Certificate loan. AFTER SUCH INITIAL ONE-YEAR GUARANTEE OF INTEREST ON NET PREMIUM, ANY INTEREST CREDITED ON THE CERTIFICATE VALUE IN THE FIXED ACCOUNT IN EXCESS OF THE GUARANTEED 47 MINIMUM RATE PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY. THE CERTIFICATE OWNER ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM RATE. Even if excess interest is credited to accumulated value in the Fixed Account, no excess interest will be credited to that portion of the Certificate Value which is equal to an Outstanding Loan. The Company guarantees that, on each Monthly Processing Date, the Certificate Value in the Fixed Account will be the amount of the Net Premiums allocated or Certificate Value transferred to the Fixed Account, plus interest at the Guaranteed Minimum Rate, plus any excess interest which the Company credits, less the sum of all Certificate charges allocable to the Fixed Account and any amounts deducted from the Fixed Account in connection with loans, partial withdrawals, surrenders or transfers. Certificate loans may also be made from the Certificate Value in the Fixed Account. Transfers, surrenders, partial withdrawals, Death Proceeds and Certificate loans payable from the Fixed Account may be delayed up to six months. However, if payment is delayed for 30 days or more, the Company will pay interest at least equal to an effective annual yield of 3% for the period of deferment. Amounts from the Fixed Account used to pay premiums on policies with the Company will not be delayed. THE CERTIFICATE This Prospectus describes certificates issued under a flexible premium variable life insurance Certificate, and is generally intended to serve as a disclosure document only for the aspects of the Certificate relating to the Separate Account. For complete details regarding the Fixed Account, see the Certificate itself. TRANSFERS, SURRENDERS, AND PARTIAL WITHDRAWALS Partial withdrawals are made on a last-in/first-out basis from Certificate Value allocated to the Fixed Account. This means that the last payments allocated to Fixed Account will be withdrawn first. The first twelve transfers in a Certificate year are free of charge. Thereafter, a $10 transfer charge will be deducted for each transfer in that Certificate year. The transfer privilege is subject to the consent of the Company and to the Company's then current rules. INDEPENDENT ACCOUNTANTS The financial statements of the Company as of December 31, 2000 and 1999 and for each of the three years in the period ended December 31, 2000, and the financial statements for Group VEL Account of the Company as of December 31, 2000 and for the periods indicated, included in this Prospectus constituting part of this Registration Statement, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. FINANCIAL STATEMENTS Financial Statements for the Company and for the Separate Account are included in this Prospectus, beginning immediately after the Appendices. The financial statements of the Company and for the Separate Account should be considered only as bearing on the ability of the Company to meet its obligations under the Certificate. They should not be considered as bearing on the investment performance of the assets held in the Separate Account. 48 APPENDIX A OPTIONAL BENEFITS This Appendix is intended to provide only a very brief overview of additional insurance benefits available by rider. The following supplemental benefit may be available for issue under the Certificates for an additional charge. INSURED TERM RIDER This rider provides an additional term insurance benefit for the primary insured. THIS RIDER MAY NOT BE AVAILABLE IN ALL STATES. A-1 APPENDIX B PAYMENT OPTIONS PAYMENT OPTIONS Upon Written Request, the Surrender Value or all or part of the Death Proceeds may be placed under one or more of the payment options then offered by the Company. If you do not make an election, the Company will pay the benefits in a single sum. A certificate will be provided to the payee describing the payment option selected. If a payment option is selected, the Beneficiary may pay to the Company any amount that would otherwise by deducted from the Death Benefit. The amounts payable under a payment option are paid from the Fixed Account. These amounts are not based on the investment experience of the Separate Account. SELECTION OF PAYMENT OPTIONS The amount applied under any one option for any one payee must be at least $5,000. The periodic payment for any one payee must be at least $50. Subject to your and/or the Beneficiary's provision, any option selection may be changed before the Death Proceeds become payable. If you make no selection, the Beneficiary may select an option when the Death Proceeds become payable. B-1 APPENDIX C ILLUSTRATIONS OF SUM INSURED, CERTIFICATE VALUES AND ACCUMULATED PREMIUMS The tables illustrate the way in which a Certificate's Sum Insured and Certificate Value could vary over an extended period of time. ASSUMPTIONS The tables illustrate a Certificate issued to a male, Age 30, under a standard Premium Class and qualifying for the non-smoker discount, a Certificate issued to a male, Age 40, under a standard Premium Class and qualifying for the non-smoker discount and a male, Age 45, under a standard Premium Class and qualifying for the non-smoker discount. The tables illustrate the guaranteed cost of insurance rates and the current cost of insurance rates as presently in effect. The tables illustrate the Certificate Values that would result based upon the assumptions that no Certificate loans have been made, that you have not requested an increase or decrease in the initial Face Amount, that no partial withdrawals have been made, and that no transfers above 12 have been made in any Certificate year (so that no transaction or transfer charges have been incurred). The tables assume that all premiums are allocated to and remain in the Separate Account for the entire period shown, and are based on hypothetical gross investment rates of return for the Underlying Fund (i.e., investment income and capital gains and losses, realized or unrealized) equivalent to constant gross (after tax) annual rates of 0%, 6% and 12%. The second column of the tables shows the amount which would accumulate if an amount equal to the premiums paid were invested each year to earn interest (after taxes) at 5% compounded annually. The Certificate Values and Death Proceeds would be different from those shown if the gross annual investment rates of return averaged 0%, 6% and 12% over a period of years, but fluctuated above or below such averages for individual Certificate years. The values would also be different depending on the allocation of a Certificate's total Certificate Value among the Sub-Accounts of the Separate Account, if the actual rates of return averaged 0%, 6% or 12%, but the rates of each Underlying Fund varied above and below such averages. DEDUCTIONS FOR CHARGES The amounts shown for the Death Proceeds and Certificate Values take into account the deduction from premium for the premium expense charge and the Monthly Deductions from Certificate Value. In the Current Cost of Insurance Charges tables, the charge for mortality and expense risks is equivalent to an effective annual rate of 0.40% of the average monthly value of the assets in the Separate Account attributable to the Certificates. In the Guaranteed Cost of Insurance Charges table, the Separate Account charge for mortality and expense risks is illustrated at 0.90%. There is also a separate account administrative charge of 0.25% for 10 years in the Guaranteed tables. EXPENSES OF THE UNDERLYING FUNDS The amounts shown in the tables also take into account the Underlying Fund advisory fees and operating expenses, which are assumed to be at an annual rate of 0.85% of the average daily net assets of the Underlying Funds. The actual fees and expenses of each Underlying Fund vary and, in 2000, ranged from an annual rate of 0.30% to an annual rate of 1.89% of average daily net assets. The fees and expenses associated with the Certificate may be more or less than 0.85% in the aggregate, depending upon how you make allocations of Certificate Value among the Sub-Accounts. Through December 31, 2001, Allmerica Financial Investment Management Services, Inc. ("AFIMS") has declared a voluntary expense limitation of 1.50% of average net assets for AIT Select International Equity C-1 Fund, 1.35% for AIT Select Aggressive Growth Fund and AIT Select Capital Appreciation Fund, 1.25% for AIT Select Value Opportunity Fund, 1.20% for AIT Select Growth Fund, AIT Select Strategic Growth Fund and AIT Core Equity Fund, 1.10% for AIT Select Growth and Income Fund, 1.00% for AIT Select Strategic Income Fund, AIT Select Investment Grade Income Fund and AIT Government Bond Fund, and 0.60% for AIT Money Market Fund. The total operating expenses of the funds were less than their respective expense limitations throughout 2000. In addition, through December 31, 2001, AFIMS has agreed to voluntarily waive its management fee to the extent that expenses of the AIT Select Emerging Markets Fund exceed 2.00% of the Fund's average daily net assets. Through December 31, 2001, the AIT Select Value Opportunity Fund's management fee rate has been voluntarily limited to an annual rate of 0.90% of average daily net assets, and total expenses are limited to 1.25% of average daily net assets. The declaration of a voluntary management fee or expense limitation in any year does not bind AFIMS to declare future expense limitations with respect to these Funds. These limitations may be terminated at any time. Credit Suisse Asset Management, LLC has voluntarily agreed to waive its fee and to reimburse the funds for certain expenses resulting in a reduction of the total expenses. Absent any waiver of fees and reimbursement of expenses for the Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio and Credit Suisse Warburg Pincus Small Company Growth Portfolio, respectively, the Investment Management Fee would have equaled 1.25% and 0.90%, Other Expenses would have equaled 0.28%and 0.23%, and Total Fund Annual Expenses would have equaled 1.53%,and 1.13%, respectively, based on actual fees and expenses for the fiscal year ended December 31, 2000. Fee waivers and expense reimbursements or credits may be discontinued at any time. Deutsche Asset Management, Inc. ("DcAM"), the investment advisor of Deutsche VIT Equity 500 Index Fund and Deutsche VIT Small Cap Index Fund, has voluntarily agreed to waive its fee and to reimburse the Fund for certain expenses resulting in a reduction of total expenses. Absent any waiver or reimbursement, the Total Fund Expenses would have been .34% and .69% for Deutsche VIT Equity 500 Index Fund and Deutsche VIT Small Cap Index Fund , respectively, for the year ended December 31, 2000. The waiver is voluntary, and may be terminated at any time. Goldman Sachs Asset Management has voluntarily agreed to reduce or limit certain other expenses (excluding management fees, taxes, interest, brokerage fees, litigation and other extraordinary expenses). Without any such limitation or reduction, the Other Expenses would have been 1.55% for the Goldman Sachs VIT CORESM Small Cap Equity Fund, 1.84% for the Goldman Sachs VIT Capital Growth Fund and 1.23% for the Goldman Sachs VIT CORESM Large Cap Growth Fund. The Investment Adviser may discontinue or modify any limitations in the future at its discretion. Morgan Guaranty Trust Company of New York, an affiliate of J.P. Morgan, has voluntarily agreed waive its fee and to reimburse the portfolio, to the extent certain expenses exceed 1.15% of the portfolio's average daily net assets during fiscal year 2001. Had there been no fee waiver and expense reimbursements, Other Expenses and Total Fund Expenses would have been 0.72% and 1.32%. Morgan Stanley Asset Management ("MSAM") has voluntarily agreed to waive its management fees and to reimburse the UIF Technology Portfolio if processing of such fees would cause the total annual operating expenses of the portfolio to exceed 1.15% for the UIF Technology Portfolio of average daily net assets. This fee waiver and reimbursement are voluntary and may be terminated at any time without notice. The Underlying Fund information above was provided by the Underlying Funds and was not independently verified by the Company. C-2 NET ANNUAL RATES OF INVESTMENT Taking into account the assumed 0.85% charge for Underlying Investment Company advisory fees and operating expenses, the gross annual rates of investment return of 0%, 6% and 12% correspond to net annual rates of -0.85%, 5.15% and 11.15%, respectively. The hypothetical returns shown in the table do not reflect any charges for income taxes against the Separate Account since no charges are currently made. However, if in the future such charges are made, in order to produce illustrated death benefits and cash values, the gross annual investment rate of return would have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges. UPON REQUEST, THE COMPANY WILL PROVIDE A COMPARABLE ILLUSTRATION BASED UPON THE PROPOSED INSURED'S AGE, SEX, AND UNDERWRITING CLASSIFICATION, AND THE REQUESTED FACE AMOUNT, SUM INSURED OPTION, AND RIDERS. C-3 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY GROUP VARIABLE LIFE CERTIFICATE MALE NON-SMOKER AGE 45 SPECIFIED FACE AMOUNT = $250,000 DEATH BENEFIT OPTION 1 GUARANTEED ISSUE CURRENT COST OF INSURANCE CHARGES
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN INTEREST ---------------------------------- ---------------------------------- CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT --------------------- ------------ --------- ----------- -------- --------- ----------- -------- 1 5,250 3,710 3,710 250,000 3,952 3,952 250,000 2 10,763 7,588 7,588 250,000 8,321 8,321 250,000 3 16,551 11,381 11,381 250,000 12,859 12,859 250,000 4 22,628 15,091 15,091 250,000 17,578 17,578 250,000 5 29,010 18,713 18,713 250,000 22,478 22,478 250,000 6 35,710 22,640 22,640 250,000 27,979 27,979 250,000 7 42,746 26,469 26,469 250,000 33,694 33,694 250,000 8 50,133 30,199 30,199 250,000 39,630 39,630 250,000 9 57,889 33,731 33,731 250,000 45,703 45,703 250,000 10 66,034 37,017 37,017 250,000 51,874 51,874 250,000 11 74,586 40,293 40,293 250,000 58,437 58,437 250,000 12 83,565 43,394 43,394 250,000 65,212 65,212 250,000 13 92,993 46,340 46,340 250,000 72,234 72,234 250,000 14 102,893 49,109 49,109 250,000 79,503 79,503 250,000 15 113,287 51,690 51,690 250,000 87,031 87,031 250,000 16 124,202 54,110 54,110 250,000 94,867 94,867 250,000 17 135,662 56,343 56,343 250,000 103,016 103,016 250,000 18 147,695 58,372 58,372 250,000 111,498 111,498 250,000 19 160,330 60,186 60,186 250,000 120,339 120,339 250,000 20 173,596 61,765 61,765 250,000 129,566 129,566 250,000 Age 60 113,287 51,690 51,690 250,000 87,031 87,031 250,000 Age 65 173,596 61,765 61,765 250,000 129,566 129,566 250,000 Age 70 250,567 65,844 65,844 250,000 184,273 184,273 250,000 Age 75 348,804 59,643 59,643 250,000 258,193 258,193 276,266 HYPOTHETICAL 12% GROSS INVESTMENT RETURN ---------------------------------- CERTIFICATE SURRENDER CERTIFICATE DEATH YEAR VALUE VALUE (2) BENEFIT --------------------- --------- ----------- -------- 1 4,195 4,195 250,000 2 9,083 9,083 250,000 3 14,459 14,459 250,000 4 20,377 20,377 250,000 5 26,889 26,889 250,000 6 34,487 34,487 250,000 7 42,855 42,855 250,000 8 52,079 52,079 250,000 9 62,159 62,159 250,000 10 73,154 73,154 250,000 11 85,532 85,532 250,000 12 99,205 99,205 250,000 13 114,354 114,354 250,000 14 131,156 131,156 250,000 15 149,824 149,824 250,000 16 170,626 170,626 250,000 17 193,839 193,839 250,000 18 219,660 219,660 276,771 19 248,213 248,213 307,784 20 279,792 279,792 341,346 Age 60 149,824 149,824 250,000 Age 65 279,792 279,792 341,346 Age 70 498,305 498,305 578,034 Age 75 862,783 862,783 923,178
(1) Assumes a $5,000 premium is paid at the beginning of each Certificate year. Values will be different if premiums are paid with a different frequency or in different amounts. (2) Assumes that no Certificate loan has been made. Excessive loans or withdrawals may cause this Certificate to lapse because of insufficient Certificate Value. THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A CERTIFICATE OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE SURRENDER VALUE OF UNITS, CERTIFICATE VALUE, AND DEATH BENEFIT FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CERTIFICATE VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. C-4 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY GROUP VARIABLE LIFE CERTIFICATE MALE NON-SMOKER AGE 45 SPECIFIED FACE AMOUNT = $250,000 DEATH BENEFIT OPTION 1 GUARANTEED ISSUE GUARANTEED COST OF INSURANCE CHARGES
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN INTEREST ---------------------------------- ---------------------------------- CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT --------------------- ------------ --------- ----------- -------- --------- ----------- -------- 1 5,250 2,967 2,967 250,000 3,184 3,184 250,000 2 10,763 5,816 5,816 250,000 6,435 6,435 250,000 3 16,551 8,544 8,544 250,000 9,754 9,754 250,000 4 22,628 11,150 11,150 250,000 13,137 13,137 250,000 5 29,010 13,629 13,629 250,000 16,583 16,583 250,000 6 35,710 16,233 16,233 250,000 20,355 20,355 250,000 7 42,746 18,690 18,690 250,000 24,186 24,186 250,000 8 50,133 20,987 20,987 250,000 28,067 28,067 250,000 9 57,889 23,111 23,111 250,000 31,988 31,988 250,000 10 66,034 25,051 25,051 250,000 35,939 35,939 250,000 11 74,586 26,866 26,866 250,000 40,008 40,008 250,000 12 83,565 28,477 28,477 250,000 44,104 44,104 250,000 13 92,993 29,878 29,878 250,000 48,225 48,225 250,000 14 102,893 31,052 31,052 250,000 52,358 52,358 250,000 15 113,287 31,975 31,975 250,000 56,490 56,490 250,000 16 124,202 32,623 32,623 250,000 60,603 60,603 250,000 17 135,662 32,968 32,968 250,000 64,679 64,679 250,000 18 147,695 32,965 32,965 250,000 68,688 68,688 250,000 19 160,330 32,570 32,570 250,000 72,600 72,600 250,000 20 173,596 31,735 31,735 250,000 76,385 76,385 250,000 Age 60 113,287 31,975 31,975 250,000 56,490 56,490 250,000 Age 65 173,596 31,735 31,735 250,000 76,385 76,385 250,000 Age 70 250,567 20,511 20,511 250,000 97,008 97,008 250,000 Age 75 348,804 0 0 0 111,136 111,136 250,000 HYPOTHETICAL 12% GROSS INVESTMENT RETURN ---------------------------------- CERTIFICATE SURRENDER CERTIFICATE DEATH YEAR VALUE VALUE (2) BENEFIT --------------------- --------- ----------- -------- 1 3,402 3,402 250,000 2 7,083 7,083 250,000 3 11,069 11,069 250,000 4 15,388 15,388 250,000 5 20,070 20,070 250,000 6 25,421 25,421 250,000 7 31,225 31,225 250,000 8 37,520 37,520 250,000 9 44,347 44,347 250,000 10 51,758 51,758 250,000 11 59,948 59,948 250,000 12 68,884 68,884 250,000 13 78,654 78,654 250,000 14 89,356 89,356 250,000 15 101,097 101,097 250,000 16 114,005 114,005 250,000 17 128,233 128,233 250,000 18 143,951 143,951 250,000 19 161,373 161,373 250,000 20 180,756 180,756 250,000 Age 60 101,097 101,097 250,000 Age 65 180,756 180,756 250,000 Age 70 326,211 326,211 378,405 Age 75 567,113 567,113 606,811
(1) Assumes a $5,000 premium is paid at the beginning of each Certificate year. Values will be different if premiums are paid with a different frequency or in different amounts. (2) Assumes that no Certificate loan has been made. Excessive loans or withdrawals may cause this Certificate to lapse because of insufficient Certificate Value. THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A CERTIFICATE OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE SURRENDER VALUE OF UNITS, CERTIFICATE VALUE, AND DEATH BENEFIT FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CERTIFICATE VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. C-5 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY GROUP VARIABLE LIFE CERTIFICATE MALE NON-SMOKER AGE 30 SPECIFIED FACE AMOUNT = $250,000 DEATH BENEFIT OPTION 2 GUARANTEED ISSUE CURRENT COST OF INSURANCE CHARGES
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN INTEREST ---------------------------------- ----------------------------------- CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT --------------------- ------------ --------- ----------- -------- --------- ----------- --------- 1 8,400 6,535 6,535 256,535 6,942 6,942 256,942 2 17,220 13,378 13,378 263,378 14,627 14,627 264,627 3 26,481 20,122 20,122 270,122 22,662 22,662 272,662 4 36,205 26,766 26,766 276,766 31,061 31,061 281,061 5 46,415 33,311 33,311 283,311 39,840 39,840 289,840 6 57,136 40,121 40,121 290,121 49,398 49,398 299,398 7 68,393 46,827 46,827 296,827 59,386 59,386 309,386 8 80,213 53,429 53,429 303,429 69,824 69,824 319,824 9 92,623 59,898 59,898 309,898 80,701 80,701 330,701 10 105,654 66,218 66,218 316,218 92,016 92,016 342,016 11 119,337 72,670 72,670 322,670 104,162 104,162 354,162 12 133,704 79,007 79,007 329,007 116,861 116,861 366,861 13 148,789 85,238 85,238 335,238 130,147 130,147 380,147 14 164,629 91,356 91,356 341,356 144,042 144,042 394,042 15 181,260 97,355 97,355 347,355 158,567 158,567 408,567 16 198,723 103,241 103,241 353,241 173,761 173,761 423,761 17 217,059 109,003 109,003 359,003 189,642 189,642 439,642 18 236,312 114,634 114,634 364,634 206,237 206,237 456,237 19 256,528 120,135 120,135 370,135 223,579 223,579 473,579 20 277,754 125,515 125,515 375,515 241,716 241,716 491,716 Age 60 558,086 173,430 173,430 423,430 480,735 480,735 730,735 Age 65 758,691 189,265 189,265 439,265 645,191 645,191 895,191 Age 70 1,014,718 195,696 195,696 445,696 846,067 846,067 1,096,067 Age 75 1,341,481 188,228 188,228 438,228 1,087,965 1,087,965 1,337,965 HYPOTHETICAL 12% GROSS INVESTMENT RETURN ----------------------------------- CERTIFICATE SURRENDER CERTIFICATE DEATH YEAR VALUE VALUE (2) BENEFIT --------------------- --------- ----------- --------- 1 7,350 7,350 257,350 2 15,925 15,925 265,925 3 25,406 25,406 275,406 4 35,887 35,887 285,887 5 47,473 47,473 297,473 6 60,679 60,679 310,679 7 75,275 75,275 325,275 8 91,409 91,409 341,409 9 109,210 109,210 359,210 10 128,835 128,835 378,835 11 150,978 150,978 400,978 12 175,495 175,495 426,452 13 202,636 202,636 478,221 14 232,652 232,652 532,774 15 265,839 265,839 590,164 16 302,543 302,543 650,468 17 343,114 343,114 717,109 18 387,952 387,952 787,542 19 437,508 437,508 861,891 20 492,306 492,306 940,304 Age 60 1,509,447 1,509,447 2,022,659 Age 65 2,571,810 2,571,810 3,137,609 Age 70 4,336,175 4,336,175 5,029,963 Age 75 7,279,142 7,279,142 7,788,682
(1)Assumes a $8,000 premium is paid at the beginning of each Certificate year. Values will be different if premiums are paid with a different frequency or in different amounts. (2) Assumes that no Certificate loan has been made. Excessive loans or withdrawals may cause this Certificate to lapse because of insufficient Certificate Value. THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A CERTIFICATE OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE SURRENDER VALUE OF UNITS, CERTIFICATE VALUE, AND DEATH BENEFIT FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CERTIFICATE VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. C-6 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY GROUP VARIABLE LIFE CERTIFICATE MALE NON-SMOKER AGE 30 SPECIFIED FACE AMOUNT = $250,000 DEATH BENEFIT OPTION 2 GUARANTEED ISSUE GUARANTEED COST OF INSURANCE CHARGES
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN INTEREST ---------------------------------- ----------------------------------- CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT --------------------- ------------ --------- ----------- -------- --------- ----------- --------- 1 8,400 6,096 6,096 256,096 6,487 6,487 256,487 2 17,220 12,060 12,060 262,060 13,222 13,222 263,222 3 26,481 17,892 17,892 267,892 20,214 20,214 270,214 4 36,205 23,589 23,589 273,589 27,466 27,466 277,466 5 46,415 29,152 29,152 279,152 34,987 34,987 284,987 6 57,136 34,708 34,708 284,708 42,914 42,914 292,914 7 68,393 40,127 40,127 290,127 51,132 51,132 301,132 8 80,213 45,406 45,406 295,406 59,643 59,643 309,643 9 92,623 50,544 50,544 300,544 68,458 68,458 318,458 10 105,654 55,541 55,541 305,541 77,584 77,584 327,584 11 119,337 60,550 60,550 310,550 87,238 87,238 337,238 12 133,704 65,423 65,423 315,423 97,251 97,251 347,251 13 148,789 70,162 70,162 320,162 107,636 107,636 357,636 14 164,629 74,763 74,763 324,763 118,404 118,404 368,404 15 181,260 79,224 79,224 329,224 129,564 129,564 379,564 16 198,723 83,541 83,541 333,541 141,127 141,127 391,127 17 217,059 87,710 87,710 337,710 153,103 153,103 403,103 18 236,312 91,729 91,729 341,729 165,505 165,505 415,505 19 256,528 95,594 95,594 345,594 178,344 178,344 428,344 20 277,754 99,300 99,300 349,300 191,629 191,629 441,629 Age 60 558,086 135,017 135,017 385,017 378,918 378,918 628,918 Age 65 758,691 141,408 141,408 391,408 501,641 501,641 751,641 Age 70 1,014,718 133,825 133,825 383,825 643,251 643,251 893,251 Age 75 1,341,481 103,418 103,418 353,418 798,281 798,281 1,048,281 HYPOTHETICAL 12% GROSS INVESTMENT RETURN ----------------------------------- CERTIFICATE SURRENDER CERTIFICATE DEATH YEAR VALUE VALUE (2) BENEFIT --------------------- --------- ----------- --------- 1 6,878 6,878 256,878 2 14,432 14,432 264,432 3 22,728 22,728 272,728 4 31,833 31,833 281,833 5 41,825 41,825 291,825 6 52,925 52,925 302,925 7 65,106 65,106 315,106 8 78,467 78,467 328,467 9 93,123 93,123 343,123 10 109,200 109,200 359,200 11 127,121 127,121 377,121 12 146,823 146,823 396,823 13 168,484 168,484 418,484 14 192,299 192,299 442,299 15 218,466 218,466 484,995 16 247,176 247,176 531,428 17 278,661 278,661 582,401 18 313,190 313,190 635,775 19 351,054 351,054 691,577 20 392,578 392,578 749,824 Age 60 1,200,142 1,200,142 1,608,190 Age 65 2,034,678 2,034,678 2,482,308 Age 70 3,405,680 3,405,680 3,950,588 Age 75 5,670,041 5,670,041 6,066,944
(1) Assumes a $8,000 premium is paid at the beginning of each Certificate year. Values will be different if premiums are paid with a different frequency or in different amounts. (2) Assumes that no Certificate loan has been made. Excessive loans or withdrawals may cause this Certificate to lapse because of insufficient Certificate Value. THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A CERTIFICATE OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE SURRENDER VALUE OF UNITS, CERTIFICATE VALUE, AND DEATH BENEFIT FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CERTIFICATE VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. C-7 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY GROUP VARIABLE LIFE CERTIFICATE MALE NON-SMOKER AGE 40 SPECIFIED FACE AMOUNT = $250,000 DEATH BENEFIT OPTION 3 GUARANTEED ISSUE CURRENT COST OF INSURANCE CHARGES
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN INTEREST ---------------------------------- ----------------------------------- CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT --------------------- ------------ --------- ----------- -------- --------- ----------- --------- 1 11,865 9,257 9,257 250,000 9,833 9,833 250,000 2 24,323 18,932 18,932 250,000 20,700 20,700 250,000 3 37,404 28,463 28,463 250,000 32,060 32,060 250,000 4 51,140 37,847 37,847 250,000 43,931 43,931 250,000 5 65,562 47,086 47,086 250,000 56,337 56,337 250,000 6 80,705 56,707 56,707 250,000 69,857 69,857 250,000 7 96,605 66,178 66,178 250,000 83,992 83,992 250,000 8 113,300 75,499 75,499 250,000 98,723 98,723 284,282 9 130,830 84,628 84,628 250,000 114,006 114,006 317,930 10 149,237 93,530 93,530 252,643 129,810 129,810 350,643 11 168,564 102,591 102,591 268,484 146,698 146,698 383,913 12 188,857 111,457 111,457 282,658 164,252 164,252 416,546 13 210,165 120,142 120,142 295,332 182,512 182,512 448,651 14 232,538 128,641 128,641 306,618 201,495 201,495 480,266 15 256,030 136,945 136,945 316,602 221,207 221,207 511,407 16 280,696 145,082 145,082 325,465 241,716 241,716 542,246 17 306,596 153,041 153,041 333,274 263,029 263,029 572,795 18 333,791 160,823 160,823 340,121 285,173 285,173 603,108 19 362,345 168,423 168,423 346,064 308,163 308,163 633,193 20 392,328 175,833 175,833 351,156 332,009 332,009 663,056 Age 60 392,328 175,833 175,833 351,156 332,009 332,009 663,056 Age 65 566,282 211,241 211,241 368,560 467,487 467,487 815,641 Age 70 788,297 241,336 241,336 373,354 627,412 627,412 970,622 Age 75 1,071,650 266,155 266,155 370,968 813,759 813,759 1,134,220 HYPOTHETICAL 12% GROSS INVESTMENT RETURN ----------------------------------- CERTIFICATE SURRENDER CERTIFICATE DEATH YEAR VALUE VALUE (2) BENEFIT --------------------- --------- ----------- --------- 1 10,409 10,409 250,000 2 22,538 22,538 250,000 3 35,946 35,946 250,000 4 50,767 50,767 250,000 5 67,153 67,153 250,000 6 85,848 85,848 263,745 7 106,457 106,457 316,608 8 129,158 129,158 371,923 9 154,084 154,084 429,694 10 181,377 181,377 489,935 11 212,011 212,011 554,841 12 245,708 245,708 623,123 13 282,796 282,796 695,167 14 323,592 323,592 771,284 15 368,429 368,429 851,768 16 417,774 417,774 937,202 17 472,036 472,036 1,027,946 18 531,692 531,692 1,124,466 19 597,241 597,241 1,227,172 20 669,220 669,220 1,336,500 Age 60 669,220 669,220 1,336,500 Age 65 1,155,016 1,155,016 2,015,197 Age 70 1,921,841 1,921,841 2,973,139 Age 75 3,119,972 3,119,972 4,348,626
(1) Assumes a $11,300 premium is paid at the beginning of each Certificate year. Values will be different if premiums are paid with a different frequency or in different amounts. (2) Assumes that no Certificate loan has been made. Excessive loans or withdrawals may cause this Certificate to lapse because of insufficient Certificate Value. THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A CERTIFICATE OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE SURRENDER VALUE OF UNITS, CERTIFICATE VALUE, AND DEATH BENEFIT FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CERTIFICATE VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. C-8 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY GROUP VARIABLE LIFE CERTIFICATE MALE NON-SMOKER AGE 40 SPECIFIED FACE AMOUNT = $250,000 DEATH BENEFIT OPTION 3 GUARANTEED ISSUE GUARANTEED COST OF INSURANCE CHARGES
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN INTEREST ---------------------------------- ---------------------------------- CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT --------------------- ------------ --------- ----------- -------- --------- ----------- -------- 1 11,865 8,577 8,577 250,000 9,128 9,128 250,000 2 24,323 16,957 16,957 250,000 18,597 18,597 250,000 3 37,404 25,143 25,143 250,000 28,422 28,422 250,000 4 51,140 33,139 33,139 250,000 38,617 38,617 250,000 5 65,562 40,947 40,947 250,000 49,199 49,199 250,000 6 80,705 48,768 48,768 250,000 60,391 60,391 250,000 7 96,605 56,401 56,401 250,000 72,013 72,013 250,000 8 113,300 63,851 63,851 250,000 84,089 84,089 250,000 9 130,830 71,119 71,119 250,000 96,592 96,592 264,825 10 149,237 78,209 78,209 250,000 109,466 109,466 290,735 11 168,564 85,338 85,338 250,000 123,008 123,008 316,550 12 188,857 92,301 92,301 250,000 136,963 136,963 341,599 13 210,165 99,098 99,098 250,000 151,332 151,332 365,906 14 232,538 105,711 105,711 250,000 166,109 166,109 389,496 15 256,030 112,102 112,102 255,011 181,292 181,292 412,405 16 280,696 118,267 118,267 261,107 196,876 196,876 434,659 17 306,596 124,205 124,205 266,250 212,860 212,860 456,292 18 333,791 129,923 129,923 270,529 229,247 229,247 477,345 19 362,345 135,418 135,418 274,005 246,032 246,032 497,820 20 392,328 140,688 140,688 276,742 263,202 263,202 517,735 Age 60 392,328 140,688 140,688 276,742 263,202 263,202 517,735 Age 65 566,282 170,333 170,333 293,106 368,902 368,902 634,801 Age 70 788,297 194,045 194,045 296,511 488,259 488,259 746,088 Age 75 1,071,650 211,449 211,449 291,561 618,517 618,517 852,857 HYPOTHETICAL 12% GROSS INVESTMENT RETURN ---------------------------------- CERTIFICATE SURRENDER CERTIFICATE DEATH YEAR VALUE VALUE (2) BENEFIT --------------------- --------- ----------- -------- 1 9,680 9,680 250,000 2 20,305 20,305 250,000 3 31,973 31,973 250,000 4 44,791 44,791 250,000 5 58,879 58,879 250,000 6 74,583 74,583 250,000 7 91,835 91,835 268,473 8 110,648 110,648 313,223 9 131,151 131,151 359,574 10 153,488 153,488 407,654 11 178,215 178,215 458,622 12 205,183 205,183 511,745 13 234,573 234,573 567,175 14 266,575 266,575 625,072 15 301,397 301,397 685,622 16 339,257 339,257 749,006 17 380,398 380,398 815,433 18 425,089 425,089 885,134 19 473,601 473,601 958,286 20 526,217 526,217 1,035,102 Age 60 526,217 526,217 1,035,102 Age 65 896,401 896,401 1,542,511 Age 70 1,459,667 1,459,667 2,230,455 Age 75 2,297,004 2,297,004 3,167,277
(1) Assumes a $11,300 premium is paid at the beginning of each Certificate year. Values will be different if premiums are paid with a different frequency or in different amounts. (2) Assumes that no Certificate loan has been made. Excessive loans or withdrawals may cause this Certificate to lapse because of insufficient Certificate Value. THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A CERTIFICATE OWNER, AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE SURRENDER VALUE OF UNITS, CERTIFICATE VALUE, AND DEATH BENEFIT FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CERTIFICATE VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. C-9 APPENDIX D MONTHLY EXPENSE CHARGE TABLE (PER THOUSAND OF BASE FACE AMOUNT)
Unit Charges/per $1,000 Face Issue Age Non-smoker Smoker --------- ---------- ------ 0 0.0250 0.0250 1 0.0275 0.0275 2 0.0275 0.0275 3 0.0275 0.0275 4 0.0275 0.0275 5 0.0300 0.0300 6 0.0300 0.0300 7 0.0300 0.0300 8 0.0300 0.0300 9 0.0325 0.0325 10 0.0325 0.0325 11 0.0325 0.0325 12 0.0350 0.0350 13 0.0350 0.0350 14 0.0350 0.0350 15 0.0375 0.0375 16 0.0375 0.0375 17 0.0375 0.0375 18 0.0300 0.0400 19 0.0300 0.0400 20 0.0325 0.0400 21 0.0325 0.0425 22 0.0325 0.0425 23 0.0350 0.0425 24 0.0350 0.0450 25 0.0375 0.0450 26 0.0375 0.0475 27 0.0375 0.0475 28 0.0400 0.0475 29 0.0400 0.0500 30 0.0425 0.0500 31 0.0425 0.0525 32 0.0425 0.0525 33 0.0450 0.0525 34 0.0450 0.0550 35 0.0450 0.0550 36 0.0500 0.0600 37 0.0525 0.0650 38 0.0575 0.0700 39 0.0600 0.0725 40 0.0650 0.0775 41 0.0675 0.0825 42 0.0725 0.0875 43 0.0750 0.0925 44 0.0800 0.0975 45 0.0825 0.1000 46 0.0875 0.1050 47 0.0900 0.1100
D-1
Unit Charges/per $1,000 Face Issue Age Non-smoker Smoker --------- ---------- ------ 48 0.0950 0.1150 49 0.1000 0.1200 50 0.1050 0.1250 51 0.1075 0.1300 52 0.1100 0.1325 53 0.1150 0.1375 54 0.1175 0.1425 55 0.1200 0.1475 56 0.1275 0.1550 57 0.1375 0.1650 58 0.1450 0.1750 59 0.1525 0.1825 60 0.1600 0.1925 61 0.1700 0.1975 62 0.1775 0.2025 63 0.1875 0.2075 64 0.1975 0.2125 65 0.2075 0.2175 66 0.2075 0.2150 67 0.2050 0.2150 68 0.2050 0.2125 69 0.2050 0.2125 70 0.2050 0.2100 71 0.2050 0.2100 72 0.2050 0.2100 73 0.2050 0.2100 74 0.2050 0.2100 75 0.2050 0.2100 76 0.2050 0.2100 77 0.2050 0.2100 78 0.2050 0.2100 79 0.2050 0.2100 80 0.2050 0.2100 81 0.2050 0.2100 82 0.2050 0.2100 83 0.2050 0.2100 84 0.2050 0.2100 85 0.2050 0.2100
Example 1: Assume that a Nonsmoker, Age 40, purchases a Certificate with a Face Amount of $100,000, of which $50,000 is attributable to the Base Amount and $50,000 is attributable to the Insured Term Rider. The Monthly Expense Charge, if applicable, is assessed only on the Base Amount. From the table above, the Monthly Expense Charge would be $3.25 per month or (0.0650 per $1000 Base Face *$50,000 Base Amount). Example 2: Assume that a Nonsmoker, Age 40, purchases a Certificate with a Face Amount of $100,000, all of which is attributable to the Base Amount (there is no Insured Term Rider). From the table above, the monthly expense charge would be $6.50 per month or (0.0650 per $1000 Base Face *$100,000 Base Face). D-2 APPENDIX E PERFORMANCE INFORMATION The Certificates will be offered to the public in 2001. However, the Company may advertise "Total Return" and "Average Annual Total Return" performance information based on the periods that the Sub-Accounts have been in existence (Tables I(A) and I(B)), and based on the periods that the Underlying Funds have been in existence (Tables II (A) and II (B)). The results for any period prior to the Certificates being offered will be calculated as if the Certificates had been offered during that period of time, with all charges assumed to be those applicable to the Sub-Accounts, the Underlying Funds, and (in Tables I(A) and II(A)) under a "representative" Certificate that is surrendered at the end of the applicable period. For more information on charges under the Certificates, see CHARGES AND DEDUCTIONS. In each Table in Appendix E, "One-Year Total Return" refers to the total of the income generated by a Sub-Account, based on certain charges and assumptions as described in the respective tables, for the one-year period ended December 31, 2000. "Average Annual Total Return" is based on the same charges and assumptions, but reflects the hypothetical annually compounded return that would have produced the same cumulative return if the Sub-Account's performance had been constant over the entire period. Because average annual total returns tend to smooth out variations in annual performance return, they are not the same as actual year-by-year results. Performance information may be compared, in reports and promotional literature, to: (1) the Standard & Poor's 500 Stock Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond Index or other unmanaged indices so that investors may compare results with those of a group of unmanaged securities widely regarded by investors as representative of the securities markets in general; (2) other groups of variable life separate accounts or other investment products tracked by Lipper Inc., a widely used independent research firm which ranks mutual funds and other investment products by overall performance, investment objectives, and assets, or tracked by other services, companies, publications, or persons, such as Morningstar, Inc., who rank such investment products on overall performance or other criteria; or (3) the Consumer Price Index (a measure for inflation) to assess the real rate of return from an investment. Unmanaged indices may assume the reinvestment of dividends but generally do not reflect deductions for administrative and management costs and expenses. At times, the Company may also advertise the ratings and other information assigned to it by independent rating organizations such as A.M. Best Company ("A.M. Best"), Moody's Investors Services ("Moody's"), Standard & Poor's Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's ratings reflect their current opinion of the Company's relative financial strength and operating performance in comparison to the norms of the life/health insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an insurance company to meet its obligations under insurance policies it issues and do not measure the ability of such companies to meet other non-policy obligations. The ratings also do not relate to the performance of the Underlying Portfolios. The Company may provide information on various topics of interest to Certificate Owners and prospective Certificate Owners in sales literature, periodic publications or other materials. These topics may include the relationship between sectors of the economy and the economy as a whole and its effect on various securities markets, investment strategies and techniques (such as value investing, market timing, dollar cost averaging, asset allocation, constant ratio transfer and account rebalancing), the advantages and disadvantages of investing in tax-deferred and taxable investments, customer profiles and hypothetical purchase and investment scenarios, financial management and tax and retirement planning, and investment alternatives to certificates of deposit and other financial instruments. E-1 TABLE I(A) AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT FOR PERIODS ENDING DECEMBER 31, 2000 SINCE INCEPTION OF SUB-ACCOUNT NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE CERTIFICATE The following performance information is based on the periods that the Sub-Accounts have been in existence. The data is net of expenses of the Underlying Funds, all Sub-Account charges, and all Certificate charges for a representative Certificate. It is assumed that the Insured is male, Age 36, standard (non-smoker) Premium Class, that the Face Amount of the Certificate is $250,000, that an annual premium payment of $3,000 (approximately one Guideline Annual Premium) was made at the beginning of each Certificate year, that ALL premiums were allocated to EACH Sub-Account individually, and that there was a full surrender of the Certificate at the end of the applicable period. TEN YEARS OR SUB-ACCOUNT ONE-YEAR LIFE OF INCEPTION TOTAL 5 SUB-ACCOUNT DATE RETURN YEARS (IF LESS) AIT Core Equity Fund 11/13/96 -33.60% N/A 3.84% AIT Government Bond Fund 11/13/96 -18.05% N/A -4.66% AIT Money Market Fund 11/13/96 -20.93% N/A -5.18% AIT Select Aggressive Growth Fund 11/13/96 -45.53% N/A -2.97% AIT Select Capital Appreciation Fund 11/13/96 -20.60% N/A 2.77% AIT Select Emerging Markets Fund 03/10/00 N/A N/A -49.69% AIT Select Growth and Income Fund 11/13/96 -34.63% N/A 0.31% AIT Select Growth Fund 11/13/96 -40.18% N/A 6.09% AIT Select International Equity Fund 11/13/96 -33.18% N/A 0.31% AIT Select Investment Grade Income Fund 11/13/96 -17.80% N/A -4.32% AIT Select Strategic Growth Fund 03/10/00 N/A N/A -45.85% AIT Select Strategic Income Fund N/A N/A N/A N/A AIT Select Value Opportunity Fund 11/13/96 -1.72% N/A 2.82% Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio N/A N/A N/A N/A Credit Suisse Warburg Pincus Small Company Growth Portfolio N/A N/A N/A N/A Deutsche VIT Equity 500 Index Fund N/A N/A N/A N/A Deutsche VIT Small Cap Index Fund N/A N/A N/A N/A Fidelity VIP Equity-Income Portfolio 11/13/96 -19.31% N/A 2.29% Fidelity VIP Growth Portfolio 11/13/96 -34.77% N/A 8.35% Fidelity VIP High Income Portfolio 11/13/96 -43.89% N/A -11.44% Fidelity VIP Overseas Portfolio 11/13/96 -41.23% N/A -0.74% Fidelity VIP II Contrafund-Registered Trademark- Portfolio N/A N/A N/A N/A Goldman Sachs VIT Capital Growth Fund N/A N/A N/A N/A Goldman Sachs VIT CORE-SM- Large Cap Growth Fund N/A N/A N/A N/A Goldman Sachs VIT CORE-SM- Small Cap Equity Fund N/A N/A N/A N/A J.P. Morgan Small Company Portfolio N/A N/A N/A N/A Janus Aspen Aggressive Growth Portfolio (Service Shares) N/A N/A N/A N/A PIMCO Total Return Bond Portfolio II N/A N/A N/A N/A T. Rowe Price International Stock Portfolio 03/10/00 N/A N/A -36.24% UIF Technology Portfolio N/A N/A N/A N/A
No performance information is given for the other Sub-Accounts because they had not begun operations as of the date of this Prospectus. PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT MAY BE ACHIEVED IN THE FUTURE. E-2 TABLE I(B) SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 2000 SINCE INCEPTION OF SUB-ACCOUNT EXCLUDING MONTHLY CERTIFICATE CHARGES AND SURRENDER CHARGES The following performance information is based on the periods that the Sub-Accounts have been in existence. The performance information is net of total Underlying Fund expenses and all Sub-Account charges. THE DATA DOES NOT REFLECT MONTHLY CHARGES UNDER THE CERTIFICATE. It is assumed that an annual premium payment of $3,000 (approximately one Guideline Annual Premium) was made at the beginning of each Certificate year and that ALL premiums were allocated to EACH Sub-Account individually. TEN YEARS OR SUB-ACCOUNT ONE-YEAR LIFE OF INCEPTION TOTAL 5 SUB-ACCOUNT DATE RETURN YEARS (IF LESS) AIT Core Equity Fund 11/13/96 -10.33% N/A 13.84% AIT Government Bond Fund 11/13/96 9.01% N/A 5.11% AIT Money Market Fund 11/13/96 5.44% N/A 4.57% AIT Select Aggressive Growth Fund 11/13/96 -25.22% N/A 6.84% AIT Select Capital Appreciation Fund 11/13/96 5.85% N/A 12.74% AIT Select Emerging Markets Fund 03/10/00 N/A N/A -41.20% AIT Select Growth and Income Fund 11/13/96 -11.61% N/A 10.21% AIT Select Growth Fund 11/13/96 -18.53% N/A 16.15% AIT Select International Equity Fund 11/13/96 -9.79% N/A 10.21% AIT Select Investment Grade Income Fund 11/13/96 9.32% N/A 5.45% AIT Select Strategic Growth Fund 03/10/00 N/A N/A -35.24% AIT Select Strategic Income Fund N/A N/A N/A N/A AIT Select Value Opportunity Fund 11/13/96 29.22% N/A 12.79% Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio N/A N/A N/A N/A Credit Suisse Warburg Pincus Small Company Growth Portfolio N/A N/A N/A N/A Deutsche VIT Equity 500 Index Fund N/A N/A N/A N/A Deutsche VIT Small Cap Index Fund N/A N/A N/A N/A Fidelity VIP Equity-Income Portfolio 11/13/96 7.44% N/A 12.24% Fidelity VIP Growth Portfolio 11/13/96 -11.78% N/A 18.47% Fidelity VIP High Income Portfolio 11/13/96 -23.17% N/A -1.84% Fidelity VIP Overseas Portfolio 11/13/96 -19.84% N/A 9.13% Fidelity VIP II Contrafund-Registered Trademark- Portfolio N/A N/A N/A N/A Goldman Sachs VIT Capital Growth Fund N/A N/A N/A N/A Goldman Sachs VIT CORE-SM- Large Cap Growth Fund N/A N/A N/A N/A Goldman Sachs VIT CORE-SM- Small Cap Equity Fund N/A N/A N/A N/A J.P. Morgan Small Company Portfolio N/A N/A N/A N/A Janus Aspen Aggressive Growth Portfolio (Service Shares) N/A N/A N/A N/A PIMCO Total Return Bond Portfolio II N/A N/A N/A N/A T. Rowe Price International Stock Portfolio 03/10/00 N/A N/A -20.37% UIF Technology Portfolio N/A N/A N/A N/A
No performance information is given for the other Sub-Accounts because they had not begun operations as of the date of this Prospectus. PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT MAY BE ACHIEVED IN THE FUTURE. E-3 TABLE II(A) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 2000 SINCE INCEPTION OF UNDERLYING PORTFOLIO(1) NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE CERTIFICATE The following performance information is based on the periods that the Underlying Funds have been in existence. The data is net of expenses of the Underlying Funds, all Sub-Account charges, and all Certificate charges for a representative Certificate. It is assumed that the Insured is male, Age 36, standard (nonsmoker) Premium Class, that the Face Amount of the Certificate is $250,000, that an annual premium payment of $3,000 (approximately one Guideline Annual Premium) was made at the beginning of each Certificate year, that ALL premiums were allocated to EACH Sub-Account individually, and that there was a full surrender of the Certificate at the end of the applicable period. UNDERLYING PORTFOLIO TEN YEARS OR INCEPTION ONE-YEAR 5 LIFE OF FUND DATE TOTAL RETURN YEARS (IF LESS) AIT Core Equity Fund 04/29/85 -33.60% 6.50% 11.21% AIT Government Bond Fund 08/26/91 -18.05% -3.65% 1.37% AIT Money Market Fund 04/29/85 -20.93% -3.82% -0.01% AIT Select Aggressive Growth Fund 08/21/92 -45.53% 0.86% 8.34% AIT Select Capital Appreciation Fund 04/28/95 -20.60% 4.20% 10.24% AIT Select Emerging Markets Fund 02/20/98 -55.53% N/A -19.94% AIT Select Growth and Income Fund 08/21/92 -34.63% 3.38% 6.58% AIT Select Growth Fund 08/21/92 -40.18% 9.22% 9.39% AIT Select International Equity Fund 05/02/94 -33.18% 2.83% 4.34% AIT Select Investment Grade Income Fund 04/29/85 -17.80% -3.32% 2.94% AIT Select Strategic Growth Fund 02/20/98 -55.38% N/A -23.97% AIT Select Strategic Income Fund 07/03/00 N/A N/A -17.24% AIT Select Value Opportunity Fund 04/30/93 -1.72% 6.40% 7.63% Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio 09/30/96 -41.09% N/A 0.35% Credit Suisse Warburg Pincus Small Company Growth Portfolio 06/30/95 -40.43% 2.70% 6.87% Deutsche VIT Equity 500 Index Fund 10/01/97 -33.39% N/A -1.41% Deutsche VIT Small Cap Index Fund 08/25/97 -29.12% N/A -7.25% Fidelity VIP Equity-Income Portfolio 10/09/86 -19.31% 4.01% 12.45% Fidelity VIP Growth Portfolio 10/09/86 -34.77% 9.72% 15.04% Fidelity VIP High Income Portfolio 09/19/85 -43.89% -7.76% 4.88% Fidelity VIP Overseas Portfolio 01/28/87 -41.23% 1.05% 4.30% Fidelity VIP II Contrafund-Registered Trademark- Portfolio 01/03/95 -31.30% 8.27% 13.22% Goldman Sachs VIT Capital Growth Fund 04/30/98 -32.36% N/A -4.08% Goldman Sachs VIT CORE-SM- Large Cap Growth Fund 02/13/98 -43.85% N/A -6.64% Goldman Sachs VIT CORE-SM- Small Cap Equity Fund 02/13/98 -24.64% N/A -10.85% J.P. Morgan Small Company Portfolio 12/31/94 -35.04% 3.11% 7.81% Janus Aspen Aggressive Growth Portfolio (Service Shares) 09/13/93 -51.25% 10.30% 15.51% PIMCO Total Return Bond Portfolio II 05/28/99 -17.01% N/A -13.92% T. Rowe Price International Stock Portfolio 03/31/94 -40.22% -0.89% 1.21% UIF Technology Portfolio 11/30/99 -33.77% N/A -16.72%
(1) Many of the Underlying Funds in which the Sub-Accounts invest existed prior to the date the Sub-Accounts commenced operations. In this table, the specified period is based on the inception date of each Underlying Fund rather than the inception date of the Sub-Account. As such, the table represents what the performance of a Sub-Account would have been if the Sub-Account had been both in existence and invested in the corresponding Underlying Fund since the date indicated. In that respect, these numbers are hypothetical and are not the actual performance numbers for the Sub-Accounts or the Certificates. PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT MAY BE ACHIEVED IN THE FUTURE. E-4 TABLE II(B) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 2000 SINCE INCEPTION OF UNDERLYING PORTFOLIO(1) EXCLUDING MONTHLY CERTIFICATE CHARGES AND SURRENDER CHARGES The following performance information is based on the periods that the Underlying Funds have been in existence. The performance information is net of total Underlying Fund expenses and all Sub-Account charges. THE DATA DOES NOT REFLECT MONTHLY CHARGES UNDER THE CERTIFICATE CHARGES. It is assumed that an annual premium payment of $3,000 (approximately one Guideline Annual Premium) was made at the beginning of each Certificate year and that ALL premiums were allocated to EACH Sub-Account individually. UNDERLYING PORTFOLIO TEN YEARS OR INCEPTION ONE-YEAR 5 LIFE OF FUND DATE TOTAL RETURN YEARS (IF LESS) AIT Core Equity Fund 04/29/85 -10.33% 14.96% 15.13% AIT Government Bond Fund 08/26/91 9.01% 4.70% 5.65% AIT Money Market Fund 04/29/85 5.44% 4.53% 4.06% AIT Select Aggressive Growth Fund 08/21/92 -25.22% 9.25% 13.07% AIT Select Capital Appreciation Fund 04/28/95 5.85% 12.63% 17.63% AIT Select Emerging Markets Fund 02/20/98 -37.79% N/A -7.67% AIT Select Growth and Income Fund 08/21/92 -11.61% 11.80% 11.32% AIT Select Growth Fund 08/21/92 -18.53% 17.71% 14.12% AIT Select International Equity Fund 05/02/94 -9.79% 11.24% 10.43% AIT Select Investment Grade Income Fund 04/29/85 9.32% 5.03% 6.95% AIT Select Strategic Growth Fund 02/20/98 -37.60% N/A -11.96% AIT Select Strategic Income Fund 07/03/00 N/A N/A 4.78% AIT Select Value Opportunity Fund 04/30/93 29.22% 14.86% 12.84% Credit Suisse Warburg Pincus Global Post-Venture Capital Portfolio 09/30/96 -19.67% N/A 10.03% Credit Suisse Warburg Pincus Small Company Growth Portfolio 06/30/95 -18.85% 11.11% 14.50% Deutsche VIT Equity 500 Index Fund 10/01/97 -10.06% N/A 10.70% Deutsche VIT Small Cap Index Fund 08/25/97 -4.74% N/A 4.30% Fidelity VIP Equity-Income Portfolio 10/09/86 7.44% 12.44% 16.36% Fidelity VIP Growth Portfolio 10/09/86 -11.78% 18.22% 18.95% Fidelity VIP High Income Portfolio 09/19/85 -23.17% 0.56% 8.86% Fidelity VIP Overseas Portfolio 01/28/87 -19.84% 9.45% 8.29% Fidelity VIP II Contrafund-Registered Trademark- Portfolio 01/03/95 -7.46% 16.75% 20.13% Goldman Sachs VIT Capital Growth Fund 04/30/98 -8.78% N/A 10.14% Goldman Sachs VIT CORE-SM- Large Cap Growth Fund 02/13/98 -23.12% N/A 6.41% Goldman Sachs VIT CORE-SM- Small Cap Equity Fund 02/13/98 0.83% N/A 1.93% J.P. Morgan Small Company Portfolio 12/31/94 -12.12% 11.53% 14.66% Janus Aspen Aggressive Growth Portfolio (Service Shares) 09/13/93 -32.40% 18.81% 21.06% PIMCO Total Return Bond Portfolio II 05/28/99 10.30% N/A 6.93% T. Rowe Price International Stock Portfolio 03/31/94 -18.58% 7.48% 7.19% UIF Technology Portfolio 11/30/99 -24.25% N/A -5.57%
(1) Many of the Underlying Funds in which the Sub-Accounts invest existed prior to the date the Sub-Accounts commenced operations. In this table, the specified period is based on the inception date of each Underlying Fund rather than the inception date of the Sub-Account. As such, the table represents what the performance of a Sub-Account would have been if the Sub-Account had been both in existence and invested in the corresponding Underlying Fund since the date indicated. In that respect, these numbers are hypothetical and are not the actual performance numbers for the Sub-Accounts or the Certificates. PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT MAY BE ACHIEVED IN THE FUTURE. E-5 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Allmerica Financial Corporation) CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) Three Months Ended March 31, (In millions) 2001 2000 ------------- ------ -------- REVENUES Premiums................................... $ 25.5 $ 26.5 Universal life and investment product policy fees.............................. 100.4 102.5 Net investment income...................... 108.1 99.4 Net realized investment losses............. (6.5) (8.6) Other income............................... 26.2 24.0 ------ -------- Total revenues......................... 253.7 243.8 ------ -------- BENEFITS, LOSSES AND EXPENSES Policy benefits, claims, losses and loss adjustment expenses...................... 118.8 112.6 Policy acquisition expenses................ 19.6 25.7 Other operating expenses................... 73.3 60.3 ------ -------- Total benefits, losses and expenses.... 211.7 198.6 ------ -------- Income from continuing operations before federal income taxes.......................... 42.0 45.2 ------ -------- FEDERAL INCOME TAX EXPENSE (BENEFIT): Current.................................... (8.2) (2.9) Deferred................................... 15.3 11.2 ------ -------- Total federal income tax expense....... 7.1 8.3 ------ -------- Income from continuing operations before cumulative effect of change in accounting principle..................................... 34.9 36.9 Cumulative effect of change in accounting principle (less applicable income tax benefit of $1.7M for the quarter ended March 31, 2001)......................................... (3.2) -- ------ -------- Net income..................................... $ 31.7 $ 36.9 ====== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-1 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Allmerica Financial Corporation) CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited) March 31, December 31, (In millions) 2001 2000 ------------- ----------- ------------- ASSETS Investments: Fixed maturities at fair value (amortized cost of $4,496.9 and $4,366.3)............................ $ 5,007.6 $ 4,735.8 Equity securities at fair value (cost of $53.5 and $44.1)............................................ 68.7 57.1 Mortgage loans...................................... 600.5 617.6 Policy loans........................................ 382.8 381.3 Real estate and other long-term investments......... 169.4 190.5 --------- --------- Total investments............................... 6,229.0 5,982.3 --------- --------- Cash and cash equivalents............................. 726.6 124.9 Accrued investment income............................. 100.3 95.7 Deferred policy acquisition costs..................... 1,423.9 1,424.3 Reinsurance receivable on paid and unpaid losses, benefits and unearned premiums...................... 455.3 467.1 Premiums, accounts and notes receivable............... 10.8 27.8 Other assets.......................................... 307.6 251.9 Separate account assets............................... 15,594.4 17,437.4 --------- --------- Total assets.................................... $24,847.9 $25,811.4 ========= ========= LIABILITIES Policy liabilities and accruals: Future policy benefits.............................. $ 3,690.3 $ 3,617.4 Outstanding claims, losses.......................... 133.6 157.3 Unearned premiums................................... 5.4 5.5 Contractholder deposit funds and other policy liabilities....................................... 2,096.8 2,174.2 --------- --------- Total policy liabilities and accruals........... 5,926.1 5,954.4 --------- --------- Expenses and taxes payable............................ 498.7 421.0 Reinsurance premiums payable.......................... 5.8 11.5 Trust instruments supported by funding obligations.... 1,338.0 621.5 Closed Block liabilities.............................. 69.9 26.6 Separate account liabilities.......................... 15,594.4 17,437.4 --------- --------- Total liabilities............................... 23,432.9 24,472.4 --------- --------- Commitments and contingencies (Note 10) SHAREHOLDER'S EQUITY Common stock, $10 par value, 1 million shares authorized, 500,001 shares issued and outstanding... 5.0 5.0 Additional paid-in capital............................ 569.0 569.0 Accumulated other comprehensive income (loss)......... 35.6 (8.7) Retained earnings..................................... 805.4 773.7 --------- --------- Total shareholder's equity...................... 1,415.0 1,339.0 --------- --------- Total liabilities and shareholder's equity...... $24,847.9 $25,811.4 ========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-2 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Allmerica Financial Corporation) CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(Unaudited) Three Months Ended March 31, (In millions) 2001 2000 ------------- -------- -------- COMMON STOCK................................... $ 5.0 $ 5.0 -------- -------- ADDITIONAL PAID-IN CAPITAL..................... 569.0 569.0 -------- -------- ACCUMULATED OTHER COMPREHENSIVE INCOME Net unrealized appreciation on investments Balance at beginning of period............. (8.7) (14.9) Appreciation (depreciation) during the period: Net appreciation on available-for-sale securities............................. 68.2 1.1 Provision for deferred federal income taxes.................................. (23.9) (0.4) -------- -------- Other comprehensive income............... 44.3 0.7 -------- -------- Balance at end of period................... 35.6 (14.2) -------- -------- RETAINED EARNINGS Balance at beginning of period............. 773.7 647.3 Net income................................. 31.7 36.9 -------- -------- Balance at end of period................... 805.4 684.2 -------- -------- Total shareholder's equity............. $1,415.0 $1,244.0 ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-3 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Allmerica Financial Corporation) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) Three Months Ended March 31, (In millions) 2001 2000 ------------- ------ ------ Net income.................................. $ 31.7 $36.9 ------ ----- Other comprehensive income: Net appreciation on available-for-sale securities............................ 77.1 1.1 Provision for deferred federal income taxes................................. (27.0) (0.4) ------ ----- Total available-for-sale securities... 50.1 0.7 ------ ----- Derivative instruments: Net depreciation during period.......... (8.9) -- Benefit for deferred federal income taxes................................. 3.1 -- ------ ----- Total derivative instruments.......... (5.8) -- ------ ----- Other comprehensive income............ 44.3 0.7 ------ ----- Comprehensive income........................ $ 76.0 $36.7 ====== =====
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-4 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Allmerica Financial Corporation) CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Three Months Ended March 31, (In millions) 2001 2000 ------------- ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net income.............................. $ 31.6 $ 36.9 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Net realized loses (gains).......... 6.5 8.5 Net amortization and depreciation... 0.7 5.8 Deferred federal income taxes....... 15.3 11.2 Change in deferred acquisition costs............................. (13.7) (50.1) Change in premiums and notes receivable, net of reinsurance.... 11.3 10.9 Change in accrued investment income............................ (4.7) 2.5 Change in policy liabilities and accruals, net..................... 146.9 (151.1) Change in reinsurance receivable.... 11.9 20.8 Change in expenses and taxes payable........................... (21.1) (15.6) Separate account activity, net...... 0.1 (0.1) Other, net.......................... (30.0) 19.7 ------- ------- Net cash (used in) provided by operating activities.......... 154.8 (100.6) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposals and maturities of available-for-sale fixed maturities.................. 223.9 356.8 Proceeds from disposals of equity securities........................ -- -- Proceeds from disposals of other investments....................... 22.1 5.7 Proceeds from mortgages matured or collected......................... 16.2 24.6 Purchase of available-for-sale fixed maturities........................ (333.8) (613.3) Purchase of equity securities....... (9.5) -- Purchase of other investments....... (7.8) (18.0) Capital expenditures................ -- (2.4) ------- ------- Net cash used in investing activities.................... 88.9 (246.6) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Deposits and interest credited to contractholder deposit funds...... 47.2 602.2 Withdrawals from contractholder deposit funds..................... (227.9) (391.9) Change in trust agreements supported by funding obligations............ 716.5 27.3 Change in short-term debt........... -- -- ------- ------- Net cash provided by financing activities.................... 535.8 237.6 ------- ------- Net change in cash and cash equivalents..... 601.7 (109.6) Cash and cash equivalents, beginning of period..................................... 124.9 301.9 ------- ------- Cash and cash equivalents, end of period.... $ 726.6 $ 192.3 ======= =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-5 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying unaudited consolidated financial statements of First Allmerica Financial Life Insurance Company ("FAFLIC" or the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information. The interim consolidated financial statements of First Allmerica Financial Life Insurance Company ("FAFLIC", or the "Company"), a wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"), include the accounts of its wholly-owned life insurance subsidiary, Allmerica Financial Life Insurance and Annuity Company ("AFLIAC") and its non-insurance subsidiaries (principally brokerage and investment advisory subsidiaries), Advantage Insurance Network, Inc., and Allmerica Trust Company, N.A. All significant intercompany accounts and transactions have been eliminated. The accompanying interim consolidated financial statements reflect, in the opinion of the Company's management, all adjustments necessary for a fair presentation of the financial position and results of operations. The results of operations for the three months ended March 31, 2001, are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Company's 2000 Annual Audited Financial Statements. 2. NEW ACCOUNTING PRONOUNCEMENTS In December 2000, the American Institute of Certified Public Accountants issued Statement of Position 00-3, ACCOUNTING BY INSURANCE ENTERPRISES FOR DEMUTUALIZATION AND FORMATIONS OF MUTUAL INSURANCE HOLDING COMPANIES AND FOR CERTAIN LONG-DURATION PARTICIPATING CONTRACTS ("SoP No. 00-3"). SoP No. 00-3 requires that closed block assets, liabilities, revenues and expenses be displayed together with all other assets, liabilities, revenues and expenses of the insurance enterprise based on the nature of the particular item, with appropriate disclosures relating to the closed block. In addition, the SoP provides guidance on the accounting for participating contracts issued before and after the date of demutualization, recording of closed block earnings and related policyholder dividend liabilities, and the accounting treatment for expenses and equity balances at the date of demutualization. This statement became effective for fiscal years beginning after December 15, 2000. The adoption of SoP No. 00-3 did not have a material impact on the Company's financial position or results of operations. Certain prior year amounts have been reclassified to conform to the required presentation in the current year. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("Statement No. 133"), which establishes accounting and reporting standards for derivative instruments. Statement No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on the type of hedge transaction. For fair value hedge transactions in which the Company is hedging changes in an asset's, liability's or firm commitment's fair value, changes in the fair value of the derivative instruments will generally be offset in the income statement by changes in the hedged item's fair value. For cash flow hedge transactions, in which the Company is hedging the variability of cash flows related to a variable rate asset, liability, or a forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be reclassified into earnings in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. To the extent any hedges are determined to be ineffective, all F-6 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) or a portion of the change in value of the derivative will be recognized currently in earnings. This statement became effective for fiscal years beginning after June 15, 2000. The Company adopted Statement No. 133 on January 1, 2001. In accordance with the transition provisions of the statement, the Company recorded a $3.2 million charge, net-of-taxes, in earnings to recognize all derivative instruments at their fair values. This adjustment represents net losses that were previously deferred in other comprehensive income on derivative instruments that do not qualify for hedge accounting. The Company recorded an offsetting gain in other comprehensive income of $3.3 million, net-of-tax, to recognize these derivative instruments. 3. SUMMARY OF NEW SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES All derivatives are recognized on the balance sheet at their fair value. On the date the derivative contract is entered into, the Company designates the derivative as (1) a hedge of the fair value of a recognized asset or liability ("fair value" hedge); (2) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow" hedge); (3) a foreign-currency fair value or cash flow hedge ("foreign currency" hedge); or (4) "held for trading". Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income, until earnings are affected by the variability of cash flows (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings). Changes in the fair value of derivatives that are highly effective and that are designated and qualify as foreign currency hedges are recorded in either current period earnings or other comprehensive income, depending on whether the hedge transaction is a fair value hedge or a cash flow hedge. Lastly, changes in the fair value of derivative trading instruments are reported in current period earnings. The Company may hold financial instruments that contain "embedded" derivative instruments. The Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument, or host contract, and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value, and designated as a fair-value, cash-flow, or foreign currency hedge, or as a trading derivative instrument. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value, cash flow, or foreign currency hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively, as discussed below. The Company discontinues hedge accounting prospectively when (1) it is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item, including forecasted transactions; (2) the derivative expires or is sold, terminated, or exercised; (3) the derivative is no longer F-7 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) designated as a hedge instrument, because it is unlikely that a forecasted transaction will occur; or (4) management determines that designation of the derivative as a hedge instrument is no longer appropriate. When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair value hedge, the derivative will continue to be carried on the balance sheet at its fair value, and the hedged asset or liability will no longer be adjusted for changes in fair value. When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur, the derivative will continue to be carried on the balance sheet at its fair value, and gains and losses that were accumulated in other comprehensive income will be recognized immediately in earnings. In all other situations in which hedge accounting is discontinued, the derivative will be carried at its fair value on the balance sheet, with changes in its fair value recognized in current period earnings. 4. DISCONTINUED OPERATIONS During the second quarter of 1999, the Company approved a plan to exit its group life and health insurance business, consisting of its Employee Benefit Services ("EBS") business, its Affinity Group Underwriters ("AGU") business and its accident and health assumed reinsurance pool business ("reinsurance pool business"). During the third quarter of 1998, the Company ceased writing new premiums in the reinsurance pool business, subject to certain contractual obligations. Prior to 1999, these businesses comprised substantially all of the former Corporate Risk Management Services segment. Accordingly, the operating results of the discontinued segment, including its reinsurance pool business, have been reported in the Consolidated Statements of Income as discontinued operations in accordance with Accounting Principles Board Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS -- REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS ("APB Opinion No. 30"). In the third quarter of 1999, the operating results from the discontinued segment were adjusted to reflect the recording of additional reserves related to accident claims from prior years. The Company also recorded a $30.5 million loss, net of taxes, on the disposal of this segment, consisting of after tax losses from the run-off of the group life and health business of approximately $46.9 million, partially offset by net proceeds from the sale of the EBS business of approximately $16.4 million. Subsequent to a measurement date of June 30, 1999, approximately $19.9 million of the aforementioned $46.9 million loss has been generated from the operations of the discontinued business. In March of 2000, the Company transferred its EBS business to Great-West Life and Annuity Insurance Company of Denver and received consideration of approximately $26 million, based on renewal rights for existing policies. The Company retained policy liabilities estimated at $132.9 million at March 31, 2001 related to this business. As permitted by APB Opinion No. 30, the Consolidated Balance Sheets have not been segregated between continuing and discontinued operations. At March 31, 2001 and 2000, the discontinued segment had assets of approximately $437.9 million and $560.9 million, respectively, consisting primarily of invested assets and reinsurance recoverables, and liabilities of approximately $423.9 million and $501.8 million, respectively, consisting primarily of policy liabilities. Revenues for the discontinued operations were $9.1 million and $77.7 million for the quarters ended March 31, 2001 and 2000, respectively. 5. SIGNIFICANT TRANSACTIONS During the second quarter of 2000, the Company adopted a formal company-wide restructuring plan. This plan is the result of a corporate initiative that began in the fall of 1999, intended to reduce expenses and F-8 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) enhance revenues. As a result of the Company's restructuring plan, it recognized a pre-tax charge of $11.0 million during the second quarter of 2000 as reflected in restructuring costs in the Consolidated Statements of Income. Approximately $1.9 million of this charge relates to severance and other employee related costs resulting from the elimination of positions. All levels of employees, from staff to senior management, were affected by the restructuring. In addition, approximately $9.1 million of this charge relates to other restructuring costs, including one-time project costs. 6. DERIVATIVE INSTRUMENTS The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate or foreign currency volatility. The operations of the Company are subject to risk resulting from interest rate fluctuations to the extent that there is a difference between the amount of the Company's interest-earning assets and the amount of interest-bearing liabilities that are paid, withdrawn, mature or re-price in specified periods. The principal objective of the Company's asset/liability management activities is to provide maximum levels of net investment income while maintaining acceptable levels of interest rate and liquidity risk and facilitating the funding needs of the Company. The Company has developed an asset/liability management approach tailored to specific insurance or investment product objectives. The investment assets of the Company are managed in over 20 portfolio segments consistent with specific products or groups of products having similar liability characteristics. As part of this approach, management develops investment guidelines for each portfolio consistent with the return objectives, risk tolerance, liquidity, time horizon, tax and regulatory requirements of the related product or business segment. Management has a general policy of diversifying investments both within and across all portfolios. The Company monitors the credit quality of its investments and its exposure to individual markets, borrowers, industries, and sectors. The Company uses derivative financial instruments, primarily interest rate swaps and futures contracts, with indices that correlate to balance sheet instruments to modify its indicated net interest sensitivity to levels deemed to be appropriate. Specifically, for floating rate funding agreements that are matched with fixed rate securities, the Company manages the risk of cash flow variability by hedging with interest rate swap contracts designed to pay fixed and receive floating interest. Under interest rate swap contracts, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated on an agreed-upon notional principal amount. Additionally, the Company uses exchange traded financial futures contracts to hedge against interest rate risk on anticipated guaranteed investment contract ("GIC") sales and other funding agreements, as well as the reinvestment of fixed maturities. The Company is exposed to interest rate risk from the time of sale of the GIC until the receipt of the deposit and purchase of the underlying asset to back the liability. Similarly, the Company is exposed to interest rate risk on fixed maturities reinvestments from the time of maturity until the purchase of new fixed maturities. The Company only trades futures contracts with nationally recognized brokers, which the Company believes have adequate capital to ensure that there is minimal danger of default. As a result of the Company's issuance of trust instruments supported by funding obligations denominated in foreign currencies, as well as the Company's investment in securities denominated in foreign currencies, the Company's operating results are exposed to changes in exchange rates between the U.S. dollar and the Swiss Franc, Japanese Yen, British Pound and Euro. From time to time, the Company may also have exposure to other foreign currencies. To mitigate the short-term effect of changes in currency exchange rates, the Company regularly hedges by entering into foreign exchange swap contracts to hedge its net foreign currency exposure. Additionally, the Company enters into compound currency/interest rate swap contracts to hedge foreign currency and interest rate exposure on specific trust instruments supported by funding obligations. F-9 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) Under these swap contracts, the Company agrees to exchange interest and principal related to foreign fixed income securities and trust obligations payable in foreign currencies, at current exchange rates, for the equivalent payment in U.S. dollars translated at a specific currency exchange rate. By using derivative instruments, the Company is exposed to credit risk. If the counterparty fails to perform, credit risk is equal to the extent of the fair value gain (including any accrued receivable) in a derivative. The Company regularly assesses the financial strength of its counterparties and generally enters into forward or swap agreements with counterparties rated "A" or better by nationally recognized rating agencies. Depending on the nature of the derivative transaction, bilateral collateral arrangements may be required. The Company's derivative activities are monitored by management, who review portfolio activities and risk levels. Management also oversees all derivative transactions to ensure that the types of transactions entered into and the results obtained from those transactions are consistent with the Company's risk management strategy and with Company policies and procedures. FAIR VALUE HEDGES The Company enters into compound foreign currency/interest rate swaps to convert its foreign denominated fixed rate trust instruments supported by funding obligations to US dollar floating rate instruments. For the period ended March 31, 2001, the Company recognized a net gain of $0.6 million (reported as other income in the Consolidated Statements of Income), which represented the ineffective portion of all fair value hedges. All components of each derivative's gain or loss are included in the assessment of hedge effectiveness, unless otherwise noted. CASH FLOW HEDGES The Company enters into various types of interest rate swap contracts to hedge exposure to interest rate fluctuations. Specifically, for floating rate funding agreement liabilities that are matched with fixed rate securities, the Company manages the risk of cash flow variability by hedging with interest rate swap contracts. Under these swap contracts, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated on an agreed-upon notional principal amount. The Company also purchases long futures contracts and sells short futures contracts on margin to hedge against interest rate fluctuations associated with the sale of GICs and other funding agreements, as well as the reinvestment of fixed maturities. The Company is exposed to interest rate risk from the time of sale of the GIC until the receipt of the deposit and purchase of the underlying asset to back the liability. Similarly, the Company is exposed to interest rate risk on reinvestments of fixed maturities from the time of maturity until the purchase of new fixed maturities. The Company uses US Treasury Note Futures to hedge this risk. The Company also enters into foreign currency swap contracts to hedge foreign currency exposure on specific fixed income securities, as well as compound foreign currency/interest rate swap contracts to hedge foreign currency and interest rate exposure on specific trust instruments supported by funding obligations. Under these swap contracts, the Company agrees to exchange interest and principal related to foreign fixed maturities and trust obligations payable in foreign currencies, at current exchange rates, for the equivalent payment in U.S. dollars translated at a specific currency exchange rate. For the period ended March 31, 2001, the Company recognized a net gain of $1.9 million, (reported as other income in the Consolidated Statements of Income), which represented the total ineffectiveness of all cash flow hedges. All components of each derivative's gain or loss are included in the assessment of hedge effectiveness, unless otherwise noted. F-10 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) Gains and losses on derivative contracts that are reclassified from accumulated other comprehensive income to current period earnings are included in the line item in which the hedged item is recorded. As of March 31, 2001, $68.0 million of the deferred net losses on derivative instruments accumulated in other comprehensive income could be recognized in earnings during the next twelve months depending on the forward interest rate and currency rate environment. Transactions and events that (1) are expected to occur over the next twelve months and (2) will necessitate reclassifying to earnings these derivatives gains (losses) include (a) the re-pricing of variable rate trust instruments supported by funding obligations, (b) the interest payments (receipts) on foreign denominated trust instruments supported by funding obligations and foreign securities, (c) the anticipated sale of GICs and other funding agreements, and (d) the anticipated reinvestment of fixed maturities. The maximum term over which the Company is hedging its exposure to the variability of future cash flows (for all forecasted transactions, excluding interest payments on variable-rate debt) is 12 months. TRADING ACTIVITIES The Company enters into insurance portfolio-linked and credit default swap contracts for investment purposes. Under the insurance portfolio-linked swap contracts, the Company agrees to exchange cash flows according to the performance of a specified underwriter's portfolio of insurance business. As with interest rate swap contracts, the primary risk associated with insurance portfolio-linked swap contracts is the inability of the counterparty to meet its obligation. Under the terms of the credit default swap contracts, the Company assumes the default risk of a specific high credit quality issuer in exchange for a stated annual premium. In the case of default, the Company will pay the counterparty par value for a pre-determined security of the issuer. The primary risk associated with these transactions is the default risk of the underlying companies. The Company regularly assesses the financial strength of its counterparties and the underlying companies in default swap contracts, and generally enters into forward or swap agreements with companies rated "A" or better by nationally recognized rating agencies. Because the underlying principal of swap contracts is not exchanged, the Company's maximum exposure to counterparty credit risk is the difference in payments exchanged, which at March 31, 2001, was not material to the Company. The Company does not require collateral or other security to support financial instruments with credit risk. These products are not linked to specific assets and liabilities on the balance sheet or to a forecasted transaction, and therefore do not qualify for hedge accounting. The swap contracts are marked to market with any gain or loss recognized currently. The fair values of swap contracts outstanding were $(0.3) million at March 31, 2001 and December 31, 2000. The net amount receivable or payable under insurance portfolio-linked swap contracts is recognized when the contracts are marked to market. The net increase (decrease) in realized investment gains related to these contracts was $0.1 million, $(0.7) million and $(0.2) million for the three months ended March 31, 2001 and the years ended December 31, 2000 and 1999, respectively. The stated annual premium under credit default swap contracts is recognized currently in net investment income. There was no net increase to investment income related to credit default swap contracts for the three months ended March 31, 2001; however, there was a net increase of $0.2 million and $0.4 million for the years ended December 31, 2000 and 1999, respectively. F-11 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. FEDERAL INCOME TAXES Federal income tax expense for the three months ended March 31, 2001 and 2000, has been computed using estimated effective tax rates. These rates are revised, if necessary, at the end of each successive interim period to reflect the current estimates of the annual effective tax rates. 8. CLOSED BLOCK Included in the Consolidated Statements of Income in the first three months of 2001 and 2000 is a net pre-tax contribution from the Closed Block of $5.3 million and $3.2 million, respectively. Summarized financial information of the Closed Block is as follows:
(Unaudited) March 31, December 31, (In millions) 2001 2000 ------------- ----------- ------------- ASSETS Fixed maturities-at fair value (amortized cost of $406.7 and $400.3)................................ $411.7 $397.5 Mortgage loans...................................... 143.9 144.9 Policy loans........................................ 189.7 191.7 Cash and cash equivalents........................... 0.6 1.9 Accrued investment income........................... 14.9 14.6 Deferred policy acquisition costs................... 10.6 11.0 Other assets........................................ 3.1 6.4 ------ ------ Total assets.................................... $774.5 $768.0 ====== ====== LIABILITIES Policy liabilities and accruals..................... $816.4 $808.9 Policyholder dividends.............................. 8.0 20.0 Other liabilities................................... 3.8 0.8 ------ ------ Total liabilities............................... $828.2 $829.7 ====== ======
(Unaudited) Three Months Ended March 31, (In millions) 2001 2000 ------------- ----- ----- REVENUES Premiums................................... $25.1 $26.0 Net investment income...................... 14.0 13.2 Net realized investment losses............. -- (0.3) ----- ----- Total revenues......................... 39.1 38.9 ----- ----- BENEFITS AND EXPENSES Policy benefits............................ 33.5 34.8 Policy acquisition expenses................ -- 0.6 Other operating expenses................... 0.3 0.3 ----- ----- Total benefits and expenses............ 33.8 35.7 ----- ----- Contribution from the Closed Block............................ $ 5.3 $ 3.2 ===== =====
F-12 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) Many expenses related to Closed Block operations are charged to operations outside the Closed Block; accordingly, the contribution from the Closed Block does not represent the actual profitability of the Closed Block operations. Operating costs and expenses outside of the Closed Block are, therefore, disproportionate to the business outside the Closed Block. 9. SEGMENT INFORMATION The Company offers financial products and services through its Asset Accumulation group. Within this broad area the Company conducts business principally in two operating segments. These segments are Allmerica Financial Services and Allmerica Asset Management. The separate financial information of each segment is presented consistent with the way results are regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. A summary of the Company's reportable segments is included below. The Asset Accumulation group includes two segments: Allmerica Financial Services and Allmerica Asset Management. The Allmerica Financial Services segment includes variable annuities, variable universal life and traditional life insurance products distributed via retail channels, as well as group retirement products, such as defined benefit and 401(k) plans and tax-sheltered annuities distributed to institutions. Through its Allmerica Asset Management segment, the Company offers its customers the option of investing in Guaranteed Investment Contracts ("GICs"), such as short term and long term funding agreements. Short term funding agreements are investment contracts issued to institutional buyers, such as money market funds, corporate cash management programs and securities lending collateral programs, which typically have short maturities and periodic interest rate resets based on an index such as LIBOR. Long term funding agreements are investment contracts issued to various businesses or charitable trusts, which are used to support debt issued by the trust to foreign and domestic institutional buyers, such as banks, insurance companies, and pension plans. These funding agreements have long maturities and may be issued with a fixed or variable interest rate based on an index such as LIBOR. This segment results is also a registered investment advisor providing investment advisory services, primarily to affiliates and to third parties, such as money market and other fixed income clients. In addition to the two operating segments, the Company has a Corporate segment, which consists primarily of cash, investments, and corporate overhead expenses. Corporate overhead expenses reflect costs not attributable to a particular segment, such as those generated by certain officers and directors, technology, finance, human resources and the legal department. Management evaluates the results of the aforementioned segments based on a pre-tax and minority interest basis. Segment income is determined by adjusting net income for net realized investment gains and losses, net gains and losses on disposals of businesses, discontinued operations, extraordinary items, the cumulative effect of accounting changes and certain other items which management believes are not indicative of overall operating trends. While these items may be significant components in understanding and assessing the Company's financial performance, management believes that the presentation of segment income enhances its understanding of the Company's results of operations by highlighting net income attributable to the normal, recurring operations of the business. However, segment income should not be construed as a substitute for net income determined in accordance with generally accepted accounting principles. F-13 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) Summarized below is financial information with respect to business segments for the periods indicated.
(Unaudited) Quarter Ended March 31, (In millions) 2001 2000 ------------- ------ ------ Segment revenues: Asset Accumulation Allmerica Financial Services............... $221.1 $226.9 Allmerica Asset Management................. 39.1 26.4 ------ ------ Subtotal............................... 260.2 253.3 ------ ------ Intersegment revenues........................ -- (0.9) ------ ------ Total segment revenues including Closed Block.................................... 260.2 252.4 Adjustments to segment revenues: Net realized (losses) gains.............. (6.5) (8.6) ------ ------ Total revenues............................... $253.7 $243.8 ====== ====== Segment income (loss) before income taxes and minority interest: Asset Accumulation Allmerica Financial Services............... $ 45.6 $ 55.0 Allmerica Asset Management................. 4.7 3.8 ------ ------ Subtotal............................... 50.3 58.8 ------ ------ Corporate.................................... (3.8) (6.1) ------ ------ Segment income before income taxes and minority interest........................ 46.5 52.7 ------ ------ Adjustments to segment income: Net realized investment gains, net of amortization............................. (4.5) (7.9) ------ ------ Income from continuing operations before taxes and minority Interest......................... $ 42.0 $ 44.8 ====== ======
(Unaudited) (Unaudited) March 31, December 31, March 31, December 31, (In millions) 2001 2000 2001 2000 ------------- ----------- ------------- ----------- ------------- Identifiable Assets Deferred Acquisition Costs Risk Management............................. $ 509.8 $ 462.6 $ 3.3 $ 3.3 Asset Accumulation Allmerica Financial Services.............. 21,451.2 23,127.5 1,420.5 1,420.8 Allmerica Asset Management................ 2,886.9 2,221.3 0.1 0.2 --------- --------- -------- --------- Subtotal.............................. 24,338.1 25,348.8 1,423.9 1,424.3 Corporate................................... -- -- -- -- --------- --------- -------- --------- Total................................. $24,847.9 $25,811.4 $1,423.9 $ 1,424.3 ========= ========= ======== =========
10. COMMITMENTS AND CONTINGENCIES LITIGATION In 1997, a lawsuit on behalf of a putative class was instituted against the Company alleging fraud, unfair or deceptive acts, breach of contract, misrepresentation, and related claims in the sale of life insurance policies. F-14 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (a wholly-owned subsidiary of Allmerica Financial Corporation) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued) In November 1998, the Company and the plaintiffs entered into a settlement agreement and in May 1999, the Federal District Court in Worcester, Massachusetts approved the settlement agreement and certified the class for this purpose. FAFLIC recognized a $31.0 million pre-tax expense in 1998 related to this litigation. Although the Company believes that this expense reflects appropriate recognition of its obligation under the settlement, this estimate assumes the availability of insurance coverage for certain claims, and the estimate may be revised based on the amount of reimbursement actually tendered by the Company's insurance carriers, and based on changes in the Company's estimate of the ultimate cost of the benefits to be provided to members of the class. The Company has been named a defendant in various other legal proceedings arising in the normal course of business. In the Company's opinion, based on the advice of legal counsel, the ultimate resolution of these proceedings will not have a material effect on the Company's consolidated financial statements. However, liabilities related to these proceedings could be established in the near term if estimates of the ultimate resolution of these proceedings are revised. 11. STATUTORY FINANCIAL INFORMATION CODIFICATION In 1998, the NAIC adopted Codification of Statutory Accounting Principles guidance ("Codification"), which replaces the current Accounting Practices and Procedures manual as the NAIC's primary guidance on statutory accounting. The Codification provides guidance for areas where statutory accounting has been silent and changes current statutory accounting in some areas, e.g. deferred income taxes are recorded. The Massachusetts Department of Insurance has adopted the Codification guidance, effective January 1, 2001. The effect of this adoption on the Company's financial condition as recorded as a direct adjustment to unassigned surplus is an increase of $45.0 million (unaudited). F-15 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2000 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholder of First Allmerica Financial Life Insurance Company: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, shareholder's equity and cash flows present fairly, in all material respects, the financial position of First Allmerica Financial Life Insurance Company and its subsidiaries (the "Company") at December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Boston, Massachusetts February 1, 2001 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------ -------- -------- REVENUES Premiums................................... $ 2.2 $ 954.5 $1,969.5 Universal life and investment product policy fees.............................. 421.1 359.3 296.6 Net investment income...................... 367.8 503.1 593.9 Net realized investment (losses) gains..... (62.4) 100.3 60.9 Other income............................... 104.7 107.3 100.0 ------ -------- -------- Total revenues......................... 833.4 2,024.5 3,020.9 ------ -------- -------- BENEFITS, LOSSES AND EXPENSES Policy benefits, claims, losses and loss adjustment expenses...................... 326.4 1,056.3 1,803.0 Policy acquisition expenses................ 81.8 240.9 449.6 Sales practice litigation.................. -- -- 31.0 Restructuring costs........................ 11.0 -- 9.0 Other operating expenses................... 271.5 346.3 419.7 ------ -------- -------- Total benefits, losses and expenses.... 690.7 1,643.5 2,712.3 ------ -------- -------- Income from continuing operations before federal income taxes.......................... 142.7 381.0 308.6 ------ -------- -------- FEDERAL INCOME TAX EXPENSE (BENEFIT) Current.................................... (33.8) 88.7 74.6 Deferred................................... 50.1 4.3 (15.4) ------ -------- -------- Total federal income tax expense....... 16.3 93.0 59.2 ------ -------- -------- Income from continuing operations before minority interest............................. 126.4 288.0 249.4 Minority interest.......................... -- (39.9) (55.0) ------ -------- -------- Income from continuing operations.............. 126.4 248.1 194.4 Losses from operations of discontinued business (less applicable income taxes (benefit) of $(10.1) and $(7.0) for the years ended December 31, 1999 and 1998 respectively) -- (17.2) (13.5) Loss on disposal of group life and health business, including provision of $72.2 for operating losses during phase-out period for the year ended December 31, 1999 (less applicable income tax benefit of $16.4) -- (30.5) -- ------ -------- -------- Net income..................................... $126.4 $ 200.4 $ 180.9 ====== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-1 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) CONSOLIDATED BALANCE SHEETS
DECEMBER 31, (IN MILLIONS, EXCEPT PER SHARE DATA) 2000 1999 ------------------------------------ --------- --------- ASSETS Investments: Fixed maturities at fair value (amortized cost of $4,366.3 and $3,721.6)............................ $ 4,338.2 $ 3,660.7 Equity securities at fair value (cost of $44.1 and $27.9)............................................ 57.1 51.4 Mortgage loans...................................... 472.7 521.2 Policy loans........................................ 189.6 170.5 Real estate and other long-term investments......... 190.5 177.0 --------- --------- Total investments............................... 5,248.1 4,580.8 --------- --------- Cash and cash equivalents............................. 123.0 279.3 Accrued investment income............................. 81.1 73.3 Deferred policy acquisition costs..................... 1,413.3 1,219.5 Reinsurance receivable on unpaid losses, benefits and unearned premiums................................... 466.6 480.3 Deferred federal income taxes......................... -- 18.1 Premiums, accounts and notes receivable............... 26.9 81.0 Other assets.......................................... 251.8 199.6 Closed Block assets................................... 768.0 772.3 Separate account assets............................... 17,437.4 17,629.6 --------- --------- Total assets.................................... $25,816.2 $25,333.8 ========= ========= LIABILITIES Policy liabilities and accruals: Future policy benefits.............................. $ 2,907.2 $ 2,825.0 Outstanding claims, losses and loss adjustment expenses.......................................... 151.6 218.8 Unearned premiums................................... 5.5 6.6 Contractholder deposit funds and other policy liabilities....................................... 2,061.2 2,025.5 --------- --------- Total policy liabilities and accruals........... 5,125.5 5,075.9 --------- --------- Expenses and taxes payable............................ 423.5 512.0 Reinsurance premiums payable.......................... 11.5 17.9 Deferred federal income taxes......................... 28.1 -- Trust instruments supported by funding obligations.... 621.5 50.6 Closed Block liabilities.............................. 829.7 842.1 Separate account liabilities.......................... 17,437.4 17,628.9 --------- --------- Total liabilities............................... 24,477.2 24,127.4 --------- --------- Commitments and contingencies (Notes 16 and 21) SHAREHOLDER'S EQUITY Common stock, $10 par value, 1 million shares authorized, 500,001 shares issued and outstanding... 5.0 5.0 Additional paid-in capital............................ 569.0 569.0 Accumulated other comprehensive (loss) income......... (8.7) (14.9) Retained earnings..................................... 773.7 647.3 --------- --------- Total shareholder's equity...................... 1,339.0 1,206.4 --------- --------- Total liabilities and shareholder's equity...... $25,816.2 $25,333.8 ========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-2 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- --------- -------- COMMON STOCK................................... $ 5.0 $ 5.0 $ 5.0 -------- --------- -------- ADDITIONAL PAID-IN CAPITAL Balance at beginning of period............. 569.0 444.0 453.7 Capital contribution from parent........... -- 125.0 -- Loss on change of interest-Allmerica P&C... -- -- (9.7) -------- --------- -------- Balance at end of period................... 569.0 569.0 444.0 -------- --------- -------- ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Net unrealized (depreciation) appreciation on investments: Balance at beginning of period............. (14.9) 169.2 209.3 Appreciation (depreciation) during the period: Net appreciation (depreciation) on available-for-sale securities.......... 9.6 (298.2) (82.4) (Provision) benefit for deferred federal income taxes........................... (3.4) 105.0 28.9 Minority interest........................ -- 31.8 13.4 Distribution of subsidiaries (Note 3)...... -- (22.7) -- -------- --------- -------- 6.2 (184.1) (40.1) -------- --------- -------- Balance at end of period................... (8.7) (14.9) 169.2 -------- --------- -------- RETAINED EARNINGS Balance at beginning of period............. 647.3 1,698.3 1,567.4 Net income................................. 126.4 200.4 180.9 Dividend to shareholder.................... -- -- (50.0) Distribution of subsidiaries (Note 3)...... -- (1,251.4) -- -------- --------- -------- Balance at end of period................... 773.7 647.3 1,698.3 -------- --------- -------- Total shareholder's equity............. $1,339.0 $ 1,206.4 $2,316.5 ======== ========= ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-3 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------ ------- ------ Net income.................................. $126.4 $ 200.4 $180.9 ------ ------- ------ Other comprehensive income (loss): Net appreciation (depreciation) on available-for-sale securities......... 9.6 (298.2) (82.4) (Provision) benefit for deferred federal income taxes.......................... (3.4) 105.0 28.9 Minority interest....................... -- 31.8 13.4 Distribution of subsidiaries (Note 3)... -- (22.7) -- ------ ------- ------ Other comprehensive income (loss)..... 6.2 (184.1) (40.1) ------ ------- ------ Comprehensive income........................ $132.6 $ 16.3 $140.8 ====== ======= ======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-4 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income.............................. $ 126.4 $ 200.4 $ 180.9 Adjustments to reconcile net income to net cash provided by operating activities: Minority interest................... -- 39.9 55.0 Net realized losses (gains)......... 67.8 (100.9) (62.7) Net amortization and depreciation... 18.2 31.5 20.7 Deferred federal income taxes....... 50.1 20.7 (15.4) Sales practice litigation expense... -- -- 31.0 Loss from exiting reinsurance pools............................. -- -- 25.3 Payment related to exiting reinsurance pools................. -- -- (30.3) Loss from disposal of group life and health business................... -- 30.5 -- Change in deferred acquisition costs............................. (213.0) (181.6) (185.8) Change in premiums and notes receivable, net of reinsurance payable........................... 47.7 (41.8) 56.7 Change in accrued investment income............................ (7.8) 8.3 0.8 Change in policy liabilities and accruals, net..................... (20.9) (15.6) 168.1 Change in reinsurance receivable.... 13.7 (46.3) (115.4) Change in expenses and taxes payable........................... (96.3) 79.4 (3.3) Separate account activity, net...... 0.7 5.5 (48.5) Other, net.......................... 5.0 18.5 (63.8) --------- --------- --------- Net cash (used in) provided by operating activities.......... (8.4) 48.5 13.3 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposals and maturities of available-for-sale fixed maturities.................. 1,694.9 2,801.0 1,715.2 Proceeds from disposals of equity securities........................ 4.1 422.9 285.3 Proceeds from disposals of other investments....................... 28.9 30.3 120.8 Proceeds from mortgages matured or collected......................... 119.2 131.2 171.2 Purchase of available-for-sale fixed maturities........................ (2,417.9) (2,227.3) (2,374.5) Purchase of equity securities....... (16.2) (78.9) (119.9) Purchase of other investments....... (128.0) (140.6) (274.4) Capital expenditures................ (13.2) (29.2) (22.3) Purchase of minority interest in Citizens Corporation.............. -- -- (195.9) Purchase of company owned life insurance......................... (64.9) -- -- Distribution of subsidiaries........ -- (202.2) -- Other investing activities, net..... -- -- 26.7 --------- --------- --------- Net cash provided by (used in) investing activities.......... (793.1) 707.2 (667.8) --------- --------- ---------
F-5 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) CASH FLOWS FROM FINANCING ACTIVITIES Deposits and interest credited to contractholder deposit funds...... 990.3 1,514.6 1,419.2 Withdrawals from contractholder deposit funds..................... (936.7) (2,037.5) (625.0) Change in trust instruments supported by funding obligations....................... 570.9 50.6 -- Change in short-term debt........... -- (180.9) 188.3 Change in long-term debt............ -- -- (2.6) Dividend paid to shareholder........ -- -- (50.0) Contribution from parent............ -- 36.0 -- Subsidiary treasury stock purchased, at cost........................... -- (350.0) (1.0) --------- --------- --------- Net cash provided by (used in) financing activities.......... 624.5 (967.2) 928.9 --------- --------- --------- Net change in cash and cash equivalents..... (177.0) (211.5) 274.4 Net change in cash held in the Closed Block...................................... 20.7 (13.2) 15.7 Cash and cash equivalents, beginning of period..................................... 279.3 504.0 213.9 --------- --------- --------- Cash and cash equivalents, end of period.... $ 123.0 $ 279.3 $ 504.0 ========= ========= ========= SUPPLEMENTAL CASH FLOW INFORMATION Interest paid........................... $ 1.9 $ 3.1 $ 7.3 Income taxes (refunded) paid............ $ (12.3) $ 24.0 $ 135.3
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. F-6 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION First Allmerica Financial Life Insurance Company ("FAFLIC" or the "Company") is organized as a stock life insurance company, and is a wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"). Prior to July 1, 1999, the consolidated financial statements of FAFLIC included the accounts of its wholly-owned life insurance subsidiary Allmerica Financial Life Insurance and Annuity Company ("AFLIAC"), its non-insurance subsidiaries (principally brokerage and investment advisory services), Allmerica Property and Casualty Companies, Inc. ("Allmerica P&C") (an 84.5%-owned non-insurance holding company), and various other non-insurance subsidiaries. Effective July 1, 1999, AFC made certain changes to its corporate structure (Note 3). These changes included the transfer of the Company's ownership of Allmerica P&C and its subsidiaries, as well as several other non-insurance subsidiaries from the Company to AFC. In exchange, AFC contributed capital to the Company and agreed to maintain the Company's statutory surplus at specified levels during the following 6 years. Comparability between current and prior period financial statements and footnotes has been significantly impacted by the Company's divestiture of these subsidiaries during 1999, as disclosed in Note 3. The Closed Block (Note 1B) assets and liabilities at December 31, 2000 and 1999 are presented in the consolidated balance sheets as single line items. The contribution from the Closed Block is included in the consolidated statements of income in other income. Unless specifically stated, all disclosures contained herein supporting the consolidated financial statements exclude the Closed Block related amounts. All significant intercompany accounts and transactions have been eliminated. On or about December 3, 1998, the Company acquired all of the outstanding common stock of Citizens Corporation (formerly an 82.5% owned non-insurance subsidiary of The Hanover Insurance Company ("Hanover"), a wholly-owned subsidiary of Allmerica P&C) that it did not already own in exchange for cash of $195.9 million (Note 4). The acquisition has been recognized as a purchase. The minority interest acquired totaled $158.5 million. A total of $40.8 million representing the excess of the purchase price over the fair values of the net assets acquired, net of deferred taxes, has been allocated to goodwill and is being amortized over a 40-year period. Prior to the July 1, 1999 changes in AFC's corporate structure, minority interest relates to the Company's investment in Allmerica P&C and its only significant subsidiary, Hanover. Hanover's wholly-owned subsidiary is Citizens Corporation, the holding company for Citizens. Minority interest also includes an amount related to the minority interest in Citizens Corporation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. B. CLOSED BLOCK The Company established and began operating a closed block ("the Closed Block") for the benefit of the participating policies included therein, consisting of certain individual life insurance participating policies, F-7 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) individual deferred annuity contracts and supplementary contracts not involving life contingencies which were in force as of FAFLIC's demutualization on October 16, 1995; such policies constitute the "Closed Block Business". The purpose of the Closed Block is to protect the policy dividend expectations of such FAFLIC dividend paying policies and contracts. Unless the Commonwealth of Massachusetts Insurance Commissioner ("the Insurance Commissioner") consents to an earlier termination, the Closed Block will continue to be in effect until the date none of the Closed Block policies are in force. FAFLIC allocated to the Closed Block assets in an amount that is expected to produce cash flows which, together with future revenues from the Closed Block Business, are reasonably sufficient to support the Closed Block Business, including provision for payment of policy benefits, certain future expenses and taxes and for continuation of policyholder dividend scales payable in 1994 so long as the experience underlying such dividend scales continues. The Company expects that the factors underlying such experience will fluctuate in the future and policyholder dividend scales for Closed Block Business will be set accordingly. Although the assets and income allocated to the Closed Block inure solely to the benefit of the holders of policies included in the Closed Block, the excess of Closed Block liabilities over Closed Block assets as measured on a GAAP basis represent the expected future post-tax income from the Closed Block which may be recognized in income over the period the policies and contracts in the Closed Block remain in force. If the actual income from the Closed Block in any given period equals or exceeds the expected income for such period as determined at the inception of the Closed Block, the expected income would be recognized in income for that period. Further, cumulative actual Closed Block income in excess of the expected income would not inure to the shareholders and would be recorded as an additional liability for policyholder dividend obligations. This accrual for future dividends effectively limits the actual Closed Block income recognized in income to the Closed Block income expected to emerge from operation of the Closed Block as determined at inception. If, over the period the policies and contracts in the Closed Block remain in force, the actual income from the Closed Block is less than the expected income from the Closed Block, only such actual income (which could reflect a loss) would be recognized in income. If the actual income from the Closed Block in any given period is less than the expected income for that period and changes in dividend scales are inadequate to offset the negative performance in relation to the expected performance, the income inuring to shareholders of the Company will be reduced. If a policyholder dividend liability had been previously established in the Closed Block because the actual income to the relevant date had exceeded the expected income to such date, such liability would be reduced by this reduction in income (but not below zero) in any periods in which the actual income for that period is less than the expected income for such period. C. VALUATION OF INVESTMENTS In accordance with the provisions of Statement of Financial Accounting Standards No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES ("Statement No. 115"), the Company is required to classify its investments into one of three categories: held-to-maturity, available-for-sale or trading. The Company determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities and marketable equity securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholder's equity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in investment income. F-8 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Mortgage loans on real estate are stated at unpaid principal balances, net of unamortized discounts and reserves. Reserves on mortgage loans are based on losses expected by the Company to be realized on transfers of mortgage loans to real estate (upon foreclosure), on the disposition or settlement of mortgage loans and on mortgage loans which the Company believes may not be collectible in full. In establishing reserves, the Company considers, among other things, the estimated fair value of the underlying collateral. Fixed maturities and mortgage loans that are delinquent are placed on non-accrual status, and thereafter interest income is recognized only when cash payments are received. Policy loans are carried principally at unpaid principal balances. As of December 31, 2000, there were no real estate properties in the Company's investment portfolio. Real estate held at December 31, 1999 was carried at the estimated fair value less costs of disposal. Depreciation was not recorded on this asset while it was held for disposal. Realized investment gains and losses, other than those related to separate accounts for which the Company does not bear the investment risk, are reported as a component of revenues based upon specific identification of the investment assets sold. When an other than temporary impairment of the value of a specific investment or a group of investments is determined, a realized investment loss is recorded. Changes in the valuation allowance for mortgage loans are included in realized investment gains or losses. D. FINANCIAL INSTRUMENTS In the normal course of business, the Company enters into transactions involving various types of financial instruments, including debt, investments such as fixed maturities, mortgage loans and equity securities, investment and loan commitments, swap contracts and interest rate futures contracts. These instruments involve credit risk and also may be subject to risk of loss due to interest rate fluctuation. The Company evaluates and monitors each financial instrument individually and, when appropriate, obtains collateral or other security to minimize losses. Derivative financial instruments are accounted for under three different methods: fair value accounting, deferral accounting and accrual accounting. Interest rate swap contracts used to hedge interest rate risk are accounted for using a combination of the fair value method and accrual method, with changes in fair value reported in unrealized gains and losses in equity consistent with the underlying hedged security, and the net payment or receipt on the swaps reported in net investment income. Foreign currency swap contracts used to hedge the foreign currency exchange risk associated with investment securities are accounted for using a combination of the fair value method and accrual method, with changes in fair value reported in unrealized gains and losses in equity consistent with the underlying hedged security, and the net payment or receipt on the swaps reported in net investment income. Foreign currency swap contracts used to hedge foreign currency exchange risk associated with trust obligations backed by funding agreements are accounted for using the fair value method, with changes in fair value reported in other operating income consistent with the underlying hedged trust obligation. Futures contracts used to hedge interest rate risk are accounted for using the deferral method, with gains and losses deferred in unrealized gains and losses in equity and recognized in earnings in conjunction with the earnings recognition of the underlying hedged item. Default swap contracts entered into for investment purposes are accounted for using the fair value method, with changes in fair value, if any, reported in realized investment gains and losses in earnings. Premium paid to the Company on default swap contracts is reported in net investment income in earnings. Other swap contracts entered into for investment purposes are accounted for using the fair value method, with changes in fair value reported in realized F-9 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) investment gains and losses in earnings. Any ineffective swaps or futures hedges are recognized currently in realized investment gains and losses in earnings. E. CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand, amounts due from banks and highly liquid debt instruments purchased with an original maturity of three months or less. F. DEFERRED POLICY ACQUISITION COSTS Acquisition costs consist of commissions, underwriting costs and other costs, which vary with, and are primarily related to, the production of revenues. Property and casualty insurance business acquisition costs are deferred and amortized over the terms of the insurance policies. Acquisition costs related to universal life products, variable annuities and contractholder deposit funds are deferred and amortized in proportion to total estimated gross profits from investment yields, mortality, surrender charges and expense margins over the expected life of the contracts. This amortization is reviewed periodically and adjusted retrospectively when the Company revises its estimate of current or future gross profits to be realized from this group of products, including realized and unrealized gains and losses from investments. Acquisition costs related to fixed annuities and other life insurance products are deferred and amortized, generally in proportion to the ratio of annual revenue to the estimated total revenues over the contract periods based upon the same assumptions used in estimating the liability for future policy benefits. Deferred acquisition costs for each life product and property and casualty line of business are reviewed to determine if they are recoverable from future income, including investment income. If such costs are determined to be unrecoverable, they are expensed at the time of determination. Although realization of deferred policy acquisition costs is not assured, the Company believes it is more likely than not that all of these costs will be realized. The amount of deferred policy acquisition costs considered realizable, however, could be reduced in the near term if the estimates of gross profits or total revenues discussed above are reduced. The amount of amortization of deferred policy acquisition costs could be revised in the near term if any of the estimates discussed above are revised. G. PROPERTY AND EQUIPMENT Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line or accelerated method over the estimated useful lives of the related assets which generally range from 3 to 30 years. Amortization of leasehold improvements is provided using the straight-line method over the lesser of the term of the leases or the estimated useful life of the improvements. H. SEPARATE ACCOUNTS Separate account assets and liabilities represent segregated funds administered and invested by the Company for the benefit of certain pension, variable annuity and variable life insurance contractholders. Assets consist principally of bonds, common stocks, mutual funds, and short-term obligations at market value. The investment income and gains and losses of these accounts generally accrue to the contractholders and, therefore, are not included in the Company's net income. Appreciation and depreciation of the Company's interest in the separate accounts, including undistributed net investment income, is reflected in shareholder's equity or net investment income. F-10 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I. POLICY LIABILITIES AND ACCRUALS Future policy benefits are liabilities for life, health and annuity products. Such liabilities are established in amounts adequate to meet the estimated future obligations of policies in force. The liabilities associated with traditional life insurance products are computed using the net level premium method for individual life and annuity policies, and are based upon estimates as to future investment yield, mortality and withdrawals that include provisions for adverse deviation. Future policy benefits for individual life insurance and annuity policies are computed using interest rates ranging from 2 1/2% to 6.0% for life insurance and 2 1/2% to 9 1/2% for annuities. Estimated liabilities are established for group life and health policies that contain experience rating provisions. Mortality, morbidity and withdrawal assumptions for all policies are based on the Company's own experience and industry standards. Liabilities for universal life, variable universal life and variable annuities include deposits received from customers and investment earnings on their fund balances, less administrative charges. Universal life fund balances are also assessed mortality and surrender charges. Liabilities for variable annuities include a reserve for benefit claims in excess of a guaranteed minimum fund value. Liabilities for outstanding claims, losses and loss adjustment expenses ("LAE") are estimates of payments to be made on property and casualty and health insurance for reported losses and LAE and estimates of losses and LAE incurred but not reported. These liabilities are determined using case basis evaluations and statistical analyses and represent estimates of the ultimate cost of all losses incurred but not paid. These estimates are continually reviewed and adjusted as necessary; such adjustments are reflected in current operations. Estimated amounts of salvage and subrogation on unpaid property and casualty losses are deducted from the liability for unpaid claims. Premiums for property and casualty insurance are reported as earned on a pro-rata basis over the contract period. The unexpired portion of these premiums is recorded as unearned premiums. Contractholder deposit funds and other policy liabilities include investment-related products such as guaranteed investment contracts ("GICs"), deposit administration funds and immediate participation guarantee funds and consist of deposits received from customers and investment earnings on their fund balances. All policy liabilities and accruals are based on the various estimates discussed above. Although the adequacy of these amounts cannot be assured, the Company believes that it is more likely than not that policy liabilities and accruals will be sufficient to meet future obligations of policies in force. The amount of liabilities and accruals, however, could be revised in the near term if the estimates discussed above are revised. J. PREMIUM AND FEE REVENUE AND RELATED EXPENSES Premiums for individual life insurance and individual and group annuity products, excluding universal life and investment-related products, are considered revenue when due. Property and casualty insurance premiums are recognized as revenue over the related contract periods. Benefits, losses and related expenses are matched with premiums, resulting in their recognition over the lives of the contracts. This matching is accomplished through the provision for future benefits, estimated and unpaid losses and amortization of deferred policy acquisition costs. Revenues for investment-related products consist of net investment income and contract charges assessed against the fund values. Related benefit expenses include annuity benefit claims in excess of a guaranteed minimum fund value, and net investment income credited to the fund values after deduction for investment and risk charges. Revenues for universal life products consist of net investment income, with mortality, administration and surrender charges assessed against the fund values. Related benefit expenses include universal life benefit claims in excess of fund values and net investment income credited to universal life fund values. Certain policy charges that represent compensation for services to be provided in F-11 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) future periods are deferred and amortized over the period benefited using the same assumptions used to amortize capitalized acquisition costs. K. FEDERAL INCOME TAXES AFC and its domestic subsidiaries (including certain non-insurance operations) file a consolidated United States federal income tax return. Entities included within the consolidated group are segregated into either a life insurance or non-life insurance company subgroup. The consolidation of these subgroups is subject to certain statutory restrictions on the percentage of eligible non-life tax losses that can be applied to offset life company taxable income. The Board of Directors has delegated to AFC management, the development and maintenance of appropriate federal income tax allocation policies and procedures, which are subject to written agreement between the companies. The federal income tax for all subsidiaries in the consolidated return of AFC is calculated on a separate return basis. Any current tax liability is paid to AFC. Tax benefits resulting from taxable operating losses or credits of AFC's subsidiaries are not reimbursed to the subsidiary until such losses or credits can be utilized by the subsidiary on a separate return basis. Deferred income taxes are generally recognized when assets and liabilities have different values for financial statement and tax reporting purposes, and for other temporary taxable and deductible differences as defined by Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES ("Statement No. 109"). These differences result primarily from loss and LAE reserves, policy reserves, policy acquisition expenses, and unrealized appreciation or depreciation on investments. L. NEW ACCOUNTING PRONOUNCEMENTS In December 2000, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position 00-3, ACCOUNTING BY INSURANCE ENTERPRISES FOR DEMUTUALIZATION AND FORMATIONS OF MUTUAL INSURANCE HOLDING COMPANIES AND FOR CERTAIN LONG-DURATION PARTICIPATING CONTRACTS ("SoP No. 00-3"). SoP No. 00-3 requires that closed block assets, liabilities, revenues and expenses be displayed together with all other assets, liabilities, revenues and expenses of the insurance enterprise based on the nature of the particular item, with appropriate disclosures relating to the closed block. In addition, SoP No. 00-3 provides guidance on the accounting for participating contracts issued before and after the date of demutualization, recording of closed block earnings and related policyholder dividend liabilities, and the accounting treatment for expenses and equity balances at the date of demutualization. This statement is effective for fiscal years beginning after December 15, 2000. The adoption of SoP No. 00-3 did not have a material impact on the Company's financial position or results of operations. In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("Statement No. 133"), which establishes accounting and reporting standards for derivative instruments. Statement No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on the type of hedge transaction. For fair value hedge transactions in which the Company is hedging changes in an asset's, liability's or firm commitment's fair value, changes in the fair value of the derivative instruments will generally be offset in the income statement by changes in the hedged item's fair value. For cash flow hedge transactions, in which the Company is hedging the variability of cash flows related to a variable rate asset, liability, or a forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be reclassified into earnings in the periods in which earnings are impacted by the variability of the cash F-12 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) flows of the hedged item. To the extent any hedges are determined to be ineffective, all or a portion of the change in value of the derivative will be recognized currently in earnings. This statement is effective for fiscal years beginning after June 15, 2000. The adoption of Statement No. 133 did not have a material impact on the Company's results of operation or financial position. In December 1997, the AICPA issued Statement of Position 97-3, ACCOUNTING BY INSURANCE AND OTHER ENTERPRISES FOR INSURANCE-RELATED ASSESSMENTS ("SoP No. 97-3"). SoP No. 97-3 provides guidance on when a liability should be recognized for guaranty fund and other assessments and how to measure the liability. This statement allows for the discounting of the liability if the amount and timing of the cash payments are fixed and determinable. In addition, it provides criteria for when an asset may be recognized for a portion or all of the assessment liability or paid assessment that can be recovered through premium tax offsets or policy surcharges. This statement became effective for fiscal years beginning after December 15, 1998. The adoption of SoP No. 97-3 did not have a material effect on the results of operations or financial position of the Company. M. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the current year presentation. 2. DISCONTINUED OPERATIONS During the second quarter of 1999, the Company approved a plan to exit its group life and health insurance business, consisting of its Employee Benefit Services ("EBS") business, its Affinity Group Underwriters ("AGU") business and its accident and health assumed reinsurance pool business ("reinsurance pool business"). During the third quarter of 1998, the Company ceased writing new premiums in the reinsurance pool business, subject to certain contractual obligations. Prior to 1999, these businesses comprised substantially all of the former Corporate Risk Management Services segment. Accordingly, the operating results of the discontinued segment, including its reinsurance pool business, have been reported in the Consolidated Statements of Income as discontinued operations in accordance with Accounting Principles Board Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS -- REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTION'S ("APB Opinion No. 30"). In the third quarter of 1999, the operating results from the discontinued segment were adjusted to reflect the recording of additional reserves related to accident claims from prior years. The Company also recorded a $30.5 million loss, net of taxes, on the disposal of this segment, consisting of after tax losses from the run-off of the group life and health business of approximately $46.9 million, partially offset by net proceeds from the sale of the EBS business of approximately $16.4 million. Subsequent to a measurement date of June 30, 1999, approximately $18.6 million of the aforementioned $46.9 million loss has been generated from the operations of the discontinued business. In March of 2000, the Company transferred its EBS business to Great-West Life and Annuity Insurance Company of Denver and received consideration of approximately $22 million, based on renewal rights for existing policies. Additional consideration may be received in 2001, based on premium in force as of March 2001. However, the Company retained policy liabilities estimated at $153.0 million at December 31, 2000 related to this business. As permitted by APB Opinion No. 30, the Consolidated Balance Sheets have not been segregated between continuing and discontinued operations. At December 31, 2000 and 1999, the discontinued segment had assets of approximately $487.1 million and $531.5 million, respectively, consisting primarily of invested assets, premiums and fees receivable, and reinsurance recoverables, and liabilities of approximately $449.2 F-13 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) million and $482.5 million, respectively, consisting primarily of policy liabilities. Revenues for the discontinued operations were $199.7 million, $361.5 million and $398.5 million for the years ended December 31, 2000, 1999 and 1998, respectively. 3. REORGANIZATION OF AFC CORPORATE STRUCTURE AFC has made certain changes to its corporate structure effective July 1, 1999. These changes included transfer of the Company's ownership of Allmerica P&C and all of its subsidiaries, as well as certain other non-insurance subsidiaries, from FAFLIC to AFC, referred to as the "distribution of subsidiaries". The Company retained its ownership of its primary insurance subsidiary, AFLIAC, and certain broker dealer and investment management and advisory subsidiaries. AFC contributed capital to FAFLIC in the amount of $125.0 million, consisting of cash and securities of $36.0 million and $89.0 million, respectively, and agreed to maintain the Company's statutory surplus at specified levels during the following six years. In addition, any dividend from FAFLIC to AFC for 2001 would require the prior approval of the Commonwealth of Massachusetts Insurance Commissioner. This transaction was approved by the Commissioner on May 24, 1999. The equity of the subsidiaries transferred from FAFLIC on July 1, 1999 was $1,274.1 million. As of June 30, 1999, the transferred subsidiaries had total assets of $5,334.1 million, including cash and cash equivalents of $202.2 million, and total revenue of $1,196.5 million. The Company's consolidated results of operations in 1999 include $107.2 million of net income associated with these subsidiaries through June 30, 1999. The unaudited pro forma information below presents consolidated results of operations as if the reorganization had occurred at the beginning of 1999. The following unaudited pro forma information is not necessarily indicative of the consolidated results of operations of the Company had the transfer occurred at the beginning on 1998, nor is it necessarily indicative of future results.
(UNAUDITED) FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 1999 1998 ------------- ------ ------ Revenue..................................................... $828.0 $750.2 ====== ====== Net realized capital (losses) gains included in revenue..... (11.8) 19.6 ====== ====== Income from continuing operations before taxes.............. 192.1 141.2 Income taxes................................................ 51.2 41.2 ------ ------ Net income from continuing operations....................... 140.9 100.0 (Loss) from operations of discontinued business (less applicable income tax benefit of $10.4 million and $7.0 million for the years ended December 31, 1999 and 1998 respectively).............................................. (17.2) (13.5) (Loss) on disposal of group life and health business, including provision of $72.2 million for operating losses during phase-out period for the year ended December 31, 1999 (less applicable income tax benefit of $16.4 million)................................................... (30.5) -- ------ ------ Net income.................................................. $ 93.2 $ 86.5 ====== ======
F-14 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. SIGNIFICANT TRANSACTIONS During 2000, AFC adopted a formal company-wide restructuring plan. This plan is the result of a corporate initiative that began in the fall of 1999, intended to reduce expenses and enhance revenues. This plan consists of various initiatives including a series of internal reorganizations, consolidations in home office operations, consolidations in field offices, changes in distribution channels and product changes. As a result of the Company's restructuring plan, it recognized a pre-tax charge of $11.0 million during 2000 as reflected in restructuring costs in the Consolidated Statements of Income. Approximately $1.9 million of this charge relates to severance and other employee related costs. Approximately $9.1 million of this charge relates to one-time project costs. As of December 31, 2000, the Company has made payments of approximately $9.1 million related to this restructuring plan, of which approximately $1.6 million relates to severance and other employee related costs. Effective January 1, 1999, Allmerica P&C entered into a whole account aggregate excess of loss reinsurance agreement with a highly rated reinsurer. The reinsurance agreement provides accident year coverage for the three years 1999 to 2001 for the Company's property and casualty business, and is subject to cancellation or commutation annually at the Company's option. The program covers losses and allocated loss adjustment expenses, including those incurred but not yet reported, in excess of a specified whole account loss and allocated LAE ratio. The annual and aggregate coverage limits for losses and allocated LAE are $150.0 million. The effect of this agreement on results of operations in each reporting period is based on losses and allocated LAE ceded, reduced by a sliding scale premium of 50.0-67.5% depending on the size of the loss, and increased by a ceding commission of 20.0% of ceded premium. In addition, net investment income is reduced for amounts credited to the reinsurer. Prior to the AFC corporate reorganization, the Company recognized a net benefit of $16.9 million as a result of this agreement based on year-to-date and annual estimates of losses and allocated loss adjustment expenses for accident year 1999. On October 29, 1998, the Company announced that it had adopted a formal restructuring plan for its Risk Management business. As part of this initiative, the segment consolidated its property and casualty field support activities from fourteen regional branches into three hub locations. As a result of the Company's restructuring initiative, it recognized a pretax loss of $9.0 million, in the fourth quarter of 1998. The Company made payments of approximately $4.2 million and $0.1 million through June 30, 1999 and in 1998, respectively, related to this restructuring initiative. Effective July 1, 1998, the Company entered into a reinsurance agreement that cedes current and future underwriting losses, including unfavorable development of prior year reserves, up to a $40.0 million maximum, relating to the Company's reinsurance pool business. These pools consist primarily of the Company's assumed stop loss business, small group managed care pools, long-term disability and long-term care pools, student accident and special risk business. The agreement is consistent with management's decision to exit this line of business. As a result of this transaction, the Company recognized a $25.3 million pre-tax loss in the third quarter of 1998. This loss is reported as part of the discontinued operations of the Company. In 1999 and 1998 Allmerica P&C redeemed 8,662.7 and 3,289.5 respectively, of its issued and outstanding common stock owned by AFC for $350.0 million and $125.0 million respectively, thereby increasing the Company's total ownership to 84.5% as of June 30, 1999. The increases in the Company's ownership of Allmerica P&C through June 30, 1999 and for 1998 were 14.5% and 4.3% respectively. The 1999 transaction consisted of cash and cash equivalents. The 1998 transaction consisted of $124.0 million of securities and $1.0 million of cash. F-15 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. INVESTMENTS A. SUMMARY OF INVESTMENTS The Company accounts for its investments, all of which are classified as available-for-sale, in accordance with Statement No. 115. The amortized cost and fair value of available-for-sale fixed maturities and equity securities were as follows:
2000 ------------------------------------------- GROSS GROSS DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR (IN MILLIONS) COST (1) GAINS LOSSES VALUE ------------- --------- ---------- ---------- -------- U.S. Treasury securities and U.S. government and agency securities....... $ 34.3 $ 2.6 $-- $ 36.9 States and political subdivisions....... 10.4 0.3 -- 10.7 Foreign governments..................... 43.2 1.5 0.6 44.1 Corporate fixed maturities.............. 3,818.9 93.5 138.0 3,774.4 Mortgage-backed securities.............. 459.5 14.7 2.1 472.1 -------- ------ ------ -------- Total fixed maturities.................. $4,366.3 $112.6 $140.7 $4,338.2 ======== ====== ====== ======== Equity securities....................... $ 44.1 $ 20.2 $ 7.2 $ 57.1 ======== ====== ====== ========
1999 ------------------------------------------- GROSS GROSS DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR (IN MILLIONS) COST (1) GAINS LOSSES VALUE ------------- --------- ---------- ---------- -------- U.S. Treasury securities and U.S. government and agency securities....... $ 62.6 $ 1.0 $ 0.5 $ 63.1 States and political subdivisions....... 13.5 0.1 0.1 13.5 Foreign governments..................... 80.0 2.1 0.1 82.0 Corporate fixed maturities.............. 3,206.5 63.2 116.9 3,152.8 Mortgage-backed securities.............. 359.0 1.3 11.0 349.3 -------- ------ ------ -------- Total fixed maturities.................. $3,721.6 $ 67.7 $128.6 $3,660.7 ======== ====== ====== ======== Equity securities....................... $ 27.9 $ 24.7 $ 1.2 $ 51.4 ======== ====== ====== ========
(1) Amortized cost for fixed maturities and cost for equity securities. In connection with AFLIAC's voluntary withdrawal of its license in New York, AFLIAC agreed with the New York Department of Insurance to maintain, through a custodial account in New York, a security deposit, the market value of which will at all times equal 102% of all outstanding statutory liabilities of AFLIAC for New York policyholders, claimants and creditors. At December 31, 2000, the amortized cost and market value of these assets on deposit in New York were $186.7 million and $189.8 million, respectively. At December 31, 1999, the amortized cost and market value of assets on deposit were $196.4 million and $193.0 million, respectively. In addition, fixed maturities, excluding those securities on deposit in New York, with an amortized cost of $21.2 million and $18.3 million were on deposit with various state and governmental authorities at December 31, 2000 and 1999, respectively. There were no contractual fixed maturity investment commitments at December 31, 2000. F-16 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The amortized cost and fair value by maturity periods for fixed maturities are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or the Company may have the right to put or sell the obligations back to the issuers. Mortgage backed securities are included in the category representing their ultimate maturity.
2000 ------------------- DECEMBER 31, AMORTIZED FAIR (IN MILLIONS) COST VALUE ------------- --------- -------- Due in one year or less..................................... $ 235.1 $ 233.7 Due after one year through five years....................... 2,100.9 2,073.4 Due after five years through ten years...................... 1,237.9 1,231.7 Due after ten years......................................... 792.4 799.4 -------- -------- Total....................................................... $4,366.3 $4,338.2 ======== ========
Unrealized gains and losses on available-for-sale and other securities, are summarized as follows:
EQUITY FOR THE YEARS ENDED DECEMBER 31, FIXED SECURITIES (IN MILLIONS) MATURITIES AND OTHER (1) TOTAL ------------- ---------- ------------- ------- 2000 Net appreciation (depreciation), beginning of year.......... $ (30.4) $ 15.5 $ (14.9) ------- ------- ------- Net appreciation (depreciation) on available-for-sale securities................................................. 48.9 (3.2) 45.7 Net appreciation (depreciation) from the effect on deferred policy acquisition costs and on policy liabilities......... (36.1) -- (36.1) (Provision) benefit for deferred federal income taxes....... (4.5) 1.1 (3.4) ------- ------- ------- 8.3 (2.1) 6.2 ------- ------- ------- Net appreciation (depreciation), end of year................ $ (22.1) $ 13.4 $ (8.7) ======= ======= ======= 1999 Net appreciation (depreciation), beginning of year.......... $ 79.0 $ 90.2 $ 169.2 ------- ------- ------- Net appreciation (depreciation) on available-for-sale securities................................................. (254.4) (122.3) (376.7) Net appreciation (depreciation) from the effect on deferred policy acquisition costs and on policy liabilities......... 78.5 -- 78.5 (Provision) benefit for deferred federal income taxes and minority interest.......................................... 72.1 64.7 136.8 Distribution of subsidiaries (See Note 3)................... (5.6) (17.1) (22.7) ------- ------- ------- (109.4) (74.7) (184.1) ------- ------- ------- Net appreciation (depreciation), end of year................ $ (30.4) $ 15.5 $ (14.9) ======= ======= =======
F-17 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
EQUITY FOR THE YEARS ENDED DECEMBER 31, FIXED SECURITIES (IN MILLIONS) MATURITIES AND OTHER (1) TOTAL ------------- ---------- ------------- ------- 1998 Net appreciation (depreciation), beginning of year.......... $ 122.6 $ 86.7 $ 209.3 ------- ------- ------- Net appreciation (depreciation) on available-for-sale securities................................................. (99.3) 4.4 (94.9) Appreciation (depreciation ) due to Allmerica P&C purchase of minority interest of Citizens........................... 10.7 10.7 21.4 Net appreciation (depreciation) from the effect on deferred policy acquisition costs and on policy liabilities......... 6.3 -- 6.3 (Provision) benefit for deferred federal income taxes and minority interest.......................................... 38.7 (11.6) 27.1 ------- ------- ------- (43.6) 3.5 (40.1) ------- ------- ------- Net appreciation (depreciation), end of year................ $ 79.0 $ 90.2 $ 169.2 ======= ======= =======
(1) Includes net appreciation (depreciation) on other investments of $1.5 million, $(1.1) million, and $0.8 million, in 2000, 1999, and 1998, respectively. B. MORTGAGE LOANS AND REAL ESTATE FAFLIC's mortgage loans and real estate are diversified by property type and location. Mortgage loans are collateralized by the related properties and generally are no more than 75% of the property's value at the time the original loan is made. At December 31, 2000, there were no real estate properties in the Company's investment portfolio. Previously, real estate investments were obtained primarily through foreclosures. The carrying values of mortgage loans and real estate investments net of applicable reserves were $472.7 million and $533.6 million at December 31, 2000 and 1999, respectively. Reserves for mortgage loans were $4.4 million and $5.8 million at December 31, 2000 and 1999, respectively. There were no non-cash investing activities, including real estate acquired through foreclosure of mortgage loans, in 2000, 1999 and 1998. There were no contractual commitments to extend credit under commercial mortgage loan agreements at December 31, 2000. Mortgage loans and real estate investments comprised the following property types and geographic regions:
DECEMBER 31, (IN MILLIONS) 2000 1999 ------------- ------ ------ Property type: Office building........................................... $269.5 $301.5 Industrial / warehouse.................................... 82.2 83.6 Retail.................................................... 81.9 92.2 Residential............................................... 32.5 50.3 Other..................................................... 11.0 11.8 Valuation allowances...................................... (4.4) (5.8) ------ ------ Total....................................................... $472.7 $533.6 ====== ======
F-18 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, (IN MILLIONS) 2000 1999 ------------- ------ ------ Geographic region: Pacific................................................... $138.7 $133.6 South Atlantic............................................ 128.3 132.2 East North Central........................................ 60.4 62.5 New England............................................... 53.7 90.8 West South Central........................................ 41.4 40.7 Middle Atlantic........................................... 35.7 50.3 Other..................................................... 18.9 29.3 Valuation allowances...................................... (4.4) (5.8) ------ ------ Total....................................................... $472.7 $533.6 ====== ======
At December 31, 2000, scheduled mortgage loan maturities were as follows: 2001 -- $47.4 million; 2002 -- $43.0 million; 2003 -- $39.2 million; 2004 -- $74.9 million; 2005 -- $27.4 million; and $240.8 million thereafter. Actual maturities could differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties and loans may be refinanced. During 2000, the Company did not refinance any mortgage loans based on terms which differed from those granted to new borrowers. C. MORTGAGE LOANS INVESTMENT VALUATION ALLOWANCES Mortgage loans investment valuation allowances which have been deducted in arriving at investment carrying values as presented in the Consolidated Balance Sheets and changes thereto are shown below.
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ----- ----- ----- Balance at beginning of year................................ $ 5.8 $11.5 $20.7 Provisions.................................................. (1.3) (2.4) (6.8) Write-offs.................................................. (0.1) (3.3) (2.4) ----- ----- ----- Balance at end of year...................................... $ 4.4 $ 5.8 $11.5 ===== ===== =====
Provisions on mortgages during 2000, 1999 and 1998 reflect the release of redundant specific reserves. The carrying value of impaired loans was $3.4 million and $18.0 million, with related reserves of $0.4 million and $0.8 million as of December 31, 2000 and 1999, respectively. All impaired loans were reserved for as of December 31, 2000 and 1999. The average carrying value of impaired loans was $12.1 million, $21.0 million and $26.1 million, with related interest income while such loans were impaired, of $1.4 million, $2.1 million and $3.2 million as of December 31, 2000, 1999 and 1998, respectively. D. FUTURES CONTRACTS The Company purchases long futures contracts and sells short futures contracts on margin to hedge against interest rate fluctuations associated with the sale of Guaranteed Investment Contracts ("GICs") and other funding agreements, as well as the reinvestment of fixed maturities. The Company is exposed to interest rate risk from the time of sale of the GIC until the receipt of the deposit and purchase of the underlying asset to back the liability. Similarly, the Company is exposed to interest rate risk on reinvestments of fixed maturities F-19 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) from the time of maturity until the purchase of new fixed maturities. The Company only trades futures contracts with nationally recognized brokers, which the Company believes have adequate capital to ensure that there is minimal danger of default. The Company does not require collateral or other securities to support financial instruments with credit risk. The notional amount of futures contracts outstanding was $87.5 million and $37.1 million, at December 31, 2000 and 1999, respectively. The notional amounts of the contracts represent the extent of the Company's investment but not future cash requirements, as the Company generally settles open positions prior to maturity. The maturity of all futures contracts outstanding are less than one year. The fair value of futures contracts outstanding was $88.7 million and $36.8 million at December 31, 2000 and 1999, respectively. Gains and losses on hedge contracts related to interest rate fluctuations are deferred and recognized in income over the period being hedged corresponding to related guaranteed investment contracts and fixed maturities purchases. If instruments being hedged by futures contracts are disposed, any unamortized gains or losses on such contracts are included in the determination of the gain or loss from the disposition. Deferred hedging losses were $3.6 million and $0.9 million in 2000 and 1999, respectively. Gains and losses on hedge contracts that are deemed ineffective by the Company are realized immediately. There were $0.3 million and $0.1 million of gains realized on ineffective hedges in 2000 and 1998, respectively. There were no gains or losses in 1999. A reconciliation of the notional amount of futures contracts is as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- --------- --------- --------- Contracts outstanding, beginning of year.................... $ 37.1 $ 92.7 $ -- New contracts............................................... 1,539.1 947.0 1,117.5 Contracts terminated........................................ (1,488.7) (1,002.6) (1,024.8) --------- --------- --------- Contracts outstanding, end of year.......................... $ 87.5 $ 37.1 $ 92.7 ========= ========= =========
E. FOREIGN CURRENCY SWAP CONTRACTS The Company enters into foreign currency swap contracts with swap counterparties to hedge foreign currency exposure on specific fixed maturities. Additionally, the Company enters into compound foreign currency/ interest rate swap contracts to hedge foreign currency and interest rate exposure on specific trust obligations backed by funding agreements. Under these swap contracts, the Company agrees to exchange interest and principal related to foreign fixed maturities and trust obligations payable in foreign currencies, at current exchange rates, for the equivalent payment in U.S dollars translated at a specific currency exchange rate. The primary risk associated with these transactions is the inability of the counterparty to meet its obligation. The Company regularly assesses the financial strength of its counterparties and generally enters into forward or swap agreements with counterparties rated "A" or better by nationally recognized rating agencies. The Company's maximum exposure to counterparty credit risk is the difference in payments exchanged, which at December 31, 2000 and 1999, was a net receivable of $5.7 million and a net payable of $0.2 million, respectively. The fair values of the foreign currency swap contracts and compound foreign currency/interest rate swap contracts outstanding were $(35.9) million and $(4.7) million at December 31, 2000 and 1999, respectively. Changes in the fair value of contracts hedging fixed maturities are reported as an unrealized gain or loss, consistent with the underlying hedged security. Changes in the foreign currency portion of the fair value of F-20 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) contracts hedging trust obligations backed by funding agreements are reported as other operating income, consistent with the underlying hedged liability. Changes in the interest rate portion of the fair value of contracts hedging trust obligations backed by funding agreements are reported as unrealized gains and losses, consistent with the hedged item. The net decrease in other operating income related to the change in the foreign currency portion of the fair value of these contracts was $8.9 million in 2000 and $2.6 million in 1999. The change in unrealized gains and losses related to the change in both the interest rate portion of the fair value of the contracts hedging trust obligations backed by funding agreements, as well as the change in the fair value of the contracts hedging foreign fixed maturities, was $(22.2) million and $(3.4) million in 2000 and 1999, respectively. The Company does not require collateral or other security to support financial instruments with credit risk. The difference between amounts paid and received on foreign currency and compound swap contracts is reflected in the net investment income related to the underlying assets. This amount was $(10.0) million in 2000 and was not material in 1999 and 1998. Any gain or loss on the termination of swap contracts is deferred and recognized with any gain or loss on the hedged transaction. The Company had no deferred gain or loss on foreign currency and compound swap contracts in 2000 or 1999. A reconciliation of the notional amount of foreign currency and compound swap contracts is as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------ ------ ----- Contracts outstanding, beginning of year.................... $ 71.5 $ 42.6 $42.6 New contracts............................................... 544.4 52.9 -- Contracts expired........................................... (8.3) (24.0) -- ------ ------ ----- Contracts outstanding, end of year.......................... $607.6 $ 71.5 $42.6 ====== ====== =====
Expected maturities of such foreign currency and compound swap contracts outstanding at December 31, 2000 are $143.9 million in 2001, $91.4 million in 2003, $347.7 million in 2005 and $24.6 million thereafter. There are no expected maturities of such foreign currency and compound swap contracts in 2002 and 2004. F. INTEREST RATE SWAP CONTRACTS The Company enters into interest rate swap contracts to hedge exposure to interest rate fluctuations. Specifically, for floating rate funding agreement liabilities that are matched with fixed rate securities, the Company manages the interest rate risk by hedging with interest rate swap contracts. Under these swap contracts, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated on an agreed-upon notional principal amount. As with foreign currency swap contracts, the primary risk associated with these transactions is the inability of the counterparty to meet its obligation. The Company regularly assesses the financial strength of its counterparties and generally enters into forward or swap agreements with counterparties rated "A" or better by nationally recognized rating agencies. Because the underlying principal of swap contracts is not exchanged, the Company's maximum exposure to counterparty credit risk is the difference in payments exchanged, which at December 31, 2000 and 1999 were net payables of $12.0 million and $4.2 million, respectively. The Company does not require collateral or other security to support financial instruments with credit risk. The net amount receivable or payable is recognized over the life of the swap contract as an adjustment to net investment income. The increase (decrease) in net investment income related to interest rate swap contracts was $4.4 million, $(7.0) million and $(2.8) million for the years ended December 31, 2000, 1999 and 1998, F-21 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) respectively. The fair value of interest rate swap contracts outstanding was $(22.8) million and $33.1 million at December 31, 2000 and 1999, respectively. Changes in the fair value of contracts are reported as an unrealized gain or loss, consistent with the underlying hedged security. Any gain or loss on the termination of interest rate swap contracts accounted for as hedges are deferred and recognized with any gain or loss on the hedged transaction. The Company had no deferred gain or loss on interest rate swap contracts in 2000 or 1999. A reconciliation of the notional amount of interest rate swap contracts is as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Contracts outstanding, beginning of year.................... $1,025.9 $1,112.6 $ 244.1 New contracts............................................... 630.0 905.4 873.5 Contracts terminated........................................ (236.0) (888.5) -- Contracts expired........................................... -- (80.0) (5.0) Distribution of subsidiaries (Note 3)....................... -- (23.6) -- -------- -------- -------- Contracts outstanding, end of year.......................... $1,419.9 $1,025.9 $1,112.6 ======== ======== ========
Expected maturities of such interest rate swap contracts outstanding at December 31, 2000 are $43.1 million in 2001, $233.5 million in 2002, $391.0 million in 2003, $307.3 million in 2004, $425.0 million in 2005 and $20.0 million thereafter. G. OTHER SWAP CONTRACTS The Company enters into insurance portfolio-linked and credit default swap contracts for investment purposes. Under the insurance portfolio-linked swap contracts, the Company agrees to exchange cash flows according to the performance of a specified underwriter's portfolio of insurance business. As with interest rate swap contracts, the primary risk associated with insurance portfolio-linked swap contracts is the inability of the counterparty to meet its obligation. Under the terms of the credit default swap contracts, the Company assumes the default risk of a specific high credit quality issuer in exchange for a stated annual premium. In the case of default, the Company will pay the counterparty par value for a pre-determined security of the issuer. The primary risk associated with these transactions is the default risk of the underlying companies. The Company regularly assesses the financial strength of its counterparties and the underlying companies in default swap contracts, and generally enters into forward or swap agreements with companies rated "A" or better by nationally recognized rating agencies. Because the underlying principal of swap contracts is not exchanged, the Company's maximum exposure to counterparty credit risk is the difference in payments exchanged, which at December 31, 2000 and 1999, was not material to the Company. The Company does not require collateral or other security to support financial instruments with credit risk. The swap contracts are marked to market with any gain or loss recognized currently. The fair values of swap contracts outstanding were $(0.3) million at December 31, 2000 and 1999. The net amount receivable or payable under insurance portfolio-linked swap contracts is recognized when the contracts are marked to market. The net (decrease) increase in realized investment gains related to these contracts was $(0.7) million, $(0.2) million and $1.0 million for the years ended December 31, 2000, 1999 and 1998, respectively. The stated annual premium under credit default swap contracts is recognized currently in net investment income. The net increase to investment income related to credit default swap contracts was $0.2 million, $0.4 million and $0.2 million for the years ended December 31, 2000, 1999 and 1998, respectively. F-22 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A reconciliation of the notional amount of other swap contracts is as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------- ------- ------ Contracts outstanding, beginning of year.................... $ 190.0 $ 255.0 $ 15.0 New contracts............................................... -- 50.0 266.3 Contracts expired........................................... -- (115.0) (26.3) Contracts terminated........................................ (150.0) -- -- ------- ------- ------ Contracts outstanding, end of year.......................... $ 40.0 $ 190.0 $255.0 ======= ======= ======
At December 31, 2000, all other swap contracts are expected to mature in 2001. H. OTHER At December 31, 2000 and 1999, FAFLIC had no concentration of investments in a single investee exceeding 10% of shareholder's equity. 6. INVESTMENT INCOME AND GAINS AND LOSSES A. NET INVESTMENT INCOME The components of net investment income were as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------ ------ ------ Fixed maturities............................................ $304.3 $415.7 $509.6 Mortgage loans.............................................. 40.8 45.5 57.6 Equity securities........................................... 1.1 1.7 7.2 Policy loans................................................ 14.3 12.7 11.9 Other long-term investments................................. 11.3 14.4 7.0 Short-term investments...................................... 7.5 26.6 15.6 ------ ------ ------ Gross investment income..................................... 379.3 516.6 608.9 Less investment expenses.................................... (11.5) (13.5) (15.0) ------ ------ ------ Net investment income....................................... $367.8 $503.1 $593.9 ====== ====== ======
The Company had fixed maturities with a carrying value of $2.9 million and $1.0 million on non-accrual status at December 31, 2000 and 1999, respectively. There were no mortgage loans on non-accrual status at December 31, 2000 and 1999. The effect of non-accruals, compared with amounts that would have been recognized in accordance with the original terms of the investments, was a reduction in net investment income of $1.6 million and $1.4 million in 2000 and 1999, respectively, and had no impact in 1998. The payment terms of mortgage loans may from time to time be restructured or modified. The investment in restructured mortgage loans, based on amortized cost, amounted to $3.8 million and $18.8 million at December 31, 2000 and 1999, respectively. Interest income on restructured mortgage loans that would have been recorded in accordance with the original terms of such loans amounted to $1.7 million, $2.5 million and $3.3 million in 2000, 1999 and 1998, respectively. Actual interest income on these loans included in net investment income aggregated $1.4 million, $1.8 million and $3.3 million in 2000, 1999 and 1998, respectively. F-23 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) There were no mortgage loans which were non-income producing for the years ended December 31, 2000 and 1999. There were, however, fixed maturities with a carrying value of $0.8 million and $0.3 million which were non-income producing for the years ended December 31, 2000 and 1999, respectively. Included in other long-term investments is income from limited partnerships of $7.8 million and $6.6 million in 2000 and 1999, respectively, and losses of $6.3 million in 1998. B. NET REALIZED INVESTMENT GAINS AND LOSSES Realized gains (losses) on investments were as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------ ------ ------ Fixed maturities............................................ $(71.7) $(52.0) $(11.6) Mortgage loans.............................................. 1.3 2.5 8.8 Equity securities........................................... 2.0 141.3 63.7 Other long-term investments................................. 6.0 8.5 -- ------ ------ ------ Net realized investment (losses) gains...................... $(62.4) $100.3 $ 60.9 ====== ====== ======
The proceeds from voluntary sales of available-for-sale securities and the gross realized gains and gross realized losses on those sales were as follows:
PROCEEDS FROM FOR THE YEARS ENDED DECEMBER 31, VOLUNTARY GROSS GROSS (IN MILLIONS) SALES GAINS LOSSES ------------- ------------- ----- ------ 2000 Fixed maturities............................................ $1,044.6 $ 4.0 $(47.3) Equity securities........................................... 2.1 2.0 -- 1999 Fixed maturities............................................ $1,480.5 $ 9.2 $ 27.1 Equity securities........................................... 421.2 149.0 7.6 1998 Fixed maturities............................................ $ 979.2 $17.9 $ 11.3 Equity securities........................................... 258.7 72.8 9.0
F-24 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C. OTHER COMPREHENSIVE INCOME RECONCILIATION The following table provides a reconciliation of gross unrealized (losses) gains to the net balance shown in the Consolidated Statements of Comprehensive Income:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------ ------- ------ Unrealized (losses) gains on securities: Unrealized holding (losses) gains arising during period, (net of tax (benefit) in 2000 of $(21.5) million, including $22.7 million resulting from the distribution of subsidiaries in 1999, net of tax (benefit) and minority interest of $(103.3) million and $(26.8) million in 1999 and 1998 respectively)..................................... $(40.2) $(121.9) $ (6.8) Less: reclassification adjustment for (losses) gains included in net income (net of tax (benefit) in 2000 of $(24.9) million in 2000 and net of tax (benefit) and minority interest of $33.5 million and $21.5 million in 1999 and 1998 respectively)................................ (46.4) (62.2) 33.3 ------ ------- ------ Other comprehensive income (loss) income.................... $ 6.2 $(184.1) $(40.1) ====== ======= ======
7. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value information about certain financial instruments (insurance contracts, real estate, goodwill and taxes are excluded) for which it is practicable to estimate such values, whether or not these instruments are included in the balance sheet. The fair values presented for certain financial instruments are estimates which, in many cases, may differ significantly from the amounts which could be realized upon immediate liquidation. In cases where market prices are not available, estimates of fair value are based on discounted cash flow analyses which utilize current interest rates for similar financial instruments which have comparable terms and credit quality. Included in the fair value of fixed maturities are swap contracts used to hedge fixed maturities with a fair value of $(47.1) million and $31.1 million at December 31, 2000 and 1999, respectively. In addition, the Company held futures contracts with a carrying value of $(3.6) million and $(0.9) million at December 31, 2000 and 1999, respectively. The fair value of these contracts was $88.7 million and $36.8 million at December 31, 2000 and 1999, respectively. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: CASH AND CASH EQUIVALENTS For these short-term investments, the carrying amount approximates fair value. FIXED MATURITIES Fair values are based on quoted market prices, if available. If a quoted market price is not available, fair values are estimated using independent pricing sources or internally developed pricing models using discounted cash flow analyses. F-25 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) EQUITY SECURITIES Fair values are based on quoted market prices, if available. If a quoted market price is not available, fair values are estimated using independent pricing sources or internally developed pricing models. MORTGAGE LOANS Fair values are estimated by discounting the future contractual cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. Fair values of below investment grade mortgage loans are limited to the lesser of the present value of the cash flows or book value. POLICY LOANS The carrying amount reported in the Consolidated Balance Sheets approximates fair value since policy loans have no defined maturity dates and are inseparable from the insurance contracts. COMPANY OWNED LIFE INSURANCE Fair values are based on the current cash surrender value of the policy. This value is dependent on the fair value of the underlying securities which is based on quoted market prices, if available. If a quoted market price is not available, fair values are estimated using independent pricing sources or internally developed pricing models. INVESTMENT CONTRACTS (WITHOUT MORTALITY FEATURES) Fair values for the Company's liabilities under guaranteed investment type contracts are estimated using discounted cash flow calculations using current interest rates for similar contracts with maturities consistent with those remaining for the contracts being valued. Liabilities under supplemental contracts without life contingencies are estimated based on current fund balances and other individual contract funds represent the present value of future policy benefits. Other liabilities are based on current surrender values. TRUST INSTRUMENTS SUPPORTED BY FUNDING OBLIGATIONS Fair values are estimated using discounted cash flow calculations using current interest rates for similar contracts with maturities consistent with those remaining for the contracts being valued. F-26 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The estimated fair values of the financial instruments were as follows:
2000 1999 ------------------ ------------------ DECEMBER 31, CARRYING FAIR CARRYING FAIR (IN MILLIONS) VALUE VALUE VALUE VALUE ------------- -------- -------- -------- -------- FINANCIAL ASSETS Cash and cash equivalents................................. $ 123.0 $ 123.0 $ 279.3 $ 279.3 Fixed maturities.......................................... 4,338.2 4,338.2 3,660.7 3,660.7 Equity securities......................................... 57.1 57.1 51.4 51.4 Mortgage loans............................................ 472.7 490.1 521.2 521.9 Policy loans.............................................. 189.6 189.6 170.5 170.5 Company owned life insurance.............................. 65.6 65.6 -- -- -------- -------- -------- -------- $5,246.2 $5,263.6 $4,683.1 $4,683.8 ======== ======== ======== ======== FINANCIAL LIABILITIES Guaranteed investment contracts........................... $1,636.5 $1,663.3 $1,316.0 $1,341.4 Supplemental contracts without life contingencies......... 40.7 40.7 48.8 48.8 Dividend accumulations.................................... 88.5 88.5 88.1 88.1 Other individual contract deposit funds................... 45.0 44.9 48.4 48.2 Other group contract deposit funds........................ 323.1 319.0 602.9 583.5 Individual fixed annuity contracts........................ 1,026.1 991.7 1,092.5 1,057.1 Trust instruments supported by funding obligations........ 621.5 620.5 50.6 49.6 -------- -------- -------- -------- $3,781.4 $3,768.6 $3,247.3 $3,216.7 ======== ======== ======== ========
F-27 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 8. CLOSED BLOCK Included in other income in the Consolidated Statements of Income in 2000, 1999 and 1998 is a net pre-tax contribution from the Closed Block of $6.3 million, $13.8 million and $10.4 million, respectively. Summarized financial information of the Closed Block as of December 31, 2000 and 1999 and for the periods ended December 31, 2000, 1999 and 1998 is as follows:
DECEMBER 31, (IN MILLIONS) 2000 1999 ------------- ------ ------ Assets Fixed maturities, at fair value (amortized cost of $400.3 and $387.4 respectively)............................................... $397.5 $372.9 Mortgage loans........................................................... 144.9 136.3 Policy loans............................................................. 191.7 201.1 Cash and cash equivalents................................................ 1.9 22.6 Accrued investment income................................................ 14.6 14.0 Deferred policy acquisition costs........................................ 11.0 13.1 Other assets............................................................. 6.4 12.3 ------ ------ Total assets............................................................... $768.0 $772.3 ====== ====== Liabilities Policy liabilities and accruals.......................................... $828.9 $835.2 Other liabilities........................................................ 0.8 6.9 ------ ------ Total liabilities.......................................................... $829.7 $842.1 ====== ======
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ----- ------ ------ Revenues Premiums and other income................................................ $49.9 $ 52.1 $ 55.4 Net investment income.................................................... 53.6 53.8 53.3 Realized investment (losses) gains....................................... (5.4) (0.6) 0.1 ----- ------ ------ Total revenues............................................................. 98.1 105.3 108.8 ----- ------ ------ Benefits and expenses Policy benefits.......................................................... 89.5 88.9 95.0 Policy acquisition expenses.............................................. 2.1 2.5 2.7 Other operating expenses................................................. 0.2 0.1 0.7 ----- ------ ------ Total benefits and expenses................................................ 91.8 91.5 98.4 ----- ------ ------ Contribution from the Closed Block......................................... $ 6.3 $ 13.8 $ 10.4 ===== ====== ======
F-28 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------- ------- ------- Cash flows Cash flows from operating activities: Contribution from the Closed Block........................ $ 6.3 $ 13.8 $ 10.4 Change in: Deferred policy acquisition costs, net.................. 2.1 2.5 2.6 Policy liabilities and accruals......................... (12.0) (13.1) (13.5) Accrued investment income............................... (0.6) 0.1 -- Other assets............................................ 5.9 (8.3) 2.4 Expenses and taxes payable.............................. (10.1) (2.9) (2.9) Other, net.............................................. 5.3 0.8 0.3 ------- ------- ------- Net cash used in operating activities..................... (3.1) (7.1) (0.7) Cash flows from investing activities: Sales, maturities and repayments of investments......... 133.3 139.0 83.6 Purchases of investments................................ (160.3) (128.5) (106.5) Other, net.............................................. 9.4 9.8 7.9 ------- ------- ------- Net cash (used in) provided by investing activities....... (17.6) 20.3 (15.0) ------- ------- ------- Net (decrease) increase in cash and cash equivalents........ (20.7) 13.2 (15.7) Cash and cash equivalents, beginning of year................ 22.6 9.4 25.1 ------- ------- ------- Cash and cash equivalents, end of year...................... $ 1.9 $ 22.6 $ 9.4 ======= ======= =======
There were no valuation allowances on mortgage loans at December 31, 2000, 1999 and 1998, respectively. Many expenses related to Closed Block operations are charged to operations outside the Closed Block; accordingly, the contribution from the Closed Block does not represent the actual profitability of the Closed Block operations. Operating costs and expenses outside of the Closed Block are, therefore, disproportionate to the business outside the Closed Block. 9. FEDERAL INCOME TAXES Provisions for federal income taxes have been calculated in accordance with the provisions of Statement No. 109. A summary of the federal income tax expense (benefit) in the Consolidated Statements of Income is shown below:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- ------ ------ ------ Federal income tax expense (benefit) Current................................................... $(33.8) $88.7 $ 74.6 Deferred.................................................. 50.1 4.3 (15.4) ------ ----- ------ Total....................................................... $ 16.3 $93.0 $ 59.2 ====== ===== ======
F-29 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The federal income taxes attributable to the consolidated results of operations are different from the amounts determined by multiplying income before federal income taxes by the statutory federal income tax rate. The sources of the difference and the tax effects of each were as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- ------ ------ Expected federal income tax expense......................... $ 49.9 $133.4 $108.0 Tax-exempt interest....................................... -- (24.2) (38.9) Dividend received deduction............................... (6.9) -- (5.1) Changes in tax reserve estimates for prior years' dividend received deduction...................................... (13.3) -- -- Changes in tax reserve estimates.......................... (4.0) (8.7) 2.3 Tax credits............................................... (10.3) (8.5) (8.5) Other, net................................................ 0.9 1.0 1.4 ------ ------ ------ Federal income tax expense.................................. $ 16.3 $ 93.0 $ 59.2 ====== ====== ======
The deferred income tax (asset) liability represents the tax effects of temporary differences. Its components were as follows:
DECEMBER 31, (IN MILLIONS) 2000 1999 ------------- -------- -------- Deferred tax (assets) liabilities AMT and low income housing credit carryforwards........... $ (20.2) $ (10.8) Loss reserve discounting.................................. (264.8) (283.5) Deferred acquisition costs................................ 416.6 355.7 Employee benefit plans.................................... (51.6) (52.0) Investments, net.......................................... (28.9) (8.7) Litigation reserve........................................ (8.1) (6.0) Discontinued operations................................... (11.9) (11.7) Other, net................................................ (3.0) (1.1) ------- ------- Deferred tax liability (asset), net......................... $ 28.1 $ (18.1) ======= =======
Gross deferred income tax assets totaled $441.8 million and $515.8 millions at December 31, 2000 and 1999, respectively. Gross deferred income tax liabilities totaled $469.9 million and $497.7 million at December 31, 2000 and 1999, respectively. The Company believes, based on its recent earnings history and its future expectations, that the Company's taxable income in future years will be sufficient to realize all deferred tax assets. In determining the adequacy of future income, the Company considered the future reversal of its existing temporary differences and available tax planning strategies that could be implemented, if necessary. At December 31, 2000, there are available alternative minimum tax credit carryforwards and low income housing credit carryforwards of $2.8 million and $17.4 million, respectively. The alternative minimum tax credit carryforwards have no expiration date, whereas the low income housing credit carryforwards will expire beginning in 2018. The Company's federal income tax returns are routinely audited by the Internal Revenue Services ("IRS"), and provisions are routinely made in the financial statements in anticipation of the results of these audits. The IRS has examined the FAFLIC/AFLIAC consolidated group's federal income tax returns through 1994. The F-30 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) IRS has also examined the former Allmerica P&C consolidated group's federal income tax returns through 1994. The Company has appealed certain adjustments proposed by the IRS with respect to the federal income tax returns for 1992, 1993 and 1994 for the FAFLIC/AFLIAC consolidated group. Also, certain adjustments proposed by the IRS with respect to FAFLIC/AFLIAC's federal income tax returns for 1982 and 1983 remain unresolved. In the Company's opinion, adequate tax liabilities have been established for all years. However, the amount of these tax liabilities could be revised in the near term if estimates of the Company's ultimate liability are revised. 10. PENSION PLANS FAFLIC, as the common employer for all AFC Companies ("affiliated Companies"), provides multiple benefit plans to employees and agents of these affiliated Companies, including retirement plans. The salaries of employees and agents covered by these plans and the expenses of these plans are charged to the affiliated Companies in accordance with an intercompany cost sharing agreement. FAFLIC provides retirement benefits to substantially all of its employees under a defined benefit pension plan. This plan is based on a defined benefit cash balance formula, whereby the Company annually provides an allocation to each eligible employee based on a percentage of that employee's salary, similar to a defined contribution plan arrangement. The 2000, 1999 and 1998 allocations were based on 7.0% of each eligible employee's salary. In addition to the cash balance allocation, certain transition group employees, who have met specified age and service requirements as of December 31, 1994, are eligible for a grandfathered benefit based primarily on the employees' years of service and compensation during their highest five consecutive plan years of employment. The Company's policy for the plans is to fund at least the minimum amount required by the Employee Retirement Income Security Act of 1974. Components of net periodic pension cost were as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Service cost -- benefits earned during the year............. $ 18.5 $ 19.3 $ 19.0 Interest cost............................................... 28.6 26.5 25.5 Expected return on plan assets.............................. (43.1) (38.9) (34.9) Recognized net actuarial gain............................... (11.2) (0.4) (0.8) Amortization of transition asset............................ (2.2) (2.3) (2.2) Amortization of prior service cost.......................... (3.1) (3.3) (2.9) ------ ------ ------ Net periodic pension (benefit) cost....................... $(12.5) $ 0.9 $ 3.7 ====== ====== ======
The Company, allocated approximately $(2.7) million and $1.7 million of the net periodic pension (benefit) cost to its affiliated companies in 2000 and 1999, respectively. F-31 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the status of the plan. At December 31, 2000, the projected benefit obligations exceeded the plans' assets while at December 31,1999 the plans' assets exceeded their projected benefit obligations.
DECEMBER 31, (IN MILLIONS) 2000 1999 ------------- -------- -------- Change in benefit obligations: Projected benefit obligation at beginning of year......... $392.7 $414.2 Service cost -- benefits earned during the year........... 18.5 19.3 Interest cost............................................. 28.6 26.5 Actuarial losses (gains).................................. 37.7 (44.4) Benefits paid............................................. (26.6) (22.9) ------ ------ Projected benefit obligation at end of year............. 450.9 392.7 ------ ------ Change in plan assets: Fair value of plan assets at beginning of year............ 470.6 441.6 Actual return on plan assets.............................. (2.5) 51.9 Benefits paid............................................. (26.6) (22.9) ------ ------ Fair value of plan assets at end of year................ 441.5 470.6 ------ ------ Funded status of the plan................................. (9.4) 77.9 Unrecognized transition obligation........................ (19.4) (21.6) Unamortized prior service cost............................ (8.9) (12.0) Unrecognized net actuarial gains.......................... (6.4) (101.6) ------ ------ Net pension liability................................... $(44.1) $(57.3) ====== ======
As a result of AFC's merger with Allmerica P&C, certain pension liabilities were reduced to reflect their fair value as of the merger date. These pension liabilities were reduced by $7.5 million and $8.9 million in 2000 and 1999, respectively, which reflects fair value, net of applicable amortization. Determination of the projected benefit obligations was based on weighted average discount rates of 7.25% and 7.75% in 2000 and 1999, respectively, and the assumed long-term rate of return on plan assets was 9.5% in 2000 and 9.0% in 1999. The actuarial present value of the projected benefit obligations was determined using assumed rates of increase in future compensation levels ranging from 5.0% to 5.5%. Plan assets are invested primarily in various separate accounts and the general account of FAFLIC. Plan assets also include 796,462 shares of AFC Common Stock at December 31, 2000 and 1999, with a market value of $57.7 million and $44.3 million at December 31, 2000 and 1999, respectively. The Company has a defined contribution 401(k) plan for its employees, whereby the Company matches employee elective 401(k) contributions, up to a maximum percentage determined annually by the Board of Directors. During 2000, 1999, and 1998, the Company matched 50% of employees' contributions up to 6.0% of eligible compensation. The total expense related to this plan was $6.1 million, $5.9 million and $5.6 million in 2000, 1999 and 1998, respectively. The Company allocated approximately $2.9 million and $1.4 million of the 401(k) expense to its affiliated companies in 2000 and 1999 respectively. In addition to this plan, the Company has a defined contribution plan for substantially all of its agents. The plan expense in 2000, 1999 and 1998 was $3.2 million, $3.1 million and $3.0 million, respectively. F-32 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) On January 1, 1998, substantially all of the defined benefit and defined contribution 401(k) plans previously provided by the affiliated Companies were merged with the existing benefit plans of FAFLIC. The merger of benefit plans resulted in a $5.9 million change of interest adjustment to additional paid-in capital during 1998. The change of interest adjustment arose from FAFLIC's forgiveness of certain Allmerica P&C benefit plan liabilities attributable to Allmerica P&C's minority interest. 11. OTHER POSTRETIREMENT BENEFIT PLANS FAFLIC, as the common employer for all AFC Companies ("affiliated Companies"), provides multiple postretirement medical and death benefit plans to employees, agents and retirees of these affiliated Companies. The costs of these plans are charged to the affiliated Companies in accordance with an intercompany cost sharing agreement. Generally, employees become eligible at age 55 with at least 15 years of service. Spousal coverage is generally provided for up to two years after death of the retiree. Benefits include hospital, major medical, and a payment at death equal to retirees' final compensation up to certain limits. Effective January 1, 1996, the Company revised these benefits so as to establish limits on future benefit payments and to restrict eligibility to current employees. The medical plans have varying copayments and deductibles, depending on the plan. These plans are unfunded. The plans' funded status reconciled with amounts recognized in the Company's Consolidated Balance Sheets were as follows:
DECEMBER 31, (IN MILLIONS) 2000 1999 ------------- -------- -------- Change in benefit obligation: Accumulated postretirement benefit obligation at beginning of year................................................... $ 66.8 $ 84.0 Service cost................................................ 1.9 2.9 Interest cost............................................... 4.9 4.6 Actuarial losses (gains).................................... 5.6 (21.2) Benefits paid............................................... (3.7) (3.5) ------ ------ Accumulated postretirement benefit obligation at end of year.................................................... 75.5 66.8 ------ ------ Fair value of plan assets at end of year.................... -- -- ------ ------ Funded status of the plan................................... (75.5) (66.8) Unamortized prior service cost.............................. (7.6) (9.8) Unrecognized net actuarial gains............................ (7.7) (13.8) ------ ------ Accumulated postretirement benefit costs.................. $(90.8) $(90.4) ====== ======
F-33 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The components of net periodic postretirement benefit cost were as follows:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Service cost................................................ $ 1.9 $ 2.9 $ 3.1 Interest cost............................................... 4.9 4.6 5.1 Recognized net actuarial (gain)loss......................... (0.5) 0.1 0.1 Amortization of prior service cost.......................... (2.2) (2.3) (2.4) ------ ------ ------ Net periodic postretirement benefit cost.................... $ 4.1 $ 5.3 $ 5.9 ====== ====== ======
The Company allocated approximately $1.2 million and $1.1 million of the net periodic postretirement cost to its affiliated companies in 2000 and 1999 respectively. As a result of AFC's merger with Allmerica P&C in 1997, certain postretirement liabilities were reduced to reflect their fair value as of the merger date. These postretirement liabilities were reduced by $3.9 million and $4.6 million in 2000 and 1999, respectively, which reflects fair value, net of applicable amortization. For purposes of measuring the accumulated postretirement benefit obligation at December 31, 2000, health care costs were assumed to increase 8.5% in 2001, declining thereafter until the ultimate rate of 5.5% is reached in 2007 and remains at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation at December 31, 2000 by $4.8 million, and the aggregate of the service and interest cost components of net periodic postretirement benefit expense for 2000 by $0.5 million. Conversely, decreasing the assumed health care cost trend rates by one percentage point in each year would decrease the accumulated postretirement benefit obligation at December 31, 2000 by $4.2 million, and the aggregate of the service and interest cost components of net periodic postretirement benefit expense for 2000 by $0.4 million. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.25% and 7.75% at December 31, 2000 and 1999, respectively. In addition, the actuarial present value of the accumulated postretirement benefit obligation was determined using an assumed rate of increase in future compensation levels of 5.5% for FAFLIC agents. On January 1, 1998, substantially all of the postretirement medical and death benefits plans previously provided by the affiliated Companies were merged with the existing benefit plans of FAFLIC. The merger of benefit plans resulted in a $3.8 million change of interest adjustment to additional paid-in capital during 1998. The change of interest adjustment arose from FAFLIC's forgiveness of certain Allmerica P&C benefit plan liabilities attributable to Allmerica P&C's minority interest. 12. DIVIDEND RESTRICTIONS Massachusetts and Delaware have enacted laws governing the payment of dividends to stockholders by insurers. These laws affect the dividend paying ability of FAFLIC and AFLIAC, respectively. Massachusetts' statute limits the dividends an insurer may pay in any twelve month period, without the prior permission of the Commonwealth of Massachusetts Insurance Commissioner (" the Commissioner ") , to the greater of (i) 10% of its statutory policyholder surplus as of the preceding December 31 or (ii) the individual F-34 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) company's statutory net gain from operations for the preceding calendar year (if such insurer is a life company), or its net income for the preceding calendar year (if such insurer is not a life company). In addition, under Massachusetts law, no domestic insurer may pay a dividend or make any distribution to its shareholders from other than unassigned funds unless the Commissioner has approved such dividend or distribution. During 2000 and 1999, no dividends were declared by FAFLIC to AFC. During 1998, FAFLIC paid dividends of $50.0 million to AFC. As of July 1, 1999, FAFLIC's ownership of Allmerica P&C, as well as several non-insurance subsidiaries, was transferred from FAFLIC to AFC. Under an agreement with the Commissioner any dividend from FAFLIC to AFC for 2001 would require the prior approval of the Commissioner and may require AFC to make additional capital contributions to FAFLIC. Pursuant to Delaware's statute, the maximum amount of dividends and other distributions that an insurer may pay in any twelve month period, without the prior approval of the Delaware Commissioner of Insurance, is limited to the greater of (i) 10% of its policyholders' surplus as of the preceding December 31 or (ii) the individual company's statutory net gain from operations for the preceding calendar year (if such insurer is a life company) or its net income (not including realized capital gains) for the preceding calendar year (if such insurer is not a life company). Any dividends to be paid by an insurer, whether or not in excess of the aforementioned threshold, from a source other than statutory earned surplus would also require the prior approval of the Delaware Commissioner of Insurance. No dividends were declared by AFLIAC to FAFLIC during 2000, 1999 or 1998. During 2001, AFLIAC could pay dividends of $28.2 million to FAFLIC without prior approval. 13. SEGMENT INFORMATION The Company offers Asset Accumulation financial products and services. Prior to the AFC corporate reorganization, the Company offered financial products and services in two major areas: Risk Management and Asset Accumulation. Within these broad areas, the Company conducted business principally in three operating segments. These segments were Risk Management, Allmerica Financial Services and Allmerica Asset Management. In accordance with Statement No. 131, the separate financial information of each segment is presented consistent with the way results are regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. A summary of the Company's reportable segments is included below. In 1999, the Company reorganized its Property and Casualty business and Corporate Risk Management Services operations within the Risk Management segment. Under the new structure, the Risk Management segment manages its business through five distribution channels identified as Hanover North, Hanover South, Citizens Midwest, Allmerica Voluntary Benefits and Allmerica Specialty. During the second quarter of 1999, the Company approved a plan to exit its group life and health business, consisting of its EBS business, its AGU business and its reinsurance pool business. Results of operations from this business, relating to both the current and the prior periods, have been segregated and reported as a component of discontinued operations in the Consolidated Statements of Income. Operating results from this business were previously reported in the Allmerica Voluntary Benefits and Allmerica Specialty distribution channels. Prior to 1999, results of the group life and health business were included in the Corporate Risk Management Services segment, while all other Risk Management business was reflected in the Property and Casualty segment. The Risk Management segment's property and casualty business is offered primarily through the Hanover North, Hanover South and Citizens Midwest distribution channels utilizing the Company's independent agent network primarily in the Northeast, Midwest and Southeast United States, maintaining a strong regional focus. Allmerica Voluntary Benefits focuses on worksite distribution, which offers discounted property and F-35 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) casualty products through employer sponsored programs, and affinity group property and casualty business. Allmerica Specialty offers special niche property and casualty products in selected markets. On July 1, 1999, AFC made certain changes to its corporate structure as discussed in Note 3. As a result, FAFLIC distributed its interest in the property and casualty business after that date. The Asset Accumulation group includes two segments: Allmerica Financial Services and Allmerica Asset Management. The Allmerica Financial Services segment includes variable annuities, variable universal life and traditional life insurance products, as well as group retirement products, such as defined benefit and 401(k) plans and tax-sheltered annuities. Allmerica Financial Services also includes brokerage and non-institutional investment advisory services. Through its Allmerica Asset Management segment, the Company offers its customers the option of investing in GICs, such as long-term and short-term funding agreements. Short-term funding agreements are investment contracts issued to institutional buyers, such as money market funds, corporate cash management programs and securities lending collateral programs, which typically have short maturities and periodic interest rate resets based on an index such as LIBOR. Long-term funding agreements are investment contracts issued to various business or charitable trusts, which are used to support debt issued by the trust to foreign and domestic institutional buyers, such as banks, insurance companies and pension plans. These funding agreements have long maturities and may be issued with a fixed or variable interest rate based on an index such as LIBOR. This segment is also a Registered Investment Advisor providing investment advisory services, primarily to affiliates and to third parties, such as money market and other fixed income clients. As a result of the aforementioned change in the AFC corporate structure, FAFLIC distributed its ownership of certain investment advisory business as of July 1, 1999. In addition to the three operating segments, the Company has a Corporate segment, which consists primarily of cash, investments, corporate debt, Capital Securities and corporate overhead expenses. Corporate overhead expenses reflect costs not attributable to a particular segment, such as those generated by certain officers and directors, technology, finance, human resources and legal. Management evaluates the results of the aforementioned segments based on a pre-tax and pre-minority interest basis. Segment income is determined by adjusting net income for net realized investment gains and losses, net gains and losses on disposals of businesses, discontinued operations, extraordinary items, the cumulative effect of accounting changes and certain other items which management believes are not indicative of overall operating trends. While these items may be significant components in understanding and assessing the Company's financial performance, management believes that the presentation of segment income enhances understanding of the Company's results of operations by highlighting net income attributable to the normal, recurring operations of the business. However, segment income should not be construed as a substitute for net income determined in accordance with generally accepted accounting principles. F-36 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Summarized below is financial information with respect to business segments:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Segment revenues: Risk Management........................................... $-- $1,075.2 $2,220.8 Asset Accumulation Allmerica Financial Services............................ 855.2 797.0 721.2 Allmerica Asset Management.............................. 137.8 144.5 121.7 ------ -------- -------- Subtotal............................................ 993.0 941.5 842.9 ------ -------- -------- Corporate................................................. -- 0.4 2.3 Intersegment revenues..................................... -- (0.8) (7.6) ------ -------- -------- Total segment revenues including Closed Block........... 993.0 2,016.3 3,058.4 ------ -------- -------- Adjustment to segment revenues: Adjustment for Closed Block........................... (97.2) (92.1) (98.4) Net realized gains.................................... (62.4) 100.3 60.9 ------ -------- -------- Total revenues............................................ $833.4 $2,024.5 $3,020.9 ====== ======== ======== FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Segment income (loss) before income taxes and minority interest: Risk Management............................................. $-- $ 85.1 $ 149.7 Asset Accumulation Allmerica Financial Services.............................. 224.4 207.1 169.0 Allmerica Asset Management................................ 17.3 21.3 23.7 ------ -------- -------- Subtotal.............................................. 241.7 228.4 192.7 ------ -------- -------- Corporate................................................... (30.5) (38.6) (45.2) ------ -------- -------- Segment income before income taxes and minority interest... 211.2 274.9 297.2 ------ -------- -------- Adjustments to segment income: Net realized investment gains, net of amortization........ (57.5) 106.1 52.2 Sales practice litigation expense......................... -- -- (31.0) Restructuring costs....................................... (11.0) -- (9.0) Other items............................................... -- -- (0.8) ------ -------- -------- Income before taxes and minority interest................... $142.7 $ 381.0 $ 308.6 ====== ======== ========
F-37 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31 (IN MILLIONS) 2000 1999 2000 1999 ------------- --------- --------- ------------ ------------ IDENTIFIABLE ASSETS DEFERRED ACQUISITION COSTS Risk Management............................... $ 462.6 $ 542.0 $ 3.3 $ 6.0 Asset Accumulation Allmerica Financial Services................ 23,132.3 23,410.7 1,409.8 1,213.1 Allmerica Asset Management.................. 2,221.3 1,381.1 0.2 0.4 --------- --------- --------- --------- Total................................... $25,816.2 $25,333.8 $ 1,413.3 $ 1,219.5 ========= ========= ========= =========
14. LEASE COMMITMENTS Rental expenses for operating leases, including those related to the discontinued operations of the Company, amounted to $11.7 million, $22.2 million and $34.9 million in 2000, 1999, and 1998, respectively. These expenses relate primarily to building leases of the Company. At December 31, 2000, future minimum rental payments under non-cancelable operating leases were approximately $34.6 million, payable as follows: 2001 -- $16.2 million; 2002 -- $8.5 million; 2003 -- $6.0 million; 2004 -- $2.9 million, and $1.0 million thereafter. It is expected that, in the normal course of business, leases that expire will be renewed or replaced by leases on other property and equipment; thus, it is anticipated that future minimum lease commitments will not be less than the amounts shown for 2001. 15. REINSURANCE In the normal course of business, the Company seeks to reduce the losses that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Reinsurance transactions are accounted for in accordance with the provisions of Statement of Financial Accounting Standards No. 113, ACCOUNTING AND REPORTING FOR REINSURANCE OF SHORT DURATION AND LONG DURATION CONTRACTS. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. Reinsurance contracts do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company; consequently, allowances are established for amounts deemed uncollectible. The Company determines the appropriate amount of reinsurance based on evaluation of the risks accepted and analyses prepared by consultants and reinsurers and on market conditions (including the availability and pricing of reinsurance). The Company also believes that the terms of its reinsurance contracts are consistent with industry practice in that they contain standard terms with respect to lines of business covered, limit and retention, arbitration and occurrence. Based on its review of its reinsurers' financial statements and reputations in the reinsurance marketplace, the Company believes that its reinsurers are financially sound. Effective January 1, 1999, Allmerica P&C entered into a whole account aggregate excess of loss reinsurance agreement (See Note 4). Prior to the AFC corporate reorganization, the Company was subject to concentration of risk with respect to this reinsurance agreement, which represented 10% or more of the Company's reinsurance business. Net premiums earned and losses and loss adjustment expenses ceded under this agreement in 1999 were $21.9 million and $35.0 million, respectively. In addition, the Company was subject to concentration of risk with respect to reinsurance ceded to various residual market mechanisms. As a condition to the ability to conduct certain business in various states, the Company was required to participate in various residual market mechanisms and pooling arrangements which provide various insurance coverages to individuals or other entities that are otherwise unable to purchase such coverage voluntarily provided by F-38 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) private insurers. These market mechanisms and pooling arrangements included the Massachusetts Commonwealth Automobile Reinsurers ("CAR"), the Maine Workers' Compensation Residual Market Pool ("MWCRP") and the Michigan Catastrophic Claims Association ("MCCA"). Prior to the AFC corporate reorganization, both CAR and MCCA represented 10% or more of the Company's reinsurance business. As a servicing carrier in Massachusetts, the Company ceded a significant portion of its private passenger and commercial automobile premiums to CAR. Net premiums earned and losses and loss adjustment expenses ceded to CAR in 1999 and 1998 were $20.4 million and $21.4 million and $38.1 million and $32.3million respectively. The Company ceded to MCCA premiums earned and losses and loss adjustment expenses in 1999 and 1998 of $1.8 million and $30.6 million, $3.7 million and $18.0 million , respectively. On June 2, 1998, the Company recorded a $124.2 million one-time reduction of its direct and ceded written premiums as a result of a return of excess surplus from MCCA. This transaction had no impact on the total net premiums recorded by the Company in 1998. Because the MCCA is supported by assessments permitted by statute, and all amounts billed by the Company to CAR, MWCRP and MCCA have been paid when due, the Company believes that it has no significant exposure to uncollectible reinsurance balances. The effects of reinsurance were as follows:
FOR THE YEARS ENDED DECEMBER 31 (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Life and accident and health insurance premiums: Direct.................................................... $ 41.8 $ 53.5 $ 51.4 Assumed................................................... 0.7 0.7 0.7 Ceded..................................................... (40.3) (50.0) (47.8) ------ -------- -------- Net premiums................................................ $ 2.2 $ 4.2 $ 4.3 ====== ======== ======== Property and casualty premiums written: Direct.................................................... $-- $1,089.0 $1,970.4 Assumed................................................... -- 27.3 58.8 Ceded..................................................... -- (135.4) (74.1) ------ -------- -------- Net premiums................................................ $-- $ 980.9 $1,955.1 ====== ======== ======== Property and casualty premiums earned: Direct.................................................... $-- $1,047.3 $1,966.8 Assumed................................................... -- 30.3 64.5 Ceded..................................................... -- (127.3) (66.1) ------ -------- -------- Net premiums................................................ $-- $ 950.3 $1,965.2 ====== ======== ======== Life insurance and other individual policy benefits, claims, Losses and loss adjustment expenses: Direct.................................................... $361.5 $ 391.9 $ 359.5 Assumed................................................... 0.3 0.1 0.3 Ceded..................................................... (35.4) (39.2) (49.5) ------ -------- -------- Net policy benefits, claims, losses and loss adjustment expenses.................................................. $326.4 $ 352.8 $ 310.3 ====== ======== ========
F-39 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31 (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Property and casualty benefits, claims, losses and loss Adjustment expenses: Direct.................................................... $-- $ 805.6 $1,588.2 Assumed................................................... 25.9 62.7 Ceded..................................................... (128.0) (158.2) ------ -------- -------- Net policy benefits, claims, losses, and loss adjustment expenses.................................................. $-- $ 703.5 $1,492.7 ====== ======== ========
16. DEFERRED POLICY ACQUISITION COSTS The following reflects the changes to the deferred policy acquisition asset:
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Balance at beginning of year................................ $1,219.5 $1,161.2 $ 965.5 Acquisition expenses deferred............................... 297.5 419.2 638.2 Amortized to expense during the year........................ (81.8) (240.9) (449.6) Adjustment for discontinued operations...................... (2.7) 3.4 (0.2) Adjustment to equity during the year........................ (19.2) 39.3 7.3 Adjustment due to distribution of subsidiaries.............. -- (162.7) -- -------- -------- -------- Balance at end of year...................................... $1,413.3 $1,219.5 $1,161.2 ======== ======== ========
17. LIABILITIES FOR OUTSTANDING CLAIMS, LOSSES AND LOSS ADJUSTMENT EXPENSES The Company regularly updates its estimates of liabilities for outstanding claims, losses and loss adjustment expenses as new information becomes available and further events occur which may impact the resolution of unsettled claims for its property and casualty and its accident and health lines of business. Changes in prior estimates are recorded in results of operations in the year such changes are determined to be needed. The liability for future policy benefits and outstanding claims, losses and loss adjustment expenses related to the Company's accident and health business was $520.7 million and $601.3 million at December 31, 2000 and 1999, respectively. Accident and health claim liabilities were re-estimated for all prior years and were decreased by $18.6 million in 2000 and increased by $51.2 million in 1999. The decrease in 2000 primarily resulted from the Company's entrance into a reinsurance agreement which provided for the cession of the Company's long-term group disability reserves, partially offset by reserve strengthening in the reinsurance pool business. The 1999 increase resulted from the Company's reserve strengthening primarily in the EBS and reinsurance pool business. F-40 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The table below provides a reconciliation of the beginning and ending reserves for unpaid losses and LAE relating to the Company's property and casualty business prior to the AFC corporate reorganization.
FOR THE YEARS ENDED DECEMBER 31, (IN MILLIONS) 1999 1998 ------------- --------- -------- Reserve for losses and LAE, beginning of the year........... $ 2,597.3 $2,615.4 Incurred losses and LAE, net of reinsurance recoverable: Provision for insured events of the current year.......... 795.6 1,609.0 Decrease in provision for insured events of prior years... (96.1) (127.2) --------- -------- Total incurred losses and LAE............................... 699.5 1,481.8 --------- -------- Payments, net of reinsurance recoverable: Losses and LAE attributable to insured events of current year.................................................... 342.1 871.9 Losses and LAE attributable to insured events of prior years................................................... 424.2 643.0 --------- -------- Total payments 766.3 1,514.9 --------- -------- Change in reinsurance recoverable on unpaid losses.......... 44.3 15.0 Distribution of subsidiaries................................ (2,574.8) -- --------- -------- Reserve for losses and LAE, end of year..................... $ -- $2,597.3 ========= ========
As part of an ongoing process, the reserves were re-estimated for all prior accident years and were decreased by $96.1 million and $127.2 million in 1999 and 1998 respectively, reflecting increased favorable development on reserves for both losses and loss adjustment expenses. Favorable development on prior years' loss reserves was $52.0 million and $58.9 million for the years ended December 31, 1999 and 1998 respectively. Favorable development on prior year's loss adjustment expense reserves was $44.1 million and $68.3 million prior to the AFC corporate reorganization in 1999 and for the year ended December 31, 1998. The increase in favorable development 1998 was primarily attributable to claims process improvement initiatives taken by the Company. The Company has lowered claim settlement costs through increased utilization of in-house attorneys and consolidation of claim offices. This favorable development reflected the Company's reserving philosophy consistently applied over these periods. Conditions and trends that have affected development of the loss and LAE reserves in the past may not necessarily occur in the future. Due to the nature of the business written by the Risk Management segment, the exposure to environmental liabilities was relatively small and therefore its reserves were relatively small compared to other types of liabilities. Loss and LAE reserves related to environmental damage and toxic tort liability, included in the reserve for losses and LAE, were $49.9 million, net of reinsurance of $14.2 million in 1998. The Company does not specifically underwrite policies that include this coverage, but as case law expands policy provisions and insurers' liability beyond the intended coverage, the Company may be required to defend such claims. The Company estimated its ultimate liability for these claims based upon currently known facts, reasonable assumptions where the facts are not known, current law and methodologies currently available. Although these outstanding claims were not significant, their existence gives rise to uncertainty and were discussed because of the possibility, however remote, that they may become significant. The Company believes that, notwithstanding the evolution of case law expanding liability in environmental claims, recorded reserves related to these claims were adequate. In addition, the Company is not aware of any litigation or pending F-41 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) claims that may result in additional material liabilities in excess of recorded reserves. The environmental liability could be revised in the near term if the estimates used in determining the liability are revised. 18. MINORITY INTEREST As a result of the Company's divestiture of certain of its subsidiaries including its 84.5% ownership of the outstanding shares of the common stock of Allmerica P&C effective July 1, 1999, there is no minority interest reflected in the Consolidated Balance Sheets as of December 31, 2000 and 1999. The Company's interest in Allmerica P&C was represented by ownership of 70.0% of the outstanding shares of common stock at December 31, 1998. Earnings and shareholder's equity attributable to minority shareholders are included in minority interest in the consolidated financial statements through the period ended June 30, 1999 and for the year ended December 31, 1998. 19. CONTINGENCIES REGULATORY AND INDUSTRY DEVELOPMENTS Unfavorable economic conditions may contribute to an increase in the number of insurance companies that are under regulatory supervision. This may result in an increase in mandatory assessments by state guaranty funds, or voluntary payments by solvent insurance companies to cover losses to policyholders of insolvent or rehabilitated companies. Mandatory assessments, which are subject to statutory limits, can be partially recovered through a reduction in future premium taxes in some states. The Company is not able to reasonably estimate the potential effect on it of any such future assessments or voluntary payments. LITIGATION In 1997, a lawsuit on behalf of a putative class was instituted against AFC and certain of its subsidiaries, including FAFLIC, alleging fraud, unfair or deceptive acts, breach of contract, misrepresentation, and related claims in the sale of life insurance policies. In November 1998, the Company and the plaintiffs entered into a settlement agreement and in May 1999, the Federal District Court in Worcester, Massachusetts approved the settlement agreement and certified the class for this purpose. FAFLIC recognized a $31.0 million pre-tax expense in 1998 related to this litigation. Although the Company believes that this expense reflects appropriate recognition of its obligation under the settlement, this estimate assumes the availability of insurance coverage for certain claims, and the estimate may be revised based on the amount of reimbursement actually tendered by AFC's insurance carriers, and based on changes in the Company's estimate of the ultimate cost of the benefits to be provided to members of the class. The Company has been named a defendant in various other legal proceedings arising in the normal course of business. In the Company's opinion, based on the advice of legal counsel, the ultimate resolution of these proceedings will not have a material effect on the Company's consolidated financial statements. However, liabilities related to these proceedings could be established in the near term if estimates of the ultimate resolution of these proceedings are revised. 20. STATUTORY FINANCIAL INFORMATION The Company is required to file annual statements with state regulatory authorities prepared on an accounting basis prescribed or permitted by such authorities (statutory basis). Statutory surplus differs from shareholder's F-42 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) equity reported in accordance with generally accepted accounting principles primarily because policy acquisition costs are expensed when incurred, investment reserves are based on different assumptions, postretirement benefit costs are based on different assumptions and reflect a different method of adoption, life insurance reserves are based on different assumptions and income tax expense reflects only taxes paid or currently payable. As of December 31, 2000, 49 out of 50 states have adopted the National Association of Insurance Commissioners proposed Codification, which provides for uniform statutory accounting principles. These principles are effective January 1, 2001. The Company is currently assessing the impact that the adoption of Codification will have on its statutory results of operations and financial position. Statutory net income and surplus are as follows:
(IN MILLIONS) 2000 1999 1998 ------------- -------- -------- -------- Statutory Net Income (Combined) Property and Casualty Companies (See Note 3).............. $-- $322.6 $ 180.7 Life and Health Companies................................. (43.6) 239.0 86.4 Statutory Shareholder's Surplus (Combined) Property and Casualty Companies (See Note 3).............. $-- $-- $1,269.3 Life and Health Companies................................. 528.5 590.1 1,164.1
F-43 GROUP VEL ACCOUNT STATEMENTS OF ASSETS AND LIABILITIES MARCH 31, 2001 (UNAUDITED)
SELECT SELECT CORE INVESTMENT MONEY EQUITY GOVERNMENT AGGRESSIVE SELECT EQUITY GRADE INCOME MARKET INDEX BOND GROWTH GROWTH --------- ------------ ---------- --------- ---------- ---------- --------- ASSETS: Investments in shares of Allmerica Investment Trust.......................... $ 442 $ 305 $ 274 $ 487 $ 292 $ 67,955 $ 445 Investments in shares of Fidelity Variable Insurance Products Funds (VIP)............ -- -- -- -- -- -- -- Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)......... -- -- -- -- -- -- -- Investment in shares of T. Rowe Price International Series, Inc................. -- -- -- -- -- -- -- Investment in shares of Delaware Group Premium Fund.............................. -- -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- Total assets.............................. 442 305 274 487 292 67,955 445 LIABILITIES: -- -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- Net assets................................ $ 442 $ 305 $ 274 $ 487 $ 292 $ 67,955 $ 445 ========= ========= ========= ========= ========= ========= ========= Net asset distribution by category: Variable life policies.................... $ -- $ -- $ -- $ -- $ -- $ 67,643 $ -- Value of investment by First Allmerica Financial Life Insurance Company (Sponsor)............................... 442 305 274 487 292 312 445 --------- --------- --------- --------- --------- --------- --------- $ 442 $ 305 $ 274 $ 487 $ 292 $ 67,955 $ 445 ========= ========= ========= ========= ========= ========= ========= Units outstanding, March 31, 2001........... 200 200 200 200 200 43,509 200 Net asset value per unit, March 31, 2001.... $2.212047 $1.523805 $1.374068 $2.433348 $1.458260 $1.561861 $2.224983 SELECT GROWTH SELECT VALUE AND INCOME OPPORTUNITY ---------- ------------ ASSETS: Investments in shares of Allmerica Investment Trust.......................... $ 389 $ 118,019 Investments in shares of Fidelity Variable Insurance Products Funds (VIP)............ -- -- Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)......... -- -- Investment in shares of T. Rowe Price International Series, Inc................. -- -- Investment in shares of Delaware Group Premium Fund.............................. -- -- --------- --------- Total assets.............................. 389 118,019 LIABILITIES: -- -- --------- --------- Net assets................................ $ 389 $ 118,019 ========= ========= Net asset distribution by category: Variable life policies.................... $ -- $ 117,554 Value of investment by First Allmerica Financial Life Insurance Company (Sponsor)............................... 389 465 --------- --------- $ 389 $ 118,019 ========= ========= Units outstanding, March 31, 2001........... 200 50,772 Net asset value per unit, March 31, 2001.... $1.945621 $2.324478
The accompanying notes are an integral part of these financial statements. SA-1 GROUP VEL ACCOUNT STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) MARCH 31, 2001 (UNAUDITED)
SELECT SELECT SELECT SELECT FIDELITY FIDELITY INTERNATIONAL CAPITAL EMERGING STRATEGIC VIP VIP EQUITY APPRECIATION MARKETS GROWTH HIGH INCOME EQUITY-INCOME ------------- ------------ --------- --------- ----------- ------------- ASSETS: Investments in shares of Allmerica Investment Trust.......................... $ 344 $ 223,304 $ 68,633 $ 56,409 $ -- $ -- Investments in shares of Fidelity Variable Insurance Products Funds (VIP)............ -- -- -- -- 238 426 Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)......... -- -- -- -- -- -- Investment in shares of T. Rowe Price International Series, Inc................. -- -- -- -- -- -- Investment in shares of Delaware Group Premium Fund.............................. -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- Total assets.............................. 344 223,304 68,633 56,409 238 426 LIABILITIES: -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- Net assets................................ $ 344 $ 223,304 $ 68,633 $ 56,409 $ 238 $ 426 ========= ========= ========= ========= ========= ========= Net asset distribution by category: Variable life policies.................... $ -- $ 223,304 $ 68,633 $ 56,409 $ -- $ -- Value of investment by First Allmerica Financial Life Insurance Company (Sponsor)............................... 344 -- -- -- 238 426 --------- --------- --------- --------- --------- --------- $ 344 $ 223,304 $ 68,633 $ 56,409 $ 238 $ 426 ========= ========= ========= ========= ========= ========= Units outstanding, March 31, 2001........... 200 98,109 126,762 126,507 200 200 Net asset value per unit, March 31, 2001.... $1.718476 $2.276067 $0.541432 $0.445898 $1.188986 $2.127814 FIDELITY FIDELITY FIDELITY VIP VIP VIP II GROWTH OVERSEAS ASSET MANAGER --------- --------- ------------- ASSETS: Investments in shares of Allmerica Investment Trust.......................... $ -- $ -- $ -- Investments in shares of Fidelity Variable Insurance Products Funds (VIP)............ 197,547 314 -- Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)......... -- -- 357 Investment in shares of T. Rowe Price International Series, Inc................. -- -- -- Investment in shares of Delaware Group Premium Fund.............................. -- -- -- --------- --------- --------- Total assets.............................. 197,547 314 357 LIABILITIES: -- -- -- --------- --------- --------- Net assets................................ $ 197,547 $ 314 $ 357 ========= ========= ========= Net asset distribution by category: Variable life policies.................... $ 197,547 $ -- $ -- Value of investment by First Allmerica Financial Life Insurance Company (Sponsor)............................... -- 314 357 --------- --------- --------- $ 197,547 $ 314 $ 357 ========= ========= ========= Units outstanding, March 31, 2001........... 78,654 200 200 Net asset value per unit, March 31, 2001.... $2.511611 $1.570923 $1.784759
The accompanying notes are an integral part of these financial statements. SA-2 GROUP VEL ACCOUNT STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) MARCH 31, 2001 (UNAUDITED)
T. ROWE PRICE DGPF INTERNATIONAL INTERNATIONAL STOCK EQUITY ------------- ------------- ASSETS: Investments in shares of Allmerica Investment Trust.......................... $ -- $ -- Investments in shares of Fidelity Variable Insurance Products Funds (VIP)............ -- -- Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)......... -- -- Investment in shares of T. Rowe Price International Series, Inc................. 77,170 -- Investment in shares of Delaware Group Premium Fund.............................. -- 324 --------- --------- Total assets.............................. 77,170 324 LIABILITIES: -- -- --------- --------- Net assets................................ $ 77,170 $ 324 ========= ========= Net asset distribution by category: Variable life policies.................... $ 77,170 $ -- Value of investment by First Allmerica Financial Life Insurance Company (Sponsor)............................... -- 324 --------- --------- $ 77,170 $ 324 ========= ========= Units outstanding, March 31, 2001........... 113,255 200 Net asset value per unit, March 31, 2001.... $0.681381 $1.619633
The accompanying notes are an integral part of these financial statements. SA-3 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS
SELECT INVESTMENT CORE EQUITY GRADE INCOME FOR THE FOR THE YEAR ENDED FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ 1 $ 3 $ 3 $ 5 $18 $ 17 EXPENSES: Mortality and expense risk fees........... -- -- -- -- -- -- ---- ----- ---- --- --- ---- Net investment income (loss)............ 1 3 3 5 18 17 ---- ----- ---- --- --- ---- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 55 45 -- -- -- Net realized gain (loss) from sales of investments............................. -- -- -- -- -- -- ---- ----- ---- --- --- ---- Net realized gain (loss)................ -- 55 45 -- -- -- Net unrealized gain (loss)................ (61) (111) 78 4 9 (19) ---- ----- ---- --- --- ---- Net realized and unrealized gain (loss)................................ (61) (56) 123 4 9 (19) ---- ----- ---- --- --- ---- Net increase (decrease) in net assets from operations....................... $(60) $ (53) $126 $ 9 $27 $ (2) ==== ===== ==== === === ==== MONEY MARKET FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ 4 $4,746 $12 EXPENSES: Mortality and expense risk fees........... -- 282 -- --- ------ --- Net investment income (loss)............ 4 4,464 12 --- ------ --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- -- -- Net realized gain (loss) from sales of investments............................. -- -- -- --- ------ --- Net realized gain (loss)................ -- -- -- Net unrealized gain (loss)................ -- -- -- --- ------ --- Net realized and unrealized gain (loss)................................ -- -- -- --- ------ --- Net increase (decrease) in net assets from operations....................... $ 4 $4,464 $12 === ====== ===
The accompanying notes are an integral part of these financial statements. SA-4 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
EQUITY INDEX GOVERNMENT BOND FOR THE FOR THE YEAR ENDED FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ 1 $ 5 $ 5 $4 $15 $ 15 EXPENSES: Mortality and expense risk fees........... -- -- -- -- -- -- ---- ----- ---- -- --- ---- Net investment income (loss)............ 1 5 5 4 15 15 ---- ----- ---- -- --- ---- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 60 1 -- -- -- Net realized gain (loss) from sales of investments............................. -- -- -- -- -- -- ---- ----- ---- -- --- ---- Net realized gain (loss)................ -- 60 1 -- -- -- Net unrealized gain (loss)................ (65) (120) 97 4 10 (14) ---- ----- ---- -- --- ---- Net realized and unrealized gain (loss)................................ (65) (60) 98 4 10 (14) ---- ----- ---- -- --- ---- Net increase (decrease) in net assets from operations....................... $(64) $ (55) $103 $8 $25 $ 1 ==== ===== ==== == === ==== SELECT AGGRESSIVE GROWTH FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ -- $ -- $ -- EXPENSES: Mortality and expense risk fees........... 59 279 -- -------- -------- ---- Net investment income (loss)............ (59) (279) -- -------- -------- ---- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 9,381 -- Net realized gain (loss) from sales of investments............................. (543) (941) -- -------- -------- ---- Net realized gain (loss)................ (543) 8,440 -- Net unrealized gain (loss)................ (20,604) (30,734) 150 -------- -------- ---- Net realized and unrealized gain (loss)................................ (21,147) (22,294) 150 -------- -------- ---- Net increase (decrease) in net assets from operations....................... $(21,206) $(22,573) $150 ======== ======== ====
The accompanying notes are an integral part of these financial statements. SA-5 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
SELECT GROWTH SELECT GROWTH AND INCOME FOR THE FOR THE YEAR ENDED FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ -- $ -- $ -- $ 1 $ 3 $ 5 EXPENSES: Mortality and expense risk fees........... -- -- -- -- -- -- ----- ----- ---- ---- ---- --- Net investment income (loss)............ -- -- -- 1 3 5 ----- ----- ---- ---- ---- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 77 18 -- 81 34 Net realized gain (loss) from sales of investments............................. -- -- -- -- -- -- ----- ----- ---- ---- ---- --- Net realized gain (loss)................ -- 77 18 -- 81 34 Net unrealized gain (loss)................ (113) (197) 137 (53) (137) 37 ----- ----- ---- ---- ---- --- Net realized and unrealized gain (loss)................................ (113) (120) 155 (53) (56) 71 ----- ----- ---- ---- ---- --- Net increase (decrease) in net assets from operations....................... $(113) $(120) $155 $(52) $(53) $76 ===== ===== ==== ==== ==== === SELECT VALUE OPPORTUNITY FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ -- $ 212 $ -- EXPENSES: Mortality and expense risk fees........... 107 324 -- ------- ------- ---- Net investment income (loss)............ (107) (112) -- ------- ------- ---- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 553 21 Net realized gain (loss) from sales of investments............................. 266 412 -- ------- ------- ---- Net realized gain (loss)................ 266 965 21 Net unrealized gain (loss)................ (1,441) 15,402 (38) ------- ------- ---- Net realized and unrealized gain (loss)................................ (1,175) 16,367 (17) ------- ------- ---- Net increase (decrease) in net assets from operations....................... $(1,282) $16,255 $(17) ======= ======= ====
The accompanying notes are an integral part of these financial statements. SA-6 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
SELECT INTERNATIONAL EQUITY SELECT CAPITAL APPRECIATION FOR THE FOR THE YEAR ENDED FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ -- $ 2 $ -- $ -- $ -- $ -- EXPENSES: Mortality and expense risk fees........... -- -- -- 213 758 -- ---- ---- ---- -------- ------- ---- Net investment income (loss)............ -- 2 -- (213) (758) -- ---- ---- ---- -------- ------- ---- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 14 -- -- 4,478 1 Net realized gain (loss) from sales of investments............................. -- -- -- (155) (182) -- ---- ---- ---- -------- ------- ---- Net realized gain (loss)................ -- 14 -- (155) 4,296 1 Net unrealized gain (loss)................ (59) (56) 107 (38,898) (5,593) 99 ---- ---- ---- -------- ------- ---- Net realized and unrealized gain (loss)................................ (59) (42) 107 (39,053) (1,297) 100 ---- ---- ---- -------- ------- ---- Net increase (decrease) in net assets from operations....................... $(59) $(40) $107 $(39,266) $(2,055) $100 ==== ==== ==== ======== ======= ==== SELECT EMERGING MARKETS FOR THE QUARTER FOR THE ENDED PERIOD 3/10/00* 3/31/01 TO 12/31/00 (UNAUDITED) (UNAUDITED) ----------- --------------- INVESTMENT INCOME: Dividends................................. $ -- $ 58 EXPENSES: Mortality and expense risk fees........... 49 231 -------- -------- Net investment income (loss)............ (49) (173) -------- -------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 756 Net realized gain (loss) from sales of investments............................. (331) (581) -------- -------- Net realized gain (loss)................ (331) 175 Net unrealized gain (loss)................ (11,542) (20,816) -------- -------- Net realized and unrealized gain (loss)................................ (11,873) (20,641) -------- -------- Net increase (decrease) in net assets from operations....................... $(11,922) $(20,814) ======== ========
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-7 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
SELECT STRATEGIC GROWTH FIDELITY VIP HIGH INCOME FOR THE FOR THE FOR THE YEAR ENDED QUARTER FOR THE QUARTER DECEMBER 31, ENDED PERIOD 3/10/00* ENDED ------------------------ 3/31/01 TO 12/31/00 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- --------------- ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ -- $ 2 $ 29 $ 20 $26 EXPENSES: Mortality and expense risk fees........... 51 268 -- -- -- -------- -------- ---- ---- --- Net investment income (loss)............ (51) (266) 29 20 26 -------- -------- ---- ---- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 1,348 -- -- 1 Net realized gain (loss) from sales of investments............................. (366) (197) -- -- -- -------- -------- ---- ---- --- Net realized gain (loss)................ (366) 1,151 -- -- 1 Net unrealized gain (loss)................ (26,714) (18,378) (29) (89) (4) -------- -------- ---- ---- --- Net realized and unrealized gain (loss)................................ (27,080) (17,227) (29) (89) (3) -------- -------- ---- ---- --- Net increase (decrease) in net assets from operations....................... $(27,131) $(17,493) $ -- $(69) $23 ======== ======== ==== ==== === FIDELITY VIP EQUITY-INCOME FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ 7 $ 7 $ 6 EXPENSES: Mortality and expense risk fees........... -- -- -- ---- --- --- Net investment income (loss)............ 7 7 6 ---- --- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ 21 26 13 Net realized gain (loss) from sales of investments............................. -- -- -- ---- --- --- Net realized gain (loss)................ 21 26 13 Net unrealized gain (loss)................ (55) 2 6 ---- --- --- Net realized and unrealized gain (loss)................................ (34) 28 19 ---- --- --- Net increase (decrease) in net assets from operations....................... $(27) $35 $25 ==== === ===
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-8 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
FIDELITY VIP FIDELITY VIP GROWTH OVERSEAS FOR THE FOR THE YEAR ENDED FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ 75 $ 1 $ 1 $ 16 $ 6 $ 5 EXPENSES: Mortality and expense risk fees........... 177 716 -- -- -- -- -------- -------- ---- ---- ----- ---- Net investment income (loss)............ (102) (715) 1 16 6 5 -------- -------- ---- ---- ----- ---- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ 7,023 74 55 26 37 8 Net realized gain (loss) from sales of investments............................. (482) (377) -- -- -- -- -------- -------- ---- ---- ----- ---- Net realized gain (loss)................ 6,541 (303) 55 26 37 8 Net unrealized gain (loss)................ (47,015) (22,932) 129 (81) (127) 118 -------- -------- ---- ---- ----- ---- Net realized and unrealized gain (loss)................................ (40,474) (23,235) 184 (55) (90) 126 -------- -------- ---- ---- ----- ---- Net increase (decrease) in net assets from operations....................... $(40,576) $(23,950) $185 $(39) $ (84) $131 ======== ======== ==== ==== ===== ==== FIDELITY VIP II ASSET MANAGER FOR THE FOR THE YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ 15 $ 13 $12 EXPENSES: Mortality and expense risk fees........... -- -- -- ---- ---- --- Net investment income (loss)............ 15 13 12 ---- ---- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ 6 30 15 Net realized gain (loss) from sales of investments............................. -- -- -- ---- ---- --- Net realized gain (loss)................ 6 30 15 Net unrealized gain (loss)................ (46) (59) 13 ---- ---- --- Net realized and unrealized gain (loss)................................ (40) (29) 28 ---- ---- --- Net increase (decrease) in net assets from operations....................... $(25) $(16) $40 ==== ==== ===
The accompanying notes are an integral part of these financial statements. SA-9 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
T. ROWE PRICE DGPF INTERNATIONAL STOCK INTERNATIONAL EQUITY FOR THE FOR THE FOR THE YEAR ENDED QUARTER FOR THE QUARTER DECEMBER 31, ENDED PERIOD 3/10/00* ENDED ------------------------ 3/31/01 TO 12/31/00 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- --------------- ----------- ----------- ----------- INVESTMENT INCOME: Dividends................................. $ -- $ 253 $ 9 $ 8 $ 7 EXPENSES: Mortality and expense risk fees........... 63 254 -- -- -- -------- -------- ---- ---- --- Net investment income (loss)............ (63) (1) 9 8 7 -------- -------- ---- ---- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 1,213 26 6 -- Net realized gain (loss) from sales of investments............................. (204) (282) -- -- -- -------- -------- ---- ---- --- Net realized gain (loss)................ (204) 931 26 6 -- Net unrealized gain (loss)................ (13,334) (11,135) (68) (13) 42 -------- -------- ---- ---- --- Net realized and unrealized gain (loss)................................. (13,538) (10,204) (42) (7) 42 -------- -------- ---- ---- --- Net increase (decrease) in net assets from operations........................ $(13,601) $(10,205) $(33) $ 1 $49 ======== ======== ==== ==== ===
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-10 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS
SELECT INVESTMENT CORE EQUITY GRADE INCOME MONEY MARKET YEAR ENDED YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, QUARTER ENDED ------------------------ ENDED ------------------------ ENDED 3/31/01 2000 1999 3/31/01 2000 1999 3/31/01 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ 1 $ 3 $ 3 $ 5 $ 18 $ 17 $ 4 Net realized gain (loss)...... -- 55 45 -- -- -- -- Net unrealized gain (loss).... (61) (111) 78 4 9 (19) -- ---- ----- ---- ---- ---- ---- ---- Net increase (decrease) in net assets from operations...... (60) (53) 126 9 27 (2) 4 ---- ----- ---- ---- ---- ---- ---- FROM POLICY TRANSACTIONS: -- -- -- -- -- -- -- Net premiums.................. -- -- -- -- -- -- -- Terminations.................. -- -- -- -- -- -- -- Insurance and other charges... -- -- -- -- -- -- -- Transfers between sub-accounts (including fixed account), net......................... -- -- -- -- -- -- -- Other transfers from (to) the General Account............. -- -- -- -- -- -- -- Net increase (decrease) in investment by Sponsor....... -- -- -- -- -- -- -- ---- ----- ---- ---- ---- ---- ---- Net increase (decrease) in net assets from policy transactions................ -- -- -- -- -- -- -- ---- ----- ---- ---- ---- ---- ---- Net increase (decrease) in net assets...................... (60) (53) 126 9 27 (2) 4 NET ASSETS: Beginning of year............... 502 555 429 296 269 271 270 ---- ----- ---- ---- ---- ---- ---- End of year..................... $442 $ 502 $555 $305 $296 $269 $274 ==== ===== ==== ==== ==== ==== ==== MONEY MARKET YEAR ENDED DECEMBER 31, ------------------------ 2000 1999 (UNAUDITED) (UNAUDITED) ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ 4,464 $ 12 Net realized gain (loss)...... -- -- Net unrealized gain (loss).... -- -- --------- ---- Net increase (decrease) in net assets from operations...... 4,464 12 --------- ---- FROM POLICY TRANSACTIONS: -- -- Net premiums.................. 520,962 -- Terminations.................. -- -- Insurance and other charges... (2,284) -- Transfers between sub-accounts (including fixed account), net......................... (520,103) -- Other transfers from (to) the General Account............. (3,023) -- Net increase (decrease) in investment by Sponsor....... -- -- --------- ---- Net increase (decrease) in net assets from policy transactions................ (4,448) -- --------- ---- Net increase (decrease) in net assets...................... 16 12 NET ASSETS: Beginning of year............... 254 242 --------- ---- End of year..................... $ 270 $254 ========= ====
The accompanying notes are an integral part of these financial statements. SA-11 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
EQUITY INDEX GOVERNMENT BOND YEAR ENDED YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ 1 $ 5 $ 5 $ 4 $ 15 $ 15 Net realized gain (loss)...... -- 60 1 -- -- -- Net unrealized gain (loss).... (65) (120) 97 4 10 (14) ---- ----- ---- ---- ---- ---- Net increase (decrease) in net assets from operations...... (64) (55) 103 8 25 1 ---- ----- ---- ---- ---- ---- FROM POLICY TRANSACTIONS: -- -- -- -- -- -- Net premiums.................. -- -- -- -- -- -- Terminations.................. -- -- -- -- -- -- Insurance and other charges... -- -- -- -- -- -- Transfers between sub-accounts (including fixed account), net......................... -- -- -- -- -- -- Other transfers from (to) the General Account............. -- -- -- -- -- -- Net increase (decrease) in investment by Sponsor....... -- -- -- -- -- -- ---- ----- ---- ---- ---- ---- Net increase (decrease) in net assets from policy transactions................ -- -- -- -- -- -- ---- ----- ---- ---- ---- ---- Net increase (decrease) in net assets...................... (64) (55) 103 8 25 1 NET ASSETS: Beginning of year............... 551 606 503 284 259 258 ---- ----- ---- ---- ---- ---- End of year..................... $487 $ 551 $606 $292 $284 $259 ==== ===== ==== ==== ==== ==== SELECT AGGRESSIVE GROWTH YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ (59) $ (279) $ -- Net realized gain (loss)...... (543) 8,440 -- Net unrealized gain (loss).... (20,604) (30,734) 150 -------- -------- ---- Net increase (decrease) in net assets from operations...... (21,206) (22,573) 150 -------- -------- ---- FROM POLICY TRANSACTIONS: -- -- -- Net premiums.................. 51,975 -- -- Terminations.................. -- -- -- Insurance and other charges... (677) (2,452) -- Transfers between sub-accounts (including fixed account), net......................... -- 52,010 -- Other transfers from (to) the General Account............. -- 10,340 -- Net increase (decrease) in investment by Sponsor....... -- -- -- -------- -------- ---- Net increase (decrease) in net assets from policy transactions................ 51,298 59,898 -- -------- -------- ---- Net increase (decrease) in net assets...................... 30,092 37,325 150 NET ASSETS: Beginning of year............... 37,863 538 388 -------- -------- ---- End of year..................... $ 67,955 $ 37,863 $538 ======== ======== ====
The accompanying notes are an integral part of these financial statements. SA-12 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
SELECT SELECT GROWTH GROWTH AND INCOME YEAR ENDED YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ -- $ -- $ -- $ 1 $ 3 $ 5 Net realized gain (loss)...... -- 77 18 -- 81 34 Net unrealized gain (loss).... (113) (197) 137 (53) (137) 37 ----- ----- ---- ---- ----- ---- Net increase (decrease) in net assets from operations...... (113) (120) 155 (52) (53) 76 ----- ----- ---- ---- ----- ---- FROM POLICY TRANSACTIONS: -- -- -- -- -- -- Net premiums.................. -- -- -- -- -- -- Terminations.................. -- -- -- -- -- -- Insurance and other charges... -- -- -- -- -- -- Transfers between sub-accounts (including fixed account), net......................... -- -- -- -- -- -- Other transfers from (to) the General Account............. -- -- -- -- -- -- Net increase (decrease) in investment by Sponsor....... -- -- -- -- -- -- ----- ----- ---- ---- ----- ---- Net increase (decrease) in net assets from policy transactions................ -- -- -- -- -- -- ----- ----- ---- ---- ----- ---- Net increase (decrease) in net assets...................... (113) (120) 155 (52) (53) 76 NET ASSETS: Beginning of year............... 558 678 523 441 494 418 ----- ----- ---- ---- ----- ---- End of year..................... $ 445 $ 558 $678 $389 $ 441 $494 ===== ===== ==== ==== ===== ==== SELECT VALUE OPPORTUNITY YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ (107) $ (112) $ -- Net realized gain (loss)...... 266 965 21 Net unrealized gain (loss).... (1,441) 15,402 (38) -------- ------- ---- Net increase (decrease) in net assets from operations...... (1,282) 16,255 (17) -------- ------- ---- FROM POLICY TRANSACTIONS: -- -- -- Net premiums.................. 51,975 -- -- Terminations.................. -- -- -- Insurance and other charges... (1,196) (3,064) -- Transfers between sub-accounts (including fixed account), net......................... -- 52,010 -- Other transfers from (to) the General Account............. -- 2,966 -- Net increase (decrease) in investment by Sponsor....... -- -- -- -------- ------- ---- Net increase (decrease) in net assets from policy transactions................ 50,779 51,912 -- -------- ------- ---- Net increase (decrease) in net assets...................... 49,497 68,167 (17) NET ASSETS: Beginning of year............... 68,522 355 372 -------- ------- ---- End of year..................... $118,019 $68,522 $355 ======== ======= ====
The accompanying notes are an integral part of these financial statements. SA-13 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
SELECT SELECT INTERNATIONAL EQUITY CAPITAL APPRECIATION YEAR ENDED YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ -- $ 2 $ -- $ (213) $ (758) $ -- Net realized gain (loss)...... -- 14 -- (155) 4,296 1 Net unrealized gain (loss).... (59) (56) 107 (38,898) (5,593) 99 ------- ------- ---- -------- -------- ---- Net increase (decrease) in net assets from operations...... (59) (40) 107 (39,266) (2,055) 100 ------- ------- ---- -------- -------- ---- FROM POLICY TRANSACTIONS: -- -- -- -- -- -- Net premiums.................. -- -- -- 129,938 -- -- Terminations.................. -- -- -- -- -- -- Insurance and other charges... -- -- -- (2,368) (6,979) -- Transfers between sub-accounts (including fixed account), net......................... -- -- -- -- 130,026 -- Other transfers from (to) the General Account............. -- -- -- -- 14,053 -- Net increase (decrease) in investment by Sponsor....... -- -- -- -- (539) -- ------- ------- ---- -------- -------- ---- Net increase (decrease) in net assets from policy transactions................ -- -- -- 127,570 136,561 -- ------- ------- ---- -------- -------- ---- Net increase (decrease) in net assets...................... (59) (40) 107 88,304 134,506 100 NET ASSETS: Beginning of year............... 403 443 336 135,000 494 394 ------- ------- ---- -------- -------- ---- End of year..................... $ 344 $ 403 $443 $223,304 $135,000 $494 ======= ======= ==== ======== ======== ==== SELECT EMERGING MARKETS QUARTER PERIOD ENDED FROM 3/10/00* 3/31/01 TO 12/31/00 (UNAUDITED) (UNAUDITED) ----------- ------------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ (49) $ (173) Net realized gain (loss)...... (331) 175 Net unrealized gain (loss).... (11,542) (20,816) ------- ------- Net increase (decrease) in net assets from operations...... (11,922) (20,814) ------- ------- FROM POLICY TRANSACTIONS: -- -- Net premiums.................. 51,975 -- Terminations.................. -- -- Insurance and other charges... (605) (2,021) Transfers between sub-accounts (including fixed account), net......................... -- 52,010 Other transfers from (to) the General Account............. -- 10 Net increase (decrease) in investment by Sponsor....... -- -- ------- ------- Net increase (decrease) in net assets from policy transactions................ 51,370 49,999 ------- ------- Net increase (decrease) in net assets...................... 39,448 29,185 NET ASSETS: Beginning of year............... 29,185 -- ------- ------- End of year..................... $68,633 $29,185 ======= =======
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-14 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FIDELITY VIP SELECT HIGH INCOME STRATEGIC GROWTH YEAR ENDED QUARTER PERIOD QUARTER DECEMBER 31, ENDED FROM 3/10/00* ENDED ------------------------ 3/31/01 TO 12/31/00 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ------------- ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ (51) $ (266) $ 29 $ 20 $ 26 Net realized gain (loss)...... (366) 1,151 -- -- 1 Net unrealized gain (loss).... (26,714) (18,378) (29) (89) (4) -------- -------- ---- ---- ---- Net increase (decrease) in net assets from operations...... (27,131) (17,493) -- (69) 23 -------- -------- ---- ---- ---- FROM POLICY TRANSACTIONS: -- -- -- -- -- Net premiums.................. 51,975 -- -- -- -- Terminations.................. -- -- -- -- -- Insurance and other charges... (582) (2,373) -- -- -- Transfers between sub-accounts (including fixed account), net......................... -- 52,010 -- -- -- Other transfers from (to) the General Account............. -- 3 -- -- -- Net increase (decrease) in investment by Sponsor....... -- -- -- -- -- -------- -------- ---- ---- ---- Net increase (decrease) in net assets from policy transactions................ 51,393 49,640 -- -- -- -------- -------- ---- ---- ---- Net increase (decrease) in net assets...................... 24,262 32,147 -- (69) 23 NET ASSETS: Beginning of year............... 32,147 -- 238 307 284 -------- -------- ---- ---- ---- End of year..................... $ 56,409 $ 32,147 $238 $238 $307 ======== ======== ==== ==== ==== FIDELITY VIP EQUITY-INCOME YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ 7 $ 7 $ 6 Net realized gain (loss)...... 21 26 13 Net unrealized gain (loss).... (55) 2 6 ---- ---- ---- Net increase (decrease) in net assets from operations...... (27) 35 25 ---- ---- ---- FROM POLICY TRANSACTIONS: -- -- -- Net premiums.................. -- -- -- Terminations.................. -- -- -- Insurance and other charges... -- -- -- Transfers between sub-accounts (including fixed account), net......................... -- -- -- Other transfers from (to) the General Account............. -- -- -- Net increase (decrease) in investment by Sponsor....... -- -- -- ---- ---- ---- Net increase (decrease) in net assets from policy transactions................ -- -- -- ---- ---- ---- Net increase (decrease) in net assets...................... (27) 35 25 NET ASSETS: Beginning of year............... 453 418 393 ---- ---- ---- End of year..................... $426 $453 $418 ==== ==== ====
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-15 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FIDELITY VIP FIDELITY VIP GROWTH OVERSEAS YEAR ENDED YEAR ENDED QUARTER DECEMBER 31, QUARTER DECEMBER 31, ENDED ------------------------ ENDED ------------------------ 3/31/01 2000 1999 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ (102) $ (715) $ 1 $ 16 $ 6 $ 5 Net realized gain (loss)...... 6,541 (303) 55 26 37 8 Net unrealized gain (loss).... (47,015) (22,932) 129 (81) (127) 118 -------- -------- ---- ---- ----- ---- Net increase (decrease) in net assets from operations...... (40,576) (23,950) 185 (39) (84) 131 -------- -------- ---- ---- ----- ---- FROM POLICY TRANSACTIONS: -- -- -- -- -- -- Net premiums.................. 129,937 -- -- -- -- -- Terminations.................. -- -- -- -- -- -- Insurance and other charges... (1,974) (6,502) -- -- -- -- Transfers between sub-accounts (including fixed account), net......................... -- 130,026 -- -- -- -- Other transfers from (to) the General Account............. -- 10,624 -- -- -- -- Net increase (decrease) in investment by Sponsor....... -- (715) -- -- -- -- -------- -------- ---- ---- ----- ---- Net increase (decrease) in net assets from policy transactions................ 127,963 133,433 -- -- -- -- -------- -------- ---- ---- ----- ---- Net increase (decrease) in net assets...................... 87,387 109,483 185 (39) (84) 131 NET ASSETS: Beginning of year............... 110,160 677 492 353 437 306 -------- -------- ---- ---- ----- ---- End of year..................... $197,547 $110,160 $677 $314 $ 353 $437 ======== ======== ==== ==== ===== ==== FIDELITY VIP II ASSET MANAGER YEAR ENDED QUARTER DECEMBER 31, ENDED ------------------------ 3/31/01 2000 1999 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)...................... $ 15 $ 13 $ 12 Net realized gain (loss)...... 6 30 15 Net unrealized gain (loss).... (46) (59) 13 ---- ---- ---- Net increase (decrease) in net assets from operations...... (25) (16) 40 ---- ---- ---- FROM POLICY TRANSACTIONS: -- -- -- Net premiums.................. -- -- -- Terminations.................. -- -- -- Insurance and other charges... -- -- -- Transfers between sub-accounts (including fixed account), net......................... -- -- -- Other transfers from (to) the General Account............. -- -- -- Net increase (decrease) in investment by Sponsor....... -- -- -- ---- ---- ---- Net increase (decrease) in net assets from policy transactions................ -- -- -- ---- ---- ---- Net increase (decrease) in net assets...................... (25) (16) 40 NET ASSETS: Beginning of year............... 382 398 358 ---- ---- ---- End of year..................... $357 $382 $398 ==== ==== ====
The accompanying notes are an integral part of these financial statements. SA-16 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
DGPF T. ROWE PRICE INTERNATIONAL EQUITY INTERNATIONAL STOCK YEAR ENDED QUARTER QUARTER DECEMBER 31, ENDED PERIOD ENDED ------------------------ 3/31/01 FROM 3/10/00* 3/31/01 2000 1999 (UNAUDITED) TO 12/31/00 (UNAUDITED) (UNAUDITED) (UNAUDITED) ----------- ------------- ----------- ----------- ----------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)....................... $ (63) $ (1) $ 9 $ 8 $ 7 Net realized gain (loss)...... (204) 931 26 6 -- Net unrealized gain (loss).... (13,334) (11,135) (68) (13) 42 -------- -------- ---- ---- ---- Net increase (decrease) in net assets from operations....... (13,601) (10,205) (33) 1 49 -------- -------- ---- ---- ---- FROM POLICY TRANSACTIONS: -- -- -- -- -- Net premiums.................. 51,975 -- -- -- -- Terminations.................. -- -- -- -- -- Insurance and other charges... (733) (2,286) -- -- -- Transfers between sub-accounts (including fixed account), net.......................... -- 52,010 -- -- -- Other transfers from (to) the General Account.............. -- 10 -- -- -- Net increase (decrease) in investment by Sponsor........ -- -- -- -- -- -------- -------- ---- ---- ---- Net increase (decrease) in net assets from policy transactions................. 51,242 49,734 -- -- -- -------- -------- ---- ---- ---- Net increase (decrease) in net assets....................... 37,641 39,529 (33) 1 49 NET ASSETS: Beginning of year............... 39,529 -- 357 356 307 -------- -------- ---- ---- ---- End of year..................... $ 77,170 $ 39,529 $324 $357 $356 ======== ======== ==== ==== ====
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-17 GROUP VEL ACCOUNT NOTES TO FINANCIAL STATEMENTS NOTE 1 -- ORGANIZATION The Group VEL Account (Group VEL) is a separate investment account of First Allmerica Financial Life Insurance Company (the Company), established on November 13, 1996 (initial investment by the Company occurred on May 1, 1995), for the purpose of separating from the general assets of the Company those assets used to fund the variable portion of certain flexible premium variable life insurance policies issued by the Company. The Company is a wholly-owned subsidiary of Allmerica Financial Corporation (AFC). Under applicable insurance law, the assets and liabilities of Group VEL are clearly identified and distinguished from the other assets and liabilities of the Company. Group VEL cannot be charged with liabilities arising out of any other business of the Company. Group VEL is registered as a unit investment trust under the Investment Company Act of 1940, as amended (the 1940 Act). Group VEL currently offers fifty-three Sub-Accounts of which 20 had investment activity through the quarter ended March 31, 2001. Each Sub-Account invests exclusively in a corresponding investment portfolio of the Allmerica Investment Trust (AIT) managed by Allmerica Financial Investment Management Services, Inc. (AFIMS), a wholly-owned subsidiary of the Company; or of the Fidelity Variable Insurance Products Fund (Fidelity VIP) or the Fidelity Variable Insurance Products Fund II (Fidelity VIP II), managed by Fidelity Management & Research Company (FMR); or of the T. Rowe Price International Series, Inc. (T. Rowe Price) managed by Rowe Price-Fleming International, Inc.; or of the Delaware Group Premium Fund (DGPF) managed by Delaware Management Company or Delaware International Advisers Ltd.; or of The Universal Institutional Funds, Inc. (UIF) managed by Morgan Stanley Stanley Asset Management; or of AIM Variable Insurance Funds (AVIF) managed by A I M Advisors, Inc.; or of The Alger American Fund (Alger) managed by Fred Alger Management, Inc.; or of Alliance Variable Products Series Fund (Alliance), managed by Alliance Capital Management, L.P.; or of Deutsche Asset Management VIT Funds (DeAM) managed by Bankers Trust Company; or of the Goldman Sachs Variable Insurance Trust (GSAM) managed by Goldman Sachs Asset Management; or of Franklin Templeton Variable Insurance Products Trust (FT VIP) managed by Templeton Investment Counsel, Inc.; or of J.P. Morgan Series Trust II (MSDW) managed by J.P. Morgan Investment Management Inc.; or of PIMCO Variable Insurance Trust (PIMCO) managed by Pacific Investment Management Co.; or of Credit Suisse Warburg Pincus Trust (CSAM) managed by Credit Suisse Asset Management, LLC.; or of Janus Aspen Series managed by Janus Capital (Janus). AIT, Fidelity VIP, Fidelity VIP II, T. Rowe Price, DGPF, UIF, AVIF, Alger, Alliance, DeAM, GSAM, FT VIP, MSDW, PIMCO, CSAM and Janus (the Funds) are open-end, management investment companies registered under the 1940 Act. NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by Group VEL Account in the preparation of its financial statements. INVESTMENTS -- Security transactions are recorded on the trade date. Investments held by the Sub-Accounts are stated at the net asset value per share of the respective investment portfolio of the Funds. Realized gains and losses on securities sold are determined using the average cost method. Dividends and capital gain distributions are recorded on the ex-dividend date and are reinvested in additional shares of the respective investment portfolio of the Funds at net asset value. SA-18 GROUP VEL ACCOUNT NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FEDERAL INCOME TAXES -- The Company is taxed as a "life insurance company" under Subchapter L of the Internal Revenue Code (the Code) and files a consolidated federal income tax return. The Company anticipates no tax liability resulting from the operations of Group VEL. Therefore, no provision for income taxes has been charged against Group VEL. SA-19 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of First Allmerica Financial Life Insurance Company and the Policyowners of the Group VEL Account of First Allmerica Financial Life Insurance Company In our opinion, the accompanying statements of assets and liabilities, and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of each of the Sub-Accounts constituting the Group VEL Account of First Allmerica Financial Life Insurance Company at December 31, 2000, the results of each of their operations and the changes in each of their net assets for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of First Allmerica Financial Life Insurance Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2000 by correspondence with the Funds, provide a reasonable basis for our opinion. /s/ PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts March 16, 2001 GROUP VEL ACCOUNT STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 2000
SELECT SELECT CORE INVESTMENT MONEY EQUITY GOVERNMENT AGGRESSIVE SELECT EQUITY(A) GRADE INCOME(A) MARKET INDEX BOND GROWTH GROWTH --------- --------------- --------- --------- ----------- ---------- --------- ASSETS: Investments in shares of Allmerica Investment Trust.... $ 502 $ 296 $ 270 $ 551 $ 284 $ 37,863 $ 558 Investments in shares of Fidelity Variable Insurance Products Funds (VIP).......... -- -- -- -- -- -- -- Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)................ -- -- -- -- -- -- -- Investment in shares of T. Rowe Price International Series, Inc................... -- -- -- -- -- -- -- Investment in shares of Delaware Group Premium Fund............ -- -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- Total assets.................. 502 296 270 551 284 37,863 558 LIABILITIES: -- -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- Net assets.................... $ 502 $ 296 $ 270 $ 551 $ 284 $ 37,863 $ 558 ========= ========= ========= ========= ========= ========= ========= Net asset distribution by category: Variable life policies........ $ -- $ -- $ -- $ -- $ -- $ 37,457 $ -- Value of investment by First Allmerica Financial Life Insurance Company (Sponsor)................... 502 296 270 551 284 406 558 --------- --------- --------- --------- --------- --------- --------- $ 502 $ 296 $ 270 $ 551 $ 284 $ 37,863 $ 558 ========= ========= ========= ========= ========= ========= ========= Units outstanding, December 31, 2000.......................... 200 200 200 200 200 18,665 200 Net asset value per unit, December 31, 2000............. $2.511386 $1.482001 $1.354754 $2.756559 $1.422258 $2.028507 $2.787846 SELECT SELECT SELECT SELECT GROWTH VALUE INTERNATIONAL CAPITAL AND INCOME OPPORTUNITY EQUITY APPRECIATION ------------- ----------- ------------- ------------ ASSETS: Investments in shares of Allmerica Investment Trust.... $ 441 $ 68,522 $ 403 $ 135,000 Investments in shares of Fidelity Variable Insurance Products Funds (VIP).......... -- -- -- -- Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)................ -- -- -- -- Investment in shares of T. Rowe Price International Series, Inc................... -- -- -- -- Investment in shares of Delaware Group Premium Fund............ -- -- -- -- --------- --------- --------- --------- Total assets.................. 441 68,522 403 135,000 LIABILITIES: -- -- -- -- --------- --------- --------- --------- Net assets.................... $ 441 $ 68,522 $ 403 $ 135,000 ========= ========= ========= ========= Net asset distribution by category: Variable life policies........ $ -- $ 68,059 $ -- $ 135,000 Value of investment by First Allmerica Financial Life Insurance Company (Sponsor)................... 441 463 403 -- --------- --------- --------- --------- $ 441 $ 68,522 $ 403 $ 135,000 ========= ========= ========= ========= Units outstanding, December 31, 2000.......................... 200 29,629 200 51,123 Net asset value per unit, December 31, 2000............. $2.205261 $2.312655 $2.014667 $2.640688
(a) Name changed. See Note 1. The accompanying notes are an integral part of these financial statements. SA-1 GROUP VEL ACCOUNT STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) DECEMBER 31, 2000
SELECT SELECT EMERGING STRATEGIC FIDELITY VIP FIDELITY VIP FIDELITY VIP FIDELITY VIP MARKETS GROWTH HIGH INCOME EQUITY-INCOME GROWTH OVERSEAS --------- --------- ------------ ------------- ------------ ------------ ASSETS: Investments in shares of Allmerica Investment Trust................. $ 29,185 $ 32,147 $ -- $ -- $ -- $ -- Investments in shares of Fidelity Variable Insurance Products Funds (VIP)............................ -- -- -- 238 453 110,160 Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)......................... -- -- -- -- -- -- Investment in shares of T. Rowe Price International Series, Inc...................... -- -- -- -- -- -- Investment in shares of Delaware Group Premium Fund............... -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- Total assets..................... 29,185 32,147 238 453 110,160 353 LIABILITIES: -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- Net assets....................... $ 29,185 $ 32,147 $ 238 $ 453 $ 110,160 $ 353 ========= ========= ========= ========= ========= ========= Net asset distribution by category: Variable life policies........... $ 29,185 $ 32,147 $ -- $ -- $ 110,160 $ -- Value of investment by First Allmerica Financial Life Insurance Company (Sponsor).... -- -- 238 453 -- 353 --------- --------- --------- --------- --------- --------- $ 29,185 $ 32,147 $ 238 $ 453 $ 110,160 $ 353 ========= ========= ========= ========= ========= ========= Units outstanding, December 31, 2000............................. 49,189 49,190 200 200 36,571 200 Net asset value per unit, December 31, 2000................ $0.593320 $0.653531 $1.190940 $2.264668 $3.012229 $1.766168 T. ROWE PRICE DGPF FIDELITY VIP II INTERNATIONAL INTERNATIONAL ASSET MANAGER STOCK EQUITY ---------------- ------------- ------------- ASSETS: Investments in shares of Allmerica Investment Trust................. $ -- $ -- $ -- Investments in shares of Fidelity Variable Insurance Products Funds (VIP)............................ 353 -- -- Investment in shares of Fidelity Variable Insurance Products Funds (VIP II)......................... 382 -- -- Investment in shares of T. Rowe Price International Series, Inc...................... -- 39,529 -- Investment in shares of Delaware Group Premium Fund............... -- -- 357 --------- --------- --------- Total assets..................... 382 39,529 357 LIABILITIES: -- -- -- --------- --------- --------- Net assets....................... $ 382 $ 39,529 $ 357 ========= ========= ========= Net asset distribution by category: Variable life policies........... $ -- $ 39,529 $ -- Value of investment by First Allmerica Financial Life Insurance Company (Sponsor).... 382 -- 357 --------- --------- --------- $ 382 $ 39,529 $ 357 ========= ========= ========= Units outstanding, December 31, 2000............................. 200 49,198 200 Net asset value per unit, December 31, 2000................ $1.909505 $0.803474 $1.787323
The accompanying notes are an integral part of these financial statements. SA-2 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS
SELECT INVESTMENT CORE EQUITY(A) GRADE INCOME(A) MONEY MARKET EQUITY INDEX FOR THE FOR THE FOR THE FOR THE YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, ------------------- ------------------- ------------------ ------------------- 2000 1999 1998 2000 1999 1998 2000 1999 1998 2000 1999 1998 ----- ----- ----- ----- ----- ----- ------ ---- ---- ----- ----- ----- INVESTMENT INCOME: Dividends................................. $ 3 $ 3 $ 4 $18 $ 17 $15 $4,746 $12 $12 $ 5 $ 5 $ 5 EXPENSES: Mortality and expense risk fees........... -- -- -- -- -- -- 282 -- -- -- -- -- ----- ---- ---- --- ---- --- ------ --- --- ----- ---- ---- Net investment income (loss)............ 3 3 4 18 17 15 4,464 12 12 5 5 5 ----- ---- ---- --- ---- --- ------ --- --- ----- ---- ---- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ 55 45 4 -- -- -- -- -- -- 60 1 12 Net realized gain (loss) from sales of investments............................. -- -- -- -- -- -- -- -- -- -- -- -- ----- ---- ---- --- ---- --- ------ --- --- ----- ---- ---- Net realized gain (loss)................ 55 45 4 -- -- -- -- -- -- 60 1 12 Net unrealized gain (loss)................ (111) 78 61 9 (19) 5 -- -- -- (120) 97 94 ----- ---- ---- --- ---- --- ------ --- --- ----- ---- ---- Net realized and unrealized gain (loss)................................. (56) 123 65 9 (19) 5 -- -- -- (60) 98 106 ----- ---- ---- --- ---- --- ------ --- --- ----- ---- ---- Net increase (decrease) in net assets from operations........................ $ (53) $126 $ 69 $27 $ (2) $20 $4,464 $12 $12 $ (55) $103 $111 ===== ==== ==== === ==== === ====== === === ===== ==== ====
(a) Name changed. See Note 1. The accompanying notes are an integral part of these financial statements. SA-3 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
SELECT SELECT GOVERNMENT BOND AGGRESSIVE GROWTH SELECT GROWTH GROWTH AND INCOME FOR THE FOR THE FOR THE FOR THE YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, ----------------- --------------------- ------------------- ------------------ 2000 1999 1998 2000 1999 1998 2000 1999 1998 2000 1999 1998 ---- ----- ---- -------- ----- ---- ----- ----- ----- ------ ---- ---- INVESTMENT INCOME: Dividends................................. $15 $ 15 $14 $ -- $ -- $-- $ -- $ -- $ -- $ 3 $ 5 $ 5 EXPENSES: Mortality and expense risk fees........... -- -- -- 279 -- -- -- -- -- -- -- -- --- ---- --- -------- ---- --- ----- ---- ---- ----- --- --- Net investment income (loss)............ 15 15 14 (279) -- -- -- -- -- 3 5 5 --- ---- --- -------- ---- --- ----- ---- ---- ----- --- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- -- -- 9,381 -- -- 77 18 4 81 34 1 Net realized gain (loss) from sales of investments............................. -- -- -- (941) -- -- -- -- -- -- -- -- --- ---- --- -------- ---- --- ----- ---- ---- ----- --- --- Net realized gain (loss)................ -- -- -- 8,440 -- -- 77 18 4 81 34 1 Net unrealized gain (loss)................ 10 (14) 4 (30,734) 150 37 (197) 137 133 (137) 37 53 --- ---- --- -------- ---- --- ----- ---- ---- ----- --- --- Net realized and unrealized gain (loss)................................. 10 (14) 4 (22,294) 150 37 (120) 155 137 (56) 71 54 --- ---- --- -------- ---- --- ----- ---- ---- ----- --- --- Net increase (decrease) in net assets from operations........................ $25 $ 1 $18 $(22,573) $150 $37 $(120) $155 $137 $ (53) $76 $59 === ==== === ======== ==== === ===== ==== ==== ===== === ===
The accompanying notes are an integral part of these financial statements. SA-4 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
SELECT SELECT SELECT VALUE OPPORTUNITY INTERNATIONAL EQUITY CAPITAL APPRECIATION FOR THE FOR THE FOR THE SELECT SELECT YEAR ENDED YEAR ENDED YEAR ENDED EMERGING MARKETS STRATEGIC GROWTH DECEMBER 31, DECEMBER 31, DECEMBER 31, FOR THE PERIOD FOR THE PERIOD ------------------- --------------------- --------------------- 3/10/00* 3/10/00* 2000 1999 1998 2000 1999 1998 2000 1999 1998 TO 12/31/00 TO 12/31/00 ------- ---- ---- ----- ------ ------ ------- ----- ----- ---------------- ---------------- INVESTMENT INCOME: Dividends............... $ 212 $ -- $ 3 $ 2 $ -- $ 4 $ -- $ -- $ -- $ 58 $ 2 EXPENSES: Mortality and expense risk fees............. 324 -- -- -- -- -- 758 -- -- 231 268 ------- ---- --- ---- ---- ---- ------- ---- ---- -------- -------- Net investment income (loss).............. (112) -- 3 2 -- 4 (758) -- -- (173) (266) ------- ---- --- ---- ---- ---- ------- ---- ---- -------- -------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors.... 553 21 1 14 -- -- 4,478 1 60 756 1,348 Net realized gain (loss) from sales of investments........... 412 -- -- -- -- -- (182) -- -- (581) (197) ------- ---- --- ---- ---- ---- ------- ---- ---- -------- -------- Net realized gain (loss).............. 965 21 1 14 -- -- 4,296 1 60 175 1,151 Net unrealized gain (loss)................ 15,402 (38) 13 (56) 107 43 (5,593) 99 (12) (20,816) (18,378) ------- ---- --- ---- ---- ---- ------- ---- ---- -------- -------- Net realized and unrealized gain (loss).............. 16,367 (17) 14 (42) 107 43 (1,297) 100 48 (20,641) (17,227) ------- ---- --- ---- ---- ---- ------- ---- ---- -------- -------- Net increase (decrease) in net assets from operations.......... $16,255 $(17) $17 $(40) $107 $ 47 $(2,055) $100 $ 48 $(20,814) $(17,493) ======= ==== === ==== ==== ==== ======= ==== ==== ======== ========
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-5 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
FIDELITY VIP FIDELITY VIP FIDELITY VIP HIGH INCOME EQUITY-INCOME FIDELITY VIP GROWTH OVERSEAS FOR THE FOR THE FOR THE FOR THE YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, ---------------- ---------------- ---------------------- ------------------ 2000 1999 1998 2000 1999 1998 2000 1999 1998 2000 1999 1998 ---- ---- ---- ---- ---- ---- -------- ----- ----- ----- ----- ---- INVESTMENT INCOME: Dividends................................. $ 20 $26 $ 21 $ 7 $ 6 $ 5 $ 1 $ 1 $ 2 $ 6 $ 5 $ 5 EXPENSES: Mortality and expense risk fees........... -- -- -- -- -- -- 716 -- -- -- -- -- ---- --- ---- --- --- --- -------- ---- ---- ----- ---- --- Net investment income (loss)............ 20 26 21 7 6 5 (715) 1 2 6 5 5 ---- --- ---- --- --- --- -------- ---- ---- ----- ---- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ -- 1 13 26 13 18 74 55 47 37 8 16 Net realized gain (loss) from sales of investments............................. -- -- -- -- -- -- (377) -- -- -- -- -- ---- --- ---- --- --- --- -------- ---- ---- ----- ---- --- Net realized gain (loss)................ -- 1 13 26 13 18 (303) 55 47 37 8 16 Net unrealized gain (loss)................ (89) (4) (47) 2 6 18 (22,932) 129 90 (127) 118 13 ---- --- ---- --- --- --- -------- ---- ---- ----- ---- --- Net realized and unrealized gain (loss)................................. (89) (3) (34) 28 19 36 (23,235) 184 137 (90) 126 29 ---- --- ---- --- --- --- -------- ---- ---- ----- ---- --- Net increase (decrease) in net assets from operations........................ $(69) $23 $(13) $35 $25 $41 $(23,950) $185 $139 $ (84) $131 $34 ==== === ==== === === === ======== ==== ==== ===== ==== ===
The accompanying notes are an integral part of these financial statements. SA-6 GROUP VEL ACCOUNT STATEMENTS OF OPERATIONS (CONTINUED)
DGPF FIDELITY VIP II INTERNATIONAL ASSET MANAGER EQUITY FOR THE T. ROWE PRICE FOR THE YEAR ENDED INTERNATIONAL STOCK YEAR ENDED DECEMBER 31, FOR THE PERIOD DECEMBER 31, ----------------- 3/10/00* ---------------- 2000 1999 1998 TO 12/31/00 2000 1999 1998 ----- ---- ---- ------------------- ---- ---- ---- INVESTMENT INCOME: Dividends................................. $ 13 $12 $10 $ 253 $ 8 $ 7 $11 EXPENSES: Mortality and expense risk fees........... -- -- -- 254 -- -- -- ---- --- --- -------- ---- --- --- Net investment income (loss)............ 13 12 10 (1) 8 7 11 ---- --- --- -------- ---- --- --- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain distributions from portfolio sponsors................................ 30 15 30 1,213 6 -- -- Net realized gain (loss) from sales of investments............................. -- -- -- (282) -- -- -- ---- --- --- -------- ---- --- --- Net realized gain (loss)................ 30 15 30 931 6 -- -- Net unrealized gain (loss)................ (59) 13 7 (11,135) (13) 42 18 ---- --- --- -------- ---- --- --- Net realized and unrealized gain (loss)................................. (29) 28 37 (10,204) (7) 42 18 ---- --- --- -------- ---- --- --- Net increase (decrease) in net assets from operations........................ $(16) $40 $47 $(10,205) $ 1 $49 $29 ==== === === ======== ==== === ===
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-7 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS
SELECT INVESTMENT CORE EQUITY(A) GRADE INCOME(A) MONEY MARKET EQUITY INDEX YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, ------------------- ------------------- ----------------------- ------------------- 2000 1999 1998 2000 1999 1998 2000 1999 1998 2000 1999 1998 ----- ----- ----- ----- ----- ----- --------- ----- ----- ----- ----- ----- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)......... $ 3 $ 3 $ 4 $ 18 $ 17 $ 15 $ 4,464 $ 12 $ 12 $ 5 $ 5 $ 5 Net realized gain (loss)............. 55 45 4 -- -- -- -- -- -- 60 1 12 Net unrealized gain (loss)........... (111) 78 61 9 (19) 5 -- -- -- (120) 97 94 ----- ---- ---- ---- ---- ---- --------- ---- ---- ----- ---- ---- Net increase (decrease) in net assets from operations..................... (53) 126 69 27 (2) 20 4,464 12 12 (55) 103 111 ----- ---- ---- ---- ---- ---- --------- ---- ---- ----- ---- ---- FROM POLICY TRANSACTIONS: Net premiums......................... -- -- -- -- -- -- 520,962 -- -- -- -- -- Terminations......................... -- -- -- -- -- -- -- -- -- -- -- -- Insurance and other charges.......... -- -- -- -- -- -- (2,284) -- -- -- -- -- Transfers between sub-accounts (including fixed account), net...... -- -- -- -- -- -- (520,103) -- -- -- -- -- Other transfers from (to) the General Account............................. -- -- -- -- -- -- (3,023) -- -- -- -- -- Net increase (decrease) in investment by Sponsor.......................... -- -- -- -- -- -- -- -- -- -- -- -- ----- ---- ---- ---- ---- ---- --------- ---- ---- ----- ---- ---- Net increase (decrease) in net assets from policy transactions............ -- -- -- -- -- -- (4,448) -- -- -- -- -- ----- ---- ---- ---- ---- ---- --------- ---- ---- ----- ---- ---- Net increase (decrease) in net assets.............................. (53) 126 69 27 (2) 20 16 12 12 (55) 103 111 NET ASSETS: Beginning of year.................... 555 429 360 269 271 251 254 242 230 606 503 392 ----- ---- ---- ---- ---- ---- --------- ---- ---- ----- ---- ---- End of year.......................... $ 502 $555 $429 $296 $269 $271 $ 270 $254 $242 $ 551 $606 $503 ===== ==== ==== ==== ==== ==== ========= ==== ==== ===== ==== ====
(a) Name changed. See Note 1. The accompanying notes are an integral part of these financial statements. SA-8 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
SELECT SELECT GOVERNMENT BOND AGGRESSIVE GROWTH SELECT GROWTH GROWTH AND INCOME YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, ------------------- ---------------------- ------------------- ------------------- 2000 1999 1998 2000 1999 1998 2000 1999 1998 2000 1999 1998 ----- ----- ----- -------- ----- ----- ----- ----- ----- ----- ----- ----- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss).......... $ 15 $ 15 $ 14 $ (279) $ -- $ -- $ -- $ -- $ -- $ 3 $ 5 $ 5 Net realized gain (loss).............. -- -- -- 8,440 -- -- 77 18 4 81 34 1 Net unrealized gain (loss)............ 10 (14) 4 (30,734) 150 37 (197) 137 133 (137) 37 53 ---- ---- ---- -------- ---- ---- ----- ---- ---- ----- ---- ---- Net increase (decrease) in net assets from operations...................... 25 1 18 (22,573) 150 37 (120) 155 137 (53) 76 59 ---- ---- ---- -------- ---- ---- ----- ---- ---- ----- ---- ---- FROM POLICY TRANSACTIONS: Net premiums.......................... -- -- -- -- -- -- -- -- -- -- -- -- Terminations.......................... -- -- -- -- -- -- -- -- -- -- -- -- Insurance and other charges........... -- -- -- (2,452) -- -- -- -- -- -- -- -- Transfers between sub-accounts (including fixed account), net....... -- -- -- 52,010 -- -- -- -- -- -- -- -- Other transfers from (to) the General Account.............................. -- -- -- 10,340 -- -- -- -- -- -- -- -- Net increase (decrease) in investment by Sponsor........................... -- -- -- -- -- -- -- -- -- -- -- -- ---- ---- ---- -------- ---- ---- ----- ---- ---- ----- ---- ---- Net increase (decrease) in net assets from policy transactions............. -- -- -- 59,898 -- -- -- -- -- -- -- -- ---- ---- ---- -------- ---- ---- ----- ---- ---- ----- ---- ---- Net increase (decrease) in net assets............................... 25 1 18 37,325 150 37 (120) 155 137 (53) 76 59 NET ASSETS: Beginning of year..................... 259 258 240 538 388 351 678 523 386 494 418 359 ---- ---- ---- -------- ---- ---- ----- ---- ---- ----- ---- ---- End of year........................... $284 $259 $258 $ 37,863 $538 $388 $ 558 $678 $523 $ 441 $494 $418 ==== ==== ==== ======== ==== ==== ===== ==== ==== ===== ==== ====
The accompanying notes are an integral part of these financial statements. SA-9 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
SELECT SELECT INTERNATIONAL SELECT VALUE OPPORTUNITY EQUITY CAPITAL APPRECIATION SELECT YEAR ENDED YEAR ENDED YEAR ENDED EMERGING MARKETS DECEMBER 31, DECEMBER 31, DECEMBER 31, PERIOD --------------------- ------------------- ---------------------- FROM 3/10/00* 2000 1999 1998 2000 1999 1998 2000 1999 1998 TO 12/31/00 ------- ----- ----- ----- ----- ----- -------- ----- ----- ---------------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)............ $ (112) $ -- $ 3 $ 2 $ -- $ 4 $ (758) $ -- $ -- $ (173) Net realized gain (loss)................ 965 21 1 14 -- -- 4,296 1 60 175 Net unrealized gain (loss).............. 15,402 (38) 13 (56) 107 43 (5,593) 99 (12) (20,816) ------- ---- ---- ---- ---- ---- -------- ---- ---- -------- Net increase (decrease) in net assets from operations....................... 16,255 (17) 17 (40) 107 47 (2,055) 100 48 (20,814) ------- ---- ---- ---- ---- ---- -------- ---- ---- -------- FROM POLICY TRANSACTIONS: Net premiums............................ -- -- -- -- -- -- -- -- -- -- Terminations............................ -- -- -- -- -- -- -- -- -- -- Insurance and other charges............. (3,064) -- -- -- -- -- (6,979) -- -- (2,021) Transfers between sub-accounts (including fixed account), net........ 52,010 -- -- -- -- -- 130,026 -- -- 52,010 Other transfers from (to) the General Account............................... 2,966 -- -- -- -- -- 14,053 -- -- 10 Net increase (decrease) in investment by Sponsor............................... -- -- -- -- -- -- (539) -- -- -- ------- ---- ---- ---- ---- ---- -------- ---- ---- -------- Net increase (decrease) in net assets from policy transactions.............. 51,912 -- -- -- -- -- 136,561 -- -- 49,999 ------- ---- ---- ---- ---- ---- -------- ---- ---- -------- Net increase (decrease) in net assets... 68,167 (17) 17 (40) 107 47 134,506 100 48 29,185 NET ASSETS: Beginning of year....................... 355 372 355 443 336 289 494 394 346 -- ------- ---- ---- ---- ---- ---- -------- ---- ---- -------- End of year............................. $68,522 $355 $372 $403 $443 $336 $135,000 $494 $394 $ 29,185 ======= ==== ==== ==== ==== ==== ======== ==== ==== ======== SELECT STRATEGIC GROWTH PERIOD FROM 3/10/00* TO 12/31/00 ---------------- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)............ $ (266) Net realized gain (loss)................ 1,151 Net unrealized gain (loss).............. (18,378) -------- Net increase (decrease) in net assets from operations....................... (17,493) -------- FROM POLICY TRANSACTIONS: Net premiums............................ -- Terminations............................ -- Insurance and other charges............. (2,373) Transfers between sub-accounts (including fixed account), net........ 52,010 Other transfers from (to) the General Account............................... 3 Net increase (decrease) in investment by Sponsor............................... -- -------- Net increase (decrease) in net assets from policy transactions.............. 49,640 -------- Net increase (decrease) in net assets... 32,147 NET ASSETS: Beginning of year....................... -- -------- End of year............................. $ 32,147 ========
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-10 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FIDELITY VIP FIDELITY VIP FIDELITY VIP HIGH INCOME EQUITY-INCOME FIDELITY VIP GROWTH OVERSEAS YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, ------------------- ------------------- ----------------------- ------------------- 2000 1999 1998 2000 1999 1998 2000 1999 1998 2000 1999 1998 ----- ----- ----- ----- ----- ----- --------- ----- ----- ----- ----- ----- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)......... $ 20 $ 26 $ 21 $ 7 $ 6 $ 5 $ (715) $ 1 $ 2 $ 6 $ 5 $ 5 Net realized gain (loss)............. -- 1 13 26 13 18 (303) 55 47 37 8 16 Net unrealized gain (loss)........... (89) (4) (47) 2 6 18 (22,932) 129 90 (127) 118 13 ---- ---- ---- ---- ---- ---- -------- ---- ---- ----- ---- ---- Net increase (decrease) in net assets from operations..................... (69) 23 (13) 35 25 41 (23,950) 185 139 (84) 131 34 ---- ---- ---- ---- ---- ---- -------- ---- ---- ----- ---- ---- FROM POLICY TRANSACTIONS: Net premiums......................... -- -- -- -- -- -- -- -- -- -- -- -- Terminations......................... -- -- -- -- -- -- -- -- -- -- -- -- Insurance and other charges.......... -- -- -- -- -- -- (6,502) -- -- -- -- -- Transfers between sub-accounts (including fixed account), net...... -- -- -- -- -- -- 130,026 -- -- -- -- -- Other transfers from (to) the General Account............................. -- -- -- -- -- -- 10,624 -- -- -- -- -- Net increase (decrease) in investment by Sponsor.......................... -- -- -- -- -- -- (715) -- -- -- -- -- ---- ---- ---- ---- ---- ---- -------- ---- ---- ----- ---- ---- Net increase (decrease) in net assets from policy transactions............ -- -- -- -- -- -- 133,433 -- -- -- -- -- ---- ---- ---- ---- ---- ---- -------- ---- ---- ----- ---- ---- Net increase (decrease) in net assets.............................. (69) 23 (13) 35 25 41 109,483 185 139 (84) 131 34 NET ASSETS: Beginning of year.................... 307 284 297 418 393 352 677 492 353 437 306 272 ---- ---- ---- ---- ---- ---- -------- ---- ---- ----- ---- ---- End of year.......................... $238 $307 $284 $453 $418 $393 $110,160 $677 $492 $ 353 $437 $306 ==== ==== ==== ==== ==== ==== ======== ==== ==== ===== ==== ====
The accompanying notes are an integral part of these financial statements. SA-11 GROUP VEL ACCOUNT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
DGPF FIDELITY VIP II INTERNATIONAL ASSET MANAGER T. ROWE PRICE EQUITY YEAR ENDED INTERNATIONAL STOCK YEAR ENDED DECEMBER 31, PERIOD DECEMBER 31, ------------------- FROM 3/10/00* ------------------- 2000 1999 1998 TO 12/31/00 2000 1999 1998 ----- ----- ----- ------------------- ----- ----- ----- INCREASE (DECREASE) IN NET ASSETS: FROM OPERATIONS: Net investment income (loss)............ $ 13 $ 12 $ 10 $ (1) $ 8 $ 7 $ 11 Net realized gain (loss)................ 30 15 30 931 6 -- -- Net unrealized gain (loss).............. (59) 13 7 (11,135) (13) 42 18 ---- ---- ---- --------- ---- ---- ---- Net increase (decrease) in net assets from operations........................ (16) 40 47 (10,205) 1 49 29 ---- ---- ---- --------- ---- ---- ---- FROM POLICY TRANSACTIONS: Net premiums............................ -- -- -- -- -- -- -- Terminations............................ -- -- -- -- -- -- -- Insurance and other charges............. -- -- -- (2,286) -- -- -- Transfers between sub-accounts (including fixed account), net......... -- -- -- 52,010 -- -- -- Other transfers from (to) the General Account................................ -- -- -- 10 -- -- -- Net increase (decrease) in investment by Sponsor................................ -- -- -- -- -- -- -- ---- ---- ---- --------- ---- ---- ---- Net increase (decrease) in net assets from policy transactions............... -- -- -- 49,734 -- -- -- ---- ---- ---- --------- ---- ---- ---- Net increase (decrease) in net assets... (16) 40 47 39,529 1 49 29 NET ASSETS: Beginning of year....................... 398 358 311 -- 356 307 278 ---- ---- ---- --------- ---- ---- ---- End of year............................. $382 $398 $358 $ 39,529 $357 $356 $307 ==== ==== ==== ========= ==== ==== ====
* Date of initial investment. The accompanying notes are an integral part of these financial statements. SA-12 GROUP VEL ACCOUNT NOTES TO FINANCIAL STATEMENTS NOTE 1 -- ORGANIZATION The Group VEL Account (Group VEL) is a separate investment account of First Allmerica Financial Life Insurance Company (the Company), established on November 13, 1996 (initial investment by the Company occurred on May 1, 1995), for the purpose of separating from the general assets of the Company those assets used to fund the variable portion of certain flexible premium variable life insurance policies issued by the Company. The Company is a wholly-owned subsidiary of Allmerica Financial Corporation (AFC). Under applicable insurance law, the assets and liabilities of Group VEL are clearly identified and distinguished from the other assets and liabilities of the Company. Group VEL cannot be charged with liabilities arising out of any other business of the Company. Group VEL is registered as a unit investment trust under the Investment Company Act of 1940, as amended (the 1940 Act). Group VEL currently offers forty-four Sub-Accounts of which 20 had investment activity during the year. Each Sub-Account invests exclusively in a corresponding investment portfolio of the Allmerica Investment Trust (AIT) managed by Allmerica Financial Investment Management Services, Inc. (AFIMS), an indirect wholly-owned subsidiary of the Company; or of the Fidelity Variable Insurance Products Fund (Fidelity VIP) or the Fidelity Variable Insurance Products Fund II (Fidelity VIP II), all of which are managed by Fidelity Management & Research Company (FMR); or of the T. Rowe Price International Series, Inc. (T. Rowe Price) managed by Rowe Price-Fleming International, Inc.; or of The Delaware Group Premium Fund (DGPF) managed by Delaware Management Company or Delaware International Advisers Ltd.; or of AIM Variable Insurance Funds (AVIF) managed by A I M Advisors, Inc.; or of The Alger American Fund (Alger) managed by Fred Alger Management, Inc.; or of Alliance Variable Products Series Fund (Alliance), managed by Alliance Capital Managment, L.P.; or of Franklin Templeton Variable Insurance Products Trust (FT VIP) managed by Templeton Investment Counsel, Inc. . AIT, Fidelity VIP, Fidelity VIP II, T. Rowe Price, DGPF, AVIF, Alger, Alliance, and FT VIP (the Funds) are open-end, management investment companies registered under the 1940 Act. Effective May 1, 2000, AIT Investment Grade Income Fund was renamed Select Investment Grade Income Fund and AIT Growth Fund was renamed Core Equity Fund. NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by Group VEL Account in the preparation of its financial statements. INVESTMENTS -- Security transactions are recorded on the trade date. Investments held by the Sub-Accounts are stated at the net asset value per share of the respective investment portfolio of the Funds. Realized gains and losses on securities sold are determined using the average cost method. Dividends and capital gain distributions are recorded on the ex-dividend date and are reinvested in additional shares of the respective investment portfolio of the Funds at net asset value. FEDERAL INCOME TAXES -- The Company is taxed as a "life insurance company" under Subchapter L of the Internal Revenue Code (the Code) and files a consolidated federal income tax return. The Company anticipates no tax liability resulting from the operations of Group VEL. Therefore, no provision for income taxes has been charged against Group VEL. SA-13 GROUP VEL ACCOUNT NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 3 -- INVESTMENTS The number of shares owned, aggregate cost, and net asset value per share of each Sub-Account's investment in the Funds at December 31, 2000 were as follows:
PORTFOLIO INFORMATION ------------------------------------ NET ASSET NUMBER OF AGGREGATE VALUE INVESTMENT PORTFOLIO SHARES COST PER SHARE -------------------- ---------- ----------- --------- Core Equity(a)....................................... 187 $ 430 $ 2.688 Select Investment Grade Income(a).................... 273 291 1.086 Money Market......................................... 270 270 1.000 Equity Index......................................... 167 330 3.299 Government Bond...................................... 271 279 1.051 Select Aggressive Growth............................. 17,885 68,308 2.117 Select Growth........................................ 252 363 2.214 Select Growth and Income............................. 309 401 1.428 Select Value Opportunity............................. 34,996 53,062 1.958 Select International Equity.......................... 226 245 1.782 Select Capital Appreciation.......................... 63,619 140,365 2.122 Select Emerging Markets.............................. 36,990 50,001 0.789 Select Strategic Growth.............................. 47,068 50,525 0.683 Fidelity VIP High Income............................. 29 322 8.180 Fidelity VIP Equity-Income........................... 18 318 25.520 Fidelity VIP Growth.................................. 2,524 132,749 43.650 Fidelity VIP Overseas................................ 18 303 19.990 Fidelity VIP II Asset Manager........................ 24 355 16.000 T. Rowe Price International Stock.................... 2,623 50,664 15.070 DGPF International Equity............................ 20 250 17.940
(a) Name changed. See Note 1. NOTE 4 -- RELATED PARTY TRANSACTIONS On the date of issue and each monthly payment date thereafter, a monthly charge is deducted from the policy value to compensate the Company for the cost of insurance, which varies by policy, the cost of any additional benefits provided by Rider, and a monthly administrative charge. The policyowner may instruct the Company to deduct this monthly charge from a specific Sub-Account, but if not so specified, it will be deducted on a pro-rata basis of allocation which is the same proportion that the policy value in the General Account of the Company and in each Sub-Account bear to the total policy value. The Company makes a monthly charge of up to 0.90% per annum based on the average daily net asset value of each certificate (certificate value) in each Sub-Account for mortality and expense risks. This charge may be different between groups and increased or decreased within a group, subject to compliance with applicable state and federal requirements, but the total charge may not exceed 0.90% per annum. During the first 10 policy years, the Company may charge up to 0.25% per annum based on the certificate value in each Sub-Account for separate account administrative expenses. For the years ended December 31, 2000, 1999, and 1998, there were no separate account administrative expenses applicable to Group VEL. SA-14 GROUP VEL ACCOUNT NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 4 -- RELATED PARTY TRANSACTIONS (CONTINUED) Allmerica Investments, Inc. (Allmerica Investments), an indirect wholly-owned subsidiary of the Company, is principal underwriter and general distributor of Group VEL, and does not receive any compensation for sales of Group VEL policies. Commissions are paid to registered representatives of Allmerica Investments and to independent broker-dealers by the Company. The current series of policies have a surrender charge and no deduction is made for sales charges at the time of the sale. NOTE 5 -- DIVERSIFICATION REQUIREMENTS Under the provisions of Section 817(h) of the Code, a variable life insurance policy, other than a policy issued in connection with certain types of employee benefit plans, will not be treated as a variable life insurance policy for federal income tax purposes for any period for which the investments of the segregated asset account on which the policy is based are not adequately diversified. The Code provides that the adequately diversified requirement may be met if the underlying investments satisfy either a statutory safe harbor test or diversification requirements set forth in regulations issued by the Secretary of The Treasury. The Internal Revenue Service has issued regulations under Section 817(h) of the Code. The Company believes that Group VEL satisfies the current requirements of the regulations, and it intends that Group VEL will continue to meet such requirements. NOTE 6 -- PURCHASES AND SALES OF SECURITIES Cost of purchases and proceeds from sales of shares of the Funds by Group VEL during the year ended December 31, 2000 were as follows:
INVESTMENT PORTFOLIO PURCHASES SALES -------------------- ----------- ---------- Core Equity(a).............................................. $ 58 $ -- Select Investment Grade Income(a)........................... 18 -- Money Market................................................ 528,559 528,543 Equity Index................................................ 65 -- Government Bond............................................. 15 -- Select Aggressive Growth.................................... 71,731 2,731 Select Growth............................................... 77 -- Select Growth and Income.................................... 84 -- Select Value Opportunity.................................... 55,748 3,395 Select International Equity................................. 16 -- Select Capital Appreciation................................. 148,560 8,279 Select Emerging Markets..................................... 52,824 2,242 Select Strategic Growth..................................... 53,360 2,638 Fidelity VIP High Income.................................... 20 -- Fidelity VIP Equity-Income.................................. 33 -- Fidelity VIP Growth......................................... 140,725 7,933 Fidelity VIP Overseas....................................... 43 -- Fidelity VIP II Asset Manager............................... 43 -- T. Rowe Price International Stock........................... 53,477 2,531 DGPF International Equity................................... 14 -- ----------- ---------- Total..................................................... $ 1,105,470 $ 558,292 =========== ==========
(a) Name changed. See Note 1. SA-15 GROUP VEL ACCOUNT NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 7 -- ACCOUNTING PRONOUNCEMENTS In November of 2000, a revised American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide, Audits of Investment Companies, was issued and effective for fiscal years beginning after December 15, 2000. The impact of this guide is not considered to be significant. SA-16 PART II UNDERTAKING TO FILE REPORTS Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commission ("SEC") such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the SEC heretofore or hereafter duly adopted pursuant to authority conferred in that section. RULE 484 UNDERTAKING To the fullest extent permissible under Massachusetts General Laws, no director should be personally liable to the Company or any policyholder for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provisions of law to the contrary; provided, however, that this provision shall not eliminate or limit the liability of a director; 1. for any breach of the director's duty of loyalty to the Company or its policyholders; 2. for acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of law; 3. for liability, if any, imposed on directors of mutual insurance companies pursuant to M.G.L.A. c. 156B Section 61 or M.G.L.A. c. 156B Section 63; 4. for any transaction from which the director derived an improper personal benefit. Insofar as indemnification for liability arising under the 1933 Act may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. REPRESENTATIONS PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940 The Company hereby represents that the aggregate fees and charges under the Policy are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company. CONTENTS OF THE REGISTRATION STATEMENT This registration statement comprises the following papers and documents: The facing sheet Cross-references for Prospectus to items required by Form N-8B-2 Prospectus consists of ____ pages The undertaking to file reports The undertaking pursuant to Rule 484 under the 1933 Act Representations pursuant to Section 26(e) of the 1940 Act The signatures Written consents of the following persons: 1. Actuarial Consent 2. Opinion of Counsel 3. Consent of Independent Accountants The following exhibits: 1. Exhibits (Exhibits required by paragraph A of the instructions to Form N-8B-2) (1) Certified copy of Resolutions of the Board of Directors of the Company of October 22, 1993 authorizing the Group VEL Account was previously filed in Registrant's Initial Registration Statement on June of 1996, and is incorporated by reference herein. (2) Not Applicable. (3) (a) Underwriting and Administrative Services Agreement between the Company and Allmerica Investments, Inc. was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (b) Registered Representatives/Agents Agreement was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (c) Sales Agreements with broker-dealers were previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and are incorporated by reference herein. (d) Commission Schedule was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (e) General Agents Agreement was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (f) Career Agents Agreement was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (g) Form of Delaware Wholesaling Agreement was previously filed on December 15, 1998 in Post-Effective Amendment No. 6, and is incorporated by reference herein. (4) Not Applicable. (5) Policy and Policy riders were previously filed in Registrant's Initial Registration Statement in November 2000 and are incorporated by reference herein. (6) Company's Restated Articles of Incorporation and Bylaws were previously filed in Registrant's initial Registration Statement, and are incorporated by reference herein. (7) Not Applicable. (8) (a) Amendment dated October 30, 2000 to the Participation Agreement between the Company and Allmerica Investment Trust was previously filed in Registrant's Initial Registration Statement in November 2000 and is incorporated by reference herein. Participation Agreement between the Company and Allmerica Investment Trust dated March 22, 2000 was previously filed on April 25, 2000 in Post-Effective Amendment No. 9 of Registration Statement No. 33-71056/811-8130, and is incorporated by reference herein. (b) Amendment dated October 1, 2000 to the Variable Insurance Products Fund Participation Agreement was previously filed in Registrant's Initial Registration Statement in November 2000 and is incorporated by reference herein. Amendment dated March 29, 2000 and Amendment dated November 13, 1998 to the Variable Insurance Products Fund Participation Agreement were previously filed on April 25, 2000 in Post-Effective Amendment No. 9 of Registration Statement No. 33-71056/811-8130, and are incorporated by reference herein. Participation Agreement with Variable Insurance Products Fund was previously filed in Initial Registration Statement on June, 1996 and is incorporated by reference herein. Amendment to Participation Agreement with Variable Insurance Products Fund was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (c) Amendment dated May 1, 2001 to the Variable Insurance Products Fund II Participation Agreement was previously filed on May 1, 2001 in Post-Effective Amendment No. 10 of Registration Statement 33-71056/811-8130 and is incorporated by reference herein. Form of Amendment dated October 30, 2000 to the Variable Insurance Products Fund II Participation Agreement was previously filed in Registrant's Initial Registration Statement in November 2001 and is incorporated by reference herein. Amendment dated March 29, 2000 and Amendment dated October 4, 1999 to the Variable Insurance Products Fund II Participation Agreement were previously filed on April 25, 2000 in Post-Effective Amendment No. 9 of Registration Statement No. 33-71056/811-8130, and are incorporated by reference herein. Participation Agreement with Variable Insurance Products Fund II was previously filed in Initial Registration Statement in June, 1996 and is incorporated by reference herein. Amendment to Participation Agreement with Variable Insurance Products Fund II was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (d) Participation Agreement with T. Rowe Price International Series, Inc. was previously filed on April 16, 1998 in Post-Effective Amendment No. 7 of Registration Statement No. 33-71056/811-8130 and is incorporated by reference herein. (e) Fidelity Services Agreement, effective as of November 1, 1995, was previously filed on April 30, 1996 in Pre-Effective Amendment No. 1, and is incorporated by reference herein. An Amendment to the Fidelity Service Agreement, effective as of January 1, 1997, was previously filed on April 30, 1997 in Post-Effective Amendment No. 1, and is incorporated by reference herein. (f) Fidelity Service Contract, effective as of January 1, 1997, was previously filed on April 30, 1997 in Post-Effective Amendment No. 1, and is incorporated by reference herein. (g) Service Agreement with Rowe Price-Fleming International, Inc. was previously filed on April 16, 1998 in Post-Effective Amendment No. 4, and is incorporated by reference herein. (h) Participation Agreement with Goldman Sachs Variable Insurance Trust dated November 1, 2000 was previously filed in Registrant's Initial Registration Statement in November 2000 and is incorporated by reference herein. (i) Participation Agreement with J.P. Morgan Series Trust II dated October 2000 was previously filed in Registrant's Initial Registration Statement in November 2000 and is incorporated by reference herein. (j) Participation Agreement with PIMCO Variable Insurance Trust dated August 17, 2000 was previously filed in Registrant's Initial Registration Statement in November 2000 and is incorporated by reference herein. (k) Amendment to the Service Fee Agreement Letter with Morgan Stanley Asset Management, Inc. was previously filed on April 26, 2000 in Post-Effective Amendment No. 13 of Registration Statement No. 33-82658/811-8704, and is incorporated by reference herein. Service Fee Agreement Letter with Morgan Stanley Asset Management, Inc., was previously filed in Post-Effective Amendment No. 9 on April 16, 1998, and is incorporated by reference herein. (l) Amendment to the Participation Agreement with Morgan Stanley was previously filed on April 26, 2000 in Post-Effective Amendment No. 13 of Registration Statement No. 33-82658/811-8704, and is incorporated by reference herein. Participation Agreement with Morgan Stanley was previously filed in Post-Effective Amendment No. 9 of Registration Statement No. 33-82658/811-8704 on April 16, 1998, and is incorporated by reference herein. (m) Participation Agreement between the Company and Janus Distributors, Inc. dated February 29, 2000 was previously filed on May 1, 2001 in Post-Effective Amendment No. 10 of Registration Statement 33-71056/811-8130 and is incorporated by reference herein. (n) Participation Agreement between the Company and Credit Suisse Warburg Pincus dated May 1, 2000 and Amendment No. 1 dated August 25, 2000 are filed herewith. (9) Directors' Power of Attorney is filed herewith. (10) Application is filed herewith. 2. Policy and Policy riders were previously filed in Registrant's Initial Registration Statement in November 2000 and are incorporated by reference herein. 3. Opinion of Counsel is filed herewith. 4. Not Applicable. 5. Not Applicable. 6. Actuarial Consent is filed herewith. 7. Procedures Memorandum pursuant to Rule 6e(T)(b)(12)(iii) under the 1940 Act, which includes conversion procedures pursuant to Rule 6e-3(T)(b)(13)(v)(B), was previously filed on June 1, 2000 in Initial Registration No. 811-7663, and is incorporated by reference herein. 8. Consent of Independent Accountants is filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant has duly caused this Pre-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Worcester, and Commonwealth of Massachusetts, on the 29th day of June, 2001. GROUP VEL ACCOUNT OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY By: /s/ Charles F. Cronin ---------------------------- Charles F. Cronin, Secretary Pursuant to the requirements of the Securities Act of 1933, this Initial Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ---- ---- /s/ Warren E. Barnes ------------------------------------ Warren E. Barnes Vice President and Corporate Controller June 29, 2001 Edward J. Parry* Director, Vice President and Chief Financial Officer ------------------------------------ Richard M. Reilly* Director and Vice President ------------------------------------ John F. O'Brien* Director, President and Chief Executive Officer ------------------------------------ Bruce C. Anderson* Director and Vice President ------------------------------------ Mark R. Colborn* Director and Vice President ------------------------------------ John P. Kavanaugh* Director, Vice President and Chief Investment Officer ------------------------------------ J. Kendall Huber* Director, Vice President and General Counsel ------------------------------------ Robert P. Restrepo, Jr.* Director and Vice President ------------------------------------ Eric A. Simonsen* Director and Vice President ------------------------------------ Gregory D. Tranter* Director and Vice President ------------------------------------
* Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this document on behalf of each of the above-named Directors and Officers of the Registrant pursuant to the Power of Attorney dated May 21, 2001 duly executed by such persons. /s/ Sheila B. St. Hilaire ------------------------------------ Sheila B. St. Hilaire, Attorney-in-Fact (333-52944/811-7663) FORM S-6 EXHIBIT TABLE Exhibit 1(8)(n) Participation Agreement between the Company and Credit Suisse Warburg Pincus dated May 1, 2000 and Amendment No. 1 dated August 25, 2000 are filed herewith. Exhibit 1(9) Directors' Power of Attorney Exhibit 1(10) Application Exhibit 3 Opinion of Counsel Exhibit 6 Actuarial Consent Exhibit 8 Consent of Independent Accountants