Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 12:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
R.R.
DONNELLEY & SONS COMPANY
(Name of Issuer)
Common Stock, $1.25 par value per share
(Title of Class of Securities)
257867101
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosure provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 257867101
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Page 2 of 14
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1.
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Name of reporting persons
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
American International Group,
Inc.
I.R.S. Identification No. 13-2592361
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2.
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Check the appropriate box if a
member of a group
(a)
¨
(b)
¨
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Incorporated under the laws of the
State of Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
492,244
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
492,244
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9.
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Aggregate amount beneficially owned by each reporting person
492,244
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10.
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Check box if the aggregate amount
in Row (9) excludes certain shares
¨
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11.
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Percent of class represented by
amount in Row (9)
0.3%
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12.
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Type of reporting
person
HC
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CUSIP No. 257867101
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Page 3 of 14
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1.
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Name of reporting persons
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
SAFG Retirement
Services, Inc.
I.R.S. Identification No. 95-4715639
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2.
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Check the appropriate box if a
member of a group
(a)
¨
(b)
¨
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Organized under the laws of the
State of Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
492,244
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
492,244
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9.
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Aggregate amount beneficially owned by each reporting person
492,244
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10.
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Check box if the aggregate amount
in Row (9) excludes certain shares
¨
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11.
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Percent of class represented by
amount in Row (9)
0.3%
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12.
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Type of reporting
person
HC
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CUSIP No. 257867101
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Page 4 of 14
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1.
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Name of reporting persons
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
AIG Life Holdings, Inc.
I.R.S. Identification No. 74-0483432
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2.
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Check the appropriate box if a
member of a group
(a)
¨
(b)
¨
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Organized under the laws of the
State of Texas
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
492,244
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
492,244
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9.
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Aggregate amount beneficially owned by each reporting person
492,244
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10.
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Check box if the aggregate amount
in Row (9) excludes certain shares
¨
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11.
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Percent of class represented by
amount in Row (9)
0.3%
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12.
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Type of reporting
person
HC
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CUSIP No. 257867101
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Page 5 of 14
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1.
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Name of reporting persons
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
AGC Life Insurance Company
I.R.S. Identification No. 76-0030921
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2.
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Check the appropriate box if a
member of a group
(a)
¨
(b)
¨
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Organized under the laws of the
State of Missouri
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
492,244
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
492,244
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9.
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Aggregate amount beneficially owned by each reporting person
492,244
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares
¨
|
11.
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Percent of class represented by
amount in Row (9)
0.3%
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12.
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Type of reporting
person
IC
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CUSIP No. 257867101
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Page 6 of 14
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1.
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Name of reporting persons
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
American General Life Insurance
Company
I.R.S. Identification No. 25-0598210
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2.
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Check the appropriate box if a
member of a group
(a)
¨
(b)
¨
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Organized under the laws of the
State of Texas
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
|
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Shared voting power
492,244
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
492,244
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9.
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Aggregate amount beneficially owned by each reporting person
492,244
|
10.
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Check box if the aggregate amount
in Row (9) excludes certain shares
¨
|
11.
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Percent of class represented by
amount in Row (9)
0.3%
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12.
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Type of reporting
person
IC
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CUSIP No. 257867101
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Page 7 of 14
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1.
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Name of reporting persons
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
SunAmerica Asset Management,
LLC
I.R.S. Identification No. 46-4348192
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2.
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Check the appropriate box if a
member of a group
(a)
¨
(b)
¨
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Organized under the laws of the
State of Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
470,025
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
470,025
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9.
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Aggregate amount beneficially owned by each reporting person
470,025
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10.
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Check box if the aggregate amount
in Row (9) excludes certain shares
¨
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11.
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Percent of class represented by
amount in Row (9)
0.3%
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12.
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Type of reporting
person
IA
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ITEM 1 (a).
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NAME OF ISSUER:
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R.R.
Donnelley & Sons Company
ITEM 1 (b).
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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111 South Wacker Drive
Chicago, IL 60606
ITEM 2 (a).
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NAME OF PERSON(S) FILING:
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American International Group, Inc.
SAFG Retirement Services, Inc.
AIG Life Holdings, Inc.
AGC Life Insurance Company
American General Life Insurance Company
SunAmerica Asset Management, LLC
ITEM 2 (b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE(S):
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American International Group, Inc.
175 Water Street
New York, NY 10038
SAFG Retirement Services, Inc.
1999 Avenue of the Stars
1 SunAmerica Center, 27th Floor
Los Angeles, CA 90067
AIG Life Holdings, Inc.
2929 Allen Parkway
Houston, TX 77019
AGC Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
American General Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
SunAmerica Asset Management, LLC
Harbor Side Financial Center
3200 Plaza 5
Jersey City, NJ 07311
The information
requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.
ITEM 2 (d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $1.25 par value per share
ITEM 2 (e).
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CUSIP NUMBER:
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257867101
Page 8 of 14
ITEM 3.
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TYPE OF PERSONS FILING:
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American International Group, Inc.:
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(g)
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Parent Holding Company or Control Person, in accordance with Rule 13d-1(b) (ii) (G) promulgated under the Securities Exchange Act of 1934, as amended (the
Act)
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SAFG Retirement Services, Inc.:
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(g)
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Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G) promulgated under the Act
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AIG Life Holdings, Inc.:
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(g)
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Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G) promulgated under the Act
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AGC Life Insurance Company:
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(c)
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Insurance Company, in accordance with Rule 13d-1(b)(ii)(C) promulgated under the Act
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American General Life Insurance Company:
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(c)
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Insurance Company, in accordance with Rule 13d-1(b)(ii)(C) promulgated under the Act
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SunAmerica Asset Management, LLC:
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(e)
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Investment Adviser, in accordance with Rule 13d-1(b)(ii)(E) promulgated under the Act
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(a) through (c). The
information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.
ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following [X].
ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Our clients may have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, such securities which are the subject of this filing.
ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International
Group, Inc.
ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
Page 9 of 14
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
Page 10 of 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2014
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AMERICAN INTERNATIONAL GROUP, INC.
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By
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/s/ Brian T. Schreiber
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Name:
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Brian T. Schreiber
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Title:
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Executive Vice President and Deputy AIG Chief Investment Officer
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SAFG RETIREMENT SERVICES, INC.
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By
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/s/ Christine A. Nixon
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Name:
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Christine A. Nixon
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Title:
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Senior Vice President
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AIG LIFE HOLDINGS, INC.
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By
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/s/ Christine A. Nixon
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Name:
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Christine A. Nixon
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Title:
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Senior Vice President
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AGC LIFE INSURANCE COMPANY
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By
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/s/ Christine A. Nixon
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Name:
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Christine A. Nixon
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Title:
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Senior Vice President
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AMERICAN GENERAL LIFE INSURANCE COMPANY
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By
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/s/ Christine A. Nixon
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Name:
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Christine A. Nixon
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Title:
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Senior Vice President
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SUNAMERICA ASSET MANAGEMENT, LLC
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By
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/s/ Matthew Hackethal
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Name:
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Matthew Hackethal
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Title:
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Chief Compliance Officer
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Page 11 of 14
EXHIBIT INDEX
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Exhibit 1
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Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company
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Exhibit 2
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Agreement of Joint Filing
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Page 12 of 14
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