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EX-31.2 - EX-31.2 - Symetra Financial CORPv55101exv31w2.htm
EX-32.2 - EX-32.2 - Symetra Financial CORPv55101exv32w2.htm
EX-23.1 - EX-23.1 - Symetra Financial CORPv55101exv23w1.htm
EX-14.1 - EX-14.1 - Symetra Financial CORPv55101exv14w1.htm
EX-32.1 - EX-32.1 - Symetra Financial CORPv55101exv32w1.htm
EX-31.1 - EX-31.1 - Symetra Financial CORPv55101exv31w1.htm
Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
     
(Mark One)    
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2009
or
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from          to          
 
Commission file number: 001-33808
SYMETRA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
     
Delaware
 
20-0978027
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
777 108th Avenue NE, Suite 1200
Bellevue, Washington 98004
(Address of principal executive offices, including zip code)
 
(425) 256-8000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common Stock, par value $0.01 per share
  New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No þ
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes o     No þ
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer o
  Accelerated filer o   Non-accelerated filer þ   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
The registrant completed the initial public offering of its common stock on January 27, 2010. Accordingly, there was no public market for the registrant’s common stock before and including June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter. At March 1, 2010, there were 117,988,965 shares of common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
The information required to be furnished to Part III of Form 10-K is hereby incorporated by reference from the Registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held on May 12, 2010, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the year ended December 31, 2009.
 


 

 
TABLE OF CONTENTS
 
             
        Page
 
  Business     4  
  Risk Factors     26  
  Unresolved Staff Comments     43  
  Properties     44  
  Legal Proceedings     44  
  Reserved     44  
 
PART II
  Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     45  
  Selected Financial Data     46  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     49  
  Quantitative and Qualitative Disclosures about Market Risk     97  
  Financial Statements and Supplementary Data     99  
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     146  
  Controls and Procedures     146  
  Other Information     146  
 
PART III
  Directors, Executive Officers and Corporate Governance     147  
  Executive Compensation     147  
  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     147  
  Certain Relationships, Related Transactions and Director Independence     147  
  Principal Accountant Fees and Services     147  
 
PART IV
  Exhibits and Financial Statement Schedules     148  
    149  
    150  
    151  
    155  
 EX-14.1
 EX-23.1
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2


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Forward-Looking Statements
 
This Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements, which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of current or historical facts included or referenced in this report that address activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements. The words “will,” “believe,” “intend,” “plan,” “expect,” “anticipate,” “project,” “estimate,” “predict” and similar expressions also are intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to Symetra Financial Corporation’s:
 
  •      estimates or projections of revenues, net income (loss), net income (loss) per share, adjusted operating income (loss), adjusted operating income (loss) per share, market share or other financial forecasts;
 
  •      trends in operations, financial performance and financial condition;
 
  •      financial and operating targets or plans; and
 
  •      business and growth strategy.
 
These statements are based on certain assumptions and analyses made by Symetra in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate under the circumstances. Whether actual results and developments will conform to Symetra’s expectations and predictions is subject to a number of risks, uncertainties and contingencies that could cause actual results to differ materially from expectations, including, among others:
 
  •      general economic, market or business conditions, including further economic downturns or other adverse conditions in the global and domestic capital and credit markets;
 
  •      the availability of capital and financing;
 
  •      potential investment losses;
 
  •      the effects of fluctuations in interest rates;
 
  •      recorded reserves for future policy benefits and claims subsequently proving to be inadequate or inaccurate;
 
  •      deviations from assumptions used in setting prices for insurance and annuity products;
 
  •      market pricing and competitive trends related to insurance products and services;
 
  •      changes in amortization of deferred policy acquisition costs;
 
  •      financial strength or credit ratings downgrades;
 
  •      the continued availability and cost of reinsurance coverage;
 
  •      changes in laws or regulations, or their interpretation, including those that could increase Symetra’s business costs and required capital levels;
 
  •      the ability of the issuer’s subsidiaries to pay dividends to the issuer; and
 
  •      the risks that are described in Item 1A — “Risk Factors” in this report.
 
Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Symetra will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Symetra or its business or operations. Symetra assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.


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PART I
 
Item 1.   Business
 
Overview
 
Our Business
 
Unless the context otherwise requires, references in this Annual Report on Form 10-K to “Symetra” refer to Symetra Financial Corporation on a stand-alone, non-consolidated basis. References to “we,” “our,” “us” and “the Company” are to Symetra Financial Corporation together with its subsidiaries.
 
We are a financial services company in the life insurance industry, headquartered in Bellevue, Washington, focused on profitable growth in select group health, retirement, life insurance and employee benefits markets. Our first day as an independent company was August 2, 2004, when Symetra was formed by acquiring a group of life insurance and investment companies from Safeco Corporation (which we refer to as the “Acquisition”). Our operations date back to 1957 and many of our agency and distribution relationships have been in place for decades.
 
On January 22, 2010, shares of our common stock began trading on the New York Stock Exchange, or NYSE. On January 27, 2010, we completed the initial public offering of our common stock at an offering price of $12.00 per share. The offering included 25,259,510 newly issued shares of common stock sold by us and 9,700,490 existing shares of common stock sold by selling stockholders. We received net proceeds from the offering of approximately $282.5 million. We did not receive any proceeds from the sale of shares by the selling stockholders. See Item 5 — “Market for Registrant’s Common Equity, Related Stockholder matters and Issuer Purchases of Equity Securities” for more information about our initial public offering.
 
We distribute our array of annuity and insurance products nationally through an extensive and diversified independent distribution network. Our distributors include financial institutions, employee benefits brokers, third party administrators, specialty brokers, independent agents and advisors. We believe that our multi-channel distribution network allows us to access a broad share of the distributor and consumer markets for insurance and financial services products. We currently distribute our annuity and life insurance products through approximately 17,000 independent agents, 25 key financial institutions and 4,400 independent employee benefits brokers. We continually add new distribution relationships to expand the breadth of partners offering our products.
 
Our Strategy
 
We believe we are well positioned to drive future growth and enhance shareholder value by capitalizing on existing market opportunities through the pursuit of the following strategies:
 
  •      Expand national distribution network.  We have a two-pronged approach to expanding product sales: working with our existing distribution relationships and adding new distribution partners. We believe that we are adept at designing simple to understand, yet innovative products to meet the changing demands of the market. By working closely with our distributors, we are able to anticipate opportunities in the marketplace and rapidly address them. Furthermore, by treating our distributors as clients and providing them with outstanding levels of service, we look to cultivate strong relationships, which over the decades, have allowed us to build a powerful national distribution network.
 
  •      Capitalize on increasing need for retirement savings and income.  Many individuals have experienced significant declines in the value of their savings as a result of recent market turmoil or have saved too little for retirement. We expect greater demand for retirement savings products that supplement social security. In particular, we believe demand will continue to grow for products like immediate annuities that offer income streams that cannot be outlived.
 
  •      Continue to provide simple to understand savings and investment products.  The recent equity and bond market dislocation of the last two years shifted customer and distributor demand


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  toward simple to understand and predictable products. Customers increasingly demand savings and income oriented products (such as fixed annuities) that offer transparency and stable returns, which are higher than returns on savings accounts.
 
We believe that we have built a reputation as a writer of simple to understand products that meet the needs of customers and our distribution partners. We believe independent distributors highly value our demonstrated ability to accept new business during turbulent conditions while maintaining strong financial performance.
 
  •      Maintain a strong balance sheet and effectively deploy capital.  We believe we are vigilant about maintaining a strong balance sheet in all economic environments. We believe our strong balance sheet will allow us to continue growing our business. We intend to deploy our capital prudently while maximizing our profitability and long-term growth in stockholder value. Our capital management strategy is to maintain financial strength through conservative and disciplined risk management practices, capital efficient product design, effective asset/liability management and opportunistic market share growth in all our business segments. This approach will enable us to remain flexible to allocate capital to opportunities within our business segments that offer the highest returns.
 
  •      Financial stability through a diverse mix of business.  We believe that our diverse mix of businesses offers us a greater level of financial stability than many of our similarly-sized competitors across business and economic cycles. Given our lack of reliance on any particular product or line of business, we are able to allocate resources to markets with the highest potential returns at any given point in time. By doing so, we are able to avoid certain markets when they are experiencing heavy competition and related pricing pressure without sacrificing our ability to grow revenues.
 
Our Segments
 
We manage our business through the following five segments, four of which are operating:
 
  •      Group.  We offer medical stop-loss insurance, limited benefit medical plans, group life insurance, accidental death and dismemberment insurance and disability income insurance mainly to employer groups of 50 to 5,000 individuals. In addition to our insurance products, we offer managing general underwriting, or MGU, services.
 
  •      Retirement Services.  We offer fixed and variable deferred annuities, including tax sheltered annuities, individual retirement accounts, or IRAs, and group annuities to qualified retirement plans, including Section 401(k), 403(b) and 457 plans.
 
  •      Income Annuities.  We offer single premium immediate annuities, or SPIAs, to customers seeking a reliable source of retirement income and structured settlement annuities to fund third party personal injury settlements. In addition, we offer funding services options to existing structured settlement clients.
 
  •      Individual.  We offer a wide array of term and universal life insurance as well as bank-owned life insurance, or BOLI.
 
  •      Other.  This segment consists of unallocated corporate income, composed primarily of investment income on unallocated surplus, unallocated corporate expenses, interest expense on debt, tax credits from our tax preferred affordable housing investments, the results of small, non-insurance businesses that are managed outside of our operating segments, and inter-segment elimination entries.
 
See Note 20 to the accompanying audited financial statements for financial results of our segments, including our operating revenues, for each of the last three fiscal years.


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Group
 
Overview
 
We offer a full range of employment-based benefit products and services targeted primarily at employers, unions and public agencies with 50 to 5,000 employees. Group’s products include group medical stop-loss insurance sold to employer self-funded health plans; limited benefit medical insurance for employees not able to participate in a traditional health plan, such as part-time, seasonal and temporary workers; group life, accidental death and dismemberment insurance; and disability income products. We purchase reinsurance coverage to limit our exposure to losses from our group medical stop-loss, life and short-term and long-term disability income products. In general, we retain group medical stop-loss risk up to $1.0 million per individual and reinsure the remainder with Reliastar Life Insurance Company and White Mountains Re America. We reinsure 50% of our group life risk and cap our liability at $0.5 million per individual. Our short-term and long-term disability risk is 100% reinsured, except for the short-term disability income product sold within limited benefit medical plans, which is not reinsured.
 
We sell through several types of distributors within the Group segment, including third party administrators, or TPAs, employee benefits brokers, consultants and administrative services only, or ASO, arrangements. ASOs are fully insured carriers that also offer our group medical stop-loss insurance.
 
We work closely with employee benefits brokers, consultants and employers to design benefit plans to meet the employers’ particular requirements. Our customers primarily are small and mid-size employers that require knowledgeable employee benefits brokers, consultants and insurance company representatives to understand their individual financial needs and employee profiles, and to customize benefit plans that are appropriate for them. We believe our extensive experience and expertise in group medical stop-loss insurance, limited benefit medical insurance, group life, accidental death and dismemberment insurance and disability income products provide us with opportunities to support close broker relationships and to provide employers innovative and customer-centric benefit plans.
 
Products
 
Group Medical Stop-Loss
 
Our group medical stop-loss insurance, our leading product in the Group segment representing 90.6% of earned premiums in 2009, is provided to employers that self-fund their employees’ health claim costs. Such employers provide a health plan to their employees and pay all claims and administrative costs. Our product helps employers manage health expenses by reimbursing specific claim amounts above a certain dollar deductible and by reimbursing aggregate claims above a total dollar threshold.
 
Limited Benefit Medical
 
Our limited benefit medical insurance is provided to employers for health coverage to employees not otherwise eligible to participate in traditional plans, such as part-time, seasonal and temporary workers. The employer has a great deal of flexibility in choosing benefits available to employees and therefore managing total health costs incurred by the employer.
 
Life Insurance, Accidental Death and Dismemberment
 
Our group term life insurance product provides benefits in the event of an insured employee’s death. The death benefit can be based upon an individual’s earnings or occupation, or can be fixed at a set dollar amount. Our products also include optional accidental death and dismemberment coverage as a supplement to our term life insurance policies. This coverage provides benefits for an insured employee’s loss of life, limb or sight as a result of accidental death or injury.


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Disability Income Insurance
 
Our group long-term disability income coverage is designed to cover the risk of employee loss of income during prolonged periods of disability. Our group short-term disability income coverage provides partial replacement of an insured employee’s weekly earnings in the event of disability resulting from an injury or illness. Benefits can be a set dollar amount or based upon a percentage of earnings. We reinsure 100% of the risk associated with this business.
 
Underwriting and Pricing
 
Group insurance pricing reflects the employer group’s claims experience and risk characteristics. The employer group’s claims experience is reviewed at the time the policy is issued and each renewal year thereafter, resulting in ongoing adjustments to pricing. The key pricing and underwriting criteria are medical cost trends, the employer’s selected provider network discount structure, the employer group’s demographic composition, (including the age, gender and family composition of the employer group’s members), the employer’s industry, geographic location, regional economic trends, plan design and prior claims experience.
 
We face significant competition in the Group segment operations. Our competitors include large and highly rated insurance carriers, and many of them offer similar products and use similar distribution channels. We strive to write and renew only business that meets our return targets, but this discipline sometimes leads to a negative impact on our market share. However, we remain focused on profitability. Competition is based primarily upon product pricing and features, compensation and benefits structure and support offered.
 
Pricing in the medical stop-loss insurance market has proven to be cyclical. Recently, we have seen generally disciplined pricing in the medical stop-loss insurance market, which may suggest a developing trend towards higher pricing for this product line, based on our experience with previous pricing cycles.
 
Retirement Services
 
Overview
 
Our Retirement Services operation offers a full range of fixed and variable deferred annuities in both the qualified and non-qualified markets. Qualified contracts include IRAs, Roth IRAs, tax-sheltered annuities (marketed to teachers and not-for-profit organizations) and Section 457 plans. We offer these products to a broad range of consumers who want to accumulate tax-deferred assets for retirement, desire a reliable source of income during their retirement or seek to protect against outliving their assets during retirement.
 
We offer our annuities primarily through financial institutions, broker-dealers, independent agents and financial advisors.
 
The demand for fixed annuities has increased as consumers seek the simple to understand, stable return offered by fixed annuity products. We believe that demand for fixed annuity and other investment products that help consumers supplement their social security benefits with reliable retirement income will endure as consumers rebuild and refocus on savings after the recent market turmoil.
 
We offer a variety of simple variable annuity products that position us to increase sales to consumers looking to maximize after-tax returns over the long-term and have a tolerance for some volatility in their underlying investments.
 
We believe that the small to mid-sized employer market place will be an area of fixed and variable annuity sales growth as more employers eliminate traditional pensions and offer defined contribution plans with lower administrative costs. As employers drive down employee costs, we believe they still want to offer competitive retirement benefit plans as long as the administrative costs are reasonable. Our products are designed to allow employers to provide their employees with attractive retirement investments for a relatively low cost. Once those retirement plan customers decide to retire or rollover their funds, we offer a suite of IRAs, Roth IRAs and other retirement vehicles. It is our goal to capture and hold those customers by offering products that address their evolving needs and excellent service to our distribution partners and customers.


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Products
 
Fixed Annuities
 
We offer fixed single premium and flexible premium deferred annuities that provide for a premium payment at time of issue, an accumulation period and an annuity payout period beginning at some future date. Our most popular products are our Select and Custom series that offer three-, five- and seven-year surrender charge periods and a choice of one-, three-, five- or seven-year interest rate lock periods. After the interest rate lock period, the crediting rate is subject to change at our discretion (subject to the minimum guaranteed rate) based upon competitive factors, portfolio earnings rate, prevailing market rates and product profitability. Our fixed annuity contracts are supported by our general account, and the accrual of interest is generally on a tax-deferred basis to the owner. The majority of our fixed annuity contract owners retain their contracts through the surrender penalty period. After one year in the annuity contract, the contract owner may elect to take the accumulated value of the annuity and convert it to a series of future payments that are received over a selected period of time.
 
Our fixed annuity contracts permit the contract owners at any time during the accumulation period to withdraw all or part of the premium paid, plus the amount credited to their accounts, subject to contract provisions such as surrender charges that vary depending upon the terms of the product. The contracts impose surrender charges that typically vary from 5.0% to 8.0% of the amount withdrawn, starting in the year of contract issue and decreasing to zero over a three to eight-year period. Approximately $5.3 billion, or 70.3%, of the total account value of our fixed annuities as of December 31, 2009, were subject to surrender charges.
 
As market conditions change, we change the initial crediting rate for newly issued fixed deferred annuities. We maintain the initial crediting rate for a minimum period of either one year or the initial guarantee period, whichever is longer. Thereafter, we may adjust the crediting rate annually for any given deposit. Most of our recently issued annuity contracts have lifetime minimum guaranteed crediting rates between 1.0% and 1.5%.
 
Our earnings from fixed annuities are based upon the spread between the crediting rate on our fixed annuity contracts and the returns we earn in our general account on our investment of premiums, less acquisition and administrative expenses.
 
Variable Annuities
 
We offer variable annuities that allow the contract owner to make payments into a guaranteed-rate account and separate accounts divided into subaccounts that invest in underlying investment portfolios. Like a deferred fixed annuity, a deferred variable annuity has an accumulation period and a payout period. Although the fixed-rate account is credited with interest in a manner similar to a fixed deferred annuity, there is no guaranteed minimum rate of return for investments in the subaccounts, and the contract owner bears the entire risk associated with the performance of these subaccounts, subject to the guaranteed minimum death benefit, or GMDB, or any other benefit offered under the contract.
 
Similar to our fixed annuities, our variable annuity contracts permit the contract owner to withdraw all or part of the premiums paid, plus the amount credited to the contract owner’s account, subject to contract terms such as surrender charges. The cash surrender value of a variable annuity contract depends upon the allocation of payments between fixed and variable subaccounts, how long the contract has been in force, and the investment performance of the variable subaccounts to which the contract owner has allocated assets.
 
Variable annuities provide us with fee revenue in the form of flat-fee charges, mortality and expense risk charges, and asset- related administration charges. The mortality and expense risk charge and asset related administration charge equal a percentage of the contract owner’s assets in the separate account and typically range from 1.0% to 1.6% per annum. In addition, some contracts may offer the option for contract owners to purchase additional features, such as GMDB, for additional fees that are paid for through charges equal to a percentage of the contract owner’s assets. The majority of our GMDB risk on our individual variable annuities is reinsured.


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Our variable annuity strategy is to offer simple product designs that emphasize long-term returns for the customer. We do not offer the myriad of complex guaranteed living benefits found in most of the products on the market. As a result, we are not a significant writer of variable annuity business. Unlike some of our competitors, we have not had to reprice our products to charge for these features. Our Symetra Focus Variable Annuity product is an example of our approach to the variable annuity marketplace. Focus is one of the most cost-effective products on the market. Because of the cost-effective design, Focus is one of the few variable annuities available featuring index investment options from Vanguard. The product’s low-cost structure and investment options are designed to benefit clients. The lower cost structure allows our clients to keep a greater share of investment returns in their accounts as opposed to paying fees for benefits that may not be needed. For clients that seek an income solution from their variable product, we offer standard annuitization features and a long-life benefit that is funded over time. Our long-life benefit is unique in the industry and works like a multi-premium immediate annuity, or MPIA, with a deferred payment start date.
 
Historically, we have seen variable annuity sales decline during and after equity market declines and volatility, but we expect Focus to garner more sales as consumers gain more confidence in the equity market and our competition continues to reduce guaranteed living benefit options or increase the costs of these benefits.
 
Retirement Plans
 
We offer a wide range of annuities to fund employer-sponsored retirement plans, which include 401(k) plans (including traditional, Safe Harbor and SIMPLE profit sharing plans), 403(b) plans and Section 457 plans.
 
Underwriting and Pricing
 
We price our products based upon our expected investment returns and our expectations for mortality, longevity and the probability that a policy or contract will remain in force from one period to the next, referred to as persistency, for the group of our contract owners as a whole, taking into account mortality improvements in the general population and our historical experience. We price deferred annuities by analyzing longevity and persistency risk, volatility of expected earnings on our assets under management, the risk profile of the product, special reserving and capital requirements, and the expected expenses we will incur.
 
Income Annuities
 
Overview
 
We offer immediate annuities that guarantee a series of payments that continue either for a certain number of years or for the remainder of an annuitant’s life.
 
We also offer structured settlement contracts that provide an alternative to a lump sum settlement, generally in a personal injury lawsuit or worker’s compensation claim, and typically are purchased by property and casualty insurance companies for the benefit of an injured claimant. The structured settlements provide scheduled payments over a fixed period or, in the case of a life-contingent structured settlement, for the life of the claimant, or a combination of fixed and life contingent payments.
 
Products
 
Immediate Annuities
 
In 2009, we experienced year-over-year increases in sales of our immediate annuities products. We anticipate further increases in sales given the demographic trend of greater numbers of people approaching retirement age and their corresponding need for dependable retirement income, which lasts their entire lives. We believe that we are one of the most innovative designers of immediate annuity products. According to Kehrer-LIMRA, we were the second largest seller of immediate annuities through banks in 2009.


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Immediate annuities differ from deferred annuities in that they provide for contractually guaranteed payments that generally begin within one year of issue. Generally, the immediate annuities available in the marketplace do not provide for surrender or policy loans by the contractholder. We offer a liquidity feature that allows the contractholder to withdraw portions of the future payments. We also offer a feature that allows benefits to be converted to a lump sum after death of the annuitant. We recently introduced the Freedom Income product that enables the customer to pick a payment start date several years after contract purchase. This product is a cost effective means of funding a future income stream.
 
Structured Settlements
 
Structured settlement contracts provide an alternative to a lump sum settlement, generally in a personal injury lawsuit or worker’s compensation claim, which are typically purchased by property and casualty insurance companies for the benefit of an injured claimant. These structured settlements provide scheduled payments over a fixed period or, in the case of a life-contingent structured settlement, for the life of the claimant, and may have a guaranteed minimum period of payments. Structured settlement contracts also may provide for irregularly scheduled payments to coincide with anticipated medical or other claimant needs. These settlements offer tax-advantaged, long-term financial security to the injured party and facilitate claim settlement for the property and casualty insurance carrier. Structured settlement contracts are long-term in nature, guarantee a fixed benefit stream and generally do not permit surrender or borrowing against the amounts outstanding under the contract. In 2005, we introduced funding services to clients with financial circumstances that may have changed from the time they originally received a structured settlement. Our initial funding service product provides an immediate lump sum payment to replace future benefit payments and includes coordinating the court approval process. In 2009, we expanded the funding service product offerings to allow clients to receive a lump sum and to change the timing of future benefit payments. We believe that this product has been well received by our clients and the courts.
 
Our current financial strength ratings limit our ability to offer structured settlement contracts. If our principal life insurance company subsidiary, Symetra Life Insurance Company, receives an upgrade of its financial strength ratings from “A” (Excellent) to “A+” (Superior) from A.M. Best, courts will be more willing to approve structured settlement contract arrangements from us. Improving this key rating will allow us to participate fully in this market.
 
Underwriting and Pricing
 
We price immediate annuities and structured settlements using industry produced annuity mortality information, our mortality experience and assumptions regarding continued improvement in annuitant longevity, as well as assumptions regarding investment yields at the time of issue and thereafter. Our structured settlement contracts and traditional immediate annuities can be underwritten in our medical department by medical doctors and other trained medical personnel. If our medical department determines the annuitant has a shorter or longer than standard life expectancy, we can adjust our pricing to reflect that information.
 
Our earnings from immediate annuities and structured settlement annuities are driven by the spread on the returns we earn in our general account on our investment of premiums and the interest rate we used to determine the amount of income payments a client receives at the time they purchase their annuity, less acquisition and administrative expenses. Earnings increase or decrease on these products depending upon our mortality experience.
 
Individual
 
Overview
 
Life insurance provides protection against financial hardship after the death of an insured by providing cash payments to the beneficiaries of the policyholder. Single premium life and universal life insurance products also provide an efficient way for assets to be transferred to heirs. Our principal individual life insurance product is term life, which provides life insurance coverage with guaranteed level premiums for a specified period of time with little or no buildup of cash value that is payable upon lapse of the coverage. In


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addition to term life insurance, we offer universal life insurance products, which are designed to provide protection for the entire life of the insured and may include a buildup of cash value that can be used to meet the policyholder’s particular financial needs during the policyholder’s lifetime. We also sell BOLI to financial institutions seeking a fixed yield investment that efficiently matches future employee benefit liabilities.
 
We price our traditional insurance policies based primarily upon our own historical experience in the underwriting risk categories that we target. We target individuals in preferred risk categories and offer them attractive products at competitive prices in addition to targeting more standard risks. Persons in preferred risk categories include healthier individuals who generally have family histories that do not present increased mortality risk. We also have significant expertise in evaluating people with health problems and offer appropriately priced coverage for people who meet our underwriting criteria.
 
We offer our life insurance products primarily through three distribution channels: independent agents and financial advisors, financial institutions, and specialty agents for BOLI. We believe there are opportunities to expand our sales through each of these distribution channels.
 
Products
 
Term Life Insurance
 
Our term life insurance policies provide a death benefit if the insured dies while the coverage is in force. Term life policies have little to no cash value buildup and therefore rarely have a payment due if and when a policyholder decides to lapse the policy. As of December 31, 2009, we had $180.7 million of reserves associated with our term life and other traditional life products.
 
Our primary term life insurance products have guaranteed level premiums for initial terms of 10, 15, 20 or 30 years. After the guaranteed period expires, premiums increase annually and the policyholder has the option to continue under the current policy by paying the increased premiums without demonstrating insurability or qualifying for a new policy by submitting again to the underwriting process. Coverage continues until the insured reaches the policy expiration age or the policyholder ceases to make premium payments or otherwise terminates the policy, including potentially converting to a permanent plan of insurance. The termination of coverage is called a lapse. For newer policies, we seek to reduce lapses at the end of the guaranteed period by gradually grading premiums to the attained age scale of the insured over the five years following the guaranteed period. After this phase-in period, premiums continue to increase as the insured ages.
 
In 2009, we launched a new term insurance product designed primarily for the mortgage term market. This product allows customers to safeguard their home (often their most valuable asset) in the event of death. This product includes an optional return of premium feature allowing for the customer to pay additional premiums for the comfort of knowing they will receive back at a minimum what they paid in premiums.
 
We design and price our term insurance to limit the impact from statutory reserves mandated by the valuation of life insurance policies model regulation, also known in the insurance industry as XXX deficiency reserves. We had $6.9 million of XXX reserves as of December 31, 2009. Our product pricing is not dependent on securitization of XXX deficiency reserves.
 
Universal Life Insurance
 
Our universal life insurance policies provide policyholders with lifetime death benefit coverage, the ability to accumulate assets on a flexible, tax-deferred basis and the option to access the cash value of the policy through a policy loan, partial withdrawal or full surrender. Our universal life products also allow policyholders to adjust the timing and amount of premium payments. We credit premiums paid, less certain expenses, to the policyholder’s account and from that account deduct regular expense charges and certain risk charges, known as cost of insurance charges, or COI, which generally increase from year to year as the insured ages. Our universal life insurance policies accumulate cash value that we pay to the insured when the policy lapses or is surrendered. Most of our universal life policies also include provisions for surrender charges for early termination and partial withdrawals. As of December 31, 2009, we had $679.2 million of reserves associated with various universal life products.


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We credit interest on policyholder account balances at a rate determined by us, but not less than a contractually guaranteed minimum. Our in force universal life insurance policies generally have minimum guaranteed crediting rates ranging from 3.0% to 4.5% for the life of the policy.
 
We design and price our universal life insurance products to limit the impact from statutory reserves mandated by the valuation of life insurance policies model regulation, also known in the insurance industry as AXXX deficiency reserves. We had $17.8 million of AXXX reserves as of December 31, 2009. Our product pricing is not dependent on securitization of AXXX deficiency reserves.
 
Bank-Owned Life Insurance (BOLI)
 
Our life insurance business also includes $3.9 billion of BOLI reserves, which represent universal life policies sold to financial institutions. Many financial institutions have purchased several billion dollars of BOLI as a means of generating the cash flow needed to fund benefit liabilities. Our fixed rate BOLI product is a highly stable, low-risk source of financing that can offer net annual after-tax returns that are generally higher than traditional bank investments. Over the last few years some financial institutions bought variable BOLI products, which we do not offer, and experienced significant volatility and write-downs associated with those products. Our book of BOLI business is 100% fixed.
 
Underwriting and Pricing
 
We believe our rigorous underwriting and pricing practices are significant drivers of the consistent profitability of our life insurance business. Our fully underwritten term life insurance is 50% to 90% reinsured, which limits mortality risk retained by us. We set pricing assumptions for expected claims, lapses, investment returns, expenses and customer demographics based on our own relevant experience and other factors. Our strategy is to price our products competitively for our target risk categories and not necessarily to be equally competitive in all categories.
 
Our fully underwritten policies place each insurable life insurance applicant in one of eight primary risk categories, depending upon current health, medical history and other factors. Each of these eight categories has specific health criteria, including the applicant’s history of using nicotine products. We consider each life insurance application individually and apply our guidelines to place each applicant in the appropriate risk category, regardless of face value or net amount at risk. We may decline an applicant’s request for coverage if the applicant’s health or other risk factor assessment is unacceptable to us. We do not delegate underwriting decisions to independent sales intermediaries. Instead, all underwriting decisions are made by our own underwriting personnel or by our automated underwriting system. We often share information with our reinsurers to gain their insights on potential mortality and underwriting risks and to benefit from their broad expertise. We use the information we obtain from the reinsurers to help us develop effective strategies to manage our underwriting risks. For specific markets where fully underwritten products are not preferred by the distributor, we have developed specially priced products to support a “simplified issue” process. This process enables us to reach applicants not called on by traditional insurance agents. “Simplified issue” contracts are typically generated via worksite sales to employees and sales to retail bank customers. Insurance amounts are limited and separate underwriting guidelines are applied for simplified issue policies.
 
Other
 
Our Other segment consists primarily of unallocated surplus net investment income, unallocated operating expenses including interest expense on debt, tax credits from affordable housing investments, the results of small, non-insurance businesses that are managed outside of our operating segments and intersegment elimination entries. In addition, beginning in the third quarter of 2008, we include our net gains (losses) related to investments in hedge and private equity funds in this segment, reported through net investment income.
 
Distribution
 
We distribute our products through an extensive and diversified distribution network. We believe access to a variety of distribution channels enables us to respond effectively to changing consumer needs and distribution trends. We compete with other financial services companies to attract and retain relationships in


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each of these channels. Some of the factors that lead to our success in competing for sales through these channels include amount of sales commissions and fees we pay, breadth of our product offerings, our perceived stability and our financial strength ratings, marketing and training we provide and maintenance of key relationships with individuals at those firms. We believe we have a well diversified multi-channel distribution network to capture a broad share of the distributor and consumer markets for insurance and financial services products.
 
The following table sets forth our annualized first-year premiums and deposits on new policies in our Group, Retirement Services, Income Annuities and Individual segments:
 
Sales for the Year Ended December 31, 2009
by Distribution Channel
 
                                 
    Segment  
          Retirement
    Income
       
Distribution Channel
  Group     Services     Annuities     Individual  
    (In millions)  
 
Financial institutions
  $     $ 1,998.1     $ 95.6     $ 2.2  
Employee benefits brokers/ASOs/TPAs
    91.3                    
Independent agents/BGAs
          230.3       70.2       8.3  
Structured settlements/BOLI
                86.0       2.5  
 
Financial Institutions.  We have agency agreements with 25 key financial institutions, accounting for approximately 19,000 agents and registered representatives in all 50 states and the District of Columbia. We use financial institutions to distribute a significant portion of our fixed and variable annuities, as well as a growing portion of our life insurance policies.
 
One financial institution, JPMorgan Chase & Co., accounted for 34.7% and 45.6% of our total sales for the years ended December 31, 2009 and 2008, respectively, selling primarily fixed annuity products. In September 2008, JPMorgan Chase & Co. (which owns the Chase banking business) acquired the banking operations of Washington Mutual, Inc. Prior to that acquisition, Chase and Washington Mutual each individually accounted for a significant portion of our total sales. We do not believe that the acquisition has negatively affected our distribution relationship with the combined institution.
 
Under our two agreements with Chase Insurance Agency, Inc. (an affiliate of JPMorgan Chase & Co.), Chase acts as a writing agency in distributing certain of our annuity and life insurance products and, with the consent of the policyowner, also acts as servicing agent with regard to those products. In exchange for these services, we pay commissions and service fees to Chase on premiums paid to the Company and we pay trail commissions, which are additional periodic commissions, to Chase based on the value of the policies outstanding. These agreements do not have a fixed term. With respect to future business, one of the agreements is terminable by either party upon 30 days’ written notice to the other party and the other agreement is terminable upon written notice.
 
Employee Benefits Brokers, Administrative Services Only (ASO) carriers, Third Party Administrators (TPA).  We distribute our Group segment products through approximately 2,200 agencies in the employee benefits broker/ASO/TPA channel. This distribution channel is also supported by approximately 30 of our employees located strategically across a nationwide network of 14 regional offices.
 
Independent Agents, Brokerage General Agencies (BGAs).  We distribute life insurance and fixed and deferred annuities through approximately 17,000 independent agents located throughout the United States from approximately 10,200 different agencies. These independent agents market our products and those of other insurance companies.
 
Structured Settlements.  We distribute structured settlements through approximately 570 settlement consultants representing 86 agencies in 50 states and the District of Columbia. We believe our ability to increase sales of structured settlements will depend in part on our ability to achieve a rating upgrade from A.M. Best.


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Marketing
 
We promote and differentiate our products and services through the breadth of our product offerings, technology services, specialized support for our distributors and innovative marketing programs to help distributors grow their business with our products.
 
We have customized our marketing approach to promote our brand to distributors of our products whom we believe have the most influence in our customers’ purchasing decisions. We built our brand among this constituency in three phases: an outreach to our employees to understand and deliver on the brand, an outreach to our independent producers in our sales channels and a prudent consumer outreach. These programs include advertising in trade and business periodicals, consumer advertising with a modest budget leveraged by its ties to our producers, media outreach to both trade and consumer periodicals and community outreach, including partnering with distributors.
 
At the product level, we simplify the sales process so that the recommendation to purchase our product is as easy and seamless as possible. This is accomplished through our product collateral, technology in the sales process and ease of service after the sale.
 
We seek to build recognition of our brand and maintain strong relationships with leading distributors by providing a high level of specialized support, such as product training, sales solutions, and products designed for targeted customers.
 
Reserves
 
Overview
 
We calculate and maintain reserves for estimated future benefit payments to our policyholders and contractholders in accordance with U.S. generally accepted accounting principles (GAAP). We establish reserves at amounts that we expect to be sufficient to satisfy our policy obligations. We release these reserves as those future obligations are extinguished. The reserves we establish necessarily reflect estimates and actuarial assumptions with regard to our future experience. These estimates and actuarial assumptions involve the exercise of significant judgment. Our future financial results depend significantly upon the extent to which our actual future experience is consistent with the assumptions we have used in pricing our products and determining our reserves. Many factors can affect future experience, including economic and social conditions, inflation, healthcare costs, changes in doctrines of legal liability and damage awards in litigation. Therefore, we cannot determine with complete precision the ultimate amounts we will pay for actual future benefits or the timing of those payments.
 
Individual and Group Life Insurance and Group Health Insurance
 
We establish reserves for life insurance policies based upon generally recognized actuarial methods. We use mortality tables in general use in the United States, modified where appropriate to reflect relevant historical experience and our underwriting practices. Persistency, expense and interest rate assumptions are based upon relevant experience and expectations for future development.
 
The liability for policy benefits for universal life insurance and BOLI policies is equal to the balance that accrues to the benefit of policyholders, including credited interest, plus any amount needed to provide for additional benefits. We also establish reserves for amounts that we have deducted from the policyholder’s balance to compensate us for services to be performed in future periods.
 
Our reserves for unpaid group life and health insurance claims, including our stop-loss medical and other lines, are estimates of the ultimate net cost of both reported losses that have not yet been settled and incurred but as yet unreported losses. Reserves for incurred but as yet unreported claims are based upon historic incidence rates, severity rates, reporting delays and any known events that we believe will materially affect claim levels.
 
Reserves for long-term disability income claims are based upon factors including recovery, mortality, expenses, Social Security and other benefit offsets and interest rates. They represent the actuarial present value


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of benefits and associated expenses for current claims, reported claims that have not yet completed and incurred claims that have not yet been reported. Claims on long-term disability income insurance policies consist of payments to be made periodically, generally monthly, in accordance with the contractual terms of the policy.
 
Retirement Services and Income Annuities
 
For our investment contracts, which are primarily deferred annuities, contractholder liabilities are equal to the accumulated contract account values, which generally consist of an accumulation of deposit payments, less withdrawals, plus investment earnings and interest credited to the account, less expense, mortality and product charges, if applicable. We also maintain a separate reserve for any expected future payments in excess of the account value due to the potential death of the contractholder. The reserves were reset to fair value on the date of the Acquisition.
 
Reserves for future policy benefits on our immediate fixed annuity contracts are calculated based upon actuarial assumptions regarding the interest to be earned on the assets underlying the reserves and, if applicable, the annuitant’s life expectancy.
 
Investments
 
In managing our investments, we are focused on disciplined matching of our assets to our liabilities and preservation of principal. Within this framework, we seek to generate appropriate risk-adjusted returns through careful individual security analysis. We seek to reduce and manage credit risk by focusing on capital preservation, fundamental credit analysis, value-oriented security selection and quick action as a security’s outlook changes.
 
Other than our commercial mortgage portfolio, which is managed by our internal commercial mortgage loan department, we have contracted with professional investment advisors to invest our assets. As of December 31, 2009, the majority of our $18,553.7 million (amortized cost) fixed income portfolio was managed by White Mountains Advisors LLC, or WM Advisors, and our $218.5 million equity portfolio was managed by Prospector Partners, LLC, or Prospector.
 
For each of our operating segments and for our unallocated surplus, we separate our investments into one or more distinct portfolios. Our investment strategy for each portfolio is based on the expected cash flow characteristics of the portion of the liabilities of the business segment associated with the portfolio. The strategies are regularly monitored through a review of portfolio metrics, such as effective duration, yield curve sensitivity, convexity, liquidity, asset sector concentration and credit quality.
 
In general, we purchase high quality assets to pursue the following investment strategies for our operating segments:
 
  •      Group.  We invest in short duration fixed income corporate bonds and mortgaged backed securities.
 
  •      Retirement Services.  We invest in short to medium duration fixed income corporate bonds, mortgage backed securities, commercial mortgage loans and a modest amount of below investment grade bonds.
 
  •      Income Annuities.  The Income Annuities segment has liability payments that run well beyond 40 years. The majority of the segment’s portfolio is invested in long duration fixed income corporate bonds, mortgage-backed securities and commercial mortgage loans. In addition, we invest in equities to support a portion of the liability payments due more than 30 years in the future.
 
  •      Individual.  We invest in medium to long duration fixed income corporate bonds, mortgage-backed securities, commercial mortgage loans and a modest amount of below investment grade bonds.
 
  •      Other.  We invest in short to medium duration fixed income assets.


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We are exposed to three primary sources of investment risk:
 
  •      Credit risk — risk relating to the uncertainty associated with the continued ability of a given obligor to make timely payments of principal and interest;
 
  •      Interest rate and credit spread risk — risk relating to the market price and/or cash flow variability associated with changes in market yield curves and credit spreads; and
 
  •      Equity risk — risk relating to adverse fluctuations in a particular common stock.
 
Our ability to manage these risks while generating an appropriate investment return is essential to our business and our profitability.
 
We manage credit risk by analyzing issuers, transaction structures and, for our commercial mortgage portfolio, real estate properties. We use analytic techniques to monitor credit risk. For example, we regularly measure the probability of credit default and estimated loss in the event of such a default, which provides us with early notification of worsening credit. If an issuer downgrade causes our holdings of that issuer to exceed our risk thresholds, we automatically undertake a detailed review of the issuer’s credit. We also manage credit risk through industry and issuer diversification, asset allocation practices and personal recourse. For commercial mortgage loans, we manage credit risk through geographic and product-type diversification and asset allocation. We routinely review different issuers and sectors and conduct more formal quarterly portfolio reviews.
 
We mitigate interest rate and credit spread risk through rigorous management of the relationship between the duration of our assets and the duration of our liabilities, seeking to minimize risk of loss in both rising and falling interest rate and widening credit spread environments.
 
We mitigate equity risk by limiting the size of our equity portfolio to correlate with our exposure to long duration obligations in our Income Annuities segment and the ability of our capital base to absorb downside volatility without creating capital ratio stress and/or constraints on growth. We invest in relatively concentrated positions in the United States and other developed markets. The investments are identified using a bottom-up fundamental analysis and value oriented investment approach.
 
Reinsurance
 
We engage in the industry practice of reinsuring portions of our insurance risk with reinsurance companies through both treaty and facultative reinsurance agreements. We use reinsurance to diversify our risks and manage loss exposures primarily in our Group and Individual segments. The use of reinsurance permits us to write policies in amounts larger than the risk we are willing to retain.
 
We cede insurance primarily on a treaty basis, under which risks are ceded to a reinsurer on specific books of business where the underlying risks meet certain predetermined criteria. To a lesser extent, we cede insurance risks on a facultative basis, under which the reinsurer’s prior approval is required on each risk reinsured. The use of reinsurance does not discharge us, as the insurer, from liability on the insurance ceded. We, as the insurer, are required to pay the full amount of our insurance obligations even in circumstances where we are entitled or able to receive payments from our reinsurer. The principal reinsurers to which we cede risks have A.M. Best financial strength ratings ranging from “A+” to “A−.”


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We had reinsurance recoverables of $276.6 million and $264.2 million as of December 31, 2009 and December 31, 2008, respectively. The following table sets forth our exposure to our principal reinsurers, including reinsurance recoverables as of December 31, 2009, and the A.M. Best ratings of those reinsurers as of that date:
 
                 
    Reinsurance
  A.M. Best
    Recoverable   Rating
    (In millions)
 
RGA Reinsurance Company
  $ 102.4       A +
Transamerica Life Insurance Company
    72.8       A  
UNUM Life Insurance Company of America (UNUM)
    47.4       A
Lincoln National Life Insurance Company
    23.4       A +
 
In the table above, the reinsurance recoverables under our agreements with RGA, UNUM and Lincoln represent our reinsurance exposure to these parties under the reinsurance agreements. The reinsurance recoverable under our agreement with Transamerica represents the assets withheld for our share of the coinsurance agreement.
 
Under most of our reinsurance agreements, we obtain reinsurance to mitigate some or all of the risk of the policies we issue, particularly the risk of substantial loss from death of an individual or catastrophic loss, and in other cases where the reinsurer offers a particular expertise. Some of these agreements are coinsurance arrangements, whereby we only obtain reinsurance for a portion of the risk, and retain the remainder. In some cases, we instead act as a reinsurer (or coinsurer) of another life insurance company.
 
The following is a brief summary of our reinsurance agreements with the parties listed in the table above:
 
  •      RGA Reinsurance Company.  Under our agreements with RGA, RGA reinsures the risk of a large loss on term life insurance and universal life insurance policies. These are typically coinsurance or yearly renewable term arrangements, whereby we cede 50% or more of the claims liability to RGA. Reinsurance premiums are determined according to the amount reinsured with RGA per policy. These agreements do not have a fixed term. Either party can terminate these agreements with respect to future business with 90 days’ written notice to the other party.
 
  •      Transamerica Life Insurance Company.  Under an agreement with Transamerica, we act as their reinsurer with respect to 28.6% of a BOLI policy. BOLI is life insurance purchased by a bank to insure the lives of bank employees, usually officers and other highly compensated employees. BOLI policies are commonly used by banks to fund employee pension plans and benefit plans. Transamerica invests the policy premiums paid by the bank, and manages those investments subject to the terms of the policy. We have assumed 28.6% of the claims liability under this policy, and receive 28.6% of the proceeds generated under the policy. The term of this agreement is perpetual. We are only allowed to terminate this agreement in the event Transamerica fails to pay amounts due to us under this agreement or in the event of fraud, misrepresentation or breach of this agreement by Transamerica.
 
  •      UNUM Life Insurance Company of America.  We cede all of our group long-term disability income, or LTD, and short-term disability income, or STD, claims liability through a reinsurance pool under agreements with the administrator of the pool, Reliance Standard Life Insurance Company, or Reliance, as Managing Agent for each participating reinsurer in the pool and as a participating reinsurer in its own right. The pool of reinsurers and their participation levels may change each agreement year for new claims. Reliance has been the sole pool participant for agreement years 2006 and later. UNUM maintained the highest level of participation for agreement years prior to 2006. On an aggregate basis, UNUM currently reinsures the substantial majority of existing group LTD and STD claims liability. The premium rates are developed (on a policy-by-policy basis) by adding our expense load to the rate that the reinsurer charges for their claims cost and their expenses. When premiums are collected, we retain the portion that


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  represents our expense load and send the remainder to the reinsurer. These agreements do not have a fixed term. Either party can terminate the agreement with respect to future business by providing 90 days’ written notice to the other.
 
  •      Lincoln National Life Insurance Company.  Under our agreements with Lincoln, we primarily cede claims liability under 10-, 15- and 20-year term life insurance policies to Lincoln. These are typically coinsurance arrangements, whereby we cede 50% or more of the claims liability to Lincoln. Reinsurance premiums are determined in proportion to the amount reinsured with Lincoln per policy. These agreements do not have a fixed term. Either party can terminate these agreements with respect to future business upon 90 days’ written notice to the other party.
 
Operations and Technology
 
We have a dedicated team of service and support personnel, as well as our outsourced provider Affiliated Computer Services, or ACS, based in Dallas, Texas, which was acquired by Xerox Corp. in February 2010, that deliver automation solutions to drive competitive advantage, achieve earnings growth objectives and control the cost of doing business. We mainly follow a buy-versus-build approach in providing application and business processing services that accelerate delivery and responsiveness. We also develop proprietary software for competitive or economic benefits.
 
Competition
 
We face significant competition for customers and distributors from insurance and other non-insurance financial services companies, such as banks, broker-dealers and asset managers, in each of our businesses. Our competitors vary by product and distribution channel; however, generally, our life and health insurance products compete with similar products offered by other large and highly rated insurers, and our retirement services and income annuity products compete with those offered by other financial services companies. Many of our insurance products are underwritten annually, resulting in the risk that purchasers may be able to obtain more favorable rates from these competitors than if they were to renew coverage with us. Competition in our operating business segments is based on a number of factors, including:
 
  •      quality of service;
 
  •      product features;
 
  •      price;
 
  •      commissions;
 
  •      ability to purchase attractive assets;
 
  •      diversification of distribution;
 
  •      financial strength ratings;
 
  •      reputation; and
 
  •      name recognition.
 
The relative importance of these factors depends on the particular product and market. We believe that our competitive advantages primarily stem from our distribution network, as well as our strong financial position, diverse business mix, and superior investment management.
 
Financial Strength Ratings
 
Rating organizations continually review the financial performance and condition of most insurers and provide financial strength ratings based on a company’s operating performance and ability to meet obligations to policyholders. Ratings provide both industry participants and insurance consumers meaningful information on specific insurance companies and are an important factor in establishing the competitive position of


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insurance companies. In addition, ratings are important to maintaining public confidence in us and our ability to market our products.
 
Symetra Financial Corporation and our principal life insurance subsidiaries, Symetra Life Insurance Company and First Symetra National Life Insurance Company of New York, are rated by A.M. Best; Standard and Poor’s, or S&P; Moody’s and Fitch as follows as of December 31, 2009:
 
                 
    A.M. Best   S&P   Moody’s   Fitch
 
Financial Strength Ratings
               
Symetra Life Insurance Company
  A   A   A3   A+
First Symetra National Life Insurance Company of New York
  A   A   NR*   A+
Issuer Credit/Default Ratings
               
Symetra Financial Corporation
  bbb+   BBB   Baa3   A−
Symetra Life Insurance Company
  a+   A   NR*   NR*
First Symetra National Life Insurance Company of New York
  a+   A   NR*   NR*
 
 
* “NR” indicates not rated
 
A.M. Best states that its “A” (Excellent) financial strength rating is assigned to those companies that have, in its opinion, an excellent ability to meet their ongoing obligations to policyholders. The “A” (Excellent) is the third highest of 16 ratings assigned by A.M. Best, which range from “A++” to “S.” A.M. Best describes its “a” issuer credit rating for insurers as “excellent,” assigned to those companies that have, in its opinion, a strong ability to meet the terms of their ongoing senior financial obligations. Its “bbb” issuer credit rating is described as “good,” assigned to those companies that have, in its opinion, an adequate ability to meet the terms of their obligations but are more susceptible to changes in economic or other conditions. A.M. Best issuer credit ratings range from “aaa” (exceptional) to “rs” (regulatory supervision/liquidation) and may be enhanced with a “+” (plus) or “-” (minus) to indicate whether credit quality is near the top or bottom of a category.
 
Symetra Life Insurance Company and First Symetra National Life Insurance Company of New York’s Financial Size Category, or FSC, rankings, as determined by A.M. Best, are both XIII, the third highest of 15. A.M. Best indicates that the FSC is designed to provide an indicator of the size of a company in terms of its statutory surplus and related accounts.
 
Standard & Poor’s states that an insurer with a financial strength rating of “A” (Strong) has strong financial security characteristics that outweigh any vulnerabilities, and is highly likely to have the ability to meet financial commitments, but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings. The “A” range is the third highest of the four ratings ranges that meet these criteria, and also is the third highest of nine financial strength ratings ranges assigned by S&P, which range from “AAA” to “R.” A plus (+) or minus (-) shows relative standing in a rating category. Accordingly, the “A” rating is the sixth highest of S&P’s 21 ratings categories. S&P describes companies assigned an “A” issuer credit rating as having a strong capacity to meet financial commitments, but somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than higher-rated companies. Companies assigned a “BBB” issuer credit rating have adequate capacity to meet financial commitments, but adverse economic conditions are more likely to lead to a weakened capacity to meet such commitments. S&P issuer credit ratings range from “AAA” to “D,” indicating default.
 
Moody’s Investors Service states that insurance companies rated “A3” (Good) offer good financial security. However, elements may be present that suggest a susceptibility to impairment sometime in the future. The “A” range is the third highest of nine financial strength rating ranges assigned by Moody’s which range from “Aaa” to “C.” Numeric modifiers are used to refer to the ranking within the group, with “1” being the highest and “3” being the lowest. Accordingly, the “A3” rating is the seventh highest of Moody’s 21 ratings


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categories. Moody’s credit rating is assigned to our senior debt. A rating of “Baa” is defined as subject to moderate credit risk, considered medium-grade, and may possess certain speculative characteristics.
 
Fitch states that insurance companies with a financial strength rating of “A+” (Strong) are viewed as possessing strong capacity to meet policyholder and contract obligations. Risk factors are moderate, and the impact of any adverse business and economic factors is expected to be small. The “A” rating category is the third highest of eight financial strength categories, which range from “AAA” to “D.” The symbol (+) or (-) may be appended to a rating to indicate the relative position of a credit within a rating category. These suffixes are not added to ratings in the “AAA” category or to ratings below the “CCC” category. Accordingly, the “A+” rating is the fifth highest of Fitch’s 24 financial strength ratings categories. Fitch describes its “A−” issuer default rating as “high credit quality,” which denotes an expectation of low default risk, but may be more vulnerable to adverse business or economic conditions than higher ratings. Fitch issuer default ratings range from “AAA” (highest credit quality) to “D” (default).
 
A.M. Best, S&P, Moody’s and Fitch review their ratings periodically and we cannot assure you that we will maintain our current ratings in the future. Other agencies may rate Symetra or our insurance subsidiaries on a solicited or unsolicited basis.
 
The A.M. Best, S&P, Moody’s and Fitch ratings included are not designed to be, and do not serve as, measures of protection or valuation offered to investors. These ratings should not be relied on with respect to making an investment in our securities.
 
Regulation
 
Our insurance operations are subject to a wide variety of laws and regulations. State insurance laws regulate most aspects of our insurance businesses, and our insurance subsidiaries are regulated by the insurance departments of the states in which they are domiciled and licensed. Our insurance products and thus our businesses also are affected by U.S. federal, state and local tax laws. Insurance products that constitute “securities,” such as variable annuities and variable life insurance, also are subject to federal and state securities laws and regulations. The Securities and Exchange Commission, or SEC, the Financial Industry Regulatory Authority, or FINRA, and state securities authorities regulate these products.
 
Our broker-dealers are subject to federal and state securities and related laws. The SEC, FINRA and state securities authorities are the principal regulators of these operations.
 
The purpose of the laws and regulations affecting our insurance and securities businesses is primarily to protect our customers and not our noteholders or stockholders. Many of the laws and regulations to which we are subject are regularly re-examined, and existing or future laws and regulations may become more restrictive or otherwise adversely affect our operations.
 
In addition, insurance and securities regulatory authorities increasingly make inquiries regarding compliance by us and our subsidiaries with insurance, securities and other laws and regulations regarding the conduct of our insurance and securities businesses. We cooperate with such inquiries and take corrective action when warranted.
 
Many of our customers and agents also operate in regulated environments. Changes in the regulations that affect their operations also may affect our business relationships with them and their ability to purchase or to distribute our products.
 
Insurance Regulation
 
Our insurance subsidiaries are licensed and regulated in all states in which they conduct insurance business. The extent of this regulation varies, but most states have laws and regulations governing the financial condition of insurers, including standards of solvency, types and concentration of investments, establishment and maintenance of reserves, credit for reinsurance and requirements of capital adequacy, and the business conduct of insurers, including marketing and sales practices and claims handling. In addition, statutes and regulations usually require the licensing of insurers and their agents, the approval of policy forms and related


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materials and the approval of rates for certain lines of insurance. The types of insurance laws and regulations applicable to us or our insurance subsidiaries are described below.
 
Insurance Holding Company Regulation
 
All states in which our insurance subsidiaries conduct insurance business have enacted legislation that requires each insurance company in a holding company system, except captive insurance companies, to register with the insurance regulatory authority of its state of domicile and to furnish that regulatory authority financial and other information concerning the operations of, and the interrelationships and transactions among, companies within its holding company system that may materially affect the operations, management or financial condition of the insurers within the system. These laws and regulations also regulate transactions between insurance companies and their parents and affiliates. Generally, these laws and regulations require that all transactions within a holding company system between an insurer and its affiliates be fair and reasonable and that the insurer’s statutory surplus following any transaction with an affiliate be both reasonable in relation to its outstanding liabilities and adequate in relation to its financial needs. Statutory surplus is the excess of admitted assets over statutory liabilities. For certain types of agreements and transactions between an insurer and its affiliates, these laws and regulations require prior notification to, and non-disapproval or approval by, the insurance regulatory authority of the insurer’s state of domicile.
 
Policy Forms
 
Our insurance subsidiaries’ policy forms are subject to regulation in every state in which such subsidiaries are licensed to transact insurance business. In most states, policy forms must be filed prior to their use.
 
Dividend Limitations
 
As a holding company with no significant business operations of its own, Symetra depends on dividends or other distributions from its subsidiaries as the principal source of cash to meet its obligations, including the payment of interest on and repayment of principal of any debt obligations and payment of dividends to stockholders and stock repurchases. The payment of dividends or other distributions to Symetra by its insurance subsidiaries is regulated by the insurance laws and regulations of their respective states of domicile. In the state of Washington, the state of domicile of Symetra’s principal insurance subsidiary, Symetra Life Insurance Company, an insurance company subsidiary may not pay an “extraordinary” dividend or distribution until 30 days after the insurance commissioner has received sufficient notice of the intended payment and has not objected or has approved the payment within the 30-day period. An “extraordinary” dividend or distribution is defined under Washington law as a dividend or distribution that, together with other dividends and distributions made within the preceding twelve months, exceeds the greater of:
 
  •      10% of the insurer’s statutory surplus as of the immediately prior year end; or
 
  •      the statutory net gain from the insurer’s operations for the prior year.
 
State laws and regulations also prohibit an insurer from declaring or paying a dividend except out of its statutory surplus or require the insurer to obtain regulatory approval before it may do so. In addition, insurance regulators may prohibit the payment of ordinary dividends or other payments by our insurance subsidiaries to Symetra (such as a payment under a tax sharing agreement or for employee or other services) if they determine that such payment could be adverse to our policyholders or contractholders.
 
Market Conduct Regulation
 
The laws and regulations of U.S. jurisdictions include numerous provisions governing the marketplace activities of insurers, including provisions governing the form and content of disclosure to consumers, product illustrations, advertising, product replacement, suitability, sales and underwriting practices, complaint handling and claims handling. State jurisdictions generally enforce these provisions through periodic market conduct examinations.


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Statutory Examinations
 
As part of their regulatory oversight process, state insurance departments conduct periodic detailed examinations of the books, records, accounts and business practices of insurers domiciled in their jurisdictions. These examinations generally are conducted in cooperation with the insurance departments of several other states under guidelines promulgated by the National Association of Insurance Commissioners, or NAIC. In the three-year period ended December 31, 2009, we have not received any material adverse findings resulting from any insurance department examinations of our insurance subsidiaries.
 
Guaranty Associations and Similar Arrangements
 
Most states require life insurers licensed to write insurance within the state to participate in guaranty associations, which are organized to pay contractual benefits owed pursuant to insurance policies of insurers who become impaired or insolvent. These associations levy assessments, up to prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets.
 
We had net aggregate assessments (refunds) levied against (or received) by our insurance subsidiaries totaling $(1.6) million, $0.1 million and $0.2 million for the years ended December 31, 2009, 2008 and 2007, respectively. Included in the net amount above are refunds totaling $2.3 million received during the year ended December 31, 2009, primarily from one state related to assessments we paid prior to 1998. Although the amount and timing of future assessments are not predictable, we have established reserves for guaranty fund assessments that we consider adequate for assessments with respect to insurers that currently are subject to insolvency proceedings. On an annual basis in the fourth quarter, the National Organization of Life and Health Guaranty Associations provides information pertaining to estimated future assessments for insolvencies payable by us to various state guaranty fund associations. As a result, we increased our estimated guaranty fund liability by $4.6 million and increased the related premium tax offset asset by $2.6 million as of December 31, 2009.
 
Change of Control
 
The laws and regulations of the states in which our insurance subsidiaries are domiciled require that a person obtain the approval of the insurance commissioner of the insurance company’s jurisdiction of domicile prior to acquiring control of the insurer. Generally, such laws provide that control over an insurer is presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing 10% or more of the voting securities of the insurer. In considering an application to acquire control of an insurer, the insurance commissioner generally will consider such factors as the experience, competence and financial strength of the applicant, the integrity of the applicant’s board of directors and executive officers, the acquiror’s plans for the management and operation of the insurer, and any anticompetitive results that may arise from the acquisition. In addition, a person seeking to acquire control of an insurance company is required in some states to make filings prior to completing an acquisition if the acquirer and the target insurance company and their affiliates have sufficiently large market shares in particular lines of insurance in those states. Approval of an acquisition may not be required in these states, but the state insurance departments could take action to impose conditions on an acquisition that could delay or prevent its consummation. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change of control involving us, including through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable.
 
Policy and Contract Reserve Sufficiency Analysis
 
Under the laws and regulations of their states of domicile, our life insurance subsidiaries are required to conduct annual analyses of the sufficiency of their life and health insurance and annuity statutory reserves. In addition, other jurisdictions in which these subsidiaries are licensed may have certain reserve requirements that differ from those of their domiciliary jurisdictions. In each case, a qualified actuary must submit an


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opinion that states that the aggregate statutory reserves, when considered in light of the assets held with respect to such reserves, make good and sufficient provision for the associated contractual obligations and related expenses of the insurer. If such an opinion cannot be provided, the affected insurer must set up additional reserves by moving funds from surplus. Our life insurance subsidiaries submit these opinions annually to applicable insurance regulatory authorities.
 
Surplus and Capital Requirements
 
Insurance regulators have the discretionary authority, in connection with the ongoing licensing of our insurance subsidiaries, to limit or prohibit the ability of an insurer to issue new policies if, in the regulators’ judgment, the insurer is not maintaining a minimum amount of surplus or is in hazardous financial condition. Insurance regulators may also limit the ability of an insurer to issue new life insurance policies and annuity contracts above an amount based upon the face amount and premiums of policies of a similar type issued in the prior year. We do not believe that the current or anticipated levels of statutory surplus of our insurance subsidiaries present a material risk that any such regulator would limit the amount of new policies that our insurance subsidiaries may issue.
 
Risk-based Capital
 
The NAIC has established risk-based capital standards for life insurance companies as well as a model act with the intention that these standards be applied at the state level. The model act provides that life insurance companies must submit an annual risk-based capital report to state regulators reporting their risk-based capital based upon four categories of risk: asset risk, insurance risk, interest rate risk and business risk. For each category, the capital requirement is determined by applying factors to various asset, premium and reserve items, with the factor being higher for those items with greater underlying risk and lower for less risky items. The formula is intended to be used by insurance regulators as an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action.
 
If an insurer’s risk-based capital falls below specified levels, the insurer would be subject to different degrees of regulatory action depending upon the level. These actions range from requiring the insurer to propose actions to correct the capital deficiency to placing the insurer under regulatory control. As of December 31, 2009, the risk-based capital of each of our life insurance subsidiaries exceeded the level of risk-based capital that would require any of them to take or become subject to any corrective action. As of December 31, 2009, Symetra Life Insurance Company had a risk-based capital ratio of 413%.
 
Statutory Accounting Principles
 
Statutory accounting principles, or SAP, is a basis of accounting developed by state insurance regulators to monitor and regulate the solvency of insurance companies. In developing SAP, insurance regulators were primarily concerned with assuring an insurer’s ability to pay all its current and future obligations to policyholders. As a result, statutory accounting focuses on conservatively valuing the assets and liabilities of insurers, generally in accordance with standards specified by the insurer’s domiciliary state. Uniform statutory accounting practices are established by the NAIC and generally adopted by regulators in the various states. These accounting principles and related regulations determine, among other things, the amounts our insurance subsidiaries may pay to us as dividends. The values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP are usually different from those reflected in financial statements prepared under SAP.
 
Regulation of Investments
 
Each of our insurance subsidiaries is subject to laws and regulations that require diversification of its investment portfolio and limit the amount of investments in certain asset categories, such as below investment grade fixed maturities, real estate, equity investments and derivatives. Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as non-admitted assets for purposes of measuring surplus, and, in some instances, would require divestiture of such non-complying


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investments. We believe the investments held by our insurance subsidiaries comply with these laws and regulations.
 
Federal Regulation
 
Our variable life insurance and variable annuity products generally are “securities” within the meaning of federal and state securities laws. As a result, they are registered under the Securities Act of 1933 (or are exempt from registration) and are subject to regulation by the SEC, FINRA and state securities authorities. Federal and state securities regulation similar to that discussed below under “— Other Laws and Regulations — Securities Regulation” affect investment advice, sales and related activities with respect to these products.
 
Although the federal government does not comprehensively regulate the business of insurance, federal legislation and administrative policies in several other areas, including taxation, privacy regulation, financial services regulation and pension and welfare benefits regulation, can also significantly affect the insurance industry.
 
From time to time, federal measures are proposed that may significantly affect the insurance business, including direct federal regulation of insurance through an optional federal charter, enhanced federal oversight of insurance through a Federal Insurance Office, comprehensive health care reform, limitations on antitrust immunity, tax incentives for lifetime annuity payouts, simplification bills affecting tax-advantaged or tax exempt savings and retirement vehicles, and proposals to modify or make permanent the estate tax repeal enacted in 2001. We cannot predict whether these or other proposals will be adopted, or what impact, if any, such proposals may have on our business.
 
Changes in Tax Laws
 
Congress, from time to time, considers legislation that could make our products less attractive to consumers, including legislation that would reduce or eliminate the benefits derived from the tax advantages within life insurance and annuity products.
 
In addition, changes in tax laws could increase our tax liability or increase our reporting obligations. For example, in February 2010, President Obama released additional information about the tax proposals contained in his Fiscal Year 2011 Budget (the “Budget”). There are several proposals included in the Budget that are significant for life insurance companies. Those proposals include modifying the dividends-received deduction for life insurance company separate accounts; requiring information reporting for private separate accounts of life insurance companies; imposing new reporting requirements and transfer-for-value rules on purchasers of certain life insurance contracts; expanding the interest expense disallowance for corporate-owned life insurance; requiring information reporting on payments to corporations; and increasing information return penalties. These proposals not only could increase our tax liabilities but also could reduce the attractiveness of certain products we sell. These proposals may not be enacted or may be modified by Congress prior to enactment.
 
Furthermore, the federal estate tax has been repealed as of 2010. This extraordinary situation is currently scheduled to last only during 2010, while in 2011 it reverts back to pre-2001 rules. This situation may or may not continue as Congress could adopt legislation retroactively reinstating the estate tax. The repeal of and continuing uncertainty regarding the federal estate tax may adversely affect sales and surrenders of some of our estate planning products.
 
Other Laws and Regulations
 
Securities Regulation
 
Certain of our subsidiaries and certain policies and contracts offered by them are subject to various levels of regulation under the federal securities laws administered by the SEC. One of our subsidiaries is an investment advisor registered under the Investment Advisers Act of 1940. Certain of its employees are licensed as investment advisory representatives in the states where those employees have clients. Some of our insurance


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company separate accounts are registered under the Investment Company Act of 1940. Some annuity contracts and insurance policies issued by some of our subsidiaries are funded by separate accounts, the interests in which are registered under the Securities Act of 1933 and the Investment Company Act of 1940. Certain of our subsidiaries are registered and regulated as broker-dealers under the Securities Exchange Act of 1934 and are members of, and subject to regulation by, the FINRA, as well as by various state and local regulators. The registered representatives of our broker-dealers are also regulated by the SEC and FINRA and are also subject to applicable state and local laws.
 
These laws and regulations are primarily intended to protect investors in the securities markets and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of business for failure to comply with such laws and regulations. In such event, the possible sanctions that may be imposed include suspension of individual employees, suspension or limitation of sales of our products, limitations on the activities in which the investment adviser or broker-dealer may engage, suspension or revocation of the investment adviser or broker-dealer registration, censure or fines. We may also be subject to similar laws and regulations in the states in which we provide investment advisory services, offer the products described above, or conduct other securities-related activities.
 
Certain of our subsidiaries also sponsor and manage investment vehicles and issue annuities that rely on certain exemptions from registration under the Investment Company Act of 1940 and the Securities Act of 1933. Nevertheless, certain provisions of the Investment Company Act of 1940 and the Securities Act of 1933 apply to these investment vehicles and the securities issued by such vehicles. The Investment Company Act of 1940, the Investment Advisers Act of 1940 and the Securities Act of 1933, including the rules promulgated thereunder, are subject to change which may affect our subsidiaries that sponsor and manage such investment vehicles. Our costs may increase or we may exit markets to the extent certain of our vehicles and annuities are required to comply with increased regulation and liability under the securities laws.
 
ERISA and Internal Revenue Code Considerations
 
We provide certain products and services to certain employee benefits plans that are subject to ERISA or the Internal Revenue Code. As such, our activities are subject to the restrictions imposed by ERISA and the Internal Revenue Code, including the requirement under ERISA that fiduciaries must perform their duties solely in the interests of ERISA plan participants and beneficiaries and the requirement under ERISA and the Internal Revenue Code that fiduciaries may not cause a covered plan to engage in certain prohibited transactions with persons who have certain relationships with respect to such plans. The applicable provisions of ERISA and the Internal Revenue Code are subject to enforcement by the U.S. Department of Labor, the IRS and the Pension Benefit Guaranty Corporation.
 
USA Patriot Act
 
The USA Patriot Act of 2001, or the Patriot Act, which was renewed for an additional four years in 2006, contains anti-money laundering and financial transparency laws and mandates the implementation of various new regulations applicable to broker-dealers and other financial services companies including insurance companies. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. The increased obligations of financial institutions to identify their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies, and share information with other financial institutions, require the implementation and maintenance of internal practices, procedures and controls. We believe that we have implemented, and that we maintain, appropriate internal practices, procedures and controls to enable us to comply with the provisions of the Patriot Act.
 
Privacy of Consumer Information
 
U.S. federal and state laws and regulations require financial institutions, including insurance companies, to protect the security and confidentiality of consumer financial information and to notify consumers about their policies and practices relating to their collection and disclosure of consumer information and their


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policies relating to protecting the security and confidentiality of that information. Similarly, federal and state laws and regulations also govern the disclosure and security of consumer health information. In particular, regulations promulgated by the U.S. Department of Health and Human Services regulate the disclosure and use of protected health information by health insurers and others, the physical and procedural safeguards employed to protect the security of that information and the electronic transmission of such information. Congress and state legislatures are expected to consider additional legislation relating to privacy and other aspects of consumer information.
 
Employees
 
As of December 31, 2009, we had approximately 1,100 full-time and part-time employees. We believe our employee relations are satisfactory. To the best of our knowledge, none of our employees is subject to a collective bargaining agreement.
 
Available Information
 
Symetra’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports will be available free of charge on Symetra’s website at www.symetra.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. Additionally, copies of Symetra’s annual report will be made available, free of charge, upon written request.
 
Item 1A.   Risk Factors
 
Risks Related to Our Business
 
Markets in the United States and elsewhere have experienced extreme and unprecedented volatility and disruption, with adverse consequences to our liquidity, access to capital and cost of capital. Market conditions such as we have experienced since the second half of 2007 may significantly affect our ability to meet liquidity needs, including capital that may be required by our subsidiaries. We may seek additional debt or equity capital but be unable to obtain such capital.
 
We need liquidity to pay our policyholder benefits, operating expenses, interest on our debt and dividends on our capital stock, and to pay down or replace certain debt obligations as they mature. Without sufficient liquidity, we could be forced to curtail our operations, and our business could suffer. The principal sources of our liquidity are premiums earned on group life, health and individual insurance products, annuity considerations, deposit funds and cash flow from our investment portfolio and assets, consisting mainly of cash or assets that are generally readily convertible into cash. Sources of liquidity in normal markets also include a variety of short- and long-term instruments, including long-term debt and capital securities.
 
Disruptions, uncertainty or volatility in the financial markets may limit our access to capital required to operate our business and maintain desired financial ratios. These market conditions may limit our ability to access the capital necessary to grow our business in a timely manner, replace capital withdrawn by customers or raise new capital required by our subsidiaries as a result of volatility in the markets. As a result, we may be forced to delay raising capital, bear an unattractive cost of capital or be unable to raise capital at any price, which could decrease our profitability and significantly reduce our financial flexibility. Actions we might take to access financing may in turn cause rating agencies to reevaluate our ratings. Future deterioration of our capital position at a time when we are unable to access the long-term debt market could have a material adverse effect on our liquidity. Our internal sources of liquidity may prove to be insufficient.
 
Disruptions in the capital markets could adversely affect our ability to access sources of liquidity, as well as threaten to reduce our capital below a level that is consistent with our existing objectives. If this occurs, we may need to:
 
  •      further access external sources of capital, including the debt or equity markets;
 
  •      reduce or eliminate future stockholder dividends of our common stock;


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  •      utilize unused borrowings for general corporate purposes;
 
  •      undertake additional capital management activities, including reinsurance transactions;
 
  •      limit or curtail sales of certain products and/or restructure existing products;
 
  •      undertake asset sales or internal asset transfers; and
 
  •      seek temporary or permanent changes to regulatory rules.
 
Certain of these actions may require regulatory approval and/or the approval of counterparties which are outside of our control or have economic costs associated with them.
 
We rely on our revolving credit facility as a potential source of liquidity which could be critical in enabling us to meet our obligations as they come due, particularly during periods when alternative sources of liquidity are limited. Our ability to borrow under this facility is conditioned on our satisfaction of covenants and other requirements contained in the facility, see Note 12 to the accompanying audited consolidated financial statements. Our failure to satisfy these covenants and other requirements would restrict our access to the facility when needed and, consequently, could have a material adverse effect on our financial condition and results of operations.
 
Difficult conditions in the credit and equity markets, and in the economy generally, have adversely affected and may continue to adversely affect our business and results of operations.
 
Conditions in the global capital markets and the economy generally, both in the United States and elsewhere around the world, have adversely affected our results of operations. The stress experienced by global capital markets that began in the second half of 2007 continued and substantially increased during the fourth quarter of 2008 and early 2009. While the latter half of 2009 brought some turnaround in the capital markets, concerns about the availability and cost of credit, inflation, the U.S. mortgage market, the stability of banks and other financial institutions, and a declining real estate market in the United States continue and contribute to heightened market volatility and dampen expectations for the economy and the markets going forward. These factors, combined with declining business and consumer confidence, increased unemployment and volatile oil prices, precipitated a sustained recession.
 
In particular, the credit, financial and economic crisis has had, or may have in the future, the following effects on our business and results of operations:
 
  •      less supply of appropriate investments available for purchase to support our liabilities, therefore leading to higher cash balances yielding less than the credited rates to our customers. During 2009, we carried higher cash balances, which have reduced our net investment income, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Current Outlook”;
 
  •      significant losses in our investment portfolio, which have had an adverse effect on our stockholders’ equity, statutory capital and net income. Net realized investment losses before taxes were $29.3 million through December 31, 2009 and $158.0 million in 2008, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments”;
 
  •      impairment of key business partners, including distribution partners and reinsurers (for example, in 2008, one of our largest distributors was acquired by another bank);
 
  •      reduced demand for certain financial and insurance products due to financial hardships experienced by consumers and concern about the stability of the financial services industry (for example, industry variable annuity sales declined in late 2008 and early 2009);
 
  •      reduced demand for our insurance products and other related products and services in our group employer health insurance as employers have fewer employees requiring insurance coverage due to rising unemployment levels;


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  •      an elevated incidence of claims, lapses or surrenders of policies, as some of our policyholders have chosen or may choose to defer or stop paying insurance premiums altogether, particularly in our Individual segment;
 
  •      increased scrutiny of our business and financial strength by ratings agencies (including negative ratings actions), regulators, agents who sell our products and other potential business partners (for example, in 2009, we were downgraded by Moody’s and had our outlook changed to negative by Standard & Poor’s); and
 
  •      increased utilization of health benefits by some insureds who may anticipate unemployment or loss of benefits.
 
In addition, general inflationary pressures may affect medical costs, increasing the costs of paying claims.
 
Our investment portfolio is subject to various risks that may diminish the value of our invested assets, reduce investment returns and erode capital.
 
The performance of our investment portfolio depends in part upon the level of and changes in interest rates and credit spreads, the overall performance of the economy, the creditworthiness of the specific obligors included in our portfolio, equity prices, liquidity and other factors, some of which are beyond our control. These factors could materially affect our investment results in any period and had an adverse impact on our investment results in 2008 and 2009. In addition, given our reliance on external investment advisors, we could also be exposed to operational risks that may include, but are not limited to, a failure to follow our investment guidelines, technological and staffing deficiencies and inadequate disaster recovery plans.
 
Interest rate and credit spread risk
 
Fluctuations in interest rates and credit spreads can negatively affect the returns on our fixed maturity and short-term investments and can cause unrealized losses or reduce unrealized gains in our investment portfolios. Interest rates and credit spreads are highly sensitive to many factors, including governmental monetary policies, general investor sentiment, domestic and international economic and political conditions and other factors beyond our control.
 
The fair value of the fixed maturities in our portfolio and the investment income from these securities fluctuate depending on general economic and market conditions. The fair value generally increases or decreases in an inverse relationship with fluctuations in interest rates and credit spreads, while net investment income realized by us from future investments in fixed maturity securities will generally increase or decrease in step with interest rates and credit spreads. In addition, actual net investment income or cash flows from investments that carry prepayment risk, such as mortgage-backed and certain other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations. In periods of declining interest rates, mortgage prepayments generally increase and mortgage-backed securities, commercial mortgage obligations and other bonds in our investment portfolio are more likely to be prepaid or redeemed as borrowers seek to borrow at lower interest rates, and we may be required to reinvest those funds in lower interest-bearing investments.
 
Because substantially all of our fixed maturities are classified as available-for-sale, changes in the fair value of these securities as described above are reflected as a component of comprehensive income. However, U.S. GAAP does not require similar fair value accounting treatment for the insurance liabilities that the fixed maturities support. Therefore, changes in the fair value of our fixed maturities caused by interest rate fluctuations are not offset in whole or in part by similar adjustments to the fair value of our insurance liabilities on the balance sheet.


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In an attempt to mitigate these risks, we employ asset/liability matching strategies to reduce the adverse effects of interest rate volatility and to ensure that cash flows are available to pay claims as they become due. Our asset/liability matching strategies include:
 
  •      matching asset and liability cash flows;
 
  •      asset/liability duration management;
 
  •      structuring our fixed maturities and commercial mortgage loan portfolios to limit the effects of prepayments; and
 
  •      consistent monitoring of, and making appropriate changes to, the pricing of our products.
 
However, because these strategies may fail to eliminate or reduce the adverse effects of interest rate and credit spread volatility, significant fluctuations in the level of interest rates and credit spreads may have a material adverse effect on our financial condition, results of operations and cash flows.
 
Credit risk
 
From time to time, issuers of the fixed maturities that we own may default on principal and interest payments. Defaults by third parties in the payment or performance of their obligations could reduce our investment income and realized investment gains or result in realized investment losses. Further, the value of any particular fixed maturity security is subject to impairment based on the creditworthiness of a given issuer. Our fixed maturities portfolio also includes below investment grade securities, which generally provide higher expected returns but present greater risk and can be less liquid than investment grade securities. Further, an issuer’s inability to refinance or pay off debt could cause certain of our investment-grade maturities to present more significant credit risk than when we first invested. In addition, private equity buyouts could cause certain of our investment-grade fixed maturities to present more significant credit risk than when we first invested. As of December 31, 2009 and 2008, our fixed maturities portfolio was $18.6 billion and $14.9 billion, respectively. A significant increase in defaults and impairments on our fixed maturities portfolio could materially adversely affect our financial condition, results of operations and cash flows. For the years ended December 31, 2009, 2008 and 2007, we had total impairments of $86.5 million, $86.4 million and $16.2 million, respectively. For further information on our fixed maturities portfolio and credit-related impairments, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments.”
 
Issuers of the fixed maturities that we own may experience threats and performance deterioration that trigger rating agency downgrades. Although the issuers may not have defaulted on principal and interest payments with respect to these securities, we may be required by regulators and rating agencies to hold more capital in support of these investments. We could experience higher cost of capital and potential constraints on our ability to grow our business and maintain our own ratings.
 
Liquidity risk
 
Our investments in privately placed fixed maturities, mortgage loans, policy loans and limited partnership interests, which collectively represented 11% of total invested assets as of December 31, 2009, are relatively illiquid as compared to publicly traded fixed maturities and equities. If we require significant amounts of cash on short notice in excess of our normal cash requirements, we may have difficulty selling these investments in a timely manner, be forced to sell them for less than we otherwise would have been able to realize, or both.
 
A downgrade or a potential downgrade in our financial strength ratings could result in a loss of business.
 
Financial strength ratings, which various ratings organizations publish as measures of an insurance company’s ability to meet contractholder and policyholder obligations, are important to maintaining public confidence in our company and our products, the ability to market our products and our competitive position. Our principal life insurance company subsidiaries, Symetra Life Insurance Company and First Symetra


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National Life Insurance Company of New York, have financial strength ratings of “A” (“Excellent,” third highest of 16 ratings) with a stable outlook from A.M. Best, “A” (“Strong,” sixth highest of 21 ratings) with a negative outlook from Standard & Poor’s, or S&P and “A+” (“Strong,” fifth highest of 24 ratings) with a negative outlook from Fitch. Moody’s Investors Service, Inc. rates Symetra Life Insurance Company as “A3” (“Good,” seventh highest of 21 ratings) with a stable outlook. Moody’s does not rate First Symetra National Life Insurance Company of New York.
 
A downgrade in our financial strength ratings, or the announced potential for a downgrade, could have an adverse effect on our financial condition, results of operations and cash flows in several ways, including:
 
  •      reducing new sales of insurance products, annuities and other investment products;
 
  •      limiting our ability to offer structured settlement products;
 
  •      increasing our cost of capital;
 
  •      adversely affecting our relationships with independent sales intermediaries and our dedicated sales specialists;
 
  •      materially increasing the number or amount of policy surrenders and withdrawals by contractholders and policyholders;
 
  •      requiring us to reduce prices for many of our products and services to remain competitive; and
 
  •      adversely affecting our ability to obtain reinsurance or obtain reasonable pricing on reinsurance.
 
Defaults or volatility of performance in our commercial mortgage loans may adversely affect our profitability.
 
Our mortgage loans, which are collateralized by commercial properties, are subject to default risk. The carrying value of commercial mortgage loans is stated at outstanding principal less a valuation allowance. Our allowance provides for the risk of credit loss. The allowance includes a portfolio reserve for probable incurred but not specifically identified losses and loan specific reserves for non-performing loans. As of December 31, 2008, no mortgage loans were considered non-performing and only one mortgage loan was non-performing as of December 31, 2009. The performance of our mortgage loan portfolio, however, may decline in the future. In addition, substantially all of our loans have balloon payment maturities. An increase in the default rate of our mortgage loan investments, caused by current or worsening economic conditions or otherwise, could have a material adverse effect on our business, results of operations and financial condition.
 
Further, any geographic concentration of our commercial mortgage loans may have adverse effects on our loan portfolio and, consequently, on our consolidated results of operations or financial condition. While we seek to mitigate this risk by having a broadly diversified portfolio, events or developments that have a negative effect on any particular geographic region or sector may have a greater adverse effect on our loan portfolio. As of December 31, 2009, approximately 28.6% of our commercial mortgage loans were located in California, 18.5% were located in Washington and 10.4% were located in Texas.
 
For additional information on our mortgage loan portfolio, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments — Mortgage Loans.”
 
Gross unrealized losses on fixed maturity and equity securities may be realized or result in future impairments, resulting in a reduction in our net income.
 
Fixed maturity and equity securities classified as available-for-sale are reported at their estimated fair value. Unrealized gains or losses on available-for-sale securities are recognized as a component of AOCI and are, therefore, excluded from net income. Our gross unrealized losses on available-for-sale fixed maturity and equity securities as of December 31, 2009 were $626.4 million. The portion of the gross unrealized losses for fixed maturity and equity securities where the estimated fair value has declined and remained below amortized cost or cost by 20% or more for six months or greater was $245.4 million as of December 31, 2009. The


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accumulated change in estimated fair value of these available-for-sale securities is recognized in net income when the gain or loss is realized upon the sale of the security or in the event that the decline in estimated fair value is determined to be other-than-temporary and an impairment charge is taken. Realized losses or impairments may have a material adverse affect on our net income in a particular quarterly or annual period.
 
Fluctuations in interest rates and interest rate spreads could adversely affect our financial condition, results of operations and cash flows.
 
Certain of our insurance and investment products, such as fixed annuities and universal life insurance, are sensitive to interest rate fluctuations and expose us to the risk that falling interest rates will reduce the “spread,” or the difference between the returns we earn on the investments that support our obligations under these products and the amounts that we must credit to policyholders and contractholders. This risk is exacerbated due to the existence of guaranteed minimum crediting rates established by our contracts and regulatory authorities and restrictions on the timing and frequency with which we can adjust our crediting rates. Accordingly, falling interest rates could have an adverse effect on our financial condition, results of operations and cash flows. Additionally, we may see interest rate fluctuations due to potential future inflation resulting from economic stimulus spending.
 
Our interest rate spreads and associated investment margins related to these spreads vary by product as follows:
 
  •      The interest rate spread on our Retirement Services segment’s fixed deferred annuity products was 1.81%, 1.67% and 1.68% for the years ended December 31, 2009, 2008 and 2007, respectively, which yielded investment margins of $137.0 million, $89.8 million and $84.3 million, respectively.
 
  •      The interest rate spread on our Income Annuities segment’s products was 0.53%, 0.59% and 0.60% for the years ended December 31, 2009, 2008 and 2007, respectively, which yielded investment margins of $38.4 million, $39.2 million and $43.0 million, respectively.
 
  •      The interest rate spread on our Individual segment’s universal life insurance products was 1.20%, 1.14% and 1.23% for the years ended December 31, 2009, 2008 and 2007, respectively, which yielded investment margins of $10.2 million, $10.2 million and $10.2 million, respectively.
 
During periods of rising interest rates, we may determine to offer higher crediting rates on new sales of interest-sensitive products and to increase crediting rates on existing in force products, in each case in order to maintain or enhance product competitiveness. In addition, periods of rising interest rates may cause increased policy surrenders, withdrawals and requests for policy loans as policyholders and contractholders allocate their assets into higher yielding investments. Increases in crediting rates, as well as surrenders and withdrawals, could have an adverse effect on our financial condition, results of operations and cash flows.
 
We calculate reserves for long-term disability income and life waiver of premium claims using net present value calculations based on the actual interest rates in effect at the time claims are funded, as well as our expectations for future interest rates. Waiver of premium refers to a provision in a life insurance policy pursuant to which an insured with total disability, which has lasted for a minimum specified period, continues to receive life insurance coverage but no longer has to pay premiums for the duration of the disability or for a stated period. During periods of declining interest rates, reserves for new claims are calculated using lower discount rates, thereby increasing the net present value of those claims and the required reserves. Further, if actual interest rates used to establish reserves on open claims prove to be lower than our original expectations, we would be required to increase such reserves accordingly. As such, the increase in net present value calculations caused by declines in interest rates could have an adverse effect on our financial condition, results of operations and cash flows.
 
Our term life insurance products also expose us to the risk of interest rate fluctuations. The pricing and expected future profitability of these products are based in part on expected investment returns. Over time, term life insurance products generally produce positive cash flows as customers pay periodic premiums, which


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we invest as we receive them. Lower than expected interest rates may reduce our ability to achieve our targeted investment margins and may adversely affect our financial condition, results of operations and cash flows.
 
Our valuation of fixed maturity securities may include methodologies, estimations and assumptions which are subject to differing interpretations and could result in changes to investment valuations that may materially adversely affect our results of operations or financial condition.
 
Fixed maturities are reported at fair value on our consolidated balance sheets and represent approximately 92% of our invested assets. The accounting guidance regarding Fair Value Measurements establishes a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The level in the fair value hierarchy is based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). As of December 31, 2009, approximately 94% and 6% of our fixed maturities were categorized as Level 2 and Level 3 investments, respectively. As of December 31, 2008, approximately 95% and 5% of our fixed maturities were categorized as Level 2 and Level 3 investments, respectively. The determination of estimated fair values by management is made at a specific point in time, primarily by obtaining prices from our pricing services, based on objectively verifiable, observable market data. If such information about a security is unavailable, we determine the fair value using internal pricing models that typically utilize significant, unobservable market inputs or inputs that are difficult to corroborate with observable market data. The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts. For additional information on our valuation methodology, see Note 7 to the accompanying audited financial statements.
 
During periods of market disruption, including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain of our securities (for example, corporate private placements) if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the current financial environment. In such cases, more securities may require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation as well as valuation methods that require greater estimation, which could result in values that are different from the value at which the investments may be ultimately sold. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within our audited consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value will have a material adverse effect on our results of operations or financial condition.
 
Downturns and volatility in equity markets could adversely affect the marketability of our products and our profitability.
 
Significant downturns and volatility in equity markets could have an adverse effect on our business in various ways. Market downturns and volatility may discourage purchases of separate account products, such as variable annuities and variable life insurance, which have returns linked to the performance of the equity markets and may cause some existing customers to withdraw cash values or reduce investments in those products.
 
Downturns and volatility in equity markets can also have an adverse effect on the revenues and returns from our separate account products. Because these products depend on fees related primarily to the value of assets under management, a decline in the equity markets could reduce our revenues by reducing the value of the investment assets we manage.
 
Further, investments in common stock or other equity-like securities, which generally provide higher expected total returns over the long term, present greater risk to preservation of principal than do our fixed income investments. As of December 31, 2009, less than two percent of our invested assets were invested in securities whose changes in fair value are typically highly correlated with changes in the equity markets. The


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changes in fair value of certain of these securities, including our investments in common stock, are recognized in net income through net realized investment gains (losses), and a decline in the equity markets could significantly impact net income.
 
If our reserves for future policy benefits and claims are inadequate, we would be required to increase our reserve liabilities.
 
We calculate and maintain reserves for estimated future benefit payments to our policyholders and contractholders in accordance with U.S. GAAP. We release these reserves as those future obligations are extinguished. The reserves we establish necessarily reflect estimates and actuarial assumptions with regard to our future experience. These estimates and actuarial assumptions involve the exercise of significant judgment. Our future financial results depend upon the extent to which our actual future experience is consistent with the assumptions we have used in pricing our products and determining our reserves. Many factors can affect future experience, including economic, political and social conditions, inflation, healthcare costs and changes in doctrines of legal liability and damage awards in litigation. Therefore, we cannot predict the ultimate amounts we will pay for actual future benefits or the timing of those payments.
 
We regularly monitor our reserves. If we conclude that our reserves are insufficient to cover actual or expected policy and contract benefits and claims payments, we would be required to increase our reserves and incur income statement charges in the period in which we make the determination, which could adversely affect our financial condition and results of operations. There were no significant adjustments to reserves due to inadequacy during 2009, 2008 or 2007.
 
We may face unanticipated losses if there are significant deviations from our assumptions regarding the probabilities that our insurance policies or annuity contracts will remain in force from one period to the next or if morbidity and mortality rates differ significantly from our pricing expectations.
 
The prices and expected future profitability of our insurance and annuity products are based in part upon expected patterns of premiums, expenses and benefits, using a number of assumptions, including those related to persistency, mortality and morbidity. Persistency is the probability that a policy or contract will remain in force from one period to the next. The effect of persistency on profitability varies for different products. For most of our products, actual persistency that is lower than our assumptions could have an adverse impact on profitability, especially in the early years of a policy or contract primarily because we would be required to accelerate the amortization of expenses we deferred in connection with the acquisition of the policy or contract. In addition, we may need to sell investments at a loss to fund withdrawals. For some of our life insurance policies, actual persistency in later policy durations that is higher than our persistency assumptions could have a negative impact on profitability. If these policies remain in force longer than we assumed, then we could be required to make greater benefit payments than we had anticipated when we priced these products.
 
In addition, we set prices for our insurance and certain annuity products based upon expected claims and payment patterns, using assumptions for, among other factors, morbidity rates and mortality rates of our policyholders and contractholders. The long-term profitability of these products depends upon how our actual experience compares with our pricing assumptions. For example, if morbidity rates are higher, or mortality rates are lower, than our pricing assumptions, we could be required to make greater payments under certain annuity contracts than we had projected.
 
Because our assumptions are inherently uncertain, reserves for future policy benefits and claims may prove to be inadequate if actual experience is different from our assumptions. Although certain of our products permit us to increase premiums or reduce benefits during the life of the policy or contract, these changes may not be sufficient to maintain profitability. Moreover, many of our products either do not permit us to increase premiums or reduce benefits or may limit those changes during the life of the policy or contract. Therefore, significant deviations in experience from our assumptions regarding persistency and mortality and morbidity rates could have an adverse effect on our financial condition, results of operations and cash flows.


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We may be required to accelerate the amortization of deferred policy acquisition costs, which would increase our expenses and reduce profitability.
 
Deferred policy acquisition costs, or DAC, represent certain costs which vary with and are primarily related to the sale and issuance of our products and are deferred and amortized over the estimated life of the related contracts. These costs include commissions in excess of ultimate renewal commissions and certain other sales incentives, solicitation and printing costs, sales material and other costs, such as underwriting and contract and policy issuance expenses. Under U.S. GAAP, DAC is amortized through income over the lives of the underlying contracts in relation to the anticipated recognition of premiums or gross profits for most of our products.
 
Our amortization of DAC generally depends upon anticipated profits from investments, surrender and other policy and contract charges, mortality, morbidity and maintenance and expense margins. Unfavorable experience with regard to expected expenses, investment returns, mortality, morbidity, withdrawals or lapses may cause us to increase the amortization of DAC, resulting in higher expenses and lower profitability.
 
We regularly review our DAC asset balance to determine if it is recoverable from future income. The portion of the DAC asset balance deemed to be unrecoverable, if any, is charged to expense in the period in which we make this determination. For example, if we determine that we are unable to recover DAC from profits over the life of a book of business of insurance policies or annuity contracts, we would be required to recognize the unrecoverable DAC amortization as a current-period expense. As of December 31, 2009, we had $250.4 million of DAC. Our amortization of DAC was $51.4 million during the year ended December 31, 2009.
 
The occurrence of natural disasters, disease pandemics, terrorism or military actions could adversely affect our financial condition, results of operations and cash flows.
 
Our financial condition and results of operations are at risk of material adverse effects that could arise from catastrophic mortality and morbidity due to natural disasters, including floods, tornadoes, earthquakes and hurricanes, disease pandemics (e.g., H1N1 virus), terrorism and military actions. Such events could also lead to unexpected changes in persistency rates as policyholders and contractholders who are affected by the disaster may be unable to meet their contractual obligations, such as payment of premiums on our insurance policies or deposits into our investment products. The continued threat of terrorism and ongoing military actions may cause significant volatility in global financial markets, and a natural disaster or a disease pandemic could trigger an economic downturn in the areas directly or indirectly affected by the disaster. The effectiveness of external parties, including governmental and nongovernmental organizations, in combating the spread and severity of a disease pandemic could have a material impact on the losses experienced by us. Further, in our group health and life insurance operations, a localized event that affects the workplace of one or more of our customers could cause a significant loss due to mortality or morbidity claims.
 
We rely on reinsurance arrangements to help manage our business risks, and failure to perform by the counterparties to our reinsurance arrangements may expose us to risks we had sought to mitigate.
 
We utilize reinsurance to mitigate our risks in various circumstances. Reinsurance does not relieve us of our direct liability to our policyholders, even when the reinsurer is liable to us. Accordingly, we bear credit risk with respect to our reinsurers. The total reinsurance recoverable amount due from reinsurers was $276.6 million as of December 31, 2009. Our reinsurers may be unable or unwilling to pay the reinsurance recoverable owed to us now or in the future or on a timely basis. A reinsurer’s insolvency, inability or unwillingness to make payments under the terms of its reinsurance agreement with us could have an adverse effect on our financial condition, results of operations and cash flows. This has not occurred in 2009, 2008 or 2007.
 
Reinsurance may not be available, affordable or adequate to protect us against losses.
 
As part of our overall risk management strategy, we purchase reinsurance for certain risks underwritten by our various business segments. For example, we reinsure the mortality risk in excess of $0.5 million for


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most of our individual life insurance policies. While reinsurance agreements generally bind the reinsurer for the life of the business reinsured at generally fixed pricing, market conditions beyond our control determine the availability and cost of the reinsurance protection for new business. In certain circumstances, the price of reinsurance for business already reinsured may also increase. Any decrease in the amount of reinsurance will increase our risk of loss and any increase in the cost of reinsurance will reduce our earnings. Accordingly, we may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient reinsurance on acceptable terms, which could adversely affect our ability to write future business or result in the assumption of more risk with respect to those policies we issue.
 
The availability and cost of these reinsurance arrangements are subject to market conditions that are beyond our control. As a result, in the future, we may not be able to enter into reinsurance arrangements on attractive terms, if at all.
 
We may be unable to attract and retain independent sales intermediaries and dedicated sales specialists.
 
We distribute our products through financial intermediaries, independent producers and dedicated sales specialists. We compete with other financial institutions to attract and retain commercial relationships in each of these channels, and our success in competing for sales through these sales intermediaries depends upon factors such as:
 
  •      the amount of sales commissions and fees we pay;
 
  •      the breadth of our product offerings;
 
  •      the strength of our brand;
 
  •      our perceived stability and our financial strength ratings;
 
  •      the marketing and services we provide to them; and
 
  •      the strength of the relationships we maintain with individuals at those firms.
 
Our competitors may be effective in providing incentives to existing and potential distribution partners to favor their products or to reduce sales of our products. Our contracts with our distribution partners generally allow either party to terminate the relationship upon short notice. Our distribution partners do not make minimum purchase commitments, and our contracts do not prohibit our partners from offering products that compete with ours. Accordingly, our distribution partners may choose not to offer our products exclusively or at all, or may choose to exert insufficient resources and attention to selling our products.
 
Our future success is highly dependent on maintaining and growing both existing and new distribution relationships. We may have little or no contact with end customers of our products. As a result, we have little to no brand awareness with end customers which makes it more difficult to respond to evolving customer needs, thereby increasing our reliance on our distribution partners.
 
From time to time, due to competitive forces, we may experience unusually high attrition in particular sales channels for specific products. An inability to recruit productive independent sales intermediaries and dedicated sales specialists, or our inability to retain strong relationships with the individual agents at our independent sales intermediaries, could have an adverse effect on our financial condition, results of operations and cash flows.
 
Consolidation among distributors or potential distributors of our products may adversely affect the profitability of our business.
 
We distribute many of our products through financial institutions such as banks and broker-dealers. As capital, credit and equity markets continue to experience volatility, bank and broker-dealer consolidation activity may increase and negatively impact our sales, and such consolidation could increase competition for access to distributors, result in greater distribution expenses and impair our ability to market our products to our current customer base or to expand our customer base. As a result of recent consolidation in the financial services industry, a single financial institution, JPMorgan Chase & Co., accounted for 34.7% and 45.6% of our


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total sales in 2009 and 2008, respectively, selling primarily fixed annuity products. See Item 1 — “Business — Distribution.” If our relationship with this financial institution were to deteriorate, it is likely that we would experience a decline in our sales of such products.
 
Intense competition could adversely affect our ability to maintain or increase our market share and profitability.
 
Our businesses are subject to intense competition. We believe the principal competitive factors in the sale of our products are product features, price, commission structure, marketing and distribution arrangements, brand, reputation, financial strength ratings and service. Many other companies actively compete for sales in our retirement services, income annuity, individual and group markets, including other major insurers, banks, other financial institutions, mutual fund and asset management firms and specialty providers.
 
In many of our product lines, we face competition from companies that have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations or have higher financial strength ratings than we do. Many competitors offer similar products and use similar distribution channels. The substantial expansion of banks’ and insurance companies’ distribution capacities and expansion of product features in recent years have intensified pressure on margins and production levels and have increased the level of competition in many of our product lines.
 
Our risk management policies and procedures may not be effective or may leave us exposed to unidentified or unanticipated risk, which could negatively affect our business.
 
Management of operational, legal and regulatory risks requires effective policies and procedures to record, verify and report on a large number of transactions and events. We have devoted resources to develop our policies and procedures to mitigate these risks and expect to continue to do so in the future. Even so, these policies and procedures may not be fully effective to mitigate all of these risks. Many of our methods for managing these risks and exposures are based upon historical statistical models and observed market behavior. As such, our methods may not be able to predict all future exposures. These could be significantly greater than our historical measures have indicated. In addition, our distribution network consists of a large number of third-party agents and requires the implementation and oversight of policies and procedures to ensure that we are not unduly subjected to reputational, financial or other risks attributable to such third-party agents. Other risk management methods depend upon the evaluation of information regarding markets and clients, or other matters that are publicly available or otherwise accessible to us. This information may not always be accurate, complete, up-to-date or properly evaluated.
 
Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.
 
Our financial statements are subject to the application of U.S. GAAP, which are periodically revised and/or expanded by recognized authorities, including the Financial Accounting Standards Board. On January 1, 2008, we adopted accounting guidance for the fair value measurements, which, among other things, defined fair value and established a framework for measuring fair value. Determinations of fair values are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing, amounts of expected future cash flows and the credit standing of the issuer. During periods of market disruption, rapidly widening credit spreads or illiquidity, it can be difficult to value certain types of securities. As such, the value they were originally reported, or later sold, at may differ materially from the valuations determined as of the end of the applicable reporting period. In addition, fluctuations in fair value during these periods can create larger unrealized gains and losses than during normal market conditions. Similarly, future accounting standards could change the current accounting treatment that we apply to our audited consolidated financial statements and such changes could have an adverse effect on our reported financial condition and results of operations.


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The failure to maintain effective and efficient information systems could adversely affect our business.
 
Our business is dependent upon our ability to keep pace with technological advances. Our ability to keep our systems fully integrated with those of our clients is critical to the operation of our business. Our failure to update our systems to reflect technological advancements or to protect our systems may adversely affect our relationships and ability to do business with our clients.
 
In addition, our business depends significantly on effective information systems, and we have many different information systems for our various businesses. We have committed and will continue to commit significant resources to develop, maintain and enhance our existing information systems and develop new information systems in order to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and changing customer preferences. Our failure to maintain effective and efficient information systems could have a material adverse effect on our financial condition and results of operations. If we do not maintain adequate systems, we could experience adverse consequences, including:
 
  •      inadequate information on which to base pricing, underwriting and reserving decisions;
 
  •      inadequate information for accurate financial reporting;
 
  •      the loss of existing customers;
 
  •      difficulty in attracting new customers;
 
  •      customer, provider and agent disputes;
 
  •      regulatory compliance problems, such as failure to meet prompt payment obligations;
 
  •      litigation exposure; or
 
  •      increases in administrative expenses.
 
If we are unable to maintain the availability of our systems and safeguard the security of our data, our ability to conduct business will likely be compromised, which may have a material adverse effect on our financial condition, results of operations and cash flows.
 
We use computer systems to store, retrieve, evaluate and use customer and company data and information. Additionally, our computer and information technology systems interface with and rely upon third-party systems. Our business is highly dependent on our ability, and the ability of our affiliates, to access these systems to perform necessary business functions. This includes providing insurance quotes, processing premium payments, providing customer support, filing and paying claims and making changes to existing policies. Systems outages or outright failures would compromise our ability to perform these functions in a timely manner. This could hurt our relationships with our business partners and customers and harm our ability to conduct business. In the event of a disaster such as a blackout, a computer virus, an industrial accident, a natural catastrophe, a terrorist attack or war, our systems may not be available to our employees, customers or business partners for an extended period of time. If our employees are able to report to work, yet our systems or our data are destroyed or disabled, they may be unable to perform their duties for an extended period of time. Our systems could also be subject to similar disruptions due to physical and electronic break-ins or other types of unauthorized tampering with our systems. This may interrupt our business operations and may have a material adverse effect on our financial condition, results of operations and cash flows.
 
Failure to protect our clients’ confidential information and privacy could adversely affect our business.
 
A number of our businesses are subject to privacy regulations and to confidentiality obligations. For example, the collection and use of patient data in our Group segment is the subject of national and state legislation, including the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and certain of the activities conducted by our businesses are subject to the privacy regulations of the Gramm-Leach-Bliley Act. We also have contractual obligations to protect certain confidential information we obtain from our existing vendors and clients. These obligations generally include protecting such confidential information in


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the same manner and to the same extent as we protect our own confidential information. The actions we take to protect such confidential information vary by business segment and may include, among other things:
 
  •      training and educating our employees regarding our obligations relating to confidential information;
 
  •      actively monitoring our record retention plans and any changes in state or federal privacy and compliance requirements;
 
  •      drafting appropriate contractual provisions into any contract that raises proprietary and confidentiality issues;
 
  •      maintaining secure storage facilities for tangible records; and
 
  •      limiting access to electronic information.
 
In addition, we must develop, implement and maintain a comprehensive written information security program with appropriate administrative, technical and physical safeguards to protect such confidential information. If we do not properly comply with privacy regulations and protect confidential information, we could experience adverse consequences, including regulatory sanctions, such as penalties, fines and loss of license, as well as loss of reputation and possible litigation.
 
Our business could be interrupted or compromised if we experience difficulties arising from outsourcing relationships.
 
We outsource certain technology and business functions to third parties, including a significant portion of our information technology function, and expect to continue to do so in the future. If we do not maintain an effective outsourcing strategy or third party providers do not perform as contracted, we may experience operational difficulties, increased costs and a loss of business that could have a material adverse effect on our consolidated results of operations.
 
Our credit facility subjects us to restrictive covenants that impose operating and financial restrictions on our operations and could limit our ability to grow our business.
 
We entered into a $200.0 million revolving credit facility on August 16, 2007. As of December 31, 2009, we had no balance outstanding under this facility. In connection with this facility, we have made covenants that may impose significant operating and financial restrictions on us. These restrictions limit the incurrence of additional indebtedness by our subsidiaries, limit the ability of us and our subsidiaries to create liens and impose certain other operating limitations. These restrictions could limit our ability to obtain future financing or take advantage of business opportunities. Furthermore, our credit facility requires us and our insurance subsidiaries to maintain specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If we are unable to comply with the covenants and ratios in our credit facility, we may be deemed in default under the facility, or we may be required to pay substantial fees or penalties to the lenders to obtain a waiver of any such default. Either development could have a material adverse effect on our business.
 
We may need additional capital in the future, which may not be available to us on favorable terms. Raising additional capital could dilute your ownership in the Company and may cause the market price of our common stock to fall.
 
We may need to raise additional funds through public or private debt or equity financings in order to:
 
  •      fund liquidity needs;
 
  •      refinance our senior notes or our Capital Efficient Notes (CENts);
 
  •      satisfy letter of credit or guarantee bond requirements that may be imposed by our clients or by regulators;


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  •      acquire new businesses or invest in existing businesses;
 
  •      grow our business;
 
  •      otherwise respond to competitive pressures;
 
  •      maintain adequate risk-based capital; or
 
  •      maintain our target ratings from rating agencies.
 
Any additional capital raised through the sale of equity will dilute your ownership percentage in our company and may decrease the market price of our common stock. Furthermore, the securities may have rights, preferences and privileges that are senior or otherwise superior to those of our common stock. Any additional financing we may need may not be available on terms favorable to us.
 
To be eligible for borrowing under our revolving credit facility, we must not be in default of any payment obligations, covenants or other requirements set forth in the facility, and the representations and warranties that we make under the facility must continue to be true in all material respects. Accordingly, it is possible that we may not meet these requirements in the future and may not be eligible to borrow under our credit facility.
 
In connection with the CENts offering, we entered into a covenant that may limit our ability to undertake certain additional types of financing to repay or redeem the CENts.
 
As a holding company, Symetra Financial Corporation depends on the ability of its subsidiaries to transfer funds to it to meet its obligations and pay dividends.
 
Symetra is a holding company for its insurance and financial subsidiaries with no significant operations of its own. Its principal sources of cash to meet its obligations and to pay dividends consist of dividends from its subsidiaries and permitted payments under tax sharing agreements with its subsidiaries. State insurance regulatory authorities limit the payment of dividends by insurance subsidiaries. Based on our statutory results as of December 31, 2009, our insurance subsidiaries may pay dividends to us of up to $141.5 million in the aggregate during 2010 without obtaining regulatory approval. Competitive pressures generally require our insurance subsidiaries to maintain financial strength ratings, which are partly based on maintaining certain levels of capital. These restrictions and other regulatory requirements, such as minimum required risk-based capital ratios, affect the ability of our insurance subsidiaries to make dividend payments. Limits on the ability of the insurance subsidiaries to pay dividends could adversely affect our liquidity, including our ability to pay dividends to stockholders and service our debt.
 
There are a number of other factors that could affect our ability to pay dividends, including the following:
 
  •      lack of availability of cash to pay dividends due to changes in our operating cash flow, capital expenditure requirements, working capital requirements and other cash needs;
 
  •      unexpected or increased operating or other expenses or changes in the timing thereof;
 
  •      restrictions under Delaware law or other applicable law on the amount of dividends that we may pay;
 
  •      a decision by our board of directors to modify or revoke its policy to pay dividends; and
 
  •      the other risks described under “Risk Factors.”
 
Significant stockholders may be able to influence the direction of our business.
 
Our principal stockholders, affiliates of White Mountains Insurance Group, Ltd. and Berkshire Hathaway Inc., each beneficially owned approximately 21.1% of our outstanding shares of common stock as of March 1, 2010 (includes warrants exercisable for 9,487,872 shares held by affiliates of each of White Mountains Insurance Group, Ltd. and Berkshire Hathaway Inc.). On matters that are brought to stockholders


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for their vote, they have the ability to significantly influence all matters requiring stockholder approval, including the nomination and election of directors and the determination of the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including amendments to our certificate of incorporation, potential mergers or acquisitions, asset sales and other significant corporate transactions. The interests of our principal stockholders may not coincide with the interests of the other holders of our common stock.
 
Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act of 2002, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.
 
We recently completed the initial public offering of our common stock. As a privately held company, we were not required to maintain internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley Act, standards that we are required to meet in the course of preparing our audited consolidated financial statements as of and for the year ended December 31, 2010. Although we have documentation of our internal controls, we do not fully test our compliance with these controls in accordance with Section 404 of the Sarbanes-Oxley Act. In connection with our 2009, 2008 and 2007 audits, no material weaknesses in our internal control over financial reporting were identified.
 
If, as a newly public company, we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to attest to the adequacy of our internal control over financial reporting in future periods. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules and may breach the covenants under our revolving credit facilities and our senior notes. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in our financial statements is also likely to suffer if we or our independent registered public accounting firm report a material weakness in our internal control over financial reporting. In addition, we will incur incremental costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff.
 
Risks Related to Our Industry
 
Our industry is highly regulated and changes in regulations affecting our businesses may reduce our profitability and limit our growth.
 
Our insurance businesses are heavily regulated and are subject to a wide variety of laws and regulations in various jurisdictions. State insurance laws regulate most aspects of our insurance businesses and our insurance subsidiaries are regulated by the insurance departments of the various states in which they are domiciled and licensed.
 
State laws in the United States grant insurance regulatory authorities broad administrative powers with respect to various aspects of our insurance businesses, including:
 
  •      licensing companies and agents to transact business;
 
  •      calculating the value of assets to determine compliance with statutory requirements;
 
  •      mandating certain insurance benefits;
 
  •      regulating certain premium rates;
 
  •      reviewing and approving policy forms;


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  •      regulating unfair trade and claims practices, including the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of inducements;
 
  •      establishing statutory capital and reserve requirements and solvency standards;
 
  •      fixing maximum interest rates on insurance policy loans and minimum rates for guaranteed crediting rates on life insurance policies and annuity contracts;
 
  •      requiring regular market conduct examinations;
 
  •      approving changes in control of insurance companies;
 
  •      restricting the payment of dividends and other transactions between affiliates; and
 
  •      regulating the types, amounts and valuation of investments.
 
State insurance regulators and the National Association of Insurance Commissioners, or NAIC, regularly re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, are often made for the benefit of the consumer at the expense of the insurer and thus could have an adverse effect on our business.
 
Currently, the U.S. federal government does not regulate directly the business of insurance. However, federal legislation and administrative policies in several areas can significantly and adversely affect insurance companies. These areas include financial services regulation, securities regulation, pension regulation, privacy, tort reform legislation and taxation. In addition, various forms of direct federal regulation of insurance have been proposed. These proposals include direct federal regulation of insurance through an optional federal charter and enhanced federal oversight through a Federal Insurance Office. We cannot predict whether these or other proposals will be adopted, or what impact, if any, such proposals or, if enacted, such laws may have on our financial condition, results of operations and cash flows.
 
Many of our customers and independent sales intermediaries also operate in regulated environments. Changes in the regulations that affect their operations also may affect our business relationships with them and their ability to purchase or to distribute our products.
 
Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase our direct and indirect compliance efforts and other expenses of doing business.
 
U.S. federal and state securities laws apply to investment products that are also securities, including variable annuities and variable life insurance policies. As a result, some of our subsidiaries and the policies and contracts they offer are subject to regulation under these federal and state securities laws. Some of our insurance subsidiaries’ separate accounts are registered as investment companies under the Investment Company Act of 1940. Some subsidiaries are registered as broker-dealers under the Securities Exchange Act of 1934, as amended, or Exchange Act, and are members of, and subject to regulation by, the Financial Industry Regulatory Authority, or FINRA. In addition, one of our subsidiaries also is registered as an investment adviser under the Investment Advisers Act of 1940.
 
Securities laws and regulations are primarily intended to ensure the integrity of the financial markets and to protect investors in the securities markets or investment advisory or brokerage clients. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of business for failure to comply with those laws and regulations.
 
Legal and regulatory investigations and actions are increasingly common in the insurance business and may result in financial losses and harm our reputation.
 
We face a significant risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses, including the risk of class action lawsuits. Our pending legal and regulatory actions include proceedings specific to us and others generally applicable to business practices in the industries in which we operate. In our insurance operations, we may become subject to class actions and we are or may


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become subject to individual suits relating, among other things, to sales or underwriting practices, payment of contingent or other sales commissions, claims payments and procedures, product design, disclosure, administration, additional premium charges for premiums paid on a periodic basis, denial or delay of benefits and breaches of fiduciary or other duties to customers. Plaintiffs in class action and other lawsuits against us may seek very large or indeterminate amounts, including punitive and treble damages, which may remain unknown for substantial periods of time.
 
For example, the mutual fund and insurance industry has been the focus of increased scrutiny and class action lawsuits related to “revenue sharing” practices by mutual funds with service providers and others in offering mutual fund investments in qualified retirement plans. The lawsuits allege that service providers were involved in self-dealing and prohibited transactions under the Employee Retirement Income Security Act, or ERISA. The outcome of these lawsuits is unknown. We have not been the subject of any inquiries or lawsuits regarding these practices. In addition, annuity sales to seniors are coming under increased scrutiny by FINRA and state insurance regulators, and have been the source of industry litigation in situations where annuity sales have allegedly been unsuitable for the seniors’ financial needs.
 
We are also subject to various regulatory inquiries, such as information requests, subpoenas, market conduct exams and books and record examinations, from state and federal regulators and other authorities which may result in fines, recommendations for corrective action or other regulatory actions.
 
Current or future investigations and proceedings could have an adverse effect on our business. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant reputational harm, which could have an adverse effect on our business. Increased regulatory scrutiny and any resulting investigations or proceedings could result in new legal actions or precedents and industry-wide regulations or practices that could adversely affect our business.
 
Proposals for national health care reform could have a material adverse effect on the profitability or marketability of the health insurance products that we sell.
 
In our Group segment, we sell group medical stop-loss insurance and limited benefit employee health plans to employer groups. Addressing the affordability and availability of health insurance, including reducing the number of uninsured, is a major initiative of President Obama and members of the U.S. Congress, and proposals that would address these issues are pending in the U.S. Congress and in many states. The proposals vary, and include a public health plan and other private health plans for individual and small business customers, individual insurance mandates, potential tax ramifications, including, among other things, a windfall profits tax on health insurers, the expansion of eligibility under existing Medicaid and/or Federal Employees Health Benefit Plan programs, minimum medical benefit ratios for health plans, mandatory issuance of insurance coverage, limitations on antitrust immunity and requirements that would limit the ability of health plans and insurers to vary premiums based on assessments of underlying risk. While certain of these measures would adversely affect us, at this time we cannot predict whether they will be enacted, and if enacted, the extent of the impact of these proposals on our business or results of operations. If any of these initiatives ultimately becomes effective, it could have a material adverse effect on the profitability or marketability of the health insurance products and services we sell and on our financial condition, results of operations and cash flows.
 
Medical advances, such as genetic research and diagnostic imaging, and related legislation could adversely affect the financial performance of our life insurance and annuities businesses.
 
Genetic research includes procedures focused on identifying key genes that render an individual predisposed to specific diseases such as particular types of cancer and other diseases. Other medical advances, such as diagnostic imaging technologies, may be used to detect the early onset of diseases such as cancer and cardiovascular disease. We believe that if individuals learn through medical advances that they are predisposed to particular conditions that may reduce life longevity or require long-term care, they will be more likely to purchase our life insurance policies or not to permit existing polices to lapse. In contrast, if individuals learn


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that they lack the genetic predisposition to develop the conditions that reduce longevity, they will be less likely to purchase our life insurance products but more likely to purchase certain annuity products. In addition, such individuals that are existing policyholders will be more likely to permit their policies to lapse.
 
If we were to gain access to the same genetic or medical information as our prospective policyholders and contractholders, then we would be able to take this information into account in pricing our life insurance policies and annuity contracts. However, a growing body of law imposes limitations on an insurer’s ability to use genetic information in underwriting.
 
Medical advances also could lead to new forms of preventive care. Preventive care could extend the life and improve the overall health of individuals. If this were to occur, the duration of payments under certain of our annuity products likely would increase, thereby reducing net earnings in that business.
 
Changes in tax laws could make some of our products less attractive to consumers and as a result have an adverse effect on our business.
 
Congress, from time to time, considers legislation that could make our products less attractive to consumers, including legislation that would reduce or eliminate the benefits derived from the tax deferred nature of life insurance and annuity products.
 
In addition, changes in tax laws could increase our tax liability or increase our reporting obligations. For example, in May 2009, President Obama released additional information about the tax proposals contained in his Fiscal Year 2010 Budget (the “Budget”). There are several proposals included in the Budget that are significant for life insurance companies. Those proposals include: modifying the dividends-received deduction for life insurance company separate accounts; requiring information reporting for private separate accounts of life insurance companies; imposing new reporting requirements and transfer-for-value rules on purchasers of certain life insurance contracts; expanding the interest expense disallowance for corporate-owned life insurance; requiring information reporting on payments to corporations; and increasing information return penalties. These proposals not only could increase our tax liabilities but also could reduce the attractiveness of certain products we sell. These proposals may not be enacted or may be modified by Congress prior to enactment.
 
Furthermore, the federal estate tax, which has undergone a gradual repeal since 2001 that will continue to be phased in through 2010, is scheduled to revert to pre-2001 law as of January 1, 2011. The repeal of and continuing uncertainty regarding the federal estate tax may adversely affect sales and surrenders of some of our estate planning products.
 
Failures elsewhere in the insurance industry could obligate us to pay assessments through guaranty associations.
 
When an insurance company becomes insolvent, guaranty associations in each of the 50 states levy assessments upon all companies licensed to write insurance in the relevant lines of business in that state, and use the proceeds to pay claims of policyholder residents of that state, up to the state-specific limit of coverage. The total amount of the assessment is based on the number of insured residents in each state, and each company’s assessment is based on its proportionate share of premium volume in the relevant lines of business and could have an adverse effect on our results of operations. The failure of a large life, health or annuity insurer could trigger guaranty association assessments which we would be obligated to pay.
 
Item 1B.   Unresolved Staff Comments
 
None.


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Item 2.   Properties
 
We lease our headquarters in Bellevue, Washington, which consists of 221,000 square feet in the Symetra Financial Center building and 72,000 square feet in the Key Center building. Leases for both facilities expire in 2015 with multiple options to renew. Our headquarters in Bellevue serves as the primary location for operations of all of our business segments. In addition to our headquarters, we lease 18 other properties throughout the U.S. which comprise a total of 66,000 square feet.
 
We believe our properties are suitable and adequate for our business as presently conducted.
 
Item 3.   Legal Proceedings
 
We are regularly a party to litigation, arbitration proceedings and governmental examinations in the ordinary course of our business. While we cannot predict the outcome of any pending or future litigation or examination, we do not believe that any pending matter, individually or in the aggregate, will have a material adverse effect on our business.
 
Item 4.   Reserved


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PART II
 
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Shares of our common stock began trading on the NYSE under the symbol “SYA” on January 22, 2010. As a result, we have not set forth quarterly information with respect to the high and low prices for our common stock and the dividends declared on our common stock for the two most recent fiscal years. Prior to that time there was no public market for our common stock. As of March 1, 2010, there were 52 stockholders of record of our common stock.
 
Dividend Policy
 
We intend to pay quarterly cash dividends on our common stock at an initial rate of approximately $0.05 per share. The declaration and payment of dividends to holders of our common stock will be at the discretion of our board of directors and will depend on many factors, including our financial condition and results of operations, liquidity requirements, market opportunities, capital requirements of our subsidiaries, legal requirements, regulatory constraints and other factors as our board of directors deems relevant. Further, we are a holding company with no significant business operations of our own and, as a result, our ability to pay future dividends is, in part, dependent upon receiving dividends from our subsidiaries. Dividends on our common stock will also be paid to holders of our outstanding warrants on a one-to-one basis.
 
For more information regarding our ability to pay dividends, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital and Liquidity.”
 
Use of Proceeds from Initial Public Offering
 
On January 27, 2010, we completed the sale of 34,960,000 shares of common stock at an initial public offering price of $12.00 per share pursuant to (i) a Registration Statement on Form S-1, as amended (Reg. No. 333-162344) that was declared effective by the Securities and Exchange Commission on January 21, 2010 and (ii) an immediately effective Registration Statement on Form S-1 (Reg. No. 333-164464) filed with the Securities and Exchange Commission on January 21, 2010 pursuant to Rule 462(b) of the Securities Act. Our initial public offering included 25,259,510 newly issued shares of common stock sold by us (the primary offering) and 9,700,490 existing shares of common stock sold by selling stockholders (the secondary offering). The 25,259,510 shares of common stock sold by us in the primary offering included 4,560,000 shares covered by an over-allotment option granted to the underwriters. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Barclays Capital Inc. acted as joint book-running managers for the offering and as representatives of the underwriters. The offering commenced on January 21, 2010 and closed on January 27, 2010. We received net proceeds from the offering of approximately $282.5 million, reflecting the gross proceeds of $303.1 million, net of underwriting fees of $17.4 million and offering expenses of $3.2 million. The selling stockholders received approximately $109.7 million of net proceeds in the offering, reflecting gross proceeds of $116.4 million net of underwriting fees of approximately $6.7 million. We did not receive any proceeds from the sale of shares by the selling stockholders in the secondary offering.
 
During the period from the closing of the offering on January 27, 2010 through the filing of this report, we have used the proceeds from the offering to fund organic growth by contributing $236.6 million to our subsidiaries.
 
Equity Compensation Plans
 
On August 24, 2009, pursuant to our Equity Plan, our President and Chief Executive Officer was granted 75,270 shares of restricted stock and our Executive Vice President and Chief Financial Officer was granted 7,890 shares of restricted stock which will vest on December 31, 2011, subject to their continued employment through such date and the other terms and conditions of their restricted stock agreements. For more information on these restricted stock grants and the securities authorized for issuance under our equity compensation plans, see Item 12 — “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”


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Item 6.   Selected Financial Data
 
The following selected financial data, except for non-GAAP financial measures, have been derived from our audited consolidated financial statements. The consolidated income statement data for the years ended December 31, 2009, 2008 and 2007 and the consolidated balance sheet data as of December 31, 2009 and 2008, except for the non-GAAP financial measures, have been derived from our audited consolidated financial statements included elsewhere herein. The consolidated income statement data for the years ended December 31, 2006 and 2005 and the consolidated balance sheet data as of December 31, 2007, 2006 and 2005, except for the non-GAAP financial measures, have been derived from the our audited consolidated financial statements not included herein. The selected financial data presented below should be read in conjunction with Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and accompanying notes included elsewhere herein.
 
                                         
    Year Ended December 31,  
    2009     2008     2007     2006     2005  
    (In millions, except per share data)  
 
Consolidated Income Statement Data:
                                       
Revenues:
                                       
Premiums and other considerations
  $ 573.6     $ 584.8     $ 530.5     $ 525.7     $ 575.5  
Net investment income
    1,113.6       956.5       973.6       984.9       994.0  
Other revenues
    56.4       67.8       68.7       56.1       58.6  
Net realized investment gains (losses):
                                       
Total other-than-temporary impairment losses on securities
    (191.2 )     (86.4 )     (16.2 )     (25.7 )     (7.7 )
Less: portion of losses recognized in other comprehensive income
    104.7                          
                                         
Net impairment losses recognized in earnings
    (86.5 )     (86.4 )     (16.2 )     (25.7 )     (7.7 )
Other net realized investment gains (losses)
    57.2       (71.6 )     33.0       27.4       21.8  
                                         
Total net realized investment gains (losses)
    (29.3 )     (158.0 )     16.8       1.7       14.1  
                                         
Total revenues
    1,714.3       1,451.1       1,589.6       1,568.4       1,642.2  
Benefits and Expenses:
                                       
Policyholder benefits and claims
    350.5       348.5       267.1       264.3       327.4  
Interest credited
    846.8       766.1       752.3       765.9       810.9  
Other underwriting and operating expenses
    252.7       265.8       281.9       260.5       273.2  
Interest expense
    31.8       31.9       21.5       19.1       12.4  
Amortization of deferred policy acquisition costs
    51.4       25.8       18.0       14.6       11.9  
                                         
Total benefits and expenses
    1,533.2       1,438.1       1,340.8       1,324.4       1,435.8  
                                         
Income from continuing operations before income taxes
    181.1       13.0       248.8       244.0       206.4  
Provision (benefit) for income taxes:
                                       
Current
    6.7       23.8       62.8       92.4       22.2  
Deferred
    46.1       (32.9 )     18.7       (7.9 )     39.7  
                                         
Total provision (benefit) for income taxes
    52.8       (9.1 )     81.5       84.5       61.9  
                                         
Income from continuing operations
    128.3       22.1       167.3       159.5       144.5  
Income from discontinued operations (net of taxes)
                            1.0  
                                         
Net income
  $ 128.3     $ 22.1     $ 167.3     $ 159.5     $ 145.5  
                                         
Net income per common share(1):
                                       
Basic
  $ 1.15     $ 0.20     $ 1.50     $ 1.43     $ 1.30  
                                         
Diluted
  $ 1.15     $ 0.20     $ 1.50     $ 1.43     $ 1.30  
                                         
Weighted-average number of common shares outstanding:
                                       
Basic
    111.622       111.622       111.622       111.622       111.622  
                                         
Diluted
    111.626       111.622       111.622       111.622       111.622  
                                         
Cash dividends declared per common share
  $     $     $ 1.79     $ 0.90     $  


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    Year Ended December 31,  
    2009     2008     2007     2006     2005  
    (In millions, except per share data)  
 
Non-GAAP Financial Measure(2):
                                       
Adjusted operating income
  $ 147.9     $ 122.9     $ 154.9     $ 159.8     $ 133.4  
                                         
Reconciliation to net income:
                                       
Net income
  $ 128.3     $ 22.1     $ 167.3     $ 159.5     $ 145.5  
Less: Net realized investment gains (losses) (net of taxes)(3)
    (19.1 )     (102.7 )     10.9       1.1       9.2  
Add: Net investment gains (losses) on FIA options (net of taxes)(4)
    0.5       (1.9 )     (1.5 )     1.4       (2.9 )
                                         
Adjusted operating income
  $ 147.9     $ 122.9     $ 154.9     $ 159.8     $ 133.4  
                                         
 
                                         
    As of December 31,  
    2009     2008     2007     2006     2005  
    (In millions, except per share data)  
 
Consolidated Balance Sheet Data:
                                       
Total investments
  $ 20,183.1     $ 16,252.5     $ 16,905.0     $ 17,305.3     $ 18,332.8  
Total assets
    22,437.5       19,229.6       19,560.2       20,114.6       20,980.1  
Total notes payable
    448.9       448.8       448.6       298.7       300.0  
Separate account assets
    840.1       716.2       1,181.9       1,233.9       1,188.8  
Accumulated other comprehensive income (loss) (net of taxes) (AOCI)
    (49.7 )     (1,052.6 )     (12.5 )     (0.5 )     136.6  
Total stockholders’ equity
    1,433.3       286.2       1,285.1       1,327.3       1,404.9  
U.S. Statutory Financial Information:
                                       
Statutory capital and surplus
  $ 1,415.4     $ 1,179.0     $ 1,225.0     $ 1,266.2     $ 1,260.1  
Asset valuation reserve (AVR)
    120.5       113.7       176.0       158.4       140.9  
                                         
Statutory capital and surplus and AVR
  $ 1,535.9     $ 1,292.7     $ 1,401.0     $ 1,424.6     $ 1,401.0  
                                         
 
                                         
    As of December 31,  
    2009     2008     2007     2006     2005  
    (In millions, except per share data)  
 
Book value per common share(5)
  $ 12.83     $ 2.56     $ 11.51     $ 11.89     $ 12.59  
                                         
Non-GAAP Financial Measures(6):
                                       
Adjusted book value
  $ 1,483.0     $ 1,338.8     $ 1,297.6     $ 1,327.8     $ 1,268.3  
                                         
Reconciliation to stockholders’ equity:
                                       
Total stockholders’ equity
  $ 1,433.3     $ 286.2     $ 1,285.1     $ 1,327.3     $ 1,404.9  
Less: AOCI
    (49.7 )     (1,052.6 )     (12.5 )     (0.5 )     136.6  
                                         
Adjusted book value
  $ 1,483.0     $ 1,338.8     $ 1,297.6     $ 1,327.8     $ 1,268.3  
Add: Assumed proceeds from exercise of warrants
    218.1       218.1       218.1       218.1       218.1  
                                         
Adjusted book value, as converted
  $ 1,701.1     $ 1,556.9     $ 1,515.7     $ 1,545.9     $ 1,486.4  
                                         
Adjusted book value per common share(7)
  $ 15.99     $ 14.45     $ 14.01     $ 14.33     $ 13.69  
                                         
Adjusted book value per common share, as converted(8)
  $ 15.23     $ 13.95     $ 13.58     $ 13.85     $ 13.32  
                                         
 

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    Twelve Months Ended December 31,  
    2009     2008     2007     2006     2005  
 
Return on stockholders’ equity, ROE(9)
    15.4 %     2.6 %     12.6 %     12.8 %     9.9 %
Average stockholders’ equity(10)
  $ 832.4     $ 861.8     $ 1,328.3     $ 1,249.5     $ 1,465.4  
Non-GAAP Financial Measure(11):
                                       
Operating return on average equity, or ROAE
    10.5 %     9.2 %     11.2 %     12.1 %     11.2 %
Average adjusted book value(10)
  $ 1,407.8     $ 1,329.8     $ 1,380.2     $ 1,324.2     $ 1,194.2  
 
 
(1) Basic net income per common share includes all participating securities, including warrants, using the two-class method. Diluted net income per share includes the dilutive impact of non-participating, unvested restricted stock awards, based on the application of the treasury stock method, weighted for the portion of the period they were outstanding.
 
(2) For a definition and discussion of the uses and limitations of this non-GAAP measure and other metrics used in our analysis, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of non-GAAP Financial Measures.”
 
(3) Net realized investment gains (losses) are reported net of taxes of $(10.2) million, $(55.3) million, $5.9 million, $0.6 million and $4.9 million for the twelve months ended December 31, 2009, 2008, 2007, 2006 and 2005, respectively.
 
(4) Net investment gains (losses) on FIA options are reported net of taxes of $0.3 million, $(1.0) million, $(0.8) million, $0.8 million and $(1.5) million for the twelve months ended December 31, 2009, 2008, 2007, 2006 and 2005, respectively.
 
(5) Book value per common share is calculated based on stockholders’ equity divided by outstanding common shares and shares subject to outstanding warrants totaling 111,705,199, as of December 31, 2009 and 111,622,039 as of December 31, 2008, 2007, 2006 and 2005.
 
(6) For a definition and discussion of the uses and limitations of this non-GAAP measure and other metrics used in our analysis, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of non-GAAP Financial Measures.” Adjusted book value is calculated based on stockholders’ equity less AOCI.
 
(7) For a definition and discussion of the uses and limitations of this non-GAAP measure and other metrics used in our analysis, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of non-GAAP Financial Measures.” Adjusted book value per common share is calculated based on stockholders’ equity less AOCI, divided by outstanding common shares, totaling 92,729,455 as of December 31, 2009 and 92,646,295 as of December 31, 2008, 2007, 2006 and 2005.
 
(8) For a definition and discussion of the uses and limitations of this non-GAAP measure and other metrics used in our analysis, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of non-GAAP Financial Measures.” Adjusted book value per common share, as converted, is calculated as adjusted book value plus the assumed proceeds from the outstanding warrants, divided by the sum of outstanding common shares and shares subject to outstanding warrants, totaling 111,705,199 as of December 31, 2009 and 111,622,039 as of December 31, 2008, 2007, 2006 and 2005.
 
(9) Return on stockholders’ equity is calculated as net income divided by average stockholders’ equity.
 
(10) Average stockholders’ equity is derived by averaging ending stockholders’ equity for the most recent five quarters and average adjusted book value is derived by averaging ending adjusted book value for the most recent five quarters.
 
(11) For a definition and discussion of the uses and limitations of this non-GAAP measure and other metrics used in our analysis, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of non-GAAP Financial Measures.” Operating ROAE is calculated based on adjusted operating income divided by average adjusted book value. The numerator and denominator of this measure have been reconciled to net income and stockholders’ equity, respectively, their most comparable GAAP financial measures.

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
You should read the following discussion in conjunction with the audited consolidated financial statements and the accompanying notes included in this report, as well as the discussion under Item 6 — “Selected Financial Data.” This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in or implied by any of the forward-looking statements as a result of various factors, including but not limited to those listed under “Forward-Looking Statements” and Item 1A — “Risk Factors.” Our fiscal year ends on December 31 of each calendar year.
 
All amounts, except share and per share data, are in millions unless otherwise stated.
 
Management considers certain non-GAAP financial measures, including adjusted operating income (loss), adjusted book value, adjusted book value per common share, adjusted book value per common share, as converted, and operating ROAE to be useful to investors in evaluating our financial performance and condition. These measures have been reconciled to their most comparable GAAP financial measures. For a definition of these non-GAAP measures and other metrics used in our analysis, see “— Use of non-GAAP Financial Measures.”
 
Overview
 
We are a financial services company in the life insurance industry focused on profitable growth in selected group health, retirement, life insurance and employee benefits markets. Our operations date back to 1957 and many of our agency and distribution relationships have been in place for decades. We are headquartered in Bellevue, Washington and employ approximately 1,100 people in 16 offices across the United States, serving approximately 1.8 million customers.
 
On January 27, 2010, we completed an initial public offering of our common stock at $12.00 per share. Of the 34,960,000 shares registered, 9,700,490 were registered on behalf of existing stockholders. As a result of our initial public offering, we received net proceeds of $282.5.
 
Our Operations
 
We conduct our business through five segments, four of which are operating:
 
  •      Group.  We offer medical stop-loss insurance, limited benefit medical plans, group life insurance, accidental death and dismemberment insurance and disability income insurance mainly to employer groups of 50 to 5,000 individuals. In addition to our insurance products, we offer managing general underwriting services.
 
  •      Retirement Services.  We offer fixed and variable deferred annuities, including tax sheltered annuities, individual retirement accounts, or IRAs, and group annuities to qualified retirement plans, including Section 401(k), 403(b) and 457 plans.
 
  •      Income Annuities.  We offer single premium immediate annuities, or SPIAs, for customers seeking a reliable source of retirement income and structured settlement annuities to fund third-party personal injury settlements. In addition, we offer funding services options to existing structured settlement clients.
 
  •      Individual.  We offer a wide array of term and universal life insurance as well as bank-owned life insurance, or BOLI.
 
  •      Other.  This segment consists of unallocated corporate income, composed primarily of investment income on unallocated surplus, returns from our investments in limited partnerships unallocated corporate expenses, interest expense on debt, tax credits from our tax preferred affordable housing investments, the results of small, non-insurance businesses that are managed outside of our operating segments, and inter-segment elimination entries.


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Current Outlook
 
During 2009, the capital and credit markets showed signs of improvement following a period of extreme volatility and disruption that affected equity market returns, interest rates, liquidity, access to capital and the cost of capital. We expect that a challenging business climate will persist for the foreseeable future as the timing, magnitude and duration of an economic recovery still remain uncertain. Tight liquidity in the credit markets in 2008 and the first half of 2009 resulted in us holding new cash inflows from sales in cash and cash equivalents longer than anticipated as it was difficult to invest in quality, higher income earning assets. Yields on cash and cash equivalents are lower than our historical yields and our investment income for the year has been less than expected, especially in our Retirement Services segment. Although the credit markets improved in the second half of 2009 we experienced high demand for high quality investments making it challenging to get cash invested. We expect this trend to continue and could cause us to carry higher cash balances than in normal market conditions.
 
We believe the economic environment during 2008 and 2009 also created opportunities for us. During this time period we concentrated on expanding the product lineups of our existing distribution partners and developing new distribution relationships. For example, we have seen significant increases in sales of our fixed deferred annuity product and SPIA products as consumers turned to investment products that provide fixed returns.
 
To succeed in this environment, we expect to continue focusing on our strategic objectives of capitalizing on favorable demographic trends including the increasing need for retirement savings and income and the growing demand for affordable health insurance. We are also focused on expanding our distribution network, and providing simple to understand savings and investment products. However, the success of these and other strategies may be affected by the factors discussed in Item 1A− “Risk Factors,” and other factors as discussed herein.
 
Critical Accounting Policies and Estimates
 
The accounting policies discussed in this section are those that we consider to be particularly critical to an understanding of our financial statements because their application places the most significant demands on our ability to judge the effect of inherently uncertain matters on our financial results. For all of these policies, we caution that future events rarely develop exactly as forecast, and our management’s best estimates may require adjustment.
 
Other-Than-Temporary Impairments (OTTI)
 
One of the significant estimates related to available-for-sale securities is the evaluation of investments for OTTI. We analyze investments that meet our impairment criteria to determine whether the decline in value is other-than-temporary. The impairment review involves the investment management team, including our portfolio asset managers. To make this determination for each security, we consider both quantitative and qualitative criteria including:
 
  •      how long and by how much the fair value has been below cost or amortized cost;
 
  •      the financial condition and near-term prospects of the issuer of the security, including any specific events that may affect its operations or earnings potential, or compliance with terms and covenants of the security;
 
  •      changes in the financial condition of the security’s underlying collateral;
 
  •      any downgrades of the security by a rating agency;
 
  •      any reduction or elimination of dividends or nonpayment of scheduled interest payments; and
 
  •      for fixed maturities, our intent to sell the security or whether it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost considering any regulatory developments and our liquidity needs.


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Based on the analysis, we make a judgment as to whether the loss is other-than-temporary. The amount of the loss recorded in our consolidated statements of income is determined based on the accounting guidance in effect during the period of the other-than-temporary determination. We adopted new accounting guidance for impairments of our fixed maturities effective January 1, 2009. See Note 2 to the accompanying audited consolidated financial statements.
 
Prior to January 1, 2009, under the then existing accounting guidance, if the loss was determined to be other-than-temporary, we recorded an impairment charge equal to the difference between the fair value and the amortized cost basis of the security within net realized investment gains (losses) in our consolidated statements of income in the period that we made the determination. The fair value of the other-than-temporarily impaired investment became its new cost basis. We also recorded an impairment charge if we did not have the intent and/or the ability to hold the security until the fair value was expected to recover to amortized cost or until maturity, resulting in a charge recorded for a security that may not have had credit issues.
 
Effective January 1, 2009, we adopted new accounting guidance for the recognition and disclosure of OTTI for our fixed maturities. Our available-for-sale marketable equity securities consist primarily of nonredeemable preferred stock, which are evaluated similarly to fixed maturities. The adoption of the new accounting guidance required that OTTI losses be separated into the amount representing the decrease in cash flows expected to be collected (“credit loss”), which is recognized in earnings, and the amount related to all other factors (“noncredit loss”), which is recognized in other comprehensive income (loss). In addition, the new guidance replaces the requirement for management to assert that we have the intent and ability to hold an impaired fixed maturity security until recovery with the requirement that management assert that it does not have the intent to sell the security and that it is more likely than not that we will not be required to sell the security before recovery of our amortized cost basis. For securities we intend to sell or it is more likely than not that we will be required to sell the security before recovery, the impairment charge is equal to the difference between the fair value and the amortized cost basis of the security in the period of determination. In determining our intent to sell a security or whether it is more likely than not that we will be required to sell a security, we evaluate facts and circumstances such as decisions to reposition our security portfolio, sales of securities to meet cash flow needs and sales of securities to capitalize on favorable pricing.
 
If we do not intend to sell a security, but believe we will not recover all the security’s contractual cash flows, the amortized cost is written down to our estimated recovery value and recorded as a realized loss in our consolidated statements of income, as this is determined to be a credit loss. The remainder of the decline in fair value is recorded as OTTI on fixed maturities not related to credit losses in OCI, as this is determined to be a noncredit or recoverable loss. We determine the estimated recovery values by using discounted cash flow models that consider estimated cash flows under current and expected future economic conditions with various assumptions regarding the timing and amount of principal and interest payments. The recovery value is based on our best estimate of expected future cash flows discounted at the security’s effective yield prior to impairment. Our best estimate of future cash flows is based on assumptions, including various performance indicators, such as historical default and recovery rates, credit ratings, current delinquency rates and the structure of the issuer/security. These assumptions require the use of significant judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer and/or underlying collateral. Future impairments may develop if actual results underperform current cash flow modeling assumptions, which may be the result of macroeconomic factors, changes in assumptions used and specific deterioration in certain industry sectors or company failures.
 
As a result of the adoption of the new OTTI accounting guidance, we recorded a cumulative effect adjustment, resulting in an increase of $15.7, net of tax, to retained earnings as of January 1, 2009, with a corresponding decrease to AOCI, to reclassify the noncredit portion of previously other-than-temporarily impaired fixed maturity securities. In addition, the amortized cost basis of fixed maturities for which a noncredit OTTI loss was previously recognized was increased by $24.1.


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As of December 31, 2009 and 2008, the fair value of our available-for-sale securities that were below cost or amortized cost by 20% or more was $656.9 and $2,495.5, respectively. The unrealized losses on these securities were $273.8 and $1,176.1, respectively.
 
Assets at Fair Value
 
We carry certain assets on our consolidated balance sheets at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an “exit price”). The accounting guidance establishes a fair value hierarchy that distinguishes between inputs based on market data from independent sources (“observable inputs”) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (“unobservable inputs”). The fair value hierarchy prioritizes fair value measurements into three levels based on the nature of the inputs. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. For further discussion of the levels of the fair value hierarchy, see Note 7 to the accompanying audited consolidated financial statements.
 
The availability of market observable information is the principal factor in determining the level that our investments are assigned in the fair value hierarchy. The following table summarizes our assets carried at fair value and the respective fair value hierarchy, based on input levels:
 
                                         
    As of December 31, 2009  
                            Level 3
 
    Fair Value     Level 1     Level 2     Level 3     Percent  
 
Types of Investments
                                       
Fixed maturities, available-for-sale:
                                       
U.S. government and agencies
  $ 43.9     $     $ 43.9     $        
State and political subdivisions
    483.0             475.8       7.2       0.0 %
Foreign governments
    27.4             27.4              
Corporate securities
    12,548.6             11,657.4       891.2       4.5  
Residential mortgage-backed securities
    3,536.4             3,285.9       250.5       1.3  
Commercial mortgage-backed securities
    1,789.4             1,765.4       24.0       0.1  
Other debt obligations
    165.6             155.0       10.6       0.1  
                                         
Total fixed maturities, available-for-sale
    18,594.3             17,410.8       1,183.5       6.0  
Marketable equity securities, available-for-sale
    36.7       34.9             1.8       0.0  
Marketable equity securities, trading
    154.1       153.8             0.3       0.0  
Investments in limited partnerships
    24.7                   24.7       0.2  
Other invested assets
    6.7       2.1             4.6       0.0  
                                         
Total investments, at fair value
    18,816.5       190.8       17,410.8       1,214.9       6.2  
Separate account assets
    840.1       840.1                    
                                         
Total assets, at fair value
  $ 19,656.6     $ 1,030.9     $ 17,410.8     $ 1,214.9       6.2 %
                                         
 
Valuation of Fixed Maturities
 
Fixed maturities include bonds, mortgage-backed securities and redeemable preferred stock. We classify all fixed maturities as available-for-sale and carry them at fair value. We report net unrealized investment gains and losses related to all of our available-for-sale securities, which is equal to the difference between the fair value and the cost or amortized cost, in accumulated other comprehensive income (loss) in stockholders’ equity. We report net realized investment gains and losses in the consolidated statements of income. These investments are subject to impairment reviews to determine when a decline in fair value is other-than temporary. See “— Other-Than-Temporary Impairments (OTTI)” above.


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We determine the fair value of fixed maturities primarily by obtaining prices from third-party independent pricing services, and we do not adjust their prices or obtain multiple prices for these securities. As of December 31, 2009 and 2008, our pricing services priced 93.6% and 95.1%, respectively, of our fixed maturities. The third-party independent pricing services we use have policies and processes to ensure that they are using objectively verifiable, observable market data, including documentation on the observable market inputs, by major security type, used to determine the prices. Securities are priced using evaluated pricing models that vary by asset class. The standard inputs for security evaluations include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and other reference data, including market research publications. Because many fixed income securities do not trade on a daily basis, evaluated pricing models apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. In addition, models are used to develop prepayment and interest rate scenarios, which take into account market convention.
 
Our pricing services routinely review the inputs for the securities they cover, including broker quotes, executed trades and credit information, as applicable. We perform analyses on the prices received from our pricing services to ensure that the prices represent a reasonable estimate of fair value. We gain assurance on the overall reasonableness and consistent application of input assumption valuation methodologies, as well as compliance with accounting standards for fair value determination through various processes, including: evaluation of pricing methodologies and inputs; analytical reviews of changes in certain prices between reporting periods; and back-testing of selected sales activity to determine whether there are any significant differences between the market price used to value the security prior to sale and the actual sales price. Through our analysis, we have engaged our pricing services in discussion regarding the valuation of a security; however, it has not been our practice to adjust their prices.
 
If our pricing services determine that they do not have sufficient objectively verifiable information about a security, they will not provide a valuation for that security. In such situations, we determine the security’s fair value using internal pricing models that typically utilize significant, unobservable market inputs or inputs that are difficult to corroborate with observable market-based data.
 
As of December 31, 2009 and 2008, we had, $901.3, or 4.8%, and $632.2, or 4.0%, respectively, of our fixed maturities portfolio, was invested in private placement securities, which are not actively traded. The fair values of these assets are determined using a discounted cash flow approach. The valuation model requires the use of inputs that are not market-observable and involves significant judgment. The discount rate is based on the current Treasury curve adjusted for credit and liquidity factors. The appropriate illiquidity adjustment is estimated based on illiquidity spreads observed in transactions involving other similar securities. We consider this approach appropriate for this asset class, which comprises 76.2% of our Level 3 fixed maturities.
 
We use our judgment in assigning our fixed maturities to a level within the fair value hierarchy by determining whether the market for a given security is active and if significant pricing inputs are observable. We determine the existence of an active market by assessing whether transactions occur with sufficient frequency and volume to provide reliable pricing information, as discussed below.
 
When we have significant observable market inputs, which is generally the case when the security is priced by our pricing services, it is classified as a Level 2 measurement. When there is not sufficient observable market information and the security is priced using internal pricing models, which is generally the case for corporate private placements and other securities our pricing services are unable to price, it is classified as a Level 3 measurement. The inputs used to measure the fair value of securities priced using internal pricing models may fall into different levels of the fair value hierarchy. It has been our experience that, in these situations, the lowest level input that is significant to the determination of fair value is a Level 3 input and thus, we typically report securities valued using internal pricing models as Level 3 measurements. In limited situations, private placement securities are valued through the use of a single broker quote because the security is very thinly traded. In such situations, we consider the fair value a Level 3 measurement.
 
Fixed maturities categorized as Level 3 investments were $1,183.5 and $674.3 as of December 31, 2009 and 2008, respectively. The increase is primarily due to purchases near the end of the third quarter of


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$263.5 of residential mortgage-backed securities backed by reverse mortgages, which is a new asset class for which we did not have significant observable inputs; the purchase of $167.1 of private placement securities; and an increase in the fair value of private placement securities of $118.7 due to the tightening of credit spreads during 2009. As of December 31, 2009 and 2008, we had net unrealized gains (losses) of $25.2 and $(103.8), respectively, on our Level 3 fixed maturities. For the year ended December 31, 2009 and 2008, we reported net realized losses of $5.6 and $12.1, respectively, on our Level 3 fixed maturities.
 
We believe that the amount we may realize upon settlement or maturity of our fixed maturities may differ significantly from the estimated fair value of the security, as we do not actively trade our fixed maturity portfolio. Our investment management objective is to support the expected cash flows of our liabilities and to produce stable returns over the long term. To meet this objective, we typically hold our fixed maturities until maturity or until market conditions are favorable for the sale of such investments.
 
We estimate that a 1% increase in interest rates would cause the fair value of our fixed maturity portfolio that is subject to interest rate risk to decline by approximately $1.00 billion and $0.81 billion, based on our securities positions as of December 31, 2009 and 2008, respectively (see Item 7A — “Quantitative and Qualitative Disclosures about Market Risk — Sensitivity Analysis” for further information).
 
Valuation of Marketable Equity Securities
 
Marketable equity securities, trading consists of investments in common stock. Marketable equity securities, available-for-sale primarily consists of investments in non-redeemable preferred stock. Both consist primarily of investments in publicly traded companies. The fair values of our marketable equity securities are primarily based on quoted market prices in active markets for identical assets. We classify the majority of these securities as Level 1.
 
The impact of changes in the fair value of our trading portfolio is recorded in net investment gains (losses) in the consolidated statements of income. The impact of changes in the fair value of our available-for-sale portfolio is recorded as an unrealized gain or loss in AOCI, a separate component of equity. The available-for-sale marketable equity portfolio is subject to impairment reviews to determine when a decline in fair value is other-than-temporary. See “— Other-Than-Temporary Impairments (OTTI)” above.
 
We estimate that a 10% decline in market prices would cause the fair value of our equity investments to decline by approximately $23.2 and $21.4 as of December 31, 2009 and 2008, respectively (see Item 7A — “Quantitative and Qualitative Disclosures about Market Risk — Sensitivity Analysis” for further information).
 
Deferred Policy Acquisition Costs
 
We defer as assets certain costs, generally commissions, distribution costs and other underwriting costs, that vary with, and are primarily related to, the production of new and renewal business. We limit our deferral to acquisition expenses contained in our product pricing assumptions. The following table summarizes our DAC asset balances by segment:
 
                 
    Year Ended
    Year Ended
 
    December 31,
    December 31,
 
    2009     2008  
 
Group
  $ 3.2     $ 3.3  
Retirement Services
    249.1       158.7  
Income Annuities
    22.4       14.5  
Individual
    51.0       43.0  
                 
Total unamortized balance at end of period
    325.7       219.5  
Accumulated effect of net unrealized (gains) losses
    (75.3 )     28.0  
                 
Balance at end of period
  $ 250.4     $ 247.5  
                 
 
In our Group segment, the DAC amortization period for medical stop-loss policies is one year as these policies are repriced on an annual basis.


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In our Retirement Services, Income Annuities and Individual segments, we amortize acquisition costs over the premium paying period or over the lives of the policies in proportion to the future estimated gross profits, or EGPs, of each of these product lines, as follows:
 
  •      Retirement Services.  The DAC amortization period is typically 20 years for the deferred annuities, although most of the DAC amortization occurs within the first 10 years because the EGPs are highest during that period. It is common for deferred annuity policies to lapse after the surrender charge period expires.
 
  •      Income Annuities.  The DAC amortization period for SPIAs, including structured settlement annuities, is the benefit payment period. The benefit payment periods vary by policy; however, nearly all benefits are paid within 80 years of contract issue.
 
  •      Individual.  The DAC amortization period related to universal life policies is typically 25 years. DAC amortization related to our term life insurance policies is the premium paying period, which ranges from 10 to 30 years.
 
To determine the EGPs, we make assumptions as to lapse and withdrawal rates, expenses, interest margins, mortality experience, long-term equity market returns and investment performance. Estimating future gross profits is a complex process requiring considerable judgment and forecasting of events well into the future.
 
Changes to assumptions can have a significant impact on DAC amortization. In the event actual experience differs from our assumptions or our future assumptions are revised, we adjust our EGPs, which could result in a significant increase in amortization expense. We true up our assumptions with actual experience on a quarterly basis. For future assumptions we complete a study and refine our estimates of future gross profits annually during the third quarter. Upon completion of an assumption study, we revise our assumptions to reflect our current best estimate, thereby changing our estimate of projected EGPs used in the DAC asset amortization models. The following would generally cause an increase in DAC amortization expense: increases to lapse and withdrawal rates in the current period, increases to expected future lapse and withdrawal rates, increases to future expected expense levels, increases to interest margins in the current period, decreases to expected future interest margins and decreases to current or expected equity market returns. EGPs are adjusted quarterly to reflect actual experience to date.
 
We regularly conduct DAC recoverability analyses. We compare the current DAC asset balance with the estimated present value of future profitability of the underlying business. The DAC asset balances are considered recoverable if the present value of future profits is greater than the current DAC asset balance.
 
In connection with our recoverability analyses, we perform sensitivity analyses on our two most significant DAC asset balances, which currently consist of our Retirement Services deferred annuity product and our Individual universal life product DAC asset balances, to capture the effect that certain key assumptions have on DAC asset balances. The sensitivity tests are performed independently, without consideration for any correlation among the key assumptions. The following depicts the sensitivities for our deferred annuity, universal life and BOLI DAC asset balances: if we changed our future lapse and withdrawal rate assumptions by a factor of 10%, the effect on the DAC asset balance is approximately $2.9; if we changed our future expense assumptions by a factor of 10%, the effect on the DAC asset balance is less than $0.2.
 
The DAC asset balance on the date of our Acquisition, August 2, 2004, was reset to zero, in accordance with the purchase method of accounting (referred to as PGAAP). Because of this, quarterly updates to our DAC models to reflect actual experience have led to immaterial changes in the DAC asset balance and amortization, and the magnitude of the sensitivities is currently relatively small. We expect the DAC asset balance to grow as we continue to write new business, and as this occurs, we would expect the sensitivities to grow accordingly. In addition, depending on the amount and the type of new business written in the future we may determine that other assumptions may produce significant variations in our financial results.


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Funds Held Under Deposit Contracts
 
Liabilities for fixed deferred annuity contracts and universal life policies, including BOLI, are computed as deposits net of withdrawals made by the policyholder, plus amounts credited based on contract specifications, less contract fees and charges assessed, plus any additional interest. The unamortized PGAAP reserve, related to the Acquisition, is also included in this balance. As of December 31, 2009, our funds held under deposit contracts totaled $18.8 billion.
 
For SPIAs, including structured settlements, liabilities are based on discounted amounts of estimated future benefits. Contingent future benefits are discounted with best-estimate mortality assumptions, which include provisions for longer life spans over time. The interest rate pattern used to calculate the reserves for SPIAs is set at issue for policies issued subsequent to the Acquisition or based upon prevailing market interest rates for policies in existence on the Acquisition date. The interest rates within the pattern vary over time and start with interest rates that prevailed at contract issue or on the Acquisition date. As of December 31, 2009, the weighted-average implied interest rate on the existing book of business was 6.0% and is expected to grade to 6.7% during the next 20 years.
 
Future Policy Benefits
 
We compute liabilities for future policy benefits under traditional individual life and group life insurance policies on the level premium method, which uses a level premium assumption to fund reserves. We select the level of premiums at issuance so that the actuarial present value of future benefits equals the actuarial present value of future premiums. We set the interest, mortality and persistency assumptions in the year of issue and include provisions for adverse deviations. These liabilities are contingent upon the death of the insured while the policy is in force. We derive mortality assumptions from both company-specific and industry statistics. We discount future benefits at interest rates that vary by year of policy issue, are set initially at a rate consistent with portfolio rates at the time of issue, and grade to a lower rate, such as the statutory valuation interest rate, over time. Assumptions are made at the time each policy is issued, and do not change over time unless the liability amount is determined to be inadequate to cover future policy benefits. The provisions for adverse deviations are intended to provide coverage for the risk that actual experience may be worse than locked-in best-estimate assumptions.
 
We periodically compare our actual experience with our estimates of actuarial liabilities for future policy benefits. To the extent that actual policy benefits differ from the reserves established for future policy benefits, such differences are recorded in the consolidated statements of income in the period in which the variances occur, which could result in a decrease in profits, or possibly losses. No revisions to assumptions within the future policy benefits liabilities have been necessary and therefore we have not experienced any significant impact in our financial results due to changes in assumptions.
 
Policy and Contract Claims
 
Liabilities for policy and contract claims primarily represent liabilities for claims under group medical coverages and are established on the basis of reported losses. We also provide for claims incurred but not reported, or IBNR, based on expected loss ratios, claims paying completion patterns and historical experience. We continually review estimates for reported but unpaid claims and IBNR. Any necessary adjustments are reflected in current operating results. If expected loss ratios increase or expected claims paying completion patterns extend, the IBNR amount increases.
 
Income Taxes
 
The application of GAAP requires us to evaluate the recoverability of our deferred tax assets and establish a valuation allowance, if necessary, to reduce our deferred tax assets to an amount that is more likely than not to be realizable. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary, and if so, the amount of such allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; future reversals of existing temporary differences; operating income carry-backs or loss carry-


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forwards and their expirations; and any tax planning strategies we would employ to avoid a tax benefit expiring unused.
 
Our deferred tax assets are primarily related to unrealized losses on investment securities, reserves, capitalization of policy acquisition costs and investment impairments. As of December 31, 2008 we had significant unrealized losses that were attributable to volatility and disruption within the capital markets. To assess the impact of this volatility, we reviewed our invested assets supporting the liquidity requirements of our insurance and investment product liabilities to assess future reversals and the utilization of capital loss carry-backs and carry-forwards related to our investment timing differences. As of December 31, 2009, our unrealized losses on investment securities improved to an overall net unrealized gain.
 
Our analyses indicated we would be able to fully realize the deferred tax assets as of December 31, 2009 and 2008, and thus, no valuation allowances were necessary.
 
New Accounting Standards
 
For a discussion of recently adopted and not yet adopted accounting pronouncements, see Note 2 to the accompanying audited financial statements.
 
Sources of Revenues and Expenses
 
Our primary sources of revenues from our insurance operations are premiums and net investment income. Our primary sources of expenses from our insurance operations are policyholder benefits and claims, interest credited to policyholder reserves and account balances and general business and operating expenses, net of DAC. We also generate net realized investment gains (losses) on sales or impairment of our investments and changes in fair value on our equity trading portfolio.
 
Each of our four operating segments maintains its own portfolio of invested assets. The net investment income and realized investment gains (losses) incurred are reported in the segment in which they occur. We also allocate surplus net investment income to each segment using a risk-based capital formula. The unallocated portion of net investment income is reported in the Other segment. In addition, we allocate certain corporate expenses to each operating segment using multiple factors including employee headcount, allocated investments, account values and time study results.
 
Revenues
 
Premiums and other considerations
 
Premiums and other considerations consist primarily of premiums from our group life and health and individual life insurance products, and COI charges on our universal life insurance and BOLI polices.
 
Net investment income
 
Net investment income represents the income earned on our investments, net of investment expenses, including gains or losses on changes in the fair value on our investments in limited partnerships, primarily private equity and hedge funds.
 
Other revenues
 
Other revenues include mortality expense, surrender and other administrative charges, revenues from our non-insurance businesses and reinsurance allowance fees.
 
Net realized investment gains (losses)
 
Net realized investment gains (losses) mainly consists of realized gains (losses) from sales of our investments, realized losses from investment impairments and changes in fair value on our trading portfolio and FIA options.


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Benefits and Expenses
 
Policyholder benefit and claims
 
Policyholder benefits and claims consist of benefits paid and reserve activity on group life and health and individual life products. In addition, we record, as a reduction of this expense, PGAAP reserve amortization related to our fixed deferred annuities and BOLI policies.
 
Interest credited
 
Interest credited represents interest credited to policyholder reserves and contractholder general account balances.
 
Other underwriting and operating expenses
 
Other underwriting and operating expenses represent non-deferrable costs related to the acquisition and ongoing maintenance of insurance and investment contracts, including certain non-deferrable commissions, policy issuance expenses and other general operating costs.
 
Interest expense
 
Interest expense primarily includes interest on corporate debt, the impact of interest rate hedging activities and amortization of debt issuance costs.
 
Amortization of deferred policy acquisition costs
 
We defer as assets certain costs, generally commissions, distribution costs and other underwriting costs, that vary with, and are primarily related to, the production of new and renewal business. Amortization of previously capitalized DAC is recorded as an expense.
 
Use of non-GAAP Financial Measures
 
Certain tables and related disclosures in this report include non-GAAP financial measures. We believe these measures provide useful information to investors in evaluating our financial performance or condition. In addition, our management and board of directors use these measures to gauge the historical performance of our operations and for business planning purposes. In the following paragraphs, we provide definitions of these non-GAAP measures and explain how we believe investors will find them useful, how we use them, what their limitations are and how we compensate for such limitations.
 
Adjusted Operating Income
 
Adjusted operating income is a non-GAAP measure of our performance. Adjusted operating income consists of net income, less after-tax net realized investment gains (losses), plus after-tax net investment gains (losses) on our fixed income annuity (FIA) options.
 
Net income is the most directly comparable GAAP measure to adjusted operating income. Net income for any period presents the results of our insurance operations, as well as our net realized investment gains (losses). We consider investment income generated by our invested assets to be part of the results of our insurance operations because they are acquired and generally held to maturity to generate income that we use to meet our obligations. Conversely, we do not consider the activities reported through net realized investment gains (losses), with the exception of our FIA options, to be reflective of the performance of our insurance operations, as discussed below.
 
We believe investors find it useful to review a measure of the results of our insurance operations separate from the gain and loss activity attributable to most of our investment portfolio because it assists an investor in determining whether our insurance-related revenues, composed primarily of premiums and other considerations and net investment income, have been sufficient to generate operating earnings after meeting


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our insurance-related obligations, composed primarily of claims paid to policyholders and investment returns credited to policyholder accounts, and other operating costs.
 
In presenting adjusted operating income, we are excluding after-tax net realized investment gains (losses). Even though these gains and losses recur in most periods, the timing and amount are driven by investment decisions and external economic developments unrelated to our management of the insurance and underwriting aspects of our business. Thus, because our insurance operations are not dependent on the following, we exclude from adjusted operating income the following items which are recorded in after-tax net realized investment gains (losses):
 
  •      other-than-temporary impairments (OTTI) related to available-for-sale securities, which depend on the timing and severity of market credit cycles and management judgments regarding recoverability;
 
  •      net gains (losses) on changes in fair value of our trading securities, which depend on equity market performance and broader market conditions; and
 
  •      net realized gains (losses) on sales of securities, which are subject to our discretion and influenced by market opportunities.
 
The one exception to the exclusion of realized investment gains and losses is the gains (losses) on our FIA options in our Retirement Services segment. Each year, we use the realized gains from our FIA options, similar to the way we use investment income, to meet our obligations associated with our FIA product, which credits interest to policyholder accounts based on equity market performance.
 
In addition to using adjusted operating income to evaluate our insurance operations, our management and board of directors have other uses for this measure, including managing our insurance liabilities and assessing achievement of our financial plan. For instance, we use adjusted operating income to help determine the renewal interest rates we can afford to credit to policyholders. We also develop a financial plan that includes our expectation of adjusted operating income. We review our achievement of our financial plan by understanding variances between actual and planned adjusted operating income. We use this information to make decisions on how to manage our consolidated insurance operations, including making decisions regarding expense budgets, product prices and the purchase of tax-advantaged affordable housing limited partnerships.
 
Adjusted operating income is not a substitute for net income determined in accordance with GAAP. The adjustments made to derive adjusted operating income are important to understanding our overall results from operations and, if evaluated without proper context, adjusted operating income possesses material limitations. As an example, we could produce a low level of net income in a given period, despite strong operating performance, if in that period we generate significant net realized losses from our investment portfolio. We could also produce a high level of net income in a given period, despite poor operating performance, if in that period we generate significant net realized gains from our investment portfolio. As an example of another limitation of adjusted operating income, it does not include the decrease in cash flows expected to be collected as a result of credit loss OTTI. Further, it includes changes to net investment income as a result of OTTI, which are not directly related to our insurance operations, and does not adjust for any negative impact to cash flows that we may experience in future periods as a result of such changes in net investment income. Therefore, our management and board of directors also separately review net realized investment gains (losses) and analyses of our net investment income, including impacts related to OTTI writedowns, in connection with their review of our investment portfolio. In addition, our management and board of directors examine net income as part of their review of our overall financial results. For a reconciliation of adjusted operating income to net income, see Item 6 — “Selected Financial Data” on page 46.


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Adjusted Book Value, Adjusted Book Value per Common Share and Adjusted Book Value per Common Share, as Converted
 
Adjusted book value
 
Adjusted book value is a non-GAAP financial measure of our financial condition. Adjusted book value consists of stockholders’ equity, less accumulated other comprehensive income (loss), or AOCI.
 
Stockholders’ equity is the most directly comparable GAAP measure to adjusted book value. AOCI, which is primarily composed of the net unrealized gains (losses) on our fixed maturities, net of taxes, is a component of stockholders’ equity.
 
We purchase fixed maturities with durations and cash flows that match our estimate of when our insurance liabilities and other obligations will come due. We typically expect to hold our fixed maturities to maturity, using the principal and interest cash flows to pay our obligations over time. Since we expect to collect the contractual cash flows on these fixed maturities, we do not expect to realize the unrealized gains (losses) that are included in our AOCI balance as of any particular date. AOCI primarily fluctuates based on changes in the fair value of our fixed maturities, which is driven by factors outside of our control, including the impact of credit market conditions and the movement of interest rates and credit spreads. These fluctuations do not reflect any change in the cash flows we expect to receive. As an example, an increase in the fair value of our fixed maturities improved AOCI by $1,002.9, or 95%, from December 31, 2008 to December 31, 2009, due to credit market improvements and tightening of interest spreads. This contributed to a related increase in stockholders’ equity over the same period of $1,147.1, or 401%; however, this increase did not impact our estimates regarding collection of cash flows on the underlying fixed maturities.
 
We believe investors find it useful if we present them with a financial measure that removes from stockholders’ equity these temporary and unrealized changes in the fair values of our investments, and the related effects on AOCI. By evaluating our adjusted book value, an investor can assess our financial condition based on our general practice of holding our fixed investments to maturity. For example, we believe it is important that an investor not assume that an increase in stockholders’ equity driven by unrealized gains means our company has grown in value and alternatively, it is important that an investor not assume that a decrease in stockholders’ equity driven by unrealized losses means our company’s value has decreased.
 
In addition to using adjusted book value to evaluate our financial condition, our management and board of directors have other uses for this measure, including reviewing debt levels as a percentage of adjusted book value to monitor compliance with revolving credit facility covenants and helping to maintain and improve our ratings from rating agencies. Our management also compares adjusted book value to regulatory capital to assess our ability to maintain regulatory capital ratios and ratings. Finally, our board of directors uses adjusted book value as a basis to measure the success of our company over historical periods and reviews and ultimately approves management’s financial plans based on the projected growth in adjusted book value.
 
Adjusted book value is not a substitute for stockholders’ equity determined in accordance with GAAP and considering adjusted book value on its own would present material limitations to an analysis of our financial condition. For example, AOCI may deteriorate due to higher interest rates, credit spreads and issues specific to particular investments. By not considering the size of gross unrealized losses within AOCI, an investor may fail to appreciate the size of potential losses or the amount of potential gains based on the fair value of our fixed maturities. As a result, when evaluating our financial condition, we compensate for these limitations by also considering stockholders’ equity and the unrealized losses on invested assets, which are provided in our investment disclosures (see “— Investments” for further information).
 
Adjusted book value should not be considered a substitute for stockholders’ equity. For a reconciliation of adjusted book value to stockholders’ equity, see Item 6 — “Selected Financial Data” on page 46.
 
Adjusted book value per common share
 
Adjusted book value per common share is a non-GAAP financial measure of our financial condition. Adjusted book value per common share is calculated as adjusted book value, divided by outstanding common


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shares. This measure does not include the 18,975,744 shares subject to outstanding warrants for all periods presented because the warrant holders only participate in dividends and would not be entitled to proceeds in the event of a liquidation or winding down of our company should such event precede the exercise of the outstanding warrants.
 
Book value per common share is the most directly comparable GAAP measure to adjusted book value per common share. Book value per common share is calculated as stockholders’ equity divided by the sum of our common shares outstanding and shares issuable pursuant to outstanding warrants.
 
We believe investors find it useful if we present them with adjusted book value (discussed above), a financial measure that removes AOCI from stockholders’ equity, and then translate it into another measure, adjusted book value per common share, that allows the investor to understand the value of its investment on the adjusted book value basis. By evaluating this measure, an investor will be able to assess its proportionate stake in our adjusted book value as of the dates presented, and the change in such measure over time, based on our practice of holding our fixed maturities to maturity. In addition, this measure allows an investor to understand the value of its investment based on current shares outstanding because it represents our future share count in the event that the outstanding warrants are not exercised before they expire.
 
In addition to using adjusted book value to evaluate our financial condition on a per common share basis, our management and board of directors use this measure to assess the cost of obtaining new equity capital and to compare the value and the change in value over time of our common shares to that of our peer companies. For example, our board of directors takes into account the expected market price of our common shares relative to adjusted book value per common share when considering raising new equity capital.
 
Adjusted book value per common share is not a substitute for book value per common share determined in accordance with GAAP and only considering adjusted book value per common share on its own would present material limitations similar to those discussed above with respect to adjusted book value.
 
Adjusted book value per common share should not be considered a substitute for book value per common share. For a reconciliation of adjusted book value per common share to book value per common share, see Item 6 — “Selected Financial Data” on page 46.
 
Adjusted book value per common share, as converted
 
Adjusted book value per common share, as converted, is a non-GAAP financial measure of our financial condition and gives effect to the exercise of our outstanding warrants. Adjusted book value per common share, as converted, is calculated as adjusted book value plus the assumed proceeds from the warrants, divided by the sum of outstanding common shares and shares subject to outstanding warrants. Our shares issuable pursuant to outstanding warrants were 18,975,744 for all periods presented.
 
Book value per common share is the most directly comparable GAAP measure to adjusted book value per share, as converted. Book value per common share is calculated as stockholders’ equity divided by the sum of our common shares outstanding and shares issuable pursuant to our outstanding warrants.
 
We believe investors find it useful if we present them with adjusted book value (discussed above), a financial measure that removes AOCI from stockholders’ equity and then translate it into another measure, adjusted book value per common share, as converted, which gives effect to the exercise of our outstanding warrants. By evaluating this measure, an investor will be able to assess its proportionate stake in our adjusted book value for the periods presented, on a fully diluted basis. We believe it is most meaningful for investors to compare this measure to adjusted book value per common share as this will allow the investor to understand the dilutive effect if the warrant holders exercise our outstanding warrants.
 
As discussed above, our management and board of directors use adjusted book value per common share to compare the value of a share of our common stock to that of our peer companies, and also to measure the cost of new equity capital. To further this analysis, our management and board of directors also make these comparisons and judgments after taking into account the potential dilutive effect of the exercise of our outstanding warrants.


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Adjusted book value per common share, as converted, is not a substitute for book value per common share determined in accordance with GAAP and only considering adjusted book value per common share, as converted, on its own would present material limitations similar to those discussed above with respect to adjusted book value.
 
Adjusted book value per common share, as converted, should not be considered a substitute for book value per common share. For a reconciliation of adjusted book value per common share, as converted, to book value per common share, see Item 6 — “Selected Financial Data” on page 46.
 
Operating ROAE
 
Operating return on average equity, or operating ROAE, is a non-GAAP measure of our performance. Operating ROAE consists of adjusted operating income for the most recent four quarters, divided by average adjusted book value, both of which are non-GAAP measures as described above. We measure average adjusted book value by averaging adjusted book value for the most recent five quarters.
 
Return on stockholders’ equity, or ROE, is the most directly comparable GAAP measure. Return on stockholders’ equity for the most recent four quarters is calculated as net income for such period divided by the average stockholders’ equity for the most recent five quarters.
 
As discussed above under “— Adjusted operating income,” we believe investors find it useful to review the results of our insurance operations separate from the gain and loss activity attributable to most of our investment portfolio because it highlights trends in the performance of our insurance operations. In addition, as discussed above under “— Adjusted Book Value, Adjusted Book Value per Common Share and Adjusted Book Value per Common Share, as Converted,” we believe investors find it useful if we present them with a financial measure that removes from stockholders’ equity the temporary and unrealized changes in the fair values of our investments, and the related effects on AOCI, because we do not expect to realize the unrealized gains (losses) that are included in our AOCI balance as of any particular date. By referring to operating ROAE, an investor can form a judgment as to how effectively our management uses funds invested by our stockholders to generate adjusted operating income growth. Thus, we present operating ROAE for a period to measure the rate of return produced by our adjusted operating income in such period based on our average adjusted book value for such period.
 
In addition to using operating ROAE to evaluate how effectively our management uses funds invested in our company, our management and board of directors have additional uses for operating ROAE. These include comparing our operating ROAE to those of our peer companies, comparing our operating ROAE against our target return objectives, and determining if our insurance and annuity products are priced to achieve our long-term targets.
 
However, because operating ROAE excludes realized and unrealized gains (losses) on our investment portfolio, it has material limitations as a financial measure of performance and should not be considered on its own. As an example, we could produce a high operating ROAE in a given period, despite poor net income, if in that period we generated significant net realized losses from our investment portfolio. To compensate for such limitations, we also consider ROE to assess financial performance and return on total equity.
 
Operating ROAE should not be considered a substitute for ROE. The numerator and denominator of operating ROAE have been reconciled to net income and stockholders’ equity, respectively, their most comparable GAAP financial measures, in Item 6 — “Selected Financial Data” on page 46.


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Results of Operations
 
Total Company
 
The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes within the accompanying audited financial statements. Set forth below is a summary of our consolidated financial results. The variances noted in the total company and segment tables should be interpreted as increases (decreases), respectively.
 
                                         
    Years Ended December 31,     Variance (%)  
    2009     2008     2007     2009 vs. 2008     2008 vs. 2007  
 
Revenues:
                                       
Premiums and other considerations
  $ 573.6     $ 584.8     $ 530.5       (1.9 )%     10.2 %
Net investment income
    1,113.6       956.5       973.6       16.4       (1.8 )
Other revenues
    56.4       67.8       68.7       (16.8 )     (1.3 )
Net realized investment gains (losses)(1):
                                       
Total other-than-temporary impairment losses on securities
    (191.2 )     (86.4 )     (16.2 )                
Less: portion of loss recognized in other comprehensive income
    104.7                              
                                         
Net impairment losses recognized in earnings
    (86.5 )     (86.4 )     (16.2 )     0.1       *  
Other net realized investment gains (losses)
    57.2       (71.6 )     33.0       *       *  
                                         
Total net realized investment gains (losses)
    (29.3 )     (158.0 )     16.8       81.5       *  
                                         
Total revenues
    1,714.3       1,451.1       1,589.6       18.1       (8.7 )
Benefits and Expenses:
                                       
Policyholder benefits and claims
    350.5       348.5       267.1       0.6       30.5  
Interest credited
    846.8       766.1       752.3       10.5       1.8  
Other underwriting and operating expenses
    252.7       265.8       281.9       (4.9 )     (5.7 )
Interest expense
    31.8       31.9       21.5       (0.3 )     48.4  
Amortization of deferred policy acquisition costs
    51.4       25.8       18.0       99.2       43.3  
                                         
Total benefits and expenses
    1,533.2       1,438.1       1,340.8       6.6       7.3  
                                         
Income from operations before income taxes
    181.1       13.0       248.8       *       (94.8 )
Provision (benefit) for income taxes:
                                       
Current
    6.7       23.8       62.8                  
Deferred
    46.1       (32.9 )     18.7                  
                                         
Total provision (benefit) for income taxes
    52.8       (9.1 )     81.5       *       *  
                                         
Net income
  $ 128.3     $ 22.1     $ 167.3       *       (86.8 )
                                         
Net income per common share(2):
                                       
Basic
  $ 1.15     $ 0.20     $ 1.50                  
                                         
Diluted
  $ 1.15     $ 0.20     $ 1.50                  
                                         
Weighted average common shares outstanding:
                                       
Basic
    111.622       111.622       111.622                  
                                         
Diluted
    111.626       111.622       111.622                  
                                         
Non-GAAP Financial Measures(3):
                                       
Adjusted operating income
  $ 147.9     $ 122.9     $ 154.9       20.3 %     (20.7 )%
                                         
Reconciliation to net income:
                                       
Net income
  $ 128.3     $ 22.1     $ 167.3                  
Less: Net realized investment gains (losses) (net of taxes)
    (19.1 )     (102.7 )     10.9                  
Add: Net investment gains (losses) on FIA options (net of taxes)
    0.5       (1.9 )     (1.5 )                
                                         
Adjusted operating income
  $ 147.9     $ 122.9     $ 154.9                  
                                         
 
footnotes on following page


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 * Represents percentage variances that are not meaningful.
 
(1) We adopted new OTTI accounting guidance effective January 1, 2009, which changed the recognition and measurement of OTTI for fixed maturities. See “— Other-Than-Temporary Impairments (OTTI)” above.
 
(2) Basic net income per common share includes all participating securities, including warrants, using the two-class method. Diluted net income per share includes the dilutive impact of non-participating, unvested restricted stock awards, based on the application of the treasury stock method, weighted for the portion of the period they were outstanding.
 
(3) For a definition and discussion of the uses and limitations of this non-GAAP measure and other metrics used in our analysis, see “— Use of non-GAAP Financial Measures” above.
 
Twelve Months Ended December 31, 2009 Compared to the Twelve Months Ended December 31, 2008
 
Summary of Results
 
Net income increased $106.2 on an increase in adjusted operating income and a reduction in net realized investment losses. Adjusted operating income increased $25.0, which was driven primarily by an increase in the investment margin (net investment income less interest credited) in our Retirement Services segment, increased returns on our investments in limited partnerships, which produced gains of $8.9 in 2009, compared to losses of $24.4 in 2008, and a decrease in other underwriting and operating expenses. These favorable drivers were partially offset by a decrease in our Group segment’s underwriting margin (premiums less policyholder benefits and claims) and an increase in DAC amortization.
 
Net realized investment losses decreased $128.7 on improved performance of our equity portfolio, which yielded total returns of 34.0%, as compared to (30.6)% in 2008, and outpaced the 2009 S&P 500 total return index of 26.5%. For further discussion on our investment results and portfolio, including a discussion of our impairment charges, refer to “— Investments.”
 
The provision (benefit) for income taxes increased $61.9 primarily due to higher income from operations before income taxes in 2009, compared to 2008.
 
Further discussion of adjusted operating income drivers described above:
 
Our Retirement Services’ investment margin increased $46.4 as a result of a $1.9 billion increase in our fixed annuity account value. Strong sales of fixed deferred annuity products drove this increase as there was a higher demand for fixed retirement savings products during the economic downturn, and we continued to capitalize on our broad distribution network. In addition to the strong sales growth in our Retirement Services segment, we also saw sales growth in our Income Annuities and Individual segments.
 
Our other underwriting and operating expenses decreased $13.1 as a result of an overall reduction in non-deferrable operating expenses. We experienced a $4.0 decrease in payroll and employee related expenses due to attrition and disciplined expense management. In addition, the growth in sales resulted in an increase in deferrable acquisition costs, especially in our Individual segment. Increased Individual sales in 2009 resulted in $2.8 of additional deferral in 2009 compared to 2008. In our Group segment, commission expense, which is not deferred, decreased $4.3, consistent with decreased premium. Also, in our Group segment, the sale of our third party administrator decreased expenses $3.4.
 
The $17.1 decrease in our Group segment’s underwriting margin was driven by decreased premiums without a corresponding decrease in claims. We experienced reduced premium as a result of lower sales and renewals, which was primarily driven by pricing increases in the medical stop-loss line as we focused on pricing to achieve our target loss ratios. We also experienced an increase in larger dollar claims in 2009 as compared to 2008.
 
The $25.6 increase in amortization of DAC is due primarily to an increase in amortization of DAC in our Retirement Services segment of $21.5 driven by a growing block of business and corresponding DAC


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asset, as sales grew year over year. In addition, our amortization of DAC increased in Retirement Services as we experienced increased investment margins as noted above.
 
Twelve Months Ended December 31, 2008 Compared to the Twelve Months Ended December 31, 2007
 
Summary of Results
 
Net income decreased $145.2 due to a decrease in adjusted operating income and a decrease in net realized investment gains (losses). The decrease in adjusted operating income of $32.0 was driven by decreased returns on our investments in limited partnerships, which produced losses of $24.4 in 2008 compared to gains of $7.0 in 2007, a decrease in our Group segment’s underwriting margin and an increase in interest expense of $10.4 due to our CENTs debt offering in October 2007. These items were mitigated by strong sales of fixed deferred annuities, which drove an increase in our fixed annuities account value, a $5.9 increase in the investment margin related to these products and a $16.1 decrease in other underwriting and operating expenses.
 
Net realized investment gains (losses) decreased $174.8 as impairments increased from $16.2 to $86.4 and recorded net losses on our trading portfolio of $64.5, resulting from declining equity markets in 2008. Beginning in 2008, we elected to record changes in fair value on equity securities in income, which previously were reported as a component of other comprehensive income (loss). For further discussion on our investment portfolio, refer to “— Investments.”
 
The provision (benefit) for income taxes decreased $90.6 to a $9.1 benefit from an $81.5 expense, primarily due to the significant reduction in income from continuing operations and an increase in affordable housing tax credits.
 
Further discussion of adjusted operating income drivers described above:
 
The $25.1 decrease in our Group segment’s underwriting margin was driven by higher paid medical stop-loss claims applied to a larger book of business driven by strong sales growth and renewals in 2008. We adjusted our pricing to grow our block of business in 2008 leading to increased premium, as well as an increase in the overall loss ratio.
 
Our investment margin increased $5.9 in our Retirement Services segment as a result of a $1.3 billion increase in our fixed annuity account value. Strong sales of fixed deferred annuity products drove this increase as there was a higher demand for fixed retirement savings products, especially during the second half of 2008.
 
Our other underwriting and operating expenses decreased $16.1 mainly due to a $4.5 decrease in professional services expenses, primarily IT related, and a reduction in general management expenses which were primarily related to management bonuses. In addition, strong 2008 sales resulted in an increase in deferrable policy acquisition costs.
 
Segment Operating Results
 
The results of operations and selected operating metrics for our five segments, (Group, Retirement Services, Income Annuities, Individual and Other), for the years ended December 31, 2009, 2008 and 2007 are set forth in the following respective sections.


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Group
 
The following table sets forth the results of operations relating to our Group segment:
 
                                         
    Years Ended December 31,     Variance (%)  
    2009     2008     2007     2009 vs. 2008     2008 vs. 2007  
 
Operating revenues:
                                       
Premiums and other considerations
  $ 432.2     $ 449.8     $ 392.1       (3.9 )%     14.7 %
Net investment income
    17.8       17.8       18.1       *       (1.7 )
Other revenues
    14.9       19.0       15.2       (21.6 )     25.0  
                                         
Total operating revenues
    464.9       486.6       425.4       (4.5 )     14.4  
Benefits and Expenses:
                                       
Policyholder benefits and claims
    295.4       295.9       213.1       (0.2 )     38.9  
Other underwriting and operating expenses
    106.2       115.7       112.3       (8.2 )     3.0  
Amortization of deferred policy acquisition costs
    7.9       8.1       8.4       (2.5 )     (3.6 )
                                         
Total benefits and expenses
    409.5       419.7       333.8       (2.4 )     25.7  
                                         
Segment pre-tax adjusted operating income
  $ 55.4     $ 66.9     $ 91.6       (17.2 )%     (27.0 )%
                                         
 
The following table sets forth selected historical operating metrics relating to our Group segment as of, or for the years ended:
 
                         
    December 31,  
    2009     2008     2007  
 
Group loss ratio(1)
    68.3 %     65.8 %     54.3 %
Expense ratio(2)
    24.5 %     24.8 %     27.8 %
                         
Combined ratio(3)
    92.8 %     90.6 %     82.1 %
                         
Medical stop-loss — loss ratio(4)
    69.8 %     67.9 %     55.2 %
Total sales(5)
  $ 91.3     $ 112.6     $ 86.2  
 
 
(1) Group loss ratio represents policyholder benefits and claims divided by premiums earned.
 
(2) Expense ratio is equal to other underwriting and operating expenses of our insurance operations and amortization of DAC divided by premiums earned.
 
(3) Combined ratio is equal to the sum of the loss ratio and the expense ratio.
 
(4) Medical stop-loss — loss ratio represents medical stop-loss policyholder benefits and claims divided by medical stop-loss premiums earned.
 
(5) Total sales represents annualized first-year premiums.
 
Twelve Months Ended December 31, 2009 Compared to the Twelve Months Ended December 31, 2008
 
Summary of Results
 
Segment pre-tax adjusted operating income decreased $11.5 driven by a decrease in premiums while our claims expense remained relatively flat, as evidenced by our higher loss ratio. In particular, there was a higher frequency of large claims in excess of $0.5. The decrease in premiums was a result of lower sales and renewals related to the medical stop-loss line as we focused on pricing to achieve our target loss ratio. Our 2009 loss ratio increased to 68.3% from 65.8%, which exceeded our target, while the expense ratio remained flat on a smaller block of medical stop-loss business.
 
In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.


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Operating Revenues
 
Premiums and other considerations decreased primarily due to a $15.4 decrease in medical stop-loss premiums, as planned pricing increases and disciplined underwriting in a competitive market led to lower sales and renewals in 2009.
 
Other revenues decreased $4.1 primarily due to a reduction in revenue from our third party administrator, which was sold in the third quarter of 2009.
 
Benefits and Expenses
 
The overall decrease in other underwriting and operating expenses is consistent with the decrease in premiums as our expense ratio remained relatively flat in 2009. Our commissions decreased $4.3 and our premium tax decreased $0.5 driven mainly by decreased premiums. In addition, $3.4 of the total $9.5 decrease was attributable to a reduction in expenses as a result of the sale of our third party administrator.
 
Twelve Months Ended December 31, 2008 Compared to the Twelve Months Ended December 31, 2007
 
Summary of Results
 
Segment pre-tax adjusted operating income decreased $24.7 driven by higher paid medical stop-loss claims as shown in the increase in the medical stop-loss — loss ratio, from 55.2% to 67.9%, applied to a larger block of business from strong sales growth and renewals in 2008. In 2008, we pursued organic growth in our block of stop-loss and generated more premiums but experienced an increase in the actual loss ratio.
 
In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.
 
Operating Revenues
 
Premiums and other considerations increased primarily due to a $58.4 increase in medical stop-loss premiums as a result of an increase in new sales and strong renewals.
 
Other revenues increased $3.8 as MRM, our subsidiary acquired in May 2007, generated revenues of $11.1 in 2008, compared to $6.4 in 2007. This increase was partially offset by a reduction in revenues of $1.2 from our third party administrator.
 
Benefits and Expenses
 
Policyholder benefit and claims increased $82.8 primarily due to the larger block of business on increased sales and renewals, and from the higher loss ratio described above.
 
Other underwriting and operating expenses increased primarily due to a $3.4 increase in commission expense as a result of strong sales in 2008. The overall expense ratio improved by 3.0% in 2008 due to a larger block of medical stop-loss business and disciplined expense management.


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Retirement Services
 
The following table sets forth the results of operations relating to our Retirement Services segment:
 
                                         
    Years Ended December 31,     Variance (%)  
    2009     2008     2007     2009 vs. 2008     2008 vs. 2007  
 
Operating revenues:
                                       
Premiums and other considerations
  $     $ 0.1     $       *       *  
Net investment income
    388.0       261.1       244.3       48.6 %     6.9 %
Other revenues
    16.8       20.2       24.5       (16.8 )     (17.6 )
Net investment gains (losses) on FIA options
    0.8       (2.9 )     (2.3 )     *       26.1  
                                         
Total operating revenues
    405.6       278.5       266.5       45.6       4.5  
Benefits and Expenses:
                                       
Policyholder benefits and claims
    (2.2 )     (6.8 )     (8.3 )     (67.6 )     (18.1 )
Interest credited
    256.9       176.4       165.5       45.6       6.6  
Other underwriting and operating expenses
    55.9       57.4       69.1       (2.6 )     (16.9 )
Amortization of deferred policy acquisition costs
    36.4       14.9       6.0       *       *  
                                         
Total benefits and expenses
    347.0       241.9       232.3       43.4       4.1  
                                         
Segment pre-tax adjusted operating income
  $ 58.6     $ 36.6     $ 34.2       60.1 %     7.0 %
                                         
 
 
* Represents percentage variances that are not meaningful.
 
The following table sets forth selected historical operating metrics relating to our Retirement Services segment as of, or for the years ended:
 
                         
    December 31,  
    2009     2008     2007  
 
Account values — Fixed annuities
  $ 7,655.7     $ 5,724.9     $ 4,445.4  
Account values — Variable annuities
    755.7       645.7       1,059.2  
Interest spread on average account values(1)
    1.81 %     1.67 %     1.68 %
Total sales(2)
  $ 2,228.4     $ 1,766.5     $ 692.3  
 
 
(1) Interest spread is the difference between net investment yield earned and the credited interest rate to policyholders. The investment yield is the approximate yield on invested assets in the general account attributed to the segment. The credited interest rate is the approximate rate credited on policyholder fixed account values within the segment. Interest credited is subject to contractual terms, including minimum guarantees. Interest spread tends to move gradually over time to reflect market interest rate movements and may reflect actions by management to respond to competitive pressures and profit targets.
 
(2) Total sales represent deposits for new policies.
 
Twelve Months Ended December 31, 2009 Compared to the Twelve Months Ended December 31, 2008
 
Summary of Results
 
Segment pre-tax adjusted operating income increased $22.0 as a result of strong sales of fixed annuities, which led to growth in our fixed annuity account values and a $46.4 increase in our investment margin (net investment income less interest credited), partially offset by an increase in DAC amortization.
 
In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.


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Operating Revenues
 
Net investment income increased $126.9, of which $104.6 was a result of a $2.0 billion increase in average invested assets. Also driving the increase was a $22.3 positive rate variance as yields on assets purchased were higher and yields increased to 5.47% from 5.15%. Although our yields increased, the 2009 yield was unfavorably impacted by uninvested cash as a result of increased sales in a tight credit market. This dampened growth in margins primarily during the first nine months of 2009, consequently limiting the growth of segment pre-tax adjusted operating income. We expect future growth in our investment yield as the credit markets have opened slightly, allowing us to carry less cash.
 
Other revenues decreased primarily due to a $3.8 reduction in fees on average variable account values. Although variable annuities account values increased during 2009, the average account value in 2008 was higher as the equity markets declined during the second half of 2008, primarily in the fourth quarter.
 
Net investment gains (losses) on FIA options increased $3.7 with gains of $0.8 in 2009 compared to losses of $2.9 in 2008, as the S&P 500 index increased 23.5% in 2009, as compared to a 38.5% decrease in 2008. The gains in 2009 partially offset the increase in interest credited of $5.9 noted below.
 
Benefits and Expenses
 
Policyholder benefits and claims decreased $4.6 driven by a reduced benefit from amortization of the PGAAP reserve, which was fully amortized as of September 30, 2009, resulting in only nine months of amortization in 2009 compared to 12 months in 2008.
 
Interest credited increased $80.5 primarily due to a 34% increase in average account value as a result of increased sales of fixed deferred annuity products. In addition, due to the growth in the S&P 500 in 2009, compared to a loss in 2008, the interest credited to contractholders of our FIA product increased $5.9.
 
Amortization of DAC increased $21.5, which was primarily driven by a growing block of business and corresponding DAC asset, as sales grew year over year. In addition, increased amortization was driven by an increase in margins in 2009.
 
Twelve Months Ended December 31, 2008 Compared to the Twelve Months Ended December 31, 2007
 
Summary of Results
 
Segment pre-tax adjusted operating income increased $2.4 primarily from strong sales and higher persistency leading to a growing block of business and growth of $5.9 in our investment margin (net investment income less interest credited). Increased sales also resulted in the full deferral of acquisition costs, which contributed positively to lower operating expenses in 2008. Partially offsetting this was a $4.3 decrease in other revenues from lower fees on variable annuities due to the declines in the equity markets in 2008, and an increase in DAC amortization.
 
In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.
 
Operating Revenues
 
Net investment income increased $16.8 primarily driven by a positive volume variance of $17.0 as average invested assets increased to $5.1 billion from $4.7 billion.
 
Benefits and Expenses
 
Interest credited increased $10.9 primarily due to a $14.2 increase as a result of an increase in average fixed account values driven by increased sales.
 
Other underwriting and operating expenses decreased $11.7. This change was primarily driven by increased sales in 2008, which resulted in full deferral of policy acquisition costs in 2008.


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Amortization of DAC increased $8.9, which was primarily driven by a growing book of business and corresponding DAC asset.
 
Income Annuities
 
The following table sets forth the results of operations relating to our Income Annuities segment:
 
                                         
    Years Ended December 31,     Variance (%)  
    2009     2008     2007     2009 vs. 2008     2008 vs. 2007  
 
Operating revenues:
                                       
Net investment income
  $ 422.4     $ 423.4     $ 439.3       (0.2 )%     (3.6 )%
Other revenues
    0.5       0.9       0.8       (44.4 )     12.5  
                                         
Total operating revenues
    422.9       424.3       440.1       (0.3 )     (3.6 )
Benefits and Expenses:
                                       
Interest credited
    357.9       364.5       371.5       (1.8 )     (1.9 )
Other underwriting and operating expenses
    21.0       21.9       22.4       (4.1 )     (2.2 )
Amortization of deferred policy acquisition costs
    1.6       1.4       1.1       14.3       27.3  
                                         
Total benefits and expenses
    380.5       387.8       395.0       (1.9 )     (1.8 )
                                         
Segment pre-tax adjusted operating income
  $ 42.4     $ 36.5     $ 45.1       16.2 %     (19.1 )%
                                         
 
The following table sets forth selected historical operating metrics relating to our Income Annuities segment as of, or for the years ended:
 
                         
    December 31,  
    2009     2008     2007  
 
Reserves(1)
  $ 6,726.3     $ 6,761.2     $ 6,895.4  
Interest spread on reserves(2)
    0.53 %     0.59 %     0.60 %
Mortality gains (losses)(3)
  $ 5.1     $ 2.1     $ (0.1 )
Total sales(4)
    251.8       140.8       140.2  
 
 
(1) Reserves represent the present value of future income annuity benefits and assumed expenses, discounted by the assumed interest rate. This metric represents the amount of our in-force book of business.
 
(2) Interest spread is the difference between net investment yield earned and the credited interest rate on policyholder reserves. The investment yield is the approximate yield on invested assets, excluding equities, in the general account attributed to the segment. The credited interest rate is the approximate rate credited on policyholder reserves and excludes the gains and losses from funding services and mortality.
 
(3) Mortality gains (losses) represent the difference between actual and expected reserves released on death of our life contingent annuities.
 
(4) Sales represent deposits for new policies.
 
Twelve Months Ended December 31, 2009 Compared to the Twelve Months Ended December 31, 2008
 
Summary of Results
 
Segment pre-tax adjusted operating income increased $5.9 due to an increase in mortality gains associated with life contingent annuities and improved yields on our invested assets. In addition, we had a $0.7 increase in gains from funding services activities. We ended the year with sales momentum as SPIA sales began to increase as distribution through our financial institutions channel grew. Sales of structured settlements also increased as competitors exited the market. We believe sales will continue to increase in 2010.


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In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.
 
Operating Revenues
 
Net investment income decreased $1.0. This was the result of a $4.4 decrease due to lower average invested assets backing lower reserves, partially offset by a $3.4 increase as yields rose to 6.06% from 6.01%. The increase in yields was primarily due to changes in prepayment speeds on the underlying collateral of certain mortgage-backed fixed maturities and 2008 losses on our investments in limited partnerships, which were transferred during the third quarter of 2008 from our Income Annuities segment to our Other segment.
 
Benefits and Expenses
 
Interest credited decreased $6.6, which was primarily due to a $4.0 decrease in interest as a result of lower reserves in 2009, consistent with the decrease in investment income, and $3.0 due to an increase in mortality gains.
 
Twelve Months Ended December 31, 2008 Compared to the Twelve Months Ended December 31, 2007
 
Summary of Results
 
Segment pre-tax adjusted operating income decreased $8.6 primarily due to lower investment yields driven by fair value losses on our investments in limited partnerships, partially offset by an increase in mortality gains.
 
In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.
 
Operating Revenues
 
Net investment income decreased $15.9, driven by a $9.5 decrease due to yields declining to 6.01% from 6.15% and a $6.4 decrease due to lower average invested assets backing lower reserves. The decrease in yields was primarily due to a lower return on our investments in limited partnerships, which are included in net investment income. The losses on limited partnerships totaled $1.8 in 2008 compared to gains of $7.0 in 2007. During the third quarter of 2008, we transferred all investments in limited partnerships held by our Income Annuities segment to our Other segment.
 
Benefits and Expenses
 
Interest credited decreased $7.0. This decrease primarily related to a $4.1 decrease in interest as a result of lower reserves as benefit payments exceeded new deposits, and $2.2 due to an increase in mortality gains.


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Individual
 
The following table sets forth the results of operations relating to our Individual segment:
 
                                         
    Years Ended December 31,     Variance (%)  
    2009     2008     2007     2009 vs. 2008     2008 vs. 2007  
 
Operating revenues:
                                       
Premiums and considerations
  $ 141.4     $ 134.9     $ 138.4       4.8 %     (2.5 )%
Net investment income
    265.2       254.6       244.1       4.2       4.3  
Other revenues
    13.2       16.0       15.0       (17.5 )     6.7  
                                         
Total operating revenues
    419.8       405.5       397.5       3.5       2.0  
Benefits and Expenses:
                                       
Policyholder benefits and claims
    57.3       59.4       62.3       (3.5 )     (4.7 )
Interest credited
    235.3       227.7       216.3       3.3       5.3  
Other underwriting and operating expenses
    55.4       57.3       57.7       (3.3 )     (0.7 )
Amortization of deferred policy acquisition costs
    5.5       1.4       2.5       *       (44.0 )
                                         
Total benefits and expenses
    353.5       345.8       338.8       2.2       2.1  
                                         
Segment pre-tax adjusted operating income
  $ 66.3     $ 59.7     $ 58.7       11.1 %     1.7 %
                                         
 
 
* Represents percentage variances that are not meaningful.
 
The following table sets forth selected historical operating metrics relating to our Individual segment as of, or for the years ended:
 
                         
    December 31,  
    2009     2008     2007  
 
Insurance in force(1)
  $ 50,030.3     $ 51,313.5     $ 52,055.6  
Mortality ratio(2)
    75.3 %     79.2 %     84.0 %
BOLI account value(3)
  $ 3,789.1     $ 3,700.4     $ 3,527.2  
UL account value(3)
    583.8       580.3       573.6  
BOLI ROA(4)
    1.08 %     1.13 %     1.13 %
UL interest spread(5)
    1.20 %     1.14 %     1.23 %
Total sales, excluding BOLI(6)
  $ 10.5     $ 7.2     $ 8.5  
BOLI sales(7)
    2.5       2.9       4.6  
 
 
(1) Insurance in force represents dollar face amounts of policies.
 
(2) Mortality ratio represents actual mortality experience as a percentage of industry mortality ratio benchmark. This benchmark is an expected level of claims that is derived by applying our current in force business to the Society of Actuaries 1990-95 Basic Select and Ultimate Mortality Table.
 
(3) BOLI account value and UL account value represent our liability to our policyholders.
 
(4) BOLI ROA is a measure of the gross margin on our BOLI book of business. This metric is calculated as the difference between our BOLI revenue earnings rate and our BOLI policy benefits rate. The revenue earnings rate is calculated as revenues divided by average invested assets. The policy benefits rate is calculated as total policy benefits divided by average account value. The policy benefits used in this metric do not include expenses.
 
footnotes continued on following page


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(5) UL interest spread is the difference between net investment yield earned and the credited interest rate to policyholders. The investment yield is the approximate yield on invested assets in the general account attributed to the UL policies. The credited interest rate is the approximate rate credited on UL policyholder fixed account values. Interest credited to UL policyholders’ account values is subject to contractual terms, including minimum guarantees. Interest credited tends to move gradually over time to reflect actions by management to respond to competitive pressures and profit targets. The 2009 credited rate to policyholders has been adjusted to exclude an adjustment related to a conversion to a new actuarial software model. Without this adjustment the UL interest spread would have been 2.13%.
 
(6) Total sales, excluding BOLI represents annualized first year premiums, with single premium sales measured as 10% of new deposits.
 
(7) BOLI sales represent 10% of new BOLI total deposits.
 
Twelve Months Ended December 31, 2009 Compared to the Twelve Months Ended December 31, 2008
 
Summary of Results
 
Segment pre-tax adjusted operating income increased $6.6 primarily driven by a $1.6 increase from improved underwriting results from favorable mortality on all life insurance products and a $1.8 increase in BOLI gross margin (BOLI revenues less total BOLI benefits).
 
In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.
 
Operating Revenues
 
Premiums and other considerations increased $6.5 driven by the annual increases in COI charges on the UL and BOLI blocks of business due to the aging of the covered lives, and an increase in premiums on our term products resulting from increased term sales.
 
Net investment income increased $10.6 of which $7.4 was related to an increase in average invested assets, which increased to $4.9 billion from $4.8 billion due mainly to increases in the BOLI account value. In addition, there was a positive rate variance of $3.2 as yields increased to 5.39% from 5.33%.
 
Benefits and Expenses
 
Policyholder benefits and claims decreased $2.1 primarily due to strong underwriting results, as reflected in the reduced mortality ratio, and a refinement of reserve assumptions as a result of a conversion to a new actuarial reserve model. These decreases were partially offset by higher BOLI claims.
 
Interest credited increased $7.6 primarily due to growth in BOLI account value as a result of strong persistency. Interest related to the growth in BOLI account value was partially offset by decreases related to BOLI separate account claims experience and a surrender. BOLI separate account interest credited was favorably impacted by BOLI separate account claims.
 
Amortization of DAC increased $4.1 primarily due to the continued increase in the DAC asset balance from a growth in sales, and a refinement of reserve assumptions as a result of a conversion to a new actuarial reserve model.
 
Twelve Months Ended December 31, 2008 Compared to the Twelve Months Ended December 31, 2007
 
Summary of Results
 
Segment pre-tax adjusted operating income increased slightly due to an increase in net investment income and favorable mortality, partially offset by decreased premiums and an increase in interest credited on our BOLI block of business.
 
In addition to the drivers discussed above, we consider the following information regarding operating revenues and benefits and expenses useful in understanding our results.


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Operating Revenues
 
Premiums and other considerations decreased $3.5 primarily due to lower sales and adjustments associated with reinsured policies that increased ceded premiums. This was partially offset by an increase in BOLI COI charges related to new sales and the aging of covered BOLI lives.
 
Net investment income increased $10.5 which was driven by a $13.2 increase related to growth in the average invested assets, which increased to $4.8 billion from $4.5 billion mainly due to growth in BOLI account value. This increase was partially offset by a negative rate variance of $2.7 as yields decreased to 5.33% from 5.38%.
 
Benefits and Expenses
 
Policyholder benefits and claims expense decreased $2.9, of which $1.5 was due to ceded maintenance reserve credits in 2008 and improved mortality, which excludes BOLI experience. However, this was offset by a decrease in the change in reserves primarily related to a $2.5 adjustment from a refinement of our reserve methodology in 2007 in connection with an actuarial reserving software conversion. In addition, the benefit received from PGAAP reserve amortization decreased $2.2.
 
Interest credited increased $11.4 primarily due to an increase in our BOLI account values caused by new sales and strong persistency, and a decrease in BOLI separate account claims, which resulted in an increase in interest credited related to BOLI separate account business.
 
Other
 
The following table sets forth the results of operations relating to our Other segment:
 
                                         
    Years Ended December 31,     Variance (%)  
    2009     2008     2007     2009 vs. 2008     2008 vs. 2007  
 
Operating revenues:
                                       
Net investment income
  $ 20.2     $ (0.4 )   $ 27.8       *       *  
Other revenues
    11.0       11.7       13.2       (6.0 )%     (11.4 )%
                                         
Total operating revenues
    31.2       11.3       41.0       *       *  
Benefits and Expenses:
                                       
Interest credited
    (3.3 )     (2.5 )     (1.0 )     32.0       *  
Other underwriting and operating expenses
    14.2       13.5       20.4       5.2       (33.8 )
Interest expense
    31.8       31.9       21.5       (0.3 )     48.4  
                                         
Total benefits and expenses
    42.7       42.9       40.9       (0.5 )     4.9  
                                         
Segment pre-tax adjusted operating income (loss)
  $ (11.5 )   $ (31.6 )   $ 0.1       63.6 %     *  
                                         
 
Twelve Months Ended December 31, 2009 Compared to the Twelve Months Ended December 31, 2008
 
Summary of Results
 
Segment pre-tax adjusted operating loss decreased $20.1 primarily as a result of an increase in net investment income of $20.6 from an increase in investment yields, which increased to 4.85% from (0.08)%. This was driven by an increase in the fair value of our investments in limited partnerships, which is included in net investment income, as equity markets improved during 2009. These improvements resulted in a loss of $0.1 in 2009 versus a loss of $34.5 in 2008. Excluding the impact of investments in limited partnerships, net investment income decreased $13.8 from an increase in allocated investment income to the operating segments to fund growth.


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Twelve Months Ended December 31, 2008 Compared to the Twelve Months Ended December 2007
 
Summary of Results
 
Segment pre-tax adjusted operating income (loss) decreased $31.7 primarily due to a decrease in investment yields to (0.08)% from 4.69%, driven by our investments in limited partnerships, and additional interest expense incurred in connection with our $150.0 CENts offering in the fourth quarter of 2007. This was partially offset by a decrease in other underwriting and operating expenses of which $3.0 related to costs of our terminated IPO process during 2007 and a $1.4 decrease in depreciation expense as certain significant assets became fully depreciated.
 
Investments
 
Our investment portfolio is structured with the objective of supporting the expected cash flows of our liabilities and to produce stable returns over the long term. The composition of our portfolio reflects our asset management philosophy of protecting principal and receiving appropriate reward for credit risk. Our investment portfolio mix as of December 31, 2009 consisted in large part of high quality fixed maturities and commercial mortgage loans, as well as a smaller allocation of high yield fixed maturities, marketable equity securities, investments in limited partnerships (which includes affordable housing, private equity and hedge funds) and other investments. We believe that prudent levels of investments in marketable equity securities within our investment portfolio offer enhanced long term, after-tax total returns to support a portion of our longest duration liabilities.
 
The following table presents the composition of our investment portfolio:
 
                 
    As of December 31,
    As of December 31,
 
Types of Investments
  2009     2008  
 
Fixed maturities, available-for-sale:
               
Public
  $ 17,693.0     $ 14,255.4  
Private
    901.3       632.2  
Marketable equity securities, available-for-sale(1)
    36.7       38.1  
Marketable equity securities, trading(2)
    154.1       106.3  
Mortgage loans, net
    1,201.7       988.7  
Policy loans
    73.9       75.2  
Investments in limited partnerships(3)
    110.2       138.3  
Other invested assets(4)
    12.2       18.3  
                 
Total
  $ 20,183.1     $ 16,252.5  
                 
 
 
(1) Amount primarily represents nonredeemable preferred stock.
 
(2) Amount represents investments in common stock.
 
(3) As of December 31, 2009 and 2008, these amounts included $24.7 and $56.3, respectively, of investments in private equity and hedge funds carried at fair value. The remaining balance is comprised of investments in affordable housing projects and state tax credit refunds, which are carried at amortized cost. In 2009, we submitted liquidation notices to all of our hedge fund partnerships. As of December 31, 2009, our remaining investment in these hedge fund partnerships was $4.8.
 
(4) As of December 31, 2009 and 2008, these amounts primarily included investments in life settlements, S&P 500 Index options and short term investments.
 
The increase in invested assets in 2009 is primarily due to portfolio growth generated by fixed deferred annuity sales of $2.2 billion and a net increase in the fair value of our fixed maturities driven by credit spreads tightening. As of December 31, 2009, the fair value of our fixed maturities increased $1,681.4 from a $1,640.8 net unrealized loss as of December 31, 2008 to a $40.6 net unrealized gain as of December 31, 2009.


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Investment Returns
 
Return on invested assets is an important element of our financial results. During the second half of 2008, there were significant declines and high volatility in equity markets, a lack of liquidity in the credit markets and a widening of credit spreads on fixed maturities. During the year ended December 31, 2009, primarily in the second and third quarters of 2009, the equity markets improved and credit spreads tightened, which led to an increase in the fair value of our investment portfolio.
 
The following table sets forth the income yield and investment income, excluding realized investment gains (losses) for each major investment category:
 
                                                 
    Years Ended December 31,  
    2009     2008     2007  
    Yield(1)     Amount     Yield(1)     Amount     Yield(1)     Amount  
 
Types of Investments
                                               
Fixed maturities, available-for-sale
    5.89 %   $ 1,048.1       5.82 %   $ 930.7       5.74 %   $ 911.4  
Marketable equity securities, available-for-sale
    6.43       3.4       6.44       3.4       3.79       5.8  
Marketable equity securities, trading
    1.60       2.5       2.06       2.7              
Mortgage loans
    6.35       67.4       6.49       59.4       6.18       50.0  
Policy loans
    5.90       4.4       5.89       4.5       6.07       4.7  
Investments in limited partnerships:
                                               
Hedge funds and private equity funds
    15.52       8.9       (28.98 )     (24.4 )     9.39       7.0  
Affordable housing(2)
    (8.42 )     (9.0 )     (12.24 )     (12.0 )     (8.81 )     (7.0 )
Other income producing assets(3)
    1.53       7.5       2.69       11.5       6.27       20.9  
                                                 
Gross investment income before investment expenses
    5.72       1,133.2       5.49       975.8       5.71       992.8  
Investment expenses
    (0.10 )     (19.6 )     (0.11 )     (19.3 )     (0.11 )     (19.2 )
                                                 
Net investment income
    5.62 %   $ 1,113.6       5.38 %   $ 956.5       5.60 %   $ 973.6  
                                                 
 
 
(1) Yields are determined based on monthly averages calculated using beginning and end-of-period balances. Yields are based on carrying values except for fixed maturities and equity securities. Yields for fixed maturities are based on amortized cost. Yields for equity securities are based on cost.
 
(2) The negative yield from affordable housing investments is offset by U.S. federal income tax benefits. The resulting impact to net income was $3.7, $0.5 and $(0.1) for the years ended December 31, 2009, 2008 and 2007, respectively.
 
(3) Other income producing assets includes income from other invested assets and cash and cash equivalents.
 
The increase in our net investment yield from 5.38% in 2008 to 5.62% in 2009 is primarily due to increases in the fair value of private equity and hedge funds, mainly a result of the equity market recovery during 2009. In addition, starting in late 2008, and continuing through 2009, we experienced strong growth in deferred annuity sales. As a result, the yields on our fixed maturities grew due to the cash inflows from these sales being invested at higher rates.
 
The decrease in our net investment yield from 5.60% in 2007 to 5.38% in 2008 was primarily due to declines in the fair value of private equity and hedge funds. This decrease is mainly a result of equity market declines and volatility in the latter part of 2008. Yields on our fixed maturities grew due to sales of fixed maturities in the latter part of 2008 and re-investment opportunities at higher yields.


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The following table sets forth the detail of our net realized investment gains (losses) before taxes. As the following table indicates, our net gains on trading securities significantly increased in the year ended December 31, 2009 as compared to net losses in 2008. This was the result of improved equity market conditions during 2009 resulting in increases in the fair value of our trading portfolio. Gross realized losses on sales of fixed maturities for 2009 were driven by sales of downgraded securities that no longer met certain investment objectives and sales of securities that were previously impaired.
 
                         
    Years Ended December 31,  
    2009     2008     2007  
 
Gross realized gains on sales:
                       
Fixed maturities
  $ 25.5     $ 10.3     $ 37.1  
Marketable equity securities, available-for-sale
                14.4  
                         
Total gross realized gains on sales
    25.5       10.3       51.5  
Gross realized losses on sales:
                       
Fixed maturities
    (23.3 )     (7.0 )     (15.1 )
Marketable equity securities, available-for-sale
                (3.5 )
                         
Total gross realized losses on sales
    (23.3 )     (7.0 )     (18.6 )
Impairments:
                       
Public fixed maturities(1)
    (50.9 )     (31.9 )      
Private fixed maturities
    (6.9 )     (7.5 )     (0.7 )
                         
Total credit-related
    (57.8 )     (39.4 )     (0.7 )
Other(2)
    (28.7 )     (47.0 )     (15.5 )
                         
Total impairments
    (86.5 )     (86.4 )     (16.2 )
Net gains (losses) on trading securities(3)
    36.4       (64.5 )      
Other net investment gains (losses)(4):
                       
Other gross gains
    32.1       14.0       11.6  
Other gross losses
    (13.5 )     (24.4 )     (11.5 )
                         
Net realized investment gains (losses) before taxes
  $ (29.3 )   $ (158.0 )   $ 16.8  
                         
 
 
(1) Public fixed maturities includes publicly traded securities and highly marketable private placements for which there is an actively traded market.
 
(2) As a result of new accounting guidance, beginning January 1, 2009, “Other” includes only those impairments for which the Company had the intent to sell the security prior to recovery. Prior to January 1, 2009, under accounting guidance in effect at that time, “Other” also included impairments for which we did not have the intent and ability to hold the security to recovery.
 
(3) As of January 1, 2008, changes in fair value related to certain marketable equity securities are recognized in net realized investment gains (losses) due to the election of the fair value option.
 
(4) This primarily consists of changes in fair value on derivatives instruments, gains (losses) on calls and redemptions, and the impact of net realized investment gains (losses) on DAC and deferred sales inducements.
 
We monitor our investments for indicators of possible credit-related impairments, with a focus on securities that represent a significant risk of impairment, primarily securities for which the fair value has declined below amortized cost by 20% or more for a period of six months or more or for which we have concerns about the creditworthiness of the issuer based on qualitative information. When evaluating a security for possible impairment, we consider several factors, which are described in more detail in Note 4 to the accompanying audited consolidated financial statements.


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Impairments for the year ended December 31, 2009 were $86.5, of which 66.8% were related to credit concerns of the issuer and 33.2% were due to our intent to sell the security. Furthermore, 77.7% of our total impairments were related to below investment grade fixed maturities, which was a decrease from 2008 when below investment grade securities represented 85.3%. We implemented new accounting guidance for impairments on January 1, 2009 (see “— Critical Accounting Policies and Estimates”). Credit-related impairments increased by $18.4 for the year ended December 31, 2009, compared to the same period last year, primarily as a result of increased credit concerns, especially related to issuers of securities in our high-yield portfolio. The amount recognized as credit-related impairments is determined by management as the difference between a security’s estimated recovery value and the amortized cost of the security.
 
The following table summarizes our largest aggregate losses from impairments and our remaining holdings, if any, by each issuer’s industry for the year ended December 31, 2009, segregated between structured and non-structured securities, which represented 38.6% and 15.5%, respectively, of the total impairments during this period. Impairments on structured securities are presented separately and on an individual security basis as the underlying collateral is not directly related to the issuer.
 
                         
    Year Ended
       
    December 31,
    As of December 31, 2009  
    2009     Cost or Amortized
    Fair
 
Industry
  Impairment     Cost(1)     Value  
 
Non-structured securities:
                       
Other diversified financial services (public)
  $ (14.4 )   $ 23.1     $ 23.4  
Publishing (public)
    (6.7 )     1.2       2.5  
Broadcast and cable T.V. (public)
    (4.3 )            
Specialty chemicals (public)
    (4.1 )            
Paper packaging (private)
    (3.9 )     4.0       4.5  
                         
Total for non-structured securities
  $ (33.4 )   $ 28.3     $ 30.4  
                         
Structured securities:
                       
Asset management and customer banks (public)
  $ (4.6 )   $ 26.5     $ 28.5  
Other diversified financial services (public)
    (4.1 )     18.4       14.8  
Consumer finance (public)
    (1.7 )     14.6       11.4  
Consumer finance (public)
    (1.5 )     14.6       6.5  
Other diversified financial services (public)
    (1.5 )     11.6       8.4  
                         
Total for structured securities
  $ (13.4 )   $ 85.7     $ 69.6  
                         
 
 
(1) As of December 31, 2009, the cost or amortized cost represents our estimated recovery value, based on our discounted cash flow analysis.


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Impairments for the year ended December 31, 2008 were $86.4, of which 45.6% were related to credit concerns about the issuer. Impairments increased by $70.2 from 2007 to 2008, primarily due to credit issues, including bankruptcies and corporate security defaults, and our belief that certain investment declines were other-than-temporary. The following table summarizes our five largest aggregate losses on impairments and our remaining holdings, if any, by each issuer’s industry for the year ended December 31, 2008, which represented 47.0% of the total impairments during this period. We had no significant losses on dispositions during this period and no individually significant impairments on structured securities for the year ended December 31, 2008.
 
                         
    Year Ended
    As of December 31,
 
    December 31,
    2008  
    2008     Cost or Amortized
    Fair
 
Industry
  Impairment     Cost     Value  
 
Non-structured securities:
                       
Paper products (public)
  $ (9.6 )   $ 1.1     $ 1.1  
FNMA (public)
    (8.0 )     0.4       0.1  
Other diversified financial services (public)
    (7.8 )     6.7       4.6  
Commercial printing (public)
    (7.8 )     0.2       0.2  
Specialized finance (public)
    (7.4 )     7.0       5.1  
                         
Total for non-structured securities
  $ (40.6 )   $ 15.4     $ 11.1  
                         
 
Fixed Maturity Securities
 
Fixed maturities consist principally of publicly traded and privately placed debt securities, and represented 92.1% and 91.6% of invested assets as of December 31, 2009 and 2008, respectively.
 
The fair value of publicly traded and privately placed fixed maturities represented 95.2% and 4.8%, respectively, of total fixed maturities as of December 31, 2009. We invest in privately placed fixed maturities to enhance the overall value of the portfolio, increase diversification and obtain higher yields than can ordinarily be obtained with comparable public market securities.
 
Fixed Maturity Securities Credit Quality
 
The Securities Valuation Office, or SVO, of the NAIC, evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturities to one of the six categories called “NAIC Designations.” NAIC designations of “1” or “2” include fixed maturities considered investment grade, which generally include securities rated BBB− or higher by Standard & Poor’s. NAIC designations of “3” through “6” are referred to as below investment grade, which generally include securities rated BB+ or lower by Standard & Poor’s. As a result of time lags between the funding of investments, the finalization of legal documents and the completion of the SVO filing process, the fixed maturities portfolio generally includes securities that have not yet been rated by the SVO as of each balance sheet date. Pending receipt of SVO ratings, the categorization of these securities by NAIC designation is based on the expected ratings indicated by internal analysis. As of December 31, 2009 and 2008, 14 securities with an amortized cost of $99.1 and a fair value of $101.9, and 39 securities with an amortized cost of $304.1 and a fair value of $259.4, respectively, were categorized based on expected NAIC designations, pending receipt of SVO ratings.


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The following table presents our fixed maturities by NAIC designation and S&P equivalent credit ratings as well as the percentage of total fixed maturities, based upon fair value that each designation comprises:
 
                                                     
        As of December 31, 2009     As of December 31, 2008  
        Amortized
    Fair
    % of Total
    Amortized
    Fair
    % of Total
 
NAIC
 
S&P Equivalent
  Cost     Value     Fair Value     Cost     Value     Fair Value  
 
1
  AAA, AA, A   $ 10,917.3     $ 11,031.3       59.3 %   $ 9,028.3     $ 8,566.3       57.5 %
2
  BBB     6,471.3       6,530.9       35.1