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EX-32.2 - EX-32.2 - TRANSAMERICA ADVISORS LIFE INSURANCE Cod115718dex322.htm
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EX-24.1 - EX-24.1 - TRANSAMERICA ADVISORS LIFE INSURANCE Cod115718dex241.htm
EX-23.1 - EX-23.1 - TRANSAMERICA ADVISORS LIFE INSURANCE Cod115718dex231.htm
EX-32.1 - EX-32.1 - TRANSAMERICA ADVISORS LIFE INSURANCE Cod115718dex321.htm
EX-31.2 - EX-31.2 - TRANSAMERICA ADVISORS LIFE INSURANCE Cod115718dex312.htm
EX-31.1 - EX-31.1 - TRANSAMERICA ADVISORS LIFE INSURANCE Cod115718dex311.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

Commission File No. 33-26322

 

 

TRANSAMERICA ADVISORS LIFE

INSURANCE COMPANY

(Exact name of Registrant as specified in its charter)

Arkansas   91-1325756

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

4333 Edgewood Road, NE

Cedar Rapids, Iowa 52499-0001

(Address of Principal Executive Offices)

(800) 346-3677

(Registrant’s telephone no. including area code)

Securities registered pursuant to Section 12(b) or 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    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    ¨  Yes    x  No

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.    x  Yes    ¨  No

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

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.  x

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.

 

large accelerated filer   ¨    accelerated filer   ¨
non-accelerated filer   x    smaller reporting company   ¨

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     ¨  Yes    x  No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common 250,000

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

 

 

 


Table of Contents

PART I

The “Business” section and other parts of this Form 10-K contain forward-looking statements that involve inherent risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, and containing words such as “believe”, “estimate”, “anticipate”, “expect”, or similar words are forward-looking statements. Our actual results may differ materially from the projected results discussed in the forward-looking statements. Factors that could cause such differences include but are not limited to, those discussed in “Part 1–Item 1A. Risk Factors” and in the “Forward-Looking Statements – Cautionary Language” in “Part II – Item. 7. Management’s Narrative Analysis of Results of Operations” of the Form 10-K. Our financial statements and the accompanying notes to the financial statements are presented in “Part II – Item 8. Financial Statements and Supplementary Data.”

Item 1. Business

Transamerica Advisors Life Insurance Company (“TALIC”, the “Registrant”, the “Company”, “we”, “our”, or “us”) is a wholly owned subsidiary of Transamerica Corporation which is an indirect wholly owned subsidiary of AEGON N.V., a limited liability share company organized under Dutch law. The Company was formerly a wholly owned subsidiary of AEGON USA, LLC, (“AUSA”) which merged into Transamerica Corporation effective December 31, 2015. AEGON N.V. and its subsidiaries and joint ventures have life insurance and pension operations in over twenty countries in Europe, the Americas, and Asia and are also active in savings and investment operations, accident and health insurance, general insurance and limited banking operations in a number of these countries.

The Registrant is a life insurance company, which conducts its business primarily in the annuity markets and to a lesser extent in the life insurance markets of the financial services industry. The Registrant was incorporated under the laws of the State of Washington on January 27, 1986 and redomesticated to the State of Arkansas on August 31, 1991. The Registrant is currently subject to primary regulation by the Arkansas Insurance Department.

The Registrant is currently licensed to conduct business in 49 states, the District of Columbia, the U.S. Virgin Islands, and Guam. During 2015, life insurance and/or annuity deposits on existing policies were received in all states the Registrant was licensed in, with the largest concentration in Florida, 36%, Texas, 5%, California, 5%, New Jersey, 5%, and Ohio, 4%. Currently, the Company is not issuing new life insurance, variable annuity or market value adjusted annuity products. In 2012, the Company began selling a fixed contingent annuity (also sometimes referred to as a contingent deferred annuity (“CDA”)) that includes a stand-alone living benefit (“SALB”). A SALB is essentially a guaranteed lifetime withdrawal benefit that exists independently and is applied to mutual funds and exchange traded funds. At November 22, 2015, the Company no longer issues CDAs to new investors. Existing certificate owners of the CDA are not affected and may continue to make subsequent contributions, as permitted by the terms of the CDA.

Information pertaining to contract owner deposits, contract owner account balances, and capital contributions can be found in the Registrant’s Financial Statements which are contained herein.

The Registrant files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and other information required by the Securities Exchange Act of 1934 (the “Exchange Act”) with the Securities and Exchange Commission (the “SEC”). As soon as reasonably practicable after the Registrant electronically makes these filings and any amendments to these filings, with, or furnishes them to, the SEC, we make them available through the Transamerica website at www.transamerica.com. Click first on “About Us,” click next on “Who We Are – Financial Strength” and then click on “Transamerica Advisors Life Insurance Company” on the Financial Strength page. Any materials we file with the SEC are also publicly available through the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

Item 1A. Risk Factors

 

 

Risk Factors that Could Affect Transamerica Advisors Life Insurance Company

 

In the course of conducting its business operations, the Company could be exposed to a variety of risks that are inherent to the insurance industry. A summary of some of the significant risks that could affect the Company’s financial condition and results of operations is included below. Other factors besides those discussed below or elsewhere in this Form 10-K also could adversely affect our business and operations, and the following risk factors should not be considered a complete list of potential risks that may affect the Company.

 

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Our operating environment continues to be affected by the uncertain general economic conditions in the U.S. and global economy. The steps we have taken to realign our business and strengthen our capital position may not be adequate to mitigate the financial and other risks associated with our operating environment which could materially affect our results of operations and financial condition

Uncertainty in the U.S. and global economies and market continue to affect our operating environment. Our operating results, financial condition and statutory capital remain sensitive to equity market volatility and performance, and expectations are that market conditions will continue to impact returns in our investment portfolio. Concerns over global market conditions and the ability of the U.S. Government to manage the U.S. deficit have contributed to increased volatility and diminished expectations for the U.S. economy and the market going forward, which may have an adverse effect on us given our equity market exposure and our revenues may decline in such circumstances. In addition, we may experience an elevated instance of claims and lapses or surrenders of our policies. For example, clients may have an elevated need for access to their funds in times of market downturn causing an increase in claims and or surrenders of our policies. Adverse changes in the economy could affect earnings negatively and could have a material adverse effect on our results of operations and financial condition.

We maintain a level of cash and securities that, combined with expected cash inflows from investments and operations, is intended to meet anticipated short-term and long-term benefit obligations. However, withdrawal and surrender levels may differ from anticipated levels for a variety of reasons, such as changes in economic and market conditions. In addition, disruptions, uncertainty, or volatility in the capital and credit markets may limit our access to capital required to operate our business. Such market conditions may limit our ability to satisfy statutory capital requirements, fund redemption requests, and generate fee income and market related revenue to meet liquidity needs. In such a case, we may be forced to utilize available internal resources or bear an unattractive cost of capital, which could decrease our profitability and significantly reduce our financial flexibility and liquidity.

We are exposed to significant financial and capital markets risk, including changes in interest rates, credit spreads, and equity prices that may have a material adverse effect on our results of operations, financial condition and liquidity

We are exposed to significant financial and capital markets risks including changes in interest rates, credit spreads, equity prices, market volatility, performance of the global economy, in general, the performance of the specific obligors included in our portfolio and other factors outside our control. Our exposure to interest rate risk relates primarily to market price and cash flow variability associated with changes in interest rates. A rise in interest rates will increase the net unrealized loss position of our investment portfolio and sustained increases in interest rates may result in policyholders surrendering their contracts which may require us to liquidate assets in an unrealized loss position. Tax planning strategies can also be adversely affected by a rise in interest rates by limiting the ability to recognize tax benefits associated with operating and capital loss carryforwards. Conversely, due to the long-term nature of some of our liabilities, sustained declines in interest rates may subject us to reinvestment risk, increased hedging costs, spread compression and capital volatility.

The exposure to credit spreads primarily relates to market price variability and reinvestment risk associated with changes in credit spreads. If issuer credit spreads widen or increase significantly over an extended period of time, it would likely result in additional other-than-temporary impairments and increases in the net unrealized loss position in our investment portfolio. If credit spreads tighten significantly, net investment income associated with new purchases of fixed maturities may be reduced. Credit spread tightening may also cause an increase in the reported value of certain liabilities that are valued using a discount rate that reflects our own credit spread. In addition, market volatility may make it difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions or estimates that may result in significant period-to-period changes due to market volatility, which could have a material effect on our results of operations or financial condition.

The exposure to equity risks relates to the potential for lower earnings associated with our equity-based Separate Accounts, where fee income is earned based upon account values. The significant fluctuations and volatility in equity markets over the last several years have significantly impacted the account values and related fee income during those years. In addition, certain of our products offer guaranteed benefits that increase our potential benefit exposure and statutory capital exposure if equity markets decline. See “Changes in equity markets and interest rates affects the profitability of our products with guaranteed benefits, therefore, such changes may have a material adverse effect on our financial results” below. Sustained declines in equity markets may result in the need to devote significant additional capital to support these products.

The insurance industry is heavily regulated and changes in regulation may adversely affect our results of operations and liquidity

The insurance industry is subject to comprehensive state regulation and supervision. We are also impacted by federal legislation and administrative policies in areas such as financial services regulations and federal taxation. The primary purpose of state regulation of the insurance business is to protect policyholders. The laws of the various states establish insurance departments with broad powers to regulate such matters as: licensing companies to transact business, admitting statutory assets, regulating unfair trade and claims practices, establishing statutory reserve requirements and solvency standards, restricting various transactions between affiliates and regulating the types, amounts and valuation of investments. State insurance regulators, federal regulators and the National Association of Insurance Commissioners (“NAIC”) continually reexamine existing U.S. laws and regulations, and may impose changes in the future.

 

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State insurance guaranty associations have the right to assess insurance companies doing business in their state for funds to help pay the obligations of insolvent insurance companies to policyholders and claimants. As the amount and timing of an assessment is beyond our control, the liabilities established for these potential assessments may not be adequate.

Recently, there has been an increase in potential federal initiatives that would affect the financial services industry. The Dodd-Frank Act, which was enacted in July 2010, provides for comprehensive changes to the regulation of the financial services industry by granting existing government agencies and newly created government agencies and bodies (e.g., the Financial Stability Oversight Council and the Federal Insurance Office) authority to promulgate new financial regulations applicable to financial institutions. These new regulations may subject our parent to a number of requirements, including, among others, stress tests and stricter prudential standards, such as stricter requirements and limitations relating to liquidity, credit exposure and risk management. These new regulations may subject the parent to a number of time consuming procedures that increase in expenses and may limit the parent’s flexibility in its investment portfolio which may result in lower returns. In addition, the Dodd-Frank Act authorizes the Federal Insurance Office, which does not have general authority over the business of insurance, to make recommendations to the Financial Stability Oversight Council that certain insurers be subject to more stringent regulation. Further, as required by the Dodd-Frank Act, the Federal Insurance Office has issued a report with recommendations on how to modernize and improve the system of insurance regulation in the United States. Many of the provisions of this legislation require substantial rulemaking across numerous agencies within the federal government. The Company has new reporting, initial margin and variation margin obligations under the Dodd-Frank Act and its regulations. Although the modernization of the insurance regulation system has begun, it is proceeding substantially slower than the aggressive schedule contemplated at the time of enactment. Consequently, the Company cannot predict the ultimate impact of these provisions on our results of operations, liquidity or capital resources.

Potential changes in federal or state tax laws, including changes impacting the availability of the Separate Accounts dividend received deduction, may adversely affect our business, results of operations, and financial condition

Changes in federal and state tax laws could make the Company’s products less attractive to consumers. For example, enacted reductions in the federal income tax that individual investors are required to pay on dividends and capital gains on stocks and mutual funds provide an incentive for some customers and potential customers to shift assets into mutual funds, and away from variable annuity products. These enacted tax rate reductions may impact the relative attractiveness of annuities as compared to stocks and mutual funds. In addition, the Company currently benefits from certain tax benefits, such as dividends received deductions and tax credits, which could be eliminated or lessened by changes in U.S. laws.

The U.S. Government, as well as state governments, also considers from time to time tax law changes that may increase the amount of taxes that the Company pays. Although the specific form of any such potential legislation cannot be anticipated, it may include lessening or eliminating some or all of the tax advantages currently benefiting the Company or its policyholders. This could occur in the context of deficit reduction or other tax reforms. The effects of any such changes could result in lapses of policies currently held and/or the incurrence of higher corporate taxes which could have a material adverse effect on our financial condition and results of operations.

Changes in equity markets and other factors may significantly affect our financial results

The fee revenue that is earned on equity-based Separate Accounts assets is generally based upon account values. As strong equity markets result in higher account values, strong equity markets positively affect our results of operations through increased policy fee revenue and decreased benefit exposure. Increased fee revenue resulting from strong equity markets increases the expected gross profits (“EGPs”) from variable insurance products as do lower-than-expected lapses, mortality rates, and expenses. As a result, the higher EGPs may improve margins through lower amortized costs related to deferred acquisition costs (“DAC”), deferred sales inducements (“DSI”), and value of business acquired (“VOBA”). Correspondingly, a decrease in the equity markets as well as increases in lapses, mortality rates, and expenses depending upon their significance, may reduce margins through higher net amortized costs associated with DAC, DSI, and VOBA and may have a material adverse effect on our results of operations and capital resources. For more information on DAC, DSI, and VOBA amortization, see Item 7–Management’s Narrative Analysis of Results of Operations–Critical Accounting Policies and Estimates below.

Changes in equity markets and interest rates affect the profitability of our products with guaranteed benefits, therefore, such changes may have a material adverse effect on our financial results

The valuation of liabilities related to the guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”) for variable annuities is tied to the difference between the value of the underlying accounts and the guaranteed death or income benefit, calculated using a benefit ratio approach. The GMDB and GMIB liability valuations take into account the present value of total expected GMDB and GMIB payments and the present value of total expected assessments over the life of the contract and claims and assessments to date. Both the level of expected GMDB and GMIB payments and expected total

 

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assessments used in calculating the benefit ratio are affected by the equity markets. Accordingly, a decrease in the equity markets will increase the net amount at risk under the GMDB and the GMIB benefits that we offer as part of our variable annuity products, which has the effect of increasing the value of GMDB and GMIB liabilities we must record.

The value of liabilities related to the guaranteed minimum withdrawal benefits (“GMWB”) for variable annuities are based on the fair value of the underlying benefit. The liabilities related to GMWB benefits valued at fair value are impacted by changes in equity markets, volatility and interest rates. Accordingly, strong equity markets and increases in interest rates will generally decrease the value of GMWB liabilities. Conversely, a decrease in the equity markets, along with a decrease in interest rates, will result in an increase in the value of GMWB liabilities we must record.

The value of contra liabilities related to the reinsurance of guaranteed minimum income benefits (“GMIB reinsurance”) for variable annuities is based on the fair value of the underlying benefit. The contra liabilities related to the GMIB reinsurance benefits valued at fair value are affected by changes in equity markets, volatility and interest rates. Accordingly, strong equity markets and increases in interest rates will generally decrease the value of the GMIB reinsurance contra liability. Conversely, a decrease in the equity markets, along with a decrease in interest rates, will generally result in an increase in the GMIB reinsurance contra liabilities we must record. Market volatility may cause our recorded liabilities to change from period to period, resulting in volatility to our results of operations and financial performance. Changes in the values of guaranteed benefits would result in a charge/credit to earnings in the quarter in which the liabilities are increased or decreased.

A customized dynamic hedge program is maintained to mitigate the risks associated with income volatility around the change in reserves on GMWB. However, the hedge positions may not be effective to exactly offset the changes in the carrying value of the guarantees due to, among other things, the time lag between changes in their values and corresponding changes in the hedge positions, high levels of volatility in the equity markets and derivatives, extreme swings in interest rates, contract holder behavior that is different than expected, and divergence between the performing of the underlying funds and hedging indices. In addition, a separate hedge program is maintained to mitigate the net equity risk associated with variable annuities and variable universal life products. The program does not hedge any specific product group, but rather provides protection against a portion of the total remaining equity tail risk after existing hedge programs across all products in extreme market decline scenarios.

Our valuations of many of our financial instruments are based upon methodologies, estimations and assumptions that are subject to differing interpretations which could result in changes to investment valuations that may materially adversely affect our results of operations and financial condition

Fixed maturity, equity, trading securities, free standing and embedded derivatives and Separate Account assets are reported at estimated fair value on our Balance Sheets. The determination of estimated fair value is made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty. The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts.

During periods of market disruption, including periods of rapidly widening credit spreads or illiquidity, it may be difficult to value certain of our securities 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 financial environment. In such cases, the valuation of such securities may require more subjectivity and management judgment in determining their fair values and those fair values may differ materially 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 and period-to-period changes in value could vary significantly. Decreases and the volatility in value could have a material adverse effect on our results of operations and financial condition.

Defaults of our bonds, private placements and mortgage loan portfolios may adversely affect our profitability and shareholder’s equity

For general account products, we typically bear the risk for investment performance (return of principal and interest). We are exposed to credit risk on our fixed income portfolio (e.g. bonds, mortgages, private placements). Some issuers have defaulted on their financial obligations for various reasons, including bankruptcy, lack of liquidity, downturns in the economy, downturns in the real estate values, operational failure, and fraud. Any event reducing the value of the fixed income portfolio other than on a temporary basis could have a material adverse effect on our business, results of operations, and financial condition.

Changes in market interest rates may adversely affect our financial results

The profitability of our fixed life and annuity products depends in part on interest rate spreads; therefore, interest rate fluctuations could negatively affect our financial results. Some of our fixed products have interest rate guarantees that expose us to the risk that changes in interest rates will reduce our “spread” or the difference between the amounts that we are required to pay under the contracts and the amounts we are able to earn on our general account investments intended to support our obligations under the contracts. Declines in our spread or instances where the returns on our general account investments are not enough to support the interest rate guarantees on these products could have a material adverse effect on our financial results.

 

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In periods of increasing interest rates, we may not be able to replace the assets in our general account with higher yielding assets needed to fund the higher crediting rates. We therefore may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts and related assets. In periods of declining interest rates, we have to reinvest the cash we receive as interest or return of principal on our investments in lower yielding instruments than available previously. Moreover, borrowers may prepay fixed income securities in our general account in order to borrow at lower market rates, which exacerbates this risk. As we are entitled to reset the interest rates on our fixed rate annuities only at limited, pre-established intervals, and since many of our policies have guaranteed minimum interest or crediting rates, our spreads could decrease and potentially become negative.

Increases in interest rates may cause increased surrenders and withdrawals of insurance products. In periods of increasing interest rates, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may increase as policyholders seek products with perceived higher returns. This process may lead to cash outflows of our existing block of business. These outflows may require investment assets to be sold at a time when the prices of those assets are lower because of the increase in market interest rates, which may result in realized investment losses. A sudden demand among policyholders to change product types or withdraw funds could lead us to sell assets at a loss to meet funding demands.

In December 2015, the U.S. Federal Reserve raised its key interest rate for the first time in several years and has indicated willingness to further increase rates over time. It is possible that the actions by the Federal Reserve could result in broader interest rate increases. If we are unable to respond to the changes in the interest rate environment, our business could be materially adversely affected.

Business and financial results may be adversely affected by an inability to sell assets to meet maturing obligations

We could be exposed to liquidity risk, which is the risk that we cannot quickly convert invested assets to cash without incurring significant losses. Our liquidity may be impaired due to circumstances that we may be unable to control, such as general market disruptions or an operational problem. Our ability to sell assets may also be impaired if other market participants are seeking to sell similar assets at the same time. The inability to sell assets to meet maturing obligations, a negative change in our credit ratings, or regulatory capital restrictions, may have an adverse effect on financial results.

Our participation in a securities lending program subjects us to potential liquidity and other risks

We participate in a securities lending program whereby fixed income securities are loaned by our agent bank to third parties, primarily major brokerage firms and commercial banks. The borrowers of our securities provide us with collateral, typically in cash, which we separately maintain. We invest such cash collateral in other securities, primarily in commercial paper and money market or other short-term funds.

Almost all securities on loan under the program can be returned to us by the borrower at any time. Returns of loaned securities would require us to return the cash collateral associated with such loaned securities. In addition, in some cases, the maturity of the securities held as invested collateral (e.g. securities that we have purchased with cash received from third parties) may exceed the term of the related securities on loan and/or the market value of these securities may fall below the amount of cash we are obligated to return to the borrower of our loaned securities. If we are required to return significant amounts of cash collateral on short notice and we are forced to sell securities to meet the return obligation, we may have difficulty selling such collateral that is invested in securities in a timely manner, be forced to sell securities in a volatile or illiquid market for less than we otherwise would have been able to realize under normal market conditions, or both. In addition, under stressful market and economic conditions, such as those conditions we have experienced, liquidity broadly deteriorates, which may further restrict our ability to sell securities.

Differences between actual claims experience and underwriting and reserving assumptions may require liabilities to be increased, which may have a material adverse effect on our financial results

Our earnings depend upon the extent to which actual claims experience is consistent with the assumptions used in setting the prices for products and establishing the technical provisions and liabilities for claims. To the extent that actual claims experience is less favorable than the underlying assumptions used in establishing such liabilities, earnings would be reduced. Furthermore, if these higher claims were part of a trend, we may be required to increase our liabilities, which may also reduce income. In addition, certain acquisition costs related to the sale of new policies and the purchase of policies already in force have been recorded as assets on the balance sheet and are being amortized into earnings over time. If the assumptions relating to the future profitability of these policies (such as future claims, investment income, and expenses) are not realized, the amortization of these costs may be accelerated and may require write-offs due to unrecoverability. This may have a material adverse effect on our financial results.

 

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Inaccuracies in (financial) models could have a significant adverse effect on the Company’s business, results of operations and financial condition

Reliance on various (financial) models to measure risk and establish key results is critical to the Company’s operations. If these models or their underlying assumptions prove to be inaccurate, this could have a significant adverse effect on the Company’s business or performance because of the importance of our financial models to measure risk and establish accurate operating results.

Environmental liability exposure from our commercial mortgage loan portfolio may adversely affect our results of operations and financial condition

Liability under environmental protection laws relating to our commercial mortgage loan portfolio may adversely affect our results of operation. Under the laws of several states, contamination of a property may give rise to a lien on the property to secure recovery of the costs of cleanup. In some states, this kind of lien has priority over the lien of an existing mortgage against the property, which would impair our ability to foreclose on the property should the related loan be in default. In addition, we may be liable for costs of addressing releases or threatened releases of hazardous substances that require remedy at a property securing a mortgage loan held by us, which could have an adverse effect on our results of operations and financial condition.

A pandemic, terrorist attack or other catastrophic event may adversely affect our results of operations and liquidity

Our mortality experience may be adversely impacted by a catastrophic event. In addition, a severe catastrophic event may cause significant volatility in global financial markets, disruptions to commerce, and reduced economic activity. The resulting macroeconomic conditions may adversely affect our cash flows as well as the value and liquidity of our invested assets. We may also experience operational disruptions if our employees are unable or unwilling to come to work due to a pandemic or other catastrophe.

A computer system failure, cyber attack or security breach may disrupt our business, damage our reputation and adversely affect our results of operations, financial condition and cash flows

We use computer systems to store, retrieve, evaluate and utilize customer and company data and information. Our business is highly dependent on our ability to access these systems to perform necessary business functions such as providing customer support, administering variable products, making changes to existing policies, filing and paying claims, managing our investment portfolios, and producing financial statements. While we have policies, procedures, automation and backup plans designed to prevent or limit the effect of failure, our computer systems may be vulnerable to disruptions or breaches as a result of natural disasters, man-made disasters, criminal activity, pandemics, data and identity theft, or other events beyond our control. The failure of our computer systems for any reason could disrupt our operations, result in loss of customer business and may adversely affect our profitability.

We retain confidential information on our computer systems, including customer information and proprietary business information. Any compromise of the security of our computer systems that results in the disclosure of personally identifiable customer information could damage our reputation, expose us to litigation, increase regulatory scrutiny and require us to incur significant technical, legal, and other expenses.

The Company’s operations support complex transactions and are highly dependent on the proper function of information technology and communication systems. Any failure of the Company’s information technology or communication systems may result in a material adverse effect on the Company’s results of operations and corporate reputation.

We have systems and processes that are designed to support complex transactions and avoid system failure, fraud, information security failures, processing errors and breaches of regulation. Any failure in these systems and processes may lead to a materially adverse effect on the Company’s results of operations and corporate reputation. In addition, the Company must commit significant resources to maintain and enhance its existing systems in order to keep pace with industry standards and customer preferences. In addition, even though back-up and recovery systems and contingency plans are in place, interruptions, failures or breaches in security of these processes and systems may occur, and if they do occur, the Company may not be able to adequately address such failures or breaches. The occurrence of any of these events may have a materially adverse effect on the Company’s business, results of operations and financial condition.

If our internal controls are not effective, policyholders could lose confidence in our financial reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to conduct a comprehensive evaluation of our internal control over financial reporting. To comply with this statute, we are required to document and test our internal control over financial reporting and our management is required to assess and issue a report concerning our internal control over financial reporting. Management determined that a material weakness, as described in Part II – Item 9A, Controls and Procedures, of the Annual Report existed as of December 31, 2014, and was remediated as of December 31, 2015.

Any failure to maintain or implement required new or improved controls, or any difficulties encountered during implementation, or any new material weaknesses resulting from changes in our operations, the market or the economy could cause a failure to meet

 

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periodic reporting obligations or result in material misstatements in our financial statements, and substantial costs and resources may be required to rectify these or other internal control deficiencies. If the company cannot produce reliable financial reports, policyholders could lose confidence in our reported financial information, our financial condition, and reputation could be harmed.

Changes in accounting standards may adversely affect our financial statements

Our financial statements are prepared in conformity with United States generally accepted accounting principles (“GAAP”) as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). From time to time, we are required to adopt new or revised accounting standards or guidance. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our financial statements and that such changes could have a material adverse effect on our financial condition and results of operations.

Litigation and regulatory investigations may adversely affect our business, results of operations, and financial condition

The Company, like other life insurance companies, is subject to regulatory and legal proceedings, including class action lawsuits, in the ordinary course of our business. Such legal and regulatory matters include proceedings specific to us and other proceedings generally applicable to business practices in the industry in which the Company operates. In some lawsuits and regulatory proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made. The outcome of any litigation or regulatory proceeding cannot be predicted with certainty.

The Company reached an agreement to end a multi-state exam with several state insurance regulators and state controllers’ offices regarding compliance with laws and regulations concerning the identification, reporting and escheatment of unclaimed benefits or abandoned funds. The Company is also the subject of other inquiries and market conduct examinations with a similar focus on the handling of unreported claims and abandoned property. The audits and related examination activity may result in additional payments to beneficiaries, escheatment of funds deemed abandoned, administrative penalties and changes in our procedures for the identification of unreported claims and handling of escheatable property. The Company does not believe that any regulatory actions or agreements that result from these examinations will have a material adverse impact on our ability to meet our obligations. See also Item 3. Legal Proceedings.

We may not be able to protect our intellectual property and may be subject to infringement claims

We may be subject to costly litigation in the event that another party alleges our operations or activities infringe upon another party’s intellectual property rights. Third parties may have, or may eventually be issued, patents that could be infringed by our products, methods, processes or services. Any party that holds such a patent could make a claim of infringement against us. We may also be subject to claims by third parties for breach of copyright, trademark, trade secret or license usage rights. Any such claims and any resulting litigation could result in significant liability for damages. If we were found to have infringed a third-party patent or other intellectual property rights, we could incur substantial liability, and in some circumstances could be enjoined from providing certain products or services to our customers or utilizing and benefiting from certain methods, processes, copyrights, trademarks, trade secrets or licenses, or alternatively could be required to enter into costly licensing arrangements with third parties, all of which could have a material adverse effect on our business, results of operations and financial condition.

The Company has discontinued sales of new products which adversely affects its growth in revenues.

The economic environment in recent years presented significant challenges to the Company’s ability to issue certain products at competitive returns which led to the Company’s election to discontinue new sales of life insurance, variable annuity and market value adjusted products. In 2012, the Company launched a fixed contingent annuity (also sometimes referred to as a CDA) that includes a SALB rider, but is no longer accepting new investors as of November 22, 2015. Existing certificate owners of the CDA are not affected and may continue to make subsequent contributions, as permitted by the terms of the CDA. There is a risk that state regulators could determine that existing actuarial or financial standards are inadequate when applied to CDAs and therefore require more stringent regulations, which could impact the Company’s ability to accept additional new investment from existing contract owners, potentially making growth of future revenues even more limited and uncertain.

The uncertainty of the performance of the securities markets would also mean that where the Company’s revenues are dependent on fees or charges based on the market value of investments underlying the policies, the Company’s revenues would also be uncertain. Further, as policyholders surrender their policies and the number of policies in force is reduced, and as policyholders die or otherwise withdraw value from their policies, the revenues that the Company receives for policy and rider administration, and for mortality and expense risks will likely decline over time, notwithstanding the annuity and life insurance policies in force that will continue to be serviced and are expected to continue to generate revenues for the foreseeable future.

 

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Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The Registrant’s home office is located in Little Rock, Arkansas. Personnel performing services for the Registrant operate in Transamerica Corporation office space in Cedar Rapids, Iowa and St. Petersburg, Florida. An allocable share of the cost of each of the above mentioned premises was paid by the Registrant through the common cost allocation service agreement. We believe that our existing offices are adequate to meet our current requirements and we anticipate that suitable additional or substitute space will be available, as necessary, upon favorable terms.

Item 3. Legal Proceedings

The Company, like other life insurance companies, is subject to regulatory and legal proceedings, including class action lawsuits, in the ordinary course of our business. Furthermore, increased regulatory focus in the United States may result in additional scrutiny by regulatory agencies, both federal and state, which could result in regulatory agency investigations or litigation and related costs or sanctions. Such legal and regulatory matters include proceedings specific to us and other proceedings generally applicable to business practices in the industry in which the Company operates. In some lawsuits and regulatory proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any litigation or regulatory proceeding cannot be predicted with certainty, at the present time, the Company believes that there are no pending or threatened proceedings or lawsuits that are likely to have a material adverse impact on our ability to meet our obligations.

The Company reached an agreement to end a multi-state exam with several state insurance regulators and state controllers’ offices regarding compliance with laws and regulations concerning the identification, reporting and escheatment of unclaimed benefits or abandoned funds. The Company is also the subject of other inquiries and market conduct examinations with a similar focus on the handling of unreported claims and abandoned property. The audits and related examination activity may result in additional payments to beneficiaries, escheatment of funds deemed abandoned, administrative penalties and changes in our procedures for the identification of unreported claims and handling of escheatable property. The Company does not believe that any regulatory actions or agreements that result from these examinations will have a material adverse impact on our ability to meet our obligations.

Item 4. Mine Safety Disclosures

Not Applicable.

 

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a)

The Registrant is a wholly owned subsidiary of Transamerica Corporation. There is no public trading market for the Registrant’s common stock.

During 2015, the Registrant paid a $100.0 million return of capital to AUSA. During 2014, the Registrant paid a $100.0 million dividend to AUSA. During 2015, the Company received $68.5 million in capital contributions from AUSA. During 2014, the Company received $179.0 million in capital contributions from AUSA. No other cash or stock dividends have been declared on Registrant’s common stock at any time during the two most recent fiscal years. Under laws applicable to insurance companies domiciled in the State of Arkansas, the Registrant’s ability to pay extraordinary dividends on its common stock is restricted. See Note 8 to the Registrant’s Financial Statements.

 

(b)

Not applicable.

 

(c)

Not applicable.

Item 6. Selected Financial Data

Information called for by this item is omitted pursuant to General Instruction I. of Form 10-K.

Item 7. Management’s Narrative Analysis of Results of Operations

This Management’s Narrative Analysis of Results of Operations should be read in conjunction with the Financial Statements and Notes to Financial Statements included herein.

Forward Looking Statements

The statements contained in this Report that are not historical facts are forward-looking statements as defined in the US Private Securities Litigation Reform Act of 1995. The following are words that identify such forward-looking statements: aim, believe, estimate, target, intend, may, expect, anticipate, predict, project, counting on, plan, continue, want, forecast, should, would, is confident, will, and similar expressions as they relate to our Company. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Such risks and uncertainties include but are not limited to the following:

 

   

Changes in general economic conditions;

   

Changes in the performance of financial markets, including emerging markets, such as with regard to:

  ¡    

The frequency and severity of defaults by issuers in our fixed income investment portfolios; and

  ¡    

The effects of corporate bankruptcies and/or accounting restatements on the financial markets and the resulting decline in the value of equity and debt securities we hold;

   

The frequency and severity of insured loss events;

   

Changes affecting mortality, morbidity, persistence and other factors that may impact the profitability of our insurance products;

   

Changes affecting interest rate levels and continuing low or rapidly changing interest rate levels;

   

Increasing levels of competition;

   

Changes in laws and regulations, particularly those affecting our operations, the products we sell, and the attractiveness of certain products to our customers;

   

Regulatory changes relating to the insurance industry in the jurisdictions in which we operate;

   

Lowering of one or more of the financial strength ratings and the adverse impact such action may have on the premium writings, policy retention, profitability and liquidity;

   

Acts of God, acts of terrorism, acts of war and pandemics;

   

Changes in the policies of central banks and/or governments;

   

Litigation or regulatory actions that could require us to pay significant damages or change the way we do business;

   

Customer responsiveness to both new products and distribution channels;

   

Competitive, legal, regulatory or tax changes that affect the distribution cost of or demand for our products;

   

The impact of product withdrawals, restructurings and other unusual items; and

   

Our failure to achieve anticipated levels of earnings or operational efficiencies as well as other cost saving initiatives.

 

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We undertake no obligation to publicly update or revise any forward-looking statements except as required by federal securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements, which merely reflect Company expectations at the time of the writing. Actual results may differ materially from expectations conveyed in forward-looking statements due to changes caused by various risks and uncertainties. The reader should, however, consult any further disclosures TALIC may make in future filings of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

 

 

Business Overview

 

Transamerica Advisors Life Insurance Company (“TALIC”, the “Registrant”, the “Company”, “we”, “our”, or “us”) is a wholly owned subsidiary of Transamerica Corporation which is an indirect wholly owned subsidiary of AEGON N.V., a limited liability share company organized under Dutch law. The Company is domiciled in Arkansas.

TALIC conducts its business primarily in the annuity markets and to a lesser extent in the life insurance and fixed contingent annuity markets of the financial services industry. The Company offered the following guaranteed benefits within its variable annuity product suite: guaranteed minimum death benefits (“GMDB”) guaranteed minimum income benefits (“GMIB”) and guaranteed minimum withdrawal benefits (“GMWB”). In addition, the Company’s fixed contingent annuity (also sometimes referred to as a contingent deferred annuity (“CDA”)), includes a stand-alone living benefit (“SALB”).

The Company’s gross earnings are principally derived from two sources:

 

   

the charges imposed on variable annuity, CDA and variable life insurance contracts, and

   

the net earnings from investment of fixed rate life insurance and annuity contract owner deposits less interest credited to contract owners, commonly known as interest spread.

The costs associated with acquiring contract owner deposits (deferred policy acquisition costs) are amortized over the period in which the Company anticipates holding those funds, as noted in the Critical Accounting Policies and Estimates section below. Insurance expenses and taxes reported in the Statements of Income are net of amounts deferred. In addition, the Company incurs expenses associated with the maintenance of in force contracts.

 

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. Estimates, by their nature, are based on judgment and available information. Therefore, actual results could differ and could have a material impact on the financial statements.

The Company’s critical accounting policies and estimates are discussed below. See Note 1 to the Financial Statements for additional information regarding accounting policies.

Valuation of Fixed Maturity and Equity Securities

The Company’s investments consist principally of fixed maturity and equity securities that are classified as available-for-sale (“AFS”) which are reported at estimated fair value. The fair values of fixed maturity and equity securities are determined by management after taking into consideration several sources of data. When available, the Company uses quoted market prices in active markets to determine the fair value of its investments. The Company’s valuation policy utilizes a pricing hierarchy which dictates that publicly available prices are initially sought from indices and third-party pricing services. In the event that pricing is not available from these sources, those securities are submitted to brokers to obtain quotes. If broker quotes are not available, then securities are priced using internal cash flow modeling techniques. These valuation methodologies commonly use reported trades, bids, offers, issuer spreads, benchmark yields, estimated prepayment speeds, and/or estimated cash flows.

To understand the valuation methodologies used by third-party pricing services, the Company reviews and monitors their applicable methodology documents. Any changes to their methodologies are noted and reviewed for reasonableness. In addition, the Company performs periodic in-depth reviews of prices received from third-party pricing services. The objective for such reviews is to demonstrate that the Company can corroborate detailed information such as assumptions, inputs and methodologies used in pricing individual securities against documented pricing methodologies. Only third-party pricing services and brokers with a substantial presence in the market and with appropriate experience and expertise are used.

 

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Each month, the Company performs an analysis of the information obtained from third-party services and brokers to ensure that the information is reasonable and produces a reasonable estimate of fair value. The Company considers both qualitative and quantitative factors as part of this analysis, including but not limited to, recent transactional activity for similar fixed maturities, review of pricing statistics and trends, and consideration of recent relevant market events. Other controls and procedures over pricing received from indices, third-party pricing services, or brokers include validation checks such as exception reports which highlight significant price changes, stale prices or un-priced securities. In addition, the Company performs back testing on a sample basis. Back testing involves selecting a sample of securities trades and comparing the prices in those transactions to prices used for financial reporting. Significant variances between the price used for financial reporting and the transaction price are investigated to explain the cause of the difference.

The Company’s portfolio of private placement securities is valued using a matrix pricing methodology. The pricing methodology is obtained from a third party service and indicates current spreads for securities based on weighted average life, credit rating and industry sector. Monthly the Company reviews the matrix to ensure the spreads are reasonable by comparing them to observed spreads for similar securities traded in the market. In order to account for the illiquid nature of these securities, illiquidity premiums are included in the valuation and are determined based upon the pricing of recent transactions in the private placement market as well as comparing the value of the privately offered security to a similar public security. The impact of the illiquidity premium to the overall valuation is less than 2% of the fair value. At December 31, 2015 and 2014, approximately $110.9 million (or 7%) and $106.4 million (or 6%), respectively, of the Company’s fixed maturity and equity securities portfolio consisted of private placement securities.

Changes in the fair value of fixed maturity and equity securities deemed AFS are reported as a component of accumulated other comprehensive income (loss), net of taxes on the Balance Sheets and are not reflected in the Statements of Income until a sale transaction occurs or when credit-related declines in estimated fair value are deemed other-than-temporary.

Other-Than-Temporary Impairment (“OTTI”) Losses on Investments

The Company regularly reviews each investment in its fixed maturity and equity AFS securities portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of investments. Management makes this determination through a series of discussions with the Company’s portfolio managers and credit analysts, and information obtained from external sources (i.e.; company announcements, ratings agency announcements, or news wire services). For fixed maturity AFS securities, the Company also considers whether it is more likely than not that it will be required to sell the debt security before its anticipated recovery. The factors that may give rise to a potential OTTI include, but are not limited to, 1) certain credit-related events such as default of principal or interest payments by the issuer, 2) bankruptcy of issuer, 3) certain security restructurings, and 4) fair market value less than cost or amortized cost for an extended period of time. In the absence of a readily ascertainable market value, the estimated fair value on these securities represents management’s best estimate and is based on comparable securities and other assumptions as appropriate. Management bases this determination on the most recent information available.

For equity securities, once management determines a decline in the value of an AFS security is other-than-temporary, the cost basis of the equity security is reduced to its fair value, with a corresponding charge to earnings. Objective evidence of impairment of an investment in an equity instrument classified as available-for-sale includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered. As part of an ongoing process, the equity analysts actively monitor earnings releases, company fundamentals, new developments and industry trends for any signs of possible impairment. If an available-for-sale equity security is impaired based upon the Company’s qualitative or quantitative impairment criteria, any further declines in the fair value at subsequent reporting dates are recognized as impairments. Therefore, at each reporting period, for an equity security that is determined to be impaired based upon the Company’s impairment criteria, an impairment is recognized for the difference between the fair value and the original cost basis, less any previously recognized impairments.

For fixed maturity AFS securities, an OTTI must be recognized in earnings when an entity either: a) has the intent to sell the debt security or b) more likely than not will be required to sell the debt security before its anticipated recovery. If the Company meets either of these criteria, the OTTI is recognized in earnings in an amount equal to the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. For fixed maturity AFS securities in unrealized loss positions that do not meet these criteria, the Company must analyze its ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows. If the net present value is less than the amortized cost of the investment, an OTTI is recorded. The OTTI is separated into two pieces: an amount representing the credit loss, where the present value of cash flows expected to be collected is less than the amortized cost basis of the security, and an amount related to all other factors

 

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(referred to as the non credit portion). The credit loss is recognized in earnings and the non credit loss is recognized in other comprehensive income (“OCI”), net of applicable taxes and value of business acquired. Management records subsequent changes in the estimated fair value (positive and negative) of fixed maturity AFS securities for which non credit OTTI was previously recognized in OCI in OCI-OTTI.

For the year ended December 31, 2015, the Company recorded an OTTI in income of $1.9 million, with no associated value of business acquired amortization. For the years ended December 31, 2014 and 2013, the Company recorded an OTTI in income of $0.1 million and $0.7 million, respectively, net of value of business acquired amortization.

Debt securities are monitored individually for impairments based on our asset specialists expectations of payment interruption in the next 12-18 months. The probability of interruption is based on assessments of capital markets, funding needs and the liquidity profile of the issuer. Specific to energy holdings as of the balance sheet date, our expectations are in line with the markets assuming a gradual migration to an oil price per barrel of $40 to $45 by year end 2016. Considering this, it was determined that the probability of default of our energy holdings was not significant enough to warrant impairment.

Derivatives and Hedge Accounting

The Company uses several types of derivatives to manage the capital market risk associated with the GMWB.

Standard and Poor’s (S&P) futures contracts and interest rate futures contracts are used to hedge the equity risk and interest rate risk, respectively, associated with these types of variable guaranteed products, in particular the claim and/or revenue risks of the liability portfolio. Net settlements on the futures occur daily. The realized gains (losses) on settlement of these futures are recorded in net derivative gains (losses) in the Statements of Income.

The Company uses variance swaps to hedge equity risk. During 2013, the Company also entered into total return swaps that are based on the S&P. The Company recognizes gains (losses) from the change in fair value of the variance swaps and total return swaps in net derivative gains (losses) in the Statements of Income.

During the third quarter of 2013, the Company entered into cash flow hedging transactions on Treasury Inflation Protected Securities (“TIPS”) utilizing interest rate swaps to lengthen portfolio duration and to hedge the variability of cash flows due to changes in inflation. The Company recognizes hedge ineffectiveness gains (losses) from the difference of the change in fair value of the swap and the change in fair value of the underlying Treasury in net derivative gains (losses) in the Statements of Income.

During the fourth quarter of 2014, the Company began writing credit default swaps enabling the Company to change the risk profile of the assets in the portfolio by enhancing the overall yield. As a writer of credit default swaps, the Company actively monitors the underlying asset, being careful to note any events (default or similar credit event) that would require the Company to perform on the credit default swap. If such events would take place, the Company has recourse provisions from the proceeds of the bankruptcy settlement of the underlying entity or by the sale of the underlying bond. In the event the representative issuer defaults on its debt obligation referenced in the contract, a payment equal to the notional amount of the contract will be made by the Company and recognized in net derivative gains (losses) in the Statement of Income.

During the fourth quarter of 2015, the Company entered into fixed-to-float and float-to-fixed interest rate swaps in order to hedge the interest rate risk on the underlying liability. The Company holds these contracts at fair market value, and gains (losses) related to changes in fair value are recognized in net derivative gains (losses) in the Statements of Income.

The Company also uses an option strategy to hedge equity risk. These derivatives were purchased in the second quarter of 2015 as part of a hedging program which hedges a specific range of equity market decline. The strategy has limited profitability but also limited risk characteristics due to the structure of the package of put options. The Company recognizes gains (losses) from the change in fair value of the options in net derivative gains (losses) in the Statements of Income.

In Q4 2015, the Company’s GMWB dynamic hedge program targets were realigned to reduce structural differences in hedge position which had previously created earnings volatility. In an effort to align hedge programs with earnings presentation and reduce the Company’s earnings volatility management changed the hedge model from economic basis to a non-qualifying fair value basis at December 31, 2015. This is consistent with the Company’s GAAP reporting framework. In addition to the change to the basis of hedge position, management expanded the risk coverage for the Company’s GMWB by moving to three hedges (Equity: Delta/Gamma, Interest Rate: Rho). Only the Equity Delta hedge was included in the program before this change. This helped reduce the hedge mismatch as the majority of the market impacts are hedged through the additional equity and interest rate coverage.

Management considers the hedge to be more effective with the changes discussed above. Moving to non-qualifying fair value hedge reduced the undesired hedge mismatch associated with the hedging positions which were not calculated consistently with the reporting framework. More market risks are now hedged by adding equity (Gamma) hedge and interest rate (Rho) hedge which reduces the hedge mismatch and improves the hedge effectiveness.

 

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For further discussion of the Company’s use of derivatives, see the Results of Operations and Note 3 to the Financial Statements.

Value of Business Acquired (“VOBA”), Deferred Policy Acquisition Costs (“DAC”), and Deferred Sales Inducements (“DSI”)

VOBA

VOBA reflects the estimated fair value of in force contracts acquired and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the insurance and annuity contracts in force at the acquisition date. VOBA is based on actuarially determined projections, for each block of business, of future policy and contract charges, premiums, mortality, policyholder behavior, Separate Account performance, operating expenses, investment returns, and other factors. Actual experience on the purchased business may vary from these projections. If estimated gross profits or premiums differ from expectations, the amortization of VOBA is adjusted to reflect actual experience. The long-term growth rate assumption for the amortization of VOBA was 8% at December 31, 2015 and 2014. At December 31, 2015 and 2014, the Company’s VOBA asset was $259.5 million and $268.1 million, respectively. For the years ended December 31, 2015, 2014, and 2013, the favorable impact to pre-tax net income related to VOBA unlocking was $0.1 million, $6.6 million, and $12.7 million, respectively. There were no impairment charges in 2015, 2014, and 2013.

For acquired annuity and variable life insurance contracts, VOBA is amortized in proportion to estimated gross profits arising principally from investment margins, mortality and expense margins, rider margins, and surrender charges, based on historical and anticipated future experience, which is updated periodically. Revisions in estimates result in changes to the amounts amortized in the reporting period in which the revisions are made and could result in the impairment of the asset and a charge to income if estimated future gross profits are less than the unamortized balance. See Note 4 to the financial statements for further discussion.

DAC

The costs of acquiring business, principally commissions, certain expenses related to policy issuance, and certain variable sales expenses that relate to and vary with the production of new and renewal business are deferred and amortized based on the estimated future gross profits for the group of acquired contracts. DAC are subject to recoverability testing at the time of the policy issuance and loss recognition testing at the end of each reporting period. At December 31, 2015 and 2014, variable annuities accounted for the Company’s entire DAC asset of $37.5 million and $41.1 million, respectively.

DAC for variable annuities is amortized with interest over the anticipated lives of the insurance contracts in relation to the present values of estimated future gross profits from asset-based fees, guaranteed benefit rider fees, contract fees, and surrender charges, less a provision for guaranteed death and living benefit expenses, policy maintenance expenses, and non-capitalized commissions. The long-term equity growth rate assumption for the amortization of DAC was 8% at December 31, 2015 and 2014. Future gross profit estimates are subject to periodic evaluation with necessary revisions applied against amortization to date. The impact of revisions and assumptions to estimates on cumulative amortization is recorded as a charge or credit to current operations, commonly referred to as “unlocking”. Changes in assumptions can have a significant impact on the amount of DAC reported and the related amortization patterns. In general, increases in the estimated Separate Accounts return and decreases in surrender or mortality assumptions increase the expected future profitability of the underlying business and may lower the rate of DAC amortization. Conversely, decreases in the estimated Separate Accounts returns and increases in surrender or mortality assumptions reduce the expected future profitability of the underlying business and may increase the rate of DAC amortization.

For the years ended December 31, 2015, 2014, and 2013, there was a favorable (unfavorable) impact to pre-tax net income related to DAC unlocking of ($1.5) million, $2.4 million, and ($2.2) million, respectively. See Note 4 to the Financial Statements for further discussion.

DSI

The Company offers a sales inducement whereby the contract owner receives a bonus that increases the initial account balance by an amount equal to a specified percentage of the contract owner’s deposit. This amount may be subject to recapture under certain circumstances. Consistent with DAC, sales inducements for variable annuity contracts are deferred and amortized based on the estimated future gross profits for each group of contracts. The long-term equity growth rate assumption for the amortization of DSI was 8% at December 31, 2015 and 2014. These future gross profit estimates are subject to periodic evaluation by the Company, with necessary revisions applied against amortization (accretion) to date. The impact of these revisions on cumulative amortization (accretion) is recorded as a charge or credit to current operations, commonly referred to as “unlocking”. It is reasonably possible that estimates of future gross profits could be reduced in the future, resulting in a material reduction in the carrying amount of the DSI asset.

 

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The expense and the subsequent capitalization and amortization (accretion) are recorded as a component of policy benefits in the statements of income. At December 31, 2015 and 2014, variable annuities accounted for the Company’s entire DSI asset of $8.5 million and $9.4 million, respectively. For the years ended December 31, 2015, 2014, and 2013, there was a favorable (unfavorable) impact to pre-tax income related to unlocking of ($0.3) million, $0.9 million, and ($0.3) million, respectively. See Note 4 to the Financial Statements for a further discussion.

Future Policy Benefits

Future policy benefits are actuarially determined liabilities, which are calculated to meet future obligations and are generally payable over an extended period of time. Principal assumptions used in the establishment of liabilities for future policy benefits are mortality, surrender rates, policy expenses, equity returns, interest rates, and inflation. These estimates and assumptions are influenced by historical experience, current developments and anticipated market trends. At December 31, 2015 and 2014, future policy benefits were $518.9 million and $458.8 million, respectively.

Included within future policy benefits are liabilities for GMDB and GMIB provisions contained in the variable products that the Company issues.

At December 31, 2015 and 2014, GMDB and GMIB liabilities included within future policy benefits were as follows:

 

(dollars in millions)

  December 31,  
       2015               2014       

GMDB liability

  $ 131.4      $      112.1   

GMIB liability

    95.0        69.8   

The Company regularly evaluates the assumptions used to establish these liabilities, as well as actual experience, and adjusts GMDB and GMIB liabilities with a related charge or credit to earnings (“unlocking”) if actual experience or evidence suggests that the assumptions should be revised. For the years ended December 31, 2015, 2014 and 2013, the favorable (unfavorable) impact to pre-tax income related to GMDB and GMIB unlocking was ($32.0) million, $16.7 million, and $35.9 million, respectively.

Future policy benefits also include liabilities, for contracts containing GMWB and SALB provisions and for the reinsurance of GMIB provisions (“GMIB reinsurance”) for contracts based on the fair value of the underlying benefit. GMWB and GMIB reinsurance are treated as embedded derivatives and are required to be reported separately from the host contract. The fair values of these guarantees are calculated as the present value of future expected payments to policyholders less the present value of assessed fees attributable to the guarantees. Given the complexity and long-term nature of these guarantees, which are unlike instruments available in financial markets, their fair values are determined using stochastic techniques under a variety of market return scenarios. A variety of factors are considered, including expected market rates of return, equity and interest rate volatility, credit spread, correlations of market returns, discount rates and actuarial assumptions. Currently, the Company does not hedge the risks associated with the SALB.

At December 31, 2015 and 2014, GMWB liability and GMIB reinsurance asset were as follows:

 

(dollars in millions)

  December 31,  
       2015               2014       

GMWB liability

  $ 60.6      $      60.7   

GMIB reinsurance asset

    (61.4     (60.6

At December 31, 2015 and 2014, the future policy benefits for the SALB liability were $0.5 million.

Income Taxes

The Company uses the asset and liability method in providing income taxes on all transactions that have been recognized in the financial statements. The asset and liability method requires that deferred taxes be adjusted to reflect the tax rates at which future taxable amounts will be settled or realized. The Company provides for income taxes based on amounts it believes it will ultimately owe. Inherent in the provision for income taxes are estimates regarding the realization of certain tax deductions and credits.

Specific estimates include the realization of dividend-received deductions (“DRD”) and foreign tax credits (“FTC”). A portion of the Company’s investment income related to Separate Accounts business qualifies for the DRD and FTC. Information necessary to calculate these tax adjustments is typically not available until the following year. However, within the current year’s provision, management makes estimates regarding the future tax deductibility of these items. These estimates are primarily based on recent historic experience. See Note 6 to the Financial Statements for a further discussion.

 

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The valuation allowance for deferred tax assets at December 31, 2015 and 2014 was $130.9 million and $113.4 million, respectively (this includes losses that are anticipated to be used in the consolidated group to reflect the income statement impact of the losses that would not be used if filing separately). The valuation allowance is related to loss carryforwards and other deferred tax assets that, in the judgment of management, are not more likely than not to be realized on a separate return basis. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax-planning strategies in making the assessment.

The Company filed a separate federal income tax return for the years 2008 through 2012. A consolidated tax return was filed for 2013 and 2014. An examination by the Internal Revenue Service is in progress for the years 2011 through 2013. The company believes that there are adequate defenses against or sufficient provisions established related to any open or contested tax positions. A consolidated tax return has not yet been filed for 2015.

 

 

Deposits

 

Total direct deposits (including internal exchanges from fixed to variable annuities or vice versa) were $22.4 million, $21.6 million, and $30.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. Deposits are currently limited to additions to existing policies which will result in fluctuations period over period. Internal exchanges during 2015, 2014 and 2013 were $6.8 million, $6.8 million, and $3.8 million, respectively.

 

 

Financial Condition

 

At December 31, 2015, the Company’s assets were $9.2 billion or $1 billion less than the $10.2 billion in assets at December 31, 2014. Assets excluding Separate Accounts assets decreased $161.8 million. Separate Accounts assets, which represent 65% of total assets, decreased $830.7 million to $5.9 billion. Changes in Separate Accounts assets were as follows:

 

(dollars in millions)

        2015                 2014        

Investment performance

  $ (15.3   $ 385.1   

Deposits

    22.1        20.9   

Policy fees and charges

    (151.4     (160.5

Surrenders, benefits and withdrawals

    (686.1     (816.3
 

 

 

   

 

 

 

Net change

  $ (830.7   $ (570.8
 

 

 

   

 

 

 

During 2015, 2014 and 2013, fixed contract owner deposits were $0.2 million. During 2015, 2014 and 2013, fixed contract owner withdrawals were $82.6 million, $71.8 million, and $92.1 million, respectively.

 

 

Investments

 

The Company maintains a general account investment portfolio comprised primarily of investment grade fixed maturity securities, policy loans, cash and cash equivalents and mortgage loans on real estate.

 

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Table of Contents

The following schedule identifies the Company’s general account invested assets by type at December 31:

 

     December 31,  

  

  2015     2014  

Fixed maturity AFS securities

   

Investment grade fixed maturity securities

    57%        60%   

Below investment grade fixed maturity securities

    4            3      
 

 

 

   

 

 

 

Total fixed maturity AFS securities

    61            63      
 

 

 

   

 

 

 

Equity securities

    1            1      

Mortgage loans on real estate

    3            2      

Limited partnerships

    2            2      

Policy loans

    24            24      

Cash and cash equivalents

    9            8      
 

 

 

   

 

 

 
    100%        100%   
 

 

 

   

 

 

 

Fixed Maturity and Equity Securities

The amortized cost/cost and estimated fair value of investments in fixed maturity and equity securities at December 31, 2015 and 2014 were:

 

        December 31, 2015  
        Amortized
Cost/Cost
    Gross Unrealized           % of  
                      Estimated     Estimated  

(dollars in millions)

        Gains     Losses/
OTTI (a)
    Fair
Value
    Fair
Value
 

Fixed maturity AFS securities

           

Corporate securities

           

Financial services

      $ 282.7        $ 19.5        $ (0.9)        $ 301.3        18%   

Industrial

      620.6        33.4        (17.3)        636.7        37      

Utility

      74.6        4.8        (0.6)        78.8        5      

Asset-backed securities

           

Housing related

      19.0        3.6        -        22.6        1      

Credit cards

      25.8        -        -        25.8        2      

Structured settlements

      14.6        0.4        (0.1)        14.9        1      

Autos

      40.7        -        (0.1)        40.6        2      

Timeshare

      1.4        -        -        1.4        0      

Other

      17.5        0.1        (0.3)        17.3        1      

Commercial mortgage-backed securities - non agency backed

      70.1        1.9        (0.3)        71.7        4      

Residential mortgage-backed securities

           

Agency backed

      29.1        1.6        -        30.7        2      

Non agency backed

      27.4        1.2        (0.1)        28.5        2      

Municipals

      0.9        -        (0.1)        0.8        0      

Government and government agencies

           

United States

      339.7        46.6        -        386.3        23      

Foreign

      6.6        1.3        -        7.9        0      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity AFS securities

      1,570.7        114.4        (19.8)        1,665.3        98      

Equity securities

           

Banking securities

      28.0        1.8        (1.1)        28.7        2      

Industrial securities

      5.8        0.2        -        6.0        0      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities

      33.8        2.0        (1.1)        34.7        2      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity and equity securities

      $     1,604.5        $   116.4        $ (20.9)        $   1,700.0        100%   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
        December 31, 2014  
        Amortized
Cost/Cost
    Gross Unrealized           % of  
                 Losses/
OTTI (a)
    Estimated     Estimated  

(dollars in millions)

        Gains       Fair
Value
    Fair
Value
 

Fixed maturity AFS securities

           

Corporate securities

           

Financial services

      $ 321.3        $ 27.3        $ (2.3)        $ 346.3        18%   

Industrial

      711.0        56.2        (5.2)        762.0        40      

Utility

      62.8        6.3        -            69.1        4      

Asset-backed securities

           

Housing related

      21.3        4.8        (0.1)        26.0        1      

Credit cards

      53.1        0.1        -            53.2        3      

Structured settlements

      13.3        0.9        -            14.2        1      

Autos

      21.2        -            -            21.2        1      

Equipment lease

      0.6        -            -            0.6        0      

Timeshare

      2.4        -            -            2.4        0      

Other

      15.9        -            (0.3)        15.6        1      

Commercial mortgage-backed securities - non agency backed

      96.6        4.3        (0.1)        100.8        5      

Residential mortgage-backed securities

           

Agency backed

      34.0        2.4        (0.1)        36.3        2      

Non agency backed

      8.2        0.9        -            9.1        0      

Municipals

      0.9        -            (0.1)        0.8        0      

Government and government agencies

           

United States

      334.4        65.8        -            400.2        21      

Foreign

      8.7        1.4        -            10.1        1      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity AFS securities

      1,705.7        170.4        (8.2)        1,867.9        98      

Equity securities

           

Banking securities

      28.1        2.1        (0.5)        29.7        2      

Industrial securities

      5.8        0.5        -            6.3        0      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities

      33.9        2.6        (0.5)        36.0        2      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity and equity securities

      $ 1,739.6        $ 173.0        $ (8.7)        $ 1,903.9        100%   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Subsequent unrealized gains (losses ) on OTTI securities are included in OCI-OTTI.

The Company monitors industry sectors and individual debt securities for evidence of impairment. This evidence may include one or more of the following: 1) deteriorating market to book ratio, 2) increasing industry risk factors, 3) deteriorating financial condition of the issuer, 4) covenant violations of the issuer, 5) high probability of bankruptcy of the issuer, 6) nationally recognized credit rating agency downgrades, and/or 7) intent or requirement to sell before a debt security’s anticipated recovery. Additionally, for structured securities (asset-backed securities (“ABS”), residential mortgage-backed securities (“RMBS”), and commercial mortgage-backed securities (“CMBS”)), cash flow trends and underlying levels of collateral are monitored. A security is impaired if there is objective evidence that a loss event has occurred after the initial recognition of the asset that has a negative impact on the estimated future cash flows. A specific security is considered to be impaired when it is determined that it is probable that not all amounts due (both principal and interest) will be collected as scheduled. For debt securities, an OTTI must be recognized in earnings when an entity either a) has the intent to sell the debt security or b) more likely than not will be required to sell the debt security before its anticipated recovery. If the Company meets either of these criteria, the OTTI is recognized in earnings in an amount equal to the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. For debt securities in unrealized loss positions that do not meet these criteria, the Company must analyze its ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. The Company has evaluated the near-term prospects of the issuers in relation to the severity and duration of the unrealized loss, and unless otherwise noted, does not consider these investments to be impaired at December 31, 2015.

Five issuers represent more than 5% of the total unrealized loss position, comprised of below investment grade corporate bonds with $8.7 million of unrealized losses.

 

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Table of Contents

Financial Services Sector

The Company’s $0.9 million of gross unrealized losses within the financial services sector has a fair value of $39.9 million. $0.3 million of this total specifically relates to three high yield issuers.

Industrial Sector

The Company’s $17.3 million of gross unrealized losses within the industrial sector has a fair value of $119.4 million. The Industrial sector is further subdivided into various sub-sectors with a majority of its gross unrealized loss made up of issuers within the energy, basic industry and communications sub-sectors. Issuers within the energy sub-sector had total unrealized losses of $10.6 million, which relates to declining oil and natural gas prices during 2015. The basic industry sub-sector had total unrealized losses of $2.8 million, relating primarily to poor results within the metals and mining industry. Fundamentals have been negatively impacted by falling prices for base metals, ferrous metals, precious metals, iron ore and coal. The communications sub-sector had total unrealized losses of $1.6 million, as merger and acquisition speculation and activity created volatility throughout the year.

There was one individual issuer rated below investment grade in the industrial sector that had an unrealized loss position greater than $2.5 million. Breitburn Energy Partners had $3.3 million of gross unrealized losses within the energy sub-sector, which was due to low oil and natural gas prices.

Equity Securities

The Company’s $1.1 million of gross unrealized losses classified as equity have a fair value of $9.2 million. All of the unrealized loss relates to preferred non-convertible holdings in the banking sub-sector. The impairment review process has resulted in no OTTI charges for the year ended December 31, 2015 for the Company.

The amortized cost and estimated fair value of fixed maturity AFS securities at December 31, 2015 and 2014 by rating agency equivalent were:

 

     December 31, 2015      December 31, 2014  

(dollars in millions)

   Amortized
Cost
     Estimated
Fair
Value
     Amortized
Cost
     Estimated
Fair
Value
 
           
           

AAA

   $ 514.6       $ 565.3       $ 557.5       $ 631.5   

AA

     98.2         102.5         108.4         115.1   

A

     508.7         543.5         558.4         605.2   

BBB

     346.2         353.7         391.6         424.3   

Below investment grade

     103.0         100.3         89.8         91.8   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturity AFS securities

   $         1,570.7       $         1,665.3       $         1,705.7       $         1,867.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment grade

     93%         94%         95%         95%   

Below investment grade

     7%         6%         5%         5%   

The Company defines investment grade securities as unsecured debt obligations that have a rating equivalent to S&P’s BBB- or higher (or similar rating agency). At December 31, 2015 and 2014, approximately $80.0 million (or 5%) and $107.9 million (or 6%), respectively, of fixed maturity securities were rated BBB-, which is the lowest investment grade rating given by S&P. Below investment grade securities are speculative and are subject to significantly greater risks related to the creditworthiness of the issuers and the liquidity of the market for such securities. The Company closely monitors such investments.

Unrealized gains (losses) incurred during 2015 and 2014 were primarily due to price fluctuations resulting from changes in interest rates and credit spreads. If the Company has the intent to sell or it is more likely than not that the Company will be required to sell these securities prior to the anticipated recovery of the amortized cost, securities are written down to fair value. If cash flow models indicate a credit event will impact future cash flows, the security is impaired to discounted cash flows. As the remaining unrealized losses in the portfolio relate to holdings where the Company expects to receive full principal and interest, the Company does not consider the underlying investments to be impaired.

 

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Table of Contents

Details underlying securities in a continuous gross unrealized loss and OTTI position for AFS investment grade securities were as follows:

 

      December 31, 2015  

(dollars in millions)

   Estimated
Fair
Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Investment grade AFS securities

                    

Less than or equal to six months

        

Corporate securities

        

Financial services

     $ 26.9         $ 27.0         $ (0.1

Industrial

     76.6         81.8         (5.2

Utility

     6.9         7.4         (0.5

Asset-backed securities

        

Structured settlements

     5.6         5.8         (0.2

Credit cards

     18.3         18.3         -       

Autos

     22.6         22.6         -       

Other

     8.8         8.9         (0.1

Timeshare

     1.0         1.0         -       

Commercial mortgage-backed securities - non agency backed

     17.2         17.5         (0.3

Government and government agencies - United States

     18.5         18.5         -       
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     202.4         208.8         (6.4
  

 

 

    

 

 

    

 

 

 

Greater than six months but less than or equal to one year

        

Corporate securities

        

Financial services

     6.6         7.0         (0.4

Industrial

     12.4         13.5         (1.1

Utility

     1.0         1.1         (0.1

Asset-backed securities - timeshare

     0.5         0.5         -       

Commercial mortgage-backed securities - non agency backed

     1.0         1.0         -       
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     21.5         23.1         (1.6
  

 

 

    

 

 

    

 

 

 

Greater than one year

        

Corporate securities -industrial

     7.4         9.9         (2.5

Asset-backed securities - other

     4.8         5.0         (0.2

Equity securities - banking securities

     7.7         8.5         (0.8
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $ 19.9         $ 23.4         $ (3.5
  

 

 

    

 

 

    

 

 

 

Total of all investment grade AFS securities

        

Corporate securities

        

Financial services

     $ 33.5         $ 34.0         $ (0.5

Industrial

     96.4         105.2         (8.8

Utility

     7.9         8.5         (0.6

Asset-backed securities

        

Structured settlements

     5.6         5.8         (0.2

Credit cards

     18.3         18.3         -       

Autos

     22.6         22.6         -       

Other

     13.6         13.9         (0.3

Timeshare

     1.5         1.5         -       

Commercial mortgage-backed securities - non agency backed

     18.2         18.5         (0.3

Government and government agencies - United States

     18.5         18.5         -       

Equity securities - banking securities

     7.7         8.5         (0.8
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $ 243.8         $ 255.3         $ (11.5
  

 

 

    

 

 

    

 

 

 

Total number of securities in a continuous unrealized loss position

           112   

 

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Table of Contents
      December 31, 2014  

(dollars in millions)

   Estimated
Fair
Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Investment grade AFS securities

                    

Less than or equal to six months

        

Corporate securities

        

Financial services

     $ 11.7         $ 11.8         $ (0.1

Industrial

     24.5         25.4         (0.9

Asset-backed securities

        

Credit cards

     48.1         48.1         -       

Autos

     17.5         17.5         -       

Other

     0.3         0.3         -       

Equipment lease

     0.6         0.6         -       

Timeshare

     0.7         0.7         -       

Commercial mortgage-backed securities - non agency backed

     0.5         0.5         -       

Government and government agencies - United States

     9.3         9.3         -       

Equity securities - banking securities

     8.1         8.5         (0.4
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     121.3         122.7         (1.4
  

 

 

    

 

 

    

 

 

 

Greater than one year

        

Corporate securities

        

Financial services

     9.6         9.9         (0.3

Industrial

     34.6         35.6         (1.0

Asset-backed securities

        

Autos

     2.0         2.0         -       

Other

     4.7         5.0         (0.3

Commercial mortgage-backed securities - non agency backed

     8.5         8.6         (0.1

Residential mortgage-backed securities - agency backed

     0.1         0.2         (0.1
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $ 59.5         $ 61.3         $ (1.8
  

 

 

    

 

 

    

 

 

 

Total of all investment grade AFS securities

        

Corporate securities

        

Financial services

     $ 21.3         $ 21.7         $ (0.4

Industrial

     59.1         61.0         (1.9

Asset-backed securities

        

Credit cards

     48.1         48.1         -       

Autos

     19.5         19.5         -       

Other

     5.0         5.3         (0.3

Equipment lease

     0.6         0.6         -       

Timeshare

     0.7         0.7         -       

Commercial mortgage-backed securities - non agency backed

     9.0         9.1         (0.1

Residential mortgage-backed securities - agency backed

     0.1         0.2         (0.1

Government and government agencies - United States

     9.3         9.3         -       

Equity securities - banking securities

     8.1         8.5         (0.4
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $ 180.8         $ 184.0         $ (3.2
  

 

 

    

 

 

    

 

 

 

Total number of securities in a continuous unrealized loss position

           82   

 

(a)

Subsequent unrealized gains (losses ) on OTTI securities are included in OCI-OTTI.

 

20


Table of Contents

Details underlying securities in a continuous gross unrealized loss and OTTI position for below investment grade AFS securities were as follows:

 

      December 31, 2015  

(dollars in millions)

   Estimated
Fair Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Below investment grade AFS securities

                    

Less than or equal to six months

        

Corporate securities

        

Financial services

     $ 3.3         $ 3.6         $ (0.3

Industrial

     17.1         20.1         (3.0

Asset-backed securities - housing related

     2.7         2.7         -       

Residential mortgage-backed securities - non agency backed

     3.9         4.0         (0.1
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     27.0         30.4         (3.4
  

 

 

    

 

 

    

 

 

 

Greater than six months but less than or equal to one year

        

Corporate securities

        

Financial services

     3.1         3.2         (0.1

Industrial

     4.7         5.7         (1.0

Residential mortgage-backed securities - non agency backed

     1.0         1.0         -       
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     8.8         9.9         (1.1
  

 

 

    

 

 

    

 

 

 

Greater than one year

        

Corporate securities - industrial

     1.2         5.7         (4.5

Municipals

     0.8         0.9         (0.1

Equity securities - banking securities

     1.5         1.8         (0.3
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $         3.5         $         8.4         $         (4.9
  

 

 

    

 

 

    

 

 

 

Total of all below investment grade AFS securities

        

Corporate securities

        

Financial services

     $ 6.4         $ 6.8         $ (0.4

Industrial

     23.0         31.5         (8.5

Asset-backed securities - housing related

     2.7         2.7         -       

Residential mortgage-backed securities - non agency backed

     4.9         5.0         (0.1

Municipals

     0.8         0.9         (0.1

Equity securities - banking securities

     1.5         1.8         (0.3
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $         39.3         $         48.7         $         (9.4
  

 

 

    

 

 

    

 

 

 

Total number of securities in a continuous unrealized loss position

           21   

 

21


Table of Contents
      December 31, 2014  

(dollars in millions)

   Estimated
Fair

Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Below investment grade AFS securities

                    

Less than or equal to six months

        

Corporate securities

        

Financial services

     $ 16.4         $ 18.3         $ (1.9

Industrial

     8.0         9.3         (1.3

Asset-backed securities - housing related

     2.9         3.0         (0.1
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     27.3         30.6         (3.3
  

 

 

    

 

 

    

 

 

 

Greater than six months but less than or equal to one year

        

Corporate securities - industrial

     3.4         3.8         (0.4
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     3.4         3.8         (0.4
  

 

 

    

 

 

    

 

 

 

Greater than one year

        

Corporate securities - industrial

     0.4         2.0         (1.6

Municipals

     0.8         0.9         (0.1

Equity securities - banking securities

     1.7         1.8         (0.1
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $         2.9         $         4.7         $         (1.8
  

 

 

    

 

 

    

 

 

 

Total of all below investment grade AFS securities

        

Corporate securities

        

Financial services

     $ 16.4         $ 18.3         $ (1.9

Industrial

     11.8         15.1         (3.3

Asset-backed securities - housing related

     2.9         3.0         (0.1

Municipals

     0.8         0.9         (0.1

Equity securities - banking securities

     1.7         1.8         (0.1
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $         33.6         $         39.1         $         (5.5
  

 

 

    

 

 

    

 

 

 

Total number of securities in a continuous unrealized loss position

           13   

 

(a)

Subsequent unrealized gains (losses ) on OTTI securities are included in OCI-OTTI.

Gross unrealized losses and OTTI on below investment grade AFS securities represented 45% and 63% of total gross unrealized losses and OTTI on all AFS securities at December 31, 2015 and 2014, respectively. Generally, below investment grade securities are more likely than investment grade securities to develop credit concerns. The ratios of estimated fair value to amortized cost reflected in the table below were not necessarily indicative of the market value to amortized cost relationships for the securities throughout the entire time that the securities have been in an unrealized loss position nor are they necessarily indicative of these ratios subsequent to December 31, 2015.

 

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Table of Contents

Details underlying AFS securities below investment grade and in an unrealized loss position were as follows:

 

     

 

   December 31, 2015  

(dollars in millions)

   Ratio of
Estimated Fair
Value to
Amortized Cost
   Estimated
Fair

Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Less than or equal to six months

   70% to 100%      $ 24.0         $ 25.4         $ (1.4
   40% to 70%      3.0         5.0         (2.0
     

 

 

    

 

 

    

 

 

 
        27.0         30.4         (3.4
     

 

 

    

 

 

    

 

 

 

Greater than six months but less than or equal to one year

   70% to 100%      8.8         9.9         (1.1
     

 

 

    

 

 

    

 

 

 
        8.8         9.9         (1.1
     

 

 

    

 

 

    

 

 

 

Greater than one year

   70% to 100%      2.3         2.7         (0.4
   Below 40%      1.2         5.7         (4.5
     

 

 

    

 

 

    

 

 

 
        3.5         8.4         (4.9
     

 

 

    

 

 

    

 

 

 

Total

        $         39.3         $     48.7         $         (9.4
     

 

 

    

 

 

    

 

 

 

 

     

 

   December 31, 2014  

(dollars in millions)

   Ratio of
Estimated Fair
Value to
Amortized Cost
   Estimated
Fair

Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Less than or equal to six months

   70% to 100%      $ 27.3         $ 30.6         $ (3.3
     

 

 

    

 

 

    

 

 

 
        27.3         30.6         (3.3
     

 

 

    

 

 

    

 

 

 

Greater than six months but less than or equal to one year

   70% to 100%      3.4         3.8         (0.4
     

 

 

    

 

 

    

 

 

 
        3.4         3.8         (0.4
     

 

 

    

 

 

    

 

 

 

Greater than one year

   70% to 100%      2.5         2.8         (0.3
   Below 40%      0.4         1.9         (1.5
     

 

 

    

 

 

    

 

 

 
        2.9         4.7         (1.8
     

 

 

    

 

 

    

 

 

 

Total

        $         33.6         $         39.1         $         (5.5
     

 

 

    

 

 

    

 

 

 

 

(a)

Subsequent unrealized gains (losses ) on OTTI securities are included in OCI-OTTI.

Subprime Mortgage Investments

Subprime mortgages are loans to homebuyers who have weak or impaired credit histories. Through 2008, the market for these loans had expanded rapidly. During that time, however, lending practices and credit assessment standards grew steadily weaker. As a result, the market experienced a sharp increase in the number of loan defaults. Investors in subprime mortgage assets include not only mortgage lenders, but also brokers, hedge funds, and insurance companies. The Company does not currently invest in or originate whole loan residential mortgages. The Company categorizes ABS issued by a securitization trust as having subprime mortgage exposure when the average credit score of the underlying mortgage borrowers in a securitization trust is below 660 at issuance. The Company also categorizes ABS issued by a securitization trust with second lien mortgages as subprime mortgage exposure, even though a significant percentage of second lien mortgage borrowers may not necessarily have credit scores below 660 at issuance.

 

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Table of Contents

The following tables provide the ABS subprime mortgage exposure by rating and estimated fair value by vintage at December 31, 2015 and 2014:

 

     December 31, 2015  

(dollars in millions)

  Amortized
Cost
    Estimated
Fair Value
    Gross
Unrealized
Gain (Loss)
and OTTI
 

First lien - fixed

     

Below BBB

    $ 15.9        18.4        2.5   

Second lien (a)

     

Below BBB

    -            0.7        0.7   
 

 

 

   

 

 

   

 

 

 

Total

    $         15.9        $         19.1        $         3.2   
 

 

 

   

 

 

   

 

 

 
     December 31, 2014  

(dollars in millions)

  Amortized
Cost
    Estimated
Fair Value
    Gross
Unrealized
Gain (Loss)
and OTTI
 

First lien - fixed

     

A

    $ 0.7        $ 0.7        $ -       

Below BBB

    17.2        19.6        2.4   

Second lien (a)

     

Below BBB

    -            2.1        2.1   
 

 

 

   

 

 

   

 

 

 

Total

    $         17.9        $         22.4        $         4.5   
 

 

 

   

 

 

   

 

 

 

 

      December 31, 2015  
      Estimated Fair Value by Vintage  

(dollars in millions)

   2004 & Prior      2005      2006      2007      Total  

First lien - fixed

              

Below BBB

     $ 2.3         $ -             $ 3.5         $ 12.6         $ 18.4   

First lien - floating

              

Below BBB

     -             -             0.7         -             0.7   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $         2.3         $         -             $         4.2         $         12.6         $         19.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
      December 31, 2014  
      Estimated Fair Value by Vintage  

(dollars in millions)

   2004 & Prior      2005      2006      2007      Total  

First lien - fixed

              

A

     $ 0.7         $ -             $ -             $ -             $         0.7   

Below BBB

     2.5         -             3.8         13.3         19.6   

Second lien (a)

              

Below BBB

     -             -             2.1         -             2.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $         3.2         $         -             $         5.9         $         13.3         $         22.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Second lien collateral primarily composed of loans to prime and Alt A borrowers.

 

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Table of Contents

Mortgage Loans on Real Estate

The following summarizes key information on mortgage loans on real estate:

 

     December 31,  
     2015      2014  

(dollars in millions)

   Amount      %      Amount      %  

Property Type

           

Apartment

     $ 39.3         42%         $ 21.9         33%   

Office

     24.0         26             29.8         45      

Retail

     21.1         23             8.1         12      

Industrial

     8.5         9             6.9         10      
  

 

 

    

 

 

    

 

 

    

 

 

 

Total mortgage loans by property type

     92.9         100             66.7         100      
  

 

 

    

 

 

    

 

 

    

 

 

 

Geographic Region

           

Pacific

     $ 23.3         25%         $ 20.1         30%   

South Atlantic

     21.9         24             8.9         13      

West North Central

     17.6         19             5.6         8      

Middle Atlantic

     15.1         16             15.4         23      

New England

     6.9         7             8.1         12      

East North Central

     3.0         3             3.1         5      

West South Central

     2.7         3             3.0         5      

Mountain

     2.4         3             2.5         4      
  

 

 

    

 

 

    

 

 

    

 

 

 

Total mortgage loans by geographic region

     $ 92.9         100%         $ 66.7         100%   
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31,  
     2015      2014  

(dollars in millions)

   Amount      %      Amount      %  

State Exposure

           

Pennsylvania

     $ 12.6         14%         $ 12.8         19%   

California

     11.7         13             8.0         12      

Missouri

     9.1         10             -             -       

Virginia

     7.5         8             5.4         8      

New Hampshire

     6.9         7             8.1         12      

Washington

     6.9         7             7.1         11      

Florida

     6.4         7             -             -       

Minnesota

     5.5         6             5.6         8      

Oregon

     4.7         5             5.0         8      

Georgia

     3.0         3             -             -       

Kansas

     3.0         3             -             -       

South Carolina

     3.0         3             -             -       

Wisconsin

     3.0         3             3.1         5      

Texas

     2.7         3             3.0         4      

New Jersey

     2.5         3             2.6         4      

Colorado

     2.4         3             2.5         4      

Maryland

     2.0         2             -             -       

Delaware

     -             -             3.5         5      
  

 

 

    

 

 

    

 

 

    

 

 

 

Total mortgage loans by state exposure

     $ 92.9         100%         $ 66.7         100%   
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair value for mortgage loans on real estate is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and or similar remaining maturities. The estimated fair value of the mortgage loans on real estate at December 31, 2015 and 2014 was $92.9 million and $71.4 million, respectively. There were 14 new mortgage loans in 2015 which drove the increase in fair value from 2014. There was one impaired mortgage loan during 2014 which was subsequently sold during the period for a ($2.0) million realized loss. There were no impaired mortgage loans at December 31, 2015 or 2014. The general reserve at December 31, 2015 and 2014 was less than $0.1 million. The change in the valuation allowance and the general reserve is reflected in net realized investment gains (losses), excluding OTTI losses on securities in the Statements of Income. At December 31, 2015 and 2014, there were no mortgage loans that were two or more payments delinquent. See Note 3 to the Financial Statements for further discussion.

 

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Table of Contents

Securities Lending

The following table provides a summary of the securities under securities lending agreements for the years ended at December 31:

 

(dollars in millions)

  December 31,  
       2015               2014       

Payables for collateral under securities loaned

  $ 194.5      $      265.2   

Amortized cost of securities out on loan

    162.7        215.2   

Estimated fair value of securities out on loan

    188.7        260.1   

The decrease in the payables for collateral under securities loaned was due to a decline in demand for the Company’s securities by borrowers in the market.

Reverse Repurchase Agreements

The following table provides a summary of the securities under reverse repurchase agreements for the years ended at December 31:

 

(dollars in millions)

  December 31,  
       2015               2014       

Payables for reverse repurchase agreements

  $ -          $ 0.6   

Amortized cost of securities pledged

    -            0.6   

Estimated fair value of securities pledged

    -            0.6   

 

 

Business Environment

 

The Company’s financial position and/or results of operations are primarily impacted by the following economic factors: equity market performance, fluctuations in medium term interest rates, and the corporate credit environment via credit quality and fluctuations in credit spreads. The following discusses the impact of each economic factor.

Equity Market Performance

The investment performances of the underlying U.S. equity-based mutual funds supporting the Company’s variable products do not replicate the returns of any specific U.S. equity market index. However, investment performance will generally increase or decrease with corresponding increases or decreases of the overall U.S. equity market. There are several standard indices published on a daily basis that measure performance of selected components of the U.S. equity market. Examples include the Dow Jones Industrial Average (“Dow”), the NASDAQ Composite Index (“NASDAQ”) and the S&P. The Dow, NASDAQ, and S&P ended 2015 with increases (decreases) of (2%), 6% and (1%), respectively, from 2014. The Dow, NASDAQ and S&P ended 2014 with increases of 8%, 13% and 11%, respectively, from 2013.

Changes in the U.S. equity market directly affect the values of the underlying U.S. equity-based mutual funds supporting Separate Accounts assets and, accordingly, the values of variable contract owner account balances. Approximately 42% of Separate Accounts assets were invested in equity-based mutual funds at December 31, 2015. Since asset-based fees collected on in force variable contracts represent a significant source of revenue, the Company’s financial condition will be impacted by fluctuations in investment performance of equity-based Separate Accounts assets. During 2015, the total average variable account balances decreased $0.6 billion (or 9 %) to $6.4 billion as compared to the same period in 2014.

Fluctuations in the U.S. equity market also directly impact the Company’s exposure to guaranteed benefit provisions contained in the variable contracts it manufactures. Minimal or negative investment performance generally results in greater exposure to guarantee provisions. Prolonged periods of minimal or negative investment performance will result in greater guaranteed benefit costs as compared to assumptions. If the Company determines that it needs to increase its estimated long term cost of guaranteed benefits, it will result in establishing greater guaranteed benefit liabilities as compared to current practice.

Medium Term Interest Rates, Corporate Credit and Credit Spreads

Changes in interest rates affect the value of investments, primarily fixed maturity securities and preferred equity securities, as well as interest-sensitive liabilities. Changes in interest rates have an inverse relationship to the value of investments and interest-sensitive liabilities. Also, since the Company has certain fixed products that contain guaranteed minimum crediting rates, decreases in interest rates can decrease the amount of interest spread earned.

 

26


Table of Contents

Changes in the corporate credit environment directly impact the value of the Company’s investments, primarily fixed maturity securities. The Company primarily invests in investment-grade corporate debt to support its fixed rate product liabilities.

Credit spreads represent the credit risk premiums required by market participants for a given credit quality, i.e., the additional yield that a debt instrument issued by an AA-rated entity must produce over a risk-free alternative (e.g., U.S. Treasury instruments). Changes in credit spreads have an inverse relationship to the value of interest sensitive investments.

The impact of changes in medium term interest rates, corporate credit and credit spreads on market valuations were as follows:

 

 

   2015     2014      2013  

Average medium term interest rate yield (a)

     1.16%        0.86%         0.75%   

Increase in medium term interest rates (in basis points)

     30        11         38   

Credit spreads (in basis points) (b)

     145        115         102   

Expanding (contracting) of credit spreads (in basis points)

     30        13         (22

Increase (decrease) on market valuations: (in millions)

       

Available-for-sale investment securities

     $   (68.7     $ 75.6         (124.0

Interest-sensitive policyholder liabilities

     -            -             12.9   
  

 

 

   

 

 

    

 

 

 

Net change on market valuations

     $ (68.7 )      $ 75.6         $   (111.1
  

 

 

   

 

 

    

 

 

 

 

(a)

The Company defines medium term interest rates as the average interest rate on U.S. Treasury securities with terms of one to five years.

(b)

The Company defines credit spreads according to the Merrill Lynch U.S. Corporate Bond Index for BBB-A Rated bonds with three to five year maturities.

At December 31, 2015 and 2014, the Company had 9,379 and 10,197 life insurance and annuity contracts in force with interest rate guarantees, respectively. The estimated average rate of interest credited on behalf of contract owners was 3.36% and 3.37% during 2015 and 2014, respectively. Total invested assets supporting these liabilities with interest rate guarantees had an estimated average effective yield of 5.3% and 5.2% during 2015 and 2014, respectively.

 

 

Liquidity and Capital Resources

 

Liquidity

The Company’s liquidity requirements include the payment of sales commissions and other underwriting expenses and the funding of its contractual obligations for the life insurance and annuity contracts it has in force. The Company has developed and utilizes a cash flow projection system and regularly performs asset/liability duration matching in the management of its asset and liability portfolios. The Company anticipates funding its cash requirements utilizing cash from operations, normal investment maturities and anticipated calls and repayments, consistent with prior years. At December 31, 2015 and 2014, the Company’s assets included $2.0 billion and $2.2 billion, respectively, of cash, short-term investments and investment grade publicly traded AFS securities that could be liquidated if funds were required.

Capital Resources

During 2015, the Company received a capital contribution from AUSA of $68.5 million and the Company paid a $100.0 return of capital to AUSA. During 2014, the Company received a capital contribution from AUSA of $179.0 million and the Company paid a $100.0 million cash dividend to AUSA.

Statutory Principles and Risk-Based Capital (“RBC”)

To maintain the ability to issue annuity products, the Company must meet or exceed the statutory capital and surplus requirements of the insurance departments of the states in which it conducts business. Statutory accounting principles differ from GAAP in multiple major respects. Under statutory accounting principles, the acquisition costs of new business are charged to expense, while under GAAP they are amortized over a period of time. Under statutory accounting principles, the required additions to statutory reserves are calculated under different rules than under GAAP. In addition, the valuation of investments and accounting for deferred taxes differs between the two bases of accounting.

 

27


Table of Contents

The NAIC utilizes the Risk Based Capital (“RBC”) adequacy monitoring system. The RBC calculates the amount of adjusted capital that a life insurance company should have based upon that company’s risk profile. At December 31, 2015 and 2014, based on the RBC formula, the Company’s total adjusted capital levels were well in excess of the minimum amount of capital required to avoid regulatory action.

Ratings

Ratings are an important factor in establishing the competitive position in the insurance and financial services marketplace. Rating agencies rate insurance companies based on financial strength and the ability to pay claims, factors more relevant to contract holders than investors.

The financial strength rating scales of S&P, A.M. Best, and Fitch Ratings (“Fitch”) are characterized as follows:

 

   

  S&P – AAA to R

   

  A.M. Best – A++ to S

   

  Fitch – AAA to C

The following table summarizes the Company’s ratings at March 30, 2016:

 

S&P

  

AA-

  

(4th out of 21)

A.M . Best

  

A+

  

(2nd out of 16)

A downgrade of our financial strength rating could affect our competitive position in the insurance industry as customers may select companies with higher financial strength ratings. These ratings are not a recommendation to buy or hold any of the Company’s securities and they may be revised or revoked at any time at the sole discretion of the rating organization.

 

 

Commitments and Contingencies

 

The following table summarizes the Company’s obligations to policyholders at December 31, 2015:

 

(dollars in millions)

   Less Than One
Year
     One To Three
Years
     Four To Five
Years
     More Than Five
Years
     Total  

General accounts (a)

     $ 169.1         $ 305.0         $ 268.3         $ 1,669.8         $ 2,412.2   

Separate Accounts (a)

     645.3         1,150.6         1,006.5         5,015.9         7,818.3   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $         814.4         $         1,455.6         $         1,274.8         $         6,685.7         $         10,230.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

The policyholder liabilities include benefit and claim liabilities of which a significant portion represents policies and contracts that do not have a stated contractual maturity. The projected cash benefit payments in the table above are based on management’s best estimates of the expected gross benefits and expenses, partially offset by the expected gross premiums, fees and charges relating to the existing business in force. Estimated cash benefit payments are based on mortality and lapse assumptions comparable with the Company’s historical experience, modified for recently observed trends. Actual payment obligations may differ if experience varies from these assumptions. The cash benefit payments are presented on an undiscounted basis and are before deduction of tax and before reinsurance. The liability amounts in the Company’s financial statements reflect the discounting for interest as well as adjustments for the timing of other factors as described above. As a result, the sum of the cash benefit payments shown for all years in the table above exceeds the corresponding policyholder liability amounts.

The Company has utilized public information to estimate the future assessments it will incur as a result of life insurance company insolvencies. At December 31, 2015 and 2014, the Company’s estimated liability for future guaranty fund assessments was $0.1 million. In addition, the Company has a receivable for future premium tax deductions of $4.2 million and $4.5 million at December 31, 2015 and 2014, respectively. The Company regularly monitors public information regarding insurer insolvencies and adjusts its estimated liability as appropriate.

In the normal course of business, the Company is subject to various claims and assessments. Management believes the settlement of these matters would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

28


Table of Contents

 

Results of Operations

 

The Company’s gross earnings are principally derived from two sources:

 

 

the charges imposed on variable annuity and variable life insurance contracts, and

 

 

the net earnings from investment of fixed rate life insurance and annuity contract owner deposits less interest credited to contract owners, commonly known as interest spread.

The costs associated with acquiring contract owner deposits (DAC) are amortized based on the estimated gross profits for a group of contracts, as noted in the Critical Accounting Policies and Estimates section above. Insurance expenses and taxes reported in the Statements of Income are net of amounts deferred. In addition, the Company incurs expenses associated with the maintenance of in force contracts.

2015 compared to 2014

For the years ended December 31, 2015 and 2014, the Company recorded net income of $13.7 million and 33.5 million, respectively. The decrease in net earnings during 2015 as compared to 2014 was primarily due to higher policy benefits expense and increase in VOBA and DAC amortization. The increase in expenses was partially offset by lower derivative losses.

Policy charge revenue decreased $11.1 million to $166.8 million during 2015, as compared to $177.9 million in 2014. The following table provides the changes in policy charge revenue by type for each respective period:

 

(dollars in millions)

   2015     2014     Change  

Asset-based policy charge revenue

     $ 99.3        $ 109.6        $ (10.3 )     (a) 

Reinsurance premiums ceded

     (4.5     (5.4     0.9   

Guaranteed benefit based policy charge revenue

     22.8        24.1        (1.3

Non-asset based policy charge revenue

     49.2        49.6        (0.4
  

 

 

   

 

 

   

 

 

 

Total policy charge revenue

     $     166.8        $     177.9        $     (11.1
  

 

 

   

 

 

   

 

 

 

 

(a)

Lower Separate Account Balances during 2015 due to the declining block of business results in lower asset-based policy charge revenue.

Net derivative losses decreased $38.6 million to ($37.5) million during 2015 as compared to ($76.1) million in 2014. The following table provides the changes in net derivative gains (losses) by type:

 

(dollars in millions)

   2015     2014     Change  

Short futures

     $ (2.0     $ (7.8     $ 5.8      (a) 

Long futures

     (1.0     -            (1.0

Variance swaps

     (2.9     (5.1     2.2   

Total return swaps

     (36.5     (60.4     23.9      (b) 

Options (puts and calls)

     7.6        -            7.6      (c) 

Interest rate swaps

     (2.2     (0.1     (2.1

Credit default swaps

     (0.5     (2.7     2.2   
  

 

 

   

 

 

   

 

 

 

Total net derivative losses

     $ (37.5     $     (76.1     $ 38.6   
  

 

 

   

 

 

   

 

 

 

 

(a)

Short futures result in losses when equity markets increase. The decrease in losses was driven by mixed S&P performance (gains in the first and fourth quarter and losses in the second and third quarter) in 2015 when compared to the 11% increase in the S&P for the period ended December 31, 2014.

(b)

The Company had a large notional amount of short positions in total return swaps in 2015, and the mixed performance in the S&P offset some of the losses. The total return swap losses in 2014 were the result of short exposure to the S&P which had an 11% increase during 2014.

(c)

Options short the equity total return market which declined during 2015 driving the gains during the year.

 

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Policy benefits increased $27.3 million to $105.2 during 2015 as compared to 2014. The following table provides the changes in policy benefits by type:

 

(dollars in millions)

   2015      2014     Change  

Annuity benefit unlocking

     $     32.0         $     (16.7     $ 48.7  (a) 

Annuity benefit expense

     36.1         57.4        (21.3)  (b)  

Amortization (accretion) of deferred sales inducements

     0.9         (1.8     2.7  (c) 

Life insurance mortality expense

     36.2         39.0        (2.8)  (d) 
  

 

 

    

 

 

   

 

 

 

Total policy benefits

     $   105.2         $       77.9      $        27.3   
  

 

 

    

 

 

   

 

 

 

 

(a)

See the Critical Accounting Policies and Estimates section above for further discussion of annuity benefit unlocking.

(b)

The decrease in annuity benefit expense was primarily driven by a change in reserves in 2015 when compared to 2014, the decrease in expense was partially offset by a financial statement hedge mismatch between periods.

(c)

During 2015 there was an increase in gross profits resulting in increased amortization compared with 2014 which saw a decrease in gross profits leading to accretion.

(d)

The decrease in life insurance mortality expense relates to a decrease in claims activity in 2015 compared to 2014.

Amortization and (accretion) of DAC was $3.8 million and ($6.1) million for the years ended December 31, 2015 and 2014, respectively, which included favorable (unfavorable) unlocking of ($1.5) million and $2.4 million, respectively. The decrease in DAC in 2015 was primarily driven by amortization from positive gross profits. The increase in DAC in 2014 was driven by negative gross profits from the increase in fair value reserves.

Amortization of VOBA was $22.4 million and $10.8 million for the years ended December 31, 2015 and 2014, respectively, which included favorable unlocking of $0.1 million and $6.6 million, respectively. The change in 2015 was primarily driven by positive gross profits due to favorable performance of Separate Accounts and updated policyholder assumptions during the year which resulted in amortization and less favorable unlocking as compared to 2014.

Insurance expenses and taxes increased $2.8 million in 2015 as compared to 2014. The following table provides the changes in insurance expenses and taxes for each respective period:

 

(dollars in millions)

   2015      2014      Change  

Commissions

     $     30.6         $     32.9         $ (2.3

General insurance expense

     16.5         11.7         4.8   

Taxes, licenses, and fees

     0.8         0.5         0.3   
  

 

 

    

 

 

    

 

 

 

Total insurance expenses and taxes

     $     47.9          $      45.1         $       2.8   
  

 

 

    

 

 

    

 

 

 

2014 compared to 2013

For the years ended December 31, 2014 and 2013, the Company recorded net income (loss) of $33.5 million and ($214.3) million, respectively. The change in net earnings during 2014 as compared to 2013 was primarily due to higher realized derivative losses related to the equity collar hedge and the addition of a tax valuation allowance in 2013.

Policy charge revenue increased $0.9 million to $177.9 million during 2014, as compared to $177.0 million in 2013. The following table provides the changes in policy charge revenue by type for each respective period:

 

(dollars in millions)

   2014     2013     Change  

Asset-based policy charge revenue

     $     109.6        $     111.1        $ (1.5

Reinsurance premiums ceded

     (5.4     (8.6     3.2   

Guaranteed benefit based policy charge revenue

     24.1        24.6        (0.5

Non-asset based policy charge revenue

     49.6        49.9        (0.3

Total policy charge revenue

     $     177.9        $     177.0        $         0.9   
  

 

 

   

 

 

   

 

 

 

 

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Net derivative losses decreased $183.8 million to ($76.1) million during 2014 as compared to ($259.9) million in 2013. The following table provides the changes in net derivative gains (losses) by type:

 

(dollars in millions)

   2014     2013     Change  

Equity collar (puts and calls)

     $ -            $ (287.8     $ 287.8      (a) 

Total return swaps

     (60.4     26.9        (87.3 )    (b) 

Variance swaps

     (5.1     (7.0     1.9   

Short futures

     (7.8     (33.0     25.2      (c) 

Long futures

     -            41.1        (41.1 )    (c) 

Interest rate swaps

     (0.1     (0.1     -       

Credit default swaps

     (2.7     -            (2.7 )    (d) 
  

 

 

   

 

 

   

 

 

 

Total net derivative losses

     $   (76.1     $    (259.9     $   183.8   
  

 

 

   

 

 

   

 

 

 

 

(a)

The equity collar was disposed of in the fourth quarter of 2013 which is driving the decrease in losses. The 2013 losses were driven by the increase in the S&P index. This was a zero cost at inception macro equity hedge to protect against a portion of the unhedged equity tail risk by selling a portion of the market upside above the Company’s long term expected return and buying protection against extreme market declines. As a result, when equity markets increase, the equity collars decline in value. When markets decrease, they increase in value.

(b)

The Company had a large notional amount of short positions in total return swaps in 2014, and the increase in the S&P gave rise to losses. The total return swap gains in 2013 were the result of long exposure to the S&P.

(c)

Short futures result in losses when equity markets increase and long futures result in gains as equity markets increase. The Company no longer holds long futures. Short futures performance was driven by the 11% and 30% increases in the S&P for the periods ended December 31, 2014 and 2013, respectively.

(d)

During 2014 the Company entered into credit default swaps and the losses were driven by widening credit spreads at the time of sale.

Policy benefits increased $31.0 million during 2014 as compared to 2013. The following table provides the changes in policy benefits by type:

 

(dollars in millions)

   2014     2013     Change  

Annuity benefit unlocking

     $ (16.7     $ (35.9     $ 19.2      (a) 

Annuity benefit expense

     57.4        39.8        17.6      (b) 

Amortization (accretion) of deferred sales inducements

     (1.8     2.5        (4.3 )    (c) 

Life insurance mortality expense

     39.0        40.5        (1.5
  

 

 

   

 

 

   

 

 

 

Total policy benefits

     $   77.9          $    46.9        $   31.0   
  

 

 

   

 

 

   

 

 

 

 

(a)

See the Critical Accounting Policies and Estimates section above for further discussion of annuity benefit unlocking.

(b)

The increase in annuity benefit expense was primarily driven by the increase in fair value reserves in 2014 as compared to 2013.

(c)

During 2014 there was a decrease in gross profits resulting in accretion compared with 2013 which saw an increase in gross profits leading to increased amortization.

Amortization (accretion) of DAC was ($6.1) million and $12.9 million for 2014 and 2013, respectively, which included favorable (unfavorable) unlocking of $2.4 million and ($2.2) million, respectively. The change in 2014 was primarily driven by updated policyholder assumptions and underperforming Separate Accounts during the year which resulted in accretion and favorable unlocking as compared to 2013.

Amortization of VOBA was $10.8 million and $4.8 million for the years ended December 31, 2014 and 2013, respectively, which included favorable unlocking of $6.6 million and $12.7 million, respectively. The change in 2014 was impacted by lower equity market performance and updated policyholder assumptions resulting in increased amortization and favorable unlocking as compared to 2013.

 

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Insurance expenses and taxes decreased $5.7 million in 2014 as compared to 2013. The following table provides the changes in insurance expenses and taxes for each respective period:

 

(dollars in millions)

   2014      2013      Change  

Commissions

     $      32.9         $      34.4         $ (1.5

General insurance expense

     11.7         15.5         (3.8 )     (a) 

Taxes, licenses, and fees

     0.5         0.9         (0.4
  

 

 

    

 

 

    

 

 

 

Total insurance expenses and taxes

     $ 45.1         $ 50.8       $ (5.7
  

 

 

    

 

 

    

 

 

 

 

(a)

The decrease in general insurance expense is primarily related to a change in guaranty fund assessments when compared to 2013.

 

 

Segment Information

 

The Company’s operating results are categorized into two business segments: Annuity and Life Insurance. The Company’s Annuity segment consists of variable annuity and interest-sensitive annuity contracts. The Company’s Life Insurance segment consists of variable life insurance and interest-sensitive life insurance contracts. The accounting policies of the business segments are the same as those described in the summary of significant accounting policies. All revenue and expense transactions are recorded at the contract level and accumulated at the business segment level for review by management.

Select financial information by segment for the years ended December 31 is as follows:

 

(dollars in millions)

  Annuity     Life
Insurance
    Total  

2015

                 

Net revenues (a)

    $ 114.6        $     73.6        $     188.2   

Amortization of VOBA

    8.1        14.3        22.4   

Policy benefits (net of reinsurance recoveries)

    69.0        36.3        105.3   

Income tax expense (benefit)

    (9.3     4.6        (4.7

Net income

    (0.7     14.4        13.7   

2014

                 

Net revenues (a)

    $ 91.4        $ 75.3        $ 166.7   

Amortization of VOBA

    0.9        9.9        10.8   

Policy benefits (net of reinsurance recoveries)

    38.9        39.0        77.9   

Income tax expense (benefit)

    (2.8     8.2        5.4   

Net income

    19.2        14.3        33.5   

2013

                 

Net revenues (a)

    $     (96.2     $ 73.6        $ (22.6

Amortization of VOBA

    -        4.8        4.8   

Policy benefits (net of reinsurance recoveries)

    6.4        40.5        46.9   

Income tax expense

    62.4        14.0        76.4   

Net Income (loss)

    (224.4     10.1        (214.3

 

(a)

Net revenues include total revenues net of interest credited to policyholder liabilities.

The Company is not dependent upon any single customer, and no single customer accounted for more than 10% of its revenues during 2015, 2014, or 2013.

 

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

As an insurance company, the Company is in the “risk” business and as a result is exposed to a variety of risks. A description of our risk management and control systems is given below on the basis of significant identified risks for us. Our largest exposures are to changes in the financial markets (e.g; interest rate, credit and equity market risks) that affect the value of the investments, liabilities from products that we sold, deferred expenses, and value of business acquired.

Results of the Company’s sensitivity analyses are presented to show the estimated sensitivity of net income to various scenarios. For each type of market risk, the analysis shows how net income would have been affected by changes in the relevant risk variables that were reasonably possible at the reporting date. For each sensitivity test, the impact of a reasonably possible change in a single factor (or shock) is shown. The analysis considers the interdependency between interest rates and lapse behavior for products sold where there is clear evidence of dynamic lapse behavior. Management action is taken into account to the extent that it is part of the Company’s regular policies and procedures. However, incidental management actions that would require a change in policies and procedures are not considered.

Each sensitivity analysis reflects the extent to which the shock tested would affect management’s critical accounting estimates and judgment in applying the Company’s accounting policies (See Note 1 of the Financial Statements for a description of the critical accounting estimates and judgments). The shock may affect the measurement of assets and liabilities based on assumptions that are not observable in the market as well as market consistent assumptions. For example, a shock in interest rates may lead to changes in the amortization schedule of DAC or to increased unrealized losses on fixed income investments. Although management’s short-term assumption may change if there is a reasonable change in a risk factor, long-term assumptions will generally not be revised unless there is evidence that the movement is permanent. This fact is reflected in the sensitivity analyses provided below.

The sensitivities do not reflect what the net income for the period would have been if risk variables had been different because the analysis is based on the exposures in existence at the reporting date rather than on those that actually occurred during the year. Nor are the results of the sensitivities intended to be an accurate prediction of the Company’s future income. The analysis does not consider all methods available to management to respond to changes in the financial environment, such as changing investment portfolio allocations or adjusting crediting rates. Furthermore, the results of the analyses cannot be extrapolated for wider variations since effects do not tend to be linear. No risk management process can clearly predict future results.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect the value of investments, primarily fixed maturity securities and preferred equity securities. Changes in interest rates have an inverse relationship to the value of investments. The Company manages interest rate risk as part of its asset/liability management strategy. For each portfolio, management monitors the expected changes in assets and liabilities, as produced by the Company’s model, resulting from various interest rate scenarios. Based on these results, management closely matches the duration of insurance liabilities to the duration of assets supporting those liabilities.

The table below shows the interest rates at the end of the last five years:

 

 

       2015              2014              2013              2012              2011      

3-Month US Libor

     0.61%         0.26%         0.25%         0.31%         0.58%   

10-Year US Treasury

     2.27%         2.17%         3.04%         1.78%         1.89%   

The sensitivity analysis in the table below shows an estimate of the effect of a parallel shift in the yield curve on net income and equity. Increases in interest rates have a negative effect on GAAP equity and net income in the current year because it results in unrealized losses on investments that are carried at fair value. The offsetting economic gain on the insurance contracts is however, not fully reflected in the sensitivities because many of these liabilities are not measured at fair value. Over time, the short-term reduction in net income due to rising interest rates would be offset by higher net income in later years, all else being equal.

 

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    Estimated Approximate Effects on:  

Change in Interest Rates: (dollars in millions)

  Net Income     Equity  

2015

           

Shift Up of 100 Basis Points

  $   (14.9   $      (75.6

Shift Down of 100 Basis Points

  $      14.9      $      79.2   

2014

           

Shift Up of 100 Basis Points

  $ (9.9   $      (78.6

Shift Down of 100 Basis Points

  $ 6.4      $      76.7   

The sensitivity analysis above reflects the assets and liabilities held at year-end. This does not necessarily reflect the risk exposure during the year as significant events do not necessarily occur on January 1. The selection of a 100 basis point immediate, parallel increase or decrease in interest rates is a hypothetical rate scenario used to demonstrate potential risk. While a 100 basis point immediate, parallel increase does not represent the Company’s view of future market changes, it is a near term reasonably possible hypothetical change that illustrates the potential impact of such events. While the income and equity impacts provide a presentation of interest rate sensitivity, they are based on the portfolio exposures at a point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio transactions in response to management’s assessment of changing market conditions and available investment opportunities.

Credit Risk

Credit risk represents the loss that the Company would incur if an issuer fails to perform its contractual obligations and the value of the security held has been impaired or is deemed worthless. The Company manages its credit risk by setting investment policy guidelines that assure diversification with respect to investment, issuer, geographic location and credit quality. Management regularly monitors compliance of each investment portfolio’s status with the investment policy guidelines, including timely updates of credit-related securities.

Equity Market Risk

Fluctuations in the equity markets have affected the Company’s profitability, capital position and sales of equity related products in the past and may continue to do so. Exposure to equity markets exists in both assets and liabilities. Asset exposure exists through direct equity investment, where the Company bears all or most of the volatility in returns and investment performance risk. Equity market exposure is also present in insurance contracts for account of policyholders where funds are invested in equities such as variable annuities and life insurance. Although most of the risk remains with the policyholder, lower investment returns can reduce the asset management fee earned by the Company on the asset balance in these products. In addition, some of this business has minimum guarantees.

The table that follows sets forth the closing levels of certain major indices at the end of the last five years:

 

 

       2015              2014              2013              2012              2011      

S&P 500

     2,044         2,059         1,848         1,426         1,258   

NASDAQ

     5,007         4,736         4,177         3,020         2,605   

DOW

     17,425         17,823         16,577         13,104         12,218   

The sensitivity analysis of net income to change in equity prices is presented in the table below. The sensitivity of net income to changes in equity markets reflects changes in the market value of the Company’s portfolio, changes in DAC amortization and the strengthening of the guaranteed minimum benefits, where applicable. The results of equity sensitivity tests are non-linear. The main reason for this is due to equity options sold to clients that are embedded in some of these products and the more severe scenarios could cause accelerated DAC amortization and guaranteed minimum benefits provisioning, while moderate scenarios may not.

 

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Table of Contents
    Estimated Approximate Effect on
Net Income
 

Immediate Change of: (dollars in millions)

  2015     2014  

Equity Increase of 10%

    $ 1.9        $ (23.6)   

Equity Increase of 20%

    $ 3.4        $ (53.2)   

Equity Decrease of 10%

    $ 11.6        $     16.2    

Equity Decrease of 20%

    $ 9.5        $     27.4    

The selection of a 10% and 20% change in the equity markets should not be construed as a prediction of future market events, but rather as an illustration of the potential impact of such an event. The Company’s exposure can change as a result of changes in the Company’s mix of business. The change in equity increase shocks of 10% and 20% are driven by changes to the macro hedge program and reserve changes driven by higher net amount at risk that had a positive estimated impact on net income.

Liquidity Risk

Liquidity risk is inherent in much of the Company businesses. Each asset purchased and liability sold has liquidity characteristics that are unique. Some liabilities are surrenderable while some assets, such as private placements, mortgages loans and limited partnerships have low liquidity. If the Company requires significant amounts of cash on short notice in excess of normal cash requirements, the Company may have difficulty selling these investments at attractive prices, in a timely manner or both.

Underwriting Risk

The Company’s earnings depend significantly upon the extent to which actual claims experience is consistent with the assumptions used in setting the prices for products and establishing the technical liabilities and liabilities for claims. To the extent that actual claims experience is less favorable than the underlying assumptions used in establishing such liabilities, income would be reduced. Furthermore, if these higher claims were part of a permanent trend, the Company may be required to increase liabilities, which could reduce income. In addition, certain acquisition costs related to the sale of new policies and the purchase of policies already in force have been recorded as assets on the balance sheet and are being amortized into income over time. If the assumptions relating to the future profitability of these policies (such as future claims, investment income and expenses) are not realized, the amortization of these costs could be accelerated and may even require write offs due to unrecoverability. This could have a materially adverse effect on the Company’s business, results of operations and financial condition.

Sources of underwriting risk include policy lapses and policy claims such as mortality and expenses. In general, the Company is at risk if policy lapses increase as sometimes the Company is unable to fully recover up front expenses in selling a product despite the presence of commission recoveries or surrender charges and fees. Within variable annuity contracts with certain guarantee benefits, the Company is at risk if policy lapses decrease, as more contracts would remain in force until guaranteed payments are made. For mortality risk, the Company sells certain types of policies that are at risk if mortality increases, such as term life insurance or guaranteed minimum death benefits, and sells certain types of policies that are at risk if mortality decreases (longevity risk) such as certain annuity products. The Company is also at risk if expenses are higher than assumed by management.

The Company monitors and manages its underwriting risk by underwriting risk type. Attribution analysis is performed on earnings and reserve movements in order to understand the source of any material variation in actual results from what was expected. The Company’s units also perform experience studies for underwriting risk assumptions, comparing the Company’s experience to industry experience as well as combining the Company’s experience and industry experience based on the depth of the history of each source to the Company’s underwriting assumptions. The Company also has the ability to reduce expense levels over time, thus mitigating unfavorable expense variation.

Sensitivity analysis of net income to various underwriting risks is shown in the table that follows. The sensitivities represent an increase or decrease of mortality rates over 2015. Increases in mortality rates lead to an increase in the level of benefits and claims on most business. The impact on net income of sales transactions of investments required to meet the higher cash outflow from lapses or deaths are reflected in the sensitivities.

 

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Table of Contents
     Estimated Approximate Effect on
Net Income
 

Immediate Change of: (dollars in millions)

   2015      2014  

20% Increase in Lapse Rates

     $     (1.1)         $     (1.5)   

20% Decrease in Lapse Rates

     $     2.4          $     2.0    

10% Increase in Mortality Rates

     $     (3.6)         $       (4.7)   

10% Decrease in Mortality Rates

     $       5.0          $       5.1    

A shock in mortality rates will generally not lead to a change in the assumptions underlying the measurement of the insurance liabilities as management will recognize that the shock is temporary. Life insurers are also exposed to longevity risk.

Item 8. Financial Statements and Supplementary Data

The financials statements of Registrant are set forth in Part IV hereof and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

No information is required to be disclosed under this item.

Item 9A. Controls and Procedures

Evaluation of disclosure controls and procedures

The term “disclosure controls and procedures” (defined in the Securities Exchange Act of 1934 Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by TALIC in the reports that it files or submits under the Exchange Act is accumulated and communicated to TALIC’s management, including TALIC’s principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. TALIC’s management, with the participation of the President and Chief Financial Officer, has evaluated the effectiveness of TALIC’s disclosure controls and procedures as of December 31, 2015, the end of the period covered by this annual report (the “Evaluation Date”). Based on that evaluation, TALIC’s President and Chief Financial Officer have concluded that, as of the Evaluation Date, such disclosure controls and procedures were effective.

Management’s annual report on internal control over financial reporting

The term “internal control over financial reporting” (defined in Exchange Act Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

TALIC’s management, with the participation of the President and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. TALIC’s management, with the participation of the President and Chief Financial Officer, has conducted an evaluation of the effectiveness of TALIC’s internal control over financial reporting as of December 31, 2015 based on the criteria related to internal control over financial reporting described in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, TALIC’s management concluded that TALIC’s internal control over financial reporting was effective as of December 31, 2015.

This annual report does not include an attestation report of TALIC’s registered public accounting firm regarding internal control over financial reporting because TALIC is a non-accelerated filer.

 

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Table of Contents

Remediation of prior material weakness in internal control over financial reporting

TALIC’s management previously identified and disclosed a material weakness in internal control over financial reporting relating to ineffective controls surrounding the evaluation and review related to non-routine technical tax accounting matters, especially with regard to valuation allowances on deferred tax assets. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

TALIC’s management has completed remediation of the above material weakness. The remediation efforts implemented include the following:

 

   

Consistent execution of processes, procedures and controls over accounting for the deferred tax valuation allowance to provide oversight and evaluation of income tax matters prior to the issuance of the financial statements; and

   

Consistent execution of the controls to identify, research, evaluate and review the appropriate accounting related to non-routine technical tax accounting matters, especially with regard to valuation allowances on deferred tax assets.

Based upon the actions taken and the testing and evaluation of the effectiveness of the controls, TALIC’s management has concluded the material weakness in the Company’s controls over the review related to non-routine technical tax accounting matters no longer exists as of December 31, 2015. The status of the remediation was reviewed with the Audit Committee who was advised of the remediation efforts and the conclusion reached by TALIC’s management.

Changes in internal control over financial reporting

The remediation of the prior material weakness in internal control over financial reporting described above was a change in TALIC’s internal control over financial reporting as of the fiscal quarter ended December 31, 2015, that has materially affected, or is reasonably likely to materially affect, TALIC’s internal control over financial reporting.

Item 9B. Other Information

Not Applicable.

 

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Table of Contents

PART III

Information called for by items 10 through 13 of this part is omitted pursuant to General Instruction I. of Form 10-K.

Item 14. Principal Account Fees and Services

Fees Paid to the Registrant’s Independent Auditor

The aggregate fees for professional services rendered by Pricewaterhouse Coopers LLP (“PwC”) for the audit of TALIC’s Financial Statements in 2015 and 2014:

 

     2015     2014  

Audit (a)

  $     946,335      $     700,000   

Other than the audit fees reflected in the table above, TALIC did not pay PwC for any other services.

 

(a)

Audit fees consist of fees for the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to be able to form an opinion on TALIC’s financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit or quarterly review. They also include fees billed for other audit services, which are those services that only the external auditor reasonably can provide, and include statutory audits, comfort letters, services associated with SEC registration statements, periodic reports and other documents filed with the SEC.

Audit Committee Pre-approval Policies and Procedures

TALIC’s Audit Committee is responsible for, among other matters, the oversight of the external auditor. Consistent with SEC rules regarding auditor independence, the Audit Committee has adopted a policy regarding pre-approval of audit and permissible non-audit services provided by our independent auditors (the “Pre-approval Policy”).

Under the Pre-approval Policy, proposed services either:

 

(i)

may be pre-approved by the Audit Committee without consideration of specific case-by-case services (“general pre-approval”); or

 

(ii)

require the specific pre-approval of the Audit Committee (“specific pre-approval”). Appendices to the Pre-approval Policy (that are adopted each year) set out the audit, audit-related, tax, and other services that have received the general pre-approval of the Audit Committee. All other audit, audit-related, tax and other services must receive specific pre-approval from the Audit Committee.

During 2015, all services provided to TALIC by PwC were pre-approved by the Audit Committee in accordance with the Pre-approval policy.

 

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements and Exhibits

 

  (1)

The following financial statements of the Registrant are filed as part of this report

 

  a.

Independent Registered Public Accounting Firm Report dated April 14, 2016 (Pricewaterhouse Coopers L.L.P.).

 

  b.

Independent Registered Public Accounting Firm Report dated March 27, 2014 and April 15, 2015 (Ernst & Young L.L.P.).

 

  c.

Balance Sheets at December 31, 2015 and 2014.

 

  d.

Statements of Income for the Years Ended December 31, 2015, 2014 and 2013.

 

  e.

Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013.

 

  f.

Statements of Stockholder’s Equity for the Years Ended December 31, 2015, 2014 and 2013.

 

  g.

Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013.

 

  h.

Notes to Financial Statements for the Years Ended December 31, 2015, 2014 and 2013.

 

  (2)

Not applicable.

 

  (3)

The following exhibits are filed as part of this report:

 

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Table of Contents

    2.1

  Merrill Lynch Life Insurance Company Board of Directors Resolution in Connection with the Merger between Merrill Lynch Life Insurance Company and Tandem Insurance Group, Inc. (Incorporated by reference to Exhibit 2.1, filed September 5, 1991, as part of Post-Effective Amendment No. 4 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    2.2

 

Plan and Agreement of Merger between Merrill Lynch Life Insurance Company and Tandem Insurance Group, Inc. (Incorporated by reference to Exhibit 2.1a, filed September 5, 1991, as part of Post-Effective Amendment No. 4 to the

Registrant’s registration statement on Form S-1, File No. 33-26322.)

    3.1

  Articles of Amendment, Restatement and Redomestication of the Articles of Incorporation of Merrill Lynch Life Insurance Company. (Incorporated by reference to Exhibit 6(a) to Post-Effective Amendment No. 10 to Merrill Lynch Life Variable Annuity Separate Account A’s registration statement on Form N-4, File No. 33-43773, filed December 10, 1996.)

    3.2

  Articles of Amendment of the Articles of Incorporation of Merrill Lynch Life Insurance Company. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-34192, 333-133223, and 333-133225, filed August 12, 2010.)

    3.3

  Amended By-Laws of Transamerica Advisors Life Insurance Company. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-34192, 333-133223, and 333-133225, filed August 12, 2010.)

    4.1

  Group Modified Guaranteed Annuity Contract, ML-AY-361. (Incorporated by reference to Exhibit 4.1, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.2

  Individual Certificate, ML-AY-362. (Incorporated by reference to Exhibit 4.2, filed February 23, 1989, as part of Pre- Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.2a

  Individual Certificate, ML-AY-362 KS. (Incorporated by reference to Exhibit 4.2a, filed March 9, 1990, as part of Post- Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.2b

  Individual Certificate, ML-AY-378. (Incorporated by reference to Exhibit 4.2b, filed March 9, 1990, as part of Post- Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.2c

  Modified Guaranteed Annuity Contract. (Incorporated by reference to Exhibit 4(a), filed August 18, 1997, as part of the Registrant’s registration statement on Form S-3, File No. 333-33863.)

    4.3

  Individual Tax-Sheltered Annuity Certificate, ML-AY-372. (Incorporated by reference to Exhibit 4.3, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.3a

  Individual Tax-Sheltered Annuity Certificate, ML-AY-372 KS. (Incorporated by reference to Exhibit 4.3a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.4

  Qualified Retirement Plan Certificate, ML-AY-373. (Incorporated by reference to Exhibit 4.4 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

 

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    4.4a

 

Qualified Retirement Plan Certificate, ML-AY-373 KS. (Incorporated by reference to Exhibit 4.4a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.5

 

Individual Retirement Annuity Certificate, ML-AY-374. (Incorporated by reference to Exhibit 4.5 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.5a

 

Individual Retirement Annuity Certificate, ML-AY-374 KS. (Incorporated by reference to Exhibit 4.5a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.5b

 

Individual Retirement Annuity Certificate, ML-AY-375 KS. (Incorporated by reference to Exhibit 4.5b, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.5c

 

Individual Retirement Annuity Certificate, ML-AY-379. (Incorporated by reference to Exhibit 4.5c, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.6

 

Individual Retirement Account Certificate, ML-AY-375. (Incorporated by reference to Exhibit 4.6, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.6a

 

Individual Retirement Account Certificate, ML-AY-380. (Incorporated by reference to Exhibit 4.6a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.7

 

Section 457 Deferred Compensation Plan Certificate, ML-AY-376. (Incorporated by reference to Exhibit 4.7 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.7a

 

Section 457 Deferred Compensation Plan Certificate, ML-AY-376 KS. (Incorporated by reference to Exhibit 4.7a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.8

 

Tax-Sheltered Annuity Endorsement, ML-AY-366. (Incorporated by reference to Exhibit 4.8 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.8a

 

Tax-Sheltered Annuity Endorsement, ML-AY-366 190. (Incorporated by reference to Exhibit 4.8a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.8b

 

Tax-Sheltered Annuity Endorsement, ML-AY-366 1096. (Incorporated by reference to Exhibit 4(h)(3), filed March 27, 1997, as part of Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form S-1, File No. 33-58303.)

    4.9

 

Qualified Retirement Plan Endorsement, ML-AY-364. (Incorporated by reference to Exhibit 4.9 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.10

  Individual Retirement Annuity Endorsement, ML-AY-368. (Incorporated by reference to Exhibit 4.10 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

 

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    4.10a

 

Individual Retirement Annuity Endorsement, ML-AY-368 190. (Incorporated by reference to Exhibit 4.10a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.10b

 

Individual Retirement Annuity Endorsement, ML009. (Incorporated by reference to Exhibit 4(j)(3) to Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-60290, filed March 31, 1994.)

    4.10c

 

Individual Retirement Annuity Endorsement. (Incorporated by reference to Exhibit 4(b) to Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-3, File No. 333-33863, filed October 31, 1997.)

    4.11

 

Individual Retirement Account Endorsement, ML-AY-365. (Incorporated by reference to Exhibit 4.11 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.11a

 

Individual Retirement Account Endorsement, ML- AY-365 190. (Incorporated by reference to Exhibit 4.11a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File

No. 33-26322.)

    4.12

 

Section 457 Deferred Compensation Plan Endorsement, ML-AY-367. (Incorporated by reference to Exhibit 4.12 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.12a

 

Section 457 Deferred Compensation Plan Endorsement, ML-AY-367 190. (Incorporated by reference to Exhibit 4.12a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.13

 

Qualified Plan Endorsement, ML-AY-369. (Incorporated by reference to Exhibit 4.13 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.13a

 

Qualified Plan Endorsement, ML-AY-448. (Incorporated by reference to Exhibit 4.13a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    4.13b

 

Qualified Plan Endorsement. (Incorporated by reference to Exhibit 4(c), filed October 31, 1997, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-3, File No. 333-33863.)

    4.14

 

Application for Group Modified Guaranteed Annuity Contract. (Incorporated by reference to Exhibit 4.14 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.15

 

Annuity Application for Individual Certificate Under Modified Guaranteed Annuity Contract. (Incorporated by reference to Exhibit 4.15 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    4.15a

 

Application for Modified Guaranteed Annuity Contract. (Incorporated by reference to Exhibit 4(d), filed August 18, 1997, as part of the Registrant’s registration statement on Form S-3, File No. 333-33863.)

 

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    4.17

 

Group Modified Guaranteed Annuity Contract, ML-AY-361/94. (Incorporated by reference to Exhibit 4(a)(2), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.18

 

Individual Certificate, ML-AY-362/94. (Incorporated by reference to Exhibit 4(b)(4), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.19

 

Individual Tax-Sheltered Annuity Certificate, ML-AY-372/94. (Incorporated by reference to Exhibit 4(c)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.20

 

Qualified Retirement Plan Certificate, ML-AY-373/94. (Incorporated by reference to Exhibit 4(d)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.21

 

Individual Retirement Annuity Certificate, ML-AY-374/94. (Incorporated by reference to Exhibit 4(e)(5), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.22

 

Individual Retirement Account Certificate, ML-AY-375/94. (Incorporated by reference to Exhibit 4(f)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.23

 

Section 457 Deferred Compensation Plan Certificate, ML-AY-376/94. (Incorporated by reference to Exhibit 4(g)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.24

 

Qualified Plan Endorsement, ML-AY-448/94. (Incorporated by reference to Exhibit 4(m)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.)

    4.25

 

Form of Group Fixed Contingent Annuity Contract. (Incorporated by reference to Exhibit 4(i) to the Registrant’s Registration Statement on Form S-3, File No 333-177282, filed October 13, 2011.)

    4.26

 

Form of Group Fixed Contingent Annuity Certificate. (Incorporated by reference to Exhibit 4(ii) to the Registrant’s Registration Statement on Form S-3, File No 333-177282, filed October 13, 2011.)

    10.1

 

Management Services Agreement between Family Life Insurance Company and Merrill Lynch Life Insurance Company. (Incorporated by reference to Exhibit 10.1 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.)

    10.2

 

General Agency Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life Agency, Inc. (Incorporated by reference to Exhibit 10.2, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    10.3

 

Service Agreement among Merrill Lynch Insurance Group, Inc., Family Life Insurance Company and Merrill Lynch Life Insurance Company. (Incorporated by reference to Exhibit 10.3, filed March 13, 1991, as part of Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    10.3a

 

Amendment to Service Agreement among Merrill Lynch Insurance Group, Inc., Family Life Insurance Company and Merrill Lynch Life Insurance Company. (Incorporated by reference to Exhibit 10(c)(2) to Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-60290, filed March 31, 1994.)

 

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    10.4

 

Indemnity Reinsurance Agreement between Merrill Lynch Life Insurance Company and Family Life Insurance Company. (Incorporated by reference to Exhibit 10.4, filed March 13, 1991, as part of Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    10.5

 

Assumption Reinsurance Agreement between Merrill Lynch Life Insurance Company, Tandem Insurance Group, Inc. and Royal Tandem Life Insurance Company and Family Life Insurance Company. (Incorporated by reference to Exhibit 10.6, filed April 24, 1991, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    10.6

 

Amended General Agency Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life Agency, Inc. (Incorporated by reference to Exhibit 10(g) to the Registrant’s registration statement on Form S-1, File No. 33-46827, filed March 30,1992.)

    10.7

 

Indemnity Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life Agency, Inc. (Incorporated by reference to Exhibit 10(h) to the Registrant’s registration statement on Form S-1, File No. 33-46827, filed March 30, 1992.)

    10.8

 

Management Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Asset Management, Inc. (Incorporated by reference to Exhibit 10(i) to the Registrant’s registration statement on Form S-1, File No. 33-46827, filed March 30, 1992.)

    10.9

 

Amendment No. 1 to Indemnity Reinsurance Agreement between Family Life Insurance Company and Merrill Lynch Life Insurance Company. (Incorporated by reference to Exhibit 10.5, filed April 24, 1991, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-26322.)

    10.10

 

Insurance Administrative Services Agreement between Merrill Lynch Life Insurance Company and Liberty Insurance Services Corporation. (Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, filed March 30, 2005.)

    10.11

 

Master Distribution Agreement between Merrill Lynch Insurance Group, Inc., Merrill Lynch & Co., Inc., and AEGON USA, Inc. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, File No. 33-26322, filed January 4, 2008.)

    10.12

 

Wholesaling Agreement between Merrill Lynch Life Insurance Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Transamerica Capital. (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 27, 2008.)

    10.13

 

Selling Agreement between Merrill Lynch Life Insurance Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch Life Agency, Inc. (Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 27, 2008.)

 

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  10.14

 

Purchase Agreement between Merrill Lynch Insurance Group, Inc., Merrill Lynch & Co., Inc., and AEGON USA, Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, File No. 33-26322, filed August 17, 2007.)

  10.15

 

First Amendment to Purchase Agreement between Merrill Lynch Insurance Group, Inc., Merrill Lynch & Co., Inc., and AEGON USA, Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, File No. 33-26322, filed January 4, 2008.)

  10.16

 

Principal Underwriting Agreement between Transamerica Capital, Inc. and Merrill Lynch Life Insurance Company (Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 26, 2009.)

  10.17

 

Amended and Restated Principal Underwriting Agreement between Transamerica Capital, Inc. and Transamerica Advisors Life Insurance Company. (Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 25, 2011.)

  10.18

 

Investment Management Services Agreement among Transamerica Asset Management, Inc., Transamerica Advisors Life Insurance Company and Transamerica Advisors Life Insurance Company of New York. (Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 25, 2011.)

  10.19

 

Principal Underwriting Agreement by and between Transamerica Capital, Inc. and Transamerica Advisors Life Insurance Company. (Incorporated by reference to Exhibit 1 to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form S-3, File No. 333-177282, filed December 15, 2011.)

  10.20

 

Administrative Services Agreement between ARIA Retirement Solutions, LLC and Transamerica Advisors Life Insurance Company. (Incorporated by reference to Exhibit 10 to Registrant’s Registration Statement on Form S-3, File No. 333-177282, filed October 13, 2011.)

  23.1

 

Written consent of PricewaterhouseCoopers, LLP, independent registered public accounting firm, is filed herewith.

  23.2

 

Written consent of Ernst & Young, LLP, independent registered public accounting firm, is filed herewith.

  24.1

 

Powers of Attorney for Blake S. Bostwick, Michiel van Katwijk, Mark W. Mullin, Katherine A. Schulze, Jay Orlandi and David Schulz are filed herewith.

  31.1

 

Certification by the Chief Executive Officer of the Registrant pursuant to Rule 15d-14(a), is filed herewith.

  31.2

 

Certification by the Chief Financial Officer of the Registrant pursuant to Rule 15d- 14(a), is filed herewith.

  32.1

 

Certification by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is filed herewith.

  32.2

 

Certification by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is filed herewith.

101.INS

  XBRL Instance Document, is filed herewith.

101.SCH

  XBRL Taxonomy Extension Schema, is filed herewith.

101.CAL

  XBRL Taxonomy Extension Calculation Linkbase, is filed herewith.

101.DEF

  XBRL Taxonomy Definition Linkbase, is filed herewith.

101.LAB

  XBRL Taxonomy Extension Label Linkbase, is filed herewith.

101.PRE

  XBRL Taxonomy Extension Presentation Linkbase, is filed herewith.

 

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Management Report on Internal Control over Financial Reporting

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting for TALIC to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of internal control over financial reporting effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Management assessed our internal control over financial reporting as of December 31, 2015, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on the assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

 

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INDEX TO FINANCIAL STATEMENTS

 

Independent Registered Public Accounting Firm Reports

   48

Balance Sheets at December 31, 2015 and 2014

   50

Statements of Income for the Years Ended December 31, 2015, 2014 and 2013

   52

Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013

   53

Statements of Stockholder’s Equity for the Years Ended December 31, 2015, 2014 and 2013

   54

Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013

   55

Notes to Financial Statements for the Years Ended December 31, 2015, 2014 and 2013

   57

 

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[PricewaterhouseCoopers LLP]

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder

Transamerica Advisors Life Insurance Company

In our opinion, the accompanying balance sheets and the related statements of income, comprehensive income, stockholder’s equity and cash flows present fairly, in all material respects, the financial position of Transamerica Advisors Life Insurance Company at December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

April 14, 2016

 

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[Ernst & Young, LLP]

Report of Independent Registered Public Accounting Firm

The Board of Directors

Transamerica Advisors Life Insurance Company

We have audited the accompanying statement of income, comprehensive income, stockholder’s equity and cash flows of Transamerica Advisors Life Insurance Company for the year ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, Transamerica Advisors Life Insurance Company results of operations and cash flows for the year ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young, LLP

Des Moines, Iowa

March 27, 2014, except for the impact of a previously described income tax restatement with respect to which the date is April 15, 2015

 

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TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

BALANCE SHEETS

 

    December 31,  

(dollars in thousands, except share data)

  2015     2014  

ASSETS

   

Investments

   

Fixed maturity available-for-sale securities, at estimated fair value (amortized cost:
2015 - $1,570,693; 2014 - $1,705,721)

  $ 1,665,337      $ 1,867,913   

Equity available-for-sale securities, at estimated fair value (cost: 2015 - $33,777;
2014 - $33,928)

    34,667        35,958   

Limited partnerships

    63,489        64,518   

Mortgage loans on real estate

    92,914        66,667   

Policy loans

    661,466        681,071   

Derivative assets

    10,893        1,055   
 

 

 

   

 

 

 

Total investments

    2,528,766        2,717,182   
 

 

 

   

 

 

 

Cash and cash equivalents

    236,482        235,034   

Accrued investment income

    34,481        37,648   

Deferred policy acquisition costs

    37,500        41,127   

Deferred sales inducements

    8,517        9,351   

Value of business acquired

    259,493        268,079   

Goodwill

    2,800        2,800   

Income tax asset

    1,512        1,061   

Reinsurance receivables - net

    68        -       

Affiliated short-term note receivable

    25,000        -       

Receivable for investments sold - net

    777        807   

Other assets

    28,448        25,044   

Recoverable of ceded GMIB embedded derivatives, at fair value

    61,426        60,573   

Separate Accounts assets

    5,940,665        6,771,369   
 

 

 

   

 

 

 

Total Assets

    $   9,165,935        $   10,170,075   
 

 

 

   

 

 

 

 

 

 

 

See Notes to Financial Statements

 

50


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TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

BALANCE SHEETS - Continued

 

       December 31,  

(dollars in thousands, except share data)

     2015     2014  

LIABILITIES AND STOCKHOLDER’S EQUITY

        

Liabilities

        

Policyholder liabilities and accruals

        

Policyholder account balances

         $ 1,154,871        $ 1,207,763   

Future policy benefits

         518,911        485,832   

Claims and claims settlement expenses

         32,410        28,939   
      

 

 

   

 

 

 

Total policyholder liabilities and accruals

         1,706,192        1,722,534   
      

 

 

   

 

 

 

Payables for collateral under securities loaned,reverse repurchase agreements and derivatives

         194,537        265,880   

Checks not yet presented for payment

         9,918        13,576   

Derivative liabilities

         13,075        18,744   

Income tax liability

         2,086        6,170   

Affiliated payables - net

         2,875        5,491   

Reinsurance payables - net

         -            49   

Other liabilities

         5,086        4,260   

Separate Accounts liabilities

         5,940,665        6,771,369   
      

 

 

   

 

 

 

Total Liabilities

         7,874,434        8,808,073   
      

 

 

   

 

 

 

Stockholder’s Equity

        

Common stock ($10 par value; authorized 1,000,000 shares;issued and outstanding: 250,000 shares)

         2,500        2,500   

Additional paid-in capital

         1,514,157        1,545,665   

Accumulated other comprehensive income, net of taxes

         56,591        109,242   

Retained deficit

         (281,747     (295,405
      

 

 

   

 

 

 

Total Stockholder’s Equity

         1,291,501        1,362,002   
      

 

 

   

 

 

 

Total Liabilities and Stockholder’s Equity

         $   9,165,935        $   10,170,075   
      

 

 

   

 

 

 

 

 

 

 

See Notes to Financial Statements

 

51


Table of Contents

TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

STATEMENTS OF INCOME

 

       For the Years Ended December 31,  

(dollars in thousands)

     2015     2014     2013  

Revenues

        

Policy charge revenue

       $   166,746        $   177,913        $   177,037   

Net investment income

       112,184        116,938        121,133   

Net realized investment gains (losses)

        

Other-than-temporary impairment losses on securities

       -            -            (387

Portion of other-than-temporary impairments previously recognized in other comprehensive income

       (1,873     (104     (321
    

 

 

   

 

 

   

 

 

 

Net other-than-temporary impairment losses on securities recognized in income

       (1,873     (104     (708

Net realized investment gains (losses), excluding other-than-temporary impairment losses on securities

       3,563        2,732        (3,787
    

 

 

   

 

 

   

 

 

 

Net realized investment gains (losses)

       1,690        2,628        (4,495
    

 

 

   

 

 

   

 

 

 

Net derivative losses

       (37,457     (76,153     (259,900
    

 

 

   

 

 

   

 

 

 

Total Revenues

       243,163        221,326        33,775   
    

 

 

   

 

 

   

 

 

 

Benefits and Expenses

        

Interest credited to policyholder liabilities

       54,914        54,599        56,342   

Policy benefits (net of reinsurance recoveries:
2015 - $2,321; 2014 - $4,403; 2013 - $10,562 )

       105,246        77,877        46,872   

Amortization (accretion) of deferred policy acquisition costs

       3,783        (6,068     12,941   

Amortization of value of business acquired

       22,364        10,840        4,770   

Insurance expenses and taxes

       47,916        45,121        50,786   
    

 

 

   

 

 

   

 

 

 

Total Benefits and Expenses

       234,223        182,369        171,711   
    

 

 

   

 

 

   

 

 

 

Income (Loss) Before Taxes

       8,940        38,957        (137,936
    

 

 

   

 

 

   

 

 

 

Income Tax Expense (Benefit)

       (4,718     5,424        76,366   
    

 

 

   

 

 

   

 

 

 

Net Income (Loss)

       $ 13,658        $ 33,533        $ (214,302
    

 

 

   

 

 

   

 

 

 

 

 

 

 

See Notes to Financial Statements

 

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Table of Contents

TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

STATEMENTS OF COMPREHENSIVE INCOME

 

       For the Years Ended December 31,  

(dollars in thousands)

     2015     2014     2013  

Net Income (Loss)

       $ 13,658        $ 33,533        $    (214,302
    

 

 

   

 

 

   

 

 

 

Other Comprehensive Income (Loss)

        

Net unrealized gains (losses) on available-for-sale securities

        

Net unrealized holding gains (losses) arising during the period

       (69,336     72,391        (101,760

Reclassification adjustment for (gains) losses included in net income (loss)

       (484     281        (23,204
    

 

 

   

 

 

   

 

 

 
       (69,820     72,672        (124,964
    

 

 

   

 

 

   

 

 

 

Net unrealized gains (losses) on cash flow hedges

        

Net unrealized gains (losses) on cash flow hedges arising during the period

       1,807        (278     1,756   

Reclassification adjustment for losses included in net income (loss)

       99        761        57   
    

 

 

   

 

 

   

 

 

 
       1,906        483        1,813   
    

 

 

   

 

 

   

 

 

 

Net unrealized other-than-temporary impairments on securities

        

Change in previously recognized unrealized other-than-temporary impairments

       (741     2,805        588   

Reclassification adjustment for other-than-temporary impairments included in net income (loss)

       1,873        104        356   
    

 

 

   

 

 

   

 

 

 
       1,132        2,909        944   
    

 

 

   

 

 

   

 

 

 

Adjustments

        

Policyholder liabilities

       -            -            12,912   

Value of business acquired

       14,131        (6,525     20,392   

Deferred income taxes

       -            -            31,896   
    

 

 

   

 

 

   

 

 

 
       14,131        (6,525     65,200   
    

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net of taxes

       (52,651     69,539        (57,007
    

 

 

   

 

 

   

 

 

 

Comprehensive Income (Loss)

       $ (38,993     $   103,072        $   (271,309
    

 

 

   

 

 

   

 

 

 

 

 

 

 

See Notes to Financial Statements

 

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TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

STATEMENTS OF STOCKHOLDER’S EQUITY

 

     For the Years Ended December 31,  

(dollars in thousands)

   2015     2014     2013  

Common Stock

     $ 2,500        $ 2,500        $ 2,500   

Additional Paid-in Capital

      

Balance at beginning of period

     $ 1,545,665        $ 1,366,636        $ 1,366,636   

Capital contributions from AEGON USA, LLC

     68,492        179,029        -       

Return of capital to AEGON USA, LLC

     (100,000     -            -       
  

 

 

   

 

 

   

 

 

 

Balance at end of period

     $ 1,514,157        $ 1,545,665        $ 1,366,636   
  

 

 

   

 

 

   

 

 

 

Accumulated Other Comprehensive Income

      

Balance at beginning of year

     $ 109,242        $ 39,703        $ 96,710   

Total other comprehensive income (loss), net of taxes

     (52,651     69,539        (57,007
  

 

 

   

 

 

   

 

 

 

Balance at end of year

     $ 56,591        $ 109,242        $ 39,703   
  

 

 

   

 

 

   

 

 

 

Retained Deficit

      

Balance at beginning of year

     $ (295,405     $ (228,938     $ (14,636

Net income (loss)

     13,658        33,533        (214,302

Cash dividend paid to AEGON USA, LLC

     -            (100,000     -       
  

 

 

   

 

 

   

 

 

 

Balance at end of year

     $ (281,747     $ (295,405     $ (228,938
  

 

 

   

 

 

   

 

 

 

Total Stockholder’s Equity

     $     1,291,501        $     1,362,002        $     1,179,901   
  

 

 

   

 

 

   

 

 

 

 

 

 

 

 

See Notes to Financial Statements

 

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TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

STATEMENTS OF CASH FLOWS

 

     For the Years Ended December 31,  

(dollars in thousands)

   2015     2014     2013  

CASH FLOWS FROM OPERATING ACTIVITIES

      

Net income (loss)

   $ 13,658      $ 33,533      $ (214,302

Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by operating activities:

      

Change in deferred policy acquisition costs

     3,627        (6,258     12,519   

Change in deferred sales inducements

     834        (1,807     2,460   

Change in value of business acquired

     22,364        10,840        4,770   

Change in benefit reserves, net of change in ceded reinsurance recoverable

     43,176        14,221        (20,714

Change in income tax asset and liability, net

     (4,535     6,143        84,720   

Change in claims and claims settlement expenses

     3,471        651        (12,050

Change in other operating assets and liabilities, net

     (2,124     4,269        (4,165

Change in checks not yet presented for payment

     (3,658     5,496        1,539   

Amortization of investments

     3,046        1,836        2,697   

Interest credited to policyholder liabilities

     54,914        54,599        56,342   

Net derivative losses

     37,457        76,153        259,900   

Net realized investment (gains) losses

     (1,690     (2,628     4,495   
  

 

 

   

 

 

   

 

 

 

Net cash and cash equivalents provided by operating activities

     170,540        197,048        178,211   
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

      

Sales of available-for-sale securities and mortgage loans

     231,374        108,086        759,249   

Maturities of available-for-sale securities and mortgage loans

     351,597        273,144        285,378   

Purchases of available-for-sale securities and mortgage loans

     (475,044     (476,897     (917,337

Sales of limited partnerships

     252        962        1,351   

Purchases of limited partnerships

     -            (60,000     -       

Change in affiliated short-term note receivable

     (25,000     -            -       

Cash received in connection with derivatives

     76,494        18,828        76,288   

Cash paid in connection with derivatives

     (135,918     (119,059     (303,826

Policy loans on insurance contracts, net

     19,606        29,015        42,350   

Net settlement on futures contracts

     (3,030     (7,819     8,052   

Other

     778        (436     153   
  

 

 

   

 

 

   

 

 

 

Net cash and cash equivalents provided by (used in) investing activities

   $ 41,109      $ (234,176   $ (48,342)   
  

 

 

   

 

 

   

 

 

 

 

 

 

 

See Notes to Financial Statements

 

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Table of Contents

TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

STATEMENTS OF CASH FLOWS - Continued

 

     For the Years Ended December 31,  

(dollars in thousands)

   2015     2014     2013  

CASH FLOWS FROM FINANCING ACTIVITIES

      

Policyholder deposits

     $ 15,578        $ 14,734        $ 26,595   

Policyholder withdrawals

     (134,335     (128,712     (175,979

Capital contributions from AEGON USA, LLC

     68,492        179,029        -       

Return of capital to AEGON USA, LLC

     (100,000     -            -       

Change in payables for collateral under securities loaned, reverse repurchase agreements and derivatives

     (59,936     5,374        17,856   

Dividend cash paid to AEGON USA, LLC

     -            (100,000     -       
  

 

 

   

 

 

   

 

 

 

Net cash and cash equivalents used in financing activities

     (210,201     (29,575     (131,528
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents (a)

     1,448        (66,703     (1,659

Cash and cash equivalents, beginning of year

     235,034        301,737        303,396   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of year

     $     236,482        $     235,034        $     301,737   
  

 

 

   

 

 

   

 

 

 

 

(a)

Included in net increase (decrease) in cash and cash equivalents is interest paid (2015 - $15; 2014 - $5; 2013 - $ 4); and income taxes paid ( 2015 - $0; 2014 - $0; 2013 - $136)

 

 

 

 

 

See Notes to Financial Statement

 

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TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY

(A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION)

NOTES TO FINANCIAL STATEMENTS

(Dollars in Thousands)

 

 

Note 1. Summary of Significant Accounting Policies

 

Basis of Presentation

Transamerica Advisors Life Insurance Company (“TALIC” or the “Company”) is a wholly owned subsidiary of Transamerica Corporation which is an indirect wholly owned subsidiary of AEGON N.V., a limited liability share company organized under Dutch law. The Company was formerly a wholly owned subsidiary of AEGON USA, LLC which merged into Transamerica Corporation effective December 31, 2015. AEGON N.V. and its subsidiaries and joint ventures have life insurance and pension operations in over twenty countries in Europe, the Americas, and Asia and are also active in savings and investment operations, accident and health insurance, general insurance and limited banking operations in a number of these countries.

The Company is a life insurance company, who conducts its business primarily in the annuity markets and to a lesser extent in the life insurance markets of the financial services industry. The Company is domiciled in the State of Arkansas and is currently licensed to sell insurance and annuities in forty-nine states, the District of Columbia, the U.S. Virgin Islands and Guam. Currently, the Company is not issuing new life insurance, variable annuity and market value adjusted annuity products. In 2012, the Company began selling a fixed contingent annuity (also sometimes referred to as a contingent deferred annuity (“CDA”)) that includes a stand-alone living benefit (“SALB”). A SALB is essentially a guaranteed lifetime withdrawal benefit which exists independently and is applied to mutual funds and exchange traded funds. As of November 22, 2015, the Company no longer issues CDAs to new investors. Existing certificate owners of the CDA will not be affected and may continue to make subsequent contributions, as permitted by the terms of the CDA.

Basis of Reporting

The accompanying financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). The Company also submits financial statements to insurance industry regulatory authorities, which are prepared on the basis of statutory accounting principles (“SAP”). The significant accounting policies and related judgments underlying the accompanying financial statements are summarized below.

Income before taxes and net income for the year ended December 31, 2015 reflects a net increase of $3,400 reflecting prior period errors corrected during the year. These include three items that relate to the Company’s model validation initiatives: 1) a $3,700 correction relating to incorrect fee assumptions for revenue sharing, investment management, and fund facilitation fees for variable deferred annuity separate account funds reserve models; 2) a $300 correction relating to variable deferred annuity liabilities specifically implementation issues with Guaranteed Life Withdraw Benefits (“GLWB”) assumptions and incorrect inputs of a GLWB ratchet feature; and 3) an ($800) correction of an error identified in the implementation of the guaranteed minimum death benefit (“GMDB”) lapse assumption which applies to policies without Living Benefit Rider. In addition, a $200 correction was made to ceded reserves for the incorrect assumption that all treaties were monthly renewable term (MRT) when some treaties were actually yearly renewable term (YRT). Management has evaluated the errors and related corrections and concluded they were not material to any previously reported quarterly or annual financial statements or to the current year.

Certain corrections have been made to prior period financial statements. In the Statements of Other Comprehensive Income, unrealized losses of $5,818 and $1,888 for the year ended December 31, 2014 and 2013, respectively, were reclassified from “Change in previously recognized unrealized other-than-temporary impairments” to “Net unrealized holding gains arising during the period”. On the Statements of Income, “Reinsurance premium ceded” of $5,384 and $8,559 for the years ended December 31, 2014 and 2013, respectively, have been reclassified to “Policy charge revenue”. In the Balance Sheets, Income taxes, net has been reclassified into new financial statement line items titled “Income tax asset” and “Income tax liability” for $1,061 and $6,170, respectively, at December 31, 2014. In the Balance Sheets, reinsurance on guaranteed minimum income benefit riders (“GMIB reinsurance”), has been reclassified from “Future policy benefits” into a new financial statement line items titled “Recoverable of ceded GMIB embedded derivatives, at fair value” for $60,573, at December 31, 2014. There was no effect on net income, total other comprehensive income or stockholder’s equity of the prior period. Management has evaluated the errors and related corrections and concluded that they were not material to any previously reported quarterly or annual financial statements.

 

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Table of Contents

Accounting Estimates and Assumptions

The preparation of financial statements in conformity to GAAP requires management to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. Those estimates are inherently subject to change and actual results could differ from those estimates. Included among the material (or potentially material) reported amounts and disclosures that require extensive use of estimates are: fair value of certain invested assets, asset valuation allowances, deferred policy acquisition costs, deferred sales inducements, value of business acquired, goodwill, policyholder liabilities, income taxes, and potential effects of unresolved litigated matters.

Investments

Fixed maturity and equity securities

The Company’s investments consist principally of fixed maturity and equity securities that are classified as available-for-sale (“AFS”) which are reported at estimated fair value. The fair values of fixed maturity and equity securities are determined by management after taking into consideration several sources of data. When available, the Company uses quoted market prices in active markets to determine the fair value of its investments. The Company’s valuation policy utilizes a pricing hierarchy that dictates that publicly available prices are initially sought from indices and third-party pricing services. In the event that pricing is not available from these sources, those securities are submitted to brokers to obtain quotes. If broker quotes are not available, securities are priced using internal cash flow modeling techniques. These valuation methodologies commonly use reported trades, bids, offers, issuer spreads, benchmark yields, estimated prepayment speeds, and/or estimated cash flows.

To understand the valuation methodologies used by third-party pricing services, the Company reviews and monitors their applicable methodology documents. Any changes to their methodologies are noted and reviewed for reasonableness. In addition, the Company performs periodic in-depth reviews of prices received from third-party pricing services. The objective for such reviews is to demonstrate that the Company can corroborate detailed information such as assumptions, inputs and methodologies used in pricing individual securities against documented pricing methodologies. Only third-party pricing services and brokers with a substantial presence in the market and with appropriate experience and expertise are used.

Each month, the Company performs an analysis of the information obtained from third-party services and brokers to ensure that the information is reasonable and produces a reasonable estimate of fair value. The Company considers both qualitative and quantitative factors as part of this analysis, including but not limited to, recent transactional activity for similar fixed maturities, review of pricing statistics and trends, and consideration of recent relevant market events. Other controls and procedures over pricing received from indices, third-party pricing services, or brokers include validation checks such as exception reports that highlight significant price changes, stale prices or un-priced securities. Additionally, the Company performs back testing on a sample basis. Back testing involves selecting a sample of securities trades and comparing the prices in those transactions to prices used for financial reporting. Significant variances between the price used for financial reporting and the transaction price are investigated to explain the cause of the difference.

The Company’s portfolio of private placement securities is valued using a matrix pricing methodology. The pricing methodology is obtained from a third party service and indicates current spreads for securities based on weighted average life, credit rating and industry sector. Monthly, the Company reviews the matrix to ensure the spreads are reasonable by comparing them to observed spreads for similar securities traded in the market. In order to account for the illiquid nature of these securities, illiquidity premiums are included in the valuation and are determined based upon the pricing of recent transactions in the private placement market, as well as by comparing the value of the privately offered security to a similar public security. The impact of the illiquidity premium to the overall valuation was 2% of the fair value at December 31, 2015 and 2014, respectively.

For fixed maturity securities, premiums are amortized to the earlier of the call or maturity date, discounts are accreted to the maturity date, and interest income is accrued daily. For equity securities, dividends are recognized on the ex-dividend date. Investment transactions are recorded on the trade date. Realized gains and losses on the sale or maturity of investments are determined on the basis of specific identification.

 

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Changes in the fair value of fixed maturity and equity securities deemed to be AFS securities are reported as a component of accumulated other comprehensive income (loss), net of taxes on the Balance Sheets and are not reflected in the Statements of Income until a sale transaction occurs or when credit-related declines in estimated fair value are deemed other-than-temporary.

Other-than-temporary impairments (“OTTI”)

The Company regularly reviews each investment in its fixed maturity and equity AFS securities portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of investments. Management makes this determination through a series of discussions with the Company’s portfolio managers and credit analysts, and review of information obtained from external sources (i.e., company announcements, ratings agency announcements, or news wire releases). For fixed maturity AFS securities, the Company also considers whether it is more likely than not that it will be required to sell the debt security before its anticipated recovery. The factors that may give rise to a potential OTTI include, but are not limited to, 1) certain credit-related events such as default of principal or interest payments by the issuer, 2) bankruptcy of issuer, 3) certain security restructurings, and iv) fair market value less than cost or amortized cost for an extended period of time. In the absence of a readily ascertainable market value, the estimated fair value on these securities represents management’s best estimate and is based on comparable securities and other assumptions as appropriate. Management bases this determination on the most recent information available. For equity securities, once management determines a decline in the value of an AFS security is other-than-temporary, the cost basis of the equity security is reduced to its fair value, with a corresponding charge to earnings.

For fixed maturity AFS securities, an OTTI must be recognized in earnings when an entity either 1) has the intent to sell the debt security or 2) is more likely than not to be required to sell the debt security before its anticipated recovery. If the Company meets either of these criteria, the OTTI is recognized in earnings in an amount equal to the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. For fixed maturity AFS securities in unrealized loss positions that do not meet these criteria, the Company must analyze its ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows. If the net present value is less than the amortized cost of the investment, an OTTI is recorded. The OTTI is separated into two pieces: an amount representing the credit loss, where the present value of cash flows expected to be collected is less than the amortized cost basis of the security, and an amount related to all other factors (referred to as the non credit portion). The credit loss is recognized in earnings and the non credit loss is recognized in other comprehensive income (“OCI”), net of applicable taxes and value of business acquired. Management records subsequent changes in the estimated fair value (positive and negative) of fixed maturity AFS securities for which non credit OTTI was previously recognized in OCI in OCI-OTTI.

Limited partnerships

At December 31, 2015 and 2014, the Company had investments in two limited partnerships that were not publicly traded. Both partnerships are carried at estimated fair value determined for which one is derived from management’s review of the underlying financial statements that were prepared on a GAAP basis and the other from which management is able to determine that observable market inputs have been used. The valuation utilizing the underlying financial statements is on a one quarter lag.

Mortgage Loans on Real Estate

Mortgage loans on real estate are carried at unpaid principal balances adjusted for amortization of premiums and accretion of discounts and are net of valuation allowances and general reserves. The fair value of mortgage loans on real estate is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and/or similar remaining maturities. Interest income is accrued on the principal balance of the loan based on the loan’s contractual interest rate. Premiums and discounts are amortized using the effective yield method over the life of the loan. Interest income and amortization of premiums and discounts are reported in net investment income along with mortgage loan fees, which are recorded as they are incurred.

Loans are considered impaired when it is probable that based upon current information and events, the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. When the Company determines that a loan is impaired, a valuation allowance is established for the excess carrying value of the loan over its estimated collateral value. Changing economic conditions impact the Company’s valuation of mortgage loans.

 

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Changing vacancies and rents are incorporated into the discounted cash flow analysis that the Company performs for monitored loans and may contribute to the establishment of (or an increase or decrease in) an allowance for losses. In addition, the Company continues to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have deteriorating credits or have experienced debt coverage reduction. Where warranted, the Company has established or increased loss reserves based upon this analysis. The Company does not accrue interest on loans ninety days past due. The Company also establishes a general reserve which is calculated by applying a percentage, based on risk rating and maturity, to the outstanding loan balance.

Policy loans

Policy loans on insurance contracts are stated at unpaid principal balances. Due to the collateralized nature of policy loans, the Company believes that the fair value of policy loans approximates book value. Policy loans are funds provided to policy holders in return for a claim on the policy. The funds provided are limited to the cash surrender value of the underlying policy. Policy loans have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy.

Derivatives and Hedge Accounting

Derivatives are primarily used by the Company to manage risk associated with interest rate or equity market risk or volatility. Freestanding derivatives are carried in the Balance Sheets at fair value. If a derivative is not designated as an accounting hedge or its use in managing risk does not qualify for hedge accounting, changes in the fair value of the derivatives are reported in net derivative gains (losses) in the Statements of Income.

To qualify for hedge accounting, the hedge relationship is designated and formally documented at inception, detailing the particular risk management objective and strategy for the hedge (which includes the item and risk that is being hedged), the derivative that is being used and how hedge effectiveness is being assessed. For hedge accounting purposes, a distinction is made between fair value hedges, cash flow hedges and hedges of a net investment in a foreign operation. Currently and during the periods covered by the accompanying financial statements, the Company only has had cash flow hedges.

A cash flow hedge is the hedge of the exposure to variability of cash flows to be received or paid related to a recognized asset or liability. For derivatives that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of OCI and reclassified into the Statements of Income when the Company’s earnings are affected by the variability of the hedged item. Any hedge ineffectiveness is recognized as a component of net derivative gains (losses) in the Statements of Income.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit and short-term investments with original maturities of three months or less. Cash and cash equivalents are primarily valued at amortized cost, which approximates fair value.

Checks Not Yet Presented for Payment

The Company’s checks not yet presented for payment consists of checks written that have not yet cleared the Company’s bank accounts. The majority of the Company’s bank accounts are zero balance accounts that are funded at the time items clear against the account; therefore, the outstanding checks represent immediately payable liabilities. Because the recipients of these checks have generally not yet received payment, the Company classifies the outstanding checks as a liability. Checks not yet presented for payment are classified in the cash flows from operating activities section of the Company’s Statement of Cash Flows.

Securities Lending

Financial assets that are lent to a third party or that are transferred subject to a repurchase agreement at a fixed price are not derecognized as the Company retains substantially all the risks and rewards of asset ownership. The loaned securities are included in fixed maturity AFS securities in the Balance Sheets. A liability is recognized for cash collateral received, required initially at 102%, on which interest is accrued. If the fair value of the collateral is at any time less than 102% of the fair value of the loaned securities, the counterparty is mandated to deliver additional collateral, the fair value of which, together with the collateral already held in connection with the lending transaction, is at least equal to 102% of the fair value of the loaned securities.

 

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Reverse Repurchase Agreements

The Company enters into dollar roll repurchase agreement transactions whereby the Company takes delivery of pools of mortgage-backed securities (“MBS”) and sells them to counterparty along with an agreement to repurchase substantially the same pools at some point in the future, typically one month later. These transactions are accounted for as collateralized borrowings, and the repurchase agreement liability is included in the balance sheets in payables for collateral under securities loaned, reverse repurchase agreements, and derivatives. There is a risk that the MBS pools will not be delivered by the counterparty upon the maturity of the repurchase agreement. However, this risk is considered to be very low as the U.S. MBS market is well-established, deep, and liquid for securities that the counterparty can utilize to source pools required to satisfy its obligation. Counterparties for MBS pools must pass internal credit underwriting standards prior to initiating repurchase agreement transactions. In addition, each month the value of the cash collateral is reset based on the change in the fair value of the MBS, thereby minimizing the amount of counterparty exposure.

Value of Business Acquired (“VOBA”), Deferred Policy Acquisition Costs (“DAC”) and Deferred Sales Inducements (“DSI”)

VOBA

VOBA reflects the estimated fair value of in force contracts acquired and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the insurance and annuity contracts in force at the acquisition date. VOBA is based on actuarially determined projections, for each block of business, of future policy and contract charges, premiums, mortality, policyholder behavior, Separate Account performance, operating expenses, investment returns, and other factors. Actual experience on the purchased business may vary from these projections. If estimated gross profits or premiums differ from expectations, the amortization of VOBA is adjusted to reflect actual experience. The long-term growth rate assumption for the amortization of VOBA was 8% at December 31, 2015 and 2014.

For acquired annuity and variable life insurance contracts, VOBA is amortized in proportion to estimated gross profits arising principally from investment margins, mortality and expense margins, rider margins, and surrender charges, based on historical and anticipated future experience, which is updated periodically. Revisions in estimates result in changes to the amounts amortized in the reporting period in which the revisions are made and could result in the impairment of the asset and a charge to income if estimated future gross profits are less than the unamortized balance. See Note 4 to the financial statements for further discussion.

DAC

The costs of acquiring business, principally commissions, certain expenses related to policy issuance, and certain variable sales expenses that relate to and vary with the production of new and renewal business are deferred and amortized based on the estimated future gross profits for the group of acquired contracts. DAC are subject to recoverability testing at the time of the policy issuance and loss recognition testing at the end of each reporting period.

DAC for variable annuities is amortized with interest over the anticipated lives of the insurance contracts in relation to the present values of estimated future gross profits from asset-based fees, guaranteed benefit rider fees, contract fees, and surrender charges, less a provision for guaranteed death and living benefit expenses, policy maintenance expenses, and non-capitalized commissions. The long-term equity growth rate assumption for the amortization of DAC was 8% at December 31, 2015 and 2014. Future gross profit estimates are subject to periodic evaluation with necessary revisions applied against amortization to date. The impact of revisions and assumptions to estimates on cumulative amortization is recorded as a charge or credit to current operations, commonly referred to as “unlocking”. Changes in assumptions can have a significant impact on the amount of DAC reported and the related amortization patterns. In general, increases in the estimated Separate Accounts return and decreases in surrender or mortality assumptions increase the expected future profitability of the underlying business and may lower the rate of DAC amortization. Conversely, decreases in the estimated Separate Accounts returns and increases in surrender or mortality assumptions reduce the expected future profitability of the underlying business and may increase the rate of DAC amortization.

 

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At December 31, 2015 and 2014, variable annuities accounted for the Company’s entire DAC asset. See Note 4 to the Financial Statements for further discussion.

DSI

The Company offers a sales inducement whereby the contract owner receives a bonus that increases the initial account balance by an amount equal to a specified percentage of the contract owner’s deposit. This amount may be subject to recapture under certain circumstances. Consistent with DAC, sales inducements for variable annuity contracts are deferred and amortized based on the estimated future gross profits for each group of contracts. The long-term equity growth rate assumption for the amortization of DSI was 8% at December 31, 2015 and 2014. These future gross profit estimates are subject to periodic evaluation by the Company, with necessary revisions applied against amortization to date. The impact of these revisions on cumulative amortization is recorded as a charge or credit to current operations, commonly referred to as “unlocking”. It is reasonably possible that estimates of future gross profits could be reduced in the future, resulting in a material reduction in the carrying amount of the DSI asset.

The expense and the subsequent capitalization and amortization (accretion) are recorded as a component of policy benefits in the Statements of Income. At December 31, 2015 and 2014, variable annuities accounted for the Company’s entire DSI asset. See Note 4 to the Financial Statements for further discussion.

Goodwill

Goodwill is the excess of the purchase price over the estimated fair value of net assets acquired. Goodwill and intangible assets with indefinite lives are not amortized, but are subject to impairment tests conducted at least annually. Impairment testing is performed using the fair value approach, which requires the use of estimates and judgment, at the “reporting unit” level. A reporting unit represents the operating segment which is the level at which the financial information is prepared and regularly reviewed by management. The entire asset amount has been allocated to annuities. Goodwill is reviewed for indications of value impairment, with consideration given to financial performance and other relevant factors. In addition, certain events including a significant adverse change in legal factors or the business climate, an adverse action or assessment by a regulator, or unanticipated competition would cause the Company to review the carrying amounts of goodwill for impairment. When considered impaired, the carrying amounts are written down to fair value based primarily on discounted cash flows. The Company performed annual tests of goodwill at December 31, 2015, 2014, and 2013 and determined there was no impairment of goodwill because the fair value of the goodwill was substantially in excess of its carrying amount.

Separate Accounts

The Company’s Separate Accounts consist of variable annuities and variable life insurance contracts, of which the assets and liabilities are legally segregated and reported as separate captions in the Balance Sheets. Separate Accounts are established in conformity with Arkansas State Insurance Law and are generally not chargeable with liabilities that arise from any other business of the Company. Separate Accounts assets may be subject to claims of the Company only to the extent the value of such assets exceeds Separate Accounts liabilities. The assets of the Separate Accounts are carried at the daily net asset value of the mutual funds in which they invest.

Absent any contract provision wherein the Company guarantees either a minimum return or account value upon death or annuitization, the net investment income and net realized and unrealized gains and losses attributable to Separate Accounts assets supporting variable annuities and variable life insurance contracts accrue directly to the contract owner and are not reported as revenue in the Statements of Income. Mortality, guaranteed benefit fees, policy administration, maintenance, and withdrawal charges associated with Separate Accounts products are included in policy charge revenue in the Statements of Income.

Policyholder Account Balances

The Company’s liability for policyholder account balances represents the contract value that has accrued to the benefit of the policyholder as of the Balance Sheet dates. The liability is generally equal to the accumulated account deposits plus interest credited less policyholders’ withdrawals and other charges assessed against the account balance. Interest-crediting rates for the Company’s fixed rate products are as follows:

 

 

   2015      2014  

Interest-sensitive life products

     4.00%         4.00%   

Interest-sensitive deferred annuities

     0.25% - 4.90%         0.25% - 4.90%   

 

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These rates may be changed at the option of the Company after initial guaranteed rates expire, unless contracts are subject to minimum interest rate guarantees.

Future Policy Benefits

The Company’s liability for future policy benefits consists of liabilities for immediate annuities and liabilities for certain guaranteed benefits contained in the variable insurance products the Company manufactures. Liabilities for immediate annuities are equal to the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment generally depends on policyholder mortality. Interest rates used in establishing such liabilities were in the range of 0.01% to 8.8% during 2015 and 2014. See Note 5 to the Financial Statements for further discussion.

Revenue Recognition

Revenues for variable annuity contracts consist of policy charges for i) mortality and expense risks, ii) certain guaranteed benefits selected by the contract owner, iii) administration fees, iv) annual contract maintenance charges, and v) withdrawal charges assessed on contracts surrendered during the withdrawal charge period. Revenues for variable annuity contracts are recognized when policy charges are assessed or earned.

Revenues for variable life insurance contracts consist of policy charges for i) mortality and expense risks, ii) cost of insurance fees, iii) amortization of front-end and deferred sales charges, and iv) withdrawal charges assessed on contracts surrendered during the withdrawal charge period. Revenues for variable life insurance contracts are recognized when policy charges are assessed or earned.

Revenues for interest-sensitive annuity contracts (market value adjusted annuities, immediate annuities, and single premium deferred annuities) and interest-sensitive life insurance contracts (single premium whole life insurance) consist of i) investment income, ii) gains (losses) on the sale of invested assets, and iii) withdrawal charges assessed on contracts surrendered during the withdrawal charge period. Revenues for interest-sensitive annuity and life insurance contracts are recognized when investment income and investment sales are earned while revenues for contract charges are recognized when assessed or earned.

Revenues for CDAs consist of fees assessed based on a percentage of the participants covered asset pool, which are assets that are not internally managed by the Company. Fees on CDAs are recognized as they are assessed or earned.

Claims and Claims Settlement Expenses

Liabilities for claims and claims settlement expenses equal the death benefit (plus accrued interest) for claims that have been reported to the Company but have not settled and an estimate, based upon prior experience, for unreported claims.

Income Taxes

The Company provides for income taxes on all transactions that have been recognized in the financial statements in accordance with GAAP guidance. Accordingly, deferred taxes are adjusted to reflect the tax rates at which future taxable amounts will likely be settled or realized. The effects of tax rate changes on future deferred tax liabilities and deferred tax assets, as well as other changes in income tax laws, are recognized in net income (loss) in the year during which such changes are enacted.

The Company is subject to taxes on premiums and is exempt from state income taxes in most states.

Subsequent Events

The financial statements are adjusted to reflect events that occurred between the balance sheet date and the date when the financial statements are issued, provided they give evidence of conditions that existed at the balance sheet date. No subsequent events have been identified through April 14, 2016.

Events that are indicative of conditions that arose after the balance sheet date are disclosed, but do not result in an adjustment of the financial statements themselves.

 

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Current Accounting Guidance

Accounting Standards Codification (“ASC”) 860, Transfers and Servicing

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The guidance requires repurchase-to-maturity transactions to be accounted for as secured borrowings and amends accounting for repurchase financings. It also requires disclosure for (1) repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings and (2) certain transactions accounted for as a sale. The guidance was effective for the Company on January 1, 2015, except for disclosure requirements for certain transactions accounted for as secured borrowings which were effective on April 1, 2015. The new accounting requirements did not impact the Company’s results of operations or financial position. The adoption of the guidance had an impact on the Company’s disclosures. See Note 3 for disclosure impacts.

Future Accounting Guidance

ASC 825, Financial Instruments – Overall

In January 2016, FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. For the Company, the amendments in this guidance are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. With certain exceptions, early adoption is not permitted. The amendments in this guidance are to be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for those related to equity securities without readily determinable fair values (including disclosure requirements) which are to be applied prospectively to equity investments that exist as of the date of adoption of the update. The Company is currently evaluating the impact that ASU 2016-01 will have on its financial statements and disclosures.

ASC 740, Income Taxes

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU simplifies current guidance which requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of ASU 2015-17 will have no impact on the Company’s disclosures.

ASC 205, Presentation of Financial Statements

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (ASC Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This guidance requires an entity’s management to evaluate whether there are conditions or events that, considered in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. It also requires disclosures under certain circumstances. The guidance is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Implementation of the ASC will not affect the Company’s financial position or results of operations. The Company is in the process of reviewing its policies and processes to ensure compliance with the new guidance.

 

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ASC 606, Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606. The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance unless the contracts are within the scope of other standards (for example, financial instruments, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance establishes a five-step process to achieve this core principle. In August 2015, FASB issued ASU 2015-14, Deferral of the Effective Date that defers the effective date of ASU 2014-09 by one year. As a result, TALIC will apply the ASU beginning in 2018, using either of two methods: retrospective to each prior reporting period presented with certain practical expedients, or retrospective with the cumulative effect of initial application recognized at the date of initial application subject to certain additional disclosures. Early application of ASU 2014-09 is permitted, but not before interim and annual reporting periods beginning after December 15, 2017. The Company has not yet selected a transition method and is evaluating the impact that adoption of this update will have on the Company’s financial position and results of operation.

 

 

Note 2. Fair Value of Financial Instruments

 

Fair Value Measurements

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements.

Fair Value Hierarchy

The Company has categorized its financial instruments into a three level hierarchy which is based on the priority of the inputs to the 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). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

Assets and liabilities recorded at fair value on the Balance Sheets are categorized as follows:

Level 1. Unadjusted quoted prices for identical assets or liabilities in an active market.

Level 2. Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

 

  a)

Quoted prices for similar assets or liabilities in active markets

  b)

Quoted prices for identical or similar assets or liabilities in non-active markets

  c)

Inputs other than quoted market prices that are observable

  d)

Inputs that are derived principally from or corroborated by observable market data through correlation or other means

Level 3. Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

The Company recognizes transfers between levels at the beginning of the quarter.

 

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The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis:

 

                                                                       
    December 31, 2015  

 

  Level 1     Level 2     Level 3     Total  

Assets

       

Fixed maturity available-for-sale (“AFS”) securities (a)

       

Corporate securities

    $ -          $   1,016,792        $ -            $ 1,016,792   

Asset-backed securities

    -            115,988        6,666        122,654   

Commercial mortgage-backed securities

    -            71,683        -            71,683   

Residential mortgage-backed securities

    -            59,265        -            59,265   

Municipals

    -            807        -            807   

Government and government agencies

       

United States

    386,288        -            -            386,288   

Foreign

    1,499        6,349        -            7,848   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity AFS securities (a)

    387,787        1,270,884        6,666        1,665,337   

Equity securities (a)

       

Banking securities

    -            28,673        -            28,673   

Industrial securities

    -            5,994        -            5,994   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities (a)

    -            34,667        -            34,667   

Cash equivalents (b)

    -            234,500        -            234,500   

Derivative assets (c)

    -            10,893        -            10,893   

Limited partnerships (d)

    -            61,373        2,116        63,489   

Recoverable of ceded GMIB embedded derivatives (e)

    -            -            61,426        61,426   

Separate Accounts assets (f)

    5,940,665        -            -            5,940,665   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    $   6,328,452        $   1,612,317        $   70,208        $   8,010,977   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

       

Future policy benefits (embedded derivatives only) (g)

    $ -            $ -            $ 61,129        $ 61,129   

Derivative liabilities (c)

    -            13,075        -            13,075   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    $ -            $ 13,075        $ 61,129        $ 74,204   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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    December 31, 2014  

 

  Level 1     Level 2     Level 3     Total  

Assets

       

Fixed maturity AFS securities (a)

       

Corporate securities

    $ -            $ 1,177,409        $ -            $   1,177,409   

Asset-backed securities

    -            124,686        8,474        133,160   

Commercial mortgage-backed securities

    -            100,801        -            100,801   

Residential mortgage-backed securities

    -            45,447        -            45,447   

Municipals

    -            800        -            800   

Government and government agencies

       

United States

    400,251        -            -            400,251   

Foreign

    3,564        6,481        -            10,045   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity AFS securities (a)

    403,815        1,455,624        8,474        1,867,913   

Equity securities (a)

       

Banking securities

    -            29,702        -            29,702   

Industrial securities

    -            6,256        -            6,256   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities (a)

    -            35,958        -            35,958   

Cash equivalents (b)

    -            232,509        -            232,509   

Derivative assets (c)

    -            1,055        -            1,055   

Limited partnerships (d)

    -            60,432        4,086        64,518   

Recoverable of ceded GMIB embedded derivatives (e)

    -            -            60,573        60,573   

Separate Accounts assets (f)

    6,771,369        -            -            6,771,369   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    $   7,175,184        $   1,785,578        $   73,133        $ 9,033,895   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

       

Future policy benefits (embedded derivatives only) (g)

    $ -            $ -            $ 61,206        $ 61,206   

Derivative liabilities (c)

    -            18,744        -            18,744   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    $ -            $ 18,744        $ 61,206        $ 79,950   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Securities are classified as Level 1 if the fair value is determined by observable inputs that reflect quoted prices for identical assets in active markets that the Company has the ability to access at the measurement date. Level 1 securities primarily include highly liquid U.S. Treasury and U.S. government agency securities. Securities are classified as Level 2 if the fair value is determined by observable inputs, other than quoted prices included in Level 1, for the asset or prices for similar assets. Securities are classified as Level 3 if the valuations are derived from techniques in which one or more of the significant inputs are unobservable. Level 3 consists principally of fixed maturity securities whose fair value is estimated based on non-binding broker quotes and internal models. These internal models primarily use projected cash flows discounted using relevant risk spreads and market interest rate curves. At December 31, 2015 there were no fixed maturity AFS securities valued using internal models. At December 31, 2014, less than 0.5% of fixed maturity AFS securities were valued using internal models.

(b)

Cash equivalents are primarily valued at amortized cost, which approximates fair value. Operating cash is not included in the above table.

(c)

Level 2 derivatives include interest rate swaps, inflation swaps, variance swaps, total return swaps, and credit default swaps for which the Company utilized readily accessible quoted index levels and broker quotes. The fair value of interest rate swaps is calculated based on the change in the underlying floating rate curve (LIBOR) at the reporting date, as compared to the fixed leg of the swap. The fair value for inflation swaps is calculated as the difference between the consumer price index (or related readily accessible quoted inflation index level) at the reporting date from the last reset date, multiplied by the notional value of the swap. The fair value for the variance swaps is calculated as the difference between the estimated volatility of the underlying Standard and Poor’s 500 Composite Stock Price Index (“S&P”) at maturity to the actual volatility of the underlying S&P index at initiation (i.e., strike) multiplied by the notional value of the swap. Total return swaps are valued based on the change in the underlying equity index as of the last reset date. Credit default swaps are valued using a discounted cash flow model where future premium payments and protection payments are corrected for the probability of default which is modeled using an arbitrage free credit spread model.

 

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(d)

Limited partnership investments in which management is able to determine that observable market inputs have been used and can be redeemed at the net asset value in 90 days or less are considered Level 2. The Company has an investment in a limited partnership for which the fair value is derived from management’s review of the financial information obtained from the private equity fund prepared on a GAAP basis and is considered a Level 3 measurement. The valuation utilizing these financial statements is on a one quarter lag.

(e)

GMIB reinsurance is treated as embedded derivatives and is reported as recoverable of ceded GMIB embedded derivatives, at fair value in Balance Sheets.

(f)

Separate Accounts assets are carried at the net asset value provided by the fund managers.

(g)

The Company issued contracts containing guaranteed minimum withdrawal benefit riders (“GMWB”) and obtained GMIB reinsurance. GMWB and GMIB reinsurance are treated as embedded derivatives and are required to be reported separately from the host contract. In addition, the Company issues SALB contracts which are required to be reported at fair value. The fair value of these guarantees is calculated as the present value of future expected payments to policyholders less the present value of assessed fees attributable to the guarantees. Given the complexity and long-term nature of these guarantees, their fair values are determined using stochastic techniques under a variety of market return, discount rates and actuarial assumptions. Since many of the assumptions are unobservable and are considered to be significant inputs to the liability valuation, the liability included in future policy benefits has been reflected within Level 3 of the fair value hierarchy.

During 2015 and 2014, there were no transfers between level 1 and 2, respectively.

The following table provides a summary of the change in fair value of the Company’s Level 3 assets at December 31, 2015 and 2014:

 

    Twelve Months Ended
December 31, 2015
    Twelve Months Ended
December 31, 2014
 

 

  Limited
Partnership
    Fixed
Maturity  AFS

Securities
    Limited
Partnership
    Fixed
Maturity  AFS
Securities
 

Balance at beginning of period (a)

    $   4,086        $   8,474        $   5,044        $   6,428     

Change in unrealized losses (b)

    -            (376     -            (72

Purchases

    -            1,999        -            -       

Sales

    (252     (126     (962     (30

Transfers into Level 3

    -            2,049        -            3,744   

Transfers out of Level 3

    -            (5,354     -            (1,596

Changes in valuation (c)

    (1,718     -            4        -       
 

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period (a)

    $   2,116        $   6,666        $   4,086        $   8,474   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Recorded as a component of limited partnerships and fixed maturity AFS in the Balance Sheets.

(b)

Recorded as a component of Other Comprehensive Income (Loss) in net unrealized holding gains (Losses) on AFS securities arising during the period.

(c)

Recorded as a component of net investment income in the Statements of Income.

In certain circumstances, the Company will obtain non-binding quotes from brokers to assist in the determination of fair value. If those quotes can be corroborated by other market observable data, the investments will be classified as Level 2. If not, the investments are classified as Level 3 due to the unobservable nature of the brokers’ valuation processes. The decrease in Level 3 fixed maturity AFS securities at December 31, 2015 was due to two securities transferring from Level 3 to Level 2 due to the availability of market observable data. The decrease was partially offset by a purchase of a Level 3 security and the transfer of a security from Level 2 to Level 3 due to the unavailability of market observable data. The increase in Level 3 fixed maturity AFS securities at December 31, 2014 was due to a security transferring from Level 2 to Level 3 due to the unavailability of market observable data. The increase was partially offset by a security transferring from Level 3 to Level 2 due to the availability of market observable data.

The Company’s Level 3 liabilities (assets) consist of provisions for GMWB, SALB and GMIB reinsurance. The fair value of these guarantees is calculated as the present value of future expected payments to policyholders less the

 

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present value of assessed fees attributable to the guarantees. Given the complexity and long-term nature of these guarantees which are unlike instruments available in financial markets, their fair values are determined using stochastic techniques under a variety of market return scenarios. A variety of factors are considered, including expected market rates of return, equity and interest rate volatility, credit spread, correlations of market returns, discount rates and actuarial assumptions. For GMWB and SALB, an increase (decrease) in credit spread in isolation would result in a lower (higher) fair value measurement and increases (decreases) in volatility in isolation would result in a higher (lower) fair value measurement. Changes in the Company’s credit spread and volatility assumption have an inverse reaction for GMIB reinsurance, due to this reserve being an asset.

The expected returns are based on risk-free rates, such as the current London Inter-Bank Offered Rate (“LIBOR”) forward curve. The credit spread, which is the most significant unobservable input, is set by using the credit default swap (“CDS”) spreads of a reference portfolio of life insurance companies, adjusted to reflect the subordination of senior debt holders at the holding company level to the position of policyholders at the operating company level (who have priority in payments to other creditors). The credit spread was 40 basis points (“bps”) and 30 bps at December 31, 2015 and 2014, respectively.

For equity volatility, the Company uses a term structure assumption with market-based implied volatility inputs for the first five years and a long-term forward rate assumption of 25% thereafter. The volume of observable option trading from which volatilities are derived generally declines as the contracts’ term increases, therefore, the volatility curve grades from implied volatilities for five years to the ultimate rate. The resulting volatility assumption in year 20 for the S&P (expressed as a spot rate) was 24.2% and 24.3% at December 31, 2015 and 2014, respectively. Correlations of market returns across underlying indices are based on historical market returns and their inter-relationships over a number of years preceding the valuation date. Assumptions regarding policyholder behavior, such as lapses, included in the models are derived in the same way as the assumptions used to measure insurance liabilities. These assumptions are reviewed at each valuation date and updated based on historical experience and observable market data as required.

The following table provides a summary of the changes in fair value of the Company’s Level 3 liabilities (assets) at December 31, 2015 and 2014:

 

    Twelve Months Ended
December 31, 2015
    Twelve Months Ended
December 31, 2014
 

 

  GMWB     GMIB
Reinsurance
    SALB     GMWB     GMIB
Reinsurance
    SALB  

Balance at beginning of period (a)

    $             60,702        $         (60,573     $         504        $     21,776        $ (39,345     $         41   

Changes in interest rates (b)

    (1,890     979        -            30,760        (26,759     -       

Changes in equity markets (b)

    9,182        (1,976     7        762                2,330        463   

Other (b)

    (7,376     144        -            7,404        3,201        -       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period (a)

    $ 60,618        $ (61,426     $ 511        $ 60,702        $ (60,573     $ 504   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

GMWB and SALB are recorded as a component of future policy benefits in the Balance Sheets and GMIB reinsurance is recorded as recoverable of ceded GMIB embeded derivatives, at fair value in the Balance Sheets.

(b)

Recorded as a component of policy benefits in the Statements of Income.

During 2015, the change in the fair value of the GMWB and GMIB reinsurance guarantees was primarily driven by lower than expected equity market performance and updated policy holder behavior assumptions. During 2014, the change in the fair value GMWB and GMIB reinsurance guarantees was primarily driven by declining interest rates and updated policyholder behavior assumptions. During 2015 and 2014, the change in the SALB reserve was due to an increase in fees collected.

 

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The following table provides a summary of the quantitative inputs and assumptions of the Company’s Level 3 assets and liabilities at December 31, 2015 and 2014:

 

Description

  December 31,
2015
Estimated
Fair Value
    Valuation Techniques   Unobservable Inputs   Range
(Weighted Average)

Assets

       

Fixed maturity securities

       

Asset-backed securities

    $ 6,666      Broker   See comment below (a)   See comment below (a)
 

 

 

       

Total fixed maturity securities

    6,666         

Limited partnership

    2,116      Not applicable (a)   Not applicable (b)   Not applicable (b)

Future policy benefits (embedded derivatives) - GMIB Reinsurance

    61,426      Discounted cash flows   Own credit risk   40 bps
      Long-term volatility   25%
 

 

 

       

Total assets

    $ 70,208         
 

 

 

       

Liabilities

       

Future policy benefits (embedded derivatives) - GMWB

    $ 60,618      Discounted cash flows   Own credit risk   40 bps
      Long-term volatility   25%

Future policy benefits - SALB

    511      See comment below (b)   See comment below (b)   See comment below (b)
 

 

 

       

Total liabilities

    $ 61,129         
 

 

 

       

Description

  December 31,
2014
Estimated
Fair Value
    Valuation Techniques   Unobservable Inputs   Range
(Weighted Average)

Assets

       

Fixed maturity securities

       

Asset-backed securities

    $ 8,474      Broker   See comment below (a)   See comment below (a)
 

 

 

       

Total fixed maturity securities

    8,474         

Limited partnership

    4,086      Not applicable (b)   Not applicable (b)   Not applicable (b)

Future policy benefits (embedded derivatives) - GMIB Reinsurance

    60,573      Discounted cash flows   Own credit risk   30 bps
      Long-term volatility   25%
 

 

 

       

Total assets

    $ 73,133         
 

 

 

       

Liabilities

       

Future policy benefits (embedded derivatives) - GMWB

    $ 60,702      Discounted cash flows   Own credit risk   30 bps
      Long-term volatility   25%

Future policy benefits - SALB

    504      See comment below (c)   See comment below (c)   See comment below (c)
 

 

 

       

Total liabilities

    $    61,206         
 

 

 

       

 

(a)

The Company has obtained non-binding broker quotes that cannot be corroborated by market observable data, to assist in determining fair value of the level 3 asset-back securities. The Company does not receive the unobservable inputs used by the broker but performs annual reviews to approve the use of brokers and an asset specialist review of the broker price.

(b)

The Company has an investment in a limited partnership for which the fair value is derived from management’s review of the underlying financial statements that were prepared on a GAAP basis. Management did not make any adjustments to the valuation from the underlying financial statements. As a result, inputs are not developed by management to determine the fair value measurement for this investment.

(c)

The SALB is a product with fewer than 150 policies. Due to the small size of this block the liability was determined based on fees earned.

 

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The following table provides the estimated fair value of the Company’s assets not carried at fair value on the Balance Sheets at December 31, 2015 and 2014:

 

    December 31, 2015  

 

        Level 1                 Level 2                 Level 3                 Total        

Assets

       

Mortgage loans on real estate (a)

    $ -            $ -            $ 92,923        $ 92,923   

Policy loans (b)

    -            661,466        -            661,466   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    $ -            $ 661,466        $ 92,923        $ 754,389   
 

 

 

   

 

 

   

 

 

   

 

 

 
    December 31, 2014  

 

        Level 1                 Level 2                 Level 3                 Total        

Assets

       

Mortgage loans on real estate (a)

    $ -            $ -            $ 71,433        $ 71,433   

Policy loans (b)

    -            681,071        -            681,071   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    $ -            $ 681,071        $ 71,433        $ 752,504   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

The fair value of mortgage loans on real estate is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and/or remaining maturities.

(b)

Policy loans are stated at unpaid principal balance. The fair value of policy loans approximates book value.

 

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Note 3. Investments

 

Fixed Maturity and Equity Securities

The amortized cost/cost and estimated fair value of investments in fixed maturity and equity AFS securities at December 31, 2015 and 2014 were:

 

    December 31, 2015  
    Amortized
Cost/Cost
    Gross Unrealized     Estimated     OTTI
in AOCI(a)
 
      Gains     Losses     Fair
Value
   

Fixed maturity AFS securities

         

Corporate securities

    $ 977,900        $ 57,648        $ (18,756     $ 1,016,792        $ -       

Asset-backed securities

    118,993        4,140        (479     122,654        (42)   

Commercial mortgage-backed securities

    70,083        1,904        (304     71,683        -       

Residential mortgage-backed securities

    56,527        2,819        (81     59,265        -       

Municipals

    913        -            (106     807        -       

Government and government agencies

         

United States

    339,686        46,634        (32     386,288        -       

Foreign

    6,591        1,257        -            7,848        -       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity AFS securities

    $   1,570,693        $   114,402        $     (19,758     $     1,665,337        $     (42)   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity securities

         

Banking securities

    $ 27,986        $ 1,769        $ (1,082     $ 28,673        $ -       

Industrial securities

    5,791        203        -            5,994        -       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities

    $ 33,777        $ 1,972        $ (1,082     $ 34,667        $ -       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    December 31, 2014  
          Gross Unrealized     Estimated        

 

  Amortized
Cost/Cost
    Gains     Losses     Fair
Value
    OTTI
in AOCI(a)
 

Fixed maturity AFS securities

         

Corporate securities

    $ 1,095,082        $ 89,852        $ (7,525     $ 1,177,409        $ -       

Asset-backed securities

    127,803        5,743        (386     133,160        (97)   

Commercial mortgage-backed securities

    96,594        4,341        (134     100,801        -       

Residential mortgage-backed securities

    42,205        3,244        (2     45,447        -       

Municipals

    916        -            (116     800        -       

Government and government agencies

         

United States

    334,448        65,805        (2     400,251        -       

Foreign

    8,673        1,372        -            10,045        -       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity AFS securities

    $     1,705,721        $     170,357        $ (8,165     $ 1,867,913        $     (97)   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity securities

         

Banking securities

    $ 28,137        $ 2,135        $ (570     $ 29,702        $ -       

Industrial securities

    5,791        465        -            6,256        -       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity securities

    $ 33,928        $     2,600        $     (570     $     35,958        $ -       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Represents OTTI in AOCI, which were not included in earnings. Amount excludes $2,515 and $3,202 of unrealized gains at December 31, 2015 and 2014, respectively.

Excluding investments in U.S. government and government agencies, the Company is not exposed to any significant concentration of credit risk in its fixed maturity securities portfolio.

 

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The amortized cost and estimated fair value of fixed maturity AFS securities by investment grade at December 31, 2015 and 2014 were:

 

     December 31, 2015      December 31, 2014  

 

   Amortized
Cost
     Estimated
Fair

Value
     Amortized
Cost
     Estimated
Fair

Value
 

Investment grade

     $ 1,467,677         $   1,565,053         $ 1,615,944         $   1,776,153   

Below investment grade

     103,016         100,284         89,777         91,760   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturity AFS securities

     $   1,570,693         $   1,665,337         $   1,705,721         $   1,867,913   
  

 

 

    

 

 

    

 

 

    

 

 

 

At December 31, 2015 and 2014, the estimated fair value of fixed maturity securities rated BBB- was $79,958 and $107,865, respectively, which is the lowest investment grade rating given by S&P. Below investment grade securities are speculative and are subject to significantly greater risks related to the creditworthiness of the issuers and the liquidity of the market for such securities. The Company closely monitors such investments.

The amortized cost and estimated fair value of fixed maturity AFS securities at December 31, 2015 and 2014 by contractual maturities were:

 

    December 31, 2015     December 31, 2014  

 

  Amortized
Cost
    Estimated
Fair

Value
    Amortized
Cost
    Estimated
Fair

Value
 

Fixed maturity AFS securities

       

Due in one year or less

    $ 64,114        $ 65,086        $ 61,405        $ 62,356   

Due after one year through five years

    564,707        599,965        480,098        514,063   

Due after five years through ten years

    230,858        230,815        453,522        481,957   

Due after ten years

    465,410        515,868        444,094        530,129   
 

 

 

   

 

 

   

 

 

   

 

 

 
    1,325,089        1,411,734        1,439,119        1,588,505   

Mortgage-backed securities and other asset-backed securities

    245,604        253,603        266,602        279,408   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed maturity AFS securities

    $   1,570,693        $   1,665,337        $   1,705,721        $   1,867,913   
 

 

 

   

 

 

   

 

 

   

 

 

 

In the preceding table fixed maturity securities not due at a single maturity date, have been included in the year of final maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The Company had investment securities with an estimated fair value of $14,629 and $20,484 that were deposited with insurance regulatory authorities at December 31, 2015 and 2014, respectively.

Unrealized Gains (Losses) on Fixed Maturity and Equity Securities

The Company’s investments in fixed maturity and equity securities classified as AFS are carried at estimated fair value with unrealized gains and losses included in stockholder’s equity as a component of accumulated other comprehensive income (loss), net of taxes.

 

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The estimated fair value and gross unrealized losses and OTTI related to fixed maturity and equity AFS securities aggregated by length of time that individual securities have been in a continuous unrealized loss position at December 31, 2015 and 2014 were as follows:

 

     December 31, 2015  

 

   Estimated
Fair Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Less than or equal to six months

        

Fixed maturity AFS securities

        

Corporate securities

     $ 130,718         $ 139,846         $ (9,128

Asset-backed securities

     59,051         59,312         (261

Commercial mortgage-backed securities

     17,185         17,450         (265

Residential mortgage-backed securities

     3,896         3,966         (70

Government and government agencies - United States

     18,484         18,516         (32
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     229,334         239,090         (9,756
  

 

 

    

 

 

    

 

 

 

Greater than six months but less than or equal to one year

        

Fixed maturity AFS securities

        

Corporate securities

     27,872         30,597         (2,725

Asset-backed securities

     455         463         (8

Commercial mortgage-backed securities

     988         1,028         (40

Residential mortgage-backed securities

     1,020         1,030         (10
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     30,335         33,118         (2,783
  

 

 

    

 

 

    

 

 

 

Greater than one year

        

Fixed maturity AFS securities

        

Corporate securities

     8,628         15,531         (6,903

Asset-backed securities

     4,788         4,999         (211

Residential mortgage-backed securities

     39         40         (1

Municipals

     808         912         (104

Equity securities - banking securities

     9,214         10,296         (1,082
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     23,477         31,778         (8,301
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $     283,146         $     303,986         $     (20,840
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents
     December 31, 2014  

 

   Estimated
Fair Value
     Amortized
Cost/Cost
     Gross
Unrealized
Losses and
OTTI (a)
 

Less than or equal to six months

        

Fixed maturity AFS securities

        

Corporate securities

     $ 60,583         $ 64,799         $ (4,216

Asset-backed securities

     70,078         70,188         (110

Commercial mortgage-backed securities

     528         529         (1

Government and government agencies - United States

     9,310         9,312         (2

Equity securities - banking securities

     8,050         8,500         (450
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     148,549         153,328         (4,779
  

 

 

    

 

 

    

 

 

 

Greater than six months but less than or equal to one year

        

Fixed maturity AFS securities

        

Corporate securities

     3,363         3,783         (420

Residential mortgage-backed securities

     9         9         -       
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     3,372         3,792         (420
  

 

 

    

 

 

    

 

 

 

Greater than one year

        

Fixed maturity AFS securities

        

Corporate securities

     44,656         47,545         (2,889

Asset-backed securities

     6,721         6,997         (276

Commercial mortgage-backed securities

     8,504         8,637         (133

Residential mortgage-backed securities

     59         61         (2

Municipals

     800         916         (116

Equity securities - banking securities

     1,676         1,796         (120
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     62,416         65,952         (3,536
  

 

 

    

 

 

    

 

 

 

Total fixed maturity and equity securities

     $     214,337         $   223,072         $   (8,735
  

 

 

    

 

 

    

 

 

 

 

(a)

Subsequent unrealized gains (losses) on OTTI securities are included in OCI-OTTI.

The total number of securities in an unrealized loss position was 133 and 95 at December 31, 2015 and 2014, respectively.

There were five securities in a continuous unrealized loss position where fair value had declined below amortized cost by more than 20% at December 31, 2015. The securities had an estimated fair value of $11,372 with an unrealized loss of ($4,052). There were four securities in a continuous unrealized loss position where the fair value had declined below amortized cost by more than 40% at December 31, 2015. The securities had an estimated fair value of $5,357 with an unrealized loss of ($7,279). There were two securities in a continuous unrealized loss position where fair value had declined below amortized cost by more than 20% at December 31, 2014. The securities had an estimated fair value of $3,221 with an unrealized loss of ($2,665).

Unrealized gains (losses) incurred during the years ended December 31, 2015 and 2014 were primarily due to price fluctuations resulting from changes in interest rates and credit spreads. If the Company has the intent to sell or it is more likely than not that the Company will be required to sell these securities prior to the anticipated recovery of the amortized cost, securities are written down to fair value. If cash flow models indicate a credit event will impact future cash flows, the security is impaired to discounted cash flows. As the remaining unrealized losses in the portfolio relate to holdings where the Company expects to receive full principal and interest, the Company does not consider the underlying investments to be impaired.

 

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The components of net unrealized gains (losses) and OTTI included in accumulated other comprehensive income (loss), net of taxes, at December 31, 2015 and 2014 were as follows:

 

    December 31,  

 

  2015     2014  

Assets

   

Fixed maturity securities

    $ 94,644        $ 162,192   

Equity securities

    890        2,030   

Cash flow hedges

    4,202        2,296   

Value of business acquired

    (21,812     (35,943
 

 

 

   

 

 

 
        77,924            130,575   
 

 

 

   

 

 

 

Liabilities

   

Income taxes - deferred

    (21,333     (21,333
 

 

 

   

 

 

 
    (21,333     (21,333
 

 

 

   

 

 

 

Stockholder’s equity

   

Accumulated other comprehensive income, net of taxes

    $ 56,591        $ 109,242   
 

 

 

   

 

 

 

The Company records certain adjustments to policyholder account balances in conjunction with the unrealized holding gains or losses on investments classified as available for sale. The Company adjusts a portion of these liabilities as if the unrealized holding gains or losses had actually been realized, with corresponding credits or charges reported in accumulated other comprehensive income (loss), net of taxes. At December 31, 2015 and 2014, there were no adjustments to policyholder account balances in conjunction with the unrealized holding gains or losses on investments classified as available-for-sale.

Mortgage Loans on Real Estate

Mortgage loans on real estate consist entirely of mortgages on commercial real estate. Prepayment premiums are collected when borrowers elect to prepay their debt prior to the stated maturity, and are included in net realized investment gains (losses), excluding OTTI on securities, in the Statements of Income. There was $335 of prepayment premiums collected for the year ended December 31, 2015. There were no prepayment premiums for the year ended December 31, 2014.

Loans are considered impaired when it is probable that based upon current information and events, the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. A valuation allowance is established for the excess carrying value of an impaired loan over its estimated collateral value. In addition to the valuation allowance for specific loans, a general reserve is estimated based on a percent of the outstanding loan balance. The general reserve at December 31, 2015 and 2014 was $78 and $36, respectively. The change in the reserve is reflected in net realized investment gains (losses), excluding OTTI on securities, in the Statements of Income. There were no impaired mortgage loans at December 31, 2015 or 2014. The change in the credit loss allowances on mortgage loans by type of property for the years ended at December 31 was as follows:

 

     December 31,  

Commercial

  2015     2014  

Balance at beginning of period

    $           36        $           27   

Provision

    42        9   
 

 

 

   

 

 

 

Balance at end of period

    $ 78        $ 36   
 

 

 

   

 

 

 

The commercial mortgages are geographically diversified throughout the United States with the largest concentrations in Pennsylvania, California, Missouri, Virginia, New Hampshire, Washington, Florida, and Minnesota, which account for approximately 72% of mortgage loans at December 31, 2015.

 

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The credit quality of mortgage loans by type of property at December 31 was as follows:

 

     December 31,  

Commercial

  2015     2014  

AAA - AA

    $ 31,835        $ 21,378   

A

    49,084        45,325   

BBB

    9,090        -       

BBB - BB

    2,983        -       
 

 

 

   

 

 

 

Total mortgage loans on real estate

    92,992        66,703   

Less: reserves

    (78     (36
 

 

 

   

 

 

 

Total mortgage loans on real estate, net

    $   92,914        $   66,667   
 

 

 

   

 

 

 

The credit quality for the commercial mortgage loans was determined based on an internal credit rating model which assigns a letter rating to each mortgage loan in the portfolio as an indicator of the quality of the mortgage loan. The internal credit rating model was designed based on a rating agency methodology, then modified for credit risk associated with the Company’s mortgage lending process, taking into account such factors as projected future cash flows, net operating income, and collateral value. The model produces a rating score and an associated letter rating that is intended to align with S&P ratings as closely as possible. Information supporting the risk rating process is updated at least annually. While mortgage loans with a lower rating carry a higher risk of loss, adequate reserves for loan losses have been established to cover those risks.

Securities Lending

The following table provides a summary of the securities under securities lending agreements at December 31:

 

     December 31,  

 

   2015      2014  

Payables for collateral under securities loaned

     $   194,537         $   265,236   

Amortized cost of securities out on loan

     162,698         215,195   

Estimated fair value of securities out on loan

     188,689         260,060   

Reverse Repurchase Agreements

The following table provides a summary of the securities under reverse repurchase agreements at December 31:

 

     December 31,  

 

   2015      2014  

Payable for reverse repurchase agreements

     $           -             $           644   

Amortized cost of securities pledged

     -             634   

Estimated fair value of securities pledged

     -             646   

 

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Collateral Maturities of Reverse Repurchase Agreements and Securities LendingTransactions

The following table provides a summary of collateral maturities of reverse repurchase agreements and securities lending transactions at December 31:

 

      December 31, 2015  

 

   Overnight and
Continuous
     Up to 30 days      Total  

Reverse repurchase agreements

        

U.S. Treasury and agency securities

     -             -             -       

Residential mortgage-backed securities

     $ -             $           -             $ -       
  

 

 

    

 

 

    

 

 

 

Total

     -             -             -       

Securities lending transactions

        

U.S. Treasury and agency securities

     155,586         -             155,586   

Corporate securities

     19,786         -             19,786   

Equity securities - banking

     13,317         -             13,317   
  

 

 

    

 

 

    

 

 

 

Total

     188,689         -             188,689   
  

 

 

    

 

 

    

 

 

 

Total Borrowings

     $   188,689         $ -             $ 188,689   
  

 

 

    

 

 

    

 

 

 

Gross amount of recognized liabilities for repurchase agreements and securities lending in balance sheets

  

     $   194,537   
        

 

 

 

Derivatives and Hedge Accounting

The Company uses several types of derivatives to manage the capital market risk associated with the GMWB.

S&P futures contracts and interest rate futures contracts are used to hedge the equity risk and interest rate risk, respectively, associated with these types of variable guaranteed products, in particular the claim and/or revenue risks of the liability portfolio. Net settlements on the futures occur daily. The realized gains (losses) on settlement of these futures are recorded in net derivative gains (losses) in the Statements of Income.

The Company uses variance swaps to hedge equity risk. During 2013, the Company also entered into total return swaps that are based on the S&P. The Company recognizes gains (losses) from the change in the fair value of the variance swaps and total return swaps in net derivative gains (losses) in the Statements of Income.

During the third quarter of 2013, the Company entered into cash flow hedging transactions on Treasury Inflation Protected Securities (“TIPS”) utilizing interest rate swaps to lengthen portfolio duration and to hedge the variability of cash flows due to changes in inflation. The Company recognizes hedge ineffectiveness gains (losses) from the difference of the change in fair value of the swap and the change in fair value of the underlying Treasury in net derivative gains (losses) in the Statements of Income.

During the fourth quarter of 2014, the Company began writing credit default swaps enabling the Company to change the risk profile of the assets in the portfolio by enhancing the overall yield. As a writer of credit default swaps, the Company actively monitors the underlying asset, being careful to note any events (default or similar credit event) that would require the Company to perform on the credit default swap. If such events would take place, the Company has recourse provisions from the proceeds of the bankruptcy settlement of the underlying entity or by the sale of the underlying bond. In the event the representative issuer defaults on its debt obligation referenced in the contract, a payment equal to the notional amount of the contract will be made by the Company and recognized in net derivative gains (losses) in the Statement of Income.

During the fourth quarter of 2015, the Company entered into fixed-to-float and float-to-fixed interest rate swaps in order to hedge the interest rate risk on the underlying liability. The Company holds these contracts at fair market value, and gains (losses) related to changes in fair value are recognized in net derivative gains (losses) in the Statements of Income.

The Company also uses an option strategy to hedge equity risk. These derivatives were purchased in the second quarter of 2015 as part of a hedging program which hedges a specific range of equity market decline. The strategy has limited profitability but also limited risk characteristics due to the structure of the package of put options. The Company recognizes gains (losses) from the change in fair value of the options in net derivative gains (losses) in the Statements of Income.

 

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The following table presents the notional and fair value for hedging instruments as of December 31, 2015 and 2014:

 

     Notional      Fair Value  
     December 31,      December 31,  

Derivative Type

   2015      2014      2015     2014  

Non-qualifying hedges

          

Short futures

     $ 47,221         $ 49,873         $ -            $ -       

Long futures

     51,573         -             -            -       

Interest rate swaps

     192,000         -             (2,228     -       

Variance swaps

     675         1,059         (1,525     (3,243

Total return swaps

     1,315,900         852,910         (1,429     (17,941

Options

     587,046         -             11,055                         -       

Credit default swaps

     210,000         170,000         65        2,017   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total non-qualifying hedges

     2,404,415         1,073,842         5,938        (19,167
  

 

 

    

 

 

    

 

 

   

 

 

 

Cash flow hedges

          

Interest rate swaps

     49,884         49,884         3,285        1,478   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total cash flow hedges

     49,884         49,884         3,285        1,478   
  

 

 

    

 

 

    

 

 

   

 

 

 

Derivative Total

     $       2,454,299         $       1,123,726         $              9,223        $ (17,689
  

 

 

    

 

 

    

 

 

   

 

 

 

The following table presents the net derivative gains (losses) recognized in the Statements of Income:

 

     Net Derivative Gains (Losses) Recognized In Income  
     December 31,  

Derivative Type

   2015     2014     2013  

Short futures

     $ (2,002     $ (7,819     $ (33,021

Long futures

     (1,029     -            41,073   

Variance swaps

     (2,838     (5,118     (6,964

Total return swaps

     (36,481     (60,439     26,941   

Options (puts and calls)

     7,650        -            -       

Interest rate swaps

     (2,222     (77     (84

Equity Collar

     -            -            (287,845

Credit default swaps

     (535     (2,700     -       
  

 

 

   

 

 

   

 

 

 

Total

     $ (37,457     $ (76,153     $ (259,900
  

 

 

   

 

 

   

 

 

 

The following table presents the maximum potential amount of future payments, credit rating, and maturity dates for the credit default swaps at December 31, 2015 and 2014:

 

     Maximum Potential
Amount of

Future Payments
     Credit Rating    Maturity Date Range  

Derivative Type

                                                December 31, 2015  

Credit default swaps

        

Corporate debt

   $ 120,000       A      June 2017 - December 2020   

Sovereign debt

     90,000       AA-A      June 2017 - March 2020   
  

 

 

       

Credit default swaps total

   $ 210,000         
  

 

 

       

 

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     Maximum Potential
Amount of

Future Payments
     Credit Rating    Maturity Date Range  

Derivative Type

                                                December 31, 2014  

Credit default swaps

        

Corporate debt

   $ 100,000       A      June 2017 - December 2020   

Sovereign debt

     70,000       A      June 2017 - December 2020   
  

 

 

       

Credit default swaps total

   $ 170,000         
  

 

 

       

The following tables present the components of the gain or loss on derivatives that qualify as cash flow hedges:

 

    Gain (Loss) Recognized in     Net Realized Gains (Losses) Recognized in  
    OCI on Derivative (Effective Portion)     Income on Derivative (Ineffective Portion)  
     December 31,     December 31,  

 

  2015     2014     2013     2015     2014     2013  

Interest rate swaps

  $     1,906      $ 483      $ 1,813      $     5      $ (77   $ (84
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     1,906      $     483      $ 1,813      $     5      $ (77   $ (84
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

         Gain (Loss) Reclassified from  
         AOCI into Income (Effective Portion)  
         December 31,  

 

 

Location

   2015     2014     2013  

Interest rate swaps

  Net investment income      $         (99     $         (761     $         (57
    

 

 

   

 

 

   

 

 

 

Total

       $         (99     $         (761     $         (57
    

 

 

   

 

 

   

 

 

 

All components of each derivative’s gain or loss were included in the assessment of hedge effectiveness.

As of December 31, 2015, the amount of before-tax deferred net losses on derivatives recorded in AOCI that is expected to be reclassified to the Statements of Income during the next twelve months is ($99). This expectation is based on the anticipated interest payments on the hedged investments in TIPS that will occur over the next twelve months, at which time the Company will recognize the deferred gains (losses) as an adjustment to interest income over the term of the investment cash flows.

The Company receives or pledges collateral related to these derivative transactions. The credit support agreement contains a fair value threshold of $1,000 over which collateral needs to be pledged by the Company or its counterparty. At December 31, 2015 and 2014, the Company has pledged securities in the amount of $16,439 and $27,862, respectively, to counterparties. At December 31, 2015 the Company held cash collateral received from counter parties in the amount of $11,405. The Company did not hold cash collateral received from counterparties at December 31, 2014.

In addition, in order to trade futures, the Company is required to post collateral to an exchange (sometimes referred to as margin). The fair value of collateral posted in relation to the futures margin was $4,136 and $3,235 at December 31, 2015 and 2014, respectively.

Offsetting of Financial Instruments

The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to setoff positions with the same counterparties in the event of default by one of the parties.

 

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The following tables present the offsetting of derivative assets at December 31, 2015 and 2014:

 

    December 31, 2015  
                      Gross Amounts Not Offset in the
Balance Sheet
       

Description

  Gross Amounts of
Recognized Assets
    Gross Amounts
Offset in the
Balance Sheet
    Net Amounts of
Assets Presented
in the
Balance Sheet
    Financial
Instruments
    Cash
Collateral
Received
    Net Amount  

Derivatives

    $ 38,125        $ 27,232        $ 10,893        $ 8,158        $  -            $ 2,735   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    $   38,125        $   27,232        $   10,893        $   8,158        $    -            $   2,735   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    December 31, 2014  
                      Gross Amounts Not Offset in the
Balance Sheet
       

Description

  Gross Amounts of
Recognized Assets
    Gross Amounts
Offset in the
Balance Sheet
    Net Amounts of
Assets Presented
in the

Balance Sheet
    Financial
Instruments
    Cash
Collateral
Received
    Net Amount  

Derivatives

    $ 5,467        $ 4,412        $ 1,055        $ -            $ -            $ 1,055   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    $   5,467        $   4,412        $   1,055        $   -            $ -            $   1,055   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following tables present the offsetting of derivative liabilities at December 31, 2015 and 2014:

 

    December 31, 2015  
                      Gross Amounts Not Offset in the
Balance Sheet
       

Description

  Gross Amounts of
Recognized Liabilities
    Gross Amounts
Offset in the
Balance Sheet
    Net Amounts of
Liabilities Presented
in the

Balance Sheet
    Financial
Instruments
    Cash
Collateral
Pledged
    Net Amount  

Derivatives

    $ 28,902        $ 15,827        $ 13,075        $ 10,847        $ -            $ 2,228   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    $   28,902        $   15,827        $   13,075        $   10,847        $   -            $   2,228   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    December 31, 2014  
                      Gross Amounts Not Offset in the
Balance Sheet
       

Description

  Gross Amounts of
Recognized Liabilities
    Gross Amounts
Offset in the
Balance Sheet
    Net Amounts of
Liabilities Presented
in the

Balance Sheet
    Financial
Instruments
    Cash
Collateral
Pledged
    Net Amount  

Derivatives

    $ 23,156        $ 4,412        $ 18,744        $ 17,637        $  -            $ 1,107   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    $   23,156        $   4,412        $   18,744        $   17,637        $ -            $   1,107   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

There were no other financial assets or financial liabilities at December 31, 2015 and 2014 that were subject to offsetting.

 

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Net Investment Income

Net investment income by source for the years ended December 31 was as follows:

 

Net investment income

  2015     2014     2013  

Fixed maturity securities -available-for-sale

    $ 70,495        $ 72,568        $ 80,560   

Equity securities

    2,061        2,091        2,083   

Limited partnerships

    (778     436        (153

Mortgage loans on real estate

    4,111        3,100        3,275   

Policy loans on insurance contracts

    35,435        36,765        38,334   

Derivatives

    4,631        4,478        1,573   

Cash and cash equivalents

    649        559        619   

Other

    234        351        366   
 

 

 

   

 

 

   

 

 

 

Gross investment income

    116,838        120,348        126,657   

Less investment expenses

    (4,654     (3,410     (5,524
 

 

 

   

 

 

   

 

 

 

Net investment income

    $   112,184        $   116,938        $   121,133   
 

 

 

   

 

 

   

 

 

 

Realized Investment Gains (Losses)

The Company considers fair value at the date of sale to be equal to proceeds received. Proceeds and gross realized investment gains (losses) from the sale of AFS securities for the years ended December 31 were as follows:

 

 

  2015     2014     2013  

Proceeds

    $         226,843        $         106,257        $         756,322   

Gross realized investment gains

    6,722        4,754        9,598   

Gross realized investment losses

    (3,119     (867     (13,787

Proceeds on AFS securities sold at a realized loss

    74,724        27,987        296,028   

Net realized investment gains (losses) for the years ended December 31 were as follows:

  

 

  2015     2014     2013  

Fixed maturity AFS securities

    $ 1,380        $ 3,753        $ (5,103

Equity securities

          350        30        171   

Mortgage loans on real estate

    313        (1,997     (2

Adjustment related to VOBA

    (353     842        439   
 

 

 

   

 

 

   

 

 

 

Net realized investment gains (losses)

    $ 1,690        $ 2,628        $ (4,495
 

 

 

   

 

 

   

 

 

 

In 2015, 2014 and 2013 there were no impaired limited partnerships.

There were no impaired mortgage loans at December 31, 2015. There was one impaired mortgage loan during 2014 that was subsequently sold during 2014 for a ($1,997) realized loss. There were no impaired mortgage loans at December 31, 2013.

 

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OTTI

The following table sets forth the amount of credit loss impairments on fixed maturity securities held by the Company at the dates indicated, for which a portion of the OTTI loss was recognized in OCI, and the corresponding changes in such amounts for the years ended December 31:

 

    December 31,  

 

  2015     2014  

Balance at beginning of period

    $ (185     $         714   

Credit loss impairment recognized in the current period on securities not previously impaired

    1,764        -       

Additional credit loss impairments recognized in the current period on securities previously impaired through other comprehensive income

    109        104   

Accretion of credit loss impairments previously recognized

    (859     (1,003
 

 

 

   

 

 

 

Balance at end of period

    $ 829        $ (185
 

 

 

   

 

 

 

The components of OTTI reflected in the Statements of Income for the years ended December 31 were as follows:

 

 

  2015     2014     2013  

Gross OTTI losses on securities

    $ 1,873        $ 104        $ 743   

VOBA

    -            -            (35
 

 

 

   

 

 

   

 

 

 

Net OTTI losses recognized in income

    $ 1,873        $ 104        $ 708   
 

 

 

   

 

 

   

 

 

 

During 2015, the Company impaired its holding of a previously OCI impaired 2006 vintage residential mortgage backed security (“RMBS”), a previously OCI impaired 2007 vintage RMBS and a public non-convertible bond due to adverse changes in cash flows.

During 2014, the Company impaired its holding of a previously OCI impaired 2006 vintage RMBS and a previously OCI impaired 2007 vintage RMBS due to adverse changes in cash flows.

During 2013, the Company had an intent to sell an impaired corporate bond, two previously OCI impaired 2007 vintage RMBS and one 2006 vintage RMBS due to adverse changes in cash flows.

 

 

Note 4. VOBA, DAC, and DSI

 

VOBA

The change in the carrying amount of VOBA for the years ended December 31 was as follows:

 

 

          2015                     2014          

Balance at beginning of period

    $ 268,079        $ 284,602   

Amortization expense

    (22,478     (17,405

Unlocking

    114        6,565   

Adjustment related to realized gains on investments and OTTI

    (353     842   

Adjustment related to unrealized (gains) losses

    14,131        (6,525
 

 

 

   

 

 

 

Balance at end of period

    $ 259,493        $ 268,079   
 

 

 

   

 

 

 

The decrease in VOBA in 2015 was primarily driven by positive gross profits due to favorable performance of Separate Accounts during the year, which resulted in increased amortization. The decrease was partially offset by an increase in adjustments related to unrealized (gains) losses and OTTI on investments resulting from unrealized losses during the year as compared to 2014 which had unrealized gains.

 

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The estimated future amortization of VOBA from 2016 to 2020 is as follows:

 

2016

  $         22,425   

2017

    21,147   

2018

    19,721   

2019

    18,276   

2020

    17,047   

DAC

The change in the carrying amount of DAC for the year ended December 31 was as follows:

 

             2015                     2014          

Balance at beginning of period

    $ 41,127        $ 34,869   

Capitalization

    156        190   

Accretion (amortization)

    (2,310     3,690   

Unlocking

    (1,473     2,378   
 

 

 

   

 

 

 

Balance at end of period

    $ 37,500        $ 41,127   
 

 

 

   

 

 

 

The decrease in DAC in 2015 was primarily driven by amortization from positive gross profits. The increase in DAC in 2014 was driven by negative gross profits from the increase in fair value reserves.

DSI

The change in the carrying amount of DSI for the year ended December 31 was as follows:

 

             2015                     2014          

Balance at beginning of period

    $ 9,351        $ 7,544   

Capitalization

    22        27   

Accretion (amortization)

    (521     917   

Unlocking

    (335     863   
 

 

 

   

 

 

 

Balance at end of period

    $ 8,517        $ 9,351   
 

 

 

   

 

 

 

The decrease in DSI in 2015 was primarily driven by positive gross profits due to favorable performance of Separate Accounts during the year which resulted in increased amortization. The change in unlocking was due to change assumption updates during 2015 when compared to 2014.

 

 

Note 5. Variable Contracts Containing Guaranteed Benefits

 

Variable Annuity Contracts Containing Guaranteed Benefits

Prior to 2009, the Company issued variable annuity contracts in which the Company may have contractually guaranteed to the contract owner a guaranteed minimum death benefit (“GMDB”) and/or an optional guaranteed living benefit provision. The living benefit provisions offered by the Company included a guaranteed minimum income benefit (“GMIB”) and a GMWB. Information regarding the general characteristics of each guaranteed benefit type is provided below:

 

   

In general, contracts containing GMDB provisions provide a death benefit equal to the greater of the GMDB or the contract value. Depending on the type of contract, the GMDB may equal: (1) contract deposits accumulated at a specified interest rate, (2) the contract value on specified contract anniversaries, (3) return of contract deposits, or (4) some combination of these benefits. Each benefit type is reduced for contract withdrawals.

 

   

In general, contracts containing GMIB provisions provide the option to receive a guaranteed future income stream upon annuitization. There is a waiting period of ten years from contract issue that must elapse before the GMIB provision can be exercised.

 

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Contracts containing GMWB provisions provide the contract owner the ability to withdraw minimum annual payments regardless of the impact of market performance on the contract owner’s account value. In general, withdrawal percentages are based on the contract owner’s age at the time of the first withdrawal.

The Company had the following variable annuity contracts containing guaranteed benefits at December 31:

 

      GMDB         GMIB         GMWB    

2015

                 

Net amount at risk (a)

    $       839,586        $ 21,371        $       8,912   

Average attained age of contract owners

    71        66        75   

Weighted average period remaining until expected annuitization

    N/A        1.7 Years        N/A   

2014

                 

Net amount at risk (a)

    $ 717,444        $       9,511        $ 3,861   

Average attained age of contract owners

    72        66        74   

Weighted average period remaining until expected annuitization

    N/A        1.7 Years        N/A   

 

(a)

Net amount at risk for GMDB is defined as the current GMDB in excess of the contract owners’ account balance at the Balance Sheet date. Net amount at risk for GMIB is defined as the present value of the minimum guaranteed annuity payments available to the contract owner in excess of the contract owners’ account balance at the Balance Sheet date. Net amount at risk for GMWB is defined as the difference between the maximum amount payable under the guarantee and the contract owners’ account balance at the Balance Sheet date. The definition for net amount at risk on GMWB was changed to be in compliance with the industry definition. The net amount at risk for GMWB at December 31, 2014 was corrected from $119,712 to $3,861 to reflect this updated definition.

The Company records liabilities for contracts containing GMDB and GMIB as a component of future policy benefits in the Balance Sheets and changes in the liabilities are included as a component of policy benefits in the Statements of Income. The GMDB and GMIB liabilities are determined by projecting future expected guaranteed benefits under multiple scenarios for returns on Separate Accounts assets. The Company uses estimates for mortality and policyholder behavior assumptions based on actual and projected experience for each contract type. These estimates are consistent with the estimates used in the calculation of DAC. The Company regularly evaluates the estimates used and adjusts the GMDB and/or GMIB liability balances with a related charge or credit to earnings (“unlocking”), if actual experience or evidence suggests that earlier assumptions should be revised.

The changes in the variable annuity GMDB and GMIB liabilities for the years ended December 31 were as follows:

 

 

      GMDB           GMIB    

Balance, January 1, 2014

    $ 122,490        $ 63,804   

Guaranteed benefits incurred

    29,372        11,655   

Guaranteed benefits paid

    (27,516     (1,261

Unlocking

    (12,251     (4,423
 

 

 

   

 

 

 

Balance, December 31, 2014

    112,095        69,775   

Guaranteed benefits incurred

    26,864        11,919   

Guaranteed benefits paid

    (25,063     (1,198

Unlocking

    17,482        14,552   
 

 

 

   

 

 

 

Balance, December 31, 2015

    $       131,378        $       95,048   
 

 

 

   

 

 

 

The change in the liability was primarily driven by favorable unlocking do to updated policyholder assumption during 2015 when compared to 2014.

 

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At December 31, contract owners’ account balances by mutual fund class by guaranteed benefit provisions were comprised as follows:

 

     Equity      Bond      Balanced      Money
Market
     Total  

2015

                                  

GMDB only

     $ 1,313,314         $ 459,890         $ 367,161         $ 125,174         $ 2,265,539   

GMDB and GMIB

     831,162         273,085         105,572         169,148         1,378,967   

GMDB and GMWB

     299,298         117,689         1,876         108,445         527,308   

GMWB only

     124,192         47,519         1,239         43,771         216,721   

GMIB only

     75,495         24,642         1,587         32,336         134,060   

No guaranteed benefit

     16,060         5,600         610         12,906         35,176   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $     2,659,521         $     928,425         $     478,045         $     491,780         $     4,557,771   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

2014

                                  

GMDB only

     $     1,526,652         $     508,580         $     421,177         $     146,636         $     2,603,045   

GMDB and GMIB

     963,229         273,678         130,170         222,413         1,589,490   

GMDB and GMWB

     350,195         106,693         2,712         154,544         614,144   

GMWB only

     144,587         43,950         1,805         62,323         252,665   

GMIB only

     88,566         23,688         1,840         42,583         156,677   

No guaranteed benefit

     17,657         4,887         585         14,153         37,282   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $     3,090,886         $     961,476         $     558,289         $     642,652         $     5,253,303   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Variable Life Contracts Containing Guaranteed Benefits

The Company has issued variable life contracts in which the Company contractually guarantees to the contract owner a GMDB. In general, contracts containing GMDB provisions provide a death benefit equal to the amount specified in the contract regardless of the level of the contract’s account value.

At December 31, contract owners’ account balances by mutual fund class for contracts containing GMDB provisions were distributed as follows:

 

 

  2015     2014  

Balanced

    $ 608,486        $ 671,430   

Equity

    533,700        578,149   

Bond

    135,117        154,326   

Money Market

    105,591        114,161   
 

 

 

   

 

 

 

Total

    $       1,382,894        $       1,518,066   
 

 

 

   

 

 

 

 

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Note 6. Income Taxes

 

The following is a reconciliation of the provision for income taxes based on income (loss) before federal income taxes, computed using the federal statutory rate versus the reported provision for income taxes for the years ended December 31:

 

 

  2015     2014     2013  

Provisions for income taxes computed at Federal statutory rate (35%)

  $ 3,129      $ 13,635      $ (48,278

Increase (decrease) in income taxes resulting from:

     

Dividend received deduction

    (6,622     (7,861     (8,960

Tax credits

    (302     (416     (520

Valuation allowance on deferred tax assets

    (1,497     (510     133,499   

Provision to return adjustment

    498        558        (1,740

State taxes (benefits)

    (287     (92     2,082   

Unrecognized tax benefits

    363        110        283   
 

 

 

   

 

 

   

 

 

 

Income tax provision

    $         (4,718     $         5,424        $         76,366   
 

 

 

   

 

 

   

 

 

 

The effective tax rate was not meaningful for the twelve months ended December 31, 2015, 2014, and 2013. Differences between the effective rate and the U.S. statutory rate of 35% principally were the result of Separate Accounts dividends-received deduction (“DRD”) and the valuation allowance on net operating loss carryforward.

The Company provides for deferred income taxes resulting from temporary differences that arise from recording certain transactions in different years for income tax reporting purposes than for financial reporting purposes. The asset and liability method requires that deferred taxes be adjusted to reflect the tax rates at which future taxable amounts will be settled or realized. The Company provides for federal income taxes based on amounts it believes it will ultimately owe. Inherent in the provision for federal income taxes are estimates regarding the realization of certain tax deductions and credits.

Deferred tax assets and liabilities at December 31 were as follows:

 

    December 31,  

 

  2015     2014  

Deferred tax assets

   

Tax DAC

    $ 29,634        $ 44,525   

Net operating and capital loss carry forward

    210,363        184,806   

Intangible assets

    34,942        40,355   

Policy holder reserves

    22,955        39,840   

Tax credits

    13,084        12,790   

Other

    1,528        1,652   
 

 

 

   

 

 

 

Total deferred tax assets

    312,506        323,968   

Valuation allowance

    (130,946     (113,406
 

 

 

   

 

 

 

Net deferred tax assets

    181,560        210,562   
 

 

 

   

 

 

 

Deferred tax liabilities

   

Book DAC and VOBA

    109,789        115,270   

Policy holder reserves

    26,740        31,440   

Investments

    45,139        68,686   
 

 

 

   

 

 

 

Total deferred tax liabilities

    181,668        215,396   
 

 

 

   

 

 

 

Total net deferred tax asset (liability)

    $             (108     $             (4,834
 

 

 

   

 

 

 

 

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The provision for income tax expense (benefit) consists of the following for the years ended:

 

    December 31,  

 

  2015     2014     2013  

Current federal income tax expense (benefit)

    $ -            $ 181        $ (61

Current state income tax expense

    9        -            158   

Deferred federal income tax expense (benefit)

    (4,275     5,385        73,218   

Deferred state income tax expense (benefit)

    (452     (142     3,051   
 

 

 

   

 

 

   

 

 

 

Total income tax expense (benefit)

    $         (4,718     $          5,424        $            76,366   
 

 

 

   

 

 

   

 

 

 

The provision for income tax asset/(liability) consists of the following for the periods ending December 31:

 

        December 31,  
     2015     2014  

Current federal income tax liability

      $ (179     $ (179

Current state income tax liability

      (287     (96

Deferred federal income tax liability

      (1,620     (5,895

Deferred state income tax asset

      1,512        1,061   
   

 

 

   

 

 

 

Net income tax payable

      $           (574     $            (5,109
   

 

 

   

 

 

 

At December 31, 2015 and December 31, 2014, the Company has a tax valuation allowance for deferred tax assets of $130,946 and $113,406, respectively (this includes losses that are anticipated to be used in the consolidated group to reflect the income statement impact of the losses that wouldn’t be used if filing separately). At December 31, 2013, management determined that deferred tax assets on the net operating loss carryforward and other assets were not more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax-planning strategies in making the assessment.

The Company has analyzed all material tax positions under the guidance of ASC 740, Income Taxes, related to the accounting for uncertainty in income tax, and determined there were tax benefits of $3,404 (gross $9,727) and $3,041 (gross $8,689), respectively, that should not be recognized at December 31, 2015 and December 31, 2014, which primarily relate to uncertainty regarding the sustainability of certain deductions taken on the 2008 through 2014 U.S. Federal income tax returns. To the extent these unrecognized tax benefits are ultimately recognized, they will impact the effective tax rate in a future period. It is not anticipated that the total amounts of unrecognized tax benefits will significantly increase within twelve months of the reporting date.

The components of the change in the unrecognized tax benefits were as follows:

 

    December 31,  

  

  2015     2014  

Balance at beginning of period

    $ 3,041        $ 2,931   

Additions for tax positions of prior years

    363        110   

Additions for tax positions of current year

    293        -       

Reductions for tax positions of current year

    (293     -       
 

 

 

   

 

 

 

Balance at end of period

    $              3,404        $               3,041   
 

 

 

   

 

 

 

At December 31, 2015 and 2014, the Company had an operating loss carryforward for federal income tax purposes of $577,762 (net of the ASC 740 reduction of $9,727) and $505,102 (net of the ASC 740 reduction of $8,689), respectively, with a carryforward period of fifteen years that expire at various dates up to 2030. At December 31, 2015 and 2014, the Company had a capital loss carryforward of $84 and $2,468, respectively, for federal income tax purposes with a carryforward period of five years that will expire in 2018. At December 31, 2015 and 2014, the Company had a foreign tax credit carryforward of $8,869 and $8,574, respectively, with a carryforward period of ten years that will expire at various dates up to 2025. Also, the Company has an Alternative Minimum Tax credit carryforward for federal income tax purposes of $4,216 at December 31, 2015 and 2014, with an indefinite carryforward period.

 

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The Company classifies interest and penalties related to income taxes as interest expense and penalty expense, respectively. The Company did not recognize any penalties in its financial statements at December 31, 2015 and 2014. The Company recognized interest (income) expense of $86 at December 31, 2015 and less than ($1), at December 31 2014 and 2013, respectively.

The Company records taxes on a separate company basis. Effective January 1, 2013 for federal income tax purposes the Company joined in a consolidated income tax return filing with its direct parent, AUSA, and its indirect parent, Transamerica Corporation, and other affiliated companies. The method of allocation between the companies is subject to a written tax allocation agreement. Under the terms of the agreement, taxes are payable to or receivable from Transamerica Corporation in amounts that would result had the Company filed a separate tax return with taxing authorities. Any tax differences between the Company’s separately calculated provision and cash flows attributable to benefits from consolidation have been recognized as capital contributions from Transamerica Corporation. As of December 31, 2015 and 2014, the Company recognized capital contributions from Transamerica Corporation in connection with the tax allocation agreement in the amount of $68,492 and $179,029, respectively. Intercompany income tax balances are settled within thirty days of payment to or filing with the Internal Revenue Service.

The Company filed a separate federal income tax return for the years 2008 through 2012. The Company was part of the consolidated tax return for 2013 and 2014. An examination by the Internal Revenue Service is in progress for the years 2011 through 2013. The Company believes that there are adequate defenses against or sufficient provisions established related to any open or contested tax positions. A consolidated tax return has not been filed for 2015.

 

 

Note 7. Accumulated Other Comprehensive Income

 

The following table presents the change in accumulated other comprehensive income by component for the years ended December 31:

 

     2015  
    Unrealized Holding
Gains  (Losses) on
AFS Securities
    Unrealized Holding
Gains  (Losses) on
Cash Flow Hedges
    OCI Adjustments  for
Policy holder liabilities,
VOBA, and Deferred Tax
    Total (a)  

Beginning balance

  $ 164,221      $ 2,296      $ (57,275   $             109,242   

OCI before reclassifications

    (70,077     1,807        14,131        (54,139

Amounts reclassified from AOCI

    1,389        99        -            1,488   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net current period OCI

    (68,688     1,906        14,131        (52,651
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 95,533      $ 4,202      $ (43,144   $ 56,591   
 

 

 

   

 

 

   

 

 

   

 

 

 
     2014  
     Unrealized Holding
Gains  (Losses) on
AFS Securities (a)
    Unrealized Holding
Gains  (Losses) on
Cash Flow Hedges (a)
    OCI Adjustments  for
Policy holder liabilities,
VOBA, and Deferred Tax
    Total (a)  

Beginning balance

  $ 88,640      $ 1,813      $ (50,750   $ 39,703   

OCI before reclassifications

    75,196        (278     (6,525     68,393   

Amounts reclassified from AOCI

    385        761        -            1,146   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net current period OCI

    75,581        483        (6,525     69,539   
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 164,221      $ 2,296      $ (57,275   $ 109,242   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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     2013  
     Unrealized Holding
Gains (Losses) on
AFS Securities (a)
    Unrealized Holding
Gains (Losses) on
Cash Flow Hedges (a)
    OCI Adjustments for
Policy holder liabilities,
VOBA, and  Deferred Tax
    Total (a)  

Beginning balance

  $ 212,660        -          $ (115,950   $             96,710   

OCI before reclassifications

    (101,172     1,756        65,200        (34,216

Amounts reclassified from AOCI

    (22,848     57        -            (22,791
 

 

 

   

 

 

   

 

 

   

 

 

 

Net current period OCI

    (124,020     1,813        65,200        (57,007
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 88,640      $ 1,813      $ (50,750   $ 39,703   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

All amounts are net of tax.

The following table presents the reclassifications out of accumulated other comprehensive income for the years ended December 31:

 

    

 

Amount Reclassified from AOCI

   

Affected Line Item in the

Statement Where Net Income is
Presented

AOCI Components

          2015                     2014                     2013            

Unrealized holding gains (losses) on AFS securities

       

Available-for-sale securities

  $ 484      $ (281   $ 23,204      Net realized investment gains (losses)
    (1,873     (104     (356   Portion of OTTI previously recognized in OCI
 

 

 

   

 

 

   

 

 

   
    (1,389     (385     22,848      Total before tax
    -            -            8,111      Tax expense (benefit)
 

 

 

   

 

 

   

 

 

   
  $ (1,389   $ (385   $ 14,737      Net of tax
 

 

 

   

 

 

   

 

 

   

Unrealized holding losses on cash flow hedges

       

Interest rate swaps

  $ (99   $ (761   $ (57   Net investment income
 

 

 

   

 

 

   

 

 

   
    (99     (761     (57   Total before tax
    -            -            (20   Tax benefit
 

 

 

   

 

 

   

 

 

   
  $ (99   $ (761     (37   Net of tax
 

 

 

   

 

 

   

 

 

   

Total amounts reclassified from AOCI

  $ (1,488   $ (1,146   $ 14,700     
 

 

 

   

 

 

   

 

 

   

 

 

Note 8. Stockholder’s Equity and Statutory Accounting Principles

 

The Company’s statutory financial statements are presented on the basis of accounting practices prescribed or permitted by the Insurance Department of the State of Arkansas. The State of Arkansas has adopted the National Association of Insurance Commissioners’ (“NAIC”) statutory accounting principles as the basis of its statutory accounting principles.

The Company’s statutory net income (loss) for the years ended December 31, 2015, 2014, and 2013 was ($24,119) $201,479, and $196,612, respectively.

Statutory capital and surplus at December 31, 2015 and 2014 was $790,252 and $912,090, respectively. At December 31, 2015 and 2014, approximately $79,025 and $309,501, respectively, of stockholder’s equity was available for dividend distribution that would not require approval by the Arkansas Insurance Department, subject to the availability of unassigned surplus. During 2015, the Company paid a $100,000 return of capital and received $68,492 in capital contributions to or from AUSA. During 2014, the Company paid a $100,000 dividend and received $179,029 in capital contributions to or from AUSA.

The NAIC utilizes the Risk Based Capital (“RBC”) adequacy monitoring system. The RBC calculates the amount of adjusted capital that a life insurance company should have based upon that company’s risk profile. At December 31, 2015 and 2014, based on the RBC formula, the Company’s total adjusted capital levels were significantly above the minimum amount of capital required to avoid regulatory action.

 

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The Company is currently undergoing a financial examination by the Insurance Department of the State of Arkansas for the period January 1, 2010 through December 31, 2014. The examination is expected to be completed in June 2016.

 

 

Note 9. Reinsurance

 

In the normal course of business, the Company seeks to limit its exposure to loss on any single insured life and to recover a portion of benefits paid by ceding mortality risk to other insurance enterprises or reinsurers under indemnity reinsurance agreements, primarily quota share coverage and coinsurance agreements. The maximum amount of mortality risk retained by the Company is approximately $1,000 on single and joint life policies.

Indemnity reinsurance agreements do not relieve the Company from its obligations to contract owners. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company regularly evaluates the financial condition of its reinsurers so as to minimize its exposure to significant losses from reinsurer insolvencies. At December 31, 2015 and 2014, net reinsurance receivable was $68 and net reinsurance payable was ($49), respectively. The Company did not have a reinsurance reserve at December 31, 2015 and 2014.

At December 31, 2015, the Company had the following life insurance in force:

 

      Gross
amount
     Ceded to
other
companies
     Assumed
from other
companies
     Net amount      Percentage
of amount
assumed to
net
 

Life insurance inforce

     $     4,959,237         $     188,984         $               883         $      4,771,136         0.02

In addition, the Company seeks to limit its exposure to guaranteed benefit features contained in certain variable annuity contracts. Specifically, the Company reinsures certain GMIB and a GMDB provision to the extent reinsurance capacity is available in the marketplace. At December 31, 2015, 34% ($520,326) and 4% ($182,378) of the account value for variable annuity contracts containing GMIB and GMDB provisions, respectively, were reinsured. At December 31, 2014, 35% ($617,000) and 5% ($217,308) of the account value for variable annuity contracts containing GMIB and GMDB provisions, respectively, were reinsured.

 

 

Note 10. Related Party Transactions

 

At December 31, 2015, the Company had the following related party agreements in effect:

The Company is party to a common cost allocation service agreement between Transamerica Corporation companies in which various affiliated companies may perform specified administrative functions in connection with the operation of the Company, in consideration of reimbursement of actual costs of services rendered. During 2015, 2014 and 2013, the Company incurred $10,818, $9,690, and $10,751, respectively, in expenses under this agreement. Charges attributable to this agreement are included in insurance expenses and taxes, net of amounts capitalized.

The Company is party to intercompany short-term note receivable arrangements with its parent and affiliates at various times during the year. On June 19, 2015, the Company entered into an intercompany short-term note receivable with AUSA for $25,000 with an interest rate of 0.13% that is due on June 18, 2016. On June 27, 2014, the Company entered into an intercompany short-term note receivable with AUSA for $50,000 with an interest rate of 0.11% that was paid off in December 2014. On May 21, 2013, the Company entered into an intercompany short-term note receivable of $50,000 with an interest rate of 0.10% that was paid off in December 2013. During 2015, 2014 and 2013, the Company accrued and/or received $18, $27, and $29 of interest, respectively. Interest related to these arrangements is included in net investment income.

 

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AEGON USA Realty Advisors, LLC acts as the manager and administrator for the Company’s mortgage loans on real estate under an administrative and advisory agreement with the Company. Charges attributable to this agreement are included in net investment income. During 2015, 2014 and 2013, the Company incurred $149, $89, and $90, respectively, under this agreement. Mortgage loan origination fees are amortized into net investment income over the life of the mortgage loans. There were no mortgage loan origination fees during 2015, 2014 and 2013, respectively.

AEGON USA Investment Management, LLC acts as a discretionary investment manager under an investment management agreement with the Company. During 2015, 2014 and 2013, the Company incurred $1,709, $1,770, and $1,673, respectively, in expenses under this agreement. Charges attributable to this agreement are included in net investment income.

Transamerica Capital, Inc. provides underwriting and distribution services for the Company under an underwriting agreement. During 2015, 2014 and 2013, the Company incurred $30,356, $30,836 and $32,414, respectively, in expenses under this agreement. Charges attributable to this agreement are included in insurance expenses and taxes, net of amounts capitalized.

Transamerica Asset Management, Inc. acts as the investment advisor for certain related party funds in the Company’s Separate Accounts under multiple service agreements. During 2015, 2014 and 2013, the Company incurred $361, $406, and $410, respectively, in expenses under this agreement. Charges attributed to these agreements are included in insurance expenses and taxes, net of amounts capitalized.

The Company has a participation agreement with Transamerica Series Trust to offer certain funds in the Company’s Separate Accounts. Transamerica Capital, Inc. acts as the distributor for said related party funds. The Company has entered into a distribution and shareholder services agreement for certain of the said funds. During 2015, 2014 and 2013, the Company received $2,381, $2,584, and $1,873, respectively, in revenue under these agreements. Revenue attributable to this agreement is included in policy charge revenue.

The Company purchases and sells investments from/to various affiliated companies. The investments are purchased and sold using the fair value on the date of the acquisition or disposition. The purchasing and selling of investments between affiliated companies for the years ended December 31, were as follows:

 

    2015     2014     2013  

Investments purchased from affiliates:

                 

AFS fixed maturities

    $   30,356        $ 137,281        $ -       

Mortgages

    4,000        -            -       

Limited partnerships

    -            60,000        -       

Derivatives

    -            -            15,097   

Investments sold to affiliates:

                 

AFS fixed maturities

    $ 24,878        $ 24,844        $ 1,698   

Mortgage loans on real estate

    -            2,038        -       

Derivatives

    82        -            -       

While management believes that the service agreements referenced above are calculated on a reasonable basis, they may not necessarily be indicative of the costs that would have been incurred with an unrelated third party. Affiliated agreements generally contain reciprocal indemnity provisions pertaining to each party’s representations and contractual obligations thereunder.

 

 

Note 11. Commitments and Contingencies

 

State insurance laws generally require that all life insurers who are licensed to transact business within a state become members of the state’s life insurance guaranty association. These associations have been established for the protection of contract owners from loss (within specified limits) as a result of the insolvency of an insurer. At the time insolvency occurs, the guaranty association assesses the remaining members of the association an amount sufficient to satisfy the insolvent insurer’s contract owner obligations (within specified limits). The Company has utilized public information to estimate the future assessments it will incur as a result of life insurance company insolvencies. At December 31, 2015 and 2014, the Company’s estimated liability for future guaranty fund

 

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assessments was $144. If future insolvencies occur, the Company’s estimated liability may not be sufficient to fund these insolvencies and the estimated liability may need to be adjusted. The Company regularly monitors public information regarding insurer insolvencies and adjusts its estimated liability as appropriate. In addition, the Company has a receivable for future premium tax deductions of $4,240 and $4,473 at December 31, 2015 and 2014, respectively.

In the normal course of business, the Company is subject to various claims and assessments. Management believes the settlement of these matters would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

 

Note 12. Segment Information

 

In reporting to management, the Company’s operating results are categorized into two business segments: Annuity and Life Insurance. The Company’s Annuity segment consists of variable annuity and interest-sensitive annuity contracts. The Company’s Life Insurance segment consists of variable life insurance and interest-sensitive life insurance contracts. The accounting policies of the business segments are the same as those for the Company’s financial statements included herein. All revenue and expense transactions are recorded at the contract level and accumulated at the business segment level for review by management. The following tables summarize each business segment’s contribution to select Statements of Income information for the years ended December 31:

 

    Annuity     Life
Insurance
    Total  

2015

                 

Net revenues (a)

    $ 114,666        $ 73,583        $ 188,249   

Amortization of VOBA

    8,110        14,254        22,364   

Policy benefits (net of reinsurance recoveries)

    68,984        36,262        105,246   

Income tax expense (benefit)

    (9,297     4,579        (4,718

Net income

    (717     14,375        13,658   

2014

                 

Net revenues (a)

    $ 91,381        $ 75,346        $ 166,727   

Amortization of VOBA

    928        9,912        10,840   

Policy benefits (net of reinsurance recoveries)

    38,893        38,984        77,877   

Income tax expense (benefit)

    (2,796     8,220        5,424   

Net income

    19,224        14,309        33,533   

2013

                 

Net revenues (a)

    $ (96,213     $  73,646        $ (22,567

Amortization of VOBA

    34        4,736        4,770   

Policy benefits (net of reinsurance recoveries)

    6,421        40,451        46,872   

Income tax expense

    62,353        14,013        76,366   

Net Income (loss)

    (224,439     10,137        (214,302

 

(a)

Net revenues include total revenues net of interest credited to policyholder liabilities.

 

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The following tables represent select Balance Sheet information at December 31:

 

    Total Assets     Total
Policyholder
Liabilities
 

2015

           

Annuity

    $ 6,396,511        $ 609,363   

Life Insurance

    2,769,424        1,096,829   
 

 

 

   

 

 

 

Total

    $ 9,165,935        $ 1,706,192   
 

 

 

   

 

 

 

2014

           

Annuity

    $ 7,181,270        $ 584,370   

Life Insurance

    2,988,805        1,138,164   
 

 

 

   

 

 

 

Total

    $     10,170,075        $ 1,722,534   
 

 

 

   

 

 

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Transamerica Advisors Life Insurance Company
   

(Registrant)

Date: April 14, 2016

 

By:

 

/s/ David Hopewell

   

David Hopewell

   

Chief Financial Officer, Vice President, Treasurer and

   

Corporate Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signatures

      

Title

 

Date

*

Blake S. Bostwick

     Director and President  

April 14, 2016

*

Mark W. Mullin

     Director  

April 14, 2016

*

C. Michiel van Katwijk

     Director  

April 14, 2016

*

Jay Orlandi

     Director, Senior Vice President, Secretary and General Counsel  

April 14, 2016

*

David Schulz

     Director, Vice President Tax  

April 14, 2016

*

Katherine A. Schulze

     Director, Chief Compliance Officer, Deputy General Counsel   April 14, 2016

/s/ Alison Ryan

      

Alison Ryan

     Vice President, Assistant Secretary and Associate General Counsel   April 14, 2016

*By Alison Ryan - Attorney-in-Fact pursuant to Powers of Attorney.

 

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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report covering the Registrant’s last fiscal year or proxy materials has been or will be sent to Registrant’s security holder.

 

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EXHIBIT INDEX

 

Exhibit
No.

  

Description

        

Location

  2.1

   Merrill Lynch Life Insurance Company Board of Directors Resolution in Connection with the Merger between Merrill Lynch Life Insurance Company and Tandem Insurance Group, Inc.       Incorporated by reference to Exhibit 2.1, filed September 5, 1991, as part of Post-Effective Amendment No. 4 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  2.2

   Plan and Agreement of Merger between Merrill Lynch Life Insurance Company and Tandem Insurance Group, Inc.       Incorporated by reference to Exhibit 2.1a, filed September 5, 1991, as part of Post-Effective Amendment No. 4 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  3.1

   Articles of Amendment, Restatement and Redomestication of the Articles of Incorporation of Merrill Lynch Life Insurance Company       Incorporated by reference to Exhibit 6(a) to Post- Effective Amendment No. 10 to Merrill Lynch Life Variable Annuity Separate Account A’s registration statement on Form N-4, File No. 33-43773, filed December 10, 1996.

  3.2

   Articles of Amendment of the Articles of Incorporation of Merrill Lynch Life Insurance Company       Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-34192, 333-133223, and 333-133225, filed August 12, 2010.

  3.3

   Amended By-Laws of Transamerica Advisors Life Insurance Company       Incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-34192, 333-133223, and 333-133225, filed August 12, 2010.

  4.1

   Group Modified Guaranteed Annuity Contract, ML-AY- 361       Incorporated by reference to Exhibit 4.1, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.2

   Individual Certificate, ML-AY-362       Incorporated by reference to Exhibit 4.2, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.2a

   Individual Certificate, ML-AY-362 KS       Incorporated by reference to Exhibit 4.2a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.2b

   Individual Certificate, ML-AY-378       Incorporated by reference to Exhibit 4.2b, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.2c

   Modified Guaranteed Annuity Contract       Incorporated by reference to Exhibit 4(a), filed August 18, 1997, as part of the Registrant’s registration statement on Form S-3, File No. 333-33863.

  4.3

   Individual Tax-Sheltered Annuity Certificate, ML-AY- 372       Incorporated by reference to Exhibit 4.3, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.3a

   Individual Tax-Sheltered Annuity Certificate, ML-AY- 372 KS       Incorporated by reference to Exhibit 4.3a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

 

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  4.4

   Qualified Retirement Plan Certificate, ML-AY-373       Incorporated by reference to Exhibit 4.4 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.4a

   Qualified Retirement Plan Certificate, ML-AY-373 KS       Incorporated by reference to Exhibit 4.4a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.5

   Individual Retirement Annuity Certificate, ML-AY-374       Incorporated by reference to Exhibit 4.5 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.5a

   Individual Retirement Annuity Certificate, ML-AY-374 KS       Incorporated by reference to Exhibit 4.5a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.5b

   Individual Retirement Annuity Certificate, ML-AY-375 KS       Incorporated by reference to Exhibit 4.5b, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.5c

   Individual Retirement Annuity Certificate, ML-AY-379       Incorporated by reference to Exhibit 4.5c, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.6

   Individual Retirement Account Certificate, ML-AY-375       Incorporated by reference to Exhibit 4.6, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.6a

   Individual Retirement Account Certificate, ML-AY-380       Incorporated by reference to Exhibit 4.6a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.7

   Section 457 Deferred Compensation Plan Certificate, ML-AY-376       Incorporated by reference to Exhibit 4.7 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.7a

   Section 457 Deferred Compensation Plan Certificate, ML-AY-376 KS       Incorporated by reference to Exhibit 4.7a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.8

   Tax-Sheltered Annuity Endorsement, ML-AY-366       Incorporated by reference to Exhibit 4.8 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.8a

   Tax-Sheltered Annuity Endorsement, ML-AY-366 190       Incorporated by reference to Exhibit 4.8a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

 

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  4.8b

   Tax-Sheltered Annuity Endorsement, ML-AY-366 1096       Incorporated by reference to Exhibit 4(h)(3), filed March 27, 1997, as part of Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form S-1, File No. 33-58303.

  4.9

   Qualified Retirement Plan Endorsement, ML-AY-364       Incorporated by reference to Exhibit 4.9 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.10

   Individual Retirement Annuity Endorsement, ML-AY- 368       Incorporated by reference to Exhibit 4.10 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.10a

   Individual Retirement Annuity Endorsement, ML-AY- 368 190       Incorporated by reference to Exhibit 4.10a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.10b

   Individual Retirement Annuity Endorsement, ML-009       Incorporated by reference to Exhibit 4(j)(3) to Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-60290, filed March 31, 1994.

  4.10c

   Individual Retirement Annuity Endorsement       Incorporated by reference to Exhibit 4(b) to Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-3, File No. 333-33863, filed October 31, 1997.

  4.11

   Individual Retirement Account Endorsement, ML-AY- 365       Incorporated by reference to Exhibit 4.11 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.11a

   Individual Retirement Account Endorsement, ML-AY- 365 190       Incorporated by reference to Exhibit 4.11a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.12

   Section 457 Deferred Compensation Plan Endorsement, ML-AY-367       Incorporated by reference to Exhibit 4.12 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.12a

   Section 457 Deferred Compensation Plan Endorsement, ML-AY-367 190       Incorporated by reference to Exhibit 4.12a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.13

   Qualified Plan Endorsement, ML-AY-369      

Incorporated by reference to Exhibit 4.13 to the Registrant’s registration statement on Form S-1, File

No. 33-26322, filed January 3, 1989.

  4.13a

   Qualified Plan Endorsement, ML-AY-448       Incorporated by reference to Exhibit 4.13a, filed March 9, 1990, as part of Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.13b

   Qualified Plan Endorsement       Incorporated by reference to Exhibit 4(c), filed October 31, 1997, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-3, File No. 333-33863.

 

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  4.14

   Application for Group Modified Guaranteed Annuity Contract       Incorporated by reference to Exhibit 4.14 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.15

   Annuity Application for Individual Certificate Under Modified Guaranteed Annuity Contract       Incorporated by reference to Exhibit 4.15 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

  4.15a

   Application for Modified Guaranteed Annuity Contract       Incorporated by reference to Exhibit 4(d), filed August 18, 1997, as part of the Registrant’s registration statement on Form S-3, File No. 333-33863.

  4.16

   Form of Company Name Change Endorsement       Incorporated by reference to Exhibit 4.16, filed September 5, 1991, as part of Post-Effective Amendment No. 4 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

  4.17

   Group Modified Guarantee Annuity Contract       Incorporated by reference to Exhibit 4.(a)(2), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

  4.18

   Individual Contract       Incorporated by reference to Exhibit 4.(b)(4), filed December 7,1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

  4.19

   Individual Tax-Sheltered Annuity Certificate       Incorporated by reference to Exhibit 4.(c)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

  4.20

   Qualified Retirement Plan Certificate       Incorporated by reference to Exhibit 4.(d)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

  4.21

   Individual Retirement Annuity Certificate       Incorporated by reference to Exhibit 4.(e)(5), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

  4.22

   Individual Retirement Account Certificate       Incorporated by reference to Exhibit 4.(f)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

  4.23

   Section 457 Deferred Compensation Plan Certificate       Incorporated by reference to Exhibit 4,(g)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

  4.24

   Qualified Plan Endorsement       Incorporated by reference to Exhibit 4.(m)(3), filed December 7, 1994, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-60290.

 

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  4.25

   Form of Group Fixed Contingent Annuity Contract.       Incorporated by reference to Exhibit 4(i) to the Registrant’s Registration Statement on Form S-3, File No 333-177282, filed October 13, 2011.

  4.26

   Form of Group Fixed Contingent Annuity Certificate.       Incorporated by reference to Exhibit 4(ii) to the Registrant’s Registration Statement on Form S-3, File No 333-177282, filed October 13, 2011.

10.1

   Management Services Agreement between Family Life Insurance Company and Merrill Lynch Life Insurance Company       Incorporated by reference to Exhibit 10.1 to the Registrant’s registration statement on Form S-1, File No. 33-26322, filed January 3, 1989.

10.2

   General Agency Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life Agency, Inc.       Incorporated by reference to Exhibit 10.2, filed February 23, 1989, as part of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

10.3

   Service Agreement among Merrill Lynch Insurance Group, Family Life Insurance Company and Merrill Lynch Life Insurance Company       Incorporated by reference to Exhibit 10.3, filed March 13, 1991, as part of Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

10.3a

   Amendment to Service Agreement among Merrill Lynch Insurance Group, Family Life Insurance Company and Merrill Lynch Life Insurance Company       Incorporated by reference to Exhibit 10(c)(2) to Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-1, File No. 33- 60290, filed March 31, 1994.

10.4

   Indemnity Reinsurance Agreement between Merrill Lynch Life Insurance Company and Family Life Insurance Company       Incorporated by reference to Exhibit 10.4, filed March 13, 1991, as part of Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

10.5

   Assumption Reinsurance Agreement Between Merrill Lynch Life Insurance Company, Tandem Insurance Group, Inc. and Royal Tandem Life Insurance Company and Family Life Insurance Company       Incorporated by reference to Exhibit 10.6, filed April 24, 1991, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

10.6

   Amended General Agency Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life Agency, Inc.       Incorporated by reference to Exhibit 10(g) to the Registrant’s registration statement on Form S-1, File No. 33-46827, filed March 30, 1992.

10.7

   Indemnity Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life Agency, Inc.       Incorporated by reference to Exhibit 10(h) to the Registrant’s registration statement on Form S-1, File No. 33-46827, filed March 30, 1992.

10.8

   Management Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Asset Management, Inc.       Incorporated by reference to Exhibit 10(i) to the Registrant’s registration statement on Form S-1, File No. 33-46827, filed March 30, 1992.

10.9

   Amendment No. 1 to Indemnity Reinsurance Agreement between Family Life Insurance Company and Merrill Lynch Life Insurance Company       Incorporated by reference to Exhibit 10.5, filed April 24, 1991, as part of Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form S-1, File No. 33-26322.

10.10

   Insurance Administrative Services Agreement between Merrill Lynch Life Insurance Company and Liberty Insurance Services Corporation.       Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, filed March 30, 2005.

10.11

   Master Distribution Agreement between Merrill Lynch Insurance Group, Inc., Merrill Lynch & Co., Inc., and AEGON USA, Inc.       Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, File No. 33-26322, filed January 4, 2008.

 

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10.12

   Wholesaling Agreement between Merrill Lynch Life Insurance Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Transamerica Capital       Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 27, 2008.

10.13

   Selling Agreement between Merrill Lynch Life Insurance Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch Life Agency, Inc.       Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 27, 2008.

10.14

   Purchase Agreement between Merrill Lynch Insurance Group, Inc., Merrill Lynch & Co., Inc., and AEGON USA, Inc.       Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, File No. 33-26322, filed August 17, 2007.

10.15

   First Amendment to Purchase Agreement between Merrill Lynch Insurance Group, Inc., Merrill Lynch & Co., Inc., and AEGON USA, Inc.       Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, File No. 33-26322, filed January 4, 2008.

10.16

   Principal Underwriting Agreement between Transamerica Capital, Inc. and Merill Lynch Life Insurance Company.       Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 26, 2009.

10.17

   Amended and Restated Principal Underwriting Agreement between Transamerica Capital, Inc. and Transamerica Advisors Life Insurance Company.       Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 25, 2011.

10.18

   Investment Management Services Agreement among Transamerica Asset Management, Inc., Transamerica Advisors Life Insurance Company and Transamerica Advisors Life Insurance Company of New York.       Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K, File Nos. 33-26322, 33-46827, 33-52254, 33-60290, 33-58303, 333-33863, 333-133223, and 333-133225, filed March 25, 2011.

10.19

   Principal Underwriting Agreement by and between Transamerica Capital, Inc. and Transamerica Advisors Life Insurance Company.       Incorporated by reference to Exhibit 1 to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form S-3, File No. 333-177282, filed December 15, 2011.

10.20

   Administrative Services Agreement between ARIA Retirement Solutions, LLC and Transamerica Advisors Life Insurance Company.       Incorporated by reference to Exhibit 10 to Registrant’s Registration Statement on Form S-3, File No. 333-177282, filed October 13, 2011.

23.1

   Written consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.       Exhibit 23.1

23.2

   Written consent of Ernst & Young LLP, independent registered public accounting firm.       Exhibit 23.2

24.1

   Powers of Attorney for Blake S. Bostwick, David Schulz, Jay Orlandi, Katherine A. Schulze, Mark W. Mullin, Michiel van Katwijk.       Exhibit 24.1

31.1

   Certification by the Chief Executive Officer of the Registrant pursuant to Rule 15d-14(a).       Exhibit 31.1

31.2

   Certification by the Chief Financial Officer of the Registrant pursuant to Rule 15d-14(a).       Exhibit 31.2

32.1

   Certification by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       Exhibit 32.1

 

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32.2

   Certification by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       Exhibit 32.2

101.INS

   XBRL Instance Document.       Exhibit 101.INS

101.SCH

   XBRL Taxonomy Extension Schema.       Exhibit 101.SCH

101.CAL

   XBRL Taxonomy Extension Calculation Linkbase.       Exhibit 101.CAL

101.DEF

   XBRL Taxonomy Definition Linkbase.       Exhibit 101.DEF

101.LAB

   XBRL Taxonomy Extension Label Linkbase.       Exhibit 101.LAB

101.PRE

   XBRL Taxonomy Extension Presentation Linkbase.       Exhibit 101.PRE

 

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