Examination Report Of The Guardian Insurance And Annuity Company, Inc .
EXAMINATION REPORTOFTHE GUARDIAN INSURANCE AND ANNUITY COMPANY, INC.AS OFDECEMBER 31, 2015
TABLE OF CONTENTSSALUTATION . 1SCOPE OF EXAMINATION . 1SUMMARY OF SIGNIFICANT FINDINGS . 3COMPANY HISTORY . 3GENERAL . 3CAPITALIZATION . 3DIVIDENDS . 4MANAGEMENT AND CONTROL . 4DIRECTORS . 4OFFICERS . 5CORPORATE RECORDS . 5INSURANCE HOLDING COMPANY SYSTEM . 6AFFILIATED AGREEMENTS . 7TERRITORY AND PLAN OF OPERATION . 11PRODUCTS . 11PRODUCT DISTRIBUTION . 13REINSURANCE . 14FINANCIAL STATEMENTS. 15STATEMENT OF ASSETS. 16STATEMENT OF LIABILITIES, CAPITAL AND SURPLUS . 17STATEMENT OF OPERATIONS . 18RECONCILIATION OF CAPITAL AND SURPLUS FOR THE PERIOD FROM THE PRIOREXAMINATION . 19ANALYSIS OF CHANGES IN FINANCIAL STATEMENTS RESULTING FROM THEEXAMINATION . 20COMMENTS ON FINANCIAL STATEMENT ITEMS . 20SUBSEQUENT EVENTS. 26COMPLIANCE WITH PRIOR EXAMINATION RECOMMENDATIONS . 29SUMMARY OF RECOMMENDATIONS . 29CONCLUSION . 29i
SALUTATIONMay 19, 2017Honorable Trinidad NavarroCommissioner of InsuranceDelaware Department of InsuranceRodney Building841 Silver Lake BoulevardDover, Delaware 19904Commissioner:In compliance with instructions and pursuant to statutory provisions contained inCertificate of Authority No. 16.027, dated March 30, 2016, an examination has been made of theaffairs, financial condition and management ofTHE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.with its statutory home office located at 2711 Centerville Road, Suite 400, Wilmington,Delaware 19808. The examination was conducted at the principal administrative offices of TheGuardian Life Insurance Company of America located at 7 Hanover Square, New York, NewYork 10004. The report of examination thereon is respectfully submitted.SCOPE OF EXAMINATIONWe have performed our multi-state examination of The Guardian Insurance & AnnuityCompany, Inc. (the “Company”). The last examination of the Company covered the period ofJanuary 1, 2008 through December 31, 2011. This examination of the Company covers theperiod of January 1, 2012 through December 31, 2015.Our examination was conducted
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.concurrently with our examination of the Company’s affiliate, Park Avenue Life InsuranceCompany.We conducted our examination in accordance with the National Association ofInsurance Commissioners (NAIC) Financial Condition Examiners Handbook (Handbook).The NAIC Handbook requires that we plan and perform the examination to evaluate thefinancial condition, assess corporate governance, identify current and prospective risks of thecompany and evaluate system controls and procedures used to mitigate those risks.Anexamination also includes identifying and evaluating significant risks that could cause aninsurer’s surplus to be materially misstated both currently and prospectively.All accounts and activities of the Company were considered in accordance with the riskfocused examination process.This may include assessing significant estimates made bymanagement and evaluating management’s compliance with Statutory Accounting Principles.The examination does not attest to the fair presentation of the financial statements includedherein. If, during the course of the examination an adjustment is identified, the impact of suchadjustment will be documented separately following the Company’s financial statements.This examination report includes significant findings of fact, along with generalinformation about the insurer and its financial condition. There may be other items identifiedduring the examination that, due to their nature (e.g., subjective conclusions, proprietaryinformation, etc.), are not included within the examination report but separately communicatedto other regulators and/or the Company.During the course of this examination, consideration was given to work performed by theCompany’s external accounting firm, PricewaterhouseCoopers, LLP.papers have been incorporated into the examination work papers.2Certain auditor work
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.SUMMARY OF SIGNIFICANT FINDINGSThere were no significant findings or material changes to the Company’s financialstatements as a result of this examination.COMPANY HISTORYGeneralThe Company was originally incorporated on March 2, 1970, under the laws of the Stateof Delaware as a stock life insurance company authorized to transact the business of life, health,credit life, credit health, variable annuities and variable life insurance. The Company wasfounded by The Guardian Life Insurance Company of America (“The Guardian”) and remains itswholly owned subsidiary.The Guardian and its subsidiaries provide financial servicesthroughout the United States including a full range of insurance, investment, securitiesbrokerage, and other financial products and services. Principal products and services include:individual life and disability insurance; group life and health insurance; annuities; mutual funds;pension and retirement related investments and administration; and asset management andsecurities brokerage. Historically, The Guardian has predominately utilized the Company tomarket and underwrite variable deferred annuity contracts; fixed deferred and immediate annuitycontracts; variable life insurance policies; and Group 401(k) products.CapitalizationThe Company’s Certificate of Incorporation authorizes the issue of 20 thousand shares ofcommon stock with a par value of 125 per share. As of December 31, 2015, the Company had20 thousand common shares issued and outstanding totaling 2.5 million in common capitalstock. All outstanding common shares of the Company are owned by The Guardian. As of3
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.December 31, 2015, the Company reported gross paid-in and contributed surplus of 381.5million. The following chart summarizes the Company’s reported capital stock and gross paid-inand contributed surplus from the prior examination date to December 31, 2015.December 31, 2011ActivityDecember 31, 2015Capital Stock 2,500,000-Gross Paid-in &Contributed Surplus 174,500,000207,000,000 2,500,000 {1} 381,500,000Total Capital Stock andGross Paid-in &Contributed Surplus 177,000,000207,000,000 384,000,000{1}: Subsequent to the examination period, the Company received gross paid-in and contributedsurplus in the amount of 100 million from The Guardian on December 16, 2016.DividendsNo stockholder dividends were paid by the Company during the examination period.MANAGEMENT AND CONTROLDirectorsPursuant to the general Corporation Laws of the State of Delaware, as implemented bythe Company’s Certificate of Incorporation and bylaws, the business and affairs of the Companymust be exercised by, or under the authority of, its Board of Directors. The Company’s bylawsrequire its Board of Directors consist of not less than three members. Directors are electedannually by the sole shareholder for a term of one year. Directors duly elected and serving as ofDecember 31, 2015, are as follows:NameBusiness AffiliationMarc Michel CostantiniExecutive Vice President and Chief Financial OfficerThe Guardian Life Insurance Company of AmericaMichael SlipowitzSenior Vice President, Corporate Chief Actuaryand Chief Risk OfficerThe Guardian Life Insurance Company of America4
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Michael Bernard CefolePresidentThe Guardian Insurance & Annuity Company, Inc.Donald Paul Sullivan, Jr.Senior Vice President Agency DistributionThe Guardian Life Insurance Company of AmericaOfficersOfficers were appointed in accordance with the Company’s bylaws during the periodunder examination. The bylaws require appointment of the following officers: a President, aVice President, a Secretary and a Treasurer. The Board may appoint other officers and agents atits discretion. Any number of offices may be held by the same person. The primary officers ofthe Company as required by the bylaws and as reported as of December 31, 2015, are as follows:NameTitleTracy Leon RichExecutive Vice President and General CounselMichael Bernard CefolePresident and Chairman of the BoardGordon Ivor BaileySenior Vice President and Chief Financial OfficerSonya Lee-Anne CrosswellDirector and Corporate SecretaryWalter Robert SkinnerVice President and TreasurerRichard Thomas Potter, Jr.Senior Vice President, Counseland Assistant Corporate SecretaryLinda Ellen SenkerVice President and Chief Compliance OfficerMichael SlipowitzSenior Vice President and Corporate Chief ActuaryThomas George SorellExecutive Vice President and Chief Investment OfficerCorporate RecordsThe recorded minutes of the sole shareholder and Board of Directors were reviewed forthe period under examination.The minutes adequately documented and approved theCompany’s transactions and events, including approval of investment transactions in accordancewith 18 Del. C. §1304.5
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Insurance Holding Company SystemThe Company is a member of an insurance holding company system as defined under 18Del. C. §5001 (6) of the Delaware Insurance Code. The Company is a wholly owned subsidiaryof The Guardian, which is a mutual insurance company that is wholly owned by itspolicyholders. The following is an abbreviated organizational chart depicting the Company’sprimary relationships with affiliated entities within the holding company system as of December31, 2015:CompanyThe Guardian Life Insurance Company of AmericaThe Guardian Insurance & Annuity Company, Inc.Park Avenue Securities, LLCHanover Square Funding, LLCGuardian Investor Services, LLCPark Avenue Institutional Advisors, LLCRS Investment Management Company, LLCRS Funds Distributor, LLCDomicileNew reDelaware% Own100%100%100%100%100%94%100%The following is a brief description of the Company’s wholly owned subsidiaries andaffiliated companies with significant intercompany arrangements:Park Avenue Securities, LLC (“PAS”) is a registered broker-dealer under the SecuritiesExchange Act of 1934 and is a member of the Financial Industry Regulatory Authority(“FINRA”) and Securities Investor Protection Corporation (“SIPC”). PAS is also a registeredinvestment adviser under the Investment Advisers Act of 1940. Effective March 31, 2015, PASassumed the role of distributor and principal underwriter of the Company’s variable products inaccordance with an affiliated agreement. This role was previously held by Guardian InvestorServices, LLC.Hanover Square Funding, LLC (“HSF”) was founded in 2014 to facilitate a new programdesigned to assist with the sale and transition of certain The Guardian general agencies tosuccessors.HSF is used by The Guardian to provide loans to entities established as a6
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Corporation or Limited Liability Company for the purpose of acquiring a general agency withinThe Guardian exclusive agent workforce.Guardian Investor Services, LLC (“GIS”) operated as the distributor and principalunderwriter for the Company's variable products from August 23, 1985 to March 31, 2015 inaccordance with an affiliated agreement. Additionally, GIS and its subsidiaries provide variousother advisory services to the Company and affiliates related to the RS Mutual Fund Family(“RS Funds”). The RS Funds are offered to the Company’s variable product contract holders asinvestment options in the Company’s separate accounts.RS Investment Management Company LLC ("RS Investments"), a majority ownedsubsidiary of GIS, has various investment advisory agreements to serve as the primaryinvestment adviser to the RS Funds. GIS served as the sole distributor of the RS Funds and asub-adviser to certain RS funds until the agreements were terminated and replaced effective May31, 2014 and April 30, 2015, respectively. Thereafter, RS Funds Distributor ("RSFD") beganserving as the sole distributor of the RS Funds, and Park Avenue Institutional Advisers, LLC("PAIA") began serving as the sub-adviser to certain RS funds effective June 1, 2014, and May1, 2015, respectively. Subsequent to the examination period, The Guardian sold its equityinvestment in RS Investments to an unaffiliated third-party effective July 29, 2016. As a resultof this sale, each of the RS funds was recognized into a corresponding newly-formed fund withinthe acquirers’ family of funds. In connection with this sale, RS Investments, RSFD and PAIAtransferred by novation all its rights and obligations to the acquirer.Affiliated Agreements Tax Allocation Agreement - Effective July 19, 2001, and covering all tax years afterDecember 31, 1982, the Company became party to a ‘Tax Sharing Agreement’ between7
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.The Guardian and its specified subsidiaries. In accordance with the agreement, eachqualifying member of the group computes its tax provision and liability on a separatereturn basis, but may, where applicable, recognize benefits of net operating losses andcapital losses utilized in the consolidated group. Subsidiary tax liabilities/benefits aresettled subsequent to the filing of the federal income tax return. General Operating Expense Agreement – Effective December 31, 2007, the Companyentered into an ‘Amended and Restated Agreement for Services and ReimbursementAgreement’ with The Guardian and its subsidiaries. The agreement supersedes all prioragreements for the provision of services and reimbursement between The Guardian andall other parties to the agreement. In accordance with the agreement, The Guardianprovides office space, furniture, equipment, building utilities, clerical staff, employeebenefits and any other services including but not limited to policy services, consultingservices and advisory services. The agreement authorizes The Guardian to enter otheragreements to provide assets or services on behalf of all parties. Expenses are allocatedto the parties based on a direct basis or through an allocation system developed by TheGuardian's cost accounting department utilizing assets, head count or overheadinformation. The agreement requires settlement within forty-five days following the endof each quarter and permits payment by offset. Commission Based Selling Agreement – Effective March 31, 2015, the Company andPark Avenue Securities, LLC entered into a ‘Distribution and Service Agreement.’ Inaccordance with the agreement, PAS was appointed as the distributor and principalunderwriter for the sale of the Company’s annuity products. The agreement authorizesPAS to enter into separate agreements with unaffiliated broker-dealers to participate in8
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.the distribution of the Company’s annuity products. Prior to this agreement, GIS hadserved as the distributor and principal underwriter of the Company’s variable productssince August 23, 1985, and PAS had served as a secondary underwriter of certainvariable products since April 15, 1999. Administrative Services Agreement – Effective December 1, 2015, the Company and RSFunds Distributor, LLC entered a ‘Services Agreement’ related to certain series of RSFunds.In accordance with the agreement, the Company provides RSFD servicesincluding maintenance of books and records, purchase orders, redemption orders, fundrelated contract owner services and other administrative support. In return, RSFD paysthe Company a fee based on the average daily net assets invested in the Funds withineach of the Company’s separate accounts. The agreement replaces several predecessoragreements between the Company and GIS including: 1.) the Amended and ‘RestatedAdministrative Services Agreement’ effective May 1, 2015, and terminated effectiveNovember 24, 2015; 2.) the ‘Administrative Services Agreement’ effective March 1,2010, and terminated and replaced effective May 1, 2015; and 3.) The ‘AdministrativeServices Agreement,’ which also included RS Investments, LLC as party to theagreement, originally effective December 31, 2006, and terminated and replaced March1, 2010. Subsequent to the examination period, the agreement was novated to VictoryCapital Management, Inc., a third-party, in connection with The Guardian’s sale of RSInvestment Management Company, LLC effective July 29, 2016. Reimbursement Agreement – Effective March 1, 2010, the Company and GIS enteredinto a ‘Reimbursement Agreement’ pertaining to Guardian Baillie Gifford, Ltd.’s(“GBG”), role as the sole investment sub-advisor to certain RS Funds and GIS’s role as9
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.administrator and distributor of the same RS Funds.GBG was a majority ownedsubsidiary of the Company prior to its dissolution in 2015. In accordance with theagreement, the Company agreed to reimburse GIS for a portion of dividends receivedfrom GBG each year. The reimbursement is based on dividends received attributable toshares of the specified RS Funds that are not offered through the Company’s separateaccounts and for which the Company does not provide administrative services. TheAgreement was terminated effective November 5, 2015. Loan Commitment – In 2014, the Company made a loan commitment in the amount of 20 million to Hanover Square Funding, LLC. Draw downs in the amount of 3.6million and 15.7 million were made in 2015 and 2014, respectively.The totaloutstanding was repaid by HSF to the Company on May 29, 2015. Subsequent to theexamination period, the Company and HSF entered into a revolving line of creditagreement with a maximum aggregate principal amount of 50 million effective March 1,2016. Line of Credit – Originally effective September 1, 2012, the Company and The Guardianentered into a revolving Line of Credit agreement in favor of the Company for amaximum aggregate principal amount 100 million.The agreement was amendedeffective May 1, 2014, May 21, 2015 and December 3, 2015, to increase the maximumaggregate principal amount to 225 million, 300 million and 350 million, respectively.The agreement bears interest at a rate specified in the agreement and requires an annualcommitment fee as specified in the agreement. The agreement has an initial term of 364days and renews for successive periods of 364 days until terminated by The Guardian,subject to the terms of the agreement.10Subsequent to the examination period, the
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.agreement was amended to increase the maximum aggregate principal amount to 750million effective May 1, 2017.TERRITORY AND PLAN OF OPERATIONProductsAs of December 31, 2015, the Company was licensed to conduct life and health insurancebusiness in all fifty states and the District of Columbia. The Company's primary business is thesale of individual annuity contracts. The following is a summary of the Company’s grosspremium and annuity considerations by product class for the year-ended December 31, 2015:Product ClassVariable annuitiesFixed annuitiesTotal Individual Annuity ConsiderationsPremium andAnnuityConsiderations 805,920,527505,346,950 1,311,267,477% of TotalPremium andAnnuityConsiderations46.9%29.4%76.4%Individual lifeGroup pensionGroup - otherTotal Premium and Annuity Considerations37,283,593368,682,140140,266 1,717,373,4762.2%21.5%0.01%100%The Company’s total direct premium and annuity considerations are primarilyattributable to individual annuities consisting of fixed and variable annuity products.TheCompany’s fixed annuity considerations consist primarily of single premium deferred annuities,single premium immediate annuities and deferred income annuities.The Company has marketed and sold various variable annuity products historically, butonly four variable annuity products were actively sold as of December 31, 2015. Variableinsurance contracts are deemed to be securities under federal law and sales of these products aresubject to regulation by the Securities and Exchange Commission and the National Association11
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.of Securities Dealers. The Company has seventeen insurance separate accounts to supportcertain variable and group annuity and life insurance products sold. The majority of the separateaccounts are unit investment trusts registered under the Investment Company Act of 1940.Proceeds from the sale of variable products are invested through these separate accounts intocertain mutual funds specified by the contract holders. The separate accounts invest in variousregistered mutual funds and non-registered collective investment funds managed by an affiliatedcompany, as well as unaffiliated third-parties. At December 31, 2015, approximately 21% of theCompany's separate accounts assets are invested in affiliated mutual fund offerings that areadvised and sub-advised by affiliates.The Company issues various guaranteed living benefit riders associated with certain of itsvariable annuity contracts including: Guaranteed Minimum Withdrawal Benefits (“GMWB”),Guaranteed Minimum Income Benefit ("GMIB") and Guaranteed Minimum AccumulationBenefit (“GMAB”). In recent years, the primary living benefit rider marketed and sold has beenthe GMWB rider, which was introduced in April of 2005 as a feature to protect the contractowner against declining equity markets. For the year-ended December 31, 2015, approximately84% of variable annuity products sold included a GMWB rider. Reserves associated with theliving benefit riders are held in the Company’s General Account as miscellaneous reserves.The Company’s Group product sales consist of group variable annuity products andfunding agreements designed specifically to fund retirement plans that qualify under Section401(a) of the Internal Revenue Code of 1986. These include 401(k), profit sharing, moneypurchase, 401(k) SIMPLE, target benefit, and defined benefit plans.Subsequent to theexamination period, the Company sold this block of business and discontinued marketing theseproducts and related services effective September 1, 2016.12
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Product DistributionThe Company’s variable products are predominately sold by either registered salesrepresentatives of its affiliated broker-dealer or registered sales representatives of unaffiliatedbroker-dealer firms that have entered into sales agreements with the Company or its affiliatedprincipal distributor. Meanwhile, fixed annuity products are distributed through affiliated andunaffiliated broker-dealers as well as select outside broker-dealers through a direct distributionarrangement. Affiliated broker-dealer sales representatives are also licensed insurance agentswithin The Guardian exclusive agent workforce. The following is a summary of the Company’sindividual annuity considerations by distribution channel for the year-ended December 31, 2015:Guardian Channel thru WholesalingPark Avenue Securities, LLCOutside Broker DealersTotal Guardian Channel thru WholesalingVariable AnnuitiesFixed Annuities 103,210,76669,984,399 173,195,165 Direct DistributionAll Outside Broker-Dealers - Single Premium Immediate AnnuityAll Outside Broker-Dealers - Deferred Income AnnuityTotal Direct DistributionTotal Annuity Considerations 716,708,68589,211,842805,920,527 251,298,39780,853,388- {1} 332,151,785805,920,527 505,346,950Total ,388332,151,785 1,311,267,477{1}: For the year-ended December 31, 2015, a single unaffiliated broker-dealer producedapproximately 49.7% of the Company’s total fixed annuity considerations through a directdistribution arrangement.In addition to broker-dealer originated sales, the Company may also market and sellcertain products through The Guardian’s exclusive agent workforce. As of year-end 2015, TheGuardian had 95 General Agencies (“GA’s”) throughout the United States, with 2,996 FieldRepresentatives who are assigned to GA’s and contracted with and appointed by The Guardian.Each GA operation has exclusive affiliation with Guardian, although many do not advertise their13
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.corporate name as a Guardian agency. GA’s may sell a product of another company if a productis not offered by The Guardian or one of its subsidiaries.REINSURANCEThe Company enters into coinsurance, modified coinsurance and yearly renewable termagreements with The Guardian and other third-parties to provide for reinsurance of selectedvariable annuity contracts and group life and individual life policies.The following is asummary of the Company’s gross and net premium for the year-ended 2015 and gross and netreserves as of December 31, 2015:Gross and Net Premium SummaryDirect premium and annuity considerations 1,717,373,476Reinsurance ceded to affiliates32,416,436Reinsurance ceded to non-affiliates6,307,752Total ceded38,724,188Net premium and annuity considerations 1,678,649,288Gross and Net Reserve SummaryGross contract reserves 3,228,945,602Ceded to affiliates164,986,164Ceded to non-affiliates6,869,469Total ceded171,855,633Net contract reserves 3,057,089,969The majority of the affiliated reinsurance program relates to coverage for variable lifeinsurance products issued by the Company including individual life policies with secondaryguarantees issued prior to 2011, secondary guarantee flexible premium universal life issued after2011 and variable universal life policies. The Company generally cedes 90% of the associatedrisk to The Guardian on a combination coinsurance/modified coinsurance or yearly renewableterm basis in accordance with the specified coverage and limitations of each agreement.The majority of the unaffiliated reinsurance program relates to reinsurance coverage forguarantees associated with certain living benefit riders embedded in the Company’s variableannuity products. The reinsurance covers certain living benefit riders issued prior to December14
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.31, 2008.Beginning in 2009, the Company expanded its hedging program in place of acontinued reinsurance program to mitigate the risk associated with the variable annuity livingbenefit riders.FINANCIAL STATEMENTSThe following financial statements are based on the statutory financial statements filed bythe Company with the Delaware Department of Insurance and present the financial condition ofthe Company for the period ending December 31, 2015: Statement of AssetsStatement of Liabilities, Capital and SurplusStatement of OperationsReconciliation of Capital and Surplus15
GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Statement of AssetsAs of December 31, 2015Assets NotNet AdmittedTotal assets excluding Separate AccountsAdmittedLedger Assets 2,761,909,053 - 17,521297,00068,53628,51969,399,855 55,233,263618,164790,279801,5232,245,80323,810,691 3,307,517,583 57,482,018 From Separate Accounts 12,633,382,304 Total assets 15,940,899,887 57,482,018 15,883,417,869BondsMortgage loans on real estate - first liensCashCash equivalentsShort-term investmentsContract loansOther invested assetsReceivables for securitiesInvestment income due and accruedUncollected premiums and agents' balances in the course of collectionDeferred premiums agents' balances and installments not yet dueAmounts recoverable
GUARDIAN INSURANCE & ANNUITY COMPANY, INC. 6 Insurance Holding Company System The Company is a member of an insurance holding company system as defined under 18 Del. C. §5001 (6) of the Delaware Insurance Code. The Company is a wholly owned subsidiary of The Guardian, which is a mutual insurance company that is wholly owned by its policyholders.
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