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8-K - HC2 HOLDINGS INC 8-K 9-8-2015 - INNOVATE Corp.form8k.htm
EX-99.5 - EXHIBIT 99.5 - INNOVATE Corp.ex99_5.htm
EX-99.2 - EXHIBIT 99.2 - INNOVATE Corp.ex99_2.htm
EX-99.4 - EXHIBIT 99.4 - INNOVATE Corp.ex99_4.htm
EX-99.3 - EXHIBIT 99.3 - INNOVATE Corp.ex99_3.htm

Exhibit 99.1
 

   
Ernst & Young LLP
1900 Scripps Center
312 Walnut Street
Cincinnati, OH 45202
 
Tel: +1 513 612 1400
Fax: +1 513 612 1730
ey.com
 
 

Report of Independent Auditors

Board of Directors
United Teacher Associates Insurance Company

We have audited the accompanying financial statements of United Teacher Associates Insurance Company, which comprise the balance sheets as of December 31, 2014 and 2013, and the related statement of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United Teacher Associates Insurance Company at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
 
September 3, 2015

A member firm of Ernst & Young Global Limited
 
1

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
BALANCE SHEET
(Dollars in Thousands, Except Per Share Data)

   
December 31
 
   
2014
   
2013
 
Assets:
       
Cash and cash equivalents
 
$
42,372
   
$
19,774
 
Investments:
               
Fixed maturities, available for sale at fair value (amortized cost - $861,910 and $835,844)
   
983,088
     
903,645
 
Equity securities, available for sale at fair value (cost - $59,441 and $38,354)
   
61,833
     
39,988
 
Policy loans
   
15,930
     
16,361
 
Other investments
   
2,455
     
4,683
 
 
Total cash and investments
   
1,105,678
     
984,451
 
 
Recoverables from reinsurers
   
185,128
     
184,077
 
Deferred policy acquisition costs
   
52,133
     
52,725
 
Accrued investment income
   
11,535
     
11,449
 
Other assets
   
6,160
     
4,785
 
 
Total assets
 
$
1,360,634
   
$
1,237,487
 
 
Liabilities and Equity:
               
Annuity benefits accumulated
 
$
194,785
   
$
199,945
 
Life, accident and health reserves
   
947,642
     
793,393
 
Net deferred tax liability
   
3,483
     
12,382
 
Other liabilities
   
12,541
     
16,208
 
 
Total liabilities
   
1,158,451
     
1,021,928
 
 
Shareholder's Equity:
               
Common stock, par value - $1 per share:
               
- 5,000,000 shares authorized
               
- 2,500,005 shares issued and outstanding
   
2,500
     
2,500
 
Capital surplus
   
149,040
     
138,119
 
Retained earnings
   
30,336
     
39,423
 
Accumulated other comprehensive income, net of tax
   
20,307
     
35,517
 
 
Total shareholder's equity
   
202,183
     
215,559
 
 
Total liabilities and shareholder's equity
 
$
1,360,634
   
$
1,237,487
 

See notes to financial statements.
 
2

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF OPERATIONS
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Revenues:
           
Life, accident and health net earned premiums
 
$
70,883
   
$
72,883
   
$
152,646
 
Net investment income
   
59,942
     
53,724
     
52,797
 
Realized gains (losses) on securities (*)
   
(5,505
)
   
7,809
     
21,056
 
Other income
   
19
     
183
     
369
 
 
Total revenues
   
125,339
     
134,599
     
226,868
 
 
Cost and expenses:
                       
Annuity benefits
   
6,274
     
7,957
     
8,341
 
Life, accident and health benefits
   
106,742
     
103,741
     
192,213
 
Insurance acquisition expenses, net
   
15,094
     
19,162
     
99,848
 
Other operating and general expenses
   
11,759
     
15,542
     
19,184
 
 
Total costs and expenses
   
139,869
     
146,402
     
319,586
 
 
Loss before income taxes
   
(14,530
)
   
(11,803
)
   
(92,718
)
Income tax benefit
   
(5,443
)
   
(4,575
)
   
(32,533
)
 
Net loss
 
$
(9,087
)
 
$
(7,228
)
 
$
(60,185
)
 
(*)  Consists of the following:
                       
 
Realized gains (losses) before impairments
 
$
(769
)
 
$
9,084
   
$
21,320
 
 
Losses on securities with impairment
   
(4,877
)
   
(1,275
)
   
(253
)
Non-credit portion recognized in other comprehensive income (loss)
   
141
     
-
     
(11
)
Impairment charges recognized in earnings
   
(4,736
)
   
(1,275
)
   
(264
)
Total realized gains (losses) on securities
 
$
(5,505
)
 
$
7,809
   
$
21,056
 

See notes to financial statements.
 
3

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Comprehensive Income (Loss):
           
Net loss
 
$
(9,087
)
 
$
(7,228
)
 
$
(60,185
)
Other comprehensive income (loss), net of tax:
                       
Net unrealized gains (losses) on securities:
                       
Unrealized holding gains (losses) on securities arising during the period
   
(18,788
)
   
33,457
     
13,972
 
Reclassification adjustment for realized losses (gains) included in net loss
   
3,578
     
(5,076
)
   
(13,686
)
Total net unrealized gains (losses) on securities
   
(15,210
)
   
28,381
     
286
 
Total comprehensive income (loss), net of tax
 
$
(24,297
)
 
$
21,153
   
$
(59,899
)

See notes to financial statements.
 
4

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF CHANGES IN EQUITY
(Dollars in Thousands)

           
Shareholder's Equity
     
                             
   
Common
Shares
   
Common Stock
and Capital
Surplus
   
Retained
Earnings
   
Accumulated
Other Comp
Inc (Loss)
   
Total
 
Balance at January 1, 2012
   
2,500,005
   
$
98,324
   
$
106,836
   
$
6,850
   
$
212,010
 
Net loss
   
-
     
-
     
(60,185
)
   
-
     
(60,185
)
Other comprehensive income
   
-
     
-
     
-
     
286
     
286
 
Capital contribution from parent
   
-
     
4,000
     
-
     
-
     
4,000
 
Other
   
-
     
644
     
-
     
-
     
644
 
Balance at December 31, 2012
   
2,500,005
   
$
102,968
   
$
46,651
   
$
7,136
   
$
156,755
 
   
Net loss
   
-
     
-
     
(7,228
)
   
-
     
(7,228
)
Other comprehensive income
   
-
     
-
     
-
     
28,381
     
28,381
 
Capital contributions from parent
   
-
     
35,000
     
-
     
-
     
35,000
 
Other
   
-
     
2,651
     
-
     
-
     
2,651
 
Balance at December 31, 2013
   
2,500,005
   
$
140,619
   
$
39,423
   
$
35,517
   
$
215,559
 
   
Net loss
   
-
     
-
     
(9,087
)
   
-
     
(9,087
)
Other comprehensive loss
   
-
     
-
     
-
     
(15,210
)
   
(15,210
)
Capital contribution from parent
   
-
     
10,000
     
-
     
-
     
10,000
 
Other
   
-
     
921
     
-
     
-
     
921
 
Balance at December 31, 2014
   
2,500,005
   
$
151,540
   
$
30,336
   
$
20,307
   
$
202,183
 

See notes to financial statements.
 
5

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF CASH FLOWS
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Operating Activities:
           
Net loss
 
$
(9,087
)
 
$
(7,228
)
 
$
(60,185
)
Adjustments:
                       
Depreciation and amortization
   
(723
)
   
47
     
(5,037
)
Annuity benefits
   
6,274
     
7,957
     
8,341
 
Realized (gains) losses on investing activities
   
5,505
     
(7,809
)
   
(21,056
)
Deferred annuity and life policy acquisition costs
   
(538
)
   
(535
)
   
(12,248
)
Amortization of insurance acquisition costs
   
5,025
     
8,574
     
87,859
 
Change in:
                       
Life, accident and health reserves
   
73,739
     
41,437
     
326,876
 
Recoverables from reinsurers
   
(1,051
)
   
23,260
     
(196,551
)
Accrued investment income
   
(86
)
   
(1,111
)
   
(803
)
Net deferred tax liability
   
(662
)
   
(795
)
   
(28,392
)
Other assets
   
(1,375
)
   
928
     
3,598
 
Other liabilities
   
(4,032
)
   
6,564
     
(6,215
)
Other operating activities, net
   
(149
)
   
1,614
     
1,752
 
 
Net cash provided by operating activities
   
72,840
     
72,903
     
97,939
 
 
Investing Activities:
                       
Purchases of:
                       
Fixed maturities
   
(83,185
)
   
(158,609
)
   
(134,736
)
Equity securities
   
(24,778
)
   
(23,412
)
   
(16,200
)
Other investments
   
(1,724
)
   
(3,787
)
   
-
 
Proceeds from:
                       
Maturities and redemptions of fixed maturities
   
50,974
     
73,787
     
45,483
 
Repayment of mortgage loans
   
-
     
-
     
2,949
 
Sales of fixed maturities
   
4,902
     
3,949
     
18,283
 
Sales of equity securities
   
791
     
2,051
     
5,391
 
Other investments
   
4,431
     
2,924
     
291
 
Other investing activities, net
   
247
     
222
     
221
 
 
Net cash used in investing activities
   
(48,342
)
   
(102,875
)
   
(78,318
)
 
Financing Activities:
                       
Annuity receipts
   
3,758
     
4,453
     
4,976
 
Annuity surrenders, benefits and withdrawals
   
(15,658
)
   
(18,102
)
   
(17,131
)
Cash contributions received
   
10,000
     
35,000
     
4,000
 
 
Net cash provided by (used in) financing activities
   
(1,900
)
   
21,351
     
(8,155
)
 
Net Change in Cash and Cash Equivalents
   
22,598
     
(8,621
)
   
11,466
 
Cash and cash equivalents at beginning of year
   
19,774
     
28,395
     
16,929
 
Cash and cash equivalents at end of year
 
$
42,372
   
$
19,774
   
$
28,395
 

See notes to financial statements.
 
6

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS

A.
Accounting Policies

Basis of Presentation The financial statements include the accounts of United Teacher Associates Insurance Company (“UTAIC” or the “Company”). UTAIC is a direct wholly-owned subsidiary of Great American Financial Resources, Inc. (“GAFRI”), a financial services holding company wholly-owned by American Financial Group, Inc. (“AFG”) . The financial statements also include costs paid on behalf of UTAIC by GAFRI. These costs are recorded as expense in the period incurred and shown as an increase in capital surplus.

Although the Company does not currently market any life, annuity or long-term care insurance, UTAIC’s product portfolio includes a diversified mix of closed blocks of life, annuity and long-term care (“LTC”) health insurance products.

In the third quarter of 2012 GAFRI sold its Medicare Supplement and other non LTC health insurance business, including Loyal American Life Insurance Company (“Loyal”) to Cigna. As part of the agreement UTAIC reinsured all of its Medicare Supplement and other non LTC health business into Loyal through a 100% coinsurance agreement (“Cigna Transaction”). The Company accepts new premium sales (Medicare supplement, critical illness and other non-health products), for certain states, through a reinsurance fronting agreement, whereby the Company reinsures 100% of these premiums through a coinsurance agreement with Loyal.

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in circumstances could cause actual results to differ materially from those estimates.

Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The standards establish a hierarchy of valuation techniques based on whether the assumptions that market participants would use in pricing the asset or liability (“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect UTAIC’s assumptions about the assumptions market participants would use in pricing the asset or liability.

Investments Fixed maturity and equity securities classified as “available for sale” are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (“AOCI”) in UTAIC’s Balance Sheet. Policy loans are carried primarily at the aggregate unpaid balance.

Premiums and discounts on fixed maturity securities are amortized using the interest method. Mortgage-backed securities (“MBS”) are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations.

Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other-than-temporary at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on securities) and the cost basis of that investment is reduced. If management can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in other comprehensive income). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the impairment charge. Both components are shown in the Statement of Operations. If management intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.
 
7

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS - CONTINUED

Derivatives Derivatives included in UTAIC’s Balance Sheet are recorded at fair value and consist of components of certain fixed maturity securities (primarily interest-only MBS). Changes in fair value of derivatives are included in earnings.

Deferred Policy Acquisition Costs (“DPAC”) Policy acquisition costs (principally commissions and certain underwriting and policy issuance costs) directly related to the successful acquisition or renewal of an insurance contract are deferred. DPAC also includes capitalized costs associated with sales inducements offered to fixed annuity policyholders such as enhanced interest rates and premium and persistency bonuses.

DPAC related to annuities is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of actual and expected gross profits on the policies. Expected gross profits consist principally of estimated future investment margin (estimated future net investment income less interest credited on policyholder funds) and surrender, mortality, and other life and annuity policy charges, less death, annuitization and estimated future policy administration expenses. To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, such adjustments are reflected as components of realized gains (losses) on securities.

DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues. See “Life, Accident and Health Reserves” below for details on the impact of loss recognition on the accounting for traditional life and health insurance contracts.

DPAC includes the present value of future profits on business in force of annuity, life, accident and health insurance companies acquired (“PVFP”). PVFP represents the portion of the costs to acquire companies that is allocated to the value of the right to receive future cash flows from insurance contracts existing at the date of acquisition. PVFP is amortized with interest in relation to expected gross profits of the acquired policies for annuities and in relation to the premium paying period for traditional life and health insurance products.

DPAC and certain other balance sheet amounts related to annuity and life businesses are also adjusted, net of tax, for the change in expense that would have been recorded if the unrealized gains (losses) from securities had actually been realized. These adjustments are included in unrealized gains (losses) on marketable securities, a component of AOCI in UTAIC’s Balance Sheet.

Reinsurance Premium revenue and benefits are reported net of the amounts related to reinsurance ceded to and assumed from other companies. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. Amounts received from reinsurers that represent recoveries of acquisition costs are netted against DPAC, so that the net amount is capitalized. The cost of reinsurance is accounted for over the term of the related treaties using assumptions consistent with those used to account for the underlying reinsured policies.

Annuity Benefits Accumulated Annuity receipts and benefit payments are recorded as increases or decreases in annuity benefits accumulated rather than as revenue and expense. Increases in this liability (primarily interest credited) are charged to expense and decreases for charges are credited to annuity policy charges revenue. Reserves for traditional fixed annuities are generally recorded at the stated account value.
 
8

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS - CONTINUED

Life, Accident and Health Reserves Liabilities for future policy benefits under traditional life, accident and health policies are computed using the net level premium method. Computations are based on the original projections of investment yields, mortality, morbidity and surrenders and include provisions for unfavorable deviations unless a loss recognition event (premium deficiency) occurs. Claim reserves and liabilities established for accident and health claims are modified as necessary to reflect actual experience and developing trends.

For long-duration contracts (such as traditional life and long-term care insurance policies), loss recognition occurs when, based on current expectations as of the measurement date, existing contract liabilities plus the present value of future premiums (including reasonably expected rate increases) are not expected to cover the present value of future claims payments and related settlement and maintenance costs (excluding overhead) as well as unamortized acquisition costs. If a block of business is determined to be in loss recognition, a charge is recorded in earnings in an amount equal to the excess of the present value of expected future claims costs and unamortized acquisition costs over existing reserves plus the present value of expected future premiums (with no provision for adverse deviation). The charge is recorded first to reduce unamortized acquisition costs and then as an additional reserve (if unamortized acquisition costs have been reduced to zero).

In addition, reserves for traditional life and long-term care insurance policies are subject to adjustment for loss recognition charges that would have been recorded if the unrealized gains from securities had actually been realized. This adjustment is included in unrealized gains (losses) on marketable securities, a component of AOCI in UTAIC’s Balance Sheet.

Premium Recognition For traditional life, accident and health products, premiums are recognized as revenue when legally collectible from policyholders.

Income Taxes The Company has an intercompany tax allocation agreement with AFG. Pursuant to the agreement, the Company’s tax expense is determined based upon its inclusion in the consolidated tax return of AFG and its includable subsidiaries. Estimated payments are made quarterly during the year. Following year-end, additional settlements are made on the original due date of the return and, when extended, at the time the return is filed. The method of allocation among the companies under the agreement is based upon separate return calculations with current credit for losses to the extent the losses provide a benefit in the consolidated return.

Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. A valuation allowance is established to reduce total deferred tax assets to an amount that will more likely than not be realized.

UTAIC recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained under examination by the appropriate taxing authority. Interest and penalties on UTAIC’s reserve for uncertain tax positions are recognized as a component of tax expense.

Benefit Plans UTAIC provides retirement benefits to qualified employees of participating companies through the AFG 401(k) Retirement and Savings Plan, a defined contribution plan. AFG and its subsidiaries make all contributions to the retirement fund portion of the plan and match a percentage of employee contributions to the savings fund. Company contributions are expensed in the year for which they are declared.

Statement of Cash Flows For cash flow purposes, “investing activities” are defined as making and collecting loans and acquiring and disposing of debt or equity instruments and property and equipment. “Financing activities” include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. Annuity receipts, surrenders, benefits and withdrawals are also reflected as financing activities. All other activities are considered “operating.” Short-term investments having original maturities of three months or less when purchased are considered to be cash equivalents for purposes of the financial statements.
 
9

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

B.
Fair Value Measurements

Accounting standards for measuring fair value are based on inputs used in estimating fair value. The three levels of the hierarchy are as follows:

Level 1 — Quoted prices for identical assets or liabilities in active markets (markets in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis). UTAIC’s Level 1 financial instruments consist primarily of publicly traded equity securities and highly liquid government bonds for which quoted market prices in active markets are available.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar assets or liabilities in inactive markets (markets in which there are few transactions, the prices are not current, price quotations vary substantially over
time or among market makers, or in which little information is released publicly); and valuations based on other significant inputs that are observable in active markets. UTAIC’s Level 2 financial instruments include corporate and municipal fixed maturity securities, mortgage-backed securities (“MBS”) and non-affiliated common stocks priced using observable inputs. Level 2 inputs include benchmark yields, reported trades, corroborated broker/dealer quotes, issuer spreads and benchmark securities. When non-binding broker quotes can be corroborated by comparison to similar securities priced using observable inputs, they are classified as Level 2.

Level 3 — Valuations derived from market valuation techniques generally consistent with those used to estimate the fair values of Level 2 financial instruments in which one or more significant inputs are unobservable or when the market for a security exhibits significantly less liquidity relative to markets supporting Level 2 fair value measurements. The unobservable inputs may include management’s own assumptions about the assumptions market participants would use based on the best information available in the circumstances. UTAIC’s Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker quotes or internally developed using significant inputs not based on, or corroborated by, observable market information.

UTAIC’s management is responsible for the valuation process and uses data from outside sources (including nationally recognized pricing services and broker/dealers) in establishing fair value. The Company's internal investment professionals are a group of approximately 20 analysts whose primary responsibility is to manage AFG’s investment portfolio. These professionals monitor individual investments as well as overall industries and are active in the financial markets on a daily basis. The group is led by AFG’s chief investment officer, who reports directly to one of AFG’s Co-CEOs. Valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by AFG’s internal investment professionals who are familiar with the securities being priced and the markets in which they trade to ensure the fair value determination is representative of an exit price. To validate the appropriateness of the prices obtained, these investment managers consider widely published indices (as benchmarks), recent trades, changes in interest rates, general economic conditions and the credit quality of the specific issuers. In addition, AFG communicates directly with the pricing service regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the service to value specific securities.
 
10

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Assets measured and carried at fair value in the financial statements are summarized below (in thousands):

December 31, 2014
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
               
Available for sale ("AFS") fixed maturities:
               
U.S. Government and government agencies
 
$
6,816
   
$
5,987
   
$
-
   
$
12,803
 
States, municipalities and political subdivisions
   
-
     
313,429
     
5,757
     
319,186
 
Foreign government
   
-
     
4,697
     
-
     
4,697
 
Residential MBS
   
-
     
130,457
     
17,331
     
147,788
 
Commercial MBS
   
-
     
61,675
     
3,128
     
64,803
 
Asset-backed securities ("ABS")
   
-
     
31,560
     
4,142
     
35,702
 
Corporate and other
   
536
     
389,472
     
8,101
     
398,109
 
Total AFS fixed maturities
   
7,352
     
937,277
     
38,459
     
983,088
 
Equity securities
   
54,782
     
3,005
     
4,046
     
61,833
 
Total assets accounted for at fair value
 
$
62,134
   
$
940,282
   
$
42,505
   
$
1,044,921
 
 
December 31, 2013
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                               
Available for sale fixed maturities:
                               
U.S. Government and government agencies
 
$
6,486
   
$
6,735
   
$
-
   
$
13,221
 
States, municipalities and political subdivisions
   
-
     
254,109
     
-
     
254,109
 
Foreign government
   
-
     
4,305
     
-
     
4,305
 
Residential MBS
   
-
     
124,035
     
25,832
     
149,867
 
Commercial MBS
   
-
     
68,631
     
2,714
     
71,345
 
Asset-backed securities
   
-
     
33,335
     
4,404
     
37,739
 
Corporate and other
   
524
     
365,818
     
6,717
     
373,059
 
Total AFS fixed maturities
   
7,010
     
856,968
     
39,667
     
903,645
 
Equity securities
   
36,140
     
2,560
     
1,288
     
39,988
 
Total assets accounted for at fair value
 
$
43,150
   
$
859,528
   
$
40,955
   
$
943,633
 

At December 31, 2014 and 2013 no liabilities were carried at fair value.

The transfers between Level 1 and Level 2 for the years ended December 31, 2014, 2013 and 2012 are reflected in the table below at fair value as of the end of the reporting period (dollars in thousands):
 
   
Year ended December 31
 
   
Level 2 to Level 1 Transfers
   
Level 1 to Level 2 Transfers
 
   
# of Transfers
Fair Value
   
# of Transfers
   
Fair Value
 
   
2014
   
2013
   
2012
   
2014
   
2013
   
2012
   
2014
   
2013
   
2012
   
2014
   
2013
   
2012
 
Perpetual preferred stocks
   
1
     
-
     
1
   
$
1,085
   
$
-
   
$
1,125
     
2
     
-
     
2
   
$
3,105
   
$
-
   
$
2,113
 
Common stocks
   
-
     
2
     
-
     
-
     
2,291
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Redeemable preferred stocks
   
-
     
-
     
1
     
-
     
-
     
530
     
-
     
-
     
-
     
-
     
-
     
-
 

The transfers from Level 2 to Level 1 are due to increases in trade frequency, resulting in trade data sufficient to warrant classification in Level 1. The transfers from Level 1 to Level 2 are due to decreases in trade frequency, resulting in lack of available trade data sufficient to warrant classification in Level 1. Approximately 4% of the total assets carried at fair value on December 31, 2014, were Level 3 assets. Approximately 84% ($36 million) of the Level 3 assets were priced using non-binding broker quotes, for which there is a lack of transparency as to the inputs used to determine fair value. Details as to the quantitative inputs are neither provided by the brokers nor otherwise reasonably obtainable by UTAIC. Since internally developed Level 3 asset fair values represent less than of 1% of the total assets measured at fair value and less than 4% of UTAIC’s shareholder’s equity, changes in unobservable inputs used to determine internally developed fair values would not have a material impact on UTAIC’s financial position.
 
11

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Changes in balances of Level 3 financial assets carried at fair value during 2014, 2013 and 2012 are presented below (in thousands). The transfers into and out of Level 3 were due to changes in the availability of market observable inputs. All transfers are reflected in the table at fair value as of the end of the reporting period.
 
     
 
Total realized/unrealized
gains (losses) included in
                     
 
Balance at
December 31,
2013
Net
earnings
(loss)
Other
comp.
income
(loss)
Purchases
and
issuances
Sales
and
settlements
Transfer
into
Level 3
Transfer
out of
Level 3
Balance at
December 31,
2014
AFS fixed maturities:
                               
State and municipal
 
$
-
   
$
108
   
$
(918
)
 
$
-
   
$
-
   
$
6,567
   
$
-
   
$
5,757
 
Residential M BS
   
25,832
     
(1,139
)
   
(147
)
   
-
     
(474
)
   
9,792
     
(16,533
)
   
17,331
 
Commercial M BS
   
2,714
     
(21
)
   
435
     
-
     
-
     
-
     
-
     
3,128
 
Asset-backed securities
   
4,404
     
20
     
85
     
-
     
(2,375
)
   
2,008
     
-
     
4,142
 
Corporate and other
   
6,717
     
(802
)
   
371
     
-
     
(1,209
)
   
3,024
     
-
     
8,101
 
Equity securities
   
1,288
     
16
     
(253
)
   
2,498
     
-
     
1,500
     
(1,003
)
   
4,046
 
 
       
Total realized/unrealized
gains (losses) included in
                     
   
Balance at
December 31,
2012
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
 settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
December 31,
2013
 
AFS fixed maturities:
                               
Residential M BS
 
$
24,507
   
$
2,298
   
$
2,043
   
$
1,850
   
$
(1,475
)
 
$
6,552
   
$
(9,943
)
 
$
25,832
 
Commercial M BS
   
-
     
(114
)
   
(201
)
   
-
     
-
     
3,029
     
-
     
2,714
 
Asset-backed securities
   
6,548
     
(28
)
   
(67
)
   
-
     
(1,009
)
           
(1,040
)
   
4,404
 
Corporate and other
   
2,452
     
41
     
42
     
5,991
     
(68
)
   
775
     
(2,516
)
   
6,717
 
Equity securities
   
-
     
-
     
215
     
1,073
     
-
             
-
     
1,288
 
 
       
Total realized/unrealized
gains (losses) included in
                     
   
Balance at
December 31,
2011
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
December 31,
2012
 
AFS fixed maturities:
                               
State and municipal
 
$
2,750
   
$
77
   
$
867
   
$
-
   
$
-
   
$
-
   
$
(3,694
)
 
$
-
 
Residential M BS
   
5,914
     
278
     
385
     
10,598
     
(869
)
   
8,589
     
(388
)
   
24,507
 
Commercial M BS
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Asset-backed securities
   
3,121
     
3
     
237
     
3,222
     
(35
)
   
-
     
-
     
6,548
 
Corporate and other
   
3,833
     
44
     
(105
)
   
-
     
(300
)
   
-
     
(1,020
)
   
2,452
 
 
12

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Fair Value of Financial Instruments  The carrying value and fair value of financial instruments that are not carried at fair value in the financial statements at December 31 are summarized below (in thousands):
 
   
Carrying
Value
   
Estimated
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
2014
                   
Financial assets:
                   
Cash and cash equivalents
 
$
42,372
   
$
42,372
   
$
42,372
   
$
-
   
$
-
 
Policy loans
   
15,930
     
15,930
     
-
     
-
     
15,930
 
Total financial assets not accounted for at fair value
 
$
58,302
   
$
58,302
   
$
42,372
   
$
-
   
$
15,930
 
 
Financial liabilities:
                                       
Annuity benefits accumulated (*)
 
$
194,425
   
$
208,782
   
$
-
   
$
-
   
$
208,782
 
Total financial liabilities not accounted for at fair value
 
$
194,425
   
$
208,782
   
$
-
   
$
-
   
$
208,782
 
 
   
Carrying
Value
   
Estimated
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
2013
                   
Financial assets:
                   
Cash and cash equivalents
 
$
19,774
   
$
19,774
   
$
19,774
   
$
-
   
$
-
 
Policy loans
   
16,361
     
16,361
     
-
     
-
     
16,361
 
Total financial assets not accounted for at fair value
 
$
36,135
   
$
36,135
   
$
19,774
   
$
-
   
$
16,361
 
 
Financial liabilities:
                                       
Annuity benefits accumulated (*)
 
$
199,633
   
$
208,027
   
$
-
   
$
-
   
$
208,027
 
Total financial liabilities not accounted for at fair value
 
$
199,633
   
$
208,027
   
$
-
   
$
-
   
$
208,027
 
 
(*) Excludes life contingent annuities in the payout phase.
 
The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturities of these instruments. The fair value of policy loans is estimated to approximate carrying value; policy loans have no defined maturity dates and are inseparable from insurance contracts. The fair value of annuity benefits was estimated based on expected cash flows discounted using forward interest rates adjusted for the Company’s credit risk and includes the impact of maintenance expenses and capital costs.
 
13

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

C.
Investments

Available for sale fixed maturities and equity securities at December 31 consisted of the following (in thousands):

   
2014
   
2013
 
   
Amortized
   
Fair
   
Gross Unrealized
   
Amortized
   
Fair
   
Gross Unrealized
 
 
Cost
   
Value
   
Gains
   
Losses
   
Cost
   
Value
   
Gains
   
Losses
 
Fixed Maturities:
                               
U.S. Government and government agencies
 
$
12,026
   
$
12,803
   
$
777
   
$
-
   
$
12,582
   
$
13,221
   
$
688
   
$
(49
)
States, municipalities and political subdivisions
   
275,519
     
319,186
     
44,058
     
(391
)
   
244,938
     
254,109
     
14,169
     
(4,998
)
Foreign government
   
3,982
     
4,697
     
715
     
-
     
3,981
     
4,305
     
324
     
-
 
Residential MBS
   
133,208
     
147,788
     
15,147
     
(567
)
   
136,037
     
149,867
     
14,321
     
(491
)
Commercial MBS
   
60,345
     
64,803
     
4,458
     
-
     
66,719
     
71,345
     
5,041
     
(415
)
Asset-backed securities
   
35,030
     
35,702
     
759
     
(87
)
   
37,381
     
37,739
     
653
     
(295
)
Corporate and other
   
341,800
     
398,109
     
56,853
     
(544
)
   
334,206
     
373,059
     
40,803
     
(1,950
)
Total fixed maturities
 
$
861,910
   
$
983,088
   
$
122,767
   
$
(1,589
)
 
$
835,844
   
$
903,645
   
$
75,999
   
$
(8,198
)
Common stocks
 
$
37,719
   
$
39,691
   
$
3,254
   
$
(1,282
)
 
$
33,360
   
$
34,827
   
$
3,829
   
$
(2,362
)
Perpetual preferred stocks
 
$
21,722
   
$
22,142
   
$
674
   
$
(254
)
 
$
4,994
   
$
5,161
   
$
168
   
$
(1
)

The non-credit related portion of other-than-temporary impairment charges is included in other comprehensive income. Cumulative non-credit charges taken for securities still owned at December 31, 2014 and December 31, 2013, respectively, were $5.8 million and $5.7 million. Gross unrealized gains on such securities at December 31, 2014 and December 31, 2013 were $4.0 million and $4.3 million, respectively. Gross unrealized losses on such securities at December 31, 2014 and December 31, 2013 were $303,000 and $317,000, respectively. These amounts represent the non-credit other-than-temporary impairment charges recorded in AOCI adjusted for subsequent changes in fair values and relate to residential MBS.
 
14

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

The following tables show gross unrealized losses (dollars in thousands) on fixed maturities and equity securities by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2014 and 2013.

   
Less Than Twelve Months
   
Twelve Months or More
 
2014
 
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
-
     
-
     
-
%
   
(391
)
   
11,161
     
97
%
Residential MBS
   
(331
)
   
21,576
     
98
%
   
(236
)
   
6,021
     
96
%
Commercial MBS
   
-
     
-
     
-
%
   
-
     
-
     
-
%
Asset-backed securities
   
(62
)
   
6,415
     
99
%
   
(25
)
   
6,123
     
100
%
Corporate and other
   
(474
)
   
5,154
     
92
%
   
(70
)
   
6,173
     
99
%
Total fixed maturities
 
$
(867
)
 
$
33,145
     
97
%
 
$
(722
)
 
$
29,478
     
98
%
Common stocks
 
$
(779
)
 
$
14,298
     
95
%
 
$
(503
)
 
$
4,474
     
90
%
Perpetual preferred stocks
 
$
(254
)
 
$
8,246
     
97
%
 
$
-
   
$
-
     
-
%

 
   
Less Than Twelve Months
   
Twelve Months or More
 
2013
 
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
(49
)
 
$
1,912
     
98
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
(4,093
)
   
71,275
     
95
%
   
(905
)
   
6,536
     
88
%
Residential MBS
   
(184
)
   
17,184
     
99
%
   
(307
)
   
4,040
     
93
%
Commercial MBS
   
(180
)
   
2,915
     
94
%
   
(235
)
   
1,765
     
88
%
Asset-backed securities
   
(214
)
   
17,206
     
99
%
   
(81
)
   
3,644
     
98
%
Corporate and other
   
(1,844
)
   
40,902
     
96
%
   
(106
)
   
1,381
     
93
%
Total fixed maturities
 
$
(6,564
)
 
$
151,394
     
96
%
 
$
(1,634
)
 
$
17,366
     
91
%
Common stocks
 
$
(2,362
)
 
$
13,983
     
86
%
 
$
-
   
$
-
     
-
%
Perpetual preferred stocks
 
$
(1
)
 
$
999
     
100
%
 
$
-
   
$
-
     
-
%

At December 31, 2014, the gross unrealized losses on fixed maturities of $1.6 million relate to 51 securities. Investment grade securities (as determined by nationally recognized rating agencies) represented approximately 50% of the gross unrealized loss and 65% of the fair value.
 
15

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

The determination of whether unrealized losses are “other-than-temporary” requires judgment based on subjective as well as

objective factors. Factors considered and resources used by management include:
 
 
a)
whether the unrealized loss is credit-driven or a result of changes in market interest rates,

b)
the extent to which fair value is less than cost basis,

c)
cash flow projections received from independent sources,

d)
historical operating, balance sheet and cash flow data contained in issuer SEC filings and news releases,

e)
near-term prospects for improvement in the issuer and/or its industry,

f)
third party research and communications with industry specialists,

g)
financial models and forecasts,
 
h)
the continuity of dividend payments, maintenance of investment grade ratings and hybrid nature of certain investments,
 
i)
discussions with issuer management, and

j)
ability and intent to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value.

UTAIC analyzes its MBS securities for other-than-temporary impairment each quarter based upon expected future cash flows. Management estimates expected future cash flows based upon its knowledge of the MBS market, cash flow projections (which reflect loan to collateral values, subordination, vintage and geographic concentration) received from independent sources, implied cash flows inherent in security ratings and analysis of historical payment data. For 2014, UTAIC recorded $78,000 in other-than-temporary impairment charges related to its residential MBS.

UTAIC recorded $3.2 million in other-than-temporary impairment charges on common stocks in 2014. At December 31, 2014, the gross unrealized losses on common stocks of $1.3 million relate to 12 securities; $0.5 million (2 securities) have been in an unrealized loss position for more than 12 months.

Management believes UTAIC will recover its cost basis in the securities with unrealized losses and that UTAIC has the ability to hold the securities until they recover in value and had no intent to sell them at December 31, 2014.

A progression of the credit portion of other-than-temporary impairments on fixed maturity securities for which the non-credit portion of an impairment has been recognized in other comprehensive income is shown below (in thousands):

   
2014
   
2013
   
2012
 
Balance at January 1
 
$
4,307
   
$
4,730
   
$
4,710
 
Additional credit impairments on:
                       
Previously impaired securities
   
-
     
-
     
20
 
Securities without prior impairments
   
78
     
-
     
-
 
Reductions due to sales or redemptions
   
(129
)
   
(423
)
   
-
 
 
Balance at December 31
 
$
4,256
   
$
4,307
   
$
4,730
 
 
16

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

The table below sets forth the scheduled maturities of available for sale fixed maturities as of December 31, 2014 (dollars in thousands). Securities with sinking funds are reported at average maturity. Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers.

   
Amortized
   
Fair Value
 
Maturity
 
Cost
   
Amount
   
%
 
One year or less
 
$
15,694
   
$
16,034
     
2
%
After one year through five years
   
115,631
     
126,653
     
13
%
After five years through ten years
   
103,502
     
112,712
     
11
%
After ten years
   
398,500
     
479,396
     
49
%
Subtotal
   
633,327
     
734,795
     
75
%
 
MBS (average life of approximately 5 years)
   
193,553
     
212,591
     
21
%
ABS (average life of approximately 5 years)
   
35,030
     
35,702
     
4
%
 
Total
 
$
861,910
   
$
983,088
     
100
%

Certain risks are inherent in connection with fixed maturity securities, including loss upon default, price volatility in reaction to changes in interest rates, and general market factors and risks associated with reinvestment of proceeds due to prepayments or redemptions in a period of declining interest rates.

There were no investments in individual issuers that exceeded 10% of Shareholder’s Equity at December 31, 2014 or 2013.

Securities having a carrying value of approximately $20.1 million at December 31, 2014, were pledged to others as collateral for assumed reinsurance transactions or on deposit with regulatory authorities.
 
17

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Net Unrealized Gain on Marketable Securities In addition to adjusting equity securities and fixed maturity securities classified as “available for sale” to fair value, G AAP requires that deferred policy acquisition costs and certain other balance sheet amounts related to annuity, life and health businesses be adjusted to the extent that unrealized gains and losses from securities would result in adjustments to those balances had the unrealized gains or losses actually been realized. The following table shows (in thousands) the components of the net unrealized gain on securities that is included in AOCI in UTAIC’s Balance Sheet.

         
2014
       
   
Pretax
 
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
121,178
   
$
(42,412
)
 
$
78,766
 
Equity securities
   
2,392
     
(837
)
   
1,555
 
Deferred policy acquisition costs
   
(5,909
)
   
2,068
     
(3,841
)
Life, accident & health reserves
   
(86,420
)
   
30,247
     
(56,173
)
   
$
31,241
   
$
(10,934
)
 
$
20,307
 
 
             
2013
         
     
Pretax
   
Deferred Tax
     
Net
 
Unrealized gain on:
                       
Fixed maturity securities
 
$
67,801
   
$
(23,730
)
 
$
44,071
 
Equity securities
   
1,634
     
(572
)
   
1,062
 
Deferred policy acquisition costs
   
(8,884
)
   
3,109
     
(5,775
)
Life, accident & health reserves
   
(5,909
)
   
2,068
     
(3,841
)
   
$
54,642
   
$
(19,125
)
 
$
35,517
 

Net Investment Income The following table shows (in thousands) investment income earned and investment expenses incurred.
 
   
2014
   
2013
   
2012
 
Investment income
           
Fixed maturities
 
$
53,743
   
$
50,196
   
$
51,000
 
Equity securities
   
4,804
     
2,338
     
608
 
Policy loans
   
988
     
1,060
     
1,022
 
Other
   
526
     
408
     
420
 
Gross investment income
   
60,061
     
54,002
     
53,050
 
Investment expenses
   
(119
)
   
(278
)
   
(253
)
 
Net investment income
 
$
59,942
   
$
53,724
   
$
52,797
 

UTAIC’s investment portfolio is managed by a subsidiary of AFG. Investment expenses included investment management fees charged by this subsidiary of $6,000 in 2014, $168,000 in 2013 and $178,000 in 2012.
 
18

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Realized gains (losses) and changes in unrealized appreciation (depreciation) related to fixed maturity and equity security investments are summarized as follows (in thousands):

   
Fixed
Maturities
   
Equity
Securities
   
Mortgage
Loans
and Other
Investments
   
Other (a)
   
Tax Effects
   
Total
 
Year ended December 31, 2014
                       
Realized before impairments
 
$
(1,299
)
 
$
321
   
$
-
   
$
209
   
$
269
   
$
(500
)
Realized - impairments
   
(1,500
)
   
(3,236
)
   
-
     
-
     
1,658
     
(3,078
)
Change in unrealized
   
53,377
     
758
     
-
     
(77,536
)
   
8,191
     
(15,210
)
 
Year ended December 31, 2013
                                               
Realized before impairments
 
$
8,556
   
$
1,143
   
$
-
   
$
(615
)
 
$
(3,179
)
 
$
5,905
 
Realized - impairments
   
(491
)
   
(866
)
   
-
     
82
     
446
     
(829
)
Change in unrealized
   
(49,179
)
   
123
     
-
     
92,720
     
(15,283
)
   
28,381
 
 
Year ended December 31, 2012
                                               
Realized before impairments
 
$
18,520
   
$
2,991
   
$
-
   
$
(191
)
 
$
(2,377
)
 
$
18,943
 
Realized - impairments
   
(20
)
   
(249
)
   
-
     
5
     
92
     
(172
)
Change in unrealized
   
23,769
     
(428
)
   
-
     
(22,901
)
   
(154
)
   
286
 

(a)
Primarily adjustments to deferred policy acquisition costs and reserves related to long-term care business

Gross realized gains and losses (excluding impairment writedowns and mark-to-market of derivatives) on available for sale fixed maturity and equity security investment transactions included in the Statement of Cash Flows consisted of the following (in thousands):

   
2014
   
2013
   
2012
 
Fixed maturities:
           
Gross gains
 
$
805
   
$
1,802
   
$
3,186
 
Gross losses
   
(80
)
   
(30
)
   
-
 
 
Equity securities:
                       
Gross gains
   
321
     
1,143
     
2,991
 
Gross losses
   
-
     
-
     
-
 

D.
Derivatives

UTAIC has investments in MBS that contain embedded derivatives (primarily interest-only MBS) that do not qualify for hedge accounting. UTAIC records the entire change in the fair value of these securities in earnings. These investments are part of UTAIC’s overall investment strategy, representing a small component of UTAIC’s overall investment portfolio and had a fair value of $21.5 million and $27.2 million at December 31, 2014 and 2013, respectively. The gain or loss resulting for changes in fair value of these securities is included in realized gains on securities in the Statement of Operations and was a loss of $2.0 million in 2014 compared to gains of $6.8 million and $0.8 million in 2013 and 2012, respectively.
 
19

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

E.
Reinsurance

The Company is contingently liable with respect to reinsurance ceded in that the liability for such reinsurance would become that of the Company upon failure of any reinsurer to meet its obligations under a particular reinsurance agreement. Retention limits under accident and health insurance policies vary from plan to plan.

During 2012, in conjunction with and prior to the sale of certain affiliated insurance companies to Cigna, the Company entered into a reinsurance agreement with Loyal which ceded 100% of all accident and health policies, excluding LTC. Under the agreement, all activity on these policies after existing reinsurance is ceded to Loyal. There was no ceding commission on this transaction. At December 31, 2014, the Company had a $174.5 million reinsurance recoverable from Loyal (A- rated by A. M. Best), for which Loyal holds investments in a trust.

During 2014, the Company entered into an agreement with a non-affiliated reinsurer to commute two reinsurance agreements covering a portion of the Company’s LTC business. The Company received a commutation payment of $10.3 million in exchange for releasing the reinsurer from its future obligations under these treaties. The Company recorded a pre-tax loss of $4.5 million on this transaction.

The effect of reinsurance on premiums for the years ended December 31, is as follows (in thousands):

   
2014
   
2013
   
2012
 
Direct premiums
 
$
170,003
   
$
178,225
   
$
185,230
 
Reinsurance assumed
   
4,803
     
4,767
     
5,781
 
Reinsurance ceded
   
(103,923
)
   
(110,109
)
   
(38,365
)
Net premiums
 
$
70,883
   
$
72,883
   
$
152,646
 

Reinsurance recoveries were $58.9 million, $61.8 million and $23.4 million for 2014, 2013 and 2012, respectively.
 
20

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED
 
F.
Deferred Policy Acquisition Costs

A progression of deferred policy acquisition costs is presented below (in thousands):

   
Deferred
Costs
   
Sales
Inducements
   
Present Value
of Future Profits
   
Unrealized
   
Total
 
Balance at January 1, 2012
 
$
130,703
   
$
3,479
   
$
12,716
   
$
(84,669
)
 
$
62,229
 
Additions and other
   
12,248
     
(91
)
   
-
     
-
     
12,157
 
Amortization:
                                       
Periodic amortization
   
(14,366
)
   
(278
)
   
(1,296
)
   
-
     
(15,940
)
LTC loss recognition
   
(66,938
)
   
-
     
(5,222
)
   
-
     
(72,160
)
Annuity unlocking
   
(34
)
   
(18
)
   
(3
)
   
-
     
(55
)
Included in realized gains
   
(118
)
   
(61
)
   
(7
)
   
-
     
(186
)
Change in unrealized
   
-
     
-
     
-
     
73,433
     
73,433
 
Balance at December 31, 2012
 
$
61,495
   
$
3,031
   
$
6,188
   
$
(11,236
)
 
$
59,478
 
 
Additions and other
   
535
     
(97
)
   
-
     
-
     
438
 
Amortization:
                                       
Periodic amortization
   
(7,305
)
   
(203
)
   
(823
)
   
-
     
(8,331
)
Annuity unlocking
   
(412
)
   
(233
)
   
(34
)
   
-
     
(679
)
Included in realized gains
   
(318
)
   
(170
)
   
(45
)
   
-
     
(533
)
Change in unrealized
   
-
     
-
     
-
     
2,352
     
2,352
 
Balance at December 31, 2013
 
$
53,995
   
$
2,328
   
$
5,286
   
$
(8,884
)
 
$
52,725
 
 
Additions and other
   
538
     
(52
)
   
-
     
-
     
486
 
Amortization:
                                       
Periodic amortization
   
(6,304
)
   
(188
)
   
(733
)
   
-
     
(7,225
)
Annuity unlocking
   
1,957
     
951
     
55
             
2,963
 
Included in realized gains
   
134
     
63
     
12
     
-
     
209
 
Change in unrealized
   
-
     
-
     
-
     
2,975
     
2,975
 
Balance at December 31, 2014
 
$
50,320
   
$
3,102
   
$
4,620
   
$
(5,909
)
 
$
52,133
 

The present value of future profits (“PVFP”) amounts in the table above are net of $53.3 million and $52.6 million of accumulated amortization at both December 31, 2014 and 2013, respectively. The expected amortization of PVFP, net of interest, will average approximately $570,000 per year over the next five years.

G.
Life, Accident and Health Reserves
 
Life, accident and health reserves consist of the following (in thousands):

   
2014
   
2013
 
Long-term care insurance reserves
 
$
751,535
   
$
588,660
 
Traditional life insurance reserves
   
23,216
     
22,398
 
Other accident and health insurance reserves
   
172,891
     
182,335
 
Total life, accident and health reserves
 
$
947,642
   
$
793,393
 

Long-term care reserves are discounted at rates varying from 5.6% to 6.2%.  The Company uses the 1994 Group Annuity Mortality Table, modified for Company experience.  Long-term care insurance reserves include unearned premiums of $12.2 million and $12.3 million at December 31, 2014 and 2013, respectively.
 
21

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

At December 31, 2014 UTAIC had $87.1 million of inforce life insurance face amount compared to $93.0 million at December 31, 2013.

Life, accident and health reserves include liabilities for long-term care policies which are estimates of future payments for reported and unreported claims, with respect to insured events, which have occurred prior to the balance sheet date. Activity in the liability and reserve accounts for unpaid claims, which includes a provision for claim adjustment expenses, net of amounts recoverable from reinsurers is summarized as follows (in thousands):

   
2014
   
2013
   
2012
 
Beginning balance as of January 1
 
$
71,132
   
$
55,854
   
$
42,209
 
Less reinsurance recoverables
   
(2,518
)
   
(2,397
)
   
(1,328
)
Net balance as of January 1
   
68,614
     
53,457
     
40,881
 
 
Incurred related to insured events of:
                       
Current year
   
38,282
     
38,138
     
30,946
 
Prior years
   
(1,675
)
   
361
     
(311
)
Total incurred
   
36,607
     
38,499
     
30,635
 
 
Paid related to insured events of:
                       
Current year
   
(4,527
)
   
(4,712
)
   
(3,101
)
Prior years
   
(25,983
)
   
(21,014
)
   
(16,799
)
Total paid
   
(30,510
)
   
(25,726
)
   
(19,900
)
 
Interest on liability for policy and contract claims
   
3,041
     
2,384
     
1,841
 
Reinsurance recaptured
   
2,177
     
-
     
-
 
Net balance as of December 31
   
79,929
     
68,614
     
53,457
 
 
Add reinsurance recoverables
   
-
     
2,518
     
2,397
 
Ending balance as of December 31
 
$
79,929
   
$
71,132
   
$
55,854
 

The development of 2014 and 2012 liabilities is primarily due to positive experience in claims ultimately settled for less than the estimated liabilities. The 2013 development is primarily due to negative experience in claims ultimately settled for more than the estimated liabilities.

In 2012, UTAIC recorded a pre-tax loss recognition charge of $130.5 million to write off $72.2 million in deferred policy acquisition costs and increase reserves by $58.3 million on its long-term care business, due primarily to the future impact of changes in assumptions related to future investment yields, as well as changes in claims, expenses and persistency assumptions. No additional loss recognition charges were recorded in 2014 or 2013.
 
22

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

H.
Shareholder's Equity

Accumulated Other Comprehensive Income, Net of Tax (“AOCI”) Comprehensive income is defined as all changes in Shareholder’s Equity except those arising from transactions with shareholders. Comprehensive income includes net earnings and other comprehensive income, which consists primarily of changes in net unrealized gains or losses on available for sale securities.

The progression of the components of accumulated other comprehensive income follows (in thousands):

       
Other Comprehensive Income
     
   
AOCI
Beginning
 Balance
   
Pretax
   
Tax
   
Net
Of
Tax
   
AOCI
Ending
Balance
 
Year ended December 31, 2014
                   
Net unrealized gains on securities:
                   
Unrealized holding gains (losses) on securities arising during the period
     
$
(28,906
)
 
$
10,118
   
$
(18,788
)
   
Reclassification adjustment for realized (gains) losses included in net earnings (a)
       
5,505
     
(1,927
)
   
3,578
     
Total net unrealized gains on securities (b)
$
35,517
   
(23,401
)
   
8,191
     
(15,210
)
$
20,307
 
 
Year ended December 31, 2013
                                       
Net unrealized gains on securities:
                                       
Unrealized holding gains (losses) on securities arising during the period
         
$
51,473
   
$
(18,016
)
 
$
33,457
         
Reclassification adjustment for realized (gains) losses included in net earnings (a)
           
(7,809
)
   
2,733
     
(5,076
)
       
Total net unrealized gains on securities (b)
$
7,136
   
43,664
     
(15,283
)
   
28,381
 
$
35,517  
 
Year ended December 31, 2012
                                       
Net unrealized gains on securities (b)
$
6,850
$
440
   
$
(154
)
 
$
286
     $
7,136
 
 
(a)
The reclassification adjustment out of net unrealized gains on securities affected the following lines in UTAIC’s Consolidated Statement of Operations:

OCI component
 
Affected line in the Consolidated Statement of Operations
Pretax
 
Realized gains on securities
Tax
 
Provision for income taxes

 
(b)
Includes net unrealized gains of $585,000 at December 31, 2014 compared to $186,000 at December 31, 2013 and $0 at December 31, 2012, related to securities for which only the credit portion of an other-than-temporary impairment has been recorded in earnings.
 
23

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

I.
Income Taxes

The following is a reconciliation of income taxes at the statutory rate of 35% to the provision (benefit) for income taxes as shown in the Statement of Operations (dollars in thousands):
 
   
2014
   
2013
   
2012
 
   
Amount
   
% of LBT
   
Amount
   
% of LBT
   
Amount
   
% of LBT
 
Losses before income taxes ("LBT")
 
$
(14,530
)
     
$
(11,803
)
     
$
(92,718
)
   
                                     
Income tax benefit at statutory rate
 
$
(5,086
)
   
35
%
 
$
(4,131
)
   
35
%
 
$
(32,451
)
   
35
%
Effect of:
                                               
Tax-exempt interest
   
(524
)
   
4
%
   
(221
)
   
2
%
   
(125
)
   
0
%
Dividends received deduction
   
(45
)
   
0
%
   
(105
)
   
1
%
   
(10
)
   
0
%
State income taxes
   
35
     
0
%
   
(66
)
   
1
%
   
118
     
0
%
Other
   
177
     
(1
%)
   
(52
)
   
0
%
   
(65
)
   
0
%
                                               
Income tax benefit as shown on the Statement of Operations
 
$
(5,443
)
   
38
%
 
$
(4,575
)
   
39
%
 
$
(32,533
)
   
35
%

UTAIC’s 2012 through 2014 tax years remain subject to examination by the IRS.

The total income tax provision (benefit) consists of (in thousands):

   
2014
   
2013
   
2012
 
Current taxes:
           
Federal
 
$
(4,306
)
 
$
(2,269
)
 
$
(4,019
)
Foreign
   
8
     
-
     
17
 
State
   
54
     
(101
)
   
182
 
Deferred taxes:
                       
Federal
   
(1,199
)
   
(2,205
)
   
(28,713
)
Income tax benefit
 
$
(5,443
)
 
$
(4,575
)
 
$
(32,533
)
 
24

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Deferred income tax assets and liabilities reflect temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes. The significant components of deferred tax assets and liabilities included in the Balance Sheet at December 31 were as follows (in thousands):

   
2014
   
2013
 
Deferred tax assets:
       
Insurance claims and reserves
 
$
7,441
   
$
7,451
 
Deferred policy acquisition costs
   
1,281
     
402
 
Employee benefits
   
454
     
420
 
Other, net
   
951
     
2,001
 
Total deferred tax assets
   
10,127
     
10,274
 
Deferred tax liabilities:
               
Investment securities
   
(2,676
)
   
(3,531
)
Unrealized gains related to investments
   
(10,934
)
   
(19,125
)
Total deferred tax liabilities
   
(13,610
)
   
(22,656
)
 
Net deferred tax liability
 
$
(3,483
)
 
$
(12,382
)

The likelihood of realizing deferred tax assets is reviewed periodically. There was no valuation allowance against deferred tax assets as of December 31, 2014 and 2013.

The change in the net deferred tax assets primarily relates to the decrease in the deferred tax liability associated with unrealized gains on fixed maturity securities and insurance claims and reserves.

In July 2014, AFG finalized a settlement with the IRS related to tax years 2008 and 2009. As a result, UTAIC’s uncertain tax positions are now effectively settled, allowing UTAIC to reduce its liability for uncertain tax positions by $61,000 in 2014. Although UTAIC will pay $87,000 under this settlement, the reduction in this liability resulted in offsetting increases to UTAIC’s deferred tax liability and, as a result, did not impact its effective tax rate. The following is a progression of UTAIC’s uncertain tax positions, excluding interest and penalties, which all relate to the uncertainty as to the timing of tax return inclusion of investment income of certain debt securities (in thousands):

   
2014
   
2013
   
2012
 
Balance at January 1
 
$
148
   
$
106
   
$
249
 
Reductions for tax positions of prior years
   
(61
)
   
-
     
(200
)
Additions for tax positions of prior year
   
-
     
-
     
15
 
Additions for tax positions of current year
   
-
     
42
     
42
 
Settlements
   
(87
)
   
-
     
-
 
Balance at December 31
 
$
-
   
$
148
   
$
106
 

Net cash refunds/(payments) for income taxes were $1.7 million, $8.9 million and ($0.7 million) for 2014, 2013 and 2012, respectively.

At December 31, 2014 UTAIC had $1.0 million receivable from AFG for current income taxes which is included in other assets on the Balance Sheet. At December 31, 2013 UTAIC had $1.5 million payable to AFG for current income taxes which is included in other liabilities on the Balance Sheet.
 
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UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

J.
Contingencies

UTAIC is involved in litigation from time to time, generally arising in the ordinary course of business. This litigation may include, but is not limited to, general commercial disputes, lawsuits brought by policyholders, employment matters, reinsurance collection matters and actions challenging certain business practices of insurance subsidiaries. None of these matters are expected to have a material adverse impact on UTAIC’s results of operations or financial condition.

K.
Statutory Information

UTAIC is required to file financial statements with state insurance regulatory authorities prepared on an accounting basis prescribed or permitted by such authorities (statutory basis). Net earnings (losses) and capital and surplus on a statutory basis for UTAIC is as follows (in thousands):

Net Earnings/(Losses)
   
Capital and Surplus
 
2014
 
2013
   
2012
   
2014
 
2013
 
$
  (36,576)
 
$
3,471
   
$
(16,379
)
 
$
56,138
   
$
84,410
 

The National Association of Insurance Commissioners’ (“NAIC”) model law for risk based capital (“RBC”) applies to life insurance companies. RBC formulas determine the amount of capital that an insurance company needs so that it has an acceptable expectation of not becoming financially impaired. Companies below specific trigger points or ratios are subject to regulatory action. At December 31, 2014 and 2013, the capital ratios of UTAIC exceeded the RBC requirements.

UTAIC did not use any prescribed or permitted statutory accounting practices that differed from the NAIC statutory accounting practices at December 31, 2014 or 2013.

UTAIC received cash capital contributions from its sole shareholder, GAFRI, totaling $10.0 million, $35.0 million and $4.0 million in 2014, 2013 and 2012 respectively. The maximum amount of dividends that can be paid to shareholders in 2015 by life insurance companies domiciled in the State of Texas without prior approval of the Insurance Commissioner is the greater of 10% of statutory surplus as regards to policyholders or statutory net income as of the preceding December 31, but only to the extent of statutory earned surplus as of the preceding December 31. The maximum amount of dividends payable in 2015 by UTAIC without prior approval is $0 based on net loss and/or earned deficit.

L.
Additional Information

Related Parties Certain administrative, management, accounting, actuarial, data processing, collection and investment services are provided under agreements between UTAIC and affiliates. The amount received from Continental General Insurance Company, an affiliate, for such services was $3.2 million, $1.5 million and $5.2 million in 2014, 2013 and 2012, respectively. The amount paid to affiliates for such services was $2.7 million, $3.4 million and $1.2 million 2014, 2013 and 2012, respectively. At December 31, 2014 and 2013 UTAIC had net intercompany receivables of $0.3 million and $0.2 million, respectively.

Operating Leases Total rental expense for leases of office space was $560,000, $481,000 and $397,000 in 2014, 2013 and 2012, respectively. UTAIC leases space from AFG and GAFRI. UTAIC has no contractual obligations for rent but expects to pay similar amounts in future periods to AFG and GAFRI.

Benefit Plans UTAIC expensed approximately $195,000, $178,000 and $336,000 in 2014, 2013 and 2012, respectively, related to the retirement and employee savings plans.
 
26

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

M.
Subsequent Event

The Company has evaluated subsequent events through September 3, 2015, the date its financial statements were available to be issued.

On April 14, 2015 GAFRI and UTAIC entered into a definitive agreement with HC2 Holding Inc. to sell all of the stock of UTAIC and Continental General Insurance Company, an affiliate. The agreement is subject to receipt of regulatory approvals and is expected to close in the second half of 2015.
 
 
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