Angie Kim Division of Corporation Finance RE: Meeting ...

TO: FROM:

RE: DATE:

MEMORANDUM File Angie Kim Division of Corporation Finance Meeting with representatives of the life and annuity insurance industry November 22, 2017

On August 30, 2017, Commission staff met with representatives of the life and annuity insurance industry to discuss the Business and Financial Disclosure Required by Regulation S-K concept release.

The following Commission staff participated: Barry Miller, William Kotapish, Keith Carpenter, Harry Eisenstein, Brian Johnson, Matt DeLesDernier, Jennifer McHugh, Ryan Moore and Alison Staloch of the Division of Investment Management and Robert Evans, Karen Garnett, Kyle Moffatt, Suzanne Hayes, Jim Rosenberg, and Lindsay McCord of the Division of Corporation Finance.

The following representatives of the life and annuity insurance industry participated: Stephen Roth, Stewart Gregg, Carl Wilkerson, Dodie Kent, Sarah Patterson, Ryan Logsdon, Kara Roe, Jason Berkowitz, Lee Covington, John Deitelbaum, James Rodolakis, Judy Bartlett, Charles Whites, and Jacqueline Veneziani.

The attached materials were circulated during and as a follow-up to the meeting.

IACLI

THE Committee

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oF

Annuity Insurers

annuity-

Insured Retirement Institute

NON-VARIABLE INSURANCE PRODUCTS

MEETING WITH THE STAFF OF THE U.S. SECURITIES AND EXCHANGE COMMISSION

August 30, 2017

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Meeting Attendees

AMERICAN COUNCIL OF LIFE INSURERS (ACLI) Carl Wilkerson, Vice President & Chief Counsel Securities & Litigation

THE COMMITTEE OF ANNUITY INSURERS (CAI) Stephen Roth, Partner, EVERSHEDS SUTHERLAND (US) LLP Dodie Kent, Partner, EVERSHEDS SUTHERLAND (US) LLP

INSURED RETIREMENT INSTITUTE (IRI) Lee Covington, Senior Vice President & General Counsel Jason Berkowitz, Vice President and Counsel, Regulatory Affairs

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA Stewart Gregg, Second Vice President & Senior Securities Counsel

GLOBAL ATLANTIC FINANCIAL COMPANY Sarah M. Patterson, Senior Vice President, Associate General Counsel

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY Ryan Logsdon, Associate General Counsel, Products & Corporate Kara Roe, Controller

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY John Deitelbaum, Senior Vice President & Deputy General Counsel James Rodolakis, Vice President & Senior Counsel

NEW YORK LIFE INSURANCE COMPANY Judy Bartlett, Vice President & Associate General Counsel Charles Whites, vice President & Associate General Counsel

SYMETRA LIFE INSURANCE COMPANY Jacqueline Veneziani, Senior Vice President & Deputy General Counsel

,

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Overview of Topics

I. The retirement crisis and the need for guaranteed lifetime income solutions

II. SEC disclosure reform priorities

III. Relief sought from current disclosure requirements

IV. Company perspectives on disclosure effectiveness and burdens

V. Further discussion of requested relief

VI. Possible avenues for obtaining relief

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I. THE NEED FOR GUARANTEED LIFETIME INCOME SOLUTIONS

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Accumulation for Retirement and Guaranteed Lifetime Income Solutions

? Investors are not saving enough for retirement and lack sufficient longevity protection

? To meet investor needs, insurance companies have focused on diversifying their mix of investment products offering guaranteed lifetime income solutions

? Diversification means:

? Investors are able to choose from a wider range of products with different risk/return characteristics (e.g., MVA annuities and index-linked annuities); and

? Insurers are able to spread risks across various products that react differently in different market conditions.

Traditional Insurance Products

? Exempt from regulation under the federal securities laws

Registered Non-variable Products

? Registered under the 1933 Act

Variable Insurance Products

? Investment company securities regulated under the 1933 and 1940 Acts

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II. SEC DISCLOSURE EFFECTIVENESS PRIORITIES

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Regulation S-K Concept Release

? "[H]igh levels of immaterial disclosure can obscure important information or reduce incentives for certain market participants to trade or create markets for securities.

? "The benefits associated with disclosing certain items of information may be greater in some cases than in others, such as when an item of disclosure reflects an important part of one registrant's operations but an immaterial part of another's. In this context, it may be important to consider various approaches to trigger disclosure where it is more likely to be important, rather than in all cases. It may also be useful to have disclosure requirements, or guidance in fulfilling these requirements, that are specific to certain industries or other subsets of registrants."

? "In the S-K Study, the staff recommended consideration of the criteria used to determine eligibility for potential further scaling of disclosure requirements and, in particular, whether it would be appropriate to scale for companies other than EGCs."

Business and Financial Disclosure Required by Regulation S-K, Release Nos. 33-10064; 34-77599 (Apr. 13, 2016)

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