保德信金融集團 (PRU) 2011 Q4 法說會逐字稿

And thank you so much, ladies and gentlemen, for standing by. Welcome to the fourth quarter 2011 Prudential Financial earnings call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will be given at that time.

(Operator Instructions)

As a reminder, this conference is being recorded. I will now turn the conference over to our host, Mr. Eric Durant. Please go ahead.

Thank you, Karen, and thank you to all of you for joining our earnings call, the first in our 11th year as a public company. Participants on today's call include John Strangfeld, CEO; Mark Grier, Vice Chairman; Rich Carbone, CFO; Ed Baird, Head of International Operations; Charlie Lowery, Head of Domestic Operations; and Peter Sayre, Principal Accounting Officer.

I'll read a quick commercial message and then we'll get started. In order to help you to understand Prudential Financial, we will make some forward-looking statements in the following presentation. It is possible that actual results may differ materially from the predictions we make today. Additional information regarding factors that could cause such a difference appears in the section titled Forward-Looking Statements and Non-GAAP Measures of our earnings press release for the fourth quarter of 2011, which can be found on our website at www.investor.prudential.com.

In addition, in managing our Businesses, we use a non-GAAP measure we call adjusted operated income to measure the performance of our financial services Businesses. Adjusted operating income excludes net investment gains and losses as adjusted, and related charges and adjustments, as well as results from divested Businesses. Adjusted operating income also excludes recorded changes in asset values that are expected to ultimately accrue to contract holders, and recorded changes in contract holder liabilities, resulting from changes in related asset values. Our earnings press release contains information about our definition of adjusted operating income. The comparable GAAP presentation and the reconciliation between the two for the quarter and year ended December 31 are set out in our earnings press release on our website. Additional historical information relating to the Company's financial performance is also located on our website.

John?

Thank you, Eric. Good morning, everyone. Thank you for joining us.

Now that we've closed the books on 2011, I will kick things off with some high level comments on the year as a whole. First, earnings. Earnings per share, based on after-tax adjusted operating income of the financial services Businesses were $6.41 compared to $6.17 a year ago. This modest improvement in EPS does not reflect our progress during the year. If you remove the market-driven and discrete items we have disclosed each quarter, which Rich and Mark will review with you for the fourth quarter, the EPS increase would be 22%.

Second, capital. Our capital position remains exceedingly strong. We are well-positioned to pursue business opportunities and we have capacity to remain strongly capitalized, even in stressed environments. As for capital management, we will continue to seek acquisitions where we can realize attractive returns that are comfortable with the execution risk, such as our acquisition of Star and Edison. At the same time, we take a balanced approach to investing in businesses and returning capital to shareholders. During the second half, we returned about $1.7 billion of capital to shareholders through our share repurchase program and increased dividend. We did this while maintaining a solid balance sheet and growing book value.

Third, commercial momentum. We are a leader in the markets we have chosen to compete in, and you can see strong commercial momentum reflected in our business drivers. Solid sales and flows drove underlying growth in our US businesses, with headlines in Retirement and Asset Management. Prudential Retirement's gross deposits and sales reached a record high $44 billion, driven by strong sales in the Institutional stable value wrap market, and including groundbreaking defined benefit risk transfer sales. Account values in Annuities and Retirement registered significant gains from a year earlier, and AUM in Asset Management exceeded the $600 billion mark for the first time. As you know, we strengthened our International business with the Star and Edison acquisitions last February. Business integration is well on track, with the successful completion of the merger of Star and Edison into Gibraltar on January 1 being a major event.

We remain confident that we will achieve planned expense savings on schedule. In international insurance, we are benefiting from expanding distribution and continued growth in the Life Insurance Protection and Retirement markets. Among our milestones in 2011 was more than $3 billion of annualized new business premiums, including the initial contribution from Star and Edison, and a growing contribution from the bank channel in Japan.

So to conclude, Prudential had a very good year, driven by the quality of our individual Businesses, by the mix of those businesses, by our financial strength, and, we believe, by the talent of our people. Our solid results enhance our confidence that we will achieve our ROE aspiration of 13% to 14% for 2013. With that, I'll turn it over to Rich.

Thanks John. Good morning, everyone.

Last night, we reported common stock earnings per share of $1.97 for the fourth quarter, based on adjusted operating income for the Financial Services Business. Now this compares to $1.76 per share in the year-ago quarter. We have a short but not insignificant list of market-driven and discrete items affecting current quarter results. In the Annuities Business, the equity market increase in the quarter caused us to release a portion of our reserves for guaranteed minimum death and income benefits, and led to a favorable DAC unlocking, resulting in a benefit totaling $0.28 per share. In Individual Life, the equity market increase in the quarter drove a reduction in net amortization of DAC and related items for a benefit of $0.03 per share; and the International Insurance, Gibraltar Life, and other operations benefited by $0.15 per share from the sale of our stake in the pension fund manager in Mexico.

This benefit was largely offset by the integration costs of $0.13 relating to the Star/Edison acquisition. In total, the items I just mentioned had a net favorable impact of about $0.33 per share on the fourth quarter results. The year-ago quarter benefited about $0.32 per share from unlockings and reserve releases, mainly from the 10% increase in the S&P 500 in that quarter, and from the gain on the partial sale of the indirect investment in the China Pacific Life group. Taking these items out of both the current and the year ago quarters, would produce an EPS increase of about $0.14 per share, driven largely by organic business growth and the contribution of Star/Edison earnings extra one time charges, of course.

Moving onto the GAAP results of our Financial Services Business. We reported net income of $606 million or $1.26 per share for the fourth quarter, compared to $213 million or $0.45 per share a year ago. GAAP net income for the current quarter includes amounts characterized as pre-tax realized investment losses of $568 million. This compares to $906 million of pre-tax realized investment losses in the year-ago quarter. The $568 million of current quarter losses includes net losses of $367 million, primarily from product-related hedging activities. Impairments and credit losses amounted to $142 million, and losses from asset and liability value changes, driven mainly by currency fluctuations, amounted to $95 million. These losses were partially offset by net gains from general portfolio activities, mainly sales.

Book value per share on a GAAP basis amounted to $75.04 at year-end, and this compares to $63.11 a year earlier. As of year end, gross unrealized losses on the general account fixed maturities were $4.3 billion. This compares to $3.1 billion a year ago, with nearly all of the increases taking place in the third quarter, and mainly resulting from foreign currency movements; and we ended the year in a net unrealized gain position of $10.5 billion. Book value per share, excluding unrealized investment gains and losses, and pension and post-retirement benefits stood at $66.63 at year-end, up $7.15 from a year ago. And of course, that is after giving effect to our common stock dividend of $1.45 per share, a 26% increase from the 2010 dividend.

Now our capital position. First, I'll focus on the insurance companies. We are continuing to manage these companies to capital levels consistent with what we believe are AA standards. Prudential Insurance began last year with an RBC ratio of 533%. During the year, Prudential Insurance paid dividends totaling $1.6 billion to the holding company, Prudential Financial Inc., essentially moving excess capital to the parent company and thereby enhancing our financial flexibility. While statutory results for 2011 are not yet final, we estimate that RBC for Prudential Insurance as of year-end 2011 will be in the 500% range.

Our Japanese insurance companies recently reported their solvency margins as of September 30, 2011, using both the historical calculation method and the new method that becomes effective this year. These companies were comfortably above their targets under both methods. Effective January 1, we successfully merged the Star and Edison companies into Gibraltar Life. We are confident, at the end of their current fiscal year, which ends March 31, 2012, our Japanese companies will continue to report strong solvency margins relative to their targets.

Next, looking at the overall capital position for the Financial Services Business. And now, as you know, we calculate our balance sheet capital capacity by comparing the statutory capital position in Prudential Insurance to a 400% RBC ratio and then add capital capacity held at both the parent and other subsidiaries. We began 2011 with on-balance sheet capital capacity that we estimated was in the range of $4 billion to $4.5 billion. And that was after adjusting for the Star/Edison acquisition and the sale of global commodities. During 2011, we added about $3.5 billion of capital and used about $2 billion of that to fund the capital needs of our businesses. We returned about $1.7 billion to shareholders through our share repurchase program and our common stock dividend. The remaining authorization under the share repurchase program, which extends through 2012, is $500 million.

The net result of these activities left our on-balance sheet capital capacity essentially unchanged from where we began 2011, about $4 billion to $4.5 billion; and this is consistent with the estimate we provided you in November. So really nothing has changed -- on our capital capacity, that is. Of our $4 billion to $4.5 billion in capital capacity, we estimate that about half is readily deployable. Now turning to the cash position at the holding company, the parent company -- cash in short-term investments, net of outstanding commercial paper, amounted to roughly $3 billion at year-end. We continue to target maintaining at least a $1 billion liquidity cushion at the parent. The excess of our capital position over this target is available to repay maturing debt, fund operating needs of our subsidiaries, and to be redeployed over time, including for share repurchases.

Now I'll turn it over to Mark, to review the business results for the quarter.

Thank you, Rich. Good morning, good afternoon, or good evening, whichever is appropriate.

I'll start with our US businesses. Our Annuity Business reported adjusted operating income of $391 million for the fourth quarter, compared to $345 million a year ago. The reserve true-ups and DAC unlocking that Rich mentioned had a net favorable impact of $180 million on current quarter results. This includes a benefit of $121 million from the release of a portion of our reserves for guaranteed minimum death and income benefits, and a further benefit of $59 million from reduced amortization of deferred policy acquisition and other costs. In both cases, reflecting favorable market performance.

Results for the year-ago quarter included a net benefit of $146 million from a favorable DAC unlocking and reserve true-ups, largely driven by the 10% increase in the S&P 500 that quarter. Stripping out the unlockings and true-ups, annuity results were $211 million for the current quarter, compared to $199 million a year ago, or an increase of $12 million. This increase represents the net effect of growth in our fees, at a very solid pace, partly offset by a higher level of base DAC amortization, and by higher expenses and interest charges in the current quarter.

Policy charges and fee income in the quarter increased by $57 million, or 14% from a year ago, reflecting an increase of $10 billion in average variable annuity [suffered] account values driven by $13 billion in net sales over the past year. However, we have accelerated our base level of DAC amortization in the current quarter, following our negative unlocking in the third quarter. In addition, current quarter expenses were higher than a year ago, partly as a result of business development costs. And interest expense was also higher, reflecting the financing of commissions and other costs of writing new business. Our gross variable annuity sales for the quarter amounted to $4.4 billion, in line with the second and third quarters. This compares to $6.1 billion dollars a year ago, when new business was bolstered by sales in advance of the repricing of our Annuity product in early 2011.

Our relative position within the top few variable annuity writers from one quarter to another reflects the constant dynamic of changes in the marketplace, including actions by competitors to revamp their products, which led, in some instances, to sales surges due to product introductions or in anticipation of future retrenchments or repricings. Our Highest Daily protected value feature, coupled with auto rebalancing tailored to each customer's account, clearly distinguishes our product and has a proven track record of more than five years with clients and their advisors. We strongly believe that our consistent approach to product design and our demonstrated commitment to the advisor-sold variable annuity business provide us with a solid competitive advantage in the market that is very much driven by third-party gatekeepers and distributors. And that the various ways of product design changes and market entries, exits, and re-entries by various providers serve to distinguish us and strengthen our position with our distribution partners.

The Retirement segment reported adjusted operating income of $142 million for the current quarter, compared to $147 million a year ago. The decrease reflected a lower contribution from investment results, mainly driven by non-coupon asset classes. The weaker investment results in the current quarter were partly offset by higher fees, reflecting account value growth in institutional investment products and by lower expenses. Total Retirement growth deposits and sales reached a record high $14.7 billion for the quarter, up 33% from a year ago. The increase was driven by sales of stable value wrap products sold to plan sponsors on a stand alone basis, which amounted to $8.8 billion in the quarter, up from $6 billion a year ago. Stand-alone Institutional sales also included two longevity reinsurance cases, totaling $1.6 billion, in the emerging defined benefit risk transfer market, where we are developing innovative solutions to help plan sponsors and benefit providers manage the risks of defined benefit pension plans.

These DBRT sales follow our initial pension risk transfer sales earlier in the year, which included a pension plan buy-in of a specifically-designed annuity product, the first of its kind in the US market. While this market is still developing, we see this as a long-term opportunity, where we will be among just a few companies that can offer effective solutions to deal with defined benefit pension plan risks. Full-service Retirement gross deposits and sales were $3.9 billion in the current quarter, compared to $4.1 billion a year ago. We are continuing to see slow case turnover in the mid to large case market, which is our primary focus. Lapses of two large cases, primarily record-keeping services cases with relatively limited fees, contributed to net outflows for our full-service business of about $2 billion in the quarter. Overall, net additions for the Retirement business were $6.7 billion for the quarter, compared to $4.5 billion a year ago. Account values stood at a record high $229.5 billion at the end of the quarter, up 12% from a year ago.

The Asset Management Business reported adjusted operating income of $155 million for the current quarter, compared to $132 million a year ago, for a 17% increase in earnings. The improvement in results came mainly from higher asset management fees driven by growth in assets under management. The segment's assets under management reached $619 billion as of year-end, up about $80 billion, or 15% from a year earlier. The increase in AUM reflected positive net flows in each of the past four quarters, cumulative market appreciation, and the addition of about $15 billion, primarily US dollar general account assets, from the Star and Edison acquisitions last February. The increase in earnings for the quarter also reflected a $7 million greater contribution from performance-based fees driven by institutional fixed income and real estate funds we manage.

Adjusted operating income for our Individual Life Insurance business was $146 million for the current quarter, compared to $131 million a year ago. Lower amortization of deferred policy acquisition costs and other items, reflecting favorable separate account performance in relation to our assumptions, benefited the current quarter by about $20 million and contributed about $10 million to the increase in results from the year-ago quarter, which also benefited from market performance. In addition, current quarter results benefited from a greater contribution from underwriting results, driven by growth in our books of Universal Life and Term Insurance, reflecting an increase of $24 billion or 5% in insurance in force for those products over the past year. Mortality was favorable in relation to our average expectations for both the current quarter and the year-ago quarter. It had a modest positive impact in the comparison of quarterly results. Sales based on annualized new business premiums amounted to $75 million for the current quarter, up from $67 million a year ago. The increase was driven by third-party sales and reflects our improved relative competitive position in the Universal Life market.

The Group Insurance business reported adjusted operating income of $55 million in the current quarter, compared to $69 million a year ago. Higher current quarter expenses, a lower contribution from investment results, and less favorable Group Disability underwriting results, each contributed to the earnings decline. More favorable Group Life underwriting results, reflecting business growth and improved claims experience, was a partial offset. Group Insurance sales for the quarter were $86 million, including $49 million for Group Life. This compares to a total of $109 million a year ago. More than three-quarters of our Group Life sales in the current quarter, and about two-thirds for the full year, were voluntary business, representing coverage purchased by employees or association members, rather than employer-paid insurance.

Turning now to our international businesses. Gibraltar Life's adjusted operating income was $356 million in the current quarter, compared to $260 million a year ago. As Rich mentioned, Gibraltar's results for the current quarter include income of $96 million from the sale of our stake in a [4a-21], a pension fund manager in Mexico. Going the other way, Gibraltar's results for the quarter absorbed $94 million of integration costs for the Star and Edison acquisitions. We continue to expect about $500 million of integration costs over a five-year period, including roughly $200 million in 2012, to achieve targeted annual cost savings of about $200 million after the business integration is completed. Our completion of the merger of the Star and Edison legal entities into Gibraltar, effective January 1 of this year, was a major milestone. And the migration of the acquired investment portfolio to a more favorable risk profile is substantially complete. The business integration, including product transitioning, merging of field offices, and migration of the Star and Edison sales forces to Prudential training and productivity standards, is on track.

Gibraltar's results for the year-ago quarter included income of $66 million from the partial sale of our indirect investment in China Pacific Group. Excluding the [efforay] and China Pacific gains, and the Star and Edison integration costs, Gibraltar's adjusted operating income was up $160 million from a year ago. This increase includes a $128 million contribution to current quarter results from the operations of the acquired Star and Edison businesses. True-ups and refinements have resulted in some noise in our results for Star and Edison, both in the current quarter and the earlier quarters of the year. So I would think of the average contribution for the first three full quarters, just over $100 million per quarter, as more indicative of the initial operating results before realization of most of the expense synergies we are targeting. The remainder of the increase in Gibraltar's results from a year ago, or $32 million, came mainly from business growth driven by protection products.

Sales from Gibraltar Life, based on annualized new business premiums in constant dollars, were $519 million in the current quarter. This represents an increase of $266 million from a year ago, including $218 million from Star and Edison distributions, and $48 million of organic growth, which would be a 19% increase on a same-store basis. The Star and Edison sales include about $140 million from life advisors and about $75 million from independent agents, including about $20 million from a product that we have discontinued as part of the integration of the product portfolio. The Star and Edison agents are migrating to sales of Gibraltar products; and their strong production in the current quarter, up more than 20% from the average of the second and third quarters, reflects the popularity of our US dollar retirement products with their clients. Our organic growth and sales for the quarter was largely driven by the bank channel, where we are continuing to broaden our reach. The distribution agreement we signed a few months ago with Mizuho, Japan's third largest bank, expanded our distribution to include two of the country's three largest banks, and we began to write through Mizuho in the fourth quarter.

Our Life Planner business reported adjusting operating income of $336 million for the current quarter, compared to $328 million a year ago. Current quarter results benefited from continued business growth. On a constant dollar basis, insurance revenues, including premiums, policy charges, and fees, were up 6% from a year ago. However, the benefit from continued growth was partly offset in the quarterly comparison by less favorable mortality versus a year ago, when the mortality contribution was stronger than our average expectations. Sales from our Life Planner operations, based on annualized new business premiums in constant dollars, were $280 million in the current quarter, up from $269 million a year ago.

We are continuing benefit from strong demand for retirement income products, both in Japan and our other Asian markets. Corporate and other operations reported a loss of $281 million for the current quarter, compared to $239 million loss a year ago. The increased loss in the current quarter reflects a higher level of capital debt, including the impact of debt financing for part of the purchase price of Star and Edison, as well as higher expenses, including some non-linear items such as corporate advertising and employee benefits.

To wrap-up, I would say that the fourth quarter was a strong conclusion to a very good year for us. Thank you for your interest in Prudential. Now we look forward to hearing your questions.

Before we take the first question, two quick housekeeping matters. The share repurchase authorization of $1.5 billion that Rich mentioned extends through the end of June 2012, not through the end of the year.

Oh, did I say that?

And secondly, the expected expense savings associated with Star and Edison ultimately are expected to amount to $250 million, not $200 million. Now for your questions.

(Operator instructions)

Mr. Suneet Kamath, Sanford Bernstein. Please go ahead.

Thanks. And good morning. My first question's on the pace of share buybacks. Obviously, lower in the fourth quarter versus the third quarter. Certainly came as a surprise to me, perhaps others as well. So just want to get a sense of kind of what governed that decision in terms of your thinking about third quarter and then ultimately what happened in the fourth quarter.

Yes, this is Mark. I guess I'd start the answer by saying don't try to read something into it that isn't there. We take a fairly long view of capital deployment, and we were uncharacteristically opportunistic in the third quarter and almost by definition, if you speed up a little bit sometimes, you are going to slow down a little bit some other times and it is nothing more than that. We are on track with respect to implementing our capital deployment plans, balance sheet's very strong, liquidity is very strong. And so I would encourage to you take a longer view than just a quarter-to-quarter fluctuation. This is not a trading environment for us. Again, we were opportunistic in the third quarter, but we are on track with respect to our longer term objectives and comfortable with the trajectory.

Okay. Thanks. And I guess my second question on capital is, if I go back to the investor slides that you put out, I think it was in December, you talked about the required capital increasing by about $2 billion in the 2011 year. Given kind of where we sit today, you know, annuities are slowing down, at least relative to the first quarter. And then you have these institutional investment products, and I guess I'm not quite sure what the capital requirements on those are and how they compared to annuities, and then you have this longevity risk transfer business that you are adding. Kind of when you think about the business mix shifts that are occurring in terms of new business, any changes to the kind of that $2 billion number in terms of incremental capital that you needed last year as you think about this year?

You have hit on all the right points. It is going to depend on the business. But all of that capital, one way or the another, is going to be deployed at rates that are going to support our 13% to 14% ROE goal. Whether they are used in buy backs or they're used in business, they are going to support that goal for 2013.

Understood. I guess maybe just to track it a little bit. If we compare annuities to institutional investment products, obviously the requirements for annuities have gone up over time. How do those two businesses compare in terms of their capital needs?

Well, there are two different metrics of which their capital needs are driven, right? Annuities capital needs are driven by, mostly by the deferred acquisition costs that we pay up front. And in the other products, they are driven a lot by longevity and credit risk. So I'm loathe to give you a rule of thumb that is going to reconcile pi to Avogadro's number.

Suneet, the capital requirements on the investment-only stable value products are pretty small. Annuities are more capital intensive, and that is the directional answer. But as Rich points out, it does depend on some of the specifics of the products. But annuities would be more capital intensive than investment-only stable value.

Okay. So perhaps payroll mix shift. Thanks very much.

Yes, payroll mix shift if annuities slow down and investment-only stable value speeds up. Yes. The wild card is the defined benefit risk transfer.

And how would those compare to annuities?

Well, off the top of my head, I would have to say, it's maybe it is sort of in the middle. But that is one where we could do quite a lot of business if the market really does get going. So the wild card there that I'm referencing is more the potential volume in a market that's just developing.

I would say that was a push. But once again, I want to make the point that the ROEs on these products are supporting that 13% to 14% return.

Okay. That's helpful. Thank you.

Nigel Dally, Morgan Stanley, please go ahead.

Right, thanks. Another question on capital. So you move the ROE towards the 2013 target. You're obviously going to need to redeploy a substantial amount with a $4 billion to $4.5 billion of excess capital. In addition to buybacks, you mentioned potential acquisition opportunities in your comments. Should we imply from that, that the pipeline of potential targets of beginning to improve? And also, can you provide a pecking order of what products or geographies are of greatest interest to you? Then, -- well, perhaps if we start there, then I'll follow-up.

Okay. So, Nigel, if I don't cover it, you tell me. So, this is John. So a couple of thoughts about that. First, vis-a-vis, the ROE targets. The way we think of achieving the aspiration, as Rich described, and as I have mentioned in my prepared comments, that there are three primary things that are going to get us there. One is the successful integration of Star/Edison and you have heard the progress we are making on that front. The second is the continuing growth of our high returning businesses and you are seeing strong fundamentals in those businesses and the third is also successful deployment of our excess capital, both that which we have and that which we create over time. You know, when we think of terms of M&A, I have to sort of step back first and say, let's just talk about opportunity sets first and then go to M&A, at the risk of giving you a longer response than what you are looking for.

But I think it is more representative of how we think about this. Which is that, clearly, in our mind, organic is cheaper and it is a less intrusive way to develop the Business and, at times like this, the combination of a strong brand, strong capital, and unquestioned commitments in the lines of business in which we are in, have been very advantageous and you see that showing up in our fundamentals. And that is the first order of priority we have in terms of growing our business over time. And it is not just a theory, it is reality and you can see it. And that is where our business leadership is focused. And in some cases, it manifests itself in new products as well, or in new distribution channels and new business areas, as Mark mentioned, with the defined benefit risk transfer and the progress there.

So we are feeling very, very good about it. Now, insofar as M&A, you know, there is not a different story here. There is a number of franchises (inaudible), and the outcomes and the timelines of those things are uncertain. Whether we wind up simply competing with them or whether we wind up buying with them is going to be a product of a whole lot of considerations and market dynamics. We are obviously a good counter-party. We have proven that, as an example with AIG and other things we have done in the past, but we really can't predict the likelihood of this. It is important to say that we don't think our prospects are M&A dependent. That is the key thing. And in the sense M&A is an opportunistic overlay to what we think is a very healthy organic strategy and trajectory.

And then, finally, as to your comment about, well what would be more interesting to us, I think I would just basically say it is very consistent with what we said before -- retirement and protection, US and abroad. What you see, we've tended most commonly find of interest is broadening our activities in areas where we already have a footprint, Japan being the most classic example of that. Obviously, we can have some interest in broadening the footprint itself, but more commonly what you see us doing is going more deeply within the markets in which we are already in. So that would be how I would characterize the overall picture, defining it from the big opportunity set, the perception about organic being the primary focus and thrust, the perception that we've got new product development and other things that we think have great promise, and the M&A will be an opportunistic overlay in the manner that I described. So that is how I'd respond to your question.

Right. Very helpful. Second question was just on group disability. Clearly still a challenging backdrop there. Can you discuss what you have done with pricing in that business and how quickly that potentially could flow through to improve the overall results?

Sure. Nigel, it is Charlie. Obviously disability we had a challenging quarter this quarter. And I think that really reflects the continuing effects of the economy. And I think in terms of pricing, most of our cases are large cases, which means that they are experiential and since we have had relatively poor experience, we are able to increase the pricing. So we are doing that and we have been doing that since probably half way through last year. Most of our cases are two years or less, so we are beginning to work our way through the pipeline, so to speak.

Right. Thank you.

Mark Finkelstein, Evercore Partners please go ahead.

Hello. Good morning. Actually, just a follow-up to the prior question. Can you give us some benchmark as to what are the average rate increases that you are getting on the cases that you are renewing?

Yes. It is, I don't mean to dodge the question. But they really are experiential. And so you get some that are in the low single digits, you get some that are in the double digits. It really depends on the experience. But I think it is fair to say that we are looking at it extremely closely, and we are getting pricing increases as we go forward.

Okay. Then maybe just one follow-up as well on capital. You have $500 million left in the authorization. You know, on the last call, Mark characterized it as a fluid, evolving process that you look at continually. But last year you spent about what you generated, call it $1.5 billion. What do you need to see or what is it that has to happen to really start dipping into that, what you characterize as readily deployable capital, which you characterized as half of that $4 billion to $4.5 billion.

There is another ingredient to that mix, right? And that is the absolute leverage ratio. We've got this targeted 25% at the capital ratio. It is important for us, it is important for our rating. That is one ingredient in there that we are always mindful of. And other than that, as capital becomes available at the holding company, we'll re-evaluate our buy backs and re-evaluate our dividends.

Yes Mark, we have a plan for the way in which capital emerges and the way in which it is deployed in the businesses. And we'll be looking at a range of variables, including financial ratios that Rich mentioned. But we are pretty comfortable with where we are and the deployment track and business track to realize the objectives that we have set out there. Keep in mind though, whether that when we set an objective of 13% to 14%, we didn't qualify it by saying it is easy. That reflects what we believe is the earnings power of the Company supported by an appropriate capital structure. And we've got to manage to realize that earnings power and we have to deploy the capital. And Rich emphasized earlier that everything we do is focused on ensuring that we are accretive to that capital outcome. And so you know the context of this is that we do have a vision of earnings power and capital that will realize our objective and we are going to manage to it.

Our capital plans are hard wired into that 13% to 14% return.

Okay. One just very quick follow-up to that is if I go back, call it three, four, five years, you used to give sensitivities to S&P movements, kind of in the range of say, to 30 to 50 RBC points for every 100 point move in the S&P. Do you have -- I know it has totally changed right now and so those old metrics are no longer that useful, but is there anything we can point to, to just think about how S&P moves drive capital?

Hello, Mark. It's Eric. Maybe my memory is failing me but that is not something that we have done in the past and we are not going to start that today.

Okay. Thank you.

Chris Giovanni, Goldman Sachs, please go ahead.

Thanks so much. Good morning. I wanted to see if you could talk some about sort of the current status today as a savings and loan company. I believe you are working with the Federal Reserve Bank of Boston, which I think is your overseer here on the supervisory side to de-register as a savings and loan, and wanted to kind of walk through this process, and sort of what you deem as the benefits to the extent that you get de-registered?

Yes, this is Mark. I'll start and maybe I'll ask Charlie to make a comment on the business if he wants to. I would use a little bit broader framework than just de-register. We are in the process of managing the thrift in a way that will remove us from automatic coverage by the Volcker Rules. And the issue with respect to the impact of the Volcker Rules is concentrated for us in the Asset Management business where we do sponsor funds and co-invest and the level of activity and market expectations in that arena for us are both inconsistent with compliance with the Volcker Rules. So we are looking at the options that we have. You indicated working with regulators. We are working with regulators to assess our options and we anticipate that over the next few months we will manage the thrift to a situation where we won't be automatically subject to the Volcker Rules. I don't know if Charlie wants to add something to the Asset Management business piece of it but the objective here is related to our business models in Asset Management and our ability to execute what is a very, very successful business for us.

Yes. No, I think that covers it well.

Okay. Thanks. That's helpful. And then just second question in terms of the VA business. I guess, your largest competitors made a commitment here to dial back noticeably in the market and wanted to see if here early in 1Q, if you are seeing you know sales levels pick up as they look to re-trench or how you are seeing the VA marketplace today and similar along those lines how you are viewing your current product.

Okay. I can't really talk about the first quarter. But what I can do is just talk about the consistency of our sales. I mean, we really look for sustainable profitable growth. And if you look what we did at the beginning of last year, we reduced the benefits and increased the pricing with the acknowledgement that interest rates were probably going to be low and stay low for quite a period of time. That allowed us to have a consistency of product with a sustainable profitability over the long-term and that's what really we look for. So the last three quarters have been, including the fourth quarter, have had a sustainable and fairly level rate of sales. And so we feel comfortable with that level, and we'll look to see what happens this year. But we feel comfortable with what happened last year and where we are in terms of the product.

Okay. Thank you.

Jimmy Bhullar, JP Morgan, please go ahead.

Hello. Thanks. I had a few questions. The first on your Japan business. Your sales in the bank channel obviously grew at a strong pace versus the previous year but declined sequentially in the fourth quarter so I just wanted to get an idea on if you think you have saturated the market there or do you think there is opportunity for further growth? And then on the Retirement business. In the full service retirement side, you have had negative flows for the last several quarters, and your views on that business have gotten more negative as over the past couple of years. So just wanted to see what do you see, what your outlook is for the full service retirement. And lastly on the institutional retirement side, if you could just talk about the pipeline. Obviously, this quarter you had a couple of pretty large longevity risks transactions but just what do you see in the pipeline and what type of pricing do you have, are you seeing in that business given that a lot of competitors have actually dropped out?

We'll start with Japan and Ed.

Yes, Jimmy, it's Ed Baird. The fourth quarter bank channel sales were, as you pointed out, they were actually up 32%, which is a meaningful increase over the comparison quarter. But if you compare it to the preceding quarter, not as strong. And I think that might be the first time that that's happened in several years. Because this channel, of course, has grown as an extraordinary rate. I don't attribute any meaningful significance to that other than the fact that the third quarter was up around 70%. So the fact that the fourth quarter wasn't able to exceed that by going up only 32%, it is not a point of concern. One of the big banks was a little lower than they had been in the prior quarter, but we continue to add banks and we continue to deepen our penetration rhythm. So I think the long-term trend here continues to be quite positive. With any third-party distribution, you are going to see characteristic fluctuation quarter-to-quarter, but I think if you look at this on any rolling quarter basis, this has an extraordinary amount of momentum in it.

Okay thanks.

Charlie?

Okay. Let me answer you. You had two questions. I'll answer the one about full service outflows first. The backdrop here is that we are in the mid to large end of the market. And there, that we are still seeing what we saw before, which is low play information, not a lot of RFPs out there and that is affecting planned sales. We are also seeing, as we talked about before, further unbundling in the marketplace and fee disclosures. All of that affects, I think, over time, the profitability of the business. So we look at the business, and we still like the business, but we are going to exhibit, I think, a fair amount of price discipline in what we choose to take or what we let lapse, and you have seen some of that this quarter. So I think that begins to explain at least some of the outflows that we see and we are comfortable with the business we are writing and we are comfortable with the business we are letting lapse. The other side of the business, though, as you talk about the IIP business, as we call it and the investment-only stable value, we are still very pleased with. We think there is a dearth of this kind product in the marketplace. Pricing is holding up very well, and we continue to see a fair amount of opportunity in this side of the business. So we'll continue to focus on both sides but in terms of near term opportunity, I think the IOSV business has a lot of growth potential left.

Jimmy was your question about investment-only stable value or about defined benefit risk transfer?

No just on the defined benefit risk transfer. Because you had a couple of large cases I think in the UK market in the fourth quarter?

Yes. Sorry. I missed that. In terms of defined benefit risk transfer, I'll take the UK and then the US. In the UK, we did do some interesting deals and they were reinsurance deals on the longevity side. We see that as a market that will continue. You know, the UK is, I think, well ahead of the US and has been for years in terms pension risk transfer and especially longevity risk and we are participating in that and see a fair amount of opportunity. In the US, I think, as I said, the market's a little further behind. We do think this will be a business, going forward, but it is challenging obviously given the low interest rates now and the underfunding of the pension plans. But it is a business that we have built-up significant capabilities in, and think that there will be, over the long-term, some significant opportunities going forward.

Thank you.

Jay Gelb, Barclays Capital, please go ahead.

Thanks. I had two issues I would like to cover. The first is on Star/Edison. For those expense savings, should we expect all those to fall to the bottom line or will there be any offsets in investments or otherwise? And the second issue would be for Mark, if you can update us on the nonbank SIFI classification, in terms of when you might expect for that to be implemented, and steps Prudential would take ahead of that?

Okay, this is Ed Baird. Let me just refresh some of the numbers that we are giving because we are completely consistent and on track with the numbers originally outlined a year ago when we announced this deal and that is that the expenses are one-time expenses, which will accumulate to a total of around $500 million and that the savings, which will be ongoing, will accumulate to about $250 million. So the difference is clearly in terms of the one-time versus the sustainable earnings and that will drop, as you said, to the bottom line. Hence, we are very well on pace with that. By the end of this year, we are going to be probably in the $170 million range or so. Meaning 2012. Towards the $250 million target. And on the expenses, we are going to [pay] be as much as 75% or 80%.

And Jay, any top line, I thought you might have inferred there that you were thinking about a top line erosion. Any top line erosion was tested with shock lapse and the deal economics and they are all contemplated in the returns that we have provided for you in the past. So we have contemplated the savings and the loss of revenues and the one time cost. They are all in the ROEs. They are in our future projections. No surprises.

Right. And this is Mark on the second question about the systemically important financial institutions. Process-wise, there is not a lot of concrete things to point to. There certainly is constructive thinking going on around the question of which kind of institutions might be systemically significant and how to think about those companies. But it is not really clear yet where this will go. Remember that there is a process that would involve the nomination of a company for the consideration by the financial stability oversight council and then a discussion with the company and an opportunity to talk about what it looks like and what that might mean and then questions going forward about exactly how any particular company might be regulated with respect to the metrics and the calibration of those metrics as a nonbank SIFI in the case of Prudential. We continue to engage with respect to discussions on the financial dynamics of insurance companies, particularly in contrast to banks and we continue to engage on understanding products and risk. One of the sensitivities that I have talked about repeatedly is the need to understand statutory reserving practices, because we have capital spread all over the place up and down our liability side, because of the way we recognize our stochastic liabilities and we continue to get opportunities to engage on that front.

The Federal Reserve did put out a paper that contemplated the treatment of nonbank SIFIs and in the paper the statement was that they would be looked at the same way banks are looked at, but it really, I believe, was an opportunity to engage and a chance for the nonbank SIFI world in general, the insurance world and then Prudential, more specifically, to comment on the impact of that and how we would think about it. The specific question about how effective that might be and understanding unintended consequences are all important there. So we have the opportunity, over the next couple of months, to engage seriously on the issue that we've always thought was most important which is how we would be looked at if we were a nonbank SIFI and we'll be prepared to make a construction comment on that framework and on the issues that we are thinking about in terms of possibly regulated as a SIFI. So the headline is, a bit of uncertainty still process-wise, and even with respect to whether or not we would be designated systemically important and the opportunity right now to engage on substantive issues around what it might mean if we were.

Makes sense. Thank you.

John Nadel, Sterne Agee, please go ahead.

Thank you. Good morning. A couple of quick ones. I realize acquisitions are all unique in terms of the financial metrics. But just generally speaking, I'm interested in how you would characterize your capacity to execute a deal with no external financing. Should we focus more on the $2 billion of what Rich referred to as readily deployable? Or could we focus on something closer to the $4 billion to $4.5 billion of total capital capacity?

It depends on where the acquisition is, right? So acquisitions made out of the holding company, you need to focus on the $2 billion to $2.3 billion. Acquisitions that can be done partially inside those regulated entities with that other capital capacity, we could absorb that capital capacity with that excess RBC.

Okay. Interesting. That is helpful. And then just a follow-up on your commentary, Rich, on the debt-to-capital or leverage ratio.

Right.

I thought the 25% ratio was frankly far less critical, particularly given the DAC accounting changes that are getting implemented as of January 1 and I thought the rating agencies were focused much more on interest coverage, where you guys seemed to be in excellent shape. So you are telling us to focus on 25% target, I just would look for some clarification on that?

Sure that 25.3% is before the DAC adjustment.

Yes.

When we reduce the equity, the 25.3%, I'm not going to get this perfect. 26.4% maybe. It goes up to 26.4% after the reduction in the denominator. Now, but there is also, Eric has given me a thumbs up, maybe it is 27%. I just didn't remember. Is it 27%, Eric?

Yes.

I'm sorry. So it is 27%. And you know, okay, so we'll get a little hiatus on bringing that back down by the rating agencies we are expecting. But eventually that's got to work back down the 2%. But you make a great point. Cash flow coverage is important. But when the ratio breaks through the 25%, that also has a ripple effect on the cash flow coverage. Now we still have cash flow coverages under our measures that meet our standards, but there is strain on them when you push in over 25%.

Okay. Okay.

That, coupled with the 27% [optic], even though it is an optic, needs to be moderated.

So I guess the take away, and my take away it seems to be that you get a relatively short-term period of time where the rating agencies don't respond to a higher than 25%, but they expect you still, nonetheless, despite the accounting change to bring it back down over time.

That's correct. I would -- could I just add one point to that? In an acquisition where there is cash flow, provided by the earnings of that acquisition to cover the fixed charge coverage that you rightfully brought up, that would bump up above the 25%.

Yes. Okay. Help. That is helpful. Thank you Rich.

Dependant upon the cash flow coming with the acquisition.

And it is one of the things to think about. You know, asset quality is very strong. Liquidity is very strong. Earnings power has a lot of momentum. So it is one thing to think about and I think Rich explained it well.

Thank you very much.

Due to timing constraints, our last question will come from Joanne Smith, Scotia Bank. Please go ahead.

Yes, thank you very much. I have a couple of questions. The first is just as a follow-up to the discussion about nonbank SIFIs. It just seems to me that there is a lot more going on than just nonbank SIFIs. It seems like every time Geithner has a press conference, he talks about all financial institutions being more regulated over time. And I was just wondering if you could talk about that a little bit more in a broader context? And then second, just on the Universal Life, I know that you are not concentrating heavily on individual life insurance products any more, but given the fact there were such strong sales in the quarter -- I hear a lot or everybody has heard a lot about a lot of people increasing prices because of low interest rates -- and I'm wondering if you have already done that, and so now you are kind of even with those that are just now raising prices? I'm just wondering what the competitive dynamics are with respect to that and rising prices?

Well, let's start with the second question first. Charlie?

Sure. It's actually a great story and that is you have the story exactly right. In 2009, we raised prices twice, in May and November, both in term and our Universal Life, and watched in 2010 our sales plummet as a result of that. But we wanted to retain the profitability of the product as we saw going into these markets. The reason why Universal Life has come back in terms of sales is that our competitors have begun to raise prices up to match ours. So that when you look at our product, when you spreadsheet our product as the financial advisors do, we have gone from third quartile to second quartile in terms of pricing and therefore we have been able to sell more products. But we have -- again, it is a consistent story. We have been consistent -- we have, sort of, our anticipation of pricing, and our aggressive repricing of product for the markets. And both in Annuities and here in Universal Life, you have seen our competitors kind of come up to match us.

Very good. Thank you.

And just quickly, on your other question about more regulation in general, beyond the comments that are that our own Secretary of the Treasury has made, there is a broader, international view that some companies fell through the cracks in a sense as a result of inadequate group supervision and I think SIFI or not, there will be an emerging group or holding company regulatory environment that we will have to deal with whether it comes from the franchise of our state regulators extended or from a federal entity here in the US or possibly even something that may emerge from the discussions about international regulation. So I think that is a fact of life that will be a reality for us over the next few years, whether we are a SIFI or not. And again, the most important concern that we have is that we have a regulatory regime that is sensitive to what our business models look like and what our financial dynamics are, and ensure that we play on a level playing field, but also balance risk and capital to make sure that the public policy needs to have stability and financial services are also met. So I would say it is something we expect, we think about, we work on, and it will be part of life for us, however it emerges in terms of group or holding company supervision. But I don't think will be the end of the world. We will manage through with our own financial targets probably more aggressive than the regulatory targets anyway.

Mark, do you think that it just automatically means more capital requirements for the industry? And do you think that that could possibly go beyond say a 375%, 400% RBC ratio as being the new standard?

I don't think so. I wouldn't make that kind of an abstract, absolute statement. I think it means there will be careful consideration of the dynamics of the balance sheet and the stress test, which I think will ultimately be the cornerstone of the whole capital management regime. But I think it's going to be carefully considered in the context of what's really there and how it moves.

Thank you very much.

So no, I don't think it's an automatic add-on to the current benchmarks.

Okay. Thank you Mark.

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