UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
------------------------------------------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from To
------------------ ---------------------
Commission file number 333-64473
----------------------------
GWL&A FINANCIAL INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Colorado 84-1474245
- ------------------------------------------------ -----------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification
organization) Number)
8515 East Orchard Road, Greenwood Village, CO 80111
--------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(303) 737-4128
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark whether the registrant is an accelerated filer as defined
in ss.240.12(b)-2 of this chapter.
Yes No X
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The public may read and copy any of the registrant's reports filed with the SEC
at the SEC's Public Reference Room, 450 Fifth Street NW, Washington DC 20549,
telephone 1-800-SEC-0330 or online at (http://www.sec.gov).
As of November 3, 2003, 50,025 shares of the registrant's common stock were
outstanding, all of which were owned by the registrant's parent company.
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION Page
---------
Item 1 Financial Statements 3
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 6
Consolidated Statements of Stockholder's Equity 8
Notes to Consolidated Financial Statements 9
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
Item 3 Quantitative and Qualitative Disclosures About Market Risk 20
Item 4 Controls and Procedures 21
Part II OTHER INFORMATION
Item 1 Legal Proceedings 21
Item 6 Exhibits and Reports on Form 8-K 21
Signature 21
2
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
GWL&A FINANCIAL INC.
CONSOLIDATED STATEMENTS OF INCOME
[Dollars in Thousands]
==============================================================================================
[Unaudited]
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- - ----------------------------
REVENUES: 2003 2002 2003 2002
------------ ------------ ------------- ------------
Premium (net of premiums
ceded totaling $269,710,
$20,947, $313,950 and $62,842) $ 1,477,971 $ 292,155 $ 1,985,567 $ 841,164
Fee income 208,288 216,968 630,763 676,976
Net investment income 222,248 231,368 642,996 693,873
Net realized gains (losses) on
investments (9,149) 18,077 41,701 25,985
------------ ------------ ------------- ------------
1,899,358 758,568 3,301,027 2,237,998
------------ ------------ ------------- ------------
BENEFITS AND EXPENSES:
Life and other policy benefits
(net of reinsurance recoveries
totaling $274,402, $12,744,
$296,812, and $38,231) (62,982) 264,790 313,699 715,974
Increase in reserves 1,478,038 38,540 1,532,207 63,767
Interest paid or credited to
contractholders 100,338 119,363 344,929 370,392
Provision for policyholders'
share of earnings (loss)
on participating business (2,637) (710) 3,009 212
Dividends to policyholders 29,942 16,861 70,471 57,151
------------ ------------ ------------- ------------
1,542,699 438,844 2,264,315 1,207,496
------------ ------------ ------------- ------------
Commissions 43,635 40,979 123,742 139,518
Operating expenses 187,091 171,480 522,396 542,550
Premium taxes 8,990 7,883 24,206 23,231
------------ ------------ ------------- ------------
1,782,415 659,186 2,934,659 1,912,795
------------ ------------ ------------- ------------
INCOME BEFORE INCOME
TAXES 116,943 99,382 366,368 325,203
PROVISION FOR INCOME
TAXES:
Current 59,017 68,128 120,371 112,293
Deferred (20,306) (35,368) 2,475 (6,776)
------------ ------------ ------------- ------------
38,711 32,760 122,846 105,517
------------ ------------ ------------- ------------
NET INCOME $ 78,232 $ 66,622 $ 243,522 $ 219,686
============ ============ ============= ============
See notes to consolidated financial statements.
3
GWL&A FINANCIAL INC.
CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
==============================================================================================
September 30, December 31,
ASSETS 2003 2002
- ------ ----------------- --------------
[unaudited]
INVESTMENTS:
Fixed Maturities available-for-sale, at fair value
(amortized cost $11,099,531 and $9,910,662) $ 11,564,116 $ 10,371,152
Mortgage loans on real estate (net of allowances
of $47,461 and $55,654) 781,834 417,412
Common stock, at fair value (cost $73,886, and
$102,862) 86,668 90,188
Real estate, net 1,707 3,735
Policy loans 3,254,247 2,964,030
Short-term investments, available-for-sale
(amortized cost $1,193,074 and $710,085) 1,193,074 710,297
----------------- ----------------
Total investments 16,881,646 14,556,814
Cash 181,341 154,631
Reinsurance receivable 1,528,870 241,153
Deferred policy acquisition costs 270,122 267,846
Reinsurance deferred policy acquisition costs 330,100
Investment income due and accrued 132,212 133,166
Amounts receivable related to uninsured accident
and health plan claims (net of allowances
of $41,386 and $42,144) 115,720 86,228
Other assets 1,015,965 754,869
Premiums in course of collection (net of allowances
of $10,275 and $12,011) 76,780 54,494
Deferred income taxes 63,554 71,206
Separate account assets 12,004,271 11,338,376
----------------- ----------------
TOTAL ASSETS $ 32,600,581 $ 27,658,783
================= ================
(continued)
4
GWL&A FINANCIAL INC.
CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
==============================================================================================
[unaudited]
September 30, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 2003 2002
- ------------------------------------
----------------- ----------------
[unaudited]
POLICY BENEFIT LIABILITIES:
Policy reserves $ 15,593,285 $ 12,251,214
Policy and contract claims 418,807 378,995
Policyholders' funds 352,765 299,730
Provision for policyholders' dividends 89,291 76,983
Undistributed earnings on participating business 177,829 170,456
GENERAL LIABILITIES:
Due to GWL 25,419 33,766
Repurchase agreements 649,062 323,200
Commercial paper 99,623 96,645
Guaranteed preferred beneficial interests in the
company's junior subordinated debentures 175,000 175,000
Other liabilities 1,153,258 849,370
Separate account liabilities 12,004,270 11,338,376
----------------- ----------------
Total liabilities 30,738,609 25,993,735
----------------- ----------------
STOCKHOLDER'S EQUITY:
Preferred stock, $1 par value, 50,000,000 shares
authorized; 0 shares issued and outstanding
Common stock, $0 par value; 500,000 shares
authorized; 50,025 shares issued and outstanding 250 250
Additional paid-in capital 729,344 726,741
Accumulated other comprehensive income 156,080 150,616
Retained earnings 976,298 787,441
----------------- ----------------
Total stockholder's equity 1,861,972 1,665,048
----------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 32,600,581 $ 27,658,783
================= ================
See notes to consolidated financial statements. (Concluded)
5
GWL&A FINANCIAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
==============================================================================================
[Unaudited]
Nine Months Ended
September 30,
-------------------------------------
OPERATING ACTIVITIES: 2003 2002
----------------- ----------------
Net income $ 243,522 $ 219,686
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain allocated to participating policyholders 3,009 212
Amortization of investments (48,005) (55,937)
Realized gains on disposal of investments
and write-downs of mortgage loans and real estate (41,701) (25,985)
Amortization 25,039 26,229
Deferred income taxes 2,475 (6,776)
Changes in assets and liabilities:
Policy benefit liabilities 786,064 530,745
Reinsurance receivable 32,890 (32,863)
Accrued interest and other receivables (12,078) 24,971
Other, net 13,914 (187,197)
----------------- ----------------
Net cash provided by operating activities 1,005,129 493,085
----------------- ----------------
INVESTING ACTIVITIES:
Proceeds from sales, maturities, and redemptions of investments:
Fixed maturities available-for-sale
Sales 7,674,598 4,301,335
Maturities and redemptions 2,361,996 1,038,940
Mortgage loans 96,360 157,956
Real estate 3,000 1,800
Common stock 34,687 7,960
Purchases of investments:
Fixed maturities held-to-maturity (10,987,495) (5,283,540)
Real estate (522) (2,648)
Common stock (8,617) (828)
Other, net 8,480 (200,369)
----------------- ----------------
Net cash (used in) provided by investing activities (817,513) 20,606
----------------- ----------------
(continued)
6
GWL&A FINANCIAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
==============================================================================================
[Unaudited]
Nine Months Ended
September 30,
-------------------------------------
FINANCING ACTIVITIES: 2003 2002
----------------- ----------------
Contract withdrawals, net of deposits $ (426,734) $ (492,063)
Net GWL repayments (8,347) (4,320)
Dividends paid (54,665) (138,323)
Commercial paper borrowings (repayments), net 2,978 (454)
Repurchase agreements borrowings, net 325,862 30,174
----------------- ----------------
Net cash used in financing activities (160,906) (604,986)
----------------- ----------------
NET INCREASE IN CASH 26,710 (91,295)
CASH, BEGINNING OF YEAR 154,631 216,209
----------------- ----------------
CASH, END OF PERIOD $ 181,341 $ 124,914
================= ================
See notes to consolidated financial statements. (Concluded)
7
GWL&A FINANCIAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 [Dollars in Thousands]
==============================================================================================
[Unaudited]
Accumulated Other
Comprehensive Income (Loss)
----------------------------
Unrealized Minimum
Additional Gains Pension
Preferred Stock Common Stock Paid-in (Losses) on Liability Retained
Shares Amount Shares Amount Capital Securities Adjustment Earnings
-------- -------- -------- -------- ---------- ------------- ------------- ----------
BALANCES, JANUARY 1, 2003 0 $ 0 50,025 $ 250 $ 726,741 $ 163,500 $ (12,884) $ 787,441
Net income 243,522
Other comprehensive income
Change in unrealized 5,464
gains
Total comprehensive income
Dividends (54,665)
Income tax benefit on stock
compensation 2,603
---------- --------- ---------- ---------- ---------- ------------- ------------- ----------
BALANCES, SEPTEMBER 30, 2003 0 $ 0 50,025 $ 250 $ 729,344 $ 168,964 $ (12,884) $ 976,298
========== ========= ========== ========== ========== ============= ============= ==========
See notes to consolidated financial statements.
Total
----------
BALANCES, JANUARY 1, 2003 $1,665,048
Net income 243,522
Other comprehensive income
Change in unrealized 5,464
gains
Total comprehensive income 248,986
Dividends (54,665)
Income tax benefit on stock
compensation 2,603
BALANCES, SEPTEMBER 30, 2003 $1,861,972
==========
See notes to consolidated financial statements.
8
GWL&A FINANCIAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Amounts in Thousands]
================================================================================
[Unaudited]
1. BASIS OF PRESENTATION
The consolidated financial statements and related notes of GWL&A
Financial Inc. (the Company) have been prepared in accordance with
accounting principles generally accepted in the United States of America
applicable to interim financial reporting and do not include all of the
information and footnotes required for complete financial statements.
However, in the opinion of management, these statements include all
normal recurring adjustments necessary for a fair presentation of the
results. These financial statements should be read in conjunction with
the audited consolidated financial statements and the accompanying notes
included in the Company's latest annual report on Form 10-K for the year
ended December 31, 2002.
Operating results for the nine months ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the full
year ending December 31, 2003.
At September 30, 2003, the Company has a stock option plan that provides
for the granting of options on common shares of Great-West Lifeco Inc.
(Lifeco), of which the Company is an indirect wholly-owned subsidiary,
to certain officers and employees of Lifeco and its subsidiaries,
including the Company. The Company accounts for the plan under
recognition and measurement principles of APB Opinion No. 25 "Accounting
for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in net income, as
all options granted under this plan had an exercise price equal to the
market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income if the Company had
applied the fair value recognition provisions of FASB Statement No. 123,
"Accounting for Stock-Based Compensation" to stock-based employee
compensation.
For the three months For the nine months
ended ended
Proforma Disclosures September 30, September 30,
------------------------- -------------------------
[Thousands] 2003 2002 2003 2002
----------------------------- ----------- ----------- ---------- ----------
Net income as reported $ 78,232 $ 66,622 $ 243,522 $ 219,686
Less compensation for fair
value of stock options, net of
related tax effects 818 604 2,219 1,752
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
Proforma net income $ 77,414 $ 66,018 $ 241,303 $ 217,934
=========== =========== ========== ==========
2. NEW ACCOUNTING PRONOUNCEMENTS
In April 2002, the FASB issued Statement No. 145 "Rescission of FASB
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" (SFAS No. 145). FASB No. 4 required all gains or losses
from extinguishment of debt to be classified as extraordinary items
net of income taxes. SFAS No. 145 requires that gains and losses from
extinguishment of debt be evaluated under the provision of Accounting
Principles Board Opinion No. 30, and be classified as ordinary items
unless they are unusual or infrequent or meet the specific criteria
for treatment as an extraordinary item. SFAS No. 145 was adopted
January 1, 2003 without a material impact on the Company's financial
position or results of operations.
9
In July 2002, the FASB issued Statement No. 146 "Accounting for Costs
Associated With Exit or Disposal Activities" (SFAS No. 146). This
statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies EITF Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in
a Restructuring)." This statement requires recognition of a liability
for a cost associated with an exit or disposal activity when the
liability is incurred, as opposed to when the entity commits to an exit
plan under EITF 94-3. SFAS No. 146 is to be applied prospectively to
exit or disposal activities initiated after December 31, 2002. The
adoption of this statement did not have a material impact on the
Company's financial position or results of operations.
In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" to clarify
accounting and disclosure requirements relating to a guarantor's
issuance of certain types of guarantees. FIN 45 requires entities to
disclose additional information about certain guarantees, or groups of
similar guarantees, even if the likelihood of the guarantor's having to
make any payments under the guarantee is remote. The disclosure
provisions are effective for financial statements for fiscal years ended
after December 15, 2002. For certain guarantees, the interpretation also
requires that guarantors recognize a liability equal to the fair value
of the guarantee upon its issuance. This initial recognition and
measurement provision is to be applied only on a prospective basis to
guarantees issued or modified after December 31, 2002. In the normal
course, the Company may enter into agreements which may contain features
which meet the FIN 45 definition of a guarantee, and while the maximum
guarantee cannot always be determined, given the nature of the future
events which may or may not occur, any such arrangements that were
material have been previously disclosed by the Company.
In January 2003, FASB issued Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities", an interpretation of
Accounting Research Bulletin (ARB) No. 51. This Interpretation addresses
consolidation by business enterprises of variable interest entities
(VIE), which have one or both of the following characteristics: a)
insufficient equity investment at risk, or b) insufficient control by
equity investors. This guidance is effective for VIEs created after
January 31, 2003, and based on a recent amendment of FIN 46 for existing
VIEs as of January 1, 2004. An entity with variable interests in VIEs
created before February 1, 2003, shall apply the guidance no later than
the beginning of the first interim or annual reporting period beginning
after December 15, 2003. In conjunction with the issuance of this
guidance, the Company conducted a review of its involvement with VIEs
and does not have any investments or ownership in VIEs.
In April 2003, the FASB issued Statement No. 149 "Amendment of Statement
133 on Derivative Instruments and Hedging Activities" (SFAS No. 149).
SFAS No. 149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts,
and for hedging activities. Except for certain implementation guidance
that is incorporated in SFAS No. 149 and already effective, SFAS No. 149
is effective for contracts entered into or modified after June 30, 2003.
The Company does not expect SFAS No. 149 to have a significant impact on
the Company's financial position or results of operation.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with characteristics of both Liabilities and
Equity" (SFAS 150). SFAS 150 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an
issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances), many of which were
previously classified as equity. The provisions of SFAS 150 are
effective for financial instruments entered into or modified after May
31, 2003 and with one exception, is effective at the beginning of the
first interim period beginning after June 15, 2003. As a result of the
adoption of SFAS 150 the Guaranteed Preferred Beneficial Interests in
the Company's Junior Subordinate Debentures are reported as a liability
effective July 1, 2003.
10
3. GUARANTEED PREFERRED BENEFICIAL INTERESTS IN THE COMPANY'S JUNIOR
SUBORDINATED
DEBENTURES
On May 4, 1999, Great-West Life & Annuity Insurance Capital I (the
Trust), the Company's wholly-owned subsidiary trust created under the
laws of the State of Delaware, issued $175,000 of Subordinated Capital
Income Securities. The sole assets of the Trust are the $180,412
aggregate principal amount of the Company's 7.25% Junior Subordinated
Debentures due June 30, 2048. The obligations of the Trust related to
its Junior Subordinated Debentures are fully and unconditionally
guaranteed by the Company.
4. RELATED-PARTY TRANSACTIONS
On July 10, 2003, Lifeco completed its acquisition of Canada Life
Financial Corporation (Canada Life). Canada Life is a Canadian based
holding company that is the owner of insurance companies with business
principally in Canada, the United Kingdom, the United States and
Ireland. In the United States, Canada Life's subsidiary insurance
companies sell individual and group insurance and annuity products.
Canada Life's U.S. operations represented approximately $1.6 billion in
annual revenue in 2002 and $7.4 billion in assets as of December 31,
2002 based on accounting principles generally accepted in Canada.
Canada Life's U.S. operations are being integrated with the Company's
operations. As of July 10, 2003, the Company provides, with respect to
Canada Life's U.S. operations, certain corporate services and
operational administrative services for their individual life and
annuity business.
On August 31, 2003, the Company and The Canada Life Assurance Company
(CLAC), a wholly owned subsidiary of Canada Life, entered into an
Indemnity Reinsurance Agreement pursuant to which the Company reinsured
80% (45% coinsurance and 35% modified coinsurance) of certain United
States life, health and annuity business. The Company recorded $1,427
million in premium income and increase in reserves associated with these
policies. The Company recorded, at fair value, the following at August
31, 2003 as a result of this transaction:
Assets ($000) Liabilities and Stockholder's Equity ($000)
----------------------------------------------- ----------------------------------------------
Bonds $ 635,061 Policy reserves $ 2,947,233
Mortgages 451,725 Policy and contract claims 45,229
Policy loans 278,152 Policyholders' funds 65,958
Reinsurance receivable 1,320,636
Investment income
due and accrued 17,280
Premium receivable 21,466
Reinsurance deferred policy
acquisition costs 334,100
-------------- ---------------
$ 3,058,420 $ 3,058,420
============== ===============
11
5. REINSURANCE
The Great-West Healthcare division of the Company entered into a
reinsurance agreement during the third quarter of 2003 with Allianz Risk
Transfer (Bermuda) Limited (Allianz) to cede 90% of direct written group
health stop-loss and excess loss activity. This Allianz agreement was
retroactive to January 1, 2003. The net cost of the Allianz agreement
was charged to the Financial Services division. The Company recorded the
following items in the statement of income in the third quarter of 2003
as a result of this transaction:
Allianz ($000)
------------------------------------
Premium income $ (266,760)
Benefits (266,760)
Commissions 272
-------------
Net income before tax $ (272)
=============
6. OTHER
On July 21, 2003 the Company announced a new brand name, Great-West
Healthcare, which refers to all employee benefit products and services
offered by the Employee Benefits division of the Company and the
following subsidiaries: Alta Health & Life Insurance Company, First
Great-West Life & Annuity Insurance Company, and the One Health Plan HMO
companies. The new name is intended to eliminate potential market
confusion over different carriers and networks.
On September 1, 2003 the Company announced a new name for use in
connection with the defined contribution products and services of the
Company's Financial Services division. The new brand name, Great-West
Retirement Services, is intended to bring together multiple products and
services under one brand name and to capitalize on the brand recognition
of the Company's name.
The Company is involved in various legal proceedings that arise in the
ordinary course of its business. In the opinion of management, after
consultation with counsel, the resolution of these proceedings should
not have a material adverse effect on its financial position or results
of operations.
Certain reclassifications have been made to the 2002 financial
statements to conform to the 2003 presentation. These changes in
classification had no effect on previously reported stockholder's equity
or net income.
12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three Months Ended Nine Months Ended
Operating Summary September 30, September 30,
------------------------- -----------------------------
[Millions] 2003 2002 2003 2002
--------------------------- ----------- ---------- --------------- ------------
Premium income $ 1,478 $ 292 $ 1,985 $ 841
Fee income 208 217 631 677
Net investment income 222 232 643 694
Realized investment
gains(losses) (9) 18 42 26
----------- ---------- --------------- ------------
Total revenues 1,899 759 3,301 2,238
Total benefits and 1,783 659 2,934 1,913
expenses
Income tax expenses 38 33 123 105
----------- ---------- --------------- ------------
Net income $ 78 $ 67 $ 244 $ 220
=========== ========== =============== ============
Deposits for investment-
type
contracts $ 144 $ 201 $ 413 $ 513
Deposits to separate 483 521 1,533 1,909
accounts
Self-funded premium
equivalents 1,157 1,305 3,559 3,947
Balance Sheet September 30, December 31,
[Millions] 2003 2002
------------------------------------------------------- --------------- ---------------
Investment assets $ 16,882 $ 14,557
Separate account assets 12,004 11,338
Total assets 32,601 27,659
Total policy benefit liabilities 16,632 13,177
Due to GWL 25 34
Guaranteed preferred beneficial
interests in the Company's junior
subordinated debentures 175 175
Total stockholder's equity 1,862 1,665
GENERAL
This Form 10-Q contains forward-looking statements. Forward-looking
statements are statements not based on historical information and that
relate to future operations, strategies, financial results, or other
developments. In particular, statements using verbs such as "expect",
"anticipate", "believe", or words of similar import generally involve
forward-looking statements. Without limiting the foregoing,
forward-looking statements include statements which represent the
Company's beliefs concerning future or projected levels of sales of the
Company's products, investment spreads or yields, or the earnings or
profitability of the Company's activities. Forward-looking statements
are necessarily based upon estimates and assumptions that are inherently
subject to significant business, economic, and competitive uncertainties
and contingencies, many of which are beyond the Company's control and
many of which, with respect to future business decisions, are subject to
change. These uncertainties and contingencies can affect actual results
and could cause actual results to differ materially from those expressed
in any forward-looking statements made by, or on behalf of, the Company.
Whether or not actual results differ materially from forward-looking
statements may depend on numerous foreseeable and unforeseeable events
or developments, some of which may be national in scope, such as general
economic conditions and interest rates, some of which may be related to
the insurance industry generally, such as pricing competition,
regulatory developments, and industry consolidation, and others of which
may relate to the Company specifically, such as credit, volatility, and
other risks associated with the Company's investment portfolio, and
other factors. Readers are also directed to consider other risks and
uncertainties discussed in documents filed by the Company and certain of
its subsidiaries with the Securities and Exchange Commission.
13
The following discussion addresses the financial condition of the
Company as of September 30, 2003, compared with December 31, 2002, and
its results of operations for the quarter and nine months ended
September 30, 2003, compared with the same periods in 2002. The
discussion should be read in conjunction with the Management's
Discussion and Analysis section included in the Company's report on Form
10-K for the year ended December 31, 2002 to which the reader is
directed for additional information.
CONSOLIDATED RESULTS
The Company's consolidated net income increased $11 million or 16% for
the third quarter of 2003 when compared to the same period of 2002. The
net income increase reflects a $3 million increase as a result of the
reinsurance activity entered into with CLAC (see the Related Party
note), a $15 million increase in the Great-West Healthcare segment
excluding the impact of the CLAC reinsurance activity, offset by a $7
million decrease in the Financial Services segment excluding the impact
of the CLAC reinsurance activity.
The Company's consolidated net income increased $24 million or 11% for
the first nine months of 2003 when compared to the same period of 2002.
The net income increase reflects a $3 million increase as a result of
the CLAC reinsurance activity, a $28 million increase in the Great-West
Healthcare segment excluding the CLAC reinsurance activity and a $7
million decrease in the Financial Services segment excluding the impact
of the CLAC reinsurance activity.
Total revenues decreased $380 million or 50% and $457 million or 20% for
the third quarter and first nine months of 2003, excluding the impact of
the CLAC reinsurance activity, when compared to the same periods of
2002. The decreases were primarily due to a $283 million or 56% decrease
and a $362 million or 24% decrease in premium and fee income in the
third quarter and first nine months of 2003 when compared to the same
periods of 2002. Excluding $267 million of ceded premiums to Allianz
(see Reinsurance note), the decreases are mainly in the Great-West
Healthcare segment primarily reflecting lower membership levels mainly
associated with contract terminations resulting from pricing actions
taken during 2002 and 2003.
The decreases in net investment income for the third quarter and the
first nine months of 2003 when compared to the same periods in 2002 were
primarily the result of the decreasing interest rates. The actual earned
rate at September 30, 2003 was 6.03% compared to 6.35% at June 30, 2003;
6.87% at September 30, 2002 and 6.87% at June 30, 2002.
Realized investment gains decreased $27 million and increased $16
million for the third quarter and the first nine months of 2003 when
compared to the same periods in 2002. The $27 million decrease was
primarily due to the gain on sale of temporary investments in 2002
during a period of falling interest rates and the loss on sale of
temporary investments in 2003 during a period of rising interest rates.
The $16 million increase was primarily due to the gain on the sale of
temporary investments during a declining interest rate environment
earlier in the year as well as ongoing portfolio trading.
Benefits and expenses decreased $390 million or 59% and $493 million or
26% for the third quarter and the first nine months of 2003, excluding
the impact of the CLAC reinsurance activity, when compared to the same
periods of 2002. The decrease in benefits and expenses was primarily due
to the reinsurance agreement with Allianz as well as lower operating
expenses resulting from a reduction in staff in the Great-West
Healthcare division.
In evaluating its results of operations, the Company also considers net
changes in deposits received for investment-type contracts, deposits to
separate accounts and self-funded equivalents. Self-funded equivalents
represent paid claims under minimum premium and administrative services
only contracts. These amounts approximate the additional premiums, which
would have been earned under such contracts if they had been written as
traditional indemnity or HMO programs.
Deposits received for investment-type contracts decreased $57 million or
28% and $100 million or 19% for the third quarter and the first nine
months of 2003 when compared to the same periods of 2002. The decreases
were due to the net decrease in participant accounts in the retirement
products area in 2003.
14
Deposits for separate accounts decreased $38 million or 7% and $376
million or 20% for the third quarter and the first nine months of 2003
when compared to the same periods of 2002. The third quarter decrease
was due to lower 401(k) premium deposits associated with a decrease in
participant accounts and fewer individual insurance Business Owned Life
Insurance (BOLI) sales. The decrease for the first nine months of 2003
when compared to the same period last year was due primarily to
decreased sales of the BOLI product that have been negligible in 2003
and the net decrease in contributions in the Group Retirement Services
market.
Self-funded premium equivalents decreased $148 million or 11% and $388
million or 10% for the third quarter and the first nine months of 2003
when compared to the same periods of 2002. The decreases were due to
improved morbidity as well as the decrease in membership.
SEGMENT RESULTS
Great-West Healthcare
The following is a summary of certain financial data of the Great-West
Healthcare segment:
Three Months Ended Nine Months Ended
Operating Summary September 30, September 30,
------------------------- -------------------------
[Millions] 2003 2002 2003 2002
----------------------------- ----------- ---------- ----------- ----------
Premium income $ (8) $ 257 $ 418 $ 722
Fee income 149 162 460 508
Net investment income 17 18 48 52
Realized investment gains 1 5 11 6
----------- ---------- ----------- ----------
Total revenues 159 442 937 1,288
Total benefits and expenses 92 402 731 1,131
Income tax expenses 24 14 71 52
----------- ---------- ----------- ----------
Net income $ 43 $ 26 $ 135 $ 105
=========== ========== =========== ==========
Self-funded premium $ 1,157 $ 1,305 $ 3,559 $ 3,947
equivalents
The increase in earnings for the third quarter and the first nine months
of 2003 compared to the same periods of 2002 is primarily due to
improved aggregate and specific stop loss morbidity. The CLAC
reinsurance agreement contributed $2 million to net income for the third
quarter and the first nine months of 2003.
Excluding premium and fee income of ($244) million associated with CLAC
reinsurance and Allianz reinsurance, premium and fee income decreased
$34 million or 8% for the third quarter of 2003 and decreased $108
million or 9% for the first nine months of 2003, when compared to the
same periods of 2002. The decreases are primarily due to lower
membership levels offset by an increase in premiums resulting from
pricing actions taken during 2002 and 2003. There was a 15% decrease in
total health care membership from 2,174,000 at December 31, 2002 to
1,856,500 at September 30, 2003. There was a 17% decrease in total
health care membership from 2,239,300 at September 30, 2002 to 1,856,500
at September 30, 2003. The decline in membership is due to a decrease in
the employee base for existing group health care customers and the
general decline in the economy.
Excluding total benefits and expenses of ($246) million associated with
CLAC reinsurance and Allianz reinsurance, total benefits and expenses
decreased $64 million or 16% and $154 million or 14% for the third
quarter and first nine months of 2003 when compared to the same periods
of 2002. The decreases are due primarily to higher deficit recoveries
resulting from the pricing actions taken and lower operating expenses
resulting from a reduction in staff.
Self-funded premium equivalents decreased $148 million or 11% and $388
million or 10% for the third quarter and the first nine months of 2003
when compared to the same periods of 2002. The decreases were due to
improved morbidity as well as the decrease in membership.
15
The Company recorded $14.0 million ($9.1 million, net of tax) and $4.5
million ($2.9 million, net of tax) of restructuring costs in the first
quarter of 2002 and in the second quarter of 2002 related to the costs
associated with the consolidation of benefit payment offices and sales
offices throughout the United States. The charges relate to severance of
$2.8 million and $1.5 million, disposal of furniture and equipment of
$4.4 million and $0.5 million, and termination of leasing agreements of
$6.8 million and $2.5 million.
The Company established a premium deficiency reserve on the Alta block
of business in 2001. The Company had released premium deficiency
reserves of $6.2 million in the first quarter of 2002 and $2.1 million
in the second quarter of 2002 to offset underwriting losses incurred on
the under priced block of business. In addition, the premium deficiency
reserve was reduced by $15.0 million ($9.8 million net of tax) during
the first quarter of 2002 and was reduced by $4.0 million ($2.6 million,
net of tax) during the second quarter of 2002 based on an analysis of
emerging experience which was more favorable than originally estimated.
The premium deficiency reserve was $0 at September 30, 2002.
Financial Services
The following is a summary of certain financial data of the Financial
Services segment.
Three Months Ended Nine Months Ended
Operating Summary September 30, September 30,
------------------------- -------------------------
[Millions] 2003 2002 2003 2002
----------------------------- ----------- ---------- ----------- ----------
Premium income $ 1,486 $ 35 $ 1,567 $ 119
Fee income 59 55 171 169
Net investment income 205 214 595 642
Realized investment
gains(losses) (10) 13 31 20
----------- ---------- ----------- ----------
Total revenues 1,740 317 2,364 950
Total benefits and expenses 1,691 257 2,203 782
Income tax expenses 14 19 52 53
----------- ---------- ----------- ----------
Net income $ 35 $ 41 $ 109 $ 115
=========== ========== =========== ==========
Deposits for investment-type
contracts $ 144 $ 201 $ 413 $ 513
Deposits to separate 483 521 1,533 1,909
accounts
The decrease in Financial Services earnings for the third quarter of
2003 compared to the same period in 2002 is primarily due to lower
interest margins and realized investment losses. Earnings for the first
nine months of 2003 have decreased 6% excluding the CLAC coinsurance
compared to the same period in 2002, as lower interest margins were
offset somewhat by realized investment gains. The CLAC reinsurance
agreement contributed $1 million to net income for the third quarter and
the first nine months of 2003.
Excluding premium income and deposits to investment-type contracts and
separate accounts of $1,471 million associated with CLAC reinsurance,
premium income and deposits to investment-type contracts and separate
accounts have decreased $115 million or 15% for the third quarter of
2003 and decreased $499 million or 20% for the first nine months of 2003
when compared to the same periods in 2002. The decrease from 2002
relates to decreased sales of the BOLI product that have been negligible
in 2003 and the net decrease in contributions in the Group Retirement
Services market.
Retirement participant accounts including third-party administration and
institutional accounts increased 1% in 2003 from 2,160,000 at December
31, 2002 to 2,179,000 at September 30, 2003. Although the segment
experienced a decrease in one large case termination of 117,000
participant accounts in the first quarter of 2003, this has now been
offset by growth from sales and increased participation in existing case
sales for the first nine months of 2003.
16
Fee income has increased $4 million or 7% for the third quarter of 2003
and increased $2 million or 1% for the first nine months of 2003 when
compared to the same periods of 2002. Retirement products variable
asset-based fees fluctuate with fluctuations in the participant account
values. Account values change due to cash flow and unrealized market
gains and losses associated with fluctuations in the U.S. equities
market.
Excluding investment income of $11 million associated with CLAC
reinsurance, investment income decreased $20 million or 9% for the third
quarter of 2003 and decreased $58 million or 9% for the first nine
months of 2003 when compared to the same periods of 2002 due to the
general decline of interest rates in 2002. The decrease in investment
income is offset by positive realized investment gains in the first nine
months of 2003.
Excluding total benefits and expenses of $1,446 million associated with
CLAC reinsurance, total benefits and expenses have decreased $12 million
or 5% for the third quarter of 2003 and decreased $25 million or 3% for
the first nine months of 2003 when compared to the same periods of 2002.
A reduction in expenses and positive mortality experience on the
individual insurance lines have contributed to these reductions.
GENERAL ACCOUNT INVESTMENTS
The Company's primary investment objective is to acquire assets whose
duration and cash flow reflect the characteristics of the Company's
liabilities, while meeting industry, size, issuer, and geographic
diversification standards. Formal liquidity and credit quality
parameters have also been established.
The Company follows rigorous procedures to control interest rate risk
and observes strict asset and liability matching guidelines. These
guidelines ensure that even in changing market conditions, the Company's
assets will meet the cash flow and income requirements of its
liabilities. Using dynamic modeling to analyze the effects of a range of
possible market changes upon investments and policyholder benefits, the
Company ensures that its investment portfolio is appropriately
structured to fulfill financial obligations to its policyholders.
Fixed Maturities
Fixed maturities investments include public and privately placed
corporate bonds, government bonds, and mortgage-backed and asset-backed
securities. The Company's strategy related to structured assets is to
focus on those investments with lower volatility and minimal credit
risk. The Company does not invest in higher risk mortgage obligations
such as interest-only and principal-only strips, and currently has no
plans to invest in such securities.
Private placement investments are generally less marketable than
publicly traded assets, yet they typically offer covenant protection
that allows the Company, if necessary, to take appropriate action to
protect its investment. The Company believes that the cost of the
additional monitoring and analysis required by private placements is
more than offset by their enhanced yield.
One of the Company's primary objectives is to ensure that its fixed
maturity portfolio is maintained at a high average quality, so as to
limit credit risk. If not externally rated, the securities are rated by
the Company on a basis intended to be similar to that of rating
agencies.
17
The distribution of the fixed maturity portfolio by credit rating is
summarized as follows:
September 30, December 31,
2003 2002
------------------ -------------------
AAA 58.9 % 58.9 %
AA 8.7 % 8.9 %
A 14.5 % 15.2 %
BBB 15.5 % 14.4 %
BB and Below (non-investment grade) 2.4 % 2.6 %
-------------- --- --------------- ---
TOTAL 100.0 % 100.0 %
============== === =============== ===
During the first nine months of 2003, net unrealized gains on fixed
maturities included in stockholder's equity, which is net of
policyholder-related amounts and deferred income taxes, increased
stockholder's equity by $5.5 million.
Mortgage loans on real estate increased $364 million or 87% primarily
due to CLAC reinsurance.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the Company's management to make a variety of estimates and assumptions.
These estimates and assumptions affect, among other things, the reported
amounts of assets and liabilities, the disclosure of contingent
liabilities and the reported amounts of revenues and expenses. Actual
results can differ from the amounts previously estimated, which were
based on the information available at the time the estimates were made.
The critical accounting policies described below are those that the
Company believes are important to the portrayal of the Company's
financial condition and results, and which require management to make
difficult, subjective and/or complex judgments. Critical accounting
policies cover accounting matters that are inherently uncertain because
the future resolution of such matters is unknown. The Company believes
that critical accounting policies include policy reserves, allowances
for credit losses, deferred policy acquisition costs, and valuation of
privately placed fixed maturities.
Policy Reserves
Life Insurance and Annuity Reserves - Life insurance and annuity policy
reserves with life contingencies are computed on the basis of estimated
mortality, investment yield, withdrawals, future maintenance and
settlement expenses, and retrospective experience rating premium
refunds. Annuity contract reserves without life contingencies are
established at the contractholder's account value.
Reinsurance - Policy reserves ceded to other insurance companies are
carried as a reinsurance receivable on the balance sheet. The cost of
reinsurance related to long-duration contracts is accounted for over the
life of the underlying reinsured policies using assumptions consistent
with those used to account for the underlying policies. Reinsurance
contracts do not relieve the Company from its obligations to
policyholders. Failure of reinsurers to honor their obligations could
result in losses to the Company. The Company evaluates the financial
condition of its reinsurers and monitors concentrations of credit risk
arising from similar geographic regions, activities, or economic
characteristics of the reinsurers to minimize its exposure to
significant losses from reinsurer insolvencies. In the normal course of
business, the Company seeks to limit its exposure to loss on any single
insured and to recover a portion of benefits paid by ceding risks to
other insurance enterprises under excess coverage and co-insurance
contracts. The Company retains a maximum of $1.5 million of coverage per
individual life.
Policy and Contract Claims - Policy and contract claims include
provisions for reported life and health claims in process of settlement,
valued in accordance with the terms of the related policies and
contracts, as well as provisions for claims incurred and unreported
based primarily on prior experience of the Company.
18
Allowance For Credit Losses
The Company maintains an allowance for credit losses at a level that, in
management's opinion, is sufficient to absorb credit losses on its
amounts receivable related to uninsured accident and health plan claims
paid on behalf of policyholders and premiums in course of collection,
and to absorb credit losses on its impaired loans. Management's
judgement is based on past loss experience and current and projected
economic conditions, and extensive situational analysis of each
individual loan. The measurement of impaired loans is based on the fair
value of the collateral.
Deferred Policy Acquisition Costs
Policy acquisition costs, which primarily consist of sales commissions
and costs associated with the Company's group sales representatives
related to the production of new business, have been deferred to the
extent recoverable. These costs are variable in nature and are dependent
upon sales volume. Deferred costs associated with the annuity products
are being amortized over the life of the contracts in proportion to the
emergence of gross profits. Retrospective adjustments of these amounts
are made when the Company revises its estimates of current or future
gross profits. Deferred costs associated with traditional life insurance
are amortized over the premium paying period of the related policies in
proportion to premium revenues recognized.
Valuation Of Privately Placed Fixed Maturities
The estimated fair values of financial instruments have been determined
using available information and appropriate valuation methodologies.
However, considerable judgement is required to interpret market data to
develop estimates of fair value. Accordingly, the estimates presented
are not necessarily indicative of the amounts the Company could realize
in a current market exchange. The use of different market assumptions
and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
To determine fair value for fixed maturities not actively traded, the
Company utilizes discounted cash flows calculated at current market
rates on investments of similar quality and term.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations have liquidity requirements that vary among the
principal product lines. Life insurance and pension plan reserves are
primarily long-term liabilities. Accident and health reserves, including
long-term disability, consist of both short-term and long-term
liabilities. Life insurance and pension plan reserve requirements are
usually stable and predictable, and are supported primarily by
long-term, fixed income investments. Accident and health claim demands
are stable and predictable but generally shorter term, requiring greater
liquidity.
Generally, the Company has met its operating requirements by maintaining
appropriate levels of liquidity in its investment portfolio. Liquidity
for the Company has remained strong, as evidenced by significant amounts
of short-term investments and cash that totaled $1,374.4 million and
$864.9 million as of September 30, 2003 and December 31, 2002,
respectively.
Funds provided from premiums and fees, investment income and maturities
of investment assets are reasonably predictable and normally exceed
liquidity requirements for payment of claims, benefits, and expenses.
However, since the timing of available funds cannot always be matched
precisely to commitments, imbalances may arise when demands for funds
exceed those on hand. Also, a demand for funds may arise as a result of
the Company taking advantage of current investment opportunities. The
Company's capital resources represent funds available for long-term
business commitments and primarily consist of retained earnings and
proceeds from the issuance of equity securities. Capital resources
provide protection for policyholders and the financial strength to
support the underwriting of insurance risks, and allow for continued
business growth. The amount of capital resources that may be needed is
determined by the Company's senior management and Board of Directors, as
well as by regulatory requirements. The allocation of resources to new
long-term business commitments is designed to achieve an attractive
return, tempered by considerations of risk and the need to support the
Company's existing business.
19
Additional liquidity is available through the Company's participation in
repurchase agreements with third party brokers and the issuance of
commercial paper. The Company had $649.1 million of repurchase
agreements at September 30, 2003, compared to $323.2 at December 31,
2002. The Company's participation in repurchase agreements depends on
current market conditions, and as a result, fluctuations may occur.
The Company's financial strength provides the capacity and flexibility
to enable it to raise funds in the capital markets through the issuance
of commercial paper. The Company continues to be well capitalized, with
sufficient borrowing capacity to meet the anticipated needs of its
business. The Company had $99.6 million and $96.6 million of commercial
paper outstanding at September 30, 2003, and December 31, 2002,
respectively. The commercial paper has been given a rating of A-1 + by
Standard & Poor's Corporation and a rating of P-1 by Moody's Investors
Service, each being the highest rating available.
OBLIGATIONS RELATING TO DEBT AND LEASES AT SEPTEMBER 30, 2003 ARE AS FOLLOWS:
2003 2004 2005 2006 2007 Thereafter
-------- -------- -------- -------- -------- -----------
Subordinated
debentures $ $ $ $ $ $ 175.0
Related party
note 25.0
Operating leases 6.3 23.5 22.1 20.2 18.2 39.5
-------- -------- -------- -------- -------- -----------
Total contractual
obligations $ 6.3 $ 23.5 $ 22.1 $ 45.2 $ 18.2 $ 214.5
======== ======== ======== ======== ======== ===========
Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's assets are purchased to fund future benefit payments to
its policyholders and contractholders. The primary risk of these assets
is exposure to rising interest rates. The Company's exposure to foreign
currency exchange rate fluctuations is minimal as only nominal foreign
investments are held.
To manage interest rate risk, the Company invests in assets that are
suited to the products that it sells. For products with fixed and highly
predictable benefit payments such as certificate annuities and payout
annuities, the Company invests in fixed income assets with cash flows
that closely match the liability product cash flows. The Company is then
protected against interest rate changes, as any change in the fair value
of the assets will be offset by a similar change in the fair value of
the liabilities. For products with uncertain timing of benefit payments
such as portfolio annuities and life insurance, the Company invests in
fixed income assets with expected cash flows that are earlier than the
expected timing of the benefit payments. The Company can then react to
changing interest rates sooner as these assets mature for reinvestment.
The Company also manages risk with interest rate derivatives such as
interest rate caps that pay the Company investment income if interest
rates rise above the level specified in the cap. The Company also uses
interest rate swaps to convert cash flow from variable-rate investments
to fixed amounts to match such cash flows to expected cash flows on its
liabilities to policyholders. These derivatives are only used to reduce
risk and are not used for speculative purposes.
To manage foreign currency exchange risk, the Company uses currency
swaps to convert foreign currency back to United States dollars. These
swaps are purchased each time a foreign currency denominated asset is
purchased.
There are no significant changes to the Company's risk from December 31,
2002.
20
Item 4. CONTROLS AND PROCEDURES
Based on their evaluation as of September 30, 2003, the Chief Executive
Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective in ensuring that
information relating to the Company and its subsidiaries which is
required to be disclosed in reports filed under the Securities Exchange
Act of 1934 is (i) recorded, processed, summarized and reported in a
timely manner; and (ii) accumulated and communicated to the Company's
senior management, including the President and Chief Executive Officer
and the Executive Vice President and Chief Financial Officer, so that
timely decisions may be made regarding disclosure.
The Chief Executive Officer and Chief Financial Officer hereby confirm
that there were no significant changes in the Company's internal
controls over financial reporting that occurred during the Company's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is
the subject.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) INDEX TO EXHIBITS
Exhibit Number Title Page
-------------- ----- ----
31 Rule 13a-14 and 15d-14 Certifications 22
32 Rule 13a-14 and 15d-14 Certifications 24
(b) REPORTS ON FORM 8-K
A report on Form 8-K, dated October 29, 2003, was filed
disclosing the Company's third quarter results as of September
30, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
GWL&A FINANCIAL INC.
BY: /S/ Glen R. Derback DATE: November 13, 2003
----------------------------------------------------- -----------------
Glen R. Derback, Senior Vice President and Controller
(Duly authorized officer and chief accounting officer)