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EX-32 - EXHIBIT 32 - GREAT WEST LIFE & ANNUITY INSURANCE COq32018gwla-exx32.htm
EX-31.2 - EXHIBIT 31.2 - GREAT WEST LIFE & ANNUITY INSURANCE COq32018gwla-exx312.htm
EX-31.1 - EXHIBIT 31.1 - GREAT WEST LIFE & ANNUITY INSURANCE COq32018gwla-ex311.htm
EX-3.II - EXHIBIT 3.II - GREAT WEST LIFE & ANNUITY INSURANCE COq32018gwla-exhibit3ii.htm


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, 2018

 OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                to               
 
Commission file number 333-1173
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
COLORADO
 
84-0467907
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
8515 EAST ORCHARD ROAD, GREENWOOD VILLAGE, CO 80111
(Address of principal executive offices)
 
(303) 737-3000
(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 ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes x         No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined in Rule 12b-2 of the Act. 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging growth company
¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Act.
 
Yes ¨         No x
 
As of November 14, 2018, 7,320,176 shares of the registrant’s common stock were outstanding, all of which were owned by the registrant’s parent company.




Table of Contents
 
 
 
Page
 
 
 
Number
Part I
 
 
Item 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2
 
Item 3
 
Item 4
 
 
 
 
Part II
 
Item 1
 
Item 1A
 
Item 6
 
 
 
 
 
 


2



Part I     Financial Information
Item1.    Interim Financial Statements


 GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Balance Sheets
September 30, 2018 (Unaudited) and December 31, 2017
(In Thousands, Except Share Amounts)
 
 
 
September 30, 2018
 
December 31, 2017
Assets
 
 

 
 

Investments:
 
 

 
 

Fixed maturities, available-for-sale, at fair value (amortized cost $22,696,473 and $22,762,962)
 
$
22,550,302

 
$
23,593,139

Fixed maturities, held-for-trading, at fair value (amortized cost $142,981 and $20,512)
 
141,943

 
21,059

Mortgage loans on real estate (net of allowances of $773 and $773)
 
4,365,189

 
4,005,187

Policy loans
 
4,103,408

 
4,104,094

Short-term investments (amortized cost $415,189 and $350,266)
 
415,189

 
350,266

Limited partnership interests
 
71,895

 
45,540

Other investments
 
54,614

 
17,997

Total investments
 
31,702,540

 
32,137,282

 
 
 
 
 
Other assets:
 
 

 
 

Cash and cash equivalents
 
11,782

 
17,211

Reinsurance recoverable
 
581,026

 
589,080

Deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”)
 
712,453

 
518,510

Investment income due and accrued
 
324,698

 
299,362

Deferred income tax assets, net
 
2,715

 

Collateral under securities lending agreements
 
66,784

 

Due from parent and affiliates
 
108,501

 
114,133

Goodwill
 
137,683

 
137,683

Other intangible assets
 
15,068

 
17,085

Other assets
 
1,033,650

 
954,250

Assets of discontinued operations
 
14,286

 
16,095

Separate account assets
 
26,142,156

 
27,660,571

Total assets
 
$
60,853,342

 
$
62,461,262

 
See notes to condensed consolidated financial statements.
 
(Continued)


3



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Balance Sheets
September 30, 2018 (Unaudited) and December 31, 2017
(In Thousands, Except Share Amounts)
 
 
 
September 30, 2018
 
December 31, 2017
Liabilities and stockholder’s equity
 
 

 
 

Policy benefit liabilities:
 
 

 
 

Future policy benefits
 
$
30,393,726

 
$
30,048,927

Policy and contract claims
 
380,903

 
389,029

Policyholders’ funds
 
239,576

 
280,578

Provision for policyholders’ dividends
 
40,061

 
41,972

Undistributed earnings on participating business
 
9,586

 
14,636

Total policy benefit liabilities
 
31,063,852

 
30,775,142

 
 
 
 
 
General liabilities:
 
 

 
 

Due to parent and affiliates
 
569,370

 
553,901

Commercial paper
 
99,692

 
99,886

Payable under securities lending agreements
 
66,784

 

Deferred income tax liabilities, net
 

 
93,203

Other liabilities
 
906,039

 
812,875

Liabilities of discontinued operations
 
14,286

 
16,095

Separate account liabilities
 
26,142,156

 
27,660,571

Total liabilities
 
58,862,179

 
60,011,673

 
 
 
 
 
Commitments and contingencies (See Note 14)
 


 


 
 
 
 
 
Stockholder’s equity:
 
 

 
 

Preferred stock, $1 par value, 50,000,000 shares authorized; none issued and outstanding
 

 

Common stock, $1 par value, 50,000,000 shares authorized; 7,320,176 shares issued and outstanding
 
7,320

 
7,320

Additional paid-in capital
 
952,682

 
949,520

Accumulated other comprehensive (loss) income
 
(142,356
)
 
440,957

Retained earnings
 
1,173,517

 
1,051,792

Total stockholder’s equity
 
1,991,163

 
2,449,589

Total liabilities and stockholder’s equity
 
$
60,853,342

 
$
62,461,262

 
See notes to condensed consolidated financial statements.
 
(Concluded)


4



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Income
Three and Nine Months Ended September 30, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 

 
 

 
 
 
 
Premium income
 
$
130,953

 
$
145,504

 
$
353,790

 
$
365,408

Fee income
 
290,790

 
264,304

 
853,450

 
786,758

Other revenue
 
3,078

 
3,322

 
9,140

 
9,367

Net investment income
 
322,425

 
300,582

 
988,037

 
911,274

Investment gains (losses), net
 
4,409

 
13,861

 
922

 
24,171

Total revenues
 
751,655

 
727,573


2,205,339


2,096,978

Benefits and expenses:
 
 

 
 

 
 
 
 
Life and other policy benefits
 
180,698

 
161,017

 
534,856

 
498,300

(Decrease) increase in future policy benefits
 
(13,058
)
 
12,704

 
(112,448
)
 
(51,148
)
Interest credited or paid to contractholders
 
166,903

 
160,040

 
492,583

 
471,531

Provision for policyholders’ share of losses on participating business
 
(539
)
 
(1,033
)
 
(1,396
)
 
(1,097
)
Dividends to policyholders
 
8,990

 
11,513

 
28,669

 
35,627

Total benefits
 
342,994

 
344,241


942,264


953,213

General insurance expenses
 
298,669

 
293,176

 
905,347

 
884,670

Amortization of DAC and VOBA
 
14,241

 
14,076

 
56,490

 
39,798

Interest expense
 
7,082

 
7,811

 
24,479

 
23,087

Total benefits and expenses
 
662,986

 
659,304


1,928,580


1,900,768

Income before income taxes
 
88,669

 
68,269

 
276,759

 
196,210

Income tax expense
 
17,287

 
21,688

 
58,091

 
64,973

Net income
 
$
71,382

 
$
46,581


$
218,668


$
131,237

 
See notes to condensed consolidated financial statements.


5



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Comprehensive (Loss) Income
Three and Nine Months Ended September 30, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Net income
 
$
71,382

 
$
46,581

 
$
218,668

 
$
131,237

Components of other comprehensive (loss) income
 
 

 
 

 
 

 
 

Unrealized holding (losses) gains, net, arising on available-for-sale fixed maturity investments
 
(148,340
)
 
39,983

 
(961,854
)
 
407,208

Unrealized holding gains (losses), net, arising on cash flow hedges
 
4,063

 
(23,111
)
 
56,506

 
(48,311
)
Reclassification adjustment for (gains) losses, net, realized in net income
 
(6,937
)
 
(2,885
)
 
(24,244
)
 
(3,242
)
Net unrealized (losses) gains related to investments
 
(151,214
)
 
13,987


(929,592
)

355,655

Future policy benefits, DAC and VOBA adjustments
 
35,053

 
(1,977
)
 
189,415

 
(85,992
)
Employee benefit plan adjustment
 
646

 
10,744

 
1,805

 
15,036

Other comprehensive (loss) income before income taxes
 
(115,515
)
 
22,754


(738,372
)

284,699

Income tax (benefit) expense related to items of other comprehensive income
 
(24,259
)
 
7,963

 
(155,059
)
 
99,644

Other comprehensive (loss) income(1)
 
(91,256
)
 
14,791


(583,313
)

185,055

Total comprehensive (loss) income
 
$
(19,874
)
 
$
61,372


$
(364,645
)

$
316,292


(1) Other comprehensive (loss) income includes the non-credit component of impaired (losses) gains, net, on fixed maturities available-for-sale in the amounts of $635 and $(2,258) for the three months ended September 30, 2018 and 2017, respectively and $(12,611) and $(3,867) for the nine months ended September 30, 2018 and 2017, respectively.
 
See notes to condensed consolidated financial statements.


6






GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Stockholder’s Equity
Nine Months Ended September 30, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
stock
 
Additional
paid-in
capital
 
Accumulated
 other
comprehensive
income (loss)
 
Retained
earnings
 
Total
Balances, January 1, 2018
 
$
7,320

 
$
949,520

 
$
440,957

 
$
1,051,792

 
$
2,449,589

Cumulative impact of adopting ASC 606, net of tax
 

 

 

 
32,952

 
32,952

Adjusted balances, January 1, 2018
 
7,320

 
949,520


440,957


1,084,744


2,482,541

Net income
 

 

 

 
218,668

 
218,668

Other comprehensive loss, net of income taxes
 

 

 
(583,313
)
 

 
(583,313
)
Dividends
 

 

 

 
(129,895
)
 
(129,895
)
Capital contribution(1)
 

 
2,514

 

 

 
2,514

Capital contribution - stock-based compensation
 

 
648

 

 

 
648

Balances, September 30, 2018
 
$
7,320

 
$
952,682


$
(142,356
)

$
1,173,517


$
1,991,163

(1) In February 2018, the Company received a capital contribution from its parent, GWL&A Financial Inc., in the amount of $848. In May 2018, an additional capital contribution was received in the amount of $840. In August 2018, an additional capital contribution was received in the amount of $826. No additional shares of the Company were issued in relation to these contributions.


 
 
Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
stock
 
Additional
paid-in
capital
 
Accumulated
other
comprehensive
income
 
Retained
earnings
 
Total
Balances, January 1, 2017
 
$
7,293

 
$
863,031

 
$
235,875

 
$
906,122

 
$
2,012,321

Net income
 

 

 

 
131,237

 
131,237

Other comprehensive income, net of income taxes
 

 

 
185,055

 

 
185,055

Dividends
 

 

 

 
(145,301
)
 
(145,301
)
Capital Contribution(1)
 

 
76,429

 

 

 
76,429

Capital contribution - stock-based compensation
 

 
1,156

 

 

 
1,156

Balances, September 30, 2017
 
$
7,293

 
$
940,616


$
420,930


$
892,058


$
2,260,897

(1) In May 2017, the Company received a capital contribution from its parent, GWL&A Financial Inc., in the amount of $76,429. No additional shares of the Company were issued in relation to this contribution.

See notes to condensed consolidated financial statements.


7



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
Nine Months Ended September 30,
 
 
2018
 
2017
Net cash provided by operating activities
 
$
316,452

 
$
699,942

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Proceeds from sales, maturities and redemptions of investments:
 
 

 
 

Fixed maturities, available-for-sale
 
2,892,673

 
3,920,591

Mortgage loans on real estate
 
288,150

 
322,326

Limited partnership interests and other investments
 
5,827

 
8,439

Purchases of investments:
 
 

 
 

Fixed maturities, available-for-sale
 
(2,786,257
)
 
(4,313,849
)
Mortgage loans on real estate
 
(650,495
)
 
(689,122
)
Limited partnership interests and other investments
 
(27,656
)
 
(17,697
)
Net change in short-term investments
 
(39,274
)
 
(517,840
)
Net change in policy loans
 
(1,057
)
 
(9,677
)
Purchases of furniture, equipment, and software
 
(39,541
)
 
(30,867
)
Net cash used in investing activities
 
(357,630
)
 
(1,327,696
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Contract deposits
 
2,064,895

 
2,251,508

Contract withdrawals
 
(1,888,977
)
 
(1,565,225
)
Proceeds from surplus note issued to parent
 
346,218

 

Redemption of surplus note issued to parent
 
(333,400
)
 

Dividends paid
 
(129,895
)
 
(145,301
)
Capital contribution
 
2,514

 
76,429

Payments for and interest paid on financing element derivatives, net
 
(724
)
 
(3,290
)
Net change in commercial paper borrowings
 
(194
)
 
819

Net change in book overdrafts
 
(24,647
)
 
15,659

Employee taxes paid for withheld shares
 
(41
)
 
(671
)
Net cash provided by financing activities
 
35,749

 
629,928

 
 
 
 
 
Net (decrease) increase in cash and cash equivalents
 
(5,429
)
 
2,174

Cash and cash equivalents, beginning of year
 
17,211

 
18,321

Cash and cash equivalents, end of period
 
$
11,782

 
$
20,495

 
See notes to condensed consolidated financial statements.
 
(Continued)

8



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Nine Months Ended September 30,
 
 
2018
 
2017
Supplemental disclosures of cash flow information:
 
 

 
 
Net cash paid during the year for:
 
 

 
 

Income taxes
 
$
(17,070
)
 
$
(17,449
)
Interest
 
(16,728
)
 
(16,447
)
 
 
 
 
 
Non-cash investing and financing transactions during the years:
 
 
 
 
Share-based compensation expense
 
$
648

 
$
1,156

Fair value of assets acquired in settlement of fixed maturity investments
 
28,315

 
9,323

 
See notes to condensed consolidated financial statements.
 
(Concluded)


9

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)




1.  Organization and Basis of Presentation
 
Organization
 
Great-West Life & Annuity Insurance Company (“GWLA”) and its subsidiaries (collectively, the “Company”) is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a holding company. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. LLC (“Lifeco U.S.”) and an indirect wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”), a Canadian holding company. The Company offers a wide range of life insurance, retirement, and investment products to individuals, businesses, and other private and public organizations throughout the United States. The Company is an insurance company domiciled in the State of Colorado and is subject to regulation by the Colorado Division of Insurance.
 
Basis of Presentation
 
The condensed consolidated financial statements include the accounts of the Company and the accounts of its subsidiaries over which it exercises control and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany transactions and balances have been eliminated in consolidation.
 
The condensed consolidated balance sheet as of December 31, 2017, which was derived from the Company’s audited consolidated financial statements, and the unaudited interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018, have been prepared in accordance with the instructions for Form 10-Q. In compliance with those instructions, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
 
In the opinion of management, these statements include all normal recurring adjustments necessary to fairly present the Company’s condensed consolidated results of operations, financial position, and cash flows as of September 30, 2018, and for all periods presented. The condensed consolidated results of operations and condensed consolidated statement of cash flows for the nine months ended September 30, 2018, are not necessarily indicative of the results or cash flows expected for the full year.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.  Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In May, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and all the related amendments to customer contracts (collectively “ASC 606”), effective for interim and annual periods beginning after December 15, 2017. ASC 606 supersedes nearly all existing revenue recognition guidance under U.S. GAAP; however, it did not impact the accounting for insurance and investment contracts within the scope of financial services insurance, leases, financial instruments and guarantees. The core principle of the model requires that an entity recognizes revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The update also requires increased disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. See Note 10 for additional information.


10

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605, Revenue Recognition (“ASC 605”).

The primary impact of ASC 606 to the Company relates to the accounting for certain contract costs and contract fulfillment costs, which were expensed as incurred under ASC 605. Under ASC 606, these costs are deferred and amortized over the expected life of the customer contract, which the Company determined to be 10 years. The Company presents these contract costs and contract fulfillment costs on the condensed consolidated balance sheet as a part of the DAC and VOBA balance.

The Company recorded a net increase to opening retained earnings of $32,952, net of tax, as of January 1, 2018 due to the cumulative impact of adopting ASC 606.

In January, 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, effective for interim and annual periods beginning after December 15, 2017. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments including requiring equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income, eliminating certain disclosure requirements related to financial instruments measured at amortized cost, and adding disclosures related to the measurement categories of financial assets and financial liabilities.  The primary impact to the Company’s condensed consolidated financial statements was that the Company’s limited partnership interests, that were accounted for under the cost method, are now measured at fair value with changes in the fair value recognized in net income. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), effective for fiscal years and interim periods within those beginning after December 15, 2017. This ASU addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The primary impacts to the Company’s condensed consolidated financial statement include reclassification of proceeds received from the settlement of corporate-owned life insurance policies (“COLI”) from cash flow from operations to cash flow from investing and reclassification of certain change in due to / from parent and affiliate from investing to operating. As the Company has retroactively applied this guidance as required by the ASU, the following updates were made to the condensed consolidated cash flow statement for the nine months ended September 30, 2017 to conform to current year presentation:
Reclassification of proceeds received from the settlement of COLIs of $1,680 from cash flow from operations to cash flows from investing; and
Reclassification of change in due to / from parent and affiliate of $9,760 from cash flow from financing to cash flows from operations.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash (a consensus of the Emerging Issues Task Force), effective for fiscal years and interim periods within those beginning after December 15, 2017. This update requires organizations to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The adoption of this standard did not have a material impact on the condensed consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, effective for annual reporting periods beginning on or after December 15, 2017, and interim periods within those annual periods. This update requires organizations to disaggregate the service cost component from the other components of net benefit costs in the income statement and present it with other current compensation costs for the related employees while providing guidance for capitalization eligibility for service costs. The adoption of this standard did not have a material impact on the condensed consolidated financial statements.


11

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Future adoption of new accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases, and all the related amendments to leases (collectively “ASU 2016-02”) effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted as of the beginning of an interim or annual period. This update requires organizations to recognize lease assets and lease liabilities on the balance sheet with lease terms of more than 12 months and also disclose certain qualitative and quantitative information about leasing arrangements. The Company’s implementation efforts are primarily focused on incorporating a new lease accounting system and estimating the impact to the condensed consolidated financial statements upon adoption. The adoption of this standard is not anticipated to have a material impact on the condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses: Measurement of Credit Losses on Financial Instruments, effective for fiscal years and interim periods within those beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018. This update amends guidance on the impairment of financial instruments by adding an impairment model that is based on expected losses rather than incurred losses and is intended to result in more timely recognition of losses. The standard also simplifies the accounting by decreasing the number of credit impairment models that an entity can use to account for debt instruments. The Company continues to evaluate the impact of this update on its condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other, effective for annual or any interim goodwill impairment tests after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The update eliminates Step 2 from the goodwill impairment test and will require management to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Any amount by which the carrying amount exceeds the reporting unit’s fair value (not to exceed the goodwill allocated to that reporting unit) is recognized as an impairment charge. The Company performs its goodwill impairment annually in the 4th quarter or more frequently if events or circumstances indicate that there may be justification for performing an interim test. The adoption of this standard is not anticipated to have a material impact on the condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Targets, effective for certain long-duration insurance contracts for fiscal years and interim periods beginning after December 15, 2020. Early adoption is permitted. The amendments update the measurement of the liability for future policy benefits related to non-participating traditional and limited payment contracts, the measurement of market risk benefits, the amortization of deferred acquisition costs and require new, disaggregated disclosures. The Company is evaluating the impact of this update on its condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Internal-Use Software, effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The standard requires companies to capitalize certain implementation costs on cloud computing arrangements that are service contacts. The Company is evaluating the impact of this update on its condensed consolidated financial statements.

3.  Related Party Transactions

A note payable to GWL&A Financial was issued as a surplus note on May 17, 2018, with a face and carrying amount of $346,218. The surplus note bears a fixed interest rate of 4.881%. The note matures on May 17, 2048.

On June 15, 2018, the surplus note with a principal amount of $333,400 was redeemed in full. The surplus note to GWL&A Financial was issued on May 19, 2006. The surplus note bore an interest rate of 2.588% plus the then-current three-month London Interbank Offering Rate (“LIBOR”). The surplus note became redeemable by the Company at the principal amount plus any accrued and unpaid interest after May 16, 2016.

From time to time, the Company makes direct investments in mutual funds of Great-West Funds, Inc., an open-end management investment company, which is a related party of GWLA, to seed new investment products. As of September 30, 2018, the Company held $35,957 in seed investments. 


12

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



4.  Dividends
 
The maximum amount of dividends, which can be paid to stockholders by insurance companies domiciled in the State of Colorado, is subject to restrictions relating to statutory surplus and statutory net gain from operations. Prior to the payment of any dividends, the Company seeks approval from the Colorado Insurance Commissioner. During the nine months ended September 30, 2018 and 2017, the Company paid dividends of $129,895 and $145,301, respectively, to its parent, GWL&A Financial. 

5.  Summary of Investments
 
The following tables summarize fixed maturity investments classified as available-for-sale and the non-credit-related component of other-than-temporary impairments (“OTTI”) in accumulated other comprehensive income (loss) (“AOCI”): 
 
 
September 30, 2018
 
 
Amortized
 
Gross unrealized
 
Gross unrealized
 
Estimated fair value
 
OTTI (gain) loss
Fixed maturities:
 
cost
 
gains
 
losses
 
and carrying value
 
included in AOCI (1)
U.S. government direct obligations and U.S. agencies
 
$
1,446,233

 
$
22,552

 
$
42,690

 
$
1,426,095

 
$

Obligations of U.S. states and their subdivisions
 
1,828,711

 
137,944

 
7,530

 
1,959,125

 

Corporate debt securities (2)
 
15,593,111

 
222,689

 
475,892

 
15,339,908

 
(684
)
Asset-backed securities
 
1,530,147

 
63,096

 
24,504

 
1,568,739

 
(37,382
)
Residential mortgage-backed securities
 
74,403

 
1,813

 
969

 
75,247

 
(50
)
Commercial mortgage-backed securities
 
1,287,600

 
3,725

 
45,827

 
1,245,498

 

Collateralized debt obligations
 
936,268

 
870

 
1,448

 
935,690

 

Total fixed maturities
 
$
22,696,473

 
$
452,689


$
598,860


$
22,550,302


$
(38,116
)
 
 
 
 
 
 
 
 
 
 
 
(1)  Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses.  OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities with previous non-credit impairment. The non-credit loss component of OTTI (gain) loss was in an unrealized gain position due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.
(2) Includes perpetual debt investments with amortized cost of $89,267 and estimated fair value of $80,673. 

13

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)




 
 
December 31, 2017
 
 
Amortized
 
Gross unrealized
 
Gross unrealized
 
Estimated fair value
 
OTTI (gain) loss
Fixed maturities:
 
cost
 
gains
 
losses
 
and carrying value
 
included in AOCI (1)
U.S. government direct obligations and U.S. agencies
 
$
1,837,748

 
$
41,777

 
$
7,883

 
$
1,871,642

 
$

Obligations of U.S. states and their subdivisions
 
1,872,120

 
220,507

 
1,655

 
2,090,972

 

Corporate debt securities (2)
 
15,234,473

 
581,991

 
110,377

 
15,706,087

 
(1,018
)
Asset-backed securities
 
1,622,806

 
105,301

 
10,131

 
1,717,976

 
(56,735
)
Residential mortgage-backed securities
 
63,187

 
2,446

 
649

 
64,984

 
(140
)
Commercial mortgage-backed securities
 
1,352,906

 
17,692

 
12,989

 
1,357,609

 

Collateralized debt obligations
 
779,722

 
4,227

 
80

 
783,869

 

Total fixed maturities
 
$
22,762,962

 
$
973,941


$
143,764


$
23,593,139


$
(57,893
)
 
 
 
 
 
 
 
 
 
 
 
(1)  Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses.  OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities with previous non-credit impairment. The non-credit loss component of OTTI (gain) loss was in an unrealized gain position due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.
(2) Includes perpetual debt investments with amortized cost of $89,267 and estimated fair value of $87,348.
 
See Note 8 for additional discussion regarding fair value measurements.

The amortized cost and estimated fair value of fixed maturity investments classified as available-for-sale, by contractual maturity date, are shown in the table below. Actual maturities will likely differ from these projections because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 
 
September 30, 2018
 
Amortized cost
 
Estimated fair value
Maturing in one year or less
$
624,398

 
$
623,752

Maturing after one year through five years
3,470,116

 
3,451,165

Maturing after five years through ten years
8,251,124

 
8,071,691

Maturing after ten years
5,419,415

 
5,501,579

Mortgage-backed and asset-backed securities
4,931,420

 
4,902,115

 Total fixed maturities
$
22,696,473

 
$
22,550,302


Mortgage-backed (commercial and residential) and asset-backed securities include those issued by the U.S. government and U.S. agencies.

The following table summarizes information regarding the sales of securities classified as available-for-sale:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Proceeds from sales
$
433,643

 
$
339,051

 
$
1,911,262

 
$
2,810,599

Gross realized gains from sales
5,887

 
8,512

 
30,613

 
29,433

Gross realized losses from sales
3,650

 
2,993

 
19,722

 
24,330



14

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Mortgage loans on real estate — The recorded investment of the mortgage loan portfolio categorized as performing was $4,365,962 and $4,005,960 as of September 30, 2018 and December 31, 2017, respectively.

The following table summarizes activity in the mortgage provision allowance:
 
Nine Months Ended September 30, 2018
 
Year Ended December 31, 2017
 
Commercial mortgages
 
Commercial mortgages
Beginning balance
$
773

 
$
2,882

Provision increases

 
157

Charge-off

 
(663
)
Recovery

 
(30
)
Provision decreases

 
(1,573
)
Ending balance
$
773

 
$
773

 
 
 
 
Allowance ending balance by basis of impairment method:
 
 
 
Collectively evaluated for impairment
773

 
773

 
 
 
 
Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method:
$
4,365,962

 
$
4,005,960

Individually evaluated for impairment
2,725

 
2,942

Collectively evaluated for impairment
4,363,237

 
4,003,018


Limited partnership interests — Limited partnership interests represent the Company’s minority ownership interests in pooled investment funds that primarily make private equity investments across diverse industries and geographical focuses. The Company has determined its interest in each limited partnership to be considered a variable interest entity (“VIE”). Consolidation is not required as the Company is not deemed to be the primary beneficiary of the VIEs. The carrying value and maximum exposure to loss in relation to the activities of the VIEs was $71,895 and $45,540 at September 30, 2018 and December 31, 2017, respectively.

Securities lending — Securities with a cost or amortized cost of $89,641 and estimated fair values of $84,511 were on loan under the program at September 30, 2018. There were no securities on loan at December 31, 2017. The Company received cash of $66,784 and securities with a fair value of $21,026 as collateral at September 30, 2018. The Company bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment.

Under the securities lending program the collateral pledged is, by definition, the securities loaned against the cash borrowed. The following table summarizes the cash collateral liability under the securities lending program, by class of securities loaned:
 
 
 
 
September 30, 2018
 
December 31, 2017
Cash collateral liability by class of loaned security
 
 
 
 
 
 
U.S. government direct obligations and U.S. agencies
 
 
 
$
7,700

 
$

Corporate debt securities
 
 
 
59,084

 

Total
 
 
 
$
66,784

 
$


The Company’s securities lending agreements are open agreements meaning the borrower can return and the Company can recall the loaned securities at any time. The assets and liabilities associated with securities lending program are not subject to master netting arrangements and are not offset in the condensed consolidated balance sheets.


15

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Unrealized losses on fixed maturity investments classified as available-for-sale — The following tables summarize unrealized investment losses, including the non-credit-related portion of OTTI losses reported in AOCI, by class of investment:
 
 
September 30, 2018
 
 
Less than twelve months
 
Twelve months or longer
 
Total
 
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
Fixed maturities:
 
fair value
 
loss and OTTI
 
fair value
 
loss and OTTI
 
fair value
 
loss and OTTI
U.S. government direct obligations and U.S. agencies
 
$
821,260


$
29,409


$
251,365


$
13,281


$
1,072,625


$
42,690

Obligations of U.S. states and their subdivisions
 
230,553


4,602


37,812


2,928


268,365


7,530

Corporate debt securities
 
8,692,153


291,447


2,291,736


184,445


10,983,889


475,892

Asset-backed securities
 
649,403


13,531


299,315


10,973


948,718


24,504

Residential mortgage-backed securities
 
3,395


70


9,621


899


13,016


969

Commercial mortgage-backed securities
 
745,307


22,217


366,889


23,610


1,112,196


45,827

Collateralized debt obligations
 
346,122


1,448






346,122


1,448

Total fixed maturities
 
$
11,488,193

 
$
362,724


$
3,256,738


$
236,136


$
14,744,931


$
598,860

Total number of securities in an unrealized loss position
 
 


1,061


 


385


 


1,446

 
 
 
December 31, 2017
 
 
Less than twelve months
 
Twelve months or longer
 
Total
 
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
Fixed maturities:
 
fair value
 
loss and OTTI
 
fair value
 
loss and OTTI
 
fair value
 
loss and OTTI
U.S. government direct obligations and U.S. agencies
 
$
755,861


$
4,159


$
230,447


$
3,724


$
986,308


$
7,883

Obligations of U.S. states and their subdivisions
 
24,908


180


37,012


1,475


61,920


1,655

Corporate debt securities
 
2,229,585


19,568


2,036,323


90,809


4,265,908


110,377

Asset-backed securities
 
544,778


3,011


245,341


7,120


790,119


10,131

Residential mortgage-backed securities
 
4,405


23


11,416


626


15,821


649

Commercial mortgage-backed securities
 
342,820


2,451


295,164


10,538


637,984


12,989

Collateralized debt obligations
 
7,277


80






7,277


80

Total fixed maturities
 
$
3,909,634

 
$
29,472


$
2,855,703


$
114,292


$
6,765,337


$
143,764

Total number of securities in an unrealized loss position
 
 


368


 


293


 


661


Fixed maturity investments — Total unrealized losses and OTTI increased by $455,096, or 317%, from December 31, 2017 to September 30, 2018. The majority, or $333,252, of the increase was in the less than twelve months category. The overall increase in unrealized losses was across most asset classes and reflects higher interest rates at September 30, 2018, compared to December 31, 2017, resulting in generally lower valuations of these fixed maturity securities.
 
Total unrealized losses greater than twelve months increased by $121,844 from December 31, 2017 to September 30, 2018.  Corporate debt securities account for 78%, or $184,445, of the unrealized losses and OTTI greater than twelve months at September 30, 2018. Non-investment grade corporate debt securities account for $6,640 of the unrealized losses and OTTI greater than twelve months. Management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.
 

16

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Asset-backed and commercial mortgage-backed securities account for 15% of the unrealized losses and OTTI greater than twelve months at September 30, 2018. The present value of the cash flows expected to be collected is not less than amortized cost and management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.

Other-than-temporary impairment recognition — The OTTI on fixed maturity securities where the loss portion is bifurcated and the credit related component is recognized in investment (losses) gains is summarized as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Beginning balance
$
49,683

 
$
77,411

 
$
62,231

 
$
83,665

Reductions:
 
 
 
 
 
 
 
Due to sales, maturities or payoffs during the period

 

 
(1,510
)
 

Due to increases in cash flows expected to be collected that are recognized over the remaining life of the security
(2,399
)
 
(5,273
)
 
(13,437
)
 
(11,527
)
Ending balance
$
47,284

 
$
72,138


$
47,284


$
72,138


6.  Derivative Financial Instruments
 
Derivative transactions are generally entered into pursuant to International Swaps and Derivatives Association (“ISDA”) Master Agreements or Master Securities Forward Transaction Agreements (“MSFTA”) with approved counterparties that provide for a single net payment to be made by one party to the other on a daily basis, periodic payment dates, or at the due date, expiration, or termination of the agreement.

The ISDA Master Agreements contain provisions that would allow the counterparties to require immediate settlement of all derivative instruments in a net liability position if the Company were to default on any debt obligations over a certain threshold.  The MSFTA contain provisions which do not stipulate a threshold for default and only apply to debt obligations between the Company and the specific counterparty. The aggregate fair value, inclusive of accrued income and expense, of derivative instruments with credit-risk-related contingent features that were in a net liability position was $71,684 and $93,761 as of September 30, 2018, and December 31, 2017, respectively. The Company had pledged collateral related to these derivatives of $26,839 and $42,750 as of September 30, 2018, and December 31, 2017, respectively, in the normal course of business. If the credit-risk-related contingent features were triggered on September 30, 2018, the fair value of assets that could be required to settle the derivatives in a net liability position was $44,845.
 
At September 30, 2018, and December 31, 2017, the Company had pledged $39,130 and $52,330 of unrestricted cash collateral to counterparties in the normal course of business, while other counterparties had pledged $11,960 and $5,490 of unrestricted cash collateral to the Company to satisfy collateral netting agreements, respectively.
 
At September 30, 2018, the Company estimated $15,814 of net derivative gains related to cash flow hedges included in AOCI will be reclassified into net income within the next twelve months. Gains and losses included in AOCI are reclassified into net income when the hedged item affects earnings.

Types of derivative instruments and derivative strategies

Interest rate contracts
 
Cash flow hedges
 
Interest rate swap agreements are used to convert the interest rate on certain debt security investments and debt obligations from a floating rate to a fixed rate. 
 

17

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Not designated as hedging instruments
 
The Company enters into certain transactions in which derivatives are hedging an economic risk but hedge accounting is either not elected or the transactions are not eligible for hedge accounting. These derivative instruments include:  exchange-traded interest rate swap futures, over-the-counter (“OTC”) interest rate swaptions, OTC interest rate swaps, exchange-traded Eurodollar interest rate futures, and treasury interest rate futures. Certain of the Company’s OTC derivatives are cleared and settled through the Chicago Mercantile Exchange ("CME") while others are bilateral contracts between the Company and a counterparty.
 
In 2017, the CME amended its rulebook to classify variation margin transfers as settlement payments instead of collateral. The Company adjusts the fair value by the variation margin payments on derivatives cleared through the CME.

The derivative instruments mentioned above are economic hedges and used to manage risk. These transactions are used to offset changes in liabilities including those in variable annuity products, hedge the economic effect of a large increase in interest rates, manage the potential variability in future interest payments due to a change in credited interest rates and the related change in cash flows due to increased surrenders, and manage interest rate risks of forecasted acquisitions of fixed rate maturity investments and forecasted liability pricing.

Foreign currency contracts
 
Cross-currency swaps and foreign currency forwards are used to manage the foreign currency exchange rate risk associated with investments denominated in other than U.S. dollars. The Company uses cross-currency swaps to convert interest and principal payments on foreign denominated debt instruments into U.S. dollars. Cross-currency swaps may be designated as cash flow hedges; however, some are not eligible for hedge accounting. The Company uses foreign currency forwards to reduce the risk of foreign currency exchange rate changes on proceeds received on sales of foreign denominated debt instruments; however, hedge accounting is not elected.

Equity contracts

The Company uses futures on equity indices to offset changes in guaranteed lifetime withdrawal benefit liabilities; however, they are not eligible for hedge accounting.

Other forward contracts
 
The Company uses forward settling to be announced (“TBA”) securities to gain exposure to the investment risk and return of agency mortgage-backed securities (pass-throughs). These transactions enhance the return on the Company’s investment portfolio and provide a more liquid and cost effective method of achieving these goals than purchasing or selling individual agency mortgage-backed pools. As the Company does not regularly accept delivery of such securities, they are accounted for as derivatives but are not eligible for hedge accounting. 


18

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



The following tables summarize the notional amount and fair value of derivative financial instruments, excluding embedded derivatives:
 
September 30, 2018
 
 
 
Net derivatives
 
Asset derivatives
 
Liability derivatives
 
Notional amount
 
Fair value
 
Fair value (1)
 
Fair value (1)
Hedge designation/derivative type:
 


 


 


 

Derivatives designated as hedges:
 


 


 


 

Cash flow hedges:
 


 


 


 

Interest rate swaps
$
22,300


$
5,037


$
5,037


$

Cross-currency swaps
886,018


(6,517
)

31,025


37,542

Total cash flow hedges
908,318

 
(1,480
)

36,062


37,542

 











Total derivatives designated as hedges
908,318


(1,480
)

36,062


37,542

 











Derivatives not designated as hedges:
 


 


 


 

Interest rate swaps
560,500


(262
)

681


943

Futures on equity indices
58,344







Interest rate futures
33,300







Interest rate swaptions
192,670


164


164



Other forward contracts
2,054,000


(5,084
)

976


6,060

Cross-currency swaps
573,703


(6,404
)

22,435


28,839

Total derivatives not designated as hedges
3,472,517

 
(11,586
)

24,256


35,842

Total derivative financial instruments
$
4,380,835

 
$
(13,066
)

$
60,318


$
73,384

 
 
 
 
 
 
 
 
(1) The estimated fair value includes accrued income and expense. The estimated fair value of all derivatives in an asset position is reported within other assets and the estimated fair value of all derivatives in a liability position is reported within other liabilities in the condensed consolidated balance sheets.

19

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
December 31, 2017
 
 
 
Net derivatives
 
Asset derivatives
 
Liability derivatives
 
Notional amount
 
Fair value
 
Fair value (1)
 
Fair value (1)
Hedge designation/derivative type:
 


 


 


 

Derivatives designated as hedges:
 


 


 


 

Cash flow hedges:
 


 


 


 

Interest rate swaps
$
388,800


$
7,476


$
7,476


$

Cross-currency swaps
800,060


(31,358
)

19,958


51,316

Total cash flow hedges
1,188,860

 
(23,882
)

27,434


51,316

 











Total derivatives designated as hedges
1,188,860


(23,882
)

27,434


51,316

 











Derivatives not designated as hedges:
 


 


 


 

Interest rate swaps
519,100


1,902


3,530


1,628

Futures on equity indices
22,074







Interest rate futures
60,700







Interest rate swaptions
164,522


75


75



Cross-currency swaps
612,733


(21,279
)

20,320


41,599

Total derivatives not designated as hedges
1,379,129

 
(19,302
)

23,925


43,227

Total derivative financial instruments
$
2,567,989

 
$
(43,184
)

$
51,359


$
94,543

 
 
 
 
 
 
 
 
(1) The estimated fair value excludes accrued income and expense. The estimated fair value of all derivatives in an asset position is reported within other assets and the estimated fair value of all derivatives in a liability position is reported within other liabilities in the condensed consolidated balance sheets.
 
Notional amounts are used to express the extent of the Company’s involvement in derivative transactions and represent a standard measurement of the volume of its derivative activity. Notional amounts represent those amounts used to calculate contractual flows to be exchanged and are not paid or received. The average notional outstanding during the nine months ended September 30, 2018, was $646,060, $1,453,024, $89,039, $183,639, and $1,735,100 for interest rate swaps, cross-currency swaps, futures, swaptions, and other forward contracts, respectively. The average notional outstanding during the year ended December 31, 2017, was $905,977, $1,323,398, $108,438, $162,896, and $2,231,196 for interest rate swaps, cross-currency swaps, futures, swaptions, and other forward contracts, respectively.

The following tables present the effect of derivative instruments in the condensed consolidated statements of income and comprehensive income reported by cash flow hedges and derivatives not designated as hedges, excluding embedded derivatives: 

Gain (loss) recognized in OCI on derivatives (Effective portion)
 
Gain (loss) reclassified from OCI
into net income (Effective portion)
 
 
Three Months Ended September 30,
 
Three Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
 
Cash flow hedges:
 

 
 

 
 

 
 

 
Interest rate swaps
$
(596
)
 
$
115

 
$
579

 
$
1,175

(A)
Interest rate swaps

 
(653
)
 
443

 
(690
)
(B)
Cross-currency swaps
4,659

 
(22,573
)
 
3,696

 
(108
)
(A)
Total cash flow hedges
$
4,063

 
$
(23,111
)

$
4,718


$
377

 
(A) Net investment income.
(B) Interest expense.

20

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
Gain (loss) recognized in OCI on derivatives (Effective portion)
 
Gain (loss) reclassified from OCI
into net income (Effective portion)
 
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
 
Cash flow hedges:
 

 
 

 
 

 
 

 
Interest rate swaps
$
(1,927
)
 
$
611

 
$
2,212

 
$
3,581

(A)
Interest rate swaps
29,030

 
(5,003
)
 
1,075

 
(2,357
)
(B)
Cross-currency swaps
29,403

 
(43,919
)
 
10,637

 
21

(A)
Total cash flow hedges
$
56,506

 
$
(48,311
)

$
13,924


$
1,245


(A) Net investment income.
(B) Interest expense.

 
Gain (loss) on derivatives recognized in net income
 
 
Three Months Ended September 30,
 
 
2018
 
2017
 
Derivatives not designated as hedging instruments:
 

 
 

 
Futures on equity indices
$

(A)
$
(583
)
(A)
Futures on equity indices
(2,511
)
(B)
(1,070
)
(B)
Interest rate swaps

(A)
492

(A)
Interest rate swaps
(6,651
)
(B)

(B)
Interest rate futures

(A)
(40
)
(A)
Interest rate futures
(146
)
(B)
18

(B)
Interest rate swaptions

(A)
(6
)
(A)
Interest rate swaptions
1,003

(B)
(73
)
(B)
Other forward contracts

(A)
(571
)
(A)
Other forward contracts
(5,457
)
(B)
7,264

(B)
Cross-currency swaps

(A)
(16,046
)
(A)
Cross-currency swaps
5,570

(B)

(B)
Total derivatives not designated as hedging instruments
$
(8,192
)
 
$
(10,615
)
 
(A) Net investment income.
(B) Represents investment (losses) gains, net.

21

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
Gain (loss) on derivatives recognized in net income
 
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
Derivatives not designated as hedging instruments:
 

 
 

 
Futures on equity indices
$

(A)
$
(917
)
(A)
Futures on equity indices
(4,656
)
(B)
(3,890
)
(B)
Interest rate swaps

(A)
3,919

(A)
Interest rate swaps
(20,953
)
(B)

(B)
Interest rate futures

(A)
62

(A)
Interest rate futures
(31
)
(B)
(183
)
(B)
Interest rate swaptions

(A)
(37
)
(A)
Interest rate swaptions
852

(B)
(224
)
(B)
Other forward contracts

(A)
(3,151
)
(A)
Other forward contracts
(27,400
)
(B)
20,383

(B)
Cross-currency swaps

(A)
(38,297
)
(A)
Cross-currency swaps
18,165

(B)

(B)
Total derivatives not designated as hedging instruments
$
(34,023
)
 
$
(22,335
)
 
(A) Net investment income.
(B) Represents investment (losses) gains, net.

Embedded derivative - Guaranteed Lifetime Withdrawal Benefit

The Company offers a guaranteed lifetime withdrawal benefit (“GLWB”) through a variable annuity or a contingent deferred annuity. The GLWB is deemed to be an embedded derivative. The GLWB is recorded at fair value within future policy benefits on the condensed consolidated balance sheets. Changes in fair value of the GLWB are recorded in investment gains (losses), net in the condensed consolidated statements of income.

The estimated fair value of the GLWB was an asset of $6,849 and a liability of $11,095 at September 30, 2018, and December 31, 2017, respectively. The changes in fair value of the GLWB were a gain of $7,362 and a loss of $626 for the three months ended September 30, 2018 and 2017, respectively, and a gain of $17,944 and a loss of $4,509 for the nine months ended September 30, 2018 and 2017, respectively.


22

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



7.  Summary of Offsetting Assets and Liabilities
 
The Company enters into derivative transactions and short-term reverse repurchase agreements with several approved counterparties. The Company’s derivative transactions are generally governed by MSFTA or ISDA Master Agreements which provide for legally enforceable set-off and close-out netting in the event of default or bankruptcy of the Company’s counterparties.  The Company’s MSFTA and ISDA Master Agreements generally include provisions which require both the pledging and accepting of collateral in connection with its derivative transactions. These provisions have the effect of securing each party’s position to the extent of collateral held. Short-term reverse repurchase agreements also include collateral provisions with the counterparty. The following tables summarize the effect of master netting arrangements on the Company’s financial position in the normal course of business and in the event of default or bankruptcy of the Company’s counterparties: 
 
 
September 30, 2018
 
 
 
 
Gross fair value not offset
 
 
 
 
 
 
in balance sheets
 
 
 
 
Gross fair value of
 
Financial
 
 
 
Net
Financial instruments:
 
recognized assets/liabilities (1)
 
instruments
 
Cash collateral
 
fair value
Derivative instruments (assets) (2)
 
$
60,318


$
(49,741
)

$
(8,939
)

$
1,638

Derivative instruments (liabilities) (3)
 
$
73,363

 
$
(49,741
)
 
$
(20,588
)
 
$
3,034

 
 
 
 
 
 
 
 
 
(1) The gross fair value of derivative instrument assets is not netted against offsetting liabilities for presentation on the condensed consolidated balance sheets.
(2) The estimated fair value of derivative instrument assets is reported in other assets in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.
(3) The estimated fair value of derivative instrument liabilities is reported in other liabilities in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.

 

December 31, 2017
 

 
 
Gross fair value not offset
 
 
 

 
 
in balance sheets
 
 
 

Gross fair value of
 
Financial
 
 
 
Net
Financial instruments (assets):

recognized assets (1)
 
instruments
 
Cash collateral
 
fair value
Derivative instruments (2)

$
52,738


$
(47,827
)

$
(4,911
)

$

Short-term reverse repurchase agreements (3)
 
23,200

 
(23,200
)
 

 

Total financial instruments (assets)
 
$
75,938

 
$
(71,027
)

$
(4,911
)

$

 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
Gross fair value not offset
 
 
 
 
 
 
in balance sheets
 
 
 
 
Gross fair value of
 
Financial
 
 
 
Net
Financial instruments (liabilities):
 
recognized liabilities (1)
 
instruments
 
Cash collateral
 
fair value
Derivative instruments (4)

$
93,761


$
(47,827
)

$
(42,750
)

$
3,184

 
 
 
 
 
 
 
 
 
(1) The gross fair value of derivative instrument and short-term reverse repurchase agreement assets is not netted against offsetting liabilities for presentation on the condensed consolidated balance sheets.
(2) The estimated fair value of derivative instrument assets is reported in other assets in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.
(3) The estimated fair value of short-term reverse repurchase agreement assets is reported in short-term investments in the condensed consolidated balance sheets. The collateral is held by an independent third-party custodian under a tri-party agreement.
(4) The estimated fair value of derivative instrument liabilities is reported in other liabilities in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.





23

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



8.  Fair Value Measurements
 
Recurring fair value measurements
 
The following tables present the Company’s financial assets and liabilities carried at fair value on a recurring basis by fair value hierarchy category:

Assets and liabilities measured at
fair value on a recurring basis
 
September 30, 2018
 
Quoted prices
in active
markets for
identical assets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Total
Assets
 

 
 

 
 

 
 

Fixed maturities available-for-sale:
 

 
 

 
 

 
 

U.S. government direct obligations and U.S. agencies
$


$
1,426,095


$


$
1,426,095

Obligations of U.S. states and their subdivisions


1,959,125




1,959,125

Corporate debt securities


15,331,285


8,623


15,339,908

Asset-backed securities


1,568,739




1,568,739

Residential mortgage-backed securities


75,247




75,247

Commercial mortgage-backed securities


1,245,498




1,245,498

Collateralized debt obligations


935,690




935,690

Total fixed maturities available-for-sale

 
22,541,679


8,623


22,550,302

Fixed maturities held-for-trading:
 


 


 




U.S. government direct obligations and U.S. agencies


137,866




137,866

Corporate debt securities


3,044




3,044

Commercial mortgage-backed securities


1,033




1,033

Total fixed maturities held-for-trading

 
141,943




141,943

Short-term investments
369,539


45,650




415,189

Limited partnership interests (1)

 

 

 
71,895

Equity investments
38,374

 
5,400

 

 
43,774

Collateral under securities lending agreements


66,784




66,784

Collateral under derivative counterparty collateral agreements
51,090






51,090

Derivative instruments designated as hedges:
 


 


 




Interest rate swaps


5,037




5,037

Cross-currency swaps

 
31,025

 

 
31,025

Derivative instruments not designated as hedges:
 


 


 




Interest rate swaps


681




681

Interest rate swaptions


164




164

Other forward contracts


976




976

Cross-currency swaps


22,435




22,435

Total derivative instruments

 
60,318

 

 
60,318

Embedded derivatives - GLWB

 

 
6,849

 
6,849

Separate account assets (1)
15,781,604


9,915,781




26,142,156

Total assets
$
16,240,607


$
32,777,555


$
15,472


$
49,550,300

Liabilities
 


 


 


 

Payable under securities lending agreements
$


$
66,784


$


$
66,784

Collateral under derivative counterparty collateral agreements
11,960

 

 

 
11,960

Derivative instruments designated as hedges:
 


 


 




Cross-currency swaps


37,542




37,542

Derivative instruments not designated as hedges:
 


 


 




Interest rate swaps


943




943

Other forward contracts


6,060




6,060

Cross-currency swaps


28,839




28,839

Total derivative instruments

 
73,384

 

 
73,384

Separate account liabilities (2)


217,062




217,062

Total liabilities
$
11,960

 
$
357,230

 
$


$
369,190

 
 
 
 
 
 
 
 
(1) Included in the total fair value amount are $445 million of separate account assets and $72 million of limited partnership interests as of     September 30, 2018 for which the fair value is estimated using net asset value per unit as a practical expedient.
 (2) Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.

24

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)




Assets and liabilities measured at
fair value on a recurring basis
 
December 31, 2017
 
Quoted prices
 
Significant
 
 
 
 
 
in active
markets for
identical assets
(Level 1)
 
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
Total
Assets
 


 


 


 

Fixed maturities available-for-sale:
 


 


 


 

U.S. government direct obligations and U.S. agencies
$


$
1,871,642


$


$
1,871,642

Obligations of U.S. states and their subdivisions


2,090,972




2,090,972

Corporate debt securities


15,696,349


9,738


15,706,087

Asset-backed securities


1,717,976




1,717,976

Residential mortgage-backed securities


64,984




64,984

Commercial mortgage-backed securities


1,357,609




1,357,609

Collateralized debt obligations


783,869




783,869

Total fixed maturities available-for-sale

 
23,583,401

 
9,738


23,593,139

Fixed maturities held-for-trading:
 


 


 




U.S. government direct obligations and U.S. agencies


16,836




16,836

Corporate debt securities


3,156




3,156

Commercial mortgage-backed securities


1,067




1,067

Total fixed maturities held-for-trading

 
21,059




21,059

Short-term investments
288,302


61,964




350,266

Collateral under derivative counterparty collateral agreements
57,820






57,820

Derivative instruments designated as hedges:
 


 


 




Interest rate swaps


7,476




7,476

Cross-currency swaps

 
19,958

 

 
19,958

Derivative instruments not designated as hedges:
 


 


 




Interest rate swaps


3,530




3,530

Interest rate swaptions


75




75

Cross-currency swaps


20,320




20,320

Total derivative instruments

 
51,359




51,359

Separate account assets (1)
16,523,630


10,736,532




27,660,571

Total assets
$
16,869,752


$
34,454,315


$
9,738


$
51,734,214

Liabilities
 


 


 


 

Collateral under derivative counterparty collateral agreements
$
5,490

 
$

 
$

 
$
5,490

Derivative instruments designated as hedges:
 


 


 




Cross-currency swaps


51,316




51,316

Derivative instruments not designated as hedges:
 


 


 




Interest rate swaps


1,628




1,628

Cross-currency swaps


41,599




41,599

Total derivative instruments

 
94,543

 

 
94,543

Embedded derivatives - GLWB

 

 
11,095

 
11,095

Separate account liabilities (2)
8


409,266




409,274

Total liabilities
$
5,498

 
$
503,809

 
$
11,095

 
$
520,402

 
 
 
 
 
 
 
 
(1) Included in the total fair value amounts are $400 million of investments as of December 31, 2017 for which the fair value is estimated using net asset value per unit as a practical expedient.
 (2) Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.


25

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



The methods and assumptions used to estimate the fair value of the Company’s financial assets and liabilities carried at fair value on a recurring basis are as follows:

Fixed maturity investments
 
The fair values for fixed maturity investments are generally based upon evaluated prices from independent pricing services.  In cases where these prices are not readily available, fair values are estimated by the Company. To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flow models with market observable pricing inputs such as spreads, average life, and credit quality. Fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty.

Equity investments
 
The fair value for equity securities is generally based upon quoted market prices in active markets for identical assets
that the Company has the ability to access. 
 
Short-term investments and securities lending agreements
 
The amortized cost of short-term investments, collateral under securities lending agreements, and payable under securities lending agreements is a reasonable estimate of fair value due to their short-term nature and high credit quality of the issuers. Short-term investments also include money market funds that are valued using unadjusted quoted prices in active markets.
 
Derivative counterparty collateral agreements
 
Included in other assets is cash collateral received from or pledged to derivative counterparties and included in other liabilities is the obligation to return the cash collateral to the counterparties.  The carrying value of the collateral is a reasonable estimate of fair value.
 
Derivative instruments
 
Included in other assets and other liabilities are derivative financial instruments. The estimated fair values of OTC derivatives, primarily consisting of cross-currency swaps, interest rate swaps, interest rate swaptions, and other forward contracts, are the estimated amounts the Company would receive or pay to terminate the agreements at the end of each reporting period, taking into consideration current interest rates and other relevant factors.

Embedded derivative - GLWB

Significant unobservable inputs used in the fair value measurements of GLWB include long-term equity and interest rate implied volatility, mortality, and policyholder behavior assumptions, such as benefit utilization, lapses, and partial withdrawals.

Limited partnership interests
 
Limited partnership interests represent the Company’s minority ownership interests in pooled investment funds. These funds employ varying investment strategies that primarily make private equity investments across diverse industries and geographical focuses. The net asset value, determined using the partnership financial statement reported capital account adjusted for other relevant information which may impact the exit value of the investments, is used as a practical expedient to estimate fair value. Distributions by these investments are generated from investment gains, from operating income generated by the underlying investments of the funds, and from liquidation of the underlying assets of the funds which are estimated to be liquidated over the next one to 10 years. In the absence of permitted sales of its ownership interest, the Company will be redeemed out of the partnership interests through distributions.

26

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Separate account assets and liabilities
 
Separate account assets and liabilities primarily include investments in mutual funds, unregistered funds, most of which are not subject to redemption restrictions, fixed maturity, and short-term securities.  Mutual funds and unregistered funds are recorded at net asset value, which approximates fair value, on a daily basis. The fixed maturity and short-term investments are valued in the same manner, and using the same pricing sources and inputs as the fixed maturity and short-term investments of the Company.
 
The following tables present additional information about assets and liabilities measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
 
Recurring Level 3 financial assets and liabilities
 
Three Months Ended September 30, 2018
 
Assets
 
Assets/(Liabilities)
 
Fixed maturities available-for-sale
 
Embedded derivatives
- GLWB
 
Corporate debt securities
 
 
Balances, July 1, 2018
$
8,970

 
$
(513
)
Realized and unrealized gains (losses) included in:
 

 
 
Net income (loss)

 
7,362

Other comprehensive income (loss)
105

 

Settlements
(452
)
 

Balances, September 30, 2018
$
8,623

 
$
6,849

Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets and liabilities held at September 30, 2018
$

 
$
7,362


 
Recurring Level 3 financial assets and liabilities
 
Three Months Ended September 30, 2017
 
Assets
 
Assets/(Liabilities)
 
Fixed maturities 
available-for-sale
 
Embedded derivatives - GLWB
 
Corporate debt securities
 
 
Balances, July 1, 2017
$
10,703

 
$
(9,595
)
Realized and unrealized gains (losses) included in:
 

 
 
Net income (loss)

 
(626
)
Other comprehensive income (loss)
166

 

Settlements
(432
)
 

Transfers out of Level 3 (1)
(357
)
 

Balances, September 30, 2017
$
10,080

 
$
(10,221
)
Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets and liabilities held at September 30, 2017
$

 
$
(626
)
 
 
 
 
 (1) Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors.

27

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
Recurring Level 3 financial assets and liabilities
 
Nine Months Ended September 30, 2018
 
Assets
 
Assets/(Liabilities)
 
Fixed maturities available-for-sale
 
Embedded derivatives - GLWB
 
Corporate debt securities
 
 
Balances, January 1, 2018
$
9,738

 
$
(11,095
)
Realized and unrealized gains (losses) included in:
 

 
 
Net income (loss)

 
17,944

Other comprehensive income (loss)
221

 

Settlements
(1,336
)
 

Balances, September 30, 2018
$
8,623

 
$
6,849

Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets and liabilities held at September 30, 2018
$

 
$
17,944

  
 
Recurring Level 3 financial assets and liabilities
 
Nine Months Ended September 30, 2017
 
Assets
 
Assets/(Liabilities)
 
Fixed maturities 
available-for-sale
 
Embedded derivatives - GLWB
 
Corporate debt securities
 
 
Balances, January 1, 2017
$
11,639

 
$
(5,712
)
Realized and unrealized gains (losses) included in:
 

 
 
Net income (loss)

 
(4,509
)
Other comprehensive income (loss)
83

 

Settlements
(1,275
)
 

Transfers out of Level 3 (1)
(367
)
 

Balances, September 30, 2017
$
10,080

 
$
(10,221
)
Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets and liabilities held at September 30, 2017
$

 
$
(4,509
)
 
 
 
 
 (1) Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors.

The following table presents significant unobservable inputs used during the valuation of certain liabilities categorized within Level 3 of the recurring fair value measurements table:
 
 
 
 
 
 
Range
 
 
Valuation Technique
 
Unobservable Input
 
September 30, 2018
 
December 31, 2017
Embedded derivatives - GLWB
 
Risk neutral stochastic valuation methodology
 
Equity volatility
 
15% - 30%
 
15% - 30%
 
 
 
 
Swap curve
 
2.40% - 3.16%
 
1.69% - 2.54%
 
 
 
 
Mortality rate
 
Based on the Annuity 2000 Mortality Table
 
Based on the Annuity 2000 Mortality Table
 
 
 
 
Base Lapse rate
 
1% - 15%
 
1% - 15%

28

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Fair value of financial instruments
 
The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments and investments not carried at fair value on a recurring basis:
 
September 30, 2018
 
December 31, 2017
 

 

 
Fair value
 

 

 
Fair value
 
Carrying
 
Estimated
 
hierarchy
 
Carrying
 
Estimated
 
hierarchy
 
amount
 
fair value
 
level
 
amount
 
fair value
 
level
Assets
 

 
 

 
 
 
 

 
 

 
 
Mortgage loans on real estate
$
4,365,189

 
$
4,254,101

 
2
 
$
4,005,187

 
$
4,066,800

 
2
Policy loans
4,103,408

 
4,103,408

 
2
 
4,104,094

 
4,104,094

 
2
Limited partnership interests (1)

 

 

 
43,281

 
45,009

 

Other investments
10,840

 
40,387

 
3
 
11,507

 
41,588

 
3
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 

 
 

 
 
 
 

 
 

 
 
Annuity contract benefits without life contingencies
$
12,882,915

 
$
12,503,021

 
2
 
$
12,704,401

 
$
12,647,309

 
2
Policyholders’ funds
239,576

 
239,576

 
2
 
280,578

 
280,578

 
2
Commercial paper
99,692

 
99,692

 
2
 
99,886

 
99,886

 
2
Notes payable
564,119

 
612,828

 
2
 
543,338

 
581,097

 
2
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The fair value of limited partnership interests as of December 31, 2017 is estimated using net asset value per unit as a practical expedient.

9.  Other Comprehensive Income
 
The following table presents the accumulated balances for each classification of other comprehensive income (loss):
 
 
Three Months Ended September 30, 2018

 
Unrealized holding gains (losses) arising on
fixed maturities, available-for-sale
(1)
 
Unrealized holding gains (losses) arising on cash flow hedges (2)
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment (3)
 
Total
Balances, July 1, 2018
 
$
4,657

 
$
53,880

 
$
(19,361
)
 
$
(90,276
)
 
$
(51,100
)
OCI before reclassifications
 
(148,340
)
 
4,063

 
35,053

 

 
(109,224
)
Deferred income tax benefit (expense)
 
31,151

 
(853
)
 
(7,361
)
 

 
22,937

AOCI before reclassification, net of tax
 
(117,189
)
 
3,210


27,692




(86,287
)
Amounts reclassified from AOCI
 
(2,219
)
 
(4,718
)
 

 
646

 
(6,291
)
Deferred income tax benefit (expense)
 
467

 
991

 

 
(136
)
 
1,322

Amounts reclassified from AOCI, net of tax
 
(1,752
)
 
(3,727
)



510

 
(4,969
)
Balances, September 30, 2018
 
$
(114,284
)
 
$
53,363


$
8,331


$
(89,766
)
 
$
(142,356
)
(1) Reclassifications affect investment gains (losses), net on the condensed consolidated statements of income.
(2) Reclassifications affect net investment income on the condensed consolidated statements of income, except for $(443) (before tax) which affected interest expense for the three months ended September 30, 2018.
(3) The adjustments for defined benefit plans are included in the computation of net periodic (benefit) cost of employee benefit plans (see note 11 for additional details).



29

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
 
Three Months Ended September 30, 2017
 
 
Unrealized holding gains (losses) arising on
fixed maturities, available-for-sale
(1)
 
Unrealized holding gains (losses) arising on cash flow hedges (2)
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment (3)
 
Total
Balances, July 1, 2017
 
$
550,776

 
$
50,132

 
$
(113,256
)
 
$
(81,513
)
 
$
406,139

OCI before reclassifications
 
39,983

 
(23,111
)
 
(1,977
)
 
8,553

 
23,448

Deferred income tax (expense) benefit
 
(13,994
)
 
8,089

 
692

 
(2,994
)
 
(8,207
)
AOCI before reclassification, net of tax
 
25,989

 
(15,022
)

(1,285
)

5,559

 
15,241

Amounts reclassified from AOCI
 
(2,508
)
 
(377
)
 

 
2,193

 
(692
)
Deferred income tax benefit (expense)
 
878

 
132

 

 
(768
)
 
242

Amounts reclassified from AOCI, net of tax
 
(1,630
)
 
(245
)
 

 
1,425

 
(450
)
Balances, September 30, 2017
 
$
575,135

 
$
34,865


$
(114,541
)

$
(74,529
)
 
$
420,930

(1) Reclassifications affect investment gains (losses), net on the condensed consolidated statements of income.
(2) Reclassifications affect net investment income on the condensed consolidated statements of income, except for $690 (before tax) which affected interest expense for the three months ended September 30, 2017.
(3) The adjustments for defined benefit plans are included in the computation of net periodic (benefit) cost of employee benefit plans (see note 11 for additional details).

 
 
Nine Months Ended September 30, 2018
 
 
Unrealized holding gains (losses) arising on
fixed maturities, available-for-sale
(1)
 
Unrealized holding gains (losses) arising on cash flow hedges (2)
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment (3)
 
Total
Balances, January 1, 2018
 
$
544,887

 
$
103,529

 
$
(116,267
)
 
$
(91,192
)
 
$
440,957

Change in estimate of tax reform impact
 
108,846

 
(83,806
)
 
(25,040
)
 

 

 
 
 
 
 
 
 
 
 
 
 
OCI before reclassifications
 
(961,854
)
 
56,506

 
189,415

 

 
(715,933
)
Deferred income tax benefit (expense)
 
201,989

 
(11,866
)
 
(39,777
)
 

 
150,346

AOCI before reclassification, net of tax
 
(759,865
)
 
44,640

 
149,638

 

 
(565,587
)
Amounts reclassified from AOCI
 
(10,320
)
 
(13,924
)
 

 
1,805

 
(22,439
)
Deferred income tax benefit (expense)
 
2,168

 
2,924

 

 
(379
)
 
4,713

Amounts reclassified from AOCI, net of tax
 
(8,152
)
 
(11,000
)
 

 
1,426

 
(17,726
)
Balances, September 30, 2018
 
$
(114,284
)
 
$
53,363


$
8,331


$
(89,766
)

$
(142,356
)
(1) Reclassifications affect investment gains (losses), net on the condensed consolidated statements of income.
(2) Reclassifications affect net investment income on the condensed consolidated statements of income, except for $(1,075) (before tax) which affected interest expense for the nine months ended September 30, 2018.
(3) The adjustments for defined benefit plans are included in the computation of net periodic (benefit) cost of employee benefit plans (see note 11 for additional details).

30

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
 
Nine Months Ended September 30, 2017
 
 
Unrealized holding gains (losses) arising on
fixed maturities, available-for-sale
(1)
 
Unrealized holding gains (losses) arising on cash flow hedges (2)
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment (3)
 
Total
Balances, January 1, 2017
 
$
311,748

 
$
67,076

 
$
(58,646
)
 
$
(84,303
)
 
$
235,875

OCI before reclassifications
 
407,208

 
(48,311
)
 
(85,992
)
 
8,553

 
281,458

Deferred income tax (expense) benefit
 
(142,523
)
 
16,909

 
30,097

 
(2,994
)
 
(98,511
)
AOCI before reclassification, net of tax
 
264,685

 
(31,402
)
 
(55,895
)
 
5,559

 
182,947

Amounts reclassified from AOCI
 
(1,997
)
 
(1,245
)
 

 
6,485

 
3,243

Deferred income tax benefit (expense)
 
699

 
436

 

 
(2,270
)
 
(1,135
)
Amounts reclassified from AOCI, net of tax
 
(1,298
)
 
(809
)
 

 
4,215

 
2,108

Balances, September 30, 2017
 
$
575,135

 
$
34,865


$
(114,541
)

$
(74,529
)
 
$
420,930

(1) Reclassifications affect investment gains (losses), net on the condensed consolidated statements of income.
(2) Reclassifications affect net investment income on the condensed consolidated statements of income, except for $2,357 (before tax) which affected interest expense for the nine months ended September 30, 2017.
(3) The adjustments for defined benefit plans are included in the computation of net periodic (benefit) cost of employee benefit plans (see note 11 for additional details).

10.  Revenues

Fee Income Revenue Recognition

Fee income is recognized upon transfer of control of promised services when provided to customers in an amount that reflects the consideration expected to be received in exchange for those services. Fee income can be based on a rate per plan or per participant, percentage of assets under management or administration, or rate based on the services provided.

Certain recordkeeping and administrative contracts include non-performance penalties if certain customer satisfaction metrics are not met. The Company estimates a reduction in fee income for non-performance penalties based on an analysis of historical loss.

The sources of fee income from contracts with customers include:

Administration, Recordkeeping, Servicing, and Distribution Fees

Fees earned for providing recordkeeping, shareholder servicing and distribution of funds, administrative, trustee, and custodial services for retirement plan sponsors, plan participants, insurance policy holders and IRA account holders. Recordkeeping contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for the individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. These fees are primarily earned over time (i.e. services are rendered daily) and are calculated as a percentage of assets under administration or as a rate per plan or per participants in a plan. These fees also include service revenues that are recognized as services are rendered and are based upon established billing rates. Such services include loan processing and postage fees. Fees are generally invoiced quarterly and are either deducted directly from plan or participant assets or due within 30 days.


31

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Investment Advisory and Asset Management Fees

Fees earned for investment advisory and asset management and administrative services to retirement plan sponsors, plan participants, insurance policyholders and IRA accountholders, and affiliates of the Company. These fees are primarily earned over time (i.e. services are rendered daily) and are calculated as a percentage of average daily net assets under management or are based upon established billing rates. Fees are generally invoiced quarterly and due within 30 days or are deducted directly from plan, participant, or other investment accounts.

Other Fees

Other fees includes insurance product related fees earned under the guidance of Topic 944, Financial Services - Insurance such as fees for certain variable annuity guaranteed death benefits and insurance risk charges.
 
The following table presents fee income disaggregated by type of services and segment:
 
 
Three Months Ended September 30, 2018
 
 
Individual Markets
 
Empower Retirement
 
Other
 
Total
Administration, recordkeeping and servicing fees
 
$
1,263

 
$
172,239

 
$

 
$
173,502

Investment advisory and asset management fees
 
3,758

 
69,165

 
1,768

 
74,691

Other fee income
 
26,963

 
15,634

 

 
42,597

Total Fee Income
 
$
31,984

 
$
257,038


$
1,768


$
290,790

 
 
Nine Months Ended September 30, 2018
 
 
Individual Markets
 
Empower Retirement
 
Other
 
Total
Administration, recordkeeping and servicing fees
 
$
3,565

 
$
497,438

 
$

 
$
501,003

Investment advisory and asset management fees
 
10,456

 
206,135

 
5,331

 
221,922

Other fee income
 
82,757

 
47,768

 

 
130,525

Total Fee Income
 
$
96,778

 
$
751,341

 
$
5,331

 
$
853,450

At September 30, 2018 and December 31, 2017, included in other assets are customer contract receivables of $247,428 and $234,256, respectively. The Company did not have material bad debt expense during the three and nine months ended September 30, 2018.

Assets Recognized from the Costs to Obtain and Fulfill a Contract

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it is expected that the costs are recoverable and the benefit of those costs will be longer than one year. The Company also recognizes an asset for costs that relate directly to fulfilling a contract and are expected to be recovered. At September 30, 2018, the Company included deferred contract costs related to ASC 606 of $45,842 in the DAC and VOBA balance in the condensed consolidated balance sheet.


32

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



11.  Employee Benefit Plans

Net periodic cost (benefit) of the Defined Benefit Pension, Post-Retirement Medical, and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying condensed consolidated statements of income includes the following components:
 
Three Months Ended September 30,
 
Defined Benefit 
Pension Plan
 
Post-Retirement 
Medical Plan
 
Supplemental Executive
Retirement Plan
 
Total
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Components of net periodic cost (benefit):
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
Service cost
$

 
$
2,170

 
$
317

 
$
378

 
$

 
$
(4
)
 
$
317

 
$
2,544

Interest cost
5,736

 
6,114

 
183

 
192

 
339

 
405

 
6,258

 
6,711

Expected return on plan assets
(5,361
)
 
(4,980
)
 

 

 

 

 
(5,361
)
 
(4,980
)
Amortization of unrecognized prior service costs (benefits)

 

 
(5
)
 
(235
)
 
81

 
126

 
76

 
(109
)
Amortization of losses (gains) from earlier periods
625

 
2,241

 
(44
)
 
75

 
(11
)
 
(14
)
 
570

 
2,302

Net periodic cost (benefit)
$
1,000

 
$
5,545


$
451


$
410


$
409


$
513


$
1,860


$
6,468

 
Nine Months Ended September 30,
 
Defined Benefit 
Pension Plan
 
Post-Retirement 
Medical Plan
 
Supplemental Executive
Retirement Plan
 
Total
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Components of net periodic cost (benefit):
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
Service cost
$

 
$
1,436

 
$
1,069

 
$
1,092

 
$

 
$
(12
)
 
$
1,069

 
$
2,516

Interest cost
17,155

 
18,356

 
527

 
568

 
1,018

 
1,215

 
18,700

 
20,139

Expected return on plan assets
(16,022
)
 
(15,216
)
 

 

 

 

 
(16,022
)
 
(15,216
)
Amortization of unrecognized prior service costs (benefits)

 

 
(15
)
 
(339
)
 
243

 
376

 
228

 
37

Amortization of losses (gains) from earlier periods
1,793

 
6,639

 
(182
)
 
(151
)
 
(34
)
 
(40
)
 
1,577

 
6,448

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net periodic cost (benefit)
$
2,926

 
$
11,215


$
1,399


$
1,170


$
1,227


$
1,539


$
5,552


$
13,924


The Company expects to make payments of approximately $281 with respect to its Post-Retirement Medical Plan and $2,385 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2018. The Company expects to make a contribution of $3,057 to its Defined Benefit Pension Plan during 2019. A December 31 measurement date is used for the employee benefit plans.
 
The following table summarizes payments made to the Post-Retirement Medical Plan and the Supplemental Executive Retirement Plan:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Payments to the Post-Retirement Medical Plan
 
$
94

 
$
155

 
$
211

 
$
531

Payments to the Supplemental Executive Retirement Plan
 
590

 
834

 
1,789

 
2,502



33

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



12.  Income Taxes
 
The provision for income taxes is comprised of the following:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Current expense
 
$
1,387


$
27,585

 
$
7,943

 
$
58,845

Deferred expense
 
15,900

 
(5,897
)
 
50,148

 
6,128

Total income tax provision
 
$
17,287

 
$
21,688


$
58,091


$
64,973


The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective income tax rate:
 
 
Nine Months Ended September 30,
 
 
2018
 
2017
Statutory federal income tax rate
 
21.0
 %
 
35.0
 %
Income tax effect of:
 
 

 
 

Investment income not subject to federal tax
 
(2.3
)%
 
(3.9
)%
Tax credits
 
(0.6
)%
 
(0.3
)%
State income taxes, net of federal benefit
 
2.7
 %
 
2.8
 %
Other, net
 
0.2
 %
 
(0.5
)%
Effective income tax rate
 
21.0
 %
 
33.1
 %

The effective income tax rate from continuing operations was 21.0% for the nine months ended September 30, 2018, compared with 33.1% for the same period in 2017. The decrease in effective income tax rate for the nine months ended September 30, 2018, compared with the same period in 2017, was primarily the result of the passage of the Tax Reconciliation Act, which reduced the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018.

The Company recorded a decrease of $11,434 and an increase of $4,694 in unrecognized tax benefits during the nine months ended September 30, 2018, and 2017, respectively. The Company anticipates additional decreases to its unrecognized tax benefits of $1,000 to $3,000 in the next twelve months. The Company expects that the majority of the decrease in its unrecognized tax benefits will not impact the effective tax rate.
 
The Company files income tax returns in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations by tax authorities for years 2014 and prior. Tax years 2015 through 2017 are open to federal examination by the Internal Revenue Service (“IRS”). The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state, or local audits.
 
13.  Segment Information
 
The Chief Operating Decision Maker (“CODM”) of the Company is also the Chief Executive Officer (“CEO”) of the Company and Lifeco U.S. The CODM reviews the financial information for the purposes of assessing performance and allocating resources based upon the results of Lifeco U.S. and other U.S. affiliates prepared in accordance with International Financial Reporting Standards. The CODM, in his capacity as CEO of the Company, reviews the Company’s financial information only
in connection with the quarterly and annual reports that are filed with the Securities and Exchange Commission (“SEC”).
Consequently, the Company does not provide its discrete financial information to the CODM to be regularly reviewed to make
decisions about resources to be allocated or to assess performance. For purposes of SEC reporting requirements, the Company
has chosen to present its financial information in three segments, notwithstanding the above. The three segments are: Individual Markets, Empower Retirement, and Other. 


34

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Individual Markets
 
The Individual Markets reporting and operating segment distributes life insurance and individual annuity products to both individuals and businesses through various distribution channels. Life insurance products in-force include participating and non-participating term life, whole life, universal life, and variable universal life.
 
Empower Retirement
 
The Empower Retirement reporting and operating segment provides various retirement plan products and investment options as well as comprehensive administrative and record-keeping services for financial institutions and employers, which include educational, advisory, enrollment, and communication services for employer-sponsored defined contribution plans and associated defined benefit plans.

Other
 
The Company’s Other reporting segment is substantially comprised of activity under the assumption of reinsurance between Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”), a wholly owned subsidiary, and The Canada Life Assurance Company (“CLAC”) (“the GWSC operating segment”), corporate items not directly allocated to the other operating segments, and interest expense on long-term debt.
 
The accounting principles used to determine segment results are the same as those used in the consolidated financial statements. The Company evaluates performance of its reportable segments based on their profitability from operations after income taxes. Inter-segment transactions and balances have been eliminated in consolidation. The Company’s operations are not materially dependent on one or a few customers, brokers, or agents. The following tables summarize segment financial information:
 
 
Three Months Ended September 30, 2018
 
 
Individual
 
Empower
 
 
 
 
 
 
Markets
 
Retirement
 
Other
 
Total
Revenue:
 
 

 
 

 
 

 
 

Premium income
 
$
123,915

 
$
914

 
$
6,124

 
$
130,953

Fee income
 
31,984

 
257,038

 
1,768

 
290,790

Other revenue
 

 
3,078

 

 
3,078

Net investment income
 
191,167

 
118,960

 
12,298

 
322,425

Investment gains (losses), net
 
6,020

 
(1,612
)
 
1

 
4,409

Total revenues
 
353,086

 
378,378


20,191


751,655

Benefits and expenses:
 
 

 
 

 
 

 


Policyholder benefits
 
284,538

 
54,652

 
3,804

 
342,994

Operating expenses
 
43,222

 
269,131

 
7,639

 
319,992

Total benefits and expenses
 
327,760

 
323,783


11,443


662,986

Income before income taxes
 
25,326

 
54,595


8,748


88,669

Income tax expense
 
3,640

 
11,761

 
1,886

 
17,287

Net income
 
$
21,686

 
$
42,834


$
6,862


$
71,382

 

35

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
 
Three Months Ended September 30, 2017
 
 
Individual
 
Empower
 
 
 
 
 
 
Markets
 
Retirement
 
Other
 
Total
Revenue:
 
 

 
 

 
 

 
 

Premium income
 
$
125,757

 
$
764

 
$
18,983

 
$
145,504

Fee income
 
27,780

 
234,957

 
1,567

 
264,304

Other revenue
 

 
3,322

 

 
3,322

Net investment income
 
185,447

 
103,334

 
11,801

 
300,582

Realized investment gains (losses), net
 
2,389

 
11,472

 

 
13,861

Total revenues
 
341,373

 
353,849


32,351


727,573

Benefits and expenses:
 
 

 
 

 
 

 
 

Policyholder benefits
 
272,396

 
53,736

 
18,109

 
344,241

Operating expenses
 
41,332

 
255,623

 
18,108

 
315,063

Total benefits and expenses
 
313,728

 
309,359


36,217


659,304

Income (loss) before income taxes
 
27,645

 
44,490


(3,866
)

68,269

Income tax expense (benefit)
 
9,398

 
13,641

 
(1,351
)
 
21,688

Net income (loss)
 
$
18,247

 
$
30,849


$
(2,515
)

$
46,581

 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
 
Individual
 
Empower
 
 
 
 
 
 
Markets
 
Retirement
 
Other
 
Total
Revenue:
 
 

 
 

 
 

 
 

Premium income
 
$
297,456

 
$
2,589

 
$
53,745

 
$
353,790

Fee income
 
96,778

 
751,341

 
5,331

 
853,450

Other revenue
 

 
9,140

 

 
9,140

Net investment income
 
585,900

 
365,257

 
36,880

 
988,037

Investment gains (losses), net
 
21,467

 
(20,596
)
 
51

 
922

Total revenues
 
1,001,601

 
1,107,731

 
96,007

 
2,205,339

Benefits and expenses:
 
 

 
 

 
 

 
 

Policyholder benefits
 
758,101

 
159,899

 
24,264

 
942,264

Operating expenses
 
144,247

 
787,883

 
54,186

 
986,316

Total benefits and expenses
 
902,348

 
947,782

 
78,450

 
1,928,580

Income before income taxes
 
99,253

 
159,949

 
17,557

 
276,759

Income tax expense
 
17,672

 
36,538

 
3,881

 
58,091

Net income
 
$
81,581


$
123,411


$
13,676


$
218,668


36

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
 
 
Individual
 
Empower
 
 
 
 
 
 
Markets
 
Retirement
 
Other
 
Total
Revenue:
 
 

 
 

 
 

 
 

Premium income
 
$
302,017

 
$
1,908

 
$
61,483

 
$
365,408

Fee income
 
82,960

 
698,850

 
4,948

 
786,758

Other revenue
 

 
9,367

 

 
9,367

Net investment income
 
562,440

 
313,710

 
35,124

 
911,274

Realized investment gains (losses), net
 
7,010

 
17,168

 
(7
)
 
24,171

Total revenues
 
954,427

 
1,041,003

 
101,548

 
2,096,978

Benefits and expenses:
 
 

 
 

 
 

 
 

Policyholder benefits
 
740,655

 
152,067

 
60,491

 
953,213

Operating expenses
 
127,137

 
760,564

 
59,854

 
947,555

Total benefits and expenses
 
867,792

 
912,631

 
120,345

 
1,900,768

Income (loss) before income taxes
 
86,635

 
128,372

 
(18,797
)
 
196,210

Income tax expense (benefit)
 
29,579

 
42,063

 
(6,669
)
 
64,973

Net income (loss)
 
$
57,056

 
$
86,309

 
$
(12,128
)
 
$
131,237


14.  Commitments and Contingencies
 
Commitments

The Company has a revolving credit facility agreement in the amount of $50,000 for general corporate purposes. The credit facility expires on March 1, 2023. Interest accrues at a rate dependent on various conditions and terms of borrowings. The agreement requires, among other things, the Company to maintain a minimum adjusted net worth of $1,022,680, as defined in the credit facility agreement (compiled on the statutory accounting basis prescribed by the National Association of Insurance Commissioners), at any time. The Company was in compliance with all covenants at September 30, 2018 and December 31, 2017. At September 30, 2018 and December 31, 2017, there were no outstanding amounts related to the credit facility.

GWL&A Financial has a letter of credit for the benefit of GWSC for capital support in the amount of $70,000 and which
renews annually until the Company terminates it under the provisions specified in the agreement. At September 30, 2018 and December 31, 2017, there were no outstanding amounts related to the letter of credit.

In addition, the Company has other letters of credit with a total amount of $9,095, renewable annually for an indefinite period of time. At September 30, 2018 and December 31, 2017, there were no outstanding amounts related to those letters of credit.

The Company makes commitments to fund partnership interests, mortgage loans on real estate, and other investments in the normal course of its business. The amounts of these unfunded commitments at September 30, 2018 and December 31, 2017, were as follows:
 
September 30, 2018
 
December 31, 2017
Due in less than one year
$
293,382

 
$
312,152

Due within one to three years

 
1,090

Total
$
293,382

 
$
313,242


Included in the total unfunded commitments at September 30, 2018 and December 31, 2017, is $112,412 and $114,726, respectively, related to limited partnership interests, all of which may be required to be paid within one year from the dates indicated.
Contingencies
 
From time to time, the Company may be threatened with, or named as a defendant in, lawsuits, arbitrations, and administrative claims. Any such claims that are decided against the Company could harm the Company’s business. The Company is also subject to periodic regulatory audits and inspections which could result in fines or other disciplinary actions. Unfavorable outcomes in such matters may result in a material impact on the Company's financial position, results of operations, or cash flows.

The Company is defending lawsuits relating to the costs and features of certain retirement or fund products. Management believes the claims are without merit and will defend these actions. Based on the information known, these actions will not have a material adverse effect on the consolidated financial position of the Company.

The Company is involved in other various legal proceedings that arise in the ordinary course of its business. In the opinion of management, after consultation with counsel, the likelihood of loss from the resolution of these proceedings is remote and/or the estimated loss is not expected to have a material effect on the Company’s consolidated financial position, results of its operations, or cash flows.

15.  Subsequent Events

On October 24, 2018, the Company’s Board of Directors declared dividends of up to $33,000, to be paid on December 14, 2018 to its sole shareholder, GWL&A Financial.

37



Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 

General
 
As used in this Form 10-Q, the “Company” refers to Great-West Life & Annuity Insurance Company, a stock life insurance company originally organized on March 28, 1907 and domiciled in the state of Colorado, and its subsidiaries.
 
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 words such as “may,” “would,” “could,” “should,” “estimates,” “expected,” “anticipate,” “believe,” or words of similar import generally involve forward-looking statements. Without limiting the foregoing, forward-looking statements include statements that represent the Company’s beliefs concerning future or projected levels of sales of its 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. Some of these risks are described in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. 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 global or 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 its investment portfolio and other factors. 

Readers should also consider other matters, including any risks and uncertainties, discussed in documents filed by the Company and certain of its subsidiaries with the Securities and Exchange Commission (“SEC”). The following discussion addresses the Company’s results of operations for the three and nine months ended September 30, 2018, compared with the same period in 2017. This discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to which the reader is directed for additional information.

Recent Events

On April 18, 2018, the SEC released its proposal on the best interest standards applicable to brokers and advisors. The Company has provided comments to the SEC in August 2018. The Company will monitor any developments or proposed revisions and will comply with the new standards.

The Tax Reconciliation Act, which was signed in December 2017, among other changes, lowered the federal income tax rate from 35% to 21% effective on January 1, 2018. As a result, net earnings in 2018 reflect net income, tax effected at the lower 21% rate. Other provisions of the tax bill did not have a material effect on year-to-date taxable income in 2018.


38



Current Market Conditions
 
The S&P 500 index at September 30, 2018 was up by 7% compared to June 30, 2018 and up by 9% compared to January 1, 2018. The S&P 500 index at September 30, 2017 was up by 4% compared to June 30, 2017 and up by 12.5% compared to January 1, 2017. The average of the S&P 500 index was up by 16% and 15% during the three and nine months ended September 30, 2018, when compared to the same period in 2017.
 
 
2018
 
2017
S&P 500 Index
 
Close
 
Average in Quarter
 
Average for Year to Date
 
Close
 
Average in Quarter
 
Average for Year to Date
September 30
 
2,914

 
2,849

 
2,762

 
2,519

 
2,465

 
2,396

June 30
 
2,718

 
2,704

 
2,718

 
2,423

 
2,396

 
2,360

March 31
 
2,641

 
2,733

 
2,733

 
2,363

 
2,324

 
2,324

January 1
 
2,674

 
 
 
 
 
2,239

 
 
 
 

Variable asset-based fees earned by the Company fluctuate with changes in participant account balances. Participant account balances change due to cash flow and unrealized market gains and losses, which are primarily associated with changes in the U.S. equities market. Fee income increased for the three and nine months ended September 30, 2018, when compared to the same period in 2017. For the three and nine months ended September 30, 2018, the increase was primarily due to higher asset-based fees, driven by growth in the assets, due to increases in the U.S. equities market and business growth.
 
The 10-year U.S. Treasury rate at September 30, 2018, was up by 20 basis points as compared to June 30, 2018 and was up by
65 basis points as compared to January 1, 2018. The rate at September 30, 2017 was up by 2 basis points as compared to June 30, 2017 and was down by 12 basis points as compared to January 1, 2017. The average of the 10-year U.S. Treasury rate during the three months ended September 30, 2018, was up by 68 basis points when compared to 2017 and the rate during the nine months ended September 30, 2018 was up by 55 basis points when compared to 2017.
 
 
2018
 
2017
10-Year Treasury Rate
 
Close
 
Average in Quarter
 
Average for Year to Date
 
Close
 
Average in Quarter
 
Average for Year to Date
September 30
 
3.05
%
 
2.92
%
 
2.87
%
 
2.33
%
 
2.24
%
 
2.32
%
June 30
 
2.85
%
 
2.92
%
 
2.84
%
 
2.31
%
 
2.26
%
 
2.35
%
March 31
 
2.74
%
 
2.76
%
 
2.76
%
 
2.35
%
 
2.45
%
 
2.45
%
January 1
 
2.40
%
 
 
 
 
 
2.45
%
 
 
 
 

Unrealized gains on fixed maturity investments fluctuate with changes in the prevailing interest rates. When interest rates decrease, market values of fixed maturity investments generally increase, and vice-versa. The Company has recorded in other comprehensive income net unrealized losses on fixed maturity investments of $151 million and $976 million for the three and nine months ended September 30, 2018, compared to net unrealized gains of $37 million and $406 million for the three and nine months ended September 30, 2017. This resulted in a net accumulated other comprehensive loss position at September 30, 2018, net of policy holder related amounts, and deferred taxes.

The Company employs hedging strategies for the purpose of managing the interest rate, foreign currency exchange rate, and equity market risks impacting the Company’s business. For some derivative instruments, hedge accounting is either not elected or the transactions are not eligible for hedge accounting; therefore all gains or losses from these transactions are recorded in the condensed consolidated statement of income. As a result, fluctuations in interest rates, foreign currencies, or equity markets may cause the Company to experience volatility in net income. For the three and nine months ended September 30, 2018, the Company recorded losses on interest rate swaps in the condensed consolidated statement of income of $7 million and $21 million, compared to gains of zero and $4 million, respectively in 2017. For the three and nine months ended September 30, 2018, the Company recorded gains on cross-currency swaps in the condensed consolidated statement of income of $6 million and $18 million, compared to losses of $16 million and $38 million, respectively in 2017. For the three and nine months ended September 30, 2018, the Company recorded losses on forward settling to be announced (“TBA”) securities of $5 million and $27 million, respectively, compared to gains of $7 million and $20 million, respectively in 2017.


39



Reconciliation of Net Income to Adjusted Operating Income

The Company uses the same accounting policies and procedures to measure adjusted operating income as it uses to measure consolidated net income. The Company employs hedging strategies for the purpose of managing the interest rate, foreign currency exchange rate, and equity market risks impacting the Company’s business. For some derivative instruments, hedge accounting is either not elected or the transactions are not eligible for hedge accounting; therefore, all gains or losses from these transactions are recorded in the consolidated statement of income. As a result, fluctuations in interest rates, foreign currencies, or equity markets may cause the Company to experience volatility in net income. As such, the Company has defined adjusted operating income as net income, excluding realized and unrealized gains and losses on investments and derivatives and their related tax effect. Adjusted operating income should not be viewed as a substitute for net income prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP). In addition, the Company’s adjusted operating income measures may not be comparable to similarly titled measures reported by other companies.

Three months ended September 30, 2018 compared with the three months ended September 30, 2017
 
The Company believes that the presentation of adjusted operating income enhances the understanding of the Company’s performance by highlighting the results of operations and the underlying profitability drivers of the business. The following is a summary of the contributions of each segment to net income and a reconciliation of net income to adjusted operating income:
 
 
Three Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Net income (loss)
 
 
 
 
 
 
 
 
Individual Markets segment
 
$
21

 
$
18

 
$
3

 
17
 %
Empower Retirement segment
 
43

 
31

 
12

 
39
 %
Other segment
 
7

 
(3
)
 
10

 
333
 %
Total net income
 
71

 
46

 
25

 
54
 %
Adjustments to net income
 
 
 
 
 
 
 
 
Investment gains (losses), net
 
4

 
(6
)
 
10

 
167
 %
Pro-rata tax (expense) benefit(1)
 
(1
)
 
2

 
(3
)
 
(150
)%
Adjusted operating income
 
$
68

 
$
50

 
$
18

 
36
 %
(1) Current year calculated utilizing estimated tax rate of 21%. Prior year estimated tax rate of 35%.

Investment gains (losses), net, had a favorable change of $10 million, or 167%, from a loss of $6 million in 2017 to a gain of $4 million in 2018. The change was primarily due to favorable cross currency swaps in 2018.

The pro-rata tax expense changed by $3 million, or 150%, from a benefit of $2 million in 2017 to an expense of $1 million in 2018, resulting from the favorable change in investment gains (losses), net in 2018, offset by the U.S. corporate tax rate change from 35% to 21%.



40



Nine months ended September 30, 2018 compared with the nine months ended September 30, 2017

The following is a summary of the contributions of each segment to the net income and a reconciliation of net income to operating income:
 
 
Nine Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Net income (loss)
 
 
 
 
 
 
 
 
Individual Markets segment
 
$
82

 
$
57

 
$
25

 
44
 %
Empower Retirement segment
 
123

 
86

 
37

 
43
 %
Other segment
 
14

 
(12
)
 
26

 
217
 %
Total net income
 
219

 
131

 
88

 
67
 %
Adjustments to net income
 
 
 
 
 
 
 
 
Investment gains (losses), net
 
1

 
(15
)
 
16

 
107
 %
Pro-rata tax (expense) benefit (1)
 

 
6

 
(6
)
 
(100
)%
Adjusted operating income
 
$
218

 
$
140

 
$
78

 
56
 %
(1) Current year calculated utilizing estimated tax rate of 21%. Prior year estimated tax rate of 35%.

Investment (losses) gains, net, had a favorable change of $16 million, or 107%, from a loss of $15 million in 2017 to a gain of $1 million in 2018. The change was primarily due to favorable cross currency swaps in 2018.

The pro-rata tax benefit changed by $6 million, or 100%, from $6 million in 2017 to zero in 2018, resulting from the favorable change in investment gains (losses), net in 2018, offset by the U.S. corporate tax rate change from 35% to 21%.


41



Company Results of Operations
 
Three months ended September 30, 2018 compared with the three months ended September 30, 2017
 
The following is a summary of certain financial data of the Company:
 
 
Three Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
131

 
$
146

 
$
(15
)
 
(10
)%
Fee income
 
291

 
264

 
27

 
10
 %
Other revenue
 
3

 
3

 

 
 %
Adjusted net investment income
 
322

 
320

 
2

 
1
 %
Total adjusted operating revenues
 
747

 
733


14

 
2
 %
Policyholder benefits
 
343

 
344

 
(1
)
 
 %
Operating expenses
 
320

 
315

 
5

 
2
 %
Total benefits and expenses
 
663

 
659


4

 
1
 %
Adjusted operating income before income taxes
 
84

 
74


10

 
14
 %
Adjusted income tax expense
 
16

 
24

 
(8
)
 
(33
)%
Adjusted operating income
 
$
68

 
$
50


$
18

 
36
 %

The Company’s consolidated adjusted operating income had a favorable change of $18 million, or 36%, to $68 million for the three months ended September 30, 2018, when compared to the same period in 2017. The change was primarily due to higher fee income, higher adjusted net investment income, and lower adjusted income tax expense, partially offset by lower premium income and higher operating expenses.

Premium income had an unfavorable change of $15 million, or 10%, to $131 million for the three months ended September 30, 2018, when compared to the same period in 2017 primarily due to lower premiums on a closed block of business.

Fee income had a favorable change of $27 million, or 10%, to $291 million for the three months ended September 30, 2018, when compared to the same period in 2017. This change was primarily related to higher asset-based variable fee income driven by growth in assets and an increase in participants.

Adjusted net investment income had a favorable change of $2 million, or 1%, to $322 million. The change was primarily related to higher investment income earned on bonds, mortgages, and policy loans principally as a result of higher invested asset balances.

Operating expenses had an unfavorable change of $5 million, or 2%, to $320 million for the three months ended September 30, 2018, when compared to the same period in 2017. The primary driver of this change was higher general expenses due to growth in the business and lower DAC deferral.

Adjusted income tax expense had a favorable change of $8 million, or 33%, to $16 million for the three months ended September 30, 2018, when compared to the same period in 2017 primarily due to the impact of the U.S. corporate tax rate change.








42



Nine months ended September 30, 2018 compared with the nine months ended September 30, 2017
 
The following is a summary of certain financial data of the Company:
 
 
Nine Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
354

 
$
365

 
$
(11
)
 
(3
)%
Fee income
 
853

 
787

 
66

 
8
 %
Other revenue
 
9

 
9

 

 
 %
Adjusted net investment income
 
988

 
951

 
37

 
4
 %
Total adjusted operating revenues
 
2,204

 
2,112


92

 
4
 %
Policyholder benefits
 
942

 
953

 
(11
)
 
(1
)%
Operating expenses
 
986

 
948

 
38

 
4
 %
Total benefits and expenses
 
1,928

 
1,901


27

 
1
 %
Adjusted operating income before income taxes
 
276

 
211

 
65

 
31
 %
Adjusted income tax expense
 
58

 
71

 
(13
)
 
(18
)%
Adjusted operating income
 
$
218

 
$
140


$
78

 
56
 %

The Company’s consolidated adjusted operating income had a favorable change of $78 million, or 56%, to $218 million for the nine months ended September 30, 2018, when compared to the same period in 2017. The change was primarily due to higher fee income, higher adjusted net investment income, lower policyholder benefits and lower adjusted income tax expense, partially offset by lower premium income and higher operating expenses.

Premium income had an unfavorable change of $11 million, or 3%, to $354 million for the nine months ended September 30, 2018, when compared to the same period in 2017 primarily due to lower premiums on a closed block of business.

Fee income had a favorable change of $66 million, or 8%, to $853 million for the nine months ended September 30, 2018, when compared to the same period in 2017. This change was primarily related to higher asset-based variable fee income driven by growth in assets and an increase in participants.

Adjusted net investment income had a favorable change of $37 million, or 4%, to $988 million. The change was primarily related to higher investment income earned on bonds, mortgages, and policy loans principally as a result of higher invested asset balances.

Policyholder benefits had a favorable change of $11 million, or 1%, to $942 million for the nine months ended September 30, 2018, when compared to the same period in 2017. This was primarily related to a decrease in policy reserves, partially offset by an increase in death benefits and interest paid to policyholders.

Operating expenses had an unfavorable change of $38 million, or 4%, to $986 million for the nine months ended September 30, 2018, when compared to the same period in 2017. The primary driver of this change was higher litigation expenses, higher DAC and VOBA amortization and higher general expenses due to growth in the business.

Adjusted income tax expense had a favorable change of $13 million, or 18%, to $58 million for the nine months ended September 30, 2018, when compared to the same period in 2017 primarily due to the impact of the U.S. corporate tax rate change.


43



Individual Markets Segment Results of Operations
 
Three months ended September 30, 2018 compared with the three months ended September 30, 2017
 
The following is a summary of certain financial data of the Individual Markets segment:
 
 
Three Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
124

 
$
126

 
$
(2
)
 
(2
)%
Fee income
 
32

 
28

 
4

 
14
 %
Adjusted net investment income
 
191

 
197

 
(6
)
 
(3
)%
Total adjusted operating revenues
 
347

 
351


(4
)
 
(1
)%
Policyholder benefits
 
285

 
272

 
13

 
5
 %
Operating expenses
 
43

 
41

 
2

 
5
 %
Total benefits and expenses
 
328

 
313


15

 
5
 %
Adjusted operating income before income taxes
 
19

 
38


(19
)
 
(50
)%
Adjusted income tax expense
 
3

 
12

 
(9
)
 
(75
)%
Adjusted operating income
 
$
16

 
$
26


$
(10
)
 
(38
)%
 
Adjusted operating income for the Individual Markets segment had an unfavorable change of $10 million, or 38%, to $16 million during the three months ended September 30, 2018, when compared to the same period in 2017. The change was primarily due to higher policyholder benefits, lower adjusted net investment income, partially offset by lower adjusted income tax expense.

Adjusted net investment income had an unfavorable change of $6 million, or 3%, to $191 million. The change was primarily related to lower net interest income earned on bonds.

Policyholder benefits had an unfavorable change of $13 million, or 5%, to $285 million primarily due to an increase in surrender benefits and interest paid to policyholders, partially offset by a decrease in policy reserves.

Adjusted income tax expense had a favorable change of $9 million, or 75%, to $3 million in 2018 primarily due to a decrease in the adjusted operating income before income taxes and the impact of the U.S. corporate tax rate changes.


44



Nine months ended September 30, 2018 compared with the nine months ended September 30, 2017
 
The following is a summary of certain financial data of the Individual Markets segment:
 
 
Nine Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
297

 
$
302

 
$
(5
)
 
(2
)%
Fee income
 
97

 
83

 
14

 
17
 %
Adjusted net investment income
 
586

 
581

 
5

 
1
 %
Total revenues
 
980

 
966


14

 
1
 %
Policyholder benefits
 
758

 
741

 
17

 
2
 %
Operating expenses
 
144

 
127

 
17

 
13
 %
Total benefits and expenses
 
902

 
868


34

 
4
 %
Adjusted operating income before income taxes
 
78

 
98


(20
)
 
(20
)%
Adjusted income tax expense
 
13

 
34

 
(21
)
 
(62
)%
Adjusted operating income
 
$
65

 
$
64


$
1

 
2
 %

Adjusted operating income for the Individual Markets segment had a favorable change of $1 million, or 2%, to $65 million during the nine months ended September 30, 2018, when compared to the same period in 2017. The change was primarily due to higher fee income and lower adjusted income tax expense, partially offset by higher policyholder benefits and higher operating expenses.

Fee income had a favorable change of $14 million, or 17%, to $97 million for the nine months ended September 30, 2018, when compared to the same period in 2017. This was primarily related to an increase in asset-based variable fee income resulting from increased average asset levels driven by the individual annuity line of business.

Policyholder benefits had an unfavorable change of $17 million, or 2%, to $758 million. This was primarily due to an increase in death benefits, surrenders and interest paid to policy holders, partially offset by a decrease in policy reserves and group health and disability benefits.

Operating expenses had an unfavorable change of $17 million, or 13%, to $144 million for the nine months ended September 30, 2018, when compared to the same period in 2017. The primary driver of this change is higher DAC amortization and lower DAC deferrals.

Adjusted income tax expense had a favorable change of $21 million, or 62% to $13 million in 2018 primarily due to a decrease in adjusted operating income before income taxes and the impact of the U.S. corporate tax rate changes.


45



Empower Retirement Segment Results of Operations
 
Three months ended September 30, 2018 compared with the three months ended September 30, 2017
 
The following is a summary of certain financial data of the Empower Retirement segment:
 
 
 
Three Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
1

 
$
1

 
$

 
 %
Fee income
 
257

 
235

 
22

 
9
 %
Other revenue
 
3

 
3

 

 
 %
Adjusted net investment income
 
119

 
111

 
8

 
7
 %
Total adjusted operating revenues
 
380

 
350


30

 
9
 %
Policyholder benefits
 
55

 
54

 
1

 
2
 %
Operating expenses
 
269

 
256

 
13

 
5
 %
Total benefits and expenses
 
324

 
310


14

 
5
 %
Adjusted operating income before income taxes
 
56

 
40


16

 
40
 %
Adjusted income tax expense
 
11

 
13

 
(2
)
 
(15
)%
Adjusted operating income
 
$
45

 
$
27


$
18

 
67
 %
  
Adjusted operating income for the Empower Retirement segment had a favorable change of $18 million, or 67%, to $45 million for the three months ended September 30, 2018, when compared to the same period in 2017. The change was primarily due to higher fee income and higher adjusted net investment income, partially offset by higher operating expenses.

Fee income had a favorable change of $22 million, or 9%, to $257 million for the three months ended September 30, 2018, when compared to the same period in 2017. This change was primarily related to higher asset-based variable fee income driven by growth in assets and an increase in participants.

Adjusted net investment income had a favorable change of $8 million, or 7%, to $119 million for the three months ended September 30, 2018, when compared to the same period in 2017. The change was primarily related to higher investment income earned on bonds and mortgages as a result of higher invested asset balances.

Operating expenses had an unfavorable change of $13 million, or 5%, to $269 million for the three months ended September 30, 2018, when compared to the same period in 2017. The primary driver of this change is higher DAC and contract cost amortization and higher general expenses due to growth in the business.

Adjusted income tax expense had an favorable change of $2 million or 15%, to $11 million for the three months ended September 30, 2018, when compared to the same period in 2017 primarily due to the impact of the U.S. corporate tax rate changes.




46



Nine months ended September 30, 2018 compared with the nine months ended September 30, 2017
 
The following is a summary of certain financial data of the Empower Retirement segment:
 
 
Nine Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
3

 
$
2

 
$
1

 
50
 %
Fee income
 
751

 
699

 
52

 
7
 %
Other revenue
 
9

 
9

 

 
 %
Adjusted net investment income
 
365

 
335

 
30

 
9
 %
Total adjusted operating revenues
 
1,128

 
1,045


83

 
8
 %
Policyholder benefits
 
160

 
152

 
8

 
5
 %
Operating expenses
 
788

 
761

 
27

 
4
 %
Total benefits and expenses
 
948

 
913


35

 
4
 %
Adjusted operating income before income taxes
 
180

 
132


48

 
36
 %
Adjusted income tax expense
 
41

 
44

 
(3
)
 
(7
)%
Adjusted operating income
 
$
139

 
$
88


$
51

 
58
 %
  
Adjusted operating income for the Empower Retirement segment had a favorable change of $51 million, or 58%, to $139 million for the nine months ended September 30, 2018, when compared to the same period in 2017. The change was primarily due to higher fee income, higher adjusted net investment income and lower adjusted income tax expense, partially offset by higher operating expenses and higher policyholder benefits.

Fee income had a favorable change of $52 million, or 7%, to $751 million for the nine months ended September 30, 2018, when compared to the same period in 2017. This change was primarily related to higher asset-based variable fee income, which was driven by growth in assets and an increase in participants.

Adjusted net investment income had a favorable change of $30 million, or 9%, to $365 million for the nine months ended September 30, 2018, when compared to the same period in 2017. The change was primarily related to higher investment income earned on bonds and mortgages principally as a result of higher invested asset balances.

Policyholder benefits had an unfavorable change of $8 million, or 5%, to $160 million for the nine months ended September 30, 2018, when compared to the same period in 2017, primarily due an increase in policy reserves and interest paid.

Operating expenses had an unfavorable change of $27 million, or 4%, to $788 million for the nine months ended September 30, 2018, when compared to the same period in 2017. The primary driver of this change is higher DAC, VOBA and contract cost amortization and higher general expenses due to growth in the business.

Adjusted income tax expense had a favorable change of $3 million or 7%, to $41 million for the nine months ended September 30, 2018, when compared to the same period in 2017 primarily due to the impact of the U.S. corporate tax rate changes.

47



Other Segment Results of Operations
 
Three months ended September 30, 2018 compared with the three months ended September 30, 2017
 
The following is a summary of certain financial data of the Company’s Other segment:
 
 
Three Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
6

 
$
19

 
$
(13
)
 
(68
)%
Fee income
 
2

 
1

 
1

 
100
 %
Adjusted net investment income
 
12

 
12

 

 
 %
Total adjusted operating revenues
 
20

 
32


(12
)
 
(38
)%
Policyholder benefits
 
3

 
18

 
(15
)
 
(83
)%
Operating expenses
 
8

 
18

 
(10
)
 
(56
)%
Total benefits and expenses
 
11

 
36


(25
)
 
(69
)%
Adjusted operating income (loss) before income taxes
 
9

 
(4
)

13

 
325
 %
Adjusted income tax expense (benefit)
 
2

 
(1
)
 
3

 
300
 %
Adjusted operating income (loss)
 
$
7

 
$
(3
)

$
10

 
333
 %
  
Adjusted operating income for the Company’s Other segment had a favorable change of $10 million, or 333%, to $7 million for the three months ended September 30, 2018 compared to a loss of $3 million in 2017. The change in adjusted operating income was primarily due to lower policyholder benefits and lower operating expenses, partially offset by lower premium income and higher adjusted income tax expense.

Premium income had an unfavorable change of $13 million, or 68%, to $6 million for the three months ended September 30, 2018 primarily due to lower premiums on a closed block of business.

Policyholder benefits expense had a favorable change of $15 million, or 83%, to $3 million for the three months ended September 30, 2018 primarily due to a release of reserves on a closed block of business.

Operating expense had a favorable change of $10 million, or 56%, to $8 million for the three months ended September 30, 2018 due to a decrease in commissions and decreased letter of credit fees.

Adjusted income tax expense had an unfavorable change of $3 million, or 300%, to $2 million for the three months ended September 30, 2018 due to a higher adjusted operating income before income taxes, partially offset by the impact of U.S. corporate tax rate changes.



48



Nine months ended September 30, 2018 compared with the nine months ended September 30, 2017
 
The following is a summary of certain financial data of the Company’s Other segment:
 
 
Nine Months Ended September 30,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
54

 
$
61

 
$
(7
)
 
(11
)%
Fee income
 
5

 
5

 

 
 %
Adjusted net investment income
 
37

 
35

 
2

 
6
 %
Total adjusted operating revenues
 
96

 
101


(5
)
 
(5
)%
Policyholder benefits
 
24

 
60

 
(36
)
 
(60
)%
Operating expenses
 
54

 
60

 
(6
)
 
(10
)%
Total benefits and expenses
 
78

 
120


(42
)
 
(35
)%
Adjusted operating income (loss) before income taxes
 
18

 
(19
)

37

 
195
 %
Adjusted income tax expense (benefit)
 
4

 
(7
)
 
11

 
157
 %
Adjusted operating income (loss)
 
$
14

 
$
(12
)

$
26

 
217
 %

Adjusted operating income for the Company’s Other segment had a favorable change of $26 million, or 217%, to $14 million for the nine months ended September 30, 2018 compared to a loss of $12 million in 2017. The change in adjusted operating income was primarily due to lower policyholder benefits, partially offset by higher adjusted income tax expense.

Policyholder benefits expense had a favorable change of $36 million, or 60%, to $24 million for the nine months ended September 30, 2018 primarily due to a release of reserves on a closed block of business.

Adjusted income tax expense had an unfavorable change of $11 million, or 157%, to an expense of $4 million for the nine months ended September 30, 2018 primarily due to higher adjusted operating income before income taxes, partially offset by the impact of the U.S. corporate tax rate changes.



49



Investment Operations
 
The Company’s primary investment objective is to acquire assets with duration and cash flow characteristics reflective of its 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 under changing market conditions, the Company’s assets should 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 works to ensure that its investment portfolio is appropriately structured to fulfill financial obligations to its policyholders.
 
The following table presents the percentage distribution of the carrying values of the Company’s general account investment portfolio: 
(In millions)

September 30, 2018

December 31, 2017
Fixed maturities, available-for-sale

$
22,550


71.1
%

$
23,593


73.4
%
Fixed maturities, held-for-trading

142


0.4
%

21


0.1
%
Mortgage loans on real estate

4,365


13.8
%

4,005


12.4
%
Policy loans

4,104


13.0
%

4,104


12.8
%
Short-term investments

415


1.3
%

350


1.1
%
Limited partnership interests

72


0.2
%

46


0.1
%
Other investments

55


0.2
%

18


0.1
%
Total investments

$
31,703

 
100.0
%
 
$
32,137

 
100.0
%
 
Fixed Maturity Investments
 
Fixed maturity investments include public and privately placed corporate bonds, government bonds, and mortgage-backed and asset-backed securities.  Included in available-for-sale fixed maturities are perpetual debt investments which primarily consist of junior subordinated debt instruments that have no stated maturity date but pay fixed or floating interest in perpetuity.  The Company’s strategy related to mortgage-backed and asset-backed securities is to focus on those investments with low prepayment risk and minimal credit risk.
 
Private placement investments are generally less marketable than publicly traded assets, yet they typically offer enhanced 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 placement investments 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 credit quality to limit credit risk.  All securities are internally rated by the Company on a basis intended to be similar to that of independent external rating agencies and the Company generally considers ratings from several of these major ratings agencies to develop its internal rating. In addition, the National Association of Insurance Commissioners (“NAIC”) implemented a ratings methodology for residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), and other structured securities.  The Company may also utilize inputs from this ratings process to develop its internal rating.

The percentage distribution of the estimated fair value of the Company’s fixed maturity portfolio by the Company’s internal credit rating is summarized as follows:
Credit Rating
 
September 30, 2018
 
December 31, 2017
AAA
 
21.4
%
 
22.7
%
AA
 
15.1
%
 
14.9
%
A
 
33.2
%
 
33.8
%
BBB
 
29.6
%
 
27.7
%
BB and below (Non-investment grade)
 
0.7
%
 
0.9
%
Total
 
100.0
%
 
100.0
%
 

50



The September 30, 2018, AAA rating percentage decreased as compared to December 31, 2017, as the Company sold AAA-rated government agency MBS pools to enter into forward settling TBA contracts which are treated as derivatives.

The percentage distribution of the estimated fair value of the corporate sector fixed maturity portfolio, calculated as a percentage of fixed maturities, is summarized as follows:
Sector
 
September 30, 2018
 
December 31, 2017
Utility
 
16.5
%
 
17.8
%
Finance
 
16.0
%
 
14.8
%
Consumer
 
10.8
%
 
11.0
%
Natural resources
 
7.2
%
 
6.1
%
Transportation
 
4.9
%
 
4.2
%
Other
 
12.2
%
 
12.6
%
 
Mortgage Loans on Real Estate
 
The Company’s mortgage loans on real estate are comprised primarily of domestic commercial collateralized real estate loans. The mortgage loan portfolio is diversified with regard to geographical markets and commercial real estate property types. The Company originates, directly or through correspondents, real estate mortgages with the intent to hold to maturity. The Company’s portfolio includes loans which are fully amortizing, amortizing with a balloon balance at maturity, interest only to maturity, and interest only for a number of years followed by an amortizing period.

Derivatives
 
The Company uses certain derivatives, such as futures, swaps, forwards, and interest rate swaptions, for purposes of managing the interest rate, foreign currency exchange rate, and equity market risks impacting the Company’s business. These derivatives, when taken alone, may subject the Company to varying degrees of market and credit risk; however, since used for hedging purposes, these instruments are intended to reduce risk. For derivative instruments where hedge accounting is either not elected or the transactions are not eligible for hedge accounting, changes in interest rates, foreign currencies, or equity markets may generate derivative gains or losses which may cause the Company to experience volatility in net income. The Company also uses forward settling TBA securities to gain exposure to the investment risk and return of agency mortgage-backed securities (pass-throughs). These transactions enhance the return on the Company’s investment portfolio and provide a more liquid and cost effective method of achieving these goals than purchasing or selling individual agency mortgage-backed pools. The Company controls the credit risk of its over-the-counter derivative contracts through credit approvals, limits, monitoring procedures, and in most cases, requiring collateral. Risk of loss is generally limited to the portion of the fair value of derivative instruments that exceeds the value of the collateral held and not to the notional or contractual amounts of the derivatives. 

Summary of Critical Accounting Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to adopt accounting policies to enable them to make a significant variety of accounting and actuarial estimates and assumptions.  These estimates and assumptions are evaluated on an ongoing basis based on historical developments, market conditions, industry trends, and other information that is reasonable given the facts and circumstances for the Company. These critical 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 information available at the time the estimates were made.
 
The Company has identified the following accounting policies, judgments, and estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability:
 
·             Valuation of investments;
·             Impairment of investments;
·             Valuation of derivatives and related hedge accounting;
·             Valuation of DAC and related amortization (including unlocking of assumptions); and
·             Valuation of policy benefit liabilities
 

51



A discussion of each of these critical accounting policies may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Application of Recent Accounting Pronouncements
 
See Note 2 to the accompanying condensed consolidated financial statements for a discussion of the application of recent accounting pronouncements.
 
Liquidity and Capital Resources
 
Liquidity refers to a company’s ability to generate sufficient cash flows to meet the short-term needs of its operations.  The Company manages its operations to create stable, reliable, and cost-effective sources of cash flows to meet all of its obligations.
 
The principal sources of the Company’s liquidity are premiums and contract deposits, fees, investment income, and investment maturities and sales.  Funds provided from these sources are reasonably predictable and normally exceed liquidity requirements for payment of policy benefits, payments to policy and contractholders in connection with surrenders and withdrawals, and general 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.  A primary liquidity concern regarding cash flows from operations is the risk of early policyholder and contractholder withdrawals.  A primary liquidity concern regarding investment activity is the risk of defaults and market volatility.

In addition, a demand for funds may arise as a result of the Company taking advantage of current investment opportunities.  The sources of the funds that may be required in such situations include the issuance of commercial paper or other debt instruments.

Management believes that the liquidity profile of its assets is sufficient to satisfy the short-term liquidity requirements of reasonably foreseeable scenarios.
 
Generally, the Company has met its operating requirements by utilizing cash flows from operations and maintaining appropriate levels of liquidity in its investment portfolio.  Liquidity for the Company has remained strong, as evidenced by the amounts of short-term investments and cash and cash equivalents that totaled $403 million and $367 million as of September 30, 2018 and December 31, 2017, respectively.  The September 30, 2018 and December 31, 2017, short-term investments included above exclude any amounts held to settle TBA forward contracts.  In addition, 99% of the fixed maturity portfolio carried an investment grade rating at September 30, 2018 and December 31, 2017, which provides significant liquidity to the Company’s overall investment portfolio.
 
The Company continues to be well capitalized, with sufficient borrowing capacity.  Additionally, the Company anticipates that cash on hand and expected net cash generated by operating activities will exceed the forecasted needs of the business over the next 12 months.  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 had $100 million of commercial paper outstanding as of September 30, 2018 and December 31, 2017.  The commercial paper has been given a rating of A-1+ by Standard & Poor’s Ratings Services and a rating of P-1 by Moody’s Investors Service, each being the highest rating available. The Company’s issuance of commercial paper is not used to fund daily operations and does not have a significant impact on the Company’s liquidity.
 
The Company also has available a revolving credit facility agreement with U.S. Bank, which expires on March 1, 2023, in the amount of $50 million for general corporate purposes.  The Company had no borrowings under this credit facility as of or during the nine months ended September 30, 2018.  The Company does not anticipate the need for borrowings under this facility and the loss of its availability would not significantly impact its liquidity.
 
Capital resources provide protection for policyholders and 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.
 

52



Off-Balance Sheet Arrangements
 
The Company makes commitments to fund partnership interests, mortgage loans on real estate, and other investments in the normal course of its business. The amounts of these unfunded commitments at September 30, 2018 and December 31, 2017, were $293 million and $313 million, respectively. The precise timing of the fulfillment of the commitment cannot be predicted; however, all $293 million of the September 30, 2018 balance, and $312 million of the December 31, 2017 balance may be required to be paid within one year of the dates indicated. The remaining $1 million of the December 31, 2017 balance is due within one to three years. There are no other obligations or liabilities arising from such arrangements that are reasonably likely to become material.

The Company participates in a short-term reverse repurchase program for the purpose of enhancing the total return on its investment portfolio. This type of transaction involves the purchase of securities with a simultaneous agreement to sell similar securities at a future date at an agreed-upon price. In exchange, the counterparty financial institutions put non-cash collateral on deposit with a third-party custodian on behalf of the Company. The amount of securities purchased in connection with these transactions was zero and $23 million at September 30, 2018 and December 31, 2017, respectively. Non-cash collateral on deposit with the third-party custodian on the Company’s behalf was zero and $24 million at September 30, 2018 and December 31, 2017, respectively, which cannot be sold or re-pledged and which has not been recorded on the condensed consolidated balance sheets. Collateral related to the reverse repurchase agreements generally consists of U.S. government or U.S. government agency securities.

The Company participates in a securities lending program in which the Company lends securities that are held as part of its general account investment portfolio to third parties for the purpose of enhancing the total return on its investment portfolio.  The Company generally requires initial collateral in an amount greater than or equal to 102% of the fair value of domestic securities loaned and 105% of foreign securities loaned. The Company received securities with a fair value of $21 million as collateral at September 30, 2018, which have not been recorded on the condensed consolidated balance sheets as the Company does not have effective control. There were no securities on loan and therefore no securities were received as collateral at December 31, 2017.

Item 3.         Quantitative and Qualitative Disclosures about Market Risk
 
The Company has established processes and procedures to effectively identify, monitor, measure, and manage the risks associated with its invested assets and its interest rate sensitive insurance and annuity products. Management has identified investment portfolio management, including the use of derivative instruments, insurance and annuity product design, and asset/liability management as three critical means to accomplish a successful risk management program.
 
The major risks to which the Company is exposed include the following: 

Market risk - the potential of loss arising from adverse fluctuations in interest rates and equity market prices and the levels of their volatility.
Insurance risk - the potential of loss resulting from claims, persistency, and expense experience exceeding that assumed in the liabilities held.
Credit risk - the potential of loss arising from an obligator’s inability or unwillingness to meet its obligations to the Company.
Operational and corporate risk - the potential of direct or indirect loss resulting from inadequate or failed internal processes, people and systems, or from other external events.
  
A discussion of each of these risk factors may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, under Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”
 

53



Item 4.         Controls and Procedures
 
Disclosure Controls and Procedures
 
The Company’s management, with the participation of its President and Chief Executive Officer and its Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”). The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to ensure that the information required to be disclosed by the Company in reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the President and Chief Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of September 30, 2018.

Changes in Internal Control over Financial Reporting
 
As disclosed in Item 9A, “Controls and Procedures,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, management concluded that the Company maintained effective internal control over financial reporting. There has been no significant change in the control environment for the three and nine months ended September 30, 2018. Management is committed to continuing to improve its internal control processes and will continue to review its financial reporting controls and procedures.


54



Part II          Other Information
 
Item 1.         Legal Proceedings
 
From time to time, the Company may be threatened with, or named as a defendant in, lawsuits, arbitrations, and administrative claims. Any such claims that are decided against the Company could harm the Company’s business. The Company is also subject to periodic regulatory audits and inspections which could result in fines or other disciplinary actions. Unfavorable outcomes in such matters may result in a material impact on the Company's financial position, results of operations, or cash flows.
 
The Company is defending lawsuits relating to the costs and features of certain of its retirement or fund products. Management believes the claims are without merit and will defend these actions. Based on the information known, these actions will not have a material adverse effect on the consolidated financial position of the Company.

The Company is involved in other various legal proceedings that arise in the ordinary course of its business.  In the opinion of management, after consultation with counsel, the likelihood of loss from the resolution of these proceedings is remote and/or the estimated loss is not expected to have a material effect on the Company’s consolidated financial position, results of its operations or cash flows.

Item 1A. Risk Factors
 
In the normal course of its business, the Company is exposed to certain operational, regulatory, and financial risks and uncertainties.  The most significant risks include the following:

Competition could negatively affect the ability of the Company to maintain or increase market share or profitability.

The insurance and financial services industries are heavily regulated and changes in regulation may reduce profitability.
 
A downgrade or potential downgrade in the Company’s financial strength or claims paying ratings could result in a loss of business and negatively affect results of operations and financial condition.

Deviations from assumptions regarding future persistency, mortality, and interest rates used in calculating liabilities for future policyholder benefits and claims could adversely affect the Company’s results of operations and financial condition.

The Company may be required to accelerate the amortization of DAC or VOBA, or recognize impairment in the value of goodwill or other intangible assets, which could adversely affect its results of operations and financial condition.

If the companies that provide reinsurance default or fail to perform or the Company is unable to obtain adequate reinsurance for some of the risks underwritten, the Company could incur significant losses adversely affecting results of operations and financial condition.

Interest rate fluctuations could have a negative impact on results of operations and financial condition.
  
Market fluctuations and general economic conditions may adversely affect results of operations and financial condition.

Changes in U.S. federal income tax law could make some of the Company’s products less attractive to consumers and increase its tax costs.

The Company may be subject to litigation resulting in substantial awards or settlements and this may adversely affect its reputation and results of operations.

The Company’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risk, which could adversely affect its business, results of operations, and financial condition.

The Company may experience difficulty in marketing and distributing products through its current and future distribution channels.

55




A failure in cyber or information security systems could result in a loss or disclosure of confidential information, damage the Company’s reputation, and could impair its ability to conduct business effectively.

The Company could face difficulties, unforeseen liabilities, or asset impairments arising from business acquisitions or integrations and managing growth of such businesses.

Counterparties with whom the Company transfers risk may be unable or unwilling to do business with the Company.

The Company may not be able to secure financing to meet the liquidity or capital needs of the Company.




56



Item 6.         Exhibits
 
The documents identified below are filed as a part of this report:
 
Index to Exhibits
 
Exhibit Number
Title
Bylaws of Great-West Life & Annuity Insurance Company
Rule 13a-14(a)/15-d14(a) Certification
Rule 13a-14(a)/15-d14(a) Certification
18 U.S.C. 1350 Certification
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Great-West Life & Annuity Insurance Company
 
By:
/s/
Kara Roe
 
Date:
November 14, 2018
 
 
Kara Roe
 
 
 
 
 
Vice President, Controller, and Principal Accounting Officer
 
 
 


57