Exhibit 99.2
Consolidated Statements of Net Income —Unaudited
| | | | | | | | | | | | | | | | | | |
| | | | Three months | | Nine months |
For the period ended September 30 | |
| |
|
(in millions of Canadian dollars, except per share amounts) | | 2002 | | 2001(1) | | 2002 | | 2001(1) |
| |
| |
| |
| |
|
REVENUES | | | | | | | | | | | | | | | | |
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|
|
|
Premiums | | | | | | | | | | | | | | | | |
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|
|
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| Participating insurance and annuities | | $ | 181 | | | $ | 162 | | | $ | 586 | | | $ | 573 | |
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|
|
| Non-participating: | | | | | | | | | | | | | | | | |
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| | Annuities | | | 737 | | | | 611 | | | | 1,787 | | | | 1,705 | |
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| | Individual life and health insurance | | | 134 | | | | 127 | | | | 389 | | | | 385 | |
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|
|
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| | Group life and health insurance | | | 447 | | | | 394 | | | | 1,360 | | | | 1,200 | |
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| | Reinsurance | | | 62 | | | | 41 | | | | 169 | | | | 123 | |
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| | | |
| | | |
| | | |
| |
| | | 1,561 | | | | 1,335 | | | | 4,291 | | | | 3,986 | |
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|
|
|
Net investment income | | | 496 | | | | 452 | | | | 1,554 | | | | 1,575 | |
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|
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|
Fee and other income | | | 131 | | | | 117 | | | | 404 | | | | 344 | |
| | | |
| | | |
| | | |
| | | |
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| | | 2,188 | | | | 1,904 | | | | 6,249 | | | | 5,905 | |
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| | | |
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| | | |
| |
EXPENDITURES | | | | | | | | | | | | | | | | |
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|
Payments to policyholders and beneficiaries | | | | | | | | | | | | | | | | |
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|
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| | Life, health and general benefits | | | 626 | | | | 457 | | | | 1,586 | | | | 1,327 | |
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|
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| | Annuity payments | | | 340 | | | | 314 | | | | 998 | | | | 919 | |
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|
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| | Maturities, surrender payments and other | | | 335 | | | | 405 | | | | 1,025 | | | | 1,336 | |
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|
|
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| | Participating policyholder dividends | | | 73 | | | | 71 | | | | 222 | | | | 220 | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 1,374 | | | | 1,247 | | | | 3,831 | | | | 3,802 | |
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|
|
|
Increase in actuarial liabilities | | | 302 | | | | 217 | | | | 869 | | | | 690 | |
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|
|
|
Commissions | | | 134 | | | | 109 | | | | 381 | | | | 331 | |
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|
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|
General expenses | | | 192 | | | | 177 | | | | 565 | | | | 561 | |
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|
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|
Premium and other taxes | | | 17 | | | | 4 | | | | 49 | | | | 38 | |
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Interest expense | | | 9 | | | | 10 | | | | 29 | | | | 29 | |
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|
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Non-controlling interest in subsidiary(note 3) | | | 8 | | | | — | | | | 17 | | | | — | |
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|
Goodwill expense(note 2(a)(ii)) | | | — | | | | 7 | | | | — | | | | 19 | |
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| | | |
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| |
| | | 2,036 | | | | 1,771 | | | | 5,741 | | | | 5,470 | |
| | | |
| | | |
| | | |
| | | |
| |
Net income before income tax provision | | | 152 | | | | 133 | | | | 508 | | | | 435 | |
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|
|
|
Income tax provision | | | 36 | | | | 39 | | | | 142 | | | | 141 | |
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| | | |
| | | |
| | | |
| |
Net income including participating policyholders’ net income (loss) | | | 116 | | | | 94 | | | | 366 | | | | 294 | |
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|
|
|
Participating policyholders’ net income (loss) | | | — | | | | 3 | | | | — | | | | (10 | ) |
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| | | |
| | | |
| | | |
| |
Shareholders’ net income | | $ | 116 | | | $ | 91 | | | $ | 366 | | | $ | 304 | |
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Preferred share dividends | | | 2 | | | | — | | | | 7 | | | | — | |
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| | | |
| | | |
| | | |
| |
Common shareholders’ net income | | $ | 114 | | | $ | 91 | | | $ | 359 | | | $ | 304 | |
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| | | |
| | | |
| |
Average number of common shares outstanding(millions) | | | | | | | | | | | | | | | | |
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| Basic | | | 160.4 | | | | 160.4 | | | | 160.4 | | | | 160.4 | |
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| Diluted | | | 160.4 | | | | 160.7 | | | | 160.4 | | | | 160.7 | |
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| | | |
| | | |
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Earnings per common share | | | | | | | | | | | | | | | | |
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| Basic | | $ | 0.71 | | | $ | 0.57 | | | $ | 2.24 | | | $ | 1.90 | |
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| Diluted | | $ | 0.71 | | | $ | 0.57 | | | $ | 2.24 | | | $ | 1.89 | |
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| | | |
| | | |
| |
| | (1) As restated, see note 1. |
(See accompanying notes)
Canada Life Financial Corporation — Third Quarter Report 2002 1
Consolidated Balance Sheets —Unaudited
| | | | | | | | | | | | | | |
| | | | As at |
| | | |
|
| | | | September 30 | | December 31 | | September 30(1) |
(in millions of Canadian dollars) | | 2002 | | 2001 | | 2001 |
| |
| |
| |
|
ASSETS | | | | | | | | | | | | |
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|
|
|
General fund | | | | | | | | | | | | |
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|
Invested assets | | | | | | | | | | | | |
|
|
|
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| Bonds | | $ | 20,933 | | | $ | 19,046 | | | $ | 19,073 | |
|
|
|
|
| Mortgages | | | 7,845 | | | | 7,996 | | | | 7,947 | |
|
|
|
|
| Common and preferred stocks | | | 1,960 | | | | 2,475 | | | | 2,361 | |
|
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| Real estate | | | 1,050 | | | | 941 | | | | 964 | |
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| Policy loans | | | 1,124 | | | | 1,070 | | | | 1,036 | |
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| Short-term investments | | | 125 | | | | 149 | | | | 150 | |
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| Cash and cash equivalents | | | 1,705 | | | | 993 | | | | 545 | |
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| Other | | | 519 | | | | 775 | | | | 612 | |
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| | | |
| | | |
| |
Total invested assets | | | 35,261 | | | | 33,445 | | | | 32,688 | |
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|
|
|
Premiums receivable | | | 132 | | | | 123 | | | | 136 | |
|
|
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|
Investment income due and accrued | | | 434 | | | | 369 | | | | 473 | |
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|
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Goodwill(note 2(a)(ii)) | | | 137 | | | | 137 | | | | 143 | |
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Other assets | | | 699 | | | | 877 | | | | 886 | |
| | | |
| | | |
| | | |
| |
Total general fund | | $ | 36,663 | | | $ | 34,951 | | | $ | 34,326 | |
| | | |
| | | |
| | | |
| |
Segregated funds | | $ | 20,776 | | | $ | 22,090 | | | $ | 20,093 | |
| | | |
| | | |
| | | |
| |
LIABILITIES AND EQUITY | | | | | | | | | | | | |
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General fund | | | | | | | | | | | | |
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Policy liabilities | | | | | | | | | | | | |
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| Actuarial liabilities | | $ | 27,835 | | | $ | 27,169 | | | $ | 26,835 | |
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|
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| Benefits payable and provision for unreported claims | | | 680 | | | | 645 | | | | 537 | |
|
|
|
|
| Policyholders’ amounts left on deposit | | | 444 | | | | 426 | | | | 419 | |
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|
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| Provision for future policyholder dividends and experience rating refunds | | | 377 | | | | 372 | | | | 362 | |
| | | |
| | | |
| | | |
| |
Total policy liabilities | | | 29,336 | | | | 28,612 | | | | 28,153 | |
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|
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|
Net deferred gains | | | 1,458 | | | | 1,491 | | | | 1,471 | |
|
|
|
|
Other liabilities | | | 1,050 | | | | 875 | | | | 894 | |
| | | |
| | | |
| | | |
| |
| | | 31,844 | | | | 30,978 | | | | 30,518 | |
| | | |
| | | |
| | | |
| |
Subordinated debentures | | | 550 | | | | 550 | | | | 550 | |
| | | |
| | | |
| | | |
| |
Non-controlling interest in subsidiary(note 3) | | | 450 | | | | — | | | | — | |
| | | |
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| |
Equity | | | | | | | | | | | | |
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| Participating policyholders’ equity | | | 43 | | | | 40 | | | | 34 | |
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| Shareholders’ equity | | | | | | | | | | | | |
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| | Preferred shares(note 4) | | | 145 | | | | 145 | | | | — | |
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| | Common shares(note 4) | | | 317 | | | | 317 | | | | 317 | |
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| | Total retained earnings | | | 3,314 | | | | 2,921 | | | | 2,907 | |
| | | |
| | | |
| | | |
| |
Total equity | | | 3,819 | | | | 3,423 | | | | 3,258 | |
| | | |
| | | |
| | | |
| |
Total general fund | | $ | 36,663 | | | $ | 34,951 | | | $ | 34,326 | |
| | | |
| | | |
| | | |
| |
Segregated funds | | $ | 20,776 | | | $ | 22,090 | | | $ | 20,093 | |
| | | |
| | | |
| | | |
| |
| | (1)As restated, see note 1. |
(See accompanying notes)
Canada Life Financial Corporation — Third Quarter Report 2002 2
Consolidated Statements of Equity- Unaudited
| | | | | | | | | |
For the nine months ended September 30(in millions of Canadian dollars) | | 2002 | | 2001(1) |
| |
| |
|
PARTICIPATING POLICYHOLDERS’ EQUITY | | | | | | | | |
|
|
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|
| Balance, beginning of period | | $ | 41 | | | $ | 45 | |
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|
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|
| Participating policyholders’ net loss | | | — | | | | (10 | ) |
| | | |
| | | |
| |
| Balance, end of period | | | 41 | | | | 35 | |
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| | | |
| |
Currency translation account | | | | | | | | |
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|
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|
| Balance, beginning of period | | | (1 | ) | | | (1 | ) |
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| Change for the period | | | 3 | | | | — | |
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| | | |
| |
| Balance, end of period | | | 2 | | | | (1 | ) |
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| | | |
| |
Total participating policyholders’ equity | | $ | 43 | | | $ | 34 | |
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| |
SHAREHOLDERS’ EQUITY | | | | | | | | |
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Share capital | | | | | | | | |
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Preferred shares | | | | | | | | |
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| Balance, beginning and end of period | | $ | 145 | | | $ | — | |
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Common shares | | | | | | | | |
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| Balance, beginning and end of period | | $ | 317 | | | $ | 317 | |
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| |
Retained earnings | | | | | | | | |
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| Balance, beginning of period | | $ | 2,910 | | | $ | 2,652 | |
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| Shareholders’ net income | | | 366 | | | | 304 | |
|
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| Dividends paid to preferred shareholders | | | (7 | ) | | | — | |
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|
| Dividends paid to common shareholders | | | (72 | ) | | | (63 | ) |
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| Issuance costs(note 3) | | | (5 | ) | | | — | |
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| Balance, end of period | | | 3,192 | | | | 2,893 | |
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Currency translation account | | | | | | | | |
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| Balance, beginning of period | | | 11 | | | | (77 | ) |
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| Change for the period | | | 111 | | | | 91 | |
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| Balance, end of period | | | 122 | | | | 14 | |
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Total retained earnings | | $ | 3,314 | | | $ | 2,907 | |
| | | |
| | | |
| |
Total equity | | $ | 3,819 | | | $ | 3,258 | |
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| | | |
| |
| | (1) As restated, see note 1. |
(see accompanying notes)
Canada Life Financial Corporation — Third Quarter Report 2002 3
Consolidated Statements of Cash Flows- Unaudited
| | | | | | | | | | | | | | | | | |
| | | Three months | | Nine months |
For the period ended September 30 | |
| |
|
(in millions of Canadian dollars) | | 2002 | | 2001(1) | | 2002 | | 2001(1) |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | | | | |
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|
|
Net income including participating policyholders’ net income (loss) | | $ | 116 | | | $ | 94 | | | $ | 366 | | | $ | 294 | |
|
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|
Items not affecting cash and cash equivalents | | | | | | | | | | | | | | | | |
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| Increase in actuarial liabilities and other policy liabilities | | | 290 | | | | 268 | | | | 226 | | | | 769 | |
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| Amortization of net deferred gains and amortization of net discounts on bonds and mortgages | | | (43 | ) | | | 14 | | | | (155 | ) | | | (119 | ) |
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| Other, including future income taxes | | | (6 | ) | | | 24 | | | | 1 | | | | 95 | |
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| | | 357 | | | | 400 | | | | 438 | | | | 1,039 | |
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| | | |
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| |
Net change in other operating assets and liabilities | | | | | | | | | | | | | | | | |
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| Other assets | | | 146 | | | | (74 | ) | | | 63 | | | | (81 | ) |
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| Other liabilities | | | (117 | ) | | | (98 | ) | | | 159 | | | | (115 | ) |
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| |
| | | 29 | | | | (172 | ) | | | 222 | | | | (196 | ) |
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Increase due to operating activities | | | 386 | | | | 228 | | | | 660 | | | | 843 | |
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CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | | | | |
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|
Sales, maturities and scheduled redemptions of: | | | | | | | | | | | | | | | | |
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| Bonds | | | 3,121 | | | | 6,680 | | | | 11,101 | | | | 13,896 | |
|
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| Mortgages | | | 507 | | | | 442 | | | | 1,449 | | | | 1,353 | |
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| Common and preferred stocks | | | 254 | | | | 126 | | | | 996 | | | | 435 | |
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| Real estate | | | 4 | | | | 7 | | | | 36 | | | | 24 | |
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| Other investments | | | 130 | | | | 53 | | | | 317 | | | | 103 | |
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Purchases of: | | | | | | | | | | | | | | | | |
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| Bonds | | | (3,110 | ) | | | (7,104 | ) | | | (12,414 | ) | | | (14,803 | ) |
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| Mortgages | | | (483 | ) | | | (507 | ) | | | (1,236 | ) | | | (1,513 | ) |
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| Common and preferred stocks | | | (221 | ) | | | (114 | ) | | | (479 | ) | | | (773 | ) |
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| Real estate | | | (5 | ) | | | (31 | ) | | | (81 | ) | | | (104 | ) |
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| Other investments | | | (17 | ) | | | (31 | ) | | | (54 | ) | | | (120 | ) |
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Net short-term investments | | | 9 | | | | (22 | ) | | | 24 | | | | 218 | |
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|
Net policy loans | | | (8 | ) | | | 2 | | | | (54 | ) | | | (16 | ) |
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| | | |
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| |
Increase (decrease) due to investing activities | | | 181 | | | | (499 | ) | | | (395 | ) | | | (1,300 | ) |
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| |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | | | | |
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|
Issuance of Canada Life Capital Securities, net(note 3) | | | — | | | | — | | | | 445 | | | | — | |
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Dividends paid to shareholders | | | (26 | ) | | | (21 | ) | | | (79 | ) | | | (63 | ) |
| | |
| | | |
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| |
Increase (decrease) due to financing activities | | | (26 | ) | | | (21 | ) | | | 366 | | | | (63 | ) |
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| | | |
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| |
Effect of changes in exchange rates on cash and cash equivalents | | | 85 | | | | 33 | | | | 81 | | | | 14 | |
| | |
| | | |
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| |
Net increase (decrease) in cash and cash equivalents for the period | | | 626 | | | | (259 | ) | | | 712 | | | | (506 | ) |
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|
Cash and cash equivalents, beginning of period | | | 1,079 | | | | 804 | | | | 993 | | | | 1,051 | |
| | |
| | | |
| | | |
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| |
Cash and cash equivalents, end of period | | $ | 1,705 | | | $ | 545 | | | $ | 1,705 | | | $ | 545 | |
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| | | |
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| |
Supplementary disclosure of cash flow information: | | | | | | | | | | | | | | | | |
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|
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|
| Interest paid on subordinated debentures, other liabilities and Canada Life Capital Securities | | $ | 17 | | | $ | 10 | | | $ | 46 | | | $ | 29 | |
|
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|
| Income taxes paid, net of refunds | | $ | 30 | | | $ | 74 | | | $ | 81 | | | $ | 152 | |
| | |
| | | |
| | | |
| | | |
| |
| | (1) As restated, see note 1. |
(see accompanying notes)
Canada Life Financial Corporation — Third Quarter Report 2002 4
Consolidated Statements of Changes in Segregated Funds —Unaudited
| | | | | | | | | | | | | | | | |
| | Three months | | Nine months |
For the period ended September 30 | |
| |
|
(in millions of Canadian dollars) | | 2002 | | 2001 | | 2002 | | 2001 |
| |
| |
| |
| |
|
ADDITIONS TO SEGREGATED FUNDS | | | | | | | | | | | | | | | | |
|
|
|
|
Deposits and transfers from the general fund | | $ | 862 | | | $ | 917 | | | $ | 2,795 | | | $ | 2,990 | |
|
|
|
|
Reclassifications from the general fund and transfer of seed money | | | — | | | | — | | | | 664 | | | | — | |
|
|
|
|
Net investment income | | | 110 | | | | 73 | | | | 338 | | | | 253 | |
|
|
|
|
Impact of change in currency exchange rates | | | 846 | | | | 1,089 | | | | 966 | | | | 405 | |
| | |
| | | |
| | | |
| | | |
| |
| | | 1,818 | | | | 2,079 | | | | 4,763 | | | | 3,648 | |
| | |
| | | |
| | | |
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| |
DEDUCTIONS FROM SEGREGATED FUNDS | | | | | | | | | | | | | | | | |
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|
|
|
Withdrawals, benefit payments and transfers to the general fund | | | 578 | | | | 422 | | | | 1,758 | | | | 1,615 | |
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|
Operating expenses | | | 89 | | | | 97 | | | | 291 | | | | 280 | |
|
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|
|
Tax recovery | | | (3 | ) | | | (76 | ) | | | (13 | ) | | | (123 | ) |
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|
|
|
Net decrease in fair value of investments | | | 2,307 | | | | 2,648 | | | | 4,041 | | | | 4,166 | |
| | |
| | | |
| | | |
| | | |
| |
| | | 2,971 | | | | 3,091 | | | | 6,077 | | | | 5,938 | |
| | |
| | | |
| | | |
| | | |
| |
Net deduction from segregated funds for the period | | | (1,153 | ) | | | (1,012 | ) | | | (1,314 | ) | | | (2,290 | ) |
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|
|
|
Segregated funds, beginning of period | | | 21,929 | | | | 21,105 | | | | 22,090 | | | | 22,383 | |
| | |
| | | |
| | | |
| | | |
| |
Segregated funds, end of period | | $ | 20,776 | | | $ | 20,093 | | | $ | 20,776 | | | $ | 20,093 | |
| | |
| | | |
| | | |
| | | |
| |
(see accompanying notes)
Consolidated Statements of Segregated Funds Net Assets —Unaudited
| | | | | | | | | | | | |
| | As at |
| |
|
| | September 30 | | December 31 | | September 30 |
(in millions of Canadian dollars) | | 2002 | | 2001 | | 2001 |
| |
| |
| |
|
Bonds | | $ | 2,553 | | | $ | 2,219 | | | $ | 2,445 | |
|
|
|
|
Mortgages | | | 8 | | | | 8 | | | | 8 | |
|
|
|
|
Common and preferred stocks | | | 15,800 | | | | 17,769 | | | | 15,637 | |
|
|
|
|
Real estate | | | 874 | | | | 788 | | | | 765 | |
|
|
|
|
Cash and short-term investments | | | 1,715 | | | | 1,536 | | | | 1,334 | |
|
|
|
|
Investment income due and accrued | | | 30 | | | | 20 | | | | 40 | |
|
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|
|
Tax asset (liability) | | | (26 | ) | | | (61 | ) | | | 41 | |
|
|
|
|
Due to brokers and others | | | (178 | ) | | | (189 | ) | | | (177 | ) |
| | |
| | | |
| | | |
| |
| | $ | 20,776 | | | $ | 22,090 | | | $ | 20,093 | |
| | |
| | | |
| | | |
| |
Canada Life Financial Corporation — Third Quarter Report 2002 5
Notes to the Interim Consolidated Financial Statements — Unaudited
For the three and nine months ended September 30, 2002
1. | | ACCOUNTING POLICIES — AS PER THE 2001 ANNUAL REPORT |
|
| | The interim Consolidated Financial Statements for Canada Life Financial Corporation (the Company) should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2001, as set out in the 2001 Annual Report. The significant accounting policies followed in the preparation of these interim Consolidated Financial Statements are consistent with those found in the 2001 Annual Report except as described in note 2 below. |
|
| | During the fourth quarter of 2001, the Company adopted the new Standards of Practice for the Valuation of Policy Liabilities of Life Insurers issued by the Canadian Institute of Actuaries. For further information see note 2(a) to the Consolidated Financial Statements included in the 2001 Annual Report. This change has resulted in an increase in shareholders’ net income of $16 million and $39 million for the three and nine months ended September 30, 2001, respectively, and a decrease of $181 million in shareholders’ equity as at September 30, 2001 from what was originally reported. |
|
2. | | ACCOUNTING POLICY AND OTHER CHANGES |
|
(a) | | Accounting Policy Changes |
|
(i) | | Stock-based Compensation and Other Stock-based Payments |
|
| | Effective January 1, 2002, the Company adopted the Canadian Institute of Chartered Accountants’ (CICA) new recommendations for Stock-based Compensation and Other Stock-based Payments, which allow for the use of either the fair value or intrinsic value methods to account for certain stock-based compensation agreements. The Company has adopted these recommendations retroactively without restatement of prior periods as the restatements are not material to the Consolidated Financial Statements. The Company uses the intrinsic value method of accounting for such awards, under which no compensation expense is recognized for stock options where the exercise price is equivalent to the closing market price of the Company’s shares on the Toronto Stock Exchange the day prior to the option grant date. The new recommendations also require that stock appreciation rights (SARs) that can be settled in cash be recorded as liabilities for the excess of the market value of the shares over the exercise price. |
|
(ii) | | Business Combinations, Goodwill and Other Intangible Assets |
|
| | Effective January 1, 2002, the Company adopted prospectively the new recommendations for Goodwill and Other Intangible Assets issued by the CICA. Under the new recommendations, all goodwill and intangible assets with indefinite lives ceased to be amortized to shareholders’ net income. Goodwill and intangible assets with indefinite lives are subject to a periodic impairment review to test whether the fair value remains greater than, or equal to, book value. Any excess of book value over fair value is charged to general expenses on the Consolidated Statements of Net Income in the period in which the impairment has been determined. The Company has completed its impairment testing on the goodwill balance as at December 31, 2001 and determined that goodwill is not impaired. |
|
| | Amortization of goodwill for the three months ended September 30, 2001 was $7 million and for the nine months ended September 30, 2001 was $19 million. Adoption of this standard has resulted in a $7 million decrease in expenses for the three months ended September 30 and a $19 million decrease in expenses for the nine months ended September 30 as goodwill was not amortized in 2002. Excluding the goodwill expense, the shareholders’ net income for the three months ended September 30, 2001 would have been $98 million and for the nine months ended September 30, 2001 would have been $323 million, resulting in an increase in both basic and diluted earnings per share of $0.04 and $0.12, respectively. |
|
(b) | | Other Changes |
|
(i) | | Valuation of invested assets held for the general fund |
|
| | In the third quarter of 2002, the Company changed the application of the rate used for the moving average market method for stocks and real estate portfolios in accordance with the requirements of the Office of the Superintendent of Financial Institutions, Canada. The fair value adjustment of the difference between the carrying value and period-end fair value and the amortization of net realized gains and losses have been changed from 15% per annum to 5% per quarter for stocks and from 10% per annum to 3% per quarter for real estate. The Company has adopted this change in estimate in the third quarter on a prospective basis. The impact of this change on these interim Consolidated Financial Statements was not material. |
Canada Life Financial Corporation — Third Quarter Report 2002 6
3. | | NON-CONTROLLING INTEREST IN SUBSIDIARY |
|
| | On March 14, 2002, Canada Life Capital Trust (CLCT), a trust established under the laws of Ontario by The Canada Trust Company and administered by The Canada Life Assurance Company (CLA), issued $450 million of non-voting Canada Life Capital Securities (CLiCS). CLCT issued $300 million of non-voting CLiCS — Series A and $150 million of non-voting CLiCS — Series B which qualify as Tier 1 capital for Canadian regulatory purposes. Holders of the CLiCS - Series A and CLiCS — Series B will be entitled to receive semi-annual, non-cumulative fixed cash distributions of $33.395 and $37.645 per $1,000 of CLiCS respectively, representing respective annual yields of 6.679% and 7.529% of the $1,000 initial issue price, payable out of CLCT’s net distributable funds. Subject to regulatory approval, CLCT may redeem any series of CLiCS, in whole or in part, at any time on or after September 30, 2007, and in certain limited circumstances, may also redeem all but not less than all of the CLiCS prior to September 30, 2007. The holders of the CLiCS will have the right at any time to surrender each $1,000 face amount of CLiCS and to receive from CLCT in exchange, in the case of CLiCS — Series A, 40 newly issued CLA Class A Shares Series 2, or in the case of CLiCS — Series B, 40 newly issued CLA Class A Shares Series 4, subject to compliance with the declaration of trust governing CLCT. |
|
| | Pursuant to the share exchange agreement, the Company and CLA agreed that if CLCT fails to pay on any regular distribution date the required cash distributions on the CLiCS in full, CLA would not pay dividends on any of its public preferred shares that may be outstanding. If there are no public preferred shares of CLA outstanding, the Company will not pay dividends on any of its preferred and common shares. As at September 30, 2002, CLA did not have any public preferred shares outstanding. In each case, the ability to restart distributions on the CLiCS and dividend payments to the public depends on the resumption of dividend payments on the CLA Class A Shares Series 1. |
|
| | In addition, as long as any CLiCS are outstanding, and provided that CLA does not have outstanding public preferred shares, the Company will not declare or pay dividends on outstanding preferred and common shares unless CLA has declared and paid a dividend on the CLA Class A Shares Series 1. |
|
| | The non-controlling interest in subsidiary on the Consolidated Balance Sheets consists of $450 million in CLiCS issued by CLCT. |
|
4. | | SHARE CAPITAL |
|
(a) | | Authorized: |
| (i) | | Preferred shares |
|
| | | There is an unlimited number of authorized non-voting preferred shares without nominal or par value, issuable in series. The Company’s by-laws authorize the Board of Directors, prior to the issue of any series of preferred shares, to fix the number of shares in, and to designate the rights, privileges, restrictions and conditions of each series, subject to the provisions of the Company’s by-laws and the Insurance Companies Act (Canada). |
|
| (ii) | | Common shares |
|
| | | There is an unlimited number of authorized voting common shares without nominal or par value. |
(b) | | Issued and outstanding: |
| | | | | | | | | | | | | | | | |
As at September 30 | | | | | | | | | | | | | | | | |
(in millions) | | 2002 | | 2001 |
| |
| |
|
| | Number of | | Share | | Number of | | Share |
| | shares | | value | | shares | | value |
| |
| |
| |
| |
|
Preferred shares | | | | | | | | | | | | | | | | |
|
|
|
|
Balance, beginning and end of period | | | 6.0 | | | $ | 145 | | | | — | | | $ | — | |
| | |
| | | |
| | | |
| | | |
| |
Common shares | | | | | | | | | | | | | | | | |
|
|
|
|
Balance, beginning and end of period | | | 160.4 | | | $ | 317 | | | | 160.4 | | | $ | 317 | |
| | |
| | | |
| | | |
| | | |
| |
Canada Life Financial Corporation — Third Quarter Report 2002 7
5. | | STOCK-BASED COMPENSATION |
|
| | In 2001, the Company introduced a directors share purchase plan, a deferred stock unit plan, and an employee stock purchase plan. Information concerning these plans, in addition to the stock option plan, is included in note 14 to the Consolidated Financial Statements included in the 2001 Annual Report. |
|
| | A summary of the Company’s outstanding stock options is as follows: |
| | | | | | | | | | | | | | | | |
For the nine months ended September 30 | | 2002 | | 2001 |
| |
| |
|
| | Number of | | Weighted average | | Number of | | Weighted average |
| | stock options | | exercise price | | stock options | | exercise price |
| |
| |
| |
| |
|
Outstanding, beginning of period | | | 2,046,410 | | | $ | 39.86 | | | | 962,046 | | | $ | 36.95 | |
|
|
|
|
Granted | | | 1,054,762 | | | | 43.10 | | | | 1,107,339 | | | | 42.22 | |
|
|
|
|
Exercised | | | 9,679 | | | | 36.95 | | | | — | | | | — | |
|
|
|
|
Forfeited | | | 108,219 | | | | 40.32 | | | | 51,953 | | | | 39.61 | |
| | |
| | | |
| | | |
| | | |
| |
Outstanding, end of period | | | 2,983,274 | | | $ | 40.99 | | | | 2,017,432 | | | $ | 39.77 | |
| | |
| | | |
| | | |
| | | |
| |
Exercisable, end of period | | | 546,218 | | | $ | 39.88 | | | | 48,000 | | | $ | 36.95 | |
| | |
| | | |
| | | |
| | | |
| |
Available for grant | | | 5,007,047 | | | | | | | | 5,982,568 | | | | | |
| | |
| | | | | | | |
| | | | | |
| | The stock options outstanding and exercisable as at September 30, 2002, by exercise price, were as follows: |
| | | | | | | | | | | | | | | | | | | | |
| | Options outstanding | | Options exercisable |
| |
| |
|
| | | | | | Weighted average | | | | | | | | | | | | |
| | | | | | remaining | | Weighted | | | | | | Weighted |
Range of exercise | | Number of | | contractual life | | average | | Number of | | average exercise |
prices | | stock options | | (years) | | exercise price | | stock options | | price |
| |
| |
| |
| |
| |
|
$34.05 to $38.55 | | | 877,946 | | | | 8.12 | | | $ | 36.93 | | | | 246,017 | | | $ | 36.95 | |
|
|
|
|
$38.56 to $43.06 | | | 1,068,085 | | | | 8.39 | | | $ | 42.24 | | | | 300,201 | | | $ | 42.28 | |
|
|
|
|
$43.07 to $47.57 | | | 1,037,243 | | | | 9.36 | | | $ | 43.15 | | | | — | | | | — | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 2,983,274 | | | | | | | $ | 40.99 | | | | 546,218 | | | $ | 39.88 | |
| | |
| | | | | | | |
| | | |
| | | |
| |
| | Under the fair value method of accounting for stock options, the fair value is estimated at the grant date and the total fair value of the stock options is amortized over the vesting periods as compensation expense. The weighted average fair value of stock options at the grant date for the nine months ended September 30, 2002 was estimated to be $14.04 per stock option using the Black-Scholes option pricing model. The pricing model assumes the following weighted average information: risk-free interest rate of 5%, an expected life of seven years, an expected common share volatility of 24.4% and an expected dividend yield of 1.20%. Had the Company used the fair value method to measure compensation, the common shareholders’ net income, earnings per common share and diluted earnings per common share for the three months ended September 30, 2002 would have been reduced by $2 million, $0.01 and $0.01, respectively, and for the nine months ended September 30, 2002, would have been reduced by $5 million, $0.03 and $0.03, respectively. |
|
| | The Company recognizes compensation expense for those stock options that have been awarded SARs in tandem based on the excess of the market value over the exercise price. The Company expects the SARs to be settled in cash and, therefore, accrues compensation expense on SARs over the vesting period equal to the excess of quoted market price at the balance sheet date over the exercise price. |
|
| | Total compensation expense, included in general expenses on the Consolidated Statements of Net Income, for the three and nine months ended September 30, 2002 was not material. |
Canada Life Financial Corporation — Third Quarter Report 2002 8
6. | | SEGMENTED INFORMATION |
|
| | The Company is a diversified international life insurance enterprise offering a wide range of protection and wealth management products to individuals and groups, through operating divisions in Canada, the United Kingdom, the United States, the Republic of Ireland, and an International and Reinsurance Division. In addition, there is a corporate group that manages invested assets, provides certain administrative services for the operating divisions and is responsible for capital management. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | International | | | | | | | | |
| | | | | | United | | United | | Republic | | and | | | | | | | | |
For the three months ended September 30 | | Canadian | | Kingdom | | States | | of Ireland | | Reinsurance | | Corporate | | | | |
(in millions of Canadian dollars) | | Division | | Division | | Division | | Division | | Division | | Division | | Total |
| |
| |
| |
| |
| |
| |
| |
|
2002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
GENERAL FUND | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Premiums | | $ | 541 | | | $ | 422 | | | $ | 459 | | | $ | 38 | | | $ | 101 | | | $ | — | | | $ | 1,561 | |
|
|
|
|
Net investment income | | | 209 | | | | 74 | | | | 175 | | | | 12 | | | | 17 | | | | 9 | | | | 496 | |
|
|
|
|
Fee and other income | | | 43 | | | | 65 | | | | 2 | | | | 20 | | | | 1 | | | | — | | | | 131 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 793 | | | | 561 | | | | 636 | | | | 70 | | | | 119 | | | | 9 | | | | 2,188 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Expenditures | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Payment to policyholders and beneficiaries | | | 501 | | | | 322 | | | | 461 | | | | 21 | | | | 69 | | | | — | | | | 1,374 | |
|
|
|
|
Increase in actuarial liabilities | | | 83 | | | | 126 | | | | 73 | | | | 3 | | | | 17 | | | | — | | | | 302 | |
|
|
|
|
General expenses, commissions, premium and other taxes and interest expense | | | 132 | | | | 69 | | | | 72 | | | | 40 | | | | 31 | | | | 16 | | | | 360 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 716 | | | | 517 | | | | 606 | | | | 64 | | | | 117 | | | | 16 | | | | 2,036 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Net income (loss) before income tax provision (recovery) | | | 77 | | | | 44 | | | | 30 | | | | 6 | | | | 2 | | | | (7 | ) | | | 152 | |
|
|
|
|
Income tax provision (recovery) | | | 30 | | | | — | | | | 10 | | | | — | | | | (1 | ) | | | (3 | ) | | | 36 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Net income (loss) including participating policyholders’ net income (loss) | | | 47 | | | | 44 | | | | 20 | | | | 6 | | | | 3 | | | | (4 | ) | | | 116 | |
|
|
|
|
Participating policyholders’ net income (loss) | | | — | | | | — | | | | (1 | ) | | | 1 | | | | — | | | | — | | | | — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Shareholders’ net income (loss) | | $ | 47 | | | $ | 44 | | | $ | 21 | | | $ | 5 | | | $ | 3 | | | $ | (4 | ) | | $ | 116 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
SEGREGATED FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Deposits | | $ | 249 | | | $ | 370 | | | $ | 67 | | | $ | 176 | | | $ | — | | | $ | — | | | $ | 862 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
2001 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
GENERAL FUND | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Premiums | | $ | 457 | | | $ | 269 | | | $ | 450 | | | $ | 78 | | | $ | 81 | | | $ | — | | | $ | 1,335 | |
|
|
|
|
Net investment income | | | 216 | | | | 40 | | | | 169 | | | | — | | | | 17 | | | | 10 | | | | 452 | |
|
|
|
|
Fee and other income | | | 46 | | | | 51 | | | | 4 | | | | 14 | | | | 2 | | | | — | | | | 117 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 719 | | | | 360 | | | | 623 | | | | 92 | | | | 100 | | | | 10 | | | | 1,904 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Expenditures | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Payment to policyholders and beneficiaries | | | 476 | | | | 247 | | | | 424 | | | | 20 | | | | 80 | | | | — | | | | 1,247 | |
|
|
|
|
Increase in actuarial liabilities | | | 38 | | | | 20 | | | | 112 | | | | 36 | | | | 11 | | | | — | | | | 217 | |
|
|
|
|
General expenses, commissions, premium and other taxes, interest expense and goodwill | | | 119 | | | | 64 | | | | 71 | | | | 16 | | | | 27 | | | | 10 | | | | 307 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 633 | | | | 331 | | | | 607 | | | | 72 | | | | 118 | | | | 10 | | | | 1,771 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Net income (loss) before income tax provision (recovery) | | | 86 | | | | 29 | | | | 16 | | | | 20 | | | | (18 | ) | | | — | | | | 133 | |
|
|
|
|
Income tax provision (recovery) | | | 37 | | | | 1 | | | | 3 | | | | 5 | | | | (7 | ) | | | — | | | | 39 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Net income (loss) including participating policyholders’ net income (loss) | | | 49 | | | | 28 | | | | 13 | | | | 15 | | | | (11 | ) | | | — | | | | 94 | |
|
|
|
|
Participating policyholders’ net income (loss) | | | 1 | | | | — | | | | (1 | ) | | | 2 | | | | 1 | | | | — | | | | 3 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Shareholders’ net income (loss) | | $ | 48 | | | $ | 28 | | | $ | 14 | | | $ | 13 | | | $ | (12 | ) | | $ | — | | | $ | 91 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
SEGREGATED FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Deposits | | $ | 307 | | | $ | 513 | | | $ | 12 | | | $ | 84 | | | $ | 1 | | | $ | — | | | $ | 917 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Canada Life Financial Corporation — Third Quarter Report 2002 9
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | International | | | | | | | | |
| | | | | | United | | United | | Republic | | and | | | | | | | | |
For the nine months ended September 30 | | Canadian | | Kingdom | | States | | of Ireland | | Reinsurance | | Corporate | | | | |
(in millions of Canadian dollars) | | Division | | Division | | Division | | Division | | Division | | Division | | Total |
| |
| |
| |
| |
| |
| |
| |
|
2002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
GENERAL FUND | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Premiums | | $ | 1,478 | | | $ | 1,080 | | | $ | 1,351 | | | $ | 105 | | | $ | 277 | | | $ | — | | | $ | 4,291 | |
|
|
|
|
Net investment income | | | 649 | | | | 251 | | | | 531 | | | | 38 | | | | 49 | | | | 36 | | | | 1,554 | |
|
|
|
|
Fee and other income | | | 137 | | | | 174 | | | | 15 | | | | 74 | | | | 4 | | | | — | | | | 404 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 2,264 | | | | 1,505 | | | | 1,897 | | | | 217 | | | | 330 | | | | 36 | | | | 6,249 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Expenditures | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
Payment to policyholders and beneficiaries | | | 1,512 | | | | 757 | | | | 1,314 | | | | 61 | | | | 187 | | | | — | | | | 3,831 | |
|
|
|
|
Increase in actuarial liabilities | | | 121 | | | | 431 | | | | 262 | | | | 24 | | | | 31 | | | | — | | | | 869 | |
|
|
|
|
General expenses, commissions, premium and other taxes and interest expense | | | 403 | | | | 187 | | | | 210 | | | | 102 | | | | 95 | | | | 44 | | | | 1,041 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | 2,036 | | | | 1,375 | | | | 1,786 | | | | 187 | | | | 313 | | | | 44 | | | | 5,741 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Net income (loss) before income tax provision (recovery) | | | 228 | | | | 130 | | | | 111 | | | | 30 | | | | 17 | | | | (8 | ) | | | 508 | |
|
|
|
|
Income tax provision (recovery) | | | 88 | | | | 15 | | | | 38 | | | | 5 | | | | 3 | | | | (7 | ) | | | 142 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Net income (loss) including participating policyholders’ net income (loss) | | | 140 | | | | 115 | | | | 73 | | | | 25 | | | | 14 | | | | (1 | ) | | | 366 | |
|
|
|
|
Participating policyholders’ net income (loss) | | | — | | | | — | | | | (1 | ) | | | 1 | | | | — | | | | — | | | | — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Shareholders’ net income (loss) | | $ | 140 | | | $ | 115 | | | $ | 74 | | | $ | 24 | | | $ | 14 | | | $ | (1 | ) | | $ | 366 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Total assets | | $ | 14,181 | | | $ | 9,019 | | | $ | 11,102 | | | $ | 1,162 | | | $ | 1,199 | | | $ | — | | | $ | 36,663 | |
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SEGREGATED FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Deposits | | $ | 1,019 | | | $ | 1,142 | | | $ | 138 | | | $ | 495 | | | $ | 1 | | | $ | — | | | $ | 2,795 | |
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Total assets | | $ | 7,038 | | | $ | 10,279 | | | $ | 629 | | | $ | 2,826 | | | $ | 4 | | | $ | — | | | $ | 20,776 | |
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2001 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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GENERAL FUND | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Premiums | | $ | 1,407 | | | $ | 773 | | | $ | 1,273 | | | $ | 295 | | | $ | 238 | | | $ | — | | | $ | 3,986 | |
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Net investment income | | | 688 | | | | 255 | | | | 512 | | | | 39 | | | | 48 | | | | 33 | | | | 1,575 | |
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Fee and other income | | | 129 | | | | 158 | | | | 12 | | | | 42 | | | | 3 | | | | — | | | | 344 | |
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| | | 2,224 | | | | 1,186 | | | | 1,797 | | | | 376 | | | | 289 | | | | 33 | | | | 5,905 | |
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Expenditures | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Payment to policyholders and beneficiaries | | | 1,527 | | | | 698 | | | | 1,304 | | | | 80 | | | | 193 | | | | — | | | | 3,802 | |
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Increase in actuarial liabilities | | | 86 | | | | 175 | | | | 223 | | | | 178 | | | | 28 | | | | — | | | | 690 | |
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General expenses, commissions, premium and other taxes, interest expense and goodwill | | | 387 | | | | 207 | | | | 203 | | | | 80 | | | | 73 | | | | 28 | | | | 978 | |
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| | | 2,000 | | | | 1,080 | | | | 1,730 | | | | 338 | | | | 294 | | | | 28 | | | | 5,470 | |
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Net income (loss) before income tax provision (recovery) | | | 224 | | | | 106 | | | | 67 | | | | 38 | | | | (5 | ) | | | 5 | | | | 435 | |
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Income tax provision (recovery) | | | 101 | | | | 14 | | | | 18 | | | | 10 | | | | (4 | ) | | | 2 | | | | 141 | |
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Net income (loss) including participating policyholders’ net income (loss) | | | 123 | | | | 92 | | | | 49 | | | | 28 | | | | (1 | ) | | | 3 | | | | 294 | |
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Participating policyholders’ net income (loss) | | | — | | | | — | | | | (12 | ) | | | 1 | | | | 1 | | | | — | | | | (10 | ) |
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Shareholders’ net income (loss) | | $ | 123 | | | $ | 92 | | | $ | 61 | | | $ | 27 | | | $ | (2 | ) | | $ | 3 | | | $ | 304 | |
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Total assets | | $ | 13,989 | | | $ | 7,288 | | | $ | 10,710 | | | $ | 1,500 | | | $ | 839 | | | $ | — | | | $ | 34,326 | |
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SEGREGATED FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Deposits | | $ | 1,080 | | | $ | 1,515 | | | $ | 31 | | | $ | 363 | | | $ | 1 | | | $ | — | | | $ | 2,990 | |
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Total assets | | $ | 7,252 | | | $ | 10,246 | | | $ | 680 | | | $ | 1,911 | | | $ | 4 | | | $ | — | | | $ | 20,093 | |
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7. | | SUBSEQUENT EVENT |
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| | On October 1, 2002 the Company completed its agreement with Royal & SunAlliance Insurance Group plc to acquire its group life and long term disability insurance business in the United Kingdom. Effective October 1, 2002, the Company reinsured the group insurance risks. Formal transfer of the business will occur after court approval, expected in mid- 2003. This acquisition has a purchase price of approximately $150 million. |
Canada Life Financial Corporation — Third Quarter Report 2002 10