UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
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| o | 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)
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| 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)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
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 o
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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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.
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Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Act. Yes o No x
As of June 30, 2014, the aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant was $0.
As of February 1, 2015, 7,032,000 shares of the registrant’s common stock were outstanding, all of which were owned by the registrant’s parent company.
Table of Contents
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| | Part I | |
| Item 1 | | |
| Item 1A | | |
| Item 1B | | |
| Item 2 | | |
| Item 3 | | |
| Item 4 | | |
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| | Part II | |
| Item 5 | | |
| Item 6 | | |
| Item 7 | | |
| Item 7A | | |
| Item 8 | | |
| Item 9 | | |
| Item 9A | | |
| Item 9B | | |
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| | Part III | |
| Item 10 | | |
| Item 11 | | |
| Item 12 | | |
| Item 13 | | |
| Item 14 | | |
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| | Part IV | |
| Item 15 | | |
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Part I
Item 1.
Business
As used in this Form 10-K, 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-K 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 this report. 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. This discussion should be read in conjunction with, and is qualified by reference to, the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this report as well as the consolidated financial statements and notes thereto in Item 8, “Financial Statements and Supplementary Data.”
1.1 Organization and Corporate Structure
The Company is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a Delaware holding company. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. Inc. (“Lifeco U.S.”) and an indirect wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”), a Canadian holding company. Lifeco operates in the United States primarily through the Company and through Putnam Investments, LLC (“Putnam”), and in Canada and Europe through The Great-West Life Assurance Company (“Great-West Life”) and its subsidiaries, London Life Insurance Company (“London Life”), The Canada Life Assurance Company (“CLAC”), and Irish Life Group Limited. Lifeco is a subsidiary of Power Financial Corporation (“Power Financial”), a Canadian holding company with substantial interests in the financial services industry. Power Corporation of Canada (“Power Corporation”), a Canadian holding and management company, has voting control of Power Financial. The Desmarais Family Residuary Trust, through a group of private holding companies that it controls, has voting control of Power Corporation.
The shares of Lifeco, Power Financial and Power Corporation are traded publicly in Canada on the Toronto Stock Exchange.
1.2 Business of the Company
The Company offers life insurance and retirement and investment products to individuals, businesses and other private and public organizations throughout the United States, Puerto Rico, Guam and the United States Virgin Islands. The Chief Operating Decision Maker (“CODM”) of the Company is also the Chief Executive Officer (“CEO”) of 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. 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, Retirement Services and Other.
Through its Individual Markets segment, the Company offers various forms of life insurance, annuity and retirement products. Through its Retirement Services segment, the Company 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.
No customer accounted for 10% or more of the Company’s consolidated revenues during the years 2014, 2013 or 2012. In addition, no segment of the Company’s business is dependent upon a single customer or a few customers, the loss of which would have a significant effect on it or its business segments’ operations. The loss of business from any one, or a few, independent brokers or agents would not have a material adverse effect on the Company or its business segments.
On August 29, 2014, the Company completed the acquisition of J.P. Morgan Retirement Plan Services’ (“RPS”) large-market recordkeeping business, expanding the Company’s footprint in the U.S. retirement services business. At December 31, 2014, the RPS business comprises approximately 200 clients with 2.1 million participants and $179 billion in assets under administration. It also includes approximately 1,000 personnel affiliated with RPS, including sales staff, consultant relations, relationship managers and client services specialists. This acquisition increases the Company’s operations in the United States defined contribution market to $415 billion in retirement plan assets.
Additionally, on March 20, 2014, Lifeco announced its intent to combine the retirement business of Putnam with the retirement business of the Company as of January 1, 2015. The Putnam retirement business comprises approximately 433 clients with 230,000 participants and $17,545 million in assets under administration.
As part of these acquisitions, a new combined brand - Empower Retirement - was launched to consolidate and support the retirement services businesses of the Company, RPS and Putnam. Effective January 1, 2015, these retirement services businesses have merged, creating the second largest record-keeping provider in the U.S. with 7.1 million participant accounts.
The new organization brings together best-of-the-best capabilities that leverage the attributes and specializations of each of the predecessor businesses: the Company’s modern technology platform that allows for record-keeping scale and flexibility; RPS’s mega-market expertise; and Putnam’s highly regarded plan sponsor and participant experiences.
By incorporating the complementary market strengths of each of its legacy firms, Empower Retirement has become a dominant presence across the full spectrum of the retirement services landscape, including every segment of the employer-sponsored retirement plan market: small, midsize, and large corporate 401(k) clients; government 457 plans and non-profit 403(b) entities; and private label record-keeping clients.
One of the Company’s institutional clients, Federated Retirement Plan Services (“FRPS”), assigned its retirement plan business to the Company on October 1, 2014. At December 31, 2014, the FRPS retirement plan business comprised $3.6 billion in assets from over 400 plans and approximately 69,000 participants. It distributes through more than 50 banks, which potentially opens new distribution opportunities for the Company.
Individual Markets Segment Principal Products
The Company’s Individual Markets segment distributes life insurance, annuity and retirement products (including individual retirement accounts (“IRAs”)) 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.
IRAs — The Company offers an IRA product as a distribution option for employees terminated from employer-sponsored defined contribution plans. The Company earns asset-based fees and per account fees for providing administrative and record-keeping services for IRA accounts. For those IRAs invested in external mutual funds, the Company is reimbursed by the external mutual funds for marketing, sales and service costs under various revenue sharing agreements. For those IRAs invested in proprietary mutual funds, the Company, through its wholly-owned subsidiary Great-West Capital Management, LLC (“Great-West Capital Management”), earns an asset-based management fee.
Participating life insurance - Participating policyholders share in the financial results of the participating business in the form of policyholder dividends that reflect the difference between the assumptions used in the premium charged and the actual experience on those policies. The policyholder dividends can be distributed directly to the policyholders in the form of cash or through an increase in benefits such as paid-up additions. The Company no longer actively markets participating products.
The participating policyholder earnings that cannot be distributed to the shareholder are not included in the Company’s consolidated net income and are reflected in liabilities in undistributed earnings on participating business in the Company’s consolidated balance sheets.
Term life - Term life insurance products provide coverage for a stated period and generally do not include the accumulation of cash values. Term life insurance products pay a guaranteed death benefit only if the insured dies within the coverage period.
Whole life - Whole life insurance products provide guaranteed death benefits in exchange for level premium payments for the life of the insured. Whole life insurance products include the accumulation of cash values. The policyholder can receive the accumulated cash value as a payment by surrendering the insurance policy before the death of the insured.
Universal life - Universal life insurance products include a cash value component that is credited with interest at regular intervals. The account balances for the universal life products are held in the Company’s general account. The Company’s universal life insurance earnings result from the difference between the investment income and interest credited on customer cash values and from differences between charges for mortality and actual death claims. Universal life cash values are charged for the cost of insurance coverage and for administrative expenses.
Variable universal life - Variable universal life products provide insurance coverage on the same basis as universal life, except that the account balance is directed by the policyholder into either separate account investment options or into the Company’s general account as a fixed option within the variable product. In the separate account investment options, the policyholder bears the entire risk of the investment results. The Company’s variable universal life insurance earnings result from asset-based fees, as well as from the difference between fees collected for mortality as compared to actual death claims paid.
Variable annuity products - The Company’s variable annuity products provide the opportunity for participants to assume the risks of, and receive the benefits from, the investment of retirement assets, except where guaranteed minimum benefits are involved. The variable product assets are invested, as designated by the participant, in separate accounts that in turn invest in shares of underlying funds managed by the Company and its affiliates or by selected external fund managers. The Company earns fees from the separate account for mortality and expense risks pertaining to the variable annuity contract and/or for providing administrative services. In addition, participants may also elect certain minimum benefit guarantees for which additional fees are charged.
Retention is an important factor in profitability and is encouraged through product features. For example, the Company’s life insurance contracts may impose a surrender charge on policyholder balances withdrawn within the first 10 years of the contract’s inception. The period of time and level of the surrender charge vary by product.
One of the principal markets for the Individual Markets segment is the executive benefits market. The primary executive benefits products are single premium universal life insurance (“SPUL”), registered variable universal life insurance, private placement variable universal life insurance (“PPVUL”) and PPVUL with a stable value guarantee feature. These executive benefits life insurance policies indirectly fund employee post-retirement benefits and non-qualified benefit plans for executives.
Corporations and community banks are the primary purchasers of the universal life product, while regional and national banks typically purchase the PPVUL product with the stable value guarantee feature. The SPUL product, which combines both general account and separate account product features, is marketed to community and regional banks. Corporations indirectly funding executive benefits also purchase the registered variable universal life insurance and PPVUL product. The PPVUL products offer a wide array of equity and bond fund investment options.
Another principal market for the Individual Markets segment is the financial institutions market, which is a partnership between the Company and retail financial institutions to distribute individual life, annuity and retirement products. Through its institutional partners, the Company has in excess of 14,000 individual branch and brokerage sales representatives who sell its products. During 2014 and 2013, the Company focused on meeting the insurance related needs of the growing retiree marketplace by providing wealth transfer solutions to its bank partners’ customers via an SPUL product. It focused on meeting the retirement income needs of the retiree marketplace via its variable annuity products including guaranteed benefits. Additionally, the Company continues its efforts to partner with large financial institutions to provide individual term life insurance.
Retirement Services Segment Principal Products
Through its Retirement Services segment, the Company 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. Defined contribution plans provide for benefits based upon the value of contributions to, and investment returns on, an individual’s account. This has been a rapidly growing portion of the retirement marketplace in recent years.
The retirement plan products and investment options offered by the Company include mutual funds and collective trusts, guaranteed interest rate investment products and variable annuity products designed to meet the specific needs of the customer. In addition, the Company offers both customized annuity and non-annuity products.
Mutual funds and collective trusts - The Company earns administration fees under various revenue sharing agreements from external mutual funds and collective trusts for marketing, sales and service costs incurred while providing services to individuals and institutional clients on behalf of the funds. On proprietary mutual funds, the Company, through its wholly-owned subsidiary Great-West Capital Management, earns an asset-based management fee. On proprietary collective trusts, the Company, through its wholly-owned subsidiary Great-West Trust Company, LLC (“Great-West Trust Company”), earns an asset-based management fee.
Guaranteed interest rate investment products - On its guaranteed interest rate investment products, the Company earns investment margins on the difference between the income earned on investments in its general account and the interest credited to the participant’s account balance. The Company’s general account assets support the guaranteed investment products. The Company also manages fixed interest rate products known as stable value funds that include separate accounts, pooled collective trusts and custom collective trusts for which it is paid a management fee that is earned by the Company either directly or through its wholly-owned subsidiaries Great-West Capital Management or Great-West Trust Company.
Variable annuity products - The Company’s variable annuity products provide the opportunity for participants to assume the risks of, and receive the benefits from, the investment of retirement assets. The variable product assets are invested, as designated by the participant, in separate accounts that in turn invest in shares of underlying funds managed by the Company and its affiliates or by selected external fund managers. The Company earns fees from the separate account for mortality and expense risks pertaining to the variable annuity contract and/or for providing administrative services.
Administrative and record-keeping services - The Company receives asset-based and/or participant-based fees for providing third-party administrative and record-keeping services to financial institutions and employer-sponsored retirement plans.
The Company’s marketing focus is directed toward providing investment management, advisory services and record-keeping services under Internal Revenue Code Sections 401(a), 401(k), 403(b), 408 and 457 to private corporations, state and local governments, hospitals, non-profit organizations and public school districts. Through the Company’s wholly-owned, registered subsidiaries, Great-West Capital Management and Advised Assets Group, LLC (“Advised Assets Group”), the Company provides investment management and advisory services. Through the Company’s wholly-owned subsidiary FASCore, LLC, the Company targets and partners with other large financial institutions to provide third-party record-keeping and administration services.
Future Policy Benefit Liabilities and Life Insurance In-Force
The amount of fixed annuity products in-force is measured by future policy benefits. The following table shows group and individual annuity policy benefits supported by the Company’s general account as well as the annuity balances in Retirement Services and Individual Markets separate accounts for the years indicated:
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Year Ended
December 31, | | General Account Annuity Benefits Liabilities | | Retirement Services Annuity Separate Accounts | | Individual Markets Annuity Separate Accounts |
| 2014 | | $ | 11,859 |
| | $ | 20,471 |
| | $ | 1,660 |
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| 2013 | | 11,648 |
| | 20,310 |
| | 1,502 |
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| 2012 | | 11,110 |
| | 18,242 |
| | 1,382 |
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| 2011 | | 10,290 |
| | 16,447 |
| | 1,290 |
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| 2010 | | 9,637 |
| | 16,225 |
| | 1,381 |
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For most of the general account annuities and for all of the Retirement Services and Individual Markets separate account annuities, policy benefit liabilities are established at the contract holder’s account value, which is equal to cumulative deposits and credited interest, less withdrawals and mortality and expense and/or administrative service charges.
The general account also has immediate annuities. The policy benefit liabilities for the immediate annuities are computed on the basis of assumed investment yield, mortality (where payouts are contingent on survivorship) and expenses. These assumptions generally vary by plan, year of issue and policy duration. Policy benefit liabilities for immediate annuities without life contingent payouts are computed on the basis of assumed investment yield and expenses.
The following table summarizes Individual Markets life insurance future policy benefits liabilities, Individual Markets life insurance separate account balances and Individual Markets life insurance in-force prior to reinsurance ceded for the years indicated:
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Year Ended
December 31, | | Individual Markets Life Insurance Future Policy Benefits Liabilities | | Individual Markets Life Insurance Separate Accounts | | Individual Markets Life Insurance In-force |
| 2014 | | $ | 13,649 |
| | $ | 5,588 |
| | $ | 99,768 |
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| 2013 | | 12,520 |
| | 4,819 |
| | 98,489 |
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| 2012 | | 11,951 |
| | 4,981 |
| | 98,574 |
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| 2011 | | 11,133 |
| | 4,594 |
| | 96,619 |
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| 2010 | | 10,384 |
| | 4,883 |
| | 94,000 |
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For both the Individual Markets life insurance future policy benefits liabilities and life insurance separate accounts, the future policy benefits are computed on the basis of assumed investment yield, mortality, morbidity and expenses, including a margin for adverse deviation. These future policy benefits are calculated as the present value of future benefits (including dividends) and expenses less the present value of future net premiums. The assumptions used in calculating the future policy benefits liabilities generally vary by plan, year of issue and policy duration.
Additionally, for both the Individual Markets life insurance future policy benefits liabilities and life insurance separate accounts, policy and contract claim liabilities are established for claims that have been incurred but not reported based on factors derived from past experience.
The aforementioned policy benefit liabilities are computed amounts that, with additions from premiums and deposits to be received and with interest on such liabilities, are expected to be sufficient to meet the Company’s policy obligations (such as paying expected death or retirement benefits or surrender requests) and to generate profits.
Other Segment
The Company’s Other reporting segment is substantially comprised of activity related to term life insurance policies assumed by Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”), a wholly-owned subsidiary, from CLAC. Additionally, it includes corporate items not directly allocated to the other operating segments and interest expense on long-term debt.
The following table shows future policy benefits liabilities and life insurance in-force in the Other segment for the years indicated:
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| (In millions) | | 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
| Future policy benefits liabilities | | $ | 410 |
| | $ | 391 |
| | $ | 369 |
| | $ | 356 |
| | $ | 352 |
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| Life insurance in-force | | 56,249 |
| | 59,902 |
| | 63,918 |
| | 68,204 |
| | 72,581 |
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Future policy benefits liabilities for the policies in the Other segment are calculated as the present value of future benefits (including dividends) and expenses less the present value of future net premiums. The assumptions used in calculating the future policy benefits liabilities generally vary by plan, year of issue and policy duration. Future policy benefits liabilities are also established for claims that have been incurred but not reported based on factors derived from past experience.
Reinsurance
The Company enters into reinsurance transactions as a purchaser of reinsurance for its various insurance products and as a provider of reinsurance for some insurance products. Reinsurance transactions are assumed from and ceded to affiliated entities and third parties. When purchasing reinsurance, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage, quota share, yearly renewable term, coinsurance and modified coinsurance contracts. Under the terms of these contracts, the reinsurer agrees to reimburse the Company for the ceded amount in the event a claim is paid. However, the Company remains liable to its policyholders with respect to the ceded insurance if a reinsurer fails to meet the obligations it assumed. Accordingly, the Company strives to cede risks to highly rated, well-capitalized companies. The Company retains an initial maximum of $3.5 million of coverage per individual life. This initial retention limit of $3.5 million may increase due to automatic policy increases in coverage at a maximum rate of $175 thousand per annum, with an overall maximum increase in coverage of $1.0 million. The Company assumes risk from approximately 40 insurers and reinsurers by participating in yearly renewable term and coinsurance pool agreements. When assuming risk, the Company seeks to generate revenue while maintaining reciprocal working relationships with these partners as they also seek to limit their exposure to loss on any single life. Maximum capacity to be accepted or retained by the Company is dictated at the treaty level and is monitored annually to ensure the total risk acquired or retained on any one life is limited to a maximum retention of $4.5 million.
Method of Distribution of Products Within the Individual Markets and Retirement Services Segments
The Individual Markets segment distributes individual life insurance through wholesale and retail sales force, banks, broker-dealers and investment advisors. It markets IRAs through its Retirement Resource Center, which includes a retail sales force and supporting website. Executive benefits products are distributed through wholesalers and specialized benefit consulting organizations.
The Retirement Services segment distributes products to plan sponsors through a subsidiary, GWFS Equities, Inc. (“GWFS Equities”), as well as through brokers, consultants, advisors, third-party administrators and banks. Record-keeping and administrative services are distributed through institutional clients.
Competition Within the Individual Markets and Retirement Services Segments
The life insurance, savings and investment marketplaces are highly competitive. The Company’s competitors include insurance companies, banks, investment advisors, mutual fund companies and certain service and professional organizations. No individual competitor or small group of competitors is dominant. Competition focuses on name recognition, service, technology, cost, variety of investment options, investment performance, product features and price and financial strength as indicated by ratings issued by nationally recognized agencies.
Individual Markets Outlook
The Individual Markets segment has been successful due to its focus on value oriented products with unique benefits distributed through channels the Company understands. The Company is known for providing value and innovative products to these distribution channels and to the customers they serve.
The Company was the #1 distributor of life insurance through banks in 2014 based on market share. The Company has nearly tripled the number of bank advisors eligible to sell the Company’s retirement income product in 2014. This allows the Company to better market its retirement income products to a larger number of people. Furthermore, product changes announced in early 2015 will help the Company reposition its retirement income product within the market. The Company expects that these changes will increase the Company’s market share in the retirement income marketplace.
The executive benefits line of business expanded its distribution network in 2014, which produced a significant sales increase from the prior year for the community bank segment. The Company should continue to benefit from the work performed in 2014. Furthermore, the Company expects that the increased focus on the executive benefits and high-net worth market will contribute to the Company’s continued success in 2015.
Retirement Services Outlook
With the establishment of Empower Retirement, the Company has brought together three strong, established, respected and successful retirement businesses, with unique yet complementary product and service offerings. Empower Retirement is in a position to see significant future growth opportunities across all segments in the market.
In 2015, Empower Retirement’s strategies to drive sales growth will include aggressively marketing the new brand, investing in product differentiation and offering a best in class service model. Among key focus areas are integrating the Company, RPS and Putnam retirement businesses. In particular, Empower Retirement will combine the unique technology strengths of each entity to help participants better understand their needs in retirement. Service enhancements will include standardizing and improving client-facing tools, optimizing advisor relationship management and client alignment as well as adopting best practices for participant communications. The Company expects that these enhancements will increase participant retirement savings.
The Company continually examines opportunities to structure products and develop strategies to stimulate growth in assets under management (“AUM”). The Company expects that the Great-West Lifetime funds and managed account offerings in defined contribution plans will continue to contribute to the growth of the Company’s AUM.
1.3 Investment Operations
The Company’s investment division manages and administers the investments of its general and separate accounts in support of the cash and liquidity requirements of its insurance and investment products.
The Company’s principal general account investments are in fixed maturities and mortgage loans on real estate, all of which are exposed to three primary sources of investment risk: credit, interest rate and market valuation. Total investments at December 31, 2014 of $56 billion were comprised of general account investment assets of $28 billion and separate account assets of $28 billion. Total investments at December 31, 2013 of $53 billion were comprised of general account investment assets of $26 billion and separate account assets of $27 billion.
The Company’s general account investments are in a broad range of asset classes but consist primarily of domestic fixed maturities. Fixed maturity investments include public and privately placed corporate bonds, government bonds and mortgage-backed and asset-backed securities. The Company’s mortgage loans on real estate are comprised exclusively of domestic commercial collateralized real estate loans diversified with regard to geographical markets and commercial real estate property types within the United States.
The Company manages the characteristics of its investment assets, such as liquidity, currency, yield and duration, to reflect the underlying characteristics of related insurance and policyholder liabilities that vary among its principal product lines. The Company observes strict asset and liability matching guidelines designed to ensure that the investment portfolio will appropriately meet the cash flow requirements of its liabilities. The Company uses derivative financial instruments for risk management purposes associated with certain invested assets and policy liabilities, not for speculative purposes.
The Company routinely monitors and evaluates the status of its investments in light of current economic conditions, trends in capital markets and other factors. These other factors include investment size, quality, concentration by issuer and industry and other diversification considerations relevant to the Company’s fixed maturity investments.
The Company reduces credit risk for the portfolio as a whole by investing primarily in investment grade fixed maturities. At December 31, 2014 and 2013, 99% of the Company’s fixed maturity portfolio carried an investment grade rating.
1.4 Regulation
The Company and its insurance subsidiaries are licensed in and regulated by all 50 states, the District of Columbia, Puerto Rico, Guam and the United States Virgin Islands to transact life insurance business, accident and health insurance business and annuity business. The extent of such regulation varies, but most jurisdictions have laws and regulations governing the business conduct of insurers as well as the financial aspects of insurers, including standards of solvency, statutory reserves, reinsurance and capital adequacy. In addition, statutes and regulations usually require the licensing of insurers and their agents, the approval of policy forms and certain other related materials and, for certain lines of insurance, the approval of rates. Such statutes and regulations also prescribe the permitted types and concentration of investments.
The Company and certain of its subsidiaries are subject to, and comply with, insurance holding company regulations in applicable states. The Company’s insurance subsidiaries are each required to file reports, generally including detailed annual financial statements, with insurance regulatory authorities in each of the jurisdictions in which they do business, and their operations and accounts are subject to periodic examination by such authorities. These subsidiaries must also file, and in many jurisdictions and in some lines of insurance, obtain regulatory approval for rules, rates and forms relating to the insurance written in the jurisdictions in which they operate.
The National Association of Insurance Commissioners (“NAIC”) has established a program of accrediting state insurance departments. NAIC accreditation permits accredited states to conduct periodic examinations of insurers domiciled in such states. NAIC-accredited states will not accept reports of examination of insurers from unaccredited states, except under limited circumstances. As a direct result, insurers domiciled in unaccredited states may be subject to financial examination by accredited states in which they are licensed, in addition to any examinations conducted by their domiciliary states. The Colorado Department of Insurance is the Company’s principal insurance regulator. Additionally, the State of New York Department of Financial Services (“NYDFS”) and the South Carolina Department of Insurance are the principal insurance regulators for the Company’s two wholly-owned subsidiaries, Great-West Life & Annuity Insurance Company of New York (“GWNY”) and GWSC, respectively. All three insurance regulators have received NAIC accreditation.
State and federal insurance and securities regulatory authorities and other state law enforcement agencies and attorneys general from time to time make inquiries regarding compliance by the Company and its insurance subsidiaries with insurance, securities and other laws and regulations regarding the conduct of the Company’s insurance and securities business.
Following is a description of certain regulatory and legal frameworks to which the Company or its subsidiaries may be subject:
•Insurance Company Regulation - The Company and its insurance subsidiaries are subject to regulation under the insurance company laws of various jurisdictions. The insurance company laws and regulations vary from jurisdiction to jurisdiction, but generally require an insurance company that is a member of an insurance holding company system (two or more affiliated persons, one or more of which is an insurer) to register with state regulatory authorities and to file with those authorities certain reports, including information concerning their capital structure, ownership, financial condition, certain intercompany transactions and general business operations. In addition, various state jurisdictions have broad administrative powers with respect to such matters as admittance of assets, premium rating methodology, policy forms, establishing reserve requirements and solvency standards, maximum interest rates on life insurance policy loans and minimum rates for accumulation of surrender values, the type and amounts and valuation of investments permitted. State insurance statutes also typically place restrictions and limitations on the amount of dividends or other distributions payable by insurance companies to their parent companies, as well as on transactions between an insurer and its affiliates.
State insurance regulators, the NAIC and other regulatory agencies are also investigating the use of affiliated captive reinsurers or off-shore entities to reinsure insurance risks. In October 2011, the NAIC established a subgroup to study insurers’ use of captives and special purpose vehicles to transfer insurance risk in relation to existing state laws and regulations, and to establish appropriate regulatory requirements to address concerns identified in the study. Additionally, in June 2013, the NYDFS released a report critical of certain captive reinsurance structures and calling, in part, for other state regulators to adopt a moratorium on approving such structures pending further review by state and federal regulators. Also, in December 2013, the United States Treasury Department’s Federal Insurance Office (“FIO”) issued a report on how to modernize and improve the system of insurance regulation in the United States, recommending, in part, that states develop a uniform and transparent solvency oversight regime for the transfer of risk to reinsurance captives and adopt a uniform capital requirement for reinsurance captives, including a prohibition on transactions that do not constitute legitimate risk transfer.
•Guaranty Associations and Similar Arrangements - Most of the jurisdictions in which the Company and its insurance subsidiaries are permitted to transact business require life insurers doing business within their jurisdiction to participate in guaranty associations, which are organized to pay certain contractual insurance benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. These associations levy assessments, up to prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company has historically recovered more than half of the guaranty assessments through these offsets.
•Statutory Insurance Examinations - As part of their regulatory oversight process, state insurance departments conduct periodic detailed examinations of the books, records, accounts and business practices of insurers domiciled in their states. During the three-year period ended December 31, 2014, these examinations produced no significant adverse findings regarding the operations or accounts of the Company and its insurance subsidiaries.
•Policy and Contract Reserve Sufficiency Analysis - Annually, the Company and its insurance subsidiaries are required to conduct an analysis of the sufficiency of all statutory reserves. In each case, a qualified actuary must submit an opinion which states that the aggregate statutory reserves, when considered in light of the assets held with respect to such reserves, make good and sufficient provision for the associated contractual obligations and related expenses of the insurer. If such an opinion cannot be provided, the insurer must set up additional reserves by moving funds from available statutory surplus.
Since inception of this requirement, the Company and its insurance subsidiaries, which are required by their states of domicile to provide these opinions, have provided such opinions without qualification.
•Surplus and Capital - The Company and its insurance subsidiaries are subject to the supervision of the regulators in each jurisdiction in which they are licensed to transact business. Regulators have discretionary authority, in connection with the continued licensing of these insurance subsidiaries, to limit or prohibit sales to policyholders if, in their judgment, the regulators determine that such insurer has not maintained the minimum surplus or capital or that the further transaction of business will be hazardous to policyholders. We do not believe that the current or anticipated levels of statutory surplus of the Company and its subsidiaries present a material risk that any such regulator would limit the amount of new policies that we issue.
•Risk-Based Capital (“RBC”) - The Company and its insurance subsidiaries are subject to certain RBC requirements and report their RBC based on a formula calculated by applying factors to various asset, premium, face amount, and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk and business risk. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action and not as a means to rank insurers generally. As of the date of the most recent statutory financial statements filed with insurance regulators, the total adjusted capital of the Company and its insurance subsidiaries was in excess of the minimum RBC that require regulatory action.
•Regulation of Investments - The Company and its insurance subsidiaries are subject to state laws and regulations that require diversification of its investment portfolios and limit the amount of investments in certain asset categories, such as below investment grade fixed income securities, other equity investments and derivatives. Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture of such non-qualifying investments. As of the date of the most recent statutory financial statements filed with insurance regulators, the Company did not have any non-admitted assets as a result of investments exceeding regulatory limitations.
•Federal Initiatives - Although the federal government generally does not directly regulate the insurance business, federal initiatives often have an impact on the Company’s business in a variety of ways. From time to time, federal measures are proposed that may significantly affect the Company’s business.
The Dodd-Frank Act was enacted on July 21, 2010, mandating changes to the regulation of the financial services industry. Implementation of the Dodd-Frank Act is ongoing and may affect the Companys’s operations and governance in ways that could adversely affect its financial condition and results of operations. The Dodd-Frank Act requires central clearing of, and imposes new margin requirements on, certain derivatives transactions, which increases the costs of the Company’s hedging program. The other provision in the Dodd-Frank Act that may impact the Company is the new FIO within the United States Treasury Department.
The Dodd-Frank Act provides the Financial Stability Oversight Council (“FSOC”) with the power to designate “systemically important” institutions, which will be subject to special regulatory supervision and other provisions intended to prevent, or mitigate the impact of, future disruptions in the U.S. financial system. Based on its most current financial data, the Company is below the quantitative thresholds used by the FSOC to determine which nonbank companies merit consideration. However, the FSOC has indicted it will review on a quarterly basis whether nonbank financial institutions meet the metrics for further review. If the Company were to be designated as a systemically important institution, it could be subject to heightened regulation under the Federal Reserve, which could impact requirements regarding its capital, liquidity and leverage as well as its business and investment conduct. In addition, the Company could be subject to assessments to pay for the orderly liquidation of other systemically important financial institutions that have become insolvent.
•Broker-Dealer and Securities Regulation - One of the Company’s subsidiaries, GWFS Equities, is a non-clearing broker-dealer and subject to certain regulatory provisions by the SEC and the Financial Industry Regulatory Authority (“FINRA”). This subsidiary acts as the underwriter and distributor for variable annuity contracts and variable life insurance policies issued by the Company and for Great-West Funds, Inc., an affiliated open-end management investment company. GWFS Equities is subject to the requirements of the Securities Exchange Act of 1934 relating to broker-dealers, including, among other things, minimum net capital requirements under the SEC Uniform Net Capital Rules (Rule 15c3-1) and segregation of client funds under the SEC Customer Protection Rule (Rule 15c3-3). GWFS Equities’ net capital was in excess of the minimum requirements.
•Banking Regulation - One of the Company’s subsidiaries, Great-West Trust Company, is a Colorado non-depository trust company that offers directed and discretionary trustee and custodial services to retirement plans, including 401(a), 401(k),
403(b) and 457 plans, IRAs and Rabbi trusts for non-qualified deferred compensation plans. Great-West Trust Company operates pursuant to the rules and regulations of the Colorado Division of Banking including various regulatory capital requirements. Great-West Trust Company’s capital was in excess of the minimum requirements.
•Registered Investment Advisor Regulation - Two of the Company’s subsidiaries, Great-West Capital Management and Advised Assets Group, are registered as investment advisors with the SEC and are subject to examination by the SEC. The Investment Advisers Act of 1940, as amended, and the related regulations impose various obligations and restrictions on registered investment advisors including fiduciary duties, record-keeping requirements, operational requirements and marketing requirements.
ERISA and Other Considerations
The Company provides products and services to certain employee benefit plans that are subject to the Employee Retirement Income Security Act (“ERISA”), or the Internal Revenue Code of 1986, as amended (the “Code”). As such, the Company’s activities are subject to the restrictions imposed by ERISA and the Code, including the requirement under ERISA that fiduciaries must perform their duties solely in the interests of ERISA plan participants and beneficiaries and the requirement under ERISA and the Code that fiduciaries may not cause a covered plan to engage in prohibited transactions with persons who have certain relationships with respect to such plans. The applicable provisions of ERISA and the Code are subject to enforcement by the Department of Labor, the Internal Revenue Service (“IRS”) and the Pension Benefit Guaranty Corporation.
1.5 Ratings
The Company is rated by a number of nationally recognized rating agencies. The ratings represent the opinion of the rating agencies regarding the financial strength of the Company and its ability to meet ongoing obligations to policyholders. The Company’s financial strength ratings as of the date of this filing are as follows:
|
| | | | |
| Rating agency | | Measurement | | Current rating |
| A.M. Best, Inc. | | Financial strength, operating performance and business profile | | A+ (1) |
| Fitch Ratings | | Financial strength | | AA (2) |
| Moody’s Investor Service, Inc. | | Financial strength | | Aa3 (3) |
| Standard & Poor’s Rating Services | | Financial strength | | AA (2) |
(1) Superior (highest category out of 10 categories).
(2) Very Strong (second highest category out of nine categories).
(3) Excellent (second highest category out of nine categories).
1.6 Employees
The Company had approximately 4,500 and 3,300 employees at December 31, 2014 and 2013, respectively.
1.7 Available Information
The Company files periodic reports and other information with the SEC. Such reports and other information may be obtained by visiting the Public Reference Room of the SEC at its Headquarters Office, 100 F Street, N.E., Room 1580, Washington D.C. 20549 or by calling the SEC at 1-202-551-8090 (Public Reference Room) or 1-800-SEC-0330 (Office of Investor Education and Advocacy). In addition, the SEC maintains an Internet website (www.sec.gov) that contains reports and other information regarding issuers that file electronically with the SEC, including the Company.
The Company makes available, free of charge, on its website (www.greatwest.com) through its Financial Information page, its annual reports on Form 10-K, quarterly reports on Form 10-Q and amendments to all those reports, as soon as reasonably practicable after filing such reports to the SEC. Other information found on the website is not part of this or any other report filed with or furnished to the SEC.
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 industry in which the Company operates is highly competitive. The Company’s competitors include insurance companies, mutual fund companies, banks, investment advisors and certain service and professional organizations. Although there has been consolidation in some sectors, no one competitor is dominant. Customer retention is a key factor for continued profitability. Management cannot be certain that the Company will be able to maintain its current competitive position in the markets in which it operates, or that it will be able to expand its operations into new markets. If the Company fails to do so, its business, results of operations and financial condition could be materially and adversely affected.
The insurance and financial services industries are heavily regulated and changes in regulation may reduce profitability.
Federal and state regulatory reform that increases the compliance requirements imposed on the Company or that changes the way that the Company is able to do business may significantly harm its business or adversely impact the results of operations in the future. It is not possible to predict whether future legislation or regulation adversely affecting the Company’s business will be enacted and, if enacted, the extent to which such legislation will have an effect on the Company or its competitors. Furthermore, there can be no assurance as to which of the Company’s specific products would be impacted by any such legislative or regulatory reform.
The Company’s operations and accounts are subject to examination by the Colorado Department of Insurance and other regulators at specified intervals. The NAIC has also prescribed RBC rules and other financial ratios for life insurance companies. The calculations set forth in these rules are used by regulators to assess the sufficiency of an insurer’s capital and measure the risk characteristics of an insurer’s assets, liabilities and certain off-balance sheet items. RBC is calculated by applying factors to various asset, premium, face amount, and liability items. Although the Company has RBC levels well in excess of those required by its regulators, there can be no assurances made that it will continue to maintain these levels.
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.
The Company is rated by a number of nationally recognized rating agencies. The ratings represent the opinion of the rating agencies regarding the Company’s financial strength and its ability to meet ongoing obligations to policyholders. Claims paying ability and financial strength ratings are factors in establishing the competitive position of insurers. A rating downgrade, or the potential for such a downgrade, of the Company or any of its rated insurance subsidiaries could, among other things, materially increase the number of policy surrenders and withdrawals by policyholders of cash values from their policies, adversely affecting relationships with broker-dealers, banks, agents, wholesalers and other distributors of its products and services. This may result in cash payments requiring the Company to sell invested assets, including illiquid assets such as privately placed fixed maturity investments and mortgage loans on real estate, at a price that may result in realized investment losses. These cash payments to policyholders result in a decrease in total invested assets and a decrease in net income. Among other things, early withdrawals may also cause the Company to accelerate amortization of DAC and value of business acquired (“VOBA”), reducing net income. In addition, a significant downgrade may negatively impact new sales and adversely affect the Company’s ability to compete and thereby have a material effect on its business, results of operations and financial condition. Negative changes in credit ratings may also increase the Company’s cost of funding.
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 establishes and carries, as a liability, reserves based on estimates of how much it will need to pay for future benefits and claims. Future policy benefits do not represent an exact calculation of liability. Rather, future policy benefits represent an estimate of what management expects the ultimate settlement and administration of benefits will cost. These estimates, which generally involve actuarial projections, are based upon management’s assessment of facts and circumstances then known, as well as estimates of future trends in persistency (how long a contract stays with the Company), mortality, judicial theories of liability, interest rates and other factors. These variables are affected by both internal and external events, such as changes in market and interest rate conditions, catastrophic events, inflation, judicial trends and legislative changes.
Many of these items are not directly quantifiable in advance. The Company’s life insurance products are exposed to the risk of catastrophic events, such as a pandemic, terrorism, or other such events that cause a large number of deaths. Additionally, there may be a significant reporting delay between the occurrence of an insured event and the date it is reported to the Company.
The inherent uncertainties of estimating policy and contract claim liabilities are greater for certain types of liabilities, particularly those in which the various considerations affecting the type of claim are subject to change and in which long periods of time may elapse before a definitive determination of liability is made. Liability estimates including estimated premiums the Company will receive over the assumed life of the policy are continually refined in a regular and ongoing process as experience develops and further claims are reported and settled. Adjustments to policy benefit liabilities are reflected in the Company’s consolidated statement of income in the period in which adjustments are determined. Because setting policy benefit liabilities is inherently uncertain, there can be no assurance that current liabilities will prove to be adequate in light of subsequent events.
The Company may be required to accelerate the amortization of DAC or VOBA, or recognize impairment in the value of goodwill, which could adversely affect its results of operations and financial condition.
DAC represents the costs that vary with and are related primarily to the successful acquisition of new insurance and annuity contracts and are amortized over the expected lives of the related contracts based upon the level and timing of either gross profits or gross premiums. VOBA represents the present value of future profits associated with acquired insurance, annuity and investment-type contracts and is amortized over the expected lives of the related contracts based upon the level and timing of either gross profits or gross premiums. Goodwill represents the excess of the amounts the Company paid to acquire subsidiaries and other businesses over the fair value of their net assets at the date of acquisition. The Company, on an ongoing basis, tests the DAC and VOBA recorded on the consolidated balance sheets to determine if these amounts are recoverable under current assumptions. In addition, management regularly reviews the estimates and assumptions underlying DAC and VOBA for those products for which DAC and VOBA are amortized in proportion to gross profits or gross premiums. The Company tests goodwill for impairment at least annually based upon estimates of the fair value of the reporting unit to which the goodwill relates. Given changes in facts and circumstances, these tests and reviews could lead to reductions in DAC, VOBA and/or goodwill that could have an adverse effect on the 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.
The Company purchases reinsurance by transferring, or ceding, part of the risk it assumes to a reinsurance company in exchange for part of the premium it receives in connection with the risk. The part of the risk the Company retains for its own account is known as the retention. The Company retains an initial maximum of $3.5 million of coverage per individual life. This initial retention limit of $3.5 million may increase due to automatic policy increases in coverage at a maximum rate of $175 thousand per annum, with an overall maximum increase in coverage of $1 million. Through reinsurance, the Company has the contractual right to collect the amount above its retention from its reinsurers. Although reinsurance makes the reinsurer liable to the Company to the extent the risk is transferred or ceded to the reinsurer, it does not relieve it of its liability to its policyholders. Accordingly, the Company bears credit risk with respect to its reinsurers. Management cannot make assurances that the Company’s reinsurers will pay all of their reinsurance claims, or that they will pay claims on a timely basis. If the Company’s reinsurers cease to meet their obligations, whether because they are in a weakened position as a result of incurred losses or otherwise, the Company’s results of operations, financial position and cash flows could be materially adversely affected.
As related to the Company’s reinsurance facilities, there are no assurances that the Company can maintain its current reinsurance facilities or that it can obtain other reinsurance facilities in adequate amounts and at favorable rates. If the Company is unable to obtain new reinsurance facilities, either its net exposures would increase or, if it is unwilling to bear an increase in net exposures, it would have to reduce the level of its underwriting commitments. Either of these potential developments could have a material adverse effect on the Company’s business, results of operations and financial position.
Interest rate fluctuations could have a negative impact on results of operations and financial condition.
In periods of rapidly increasing interest rates, policy surrenders and withdrawals may increase and premiums in flexible premium policies may decrease as policyholders seek investments with higher perceived returns. This activity may result in the Company’s making cash payments, requiring that it sell invested assets at a time when the prices of those assets are adversely affected by the increase in market interest rates. Among other things, early withdrawals may also cause the Company to accelerate the amortization of DAC and VOBA, reducing net income.
During periods of sustained low interest rates, life insurance and annuity products may be affected by increased premium payments on products with flexible premium features and a higher percentage of insurance policies remaining in-force from year to year. During such a period, investment earnings may be lower because the interest earnings on new fixed income investments will likely have declined with the market interest rates. Also there may be increased early repayment on investments held such as mortgage-backed securities, asset-backed securities, and callable bonds. Although the Company invests in a broad range of asset classes, it is primarily invested in domestic fixed income securities. Accordingly, during periods of sustained low interest rates, net income may decline as a result of a decrease in the spread between the earned rate on the Company’s assets and either the interest rates credited to policyholders or the rates assumed in reserve calculations. Several products are at or approaching their minimum guaranteed credited rate, which could have a negative effect on net income due to spread compression.
Although the Company engages in hedging activities including investing in interest rate derivatives, there can be no assurance that it would be fully insulated from realizing any losses on sales of securities. In addition, regardless of whether the Company realized an investment loss, potential withdrawals would produce a decrease in invested assets, with an adverse effect on future earnings.
Market fluctuations and general economic conditions may adversely affect results of operations and financial condition.
The risk of fluctuations in market value of substantially all of the separate account assets is borne by the policyholders. The Company’s fee income for administering separate account assets, however, is generally set as a percentage of those assets. Accordingly, fluctuations in the market value of separate account assets may result in fluctuations in revenue from policy charges.
The Company manages or administers its general and separate accounts in support of cash and liquidity requirements of its insurance and investment products. The Company’s general account investment portfolio is diversified over a broad range of asset classes but consists primarily of domestic fixed income investments. The fair value of these and other general account invested assets fluctuates depending upon, among other factors, general economic and market conditions. In general, the market value of the Company’s general account fixed maturity securities portfolio increases or decreases in inverse relationship with fluctuations in interest rates.
The occurrence of a major economic downturn, acts of corporate malfeasance or other events that adversely affect the issuers of the Company’s investment securities could cause the value of these securities and net income to decline and the default rate of the fixed maturity securities to increase. A ratings downgrade affecting particular issuers or securities could have a similar effect. Any event reducing the value of these securities other than on a temporary basis could have an adverse effect on the results of operations and financial condition.
Additionally, the Company may, from time to time, for business, regulatory, or other reasons, elect or be required to sell certain of its general account invested assets at a time when their fair values are less than their original cost, resulting in realized capital losses, which would reduce net income.
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.
Changes in U.S. federal income tax law could make some of the Company’s products less attractive to consumers. For example, the following events could adversely affect the Company’s business:
| |
| • | Changes in tax laws that would reduce or eliminate tax-deferred accumulation of earnings on the premiums paid by the holders of annuities and life insurance products; |
| |
| • | Reductions in the federal income tax that investors are required to pay on long-term capital gains and on some dividends paid on stock that may provide an incentive for some of the Company’s customers and potential customers to shift assets into mutual funds and away from products, including life insurance and annuities, designed to defer taxes payable on investment returns; |
| |
| • | Changes in applicable regulations that could restrict the ability of some companies to purchase certain executive benefits products; |
| |
| • | Changes in the availability of, or rules concerning the establishment, operation and taxation of, Section 401, 403(b), 408 and 457 plans; and |
| |
| • | Repeal of the federal estate tax. |
The Company cannot predict whether any other legislation will be enacted, what the specific terms of any such legislation will be or how, if at all, this legislation or any other legislation could have an adverse effect on its results of operations or financial condition.
Congress, as well as state and local governments, also considers from time to time legislation that could increase the Company’s tax costs. If such legislation is adopted, the results of operations could be adversely impacted.
The Company may be subject to litigation resulting in substantial awards or settlements and this may adversely affect its reputation and results of operations.
In recent years, life and accident insurance and financial service companies have been named as defendants in lawsuits, including class actions. A number of these lawsuits have resulted in substantial jury awards and settlements. There can be no assurance that any future litigation relating to matters such as the provision of insurance coverage or pricing and sales practices will not have a material adverse affect on the Company’s results of operations or financial position.
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.
Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events. Management has devoted significant resources to develop the Company’s risk management and disaster recovery policies and procedures. However, policies and procedures may not be fully effective and may leave the Company exposed to unidentified and unanticipated risks. The Company may be subject to disruptions of its operating systems or its ability to conduct business from events that are wholly or partially beyond its control such as a natural catastrophe, act of terrorism, pandemic, or electrical/telecommunications outage. A failure of the computer systems or a compromise of their security could also subject the Company to regulatory sanctions or other claims, harm its reputation, interrupt operations and 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.
The Company distributes its life and savings products through a variety of distribution channels, including brokers, independent agents, consultants, retail financial institutions and its own internal sales force. In some areas the Company generates a significant portion of its business through third-party arrangements. Management periodically negotiates provisions and renewals of these relationships and there can be no assurance that such terms will remain acceptable to either party. An interruption in the continuing relationship with a significant number of these third parties could materially affect the Company’s ability to market its products. The Company must attract and retain productive internal sales representatives to sell its products. If the Company is unsuccessful in attracting and retaining sales representatives with demonstrated abilities, its results of operations and financial condition could be adversely affected.
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 depends heavily upon computer systems to provide reliable service, as a significant portion of the Company’s operations relies on the secure processing, storage and transmission of confidential or proprietary information and complex transactions. Despite the implementation of a variety of security measures, the Company’s computer systems could be subject to physical and electronic break-ins, cyber attacks and similar disruptions from unauthorized tampering, including threats that may come from external factors, such as governments, organized crime, hackers and other third parties, or may originate internally from within the Company.
If one or more of these events occurs, it could potentially jeopardize the confidential or proprietary information, including personally identifiable non-public information, processed and stored in, and transmitted through, the computer systems and networks. It could also potentially cause interruptions or malfunctions in the operations of the Company, its customers, or other third parties. This could result in damage to the Company’s reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. Although steps have been taken to prevent and detect such attacks, it is possible that the Company may not become aware of a cyber incident for some time after it occurs, which could increase its exposure to these consequences.
The Company could face difficulties, unforeseen liabilities, or asset impairments arising from business acquisitions or integrations and managing growth of such businesses.
The Company has engaged in acquisitions of businesses in the past and expects to continue to do so in the future. Such activity exposes the Company to a number of risks. For example, there could be unforeseen liabilities or asset impairments, including goodwill impairments, that arise in connection with the businesses that will be acquired in the future.
The Company’s ability to achieve certain benefits which are anticipated from acquisitions of businesses will depend in large part upon the Company’s ability to successfully integrate such businesses in an efficient and cost effective manner. The Company may not be able to integrate such businesses smoothly or successfully, and the process may take longer than expected. The integration of operations and differences in operational culture may require the dedication of significant management resources, which may result in greater expenditures than expected to integrate the acquired businesses. If the Company is unable to successfully integrate the operations of such acquired businesses, it may be unable to realize the benefits it expects to achieve as a result of such acquisitions.
The success with which the Company is able to integrate acquired operations will depend on its ability to manage a variety of issues, including the following:
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| • | Loss of key personnel or higher than expected employee attrition rates could adversely affect the performance of the acquired business and the Company’s ability to successfully integrate it. |
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| • | Integrating acquired operations with existing operations may require the Company to coordinate geographically separated organizations, address possible differences in culture and management philosophies, merge financial processes and risk and compliance procedures, combine separate information technology platforms and integrate organizations that were previously closely tied to the former parent of the acquired business or other service provider. |
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
The Company’s corporate office facility is comprised of an 882,000 square foot complex located in Greenwood Village, Colorado. The Company owns its corporate office facilities which are occupied by all of the Company’s segments. At December 31, 2014, the Company leased approximately 188,000 square feet of the complex to CIGNA for a lease period expiring on March 31, 2018. The Company also leases approximately 475,000 square feet of sales and administrative offices throughout the United States. Management believes that the Company’s properties are suitable and adequate for its current and anticipated business operations.
Item 3.
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 currently evaluating the interpretation of Internal Revenue Code rules related to certain product investments. If the Company’s interpretation is not upheld, which is reasonably possible, the potential exposure is estimated to be up to $19 million.
During the fourth quarter, the Company received a $20 million demand letter related to a vehicle accident involving an employee. The amount is fully indemnified by a third-party insurer.
Item 4.
Mine Safety Disclosures
Not applicable.
Part II
Item 5.
Market for Registrant’s Common Equity and Related Stockholder Matters
5.1 Equity Security Holders and Market Information
There is no established public trading market for the Company’s common equity. GWL&A Financial is the sole shareholder of the Company’s common equity securities.
5.2 Dividends
In the three most recent fiscal years, the Company has paid dividends on its common shares. Dividends paid on the Company’s common stock were $316 million, $102 million and $184 million during the years ended December 31, 2014, 2013 and 2012, respectively.
On February 5, 2015, the Company’s Board of Directors declared a dividend of $77 million, payable on March 16, 2015, to its sole shareholder, GWL&A Financial.
Under Colorado law, the Company cannot, without the approval of the Colorado Commissioner of Insurance, pay a dividend if as a result of such payment, the total of that dividend and all dividends paid in the preceding twelve months, would exceed the greater of (i) 10% of the Company’s statutory surplus as regards policyholders as of the preceding year ended December 31; or (ii) the Company’s statutory net gain, not including realized capital gains, for the twelve-month period ending the preceding December 31 not including pro rata distributions of the Company’s own securities. Additionally, dividend payments generally will not be allowed if the statutory surplus remaining after the proposed dividend would fall below the minimum RBC that requires regulatory action.
Item 6.
Selected Financial Data
The following is a summary of selected consolidated financial information for the Company. The information should be read in conjunction with and is qualified in its entirety by the information contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and notes thereto appearing in Item 8, “Financial Statements and Supplementary Data.”
The selected consolidated financial information for the years ended December 31, 2014, 2013 and 2012 and at December 31, 2014 and 2013 has been derived in part from the Company’s audited consolidated financial statements included in Item 8. The selected consolidated income statement data for the years ended December 31, 2011 and 2010 and the selected consolidated balance sheet data at December 31, 2012, 2011 and 2010 have been derived in part from the Company’s consolidated financial statements not included elsewhere herein.
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| | | | | | | | | | | | | | | | | | | | |
| | | As of and for the Year Ended December 31, |
| (In millions) | | 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
| Total revenues | | $ | 2,559 |
| | $ | 2,167 |
| | $ | 2,266 |
| | $ | 2,193 |
| | $ | 2,404 |
|
| Total benefits and expenses | | 2,086 |
| | 1,979 |
| | 1,893 |
| | 1,897 |
| | 2,138 |
|
| Income from continuing operations | | 473 |
| | 188 |
| | 373 |
| | 296 |
| | 266 |
|
| Provision for income taxes | | 156 |
| | 59 |
| | 135 |
| | 94 |
| | 68 |
|
| Loss from discontinued operations | | — |
| | — |
| | — |
| | — |
| | (2 | ) |
| Net income | | 317 |
| | 129 |
| | 238 |
| | 202 |
| | 196 |
|
| | | | | | | | | | | |
| Dividends declared | | $ | 316 |
| | $ | 102 |
| | $ | 184 |
| | $ | 206 |
| | $ | 161 |
|
| | | | | | | | | | | |
| Investment assets | | $ | 28,323 |
| | $ | 26,516 |
| | $ | 26,110 |
| | $ | 23,995 |
| | $ | 23,069 |
|
| Separate account assets | | 27,719 |
| | 26,631 |
| | 24,606 |
| | 22,331 |
| | 22,489 |
|
| Total assets | | 58,348 |
| | 55,324 |
| | 52,819 |
| | 48,212 |
| | 47,525 |
|
| Total policy benefit liabilities | | 26,722 |
| | 25,374 |
| | 24,250 |
| | 22,597 |
| | 21,160 |
|
| Due to parent and affiliates | | 547 |
| | 542 |
| | 544 |
| | 539 |
| | 537 |
|
| Separate account liabilities | | 27,719 |
| | 26,631 |
| | 24,606 |
| | 22,331 |
| | 22,489 |
|
| Total liabilities | | 56,211 |
| | 53,448 |
| | 50,683 |
| | 46,298 |
| | 45,811 |
|
| Total stockholder’s equity | | 2,137 |
| | 1,876 |
| | 2,136 |
| | 1,914 |
| | 1,714 |
|
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of financial condition and results of operations of the Company for the three years ended December 31, 2014, 2013 and 2012 follows. This management discussion and analysis should be read in conjunction with the financial data contained in Item 6, “Selected Financial Data,” and in Item 8, “Financial Statements and Supplementary Data.”
Certain statements in this report constitute forward-looking statements. See “Business” in Item 1 of this report for additional factors relating to these statements, and see “Risk Factors” in Item 1A of this report for a discussion of certain risk factors applicable to the business and its financial condition and results of operations.
7.1 Executive Summary
The Company and its subsidiaries are providers of insurance and other financial service products to individual, corporate, institutional and government customers. Management considers the ability to continue to expand its presence in the United States defined contribution and institutional insurance markets to be its primary points of focus. The life insurance, savings and investments marketplace is highly competitive. Competitors include insurance companies, banks, investment advisors, mutual fund companies and certain service and professional organizations.
The Individual Markets segment distributes life insurance, annuity and retirement products (including IRAs) 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. The Retirement Services 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 to employer-sponsored defined contribution plans and associated defined benefit plans. Defined contribution plans provide for benefits based upon the value of contributions to, and investment returns on, an individual’s account. The Company’s Other reporting segment is substantially comprised of activity under the assumption of reinsurance between GWSC and CLAC, corporate items not directly allocated to the other operating segments and interest expense on long-term debt.
Recent Events
Acquisition of Retirement Plan Services
On August 29, 2014, the Company completed the acquisition of RPS. From date of acquisition to December 31, 2014, RPS contributed $54 million in revenue and $3 million in net loss which are primarily included in the Retirement Services segment. Additionally, the Company incurred $3 million of acquisition costs related to the transaction that are included in general insurance expense within the Other segment.
Integration of Empower Retirement
On October 30, 2014, the Company announced that its retirement business will officially be named Empower Retirement. Empower Retirement is the retirement services business of the Company, which in addition to completing the acquisition of RPS, is integrating the retirement business of Putnam. During 2014, the Company incurred $15 million of costs related to the integration of Empower Retirement. These amounts are included in the Other segment as they are considered non-recurring costs.
Termination of CLAC Reinsurance Agreement
On January 1, 2013, the Company terminated its reinsurance agreement with CLAC, pursuant to which it had ceded certain participating life business on a coinsurance basis. As a result of that termination, on January 1, 2013, the Company recorded the following increases in its statement of income in connection with the termination of the reinsurance agreement:
|
| | | | |
| (In millions) | | |
| Premium income | | $ | 42 |
|
| Other revenue | | 7 |
|
| Total | | 49 |
|
| | | |
|
| Increase (decrease) in future policy benefits | | 41 |
|
| Dividends to policyholders | | 1 |
|
| Total | | 42 |
|
| | | |
|
| Participating policyholders’ net income before income taxes | | 7 |
|
| Income tax expense | | 2 |
|
| Participating policyholders’ income | | 5 |
|
| | | |
|
| Provision for policyholders’ share of earnings on participating business | | 5 |
|
| Net income available to shareholder | | $ | — |
|
The activity related to the termination of the CLAC reinsurance agreement are included in the Individual Markets segment.
Current Market Conditions
During 2014, the financial markets continued to strengthen. As a result, the S&P 500 index ended 2014 up by 11% as compared to 2013 and 2013 was up by 30% when compared to 2012. The average of the S&P 500 index during the year ended December 31, 2014 was up by 17% when compared to the average for the year ended December 31, 2013 and the average was up by 19% for the year ended December 31, 2013 when compared to the average for the year ended December 31, 2012.
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| S&P 500 Index | | 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
| Index Close | | 2,059 |
| | 1,848 |
| | 1,426 |
| | 1,258 |
| | 1,258 |
|
| Index Average | | 1,931 |
| | 1,644 |
| | 1,379 |
| | 1,268 |
| | 1,140 |
|
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 United States equities market. Fee income increased by $110 million, or 18%, to $729 million for the year ended December 31, 2014 when compared to 2013. The increase is primarily related to higher variable fee income as a result of higher average account balances due to the improved average performance of the U.S. equities market.
Interest rates were somewhat volatile during 2014. As a result, the 10-year U.S. Treasury rate ended 2014 down by 87 basis points as compared to 2013 while 2013 was up by 126 basis points when compared to 2012. The average of the 10-year U.S. Treasury rate during the year ended December 31, 2014 was up by 18 basis points when compared to the average for the year ended December 31, 2013 and the average was up by 52 basis points for the year ended December 31, 2013 when compared to the average for the year ended December 31, 2012.
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| 10-Year Treasury Rate | | 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
| Close | | 2.17 | % | | 3.04 | % | | 1.78 | % | | 1.89 | % | | 3.30 | % |
| Average | | 2.43 | % | | 2.25 | % | | 1.73 | % | | 2.67 | % | | 3.09 | % |
Unrealized gains on fixed maturity investments fluctuate with changes in the prevailing interest rates. When interest rates rise, market values of fixed maturity investments generally fall. Unrealized investment gains (losses), net, recognized in net income increased by $101 million from a loss of $57 million in 2013 to a gain of $44 million in 2014. The Company has also recorded in other comprehensive income an increase in gross unrealized gains of $340 million and a decrease in gross unrealized losses of $207 million during the year ended December 31, 2014. This resulted in an increase to accumulated other comprehensive income (loss), net of policyholder 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 not elected; 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. For the year ended December 31, 2014, the Company recorded realized gains on forward settling to be announced (“TBA”) securities of $94 million, compared to losses of $57 million in 2013. For the year ended December 31, 2014, the Company recorded gains in net investment income on cross-currency swaps of $25 million, compared to losses of $50 million in 2013.
7.2 Summary of Critical Accounting Judgments and 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 on-going 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
Valuation of investments
The Company’s investments are in fixed maturity investments, mortgage loans on real estate, policy loans and limited partnership interests and other investments. The Company’s investments are exposed to three primary sources of risk: credit, interest rate and market valuation. The financial statement risks, stemming from such investment risks, are those associated with the determination of fair values.
The fair values for fixed maturity investments are based upon market prices from independent pricing services. In cases where market 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. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts of the Company’s financial instruments.
Impairment of investments
The Company evaluates its available-for-sale general account investments on a quarterly basis to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Assumptions and estimates about the issuer’s operations and ability to generate future cash flows are inherent in management’s evaluation of investments for other-than-temporary impairments (“OTTI”). The assessment of whether an OTTI has occurred on securities where management does not intend to sell the investment and it is not more likely than not the Company will be required to sell the investment before recovery of its amortized cost basis, is based upon management’s case-by-case evaluation of the underlying reasons for the decline in fair value of each individual security. Management considers a wide range of factors regarding the security
issuer and uses its best judgment in evaluating the cause of the decline in its estimated fair value and in assessing the prospects for near-term recovery. While all available information is taken into account, it is difficult to predict the ultimate recoverable amount from a distressed or impaired security. The evaluation of impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition or near term recovery prospects, the effects of changes in interest rates or credit spreads and the recovery period.
If an OTTI has occurred, the impairment amount is bifurcated into two components: the amount related to the credit loss and the amount attributed to other factors (referred to as the non-credit portion). The calculation of expected cash flows utilized during the impairment evaluation and bifurcation process is determined using judgment and the best information available to the Company including default rates, credit ratings, collateral characteristics and current levels of subordination.
The determination of the calculation and the adequacy of the commercial mortgage provision allowance and mortgage impairments (when management deems it probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement) involve judgments that incorporate qualitative and quantitative Company and industry mortgage performance data. Management’s periodic evaluation and assessment of the adequacy of the mortgage provision allowance and the need for mortgage impairments is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the fair value of the underlying collateral, composition of the loan portfolio, current economic conditions, loss experience and other relevant factors.
Valuation of derivatives and related hedge accounting
The fair value of derivatives is determined by quoted market prices or through the use of pricing models. The determination of fair value, when quoted market values are not available, is based on valuation methodologies and assumptions deemed appropriate under the circumstances. Values can be affected by changes in interest rates, foreign currency exchange rates, financial indices, credit spreads, market volatility and liquidity.
Judgment is applied in determining the availability and application of hedge accounting designations and the appropriate accounting treatment under accounting guidance. If it were determined that hedge accounting designations were not appropriately applied, reported net income could be materially affected. Differences in judgment as to the availability and application of hedge accounting designations and the appropriate accounting treatment may result in a differing impact on the consolidated financial statements of the Company from that previously reported. Assessments of hedge effectiveness and measurements of ineffectiveness of hedging relationships are also subject to interpretations and estimations and different interpretations or estimates may have a material effect on the amount reported in net income.
Valuation of DAC and related amortization
DAC represents policy acquisition costs consisting primarily of commissions, agency and policy issue expenses that have been capitalized and are subject to amortization and interest. Capitalized costs are incremental, direct costs of contract acquisition related directly to successful acquisition activities. Indirect or unsuccessful acquisition costs are expensed as incurred. DAC is amortized over the expected lives of the related contracts based upon the level and timing of either gross profits or gross premiums, depending upon the type of contract as discussed below. The recovery of DAC is dependent upon the future profitability of the related business. Recoverability testing is performed for current issue year products to determine if gross revenues less expenses are sufficient to cover DAC on these new sales. At least annually, loss recognition testing is also performed on aggregated blocks of existing business to determine if gross revenues less expenses are sufficient to cover the existing DAC balance.
DAC associated with traditional life insurance products is amortized over the premium-paying period in proportion to the present value of estimated premium revenues. Assumptions are locked in for traditional products.
DAC associated with universal-life type, annuity and investment-type products is amortized over the life of the contracts in proportion to the emergence of estimated gross profits. Quarterly, the Company updates the estimated present values of gross profits with actual gross profits. Periodically but at least semi-annually, the actual gross profits are compared to the estimated gross profits. When the actual gross profits change from previous estimates, the cumulative DAC amortization is re-estimated and adjusted by the cumulative charge or credit to current period earnings. When actual gross profits exceed those previously estimated, the DAC amortization will increase, resulting in a current period charge to earnings. The opposite result occurs when the actual gross profits are below those previously estimated. These adjustments are made when the Company revises its estimates for such factors as investment yield, realized investment gains and losses and policyholder retention.
DAC, for applicable products, is adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or charges included in accumulated other comprehensive income (loss) in the stockholder’s equity section in its consolidated balance sheets.
Valuation of policy benefit liabilities
The Company establishes liabilities for amounts payable under insurance policies and annuity contracts dependent on actuarial assumptions. Principal assumptions used in the establishment of liabilities for future policy benefits are mortality, policy lapse, renewal, retirement, investment returns, inflation, expenses and other contingent events as appropriate to the respective product type. These assumptions are established at the time the policy is issued and are intended to estimate the experience for the period the policy benefits are payable. Utilizing these assumptions, liabilities are established on a block of business basis. If experience is less favorable than the assumptions employed, additional liabilities may be required, resulting in a charge to current period earnings.
Insurance reserves
Generally, reserves for traditional life insurance contracts (term, whole life and group life) represent amounts payable over an extended period of time and the related liabilities are calculated as the present value of future expected benefits to be paid, reduced by the present value of future expected premiums. Such liabilities are established based upon estimates of future experience, including a provision for adverse deviation.
Minimum guarantees
The Company calculates additional reserve liabilities for certain variable annuity guaranteed death benefits. The additional reserve for such products recognizes the portion of contract assessments received to compensate the Company for death benefits. Reserves for annuity guaranteed minimum death benefits (“GMDB”) are determined by estimating the present value of expected benefits in excess of the projected account balance. Expected experience is based on a range of inputs and scenarios. The assumptions of investment performance and volatility are consistent with the historical experience of the appropriate underlying equity index, such as the Standard & Poor’s (“S&P”) 500 Index.
7.3 Company Results of Operations
Reconciliation of Net Income to Operating Income
The Company uses the same accounting policies and procedures to measure 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 not elected; 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 operating income as net income, excluding realized and unrealized gains and losses on investments and derivatives and their related tax effect. Operating income should not be viewed as a substitute for net income prepared in accordance with U.S. GAAP. In addition, the Company’s operating income measures may not be comparable to similarly titled measures reported by other companies.
Year ended December 31, 2014 compared with the year ended December 31, 2013
The following is a summary of the contributions of each segment to the net income and a reconciliation of net income to operating income:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (In millions) | | 2014 | | 2013 | | (decrease) | | change |
| Net income | | | | | | | | |
| Individual Markets segment | | $ | 140 |
| | $ | 65 |
| | $ | 75 |
| | 115 | % |
| Retirement Services segment | | 209 |
| | 75 |
| | 134 |
| | 179 | % |
| Other segment | | (32 | ) | | (11 | ) | | (21 | ) | | 191 | % |
| Total net income | | 317 |
| | 129 |
| | 188 |
| | 146 | % |
| Adjustments to net income | | | | | | | | |
| Unrealized investment gains (losses), net | | 44 |
| | (57 | ) | | 101 |
| | (177 | )% |
| Realized investment gains (losses), net | | 147 |
| | (14 | ) | | 161 |
| | (1,150 | )% |
Pro-rata tax (expense) benefit (1) | | (67 | ) | | 25 |
| | (92 | ) | | (368 | )% |
| Operating income | | $ | 193 |
| | $ | 175 |
| | $ | 18 |
| | 10 | % |
(1) Calculated utilizing estimated tax rate of 35%.
Unrealized investment gains (losses), net, recognized in income increased by $101 million from a loss of $57 million to a gain of $44 million. The primary driver of the change was an $89 million increase in unrealized gains from derivatives. In addition, there was a $12 million increase in unrealized gains on bonds.
Realized investment gains (losses), net, increased by $161 million from a loss of $14 million to a gain of $147 million. The fluctuation was driven primarily by an increase in gains of $152 million on forward settling TBA security transactions and an increase in gains of $17 million on bonds. Offsetting the increases was a $7 million decrease in gains on mortgages and other investments.
Pro-rata tax (expense) benefit increased by $92 million from a tax benefit of $25 million to a tax expense of $67 million resulting from an increase in total unrealized and realized investment gains (losses).
Year ended December 31, 2013 compared with the year ended December 31, 2012
The following is a summary of the contributions of each segment to the net income and a reconciliation of net income to operating income:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (In millions) | | 2013 | | 2012 | | (decrease) | | change |
| Net income | | | | | | | | |
| Individual Markets segment | | $ | 65 |
| | $ | 104 |
| | $ | (39 | ) | | (38 | )% |
| Retirement Services segment | | 75 |
| | 160 |
| | (85 | ) | | (53 | )% |
| Other segment | | (11 | ) | | (26 | ) | | 15 |
| | (58 | )% |
| Total net income | | 129 |
| | 238 |
| | (109 | ) | | (46 | )% |
| Adjustments to net income | | | | | | | | |
| Unrealized investment gains (losses), net | | (57 | ) | | 11 |
| | (68 | ) | | (618 | )% |
| Realized investment gains (losses), net | | (14 | ) | | 117 |
| | (131 | ) | | (112 | )% |
Pro-rata tax (expense) benefit (1) | | 25 |
| | (45 | ) | | 70 |
| | (156 | )% |
| Operating income | | $ | 175 |
| | $ | 155 |
| | $ | 20 |
| | 13 | % |
(1) Calculated utilizing estimated tax rate of 35%.
Unrealized investment gains (losses), net, recognized in income decreased by $68 million from a gain of $11 million to a loss of $57 million. The primary driver of the change was a $62 million decrease in unrealized gains from derivatives. Additionally, there was a $6 million decrease in unrealized gains on bonds.
Realized investment gains (losses), net, decreased by $131 million from a gain of $117 million to a loss of $14 million. The fluctuation was driven primarily by a $72 million increase in losses from forward settling TBA security transactions. There was also a $20 million increase in losses from the sales of certain perpetual debt investments which consisted of junior subordinated debt instruments, a $33 million decrease in gains on other bonds, and an $11 million decrease in gains on mortgage investments primarily due to a decrease in the mortgage provision allowance in 2012 that did not reoccur in 2013. The decreases were off set by a $5 million increase in gains on derivatives.
Pro-rata tax (expense) benefit decreased by $70 million from an expense of $45 million to a benefit of $25 million resulting from a decrease in total unrealized and realized investment gains (losses).
Company Results of Operations
Year ended December 31, 2014 compared with the year ended December 31, 2013
The following is a summary of certain financial data of the Company:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2014 | | 2013 | | (decrease) | | change |
| Premium income | | $ | 446 |
| | $ | 464 |
| | $ | (18 | ) | | (4 | )% |
| Fee income | | 729 |
| | 619 |
| | 110 |
| | 18 | % |
| Other revenue | | 8 |
| | 7 |
| | 1 |
| | 14 | % |
| Investment income | | 1,184 |
| | 1,148 |
| | 36 |
| | 3 | % |
| Total revenues | | 2,367 |
| | 2,238 |
| | 129 |
| | 6 | % |
| Policyholder benefits | | 1,222 |
| | 1,232 |
| | (10 | ) | | (1 | )% |
| Operating expenses | | 863 |
| | 747 |
| | 116 |
| | 16 | % |
| Total benefits and expenses | | 2,085 |
| | 1,979 |
| | 106 |
| | 5 | % |
| Operating income before income taxes | | 282 |
| | 259 |
| | 23 |
| | 9 | % |
| Income tax expense | | 89 |
| | 84 |
| | 5 |
| | 6 | % |
| Operating income | | $ | 193 |
| | $ | 175 |
| | $ | 18 |
| | 10 | % |
The Company’s consolidated operating income increased by $18 million, or 10%, to $193 million. The improvement in earnings was due to increased investment income. Offsetting the increase was a decrease in other revenue as a result of the termination of the reinsurance agreement with CLAC in 2013. In addition, the Company had lower premium income partially offset by lower policyholder benefits and higher fee income partially offset by higher operating expenses.
Premium income decreased by $18 million, or 4%, to $446 million. This decrease was primarily related to a $22 million decrease related to fewer policies in-force within the Other segment as a result of lapses on a block of 10-year term insurance policies whose original term ended in 2013. Lapses increase at the end of the original term due to an increase in premiums if the policy were to renew. Within the Individual Markets segment, the Company had an increase in premium which was primarily related to the amounts assessed for mortality coverage earned from the Company’s SPUL product. The average in-force for the SPUL product increased from $1,159 million to $1,675 million. The increase was partially offset by a decrease in premium driven by the $42 million received in 2013 in conjunction with the termination of the reinsurance agreement with CLAC.
Fee income increased by $110 million, or 18%, to $729 million. The increase was primarily related to an increase of $60 million, or 16%, in asset-based variable fee income resulting from increased average asset levels driven by sales growth and higher average equity market levels. The equity market performance was evidenced by a 17% increase in the average S&P 500 index during the year ended December 31, 2014 as compared to 2013. In addition, RPS earned $54 million of fees since its acquisition by the Company.
Investment income increased by $36 million, or 3%, to $1,184 million. This was due to higher investment income earned on bonds, mortgages and policy loans as a result of higher invested assets balances partially offset by lower yields.
Policyholder benefits decreased by $10 million, or 1%, to $1,222 million, primarily driven by the $47 million incurred in 2013 in conjunction with the termination of the reinsurance agreement with CLAC partially offset by higher interest credited or paid to contractholders as a result of increased average liabilities and an increase in crediting rate on the Company’s SPUL product. The Company also experienced higher death claims offset by lower annuity payments and accident and disability claims.
Operating expenses increased by $116 million, or 16%, to $863 million, as a result of higher commissions and incentive compensation resulting from increased sales and average asset levels and RPS related operating, acquisition and integration costs.
Income tax increased by $5 million, or 6%, to $89 million, primarily due to the increase in operating income before income taxes.
Year ended December 31, 2013 compared with the year ended December 31, 2012
The following is a summary of certain financial data of the Company:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2013 | | 2012 | | (decrease) | | change |
| Premium income | | $ | 464 |
| | $ | 422 |
| | $ | 42 |
| | 10 | % |
| Fee income | | 619 |
| | 536 |
| | 83 |
| | 15 | % |
| Other revenue | | 7 |
| | — |
| | 7 |
| | 100 | % |
| Investment income | | 1,148 |
| | 1,180 |
| | (32 | ) | | (3 | )% |
| Total revenues | | 2,238 |
| | 2,138 |
| | 100 |
| | 5 | % |
| Policyholder benefits | | 1,232 |
| | 1,198 |
| | 34 |
| | 3 | % |
| Operating expenses | | 747 |
| | 695 |
| | 52 |
| | 7 | % |
| Total benefits and expenses | | 1,979 |
| | 1,893 |
| | 86 |
| | 5 | % |
| Operating income before income taxes | | 259 |
| | 245 |
| | 14 |
| | 6 | % |
| Income tax expense | | 84 |
| | 90 |
| | (6 | ) | | (7 | )% |
| Operating income | | $ | 175 |
| | $ | 155 |
| | $ | 20 |
| | 13 | % |
The Company’s consolidated operating income increased by $20 million, or 13%, to $175 million. The increase in earnings was primarily due to higher premium income partially offset by higher policyholder benefits and higher fee income partially offset by higher operating expenses. The Company also had higher other revenue as a result of the termination of the reinsurance agreement with CLAC and a decrease in investment income.
Premium income increased by $42 million, or 10%, to $464 million. This increase was primarily related to the $42 million received in conjunction with the termination of the reinsurance agreement with CLAC. The increase in premium from the CLAC agreement was partially offset by a decrease in premium income primarily related to sales of the single premium whole life (“SPWL”) product marketed through banks. In 2011, the Company began replacing the SPWL product with a SPUL product. The SPWL product is considered an insurance contract, and SPWL product sales are recognized as premium income. Conversely, the SPUL product is considered an investment contract, and SPUL product sales are recognized as deposits rather than as premium income.
Fee income increased by $83 million, or 15%, to $619 million. The increase was primarily related to improved variable fee income due to increased average asset levels driven by higher average equity market levels. The equity market performance was evidenced by a 19% increase in the average S&P 500 index.
Other revenue increased by $7 million, or 100%, as a result of the termination of the reinsurance agreement with CLAC.
Investment income decreased by $32 million, or 3%, to $1,148 million. The decrease was primarily due to decreases in investment income earned on bonds, mortgages and policy loans as a result of lower yields partially offset by higher invested assets balances.
Policyholder benefits increased by $34 million, or 3%, to $1,232 million, The increase in policyholder benefits was primarily attributable to the $47 million incurred in conjunction with the termination of the reinsurance agreement with CLAC partially offset by a decrease in policyholder benefits due to the change in the mix of sales mentioned in premiums.
Operating expense increased by $52 million, or 7%, to $747 million. The increase was primarily due to higher asset-based commissions and incentive compensation due to higher sales. The Company also had higher general and administrative expense as a result of overall growth in the business.
Income tax expense decreased by $6 million, or 7%, to $84 million due to an $11 million adjustment to taxes included in the 2012 expense related to the 2008 tax year IRS examination.
7.4 Individual Markets Segment Results of Operations
Year ended December 31, 2014 compared with the year ended December 31, 2013
The following is a summary of certain financial data of the Individual Markets segment:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2014 | | 2013 | | (decrease) | | change |
| Premium income | | $ | 360 |
| | $ | 354 |
| | $ | 6 |
| | 2 | % |
| Fee income | | 96 |
| | 94 |
| | 2 |
| | 2 | % |
| Other revenue | | — |
| | 7 |
| | (7 | ) | | (100 | )% |
| Investment income | | 729 |
| | 711 |
| | 18 |
| | 3 | % |
| Total revenues | | 1,185 |
| | 1,166 |
| | 19 |
| | 2 | % |
| Policyholder benefits | | 903 |
| | 921 |
| | (18 | ) | | (2 | )% |
| Operating expenses | | 137 |
| | 142 |
| | (5 | ) | | (4 | )% |
| Total benefits and expenses | | 1,040 |
| | 1,063 |
| | (23 | ) | | (2 | )% |
| Operating income before income taxes | | 145 |
| | 103 |
| | 42 |
| | 41 | % |
| Income tax expense | | 47 |
| | 37 |
| | 10 |
| | 27 | % |
| Operating income | | $ | 98 |
| | $ | 66 |
| | $ | 32 |
| | 48 | % |
Operating income for the Individual Markets segment increased by $32 million, or 48%, to $98 million. The increase in earnings was primarily due to an increase in investment income and a decrease in policyholder benefits. Offsetting these favorable variances was a decrease in other revenue as a result of the termination of the reinsurance agreement with CLAC in 2013.
Premium income increased by $6 million, or 2%, to $360 million. This increase was primarily related to the amounts assessed for mortality coverage earned from the Company’s SPUL product. The average in-force amount for the SPUL product increased from $1,159 million to $1,675 million. The increase was partially offset by a decrease in premium driven by the $42 million received in 2013 in conjunction with the termination of the reinsurance agreement with CLAC.
Fee income increased by $2 million, or 2%, to $96 million. The increase was primarily related to fees earned on the executive benefits market due to increased assets resulting from higher sales.
Other revenue decreased by $7 million, or 100% as a result of the termination of the reinsurance agreement with CLAC in 2013.
Investment income increased by $18 million, or 3%, to $729 million. This was due to higher investment income earned on bonds, mortgages and policy loans as a result of higher invested assets balances partially offset by lower yields.
Policyholder benefits decreased by $18 million, or 2%, to $903 million which primarily reflects the $47 million incurred in 2013 in conjunction with the termination of the reinsurance agreement with CLAC partially offset by higher interest credited or paid to contractholders as a result of increased average liabilities and an increase in crediting rate on the Company’s SPUL product. The Company also experienced higher death claims offset by lower annuity payments and accident and disability claims.
Operating expenses decreased by $5 million, or 4%, to $137 million, primarily related to favorable DAC unlocking mainly as result of prospective assumption changes in the current year. Partially offsetting this decrease was an increase in expense related to higher incentive compensation due to an increase in sales and higher general and administrative expense as a result of overall segment growth.
Income tax expense increased by $10 million, or 27%, to $47 million, primarily due to the increase in operating income before income taxes.
Year ended December 31, 2013 compared with the year ended December 31, 2012
The following is a summary of certain financial data of the Individual Markets segment:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2013 | | 2012 | | (decrease) | | change |
| Premium income | | $ | 354 |
| | $ | 314 |
| | $ | 40 |
| | 13 | % |
| Fee income | | 94 |
| | 75 |
| | 19 |
| | 25 | % |
| Other revenue | | 7 |
| | — |
| | 7 |
| | 100 | % |
| Investment income | | 711 |
| | 725 |
| | (14 | ) | | (2 | )% |
| Total revenues | | 1,166 |
| | 1,114 |
| | 52 |
| | 5 | % |
| Policyholder benefits | | 921 |
| | 883 |
| | 38 |
| | 4 | % |
| Operating expenses | | 142 |
| | 137 |
| | 5 |
| | 4 | % |
| Total benefits and expenses | | 1,063 |
| | 1,020 |
| | 43 |
| | 4 | % |
| Operating income before income taxes | | 103 |
| | 94 |
| | 9 |
| | 10 | % |
| Income tax expense | | 37 |
| | 29 |
| | 8 |
| | 28 | % |
| Operating income | | $ | 66 |
| | $ | 65 |
| | $ | 1 |
| | 2 | % |
Operating income for the Individual Markets segment increased by $1 million, or 2%, to $66 million. The increase in earnings was primarily due to higher fee income partially offset by higher operating expenses and higher other revenue as a result of the termination of the reinsurance agreement with CLAC. These increases were offset by a decrease in investment income.
Premium income increased by $40 million, or 13%, to $354 million. The increase was primarily related to $53 million in the participating block of business of which $42 million was received in conjunction with the termination of the reinsurance agreement with CLAC. The increase in premiums from the participating block of business was partially offset by a $9 million decrease in premium income related to sales of the SPWL product marketed through banks.
Fee income increased by $19 million, or 25%, to $94 million. The increase was primarily related to fees earned on the SPUL product. Additionally, the increase was driven by fees on the executive benefits and IRA products reflecting higher variable policy balances and an overall increase in the size of the block of business.
Other revenue increased by $7 million as a result of the termination of the reinsurance agreement with CLAC.
Investment income decreased by $14 million, or 2%, to $711 million. The decrease was due to a $7 million decrease in investment income earned on bonds, mortgages and policy loans as a result of lower yields partially offset by higher invested assets balances. Additionally, the Company had a $7 million decrease in investment income on other investments.
Policyholder benefits increased by $38 million, or 4%, to $921 million. The increase in policyholder benefits was primarily due to $47 million incurred in conjunction with the termination of the reinsurance agreement with CLAC offset by a decrease in policyholder benefits of $9 million due to the change in the mix of sales mentioned in premiums.
Operating expenses increased by $5 million, or 4%, to $142 million due to higher general and administrative expense as a result of overall segment growth.
Income tax expense increased by $8 million, or 28%, to $37 million, primarily due to the increase in operating income before income taxes.
7.5 Retirement Services Segment Results of Operations
Year ended December 31, 2014 compared with the year ended December 31, 2013
The following is a summary of certain financial data of the Retirement Services segment:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2014 | | 2013 | | (decrease) | | change |
| Premium income | | $ | 1 |
| | $ | 4 |
| | $ | (3 | ) | | (75 | )% |
| Fee income | | 629 |
| | 520 |
| | 109 |
| | 21 | % |
| Other revenue | | 8 |
| | — |
| | 8 |
| | 100 | % |
| Investment income | | 401 |
| | 386 |
| | 15 |
| | 4 | % |
| Total revenues | | 1,039 |
| | 910 |
| | 129 |
| | 14 | % |
| Policyholder benefits | | 206 |
| | 196 |
| | 10 |
| | 5 | % |
| Operating expenses | | 647 |
| | 538 |
| | 109 |
| | 20 | % |
| Total benefits and expenses | | 853 |
| | 734 |
| | 119 |
| | 16 | % |
| Operating income before income taxes | | 186 |
| | 176 |
| | 10 |
| | 6 | % |
| Income tax expense | | 59 |
| | 56 |
| | 3 |
| | 5 | % |
| Operating income | | $ | 127 |
| | $ | 120 |
| | $ | 7 |
| | 6 | % |
Operating income for the Retirement Services segment increased by $7 million, or 6%, to $127 million. The increase was due to higher investment income and higher fee income offset by higher operating expense.
Fee income and other revenue increased by $117 million, or 23%, to $637 million. The increase was primarily related to an increase of $60 million, or 16%, in asset-based variable fee income resulting from increased average asset levels driven by sales growth and higher average equity market levels. The equity market performance was evidenced by a 17% increase in the average S&P 500 index. In addition, RPS earned $54 million of fees since its acquisition by the Company.
Investment income increased by $15 million, or 4%, to $401 million. This was due to higher investment income earned on bonds, mortgages and policy loans as a result of higher invested assets balances partially offset by lower yields.
Policyholder benefits increased by $10 million, or 5%, to $206 million, driven by higher interest credited or paid to contractholders as a result of increased average liabilities offset by lower crediting rates and lower annuity payments.
Operating expenses increased by $109 million, or 20%, to $647 million, driven by RPS related operating costs, higher asset-based commissions due to increased average asset levels driven by sales growth and higher average equity market levels and higher incentive compensation due to the sale of larger plans.
Income tax expense increased by $3 million, or 5%, to $59 million. The increase was primarily due to the increase in operating income before income taxes.
Year ended December 31, 2013 compared with the year ended December 31, 2012
The following is a summary of certain financial data of the Retirement Services segment:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2013 | | 2012 | | (decrease) | | change |
| Premium income | | $ | 4 |
| | $ | 4 |
| | $ | — |
| | — | % |
| Fee income | | 520 |
| | 456 |
| | 64 |
| | 14 | % |
| Investment income | | 386 |
| | 408 |
| | (22 | ) | | (5 | )% |
| Total revenues | | 910 |
| | 868 |
| | 42 |
| | 5 | % |
| Policyholder benefits | | 196 |
| | 204 |
| | (8 | ) | | (4 | )% |
| Operating expenses | | 538 |
| | 493 |
| | 45 |
| | 9 | % |
| Total benefits and expenses | | 734 |
| | 697 |
| | 37 |
| | 5 | % |
| Operating income before income taxes | | 176 |
| | 171 |
| | 5 |
| | 3 | % |
| Income tax expense | | 56 |
| | 55 |
| | 1 |
| | 2 | % |
| Operating income | | $ | 120 |
| | $ | 116 |
| | $ | 4 |
| | 3 | % |
Operating income for the Retirement Services segment increased by $4 million, or 3%, to $120 million. The increase in earnings was primarily due to higher fee income offset by higher operating expenses. The increase was partially offset by lower investment income.
Fee income increased by $64 million, or 14%, to $520 million. The increase was primarily related to improved variable fee income due to increased average asset levels driven by higher average equity market levels. The equity market performance was evidenced by a 19% increase in the average S&P 500 index.
Investment income decreased by $22 million, or 5%, to $386 million. The decrease was due to decreases in investment income earned on bonds, mortgages and policy loans as a result of lower yields partially offset by higher invested assets balances.
Policyholder benefits decreased by $8 million, or 4%, to $196 million primarily driven by a decrease in interest paid to policyholders due to lower credited rates and lower annuity payments.
Operating expense increased by a $45 million, or 9%, to $538 million, driven by higher asset-based commission and incentive compensation expense reflecting sales growth and improved performance of the U.S. equities market. The higher operating expenses are also due to an increase in other general operating expense due to segment growth as well as a guaranty fund assessment incurred by the Company in 2013.
Income tax expense increased by $1 million, or 2%, to $56 million. The increase was primarily due to the increase in operating income before income taxes.
7.6 Other Segment Results of Operations
Year ended December 31, 2014 compared with the year ended December 31, 2013
The following is a summary of certain financial data of the Company’s Other segment:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2014 | | 2013 | | (decrease) | | change |
| Premium income | | $ | 85 |
| | $ | 107 |
| | $ | (22 | ) | | (21 | )% |
| Fee income | | 4 |
| | 4 |
| | — |
| | — | % |
| Investment income | | 54 |
| | 51 |
| | 3 |
| | 6 | % |
| Total revenues | | 143 |
| | 162 |
| | (19 | ) | | (12 | )% |
| Policyholder benefits | | 113 |
| | 115 |
| | (2 | ) | | (2 | )% |
| Operating expenses | | 79 |
| | 67 |
| | 12 |
| | 18 | % |
| Total benefits and expenses | | 192 |
| | 182 |
| | 10 |
| | 5 | % |
| Operating loss before income taxes | | (49 | ) | | (20 | ) | | (29 | ) | | 145 | % |
| Income tax benefit | | (17 | ) | | (9 | ) | | (8 | ) | | 89 | % |
| Operating loss | | $ | (32 | ) | | $ | (11 | ) | | $ | (21 | ) | | 191 | % |
Operating loss for the Company’s Other segment increased by $21 million from a loss of $11 million to a loss of $32 million. The loss was primarily due to an increase in operating expenses of $12 million, or 18%, primarily driven by RPS related acquisition and integration costs. Additionally, the Company had a $22 million decrease in premiums as a result of lapses on a block of 10-year term insurance policies whose original term ended in 2013 offset by a $2 million decrease in policyholder benefits. Lapses increase at the end of the original term due to an increase in premiums if the policy were to renew.
Year ended December 31, 2013 compared with the year ended December 31, 2012
The following is a summary of certain financial data of the Company’s Other segment:
|
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | Increase | | Percentage |
| Income statement data (in millions) | | 2013 | | 2012 | | (decrease) | | change |
| Premium income | | $ | 107 |
| | $ | 104 |
| | $ | 3 |
| | 3 | % |
| Fee income | | 4 |
| | 5 |
| | (1 | ) | | (20 | )% |
| Investment income | | 51 |
| | 47 |
| | 4 |
| | 9 | % |
| Total revenues | | 162 |
| | 156 |
| | 6 |
| | 4 | % |
| Policyholder benefits | | 115 |
| | 111 |
| | 4 |
| | 4 | % |
| Operating expenses | | 67 |
| | 65 |
| | 2 |
| | 3 | % |
| Total benefits and expenses | | 182 |
| | 176 |
| | 6 |
| | 3 | % |
| Operating loss before income taxes | | (20 | ) | | (20 | ) | | — |
| | — | % |
| Income tax (benefit) expense | | (9 | ) | | 6 |
| | (15 | ) | | (250 | )% |
| Operating loss | | $ | (11 | ) | | $ | (26 | ) | | $ | 15 |
| | (58 | )% |
Operating loss for the Company’s Other segment decreased by $15 million from a loss of $26 million to a loss of $11 million. The decrease in net loss was due to the $15 million change in income tax expense (benefit) from an expense of $6 million to a benefit of $9 million. The change in income tax expense (benefit) is primarily the result of an $11 million adjustment to taxes included in the 2012 expense related to the 2008 tax year IRS examination.
7.7 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. |
| | | | | | | | | | | | | | |
| | | December 31, |
| (In millions) | | 2014 | | 2013 |
| Fixed maturities, available-for-sale | | $ | 20,162 |
| | 71.1 | % | | $ | 18,470 |
| | 69.6 | % |
| Fixed maturities, held for trading | | 339 |
| | 1.2 | % | | 336 |
| | 1.3 | % |
| Mortgage loans on real estate | | 3,364 |
| | 11.9 | % | | 3,134 |
| | 11.8 | % |
| Policy loans | | 4,130 |
| | 14.6 | % | | 4,185 |
| | 15.8 | % |
| Short-term investments | | 263 |
| | 0.9 | % | | 294 |
| | 1.1 | % |
| Limited partnership and other corporation interests | | 49 |
| | 0.2 | % | | 79 |
| | 0.3 | % |
| Other investments | | 16 |
| | 0.1 | % | | 18 |
| | 0.1 | % |
| Total investments | | $ | 28,323 |
| | 100.0 | % | | $ | 26,516 |
| | 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 the rating agencies. The Company’s internal rating methodology generally takes into account ratings from Standard & Poor’s Ratings Services, Fitch Ratings and Moody’s Investor Services, Inc. In addition, the 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:
|
| | | | | | |
| | | December 31, |
| Credit Rating | | 2014 | | 2013 |
| AAA | | 28.2 | % | | 28.4 | % |
| AA | | 15.3 | % | | 15.3 | % |
| A | | 28.2 | % | | 26.5 | % |
| BBB | | 27.5 | % | | 28.6 | % |
| BB and below (Non-investment grade) | | 0.8 | % | | 1.2 | % |
| Total | | 100.0 | % | | 100.0 | % |
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:
|
| | | | | | |
| | | December 31, |
| Sector | | 2014 | | 2013 |
| Utility | | 18.3 | % | | 18.5 | % |
| Finance | | 10.0 | % | | 10.0 | % |
| Consumer | | 9.8 | % | | 9.9 | % |
| Natural resources | | 5.9 | % | | 5.2 | % |
| Transportation | | 3.2 | % | | 3.0 | % |
| Other | | 11.3 | % | | 11.1 | % |
Securities Lending and Cash Collateral Reinvestment Practices
Cash collateral related to the securities lending program is invested in U.S. Government or U.S. Government Agency securities. In addition, the securities lending agent indemnifies the Company against borrower risk, meaning that the lending agent agrees contractually to replace securities not returned due to a borrower default. As of December 31, 2014 and 2013, the Company had fixed maturities with estimated fair values of $15 million and $27 million, respectively, out on loan, all of which are fully collateralized as described above. The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancement on its investment portfolio.
Mortgage Loans on Real Estate
The Company’s mortgage loans on real estate are comprised exclusively of domestic commercial collateralized real estate loans. The mortgage loan portfolio is diversified with regard to geographical markets and commercial real estate property types within the United States. 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 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 not elected, 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.
Investment Yield
Net investment income includes interest income, dividends, the amortization of premiums, discounts and origination fees, and unrealized gains (losses) on held for trading fixed maturity investments. Additionally, it includes changes in the fair value of derivatives not qualifying for hedge accounting or where hedge accounting is not elected and the over effective portion of cash flow hedges.
To analyze investment performance, the Company excludes net investment income related to derivative instruments and interest on funds withheld balances under reinsurance agreements in order to assess underlying profitability and results from ongoing operations. Net investment income performance is summarized as follows:
|
| | | | | | | | | | | | |
| (In millions) | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Net investment income | | $ | 1,228 |
| | $ | 1,091 |
| | $ | 1,192 |
|
| Less: | | | | | | |
| Net investment income from derivative instruments | | 39 |
| | (45 | ) | | 16 |
|
| Net interest on funds withheld balances under reinsurance agreements, related party | | 21 |
| | 21 |
| | 19 |
|
| Net investment income excluding derivative instruments and interest on funds withheld balances | | 1,168 |
| | 1,115 |
| | 1,156 |
|
| Average invested assets, at amortized cost | | 26,641 |
| | 25,240 |
| | 23,753 |
|
| Yield on average invested assets | | 4.38 | % | | 4.42 | % | | 4.87 | % |
The yield on average invested assets decreased in 2014 when compared to 2013. The decline was primarily due to the Company earning lower earned rates on new investments as the U.S. Treasury curve shifted lower during the year in conjunction with charging lower interest rates on policy loans. The decline in earned rates was partially offset by unrealized gains recognized in the income statement on investments classified as held for trading. The yield on average invested assets decreased in 2013 when compared to 2012 also primarily as a result of lower earned rates. Additionally, the Company had unrealized losses recognized in the income statement on investments classified as held for trading.
7.8 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 that totaled $276 million and $302 million as of December 31, 2014 and 2013, respectively. In addition, 99% of the fixed maturity portfolio carried an investment grade rating at December 31, 2014 and 2013, 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 $99 million of commercial paper outstanding at December 31, 2014 and 2013. 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. Through the recent financial market volatility, the Company continued to have the ability to access the capital markets for funds. The loss of this access in the future would not have a significant impact to the Company’s liquidity as commercial paper is not used to fund daily operations and is an insignificant amount in relation to total invested assets.
The Company also has available a revolving credit facility agreement with U.S. Bank, which expires on March 1, 2018, in the amount of $50 million for general corporate purposes. The Company had no borrowings under this credit facility as of or
during the year ended December 31, 2014. 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.
7.9 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 December 31, 2014 and 2013 were $166 million and $197 million, respectively. The precise timing of the fulfillment of the commitment cannot be predicted; however, these amounts are due within one year of the dates indicated. There are no other obligations or liabilities arising from such arrangements that are reasonably likely to become material.
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 $2 million and $9 million as collateral at December 31, 2014 and 2013, respectively, which have not been recorded on the consolidated balance sheets.
The Company, as lessee, has entered into various lease and sublease agreements primarily for the rental of office space.
The Company maintains a corporate credit facility agreement in the amount of $50 million for general corporate purposes. The Company had no borrowings under the credit facility either at or during the years ended December 31, 2014 or 2013.
GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under a reinsurance agreement for policy liabilities and capital support. The first letter of credit is for $1,169 million and renews annually until it expires on July 3, 2027. The second letter of credit is for $70 million and renews annually until it expires on December 31, 2017.
In addition, the Company has other letters of credit with a total amount of $8,975, renewable annually for an indefinite period of time.
7.10 Contractual Obligations
The following table summarizes the Company’s major contractual obligations at December 31, 2014:
|
| | | | | | | | | | | | | | | | | | | | |
| | | Payment due by period |
| | | Less than | | One to | | Three to | | More than | | |
| (in thousands) | | one year | | three years | | five years | | five years | | Total |
Future policy benefits (1) | | $ | 2,215,422 |
| | $ | 4,269,919 |
| | $ | 4,103,235 |
| | $ | 48,056,260 |
| | $ | 58,644,836 |
|
Policy and contract claims (2) | | 170,074 |
| | 38,277 |
| | 29,698 |
| | 113,072 |
| | 351,121 |
|
Policyholders’ funds (3) | | 335,484 |
| | — |
| | — |
| | — |
| | 335,484 |
|
Provision for policyholder dividends (4) | | 58,577 |
| | — |
| | — |
| | — |
| | 58,577 |
|
Undistributed earnings on participating business (5) | | — |
| | — |
| | — |
| | 20,050 |
| | 20,050 |
|
Related party long-term debt - principal (6) | | — |
| | — |
| | — |
| | 528,400 |
| | 528,400 |
|
Related party long-term debt - interest (7) | | 37,031 |
| | 74,062 |
| | 74,062 |
| | 827,007 |
| | 1,012,162 |
|
Commercial paper (8) | | 98,589 |
| | — |
| | — |
| | — |
| | 98,589 |
|
Payable under securities lending agreements (9) | | 13,741 |
| | — |
| | — |
| | — |
| | 13,741 |
|
Investment purchase obligations (10) | | 166,356 |
| | — |
| | — |
| | — |
| | 166,356 |
|
Operating leases (11) | | 10,699 |
| | 14,303 |
| | 11,668 |
| | 8,074 |
| | 44,744 |
|
Other liabilities (12) | | 945,260 |
| | 36,354 |
| | 34,507 |
| | 42,164 |
| | 1,058,285 |
|
| Total | | $ | 4,051,233 |
| | $ | 4,432,915 |
| | $ | 4,253,170 |
| | $ | 49,595,027 |
| | $ | 62,332,345 |
|
(1),(2) Future policy benefits and policy and contract claims - The Company has estimated payments to be made to policy and contract holders for future policy benefits. Insurance and investment contract liabilities include various investment-type products with contractually scheduled maturities, including periodic payments of a term certain nature. However, a significant portion of policy benefits and claims to be paid do not have stated contractual maturity dates and ultimately may not result in any payment obligation.
Estimated future policyholder obligations have been developed in accordance with industry accepted actuarial standards based upon the estimated timing of cash flows related to the policies or contracts, the Company’s historical experience and its expectation of future payment patterns. Management has incorporated significant assumptions in developing these estimates, many of which are outside of the Company’s control and include assumptions relating to mortality, morbidity, policy renewals and terminations, retirement, inflation, disability recovery rates, investment returns, future interest credited rate levels, policy loans, future premium receipts on current policies in-force and other contingent events as may be appropriate to the respective product type. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results.
The amounts presented in the table above are undiscounted as to interest. Accordingly, the sum of the estimated cash payment presented significantly exceeds the liability amount on the Company’s consolidated balance sheet principally due to the time value of money.
Separate account liabilities have been excluded from the table above. Separate account obligations are legally insulated from general account assets. Separate account liabilities represent funds maintained by the Company to meet the specific investment objectives of the contract holders who bear the related investment risk. It is generally expected that the separate account liabilities will be fully funded by the separate account assets.
Policy and contract claims consist of liabilities associated with installment claims on certain long-term disability policies. Because the timing of the payment of these obligations is based upon assumptions of disability recovery rates, the amounts presented could differ from actual results.
(3) Policyholders’ funds - Policyholders’ funds consist primarily of future policy benefits associated with policyholder deposits, participating policy dividends left on deposit and provisions for experience rating refunds. Because the timing of the payment of some of these obligations is unknown and beyond the control of the Company, the obligations related to these liabilities are presented in the table above in the less than one year category in the amounts of the liabilities presented in the Company’s consolidated balance sheet.
(4) Provision for policyholders’ dividends - The provision for policyholders’ dividends payable represents the liabilities related to dividends payable in the following year on participating policies. As such, the obligations related to these liabilities are presented in the table above in the less than one year category in the amounts of the liabilities presented in the Company’s consolidated balance sheet.
(5) Undistributed earnings on participating business — The dividend scale for the undistributed earnings on participating business is determined annually. As such, the timing of the payment of the liability for undistributed earnings on participating business is unknown by its nature and subject to significant long-term uncertainty. Due to this uncertainty, the obligation related to this liability is presented in the table above in the more than five year category in the amount of the liability presented in the Company’s consolidated balance sheet.
(6) Related party long-term debt principal - Represents contractual maturities of principal due to the Company’s parent, GWL&A Financial, under the terms of two long-term surplus notes. The amounts shown in this table differ from the amounts included in the Company’s consolidated balance sheet because the amounts shown above do not consider the discount upon the issuance of one of the surplus notes.
(7) Related party long-term debt interest - One long-term surplus note bears interest at a fixed rate through maturity. The second surplus note bears interest initially at a fixed rate that will change in the future based upon the then current three-month London Interbank Offering Rate. The interest payments shown in this table are calculated based upon the contractual rates in effect on December 31, 2014 and do not consider the impact of future interest rate changes.
(8) Commercial paper - The Company’s obligations under its commercial paper program are short-term in nature. The amount presented represents the amount due upon maturity of the instrument. The obligation related to this liability is presented in the table above in the less than one year category as presented in the Company’s consolidated balance sheet.
(9) Payable under securities lending agreements - The Company accepts both cash and non-cash collateral in connection with its securities lending program. Since the securities lending transactions generally terminate within one year or the timing of the return of the collateral is uncertain, the obligations related to these liabilities are presented in the table above in the less than one year category in the amounts of the liabilities presented in the Company’s consolidated balance sheet.
(10) Investment purchase obligations - The Company makes commitments to fund partnership interests, mortgage loans on real estate and other investments in the normal course of its business. As the timing of the fulfillment of the commitment to fund partnership interests cannot be predicted, such obligations are presented in the less than one year category. The timing of the funding of mortgage loans on real estate is based on the expiration date of the commitment.
(11) Operating leases - The Company is obligated to make payments under various non-cancelable operating leases, primarily for office space. Contractual provisions exist that could increase the lease obligations presented, including operating expense escalation clauses. Management does not consider the impact of any such clauses to be material to the Company’s operating lease obligations. The Company’s total future operating lease obligation will be reduced by minimum reimbursement of $9,953 due in the future under non-cancelable agreements.
From time to time, the Company enters into agreements or contracts, including capital leases, to purchase goods or services in the normal course of its business. However, these agreements and contracts are not material and are excluded from the table above.
(12) Other liabilities - Other liabilities include those other liabilities which represent contractual obligations not included elsewhere in the table above. If the timing of the payment of any other liabilities was sufficiently uncertain, the amounts were included in the less than one year category. Other liabilities presented in the table above include:
•Liabilities under reinsurance arrangements
•Liabilities related to securities purchased but not yet settled
•Liabilities related to derivative obligations
•Statutory state escheat liabilities
| |
| • | Expected contributions to the Company’s defined benefit pension plan and benefit payments for the post-retirement medical plan and supplemental executive retirement plan through 2021 |
•Unrecognized tax benefits
•Miscellaneous purchase obligations to acquire goods and services
7.11 Application of Recent Accounting Pronouncements
See Note 3 to the accompanying consolidated financial statements for a further discussion of the application of recent accounting pronouncements.
Item 7A. 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. |
Market risk
The Company’s exposure to interest rate changes results from its significant holdings of fixed maturity investments, mortgage loans on real estate and interest rate sensitive liabilities. The fixed maturity investments primarily consist of direct obligations of the U.S. government and its agencies, direct obligations of U.S. states and their subdivisions, corporate debt securities and asset-backed and mortgage-backed securities. All of these investments are exposed to changes in interest rates. Interest rate sensitive product liabilities, primarily those liabilities associated with universal life insurance contracts and annuity contracts, have the same type of interest rate risk exposure as fixed maturity securities and mortgage loans on real estate.
To reduce interest rate risk, the Company performs periodic projections of asset and liability cash flows in order to evaluate the interest rate sensitivity of its fixed maturity securities and its product liabilities to interest rate movements. For determinate liabilities, i.e. liabilities with stable, predictable cash flows on products that can’t be repriced (for example, certificate annuities and payout annuities), asset/liability cash flow mismatches are monitored and the asset portfolios are rebalanced as necessary to keep the mismatches within tolerance limits. For these determinate liabilities, the investment policy predominantly requires assets with stable, predictable cash flows so that changes in interest rates will not cause changes in the timing of asset cash flows resulting in mismatches. For indeterminate liabilities, i.e. liabilities that have less predictable cash flows but that can be repriced (for example, portfolio annuities and universal life insurance), the potential mismatch of assets and liabilities is tested
under a wide variety of interest scenarios. The potential cost of this mismatch is calculated. If the potential cost is considered to be too high, actions considered would include rebalancing the asset portfolio and/or purchasing derivatives that reduce the risk as part of the hedging strategy program discussed below. For each major block of indeterminate liabilities, the asset and liability positions are reviewed in senior management meetings to proactively recommend changes in the current investment strategy and/or a rebalance of the asset portfolio.
The Company has strict operating policies which prohibit the use of derivative instruments for speculative purposes, permit derivative transactions only with approved counterparties, specify limits on concentration of risk and provide requirements of reporting and monitoring systems. The Company supports a hedging strategy program that consists of the use of various derivative instruments including futures, interest rate swaps and options such as interest rate swaptions. Derivative strategies include the following:
| |
| • | Futures are commitments to either purchase or sell designated financial instruments at a future date for a specified price. |
| |
| • | Interest rate swaps involve the periodic exchange of cash flows with third parties at specified intervals calculated using agreed upon rates or other financial variables. |
| |
| • | Option contracts grant the purchaser, in consideration for the payment of a premium, the right to either purchase from or sell to the issuer a financial instrument at a specified price within a specified time period or on a stated date. |
Interest rate swaptions grant the purchaser the right to enter into a swap with predetermined fixed-rate payments over a predetermined time period on the exercise date.
The Company has estimated the possible effects of interest rate changes at December 31, 2014. If interest rates increased by 100 basis points (1.00%), the December 31, 2014 fair value of the fixed income assets in the general account would decrease by approximately $1,520 million. This calculation uses projected asset cash flows, discounted back to December 31, 2014. The cash flow projections are shown in the table below. The table below shows cash flows rather than expected maturity dates because many of the Company’s assets have substantial expected principal payments prior to the final maturity date. The fair value shown in the table below was calculated using spot discount interest rates that varied by the year in which the cash flows are expected to be received. The spot rates in the benchmark calculation range from 0.220% to 4.003%.
|
| | | | | | | | |
| Projected cash flows by calendar years (In millions) | | Benchmark | | Interest rate increase one percent |
| 2015 | | $ | 2,964 |
| | $ | 2,900 |
|
| 2016 | | 2,427 |
| | 2,414 |
|
| 2017 | | 2,260 |
| | 2,244 |
|
| 2018 | | 2,438 |
| | 2,429 |
|
| 2019 | | 2,408 |
| | 2,406 |
|
| Thereafter | | 18,063 |
| | 18,363 |
|
| Undiscounted total | | $ | 30,560 |
| | $ | 30,756 |
|
| | | | | |
| Fair value | | $ | 24,732 |
| | $ | 23,212 |
|
The Company administers separate account variable annuities and provides other investment and retirement services where fee income is earned and profitability is determined based upon a percentage of account balances or AUM. Fluctuations in fund asset levels occur as a result of both changes in cash flow and general market conditions. There is a market risk of lower fee income if equity markets decline. If equity markets were to decline by 10% from benchmark levels at December 31, 2014, the Company’s associated net fee income after subadvisor fees in 2014 would decline by approximately $16 million.
The Company’s surplus assets include equity investments. There is a market risk of lower asset values if equity markets decline. If equity markets were to decline by 10%, the Company would have an additional unrealized loss of approximately $4.2 million on equity investments. This unrealized loss would not impact net income but would reduce stockholder’s equity.
The Company has sold variable annuities with various forms of guaranteed minimum death benefits and guaranteed minimum withdrawal benefits. The Company is required to hold future policy benefit liabilities for these guaranteed benefits. If equity markets were to decline by 10%, the liability for these benefits would increase by approximately $0.8 million. The Company’s dynamic hedging program for the guaranteed minimum withdrawal benefit product would be expected to offset changes in the guaranteed minimum withdrawal benefit liability.
The Company has exposure to foreign currency exchange rate fluctuations. To manage foreign currency exchange risk, the Company uses currency swaps to convert foreign currency back to United States dollars. These swaps are entered into each time a foreign currency denominated asset is purchased.
Insurance risk
The Company manages the risks associated with its insurance and other contractual liabilities through the use of actuarial modeling techniques. These techniques utilize significant assumptions including morbidity, mortality, persistency, expenses and the cash flow stream of benefit payments. Through these techniques, the Company attempts to match the anticipated cash flow streams of its invested assets with the anticipated cash flow streams of its insurance and other contractual obligations. The cash flows associated with determinate policy liabilities are not interest rate sensitive but will vary based upon the timing and amount of benefit payments. The primary risks associated with these liabilities are that the benefits will exceed those anticipated in the actuarial modeling or that the actual timing of the payment of benefits will differ from what was anticipated.
The Company utilizes reinsurance programs to control its exposure to general insurance risks. Reinsurance agreements do not relieve the Company from its direct obligations to its insureds. However, an effective reinsurance program limits the Company’s exposure to potentially large losses. The failure of reinsurers to honor their obligations could result in losses to the Company. To manage this risk, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk relative to the reinsurers in order to minimize its exposure to significant losses from reinsurer insolvencies. The
Company retains an initial maximum of $3.5 million of coverage per individual life. This initial retention limit of $3.5 million may increase due to automatic policy increases in coverage at a maximum rate of $175 thousand per annum, with an overall maximum increase in coverage of $1.0 million. Maximum capacity to be accepted or retained by the Company is dictated at the treaty level and is monitored annually to ensure the total risk acquired or retained on any one life is limited to a maximum retention of $4.5 million.
Credit risk
Credit risk is the risk the Company assumes if its debtors, customers, reinsurers, or other counterparties and intermediaries may be unable or unwilling to pay their contractual obligations when they come due and may manifest itself through the downgrading of credit ratings of counterparties. It is the Company’s policy to acquire only investment grade assets to enable it to provide for future policy obligations and to minimize undue concentrations of assets in any single geographic area, industry or entity. To minimize this risk, management regularly reviews the credit ratings of the entities in which the Company invests. These credit ratings are obtained from recognized external credit rating agencies and/or by internal credit review.
Operational and corporate risk
The Company manages and mitigates internal operational risk through integrated and complementary policies, procedures, processes and practices. Human Resources hiring practices, performance evaluations and promotion and compensation practices are designed to attract, retain and develop the skilled personnel required. A comprehensive job evaluation process is in place and training and development programs are supported. Each business area provides training designed for its specific needs and has developed internal controls for significant processes. Processes and controls are monitored and redefined by the business areas and subject to review by the Company’s internal audit staff. The Company applies a robust project management discipline to all significant initiatives.
Appropriate security measures protect premises and information. The Company has emergency procedures in place for short-term incidents and is committed to maintaining business continuity and disaster recovery plans at every business location for the recovery of critical functions in the event of a disaster, including offsite data backup and work facilities. The Company maintains various corporate insurance coverages such as property, general liability, excess liability, automobile liability, workers’ compensation, financial institution bonds, other regulatory bonds and professional liability insurance to protect its owned property assets and to insure against certain third-party liabilities.
The Company’s businesses are subject to various regulatory requirements imposed by regulation or legislation applicable to insurance companies and companies providing financial services. These regulations are primarily intended to protect policyholders and beneficiaries. Material changes in the regulatory framework or the failure to comply with legal and regulatory requirements could have a material adverse effect on the Company. The Company monitors compliance with legal and regulatory requirements in all jurisdictions in which it conducts business and assesses trends in legal and regulatory change to keep business areas current and responsive.
In the course of its business activities, the Company may be exposed to the risk that some actions may lead to damaging its reputation and hence damage its future business prospects. These actions may include unauthorized activities of employees or others associated with the Company, inadvertent actions of the Company that become publicized and damage its reputation, regular or past business activities of the Company that become the subject of regulatory or media scrutiny or litigation and, due to a change of public perception, cause damage to the Company. To manage or mitigate this risk, the Company has ongoing controls to limit the unauthorized activities of people associated with it. The Company has adopted a Code of Business Conduct and Ethics which sets out the standards of business conduct to be followed by all of its directors, officers and employees.
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements, Notes and Schedules
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| | Page |
| | Number |
| | |
| |
| Financial Statements at December 31, 2014 and 2013 and for the Years Ended December 31, 2014, 2013 and 2012 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
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| |
| |
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| Financial Statement Schedule at December 31, 2014 and 2013 and for the Years Ended December 31, 2014, 2013 and 2012 | |
| |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholder of
Great-West Life & Annuity Insurance Company
Greenwood Village, Colorado
We have audited the accompanying consolidated balance sheets of Great-West Life & Annuity Insurance Company and subsidiaries (the "Company") as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index to Consolidated Financial Statements, Notes and Schedules. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Great-West Life & Annuity Insurance Company and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
February 27, 2015
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Balance Sheets
December 31, 2014 and 2013
(In Thousands, Except Share Amounts)
|
| | | | | | | | |
| | | December 31, |
| | | 2014 | | 2013 |
| Assets | | |
| | |
|
| Investments: | | |
| | |
|
| Fixed maturities, available-for-sale, at fair value (amortized cost of $18,953,144 and $17,807,359) | | $ | 20,162,078 |
| | $ | 18,469,544 |
|
| Fixed maturities, held for trading, at fair value (amortized cost of $331,081 and $333,892) | | 338,543 |
| | 336,055 |
|
| Mortgage loans on real estate (net of valuation allowances of $2,890 and $2,890) | | 3,363,570 |
| | 3,134,255 |
|
| Policy loans | | 4,130,062 |
| | 4,185,472 |
|
| Short-term investments (amortized cost of $263,501 and $294,287) | | 263,501 |
| | 294,287 |
|
| Limited partnership and other corporation interests | | 49,421 |
| | 79,236 |
|
| Other investments | | 16,068 |
| | 17,574 |
|
| Total investments | | 28,323,243 |
| | 26,516,423 |
|
| Other assets: | | |
| | |
|
| Cash | | 12,775 |
| | 7,491 |
|
| Reinsurance receivable | | 611,270 |
| | 588,533 |
|
| Deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) | | 378,694 |
| | 343,288 |
|
| Investment income due and accrued | | 278,886 |
| | 270,024 |
|
| Collateral under securities lending agreements | | 13,741 |
| | 18,534 |
|
| Due from parent and affiliates | | 47,193 |
| | 91,057 |
|
| Goodwill | | 137,683 |
| | 105,255 |
|
| Other intangible assets | | 27,915 |
| | 15,155 |
|
| Other assets | | 773,651 |
| | 707,856 |
|
| Assets of discontinued operations | | 24,324 |
| | 29,007 |
|
| Separate account assets | | 27,718,844 |
| | 26,630,904 |
|
| Total assets | | $ | 58,348,219 |
| | $ | 55,323,527 |
|
|
| | |
| See notes to consolidated financial statements. | | (Continued) |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Balance Sheets
December 31, 2014 and 2013
(In Thousands, Except Share Amounts)
|
| | | | | | | | |
| | | December 31, |
| | | 2014 | | 2013 |
| Liabilities and stockholder’s equity | | |
| | |
|
| Policy benefit liabilities: | | |
| | |
|
| Future policy benefits | | $ | 25,968,411 |
| | $ | 24,609,155 |
|
| Policy and contract claims | | 339,104 |
| | 345,261 |
|
| Policyholders’ funds | | 335,484 |
| | 345,689 |
|
| Provision for policyholders’ dividends | | 58,577 |
| | 62,797 |
|
| Undistributed earnings on participating business | | 20,050 |
| | 10,776 |
|
| Total policy benefit liabilities | | 26,721,626 |
| | 25,373,678 |
|
| General liabilities: | | |
| | |
|
| Due to parent and affiliates | | 547,266 |
| | 541,793 |
|
| Commercial paper | | 98,589 |
| | 98,990 |
|
| Payable under securities lending agreements | | 13,741 |
| | 18,534 |
|
| Deferred income tax liabilities, net | | 314,616 |
| | 106,849 |
|
| Other liabilities | | 771,700 |
| | 648,040 |
|
| Liabilities of discontinued operations | | 24,324 |
| | 29,007 |
|
| Separate account liabilities | | 27,718,844 |
| | 26,630,904 |
|
| Total liabilities | | 56,210,706 |
| | 53,447,795 |
|
| Commitments and contingencies (See Note 21) | |
|
| |
|
|
| 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; 7,032,000 shares issued and outstanding | | 7,032 |
| | 7,032 |
|
| Additional paid-in capital | | 777,664 |
| | 774,115 |
|
| Accumulated other comprehensive income | | 603,018 |
| | 345,754 |
|
| Retained earnings | | 749,799 |
| | 748,831 |
|
| Total stockholder’s equity | | 2,137,513 |
| | 1,875,732 |
|
| Total liabilities and stockholder’s equity | | $ | 58,348,219 |
| | $ | 55,323,527 |
|
|
| | |
| See notes to consolidated financial statements. | | (Concluded) |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Income
Years Ended December 31, 2014, 2013 and 2012
(In Thousands, Except Share Amounts)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Revenues: | | |
| | |
| | |
|
| Premium income | | $ | 446,395 |
| | $ | 464,093 |
| | $ | 422,153 |
|
| Fee income | | 729,179 |
| | 618,244 |
| | 535,823 |
|
| Other revenue | | 7,506 |
| | 7,355 |
| | — |
|
| Net investment income | | 1,228,388 |
| | 1,091,389 |
| | 1,191,551 |
|
| Realized investment gains (losses), net: | | |
| | |
| | |
|
| Total other-than-temporary losses | | (4,334 | ) | | (372 | ) | | (5,138 | ) |
| Other-than-temporary (gains) losses transferred to other comprehensive income | | — |
| | (434 | ) | | (61 | ) |
| Other realized investment gains (losses), net | | 151,705 |
| | (13,330 | ) | | 121,916 |
|
| Total realized investment gains (losses), net | | 147,371 |
| | (14,136 | ) | | 116,717 |
|
| Total revenues | | 2,558,839 |
| | 2,166,945 |
| | 2,266,244 |
|
| Benefits and expenses: | | |
| | |
| | |
|
| Life and other policy benefits | | 643,420 |
| | 650,584 |
| | 682,088 |
|
| (Decrease) increase in future policy benefits | | (56,073 | ) | | 5,575 |
| | (66,697 | ) |
| Interest paid or credited to contractholders | | 575,400 |
| | 505,698 |
| | 519,499 |
|
| Provision for policyholders’ share of (losses) earnings on participating business | | (1,041 | ) | | 3,976 |
| | (580 | ) |
| Dividends to policyholders | | 60,739 |
| | 66,258 |
| | 64,000 |
|
| Total benefits | | 1,222,445 |
| | 1,232,091 |
| | 1,198,310 |
|
| General insurance expenses | | 780,991 |
| | 650,347 |
| | 596,649 |
|
| Amortization of DAC and VOBA | | 44,845 |
| | 59,645 |
| | 60,479 |
|
| Interest expense | | 37,286 |
| | 37,329 |
| | 37,387 |
|
| Total benefits and expenses | | 2,085,567 |
| | 1,979,412 |
| | 1,892,825 |
|
| Income before income taxes | | 473,272 |
| | 187,533 |
| | 373,419 |
|
| Income tax expense | | 155,903 |
| | 58,791 |
| | 135,305 |
|
| Net income | | $ | 317,369 |
| | $ | 128,742 |
| | $ | 238,114 |
|
See notes to consolidated financial statements.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Comprehensive Income (Loss)
Years Ended December 31, 2014, 2013 and 2012
(In Thousands, Except Share Amounts)
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Comprehensive Income
December 31, 2013 and 2012
(In Thousands, Except Share Amounts)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Net income | | $ | 317,369 |
| | $ | 128,742 |
| | $ | 238,114 |
|
| Components of other comprehensive income (loss) | | |
| | |
| | |
|
| Unrealized holding gains (losses) arising on available-for-sale fixed maturity investments | | 586,458 |
| | (718,735 | ) | | 534,028 |
|
| Unrealized holding gains (losses) arising on cash flow hedges | | 20,137 |
| | 3,102 |
| | (18,881 | ) |
| Reclassification adjustment for (gains) losses realized in net income | | (56,159 | ) | | (42,982 | ) | | (107,713 | ) |
| Net unrealized gains (losses) related to investments | | 550,436 |
| | (758,615 | ) | | 407,434 |
|
| Future policy benefits, DAC and VOBA adjustments | | (58,760 | ) | | 190,995 |
| | (83,835 | ) |
| Employee benefit plan adjustment | | (95,886 | ) | | 121,551 |
| | (68,650 | ) |
| Other, net | | (154,646 | ) | | 312,546 |
| | (152,485 | ) |
| Other comprehensive income (loss) before income taxes | | 395,790 |
| | (446,069 | ) | | 254,949 |
|
| Income tax expense (benefit) related to items of other comprehensive income | | 138,526 |
| | (156,124 | ) | | 89,232 |
|
Other comprehensive income (loss) (1) | | 257,264 |
| | (289,945 | ) | | 165,717 |
|
| Total comprehensive income (loss) | | $ | 574,633 |
| | $ | (161,203 | ) | | $ | 403,831 |
|
(1) Other comprehensive income (loss) includes the non-credit component of impaired losses on fixed maturities available-for-sale, net of future policy benefits, DAC and VOBA adjustments and income taxes, in the amounts of $177, $18,388 and $26,583 for the years ended December 31, 2014, 2013 and 2012, respectively.
See notes to consolidated financial statements.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Stockholder's Equity
Years Ended December 31, 2014, 2013 and 2012
(In Thousands, Except Share Amounts)
|
| | | | | | | | | | | | | | | | | | | | |
| | | Common stock | | Additional paid-in capital | | Accumulated other comprehensive income (loss) | | Retained earnings | | Total |
| Balances, January 1, 2012 | | $ | 7,032 |
| | $ | 768,247 |
| | $ | 469,982 |
| | $ | 668,812 |
| | $ | 1,914,073 |
|
| Net income | | |
| | |
| | |
| | 238,114 |
| | 238,114 |
|
| Other comprehensive income, net of income taxes | | |
| | |
| | 165,717 |
| | |
| | 165,717 |
|
| Dividends | | |
| | |
| | |
| | (184,401 | ) | | (184,401 | ) |
| Capital contribution - stock-based compensation | | |
| | 2,314 |
| | |
| | |
| | 2,314 |
|
| Income tax benefit on stock-based compensation | | |
| | 480 |
| | |
| | |
| | 480 |
|
| Balances, December 31, 2012 | | 7,032 |
| | 771,041 |
| | 635,699 |
| | 722,525 |
| | 2,136,297 |
|
| Net income | | |
| | |
| | |
| | 128,742 |
| | 128,742 |
|
| Other comprehensive loss, net of income taxes | | |
| | |
| | (289,945 | ) | | |
| | (289,945 | ) |
| Dividends | | |
| | |
| | |
| | (102,436 | ) | | (102,436 | ) |
| Capital contribution - stock-based compensation | | |
| | 2,578 |
| | |
| | |
| | 2,578 |
|
| Income tax benefit on stock-based compensation | | |
| | 496 |
| | |
| | |
| | 496 |
|
| Balances, December 31, 2013 | | 7,032 |
| | 774,115 |
| | 345,754 |
| | 748,831 |
| | 1,875,732 |
|
| Net income | | |
| | |
| | |
| | 317,369 |
| | 317,369 |
|
| Other comprehensive income, net of income taxes | | |
| | |
| | 257,264 |
| | |
| | 257,264 |
|
| Dividends | | |
| | |
| | |
| | (316,401 | ) | | (316,401 | ) |
| Capital contribution - stock-based compensation | | |
| | 3,384 |
| | |
| | |
| | 3,384 |
|
| Income tax benefit on stock-based compensation | | |
| | 165 |
| | |
| | |
| | 165 |
|
| Balances, December 31, 2014 | | $ | 7,032 |
| | $ | 777,664 |
| | $ | 603,018 |
| | $ | 749,799 |
| | $ | 2,137,513 |
|
See notes to consolidated financial statements.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Cash Flows
Years Ended December 31, 2014, 2013 and 2012
(In Thousands, Except Share Amounts)
|
| | | | | | | | | | | | |
| | | Year ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Cash flows from operating activities: | | |
| | |
| | |
|
| Net income | | $ | 317,369 |
| | $ | 128,742 |
| | $ | 238,114 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | |
| | |
| | |
|
| Losses allocated to participating policyholders | | (1,041 | ) | | (804 | ) | | (580 | ) |
| Amortization of premiums (accretion of discounts) on investments, net | | (42,022 | ) | | (20,751 | ) | | (28,495 | ) |
| Net realized (gains) losses on investments | | (64,323 | ) | | (38,517 | ) | | (126,938 | ) |
| Net proceeds (purchases) of trading securities | | 11,478 |
| | 23,677 |
| | (220,646 | ) |
| Interest credited to contractholders | | 571,860 |
| | 507,987 |
| | 515,356 |
|
| Depreciation and amortization | | 76,461 |
| | 81,061 |
| | 82,595 |
|
| Deferral of acquisition costs | | (110,843 | ) | | (80,486 | ) | | (94,826 | ) |
| Deferred income taxes | | 75,044 |
| | (24,087 | ) | | 45,371 |
|
| Amortization of low-income housing partnerships | | 21,713 |
| | 31,918 |
| | 39,621 |
|
| Other, net | | (4,984 | ) | | 2,432 |
| | (2,681 | ) |
| Changes in assets and liabilities: | | |
| | |
| | |
|
| Policy benefit liabilities | | (151,096 | ) | | (49,980 | ) | | (192,755 | ) |
| Reinsurance receivable | | (18,054 | ) | | 12,013 |
| | (15,893 | ) |
| Investment income due and accrued | | (8,951 | ) | | (12,448 | ) | | (8,654 | ) |
| Other assets | | (5,705 | ) | | (106,923 | ) | | (98,042 | ) |
| Other liabilities | | (6,568 | ) | | 78,829 |
| | (37,444 | ) |
| Net cash provided by operating activities | | 660,338 |
| | 532,663 |
| | 94,103 |
|
| Cash flows from investing activities: | | |
| | |
| | |
|
| Proceeds from sales, maturities and redemptions of investments: | | |
| | |
| | |
|
| Fixed maturities, available-for-sale | | 4,124,159 |
| | 4,022,064 |
| | 4,308,965 |
|
| Mortgage loans on real estate | | 384,306 |
| | 289,531 |
| | 172,950 |
|
| Limited partnership interests, other corporation interests and other investments | | 7,555 |
| | 22,200 |
| | 12,530 |
|
| Purchases of investments: | | |
| | |
| | |
|
| Fixed maturities, available-for-sale | | (5,174,996 | ) | | (5,012,792 | ) | | (5,284,686 | ) |
| Mortgage loans on real estate | | (609,008 | ) | | (562,940 | ) | | (524,396 | ) |
| Limited partnership interests, other corporation interests and other investments | | (2,983 | ) | | (3,706 | ) | | (5,577 | ) |
| Net change in short-term investments | | 22,096 |
| | (27,955 | ) | | 81,058 |
|
| Policy loans, net | | (11,169 | ) | | (4,370 | ) | | 4,983 |
|
| Acquisition payment | | (28,356 | ) | | — |
| | — |
|
| Purchases of furniture, equipment and software | | (35,537 | ) | | (20,618 | ) | | (23,525 | ) |
| Net cash used in investing activities | | (1,323,933 | ) | | (1,298,586 | ) | | (1,257,698 | ) |
|
| | |
| See notes to consolidated financial statements. | | (Continued) |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Consolidated Statements of Cash Flows
Years Ended December 31, 2014, 2013 and 2012
(In Thousands, Except Share Amounts)
|
| | | | | | | | | | | | |
| | | Year ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Cash flows from financing activities: | | |
| | |
| | |
|
| Contract deposits | | $ | 2,709,043 |
| | $ | 2,601,820 |
| | $ | 2,881,112 |
|
| Contract withdrawals | | (1,757,936 | ) | | (1,780,048 | ) | | (1,636,066 | ) |
| Change in due to/from parent and affiliates | | 49,337 |
| | (14,724 | ) | | 37,598 |
|
| Dividends paid | | (316,401 | ) | | (102,436 | ) | | (184,401 | ) |
| Proceeds from financing element derivatives | | 5,516 |
| | 51,832 |
| | 64,354 |
|
| Payments for and interest (paid) received on financing element derivatives, net | | (8,392 | ) | | (9,756 | ) | | 4,470 |
|
| Net commercial paper borrowings | | (401 | ) | | 1,003 |
| | 451 |
|
| Change in book overdrafts | | (12,052 | ) | | 13,840 |
| | (609 | ) |
| Income tax benefit of stock option exercises | | 165 |
| | 496 |
| | 480 |
|
| Net cash provided by financing activities | | 668,879 |
| | 762,027 |
| | 1,167,389 |
|
| | | | | | | |
| Net increase (decrease) in cash | | 5,284 |
| | (3,896 | ) | | 3,794 |
|
| Cash, beginning of year | | 7,491 |
| | 11,387 |
| | 7,593 |
|
| Cash, end of year | | $ | 12,775 |
| | $ | 7,491 |
| | $ | 11,387 |
|
| | | | | | | |
| Supplemental disclosures of cash flow information: | | |
| | |
| | |
|
| Net cash received (paid) during the year for: | | |
| | |
| | |
|
| Income taxes | | $ | 46,453 |
| | $ | (10,327 | ) | | $ | 53,281 |
|
| Interest | | (37,284 | ) | | (37,329 | ) | | (37,387 | ) |
| Non-cash investing and financing transactions during the years: | | |
| | |
| | |
|
| Contingent consideration (See Note 2) | | $ | (32,209 | ) | | $ | — |
| | $ | — |
|
| Share-based compensation expense | | (3,384 | ) | | (2,578 | ) | | (2,314 | ) |
| Fair value of assets acquired in settlement of fixed maturity investments | | — |
| | — |
| | (1,125 | ) |
| Assets received from limited partnership investment distribution | | — |
| | (5,119 | ) | | — |
|
| Fixed maturity investments, available-for-sale acquired in reinsurance termination (See Note 4) | | — |
| | (44,104 | ) | | — |
|
| Policy loans acquired in reinsurance termination (See Note 4) | | — |
| | (6,468 | ) | | — |
|
| Fixed maturity investments, available-for-sale acquired in mortgage transfer (See Note 4) | | — |
| | (28,959 | ) | | — |
|
|
| | |
| See notes to consolidated financial statements. | | (Concluded) |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
1. Organization and Significant Accounting Policies
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 formed in 1998. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. Inc. (“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 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.
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. Significant estimates are required to account for items and matters such as, but not limited to, the valuation of investments and derivatives in the absence of quoted market values, impairment of investments, accounting for derivative financial instruments, valuation of DAC, valuation of policy benefit liabilities, valuation of employee benefits plan obligation and the valuation of deferred tax assets or liabilities, net, and valuation of contingent consideration. Actual results could differ from those estimates.
Summary of Significant Accounting Policies
Investments
Investments are reported as follows:
1. The Company classifies the majority of its fixed maturity investments as available-for-sale which are recorded at fair value with the related net unrealized gain or loss, net of policyholder related amounts and deferred taxes, recorded in accumulated other comprehensive income (loss) (“AOCI”). Included in 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. Also included in AOCI is net unrealized gain or loss resulting from foreign currency translations of fixed maturity investments denominated in foreign currencies.
Premiums and discounts are recognized as a component of net investment income using the effective interest method, realized gains and losses are included in net realized investment gains (losses) and declines in value determined to be other-than-temporary are included in total other-than-temporary losses.
The Company also classifies certain fixed maturity investments as held for trading. Assets in the held for trading category are carried at fair value with changes in fair value reported in net investment income.
The recognition of income on certain investments (e.g. loan-backed securities, including mortgage-backed and asset-backed securities) is dependent upon market conditions, which may result in prepayments and changes in amounts to be earned. Prepayments on all mortgage-backed and asset-backed securities are monitored monthly and amortization of the premium and/or the accretion of the discount associated with the purchase of such securities are adjusted by such prepayments.
The Company recognizes the acquisition of its public fixed maturity investments on a trade date basis.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
2. Mortgage loans on real estate consist of domestic commercial collateralized loans and are carried at their unpaid principal balances adjusted for any unamortized premiums or discounts, origination fees and mortgage provision allowances. Interest income is accrued on the unpaid principal balance for all loans, except for loans on non-accrual status. Premiums, discounts and origination fees are amortized to net investment income using the effective interest method. Prepayment penalty fees are recognized in other realized investment gains upon receipt.
The Company actively manages its mortgage loan portfolio by completing ongoing comprehensive analysis of factors such as debt service coverage ratios, loan-to-value ratios, payment status, default or legal status, annual collateral property evaluations and general market conditions. On a quarterly basis, the Company reviews the above primary credit quality indicators in its internal risk assessment of loan impairment and credit loss. Management’s risk assessment process is subjective and includes the categorization of all loans, based on the above mentioned credit quality indicators, into one of the following categories:
| |
| • | Performing - generally indicates the loan has standard market risk and is within its original underwriting guidelines. |
| |
| • | Non-performing - generally indicates there is a potential for loss due to the deterioration of financial/monetary default indicators or potential foreclosure. Due to the potential for loss, these loans are evaluated for impairment. |
The adequacy of the Company’s mortgage provision allowance is reviewed quarterly. The determination of the calculation and the adequacy of the mortgage provision allowance and mortgage impairments involve judgments that incorporate qualitative and quantitative Company and industry mortgage performance data. Management’s periodic evaluation and assessment of the adequacy of the mortgage provision allowance and the need for mortgage impairments is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the fair value of the underlying collateral, composition of the loan portfolio, current economic conditions, loss experience and other relevant factors. Loans included in the non-performing category and other loans with certain substandard credit quality indicators are individually reviewed to determine if a specific impairment is required. Risk is mitigated through first position collateralization, guarantees, loan covenants and borrower reporting requirements. Since the Company does not originate or hold uncollateralized mortgages, loans are generally not deemed fully uncollectable. Generally, unrecoverable amounts are written off during the final stage of the foreclosure process.
Loan balances are considered past due when payment has not been received based on contractually agreed upon terms. The accrual of interest is discontinued when concerns exist regarding the realization of loan principal or interest. The Company resumes interest accrual on loans when a loan returns to current status or under new terms when loans are restructured or modified.
On a quarterly basis, any loans with terms that were modified during that period are reviewed to determine if the loan modifications constitute a troubled debt restructuring (“TDR”). In evaluating whether a loan modification constitutes a TDR, it must be determined that the modification is a significant concession and the debtor is experiencing financial difficulties.
| |
| 3. | Limited partnership and other corporation interests are accounted for using either the cost or equity method of accounting. The Company uses the cost method on investments where it has a minor equity interest and no significant influence over the entity’s operations. The Company uses the equity method when it has a partnership interest that is considered more than minor, although the Company has no significant influence over the entity’s operations. Also included in limited partnership interests are limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits. These interests are carried at amortized cost as determined using the effective yield method. |
In the normal course of its activities, the Company is involved with other entities that are considered variable interest entities (“VIE”). An entity would be determined to be a primary beneficiary, and thus consolidated when the entity has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. When the Company becomes involved with a VIE and when the nature of the Company’s involvement with the entity changes, in order to determine if the Company is the primary beneficiary and must consolidate the entity, it evaluates:
| |
| • | The structure and purpose of the entity; |
| |
| • | The risks and rewards created by and shared through the entity and; |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
| |
| • | The entity’s participants’ ability to direct the activities, receive its benefits and absorb its losses. |
The Company performs ongoing qualitative analyses of its involvement with VIEs to determine if consolidation is required.
4. Policy loans are carried at their unpaid balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned. Policy loans are fully collateralized by the cash surrender value of the associated insurance policy.
5. Short-term investments include securities purchased with investment intent and with initial maturities of one year or less and are generally carried at fair value which is approximated from amortized cost.
6. The Company participates in a securities lending program in which the Company lends fixed maturity securities that are held as part of its general account investment portfolio to third parties. The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancement on its investment portfolio. The borrower can return and the Company can request the loaned securities at any time. The Company maintains ownership of the securities at all times and is entitled to receive from the borrower any payments for interest received on such securities during the loan term. Securities lending transactions are accounted for as secured borrowings. The securities lending agent indemnifies the Company against borrower risk, meaning that the lending agent agrees contractually to replace securities not returned due to a borrower default. 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. Such collateral is used to replace the securities loaned in event of default by the borrower. Acceptable collateral is generally defined as government securities, letters of credit and/or cash collateral. Some cash collateral may be invested in short-term repurchase agreements which are also collateralized by U.S. Government or U.S. Government Agency securities. Non-cash collateral is not recognized as the Company does not have effective control.
7. The Company’s other-than-temporary impairments (“OTTI”) accounting policy requires that a decline in the value of a security below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary. The assessment of whether an OTTI has occurred on fixed maturity investments where management does not intend to sell the fixed maturity investment and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, is based upon management’s case-by-case evaluation of the underlying reasons for the decline in fair value of each individual security. Management considers a wide range of factors, as described below, regarding the security issuer and uses its best judgment in evaluating the cause of the decline in its estimated fair value and in assessing the prospects for near-term recovery.
Considerations used by the Company in the impairment evaluation process include, but are not limited to, the following:
| |
| • | The extent to which estimated fair value is below cost; |
| |
| • | Whether the decline in fair value is attributable to specific adverse conditions affecting a particular instrument, its issuer, an industry or geographic area; |
| |
| • | The length of time for which the estimated fair value has been below cost; |
| |
| • | Downgrade of a fixed maturity investment by a credit rating agency; |
| |
| • | Deterioration of the financial condition of the issuer; |
| |
| • | The payment structure of the fixed maturity investment and the likelihood of the issuer being able to make payments in the future; and |
| |
| • | Whether dividends have been reduced or eliminated or scheduled interest payments have not been made. |
If either (a) management has the intent to sell a fixed maturity investment or (b) it is more likely than not the Company will be required to sell a fixed maturity investment before its anticipated recovery, a charge is recorded in net realized investment losses equal to the difference between the fair value and cost or amortized cost basis of the security. If management does not intend to sell the security and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, but the present value of the cash flows expected to be collected (discounted at the effective interest rate implicit in the fixed maturity investment prior to impairment) is less than the amortized cost basis of the fixed maturity investment (referred to as the credit loss portion), an OTTI is considered to have occurred. In this instance, total OTTI is bifurcated into two components: the amount related to the credit loss, which is recognized in current period earnings; and the amount attributed to other factors (referred to as the non-credit portion),
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
which is recognized as a separate component in AOCI. The expected cash flows utilized during the impairment evaluation process are determined using judgment and the best information available to the Company including default rates, credit ratings, collateral characteristics and current levels of subordination. After the recognition of an OTTI, a fixed maturity investment is accounted for as if it had been purchased on the measurement date of the OTTI, with an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. The difference between the new amortized cost basis and the future cash flows is accreted into net investment income. The Company continues to estimate the present value of cash flows expected to be collected over the life of the security.
Derivative financial instruments
The Company enters into derivative transactions which include the use of interest rate swaps, interest rate swaptions, cross-currency swaps, U.S. government treasury futures contracts, Eurodollar futures contracts, futures on equity indices, interest rate swap futures and other forward contracts. The Company uses these derivative instruments to manage various risks, including interest rate and foreign currency exchange rate risk associated with its invested assets and liabilities. Derivative instruments are not used for speculative reasons. Certain of the Company’s over-the-counter (“OTC”) derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.
All derivatives, regardless of hedge accounting treatment, are recorded in other assets and other liabilities at fair value. Although some derivatives are executed under a master netting arrangement, the Company does not offset in the consolidated balance sheets the fair value of those derivative instruments and the related cash collateral or net derivative receivables and payables executed with the same counterparty under the same master netting arrangement. At inception of a derivative transaction, the hedge relationship and risk management objective is documented and the designation of the derivative is determined based on specific criteria of the transaction. Accounting for the ongoing changes in the fair value of a derivative depends on the intended use of the derivative. If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in AOCI and are recognized in the consolidated income statements when the hedged item affects earnings. If the derivative is designated as a fair value hedge, the changes in its fair value and of the fair value of the hedged item attributable to the hedged risk are recognized in earnings in net investment income. Changes in the fair value of derivatives not qualifying for hedge accounting or where hedge accounting is not elected and the over effective portion of cash flow hedges are recognized in net investment income in the period of the change. Depending on whether the derivative instrument is designated a cash flow hedge or not qualifying for hedge accounting, the changes in fair value resulting from foreign currency translations are recorded in AOCI or net investment income, respectively. Termination of derivative contracts prior to expiration generally result in investment gains and losses. Fluctuations in interest rates, foreign currencies or equity markets may cause the Company to experience volatility in net income.
The Company uses forward settling TBA securities to gain exposure to the investment risk and return of agency mortgage-backed securities (pass-throughs). These transactions are utilized to enhance the return of the Company’s investment portfolio and are accounted for as derivative instruments not qualifying for hedge accounting. The Company purchases agency mortgage-backed TBAs yet does not always take physical delivery of a security but rather may roll the security into the next month. The Company generally takes physical delivery of a security before year end. Changes in fair value on open TBA transactions are recorded in net investment income while realized investment gains or losses are recorded once the Company cash settles or accepts physical delivery of a security.
As part of its hedging strategy, the Company may enter into certain derivative transactions where a cash investment is made by one party. Certain derivative instruments that contain a financing element at inception and where the Company is deemed to be the borrower are included in financing activities in the consolidated statements of cash flows. The cash flows from all other derivative transactions are included in operating activities.
The Company uses derivative financial instruments for risk management purposes associated with certain invested assets and policy liabilities. Derivatives are used to (a) hedge the economic effects of interest rate and stock market movements on the Company’s guaranteed minimum withdrawal benefit liability, (b) hedge the economic effect of a large increase in interest rates on the Company’s general account life insurance, group pension liabilities and certain separate account life insurance liabilities, (c) hedge the economic risks of other transactions such as future asset acquisitions or dispositions, the timing of liability pricing, currency risks on non-U.S. dollar denominated assets and fee revenue based on equity market performance and (d) convert floating rate assets to fixed rate assets for asset/liability management purposes.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The Company controls the credit risk of its derivative contracts through credit approvals, limits, monitoring procedures and in many cases, requiring collateral. The Company’s exposure is 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.
Derivatives in a net asset position may have cash or securities pledged as collateral to the Company in accordance with the collateral support agreements with the counterparty. This collateral is held in a custodial account for the benefit of the Company. Unrestricted cash collateral is included in other assets and the obligation to return it is included in other liabilities. The cash collateral is reinvested in a government money market fund. Cash collateral pledged by the Company is included in other assets.
Fair Value
Certain assets and liabilities are recorded at fair value on the Company’s consolidated balance sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company categorizes its assets and liabilities measured at fair value on a recurring basis into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company’s assets and liabilities recorded at fair value on a recurring basis have been categorized based upon the following fair value hierarchy:
| |
| • | Level 1 inputs utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Financial assets and liabilities utilizing Level 1 inputs include certain money market funds. |
| |
| • | Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. The fair values for some Level 2 securities are obtained from pricing services. The inputs used by the pricing services are reviewed at least quarterly or when the pricing vendor issues updates to its pricing methodology. For fixed maturity securities and separate account assets and liabilities, inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Additional inputs utilized for assets and liabilities classified as Level 2 are: |
| |
| • | Asset-backed, residential mortgage-backed, commercial mortgage-backed securities and collateralized debt obligations - new issue data, monthly payment information, collateral performance and third party real estate analysis. |
| |
| • | U.S. states and their subdivisions - material event notices. |
| |
| • | Short-term investments - valued based on amortized cost due to their short term nature and high credit quality of the issuers. |
| |
| • | Derivative instruments - trading activity, swap curves, credit spreads, currency volatility, net present value of cash flows and news sources. |
| |
| • | Separate account assets and liabilities - various index data and news sources, amortized cost (which approximates fair value), trading activity, swap curves, credit spreads, recovery rates, restructuring, net present value of cash flows and quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| |
| • | Common collective trusts - the net asset value based on the underlying trust investments. |
| |
| • | Level 3 inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. In general, the prices of Level 3 securities are obtained from single broker quotes and internal pricing models. If the broker’s inputs are largely unobservable, the valuation is classified as a Level 3. Broker quotes are validated through an internal analyst review process, which includes validation through known market conditions and other relevant data, as noted below. Internal models are usually cash flow based utilizing characteristics of the underlying collateral of the security such as default rate and other relevant data. Inputs utilized for securities classified as Level 3 are as follows: |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
| |
| • | Corporate debt securities - unadjusted single broker quotes which may be in an illiquid market or otherwise deemed unobservable. |
| |
| • | Asset-backed securities - internal models utilizing asset-backed securities index spreads. |
| |
| • | Separate account assets - single broker quotes which may be in an illiquid market or otherwise deemed unobservable or net asset value per share of the underlying investments. |
| |
| • | Defined benefit plan limited partnership investments - capital account or net asset value adjusted for other relevant information. |
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Overall, transfers between levels are attributable to a change in the observability of inputs. Assets and liabilities are transferred to a lower level in the hierarchy when a significant input cannot be corroborated with market observable data. This may occur when market activity decreases and underlying inputs cannot be observed, current prices are not available, and/or when there are significant variances in quoted prices, thereby affecting transparency. Assets and liabilities are transferred to a higher level in the hierarchy when circumstances change such that a significant input can be corroborated with market observable data. This may be due to a significant increase in market activity including recent trades, a specific event, or one or more significant input(s) becoming observable. All transfers between levels are recognized at the beginning of the reporting period in which the transfer occurred.
The policies and procedures utilized to review, account for and report on the value and level of the Company’s securities were determined and implemented by the Finance division. The Investments division is responsible for the processes related to security purchases and sales and provides valuation and leveling input to the Finance division when necessary. Both divisions within the Company have worked in conjunction to establish thorough pricing, review, approval, accounting and reporting policies and procedures around the securities valuation process.
Internal pricing models may be used to value certain Level 3 securities. Internal model input assumptions may include: prepayment speeds, constant default rates and the Asset Backed Securities Index (“ABX Index”) spread adjusted by an internally calculated liquidity premium with the primary inputs being the constant default rate and the internally adjusted ABX Index spread. These models are recalibrated monthly by adjusting the inputs based on current public security market conditions and a monthly comparison to pricing vendor evaluations is performed and analyzed.
In some instances, securities are priced using external broker quotes. In most cases, when broker quotes are used as pricing inputs, more than one broker quote is obtained. External broker quotes are reviewed internally by comparing the quotes to similar securities in the public market and/or to vendor pricing, if available. Additionally, external broker quotes are compared to market reported trade activity to ascertain whether the price is reasonable, reflective of the current market prices and takes into account the characteristics of the Company’s securities.
Cash
Cash includes only amounts in demand deposit accounts.
Book overdrafts occur when checks have been issued by the Company, but have not been presented to the Company’s disbursement bank accounts for payment. These bank accounts allow the Company to delay funding of the issued checks until they are presented for payment. This delay in funding results in a temporary source of financing. The activity related to book overdrafts is included in the financing activities in the consolidated statement of cash flows. The book overdrafts, in the amounts of $1,788 and $13,840, are included in other liabilities at December 31, 2014 and 2013, respectively.
Internal use software
Purchased software costs, as well as certain internal and external costs incurred to develop internal use computer software during the application development stage, are capitalized and amortized using the straight-line method over the software’s estimated
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
useful life, ranging from five to seven years. Capitalized internal use software development costs, net of accumulated amortization, in the amounts of $66,012 and $50,134, are included in other assets at December 31, 2014 and 2013, respectively. The Company capitalized $31,473, $14,640 and $17,593 of internal use software development costs during the years ended December 31, 2014, 2013 and 2012, respectively.
DAC and VOBA
The Company incurs costs in connection with the acquisition of new and renewal insurance business. Costs that vary directly with and relate to the successful production of new business are deferred as DAC. These costs consist primarily of commissions, costs associated with the Company’s sales representatives and policy issuance and underwriting expenses related to the production of successfully acquired new business. A success factor is derived from actual contracts issued by the Company from requests for proposals or applications received and applied to the deferrable costs. The recoverability of such costs is dependent upon the future profitability of the related business. Recoverability testing is performed for current issue year products to determine if gross revenues are sufficient to cover DAC and expenses. At least annually, loss recognition testing is performed on aggregated blocks of business to adjust the DAC balance.
VOBA represents the estimated fair value of insurance or annuity contracts acquired either directly through the acquisition of another insurance company or through the acquisition of insurance or annuity contracts through assumption reinsurance transactions.
DAC and VOBA associated with the annuity products and flexible premium universal life insurance products are being amortized over the life of the contracts in proportion to the emergence of gross profits. Retrospective adjustments of these amounts are made when the Company revises its estimates of current or future gross profits on an annual basis. DAC and VOBA associated with traditional life insurance are amortized over the premium-paying period of the related policies in proportion to premium revenues recognized. DAC and VOBA, for applicable products, are adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or charges included in AOCI.
Goodwill and other intangible assets
Goodwill is the excess of cost over the fair value of assets acquired and liabilities assumed in connection with an acquisition. It is considered an indefinite lived asset and therefore is not amortized. The Company tests goodwill for impairment annually or more frequently if events or circumstances indicate that there may be justification for conducting an interim test. If the carrying value of goodwill exceeds its fair value, the excess is recognized as an impairment and recorded as a charge against net income in the period in which the impairment is identified.
Other intangible assets represent the estimated fair value of the portion of the purchase price that was allocated to the value of customer relationships and non-competition intangible asset in various acquisitions. These intangible assets have been assigned values using various methodologies, including present value of projected future cash flows, analysis of similar transactions that have occurred or could be expected to occur in the market and replacement or reproduction cost. The initial valuations of these intangible assets were supported by an independent valuation study commissioned by the Company. Other identified intangible assets with finite lives are amortized over their estimated useful lives, which initially ranged from two to 18 years (weighted average 15 years), primarily based on the cash flows generated by these assets.
Separate accounts
Separate account assets and related liabilities are carried at fair value in the accompanying consolidated balance sheets. The Company issues variable annuity contracts and variable universal life contracts through separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder and therefore, are not included in the Company’s consolidated statements of income.
Revenues to the Company from the separate accounts consist of contract maintenance fees, investment management fees, administrative fees and mortality and expense risk charges.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The Company’s separate accounts invest in shares of Great-West Funds, Inc. (“Great-West Funds”) and Putnam Funds, open-end management investment companies, which are affiliates of the Company, and shares of other non-affiliated mutual funds and government and corporate bonds.
Future policy benefits liabilities
Life insurance and annuity future benefits liabilities with life contingencies in the amounts of $15,349,322 and $14,296,153 at December 31, 2014 and 2013, respectively, are computed on the basis of assumed investment yield, mortality, morbidity and expenses, including a margin for adverse deviation. These future policy benefits are calculated as the present value of future benefits (including dividends) and expenses less the present value of future net premiums. The assumptions used in calculating the future policy benefits generally vary by plan, year of issue and policy duration. Additionally, these future policy benefits are established for claims that have been incurred but not reported based on factors derived from past experience.
Annuity contract benefits liabilities without life contingencies in the amounts of $10,569,147 and $10,263,043 at December 31, 2014 and 2013, respectively, are established at the contract holder’s account value, which is equal to cumulative deposits and credited interest, less withdrawals and mortality and expense and/or administrative service charges. The Company’s general account also has some immediate annuities. Future benefits for immediate annuities without life contingent payouts are computed on the basis of assumed investment yield and expenses.
Minimum guarantees
The Company calculates additional reserve liabilities for certain variable annuity guaranteed death benefits. The additional reserve for such products recognizes the portion of contract assessments received to compensate the Company for death benefits. Reserves for annuity guaranteed minimum death benefits (“GMDB”) are determined by estimating the present value of expected benefits in excess of the projected account balance. Expected experience is based on a range of inputs and scenarios. The assumptions of investment performance and volatility are consistent with the historical experience of the appropriate underlying equity index, such as the Standard & Poor’s (“S&P”) 500 Index.
Reinsurance ceded
In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage, quota share, yearly renewable term, coinsurance and modified coinsurance contracts. For each of its reinsurance agreements, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. If the Company determines that a reinsurance agreement does not provide indemnification against loss or liability relating to insurance risk, the Company records the agreement using the deposit method of accounting. The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.
Policy benefits and policy and contract claims ceded to other insurance companies are carried as a reinsurance receivable in the accompanying consolidated balance sheets. Premiums, fee income and policyholder benefits are reported net of reinsurance ceded in the accompanying consolidated statements of income. The cost of reinsurance related to long duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies.
The Company strives to cede risks to highly rated, well-capitalized reinsurers. The Company monitors and evaluates the financial condition of reinsurers to minimize exposure to credit risk.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
Policy and contract claims
Policy and contract claims include provisions for claims incurred but not reported and claims in the process of settlement. The provision for claims incurred but not reported is valued based primarily on the Company’s prior experience. Claims in the process of settlement are valued in accordance with the terms of the related policies and contracts.
Participating business
The Company has participating policies in which the policyholder shares in the Company’s earnings through policyholder dividends that reflect the difference between the assumptions used in the premium charged and the actual experience on those policies. The amount of dividends to be paid is determined by the Board of Directors.
Participating life and annuity policy benefit liabilities were $6,804,898 and $6,754,435 at December 31, 2014 and 2013, respectively. Participating business composed approximately 9% of the Company’s individual life insurance in-force at December 31, 2014 and 2013, and 21%, 32% and 20% of individual life insurance premium income for the years ended December 31, 2014, 2013 and 2012, respectively. The policyholder’s share of net income on participating policies that cannot be distributed to the Company’s stockholder is excluded from stockholder’s equity and recorded as undistributed earnings on participating business in the consolidated balance sheet.
Revenue recognition
Life insurance premiums are recognized when due in premiums. Annuity contract premiums with life contingencies are recognized as received. Revenues for annuity and other contracts without significant life contingencies consist of contract charges for the cost of insurance and contract administration and surrender fees that have been assessed against the contract account balance during the period and are recognized when earned in fee income. Fees from assets under management, assets under administration, shareholder servicing, mortality and expense risk charges, administration and record-keeping services and investment advisory services are recognized when due in fee income.
Net investment income
Interest income from fixed maturities, mortgage loans on real estate and policy loans is recognized when earned.
Realized investment gains (losses)
Realized investment gains and losses are reported as a component of revenues and are determined on a specific identification basis. Realized investment gains and losses also result from the termination of derivative contracts prior to expiration that are not designated as hedges for accounting purposes and certain fair-value hedge relationships.
Benefits and expenses
Benefits and expenses on policies with life contingencies are associated with earned premiums so as to result in recognition of profits over the life of the contracts.
Income taxes
Income taxes are recorded using the asset and liability method in which deferred tax assets and liabilities are recorded for expected future tax consequences of events that have been recognized in either the Company’s consolidated financial statements or consolidated tax returns. In estimating future tax consequences, all expected future events, other than enactments or changes in the tax laws or rules, are considered. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized. Although realization is not assured, management believes it is more likely than not that the deferred tax asset will be realized. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
Share-based compensation
Lifeco maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that is accounted for as an equity award that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. The Lifeco plan provides for granting of options with varying terms and vesting requirements with vesting commencing on the first anniversary of the grant, exercisable within 10 years from the date of grant. The Company uses the fair value method to recognize the cost of share-based employee compensation under the Lifeco plan.
The Company maintains a Performance Share Unit Plan (“PSU plan”) that is accounted for as a liability award for senior executives of the Company. Under the PSU plan, performance share units are granted to certain senior executives of the Company, having a value equal to the participants’ deferred incentive compensation for the period. The performance share units generally vest in their entirety at the end of the three years performance period based on continued service. The Company uses the fair value method to recognize the cost of share-based employee compensation under the PSU plan.
2. Acquisition
Description of transaction
On August 29, 2014, the Company completed the acquisition of all of the voting equity interests in the J.P. Morgan Retirement Plan Services (“RPS”) large-market record-keeping business. This acquisition transformed the Company, together with Putnam Investments, LLC (“Putnam”), an affiliate of the Company, into the second largest provider based on the number of participants in the U.S. defined contribution market.
Allocation of purchase price
During the fourth quarter of 2014, the Company substantially completed its comprehensive evaluation of the fair value of the net assets acquired from RPS and the purchase price allocation. As a result, initial goodwill of $50,249 recognized upon the acquisition of RPS on August 29, 2014 in the Acquisition note to the September 30, 2014 condensed, consolidated interim unaudited financial statements has been adjusted in the fourth quarter of 2014, as a result of valuations received during the measurement period. Adjustments were made to the provisional amounts disclosed in the September 30, 2014 condensed, consolidated interim unaudited financial statements for the recognition and measurement of intangible assets, contingent consideration, accounts receivable, other assets, and accrued expenses and other liabilities.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The Company updated the previously reported allocation of purchase price as of September 30, 2014 for the measurement period adjustments that are reflected in the table below:
|
| | | | | | | | | | | | |
| | | As of September 30, 2014 (Unaudited) | | Measurement Period Adjustment | | As of December 31, 2014 |
| Assets acquired and goodwill: | | | | | | |
Goodwill (1) | | $ | 50,249 |
| | $ | (17,821 | ) | | $ | 32,428 |
|
Other intangible assets (2) | | — |
| | 16,291 |
| | 16,291 |
|
| Other assets | | | | | | |
Fixed assets (3) | | 12,680 |
| | — |
| | 12,680 |
|
Accounts receivable (4) | | 24,050 |
| | 105 |
| | 24,155 |
|
Other (4) | | 1,224 |
| | (122 | ) | | 1,102 |
|
| Total other assets | | 37,954 |
| | (17 | ) | | 37,937 |
|
| Total assets acquired and goodwill | | 88,203 |
| | (1,547 | ) | | 86,656 |
|
| | | | | | | |
| Liabilities assumed and contingent consideration: | | | | | | |
| Other liabilities | | | | | | |
Accrued expenses and other (4) | | 26,108 |
| | 772 |
| | 26,880 |
|
Contingent consideration (5) | | 33,739 |
| | (1,530 | ) | | 32,209 |
|
| Total other liabilities | | 59,847 |
| | (758 | ) | | 59,089 |
|
| Total liabilities assumed and contingent consideration | | $ | 59,847 |
| | $ | (758 | ) | | $ | 59,089 |
|
(1) Goodwill
Goodwill is calculated as the excess of the purchase price over the net assets recognized and represents the future economic benefits arising from other assets acquired and liabilities assumed that could not be individually identified (Level 3). Total goodwill resulting from the acquisition, in the amount of $32,428, is allocated to the Retirement Services segment. No portion of goodwill is expected to be deductible for tax purposes.
(2) Other Intangible Assets
Other intangible assets include customer relationships and non-competition intangible assets. The fair value of the customer relationships intangible asset was determined using the excess earnings method under the income approach (Level 3). This valuation method is based on first forecasting revenue for the existing customer base and then applying expected attrition rates. The operating cash flows are calculated by determining the cost required to generate revenue from the existing customer base. Key assumptions include projections of revenues generated from existing customers which includes an estimated rate of attrition, projections of operating expenses, and a discount rate of 14%.
The fair value of the non-competition intangible asset was determined using the with and without method under the income approach (Level 3). The premise associated with this valuation approach is that the value of an asset is represented by the differences in the subject business’ cash flows under scenarios where a) the asset is present and is used in operations; and b) the asset is absent and not used in operations. Such differences may arise due to additional revenue and/or cost savings associated with having the asset in place. Cash flow differentials are then discounted to present value to arrive at an estimate of fair value for the asset. Key assumptions include projected cash flows with the non-competition agreement in place, projected cash flows without the non-competition agreement in place, the expected time period under which the cash flow differences would occur, the probability of competition and success and a discount rate of 14%.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
(3) Fixed Assets
The fair value of property, plant and equipment and software was determined using a cost approach and a market approach (Level 2). The cost approach is based on current replacement cost and/or reproduction costs of the assets as new less depreciation attributable to physical, functional and economic factors. The market approach is based on market data for similar assets.
(4) Accounts receivable, other assets and accrued expenses and other liabilities
Accounts receivable, other assets and accrued expenses and other liabilities are current assets and liabilities that are generally carried at fair value which is approximated from the carrying value (Level 2).
(5) Contingent consideration
In addition to the cash paid during 2014, the Company is obligated to make an additional earnout payment based on the retention of aggregated revenue, as defined in the Purchase and Sale Agreement, 24 months after the close date. As such, the remaining earnout payment is due on August 29, 2016. The potential undiscounted amount of the earnout payment that the Company could be required to make under the contingent consideration arrangement is between zero and $50,000. The fair value of the contingent consideration of $32,209 was estimated by a discounted cash flow model (Level 3) which calculates the present value of a probability-weighted earnout using a discount rate of 3%.
Contingencies
At the date of the acquisition, RPS was the named defendant in four pending lawsuits. Per the terms of the acquisition, the Company is indemnified from any and all losses incurred in conjunction with the pending lawsuits. Due to the Company’s limited involvement with the pending legal proceedings, it is unable to make an estimate of the possible loss and related indemnity associated with these claims.
Revenues and earnings of the acquiree
From date of acquisition to December 31, 2014, RPS contributed $54,267 in revenue and $3,416 in net loss. These amounts are included in the consolidated statements of income for the year ended December 31, 2014.
Costs related to acquisition
The Company incurred $2,859 of acquisition costs for the year ended December 31, 2014. Such costs have been expensed as incurred and are included in general insurance expenses.
Pro-forma information
Supplementary pro-forma revenues and net earnings for the combined entity, as though the acquisition date for this business combination had been as of January 1, 2014, 2013 and 2012, respectively, have not been included as it is impracticable since historical records are not available.
3. Application of Recent Accounting Pronouncements
Future adoption of new accounting pronouncements
In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-01 Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects (“ASU No. 2014-01”). ASU No. 2014-01 permits reporting entities to make an accounting election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those pre-existing investments. ASU 2014-01 is effective for public business entities for annual periods and interim reporting periods within those annual periods,
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
beginning after December 15, 2014. The Company currently uses the effective yield method for its investments in qualified affordable housing projects. As such, the Company does not expect the adoption of this ASU to have a material effect on the Company’s financial position or results of operations.
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). The update outlines a comprehensive model for accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. While the update does not apply to insurance contracts within the scope of Topic 944, it does apply to other fee income earned by the Company which includes fees from assets under management, assets under administration, shareholder servicing, administration and record-keeping services and investment advisory services. The core principle of the model requires that an entity should recognize 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. In adopting ASU No. 2014-09, the Company may use either a full retrospective or a modified retrospective approach. The update is effective for public business entities for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of this update on its financial statements.
In June 2014, the FASB issued ASU No. 2014-11 Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU No. 2014-11”). ASU No. 2014-11 amends the accounting for entities that enter into repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings. ASU No. 2014-11 requires new footnote disclosures for repurchase agreements and securities lending transactions accounted for as secured borrowings. The accounting changes in ASU 2014-11 are effective for public business entities for the first interim or annual period beginning after December 15, 2014. The disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The Company is currently evaluating the impact of this update on its financial statements.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40). The update will require management to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern. If there is substantial doubt about the Company’s ability to continue as a going concern, the Company will be required to disclose that fact, along with managements’ evaluation of the effectiveness of its plan to alleviate that doubt. The update defines substantial doubt as when it is probable that the Company will be unable to meet its obligations as they become due within one year of the date the financial statements are issued. The assessment and disclosure requirements, if applicable, will be required quarterly. The update is effective for the annual period ending after December 15, 2016, and for interim and annual periods thereafter. The Company does not expect this update to have an impact on the Company’s financial statements.
In November 2014, the FASB issued ASU 2014-17, Pushdown Accounting (Topic 805). The update gives an acquired entity the option of applying pushdown accounting in its stand-alone financial statements when a change in control occurs. The update is effective immediately and will apply to business combinations executed by the Company after November 18, 2014.
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (Topic 810). The update primarily amends the criteria used to evaluate whether certain variable interest entities should be consolidated. The update also modifies the criteria used to determine whether partnerships and similar entities are variable interest entities. The update is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted, including in the interim periods. The Company is currently evaluating the impact of this update on its financial statements.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
4. Related Party Transactions
In the normal course of its business, the Company enters into reinsurance agreements with related parties. Included in the consolidated balance sheets are the following amounts related to reinsurance ceded to and assumed from related parties:
|
| | | | | | | | |
| | | December 31, |
| | | 2014 | | 2013 |
| Reinsurance receivable | | $ | 529,921 |
| | $ | 502,471 |
|
| Future policy benefits | | 1,812,077 |
| | 1,887,182 |
|
Included in the consolidated statements of income are the following related party amounts:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Premium income, net of related party premiums ceded of $13,901, $(30,114) and $18,112 | | $ | 71,453 |
| | $ | 137,785 |
| | $ | 85,873 |
|
| Life and other policy benefits, net of reinsurance recoveries of $4,594, $(536) and $12,562 | | 209,102 |
| | 216,809 |
| | 215,880 |
|
| Decrease in future policy benefits | | (46,915 | ) | | (2,556 | ) | | (39,439 | ) |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
In the normal course of business the Company enters into agreements with related parties whereby it provides and/or receives record-keeping services, investment advisory services, and tax-related services, as well as corporate support services which include general and administrative services, information technology services, and marketing services. The following table presents revenue, expenses incurred and expense reimbursement from related parties for services provided and/or received pursuant to these service agreements. These amounts, in accordance with the terms of the contracts, are based upon market price, estimated costs incurred or resources expended as determined by number of policies, number of participants, certificates in-force, administered assets or other similar drivers.
|
| | | | | | | | | | | | | | | | |
| | | | | Year Ended December 31, | | Financial statement line |
| Description | | Related party | | 2014 | | 2013 | | 2012 | |
| Provides corporate support service | | The Canada Life Assurance Company (“CLAC”) (1), Great-West Life Assurance Company (“Great-West Life”) (1), MAM Holding Inc. (1) and Putnam (2) | | $ | (2,055 | ) | | $ | (1,971 | ) | | $ | (1,698 | ) | | General insurance expense |
| Receives corporate support services | | CLAC (1), Great-West Life (1) and Putnam (2) | | 4,053 |
| | 2,556 |
| | 2,610 |
| | General insurance expense |
| Provides investment advisory and administrative services to U.S. branches of Lifeco insurance subsidiaries | | CLAC (1) and Great-West Life (1) | | 1,803 |
| | 2,586 |
| | 2,929 |
| | Net investment income |
| Provides investment advisory and administrative services to Canadian subsidiaries of of Lifeco | | CLAC (1), Great-West Life (1) and London Life Financial Corporation (“London Life”) (1) | | 3,912 |
| | 4,487 |
| | 4,841 |
| | Fee income |
| Provides record-keeping services | | CLAC (1) and Putnam (2) | | 13,956 |
| | 10,625 |
| | 7,677 |
| | Fee income |
| Provides U.S. tax services | | London Life (1), LRG (US) Inc. (1), Putnam (2), Thomas H. Lee Partners L.P. (1) and CLAC (1) | | (402 | ) | | (361 | ) | | (352 | ) | | General insurance expense |
| Receives reimbursement from tax sharing indemnification related to state and local tax liabilities | | Putnam (2) | | 7,506 |
| | — |
| | — |
| | Other revenue |
| | | — |
| | 8,114 |
| | 6,206 |
| | Fee income |
| Received internally developed internal use software | | Putnam (2) | | 1,008 |
| | — |
| | — |
| | Other assets |
(1) An indirect wholly-owned subsidiary of Lifeco
(2) A wholly-owned subsidiary of Lifeco U.S.
The following table summarizes amounts due from parent and affiliates:
|
| | | | | | | | | | | | |
| | | | | | | December 31, |
| Related party | | Indebtedness | | Due date | | 2014 | | 2013 |
| GWL&A Financial | | On account | | On demand | | $ | 32,572 |
| | $ | 23,396 |
|
| Lifeco U.S. | | On account | | On demand | | 13,369 |
| | 64,786 |
|
| Other related party receivables | | On account | | On demand | | 1,252 |
| | 2,875 |
|
| Total | | | | | | $ | 47,193 |
| | $ | 91,057 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table summarizes amounts due to parent and affiliates:
|
| | | | | | | | | | | | |
| | | | | | | December 31, |
| Related party | | Indebtedness | | Due date | | 2014 | | 2013 |
GWL&A Financial (1) | | Surplus note | | November 2034 | | $ | 194,446 |
| | $ | 194,418 |
|
GWL&A Financial (2) | | Surplus note | | May 2046 | | 333,400 |
| | 333,400 |
|
| GWL&A Financial | | Note interest | | May 2014 | | 4,701 |
| | 4,701 |
|
| Putnam | | On account | | On demand | | 7,257 |
| | — |
|
| CLAC | | On account | | On demand | | 3,986 |
| | 6,038 |
|
| Great-West Life | | On account | | On demand | | 1,739 |
| | 1,514 |
|
| London Life | | On account | | On demand | | 1,737 |
| | 1,722 |
|
| Total | | | | | | $ | 547,266 |
| | $ | 541,793 |
|
(1) A note payable to GWL&A Financial was issued as a surplus note on November 15, 2004, with a face amount of $195,000 and carrying amounts of $194,446 and $194,418 at December 31, 2014 and 2013, respectively. The surplus note bears interest at the rate of 6.675% per annum, payable in arrears each May and November. The note matures on November 14, 2034.
(2) A note payable to GWL&A Financial was issued as a surplus note on May 19, 2006, with a face amount and carrying amount of $333,400. The surplus note bears interest initially at the rate of 7.203% per annum, payable in arrears each May and November until May 16, 2016. After May 16, 2016, the surplus note bears an interest rate of 2.588% plus the then-current three-month London Interbank Offering Rate (“LIBOR”). The surplus note is redeemable by the Company at the principal amount plus any accrued and unpaid interest after May 16, 2016. The note matures on May 16, 2046.
Payments of principal and interest under the surplus notes shall be made only out of surplus funds of the Company and only with prior written approval of the Commissioner of Insurance of the State of Colorado when the Commissioner of Insurance is satisfied that the financial condition of the Company warrants such action pursuant to applicable Colorado law. Payments of principal and interest on the surplus notes are payable only if at the time of such payment and after giving effect to the making thereof, the Company’s surplus would not fall below 2.5 times the authorized control level as required by the most recent risk-based capital calculations.
Interest expense attributable to these related party debt obligations was $37,059 for the years ended December 31, 2014, 2013 and 2012. Included in other liabilities on the consolidated balance sheets at December 31, 2014 and 2013 is $4,701 of interest payable attributable to these related party debt obligations.
The Company’s wholly owned subsidiary Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”) and CLAC are parties to a reinsurance agreement pursuant to which GWSC assumes term life insurance from CLAC. GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under the GWSC and CLAC reinsurance agreement for policy liabilities and capital support. The first letter of credit is for $1,168,800 and renews annually until it expires on July 3, 2027. The second letter of credit is for $70,000 and renews annually until it expires on December 31, 2017. At December 31, 2014 and 2013 there were no outstanding amounts related to the letters of credit.
Included within reinsurance receivable in the consolidated balance sheets are $522,180 and $495,140 of funds withheld assets as of December 31, 2014 and 2013, respectively. CLAC pays the Company, on a quarterly basis, interest on the funds withheld balance at a rate of 4.55% per annum. The interest income, in the amount of $21,295, $20,876 and $19,382, is included in net investment income for the years ended December 31, 2014, 2013 and 2012, respectively.
A subsidiary of the Company, Great-West Capital Management, LLC, serves as a Registered Investment Advisor to Great-West Funds, Inc., an affiliated open-end management investment company, to several affiliated insurance company separate accounts and to Great-West Trust Company, LLC, an affiliated trust company. Great-West Trust Company, LLC, serves as trustee to several collective investment trusts. Included in fee income on the consolidated statements of income are $126,726, $107,854 and $84,137 of advisory, management and trustee fee income from these affiliated entities for the years ended December 31, 2014, 2013 and 2012, respectively.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The Company’s separate accounts invest in shares of Great-West Funds, Inc. and Putnam Funds, which are affiliates of the Company and shares of other non-affiliated mutual funds and government and corporate bonds. The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by the Company. During the years ended December 31, 2014, 2013 and 2012, these purchases totaled $132,961, $198,107 and $131,593, respectively. As the general account investment contracts are also included in the separate account balances in the accompanying consolidated balance sheets, the Company has reduced the separate account assets and liabilities by $343,471 and $333,074 at December 31, 2014 and 2013, respectively, to eliminate these amounts in its consolidated balance sheets at those dates.
On January 1, 2013, the Company terminated its reinsurance agreement with its affiliate, CLAC, pursuant to which it had ceded certain participating life business on a coinsurance basis.
The Company recorded, at fair value, the following on January 1, 2013, in its consolidated balance sheet in connection with the termination of the reinsurance agreement:
|
| | | | | | | | | | |
| Assets | | Liabilities |
| Fixed maturities, available-for-sale | | $ | 44,104 |
| | Undistributed earnings on participating business | | $ | 4,781 |
|
| Policy loans | | 6,468 |
| | Due to parent and affiliates | | 3,841 |
|
| Reinsurance receivable | | (42,297 | ) | | | | |
|
| Investment income due and accrued | | 347 |
| | | | |
| Total | | $ | 8,622 |
| | Total | | $ | 8,622 |
|
The Company recorded the following on January 1, 2013, in its consolidated statement of income in connection with the termination of the reinsurance agreement:
|
| | | | |
| Premium income | | $ | 42,297 |
|
| Other revenue | | 7,355 |
|
| Total | | 49,652 |
|
| | | |
|
| Increase in future policy benefits | | 41,297 |
|
| Dividends to policyholders | | 1,000 |
|
| Total | | 42,297 |
|
| | | |
|
| Participating policyholders’ net income before income taxes | | 7,355 |
|
| Income tax expense | | 2,574 |
|
| Participating policyholders’ income | | 4,781 |
|
| | | |
|
| Provision for policyholders’ share of earnings on participating business | | 4,781 |
|
| Net income available to shareholder | | $ | — |
|
In 2013, the Company performed its regular review of the investment portfolios. As a result of that review, on December 1, 2013, the Company transferred $3,862 of cash and two mortgages with a market value of $28,959 to CLAC in exchange for four fixed maturity investments with a market value of $32,821. As a result of the transaction, the Company recognized realized investment loss of $1,041.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
5. Summary of Investments
The following tables summarize fixed maturity investments classified as available-for-sale and the non-credit-related component of OTTI in AOCI:
|
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2014 |
| | | 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 | | $ | 3,478,153 |
| | $ | 70,597 |
| | $ | 1,494 |
| | $ | 3,547,256 |
| | $ | — |
|
| Obligations of U.S. states and their subdivisions | | 1,885,715 |
| | 287,668 |
| | 899 |
| | 2,172,484 |
| | — |
|
| Foreign government securities | | 2,455 |
| | — |
| | 4 |
| | 2,451 |
| | — |
|
Corporate debt securities (2) | | 11,258,517 |
| | 763,036 |
| | 82,104 |
| | 11,939,449 |
| | (2,228 | ) |
| Asset-backed securities | | 1,263,089 |
| | 149,152 |
| | 13,702 |
| | 1,398,539 |
| | (96,603 | ) |
| Residential mortgage-backed securities | | 167,793 |
| | 7,368 |
| | 1,932 |
| | 173,229 |
| | (185 | ) |
| Commercial mortgage-backed securities | | 886,748 |
| | 32,556 |
| | 1,099 |
| | 918,205 |
| | — |
|
| Collateralized debt obligations | | 10,674 |
| | — |
| | 209 |
| | 10,465 |
| | — |
|
| Total fixed maturities | | $ | 18,953,144 |
| | $ | 1,310,377 |
| | $ | 101,443 |
| | $ | 20,162,078 |
| | $ | (99,016 | ) |
(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 $157,742 and estimated fair value of $131,799.
|
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2013 |
| | | 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 | | $ | 3,044,185 |
| | $ | 43,827 |
| | $ | 23,373 |
| | $ | 3,064,639 |
| | $ | — |
|
| Obligations of U.S. states and their subdivisions | | 1,763,797 |
| | 196,742 |
| | 16,952 |
| | 1,943,587 |
| | — |
|
| Foreign government securities | | 2,617 |
| | — |
| | 14 |
| | 2,603 |
| | — |
|
Corporate debt securities (2) | | 10,454,252 |
| | 568,261 |
| | 223,532 |
| | 10,798,981 |
| | (2,553 | ) |
| Asset-backed securities | | 1,553,510 |
| | 131,277 |
| | 29,150 |
| | 1,655,637 |
| | (98,502 | ) |
| Residential mortgage-backed securities | | 244,723 |
| | 8,335 |
| | 3,473 |
| | 249,585 |
| | (129 | ) |
| Commercial mortgage-backed securities | | 731,688 |
| | 21,951 |
| | 11,515 |
| | 742,124 |
| | — |
|
| Collateralized debt obligations | | 12,587 |
| | 14 |
| | 213 |
| | 12,388 |
| | — |
|
| Total fixed maturities | | $ | 17,807,359 |
| | $ | 970,407 |
| | $ | 308,222 |
| | $ | 18,469,544 |
| | $ | (101,184 | ) |
(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 $172,054 and estimated fair value of $143,644.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
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, based on estimated cash flows, 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.
|
| | | | | | | | |
| | | December 31, 2014 |
| | | Amortized cost | | Estimated fair value |
| Maturing in one year or less | | $ | 567,095 |
| | $ | 595,521 |
|
| Maturing after one year through five years | | 3,583,929 |
| | 3,887,276 |
|
| Maturing after five years through ten years | | 4,098,780 |
| | 4,331,464 |
|
| Maturing after ten years | | 5,203,246 |
| | 5,636,566 |
|
| Mortgage-backed and asset-backed securities | | 5,500,094 |
| | 5,711,251 |
|
| Total fixed maturities | | $ | 18,953,144 |
| | $ | 20,162,078 |
|
Mortgage-backed (commercial and residential) and asset-backed securities include those issued by U.S. government and U.S. agencies.
The following table summarizes information regarding the sales of securities classified as available-for-sale:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Proceeds from sales | | $ | 2,705,999 |
| | $ | 2,518,568 |
| | $ | 2,697,809 |
|
| Gross realized gains from sales | | 47,852 |
| | 71,758 |
| | 113,984 |
|
| Gross realized losses from sales | | 1,229 |
| | 27,792 |
| | 4,371 |
|
Included in net investment income are unrealized gains (losses) of $3,119, $(9,447) and $(634) on held for trading fixed maturity investments still held at December 31, 2014, 2013 and 2012, respectively.
Mortgage loans on real estate - The following table summarizes the carrying value of the mortgage loan portfolio by component:
|
| | | | | | | | |
| | | December 31, 2014 | | December 31, 2013 |
| Principal | | $ | 3,356,374 |
| | $ | 3,124,626 |
|
| Unamortized premium (discount) and fees, net | | 10,086 |
| | 12,519 |
|
| Mortgage provision allowance | | (2,890 | ) | | (2,890 | ) |
| Total mortgage loans | | $ | 3,363,570 |
| | $ | 3,134,255 |
|
The recorded investment of the mortgage loan portfolio categorized as performing was $3,366,460 and $3,137,145 as of December 31, 2014 and 2013, respectively.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table summarizes activity in the mortgage provision allowance:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| | | Commercial mortgages | | Commercial mortgages | | Commercial mortgages |
| Beginning balance | | $ | 2,890 |
| | $ | 2,890 |
| | $ | 21,130 |
|
| Provision increases | | — |
| | 273 |
| | 1,067 |
|
| Charge-off | | — |
| | (273 | ) | | (992 | ) |
| Recovery | | — |
| | — |
| | (75 | ) |
| Provision decreases | | — |
| | — |
| | (18,240 | ) |
| Ending balance | | $ | 2,890 |
| | $ | 2,890 |
| | $ | 2,890 |
|
| | | | | | | |
| Allowance ending balance by basis of impairment method: | | |
| | |
| | |
|
| Collectively evaluated for impairment | | $ | 2,890 |
| | $ | 2,890 |
| | $ | 2,890 |
|
| | | | | | | |
| Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method: | | $ | 3,366,460 |
| | $ | 3,137,145 |
| | $ | 2,884,648 |
|
| Individually evaluated for impairment | | 12,986 |
| | 13,906 |
| | 14,970 |
|
| Collectively evaluated for impairment | | 3,353,474 |
| | 3,123,239 |
| | 2,869,678 |
|
Limited partnership and other corporation interests - At December 31, 2014 and 2013, the Company had $49,421 and $79,236, respectively, invested in limited partnership and other corporation interests. Included in limited partnership interests are investments in low-income housing partnerships (“LIHLP”) that qualify for federal and state tax credits and ownership interests in pooled investment funds.
The Company has determined each investment in LIHLP to be considered a VIE but consolidation was not required because the Company has no power through voting rights or similar rights to direct the activities that most significantly impact the entities’ economic performance. As a 99% limited partner in various upper-tier LIHLPs, the Company expects to receive the tax credits allocated to the partnership and operating losses from depreciation and interest expense. The general partner is most closely involved in the development and management of the LIHLP project and has a small ownership of the partnership.
The carrying value and maximum exposure to loss in relation to the activities of the VIEs was $7,464 and $31,563 at December 31, 2014 and 2013, respectively.
Special deposits and securities lending - The Company had securities on deposit with government authorities as required by certain insurance laws with fair values of $14,612 and $14,072 at December 31, 2014 and 2013, respectively.
The Company participates in a securities lending program whereby securities are loaned to third parties. Securities with a cost or amortized cost of $15,252 and $28,178 and estimated fair values of $15,423 and $27,166 were on loan under the program at December 31, 2014 and 2013, respectively. The Company received cash of $13,741 and $18,534 and securities with a fair value of $2,131 and $9,424 as collateral at December 31, 2014 and 2013, respectively.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
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:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2014 |
| | | 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 | | $ | 566,335 |
| | $ | 503 |
| | $ | 74,322 |
| | $ | 991 |
| | $ | 640,657 |
| | $ | 1,494 |
|
| Obligations of U.S. states and their subdivisions | | 18,280 |
| | 218 |
| | 41,064 |
| | 681 |
| | 59,344 |
| | 899 |
|
| Foreign government securities | | 2,451 |
| | 4 |
| | — |
| | — |
| | 2,451 |
| | 4 |
|
| Corporate debt securities | | 836,263 |
| | 16,775 |
| | 764,528 |
| | 65,329 |
| | 1,600,791 |
| | 82,104 |
|
| Asset-backed securities | | 88,312 |
| | 849 |
| | 200,072 |
| | 12,853 |
| | 288,384 |
| | 13,702 |
|
| Residential mortgage-backed securities | | 4,663 |
| | 11 |
| | 24,052 |
| | 1,921 |
| | 28,715 |
| | 1,932 |
|
| Commercial mortgage-backed securities | | 35,015 |
| | 127 |
| | 57,333 |
| | 972 |
| | 92,348 |
| | 1,099 |
|
| Collateralized debt obligations | | 10,465 |
| | 209 |
| | — |
| | — |
| | 10,465 |
| | 209 |
|
| Total fixed maturities | | $ | 1,561,784 |
| | $ | 18,696 |
| | $ | 1,161,371 |
| | $ | 82,747 |
| | $ | 2,723,155 |
| | $ | 101,443 |
|
| Total number of securities in an unrealized loss position | | |
| | 134 |
| | |
| | 153 |
| | |
| | 287 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2013 |
| | | 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 | | $ | 2,399,373 |
| | $ | 23,156 |
| | $ | 5,192 |
| | $ | 217 |
| | $ | 2,404,565 |
| | $ | 23,373 |
|
| Obligations of U.S. states and their subdivisions | | 214,979 |
| | 16,713 |
| | 837 |
| | 239 |
| | 215,816 |
| | 16,952 |
|
| Foreign government securities | | 2,603 |
| | 14 |
| | — |
| | — |
| | 2,603 |
| | 14 |
|
| Corporate debt securities | | 2,632,093 |
| | 144,367 |
| | 511,376 |
| | 79,165 |
| | 3,143,469 |
| | 223,532 |
|
| Asset-backed securities | | 305,377 |
| | 12,763 |
| | 305,740 |
| | 16,387 |
| | 611,117 |
| | 29,150 |
|
| Residential mortgage-backed securities | | 32,131 |
| | 3,454 |
| | 1,011 |
| | 19 |
| | 33,142 |
| | 3,473 |
|
| Commercial mortgage-backed securities | | 177,395 |
| | 6,703 |
| | 48,825 |
| | 4,812 |
| | 226,220 |
| | 11,515 |
|
| Collateralized debt obligations | | — |
| | — |
| | 12,356 |
| | 213 |
| | 12,356 |
| | 213 |
|
| Total fixed maturities | | $ | 5,763,951 |
| | $ | 207,170 |
| | $ | 885,337 |
| | $ | 101,052 |
| | $ | 6,649,288 |
| | $ | 308,222 |
|
| Total number of securities in an unrealized loss position | | |
| | 458 |
| | |
| | 109 |
| | |
| | 567 |
|
Fixed maturity investments - Total unrealized losses and OTTI decreased by $206,779, or 67%, from December 31, 2013 to December 31, 2014. The majority, or $188,474, of the decrease was in the less than twelve months category. The decrease in unrealized losses was across all asset classes and reflects lower interest rates at December 31, 2014 compared to December 31, 2013.
Total unrealized losses greater than twelve months decreased by $18,305 from December 31, 2013 to December 31, 2014. Corporate debt securities account for 79%, or $65,329, of the unrealized losses and OTTI greater than twelve months at December 31, 2014. Non-investment grade corporate debt securities account for $9,921 of the unrealized losses and OTTI greater than twelve months and $8,899 of the losses are on perpetual debt investments issued by investment grade rated banks in the United Kingdom. Management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
Asset-backed securities account for 16% of the unrealized losses and OTTI greater than twelve months at December 31, 2014. 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 realized investment gains (losses) is summarized as follows:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Beginning balance | | $ | 167,961 |
| | $ | 167,788 |
| | $ | 186,999 |
|
| Additions: | | |
| | |
| | |
|
| Initial impairments - credit loss on securities not previously impaired | | — |
| | — |
| | 4,429 |
|
| Credit loss recognized on securities previously impaired | | — |
| | 173 |
| | — |
|
| Reductions: | | |
| | |
| | |
|
| Due to sales, maturities, or payoffs during the period | | (646 | ) | | — |
| | (23,640 | ) |
| Due to increases in cash flows expected to be collected that are recognized over the remaining life of the security | | (47,783 | ) | | — |
| | — |
|
| Ending balance | | $ | 119,532 |
| | $ | 167,961 |
| | $ | 167,788 |
|
Net Investment Income
The following table summarizes net investment income:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Investment income: | | |
| | |
| | |
|
| Fixed maturity and short-term investments | | $ | 816,907 |
| | $ | 766,367 |
| | $ | 808,215 |
|
| Mortgage loans on real estate | | 149,497 |
| | 147,944 |
| | 138,411 |
|
| Policy loans | | 207,013 |
| | 206,718 |
| | 213,300 |
|
| Limited partnership interests | | 9,128 |
| | 9,131 |
| | 7,566 |
|
| Net interest on funds withheld balances under reinsurance agreements, related party | | 21,295 |
| | 20,876 |
| | 19,382 |
|
Derivative instruments (1) | | 39,533 |
| | (44,610 | ) | | 16,008 |
|
| Other | | 5,008 |
| | 3,321 |
| | 5,222 |
|
| | | 1,248,381 |
| | 1,109,747 |
| | 1,208,104 |
|
| Investment expenses | | (19,993 | ) | | (18,358 | ) | | (16,553 | ) |
| Net investment income | | $ | 1,228,388 |
| | $ | 1,091,389 |
| | $ | 1,191,551 |
|
(1) Includes gains (losses) on the hedged asset for fair value hedges.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
Realized Investment Gains (Losses)
The following table summarizes realized investment gains (losses):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Realized investment gains (losses): | | |
| | |
| | |
|
| Fixed maturity and short-term investments | | $ | 54,219 |
| | $ | 37,312 |
| | $ | 105,675 |
|
| Derivative instruments | | 90,504 |
| | (62,077 | ) | | (10,221 | ) |
| Mortgage loans on real estate | | 6,857 |
| | 10,895 |
| | 21,471 |
|
| Other | | (4,209 | ) | | (266 | ) | | (208 | ) |
| Realized investment gains (losses) | | $ | 147,371 |
| | $ | (14,136 | ) | | $ | 116,717 |
|
Included in net investment income and realized investment gains (losses) are amounts allocable to the participating fund account. This allocation is based upon the activity in a specific block of investments that are segmented for the benefit of the participating fund account.
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 $141,653 and $167,743 as of December 31, 2014 and 2013, respectively. The Company had pledged collateral related to these derivatives of $106,110 and $143,540 as of December 31, 2014 and 2013, respectively, in the normal course of business. If the credit-risk-related contingent features were triggered on December 31, 2014, the fair value of assets that could be required to settle the derivatives in a net liability position was $35,543.
At December 31, 2014 and 2013, the Company had pledged $106,110 and $143,710, respectively, of unrestricted cash collateral to counterparties in the normal course of business.
At December 31, 2014, the Company estimated $8,500 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.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
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 securities from a floating rate to a fixed rate. Interest rate futures are used to manage the interest rate risks of forecasted acquisitions of fixed rate maturity investments. These derivatives are primarily structured to hedge interest rate risk inherent in the assumptions used to price certain liabilities.
Fair value hedges
Interest rate swap agreements are used to convert the interest rate on certain debt securities from a fixed rate to a floating rate to manage the interest rate risk of the change in the fair value of certain fixed rate maturity investments.
Not designated as hedging instruments
The Company enters into certain transactions in which derivatives are hedging an economic risk but hedge accounting is not elected. These derivative instruments include: exchange-traded interest rate swap futures, 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 a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.
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.
Cross-currency contracts
Cross-currency swaps 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, hedge accounting is not always elected.
Equity contracts
Futures on equity indices are used to reduce the Company’s exposure to equity market risks; however, hedge accounting is not elected. The Company is hedging the risk of declining equity market values having an adverse effect on fee income collected on equity funds. The Company also uses futures on equity indices to offset changes in guaranteed minimum withdrawal benefit liabilities.
Other contracts
The Company 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. As the Company does not regularly accept delivery of such securities, they are accounted for as derivatives but hedge accounting is not elected. These transactions are disclosed as Other forward contracts.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following tables summarize derivative financial instruments:
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2014 |
| | | | | Net derivatives | | Asset derivatives | | Liability derivatives |
| | | Notional amount | | Fair value (1) | | Fair value (1) | | Fair value (1) |
| Hedge designation/derivative type: | | |
| | |
| | |
| | |
|
| Derivatives designated as hedges: | | |
| | |
| | |
| | |
|
| Cash flow hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | $ | 184,200 |
| | $ | 17,746 |
| | $ | 17,746 |
| | $ | — |
|
| Cross-currency swaps | | 174,245 |
| | 2,322 |
| | 5,143 |
| | 2,821 |
|
| Total cash flow hedges | | 358,445 |
| | 20,068 |
| | 22,889 |
| | 2,821 |
|
| | | | | | | | | |
| Fair value hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | 78,000 |
| | 1,506 |
| | 1,637 |
| | 131 |
|
| Total fair value hedges | | 78,000 |
| | 1,506 |
| | 1,637 |
| | 131 |
|
| | | | | | | | | |
| Total derivatives designated as hedges | | 436,445 |
| | 21,574 |
| | 24,526 |
| | 2,952 |
|
| | | | | | | | | |
| Derivatives not designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | 128,100 |
| | 4,402 |
| | 6,246 |
| | 1,844 |
|
| Futures on equity indices | | 5,505 |
| | — |
| | — |
| | — |
|
| Interest rate futures | | 17,958 |
| | — |
| | — |
| | — |
|
| Interest rate swaptions | | 293,964 |
| | 271 |
| | 271 |
| | — |
|
| Cross-currency swaps | | 662,935 |
| | (127,230 | ) | | 4,561 |
| | 131,791 |
|
| Total derivatives not designated as hedges | | 1,108,462 |
| | (122,557 | ) | | 11,078 |
| | 133,635 |
|
| Total derivative financial instruments | | $ | 1,544,907 |
| | $ | (100,983 | ) | | $ | 35,604 |
| | $ | 136,587 |
|
(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 consolidated balance sheets.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2013 |
| | | | | Net derivatives | | Asset derivatives | | Liability derivatives |
| | | Notional amount | | Fair value (1) | | Fair value (1) | | Fair value (1) |
| Hedge designation/derivative type: | | |
| | |
| | |
| | |
|
| Derivatives designated as hedges: | | |
| | |
| | |
| | |
|
| Cash flow hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | $ | 184,200 |
| | $ | 13,829 |
| | $ | 13,829 |
| | $ | — |
|
| Cross-currency swaps | | 102,545 |
| | (7,843 | ) | | — |
| | 7,843 |
|
| Total cash flow hedges | | 286,745 |
| | 5,986 |
| | 13,829 |
| | 7,843 |
|
| | | | | | | | | |
| Fair value hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | 78,000 |
| | 4,951 |
| | 5,098 |
| | 147 |
|
| Total fair value hedges | | 78,000 |
| | 4,951 |
| | 5,098 |
| | 147 |
|
| | | | | | | | | |
| Total derivatives designated as hedges | | 364,745 |
| | 10,937 |
| | 18,927 |
| | 7,990 |
|
| | | | | | | | | |
| Derivatives not designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | 55,600 |
| | (2,038 | ) | | 1,454 |
| | 3,492 |
|
| Futures on equity indices | | 3,483 |
| | — |
| | — |
| | — |
|
| Interest rate futures | | 16,233 |
| | — |
| | — |
| | — |
|
| Interest rate swaptions | | 494,774 |
| | 1,176 |
| | 1,176 |
| | — |
|
| Cross-currency swaps | | 557,676 |
| | (154,340 | ) | | 1,921 |
| | 156,261 |
|
| Total derivatives not designated as hedges | | 1,127,766 |
| | (155,202 | ) | | 4,551 |
| | 159,753 |
|
| Total derivative financial instruments | | $ | 1,492,511 |
| | $ | (144,265 | ) | | $ | 23,478 |
| | $ | 167,743 |
|
(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 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 year ended December 31, 2014 was $340,262, $732,581, $21,702, $407,552, and $4,217,408 for interest rate swaps, cross-currency swaps,
futures, swaptions and other forward contracts, respectively. The average notional outstanding during the year ended December 31, 2013 was $351,579, $608,787, $46,564, $606,374, and $3,543,173 for interest rate swaps, cross-currency swaps, futures,
swaptions and other forward contracts, respectively.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following tables present the effect of derivative instruments in the consolidated statement of income reported by cash flow hedges, fair value hedges and economic hedges:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Gain (loss) recognized in OCI on derivatives (Effective portion) | | Gain (loss) reclassified from OCI into net income (Effective portion) | |
| | | Year Ended December 31, | | Year Ended December 31, | |
| | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | |
| Cash flow hedges: | | |
| | |
| | |
| | |
| | |
| | |
| |
| Interest rate swaps | | $ | 9,096 |
| | $ | (12,285 | ) | | $ | 5,220 |
| | $ | 7,462 |
| | $ | 5,067 |
| | $ | 2,856 |
| (A) |
| Cross-currency swaps | | 11,041 |
| | 15,387 |
| | (24,101 | ) | | 1,030 |
| | — |
| | — |
| (A) |
| Cross-currency swaps | | — |
| | — |
| | — |
| | (154 | ) | | — |
| | — |
| (B) |
| Interest rate futures | | — |
| | — |
| | — |
| | 70 |
| | 63 |
| | 63 |
| (A) |
| Total cash flow hedges | | $ | 20,137 |
| | $ | 3,102 |
| | $ | (18,881 | ) | | $ | 8,408 |
| | $ | 5,130 |
| | $ | 2,919 |
| |
(A) Net investment income.
(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Gain (loss) on derivatives recognized in net income | | Gain (loss) on hedged assets recognized in net income | |
| | | Year Ended December 31, | | Year Ended December 31, | |
| | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | |
| Fair value hedges: | | |
| | |
| | |
| | |
| | |
| | |
| |
| Interest rate swaps | | $ | (3,444 | ) | | $ | 6,342 |
| | $ | (380 | ) | (A) | $ | — |
| | $ | — |
| | $ | — |
| |
| Interest rate swaps | | — |
| | 1,909 |
| | — |
| (B) | — |
| | — |
| | — |
| |
| Items hedged in interest rate swaps | | — |
| | — |
| | — |
| | 3,439 |
| | (5,308 | ) | | 380 |
| (A) |
| Items hedged in interest rate swaps | | — |
| | — |
| | — |
| | — |
| | (2,943 | ) | | — |
| (B) |
Total fair value hedges (1) | | $ | (3,444 | ) | | $ | 8,251 |
| | $ | (380 | ) | | $ | 3,439 |
| | $ | (8,251 | ) | | $ | 380 |
| |
(1) Hedge ineffectiveness of ($5), zero and zero was recognized during the year ended December 31, 2014, 2013 and 2012, respectively.
(A) Net investment income.
(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.
|
| | | | | | | | | | | | | |
| | | Gain (loss) on derivatives recognized in net income | |
| | | Year Ended December 31, | |
| | | 2014 | | 2013 | | 2012 | |
| Derivatives not designated as hedging instruments: | | |
| | |
| | |
| |
| Futures on equity indices | | $ | (41 | ) | (A) | $ | (97 | ) | (A) | $ | 2 |
| (A) |
| Futures on equity indices | | (534 | ) | (B) | (3,396 | ) | (B) | (774 | ) | (B) |
| Interest rate swaps | | 6,508 |
| (A) | (3,668 | ) | (A) | 8,620 |
| (A) |
| Interest rate swaps | | — |
| (B) | (622 | ) | (B) | (4,979 | ) | (B) |
| Interest rate futures | | (51 | ) | (A) | (458 | ) | (A) | 164 |
| (A) |
| Interest rate futures | | 305 |
| (B) | 303 |
| (B) | (2,641 | ) | (B) |
| Interest rate swaptions | | 2,424 |
| (A) | 3,241 |
| (A) | 862 |
| (A) |
| Interest rate swaptions | | (3,578 | ) | (B) | (2,828 | ) | (B) | (1,827 | ) | (B) |
| Other forward contracts | | 94,465 |
| (B) | (57,442 | ) | (B) | — |
| (B) |
| Cross-currency swaps | | 24,588 |
| (A) | (50,111 | ) | (A) | — |
| (A) |
| Total derivatives not designated as hedging instruments | | $ | 124,086 |
| | $ | (115,078 | ) | | $ | (573 | ) | |
(A) Net investment income.
(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
7. Summary of Offsetting Assets and Liabilities
The Company enters into derivative transactions with several approved counterparties. The Company’s derivative transactions are generally governed by ISDA or MSFTA 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 ISDA and MSFTA 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. 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:
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2014 |
| | | | | Gross fair value not offset | | |
| | | | | in balance sheets | | |
| | | Gross fair value of | | Financial | | Cash collateral | | Net |
| Financial instruments: | | recognized assets/liabilities (1) | | instruments | | received/(pledged) | | fair value |
Derivative instruments (assets) (2) | | $ | 32,895 |
| | $ | (32,595 | ) | | $ | 279 |
| | $ | 21 |
|
Derivative instruments (liabilities) (3) | | 140,655 |
| | (32,595 | ) | | (105,929 | ) | | 2,131 |
|
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2013 |
| | | | | Gross fair value not offset | | |
| | | | | in balance sheets | | |
| | | Gross fair value of | | Financial | | Cash collateral | | Net |
| Financial instruments: | | recognized assets/liabilities (1) | | instruments | | received/(pledged) | | fair value |
Derivative instruments (assets) (2) | | $ | 25,250 |
| | $ | (25,023 | ) | | $ | — |
| | $ | 227 |
|
Derivative instruments (liabilities) (3) | | 171,387 |
| | (25,023 | ) | | (143,540 | ) | | 2,824 |
|
(1) The gross fair value of derivative instruments are not netted against offsetting liabilities for presentation on the consolidated balance sheets.
(2) The estimated fair value of derivative instrument assets is reported in other assets in the 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 consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
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 |
| | | December 31, 2014 |
| | | 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 | | $ | — |
| | $ | 3,547,256 |
| | $ | — |
| | $ | 3,547,256 |
|
| Obligations of U.S. states and their subdivisions | | — |
| | 2,172,484 |
| | — |
| | 2,172,484 |
|
| Foreign government securities | | — |
| | 2,451 |
| | — |
| | 2,451 |
|
| Corporate debt securities | | — |
| | 11,933,607 |
| | 5,842 |
| | 11,939,449 |
|
| Asset-backed securities | | — |
| | 1,398,503 |
| | 36 |
| | 1,398,539 |
|
| Residential mortgage-backed securities | | — |
| | 173,229 |
| | — |
| | 173,229 |
|
| Commercial mortgage-backed securities | | — |
| | 918,205 |
| | — |
| | 918,205 |
|
| Collateralized debt obligations | | — |
| | 10,465 |
| | — |
| | 10,465 |
|
| Total fixed maturities available-for-sale | | — |
| | 20,156,200 |
| | 5,878 |
| | 20,162,078 |
|
| Fixed maturities held for trading: | | |
| | |
| | |
| | |
|
| U.S. government direct obligations and U.S. agencies | | — |
| | 279,602 |
| | — |
| | 279,602 |
|
| Corporate debt securities | | — |
| | 57,850 |
| | — |
| | 57,850 |
|
| Commercial mortgage-backed securities | | — |
| | 1,091 |
| | — |
| | 1,091 |
|
| Total fixed maturities held for trading | | — |
| | 338,543 |
| | — |
| | 338,543 |
|
| Short-term investments | | 156,935 |
| | 106,566 |
| | — |
| | 263,501 |
|
| Collateral under securities lending agreements | | 13,741 |
| | — |
| | — |
| | 13,741 |
|
| Collateral under derivative counterparty collateral agreements | | 106,901 |
| | — |
| | — |
| | 106,901 |
|
| Derivative instruments designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 19,383 |
| | — |
| | 19,383 |
|
| Cross-currency swaps | | — |
| | 5,143 |
| | — |
| | 5,143 |
|
| Derivative instruments not designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 6,246 |
| | — |
| | 6,246 |
|
| Interest rate swaptions | | — |
| | 271 |
| | — |
| | 271 |
|
| Cross-currency swaps | | — |
| | 4,561 |
| | — |
| | 4,561 |
|
| Total derivative instruments | | — |
| | 35,604 |
| | — |
| | 35,604 |
|
| Separate account assets | | 16,146,057 |
| | 11,572,787 |
| |
|
| | 27,718,844 |
|
| Total assets | | $ | 16,423,634 |
| | $ | 32,209,700 |
| | $ | 5,878 |
| | $ | 48,639,212 |
|
| | | | | | | | | |
| Liabilities | | |
| | |
| | |
| | |
|
| Payable under securities lending agreements | | $ | 13,741 |
| | $ | — |
| | $ | — |
| | $ | 13,741 |
|
| Collateral under derivative counterparty collateral agreements | | 791 |
| | — |
| | — |
| | 791 |
|
| Derivative instruments designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 131 |
| | — |
| | 131 |
|
| Cross-currency swaps | | — |
| | 2,821 |
| | — |
| | 2,821 |
|
| Derivative instruments not designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 1,844 |
| | — |
| | 1,844 |
|
| Cross-currency swaps | | — |
| | 131,791 |
| | — |
| | 131,791 |
|
| Total derivative instruments | | — |
| | 136,587 |
| | — |
| | 136,587 |
|
Separate account liabilities (1) | | 15 |
| | 217,712 |
| | — |
| | 217,727 |
|
| Total liabilities | | $ | 14,547 |
| | $ | 354,299 |
| | $ | — |
| | $ | 368,846 |
|
(1) Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
|
| | | | | | | | | | | | | | | | |
| | | Assets and liabilities measured at fair value on a recurring basis |
| | | December 31, 2013 |
| | | 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 | | $ | — |
| | $ | 3,064,639 |
| | $ | — |
| | $ | 3,064,639 |
|
| Obligations of U.S. states and their subdivisions | | — |
| | 1,943,587 |
| | — |
| | 1,943,587 |
|
| Foreign government securities | | — |
| | 2,603 |
| | — |
| | 2,603 |
|
| Corporate debt securities | | — |
| | 10,792,329 |
| | 6,652 |
| | 10,798,981 |
|
| Asset-backed securities | | — |
| | 1,402,679 |
| | 252,958 |
| | 1,655,637 |
|
| Residential mortgage-backed securities | | — |
| | 249,585 |
| | — |
| | 249,585 |
|
| Commercial mortgage-backed securities | | — |
| | 742,124 |
| | — |
| | 742,124 |
|
| Collateralized debt obligations | | — |
| | 12,356 |
| | 32 |
| | 12,388 |
|
| Total fixed maturities available-for-sale | | — |
| | 18,209,902 |
| | 259,642 |
| | 18,469,544 |
|
| Fixed maturities held for trading: | | |
| | |
| | |
| | |
|
| U.S. government direct obligations and U.S. agencies | | — |
| | 236,000 |
| | — |
| | 236,000 |
|
| Corporate debt securities | | — |
| | 58,171 |
| | — |
| | 58,171 |
|
| Asset-backed securities | | — |
| | 40,858 |
| | — |
| | 40,858 |
|
| Commercial mortgage-backed securities | | — |
| | 1,026 |
| | — |
| | 1,026 |
|
| Total fixed maturities held for trading | | — |
| | 336,055 |
| | — |
| | 336,055 |
|
| Short-term investments | | 254,378 |
| | 39,909 |
| | — |
| | 294,287 |
|
| Collateral under securities lending agreements | | 18,534 |
| | — |
| | — |
| | 18,534 |
|
| Collateral under derivative counterparty collateral agreements | | 143,710 |
| | — |
| | — |
| | 143,710 |
|
| Derivative instruments designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 18,927 |
| | — |
| | 18,927 |
|
| Derivative instruments not designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 1,454 |
| | — |
| | 1,454 |
|
| Interest rate swaptions | | — |
| | 1,176 |
| | — |
| | 1,176 |
|
| Cross-currency swaps | | — |
| | 1,921 |
| | — |
| | 1,921 |
|
| Total derivative instruments | | — |
| | 23,478 |
| | — |
| | 23,478 |
|
| Separate account assets | | 14,861,680 |
| | 11,769,224 |
| | — |
| | 26,630,904 |
|
| Total assets | | $ | 15,278,302 |
| | $ | 30,378,568 |
| | $ | 259,642 |
| | $ | 45,916,512 |
|
| | | | | | | | | |
| Liabilities | | |
| | |
| | |
| | |
|
| Payable under securities lending agreements | | $ | 18,534 |
| | $ | — |
| | $ | — |
| | $ | 18,534 |
|
| Derivative instruments designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 147 |
| | — |
| | 147 |
|
| Cross-currency swaps | | — |
| | 7,843 |
| | — |
| | 7,843 |
|
| Derivative instruments not designated as hedges: | | |
| | |
| | |
| | |
|
| Interest rate swaps | | — |
| | 3,492 |
| | — |
| | 3,492 |
|
| Cross-currency swaps | | — |
| | 156,261 |
| | — |
| | 156,261 |
|
| Total derivative instruments | | — |
| | 167,743 |
| | — |
| | 167,743 |
|
Separate account liabilities (1) | | 2 |
| | 166,325 |
| | — |
| | 166,327 |
|
| Total liabilities | | $ | 18,536 |
| | $ | 334,068 |
| | $ | — |
| | $ | 352,604 |
|
(1) Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
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 based upon market prices from independent pricing services. In cases where market 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.
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.
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 and interest rate swaptions, 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.
Separate account assets and liabilities
Separate account assets and liabilities primarily include investments in mutual fund, fixed maturity and short-term securities. Mutual 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.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
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 |
| | | Year Ended December 31, 2014 |
| | | Fixed maturities available-for-sale | | |
| | | Corporate | | Asset-backed | | Collateralized | | |
| | | debt securities | | securities | | debt obligations | | Total |
| Balances, January 1, 2014 | | $ | 6,652 |
| | $ | 252,958 |
| | $ | 32 |
| | $ | 259,642 |
|
| Realized and unrealized gains (losses) included in: | | |
| | |
| | |
| | |
|
| Net Income | | — |
| | — |
| | (17 | ) | | (17 | ) |
| Other comprehensive income (loss) | | (178 | ) | | — |
| | (15 | ) | | (193 | ) |
| Settlements | | (632 | ) | | (19 | ) | | — |
| | (651 | ) |
Transfers out of Level 3 (1) | | — |
| | (252,903 | ) | | — |
| | (252,903 | ) |
| Balances, December 31, 2014 | | $ | 5,842 |
| | $ | 36 |
| | $ | — |
| | $ | 5,878 |
|
| Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2014 | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
(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 and internal models.
|
| | | | | | | | | | | | | | | | |
| | | Recurring Level 3 financial assets and liabilities |
| | | Year Ended December 31, 2013 |
| | | Fixed maturities available-for-sale | | |
| | | Corporate | | Asset-backed | | Collateralized | | |
| | | debt securities | | securities | | debt obligations | | Total |
| Balances, January 1, 2013 | | $ | 1,822 |
| | $ | 265,538 |
| | $ | 32 |
| | $ | 267,392 |
|
| Realized and unrealized gains (losses) included in: | | |
| | |
| | |
| | |
|
| Other comprehensive income (loss) | | (240 | ) | | 34,766 |
| | — |
| | 34,526 |
|
| Settlements | | (762 | ) | | (47,346 | ) | | — |
| | (48,108 | ) |
Transfers into Level 3 (1) | | 5,832 |
| | — |
| | — |
| | 5,832 |
|
| Balances, December 31, 2013 | | $ | 6,652 |
| | $ | 252,958 |
| | $ | 32 |
| | $ | 259,642 |
|
| Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2013 | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
(1) Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
|
| | | | | | | | | | | | | | | | | | | | |
| | | Recurring Level 3 financial assets and liabilities |
| | | Year Ended December 31, 2012 |
| | | Fixed maturities available-for-sale | | | | |
| | | Corporate | | Asset-backed | | Collateralized | | Separate | | |
| | | debt securities | | securities | | debt obligations | | accounts | | Total |
| January 1, 2012 | | $ | 36,496 |
| | $ | 279,021 |
| | $ | 22 |
| | $ | 2,118 |
| | $ | 317,657 |
|
| Realized and unrealized gains (losses) included in: | | |
| | |
| | |
| | |
| | |
|
| Net income | | (66 | ) | | — |
| | — |
| | (3,692 | ) | | (3,758 | ) |
| Other comprehensive income (loss) | | 102 |
| | 33,346 |
| | 11 |
| | 3,604 |
| | 37,063 |
|
| Sales | | (1,598 | ) | | — |
| | — |
| | (1,997 | ) | | (3,595 | ) |
| Settlements | | (874 | ) | | (41,809 | ) | | (1 | ) | | (33 | ) | | (42,717 | ) |
Transfers out of Level 3 (1) | | (32,238 | ) | | (5,020 | ) | | — |
| | — |
| | (37,258 | ) |
| Balances, December 31, 2012 | | $ | 1,822 |
| | $ | 265,538 |
| | $ | 32 |
| | $ | — |
| | $ | 267,392 |
|
| Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2012 | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
(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 and internal models.
The following table presents significant unobservable inputs used during the valuation of certain assets categorized within Level 3 of the recurring fair value measurements table:
|
| | | | | | | | | | |
| | | December 31, 2013 |
| | | Fair Value | | Valuation Technique | | Unobservable Input | | Weighted Average |
| Fixed maturities available-for-sale: | | |
| | | | | | |
Asset-backed securities (1) | | $ | 252,902 |
| | Internal model pricing | | Prepayment speed assumption | | 9 |
| | | |
| | | | Constant default rate assumption | | 5 |
| | | |
| | | | Adjusted ABX Index spread assumption (2) | | 455 |
(1) Includes home improvement loans only.
(2) Includes an internally calculated liquidity premium adjustment of 217.
At December 31, 2013, after adjusting the ABX Index spread assumption by the liquidity premium, the overall discount rate ranged from 327 to 647 basis points. The constant default rate assumption ranged from 2.0 to 12.9.
The significant unobservable inputs used in the fair value measurement of asset-backed securities are prepayment speed assumptions, constant default rate assumptions and the ABX Index spread adjusted by an internally calculated liquidity premium with the primary inputs being the constant default rate assumption and the adjusted ABX Index spread assumption. As the constant default rate assumption or the adjusted ABX Index spread assumption increases, the price and therefore, the fair value, of the securities decreases.
Non-recurring fair value measurements - Certain assets are measured at estimated fair value on a non-recurring basis and are not included in the tables above. The Company held $9,242 and zero of adjusted cost basis limited partnership interests which were impaired at December 31, 2014 and 2013, respectively, based on the fair value disclosed in the limited partnership financial statements. These limited partnership interests were recorded at estimated fair value and represent a non-recurring fair value measurement. The estimated fair value was categorized as Level 3.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
Fair value of financial instruments
The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value on a recurring basis:
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2014 | | December 31, 2013 |
| | | Carrying | | Estimated | | Carrying | | Estimated |
| | | amount | | fair value | | amount | | fair value |
| Assets | | |
| | |
| | |
| | |
|
| Mortgage loans on real estate | | $ | 3,363,570 |
| | $ | 3,558,111 |
| | $ | 3,134,255 |
| | $ | 3,197,292 |
|
| Policy loans | | 4,130,062 |
| | 4,130,062 |
| | 4,185,472 |
| | 4,185,472 |
|
| Limited partnership interests | | 38,796 |
| | 41,853 |
| | 44,551 |
| | 42,433 |
|
| Other investments | | 15,614 |
| | 43,263 |
| | 16,643 |
| | 42,814 |
|
| | | | | | | | | |
| Liabilities | | |
| | |
| | |
| | |
|
| Annuity contract benefits without life contingencies | | $ | 10,569,147 |
| | $ | 10,563,477 |
| | $ | 10,263,043 |
| | $ | 9,986,464 |
|
| Policyholders’ funds | | 335,484 |
| | 335,484 |
| | 345,689 |
| | 345,689 |
|
| Commercial paper | | 98,589 |
| | 98,589 |
| | 98,990 |
| | 98,990 |
|
| Notes payable | | 532,547 |
| | 564,904 |
| | 532,519 |
| | 541,918 |
|
The methods and assumptions used to estimate the fair value of financial instruments not carried at fair value on a recurring basis are summarized as follows:
Mortgage loans on real estate
Mortgage loan fair value estimates are generally based on discounted cash flows. A discount rate matrix is used where the discount rate valuing a specific mortgage generally corresponds to that mortgage’s remaining term and credit quality. Management believes the discount rate used is comparable to the credit, interest rate, term, servicing costs and risks of loans similar to the portfolio loans that the Company would make today given its internal pricing strategy. The estimated fair value was classified as Level 2.
Policy loans
Policy loans are funds provided to policyholders in return for a claim on the policy. The funds provided are limited to the cash surrender value of the underlying policy. The nature of policy loans is to have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of repayments, the Company believes the fair value of policy loans approximates their carrying value. The estimated fair value is classified as Level 2.
Limited partnership interests
Limited partnership interests, accounted for using the cost method, represent the Company’s minor ownership interests in pooled investment funds. These funds employ varying investment strategies that principally make private equity investments across diverse industries and geographical focuses. The estimated fair value was determined using the partnership financial statement reported capital account or net asset value adjusted for other relevant information which may impact the exit value of the investments. 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 1 to 10 years. The estimated fair value was classified as Level 3.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
Other investments
Other investments primarily include real estate held for investment. The estimated fair value for real estate is based on the unadjusted annual appraised value which includes factors such as comparable property sales, property income analysis, and capitalization rates. The estimated fair value was classified as Level 2.
Annuity contract benefits without life contingencies
The estimated fair value of annuity contract benefits without life contingencies is estimated by discounting the projected expected cash flows to the maturity of the contracts utilizing risk-free spot interest rates plus a provision for the Company’s credit risk. The estimated fair value was classified as Level 2.
Policyholders’ funds
The carrying amount of policyholders’ funds approximates the fair value since the Company can change the interest credited rates with 30 days notice. The estimated fair value was classified as Level 2.
Commercial paper
The amortized cost of commercial paper is a reasonable estimate of fair value due to its short-term nature and the high credit quality of the obligor. The estimated fair value was classified as Level 2.
Notes payable
The estimated fair value of the notes payable to GWL&A Financial is based upon quoted market prices from independent pricing services of securities with characteristics similar to those of the notes payable. The estimated fair value was classified as Level 2.
9. Minimum Guarantees
The Company calculates additional reserve liabilities for GMDB. The following assumptions and methodology were used to determine GMDB additional reserves at December 31, 2014 and 2013.
|
| | |
| Area | | Assumptions/Basis for Assumptions |
| Data Used | | Based on 1,050 investment performance scenarios |
| Mean Investment Performance | | Investment performance modeled in 3 classes:
Regular Equity - 10%
Aggressive Equity - 12%
Fixed, Bond, Money Market Fund: level 3% |
| Volatility | | Volatility modeled in 3 classes:
Regular Equity - 23%
Aggressive Equity - 33%
Fixed, Bond, Money Market Fund: None |
| Mortality | | Based on the 1994 VA MGDB Mortality Table |
| Lapse Rates | | Lapse Rates vary by duration and surrender charge |
| Discount Rates | | 5% |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The separate account liabilities subject to the requirements for additional reserve liabilities for GMDB, net amount at risk, net of reinsurance, and the weighted average attained age of contract owners for GMDB at December 31, 2014 and 2013, were as follows:
|
| | | | |
| | | GMDB |
| December 31, 2014 | | |
| Separate account liability | | $ | 60,388 |
|
| Net amount at risk, net of reinsurance | | $ | 30,095 |
|
| Weighted average attained age | | 69 |
|
| | | |
| December 31, 2013 | | |
| Separate account liability | | $ | 61,140 |
|
| Net amount at risk, net of reinsurance | | $ | 32,032 |
|
| Weighted average attained age | | 69 |
|
The paid and incurred amounts for GMDB for the years ended December 31, 2014, 2013 and 2012 were as follows:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Additional liability balance: | | | | | | |
| Balances, January 1, | | $ | 5,993 |
| | $ | 6,928 |
| | $ | 7,954 |
|
| Incurred guaranteed benefits | | 305 |
| | (135 | ) | | (613 | ) |
| Paid guaranteed benefits | | (732 | ) | | (800 | ) | | (413 | ) |
| Balances, December 31, | | $ | 5,566 |
| | $ | 5,993 |
| | $ | 6,928 |
|
The aggregate fair value of equity securities supporting separate accounts with GMDB were $60,368 and $61,137 at December 31, 2014 and 2013, respectively.
10. Reinsurance
In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage, quota share, yearly renewable term, coinsurance and modified coinsurance contracts. The Company retains an initial maximum of $3,500 of coverage per individual life. This initial retention limit of $3,500 may increase due to automatic policy increases in coverage at a maximum rate of $175 per annum, with an overall maximum increase in coverage of $1,000.
Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders. The failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At December 31, 2014 and 2013, the reinsurance receivables had carrying values in the amounts of $611,270 and $588,533, respectively. Included in these amounts are $529,921 and $502,471 at December 31, 2014 and 2013, respectively, associated with reinsurance agreements with a related party. At December 31, 2014 and 2013, 87% and 85%, respectively, of the total reinsurance receivable was due from CLAC, a related party.
The Company assumes risk from approximately 40 insurers and reinsurers by participating in yearly renewable term and coinsurance pool agreements. When assuming risk, the Company seeks to generate revenue while maintaining reciprocal working relationships with these partners as they also seek to limit their exposure to loss on any single life.
Maximum capacity to be retained by the Company is dictated at the treaty level and is monitored annually to ensure the total risk retained on any one life is limited to a maximum retention of $4,500.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2014:
|
| | | | | | | | | | | | |
| | | Life insurance in-force |
| | | Individual | | Group | | Total |
| Written and earned direct | | $ | 52,836,475 |
| | $ | 41,268,214 |
| | $ | 94,104,689 |
|
| Reinsurance ceded | | (9,773,885 | ) | | — |
| | (9,773,885 | ) |
| Reinsurance assumed | | 61,911,865 |
| | — |
| | 61,911,865 |
|
| Net | | $ | 104,974,455 |
| | $ | 41,268,214 |
| | $ | 146,242,669 |
|
| Percentage of amount assumed to net | | 59 | % | | — | % | | 42 | % |
|
| | | | | | | | | | | | |
| | | Premium income |
| | | Life insurance | | Annuities | | Total |
| Written and earned direct | | $ | 360,959 |
| | $ | 1,255 |
| | $ | 362,214 |
|
| Reinsurance ceded | | (45,925 | ) | | (95 | ) | | (46,020 | ) |
| Reinsurance assumed | | 130,201 |
| | — |
| | 130,201 |
|
| Net | | $ | 445,235 |
| | $ | 1,160 |
| | $ | 446,395 |
|
The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2013:
|
| | | | | | | | | | | | |
| | | Life insurance in-force |
| | | Individual | | Group | | Total |
| Written and earned direct | | $ | 51,660,487 |
| | $ | 40,520,417 |
| | $ | 92,180,904 |
|
| Reinsurance ceded | | (9,512,583 | ) | | — |
| | (9,512,583 | ) |
| Reinsurance assumed | | 66,209,732 |
| | — |
| | 66,209,732 |
|
| Net | | $ | 108,357,636 |
| | $ | 40,520,417 |
| | $ | 148,878,053 |
|
| Percentage of amount assumed to net | | 61 | % | | — | % | | 44 | % |
|
| | | | | | | | | | | | |
| | | Premium income |
| | | Life insurance | | Annuities | | Total |
| Written and earned direct | | $ | 315,100 |
| | $ | 4,000 |
| | $ | 319,100 |
|
| Reinsurance ceded | | (1,338 | ) | | (88 | ) | | (1,426 | ) |
| Reinsurance assumed | | 146,419 |
| | — |
| | 146,419 |
|
| Net | | $ | 460,181 |
| | $ | 3,912 |
| | $ | 464,093 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table summarizes total premium income for the year ended December 31, 2012:
|
| | | | | | | | | | | | |
| | | Premium income |
| | | Life insurance | | Annuities | | Total |
| Written and earned direct | | $ | 323,236 |
| | $ | 3,712 |
| | $ | 326,948 |
|
| Reinsurance ceded | | (53,950 | ) | | 3,648 |
| | (50,302 | ) |
| Reinsurance assumed | | 145,507 |
| | — |
| | 145,507 |
|
| Net | | $ | 414,793 |
| | $ | 7,360 |
| | $ | 422,153 |
|
Reinsurance recoveries for life and other policy benefits were $23,965, $34,716 and $46,492 for the years ended December 31, 2014, 2013 and 2012, respectively.
11. Deferred Acquisition Costs and Value of Business Acquired
The following table summarizes activity in DAC and VOBA:
|
| | | | | | | | | | | | |
| | | DAC | | VOBA | | Total |
| Balances, January 1, 2012 | | $ | 177,781 |
| | $ | 42,052 |
| | $ | 219,833 |
|
| Capitalized additions | | 94,826 |
| | — |
| | 94,826 |
|
| Amortization and writedowns | | (51,434 | ) | | (9,045 | ) | | (60,479 | ) |
| Unrealized investment (gains) losses | | (48,757 | ) | | (962 | ) | | (49,719 | ) |
| Balances, December 31, 2012 | | 172,416 |
| | 32,045 |
| | 204,461 |
|
| Correction to Balance, January 1, 2013 | | 45,058 |
| | — |
| | 45,058 |
|
| Capitalized additions | | 80,486 |
| | — |
| | 80,486 |
|
| Amortization and writedowns | | (55,490 | ) | | (4,155 | ) | | (59,645 | ) |
| Unrealized investment (gains) losses | | 71,601 |
| | 1,327 |
| | 72,928 |
|
| Balances, December 31, 2013 | | 314,071 |
| | 29,217 |
| | 343,288 |
|
| Capitalized additions | | 110,315 |
| | — |
| | 110,315 |
|
| Amortization and writedowns | | (41,045 | ) | | (3,801 | ) | | (44,846 | ) |
| Unrealized investment (gains) losses | | (29,933 | ) | | (130 | ) | | (30,063 | ) |
| Balances, December 31, 2014 | | $ | 353,408 |
| | $ | 25,286 |
| | $ | 378,694 |
|
The estimated future amortization of VOBA for the years ended December 31, 2015 through December 31, 2019 is approximately $3,900 per annum.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
12. Goodwill and Other Intangible Assets
The balance of goodwill, all of which is within the Retirement Services segment, is as follows:
|
| | | | | | | | |
| | | Goodwill |
| | | 2014 | | 2013 |
| Balances, January 1 | | $ | 105,255 |
| | $ | 105,255 |
|
Acquisitions (1) | | 32,428 |
| | — |
|
| Balances, December 31 | | $ | 137,683 |
| | $ | 105,255 |
|
(1) During 2014, the Company acquired goodwill of $32,428 from the acquisition of RPS. See Note 2 for additional discussion regarding the acquisition.
The following tables summarize other intangible assets, all of which are within the Retirement Services segment:
|
| | | | | | | | | | | | |
| | | December 31, 2014 |
| | | Gross carrying | | Accumulated | | |
| | | amount | | amortization | | Net book value |
Customer relationships (1) | | $ | 51,280 |
| | $ | (24,481 | ) | | $ | 26,799 |
|
Non-competition (1) | | 1,325 |
| | (209 | ) | | 1,116 |
|
| Total | | $ | 52,605 |
| | $ | (24,690 | ) | | $ | 27,915 |
|
|
| | | | | | | | | | | | |
| | | December 31, 2013 |
| | | Gross carrying | | Accumulated | | |
| | | amount | | amortization | | Net book value |
| Customer relationships | | $ | 36,314 |
| | $ | (21,159 | ) | | $ | 15,155 |
|
(1) During 2014, the Company acquired $14,966 and $1,325 of customer relationship and non-competition intangible assets, respectively, from the acquisition of RPS. See Note 2 for additional discussion regarding the acquisition.
Amortization expense for other intangible assets included in general insurance expenses was $3,531, $3,094 and $3,606 for the years ended December 31, 2014, 2013 and 2012, respectively. Except for goodwill, the Company has no intangible assets with indefinite lives. The Company did not incur costs to renew or extend the term of acquired intangible assets during the year ended December 31, 2014.
The estimated future amortization of other intangible assets using current assumptions, which are subject to change, for the years ended December 31, 2015 through December 31, 2019 is approximately $3,200 per annum.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
13. Commercial Paper
The Company maintains a commercial paper program that is partially supported by a $50,000 corporate credit facility.
The following table provides information regarding the Company’s commercial paper program:
|
| | | | |
| | | December 31, |
| | | 2014 | | 2013 |
| Face value | | $98,589 | | $98,990 |
| | | | | |
| Carrying value | | 98,589 | | 98,990 |
| Effective interest rate | | 0.2% | | 0.2% - 0.3% |
| Maturity range (days) | | 7 - 27 | | 2 - 22 |
14. Stockholder’s Equity and Dividend Restrictions
At December 31, 2014 and 2013, the Company had 50,000,000 shares of $1 par value preferred stock authorized, none of which was issued or outstanding at either date. In addition, the Company has 50,000,000 shares of $1 par value common stock authorized, 7,032,000 of which were issued and outstanding at both December 31, 2014 and 2013.
The Company’s net income and capital and surplus, as determined in accordance with statutory accounting principles and practices as prescribed by the National Association of Insurance Commissioners (“NAIC”), is as follows:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | | December 31, |
| | | 2014 | | 2013 | | 2012 | | | 2014 | | 2013 |
| Net income | | $ | 134,091 |
| | $ | 175,292 |
| | $ | 147,741 |
| Capital and surplus | | $ | 1,000,938 |
| | $ | 1,200,609 |
|
Regulatory compliance is determined by a ratio of a company’s total adjusted capital (“TAC”) to its authorized control level risk-based capital (“ACL”), as determined in accordance with statutory accounting principles and practices as prescribed by the NAIC. Companies below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action. The minimum level of TAC before corrective action commences is 200% of ACL. The Company’s risk-based capital ratio was in excess of the required amount as of December 31, 2014.
Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below. During the years ended December 31, 2014, 2013 and 2012, the Company paid dividends in the amounts of $316,401, $102,436 and $184,401, respectively, to its parent company, GWL&A Financial.
As an insurance company domiciled in the State of Colorado, the Company is required to maintain a minimum of $2,000 of capital and surplus. In addition, the maximum amount of dividends which can be paid to stockholders by insurance companies domiciled in the State of Colorado, without prior approval of the Insurance Commissioner, is subject to restrictions relating to statutory capital and surplus and statutory net gain from operations. As filed with the Colorado Division of Insurance, the statutory capital and surplus and net gain from operations at and for the year ended December 31, 2014 were $1,000,938 and $209,163, respectively. Based on the as filed amounts, the Company may pay an amount less than $209,163 of dividends during the year ended December 31, 2015 without the prior approval of the Colorado Insurance Commissioner. Prior to any payments of dividends, the Company seeks approval from the Colorado Insurance Commissioner.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
15. Other Comprehensive Income
The following tables present the accumulated balances for each classification of other comprehensive income (loss):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2014 |
| | | Unrealized holding gains / losses arising on
fixed maturities, available-for-sale | | Unrealized holding gains / losses arising on cash flow hedged | | Future policy benefits, DAC and VOBA adjustments | | Employee benefit plan adjustment | | Total |
| Balances, January 1, 2014 | | $ | 434,023 |
| | $ | 25,517 |
| | $ | (70,000 | ) | | $ | (43,786 | ) | | $ | 345,754 |
|
| Other comprehensive income (loss) before reclassifications | | 381,198 |
| | 13,089 |
| | (38,194 | ) | | (67,380 | ) | | 288,713 |
|
| Amounts reclassified from AOCI | | (31,038 | ) | | (5,465 | ) | | — |
| | 5,054 |
| | (31,449 | ) |
| Net current period other comprehensive income (loss) | | 350,160 |
| | 7,624 |
| | (38,194 | ) | | (62,326 | ) | | 257,264 |
|
| Balances, December 31, 2014 | | $ | 784,183 |
| | $ | 33,141 |
| | $ | (108,194 | ) | | $ | (106,112 | ) | | $ | 603,018 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2013 |
| | | Unrealized holding gains / losses arising on
fixed maturities, available-for-sale | | Unrealized holding gains / losses arising on cash flow hedged | | Future policy benefits, DAC and VOBA adjustments | | Employee benefit plan adjustment | | Total |
| Balances, January 1, 2013 | | $ | 927,678 |
| | $ | 24,962 |
| | $ | (194,147 | ) | | $ | (122,794 | ) | | $ | 635,699 |
|
| Other comprehensive income (loss) before reclassifications | �� | (467,178 | ) | | 2,016 |
| | 124,147 |
| | 68,422 |
| | (272,593 | ) |
| Amounts reclassified from AOCI | | (26,477 | ) | | (1,461 | ) | | — |
| | 10,586 |
| | (17,352 | ) |
| Net current period other comprehensive income (loss) | | (493,655 | ) | | 555 |
| | 124,147 |
| | 79,008 |
| | (289,945 | ) |
| Balances, December 31, 2013 | | $ | 434,023 |
| | $ | 25,517 |
| | $ | (70,000 | ) | | $ | (43,786 | ) | | $ | 345,754 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2012 |
| | | Unrealized holding gains / losses arising on
fixed maturities, available-for-sale | | Unrealized holding gains / losses arising on cash flow hedged | | Future policy benefits, DAC and VOBA adjustments | | Employee benefit plan adjustment | | Total |
| Balances, January 1, 2012 | | $ | 646,805 |
| | $ | 41,003 |
| | $ | (139,655 | ) | | $ | (78,171 | ) | | $ | 469,982 |
|
| Other comprehensive income (loss) before reclassifications | | 347,118 |
| | (12,273 | ) | | (54,492 | ) | | (50,771 | ) | | 229,582 |
|
| Amounts reclassified from AOCI | | (66,245 | ) | | (3,768 | ) | | — |
| | 6,148 |
| | (63,865 | ) |
| Net current period other comprehensive income (loss) | | 280,873 |
| | (16,041 | ) | | (54,492 | ) | | (44,623 | ) | | 165,717 |
|
| Balances, December 31, 2012 | | $ | 927,678 |
| | $ | 24,962 |
| | $ | (194,147 | ) | | $ | (122,794 | ) | | $ | 635,699 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following tables present the composition of other comprehensive income (loss):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, 2014 |
| | | Before-tax | | Tax (expense) | | Net-of-tax |
| | | amount | | benefit | | amount |
| Unrealized holding gains (losses) arising on fixed maturities, available-for-sale | | $ | 586,458 |
| | $ | (205,260 | ) | | $ | 381,198 |
|
| Unrealized holding gains (losses) arising on cash flow hedges | | 20,137 |
| | (7,048 | ) | | 13,089 |
|
| Reclassification adjustment for (gains) losses realized in net income | | (56,159 | ) | | 19,656 |
| | (36,503 | ) |
| Net unrealized gains (losses) related to investments | | 550,436 |
| | (192,652 | ) | | 357,784 |
|
| Future policy benefits, DAC and VOBA adjustments | | (58,760 | ) | | 20,566 |
| | (38,194 | ) |
| Net unrealized gains (losses) | | 491,676 |
| | (172,086 | ) | | 319,590 |
|
| Employee benefit plan adjustment | | (95,886 | ) | | 33,560 |
| | (62,326 | ) |
| Other comprehensive income (loss) | | $ | 395,790 |
| | $ | (138,526 | ) | | $ | 257,264 |
|
|
| | | | | | | | | | | | |
| | | Year Ended December 31, 2013 |
| | | Before-tax | | Tax (expense) | | Net-of-tax |
| | | amount | | benefit | | amount |
| Unrealized holding gains (losses) arising on fixed maturities, available-for-sale | | $ | (718,735 | ) | | $ | 251,557 |
| | $ | (467,178 | ) |
| Unrealized holding gains (losses) arising on cash flow hedges | | 3,102 |
| | (1,086 | ) | | 2,016 |
|
| Reclassification adjustment for (gains) losses realized in net income | | (42,982 | ) | | 15,044 |
| | (27,938 | ) |
| Net unrealized gains (losses) related to investments | | (758,615 | ) | | 265,515 |
| | (493,100 | ) |
| Future policy benefits, DAC and VOBA adjustments | | 190,995 |
| | (66,848 | ) | | 124,147 |
|
| Net unrealized gains (losses) | | (567,620 | ) | | 198,667 |
| | (368,953 | ) |
| Employee benefit plan adjustment | | 121,551 |
| | (42,543 | ) | | 79,008 |
|
| Other comprehensive income (loss) | | $ | (446,069 | ) | | $ | 156,124 |
| | $ | (289,945 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, 2012 |
| | | Before-tax | | Tax (expense) | | Net-of-tax |
| | | amount | | benefit | | amount |
| Unrealized holding gains (losses) arising on fixed maturities, available-for-sale | | $ | 534,028 |
| | $ | (186,910 | ) | | $ | 347,118 |
|
| Unrealized holding gains (losses) arising on cash flow hedges | | (18,881 | ) | | 6,608 |
| | (12,273 | ) |
| Reclassification adjustment for (gains) losses realized in net income | | (107,713 | ) | | 37,700 |
| | (70,013 | ) |
| Net unrealized gains (losses) related to investments | | 407,434 |
| | (142,602 | ) | | 264,832 |
|
| Future policy benefits, DAC and VOBA adjustments | | (83,835 | ) | | 29,343 |
| | (54,492 | ) |
| Net unrealized gains (losses) | | 323,599 |
| | (113,259 | ) | | 210,340 |
|
| Employee benefit plan adjustment | | (68,650 | ) | | 24,027 |
| | (44,623 | ) |
| Other comprehensive income (loss) | | $ | 254,949 |
| | $ | (89,232 | ) | | $ | 165,717 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table presents the reclassifications out of accumulated other comprehensive income (loss):
|
| | | | | | | | | | |
| | | Year Ended December 31, | | |
| | | 2014 | | 2013 | | |
| Details about accumulated other comprehensive income (loss) components | | Amount reclassified from accumulated other comprehensive income (loss) | | Affected line item in the statement where net income is presented |
| Unrealized holdings (gains) losses arising on fixed maturities, available-for-sale | | $ | (47,751 | ) | | $ | (40,734 | ) | | Other realized investment (gains) losses, net |
| | | (47,751 | ) | | (40,734 | ) | | Total before tax |
| | | (16,713 | ) | | (14,257 | ) | | Tax expense or benefit |
| | | (31,038 | ) | | (26,477 | ) | | Net of tax |
| | | | | | | |
| Unrealized holdings (gains) losses arising on cash flow hedges | | (8,408 | ) | | (2,248 | ) | | Net investment income |
| | | (8,408 | ) | | (2,248 | ) | | Total before tax |
| | | (2,943 | ) | | (787 | ) | | Tax expense or benefit |
| | | (5,465 | ) | | (1,461 | ) | | Net of tax |
| | | | | | | |
| Amortization of employee benefit plan items | | | | | | |
| Prior service costs (benefits) | | 3,189 |
| (1) | (666 | ) | (1) | |
| Actuarial losses (gains) | | 2,730 |
| (1) | 16,952 |
| (1) | |
| Settlement | | 1,857 |
| (1) | — |
| (1) | |
| | | 7,776 |
| | 16,286 |
| | Total before tax |
| | | 2,722 |
| | 5,700 |
| | Tax expense or benefit |
| | | 5,054 |
| | 10,586 |
| | Net of tax |
| | | | | | | |
| Total reclassification for the period | | $ | (31,449 | ) | | $ | (17,352 | ) | | Net of tax |
(1) These accumulated other comprehensive income components are included in the computation of net periodic (benefit) cost of employee benefit plans (see Note 17 for additional details).
16. General Insurance Expenses
The following table summarizes the significant components of general insurance expenses:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Compensation | | $ | 406,601 |
| | $ | 359,280 |
| | $ | 335,212 |
|
| Commissions | | 210,797 |
| | 184,238 |
| | 180,529 |
|
| Other | | 163,593 |
| | 106,829 |
| | 80,908 |
|
| Total general insurance expenses | | $ | 780,991 |
| | $ | 650,347 |
| | $ | 596,649 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
17. Employee Benefit Plans
Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement Plans
The Company has a noncontributory Defined Benefit Pension Plan covering substantially all of its employees that were hired before January 1, 1999. Prior to December 31, 2012, the Company accounted for the Defined Benefit Pension Plan as the direct legal obligation of the Company and accounted for the corresponding plan obligations on its balance sheet and statements of income. Effective December 31, 2012, the Company transferred the sponsorship of the Defined Benefit Pension Plan to GWL&A Financial, the Company’s immediate parent. Despite the change in sponsorship of the Defined Benefit Pension Plan, the Company continues to account for the corresponding plan obligations on its balance sheet and statements of income.
Benefits for the Defined Benefit Pension Plan are based principally on an employee’s years of service and compensation levels near retirement. The Company’s policy for funding the Defined Benefit Pension Plans is to make annual contributions, which equal or exceed regulatory requirements.
The Company sponsors an unfunded Post-Retirement Medical Plan (the “Medical Plan”) that provides health benefits to retired employees who are not Medicare eligible. The Medical Plan is contributory and contains other cost sharing features which may be adjusted annually for the expected general inflation rate. The Company’s policy is to fund the cost of the Medical Plan benefits in amounts determined at the discretion of management.
The Company also provides Supplemental Executive Retirement Plans to certain key executives. These plans provide key executives with certain benefits upon retirement, disability or death based upon total compensation. The Company has purchased individual life insurance policies with respect to employees covered by these plans. The Company is the owner and beneficiary of the insurance contracts.
A December 31 measurement date is used for the employee benefit plans.
The following tables provide a reconciliation of the changes in the benefit obligations, fair value of plan assets and the underfunded status for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Defined Benefit Pension Plan | | Post-Retirement Medical Plan | | Supplemental Executive Retirement Plan | | Total |
| | | Year Ended December 31, | | Year Ended December 31, | | Year Ended December 31, | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 |
| Change in projected benefit obligation: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Benefit obligation, January 1 | | $ | 456,402 |
| | $ | 500,603 |
| | $ | 11,081 |
| | $ | 13,462 |
| | $ | 62,305 |
| | $ | 69,229 |
| | $ | 529,788 |
| | $ | 583,294 |
|
| Service cost | | 4,952 |
| | 5,527 |
| | 985 |
| | 947 |
| | 586 |
| | 1,002 |
| | 6,523 |
| | 7,476 |
|
| Interest cost | | 23,068 |
| | 20,897 |
| | 574 |
| | 512 |
| | 2,528 |
| | 2,548 |
| | 26,170 |
| | 23,957 |
|
| Actuarial (gain) loss | | 113,410 |
| | (57,051 | ) | | (2,092 | ) | | (3,221 | ) | | 3,376 |
| | (6,791 | ) | | 114,694 |
| | (67,063 | ) |
| Regular benefits paid | | (14,752 | ) | | (13,574 | ) | | (508 | ) | | (619 | ) | | (16,874 | ) | | (3,683 | ) | | (32,134 | ) | | (17,876 | ) |
| Amendment | | — |
| | — |
| | (569 | ) | | — |
| | 3,911 |
| | — |
| | 3,342 |
| | — |
|
| Acquisition | | — |
| | — |
| | 3,311 |
| | — |
| | — |
| | — |
| | 3,311 |
| | — |
|
| Benefit obligation, December 31 | | $ | 583,080 |
| | $ | 456,402 |
| | $ | 12,782 |
| | $ | 11,081 |
| | $ | 55,832 |
| | $ | 62,305 |
| | $ | 651,694 |
| | $ | 529,788 |
|
| Accumulated benefit obligation | | $ | 562,760 |
| | $ | 440,666 |
| | $ | 12,782 |
| | $ | 11,081 |
| | $ | 50,032 |
| | $ | 54,195 |
| | $ | 625,574 |
| | $ | 505,942 |
|
On August 29, 2014, the Company completed the acquisition of RPS. See Note 2 for additional discussion regarding the acquisition. Per the terms of the Purchase and Sale Agreement, the Company was required to give each RPS employee full credit for the employee’s service period with RPS prior to the closing date, for the purpose of eligibility to participate, vesting and level of benefits under the Post-Retirement Medical Plan. As a result, approximately 1,000 individuals became eligible participants of the Post-Retirement Medical Plan at the acquisition date. The acquisition resulted in a $3,311 increase before tax to other liabilities with an offsetting increase to goodwill.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
During 2014, one participant in the Supplemental Executive Retirement Plan received an enhancement to his benefit. The enhancement resulted in a $3,911 increase before tax to other liabilities with an offsetting increase to accumulated other comprehensive income.
During 2014, the Post-Retirement Medical Plan was amended to allow only one medical plan option to retirees.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Defined Benefit
Pension Plan | | Post-Retirement
Medical Plan | | Supplemental Executive
Retirement Plan | | Total |
| | | Year Ended December 31, | | Year Ended December 31, | | Year Ended December 31, | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 |
| Change in plan assets: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Value of plan assets, January 1 | | $ | 404,335 |
| | $ | 336,534 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 404,335 |
| | $ | 336,534 |
|
| Actual return on plan assets | | 43,662 |
| | 62,701 |
| | — |
| | — |
| | — |
| | — |
| | 43,662 |
| | 62,701 |
|
| Employer contributions | | 10,717 |
| | 18,674 |
| | 508 |
| | 619 |
| | 16,874 |
| | 3,683 |
| | 28,099 |
| | 22,976 |
|
| Benefits paid | | (14,752 | ) | | (13,574 | ) | | (508 | ) | | (619 | ) | | (16,874 | ) | | (3,683 | ) | | (32,134 | ) | | (17,876 | ) |
| Value of plan assets, December 31 | | $ | 443,962 |
| | $ | 404,335 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 443,962 |
| | $ | 404,335 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Defined Benefit
Pension Plan | | Post-Retirement
Medical Plan | | Supplemental Executive
Retirement Plan | | Total |
| | | December 31, | | December 31, | | December 31, | | December 31, |
| | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 |
| Under funded status at December 31 | | $ | (139,118 | ) | | $ | (52,067 | ) | | $ | (12,782 | ) | | $ | (11,081 | ) | | $ | (55,832 | ) | | $ | (62,305 | ) | | $ | (207,732 | ) | | $ | (125,453 | ) |
The following table presents amounts recognized in the consolidated balance sheets for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Defined Benefit
Pension Plan | | Post-Retirement
Medical Plan | | Supplemental Executive
Retirement Plan | | Total |
| | | December 31, | | December 31, | | December 31, | | December 31, |
| | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 |
| Amounts recognized in consolidated balance sheets: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Other liabilities | | $ | (139,118 | ) | | $ | (52,067 | ) | | $ | (12,782 | ) | | $ | (11,081 | ) | | $ | (55,832 | ) | | $ | (62,305 | ) | | $ | (207,732 | ) | | $ | (125,453 | ) |
| Accumulated other comprehensive income (loss) | | (165,652 | ) | | (69,564 | ) | | 14,390 |
| | 13,885 |
| | (11,990 | ) | | (11,687 | ) | | (163,252 | ) | | (67,366 | ) |
The following table provides information regarding amounts in AOCI that have not yet been recognized as components of net periodic benefit cost at December 31, 2014:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Defined Benefit
Pension Plan | | Post-Retirement
Medical Plan | | Supplemental Executive
Retirement Plan | | Total |
| | | Gross | | Net of tax | | Gross | | Net of tax | | Gross | | Net of tax | | Gross | | Net of tax |
| Net gain (loss) | | $ | (165,639 | ) | | $ | (107,665 | ) | | $ | 10,686 |
| | $ | 6,946 |
| | $ | (8,856 | ) | | $ | (5,756 | ) | | $ | (163,809 | ) | | $ | (106,475 | ) |
| Net prior service (cost) credit | | (13 | ) | | (8 | ) | | 3,704 |
| | 2,408 |
| | (3,134 | ) | | (2,037 | ) | | 557 |
| | 363 |
|
| | | $ | (165,652 | ) | | $ | (107,673 | ) | | $ | 14,390 |
| | $ | 9,354 |
| | $ | (11,990 | ) | | $ | (7,793 | ) | | $ | (163,252 | ) | | $ | (106,112 | ) |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table provides information regarding amounts in AOCI that are expected to be recognized as components of net periodic benefit costs during the year ended December 31, 2015:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Defined Benefit
Pension Plan | | Post-Retirement
Medical Plan | | Supplemental Executive
Retirement Plan | | Total |
| | | Gross | | Net of tax | | Gross | | Net of tax | | Gross | | Net of tax | | Gross | | Net of tax |
| Net gain (loss) | | $ | (12,023 | ) | | $ | (7,815 | ) | | $ | 606 |
| | $ | 394 |
| | $ | (663 | ) | | $ | (431 | ) | | $ | (12,080 | ) | | $ | (7,852 | ) |
| Prior service (cost) credit | | (13 | ) | | (8 | ) | | 1,669 |
| | 1,085 |
| | (933 | ) | | (606 | ) | | 723 |
| | 471 |
|
| | | $ | (12,036 | ) | | $ | (7,823 | ) | | $ | 2,275 |
| | $ | 1,479 |
| | $ | (1,596 | ) | | $ | (1,037 | ) | | $ | (11,357 | ) | | $ | (7,381 | ) |
The expected benefit payments for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans for the years indicated are as follows:
|
| | | | | | | | | | | | |
| | | Defined Benefit Pension Plan | | Post-Retirement Medical Plan | | Supplemental Executive Retirement Plan |
| 2015 | | $ | 15,670 |
| | $ | 606 |
| | $ | 4,874 |
|
| 2016 | | 17,102 |
| | 547 |
| | 3,322 |
|
| 2017 | | 18,192 |
| | 556 |
| | 3,306 |
|
| 2018 | | 19,891 |
| | 569 |
| | 2,834 |
|
| 2019 | | 21,285 |
| | 625 |
| | 2,518 |
|
| 2020 through 2024 | | 135,763 |
| | 4,171 |
| | 15,883 |
|
Net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying consolidated statements of income includes the following components:
|
| | | | | | | | | | | | |
| | | Defined Benefit Pension Plan |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Components of net periodic cost: | | |
| | |
| | |
|
| Service cost | | $ | 4,952 |
| | $ | 5,527 |
| | $ | 4,350 |
|
| Interest cost | | 23,068 |
| | 20,897 |
| | 20,945 |
|
| Expected return on plan assets | | (29,288 | ) | | (24,499 | ) | | (21,797 | ) |
| Amortization of unrecognized prior service cost | | 51 |
| | 51 |
| | 51 |
|
| Amortization of loss from earlier periods | | 2,898 |
| | 16,001 |
| | 9,941 |
|
| Net periodic cost | | $ | 1,681 |
| | $ | 17,977 |
| | $ | 13,490 |
|
|
| | | | | | | | | | | | |
| | | Post-Retirement Medical Plan |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Components of net periodic benefit: | | |
| | |
| | |
|
| Service cost | | $ | 985 |
| | $ | 947 |
| | $ | 817 |
|
| Interest cost | | 574 |
| | 512 |
| | 569 |
|
| Amortization of unrecognized prior service benefit | | (1,706 | ) | | (1,650 | ) | | (1,650 | ) |
| Amortization of gain from earlier periods | | (450 | ) | | (348 | ) | | (455 | ) |
| Net periodic benefit | | $ | (597 | ) | | $ | (539 | ) | | $ | (719 | ) |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
|
| | | | | | | | | | | | |
| | | Supplemental Executive Retirement Plan |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Components of net periodic cost: | | |
| | |
| | |
|
| Service cost | | $ | 586 |
| | $ | 1,002 |
| | $ | 991 |
|
| Interest cost | | 2,528 |
| | 2,548 |
| | 2,912 |
|
| Amortization of unrecognized prior service cost | | 4,844 |
| | 933 |
| | 934 |
|
| Amortization of loss from earlier periods | | 282 |
| | 1,299 |
| | 637 |
|
| Settlement | | 1,857 |
| | — |
| | — |
|
| Net periodic cost | | $ | 10,097 |
| | $ | 5,782 |
| | $ | 5,474 |
|
On August 1, 2014, the Company made a lump-sum benefit payment from the Supplemental Executive Retirement Plan. The lump-sum distribution resulted in the settlement of 21% of the Supplemental Executive Retirement Plan’s projected benefit obligation and exceeded the total of the projected service cost and interest cost for the plan year. In connection with this settlement during the third quarter of 2014, the Company reclassified a $1,857 loss before tax to earnings from accumulated other comprehensive income. The lump-sum benefit payment also resulted in the recognition of $3,911 of prior service costs within earnings from accumulated other comprehensive income.
The following tables present the assumptions used in determining benefit obligations of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans:
|
| | | | | | |
| | | Defined Benefit Pension Plan |
| | | December 31, |
| | | 2014 | | 2013 |
| Discount rate | | 4.17 | % | | 5.11 | % |
| Rate of compensation increase | | 4.47 | % | | 4.47 | % |
|
| | | | | | |
| | | Post-Retirement Medical Plan |
| | | December 31, |
| | | 2014 | | 2013 |
| Discount rate | | 3.94 | % | | 4.83 | % |
| Initial health care cost trend | | 6.50 | % | | 7.00 | % |
| Ultimate health care cost trend | | 5.00 | % | | 5.00 | % |
| Year ultimate trend is reached | | 2018 |
| | 2018 |
|
|
| | | | | | |
| | | Supplemental Executive Retirement Plan |
| | | December 31, |
| | | 2014 | | 2013 |
| Discount rate | | 3.99 | % | | 4.61 | % |
| Rate of compensation increase | | 4.00 | % | | 4.00 | % |
During 2014, the Company adopted the Society of Actuaries 2014 Mortality Tables Report (RP-2014) and Mortality Improvement Scale (MP-2014), which adjusted the mortality assumptions used to measure retirement plan obligations. The updated mortality assumptions reflect increasing life expectancies in the United States, reflecting an increase to the Company’s benefit obligations of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans. Future expenses of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans are also expected to increase due to the new mortality assumptions.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following tables present the assumptions used in determining the net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans:
|
| | | | | | |
| | | Defined Benefit Pension Plan |
| | | Year Ended December 31, |
| | | 2014 | | 2013 |
| Discount rate | | 5.11 | % | | 4.19 | % |
| Expected return on plan assets | | 7.25 | % | | 7.25 | % |
| Rate of compensation increase | | 4.47 | % | | 3.14 | % |
|
| | | | | | |
| | | Post-Retirement Medical Plan |
| | | Year Ended December 31, |
| | | 2014 | | 2013 |
| Discount rate | | 4.83 | % | | 3.74 | % |
| Initial health care cost trend | | 7.00 | % | | 7.50 | % |
| Ultimate health care cost trend | | 5.00 | % | | 5.25 | % |
| Year ultimate trend is reached | | 2018 |
| | 2018 |
|
|
| | | | | | |
| | | Supplemental Executive Retirement Plan |
| | | Year Ended December 31, |
| | | 2014 | | 2013 |
| Discount rate | | 4.61 | % | | 3.79 | % |
| Rate of compensation increase | | 4.00 | % | | 4.00 | % |
The discount rate has been set based on the rates of return on high-quality fixed-income investments currently available and expected to be available during the period the benefits will be paid. In particular, the yields on bonds rated AA or better on the measurement date have been used to set the discount rate.
The following table presents the impact on the Post-Retirement Medical Plan that a one-percentage-point change in assumed health care cost trend rates would have on the following:
|
| | | | | | | | |
| | | One percentage point increase | | One percentage
point decrease |
| Increase (decrease) on total service and interest cost on components | | $ | 254 |
| | $ | (212 | ) |
| Increase (decrease) on post-retirement benefit obligation | | 1,722 |
| | (1,467 | ) |
The following table presents how the Company’s Defined Benefit Pension Plan assets are invested:
|
| | | | | | |
| | | December 31, |
| | | 2014 | | 2013 |
| Equity securities | | 65 | % | | 63 | % |
| Debt securities | | 33 | % | | 34 | % |
| Other | | 2 | % | | 3 | % |
| Total | | 100 | % | | 100 | % |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following tables present information about the Defined Benefit Retirement Plan’s assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:
|
| | | | | | | | | | | | | | | | |
| | | Defined benefit plan assets measured at fair value on a recurring basis |
| | | December 31, 2014 |
| | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total |
| Common collective trust funds: | | |
| | |
| | |
| | |
|
| Equity index funds | | $ | — |
| | $ | 93,415 |
| | $ | — |
| | $ | 93,415 |
|
| Midcap index funds | | — |
| | 90,159 |
| | — |
| | 90,159 |
|
| World equity index funds | | — |
| | 8,759 |
| | — |
| | 8,759 |
|
| U.S. equity market funds | | — |
| | 93,911 |
| | — |
| | 93,911 |
|
| Total common collective trust funds | | — |
| | 286,244 |
| | — |
| | 286,244 |
|
| Fixed maturity investments: | | |
| | |
| | |
| | |
|
| U.S. government direct obligations and agencies | | — |
| | 9,308 |
| | — |
| | 9,308 |
|
| Obligations of U.S. states and their municipalities | | — |
| | 18,838 |
| | — |
| | 18,838 |
|
| Corporate debt securities | | — |
| | 107,125 |
| | — |
| | 107,125 |
|
| Asset-backed securities | | — |
| | 8,444 |
| | — |
| | 8,444 |
|
| Commercial mortgage-backed securities | | — |
| | 3,048 |
| | — |
| | 3,048 |
|
| Total fixed maturity investments | | — |
| | 146,763 |
| | — |
| | 146,763 |
|
| Preferred stock | | 310 |
| | — |
| | — |
| | 310 |
|
| Limited partnership investments | | — |
| | — |
| | 8,114 |
| | 8,114 |
|
| Money market funds | | 2,531 |
| | — |
| | — |
| | 2,531 |
|
| Total defined benefit plan assets | | $ | 2,841 |
| | $ | 433,007 |
| | $ | 8,114 |
| | $ | 443,962 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
|
| | | | | | | | | | | | | | | | |
| | | Defined benefit plan assets measured at fair value on a recurring basis |
| | | December 31, 2013 |
| | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total |
| Common collective trust funds: | | |
| | |
| | |
| | |
|
| Equity index funds | | $ | — |
| | $ | 82,440 |
| | $ | — |
| | $ | 82,440 |
|
| Midcap index funds | | — |
| | 82,674 |
| | — |
| | 82,674 |
|
| World equity index funds | | — |
| | 8,186 |
| | — |
| | 8,186 |
|
| U.S. equity market funds | | — |
| | 83,209 |
| | — |
| | 83,209 |
|
| Total common collective trust funds | | — |
| | 256,509 |
| | — |
| | 256,509 |
|
| Fixed maturity investments: | | |
| | |
| | |
| | |
|
| U.S. government direct obligations and agencies | | — |
| | 19,088 |
| | — |
| | 19,088 |
|
| Obligations of U.S. states and their municipalities | | — |
| | 14,973 |
| | — |
| | 14,973 |
|
| Corporate debt securities | | — |
| | 91,860 |
| | — |
| | 91,860 |
|
| Asset-backed securities | | — |
| | 7,902 |
| | — |
| | 7,902 |
|
| Commercial mortgage-backed securities | | — |
| | 2,647 |
| | — |
| | 2,647 |
|
| Total fixed maturity investments | | — |
| | 136,470 |
| | — |
| | 136,470 |
|
| Preferred stock | | 700 |
| | — |
| | — |
| | 700 |
|
| Limited partnership investments | | — |
| | — |
| | 7,557 |
| | 7,557 |
|
| Money market funds | | 3,099 |
| | — |
| | — |
| | 3,099 |
|
| Total defined benefit plan assets | | $ | 3,799 |
| | $ | 392,979 |
| | $ | 7,557 |
| | $ | 404,335 |
|
The following tables present additional information about assets of the Defined Benefit Retirement Plan measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
|
| | | | | | | | |
| | | Fair value measurements using significant unobservable inputs (Level 3) limited partnership interest |
| | | Year Ended December 31, |
| | | 2014 | | 2013 |
| Balance, January 1 | | $ | 7,557 |
| | $ | 6,485 |
|
| Actual return on plan assets | | 510 |
| | 853 |
|
| Purchases | | 656 |
| | 630 |
|
| Issuances | | (609 | ) | | (411 | ) |
| Balance, December 31 | | $ | 8,114 |
| | $ | 7,557 |
|
The investment objective of the Defined Benefit Pension Plan is to provide a risk-adjusted return that will ensure the payment of benefits while protecting against the risk of substantial investment losses. Correlations among the asset classes are used to identify an asset mix that the Company believes will provide the most attractive returns. Long-term return forecasts for each asset class using historical data and other qualitative considerations to adjust for projected economic forecasts are used to set the expected rate of return for the entire portfolio.
The Defined Benefit Pension Plan utilizes various investment securities. Generally, investment securities are exposed to various risks, such as interest rate risks, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur and that such changes could materially affect the amounts reported.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table presents the ranges the Company targets for the allocation of invested Defined Benefit Pension Plan assets at December 31, 2015:
|
| | | |
| | | December 31, 2015 |
| Equity securities | | 30 | % |
| Debt securities | | 52 | % |
| Other | | 18 | % |
| Total | | 100 | % |
Management estimates the value of these investments will be recoverable. The Company does not expect any plan assets to be returned to it during the year ended December 31, 2015. The Company expects to make payments of approximately $606 with respect to its Post-Retirement Medical Plan and $4,874 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2015.
Other employee benefit plans
The Company has an executive deferred compensation plan providing key executives with the opportunity to participate in an unfunded deferred compensation program. Under the program, participants may defer base compensation and bonuses and earn interest on the amounts deferred. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are reflected in other liabilities in the accompanying consolidated balance sheets, are $10,051 and $11,240 at December 31, 2014 and 2013, respectively. The participant deferrals earned interest at the average rates of 6.53% during the years ended December 31, 2014 and 2013. The interest rate is based on the Moody’s Average Annual Corporate Bond Index rate plus 0.45% for actively employed participants and fixed rates ranging from 4.67% to 5.37% for retired participants.
The Company offers an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals. Participants defer a portion of their compensation and realize potential market gains or losses on the invested contributions. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are included in other liabilities in the accompanying consolidated balance sheets, are $16,633 and $14,536 at December 31, 2014 and 2013, respectively.
The Company sponsors a qualified defined contribution benefit plan covering all employees. Under this plan, employees may contribute a percentage of their annual compensation to the plan up to certain maximums, as defined by the plan and by the Internal Revenue Service (“IRS”). Currently, the Company matches a percentage of employee contributions in cash. The Company recognized $8,479, $6,693 and $6,288 in expense related to this plan for the years ended December 31, 2014, 2013 and 2012, respectively.
18. Income Taxes
The provision for income taxes is comprised of the following:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Current | | $ | 80,859 |
| | $ | 82,878 |
| | $ | 89,934 |
|
| Deferred | | 75,044 |
| | (24,087 | ) | | 45,371 |
|
| Total income tax provision | | $ | 155,903 |
| | $ | 58,791 |
| | $ | 135,305 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective federal income tax rate:
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Statutory federal income tax rate | | 35.0 | % | | 35.0 | % | | 35.0 | % |
| Income tax effect of: | | |
| | |
| | |
|
| Investment income not subject to federal tax | | (1.8 | )% | | (4.6 | )% | | (2.3 | )% |
| Tax credits | | (0.3 | )% | | (2.0 | )% | | (1.3 | )% |
| State income taxes, net of federal benefit | | 1.0 | % | | 3.3 | % | | 1.2 | % |
| Income tax contingency provisions | | (1.2 | )% | | (0.4 | )% | | — | % |
| Other, net | | 0.2 | % | | — | % | | 3.6 | % |
| Effective federal income tax rate | | 32.9 | % | | 31.3 | % | | 36.2 | % |
A reconciliation of unrecognized tax benefits is as follows:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Balance, beginning of year | | $ | 21,154 |
| | $ | 25,850 |
| | $ | 32,123 |
|
| Additions to tax positions in the current year | | 13,931 |
| | — |
| | 6,230 |
|
| Additions to tax positions in the prior year | | — |
| | 1,497 |
| | 420 |
|
| Reductions to tax positions in the prior year | | — |
| | (180 | ) | | (10,219 | ) |
| Reductions to tax positions from statutes expiring | | (8,195 | ) | | (6,013 | ) | | (2,704 | ) |
| Balance, end of year | | $ | 26,890 |
| | $ | 21,154 |
| | $ | 25,850 |
|
Included in the unrecognized tax benefits of $26,890 at December 31, 2014 was $545 of tax benefits that, if recognized, would impact the annual effective tax rate. The Company anticipates additional increases in its unrecognized tax benefits of $6,000 to $7,000 in the next twelve months, primarily due to changes in the composition of the consolidated group.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in current income tax expense. The Company recognized approximately $(2,916), $(286) and $208 in interest and penalties related to the uncertain tax positions during the years ended December 31, 2014, 2013 and 2012, respectively. The Company had approximately $1,210 and $4,126 accrued for the payment of interest and penalties at December 31, 2014 and 2013, respectively.
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 2010 and prior. Tax years 2011 through 2013 are open to federal examination by the I.R.S. The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state or local audits.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. The tax effect of temporary differences, which give rise to the deferred tax assets and liabilities, is as follows:
|
| | | | | | | | | | | | | | | | |
| | | December 31, |
| | | 2014 | | 2013 |
| | | Deferred | | Deferred | | Deferred | | Deferred |
| | | tax asset | | tax liability | | tax asset | | tax liability |
| Policyholder reserves | | $ | — |
| | $ | 255,926 |
| | $ | — |
| | $ | 253,738 |
|
| Deferred acquisition costs | | 2,467 |
| | — |
| | 1,008 |
| | — |
|
| Investment assets | | — |
| | 426,477 |
| | — |
| | 203,363 |
|
| Policyholder dividends | | 10,002 |
| | — |
| | 11,479 |
| | — |
|
| Net operating loss carryforward | | 122,177 |
| | — |
| | 172,414 |
| | — |
|
| Pension plan accrued benefit liability | | 84,351 |
| | — |
| | 53,937 |
| | — |
|
| Goodwill | | — |
| | 26,022 |
| | — |
| | 25,563 |
|
| Experience rated refunds | | 13,431 |
| | — |
| | 5,509 |
| | — |
|
| Tax credits | | 149,516 |
| | — |
| | 131,052 |
| | — |
|
| Other | | 11,865 |
| | — |
| | 416 |
| | — |
|
| Total deferred taxes | | $ | 393,809 |
| | $ | 708,425 |
| | $ | 375,815 |
| | $ | 482,664 |
|
The deferred tax liability amounts presented for investment assets above include $381,838 and $209,434 related to the net unrealized losses (gains) on the Company’s investments, which are classified as available-for-sale at December 31, 2014 and 2013, respectively.
The Company, together with certain of its subsidiaries, and Lifeco U.S. have entered into an income tax allocation agreement whereby Lifeco U.S. files a consolidated federal income tax return. Under the agreement, these companies are responsible for and will receive the benefits of any income tax liability or benefit computed on a separate tax return basis.
The Company has federal net operating loss carry forwards generated by a subsidiary that is included in the Lifeco U.S. consolidated federal income tax return. As of December 31, 2014, the subsidiary had net operating loss carry forwards expiring as follows:
|
| | | | |
| Year | | Amount |
| 2021 | | $ | 51,677 |
|
| 2022 | | 136,796 |
|
| 2023 | | 81,693 |
|
| 2028 | | 3,390 |
|
| Total | | $ | 273,556 |
|
During the years ended December 31, 2014, 2013 and 2012, the Company generated $15,506, $25,013 and $30,965 of Guaranteed Federal Low Income Housing tax credit carryforwards, respectively. As of December 31, 2014, the total credit carryforward for Low Income Housing is $140,055. These credits will begin to expire in 2030.
Included in due from parent and affiliates at December 31, 2014 and 2013 is $13,400 and $65,186, respectively, of income taxes receivable primarily from Lifeco U.S. related to the consolidated income tax return filed by the Company and certain subsidiaries.
Included in the consolidated balance sheets at December 31, 2014 and 2013 is $7,176 and $7,736, respectively, of income taxes receivable in other assets primarily related to the separate state income tax returns filed by certain subsidiaries.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
19. Segment Information
The Chief Operating Decision Maker (“CODM”) of the Company is also the Chief Executive Officer (“CEO”) of 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. 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, Retirement Services and Other.
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.
Retirement Services
The Retirement Services 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 GWSC and 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.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following tables summarize segment financial information:
|
| | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2014 |
| | | Individual | | Retirement | | | | |
| | | Markets | | Services | | Other | | Total |
| Revenue: | | |
| | |
| | |
| | |
|
| Premium income | | $ | 360,305 |
| | $ | 1,215 |
| | $ | 84,875 |
| | $ | 446,395 |
|
| Fee income | | 95,631 |
| | 629,533 |
| | 4,015 |
| | 729,179 |
|
| Other revenue | | — |
| | 7,506 |
| | — |
| | 7,506 |
|
| Net investment income | | 748,015 |
| | 426,340 |
| | 54,033 |
| | 1,228,388 |
|
| Realized investments gains (losses), net | | 44,381 |
| | 102,597 |
| | 393 |
| | 147,371 |
|
| Total revenues | | 1,248,332 |
| | 1,167,191 |
| | 143,316 |
| | 2,558,839 |
|
| Benefits and expenses: | | |
| | |
| | |
| | |
|
| Policyholder benefits | | 902,982 |
| | 206,339 |
| | 113,124 |
| | 1,222,445 |
|
| Operating expenses | | 136,850 |
| | 647,165 |
| | 79,107 |
| | 863,122 |
|
| Total benefits and expenses | | 1,039,832 |
| | 853,504 |
| | 192,231 |
| | 2,085,567 |
|
| Income (loss) before income taxes | | 208,500 |
| | 313,687 |
| | (48,915 | ) | | 473,272 |
|
| Income tax expense (benefit) | | 68,719 |
| | 104,162 |
| | (16,978 | ) | | 155,903 |
|
| Net income (loss) | | $ | 139,781 |
| | $ | 209,525 |
| | $ | (31,937 | ) | | $ | 317,369 |
|
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2014 |
| | | Individual | | Retirement | | | | |
| | | Markets | | Services | | Other | | Total |
| Assets: | | |
| | |
| | |
| | |
|
| Investments | | $ | 15,928,591 |
| | $ | 10,621,831 |
| | $ | 1,772,821 |
| | $ | 28,323,243 |
|
| Other assets | | 1,283,256 |
| | 855,728 |
| | 142,824 |
| | 2,281,808 |
|
| Separate account assets | | 7,247,463 |
| | 20,471,381 |
| | — |
| | 27,718,844 |
|
| Assets of continuing operations | | $ | 24,459,310 |
| | $ | 31,948,940 |
| | $ | 1,915,645 |
| | 58,323,895 |
|
| Assets of discontinued operations | | |
| | |
| | |
| | 24,324 |
|
| Total assets | | |
| | |
| | |
| | $ | 58,348,219 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
|
| | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2013 |
| | | Individual | | Retirement | | | | |
| | | Markets | | Services | | Other | | Total |
| Revenue: | | |
| | |
| | |
| | |
|
| Premium income | | $ | 354,202 |
| | $ | 3,954 |
| | $ | 105,937 |
| | $ | 464,093 |
|
| Fee income | | 94,037 |
| | 519,842 |
| | 4,365 |
| | 618,244 |
|
| Other revenue | | 7,355 |
| | — |
| | — |
| | 7,355 |
|
| Net investment income | | 688,279 |
| | 351,729 |
| | 51,381 |
| | 1,091,389 |
|
| Realized investments gains (losses), net | | 19,071 |
| | (33,233 | ) | | 26 |
| | (14,136 | ) |
| Total revenues | | 1,162,944 |
| | 842,292 |
| | 161,709 |
| | 2,166,945 |
|
| Benefits and expenses: | | |
| | |
| | |
| | |
|
| Policyholder benefits | | 921,096 |
| | 196,115 |
| | 114,880 |
| | 1,232,091 |
|
| Operating expenses | | 142,141 |
| | 538,209 |
| | 66,971 |
| | 747,321 |
|
| Total benefits and expenses | | 1,063,237 |
| | 734,324 |
| | 181,851 |
| | 1,979,412 |
|
| Income (loss) before income taxes | | 99,707 |
| | 107,968 |
| | (20,142 | ) | | 187,533 |
|
| Income tax expense (benefit) | | 34,265 |
| | 33,240 |
| | (8,714 | ) | | 58,791 |
|
| Net income (loss) | | $ | 65,442 |
| | $ | 74,728 |
| | $ | (11,428 | ) | | $ | 128,742 |
|
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2013 |
| | | Individual | | Retirement | | | | |
| | | Markets | | Services | | Other | | Total |
| Assets: | | |
| | |
| | |
| | |
|
| Investments | | $ | 14,563,978 |
| | $ | 10,370,421 |
| | $ | 1,582,024 |
| | $ | 26,516,423 |
|
| Other assets | | 1,179,332 |
| | 839,755 |
| | 128,106 |
| | 2,147,193 |
|
| Separate account assets | | 6,321,135 |
| | 20,309,769 |
| | — |
| | 26,630,904 |
|
| Assets of continuing operations | | $ | 22,064,445 |
| | $ | 31,519,945 |
| | $ | 1,710,130 |
| | 55,294,520 |
|
| Assets of discontinued operations | | |
| | |
| | |
| | 29,007 |
|
| Total assets | | |
| | |
| | |
| | $ | 55,323,527 |
|
|
| | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2012 |
| | | Individual | | Retirement | | | | |
| | | Markets | | Services | | Other | | Total |
| Revenue: | | |
| | |
| | |
| | |
|
| Premium income | | $ | 314,350 |
| | $ | 3,670 |
| | $ | 104,133 |
| | $ | 422,153 |
|
| Fee income | | 74,985 |
| | 456,052 |
| | 4,786 |
| | 535,823 |
|
| Net investment income | | 729,885 |
| | 414,114 |
| | 47,552 |
| | 1,191,551 |
|
| Realized investments gains (losses), net | | 55,959 |
| | 60,726 |
| | 32 |
| | 116,717 |
|
| Total revenues | | 1,175,179 |
| | 934,562 |
| | 156,503 |
| | 2,266,244 |
|
| Benefits and expenses: | | |
| | |
| | |
| | |
|
| Policyholder benefits | | 882,726 |
| | 204,296 |
| | 111,288 |
| | 1,198,310 |
|
| Operating expenses | | 136,895 |
| | 492,427 |
| | 65,193 |
| | 694,515 |
|
| Total benefits and expenses | | 1,019,621 |
| | 696,723 |
| | 176,481 |
| | 1,892,825 |
|
| Income (loss) before income taxes | | 155,558 |
| | 237,839 |
| | (19,978 | ) | | 373,419 |
|
| Income tax expense | | 50,869 |
| | 78,150 |
| | 6,286 |
| | 135,305 |
|
| Net income (loss) | | $ | 104,689 |
| | $ | 159,689 |
| | $ | (26,264 | ) | | $ | 238,114 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
20. Share-Based Compensation
Equity Awards
Lifeco, of which the Company is an indirect wholly-owned subsidiary, maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. Options are granted with exercise prices not less than the average market price of the shares on the five days preceding the date of the grant. The Lifeco plan provides for the granting of options with varying terms and vesting requirements with vesting commencing on the first anniversary of the grant, exercisable within 10 years from the date of grant.
Termination of employment prior to the vesting of the options results in the forfeiture of the unvested options, unless otherwise determined by Lifeco’s Compensation Committee. At its discretion the Compensation Committee may vest the unvested options of retiring option holders, with the options exercisable within five years from the date of retirement. In such event, the Company accelerates the recognition period to the date of retirement for any unrecognized share-based compensation cost related thereto and recognizes it in its earnings at that time.
Liability Awards
The Company maintains a Performance Share Unit Plan (“PSU plan”) for senior executives of the Company. Under the PSU plan, “performance share units” are granted to certain senior executives of the Company. Each performance unit has a value equal to one share of Lifeco common stock and is subject to adjustment for cash dividends paid to Lifeco stockholders, Company earnings results as well as stock dividends and splits, consolidations and the like that affect shares of Lifeco common stock outstanding.
If the performance share units vest, they are payable in cash equal to the average closing price of Lifeco common stock for the 20 trading days prior to the date following the last day of the three-year performance period. The estimated fair value of the performance unit is based on the average closing price of Lifeco common stock for the twenty trading days prior to the grant. The performance share units generally vest in their entirety at the end of the three years performance period based on continued service. The PSU plan contains a provision that permits all unvested performance share units to become vested upon death or retirement.
Performance share units are settled in cash and are recorded as liabilities until payout is made. Unlike share-settled awards, which have a fixed grant-date fair value, the fair value of unsettled or unvested liabilities awards is remeasured at the end of each reporting period based on the change in fair value of one share of Lifeco common stock. The liability and corresponding expense are adjusted accordingly until the award is settled.
Compensation Expense Related to Stock-Based Compensation
The compensation expense related to stock-based compensation was as follows:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Lifeco Stock Plan | | $ | 3,384 |
| | $ | 2,579 |
| | $ | 2,314 |
|
| Performance Share Unit Plan | | 6,263 |
| | 6,860 |
| | 3,658 |
|
| Total compensation expense | | $ | 9,647 |
| | $ | 9,439 |
| | $ | 5,972 |
|
| Income tax benefits | | $ | 2,404 |
| | $ | 2,732 |
| | $ | 1,729 |
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The following table presents the total unrecognized compensation expense related to stock-based compensation at December 31, 2014 and the expected weighted average period over which these expenses will be recognized:
|
| | | | | | |
| | | Expense | | Weighted average period (years) |
| Lifeco Stock Plan | | $ | 2,381 |
| | 1.7 |
| Performance Share Unit Plan | | 3,182 |
| | 1.3 |
Equity Award Activity
During the year ended December 31, 2014, Lifeco granted 539,400 stock options to employees of the Company. These stock options vest over five-year periods ending in 2019. Compensation expense of $2,984 will be recognized in the Company’s financial statements over the vesting period of these stock options using the accelerated method of recognition.
The following table summarizes the status of, and changes in, the Lifeco plan options granted to Company employees which are outstanding. The options granted relate to underlying stock traded in Canadian dollars on the Toronto Stock Exchange; therefore, the amounts, which are presented in United States dollars, will fluctuate as a result of exchange rate fluctuations.
|
| | | | | | | | | | | | | |
| | | | | Weighted average |
| | | Shares under option | | Exercise price (Whole dollars) | | Remaining contractual term (Years) | | Intrinsic value (1) |
| Outstanding, January 1, 2014 | | 3,378,220 |
| | $ | 26.49 |
| | | | |
|
| Granted | | 539,400 |
| | 26.86 |
| | | | |
|
| Exercised | | (83,562 | ) | | 22.85 |
| | | | |
|
| Cancelled and expired | | (40,400 | ) | | 23.82 |
| | | | |
|
| Outstanding, December 31, 2014 | | 3,793,658 |
| | 24.69 |
| | 5.8 | | $ | 17,409 |
|
Vested and expected to vest,
December 31, 2014 | | 3,793,658 |
| | $ | 24.69 |
| | 5.8 | | $ | 17,409 |
|
| Exercisable, December 31, 2014 | | 2,533,642 |
| | $ | 25.14 |
| | 4.8 | | $ | 10,877 |
|
(1) The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2014 and the exercise price of the option (only if the result is positive) multiplied by the number of options.
The following table presents additional information regarding stock options under the Lifeco plan:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Weighted average fair value of options granted | | $ | 5.53 |
| | $ | 4.56 |
| | $ | 3.47 |
|
Intrinsic value of options exercised (1) | | 401 |
| | 1,437 |
| | 1,397 |
|
| Fair value of options vested | | 4,491 |
| | 1,843 |
| | 1,740 |
|
(1) The intrinsic value of options exercised is calculated as the difference between the market price of Lifeco common shares on the date of exercise and the exercise price of the option multiplied by the number of options exercised.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
The fair value of the options granted during was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2014 | | 2013 | | 2012 |
| Dividend yield | | 3.95 | % | | 4.53 | % | | 5.31 | % |
| Expected volatility | | 26.63 | % | | 26.73 | % | | 25.65 | % |
| Risk free interest rate | | 1.75 | % | | 1.38 | % | | 1.52 | % |
| Expected duration (years) | | 6.0 |
| | 6.0 |
| | 6.0 |
|
Liability Award Activity
The following table summarizes the status of, and changes in, the Performance Share Unit Plan units granted to Company employees which are outstanding:
|
| | | |
| | | Performance
Units |
| Outstanding, January 1, 2014 | | 555,438 |
|
| Granted | | 160,021 |
|
| Forfeited | | (4,774 | ) |
| Exercised | | (189,390 | ) |
| Outstanding, December 31, 2014 | | 521,295 |
|
| | | |
|
| Vested and expected to vest, December 31, 2014 | | 521,295 |
|
The cash payment in settlement of the Performance Share Unit Plan units was $5,914 for the year ended December 31, 2014.
21. Commitments and Contingencies
Commitments
The following table summarizes the Company’s future purchase obligations and commitments:
|
| | | | | | | | | | | | | | | | | | | | |
| | | Payment due by period |
| | | Less than one year | | One to three years | | Three to five years | | More than five years | | Total |
Related party long-term debt - principal (1) | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 528,400 |
| | $ | 528,400 |
|
Related party long-term debt - interest (2) | | 37,031 |
| | 74,062 |
| | 74,062 |
| | 827,007 |
| | 1,012,162 |
|
Investment purchase obligations (3) | | 166,356 |
| | — |
| | — |
| | — |
| | 166,356 |
|
Operating leases (4) | | 10,699 |
| | 14,303 |
| | 11,668 |
| | 8,074 |
| | 44,744 |
|
Other liabilities (5) | | 36,358 |
| | 32,860 |
| | 33,346 |
| | 42,054 |
| | 144,618 |
|
| Total | | $ | 250,444 |
| | $ | 121,225 |
| | $ | 119,076 |
| | $ | 1,405,535 |
| | $ | 1,896,280 |
|
(1) Related party long-term debt principal - Represents contractual maturities of principal due to the Company’s parent, GWL&A Financial, under the terms of two long-term surplus notes. The amounts shown in this table differ from the amounts included in the Company’s consolidated balance sheet because the amounts shown above do not consider the discount upon the issuance of one of the surplus notes.
(2) Related party long-term debt interest - One long-term surplus note bears interest at a fixed rate through maturity. The second surplus note bears interest initially at a fixed rate that will change in the future based upon the then current three-month
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
London Interbank Offering Rate. The interest payments shown in this table are calculated based upon the contractual rates in effect on December 31, 2014 and do not consider the impact of future interest rate changes.
(3) Investment purchase obligations - The Company makes commitments to fund partnership interests, mortgage loans on real estate and other investments in the normal course of its business. As the timing of the fulfillment of the commitment to fund partnership interests cannot be predicted, such obligations are presented in the less than one year category. The timing of the funding of mortgage loans on real estate is based on the expiration date of the commitment. The amounts of these unfunded commitments at December 31, 2014 and 2013 were $166,356 and $196,933, of which $4,997 and $7,498 was related to cost basis limited partnership interests, respectively, all of which is due within one year from the dates indicated.
(4) Operating leases - The Company is obligated to make payments under various non-cancelable operating leases, primarily for office space. Contractual provisions exist that could increase the lease obligations presented, including operating expense escalation clauses. Management does not consider the impact of any such clauses to be material to the Company’s operating lease obligations. The Company incurred rent expense, net of sublease income, of $7,628, $5,439 and $5,764 for the years ended December 31, 2014, 2013 and 2012, respectively and is recorded in general insurance expense. The Company’s total future operating lease obligation will be reduced by minimum reimbursement of $9,953 due in the future under non-cancelable agreements.
From time to time, the Company enters into agreements or contracts, including capital leases, to purchase goods or services in the normal course of its business. However, these agreements and contracts are not material and are excluded from the table above.
(5) Other liabilities - Other liabilities include those other liabilities which represent contractual obligations not included elsewhere in the table above. If the timing of the payment of any other liabilities was sufficiently uncertain, the amounts were included in the less than one year category. Other liabilities presented in the table above include:
· Expected contributions to the Company’s defined benefit pension plan and benefit payments for the Post-Retirement Medical Plan and Supplemental Executive Retirement Plan through 2021.
· Miscellaneous purchase obligations to acquire goods and services.
· Unrecognized tax benefits
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, 2018. 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 $1,100,000, as defined in the credit facility agreement (both compiled on the unconsolidated statutory accounting basis prescribed by the NAIC), for each quarter ending after December 31, 2013. The Company was in compliance with all covenants at December 31, 2014 and 2013. At December 31, 2014 and 2013 there were no outstanding amounts related to the current and prior credit facilities.
GWSC and CLAC are parties to a reinsurance agreement pursuant to which GWSC assumes term life insurance from CLAC. GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under the GWSC and CLAC reinsurance agreement for policy liabilities and capital support. The first letter of credit is for $1,168,800 and renews annually until it expires on July 3, 2027. The second letter of credit is for $70,000 and renews annually until it expires on December 31, 2017. At December 31, 2014 and 2013, there were no outstanding amounts related to the letters of credit. See Note 4 for additional discussion regarding these letters of credit.
In addition, the Company has other letters of credit with a total amount of $8,975, renewable annually for an indefinite period of time. At December 31, 2014 and 2013, there were no outstanding amounts related to those letters of credit.
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
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Share Amounts)
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 currently evaluating the interpretation of Internal Revenue Code rules related to certain product investments. If the Company’s interpretation is not upheld, which is reasonably possible, the potential exposure is estimated to be up to $19,000.
During the fourth quarter, the Company received a $20,000 demand letter related to a vehicle accident involving an employee. The amount is fully indemnified by a third-party insurer.
22. Subsequent Events
On January 1, 2015, the Company acquired the retirement business of Putnam. The Putnam retirement business comprises approximately 433 plans with 230,000 participants and $17,545,000 in assets under administration. The transaction will be accounted for as a combination between entities under common control.
On February 5, 2015, the Company’s Board of Directors declared dividends of $76,801, payable on March 16, 2015, to its sole shareholder, GWL&A Financial.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Schedule III
Supplemental Insurance Information
(In Thousands)
|
| | | | | | | | | | | | | | | | |
| | | As of and for the Year Ended December 31, 2014 |
| | | Individual Markets Segment | | Retirement Services Segment | | Other Segment | | Total |
| Deferred acquisition costs | | $ | 284,174 |
| | $ | 69,234 |
| | $ | — |
| | $ | 353,408 |
|
| Future policy benefits, losses, claims and expenses | | 14,980,872 |
| | 10,533,822 |
| | 409,880 |
| | 25,924,574 |
|
| Unearned premium reserves | | 43,837 |
| | — |
| | — |
| | 43,837 |
|
| Other policy claims and benefits payable | | 726,479 |
| | 581 |
| | 26,155 |
| | 753,215 |
|
| Premium income | | 360,305 |
| | 1,215 |
| | 84,875 |
| | 446,395 |
|
| Net investment income | | 748,015 |
| | 426,340 |
| | 54,033 |
| | 1,228,388 |
|
| Benefits, claims, losses and settlement expenses | | 902,982 |
| | 206,339 |
| | 113,124 |
| | 1,222,445 |
|
| Amortization of deferred acquisition costs | | 13,700 |
| | 27,345 |
| | — |
| | 41,045 |
|
| Other operating expenses | | 123,150 |
| | 619,820 |
| | 79,107 |
| | 822,077 |
|
|
| | | | | | | | | | | | | | | | |
| | | As of and for the Year Ended December 31, 2013 |
| | | Individual
Markets
Segment | | Retirement
Services
Segment | | Other
Segment | | Total |
| Deferred acquisition costs | | $ | 238,150 |
| | $ | 75,921 |
| | $ | — |
| | $ | 314,071 |
|
| Future policy benefits, losses, claims and expenses | | 13,945,756 |
| | 10,229,678 |
| | 390,784 |
| | 24,566,218 |
|
| Unearned premium reserves | | 42,937 |
| | — |
| | — |
| | 42,937 |
|
| Other policy claims and benefits payable | | 740,056 |
| | 499 |
| | 23,968 |
| | 764,523 |
|
| Premium income | | 354,202 |
| | 3,954 |
| | 105,937 |
| | 464,093 |
|
| Net investment income | | 688,279 |
| | 351,729 |
| | 51,381 |
| | 1,091,389 |
|
| Benefits, claims, losses and settlement expenses | | 921,096 |
| | 196,115 |
| | 114,880 |
| | 1,232,091 |
|
| Amortization of deferred acquisition costs | | 34,650 |
| | 20,840 |
| | — |
| | 55,490 |
|
| Other operating expenses | | 107,491 |
| | 517,369 |
| | 66,971 |
| | 691,831 |
|
|
| | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2012 |
| | | Individual
Markets
Segment | | Retirement
Services
Segment | | Other
Segment | | Total |
| Premium income | | $ | 314,350 |
| | $ | 3,670 |
| | $ | 104,133 |
| | $ | 422,153 |
|
| Net investment income | | 729,885 |
| | 414,114 |
| | 47,552 |
| | 1,191,551 |
|
| Benefits, claims, losses and settlement expenses | | 882,726 |
| | 204,296 |
| | 111,288 |
| | 1,198,310 |
|
| Amortization of deferred acquisition costs | | 28,926 |
| | 22,508 |
| | — |
| | 51,434 |
|
| Other operating expenses | | 107,969 |
| | 469,919 |
| | 65,193 |
| | 643,081 |
|
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There has been no change in the Company’s independent registered public accounting firm nor have there been any disagreements on accounting or financial disclosure matters.
Item 9A.
Controls and Procedures
Disclosure Controls and Procedures
The Company’s management, with the participation of the President and Chief Executive Officer and 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”) as of December 31, 2014. Based upon that evaluation, the President and Chief Executive Officer and Principal Financial Officer concluded that due to the material weakness in our internal control over financial reporting as it relates to complex accounting matters that are described below in Management’s Annual Report on Internal Control over Financial Reporting; our disclosure controls and procedures were not effective as of December 31, 2014.
Notwithstanding the material weakness that existed as of December 31, 2014, management has concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this evaluation, management used criteria set forth in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on the criteria in the COSO (1992) Framework, management has concluded that there was a material weakness and that the Company did not maintain effective control over financial reporting as of December 31, 2014. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s controls to ensure that appropriate interpretation and application of accounting principles and the resulting accounting entries and disclosures were properly reflected in the financial statements as it relates to complex accounting matters were not designed at a sufficient level of precision to mitigate the risk of material misstatement.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As the Company is neither an accelerated filer nor a large accelerated filer, management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to final rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
Beginning in the fourth quarter of 2013, management began to design and implement certain remediation measures to address the above-described material weakness and enhance the Company's system of internal control over financial reporting.
Comprehensive database of all complex accounting memorandums. The Company’s management is dedicated to the continuous and ongoing review of critical and complex accounting policies which could have a material impact on the financial statements and as a result has:
| |
| • | Created the comprehensive database of all complex accounting memorandums which contains technical accounting policies, and other accounting related documents, training and guidance. |
Proper accounting treatment for all significant accounting transactions. The Company remediation plans include formalizing a process for identifying all significant accounting transactions and ensuring they are reviewed in a timely basis for proper accounting treatment and as such, has implemented the following procedures:
| |
| • | A Significant Non-Routine Transaction policy was developed to identify and require notification of all financial accounting management. |
| |
| • | Formalized the notification on all significant accounting transactions. The Significant Transaction email distribution listing was created for notification of all financial accounting management of significant non-routine transactions or events as required by the above mentioned policy. |
| |
| • | During the fourth quarter of 2014, a Vice President was hired to lead the technical accounting department. |
Significant accounting policy and procedure update governance. The Company’s remediation plans include formalizing a process for refreshing all significant accounting policies and procedures on an annual basis or sooner for significant changes in accounting guidance. We enhanced our internal controls related to refreshing significant accounting policies with the following governance:
| |
| • | A policy and process was developed and approved by financial accounting management requiring annual review and certification of accounting policies for completeness, accuracy, and that the policies are in operation during the annual period. |
Management’s Plan for Future Remediation
Management will continue to enhance the design and implementation of internal controls related to the continuous and ongoing review of critical and complex accounting policies which could have a material impact on the financial statements including the following:
| |
| • | Verify accounting policies and position papers as drafted are being applied in practice. |
Management believes the remediation measures described above will strengthen the Company's internal control over financial reporting and remediate the material weaknesses management has identified. However, the Company has not yet implemented all of these measures and/or tested them. Management is committed to continuing to improve the Company's internal control processes and will continue to diligently review the financial reporting controls and procedures in order to ensure compliance with the criteria in the COSO Framework so that management can conclude that the Company maintained effective control over financial reporting in a future period. However, any control system, regardless of how well designed, operated and evaluated, can provide only reasonable, not absolute, assurance that the control objectives will be met. As management continues to evaluate and work to improve the Company's internal control over financial reporting, it may take additional measures to address control deficiencies and/or determine not to complete certain of the remediation efforts described above.
Item 9B.
Other Information
None.
Part III
Item 10.
Directors and Executive Officers of the Registrant
10.1 Identification of Directors
|
| | | | | | |
| Director | | Age | | Served as a Director from | | Principal Occupation(s) for Last Five Years |
John L. Bernbach (5) (6) | | 71 | | 2006 | | Vice Chairman, Engine Group; previously Chief Executive Officer, Engine USA as of July 2013; previously Chief Operating Officer, Engine USA |
Marcel Coutu (1) (2) (4) (6) (7) | | 62 | | 2014 | | Corporate Director since January 2014; previously President and Chief Executive Officer, Canadian Oil Sands Limited |
André Desmarais (1) (2) (4) (6) (7) (8) | | 58 | | 1997 | | Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation; Co-Chairman, Power Financial Corporation |
Olivier Desmarais (1) (2) (7) (8) | | 32 | | 2014 | | Vice President, Power Corporation |
Paul Desmarais, Jr. (1) (2) (4) (6) (7) (8) | | 60 | | 1991 | | Chairman and Co-Chief Executive Officer, Power Corporation; Co-Chairman, Power Financial Corporation |
Paul Desmarais III (1) (2) (7) (8) | | 32 | | 2014 | | Vice President, Power Corporation |
Alain Louvel (3) (5) | | 69 | | 2006 | | Corporate Director |
Paul A. Mahon (1) (2) (4) (7) | | 51 | | 2013 | | President and Chief Executive Officer, Lifeco, Great-West Life, CLAC and London Life |
Jerry E.A. Nickerson (3) | | 78 | | 1994 | | Chairman of the Board, H.B.Nickerson & Sons Limited |
R. Jeffrey Orr (1) (2) (4) (6) (7) | | 56 | | 2005 | | Chairman of the Board of the Company since July 2013; Chairman of the Board of Lifeco, Great-West Life, CLAC and London Life since May 2013; President and Chief Executive Officer, Power Financial Corporation |
| Michel Plessis-Bélair | | 72 | | 1991 | | Vice Chairman, Power Corporation |
Robert L. Reynolds (1) (7) | | 62 | | 2014 | | President and Chief Executive Officer since May 2014; President and Chief Executive Officer of Putnam Investments, LLC |
Henri-Paul Rousseau (1) (2) (7) | | 66 | | 2009 | | Vice Chairman, Power Corporation |
Raymond Royer (3) | | 76 | | 2009 | | Corporate Director |
T. Timothy Ryan, Jr. (1) (2) (4) (6) (7) | | 69 | | 2009 | | Corporate Director since May 2014; previously Vice Chairman of Regulatory Affairs at JP Morgan Chase from March 2013; previously President and Chief Executive Officer, Securities Industry and Financial Markets Association |
Jerome J. Selitto (1) (2) (7) | | 73 | | 2012 | | Corporate Director since July 2012; previously Chief Executive Officer of PHH Corporation from October 2009 to January 2012 |
Gregory D. Tretiak (1) (2) (3) (7) | | 59 | | 2012 | | Executive Vice President and Chief Financial Officer, Power Corporation since May 2012; previously Executive Vice President and Chief Financial Officer, IGM Financial Inc., since January 1999 |
Brian E. Walsh (1) (2) (4) (6) (7) | | 61 | | 1995 | | Chairman and Chief Investment Officer, Saguenay Strathmore Capital, LLC since September 2011; previously Managing Partner, Saguenay Capital, LLC |
(1) Member of the Executive Committee.
(2) Member of the Investment and Credit Committee.
(3) Member of the Audit Committee.
(4) Member of the Compensation Committee.
(5) Member of the Conduct Review Committee.
(6) Member of the Governance and Nominating Committee.
(7) Member of the Risk Committee.
(8) Mr. André Desmarais and Mr. Paul Desmarais, Jr. are brothers. Olivier Desmarais is the son of André Desmarais and Paul
Desmarais III is the son of Paul Desmarais, Jr.
Unless otherwise indicated, all of the directors have been engaged for not less than five years in their present principal occupations or in another executive capacity with the companies or firms identified.
The appointments of directors are confirmed annually.
The following is a list of directorships currently held or formerly held within the five previous years by the directors of the Company, on companies whose securities are traded publicly in the United States or that are investment companies registered under the Investment Company Act of 1940.
|
| | | | |
| Director | | Current Directorships | | Former Directorships and Dates |
| John L. Bernbach | | Omnicare, Inc. | | |
| | | | | |
| André Desmarais | | | | CITIC Pacific Limited |
| | | | | December 1997 - May 2014 |
| | | | | |
| Paul Desmarais, Jr. | | Total S.A. | | |
| | | Lafarge S.A. | | |
| | | | | |
| Alain Louvel | | World Point Terminals, LP | | |
| | | | | |
| R. Jeffrey Orr | | PanAgora Asset Management, Inc. | | |
| | | | | |
| Jerome J. Selitto | | | | PHH Corporation |
| | | | | October 2009 - January 2012 |
| | | | | |
| Gregory D. Tretiak | | PanAgora Asset Management, Inc. | | |
The Company’s Governance and Nominating Committee (the “Nominating Committee”) is charged with recommending to the Board of Directors the qualifications for Directors, including among other things, the competencies, skills, experience and level of commitment required to fulfill Board responsibilities and the personal qualities that should be sought in candidates for Board membership. The Nominating Committee’s duties include identifying and recommending Director candidates to the Board based on a consideration of the competencies and skills that the Board considers appropriate for the Board as a whole to possess, the competencies and skills that the Board considers each existing Director to possess and that each new nominee will bring to the Board, and the appropriate level of representation on the Board by Directors who are independent of management and who are neither officers nor employees of any of the Company’s affiliates.
The Company’s Directors are elected on an annual basis by the Company’s sole shareholder, GWL&A Financial Inc.
The Company’s Directors are identified below along with an indication of their experience, qualifications, attributes and skills, which leads the Company to believe that they are qualified to serve on the Board of Directors.
John L. Bernbach
Mr. Bernbach is Vice Chairman of the Engine Group, one of the largest privately-owned independent marketing services companies, owned by Lake Capital, a Chicago-based private equity firm. He was also a co-founder of NTM (Not Traditional Media) Inc., a marketing and media advisory firm created in 2003 to work with clients and media companies to develop strategies integrating nontraditional marketing solutions and new media models. Prior to that, Mr. Bernbach, as CEO of The Bernbach Group, LLC, led this executive management consulting business concentrating on corporate and communications strategies. From 1995 to 2000, Mr. Bernbach served as Director and then CEO and Chairman of North American Television, which produced and distributed news and entertainment programming. In 1994, Mr. Bernbach launched the publication of luxury goods magazines in China, Japan, France and Spain. Prior to 1994, Mr. Bernbach spent 22 years at the advertising firm Doyle Dane Bernbach, the last eight as President/COO of DDB Needham Worldwide. Mr. Bernbach currently serves on the Boards of Putnam, Omnicare, Casita Maria and as an advisor to The Blackstone Group.
Marcel Coutu
Mr. Coutu is the former Chairman of Syncrude Canada Ltd., one of Canada’s largest oil sands projects and is past President and Chief Executive Officer of Canadian Oil Sands Limited. He was previously Senior Vice-President and Chief Financial Officer of Gulf Canada Resources Limited, and prior to that held various positions in the areas of corporate finance, investment banking, and mining and oil and gas exploration and development. Mr. Coutu is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. He is also a Director of Power Corporation, Investors Group Inc., Brookfield Asset Management Inc., the Calgary Exhibition and Stampede Board and Enbridge Inc. and is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta. He has also held board positions with Gulf Indonesia Resources Limited, TransCanada Power Limited Partnership and the Board of Governors of the Canadian Association of Petroleum Producers.
André Desmarais
Mr. Desmarais is Co-Chairman of Power Financial and Deputy Chairman, President and Co-Chief Executive Officer of Power Corporation. Prior to joining Power Corporation in 1983, he was Special Assistant to the Minister of Justice of Canada and an institutional investment counselor at Richardson Greenshields Securities Ltd. He has held a number of senior positions with Power group companies. Mr. Desmarais is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. He is a Director of IGM Financial Inc. (“IGM”), Investors Group Inc. (Investors Group”) and Mackenzie Inc. (“Mackenzie”). He is also a Director of Power Corporation, Power Financial, Pargesa Holding S.A. (“Pargesa”) in Europe. Mr. Desmarais is Honorary Chairman of the Canada China Business Council and is a member of several China-based organizations. Mr. Desmarais is active in cultural, health and other not-for-profit organizations. He is an Officer of the Order of Canada and of the National Order of Québec.
Olivier Desmarais
Mr. Desmarais was appointed Vice-President of Power Corporation and Power Financial in May 2014. Prior to his current position, he was Director of Business Development at Square Victoria Digital Properties. From 2010 to 2013, he worked as an Associate at Putnam Investments. While completing his Law degree, Mr. Desmarais was an articling student at Heenan Blaikie LLP and also worked as an Analyst at Pandion Investments. In May 2014, Mr. Desmarais was named a director of Great-West Life, London Life, CLAC, Putnam, Investors Group, Mackenzie, Square Victoria Communications Group, Gesca ltée and La Presse ltée. Mr. Desmarais holds a Bachelor of Civil Law from the University of Ottawa, a Bachelor of Arts Degree in Sociology and Political Science from McGill University. He is a member of the Québec Bar since 2009.
Paul Desmarais, Jr.
Mr. Desmarais is Chairman and Co-Chief Executive Officer of Power and Executive Co-Chairman of Power Financial. He joined Power Corporation in 1981 and assumed the position of Vice-President the following year. He served as Vice-President from 1984 to 1986, as President and Chief Operating Officer of Power Financial from 1986 to 1989, as Executive Chairman of the Board of Power Financial from 1990 to 2005, as Chairman of the Executive Committee from 2006 to 2008 and as Executive Co-Chairman from 2008 until today. He also served as Vice-Chairman of Power Corporation from 1991 to 1996. He was named Chairman and Co-CEO of Power Corporation in 1996. From 1982 to 1990 he was a member of the Management Committee of Pargesa; in 1991 he became Executive Vice-Chairman and then Executive Chairman of the Committee; in 2003 he was appointed Co-Chief Executive Officer; and in 2013 was named Chairman of the Board. He is a Director of many Power group companies in North America, including Power Corporation, Power Financial, Great-West Lifeco, Great-West Life, London Life, CLAC, Putnam, IGM, Investors Group and Mackenzie. In Europe, he is Vice-
Chairman of the Board of Groupe Bruxelles Lambert, and a Director of Total SA, Lafarge SA, and SGS SA. He was Vice-Chairman of the Board and a Director of Imerys until 2008 and a Director of GDF Suez until 2014. Mr. Desmarais is Chairman of the Canadian Council of Chief Executives. He is also active on a number of philanthropic advisory councils. In 2005, he was named an Officer of the Order of Canada, in 2009, he was named an Officer of the National Order of Québec and, in 2012, he was named Chevalier de la Légion d’honneur in France. Mr Desmarais is a Trustee of the Desmarais Family Residuary Trust.
Paul Desmarais, III
Mr. Desmarais was appointed Vice-President of Power Corporation and Power Financial in May 2014. Prior to his current position, he was Assistant Vice-President in the Risk Management Group of Lifeco beginning in 2012. Previously, he worked in project management and corporate strategy at Imerys in France. He began his career in 2004, working for five years with Goldman Sachs in the United States, in the Investment Banking and Investment Strategy Groups, as well as in the Special Situations Group. In May 2014, Mr. Desmarais was named a director of Great-West Life, London Life, CLAC, Putnam, Investors Group, Mackenzie, Pargesa, Groupe Bruxelles Lambert and Imerys. In 2000, he was awarded the Duke of Edinburgh’s Award (Gold Level). Mr. Desmarais is the Founder and Honourary Chairman of Young Canadians in Finance, which provides young professionals working in the private and public financial sectors an exclusive network that enables them to assume leading roles in this field. He served as Co-Chair of the True Patriot Love 2014 Artic Expedition to the Magnetic North Pole. He also sits on the Board of Directors of The Next 36, an organization that fast tracks the development of Canada’s most talented young innovators, turning them into the country’s outstanding future business leaders and innovators. Mr. Desmarais is the recipient of a Bachelor of Arts Degree in Economics from Harvard College (graduating Cum Laude) and he holds a Masters in Business Administration from INSEAD in France.
Alain Louvel
After receiving an MBA from Columbia University, and a masters in Economics and Political Sciences degree from the Paris University, Mr. Louvel began his professional career in 1970 as an advisor to the Department of Industry and Trade of the Quebec Government. In 1972, he joined Bank Paribas (“Paribas”) and for the next 33 years held numerous positions with Paribas in France, Canada and the United States. He completed his career with Paribas as the Head of Risk Management for the Americas, with overall responsibilities over credit, market, counterparty and operational risk for the combined operations of Paribas and BNP following the merger which formed BNP Paribas. Mr. Louvel serves as a Director of Putnam, Mountain Asset Management LLC and World Point Terminals. He is also a Trustee of the French Institute Alliance Francaise and a French Foreign Trade Counselor. Mr. Louvel is a permanent resident of the United States with dual French and Canadian citizenship.
Paul A. Mahon
Mr. Mahon is President and Chief Executive Officer of Lifeco, Great-West Life, London Life and CLAC, a position he has held since May, 2013. Prior to that he was President and Chief Operating Officer, Canada of Lifeco, Great-West Life, London Life, CLAC and Putnam. Mr. Mahon has been with Great-West Life since 1986, and is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. He is a member of the Canadian Council of Chief Executives. Mr. Mahon also serves on the Boards of the Canadian Life and Health Insurance Association, CancerCare Manitoba Foundation and the Misericordia Health Centre Foundation and is a member of the United Way Resource Development Standing Committee.
Jerry E.A. Nickerson
Mr. Nickerson is Chairman of the Board of H.B. Nickerson & Sons Limited, a management and holding company based in North Sydney, Nova Scotia. He is also a Director of Putnam. He has also served on the boards of various organizations, federal and provincial Crown corporations, and other public and private companies.
R. Jeffrey Orr
Mr. Orr has been Chairman of the Board of the Company since July, 2013 and of Lifeco, Great-West Life, London Life and CLAC since May, 2013. He is also President and Chief Executive Officer of Power Financial, a position he has held since May, 2005. From May, 2001 until May, 2005, Mr. Orr was President and Chief Executive Officer of IGM. Previously, he was Chairman and Chief Executive Officer of BMO Nesbitt Burns Inc. and Vice-Chairman, Investment Banking Group, Bank of Montreal. He is a Director of Lifeco, Great-West Life, London Life, CLAC and he is also a Director and Chairman of Putnam. Mr. Orr is also a Director and Chairman of IGM, Investors Group and Mackenzie, and a Director of Power Financial and Power Corporation. He is active in a number of community and business organizations.
Michel Plessis-Bélair
Mr. Plessis-Bélair was Executive Vice-President and Chief Financial Officer of Power Financial and Vice-Chairman and Chief Financial Officer of Power Corporation until his retirement in January, 2008. He continues to serve as Vice-Chairman of Power Financial and Power Corporation. Before joining Power Corporation in 1986, he was Executive Vice-President and Director of Société générale de financement du Québec and prior to that he was Senior Vice-President of Marine Industries Ltd. Mr. Plessis-Bélair is a Director of Lifeco, Great-West Life, London Life, and CLAC. He is also a Director of IGM, Investors Group and Mackenzie. He is also a Director of Pargesa and Groupe Bruxelles Lambert. Mr. Plessis-Bélair is also a Director of Lallemand Inc. and Hydro-Québec.
Robert L. Reynolds
Mr. Reynolds is President and Chief Executive Officer of the Company since May 2014 and is also President and Chief Executive Officer of Putnam. He is also a director of Putnam and President of the Putnam Funds. He has more than 30 years of investment and financial services experience. Prior to joining Putnam in 2008, he was Vice Chairman and Chief Operating Officer of Fidelity Investments. Mr. Reynolds was named Fund Leader of the Year at the Mutual Fund Industry Awards in 2010, in recognition of a series of strategic changes that he has implemented to improve investment performance and position Putnam as an industry leader. He has restructured the money management process, overseen the development of a more investor-friendly fee structure, introduced new products, and revitalized Putnam’s commitment to the defined contribution business. Known for his innovation and thought leadership, he has spoken out on retirement savings reform, calling for a new generation of workplace savings plans. Over more than 20 years, Mr. Reynolds has been an architect of the modern retirement industry by popularizing employer-sponsored 401(k) plans. In 2005, Mr. Reynolds received a Lifetime Achievement Award from PLANSPONSOR magazine for his contributions to the retirement services industry. Under his leadership, Putnam was named the inaugural recipient of the Retirement Leader of the Year award at the 18th Annual Mutual Fund Industry Awards in 2011 for its initiatives and innovative solutions in the workplace savings arena. Mr. Reynolds currently serves on several not-for-profit boards, including those of West Virginia University Foundation, Concord Museum, Dana-Farber Cancer Institute, and the Initiative for a Competitive Inner City in Boston. He is a member of the Chief Executives Club of Boston and the Council on Competitiveness, and he is a former president of the Commercial Club of Boston. Among many awards and recognitions, Mr. Reynolds received an Honorary Doctorate in Business Administration from West Virginia University, and a President’s Medal of Excellence from Boston College. He earned a B.S. in Business Administration/Finance from West Virginia University.
Henri-Paul Rousseau
Mr. Rousseau is Vice-Chairman of Power Financial and Power Corporation, positions he has held since January, 2009. He was President and Chief Executive Officer of la Caisse de dépôt et placement du Québec from May, 2005 until May, 2008 and Chairman and Chief Executive Officer from September, 2002 until April, 2005. He was President and Chief Executive Officer of Laurentian Bank of Canada from 1994 until 2002 and prior to that held senior offices with Boréal Assurances Inc. and the National Bank of Canada. Mr. Rousseau was an economics professor at Université Laval from 1975 until 1986 and at Université du Québec à Montréal from 1973 until 1975. He is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. He is also a Director of IGM, Investors Group and Mackenzie. He is a Director of GFMA (Global Financial Markets Association). He received doctorates Honoris Causa from Concordia University, from Université Lumière Lyon 2 (France), from Université Laval and from Université de Sherbrooke. Mr. Rousseau is active in a number of community and non-profit organizations.
Raymond Royer
Mr. Royer was President and Chief Executive Officer and a Director of Domtar Inc. from 1996 until December, 2008. He was previously President and Chief Operating Officer of Bombardier Inc. Mr. Royer is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. Mr. Royer is also a Director of Power Financial. He was a Director of Shell Canada Limited until 2007. He is a Member of the International Advisory Board of École des Hautes Études Commerciales of Montréal. He is an Officer of the Order of Canada and of the National Order of Québec.
T. Timothy Ryan, Jr.
Mr. Ryan served as a Vice-Chairman of Regulatory Affairs at JPMorgan Chase from 2013 to 2014. Prior to joining JPMorgan, he was President and Chief Executive Officer of the Securities and Financial Markets Association (“SIFMA”) from 2008 to 2013. Mr. Ryan is a member of the Board of Markit, where he serves on its Nominating and Governance Committee. He is a director of Lifeco, Great-West Life, London Life, CLAC, Putnam, Power Corporation and Power Financial. He previously served as a director of the Company from May 2010 to May 2013. He has also served as a director
of Lloyds Banking Group. He was a private sector member of the Global Markets Advisory Committee for the National Intelligence Council (NIC) (2007 - 2011). Mr. Ryan served from 2000 to 2004 as a Board Member and Chairman of the Audit Committee at Koram Bank in Seoul, Korea and served from 2001 to 2012 as a Board Member and Chairman of the Finance Committee for the US Japan Foundation.
Jerome J. Selitto
Mr. Selitto served as a Director and as the President and Chief Executive Officer of PHH Corporation (“PHH”), a leading outsource provider of mortgage and fleet management services, from October 2009 to January 2012. Prior to joining PHH, Mr. Selitto most recently worked at Ellie Mae, Inc., a provider of enterprise solutions, including an online network, software and services for the residential mortgage industry. While at Ellie Mae, Mr. Selitto initially served as a senior consultant beginning in 2007 and, later in 2007 through 2009, as Executive Vice-President, Lender Division. In 2000, Mr. Selitto founded and served as Chief Executive Officer of DeepGreen Financial, a privately-held, innovative web-based federal savings bank and mortgage company that grew to become one of the nation’s most successful online home equity lenders. From 1992 to 1999, he served as co-founder and Vice Chairman of Amerin Guaranty Corporation (now Radian Guaranty), a mortgage insurance company. Mr. Selitto previously served as a Managing Director at First Chicago Corporation and PaineWebber Inc., and as a senior executive at Kidder, Peabody & Co., William R. Hough & Company, and the Florida Federal Savings and Loan Association. Mr. Selitto is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam.
Gregory D. Tretiak
Mr. Tretiak is Executive Vice-President and Chief Financial Officer of Power Corporation and Power Financial, positions he has held since May, 2012. From 1988 to May, 2012, he held various positions with IGM and Investors Group, most recently the position of Executive Vice President and Chief Financial Officer of IGM from April, 1999 to May, 2012. Mr. Tretiak is a Director of Lifeco, Great-West Life, London Life, and CLAC. Mr. Tretiak also serves on the Board of Directors of Putnam and PanAgora Asset Management, Inc. He is also a Director of IGM, Investors Group and Mackenzie. He holds a Bachelor of Arts in Economics and Political Science from the University of Winnipeg and is a Chartered Accountant, a Fellow of the Institute of Chartered Accountants of Manitoba and has been a Certified Financial Planner. Throughout his career, Mr. Tretiak has been an active member in professional industry groups including the Institute of Chartered Accountants, Financial Executives International, the Certified Financial Planners, and the Institute of Internal Auditors. He has served with national organizations such as the Investment Funds Institute of Canada, the Canadian Chamber of Commerce Economic and Taxation Committee and the Canadian Institute of Chartered Accountants.
Brian E. Walsh
Mr. Walsh is Chairman and Chief Investment Officer of Saguenay Strathmore Capital, LLC, a money management and investment advisory company, a position that he has held since September, 2011. He was previously Managing Partner of Saguenay Capital, LLC from January, 2001 to September, 2011. Mr. Walsh has over 30 years of investment banking, international capital markets and investment management experience. He had a long career at Bankers Trust culminating in his appointment as Co-head of Global Investment Banking and as a member of the Management Committee. Mr. Walsh is a Director of Lifeco, Great-West Life, London Life and CLAC. Mr. Walsh also serves on the Board of Directors of Putnam, and serves on the International Advisory Board of École des Hautes Études Commerciales of Montréal.
10.2 Identification of Executive Officers
|
| | | | | | |
| Executive | | Age | | Officer from | | Principal Occupation(s) for Last Five Years |
Robert L. Reynolds President and Chief Executive Officer | | 62 | | 2014 | | President and Chief Executive Officer of the Company since May 2014; also President and Chief Executive Officer, Putnam Investments, LLC |
Edmund F. Murphy III President, Empower Retirement | | 53 | | 2014 | | President, Empower Retirement of the Company since September 2014; previously Head of Defined Contribution, Putnam Investments, LLC |
David L. Musto Executive Vice President, Empower Retirement | | 47 | | 2014 | | Executive Vice President, Empower Retirement since September 2014; previously Chief Executive Officer, J. P. Morgan Retirement Plan Services LLC from 2010-2014; previously Chief Operating Officer, J.P. Morgan Retirement Plan Services LLC |
Charles P. Nelson Executive Vice President, Empower Retirement | | 54 | | 2008 | | Executive Vice President, Empower Retirement since September 2014; previously President, Great-West Retirement Services |
Robert K. Shaw Executive Vice President, Individual Markets | | 59 | | 2008 | | Executive Vice President, Individual Markets of the Company |
Ernie P. Friesen Senior Vice President and Chief Investment Officer, General Account | | 52 | | 2013 | | Senior Vice President and Chief Investment Officer, General Account of the Company |
William S. Harmon Senior Vice President, 401(k) Standard Markets | | 48 | | 2013 | | Senior Vice President, 401(k) Standard Markets of the Company |
Jeffrey W. Knight Senior Vice President and Chief Information Officer | | 57 | | 2014 | | Senior Vice President and Chief Information Officer of the Company since October 2014; previously Vice President, Information Systems since October 2013; previously Assistant Vice President, Information Systems; previously Chief Information Officer, Integrated Asset Services from January 2011 - March 2012; previously Managing Director, Bank Technologies, Charles Schwab |
Louis J. Mannello, Jr. Senior Vice President and Chief Financial Officer | | 50 | | 2014 | | Senior Vice President and Chief Financial Officer of the Company since August 2014; previously Partner, KPMG LLP |
Richard G. Schultz Senior Vice President, General Counsel and Secretary | | 54 | | 2008 | | Senior Vice President, General Counsel and Secretary of the Company |
Catherine S. Tocher Senior Vice President and Chief Investment Officer, Separate Accounts | | 54 | | 2013 | | Senior Vice President and Chief Investment Officer, Separate Accounts of the Company |
Unless otherwise indicated, all of the executive officers have been engaged for not less than five years in their present principal occupations or in another executive capacity with the companies or firms identified.
The appointments of executive officers are confirmed annually.
10.3 Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that is applicable to its senior financial officers, as well as to other officers and employees. All of the items identified as elements of a “code of ethics” as defined in Securities and Exchange Commission regulations adopted pursuant to the Sarbanes-Oxley Act of 2002 are substantively covered by the Code. A copy of the Code is available without charge upon written request to Beverly A. Byrne, Chief Compliance Officer, 8525 East Orchard Road, Greenwood Village, Colorado 80111.
10.4 Security Holder Communications
As a wholly-owned subsidiary, the Board of Directors of the Company does not have a process for security holders to send communications to the Board of Directors.
10.5 Audit Committee Financial Expert
The Board of Directors has reviewed the qualifications and backgrounds of the members of the Audit Committee and determined that, although no one member of the Audit Committee is an “audit committee financial expert” within the meaning of the Rules under the Securities Exchange Act of 1934, the combined qualifications and experience of the members of the Audit Committee give the Committee collectively the financial expertise necessary to discharge its responsibilities.
Item 11.
Executive Compensation
11.1 Compensation Discussion and Analysis
1. Compensation of the current President and Chief Executive Officer
Robert L. Reynolds joined the Company as President and Chief Executive Officer on May 8, 2014. Mr. Reynolds is also President and Chief Executive Officer of Putnam Investments, LLC (“Putnam”), an affiliate of the Company.
Mr. Reynolds’ compensation is paid by Putnam under Putnam’s compensation program. A portion of Mr. Reynolds’ base salary and annual bonus is allocated to, and reimbursed by, the Company for services provided to the Company. The allocation is determined by the Company’s Compensation Committee and Putnam’s Compensation Committee. The portion of Mr. Reynolds’ base salary and annual bonus allocated to the Company is reflected in the Summary Compensation Table (Section 11.4).
The information in this Item 11 relates to the executive compensation program of the Company and does not apply to Mr. Reynolds. For purposes of this Item 11, the term “Named Executive Officers” does not include Mr. Reynolds.
2. General
The executive compensation program adopted by the Company and applied to the executive officers (including the Named Executive Officers) is designed to support the primary objective of generating added value for shareholders and policyholders over the long term. The Compensation Committee of the Board of Directors of the Company oversees the executive compensation program. The Board and the Compensation Committee recognize the importance of executive compensation decisions to the management and shareholders of the Corporation, and have given careful consideration to the process which is followed to make decisions.
The main objectives of the executive compensation program are to:
· attract, retain and reward qualified and experienced executives who will contribute to the success of the Company;
· motivate executive officers to meet annual corporate, divisional, and individual performance goals; and
· enhance long-term shareholder and policyholder value.
More specifically, the executive compensation program is designed to reward the following:
· excellence in crafting and executing strategies that will produce significant value for the shareholders and policyholders over the long term;
· management vision and an entrepreneurial approach;
· quality of decision-making;
· strength of leadership;
· record of performance over the long term; and
· initiating and implementing transactions and activities that create shareholder and policyholder value.
In designing and administering the individual elements of the executive compensation program, the Compensation Committee strives to balance short-term and long-term incentive objectives and to apply prudent judgment in establishing performance
criteria, evaluating performance, and determining actual incentive awards. The total compensation of each Named Executive Officer is reviewed by the Compensation Committee from time to time for market competitiveness, and reflects each Named Executive Officer’s job responsibilities, experience and proven and/or expected performance.
The executive compensation programs consist of five primary components:
· base salary;
· annual incentive bonus;
· share units;
· options for Lifeco common shares; and
· retirement benefits.
The primary role of each of these components is presented in the table below:
|
| |
| Base Salary | Reflect skills, competencies, experience and performance of the Named Executive Officers |
| Annual Incentive Bonus | Reflect performance for the year |
| Share Units | More closely align the medium term interests of the Named Executive Officers with the interests of the shareholders |
| Stock Options | More closely align the long term interests of the Named Executive Officers with the interests of the shareholders |
| Retirement Benefits | Provide for appropriate replacement income upon retirement based on years of service with the Company |
Base salary, annual incentive bonus, share units and retirement benefits are determined by the Compensation Committee for the executive officers (including the Named Executive Officers). The long-term compensation component in the form of options for Lifeco common shares is determined and administered by Lifeco’s Compensation Committee. For the Named Executive Officers, the annual incentive bonus, share unit and stock option components are an essential part of their compensation.
The President and Chief Executive Officer participates in the compensation setting process for the other Named Executive Officers by evaluating individual performance, establishing individual performance targets and objectives and recommending salary levels.
3. Base Salary
Base salaries for the Named Executive Officers are set annually, taking into account the individual’s job responsibilities, experience and proven or expected performance, as well as market conditions. The Company gathers market data in relation to the insurance and financial services industries and also considers surveys prepared by external professional compensation consultants such as Tower Watson, Hewitt, Mercer and McLagan Partners with regard to peer groups in these industries.
4. Bonuses
(a) Annual Incentive Bonus Plan
To relate the compensation of the Named Executive Officers to the performance of the Company, an annual incentive bonus plan (the “Annual Incentive Bonus Plan”) is provided. Target objectives are set annually, and may include earnings, expense or sales targets of the Company and/or a business unit of the Company or specific individual objectives related to strategic initiatives, acquisition related integration or synergy achievements. These objectives are designed to be integrated with the Company’s overall goals and initiatives. These targets are set high enough to drive performance while still being reasonable in terms of the likelihood of being met if individuals perform to the levels expected by the Company.
See Section 11.5 below for information on the participation of the Named Executive Officers in the Annual Incentive Bonus Plan and a further description of the terms of the Annual Incentive Bonus Plan.
(b) Special Bonuses
From time to time, special bonuses may be provided related to significant projects such as acquisitions or dispositions or for retention purposes.
5. Share Units
To provide a medium term component to the executive compensation program, the Named Executive Officers participate in the Company’s Share Unit Plan for Senior Executives (the “Executive Share Unit Plan”).
The Company’s Compensation Committee is responsible for the granting of share units to participants under the Executive Share Unit Plan. Share Units are not granted based on the timing of the disclosure of non-public material information with respect to Lifeco or the Company.
The granting of share units is considered annually by the Compensation Committee. Officer levels are taken into account when new share unit grants are considered. The granting of share units is subject to the terms and conditions contained in the Executive Share Unit Plan and any additional terms and conditions fixed by the Compensation Committee at the time of the grant.
See Section 11.5 below for information on the participation of the Named Executive Officers in the Executive Share Unit Plan and a further description of the terms of the Executive Share Unit Plan.
The Compensation Committee of the Company believes that medium-term incentives in the form of share units, with delayed vesting provisions, will play an important part in retaining key executive officers and in aligning the interests of the executive officers with those of the shareholders, and in contributing to the achievement of the results that have been attained by the Company.
6. Stock Options
To provide a long-term component to the executive compensation program, the Named Executive Officers participate in Lifeco’s Stock Option Plan (the “Lifeco Option Plan”).
While the Company’s Compensation Committee makes recommendations with respect to the granting of Lifeco options, Lifeco’s Compensation Committee is responsible for the granting of options to participants under the Lifeco Option Plan. Options are not granted based on the timing of the disclosure of non-public material information with respect to Lifeco or the Company.
The granting of Lifeco options is considered annually by the Lifeco Compensation Committee. Officer levels are taken into account when new option grants are considered. The granting of options is subject to the terms and conditions contained in the Lifeco Stock Option Plan and any additional terms and conditions fixed by the Lifeco Compensation Committee at the time of the grant.
See Section 11.5 below for information on the participation of the Named Executive Officers in the Lifeco Option Plan and a further description of the terms of the Lifeco Option Plan.
The Compensation Committees of the Company and Lifeco believe that long-term incentives in the form of stock options, with delayed vesting provisions, play an important part in retaining key executive officers and in aligning the interests of the executive officers with those of the shareholders, and in contributing to the achievement of the results that have been attained by the Company.
7. Pension Benefits
(a) Defined Benefit Plan
GWL&A Financial has a qualified defined benefit pension plan (the “Defined Benefit Plan”) which is available to all employees of the Company hired before January 1, 1999. See Section 11.8 below for information on the participation of the Named Executive Officers in the Defined Benefit Plan and a description of the terms of the Defined Benefit Plan.
(b) SERP
To provide a competitive retirement benefit to certain key executives, the Company also has a nonqualified supplemental executive retirement plan (the “SERP”), which provides benefits above the compensation limits applicable to the Defined Benefit Plan. See Section 11.8 below for information on the participation of the Named Executive Officers in the SERP and a description of the terms of the SERP.
(c) 401(k) Plan
All employees, including the Named Executive Officers, may participate in the Company’s qualified defined contribution 401(k) Plan (the “401(k) Plan”). Under the 401(k) Plan, employees may make contributions of between 1% and 50% of base salary, subject to applicable Internal Revenue Service (“IRS”) limits. All new employees are automatically enrolled in the 401(k) Plan at a 3% contribution rate unless the employee elects out or elects a different contribution rate.
For employees participating in the Defined Benefit Plan, the Company matches 50% of the first 5% of salary contributed as pre-tax and/or Roth contributions. For employees who do not participate in the Defined Benefit Plan, the Company matches 50% of salary contributed as the first 8% of pre-tax and/or Roth contributions.
The 401(k) Plan offers a variety of investment options, including variable funds, collective funds, a stable value fund, Lifeco common shares (company matching contributions only) and a self-directed investment option.
8. Nonqualified Deferred Compensation
To provide market competitive compensation to certain key executives, the Company also has a nonqualified deferred compensation plan (“NQDCP”) and a nonqualified executive deferred compensation plan (“EDCP”). See Section 11.9 below for information on the participation of the Named Executive Officers in these plans and a description of the terms of the plans.
9. Perquisites Program
The Company has a limited perquisites program in which the Named Executive Officers participate.
A perquisites account of up to $5,500 is available to officers at the level of Senior Vice President and above for reimbursement of expenses such as club dues, employee recognition or other miscellaneous expenses. In addition, these officers have available a one-time membership perquisite of up to $10,000.
During his term as President and Chief Executive Officer, Mitchell T.G. Graye received a yearly car lease benefit. Executive Vice Presidents receive a fixed car allowance of $800 per month. Senior Vice Presidents receive a fixed car allowance of $600 per month.
11.2 Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management of the Company and based on such review and discussions, recommends to the Board of Directors that the Compensation and Analysis be included in this Form 10-K.
Compensation Committee Members:
R. J. Orr (Chairman)
M.R. Coutu
A. Desmarais
P. Desmarais, Jr.
P.A. Mahon
T.T. Ryan, Jr.
B.E. Walsh
11.3 Compensation Committee Interlocks and Insider Participation
None.
11.4 Summary Compensation Table
The following table sets out the portion of Robert L. Reynolds’ base salary and annual bonus allocated to the Company for the period May 8, 2014 to December 31, 2014 (See Section 11.1(1) above for further information on this allocation). The table also sets out compensation earned in 2014 by other individuals who (i) served as Chief Executive Officer or Chief Financial Officer of the Company during 2014; and (ii) were the other three most highly compensated executive officers of the Company at December 31, 2014 (collectively, the “Named Executive Officers”).
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(3) | | Stock Awards ($)(4) | | Option Awards ($)(5) | | Non-Equity Incentive Plan Compensation ($)(6) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | | All Other Compensation ($)(8) | | Total ($) |
| Robert L. Reynolds | | 2014 | | 192,419 |
| | — |
| | — |
| | — |
| | 2,429,435 |
| | — |
| | 84,601 |
| | 2,706,455 |
|
| President and | | | | | | | | | | | | | | | | | | |
| Chief Executive Officer | | | | | | | | | | | | | | | | | | |
| Mitchell T.G. Graye (1) | | 2014 | | 528,308 |
| | 400,000 |
| | 729,302 |
| | 554,659 |
| | 757,500 |
| | 126,997 |
| | 147,893 |
| | 3,244,659 |
|
| President and | | 2013 | | 999,615 |
| | — |
| | 706,246 |
| | 558,144 |
| | 1,499,423 |
| | 1,669,624 |
| | 156,956 |
| | 5,590,008 |
|
| Chief Executive Officer | | 2012 | | 969,615 |
| | — |
| | 748,403 |
| | 516,420 |
| | 1,454,423 |
| | 4,354,499 |
| | 154,837 |
| | 8,198,197 |
|
| Louis J. Mannello, Jr.(2) | | 2014 | | 151,635 |
| | — |
| | — |
| | 174,726 |
| | 113,726 |
| | — |
| | 42,980 |
| | 483,067 |
|
| Senior Vice President and | | | | | | | | | | | | | | | | | | |
| Chief Financial Officer | | | | | | | | | | | | | | | | | | |
| Charles P. Nelson | | 2014 | | 697,281 |
| | 500,000 |
| | 302,407 |
| | 192,997 |
| | 871,601 |
| | 701,785 |
| | 80,757 |
| | 3,346,828 |
|
| Executive Vice President, | | 2013 | | 677,373 |
| | — |
| | 285,055 |
| | 194,256 |
| | 674,528 |
| | 8,095 |
| | 80,658 |
| | 1,919,965 |
|
| Empower Retirement | | 2012 | | 659,208 |
| | — |
| | 255,797 |
| | 175,788 |
| | 645,826 |
| | 894,424 |
| | 80,533 |
| | 2,711,576 |
|
| Robert K. Shaw | | 2014 | | 520,988 |
| | 250,000 |
| | 190,571 |
| | 144,866 |
| | 651,236 |
| | 1,598,774 |
| | 21,600 |
| | 3,378,035 |
|
| Executive Vice President, | | 2013 | | 499,177 |
| | — |
| | 192,652 |
| | 143,640 |
| | 449,608 |
| | 340,254 |
| | 21,475 |
| | 1,646,806 |
|
| Individual Markets | | 2012 | | 478,781 |
| | — |
| | 147,084 |
| | 128,592 |
| | 445,266 |
| | 2,064,098 |
| | 21,350 |
| | 3,285,171 |
|
| William S. Harmon | | 2014 | | 411,042 |
| | 19,500 |
| | 128,793 |
| | 83,503 |
| | 321,517 |
| | 335,106 |
| | 19,200 |
| | 1,318,661 |
|
| Senior Vice President, | | 2013 | | 399,292 |
| | — |
| | 144,928 |
| | 83,904 |
| | 274,513 |
| | — |
| | 19,075 |
| | 921,712 |
|
| 401(k)��Standard Markets | | 2012 | | 388,331 |
| | — |
| | 150,216 |
| | 75,924 |
| | 291,248 |
| | 257,873 |
| | 18,760 |
| | 1,182,352 |
|
(1) Mr. Graye retired as President and Chief Executive Officer and principal financial officer of the Company on May 8, 2014.
(2) Mr. Mannello joined the Company as Senior Vice President and Chief Financial Officer on August 11, 2014.
(3) For Messrs. Graye, Nelson and Shaw, these were special bonuses related to the acquisition of J.P. Morgan Retirement Plan Services LLC. Mr. Harmon received a special bonus of $15,000 related to the acquisition of certain retirement business from Federated Retirement Plan Services Company and a special bonus of $4,500 related to the acquisition of J.P. Morgan Retirement Plan Services LLC.
(4) This relates to share units granted under the Executive Share Unit Plan. The amounts are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718.
(5) This relates to Lifeco options granted under the Lifeco Option Plan. The amounts are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For further information, see Note 20 to the Company’s December 31, 2014 Financial Statements contained in Item 8 of this Form 10-K.
(6) For Messrs. Graye, Mannello, Nelson, Shaw and Harmon, these are bonuses earned under the Annual Incentive Bonus Plan.
(7) The change in pension value and nonqualified deferred compensation earnings are as follows:
(a) Mr. Graye had a change in actuarial present value under the Defined Benefit Plan of $126,997 and a change in actuarial present value under the SERP of negative $8,103,803.
(b) Mr. Nelson had a change in actuarial present value under the Defined Benefit Plan of $389,429, a change in actuarial present value under the SERP of $304,066 and above market earnings under the EDCP of $8,290. For
each of the Named Executive Officers participating in the EDCP, above average earnings equaled total earnings less 3.288% of total earnings (3.288% being 120% of the applicable federal long-term rate at December 31, 2014).
(c) Mr. Shaw had a change in actuarial present value under the Defined Benefit Plan of $393,256, a change in actuarial present value under the SERP of $1,192,501 and above market earnings under the EDCP of $13,017.
(d) Mr. Harmon had a change in actuarial present value under the Defined Benefit Plan of $335,106.
(8) The components of other compensation for each of the Named Executive Officers are as follows:
(a) Mr. Reynolds received $84,601 in respect of directors’ fees.
(b) Mr. Graye received (i) a car lease benefit of $4,550; (ii) a perquisites account reimbursement of $5,000; (iii) a 401(k) Plan employer contribution of $6,500; (iv) $51,869 in respect of directors’ fees; (v) a $58,270 payment for unused paid absence leave; and (vi) $21,704 for reimbursement of commuting expenses.
(c) Mr. Mannello received (i) a car allowance of $2,400; (ii) a perquisites account reimbursement of $450; (iii) $12,272 for reimbursement of commuting expenses; and (iv) $27,858 for reimbursement of relocation expenses.
(d) Mr. Nelson received (i) a housing benefit of $59,183 (determined by calculating a lost investment return on the money used by the Company to contribute toward the purchase of a house for use by Mr. Nelson equal to the 30-year agency mortgage backed security rate of 6.07% in effect on June 9, 2008, the purchase date, less a 35% corporate tax rate on income earned); (ii) a car allowance of $9,600; (iii) a perquisites account reimbursement of $5,474; and (iv) a 401(k) Plan employer contribution of $6,500.
(e) Mr. Shaw received (i) a car allowance of $9,600; (ii) a perquisites account reimbursement of $5,500; and (iii) a 401(k) Plan employer contribution of $6,500.
(f) Mr. Harmon received (i) a car allowance of $7,200; (ii) a perquisites account reimbursement of $5,500; and (iii) a 401(k) plan employer contribution of $6,500.
11.5 Grants of Plan-Based Awards for 2014
1. Table
The following table sets out information with respect to grants to the Named Executive Officers under the Annual Incentive Bonus Plan, Executive Share Unit Plan and Lifeco Option Plan.
|
| | | | | | | | | | | | | | | | | | | | | |
| Name | | Thresholds ($) | | Target ($) | | Maximum ($) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | | All Other Option Awards: Number of Securities Underlying Options (#)(2) | | Exercise or Base Price of Option Awards ($/Share)(3) | | Grant Date Fair Value of Stock and Option Awards ($) |
| M.T.G. Graye | | — |
| | 528,308 |
| | 792,462 |
| | 25,074 |
| | 100,300 |
| | 28.18 |
| | 1,283,961 |
|
| L.J. Mannello | | — |
| | 113,726 |
| | 142,158 |
| | — |
| | 31,100 |
| | 28.60 |
| | 175,093 |
|
| C.P. Nelson | | — |
| | 697,281 |
| | 871,601 |
| | 10,397 |
| | 34,900 |
| | 28.18 |
| | 495,404 |
|
| R.K. Shaw | | — |
| | 520,988 |
| | 651,236 |
| | 6,552 |
| | 26,200 |
| | 28.18 |
| | 335,437 |
|
| W.S. Harmon | | — |
| | 308,282 |
| | 385,352 |
| | 4,428 |
| | 15,100 |
| | 28.18 |
| | 212,296 |
|
(1) These are Executive Share Units granted under the Executive Share Unit Plan. The grant date was January 1, 2014. The Company’s Compensation Committee approved the grants on February 11, 2014.
(2) These are Lifeco options granted under the Lifeco Option Plan. The grant date was March 1, 2014. The Lifeco Compensation Committee approved the grants on February 11, 2014.
(3) Lifeco options are issued with an exercise price in Canadian dollars, which have been translated to U.S. dollars at 1.00/1.105 which was Lifeco’s average rate for the year (the “Conversion Rate”).
2. Narrative Description of the Annual Incentive Bonus Plan
Under the Annual Incentive Bonus Plan, bonus opportunity is expressed as a percentage of base salary and varies by office. For individuals promoted during the year, the bonus opportunity for the year is prorated based on the different percentages applicable to the two positions held. Bonus amounts are established against each target or objective. Lower bonus amounts may be earned by Executive Vice Presidents and Senior Vice Presidents on partial achievement of bonus objectives.
For 2014:
(i) Mr. Graye had an opportunity to earn 100% of base salary earned in 2014 if earnings targets were met and up to 150% of base salary if earnings targets were exceeded by specified amounts;
(ii) Mr. Mannello was guaranteed a bonus payment equal to 75% of base salary earned in 2014;
(iii) Mr. Nelson had an opportunity to earn up to 100% of base salary earned in 2014 if certain earnings, expense, sales and individual objectives were met, and an additional 25% of base salary on a discretionary basis;
(iv) Mr. Shaw had an opportunity to earn up to 100% of base salary earned in 2014 if certain earnings, expense, sales and individual objectives were met, and an additional 25% of base salary on a discretionary basis; and
(v) Mr. Harmon had an opportunity to earn up to 75% of base salary earned in 2014 if certain earnings, expenses, sales and individual objectives were met, and an additional 18.75% of base salary on a discretionary basis.
3. Narrative Description of the Executive Share Unit Plan
Under the Executive Share Unit Plan, notional share units (“Executive Share Units”) may be granted to the Named Executive Officers by the Compensation Committee. The value of an Executive Share Unit on a grant date is based on the average closing price of Lifeco common shares on the Toronto Stock Exchange for the preceding 20 days (the “Market Value”).
The number of Executive Share Units granted is generally related to the base salaries of the Named Executive Officers. Each grant of Executive Share Units has a three year vesting period during which certain conditions (including continued employment) must be satisfied.
The number of Executive Share Units granted is increased during the three year vesting period based on dividends declared on Lifeco common shares, and may be increased or decreased based on business segment performance results.
Subject to satisfaction of the vesting conditions, the Executive Share Units becomes payable in cash during the fourth year following the date of the award, at the Market Value as of the vesting date.
4. Narrative Description of the Lifeco Option Plan
Under the Lifeco Option Plan, the Lifeco Compensation Committee sets the exercise price of the options but under no circumstances can it be less than the weighted average trading price per Lifeco common share on the Toronto Stock Exchange for the five trading days preceding the date of the grant.
Options are either regular options or contingent options. Regular options are generally granted in multi-year allotments. Regular options become exercisable at the rate of 20% per year commencing one year after the date of the grant, except that grants made during the period February 2007 to February 2009 became exercisable over a seven and one-half year period commencing one year after the date of the grant at a rate of 4%, 8%, 14.66%, 14.66%, 14.66%, 14.66%, and 14.66% per year, with the final 14.66% becoming exercisable six months later. Contingent options do not become exercisable unless and until conditions prescribed by the Lifeco Compensation Committee have been satisfied.
Options generally expire ten years after the date of the grant, except that if options would otherwise expire during a blackout period or within ten business days of the end of a blackout period, the expiry date for the options is extended to the tenth business day after the expiry date of the blackout period.
In the event of the death of a participant or the termination of a participant’s employment, then the period within which the options may be exercised is generally reduced depending on the circumstances surrounding the death or termination of employment. Options are not assignable by participants otherwise than by will or pursuant to the laws of succession. Lifeco does not provide any financial assistance to participants to facilitate the purchase of common shares under the Lifeco Option Plan. Subject to any regulatory or shareholder approval required by law, the Lifeco Board of Directors may amend the Lifeco Option Plan or the terms of a grant.
11.6 Outstanding Equity Awards at 2014 Fiscal Year End
The following table sets out Lifeco options held by the Named Executive Officers under the Lifeco Option Plan, and Executive Share Units held by the Named Executive Officers under the Executive Share Unit Plan, as of December 31, 2014.
|
| | | | | | | | | | | | | | |
| | | Option Awards | | Stock awards |
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($)(8) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(11) |
| M.T.G. Graye | | 280,000 | | — | | 27.00 |
| | December 13, 2015 | | 33,179 | (9) | 1,008,582 |
|
| | | 275,000 | | — | | 28.29 |
| | May 12, 2018 | | 26,075 | (10) | 792,633 |
|
| | | 105,900 | | — | | 24.58 |
| | June 30, 2019 | | | | |
|
| | | 151,000 | | — | | 20.96 |
| | June 30, 2019 | | | | |
|
| | | 122,400 | | — | | 24.55 |
| | June 30, 2019 | | | | |
|
| | | 100,300 | | — | | 28.18 |
| | June 30, 2019 | | | | |
| L.J. Mannello | | — | | 31,100 | (7) | 28.60 |
| | August 17, 2024 | | | | |
| C.P. Nelson | | 110,000 | | — | | 33.69 |
| | February 28, 2017 | | 13,392 | (9) | 407,093 |
|
| | | 77,732 | | 32,268 | (1) | 25.88 |
| | March 24, 2018 | | 10,812 | (10) | 328,665 |
|
| | | 22,320 | | 14,880 | (3) | 24.58 |
| | February 28, 2021 | | | | |
|
| | | 20,560 | | 30,840 | (4) | 20.96 |
| | February 28, 2022 | | | | |
|
| | | 8,520 | | 34,080 | (5) | 24.55 |
| | February 28, 2023 | | | | |
|
| | | — | | 34,900 | (6) | 28.18 |
| | February 29, 2024 | | | | |
| R.K. Shaw | | 41,120 | | 10,280 | (2) | 24.56 |
| | February 29, 2020 | | 9,051 | (9) | 275,134 |
|
| | | 15,960 | | 10,640 | (3) | 24.58 |
| | February 28, 2021 | | 6,814 | (10) | 207,133 |
|
| | | 15,040 | | 22,560 | (4) | 20.96 |
| | February 28, 2022 | | | | |
|
| | | 6,300 | | 25,200 | (5) | 24.55 |
| | February 28, 2023 | | | | |
|
| | | — | | 26,200 | (6) | 28.18 |
| | February 29, 2024 | | | | |
| W.S. Harmon | | 6,320 | | 1,580 | (2) | 24.56 |
| | February 29, 2020 | | 6,809 | (9) | 206,981 |
|
| | | 4,800 | | 3,200 | (3) | 24.58 |
| | February 28, 2021 | | 4,605 | (10) | 139,984 |
|
| | | 8,880 | | 13,320 | (4) | 20.96 |
| | February 28, 2022 | | | | |
|
| | | 3,680 | | 14,720 | (5) | 24.55 |
| | February 28, 2023 | | | | |
|
| | | — | | 15,100 | (6) | 28.18 |
| | February 29, 2024 | | | | |
(1) These options vest as follows: 16,133 on March 25, 2015 and 16,135 on September 25, 2015.
(2) These options vest 20% of the total grant on March 1, 2015.
(3) These options vest 20% of the total grant on each of March 1, 2015 and 2016.
(4) These options vest 20% of the total grant on each of March 1, 2015, 2016, and 2017.
(5) These options vest 20% of the total grant on each of March 1, 2015, 2016, 2017 and 2018.
(6) These options vest 20% of the total grant on each of March 1, 2015, 2016, 2017, 2018 and 2019.
(7) These options vest 20% of the total grant on each of August 18, 2015, 2016, 2017, 2018 and 2019.
(8) Lifeco options are issued with an exercise price in Canadian dollars, which have been translated to U.S. dollars at the Conversion Rate.
(9) These Executive Share Unit grants vest on December 31, 2015.
(10) These Executive Share Unit grants vest on December 31, 2016.
(11) The market value of Executive Share Units held as of December 31, 2014 is based on the year-end closing price of Lifeco common shares on the Toronto Stock Exchange, translated into U.S. dollars at the Conversion Rate.
11.7 Option Exercises and Stock Vested for 2014
The following table sets out Lifeco options exercised by, and Executive Share Units vested for, the Named Executive Officers in 2014.
|
| | | | | | | | | | | | |
| | | Option Awards | | Stock Awards |
| | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Aquired on Vesting (#) | | Value Realized on Vesting ($) |
| M.T.G. Graye | | — |
| | — |
| | 44,308 |
| | 1,266,769 |
|
| C.P. Nelson | | — |
| | — |
| | 15,341 |
| | 438,598 |
|
| R.K. Shaw | | — |
| | — |
| | 8,821 |
| | 252,195 |
|
| W.S. Harmon | | — |
| | — |
| | 9,090 |
| | 257,565 |
|
11.8 Pension Benefits for 2014
1. Table
The following table sets out information with respect to the participation of the Named Executive Officers in the Defined Benefit Plan and the SERP.
|
| | | | | | | | | | |
| Name | | Plan Name | | Number of Years of Credited Service | | Present Value of Accumulated Benefit ($) (1) | | Payments During Last Fiscal Year ($) |
| M.T.G. Graye | | Defined Benefit Plan | | 22 | | 730,028 |
| | 24,035 |
|
| | | SERP | | 22 | | — |
| | 13,424,490 |
|
| C.P. Nelson | | Defined Benefit Plan | | 32 | | 1,495,780 |
| | — |
|
| | | SERP | | 32 | | 2,248,619 |
| | — |
|
| R.K. Shaw | | Defined Benefit Plan | | 37 | | 1,883,584 |
| | — |
|
| | | SERP | | 37 | | 4,105,255 |
| | — |
|
| W.S. Harmon | | Defined Benefit Plan | | 28 | | 1,066,596 |
| | — |
|
(1) The amounts shown in the table are calculated according to the terms of the plans based on age and years of service as of December 31, 2014. These amounts are based on pay through December 31, 2014. The present value of accumulated benefit under the plans equals the actuarial present value of the annuity earned as of December 31, 2014, payable at age 65 for the Defined Benefit Plan and age 62 for the SERP, discounted to December 31, 2014 at the applicable discount rate for December 31, 2014. Benefits calculated under the SERP are the termination benefit.
2. Narrative Description of the Defined Pension Plan
The Defined Benefit Plan is designed to provide regular income at retirement to eligible employees. In general, an eligible employee is any employee hired prior to January 1, 1999. Participants in the Defined Benefit Plan are entitled to benefits at age 65 if they have 5 or more years of service.
The benefit formula for participants hired before January 1, 1992 is 1.5% for each of the first 30 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each of the next 5 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each year of service to retirement up to a maximum of 35 years multiplied by the participant’s average annual compensation minus the covered compensation amount (as determined by the IRS). If a participant made required or voluntary contributions to the Defined Benefit Plan prior to July 1, 1979, the participant’s benefit is increased to reflect these contributions and interest accrued thereon, so long as the employee contributions plus interest have not been withdrawn in a lump sum.
The benefit formula for participants hired on and after January 1, 1992 is 1.0% for each of the first 30 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each of the next 5 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each year of service to retirement up to a maximum of 35 years multiplied by the participant’s average annual compensation minus the covered compensation amount (as determined by the IRS).
Average annual compensation is the highest average of compensation paid during 5 consecutive years of service out of the last 7 years of service.
Participants who have terminated service prior to age 65 and who have at least 5 years of service may begin receiving benefits as early as age 55. Benefits that begin prior to age 65 are reduced by approximately 5% for each year prior to age 65.
The normal form of benefit for a married participant is a joint and 50% survivor annuity. The normal form of benefit for an unmarried participant is a life only annuity. Other optional forms of pension payment are available on an actuarially equivalent basis.
3. Narrative Description of the SERP
The SERP is designed to provide retirement benefits to certain key executive officers who are subject to qualified plan compensation limits. At the Company’s discretion, executive officers may be designated to participate in the SERP. Participants in the SERP are generally entitled to benefits if they have 15 or more years of service.
The following describes the retirement benefit amount under the SERP based on age at the time of separation of service.
(1) For participants who separate from service at or after age 62, the normal retirement benefit is equal to 60% of final average compensation if the participant has 30 years of service. The benefit is prorated for less than 30 years of service. Final average compensation is the average of the highest 60 consecutive months of compensation during the last 84 months of employment. Compensation includes salary, bonuses and commissions prior to any deferrals to other benefit plans. Benefits are offset by benefits under the Defined Benefit Plan and 50% of estimated social security benefits as of retirement.
(2) For participants who separate from service between ages 57 and 62, the early retirement benefit is calculated by reducing the bonus used in determining final average compensation by 5/6% for each month prior to age 62 and by further reducing the early retirement benefit by 5/12% for each month prior to age 62. Benefits are offset by benefits under the Defined Benefit Plan and 50% of estimated social security benefits as of age 62.
(3) For participants who separate from service prior to age 57, the termination benefit is equal to 60% of final average salary if the participant has 30 years of service. The benefit is prorated for less than 30 years of service. If the participant has less than 35 years of service, the termination benefit is also reduced by 5% for each of the first three years of service below 35. Final average salary is the average of the highest 60 consecutive months of salary during the last 84 months of employment. Salary includes deferrals of any salary to other benefit plans. Benefits are offset by benefits under the Defined Benefit Plan and 50% of estimated social security benefits payable as of age 62.
Payments under the normal retirement benefit and the early retirement benefit commence upon retirement. Payments under the termination benefit commence at age 62.
The normal form of benefit under the SERP is a life only annuity. Other optional forms of payment are available on an actuarially equivalent basis.
11.9 Nonqualified Deferred Compensation for 2014
1. Table
The following table sets out information with respect to the participation of the Named Executive Officers in the NQDCP and/or EDCP.
|
| | | | | | | | | | | | | | |
| Name | | Plan Name | | Executive Contributions in Last Fiscal Year ($)(1) | | Aggregate Earnings in Last Fiscal Year ($) | | Aggregate Withdrawls or Distributions ($) | | Aggregate Balance at Last Fiscal Year End ($) |
| C.P. Nelson | | EDCP | | — |
| | 23,648 |
| | — |
| | 491,447 |
|
| R.K. Shaw | | NQDCP | | — |
| | 34,000 |
| | — |
| | 466,603 |
|
| | | EDCP | | 93,491 |
| | 37,352 |
| | — |
| | 796,610 |
|
(1) Amounts contributed are included in the Salary column of the Summary Compensation Table.
2. Narrative Description of the Nonqualified Deferred Compensation Plan and Executive Deferred Compensation Plan
All officers and certain senior employees of the Company, and others at the discretion of the Company, are eligible to participate in the NQDCP. At the Company’s discretion, executive officers may be designated to participate in the EDCP.
Under the NQDCP and EDCP, a participant may defer (i) a minimum of the greater of $2,500 or 5% of base salary (including sales related compensation under the NQDCP) and a maximum of 90% of base salary; and (ii) a minimum of 5% and a maximum of 90% of bonus.
Under the NQDCP, participants specify one or more investment preferences in which deferrals are deemed to be invested. Participant accounts are adjusted for interest, earnings or losses equal to the actual results of the deemed investment(s). Under the EDCP, participant deferrals earn an interest rate equal to the Moody’s Average Annual Corporate Bond Index rate plus .45% for active participants and fixed rates ranging from 6.37% to 7.91% for participants receiving benefits.
Amounts deferred under both plans and the earnings from the plans are distributed to a participant upon termination of employment, if not distributed earlier. Amounts distributed under the plans are generally paid in either a lump sum or installments over 3, 5, 10 or 15 years at the election of the participant.
Following a change in control of the Company, the Board of Directors may terminate one or both plans in its discretion and pay all amounts due under a terminated plan to participants. Certain payments following termination of employment or after a change in control may be delayed to comply with requirements under the Internal Revenue Code.
11.10 Compensation of Company Directors for 2014
1. Table
The Company compensates Directors who are not also Directors of Lifeco or Great-West Life (“Company Directors”). The following sets out compensation earned in 2014 by the Company Directors.
|
| | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | All Other Compensation ($)(3) | | Total ($) |
| J.L. Bernbach | | 74,000 |
| | 50,000 |
| | 156 |
| | 124,156 |
|
| M.T.G. Graye | | 34,895 |
| | 16,896 |
| | 78 |
| | 51,869 |
|
| A. Louvel | | 91,000 |
| | 50,000 |
| | 156 |
| | 141,156 |
|
| J.E.A. Nickerson | | 85,000 |
| | 50,000 |
| | 156 |
| | 135,156 |
|
| R.L. Reynolds | | 51,242 |
| | 33,242 |
| | 117 |
| | 84,601 |
|
(1) Messrs. Bernbach, Louvel, Nickerson and Reynolds received their payment in cash. Mr. Graye received his payment in Deferred Share Units under the voluntary component of the Company’s Director Deferred Share Unit Plan (“DSUP”). The value for these Deferred Share Units is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
(2) These amounts represent Deferred Share Units granted under the mandatory component of the DSUP. The value for these Deferred Share Units is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
As of December 31, 2014, Mr. Bernbach held 19,377 Deferred Share Units, Mr. Graye held 38,516 Deferred Share Units, Mr. Louvel held 19,179 Deferred Share Units, Mr. Nickerson held 23,601 Deferred Share Units and Mr. Reynolds held 1,157 Deferred Share Units.
(3) These amounts are life insurance premiums paid under the Great-West Life Director’s Group Life Insurance Plan.
2. Narrative Description of Company Director Compensation
The Company pays Company Directors an annual retainer fee in the amount of $100,000. $50,000 of this retainer is paid in Deferred Share Units under the mandatory component of the DSUP. The remaining $50,000 is available in cash.
A Company Director serving on the Audit Committee receives an additional retainer fee in the amount of $3,000. The Company pays each Company Director a meeting fee in the amount of $2,000 for each meeting of the Board of Directors or a committee thereof attended.
At their option, in lieu of cash payments, Company Directors may receive additional Deferred Share Units for 50% or 100% of the cash payments under the voluntary component of the DSUP.
Under both the mandatory and voluntary components of the DSUP the number of Deferred Share Units granted is determined by dividing the amount of remuneration payable to the Company Director by the weighted average Canadian dollar trading price per Lifeco common share on the Toronto Stock Exchange for the last five trading days of the preceding fiscal quarter (such weighted average trading price being the “value of a Deferred Share Unit”). Directors receive additional Deferred Share Units in respect of dividends payable on the common shares based on the value of a Deferred Share Unit at that time.
Deferred Share Units are redeemable at the time that an individual ceases to be a Director by a lump sum cash payment, based on the value of the Deferred Share Units on the date of redemption.
Item 11.11 Compensation Policies and Risk Management
The Company has evaluated its compensation policies and practices applicable to all employees and believes that they do not create risks that are reasonably likely to have a material adverse effect on the Company.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
12.1 Security Ownership of Certain Beneficial Owners
Set forth below is certain information, as of January 1, 2015, concerning beneficial ownership of the voting securities of the Company by entities and persons who beneficially own more than 5% of the voting securities of the Company. The determinations of “beneficial ownership” of voting securities are based upon Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This rule provides that securities will be deemed to be “beneficially owned” where a person has, either solely or in conjunction with others, (1) the power to vote or to direct the voting of securities and/or the power to dispose or to direct the disposition of the securities or (2) the right to acquire any such power within 60 days after the date such “beneficial ownership” is determined.
(1) 100% of the Company’s 7,032,000 outstanding common shares are owned by GWL&A Financial Inc., 8515 East Orchard Road, Greenwood Village, Colorado 80111.
(2) 100% of the outstanding common shares of GWL&A Financial Inc. are owned by Great-West Lifeco U.S. Inc., 8515 East Orchard Road, Greenwood Village, Colorado 80111.
(3) 100% of the outstanding common shares of Great-West Lifeco U.S. Inc. are owned by Great-West Financial (Nova Scotia) Co., Suite 800, 1959 Upper Water Street, Halifax, Nova Scotia, Canada B3J 2X2.
(4) 100% of the outstanding common shares of Great-West Financial (Nova Scotia) Co. are owned by Great-West Financial (Canada) Inc., 100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5.
(5) 100% of the outstanding common shares of Great-West Financial (Canada) Inc. are owned by Great-West Lifeco Inc., 100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5.
(6) 71% of the outstanding common shares of Great-West Lifeco Inc. are controlled, directly or indirectly, by Power Financial Corporation, 751 Victoria Square, Montréal, Québec, Canada H2Y 2J3, representing approximately 65% of the voting rights attached to all outstanding voting shares of Great-West Lifeco Inc.
(7) 65.73% of the outstanding common shares of Power Financial Corporation are owned by 171263 Canada Inc., 751 Victoria Square, Montréal, Québec, Canada H2Y 2J3.
(8) 100% of the outstanding common shares of 171263 Canada Inc. are owned by Power Corporation of Canada, 751 Victoria Square, Montréal, Québec, Canada H2Y 2J3.
(9) The Desmarais Family Residuary Trust, c/o San Palo Investments Corporation, 759 Victoria Square, Suite 520, Montréal, Québec, Canada H2Y 2J7, directly and through a group of private holding companies which it controls, has voting control of Power Corporation of Canada.
As a result of the chain of ownership described in paragraphs (1) through (9) above, each of the entities and persons listed in paragraphs (1) through (9) would be considered under Rule 13d-3 of the Exchange Act to be a “beneficial owner” of 100% of the outstanding voting securities of the Company.
12.2 Security Ownership of Management
The following tables set out the number of equity securities and exercisable options for equity securities of the Company or any of its parents or subsidiaries, beneficially owned, as of January 1, 2015, by (i) the directors of the Company (ii) the Named Executive Officers and (iii) the directors and executive officers of the Company as a group.
|
| | | | | | |
| Directors | | Great-West Lifeco Inc. (1) | | Power Financial Corporation (2) | | Power Corporation of Canada (3) |
| J.L. Bernbach | | — | | — | | — |
| M.R. Coutu | | 10,000 | | — | | — |
| A. Desmarais | | 350,000 | | 43,200 | | 836,818 2,206,950 options |
| O. Desmarais | | 1,013 | | — | | 1,011 |
| P. Desmarais, Jr. | | 100,000 | | — | | 76,045 2,206,950 options |
| P. Desmarais III | | — | | — | | 45 |
| A. Louvel | | — | | — | | — |
| P.A. Mahon | | 135,663 | | — | | — |
| J.E.A. Nickerson | | 20,000 | | 40,000 | | 40,000 |
| R.J. Orr | | 20,000 | | 400,400 3,684,341 options | | — |
| M. Plessis-Bélair | | 40,000 | | 6,000 | | 240,426 209,975 options |
| R.L. Reynolds | | — | | — | | — |
| H.P. Rousseau | | 2,800 | | 5,400 | | 14,067 685,715 options |
| R. Royer | | 15,000 | | 174,000 | | — |
| T. Timothy Ryan, Jr. | | — | | — | | — |
| J.J. Selitto | | — | | — | | — |
| G.D. Tretiak | | — | | — | | 7,456 |
| B.E. Walsh | | — | | — | | — |
|
| | | | | | |
Named Executive Officers | | Great-West Lifeco Inc. (1) | | Power Financial Corporation (2) | | Power Corporation of Canada (3) |
| R.L. Reynolds | | — | | — | | — |
| L.J. Mannello, Jr. | | — | | — | | — |
| C.P. Nelson | | 29,063 239,132 options | | — | | — |
| R.K. Shaw | | 3,568 78,420 options | | — | | — |
| W.S. Harmon | | 2,777 23,680 options | | — | | — |
|
| | | | | | |
| Directors and Executive Officers as a Group | | Great-West Lifeco Inc. (1) | | Power Financial Corporation (2) | | Power Corporation of Canada (3) |
| | | 835,524 341,235 options | | 669,000 3,684,341 options | | 1,215,868 5,309,590 options |
(1) All holdings are common shares, or where indicated, preferred shares or exercisable options for common shares of Great-West Lifeco Inc.
(2) All holdings are common shares, or where indicated, exercisable options for common shares of Power Financial Corporation.
(3) All holdings are subordinate voting shares, or where indicated, exercisable options for subordinate voting shares of Power Corporation of Canada.
The number of subordinate voting shares and exercisable options for subordinate voting shares of Power Corporation of Canada held by the directors and executive officers as a group represents 1.5% of the total number of subordinate voting shares and exercisable options for subordinate voting shares of Power Corporation of Canada outstanding.
None of the remaining holdings set out above exceeds 1% of the total number of shares and exercisable options for shares of the class outstanding.
Item 13.
Transactions with Related Persons, Promoters and Certain Control Persons
(a) There are no transactions to report.
(b) The Company’s Board of Directors has a Conduct Review Committee which acts pursuant to a written Charter and procedures (together, the “procedures”). Messrs. Bernbach and Louvel serve on the Conduct Review Committee.
The Conduct Review Committee, in accordance with the procedures, considers and approves transactions between the Company or its subsidiaries and (i) the directors and senior officers of the Company or its affiliates, including their spouses and minor children; (ii) its affiliates; and (iii) companies controlled by a director or senior officer of the Company or its affiliates, or their spouses or minor children. Control and affiliation is defined as a 10% voting interest or 25% ownership interest, but does not include subsidiaries of the Company.
Among other criteria, the Conduct Review Committee considers whether such transactions were on market terms and conditions, including interest rates and fees, as those prevailing at the time for comparable transactions with third parties. Such review also considers the Company’s established conflict of interest guidelines with respect to the transaction, as set forth in the Company’s Code.
There were no reportable related party transactions during the Registrant’s most recently completed fiscal year where the aforementioned procedures did not require review, approval or ratification or where the procedures were not followed.
Item 14.
Principal Accounting Fees and Services
14.1 Principal Accounting Fees
For the years ended December 31, 2014 and 2013, professional services were performed by Deloitte & Touche LLP (“D&T”). The total fees for these services were $9,222,800 and $7,334,000 for the years ended December 31, 2014 and 2013, respectively, and were composed of the following:
Audit fees - The aggregate fees billed for the audit of the Company’s and its subsidiaries’ annual financial statements for the fiscal years ended December 31, 2014 and 2013, and for the review of the financial statements included in the Company’s quarterly reports on Form 10-Q, were $8,320,700 and $6,522,400, respectively.
Audit related fees - The aggregate fees billed for audit related services for the fiscal years ended December 31, 2014 and 2013 were $897,300 and $811,600, respectively. These services included Statement on Standards for Attestation Engagements No. 16, Reporting on Controls at a Service Organization internal control reports and audits of the Company’s employee benefit plans.
Tax fees - The aggregate fees billed for tax services for the fiscal years ended December 31, 2014 and 2013 were $4,800 and $0, respectively.
All other fees - The aggregate fees for services not included above were $0 for the years ended December 31, 2014 and 2013, respectively.
14.2 Pre-approval Policies and Procedures
The Audit Committee pre-approves all services, including both audit and non-audit services, provided by D&T. Each year, the Audit Committee receives a schedule of the audit, audit-related and tax services that it is asked to approve for the year before D&T may be engaged.
None of the services described in this Item 14 were approved by the Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, the de minimis safe harbor exemption from pre-approval requirements. The amount of hours expended on D&T’s audit of the Company’s financial statements for 2014 attributable to work performed by persons other than D&T’s full-time, permanent employees was less than 50%.
Part IV
Item 15.
Exhibits and Financial Statement Schedules
The documents identified below are filed as a part of this report:
15.1 Index to Financial Statements
All other schedules and separate financial statements of the Registrant are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto.
15.2 Index to Exhibits
|
| | |
| Exhibit Number | Title | Page |
| 3(i) | Amended and Restated Articles of Incorporation of Great-West Life & Annuity Insurance Company Filed as Exhibit 3(i) to Registrant’s Form 10-K for the year ended December 31, 2006 | |
| 3(ii) | Bylaws of Great-West Life & Annuity Insurance Company Filed as Exhibit 3(ii) to Registrant’s Form 10-K for the year ended December 31, 2006 | |
| 10 | Material Contracts | |
|
| |
| 10.1 | Great-West Lifeco Inc. Stock Option Plan filed as Exhibit 10.1 to Registrant’s Form 10-K for the year ended December 31, 2013 and incorporated herein by reference |
| 10.2 | Supplemental Executive Retirement Plan Filed as Exhibit 10.2 to Registrant’s Form 10-K for the year ended December 31, 2009 and incorporated herein by reference |
| 10.3 | Executive Deferred Compensation Plan Filed as Exhibit 10.3 to Registrant’s Form 10-K for the year ended December 31, 2009 and incorporated herein by reference |
| 10.4 | Deferred Share Unit Plan Filed as Exhibit 10.4 to Registrant’s Form 10-K for the year ended December 31, 2009 and incorporated herein by reference |
| 10.5 | Executive Long-Term Disability Plan Filed as Exhibit 10.5 to Registrant’s Form 10-K for the year ended December 31, 2002 and incorporated herein by reference |
| 10.6 | Nonqualified Deferred Compensation Plan Filed as Exhibit 10.6 to Registrant’s Form 10-K for the year ended December 31, 2009; amended by filing on Form 10-Q as Exhibit 10.6 for the period ending March 31, 2012 and incorporated herein by reference |
| 10.7 | Asset and Stock Purchase Agreement Filed as Exhibit 99.9 by way of a Form 8-K dated December 6, 1997 and incorporated herein by reference |
| 10.8 | Asset and Stock Purchase Agreement Filed as Exhibit 99.9 by way of a Form 8-K dated November 26, 2007 and incorporated herein by reference |
| 10.9 | Share Unit Plan effective January 1, 2011 Filed as Exhibit 10.9 to Registrant’s Form 10-K for the year ended December 31, 2010 and incorporated herein by reference |
| 21 | Subsidiaries of Great-West Life & Annuity Insurance Company filed herewith |
|
| |
| 24 | Directors’ Power of Attorney filed herewith; and filed as Exhibit 24 to Registrant’s Form 10-K for the year ended December 31, 2011 and incorporated herein by reference |
| 31.1 | Section 302 Certification of the Chief Executive Officer filed herewith |
| 31.2 | Section 302 Certification of the Chief Financial Officer filed herewith |
| 32 | Section 906 Certification of the Chief Executive Officer and Chief Financial Officer filed herewith |
| 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 |
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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
|
| | |
| /s/ | Robert L. Reynolds | |
| | Robert L. Reynolds | |
| | President and Chief Executive Officer | |
Date: February 27, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
| | |
| | Signature and Title | Date |
| | | |
| /s/ | Robert L. Reynolds | February 27, 2015 |
| | Robert L. Reynolds | |
| | President and Chief Executive Officer | |
| | and a Director | |
| | | |
| /s/ | Louis J. Mannello, Jr. | February 27, 2015 |
| | Louis J. Mannello, Jr. | |
| | Senior Vice President, Chief Financial Officer and Principal Accounting Officer
| |
| | | |
| /s/ | John L. Bernbach * | February 27, 2015 |
| | John L. Bernbach, Director | |
| | | |
| /s/ | Marcel R. Coutu * | February 27, 2015 |
| | Marcel R. Coutu, Director | |
| | | |
| /s/ | André Desmarais * | February 27, 2015 |
| | André Desmarais, Director | |
| | | |
| /s/ | Olivier Desmarais * | February 27, 2015 |
| | Olivier Desmarais, Director | |
|
| | |
| | Signature and Title | Date |
| | | |
| /s/ | Paul Desmarais, Jr. * | February 27, 2015 |
| | Paul Desmarais, Jr., Director | |
| | | |
| /s/ | Paul Desmarais, III * | February 27, 2015 |
| | Paul Desmarais, III, Director | |
| | | |
| /s/ | Alain Louvel * | February 27, 2015 |
| | Alain Louvel, Director | |
| | | |
| /s/ | Paul A. Mahon* | February 27, 2015 |
| | Paul A. Mahon, Director | |
| | | |
| /s/ | Jerry E.A. Nickerson * | February 27, 2015 |
| | Jerry E.A. Nickerson, Director | |
| | | |
| /s/ | R. Jeffrey Orr * | February 27, 2015 |
| | R. Jeffrey Orr, Chairman of the Board | |
| | | |
| /s/ | Michel Plessis-Bélair * | February 27, 2015 |
| | Michel Plessis-Bélair, Director | |
| | | |
| /s/ | Henri-Paul Rousseau * | February 27, 2015 |
| | Henri-Paul Rousseau, Director | |
| | | |
| /s/ | Raymond Royer * | February 27, 2015 |
| | Raymond Royer, Director | |
| | | |
| /s/ | T. Timothy Ryan, Jr. * | February 27, 2015 |
| | T. Timothy Ryan, Jr., Director | |
| | | |
| /s/ | Jerome J. Selitto * | February 27, 2015 |
| | Jerome J. Selitto, Director * | |
| | | |
| /s/ | Gregory D. Tretiak * | February 27, 2015 |
| | Gregory D. Tretiak, Director | |
| | | |
| /s/ | Brian E. Walsh * | February 27, 2015 |
| | Brian E. Walsh, Director | |
| | | |
| | | |
| * By: | /s/ Richard G. Schultz | February 27, 2015 |
| | Richard G. Schultz | |
| | Attorney-in-fact pursuant to filed Power of Attorney | |
