UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 25, 1999
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OR
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| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____
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Commission file number 0-23375
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GE Financial Assurance Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 54-1829180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6604 West Broad Street, Richmond, Virginia 23230
(Address of principal executive offices) (Zip Code)
(804) 281-6000
(Registrant's telephone number, including area code)
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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
At November 8, 1999, 1,000 shares of common stock with a par value of $1.00 were
outstanding.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE
FORMAT.
TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION.
Item 1. Financial Statements ....................................................................... 1
Item 2. Management's Discussion and Analysis of Results of Operations .............................. 7
Exhibit 12. Computation of Ratio of Earnings to Fixed Charges .......................................... 10
PART II - OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K ........................................................... 11
Signatures ............................................................................................... 12
Index to Exhibits ........................................................................................ 13
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES
Condensed, Consolidated Statement of Current and Retained Earnings
(Unaudited)
Three Months Ended Nine Months Ended
--------------------------- -------------------------------
(In millions) September September September September
25, 26, 25, 26,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Revenues:
Net investment income $ 787 $ 710 $ 2,310 $ 2,166
Net realized investment gains 21 44 78 72
Premiums 896 806 2,577 2,317
Policy fees and other income 203 119 443 347
----------- ----------- ----------- -----------
Total revenues 1,907 1,679 5,408 4,902
----------- ----------- ----------- -----------
Benefits and expenses:
Interest credited 328 319 959 951
Benefits and other changes in policy reserves 903 815 2,562 2,363
Commissions 241 125 587 372
General expenses 351 234 903 691
Amortization of intangibles, net 94 76 235 218
Change in deferred acquisition costs, net (236) (122) (542) (323)
Interest expense 24 28 70 68
----------- ----------- ----------- -----------
Total benefits and expenses 1,705 1,475 4,774 4,340
----------- ----------- ----------- -----------
Earnings before income taxes, minority interest and
cumulative effect of accounting change 202 204 634 562
Provision for income taxes 20 76 181 209
----------- ----------- ----------- -----------
Earnings before minority interest and cumulative effect
of accounting change 182 128 453 353
Minority interest 2 -- 4 --
----------- ----------- ----------- -----------
Earnings before cumulative effect of accounting change
180 128 449 353
Cumulative effect of accounting change, net of tax -- -- 25 --
----------- ----------- ----------- -----------
Net earnings 180 128 474 353
Retained earnings at beginning of period 1,528 1,087 1,234 862
----------- -----------
----------- -----------
Retained earnings at end of period $ 1,708 $ 1,215 $ 1,708 $ 1,215
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
See Notes to Condensed, Consolidated Financial Statements.
1
ITEM 1. FINANCIAL STATEMENTS (CONTINUED).
GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES
Condensed, Consolidated Statement of Financial Position
September 25, December 31,
(In millions) 1999 1998
-------------------- --------------------
Assets (Unaudited)
Investments:
Fixed maturities available-for-sale, at fair value $ 37,598 $ 36,898
Mortgage loans, net of valuation allowance 3,350 2,960
Other invested assets 2,234 2,265
Short-term investments 287 164
-------------------- --------------------
Total investments 43,469 42,287
Cash 136 214
Deferred acquisition costs 1,947 1,318
Intangible assets 4,292 3,243
Other assets 5,235 4,096
Separate account assets 7,334 5,569
-------------------- --------------------
Total assets $ 62,413 $ 56,727
==================== ====================
Liabilities and Shareholder's Interest
Liabilities:
Future annuity and contract benefits and other policyholder liabilities $ 42,310 $ 39,505
Accounts payable, accrued expenses and other liabilities 2,807 2,047
Short-term borrowings 1,170 1,330
Separate account liabilities 7,334 5,569
Long-term debt 703 698
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Total liabilities 54,324 49,149
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Minority interest 452 123
Shareholder's interest:
Net unrealized investment gains (losses) (562) 713
Foreign currency translation adjustments 171 73
-------------------- --------------------
Accumulated non-owner changes in equity (391) 786
Common stock --- ---
Additional paid-in capital 6,320 5,435
Retained earnings 1,708 1,234
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Total shareholder's interest 7,637 7,455
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Total liabilities and shareholder's interest $ 62,413 $ 56,727
==================== ====================
See Notes to Condensed, Consolidated Financial Statements.
2
ITEM 1. FINANCIAL STATEMENTS (CONTINUED).
GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES
Condensed, Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
------------------------------------------
September 25, September 26,
(In millions) 1999 1998
-------------------- --------------------
Cash Flows From Operating Activities
Net earnings $ 474 $ 353
Adjustments to reconcile net earnings to net cash provided from
operating activities:
Increase in future policy benefits 666 1,811
Cumulative effect of accounting change, net of tax (25) ---
Other - net (494) (24)
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Net cash provided from operating activities 621 2,140
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Cash Flows From Investing Activities
Proceeds from sale and maturity of investment securities and other
invested assets 5,875 4,871
Principal collected on mortgage and policy loans 342 374
Purchases of investment securities and other invested assets (8,024) (6,338)
Mortgage and policy loan originations (818) (602)
Purchase of GE Edison Life Insurance Company, net of cash acquired --- (566)
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Net cash used for investing activities (2,625) (2,261)
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Cash Flows From Financing Activities
Proceeds from issuance of investment contracts 5,293 2,567
Redemption and benefit payments on investment contracts (3,228) (3,509)
Changes in net commercial paper borrowings (maturities of 90 days or
less) (9) 567
Proceeds from minority interest holder --- 556
Cash received upon acquisition of The Signature Group 129 ---
Proceeds from other borrowings 1,243 2,876
Payments on other borrowings (1,393) (2,954)
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Net cash provided by financing activities 2,035 103
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Effect of Exchange Rate Changes on Cash 14 (23)
Decrease in Cash and Equivalents 45 (41)
Cash and Equivalents at Beginning of Period 378 330
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Cash and Equivalents at End of Period $ 423 $ 289
==================== ====================
See Notes to Condensed, Consolidated Financial Statements.
3
ITEM 1. FINANCIAL STATEMENTS (CONTINUED).
GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
(Unaudited)
1. The accompanying condensed, consolidated quarterly financial statements
represent GE Financial Assurance Holdings, Inc. and its consolidated
subsidiaries (collectively "the Company"). All significant intercompany
transactions have been eliminated. Certain prior period data have been
reclassified to conform to the current period presentation.
2. The condensed, consolidated quarterly financial statements are unaudited.
These statements include all adjustments (consisting of normal recurring
accruals) considered necessary by management to present a fair statement
of the results of operations, financial position and cash flows. The
results reported in these condensed, consolidated financial statements
should not be regarded as necessarily indicative of results that may be
expected for the entire year.
3. A summary of changes in shareholder's interest that do not result directly
from transactions with the shareholder follows:
Three Months Ended
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(In millions) September 25, 1999 September 26, 1998
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Net earnings $ 180 $ 128
Unrealized gains (losses) on investment securities - net (35) 201
Foreign currency translation adjustments 113 47
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Total $258 $ 376
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Nine Months Ended
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(In millions) September 25, 1999 September 26, 1998
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Net earnings $ 474 $ 353
Unrealized gains (losses) on investment securities - net (1,275) 366
Foreign currency translation adjustments 98 (15)
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Total $(703) $ 704
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4. The Company conducts its operations through two business segments: (1)
Wealth Accumulation and Transfer, comprised of products intended to
increase the policyholder's wealth, transfer wealth to beneficiaries or
provide a means for replacing the income of the insured in the event of
premature death, and (2) Wealth and Lifestyle Protection, comprised of
products intended to protect accumulated wealth and income from the
financial drain of unforeseen events.
4
The following is a summary of operating segment activity for the three and
nine month periods ended September 25, 1999 and September 26, 1998:
Three Months Ended
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(In millions) September 25, 1999 September 26, 1998
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Revenues
Wealth Accumulation & Transfer ............................ $1,215 $ 1,158
Wealth & Lifestyle Protection ............................. 692 521
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Total revenues ...................................... $ 1,907 $ 1,679
==================== ====================
Earnings before income taxes, minority interest and cumulative
effect of accounting change
Wealth Accumulation & Transfer ............................ $ 166 $ 157
Wealth & Lifestyle Protection ............................. 36 47
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Total earnings before income taxes, minority interest
and cumulative effect of accounting change ..... $ 202 $ 204
==================== ====================
Nine Months Ended
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(In millions) September 25, 1999 September 26, 1998
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Revenues
Wealth Accumulation & Transfer ............................ $ 3,646 $ 3,376
Wealth & Lifestyle Protection ............................. 1,762 1,526
-------------------- --------------------
Total revenues ...................................... $ 5,408 $ 4,902
==================== ====================
Earnings before income taxes, minority interest and cumulative
effect of accounting change
Wealth Accumulation & Transfer ............................ $ 527 $ 455
Wealth & Lifestyle Protection ............................. 107 107
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Total earnings before income taxes, minority interest
and cumulative effect of accounting change ..... $ 634 $562
==================== ====================
5. In 1997, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 97-3, Accounting by Insurance and
Other Enterprises for Insurance-Related Assessments. This SOP provided
guidance on accounting by insurance and other enterprises for
guaranty-fund and certain other insurance-related assessments. The SOP
requires enterprises to recognize (1) a liability for assessments when
(a) an assessment has been asserted or information available prior to
issuance of the financial statements indicates it is probable that an
assessment will be asserted, (b) the underlying cause of the asserted or
probable assessment has occurred on or before the date of the
financial statements, and (c) the amount of the loss can be reasonably
estimated and (2) an asset for an amount when it is probable that a
paid or accrued assessment will result in an amount that is recoverable
from premium tax offsets or policy surcharges from in-force policies.
Effective January 1, 1999, the Company adopted SOP 97-3 and has reported
the effect of this adoption as a cumulative effect of a change in
accounting principle amounting to $25 million (net of tax of $14 million).
5
6. In June 1998, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities ("the Statement"). The
Statement requires that, upon adoption, all derivative instruments
(including certain derivative instruments embedded in other contracts) be
recognized in the balance sheet at fair value, and that changes in such
fair values be recognized in earnings unless specific hedging criteria are
met. Changes in the values of derivatives that meet these hedging criteria
will ultimately offset related earnings effects of the hedged items;
effects of certain changes in fair value are recorded in equity pending
recognition in earnings. In June 1999, the FASB delayed the required
effective date of the new standard to January 1, 2001. The impact of
adoption will be determined by several factors, including the specific
hedging instruments in place and their relationships to hedged items, as
well as market conditions. Management had not estimated the effects of
adoption, as it believes that such determination will not be meaningful
until closer to the adoption date.
7. On July 30, 1999, Montgomery Ward Holding Corp. emerged from bankruptcy
under a plan of reorganization that was approved on July 15, 1999. As part
of the reorganization, the Company's parent, General Electric Capital
Corporation ("GECC"), acquired The Signature Group ("Signature"), which was
not in bankruptcy. GECC subsequently contributed Signature to the Company.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
OVERVIEW
Net earnings before minority interest and cumulative effect of accounting change
for the first nine months of 1999 were $453 million, a $100 million, or 28.3%,
increase over the first nine months of 1998. This increase was driven largely by
increased investment income and premiums earned due to growth in sales of
certain existing products, partially offset by increased benefits and other
changes in policy reserves and general expenses in support of the Company's
acquisition and core growth initiatives.
OPERATING RESULTS
NET INVESTMENT INCOME increased $144 million, or 6.6%, to $2,310 million for the
first nine months of 1999 from $2,166 million for the first nine months of 1998.
The increase was primarily attributable to higher levels of average invested
assets ($42.6 billion in first nine months of 1999 vs. $39.1 billion in first
nine months of 1998) resulting from growth in core invested assets and
investments relating to the Company's GE Edison Life Insurance Company ("GE
Edison") operations commencing in April 1998, partially offset by a decrease in
weighted average yields to 7.4% for the first nine months of 1999 from 7.6% for
the first nine months of 1998.
NET REALIZED INVESTMENT GAINS increased $6 million, or 8.3%, to $78 million for
the first nine months of 1999 from $72 million for the first nine months of
1998. This increase was primarily related to the Company's asset/liability risk
management policies and associated ongoing review of its investment portfolio
positions.
PREMIUMS increased $260 million, or 11.2%, to $2,577 million for the first nine
months of 1999 from $2,317 million for the first nine months of 1998. The
increase is a result of the operations of GE Edison, which commenced in April
1998, the acquisition of Professional Insurance Corporation and The Signature
Group in 1999 (the "1999 Acquisitions") and growth in the Company's life and
accident and health businesses.
POLICY fees and other income increased $96 million, or 27.7%, to $443 million in
the first nine months of 1999 from $347 million in the first nine months of
1998. Policy fees and other income is principally comprised of surrender fees,
insurance charges made against universal life contracts, club membership
revenues, transaction fees assessed against policyholder account values and
commission income. The increase in the first nine months of 1999 was primarily
due to club membership revenues generated after the acquisition of The Signature
Group in July 1999 and to an increase in transaction fee income resulting from
an increase in policyholder account values.
INTEREST CREDITED increased $8 million, or 0.8%, to $959 million in the first
nine months of 1999 from $951 million in the first nine months of 1998. This
increase was driven by the increase in issuance of guaranteed investment
contracts and single premium annuities and corresponding increase in the
applicable underlying reserves, partially offset by customer redemption of
certain single premium deferred annuity products and the corresponding reduction
in the applicable underlying reserves. The Company monitors market conditions
closely and resets interest-crediting rates as allowed by the terms of the
underlying contracts.
BENEFITS AND OTHER CHANGES IN POLICY RESERVES includes both activity related to
future policy benefits on long-duration life and health insurance products as
well as claim costs incurred during the year under these contracts and property
and casualty policies. These amounts increased $199 million, or 8.4%, to $2,562
million in the first nine months of 1999 from $2,363 million in the first nine
months of 1998. This increase was a result of the operations of GE Edison, the
1999 Acquisitions and increased benefit payments and other changes in policy
reserves due to growth in the Company's life and accident and health businesses.
COMMISSION EXPENSES increased $215 million, or 57.8%, to $587 million in the
first nine months of 1999 from $372 million in the first nine months of 1998
primarily due to higher production levels on certain of the Company's existing
products, GE Edison's operations and the 1999 Acquisitions.
GENERAL EXPENSES were $903 million for the first nine months of 1999, an
increase of $212 million, or 30.7%, over the first nine months of 1998 expense
of $691 million. The increase was primarily a result of expenses related to the
Company's 1999 Acquisitions, GE Edison operations and increases in sales and
advertising expenses in support of the Company's core growth initiatives.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
(CONTINUED).
AMORTIZATION OF INTANGIBLES, NET increased $17 million, or 7.8%, to $235 million
for the first nine months of 1999 from $218 million for the first nine months of
1998. The Company's intangible assets primarily consist of two components which
both result from acquisition activities - the present value of future profits
("PVFP"), representing the estimated future gross profit in acquired insurance,
annuity and club membership contracts, and goodwill, representing the excess of
purchase price over the fair value of identified net assets of the acquired
entities. The increase in amortization of intangibles, net was primarily due to
an increase in amortization of goodwill of $12 million, resulting from the GE
Edison and 1999 Acquisitions and increased amortization of PVFP and other
intangibles of $5 million.
CHANGE IN DEFERRED ACQUISITION COSTS, NET increased $219 million, or 67.8%, to
$542 million for the first nine months of 1999 from $323 million for the first
nine months of 1998. The increase in change in deferred acquisition costs, net
was related to an increase in deferral of acquisition costs arising from
increased product sales noted above as well as the operations of GE Edison
(which commenced in April 1998) and the 1999 Acquisitions, partially offset by
amortization of previously capitalized acquisition costs.
INTEREST EXPENSE increased $2 million, or 2.9%, to $70 million for the first
nine months of 1999 from $68 million for the first nine months of 1998. This
increase was related to interest costs incurred on borrowings in connection with
the commencement of GE Edison operations in April 1998.
PROVISION FOR INCOME TAXES decreased $28 million or 13.4% to $181 million for
the first nine months of 1999 from $209 million for the first nine months of
1998. The Company's effective tax rate of 28.5% for the first nine months of
1999 was 8.7 percentage points lower than the effective tax rate of 37.2% for
the first nine months of 1998 due to the recognition in 1999 of certain deferred
tax assets in accordance with FAS 109.
FINANCIAL CONDITION
TOTAL ASSETS increased $5,686 million, or 10.0%, at September 25, 1999 from
December 31, 1998. This increase was mainly driven by (1) assets invested in
separate accounts increased by $1,765 million, or 31.7%, primarily due to
continued sales of variable annuity products and gains in the underlying
investment funds, (2) goodwill increased $662 million, or 36.7%, primarily as a
result of contingent consideration relating to the agreement to purchase the
infrastructure and capitalization of the GE Edison operations (see minority
interests below) and the 1999 Acquisitions, (3) present value of future profits
and deferred acquisition costs increased $385 million, or 26.9%, and $629
million, or 47.7%, respectively, due to the 1999 Acquisitions and effects of the
current year change in net unrealized losses and deferral of acquisition costs,
partially offset by net amortization for the year and (4) other assets increased
$1,139 million or 27.8% primarily due to an increase in deferred taxes of $708
million due to the current year change in net unrealized losses on the Company's
investment portfolio and $300 million as a result of increased balances due from
brokers relating to investment transactions. These increases were in addition to
an increase in total investments of $1,182 million, or 2.8%, at September 25,
1999 from December 31, 1998. This increase was primarily driven by operating
cash flows and the 1999 acquisitions, partially offset by the change in net
unrealized gains (losses) of $(2,159) million within the Company's investment
portfolio.
TOTAL LIABILITIES increased $5,175 million, or 10.5%, at September 25, 1999 from
December 31, 1998. Future annuity and contract benefits and other policyholder
liabilities increased $2,805 million, or 7.1%, at September 25, 1999 from
December 31, 1998. This increase resulted primarily from the growth in existing
insurance and investment products and the 1999 Acquisitions. Separate account
liabilities increased $1,765 million, or 31.7%, due to continued sales of
variable annuity products and gains in the underlying investment funds. Accounts
payable, accrued expenses and other liabilities increased $760 million, or
37.1%, due primarily to the 1999 Acquisitions, timing of net payments and
receipts related to the investment portfolio and normal business activity.
Borrowings (including short-term and long-term debt) decreased $155 million, or
7.6%, primarily as a result of normal line of credit activity during the year.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
(CONTINUED).
MINORITY INTEREST increased $329 million, or 267.5%, at September 25, 1999 from
December 31, 1998 as a result of the issuance of preferred stock in one the
Company's subsidiaries as contingent consideration in accordance with the
agreement to purchase the infrastructure and capitalization of the GE Edison
operations.
NET UNREALIZED INVESTMENT GAINS (LOSSES) decreased $1,275 million at September
25, 1999 from December 31, 1998 as a result of a decline in the fair value of
the Company's available-for-sale portfolio due to a general increase in
prevailing interest rates, partially offset by applicable adjustments to
deferred taxes, present value of future profits and deferred acquisition costs
as noted above.
ADDITIONAL PAID-IN CAPITAL increased $885 million as a result of the
contribution of The Signature Group from the Company's parent, General Electric
Capital Corporation.
YEAR 2000
As discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, the Company is applying a Six Sigma quality approach to
identify and mitigate Year 2000 issues in their information systems, products
and services, facilities and suppliers. The Company has a Year 2000 leader who
oversees a multi-functional project team responsible for remediation and
contingency planning, applying a Six Sigma quality approach in four phases: (1)
define/measure - identify and inventory possible sources of Year 2000 issues;
(2) analyze - determine the nature and extent of Year 2000 issues and develop
project plans to address those issues; (3) improve - execute project plans and
perform a majority of the testing; and (4) control - complete testing, continue
monitoring readiness and complete necessary contingency plans. As of the end of
June 1999, virtually all significant information systems, products and services,
facilities and suppliers were in the control phase. The Company has developed,
tested and is prepared to implement contingency plans to minimize disruption of
critical business processes. The specific actions identified in such contingency
plans differ depending on circumstances, but most often include manual
work-arounds, deployment of backup or secondary technologies, rearranging work
schedules, and substitution of suppliers, as appropriate. While the Company does
not expect significant disruptions of critical business processes caused by
internal Year 2000 issues, the likelihood of externally-caused disruptions and
the ability of the contingency plans to minimize such externally-caused
disruptions is not determinable. The total estimate of Year 2000 expenditures,
adjusted for increases related to acquired companies, is in line with previous
projections. The activities related to Year 2000 efforts necessarily involve
estimates and projections of activities and resources that will be required in
the future. These estimates and projections could change as work progresses.
9
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. EXHIBITS.
Exhibit 12. Computation of ratio of earnings to fixed charges.
Exhibit 27. Financial Data Schedule (filed electronically only).
B. REPORTS ON FORM 8-K.
None.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GE FINANCIAL ASSURANCE HOLDINGS, INC.
(Registrant)
Date: November 8, 1999 By: /s/ Thomas W. Casey
----------------------------------------
Thomas W. Casey,
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: November 8, 1999 By: /s/ Richard G. Fucci
----------------------------------------
Richard G. Fucci,
Vice President and Controller
(Principal Accounting Officer)
12
GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES
Index to Exhibits
Exhibit No. Page
- ------------------------ -------------------
12 Computation of ratio of earnings to fixed charges 10
27 Financial Data Schedule (filed electronically only)
13