UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
| (Mark One) | ||||
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) | |||
| OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003.
| ¨ | 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 333-02491*.
KEMPER INVESTORS LIFE INSURANCE COMPANY
(Exact name of registrant as specified in charter)
| ILLINOIS | 36-3050975 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) | |
| 1400 AMERICAN LANE | ||
| SCHAUMBURG, ILLINOIS | 60196 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrants telephone number, including area code: (206) 232-8400
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 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 and (2) has been subject to such filing requirements for the past 90 days. Yes ü No .
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No ü .
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter was $0. As of March 15, 2004, there were outstanding 250,000 shares of common stock, $10.00 par value per share, of the registrant.
| * | Pursuant to Rule 429 under the Securities Act of 1933, this Form 10-K also relates to Commission file numbers 333-22389, 333-32632, 333-54252, 333-1114977, and 333-86044. |
Documents incorporated by reference: None.
KEMPER INVESTORS LIFE INSURANCE COMPANY
FORM 10-K
For the Fiscal Year Ended December 31, 2003
INDEX
| Page | ||||
| PART I | ||||
| Item 1. |
3 | |||
| Item 2. |
10 | |||
| Item 3. |
10 | |||
| Item 4. |
10 | |||
| PART II | ||||
| Item 5. |
Market for the Registrants Common Stock and Related Stockholder Matters |
11 | ||
| Item 6. |
11 | |||
| Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||
| Item 7A. |
39 | |||
| Item 8. |
43 | |||
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
76 | ||
| Item 9A. |
76 | |||
| PART III | ||||
| Item 10. |
77 | |||
| Item 11. |
79 | |||
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
79 | ||
| Item 13. |
79 | |||
| Item 14. |
80 | |||
| PART IV | ||||
| Item 15. |
Exhibits, Financial Statement Schedules and Reports on Form 8-K |
81 | ||
| 83 | ||||
2
Corporate structure
Kemper Investors Life Insurance Company (KILICO, the Company, we, our or us), founded in 1947, is incorporated under the insurance laws of the State of Illinois and is licensed in the District of Columbia and all states except New York. The Companys Subsidiaries through September 3, 2003, (see Sales and Reinsurance Ceded/Assumed section below), included Investors Brokerage Services, Inc., Investors Brokerage Services Insurance Agency, Inc., Zurich Life Insurance Company of New York (ZLICONY), PMG Life Agency, Inc., PMG Marketing, Inc., PMG Securities Corporation and PMG Asset Management, Inc. (collectively PMG). ZLICONY is licensed to conduct business in the State of New York. KILICO is wholly-owned by Kemper Corporation (Kemper), a non-operating holding company. Kemper is an indirect wholly-owned subsidiary of Zurich Holding Company of America, Inc. (ZHCA), a holding company. ZHCA is an indirect wholly-owned subsidiary of Zurich Group Holding (ZGH or Zurich), a Swiss holding company. ZGH is wholly-owned by Zurich Financial Services (ZFS or Parent), a Swiss holding company.
Sales and Reinsurance Ceded/Assumed
FKLA
On September 3, 2003 (the Closing Date or the Closing), the Company transferred portions of its business through a one hundred percent coinsurance arrangement, as well as the capital stock of its wholly-owned subsidiaries, to its former affiliate, Federal Kemper Life Assurance Company (FKLA). Prior to the Closing Date, the Company, FKLA, Zurich Life Insurance Company of America (ZLICA) and Fidelity Life Association, a mutual legal reserve company (FLA) operated under the trade name Zurich Life and were all, except FLA, direct, wholly-owned subsidiaries of Kemper. Following the Closing Date, the Company remains a direct, wholly-owned subsidiary of Kemper.
These transfers were part of a larger transaction pursuant to a Stock and Asset Purchase Agreement, dated May 29, 2003 (the Purchase Agreement), among ZHCA, Kemper, the Company, ZFS, Banc One Insurance Holdings, Inc. (BOIH) and Bank One Corporation (Bank One). Under the Purchase Agreement, Kemper, an indirect subsidiary of ZFS, agreed to sell the capital stock of FKLA, ZLICA and Zurich Direct, Inc. to BOIH. BOIH also agreed to acquire indirect control of FLA via its acquisition of FKLA which, pursuant to a Management Agreement, directs the day-to-day operations of FLA. BOIH further agreed to acquire control of all the Companys Subsidiaries.
Upon the Closing of the transactions contemplated by the Purchase Agreement, including the Coinsurance Agreement, effective as of the Closing (the Coinsurance Agreement), the Company ceded to FKLA, and FKLA assumed on a coinsurance basis, 100% of the General Account Liabilities. The General Account Liabilities included all of the Companys gross liabilities and obligations, including benefits, claims, taxes, commissions and assessments for certain types of existing individual and group life insurance policies and annuity contracts (the Reinsured Policies), except for certain retained liabilities. The Reinsured Policies also included certain policies to be written by the Company for a period of twelve months subsequent to the Closing.
Upon the Closing, the Company also ceded to FKLA, and FKLA assumed on a modified coinsurance basis, a majority of the Separate Account Liabilities. The Separate Account Liabilities are all liabilities that were reflected in the Companys separate accounts and that relate to the Reinsured Policies. Pursuant to the modified coinsurance framework under which Separate Account Liabilities are reinsured, ownership of the underlying separate account assets was not transferred to FKLA.
In consideration of FKLAs assumption of the General Account Liabilities, the Company transferred to FKLA the Transferred Coinsurance Assets, less a Ceding Commission, as described below. Transferred Coinsurance Assets, as calculated on a statutory accounting basis, were defined as (a)(i) all of the issued and
3
outstanding shares of the Companys Subsidiaries and certain other assets (software, fixtures, equipment, etc.), (ii) certain investment assets and (iii) cash or cash equivalents, having an aggregate market value equal to the amount as of the Closing Date of the General Account Reserves, as defined in the Coinsurance Agreement, plus (b) the Companys interest maintenance reserve as of the Closing Date (excluding interest maintenance reserve as a result of the realization of gain associated with transferring the Transferred Coinsurance Assets at market value rather than book value) minus (c) the aggregate amount of accruals with respect to the Reinsured Policies. Pursuant to the Coinsurance Agreement, FKLA established a trust account (the Security Trust Account) for the exclusive benefit of the Company funded with assets equal to one hundred percent of the general account reserves reinsured by FKLA, adjusted on a quarterly basis. FKLA is required to maintain the Security Trust Account in effect until the general account reserves are $400 million or less. At December 31, 2003, the general account reserves were $4.3 billion.
The Company also transferred to FKLA in consideration of FKLAs reinsurance of future liabilities and obligations, in respect of the Reinsured Policies, future premiums, premiums receivable, policy loan receivables, reinsurance recoverables, separate account revenues, agents debit balances and all other fees, charges and amounts. In addition, pursuant to the Coinsurance Agreement, the administerial actions required of the Company with respect to the Bank Owned Life Insurance policies (the BOLI Policies) are performed by FKLA in exchange for an income stream of 8 to 12 basis points earned on the value of the invested assets of the BOLI Policies. The Company has also agreed that, for a period of three years following the Closing Date, it will not, except under limited circumstances, issue any new BOLI Policies going forward.
The Ceding Commission, discussed above, was $120 million, subject to a market value adjustment with respect to the Transferred Coinsurance Assets. The Ceding Commission was not transferred from FKLA to the Company, but rather was withheld from the investment assets transferred from the Company to FKLA as part of the Transferred Coinsurance Assets. Both the Company and FKLA finalized their settlement in February 2004. The resulting closing adjustment resulted in a decrease of $9.3 million in payable to reinsurers in the balance sheet as of February 2004.
The Company remains primarily responsible to its policyholders for all future claims and policyholder benefits related to the blocks of business ceded to FKLA and is not relieved of its obligations. Assets in support of the reserves for future policyholder benefits ceded to FKLA as part of the Coinsurance Agreement totaled $3.5 billion. Separate account assets that support the Separate Account Liabilities, but were not ceded to FKLA under the modified coinsurance arrangement totaled, $2.0 billion.
The following table is a summary of certain balance sheet and income statement line items affected by the accounting for the initial coinsurance transaction.
| Debit/(Credit) |
||||
| (in millions) | ||||
| Invested assets |
$ | (3,192.6 | ) | |
| Accrued investment income |
(135.3 | ) | ||
| Initial ceding commission |
(73.1 | ) | ||
| Other assets |
(5.0 | ) | ||
| Future policyholder benefits |
3,530.1 | |||
| Other liabilities |
33.5 | |||
| Payable to reinsurers |
(73.6 | ) | ||
Prior to the Closing, the Company and FKLA shared common management and employees and FKLA performed the administration of the Companys business through an administrative services arrangement. With the sale of FKLA to BOIH, the Company has established post-Closing Date service arrangements for the operation of its business on both a short-term and long-term basis. On a long-term basis, the overall corporate and business administration of the Company will be performed by its affiliate, Farmers New World Life Insurance Company (FNWL), subject to the oversight of our new officers, directors and employees. For an
4
interim period of up to one year, pursuant to a transition services agreement, FKLA will provide transition services to the Company and FNWL with respect to the overall operations of the Company including legal support services, accounting and financial operations services and support, actuarial services and support, information technology services and support, policyholder and distributor services and support, distributor relationship management services, product management services, tax administration support services, disaster recovery, system conversion services and other services as required.
The transition services agreement is designed to facilitate the Companys continued operations, in substantially the same manner as it operated prior to the Closing, while the Company transitions to a new management team and new employees. In addition, for a period of up to one year FKLA will provide administrative services with respect to the Companys DESTINATIONSSM business.
The Reinsured Policies and BOLI business will be administered by FKLA on a long-term basis subject to the oversight of the Company. As part of the Coinsurance Agreement, FKLA is responsible for providing certain administrative services with respect to the Reinsured Policies. This includes, but is not limited to, policy and policyholder administration, separate account administration, preparing accounting and actuarial information, and certain aspects of legal compliance.
On September 3, 2003, Kemper, the sole shareholder of the Company, elected a new Board of Directors and a new senior management team. None of the individuals serving on KILICOs Board of Directors or in senior management positions prior to the Closing Date, except for the General Counsel, continue to serve in any capacity as directors or officers of the Company.
In the third quarter of 2003, the Company exchanged certain invested assets with FKLA, ZLICA and ZLICONY. These invested assets were to be excluded from the companies acquired by BOIH as outlined in the Purchase Agreement and substituted with different invested assets. The net difference between the excluded assets received by the Company and the substituted assets received by FKLA, ZLICA and ZLICONY was treated as a dividend to Kemper in the amount of approximately $10.0 million.
FNWL
The Company entered into a modified coinsurance treaty (Modified Coinsurance Agreement) on December 1, 2003 with an affiliate, FNWL. FNWL is a Washington domiciled stock life insurance company. Initially, the Company assumed all existing Non-Qualified Individual Flexible Payment Deferred (NQ-FPDA) and Non-Qualified Individual Single Premium Deferred (NQ-SPDA) annuities from FNWL. In exchange, the Company paid an initial ceding commission of $36.5 million. No portion of the assets constituting the consideration were transferred to the Company. Subsequent new issues by FNWL of NQ-FPDA and NQ-SPDA annuities will be assumed by the Company. In exchange, the Company will receive all reinsurance premiums and pay benefits to the policyholders relating to these contracts. The Company has a management and service agreement with FNWL to receive services reasonably necessary pursuant to this agreement.
Narrative description of business
As of the Closing, the Company ceased issuing new business with the exception of certain policies to be written and reinsured pursuant to the Coinsurance Agreement and certain BOLI policies which were in negotiation or active discussion at the time of the Closing. Up until that time, we offered both individual and group fixed-rate (general account) and variable (separate account) annuity contracts, as well as individual and group term life (general account) and group variable (separate account) life insurance products through various distribution channels. We offered investment-oriented products, guaranteed returns or a combination of both, to help policyholders meet multiple insurance and financial objectives. Financial institutions, securities brokerage firms, insurance agents and financial planners were important distribution channels for our products. Our sales mainly consisted of deposits received on certain long duration fixed and variable annuities and BOLI contracts.
5
Our fixed and variable annuities generally have surrender charges that are a specified percentage of policy values or premiums which decline as the policy ages. General account annuity and interest-sensitive life policies are guaranteed to accumulate at specified interest rates but allow for periodic crediting rate changes.
Products
As of December 31, 2003, the Company is not selling any new business. We reinsured the majority of our business through the Coinsurance Agreement with FKLA. The Company is offering renewal business for the following products:
| | DESTINATIONSSM is a registered individual and group variable, fixed and market value adjusted deferred annuity product. DESTINATIONSSM currently offers 40 variable subaccount investment options with various investment managers, ten guaranty periods, a fixed account option, dollar cost averaging, Guaranteed Minimum Death Benefit (GMDB) and Guaranteed Retirement Income Benefit (GRIB) options. The GRIB was an optional benefit to the DESTINATIONSSM variable annuity for an additional asset-based fee. It allows for a proxy account value, called the GRIB Base, to be applied to the guaranteed annuity factors (settlement option purchase rates) in the contract. The GRIB and GMDB Base prior to attained age 80 is the greatest of: |
| | the contract value (account value), |
| | the greatest anniversary value before the exercise (annuitization) date, or |
| | purchase payments minus previous withdrawals, accumulated at 5% interest per year to the annuitization date. |
The DESTINATIONSSM product was discontinued in the first quarter of 2003.
| | ArchwaySM and Scudder ZS4 are registered individual and group variable and market value adjusted deferred annuities. ArchwaySM offers contractholders 52 different variable subaccount investment options with various investment managers while Scudder ZS4 offers a total of 41 different variable subaccount investment options with various investment managers. These products have a four-year surrender charge period and a 10% free withdrawal option. In addition, there are two optional death benefit riders that allow contractholders to allocate contract value to the equity market, while still providing valuable family protection. |
| | Zurich Classic II, an individual and group fixed annuity, offers contractholders a number of guaranteed interest periods from which to choose. |
| | Zurich Preferred Plus, a registered individual and group variable annuity and market value adjusted deferred annuity, offers contractholders 53 different variable subaccount investment options with various investment managers. |
| | Zurich Preferred, a registered individual and group variable and market value adjusted deferred annuity, offers contractholders 53 different variable subaccount investment options with various investment managers. |
| | Zurich Kemper Lifeinvestor, a registered flexible premium variable universal life product, permits policyholders to allocate premiums among 41 different subaccount investment options with various investment managers. |
| | Zurich Classic is an individual and group fixed annuity. |
| | Variable BOLI is a group variable life insurance contract primarily marketed to banks and other large corporate entities. |
| | A series of non-registered Variable Individual Universal Life Insurance contracts were marketed primarily to high net worth individuals. |
6
Investors Brokerage Services, Inc. (IBS), a wholly-owned subsidiary through September 3, 2003, and BFP Securities, LLC, an affiliated broker-dealer, are the principal underwriters of our registered variable annuity and variable life products. BFP Securities, LLC is also the primary wholesaling distributor of our BOLI products.
A majority of our products are reinsured through the Coinsurance Agreement with FKLA discussed above, and we also have reinsurance agreements in place where we are the assuming party to the agreement. See Sales and Reinsurance Ceded/Assumed in Managements Discussion and Analysis presented later in this Form 10-K.
Use of Non-GAAP Financial Measures
The Companys consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). These financial statements and measures are used by management to assist in the analysis and management of the operations of the Company. In addition, the Company regularly reviews and reports non-GAAP financial measures called operating income (loss) and net operating income (loss), as well as monitors and reports a non-GAAP financial measure titled sales and a non-GAAP financial measure titled policyholder surrenders, withdrawals and death benefits.
Readers are encouraged to refer to Managements Discussion and Analysis for detailed discussions of the components of these non-GAAP financial measures, how they differ from GAAP financial measures, how management uses this information and a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures.
Business Segments
The Company has two primary operating segments, life insurance and annuities. These two operating segments reflect the way we manage our operations and make business decisions. Required financial information by business segment is set forth in the Managements Discussion and Analysis and Note 13 of the Notes to Consolidated Financial Statements.
Ratings
Ratings are an important factor in establishing the competitive position of life insurance companies. Rating organizations continue to review the financial performance, and the condition of life insurers, and their investment portfolios. Any reductions in our claims-paying ability or financial strength ratings could result in our products or future products being less attractive to consumers. Any reductions in our parents ratings could also adversely impact our financial flexibility.
According to Bests Insurance Reports, 2003, as of September 30, 2003, we ranked 52nd by admitted assets, and 137th by capital and surplus out of the top 250 life insurers. Our December 31, 2003 ratings were as follows:
| Rating | ||||
| A.M. Best Company |
A | (Excellent) | ||
| Moodys Investors Service |
A3 | (Good) | ||
| Standard & Poors |
A- | (Strong) | ||
We share our A.M. Best rating with ZFS. Our financial strength rating at December 31, 2003 was A (Excellent) and remains under review with negative implications.
We have a rating from Moodys Investors Service (Moodys) that is not considered a group rating. Our Moodys rating was A3 (Good) at December 31, 2003 and remains on CreditWatch for possible downgrade.
We receive a rating from Standard & Poors (S&P) that is not considered a group rating, thus our rating is not shared with ZFS. At December 31, 2003, our rating was A- (Strong) and given a stable outlook.
Each rating is subject to revision or withdrawal at any time by the assigning organization and should be evaluated independently of any other rating.
7
Competition
We are in a highly competitive business. We compete with a large number of other stock and mutual life insurance companies, many of which are larger financially, although none is truly dominant in the industry. The Company, with its emphasis on annuity products, also competes for savings dollars with securities brokerage and investment advisory firms as well as other institutions that manage assets, produce financial products or market other types of investment products.
Employees
At December 31, 2003, we had 11 employees and, per the Coinsurance Agreement and transition services agreement, we will continue to use certain services of FKLA employees. Subsequent to the sale to BOIH, the Company utilized certain services of FNWL. During the majority of 2003 and the full years 2002 and 2001, the Companys personnel were employees of FKLA. Expenses are allocated to the Company for the utilization of FNWL and FKLA employees and facilities.
Regulatory Environment
General Regulation
We are generally subject to regulation and supervision by the insurance departments of Illinois and other jurisdictions where we are licensed to do business. These departments enforce laws and regulations designed to ensure that insurance companies maintain adequate capital and surplus; manage investments according to prescribed character, standards and limitations; and comply with a variety of operational standards. The departments also make periodic examinations of individual companies and review annual and other reports on the financial condition of each company operating within their respective jurisdictions. Regulations, which often vary from state to state, cover most aspects of the life insurance business including market practices, policy forms, and accounting and financial reporting procedures.
Insurance holding company laws enacted in many states grant additional powers to state insurance commissioners to regulate acquisitions of and by domestic insurance companies, to require periodic disclosure of relevant information and to regulate certain transactions with related companies. These laws also impose prior approval requirements for certain transactions with affiliates and generally regulate dividend distributions by an insurance subsidiary to its holding company parent. In addition, certain of our variable life insurance and variable annuity products, and the related separate accounts, are subject to regulation by the Securities and Exchange Commission (the SEC).
National Association of Insurance Commissioners
Insurance companies are required to file detailed annual and quarterly statutory financial statements with state insurance regulators in each of the states in which they do business. Additionally their business and accounts are subject to examination by such agencies at any time. Insurance regulators periodically examine an insurers financial condition, adherence to statutory accounting practices and compliance with insurance department rules and regulations. Applicable state insurance laws, rather than federal bankruptcy laws, apply to the liquidation or the restructuring of insurance companies. As part of their routine regulatory oversight process, state insurance departments periodically conduct detailed examinations of the books, records and accounts of insurance companies domiciled in their states. Such examinations are generally conducted in cooperation with the insurance departments of two or three other states under guidelines promulgated by the National Association of Insurance Commissioners (NAIC). The most recently completed examination of the Company was conducted by the Illinois, Delaware, Kentucky, and Nevada insurance departments for the five-year periods ended December 31, 2000. The final report of this examination did not result in any significant issues or adjustments.
The NAIC annually calculates certain statutory financial ratios for most insurance companies in the United States. These calculations are known as the Insurance Regulatory Information System (IRIS) ratios. Currently,
8
thirteen IRIS ratios are calculated. The primary purpose of the ratios is to provide an early warning of potential negative developments. The NAIC reports a companys ratios to state regulators who may then contact the company if three or more ratios fall outside the NAICs usual ranges.
Based on statutory financial data as of December 31, 2003, we had three ratios outside the usual ranges: the net income to total income (including realized capital gains and losses) ratio, the change in premium ratio and the change in reserving ratio. The net income to total income (including realized capital gains and losses) ratio was outside the usual range due to our net loss in 2003. The change in premium and change in reserving ratios were outside the usual ranges primarily due to the amounts ceded and assumed under the FLKA and FNWL reinsurance agreements, respectively.
Based on statutory financial data as of December 31, 2002, we had six ratios outside the usual ranges: the net change in capital and surplus ratio, the net income to total income (including realized capital gains and losses) ratio, the adequacy of investment income ratio, the change in premium ratio, the change in product mix ratio and the change in reserving ratio. The results for the net change in capital and surplus ratio and the net income to total income ratio were primarily caused by the $84.9 million statutory net loss reported that was caused by the significant downturn in the stock market during 2002. The result for the adequacy of investment income ratio was primarily due to compressed spread income due to the current low interest rate environment and the use of conservative tabular interest rates. The result for the change in premium ratio and the change in the product mix ratio was primarily caused by a decrease in sales of our DESTINATIONSSM product in 2002 due to the discontinuation of the GRIB option in November 2001. The result for the change in the reserving ratio was primarily due to the level of individual variable universal life premiums, which carry marginal reserves in the general account, versus the change in reserves which primarily reflects a matured block of universal life policies with minimal premium volume.
Other than certain states requesting routine quarterly financial reporting or explanations of the underlying causes for certain ratios, no state regulators have taken any action due to our IRIS ratios for 2003 or earlier years.
Regulation of Dividends and Other Payments
Dividend distributions from us to our sole stockholder are restricted by state insurance laws. In Illinois, where we are domiciled, if a proposed dividend, together with other distributions during the 12 preceding months, would exceed the greater of (a) ten percent of our statutory surplus as regards policyholders as of the preceding December 31, or (b) our statutorily adjusted net income for the preceding calendar year, then the proposed dividend must be reported to the director of insurance at least 30 days prior to the proposed payment date. The dividend then may be paid only if not disapproved. The Illinois insurance laws also permit payment of dividends only out of earned surplus, exclusive of most unrealized capital gains. A $10.0 million dividend was paid to Kemper in the third quarter of 2003 in conjunction with the asset transfer pursuant to the Purchase Agreement which was approved by the Illinois Department of Insurance. In 2002, the Company did not pay any dividends. The Company cannot pay any dividends in 2004 without the Illinois Department of Insurance approval.
In connection with the Purchase Agreement, the Company is restricted from paying dividends or making any other distributions of capital or surplus for a period of four years from the closing date.
Risk-based Capital and Asset Adequacy
Under Illinoiss asset adequacy and risk-based capital rules, state regulators may mandate remedial action for inadequately reserved or capitalized companies. The asset adequacy rules are designed to ensure that assets supporting reserves are adequate to cover liabilities under a variety of economic scenarios. The focus of risk-based capital rules is a risk-based formula that applies prescribed factors to various risk elements in an insurers business and investments to develop a minimum capital requirement designed to be proportional to the amount of
9
risk assumed by the insurer. At December 31, 2003 our risk-based capital ratio was 353% compared to 226% at December 31, 2002. Our capital levels exceed minimum risk-based capital requirements, and are in compliance with applicable asset adequacy rules.
To our knowledge, we are in compliance, in all material respects, with all applicable regulations.
Available Information
The Companys financial results are available through the Internet and mail. The Company files Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and other reports electronically with the SEC, which are available on the SECs web site (http://www.sec.gov). At your request, we will mail you our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. To request a copy of any of these SEC filings, or to request other information, please contact:
Kemper Investors Life Insurance Company
Financial Reporting
3003 77th Avenue SE
Mercer Island, WA 98040
We currently maintain an administrative office with an affiliated company, Zurich North America, in Schaumburg, Illinois. From January until September 2003, the Company shared 307,804 square feet of office space leased by Zurich North America from Wells Real Estate Funds, located in Schaumburg, Illinois. During this term, we made payments for our share of lease expenses per the terms of our agreement with Zurich North America. We also share space with an affiliated company, FNWL, in Mercer Island, Washington. We make payments for our share of rent and lease expenses based on a general allocation from FNWL.
We have been named as defendant in certain lawsuits incidental to our insurance business. Our management believes that the resolution of these various lawsuits will not result in any material adverse effect on our consolidated financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted for a vote of our stockholder during the fourth quarter of 2003.
10
Item 5. Market for Registrants Common Stock and Related Stockholder Matters
| (a) | There is no established public trading market for the Companys common stock. |
| (b) | Kemper owns all of the common stock of the Company as of the date of this filing. |
| (c) | In the third quarter of 2003, the Company exchanged certain invested assets with FKLA, ZLICA and ZLICONY. These invested assets were to be excluded from the companies acquired by BOIH as outlined in the Purchase Agreement and substituted with different invested assets. The net difference between the excluded assets received by the Company and the substituted assets received by FKLA, ZLICA and ZLICONY was treated as a dividend to Kemper in the amount of approximately $10.0 million. |
On September 20, 2002, Kemper contributed $30 million of capital to the Company. In addition, on December 31, 2002, Kemper forgave a $7.3 million tax receivable from the Company, which was recorded as a capital contribution on our books.
Item 6. Selected Financial Data
The following selected financial information should be read in conjunction with our consolidated financial statements and notes thereto, included in Item 8, Financial Statements and Supplementary Data, and information contained in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations. Historical results are not necessarily indicative of future results. The following amounts are shown in millions.
| December 31, 2003 |
December 31, 2002 |
December 31, 2001 |
December 31, 2000 |
December 31, 1999 | |||||||||||||
| Total revenue |
$ | 356.3 | $ | 380.8 | $ | 398.3 | $ | 360.9 | $ | 363.4 | |||||||
| Net income (loss) excluding realized investment results |
$ | (64.2 | ) | $ | (168.5 | ) | $ | 38.2 | $ | 53.7 | $ | 51.1 | |||||
| Net income (loss) before goodwill impairment and cumulative effect of accounting change |
$ | (9.2 | ) | $ | 9.4 | $ | 51.6 | $ | 48.3 | $ | 44.9 | ||||||
| Net income (loss) |
$ | (9.2 | ) | $ | (169.0 | ) | $ | 51.6 | $ | 48.3 | $ | 44.9 | |||||
| Financial summary |
|||||||||||||||||
| Total separate account assets |
$ | 15,122.2 | $ | 13,547.4 | $ | 13,108.8 | $ | 11,179.6 | $ | 9,778.1 | |||||||
| Total assets |
$ | 21,106.4 | $ | 18,666.3 | $ | 18,089.8 | $ | 16,006.6 | $ | 14,655.7 | |||||||
| Future policy benefits |
$ | 4,319.7 | $ | 4,111.5 | $ | 3,634.2 | $ | 3,588.1 | $ | 3,718.8 | |||||||
| Stockholders equity |
$ | 638.3 | $ | 723.8 | $ | 818.0 | $ | 730.1 | $ | 630.0 | |||||||
The Company executed two significant coinsurance agreements during 2003 which are discussed in the Reinsurance section of Managements Discussion and Analysis as well as Note 3 of the Notes to Consolidated Financial Statements. Comparison between 2003 and prior years is impacted by these coinsurance agreements.
As further discussed in Managements Discussion and Analysis, we wrote down our goodwill asset as of January 1, 2002, in accordance with Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, issued in July 2001. The 2002 write-down totaled $178.4 million. We had no goodwill impairment in 2003 and there was no remaining goodwill at December 31, 2003.
11
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements
All statements, trend analyses and other information contained in this report and elsewhere (such as in other filings by the Company with the SEC, press releases, presentations by the Company or its management or oral statements) about markets for our products and trends in our operations or financial results, as well as other statements including, but not limited to, such words as anticipate, believe, include, plan, estimate, assume, expect, project, intend, and other similar expressions, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those contemplated by the forward-looking statements. These factors include, among other things:
| (i) | general economic, market and political conditions and other factors, including prevailing interest rate levels and stock market performance, which may affect the ability of KILICO to sell its products, the market value of our investments and the lapse rate and profitability of our contracts, |
| (ii) | various domestic or international military or terrorist activities or conflicts, |
| (iii) | volatility in the securities markets, |
| (iv) | changes in estimates of our reserves for future policy benefits and claims, |
| (v) | changes in our assumptions related to deferred policy acquisition costs, |
| (vi) | our exposure to contingent liabilities, catastrophe losses, and investment losses, |
| (vii) | changes in our claims-paying or credit ratings, |
| (viii) | customer response to new products, distribution channels and marketing initiatives, |
| (ix) | mortality, morbidity, and other factors which may affect the profitability of our insurance products, |
| (x) | changes in the federal income tax laws and regulations which may affect the relative tax advantages of some of our products, |
| (xi) | regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) bank sales and underwriting of insurance products, and regulations relating to the sale and underwriting and pricing of insurance products, |
| (xii) | new laws and regulations, including the recently enacted Sarbanes-Oxley Act of 2002, |
| (xiii) | litigation and regulatory proceedings may result in financial losses, harm our reputation and divert management resources, |
| (xiv) | losses we may incur from assumed reinsurance business, |
| (xv) | our inability to retain personnel who are key to our business and |
| (xvi) | the risk factors or uncertainties listed from time to time in our other filings with the SEC. |
All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any forward looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future results or otherwise.
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a companys critical accounting policies as the ones that are most important to the portrayal of the companys financial condition and results of operations which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this
12
definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies which involve the use of estimates, judgments and assumptions that are significant to understanding our results. For additional information see Note 1 of the Notes to Consolidated Financial Statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information currently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.
Deferred Insurance Acquisition Costs
The costs of acquiring new business, principally commission expense and certain policy issuance and underwriting expenses, have been deferred to the extent they are recoverable from estimated future gross profits (EGPs) on the related contracts