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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the quarterly period ended March 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the transition period from                    to                     

 

Commission file number 333-69620

 


 

GE Life and Annuity Assurance Company

(Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction of

incorporation or organization)

 

54-0283385

(I.R.S. Employer

Identification No.)

6610 West Broad Street, Richmond, Virginia

(Address of principal executive offices)

 

23230

(Zip Code)

 

(804) 281-6000

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ  No  ¨

 

At May 4, 2004, 25,651 shares of common stock with a par value of $1,000.00 were outstanding. The common stock of GE Life and Annuity Assurance Company is not publicly traded.

 



Table of Contents

TABLE OF CONTENTS

 

     Page

PART I – FINANCIAL INFORMATION

    

Item 1. Condensed, Consolidated Financial Statements

   1

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

   8

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   10

Item 4. Controls and Procedures

   10

PART II – OTHER INFORMATION

    

Item 1. Legal Proceedings

   11

Item 6. Exhibits and Reports on Form 8-K

   12

Signatures

   12


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PART I—FINANCIAL INFORMATION

 

Item 1. Condensed, Consolidated, Financial Statements

 

GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

 

Condensed, Consolidated Statements of Current and Retained Earnings

(Dollar amounts in millions)

(Unaudited)

 

     Three Months Ended

    

March 31,

2004


  

March 31,

2003


Revenues:

             

Net investment income

   $ 129.1    $ 137.9

Net realized investment gains

     1.1      19.0

Premiums

     26.0      23.5

Cost of insurance

     36.4      37.3

Variable product fees

     30.5      23.9

Other income

     9.1      9.3
    

  

Total revenues

     232.2      250.9
    

  

Benefits and expenses:

             

Interest credited

     97.6      103.5

Benefits and other changes in policy reserves

     57.3      52.4

Underwriting, acquisition, and insurance expenses, net of deferrals

     33.5      24.2

Amortization of deferred acquisition cost and intangibles

     34.5      34.5
    

  

Total benefits and expenses

     222.9      214.6
    

  

Income before income taxes and cumulative effect of change in accounting principle

     9.3      36.3

Provision for income taxes

     2.8      11.4
    

  

Income before cumulative effect of change in accounting principle

     6.5      24.9

Cumulative effect of change in accounting principle, net of tax

     0.7      —  

Net income

     7.2      24.9

Retained earnings at beginning of period

     527.7      517.6
    

  

Retained earnings at end of period

   $ 534.9    $ 542.5
    

  

 

See Notes to Condensed, Consolidated Financial Statements.

 

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

 

Condensed, Consolidated Balance Sheets

(Dollar amounts in millions except share amounts)

(Unaudited)

 

    

March 31,

2004


  

December 31,

2003


Assets

             

Investments:

             

Fixed maturities available-for-sale, at fair value

   $ 9,742.9    $ 9,640.7

Equity securities available-for-sale, at fair value

     25.0      26.0

Mortgage loans, net of valuation allowance

     1,252.2      1,262.3

Policy loans

     140.4      138.5

Short-term investments

     —        99.6

Other invested assets

     409.6      162.1
    

  

Total investments

     11,570.1      11,329.2

Cash and cash equivalents

     100.9      12.4

Accrued investment income

     110.3      127.8

Deferred acquisition costs

     730.2      897.0

Goodwill

     117.3      117.3

Intangible assets

     256.2      144.6

Reinsurance recoverable

     164.5      160.7

Other assets

     80.0      38.7

Separate account assets

     8,192.3      8,034.9
    

  

Total assets

   $ 21,321.8    $ 20,862.6
    

  

Liabilities and Shareholders’ Interest

             

Liabilities:

             

Future annuity and contract benefits

   $ 10,065.3    $ 10,241.2

Liability for policy and contract claims

     186.7      42.6

Other policyholder liabilities

     185.9      147.8

Other liabilities

     540.3      399.4

Deferred income tax liability

     238.3      174.7

Separate account liabilities

     8,192.3      8,034.9
    

  

Total liabilities

     19,408.8      19,040.6
    

  

Shareholders’ interest:

             

Net unrealized investment gains

     170.1      87.7

Derivatives qualifying as hedges

     1.8      0.4
    

  

Accumulated non-owner changes in equity

     171.9      88.1

Preferred stock, Series A ($1,000 par value, $1,000 redemption and liquidation value, 200,000 shares authorized, 120,000 shares issued and outstanding)

     120.0      120.0

Common stock ($1,000 par value, 50,000 shares authorized, 25,651 shares issued and outstanding)

     25.6      25.6

Additional paid-in capital

     1,060.6      1,060.6

Retained earnings

     534.9      527.7
    

  

Total shareholders’ interest

     1,913.0      1,822.0
    

  

Total liabilities and shareholders’ interest

   $ 21,321.8    $ 20,862.6
    

  

 

See Notes to Condensed, Consolidated Financial Statements.

 

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

 

Condensed, Consolidated Statements of Cash Flows

(Dollar amounts in millions)

(Unaudited)

 

    

Three Months Ended


 
    

March 31,

2004


   

March 31,

2003


 

Cash Flows From Operating Activities

                

Net income

   $ 7.2     $ 24.9  

Adjustments to reconcile net earnings to net cash provided by operating activities:

                

Change in reserves

     122.0       126.5  

Other, net

     (30.1 )     25.1  
    


 


Net cash provided by operating activities

     99.1       176.5  
    


 


Cash Flows From Investing Activities

                

Short-term investment activity, net

     99.6       245.3  

Proceeds from sales, and maturities of investment securities and other invested assets

     350.2       1,233.9  

Principal collected on mortgage and policy loans

     79.9       61.0  

Purchases of investment securities and other invested assets

     (288.7 )     (1,633.6 )

Mortgage and policy loan originations

     (72.0 )     (77.4 )
    


 


Net cash provided by (used in) investing activities

     169.0       (170.8 )
    


 


Cash Flows From Financing Activities

                

Proceeds from issuance of investment contracts

     507.6       888.0  

Redemption and benefit payments on investment contracts

     (681.0 )     (896.9 )

Proceeds from short-term borrowings

     55.8       21.3  

Payments on short-term borrowings

     (62.0 )     (18.1 )
    


 


Net cash used in financing activities

     (179.6 )     (5.7 )
    


 


Increase in Cash and Cash Equivalents

     88.5       —    

Cash and Cash Equivalents at Beginning of Period

     12.4       —    
    


 


Cash and Cash Equivalents at End of Period

   $ 100.9     $ —    
    


 


 

See Notes to Condensed, Consolidated Financial Statements.

 

 

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

 

Notes to Condensed, Consolidated Financial Statements

(Dollar amounts in millions)

(Unaudited)

 

1. The accompanying condensed, consolidated quarterly financial statements represent GE Life and Annuity Assurance Company and its consolidated subsidiary, Assigned Settlement, Inc. (the “Company”, “we”, “us”, or “our” unless the context otherwise requires). All significant intercompany transactions have been eliminated.

 

2. These condensed, consolidated quarterly financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP “). The preparation of condensed, consolidated quarterly financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. We label our quarterly information using a calendar convention, that is, first quarter is consistently labeled as ending on March 31, second quarter as ending on June 30, and third quarter as ending on September 30. It is our longstanding practice to establish actual interim closing dates using a “fiscal “ calendar, which requires our businesses to close their books on a Saturday in order to normalize the potentially disruptive effects of quarterly closings on business processes. The effects of this practice are modest and only exist within a reporting year. The fiscal closing calendar from 1993 through 2013 is available on our ultimate parent’s, General Electric Company, web site, www.ge.com/en/company/investor/secreports.htm.

 

The condensed, consolidated quarterly financial statements are unaudited. These statements include all adjustments (consisting of normal recurring accruals) we considered necessary to present a fair statement of the results of operations, financial position and cash flows. The results reported in these condensed, consolidated, quarterly, financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The condensed, consolidated, quarterly financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K, as of December 31, 2003.

 

3. A summary of changes in shareholders’ interest that do not result directly from transactions with our shareholders follows:

 

    

Three Months Ended


     March 31,
2004


   March 31,
2003


(In millions)     

Net income

     7.2    $ 24.9

Unrealized gains on investment securities — net

     82.4      56.6

Derivatives qualifying as hedges, net

     1.4      1.4
    

  

Total

   $ 91.0    $ 82.9
    

  

 

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4. On January 1, 2004 we adopted American Institute of Certified Public Accountants Statement of Position 03-1 (“SOP 03-1”), Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts. SOP 03-1 provides guidance on separate account presentation and valuation, accounting for sales inducements and classification and valuation of long-duration contract liabilities.

 

Our variable annuity contracts include both fixed account and separate account liabilities. Investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contractholder for assets allocated to the separate account option. As discussed in Note 6, this business was impacted by a reinsurance transaction effective January 1, 2004. Variable annuity contracts provide for a guaranteed minimum death benefit (“GMDB” or “GMDBs”), which provides a minimum account value to be paid on the annuitant’s death. Our contractholders have the option to purchase, at an additional charge, a GMDB rider that provides for enhanced death benefits. This minimum death benefit that we contractually guarantee to be paid on the annuitant’s death is either one of the following specified amounts or (in some cases) the greater of one or more of these amounts (a) current account value, (b) return of premium, which is no less than net deposits made to the contract, (c) the highest contract value on a specified anniversary date (“ratchet”), (d) premium accumulated at a stated interest rate (“roll-up”), or (e) higher of the ratchet or roll-up.

 

On January 1, 2004, the total account value of our variable annuities with GMDBs was approximately $10.3 billion, with related death benefit exposure before reinsurance, or net amount at risk, of approximately $1.8 billion. As of January 1, 2004, contracts with GMDB features not covered by reinsurance had an account value of $3.8 billion, and a related death benefit exposure, or net amount at risk, of $256 million. Prior to adopting SOP 03-1, we held GMDB reserves on the business not reinsured. On January 1, 2004, the cumulative effect of change in accounting principle related to adopting SOP 03-1 was a $0.7 million benefit, net of taxes, for the change in reserves, less additional amortization of deferred acquisition costs, on variable annuity contracts with GMDBs.

 

The following table presents our exposure, net of reinsurance, by GMDB type at March 31, 2004:

 

     Account Value

   Net Amount
at Risk (a)


(In millions)

             

Return of Premium

   $ 511.9    $ 1.3

Ratchet

     1,452.1      55.7

Roll-up

     197.2      0.2

Ratchet & Roll-up

     1,948.1      144.5
    

  

Total

   $ 4,109.3    $ 201.7
    

  

 

  (a) Net amount at risk represents the guaranteed minimum death exposure, in excess of the current account value, if all contractholders died at the balance sheet date.

 

The average attained age, of our contractholders with GMDBs weighted by net amount at risk, is 65.3 years of age as of March 31, 2004.

 

The assets supporting the separate accounts of the variable contracts are primarily mutual fund equity securities and are reflected in our Condensed, Consolidated Balance Sheet at fair value and reported as summary total separate account assets with an equivalent summary total reported for liabilities. Amounts assessed against the contractholders for mortality, administrative, and other services are included in revenues. Changes in liabilities for minimum guarantees are included in benefits and other changes in policy reserves. Separate account net investment income, net investment gains and losses, and the related liability changes are offset within the same line item in the Condensed, Consolidated Statements of Earnings.

 

The liability for our GMDBs on variable annuity contracts net of reinsurance was $2.5 million at January 1 and March 31, 2004. Paid GMDBs, net of reinsurance, was $0.6 million for the three months ended March 31, 2004. Incurred GMDBs, net of reinsurance, was $0.6 million for the three months ended March 31, 2004.

 

 

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The GMDB liability is determined by estimating the expected value of death benefits in excess of the projected account value and recognizing the excess ratably over the accumulation period based on total expected assessments. We regularly evaluate estimates used and adjust the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised.

 

The following assumptions were used to determine the GMDB liability at January 1 and March 31, 2004: data used was 100 stochastically generated investment performance scenarios; geometric mean equity growth assumed to be 9.5% and volatility assumed to be 20% for the portion of account value invested in equity securities; mortality assumed to be 95% of the 1983 Basic Table mortality; lapse rates, which vary by contract type and duration, assumed to range from 1% to 25% and correspond closely to lapse rates used for deferred acquisition cost amortization; and discount rate assumed to be 8%.

 

We defer sales inducements for features on variable annuities that entitle the contractholder to an incremental amount to be credited to the account value upon making a deposit, and for fixed annuities with crediting rates higher than the contract’s expected ongoing crediting rates for periods after the inducement. Upon adoption of SOP 03-1, we reclassified previously deferred sales inducements of $138.0 million at January 1, 2004 from unamortized deferred acquisition costs to a separate intangible asset. For the three months ended March 31, 2004 we deferred new sales inducements of $2.8 million. At March 31, 2004 the unamortized sales inducements balance was $137.8 million. Deferred sales inducements are amortized in benefits and other changes in policy reserves using the same methodology and assumptions used to amortize deferred acquisition costs. For the three months ended March 31, 2004 we amortized sales inducements of $3.0 million.

 

5. During the fourth quarter of 2003, we redefined our operating segments. Management realigned the business on a product line and market basis to intensify its focus on return on equity, optimum deployment of capital and distribution effectiveness. As a result of this change, our operations are conducted under two reporting segments corresponding to customer needs: Retirement Income and Investments and Protection. We also have a Corporate and Other segment. Prior to this change, our three reporting segments were Total Annuities, Life, and All Other. The Retirement Income and Investments segment provides investment products that include fixed and variable deferred annuities, guaranteed investment contracts and funding agreements, and variable life annuities. The Protection segment includes universal life insurance, interest sensitive life insurance and accident and health insurance. The Corporate and Other segment consists primarily of net realized investment gains (losses), interest and other financing expenses.

 

 

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The following is a summary of operating segment activity:

 

     Three Months Ended

(In millions)    March 31, 2004

    March 31, 2003

Revenues

              

Retirement Income and Investments

   $ 128.0     $ 136.0

Protection

     95.6       99.5

Corporate and Other

     8.6       15.4
    


 

Total revenues

   $ 232.2     $ 250.9
    


 

Income (loss) before income taxes and cumulative effect of change in accounting principle

              

Retirement Income and Investments

   $ (0.9 )   $ 10.3

Protection

     7.8       9.0

Corporate and Other

     2.4       17.0
    


 

Income before income taxes and cumulative effect of change in accounting principle

   $ 9.3     $ 36.3
    


 

The following is a summary of assets by operating segment:               
(In millions)   

March 31,

2004


   

December 31,

2003


Assets

              

Retirement Income and Investments

   $ 17,397.7     $ 17,412.4