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EX-32 - EXHIBIT 32 - GREAT WEST LIFE & ANNUITY INSURANCE COq12018gwla-exx32.htm
EX-31.2 - EXHIBIT 31.2 - GREAT WEST LIFE & ANNUITY INSURANCE COq12018gwla-exx312.htm
EX-31.1 - EXHIBIT 31.1 - GREAT WEST LIFE & ANNUITY INSURANCE COq12018gwla-ex311.htm
EX-3.II - EXHIBIT 3.II - GREAT WEST LIFE & ANNUITY INSURANCE COq12018gwla-exhibit3ii.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

 (Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2018

 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 333-1173
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
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)
 
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 ¨
 
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 ¨

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. 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging growth company
¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Act.
 
Yes ¨         No x
 
As of May 14, 2018, 7,320,176 shares of the registrant’s common stock were outstanding, all of which were owned by the registrant’s parent company.




Table of Contents
 
 
 
Page
 
 
 
Number
Part I
 
 
Item 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2
 
Item 3
 
Item 4
 
 
 
 
Part II
 
Item 1
 
Item 1A
 
Item 6
 
 
 
 
 
 


2



Part I     Financial Information
Item1.    Interim Financial Statements


 GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Balance Sheets
March 31, 2018 and December 31, 2017
(In Thousands, Except Share Amounts)
(Unaudited)
 
 
 
March 31, 2018
 
December 31, 2017
Assets
 
 

 
 

Investments:
 
 

 
 

Fixed maturities, available-for-sale, at fair value (amortized cost $22,821,271 and $22,762,962)
 
$
23,183,757

 
$
23,593,139

Fixed maturities, held-for-trading, at fair value (amortized cost $20,182 and $20,512)
 
20,254

 
21,059

Mortgage loans on real estate (net of allowances of $773 and $773)
 
4,151,760

 
4,005,187

Policy loans
 
4,067,552

 
4,104,094

Short-term investments (amortized cost $297,520 and $350,266)
 
297,520

 
350,266

Limited partnership interests
 
53,120

 
45,540

Other investments
 
17,918

 
17,997

Total investments
 
31,791,881

 
32,137,282

 
 
 
 
 
Other assets:
 
 

 
 

Cash and cash equivalents
 
20,572

 
17,211

Reinsurance recoverable
 
589,117

 
589,080

Deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”)
 
632,548

 
518,510

Investment income due and accrued
 
330,514

 
299,362

Collateral under securities lending agreements
 
95,024

 

Due from parent and affiliates
 
101,768

 
114,133

Goodwill
 
137,683

 
137,683

Other intangible assets
 
16,413

 
17,085

Other assets
 
1,040,593

 
954,250

Assets of discontinued operations
 
15,232

 
16,095

Separate account assets
 
26,843,072

 
27,660,571

Total assets
 
$
61,614,417

 
$
62,461,262

 
See notes to condensed consolidated financial statements.
 
(Continued)


3



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Balance Sheets
March 31, 2018 and December 31, 2017
(In Thousands, Except Share Amounts)
(Unaudited)
 
 
 
March 31, 2018
 
December 31, 2017
Liabilities and stockholder’s equity
 
 

 
 

Policy benefit liabilities:
 
 

 
 

Future policy benefits
 
$
30,202,676

 
$
30,048,927

Policy and contract claims
 
401,815

 
389,029

Policyholders’ funds
 
247,781

 
280,578

Provision for policyholders’ dividends
 
40,403

 
41,972

Undistributed earnings on participating business
 
12,070

 
14,636

Total policy benefit liabilities
 
30,904,745

 
30,775,142

 
 
 
 
 
General liabilities:
 
 

 
 

Due to parent and affiliates
 
559,754

 
553,901

Commercial paper
 
85,882

 
99,886

Payable under securities lending agreements
 
95,024

 

Deferred income tax liabilities, net
 
50,926

 
93,203

Other liabilities
 
854,700

 
812,875

Liabilities of discontinued operations
 
15,232

 
16,095

Separate account liabilities
 
26,843,072

 
27,660,571

Total liabilities
 
59,409,335

 
60,011,673

 
 
 
 
 
Commitments and contingencies (See Note 13)
 


 


 
 
 
 
 
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; 7,320,176 shares issued and outstanding
 
7,320

 
7,320

Additional paid-in capital
 
950,586

 
949,520

Accumulated other comprehensive income
 
137,775

 
440,957

Retained earnings
 
1,109,401

 
1,051,792

Total stockholder’s equity
 
2,205,082

 
2,449,589

Total liabilities and stockholder’s equity
 
$
61,614,417

 
$
62,461,262

 
See notes to condensed consolidated financial statements.
 
(Concluded)


4



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Income
Three Months Ended March 31, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Revenues:
 
 
 
 
Premium income
 
$
144,682

 
$
152,241

Fee income
 
275,964

 
255,116

Other revenue
 
2,985

 
2,384

Net investment income
 
338,141

 
313,471

Investment (losses) gains, net
 
(43,743
)
 
(11,754
)
Total revenues
 
718,029

 
711,458

Benefits and expenses:
 
 
 
 
Life and other policy benefits
 
187,544

 
170,289

(Decrease) increase in future policy benefits
 
(22,008
)
 
126

Interest credited or paid to contractholders
 
161,283

 
153,946

Provision for policyholders’ share of losses on participating business
 
(516
)
 
(2
)
Dividends to policyholders
 
12,282

 
15,069

Total benefits
 
338,585

 
339,428

General insurance expenses
 
298,132

 
307,131

Amortization of DAC and VOBA
 
11,292

 
5,322

Interest expense
 
7,809

 
7,630

Total benefits and expenses
 
655,818

 
659,511

Income before income taxes
 
62,211

 
51,947

Income tax expense
 
13,553

 
17,117

Net income
 
$
48,658

 
$
34,830

 
See notes to condensed consolidated financial statements.


5



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Comprehensive Income
Three Months Ended March 31, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Net income
 
$
48,658

 
$
34,830

Components of other comprehensive (loss) income
 
 

 
 

Unrealized holding (losses) gains, net, arising on available-for-sale fixed maturity investments
 
(459,680
)
 
130,229

Unrealized holding (losses) gains, net, arising on cash flow hedges
 
(6,496
)
 
(6,955
)
Reclassification adjustment for (gains) losses, net, realized in net income
 
(5,587
)
 
1,475

Net unrealized (losses) gains related to investments
 
(471,763
)
 
124,749

Future policy benefits, DAC and VOBA adjustments
 
87,408

 
(28,466
)
Employee benefit plan adjustment
 
580

 
2,146

Other comprehensive (loss) income before income taxes
 
(383,775
)
 
98,429

Income tax (benefit) expense related to items of other comprehensive income
 
(80,593
)
 
34,450

Other comprehensive (loss) income(1)
 
(303,182
)
 
63,979

Total comprehensive (loss) income
 
$
(254,524
)
 
$
98,809


(1) Other comprehensive (loss) income includes the non-credit component of impaired (losses) gains, net, on fixed maturities available-for-sale in the amounts of $(16,222) and $(1,089) for the three months ended March 31, 2018 and 2017, respectively.
 
See notes to condensed consolidated financial statements.


6



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Stockholder’s Equity
Three Months Ended March 31, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
stock
 
Additional
paid-in
capital
 
Accumulated
 other
comprehensive
income
 
Retained
earnings
 
Total
Balances, January 1, 2018
 
$
7,320

 
$
949,520

 
$
440,957

 
$
1,051,792

 
$
2,449,589

Cumulative impact of adopting ASC 606, net of tax
 

 

 

 
32,952

 
32,952

Adjusted balances, January 1, 2018
 
7,320

 
949,520

 
440,957

 
1,084,744

 
2,482,541

Net income
 

 

 

 
48,658

 
48,658

Other comprehensive loss, net of income taxes
 

 

 
(303,182
)
 

 
(303,182
)
Dividends
 

 

 

 
(24,001
)
 
(24,001
)
Capital contribution(1)
 

 
848

 

 

 
848

Capital contribution - stock-based compensation
 

 
218

 

 

 
218

Balances, March 31, 2018
 
$
7,320

 
$
950,586

 
$
137,775

 
$
1,109,401

 
$
2,205,082

(1) In February 2018, the Company received a capital contribution from its parent, GWL&A Financial, in the amount of $848. No additional shares of the Company were issued in relation to this contribution.


 
 
Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
stock
 
Additional
paid-in
capital
 
Accumulated
other
comprehensive
income
 
Retained
earnings
 
Total
Balances, January 1, 2017
 
$
7,293

 
$
863,031

 
$
235,875

 
$
906,122

 
$
2,012,321

Net income
 

 

 

 
34,830

 
34,830

Other comprehensive income, net of income taxes
 

 

 
63,979

 

 
63,979

Dividends
 

 

 

 
(77,000
)
 
(77,000
)
Capital contribution - stock-based compensation
 

 
420

 

 

 
420

Balances, March 31, 2017
 
$
7,293

 
$
863,451

 
$
299,854

 
$
863,952

 
$
2,034,550

 
See notes to condensed consolidated financial statements.


7



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Net cash (used in) provided by operating activities
 
$
(4,922
)
 
$
357,163

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Proceeds from sales, maturities and redemptions of investments:
 
 

 
 

Fixed maturities, available-for-sale
 
1,261,881

 
1,825,006

Mortgage loans on real estate
 
79,649

 
54,480

Limited partnership interests and other investments
 
2,585

 
3,106

Purchases of investments:
 
 

 
 

Fixed maturities, available-for-sale
 
(1,242,999
)
 
(1,599,114
)
Mortgage loans on real estate
 
(223,500
)
 
(335,324
)
Limited partnership interests and other investments
 
(6,805
)
 
(4,555
)
Net change in short-term investments
 
61,688

 
(439,510
)
Net change in policy loans
 
854

 
279

Purchases of furniture, equipment, and software
 
(9,841
)
 
(9,978
)
Net cash used in investing activities
 
(76,488
)
 
(505,610
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Contract deposits
 
700,628

 
778,744

Contract withdrawals
 
(610,434
)
 
(543,572
)
Dividends paid
 
(24,001
)
 
(77,000
)
Capital contribution
 
848

 

Payments for and interest paid on financing element derivatives, net
 
(938
)
 
(1,870
)
Net change in commercial paper borrowings
 
(14,004
)
 
(404
)
Net change in book overdrafts
 
32,704

 
(12,672
)
Employee taxes paid for withheld shares
 
(32
)
 
(180
)
Net cash provided by financing activities
 
84,771

 
143,046

 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
3,361

 
(5,401
)
Cash and cash equivalents, beginning of year
 
17,211

 
18,321

Cash and cash equivalents, end of period
 
$
20,572

 
$
12,920

 
See notes to condensed consolidated financial statements.
 
(Continued)

8



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2018 and 2017
(In Thousands)
(Unaudited)
 
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Supplemental disclosures of cash flow information:
 
 

 
 
Net cash paid during the year for:
 
 

 
 

Income taxes
 
$
(3,377
)
 
$
(3,139
)
Interest
 
(3,799
)
 
(3,199
)
 
 
 
 
 
Non-cash investing and financing transactions during the years:
 
 
 
 
Share-based compensation expense
 
$
218

 
$
420

   Fair value of assets acquired in settlement of fixed maturity investments
 
12,336

 

 
See notes to condensed consolidated financial statements.
 
(Concluded)


9

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)




1.  Organization and Basis of Presentation
 
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. LLC (“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 condensed 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.
 
The condensed consolidated balance sheet as of December 31, 2017, which was derived from the Company’s audited consolidated financial statements, and the unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2018, have been prepared in accordance with the instructions for Form 10-Q.  In compliance with those instructions, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  As such, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
 
In the opinion of management, these statements include all normal recurring adjustments necessary to fairly present the Company’s condensed consolidated results of operations, financial position, and cash flows as of March 31, 2018, and for all periods presented. The condensed consolidated results of operations and condensed consolidated statement of cash flows for the three months ended March 31, 2018, are not necessarily indicative of the results or cash flows expected for the full year.
 
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. Actual results could differ from those estimates.

2.  Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In May, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and all the related amendments to customer contracts (collectively “ASC 606”), effective for interim and annual periods beginning after December 15, 2017. ASC 606 supersedes nearly all existing revenue recognition guidance under U.S. GAAP; however, it did not impact the accounting for insurance and investment contracts within the scope of financial services insurance, leases, financial instruments and guarantees. The core principle of the model requires that an entity recognizes 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. See Note 9 for additional information.


10

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605.

The primary impact of ASC 606 to the Company relates to the accounting for certain contract costs and contract fulfillment costs, which were expensed as incurred under ASC 605. Under ASC 606, these costs are deferred and amortized over the expected life of the customer contract, which the Company determined to be 10 years. The Company presents these contract costs and contract fulfillment costs on the balance sheet as a part of the DAC and VOBA balance.

The Company recorded a net increase to opening retained earnings of $32,952, net of tax, as of January 1, 2018 due to the cumulative impact of adopting ASC 606.

In January, 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, effective for interim and annual periods beginning after December 15, 2017. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments including requiring equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income, eliminating certain disclosure requirements related to financial instruments measured at amortized cost, and adding disclosures related to the measurement categories of financial assets and financial liabilities.  The primary impact to the Company’s condensed consolidated financial statements was that the Company’s limited partnership interests, that were accounted for under the cost method, are now measured at fair value with changes in the fair value recognized in net income. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), effective for fiscal years and interim periods within those beginning after December 15, 2017. This ASU addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The primary impacts to the Company’s condensed consolidated financial statement include reclassification of proceeds received from the settlement of corporate-owned life insurance policies (“COLI”) from cash flow from operations to cash flow from investing and reclassification of certain change in due to / from parent and affiliate from investing to operating. As the Company has retroactively applied this guidance as required by the ASU, the following updates were made to the condensed consolidated cash flow statement for the three months ended March 31, 2017 to conform to current year presentation:
Reclassification of proceeds received from the settlement of COLIs of $1,680 from cash flow from operations to cash flows from investing; and
Reclassification of change in due to / from parent and affiliate of $2,921 from cash flow from financing to cash flows from operations.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash (a consensus of the Emerging Issues Task Force), effective for fiscal years and interim periods within those beginning after December 15, 2017. This update requires organizations to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The adoption of this standard did not have a material impact on the condensed consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, effective for annual reporting periods beginning on or after December 15, 2017, and interim periods within those annual periods. This update requires organizations to disaggregate the service cost component from the other components of net benefit costs in the income statement and present it with other current compensation costs for the related employees while providing guidance for capitalization eligibility for service costs. The adoption of this standard did not have a material impact on the condensed consolidated financial statements.
 



11

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Future adoption of new accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases, effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted as of the beginning of an interim or annual period. This update requires organizations to recognize lease assets and lease liabilities on the balance sheet with lease terms of more than 12 months and also disclose certain qualitative and quantitative information about leasing arrangements. The Company’s implementation efforts are primarily focused on the review of its existing lease contracts and performing a completeness assessment over the lease population. The Company continues to evaluate the impact of this update on its condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses: Measurement of Credit Losses on Financial Instruments, effective for fiscal years and interim periods within those beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018. This update amends guidance on the impairment of financial instruments by adding an impairment model that is based on expected losses rather than incurred losses and is intended to result in more timely recognition of losses. The standard also simplifies the accounting by decreasing the number of credit impairment models that an entity can use to account for debt instruments. The Company continues to evaluate the impact of this update on its condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other, effective for annual or any interim goodwill impairment tests after December 15, 2019.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The update eliminates Step 2 from the goodwill impairment test and will require management to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.  Any amount by which the carrying amount exceeds the reporting unit’s fair value (not to exceed the goodwill allocated to that reporting unit) is recognized as an impairment charge.  The Company performs its goodwill impairment annually in the 4th quarter or more frequently if events or circumstances indicate that there may be justification for performing an interim test. The adoption of this standard is not anticipated to have a material impact on the condensed consolidated financial statements.

3.  Dividends
 
The maximum amount of dividends, which can be paid to stockholders by insurance companies domiciled in the State of Colorado, is subject to restrictions relating to statutory surplus and statutory net gain from operations.  Prior to the payment of any dividends, the Company seeks approval from the Colorado Insurance Commissioner.  During the three months ended March 31, 2018 and 2017, the Company paid dividends of $24,001 and $77,000, respectively, to its parent, GWL&A Financial. 


12

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



4.  Summary of Investments
 
The following tables summarize fixed maturity investments classified as available-for-sale and the non-credit-related component of other-than-temporary impairments (“OTTI”) in accumulated other comprehensive income (loss) (“AOCI”): 
 
 
March 31, 2018
 
 
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
 
$
1,392,346

 
$
32,603

 
$
25,591

 
$
1,399,358

 
$

Obligations of U.S. states and their subdivisions
 
1,877,627

 
186,166

 
3,226

 
2,060,567

 

Corporate debt securities (2)
 
15,555,511

 
380,876

 
246,981

 
15,689,406

 
(887
)
Asset-backed securities
 
1,592,351

 
76,838

 
18,172

 
1,651,017

 
(32,154
)
Residential mortgage-backed securities
 
137,413

 
2,278

 
1,109

 
138,582

 
(110
)
Commercial mortgage-backed securities
 
1,374,477

 
6,728

 
32,708

 
1,348,497

 

Collateralized debt obligations
 
891,546

 
4,785

 
1

 
896,330

 

Total fixed maturities
 
$
22,821,271

 
$
690,274

 
$
327,788

 
$
23,183,757

 
$
(33,151
)
 
 
 
 
 
 
 
 
 
 
 
(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 $89,267 and estimated fair value of $88,877. 

 
 
December 31, 2017
 
 
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
 
$
1,837,748

 
$
41,777

 
$
7,883

 
$
1,871,642

 
$

Obligations of U.S. states and their subdivisions
 
1,872,120

 
220,507

 
1,655

 
2,090,972

 

Corporate debt securities (2)
 
15,234,473

 
581,991

 
110,377

 
15,706,087

 
(1,018
)
Asset-backed securities
 
1,622,806

 
105,301

 
10,131

 
1,717,976

 
(56,735
)
Residential mortgage-backed securities
 
63,187

 
2,446

 
649

 
64,984

 
(140
)
Commercial mortgage-backed securities
 
1,352,906

 
17,692

 
12,989

 
1,357,609

 

Collateralized debt obligations
 
779,722

 
4,227

 
80

 
783,869

 

Total fixed maturities
 
$
22,762,962

 
$
973,941

 
$
143,764

 
$
23,593,139

 
$
(57,893
)
 
 
 
 
 
 
 
 
 
 
 
(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 $89,267 and estimated fair value of $87,348.
 
See Note 7 for additional discussion regarding fair value measurements.


13

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



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. 
 
March 31, 2018
 
Amortized cost
 
Estimated fair value
Maturing in one year or less
$
813,963

 
$
826,233

Maturing after one year through five years
3,808,805

 
3,869,012

Maturing after five years through ten years
8,164,513

 
8,147,763

Maturing after ten years
4,993,140

 
5,270,972

Mortgage-backed and asset-backed securities
5,040,850

 
5,069,777

 Total fixed maturities
$
22,821,271

 
$
23,183,757

 
 
 
 

Mortgage-backed (commercial and residential) and asset-backed securities include those issued by the U.S. government and U.S. agencies.

The following table summarizes information regarding the sales of securities classified as available-for-sale:
 
Three Months Ended March 31,
 
2018
 
2017
Proceeds from sales
$
966,420

 
$
1,580,522

Gross realized gains from sales
12,274

 
12,433

Gross realized losses from sales
6,283

 
15,257

 
 
 
 

Mortgage loans on real estate — The recorded investment of the mortgage loan portfolio categorized as performing was $4,152,533 and $4,005,960 as of March 31, 2018 and December 31, 2017, respectively.

The following table summarizes activity in the mortgage provision allowance:
 
Three Months Ended March 31, 2018
 
Year Ended December 31, 2017
 
Commercial mortgages
 
Commercial mortgages
Beginning balance
$
773

 
$
2,882

Provision increases

 
157

Charge-off

 
(663
)
Recovery

 
(30
)
Provision decreases

 
(1,573
)
Ending balance
$
773

 
$
773

 
 
 
 
Allowance ending balance by basis of impairment method:
 
 
 
Collectively evaluated for impairment
773

 
773

 
 
 
 
Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method:
$
4,152,533

 
$
4,005,960

Individually evaluated for impairment
2,871

 
2,942

Collectively evaluated for impairment
4,149,662

 
4,003,018

 
 
 
 


14

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Limited partnership interests — Limited partnership interests represent the Company’s minority ownership interests in pooled investment funds that primarily make private equity investments across diverse industries and geographical focuses. The Company has determined its interest in each limited partnership to be considered a variable interest entity (“VIE”). Consolidation is not required as the Company is not deemed to be the primary beneficiary of the VIEs. The carrying value and maximum exposure to loss in relation to the activities of the VIEs was $53,120 and $45,540 at March 31, 2018 and December 31, 2017, respectively.

Securities lending — Securities with a cost or amortized cost of $128,151 and estimated fair values of $122,278 were on loan under the program at March 31, 2018. There were no securities on loan at December 31, 2017.  The Company received cash of $95,024 and securities with a fair value of $31,424 as collateral at March 31, 2018. The Company bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment.

Under the securities lending program the collateral pledged is, by definition, the securities loaned against the cash borrowed. The cash collateral liability under the securities lending program is $95,024, and class of securities loaned consists entirely of corporate debt securities.

The Company’s securities lending agreements are open agreements meaning the borrower can return and the Company can recall the loaned securities at any time. The assets and liabilities associated with securities lending program are not subject to master netting arrangements and are not offset in the condensed consolidated balance sheets.

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:
 
 
March 31, 2018
 
 
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
 
$
735,249


$
19,678


$
151,508


$
5,913


$
886,757


$
25,591

Obligations of U.S. states and their subdivisions
 
94,712


1,113


37,455


2,113


132,167


3,226

Corporate debt securities
 
6,254,337


140,152


1,667,376


106,829


7,921,713


246,981

Asset-backed securities
 
667,026


10,231


209,018


7,941


876,044


18,172

Residential mortgage-backed securities
 
81,291


411


10,464


698


91,755


1,109

Commercial mortgage-backed securities
 
778,597


15,656


287,246


17,052


1,065,843


32,708

Collateralized debt obligations
 
21,000


1






21,000


1

Total fixed maturities
 
$
8,632,212


$
187,242


$
2,363,067


$
140,546


$
10,995,279


$
327,788

Total number of securities in an unrealized loss position
 
 


808


 


271


 


1,079

 

15

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
 
December 31, 2017
 
 
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
 
$
755,861


$
4,159


$
230,447


$
3,724


$
986,308


$
7,883

Obligations of U.S. states and their subdivisions
 
24,908


180


37,012


1,475


61,920


1,655

Corporate debt securities
 
2,229,585


19,568


2,036,323


90,809


4,265,908


110,377

Asset-backed securities
 
544,778


3,011


245,341


7,120


790,119


10,131

Residential mortgage-backed securities
 
4,405


23


11,416


626


15,821


649

Commercial mortgage-backed securities
 
342,820


2,451


295,164


10,538


637,984


12,989

Collateralized debt obligations
 
7,277


80






7,277


80

Total fixed maturities
 
$
3,909,634


$
29,472


$
2,855,703


$
114,292


$
6,765,337


$
143,764

Total number of securities in an unrealized loss position
 
 


368


 


293


 


661

 
 
 
 
 
 
 
 
 
 
 
 
 

Fixed maturity investments — Total unrealized losses and OTTI increased by $184,024, or 128%, from December 31, 2017 to March 31, 2018. The majority, or $157,770, of the increase was in the less than twelve months category. The overall increase in unrealized losses was across most asset classes and reflects higher interest rates at March 31, 2018, compared to December 31, 2017, resulting in generally lower valuations of these fixed maturity securities.
 
Total unrealized losses greater than twelve months increased by $26,254 from December 31, 2017 to March 31, 2018.  Corporate debt securities account for 76%, or $106,829, of the unrealized losses and OTTI greater than twelve months at March 31, 2018.  Non-investment grade corporate debt securities account for $7,612 of the unrealized losses and OTTI greater than twelve months. Management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.
 
Asset-backed and commercial-backed securities account for 18% of the unrealized losses and OTTI greater than twelve months at March 31, 2018.  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 investment (losses) gains is summarized as follows:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Beginning balance
 
$
62,231

 
$
83,665

Reductions:
 
 
 
 
Due to sales, maturities or payoffs during the period
 
(1,510
)
 

Due to increases in cash flows expected to be collected that are recognized over the remaining life of the security
 
(7,946
)
 
(3,306
)
Ending balance
 
$
52,775

 
$
80,359


5.  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.

16

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



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 $138,689 and $93,761 as of March 31, 2018, and December 31, 2017, respectively.  The Company had pledged collateral related to these derivatives of $117,240 and $42,750 as of March 31, 2018, and December 31, 2017, respectively, in the normal course of business.  If the credit-risk-related contingent features were triggered on March 31, 2018, the fair value of assets that could be required to settle the derivatives in a net liability position was $21,449.
 
At March 31, 2018, and December 31, 2017, the Company had pledged $128,868 and $52,330 of unrestricted cash collateral to counterparties in the normal course of business, while other counterparties had pledged $637 and $5,490 of unrestricted cash collateral to the Company to satisfy collateral netting agreements, respectively.
 
At March 31, 2018, the Company estimated $62,494 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.

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 security investments and debt obligations from a floating rate to a fixed rate. 
 
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, over-the-counter (“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 the Chicago Mercantile Exchange ("CME") while others are bilateral contracts between the Company and a counterparty.
 
In 2017, the CME amended its rulebook to classify variation margin transfers as settlement payments instead of collateral. The Company adjusts the fair value by the variation margin payments on derivatives cleared through the CME.

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.

Foreign currency contracts
 
Cross-currency swaps and foreign currency forwards 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. The Company uses foreign currency forwards to reduce the risk of foreign currency exchange rate changes on proceeds received on sales of foreign denominated debt instruments; however, hedge accounting is not elected.


17

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Equity contracts

The Company uses futures on equity indices to offset changes in guaranteed lifetime withdrawal benefit liabilities; however, hedge accounting is not elected.

Other forward contracts
 
The Company uses forward settling to be announced (“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. 

The following tables summarize the notional amount and fair value of derivative financial instruments, excluding embedded derivatives:
 
March 31, 2018
 
 
 
Net derivatives
 
Asset derivatives
 
Liability derivatives
 
Notional amount
 
Fair value
 
Fair value (1)
 
Fair value (1)
Hedge designation/derivative type:
 


 


 


 

Derivatives designated as hedges:
 


 


 


 

Cash flow hedges:
 


 


 


 

Interest rate swaps
$
22,300


$
6,156


$
6,156


$

Cross-currency swaps
864,609


(65,232
)

10,404


75,636

Total cash flow hedges
886,909


(59,076
)

16,560


75,636

 











Total derivatives designated as hedges
886,909


(59,076
)

16,560


75,636

 











Derivatives not designated as hedges:
 


 


 


 

Interest rate swaps
534,100


775


1,703


928

Futures on equity indices
57,609







Interest rate futures
47,300







Interest rate swaptions
172,761


135


135



Other forward contracts
820,000


3,691


3,691



Cross-currency swaps
612,733


(49,242
)

12,882


62,124

Total derivatives not designated as hedges
2,244,503


(44,641
)

18,411


63,052

Total derivative financial instruments
$
3,131,412


$
(103,717
)

$
34,971


$
138,688

 
 
 
 
 
 
 
 
(1) The estimated fair value includes 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 condensed consolidated balance sheets.

18

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
December 31, 2017
 
 
 
Net derivatives
 
Asset derivatives
 
Liability derivatives
 
Notional amount
 
Fair value
 
Fair value (1)
 
Fair value (1)
Hedge designation/derivative type:
 


 


 


 

Derivatives designated as hedges:
 


 


 


 

Cash flow hedges:
 


 


 


 

Interest rate swaps
$
388,800


$
7,476


$
7,476


$

Cross-currency swaps
800,060


(31,358
)

19,958


51,316

Total cash flow hedges
1,188,860


(23,882
)

27,434


51,316

 











Total derivatives designated as hedges
1,188,860


(23,882
)

27,434


51,316

 











Derivatives not designated as hedges:
 


 


 


 

Interest rate swaps
519,100


1,902


3,530


1,628

Futures on equity indices
22,074







Interest rate futures
60,700







Interest rate swaptions
164,522


75


75



Cross-currency swaps
612,733


(21,279
)

20,320


41,599

Total derivatives not designated as hedges
1,379,129


(19,302
)

23,925


43,227

Total derivative financial instruments
$
2,567,989


$
(43,184
)

$
51,359


$
94,543

 
 
 
 
 
 
 
 
(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 condensed 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 three months ended March 31, 2018, was $747,900, $1,461,328, $89,085, $170,701, and $1,652,500 for interest rate swaps, cross-currency swaps, futures, swaptions, and other forward contracts, respectively. The average notional outstanding during the year ended December 31, 2017, was $905,977, $1,323,398, $108,438, $162,896, and $2,231,196 for interest rate swaps, cross-currency swaps, futures, swaptions, and other forward contracts, respectively.

The following tables present the effect of derivative instruments in the condensed consolidated statements of income and comprehensive income reported by cash flow hedges and derivatives not designated as hedges, excluding embedded derivatives: 

Gain (loss) recognized in OCI on derivatives (Effective portion)
 
Gain (loss) reclassified from OCI
into net income (Effective portion)
 
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
 
2018
 
2017
 
2018
 
2017
 
Cash flow hedges:
 

 
 

 
 

 
 

 
Interest rate swaps
$
(1,012
)
 
$
(148
)
 
$
928

 
$
1,220

(A)
Interest rate swaps
29,029

 
3,843

 
(255
)
 
(880
)
(B)
Cross-currency swaps
(34,513
)
 
(10,650
)
 
(526
)
 
1,102

(A)
Total cash flow hedges
$
(6,496
)
 
$
(6,955
)
 
$
147

 
$
1,442

 
(A) Net investment income.
(B) Interest expense.
 
 
 
 
 
 
 
 
 

19

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
Gain (loss) on derivatives recognized in net income
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
Derivatives not designated as hedging instruments:
 

 
 

 
Futures on equity indices
$

(A)
$
(684
)
(A)
Futures on equity indices
(641
)
(B)
(1,284
)
(B)
Interest rate swaps

(A)
(1,549
)
(A)
Interest rate swaps
(10,966
)
(B)

(B)
Interest rate futures

(A)
(14
)
(A)
Interest rate futures
48

(B)
5

(B)
Interest rate swaptions

(A)
(27
)
(A)
Interest rate swaptions
36

(B)
(74
)
(B)
Other forward contracts

(A)
6,784

(A)
Other forward contracts
(20,368
)
(B)
(5,597
)
(B)
Cross-currency swaps

(A)
(14,168
)
(A)
Cross-currency swaps
(28,144
)
(B)

(B)
Total derivatives not designated as hedging instruments
$
(60,035
)
 
$
(16,608
)
 
(A) Net investment income.
(B) Represents investment (losses) gains, net.
 
 
 
 
 

Embedded derivative - Guaranteed Lifetime Withdrawal Benefit

The Company offers a guaranteed lifetime withdrawal benefit (“GLWB”) through a variable annuity or a contingent deferred annuity. The GLWB is deemed to be an embedded derivative. The GLWB is recorded at fair value within future policy benefits on the condensed consolidated balance sheets. Changes in fair value of the GLWB are recorded in investment (losses) gains, net in the condensed consolidated statements of income.

The estimated fair value of the GLWB was $3,993 and $11,095 at March 31, 2018, and December 31, 2017, respectively. The changes in fair value of the GLWB were $7,102 and $1,670 for the three months ended March 31, 2018, and 2017, respectively.

6.  Summary of Offsetting Assets and Liabilities
 
The Company enters into derivative transactions and short-term reverse repurchase agreements with several approved counterparties. The Company’s derivative transactions are generally governed by MSFTA or ISDA 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 MSFTA and ISDA 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. Short-term reverse repurchase agreements also include collateral provisions with the counterparty. 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: 
 
 
March 31, 2018
 
 
 
 
Gross fair value not offset
 
 
 
 
 
 
in balance sheets
 
 
 
 
Gross fair value of
 
Financial
 
 
 
Net
Financial instruments (assets):
 
recognized assets (1)
 
instruments
 
Cash collateral
 
fair value
Derivative instruments (2)
 
$
34,971


$
(31,280
)

$
(637
)

$
3,054

Short-term reverse repurchase agreements (3)
 
15,900

 
(15,900
)
 

 

Total financial instruments (assets)
 
$
50,871

 
$
(47,180
)
 
$
(637
)
 
$
3,054


20

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
 
 
 
 
 
 
 
 
 
 
March 31, 2018
 
 
 
 
Gross fair value not offset
 
 
 
 
 
 
in balance sheets
 
 
 
 
Gross fair value of
 
Financial
 
 
 
Net
Financial instruments (liabilities):
 
recognized liabilities (1)
 
instruments
 
Cash collateral
 
fair value
Derivative instruments (4)
 
$
138,689

 
$
(31,280
)
 
$
(107,344
)
 
$
65

 
 
 
 
 
 
 
 
 
(1) The gross fair value of derivative instrument and short-term reverse repurchase agreement assets is not netted against offsetting liabilities for presentation on the condensed consolidated balance sheets.
(2) The estimated fair value of derivative instrument assets is reported in other assets in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.
(3) The estimated fair value of short-term reverse repurchase agreement assets is reported in short-term investments in the condensed consolidated balance sheets. The collateral is held by an independent third-party custodian under a tri-party agreement.
(4) The estimated fair value of derivative instrument liabilities is reported in other liabilities in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.

 

December 31, 2017
 

 
 
Gross fair value not offset
 
 
 

 
 
in balance sheets
 
 
 

Gross fair value of
 
Financial
 
 
 
Net
Financial instruments (assets):

recognized assets/liabilities (1)
 
instruments
 
Cash collateral
 
fair value
Derivative instruments (2)

$
52,738


$
(47,827
)

$
(4,911
)

$

Short-term reverse repurchase agreements (3)
 
23,200

 
(23,200
)
 

 

Total financial instruments (assets)
 
$
75,938

 
$
(71,027
)
 
$
(4,911
)
 
$

 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
Gross fair value not offset
 
 
 
 
 
 
in balance sheets
 
 
 
 
Gross fair value of
 
Financial
 
 
 
Net
Financial instruments (liabilities):
 
recognized liabilities (1)
 
instruments
 
Cash collateral
 
fair value
Derivative instruments (4)

$
93,761


$
(47,827
)

$
(42,750
)

$
3,184

 
 
 
 
 
 
 
 
 
(1) The gross fair value of derivative instrument and short-term reverse repurchase agreement assets is not netted against offsetting liabilities for presentation on the condensed consolidated balance sheets.
(2) The estimated fair value of derivative instrument assets is reported in other assets in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.
(3) The estimated fair value of short-term reverse repurchase agreement assets is reported in short-term investments in the condensed consolidated balance sheets. The collateral is held by an independent third-party custodian under a tri-party agreement.
(4) The estimated fair value of derivative instrument liabilities is reported in other liabilities in the condensed consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.
 

21

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



7.  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
 
March 31, 2018
 
Quoted prices
 
Significant
 
 
 
 
 
in active
markets for
identical assets
(Level 1)
 
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
$


$
1,399,358


$


$
1,399,358

Obligations of U.S. states and their subdivisions


2,060,567




2,060,567

Corporate debt securities


15,680,119


9,287


15,689,406

Asset-backed securities


1,651,017




1,651,017

Residential mortgage-backed securities


138,582




138,582

Commercial mortgage-backed securities


1,348,497




1,348,497

Collateralized debt obligations


896,330




896,330

Total fixed maturities available-for-sale


23,174,470


9,287


23,183,757

Fixed maturities held-for-trading:
 


 


 


 

U.S. government direct obligations and U.S. agencies


16,134




16,134

Corporate debt securities


3,074




3,074

Commercial mortgage-backed securities


1,046




1,046

Total fixed maturities held-for-trading


20,254




20,254

Short-term investments
227,360


70,160




297,520

Limited partnership interests (1)

 

 

 
53,120

Collateral under securities lending agreements


95,024




95,024

Collateral under derivative counterparty collateral agreements
129,505






129,505

Derivative instruments designated as hedges:
 


 


 


 

Interest rate swaps


6,156




6,156

Cross-currency swaps

 
10,404

 

 
10,404

Derivative instruments not designated as hedges:
 


 


 


 

Interest rate swaps


1,703




1,703

Interest rate swaptions


135




135

Other forward contracts


3,691




3,691

Cross-currency swaps


12,882




12,882

Total derivative instruments


34,971




34,971

Separate account assets (1)
16,097,613


10,361,781




26,843,072

Total assets
$
16,454,478


$
33,756,660


$
9,287


$
50,604,103

 











Liabilities
 


 


 


 

Payable under securities lending agreements
$


$
95,024


$


$
95,024

Collateral under derivative counterparty collateral agreements
$
637

 
$

 
$

 
$
637

Derivative instruments designated as hedges:
 


 


 


 

Cross-currency swaps


75,636




75,636

Derivative instruments not designated as hedges:
 


 


 


 

Interest rate swaps


928




928

Other forward contracts







Cross-currency swaps


62,124




62,124

Total derivative instruments


138,688




138,688

Embedded derivatives - GLWB

 

 
3,993

 
3,993

Separate account liabilities (2)
18


350,653




350,671

Total liabilities
$
655


$
584,365


$
3,993


$
589,013

 
 
 
 
 
 
 
 
(1) Included in the total fair value amount are $384 million of separate account assets and $53 million of limited partnership interests as of March 31, 2018 for which the fair value is estimated using net asset value per unit as a practical expedient.
 (2) Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.

22

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)




Assets and liabilities measured at
fair value on a recurring basis
 
December 31, 2017
 
Quoted prices
 
Significant
 
 
 
 
 
in active
markets for
identical assets
(Level 1)
 
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
$


$
1,871,642


$


$
1,871,642

Obligations of U.S. states and their subdivisions


2,090,972




2,090,972

Corporate debt securities


15,696,349


9,738


15,706,087

Asset-backed securities


1,717,976




1,717,976

Residential mortgage-backed securities


64,984




64,984

Commercial mortgage-backed securities


1,357,609




1,357,609

Collateralized debt obligations


783,869




783,869

Total fixed maturities available-for-sale


23,583,401


9,738


23,593,139

Fixed maturities held-for-trading:
 


 


 


 

U.S. government direct obligations and U.S. agencies


16,836




16,836

Corporate debt securities


3,156




3,156

Commercial mortgage-backed securities


1,067




1,067

Total fixed maturities held-for-trading


21,059




21,059

Short-term investments (1)
288,302


61,964




350,266

Collateral under derivative counterparty collateral agreements
57,820






57,820

Derivative instruments designated as hedges:
 


 


 


 

Interest rate swaps


7,476




7,476

Cross-currency swaps

 
19,958

 

 
19,958

Derivative instruments not designated as hedges:
 


 


 


 

Interest rate swaps


3,530




3,530

Interest rate swaptions


75




75

Cross-currency swaps


20,320




20,320

Total derivative instruments


51,359




51,359

Separate account assets (1)
16,523,630


10,736,532




27,660,571

Total assets
$
16,869,752


$
34,454,315


$
9,738


$
51,734,214

 











Liabilities
 


 


 


 

Collateral under derivative counterparty collateral agreements
$
5,490

 
$

 
$

 
$
5,490

Derivative instruments designated as hedges:
 


 


 


 

Cross-currency swaps


51,316




51,316

Derivative instruments not designated as hedges:
 


 


 


 

Interest rate swaps


1,628




1,628

Cross-currency swaps


41,599




41,599

Total derivative instruments


94,543




94,543

Embedded derivatives - GLWB

 

 
11,095

 
11,095

Separate account liabilities (2)
8


409,266




409,274

Total liabilities
$
5,498


$
503,809


$
11,095


$
520,402

 
 
 
 
 
 
 
 
(1) Included in the total fair value amounts are $400 million of investments as of December 31, 2017 for which the fair value is estimated using net asset value per unit as a practical expedient.
 (2) Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.








23

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



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 generally based upon evaluated prices from independent pricing services.  In cases where these 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, interest rate swaptions, and other forward contracts, 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.

Embedded derivative - GLWB

Significant unobservable inputs used in the fair value measurements of GLWB include long-term equity and interest rate implied volatility, mortality, and policyholder behavior assumptions, such as benefit utilization, lapses, and partial withdrawals.

Limited partnership interests
 
Limited partnership interests represent the Company’s minority ownership interests in pooled investment funds.  These funds employ varying investment strategies that primarily make private equity investments across diverse industries and geographical focuses.  The net asset value, determined using the partnership financial statement reported capital account adjusted for other relevant information which may impact the exit value of the investments, is used as a practical expedient to estimate fair value. 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 one to 10 years

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.
 

24

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



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
 
Three Months Ended March 31, 2018
 
Assets
 
Liabilities
 
Fixed maturities  available-for-sale
 
Embedded derivatives
- GLWB
 
Corporate debt securities
 
 
Balances, January 1, 2018
$
9,738

 
$
11,095

Realized and unrealized gains (losses) included in:
 

 
 
Net income (loss)

 
7,102

Other comprehensive income (loss)
(13
)
 

Settlements
(438
)
 

Balances, March 31, 2018
$
9,287

 
$
3,993

Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets and liabilities held at March 31, 2018
$

 
$
7,102

 
 
 
 

 
Recurring Level 3 financial assets and liabilities
 
Three Months Ended March 31, 2017
 
Assets
 
Liabilities
 
Fixed maturities 
available-for-sale
 
Embedded derivatives - GLWB
 
Corporate debt securities
 
 
Balances, January 1, 2017
$
11,639

 
$
5,712

Realized and unrealized gains (losses) included in:
 

 
 
Net income (loss)

 
1,670

Other comprehensive income (loss)
(364
)
 

Settlements
(344
)
 

Balances, March 31, 2017
$
10,931

 
$
4,042

Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets and liabilities held at March 31, 2017
$

 
$
1,670

 
 
 
 
 
 
 
 

 
 
 
 




25

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)




The following table presents significant unobservable inputs used during the valuation of certain liabilities categorized within Level 3 of the recurring fair value measurements table:
 
 
 
 
 
 
Range
 
 
Valuation Technique
 
Unobservable Input
 
March 31, 2018
 
December 31, 2017
Embedded derivatives - GLWB
 
Risk neutral stochastic valuation methodology
 
Equity volatility
 
15% - 30%
 
15% - 30%
 
 
 
 
Swap curve
 
2.31% - 2.85%
 
1.69% - 2.54%
 
 
 
 
Mortality rate
 
Based on the Annuity 2000 Mortality Table
 
Based on the Annuity 2000 Mortality Table
 
 
 
 
Base Lapse rate
 
1% - 15%
 
1% - 15%

Fair value of financial instruments
 
The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments and investments not carried at fair value on a recurring basis:
 
March 31, 2018
 
December 31, 2017
 

 

 
Fair value
 

 

 
Fair value
 
Carrying
 
Estimated
 
hierarchy
 
Carrying
 
Estimated
 
hierarchy
 
amount
 
fair value
 
level
 
amount
 
fair value
 
level
Assets
 

 
 

 
 
 
 

 
 

 
 
Mortgage loans on real estate
$
4,151,760

 
$
4,140,846

 
2
 
$
4,005,187

 
$
4,066,800

 
2
Policy loans
4,067,552

 
4,067,552

 
2
 
4,104,094

 
4,104,094

 
2
Limited partnership interests (1)

 

 

 
43,281

 
45,009

 

Other investments
10,349

 
40,613

 
3
 
11,507

 
41,588

 
3
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 

 
 

 
 
 
 

 
 

 
 
Annuity contract benefits without life contingencies
$
12,804,896

 
$
12,484,424

 
2
 
$
12,704,401

 
$
12,647,309

 
2
Policyholders’ funds
247,781

 
247,781

 
2
 
280,578

 
280,578

 
2
Commercial paper
85,882

 
85,882

 
2
 
99,886

 
99,886

 
2
Notes payable
546,806

 
589,700

 
2
 
543,338

 
581,097

 
2
 
(1) The fair value of limited partnership interests as of December 31, 2017 is estimated using net asset value per unit as a practical expedient.

26

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



8.  Other Comprehensive Income
 
The following table presents the accumulated balances for each classification of other comprehensive income (loss):
 
 
Three Months Ended March 31, 2018

 
Unrealized holding gains (losses) arising on
fixed maturities, available-for-sale
(1)
 
Unrealized holding gains (losses) arising on cash flow hedges (2)
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment (3)
 
Total
Balances, January 1, 2018
 
$
544,887

 
$
103,529

 
$
(116,267
)
 
$
(91,192
)
 
$
440,957

Change in estimate of tax reform impact
 
108,846

 
(83,806
)
 
(25,040
)
 

 

 
 
 
 
 
 
 
 
 
 
 
OCI before reclassifications
 
(459,680
)
 
(6,496
)
 
87,408

 

 
(378,768
)
Deferred income tax benefit (expense)
 
96,534

 
1,364

 
(18,356
)
 

 
79,542

AOCI before reclassification, net of tax
 
(363,146
)
 
(5,132
)
 
69,052

 

 
(299,226
)
Amounts reclassified from AOCI
 
(5,440
)
 
(147
)
 

 
580

 
(5,007
)
Deferred income tax benefit (expense)
 
1,142

 
31

 

 
(122
)
 
1,051

Amounts reclassified from AOCI, net of tax
 
(4,298
)
 
(116
)
 

 
458

 
(3,956
)
Balances, March 31, 2018
 
$
286,289

 
$
14,475

 
$
(72,255
)
 
$
(90,734
)
 
$
137,775

(1) Reclassifications affect investment gains (losses), net on the consolidated statements of income.
(2) Reclassifications affect net investment income on the consolidated statements of income, except for $255 (before tax) which affected interest expense for the three months ended March 31, 2018.
(3) The adjustments for defined benefit plans are included in the computation of net periodic (benefit) cost of employee benefit plans (see note 10 for additional details).

The following table presents the accumulated balances for each classification of other comprehensive income (loss):
 
 
Three Months Ended March 31, 2017
 
 
Unrealized holding gains (losses) arising on
fixed maturities, available-for-sale
(1)
 
Unrealized holding gains (losses) arising on cash flow hedges (2)
 
Future policy benefits, DAC and VOBA adjustments
 
Employee benefit plan adjustment (3)
 
Total
Balances, January 1, 2017
 
$
311,748

 
$
67,076

 
$
(58,646
)
 
$
(84,303
)
 
$
235,875

OCI before reclassifications
 
130,229

 
(6,955
)
 
(28,466
)
 

 
94,808

Deferred income tax benefit (expense)
 
(45,580
)
 
2,434

 
9,963

 

 
(33,183
)
AOCI before reclassification, net of tax
 
84,649

 
(4,521
)
 
(18,503
)
 

 
61,625

Amounts reclassified from AOCI
 
2,917

 
(1,442
)
 

 
2,146

 
3,621

Deferred income tax benefit (expense)
 
(1,021
)
 
505

 

 
(751
)
 
(1,267
)
Amounts reclassified from AOCI, net of tax
 
1,896

 
(937
)
 

 
1,395

 
2,354

Balances, March 31, 2017
 
$
398,293

 
$
61,618

 
$
(77,149
)
 
$
(82,908
)
 
$
299,854

(1) Reclassifications affect investment gains(losses), net on the consolidated statements of income.
(2) Reclassifications affect net investment income on the consolidated statements of income, except for $880 (before tax) which affected interest expense for the three months ended March 31, 2017.
(3) The adjustments for defined benefit plans are included in the computation of net periodic (benefit) cost of employee benefit plans (see note 10 for additional details).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


27

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



9.  Revenues

Fee Income Revenue Recognition

Fee income is recognized upon transfer of control of promised services when provided to customers in an amount that reflects the consideration expected to be received in exchange for those services. Fee income can be based on a rate per plan or per participant, percentage of assets under management or administration, or rate based on the services provided.

Certain recordkeeping and administrative contracts include non-performance penalties if certain customer satisfaction metrics are not met. The Company estimates a reduction in fee income for non-performance penalties based on an analysis of historical loss.

The sources of fee income from contracts with customers include:

Administration, Recordkeeping, Servicing, and Distribution Fees

Fees charged for providing recordkeeping, shareholder servicing and distribution of funds, administrative, trustee, and custodial services for retirement plan sponsors, plan participants, insurance policy holders and IRA account holders. Recordkeeping contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for the individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. These fees are primarily earned over time (i.e. services are rendered daily) and are calculated as a percentage of assets under administration or as a rate per plan or per participants in a plan. These fees also include service revenues that are recognized as services are rendered and are based upon established billing rates. Such services include loan processing and postage fees. Fees are generally invoiced quarterly and are either deducted directly from plan or participant assets or due within 30 days.

Investment Advisory and Asset Management Fees

Fees charged for investment advisory and asset management and administrative services to retirement plan sponsors, plan participants, insurance policyholders and IRA accountholders, and affiliates of the Company. These fees are primarily earned over time (i.e. services are rendered daily) and are calculated as a percentage of average daily net assets under management or are based upon established billing rates. Fees are generally invoiced quarterly and due within 30 days or are deducted directly from plan, participant, or other investment accounts.

Other Fees

Other fees includes insurance product related fees earned under the guidance of Topic 944, Financial Services - Insurance such as fees for certain variable annuity guaranteed death benefits and insurance risk charges.
  
The following table presents fee income disaggregated by type of services and segment:
 
 
Three months ended March 31, 2018
 
 
Individual Markets
 
Empower Retirement
 
Other
 
Total
Administration, recordkeeping and servicing fees
 
$
1,140

 
$
157,851

 
$

 
$
158,991

Investment advisory and asset management fees
 
3,255

 
68,290

 
1,879

 
73,424

Other fee income
 
27,233

 
16,316

 

 
43,549

Total Fee Income
 
$
31,628

 
$
242,457

 
$
1,879

 
$
275,964

At March 31, 2018, included in other assets are customer contract receivables of $238,142. The Company did not have material bad debt expense during the three months ended March 31, 2018.



28

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Assets Recognized from the Costs to Obtain and Fulfill a Contract

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it is expected that the costs are recoverable and the benefit of those costs will be longer than one year. The Company also recognizes an asset for costs that relate directly to fulfilling a contract that are expected to be recovered. At March 31, 2018, the Company included deferred contract costs related to ASC 606 of $43,999 in the DAC and VOBA balance in the condensed consolidated balance sheet.

10.  Employee Benefit Plans
 
Net periodic cost (benefit) of the Defined Benefit Pension, Post-Retirement Medical, and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying condensed consolidated statements of income includes the following components:
 
Three Months Ended March 31,
 
Defined Benefit 
Pension Plan
 
Post-Retirement 
Medical Plan
 
Supplemental Executive
Retirement Plan
 
Total
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Components of net periodic cost (benefit):
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
Service cost
$

 
$
(2,067
)
 
$
376

 
$
357

 
$

 
$
(4
)
 
$
376

 
$
(1,714
)
Interest cost
5,709

 
6,121

 
172

 
188

 
339

 
405

 
6,220

 
6,714

Expected return on plan assets
(5,331
)
 
(5,118
)
 

 

 

 

 
(5,331
)
 
(5,118
)
Amortization of unrecognized prior service costs (benefits)

 

 
(69
)
 
(52
)
 
81

 
125

 
12

 
73

Amortization of losses (gains) from earlier periods
584

 
2,199

 
(5
)
 
(113
)
 
(11
)
 
(13
)
 
568

 
2,073

Net periodic cost (benefit)
$
962

 
$
1,135

 
$
474

 
$
380

 
$
409

 
$
513

 
$
1,845

 
$
2,028

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Company expects to make payments of approximately $329 with respect to its Post-Retirement Medical Plan and $2,398 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2018.  The Company does not expect to make contributions to its Defined Benefit Pension Plan during the year ended December 31, 2018.  A December 31 measurement date is used for the employee benefit plans.
 
The following table summarizes payments made to the Post-Retirement Medical Plan and the Supplemental Executive Retirement Plan:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Payments to the Post-Retirement Medical Plan
 
$
82

 
$
169

Payments to the Supplemental Executive Retirement Plan
 
599

 
834


11.  Income Taxes
 
The provision for income taxes is comprised of the following:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Current (benefit) expense
 
$
(15,771
)

$
12,959

Deferred expense
 
29,324

 
4,158

Total income tax provision
 
$
13,553

 
$
17,117



29

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective income tax rate:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Statutory federal income tax rate
 
21.0
 %
 
35.0
 %
Income tax effect of:
 
 

 
 

Investment income not subject to federal tax
 
(2.2
)%
 
(3.3
)%
Tax credits
 
(0.6
)%
 
(0.8
)%
State income taxes, net of federal benefit
 
2.8
 %
 
1.8
 %
Other, net
 
0.8
 %
 
0.3
 %
Effective income tax rate
 
21.8
 %
 
33.0
 %

The effective income tax rate from continuing operations was 21.8 percent for the three months ended March 31, 2018, compared with 33 percent for the same period in 2017. The decrease in effective income tax rate for the three months ended March 31, 2018, compared with the same period in 2017, was primarily the result of the passage of the Tax Reconciliation Act, which reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018.

The Company recorded an increase of $962 and an increase of $1,994 in unrecognized tax benefits during the three months ended March 31, 2018, and 2017, respectively. The Company anticipates additional increases to its unrecognized tax benefits of $3,000 to $4,000 in the next twelve months. The Company expects that the majority of the increase in its unrecognized tax benefits will not impact the effective tax rate.
 
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 2013 and prior.  Tax years 2014 through 2016 are open to federal examination by the Internal Revenue Service (“IRS”).  The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state, or local audits.
 
12.  Segment Information
 
The Chief Operating Decision Maker (“CODM”) of the Company is also the Chief Executive Officer (“CEO”) of the Company and 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. and other U.S. affiliates 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, Empower Retirement, 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.
 
Empower Retirement
 
The Empower Retirement 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.

30

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



Other
 
The Company’s Other reporting segment is substantially comprised of activity under the assumption of reinsurance between Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”), a wholly owned subsidiary, and The Canada Life Assurance Company (“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. The following tables summarize segment financial information:
 
 
Three Months Ended March 31, 2018
 
 
Individual
 
Empower
 
 
 
 
 
 
Markets
 
Retirement
 
Other
 
Total
Revenue:
 
 

 
 

 
 

 
 

Premium income
 
$
123,586

 
$
589

 
$
20,507

 
$
144,682

Fee income
 
31,628

 
242,457

 
1,879

 
275,964

Other revenue
 

 
2,985

 

 
2,985

Net investment income
 
197,329

 
129,009

 
11,803

 
338,141

Investment (losses) gains, net
 
(16,670
)
 
(27,122
)
 
49

 
(43,743
)
Total revenues
 
335,873

 
347,918

 
34,238

 
718,029

Benefits and expenses:
 
 

 
 

 
 

 
 

Policyholder benefits
 
272,010

 
51,279

 
15,296

 
338,585

Operating expenses
 
42,602

 
259,881

 
14,750

 
317,233

Total benefits and expenses
 
314,612

 
311,160

 
30,046

 
655,818

Income before income taxes
 
21,261

 
36,758

 
4,192

 
62,211

Income tax expense
 
3,897

 
8,768

 
888

 
13,553

Net income
 
$
17,364

 
$
27,990

 
$
3,304

 
$
48,658

 
 
 
Three Months Ended March 31, 2017
 
 
Individual
 
Empower
 
 
 
 
 
 
Markets
 
Retirement
 
Other
 
Total
Revenue:
 
 

 
 

 
 

 
 

Premium income
 
$
131,559

 
$
91

 
$
20,591

 
$
152,241

Fee income
 
25,981

 
227,320

 
1,815

 
255,116

Other revenue
 

 
2,384

 

 
2,384

Net investment income
 
184,205

 
117,620

 
11,646

 
313,471

Realized investment gains (losses), net
 
584

 
(12,316
)
 
(22
)
 
(11,754
)
Total revenues
 
342,329

 
335,099

 
34,030

 
711,458

Benefits and expenses:
 
 

 
 

 
 

 
 

Policyholder benefits
 
270,088

 
47,629

 
21,711

 
339,428

Operating expenses
 
38,386

 
255,764

 
25,933

 
320,083

Total benefits and expenses
 
308,474

 
303,393

 
47,644

 
659,511

Income (loss) before income taxes
 
33,855

 
31,706

 
(13,614
)
 
51,947

Income tax expense (benefit)
 
11,650

 
10,426

 
(4,959
)
 
17,117

Net income (loss)
 
$
22,205

 
$
21,280

 
$
(8,655
)
 
$
34,830

 
 
 
 
 
 
 
 
 

31

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
(Unaudited)



 
 
 
 
 
 
 
 
 
13.  Commitments and Contingencies
 
Commitments

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, 2023.  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 $1,022,680, as defined in the credit facility agreement (compiled on the statutory accounting basis prescribed by the National Association of Insurance Commissioners), at anytime.  The Company was in compliance with all covenants at March 31, 2018 and December 31, 2017.  At March 31, 2018 and December 31, 2017, there were no outstanding amounts related to the credit facility.

GWL&A Financial has a letter of credit for the benefit of GWSC for capital support in the amount of $70,000 and which
renews annually until the Company terminates it under the provisions specified in the agreement. At March 31, 2018 and December 31, 2017, there were no outstanding amounts related to the letter of credit.

In addition, the Company has other letters of credit with a total amount of $9,095, renewable annually for an indefinite period of time. At March 31, 2018 and December 31, 2017, there were no outstanding amounts related to those letters of credit.

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 March 31, 2018 and December 31, 2017, were as follows:
 
March 31, 2018
 
December 31, 2017
Due in less than one year
$
368,500

 
$
312,152

Due within one to three years

 
1,090

Total
$
368,500

 
$
313,242


Included in the total unfunded commitments at March 31, 2018 and December 31, 2017, is $107,001 and $114,726, respectively, related to limited partnership interests, all of which is due within one year from the dates indicated.
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 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 defending lawsuits relating to the costs and features of certain retirement or fund products. Management believes the claims are without merit and will defend these actions. Based on the information known, these actions will not have a material adverse effect on the consolidated financial position of the Company.

The Company is involved in other various legal proceedings that arise in the ordinary course of its business.  In the opinion of management, after consultation with counsel, the likelihood of loss from the resolution of these proceedings is remote and/or the estimated loss is not expected to have a material effect on the Company’s consolidated financial position, results of its operations, or cash flows.

14.  Subsequent Events

On April 25, 2018, the Company’s Board of Directors declared dividends of $20,000, paid on May 1, 2018, to its sole shareholder, GWL&A Financial.


32



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

General
 
As used in this Form 10-Q, 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-Q 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  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. The following discussion addresses the Company’s results of operations for the three months ended March 31, 2018, compared with the same period in 2017.  This discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to which the reader is directed for additional information.

Recent Events

The Tax Reconciliation Act, which was signed in December 2017, among other changes, lowered the U.S. corporate tax rate from 35% to 21% effective on January 1, 2018.  As a result, net earnings in the first quarter of 2018 reflect net income, tax effected at the lower 21% rate.  Other provisions of the tax bill did not have a material effect on taxable income in the first quarter of 2018.

On April 6, 2016, the U.S. Department of Labor (“DOL”) issued a rule redefining and expanding who is a fiduciary by reason of providing investment advice to a retirement plan or holder of an individual retirement account. The DOL issued an 18-month delay for full compliance with the rule to July 1, 2019. However, on March 15, 2018, the United States Court of Appeals for the Fifth Circuit released an opinion vacating the rule in its entirety. If the DOL does not request a rehearing or an appeal to the U.S. Supreme Court, the rule will be vacated and the DOL’s prior five-part test rule will be restored.   The rule remains in effect until the Fifth Circuit issues its mandate.  On May 7, 2018, the DOL issued a non-enforcement policy that allows the Company to continue to provide IRA and plan rollover counseling as an ERISA fiduciary until the DOL issues further guidance. The Company continues to monitor any developments or proposed revisions.

On April 18, 2018, the Securities and Exchange Commission released its proposal on the standards applicable to brokers and advisors. The proposal will have a 90 day comment period and would be applicable to all retail investors. The Company will monitor any developments or proposed revisions and is preparing to comply with the new standards if and when implemented.

33



Current Market Conditions
 
The S&P 500 index at March 31, 2018 was down by 1% compared to January 1, 2018. The S&P 500 index at March 31, 2017 was up by 6% compared to January 1, 2017.  The average of the S&P 500 index was up by 18% during the three months ended March 31, 2018, when compared to the same period in 2017.
 
 
2018
 
2017
S&P 500 Index
 
Close
 
Average in Quarter
 
Close
 
Average in Quarter
March 31
 
2,641

 
2,733

 
2,363

 
2,324

January 1
 
2,674

 
 
 
2,239

 
 

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 U.S. equities market. Fee income increased for the three months ended March 31, 2018, when compared to the same period in 2017. For the three months ended March 31, 2018, the variance was primarily due to higher asset-based fees, driven by growth in these assets, due to positive net cash flows.
 
The 10-year U.S. Treasury rate at March 31, 2018, was up by 33 basis points as compared to January 1, 2018. The rate at March 31, 2017 was down by 10 basis points as compared to January 1, 2017. The average of the 10-year U.S. Treasury rate during the three months ended March 31, 2018, was up by 31 basis points when compared to 2017.
 
 
2018
 
2017
10-Year Treasury Rate
 
Close
 
Average in Quarter
 
Close
 
Average in Quarter
March 31
 
2.74
%
 
2.76
%
 
2.35
%
 
2.45
%
January 1
 
2.40
%
 
 
 
2.45
%
 
 

Unrealized gains on fixed maturity investments fluctuate with changes in the prevailing interest rates. When interest rates decrease, market values of fixed maturity investments generally increase, and vice-versa. The Company has recorded in other comprehensive income unfavorable changes in unrealized gains (losses), net, on fixed maturity investments, of $468 million for the three months ended March 31, 2018, compared to favorable changes of $134 million for the three months ended March 31, 2017. This resulted in a decrease in accumulated other comprehensive income (loss), net of policy holder 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 condensed 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 three months ended March 31, 2018, the Company recorded realized losses on forward settling to be announced (“TBA”) securities of $20 million, compared to gains of $6 million in 2017. For the three months ended March 31, 2018, the Company recorded net investment income on cross-currency swaps of zero compared to gains of $14 million in 2017.


34



Reconciliation of Net Income to Adjusted Operating Income

The Company uses the same accounting policies and procedures to measure adjusted 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 adjusted operating income as net income, excluding realized and unrealized gains and losses on investments and derivatives and their related tax effect. Adjusted operating income should not be viewed as a substitute for net income prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP). In addition, the Company’s adjusted operating income measures may not be comparable to similarly titled measures reported by other companies.

Three months ended March 31, 2018 compared with the three months ended March 31, 2017
 
The Company believes that the presentation of adjusted operating income enhances the understanding of the Company’s performance by highlighting the results of operations and the underlying profitability drivers of the business. Adjusted operating income should not be viewed as a substitute for U.S. GAAP net income. The following is a summary of the contributions of each segment to net income and a reconciliation of net income to adjusted operating income:
 
 
Three Months Ended March 31,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Net income (loss)
 
 
 
 
 
 
 
 
Individual Markets segment
 
$
18

 
$
22

 
$
(4
)
 
(18
)%
Empower Retirement segment
 
28

 
21

 
7

 
33
 %
Other segment
 
3

 
(8
)
 
11

 
138
 %
Total net income
 
49

 
35

 
14

 
40
 %
Adjustments to net income (loss)
 
 
 
 
 
 
 
 
Investment (losses) gains, net
 
(44
)
 
(15
)
 
(29
)
 
(193
)%
Pro-rata tax benefit (1)
 
9

 
5

 
4

 
80
 %
Adjusted operating income
 
$
84

 
$
45

 
$
39

 
87
 %

(1) Current year calculated utilizing estimated tax rate of 21%. Prior year estimated tax rate of 35%.

Investment gains (losses), net, had an unfavorable change of $29 million, or 193%, from a loss of $15 million in 2017 to $44 million in 2018. The change was primarily due to unfavorable variances from forward settling TBA securities and cross currency swaps partially offset by equity gains.

The pro-rata tax benefit changed by $4 million, or 80%, from $5 million in 2017 to $9 million in 2018, due to the impact of the U.S. corporate tax rate changes for $2 million and the tax benefit from the unfavorable change in investment gains (losses), net.



 
 
 
 
 
 
 
 
 


35



Company Results of Operations
 
Three months ended March 31, 2018 compared with the three months ended March 31, 2017
 
The following is a summary of certain financial data of the Company:
 
 
Three Months Ended March 31,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
145

 
$
153

 
$
(8
)
 
(5
)%
Fee income
 
276

 
255

 
21

 
8
 %
Other revenue
 
3

 
2

 
1

 
50
 %
Adjusted net investment income
 
338

 
316

 
22

 
7
 %
Total adjusted operating revenues
 
762

 
726

 
36

 
5
 %
Policyholder benefits
 
339

 
339

 

 
 %
Operating expenses
 
317

 
320

 
(3
)
 
(1
)%
Total benefits and expenses
 
656

 
659

 
(3
)
 
 %
Adjusted operating income before income taxes
 
106

 
67

 
39

 
58
 %
Adjusted income tax expense
 
22

 
22

 

 
 %
Adjusted operating income
 
$
84

 
$
45

 
$
39

 
87
 %

The Company’s consolidated adjusted operating income had a favorable change of $39 million, or 87%, to $84 million for the three months ended March 31, 2018, when compared to the same period in 2017. The increase was primarily due to increased adjusted net investment income and higher fee income, offset by lower premium income.

Premium income had an unfavorable change of $8 million, or 5%, to $145 million for the three months ended March 31, 2018, when compared to the same period in 2017 primarily related to lower net premiums collected on group health and disability policies.

Fee income had a favorable change of $21 million, or 8%, to $276 million for the three months ended March 31, 2018, when
compared to the same period in 2017. This increase was primarily due to higher asset-based fees, driven by growth in these assets.

Adjusted net investment income had a favorable change of $22 million, or 7%, to $338 million. The increase was primarily related to higher investment income earned on bonds, mortgages, and policy loans primarily as a result of higher invested asset balances and partial recoveries of impairments taken in prior years.
 














 
 
 
 
 
 
 
 
 


36



                                                                                                                                                                               
Individual Markets Segment Results of Operations
 
Three months ended March 31, 2018 compared with the three months ended March 31, 2017
 
The following is a summary of certain financial data of the Individual Markets segment:
 
 
Three Months Ended March 31,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
124

 
$
132

 
$
(8
)
 
(6
)%
Fee income
 
32

 
26

 
6

 
23
 %
Adjusted net investment income
 
197

 
190

 
7

 
4
 %
Total adjusted operating revenues
 
353

 
348

 
5

 
1
 %
Policyholder benefits
 
273

 
270

 
3

 
1
 %
Operating expenses
 
42

 
38

 
4

 
11
 %
Total benefits and expenses
 
315

 
308

 
7

 
2
 %
Adjusted operating income before income taxes
 
38

 
40

 
(2
)
 
(5
)%
Adjusted income tax expense
 
7

 
14

 
(7
)
 
(50
)%
Adjusted operating income
 
$
31

 
$
26

 
$
5

 
19
 %
 
Adjusted operating income for the Individual Markets segment had a favorable change of $5 million, or 19%, to $31 million during the three months ended March 31, 2018, when compared to the same period in 2017. The increase was primarily due to higher adjusted net investment income and fee income, and a decrease in adjusted income tax expense partially offset by lower premium income and higher operating expenses.

Premium income had an unfavorable change of $8 million, or 6%, to $124 million for the three months ended March 31, 2018, when compared to the same period in 2017 primarily related to lower net premiums collected on group health and disability policies.

Fee income had a favorable change of $6 million, or 23%, to $32 million for the three months ended March 31, 2018, when compared to the same period in 2017. This was primarily related to an increase in asset-based variable fee income resulting from increased average asset levels driven by the individual annuity line of business.

Adjusted net investment income had a favorable change of $7 million, or 4%, to $197 million. The increase was primarily related to higher investment income earned on bonds, mortgages, and policy loans as a result of higher invested asset balances.

Operating expenses had an unfavorable change of $4 million, or 11%, to $42 million for the three months ended March 31, 2018, when compared to the same period in 2017. The primary driver of this increase is higher DAC amortization and lower commission deferrals net of expense.

Adjusted income tax expense decreased by $7 million, from an expense of $14 million in 2017 to $7 million in 2018 primarily due to the impact of the U.S. corporate tax rate changes for $6 million.

 
 
 
 
 
 
 
 
 



37



Empower Retirement Segment Results of Operations
 
Three months ended March 31, 2018 compared with the three months ended March 31, 2017
 
The following is a summary of certain financial data of the Empower Retirement segment:
 
 
 
Three Months Ended March 31,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
1

 
$

 
$
1

 
100
%
Fee income
 
242

 
$
227

 
15

 
7
%
Other revenue
 
3

 
2

 
1

 
50
%
Adjusted net investment income
 
129

 
115

 
14

 
12
%
Total adjusted operating revenues
 
375

 
344

 
31

 
9
%
Policyholder benefits
 
51

 
48

 
3

 
6
%
Operating expenses
 
260

 
256

 
4

 
2
%
Total benefits and expenses
 
311

 
304

 
7

 
2
%
Adjusted operating income before income taxes
 
64

 
40

 
24

 
60
%
Adjusted income tax expense
 
14

 
13

 
1

 
8
%
Adjusted operating income
 
$
50

 
$
27

 
$
23

 
85
%
  
Adjusted operating income for the Empower Retirement segment increased by $23 million, or 85%, to $50 million for the three months ended March 31, 2018, when compared to the same period in 2017. The change was primarily due to higher fee income, higher adjusted net investment income, offset by higher policyholder benefits and higher operating expenses.

Fee income increased by $15 million, or 7%, to $242 million for the three months ended March 31, 2018, when compared to the same period in 2017. This increase was primarily related to higher asset-based variable fee income. This was driven by growth in these assets and an increase in participants.

Adjusted net investment income had a favorable change of $14 million, or 12%, to $129 million for the three months ended March 31, 2018, when compared to the same period in 2017. The primary driver of the change was partial recoveries of impairments taken in prior years.

Operating expenses had an unfavorable change of $4 million, or 2%, to $260 million for the three months ended March 31, 2018, when compared to the same period in 2017. The primary driver of this increase is higher VOBA amortization.

Policyholder benefits had an unfavorable change of $3 million, or 6%, to $51 million for the three months ended March 31, 2018, when compared to the same period in 2017 due to higher interest paid to participants.



 
 
 
 
 
 
 
 
 
  



38



Other Segment Results of Operations
 
Three months ended March 31, 2018 compared with the three months ended March 31, 2017
 
The following is a summary of certain financial data of the Company’s Other segment:
 
 
Three Months Ended March 31,
 
Increase
 
Percentage
Income statement data (In millions)
 
2018
 
2017
 
(decrease)
 
change
Premium income
 
$
20

 
$
21

 
$
(1
)
 
(5
)%
Fee income
 
2

 
2

 

 
 %
Adjusted net investment income
 
12

 
11

 
1

 
9
 %
Total adjusted operating revenues
 
34

 
34

 

 
 %
Policyholder benefits
 
15

 
21

 
(6
)
 
(29
)%
Operating expenses
 
15

 
26

 
(11
)
 
(42
)%
Total benefits and expenses
 
30

 
47

 
(17
)
 
(36
)%
Adjusted operating income (loss) before income taxes
 
4

 
(13
)
 
17

 
131
 %
Adjusted income tax expense (benefit)
 
1

 
(5
)
 
6

 
120
 %
Adjusted operating income (loss)
 
$
3

 
$
(8
)
 
$
11

 
138
 %
  
Adjusted operating income for the Company’s Other segment increased by $11 million, or 138%, to an income of $3 million for the three months ended March 31, 2018 compared to a loss of $8 million in 2017. The increase in adjusted operating income was primarily due to lower operating expenses and policyholder benefits, offset by higher adjusted income tax expense.

Policyholder benefits expense decreased by $6 million, or 29%, to $15 million for the three months ended March 31, 2018 primarily due to a release of reserves on a closed block of business.

Operating expense decreased by $11 million, or 42%, to $15 million for the three months ended March 31, 2018 primarily due to restructuring costs paid in first quarter 2017.

Adjusted income tax benefit decreased by $6 million, or 120%, to an expense of $1 million for the three months ended March 31, 2018 primarily due to a higher adjusted operating income before income taxes and the impact of the U.S. corporate tax rate changes for $2 million.

 
 
 
 
 
 
 
 
 



39



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: 
(In millions)

March 31, 2018

December 31, 2017
Fixed maturities, available-for-sale

$
23,184


72.9
%

$
23,593


73.4
%
Fixed maturities, held-for-trading

20


0.1
%

21


0.1
%
Mortgage loans on real estate

4,152


13.0
%

4,005


12.4
%
Policy loans

4,068


12.8
%

4,104


12.8
%
Short-term investments

297


0.9
%

350


1.1
%
Limited partnership interests

53


0.2
%

46


0.1
%
Other investments

18


0.1
%

18


0.1
%
Total investments

$
31,792


100.0
%

$
32,137


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 independent external rating agencies and the Company generally considers ratings from several of these major ratings agencies to develop its internal rating. In addition, the National Association of Insurance Commissioners (“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:
Credit Rating
 
March 31, 2018
 
December 31, 2017
AAA
 
21.6
%
 
22.7
%
AA
 
15.3
%
 
14.9
%
A
 
33.6
%
 
33.8
%
BBB
 
28.7
%
 
27.7
%
BB and below (Non-investment grade)
 
0.8
%
 
0.9
%
Total
 
100.0
%
 
100.0
%
 

40



The March 31, 2018, AAA rating percentage decreased as compared to December 31, 2017, as the Company sold AAA-rated government agency MBS pools to enter into forward settling TBA contracts which are treated as derivatives.

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:
Sector
 
March 31, 2018
 
December 31, 2017
Utility
 
17.5
%
 
17.8
%
Finance
 
15.5
%
 
14.8
%
Consumer
 
11.0
%
 
11.0
%
Natural resources
 
6.8
%
 
6.1
%
Transportation
 
4.6
%
 
4.2
%
Other
 
12.2
%
 
12.6
%
 
Mortgage Loans on Real Estate
 
The Company’s mortgage loans on real estate are comprised primarily of domestic commercial collateralized real estate loans.  The mortgage loan portfolio is diversified with regard to geographical markets and commercial real estate property types.  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, forwards, 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. 

41



Summary of Critical Accounting 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 ongoing 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
 
A discussion of each of these critical accounting policies may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Application of Recent Accounting Pronouncements
 
See Note 2 to the accompanying condensed consolidated financial statements for a discussion of the application of recent accounting pronouncements.
 
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 and cash equivalents that totaled $288 million and $367 million as of March 31, 2018 and December 31, 2017, respectively.  The March 31, 2018 and December 31, 2017, short-term investments included above exclude any amounts held to settle TBA forward contracts.  In addition, 99% of the fixed maturity portfolio carried an investment grade rating at March 31, 2018 and December 31, 2017, 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

42



markets through the issuance of commercial paper.  The Company had $86 million and $100 million of commercial paper outstanding as of March 31, 2018 and December 31, 2017, respectively.  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. The Company’s issuance of commercial paper is not used to fund daily operations and does not have a significant impact on the Company’s liquidity.
 
The Company also has available a revolving credit facility agreement with U.S. Bank, which expires on March 1, 2023, in the amount of $50 million for general corporate purposes.  The Company had no borrowings under this credit facility as of or during the three months ended March 31, 2018.  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.
 
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 March 31, 2018 and December 31, 2017, were $369 million and $313 million, respectively.  The precise timing of the fulfillment of the commitment cannot be predicted; however, all $369 million of the March 31, 2018 balance, and $312 million of the December 31, 2017 balance are due within one year of the dates indicated. The remaining $1 million of the December 31, 2017 balance is due within one to three years. There are no other obligations or liabilities arising from such arrangements that are reasonably likely to become material.

The Company participates in a short-term reverse repurchase program for the purpose of enhancing the total return on its investment portfolio.  This type of transaction involves the purchase of securities with a simultaneous agreement to sell similar securities at a future date at an agreed-upon price.  In exchange, the counterparty financial institutions put non-cash collateral on deposit with a third-party custodian on behalf of the Company.  The amount of securities purchased in connection with these transactions was $16 million and $23 million at March 31, 2018 and December 31, 2017, respectively.  Non-cash collateral on deposit with the third-party custodian on the Company’s behalf was $16 million and $24 million at March 31, 2018 and December 31, 2017, respectively, which cannot be sold or re-pledged and which has not been recorded on the condensed consolidated balance sheets. Collateral related to the reverse repurchase agreements generally consists of U.S. government or U.S. government agency securities.

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 $31 million as collateral at March 31, 2018, which have not been recorded on the condensed consolidated balance sheets as the Company does not have effective control. There were no securities on loan and therefore no securities were received as collateral at December 31, 2017.

Item 3.         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.

43



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.
  
A discussion of each of these risk factors may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, under Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”
 
Item 4.         Controls and Procedures
 
Disclosure Controls and Procedures
 
The Company’s management, with the participation of its President and Chief Executive Officer and its 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”).  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to ensure that the information required to be disclosed by the Company in reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the President and Chief Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of March 31, 2018.

Changes in Internal Control over Financial Reporting
 
As disclosed in Item 9A, “Controls and Procedures,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, management concluded that the Company maintained effective internal control over financial reporting. There has been no significant change in the control environment for the three months ended March 31, 2018. Management is committed to continuing to improve its internal control processes and will continue to review its financial reporting controls and procedures.


44



Part II          Other Information
 
Item 1.         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 defending lawsuits relating to the costs and features of certain of its retirement or fund products. Management believes the claims are without merit and will defend these actions. Based on the information known, these actions will not have a material adverse effect on the consolidated financial position of the Company.

The Company is involved in other various legal proceedings that arise in the ordinary course of its business.  In the opinion of management, after consultation with counsel, the likelihood of loss from the resolution of these proceedings is remote and/or the estimated loss is not expected to have a material effect on the Company’s consolidated financial position, results of its operations or cash flows.

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 insurance and financial services industries are heavily regulated and changes in regulation may reduce profitability.
 
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.

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 may be required to accelerate the amortization of DAC or VOBA, or recognize impairment in the value of goodwill or other intangible assets, which could adversely affect its 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.

Interest rate fluctuations could have a negative impact on results of operations and financial condition.
  
Market fluctuations and general economic conditions may adversely affect results of operations and financial condition.

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.

The Company may be subject to litigation resulting in substantial awards or settlements and this may adversely affect its reputation and results of operations.

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.

The Company may experience difficulty in marketing and distributing products through its current and future distribution channels.

45




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 could face difficulties, unforeseen liabilities, or asset impairments arising from business acquisitions or integrations and managing growth of such businesses.

Counterparties with whom the Company transfers risk may be unable or unwilling to do business with the Company.

The Company may not be able to secure financing to meet the liquidity or capital needs of the Company.




46



Item 6.         Exhibits
 
The documents identified below are filed as a part of this report:
 
Index to Exhibits
 
Exhibit Number
Title
Bylaws of Great-West Life & Annuity Insurance Company
Rule 13a-14(a)/15-d14(a) Certification
Rule 13a-14(a)/15-d14(a) Certification
18 U.S.C. 1350 Certification
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
 
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.
 
Great-West Life & Annuity Insurance Company
 
By:
/s/
Kara Roe
 
Date:
5/14/2018
 
 
Kara Roe
 
 
 
 
 
Vice President, Controller, and Principal Accounting Officer
 
 
 


47