filings.toolsGlobe Life (GL) 10-K risk factor changes: FY2019 vs FY2018
The 2019-12-31 10-K against the 2018-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A74 rewritten12 added49 removed65 unchanged
All filing items2,188 rewritten1,597 added812 removed709 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 1,597 added, 812 removed, 2,188 rewritten and 709 unchanged across 20 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
74 rewritten, 12 added, 49 removed, 65 unchanged
[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Business]
[removed: Operational Risks:][added: Operational Risks:]
[added: The development and maintenance of our various distribution channels are critical to growth in product sales and profits.] Development and retention of producing agents are critical to support sales growth in this market because our insurance sales are primarily made to individuals, and the face amounts of the life insurance policies sold are typically lower than those of policies sold in higher-income markets.
[removed: Compensation] [added: If we do not provide compensation] that is competitive with other career opportunities and [added: that] motivates producing agents to increase sales [removed: is also critical.][added: of our products, our growth could be impeded.]
[added: Economic conditions may materially adversely affect our business and results of operations.] We primarily serve the [removed: lower-middle] [added: lower middle-income] to middle-income market for individual life and [added: supplemental] health insurance and, as a result, we compete directly with alternative uses of a customer’s disposable income.
If disposable income within this demographic group declines or the use of disposable income becomes more limited as a result of a significant, sustained economic downturn or otherwise, then new sales of our insurance products [removed: could] [added: may] become more challenging, and our policyholders [removed: may] [added: could] choose to defer or stop payment of insurance premiums altogether.
Economic conditions could also impact our investment portfolio as discussed under [removed: Investment Risks] [added: *Investment Risks*] below.
[removed: Variations] [added: Variations] in expected-to-actual rates of mortality, morbidity and persistency could materially negatively affect our results of operations and financial [removed: condition.][added: condition. We establish policy reserves to pay future policyholder benefits.]
Even though our actuaries continually test [removed: expected-to-actual] [added: actual-to-expected] results, actual [removed: levels that occur] [added: results] may differ significantly from the levels assumed [removed: when premium rates were first set.][added: and could result in increased policy obligations and negatively affect our profit margins and income.]
[removed: A] [added: A] ratings downgrade or other negative action by a rating agency could materially affect our business, financial condition and results of [removed: operations.][added: operations. Various rating agencies review the financial performance and condition of insurers, including our insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to fulfill its contractual obligations.]
A downgrade or other negative action by a rating agency with respect to the financial strength ratings of our insurance subsidiaries could negatively affect us [removed: in many ways, including:] [added: by] limiting or restricting the ability of our insurance subsidiaries to pay dividends to us and [added: reducing our sales by] adversely affecting our ability to sell insurance products through independent insurance agencies.
While most of the factors relate to the rated company, some of the factors relate to the views of the rating agency, general economic conditions and circumstances outside the rated [added: company’s control.]
[removed: There can be no] assurance that our current credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies.
[removed: Life] [added: Life] Insurance Marketplace [removed: Risk:][added: Risk:]
[removed: Our] [added: Our] life insurance products are sold in selected niche markets.
We [added: are at risk should any of these markets diminish. We] have several life distribution channels that focus on distinct market niches, two of which are labor unions and sales via [removed: Globe Life] Direct [removed: Response solicitation.][added: to Consumer solicitations.]
Deterioration of our relationships with organized labor or adverse changes in the public’s receptivity to direct [removed: response] [added: to consumer] marketing initiatives could negatively affect our life insurance business.
[added: Supplemental] Health Insurance Marketplace [removed: Risks:][added: Risks:]
[removed: The] [added: The supplemental] health insurance market is subject to substantial regulatory [removed: scrutiny.][added: scrutiny. Regulatory changes could impact our Medicare Supplement and other supplemental health business.]
The nature and timing of any such changes cannot be predicted and could have a material adverse effect on our [added: supplemental] health insurance business.
[added: Competition in the health insurance market can be significant.] Sales of our [added: supplemental] health insurance products are subject to competition from other health insurance companies and alternative healthcare providers, such as those that provide alternatives to traditional Medicare to seniors.
[removed: Obtaining] [added: Obtaining] timely and appropriate premium rate increases for certain [added: supplemental] health insurance policies is [removed: critical.][added: critical. A significant percentage of the supplemental health insurance premiums that our insurance subsidiaries earn is from Medicare Supplement insurance.]
Accordingly, the inability of our insurance subsidiaries to obtain approval of [added: appropriate] premium rate increases in a timely manner from state insurance regulatory authorities could adversely impact their profitability and thus our business, financial condition and results of operations.
[removed: Information] [added: Information] Security and Technology [removed: Risks:][added: Risks:]
[removed: The] [added: The] failure to maintain effective and efficient information systems at the Company could compromise data security, thereby adversely affecting our financial condition and results of [removed: operations.][added: operations. Our business is highly dependent upon the internet, third-party service providers, and information systems to operate in an efficient and resilient manner.]
We gather and maintain data [removed: on our information systems, including the identity, health and financial information of our current, former and prospective policyholders,] for the purpose of conducting marketing, [added: actuarial analysis,] sales and policy administration functions.
Malicious [removed: threat actors,] [added: third-parties,] employee or agent errors or disasters affecting our information systems could impair our business operations, regulatory compliance and financial condition.
Additionally, we may not become aware of sophisticated cyber-attacks for some time after they occur, thereby [added: potentially] increasing the [removed: Company's exposure.][added: data subject to loss.]
[removed: We anticipate more] [added: More] frequent and sophisticated cyber-attacks [removed: along with] [added: and] more impactful regulatory oversight [removed: models.][added: models could result in additional costs to protect against security breaches.]
Any [removed: such] breach of confidential information [added: systems resulting from the above factors] could damage our reputation in the marketplace, deter potential customers from purchasing our products, result in the loss of existing customers, subject us to significant civil and criminal liability, [added: constrain cash flows,] or require us to incur significant technical, legal or other expenses.
[removed: Reputational Risk:][added: Reputational Risk:]
[added: Damage to the reputation of Globe Life or its subsidiaries could affect our ability to conduct business.] Negative publicity through traditional media, [removed: internet,] [added: Internet,] social media and other public forums could damage our reputation and adversely impact our agent recruiting efforts, the ability to market our products and the persistency of [removed: our block of inforce] [added: in-force] policies.
As discussed [removed: above] in [removed: Information] [added: *Information] Security and Technology [removed: Risks,] [added: Risks*,] the Company could be subjected to adverse publicity as a result of a significant security breach.
[removed: Investment Risks:][added: Investment Risks:]
[removed: Our] [added: Our] investments are subject to market and credit risks.
Significant downgrades, delinquencies and defaults in our investment portfolio could potentially result in lower net investment income and increased realized and unrealized investment [removed: losses.][added: losses. Our invested assets are subject to the customary risks of defaults, downgrades and changes in market values.]
[removed: The] [added: A] concentration of these investments in any particular issuer, industry, group of related industries or geographic areas [removed: increases] [added: could increase] this risk.
Additionally, as the majority of our investments are [removed: longer-term] [added: long-term] fixed maturities that we typically hold until maturity, [added: a] significant [removed: increases] [added: increase] in interest rates or [removed: inactive markets associated with] [added: a] market [removed: downturns] [added: downturn] could cause a material temporary decline in the fair value of our fixed investment portfolio, even with regard to performing assets.
It is possible [removed: that] our investment in certain of these securities with unrealized losses could experience a default event and [removed: that] a portion or all of that unrealized loss could be unrecoverable.
Significant downgrades or defaults of issuers could negatively impact our risk-based capital ratios, leading to potential downgrades of the Company by rating agencies, potential reduction in future dividend capacity from our insurance subsidiaries, and/or higher financing costs at the [removed: holding company] [added: Parent Company] should additional statutory capital be required.
In addition, a failure to effectively develop new methods of reaching consumers and realizing cost efficiencies in our Direct to Consumer Division business could result in reduced sales and profits.
There can be no
GL 2019 FORM 10-K
Our information systems may be vulnerable to disruption from physical or electronic attacks by malicious third-parties which could render our systems inaccessible for business use for a period of time.
Disasters, terrorist attacks, or war could cause our information or system availability to be inaccessible for business use for a period of time.
GL 2019 FORM 10-K
GL 2019 FORM 10-K
GL 2019 FORM 10-K
reserves and permitted investments.
GL 2019 FORM 10-K
Litigation Risks:
GL 2019 FORM 10-K
The development and maintenance of our various distribution systems are critical to growth in product sales and profits.
Globe Life Direct Response is continuously developing new methods of reaching consumers and realizing cost efficiencies.
Less than optimum execution of these strategies may result in reduced sales and profits.
Economic conditions may materially adversely affect our business and results of operations.
We establish policy reserves to pay future policyholder benefits.
Accordingly, we cannot determine with precision the ultimate amounts of policyholder benefits that we will pay or the timing of such payments.
Significant adverse variations from the levels assumed when policy reserves are first set could result in increased policy obligations and negatively affect our profit margins and income.
Various rating agencies review the financial performance and condition of insurers, including our insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to fulfill its contractual obligations.
TMK 2018 FORM 10-K
company’s control.
We are at risk should any of these markets diminish.
Regulatory changes could impact our Medicare Supplement and other supplemental health business.
Competition in the health insurance market can be significant.
A significant percentage of the health insurance premiums that our insurance subsidiaries earn is from Medicare Supplement insurance.
Our business is highly dependent upon information systems to operate in an efficient and resilient manner.
This information is highly targeted by malicious threat actors.
An attacker could circumvent security measures in order to access, alter or delete data from our systems or to render our systems unavailable for business use.
We may have to incur significant costs to address existing and future regulatory requirements related thereto.
We may utilize the services of third parties in order to conduct our business.
Cyber events affecting these third parties could materially impact our sales and operational efficiency.
An increasing number of states also require that customers be notified of unauthorized access, use or disclosure of their confidential information.
In the event of a disaster, such as a natural catastrophe, an industrial accident, a blackout, or a terrorist attack or war, our computer systems may be inaccessible to our employees, agents or customers for a period of time.
A disaster or natural catastrophe, an industrial accident, terrorist attack or war may make our information systems unavailable to support business operations for a period of time, which could adversely affect our financial condition and results of operations.
Even if our employees are able to report to work, they may be unable to perform their duties for an extended period of time if our data or systems are disabled or destroyed and existing contingency plans cannot function as designed.
Damage to the reputation of Torchmark or its subsidiaries could affect our ability to conduct business.
Our invested assets are subject to the customary risks of defaults, downgrades and changes in market values.
Changes in interest rates could negatively affect income.
We attempt to manage our investments to earn the level of interest on investments assumed in pricing products and in setting the discount rates used to calculate net policy liabilities.
There is a risk that a significant and persistent decline in interest rates will prevent us from doing so, thereby having a negative impact on income.
Increases in interest rates could cause the fair value of securities within our fixed maturity portfolio to decline.
As a holding company with no direct operations, our principal asset is the capital stock of our insurance subsidiaries, which periodically declare and distribute dividends on their capital stock.
Limitations on the flow of dividends from our subsidiaries could limit our ability to service and repay debt or to pay dividends on our capital stock.
Should interest rates rise in the future, the interest rate on any new debt obligation we may issue could increase and our net income could be reduced.
our business activity were to decrease due to a market downturn.
Insurance companies, including our insurance subsidiaries, are subject to extensive supervision and regulation in the states in which they do business.
Currently, the U.S. federal government does not directly regulate the business of insurance.
However, the Dodd-Frank Wall Street Record and Consumer Protection Act of 2010 established a Federal Insurance Office (FIO), charged with monitoring systemic risk exposure in all lines of insurance other than health insurance and long-term care insurance, and a Financial Stability Oversight Council (FSOC), which serves to identify and respond to risks and emerging threats to U.S. financial systems.
A Center for Consumer Information and Insurance Oversight (CCIIO), established under the Department of Health and Human Services, is charged with overseeing implementation of the Affordable Care Act (ACA).
The creation of these insurance regulatory offices may indicate that the federal government intends to play a larger role in the direct oversight or regulation of the insurance industry.
We cannot predict what impact, if any, the ongoing operations of the FIO, FSOC and CCIIO, as well as any other proposals or executive action for federal oversight or regulation of insurance could have on our business, results of operations or financial condition.
An excerpt. Shown here: 40 of 74 rewritten, all 12 added and 40 of 49 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2019 filing and the FY2018 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
496 rewritten, 394 added, 321 removed, 192 unchanged
The following discussion should be read in conjunction with [removed: the [Selected Financial Data](#s30EAD739782A5279A9EEFC1E43BA5386) and Torchmark’s [Consolidated] [added: Globe Life's *[Consolidated] Financial [removed: Statements](#s37AF525382415BDBB5EC3E5F4087D875)] [added: Statements](#i9791cecbd855444cb53bf2de5456676d_103)*] and [removed: [Notes](#s01A88A2411A25677913C5266924E74B6)] [added: *[Notes](#i9791cecbd855444cb53bf2de5456676d_139)*] thereto appearing elsewhere in this report.
[removed: RESULTS OF OPERATIONS][added: Results of Operations]
| [removed: ] [added: ] | | [removed: How Torchmark] [added: | | | | How Globe Life] Views Its [removed: Operations. Torchmark] [added: Operations. Globe Life Inc.] is the holding company for a group of insurance companies that market primarily individual life and supplemental health insurance to lower middle to middle income households throughout the United States. We view our operations by segments, which are the insurance product lines of life, [added: supplemental] health, and annuities, and the investment segment that supports the product lines. Segments are aligned based on their common characteristics, comparability of the profit margins, and management techniques used to operate each segment. | [added: | |]
| [removed: ] [added: ] | | [removed: Insurance] [added: | | | | Insurance] Product Line [removed: Segments.] [added: Segments.] The insurance product line segments involve the marketing, underwriting, and administration of policies. Each product line is further segmented by the various distribution [removed: units] [added: channels] that market the insurance policies. Each distribution [removed: unit] [added: channel] operates in a niche market offering insurance products designed for that particular market. Whether analyzing profitability of a segment as a whole, or the individual distribution [removed: units] [added: channels] within the segment, the measure of profitability used by management is the underwriting margin, [removed: which is:] [added: as seen below:] | [added: | |]
| | | [added: | | | |] Premium revenue [removed: Less: Policy obligations Policy] [added: (Policy obligations) (Policy] acquisition costs and [removed: commissions] [added: commissions) Underwriting margin] | [added: | |]
| [removed: ] [added: ] | | [removed: Investment Segment.] [added: | | | | Investment Segment.] The investment segment involves the management of our capital resources, including investments and the management of corporate debt and liquidity. Our measure of profitability for the investment segment is excess investment income, [removed: which is:] [added: as seen below:] | [added: | |]
| | | [added: | | | |] Net investment income [removed: Less: Required] [added: (Required] interest on net policy [removed: liabilities Financing costs] [added: liabilities) (Financing costs) Excess investment income] | [added: | |]
[removed: | • |] [added: -] Net income as a return on equity [removed: (ROE)] [added: ("ROE")] was [removed: 12.3%(1)] [added: 11.6%] and net operating income as an ROE, excluding net unrealized gains on the fixed maturity [removed: portfolio] [added: portfolio(1)] was [removed: 14.6%(1,2). |][added: 14.5%.]
[removed: | • | Total] [added: Life insurance] premium [added: income] increased [removed: by 4%] [added: 5% to $2.5 billion] over the prior [removed: year. Life premium increased by 4% for the] year [removed: from $2.3 billion to] [added: total of] $2.4 billion. [removed: Life underwriting margin increased 8% from $604 million in 2017 to $652 million in 2018. |]
[removed: | • | Net investment income increased 4% over the prior year.] In addition, excess investment [removed: income, a measure used by management as explained below,] [added: income] increased [removed: by 2%] [added: 5%] over the prior year. [removed: |]
[removed: | • | During 2018,] [added: - In 2019,] the Company repurchased [removed: 4.4] [added: 3.9] million [added: Globe Life Inc. common] shares at a total cost of [removed: $372] [added: $350] million for an average share price of [removed: $84.38. |][added: $89.04.]
The following [removed: represents] [added: graphs represent] net income and net operating income from continuing operations for the [removed: 3] [added: three] years ended December 31, [removed: 2018.][added: 2019.]
[removed: ][added: ]
[removed: | (1) | In] [added: (2)In] 2017, tax legislation revised the corporate income tax rate from 35% to 21% effective January 1, 2018. [removed: [See Note 5—Income Taxes](#s158313603E7A5C418DF83F0F8338D263) for further discussion. In 2018, income tax expense was calculated based on the 21% rate as compared with a 35% rate for 2017. |]
[removed: In addition,] [added: As such,] the Company recorded an adjustment of $874 million to net income [removed: during] [added: in] 2017.
[removed: | (2) | Net operating income is considered a non-GAAP measure and it has been used consistently by Torchmark’s management for many years to evaluate the operating performance of the Company.] It differs from net income primarily because it excludes certain non-operating items such as realized gains and losses and certain significant and unusual items included in net income. [removed: Net income is the most directly comparable GAAP measure. |]
Net operating income as an ROE, excluding net unrealized gains on the fixed maturity portfolio, is [removed: also] considered a non-GAAP measure.
Management utilizes this measure to view the business without the effect of the [added: net] unrealized [removed: gains or losses,] [added: gains,] which are primarily attributable to fluctuation in interest rates on the [removed: available for sale] [added: available-for-sale] portfolio.
The percentage growth in net income per share [removed: results] continues to exceed the growth in dollar amounts due to our share repurchase program.
[removed: More information concerning realized] [added: Realized] gains and losses [removed: can be found] [added: are presented more fully] under the caption [removed: Realized] [added: *[Realized] Gains and [removed: Losses] [added: Losses](#i9791cecbd855444cb53bf2de5456676d_559)*] in this report.
[removed: Net] [added: (1)Net] operating income is the consolidated total of segment profits after tax and [added: as such is considered a non-GAAP measure.]
Additionally, net income was affected by certain significant and unusual non-operating items in [removed: each of the years 2016 through 2018.][added: 2018 and 2019.]
[removed: Torchmark’s] [added: Globe Life's] operations on a segment-by-segment basis are discussed in depth under the appropriate captions following in this report.
[removed: Analysis] [added: Analysis] of Profitability by [removed: Segment][added: Segment]
| | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2018 Change] | | [added: 2017] | | [removed: %] | | | [removed: 2017 Change] | [added: 2019 Change] | | | [removed: %] | | [added: | % | | | | | | 2018 Change | | | | | | % | | |]
| Life insurance underwriting margin | [added: | |] $ | [removed: 652,301] [added: 703,464] | | | [added: | |] $ | [removed: 604,337] [added: 652,301] | | | [added: | |] $ | [removed: 573,762] [added: 604,337] | | | [added: | |] $ | [removed: 47,964] [added: 51,163] | | | [added: | |] 8 | | | [added: | | |] $ | [removed: 30,575] [added: 47,964] | | | [removed: 5] | | [added: 8 | | |]
| Health insurance underwriting margin | [added: | | 243,638 | | | | | |] 236,053 | | | | [added: | |] 219,508 | | | | [removed: 210,056] | | [added: 7,585] | | [removed: 16,545] | | | | [removed: 8] [added: 3] | | | [removed: 9,452] | | | [added: 16,545] | [removed: 4] | | [added: | | | 8 | | |]
| Annuity underwriting margin | [added: | | 9,458 | | | | | |] 10,376 | | | | [added: | |] 10,562 | | | | [removed: 9,394] | | [added: (918)] | | [removed: (186] | | [removed: )] | | [removed: (2] [added: (9)] | [removed: )] | | [removed: 1,168] | | | [added: (186)] | [removed: 12] | | [added: | | | (2) | | |]
| Excess investment income | [added: | | 257,605 | | | | | |] 245,094 | | | | [added: | |] 239,363 | | | | [removed: 224,031] | | [added: 12,511] | | [removed: 5,731] | | | | [removed: 2] [added: 5] | | | [removed: 15,332] | | | [added: 5,731] | [removed: 7] | | [added: | | | 2 | | |]
| Other insurance: | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]
| Other income | [added: | | 1,318 | | | | | |] 1,236 | | | | [added: | |] 1,270 | | | | [removed: 1,534] | | [added: 82] | | [removed: (34] | | [removed: )] | | [removed: (3] [added: 7] | [removed: )] | | [removed: (264] | | [removed: )] | [added: (34)] | [removed: (17] | [removed: )] | [added: | | | (3) | | |]
| Administrative expense | [removed: (223,941] | | [removed: )] [added: (240,321)] | | [removed: (210,590] | | [removed: )] | | [removed: (196,598] [added: (223,941)] | | [removed: )] | | [removed: (13,351] | | [removed: )] [added: (210,590)] | | [removed: 6] | | | [removed: (13,992] | [added: (16,380)] | [removed: )] | | [added: | | |] 7 | | [added: | | | | (13,351) | | | | | | 6 | | |]
| Corporate and other | [removed: (50,476] | | [removed: )] [added: (55,103)] | | [removed: (43,285] | | [removed: )] | | [removed: (34,913] [added: (50,476)] | | [removed: )] | | [removed: (7,191] | | [removed: )] [added: (43,285)] | | [removed: 17] | | | [removed: (8,372] | [added: (4,627)] | [removed: )] | | [removed: 24] | | [added: | 9 | | | | | | (7,191) | | | | | | 17 | | |]
| Pre-tax total | [added: | | 920,059 | | | | | |] 870,643 | | | | [added: | |] 821,165 | | | | [removed: 787,266] | | [added: 49,416] | | [removed: 49,478] | | | | 6 | | | [removed: 33,899] | | | [added: 49,478] | [removed: 4] | | [added: | | | 6 | | |]
| Applicable taxes | [removed: (163,669] | | [removed: )] [added: (167,957)] | | [removed: (247,484] | | [removed: )] | | [removed: (237,906] [added: (163,669)] | | [removed: )] | | [removed: 83,815] | | [added: (247,484)] | | [removed: (34] | [removed: )] | | [removed: (9,578] | [added: (4,288)] | [removed: )] | | [removed: 4] | | [added: | 3 | | | | | | 83,815 | | | | | | (34) | | |]
| [removed: Net] [added: Net] operating [removed: income from continuing operations] [added: income] | [added: | | 752,102 | | | | | |] 706,974 | | | | [added: | |] 573,681 | | | | [removed: 549,360] | | [added: 45,128] | | [removed: 133,293] | | | | [removed: 23] [added: 6] | | | [removed: 24,321] | | | [added: 133,293] | [removed: 4] | | [added: | | | 23 | | |]
| Reconciling items, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]
| Realized loss—redemption of debt | [removed: (8,752] | | [removed: )] [added: —] | | [removed: (2,627] | | [removed: )] | | [removed: —] [added: (8,752)] | | | | [removed: (6,125] | | [removed: )] [added: (2,627)] | | | | | [removed: (2,627] | [added: 8,752] | [removed: )] | | | | [added: | | | | | | | (6,125) | | | | | | | | |]
| Part D adjustments—discontinued operations | [removed: (44] | | [removed: )] [added: (92)] | | [removed: (3,769] | | [removed: )] | | [removed: 1,156] [added: (44)] | | | | [removed: 3,725] | | [added: (3,769)] | | | | | [removed: (4,925] | [added: (48)] | [removed: )] | | | | [added: | | | | | | | 3,725 | | | | | | | | |]
| Guaranty fund assessments | [added: | |] — | | | | [removed: (1,171] | | [removed: )] [added: —] | | [added: | | | | (1,171) | | | | | |] — | | | | [removed: 1,171] | | | | | | | [removed: (1,171] | [added: 1,171] | [removed: )] | | | | [added: | | | |]
"Globe Life" and the "Company" refer to Globe Life and its subsidiaries and affiliates.
The following discussion in Management's Discussion & Analysis will only reflect current year to prior year.
For reference to 2017 results, refer to *[2018 form](http://www.sec.gov/Archives/edgar/data/320335/000032033519000006/tmk201810-kdocumentxq42018.htm) [10-K](http://www.sec.gov/Archives/edgar/data/320335/000032033519000006/tmk201810-kdocumentxq42018.htm)*.
Any material comparisons will be discussed.
GL 2019 FORM 10-K
Management's Discussion & Analysis
Current Highlights, comparing 2019 with 2018.
- Total premium increased 5% over the same period in the prior year.
Life premium increased 5% for the period from $2.4 billion in 2018 to $2.5 billion in 2019.
Life underwriting margin increased 8% from $652 million in 2018 to $703 million in 2019.
- Net investment income increased 3% over the same period in the prior year.
- Book value per share increased 37% over the same period in the prior year from $48.11 to $66.02.
Book value per share, excluding net unrealized gains on the fixed maturity portfolio(1), increased 9% over the prior year from $44.32 to $48.26.
It has been used consistently by Globe Life's management for many years to evaluate the operating performance of the Company.
The impact of the adjustment to exclude net unrealized gains on fixed maturities is $2.0 billion and $426 million for 2019 and 2018, respectively.
Book value per share, excluding net unrealized gains on the fixed maturity portfolio, is also considered a non-GAAP measure.
Management utilizes this measure to view the book value of the business without the effect of net unrealized gains, which are primarily attributable to fluctuation in interest rates on the available for sale portfolio.
The impact of the adjustment to exclude net unrealized gains on fixed maturities is $17.76 and $3.79 for 2019 and 2018, respectively.
GL 2019 FORM 10-K
GLOBE LIFE INC.
Management's Discussion & Analysis
Summary of Operations. Net income increased 8% to $761 million in 2019, compared with $701 million in 2018.
This increase was primarily related to favorable underwriting income. On a diluted per common share basis, net income per common share for 2019 increased 12% from $6.09 to $6.83.
Included in net income were after-tax realized gains of $16 million in 2019, compared with realized after-tax losses of $1 million for 2018.
Net operating income from continuing operations increased 6% to $752 million in 2019, compared with $707 million in 2018.
On a diluted per common share basis, net operating income per common share increased 10% from $6.13 to $6.75.
Net operating income is the consolidated total of segment profits after tax and as such is considered a non-GAAP measure.
Net income is the most directly comparable GAAP measure.
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| Realized gain (loss)—investments | | | 16,291 | | | | | | 7,327 | | | | | | 20,217 | | | | | | 8,964 | | | | | | | | | | | | (12,890) | | | | | | | | |
| Legal proceedings | | | (6,603) | | | | | | — | | | | | | — | | | | | | (6,603) | | | | | | | | | | | | — | | | | | | | | |
GL 2019 FORM 10-K
GLOBE LIFE INC.
Management's Discussion & Analysis
In 2019, the largest contributor of total underwriting margin was the life insurance segment and the primary distribution channel was American Income Life Division.
The following tables represent the breakdown of total underwriting margin by operating segment and distribution channel for the year ended December 31, 2019.
Total premium income rose 5% for the year ended December 31, 2019 to $3.6 billion.
Total net sales increased 6% to $621 million, when compared with the same period in 2018.
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TMK 2018 FORM 10-K
CURRENT YEAR HIGHLIGHTS:
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| --- | --- |
In 2018, the Company completed its analysis of the tax legislation and recorded an additional $798 thousand adjustment related to the remeasurement of the deferred tax assets and liabilities based on the 21% rate.
As the impact of the tax legislation was treated as a non-operating event, it was excluded from net operating income.
Summary of Operations
Net income was $701 million in 2018, compared with $1.5 billion in 2017.
This decrease was primarily due to an $874 million increase to net income in 2017, relating to new tax legislation as described above.
Net income increased in 2017 from $550 million in 2016.
On a diluted per common share basis, 2018 net income fell 50% to $6.09 after a 172% increase in 2017.
Net income per diluted common share in 2017 rose to $12.22 from $4.49 in 2016.
As previously noted, 2017 net income per diluted common share includes the effect of the adjustment to net income relating to new tax legislation.
Each year’s net income per share was affected by realized gains (losses), which were $(0.01), $0.15, and $(0.06), in 2018, 2017 and 2016, respectively.
Net operating income from continuing operations rose each year over the prior year from $549 million in 2016 to $574 million in 2017 to $707 million in 2018.
as such is considered a non-GAAP measure.
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| Discontinued operations—Part D, net of tax | — | | | | — | | | | 9,033 | | | | — | | | | — | | | (9,033 | | ) | | (100 | ) |
| Net operating income | 706,974 | | | | 573,681 | | | | 558,393 | | | | 133,293 | | | | 23 | | | 15,288 | | | | 3 | |
| Realized gains (losses)—investments | 7,327 | | | | 20,217 | | | | (6,944 | | ) | | (12,890 | | ) | | | | | 27,161 | | | | | |
Total revenues rose 4% or $148 million in 2018 to $4.3 billion from the prior year.
Life premium rose 4% or $100 million in 2018 to $2.4 billion.
Life premium increased $117 million in 2017 to $2.3 billion.
Health premium increased 4% to $1.0 billion in 2018 and contributed $39 million to 2018 revenue growth, after having gained 3% to $976 million in 2017.
Health premium contributed $29 million to 2017 revenue growth.
Net investment income rose 4% or $35 million in 2018, and rose 5% or $41 million in 2017.
Life insurance premium and underwriting margins have grown in each of the last three years ended December 31, 2018.
The increase in life premium was driven by sales growth and improvements in persistency.
Life underwriting
margin as a percent of premium increased in 2018 to 27%, after remaining flat at 26% in 2016 and 2017.
Net life sales decreased $4 million in 2018 to $413 million.
The decline is primarily attributable to flat sales in the American Income Exclusive Agency due to lack of growth in agent count and productivity, and a decline in sales in our Globe Life Direct Response unit as a result of operational changes intended to improve profitability on new business.
Net life sales increased between 2016 and 2017.
The life insurance segment is discussed further in this report under the caption [Life Insurance](#sDBF50DF568CB5D48B954C0C41D6B3975).
Health net sales also rose 9% to $172 million during 2018 attributable to both individual and group sales.
Group sales vary significantly from period to period due to the impact of large groups that are sold from time-to-time.
First-year collected health premium rose 9% to $148 million from the prior year total of $136 million as a result of higher net sales in 2017.
An excerpt. Shown here: 40 of 496 rewritten, 40 of 394 added and 40 of 321 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2019 filing and the FY2018 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
1 rewritten, 0 added, 1 removed, 0 unchanged
Information required by this item is found under the heading [removed: Market] [added: *[Market] Risk [removed: Sensitivity] [added: Sensitivity](#i9791cecbd855444cb53bf2de5456676d_589)*] in [removed: Item 7] [added: *[Item](#i9791cecbd855444cb53bf2de5456676d_421)* [](#i9791cecbd855444cb53bf2de5456676d_421)*[7](#i9791cecbd855444cb53bf2de5456676d_421)*] of this report.
TMK 2018 FORM 10-K
Item 1. Business
82 rewritten, 39 added, 25 removed, 22 unchanged
Its primary subsidiaries are Globe Life And Accident Insurance [removed: Company (Globe Life),] [added: Company,] American Income Life Insurance [removed: Company (American Income),] [added: Company,] Liberty National Life Insurance [removed: Company (Liberty National),] [added: Company,] Family Heritage Life Insurance Company of [removed: America (Family Heritage),] [added: America,] and United American Insurance [removed: Company (United American).][added: Company.]
[removed: Torchmark] [added: Globe Life] makes available free of charge through its website, its annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after they have been electronically filed with or furnished to the Securities and Exchange Commission.
Other information included in [removed: Torchmark's] [added: Globe Life's] website is not incorporated into this filing.
The following table presents [removed: Torchmark’s] [added: Globe Life's] business by primary marketing distribution method.
Additional information concerning industry segments may be found in [removed: Management’s] [added: *[Management’s] Discussion and [removed: Analysis] [added: Analysis](#i9791cecbd855444cb53bf2de5456676d_421)*] and in [removed: [Note] [added: *Note] 14—Business [removed: Segments](#s2E6CC972F1BD592E83B6BE6880546EAF) in] [added: Segments* within] the [removed: Notes] [added: *[Notes] to the Consolidated Financial [removed: Statements.][added: Statements](#i9791cecbd855444cb53bf2de5456676d_139).*]
[removed: Insurance][added: Insurance]
[removed: Life Insurance][added: Life Insurance]
[removed: Torchmark’s] [added: Globe Life's] insurance subsidiaries write a variety of nonparticipating ordinary life insurance products.
These include traditional [removed: and interest sensitive whole-life insurance,] [added: whole life,] term [removed: life insurance,] [added: life,] and other life insurance.
The following tables present selected information about [removed: Torchmark’s] [added: Globe Life's] life [added: insurance] products.
| | [removed: Annualized] [added: | | Annualized] Premium in [removed: Force] [added: Force(1)] (Dollar amounts in thousands) | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| | [removed: 2018] | | [added: 2019] | | | | [removed: 2017] | | [added: 2018] | | | | [removed: 2016] | | [added: 2017] | | | [added: | | | | | | | | | | | |]
| | [removed: Amount] | | [added: Amount] | | [removed: %] [added: | | | | %] of [removed: Total] [added: Total] | | [removed: Amount] | | | | [removed: %] [added: Amount | | | | | | %] of [removed: Total] [added: Total] | | [removed: Amount] | | | | [removed: %] [added: Amount | | | | | | %] of [removed: Total] [added: Total] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Whole life:] [added: Whole life:] | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Traditional | [added: | |] $ | [added: 1,737,794 | | | | | 67 | | | | | | $ |] 1,643,122 | | | [added: | |] 67 | | [added: | | | |] $ | 1,567,077 | | | [added: | |] 66 | | [removed: $] | [removed: 1,471,054] | | | [removed: 65] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Interest-sensitive | [added: | | 38,691 | | | | | | 2 | | | | | |] 41,414 | | | | [added: | |] 2 | | [added: | | | |] 44,286 | | | | [added: | |] 2 | | [removed: 47,358] | | | | [removed: 2] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Term] [added: Term] | [added: | | 683,869 | | | | | | 26 | | | | | |] 671,840 | | | | [added: | |] 27 | | [added: | | | |] 664,558 | | | | [added: | |] 28 | | [removed: 657,797] | | | | [removed: 29] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Other] [added: Other] | [added: | | 121,274 | | | | | | 5 | | | | | |] 108,352 | | | | [added: | |] 4 | | [added: | | | |] 97,178 | | | | [added: | |] 4 | | [removed: 86,527] | | | | [removed: 4] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | [added: | |] $ | [removed: 2,464,728] [added: 2,581,628] | | | [added: | |] 100 | | [added: | | | |] $ | [removed: 2,373,099] [added: 2,464,728] | | | [added: | |] 100 | | [added: | | | |] $ | [removed: 2,262,736] [added: 2,373,099] | | | [added: | |] 100 | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | [removed: Policy] [added: | | Policy] Count and Average Face Amount Per [removed: Policy] [added: Policy] (Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | [removed: 2018] | | [added: 2019] | | | | | [removed: 2017] | | | | | | | [removed: 2016] | | | | | | [added: 2018 | | | | | | | | | | | | | | | | | | 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | [removed: Policy Count] | | [added: Policy Count] | [removed: Average] [added: | | | | | Average] Face Amount per [removed: Policy] [added: Policy] | | | | [removed: Policy Count] | | [added: Policy Count] | [removed: Average] [added: | | | | | Average] Face Amount per [removed: Policy] [added: Policy] | | | | [removed: Policy Count] | | [added: Policy Count] | [removed: Average] [added: | | | | | Average] Face Amount per [removed: Policy] [added: Policy] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Whole life:] [added: Whole life:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Traditional | [added: | | 8,477,406 | | | | | | $ | 14.2 | | | | |] 8,112,745 | | | [added: | | |] $ | 13.9 | | | [added: | |] 8,045,522 | | | [added: | | |] $ | 13.6 | | | [removed: 7,953,837] | | | [removed: $] | [removed: 13.2] | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Interest-sensitive | [added: | | 208,822 | | | | | | 20.3 | | | | | |] 209,948 | | | [added: | | |] 20.6 | | | | [added: | |] 219,487 | | | [added: | | |] 20.5 | | | | [removed: 229,459] | | | [removed: 20.5] | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Term] [added: Term] | [added: | | 4,313,709 | | | | | | 14.8 | | | | | |] 4,459,850 | | | [added: | | |] 14.9 | | | | [added: | |] 4,351,901 | | | [added: | | |] 15.0 | | | | [removed: 4,232,417] | | | [removed: 15.2] | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Other] [added: Other] | [added: | | 399,365 | | | | | | 13.7 | | | | | |] 376,632 | | | [added: | | |] 12.9 | | | | [added: | |] 355,053 | | | [added: | | |] 12.3 | | | | [removed: 329,797] | | | [removed: 11.9] | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| | [added: | | 13,399,302 | | | | | | $ | 14.5 | | | | |] 13,159,175 | | | [added: | | |] $ | 14.3 | | | [added: | |] 12,971,963 | | | [added: | | |] $ | 14.1 | | | [removed: 12,745,510] | | | [removed: $] | [removed: 13.9] | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
The distribution [removed: methods] [added: channels] for life insurance products include direct [removed: response,] [added: to consumer,] exclusive agents, and independent agents.
These methods are described in [removed: more depth in] [added: greater detail within] the primary marketing distribution [removed: method] [added: channel] chart [removed: earlier in this report.][added: seen on the previous page.]
The following table presents [removed: life] annualized premium in force [added: for the three years ended December 31, 2019] by distribution [removed: method.][added: method:]
| | [removed: Annualized] [added: | | Annualized] Premium in [removed: Force] [added: Force] (Dollar amounts in thousands) | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: 2016] | | | [added: | | | | | | | | | 2018 | | | | | | | | | | | | | | | | | | 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Exclusive agents:] [added: Exclusive agents:] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| American Income | [added: | | 1,220,483 | | | | | |] 1,129,384 | | | | [added: | |] 1,059,216 | | | | [removed: 966,990] | | | [added: | | | | | | | |]
| Liberty National | [added: | | 309,792 | | | | | |] 300,846 | | | | [added: | |] 295,235 | | | | [removed: 288,005] | | | [added: | | | | | | | |]
| [removed: Independent agents:] [added: Independent agents:] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| United American | [added: | | 10,211 | | | | | |] 11,094 | | | | [added: | |] 12,121 | | | | [removed: 13,292] | | | [added: | | | | | | | |]
| Other | [added: | | 209,403 | | | | | |] 210,624 | | | | [added: | |] 209,899 | | | | [removed: 212,227] | | | [added: | | | | | | | |]
| | [added: | |] $ | [added: 2,581,628 | | | | | $ |] 2,464,728 | | | [added: | |] $ | 2,373,099 | | | [removed: $] | [removed: 2,262,736] | | [added: | | | | | | | |]
Effective August 8, 2019, Torchmark Corporation changed its corporate name to Globe Life Inc. The New York Stock Exchange (NYSE) ticker was changed to "GL" on August 9, 2019.
The name change is part of a brand alignment strategy which will enhance the Company's ability to build name recognition with potential customers and agent recruits through the use of a single brand.
The underwriting companies owned by Globe Life Inc. (the Parent Company) will continue to exist as legal entities, but over a period of time will go to market under the Globe Life name to leverage branding initiatives implemented at Globe Life And Accident Insurance Company in recent years.
"Globe Life" and the "Company" refer to Globe Life Inc., an insurance holding company incorporated in Delaware in 1979, and its subsidiaries and affiliates.
Globe Life's website is: www.globelifeinsurance.com.
GL 2019 FORM 10-K
GL 2019 FORM 10-K
The Company's primary subsidiaries are Globe Life And Accident Insurance Company, American Income Life Insurance Company, Liberty National Life Insurance Company, Family Heritage Life Insurance Company of America, and United American Insurance Company.
Our distribution channels consist of the following exclusive agencies: American Income Life Division (American Income), Liberty National Division (Liberty National) and Family Heritage Division (Family Heritage); an independent agency, United American Division (United American); and our Direct to Consumer Division (formerly referred to as Globe Life Direct Response distribution channel).
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| Direct to Consumer | | | $ | 831,739 | | | | | $ | 812,780 | | | | | $ | 796,628 | | | | | | | | | | | | | |
(1)See definition of annualized premium in force under *[Results of Operations](#i9791cecbd855444cb53bf2de5456676d_424)* *[in Management's Discussion & Analysis](#i9791cecbd855444cb53bf2de5456676d_421).*
The Company does not currently sell interest-sensitive whole life products.
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GL 2019 FORM 10-K
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| | | | Annualized Premium in Force (Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | | | | | | | | | |
| Exclusive agents: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Independent agents: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Annualized Premium in Force (Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2019 | | | | | | | | | | | | | | | | | | 2018 | | | | | | | | | | | | | | | | | | 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Amount | | | | | | % of Total | | | | | | Amount | | | | | | % of Total | | | | | | Amount | | | | | | % of Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GL 2019 FORM 10-K
The Company does not currently market annuity products.
Reinsurance
Globe Life has historically participated in very limited third-party reinsurance contracts as a result of the low face amounts of the policies sold by the Company.
GL 2019 FORM 10-K
See further discussion of RBC in *[Capital Res](#i9791cecbd855444cb53bf2de5456676d_625)[ources](#i9791cecbd855444cb53bf2de5456676d_625).*
At the end of 2019, Globe Life had 3,196 employees.
GL 2019 FORM 10-K
Torchmark Corporation ("Torchmark", "we", "our", and "us") is an insurance holding company incorporated in Delaware in 1979.
Torchmark’s website is: www.torchmarkcorp.com.
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| --- | --- | --- | --- | --- | --- | --- | --- |
| | Primary Distribution Method | | Company | | Products and Target Markets | | Distribution |
|  | Globe Life Direct Response | | Globe Life And Accident Insurance Company McKinney, Texas | | Individual life and supplemental health insurance including juvenile and senior life coverage and Medicare Supplement to lower middle to middle-income Americans. | | Nationwide distribution through direct-to-consumer channels; including direct mail, electronic media and insert media. |
|  | American Income Exclusive Agency | | American Income Life Insurance Company Waco, Texas | | Individual life and supplemental health insurance marketed to working families. | | 6,894 producing agents in the U.S., Canada, and New Zealand. |
|  | Liberty National Exclusive Agency | | Liberty National Life Insurance Company McKinney, Texas | | Individual life and supplemental health insurance marketed to lower middle to middle-income families. | | 2,159 producing agents in the U.S. |
|  | Family Heritage Exclusive Agency | | Family Heritage Life Insurance Company of America Cleveland, Ohio | | Supplemental limited-benefit health insurance to lower middle to middle-income families. | | 1,097 producing agents in the U.S. |
|  | United American Independent Agency | | United American Insurance Company McKinney, Texas | | Medicare Supplement coverage to Medicare beneficiaries and, to a lesser extent, supplemental limited-benefit health coverage to people under age 65. | | 4,415 independent producing agents in the U.S. |
TMK 2018 FORM 10-K
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| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Globe Life Direct Response | $ | 812,780 | | | $ | 796,628 | | | $ | 782,222 | |
The assumptions used in the calculation of Torchmark’s reserves are reported in [Note 1—Significant Accounting Policies](#s736129EEC9AF5075B6D7016B70357206).
(See [Note 4—Investments](#s7BAE4ABF13DD54A9832B8B804B5F91DC) and [Management’s Discussion and Analysis](#s96970218371A5D5C851BFCEA182AC20C).)
Insurance.
Risk-Based Capital (RBC).
Guaranty Assessments.
Holding Company.
At the end of 2018, Torchmark had 3,102 employees, consistent with the prior year.
An excerpt. Shown here: 40 of 82 rewritten, all 39 added and all 25 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2019 filing and the FY2018 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 4 removed, 0 unchanged
[removed: See further discussion of] [added: Discussion regarding] litigation and unclaimed property audits [added: is provided] in [removed: [Note] [added: *Note] 6—Commitments and [removed: Contingencies](#s4822060400D75F2988C4A75B0221A668).][added: Contingencies*.]
Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to litigation, including putative class action litigation, claims involving tax matters, alleged breaches of contract, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark’s subsidiaries, employment discrimination, and miscellaneous other causes of action.
Based upon information presently available, and in light of legal and other factual defenses available to Torchmark and its subsidiaries, management does not believe that such litigation will have a material adverse effect on Torchmark’s financial condition, future operating results or liquidity; however, assessing the eventual outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries and appellate courts in the future.
This bespeaks caution, particularly in states with reputations for high punitive damage verdicts.
Torchmark’s management recognizes that large punitive damage awards bearing little or no relation to actual damages continue to be awarded by juries in jurisdictions in which Torchmark and its subsidiaries have substantial business, creating the potential for unpredictable material adverse judgments in any given punitive damage suit.
Cover and table of contents
70 rewritten, 18 added, 14 removed, 20 unchanged
[removed: UNITED STATES][added: UNITED STATES]
[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]
[removed: FORM 10-K][added: FORM 10-K]
[removed: \[X\]] [added: \[ ☒ \]] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF [removed: THE SECURITIES] [added: THE SECURITIES] EXCHANGE ACT OF [removed: 1934][added: 1934]
For the fiscal year ended December 31, [removed: 2018][added: 2019]
[removed: \[] [added: \[ ☐] \] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]
| Delaware | | [added: | | | |] 63-0780404 | [added: | | | | |]
| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | | | | |]
| 3700 South Stonebridge Drive, McKinney, TX | | [added: | | | |] 75070 | [added: | | | | |]
| (Address of principal executive offices) | | [added: | | | |] (Zip Code) | [added: | | | | |]
| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: CUSIP] | [added: Trading Symbol(s)] | [removed: Name] [added: | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]
| Common Stock, $1.00 par value per share | | [removed: 891027104] | [added: GL] | [added: | |] New York Stock Exchange | [added: | |]
Yes [removed: ¨] [added: ☐] No x
| Large accelerated filer | | [removed: ý] | | [added: | | x | | | | | |] Accelerated filer | | [added: | | | |] ¨ | [added: | | | | | | | | | | | | | |]
| Non-accelerated filer | | [added: | | | |] ¨ | | [added: | | | |] Smaller reporting company | | [removed: ¨] | [added: | | | ☐ | | | | | | | | | | | | | | |]
| | | | | [added: | | | | | | | |] Emerging growth company | | [removed: ¨] | [added: | | | ☐ | | | | | | | | | | | | | | |]
| 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. | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |] ¨ | [added: | |]
As of June 30, [removed: 2018,] [added: 2019,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $9.0] [added: $9.6] billion based on the closing sale price as reported on the New York Stock Exchange.
| [removed: Class] [added: Class] | | [removed: Outstanding] [added: | | | | Outstanding] at February 19, [removed: 2019] [added: 2020] | [added: | |]
| Common Stock, $1.00 par value per share | | [removed: 110,236,297] [added: | | | | 107,533,326] shares | [added: | |]
[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]
| [removed: Document] [added: Document] | | [removed: Parts] [added: | | | | Parts] Into Which [removed: Incorporated] [added: Incorporated] | [added: | |]
| Proxy Statement for the Annual Meeting of Stockholders to be held [added: on] April [removed: 25, 2019] [added: 30, 2020] (Proxy Statement) | | [added: | | | |] Part III | [added: | |]
[removed: Table] [added: Table] of [removed: Contents][added: Contents]
| | | | [removed: Page] | [added: | | | | | Page | | |]
[removed: | [PART I.](#sCA17B58E7155523990EAA821BCF4474D) | | | |][added: Part I]
| | [added: | |] Item 1A. | [added: | |] [Risk [removed: Factors](#sBECF8B2DA02D539CA4778313511C47BC)] [added: Factors](#i9791cecbd855444cb53bf2de5456676d_706)] | [removed: [6](#sBECF8B2DA02D539CA4778313511C47BC)] | [added: | [7](#i9791cecbd855444cb53bf2de5456676d_706) | | |]
| | [added: | |] Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sB9C9B3DB1C3D529D95351B903E045A38)] [added: Comments](#i9791cecbd855444cb53bf2de5456676d_67)] | [removed: [13](#sB9C9B3DB1C3D529D95351B903E045A38)] | [added: | [13](#i9791cecbd855444cb53bf2de5456676d_67) | | |]
| | [added: | |] Item 2. | [removed: [Properties](#s85D356DE14735A33B6B3AAAB497E2765)] | [removed: [13](#s85D356DE14735A33B6B3AAAB497E2765)] | [added: [Properties](#i9791cecbd855444cb53bf2de5456676d_70) | | | [13](#i9791cecbd855444cb53bf2de5456676d_70) | | |]
| | [added: | |] Item 3. | [added: | |] [Legal [removed: Proceedings](#s3A663CEED5895DC9A3B8A69F55943020)] [added: Proceedings](#i9791cecbd855444cb53bf2de5456676d_703)] | [removed: [13](#s3A663CEED5895DC9A3B8A69F55943020)] | [added: | [13](#i9791cecbd855444cb53bf2de5456676d_703) | | |]
| | [added: | |] Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s1FAE3BF44C3A521E8345DD9FBD3C4200)] [added: Disclosures](#i9791cecbd855444cb53bf2de5456676d_73)] | [removed: [13](#s1FAE3BF44C3A521E8345DD9FBD3C4200)] | [added: | [13](#i9791cecbd855444cb53bf2de5456676d_73) | | |]
| [removed: [PART II.](#sB7E2E9B380D65EC5B1BF7DCA8E1DF163)] [added: [PART II.](#i9791cecbd855444cb53bf2de5456676d_76)] | | | | [added: | | | | | | | |]
| | [added: | |] Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s427F7D0CF004520481E2DE2C80720013)] [added: Securities](#i9791cecbd855444cb53bf2de5456676d_76)] | [removed: [14](#s427F7D0CF004520481E2DE2C80720013)] | [added: | [14](#i9791cecbd855444cb53bf2de5456676d_76) | | |]
| | [added: | |] Item 6. | [added: | |] [Selected Financial [removed: Data](#s30EAD739782A5279A9EEFC1E43BA5386)] [added: Data](#i9791cecbd855444cb53bf2de5456676d_88)] | [removed: [15](#s30EAD739782A5279A9EEFC1E43BA5386)] | [added: | [15](#i9791cecbd855444cb53bf2de5456676d_88) | | |]
| | [added: | |] Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s96970218371A5D5C851BFCEA182AC20C)] [added: Operations](#i9791cecbd855444cb53bf2de5456676d_421)] | [removed: [16](#s96970218371A5D5C851BFCEA182AC20C)] | [added: | [17](#i9791cecbd855444cb53bf2de5456676d_421) | | |]
| | [added: | |] Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sD729BF11827756078938F35F562EE3A1)] [added: Risk](#i9791cecbd855444cb53bf2de5456676d_652)] | [removed: [49](#sD729BF11827756078938F35F562EE3A1)] | [added: | [48](#i9791cecbd855444cb53bf2de5456676d_652) | | |]
| | [added: | |] Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s4DC2073EFB9E53F4BBD61ADBBC148868)] [added: Data](#i9791cecbd855444cb53bf2de5456676d_91)] | [removed: [50](#s4DC2073EFB9E53F4BBD61ADBBC148868)] | [added: | [48](#i9791cecbd855444cb53bf2de5456676d_91) | | |]
| | | [added: | | | |] [Consolidated Balance [removed: Sheets](#s0758148762205062841B7D7855D24EEE)] [added: Sheets](#i9791cecbd855444cb53bf2de5456676d_103)] | [removed: [52](#s0758148762205062841B7D7855D24EEE)] | [added: | [51](#i9791cecbd855444cb53bf2de5456676d_103) | | |]
| | | [added: | | | |] [Consolidated Statements of [removed: Operations](#s63F8EBA5B85157B288440D3773FC2472)] [added: Operations](#i9791cecbd855444cb53bf2de5456676d_112)] | [removed: [53](#s63F8EBA5B85157B288440D3773FC2472)] | [added: | [52](#i9791cecbd855444cb53bf2de5456676d_112) | | |]
GLOBE LIFE INC.
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GLOBE LIFE INC.
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| | | | Item 1. | | | [Busi](#i9791cecbd855444cb53bf2de5456676d_16)[n](#i9791cecbd855444cb53bf2de5456676d_16)[ess](#i9791cecbd855444cb53bf2de5456676d_16) | | | [1](#i9791cecbd855444cb53bf2de5456676d_16) | | |
| | | | | | | [Cautionary Statements](#i9791cecbd855444cb53bf2de5456676d_649) | | | [16](#i9791cecbd855444cb53bf2de5456676d_649) | | |
| | | | | | | [Note 14—Business Segments](#i9791cecbd855444cb53bf2de5456676d_373) | | | [106](#i9791cecbd855444cb53bf2de5456676d_373) | | |
10-K 1 tmk201810-kdocumentxq42018.htm FY 2018 10-K
TORCHMARK CORPORATION
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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| | Item 1. | [Business](#sEA4EFE3065555F38A6B21F9ED65D16D4) | [1](#sEA4EFE3065555F38A6B21F9ED65D16D4) |
| | | [Note 14—Business Segments](#s2E6CC972F1BD592E83B6BE6880546EAF) | [107](#s2E6CC972F1BD592E83B6BE6880546EAF) |
An excerpt. Shown here: 40 of 70 rewritten, all 18 added and all 14 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2019 filing and the FY2018 filing.
Item 1B. Unresolved Staff Comments
1 rewritten, 0 added, 0 removed, 0 unchanged
As of December 31, [removed: 2018, Torchmark] [added: 2019, Globe Life] had no unresolved SEC staff comments.
Item 2. Properties
1 rewritten, 2 added, 11 removed, 0 unchanged
[removed: Torchmark,] [added: Globe Life,] through its subsidiaries, owns or leases buildings that are used in the normal course of business.
Globe Life owns and occupies over 500,000 combined square feet in McKinney, Texas (headquarters) and at the Waco, Texas and Oklahoma City, Oklahoma campuses.
Additionally, the Company leases other buildings across the U.S. for business purposes.
Torchmark owns and occupies a 300,000 square foot facility in McKinney, Texas.
This facility is Torchmark’s corporate headquarters and also houses the operations of subsidiaries, United American and Liberty National, as well as many operations of other subsidiaries.
In addition, United American leases 5,000 square feet of space in Omaha, Nebraska and, through a subsidiary, leases 3,230 square feet of office space in Syracuse, New York.
Globe Life leases 34,000 square feet of an office building located in Oklahoma City, Oklahoma.
Globe Marketing Services, a subsidiary of Globe Life, owns a 133,000 square foot facility in Oklahoma City that houses the Globe Life Direct Response operation.
Globe Life also leases a 10,000 square foot storage facility in Allen, Texas.
American Income owns and occupies two buildings located in Waco, Texas: a 70,000 square foot building for corporate operations and a 43,000 square foot printing facility.
American Income also leases 19,597 square feet in additional corporate office space in Waco, and leases office space throughout the United States to support its marketing operations.
Family Heritage owns 50% of a partnership that owns a 66,000 square foot building in Broadview Heights, Ohio (a suburb of Cleveland).
Family Heritage leases 24,157 square feet of the building for various corporate operations.
The partnership also leases a portion of the building to unrelated tenants.
Item 4. Mine Safety Disclosures
1 rewritten, 1 added, 1 removed, 1 unchanged
[removed: PART II][added: Part II]
GL 2019 FORM 10-K
TMK 2018 FORM 10-K
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
12 rewritten, 6 added, 6 removed, 2 unchanged
[removed: Market] [added: Market] Price of and Dividends on the Registrant’s Common Equity and Related Stockholder [removed: Matters][added: Matters]
The principal market in which [removed: Torchmark’s] [added: Globe Life's] common stock is traded is the New York Stock Exchange (NYSE: [removed: TMK).][added: GL).]
There were [removed: 2,521] [added: 2,350] shareholders of record on December 31, [removed: 2018,] [added: 2019,] excluding shareholder accounts held in nominee form.
The line graph shown below compares [removed: Torchmark’s] [added: Globe Life's] cumulative total return on its common stock with the cumulative total returns of the Standard and Poor’s 500 Stock Index (S&P 500) and the Standard and Poor’s Life & Health Insurance Index (S&P Life & Health Insurance).
[removed: Torchmark] [added: Globe Life] is one of the companies whose stock is included within both the S&P 500 and the S&P Life & Health Insurance Index.
[removed: ][added: ]
*$100 invested on [removed: 12/31/13] [added: 12/31/2014] in stock or index, including reinvestment of dividends.
[removed: (Copyright © 2019] [added: Copyright© 2020] Standard & Poor's, a division of S&P Global.
All rights [removed: reserved.)][added: reserved.]
[removed: Purchases] [added: Purchases] of Certain Equity Securities by the Issuer and Others for the Fourth Quarter [removed: 2018][added: 2019]
| [removed: Period] [added: Period] | [removed: (a)] [added: | | | | | (a)] Total Number of Shares [removed: Purchased] [added: Purchased] | | | [removed: (b)] [added: | | | (b)] Average Price Paid Per [removed: Share] [added: Share] | | | | [removed: (c)] [added: | | (c)] Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | [removed: (d)] [added: | | | (d)] Maximum Number of Shares (or Approximate Dollar Amount) that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs] | [added: | |]
On August [removed: 7, 2018, Torchmark’s] [added: 8, 2019, Globe Life's] Board reaffirmed its continued authorization of the Company’s stock repurchase program in amounts and with timing that management, in consultation with the Board, determined to be in the best interest of the Company.
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| October 1-31, 2019 | | | | | | 328,698 | | | | | | $ | 84.90 | | | | | 328,698 | | | | | | — | | |
| November 1-30, 2019 | | | | | | 456,288 | | | | | | 106.14 | | | | | | 456,288 | | | | | | — | | |
| December 1-31, 2019 | | | | | | 465,138 | | | | | | 104.83 | | | | | | 465,138 | | | | | | — | | |
GL 2019 FORM 10-K
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| October 1-31, 2018 | 658,923 | | | $ | 84.59 | | | 658,923 | | | — |
| November 1-30, 2018 | 199,443 | | | 86.20 | | | | 199,443 | | | — |
| December 1-31, 2018 | 644,199 | | | 78.40 | | | | 644,199 | | | — |
TMK 2018 FORM 10-K
Item 6. Selected Financial Data
37 rewritten, 42 added, 11 removed, 1 unchanged
The following information should be read in conjunction with [removed: Torchmark’s] [added: Globe Life's] Consolidated Financial Statements and related notes reported elsewhere in this Form 10-K:
| [removed: Year ended December 31,] | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2015] | | [added: 2017] | | [removed: 2014] | | | [added: | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Life | [added: | |] $ | [added: 2,517,784 | | | | | $ |] 2,406,555 | | | [added: | |] $ | 2,306,547 | | | [added: | |] $ | 2,189,333 | | | [added: | |] $ | 2,073,065 | | | [removed: $] | [removed: 1,966,300] | | [added: | | | | | | | | | | | | | | | | | | | |]
| Health | [added: | | 1,077,346 | | | | | |] 1,015,339 | | | | [added: | |] 976,373 | | | | [added: | |] 947,663 | | | | [added: | |] 925,520 | | | | [removed: 869,440] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Other | [added: | | 4 | | | | | |] 12 | | | | [added: | |] 15 | | | | [added: | |] 38 | | | | [added: | |] 135 | | | | [removed: 400] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Total premium | [added: | | 3,595,134 | | | | | |] 3,421,906 | | | | [added: | |] 3,282,935 | | | | [added: | |] 3,137,034 | | | | [added: | |] 2,998,720 | | | | [removed: 2,836,140] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Net investment income | [added: | | 910,459 | | | | | |] 882,512 | | | | [added: | |] 847,885 | | | | [added: | |] 806,903 | | | | [added: | |] 773,951 | | | | [removed: 758,286] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Realized gains (losses) | [removed: (1,804] | | [removed: )] [added: 20,621] | | [added: | | | | (1,804) | | | | | |] 23,611 | | | | [removed: (10,683] | | [removed: )] [added: (10,683)] | | [removed: (8,791] | | [removed: )] | | [removed: 23,548] [added: (8,791)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]
| Total revenue | [added: | | 4,527,532 | | | | | |] 4,303,751 | | | | [added: | |] 4,155,573 | | | | [added: | |] 3,934,629 | | | | [added: | |] 3,766,065 | | | | [removed: 3,620,095] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Income from continuing operations, net of tax | [added: | | 760,882 | | | | | |] 701,510 | | | | [added: | |] 1,458,263 | | | | [added: | |] 539,590 | | | | [added: | |] 516,293 | | | | [removed: 528,074] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Income from discontinued operations, net of tax | [removed: (44] | | [removed: )] [added: (92)] | | [removed: (3,769] | | [removed: )] | | [added: (44) | | | | | | (3,769) | | | | | |] 10,189 | | | | [added: | |] 10,807 | | | | [removed: 14,865] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Net [removed: income(1)] [added: income] | [added: | | 760,790 | | | | | |] 701,466 | | | | [added: | |] 1,454,494 | | | | [added: | |] 549,779 | | | | [added: | |] 527,100 | | | | [removed: 542,939] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| [removed: Per] [added: Basic net income (loss) per] common share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Income from continuing] [added: Continuing] operations | [added: | | 6.97 | | | | | |] 6.22 | | | | [added: | |] 12.53 | | | | [added: | |] 4.50 | | | | [added: | |] 4.13 | | | | [removed: 4.04] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| [removed: Income from discontinued] [added: Discontinued] operations | [added: | |] — | | | | [removed: (0.03] | | [removed: )] [added: —] | | [added: | | | | (0.03) | | | | | |] 0.08 | | | | [added: | |] 0.08 | | | | [removed: 0.11] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Net [removed: income(1)] [added: income] | [added: | | 6.97 | | | | | |] 6.22 | | | | [added: | |] 12.50 | | | | [added: | |] 4.58 | | | | [added: | |] 4.21 | | | | [removed: 4.15] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| [removed: Income from continuing] [added: Continuing] operations | [added: | | 6.83 | | | | | |] 6.09 | | | | [added: | |] 12.26 | | | | [added: | |] 4.41 | | | | [added: | |] 4.07 | | | | [removed: 3.98] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| [removed: Income from discontinued] [added: Discontinued] operations | [added: | |] — | | | | [removed: (0.04] | | [removed: )] [added: —] | | [added: | | | | (0.04) | | | | | |] 0.08 | | | | [added: | |] 0.09 | | | | [removed: 0.11] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Net [removed: income(1)] [added: income] | [added: | | 6.83 | | | | | |] 6.09 | | | | [added: | |] 12.22 | | | | [added: | |] 4.49 | | | | [added: | |] 4.16 | | | | [removed: 4.09] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Cash dividends paid | [added: | | 0.68 | | | | | |] 0.63 | | | | [added: | |] 0.59 | | | | [added: | |] 0.56 | | | | [added: | |] 0.53 | | | | [removed: 0.49] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Basic weighted average shares outstanding | [added: | | 109,214 | | | | | |] 112,873 | | | | [added: | |] 116,343 | | | | [added: | |] 120,001 | | | | [added: | |] 125,095 | | | | [removed: 130,722] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Diluted weighted average shares outstanding | [added: | | 111,381 | | | | | |] 115,249 | | | | [added: | |] 118,983 | | | | [added: | |] 122,368 | | | | [added: | |] 126,757 | | | | [removed: 132,640] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| [removed: As of December 31,] | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2015] | | [added: 2017] | | [removed: 2014] | | | [added: | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Cash and invested assets | [added: | |] $ | [added: 19,923,204 | | | | | $ |] 17,239,570 | | | [added: | |] $ | 17,853,047 | | | [added: | |] $ | 15,955,891 | | | [added: | |] $ | 14,405,073 | | | [removed: $] | [removed: 15,058,996] | | [added: | | | | | | | | | | | | | | | | | | | |]
| Total assets | [added: | | 25,977,460 | | | | | |] 23,095,722 | | | | [added: | |] 23,474,985 | | | | [added: | |] 21,436,087 | | | | [added: | |] 19,853,213 | | | | [removed: 20,272,259] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Short-term debt | [added: | | 298,738 | | | | | |] 307,848 | | | | [added: | |] 328,067 | | | | [added: | |] 264,475 | | | | [added: | |] 490,129 | | | | [removed: 238,398] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Long-term debt | [added: | | 1,348,988 | | | | | |] 1,357,185 | | | | [added: | |] 1,132,201 | | | | [added: | |] 1,133,165 | | | | [added: | |] 743,733 | | | | [removed: 992,130] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Shareholders' [removed: equity(1)] [added: equity] | [added: | | 7,294,307 | | | | | |] 5,415,177 | | | | [added: | |] 6,231,421 | | | | [added: | |] 4,566,861 | | | | [added: | |] 4,055,552 | | | | [removed: 4,697,466] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Per diluted common [removed: share(1)] [added: share] | [added: | | 66.02 | | | | | |] 48.11 | | | | [added: | |] 52.95 | | | | [added: | |] 37.76 | | | | [added: | |] 32.71 | | | | [removed: 36.19] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Effect of fixed maturity revaluation on diluted equity per common [removed: share(2)] [added: share(1)] | [added: | | 17.76 | | | | | |] 3.79 | | | | [added: | |] 13.18 | | | | [added: | |] 5.63 | | | | [added: | |] 2.62 | | | | [removed: 8.28] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Annualized premium in force: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Life | [added: | | 2,581,628 | | | | | |] 2,464,728 | | | | [added: | |] 2,373,099 | | | | [added: | |] 2,262,736 | | | | [added: | |] 2,150,498 | | | | [removed: 2,044,545] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Health | [added: | | 1,139,038 | | | | | |] 1,073,698 | | | | [added: | |] 1,018,020 | | | | [added: | |] 998,634 | | | | [added: | |] 973,042 | | | | [removed: 947,323] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Total | [added: | | 3,720,666 | | | | | |] 3,538,426 | | | | [added: | |] 3,391,119 | | | | [added: | |] 3,261,370 | | | | [added: | |] 3,123,540 | | | | [removed: 2,991,868] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Basic shares outstanding | [added: | | 107,720 | | | | | |] 110,693 | | | | [added: | |] 114,593 | | | | [added: | |] 118,031 | | | | [added: | |] 122,370 | | | | [removed: 127,930] | | | [added: | | | | | | | | | | | | | | | | | | | |]
| Diluted shares outstanding | [added: | | 110,494 | | | | | |] 112,561 | | | | [added: | |] 117,696 | | | | [added: | |] 120,958 | | | | [added: | |] 123,996 | | | | [removed: 129,812] | | | [added: | | | | | | | | | | | | | | | | | | | |]
[removed: | (2) | See] [added: (1)See] discussion under the caption [removed: Capital Resources] [added: *[Capital Resources](#i9791cecbd855444cb53bf2de5456676d_625)*] in [removed: [Management’s] [added: *[Management’s] Discussion and [removed: Analysis](#s96970218371A5D5C851BFCEA182AC20C)] [added: Analysis](#i9791cecbd855444cb53bf2de5456676d_421)*] in this report concerning the effect this rule has on [removed: Torchmark’s] [added: Globe Life's] equity. [removed: |]
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| | | | Year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Diluted net income (loss) per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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GL 2019 FORM 10-K
CAUTIONARY STATEMENTS
We caution readers regarding certain forward-looking statements contained in the foregoing discussion and elsewhere in this document, and in any other statements made by, or on behalf of Globe Life whether or not in future filings with the Securities and Exchange Commission.
Any statement that is not a historical fact, or that might otherwise be considered an opinion or projection concerning the Company or its business, whether express or implied, is meant as and should be considered a forward-looking statement.
Such statements represent management's opinions concerning future operations, strategies, financial results or other developments.
We specifically disclaim any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise.
Forward-looking statements are based upon estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control.
If these estimates or assumptions prove to be incorrect, the actual results of Globe Life may differ materially from the forward-looking statements made on the basis of such estimates or assumptions.
Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments, which may be national in scope, related to the insurance industry generally, or applicable to the Company specifically.
Such events or developments could include, but are not necessarily limited to:
1)Economic and other conditions leading to unexpected changes in lapse rates and/or sales of our policies, as well as levels of mortality, morbidity, and utilization of health care services that differ from Globe Life's assumptions;
2)Regulatory developments, including changes in accounting standards or governmental regulations (particularly those impacting taxes and changes to the Federal Medicare program that would affect Medicare Supplement);
3)Market trends in the senior-aged health care industry that provide alternatives to traditional Medicare (such as Health Maintenance Organizations and other managed care or private plans) and that could affect the sales of traditional Medicare Supplement insurance;
4)Interest rate changes that affect product sales and/or investment portfolio yield;
5)General economic, industry sector or individual debt issuers’ financial conditions that may affect the current market value of securities we own, or that may impair an issuer’s ability to make principal and/or interest payments due on those securities;
6)Changes in pricing competition;
7)Litigation results;
8)Levels of administrative and operational efficiencies that differ from our assumptions;
9)The ability to obtain timely and appropriate premium rate increases for health insurance policies from our regulators;
10)The customer response to new products and marketing initiatives;
11)Reported amounts in the consolidated financial statements which are based on management estimates and judgments which may differ from the actual amounts ultimately realized; and
12)Compromise by a malicious actor or other event that causes a loss of secure data from, or inaccessibility to, our computer and other information technology systems.
Readers are also directed to consider other risks and uncertainties described in other documents on file with the Securities and Exchange Commission.
GL 2019 FORM 10-K
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Premium revenue: | | | | | | | | | | | | | | | | | | | |
| Basic earnings: | | | | | | | | | | | | | | | | | | | |
| Diluted earnings: | | | | | | | | | | | | | | | | | | | |
| Cash dividends declared | 0.64 | | | | 0.60 | | | | 0.56 | | | | 0.54 | | | | 0.51 | | |
Note: Certain figures have been revised to reflect the adoption of new accounting guidance and discontinued operations.
| | |
| --- | --- |
| (1) | See discussion of tax legislation impact in 2017 in the [Results of Operations](#s10621942B5B35C7CA71E155324C1E4F4). |
TMK 2018 FORM 10-K
An excerpt. Shown here: all 37 rewritten, 40 of 42 added and all 11 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data in the FY2019 filing and the FY2018 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,158 rewritten, 874 added, 315 removed, 353 unchanged
[removed: Consolidated] [added: Consolidated] Financial Statements [removed: Index][added: Index]
| | [removed: Page] | [added: | Page | | |]
[removed: | [Report of Independent Registered Public Accounting Firm](#s65BEC02B47B15EA4837DB0AC09671FB9) | [51](#s65BEC02B47B15EA4837DB0AC09671FB9) |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]
[removed: | [Consolidated Financial Statements:](#s37AF525382415BDBB5EC3E5F4087D875) | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
| [Consolidated Balance Sheets at December 31, [removed: 2018] [added: 2019,] and [removed: 2017](#s0758148762205062841B7D7855D24EEE)] [added: 2018](#i9791cecbd855444cb53bf2de5456676d_103)] | [removed: [52](#s0758148762205062841B7D7855D24EEE)] | [added: | [51](#i9791cecbd855444cb53bf2de5456676d_103) | | |]
| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2018](#s63F8EBA5B85157B288440D3773FC2472)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_112)] | [removed: [53](#s63F8EBA5B85157B288440D3773FC2472)] | [added: | [52](#i9791cecbd855444cb53bf2de5456676d_112) | | |]
| [Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 2018](#s213FD8BA7AA75A9F839FD5DAC647EDCE)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_118)] | [removed: [54](#s213FD8BA7AA75A9F839FD5DAC647EDCE)] | [added: | [53](#i9791cecbd855444cb53bf2de5456676d_118) | | |]
| [Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, [removed: 2018](#s6EC82BCEEBE759A08B7890A507A7936A)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_130)] | [removed: [55](#s6EC82BCEEBE759A08B7890A507A7936A)] | [added: | [54](#i9791cecbd855444cb53bf2de5456676d_130) | | |]
| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2018](#s1BC67728A7005AE78CDDF6AAC31CDEFA)] [added: 201](#i9791cecbd855444cb53bf2de5456676d_136)[9](#i9791cecbd855444cb53bf2de5456676d_136)] | [removed: [56](#s1BC67728A7005AE78CDDF6AAC31CDEFA)] | [added: | [55](#i9791cecbd855444cb53bf2de5456676d_136) | | |]
[removed: | [Notes to Consolidated Financial Statements](#s01A88A2411A25677913C5266924E74B6) | [57](#s01A88A2411A25677913C5266924E74B6) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | [Report of Independent Registered Public Accounting Firm](#i9791cecbd855444cb53bf2de5456676d_94) | | | [49](#i9791cecbd855444cb53bf2de5456676d_94) | | |]
To the shareholders and the Board of Directors of [removed: Torchmark Corporation (McKinney, Texas)][added: Globe Life Inc.]
[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]
We have audited the accompanying consolidated balance sheets of [removed: Torchmark Corporation] [added: Globe Life Inc.] and subsidiaries [removed: (“Torchmark”)] [added: (Globe Life)] as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of [removed: Torchmark] [added: Globe Life] as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), [removed: Torchmark’s] [added: Globe Life's] internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 28, 2019,] [added: 26, 2020,] expressed an unqualified opinion on [removed: Torchmark’s] [added: Globe Life's] internal control over financial reporting.
[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]
These financial statements are the responsibility of [removed: Torchmark’s] [added: Globe Life's] management.
Our responsibility is to express an opinion on [removed: Torchmark’s] [added: Globe Life's] financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to [removed: Torchmark] [added: Globe Life] in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
[added: | 2016 | | | | | | 311,399 | | | | | |] February 28, 2019 [added: | | |]
We have served as [removed: Torchmark’s] [added: Globe Life's] auditor since 1999.
[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]
| | [removed: December 31,] | | [added: December 31,] | | | | | [added: | | | | | | | | | |]
| | [removed: 2018] | | | | [removed: 2017] | [added: 2019] | | [added: | | | | 2018 | | | | | | 2017 | | | | | | | | | | | | | | |]
| [removed: Assets:] [added: Assets:] | | | | | | | | [added: | | | | | | | | | |]
| Investments: | | | | | | | | [added: | | | | | | | | | |]
| Fixed maturities—available for sale, at fair value (amortized cost: [removed: 2018—$15,753,471; 2017—$14,995,101)] [added: 2019—$16,415,776; 2018—$15,753,471)] | [added: | |] $ | [removed: 16,297,932] [added: 18,907,147] | | | [added: | |] $ | [removed: 16,969,325] [added: 16,297,932] | | [added: | | | | | |]
| Policy loans | [added: | | 575,492 | | | | | |] 550,066 | | | | [removed: 529,529] | | | [added: | |]
| Other long-term investments (includes: [removed: 2018—$108,241; 2017—$0,] [added: 2019—$185,851; 2018—$108,241] under the fair value option) | [added: | | 326,347 | | | | | |] 207,258 | | | | [removed: 108,559] | | | [added: | |]
| Short-term investments | [added: | | 38,285 | | | | | |] 63,288 | | | | [removed: 127,071] | | | [added: | |]
| Total investments | [added: | | 19,847,271 | | | | | |] 17,118,544 | | | | [removed: 17,734,484] | | | [added: | |]
| Cash [added: at beginning of year] | [added: | |] 121,026 | | | | [added: | |] 118,563 | | | [added: | | | 76,163 | | | | | | | | | | | | | | |]
| Accrued investment income | [added: | | — | | | | | | — | | | | | | — | | | | | |] 243,003 | | | | [removed: 233,453] | | [added: —] | [added: | | | | | 243,003 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Other receivables | [added: | | 441,662 | | | | | |] 415,157 | | | | [removed: 391,775] | | | [added: | |]
| Deferred acquisition costs | [added: | | 4,341,941 | | | | | |] 4,137,925 | | | | [removed: 3,958,063] | | | [added: | |]
| Goodwill | [added: | |] 441,591 | | | | [added: | |] 441,591 | | | [added: | | | | | |]
| Other assets | [added: | | 583,933 | | | | | |] 549,899 | | | | [removed: 528,536] | | | [added: | |]
| Assets related to discontinued operations | [added: | | — | | | | | |] 68,577 | | | | [removed: 68,520] | | | [added: | |]
| Total assets | [added: | |] $ | [removed: 23,095,722] [added: 25,977,460] | | | [added: | |] $ | [removed: 23,474,985] [added: 23,095,722] | | [added: | | | | | |]
| [Consolidated Financial Statements:](#i9791cecbd855444cb53bf2de5456676d_100) | | | | | |
| [Notes to Consolidated Financial Statements](#i9791cecbd855444cb53bf2de5456676d_139) | | | [56](#i9791cecbd855444cb53bf2de5456676d_139) | | |
GL 2019 FORM 10-K
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Investments in Fixed Maturities Classified as Available for Sale — Significant Unobservable Inputs - Refer to Notes 1 and 4 to the Financial Statements
*Critical Audit Matter Descriptio*n
Investments in fixed maturities classified as available for sale are reported at fair value in the financial statements.
The investments without readily determinable market values are valued using significant unobservable inputs such as credit ratings and discount rates.
These inputs involve considerable judgment by management.
We identified investments in fixed maturities classified as available for sale without readily determinable market values as a critical audit matter because of the unobservable inputs used by management to estimate fair value.
GL 2019 FORM 10-K
Auditing these inputs required especially subjective judgment and required the involvement of our fair value specialists to fully evaluate them.
*How the Critical Audit Matter Was Addressed in the Audit*
Our audit procedures related to the unobservable inputs used by management to estimate the fair value of investments in fixed maturities classified as available for sale included the following, among others:
- We tested the effectiveness of controls over investments in fixed maturities classified as available for sale, including management’s controls over the determination of unobservable inputs and fair value.
- We tested the accuracy and completeness of underlying data used in the determination of the fair value (e.g., investments owned at the balance sheet date and relevant security attributes).
- With the assistance of our fair value specialists, we developed independent estimates of fair value for a selection of securities and compared our estimates to management’s estimates.
Future Policy Benefits and Amortization of Deferred Acquisition Costs — Certain Underlying Assumptions - Refer to Note 1 to the Financial Statements
*Critical Audit Matter Description*
The Company’s management sets assumptions in (1) recording a liability for policy benefit payments that will be made in the future (future policy benefits) and (2) determining amortization of deferred acquisition costs.
The most significant assumptions include mortality, morbidity, and persistency.
Assumptions are determined based upon published studies and analysis of Company specific experience, adjusted for changes in exposure and other relevant factors.
Given the inherent uncertainty of these significant assumptions, auditing the development of such assumptions involved especially subjective judgment.
*How the Critical Audit Matter Was Addressed in the Audit*
Our audit procedures related to management’s judgments regarding the assumptions used in the development of future policy benefits and the amortization of deferred acquisition costs included the following, among others:
- We tested the effectiveness of controls over the assumption development process and the valuation of future policy benefits.
- We tested the underlying data used in the development of the assumptions as well as in the determination of the liability for future policy benefits and the amortization of deferred acquisition costs.
- We evaluated management’s selected actuarial assumptions, including testing the accuracy and completeness of the supporting experience studies.
- With the assistance of our actuarial specialists, we evaluated management’s judgments regarding the assumptions used in the development of future policy benefits and the amortization of deferred acquisition costs.
- We evaluated whether the assumptions used were consistent with evidence obtained in other areas of the audit.
February 26, 2020
GL 2019 FORM 10-K
GLOBE LIFE INC.
| Cash | | | 75,933 | | | | | | 121,026 | | | | | | | | |
GL 2019 FORM 10-K
GLOBE LIFE INC.
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TMK 2018 FORM 10-K
TORCHMARK CORPORATION
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| Reclassification adjustment for (gains) losses on securities included in net income | (5,715 | | ) | | (34,954 | | ) | | 10,645 | | |
| Reclassification adjustment for amortization of (discount) premium | 3,957 | | | | (47 | | ) | | (4,185 | | ) |
| Unrealized holding gains (losses) arising during period | (5,155 | | ) | | 5,008 | | | | 2,503 | | |
| Reclassification adjustment for (gains) losses included in net income | — | | | | — | | | | (360 | | ) |
| Unrealized gains (losses) on other investments | (5,155 | | ) | | 5,008 | | | | 2,143 | | |
| Less applicable (taxes) benefits | (1,165 | | ) | | 188 | | | | 845 | | |
| Less applicable (taxes) benefits | 2,610 | | | | (2,937 | | ) | | (838 | | ) |
| Less applicable (taxes) benefits | (9,094 | | ) | | 6,827 | | | | 7,607 | | |
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| Balance at January 1, 2016 | $ | — | | | $ | 130,218 | | | $ | 482,284 | | | $ | 231,947 | | | $ | 3,614,369 | | | $ | (403,266 | ) | | $ | 4,055,552 | |
| Comprehensive income (loss) | — | | | | — | | | | — | | | | 345,627 | | | | 549,779 | | | | — | | | | 895,406 | | |
| Stock-based compensation | — | | | | — | | | | 19,659 | | | | — | | | | (2,224 | | ) | | 8,891 | | | | 26,326 | | |
| Exercise of stock options | — | | | | — | | | | — | | | | — | | | | (53,845 | | ) | | 115,174 | | | | 61,329 | | |
| (1) | In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which primarily revises the classification and measurement of certain equity investments such that they will be measured at fair value through net income. Additionally, the guidance eliminates the cost method for certain partnerships and joint ventures and requires these types of investments to be accounted for under the fair value through net income or equity method. This standard became effective for the Company on January 1, 2018. See further discussion in [Note 1—Significant Accounting Policies](#s736129EEC9AF5075B6D7016B70357206). |
| Acquisition of treasury stock | (421,749 | | ) | | (412,989 | | ) | | (404,784 | | ) |
| Cash at beginning of year | 118,563 | | | | 76,163 | | | | 61,383 | | |
These interests are considered to be VIEs.
Depreciation is calculated on the straight-line method.
The commercial mortgage loan participations and the limited partnerships are classified as level 3.
as Level 2 in the valuation hierarchy.
Therefore, Torchmark considers these declines in value resulting from changes in market interest rates to be temporary.
Each security, which is impaired because the fair value is less than the cost or amortized cost, is identified and evaluated.
security is written down to fair value and is treated as a realized loss in the period the determination is made.
The Company may perform a qualitative analysis under certain circumstances, or perform a two-step quantitative analysis.
If there are factors present indicating potential impairment, the Company would proceed to the two-step quantitative analysis.
In the two-step quantitative analysis, the Company utilizes two approaches, income and market, to determine the fair value of each reporting unit.
In the income approach, judgment and assumptions are used in developing the projected cash flows for the reporting units, and such estimates are subject to change.
The Company also exercises judgment in the determination of the discount rate as management believes this to be appropriate for the risk associated with the cash flow expectations.
In the market approach, the Company utilizes the share price and a control premium based on businesses with similar assets to determine a fair value.
In both cases, the fair value of each reporting unit is then measured against that reporting unit’s corresponding carrying value.
As of December 31, 2018, Torchmark was obligated under future commitments of $51 million, which are recorded in "Other liabilities".
An excerpt. Shown here: 40 of 1,158 rewritten, 40 of 874 added and 40 of 315 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2019 filing and the FY2018 filing.
Item 9A. Controls and Procedures
29 rewritten, 9 added, 4 removed, 17 unchanged
[removed: Evaluation] [added: *Evaluation] of Disclosure Controls and [removed: Procedures: Torchmark,] [added: Procedures*: Globe Life,] under the direction of the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, has established disclosure controls and procedures that are designed to ensure that information required to be disclosed by [removed: Torchmark] [added: Globe Life] in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to [removed: Torchmark’s] [added: Globe Life's] management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
As of the end of the fiscal year completed December 31, [removed: 2018,] [added: 2019,] an evaluation was performed under the supervision and with the participation of [removed: Torchmark] [added: Globe Life] management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, of [removed: Torchmark’s] [added: the] disclosure controls and procedures (as those terms are defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).
Based upon their evaluation, the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer have concluded that [removed: Torchmark's] disclosure controls and procedures are effective as of the date of this Form 10-K.
[removed: Management's] [added: *Management's] Annual Report on Internal Control over Financial [removed: Reporting:] [added: Reporting*:] Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.
Management evaluated the design and operating effectiveness of the Company's internal control over financial reporting based on the criteria established in [removed: Internal Control—Integrated] [added: *Internal Control*—*Integrated] Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.
Based upon their evaluation as of December 31, [removed: 2018,] [added: 2019,] the Co-Chairmen and Chief Executive Officers, and the Executive Vice President and Chief Financial Officer have concluded that [removed: Torchmark’s] [added: Globe Life's] internal control over financial reporting is effective as of the date of this Form 10-K.
[removed: Changes] [added: *Changes] in Internal Control over Financial [removed: Reporting:] [added: Reporting*:] As of the quarter ended December 31, [removed: 2018,] [added: 2019,] there have not been any changes in [removed: Torchmark’s] [added: Globe Life Inc.'s] internal control over financial reporting or in other factors that could significantly affect this control over financial reporting subsequent to the date of their evaluation which have materially affected, or are reasonably likely to materially affect, [removed: Torchmark’s] internal control over financial reporting.
[removed: [Refer] [added: Refer] to Deloitte & Touche [removed: LLP's](#sBEB5461868715DC3A969C4448A34E256),] [added: LLP's,] independent registered public accounting firm, attestation report on the Company's internal controls over financial reporting.
[removed: MANAGEMENT'S] [added: MANAGEMENT'S] REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]
Management at [removed: Torchmark Corporation] [added: Globe Life] is responsible for establishing and maintaining adequate internal control over financial reporting for the Company and for assessing the effectiveness of internal control on an annual basis.
As a framework for assessing internal control over financial reporting, the Company utilizes the criteria for effective internal control over financial reporting described in [removed: Internal Control—Integrated] [added: *Internal Control*—*Integrated] Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management evaluated the Company’s internal control over financial reporting, and based on its assessment, determined that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2018.][added: 2019.]
| /s/ Gary L. Coleman | | [added: | | | |]
| Gary L. Coleman Co-Chairman and Chief Executive Officer | | [added: | | | |]
| /s/ Larry M. Hutchison | | [added: | | | |]
| Larry M. Hutchison Co-Chairman and Chief Executive Officer | | [added: | | | |]
| /s/ Frank M. Svoboda | | [added: | | | |]
| Frank M. Svoboda Executive Vice President and Chief Financial Officer | | [added: | | | |]
[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]
To the shareholders and the Board of Directors of [removed: Torchmark Corporation (McKinney, Texas)][added: Globe Life Inc.]
[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]
We have audited the internal control over financial reporting of [removed: Torchmark Corporation] [added: Globe Life Inc.] and subsidiaries [removed: (“Torchmark”)] [added: (Globe Life)] as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, [removed: Torchmark] [added: Globe Life Inc.] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, [removed: 2018] [added: 2019] of [removed: Torchmark] [added: Globe Life Inc.] and our report dated February [removed: 28, 2019] [added: 26, 2020] expressed an unqualified opinion on those financial statements and financial statement schedules.
[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]
[removed: Torchmark’s] [added: Globe Life Inc.'s] management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on [removed: Torchmark’s] [added: Globe Life Inc.'s] internal control over financial reporting based on our audit.
[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]
GL 2019 FORM 10-K
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February 26, 2020
GL 2019 FORM 10-K
February 26, 2020
GL 2019 FORM 10-K
TMK 2018 FORM 10-K
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February 28, 2019
Item 9B. Other Information
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[removed: PART III][added: PART III]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Information required by this item is incorporated by reference from the sections entitled [removed: “Election] [added: “PROPOSAL NUMBER 1 - Election] of Directors,” [removed: “Profiles of Director Nominees,”] [added: “Director Nominee Profiles,” "Director Nominees Skills Matrix,"] “Executive Officers,” [removed: “Audit Committee Report,”] [added: “AUDIT COMMITTEE REPORT,”] “Governance Guidelines and Codes of Ethics,” [removed: “Director Qualification Standards,”] [added: “Qualifications of Directors,”] “Procedures for Director Nominations by Shareholders,” and [removed: “Section] [added: “DELINQUENT SECTION] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: REPORTS”] in the Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 25, 2019] [added: 30, 2020] (the Proxy Statement), which is to be filed with the Securities and Exchange Commission (SEC).
Item 11. EXECUTIVE COMPENSATION
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Information required by this item is incorporated by reference from the sections entitled “Compensation Discussion and Analysis”, [removed: “Compensation Committee Report”, “Summary Compensation Table”,] [added: “COMPENSATION COMMITTEE REPORT”, “SUMMARY COMPENSATION TABLE”,] "CEO [removed: Pay Ratio", “2018 Grants of Plan-based Awards”, “Outstanding Equity Awards at Fiscal Year End 2018”, “Option Exercises and Stock Vested during Fiscal Year Ended December] [added: PAY RATIO", “2019 GRANTS OF PLAN-BASED AWARDS”, “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019”, “OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER] 31, [removed: 2018”, “Pension Benefits at December] [added: 2019”, “PENSION BENEFITS AT DECEMBER] 31, [removed: 2018”, “Potential Payments upon Termination or Change in Control”, “2018 Director Compensation”, “Payments to Directors” and “Compensation Committee Interlocks] [added: 2019”, “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL”, “2019 DIRECTOR COMPENSATION”,] and [removed: Insider Participation”] [added: “PAYMENTS TO DIRECTORS”] in the Proxy Statement, which is to be filed with the SEC.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
7 rewritten, 6 added, 6 removed, 2 unchanged
[removed: | 1. | Equity] [added: 1.Equity] Compensation Plan Information as of December 31, [removed: 2018 |][added: 2019]
| [removed: Plan Category] [added: Plan Category] | | [removed: Number] [added: | | | | Number] of securities to be issued upon exercise of outstanding options, warrants, and rights [removed: (a)] [added: (a)] | | | [removed: Weighted-average] [added: | | | Weighted-average] exercise price of outstanding options, warrants, and rights [removed: (b)] [added: (b)] | | | | [removed: Number] [added: | | Number] of securities remaining available for future issuance under equity compensation plans (excluding securities in column [removed: (a)) (c)] [added: (a)) (c)] | | [added: |]
| Equity compensation plans [added: not] approved by security holders | | [removed: 7,203,765] | | | [removed: $] | [removed: 61.72] | | | [removed: 9,422,760] | | [added: | | | | | | | | | |]
| Equity compensation plans [removed: not] approved by security holders | | [removed: —] | | | [removed: —] | [added: 6,724,358] | | | [removed: —] | | [added: | $ | 70.07 | | | | | 7,167,718 | | |]
[removed: 2.Security] [added: 2.Security] ownership of certain beneficial [removed: owners:][added: owners:]
[removed: 3.Security] [added: 3.Security] ownership of [removed: management:][added: management:]
[removed: Torchmark] [added: Globe Life] knows of no arrangements, including any pledges by any person of its securities, the operation of which may at a subsequent date result in a change of control.
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| Total | | | | | | 6,724,358 | | | | | | $ | 70.07 | | | | | 7,167,718 | | |
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4.Changes in control:
GL 2019 FORM 10-K
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| Total | | 7,203,765 | | | $ | 61.72 | | | 9,422,760 | |
4.Changes in control:
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
0 rewritten, 0 added, 1 removed, 1 unchanged
TMK 2018 FORM 10-K
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
215 rewritten, 194 added, 42 removed, 30 unchanged
| | [removed: Page] [added: | | Page] of this [removed: report] [added: report] | [added: | |]
| Financial Statements: | | [added: | | | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#s65BEC02B47B15EA4837DB0AC09671FB9)] [added: Firm](#i9791cecbd855444cb53bf2de5456676d_94)] | [removed: [51](#s65BEC02B47B15EA4837DB0AC09671FB9)] | [added: | [49](#i9791cecbd855444cb53bf2de5456676d_94) | | |]
| [Consolidated Balance Sheets [removed: at December] [added: at](#i9791cecbd855444cb53bf2de5456676d_103) [December] 31, [removed: 2018 and 2017](#s0758148762205062841B7D7855D24EEE)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_103) [an](#i9791cecbd855444cb53bf2de5456676d_103)[d](#i9791cecbd855444cb53bf2de5456676d_103) [](#i9791cecbd855444cb53bf2de5456676d_103)[2018](#i9791cecbd855444cb53bf2de5456676d_103)] | [removed: [52](#s0758148762205062841B7D7855D24EEE)] | [added: | [51](#i9791cecbd855444cb53bf2de5456676d_103) | | |]
| [Consolidated Statements of Operations for each of the three years in the period [removed: ended December] [added: ended](#i9791cecbd855444cb53bf2de5456676d_112) [December] 31, [removed: 2018](#s63F8EBA5B85157B288440D3773FC2472)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_112)] | [removed: [53](#s63F8EBA5B85157B288440D3773FC2472)] | [added: | [52](#i9791cecbd855444cb53bf2de5456676d_112) | | |]
| [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended December] [added: ended](#i9791cecbd855444cb53bf2de5456676d_118) [December] 31, [removed: 2018](#s213FD8BA7AA75A9F839FD5DAC647EDCE)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_118)] | [removed: [54](#s213FD8BA7AA75A9F839FD5DAC647EDCE)] | [added: | [53](#i9791cecbd855444cb53bf2de5456676d_118) | | |]
| [Consolidated Statements of Shareholders’ Equity for each of the three years in the period [removed: ended December] [added: ended](#i9791cecbd855444cb53bf2de5456676d_130) [December] 31, [removed: 2018](#s6EC82BCEEBE759A08B7890A507A7936A)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_130)] | [removed: [55](#s6EC82BCEEBE759A08B7890A507A7936A)] | [added: | [54](#i9791cecbd855444cb53bf2de5456676d_130) | | |]
| [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended December] [added: ended](#i9791cecbd855444cb53bf2de5456676d_136) [December] 31, [removed: 2018](#s1BC67728A7005AE78CDDF6AAC31CDEFA)] [added: 2019](#i9791cecbd855444cb53bf2de5456676d_136)] | [removed: [56](#s1BC67728A7005AE78CDDF6AAC31CDEFA)] | [added: | [55](#i9791cecbd855444cb53bf2de5456676d_136) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s01A88A2411A25677913C5266924E74B6)] [added: Statements](#i9791cecbd855444cb53bf2de5456676d_139)] | [removed: [57](#s01A88A2411A25677913C5266924E74B6)] | [added: | [56](#i9791cecbd855444cb53bf2de5456676d_139) | | |]
| Schedules Supporting Financial Statements for each of the three years in the period ended December 31, [removed: 2018:] [added: 2019:] | | [added: | | | |]
| [II. Condensed Financial Information of Registrant (Parent [removed: Company)](#s9422872C40DE51858A59663B97575E9F)] [added: Company)](#i9791cecbd855444cb53bf2de5456676d_754)] | [removed: [125](#s9422872C40DE51858A59663B97575E9F)] | [added: | [123](#i9791cecbd855444cb53bf2de5456676d_754) | | |]
[removed: | [IV. Reinsurance (Consolidated)](#sB069950733FD5266A51AE5DB8EE088FD) | [129](#sB069950733FD5266A51AE5DB8EE088FD) |][added: REINSURANCE (CONSOLIDATED)]
| Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X. | | [added: | | | |]
[removed: EXHIBITS][added: EXHIBITS]
| 4.1 | | | [added: | | |] [Trust Indenture dated as of February 1, 1987 between Torchmark Corporation and Morgan Guaranty Trust Company of New York, as [removed: Trustee (incorporated by reference from Exhibit 4.1 to Form] [added: Trustee](http://www.sec.gov/Archives/edgar/data/320335/000032033518000006/tmk201710-kexhibit41.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2017)](http://www.sec.gov/Archives/edgar/data/320335/000032033518000006/tmk201710-kexhibit41.htm)] | | | [added: | | | February 27, 2018 | | | | | | 4.1 | | | | | | | | |]
| 4.2 | | | [removed: [Supplemental Indenture,] [added: | | | [Fourth Supplemental Indenture] dated as of [removed: December 14, 2001,] [added: September 24, 2012] between [removed: Torchmark, BankOne Trust Company, National Association] [added: Torchmark Corporation] and The Bank of New [removed: York,] [added: York Mellon Trust Company, N. A., as Trustee,] supplementing the Indenture [removed: Agreement] dated February 1, [removed: 1987 (incorporated herein by reference to Exhibit 4(b) to Torchmark’s Registration Statement on Form S-3 (File No. 33-11716), and defining the rights of the 6 1/4% Senior Notes (incorporated by reference from Exhibit 4.1 to Form] [added: 1987](http://www.sec.gov/Archives/edgar/data/320335/000119312512401321/d414974dex42.htm) | | | | | |] 8-K [removed: dated December 14, 2001)](http://www.sec.gov/Archives/edgar/data/320335/000093176301502459/dex41.txt)] | | | [added: | | | September 24, 2012 | | | | | | 4.2 | | | | | | | | |]
| [removed: 4.3] [added: 4.4] | | | [removed: [Third] [added: | | | [Second] Supplemental Indenture dated as of [removed: June 30, 2009] [added: April 5, 2016] between Torchmark Corporation and The Bank of New York Mellon Trust [removed: Company, N.A. (incorporated by reference from Exhibit 4 to Form 10-Q for] [added: Company of New York, N.A., as Trustee, supplementing] the [removed: quarter ended June 30, 2009)](http://www.sec.gov/Archives/edgar/data/320335/000119312509168413/dex4.htm)] [added: Junior Subordinated Indenture dated as of November 2, 2001](http://www.sec.gov/Archives/edgar/data/320335/000032033516000068/exhibit43452016.htm)] | | | [added: | | | 8-K | | | | | | April 5, 2016 | | | | | | 4.3 | | | | | | | | |]
| [removed: 4.4] [added: 4.7] | | | [removed: [Fourth] [added: | | | [First] Supplemental [removed: Indenture] [added: Indenture,] dated as of September [removed: 24, 2012] [added: 27, 2018,] between Torchmark Corporation and [removed: The Bank of New York Mellon Trust Company, N. A.,] [added: Regions Bank,] as [removed: Trustee, supplementing the Indenture dated February 1, 1987 (incorporated by reference from Exhibit 4.2 to Form] [added: Trustee](http://www.sec.gov/Archives/edgar/data/320335/000032033518000041/exhibit42firstsupplemental.htm) | | | | | |] 8-K [removed: dated] [added: | | | | | |] September [removed: 24, 2012)](http://www.sec.gov/Archives/edgar/data/320335/000119312512401321/d414974dex42.htm)] [added: 27, 2018] | | | [added: | | | 4.2 | | | | | | | | |]
| [removed: 4.5] [added: 4.3] | | | [added: | | |] [Junior Subordinated Indenture, dated November 2, 2001, between Torchmark Corporation and The Bank of New York defining the rights of the 7 3/4% Junior Subordinated [removed: Debentures (incorporated by reference from Exhibit 4.3 to Form] [added: Debentures](http://www.sec.gov/Archives/edgar/data/320335/000093176301501911/dex43.txt) | | | | | |] 8-K [removed: dated] [added: | | | | | |] November 2, [removed: 2001)](http://www.sec.gov/Archives/edgar/data/320335/000093176301501911/dex43.txt)] [added: 2001] | | | [added: | | | 4.3 | | | | | | | | |]
| [removed: 4.6] [added: 4.5] | | | [removed: [Second] [added: | | | [Third] Supplemental Indenture dated as of [removed: April 5, 2016] [added: November 17, 2017] between Torchmark Corporation and [removed: The Bank of New York Mellon Trust Company of New York, N.A.,] [added: Regions Bank,] as Trustee, supplementing the Junior Subordinated Indenture dated as of November 2, [removed: 2001 (incorporated by reference from Exhibit 4.3 to Form] [added: 2001](http://www.sec.gov/Archives/edgar/data/320335/000032033517000048/a3rdsupplementalindenture1.htm) | | | | | |] 8-K [removed: dated April 5, 2016)](http://www.sec.gov/Archives/edgar/data/320335/000032033516000068/exhibit43452016.htm)] | | | [added: | | | November 17, 2017 | | | | | | 4.4 | | | | | | | | |]
| [removed: 4.8] [added: 4.6] | | | [added: | | |] [Senior Indenture, dated as of September 24, 2018, between Torchmark Corporation and Regions Bank, as [removed: Trustee (incorporated by reference from Exhibit 4.1 to Torchmark's Registration Statement on Form] [added: Trustee](http://www.sec.gov/Archives/edgar/data/320335/000032033518000037/exhibit41torchmarkbaseinde.htm) | | | | | |] S-3 [removed: (File No. 333-227501) filed with the Securities and Exchange Commission on] [added: | | | | | |] September 24, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/320335/000032033518000037/exhibit41torchmarkbaseinde.htm)] [added: 2018] | | | [added: | | | 4.1 | | | | | | | | |]
| 10.1 | | | [added: | | |] [Torchmark Corporation Restated Deferred Compensation Plan for Directors, Advisory Directors, Directors Emeritus and Officers, as [removed: amended (incorporated by reference from Exhibit 10.1 to Form] [added: amended](http://www.sec.gov/Archives/edgar/data/320335/000032033518000006/tmk201710-kexhibit101.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000032033518000006/tmk201710-kexhibit101.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2017)*](http://www.sec.gov/Archives/edgar/data/320335/000032033518000006/tmk201710-kexhibit101.htm)] | | | [added: | | | February 27, 2018 | | | | | | 10.1 | | | | | | | | |]
| 10.2 | | | [added: | | |] [Amendment One to the Torchmark Corporation Restated Deferred Compensation Plan for Directors, Advisory Directors, Directors Emeritus and [removed: Officers (incorporated by reference from Exhibit 10.54 to Form] [added: Officers](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1054.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1054.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2008)*](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1054.htm)] | | | [added: | | | February 27, 2009 | | | | | | 10.54 | | | | | | | | |]
| 10.3 | | | [added: | | |] [Amendment Two to the Torchmark Corporation Restated Deferred Compensation [removed: Plan (incorporated by reference from Exhibit 10.55 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1055.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1055.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2008)*](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1055.htm)] | | | [added: | | | February 27, 2009 | | | | | | 10.55 | | | | | | | | |]
| 10.4 | | | [added: | | |] [Form of Retirement Life Insurance Benefit Agreement ($1,995,000 face amount [removed: limit) (incorporated by reference from Exhibit 10(z) to Form] [added: limit)](http://www.sec.gov/Archives/edgar/data/320335/000093176302000748/dex10z.txt)[*](http://www.sec.gov/Archives/edgar/data/320335/000093176302000748/dex10z.txt) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2001)*](http://www.sec.gov/Archives/edgar/data/320335/000093176302000748/dex10z.txt)] | | | [added: | | | March 22, 2002 | | | | | | 10.Z | | | | | | | | |]
| 10.5 | | | [added: | | |] [Form of Retirement Life Insurance Benefit Agreement ($495,000 face amount [removed: limit) (incorporated by reference from Exhibit 10(aa) to Form] [added: limit)](http://www.sec.gov/Archives/edgar/data/320335/000093176302000748/dex10aa.txt)[*](http://www.sec.gov/Archives/edgar/data/320335/000093176302000748/dex10aa.txt) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2001)*](http://www.sec.gov/Archives/edgar/data/320335/000093176302000748/dex10aa.txt)] | | | [added: | | | March 22, 2002 | | | | | | 10.AA | | | | | | | | |]
| 10.6 | | | [added: | | |] [Torchmark Corporation Supplemental Executive Retirement [removed: Plan (incorporated by reference from Exhibit 10.1 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312507012883/dex101.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312507012883/dex101.htm) | | | | | |] 8-K [removed: dated] [added: | | | | | |] January 25, [removed: 2007)*](http://www.sec.gov/Archives/edgar/data/320335/000119312507012883/dex101.htm)] [added: 2007] | | | [added: | | | 10.1 | | | | | | | | |]
| 10.7 | | | [added: | | |] [Amendment No. 1 to the Torchmark Corporation Supplemental Executive Retirement [removed: Plan (incorporated by reference from Exhibit 10.53 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1053.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1053.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2007)*](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1053.htm)] | | | [added: | | | February 29, 2008 | | | | | | 10.53 | | | | | | | | |]
| 10.8 | | | [added: | | |] [Amendment No. 2 to the Torchmark Corporation Supplemental Executive Retirement [removed: Plan (incorporated by reference from Exhibit 10.54 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1054.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1054.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2007)*](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1054.htm)] | | | [added: | | | February 29, 2008 | | | | | | 10.54 | | | | | | | | |]
| 10.9 | | | [added: | | |] [Amendment Three to the Torchmark Corporation Supplemental Executive Retirement [removed: Plan (incorporated by reference from Exhibit 10.53 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1053.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1053.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2008)*](http://www.sec.gov/Archives/edgar/data/320335/000119312509040782/dex1053.htm)] | | | [added: | | | February 27, 2009 | | | | | | 10.53 | | | | | | | | |]
| [removed: 10.10] [added: 10.11] | | | [added: | | |] [Amendment Five to the Torchmark Corporation Supplemental Executive Retirement [removed: Plan (incorporated by reference to Exhibit 10.1 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000032033515000007/exhibit101.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000032033515000007/exhibit101.htm) | | | | | |] 8-K [removed: dated] [added: | | | | | |] May 5, [removed: 2015)*](http://www.sec.gov/Archives/edgar/data/320335/000032033515000007/exhibit101.htm)] [added: 2015] | | | [added: | | | 10.1 | | | | | | | | |]
| [removed: 10.11] [added: 10.12] | | | [added: | | |] [Amendment Six to the Torchmark Corporation Supplemental Executive Retirement [removed: Plan*](https://www.sec.gov/Archives/edgar/data/320335/000032033519000006/tmk201810-kexhibit1011.htm)] [added: Plan*](http://www.sec.gov/Archives/edgar/data/320335/000032033519000006/tmk201810-kexhibit1011.htm)] | | | [added: | | | 10-K | | | | | | March 1, 2019 | | | | | | 10.11 | | | | | | | | |]
| [removed: 10.12] [added: 10.13] | | | [added: | | |] [Torchmark Corporation Non-Employee Director Compensation Plan, as amended and [removed: restated (incorporated by reference from Exhibit 10.1 to Form] [added: restated](http://www.sec.gov/Archives/edgar/data/320335/000119312508094937/dex101.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312508094937/dex101.htm) | | | | | |] 8-K [removed: dated] [added: | | | | | |] April 29, [removed: 2008)*](http://www.sec.gov/Archives/edgar/data/320335/000119312508094937/dex101.htm)] [added: 2008] | | | [added: | | | 10.1 | | | | | | | | |]
| [removed: 10.13] [added: 10.14] | | | [added: | | |] [Form of Restricted Stock [added: Unit] Award Notice under Torchmark Corporation Non-Employee Director Compensation [removed: Plan (incorporated by reference from Exhibit 10.57 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1058.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1058.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2007)*](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1057.htm)] | | | [added: | | | February 29, 2008 | | | | | | 10.58 | | | | | | | | |]
| [removed: 10.14] [added: 10.29] | | | [added: | | |] [Form of Restricted Stock Unit Award Notice under Torchmark Corporation [added: 2011] Non-Employee Director Compensation [removed: Plan (incorporated by reference from Exhibit 10.58 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312511049737/dex1059.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312511049737/dex1059.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2007)*](http://www.sec.gov/Archives/edgar/data/320335/000119312508043419/dex1058.htm)] | | | [added: | | | February 28, 2011 | | | | | | 10.59 | | | | | | | | |]
| 10.15 | | | [added: | | |] [Receivables Purchase Agreement dated as of December 31, 2008 among AILIC Receivables Corporation, American Income Life Insurance Company and TMK Re, [removed: Ltd. (incorporated by reference from Exhibit 10.1 to Form] [added: Ltd.](http://www.sec.gov/Archives/edgar/data/320335/000119312509001571/dex101.htm) | | | | | |] 8-K [removed: dated] [added: | | | | | |] January 6, [removed: 2009)](http://www.sec.gov/Archives/edgar/data/320335/000119312509001571/dex101.htm)] [added: 2009] | | | [added: | | | 10.1 | | | | | | | | |]
| 10.16 | | | [added: | | |] [Amendment No.1 to Receivables Purchase Agreement dated as of December 31, 2008 among AILIC Receivables Corporation, American Income Life Insurance Company, and TMK Re, [removed: Ltd. (incorporated by reference to Exhibit 10.58 to Form] [added: Ltd.](http://www.sec.gov/Archives/edgar/data/320335/000119312514076801/d622095dex1058.htm) | | | | | |] 10-K [removed: for the fiscal year ended December 31, 2013)](http://www.sec.gov/Archives/edgar/data/320335/000119312514076801/d622095dex1058.htm)] | | | [added: | | | February 28, 2014 | | | | | | 10.58 | | | | | | | | |]
| 10.17 | | | [added: | | |] [Amendment No.2 to Receivables Purchase Agreement dated as of December 31, 2008 among AILIC Receivables Corporation, American Income Life Insurance Company, and TMK Re, [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/320335/000032033519000006/tmk201810-kexhibit1017.htm)] [added: Ltd.](http://www.sec.gov/Archives/edgar/data/320335/000032033519000006/tmk201810-kexhibit1017.htm)] | | | [added: | | | 10-K | | | | | | March 1, 2019 | | | | | | 10.17 | | | | | | | | |]
| 10.18 | | | [added: | | |] [Torchmark Corporation 2011 Incentive [removed: Plan (incorporated by reference from Exhibit 10.1 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312511125948/dex101.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312511125948/dex101.htm) | | | | | |] 8-K [removed: dated] [added: | | | | | |] May 4, [removed: 2011)*](http://www.sec.gov/Archives/edgar/data/320335/000119312511125948/dex101.htm)] [added: 2011] | | | [added: | | | 10.1 | | | | | | | | |]
| 10.19 | | | [added: | | |] [First Amendment to Torchmark Corporation 2011 Incentive [removed: Plan (incorporated by reference from Exhibit 10.1 to Form] [added: Plan](http://www.sec.gov/Archives/edgar/data/320335/000119312514167194/d717090dex101.htm)[*](http://www.sec.gov/Archives/edgar/data/320335/000119312514167194/d717090dex101.htm) | | | | | |] 8-K [removed: dated] [added: | | | | | |] April 29, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/320335/000119312514167194/d717090dex101.htm)] [added: 2014] | | | [added: | | | 10.1 | | | | | | | | |]
| Globe Life Inc. and Subsidiaries: | | | | | |
| [IV. Reinsurance (Consolidated)](#i9791cecbd855444cb53bf2de5456676d_757) | | | [127](#i9791cecbd855444cb53bf2de5456676d_757) | | |
GL 2019 FORM 10-K
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| Exhibit No. | | | | | | Description | | | | | | Form | | | | | | Filing Date | | | | | | Related Exhibit | | | | | | Page of this Report | | |
| 3.1 | | | | | | [Restated Certificate of Incorporation of Globe Life Inc.](http://www.sec.gov/Archives/edgar/data/320335/000032033519000033/a32restatedcertificateof.htm) | | | | | | 8-K | | | | | | August 8, 2019 | | | | | | 3.2 | | | | | | | | |
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| 3.2 | | | | | | [Amended and Restated By-Laws of Globe Life Inc., as amended August 8, 2019](http://www.sec.gov/Archives/edgar/data/320335/000032033519000033/a33amendedandrestatedbyl.htm) | | | | | | 8-K | | | | | | August 8, 2019 | | | | | | 3.3 | | | | | | | | |
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| 10.10 | | | | | | [Amendment Four to the Torchmark Corporation Supplemental Executive Retirement Plan*](https://www.sec.gov/Archives/edgar/data/320335/000032033520000008/gli201910-kexhibit1010.htm) | | | | | | 10-K | | | | | | February 27, 2020 | | | | | | 10.10 | | | | | | | | |
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GL 2019 FORM 10-K
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| Exhibit No. | | | | | | Description | | | | | | Form | | | | | | Filing Date | | | | | | Related Exhibit | | | | | | Page of this Report | | |
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| Torchmark Corporation and Subsidiaries: | |
TMK 2018 FORM 10-K
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| | | | | | Page of this Report |
| 3.1 | | | [Restated Certificate of Incorporation of Torchmark Corporation, filed with the Delaware Secretary of State on April 30, 2010 (incorporated by reference from Exhibit 3.1.2 to Form 8-K dated May 5, 2010)](http://www.sec.gov/Archives/edgar/data/320335/000119312510109077/dex311.htm) | | |
| 3.2 | | | [Amended and Restated By-Laws of Torchmark Corporation, as amended April 20, 2012 (incorporated by reference from Exhibit 3.2 to Form 8-K dated April 24, 2012)](http://www.sec.gov/Archives/edgar/data/320335/000119312512178870/d339316dex32.htm) | | |
| 4.7 | | | [Third Supplemental Indenture dated as of November 17, 2017 between Torchmark Corporation and Regions Bank, as Trustee, supplementing the Junior Subordinated Indenture dated as of November 2, 2001 (incorporated by reference from Exhibit 4.4 to Form 8-K dated November 17, 2017)](http://www.sec.gov/Archives/edgar/data/320335/000032033517000048/a3rdsupplementalindenture1.htm) | | |
| 4.9 | | | [First Supplemental Indenture, dated as of September 27, 2018, between Torchmark Corporation and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.2 to Form 8-K dated September 27, 2018)](http://www.sec.gov/Archives/edgar/data/320335/000032033518000041/exhibit42firstsupplemental.htm) | | |
| 10.32 | | | [Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2011 Non-Employee Director Compensation Plan (incorporated by reference from Exhibit 10.59 to Form 10-K for fiscal year ended December 31, 2010)*](http://www.sec.gov/Archives/edgar/data/320335/000119312511049737/dex1059.htm) | | |
| 10.38 | | | [Form of Ten Year Stock Option under Torchmark Corporation 2018 Incentive Plan (incorporated by reference from Exhibit 10.6 to Form 8-K dated May 2, 2018)*](http://www.sec.gov/Archives/edgar/data/320335/000032033518000014/ex1062018formoftenyearopti.htm) | | |
| 10.40 | | | [Form of Stock Option under Torchmark Corporation 2018 Non-Employee Director Compensation Plan (incorporated by reference from Exhibit 10.8 to Form 8-K dated May 2, 2018)*](http://www.sec.gov/Archives/edgar/data/320335/000032033518000014/ex1082018formofstockoption.htm) | | |
| 10.42 | | | [Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2018 Non-Employee Director Compensation Plan (incorporated by reference from Exhibit 10.10 to Form 8-K dated May 2, 2018)*](http://www.sec.gov/Archives/edgar/data/320335/000032033518000014/ex10102018formofrsu.htm) | | |
| 10.46 | | | [The Torchmark Corporation Savings and Investment Plan and Adoption Agreement effective as of December 1, 2017 (adopting the Great-West Trust Company Defined Contribution Prototype Plan and Trust)*](https://www.sec.gov/Archives/edgar/data/320335/000032033519000006/tmk201810kexhibit1046.htm) | | |
| 10.47 | | | [Payments to Directors (incorporated by reference from Exhibit 10.23 to Form 10-K for the fiscal year ended December 31, 2016)*](http://www.sec.gov/Archives/edgar/data/320335/000032033517000010/tmk201610-kexhibit1023.htm) | | |
| 21 | | | Subsidiaries of the registrant | | [124](#s754505143A8959E8AFCFF5D7C0D0B2EA) |
| 101 | | | Interactive Data File | | |
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| Family Heritage Life Insurance Company of America | | Ohio | | Family Heritage Life Insurance Company of America |
TORCHMARK CORPORATION
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REINSURANCE (CONSOLIDATED)
| Life insurance in force | $ | 174,314,897 | | | $ | 725,867 | | | $ | 3,352,113 | | | $ | 176,941,143 | | | 1.9 |
| Life insurance | $ | 2,152,698 | | | $ | 4,507 | | | $ | 22,915 | | | $ | 2,171,106 | | | 1.1 |
| Health insurance | 951,137 | | | | 3,474 | | | | — | | | | 947,663 | | | | — |
| Total premium | $ | 3,103,835 | | | $ | 7,981 | | | $ | 22,915 | | | $ | 3,118,769 | | | 0.7 |
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| | TORCHMARK CORPORATION | | |
| By: | /s/ CHERYL D. ALSTON * | | By: | /s/ LAMAR C. SMITH * |
| | Cheryl D. Alston | | | Lamar C. Smith |
| By: | /s/ DAVID L. BOREN * | | By: | /s/ MARY E. THIGPEN * |
| | David L. Boren | | | Mary E. Thigpen |
An excerpt. Shown here: 40 of 215 rewritten, 40 of 194 added and 40 of 42 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2019 filing and the FY2018 filing.