Globe Life 10-Q 2022-09-30

Filed 2022-11-08. 7 sections, 324K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended September 30, 2022

or

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

For the transition period from _____ to ________

Commission File Number: 001-08052

GLOBE LIFE INC.

(Exact name of registrant as specified in its charter)

Delaware63-0780404
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

3700 South Stonebridge Drive, McKinney, Texas 75070

(Address of principal executive offices) (Zip Code)

(972) 569-4000

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par value per shareGLNew York Stock Exchange
4.250% Junior Subordinated DebenturesGL PRDNew York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

ClassOutstanding at October 31, 2022
Common Stock, $1.00 Par Value97,270,229

Q3 2022 FORM 10-Q

Globe Life Inc.

Table of Contents

Page
PART I**. FINANCIAL INFORMATION**
Item 1.Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets1
Condensed Consolidated Statements of Operations2
Condensed Consolidated Statements of Comprehensive Income (Loss)3
Condensed Consolidated Statements of Shareholders' Equity4
Condensed Consolidated Statements of Cash Flows6
Notes to Condensed Consolidated Financial Statements7
Note 1—Significant Accounting Policies7
Note 2—New Accounting Standards8
Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income10
Note 4—Investments11
Note 5—Commitments and Contingencies23
Note 6—Liability for Unpaid Claims24
Note 7—Postretirement Benefits25
Note 8—Earnings Per Share27
Note 9—Debt28
Note 10—Business Segments29
Cautionary Statements36
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations37
Item 3.Quantitative and Qualitative Disclosures About Market Risk69
Item 4.Controls and Procedures69
PART II**. OTHER INFORMATION**
Item 1.Legal Proceedings69
Item 1A.Risk Factors70
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds70
Item 6.Exhibits71
Signatures72

As used in this Form 10-Q, “Globe Life,” the “Company,” “we,” “our” and “us” refer to Globe Life Inc., a Delaware corporation incorporated in 1979, its subsidiaries and affiliates.

Q3 2022 FORM 10-Q

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Globe Life Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollar amounts in thousands, except per share data)

September 30, 2022December 31, 2021
Assets:
Investments:
Fixed maturities—available for sale, at fair value (amortized cost: 2022—$18,173,471; 2021—$17,805,309, allowance for credit losses: 2022— $0; 2021— $387)$16,005,140$21,305,287
Policy loans605,426589,634
Other long-term investments (includes: 2022—$748,219; 2021—$640,263 under the fair value option)907,390793,925
Short-term investments85,77369,145
Total investments17,603,72922,757,991
Cash85,58692,163
Accrued investment income269,212251,307
Other receivables475,363487,443
Deferred acquisition costs5,162,1724,914,728
Goodwill481,791481,791
Other assets760,935782,625
Total assets$24,838,788$29,768,048
Liabilities:
Future policy benefits$16,556,827$16,034,727
Unearned and advance premium64,22365,472
Policy claims and other benefits payable417,739412,940
Other policyholders' funds103,16198,935
Total policy liabilities17,141,95016,612,074
Current and deferred income taxes568,2821,765,021
Short-term debt434,737479,644
Long-term debt (estimated fair value: 2022—$1,445,523; 2021—$1,667,009)1,627,5471,546,494
Other liabilities704,674722,009
Total liabilities20,477,19021,125,242
Commitments and Contingencies (Note 5)
Shareholders' equity:
Preferred stock, par value $1 per share—5,000,000 shares authorized; outstanding: 0 in 2022 and 2021——
Common stock, par value $1 per share—320,000,000 shares authorized; outstanding: (2022—109,218,183 issued; 2021—109,218,183 issued)109,218109,218
Additional paid-in-capital540,636520,564
Accumulated other comprehensive income (loss)(1,811,549)2,677,583
Retained earnings6,633,3696,182,100
Treasury stock, at cost: (2022—12,225,433 shares; 2021—9,650,845 shares)(1,110,076)(846,659)
Total shareholders' equity4,361,5988,642,806
Total liabilities and shareholders' equity$24,838,788$29,768,048

See accompanying Notes to Condensed Consolidated Financial Statements.

GL Q3 2022 FORM 10-Q

Globe Life Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollar amounts in thousands, except per share data)

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Revenue:
Life premium$755,115$728,924$2,269,641$2,165,213
Health premium319,289299,143955,478888,902
Other premium1—11
Total premium1,074,4051,028,0673,225,1203,054,116
Net investment income245,625238,975733,101713,103
Realized gains (losses)(29,155)10,475(66,845)47,286
Other income3983218611,004
Total revenue1,291,2731,277,8383,892,2373,815,509
Benefits and expenses:
Life policyholder benefits494,627516,1961,555,0041,532,298
Health policyholder benefits198,415187,906592,488564,589
Other policyholder benefits6,9867,30321,11021,848
Total policyholder benefits700,028711,4052,168,6022,118,735
Amortization of deferred acquisition costs156,129151,593469,718452,607
Commissions, premium taxes, and non-deferred acquisition costs93,02882,774277,436244,752
Other operating expense88,14080,385262,150240,750
Interest expense23,96520,88665,73763,833
Total benefits and expenses1,061,2901,047,0433,243,6433,120,677
Income before income taxes229,983230,795648,594694,832
Income tax benefit (expense)(43,204)(41,924)(120,450)(127,826)
Net income$186,779$188,871$528,144$567,006
Basic net income per common share$1.92$1.86$5.38$5.53

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

The following discussion should be read in conjunction with Globe Life's Condensed Consolidated Financial Statements and Notes thereto appearing elsewhere in this report. The following management discussion will only include comparison to prior year.

"Globe Life" and the "Company" refer to Globe Life Inc. and its subsidiaries and affiliates.

Results of Operations

gl-20220930_g1.jpgHow Globe Life Views Its 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, 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.
gl-20220930_g2.jpgInsurance Product Line Segments. The insurance product line segments involve the marketing, underwriting, and administration of policies. Each product line is further segmented by the various distribution channels that market the insurance policies. Each distribution 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 channels within the segment, the measure of profitability used by management is the underwriting margin, as seen below:
Premium revenue (Policy obligations) (Policy acquisition costs and commissions) Underwriting margin
gl-20220930_g3.jpgInvestment 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, as seen below:
Net investment income (Required interest on net policy liabilities) (Financing costs) Excess investment income

GL Q3 2022 FORM 10-Q

GLOBE LIFE INC.

Management's Discussion & Analysis

Long-Duration Targeted Improvements. As discussed in further detail within Note 2—New Accounting Standards**, the Company will adopt ASU 2018-12, Financial Services–Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI), effective on January 1, 2023. The Company has selected the modified retrospective transition method upon adoption as of the transition date (the “Transition Date”) of January 1, 2021. The accounting adoption will have no economic impact on the cash flows of our business nor influence our business model of providing basic protection-oriented products to the underserved and lower middle to middle-income market. In addition, it will not impact our statutory earnings, statutory capital, nor our capital management philosophies.

The adoption will, however, modify the timing of when profits emerge on our insurance policies and result in the restatement of 2021 and 2022 key figures in the consolidated financial statements. We are anticipating GAAP net income and net operating income to increase significantly under the new standard primarily due to a reduction in DAC amortization in the near to intermediate term. Additionally, future policy benefits on our life insurance business for 2021 and 2022, as restated to reflect the new standard, are expected to be lower than originally reported reflecting the treatment of adverse claims experience incurred in 2021 and 2022, which gets spread out over future periods from transition, including those relating to COVID-19. The expected decrease in future policy benefits related to this item in 2021 is expected to be between $160 million and $200 million, and the impact on 2022 has not yet been quantified. This will result in slightly higher future policy benefits, as a percentage of premium, in future years than what would have been expected under existing guidance. Finally, we expect some modest decreases to future policy benefits, as a percentage of premium, in our health business on some of our limited benefit plans under the new standard.

With respect to future policy benefits, we anticipate an increase of between $9.5 billion and $11.0 billion on the Transition Date, which will be reflected in other comprehensive income. This change reflects an unrealized interest rate loss at transition and is a result of several primary factors:

a.Life insurance future policy benefit cash flows tend to be long as death benefits, which are greater than premium amounts, are typically paid to beneficiaries many years after a policy is issued. This results in a generally longer overall liability duration than the overall asset duration.

b.The new methodology requires the use of current discount rates (upper-medium grade) rather than locked-in discount rates, which are determined when a policy is issued. Current discount rates are generally lower than the locked-in discount rates used to determine net income. The required current discount rate is inconsistent with historical practices, the current asset portfolio and current investment strategy.

c.The methodology requires the net premium ratio3 used to determine future policy benefits be based on locked-in rates rather than permitting the redetermination of the net premium ratio using current discount rates. This restricts the level of gross premiums allowed in the calculation, as well as the level of gross premiums available to offset the impact of current discount rates to the extent these rates are realized in future years. Because of this requirement, the change in future policy benefits results in a measure of unrealized gain (loss) due to differences in discount rates only.

For Globe Life, discount rates lower than the locked-in discount rate under LDTI have the effect of increasing the level of reserves carried due to the use of net premiums in the calculation as compared to current GAAP, which in the loss recognition test, uses the total gross premium. Once implemented, future policy benefits will be sensitive to changes in current discount rates for the reasons stated above. To demonstrate this sensitivity to discount rates, to the extent current discount rates were consistent with rates as of September 30, 2022, we estimate future policy benefits as of the Transition Date would have only increased between $1.2 billion and $2.0 billion. For every 50 basis-point movement in the average discount rate, we estimate the impact on future policy benefits is $1.5 billion to $2.5 billion.

With respect to shareholders’ equity, as of the end of 2020, reported shareholders’ equity on the Consolidated Balance Sheets was $8.8 billion. We anticipate a decrease in the range of $7.5 billion to $8.5 billion, net of tax, as a result of the requirement to use current discount rates to remeasure the future policy benefits and record the offset through AOCI at adoption.

3 The net premium ratio is the ratio between the present value of benefits and the present value of gross premium.

GL Q3 2022 FORM 10-Q

GLOBE LIFE INC.

Management's Discussion & Analysis

If we hold all else equal as of the Transition Date but use current discount rates as of S

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no quantitative or qualitative changes with respect to market risk exposure during the nine months ended September 30, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: Globe Life, under the direction of the Co-Chairmen and Chief Executive Officers and the Senior 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 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 Globe Life's management, including the Co-Chairmen and Chief Executive Officers and the Senior Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

As of the end of the fiscal period completed September 30, 2022, an evaluation was performed under the supervision and with the participation of Globe Life management, including the Co-Chairmen and Chief Executive Officers and the Senior Executive Vice President and Chief Financial Officer, of 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 Senior Executive Vice President and Chief Financial Officer have concluded that disclosure controls and procedures are effective as of the date of this Form 10-Q. In compliance with Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. § 1350), each of these officers executed a Certification included as an exhibit to this Form 10-Q.

Changes in Internal Control over Financial Reporting: As of the period ended September 30, 2022, there have not been any changes in 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, internal control over financial reporting.

Part II—Other Information

Item 1. Legal Proceedings

Discussion regarding litigation and unclaimed property audits is provided in Note 5—Commitments and Contingencies.

GL Q3 2022 FORM 10-Q

Item 1A. Risk Factors

The Company had no material changes to its risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Certain Equity Securities by the Issuer and Others for the Third Quarter of 2022

Period(a) Total Number of Shares Purchased(b) Average Price Paid Per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Number of Shares (or Approximate Dollar Amount) that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2022133,952$98.52133,952
August 1-31, 2022391,091100.04391,091
September 1-30, 2022196,952100.07196,952

On August 10, 2022, the Globe Life Board of Directors 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. The program has no defined expiration date or maximum shares to be repurchased.

GL Q3 2022 FORM 10-Q

Item 6. Exhibits

Exhibit No.Description
31.1Rule 13a-14(a)/15d-14(a) Certification by Gary L. Coleman
31.2Rule 13a-14(a)/15d-14(a) Certification by Larry M. Hutchison
31.3Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda
32.1Section 1350 Certification by Gary L. Coleman, Larry M. Hutchison, and Frank M. Svoboda
101.INSXBRL Instance Document- the instance document does not appear in the Interactive Data file because the XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

GL Q3 2022 FORM 10-Q

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GLOBE LIFE INC.
Date: November 8, 2022/s/ Gary L. Coleman
Gary L. Coleman
Co-Chairman and Chief Executive Officer
Date: November 8, 2022/s/ Larry M. Hutchison
Larry M. Hutchison
Co-Chairman and Chief Executive Officer
Date: November 8, 2022/s/ Frank M. Svoboda
Frank M. Svoboda
Senior Executive Vice President and Chief Financial Officer

GL Q3 2022 FORM 10-Q