Globe Life 10-Q 2023-06-30

Filed 2023-08-08. 8 sections, 472K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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 June 30, 2023

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 July 31, 2023
Common Stock, $1.00 Par Value94,819,680

GL Q2 2023 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 Flows5
Notes to Condensed Consolidated Financial Statements6
Note 1—Significant Accounting Policies6
Note 2—New Accounting Standards8
Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income12
Note 4—Investments14
Note 5—Commitments and Contingencies25
Note 6—Policy Liabilities26
Note 7—Deferred Acquisition Costs43
Note 8—Liability for Unpaid Claims46
Note 9—Postretirement Benefits47
Note 10—Earnings Per Share49
Note 11—Debt50
Note 12—Business Segments51
Cautionary Statements58
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations59
Item 3.Quantitative and Qualitative Disclosures About Market Risk89
Item 4.Controls and Procedures89
PART II**. OTHER INFORMATION**
Item 1.Legal Proceedings89
Item 1A.Risk Factors90
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds90
Item 5.Other Information90
Item 6.Exhibits91
Signatures92

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.

GL Q2 2023 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)

June 30, 2023December 31, 2022
Assets:
Investments:
Fixed maturities—available for sale, at fair value (amortized cost: 2023—$18,687,479; 2022—$18,301,692, allowance for credit losses: 2023— $72,508; 2022— $0)$17,033,450$16,503,365
Policy loans633,558614,866
Other long-term investments (includes: 2023—$759,157; 2022—$768,689 under the fair value option)1,010,136976,016
Short-term investments71,128114,121
Total investments18,748,27218,208,368
Cash75,01192,559
Accrued investment income267,776259,581
Other receivables601,787589,079
Deferred acquisition costs5,778,7325,535,697
Goodwill481,791481,791
Other assets754,589760,066
Total assets$26,707,958$25,927,141
Liabilities:
Future policy benefits at current discount rates: (at original rates: 2023—$16,598,663; 2022—$16,306,870)$18,746,514$18,040,042
Unearned and advance premium266,710253,140
Policy claims and other benefits payable510,929507,219
Other policyholders' funds187,873123,236
Total policy liabilities19,712,02618,923,637
Current and deferred income taxes404,480434,649
Short-term debt258,232449,103
Long-term debt (estimated fair value: 2023—$1,633,248; 2022—$1,440,277)1,798,1171,627,952
Other liabilities554,797542,223
Total liabilities22,727,65221,977,564
Commitments and Contingencies (Note 5)
Shareholders' equity:
Preferred stock, par value $1 per share—5,000,000 shares authorized; outstanding: 0 in 2023 and 2022——
Common stock, par value $1 per share—320,000,000 shares authorized; outstanding: (2023—105,218,183 issued; 2022—105,218,183 issued)105,218105,218
Additional paid-in-capital536,126529,661
Accumulated other comprehensive income (loss)(2,943,897)(2,790,313)
Retained earnings7,285,8096,894,535
Treasury stock, at cost: (2023—10,225,970 shares; 2022—8,478,288 shares)(1,002,950)(789,524)
Total shareholders' equity3,980,3063,949,577
Total liabilities and shareholders' equity$26,707,958$25,927,141

Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.

See accompanying Notes to Condensed Consolidated Financial Statements.

GL Q2 2023 FORM 10-Q

Globe Life Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollar amounts in thousands, except per share data)

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenue:
Life premium$781,733$756,892$1,554,330$1,506,020
Health premium329,187320,307651,680635,991
Other premium————
Total premium1,110,9201,077,1992,206,0102,142,011
Net investment income261,244244,712518,349489,606
Realized gains (losses)(45,843)(30,446)(76,770)(37,690)
Other income85299135463
Total revenue1,326,4061,291,7642,647,7242,594,390
Benefits and expenses:
Life policyholder benefits(1)512,664492,3641,020,641987,793
Health policyholder benefits(2)195,924190,075386,886379,093
Other policyholder benefits8,9228,99217,91018,694
Total policyholder benefits717,510691,4311,425,4371,385,580
Amortization of deferred acquisition costs94,08086,185186,402170,681
Commissions, premium taxes, and non-deferred acquisition costs138,459126,213276,256251,722
Other operating expense86,03389,658170,204174,010
Interest expense25,81821,82850,68541,772
Total benefits and expenses1,061,9001,015,3152,108,9842,023,765
Income before income taxes264,506276,449538,740570,625
Income tax benefit (expense)(49,246)(52,476)(99,870)(109,168)
Net income$215,260$223,973$438,870$461,457
Basic net income per common share$2.26$2.28$

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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.

The results included herein reflect the adoption of ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. Globe Life Inc. implemented the standard on January 1, 2023 using the modified retrospective transition method at adoption. As a result of this election, the prior year figures have been retrospectively adjusted as of January 1, 2021 with significant impacts to Shareholders' Equity, underwriting margins, and net operating income. While the impacts of the new accounting guidance is significant, we do not consider it a fundamental change to the overall business.

Additional information on the effects of the adoption has been included in Note 2—New Accounting Standards.

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

Results of Operations

icons2.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.
icons.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
icons3.jpgInvestment Segment. The investment segment involves the management of our capital resources, including investments and the management of liquidity. Our measure of profitability for the investment segment is excess investment income, as seen below:
Net investment income (Required interest on policy liabilities) Excess investment income

GL Q2 2023 FORM 10-Q

GLOBE LIFE INC.

Management's Discussion & Analysis

Current Highlights, comparing year-to-date 2023 with 2022.

  • Net income as a return on equity (ROE) for the six months ended June 30, 2023 was 22.4% and net operating income as an ROE, excluding accumulated other comprehensive income(1) was 14.6%.

  • Total premium increased 3% over the same period in the prior year. Life premium increased 3% for the period from $1.5 billion in 2022 to $1.6 billion in 2023.

  • Net investment income increased 6% over the same period in the prior year.

  • Total net sales increased 4% over the same period in the prior year from $366 million in 2022 to $379 million in 2023. The average producing agent count across all of the exclusive agencies increased 9% over the prior year.

  • Book value per share increased 26% over the same period in the prior year from $32.78 to $41.44. Book value per share, excluding accumulated other comprehensive income**(1)**, increased 10% over the prior year from $65.64 in 2022 to $72.09 in 2023.

  • For the six months ended June 30, 2023, the Company repurchased 2.0 million shares of Globe Life Inc. common stock at a total cost of $219 million for an average share price of $111.94.

  • The combined average agent count for the three exclusive agencies surpassed 15,000 for the first time.

The following graphs represent net income and net operating income for the six month periods ended June 30, 2023 and 2022.

999 1001

(1)As shown in the charts above, net operating income is the consolidated total of segment profits after tax and as such is considered a non-GAAP measure. It has been used consistently by Globe Life'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. Net income is the most directly comparable GAAP measure.

Net operating income as an ROE, excluding accumulated other comprehensive income (AOCI), is considered a non-GAAP measure. Management utilizes this measure to view the business without the effect of changes in AOCI, which are primarily attributable to fluctuation in interest rates. The impact of the adjustment to exclude AOCI, net of tax, is $(2.9) billion and $(3.2) billion for the six months ended June 30, 2023 and 2022, respectively.

Book value per share, excluding AOCI, is also considered a non-GAAP measure. Management utilizes this measure to view the book value of the business without the effect of changes in AOCI, which are primarily attributable to fluctuation in interest rates. The impact of the adjustment to exclude AOCI is $(30.65) and $(32.86) for the six months ended June 30, 2023 and 2022, respectively.

Refer to Analysis of Profitability by Segment for non-GAAP reconciliation to GAAP.

GL Q2 2023 FORM 10-Q

GLOBE LIFE INC.

Management's Discussion & Analysis

Summary of Operations. Net income declined 5% to $439 million during the six months ended June 30, 2023, compared with $461 million in the same period in 2022. This decrease was attributed to $61 million of after-tax realized losses on investments in the current period, as compared to $30 million of after tax realized losses on investments in the year-ago period. See further discussion under the caption Investments. On a diluted per common share basis, net income per common share for the six months ended June 30, 2023 declined 2% from $4.63 to $4.52.

Net operating income increased 1% to $500 million for the six months ended June 30, 2023, compared with $495 million for the same period in 2022, primarily due to a 22% increase in excess investment income as well as a 2% increase in health underwriting margin, offset by a 21% increase in interest on debt. On a diluted per common share basis, net operating income per common share for the six months ended June 30, 2023 increased from $4.97 to $5.15, a 4% increase. 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. We do not consider realized gains and losses to be a component of our core insurance ope

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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 six months ended June 30, 2023.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: Globe Life Inc., 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 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 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 June 30, 2023, 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 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 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: During the period ended June 30, 2023 there have not been any changes to Globe Life Inc.'s internal control over financial reporting, or in other factors that could significantly affect the internal 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 Q2 2023 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 Second Quarter of 2023

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
April 1-30, 2023209,309$108.40209,309
May 1-31, 2023445,587106.92445,587
June 1-30, 2023174,710106.78174,710

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.

Item 5. Other Information

(c) Trading arrangements

None

GL Q2 2023 FORM 10-Q

Item 6. Exhibits

Exhibit No.Description
31.1Rule 13a-14(a)/15d-14(a) Certification by J. Matthew Darden
31.2Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda
31.3Rule 13a-14(a)/15d-14(a) Certification by Thomas P. Kalmbach
32.1Section 1350 Certification by J. Matthew Darden, Frank M. Svoboda, and Thomas P. Kalmbach
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).

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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: August 8, 2023/s/ J. Matthew Darden
J. Matthew Darden
Co-Chairman and Chief Executive Officer
Date: August 8, 2023/s/ Frank M. Svoboda
Frank M. Svoboda
Co-Chairman and Chief Executive Officer
Date: August 8, 2023/s/ Thomas P. Kalmbach
Thomas P. Kalmbach
Executive Vice President and Chief Financial Officer

GL Q2 2023 FORM 10-Q