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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2020
☐
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:
000-55522
NATIONAL WESTERN LIFE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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47-3339380 |
(State or Other Jurisdiction of Incorporation) |
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(IRS Employer Identification No.) |
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10801 N. Mopac Expy Bldg 3 |
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Austin, |
Texas |
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78759 |
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(512) |
836-1010 |
(Address of Principal Executive Offices) (Zip Code) |
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(Telephone Number, including area code) |
Securities registered pursuant to Section 12 (b) of the
Act:
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Title of each class to be so registered: |
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Trading Symbol |
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Name of each exchange on which
each class is to be registered: |
Class A Common Stock, $0.01 par value |
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NWLI |
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The NASDAQ Stock Market LLC |
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 and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit
and post such files). : Yes ☒ No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth
company. See definition of "accelerated filer." "large
accelerated filer," and "emerging growth company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer ☒ Accelerated
filer ☐ Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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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 ☒
As of November 5, 2020, the number of shares of Registrant's
common stock outstanding was: Class A – 3,436,020
and Class B - 200,000.
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TABLE OF CONTENTS |
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Page |
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September 30, 2020 (Unaudited) and December 31,
2019
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For the Three Months Ended September 30, 2020 and 2019
(Unaudited)
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For the Nine Months Ended September 30, 2020 and 2019
(Unaudited)
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For the Three Months Ended September 30, 2020 and 2019
(Unaudited)
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For the Nine Months Ended September 30, 2020 and 2019
(Unaudited)
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For the Three Months Ended September 30, 2020 and 2019
(Unaudited)
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For the Nine Months Ended September 30, 2020 and 2019
(Unaudited)
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For the Nine Months Ended September 30, 2020 and 2019
(Unaudited)
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
ASSETS |
September 30,
2020 |
|
December 31,
2019 |
|
|
|
|
Investments: |
|
|
|
Debt securities held to maturity, at amortized cost, net of
allowance for credit losses ($5,086 and $0; fair value: $7,378,399
and $7,407,703)
|
$ |
6,822,053 |
|
|
7,106,245 |
|
Debt securities available for sale, at fair value (cost: $3,156,486
and $3,206,120)
|
3,410,656 |
|
|
3,356,945 |
|
Mortgage loans, net of allowance for credit losses ($2,357 and
$675)
|
302,715 |
|
|
272,422 |
|
Policy loans |
75,714 |
|
|
80,008 |
|
Derivatives, index options |
93,367 |
|
|
157,588 |
|
Equity securities, at fair value (cost: $15,157 and
$16,894)
|
18,610 |
|
|
23,594 |
|
Other long-term investments |
78,579 |
|
|
62,090 |
|
|
|
|
|
|
|
|
|
Total investments |
10,801,694 |
|
|
11,058,892 |
|
|
|
|
|
Cash and cash equivalents |
507,025 |
|
|
253,525 |
|
Deferred policy acquisition costs |
633,349 |
|
|
723,972 |
|
Deferred sales inducements |
86,104 |
|
|
104,359 |
|
Value of business acquired |
132,426 |
|
|
138,071 |
|
Accrued investment income |
93,330 |
|
|
93,298 |
|
Federal income tax receivable |
802 |
|
|
— |
|
|
|
|
|
Other assets |
166,256 |
|
|
181,330 |
|
|
|
|
|
Total assets |
$ |
12,420,986 |
|
|
12,553,447 |
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
September 30,
2020 |
|
December 31,
2019 |
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
Future policy benefits: |
|
|
|
Universal life and annuity contracts (Note 1) |
$ |
9,013,661 |
|
|
9,303,233 |
|
Traditional life reserves |
848,515 |
|
|
838,738 |
|
Other policyholder liabilities |
136,392 |
|
|
127,607 |
|
Deferred Federal income tax liability (Note 1) |
53,055 |
|
|
36,767 |
|
Federal income tax payable |
— |
|
|
3,748 |
|
Other liabilities |
154,133 |
|
|
126,924 |
|
|
|
|
|
Total liabilities |
10,205,756 |
|
|
10,437,017 |
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES (Note 8) |
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
Common stock: |
|
|
|
Class A - $0.01 par value; 7,500,000 shares authorized; 3,436,020
issued and outstanding in 2020 and 2019
|
34 |
|
|
34 |
|
Class B - $0.01 par value; 200,000 shares authorized, issued, and
outstanding in 2020 and 2019
|
2 |
|
|
2 |
|
Additional paid-in capital |
41,716 |
|
|
41,716 |
|
Accumulated other comprehensive income (loss) |
104,764 |
|
|
60,108 |
|
Retained earnings (Note 1) |
2,068,714 |
|
|
2,014,570 |
|
|
|
|
|
Total stockholders’ equity |
2,215,230 |
|
|
2,116,430 |
|
|
|
|
|
Total liabilities and stockholders' equity |
$ |
12,420,986 |
|
|
12,553,447 |
|
Note: The Condensed Consolidated Balance Sheet at
December 31, 2019 has been derived from the audited
Consolidated Financial Statements as of that date.
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
For the Three Months Ended September 30, 2020 and
2019
(Unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Premiums and other revenues: |
|
|
|
Universal life and annuity contract charges |
$ |
40,303 |
|
|
37,840 |
|
Traditional life premiums |
22,693 |
|
|
24,099 |
|
Net investment income (loss) |
129,679 |
|
|
108,456 |
|
Other revenues |
3,977 |
|
|
3,273 |
|
Net realized investment gains (losses): |
|
|
|
Total other-than-temporary impairment (“OTTI”) gains
(losses) |
1 |
|
|
(1,943) |
|
Portion of OTTI (gains) losses recognized in other comprehensive
income |
(1) |
|
|
(2) |
|
Net OTTI losses recognized in earnings |
— |
|
|
(1,945) |
|
Other net investment gains (losses) |
6,050 |
|
|
1,443 |
|
Total net realized investment gains (losses) |
6,050 |
|
|
(502) |
|
Total revenues |
202,702 |
|
|
173,166 |
|
|
|
|
|
Benefits and expenses: |
|
|
|
Life and other policy benefits |
26,940 |
|
|
39,918 |
|
Amortization of deferred policy acquisition costs and value of
business acquired |
50,800 |
|
|
22,998 |
|
Universal life and annuity contract interest |
85,879 |
|
|
59,445 |
|
Other operating expenses |
25,754 |
|
|
25,813 |
|
|
|
|
|
Total benefits and expenses |
189,373 |
|
|
148,174 |
|
|
|
|
|
Earnings before Federal income taxes |
13,329 |
|
|
24,992 |
|
|
|
|
|
Federal income taxes |
2,504 |
|
|
5,003 |
|
|
|
|
|
Net earnings |
$ |
10,825 |
|
|
19,989 |
|
|
|
|
|
Basic earnings per share: |
|
|
|
Class A |
$ |
3.06 |
|
|
$ |
5.65 |
|
Class B |
$ |
1.53 |
|
|
$ |
2.83 |
|
|
|
|
|
Diluted earnings per share: |
|
|
|
Class A |
$ |
3.06 |
|
|
$ |
5.65 |
|
Class B |
$ |
1.53 |
|
|
$ |
2.83 |
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
For the Nine Months Ended September 30, 2020 and
2019
(Unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Premiums and other revenues: |
|
|
|
Universal life and annuity contract charges |
$ |
112,478 |
|
|
112,703 |
|
Traditional life premiums |
68,956 |
|
|
65,492 |
|
Net investment income |
261,894 |
|
|
388,211 |
|
Other revenues |
15,217 |
|
|
13,652 |
|
Net realized investment gains (losses): |
|
|
|
Total other-than-temporary impairment (“OTTI”) gains
(losses) |
5 |
|
|
(7,840) |
|
Portion of OTTI (gains) losses recognized in other comprehensive
income |
(5) |
|
|
(7) |
|
Net OTTI losses recognized in earnings |
— |
|
|
(7,847) |
|
Other net investment gains (losses) |
12,660 |
|
|
11,549 |
|
Total net realized investment gains (losses) |
12,660 |
|
|
3,702 |
|
|
|
|
|
Total revenues |
471,205 |
|
|
583,760 |
|
|
|
|
|
Benefits and expenses: |
|
|
|
Life and other policy benefits |
94,005 |
|
|
101,764 |
|
Amortization of deferred policy acquisition costs and value of
business acquired |
111,937 |
|
|
86,573 |
|
Universal life and annuity contract interest |
119,625 |
|
|
200,500 |
|
Other operating expenses |
74,730 |
|
|
77,196 |
|
|
|
|
|
Total benefits and expenses |
400,297 |
|
|
466,033 |
|
|
|
|
|
Earnings before Federal income taxes |
70,908 |
|
|
117,727 |
|
|
|
|
|
Federal income taxes |
13,732 |
|
|
23,844 |
|
|
|
|
|
Net earnings |
$ |
57,176 |
|
|
93,883 |
|
|
|
|
|
Basic earnings per share: |
|
|
|
Class A |
$ |
16.17 |
|
|
$ |
26.55 |
|
Class B |
$ |
8.08 |
|
|
$ |
13.28 |
|
|
|
|
|
Diluted earnings per share: |
|
|
|
Class A |
$ |
16.17 |
|
|
$ |
26.55 |
|
Class B |
$ |
8.08 |
|
|
$ |
13.28 |
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
For the Three Months Ended September 30, 2020 and
2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Net earnings |
$ |
10,825 |
|
|
19,989 |
|
|
|
|
|
Other comprehensive income (loss), net of effects of deferred costs
and taxes: |
|
|
|
Unrealized gains (losses) on securities: |
|
|
|
Net unrealized holding gains (losses) arising during
period |
24,357 |
|
|
15,586 |
|
Net unrealized liquidity gains (losses) |
1 |
|
|
1 |
|
Reclassification adjustment for net amounts included in net
earnings |
(702) |
|
|
1,380 |
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on securities |
23,656 |
|
|
16,967 |
|
|
|
|
|
Foreign currency translation adjustments |
85 |
|
|
52 |
|
|
|
|
|
Benefit plans: |
|
|
|
Amortization of net prior service cost and net gain
(loss) |
(2,066) |
|
|
(504) |
|
|
|
|
|
Other comprehensive income (loss) |
21,675 |
|
|
16,515 |
|
|
|
|
|
Comprehensive income (loss) |
$ |
32,500 |
|
|
36,504 |
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
For the Nine Months Ended September 30, 2020 and
2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Net earnings |
$ |
57,176 |
|
|
93,883 |
|
|
|
|
|
Other comprehensive income, net of effects of deferred costs and
taxes: |
|
|
|
Unrealized gains (losses) on securities: |
|
|
|
Net unrealized holding gains (losses) arising during
period |
53,569 |
|
|
93,730 |
|
Net unrealized liquidity gains (losses) |
2 |
|
|
3 |
|
Reclassification adjustment for net amounts included in net
earnings |
(2,670) |
|
|
4,252 |
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on securities |
50,901 |
|
|
97,985 |
|
|
|
|
|
Foreign currency translation adjustments |
(46) |
|
|
519 |
|
|
|
|
|
Benefit plans: |
|
|
|
Amortization of net prior service cost and net gain
(loss) |
(6,199) |
|
|
(1,512) |
|
|
|
|
|
Other comprehensive income (loss) |
44,656 |
|
|
96,992 |
|
|
|
|
|
Comprehensive income (loss) |
$ |
101,832 |
|
|
190,875 |
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY
For the Three Months Ended September 30, 2020 and 2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Common stock: |
|
|
|
Balance at beginning of period |
$ |
36 |
|
|
36 |
|
Shares exercised under stock option plan |
— |
|
|
— |
|
|
|
|
|
Balance at end of period |
36 |
|
|
36 |
|
|
|
|
|
Additional paid-in capital: |
|
|
|
Balance at beginning of period |
41,716 |
|
|
41,716 |
|
Shares exercised under stock option plan |
— |
|
|
— |
|
|
|
|
|
Balance at end of period |
41,716 |
|
|
41,716 |
|
|
|
|
|
Accumulated other comprehensive income (loss): |
|
|
|
Unrealized gains (losses) on non-impaired securities: |
|
|
|
Balance at beginning of period |
97,909 |
|
|
50,730 |
|
Change in unrealized gains (losses) during period, net of
tax |
23,655 |
|
|
16,966 |
|
|
|
|
|
|
|
|
|
Balance at end of period |
121,564 |
|
|
67,696 |
|
|
|
|
|
Unrealized losses on impaired held to maturity
securities: |
|
|
|
Balance at beginning of period |
(3) |
|
|
(5) |
|
Cumulative effect of change in accounting principle |
— |
|
|
— |
|
Amortization |
1 |
|
|
2 |
|
Other-than-temporary impairments, non-credit, net of
tax |
— |
|
|
— |
|
Additional credit loss on previously impaired
securities |
— |
|
|
— |
|
Change in shadow deferred policy acquisition costs |
— |
|
|
(1) |
|
|
|
|
|
Balance at end of period |
(2) |
|
|
(4) |
|
|
|
|
|
Unrealized losses on impaired available for sale
securities: |
|
|
|
Balance at beginning of period |
(2) |
|
|
(2) |
|
Other-than-temporary impairments, non-credit, net of
tax |
— |
|
|
— |
|
Change in shadow deferred policy acquisition costs |
— |
|
|
— |
|
Recoveries, net of tax |
— |
|
|
— |
|
|
|
|
|
Balance at end of period |
(2) |
|
|
(2) |
|
|
|
|
|
|
Continued on Next Page |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (continued)
For the Three Months Ended September 30, 2020 and 2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Foreign currency translation adjustments: |
|
|
|
Balance at beginning of period |
4,970 |
|
|
5,044 |
|
Change in translation adjustments during period |
85 |
|
|
52 |
|
|
|
|
|
Balance at end of period |
5,055 |
|
|
5,096 |
|
|
|
|
|
Benefit plan liability adjustment: |
|
|
|
Balance at beginning of period |
(19,785) |
|
|
(12,305) |
|
Amortization of net prior service cost and net loss, net of
tax |
(2,066) |
|
|
(504) |
|
|
|
|
|
Balance at end of period |
(21,851) |
|
|
(12,809) |
|
|
|
|
|
Accumulated other comprehensive income (loss) at end of
period |
104,764 |
|
|
59,977 |
|
|
|
|
|
Retained earnings: |
|
|
|
Balance at beginning of period |
2,057,889 |
|
|
1,969,934 |
|
Cumulative effect of change in accounting principle, net of
tax |
— |
|
|
— |
|
Net earnings |
10,825 |
|
|
19,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
2,068,714 |
|
|
1,989,923 |
|
|
|
|
|
Total stockholders' equity |
$ |
2,215,230 |
|
|
2,091,652 |
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY
For the Nine Months Ended September 30, 2020 and 2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Common stock: |
|
|
|
Balance at beginning of period |
$ |
36 |
|
|
36 |
|
Shares exercised under stock option plan |
— |
|
|
— |
|
|
|
|
|
Balance at end of period |
36 |
|
|
36 |
|
|
|
|
|
Additional paid-in capital: |
|
|
|
Balance at beginning of period |
41,716 |
|
|
41,716 |
|
Shares exercised under stock option plan |
— |
|
|
— |
|
|
|
|
|
Balance at end of period
|
41,716 |
|
|
41,716 |
|
|
|
|
|
Accumulated other comprehensive income: |
|
|
|
Unrealized gains (losses) on non-impaired securities: |
|
|
|
Balance at beginning of period |
70,665 |
|
|
(30,286) |
|
Change in unrealized gains (losses) during period, net of
tax |
50,899 |
|
|
97,982 |
|
Cumulative effect of change in accounting principle, net of
tax |
— |
|
|
— |
|
|
|
|
|
Balance at end of period |
121,564 |
|
|
67,696 |
|
|
|
|
|
Unrealized losses on impaired held to maturity
securities: |
|
|
|
Balance at beginning of period |
(4) |
|
|
(7) |
|
|
|
|
|
Amortization |
4 |
|
|
6 |
|
Other-than-temporary impairments, non-credit, net of
tax |
— |
|
|
— |
|
Additional credit loss on previously impaired
securities |
— |
|
|
— |
|
Change in shadow deferred policy acquisition costs |
(2) |
|
|
(3) |
|
|
|
|
|
Balance at end of period |
(2) |
|
|
(4) |
|
|
|
|
|
Unrealized losses on impaired available for sale
securities: |
|
|
|
Balance at beginning of period |
(2) |
|
|
(2) |
|
Other-than-temporary impairments, non-credit, net of
tax |
— |
|
|
— |
|
Change in shadow deferred policy acquisition costs |
— |
|
|
— |
|
Recoveries, net of tax |
— |
|
|
— |
|
|
|
|
|
Balance at end of period |
(2) |
|
|
(2) |
|
|
|
|
|
|
Continued on Next Page |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (continued)
For the Nine Months Ended September 30, 2020 and 2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Foreign currency translation adjustments: |
|
|
|
Balance at beginning of period |
5,101 |
|
|
4,577 |
|
Change in translation adjustments during period |
(46) |
|
|
519 |
|
|
|
|
|
Balance at end of period |
5,055 |
|
|
5,096 |
|
|
|
|
|
Benefit plan liability adjustment: |
|
|
|
Balance at beginning of period |
(15,652) |
|
|
(11,297) |
|
Amortization of net prior service cost and net loss, net of
tax |
(6,199) |
|
|
(1,512) |
|
|
|
|
|
Balance at end of period |
(21,851) |
|
|
(12,809) |
|
|
|
|
|
Accumulated other comprehensive income (loss) at end of
period |
104,764 |
|
|
59,977 |
|
|
|
|
|
Retained earnings: |
|
|
|
Balance at beginning of period |
2,014,570 |
|
|
1,896,040 |
|
Cumulative effect of change in accounting principle, net of tax
(Note 2) |
(3,032) |
|
|
— |
|
Net earnings |
57,176 |
|
|
93,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period (Note 1) |
2,068,714 |
|
|
1,989,923 |
|
|
|
|
|
Total stockholders' equity |
$ |
2,215,230 |
|
|
2,091,652 |
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2020 and
2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Cash flows from operating activities: |
|
|
|
Net earnings |
$ |
57,176 |
|
|
93,883 |
|
Adjustments to reconcile net earnings to net cash from operating
activities: |
|
|
|
Universal life and annuity contract interest |
119,625 |
|
|
200,500 |
|
Surrender charges and other policy revenues |
(21,219) |
|
|
(25,608) |
|
Realized (gains) losses on investments |
(12,660) |
|
|
(3,702) |
|
Accretion/amortization of discounts and premiums,
investments |
1,580 |
|
|
1,798 |
|
Depreciation and amortization |
8,892 |
|
|
8,501 |
|
Increase (decrease) in estimated credit losses on
investments |
2,930 |
|
|
— |
|
(Increase) decrease in value of equity securities |
3,107 |
|
|
(2,639) |
|
(Increase) decrease in value of derivatives |
34,866 |
|
|
(63,127) |
|
(Increase) decrease in deferred policy acquisition and sales
inducement costs, and value of business acquired |
75,604 |
|
|
53,837 |
|
(Increase) decrease in accrued investment income |
(32) |
|
|
3,837 |
|
(Increase) decrease in other assets |
8,746 |
|
|
1,831 |
|
Increase (decrease) in liabilities for future policy
benefits |
(5,288) |
|
|
6,960 |
|
Increase (decrease) in other policyholder liabilities |
8,785 |
|
|
(19,847) |
|
Increase (decrease) in Federal income tax liability |
(4,550) |
|
|
6,486 |
|
Increase (decrease) in deferred Federal income tax |
5,224 |
|
|
(17,502) |
|
Increase (decrease) in other liabilities |
(3,391) |
|
|
(1,045) |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
279,395 |
|
|
244,163 |
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
Proceeds from sales of: |
|
|
|
|
|
|
|
Debt securities available for sale |
— |
|
|
80,528 |
|
|
|
|
|
Other investments |
5,786 |
|
|
29,960 |
|
Proceeds from maturities, redemptions, and prepayments
of: |
|
|
|
Debt securities held to maturity |
619,984 |
|
|
486,344 |
|
Debt securities available for sale |
240,398 |
|
|
189,944 |
|
Other investments |
9,753 |
|
|
5,911 |
|
Derivatives, index options |
84,778 |
|
|
28,457 |
|
|
|
|
|
Purchases of: |
|
|
|
Debt securities held to maturity |
(318,138) |
|
|
(161,617) |
|
Debt securities available for sale |
(181,162) |
|
|
(127,811) |
|
Equity securities |
(1,019) |
|
|
(977) |
|
Derivatives, index options |
(51,318) |
|
|
(57,443) |
|
Other investments |
(23,268) |
|
|
(7,314) |
|
Property, equipment, and other productive assets |
(7,223) |
|
|
(4,364) |
|
Payment to acquire businesses, net of cash acquired |
— |
|
|
(189,121) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued on Next Page |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
For the Nine Months Ended September 30, 2020 and
2019
(Unaudited)
(In thousands)
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Principal payments on mortgage loans |
6,022 |
|
|
22,384 |
|
Cost of mortgage loans acquired |
(41,530) |
|
|
(47,744) |
|
Decrease (increase) in policy loans |
4,294 |
|
|
2,580 |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
347,357 |
|
|
249,717 |
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Deposits to account balances for universal life and annuity
contracts |
348,583 |
|
|
292,551 |
|
Return of account balances on universal life and annuity
contracts |
(721,496) |
|
|
(747,260) |
|
Borrowings under line of credit agreement |
— |
|
|
75,000 |
|
Principal payments on line of credit borrowings |
— |
|
|
(75,000) |
|
Principal payments under finance lease obligation |
(280) |
|
|
(295) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
(373,193) |
|
|
(455,004) |
|
|
|
|
|
Effect of foreign exchange |
(59) |
|
|
657 |
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents, and restricted
cash |
253,500 |
|
|
39,533 |
|
Cash, cash equivalents, and restricted cash at beginning of
period |
253,525 |
|
|
131,976 |
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of
period |
$ |
507,025 |
|
|
171,509 |
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
Cash paid (received) during the period for: |
|
|
|
Interest |
$ |
56 |
|
|
252 |
|
Income taxes |
$ |
13,229 |
|
|
34,758 |
|
|
|
|
|
Noncash operating activities: |
|
|
|
Net deferral and amortization of sales inducements |
$ |
(12,755) |
|
|
(13,501) |
|
|
|
|
|
Noncash investing and financing activities: |
|
|
|
Contingent consideration to acquire businesses |
$ |
— |
|
|
3,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Condensed Consolidated Financial
Statements (unaudited).
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) CONSOLIDATION
AND BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial
Statements have been prepared in accordance with U.S. generally
accepted accounting principles ("GAAP") for interim financial
information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for annual financial
statements. In the opinion of management, the accompanying
Condensed Consolidated Financial Statements contain all adjustments
necessary to present fairly the financial position of National
Western Life Group, Inc. ("NWLGI") and its wholly owned
subsidiaries (“Company”) as of September 30, 2020, and the
results of its operations and its cash flows for the three and nine
months ended September 30, 2020 and September 30, 2019.
Such adjustments are of a normal recurring nature. The results of
operations for the nine months ended September 30, 2020 are
not necessarily indicative of the results to be expected for the
full year. It is recommended that these Condensed Consolidated
Financial Statements be read in conjunction with the audited
consolidated financial statements and notes included in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2019 which is accessible free of charge through
the Company's internet site at
www.nwlgi.com
or the Securities and Exchange Commission internet site at
www.sec.gov.
The Condensed Consolidated Balance Sheet at December 31, 2019
has been derived from the audited consolidated financial statements
as of that date.
The accompanying unaudited Condensed Consolidated Financial
Statements include the accounts of NWLGI and its wholly owned
subsidiaries: National Western Life Insurance Company ("NWLIC" or
"National Western"), Regent Care San Marcos Holdings, LLC, NWL
Services, Inc., and N.I.S. Financial Services, Inc. ("NIS").
National Western's wholly owned subsidiaries include The Westcap
Corporation, NWL Financial, Inc., NWLSM, Inc., Braker P III, LLC,
and Ozark National Life Insurance Company ("Ozark National"). The
results of operations for Ozark National and NIS include their
respective business activity subsequent to their acquisition
effective January 31, 2019 and all references herein to results for
the nine months ended September 30, 2019 for Ozark National and NIS
refer to their eight month activity February 1, 2019 through
September 30, 2019. All significant intercorporate transactions and
accounts have been eliminated in consolidation.
The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosures of
contingent assets and liabilities, and the reported amounts of
revenues and expenses during the reporting periods. Actual results
could differ from those estimates. Significant estimates in the
accompanying Condensed Consolidated Financial Statements include:
(1) liabilities for future policy benefits, (2) valuation of
derivative instruments, (3) recoverability and amortization of
deferred policy acquisition costs ("DPAC"), deferred sales
inducements ("DSI") and the value of business acquired ("VOBA"),
(4) valuation allowances for deferred tax assets, (5) goodwill, (6)
allowances for credit losses and other-than-temporary impairment
losses on debt securities, (7) commitments and contingencies, and
(8) credit loss and valuation allowances for mortgage loans and
real estate. During the first quarter of 2019, the Company
incorporated accounting estimates for business combinations, value
of business acquired, and fair value measurement as a result of its
acquisition of Ozark National and NIS.
Revision of Prior Period Consolidated Financial
Statements
During the first quarter of 2020, management identified an
understatement of an excess benefit reserve on a specific block of
policies that dated back to the first quarter of 2004 with the
adoption of the Statement of Position 03-1,
Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate
Accounts
(SOP 03-1). Management concluded that this error was not material
to previously issued consolidated financial statements and would be
corrected through a revision to the comparative consolidated
balance sheet presented for the year ended December 31, 2019. The
impact of this revision as of December 31, 2019 was an increase to
the future policy benefits liability of $15.0 million, a decrease
to deferred federal income tax liability of $3.2 million, and a
decrease to retained earnings of $11.8 million.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The table below shows the unrealized gains and losses on
available-for-sale securities that were reclassified out of
accumulated other comprehensive income for the three and nine
months ended September 30, 2020 and September 30,
2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affected Line Item in the
Statements of Earnings |
|
Amount Reclassified From Accumulated Other Comprehensive
Income |
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
Other net investment gains (losses) |
|
$ |
889 |
|
|
198 |
|
|
3,380 |
|
|
2,465 |
|
Net OTTI losses recognized in earnings |
|
— |
|
|
(1,945) |
|
|
— |
|
|
(7,847) |
|
Earnings before Federal income taxes |
|
889 |
|
|
(1,747) |
|
|
3,380 |
|
|
(5,382) |
|
Federal income taxes |
|
187 |
|
|
(367) |
|
|
710 |
|
|
(1,130) |
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
702 |
|
|
(1,380) |
|
|
2,670 |
|
|
(4,252) |
|
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) NEW
ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements not yet adopted
In August 2018, the FASB issued ASU 2018-12
Financial Services-Insurance (Topic 944)
-
Targeted Improvements to the Accounting for Long-Duration
Contracts.
This update is aimed at improving the Codification as it relates to
long-duration contracts which will improve the timeliness of
recognizing changes in the liability for future policy benefits,
simplify accounting for certain market-based options, simplify the
amortization of deferred acquisition costs, and improve the
effectiveness of required disclosures. Amendments include the
following:
A. Require insurance entity to (1) review and update assumptions
used to measure cash flows at least annually (with changes
recognized in net income) and (2) update discount rate assumption
at each reporting date (with changes recognized in other
comprehensive income).
B. Require insurance entity to measure all market risk benefits
associated with deposit (i.e. account balance) contracts at fair
value, with change in fair value attributable to change in
instrument-specific credit risk recognized in other comprehensive
income.
C. Simplify amortization of deferred acquisition costs and other
balances amortized in proportion to premiums, gross profits, or
gross margins and require those balances be amortized on constant
level basis over expected term of related contract. Deferred
acquisition costs are required to be written off for unexpected
contract terminations but are not subject to impairment
test.
D. Require insurance entity to add disclosures of disaggregated
rollforwards of beginning to ending balances of the liability for
future policy benefits, policyholder account balances, market risk
benefits, separate account liabilities, and deferred acquisition
costs. Insurance entity must also disclose information about
significant inputs, judgments, assumptions, and methods used in
measurement, including changes in those inputs, judgments, and
assumptions, and the effect of those changes on
measurement.
These updates are required to be applied retrospectively to the
earliest period presented in the financial statements for fiscal
periods beginning after December 15, 2022, with early adoption
permitted. The Company has performed a preliminary gap analysis and
created a roadmap for implementation of this standard by the
effective date and is evaluating the impact of the new guidance on
its Consolidated Financial Statements.
In December 2019, the FASB issued ASU 2019-12
Income Taxes - Simplifying the Accounting for Income Taxes (Topic
740),
which simplifies various aspects of the income tax accounting
guidance and will be applied using different approaches depending
on the specific amendment. The amendments will be effective for
fiscal periods beginning after December 15, 2020. Early adoption is
permitted. The Company does not expect this guidance to have a
material impact on the Consolidated Financial Statements and
related disclosures upon adoption.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Accounting pronouncements adopted
In June 2016, the FASB released ASU 2016-13,
Financial Instruments-Credit Losses,
which revises the credit loss recognition criteria for certain
financial assets measured at amortized cost. The new guidance
replaces the existing incurred loss recognition model with an
expected loss recognition model (“CECL”). The objective of the CECL
model is for the reporting entity to recognize its estimate of
current expected credit losses for affected financial assets in a
valuation allowance deducted from the amortized cost basis of the
related financial assets that results in presenting the net
carrying value of the financial assets at the amount expected to be
collected. In April 2019, the FASB issued ASU 2019-04,
Codification Improvements to Topic 326, Financial Instruments -
Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825,
Financial Instruments.
The amendments in this Update add clarification and correction to
ASU 2016-13 around accrued interest, transfers between
classifications or categories for loans and debt securities,
consideration of recoveries in estimating allowances, reinsurance
recoveries, consideration of prepayments and estimated costs to
sell when foreclosure is probable. In November, the FASB issued ASU
2019-11,
Codification Improvements to Topic 326, Financial Instruments -
Credit Losses.
The amendments in this Update add clarification and correction to
ASU 2016-13 around expected recoveries for purchased financial
assets with credit deterioration, transition relief for troubled
debt restructurings, disclosures related to accrued interest
receivables, and financial assets secured by collateral maintenance
provisions. The guidance for these pronouncements was effective for
interim and annual periods beginning after December 15, 2019, and
for most affected instruments must be adopted using a modified
retrospective approach, with a cumulative effect adjustment
recorded to beginning retained earnings. Effective January 1, 2020,
the Company adopted the expected loss recognition model related to
mortgage loans, debt securities held to maturity and reinsurance
recoverable. The change in accounting, net of tax, of $3.0 million
was recorded as a charge to retained earnings in the first quarter
of 2020 reflecting initial allowance for estimated credit losses
balances of $1.2 million on mortgage loans and $3.3 million on debt
securities held to maturity. The estimated credit losses for the
reinsurance recoverable were immaterial to the financial
statements, but are monitored on a quarterly basis for any changes.
Refer to Note (9)
Investments
for more information. Certain disclosures required by
ASU 2016-13 are not included in the Consolidated Financial
Statements as the impact of this standard was not
material.
Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force), the AICPA, and the SEC
did not, or are not believed by management to, have a material
impact on the Company’s present or future Consolidated Financial
Statements.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(3) STOCKHOLDERS'
EQUITY
Robert L. Moody, Sr., through the Robert L. Moody Revocable Trust,
controls 99.0% of the total outstanding shares of the Company's
Class B common stock as of September 30, 2020. Holders of the
Company's Class A common stock elect one-third of the Board of
Directors of the Company, and holders of the Class B common stock
elect the remainder. Any cash or in-kind dividends paid on each
share of Class B common stock are to be only one-half of the cash
or in-kind dividends paid on each share of Class A common stock. In
the event of liquidation of the Company, the Class A stockholders
will receive the par value of their shares; then the Class B
stockholders shall receive the par value of their shares; and the
remaining net assets of the Company shall be divided between the
stockholders of both Class A and Class B stock based upon the
number of shares held.
National Western is restricted by state insurance laws as to
dividend amounts which may be paid to stockholders without prior
approval from the Colorado Division of Insurance. The
restrictions are based on the lesser of statutory earnings from
operations, excluding capital gains, or 10% of statutory surplus of
National Western as of the previous year-end. Under these
guidelines the maximum dividend payment which may be made without
prior approval in 2020 is $152.8 million. As the sole owner of
NWLIC, all dividends declared by National Western are payable
entirely to NWLGI and are eliminated in consolidation.
Ozark National is similarly restricted under the state insurance
laws of Missouri as to dividend amounts which may be paid to
stockholders without prior approval to the greater of 10.0% of the
statutory surplus of the company from the preceding year-end or the
company's net gain from operations, excluding capital gains, from
the prior calendar year. Based upon this restriction, the maximum
dividend payment which may be made in 2020 without prior approval
is $17.2 million.
As part of the Stock Purchase Agreement dated October 3, 2018, by
and between NWLIC and Ozark National's previous owner, the Missouri
Department of Commerce and Insurance granted approval for an
extraordinary dividend of $102.7 million to be paid to the prior
owner concurrent with the closing of the transaction effective
January 31, 2019. All dividends declared by Ozark National
thereafter are payable entirely to NWLIC as the sole owner and are
eliminated in consolidation.
National Western did not declare or pay cash dividends to NWLGI in
the nine months ended September 30, 2020. In the first quarter
of 2019, National Western declared and paid a $32.0 million
dividend to NWLGI, the proceeds of which were used as part of the
cash purchase of NIS. In the third quarter of 2019, National
Western declared a $4.0 million dividend to NWLGI which was
subsequently paid on October 17, 2019.
NWLGI did not declare or pay cash dividends on its common shares
during the nine months ended September 30, 2020 and
2019.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(4) EARNINGS
PER SHARE
Basic earnings per share of common stock are computed by dividing
net earnings available to each class of common stockholders on an
as if distributed basis by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share, by
definition, reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of
common stock, that then shared in the distributed earnings of each
class of common stock. U.S. GAAP requires a two-class presentation
for the Company's two classes of common stock. The Company
currently has no share-based compensation awards outstanding that
could be redeemed for shares of common stock.
Net earnings for the periods shown below is allocated between Class
A shares and Class B shares based upon (1) the proportionate number
of shares issued and outstanding as of the end of the period, and
(2) the per share dividend rights of the two classes under the
Company's Restated Certificate of Incorporation (the Class B
dividend per share is equal to one-half the Class A dividend per
share).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
2020 |
|
2019 |
|
Class A |
|
Class B |
|
Class A |
|
Class B |
|
(In thousands except per share amounts) |
|
|
|
|
|
|
|
|
Numerator for Basic and Diluted Earnings Per Share: |
|
|
|
|
|
|
|
Net earnings |
$ |
10,825 |
|
|
|
|
19,989 |
|
|
|
Dividends - Class A shares |
— |
|
|
|
|
— |
|
|
|
Dividends - Class B shares |
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Undistributed earnings |
$ |
10,825 |
|
|
|
|
19,989 |
|
|
|
|
|
|
|
|
|
|
|
Allocation of net earnings: |
|
|
|
|
|
|
|
Dividends |
$ |
— |
|
|
— |
|
|
— |
|
|
— |
|
Allocation of undistributed earnings |
10,519 |
|
|
306 |
|
|
19,424 |
|
|
565 |
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
10,519 |
|
|
306 |
|
|
19,424 |
|
|
565 |
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Basic earnings per share - weighted-average shares |
3,436 |
|
|
200 |
|
|
3,436 |
|
|
200 |
|
Effect of dilutive stock options |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Diluted earnings per share - adjusted weighted-average shares for
assumed conversions |
3,436 |
|
|
200 |
|
|
3,436 |
|
|
200 |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
$ |
3.06 |
|
|
1.53 |
|
|
5.65 |
|
|
2.83 |
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
$ |
3.06 |
|
|
1.53 |
|
|
5.65 |
|
|
2.83 |
|
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
Class A |
|
Class B |
|
Class A |
|
Class B |
|
(In thousands except per share amounts) |
|
|
|
|
|
|
|
|
Numerator for Basic and Diluted Earnings Per Share: |
|
|
|
|
|
|
|
Net earnings |
$ |
57,176 |
|
|
|
|
93,883 |
|
|
|
Dividends - Class A shares |
— |
|
|
|
|
— |
|
|
|
Dividends - Class B shares |
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Undistributed earnings |
$ |
57,176 |
|
|
|
|
93,883 |
|
|
|
|
|
|
|
|
|
|
|
Allocation of net earnings: |
|
|
|
|
|
|
|
Dividends |
$ |
— |
|
|
— |
|
|
— |
|
|
— |
|
Allocation of undistributed earnings |
55,560 |
|
|
1,616 |
|
|
91,228 |
|
|
2,655 |
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
55,560 |
|
|
1,616 |
|
|
91,228 |
|
|
2,655 |
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Basic earnings per share - weighted-average shares |
3,436 |
|
|
200 |
|
|
3,436 |
|
|
200 |
|
Effect of dilutive stock options |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Diluted earnings per share - adjusted weighted-average shares for
assumed conversions |
3,436 |
|
|
200 |
|
|
3,436 |
|
|
200 |
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share |
$ |
16.17 |
|
|
8.08 |
|
|
26.55 |
|
|
13.28 |
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share |
$ |
16.17 |
|
|
8.08 |
|
|
26.55 |
|
|
13.28 |
|
|
|
|
|
|
|
|
|
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(5) PENSION
AND OTHER POSTRETIREMENT PLANS
(A)Defined
Benefit Pension Plans
National Western sponsors a qualified defined benefit pension plan
covering employees enrolled prior to 2008. The plan provides
benefits based on the participants' years of service and
compensation. The Company makes annual contributions to the plan
that comply with the minimum funding provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). On October 19,
2007, National Western's Board of Directors approved an amendment
to freeze the pension plan as of December 31, 2007. The freeze
ceased future benefit accruals to all participants and closed the
plan to any new participants. In addition, all participants became
immediately 100% vested in their accrued benefits as of that date.
As participants are no longer earning a credit for service, future
qualified defined benefit plan expense is projected to be minimal.
Fair values of plan assets and liabilities are measured as of the
prior December 31 for each year. The following table summarizes the
components of net periodic benefit cost.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, |
|
September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Service cost |
$ |
27 |
|
|
24 |
|
|
81 |
|
|
72 |
|
Interest cost |
168 |
|
|
210 |
|
|
505 |
|
|
630 |
|
Expected return on plan assets |
(315) |
|
|
(271) |
|
|
(946) |
|
|
(815) |
|
Amortization of prior service cost |
— |
|
|
— |
|
|
— |
|
|
— |
|
Amortization of net loss |
145 |
|
|
165 |
|
|
435 |
|
|
495 |
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
$ |
25 |
|
|
128 |
|
|
75 |
|
|
382 |
|
The service cost shown above for each period represents plan
expenses expected to be paid out of plan assets. Under the
clarified rules of the Pension Protection Act, plan expenses paid
from plan assets are to be included in the plan's service cost
component.
The Company's minimum required contribution for the 2020 plan year
is $0.0 million. There were no planned contributions remaining for
the 2019 plan year as of September 30, 2020. As of
September 30, 2020, the Company has made $0.2 million in
contributions to the plan for the 2020 plan year.
The components of net periodic benefit cost including service cost
are reported in the line item “Other operating expenses” in the
Condensed Consolidated Statements of Earnings (Loss).
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
National Western also sponsors three non-qualified defined benefit
pension plans. The first plan covers certain senior officers and
provides benefits based on the participants' years of service and
compensation. The primary pension obligations and administrative
responsibilities of the plan are maintained by a pension
administration firm, which is a subsidiary of American National
Group, Inc. ("American National"), a related party. American
National has guaranteed the payment of pension obligations under
the plan. However, the Company has a contingent liability with
respect to the plan should these entities be unable to meet their
obligations under the existing agreements. Also, the Company has a
contingent liability with respect to the plan in the event that a
plan participant continues employment with National Western beyond
age seventy, the aggregate average annual participant salary
increases exceed 10% per year, or any additional employees become
eligible to participate in the plan. If any of these conditions are
met, the Company would be responsible for any additional pension
obligations resulting from these items. Amendments were made to the
plan to allow an additional employee to participate and to change
the benefit formula for the then Chairman of the Company. As
previously mentioned, these additional obligations are a liability
to the Company. Effective December 31, 2004, this plan was frozen
with respect to the continued accrual of benefits of the then
Chairman and the then President of the Company in order to comply
with law changes under the American Jobs Creation Act of 2004
("Act").
Effective July 1, 2005, National Western established a second
non-qualified defined benefit plan for the benefit of the then
Chairman of the Company. This plan is intended to provide for
post-2004 benefit accruals that mirror and supplement the pre-2005
benefit accruals under the previously discussed non-qualified plan,
while complying with the requirements of the Act.
Effective November 1, 2005, National Western established a third
non-qualified defined benefit plan for the benefit of the then
President of the Company. This plan is intended to provide for
post-2004 benefit accruals that supplement the pre-2005 benefit
accruals under the first non-qualified plan as previously
discussed, while complying with the requirements of the
Act.
The following table summarizes the components of net periodic
benefit costs for the non-qualified defined benefit
plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, |
|
September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Service cost |
$ |
302 |
|
|
126 |
|
|
907 |
|
|
377 |
|
Interest cost |
337 |
|
|
256 |
|
|
1,012 |
|
|
768 |
|
Amortization of prior service cost |
14 |
|
|
14 |
|
|
44 |
|
|
44 |
|
Amortization of net loss |
1,446 |
|
|
348 |
|
|
4,336 |
|
|
1,044 |
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
$ |
2,099 |
|
|
744 |
|
|
6,299 |
|
|
2,233 |
|
As the plans are not funded, there is no expected return on plan
assets shown in the net periodic benefit cost table above. The
Company expects to contribute $2.0 million to these plans in
2020. As of September 30, 2020, the Company has
contributed $1.6 million to the plans.
The components of net periodic benefit cost including service cost
are reported in the line item “Other operating expenses” in the
Condensed Consolidated Statements of Earnings (Loss).
Ozark National and NIS have no defined benefit plans.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(B)Postretirement
Employment Plans Other Than Pension
National Western sponsors two healthcare plans that were amended in
2004 to provide postretirement benefits to certain fully-vested
individuals. The plans are unfunded. The following table
summarizes the components of net periodic benefit
costs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, |
|
September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Interest cost |
$ |
41 |
|
|
49 |
|
|
124 |
|
|
148 |
|
Amortization of prior service cost |
— |
|
|
13 |
|
|
— |
|
|
39 |
|
Amortization of net loss |
40 |
|
|
61 |
|
|
119 |
|
|
183 |
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
$ |
81 |
|
|
123 |
|
|
243 |
|
|
370 |
|
As the plans are not funded, there is no expected return on plan
assets shown in the net periodic benefit cost table above. The
Company expects to contribute minimal amounts to the plans in 2020.
Ozark National and NIS do not offer postemployment
benefits.
The components of net periodic benefit cost including service cost
are reported in the line item “Other operating expenses” in the
Condensed Consolidated Statements of Earnings (Loss).
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(6)SEGMENT
AND OTHER OPERATING INFORMATION
The Company defines its reportable operating segments as domestic
life insurance, international life insurance, annuities, and
acquired businesses. These segments are organized based on product
types, geographic marketing areas, and business
groupings. Ozark National and NIS have been combined into the
segment "Acquired Businesses" given its inter-related marketing and
sales approach which consists of a coordinated sale of a
non-participating whole life insurance product (Ozark National) and
a mutual fund investment product (NIS). A fifth category "All
Others" primarily includes investments and earnings of
non-operating subsidiaries as well as other remaining investments
and assets not otherwise supporting specific segment
operations.
A summary of segment information as of September 30, 2020 and
December 31, 2019 for the Condensed Consolidated Balance Sheet
items and for the three and nine months ended September 30,
2020 and September 30, 2019 for the Condensed Consolidated
Statements of Earnings (Loss) is provided below.
Condensed Consolidated Balance Sheet Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 |
|
Domestic
Life
Insurance |
|
International
Life
Insurance |
|
Annuities |
|
Acquired Businesses |
|
All
Others |
|
Totals |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred policy acquisition costs, sales inducements, and value of
business acquired |
$ |
127,124 |
|
|
183,318 |
|
|
402,072 |
|
|
139,365 |
|
|
— |
|
|
851,879 |
|
Total segment assets |
1,467,577 |
|
|
1,049,371 |
|
|
7,797,137 |
|
|
1,030,162 |
|
|
367,605 |
|
|
11,711,852 |
|
Future policy benefits |
1,275,476 |
|
|
798,665 |
|
|
7,068,118 |
|
|
719,917 |
|
|
— |
|
|
9,862,176 |
|
Other policyholder liabilities |
17,190 |
|
|
12,214 |
|
|
91,818 |
|
|
15,170 |
|
|
— |
|
|
136,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
Domestic
Life
Insurance |
|
International
Life
Insurance |
|
Annuities |
|
Acquired Businesses |
|
All
Others |
|
Totals |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred policy acquisition costs, sales inducements, and value of
business acquired |
$ |
127,557 |
|
|
209,858 |
|
|
486,553 |
|
|
142,434 |
|
|
— |
|
|
966,402 |
|
Total segment assets |
1,399,818 |
|
|
1,153,105 |
|
|
8,198,730 |
|
|
978,243 |
|
|
362,900 |
|
|
12,092,796 |
|
Future policy benefits (1) |
1,198,103 |
|
|
870,461 |
|
|
7,366,894 |
|
|
706,513 |
|
|
— |
|
|
10,141,971 |
|
Other policyholder liabilities |
18,016 |
|
|
14,903 |
|
|
80,002 |
|
|
14,686 |
|
|
— |
|
|
127,607 |
|
(1) Revised to correct for an adjustment related to an
understatement of reserve liabilities of $15.0 million. Refer to
Note 1.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Condensed Consolidated Statements of Earnings (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020 |
|
Domestic
Life
Insurance |
|
International
Life
Insurance |
|
Annuities |
|
Acquired Businesses |
|
All
Others |
|
Totals |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums and contract revenues |
$ |
17,734 |
|
|
21,551 |
|
|
4,187 |
|
|
19,524 |
|
|
— |
|
|
62,996 |
|
Net investment income (loss) |
21,201 |
|
|
10,354 |
|
|
87,889 |
|
|
6,434 |
|
|
3,801 |
|
|
129,679 |
|
Other revenues |
10 |
|
|
6 |
|
|
84 |
|
|
2,628 |
|
|
1,249 |
|
|
3,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
38,945 |
|
|
31,911 |
|
|
92,160 |
|
|
28,586 |
|
|
5,050 |
|
|
196,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Life and other policy benefits |
3,785 |
|
|
2,278 |
|
|
3,383 |
|
|
17,494 |
|
|
— |
|
|
26,940 |
|
Amortization of deferred policy acquisition costs and value of
business acquired |
10,540 |
|
|
6,496 |
|
|
31,794 |
|
|
1,970 |
|
|
— |
|
|
50,800 |
|
Universal life and annuity contract interest |
20,352 |
|
|
(14,023) |
|
|
79,550 |
|
|
— |
|
|
— |
|
|
85,879 |
|
Other operating expenses |
5,185 |
|
|
5,434 |
|
|
9,205 |
|
|
4,498 |
|
|
1,432 |
|
|
25,754 |
|
Federal income taxes (benefit) |
(161) |
|
|
5,169 |
|
|
(5,294) |
|
|
963 |
|
|
556 |
|
|
1,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
39,701 |
|
|
5,354 |
|
|
118,638 |
|
|
24,925 |
|
|
1,988 |
|
|
190,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (loss) |
$ |
(756) |
|
|
26,557 |
|
|
(26,478) |
|
|
3,661 |
|
|
3,062 |
|
|
6,046 |
|
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2020 |
|
Domestic
Life
Insurance |
|
International
Life
Insurance |
|
Annuities |
|
Acquired Businesses |
|
All
Others |
|
Totals |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums and contract revenues |
$ |
40,971 |
|
|
67,479 |
|
|
13,536 |
|
|
59,448 |
|
|
— |
|
|
181,434 |
|
Net investment income |
23,293 |
|
|
12,507 |
|
|
196,187 |
|
|
19,284 |
|
|
10,623 |
|
|
261,894 |
|
Other revenues |
40 |
|
|
54 |
|
|
80 |
|
|
7,369 |
|
|
7,674 |
|
|
15,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
64,304 |
|
|
80,040 |
|
|
209,803 |
|
|
86,101 |
|
|
18,297 |
|
|
458,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Life and other policy benefits |
13,831 |
|
|
9,293 |
|
|
20,452 |
|
|
50,429 |
|
|
— |
|
|
94,005 |
|
Amortization of deferred policy acquisition costs and value of
business acquired |
16,322 |
|
|
19,392 |
|
|
70,159 |
|
|
6,064 |
|
|
— |
|
|
111,937 |
|
Universal life and annuity contract interest |
17,831 |
|
|
(15,368) |
|
|
117,162 |
|
|
— |
|
|
— |
|
|
119,625 |
|
Other operating expenses |
15,123 |
|
|
13,047 |
|
|
28,787 |
|
|
13,361 |
|
|
4,412 |
|
|
74,730 |
|
Federal income taxes (benefit) |
199 |
|
|
8,907 |
|
|
(4,440) |
|
|
4,103 |
|
|
2,304 |
|
|
11,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
63,306 |
|
|
35,271 |
|
|
232,120 |
|
|
73,957 |
|
|
6,716 |
|
|
411,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (loss) |
$ |
998 |
|
|
44,769 |
|
|
(22,317) |
|
|
12,144 |
|
|
11,581 |
|
|
47,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019 |
|
Domestic
Life
Insurance |
|
International
Life
Insurance |
|
Annuities |
|
Acquired Businesses |
|
All
Others |
|
Totals |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums and contract revenues |
$ |
11,387 |
|
|
25,065 |
|
|
5,336 |
|
|
20,151 |
|
|
— |
|
|
61,939 |
|
Net investment income |
12,885 |
|
|
6,872 |
|
|
78,000 |
|
|
6,300 |
|
|
4,399 |
|
|
108,456 |
|
Other revenues |
49 |
|
|
25 |
|
|
8 |
|
|
2,318 |
|
|
873 |
|
|
3,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
24,321 |
|
|
31,962 |
|
|
83,344 |
|
|
28,769 |
|
|
5,272 |
|
|
173,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Life and other policy benefits |
6,099 |
|
|
5,074 |
|
|
12,550 |
|
|
16,195 |
|
|
— |
|
|
39,918 |
|
Amortization of deferred acquisition costs and value of business
acquired |
2,181 |
|
|
(3,047) |
|
|
21,688 |
|
|
2,176 |
|
|
— |
|
|
22,998 |
|
Universal life and annuity contract interest |
11,267 |
|
|
14,637 |
|
|
33,541 |
|
|
— |
|
|
— |
|
|
59,445 |
|
Other operating expenses |
5,297 |
|
|
5,493 |
|
|
8,596 |
|
|
4,772 |
|
|
1,655 |
|
|
25,813 |
|
Federal income taxes (benefit) |
(107) |
|
|
1,970 |
|
|
1,388 |
|
|
1,133 |
|
|
725 |
|
|
5,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
24,737 |
|
|
24,127 |
|
|
77,763 |
|
|
24,276 |
|
|
2,380 |
|
|
153,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (loss) |
$ |
(416) |
|
|
7,835 |
|
|
5,581 |
|
|
4,493 |
|
|
2,892 |
|
|
20,385 |
|
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2019 |
|
Domestic
Life
Insurance |
|
International
Life
Insurance |
|
Annuities |
|
Acquired Businesses |
|
All
Others |
|
Totals |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Premiums and contract revenues |
$ |
32,897 |
|
|
74,905 |
|
|
16,061 |
|
|
54,332 |
|
|
— |
|
|
178,195 |
|
Net investment income |
51,379 |
|
|
30,165 |
|
|
270,727 |
|
|
16,283 |
|
|
19,657 |
|
|
388,211 |
|
Other revenues |
113 |
|
|
79 |
|
|
80 |
|
|
6,049 |
|
|
7,331 |
|
|
13,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
84,389 |
|
|
105,149 |
|
|
286,868 |
|
|
76,664 |
|
|
26,988 |
|
|
580,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Life and other policy benefits |
13,850 |
|
|
10,195 |
|
|
33,856 |
|
|
43,863 |
|
|
— |
|
|
101,764 |
|
Amortization of deferred acquisition costs and value of business
acquired |
8,898 |
|
|
11,195 |
|
|
60,150 |
|
|
6,330 |
|
|
— |
|
|
86,573 |
|
Universal life and annuity contract interest |
45,693 |
|
|
33,967 |
|
|
120,840 |
|
|
— |
|
|
— |
|
|
200,500 |
|
Other operating expenses |
14,437 |
|
|
14,278 |
|
|
25,478 |
|
|
12,348 |
|
|
10,655 |
|
|
77,196 |
|
Federal income taxes (benefit) |
306 |
|
|
7,192 |
|
|
9,426 |
|
|
2,836 |
|
|
3,307 |
|
|
23,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
83,184 |
|
|
76,827 |
|
|
249,750 |
|
|
65,377 |
|
|
13,962 |
|
|
489,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings (loss) |
$ |
1,205 |
|
|
28,322 |
|
|
37,118 |
|
|
11,287 |
|
|
13,026 |
|
|
90,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliations of segment information to the Company's Condensed
Consolidated Financial Statements are provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Premiums and Other Revenues:
|
|
|
|
|
|
|
|
Premiums and contract revenues |
$ |
62,996 |
|
|
61,939 |
|
|
181,434 |
|
|
178,195 |
|
Net investment income (loss) |
129,679 |
|
|
108,456 |
|
|
261,894 |
|
|
388,211 |
|
Other revenues |
3,977 |
|
|
3,273 |
|
|
15,217 |
|
|
13,652 |
|
Realized gains (losses) on investments |
6,050 |
|
|
(502) |
|
|
12,660 |
|
|
3,702 |
|
|
|
|
|
|
|
|
|
Total condensed consolidated premiums and other
revenues |
$ |
202,702 |
|
|
173,166 |
|
|
471,205 |
|
|
583,760 |
|
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Federal Income Taxes:
|
|
|
|
|
|
|
|
Total segment Federal income taxes |
$ |
1,233 |
|
|
5,109 |
|
|
11,073 |
|
|
23,067 |
|
Taxes on realized gains (losses) on investments |
1,271 |
|
|
(106) |
|
|
2,659 |
|
|
777 |
|
|
|
|
|
|
|
|
|
Total condensed consolidated Federal income taxes |
$ |
2,504 |
|
|
5,003 |
|
|
13,732 |
|
|
23,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Net Earnings:
|
|
|
|
|
|
|
|
Total segment earnings |
$ |
6,046 |
|
|
20,385 |
|
|
47,175 |
|
|
90,958 |
|
Realized gains (losses) on investments, net of taxes |
4,779 |
|
|
(396) |
|
|
10,001 |
|
|
2,925 |
|
|
|
|
|
|
|
|
|
Total condensed consolidated net earnings |
$ |
10,825 |
|
|
19,989 |
|
|
57,176 |
|
|
93,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
Assets:
|
|
|
|
Total segment assets |
$ |
11,711,852 |
|
|
12,092,796 |
|
Other unallocated assets |
709,134 |
|
|
460,651 |
|
|
|
|
|
Total condensed consolidated assets |
$ |
12,420,986 |
|
|
12,553,447 |
|
(7) SHARE-BASED
PAYMENTS
Effective June 20, 2008, the Company's shareholders approved a 2008
Incentive Plan (“2008 Plan”) which provided for the grant of any or
all of the following types of awards to eligible employees: (1)
stock options, including incentive stock options and nonqualified
stock options; (2) stock appreciation rights ("SARs"), in tandem
with stock options or freestanding; (3) restricted stock or
restricted stock units; and, (4) performance awards. The number of
shares of Class A, $1.00 par value, common stock which were allowed
to be issued under the 2008 Plan, or as to which SARs or other
awards were allowed to be granted, could not exceed 300,000. This
plan was assumed by NWLGI from National Western pursuant to the
terms of the holding company reorganization in 2015. On June 15,
2016, stockholders of NWLGI approved an amended and restated 2008
Plan ("Incentive Plan"), which extended the term of the 2008 Plan
for ten years from the date of stockholder approval. The Incentive
Plan includes additional provisions, most notably regarding the
definition of performance objectives which could be used in the
issuance of the fourth type of award noted above (performance
awards).
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
All of the employees of the Company and its subsidiaries are
eligible to participate in the current Incentive Plan. In addition,
directors of the Company are eligible to receive the same types of
awards as employees except that they are not eligible to receive
incentive stock options. Company directors, including members of
the Compensation and Stock Option Committee, are eligible for
nondiscretionary stock options. At the end of 2018, all stock
options granted under the 2008 Plan had been exercised, forfeited,
or expired. SARs granted prior to 2016 vest 20% annually following
three years of service following the grant date. Employee SARs
granted 2016 and thereafter vest 33.3% annually following one year
of service from the date of the grant. Directors' SARs grants
vest 20% annually following one year of service from the date of
grant.
Effective during August 2008, the Company adopted and implemented a
limited stock buy-back program with respect to the 2008 Plan which
provided stock option holders the additional alternative of selling
shares acquired through the exercise of options directly back to
the Company. Option holders could elect to sell such acquired
shares back to the Company at any time within ninety (90) days
after the exercise of options at the prevailing market price as of
the date of notice of election. The buy-back program did not alter
the terms and conditions of the 2008 Plan. This plan was assumed as
well by NWLGI from National Western pursuant to the terms of the
holding company reorganization. There are currently no stock
options issued and outstanding.
The Incentive Plan allows for certain other share or unit awards
which are solely paid out in cash based on the value of the
Company's shares, or changes therein, as well as the financial
performance of the Company under pre-determined target performance
metrics. Certain awards, such as restricted stock units ("RSUs")
provide solely for cash settlement based upon the market price of
the Company's Class A common shares, often referred to as "phantom
stock-based awards" in equity compensation plans. Unlike
share-settled awards, which have a fixed grant-date fair value, the
fair value of unsettled or unvested liability awards is remeasured
at the end of each reporting period based on the change in fair
value of a share. The liability and corresponding expense are
adjusted accordingly until the award is settled. For employees, the
vesting period for RSUs is 100% at the end of 3 years from the
grant date. RSUs granted prior to 2019 are payable in cash at the
vesting date equal to the closing price of the Company's Class A
common share on the three years anniversary date. RSUs granted
in 2019 are payable in cash at the 3 years vesting date equal to
the 20-day moving average closing price of the Company’s Class A
common share at that time.
Other awards may involve performance share units ("PSUs") which are
units granted at a specified dollar amount per unit, typically
linked to the Company's Class A common share price, that are
subsequently multiplied by an attained performance factor to derive
the number of PSUs to be paid as cash compensation at the vesting
date. PSUs also vest three years from the date of grant. For PSUs,
the performance period begins the first day of the calendar year
for which the PSUs are granted and runs
three calendar years. At that time, the three-year
performance outcome will be measured against the pre-defined target
amounts to determine the number of PSUs earned as compensation.
PSUs granted prior to 2019 are paid at the closing price of the
Company's Class A common share on the vesting date. PSUs granted in
2019 are payable at the 20-day moving average closing price of the
Company’s Class A common share at the vesting date.
PSU awards covering the three year measurement period ended
December 31, 2018 were paid out in the first quarter of 2019. The
performance factor during the measurement period used to determine
compensation payouts was 93.86% of the pre-defined metric
target.
PSU awards covering the three year measurement period ended
December 31, 2019 were paid out in the first quarter of 2020. The
performance factor during the measurement period used to determine
compensation payouts was 101.19% of the pre-defined metric
target.
Directors of the Company are eligible to receive RSUs under the
Incentive Plan. Unlike RSUs granted to officers, the RSUs granted
to directors vest one year from the date of grant. RSUs granted
prior to 2019 are payable in cash at the vesting date equal to the
closing price of the Company's Class A common share at that time.
RSUs granted in 2019 are payable in cash at the vesting date equal
to the 20-day moving average closing price of the Company’s Class A
common share at that time.
No awards were granted to officers and directors during the nine
months ended September 30, 2020 and 2019.
The Company uses the current fair value method to measure
compensation costs for awards granted under the share-based
plans.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As of September 30, 2020 and December 31, 2019, the liability
balance was $5.0 million and $11.2 million, respectively. A summary
of awards by type and related activity is detailed
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
Shares
Available
For Grant |
|
Shares |
|
Weighted-
Average
Exercise
Price |
|
|
|
|
|
|
Stock Options: |
|
|
|
|
|
Balance at January 1, 2020 |
291,000 |
|
|
— |
|
|
$ |
— |
|
Exercised |
— |
|
|
— |
|
|
$ |
— |
|
Forfeited |
— |
|
|
— |
|
|
$ |
— |
|
Expired |
— |
|
|
— |
|
|
$ |
— |
|
Stock options granted |
— |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
Balance at September 30, 2020 |
291,000 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Awards |
|
SAR |
|
RSU |
|
PSU |
|
|
|
|
|
|
Other Share/Unit Awards: |
|
|
|
|
|
Balance at January 1, 2020 |
107,517 |
|
|
14,352 |
|
|
19,108 |
|
Exercised |
(1,372) |
|
|
(2,357) |
|
|
(4,150) |
|
Forfeited |
(1,797) |
|
|
(259) |
|
|
— |
|
Granted |
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
Balance at September 30, 2020 |
104,348 |
|
|
11,736 |
|
|
14,958 |
|
SARs, RSUs, and PSUs shown as forfeited in the above tables
represent vested and unvested awards not exercised by plan
participants upon their termination from the Company in accordance
with the expiration provisions of the awards.
The total intrinsic value of share-based compensation exercised was
$1.9 million and $2.5 million for the nine months ended September
30, 2020 and 2019, respectively. The total share-based compensation
paid was $1.9 million and $2.5 million for the nine months ended
September 30, 2020 and 2019, respectively. The total fair value of
SARs, RSUs, and PSUs vested during the nine months ended September
30, 2020 and 2019 was $1.8 million and $3.0 million, respectively.
No cash amounts were received from the exercise of stock options
under the Plans during the periods reported.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table summarizes information about SARs outstanding
at September 30, 2020. There were no options outstanding as of
September 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs Outstanding |
|
|
Number
Outstanding |
|
Weighted-
Average
Remaining
Contractual Life |
|
Number
Exercisable |
|
|
|
|
|
|
|
Exercise prices: |
|
|
|
|
|
$132.56 |
|
19,118 |
|
|
1.2 years |
|
19,118 |
|
$210.22 |
|
23,550 |
|
|
3.2 years |
|
19,600 |
|
$216.48 |
|
11,149 |
|
|
5.4 years |
|
11,149 |
|
$311.16 |
|
9,797 |
|
|
6.2 years |
|
9,797 |
|
$310.55 |
|
203 |
|
|
6.6 years |
|
203 |
|
$334.34 |
|
9,264 |
|
|
7.0 years |
|
6,254 |
|
$303.77 |
|
11,462 |
|
|
8.0 years |
|
3,967 |
|
$252.91 |
|
19,805 |
|
|
9.1 years |
|
249 |
|
|
|
|
|
|
|
|
Totals |
|
104,348 |
|
|
|
|
70,337 |
|
|
|
|
|
|
|
Aggregate intrinsic value (in thousands) |
$ |
960 |
|
|
|
|
$ |
960 |
|
The aggregate intrinsic value in the table above is based on the
closing Class A stock price of $182.77 per share on
September 30, 2020.
In estimating the fair value of the SARs outstanding at
September 30, 2020 and December 31, 2019, the Company
employed the Black-Scholes option pricing model with assumptions
detailed below.
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020 |
|
December 31,
2019 |
|
|
|
|
Expected term |
1.2 to 9.1 years
|
|
1.9 to 10 years
|
Expected volatility weighted-average |
32.85 % |
|
22.19 |
% |
Expected dividend yield |
0.20 % |
|
0.12 |
% |
Risk-free rate weighted-average |
0.17 % |
|
1.61 |
% |
The Company reviewed the contractual term relative to the SARs as
well as perceived future behavior patterns of
exercise. Volatility is based on the Company’s historical
volatility over the expected term of the SARs by expected exercise
date.
The pre-tax compensation cost/(benefit) recognized in the financial
statements related to these plans was $(0.5) million and $(4.4)
million for the three and nine months ended September 30, 2020
and $1.5 million and $0.1 million for the three and nine months
ended September 30, 2019, respectively. The related tax
expense/(benefit) recognized was $0.1 million and $0.9 million for
the three and nine months ended September 30, 2020 and $(0.3)
million and $0.0 million for the three and nine months ended
September 30, 2019.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As of September 30, 2020, the total pre-tax compensation
expense related to non-vested share-based awards not yet recognized
was $2.6 million. This amount is expected to be recognized
over a weighted-average period of 1.3 years. The Company
recognizes compensation cost over the graded vesting
periods.
(8)
COMMITMENTS AND CONTINGENCIES
(A) Legal Proceedings
In the normal course of business, the Company is involved or may
become involved in various legal actions in which claims for
alleged economic and punitive damages have been or may be asserted,
some for substantial amounts. In recent years, carriers offering
life insurance and annuity products have faced litigation,
including class action lawsuits, alleging improper product design,
improper sales practices, and similar claims. As previously
disclosed, the Company has been a defendant in prior years in such
class action lawsuits. Given the uncertainty involved in these
types of actions, the ability to make a reliable evaluation of the
likelihood of an unfavorable outcome or an estimate of the amount
of or range of potential loss is endemic to the particular
circumstances and evolving developments of each individual matter
on its own merits.
On September 28, 2017, a purported shareholder derivative lawsuit
was filed in the 122nd District Court of Galveston County, State of
Texas entitled Robert L. Moody, Jr. derivatively on behalf of
National Western Life Insurance Company and National Western Life
Group, Inc. v. Ross Rankin Moody, et al., naming certain current
and former directors and current officers as defendants. The
complaint challenged the directors’ oversight of insurance sales to
non-U.S. residents and alleged that the defendants breached their
fiduciary duties in the conduct of their duties as board members by
failing to act (i) on an informed basis and (ii) in good faith or
with the honest belief that their actions were in the best
interests of the Company. The complaint sought an undetermined
amount of damages, attorneys’ fees and costs, and equitable relief,
including the removal of the Company’s Chairman and Chief Executive
Officer and other board members and/or officers of the
Company. The Company believes that the claims in the complaint
were baseless and without merit, will continue to vigorously defend
this lawsuit, and was awarded reimbursement of legal costs and
expenses from plaintiff as detailed below. The Company
believes, based on information currently available, that the final
outcome of this lawsuit will not have a material adverse effect on
the Company’s business, results of operations, or consolidated
financial position. The companies and directors filed their
respective Pleas to the Jurisdiction ("Pleas") contesting the
plaintiff's standing to even pursue this action, along with their
Answers, on October 27, 2017. On December 14, 2017, plaintiff filed
a Response to the Pleas and on December 21, 2017, the Court heard
oral argument on the Pleas. Plaintiff then filed a First Amended
Petition on January 11, 2018. The companies and directors filed a
Supplement to the Pleas on January 30, 2018, to which plaintiff
responded on February 1, 2018, and the companies and directors
replied on February 9, 2018. On May 3, 2018, the Court issued a
memorandum to all attorneys of record stating that the Court would
grant the defendants' Pleas and asked the attorney for defendants
to prepare and submit proposed orders/judgments granting the
requested relief for consideration by the Court. The
defendants filed such proposed order granting the Pleas on May 7,
2018. On May 16, 2018 the Court issued an Order granting the Pleas
and dismissing Robert L. Moody, Jr.’s claims with prejudice, and
plaintiff then filed a Motion to Transfer Venue
(“MTTV”). Defendants filed an Application for Fees, seeking to
recover defendants’ legal costs and expenses from plaintiff,
and a Response to the MTTV on June 8, 2018. In response
plaintiff filed a Motion to Vacate, a Response to the Application
for Fees, and his own Request for Attorney’s Fees on July 5,
2018. Defendants filed a Response to the Motion to Vacate and
to plaintiff’s Request for Attorney’s Fees on July 11, 2018, and
the Court heard oral arguments on July 16, 2018. Plaintiff filed
supplemental briefing in support of his July 5, 2018 filings on
July 25, 2018, and defendants filed their response to plaintiff's
supplemental briefing on July 27, 2018. On August 8, 2018 the Court
issued an Order denying plaintiff's Motion to Vacate. Pursuant to
the Court’s instructions, on October 5, 2018, defendants filed an
Order Granting Application for Expenses. Defendants then filed
a Motion for Entry of Final Judgment and a Request for Submission
Date on Motion for Entry of Final Judgment on October 11, 2018,
which the Court set as October 30, 2018. Plaintiff filed his
Objection to Proposed Final Judgment and Objection to Proposed
Order on Attorneys’ Fees on October 25, 2018, to which defendants
filed a response on October 30, 2018. On November 11, 2018, the
Court issued its Final Judgment: ordering Plaintiff to pay the
companies $1,314,054 for reasonable and necessary fees and
expenses; denying Plaintiff’s Motion to Transfer Venue, and;
dismissing Plaintiff’s counterclaim. Plaintiff has appealed
the Court’s Final Judgment and that appeal is pending before the
First District Court of Appeals in Houston, Texas.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In April of 2019, National Western defended a two-week jury trial
in which it was alleged that it committed actionable Financial
Elder Abuse in its issuance of a $100,000 equity indexed annuity to
the Plaintiff in the case of
Williams v Pantaleoni et al,
Case No. 17CV03462, Butte County California Superior
Court. The Court entered an Amended Judgment on the Jury
Verdict on July 27, 2019 against National Western in the amount of
$14,949 for economic damages and $2.9 million in non-economic and
punitive damages. National Western vigorously disputes the
verdicts and the amounts awarded, and in furtherance of such, filed
a Motion for Judgment Notwithstanding Jury Verdict and a Motion for
New Trial, both of which were rejected by the Court. On September
9, 2019, NWLIC filed its Notice of Appeal. On November 11, 2019,
the judge awarded the Plaintiff attorney’s fees in the amount of
$1.3 million. Both the Plaintiff and NWLIC have appealed this
ruling.
Although there can be no assurances, at the present time, the
Company does not anticipate that the ultimate liability arising
from such other potential, pending, or threatened legal actions
will have a material adverse effect on the financial condition or
operating results of the Company.
Separately, Brazilian authorities commenced an investigation into
possible violations of Brazilian criminal law in connection with
the issuance of National Western insurance policies to Brazilian
residents, and in assistance of such investigation a Commissioner
appointed by the U.S. District Court for the Western District of
Texas issued a subpoena in March of 2015 upon NWLIC to provide
information relating to such possible violations. No conclusion can
be drawn at this time as to its outcome or how such outcome may
impact the Company’s business, results of operations or financial
condition. National Western has been cooperating with the relevant
governmental authorities in regard to this matter.
(B) Financial Instruments
In order to meet the financing needs of its customers in the normal
course of business, the Company is a party to financial instruments
with off-balance sheet risk. These financial instruments are
commitments to extend credit which involve elements of credit and
interest rate risk in excess of the amounts recognized in the
Condensed Consolidated Balance Sheets.
The Company's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit is represented by the contractual
amounts, assuming that the amounts are fully advanced and that
collateral or other security is of no value. Commitments to extend
credit are legally binding agreements to lend to a customer that
generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Commitments do not necessarily
represent future liquidity requirements, as some could expire
without being drawn upon. The Company uses the same credit policies
in making commitments and conditional obligations as it does for
on-balance sheet instruments. The Company controls the credit risk
of these transactions through credit approvals, limits, and
monitoring procedures.
The Company had no commitments to fund new loans and $7.2 million
of commitments to extend credit relating to existing loans at
September 30, 2020. The Company evaluates each customer's
creditworthiness on a case-by-case basis. The Company had
commitments to make capital contributions to investment funds of
$52.2 million as of September 30, 2020.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(9)INVESTMENTS
(A)Investment
Gains and Losses
The Company uses the specific identification method in computing
realized gains and losses. The table below presents realized gains
and losses, excluding impairment losses, for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Available for sale debt securities: |
|
|
|
|
|
|
|
Realized gains on disposal |
$ |
888 |
|
|
197 |
|
|
3,379 |
|
|
2,548 |
|
Realized losses on disposal |
— |
|
|
— |
|
|
— |
|
|
(84) |
|
Held to maturity debt securities: |
|
|
|
|
|
|
|
Realized gains on disposal |
2,501 |
|
|
1,246 |
|
|
6,620 |
|
|
2,197 |
|
Realized losses on disposal |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Real estate gains (losses) |
2,661 |
|
|
— |
|
|
2,661 |
|
|
6,888 |
|
|
|
|
|
|
|
|
|
Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Totals |
$ |
6,050 |
|
|
1,443 |
|
|
12,660 |
|
|
11,549 |
|
Disposals in the held to maturity category during the periods shown
represent calls initiated by the credit issuer of the debt
security. It is the Company's policy to initiate disposals of debt
securities in the held to maturity category only in instances in
which the credit status of the issuer comes into question and the
realization of all or a significant portion of the investment
principal of the holding is deemed to be in jeopardy.
In the third quarter of 2020, the Company sold an investment real
estate property for a realized gain of $2.7 million. Net real
estate gains for the nine months ended September 30, 2019 primarily
pertain to the Company's sale of its nursing home operations in
Reno, Nevada and San Marcos, Texas as well as a property sold
located in Austin, Texas. The sale of the Reno nursing home was
completed effective during the first quarter of 2019 and a gain of
$5.7 million was realized on the sale of the land and building
associated with the operation. The sale of the San Marcos nursing
home was concluded during the second quarter of 2019 and the
Company recorded a loss of $(2.0) million associated with the sale
of the land and building of this operation. The sale of the
Company's prior home office was also completed during the second
quarter of 2019 and realized a gain on the sale of $3.2
million.
For the three months ended September 30, 2020 and 2019 the
percentage of total gains on bonds due to the call of securities
was 99.9% and 99.6%, respectively. This includes calls out of the
Company's available for sale portfolio of debt securities. For the
nine months ended September 30, 2020 and 2019 the percentage
of gains on bonds due to the call of securities was 99.8% and
81.0%, respectively.
NATIONAL WESTERN LIFE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(B)Debt
Securities
The table below presents amortized costs and fair values of debt
securities held to maturity at September 30,
2020.
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Securities Held to Maturity |
|
Amortized
Cost |
|
Gross
Unrealized
Gains |
|
Gross
Unrealized
Losses |
|
Fair
Value |
|
Allowance for Credit Losses |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
U.S. agencies |
$ |
73,153 |
|
|
2,934 |
|
|
— |
|
|
76,087 |
|
|
(81) |
|
U.S. Treasury |
3,798 |
|
|
156 |
|
|
— |
|
|
3,954 |
|
|
— |
|
States and political subdivisions |
437,620 |
|
|
24,976 |
|
|
(124) |
|
|
462,472 |
|
|
(176) |
|
Foreign governments |
1,128 |
|
|
150 |
|
|
— |
|
|
1,278 |
|
|
— |
|
Public utilities |
812,251 |
|
|
71,098 |
|
|
— |
|
|
883,349 |
|
|
(718) |
|
Corporate |
4,549,262 |
|
|
401,764 |
|
|
(7,620) |
|
|
4,943,406 |
|
|
(4,111) |
|
Commercial mortgage-backed |
3,019 |
|
|
34 |
|
|
— |
|
|
3,053 |
|
|
— |
|
Residential mortgage-backed |
944,838 |
|
|
57,854 |
|
|
(1) |
|
|