10-Q 1 nwl10q063003.htm NATIONAL WESTERN LIFE FORM 10-Q National Western Life Insurance Company - Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[  X  ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2003

[        ]           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: 2-17039

NATIONAL WESTERN LIFE INSURANCE COMPANY

(Exact name of Registrant as specified in its charter)

COLORADO

84-0467208

(State of Incorporation)

(I.R.S. Employer Identification Number)

850 EAST ANDERSON LANE

AUSTIN, TEXAS 78752-1602

(512) 836-1010

(Address of Principal Executive Offices)

(Telephone Number)

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 a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [ √ ]   No  [    ]

As of August 13, 2003, the number of shares of Registrant's common stock outstanding was:   Class A - 3,339,405 and Class B - 200,000.


INDEX

Part I.  Financial Information:

Page

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets

June 30, 2003 (Unaudited) and December 31, 2002

Condensed Consolidated Statements of Earnings

For the Three Months Ended June 30, 2003 and 2002 (Unaudited)

Condensed Consolidated Statements of Earnings

For the Six Months Ended June 30, 2003 and 2002 (Unaudited)

Condensed Consolidated Statements of Comprehensive Income

For the Three Months Ended June 30, 2003 and 2002 (Unaudited)

Condensed Consolidated Statements of Comprehensive Income

For the Six Months Ended June 30, 2003 and 2002 (Unaudited)

Condensed Consolidated Statements of Stockholders' Equity

For the Six Months Ended June 30, 2003 and 2002 (Unaudited)

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2003 and 2002 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2.  Management's Discussion and Analysis of

Financial Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Item 4.  Controls and Procedures

Part II.  Other Information:

Item 1.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders

Item 6.   Exhibits and Reports on Form 8-K

Signatures

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

(Unaudited)

June 30,

December 31,

ASSETS

2003

2002

Cash and investments:

    Securities held to maturity, at amortized cost

$

2,403,423 

2,161,951 

    Securities available for sale, at fair value

1,280,990 

1,038,568 

    Mortgage loans, net of allowances for possible

         losses ($660 and $660)

153,960 

168,634 

    Policy loans

90,095 

92,714 

    Index options

18,528 

5,209 

    Other long-term investments

63,068 

64,988 

    Cash and short-term investments

117,149 

85,544 

Total cash and investments

4,127,213 

3,617,608 

Deferred policy acquisition costs

498,899 

442,266 

Accrued investment income

50,588 

49,485 

Federal income tax receivable

-     

513 

Other assets

30,990 

27,375 

$

4,707,690 

4,137,247 

Note:  The condensed consolidated balance sheet at December 31, 2002, has been derived from the audited consolidated financial statements as of that date.

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

(Unaudited)

June 30,

December 31,

LIABILITIES AND STOCKHOLDERS' EQUITY

2003

2002

LIABILITIES:

Future policy benefits:

    Traditional life and annuity contracts

$

142,592 

143,877 

    Universal life and investment annuity contracts

3,766,219 

3,305,088 

Other policyholder liabilities

51,790 

43,652 

Federal income tax liability:

    Current

2,384 

-   

    Deferred

11,305 

4,746 

Other liabilities

85,715 

32,678 

Total liabilities

4,060,005 

3,530,041 

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY:

Common stock:

    Class A - $1 par value; 7,500,000 shares authorized; 3,335,967 and

    3,324,937 issued and outstanding in 2003 and 2002

3,336 

3,325 

    Class B - $1 par value; 200,000 shares authorized, issued,

    and outstanding in 2003 and 2002

200 

200 

Additional paid-in capital

27,893 

26,759 

Accumulated other comprehensive income

21,561 

9,038 

Retained earnings

594,695 

567,884 

Total stockholders' equity

647,685 

607,206 

$

4,707,690 

4,137,247 

Note:  The condensed consolidated balance sheet at December 31, 2002, has been derived from the audited consolidated financial statements as of that date.

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Three Months Ended June 30, 2003 and 2002
(Unaudited)
(In thousands, except per share amounts)

2003

2002

Premiums and other revenue:

    Life and annuity premiums

$

3,610 

3,508 

    Universal life and investment annuity contract revenues

19,318 

19,198 

    Net investment income

76,267 

55,973 

    Other income

1,657 

1,553 

    Realized gains (losses) on investments

392 

(8,460)

Total premiums and other revenue

101,244 

71,772 

Benefits and expenses:

    Life and other policy benefits

8,359 

7,266 

    Amortization of deferred policy acquisition costs

11,754 

9,411 

    Universal life and investment annuity contract interest

46,038 

32,673 

    Other operating expenses

9,739 

8,999 

Total benefits and expenses

75,890 

58,349 

Earnings before Federal income taxes

25,354 

13,423 

Provision (benefit) for Federal income taxes:

    Current

7,787 

5,906 

    Deferred

482 

(1,291)

Total Federal income taxes

8,269 

4,615 

Net earnings

$

17,085 

8,808 

Basic Earnings Per Share

$

4.84 

2.50 

Diluted Earnings Per Share

$

4.82 

2.47 

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Six Months Ended June 30, 2003 and 2002
(Unaudited)
(In thousands, except per share amounts)

2003

2002

Premiums and other revenue:

    Traditional life and annuity premiums

$

7,085 

6,882 

    Universal life and investment annuity contract revenues

39,424 

36,982 

    Net investment income

135,130 

114,271 

    Other income

3,374 

3,344 

    Realized losses on investments

(6,317)

(8,406)

Total premiums and other revenue

178,696 

153,073

Benefits and expenses:

    Life and other policy benefits

20,154 

14,370 

    Amortization of deferred policy acquisition costs

20,237 

19,632 

    Universal life and investment annuity contract interest

79,075 

69,646 

    Other operating expenses

19,133 

17,548 

Total benefits and expenses

138,599 

121,196 

Earnings before Federal income taxes

40,097 

31,877 

Provision (benefit) for Federal income taxes:

    Current

13,456 

12,898 

    Deferred

(170)

(2,063)

Total Federal income taxes

13,286 

10,835 

Net earnings

$

26,811 

21,042 

Basic Earnings Per Share

$

7.60 

5.98 

Diluted Earnings Per Share

$

7.56 

5.92 

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2003 and 2002
(Unaudited)
(In thousands)

2003

2002

Net earnings

$

17,085 

8,808 

Other comprehensive income net of effects of

   deferred policy acquisition costs and taxes:

    Net unrealized gains (losses) on securities:

        Net unrealized holding gains arising during period

7,265 

1,815 

        Reclassification adjustment for losses (gains) included in net earnings

(250)

5,631 

        Amortization of net unrealized losses

            related to transferred securities

12 

14 

        Unrealized losses on securities transferred during period

            from held to maturity to available for sale

-     

(946)

        Net unrealized gains on securities

7,027 

6,514 

    Foreign currency translation adjustments

(21)

(25)

    Minimum pension liability adjustment

-     

(273)

Other comprehensive income

7,006 

6,216 

Comprehensive income

$

24,091 

15,024 

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2003 and 2002
(Unaudited)
(In thousands)

2003

2002

Net earnings

$

26,811 

21,042 

Other comprehensive income, net of effects of

   deferred policy acquisition costs and taxes:

    Net unrealized gains (losses) on securities:

        Net unrealized holding gains (losses) arising during period

8,707 

(184)

        Reclassification adjustment for losses included in net earnings

3,524 

5,652 

        Amortization of net unrealized losses

            related to transferred securities

234 

24 

        Unrealized losses on securities transferred during period

            from held to maturity to available for sale

-     

(1,012)

        Net unrealized gains on securities

12,465 

4,480 

    Foreign currency translation adjustments

58 

Other comprehensive income

12,523 

4,487 

Comprehensive income

$

39,334 

25,529 

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 2003 and 2002
(Unaudited)
(In thousands)

2003

2002

Common stock:

    Balance at beginning of year

$

3,525 

3,515 

    Shares exercised under stock option plan

11 

10 

Balance at end of period

3,536 

3,525 

Additional paid-in capital:

    Balance at beginning of year

26,759 

25,921 

    Increase related to stock option plan

1,134 

838 

Balance at end of period

27,893 

26,759 

Accumulated other comprehensive income (loss):

    Unrealized gains on securities:

        Balance at beginning of year

8,324 

2,409 

        Change in unrealized gains during period

12,465 

4,480 

        Balance at end of period

20,789 

6,889 

    Foreign currency translation adjustments:

        Balance at beginning of year

3,249 

3,037 

        Change in translation adjustments during period

58 

        Balance at end of period

3,307 

3,044 

    Minimum pension liability adjustment:

        Balance at beginning of year

(2,535)

(1,312)

        Change in minimum pension liability adjustment during period

-     

-     

    Balance at end of period

(2,535)

(1,312)

Accumulated other comprehensive income at end of period

21,561 

8,621 

Retained earnings:

    Balance at beginning of year

567,884 

525,818 

    Net earnings

26,811 

21,042 

Balance at end of period

594,695 

546,860 

Total stockholders' equity

$

647,685 

585,765 

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2003 and 2002
(Unaudited)
(In thousands)

2003

2002

Cash flows from operating activities:

    Net earnings

$

26,811 

21,042 

    Adjustments to reconcile net earnings to net cash

    from operating activities:

        Universal life and investment annuity contract interest

79,075 

69,646 

        Surrender charges and other policy revenues

(13,100)

(14,711)

        Realized losses on investments

6,317 

8,406 

        Accrual and amortization of investment income

(5,637)

(2,864)

        Depreciation and amortization

668 

664 

        Decrease (increase) in value of index options

(9,791)

1,406 

        Increase in deferred policy acquisition costs

(69,549)

(16,991)

        Decrease (increase) in accrued investment income

(1,103)

469 

        Decrease (increase) in other assets

(4,265)

878 

        Decrease in liabilities for future policy benefits

(1,109)

(1,184)

        Increase in other policyholder liabilities

8,138 

3,547 

        Increase (decrease) in Federal income tax liability

3,012 

(6,418)

        Increase in other liabilities

27,072 

3,503 

        Other

1,701 

(539)

Net cash provided by operating activities

48,240 

66,854

Cash flows from investing activities:

    Proceeds from sales of:

        Securities held to maturity

1,970 

-    

        Securities available for sale

21,031 

20,157 

        Other investments

6,405 

9,099 

    Proceeds from maturities and redemptions of:

        Securities held to maturity

285,723 

108,392 

        Securities available for sale

72,695 

35,155 

    Purchases of:

        Securities held to maturity

(506,127)

(152,350)

        Securities available for sale

(281,278)

(74,681)

        Other investments

(8,437)

(14,738)

    Principal payments on mortgage loans

28,470 

16,041 

    Cost of mortgage loans acquired

(13,522)

(7,791)

    Decrease in policy loans

2,619 

2,699 

    Other

(436)

(412)

Net cash used in investing activities

(390,887)

(58,429)

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
For the Six Months Ended June 30, 2003 and 2002
(Unaudited)
(In thousands)

2003

2002

Cash flows from financing activities:

    Deposits to account balances for universal life

        and investment annuity contracts

$

545,617 

184,962 

    Return of account balances on universal life

        and investment annuity contracts

(172,018)

(163,046)

    Issuance of common stock under stock option plan

668 

686 

Net cash provided by financing activities

374,267 

22,602 

Effect of foreign exchange

(15)

(28)

Net increase in cash and short-term investments

31,605 

30,999 

Cash and short-term investments at beginning of year

85,544 

10,203 

Cash and short-term investments at end of period

$

117,149 

41,202 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the six month period for:

   Interest

$

24 

54 

   Income taxes

10,200 

16,600 

See accompanying notes to condensed consolidated financial statements.

NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
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 accounting principles generally accepted in the United States of America (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 the Company as of June 30, 2003, and the results of its operations and its cash flows for the three months and six months ended June 30, 2003 and 2002. The results of operations for the three months and six months ended June 30, 2003 and 2002 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report of Form 10-K for the year ended December 31, 2002, accessible free of charge through the Company's internet site at www.nationalwesternlife.com or the Securities and Exchange Commission internet site at www.sec.gov.

The accompanying condensed consolidated financial statements include the accounts of National Western Life Insurance Company and its wholly-owned subsidiaries (the Company), The Westcap Corporation (Westcap), NWL Investments, Inc., NWL Properties, Inc., NWL 806 Main, Inc., NWL Services, Inc., and NWL Financial, Inc. All significant intercorporate transactions and accounts have been eliminated in consolidation.

Certain reclassifications have been made to the prior periods to conform to the reporting categories used in 2003.


(2)  CHANGES IN ACCOUNTING PRINCIPLES

Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation establishes financial accounting and reporting standards for stock-based employee compensation plans. It defines a fair value based method of accounting for employee stock options or similar equity instruments. However, it also allows an entity to continue to measure compensation cost for plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees.

In December, 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This statement amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 is effective for fiscal years ending after December 15, 2002.

The Company historically applied APB 25 to stock option grants which resulted in no compensation expense being recognized. Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No. 123 utilizing the modified prospective method of adoption provided under SFAS No. 148. Under this method, stock-based employee compensation cost recognized in 2003 is the same as that which would have been recognized had the fair value recognition provisions of SFAS No. 123 been applied to all awards granted by the Company. The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding and unvested awards in each period.

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands except per share amounts)

Net earnings:

  As reported

$

17,085 

8,808 

26,811 

21,042 

  Add: Stock-based compensation

    expense included in reported net

    income, net of related tax effects

94 

-     

195 

-     

  Deduct: Total stock-based

    compensation expense

    determined under fair value based

    method for all awards, net of

    related tax effects

(94)

(129)

(195)

(270)

    Pro forma net income

$

17,085 

8,679 

26,811 

20,772 

Basic earnings per share:

    As reported

$

4.84 

2.50 

7.60 

5.98 

    Pro forma

$

4.84 

2.46 

7.60 

5.90 

Diluted earnings per share:

    As reported

$

4.82 

2.47 

7.56 

5.92 

    Pro forma

$

4.82 

2.45 

7.56 

5.86 

 

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. The statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. The statement is generally effective for contracts entered into or modified after June 30, 2003. The Company is evaluating the impact of this statement and does not believe that it will have a material impact on its financial results.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within the scope of SFAS No. 150 as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. SFAS No. 150 is generally effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company is evaluating the impact of this statement and does not believe that it will have a material impact on its financial results.


(3)  STOCKHOLDERS' EQUITY

The Company 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 Company paid no cash dividends on common stock during the six months ended June 30, 2003 and 2002, as it follows a policy of retaining any earnings in order to finance the development of business and to meet regulatory requirements for capital.


(4)  EARNINGS PER SHARE

Basic earnings per share of common stock are computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of common shares applicable to stock options. Refer to Exhibit 11 of this report for further information concerning the computation of earnings per share.


(5)  SEGMENT AND OTHER OPERATING INFORMATION

Under Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures About Segments of an Enterprise and Related Information, the Company defines its reportable operating segments as domestic life insurance, international life insurance, and annuities. These segments are organized based on product types and geographic marketing areas.

The Company evaluates segment performance based on after tax segment earnings excluding the effect of net realized investment gains and losses. While these items may be significant components in understanding and assessing the Company's consolidated financial performance, the presentation of segment earnings enhances the understanding of results of operations by highlighting net income attributable to the normal, recurring operations of each segment.

A summary of segment information for the quarters ended June 30, 2003 and 2002 and for the three and six months there ended is provided below. A reconciliation of segment information to GAAP reported classifications follows the segment analysis in this note.

Selected Segment Information:

Domestic

International

Life

Life

All

Insurance

Insurance

Annuities

Others

Totals

(In thousands)

June 30, 2003:

Selected Balance Sheet Items:

Deferred policy acquisition

   costs

$

52,309 

119,415 

327,175 

-    

498,899 

Total segment assets

369,008 

496,775 

3,753,876 

74,541 

4,694,200 

Future policy benefits

301,698 

351,235 

3,255,878 

-    

3,908,811 

Other policyholder liabilities

9,689 

12,254 

29,847 

-    

51,790 

Three Months Ended

June 30, 2003:

Condensed Income Statements:

Premiums and contract

   revenues

$

5,848 

13,000 

4,080 

-    

22,928 

Net investment income

5,186 

5,887 

62,586 

2,608 

76,267 

Other income

28 

(11)

1,635 

1,657 

    Total revenues

11,039 

18,915 

66,655 

4,243 

100,852 

Policy benefits

4,509 

3,390 

460 

-    

8,359 

Amortization of deferred

   policy acquisition costs

2,574 

1,221 

7,959 

-    

11,754 

Universal life and investment

   annuity contract interest

2,157 

4,856 

39,025 

-    

46,038 

Other operating expenses

2,937 

2,904 

2,500 

1,398 

9,739 

Federal income

   taxes (benefits)

(363)

2,147 

5,408 

940 

8,132 

    Total expenses

11,814 

14,518 

55,352 

2,338 

84,022 

Segment earnings (losses)

$

(775)

4,397 

11,303 

1,905 

16,830 

Domestic

International

Life

Life

All

Insurance

Insurance

Annuities

Others

Totals

(In thousands)

Six Months Ended

June 30, 2003:

Condensed Income Statements:

Premiums and contract

   revenues

$

11,665 

26,006 

8,838 

-    

46,509 

Net investment income

10,691 

11,631 

109,393 

3,415 

135,130 

Other income

16 

37 

29 

3,292 

3,374 

    Total revenues

22,372 

37,674 

118,260 

6,707 

185,013 

Policy benefits

9,099 

8,755 

2,300 

-    

20,154 

Amortization of deferred

   policy acquisition costs

5,899 

3,578 

10,760 

-    

20,237 

Universal life and investment

   annuity contract interest

4,525 

8,638 

65,912 

-    

79,075 

Other operating expenses

5,740 

6,095 

4,472 

2,826 

19,133 

Federal income

   taxes (benefits)

(965)

3,542 

11,624 

1,296 

15,497 

    Total expenses

24,298 

30,608 

95,068 

4,122 

154,096 

Segment earnings (losses)

$

(1,926)

7,066 

23,192 

2,585 

30,917 

 

Selected Segment Information:

Domestic

International

Life

Life

All

Insurance

Insurance

Annuities

Others

Totals

(In thousands)

June 30, 2002:

Selected Balance Sheet Items:

Deferred policy acquisition

   costs

$

61,397 

94,737 

257,352 

-   

413,486 

Total segment assets

378,609 

439,657 

3,042,892 

58,439 

3,919,597 

Future policy benefits

300,059 

326,113 

2,635,088 

-   

3,261,260 

Other policyholder liabilities

9,662 

10,952 

21,588 

-   

42,202 

Three Months Ended

June 30, 2002:

Condensed Income Statements:

Premiums and contract

   revenues

$

6,008 

11,800 

4,898 

-   

22,706 

Net investment income

6,021 

5,972 

41,423 

2,557 

55,973 

Other income

15 

107 

1,424 

1,553 

    Total revenues

12,044 

17,779 

46,428 

3,981 

80,232 

Policy benefits

3,573 

3,147

546 

-   

7,266 

Amortization of deferred

   policy acquisition costs

3,029 

1,950 

4,432 

-   

9,411 

Universal life and investment

   annuity contract interest

2,352 

4,161 

26,160 

-   

32,673 

Other operating expenses

2,999 

2,234 

2,414 

1,352 

8,999 

Federal income taxes

41 

2,168 

4,464 

903 

7,576 

    Total expenses

11,994 

13,660 

38,016 

2,255 

65,925 

Segment earnings

$

50 

4,119 

8,412 

1,726 

14,307 

 

Domestic

International

Life

Life

All

Insurance

Insurance

Annuities

Others

Totals

(In thousands)

Six Months Ended

June 30, 2002:

Condensed Income Statements:

Premiums and contract

   revenues

$

11,712 

22,619 

9,533 

-   

43,864 

Net investment income

11,831 

11,838 

87,469 

3,133 

114,271 

Other income

27 

13 

420 

2,884 

3,344 

    Total revenues

23,570 

34,470 

97,422 

6,017 

161,479 

Policy benefits

7,244 

6,144 

982 

-   

14,370 

Amortization of deferred

   policy acquisition costs

4,032 

5,613 

9,987 

-   

19,632 

Universal life and investment

   annuity contract interest

4,808 

8,321 

56,517 

-   

69,646 

Other operating expenses

5,523 

4,607 

4,796 

2,622 

17,548 

Federal income taxes

671 

3,347 

8,598 

1,161 

13,777 

    Total expenses

22,278 

28,032

80,880 

3,783 

134,973 

Segment earnings

$

1,292 

6,438 

16,542 

2,234 

26,506 


Reconciliations of segment information to the Company's condensed consolidated financial statements are provided below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Premiums and Other Revenue:

Premiums and contract revenues

$

22,928 

22,706 

46,509 

43,864 

Net investment income

76,267 

55,973 

135,130 

114,271 

Other income

1,657 

1,553 

3,374 

3,344 

Total Segment Revenues

100,852 

80,232 

185,013 

161,479 

Realized gains (losses) on

   investments

392 

(8,460)

(6,317)

(8,406)

Total consolidated premiums and

   other revenue

$

101,244 

71,772 

178,696 

153,073 

 

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Federal Income Taxes:

Total segment Federal income taxes

$

8,132 

7,576 

15,497 

13,777 

Taxes (benefits) on realized gains

   (losses) on investments

137 

(2,961)

(2,211)

(2,942)

Total consolidated Federal

   income taxes

$

8,269 

4,615 

13,286 

10,835 

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Net Earnings:

Total segment earnings

$

16,830 

14,307 

30,917 

26,506 

Realized gains (losses) on

   investments, net of taxes

255 

(5,499)

(4,106)

(5,464)

Total consolidated net earnings

$

17,085 

8,808 

26,811 

21,042 

 

June 30,

2003

2002

(In thousands)

Assets:

Total segment assets

$

4,694,200 

3,919,597 

Other unallocated assets

13,632 

11,383 

Total consolidated assets

$

4,707,832 

3,930,980 


(6)  LEGAL PROCEEDINGS

The Company is involved or may become involved in various legal actions, in the normal course of business, in which claims for alleged economic and punitive damages have been or may be asserted, some for substantial amounts. Although there can be no assurances, at the present time, the Company does not anticipate that the ultimate liability arising from potential, pending or threatened legal actions, after consideration of amounts provided for in the Company's financial statements, will have a material adverse effect on the financial condition or operating results of the Company.

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Insurance Operations - Domestic

The Company is currently licensed to do business in all states except for New York and New Hampshire. Products marketed are annuities, universal life insurance, and traditional life insurance, which include both term and whole life products. The majority of domestic sales are the Company's annuities, which include single and flexible premium deferred annuities, single premium immediate annuities, and equity-indexed annuities. Most of these annuities can be sold as tax qualified or nonqualified products. At June 30, 2003, the Company maintained approximately 107,300 annuity policies in force.

National Western markets and distributes its domestic products primarily through independent marketing organizations (IMOs). These IMOs assist the Company in recruiting, contracting, and managing independent agents. The Company currently has approximately 90 IMOs contracted who in turn have contracted 9,300 independent agents with the Company. Roughly 34% of these contracted agents have submitted policy applications to the Company in the past twelve months.

Insurance Operations - International

The Company's international operations focus on foreign nationals in upper socioeconomic classes. Insurance products are issued primarily to residents of countries in Central and South America, the Caribbean, and the Pacific Rim. Issuing policies to residents of countries in these different regions provides diversification that helps to minimize large fluctuations that could arise due to various economic, political, and competitive pressures that may occur from one country to another. Products issued to international residents are almost entirely universal life and traditional life insurance products. However, certain investment contracts are also available. At June 30, 2003, the Company had approximately 57,000 international life insurance policies in force representing approximately $9.5 billion in face amount of coverage.

International applications are submitted by independent contractor broker-agents. The Company has approximately 4,300 independent international brokers currently contracted, over 48% of which have submitted policy applications to the Company in the past twelve months.

There are some inherent risks of accepting international applications which are not present within the domestic market that are reduced substantially by the Company in several ways. As previously described, the Company accepts applications from foreign nationals in upper socioeconomic classes who have substantial financial resources. This targeted customer base coupled with National Western's conservative underwriting practices have historically resulted in claims experience, due to natural causes, similar to that in the United States. The Company minimizes exposure to foreign currency risks by requiring payment of premiums, claims and other benefits almost entirely in United States dollars. Finally, the Company's nearly forty years of experience with the international products and its longstanding independent broker-agents relationships further serve to minimize risks.

SALES

Life Insurance


The following table sets forth information regarding the Company's life insurance sales activity as measured by annualized first year premiums. While the figures shown below are in accordance with industry practice and represent the amount of new business sold during the periods indicated, they are considered a non-GAAP financial measure. The Company believes sales are a measure of distribution productivity and are a leading indicator of future revenue trends. However, revenues are driven by sales in prior periods as well as in the current period and therefore, a reconciliation of sales to revenues is not meaningful or determinable.

   

Three Months Ended June 30,

 

Six Months Ended June 30,

   

2003

 

2002

 

2003

 

2002

   

(In thousands)

International:

               

Universal life

$

3,801

 

3,896

 

7,798

 

8,545

Traditional life

 

568

 

369

 

1,122

 

883

Equity-indexed life

 

2,393

 

2,418

 

4,672

 

2,891

   

6,762

 

6,683

 

13,592

 

12,319

Domestic:

               

Universal life

 

400

 

425

 

650

 

1,017

Traditional life

 

69

 

136

 

157

 

205

   

469

 

561

 

807

 

1,222

                 

Totals

$

7,231

 

7,244

 

14,399

 

13,541

Life insurance sales as measured by annualized first year premiums increased 6% in the first six months of 2003 as compared to 2002. During the first quarter of 2002, the Company developed for sale its first equity-indexed universal life (EIUL) insurance product. The EIUL product offers a stated death benefit with inside cash value accumulation based either upon a fixed interest rate or a rate of return indexed to the performance of the Standard & Poor's 500 Index®. The product has been very successful since its introduction and accounted for approximately 32% of total life sales year-to-date in 2003.

The Company experienced tremendous growth in international life insurance sales in 2002 increasing 130% over the prior year. Given the substantial increase in the level of sales in 2002, the Company expects 2003 sales increases to be much more modest. Applications submitted from residents of South America and the Pacific Rim have historically been the majority of international life insurance sales. During the second quarter of 2003, the Company began accepting applications submitted from residents of Eastern European countries and expects this to be a new area of growth for the Company.

Domestic operations have generally focused more heavily on annuity sales than on life insurance sales. The Company has initiated a revamping of its domestic life operations by changing the way it contracts distribution for life business, retooling and repricing products, eliminating products and distribution that have not contributed significantly to earnings, and creating new and competitive products. This has had the short-term effect of reducing sales, particularly with respect to universal life products. The Company has focused its recruitment of independent distribution toward life insurance sellers in an effort to begin building up this segment of business.

The following table sets forth information regarding the Company's life insurance in force for each date presented:

Insurance In Force as of June 30,

2003

2002

($ in thousands)

Universal life:

  Number of policies

87,780

85,810

  Face amounts

$

8,595,100

8,050,700

Traditional life:

  Number of policies

61,050

63,910

  Face amounts

$

1,408,550

1,131,860

Equity-indexed life:

  Number of policies

5,470

1,140

  Face amounts

$

1,020,970

218,010

Rider face amounts

$

1,262,890

1,132,880

Total life insurance:

  Number of policies

154,300

150,860

  Face amounts

$

12,287,510

10,533,450

Annuities

The following table sets forth information regarding the Company's annuity sales activity as measured by single and annualized first year premiums. Similar to life insurance sales, these figures are considered a non-GAAP financial measure but are shown in accordance with industry practice and depict the Company's sales productivity.

   

Three Months Ended June 30,

 

Six Months Ended June 30,

   

2003

 

2002

 

2003

 

2002

   

(In thousands)

                 

Equity-indexed annuities

$

115,420

 

10,657

 

153,374

 

20,122

Other deferred annuities

 

231,469

 

74,678

 

355,521

 

138,519

Immediate annuities

 

12,527

 

4,975

 

20,041

 

9,881

                 

Totals

$

359,416

 

90,310

 

528,936

 

168,522

Annuity sales as measured by single and annualized first year placed premium increased nearly 298% in the second quarter of 2003 over the comparable period in 2002. Year-to-date, annuity sales were over three times the level in the first six months of 2002. The Company's core portfolio of fixed rate single premium deferred annuity (SPDA) products experienced substantial increases as the combination of poorly performing equity markets along with a low interest rate setting served to create a favorable environment for these products. In addition to increases from existing and longstanding distribution, the Company has also been actively recruiting new independent distributors many of who were attracted to the Company's annuity portfolio of products.

Sales of equity-indexed annuities have been at lower levels for several years given the volatility and poor performance of the stock market. However, there has been a resurgence of interest in these products as many annuity purchasers perceive that equity markets have established a bottom level. The Company also released a new series of equity-indexed annuity products toward the end of the first quarter and believes that these products will generate incremental sales in 2003.

A challenge in a low interest environment is to maintain product profitability through careful management of investment spread, or the difference between what the Company earns on its investments backing product obligations versus the interest it pays to contractholders. State nonforfeiture laws mandate minimum interest rates that are guaranteed in annuity products sold, therefore, this is an area of increasing concern to the life insurance industry. In response to declining rate levels, carriers have been rapidly decreasing the rates credited to annuity policies while fast approaching the minimum interest rate guarantee levels. To protect or maintain profitability, many carriers have ceased selling certain products and cut commission levels paid to agents. The Company has been able to maintain its investment spread and meet profit targets in the midst of this environment although certain products have been removed from its portfolio and modest commission reductions have been implemented.

State regulators have been attentive to the current environment by revising the laws prescribing minimum interest rates guaranteed in products to provide for the lower interest rate levels. The Company has been proactive in reducing minimum interest rate guarantees in new products developed anticipating the current economic scenario and is continuing to develop additional products for sale which incorporate the recently revised regulations with respect to minimum interest rate levels.

The following table sets forth information regarding annuities in force for each date presented:

Annuities In Force as of June 30,

2003

2002

($ in thousands)

Equity-indexed annuities

  Number of policies

11,020

8,710

  GAAP annuity reserves

$

562,680

399,320

Other deferred annuities

  Number of policies

83,660

78,060

  GAAP annuity reserves

$

2,451,590

1,993,350

Immediate annuities

  Number of policies

12,600

13,250

  GAAP annuity reserves

$

238,580

239,290

Total annuities

  Number of policies

107,280

100,020

  GAAP annuity reserves

$

3,252,850

2,631,960

RESULTS OF OPERATIONS

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In addition, the Company regularly evaluates operating performance using non-GAAP financial measures which exclude or segregate index options and realized investment gains and losses from operating revenues and earnings. Similar measures are commonly used in the insurance industry in order to assess profitability and results from ongoing operations. The Company believes that the presentation of these non-GAAP financial measures enhances the understanding of the Company's results of operations by highlighting the results from ongoing operations and the underlying profitability factors of the Company's business. The Company excludes or segregates index options and realized investment gains and losses because such items are often the result of events which may or may not be at the Company's discretion and the fluctuating effects of these items could distort trends in the underlying profitability of the Company's business. Therefore, in the following sections discussing consolidated operations and segment operations appropriate reconciliations have been included to report information management considers useful in enhancing an understanding of the Company's operations to reportable GAAP reflected in the financial statements.

Consolidated Operations

Revenues: The following details Company revenues:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Universal life and annuity

   product charges

$

19,318 

19,198 

39,424 

36,982 

Traditional life premiums

3,610 

3,508 

7,085 

6,882 

Net investment income

   excluding index options

66,995 

62,962 

130,322 

123,496 

Other revenue

1,657 

1,553 

3,374 

3,344 

Operating Revenues

91,580 

87,221 

180,205 

170,704 

Index option gains (losses)

9,272 

(6,989)

4,808 

(9,225)

Realized gains (losses)

    on investments

392 

(8,460)

(6,317)

(8,406)

Total Revenues

$

101,244 

71,772 

178,696 

153,073 

Revenues for universal life and annuity products consist of policy charges for the cost of insurance, administration charges, and surrender charges assessed against policyholder account balances. Sales, primarily of international universal life products, have remained strong during the first six months of 2003 resulting in revenues in the form of cost of insurance charges which were $27.1 million compared to $24.1 million for the six months ended June 30, 2003 and 2002, respectively. Surrender charge revenue decreased from $11.4 million to $10.2 million for the six months ended 2002 compared to 2003 reflecting improved policy persistency.

Traditional life insurance premiums for products such as whole life and term life are recognized as revenues over the premium-paying period. These are product lines the Company has been de-emphasizing in favor of interest sensitive products.

A detail of net investment income is provided below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Gross investment income:

    Debt securities

$

57,206 

53,945 

113,901 

107,835 

    Mortgage loans

4,732 

3,893 

8,469 

7,871 

    Policy loans

1,731 

1,757 

3,511 

3,662 

    Other investment income

3,826 

3,645 

5,420 

4,807 

Total investment income

67,495 

63,240 

131,301 

124,175 

Investment expenses

500 

278 

979 

679 

Net investment income

    (excluding index options)

66,995 

62,962 

130,322 

123,496 

Index options gains (losses)

9,272 

(6,989)

4,808 

(9,225)

Net investment income

$

76,267 

55,973 

135,130 

114,271 

Net investable cash flow is primarily invested in investment grade debt securities. With the steady decline in interest rate levels that began in 2001, this has been even more the case as the market for mortgage loans fell below the Company's required yield levels for this type of investment and fewer policyholders opted to borrow against their policy values. Mortgage loan investment income for the three and six months periods ended June 30, 2003 include $0.8 million of interest and fees relating to a mortgage loan assignment and assumption.

Net investment income performance is summarized as follows:

Six Months Ended June 30,

2003

2002

(In thousands except percentages)

Excluding index options:

Net investment income

$

130,322  

123,496  

Average invested assets, at amortized cost

$

3,763,025  

3,372,227  

Annual yield on average invested assets

6.93%

7.32%

Including index options:

Net investment income

$

135,130  

114,271  

Average invested assets, at amortized cost

$

3,770,084  

3,385,479  

Annual yield on average invested assets

7.17%

6.75%

Other revenue primarily pertains to the Company's operations involving a nursing home. Revenues associated with this operation were $1.6 million and $1.4 million for the three months ended June 30, 2003 and 2002, respectively, and $3.3 million and $2.9 million for the six months ended June 30, 2003 and 2002, respectively.

Index options are derivative financial instruments used to hedge the equity return component of the Company's equity-indexed products which were first introduced for sale in 1997. In 2002, the Company began selling an equity-indexed universal life product. Any gains or losses from the sale or expiration of the options, as well as period-to-period changes in fair values, are reflected as a component of net investment income. However, increases or decreases in income from these options are substantially offset by corresponding increases or decreases in amounts paid to equity-indexed policyholders.

Index options gained in value as the S&P 500 Index® performance showed marked improvement over the previous quarters in 2003 and 2002. The quarter ending June 30, 2003 reported a gain of $9.3 million compared to a loss of $7.0 million for the quarter ending June 30, 2002. The comparable six month amounts were $4.8 million gain and $9.2 million loss for June 30, 2003 and 2002, respectively. Index options are intended to act as hedges to match closely the returns on the S&P 500 Index®. With the increase in this index, the index option values likewise increased. While income from index options increased, the contract interest expense for the Company's equity-indexed products was also substantially increased.

Realized losses of $6.3 million reported in the first six months of 2003 are primarily due to other-than-temporarily impaired writedowns on several bond holdings. Writedowns were also recorded in June 2002 resulting in a realized loss of $8.4 million at quarter end June 30, 2002. These writedowns were due to securities issuers having deteriorating operating trends, decreases in debt ratings, or other various operational and economic factors that became evident in the reporting period. No other-than-temporary impairment writedowns occurred in the second quarter of 2003.

Benefits and Expenses:  The following details benefits and expenses:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Policy benefits

$

8,359 

7,266 

20,154 

14,370 

Amortization of deferred policy

   acquisition costs

11,754 

9,411 

20,237 

19,632 

Universal life and annuity

   contract interest

46,038 

32,673 

79,075 

69,646 

Other operating expenses

9,739 

8,999 

19,133 

17,548 

Totals

$

75,890 

58,349 

138,599 

121,196 

Policy benefits increased in 2003 with the Company reporting $6.6 million of death claims compared to $5.0 million for the same three months ended in 2002. Six month figures reflected $14.6 million and $10.2 million for 2003 and 2002, respectively. The Company's mortality experience over the past five years has generally been consistent with its product pricing assumptions.

Life insurance companies are required to defer certain expenses associated with acquiring new business. The majority of these acquisition expenses consist of commissions paid to agents, underwriting costs, and certain marketing expenses and sales inducements. Effective January 1, 2003 the Company began deferring sales inducements in the form of first year interest bonuses that are directly related to the production of new annuity business. These charges are commonly deferred and amortized by insurers using the same methodology and assumptions used to amortize other capitalized acquisitions costs. Recognition of these deferred policy acquisition costs in the financial statements is to occur over future periods in relation to the emergence of profits priced into the products sold. This emergence of profits is based upon assumptions regarding premium payment patterns, mortality, persistency, investment performance, and expense patterns. Companies are required to review these assumptions periodically to ascertain whether actual experience has deviated significantly from that assumed. If it is determined that a significant deviation has occurred, the emergence of profit patterns is to be "unlocked" and reset based upon the actual experience. In the second quarter of 2003 the Company increased its amortization of deferred policy acquisition costs pertaining to its annuity line of business in anticipation that low interest rate levels would effect the emergence of profits in the future.

The Company closely monitors its credited interest rates on interest sensitive policies, taking into consideration such factors as profitability goals, policyholder benefits, product marketability, and economic market conditions. As market interest rates fluctuate, the Company's credited interest rates are often adjusted accordingly taking into consideration other factors as described above. Raising policy credited rates can typically have more immediate impact than higher market rates on the Company's investment portfolio yield, making it more difficult to maintain the current interest spread. The difference between yields earned over policy credited rates is often referred to as the interest spread.

Contract interest also includes the performance of the equity-index component of the Company's equity-indexed products. As previously noted, the recent market performance of these equity-index features increased contract interest expenses while also increasing the Company's investment income given the hedge nature of the options purchased for these products. Excluding equity-indexed products, the Company's average credited rate on annuity products was approximately 4.1% and 5.4% in the first six months of 2003 and 2002, respectively. The average credited rate for interest sensitive life products approximated 5.0% and 5.5% in the first six months of 2003 and 2002, respectively.

Other operating expenses consist of general administrative expenses, licenses and fees, commissions not subject to deferral, and expenses of operations involving a nursing home. The nursing home expenses were $1.4 million for the second quarters of 2003 and 2002 and $2.8 million and $2.6 million in the first six months of 2003 and 2002, respectively. Excluding nursing home operations expenses, other operating expenses that vary with the amount of new business have increased given significantly higher levels of submitted policy applications.

Federal Income Taxes: Federal income taxes on earnings from continuing operations reflect effective tax rates of 33.1% and 34.0% for the first six months of 2003 and 2002, respectively, which are lower than the expected Federal rate of 35%. The effective tax rate is lower than the Federal rate of 35% primarily due to tax-exempt investment income related to municipal securities and dividends-received deductions on income from stocks.

Segment Operations

Summary of Segment Earnings

The Company evaluates segment performance based on after tax segment earnings excluding the effect of net realized investment gains and losses. While these items may be significant components in understanding and assessing the Company's consolidated financial performance, the presentation of segment earnings enhances the understanding of results of operations by highlighting net income attributable to the normal, recurring operations of each segment.

A summary of segment earnings (losses) for the three months and six months ended June 30, 2003 and 2002 is provided below. The segment earnings exclude realized gains and losses on investments, net of taxes.

Domestic

International

Life

Life

All

Insurance

Insurance

Annuities

Others

Totals

(In thousands)

Three months ended:

   June 30, 2003

$

(775)

4,397 

11,303 

1,905 

16,830 

   June 30, 2002

$

50 

4,119 

8,412 

1,726 

14,307 

Six months ended:

   June 30, 2003

$

(1,926)

7,066 

23,192 

2,585 

30,917 

   June 30, 2002

$

1,292 

6,438 

16,542 

2,234 

26,506 

Domestic Life Insurance Operations

A comparative analysis of results of operations for the Company's domestic life insurance segment is detailed below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Premiums and other revenue:

    Premiums and contract revenues

$

5,848 

6,008 

11,665 

11,712 

    Net investment income

5,186 

6,021 

10,691 

11,831 

    Other income

15 

16 

27 

Total premiums and other revenue

11,039 

12,044 

22,372 

23,570 

Benefits and expenses:

    Policy benefits

4,509 

3,573 

9,099 

7,244 

    Amortization of deferred policy

       acquisition costs

2,574 

3,029 

5,899 

4,032 

    Universal life insurance contract

       interest

2,157 

2,352 

4,525 

4,808 

    Other operating expenses

2,937 

2,999 

5,740 

5,523 

Total benefits and expenses

12,177 

11,953 

25,263 

21,607 

Segment earnings (losses) before

    Federal income taxes

(1,138)

91 

(2,891)

1,963 

Provision (benefit) for

    Federal income taxes

(363)

41 

(965)

671 

Segment earnings (losses)

$

(775)

50 

(1,926)

1,292 

Revenues from domestic life insurance operations include life insurance premiums on traditional type products and revenues from universal life insurance. Revenues from traditional products are simply premiums collected, while revenues from universal life insurance consist of policy charges for the cost of insurance, policy administration fees, and surrender charges assessed during the period. A comparative detail of premiums and contract revenues is provided below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Universal life insurance revenues

$

3,964 

4,198 

7,960 

8,061 

Traditional life insurance premiums

2,085 

2,045 

4,065 

4,108 

Reinsurance premiums

(201)

(235)

(360)

(457)

Totals

$

5,848 

6,008 

11,665

11,712 

The Company's U.S. operations have historically emphasized annuity product sales over life product sales. Consequently, domestic life revenues have been declining for several years. However, it is the Company's goal to increase domestic life product sales and to continue to attract new sources of distribution.

Segment earnings have generally declined as the block of business has contracted and resulted in a segment loss of $1.9 million for the first six months of 2003 compared to a gain of $1.3 million for the same period in 2002. The face amount of domestic life insurance in force has declined from $2.9 billion at June 30, 2002, to $2.8 billion at December 31, 2002 and June 30, 2003. Absent the growth rates targeted by management, the block of business will continue to contract due to the normal incidence of terminations from death or surrender with lower earnings resulting. During the first six months of 2002 earnings were aided by favorable mortality experience and lower amortization amounts relating to deferred policy acquisition costs.


International Life Insurance Operations

A comparative analysis of results of operations for the Company's international life insurance segment is detailed below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Premiums and other revenue:

    Premiums and contract revenues

$

13,000 

11,800 

26,006 

22,619 

    Net investment income

5,887 

5,972 

11,631 

11,838 

    Other income

28 

37 

13 

Total premiums and other revenue

18,915 

17,779 

37,674 

34,470 

Benefits and expenses:

    Policy benefits

3,390 

3,147 

8,755 

6,144 

    Amortization of deferred policy

       acquisition costs

1,221 

1,950 

3,578 

5,613 

    Universal life insurance contract

       interest

4,856 

4,161 

8,638 

8,321 

    Other operating expenses

2,904 

2,234 

6,095 

4,607 

Total benefits and expenses

12,371 

11,492 

27,066 

24,685 

Segment earnings before Federal

    income taxes

6,544 

6,287 

10,608 

9,785 

Federal income taxes

2,147 

2,168 

3,542 

3,347 

Segment earnings

$

4,397 

4,119 

7,066 

6,438 

As with domestic operations, revenues from the international life insurance segment include both premiums on traditional type products and revenues from universal life insurance. A comparative detail of premiums and contract revenues is provided below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Universal life insurance revenues

$

14,142 

12,572 

27,763 

24,198 

Traditional life insurance premiums

1,808 

1,617 

3,524 

3,074 

Reinsurance premiums

(2,950)

(2,389)

(5,281)

(4,653)

Totals

$

13,000 

11,800 

26,006 

22,619 

International operations have emphasized universal life policies over traditional life insurance products. Premiums collected on universal life products are not reflected as revenues in the Company's statements of earnings in accordance with generally accepted accounting principles. Actual universal life premiums collected are detailed below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Universal life insurance:

    First year and single premiums

$

8,515 

7,229 

17,382 

13,435 

    Renewal premiums

11,793 

10,100 

22,231 

18,251 

Totals

$

20,308 

17,329 

39,613 

31,686 

The Company's international life operations have historically been a steady performer but 2002 brought tremendous growth with the addition of new contracted distribution which began to occur in the fourth quarter of 2001. This distribution was attracted to National Western by the Company's longstanding reputation of supporting its international life products and the instability of competing companies in this area. In addition, the Company released its first equity-indexed universal life product for international life operations early in 2002 which has been well received by its independent distribution with sales approximating $4.7 million and $2.9 million for the six months ended June 30, 2003 and 2002, respectively. While the Company has enjoyed a move to higher sales levels in 2002 and 2003, management believes further sales growth levels will return to a steadier pattern in the next few years. Policy benefits for the six months ended June 30, 2003 remained above 2002 benefits expenses for the same period reflecting the substantial increases in policies in force with $8.8 million and $6.1 million reported for June 2003 and 2002, respectively. Amortization of deferred policy acquisition costs decreased during the first six months of 2003 compared to the same period in 2002 due to changes in non-guaranteed product features which will affect future gross profits on these products. Amortization relating to these costs was $3.6 million and $5.6 million for the six months ended June 30, 2003 and 2002, respectively. Other operating expenses reflect an increase for the six months from $4.6 million in 2002 to $6.1 million in 2003 due to expense reallocation adjustments based on normal review made by the Company in allocating costs by line of business.

As the international life insurance in force continues to grow, the Company anticipates operating earnings to similarly increase. The amount of international life insurance in force has grown from $7.7 billion at June 30, 2002 to $8.8 billion at December 31, 2002 to $9.5 billion at June 30, 2003.


Annuity Operations

The Company's annuity operations are almost exclusively in the United States. Although some of the Company's annuities and investment contracts are available to international residents, such sales are currently small relative to total annuity sales. A comparative analysis of results of operations for the Company's annuity segment is detailed below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Premiums and other revenue:

    Premiums and contract revenues

$

4,080 

4,898 

8,838 

9,533 

    Net investment income

62,586 

41,423 

109,393 

87,469 

    Other income (loss)

(11)

107 

29 

420 

Total premiums and other revenue

66,655 

46,428

118,260 

97,422 

Benefits and expenses:

    Policy benefits

460 

546 

2,300 

982 

    Amortization of deferred policy

       acquisition costs

7,959 

4,432 

10,760 

9,987 

    Annuity contract

       interest

39,025 

26,160 

65,912 

56,517 

    Other operating expenses

2,500 

2,414 

4,472 

4,796 

Total benefits and expenses

49,944 

33,552 

83,444 

72,282 

Segment earnings before Federal

    income taxes

16,711 

12,876 

34,816 

25,140 

Federal income taxes

5,408 

4,464 

11,624 

8,598 

Segment earnings

$

11,303 

8,412 

23,192 

16,542 

Revenues from annuity operations include primarily surrender charges and recognition of deferred revenues relating to immediate or payout annuities. A comparative detail of the components of premiums and annuity contract revenues is provided below.

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Surrender charges

$

2,802 

3,522 

6,232 

6,669 

Payout annuity and other revenues

1,267 

1,364 

2,585 

2,840 

Traditional annuity premiums

11 

12 

21 

24 

Totals

$

4,080 

4,898 

8,838 

9,533 

The Company's earnings are dependent upon annuity contracts persisting or remaining in force. While premium and contract revenues decline with a reduction in surrender charges, the Company's earnings benefit.

Deposits collected on annuity contracts are not reflected as revenues in the Company's statements of earnings in accordance with GAAP. Actual annuity deposits collected for the three months and six months ended June 30, 2003 and 2002 are detailed below:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Equity-indexed annuities

$

115,594 

12,185 

154,100 

21,712 

Other deferred annuities

234,222 

76,221 

357,770 

141,517 

Immediate annuities

12,175 

4,562 

19,162 

9,216 

$

361,991 

92,968 

531,032 

172,445 

Equity-indexed products sales typically follow the stock market in that sales are higher when confidence is high in the stock market and low if the stock market is showing poor performance. Sales of these products increased during the quarter ended June 30, 2003 over June 30, 2002 as the stock market showed signs of improvement. Since the Company does not offer variable products or mutual funds, these equity-indexed products provide an interest crediting alternative to the Company's other fixed rate annuity products.

As previously described, index options are used to hedge the equity return component of the Company's equity-indexed annuity products with any gains or losses from the sale or expiration of the options, as well as period-to-period changes in fair values, reflected in net investment income. Excluding index option income or losses from investment income in the annuity segment results in net investment income totaling $53.3 million and $48.4 million in the three months ended June 30, 2003 and 2002, respectively. For the first six months, the comparable amounts were $104.6 million and $96.7 million in 2003 and 2002, respectively. Increases from 2002 to 2003 are due to increases in the overall asset portfolio as a result of sales volume.

Other deferred annuity deposits increased significantly during the quarter ended June 30, 2003 over June 30, 2002 with $234.2 million collected as compared to $76.2 million. For the first six months, comparable amounts were $357.8 million and $141.5 million in 2003 and 2002, respectively. Fixed-rate annuity products became very popular with consumers in the wake of the stock market decline and volatility as they are a stable investment yielding a competitive interest rate in the current market. As a selling inducement, many of these products include a first year interest bonus in addition to a base interest rate. These bonus rates are deferred in conjunction with other capitalized policy acquisition costs, and amortized over future periods. The amount deferred was approximately $20.1 million for the six months ended June 30, 2003.

During the second quarter of 2003, the Company unlocked its deferred policy acquisition cost amortization factors for assumption changes due to an anticipated decrease in future profit streams resulting from the low interest rate environment. These assumption changes resulted in increased amortization for the quarter ended June 30, 2003 with $8.0 million of amortization compared to $4.4 million for June 30, 2002 quarter end. Six months comparable amounts were $10.8 million and $10.0 million for June 30, 2003 and 2002, respectively. Unlocking occurred in 2002 relating to changes in investment earnings which had the effect of lowering amortization charges. The Company is required to periodically adjust deferred policy acquisition amortization factors for actual experience that varies from assumptions. While management does not currently anticipate any impact from further unlocking in 2003, facts and circumstances may arise in the future which require that the factors be reexamined.

Annuity contract interest includes the equity component return associated with the Company's equity-indexed annuities. The detail of equity-index annuity contract interest compared to contract interest for all other annuities is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

2003

2002

2003

2002

(In thousands)

Equity-indexed annuities

$

14,141 

(4,194)

14,169 

(3,655)

All other annuities

39,016 

30,354 

71,801 

60,172 

Gross contract interest

53,157 

26,160 

85,970 

56,517 

Bonus interest deferred and capitalized

(14,132)

-    

(20,058)

-    

Total contract interest

$

39,025 

26,160 

65,912 

56,517 

Other Operations

National Western's primary business encompasses its domestic and international life insurance operations and its annuity operations. However, National Western also has small real estate, nursing home, and other investment operations through its wholly owned subsidiaries. Nursing home operations generated $466,000 and $262,000 of operating earnings in the first six months of 2003 and 2002, respectively.


INVESTMENTS

General

The Company's investment philosophy emphasizes the prudent handling of policyowners' and stockholders' funds to achieve security of principal, to obtain the maximum possible yield while maintaining security of principal, and to maintain liquidity in a measure consistent with current and long-term requirements of the Company.

The Company's overall conservative investment philosophy is reflected in the allocation of its investments, which is detailed below as of June 30, 2003 and December 31, 2002. The Company emphasizes investment grade debt securities, with smaller holdings in mortgage loans and policy loans.

Composition of Investments

June 30, 2003

December 31, 2002

Amount

%

Amount

%

(In thousands)

(In thousands)

Debt securities

$

3,662,730 

88.8 

$

3,183,546 

88.0 

Mortgage loans

153,960 

3.7 

168,634 

4.7 

Policy loans

90,095 

2.2 

92,714 

2.6 

Equity securities

21,683 

0.5 

16,973 

0.5 

Real estate

21,615 

0.5 

21,798 

0.6 

Index options

18,528 

0.4 

5,209 

0.1 

Other

158,602 

3.9 

128,734 

3.5 

Totals

$

4,127,213 

100.0 

$

3,617,608 

100.0 

Included in other invested assets are cash and short-term investment balances of $117.1 million and $85.5 million at June 30, 2003 and December 31, 2002, respectively.


Debt and Equity Securities

The Company maintains a diversified portfolio which consists primarily of corporate, mortgage-backed, and public utilities fixed income securities. Investments in mortgage-backed securities include primarily U.S. government agency pass-through securities and collateralized mortgage obligations (CMOs). As of June 30, 2003 and December 31, 2002, the Company's debt securities portfolio consisted of the following:

Composition of Debt Securities

June 30, 2003

December 31, 2002

Amount

%

Amount

%

(In thousands)

(In thousands)

Corporate

$

1,764,592 

48.2 

$

1,574,448 

49.5 

Mortgage-backed securities

942,758 

25.7 

802,142 

25.2 

Public utilities

463,214 

12.7 

457,588 

14.4 

Asset-backed securities

230,713 

6.3 

236,158 

7.4 

U.S. government/agencies

187,459 

5.1 

30,610 

0.9 

Foreign governments

46,941 

1.3 

57,718 

1.8 

States & political subdivisions

27,053 

0.7 

24,882 

0.8 

Totals

$

3,662,730 

100.00 

$

3,183,546 

100.0 

In addition to diversification, an important aspect of the Company's investment approach is managing the credit quality of its investments in debt securities. Thorough credit analysis is performed on potential corporate investments including examination of a company's credit and industry outlook, financial ratios and trends, and event risks. This emphasis is reflected in the high average credit rating of the Company's portfolio. In the table below, investments in debt securities are classified according to credit ratings by Standard and Poor's (S&P®), or other nationally recognized statistical rating organizations if securities were not rated by S&P® :

June 30, 2003

December 31, 2002

Amount

%

Amount

%

(In thousands)

(In thousands)

AAA and U.S. government

$

1,375,952 

37.6 

$

1,089,735 

34.2 

AA

78,331 

2.1 

126,444 

4.0 

A

967,081 

26.4 

951,295 

29.9 

BBB

1,010,717 

27.6 

843,192 

26.5 

BB and other below investment grade

230,649 

6.3 

172,880 

5.4 

Totals

$

3,662,730 

100.0 

$

3,183,546 

100.0 

National Western does not purchase below investment grade securities. Investments held in debt securities below investment grade are the result of subsequent downgrades of the securities. During the first six months of 2003, the Company's percentage of below investment grade securities increased due to downgrades of securities. Despite these downgrades, the Company's holdings of below investment grade securities are lower than industry averages and are a small percentage of total invested assets. These holdings are summarized below.

Below Investment Grade Debt Securities

Estimated

% of

Amortized

Carrying

Fair

Invested

Cost

Value

Value

Assets

(In thousands except percentages)

June 30, 2003

$

240,583 

230,649 

229,179 

5.6%    

December 31, 2002

$

210,301 

172,880 

168,085 

4.8%    

December 31, 2001

$

132,689 

119,960 

118,709 

3.6%    

Overall below investment grade holdings improved during the quarter ended June 30, 2003 as industries reported positive news which pushed market values up. In the second quarter of 2003 no other than temporary impairment writedowns were recognized. During the second quarter of 2002 an impairment writedown was recorded resulting in a realized loss of $9.6 million on the Company's WorldCom Holdings. The Company closely monitors its below investment grade holdings. While losses are not currently anticipated based on the existing status and condition of these securities, continued credit deterioration of some securities is possible, which may result in further writedowns. Holdings in below investment grade securities by category are summarized below.

Below Investment Grade Debt Securities as of June 30, 2003

Amortized

Carrying

Fair

Category

Cost

Value

Value

(In thousands)

Utilities/Energy

$

57,385 

52,979 

53,385 

Manufacturing

53,540 

51,230 

51,230 

Transportation

33,635 

31,060 

29,212 

Retail

33,334 

33,489 

33,489 

Healthcare

22,935 

24,515 

24,515 

Telecommunications

18,723 

16,055 

16,055 

CBO/Asset Backs

15,860 

16,150 

15,864 

Other

5,171 

5,171 

5,429 

Totals

$

240,583 

230,649 

229,179 

The Company is required to classify its investments in debt and equity securities into one of three categories: (a) trading securities, (b) securities available for sale, or (c) securities held to maturity. The Company purchases securities with the intent to hold to maturity and accordingly does not maintain a portfolio of trading securities. Of the remaining two categories, available for sale and held to maturity, the Company makes a determination based on various factors including the type and quality of the particular security and how it will be incorporated into the Company's overall asset/liability management strategy. As shown in the table below, at June 30, 2003, approximately 33% of the Company's total debt and equity securities, based on fair values, were classified as securities available for sale. These holdings provide the Company flexibility to react to market opportunities and conditions and to practice active management within the portfolio to provide adequate liquidity to meet policyholder obligations and other cash needs.

Net

Fair

Amortized

Unrealized

Value

Cost

Gains

(In thousands)

Securities held to maturity:

    Debt securities

$

2,575,464 

2,403,423 

172,041 

Securities available for sale:

    Debt securities

1,259,307 

1,193,798 

65,509 

    Equity securities

21,683 

15,804 

5,879 

Totals

$

3,856,454 

3,613,025 

243,429 

In accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, the Company transferred debt securities totaling $11.0 million in the second quarter of 2002, from held to maturity to available for sale due to credit deterioration. Net unrealized losses of $0.9 million relating to these transfers were recorded as a component of accumulated other comprehensive income. No such transfers were made in the second quarter of 2003.

Proceeds from sales of securities available for sale totaled $17.4 million and $13.0 million which resulted in realized gains of $0.4 million and $0.9 million during the second quarters of 2003 and 2002, respectively. For the six months ended June 30, 2003 and 2002, respectively, proceeds from sales of securities available for sale totaled $21.0 million and $20.2 million. These sales resulted in a negligible realized loss for 2003 and a realized gain of $0.8 million for 2002. During the first quarter of 2003 a bond security from the held to maturity portfolio was sold due to credit deterioration.

Mortgage Loans and Real Estate

In general, the Company originates loans on high quality, income-producing properties such as shopping centers, freestanding retail stores, office buildings, industrial and sales or service facilities, selected apartment buildings, hotels, and health care facilities. The location of these loans is typically in major metropolitan areas that offer a potential for property value appreciation. Credit and default risk is minimized through strict underwriting guidelines and diversification of underlying property types and geographic locations. In addition to being secured by the property, mortgage loans with leases on the underlying property are often guaranteed by the lessee. This approach has proven to result in higher quality mortgage loans with fewer defaults.

The Company's direct investments in real estate are not a significant portion of its total investment portfolio as many of these investments were acquired through mortgage loan foreclosures. The Company also participates in several real estate joint ventures and limited partnerships that invest primarily in income-producing retail properties. These investments have enhanced the Company's overall investment portfolio returns.

The Company held net investments in mortgage loans totaling $154.0 million and $168.6 million at June 30, 2003 and December 31, 2002, respectively. The diversification of the portfolio by geographic region and by property type was as follows:

June 30, 2003

December 31, 2002

Geographic Region:

Amount

%

Amount

%

(In thousands)

(In thousands)

West South Central

$

83,418 

54.2 

$

93,281 

55.3 

Mountain

34,343 

22.3 

36,711 

21.8 

Pacific

17,451 

11.3 

17,768 

10.5 

South Atlantic

6,232 

4.0 

6,334 

3.8 

East South Central

5,048 

3.3 

7,027 

4.2 

All other

7,468 

4.9 

7,513 

4.4 

Totals

$

153,960 

100.0 

$

168,634 

100.0 

 

June 30, 2003

December 31, 2002

Property Type:

Amount

%

Amount

%

(In thousands)

(In thousands)

Retail

$

108,009 

70.2 

$

119,018 

70.6 

Office

29,470 

19.1 

31,145 

18.5 

Hotel/Motel

7,816 

5.1 

9,993 

5.9 

Land/Lots

7,609 

4.9 

7,322 

4.3 

Apartment

768 

0.5 

779 

0.5 

Nursing Home

115 

0.1 

183 

0.1 

All other

173 

0.1 

194 

0.1 

Totals

$

153,960 

100.0 

$

168,634 

100.0 

The Company does not recognize interest income on loans past due three months or more. At June 30, 2003 and December 31, 2002, the Company had mortgage loan principal balances past due three months or more of $17,000 and $6.9 million, respectively. Interest income not recognized for past due and restructured loans totaled approximately $0.2 million for the six months ended June 30, 2002.

As of June 30, 2003 and December 31, 2002, the allowance for possible losses on mortgage loans was $0.7 million. The allowance is estimated based on an analysis of specific loans and management believes that the allowance for possible losses is adequate. While the Company closely manages its mortgage loan portfolio, future changes in economic conditions can result in impairments beyond those currently identified.

The Company's real estate investments totaled approximately $21.6 million and $21.8 million at June 30, 2003 and December 31, 2002, respectively, and consist primarily of income-producing properties which are being operated by a wholly owned subsidiary of the Company. The Company recognized operating income on these properties of approximately $0.9 million and $0.8 million for the six months ended June 30, 2003 and 2002, respectively. The Company monitors the conditions and market values of these properties on a regular basis and makes repairs and capital improvements to keep the properties in good condition. The Company recorded an impairment writedown of $72,000 on these properties resulting in a realized loss during the first six months of 2003. There were no writedowns in the first six months of 2002 associated with these properties.


Market Risk

Market risk is the risk of change in market values of financial instruments due to changes in interest rates, currency exchange rates, commodity prices, or equity prices. The most significant market risk exposure for National Western is interest rate risk. The fair values of fixed income debt securities correlate to external market interest rate conditions. Because interest rates are fixed on almost all of the Company's debt securities, market values typically increase when market interest rates decline, and decrease when market interest rates rise. However, market values may fluctuate for other reasons, such as changing economic conditions or increasing event-risk concerns.

The correlation between fair values and interest rates for debt securities is reflected in the tables below.

June 30,

March 31,

2003

2003

(In thousands except percentages)

Debt securities - fair value

$

3,834,771 

3,444,262 

Debt securities - amortized cost

$

3,597,221 

3,268,161 

Fair value as a percentage of amortized cost

106.6 

%

105.39 

%

Net unrealized gains

$

237,550 

176,101 

Ten-year U.S. Treasury bond - decrease

in yield for the quarter

(0.28)

%

(0.02)

%

Net Unrealized Gains Balance

At

At

Change in Net

June 30,

March 31,

Unrealized

2003

2003

Gains

(In thousands)

Debt securities held to maturity

$

172,041 

141,019 

31,022 

Debt securities available for sale

65,509 

35,082 

30,427 

Totals

$

237,550 

176,101 

61,449 

Changes in interest rates typically have a significant impact on the fair values of the Company's debt securities. Market interest rates of the ten-year U.S. Treasury bond during the quarter decreased approximately 28 basis points from March 31, 2003. The magnitude and direction of this change in interest rate level caused an unrealized gain of $61.4 million on a portfolio of approximately $3.8 billion. The Company would expect similar results in the future from any significant upward or downward movement in market rates. However, since the majority of the Company's debt securities are classified as held to maturity, which are recorded at amortized cost, changes in fair values have relatively small effects on the Company's balance sheet.

The Company manages interest rate risk through on-going cash flow testing required for insurance regulatory purposes. Computer models are used to perform cash flow testing under various commonly used stress test interest rate scenarios to determine if existing assets would be sufficient to meet projected liability outflows. Sensitivity analysis allows the Company to measure the potential gain or loss in fair value of its interest-sensitive instruments and to protect its economic value and achieve a predictable spread between what is earned on invested assets and what is paid on liabilities. The Company seeks to minimize the impact of interest risk through surrender charges that are imposed to discourage policy surrenders. Interest rate changes can be anticipated in the computer models and the corresponding risk addressed by management actions affecting asset and liability instruments. However, potential changes in the values of financial instruments indicated by hypothetical interest rate changes will likely be different from actual changes experienced, and the differences could be significant.

The Company performed a detailed sensitivity analysis as of December 31, 2002, for its interest rate-sensitive assets and liabilities. The changes in market values of the Company's debt securities in the second quarter of 2003 were reasonable given the expected range of results of this analysis.


LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity requirements are met primarily by funds provided from operations. Premium deposits and revenues, investment income, and investment maturities are the primary sources of funds while investment purchases, policy benefits, and operating expenses are the primary uses of funds. Although the Company historically has not been put in the position of liquidating invested assets to provide cash flow, its investments consist primarily of marketable debt securities that could be readily converted to cash for liquidity needs. The Company may also borrow up to $40 million on its bank line of credit for short-term cash needs. No borrowings have been made in 2003 under the bank line of credit.

A primary liquidity concern is the risk of an extraordinary level of early policyholder withdrawals. The Company includes provisions within its annuity and universal life insurance policies, such as surrender charges, that help limit and discourage early withdrawals. Cash flow projections and cash flow tests under various market interest rate scenarios are also performed to assist in evaluating liquidity needs and adequacy. The Company currently expects available liquidity sources and future cash flows to be adequate to meet the demand for funds.

In the past, cash flows from the Company's insurance operations have been sufficient to meet current needs. Cash flows from operating activities were $48.2 million and $66.9 million for the six months ended June 30, 2003 and 2002, respectively. The Company also has significant cash flows from both scheduled and unscheduled investment security maturities, redemptions, and prepayments. These cash flows totaled $358.4 million and $143.5 million for the six months ended June 30, 2003 and 2002, respectively. These cash flow items could be reduced if interest rates rise. Net cash inflows from the Company's universal life and investment annuity deposit product operations totaled $373.6 million and $21.9 million during the six months ended June 30, 2003 and 2002, respectively.

Capital Resources

The Company relies on stockholders' equity for its capital resources as there is no long-term debt outstanding and the Company does not anticipate the need for any long-term debt in the near future. There are also no current or anticipated material commitments for capital expenditures in 2003.


CHANGES IN ACCOUNTING PRINCIPLES AND CRITICAL ACCOUNTING POLICIES

Changes in Accounting Principles

Stock Compensation: Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements.

Critical Accounting Policies

Accounting policies discussed below are those considered critical to an understanding of the Company's financial statements.

Impairment of Investment Securities: The Company's accounting policy requires that a decline in the value of a security below its amortized cost basis be evaluated to determine if the decline is other than temporary. The primary factors considered in evaluating whether a decline in value for fixed income and equity securities is other than temporary include: (a) the length of time and the extent to which the fair value has been less than cost, (b) the financial conditions and near-term prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and interest payments, and (d) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for any anticipated recovery. In addition, certain securitized financial assets with contractual cash flows are evaluated periodically by the Company to update the estimated cash flows over the life of the security. If the Company determines that the fair value of the securitized financial asset is less than its carrying amount and there has been a decrease in the present value of the estimated cash flows since the previous estimate, then an other than temporary impairment charge is recognized. When a security is deemed to be impaired, a charge is recorded in net realized losses equal to the difference between the fair value and amortized cost basis of the security. Once an impairment charge has been recorded, the fair value of the impaired investment becomes its new cost basis and the Company continues to review the other than temporarily impaired security for appropriate valuation on an ongoing basis.

Deferred Policy Acquisition Costs ("DPAC"):  The Company is required to defer certain policy acquisition costs and amortize them over future periods. These costs include commissions, first year interest rate bonuses, and certain other expenses that vary with and are primarily associated with acquiring new business. The deferred costs are recorded as an asset commonly referred to as deferred policy acquisition costs. The DPAC asset balance is subsequently charged to income over the lives of the underlying contracts in relation to the anticipated emergence of revenue or profits. Actual revenue or profits can vary from Company estimates resulting in increases or decreases in the rate of amortization. The Company regularly evaluates to determine if actual experience or other evidence suggests that earlier estimates should be revised. Assumptions considered significant include surrender and lapse rates, mortality, expense levels, investment performance, and estimated interest spread. Should the Company change its assumptions utilized to develop future revenues or profits (commonly referred to as "unlocking"), the Company would record a charge or credit to bring its DPAC balance to the level it would have been using the new assumptions from the date of each policy.

DPAC is also subject to periodic recoverability and loss recognition testing. These tests ensure that the present value of future contract-related cash flows will support the capitalized DPAC balance. The present value of these cash flows, less the benefit reserve, is compared with the unamortized DPAC balance and if the asset balance is greater, the deficiency is charged to expense as a component of amortization and the asset balance is reduced to the recoverable amount.

Future Policy Benefits:  Because of the long-term nature of insurance contracts, the Company is liable for policy benefit payments many years into the future. The liability for future policy benefits represents estimates of the present value of the Company's expected benefit payments, net of the related present value of future net premium collections. For traditional life insurance contracts, this is determined by standard actuarial procedures, using assumptions as to mortality (life expectancy), morbidity (health expectancy), persistency, and interest rates, which are based on the Company's experience with similar products. The assumptions used are those considered to be appropriate at the time the policies are issued. An additional provision is made on most products to allow for possible adverse deviation from the assumptions made. For universal life and investment annuity products, the Company's liability is the amount of the contract's account balance. Account balances are also subject to minimum liability calculations as a result of minimum guaranteed interest rates in the policies. While management and company actuaries have used their best judgment in determining the assumptions and in calculating the liability for future policy benefits, there is no assurance that the estimate of the liabilities reflected in the financial statements represents the Company's ultimate obligation. In addition, significantly different assumptions could result in materially different reported amounts.

Revenue Recognition:  Premium income for the Company's traditional life insurance contracts is generally recognized as the premium becomes due from policyholders. For investment annuity and universal life contracts, the amounts collected from policyholders are considered deposits and are not included in revenue. For these contracts, fee income consists of policy charges for policy administration, cost of insurance charges and surrender charges assessed against policyholders' account balances which are recognized in the period the services are provided.

Investment activities of the Company are integral to its insurance operations. Since life insurance benefits may not be paid until many years into the future, the accumulation of cash flows from premium receipts are invested with income reported as revenue when earned. Anticipated yields on investments are reflected in premium rates, contract liabilities, and other product contract features. These anticipated yields are implied in the interest required on the Company's net insurance liabilities (future policy benefits less deferred acquisition costs) and contractual interest obligations in its insurance and annuity products. The Company benefits to the extent actual net investment income exceeds the required interest on net insurance liabilities and manages the rates it credits on its products to maintain the targeted excess or "spread" of investment earnings over interest credited. The Company will continue to be required to provide for future contractual obligations in the event of a decline in investment yield.

Pension Plans: The Company sponsors a qualified defined benefit plan covering substantially all full-time employees and a nonqualified defined benefit plan primarily for senior officers. In accordance with prescribed accounting standards the Company annually reviews its pension benefit plan assumptions which include the discount rate, the expected long-term rate of return on plan assets, and the compensation increase rate.

The assumed discount rate is set based on the rates of return on high-quality long-term fixed-income investments currently available and expected to be available during the period to maturity of the pension benefits. The assumed long-term rate of return on plan assets is generally set at the rate expected to be earned based on long-term investment policy of the plans and the various classes of the invested funds. The compensation rate increase assumption is generally set at a rate consistent with current and expected long-term compensation and salary policy, including inflation. These assumptions involve uncertainties and judgment and therefore actual performance may not be reflective of the assumptions.


REGULATORY AND OTHER ISSUES

Statutory Accounting Practices

Regulations that affect the Company and the insurance industry are often the result of efforts by the National Association of Insurance Commissioners (NAIC). The NAIC routinely publishes new regulations as model acts or laws which states subsequently adopt as part of their insurance regulations. Currently, the Company is not aware of any other NAIC regulatory matter material to its operations or reporting of financial results.

Risk-Based Capital Requirements

The NAIC established risk-based capital (RBC) requirements to help state regulators monitor the financial strength and stability of life insurers by identifying those companies that may be inadequately capitalized. Under the NAIC's requirements, each insurer must maintain its total capital above a calculated threshold or take corrective measures to achieve the threshold. The threshold of adequate capital is based on a formula that takes into account the amount of risk each company faces on its products and investments. The RBC formula takes into consideration four major areas of risk which are: (i) asset risk which primarily focuses on the quality of investments; (ii) insurance risk which encompasses mortality and morbidity risk; (iii) interest rate risk which involves asset/liability matching issues; and (iv) other business risks. Statutory laws prohibit public dissemination of certain RBC information. However, the Company's current statutory capital and surplus is significantly in excess of the threshold RBC requirements.

Disclosure Matters

Recent business events have called into question other companies' activities and transactions which are not regularly disclosed in a SEC registrant's Annual Report and are not readily apparent from the financial statements. These include the use of unconsolidated entities, off-balance sheet arrangements and other transactions not conducted at arm's-length. The Company's consolidated financial statements include all subsidiaries and related operations and the Company does not utilize relationships with unconsolidated entities that facilitate the transfer of or access to assets such as "structured finance" or "special purpose" entities. Accordingly, the Company does not rely on off-balance sheet arrangements for financing, liquidity, or market or credit risk support which would expose the Company to liabilities not reflected on the face of its consolidated financial statements.


FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information contained herein or in other written or oral statements made by or on behalf of National Western Life Insurance Company or its subsidiaries are or may be viewed as forward-looking. Although the Company has used appropriate care in developing any such information, forward-looking information involves risks and uncertainties that could significantly impact actual results. These risks and uncertainties include, but are not limited to, matters described in the Company's SEC filings such as exposure to market risks, anticipated cash flows or operating performance, future capital needs, and statutory or regulatory related issues. However, National Western, as a matter of policy, does not make any specific projections as to future earnings, nor does it endorse any projections regarding future performance that may be made by others. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments. Also, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

This information is included in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Investments section.

 

ITEM 4. CONTROLS AND PROCEDURES

In order to ensure that the information that the Company must disclose in its filings with the SEC is recorded, processed, summarized and reported on a timely basis, the Company has adopted disclosure controls and procedures. Within the 90 day period prior to filing this report, the Company's Chief Executive Officer and Chief Financial Officer reviewed and evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-14 (c) and concluded that the Company's disclosure controls and procedures were effective as of the date of that evaluation. There have been no significant changes made in internal controls or in other factors that could significantly affect internal controls subsequent to the date of evaluation.

 

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved or may become involved in various legal actions, in the normal course of business, in which claims for alleged economic and punitive damages have been or may be asserted, some for substantial amounts. Although there can be no assurances, at the present time, the Company does not anticipate that the ultimate liability arising from potential, pending or threatened legal actions, after consideration of amounts provided for in the Company's financial statements, will have a material adverse effect on the financial condition or operating results of the Company.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 16, 2003, the stockholders voted upon the following matters at the annual stockholders meeting:

(a) The election of Class A directors to the Company's Board of Directors to serve one-year terms. The results of the voting were as follows:

For

Against

Robert L. Moody

2,733,783 

342,092 

Arthur O. Dummer

3,013,660 

62,215 

Harry L. Edwards

2,778,315 

297,560 

E.J. Pederson

3,019,560 

56,315 

(b) The election of Class B directors to the Company's Board of Directors to serve one-year terms. The results of the voting were as follows:

For

Against

E. Douglas McLeod

200,000 

-      

Charles D. Milos

200,000 

-      

Frances A. Moody

200,000 

-      

Ross R. Moody

200,000 

-      

Russell S. Moody

200,000 

-      

Louis E. Pauls, Jr.

200,000 

-      

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit 10(al)

-

Bonus program by and between National Western Life Insurance Company and Executive Officers of National Western Life Insurance Company for the year ending December 31, 2003.

Exhibit 11

-

Computation of Earnings Per Share (filed on page __ and __ of this report).

Exhibit 31(a)

-

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(b)

-

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32(a)

-

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32(b)

-

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K

On May 8, 2003, the Company filed a Current Report on Form 8-K dated May 7, 2003 under Item 5 thereof in connection with a news release reporting National Western Life Insurance Company's operating and financial results for the first quarter of 2003. A copy of the news release was furnished with the Form 8-K.

 

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.

NATIONAL WESTERN LIFE INSURANCE COMPANY

(Registrant)

Date:  August 13, 2003

/s/Ross R. Moody

Ross R. Moody

President, Chief Operating Officer,

and Director

(Authorized Officer)

Date:  August 13, 2003

/s/Brian M. Pribyl

Brian M. Pribyl

Senior Vice President,

Chief Financial & Administrative
Officer and Treasurer

(Principal Financial Officer)

Date:  August 13, 2003

/s/Kay E. Osbourn

Kay E. Osbourn

Vice President,

Controller and Assistant Treasurer

(Principal Accounting Officer)