UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended September 30, 1996.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the transition period from N/A to N/A.
Commission file number 333-02491*.
KEMPER INVESTORS LIFE INSURANCE COMPANY
(Exact name of registrant as specified in charter)
ILLINOIS
(State of Incorporation)
36-3050975
(I.R.S. Employer
Identification Number)
1 KEMPER DRIVE
LONG GROVE, ILLINOIS
(Address of Principal Executive Offices)
60049-0001
(Zip Code)
Registrant's telephone number, including area code: (847) 550-5500
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 and (2) has been subject to such filing requirements for
the past 90 days. Yes X No .
As of November 1, 1996, 250,000 shares of common stock (all held by an
affiliate, Kemper Corporation) were outstanding. There is no market value for
any such shares.
* Pursuant to Rule 429 under the Securities Act of 1933, this Form 10-Q also
relates to Commission file numbers 33-33547, 33-43462 and 33-46881.
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<PAGE>
KEMPER INVESTORS LIFE INSURANCE COMPANY
FORM 10-Q
PART I. FINANCIAL STATEMENTS PAGE NO.
Consolidated Balance Sheet -
September 30, 1996 and January 4, 1996.......................3
Consolidated Statement of Operations -
Nine months and three months ended
September 30, 1996 and 1995..................................4
Consolidated Statement of Cash Flows -
Nine months ended September 30, 1996 and 1995................5
Notes to Consolidated Financial Statements......................6
Management's Discussion and Analysis
Results of Operations........................................8
Investments.................................................11
Liquidity and Capital Resources.............................17
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K......................18
Signatures.....................................................19
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<PAGE>
<TABLE>
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Balance Sheet
(in thousands, except share data)
(unaudited)
<CAPTION>
September 30 January 4
1996 1996
------------ ---------
<S> <C> <C>
ASSETS
Investments
Fixed maturities, available for sale, at
market (cost: September 30, 1996,
$3,857,936; January 4, 1996, $3,749,323) $3,738,887 $3,749,323
Short-term investments 177,811 372,515
Joint venture mortgage loans 112,776 110,194
Third-party mortgage loans 125,056 144,450
Other real estate-related investments 67,060 34,296
Policy loans 288,808 289,390
Other invested assets 22,407 15,154
---------- ----------
Total investments 4,532,805 4,715,322
Cash 2,213 25,811
Accrued investment income 114,198 104,402
Reinsurance recoverable 452,617 502,836
Goodwill 237,808 245,165
Value of business acquired 189,063 190,222
Federal income tax recoverable - 112,646
Deferred insurance acquisition costs 18,984 -
Other assets and receivables 23,472 11,440
Assets held in separate accounts 2,011,679 1,761,110
---------- ----------
Total assets $7,582,839 $7,668,954
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Future policy benefits $4,338,654 $4,585,148
Ceded future policy benefits 452,617 502,836
Other accounts payable and liabilities 75,213 34,565
Deferred income taxes 54,747 52,051
Liabilities related to separate accounts 2,011,679 1,761,110
---------- ----------
Total liabilities 6,932,910 6,935,710
---------- ----------
Commitments and contingent liabilities
Stockholder's equity:
Capital stock - $10 par value, authorized
300,000 shares; outstanding 250,000 shares 2,500 2,500
Additional paid-in capital 730,744 730,744
Net unrealized loss on investments (106,333) -
Retained earnings 23,018 -
---------- ----------
Total stockholder's equity 649,929 733,244
---------- ----------
Total liabilities and stockholder's equity $7,582,839 $7,668,954
========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statement of Operations
(in thousands)
(unaudited)
<CAPTION>
Nine Months Ended Three Months Ended
September 30 September 30
----------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE
Net investment income $223,019 $266,686 $ 76,070 $ 87,545
Realized capital gains (losses) 9,831 (42,319) 13,518 4,366
Fees and other income 26,314 25,435 8,628 7,975
------- ------- -------- --------
Total revenue 259,164 249,802 98,216 99,886
------- ------- -------- --------
BENEFITS AND EXPENSES
Benefits and interest credited to
policyholders 173,143 183,598 57,512 60,396
Commissions, taxes, licenses and fees 20,173 20,959 6,819 6,946
Operating expenses 17,334 15,404 6,974 5,703
Amortization of value of business acquired 18,603 - 11,582 -
Amortization of goodwill 7,355 - 2,452 -
Deferral of insurance acquisition costs (20,793) (30,494) (7,531) (10,284)
Amortization of insurance acquisition costs 3,025 23,489 2,097 1,482
------- ------- ------- -------
Total benefits and expenses 218,840 212,956 79,905 64,243
------- ------- ------- -------
Income before income tax expense 40,324 36,846 18,311 35,643
------- ------- ------- -------
Income tax expense (benefit)
Current 22,289 (1,515) 8,908 8,478
Deferred (4,983) 13,416 (1,517) 3,453
------- ------- ------- -------
Total income tax expense 17,306 11,901 7,391 11,931
------- ------- ------- -------
Net income $ 23,018 $ 24,945 $ 10,920 $ 23,712
======= ======= ======= =======
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
<CAPTION>
Nine Months Ended
September 30
-------------------
1996 1995
------ ------
<S> <C> <C>
Cash flows from operating activities
Net income $23,018 $24,945
Reconcilement of net income to net cash provided:
Realized capital losses (gains) (9,831) 42,319
Interest credited and other charges 168,467 177,290
Amortization of value of business acquired 18,603 -
Amortization of goodwill 7,355 -
Deferred insurance acquisition costs (17,768) (7,005)
Amortization of discount and premium on investments 21,451 3,281
Deferred income taxes (3,834) 13,414
Federal income taxes recoverable 112,646 (11,092)
Other, net (8,956) (7,311)
------- -------
Net cash flow provided from operating activities 311,151 235,841
------- -------
Cash flows from investing activities
Cash from investments sold or matured:
Fixed maturities held to maturity 212,636 194,719
Fixed maturities sold prior to maturity 512,297 261,190
Mortgage loans, policy loans and other invested assets 127,850 155,176
Cost of investments purchased or loans originated:
Fixed maturities (854,695) (299,843)
Mortgage loans, policy loans and other invested assets (130,723) (109,340)
Short-term investments, net 194,704 (128,061)
Net change in receivable and payable for securities
transactions (12,365) 94,842
Net change in other assets 140 1,989
------- -------
Net cash provided by investing activities 49,844 170,672
------- -------
Cash flows from financing activities
Policyholder account balances:
Deposits 111,587 185,626
Withdrawals (526,547) (598,996)
Other 30,367 (13,094)
------- -------
Net cash used in financing activities (384,593) (426,464)
------- -------
Net decrease in cash (23,598) (19,951)
Cash at the beginning of period 25,811 23,189
------- -------
Cash at the end of the period $ 2,213 $ 3,238
======= =======
See accompaning notes to consolidated financial statements.
</TABLE>
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<PAGE>
Kemper Investors Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
1. Kemper Investors Life Insurance Company ("KILICO") is incorporated under the
insurance laws of the State of Illinois. KILICO is licensed in the District
of Columbia and all states except New York. KILICO is a wholly-owned
subsidiary of Kemper Corporation ("Kemper"), a nonoperating holding company.
On January 4, 1996, an investor group comprised of Zurich Insurance Company
("Zurich"), Insurance Partners, L.P. ("IP") and Insurance Partners Offshore
(Bermuda), L.P. (together with IP, "Insurance Partners") acquired all of the
issued and outstanding common stock of Kemper. As a result of the change in
control, Zurich and Insurance Partners own 80 percent and 20 percent,
respectively, of Kemper and therefore KILICO.
The consolidated financial statements of KILICO prior to January 4, 1996,
were prepared on a historical cost basis in accordance with generally
accepted accounting principles ("GAAP"). In conjunction with the
acquisition, GAAP requires that the accompanying consolidated financial
statements of KILICO as of January 4, 1996 (the acquisition date) and as of
and for the nine months ended September 30, 1996, be prepared in conformity
with purchase accounting.
Under purchase accounting, KILICO's assets and liabilities have been marked
to their relative fair market values as of the acquisition date. The
difference between the cost of acquiring KILICO and the net fair market
values of KILICO's assets and liabilities as of the acquisition date has
been recorded as goodwill. KILICO is amortizing goodwill on a straight-line
basis over twenty-five years.
Purchase accounting adjustments primarily affected the recorded historical
values of fixed maturities, mortgage loans, other invested assets, deferred
insurance acquisition costs, future policy benefits and deferred income
taxes.
Deferred insurance acquisition costs, and the related amortization thereof,
for policies sold prior to January 4, 1996 have been replaced by the value
of business acquired.
The value of business acquired reflects the estimated fair value of KILICO's
life insurance business in force and represents the portion of the cost to
acquire KILICO that is allocated to the value of the right to receive future
cash flows from insurance contracts existing at the date of acquisition.
Such value is the present value of the actuarially determined projected cash
flows for the acquired policies.
A 15 percent discount rate was used to determine such value as the rate of
return required by Zurich and Insurance Partners to invest in the business
being acquired. In selecting the rate of return used to value the policies
purchased, KILICO considered the magnitude of the risks associated with each
of the actuarial assumptions used in determining expected future cash flows,
the cost of capital available to fund the acquisition, the perceived
likelihood of changes in insurance regulations and tax laws, the complexity
of KILICO's business, and the prices paid (i.e., discount rates used in
determining other life insurance company valuations) on similar blocks of
business sold in recent periods.
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<PAGE>
The value of the business acquired is amortized using current assumptions
based on an interest rate equal to the liability or contract rate on the
value of business acquired. The estimated amortization and accretion of
interest for the value of business acquired for each of the years through
December 31, 2001 are as follows:
<TABLE>
(in thousands)
<CAPTION>
Projected
Year ended Beginning Accretion of ending
December 31 balance Amortization interest balance
----------- --------- ------------ ------------ ---------
<S> <C> <C> <C> <C>
1996 $ 190,222 $ (30,602) $ 9,916 $ 169,536
1997 169,536 (24,825) 9,007 153,718
1998 153,718 (24,874) 8,018 136,862
1999 136,862 (24,163) 7,062 119,761
2000 119,761 (22,421) 6,157 103,497
2001 103,497 (20,149) 5,308 88,656
</TABLE>
The projected ending balance of the value of business acquired will be
further adjusted to reflect the impact of unrealized gains or losses on
fixed maturities held as available for sale in the investment portfolio.
Such adjustments are not recorded in KILICO's net income but rather are
recorded as a credit or charge to stockholder's equity, net of income tax.
As of September 30, 1996, this adjustment increased the value of business
acquired and stockholder's equity by approximately $17.4 million and $11.3
million, respectively.
2. In the opinion of management, all necessary adjustments consisting of normal
recurring accruals have been made for a fair statement of the results of
KILICO for the periods included in these financial statements. These
financial statements should be read in conjunction with the financial
statements and related notes in the 1995 Annual Report on Form 10-K.
3. The change in net unrealized losses on fixed maturities and equity
securities is not reflected as a component of KILICO's net income.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
As previously discussed in the notes to the consolidated financial statements,
Kemper, and therefore KILICO, were acquired on January 4, 1996 by an investor
group led by Zurich. In connection with the acquisition, KILICO's assets and
liabilities were marked to their respective fair market values as of the
acquisition date in conformity with purchase accounting adjustments required
under GAAP.
KILICO's financial statement results as of January 4, 1996, and as of and for
the nine months ended September 30, 1996, have been adjusted to reflect the
effects of such purchase accounting adjustments. KILICO's financial statement
results for the nine months ended September 30, 1995 have been prepared on a
historical cost basis and do not reflect such purchase accounting adjustments.
RESULTS OF OPERATIONS
KILICO recorded net income of $23.0 million in the first nine months of 1996,
compared with net income of $24.9 million in the first nine months of 1995. The
slight decrease in net income in 1996, compared with 1995, was primarily related
to the negative impact of purchase accounting adjustments, offset by net
realized capital gains in 1996, versus net realized capital losses in 1995.
The following table reflects the components of net income:
<TABLE>
Net income:
(in millions)
<CAPTION>
Nine months ended
September 30
-------------------
1996 1995
---- ----
<S> <C> <C>
Operating earnings $16.6 $52.4
Net realized capital gains (losses) 6.4 (27.5)
----- -----
Net income $23.0 $24.9
===== =====
</TABLE>
The following table reflects the major components of realized capital gains and
losses included in net income. (See "INVESTMENTS" below.)
<TABLE>
Realized capital gains (losses)
(in millions)
<CAPTION>
Nine months ended Three months ended
September 30 September 30
----------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Real estate-related gains (losses) $8.5 $(53.6) $7.9 $(.2)
Fixed maturity write-downs (1.2) (1.8) (.1) (1.8)
Other gains, net 2.5 13.1 5.7 6.4
----- ----- ----- -----
Realized investment gains (losses) 9.8 (42.3) 13.5 4.4
Income tax expense (benefit) 3.4 (14.8) 4.7 1.6
----- ----- ----- -----
Net realized capital gains (losses) $6.4 $(27.5) $8.8 $2.8
===== ===== ===== =====
</TABLE>
Other realized capital gains for the first nine months of both 1996 and 1995
relate primarily to the sale of fixed maturity investments.
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<PAGE>
Operating earnings (net income excluding realized capital gains and losses)
declined to $16.6 million in the first nine months of 1996, compared with $52.4
million in the first nine months of 1995, primarily due to purchase accounting
adjustments in 1996 which negatively impacted spread revenue and increased
expenses.
Investment income was lower in the first nine months of 1996, compared with the
first nine months of 1995, primarily reflecting purchase accounting adjustments
related to the amortization of premiums on fixed maturity investments. Under
purchase accounting, the market value of KILICO's fixed maturity investments as
of January 4, 1996 became KILICO's new cost basis in such investments. The
difference between the new cost basis and original par is then amortized against
investment income over the remaining effective lives of the fixed maturity
investments. As a result of the interest rate environment as of January 4,
1996, the market value of KILICO's fixed maturity investments was approximately
$105.3 million greater than original par. The amortization of such premiums
reduced investment income by approximately $17.5 million in the first nine
months of 1996, compared with the first nine months of 1995.
Investment income and interest credited declined in 1996, compared with 1995, as
a result of a decrease in total invested assets and future policy benefits.
Such decreases were the result of surrender and withdrawal activity in 1995
and 1996.
Investment income was also negatively impacted during the first nine months of
1996, compared with the first nine months of 1995, by a higher level of cash and
short-term investments held in the first quarter of 1996. The increase in cash
and short-term investments in the first quarter of 1996 was caused in part by
the cash proceeds received from bulk sales of real estate-related investments
in late December 1995. The reduction in real estate-related investments
reflects KILICO's current strategy to continue to reduce its investments in, and
overall exposure to, real estate-related investments. Investment income in
1996, compared with 1995, was also negatively impacted by approximately $2.4
million related to higher investment expenses associated with the management of
KILICO's remaining real estate portfolio.
<TABLE>
Sales
(in millions)
<CAPTION>
Nine months ended Three months ended
September 30 September 30
----------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Annuities:
General account $110.8 $185.3 $ 26.0 $ 60.2
Separate account 173.9 114.7 68.4 28.0
----- ----- ----- -----
Total annuities 284.7 300.0 94.4 88.2
Life insurance and other .8 .3 .3 .3
----- ----- ----- -----
Total sales $285.5 $300.3 $ 94.7 $ 88.5
===== ===== ===== =====
</TABLE>
Sales of annuity products consist of total deposits received. The decrease in
1996 general account (fixed annuity) sales is reflective of the current interest
rate environment. The increase in separate account (variable sales) in 1996,
compared with 1995, was in part due to improvements in KILICO's financial
strength and performance ratings in January 1996, KILICO's association with
Zurich, the addition of new separate account investment fund options, the
addition of new investment fund managers and a strong underlying stock market.
Sales of variable annuities not only increase administrative fees earned but
they also pose minimal investment risk for KILICO, as policyholders invest in
one or more of several underlying investment funds which invest in stocks and
bonds.
Included in fees and other income are administrative fees received from KILICO's
separate account products of $18.4 million in the first nine months of 1996,
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<PAGE>
compared with $16.1 million in the first nine months of 1995. Administrative
fee revenue increased due to growth in average separate account assets. Other
income also included surrender charge revenue of $4.2 million in the first nine
months of 1996, compared with $6.3 million in the first nine months of 1995. The
decrease in surrender charge revenue reflects a significant reduction in total
general account and separate account policyholder surrencers and withdrawals in
the first nine months of 1996, compared with the first nine months of 1995.
<TABLE>
Policyholder surrenders and withdrawals
(in millions)
<CAPTION>
Nine months ended Three months ended
September 30 September 30
----------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
General account $491.6 $622.4 $167.5 $159.4
Separate account 140.1 156.0 48.8 45.6
------ ------ ------ ------
Total $631.7 $778.4 $216.3 $205.0
====== ====== ====== ======
</TABLE>
Reflecting the current interest rate environment and other competitive market
factors, KILICO adjusts its crediting rates on interest-sensitive products over
time in order to manage spread revenue and policyholder surrender and withdrawal
activity. KILICO can also improve spread revenue over time by increasing
investment income.
KILICO increased crediting rates in early 1995 in order to reduce the level of
future withdrawals. KILICO expects that the level of future surrender and
withdrawal activity,in the current interest rate environment, should remain
similar to the activity experienced in the first nine months of 1996. Total
surrenders and withdrawals increased slightly during the three months ended
September 30, 1996, compared with the same period in 1995, due to rising
interest rates early in the third quarter of 1996, versus declining interest
rates during the third quarter of 1995.
The difference between the cost of acquiring KILICO and the net fair market
value of KILICO's assets and liabilities as of January 4, 1996 was recorded as
goodwill. The amortization of goodwill negatively impacted expenses by $7.4
million in the first nine months of 1996, compared with the first nine months of
1995. KILICO is amortizing goodwill on a straight-line basis over twenty-five
years.
Operating earnings were negatively impacted by the net deferral of insurance
acquisition costs and the amortization of the value of business acquired in the
first nine months of 1996, compared with the net deferral of insurance
acquisition costs in the first nine months of 1995. Deferred insurance
acquisition costs, and the related amortization thereof, for policies sold prior
to January 4, 1996 have been replaced under purchase accounting by the value of
business acquired. The value of business acquired reflects the present value of
the right to receive future cash flows from insurance contracts existing at the
date of acquisition. The amortization of the value of business acquired is
based on an interest rate equal to the liability or contract rate on the value
of the business acquired. Deferred insurance acquisition costs are established
on all new policies sold after January 4, 1996.
The net amortization of the value of business acquired in 1996 was adversely
affected by net realized capital gains in 1996, while the net deferral of
insurance acquisition costs in the first nine months of 1995, was positively
affected by realized capital losses in 1995, partially offset by the level of
policyholder surrenders and withdrawals in the first nine months of 1995. Net
realized capital gains and policyholder surrenders tend to accelerate the
amortization of both the value of business acquired and deferred insurance
acquisition costs as they tend to decrease KILICO's projected future estimated
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<PAGE>
gross profits. Net realized capital losses tend to defer such amortization into
future periods as they tend to increase KILICO's projected future estimated
gross profits.
KILICO has taken many steps in the last several years to improve its earnings,
financial strength and competitive marketing position. These steps included
adjustments in crediting rates, reductions of operating expenses, reductions of
below investment-grade securities, a strategy not to embark on new real estate
projects, sales and refinancing of mortgage and other real estate loans and
capital contributions.
INVESTMENTS
KILICO's principal investment strategy is to maintain a balanced, well-
diversified portfolio supporting the insurance contracts written. KILICO makes
shifts in its investment portfolio depending on, among other factors, the
interest rate environment, liability durations and changes in market and
business conditions. In addition, as previously discussed, KILICO's current
strategy is to continue to reduce its overall exposure to real estate-related
investments.
<TABLE>
Invested assets and cash
(in millions)
<CAPTION>
September 30, 1996 January 4, 1996
------------------ ---------------
<S> <C> <C> <C> <C>
Cash and short-term investments $ 180 4.0% $ 398 8.4%
Fixed maturities:
Investment grade
NAIC <F1> Class 1 3,260 71.9 3,096 65.3
NAIC <F1> Class 2 455 10.0 570 12.0
Below investment grade:
Performing 23 .5 78 1.6
Nonperforming 1 .0 5 .1
Joint venture mortgage loans 113 2.5 110 2.3
Third-party mortgage loans 125 2.8 145 3.1
Other real estate-related investments 67 1.5 34 .7
Policy loans 289 6.4 289 6.1
Other 22 .4 16 .4
----- ----- ----- -----
Total $4,535 100.0% $4,741 100.0%
===== ===== ===== =====
<FN>
<F1> National Association of Insurance Commissioners ("NAIC").
-- Class 1 = A- and above
-- Class 2 = BBB- through BBB+
</FN>
</TABLE>
Fixed maturities
KILICO is carrying its fixed maturity investment portfolio, which it considers
available for sale, at estimated fair value, with the aggregate unrealized
appreciation or depreciation being recorded as a separate component of
stockholder's equity, net of any applicable income tax expense. The aggregate
unrealized depreciation, on fixed maturities at September 30, 1996 was $119.0
million. KILICO does not record a net deferred tax benefit for the aggregate
unrealized depreciation on investments. Fair values are sensitive to movements
in interest rates and other economic developments and can be expected to
fluctuate, at times significantly, from period to period.
At September 30, 1996, investment-grade fixed maturities and cash and short-term
investments accounted for 85.9 percent of KILICO's invested assets and cash,
compared with 85.7 percent at January 4, 1996.
- 11 -
<PAGE>
Approximately 37.8 percent of KILICO's investment-grade fixed maturities at
September 30, 1996 were mortgage-backed securities, down from 45.7 percent at
January 4, 1996. These investments consist primarily of marketable mortgage
pass-through securities issued by the Government National Mortgage Association,
the Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation and other investment-grade securities collateralized by mortgage
pass-through securities issued by these entities. KILICO as not made any
investments in interest-only or other similarly volatile tranches of mortgage-
backed securities. KILICO's mortgage-backed investments are generally of AAA
credit quality, and the markets for these investments have been and are expected
to remain liquid. KILICO plans to continue to reduce its percentage holding of
such investments over time.
Future investment income from mortgage-backed securities may be affected by the
timing of principal payments and the yields on reinvestment alternatives
available at the time of such payments. As a result of purchase accounting
adjustments to fixed maturities, most of KILICO's mortgage-backed securities
are carried at a premium over par. Prepayment activity resulting from a decline
in interest rates on such securities purchased at a premium would accelerate the
amortization of the premiums which would result in reductions of investment
income related to such securities. At September 30, 1996, KILICO had
unamortized premiums and discounts of $24.9 million and $5.1 million,
respectively, related to mortgage-backed securities. KILICO believes that as a
result of the purchase accounting adjustments and the current interest rate
environment, anticipated prepayment activity is expected to result in
reductions to future investment income similar to those reductions experienced
by KILICO in the first nine months of 1996.
Below investment-grade securities holdings (NAIC classes 3 through 6),
representing securities of 7 issuers at September 30, 1996, totaled 0.5 percent
of cash and invested assets at September 30, 1996, compared with 1.7 percent of
cash and invested assets at January 4, 1996. Below investment-grade securities
are generally unsecured and often subordinated to other creditors of the
issuers. These issuers may have relatively higher levels of indebtedness and be
more sensitive to adverse economic conditions than investment-grade issuers.
Real estate-related investments
The $304.9 million real estate portfolio held by KILICO, consisting of joint
venture and third-party mortgage loans and other real estate-related
investments, constituted 6.7 percent of cash and invested assets at September
30, 1996, compared with $289 million, or 6.1 percent, at January 4, 1996.
As reflected in the "Real estate portfolio" table on the following page, KILICO
has continued to fund both existing projects and legal commitments. Total future
legal commitments were $214.7 million at September 30, 1996. This amount
represented a net decrease of $33.5 million since January 4, 1996, primarily due
to sales and fundings in 1996. As of September 30, 1996, KILICO expects to fund
approximately $40.1 million of these legal commitments, along with providing
capital to existing projects. The disparity between total legal commitments and
the amount expected to be funded related principally to standby financing
arrangements that provide credit enhancements to certain tax-exempt bonds, which
KILICO does not presently expect to fund. The total legal commitments, along
with estimated working capital requirements, are considered in KILICO's
evaluation of reserves and write-downs.
Generally, at the inception of a real estate loan, KILICO anticipated that it
would roll over the loan and reset the interest rate at least one time in the
future, although KILICO is not legally committed to do so. As a result of the
continued weakness in real estate markets and fairly restrictive lending
practices by other lenders in this environment, KILICO anticipates that as
certain mortgages mature they could be rolled over, restructured or foreclosed
if not earlier disposed of.
Excluding the $9.8 million of real estate owned and $14.5 million of net equity
investments in joint ventures, KILICO's real estate loans totaled $280.6 million
at September 30, 1996. Of this amount, $274.7 million are on accrual status with
a
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<PAGE>
weighted average interest rate of approximately 8.6 percent. Of these accrual
loans, 20.6 percent have terms requiring current periodic payments of their full
contractual interest, 45.0 percent require only partial payments or payments to
the extent of cash flow of the borrowers, and 34.4 perecnt defer all interest to
maturity.
The equity investments in real estate at September 30, 1996 consisted of
KILICO's other equity investments in joint ventures. These equity investments
include KILICO's share of periodic operating results. KILICO, as an equity
owner or affiliate thereof, has the ability to fund, and historically has
elected to fund, operating requirements of certain joint ventures.
<TABLE>
Real estate portfolio
(in millions)
<CAPTION>
Mortgage loans
----------------
Joint Third-
venture party
------- ------
<S> <C> <C>
Balance at January 4, 1996 $ 110.2 $ 144.5
Additions (deductions):
Fundings 7.6 2.5
Interest added to principal 4.4 2.7
Sales/paydowns/distributions (11.5) (25.8)
Operating gain - -
Purchases from KFC Portfolio Corp. 4.8 1.3
Transfers to real estate owned - -
Realized investments gains (losses) (.7) .1
Other transactions, net (2.0) (.2)
----- -----
Balance at September 30, 1996 $ 112.8 $ 125.1
===== =====
<CAPTION>
Other real estate-related investments
--------------------------------------------
Other Real estate Equity
loans<F2> owned investments Total
--------- ----------- ----------- -----
<S> <C> <C> <C> <C>
Balance at January 4, 1996 $ 22.3 $ .5 $11.4 $288.9 <F1>
Additions (deductions):
Fundings - 15.0 - 25.1
Interest added to principal - - - 7.1
Sales/paydowns/distributions (10.0) (9.9) (5.2) (62.4)
Operating gain - - .3 .3
Purchases from KFC Portfolio Corp. 37.7 - 6.3 50.1
Transfers to real estate owned - 1.5 (1.5) -
Realized investments gains (losses) 2.9 3.0 3.2 8.5
Other transactions, net (10.2) (.3) - (12.7)
----- ----- ----- -----
Balance at September 30, 1996 $ 42.7 $ 9.8 $14.5 $304.9 <F3>
===== ===== ===== =====
<FN>
<F1> Excludes $5.6 million of real estate-related accrued interest.
<F2> The other real estate loans were notes receivable evidencing financing,
primarily to joint ventures, and were issued to KILICO generally to
provide financing for Kemper's or KILICO's joint ventures for various
purposes.
<F3> Excludes $8.6 million of real estate-related accrued interest.
</FN>
</TABLE>
Real estate concentrations
KILICO's real estate portfolio is distributed by geographic location and
property type. However, KILICO has concentration exposures in certain states
and in certain types of properties. In addition to these exposures, KILICO also
has exposures to certain real estate developers and partnerships.
<TABLE>
<CAPTION>
Geographic distribution as of Distribution by property type as of
September 30, 1996. September 30, 1996.
<S> <C> <S> <C>
California 39.9 % Hotel 34.0 %
Hawaii 11.7 Land 33.3
Texas 10.4 Office 19.9
Illinois 9.9 Residential 8.1
Oregon 6.9 Retail 2.3
Colorado 6.5 Industrial .8
Washington 6.0 Other 1.6
Florida 4.7 ----
Ohio 2.9 Total 100.0 %
Other 1.1 =====
----
Total 100.0 %
=====
</TABLE>
Real estate markets have been depressed in recent periods in areas where most of
KILICO's real estate portfolio is located. Portions of California's and
Hawaii's real estate market conditions have continued to be worse than in many
other areas of the country. Real estate markets in northern California and
Illinois continue to show some stabilization and improvement.
- 13 -
<PAGE>
Undeveloped land represented approximately 33.3 percent of KILICO's real estate
portfolio at September 30, 1996. To maximize the value of certain land and
other projects, additional development has been proceeding or has been planned.
Such development of existing projects would continue to require funding, either
from KILICO or third parties. In the present real estate markets, third-party
financing can require credit enhancing arrangements (e.g., standby financing
arrangements and loan commitments) from KILICO. The values of development
projects are dependent on a number of factors, including Kemper's and KILICO's
plans with respect thereto, obtaining necessary permits and market demand for
the permitted use of the property. The values of certain development projects
have been written down as of January 4, 1996 and December 31, 1995, reflecting
changes in plans in connection with the Zurich-led acquisition of Kemper. There
can be no assurance that such permits will be obtained as planned or at all, nor
that such expenditures will occur as scheduled, nor that Kemper's and KILICO's
plans with respect to such projects may not change substantially.
The majority of KILICO's real estate loans are on properties or projects where
KILICO, Kemper, or their affiliates have taken ownership positions in joint
ventures with a small number of partners.
At September 30, 1996, loans to and investments in joint ventures in which
Patrick M. Nesbitt or his affiliates (ANesbitt@) have an interest constituted
approximately $100.9 million, or 33.1, percent of KILICO's real estate
portfolio. The Nesbitt ventures primarily consist of eleven hotel properties.
At September 30, 1996, KILICO had $100 thousand of Nesbitt-related off-balance-
sheet legal funding commitments outstanding.
At September 30, 1996, loans to and investments in a master limited partnership
(the "MLP") between subsidiaries of Kemper and subsidiaries of Lumbermens Mutual
Casualty Company, a former affiliate, constituted approximately $75.9 million,
or 24.9 percent, of KILICO's real estate portfolio. KILICO's interest in the
MLP is a less than one percent limited partnership interest, and Kemper's
interest is 75 percent as of December 31, 1995. At September 30, 1996, MLP-
related commitments accounted for approximately $9.9 million of KILICO's off-
balance-sheet legal commitments, all of which KILICO expects to fund.
At September 30, 1996, KILICO loans to and investment in projects with the Prime
Group, Inc. or its affiliates totaled approximately $6.1 million, or 2.0
percent, of KILICO's real estate portfolio. Prime Group-related commitments
accounted for $162.0 million of the off-balance-sheet legal commitments at
September 30, 1996, of which KILICO expects to fund $15.9 million.
Provisions for real estate-related losses
KILICO establishes real estate reserves when declines in collateral values,
estimated in light of current economic conditions and calculated in conformity
with Statement of Financial Accounting Standards ("SFAS") 114, "Accounting by
Creditors for Impairment of a Loan", indicate a likelihood of loss. As of
January 4, 1996 and December 31, 1995, reflecting KILICO's change in strategy
with respect to its real estate portfolio, and the disposition thereof, real
estate-related investments were valued using an estimate of the investments
observable market price, net of estimated costs to sell.
Real estate outlook
KILICO's investment in real estate-related investments is expected to decline
further through future sales. Although the real estate-related investments have
been valued using an estimate of the investment's observable market price, net
of estimated costs to sell, KILICO's net income could be materially reduced in
future periods if real estate market conditions worsen in areas where KILICO's
portfolio is located or if Kemper's and KILICO's plans with respect to certain
projects change.
- 14 -
<PAGE>
The following table is a summary of KILICO's troubled real estate-related
investments:
<TABLE>
Troubled real estate-related investments
(before reserves and write-downs, except for real estate owned)
(in millions)
<CAPTION>
September 30 January 4
1996 1996
------------ ---------
<S> <C> <C>
Potential problem loans <F1> $ 4.6 $ 17.9
Past due loans <F2> - -
Nonaccrual loans <F3> 5.9 3.5
Restructured loans (currently performing) <F4> - .2
Real estate owned 9.8 .5
----- -----
Total $ 20.3 $ 22.1
===== =====
<FN>
<F1> These are real estate-related investments where KILICO, based on known
information, has serious doubts about the borrowers' abilities to comply
with present repayment terms and which KILICO anticipates may go into
nonaccrual, past due or restructured status.
<F2> Interest more than 90 days past due but not on nonaccrual status.
<F3> KILICO does not accrue interest on real estate-related investments when it
judges that the likelihood of collection of interest is doubtful.
<F4> KILICO defines a "restructuring" of debt as an event whereby KILICO, for
economic or legal reasons related to the debtor's financial difficulties,
grants a concession to the debtor it would not otherwise consider. Such
concessions either stem from an agreement between KILICO and the debtor
or are imposed by law or a court. By this definition, restructured loans
do not include any loan that, upon the expiration of its term, both repays
its principal and pays interest then due from the proceeds of a new loan
that KILICO, at its option, may extend (roll over).
</FN>
</TABLE>
KILICO continues to devote significant attention to its real estate portfolio,
enhancing monitoring of the portfolio and formulating specific action plans
addressing nonperforming and potential problem loans. KILICO is continuing to
analyze various potential transactions designed to further reduce both its joint
venture operating losses and the amount of its real estate-related investments.
Specific types of transactions under consideration (and previously utilized)
include loan sales, property sales and mortgage refinancings. However, there
can be no assurance that such efforts will result in continued improvements in
the performance of KILICO's real estate portfolio.
Net investment income
KILICO's pre-tax net investment income totaled $223.0 million in the first nine
months of 1996, compared with $266.7 million in the first nine months of 1995.
Included in pre-tax net investment income is KILICO's share of operating gains
and losses from equity investments in real estate consisting of other income
less depreciation, interest and other expenses. Such operating results exclude
interest expense on loans by KILICO which are on nonaccrual status.
- 15 -
<PAGE>
KILICO's total foregone investment income before tax, on both nonperforming
fixed maturity investments and nonaccrual real estate-related investments was
as follows:
<TABLE>
Foregone investment income
(dollars in millions)
<CAPTION>
Nine months ended
September 30
-----------------
1996 1995
---- ----
<S> <C> <C>
Fixed maturities $ .6 $ .2
Real estate-related investments .4 14.7
---- ----
Total $1.0 $14.9
==== ====
Basis points 3 38
==== ====
</TABLE>
Any increase in nonperforming securities, and either worsening or stagnant real
estate conditions, would increase the expected adverse effect on KILICO's future
investment income and realized investment results. Based on the level of
nonaccrual real estate-related investments at September 30, 1996, KILICO
estimates foregone investment income in 1996 will decrease compared with the
1995 level.
Future net investment income, results of operations and cash flow will reflect
KILICO's current levels of investments in investment-grade securities, real
estate fundings treated as equity investments, nonaccrual real estate loans and
joint venture operating losses. KILICO expects, however, that any adverse
effects should be offset to some extent by certain advantages that it expects to
realize over time from its other investment strategies, its product mix and its
continuing cost-control measures. Other mitigating factors include marketing
advantages that could result from KILICO having lower levels of investment risk,
higher financial strength and claims-paying ability ratings and earnings
improvements from KILICO's ability to adjust crediting rates on annuities and
interest-sensitive life products over time.
Realized investment results
Reflected in net income are after-tax net realized capital gains of $6.4 million
for the first nine months of 1996, compared with $27.5 million of net realized
capital losses for the first nine months of 1995.
Unrealized gains and losses on fixed maturity investments are not reflected in
KILICO's net income. These changes in unrealized value are included within a
separate component of stockholder's equity, net of any applicable income taxes.
If and to the extent a fixed maturity investment suffers an other-than-temporary
decline in value, however, such security is written down to net realizable
value, and the write-down adversely impacts net income.
KILICO regularly monitors its investment portfolio and as part of this process
reviews its assets for possible impairments of carrying value. Because the
review process includes estimates, there can be no assurance that current
estimates will prove accurate over time due to changing economic conditions and
other factors.
A valuation allowance is established in accordance with SFAS 109 "Accounting for
Income Taxes" and is evaluated as of each reported period end to reduce the
deferred tax asset for investment losses to the amount that, based upon
available evidence, is in management's judgment more likely than not to be
realized.
- 16 -
<PAGE>
Interest rates
The rising interest rate environment in the first nine months of 1996 will
contribute to an increase in future net investment income as well as to both
realized and unrealized fixed maturity investment losses in 1996. Also, lower
renewal crediting rates on annuities, compared with competitors' higher new
money crediting rates influenced certain annuity holders to seek alternative
products. KILICO mitigates this risk somewhat by charging surrender fees which
decrease over time when annuity holders withdraw funds prior to maturity on
certain annuity products. Approximately one-half of KILICO's fixed annuity
liabilities as of September 30, 1996, however, were no longer subject to
significant surrender fees.
LIQUIDITY AND CAPITAL RESOURCES
KILICO carefully monitors cash and short-term investments to maintain adequate
balances for timely payment of policyholder benefits, expenses, taxes and
policyholder's account balances. In addition, regulatory authorities establish
minimum liquidity and capital standards. The major ongoing sources of KILICO's
liquidity are deposits for fixed annuities, investment income, other operating
revenue and cash provided from maturing or sold investments. (See the
"Policyholder surrenders and withdrawals" table and related discussion and
"INVESTMENTS" above.)
Ratings
Ratings are an important factor in establishing the competitive position of life
insurance companies. Rating organizations continue to review the financial
performance and condition of life insurers and their investment portfolios,
including those of KILICO. Any reductions in KILICO's claims-paying ability or
financial strength ratings could result in its products being less attractive to
consumers. Any reductions in KILICO's parent's ratings could also adversely
impact KILICO's financial flexibility.
Ratings reductions for Kemper or its subsidiaries and other financial events can
also trigger obligations to fund certain real estate-related commitments to take
out other lenders. In such event, those lenders can be expected to renegotiate
their loan terms, although they are not contractually obligated to do so.
Each rating is subject to revision or withdrawal at any time by the assigning
organization and should be evaluated independently of any other rating.
Following the January 4, 1996 change in control, certain of KILICO's financial
strength ratings and claims-paying ability ratings were upgraded. KILICO's
ratings are as follows:
<TABLE>
<CAPTION>
Current rating Prior rating
---------------- ----------------
<S> <C> <C>
A.M. Best Company..................... A (Excellent) A- (Excellent)
Moody's Investor Service.............. Aa3 (Excellent) Baa1(Adequate)
Duff & Phelps Credit Rating Co........ AA (Very High) A+ (High)
Standard & Poor's..................... AA- (Excellent) Aq (Good)
</TABLE>
Stockholder's equity
Stockholder's equity totaled $649.9 million at September 30, 1996, compared with
$733.2 million at January 4, 1996. The 1996 decrease in stockholder's equity
was primarily due to a $106.3 million decrease primarily related to the change
in the unrealized loss position of KILICO's fixed maturity investment portfolio
offset by net income of $23.0 million.
- 17 -
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) EXHIBIT INDEX.
Exhibit No.
-----------
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the three
months ended September 30, 1996.
- 18 -
<PAGE>
Kemper Investors Life Insurance Company
FORM 10-Q
For the fiscal period ended September 30, 1996
-----------------------------------------
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.
Kemper Investors Life Insurance Company
(Registrant)
Date: November 12, 1996 By:/s/JOHN B. SCOTT
--------------------------------
John B. Scott
President, Chief Executive Officer and
Director
Date: November 12, 1996 By:/s/FREDERICK L. BLACKMON
--------------------------------
Frederick L. Blackmon
Sr. Vice President and
Chief Financial Officer
- 19 -
<PAGE>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE THIRD
QUARTER FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
[MULTIPLIER] 1,000
[PERIOD-TYPE] 9-MOS.
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-START] JAN-05-1996
[PERIOD-END] SEPT-30-1996
[DEBT-HELD-FOR-SALE] 3,738,887
[DEBT-CARRYING-VALUE] 3,738,887
[DEBT-MARKET-VALUE] 3,738,887
[EQUITIES] 0
<MORTGAGES> 237,832
[REAL-ESTATE] 67,060
[TOTAL-INVEST] 4,532,805
[CASH] 2,213
[RECOVER-REINSURE] 452,617
[DEFERRED-ACQUISITION] 18,984
[TOTAL-ASSETS] 7,582,839
[POLICY-LOSSES] 4,338,654
[UNEARNED-PREMIUMS] 0
[POLICY-OTHER] 0
<POLICY-HOLDER-FUNDS) 0
[NOTES-PAYABLE] 0
[COMMON] 2,500
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 647,429
[TOTAL-LIABILITY-AND-EQUITY] 7,582,839
[PREMIUMS] 0
[INVESTMENT-INCOME] 223,019
[INVESTMENT-GAINS] 9,831
[OTHER-INCOME] 26,314
[BENEFITS] 173,143
[UNDERWRITING-AMORTIZATION] 3,025
[UNDERWRITING-OTHER] 0
[INCOME-PRETAX] 40,324
<INCOME-TAX) 17,306
[INCOME-CONTINUING] 23,018
<DISCOUNTED> 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 23,018
[EPS-PRIMARY] 0
[EPS-DILUTED] 0
[RESERVE-OPEN] 0
[PROVISION-CURRENT] 0
[PROVISION-PRIOR] 0
[PAYMENTS-CURRENT] 0
[PAYMENTS-PRIOR] 0
[RESERVE-CLOSE] 0
[CUMULATIVE-DEFICIENCY] 0
- 20 -
