FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1995 Commission file number 1-5955
Jefferson-Pilot Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-0896180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive offices) (Zip Code)
(910) 691-3691
(Registrant's telephone number, including area code)
Indicate 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 pre-
ceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
Number of shares of common stock outstanding at September 30, 1995 47,466,866
<PAGE>
JEFFERSON-PILOT CORPORATION
INDEX
- Page No. -
Part I. Financial Information
Consolidated Condensed Balance Sheets
- September 30, 1995 and December 31, 1994 3
Consolidated Condensed Statements of Income
- Three Months and Nine Months Ended
September 30, 1995 and 1994 4
Consolidated Condensed Statements of Changes
in Retained Earnings
- Three Months and Nine Months Ended
September 30, 1995 and 1994 5
Consolidated Condensed Statements of Cash
Flows
- Nine Months Ended September 30, 1995 and 1994 6
Notes to Consolidated Condensed Financial
Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. Other Information 23
Signatures 24
2
<PAGE>
PART I. FINANCIAL INFORMATION
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
September 30 December 31
Assets 1995 1994
(Unaudited) (Note 1)
Cash and investments:
Debt securities available for sale $ 2,742,888 $ 1,606,865
(amortized cost $2,657,559)
Debt securities held to maturity 2,020,371 1,940,046
(fair value $2,071,853)
Equity securities, trading 51,856 0
(cost $49,744)
Equity securities available for sale 798,598 718,023
(cost $211,919)
Mortgage loans 839,569 680,625
Cash and all other investments 333,433 297,884
Accrued investment income 85,604 67,371
Accounts receivable and agents' balances 61,019 64,191
Accounts receivable - reinsurance 34,323 30,036
Property and equipment, net 98,471 100,672
Deferred policy acquisition costs 560,459 329,139
Other assets 87,099 95,259
Separate account assets 275,956 210,225
$ 7,989,646 $ 6,140,336
Liabilities and Stockholders' Equity
Liabilities:
Policy liabilities $ 4,856,554 $ 3,633,763
Income tax liabilities 250,591 122,082
Obligations under repurchase agreements (Note 2) 266,057 266,838
Short-term notes payable 76,500 29,350
Accrued expenses 78,305 82,393
Unearned investment income 5,314 4,959
Other liabilities 181,251 58,183
Separate account liabilities 275,956 210,225
5,990,528 4,407,793
Stockholders' Equity:
Common stock 59,334 60,564
Retained earnings 1,507,988 1,441,132
Net unrealized gains on securities,
net of income tax effect 431,796 230,847
1,999,118 1,732,543
$ 7,989,646 $ 6,140,336
See notes to consolidated condensed financial statements.
3
<PAGE>
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands Except Shares Outstanding and Per Share Amounts)
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
(Unaudited)(Unaudited) (Unaudited)(Unaudited)
Revenue:
Premiums
Life and annuity $ 51,356 $ 42,000 $ 147,885 $129,754
Accident and health 102,285 99,967 305,999 297,757
Other considerations 8,229 4,347 17,828 9,744
Investment income, net of expenses 118,538 93,268 322,037 280,588
Communications 37,791 38,476 114,778 118,866
Other income 44,112 18,565 91,086 54,990
Realized investment gain 19,269 15,831 26,066 42,470
381,580 312,454 1,025,679 $934,169
Benefits and Expenses:
Policy benefits 199,274 158,395 547,284 470,403
Insurance commissions 23,246 18,977 71,095 52,406
Communications operations 26,775 26,921 78,124 82,064
General and administrative 30,632 28,451 91,585 87,838
Taxes, licenses, and fees 6,511 5,700 19,448 17,459
Increase in deferred acquisition
costs, net of amortization ( 3,939) ( 12,551) ( 32,166) (27,596)
282,499 225,893 775,370 682,574
Income before income taxes 99,081 86,561 250,309 251,595
Provision for income taxes 33,649 29,658 81,884 86,010
65,432 56,903 168,425 165,585
Discontinued operations, net of
income taxes (Note 3) 0 1,896 18,541 5,848
Net Income $ 65,432 $ 58,799 $ 186,966 $171,433
Average number of shares
outstanding 47,465,283 48,450,367 47,905,902 48,705,568
Income before gain from sales
of investments:
Continuing operations $ 1.12 $ 0.97 $ 3.13 $ 2.86
Discontinued operations (Note 3) 0.00 0.04 0.05 0.12
Total 1.12 1.01 3.18 2.98
Gain from sales of investments,
net of income taxes:
Continuing operations 0.26 0.20 0.38 0.54
Discontinued operations (Note 3) 0.00 0.00 0.34 0.00
Total 0.26 0.20 0.72 0.54
Net income per share of
common stock $ 1.38 $ 1.21 $ 3.90 $ 3.52
See notes to consolidated condensed financial statements.
4
<PAGE>
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN RETAINED EARNINGS
(In Thousands)
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
(Unaudited) (Unaudited (Unaudited) (Unaudited)
Balance at beginning of period $1,488,096 $1,377,575 $1,441,132 $1,339,672
Net income for the period 65,432 58,799 186,966 171,433
1,553,528 1,436,374 1,628,098 1,511,105
Cash dividends declared ( 45,641) ( 20,769) ( 68,788) ( 41,743)
Reacquisition of common
stock, net 101 ( 952) ( 51,322 ( 54,709)
Balance at end of period $1,507,988 $1,414,653 $1,507,988 $1,414,653
See notes to consolidated condensed financial statements.
5
<PAGE>
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
Nine Months Ended
September 30
1995 1994
(Unaudited) (Unaudited)
Cash Flows from Operating Activities:
Net income $ 186,966 $ 171,433
Adjustments to reconcile net income to net
cash provided by operating activities:
Change in policy liabilities 10,321 25,788
Amortization of deferred acquisition costs 35,186 27,958
Deferred policy acquisition costs ( 62,420) ( 56,518)
Trading investments ( 49,367) 0
Gain from sales of investments ( 60,866) ( 42,592)
Other 81,115 1,356
Net cash provided from operations 140,935 127,425
Cash Flows from Investing Activities:
Investments purchased and sold ( 478,378) ( 480,652)
Cash received from assumption reinsurance 141,819 0
Other investing activities 1,462 ( 19,858)
Net cash used by investing activities ( 335,097) ( 500,510)
Cash Flows from Financing Activities:
Net short-term borrowings 46,368 275,492
Cash dividends to stockholders ( 68,788) ( 61,034)
Reacquisition of common stock, net ( 51,322) ( 55,977)
Policyholder contract deposits 351,846 283,884
Policyholder contract withdrawals ( 79,449) ( 86,285)
Net cash provided by financing activities 198,655 356,080
Increase (decrease) in cash and cash equivalents 4,493 ( 17,005)
Cash and cash equivalents at beginning of period 22,774 31,563
Cash and cash equivalents at end of period $ 27,267 $ 14,558
Supplemental Cash Flow Information:
Income taxes paid $ 64,174 $ 97,100
Interest paid on borrowed money $ 13,896 $ 6,040
Schedule of noncash investing and financing activities:
The Company entered into a reinsurance agreement to acquire the majority of
the life insurance business of Kentucky Central Life. In connection with this
transaction, assets and liabilities were assumed as follows:
Fair value of assets acquired $ 955,181
Cash received from assumption reinsurance 141,819
Liabilities assumed $1,097,000
Values may be subsequently adjusted as a result of opt-out provisions exer-
cised by current Kentucky Central Life policyholders and other post closing
adjustments.
See notes to consolidated condensed financial statements.
6
<PAGE>
JEFFERSON-PILOT CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated condensed balance sheet as of December 31, 1994
has been derived from the audited consolidated balance sheet as of that date.
The other accompanying consolidated condensed financial statements of
Jefferson-Pilot Corporation and subsidiaries are unaudited; but, in the
opinion of the Company's management, reflect all adjustments necessary to
present fairly the consolidated condensed balance sheet as of September 30,
1995, the consolidated condensed September 30 statements of income and changes
in retained earnings for the three months and nine months ended September 30,
1995 and 1994, and the consolidated condensed statements of cash flows for the
nine months ended September 30, 1995 and 1994. Such adjustments consist only
of normal recurring accruals and adjustments.
These consolidated condensed financial statements should be read in
conjunction with the audited consolidated financial statements and related
notes included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994. Consolidated net income and cash flows for the interim
periods reflected in the accompanying consolidated condensed financial
statements are not necessarily indicative of those to be expected for the
entire fiscal year.
2. Reverse Repurchase Agreements
During the nine months ended September 30, 1995, the Company entered into
several reverse repurchase agreements. The agreements involve U.S. Treasury
notes with a fair value of $270,628,250 at September 30, 1995 and an amortized
cost of $254,434,879. The agreements mature at various dates through December
1995. The maximum amount of principal outstanding during the period was
$264,698,000. As of September 30, 1995, the maximum amount outstanding with
any one party was $170,329,000 with CS First Boston Corporation. The weighted
average interest rate under the agreements approximated 5.8% for the period.
3. Discontinued Operations
Agreements to sell Jefferson-Pilot Fire and Casualty Company and Jefferson-
Pilot Title Insurance Company were entered into during 1994. These companies
formerly comprised the "Other" Insurance segment, and their earnings for all
periods shown are labeled "Discontinued operations".
4. Subsequent Events
On November 6, 1995, the Company's Board of Directors approved a three-for-two
stock split, to be effected in the form of a 50 percent share dividend payable
December 22, 1995 to shareholders of record December 8, 1995.
On October 6, 1995, the Company acquired Alexander Hamilton Life Insurance
Company of America for approximately $575 million. See the Current
Developments section of the Management's Discussion and Analysis.
7
<PAGE>
JEFFERSON-PILOT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is management's discussion and analysis of financial condition
as of September 30, 1995, changes in financial condition for the nine months
then ended, and results of operations for the quarter and nine months ended
September 30, 1995 as compared to September 30, 1994. This discussion
supplements Management's Discussion and Analysis in Form 10-K for the year
ended December 31, 1994. It should be read in conjunction with the interim
financial statements and notes contained herein.
Results of Operations
Jefferson-Pilot Corporation (JP), a holding company, derives its primary
sources of revenue from life insurance operations of Jefferson-Pilot Life
Insurance Company (JP Life), from communications revenues of Jefferson-Pilot
Communications Company (JP Communications), and from investment income on
securities owned by the parent and passive investment subsidiaries. During
the fourth quarter of 1994 and early second quarter of 1995, JP sold two of
its subsidiaries, Jefferson-Pilot Fire & Casualty Company and Jefferson-Pilot
Title Insurance Company. Operating results of these subsidiaries, net of
related income taxes, are reported as "Discontinued Operations". Also, during
the first quarter of 1995, JP sold the majority of assets of a subsidiary,
Jefferson-Pilot Data Services, Inc. Earnings from this subsidiary are
included in the Communications segment. Investment income on net sale
proceeds of these subsidiaries is included in earnings on investments held in
the parent company and passive investment subsidiaries and reported in
"Other".
Jefferson-Pilot Life acquired a majority of the life insurance and annuity
business of Kentucky Central Life Insurance Company (Kentucky Central) on
May 31, 1995 in an assumption reinsurance transaction. In connection with
this transaction, Jefferson-Pilot Life assumed assets of $869 million
(excluding the value of business acquired) and recorded liabilities of $1,097
million. Four months' operating results are included in the Company's
financial statements. As stated in the Form 8-K which was filed by the
Company on June 15, 1995, several unresolved issues exist as a contingency to
final determination of assets and liabilities recorded. Further participation
options to be exercised by approximately 4,000 policyholders may result in
adjustments to assets and liabilities assumed, as well as the Company's
enhancement under a guaranty association participation agreement. Currently,
the Company has recorded approximately $77 million as an other liability
relating to the pending resolution of the further participation option
process. Policy reserves of approximately $111 million will be recorded if
100% of such policyholders elect participation, and a corresponding adjustment
to Purchase Deferred Acquisition Cost will be recorded. To the extent that
such options are exercised against the JP Life participation, the Company will
refund policy amounts received plus interest thereon. Asset valuation issues
were resolved during the third quarter. Adjustments to asset values were not
material to the Company's financial position or to the transaction
individually.
8
<PAGE>
Other related events may impact the future results of this block of business.
A surrender moratorium covering the period June 1 through September 30, 1995
restricts surrenders by policyholders under a guaranty association
participation agreement. Also, subsidies from participating guaranty
associations intended to mitigate the unfavorable financial impact of
surrenders do not apply prior to February 1, 1996. After that time, the level
of policyholder withdrawals may increase; however, the Company does not expect
the incidence of such withdrawal activity to have a material impact on the
Company's financial position or results of operations.
Consolidated Statements of Income
Three Months Ended Nine Months Ended
Sept 30 Sept 30 Sept 30 Sept 30
1995 1994 1995 1994
(In millions)
Income before realized
investment gains:
Continuing operations $ 52.9 $ 47.1 $150.2 $139.2
Discontinued operations 0 1.9 2.2 5.7
Operating income 52.9 49.0 152.4 144.9
Realized investment gains
(net of income taxes):
Continuing operations 12.5 9.8 18.2 26.4
Discontinued operations 0 0 16.4 .1
Realized investment gains 12.5 9.8 34.6 26.5
Net Income:
Continuing operations 65.4 56.9 168.4 165.6
Discontinued operations 0 1.9 18.6 5.8
$ 65.4 $ 58.8 $187.0 $ 171.4
Included in Net Income are realized investment gains from sale of investments.
Consolidated Earnings Per Share
Three Months Ended Nine Months Ended
Sept 30 Sept 30 Sept 30 Sept 30
1995 1994 1995 1994
(In millions)
Income before realized
investment gains:
Continuing operations $ 1.12 $ .97 $ 3.13 $ 2.86
Discontinued operations 0 .04 .05 .12
Operating income 1.12 1.01 3.18 2.98
Realized investment gains
(net of income taxes):
Continuing operations .26 .20 .38 .54
Discontinued operations 0 0 .34 0
Realized investment gains .26 .20 .72 .54
Net Income:
Continuing operations 1.38 1.17 3.51 3.40
Discontinued operations 0 .04 .39 .12
$ 1.38 $ 1.21 $ 3.90 $ 3.52
9
<PAGE>
"Available for Sale" and "Trading Securities" Investments
September 30, 1995 December 31, 1994
(In millions)
Cost of equity securities classified
as "available for sale" $211.9 $290.4
Fair value $798.6 $718.0
Cost of equity securities classified
as "trading" $ 49.7 $ 0
Fair value $ 51.8 $ 0
Amortized cost of "available for
sale" debt securities $2,657.6 $1,692.0
Fair value $2,742.9 $1,606.9
Net Income by Business Segment
Three Months Ended Nine Months Ended
Sept 30 Sept 30 Sept 30 Sept 30
1995 1994 1995 1994
(In millions)
Life insurance:
Individual $ 37.4 $ 31.2 $ 103.1 $ 91.1
Group 10.3 11.2 28.5 32.6
47.7 42.4 131.6 123.7
Communications 4.5 4.4 15.8 14.6
Discontinued operations 0 1.9 2.2 5.8
Other .7 .2 2.8 0.8
Operating income 52.9 48.9 152.4 144.9
Net realized investment gains 12.5 9.9 34.6 26.5
Net Income $ 65.4 $ 58.8 $ 187.0 $ 171.4
Individual Insurance Statements of Income
Three Months Ended Nine Months Ended
Sept 30 Sept 30 Sept 30 Sept 30
1995 1994 1995 1994
(In millions)
Premiums, considerations,
and other income $ 89.7 $ 52.0 $ 214.2 $ 155.6
Net investment income 103.5 80.2 277.7 239.1
Total revenues 193.2 132.2 491.9 394.7
Policy benefits 107.2 70.3 267.4 205.9
Expenses 30.2 15.7 72.2 54.0
Total benefits and expenses 137.4 86.0 339.6 259.9
Operating income before
income taxes 55.8 46.2 152.3 134.8
Provision for income taxes 18.4 15.0 49.2 43.6
Operating income $ 37.4 $ 31.2 $ 103.1 $ 91.2
10
<PAGE>
Group Insurance Statements of Income
Three Months Ended Nine Months Ended
Sept 30 Sept 30 Sept 30 Sept 30
1995 1994 1995 1994
(In millions)
Premiums, considerations,
and other income $ 116.3 $ 112.9 $ 348.6 $ 336.6
Net investment income 11.7 11.3 35.2 33.6
Total revenues 128.0 124.2 383.8 370.2
Policy benefits 92.1 88.1 279.9 264.5
Expenses 20.7 19.5 62.0 57.6
Total benefits and expenses 112.8 107.6 341.9 322.1
Operating income before
income taxes 15.2 16.6 41.9 48.1
Provision for income taxes 4.9 5.4 13.4 15.5
Operating income $ 10.3 $ 11.2 $ 28.5 $ 32.6
Communications Statements of Income
Three Months Ended Nine Months Ended
Sept 30 Sept 30 Sept 30 Sept 30
1995 1994 1995 1994
(In millions)
Communications revenues $ 37.7 $ 38.4 $114.8 $ 118.8
Operating costs 26.7 27.0 78.1 82.1
Depreciation and amortization 2.3 2.7 7.0 7.5
General expenses 1.1 1.3 3.3 4.2
Total expenses 30.1 31.0 88.4 93.8
Operating income before
income taxes 7.6 7.4 26.4 25.0
Provision for income taxes 3.1 3.0 10.6 10.4
Operating income $ 4.5 $ 4.4 $ 15.8 $ 14.6
Results for the Nine Months
First Nine Months of 1995 Compared to the First Nine Months of 1994
Consolidated net income increased 9.1% over the prior year's first nine months
to $187.0 million. Income before investment gains (operating income)
increased 5.1% to $152.4 million. Operating income from continuing operations
was 7.9% higher at $150.2 million, and operating income from discontinued
operations decreased 62.2% to $2.2 million due to the completion of the sale
of Jefferson-Pilot Fire and Casualty Company in the second quarter.
Investment gains for the current nine months period, net of income taxes, were
$34.6 million, as compared to $26.5 million last year. Included in the $34.6
million gain was an $11.1 million net gain on the sale of Jefferson-Pilot Data
Services' assets and a $13.4 million net gain on the sale of JP Fire &
Casualty.
11
<PAGE>
JP has periodically reacquired shares of its stock and issued additional
shares under incentive option programs. Average shares outstanding during the
first nine months of 1995 and 1994 were 47.9 million and 48.7 million.
Approximately 996,000 shares were reacquired by JP during the first nine
months of 1995, and approximately 11,700 shares were issued in satisfaction of
exercised stock options and as incentive compensation during the same period.
Earnings per share increased 10.8% during the first nine months of 1995,
partly due to improved earnings and partly due to the impact of share
repurchases. Revenues from continuing operations increased 9.8%, to $1,026
million, over the same period of the prior year. Excluding realized
investment gains, revenues increased 12.1% to $999.6 million. Total premiums,
considerations, and other income (excluding discontinued operations) increased
14.3%. Receipts on universal life and most annuity products do not flow
through income in the year of receipt but are included in the liability for
policyholder contract deposits. Policyholder contract deposits increased from
$1,846 million at year end to $2,952 million at September 30, 1995.
Approximately $833 million of the increase came from acquiring Kentucky
Central's interest sensitive life and annuity business, with the balance
arising from the excess of deposits over proceeds returned during the first
nine months. Accident and health premiums increased 2.8% to $306.0 million.
Net investment income, which is included in operating income, grew 14.8% over
the same nine months period of the prior year to $322.0 million. This
includes investment income generated from assets acquired in the Kentucky
Central Life transaction.
Revenues from the Communications segment declined 3.4% due to the disposal of
JP Data Services operations during the first quarter of 1995.
Total policy benefits and expenses increased 13.6% over the same nine months
period of last year to $775.4 million. Life benefits and credits to
policyholder accounts increased 27.3% over the prior year, reflecting the
growth in life business in force and the Kentucky Central acquisition.
Accident and health benefits including reserve increases were 5.4% higher in
the first nine months of 1995 than in the same period of 1994 primarily due to
unfavorable results among disability and medical coverages and an increased
volume of dental coverages.
Insurance commissions were 35.7% higher due to growth in sales. Operating
expenses increased 5.4%. Costs of Communications operations declined 4.8% due
to sale of JP Data Services.
Income taxes from continuing operations declined $4.1 million, or 4.8%, versus
the same period of the prior year. Effective tax rates declined to 32.7% for
the nine months period versus 34.1% for the same period in 1994, due in part,
to higher tax bases than book bases on JP Data Services' asset sales and
capital losses generated by companies which are subject to both federal and
state taxes.
Operating Earnings by Business Segment
JP's continuing business segments include Insurance and Communications.
Operating income of the business segments includes investment income but
excludes net realized investment gains. Operating income and losses of the
parent company and passive investment subsidiaries, consolidation entries, and
net realized investment gains are included in the "Other" category.
Currently, all corporate capital is allocated to the business segments.
12
<PAGE>
Insurance
The Insurance segment is comprised of operations conducted by the Individual
and Group distribution systems.
Individual Insurance Operations
Individual operating income improved 13.0% in the first nine months of 1995
versus the first nine months of 1994. As a percentage of total revenues,
operating income was 21.0% in 1995 compared with the 23.1% profit margin
posted over the same period of 1994. The decline occurred because of market
pressures on interest spreads of interest sensitive life and annuity products.
Operating results of approximately $4 million were attributable to the block
of business acquired from Kentucky Central.
New first year life insurance premiums and receipts for policyholder accounts
rose 67.9%, and annuity receipts increased 24.7% due to increases in
production from JP Life's Independent Marketing Organization.
Policy benefits increased $61.5 million, or 29.9%, reflective of the Kentucky
Central acquisition and growth of business in force. Death benefits were
$65.9 million during the first nine months of 1995, an increase of $18.3
million, or 38.4%. This unit had adverse mortality experience on policies
with higher durations earlier in 1995. Also, death benefits include $12.6
million from the recently acquired Kentucky Central business. This is
slightly higher than historical experience; however, it is not viewed as
representative of a trend.
Total commissions and expenses (net of acquisition costs deferred) increased
33.7%. Commissions alone increased 46.0% on higher 1995 sales.
Group Insurance Operations
Group operating income declined 12.6% in the first nine months of 1995 when
compared to the same period of the prior year. As a percentage of premiums
and other considerations, operating income for the Group Department was 8.2%
in 1995's first nine months and 9.7% in 1994. Group Life results improved
7.8%, to $9.0 million, as a result of improved mortality from the adverse
levels of 1994 and growth of in force coverages. Accident and Health results
of $19.5 million were 19.5% lower than the first nine months of 1994 due to
adverse disability experience in selected industries during the first quarter
of 1995, lower earnings on conventional medical coverages resulting from
increased utilization of health care services, primarily smaller dollar
services such as office visits and lab tests, continued medical inflation, and
the inability to offset increased medical costs with higher rates due to
market competition.
Premiums and equivalents, which include the equivalent premiums on cases
administered by the Group Department on an uninsured basis, were $569.6
million for the first nine months, a modest decrease over the same period of
the prior year. Policy benefits, including reserve fluctuations on fully-
insured health coverages, increased 6.9% while premium income on these same
cases increased 3.8%. Death benefits in 1995 were 0.5% higher than the prior
year while premium income on life insurance coverages increased 2.8%.
Expenses increased 7.6% due to greater costs related to managed care efforts
and increased commissions related to sales growth in nonmedical coverages.
13
<PAGE>
Communications
Operating income from the Communications segment increased 8.2% compared to
the same period of the prior year. Excluding the operations of JP Data
Services, operating income increased 11.6%. Profit improvement was
attributable to both radio and television properties. Stronger than expected
demand in established television markets and improvements in market share
contributed to the improved operating income.
Revenues for the first nine months declined 3.4% from the first nine months of
1994. Excluding the operations of JP Data Services, communication revenues
grew 13.5%. Television, radio, and sports and entertainment contributed to
this growth, improving 11.7%, 4.8%, and 38.8% respectively. All three
television stations benefitted from strong local and national advertising
demand. Radio growth was also attributable to strong local and national
advertising. The majority of the nine months' growth experienced by sports
and entertainment was due to the acquisition of a motor sports programming
operation in the fall of 1994, the production of two network television ice
skating events, an increase in collegiate sports revenues, and advertising
revenue relating to the new contract to televise NFL Carolina Panthers
preseason games.
Total expenses declined $5.4 million, or 5.8%. Excluding JP Data Services,
Communications expenses increased $11.0 million, or 14.3%. The increase is
primarily attributable to costs associated with the increased revenues, the
two ice skating productions, and recently acquired properties. Total expenses
and costs of sales, as a percentage of revenues, remained relatively constant
at 78.6% at September 30, 1995 and 78.0% at September 30, 1994.
Discontinued Operations
Discontinued operations include the operations of Jefferson-Pilot Fire &
Casualty (JP F & C) and Jefferson-Pilot Title Insurance Company (JP Title).
On December 23, 1994, JP agreed to sell the stock of JP F & C, subject to
regulatory approval. Such approval was subsequently received and closing
occurred on April 3, 1995. Prior to closing, JP F & C paid a dividend in
partial liquidation in the amount of $36.2 million. At closing, the stock of
JP F & C was sold for $55 million. A gain was reported in the second quarter
financial statements of $13.4 million, net of taxes. JP Title was sold during
the fourth quarter of 1994.
The operations of both subsidiaries are segregated as "Discontinued Operations"
in the accompanying financial statements. Due to the completed sale
transaction,operating income attributable to Discontinued Operations decreased
62.1% to $2.2 million for the first nine months of 1995 as compared to 1994.
It is expected that the reinvestment of net proceeds from sale of these
subsidiaries will replace the operating income included as a component of
Discontinued Operations.
Other
Operating results categorized as "Other" include earnings on investments held
in the parent company and passive investment subsidiaries as reduced by their
expenses. These results increased to $2.8 million for the first nine months
of 1995, versus $0.8 million for the same period of the prior year, due to
earnings on sale proceeds of discontinued operations.
14
<PAGE>
Third Quarter of 1995 Compared to Third Quarter of 1994
Consolidated net income increased 11.3% over the prior year's third quarter to
$65.4 million. Income before investment gains (operating income) increased
8.2% to $52.9 million. Operating income from continuing operations was 12.5%
higher at $52.9 million, and operating income from discontinued operations
decreased to $0 due to the completion of the sale of JP F & C in the second
quarter.
Realized investment gains, net of taxes were $12.5 million, or 26.3% higher
than the third quarter of 1994.
Average shares outstanding during the third quarters of 1995 and 1994 were
47.5 million and 48.5 million. Approximately 500 shares were reacquired by JP
during the third quarter of 1995, and approximately 3,150 shares were issued
in satisfaction of exercised stock options during the third quarter of 1995.
Earnings per share increased 14.0% during the third quarter of 1995. Revenues
increased 22.1% to $381.6 million over the same quarter of the prior year.
Excluding realized investment gains, revenues increased 22.1% to $362.3
million. Accident and health premiums increased 2.3% to $102.3 million.
Net investment income, which is included in operating income, grew 27.1% over
the same quarter of the prior year to $118.5 million.
Revenues from the Communications segment declined 1.8% due to the disposal of
JP Data Services operations during the first quarter of 1995.
Total policy benefits and expenses increased 25.1% over the third quarter of
last year to $282.5 million. Life benefits and credits to policyholder
accounts increased 47.5% over the prior year, reflecting the growth in life
business in force. Accident and health benefits including reserve
fluctuations were 3.4% higher in the third quarter of 1995 than in the third
quarter of 1994.
Commissions increased 22.5%, in line with sales results. Operating expenses
including the additional costs associated with servicing the Kentucky Central
Life business increased 8.8%. Costs of Communication's operations declined
0.5%.
Income taxes from continuing operations increased $4.0 million, or 13.5%,
versus the same quarter of the prior year. The effective tax rate for the
third quarter of 1995 was 34.0%, a slight decline from the third quarter of
1994.
Insurance
Individual Operations
Individual operating income improved 19.9% in the third quarter of 1995,
versus the third quarter of 1994, as a result of the deployment of corporate
capital for the Kentucky Central acquisition. As a percentage of total
revenues, operating income for the Individual unit was 19.4% in 1995 and 23.6%
in 1994. The 1994 operating margin was higher because of very favorable
mortality. New first-year life insurance premiums and receipts for
policyholder accounts rose 58.2% while annuity receipts decreased 14.9% due to
competitive pressures in the market place as interest rates have decreased.
15
<PAGE>
Policy benefits increased 52.4% in 1995's third quarter due to the Kentucky
Central acquisition and the growth of business in force. Death benefits in
the third quarter of 1995 were $25.0 million, or 67.6% higher than the same
quarter of the prior year. Death benefits of $9.4 million from the Kentucky
Central block of business are included in the third quarter of 1995. Total
commissions and expenses (net of acquisition costs deferred and excluding $8.0
million amortization of the recently acquired Kentucky Central block of
business) were $22.2 million, an increase of 41.4% over the same period last
year. Commissions alone increased 25.3% on increased sales.
Group Operations
Group earnings for the third quarter of 1995 were $10.3 million, compared to
$11.2 million in the third quarter of last year, a decrease of 8.0%. As a
percentage of premiums, considerations and other income, operating income was
8.8% in 1995's third quarter, compared to 9.9% in 1994. Group life results
decreased 4.0%, to $2.6 million, while accident and health results of $7.6
million were 9.8%, or $0.8 million lower, as a consequence of increased use of
health care services in alternately-funded medical markets and a return to
normal profit levels for the accidental death product compared with 1994's
outstanding results. In contrast, long-term disability results continued to
improve during the quarter.
Communications
Operating income from the Communications segment increased 2.3% compared to
the same quarter of the prior year. Excluding the operations of JP Data
Services, operating income increased 15.1% over the same quarter in 1994.
Profit improvement was attributable to radio, television properties, and
sports and entertainment.
Revenues for the quarter declined 2.9% from the third quarter of 1994.
Excluding the operations of JP Data Services, Communications revenues grew
$5.5 million, or 16.9%. Television, radio, and sports and entertainment
contributed to this growth, improving $2.3 million, $0.4 million, and $3.0
million respectively. The significant growth in sports and entertainment was
due to the production of network television ice skating events, an increase in
collegiate football revenues, and advertising related to the new contract to
televise the NFL Carolina Panthers preseason games. The television growth was
due to strong local and national advertising demand. Radio growth was also
attributable to strong local and national advertising demand.
Total expenses declined $.9 million, or 2.9%. Excluding JP Data Services,
Communications expenses increased $4.5 million, or 17.5%. The increase is
primarily attributable to costs associated with the increased revenues and
recently acquired properties. Total expenses, as a percentage of revenues,
remained relatively constant at 80.1% at September 30, 1995 and 79.6% at
September 30, 1994.
Other
Other results increased to $0.7 million for the third quarter of 1995 versus
($0.3) million for the same period of the prior year on earnings of sales
proceeds from discontinued operations.
16
<PAGE>
CONSOLIDATED FINANCIAL POSITION, CAPITAL RESOURCES, AND LIQUIDITY
Total assets were $7,990 million at September 30, 1995 and $6,140 million at
December 31, 1994, an increase of $1,850 million, or 30.1%. The primary
source of asset growth is the assumption of a majority of Kentucky Central's
life and annuity business on May 31, 1995. In connection with assuming
liabilities of $1,097 million, JP Life received assets valued at $869 million.
This included bonds valued at $615 million, policy loans at $37 million, cash
and short term investments amounting to $142 million, stocks amounting to $6
million, and other assets of $69 million. In addition, JP Life recorded
$228.4 million as the value of business acquired which is recorded as deferred
acquisition costs. Additional asset increases relate to increases in
policyholder contract deposits (primarily annuities and universal life
contracts) of $272.4 million and increases in fair values of securities
"available for sale" and "trading" of $331.6 million.
The $228.4 million recorded as the value of Kentucky Central business acquired
primarily relates to interest sensitive products. The value of the interest
sensitive business will be amortized as a constant percentage of future gross
profits using the contractual interest rate. It is expected that approximately
51% of the $228.4 million will be amortized through 1999. Approximately 7.9%
is expected to be amortized during 1995 with 11.8%, 10.6%, 10.2%, and 10.1%
amortized for the years 1996-1999 respectively. The value of the business
acquired is expected to change to reflect additional participation through the
pending opt-in process. The amortization is subject to change as actual
experience emerges.
Total liabilities were $5,991 million, compared to $4,408 million at
December 31, 1994, with the increase primarily due to the assumption of
Kentucky Central's life and annuity policies.
The Insurance segment defers the costs of acquiring new business including
commissions, certain costs of underwriting and issuing policies, and certain
agency office expenses. Such amounts deferred were $560.5 million at
September 30, 1995 and $329.1 million at December 31, 1994, an increase of
$231.4 million or 70.3%. The increase is primarily related to the Kentucky
Central transaction and Individual first year premiums which have grown
significantly in recent years. Deferred policy acquisition costs are reviewed
periodically to determine that the unamortized portion does not exceed
expected recoverable amounts.
Capital Resources
Consolidated shareholders' equity was $1,999 million at September 30, 1995 and
$1,733 million at December 31, 1994 with no long-term debt outstanding at
either date. Shareholders' equity includes net unrealized gains on securities
available for sale of $431.8 million at September 30, 1995 and $230.8 million
at December 31, 1994. During the first nine months of 1995 and 1994, fair
values of securities classified as available for sale, net of deferred taxes,
increased $200.9 million and decreased $45.7 million.
JP considers existing capital resources to be more than adequate to support
the current level of its business activities.
17
<PAGE>
Capital Adequacy as of September 30, 1995 is as follows:
September 30, 1995 December 31, 1994
(In millions)
Total assets $7,990 $6,140
Total shareholders' equity $1,999 $1,733
Ratio of shareholders' equity to assets 25.0% 28.2%
As of September 30 1995, the Company had no long-term debt outstanding. The
Company has filed a shelf registration statement with the SEC to register debt
securities up to $300 million to repay bank indebtedness incurred in the
Alexander Hamilton acquisition and for other corporate purposes. JP has
amended this registration statement including a prospectus supplement
providing for issuance by JP of Automatic Common Exchange Securities. The
Securities, which constitute senior debt of JP, will mature in the year 2000
and will be mandatorily exchanged at maturity into shares of common stock of
NationsBank Corporation (or, at JP's option, cash with an equal value).
Liquidity
JP's liquidity requirements are met primarily by cash flows from the
operations of JP Life and other consolidated subsidiaries. The Company has
historically posted positive cash flows from operating activities of its
Insurance and Communications segments. Management believes that its overall
sources of liquidity will continue to be sufficient to satisfy its operating
requirements.
Net cash provided by operations for the first nine months of 1995 and 1994 was
$140.9 million and $127.4 million. Cash flows provided from increases in
policyholder contract deposits were $272.4 million and $197.6 million for the
first nine months of 1995 and 1994. Net borrowings under short-term
facilities and securities sold under repurchase agreements were $46.4 million
and $275.5 million for the first nine months of 1995 and 1994. Cash acquired
in the Kentucky Central transaction was $141.8 million. These sources of
funds were used to purchase net investments of $476.9 million and $500.5
million, to pay dividends to shareholders of $68.8 million and $61.0 million,
and to make net acquisitions of shares outstanding of $51.3 and $56.0 million
during the first nine months of 1995 and 1994.
Cash dividends paid to the parent company from its subsidiaries were $69.0
million and $44.0 million during the first nine months of 1995 and 1994. JP
Life is the primary source of dividends to the parent company. JP Life is
subject to North Carolina laws which limit the amount of dividends that may be
paid without first obtaining the approval of the State's Insurance
Commissioner. On September 30, 1995, JP Life paid an extraordinary dividend
to JP through the transfer of 100 shares of ETRE Capital Corp, with a market
value of $326.7 million. ETRE's principal asset is approximately 4 million
shares of NationsBank Corporation common stock. Because of that large
dividend, all JP Life dividends to be paid during the next twelve months will
require prior approval from the North Carolina Insurance Commissioner. On
October 31, 1995, JP Life requested approval of the North Carolina Insurance
Commissioner to pay the previously planned $58 million dividend to JP on
December 1, 1995.
18
<PAGE>
During 1994 and the first nine months of 1995, the Company utilized
uncommitted bank lines of credit to manage parent company cash flows,
primarily due to timing differences between receipt of dividends from
subsidiaries versus dividends paid to shareholders and purchase of its
outstanding shares. The maximum amounts outstanding at any time approximated
$90.0 million during 1994 and $76.5 million during the first nine months of
1995. The maximum combined availability of all uncommitted lines as of
September 30, 1995 was $375.0 million. On October 4, 1995, the Company
replaced the uncommitted line of credit with a $450 million Credit Agreement.
The Company has borrowed $390 million on the line of credit including $315
million for the Alexander Hamilton acquisition. Additionally, since the
second quarter of 1994, the Company has entered into obligations under
repurchase agreements involving various counterparties. Proceeds from such
sales were used to purchase securities with longer durations as an
asset/liability management strategy. The repurchase agreements were accounted
for as financing arrangements. The maximum amount outstanding including
accrued interest during the third quarter of 1995 and 1994 approximated the
liability at September 30, 1995 of $266.1 million.
Cash and cash equivalents on hand were $27.3 million at September 30, 1995 and
$22.8 million at December 31, 1994. Additionally, debt and equity securities
of the parent company and passive investment subsidiaries with carrying
amounts of $644.5 million and $188.0 million at September 30, 1995 and
December 31, 1994 are considered to be sources of liquidity to support the
Company's strategies. Total debt and equity securities available for sale at
September 30, 1995 and December 31, 1994 are $3,541.5 million and $2,324.9
million.
INVESTMENTS
JP's strategy for managing its investment portfolio is to dependably meet its
pricing assumptions while achieving the highest possible after-tax returns
over the long term. Operating structures are in place to require that credit
and interest rate risks are prudently managed and that sufficient liquidity is
maintained.
The Company monitors investments which are considered to be "higher risk" for
compliance with its Investment Policy Statement and for proper valuation.
Securities that experience other than temporary declines in value are adjusted
to net realizable values through a charge to earnings. Commercial mortgage
loans in default are carried at the net present value of expected future cash
flows in accordance with SFAS 114 and SFAS 118.
Carrying amounts of investments categorized as "higher risk" assets were as
follows:
9-30-95 % 12-31-94 %
(In millions)
Bonds, near or in default $ - - $ - -
Bonds below investment grade 112.4 1.6 122.3 2.3
Mortgage loans 61 days delinquent
or in foreclosure 1.7 - 0.9 -
Mortgage loans restructured 18.2 0.3 13.5 0.3
Foreclosed properties 4.1 0.1 7.8 0.2
Subtotal, "higher risk assets" 136.4 2.0 144.5 2.8
All other investments 6,650.3 98.0 5,098.9 97.2
Total cash and investments $6,786.7 100.0 $5,243.4 100.0
19
<PAGE>
The Company's investment guidelines allow investments in below investment
grade bonds up to a stated percentage of adjusted statutory capital and
surplus which amount currently approximates $200 million. In making
acquisitions of this nature, the Company attempts to identify well structured
private placements offering enhanced yields. Also, the highest tier of public
noninvestment grade bonds which have the potential to be upgraded ("crossover
credits") are considered for acquisition. It is expected that the level of
noninvestment grade bonds may increase; however, the Company will continue to
manage its credit risks in a prudent fashion with due regard to regulatory
constraints and efficient utilization of surplus.
Beginning with the first quarter of 1995, JP Life entered into a common stock
Buy/Write program as an additional source of investment returns. Holdings are
maintained in a trading account, and option premiums received are recorded as
investment income as earned. The Company also writes covered call options in
expectation of enhanced total returns from option premiums, market
appreciation, and dividends received. Balances of portfolios classified as
"Trading securities" had a cost of $49.7 million and a carrying value of $51.9
million at September 30, 1995. Total option premiums received were $2.8
million and $1.9 million during the third quarter of 1995 and 1994 and $8.2
million and $4.3 million during the first nine months of 1995 and 1994.
The Company has not utilized derivative financial instruments other than
covered call options and has no current plans to do so. JP Life has a
substantial CMO portfolio which contains liquid, less volatile issues that
produce relatively stable cash flows. CMO holdings for the periods under
report consist predominately of the least volatile Planned Amortization
Classes and sequential tranches of federal agency issuers. JP Life held the
following CMO's at the dates reported:
9-30-95 12-31-94
(In millions)
Available for sale, at fair value:
Federal agency issued CMO's $ 571.9 $ 366.8
Corporate private-labeled CMO's 188.5 87.0
Held to maturity at amortized cost:
Federal agency issued CMO's 495.7 509.7
Total $1,256.1 $ 963.5
As discussed in the Liquidity section, the Company sold securities under
repurchase agreements as an asset/liability management strategy. The
asset/liability management process focuses primarily on the management of
interest rate risk. JP monitors the durations of insurance liabilities for
comparison to the durations of assets backing the insurance lines. The
Company also considers the timing of the cash flows arising from the assets
and liabilities under different interest rate scenarios. It is the intention
of management that option-adjusted durations for interest sensitive portfolios
such as universal life and annuities remain closely matched. A wider
tolerance is permissible for the noninterest sensitive (traditional)
portfolios. At September 30, 1995 and December 31, 1994, respectively, 52.7%
and 39.7% of JP Life's invested assets at amortized cost were held for
interest sensitive portfolios, and 47.3% and 60.3% were held for traditional
portfolios and corporate capital and surplus.
20
<PAGE>
Accounting Pronouncements
SFAS 114," Accounting by Creditors for Impairment of a Loan" is effective for
the Company's 1995 consolidated financial statements. SFAS 114, as amended by
SFAS 118, requires that certain impaired loans be reported at the net present
value of expected future cash flows, the loan's observable market price or the
fair value of the underlying collateral. The Company adopted the provisions
of SFAS 114 as of January 1, 1995; however, no significant effect on the
consolidated financial statements resulted from the adoption of SFAS 114.
Current Developments
On October 6, 1995, JP acquired Alexander Hamilton Life Insurance Company of
America ("Alexander Hamilton"), and certain of its affiliates from a
subsidiary of Household International, Inc. ("HI"), under a Stock Purchase
Agreement dated August 9, 1995. The acquisition was completed through the
merger of Alexander Hamilton into a wholly-owned Michigan domiciled stock life
insurance subsidiary of the registrant ("Surviving Company"), which thereupon
was renamed Alexander Hamilton Life Insurance Company of America. First
Alexander Hamilton Life Insurance Company ("FAH"), a New York stock life
insurance company, was acquired on October 13, 1995. Pursuant to the Stock
Purchase Agreement, the acquisitions were effective October 1, 1995.
The acquisitions included substantially all of the life and single premium
deferred annuity business of Alexander Hamilton and FAH.
Credit life and accident and health insurance ("Affiliated Business") written
by Alexander Hamilton and FAH was 100% reinsured back to affiliates of HI
through coinsurance agreements and related trust agreements for the assets
retained for the Affiliated Business, with HI providing payment and
performance guarantees.
The Periodic Payment Annuity business ("PPA Business") of Alexander Hamilton,
principally structured settlement and lottery business, also was 100%
reinsured back to affiliates of HI through coinsurance agreements and related
trust agreements for the assets retained for the PPA Business, with HI
providing payment, performance and capital maintenance guarantees.
The Corporate Owned Life Insurance business ("COLI Business") also was 100%
reinsured back to affiliates of HI through a coinsurance agreement and related
trust agreement for the assets retained for the COLI Business, with HI
providing payment, performance and capital maintenance guarantees. The trusts
backing the PPA and COLI Businesses are subject to annual audit requirements
for solvency and capital adequacy.
The purchase price was $575 million, subject to post-closing adjustment in
accordance with the Stock Purchase Agreement. Prior to the closing, Alexander
Hamilton paid a dividend equal to its net income from January 1, 1995 but
subject to the requirement that Alexander Hamilton have, on the closing date,
financial statements to be prepared and delivered by the Surviving Company
(September 30, 1995 which will form the basis for any post-closing
adjustment), a minimum statutory net worth as agreed to by the parties.
The merger consideration was paid as follows: $475 million plus accrued
interest in cash, and $50 million in newly issued floating rate preferred
stock of the Surviving Company. In addition, an outstanding surplus note of
Alexander Hamilton (which became an obligation of the Surviving Company
pursuant to the merger) was acquired from HI for $50 million plus accrued
interest.
21
<PAGE>
The acquisition was financed through internal resources and $315 million of
borrowings under a new 364 day Credit Agreement dated October 4, 1995. JP
expects to repay a portion of that bank debt from the proceeds of corporate
financing activities.
22
<PAGE>
PART II. OTHER INFORMATION
JEFFERSON-PILOT CORPORATION
Item 1. Legal Proceedings
The registrant is involved in various claims and lawsuits incidental to
its business. In the opinion of management, the ultimate liability will
not have a material effect on the financial condition of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) A report on Form 8-K was filed on October 18, 1995 to report the
acquisition of Alexander Hamilton Life Insurance Company of America, and
a Form 8-K/A (Amendment No. 1 to that Form 8-K) was filed
November 8, 1995 to supply the proforma financial information.
23
<PAGE>
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.
JEFFERSON-PILOT CORPORATION
By (Signature) Dennis R. Glass
(Name and Title) Dennis R. Glass, Treasurer
Date November 14, 1995
Reggie D. Adamson
(Name and Title) Reggie D. Adamson,
Senior Vice President
(Principal Accounting Officer)
Date November 14, 1995
24
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<DEBT-HELD-FOR-SALE> 2,742,888
<DEBT-CARRYING-VALUE> 2,020,371
<DEBT-MARKET-VALUE> 2,071,853
<EQUITIES> 850,454
<MORTGAGE> 839,569
<REAL-ESTATE> 29,640
<TOTAL-INVEST> 6,759,448
<CASH> 27,267
<RECOVER-REINSURE> 34,323
<DEFERRED-ACQUISITION> 560,459
<TOTAL-ASSETS> 7,989,646
<POLICY-LOSSES> 4,578,738
<UNEARNED-PREMIUMS> 30,040
<POLICY-OTHER> 49,510
<POLICY-HOLDER-FUNDS> 198,266
<NOTES-PAYABLE> 342,557
<COMMON> 59,334
0
0
<OTHER-SE> 1,939,784
<TOTAL-LIABILITY-AND-EQUITY> 7,989,646
453,884
<INVESTMENT-INCOME> 322,037
<INVESTMENT-GAINS> 26,066
<OTHER-INCOME> 223,692
<BENEFITS> 547,284
<UNDERWRITING-AMORTIZATION> 29,061
<UNDERWRITING-OTHER> (61,227)
<INCOME-PRETAX> 250,309
<INCOME-TAX> 81,884
<INCOME-CONTINUING> 168,425
<DISCONTINUED> 18,541
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 186,966
<EPS-PRIMARY> 3.90
<EPS-DILUTED> 3.90
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
