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 June 30, 1997 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
preceding 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 June 30, 1997 70,801,292
<PAGE>
JEFFERSON-PILOT CORPORATION
INDEX
- Page No. -
Part I. Financial Information
Consolidated Unaudited Condensed Balance Sheets
- June 30, 1997 and December 31, 1996 3
Consolidated Unaudited Condensed Statements of Income
- Three Months and Six Months ended June 30, 1997 and 1996 4
Consolidated Unaudited Condensed Statements of Cash
Flows
- Six Months ended June 30, 1997 and 1996 5
Notes to Consolidated Unaudited Condensed Financial
Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. Other Information 25
Signatures 25
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<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
JEFFERSON-PILOT CORPORATION
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
(In Millions)
<CAPTION>
June 30 December 31
1997 1996
------- -----------
<S> <C> <C>
Assets
Cash and investments:
Debt securities available for sale, at fair value $ 9,556 $ 6,673
(amortized cost $9,472 and $6,607)
Debt securities held to maturity, at amortized cost 3,814 3,877
(fair value $3,798 and $3,903)
Equity securities available for sale, at fair value 914 906
(cost $119 and $196)
Equity securities trading portfolio, at fair value 1 23
(cost $1 and $23)
Mortgage loans on real estate 1,442 1,323
Cash and all other investments 1,659 1,446
------- -------
Total cash and investments 17,386 14,248
Accrued investment income 215 166
Due from reinsurers 1,567 1,260
Deferred policy acquisition costs and value
of business acquired 1,430 934
Cost in excess of net assets acquired 235 86
Assets held in separate accounts 1,114 492
Accounts receivable, agents' balances and other assets 520 376
------- -------
$22,467 $17,562
======= =======
Liabilities and Stockholders' Equity
Liabilities:
Policy liabilities $17,201 $13,619
Automatic Common Exchange Securities, Mandatorily
Exchangeable Debt Securities and other debt 619 370
Securities sold under repurchase agreements 198 244
Liabilities related to separate accounts 1,114 492
Tax liabilities 157 173
Accounts payable, accruals and other liabilities 347 314
------- -------
19,636 15,212
Guaranteed preferred beneficial interest in
subordinated debentures ("Capital Securities") 300 -
Mandatorily redeemable preferred stock 53 53
Stockholders' Equity:
Common stock 91 88
Retained earnings 1,861 1,708
Net unrealized gains on securities 526 501
------- -------
$22,467 $17,562
======= =======
See Notes to Consolidated Unaudited Condensed Financial Statements
</TABLE>
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<TABLE>
JEFFERSON-PILOT CORPORATION
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF
INCOME
(In Millions Except Share Information)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Premiums and other considerations $ 294 $ 261 $ 534 $ 522
Net investment income 278 220 516 433
Realized investment gains 41 11 102 23
Communications operations 41 36 92 82
Other 11 - 13 3
------ ------ ------ ------
Total revenue 665 528 1,257 1,063
------ ------ ------ ------
Benefits and Expenses:
Insurance and annuity benefits 360 305 656 619
Insurance commissions 71 37 112 76
General, administrative and other
expenses 45 53 94 99
Communications operations 26 23 60 52
------ ------ ------ ------
Total benefits and expenses 502 418 922 846
------ ------ ------ ------
Income before income taxes 164 110 335 217
Provision for income taxes 55 37 113 73
------ ------ ------ ------
Net income 109 73 222 144
Dividends on Capital Securities 6 - 10 -
Dividends on mandatorily
redeemable preferred stock 1 1 2 2
------ ------ ------ ------
Net income available to common
stockholders $ 102 $ 72 $ 210 $ 142
====== ====== ====== ======
Average number of shares
outstanding 70,783,306 71,244,703 70,771,388 71,235,826
Net Income Per Share of
Common Stock:
Net income available to common
stockholders before realized
investment gains, net of
income taxes $ 1.06 $ .92 $ 2.04 $ 1.79
Realized investment gains, net
of income taxes .38 .10 .93 .21
------ ------ ------ ------
Net income available to common
stockholders $ 1.44 $ 1.02 $ 2.97 $ 2.00
====== ====== ====== ======
Dividends declared per common
share $ .40 $ .36 $ .80 $ .72
====== ====== ====== ======
See Notes to Consolidated Unaudited Condensed Financial Statements
</TABLE>
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<TABLE>
JEFFERSON-PILOT CORPORATION
CONSOLIDATED UNAUDITED CONDENSED
STATEMENTS OF CASH FLOWS
(In Millions)
<CAPTION>
Six Months Ended
June 30
1997 1996
------ ------
<S> <C> <C>
Net cash provided by operations $255 $307
Cash Flows from Investing Activities:
Investments sold (purchased), net 44 (429)
Acquisitions of subsidiaries, net of cash received (758) -
Other investing activities 1 -
---- ----
Net cash used by investing activities (713) (429)
---- ----
Cash Flows from Financing Activities:
Issuance of Capital Securities 300 -
Net short-term borrowings (repayments) (46) 86
Issuance of securities 150 -
Cash dividends paid (55) (50)
Issuance of common shares, net 2 1
Policyholder contract deposits, net 112 4
---- ----
Net cash provided by financing activities 463 41
---- ----
Increase (decrease) in cash and cash equivalents 5 (81)
Cash and cash equivalents at beginning of period 108 122
---- ----
Cash and cash equivalents at end of period $113 $ 41
==== ====
Supplemental Cash Flow Information:
Income taxes paid $ 75 $ 31
==== ====
Interest paid on borrowed money $ 15 $ 16
==== ====
See Notes to Consolidated Unaudited Financial Statements
</TABLE>
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<PAGE>
JEFFERSON-PILOT CORPORATION
NOTES TO CONSOLIDATED UNAUDITED CONDENSED
FINANCIAL STATEMENTS
(Dollar amounts in millions)
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. All significant intercompany accounts
and transactions have been eliminated in consolidation. Operating results
for the six month period ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1997. Certain prior year amounts have been reclassified to
conform with the current year presentation.
2. Acquisition of Chubb Life Insurance Company of America
On May 13, 1997, Jefferson-Pilot Corporation (JP or the Company)
acquired all the outstanding shares of Chubb Life Insurance Company of
America (Chubb Life) from The Chubb Corporation (Seller). Chubb
Life's operations, principally universal life, variable universal life and
term insurance, are conducted nationwide through Chubb Life and its life
insurance subsidiaries, Chubb Colonial Life Insurance Company and
Chubb Sovereign Life Insurance Company. Another of Chubb Life's
subsidiaries, Chubb Securities Corporation, is a full service NASD
registered broker-dealer. Hereinafter, Chubb and its subsidiaries are
collectively referred to as "Chubb Life."
The cost of the acquisition consisted of $775 cash paid by JP Corp to
Seller, plus other acquisition costs. In addition, Chubb Life paid a $100
special dividend to Seller which was funded through liquidation of short-
term investments. The $775 was financed through liquidation of invested
assets, various securities offerings (see Note 3) and the issuance of
commercial paper.
The acquisition, which was effective as of April 30, 1997 for financial
reporting and tax purposes, is being accounted for using the purchase
method. As a result, Chubb Life's results of operations from May 1, 1997
forward are included in the accompanying financial statements. The purchase
price has been allocated to Chubb Life's tangible and identifiable
intangible assets and liabilities based on management's preliminary
estimate of their respective fair values with the difference, amounting to
$150, allocated to cost in excess of net assets acquired (i.e., goodwill).
Goodwill arising from the acquisition is being amortized over a period of
35 years.
Under the Stock Purchase Agreement, there may be post closing
adjustments based on Closing Date financial Statements to be provided
by Chubb Life. The allocation of the purchase price is subject to revision
when any post closing adjustments are known and when additional
information concerning asset and liability valuations is obtained.
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<PAGE>
The following pro-forma financial information has been prepared
assuming that the Chubb Life acquisition had taken place at the beginning
of each period presented. The pro-forma information includes
adjustments for interest expense and foregone investment income that
would have resulted from financing the acquisition, amortization of
adjustments to fair value, amortization of value of business acquired and
cost in excess of net assets acquired, and related tax effects. The pro-
forma financial information is not necessarily indicative of results of
operations that would have been reported had the transaction actually
been completed on the dates assumed.
<TABLE>
<CAPTION>
Six Months Ended
June 30
1997 1996
------ ------
<S> <C> <C>
Revenue $1,369 $1,335
====== ======
Net income available to common stockholders
before realized investment gains, net of income taxes $ 156 $ 129
Realized investment gains, net of income taxes 19 19
------ ------
Net income available to common stockholders $ 175 $ 148
====== ======
Net Income Per Share of Common Stock:
Net income available to common stockholders
before realized investment gains, net of income taxes $ 2.20 $ 1.81
Realized investment gains, net of income taxes .27 .27
------ ------
Net income available to common stockholders $ 2.47 $ 2.08
====== ======
</TABLE>
On a pro-forma basis, net income available to common stockholders before
realized investment gains, net of income taxes increased from $144 to $156
from $127 to $129 for the six months ended June 30, 1997 and 1996,
respectively.
On a pro-forma basis, realized investment gains, net of income taxes are
significantly lower than actual for the six months ended June 30, 1997.
The pro-forma amounts eliminate the effect of realized gains on invested
assets sold in 1997 to finance the Chubb Life acquisition.
3. Securities Offerings
In January and March 1997, respectively, the Company privately placed
$200 of 8.14% Capital Securities, Series A and $100 of 8.285% Capital
Securities, Series B. Net proceeds of $297 were invested until closing of
the Chubb Life acquisition, in major part by reducing short-term
borrowings under JP's ongoing commercial paper program. In April and
June 1997, the Company issued Mandatorily Exchangeable Debt
Securities of $75 at 6.95% and $75 at 6.65%, respectively.
4. Contingent Liabilities
Jefferson-Pilot Life Insurance Company is a defendant in a proposed
class action suit alleging deceptive practices, fraudulent and negligent
misrepresentation and breach of contract in the sale of certain life
insurance policies using policy performance illustrations which used then
current interest or dividend rates and insurance charges and illustrated that
some or all of the future premiums might be paid from policy values
rather than directly by the insured. The claimant's actual policy values
exceeded those illustrated on a guaranteed basis, but were less than those
illustrated on a then current basis due primarily to the interest crediting
rates having declined along with the overall decline in interest rates in
recent years. Unspecified compensatory and punitive damages, costs and
equitable relief are sought. While management is unable to make a
meaningful estimate of the amount or range of loss that could result from
an unfavorable outcome, management believes that it has made
appropriate disclosures to policyholders as a matter of practice, and
intends to vigorously defend its position.
-7-
<PAGE>
In the normal course of business, the Company and its subsidiaries are
parties to various lawsuits. Because of the considerable uncertainties that
exist, the Company cannot predict the outcome of pending or future
litigation. However, management believes that the resolution of pending
legal proceedings will not have a material adverse effect on the
Company's financial position or liquidity, but could have a material
adverse effect on the results of operations for a specified period.
5. Accounting Pronouncements
In February 1997 the FASB issued SFAS 128, "Earnings per Share",
which is effective for financial statement periods ending after December
15, 1997. SFAS 128 simplifies and increases comparability of earnings
per share calculations. The Company will adopt the new pronouncement
in the fourth quarter of 1997, at which time earnings per share
calculations for all periods presented will be restated to conform to SFAS
128. Management does not expect the pronouncement to have a
significant impact on reported per share amounts.
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive
Income", which is effective for fiscal years beginning after December 15,
1997. SFAS 130 sets standards for the reporting and display of
comprehensive income and its components in financial statements. The
Company expects to adopt this pronouncement in the first quarter of
1998, which will include the presentation of comprehensive income for prior
periods presented for comparative purposes, as required by SFAS 130.
Application of the new rules will not impact the Company's financial
position or results of operations.
Also in June 1997, the FASB issued SFAS 131, "Disclosures about
Segments of an Enterprise and Related Information". This
pronouncement is effective for annual periods beginning after December 15,
1997, and for interim periods beginning in the following year. SFAS 131
requires disaggregated disclosures based on internal segments used by a
company in managing its business. Adoption will not impact the
Company's financial position or results of operation, but will require
additional footnote disclosures.
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<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 June 30, 1997, changes in financial condition for the six
months then ended, and results of operations for the three month and six
month periods ended June 30, 1997 as compared to the same periods ended
June 30, 1996. This discussion supplements Management's Discussion and
Analysis in Form 10-K for the year ended December 31, 1996, and it should
be read in conjunction with the interim financial statements and notes
contained herein. All dollar amounts are in millions except for per share
amounts.
Company Profile
The Company (also referred to as JP) has two business segments:
Insurance and Communications. Within the Insurance segment, JP offers
Individual Life Insurance Products, Annuity and Investment Products,
and Group Insurance Products through the following subsidiaries:
Jefferson-Pilot Life Insurance Company (JP Life), Alexander Hamilton
Life Insurance Company of America (AH Life), First Alexander
Hamilton Life Insurance Company (FAHL), and recently acquired Chubb
Life Insurance Company of America (Chubb Life) and its subsidiaries,
Chubb Colonial Life Insurance Company (Colonial) and Chubb
Sovereign Life Insurance Company (Sovereign). Within the
Communications business segment, JP operates television and radio
broadcasting stations and provides sports and entertainment
programming. These operations are conducted through Jefferson-Pilot
Communications Company (JPCC) and its subsidiaries.
Acquisition Summary
On May 13, 1997, with an effective date of April 30, 1997 for financial
reporting and tax purposes, the Company acquired all the outstanding
shares of Chubb Life from The Chubb Corporation (Seller). Chubb
Life's operations, principally universal life, variable universal life and
term insurance, are conducted nationwide through Chubb Life and its life
insurance subsidiaries, Colonial and Sovereign. Another of Chubb Life's
subsidiaries, Chubb Securities Corporation, is a full service NASD
registered broker-dealer. Chubb Life and its subsidiaries hereinafter are
collectively referred to as "Chubb Life."
The transaction was accounted for as a purchase, and as such, the results
of operations of Chubb Life from May 1, 1997 forward are included in
the Company's results.
The cost of the acquisition was $775 cash paid by JP Corp to Seller, plus
other acquisition costs. In addition, Chubb Life paid a $100 special
dividend to Seller which was funded through liquidation of short-term
investments. The $775 was financed through liquidation of invested
assets, the issuance of $150 of 6.95% and 6.65% Mandatorily Exchangeable Debt
Securities ("MEDS"), net proceeds of $297 from the issuance of 8.14%
Capital Securities, Series A and 8.285% Capital Securities, Series B
("Capital Securities"), and the issuance of commercial paper. In addition,
JP Life paid an extraordinary dividend in excess of $200 to JP using
proceeds from the sale of securities held by JP Life. See "Capital
Resources" for further discussion of these issuances.
-9-
<PAGE>
The agreement to acquire Chubb Life was reported on Form 8-K filed with
the SEC for February 23, 1997. The closing of the purchase, completed
on May 13, 1997, was reported, together with audited financial statements
of the acquired business, on Form 8-K. An amendment to the 8-K was filed
including pro-forma financial statements of the combined companies.
In January 1997, JPCC acquired the assets of KQKS-FM in Denver for
$15 in cash.
RESULTS OF OPERATIONS
In the following discussion "operating income" means income from
operations before realized investment gains, but after dividends on
Capital Securities and mandatorily redeemable preferred stock, except
where otherwise indicated.
The following tables illustrate JP's results and earnings per share before
and after the inclusion of realized investment gains.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Consolidated Summary of Income
Operating income $ 75 $ 65 $ 144 $ 127
Realized investment gains, net 27 7 66 15
----- ----- ----- -----
Net income available to
common stockholders $ 102 $ 72 $ 210 $ 142
===== ===== ===== =====
Consolidated Earnings Per Share
Operating income $1.06 $ .92 $2.04 $1.79
Realized investment gains, net .38 .10 .93 .21
----- ----- ----- -----
Net income available to
common stockholders $1.44 $1.02 $2.97 $2.00
===== ===== ===== =====
Net Realized Investment Gains
Common stocks $ 33 $ 13 $ 99 $ 24
Bonds and preferred stocks 1 (3) (4) (2)
Other 7 1 7 1
----- ----- ----- -----
Total investment gains 41 11 102 23
Less applicable taxes 14 4 36 8
----- ----- ----- -----
Net realized investment gains $ 27 $ 7 $ 66 $ 15
===== ===== ===== =====
</TABLE>
Net income available to common stockholders increased 47.9% over the
prior year's first six months to $210 and 41.7% over the prior year's
second quarter to $102. Operating income increased 13.4% to $144 for the
six months and 15.4% to $75 for the quarter, due to increased profitability
in the Insurance segment. Excluding the Chubb Life acquisition and related
financing costs, operating income increased 10.5% over the first half of
1996 and 8.2% over the second quarter of 1996.
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<PAGE>
Net realized gains increased approximately four-fold over the prior year
due to sales of investments to finance the acquisition of Chubb Life.
Net income available to common stockholders reflects dividends on
Capital Securities, Series A and B, issued during the first quarter of 1997,
of $10 for the six months and $6 for the second quarter. In addition,
dividends of $2 were paid in the first six months of 1997 and 1996 on
mandatorily redeemable preferred stock.
Earnings per share increased 48.5% and 41.2% for the first six months
and the second quarter of 1997, respectively, over the corresponding
periods of 1996, due to the Chubb Life acquisition, the increased
profitability and realized gains noted above, and the reacquisition of
shares in the third quarter of 1996. Average shares outstanding during
the first six months of 1997 declined 0.7% from the first six months of
1996, due to the share repurchase. On an operating income basis,
earnings per share increased 14.0% and 15.2% for the first six months
and the second quarter of 1997, respectively, over the corresponding
periods of 1996, due primarily to improved operating results in the
Insurance segment, including the impact of the Chubb Life acquisition.
The increase in net investment income over the prior year of 19.2% for
the six months and 26.4% for the second quarter was achieved principally
through the growth in invested assets, arising from the acquisition of
Chubb Life and from policyholder contract deposits.
Income tax provisions increased by 54.8% and 48.6% for the six months
and quarter ended June 30, 1997, respectively, compared to the same
periods in 1996 in correlation with the improvement in overall results,
including high realized investment gains. Effective tax rates remained
relatively unchanged for all periods presented.
A more detailed discussion of operating results by segment and product
follows.
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<PAGE>
Operating Earnings by Business Segment
Earnings on investments of the parent company, dividends on preferred stock
and Capital Securities, parent company operating expenses, interest expense
and consolidation entries are included in the "Other" category. Currently,
all corporate capital is allocated to the business segments.
The following table illustrates JP's results by segment and product class.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Consolidated Summary of Income
by Segment and Classes of Products
Insurance segment:
Individual Products $ 52 $ 38 $ 94 $ 76
Annuity and Investment Products 18 16 37 29
Group Products 5 8 11 15
---- ---- ---- ----
75 62 142 120
Communications segment 6 6 13 15
Other (6) (3) (11) (8)
---- ---- ---- ----
Operating Income 75 65 144 127
Realized investment gains, net 27 7 66 15
---- ---- ---- ----
Net income available to
common stockholders $102 $ 72 $210 $142
==== ==== ==== ====
</TABLE>
Individual Products
The Individual Products distribution system offers a wide array of life
and health insurance through a career agency force, independent agents
recruited through independent marketing organizations and a regional
marketing network, home service agents and financial institutions.
Operating results were:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Premiums, considerations, and other income $170 $117 $287 $235
Net investment income 155 116 275 227
---- ---- ---- ----
Total revenues 325 233 562 462
Policy benefits 181 125 307 254
Expenses 64 51 111 94
---- ---- ---- ----
Total benefits and expenses 245 176 418 348
---- ---- ---- ----
Operating income before income taxes 80 57 144 114
Provision for income taxes 28 19 50 38
---- ---- ---- ----
Operating income $ 52 $ 38 $ 94 $ 76
==== ==== ==== ====
</TABLE>
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<PAGE>
Individual Products operating income increased $14 or 36.8% over the
second quarter of 1996 and $18 or 23.7% compared to the first half of
1996. Excluding the Chubb Life acquisition, internal growth resulted in
operating income increases over the prior year of 11.7% and 11.4% for the
second quarter and first half of 1997, respectively.
Excluding the impact of the Chubb Life acquisition, new first-year life
insurance premiums and receipts for policyholder accounts for the first
half of 1997 of $114 decreased 11.9% compared to an increase of 294.3% in
1996. The 1996 growth was positively impacted by the AH Life acquisition and
premiums received from financial institutions marketing. Renewal and single
life premiums increased 6.0%, excluding Chubb Life, for the first six months
of 1997. Including Chubb Life, total premiums and receipts for policyholder
accounts increased 30.5% for the first six months of 1997.
Net investment income in 1997 increased $39 or 33.6% for the second
quarter and $48 or 21.1% for the first six months, consistent with the
increase in policyholder fund balances and the acquisition of Chubb Life.
Average policyholder fund balances, excluding Chubb Life, of $4,200
for the first half of 1997 represent a 9.0% increase over the $3,853 of
average fund balances for the same period in 1996.
Policy benefits, excluding Chubb Life, increased $4 or 1.6% from the
first half of 1996. Increases in fund balances resulted in interest credited
to policyholder funds increasing $11 or 9.3% for the first six months of
1997. This increase was partially offset by continued favorable mortality
experience in the career and regional marketing network distribution
channels which showed a decline in death benefits of 5.0% for the first
six months of 1997 compared to the same period in 1996. The improved
mortality experience was partially due to higher reinsurance reimbursements,
which were offset by increased reinsurance premiums. In addition, surrender
benefits have declined from the prior year by 37.4% and 13.6% for the quarter
and the six months, respectively. Much of the decline related to the block of
business assumed from Kentucky Central Life (KCL).
Expenses for the first six months of 1997, excluding Chubb Life,
decreased 9.6% or $9. General and administrative expenses in 1996 were
negatively impacted by integration costs related to the AH Life
acquisition. The general and administrative expense reductions were
partially offset by accelerated amortization of value of business acquired
on AH Life due, in part, to favorable mortality results.
Amortization of deferred acquisition costs was lower for the first six
months due to higher amortization in the second quarter of 1996 on the
KCL block, caused by a surge in surrender charge income in that period.
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<PAGE>
Annuity and Investment Products
Annuity and Investment Products are offered through financial
institutions, independent agents, career agents, investment professionals
and broker/dealers. Operating results were:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Premiums, considerations, and other income $ 19 $ 27 $ 29 $ 52
Net investment income 110 94 215 185
---- ---- ---- ----
Total revenues 129 121 244 237
Policy benefits 81 85 156 171
Expenses 20 12 31 22
---- ---- ---- ----
Total benefits and expenses 101 97 187 193
---- ---- ---- ----
Operating income before income taxes 28 24 57 44
Provision for income taxes 10 8 20 15
---- ---- ---- ----
Operating income $ 18 $ 16 $ 37 $ 29
==== ==== ==== ====
</TABLE>
Operating income increased 12.5% or $2 from the second quarter of
1996 and 27.6% or $8 over the first six months of the prior year. The
acquisition of Chubb Life had minimal impact on operating income. In
general, this improvement was due to an increase in assets under
management. Excluding Chubb Life, average assets under management
(net of reinsurance) increased 13.0% to $5,467 from the first half of
1996 as a result of internal growth and the third quarter 1996 recapture of
a block of periodic payment annuities from affiliates of Household
International, Inc. (Household). Chubb Life's assets under managment
were $355 at June 30, 1997. Fixed annuity receipts, excluding Chubb Life,
for the first six months of 1997 were $325 compared to $251 for the same
period in 1996. Excluding Chubb Life, fixed annuity benefits and
surrenders as a percentage of beginning fund balances were 7.9% and
6.7% in the first half of 1997 and 1996, respectively.
The average gross spread on general accounts contracted 6 basis points
from 209 basis points in the second quarter of 1996 to 203 basis points
for the same period in 1997. This contraction is due to new sales with
higher crediting rates and lapses of older policies having lower renewal
crediting rates. The average gross spread for the first six months of
1997 was 206 basis points.
Excluding Chubb Life, premiums, considerations and other income
decreased $34 or 65.4% from the first half of 1996 and $19 or 70.4% for
the quarter, as a result of increased competition for single premium
immediate annuity business. Net investment income increased $16 or 17.0%
and $30 or 16.2%, for the quarter and year, respectively, as assets under
management increased, including business acquired with Chubb Life. Also,
the average investment yield increased 9 basis points to 7.46% for the
second quarter of 1997 as compared to the second quarter of 1996. On a
year to date basis, average investment yields were 7.47% in 1997, an
improvement of 10 basis points over 1996's first half yield.
Policy benefits, excluding acquisitions, declined $19 or 11.1% for the six
months and $8 or 9.4% for the quarter, as the change in policy reserves
decreased commensurate with fewer sales of single premium immediate annuities.
This decrease was partially offset by an increase in credited interest
corresponding to higher levels of policyholder fund balances and higher
crediting rates. Excluding Chubb Life, expenses decreased $2 or 9.1%, on a
year to date basis and declined $3 or 25% for the quarter, driven by deferral
of acquisition costs from increased premium receipts, partially offset
by increased commissions. Chubb Life expenses of $11 for the period
consists primarily of broker/dealer commissions related to sales of
variable rate products.
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<PAGE>
Group Products
Group Products provides a wide range of group insurance products for
employers and their employees primarily in the Southeast and Southwest.
It offers conventionally-insured and alternatively-funded medical benefits
as well as a variety of life, disability income, dental and retirement plans.
Operating results were:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Premiums, considerations, and other income $116 $117 $232 $237
Net investment income 12 12 24 24
---- ---- ---- ----
Total revenues 128 129 256 261
Policy benefits 98 95 194 194
Expenses 23 22 46 44
---- ---- ---- ----
Total benefits and expenses 121 117 240 238
---- ---- ---- ----
Operating income before income taxes 7 12 16 23
Provision for income taxes 2 4 5 8
---- ---- ---- ----
Operating income $ 5 $ 8 $ 11 $ 15
==== ==== ==== ====
</TABLE>
Overall, Group operating income declined $3 or 37.5% in the second
quarter of 1997 compared to 1996 as a result of difficult industry
conditions in the accident and health insurance lines. On a year to date
basis, operating income remains behind prior year results by $4 or 26.7%.
As a percentage of total revenues, operating income was 4.3% for the first
six months in comparison to 5.7% for the same period in 1996. Premiums
continue to decline, due to policy lapses and the competitive environment.
For the first half of 1997, policy benefits as a percentage of premiums,
considerations and other income increased to 83.6% from 81.9%.
The favorable mortality trend noted in the first quarter continues to have a
positive impact on life results. Group life and annuity results improved
54.1% to $7 for the first six months of 1997 and were flat for the second
quarter. Life premiums increased $3 during the six months, primarily due
to growth in existing cases.
Group accident and health results of $4 were 65.9% lower for the first six
months of 1997 and declined 73.6% to $2 for the second quarter. Conventional
medical coverages continue to be impacted by increased utilization of
health care services and medical inflation. Rate increases have partially
mitigated these factors. Favorable medical experience in alternatively-funded
medical coverages in 1996 has returned to more typical levels in 1997.
Disability results declined during the quarter as the new claim rate
increased and the claims termination rate decreased, resulting in increased
claim reserves.
-15-
<PAGE>
Communications
JPCC operates television and radio broadcast properties and produces
syndicated sports and entertainment programming. Operating results
were:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Communications revenues $41 $36 $92 $80
Net investment income (interest expense) (1) - (3) 2
---- ---- ---- ----
Total revenues 40 36 89 82
Operating costs 26 23 60 52
Depreciation and amortization 3 2 6 4
General expenses 1 1 2 2
---- ---- ---- ----
Total expenses 30 26 68 58
---- ---- ---- ----
Operating income before income taxes 10 10 21 24
Provision for income taxes 4 4 8 9
---- ---- ---- ----
Operating income $ 6 $ 6 $13 $15
==== ==== ==== ====
</TABLE>
Operating income from the Communications segment declined $2 or
13.3% compared to the first half of 1996 which was positively impacted
by a $2.5 income tax refund including related interest. Excluding the
impact of this refund, first half operating earnings for 1997 were
slightly higher. Net investment income in 1997 reflects interest expense
on debt to finance acquisitions made since June 30, 1996, versus income
from the tax refund in 1996. Operating income was flat for the second quarter,
with revenues and expenses increasing due to acquisitions and other factors.
Net sale of time for the Radio division increased 25.6% and 26.6%, for
the second quarter and first half of 1997, respectively. These increases
were the result of acquisitions and a favorable advertising environment.
On a same station basis, adjusting for the effect of the late 1996
acquisitions in San Diego and the early 1997 acquisition in Denver, six
month Radio revenues are up 9.5% while broadcast cash flows are up
6.8%.
Due to continued strong audience levels and the favorable advertising
environment, Television properties generated a 10.0% increase in
revenues over the first half of 1996. Second quarter net sales showed a
similar increase of 11.6% over the same period in 1996. This trend is
expected to slow as the three stations replace non-recurring revenues (i.e.,
political and Olympic-related) from the second half of 1996. Although
cost of sales were up 11.8% consistent with the increase in net sales,
operating expenses were flat (0.8% increase) on a year-to-date basis
resulting in a 25.3% increase in broadcast cash flow.
Revenue from Sports operations increased 10.9% over the prior year's
first half as a result of continued success in developing gymnastics and
skating events. Costs increased 30.8% primarily as a result of producing
these additional events, resulting in a 12.1% decrease in broadcast cash
flow. Second quarter 1997 results were $1 below the prior year, due to
non-recurring Olympic programming in 1996.
Total expenses increased 17.2% over the first half and 15.4% over the
second quarter of 1996 primarily due to the acquisition of radio properties
and the increase in the number of Sports events. On a year-to-date basis,
expenses as a percent of communications revenues increased to 73.9% for 1997
compared to 72.5% for 1996, reflecting the increase in acquisition-related
amortization costs of $2.
-16-
<PAGE>
Other
Earnings on investments of the parent company, dividends on preferred
stock and Capital Securities, parent company operating expenses, interest
expense and consolidation entries are included in the "Other" category.
Operating income from the Other segment was a loss of $(11) and $(8) for
the first six months of 1997 and 1996, respectively. For the second quarter,
operating income was a loss of $(6) and $(3) for 1997 and 1996, respectively.
Pre-tax financing expenses were $21 and $13 for the first half of 1997 and
1996, and $13 and $6 for the second quarter of each year. Dividends on
Capital Securities, newly issued in 1997, were $6 for the second quarter
and $10 year to date.
CONSOLIDATED FINANCIAL POSITION, CAPITAL RESOURCES,
AND LIQUIDITY
JP's resources consist primarily of investments related to its Insurance
segment, properties and other assets used in its Insurance and
Communications segments and investments backing corporate capital.
The Investments section reviews the Company's investment portfolio and
key strategies.
Total assets increased $4,905 or 27.9% during the first six months of
1997. Excluding Chubb Life's total assets of $4,681 as of June 30,
1997, the increase was 1.3%. The 1.3% growth represents cash provided
by operating activities, net financing activities and net inflows of
policyholder contract deposits, offset by the consideration paid for Chubb
Life and cash dividends paid to shareholders. Excluding Chubb Life,
policyholder fund balances increased $223 or 1.9% from year end. Asset
values also increased during the six months due to changes in market values
of "available for sale" investments.
The Insurance segment defers the costs of acquiring new business,
including commissions, certain costs of underwriting and issuing policies,
and agency office expenses. Deferred acquisition costs were $707 at
June 30, 1997, which includes $9 related to Chubb Life, versus $669 at
December 31, 1996, an increase of 5.7%. The balance increased by $95
for newly capitalized costs and was decreased by amortization of $48 and
by $9 for the effect of net unrealized investment gains and losses.
Value of business acquired (VOBA) represents the actuarially-determined
present value of future gross profits of the business acquired. This asset
was $723 at June 30, 1997 versus $265 at December 31, 1996, an
increase of $458. VOBA of $482 related to Chubb Life was recorded at
the purchase. Total net amortization for the first six months of 1997 was
$15 and the asset was further decreased by $9 for the effect of net
unrealized investment gains and losses.
Cost in excess of net assets acquired (goodwill) was $235 at June 30,
1997 and $86 at December 31, 1996. Goodwill of $150 was recorded as
of the Chubb Life purchase date. The pre-Chubb Life goodwill relates to
the acquisitions of AH Life and Communications properties. As of June
30, 1997 the remaining amortization period of goodwill was 33 years, on
a weighted-average basis. Goodwill as a percentage of shareholders'
equity was 9.5% at June 30, 1997 and 3.7% at December 31, 1996.
JP had reinsurance receivables of $1,228 and $1,185 at June 30, 1997
and December 31, 1996 respectively, and policy loans of $878 and $879
as of each date, which relate to businesses of AH Life that are 100%
coinsured to Household. Household has provided payment, performance
and capital maintenance guarantees with respect to the balances
receivable. JP also had a receivable of $98 at June 30, 1997 from a
single reinsurer related to a block of business of Chubb Life that is 50%
reinsured. JP and the reinsurer are joint and equal owners of $195 in
securities and short-term investments which support the block.
-17-
<PAGE>
Capital Resources
Stockholders' Equity
JP's capital adequacy is illustrated by the following table:
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
------- -------
<S> <C> <C>
Total assets $22,467 $17,562
Total stockholders' equity 2,478 2,297
Ratio of stockholders' equity to assets 11.0% 13.1%
</TABLE>
The Company's ratio of capital to assets declined during the second
quarter as a result of the increase in total assets due to the Chubb Life
acquisition. Stockholders' equity includes net unrealized gains on
securities of $526 at June 30, 1997 and $501 at December 31, 1996.
JP considers existing capital resources to be more than adequate to
support the current level of its business activities. The business plan
places priority on redirecting certain capital resources invested in bonds
and stocks into its core businesses, such as the Chubb Life acquisition,
which would be expected to produce higher returns over time. Such
available invested resources declined substantially with the Chubb Life
acquisition.
The Insurance segment is subject to regulatory constraints. The National
Association of Insurance Commissioners (NAIC) has adopted risk-based
capital (RBC) levels for life insurers, requiring minimum levels of
statutory capital based on formulas related to investment risks and
business risk. The Company's insurance subsidiaries, including the
Chubb Life companies, currently have statutory RBC levels well above
required levels. The NAIC is in the process of codifying statutory
accounting principles. Based on a preliminary review of the draft
accounting principles currently available, the Company does not expect
the codification to have a materially adverse impact on statutory surplus
of its life insurance subsidiaries.
In managing its capital position, JP measures required capital for each of
its major product lines in a manner similar to methods utilized by
regulatory authorities for risk-based capital requirements. Capital is
allocated to product lines in amounts which management believes are
prudent and necessary to cover all risks inherent in the book of business.
Management also focuses on investment quality and other indications of
capital adequacy, such as operating leverage, capital and surplus ratios
and the ratio of higher risk assets as a percentage of statutory capital and
surplus. Management believes that the ratios it employs are more
conservative than those prevailing in the life insurance industry.
-18-
<PAGE>
JP Life, AH Life and Chubb Life have been assigned the following
ratings by the following agencies:
<TABLE>
<CAPTION>
JP Life AH Life Chubb Life
------- ------- ----------
<S> <C> <C> <C>
A.M. Best A++ A++ A+
Standard & Poor's AAA AAA AA
Duff and Phelps AAA AAA AAA
Moody's Aa2 Aa3 -
</TABLE>
Following the announced acquisition of Chubb Life, A.M. Best, Standard
and Poor's, Moody's, and Duff and Phelps all reaffirmed their ratings for
both JP Life and AH Life.
Debt
The following table delineates the Company's outstanding securities and
debt:
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
---- ----
<S> <C> <C>
Automatic Common Exchange Securities (ACES),
(cost $132) $195 $148
Mandatorily Exchangeable Debt Securities (MEDS),
(cost $150) 148 -
Other 4 -
---- ----
Total long-term 347 148
---- ----
Commercial paper 221 222
Other 51 -
---- ----
Total short-term 272 222
---- ----
Total ACES, MEDS and other debt $619 $370
==== ====
</TABLE>
In April 1997, the Company privately placed unsecured 6.95%
Mandatorily Exchangeable Debt Securities (MEDS) Due January 10,
2002 having a principal amount of $55.55 per security. Total proceeds
were $75. Annual interest of 6.95% is payable quarterly. Two weeks
prior to, or at, maturity, the principal amount of the MEDS will be
mandatorily exchanged into either (1) a number of shares of the common
stock of NationsBank Corporation (stock) determined based on an
exchange rate reflecting the then trading price for the stock or (2) cash in
an amount of equal value, at the Company's option. Subject to
adjustments to reflect dilution, the exchange rate is equal to (1) 0.8264
shares if the stock price is at least $67.22, (2) a fractional share of the
stock having a value equal to $55.55 if the price is more than $55.55 but
less than $67.22 or (3) one share if the price is not more than $55.55.
In June 1997, the Company privately placed unsecured 6.65%
Mandatorily Exchangeable Debt Securities (MEDS) Due January 10,
2002 having a principal amount of $66.625 per security. Total proceeds
were $75. Annual interest of 6.65% is payable quarterly. Two weeks
prior to, or at, maturity, the principal amount of the MEDS will be
mandatorily exchanged into either (1) a number of shares of the common
stock of NationsBank Corporation (stock) determined based on an
exchange rate reflecting the then trading price for the stock or (2) cash in
an amount of equal value, at the Company's option. Subject to
adjustments to reflect dilution, the exchange rate is equal to (1) 0.8264
shares if the stock price is at least $80.62, (2) a fractional share of the
stock having a value equal to $66.625 if the price is more than $66.625
but less than $80.62 or (3) one share if the price is not more than
$66.625.
-19-
<PAGE>
The ACES and MEDS are carried at fair value, which fluctuates based on
the market value of NationsBank stock. Changes in the carrying value of
these securities (which amounted to a year to date increase of $47 for
ACES and a decrease of $2 for MEDS), net of deferred income taxes, are
recorded to net unrealized gains on securities in stockholders' equity.
Chubb Life had outstanding debt of $55 both as of the effective date of
the purchase and as of June 30, 1997. Of this amount, $51 represents
borrowings on a $60 short-term revolving line of credit with a bank.
While the Company has made no commitments for additional financing,
additional long-term debt securities may be issued to finance acquisitions
or for other corporate purposes.
JP has sold U. S. Treasury obligations under repurchase agreements
involving various counterparties, accounted for as financing
arrangements. Proceeds are used to purchase securities with longer
durations as an asset/liability management strategy.
Capital Securities
In January and March 1997, the Company privately placed $200 of
8.14% Capital Securities A and $100 of 8.285% Capital Securities Series
B. Net proceeds were temporarily invested prior to closing of the Chubb
Life acquisition, in major part by reducing short-term borrowings under
JP's ongoing commercial paper program.
Liquidity
Liquidity requirements are met primarily by positive cash flows from the
operations of insurance subsidiaries and other consolidated subsidiaries.
Overall sources of liquidity are sufficient to satisfy operating
requirements.
Consolidated cash provided by operations for the first six months and the
second quarter of 1997 were $255 and $182, respectively, and $307 and
$153 for the corresponding periods of 1996. Chubb Life had no
significant impact on such amounts.
The Company used cash of $758 during the second quarter of 1997 to
purchase Chubb Life. Such amount represents the purchase price less
cash held by Chubb Life at the acquisition date. Exclusive of the $758,
net cash provided/(used) in investing cash flows were $45 and $(74) for
the six month and three month periods ended June 30, 1997, respectively.
For the first six months and the second quarter of 1996, net funds used in
investing activities were $(429) and $(164), respectively. The variation
in these amounts reflect the liquidation of investments in the months
preceding the Chubb Life acquisition, with the proceeds used to partially
fund the acquisition. The majority of the liquidation process was
completed during 1997's first quarter.
Proceeds from the issuance of securities were $150 for the second quarter
of 1997 (MEDS) and $450 for the first six months of 1997 (includes the
first quarter 1997 $300 issuance of Capital Securities). Net
borrowings/(repayments) from short-term borrowing and securities sold
under repurchase agreements were $(46) and $86 for the first six months
of 1997 and 1996, respectively. Net borrowings from short-term debt
and securities sold under repurchase agreements were $182 and $66 for
the second quarter of 1997 and 1996, respectively. These amounts reflect
the first quarter 1997 temporary paydown of short-term debt in
connection with the issuance of the Capital Securities, prior to the Chubb
Life acquisition. Cash flows from changes in policyholder contract
deposits were $112 and $4 for the first six months of 1997 and 1996,
respectively, and $55 and $(48), respectively, for the second quarter of
each year. Chubb Life contributed $56 toward the 1997 net inflow of
policyholder deposits. Cash was used to pay common dividends of $(55)
and $(50) during the first six months of 1997 and 1996, respectively.
-20-
<PAGE>
Primary sources of cash from the Insurance segment are premiums, other
insurance considerations, receipts for policyholder accounts, investment
sales and maturities and investment income. Primary uses of cash include
payment of insurance benefits, operating expenses, withdrawals from
policyholder accounts, costs related to acquiring new business, income
taxes and investment purchases.
Primary sources of cash from the Communications segment are revenues
from advertising and sports and entertainment production. Primary uses
of cash include payment of agency commissions, cost of sales, operating
expenses and income taxes.
In order to meet the parent company's dividend payments, debt servicing
obligations and other expenses, internal dividends are received from the
subsidiary companies. Total internal cash dividends paid to the parent
company from its subsidiaries during the first six months were $351 in
1997 and $77 in 1996. JP Life has been the primary source of dividends.
Of the 1997 dividends to JP by its subsidiaries, $219 from JP Life was
specifically to assist in funding the Chubb Life acquisition. The
Company's life insurance subsidiaries are subject to laws in the states of
domicile that limit the amount of dividends that can be paid without the
prior approval of the respective State's Insurance Commissioner.
Because of the extraordinary dividends paid by JP Life and Chubb Life
during the second quarter of 1997, any future dividends by these
companies through April 1998 will require regulatory approval.
Cash and short-term investments were $113 and $108 at June 30, 1997
and December 31, 1996, respectively. Additionally, debt and equity
securities held by the parent company and non-regulated subsidiaries
were $578 and $483 at June 30, 1997 and December 31, 1996,
respectively. These securities, less the $343 (at June 30, 1997)
of NationsBank stock which supports the outstanding ACES and MEDS,
are considered to be sources of liquidity to support the Company's
strategies. Total trading securities and debt and equity securities
available for sale at June 30, 1997 were $10,471.
Year 2000 Conversion Costs
The Company has been analyzing the Year 2000 computer systems
problem since 1995. During the course of this analysis the Company has
ascertained that failure to alleviate Year 2000 systems problems could
result in a material disruption to the Company's operations in the year
2000. A centralized oversight and project management process has been
put into place to facilitate compliance of all Company information systems
prior to the end of 1999. The Company is nearing completion of the
assessment phase of the Year 2000 effort (including mainframe and
alternative systems) and has brought several information systems into
Year 2000 compliance. The Company expects quantification of incremental
expenses should be completed by year end.
-21-
<PAGE>
Investments
JP's strategy for managing the insurance investment portfolio is to
dependably meet pricing assumptions while achieving the highest
possible after-tax returns over the long term. Cash flows are invested
primarily in fixed income securities. The nature and quality of the various
types of investments held by insurance subsidiaries must comply with
state regulatory requirements. The Company has a formal investment
policy that governs overall quality and diversification.
JP held the following carrying amounts of investments:
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
----------- -----------
<S> <C> <C> <C> <C>
Publicly-issued bonds $10,910 62.8% $ 8,249 57.9%
Privately-placed bonds 2,424 13.9 2,249 15.8
Commercial mortgage loans 1,442 8.3 1,323 9.3
Common stock 904 5.2 906 6.4
Policy loans 1,442 8.3 1,212 8.5
Preferred stock 47 0.3 75 0.5
Real estate 75 0.4 75 0.5
Cash and other invested assets 142 0.8 159 1.1
------- ------ ------- ------
Total $17,386 100.0% $14,248 100.0%
======= ====== ======= ======
</TABLE>
The strategy of identifying market sectors and niches that provide
investment opportunities to meet the portfolios' growth, quality and yield
requirements is expected to continue to result in increasing percentages of
private placements and commercial mortgage loans, which declined in the
second quarter as a result of the Chubb Life acquisition.
Carrying amounts of investments categorized as "higher risk" assets were:
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
---------- -----------
<S> <C> <C> <C> <C>
Bonds near or in default $ 2 0.0% $ 12 0.1%
Bonds below investment grade 628 3.6 432 3.1
Mortgage loans 60 days
delinquent or in foreclosure 11 0.1 9 -
Mortgage loans restructured 14 0.1 14 0.1
Foreclosed properties 7 - 3 -
------- ------ ------- ------
Sub-total, higher risk assets 662 3.8 470 3.3
All other investments 16,724 96.2 13,778 96.7
------- ------ ------- ------
Total cash and investments $17,386 100.0% $14,248 100.0%
======= ====== ======= ======
</TABLE>
The level of below investment grade bonds is specifically authorized by
the Finance Committee. JP attempts to identify well structured private
placements offering enhanced yields and public non-investment grade
bonds in the highest tier of ratings just below investment grade.
-22-
<PAGE>
The investment policy permits the use of derivative financial instruments
such as futures contracts and interest rate swaps in conjunction with
specific direct investments. The Company uses interest rate swaps to
protect against interest rate fluctuations, to protect against yield curve
changes between identifying and closing mortgage loan and private
placement investments, and to modify the interest characteristics of
certain blocks of annuity contracts. As in all investments, the Company
is exposed to credit risks when entering into swap agreements. The
Company limits credit risk by entering into agreements with multiple
counterparties having high credit ratings. The Company's actual use of
derivative financial instruments has been limited, using them to manage
well-defined interest rate risks. Interest rate swaps with a notional value
of $181 and $254 were open as of June 30, 1997 and December 31, 1996
respectively. Termination of these arrangements under then current
interest rates would result in a potential gain of $1. The net
amount paid or received under these arrangements is reflected as an
adjustment to investment income.
JP sells call options on selected common stock holdings to reduce the
market risk of these equities and as an additional source of investment
returns. Premiums received from these options are applied to reduce the
basis of the shares called or are recorded as investment income upon
expiry. The Policy permits a portfolio up to $50 in trading securities
shares for the primary purpose of writing covered call options to enhance
returns. Considerations received were $2 in the first six months of 1997
and $7 for the year ended December 31, 1996.
Collateralized Mortgage Obligations (CMO's) were:
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
---- ----
<S> <C> <C>
Available for sale, at fair value:
Federal agency issued CMO's $2,405 $2,059
Corporate private-labeled CMO's 1,207 913
------ ------
Total $3,612 $2,972
====== ======
</TABLE>
The Company's investment strategy with respect to CMO's focuses on
actively-traded, less volatile issues that produce relatively stable cash
flows. CMO holdings are predominantly sequential tranches of federal
agency issuers. Chubb Life had CMO's of $753 at June 30, 1997,
resulting in the overall increase since year end 1996. Excluding CMO's
of Chubb Life, interest rates on the underlying mortgage loans are below
current rate levels and are expected to produce lower volatility in cash
flows. The mortgage loans underlying the Chubb Life CMO portfolio
have somewhat higher interest rates. Over time, the Chubb Life CMO's
will be brought into line with the rest of the CMO portfolio.
Due to the high quality and liquid nature of these investments, the
Company believes that the impairment risks associated with these
securities are no greater than those applicable to direct agency or
corporate issues.
Asset/Liability Management
The asset/liability management process focuses primarily on the
management of interest rate risk. JP monitors the duration (a measure of
sensitivity to interest rate changes) of insurance liabilities compared to the
duration of assets backing the insurance lines. Responsibility for this
monitoring lies with JP's Asset/Liability Management Committee, which
monitors and refines the portfolio with a goal of prudently balancing
profitability and risk. Separate asset portfolios have been established for
different insurance products. The Company also considers the timing of
the cash flows arising from the assets and liabilities under different
interest rate scenarios. Management's intent is that option-adjusted
durations for interest sensitive portfolios such as universal life and
annuities remain prudently matched. A wider tolerance is permitted for
non-interest sensitive (traditional) portfolios.
-23-
<PAGE>
EXTERNAL TRENDS AND FORWARD LOOKING INFORMATION
With respect to economic trends, inflation and interest rate risks,
environmental liabilities and the regulatory and legal environment, no
significant changes have occurred subsequent to management's
comments in the 1996 Form 10-K Filing. Reference is made to the
earlier discussion of the NAIC's initiative to codify statutory accounting
principles (see Capital Resources).
Accounting Pronouncements
See note 5 of the notes to consolidated unaudited condensed financial
statements.
Forward-looking information
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements. Certain information contained
herein or in any other written or oral statements made by, or on behalf of
JP are or may be viewed as forward looking. Although the Company has
used appropriate care in developing any such forward looking
information, forward looking information involves risks and uncertainties
that could significantly impact actual results. These risks and
uncertainties include, but are not limited to, the matters discussed in
"External Trends and Forwarding Looking Information" and other risks
detailed from time to time in the Company's SEC filings; to the risks that
the business and/or operations of Chubb Life may deteriorate due to the
acquisition, and that JP might fail to successfully complete synergistic
strategies for cost reductions and for growth in sales of products of
Chubb Life and other insurance subsidiaries through all existing and
acquired distribution channels; and more generally, to: general economic
conditions; competitive factors, including pricing pressures, technological
developments, new product offerings and the emergence of new
competitors; interest rate trends and fluctuations, and changes in federal
and state laws and regulations, including, without limitation, changes in
financial services industry or tax laws and regulations. The Company
undertakes no obligation to publicly update or revise any forward looking
statements, whether as a result of new information, future developments
or otherwise.
-24-
<PAGE>
PART II. OTHER INFORMATION
JEFFERSON-PILOT CORPORATION
Item 1. Legal Proceedings
The registrant is involved in various claims and lawsuits incidental to and
in the ordinary course of its business. In the opinion of management, the
ultimate liability will not have a material effect on the financial condition
or liquidity of the Company, but could have a material adverse effect on
the results of operations for a specified period.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(10) (iii) Employment contract between the Registrant and Theresa
M. Stone, who became an executive officer of the Registrant
on July 1, 1997.
(27) Financial Data Schedule
(b) Reports of Form 8-K
The following reports on Form 8-K were filed during the second quarter
of 1997:
(i) For April 2, 1997, disclosing claims paying rating
reaffirmations.
(ii) For May 13, 1997, reporting the closing of the Chubb Life
acquisition and providing historical financial statements, and the
related Form 8-K/A-1 providing pro-forma financial statements.
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) /s/Dennis R. Glass
(Name and Title) Dennis R. Glass, Executive Vice President and
Chief Financial Officer and Treasurer
Date August 14, 1997
By (Signature) /s/Reggie D. Adamson
(Name and Title) Reggie D. Adamson, Senior Vice President - Finance
(Principal Accounting Officer)
Date August 14, 1997
-25-
Exhibit 10
April 11, 1997
Ms. Theresa M. Stone
Chubb Life Insurance Company of America
One Granite Place
Concord, New Hampshire 03301
Dear Terry:
Contingent upon the closing of the Chubb Life of America acquisition, I am
pleased to offer you the opportunity to join Jefferson-Pilot to head our
Communications Operations. This letter will constitute a three year
agreement, the terms of which are outlined below. This is a very exciting
time for all of us and a great opportunity for us as we move forward.
1. Starting Date: Upon closing.
2. Title: Executive Vice President - Jefferson-Pilot Corporation and
President - Jefferson-Pilot Communications.
3. Report/Duties: You will report to me and be responsible for all of
Jefferson-Pilot's communications activities and operations.
4. Compensation:
A. Base Salary: $350,000 per year subject to annual review or
increases.
B. Annual Bonus: You will participate in the Jefferson-Pilot
Communications plan consistent with key employees with a
range of:
16% for threshold/minimum performance
32% for target performance
48% for superior/maximum performance
I have discretion provided by the Board Compensation Committee to
increase the superior award by 50% based on individual performance.
You will be guaranteed a minimum bonus of $100,000 for the year 1997
payable in 1998. In addition, you will participate in the Company's
Long Term Incentive Plan.
C. Stock Option: The following options will be awarded assuming
continued performance at target levels and contingent upon approval
by the Jefferson-Pilot Board Compensation Committee. Options are
normally awarded in February of each year and vest over a three year
period.
1998 (for calendar year 1997) - 20,000 shares
1999 - 20,000 shares
This agreement is subject to final review and approval by the Jefferson-
Pilot Corporation Compensation Committee. If you agree with the above-
outlined terms and Conditions, please sign the original and return it to
me at your earliest convenience.
Terry, I am very pleased with your willingness and excitement to join
this new organization, and bringing your skills to bear as we pursue
the many challenges and opportunities ahead. Best regards.
Sincerely,
/s/ David Stonecipher
David A. Stonecipher
I hereby accept the terms outlined above.
/s/ Theresa M. Stone April 30, 1997
_____________________________ __________________________
Theresa M. Stone (Date)
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