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 March 31, 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 March 31, 1997 70,771,876
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JEFFERSON-PILOT CORPORATION
INDEX
- Page No. -
Part I. Financial Information
Consolidated Unaudited Condensed Balance Sheets
- March 31, 1997 and December 31, 1996 3
Consolidated Unaudited Condensed Statements of Income
- Three Months ended March 31, 1997 and 1996 4
Consolidated Unaudited Condensed Statements of Cash
Flows
- Three Months ended March 31, 1997 and 1996 5
Notes to Consolidated Unaudited Condensed Financial
Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. Other Information 21
Signatures 21
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PART I. FINANCIAL INFORMATION
JEFFERSON-PILOT CORPORATION
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
(In Millions)
March 31 December 31
1997 1996
Assets -------- ---------
Cash and investments:
Debt securities available for sale, at fair value $ 6,508 $ 6,673
(amortized cost $6,595 and $6,607)
Debt securities held to maturity, at amortized cost 3,868 3,877
(fair value $3,838 and $3,903)
Equity securities available for sale, at fair value 823 906
(cost $111 and $196)
Equity securities trading portfolio, at fair value 5 23
(cost $6 and $23)
Mortgage loans on real estate 1,347 1,323
Cash and all other investments 1,745 1,446
------ ------
Total cash and investments 14,296 14,248
Accrued investment income 165 166
Due from reinsurers 1,296 1,260
Deferred policy acquisition costs and value
of business acquired 975 934
Cost in excess of net assets acquired 85 86
Assets held in separate accounts 512 492
Accounts receivable, agents' balances, and other assets 409 376
------- -------
$17,738 $17,562
======= =======
Liabilities and Stockholders' Equity
Liabilities:
Policy liabilities $13,742 $13,619
Debt 169 370
Securities sold under repurchase agreements 236 244
Liabilities related to separate accounts 512 492
Tax liabilities 172 173
Accounts payable, accruals and other liabilities 263 314
------- -------
15,094 15,212
Guaranteed preferred beneficial interest in
subordinated debentures ("Capital Securities") 300 -
Mandatorily redeemable preferred stock 53 53
Stockholders' Equity:
Common stock 89 88
Retained earnings 1,788 1,708
Net unrealized gains on securities 414 501
------- -------
$17,738 $17,562
======= =======
See Notes to Consolidated Unaudited Condensed Financial Statements
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JEFFERSON-PILOT CORPORATION
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF INCOME
(In Millions Except Share Information)
Three Months Ended
March 31
1997 1996
---- ----
Revenue:
Premiums and other considerations $240 $260
Net investment income 238 213
Realized investment gains 61 12
Communications operations 51 46
Other 1 3
---- ----
Total Revenue 591 534
---- ----
Benefits and Expenses:
Insurance and annuity benefits 296 314
Insurance commissions 41 39
General, administrative and other expenses 50 46
Communications operations 34 29
---- ----
Total benefits and expenses 421 428
---- ----
Income from operations before income taxes 170 106
Provision for income taxes 57 35
--- ---
Net income 113 71
Dividends on Capital Securities 3 -
Dividends on mandatorily redeemable preferred stock 1 1
---- ----
Net income available to common stockholders $109 $ 70
==== ====
Average number of shares outstanding 70,745,700 71,226,949
Income Per Share of Common Stock:
Income available to common stockholders
before gain from sales of investments $ .98 $ .87
Gain from sales of investments, net of income taxes .56 .11
----- -----
Net income available to common stockholders $1.54 $ .98
===== =====
Dividends declared per common share $ .40 $ .36
===== =====
See Notes to Consolidated Unaudited Condensed Financial Statements
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JEFFERSON PILOT CORPORATION
CONSOLIDATED UNAUDITED CONDENSED
STATEMENTS OF CASH FLOWS
(In Millions)
Three Months Ended
March 31
1997 1996
---- ----
Net cash provided by operations $ 73 $154
Cash Flows from Investing Activities:
Investments sold (purchased), net 117 (267)
Other investing activities 1 2
----- -----
Net cash provided (used) by investing activities 118 (265)
----- -----
Cash Flows from Financing Activities:
Issuance of Capital Securities 300 -
Net short-term borrowings (repayments) (228) 20
Cash dividends paid (25) (23)
Issuance of common shares, net 1 1
Policyholder contract deposits, net 58 52
----- -----
Net cash provided by financing activities 106 50
----- -----
Increase (decrease) in cash and cash equivalents 297 (61)
Cash and cash equivalents at beginning of period 108 122
----- -----
Cash and cash equivalents at end of period $405 $ 61
===== =====
Supplemental Cash Flow Information:
Income taxes paid $ 1 $ 19
==== ====
Interest paid on borrowed money $ 7 $ 9
==== ====
See Notes to Consolidated Unaudited Condensed Financial Statements
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JEFFERSON-PILOT CORPORATION
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed consolidated 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 three month period ended March
31, 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, the Company acquired all the outstanding shares of
Chubb Life Insurance Company of America (Chubb Life) from The Chubb
Corporation (Chubb). 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.
The purchase price was $875, which was paid by a $100 dividend to Chubb
from Chubb Life and $775 cash from Jefferson-Pilot Corporation. The $775
was financed through various securities offerings, from internally available
resources including sales of investment securities and from issuance of
commercial paper.
3. Issuance of 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 invested in the interim before closing of the Chubb Life
acquisition, in major part by reducing short-term borrowings under JP's
ongoing commercial paper program
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
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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.
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 Pronouncement
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.
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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 March 31, 1997, changes in financial condition for the three
months then ended, and results of operations for the three months ended
March 31, 1997 as compared to March 31, 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 three principal subsidiaries, Jefferson-Pilot Life
Insurance Company (JP Life), Alexander Hamilton Life Insurance Company
of America (AH Life), and First Alexander Hamilton Life (FAHL). 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).
Acquisition Summary
On May 13, 1997, the Company acquired all the outstanding shares of
Chubb Life Insurance Company of America (Chubb Life) from The Chubb
Corporation (Chubb). 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.
The purchase price was $875, which was paid by a $100 dividend to Chubb
from Chubb Life and $775 cash from JP. The $775 was financed through
liquidation of invested assets, the issuance of $75 of 6.95% 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.
JP and Chubb have committed to negotiate in good faith to develop and
enter into a mutually beneficial marketing arrangement that would make
available to all JP affiliates the property and casualty agency distribution
and the bank distribution channels of Chubb. These channels have
historically generated approximately 20% of Chubb Life's total production,
with the remainder generated principally by independent agents.
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The announcement of the agreement to acquire Chubb Life was made on
Form 8-K filed with the SEC on February 23, 1997. The closing of the
purchase, completed on May 13, 1997, will be reported, together with
audited financial statements of the acquired business, on Form 8-K
within 15 days of the closing. The Company will file an amendment to
the 8-K within 60 days which will include pro forma financial statements
of the combined companies.
JP has announced that a major base of operation for Chubb Life will be
retained in Concord, New Hampshire.
In January 1997, JPCC acquired the assets of KQKS-FM in Denver for $15
in cash.
RESULTS OF OPERATIONS
The following tables illustrate JP's results and earnings per share before and
after the inclusion of realized investment gains.
Three Months Ended
March 31
1997 1996
Consolidated Summary of Income ---- ----
Operating income $ 69 $ 62
Realized investment gains, net 40 8
Net income available to ---- ----
common stockholders $109 $ 70
==== ====
Consolidated Earnings Per Share
Operating income $ 0.98 $ 0.87
Realized investment gains, net 0.56 0.11
Net income available to ------ ------
common stockholders $ 1.54 $ .98
====== ======
Net Realized Investment Gains
Common stocks $66 $10
Bonds and preferred stocks (5) 1
Other - 1
--- ---
Total investment gains 61 12
Less applicable taxes 21 4
--- ---
Net realized investment gains $40 $ 8
=== ===
Net income available to common stockholders increased 55.7% over the
prior year's first quarter. Operating income, after dividends on preferred
stock and capital securities, increased 11.3% to $69 over 1996's first three
months. Favorable mortality in Individual Products and improved spreads
in Annuity and Investment Products drove the increased profitability in the
insurance segment. Group Product results were less than in the prior year
primarily due to lower earnings from conventional and alternatively funded
accident and health insurance products. JP Communications results
declined from the first quarter of 1996. The prior year results were
positively impacted by a federal tax refund and related interest of $2.5. Net
realized gains increased substantially over the prior year as a result of
selling investments to finance the Chubb Life acquisition.
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Net income available to common stockholders reflects $3 of dividends paid
on the Capital Securities, Series A and B that were issued during the first
quarter of 1997. In addition, dividends of $1 were paid in 1997 and 1996
on the preferred stock issued in conjunction with the acquisition of AH
Life and the formation of AH (Michigan).
Earnings per share increased 57.1% over the same period in 1996 due to the
increased profitability and realized gains noted above and the reacquisition
of shares in 1996. Average shares outstanding during the first quarter of
1997 and 1996 were 70.7 and 71.2, respectively. On an operating income
basis, earnings per share increased 12.6% over 1996 due primarily to
improved operating results in the Insurance segment.
The increase in net investment income of 11.7% over the first quarter of
1996 was achieved principally through the growth in invested assets arising
from policyholder contract deposits related to universal life and annuity
products.
Income tax provisions increased by 62.9% compared to the same period in
1996 in correlation with the improvement in overall results. Effective tax
rates increased slightly to 33.5% versus 33.0% in the first quarter of 1996.
A more detailed discussion of operating results by segment and product
follows.
Operating Earnings by Business Segment
Operating income of the business segments includes investment income but
excludes net realized investment gains. Operating expenses of the parent
company, earnings on investments, consolidation entries, net realized
investment gains, interest expense and dividends on preferred stock and
Capital Securities 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.
Three Months Ended
March 31
1997 1996
Consolidated Summary of Income ---- ----
by Segment and Classes of Products
Insurance segment:
Individual Products $ 42 $ 37
Annuity and Investment Products 19 14
Group Products 6 7
---- ----
67 58
Communications segment 7 9
Other (1) (4)
---- ----
Operating Income 73 63
Net realized investment gains, net 40 8
---- ----
Net income 113 71
Dividends on Capital Securities (3) -
Dividends on preferred stock (1) (1)
---- ----
Net income available to common stockholders $109 $ 70
==== ====
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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:
Three Months Ended
March 31
1997 1996
---- ----
Premiums, considerations, and other income $117 $119
Net investment income 120 111
---- ----
Total revenues 237 230
Policy benefits 126 129
Expenses 47 45
---- ----
Total benefits and expenses 173 174
---- ----
Operating income before income taxes 64 56
Provision for income taxes 22 19
---- ----
Operating income $ 42 $ 37
==== ====
Individual Products operating income increased $5 or 13.5% over the first
quarter of 1996. As a percentage of total revenues, operating income was
17.7% in 1997 versus 16.1% in 1996.
New first-year life insurance premiums and receipts for policyholder
accounts dropped 38.4% compared to an increase of 64.6% in 1996.
Receipts in 1996 were positively impacted by $25 of premiums from a bank
owned life insurance case. Renewal and single premiums increased 15.8%. Net
investment income in this line increased $9 or 8.1% consistent with the
increase in policyholder fund balances. Average policyholder fund
balances of $4,164 for the first quarter of 1997 represent a 9.1% increase
over the $3,815 average fund balance in the first quarter of 1996.
Individual accident and health premiums declined 40.9% or $3 consistent
with expectations for this closed block of business. Benefits related to this
block of business also declined $1 or 33.2% in correlation with the drop in
premiums.
Policy benefits decreased $3 or 2.3% from the prior year primarily due to
favorable mortality experience (decline of 13.2%) in the career and regional
marketing network distribution channels, and in the acquired blocks.
Increase in reserves declined $4 million as premium revenues declined.
Increases in fund balances resulted in interest credited to policyholder funds
increasing $5 or 9.4%.
Expenses increased 4.4% or $2 due to unlocking of favorable mortality
experience on acquired blocks. General and administrative expenses
declined $2 or 10.4% in comparison to 1996. Expenses in 1996 were
negatively impacted by integration costs related to the AH Life acquisition.
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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:
Three Months Ended
March 31
1997 1996
---- ----
Premiums, considerations, and other income $ 10 $ 23
Net investment income 105 92
---- ----
Total revenues 115 115
Policy benefits 75 85
Expenses 11 9
---- ----
Total benefits and expenses 86 94
---- ----
Operating income before income taxes 29 21
Provision for income taxes 10 7
---- ----
Operating income $ 19 $ 14
==== ====
Operating income increased 35.7% or $5 from the first quarter of 1996. In
general, this improvement was due to an increase in assets under
management and a widening in interest rate spreads. Average assets under
management (net of reinsurance) increased 13.2% to $5,460 from the first
quarter of 1996 as a result of planned internal growth and the fourth quarter
1996 recapture of a block of periodic payment annuities from affiliates of
Household International, Inc. (Household). The average gross spread on
general accounts improved 21 basis points from 195 basis points in the first
quarter of 1996 to 216 basis points for the same period in 1997.
Premiums, considerations, and other income decreased $13 or 56.5% from
the first quarter of 1996 as a result of increased competition for single
premium immediate annuity business. Net investment income increased
$13 or 14.1% as assets under management increased. Also, the average
investment yield increased 6 basis points to 7.48% for the first quarter of
1997 as compared to 7.42% for the first quarter of 1996.
Policy benefits declined $10 or 11.8% as the change in policy reserves
declined consistent with the decrease in premiums for single premium
immediate annuities. This decrease was partially offset by an increase in
credited interest corresponding to higher levels of policyholder fund
balances. Total expenses increased $2 or 22.2%, in part, due to an increase
in commissions related to an increase in investment product sales by the
affiliated broker/dealer. Both general and administrative expenses and
amortization of deferred policy acquisition costs increased in the first
quarter of 1997 versus the first quarter of 1996, resulting from the growth
in annuity business inforce.
Assets under management (net of reinsurance) increased 0.5% to $5,473
during the first quarter of 1997 compared to an increase of 0.7% for the first
quarter of 1996. Fixed annuity receipts were $135 compared to $123 for the
same period in 1996. Fixed annuity benefits and surrenders as a percentage of
beginning fund balances were 3.4% in the first quarter of 1997 compared to
3.5% for the prior year first quarter.
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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:
Three Months Ended
March 31
1997 1996
---- ----
Premiums, considerations, and other income $115 $121
Net investment income 12 11
---- ----
Total revenues 127 132
Policy benefits 95 100
Expenses 23 22
---- ----
Total benefits and expenses 118 122
---- ----
Operating income before income taxes 9 10
Provision for income taxes 3 3
---- ----
Operating income $ 6 $ 7
==== ====
Overall, Group operating income declined $1 or 14.3% in the first quarter
of 1997 compared to 1996. As a percentage of total revenues, operating
income was 4.7% for the quarter in comparison to 5.3% for the same period
in 1996. For the quarter, policy benefits as a percentage of premiums,
considerations and other income was unchanged between years at 82.6%.
Group Life and Annuity results improved 168.4% to $4 as a result of
unexpected favorable mortality on term life for the quarter.
Health and disability results of $2 were 58.0% lower than the first quarter
of 1996 due to lower earnings on both conventional and alternatively
funded medical coverages. Conventional medical coverages continue to be
impacted by increased utilization of health care services and medical
inflation. Rate increases for this line of business have slowed a rising loss
ratio. Worse than expected claims experience in the first quarter of 1997
had a negative impact on the profitability of alternatively funded medical
coverages. Disability results improved during the quarter as claim
termination experience improved resulting in lower claim reserve increases.
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Communications
JPCC operates television and radio broadcast properties and produces
syndicated sports and entertainment programming. Operating results were:
Three Months Ended
March 31
1997 1996
---- ----
Communications revenues $ 51 $ 43
Net investment income (interest expense) (1) 3
---- ----
Total revenues 50 46
Operating costs 34 29
Depreciation and amortization 3 2
General expenses 1 1
---- ----
Total expenses 38 32
---- ----
Operating income before income taxes 12 14
Provision for income taxes 5 5
---- ----
Operating income $ 7 $ 9
==== ====
Operating income from the Communications segment declined $2 or 22.2%
compared to the first quarter of 1996. Although all three operating
divisions (Radio, Television and Sports) reported increases in revenues and
broadcast cash flow, the first quarter of 1996 was positively impacted by a
$2.5 income tax refund including related interest. Excluding the impact of
this refund, operating earnings were up 2.6% over the prior year.
Radio revenues increased 27.8% from the first quarter of 1996, due to
acquisitions of properties in late 1996 and early 1997 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, Radio revenues are up almost 11.7% while broadcast cash flows are
up 13.9%.
Due to continued strong audience levels and the favorable advertising
environment, Television properties generated an 8.0% increase in revenues
over the prior year. Operating expenses increased only 1.5% resulting in a
21.3% increase in broadcast cash flow.
Revenue from Sports operations increased 18.6% over the prior year's first
quarter as a result of continued success in developing gymnastics and
skating sporting events. Costs increased 29.6% primarily as a result of
producing these additional events, resulting in a 2.9% increase in broadcast
cash flow.
Total expenses increased 18.8% over the first quarter of 1996 primarily due
to the acquisition of radio properties and the increase in the number of
Sports events. For the quarter, expenses as a percent of revenues increased
to 76.0% for 1997 compared to 69.6% for 1996. Depreciation and
amortization costs increased $1 as a result of acquisitions.
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Other
Operating results categorized as "Other" include parent company expenses
and earnings on investments. Financing expenses related to acquisitions
were $8 and $7 for the first quarter of 1997 and 1996. In total, operating
income from the Other segment was $(1) and $(4) for the first quarter of
1997 and 1996, respectively.
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 $176 or 1.0% during the first quarter. Primary
sources of this asset growth include cash provided by operating activities,
net financing activities and net inflows of policyholder contract deposits.
These sources were offset by cash dividends paid to shareholders. Asset
values also declined due to changes in market values of assets held in the
"available for sale" category resulting from increases in interest rates.
The Insurance segment defers the costs of acquiring new business,
including commissions, certain costs of underwriting and issuing policies
plus agency office expenses. Deferred acquisition costs were $696 at
March 31, 1997 versus $669 at December 31, 1996, an increase of $27, or
4.0%. During the first three months of 1997, the balance increased by $39
for newly capitalized costs and by $11 for the effect of net unrealized
investment gains and losses, and was decreased by amortization of $23.
Value of Business Acquired represents the actuarially-determined present
value of future gross profits of the business acquired with AH Life. This
asset was $279 at March 31, 1997 versus $265 at December 31, 1996, an
increase of $14, or 5.3%. During the first three months of 1997, the balance
was reduced by $9 for net amortization, offset by a $23 increase for the
effect of net unrealized investment gains and losses.
Cost in excess of net assets acquired (goodwill) of $85 at March 31, 1997
and $86 at December 31, 1996 relates to acquisitions of AH Life and
Communications properties. It is being amortized over a dollar-weighted
average period of 25 years. Goodwill as a percentage of shareholders' equity
was 3.7% at March 31, 1997 and December 31, 1996.
JP has reinsurance receivables of $1,229 and $1,185 at March 31, 1997 and
December 31, 1996 respectively, and policy loans of $879 as of both
periods, 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.
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Capital Resources
Consolidated stockholders' equity was $2,291 at March 31, 1997 and $2,297
at December 31, 1996. Stockholders' equity includes net unrealized gains
on securities of $414 at March 31, 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.
Long-term debt outstanding was $168 at March 31, 1997 and $148 at
December 31, 1996, and consists of the Automatic Common Exchange
Securities (ACES). The increase in carrying value of the debt from year
end was the result of an increase in the market value of NationsBank stock,
to which values of the ACES are indexed. The increase in carrying value of
the debt, net of deferred income taxes, was charged against net unrealized
gains in stockholder's equity. Short-term debt outstanding was $1 at
March 31, 1997 and $222 at December 31, 1996. 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 invested in the
interim before closing of the Chubb Life acquisition, in major part by
reducing short-term borrowings under JP's ongoing commercial paper
program. After closing of the Chubb Life acquisition, short-term debt
outstanding was $317.
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.
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.
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.
JP's capital adequacy is illustrated by the following table:
March 31 December 31
1997 1996
---- ----
Total assets $17,738 $17,562
Total stockholders' equity 2,291 2,297
Ratio of stockholders' equity to assets 12.9% 13.1%
16
<PAGE>
The Company's ratio of capital to assets declined during the first quarter of
1997 primarily due to decreases in fair values of securities available for
sale. It is expected that the ratio will decline further with the Chubb Life
acquisition.
The Insurance segment is subject to regulatory constraints. The National
Association of Insurance Commissioners 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.
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.
JP Life and AH Life have been assigned the following ratings by the
following agencies:
JP Life AH Life
------- -------
A.M. Best A++ A++
Standard & Poor's AAA AAA
Duff and Phelps AAA AAA
Moody's Aa2 Aa3
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.
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 quarter was $73 and
$154 for 1997 and 1996 respectively. Cash flows provided from increases
in policyholder contract deposits were $58 and $52 in 1997 and 1996. Net
borrowings/(repayments) from short-term borrowing and securities sold
under repurchase agreements were $(228) (reflecting the payoff of short
term debt in connection with the issuance of the Capital Securities A and B)
and $20 in 1997 and 1996. In the first quarter of 1997 and 1996, net funds
were received/(used) from investing activities for $118 and $(265); for the
payment of dividends of $(25) and $(23); and from the issuance of Capital
Securities A and B in the amount of $297.
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.
17
<PAGE>
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 quarter were $48 in 1997 and
$34 in 1996. JP Life has been the primary source of dividends.
Cash and short-term investments were $405 and $61 at March 31, 1997 and
1996. Additionally, debt and equity securities held by the parent company
and non-regulated subsidiaries were $497 and $435 at March 31, 1997 and 1996
respectively. These securities, less the value of shares of NationsBank
which are covered by the outstanding ACES and the subsequent MEDS issue
in April 1997, 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 March 31, 1997 were $7,336.
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:
March 31 December 31
1997 1996
---- ----
Publicly-issued bonds $ 8,024 56% $ 8,249 58%
Privately-placed bonds 2,314 16 2,249 16
Commercial mortgage loans 1,347 9 1,323 9
Common stock 811 6 906 6
Policy loans 1,211 8 1,212 8
Preferred stock 55 1 75 1
Real estate 75 1 75 1
Cash and other invested assets 459 3 159 1
------- ---- ------- ----
Total $14,296 100% $14,248 100%
The strategy of identifying market sectors and niches that provide
investment opportunities to meet the portfolios' growth, quality and yield
requirements is expected to result in increasing percentages of private
placements and commercial mortgage loans.
18
<PAGE>
Carrying amounts of investments categorized as "higher risk" assets were:
March 31 December 31
1997 1996
---- ----
Bonds near or in default $ 13 0.1% $ 12 0.1%
Bonds below investment grade 474 3.3 432 3.0
Mortgage loans 60 days
delinquent or in foreclosure 10 0.1 9 0.1
Mortgage loans restructured 14 0.1 14 0.1
Foreclosed properties 2 - 3 -
------- ----- ------- -----
Sub-total, higher risk assets 513 3.6 470 3.3
All other investments 13,783 96.4 13,778 96.7
------- ----- ------- -----
Total cash and investments $14,296 100.0% $14,248 100.0%
======= ===== ======= =====
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.
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 $232 and $254 were
open as of March 31, 1997 and December 31, 1996 respectively.
Termination of these arrangements under current interest rates would result
in potential exposure of $5. 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 quarter of 1997 and $7 for the
year ended December 31, 1996.
Collateralized Mortgage Obligations (CMO's) were:
March 31 December 31
1997 1996
---- ----
Available for sale, at fair value:
Federal agency issued CMO's $2,037 $2,059
Corporate private-labeled CMO's 797 913
------ ------
Total $2,834 $2,972
19
<PAGE>
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. The interest rates on the underlying mortgage loans are
considerably below current rate levels and are expected to produce lower
volatility in cash flows. 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.
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.
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.
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 its sale, 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,
20
<PAGE>
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.
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
of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports of Form 8-K
The following reports on Form 8-K were filed during 1997:
(i) February 23, 1997 reporting an agreement to acquire Chubb Life.
(ii) April 2, 1997 disclosing claims paying rating reaffirmations.
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, Treasurer
Date May 15, 1997
/s/Reggie D. Adamson
(Name and Title) Reggie D. Adamson,
Senior Vice President
(Principal Accounting Officer)
Date May 15, 1997
21
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<ARTICLE> 7
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 6,508
<DEBT-CARRYING-VALUE> 3,868
<DEBT-MARKET-VALUE> 3,838
<EQUITIES> 828
<MORTGAGE> 1,347
<REAL-ESTATE> 75
<TOTAL-INVEST> 13,891
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353
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