UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 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)
Registrant's Telephone Number, Including Area Code 336-691-3691
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange(s)
Title of Each Class on Which Registered
Common Stock (Par Value $1.25) New York, Midwest and
Pacific Stock Exchange
7.25% Automatic Common Exchange
Securities, Due January 21, 2000,
exchangeable into shares of
BankAmerica Corporation common
stock or equivalent cash New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
the filing requirements for at least the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (x)
State the aggregate market value of the voting and non-voting common equity
held by nonaffiliates of the registrant: approximately $7.9 billion at
March 15, 1999.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock:
Class Outstanding at March 15, 1999
Common Stock (Par Value $1.25 per share) 105,974,062
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders
to be held May 3, 1999 are incorporated by reference into Part III.
List of Exhibits appears on page E-1.
<PAGE>
TABLE OF CONTENTS
Part I -Page-
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 5
Executive Officers of the Registrant 5
Part II
Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 25
Item 8. Financial Statements and Supplementary Data 26
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 58
Part III
Item 10. Directors and Executive Officers of the Registrant 58
Item 11. Executive Compensation 58
Item 12. Security Ownership of Certain Beneficial Owners
and Management 58
Item 13. Certain Relationships and Related Transactions 58
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 58
Undertakings 59
Signatures 59
List of Financial Statements and Financial Statement Schedules,
followed by the Schedules F-1
List and Index of Exhibits, followed by Exhibits E-1
<PAGE>
PART I
Item 1. Business.
(a) General Development of Business
Jefferson-Pilot Corporation was incorporated in North Carolina
in 1968. While it has broad powers to engage in business, it is solely a
holding company. Our principal subsidiaries, which are wholly owned, are:
Jefferson-Pilot Life Insurance Company (JP Life),
Jefferson Pilot Financial Insurance Company (JPFIC), formerly named
Chubb Life Insurance Company of America,
Jefferson Pilot LifeAmerica Insurance Company (JPLA), formerly named
Chubb Colonial Life Insurance Company,
Alexander Hamilton Life Insurance Company of America (AH Life),
Jefferson Pilot Securities Corporation, a full service NASD
registered broker/dealer, and
Jefferson-Pilot Communications Company (JPCC).
Through these and other subsidiaries, we are primarily engaged in the business
of writing life and accident and health insurance policies, writing annuity
policies and selling other investment products, operating radio and television
facilities, and producing sports programming. Most operations are centered in
Greensboro, North Carolina, although a major base of operations in Concord, NH
serves JPFIC, JPLA and the broker/dealer. Further detail is provided in
Management's Discussion and Analysis of Financial Condition and Results of
Operations which begins on page 9 (MD&A).
Registrant has grown substantially in the past five years both
internally and through acquisitions.
In May 1995, JP Life assumed certain life insurance and annuity
business of Kentucky Central Life Insurance Company in an assumption reinsurance
transaction.
In October 1995, JP acquired AH Life and its subsidiary, First
Alexander Hamilton Life Insurance Company (FAHL), from a subsidiary of
Household International, Inc. (HI). With the acquisition, certain blocks of
AH Life's existing business were 100% coinsured with affiliates of HI, as
more fully discussed in Note 15 on page 53.
Effective May 1, 1997, JP acquired JPFIC, its subsidiary JPLA, and our
full service broker/dealer from The Chubb Corporation.
(b) Financial Information About Industry Segments
Industry segment information is presented in Note 16 on page 54.
1
<PAGE>
(c) Narrative Description of Business
Revenues derived from the principal products and services of
Registrant's insurance subsidiaries and revenues from the Communications
segment for the past three years are as follows (in millions):
<TABLE>
Revenues by Product <F1>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Life Insurance Products:
Individual:
Traditional $ 368 $ 343 $ 264
Universal life-type 1,056 882 600
Group 313 473 506
------ ------ ------
$1,737 $1,698 $1,370
Annuity and Investment Products 505 500 442
Communications 194 190 189
Corporate and Other 174 190 124
------ ------ ------
Total revenues $2,610 $2,578 $2,125
====== ====== ======
<FN>
<F1> Revenues include net investment income
</FN>
</TABLE>
The following is a brief description of our principal wholly-owned
subsidiaries, including their principal products and services, markets and
methods of distribution.
INSURANCE COMPANY SUBSIDIARIES
JP Life, domiciled in North Carolina, commenced business operations in
1903. It is authorized to write insurance in 49 states, the District of
Columbia, the Virgin Islands and Puerto Rico. It primarily writes whole life,
term, annuity and endowment insurance policies on an individual ordinary
basis, and group life and group accident and health insurance policies. It
also writes accident and health insurance on an individual basis.
JPFIC, domiciled in New Hampshire, through predecessor companies
commenced business in 1903. It is authorized to write insurance in 49 states,
the District of Columbia, Guam, the Virgin Islands and Puerto Rico.
JPLA, domiciled in New Jersey, commenced business in 1897. It is
authorized to write insurance in 50 states, the District of Columbia, four
U.S. possessions/territories and Taiwan.
JPFIC and JPLA are primarily engaged in writing universal life,
variable universal life and term life insurance policies.
AH Life, domiciled in Michigan, commenced business in 1977. It is
authorized to write insurance in 49 states and the District of Columbia, and
primarily writes fixed and variable annuities and fixed universal life
policies.
FAHL, domiciled in New York, commenced business in 1987. It is
authorized to write insurance in New York only and primarily writes
individual fixed annuity policies.
Life Insurance Products. Life policies offered by insurance
subsidiaries include continuous and limited-pay life and endowment policies,
universal life policies, variable universal life policies, and level and
decreasing term policies. On most policies, accidental death and disability
benefits are available in the form of riders, and IRA riders also are
available. At times, substandard risks are accepted at higher premiums.
The companies market individual products through a career agency
force, independent agents recruited through independent marketing
organizations and a regional marketing network, home service agents, and
financial institutions. Group products are marketed through group brokers,
career agents and home service agents. Individual health products are
marketed through all of the Company's sales forces and through brokers.
2
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The insurance subsidiaries have written substantially all of their
accident and health policies on a group basis. Group insurance is generally
issued to employers covering their employees and to associations covering
their members. The group medical business is being phased out as more fully
discussed in MD&A. JP Life continues to pursue group life and disability
insurance and has expanded sales efforts through its other distribution
channels.
Annuity and Investment Products. Annuity and investment products
offered by insurance subsidiaries include fixed and variable annuity products.
They are marketed through the distribution channels discussed above and
through investment professionals, annuity marketing organizations and
broker/dealers. Registrant's broker/dealer markets variable life insurance
and variable annuities written by insurance subsidiaries, and also sells
other securities and mutual funds.
Other Information Regarding Insurance Company Subsidiaries
Regulation. Insurance companies are subject to regulation and
supervision in the states in which they do business. Generally the insurance
laws establish supervisory agencies with broad administrative powers relating
to the granting and revocation of licenses to transact business, the licensing
of agents, approval of the forms of policies used, the regulation of trade
practices and market conduct, form and content of required financial
statements, reserve requirements, permitted investments, the approval of
dividends and, in general, the conduct of all insurance activities.
Insurance companies are also required to file detailed annual reports
with the supervisory agencies in the various states in which each does
business, and business and accounts are subject to examination at any time by
these agencies. Under the rules of the National Association of Insurance
Commissioners (NAIC) and state laws, companies are examined periodically
(usually at three or five year intervals) by the supervisory agencies of one
or more states.
Various states, including Michigan, New Hampshire, New Jersey, New
York and North Carolina, have enacted insurance holding company legislation.
Registrant's insurance subsidiaries have registered as members of an
"insurance holding company system" under applicable laws. Most states
require prior approval by state insurance regulators of transactions with
affiliates, including prior approval of payment of extraordinary dividends
by insurance subsidiaries, and of acquisitions of insurance companies.
Risk-based capital requirements and state guaranty fund laws are
discussed in MD&A.
Competition. The insurance subsidiaries operate in a highly
competitive field which consists of a large number of stock, mutual and other
types of insurers. A large number of established insurance companies compete
in the states in which our subsidiaries transact business.
Certain insurance and annuity products also compete with other
investment vehicles. Marketing of annuities and other competing products by
banks and other financial institutions is increasing. Our broker/dealer also
operates in a highly competitive environment. Existing tax laws affect the
taxation of life insurance and many competing products. Various proposals for
changes have been made, some of which could adversely affect the taxation of
certain products, and thus impact their marketing and the volume of policies
surrendered.
Employees. As of December 31, 1998, our insurance operations
including our broker/dealer employed approximately 2,200 persons and held
contracts with 29,000 independent and career agents.
COMMUNICATIONS
JPCC owns and operates television and radio stations as well as
Jefferson-Pilot Sports, a production and syndication business.
Television Operations
JPCC owns and operates three television stations. WBTV, Channel 3,
Charlotte, NC, is affiliated with CBS under a Network Affiliation Agreement
expiring on May 31, 2011. Absent cancellation by either party, the Agreement
3
<PAGE>
will be renewed for successive five-year periods. WWBT, Channel 12, Richmond,
VA, is affiliated with NBC under a Network Affiliation Agreement expiring
August 15, 2002. Absent cancellation by either party, the Agreement will be
renewed for successive five-year periods. WCSC, Channel 5, Charleston, SC,
is affiliated with CBS under a Network Affiliation Agreement expiring on
May 31, 2011. Absent cancellation by either party, the Agreement will be
renewed for successive five-year periods.
Radio Operations
JPCC owns and operates one AM and one FM station in Atlanta, GA, one
AM and two FM stations in Charlotte, NC, two AM and three FM stations in
Denver, CO, one AM and two FM stations in Miami, FL and one AM and three FM
stations in San Diego, CA.
Other Information Regarding Communications Companies
Competition. The radio and television stations compete for
programming, talent and revenues with other radio and television stations
as well as with other advertising and entertainment media. JPCC's other
divisions compete with other vendors of similar products and services.
Employees. As of December 31, 1998, JPCC and its subsidiaries
employed approximately 780 persons full time.
Federal Regulation. Television and radio broadcasting operations are
subject to the jurisdiction of the Federal Communications Commission ("FCC")
under the Communications Act of 1934, as amended (the "Act"). The Act
empowers the FCC to issue, revoke or modify broadcasting licenses, assign
frequencies, determine the locations of stations, regulate the apparatus
used by stations, establish areas to be served, adopt necessary regulations,
and impose certain penalties for violation of the regulations. The Act and
present regulations prohibit the transfer of a license or of control of a
licensee without prior approval of the FCC; restrict in various ways the
common and multiple ownership of broadcast facilities; restrict alien
ownership of licenses; and impose various other strictures on ownership
and operation.
Broadcasting licenses are granted for a period of eight years for
both television and radio and, in the absence of adverse claims as to the
licensee's qualifications or performance, will normally be renewed by the
FCC for an additional term. All our station licenses have been renewed as
required.
(d) Foreign Operations
Substantially all operations are conducted within the United States.
Subsidiaries have begun life insurance operations in Argentina and Uruguay,
which are not material to our operations.
Item 2. Properties
JP and other subsidiaries utilize space and personnel of JP Life.
JP Life owns its home office consisting of a 20-story building and an
adjacent 17-story building in downtown Greensboro, NC. These buildings house
insurance operations and provide space for commercial leasing. JP Life also
owns a supply and printing facility, a parking deck and a computer center,
all located on nearby properties. JP Life leases office space in Lexington,
KY for operation of the KCL business assumed.
Operations in Concord, NH are conducted in two buildings on
approximately 196 acres owned by JPFIC.
Insurance sales office space is leased in various jurisdictions.
JPCC owns its three television studios and office buildings, owns
most of its radio studios and offices, and owns or leases the towers
supporting its radio and television antennas.
Item 3. Legal Proceedings
JP Life is a defendant in a proposed class action suit, Romig v.
Jefferson-Pilot Life Insurance Company, filed on November 6, 1995 in the
Superior Court of Guilford County, NC. AH Life is a defendant in a separate
4
<PAGE>
proposed class action suit, Hallabrin et al vs. Alexander Hamilton Life
Insurance Company et al, filed on November 10, 1998 in the Circuit Court for
Wayne County, MI. Both suits allege 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. The Hallabrin suit also alleges a conspiracy among our
subsidiary and three unaffiliated insurance companies. 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.
JP and its subsidiaries are involved in other legal and administrative
proceedings and claims of various types, some of which include claims for
punitive damages. In recent years, the life insurance industry has
experienced increased litigation in which large jury awards including
punitive damages have occurred. Because of the considerable uncertainties
that exist, we cannot predict the outcome of pending or future litigation
with certainty. Based on consultation with our legal advisers, management
believes that resolution of pending legal proceedings will not have a
material adverse effect on our financial position or liquidity, but could
have a material adverse effect on the results of operations for a specific
period.
Environmental Proceedings. There are no material administrative
proceedings against us involving environmental matters.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Executive Officers of the Registrant
David A. Stonecipher, Chairman, President and Chief Executive Officer,
joined JP as President-Elect and CEO-Elect in September 1992, and became
President and CEO in March 1993, and Chairman in May 1998. Previously he was
President of the Life Insurance Company of Georgia and Southland Life
Insurance Company and their parent company, Georgia US.
Dennis R. Glass, Executive Vice President, Chief Financial Officer
and Treasurer, and also President-Financial Operations from February 1999,
joined JP in October 1993. Previously, he was Executive Vice President and
CFO of Protective Life Corporation, and earlier, of the Portman Companies.
Kenneth C. Mlekush, Executive Vice President, and also President-
Insurance Operations from February 1999, joined JP in January 1993.
Previously he was President and Chief Operating Officer of Southland Life
Insurance Company and Executive Vice President of its parent, Georgia US.
E. Jay Yelton, Executive Vice President - Investments, joined JP
in October 1993, and previously was President of the Investment Centre.
John D. Hopkins, Executive Vice President and General Counsel,
joined JP in April 1993, and previously was a partner in King & Spalding,
an Atlanta law firm.
Theresa M. Stone, Executive Vice President of JP and President of
JPCC since July 1, 1997, was previously President and Chief Executive Officer
of JPFIC from December 1994, and Executive Vice President in 1995 to May 13
and Senior Vice President from 1990 to 1994 of The Chubb Corporation.
There are no agreements or understandings between any executive
officer and any other person pursuant to which such executive officer was or
is to be selected as an officer. Executive officers hold office at the will
of the Board, subject for certain executives to their rights under employment
agreements listed as exhibits to this Form 10-K.
5
<PAGE>
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
(a) Market Information. JP common stock principally trades on the New York
Stock Exchange. Quarterly composite tape trading ranges have been:
<TABLE>
1998 1997 1996
------------------- ------------------- -------------------
<S> <C> <C> <C>
First Quarter $60 1/16 - 48 11/16 $41 - 36 1/4 $38 13/16 - 30 1/16
Second Quarter $62 1/8 - 54 7/8 $47 7/16 - 34 5/16 $37 1/16 - 33 1/2
Third Quarter $64 1/16 - 55 1/16 $53 1/2 - 44 7/8 $36 3/4 - 33 1/4
Fourth Quarter $78 3/8 - 55 3/8 $57 13/16 - 48 1/4 $39 3/4 - 34 1/4
</TABLE>
(b) Holders. As of March 15, 1999, our stock was owned by 10,682 shareholders
of record, and an even larger number of street name holders.
(c) Dividends. They are shown in Item 6 below.
Dividends to the Registrant from its insurance subsidiaries are subject
to state regulation, as more fully described in MD&A on page 19.
Item 6. Selected Financial Data.
<TABLE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
REVENUE BY SOURCES
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(In Millions)
<S> <C> <C> <C> <C> <C>
Life insurance $ 1,737 $ 1,698 $ 1,370 $ 1,051 $ 854
Annuities and investment products 506 499 442 217 102
Communications 195 190 189 164 173
Corporate and other 79 80 77 87 79
-------- -------- -------- -------- --------
Revenues before investment gains 2,517 2,467 2,078 1,519 1,208
Realized investment gains 93 111 47 49 61
-------- -------- -------- -------- --------
Total Revenues $ 2,610 $ 2,578 $ 2,125 $ 1,568 $ 1,269
======== ======== ======== ======== ========
</TABLE>
<TABLE>
NET INCOME BY SOURCES
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(In Millions)
<S> <C> <C> <C> <C> <C>
Life insurance $ 245 $ 194 $ 150 $ 127 $ 98
Annuities and investment products 71 63 55 29 19
Communications 32 28 28 23 22
Corporate and other 12 12 27 42 52
-------- -------- -------- -------- --------
Net income before investment gains 360 297 260 221 191
Realized investment gains, net of taxes 58 73 31 34 39
-------- -------- -------- -------- --------
Net income, continuing operations 418 370 291 255 230
Discontinued operations - - - 18 9
-------- -------- -------- -------- --------
Net Income Available to
Common Stockholders $ 418 $ 370 $ 291 $ 273 $ 239
======== ======== ======== ======== ========
</TABLE>
6
<PAGE>
<TABLE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SUMMARY OF SELECTED FINANCIAL DATA
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(In Millions Except Share and Per Share Information)
<S> <C> <C> <C> <C> <C>
Operating income before gain from sales
of investments:
Continuing operations $ 360 $ 297 $ 260 $ 221 $ 191
Discontinued operations - - - 2 9
-------- -------- -------- -------- --------
Operating income 360 297 260 223 200
Gain from sales of investments, net of taxes:
Continuing operations 58 73 31 34 39
Discontinued operations - - - 16 -
-------- -------- -------- -------- --------
Gain from sales of investments 58 73 31 50 39
-------- -------- -------- -------- --------
Net income available to common stockholders $ 418 $ 370 $ 291 $ 273 $ 239
======== ======== ======== ======== ========
Income per share of common stock:
Operating income before gain from
sales of investments:
Continuing operations $ 3.39 $ 2.80 $ 2.44 $ 2.06 $ 1.75
Discontinued operations - - - 0.02 0.09
-------- -------- -------- -------- --------
Operating income 3.39 2.80 2.44 2.08 1.84
Gain from sales of investments, net of taxes:
Continuing operations 0.55 0.69 0.29 0.31 0.35
Discontinued operations - - - 0.15 -
-------- -------- -------- -------- --------
Gain from sales of investments 0.55 0.69 0.29 0.46 0.35
-------- -------- -------- -------- --------
Net income available to common stockholders $ 3.94 $ 3.49 $ 2.73 $ 2.54 $ 2.19
======== ======== ======== ======== ========
Income per share of common stock -
assuming dilution:
Operating income $ 3.37 $ 2.78 $ 2.43 $ 2.07 $ 1.83
======== ======== ======== ======== ========
Net income available to
common stockholders $ 3.91 $ 3.47 $ 2.72 $ 2.53 $ 2.19
======== ======== ======== ======== ========
Cash dividends paid on common stock $ 122 $ 110 $ 100 $ 88 $ 82
======== ======== ======== ======== ========
Cash dividends paid per common share:
First quarter $ 0.27 $ 0.24 $ 0.21 $ 0.19 $ 0.17
Second quarter 0.30 0.27 0.24 0.21 0.19
Third quarter 0.30 0.27 0.24 0.21 0.19
Fourth quarter 0.30 0.27 0.24 0.21 0.19
-------- -------- -------- -------- --------
Total $ 1.16 $ 1.04 $ 0.93 $ 0.83 $ 0.75
======== ======== ======== ======== ========
Average common shares outstanding (thousands) 106,134 106,217 106,611 107,541 109,442
======== ======== ======== ======== ========
Total assets $ 24,338 $ 23,131 $ 17,562 $ 16,478 $ 6,140
======== ======== ======== ======== ========
Debt, capital securities and mandatorily
redeemable preferred stock $ 919 $ 969 $ 423 $ 417 $ 29
======== ======== ======== ======== ========
Stockholders' equity $ 3,052 $ 2,732 $ 2,297 $ 2,156 $ 1,733
======== ======== ======== ======== ========
Stockholders' equity per share
of common stock $ 28.82 $ 25.70 $ 21.65 $ 20.19 $ 15.89
======== ======== ======== ======== ========
Note: All share information has been restated to reflect an April 1998 3-for-2 stock split
and a December 1995 3-for-2 stock split, each effected in the form of a dividend.
Cash dividends per share may not add due to rounding related to the splits.
</TABLE>
7
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Supplemental Information
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(In Millions)
<S> <C> <C> <C> <C> <C>
Life Insurance In Force (Excludes Annuties):
Traditional $ 38,928 $ 42,648 $ 19,734 $ 21,256 $ 6,615
Universal Life 85,649 84,721 52,392 51,199 13,027
Variable Universal Life 14,569 11,099 - - -
Group 24,415 24,359 27,224 26,389 25,417
-------- -------- -------- -------- --------
Total Life Insurance In Force $163,561 $162,827 $ 99,350 $ 98,844 $ 45,059
======== ======== ======== ======== ========
Life Premiums on a FAS 60 Basis:
First Year Life (Note) $ 575 $ 418 $ 241 $ 119 $ 43
Renewal and Other Life 934 822 507 331 238
-------- -------- -------- -------- --------
Life Insurance 1,509 1,240 748 450 281
Accident and Health, Including
Premium Equivalents 422 612 645 696 706
-------- -------- -------- -------- --------
Total Life Insurance Premiums $ 1,931 $ 1,852 $ 1,393 $ 1,146 $ 987
======== ======== ======== ======== ========
Life Earnings by Product:
Individual $ 221 $ 184 $ 128 $ 93 $ 58
Group 24 10 22 34 40
-------- -------- -------- -------- --------
Total Life Earnings $ 245 $ 194 $ 150 $ 127 $ 98
======== ======== ======== ======== ========
Annuity Premiums on a FAS 60 Basis:
Fixed Annuity $ 376 $ 596 $ 557 $ 338 $ 240
Variable Annuity (including
separate accounts) 88 51 50 42 10
-------- -------- -------- -------- --------
Total Annuity Premiums $ 464 $ 647 $ 607 $ 380 $ 250
======== ======== ======== ======== ========
Investment Product Sales $ 1,816 $ 1,110 $ 70 $ 44 $ 71
======== ======== ======== ======== ========
Communications Broadcast Cash Flow $ 76 $ 65 $ 58 $ 48 $ 44
======== ======== ======== ======== ========
Note: First year life premiums include single premiums.
</TABLE>
8
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
JEFFERSON-PILOT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations for the three years ended December 31, 1998 analyzes the results of
operations, consolidated financial condition, liquidity and capital resources
of Jefferson-Pilot Corporation and consolidated subsidiaries (collectively
referred to as JP or Company). The discussion should be read in conjunction
with the Consolidated Financial Statements and Notes. All dollar amounts are
in millions except per share amounts. Prior share amounts have been restated
to give retroactive effect to the Company's three-for-two stock split, which
was effective in April 1998. All references to Notes are to Notes to the
Consolidated Financial Statements.
Company Profile
The Company has four business segments: Life Insurance Products, Annuity and
Investment Products (AIP), Communications, and Corporate and Other. Within
the Life Insurance Products segment, JP offers individual life and group
insurance products. Life insurance, accident and health insurance, and
annuities are currently marketed to individuals and businesses in the United
States through the Company's principal life insurance subsidiaries: Jefferson
- -Pilot Life Insurance Company (JP Life), Alexander Hamilton Life Insurance
Company of America and its subsidiary First Alexander Hamilton Life Insurance
Company (collectively, AH Life), and Jefferson Pilot Financial Insurance
Company (formerly named Chubb Life Insurance Company of America) and its
subsidiary, Jefferson Pilot LifeAmerica Insurance Company (JPLA, formerly
named Chubb Colonial Life Insurance Company). Chubb Sovereign Life Insurance
Company, formerly a subsidiary of JP Financial, was merged into JP Financial
in 1998.
Communications operations are conducted by Jefferson-Pilot Communications
Company (JPCC) and consist of radio and television broadcasting properties
located in strategically selected markets in the Southeastern and Western
United States, and sports program production.
Corporate and Other contains the activities of the parent company and passive
investment affiliates, surplus of the life insurance subsidiaries not allocated
to other reportable segments including earnings thereon, financing expenses on
Corporate debt and debt securities including Capital Securities and mandatorily
redeemable preferred stock, and federal and state income taxes not otherwise
allocated to business segments.
Excluding realized gains, JP's revenues are derived 69% from Life Insurance
Products, 20% from AIP, 8% from Communications and 3% from Corporate and
Other.
Acquisition Summary
JP's acquisition strategy is designed to deploy capital to enhance its core
business growth. The focus of such acquisitions is to increase distribution,
add product offerings, and provide economies of scale. In May 1997, the
Company acquired Jefferson Pilot Financial Insurance Company and its
subsidiary, JPLA (collectively, JP Financial). The discussion of this
acquisition and other significant transactions in Note 1 is incorporated
herein by reference.
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.
9
<PAGE>
The following tables illustrate JP's results before and after the inclusion of
realized investment gains.
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Consolidated Summary of Income
Operating income $360.3 $297.1 $259.8
Realized investment gains
(net of applicable income taxes) 58.0 73.4 30.7
------ ------ ------
Net income available to common
stockholders $418.3 $370.5 $290.5
====== ====== ======
Consolidated Earnings Per Share
Operating income $ 3.39 $ 2.80 $ 2.44
Realized investment gains
(net of applicable income taxes) 0.55 0.69 0.29
------ ------ ------
Net income available to common
stockholders $ 3.94 $ 3.49 $ 2.73
====== ====== ======
Net income available to common
stockholders - assuming dilution $ 3.91 $ 3.47 $ 2.72
====== ====== ======
</TABLE>
Operating income increased 21.3% in 1998 and 14.4% in 1997 due primarily to
increased profitability in the Life Insurance Products and Annuities and
Investment Products segments. 1998's results reflected the acquisition of JP
Financial for twelve months, whereas 1997's results only included eight
months' operations. Also, due to efforts to improve the economics of group
health products, 1998's results benefited from a return to profitability of
these coverages. Excluding the earnings impact of JP Financial (less related
financing costs) and group medical results, operating income increased
approximately 10% in 1998 and 1997.
Net realized gains in 1998 declined 21.0% in comparison to the 1997 increase
of 139.1% as a result of selling investments in 1997 to finance the
acquisition of JP Financial. Approximately 60%, 90% and 60% of pre-tax
realized gains in 1998, 1997 and 1996 were due to sales of investments in
common stocks.
Earnings per share increased 12.9% and 27.8% in 1998 and 1997 due to the
increase in net income. Earnings per share - assuming dilution increased 12.7%
and 27.6%. Operating income per share increased 21.1% and 14.8% in 1998 and
1997.
Operating Earnings by Business Segment
Reportable segments are determined in a manner consistent with the way
management organizes for purposes of making operating decisions and assessing
performance. Invested assets backing insurance liabilities are assigned to
segments in relation to policyholder funds and reserves. Net deferred
acquisition costs incurred or purchased, reinsurance receivables and
communications assets are assigned to segments based on specific
identification. Assets are also assigned to back capital allocated to each
segment in relation to JP's philosophy for managing business risks, reflecting
appropriate conservatism.
A more detailed discussion of operating results by segment follows.
Operating Income by Reportable Segment
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Life Insurance Products $245.2 $193.7 $149.6
Annuity and Investment Products 71.1 63.5 55.1
Communications 32.3 27.5 28.2
Corporate and Other 11.7 12.4 26.9
------ ------ ------
Operating income available to
common stockholders 360.3 297.1 259.8
Net realized investment gains 58.0 73.4 30.7
------ ------ ------
Net income available to common stockholders $418.3 $370.5 $290.5
====== ====== ======
</TABLE>
10
<PAGE>
Segment Assets
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Life Insurance Products $12,579 $11,684 $ 7,083
Annuity and Investment Products 6,495 6,525 5,917
Communications 222 218 215
Corporate and Other 5,042 4,704 4,347
------- ------- -------
Total Assets $24,338 $23,131 $17,562
======= ======= =======
</TABLE>
Life Insurance Products
The Life Insurance Products (Life Insurance) segment offers a wide array of
individual and group insurance policies through a career agency force,
independent agents recruited through independent marketing organizations and
a regional marketing network, home service agents, financial institutions,
workplace marketing representatives, and a targeted marketing division.
Individual life insurance products include traditional life and health
products, as well as universal life (UL) and variable universal life (VUL),
together referred to as UL-type products. The operating cycle for life
insurance products is long-term in nature; therefore, actuarial assumptions
are important to financial reporting for these policies. Traditional products
require the policyholder to pay scheduled premiums over the life of the
coverage. Traditional premium receipts are recognized as revenues and profits
are expected to emerge in relation thereto. Interest-sensitive product
premiums may vary over the life of the policy at the discretion of the
policyholder and are not recognized as revenues. Rather, revenues and
operating income on these products arise from mortality, expense and
surrender charges to policyholder fund balances (policy charges).
Additionally, JP earns interest spreads and investment advisory fees on
policyholder fund balances. Operating income for both traditional and
UL-type products also includes earnings on assigned capital.
Group insurance products include life and disability products sold through
employers, primarily in the Southeastern U.S. It also includes a block of
medical policies which are being underwritten by a national managed care
company as policy renewal dates arise over the next twelve months, on an
"as-rated" basis. This will result in invested capital formerly assigned to
these medical policies being reinvested in other life insurance products or
other reportable segments during 1999 and 2000, as the Company exits the
group medical business.
Operating results were:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Premiums and other considerations $1,017.4 $1,080.6 $ 910.0 $ 756.6 $ 641.8
Net investment income 719.2 617.5 459.7 295.3 211.6
-------- -------- -------- -------- --------
Total revenues 1,736.6 1,698.1 1,369.7 1,051.9 853.4
Policy benefits 992.8 1,057.1 882.8 676.5 564.0
Expenses 368.8 345.3 260.7 187.8 139.2
-------- -------- -------- -------- --------
Total benefits and expenses 1,361.6 1,402.4 1,143.5 864.3 703.2
-------- -------- -------- -------- --------
Operating income before
income taxes 375.0 295.7 226.2 187.6 150.2
Provision for income taxes 129.8 102.0 76.6 60.5 52.6
-------- -------- -------- -------- --------
Operating income $ 245.2 $ 193.7 $ 149.6 $ 127.1 $ 97.6
======== ======== ======== ======== ========
</TABLE>
11
<PAGE>
Life Insurance recorded increases in operating income of 26.6% in 1998 and
29.5% in 1997. In 1998, individual products contributed a 20.1% increase
while group products improved 151.6% due to aggressive rate increases and
expense management. In 1997, individual products operating income increased
44.2%, due to acquisitions and internal growth, while group products declined
56.6% in a very competitive marketplace for continuing writers of medical
coverages. The following table summarizes operating income for each category:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Individual $221.3 $184.2 $127.7 $ 92.5 $ 57.6
Group 23.9 9.5 21.9 34.6 40.0
------ ------ ------ ------ ------
Total Life Insurance Products $245.2 $193.7 $149.6 $127.1 $ 97.6
====== ====== ====== ====== ======
</TABLE>
During 1998, JP took aggressive action to restore the profitability of the
in-force group medical business and then announced its intention to cease
offering group medical policies beginning April 1, 1999. A full line of group
life and disability policies are still offered through existing distribution
channels. The following table illustrates amounts included in Life Insurance
results attributable to group medical contracts for the years presented:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Premiums and other considerations $156.0 $294.2 $328.0
Net investment income 12.1 15.9 16.9
Policy benefits (106.8) (254.7) (269.2)
Expenses (45.8) (62.2) (63.2)
------ ------ ------
Income before taxes $ 15.5 $ (6.8) $ 12.5
====== ====== ======
</TABLE>
The following table summarizes key information for Life Insurance products:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Annualized Individual life insurance sales $ 178 $ 144 $ 92
Individual traditional insurance premium income 204 195 137
Group premium income 269 425 456
Group premium equivalents 183 228 238
Average UL policyholder fund balances 7,147 5,788 4,008
Average VUL separate account assets 710 352 -
Average assets - individual products 11,639 9,187 6,350
Average assets - group products 482 523 521
</TABLE>
Life Insurance revenues increased only 2.3% in 1998 because of declines in
group premiums, and increased 24.0% in 1997 as a result of the JP Financial
acquisition. Revenues include traditional insurance premiums, policy charges
and investment income. Individual revenues increased 16.3% in 1998 and 41.8%
in 1997 due to growth in core businesses from acquisitions and internal
growth. To a large degree, increases in individual revenues are driven by
growth in average policyholder fund balances, which increased 23.5% in 1998
and 44.4% in 1997. Group revenues declined 33.9% in 1998 and 6.4% in 1997,
because the medical rate increases implemented resulted in non-renewals by
certain customers.
Life Insurance traditional insurance premiums declined 23.6% in 1998 due to
group medical products and increased 4.6% in 1997. Individual traditional
premiums improved 4.6% in 1998 and 42.3% in 1997 due in large part to the
acquisition of JP Financial. Group traditional premiums declined 36.5% in
1998 and 6.9% in 1997. Including equivalent premiums on self-insured health
policies, group premiums were down 30.8% and 5.9%. Policy charges improved
18.6% in 1998 and 49.4% in 1997, in relation to growth in UL-type products,
especially as a result of the JP Financial acquisition.
Investment income on assets assigned to the Life Insurance segment improved
16.5% and 34.3% in 1998 and 1997, following the growth in segment assets.
Total portfolio yields have declined as a result of lower investment rates and
credit spreads on new investment opportunities. The portfolio yield on
traditional assets declined 12 basis points in 1998 versus 26 basis points in
1997. Due to effective management of asset/liability risks, the average
investment spread (calculated as the difference between portfolio yields
earned on invested assets less interest credited to policyholder funds,
12
<PAGE>
assuming the same level of invested assets) on UL products decreased 9 basis
points in 1998 to 1.63% and remained unchanged in 1997 at 1.72%. In addition
to being impacted by portfolio yields and crediting rates, interest spreads
may vary over time due to competitive strategies and changes in product
design.
Policy benefits declined 6.1% in 1998, primarily due to group medical
products, and increased 19.7% in 1997, primarily due to the JP Financial
acquisition. Traditional policy benefits improved to 85.0% of premiums in
1998 versus 89.3% and 90.1% in 1997 and 1996. The improvement is attributable
to aggressive rate actions taken to restore the profitability of group medical
policies, which also resulted in the decline in premiums and premium
equivalents. As a result of these actions, the group medical incurred loss
ratio improved to 72% in 1998 versus 87% and 84% in 1997 and 1996. Policy
benefits on UL-type products improved to 8.2% of average policyholder funds in
1998 versus 8.7% in 1997 and 1996. The improvement is due, in approximately
equal measure, to favorable mortality and lower credited rates on policyholder
accounts.
Expenses (including the net deferral and amortization of policy acquisition
costs) increased 6.8% and 32.5% in 1998 and 1997 due to acquisitions.
Expenses on individual traditional products were 31.27%, 32.76% and 32.66% of
premiums in 1998, 1997 and 1996. For UL-type products, expenses as a
percentage of policyholder funds and separate accounts, were 2.94%, 3.14% and
3.20% in 1998, 1997 and 1996. The improvement in 1998's maintenance expenses
is a result of integration savings from the JP Financial acquisition. The
increase in 1997 is due to the addition of equity-based variable products.
For group policies, expenses declined 21.3% in 1998 and increased 1.1% in
1997. The 1998 decline was due to management actions to maintain
profitability, and due to lower commissions, as revenues declined. As a
percentage of premiums and equivalents, expenses increased to 15.4% in 1998
versus 13.6% and 12.6% in 1997 and 1996, due to severance benefits and lease
cancellation costs associated with the non-renewal of health policies.
Average Life Insurance assets grew 24.8% in 1998, primarily due to ownership
of JP Financial for all of 1998, sales of UL-type products, and growth in
existing policyholder funds, from interest credited and equity returns. 1997
average assets grew 41.3% from internal growth and acquisitions. The return
on average Life Insurance assets was 2.02%, 1.99% and 2.18% in 1998, 1997 and
1996. The improvement in 1998 relates to the profitable growth of UL-type
assets and the return to profitability of group health policies. The decline
in 1997 is due to diminished group health results and the addition of JP
Financial equity-based variable products.
Annuity and Investment Products
Annuity and Investment Products (also referred to as AIP) offers its products
through financial institutions, independent agents, career agents, investment
professionals and broker-dealers. Operating results were:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Premiums and other considerations $ 17.6 $ 35.1 $ 66.7 $ 49.5 $ 14.8
Net investment income 425.0 429.3 371.1 168.2 86.9
Other income 63.0 35.1 4.2 - -
-------- -------- -------- -------- --------
Total revenues 505.6 499.5 442.0 217.7 101.7
-------- -------- -------- -------- --------
Policy benefits 299.0 326.3 317.0 158.2 63.9
Expenses 96.9 75.2 40.9 15.5 8.4
-------- -------- -------- -------- --------
Total benefits and expenses 395.9 401.5 357.9 173.7 72.3
-------- -------- -------- -------- --------
Operating income before income
taxes 109.7 98.0 84.1 44.0 29.4
Provision for income taxes 38.6 34.5 29.0 14.4 10.3
-------- -------- -------- -------- --------
Operating income $ 71.1 $ 63.5 $ 55.1 $ 29.6 $ 19.1
======== ======== ======== ======== ========
</TABLE>
13
<PAGE>
Operating income increased 12.0% in 1998 and 15.2% in 1997. The following
table summarizes key information for AIP:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Fixed annuity receipts $ 376 $ 596 $ 557
Variable annuity receipts 142 103 73
Average policyholder fund balances 5,730 5,755 5,434
Average separate account policyholder
fund balances 409 243 166
Investment product sales 1,816 1,110 70
Average assets 6,516 6,253 5,526
</TABLE>
Revenues increased 1.2% in 1998 and 13.0% in 1997. Annuity revenues are
derived from policy charges, investment income on segment assets and from
concession income earned on investment product sales by Jefferson Pilot
Securities Corporation (JPSC), a registered broker-dealer, and related
entities. The increases in revenues are primarily related to increases in
average policyholder fund balances including separate accounts which grew
2.4% in 1998 and 7.1% in 1997. The increases in policyholder fund balances
results from interest credited and new receipts less benefits paid and
withdrawals. The decline in fixed annuity receipts during 1998's low
interest rate environment occurred as fixed rate products were perceived less
favorably than other fixed interest investments, and as potential customers
chose variable annuities on the strength of United States equity markets.
Fixed annuity benefits and surrenders as a percentage of beginning fund
balances were 15.8%, 15.0% and 13.4% in 1998, 1997 and 1996. Annuity
surrenders may increase in relation to the portion of the business that can be
withdrawn by policyholders without incurring a surrender charge. Other income
includes concession income earned by JPSC and increased substantially in 1998
and 1997, subsequent to JPSC's acquisition as a part of the JP Financial
acquisition.
Policy benefits as a percentage of average policyholder fund balances were
5.2%, 5.7% and 5.8% in 1998, 1997 and 1996. These declines as well as the
declines in premiums are primarily attributable to a reclassification for 1998
of certain single premium annuity products as interest-sensitive rather than
as traditional products. This reclassification had no effect on operating
income. During 1997 and 1996, $16 and $54 of premiums associated with such
products were reported as revenues, with similar amounts included in policy
benefits. Interest credited represented 5.1%, 5.1% and 4.7% of average
policyholder fund balances in 1998, 1997 and 1996. Effective spreads, which
represent the yield on the investment portfolio less interest credited to
policyholders, adjusted for net deferral of bonus interest and assuming the
same level of assets, remained relatively constant at 2.11%, 2.13% and 2.09%
for 1998, 1997 and 1996. This occurred in spite of a decline in portfolio
yields to 7.38% in 1998 versus 7.44% in 1997 and 7.43% in 1996, due to
effective asset/liability management.
Insurance expenses as a percentage of average policyholder fund balances
including separate accounts were 0.64%, 0.68% and 0.67% for 1998, 1997 and
1996. In 1997, expenses were negatively impacted by a one-time expense for
the relocation of annuity administrative functions to the Greensboro home
office. The growth in AIP expenses in 1998 and 1997 was primarily due to
broker/dealer operations, similar to the increases in other income. Broker/
dealer expenses, which include commission expense, as a percentage of
concession income were 91.1%, 95.1% and 83.3% for 1998, 1997 and 1996. The
percentage for 1996 is not comparable because it precedes the JP Financial
acquisition.
Average AIP assets increased 4.2% in 1998. In 1997, average assets increased
13.2%, due largely to the JP Financial acquisition. AIP posted returns on
average assets of 1.09% in 1998, 1.02% in 1997 and 1.00% in 1996. The 1998
increase is primarily due to earnings of JPSC which were $3 and $1 in 1998 and
1997, as well as effective expense management.
14
<PAGE>
Communications
JPCC operates television and radio broadcast properties and produces
syndicated sports and entertainment programming. Operating results were:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Communications sales $ 199.8 $ 195.6 $188.9 $ 160.7 $ 144.4
Operating costs and expenses 124.1 130.6 130.9 112.9 100.1
-------- -------- -------- -------- --------
Broadcast cash flow 75.7 65.0 58.0 47.8 44.3
-------- -------- -------- -------- --------
Depreciation and amortization 11.5 11.0 9.3 8.8 10.2
Corporate general and
administrative expenses 5.1 4.1 3.8 3.0 5.3
Net interest expense (income)
and other income 5.1 5.1 (0.5) (3.0) (7.4)
-------- -------- -------- -------- --------
Operating income before
income taxes 54.0 44.8 45.4 39.0 36.2
Provision for income taxes 21.7 17.3 17.2 15.4 14.2
-------- -------- -------- -------- --------
Operating income $ 32.3 $ 27.5 $ 28.2 $ 23.6 $ 22.0
======== ======== ======== ======== ========
</TABLE>
Operating income from the Communications segment increased $4.8 or 17.5% in
1998 compared to a decline of 2.5% in 1997. Results for 1997 and 1996 were
positively impacted by tax refunds and related interest income of $0.3 and
$2.6. Excluding the impact of these refunds, operating income for 1998
increased 18.8% over 1997. Net interest expense in 1998 and 1997 reflects
increased interest expense on debt to finance acquisitions made since
June 30, 1996, versus interest income from the tax refund in 1996.
The Company's broadcasting properties continued to benefit from the generally
favorable advertising environment and the strong local economies in which they
operate. Combined revenues for Radio and Television grew 8.9% and 14.0% in
1998 and 1997, respectively. Radio experienced strong revenue growth in 1998,
resulting from programming changes made in 1997 and increased demand for local
advertising. Two of the television stations are CBS affiliates and benefited
from robust winter Olympic related advertising during first quarter 1998.
However, Television revenues declined for much of 1998 as national agency
sales continued to be sluggish, consistent with a nationwide trend.
Revenue from Sports operations decreased 25.6% during 1998. The decline is
primarily a result of first quarter factors, including a non-recurring
sporting event held in the first quarter of 1997 and a decrease in collegiate-
related basketball sales in 1998. Revenues declined 24.7% during 1997 as a
result of non-recurring Olympic revenues realized in 1996 and declines in
advertising revenues.
Broadcast cashflow grew by 16.5% and 12.1% in 1998 and 1997, respectively, as
the strong growth of the broadcast properties, particularly Radio in 1998 and
TV in 1997, was partially offset by the results of Sports.
Total expenses (comprised of operating costs and expenses, depreciation and
amortization, and corporate general and administrative expenses) decreased
3.4% in 1998 and increased 1.2% in 1997. Expenses as a percent of
communication revenues for 1997 and 1996 of 74.5% and 76.2% decreased to 70.4%
for 1998. The 1998 and 1997 decreases were attributable to a change in the
mix of business away from lower margin sports products toward higher margin
broadcast business, and improved expense control.
15
<PAGE>
Corporate and Other
Activities of the parent company and passive investment affiliates, surplus of
the life insurance subsidiaries not allocated to other reportable segments
including earnings thereon, financing expenses on Corporate debt and debt
securities including Capital Securities and mandatorily redeemable preferred
stock, and federal and state income taxes not otherwise allocated to business
segments are reported in this segment. The following table summarizes the
operating results.
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings on investments $ 95.1 $ 87.1 $ 84.0 $ 87.2 $ 78.7
Interest expense on debt and
Exchangeable Securities (33.1) (26.9) (24.2) (7.9) (1.9)
Operating Expenses (23.3) (18.6) (19.2) (17.8) (6.4)
Federal and state income
tax expense (1.3) (3.5) (10.3) (19.7) (18.1)
-------- -------- -------- -------- --------
37.4 38.1 30.3 41.8 52.3
Dividends on Capital Securities
and mandatorily redeemable
preferred stock (25.7) (25.7) (3.4) (0.9) -
-------- -------- -------- -------- --------
Operating income $ 11.7 $ 12.4 $ 26.9 $ 40.9 $ 52.3
======== ======== ======== ======== ========
</TABLE>
The following table summarizes assets assigned to this segment.
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Parent company, passive investment
companies and Corporate line assets
of insurance subsidiaries $1,978 $1,582 $1,708
Co-insurance receivables on acquired blocks 1,904 2,061 2,071
Net SFAS 115 adjustments 352 262 26
Employee benefit plan assets 448 369 295
Goodwill arising from insurance acquisitions 192 187 42
Other 168 243 205
------ ------ ------
Total $5,042 $4,704 $4,347
====== ====== ======
</TABLE>
Total assets for the Corporate and Other segment grew 7.2% in 1998 and 8.2% in
1997 primarily due to retention of earnings less capital reinvested in the
Life Insurance Products and Annuities and Investment Products segments.
Operating income declined 5.6% in 1998, compared to a decline of 53.9% in 1997
which resulted from the redeployment of capital into the Company's core
businesses and the acquisition of JP Financial. The results of this segment
may vary from year to year due to expenses associated with strategic
activities, income recorded on equity-method investments, transfers of assets
to and from business segments as well as refinements in asset assignments and
investment income allocation methodologies to other reportable segments.
Earnings on investments increased 9.2% in 1998 compared to 3.7% in 1997
primarily due to growth in investment income on surplus not assigned to the
other reportable segments and increased income from equity method investments.
Acquisition financing accounts for the increase in interest expense and
dividends on Capital Securities and mandatorily redeemable preferred stock for
both 1998 and 1997. Operating expenses in 1998 increased by non-recurring
expenses of $2.5 related to the recording of surplus furniture and equipment
at its net realizable value and $3.0 associated with promoting the new brand
name, Jefferson Pilot Financial. Federal and state income tax expense
includes the tax benefits of preferred dividends on Capital Securities; such
dividends are recorded gross of related tax effects.
Financial Position, Capital Resources And Liquidity
JP's primary resources are investments related to its Life Insurance Products
and AIP segments, properties and other assets utilized in all segments and
investments backing corporate capital. The Investments section reviews the
Company's investment portfolio and key strategies.
16
<PAGE>
Total assets increased $1,207 or 5.2% in 1998. This growth resulted from cash
provided by operating activities, increases in Separate Account assets and
increases in the market values of available for sale investments, an increase
in policyholder contract deposits (despite being adversely impacted by a $146
decline related to business that is 100% coinsured to a third party), offset
in part by redemption of $50 of preferred stock and payment of dividends.
Total assets increased $5,569 or 31.7% in 1997 due mainly to the JP Financial
acquisition. Excluding incremental total assets of JP Financial as of the
acquisition date, the 1997 increase was $1,689 or 9.6%.
The Life Insurance Products and Annuities and Investment Products segments
defer the costs of acquiring new business, including commissions, first year
bonus interest, certain costs of underwriting and issuing policies plus agency
office expenses (referred to as DAC). Such amounts deferred were $844 and
$742 at December 31, 1998 and 1997, an increase of 13.7%.
Value of business acquired (VOBA) represents the actuarially-determined
present value of future gross profits of each business acquired. VOBA of $482
was recorded during 1997 related to the JP Financial acquisition. Note 6
contains rollforwards of DAC and VOBA for 1998, 1997 and 1996, and is
incorporated herein by reference.
Goodwill (representing the cost of acquired businesses in excess of the fair
value of net assets) was $229 and $225 at December 31, 1998 and 1997, with the
net increase due to final allocation of purchase price related to the JP
Financial acquisition. Goodwill as a percentage of shareholders' equity was
7.5% and 8.2% at year end 1998 and 1997.
Carrying amounts of goodwill, VOBA and DAC are regularly reviewed for
indications of value impairment, with consideration given to the financial
performance of acquired properties, future gross profits of insurance in force
and other factors.
At December 31, 1998 and 1997, JP had recorded reinsurance receivables of
$1,072 and $1,250 and policy loans of $831 and $834 which are related to the
businesses of AH Life that were coinsured with Household International (HI)
affiliates. HI has provided payment, performance and capital maintenance
guarantees with respect to the balances receivable. JP also had a recoverable
of $95 and $97 as of December 31, 1998 and 1997 from a single reinsurer
related to a block of business of JP Financial that is 50% reinsured. JP and
the reinsurer are joint and equal owners of $191 and $195 of securities and
short-term investments as of December 31, 1998 and 1997 which support the
block. JP regularly evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk related to reinsurance activities. No
significant credit losses have resulted from reinsurance activities during the
three years ended December 31, 1998.
Capital Resources
Stockholders' Equity
JP's capital adequacy is illustrated by the following table:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Total assets $24,338 $23,131 $17,562 $16,478 $ 6,140
Total stockholders' equity 3,052 2,732 2,297 2,156 1,733
Ratio of stockholders' equity
to assets 12.5% 11.8% 13.1% 13.1% 28.2%
</TABLE>
The Company's ratio of capital to assets has declined over time as a result of
acquisitions, except in 1998 when no new acquisitions occurred.
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 JP Financial acquisition, which would be
expected to produce higher returns over time.
17
<PAGE>
The Life Insurance and AIP segments are subject to regulatory constraints.
The Company's insurance subsidiaries have statutory surplus and risk based
capital levels well above required levels. These capital levels together with
the rating agencies' assessments of the Company's business strategies have
enabled JP Life, AH Life and JP Financial to attain the following claims
paying ratings:
<TABLE>
<CAPTION>
JP Life AH Life JP Financial
------- ------- ------------
<S> <C> <C> <C>
A.M. Best A++ A++ A+
Standard & Poor's AAA AAA AAA
Duff and Phelps AAA AAA AAA
</TABLE>
Debt and Exchangeable Securities
Short-term borrowings outstanding of $289 and $285 as of December 31, 1998 and
1997 consisted of commercial paper. The weighted average interest rates were
5.61% and 6.02% as of December 31, 1998 and 1997. The maximum commercial
paper outstanding during 1998 and 1997 was $302 and $317.
JP has sold U. S. Treasury obligations and collateralized mortgages 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. The maximum amounts
outstanding were $290 and $242 during 1998 and 1997. The securities involved
had a fair value and amortized cost of $303 and $232, and $287 and $241, as of
year end 1998 and 1997.
In April 1997, the Company privately placed $75 of 6.95% Mandatorily
Exchangeable Debt Securities (MEDS) and in June 1997, the Company privately
placed $75 of 6.65% MEDS. The discussion of these issuances and the
previously issued Automatic Common Exchange Securities (ACES) in Note 8 is
incorporated herein by reference.
Capital Securities and Mandatorily Redeemable Preferred Stock
In January and March 1997, the Company privately placed $200 of 8.14% Capital
Securities Series A and $100 of 8.285% Capital Securities Series B. The
discussion of these issuances in Note 9 is incorporated herein by reference.
Of the $53 of mandatorily redeemable preferred stock outstanding at
December 31, 1997, $50 was redeemed upon the request of the holder in April
1998 at par plus accrued dividends. The remaining $3 was repurchased and
canceled as of January 1, 1999.
While the Company has made no commitments for additional financing, additional
securities may be issued to finance acquisitions or for other corporate
purposes.
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.
Primary sources of cash from insurance operations are premiums and other
considerations, receipts for policyholder accounts, investment sales and
maturities and investment income. Primary uses of cash include purchase of
investments, payment of benefits, operating expenses, withdrawals from
policyholder accounts, costs related to acquiring new business and income
taxes. Primary sources of cash from communications operations 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.
Cash provided by operations for 1998, 1997 and 1996 was $435, $516 and $998.
In 1996, cash flow from operations was impacted by the receipt of
$462 in conjunction with the retrocession assumption of periodic payment
annuities from HI. Cash flows from operations may decline as the Company's
policy receipts continue to shift from traditional products (which are
reflected in operating cash flows) to interest sensitive products (which are
reflected in financing cash flows).
18
<PAGE>
Net cash used in investing activities was $716, $1,173 and $1,124 for 1998,
1997 and 1996. The Company used cash of $758 in 1997 to acquire JP Financial.
The 1996 amount included the investing of the $462 received from HI mentioned
in the preceding paragraph. Sales of securities available for sale were $465,
$1,614 and $500 in 1998, 1997 and 1996. Sales of securities in 1997 were used
to partially fund the JP Financial acquisition. Total maturities, calls, and
redemptions were $1,379, $839 and $1,276 in 1998, 1997 and 1996.
Net cash provided by financing activities was $293, $561 and $109 for 1998,
1997 and 1996. Proceeds from the issuance of securities of $450 related to
funding of the JP Financial acquisition drove the 1997 totals, while 1998
reflects the redemption of $50 of preferred stock and repurchases of Company
common stock of $27. Net borrowings/(repayments) from short-term debt and
securities sold under repurchase agreements were $201, $(138) and $40 for
1998, 1997 and 1996. Cash inflows from changes in policyholder contract
deposits were $318, $374 and $193 for 1998, 1997 and 1996. Cash was used to
pay dividends of $149, $129 and $103 during 1998, 1997 and 1996.
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 1998, 1997 and 1996 were $235, $391 and
$156. JP Life and AH Life were the primary source of dividends in 1998. 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. Approximately 20%
of the amount of dividends planned from life subsidiaries for 1999 will
require regulatory approval. The Company has no reason to believe that such
approval will be withheld.
Cash and short-term investments were $21, $9 and $105 at December 31, 1998,
1997 and 1996. Additionally, fixed income and equity securities held by the
parent company and non-regulated subsidiaries were $538, $564 and $483 at
December 31, 1998, 1997 and 1996. These securities, less the $325 (at
December 31, 1998) of BankAmerica Corporation common stock which supports the
Exchangeable Securities, 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 December 31, 1998 and 1997 were $11,907 and
$11,048.
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>
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C> <C> <C>
Publicly-issued bonds $11,356 60% $11,090 61%
Privately-placed bonds 3,131 16 2,832 16
Commercial mortgage loans 1,969 10 1,716 9
Common stock 931 5 891 5
Policy loans 1,439 8 1,422 8
Preferred stock 34 - 25 -
Real estate 86 1 75 1
Cash and other invested assets 53 - 52 -
------- --- ------- ---
Total $18,999 100% $18,103 100%
======= === ======= ===
</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.
19
<PAGE>
JP's Investment Policy Statement (Policy) requires an average quality fixed
income portfolio (excluding mortgage loans) of "A" or higher. Currently, the
average quality is "A1", excluding mortgage loans. The Policy also imposes
limits on the amount of lower quality investments and requires diversification
by issuer and asset type. The Company monitors "higher risk" investments for
compliance with the Policy and for proper valuation. Securities that
experience other than temporary declines in value are adjusted to net
realizable values through a charge to earnings. Commercial mortgage loans in
foreclosure are carried at the net present value of expected future cash
flows. The Company has established a reserve to account for impaired mortgage
loans which was $31 and $27 as of December 31, 1998 and 1997.
Carrying amounts of investments categorized as "higher risk" assets were:
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C> <C> <C>
Bonds near or in default $ 2 - % $ 2 - %
Bonds below investment grade 659 3.5 757 4.2
Mortgage loans 60 days
delinquent or in foreclosure 3 - 7 -
Mortgage loans restructured 10 0.1 13 0.1
Foreclosed properties 3 - 4 -
------- ----- ------- -----
Sub-total, "higher risk assets" 677 3.6 783 4.3
All other investments 18,322 96.4 17,320 95.7
------- ----- ------- -----
Total cash and investments $18,999 100.0% $18,103 100.0%
======= ===== ======= =====
</TABLE>
The Policy permits the use of derivative financial instruments such as futures
contracts and interest rate swaps in conjunction with specific direct
investments. 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 $186, $200 and $254 were open as of
December 31, 1998, 1997 and 1996. Termination of these arrangements under
year end 1998 interest rates would result in a gain of $13. The periodic cash
settlements under these arrangements are reflected as an adjustment to
investment income.
Collateralized Mortgage Obligations (CMO's), which are included in debt
securities available for sale, as of December 31 were:
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Federal agency issued CMO's $2,723 $2,398
Corporate private-labeled CMO's 1,705 1,485
------ ------
Total $4,428 $3,883
====== ======
</TABLE>
The Company's investment strategy with respect to CMO's focuses on actively-
traded, less volatile issues that produce relatively stable cash flows. The
majority of CMO holdings are sequential tranches of federal agency issuers.
The CMO portfolio has been constructed with underlying mortgage collateral
characteristics and structure in order to lower cash flow volatility over a
range of interest rate levels.
Year 2000 Issue
Like most if not all companies, JP faces certain risks associated with the
coming of the year 2000. The year 2000 issue relates to the way computer
systems and programs define calendar dates. By using only two digit dates,
they could fail or make miscalculations due to the inability to distinguish
between dates in the 1900's and in the 2000's. Also, many systems and
equipment that are not typically thought of as "computer-related" (referred to
as "non-IT") contain embedded hardware or software that must handle dates and
may not properly perform with dates after 1999.
The Company began work on the Year 2000 compliance issue in 1995. The scope
of the project includes: ensuring the compliance of all applications,
operating systems and hardware on mainframe, PC and LAN platforms; addressing
issues related to non-IT embedded software and equipment; and addressing the
compliance of key vendors and service providers to the Company (business
partners).
20
<PAGE>
The project has four phases: assessment of systems and equipment affected by
the Year 2000 issue; definition of strategies to address affected systems and
equipment; remediation of affected systems and equipment; and certification
that each is Year 2000 compliant. To certify that all IT systems (internally
developed or purchased) are Year 2000 compliant, each system is tested using
a standard testing methodology which includes regression testing, millennium
testing, millennium leap year testing and cross over year testing.
Certification testing is performed on each system as soon as remediation is
completed.
The target for completion of all phases and categories is September 30, 1999.
The Company has completed the assessment and strategy phases for mainframe
applications, operating systems and hardware and is executing the remediation
and certification phases. The Company's new business and policyholder
administration systems and the general ledger are on the mainframe. The
Company has determined that approximately 62% of all mainframe systems are
compliant. The Company does not deem a system to be compliant until the
completion of remediation and certification to confirm that its performance
will not be affected by dates extending after 1999. With respect to
significant policyholder systems, all required remediation has been completed
on all systems. The majority of these systems, including all systems which
support products the Company is currently marketing, have been certified as
Year 2000 compliant. Completion of certification of remaining systems for
some closed blocks of business is expected by April 1999. Other non-
policyholder mainframe systems have either been certified or are on schedule.
For PC and LAN systems, the Company has completed the strategy phases and is
executing the assessment, remediation and certification phases concurrently
and intends to complete these phases during the third quarter of 1999.
For the majority of the Company's non-IT related systems and equipment, the
Company has been advised by vendors that the systems and equipment are
currently Year 2000 compliant. Written documentation regarding compliance is
being obtained. Where feasible, certification testing will be conducted for
systems and equipment that are material to operations. Some systems and
equipment, such as electrical power supply, are not feasible for the Company
to certify. Completion for non-IT systems and equipment is scheduled for
September 1999.
The most significant category of key business partners is financial
institutions. Their critical functions include safeguarding and managing
investment portfolios, processing of the Company's operating bank accounts,
and sales/distribution. All of the Company's business partner financial
institutions that have responded to the Company's inquiries have indicated
they are on schedule for Year 2000 compliance. The Company continues to
follow up with business partner financial institutions that have not yet
responded. Other partner categories include insurance agents and marketing
organizations, and suppliers of communication services, utilities, materials
and supplies. The Company has conducted surveys of all its software and
hardware vendors, and certification is underway. In addition to financial
institutions, other critical business partners have been identified and
surveys initiated. Results of these surveys are being analyzed in the first
quarter of 1999 and appropriate testing or other due diligence will be
conducted in the second and third quarters of 1999.
The Company has not had an independent review of its Year 2000 risks or
estimates. However, experts have been engaged to assist in developing
estimates and to complete remediation work on specific portions of the
project.
Since inception of the project, the Company has incurred external costs of $7
and internal costs of $7. The current estimate, based on actual experience to
date, of total project expense is $24, with remaining external costs of $5 and
internal costs of $5. Costs are included in various budgets and expensed as
incurred. Expected total costs are less than earlier estimates due in part to
refinements in estimates as more projects near completion. In addition,
remediation/certification costs on projects completed to date have been lower
than originally estimated. Total 1998 costs were $8. There has not been a
material adverse impact on the Company's operations as a result of IT projects
being deferred due to resource constraints caused by the Year 2000 project.
The Company has investments in publicly and privately placed securities and
loans. The Company may be exposed to credit risk to the extent that related
borrowers are materially adversely impacted by the Year 2000 issue. Portfolio
diversification reduces the overall risk. The Company is in compliance with
the NAIC Securities Valuation Office's Due Diligence Guidelines for analyzing
these risks.
21
<PAGE>
Although the Company expects to certify that its critical policyholder systems
are compliant by the end of April 1999, there is no guarantee that these
results will be achieved. Specific factors that give rise to this uncertainty
include a possible loss of technical resources to perform the work (not yet
encountered), failure to identify all susceptible systems, non-compliance by
third parties whose systems and operations impact the Company, and other
similar uncertainties.
Specifically, from Year 2000 problems, the Company could experience an
interruption in its ability to collect and process premiums, process claim
payments, safeguard and manage its invested assets and operating cash
accounts, accurately maintain policyholder information, accurately maintain
accounting records, issue new policies and/or perform adequate customer
service. JPCC could experience an inability to broadcast commercial spots and
invoice them, or to receive TV network programming. While the Company
believes the occurrence of such a situation is unlikely, a possible worst case
scenario might include one or more of the Company's significant policyholder
systems or broadcasting inventory management systems being non-compliant. Such
an event could result in a material disruption to the Company's or JPCC's
operations. Should the worst case scenario occur (except in JPCC), it could,
depending on its duration, have a material impact on the Company's results of
operations and liquidity and ultimately on its financial position.
Although the Company is on schedule to complete certification of all internal
systems and non-IT equipment well in advance of January 1, 2000, the Company
recognizes the need to plan for unanticipated problems resulting from failure
of internal systems or equipment or from failures by the Company's business
partners, providers, suppliers or other critical third parties. The Company
has begun work on contingency plans for all mission critical functions.
Market Risk Exposures
Since JP's assets and liabilities are largely monetary in nature, the
Company's financial position and earnings are subject to risks resulting from
changes in interest rates at varying maturities, changes in spreads over U.S.
Treasuries on new investment opportunities, changes in the yield curve and
equity pricing risks. Continued favorable economic conditions in the U.S.
contributed to a decline in 10 year U.S. Treasury rates of 110 basis points
in 1998 versus a 68 basis point decline in 1997. These forces contributed to
an increase in unrealized gains on securities available for sale of $53 and
$174 in 1998 and 1997. Further, in 1997, various forces in the fixed income
markets resulted in a compression of risk premiums over Treasury securities
that can be earned on new investments. In 1998, risk premiums widened
significantly in the third and fourth quarters.
In a falling interest rate environment, the risk of prepayment on some fixed
income securities increases, causing funds to be reinvested at lower yields.
The Company limits this risk by concentrating the fixed income portfolio on
non-callable securities, through careful selection of CMO's that are
structured to minimize cash flow volatility and by purchasing securities that
provide for "make-whole" type prepayment fees. Falling interest rates can
also impact demand for the Company's products, as bank certificates of deposit
with no surrender charges and higher average returns from equity markets may
become more attractive to new and existing customers. Conversely, in a rising
interest rate environment, competitive pressures may make it difficult for the
Company to sustain spreads between rates credited on interest-sensitive
products and portfolio earnings rates, thereby prompting withdrawals by
policyholders. The Company manages this risk by adjusting interest crediting
rates, at least on an annual basis, with due regard to the yield of its
investment portfolio and pricing assumptions and by prudently managing
interest rate risk of assets and liabilities.
As is typical in the industry, the Company's life and annuity products contain
minimum rate guarantees regarding interest credited. For interest sensitive
life products the minimum rates range from approximately 3.0% to 5.5%, with
an approximate weighted average of 4.5%. For annuity products, the minimum
rates range from 3.0% to 5.5%, with the greatest concentration in the 3.5% to
4.0% range.
The Company employs various methodologies to manage its exposure to interest
rate risks. The asset/liability management process focuses primarily on the
management of interest rate risk of the Company's insurance operations. JP
monitors the duration of insurance liabilities compared to the duration of
22
<PAGE>
assets backing the insurance lines, giving measurement to the optionality of
cash flows. The Company's goal in such analysis is to prudently balance
profitability and risk for each insurance product category, and for the
Company as a whole. At December 31, 1998 and 1997, 88% and 87% of policy
liabilities related to interest-sensitive portfolios.
The Company also considers the timing of cash flows arising from market risk
sensitive instruments (other than trading) and insurance portfolios under
varying interest rate scenarios as well as the related impact on reported
earnings under those varying scenarios. Market risk sensitive instruments
(other than trading) include debt and equity securities available for sale
and held to maturity, mortgage loans, policy loans, investment commitments,
annuities in the accumulation phase and periodic payment annuities, commercial
paper borrowings, repurchase agreements, interest rate swaps, and debt and
Exchangeable Securities. The following table shows the estimated impact that
various hypothetical interest rate scenarios would be expected to have on the
Company's earnings for a calendar year, based on the assumptions contained in
the Company's model. The change in these estimates as of year end 1998 versus
year end 1997 was due primarily to differences in the yield curve and in the
sensitivities they introduced to the Company's model.
<TABLE>
<CAPTION>
Incremental Income
(Loss)
------------------
Change in Interest Rate 1998 1997
----------------------- ---- ----
<S> <C> <C>
+ 100 basis points $(8) $(2)
+ 50 basis points (4) (1)
- 50 basis points 4 3
- 100 basis points 6 8
</TABLE>
These estimates were derived by modeling estimated cash flows of the Company's
market risk sensitive instruments and insurance portfolios. Changes in
interest rates illustrated above assume parallel shifts in the yield curve
graded pro-rata over four quarters. Incremental income or loss is net of
taxes at 35%. Estimated cash flows produced in the model assume reinvestments
representative of JP's current investment strategy and calls/prepayments
include scheduled maturities as well as those expected to occur when issuers
can benefit financially based on the difference between prepayment penalties
and new money rates under each scenario. Assumed lapse rates among insurance
portfolios give consideration to relationships expected between crediting
rates and market interest rates, as well as the level of surrender charges
inherent in individual contracts. The illustrated incremental income or loss
also includes the expected impact on amortization of DAC and VOBA. The model
is based on the Company's existing business in force as of December 31, 1998
and does not consider new sales of life and annuity products or the potential
impact (as discussed above) of interest rate fluctuations on sales.
The Company is exposed to equity price risk on its equity securities (other
than trading). JP holds common stock with a fair value of $949.
Approximately $500 of such value is represented by investments in a single
issuer, BankAmerica. The Company's Exchangeable Securities are exchangeable
into shares of BankAmerica common stock. Had the Exchangeable Securities been
redeemable as of year end, the redemption value would have been $325 (see
Notes 8 and 18). If the market value of the S&P 500 Index, and of BankAmerica
common stock specifically, decreased 10% from their December 31, 1998 values,
the fair value of the Company's common stock and Exchangeable Securities would
change as follows:
<TABLE>
<CAPTION>
Favorable (Unfavorable)
Change in Fair Value
--------------------
1998 1997
---- ----
<S> <C> <C>
BankAmerica common stock $(50) $(50)
Exchangeable Securities 27 26
---- ----
(23) (24)
Remaining equity securities (45) (39)
---- ----
Total change in fair values $(68) $(63)
==== ====
</TABLE>
Certain fixed interest rate market risk sensitive instruments may not give
rise to incremental income or loss during the period illustrated but may be
subject to changes in fair values. Note 18 presents additional disclosures
concerning fair values of financial assets and financial liabilities, and is
incorporated by reference herein.
23
<PAGE>
External Trends And Forward Looking Information
JP operates largely in the U. S. Financial Services market, which is subject
to general economic conditions in the U.S. During 1998 and 1997, the U.S.
economy exhibited continued favorable trends including low inflation with
minimal risk of price increases, moderate business growth and increases in
productivity through technological innovation. However, this environment has
resulted in a scarcity of quality investments at favorable yields, in part due
to abundant liquidity among corporate borrowers. Also, a robust domestic
economy creates pressure on wages for skilled workers. There are certain
secular forces driving economic results including aging of baby-boomers, an
increase in the supply of investable funds, increased global competition and
increasing use of technology. These forces impact JP in various ways such as
demand for its products (especially savings-oriented products), competition
for new investments, mergers and consolidations within the financial services
sector and costs inherent in administering complex financial products.
JP has grown at a rate faster than the overall industry because of
acquisitions, and its strong financial position, superior claims paying
ratings, and efforts to increase distribution sources.
Medical Trends
Medical inflation and utilization of medical services affect the profitability
of health products offered through the individual and group distribution
systems. In the event that premium rates are not adequately adjusted in
anticipation of medical trends, profitability of health insurance products is
adversely affected. JP has elected to non-renew its group medical coverages
beginning April 1999, but will continue to offer individual and group
disability insurance.
Environmental Liabilities
JP is exposed to environmental regulation and litigation as a result of
ownership of investment real estate and Communications subsidiaries. Actual
loss experience has been minimal and exposure to environmental losses is
considered by the Company to be insignificant.
Regulatory and Legal Environment
The U.S. insurance industry has experienced an increasing number of mergers,
acquisitions, consolidations and sales of business lines. These activities
have been driven by a need to reduce costs of distribution and by the need to
increase economies of scale in the face of growing competition from larger
foreign, domestic and mutual insurers, and from non-traditional players such
as banks, securities brokers and mutual funds. Consolidation is expected to
continue and may be heightened by federal legislation. HR 10 or some variant
will likely be passed in Congress, perhaps in 1999, and would allow banks,
insurance companies and investment banks to affiliate.
The Clinton Administration has recently recommended $34 billion in new
corporate taxes as part of its proposal for next year's budget, and has
targeted a substantial share of the new tax burden at the life insurance
industry. Several of the Administration's proposals which could impact JP
include:
1. An increase in the DAC tax on annuities and life insurance (e.g. life
insurance companies are required to defer certain expenses, by formula,
attributable to premium revenues from the sale of these products).
2. A proposal to require recapture of policyholder surplus accounts as taxable
income over ten years.
3. A proposal to place an additional tax on companies that borrow for any
purpose if those companies also own life insurance, including key employee
insurance.
If adopted, item 1 would result in an increase in current tax liabilities but
would not impact earnings except for lost investment income on accelerated tax
payments. Item 2 would result in approximately $37 million of additional tax
expense over ten years. Item 3 would limit the attractiveness of life
insurance policies for corporate policyholders. JP believes that life
insurers already pay higher effective tax rates than the average for corporate
America as a whole. It is not possible to predict the outcome of the
Administration's proposals at this time.
24
<PAGE>
Prescribed or permitted Statutory Accounting Principles (SAP) may vary
between states and between companies. The NAIC has completed the process of
codifying SAP (Codification) to promote standardization of methods, and is
encouraging each state to adopt Codification as soon as possible, with a
proposed implementation date of January 1, 2001. Related statutory accounting
changes are not expected to significantly impact the Company's statutory
capital requirements, although they are expected to reduce levels of statutory
capital industry wide.
Assessments by state guaranty associations are made to cover losses to
policyholders of insolvent or rehabilitated insurance companies. Assessments
may be partially recovered through a reduction in future premium taxes in most
states. The Company has accrued for expected assessments net of estimated
future premium tax deductions.
In recent years, the life insurance industry has experienced increased
litigation in which large jury awards including punitive damages have
occurred. See Note 19, which is incorporated herein by reference, for
discussion of the Company's contingent liabilities.
Accounting Pronouncements
See Note 2, which is incorporated herein by reference.
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 "Year 2000 Issue", "Market Risk Exposures",
"External Trends and Forward Looking Information" and other risks detailed
from time to time in the Company's SEC filings; to the risks that JP might
fail to successfully complete strategies for cost reductions and for growth
in sales of products through all distribution channels; to business
interruption risks if the Company does not timely complete its Year 2000
compliance project; 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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Information under the heading "Market Risk Exposures" in MD&A is incorporated
herein by reference.
25
<PAGE>
Item 8. Financial Statements and Supplementary Data
<TABLE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S PRESENTATION OF QUARTERLY FINANCIAL DATA (UNAUDITED)
<CAPTION>
1998
-----------------------------------------------
March 31 June 30 September 30 December 31
--------- --------- ------------ -----------
(In Millions Except Share Information)
<S> <C> <C> <C> <C>
Revenues, excluding realized
investment gains $ 654 $ 632 $ 616 $ 615
Realized investment gains 43 18 33 (1)
----- ----- ----- -----
Revenues 697 650 649 614
Benefits and expenses 521 488 468 463
Provision for income taxes 57 54 66 49
----- ----- ----- -----
Net Income 119 108 115 102
Dividends on Capital Securities
and preferred stock 7 6 6 7
----- ----- ----- -----
Net income available to common
stockholders $ 112 $ 102 $ 109 $ 95
===== ===== ===== =====
Per share of common stock $1.05 $0.95 $1.03 $0.91
===== ===== ===== =====
Per share of common stock -
assuming dilution $1.04 $0.94 $1.02 $0.90
===== ===== ===== =====
Operating income per common share $0.79 $0.85 $0.85 $0.90
===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
1997
-----------------------------------------------
March 31 June 30 September 30 December 31
--------- --------- ------------ -----------
(In Millions Except Share Information)
<S> <C> <C> <C> <C>
Revenues, excluding realized
investment gains $ 530 $ 624 $ 652 $ 661
Realized investment gains 61 41 5 4
----- ----- ----- -----
Revenues 591 665 657 665
Benefits and expenses 421 502 530 534
Provision for income taxes 57 54 41 43
----- ----- ----- -----
Net Income 113 109 86 88
Dividends on Capital Securities
and preferred stock 4 7 7 8
----- ----- ----- -----
Net income available to common
stockholders $ 109 $ 102 $ 79 $ 80
===== ===== ===== =====
Per share of common stock $1.02 $0.96 $0.75 $0.76
===== ===== ===== =====
Per share of common stock -
assuming dilution $1.02 $0.95 $0.74 $0.75
===== ===== ===== =====
Operating income per common share $0.65 $0.71 $0.71 $0.73
===== ===== ===== =====
</TABLE>
26
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Jefferson-Pilot Corporation
Greensboro, North Carolina
We have audited the accompanying consolidated balance sheets of
Jefferson-Pilot Corporation and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of income, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Jefferson-Pilot Corporation and subsidiaries at December 31, 1998 and 1997,
and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1998 in conformity
with generally accepted accounting principles.
ERNST & YOUNG, LLP
Greensboro, North Carolina
February 8, 1999
27
<PAGE>
<TABLE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 31
---------------------
1998 1997
------- -------
(Dollar Amounts in
Millions Except
Share Information)
<S> <C> <C>
ASSETS
Investments:
Debt securities available for sale, at fair value
(amortized cost 1998 - $10,500; 1997 - $9,748) $10,958 $10,155
Debt securities held to maturity, at amortized cost
(fair value 1998 - $3,699; 1997 - $3,892) 3,545 3,790
Equity securities available for sale, at fair value
(cost 1998 - $94; 1997 - $89) 949 893
Mortgage loans on real estate 1,969 1,716
Policy loans 1,439 1,422
Real estate 86 75
Other investments 32 43
------- -------
Total investments 18,978 18,094
Cash and cash equivalents 21 9
Accrued investment income 241 217
Due from reinsurers 1,342 1,526
Deferred policy acquisition costs and value of
business acquired 1,412 1,364
Cost in excess of net assets acquired 229 225
Assets held in separate accounts 1,754 1,282
Other assets 361 414
------- -------
$24,338 $23,131
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Policy liabilities:
Future policy benefits $ 2,062 $ 2,138
Policyholder contract deposits 14,996 14,703
Dividend accumulations and other policyholder
funds on deposit 184 181
Policy and contract claims 179 228
Other 246 247
------- -------
Total policy liabilities 17,667 17,497
Debt:
Commercial paper and revolving credit borrowings 289 285
Exchangeable Securities and other debt 327 331
Securities sold under repurchase agreements 292 95
Currently payable income taxes 43 13
Deferred income tax liabilities 301 222
Liabilities related to separate accounts 1,754 1,282
Accounts payable, accruals and other liabilities 310 321
------- -------
Total liabilities 20,983 20,046
------- -------
Commitments and contingent liabilities
Guaranteed preferred beneficial interest in
subordinated debentures ("Capital Securities") 300 300
Mandatorily redeemable preferred stock 3 53
Stockholders' equity:
Common stock and paid in capital, par value
$1.25 per share: Authorized
350,000,000 shares; issued and outstanding
1998 - 105,896,185 shares; 1997 - 106,278,409 shares 133 93
Retained earnings 2,191 1,964
Accumulated other comprehensive income -
net unrealized gains on securities 728 675
------- -----
3,052 2,732
------- -----
$24,338 $23,131
======= =======
See Notes to Consolidated Financial Statements
</TABLE>
28
<PAGE>
<TABLE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Year Ended December 31
--------------------------
1998 1997 1996
------ ------ ------
(Dollar Amounts in Millions
Except Share Information)
<S> <C> <C> <C>
Revenues
Premiums and other considerations $1,049 $1,135 $ 994
Net investment income 1,202 1,103 893
Realized investment gains 93 111 47
Communications sales 198 194 187
Other 68 35 4
------ ------ ------
Total revenues 2,610 2,578 2,125
------ ------ ------
Benefits and Expenses
Insurance and annuity benefits 1,307 1,399 1,211
Insurance commissions 290 253 153
General and administrative expenses 233 237 174
Insurance taxes, licenses and fees 52 50 39
Net deferral of policy acquisition costs (112) (109) (52)
Net amortization of value of business acquired 46 26 26
Communications operations 124 131 131
------ ------ ------
Total benefits and expenses 1,940 1,987 1,682
------ ------ ------
Income before income taxes 670 591 443
Income taxes 226 195 149
------ ------ ------
Net Income 444 396 294
Dividends on Capital Securities and
preferred stock 26 26 3
------ ------ ------
Net income available to common stockholders $ 418 $ 370 $ 291
====== ====== ======
Net income per share available to
common stockholders $ 3.94 $ 3.49 $ 2.73
====== ====== ======
Net income per share available to
common stockholders - assuming dilution $ 3.91 $ 3.47 $ 2.72
====== ====== ======
See Notes to Consolidated Financial Statements
</TABLE>
29
<PAGE>
<TABLE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
Common Accumulated Other
Stock and Comprehensive Income- Total
Paid in Retained Net Unrealized Gains Stockholders'
Capital Earnings On Securities Equity
--------- ---------- -------------------- ------------
(Dollar Amounts in Millions Except Share Information)
<S> <C> <C> <C> <C>
Balance, January 1, 1996 $ 89 $ 1,542 $ 525 $ 2,156
Net income - 294 - 294
Other comprehensive income - - (24) (24)
-------
Comprehensive income 270
Common dividends $.96
per share - (102) - (102)
Preferred dividends - (3) - (3)
Common stock issued 1 - - 1
Common stock reacquired (2) (23) - (25)
------ ------ ------ ------
Balance, December 31, 1996 88 1,708 501 2,297
Net income - 396 - 396
Other comprehensive income - - 174 174
------
Comprehensive income 570
Common dividends
$1.07 per share - (114) - (114)
Preferred dividends - (26) - (26)
Common stock issued 5 - - 5
------ ------ ------ ------
Balance, December 31, 1997 93 1,964 675 2,732
Net income - 444 - 444
Other comprehensive income - - 53 53
------
Comprehensive income 497
Common dividends
$1.18 per share - (125) - (125)
Preferred dividends - (26) - (26)
Common stock issued 6 - - 6
Common stock reacquired (10) (22) - (32)
Three-for-two common
stock split 44 (44) - -
------ ------ ------ ------
Balance, December 31, 1998 $ 133 $2,191 $ 728 $3,052
====== ====== ====== ======
See Notes to Consolidated Financial Statements
</TABLE>
30
<PAGE>
<TABLE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Year Ended December 31
--------------------------
1998 1997 1996
------ ------ ------
(Dollar Amounts in Millions)
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net income $ 444 $ 396 $ 294
Adjustments to reconcile net income to
net cash provided by operating activities:
Change in policy liabilities other
than deposits (132) 66 336
Credits to policyholder accounts, net 121 179 188
Deferral of policy acquisition costs, net (112) (112) (52)
Change in receivables and asset accruals 20 38 222
Change in payables and expense accruals 58 (28) 50
Realized investment gains (93) (111) (47)
Depreciation and amortization 92 71 58
Other 37 17 (51)
------ ------ ------
Net cash provided by operating activities 435 516 998
------ ------ ------
Cash Flows from Investing Activities
Securities available for sale:
Sales 465 1,614 500
Maturities, calls and redemptions 884 462 1,050
Purchases (2,033) (2,199) (1,916)
Securities held to maturity:
Sales 13 10 -
Maturities, calls and redemptions 495 377 226
Purchases (267) (297) (575)
Repayments of mortgage loans 168 123 115
Mortgage loans originated (427) (507) (389)
Decrease (increase) in policy loans, net (17) 12 (60)
Acquisitions of subsidiaries, net of cash received - (758) -
Purchase of intangibles - (15) (58)
Other investing activities, net 3 5 (17)
------ ------ ------
Net cash used in investing activities (716) (1,173) (1,124)
------ ------ ------
Cash Flows from Financing Activities
Policyholder contract deposits 1,720 1,693 1,191
Withdrawals of policyholder contract deposits (1,402) (1,319) (998)
Borrowings under short-term credit facilities 5,155 2,709 222
Repayments under short-term credit facilities (5,151) (2,699) (230)
Issuance of Capital Securities - 300 -
Issuance of Exchangeable Securities and other debt - 150 -
Proceeds (payments) from securities sold under
repurchase agreements 197 (148) 48
Cash dividends paid (149) (129) (103)
Common stock transactions, net (27) 4 (24)
Redemption of mandatorily redeemable preferred
stock (50) - -
Other financing activities, net - - 3
------ ------ ------
Net cash provided by financing activities 293 561 109
------ ------ ------
Net increase (decrease) in cash and
cash equivalents 12 (96) (17)
Cash and cash equivalents, beginning 9 105 122
------ ------ ------
Cash and cash equivalents, ending $ 21 $ 9 $ 105
====== ====== ======
Supplemental Cash Flow Information
Income taxes paid $ 169 $ 158 $ 162
====== ====== ======
Interest paid $ 37 $ 38 $ 37
====== ====== ======
See Notes to Consolidated Financial Statements
</TABLE>
31
<PAGE>
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in millions, except share information)
December 31, 1998
Note 1. Nature of Operations and Significant Transactions
Nature of Operations: Jefferson-Pilot Corporation (the Company) operates in
the life insurance and communications industries. Life insurance, accident
and health insurance and annuities are currently marketed to individuals
and businesses in the United States through the Company's principal life
insurance subsidiaries: Jefferson-Pilot Life Insurance Company (JP Life),
Alexander Hamilton Life Insurance Company of America (AH Life) and its
subsidiary First Alexander Hamilton Life Insurance Company (FAHL) and
Jefferson Pilot Financial Insurance Company (JP Financial, formerly named
Chubb Life Insurance Company of America) and its subsidiary, Jefferson Pilot
LifeAmerica Insurance Company (JPLA, formerly named Chubb Colonial Life
Insurance Company). Chubb Sovereign Life Insurance Company, formerly a
subsidiary of JP Financial, was merged into JP Financial in 1998.
Communications operations are conducted by Jefferson-Pilot Communications
Company (JPCC) and consist of radio and television broadcasting, through
facilities located in strategically selected markets in the Southeastern and
Western United States, and sports program production.
Business Acquisitions: In May 1997, the Company acquired all the outstanding
shares of JP Financial from The Chubb Corporation (Seller). JP Financial's
operations, principally universal life, variable universal life and term
insurance, are conducted nationwide through JP Financial and JPLA. JP
Financial and its subsidiaries, as of the acquisition date, are collectively
referred to as "JP Financial." Jefferson Pilot Securities Corporation
(formerly Chubb Securities Corporation) is a full service NASD registered
broker-dealer. The cost of the acquisition consisted of $775 cash paid by JP
to Seller at closing, plus other acquisition costs. In addition, JP
Financial paid a $100 special dividend to Seller which was funded through
liquidation of short-term investments. The $775 was financed through the
liquidation of invested assets, various securities offerings (see Notes 8 and
9) and the issuance of commercial paper. The acquisition, which was
effective as of April 30, 1997, was accounted for using the purchase method.
As a result, JP Financial's results of operations from May 1, 1997 forward
are included in the accompanying financial statements. The purchase price was
subject to certain post-closing adjustments, none of which had a material
impact on the balance sheet or results of operations. In 1998, the final
allocation of purchase price to JP Financial's tangible and identifiable
intangible assets and liabilities was completed, based on their fair values.
The resulting adjustments were not material. The acquisition resulted in $163
of cost in excess of net assets acquired (i.e. goodwill) and $494 of value of
business acquired. Goodwill arising from the acquisition is being amortized
over a period of 35 years.
The following pro-forma financial information has been prepared assuming that
the acquisition of JP Financial had taken place at the beginning of each year
presented:
<TABLE>
<CAPTION> 1997 1996
------ ------
<S> <C> <C>
Revenue $2,690 $2,680
Net income available to common stockholders 335 312
Net income per common share 3.16 2.93
Net income per common share - assuming dilution 3.14 2.92
</TABLE>
On a pro-forma basis, net income available to common stockholders before
realized investment gains, net of income taxes, increased from $297 to $309
for 1997. The pro-forma adjustments eliminate the effect of realized gains
on invested assets sold in 1997 to finance the JP Financial acquisition.
Thus, 1997 pro-forma realized gains and pro-forma net income available to
common stockholders are lower than actual 1997 results.
In January 1997, JPCC purchased substantially all of the broadcast assets of
a radio station in Denver, Colorado for $15 in cash. This acquisition
resulted in cost in excess of net assets acquired of $14. In 1996, JPCC
32
<PAGE>
purchased substantially all of the broadcast assets of two radio stations in
San Diego, California for $59 in cash, resulting in cost in excess of net
assets acquired of $26. All three acquisitions were accounted for as
purchases, and the results of operations of the acquisitions have been
included in the consolidated operations of the Company since the respective
dates of acquisition. Pro-forma financial information for these acquisitions
has not been presented, as the pro-forma impact on consolidated operations for
1997 and 1996 is not significant.
Note 2. Significant Accounting Policies
Basis of Presentation: The accompanying consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
(GAAP). The insurance subsidiaries also submit financial statements to
insurance industry regulatory authorities. Those financial statements are
prepared on the basis of statutory accounting practices (SAP) and are
significantly different from financial statements prepared in accordance with
GAAP. See Note 12. All share and per share amounts have been restated to
give retroactive effect to the April 1998 three-for-two common stock split.
See Note 10.
Principles of Consolidation: The consolidated financial statements include
the accounts of Jefferson-Pilot Corporation and all of its subsidiaries. All
material intercompany accounts and transactions have been eliminated.
Use of Estimates: The preparation of financial statements requires
management to make estimates and assumptions affecting the reported amounts of
assets and liabilities and the disclosures of contingent assets and
liabilities as of the date of the financial statements, and the reported
amounts of revenue and expenses for the reporting period. Those estimates are
inherently subject to change and actual results could differ from those
estimates. Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates are asset
valuation allowances, policy liabilities, deferred policy acquisition costs,
value of business acquired and the potential effects of resolving litigated
matters.
Cash and Cash Equivalents: The Company includes with cash and cash
equivalents its holdings of highly liquid investments which mature within
three months of the date of acquisition.
Debt and Equity Securities: Debt and equity securities are classified as
either securities held to maturity, stated at amortized cost, or securities
available for sale, stated at fair value with net unrealized gains and losses
included in accumulated other comprehensive income, net of deferred income
taxes and adjustments to deferred policy acquisition costs and value of
business acquired.
Amortization of premiums and accrual of discounts on investments in debt
securities are reflected in earnings over the contractual terms of the
investments in a manner that produces a constant effective yield. Realized
gains and losses on dispositions of securities are determined by the
specific-identification method.
Mortgage and Policy Loans: Mortgage loans on real estate are stated at unpaid
balances, net of allowances for unrecoverable amounts. Policy loans are
stated at their unpaid balances.
33
<PAGE>
Real Estate and Other Investments: Real estate not acquired by foreclosure
is stated at cost less accumulated depreciation. Real estate acquired by
foreclosure is stated at the lower of depreciated cost or fair value minus
estimated costs to sell. Real estate, primarily buildings, is depreciated
principally by the straight-line method over estimated useful lives generally
ranging from 30 to 40 years. Accumulated depreciation was $39 and $38 at
December 31, 1998 and 1997. Other investments are stated at equity, or the
lower of cost or market, as appropriate.
Property and Equipment: Property and equipment, which is included in other
assets, is stated at cost and depreciated principally by the straight-line
method over estimated useful lives, generally 30 to 50 years for buildings
and approximately 10 years for other property and equipment. Accumulated
depreciation was $144 and $133 at December 31, 1998 and 1997.
Deferred Policy Acquisition Costs and Value of Business Acquired: Costs
related to obtaining new business, including commissions, certain costs of
underwriting and issuing policies, certain agency office expenses, and first
year bonus interest on annuities, all of which vary with and are primarily
related to the production of new business, have been deferred.
Deferred policy acquisition costs for traditional life insurance policies are
amortized over the premium paying periods of the related contracts using the
same assumptions for anticipated premium revenue that are used to compute
liabilities for future policy benefits. For universal life and annuity
products, these costs are amortized at a constant rate based on the present
value of the estimated future gross profits to be realized over the terms of
the contracts, not to exceed 25 years.
Value of business acquired represents the actuarially determined present value
of anticipated profits to be realized from life insurance and annuity business
purchased, using the same assumptions used to value the related liabilities.
Amortization of the value of business acquired occurs over the related
contract periods, using current crediting rates to accrete interest and a
constant amortization rate based on the present value of expected future
profits.
The carrying amounts of deferred policy acquisition costs and value of
business acquired are adjusted for the effect of realized gains and losses and
the effects of unrealized gains or losses on debt securities classified as
available for sale. Both deferred policy acquisition costs and value of
business acquired are reviewed periodically to determine that the unamortized
portion does not exceed expected recoverable amounts. No impairment
adjustments have been reflected in earnings of any year presented.
Cost in Excess of Net Assets Acquired: Cost in excess of net assets acquired
(goodwill) is amortized on a straight-line basis over periods of 25 to 40
years. Accumulated amortization was $21 and $14 at December 31, 1998 and
1997. Carrying amounts are regularly reviewed for indications of value
impairment, with consideration given to financial performance and other
relevant factors.
Separate Accounts: Separate account assets and liabilities represent funds
segregated by the Company for the benefit of certain policyholders who bear
the investment risk. The separate account assets and liabilities, which are
equal, are recorded at fair value. Policyholder account deposits and
withdrawals, investment income and realized investment gains and losses are
excluded from the amounts reported in the Consolidated Statements of Income.
Fees charged on policyholders' deposits are included in other considerations.
34
<PAGE>
Recognition of Revenue: Premiums on traditional life insurance products are
reported as revenue when received unless received in advance of the due date.
Premiums on accident and health, and disability insurance are reported as
earned, over the contract period. A reserve is provided for the portion of
premiums written which relates to unexpired coverage terms.
Revenue from universal life-type and annuity products includes charges for the
cost of insurance, for initiation and administration of the policy, and for
surrender of the policy. Revenue from these products is recognized in the
year assessed to the policyholder, except that any portion of an assessment
which relates to services to be provided in future years is deferred and
recognized over the period during which services are provided.
Communications sales are presented net of agency and representative
commissions. Concession income of the broker/dealer subsidiaries is recorded
as earned and is presented in other revenue.
Recognition of Benefits and Expenses: Benefits and expenses, other than
deferred policy acquisition costs, related to traditional life, accident and
health, and disability insurance products are recognized when incurred in a
manner designed to match them with related premiums and spread income
recognition over expected policy lives. For universal life-type and annuity
products, benefits include interest credited to policyholders' accounts, which
is recognized as it accrues.
Future Policy Benefits: Liabilities for future policy benefits on traditional
life and disability insurance are computed by the net level premium valuation
method based on assumptions about future investment yield, mortality,
morbidity and persistency. Estimates about future circumstances are based
principally on historical experience and provide for possible adverse
deviations.
Policyholder Contract Deposits: Policyholder contract deposits consist of
policy values that accrue to holders of universal life-type contracts and
annuities. The liability is determined using the retrospective deposit method
and consists of policy values that accrue to the benefit of the policyholder,
before deduction of surrender charges.
Policy and Contract Claims: The liability for policy and contract claims
consists of the estimated amount payable for claims reported but not yet
settled and an estimate of claims incurred but not reported, which is based
on historical experience, adjusted for trends and circumstances. Management
believes that the recorded liability is sufficient to provide for claims
incurred through the balance sheet date and the associated claims adjustment
expenses.
Reinsurance Balances and Transactions: Reinsurance receivables include
amounts related to paid benefits and estimated amounts related to unpaid
policy and contract claims, future policy benefits and policyholder contract
deposits. The cost of reinsurance is accounted for over the terms of the
underlying reinsured policies using assumptions consistent with those used to
account for the policies.
35
<PAGE>
Stock Based Compensation: The Company accounts for stock incentive awards in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees,
and accordingly, recognizes no compensation expense for stock option awards
when the option price is not less than the market value of the stock at the
date of award.
Income Taxes: The Company and most of its subsidiaries file a consolidated
life/nonlife federal income tax return. Currently, AH Life and JP Financial
each file a separate consolidated return with their respective subsidiaries.
Deferred income taxes are recorded on the differences between the tax bases of
assets and liabilities and the amounts at which they are reported in the
consolidated financial statements. Recorded amounts are adjusted to reflect
changes in income tax rates and other tax law provisions as they become
enacted.
Reclassifications: Certain amounts reported in prior years' consolidated
financial statements have been reclassified to conform with the presentations
adopted in the current year. These reclassifications have no effect on net
income or stockholders' equity of the prior years.
New Accounting Pronouncements: As of January 1, 1998, the Company adopted
SFAS 130, "Reporting Comprehensive Income", which sets standards for the
reporting and display of comprehensive income and its components in financial
statements. Adoption had no impact on the Company's net income or
stockholders' equity. Comprehensive income consists of net income plus other
comprehensive income. Under SFAS 130, one of the items included in other
comprehensive income is unrealized gains and losses on available for sale
securities. Prior year financial statements have been reclassified to
conform with the requirements of SFAS 130. See Note 17.
Effective January 1, 1998, the Company adopted SFAS 131, "Disclosures about
Segments of an Enterprise and Related Information". This pronouncement
superseded SFAS 14, "Financial Reporting for Segments of a Business
Enterprise". SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports. SFAS 131 also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The adoption of SFAS 131 did not
affect results of operations or financial position, but did affect the
disclosure of segment information. See Note 16.
In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments
and for Hedging Activities". This pronouncement is effective for annual
periods beginning after June 15, 1999. SFAS 133 requires all derivatives to
be recorded on the balance sheet and establishes accounting rules for hedging
activities. The effect of the hedge accounting rules is to offset changes in
value or cash flows of both the hedge and hedged item in earnings in the same
period. Changes in the fair value of derivatives that do not qualify for
hedge accounting are reported in earnings in the period of the change. Based
on the limited nature of the Company's use of derivatives and hedging
activities, adoption of this pronouncement is not expected to have a material
impact on the Company's financial position or results of operations.
During 1998, the Company adopted SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use", which requires
capitalization of certain costs incurred in connection with developing or
obtaining internal use software. The impact of adoption was not material.
36
<PAGE>
Note 3. Income Per Share of Common Stock
The following table sets forth the computation of earnings per share and
earnings per share assuming dilution:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Numerator:
Net Income $ 444 $ 396 $ 294
Dividends on Capital Securities
and preferred stock 26 26 3
----------- ----------- -----------
Numerator for earnings per share and
earnings per share - assuming
dilution - Net income available to
common stockholders $ 418 $ 370 $ 291
=========== =========== ===========
Denominator:
Denominator for earnings per share -
weighted-average shares
outstanding 106,134,031 106,216,997 106,611,045
Effect of dilutive securities:
Employee stock options 918,108 562,314 333,653
----------- ----------- -----------
Denominator for earnings per share -
assuming dilution - adjusted
weighted-average shares
outstanding 107,052,139 106,779,311 106,944,698
=========== =========== ===========
Earnings per share $ 3.94 $ 3.49 $ 2.73
=========== =========== ===========
Earnings per share - assuming dilution $ 3.91 $ 3.47 $ 2.72
=========== =========== ===========
</TABLE>
37
<PAGE>
Note 4. Investments
Summary Cost and Fair Value Information: Aggregate amortized cost, aggregate
fair value and gross unrealized gains and losses are as follows:
<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- -------- -------- -------
<S> <C> <C> <C> <C>
Available for sale carried at fair value
U. S. Treasury obligations and direct $ 316 $ 23 $ - $ 339
obligations of U.S. Government agencies
Federal agency issued mortgage backed securities 2,610 119 (1) 2,728
(including collateralized mortgage obligations)
Obligations of states and political subdivisions 18 - - 18
Corporate obligations 5,908 288 (45) 6,151
Corporate private-labeled mortgage backed
securities (including collateralized mortgage
obligations) 1,633 79 (6) 1,706
Redeemable preferred stocks 15 1 - 16
------- ------- ------- -------
Subtotal, debt securities 10,500 510 (52) 10,958
Equity securities 94 855 - 949
------- ------- ------- -------
Securities available for sale $10,594 $1,365 $ (52) $11,907
------- ------- ------- -------
Held to maturity carried at amortized cost
Obligations of state and political subdivisions $ 7 $ - $ - $ 7
Corporate obligations 3,538 159 (5) 3,692
------- ------- ------- -------
Debt securities held to maturity $ 3,545 $ 159 $ (5) $ 3,699
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
--------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- -------- -------- -------
<S> <C> <C> <C> <C>
Available for sale carried at fair value
U. S. Treasury obligations and direct
obligations of U.S. Government agencies $ 384 $ 18 $ - $ 402
Federal agency issued mortgage backed securities
(including collateralized mortgage obligations) 2,634 108 (1) 2,741
Obligations of states and political subdivisions 27 1 (2) 26
Corporate obligations 5,018 237 (14) 5,241
Corporate private-labeled mortgage backed
securities (including collateralized mortgage
obligations) 1,663 59 - 1,722
Redeemable preferred stocks 22 1 - 23
------- ------- ------ -------
Subtotal, debt securities 9,748 424 (17) 10,155
Equity securities 89 804 - 893
------- ------- ------ -------
Securities available for sale $ 9,837 $ 1,228 $ (17) $11,048
======= ======= ====== =======
Held to maturity carried at amortized cost
Obligations of state and political subdivisions $ 10 $ - $ - $ 10
Corporate obligations 3,780 107 (5) 3,882
------- ------- ------ -------
Debt securities held to maturity $3,790 $ 107 $ (5) $ 3,892
======= ======= ====== =======
</TABLE>
38
<PAGE>
Contractual Maturities: Aggregate amortized cost and aggregate fair value of
debt securities as of December 31, 1998, according to contractual maturity
date, are as indicated below. Actual future maturities will differ from the
contractual maturities shown because the issuers of certain debt securities
have the right to call or prepay the amounts due the Company, with or without
penalty.
<TABLE>
<CAPTION> Available for Sale Held to Maturity
------------------ ------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ------- --------- -------
<S> <C> <C> <C> <C>
Due in one year or less $ 206 $ 207 $ 231 $ 233
Due after one year through five years 1,481 1,530 988 1,017
Due after five years through ten years 1,910 1,999 602 636
Due after ten years through twenty years 626 673 257 276
Due after twenty years 746 791 45 50
Amounts not due at a single maturity date 5,516 5,742 1,422 1,487
------- ------- ------- -------
10,485 10,942 3,545 3,699
Redeemable preferred stocks 15 16 - -
------- ------- ------- -------
$10,500 $10,958 $ 3,545 $ 3,699
======= ======= ======= =======
</TABLE>
Investment Concentration, Risk, and Impairment: Investments in debt and
equity securities include 1,518 issuers, with only one corporate issuer
representing more than one percent of the aggregate reported amounts of these
investments. Included with equity securities is an investment in BankAmerica
Corporation of $500 as of December 31, 1998 and 1997. Debt securities
considered less than investment grade approximated 4.5% and 5.4% of the total
debt securities portfolio as of December 31, 1998 and 1997.
The Company's mortgage loan portfolio is comprised primarily of conventional
real estate mortgages collateralized by retail (44%), apartment (15%),
industrial (13%), office (11%) and hotel (11%) properties. Mortgage loan
underwriting standards emphasize the credit status of a prospective borrower,
quality of the underlying collateral and conservative loan-to-value
relationships. Approximately 39% of stated mortgage loan balances as of
December 31, 1998 are due from borrowers in South Atlantic states and
approximately 23% are due from borrowers in West South Central states. No
other geographic region represents as much as 10% of December 31, 1998
mortgage loans.
At December 31, 1998 and 1997, the recorded investment in mortgage loans that
are considered to be impaired was $65 and $75. Delinquent loans outstanding
as of December 31, 1998 and 1997 totaled $3 and $7. The related allowance for
credit losses increased from $27 at December 31, 1997 to $31 at December 31,
1998 through a $4 charge to realized gains in 1998. The average recorded
investment in impaired loans was $70, $78 and $79 during the years ended
December 31, 1998, 1997 and 1996, on which interest income of $7, $8 and $8
was recognized.
Securities Lending: The Company participates in a securities lending program.
The Company generally receives cash collateral in an amount that is in excess
of the market value of the securities loaned. Market values of securities
loaned and collateral are monitored daily, and additional collateral is
obtained as necessary. At December 31, 1998, the market value of securities
loaned and collateral received amounted to $239 and $250, respectively. There
was no outstanding securities lending at December 31, 1997.
39
<PAGE>
Changes in Net Unrealized Gains on Securities: Changes in amounts affecting
net unrealized gains included in other comprehensive income, reduced by
deferred income taxes, are as follows:
<TABLE>
<CAPTION>
Net Unrealized Gains (Losses)
--------------------------------
Debt Equity
Securities Securities Total
---------- ---------- --------
<S> <C> <C> <C>
Net unrealized gains on securities available for sale $124 $401 $525
as of December 31, 1995
Change during year ended December 31, 1996:
Increase (decrease) in stated amount of securities (184) 102 (82)
Increase in value of business acquired and
deferred policy acquisition costs 58 - 58
Increase in carrying value of Exchangeable
Securities (Note 8) - (16) (16)
Decrease (increase) in deferred income tax
liabilities 48 (32) 16
---- ---- ----
Increase (decrease) in net unrealized gains
included in other comprehensive income (78) 54 (24)
---- ---- ----
Net unrealized gains on securities available
for sale as of December 31, 1996 46 455 501
Change during year ended December 31, 1997:
Increase in stated amount of securities 341 94 435
Decrease in value of business acquired and
deferred policy acquisition costs (138) - (138)
Increase in carrying value of Exchangeable
Securities (Note 8) - (30) (30)
Increase in deferred income tax liabilities (71) (22) (93)
---- ---- ----
Increase in net unrealized gains included in other
comprehensive income 132 42 174
---- ---- ----
Net unrealized gains on securities available
for sale as of December 31, 1997 178 497 675
Change during year ended December 31, 1998:
Increase in stated amount of securities 49 51 100
Decrease in value of business acquired and
deferred policy acquisition costs (22) - (22)
Decrease in carrying value of Exchangeable
Securities (Note 8) - 2 2
Increase in deferred income tax liabilities (8) (19) (27)
---- ---- ----
Increase in net unrealized gains included in other
comprehensive income 19 34 53
---- ---- ----
Net unrealized gains on securities available for
sale as of December 31, 1998 $197 $531 $728
==== ==== ====
</TABLE>
40
<PAGE>
Net Investment Income: The details of investment income, net of investment
expenses, follow:
<TABLE>
<CAPTION>
Year ended December 31
----------------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Interest on fixed income securities $1,020 $ 935 $ 747
Investment income on equity securities 27 30 41
Interest on mortgage loans 153 130 109
Interest on policy loans 40 32 21
Other investment income 30 32 30
------ ------ ------
Gross investment income 1,270 $1,159 948
Investment expenses (68) (56) (55)
------ ------ ------
Net investment income $1,202 $1,103 $ 893
====== ====== ======
</TABLE>
Investment expenses include salaries, interest, expenses of maintaining and
operating investment real estate, real estate depreciation and other allocated
costs of investment management and administration.
Realized Gains and Losses: The details of realized investment gains (losses)
follow:
<TABLE>
<CAPTION
Year ended December 31
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Common stocks $ 61 $100 $ 39
Real estate 24 9 2
Debt securities 19 2 (1)
Preferred stocks - 2 4
Other (3) (2) 3
Amortization of deferred policy acquisition
costs and value of business acquired (8) - -
---- ---- ----
Realized investment gains $ 93 $111 $ 47
==== ==== ====
</TABLE>
Information about gross realized gains and losses on available for sale
securities transactions follows:
<TABLE>
<CAPTION>
Year ended December 31
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Gross realized:
Gains $ 80 $122 $ 66
Losses (9) (19) (15)
Amortization of deferred policy acquisition
costs and value of business acquired (4) - -
---- ---- ----
Net realized gains on available for sale securities $ 67 $103 $ 51
==== ==== ====
</TABLE>
Other Information: During 1998 and 1997, the Company sold certain securities
that had been classified as held to maturity, due to significant declines in
credit worthiness. Total proceeds were $13 and $10 in 1998 and 1997,
respectively.
41
<PAGE>
During 1996, JP Life transferred securities classified as available for sale
to the Company's defined benefit pension plans. Equity securities with cost
of $5 and fair value of $27 were transferred during 1996, and gains of $22
were recognized.
Note 5. Derivatives
Use of Derivatives: The Company's investment policy permits limited use
of derivative financial instruments such as interest rate swaps in certain
circumstances. The following summarizes open interest rate swaps:
<TABLE>
December 31
-------------
1998 1997
---- ----
<S> <C> <C>
Receive-fixed swaps held as
hedges of direct investments:
Notional amount $156 $170
Average rate received 7.21% 6.86%
Average rate paid 5.46% 5.91%
Receive-fixed swaps held to modify annuity
crediting rates:
Notional amount $ 30 $ 30
Average rate received 6.78% 6.78%
Average rate paid 5.31% 5.67%
</TABLE>
Hedging Direct Investments: Interest rate swaps are used to reduce the impact
of interest rate fluctuations on specific floating-rate direct investments.
Interest is exchanged periodically on the notional value, with the Company
receiving the fixed rate and paying various short-term LIBOR rates on a net
exchange basis. The net amount received or paid under these swaps is
reflected as an adjustment to investment income. For hedges of investments
classified as available for sale, net unrealized gains, net of the effects of
income taxes and the impact on deferred policy acquisition costs and the value
of business acquired, are not significant and are included in net unrealized
gains on securities available for sale in stockholders' equity as of December
31, 1998 and 1997.
Modifying Annuity Crediting Rates: Interest rate swaps are used to modify the
interest characteristics of certain blocks of annuity contract deposits.
Interest is exchanged periodically on the notional value, with the Company
receiving a fixed rate and paying various short-term LIBOR rates on a net
exchange basis. The net amount received or paid under these swaps is
reflected as an adjustment to insurance and annuity benefits.
Credit and Market Risk: The Company is exposed to credit risk in the event of
non-performance by counterparties to swap agreements. The Company limits this
exposure by diversifying the counterparties used and by only using
counterparties with high credit ratings.
The Company's credit exposure on swaps is limited to the fair value of swap
agreements that are favorable to the Company. The Company does not expect
any counterparty to fail to meet its obligation. Currently, non-performance
by a counterparty would not have a material adverse effect on the Company's
financial position or results of operations.
The Company's exposure to market risk is mitigated by the offsetting effects
of changes in the value of swap agreements and the related direct investments
and credited interest on annuities. The Company routinely monitors
correlation between hedged items and hedging instruments. In the event a
hedge relationship is terminated or loses correlation, any related hedging
instrument that remained would be marked to market through income. If the
42
<PAGE>
hedging instrument is terminated, any gain or loss is deferred and amortized
over the remaining life of the hedged asset or liability.
Note 6. Deferred Policy Acquisition Costs and Value of Business Acquired
Deferred Policy Acquisition Costs: Information about deferred policy
acquisition costs follows:
<TABLE>
<CAPTION>
Year ended December 31
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Beginning balance $742 $669 $543
Deferral:
Commissions 152 141 105
Other 56 56 36
---- ---- ----
208 197 141
Amortization (96) (88) (89)
---- ---- ----
Net deferral reflected in expenses 112 109 52
Addition for KCL assumption - 3 40
Adjustment related to unrealized losses (gains) on
debt securities available for sale (4) (39) 34
Adjustment related to realized losses (gains) on debt
securities (6) - -
---- ---- ----
Ending balance $844 $742 $669
==== ==== ====
</TABLE>
Value of Business Acquired: Information about value of business acquired
follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Beginning balance $622 $265 $292
---- ---- ----
Acquisitions - 482 -
---- ---- ----
Deferral of commissions and 37 37 6
accretion of interest
Amortization (83) (63) (32)
---- ---- ----
Net amortization reflected in expenses (46) (26) (26)
---- ---- ----
Adjustment related to unrealized losses (gains) (18) (99) 24
on debt securities available for sale
Adjustment related to realized losses (gains)
on debt securities (2) - -
Adjustment related to purchase accounting 12 - (25)
---- ---- ----
Ending balance $568 $622 $265
==== ==== ====
</TABLE>
During 1998, the Company finalized its purchase accounting for the acquisition
of JP Financial, resulting in an adjustment to increase the value of business
acquired by $12. In September 1996, the Company finalized its purchase
accounting for the acquisition of AH Life, and an adjustment of $25 was made
to reduce the value of business acquired.
43
<PAGE>
Expected approximate amortization percentages relating to the value of
business acquired for the next five years are as follows:
<TABLE>
<CAPTION>
Amortization
Year Percentage
---- ------------
<S> <C>
1999 10.4%
2000 9.0%
2001 7.9%
2002 7.1%
2003 6.5%
</TABLE>
Note 7. Policy Liabilities Information
Interest Rate Assumptions: The liability for future policy benefits
associated with ordinary life insurance policies has been determined using
initial interest rate assumptions ranging from 2% to 9.9% and, when
applicable, uniform grading over 20 to 30 years to ultimate rates ranging from
2% to 6%. Interest rate assumptions for weekly premium, monthly debit and
term life insurance products generally fall within the same ranges as those
pertaining to individual life insurance policies.
Credited interest rates for universal life-type products ranged from 3.8% to
6.85% in 1998, 4.0% to 7.5% in 1997 and 4.2% to 6.75% in 1996. The average
credited interest rates for universal life-type products were 5.84%, 6.02%,
and 6.03% for 1998, 1997 and 1996. For annuity products, credited interest
rates generally ranged from 4.0% to 8.15% in 1998, 4.0% to 9.25% in 1997 and
4.4% to 8.65% in 1996.
Mortality and Withdrawal Assumptions: Assumed mortality rates are generally
based on experience multiples applied to select and ultimate tables commonly
used in the industry. Withdrawal assumptions for individual life insurance
policies are based on historical company experience and vary by issue age,
type of coverage and policy duration.
For immediate annuities issued prior to 1987, mortality assumptions are based
on blends of the 1971 Individual Annuity Mortality Table and the 1969-71 U. S.
Life Tables. For similar products issued after 1986, mortality assumptions
are based on blends of the 1983a and 1979-81 U. S. Life Tables.
44
<PAGE>
Accident and Health, and Disability Insurance Liabilities Activity:
Activity in the liabilities for accident and health, and disability benefits,
including reserves for future policy benefits and unpaid claims and claim
adjustment expenses, is summarized below:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance as of January 1 $385 $265 $261
Less reinsurance recoverables 62 18 15
---- ---- ----
Net balance as of January 1 323 247 246
---- ---- ----
Acquired in JP Financial acquisition - 73 -
---- ---- ----
Amount incurred:
Current year 246 385 401
Prior years (54) (47) (63)
---- ---- ----
192 338 338
Less amount paid: ---- ---- ----
Current year 130 230 246
Prior years 98 105 91
---- ---- ----
228 335 337
---- ---- ----
Net balance as of December 31 287 323 247
Plus reinsurance recoverables 71 62 18
---- ---- ----
Balance as of December 31 $358 $385 $265
==== ==== ====
Balance as of December 31 included with:
Future policy benefits $288 $261 $134
Policy and contract claims 70 124 131
---- ---- ----
$358 $385 $265
==== ==== ====
</TABLE>
The Company uses conservative estimates for determining its liability for
accident and health, and disability benefits, which are based on historical
claim payment patterns and attempt to provide for potential adverse changes
in claim patterns and severity. Lower than anticipated claims resulted in
adjustments to the liability for accident and health, and disability benefits
in each of the years presented.
Note 8. Debt and Exchangeable Securities
Commercial Paper and Revolving Credit Borrowings: The Company has entered
into a bank credit agreement for $375 of unsecured revolving credit extending
through May 2002, under which the Company has the option to borrow at various
interest rates. Since the establishment of a commercial paper arrangement in
1996, the credit agreement has principally supported the issuance of
commercial paper. As of December 31, 1998, outstanding commercial paper had
various maturities, with none in excess of 90 days. The Company can issue
commercial paper with maturities of up to 270 days. If the Company is not
able to remarket its commercial paper on the respective maturity dates, the
Company intends to borrow a like amount under the credit agreement. The
weighted-average interest rate for commercial paper borrowings outstanding of
$289 at December 31, 1998 was 5.61%. The weighted-average interest rate for
$285 of commercial paper borrowings outstanding at December 31, 1997 was
6.02%.
Exchangeable Securities: The Mandatorily Exchangeable Debt Securities (MEDS)
and Automatic Common Exchange Securities (ACES) are collectively referred to
as "Exchangeable Securities."
45
<PAGE>
MEDS
In April and June 1997, the Company issued MEDS of $75 at 6.95% and $75 at
6.65%. The MEDS are based on BankAmerica common stock. Interest is payable
quarterly. The MEDS mature January 10, 2002 and represent senior indebtedness
of the Corporation.
The MEDS had principal amounts of: 6.95% MEDS, $55.55 per security and 6.65%
MEDS, $66.625 per security. Two weeks prior to, or at, maturity, the
principal amount of the MEDS will be mandatorily exchanged into either a
number of shares of the common stock of BankAmerica (stock) determined based
on an exchange rate reflecting the then trading price for the stock, or 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: 6.95% MEDS, $67.22 and 6.65% MEDS, $80.62, (2) a
fractional share of the stock having a value equal to the principal amount if
the price is more than the principal amount but less than the amount stated
in (1), or (3) one share if the price is less than or equal to the principal
amount.
ACES
The Company has issued 1,815,000 unsecured 7.25% ACES due January 21, 2000,
having a principal amount of $72.50 per security. In the 30 days prior to,
or at, maturity, the principal amount of the ACES will be mandatorily
exchanged into either (1) a number of shares of BankAmerica 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
future dilution, the exchange rate is equal to (1) 1.66 shares if the stock
price is at least $43.50, (2) fractional shares of the stock having a value
equal to $72.50 if the price is more than $36.25 but less than $43.50, or (3)
two shares if the price is not more than $36.25.
Carrying Value of Exchangeable Securities
The Exchangeable Securities are carried at fair value. Changes in the
carrying value, net of deferred income taxes, are recorded in other
comprehensive income. At December 31, 1998 and 1997, the combined carrying
value of the Exchangeable Securities was $325 and $327, based on the market
value of BankAmerica stock, which had a market value of $60.125 per share as
of year end 1998.
Interest: Interest expense totaled $46 for 1998, $37 for 1997 and $39 for
1996.
Note 9. Capital Securities and Mandatorily Redeemable Preferred Stock
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. The Capital Securities mature in the year 2046, but are redeemable
prior to maturity at the option of the Company beginning January 15, 2007.
The Capital Securities are supported by subordinated indebtedness of the
Company.
Mandatorily redeemable non-voting floating rate preferred stock (with a par
value of $100 per share) of subsidiaries authorized, issued and outstanding
at December 31, 1998 and 1997 totaled 30,000 and 530,000 shares. In April
1998, the holder of $50 preferred stock of AH Life redeemed the shares at par
plus accrued dividends. The remaining $3 of mandatorily redeemable preferred
stock was issued in September 1996 related to the PPA recapture (Note 15),
and was repurchased and cancelled as of January 1, 1999.
46
<PAGE>
Note 10. Stockholders' Equity
Preferred Stock: The Company has 20,000,000 shares of preferred stock
authorized (none issued) with the par value, dividend rights and other terms
to be fixed by the Board of Directors, subject to certain limitations on
voting rights.
Common Stock: On February 9, 1998, the Board authorized a three-for-two
common stock split which was effected as a 50% stock dividend distributed on
April 13, 1998 to shareholders of record as of March 20, 1998. The
split-adjusted value of fractional shares was paid in cash. The par value of
additional shares issued, which totaled $44, was reclassified from retained
earnings to common stock. All share and per share information gives
retroactive effect to the stock split.
Changes in the number of shares outstanding are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Shares outstanding, beginning 106,278,409 106,119,350 106,819,743
Shares issued under stock option plans 207,776 159,059 49,607
Shares reacquired (590,000) - (750,000)
----------- ----------- -----------
Shares outstanding, ending 105,896,185 106,278,409 106,119,350
=========== =========== ===========
</TABLE>
Shareholders' Rights Plan: Under a shareholders' rights plan, one common share
purchase right is attached to each share of the Company's common stock. The
plan becomes operative in certain events involving an offer for or the
acquisition of 15% or more of the Company's common stock by any person or
group. Following such an event, each right, unless redeemed by the Board,
entitles the holder (other than the acquiring person or group) to purchase
for an exercise price of $235.00 an amount of common stock of the Company, or
in certain circumstances stock of the acquiring company, having a market value
of twice the exercise price. Approximately 105 million shares of common stock
are reserved for the amended rights plan. The rights expire on February 8,
2009 unless extended by the Board, and are redeemable by the Board at a price
of 0.44 cents per right at any time before they become exercisable.
Note 11. Stock Incentive Plans
Long Term Stock Incentive Plan: Under the Long Term Stock Incentive Plan
(Employees' Plan), a Committee of disinterested directors may award
nonqualified or incentive stock options and stock appreciation rights, and
make grants of the Company's stock, to employees of the Company and to life
insurance agents. Stock grants may be either restricted stock or unrestricted
stock distributed upon the achievement of performance goals established by the
Committee.
A total of 6,109,001 shares are available for issuance pursuant to
outstanding or future awards under the Employees' Plan as of December 31,
1998. The option price may not be less than the market value of the Company's
common stock on the date awarded. Options are exercisable for periods
determined by the Committee, not to exceed ten years from the award date, and
vest immediately or over periods as determined by the Committee. Awards of
restricted and unrestricted stock grants are limited to 10% of the total
shares reserved for the Plan. The Employees' Plan will terminate as to
further awards on May 1, 2005, unless terminated by the Board at an earlier
date.
47
<PAGE>
Non-Employee Directors' Plan: Under the Non-Employee Directors' Stock Option
Plan (Directors' Plan), 417,376 shares of the Company's common stock are
reserved for issuance pursuant to outstanding or future awards as of December
31, 1998. Nonqualified stock options are automatically awarded, at market
prices on specified award dates. The options vest over a period of one to
three years, and terminate ten years from the date of award, but are subject
to earlier vesting or termination under certain circumstances. The Directors'
Plan will terminate as to further awards on March 31, 1999.
Summary Stock Option Activity: Summarized information about the Company's
stock option activity follows:
<TABLE>
<CAPTIONS>
1998 1997 1996
------------------- ------------------ ------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Price Price Price
Options Per Share Options Per Share Options Per Share
------- ---------- ------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding beginning of
year 3,675,552 $36.14 2,116,902 $27.60 1,359,515 $22.39
Granted 828,225 53.54 1,746,456 45.38 814,312 35.79
Exercised (210,725) 27.75 (143,883) 20.65 (37,758) 36.07
Forfeited (254,354) 49.91 (43,923) 42.79 (19,167) 21.38
--------- ------ --------- ------- --------- ------
Outstanding end of year 4,038,698 $39.28 3,675,552 $36.14 2,116,902 $27.60
========= ====== ========= ====== ========= ======
Exercisable at end of year 1,801,138 $28.82 1,412,127 $26.53 956,465 $22.62
========= ====== ========= ====== ========= ======
Weighted-average fair value
of options granted during
the year $ 13.54 $ 10.07 $ 7.38
========= ========= =========
</TABLE>
The following table summarizes certain stock option information at
December 31, 1998:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------ --------------------------
Weighted-
Average
Remaining Weighted- Weighted-
Range of Number of Contractual Average Number of Average
Exercise Prices Shares Life Exercise Price Shares Exercise Price
- --------------- --------- ----------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C>
$17.45 - $24.89 1,021,500 6.2 $22.83 1,021,500 $22.83
$31.17 - $38.59 1,497,398 8.5 37.18 779,638 36.68
$48.50 - $58.44 1,519,800 9.5 52.40 - -
--------- ------ --------- ------
4,038,698 8.3 $39.28 1,801,138 $28.82
========= ====== ========= ======
</TABLE>
Pro-Forma Information: SFAS 123, "Accounting for Stock-Based Compensation",
requires the presentation of pro-forma information regarding net income and
earnings per share as if the Company had accounted for its employee stock
options granted subsequent to December 31, 1994 under the fair value method of
that Statement. The fair value for these options was estimated at the date of
grant using a Black-Scholes option pricing model with the following
48
<PAGE>
weighted-average assumptions for 1998, 1997 and 1996: risk-free interest
rates of 5.8%, 6.2% and 5.9%; volatility factors of the expected market price
of the Company's common stock of 0.17; and a weighted-average expected life of
the options of 9.9 years for 1998, 7.7 years for 1997 and 10 years for 1996.
Dividends were assumed to increase by 10% annually.
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not provide a
reliable single measure of the fair value of the Company's options.
For purposes of pro-forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The pro-forma
information follows:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Pro-forma net income available to common
stockholders $ 411 $ 366 $ 288
Pro-forma earnings per share available to
common stockholders $3.87 $3.45 $2.71
Pro-forma earnings per share available to
common stockholders - assuming dilution $3.84 $3.43 $2.69
</TABLE>
Because the options generally vest over three years and because SFAS 123 is
applicable only to options granted subsequent to December 31, 1994,
1998 is the first year in which the full pro-forma effect is reflected.
Note 12. Statutory Financial Information
The Company's life insurance subsidiaries prepare financial statements on the
basis of statutory accounting practices (SAP) prescribed or permitted by the
insurance departments of their states of domicile. Prescribed SAP include a
variety of publications of the National Association of Insurance Commissioners
(NAIC) as well as state laws, regulations and administrative rules. Permitted
SAP encompass all accounting practices not so prescribed. The impact of
permitted accounting practices on statutory capital and surplus is not
significant for the life insurance subsidiaries.
The principal differences between SAP and generally accepted accounting
principles (GAAP) as they relate to the financial statements of the
subsidiaries are (1) policy acquisition costs are expensed as incurred under
SAP, whereas they are deferred and amortized under GAAP, (2) the value of
business acquired is not capitalized under SAP but is under GAAP, (3) amounts
collected from holders of universal life-type and annuity products are
recognized as premiums when collected under SAP, but are initially recorded
as contract deposits under GAAP, with cost of insurance recognized as revenue
when assessed and other contract charges recognized over the periods for which
services are provided, (4) the classification and carrying amounts of
investments in certain securities are different under SAP than under GAAP,
(5) the criteria for providing asset valuation allowances, and the
methodologies used to determine the amounts thereof, are different under SAP
than under GAAP, (6) the timing of establishing certain reserves, and the
methodologies used to determine the amounts thereof, are different under SAP
than under GAAP, (7) no provision is made for deferred income taxes under SAP,
and (8) certain assets are not admitted for purposes of determining surplus
under SAP.
49
<PAGE>
A comparison of net income and statutory capital and surplus of the life
insurance subsidiaries determined on the basis of SAP to net income and
stockholder's equity of these life insurance subsidiaries on the basis of GAAP
is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Statutory Accounting Practices
Net income for the year ended December 31 $ 384 $ 462 $ 253
====== ====== ======
Statutory capital and surplus as of
December 31 $1,584 $1,470 $1,218
====== ====== ======
Generally Accepted Accounting Principles
Net income for the year ended December 31 $ 388 $ 349 $ 261
====== ====== ======
Stockholder's equity as of December 31 $3,342 $3,106 $2,181
====== ====== ======
</TABLE>
Risk-Based Capital ("RBC") requirements promulgated by the NAIC require life
insurers to maintain minimum capitalization levels that are determined based
on formulas incorporating credit risk pertaining to investments, insurance
risk, interest rate risk and general business risk. As of December 31, 1998,
the life insurance subsidiaries' adjusted capital and surplus exceeded their
authorized control level RBC.
The NAIC Codification of Statutory Accounting Principles (Codification) has
been completed. The purpose of Codification is to create uniformity in
statutory financial reporting across states. Codification must be adopted by
individual states before it will have any bearing on the statutory reporting
requirements of companies domiciled in a particular state. The NAIC is
encouraging the states to adopt Codification as soon as possible, with an
implementation date of January 1, 2001. The Company does not expect
implementation to have a material impact on statutory surplus of its insurance
subsidiaries; however, implementation is expected to result in a net
reduction of statutory surplus and RBC throughout the insurance industry.
The insurance statutes of the states of domicile limit the amount of dividends
that the life insurance subsidiaries may pay annually without first obtaining
regulatory approval. Generally, the limitations are based on a combination
of statutory net gain from operations for the preceding year, 10% of statutory
surplus at the end of the preceding year, and dividends and distributions made
within the preceding twelve months. Approximately $205 of dividends could be
paid by the life insurance subsidiaries in 1999 without regulatory approval.
Note 13. Income Taxes
Income taxes reported are as follows:
<TABLE>
<CAPTION>
Year ended December 31
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current expense $195 $180 $132
Deferred expense 31 15 17
---- ---- ----
Total income tax expense $226 $195 $149
==== ==== ====
</TABLE>
A reconciliation of the federal income tax rate to the Company's effective
income tax rate follows:
<TABLE>
<CAPTION>
Year Ended December 31
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Federal income tax rate 35.0% 35.0% 35.0%
Reconciling items:
Tax exempt interest and
dividends received deduction (1.5) (1.3) (4.1)
Other increases (decreases), net 0.2 (0.7) 2.7
---- ---- ----
Effective income tax rate 33.7% 33.0% 33.6%
==== ==== ====
</TABLE>
50
<PAGE>
The tax effects of temporary differences that result in significant
deferred tax assets and deferred tax liabilities are as follows:
<TABLE>
<CAPTION>
December 31
--------------
1998 1997
---- ----
<S> <C> <C>
Deferred tax assets:
Difference in policy liabilities $453 $457
Obligation for postretirement 5 7
benefits
Deferred compensation 21 19
Other deferred tax assets 61 35
---- ----
Gross deferred tax assets 540 518
Deferred tax liabilities:
Net unrealized gains on securities 385 355
Deferral of policy acquisition costs and value
of business acquired 356 331
Deferred gain recognition for income 17 17
tax purposes
Differences in investment bases 19 12
Depreciation differences 8 4
Other deferred tax liabilities 56 21
---- ----
Gross deferred tax liabilities 841 740
---- ----
Net deferred income tax liability $301 $222
==== ====
</TABLE>
Federal income tax returns for all years through 1994 are closed. Tax years
1995 and 1996 are currently under examination by the Internal Revenue Service,
and no assessments have been proposed to date. In the opinion of management,
recorded income tax liabilities adequately provide for all remaining open
years.
Under prior federal income tax law, one-half of the excess of a life insurance
company's income from operations over its taxable investment income was not
taxed, but was set aside in a special tax account designated as
"Policyholders' Surplus." The Company has approximately $105 of untaxed
"Policyholders' Surplus" on which no payment of federal income taxes will be
required unless it is distributed as a dividend, or under other specified
conditions. The current administration has proposed to tax, as part of its
1999 budget initiative, the "Policyholders' Surplus" over a ten year period.
No related deferred tax liability has been recognized for the potential tax
which would approximate $37 under the current proposal.
51
<PAGE>
Note 14. Retirement Benefit Plans
Pension Plans
The Company and its subsidiaries have defined benefit pension plans which are
funded through group annuity contracts with JP Life. The assets of the plans
are those of the related contracts, and are primarily held in separate
accounts of JP Life. Information regarding pensions plans is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
-----------------------
1998 1997
---- ----
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $224 $201
Service cost 10 8
Interest cost 14 14
Actuarial gains 7 14
Benefits paid (14) (13)
---- ----
Benefit obligation at end of year 241 224
---- ----
Change in plan assets:
Fair value of assets at beginning of year 302 260
Actual return on plan assets 57 53
Transfer in 2 2
Benefits paid (14) (13)
---- ----
Fair value of assets at end of year 347 302
---- ----
Funded status of the plans 106 78
Unrecognized net gain (103) (71)
Unrecognized transition net asset (12) (14)
Unrecognized prior service cost 8 9
---- ----
Prepaid (accrued) benefit cost $ (1) $ 2
==== ====
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Weighted-average assumptions as of December 31:
Discount rate 6.5% 7.0% 7.0%
Expected return on plan assets 8.0% 8.0% 8.0%
Rate of compensation increase 4.5% 5.0% 5.0%
Components of net periodic benefit cost:
Service cost, benefits earned during the year $ 10 $ 8 $ 6
Interest cost on projected benefit obligation 14 14 13
Expected return on plan assets (19) (17) (17)
Net amortization and deferral (1) (1) (1)
---- ---- ----
Benefit cost $ 4 $ 4 $ 1
==== ==== ====
</TABLE>
Other Postretirement Benefit Plans
The Company sponsors contributory health care and life insurance benefit plans
for eligible retired employees, qualifying retired agents and certain surviving
spouses. The Company contributes to a welfare benefit trust from which future
benefits will be paid. The Company accrues the cost of providing postretirement
benefits other than pensions during the employees' active service period. The
non-pension postretirement expense was $1 in 1998, 1997 and 1996.
52
<PAGE>
Defined Contribution Plans
The Company sponsors defined contribution retirement plans covering most
employees and full time agents. The Company matches a portion of participant
contributions and makes profit sharing contributions to a fund that acquires
and holds shares of the Company's common stock. Plan assets were invested
under a group variable annuity contract issued by JP Life. Expenses were
$3, $4 and $3 during 1998, 1997 and 1996.
Note 15. Reinsurance
The Company attempts to reduce its exposure to significant individual claims
by reinsuring portions of certain individual life insurance policies and
annuity contracts written. The Company reinsures the portion of an individual
life insurance risk in excess of the Company's retention, which ranges from
$0.3 to $1.5 for various individual life and annuity products. The Company
also attempts to reduce exposure to losses that may result from unfavorable
events or circumstances by reinsuring certain levels and types of accident
and health insurance risks underwritten. The Company assumes portions of the
life and accident and health risks underwritten by certain other insurers on
a limited basis, but amounts related to assumed reinsurance are not
significant to the consolidated financial statements.
In 1995, the Company acquired AH Life and FAHL from Household International,
Inc. (Household). AH Life and FAHL reinsured 100% of the PPA, COLI and
Affiliated credit insurance business written prior to their acquisition in
1995 with affiliates of Household on a coinsurance basis. Balances are
settled monthly, and AH Life is compensated by the reinsurers for
administrative services related to the reinsured business. On
September 30, 1996, the Company recaptured a portion of the PPA reinsurance
from affiliates of Household. This recapture was completed by these
affiliates transferring approximately $463 of assets and $489 of reserves to
the Company. The Company also established a $29 deferred tax asset on this
recapture, and issued $3 of mandatorily redeemable preferred stock of one of
the Company's life insurance subsidiaries to Household. The amount due from
reinsurers in the consolidated balance sheets includes $1,072 and $1,250 due
from the Household affiliates at December 31, 1998 and 1997.
Assets related to the reinsured PPA and COLI business have been placed in
irrevocable trusts formed to hold the assets for the benefit of AH Life and
FAHL and are subject to investment guidelines which identify (1) the types
and quality standards of securities in which new investments are permitted,
(2) prohibited new investments, (3) individual credit exposure limits and
(4) portfolio characteristics. Household has unconditionally and irrevocably
guaranteed, as primary obligor, full payment and performance by its affiliated
reinsurers. AH Life has the right to terminate the PPA and COLI reinsurance
agreements by recapture of the related assets and liabilities if Household
does not take a required action under the guarantee agreements within 90 days
of a triggering event. AH Life has the option to terminate the PPA and COLI
reinsurance agreements on the seventh anniversary of the acquisition, by
recapturing the related assets and liabilities at an agreed-upon price or
their then current fair values as independently determined.
As of December 31, 1998 and 1997, JP Financial had a reinsurance recoverable
of $95 and $97 from a single reinsurer, pursuant to a 50% coinsurance
agreement. JP Financial and the reinsurer are joint and equal owners in $191
and $195 of securities and short-term investments as of December 31, 1998 and
1997, 50% of which is included in investments in the accompanying consolidated
balance sheets.
Reinsurance contracts do not relieve an insurer from its primary obligation
to policyholders. Therefore, the failure of a reinsurer that is party to a
contract with a subsidiary to discharge its reinsurance obligations could
result in a loss to the subsidiary. The Company regularly evaluates the
financial condition of its reinsurers and monitors concentrations of credit
risk related to reinsurance activities. No significant credit losses have
resulted from the reinsurance activities of the subsidiaries during the three
years ended December 31, 1998.
53
<PAGE>
The effects of reinsurance on total premiums and other considerations and
total benefits are as follows:
<TABLE>
<CAPTION>
Year ended December 31
--------------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Premiums and other considerations, before
effect of reinsurance ceded $1,217 $1,233 $1,121
Less premiums and other considerations ceded 168 98 127
------ ------ ------
Net premiums and other considerations $1,049 $1,135 $ 994
====== ====== ======
Benefits, before reinsurance recoveries $1,654 $1,648 $1,498
Less reinsurance recoveries 347 249 287
------ ------ ------
Net benefits $1,307 $1,399 $1,211
====== ====== ======
</TABLE>
Note 16. Segment Information
The Company has four reportable segments which are defined based on the nature
of the products and services offered: Life Insurance Products, Annuity and
Investment Products (AIP), Communications, and Corporate and Other. The Life
Insurance Products segment offers a wide array of life and health insurance
through captive agents (career and home service agency forces), independent
agents (recruited through independent marketing organizations and a regional
marketing network) and financial institutions, as well as offering group
insurance products for employers and their employees primarily in the South
and Southeast. AIP offers fixed and variable annuities and investment
products through proprietary and independent agents, financial institutions,
investment professionals and broker-dealers. The Communications segment
consists principally of radio and television broadcasting and sports program
production. The Corporate and Other segment includes activities of the parent
company and passive investment affiliates, surplus of the life insurance
subsidiaries not otherwise allocated to reportable segments including earnings
thereon, and all of the Company's realized gains and losses. Surplus is
allocated to the Life Insurance Products and AIP reportable segments based on
risk-based capital formulae which give consideration to asset/liability and
general business risks, as well as the Company's strategies for managing those
risks. Various distribution channels and/or product classes related to the
Company's life insurance, annuity and investment products have been aggregated
in the Life Insurance and AIP reporting segments.
The segments are managed separately because of the different products,
distribution channels and marketing strategies each employs. The Company
evaluates performance based on several factors, of which the primary financial
measure is operating income or loss, which excludes realized gains and losses.
The accounting policies of the business segments are the same as those
described in the summary of significant accounting policies (Note 2).
Substantially all the Company's revenue is derived from sales within the
United States, and foreign assets are not material. The following table
summarizes financial information regarding the Company's reportable segments:
<TABLE>
<CAPTION>
December 31
-----------------
1998 1997
------- -------
<S> <C> <C>
Assets
Life Insurance Products $12,579 $11,684
AIP 6,495 6,525
Communications 222 218
Corporate & other 5,042 4,704
------- -------
Total assets $24,338 $23,131
======= =======
</TABLE>
54
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Revenues
Life Insurance Products $1,737 $1,698 $1,370
AIP 506 499 442
Communications 195 190 189
Corporate & other 79 80 77
------ ------ ------
2,517 2,467 2,078
Realized investment gains, before tax 93 111 47
------ ------- ------
Total revenues $2,610 $2,578 $2,125
====== ====== ======
Operating income and reconciliation to
net income available to common stockholders
Life Insurance Products $ 245 $ 194 $ 150
AIP 71 63 55
Communications 32 28 28
Corporate & other 12 12 27
------ ------ ------
Total operating income 360 297 260
Realized investment gains, net of tax 58 73 31
------ ------ ------
Net income available to common
stockholders $ 418 $ 370 $ 291
====== ====== ======
Net investment income
Life Insurance Products $ 719 $ 618 $ 460
AIP 425 429 371
Communications (5) (5) -
Corporate & other 63 61 62
------ ------ ------
Total net investment income $1,202 $1,103 $ 893
====== ====== ======
Net deferral of deferred policy acquisition costs and
value of business acquired
Life Insurance Products $ (55) $ (60) $ (12)
AIP (11) (23) (14)
------ ------ ------
Net deferral reflected in operating income (66) (83) (26)
Amortization on realized investment gains 8 - -
------ ------ ------
Net deferral of deferred policy
acquisition costs and value of
business acquired $ (58) $ (83) $ (26)
====== ====== ======
Income tax expense
Life Insurance Products $ 130 $ 102 $ 77
AIP 38 34 29
Communications 22 17 17
Corporate & other 1 4 10
------ ------ ------
Total operating income tax expense 191 157 133
Income tax expense on realized
investment gains 35 38 16
------ ------ ------
Total income tax expense $ 226 $ 195 $ 149
====== ====== ======
</TABLE>
The Company allocates depreciation expense to Life Insurance and AIP;
however, the related fixed assets are not allocated to these operating
segments.
55
<PAGE>
Note 17. Other Comprehensive Income
Comprehensive income and its components are displayed in the statements of
stockholders' equity. Currently, the only element of other comprehensive
income applicable to the Company is changes in unrealized gains and losses on
securities classified as available for sale, which are displayed in the
following table, along with related tax effects. See Note 4 for further
detail of changes in the Company's unrealized gains on securities available
for sale.
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Unrealized holding gains arising during period,
before taxes $147 $370 $ 11
Income taxes (51) (129) (4)
---- ---- ----
Unrealized holding gains arising during period,
net of taxes 96 241 7
---- ---- ----
Less: reclassification adjustment
Gains realized in net income 67 103 51
Income taxes (24) (36) (20)
---- ---- ----
Reclassification adjustment for gains realized
in net income 43 67 31
---- ---- ----
Other comprehensive income (loss) - net
unrealized gains $ 53 $174 $(24)
==== ==== ====
</TABLE>
Note 18. Disclosures About Fair Value of Financial Instruments
The carrying values and fair values of financial instruments as of December 31
are summarized as follows:
<TABLE>
<CAPTION>
1998 1997
--------------- --------------
Carrying Fair Carrying Fair
Value Value Value Value
------- ------- ------- -------
<S> <C> <C> <C> <C>
Financial Assets
Debt securities available for sale $10,958 $10,958 $10,155 $10,155
Debt securities held to maturity 3,545 3,699 3,790 3,892
Equity securities available for sale 949 949 893 893
Mortgage loans 1,969 2,124 1,716 1,783
Policy loans 1,439 1,525 1,422 1,465
Financial Liabilities
Annuity contract liabilities in 4,959 4,785 5,141 4,939
accumulation phase
Commercial paper and revolving credit
borrowings 289 289 285 285
Exchangeable Securities and other debt 327 338 331 341
Securities sold under repurchase agreements 292 292 95 95
Capital Securities 300 333 300 319
Mandatorily redeemable preferred stock 3 3 53 53
</TABLE>
The fair values of cash, cash equivalents, balances due on account from agents,
reinsurers and others, and accounts payable approximate their carrying amounts
as reflected in the consolidated balance sheets due to their short-term
maturity or availability. Assets and liabilities related to the Company's
separate accounts are reported at fair value in the accompanying consolidated
balance sheets.
The fair values of debt and equity securities have been determined from
nationally quoted market prices and by using values supplied by independent
pricing services and discounted cash flow techniques. These fair values are
disclosed together with carrying amounts in Note 4.
The fair value of the mortgage loan portfolio has been estimated by
discounting expected future cash flows using the interest rate currently
offered for similar loans.
56
<PAGE>
The fair value of policy loans outstanding for traditional life products has
been estimated using a current risk-free interest rate applied to expected
future loan repayments projected based on historical repayment patterns. The
fair values of policy loans on universal life-type and annuity products
approximate carrying values due to the variable interest rates charged on
those loans.
Annuity contracts issued by the Company do not generally have defined
maturities. Therefore, fair values of the Company's liabilities under annuity
contracts, the carrying amounts of which are included with policyholder
contract deposits in the accompanying consolidated balance sheets, are
estimated to equal the cash surrender values of the underlying contracts.
The fair values of commercial paper and revolving credit borrowings
approximate their carrying amounts due to their short-term nature. Similarly,
the fair value of the liability for securities sold under repurchase
agreements approximates its carrying amount, which includes accrued interest.
With respect to the Exchangeable Securities, the fair value of the ACES is
based on its nationally quoted market price. The fair value of the MEDS,
which are not publicly traded, is estimated based on the value holders would
have received had the MEDS been redeemable as of year end (which was derived
based on the market price of BankAmerica stock as of year end).
The fair value of the Capital Securities was determined based on market
quotes for the securities.
The fair value of the Company's mandatorily redeemable preferred stock
approximates its stated amount because its dividend rate is adjustable.
Interest rate swaps that hedge direct investments classified as available for
sale are recorded at fair value (1998 - gain of $11; 1997 - gain of $5) and
are included in the carrying value of debt securities available for sale. The
fair value of interest rate swaps that hedge direct investments classified as
held to maturity and that hedge annuity contract deposits (1998 - gain of $2;
1997 - gain of $1) have not been recorded in the consolidated balance sheets.
Note 19. Commitments and Contingent Liabilities
The Company routinely enters into commitments to extend credit in the form of
mortgage loans and to purchase certain debt instruments for its investment
portfolio in private placement transactions. The fair value of outstanding
commitments to fund mortgage loans and to acquire debt securities in private
placement transactions, which are not reflected in the consolidated balance
sheet, approximates $148 as of December 31, 1998.
The Company leases electronic data processing equipment and field office space
under noncancelable operating lease agreements. The lease terms generally
range from three to five years. Neither annual rent nor future rental
commitments are significant.
JPCC has commitments for purchases of syndicated television programming and
future sports programming rights of approximately $121 as of December 31,
1998. These commitments are not reflected as an asset or liability in the
accompanying 1998 consolidated balance sheet because these programs are not
currently available for use.
JP Life is a defendant in a proposed class action suit, and AH Life is a
defendant in a separate proposed class action suit. Each suit alleges
deceptive practices, fraudulent and negligent misrepresentation and breach of
contract in the sale of certain life insurance policies using policy
illustrations which plaintiffs claim were misleading. Unspecified compensatory
and punitive damages, costs and equitable relief are sought in each case.
While management is unable to make a meaningful estimate of the amount or
range of loss that could result from an unfavorable outcome in either or both
cases, management believes that it has made appropriate disclosures to
policyholders as a matter of practice, and intends to vigorously defend its
position.
57
<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, although it could have a material adverse effect on the results
of operations for a specific period.
- ------------------------------------------------------------------------------
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
Information under the heading "Proposal I - Election of Directors"
in the Registrant's definitive Proxy Statement for the Annual Meeting to be
held on May 3, 1999 (Proxy Statement) is incorporated herein by reference.
Executive Officers are described in Part I above. Information under the
heading "Stock Ownership" in the Proxy Statement relating to the absence of
any delinquent filers under Section 16(a) of the Securities Exchange Act of
1934 is incorporated herein by reference.
Item 11. Executive Compensation
Information under the heading "Executive Compensation" in the Proxy
Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information under the heading "Stock Ownership" in the Proxy Statement
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information under the heading "Is the Compensation Committee
Independent?" in the Proxy Statement is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The response to this portion of Item 14 is submitted as a
separate section of this report. (See F-1.) The List and Index of Exhibits
is included on page E-1 of this report.
(b) No Form 8-K was filed in the fourth quarter 1998. A Form 8-K was
filed as of February 8, 1999 to report amendments to the Company's shareholder
rights plan, including an increase in the rights exercise price and an
extension of the plan.
(c) Exhibits are submitted as a separate section of this report.
(See E-1.)
(d) Financial Statement Schedules - The response to this portion of
Item 14 is submitted as a separate section of this report. (See F-1.)
58
<PAGE>
Undertakings
For the purposes of complying with the amendments to the rules
governing Form S-8 under the Securities Act of 1933, the undersigned
registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on
Form S-8 Nos. 2-36778 (filed March 23, 1970) and 2-56410 (filed May 12, 1976)
and 33-30530 (filed August 15, 1989), and in outstanding effective
registration statements on Form S-16 included in such S-8 filings:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
BY (SIGNATURE) /s/ David A. Stonecipher
(NAME AND TITLE) David A. Stonecipher
Chairman, President and Director
(Also signing as Principal
Executive Officer)
DATE March 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
BY (SIGNATURE) /s/ Dennis R. Glass
NAME AND TITLE) Dennis R. Glass
Executive Vice President and Treasurer
(Principal Financial Officer)
DATE March 26, 1999
BY (SIGNATURE) /s/ Reggie D. Adamson
(NAME AND TITLE) Reggie D. Adamson
Senior Vice President, Finance
(Principal Accounting Officer)
DATE March 26, 1999
BY (SIGNATURE) /s/ Edwin B. Borden*
(NAME AND TITLE) Edwin B. Borden, Director
DATE March 26, 1999
59
<PAGE>
BY (SIGNATURE) /s/ William H. Cunningham*
(NAME AND TITLE) William H. Cunningham, Director
DATE March 26, 1999
BY (SIGNATURE) /s/ Robert G. Greer*
(NAME AND TITLE) Robert G. Greer, Director
DATE March 26, 1999
BY (SIGNATURE) /s/ George W. Henderson, III*
(NAME AND TITLE) George W. Henderson, III
DATE March 26, 1999
BY (SIGNATURE) /s/ E. S. Melvin*
(NAME AND TITLE) E. S. Melvin, Director
DATE March 26, 1999
BY (SIGNATURE) /s/ Kenneth C. Mlekush*
(NAME AND TITLE) Kenneth C. Mlekush, Director
DATE March 26, 1999
BY (SIGNATURE) /s/ William P. Payne*
(NAME AND TITLE) William P. Payne, Director
DATE March 26, 1999
BY (SIGNATURE) /s/ Patrick S. Pittard*
(NAME AND TITLE) Patrick S. Pittard, Director
DATE March 26, 1999
BY (SIGNATURE) /s/ Donald S. Russell, Jr.*
(NAME AND TITLE) Donald S. Russell, Jr., Director
DATE March 26, 1999
BY (SIGNATURE) /s/ Robert H. Spilman*
(NAME AND TITLE) Robert H. Spilman, Director
DATE March 26, 1999
*BY /s/ Robert A. Reed
Robert A. Reed, Attorney-in-Fact
March 26, 1999
59
<PAGE>
FORM 10-K - ITEM 14(A)(1) AND (2) AND (D)
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Jefferson-Pilot
Corporation and subsidiaries are included in Item 8.
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income - Years Ended December 31, 1998,
1997 and 1996
Consolidated Statements of Stockholders' Equity - Years Ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows - Years Ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements - December 31, 1998
The following consolidated financial statement schedules of Jefferson-Pilot
Corporation and subsidiaries are included in Item 14(d).
- Pages -
Schedule I - Summary of Investments - Other Than Investments
in Related Parties F-2
Schedule II - Financial Statements of Jefferson-Pilot Corporation:
Condensed Balance Sheets as of December 31, 1998 and 1997 F-3
Condensed Statements of Income for the Years Ended
December 31, 1998, 1997 and 1996 F-4
Condensed Statements of Cash Flows for the Years
Ended December 31, 1998, 1997 and 1996 F-5
Note to Condensed Financial Statements F-6
Schedule III - Supplementary Insurance Information F-7
Schedule IV - Reinsurance F-8
Schedule V - Valuation and Qualifying Accounts F-9
List and Index of Exhibits E-1 - E-2
All other schedules required by Article 7 of Regulation S-X are not
required under the related instructions or are inapplicable and therefore
have been omitted.
F-1
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule I - Summary of Investments - Other than Investments in Related Parties
December 31, 1998
In millions
<CAPTION>
Column A Column B Column C Column D
- ------------------------------- -------- -------- -------------
Amount
at Which
Shown in the
Consolidated
Type of Investment Cost (a) Value Balance Sheet
- ------------------------------- -------- -------- -------------
<S> <C> <C> <C>
Debt securities:
Bonds and other debt instruments:
United States Treasury obligations
and direct obligations of U. S.
Government agencies $ 316 $ 339 $ 339
Federal agency issued collateralized
mortgage obligations 2,610 2,728 2,728
Obligations of states, municipalities
and political subdivisions (b) 25 25 25
Obligations of public utilities (b) 1,443 1,531 1,497
Corporate obligations (b) 8,003 8,312 8,192
Corporate private-labeled
collateralized mortgage obligations 1,633 1,706 1,706
Redeemable preferred stocks 15 16 16
------- ------- -------
Total debt securities 14,045 14,657 14,503
------- ======= -------
Equity securities:
Common stocks:
Public utilities 42 200 200
Banks, trust and insurance companies 15 587 587
Industrial and all other 19 144 144
Nonredeemable preferred stocks 18 18 18
------- ------- -------
Total equity securities 94 949 949
------- ======= -------
Mortgage loans on real estate (c) 2,000 1,969
Real estate acquired by foreclosure (c) 1 1
Other real estate held for investment 85 85
Policy loans 1,439 1,439
Other long-term investments 32 32
------- -------
Total investments $17,696 $18,978
======= =======
</TABLE>
a. Cost of debt securities is original cost, reduced by repayments
and adjusted for amortization of premiums and accrual of
discounts. Cost of equity securities is original cost. Cost of
mortgage loans on real estate and policy loans represents
aggregate outstanding balances. Cost of real estate acquired by
foreclosure is the originally capitalized amount, reduced by
applicable depreciation. Cost of other real estate held for
investment is depreciated original cost.
b. Differences between amounts reflected in Column B or Column C
and amounts at which shown in the consolidated balance sheet
reflected in Column D result from the application of SFAS 115,
Accounting for Certain Investments in Debt and Equity
Securities. A portion of bonds and debt securities are recorded
as investments held to maturity at amortized cost and a portion
are recorded as investments available for sale at fair value.
c. Differences between cost reflected in Column B and amounts at
which shown in the consolidated balance sheet reflected in
Column D result from valuation allowances.
F-2
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Balance Sheets of Jefferson-Pilot Corporation
December 31, 1998 and 1997
In millions (except share information)
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
ASSETS
Cash and investments:
Cash and cash equivalents $ - $ 2
Investment in subsidiaries 4,019 3,753
Other investments 4 3
------ -----
Total cash and investments 4,023 3,758
Deferred income tax assets 15 17
Other assets 14 20
------ -----
$4,052 $3,795
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable, short-term $ 289 $ 285
Exchangeable Securities 325 327
Notes payable, subsidiaries 343 414
Payables and accruals 8 5
Dividends payable 31 28
Income taxes payable 4 4
------ ------
Total liabilities 1,000 1,063
------ ------
Commitments & contingent liabilities
Stockholders' equity :
Common stock, par value $1.25 per share,
authorized 1998 and 1997: - 350,000,000;
issued: 1998 - 105,896,185 shares;
1997 - 106,278,409 shares 133 93
Retained earnings, including equity in
undistributed net income of subsidiaries
1998 - $1,729, 1997 - $1,489 2,191 1,964
Accumulated other comprehensive income -
net unrealized gains on securities 728 675
------ ------
Total stockholders' equity 3,052 2,732
------ ------
$4,052 $3,795
====== ======
See Note to Condensed Financial Statements.
</TABLE>
F-3
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Income of Jefferson-Pilot Corporation
Years Ended December 31, 1998, 1997 and 1996
In millions
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Income:
Dividends from subsidiaries:
Jefferson-Pilot Life Insurance Company $ 120 $ 337 $ 120
Alexander Hamilton Life Insurance Company 70 - -
Jefferson-Pilot Communications Company 25 29 23
Other subsidiaries 20 25 13
----- ----- -----
235 391 156
Other investment income, including interest
from subsidiaries, net 1 4 3
Realized investment gains - 14 2
----- ----- -----
Total income 236 409 161
Financing costs 67 55 24
Other expenses 20 20 20
----- ----- -----
Income before income taxes and
equity in undistributed net
income of subsidiaries 149 334 117
Income taxes (benefits) (29) (20) (15)
----- ----- -----
Income before equity in
undistributed net income of
subsidiaries 178 354 132
----- ----- -----
Equity in undistributed net income of
subsidiaries:
Jefferson-Pilot Life Insurance Company 89 (129) 80
Alexander Hamilton Life Insurance Company 29 88 60
Jefferson-Pilot Communications Company 7 (1) 5
Jefferson Pilot Financial Insurance Company 80 54 -
Other subsidiaries, net 35 4 14
----- ----- -----
240 16 159
----- ----- -----
Net income available to common stockholders $ 418 $ 370 $ 291
===== ===== =====
See Note to Condensed Financial Statements.
</TABLE>
F-4
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Cash Flows of Jefferson-Pilot Corporation
Years Ended December 31, 1998, 1997 and 1996
In millions
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ 418 $ 370 $ 291
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in undistributed net income
of subsidiaries (240) (16) (159)
Realized investment gains - (14) (2)
Change in accrued items and other
adjustments, net 8 12 (13)
---- ---- ----
Net cash provided by operating
activities 186 352 117
---- ---- ----
Cash Flows from Investing Activities:
Purchases of investments - (22) (4)
Proceeds from sales of investments - 57 6
Acquisition of Jefferson Pilot Financial
Insurance Company - (786) -
Other returns from (investments in)
subsidiaries 27 (42) 7
Other, net - (2) -
---- ---- -----
Net cash provided by (used in)
investing activities 27 (795) 9
---- ---- -----
Cash Flows from Financing Activities:
Cash dividends (122) (113) (99)
Common stock transactions, net (26) 4 (25)
Proceeds from external borrowings 5,155 2,815 -
Repayments of external borrowings (5,151) (2,603) (8)
Borrowings from subsidiaries, net (71) 333 12
----- ----- -----
Net cash (used in) provided
by financing activities (215) 436 (120)
----- ----- -----
Net increase (decrease) in
cash and cash equivalents (2) (7) 6
Cash and cash equivalents:
Beginning 2 9 3
----- ----- -----
Ending $ - $ 2 $ 9
===== ===== =====
See Note to Condensed Financial Statements.
</TABLE>
F-5
<PAGE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule II- Note to Condensed Financial Statements
of Jefferson-Pilot Corporation
Note 1. Basis of Presentation and Significant Accounting Policies
The accompanying financial statements comprise a condensed
presentation of financial position, results of operations and
cash flows of Jefferson-Pilot Corporation (the "Company") on a
separate-company basis. These condensed financial statements do
not include the accounts of the Company's majority-owned
subsidiaries, but instead include the Company's investment in
those subsidiaries, stated at amounts which are equal to the Company's
equity in the subsidiaries' net assets. Therefore the accompanying
financial statements are not those of the primary reporting entity.
The consolidated financial statements of the Company and its
subsidiaries are included in the Form 10-K for the year ended
December 31, 1998.
Additional information about (1) accounting policies pertaining to
investments and other significant accounting policies applied by
the Company and its subsidiaries, (2) debt and (3) commitments
and contingent liabilities are as set forth in Notes 2, 8 and 19,
respectively, to the consolidated financial statements of Jefferson-Pilot
Corporation and subsidiaries which are included in the Form 10-K
for the year ended December 31, 1998.
F-6
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule III - Supplementary Insurance Information For the Years Indicated
In millions
<CAPTION>
Column A Column B Column C Column D Column E Column F
---------------- --------- ---------- ----------- ---------- ------------
Deferred
Policy
Acquisition Future Policy Deferred
Costs and Benefits and Revenue and Other Policy
Value of Policyholder Premiums Claims and Premiums
Business Contract Collected Benefits and Other
Segment Acquired Deposits in Advance Payable (a) Considerations
---------------- --------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
As of or Year Ended
December 31, 1998
Life insurance products $1,234 $10,390 $56 $532 $1,017
AIP 178 6,668 - 21 17
Corporate and other - - - - 15
------ ------- --- ---- ------
Total $1,412 $17,058 $56 $553 $1,049
====== ======= === ==== ======
As of or Year Ended
December 31, 1997
Life insurance products $1,192 $10,003 $47 $586 $1,081
AIP 172 6,838 - 23 35
Corporate and other - - - - 19
------ ------- --- ---- ------
Total $1,364 $16,841 $47 $609 $1,135
====== ======= === ==== ======
As of or Year Ended
December 31, 1996
Life insurance products $ 777 $ 6,603 $40 $473 $ 910
AIP 157 6,479 - 24 66
Corporate and other - - - - 18
------ ------- --- ---- ------
Total $ 934 $13,082 $40 $497 $ 994
====== ======= === ==== ======
</TABLE>
<TABLE>
<CAPTION>
Column A Column G Column H Column I Column J
---------------- --------- --------- ----------- ------------
Amortization
of Deferred
Policy
Benefits, Acquisition
Claims, Costs and
Net Losses and Value of Other
Investment Settlement Business Operating
Segment Income Expenses Acquired Expenses (b)
---------------- --------- --------- ----------- ------------
<S> <C> <C> <C> <C>
As of or Year Ended
December 31, 1998
Life insurance products $ 719 $ 993 $151 $ 217
AIP 425 299 28 69
Communications (5) - - 141
Corporate and other 63 15 - 27
------ ------ ---- ----
Total $1,202 $1,307 $179 $454
====== ====== ==== ====
As of or Year Ended
December 31, 1997
Life insurance products $ 618 $1,057 $126 $ 219
AIP 429 326 25 50
Communications (5) - - 146
Corporate and other 61 16 - 22
------ ------ ---- ----
Total $1,103 $1,399 $151 $437
====== ====== ==== ====
As of or Year Ended
December 31, 1996
Life insurance $ 460 $ 883 $102 $ 159
AIP 371 317 19 22
Communications - - - 144
Corporate and other 62 11 - 25
------ ------ ---- ----
Total $ 893 $1,211 $121 $350
====== ====== ==== ====
</TABLE>
a. Other policy claims and benefits payable include dividend
accumulations and other policyholder funds on deposit, policy
and contract claims (life and annuity and accident and health),
dividends for policyholders and other policy liabilities.
b. Expenses related to the management and administration of investments
have been netted with investment income in the determination of net
investment income. Such expenses amounted to $68 in 1998, $56
in 1997,and $55 in 1996.
F-7
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule IV - Reinsurance For the Years Indicated
In millions
<CAPTION>
Column A Column B Column C Column D Column E Column F
- --------------------------- ------------ --------- --------- ---------- ----------
Percentage
Ceded to Assumed of Amount
Other From Other Assumed to
Gross Amount Companies Companies Net Amount Net <F2>
------------ --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1998:
Life insurance in force
at end of year $ 172,351 $ 48,592 $ 29 $ 123,788 0.0%
Premiums: <F1> $ 1,207 $ 168 $ 10 $ 1,049 1.0%
Year Ended December 31, 1997:
Life insurance in force
at end of year $ 175,267 $ 42,214 $ 186 $ 133,239 0.1%
Premiums: <F1> $ 1,223 $ 98 $ 10 $ 1,135 1.0%
Year Ended December 31, 1996:
Life insurance in force
at end of year $ 109,407 $ 30,486 $ 50 $ 78,971 0.1%
Premiums: <F1> $ 1,119 $ 127 $ 2 $ 994 0.2%
<FN>
<F1> Included with life insurance premiums are premiums on ordinary life
insurance products and policy charges on interest-sensitive products.
<F2> Percentage of amount assumed to net is computed by dividing the
amount in Column D by the amount in Column E.
</FN>
</TABLE>
F-8
<PAGE>
<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule V - Valuation and Qualifying Accounts December 31, 1998
In millions
<CAPTION>
Column A Column B Column C Column D Column E
------------------ --------- --------- -------- ---------- ---------
Additions
---------------------
Charged to
Balance at Realized Charged Balance at
Beginning Investment to Other End
Description of Period Gains Accounts Deductions of Period
------------------ --------- --------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1998:
Valuation allowance
for mortgage loans
on real estate $ 27 $ 4 $ - $ - $ 31
========= ========= ======== ========== =========
1997:
Valuation allowance
for mortgage loans
on real estate $ 27 $ - $ - $ - $ 27
========= ========= ======== ========== =========
1996:
Valuation allowance
for mortgage loans
on real estate $ 27 $ - $ - $ - $ 27
========= ========= ======== ========== =========
</TABLE>
F-9
List and Index of Exhibits
Reference
Per Exhibit
Table Description of Exhibit Page
- ---------- ------------------------------------------------- -----
(2) (i) Plan of acquisition - Life and Health
Agreement in Connection with the Rehabilitation
of Kentucky Central Life Insurance Company is
incorporated by reference to Form 10-Q for the
third quarter 1994. -
(ii) Stock Purchase Agreement by and among
Household Group, Inc., Household International,
Inc., Alexander Hamilton Life Insurance Company
of America, and Jefferson-Pilot Corporation dated
August 9, 1995, is incorporated by reference to
Form 8-K for October 6, 1995 (confidential treatment
requested with respect to certain portions thereof).
Exhibits set forth in the Stock Purchase Agreement
have been omitted and will be furnished supplementally
to the Commission upon request. -
(iii) Stock Purchase Agreement dated as of February 23,
1997 between Jefferson-Pilot Corporation and The
Chubb Corporation (confidential treatment was
granted with respect to certain portions thereof),
is incorporated by reference to Form 10-K/A for 1996.
Exhibits and Schedules to the Stock Purchase
Agreement were omitted and were furnished
supplementally to the Commission. -
(3) (i) Articles of Incorporation and amendments that have
been approved by shareholders are incorporated by
reference to Form 10-Q for the first quarter 1996. -
(ii) By-laws as amended February 9, 1998 are
incorporated by reference to Form 10-K for 1997. -
(4) (i) Amended and Restated Rights Agreement dated
November 7, 1994 between Jefferson-Pilot Corporation
and First Union National Bank, as Rights Agent, was
included in Form 8-K for November 7, 1994, and
Amendment to Rights Agreement dated February 8, 1999
was included in Form 8-K for February 8, 1999; both
are incorporated by reference. -
(ii) Amended and Restated Credit Agreement dated as of
May 7, 1997 among the Registrant and the banks
named therein, and NationsBank, N.A., as Agent,
is not being filed because the total amount of
borrowings available thereunder does not exceed
10% of total consolidated assets. The Registrant
agrees to furnish a copy of the Credit Agreement
to the Commission upon request. -
(10) The following contracts and plans:
(i) Employment contract between the Registrant and
David A. Stonecipher, an executive officer,
effective September 15, 1997 is incorporated by
reference to Form 10-Q for the third quarter 1997. -
(ii) Employment contract between the Registrant and
John D. Hopkins, an executive officer, effective
April 19, 1996 is incorporated by reference to
Form 10-Q for the first quarter 1996. -
(iii) Employment contract between the Registrant and
Dennis R. Glass, an executive officer, effective
October 18, 1996 is incorporated by reference to
Form 10-K for 1996. -
(iv) Employment contract between the Registrant and
E. J. Yelton, an executive officer, effective
October 18, 1996 is incorporated by reference to
Form 10-K for 1996. -
E-1
<PAGE>
(v) Employment contract between the Registrant and
Theresa M. Stone, an executive officer, effective
July 1, 1997 is incorporated by reference to
Form 10-Q for the second quarter 1997. -
(vi) Long Term Stock Incentive Plan, as amended,
subject to shareholder approval. E-
(vii) Non-Employee Directors' Stock Option Plan,
as amended, subject to shareholder approval. E-
(viii) Jefferson-Pilot Life Insurance Company
Supplemental Benefit Plan and Executive Special
Supplemental Benefit Plan is incorporated by
reference to Form 10-K for 1994. -
(ix) Management Incentive Compensation Plan for
Jefferson-Pilot Corporation and its insurance
subsidiaries is incorporated by reference to
Form 10-K for 1997. -
(x) Deferred Fee Plan for Non-Employee Directors,
as amended. E-
(xi) Executive Change in Control Severance Plan. E-
(21) Subsidiaries of the Registrant E-
(23) Consent of Independent Auditors E-
(24) Power of Attorney Form E-
(27) Financial Data Schedule E-
E-2
<PAGE>
EXHIBIT 10(vi)
JEFFERSON-PILOT CORPORATION
LONG TERM STOCK INCENTIVE PLAN
This Long Term Stock Incentive Plan (the "Plan") of Jefferson-
Pilot Corporation (the "Corporation") reflects amendments effective
February 8 and May 3, 1999 to the Corporation's Long Term Stock
Incentive Plan as amended and restated in 1995 (the "Original
Plan").
1. Purpose of the Plan.
The purpose of the Plan is to provide further incentive to,
and to encourage stock ownership by, the officers, employees and
agents of the Corporation and its subsidiaries (the "Company").
The Plan is intended to benefit the Company and its shareholders by
attracting, retaining and motivating highly qualified employees and
agents and by providing increased incentive to such employees and
agents while also helping to align their interests more closely
with those of shareholders.
2. Administration.
The Plan shall be administered by the Compensation Committee
(the "Committee") of the Corporation's Board of Directors (the
"Board") exclusive of any member who is not an outside Director
(within the meaning of Section 162(m) of the Internal Revenue Code)
or a non-employee Director within the meaning of Rule 16b-3 ("Rule
16b-3") under the Securities Exchange Act of 1934 (the "1934 Act").
The Committee shall have exclusive authority to interpret the Plan,
to establish and revise rules and regulations relating to the Plan
and its administration and to make any other determination which it
believes necessary or advisable for the administration of the Plan.
Decisions of the Committee shall be final and binding upon all
persons having an interest in the Plan.
Subject to the terms and conditions of the Plan, the Committee
shall have the exclusive authority to identify the individuals
eligible to receive awards under the Plan and to make awards of
stock options, stock appreciation rights and stock grants which may
include Long Term Incentive Program ("LTIP") awards. Consistent
with the provisions of the Plan, the Committee shall establish the
terms, conditions and duration of each award made under the Plan.
3. Eligibility.
Awards under the Plan may be made only to employees of the
Company or to insurance agents who represent one or more of the
Company's life insurance subsidiaries. The Committee may designate
one or more classes of participants under the Plan. "Employee"
includes full-time life insurance agents who are employees for
Social Security tax purposes.
The aggregate number of shares covered by options awarded to
an individual during any calendar year shall not exceed 500,000,
subject to adjustment pursuant to Section 12, and the total LTIP
payout to an individual during any calendar year shall not exceed
$800,000.
No option, stock appreciation right or stock grant may be
granted to any person who, immediately after the time of the award,
owns 10 percent or more of the common stock of the Corporation or
one of its subsidiaries. For this purpose, all outstanding options
and stock appreciation rights awarded to an individual shall be
considered stock owned by the individual.
4. Stock Subject to the Plan.
There shall be reserved for purposes of the Plan, subject to
adjustment pursuant to Section 12, four million shares of the
common stock of the Corporation ("common stock") plus such number
of shares of common stock as remain reserved as of May 3, 1999
under the Original Plan. Any shares subject to an option or other
award under the Plan which for any reason expires or is terminated
unexercised or unvested as to such shares, any previously acquired
common stock that is tendered as payment for an option being
exercised and any shares withhold for taxes shall be available for
further use under the Plan, to the extent not restricted by Rule
16b-3.
Restricted and unrestricted stock grants shall be limited to
10% of the total shares reserved for the Plan, subject to
adjustment pursuant to Section 12.
5. Option Price.
The exercise price of all options and stock appreciation
rights awarded pursuant to the Plan shall be set by the Committee
and shall not be less than the Fair Market Value of the common
stock on the date the award is made.
"Fair Market Value" of the common stock on any date shall be
the closing price on that date (or if the Committee so determines
as to ISO's, the mean between the high and low trading prices)
based upon its consolidated trading as generally reported. For any
date on which the stock is not traded, Fair Market Value shall be
such price on the next preceding trading day.
6. Types of Options.
All stock options shall represent the right to purchase common
stock and shall be non-qualified stock options unless the Committee
has specified, at the time of grant, that options are Incentive
Stock Options ("ISO's") under Section 422 of the Internal Revenue
Code. The grant, exercise or lapse of an ISO (or non-qualified
stock option) shall not increase, decrease or otherwise affect the
terms or conditions attached to the grant, exercise or lapse of a
non-qualified stock option (or ISO).
The aggregate Fair Market Value (determined at the time the
option is granted) of the stock with respect to which ISO's first
become exercisable by an employee during any calendar year shall
not exceed $100,000. If the Company establishes any other ISO
plan, the $100,000 limit shall apply to ISO's first exercisable in
any calendar year under all of the Company's plans.
7. Limitations on Exercise.
Each option or stock appreciation right shall be exercisable
for such period as the Committee shall determine, including a
period after termination of employment or an agent's contract, but
for not more than ten years after the date of grant thereof.
8. Exercise of Option.
The option price for the shares purchased under an option shall
be paid in full at the time of exercise, in cash or by the
surrender of shares of common stock of the Corporation valued at
Fair Market Value on the date of exercise, or by any combination of
cash and such shares. Exercise shall be effective upon receipt by
the Secretary of the Corporation of notice of such exercise
accompanied by proper payment.
9. Stock Purchase Savings Account
The Committee may require that any, certain classes or all
individuals receiving specified options establish and maintain a
Stock Purchase Savings Account. The purpose of such account would
be to accumulate by payroll deduction on the exercise date of the
option an amount sufficient to fully pay for the number of option
shares, including an allowance for interest on the account at a
rate and under conditions determined by the Committee.
10. Stock Appreciation Rights.
The Committee may grant stock appreciation rights to eligible
individuals, either separately or in tandem with stock options.
The Committee shall determine the time and conditions of
exercisability and whether the stock appreciation shall be payable
in common stock, cash or a combination of both. The grant,
exercise or lapse of a stock appreciation right shall not increase,
decrease or otherwise affect the terms or conditions attached to
the grant, exercise or lapse of an ISO.
11. Stock Grants and LTIP.
The Committee may make stock grants to selected officers and
other employees and agents of the Corporation and its subsidiaries
to enable such persons to acquire stock on such terms and
conditions as the Committee determines are in the best interests of
the Company. Stock grants may be either Restricted Stock which
vests over time or subject to other conditions, or restricted or
unrestricted stock paid out upon the achievement of performance
goals established by the Committee. Discretionary, unrestricted
stock grants are not permitted.
The Committee may make LTIP awards payable in whole or part in
common stock. Until LTIP is revised by the Committee, LTIP payouts
shall be based on cumulative growth in the Company's operating
earnings per share (EPS). Participants selected by the Committee
shall be eligible for a payment each year, contingent upon the
Corporation's achieving levels, specified by the Committee, of
compound growth rate in cumulative operating earnings per share
("CGR") during the prior three years and continued service to the
end of the three year period. Payouts shall be expressed as a
percentage (which may vary according to the participant and the
level of CGR achieved, as specified by the Committee) of each
participant's salary during the last year of the three year
measurement period. The target amount shall be paid if the
targeted CGR is achieved. The threshold amount shall be paid if
50% of the targeted CGR is achieved; below 50% no payout shall be
made. The maximum amount shall be paid if 150% or more of the
targeted CGR is achieved. Payouts, if any, shall be made in a
50/50 ratio of cash and common stock valued at the fair market
value on the payment date.
12. Dilution and other Adjustments.
In the event of any change in the outstanding shares of the
common stock by reason of any stock split, stock dividend,
reorganization, recapitalization, merger, consolidation,
combination or exchange of shares, the sale, lease or conveyance of
all or substantially all of the assets of the Corporation, or other
relevant corporate change, such equitable adjustments shall be made
in the Plan, in the number of shares reserved for the Plan and in
the awards hereunder including the exercise price and number of
shares under outstanding options, as the Committee determines are
necessary or appropriate. Adjustments for stock splits and stock
dividends shall be automatic.
13. Change in Control.
In the event of a Change in Control, options and stock
appreciation rights may become immediately exercisable and may
remain exercisable for such periods not exceeding the original
terms thereof, restricted stock awards may immediately vest, and
long term incentive awards providing for restricted or unrestricted
stock payouts may be immediately settled, and any options or other
awards may be settled in cash, all as the Committee shall determine
either at or after the time of granting the options or making the
respective other awards. "Change in Control" may be defined by the
Committee in its sole discretion.
14. Miscellaneous Provisions.
(a) Rights as Shareholder. An optionee shall have no rights
as a holder of common stock with respect to options or stock
appreciation rights awarded hereunder, unless and until
certificates for shares of such stock are issued.
(b) Non-Transferability. Options and stock appreciation
rights shall not be assignable or transferable otherwise than by
will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order, and during an optionee's
lifetime shall be exercisable only by the optionee or a duly
appointed guardian or legal representative of the optionee.
However, the Committee may specify as to one or more optionees,
that limited transfers shall be permitted because of special
circumstances.
(c) Agreements. All options and stock appreciation rights
awarded under the Plan shall be evidenced by agreements or notices
containing such terms and conditions (not inconsistent with the
Plan) as the Committee shall specify.
(d) Government Regulations. The Plan and the awarding and
exercise of options hereunder shall be subject to all applicable
Federal and state laws and all rules and regulations issued
thereunder, including registration and private placement
restrictions, and the Board in its discretion may, subject to the
provisions of Section 16 hereof, make such changes in the Plan
(except such changes which by law must be approved by the
shareholders) or impose restrictions upon the exercise of options
as may be required to conform the Plan to such applicable laws,
rules and regulations.
(e) Costs, Expenses and Taxes. The costs and expenses of
administering the Plan shall be borne by the Company and not
charged to any optionee. Income and other taxes assessed on the
spread when an option or stock appreciation right is exercised and
on stock grants shall be the responsibility of the individual. Any
tax withholding required by law may be paid through the
Corporation's withholding of shares otherwise issuable upon
exercise, in accordance with procedures established by the
Committee and consistent with Section 16.
(f) No Right to Continue as an Employee or Agent. Neither
the Plan, nor the granting of an option, stock appreciation right
or stock grant or any other action taken pursuant to the Plan,
shall confer upon an individual any right to remain an employee or
agent or restrict the Company's right to take any personnel or
other action with respect to such individual.
(g) Notice. Any notice required or permitted to be given to
the Company under the Plan, including notice of exercise of any
awards, shall be in writing to the Secretary of the Corporation and
shall be effective upon receipt.
15. Amendment and Termination of the Plan.
(a) Amendment of the Plan. The Board may amend, suspend or
terminate the Plan at any time and from time to time, provided
however that without approval of the Corporation's shareholders, no
revision or amendment shall increase the number of shares reserved
for the Plan (except as provided in Section 12), reduce the minimum
exercise price specified in Section 5, extend the duration of the
Plan, change the designation of the class of employees eligible to
receive options or other awards (except as permitted by Rule 16b-
3), or materially increase the benefits accruing to participants
under the Plan. Further, no amendment or termination of the Plan
may alter or impair any rights or obligations of any award
previously made without the consent of the awardee.
(b) Termination. The Plan (but not any awards theretofore
made) shall in any event terminate on, and no awards shall be made
after, May 3, 2009.
16. Compliance with SEC Regulations.
It is the Corporation's intent that the Plan comply in all
respects with Rule 16b-3 and any related regulations and
interpretations. If any provision of this Plan is later found not
to be in compliance with such Rule and regulations, the provision
shall be limited in application to persons not affected by Rule
16b-3 if Rule 16b-3 so permits, and otherwise shall be deemed null
and void.
17. Section 162(m).
It is intended that the Plan comply fully with and meet all
the requirements of section 162(m) of the Code so that options,
stock appreciation rights, and LTIP awards granted hereunder and,
if determined by the Committee, restricted stock awards shall
constitute "performance-based" compensation within the meaning of
such section. If any provision of the Plan would disqualify the
Plan or would not otherwise permit the Plan to comply with section
162(m) as so intended such provision shall be construed or deemed
amended to conform to the requirements or provisions of section
162(m); provided that no such construction or amendment shall have
an adverse effect on the economic value to a holder of any option
or other award previously granted hereunder.
18. Governing Law.
The Plan shall be construed in accordance with and governed by
the laws of the State of North Carolina, excluding any choice of
law provisions which may indicate the application of the laws of
another jurisdiction.
EXHIBIT 10(vii)
JEFFERSON-PILOT CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Purpose.
The Non-Employee Directors' Stock Option Plan (the "Plan") of
Jefferson-Pilot Corporation (the "Corporation") is designed to
encourage directors to acquire increased ownership of the
Corporation's common stock, thereby helping to align the interests
of non-employee directors and the shareholders, and to assist in
attracting and retaining directors who have the experience, ability
and skills necessary to assist in the Corporation's sustained
growth and prosperity.
2. Effective Date.
The Plan as set forth herein reflects amendments effective
February 8 and May 3, 1999 to the Corporation's 1995 Non-Employee
Directors' Stock Option Plan (the "Original Plan"). The ongoing
Plan after March 31, 1999 is subject to the approval of the Plan by
the shareholders of the Corporation at the 1999 Annual Meeting of
Shareholders.
3. Administration of the Plan.
The Plan shall be administered by a committee of at least
three persons appointed by the Board of Directors (the "Board") of
the Corporation (the "Committee"), who need not be directors and
none of whom shall be eligible to receive options under the Plan.
The Plan is intended to meet the requirements of Rule 16b-3 or any
successor provision adopted under the Securities Exchange Act of
1934 (the "1934 Act"). To the extent, if any, that any questions
of interpretation arise, they shall be resolved by the Committee in
its sole discretion and such determination shall be final and
binding upon all persons having an interest in the Plan. Any or
all powers and discretion vested in the Committee under this Plan
may be exercised by any one Committee member who is so authorized
by the Committee. The Committee shall have no discretion with
respect to designating the recipient of an option, the number of
shares subject to an option, the date of award or the exercise
price of an option.
4. Participation in the Plan.
All members of the Corporation's Board who are not as of the
date of any option award employees of the Corporation or any of its
subsidiaries or affiliates shall be eligible to participate in the
Plan ("Eligible Non-Employee Director").
5. Non-Qualified Stock Options.
All options awarded under the Plan shall be non-qualified
stock options covering shares of common stock of the Corporation.
6. Terms, Conditions and Form of Options.
(a) Annual Option Awards. On the date of the first regular
meeting of the Board in each calendar year from 1999 through 2003,
an option to purchase 5,000 shares shall be automatically awarded
to each Eligible Non-Employee Director, subject to the two next
following sentences. The face value of this option award (number
of shares times fair market value on the award date) to each
eligible director in any year shall not exceed the face value of
the February 8, 1999 option award by more than 8% per year
compounded for the number of years from February 1999 to the
relevant award date. The annual option award for a new director
who was elected after the prior annual award date shall be prorated
for the number of months served since election to the Board, and a
new director elected to the Board at the February meeting in any
year shall receive only the initial award described below. Each
such option shall vest on the first anniversary of the date of
award.
(b) Initial Option Award. On the date that each new Eligible
Non-Employee Director joins the Board, an option shall be
automatically awarded to such director covering shares having a
fair market value of $175,000. Such option will vest and become
exercisable in three equal annual installments commencing on the
first anniversary of the date of award.
(c) Exercise Price. The exercise price per share of stock
for which each option is exercisable shall be 100% of the fair
market value per share on the date the option is awarded, which
shall be the closing price of the stock based upon its consolidated
trading as generally reported for that date. If there is no
reported trading for that date, such closing price for the next
preceding trading day shall be used.
(d) Term of Option. Each option shall terminate upon the
expiration of ten years from the date of award, and shall be
subject to earlier termination as hereinafter provided.
(e) Termination of Service. In the event of the termination
of service on the Board by the holder of any option, other than by
reason of retirement pursuant to Board policy, permanent
disability, death or a Change in Control, the then outstanding
options of such optionee shall be exercisable only to the extent
that they were exercisable on the date of such termination, and any
unvested options shall be forfeited. In the event of termination
of Board service of an optionee by reason of retirement pursuant to
Board policy, permanent disability, death or a Change in Control,
each of the then outstanding options of such optionee shall
immediately vest and become exercisable, provided however that no
option (even though exercisable) shall be exercised within six
months after the date it is awarded but that the Committee may
settle such option in cash during such period following a Change in
Control.
(f) Exercise After Service Terminated. An optionee shall be
entitled to exercise all vested options within five years after
termination of Board service, but in no event after the expiration
date of the option.
(g) Exercise of Options. The option price for the shares
purchased shall be paid in full at the time of exercise, in cash or
by the surrender of shares of common stock of the Corporation
valued at their fair market value on the date of exercise, or by
any combination of cash and such shares. Exercise shall be
effective upon receipt by the Secretary of the Corporation of
notice of such exercise accompanied by proper payment.
7. Shares of Stock Subject to the Plan.
The shares that may be purchased pursuant to options under the
Plan shall not exceed an aggregate of 120,000 shares of the
Corporation's common stock plus such number of shares as remain
reserved as of May 3, 1999 under the Original Plan. Any shares
subject to an option which for any reason expires or is terminated
unexercised as to such shares, and previously acquired common stock
that is tendered for payment for an option being exercised and any
shares withheld for taxes shall again be available for issuance
under the Plan, to the extent not restricted by Rule 16b-3.
8. Dilution and Other Adjustment.
In the event of any change in the outstanding shares of the
Corporation's stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange of
shares, the sale, lease or conveyance of substantially all of the
assets of the Corporation or other relevant corporate change, such
equitable adjustments shall be made in the Plan, in the maximum
number of shares referred to in Section 7 and in the awards
hereunder, including future awards under Section 6 and the exercise
price of outstanding options, as the Committee determines are
necessary or appropriate. In the event of any stock split or stock
dividend, such adjustments shall be self-operative and shall not
require any Committee action.
9. Change in Control.
In the event of a Change in Control, all outstanding options
shall become immediately exercisable and remain exercisable for the
relevant period specified in Section 6(d) or 6(f). Change in
Control means a change in control of JP of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A, promulgated under the Securities Exchange Act of
1934 as amended or any successor thereto ("Act"), provided that
without limiting the foregoing, a change in control of JP also
shall be deemed to have occurred if:
(a) Any "person" (as defined under Section 3(a)(9) of the
Act)("Person") or "group" of persons (as provided in Rule 13d-3
under the Act) ("Group") is or becomes the "beneficial owner" (as
defined in Rule 13d-3 or otherwise under the Act), directly or
indirectly (including as provided in Rule 13d-3(d)(1) under the
Act), of 20% or more of either
(i) the then outstanding shares of JP common stock (the
"Outstanding Common Stock"), or
(ii) the combined voting power of the then outstanding
JP voting securities entitled to vote generally in the election of
directors (the "Outstanding Voting Securities");
provided, however that for purposes of this paragraph (a), the
following acquisitions shall not constitute a change in control:
(A) any acquisition directly from JP,
(B) any acquisition by JP,
(C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by JP
or any corporation controlled by JP, or
(D) any acquisition by any corporation pursuant
to a transaction which complies with clauses
(i), (ii) and (iii) of paragraph (c) below;
or
(b) individuals who constitute the JP Board of Directors
("Board") on February 8, 1999 (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to such date whose
election, or nomination for election, is at any time approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though he or she were a
member of the Incumbent Board but excluding, for this purpose, any
such individual whose initial assumption of office as a director
occurs as a result of (i) an actual or threatened election contest
with respect to the election or removal of directors, (ii) any
other actual or threatened solicitation of proxies or consents by
or on behalf of any Person or Group that beneficially owns 20% or
more of the Outstanding Common Stock or the Outstanding Voting
Securities, or (iii) any other pressure from such a Person or
Group; or
(c) consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the
assets of JP or the acquisition of assets of another corporation (a
"Business Combination"), in each case, unless, following such
Business Combination,
(i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% (40% for any Business
Combination characterized by resolution of the Incumbent Board
prior to its consummation as a merger of equals) of, respectively,
the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including
without limitation, a corporation which as a result of such
transaction owns JP or all or substantially all of JP assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Common Stock and
Outstanding Voting Securities, as the case may be,
(ii) no person (excluding any employee benefit plan (or
related trust) of JP, such corporation resulting from such Business
Combination, or any corporation controlled by, controlling or under
common control with either of them) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business
Combination, and
(iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(d) approval by JP shareholders of a complete liquidation or
dissolution of JP; or
(e) any other event or condition specified by the Board of
Directors as effectively changing control such that early vesting
of all options is appropriate.
10. Miscellaneous Provisions.
(a) Rights as Shareholder. An optionee shall have no rights
as a holder of the Corporation's common stock with respect to
options awarded hereunder, unless and until certificates for shares
of such stock are issued to the optionee.
(b) Non-Transferability. Options shall not be assignable or
transferable otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order,
and during an optionee's lifetime shall be exercisable only by the
optionee or a duly appointed guardian or legal representative of
the optionee. However, the Committee may specify as to one or
more optionees, that limited transfers shall be permitted because
of special circumstances.
(c) Agreements or Notices. All options awarded under the
Plan shall be evidenced by agreements or notices containing such
terms and conditions (not inconsistent with the Plan) as the
Committee shall adopt.
(d) Government Regulations. The Plan and the awarding and
exercise of options hereunder shall be subject to all applicable
Federal and state laws and all rules and regulations issued
thereunder, including registration and private placement
restrictions, and the Board in its discretion may, subject to the
provisions of Section 12 hereof, make such changes in the Plan
(except such changes which by law must be approved by the
shareholders) or impose restrictions upon the exercise of options
as may be required to conform the Plan to such applicable laws,
rules and regulations.
(e) Costs, Expenses and Taxes. The costs and expenses of
administering the Plan shall be borne by the Corporation and not
charged to any optionee. Income and other taxes assessed on the
spread when an option is exercised shall be the responsibility of
the person exercising the option. Should any tax withholding be
required by law, such taxes may be paid through the Corporation's
withholding of shares otherwise issuable upon exercise, in
accordance with procedures established by the Committee and
consistent with Section 12.
(f) No Right to Continue as a Director. Neither the Plan,
nor the granting of an option nor any other action taken pursuant
to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Corporation will retain
a director for any period of time, or at any particular rate of
compensation.
11. Amendment and Termination of the Plan.
(a) Amendment of the Plan. The Board may amend, suspend or
terminate the Plan at any time, provided, however, that without
approval of the shareholders, no revision or amendment shall
increase the number of shares subject to the Plan (except as
provided in Section 8), extend the Plan's duration, reduce the
option price, change the designation of the class of directors
eligible to receive options, or materially increase the benefits
accruing to participants under the Plan. Further, no amendment or
termination of the Plan may alter or impair any rights or
obligations of any option previously awarded without the consent of
the holder of the option. The Plan provisions may not be amended
more that once every six months unless such amendment may be made
without adverse impact under Rule 16b-3.
(b) Termination. The Plan (but not any options theretofore
awarded) shall in any event terminate on, and no options shall be
granted after, March 31, 2003.
12. Compliance with SEC Regulations.
It is the Corporation's intent that the Plan comply in all
respects with Rule 16b-3 under the 1934 Act and any related
regulations. If any provision of this Plan is later found not to
be in compliance with such Rule and regulations, the provision
shall be deemed null and void. All awards and exercises of options
under this Plan shall be executed in accordance with the
requirements of Section 16 of the 1934 Act and regulations
promulgated thereunder.
13. Governing Law.
The Plan shall be construed in accordance with and governed by
the laws of the State of North Carolina, excluding any choice of
law provisions which may indicate the application of the laws of
another jurisdiction.
EXHIBIT 10(x)
JEFFERSON-PILOT CORPORATION
DEFERRED FEE PLAN FOR NON-EMPLOYEE DIRECTORS
(Revised February 8, 1999)
1. Eligibility.
Each member of the Board of Directors of Jefferson-Pilot Corporation (the
"Corporation") who is not an employee of the Corporation or any of its
subsidiaries ("Eligible Director") is eligible to participate in this
Deferred Fee Plan for Non-Employee Directors (the "Plan").
2. Participation.
(a) An Eligible Director may elect, or modify a prior election, at a time
specified in Section 2(b), to defer the receipt of all or part of the fees
which would otherwise have been payable currently for services as a Director
(including retainer and meeting fees for Board and committee service).
Deferrals shall be credited to a deferred fee account (a bookkeeping account)
subject to the terms of the Plan.
(b) An election to defer fees must be made as follows:
i. Any person who is not a Director but who as a Director would be
eligible may elect in advance to commence participation at the
time he or she becomes a Director.
ii. An Eligible Director may elect at any time to commence
participation effective on the first day of any February, May,
August or November after the election is received.
(c) An election to defer fees must be made on a form provided by the
Corporation and filed with the Secretary of the Corporation (the "Secretary"),
and shall remain in effect until the Director ceases to be a Director, or
until the election is modified or terminated by written notice received by
the Secretary. Termination shall be effective only as to fees for periods
or meetings after such receipt. In the event a Director terminates a
deferral election, the amount already deferred cannot be distributed until
the Director ceases to be a Director.
(d) A Director who has filed a revocation of an election to participate
in the Plan may thereafter again file an election to participate, in
accordance with Section (2)(b)(ii).
3. Deferred Fee Accounts.
(a) Deferred amounts shall constitute an unsecured claim on the general
assets of the Corporation. The amounts thereof shall be credited to the
Director's account as of the date such amounts otherwise would have been
paid to the Director, except that fees for committee meetings not held on
the date of a Board meeting shall be credited on the date of the next
Board meeting.
(b) The Director shall designate the portion of his or her deferrals to
be "invested" in one or both investment options, an interest rate option and
a phantom stock option.
(c) Deferrals under the interest rate option shall be credited with
interest for each year at a rate equal to the average of the rate of interest
on seven year U.S. Treasury obligations as of the end of each of the
twenty-four months prior to such year.
(d) Deferrals under the phantom stock option shall be credited to the
Director's account in full and fractional units based on the fair market
value of the common stock of the Corporation on the crediting date. One
phantom unit has the same value as one share of common stock on a given day.
Additional phantom units shall be credited equivalent to dividends paid on the
common stock, based on the fair market value on the dividend payment date.
Equitable adjustments shall be made to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange of shares or
other relevant corporate change. Fair market value means the closing price of
the common stock based upon its consolidated trading as generally reported for
a given date, or if there is no reported trading for that date, such closing
price for the next preceding trading day.
(e) Diversification of amounts credited to accounts through any transfer
between phantom stock units and the interest rate option shall not be
permitted.
4. Payment.
(a) All payments with respect to a Director's deferred account under the
interest rate option shall be made in cash. All payments under the phantom
stock option shall be made in shares of common stock. Phantom units shall
be valued at the fair market value on the payment date, and cash shall be
paid for any fractional share.
(b) The value of a Director's deferred account shall be paid out in ten
annual installments, unless otherwise elected. The amount of each installment
shall be a fraction of the value of the account at the end of the preceding
year, the numerator of which is one and the denominator of which is the total
number of installments minus the number previously paid.
(c) A Director may elect to receive payment in a lump sum or in some
other number of equal annual installments not exceeding ten. Such election
must be made at least one year prior to the date on which the Director
ceases to be a Director.
(d) The first installment or the lump sum payment shall be paid on the
first business day of the calendar year following the year in which the
Director ceases to be a Director, and any subsequent installments shall be
paid on the first business day of each succeeding calendar year until the
entire account value is paid.
(e) If a Director dies before full payment of the account value, the
balance shall be paid to the Director's estate or to a beneficiary or
beneficiaries designated in writing by the Director, as the case may be, on
the first business day of the calendar year following death.
(f) Each participating Director may designate from time to time any
person or persons, natural or otherwise, as his beneficiary or beneficiaries
to whom the amounts credited to his or her deferred account are to be paid
if he or she dies before all such amounts have been paid. Each beneficiary
designation shall be made on a form prescribed by the Corporation and shall
be effective only when received by the Secretary during the participant's
lifetime. Each beneficiary designation received by the Secretary shall
revoke all beneficiary designations previously made. The revocation of a
designation shall not require the consent of any beneficiary. In the absence
of an effective beneficiary designation or if payment can be made to no
beneficiary, payment shall be made to the participant's estate.
5. Administration.
The Plan shall be administered by a Committee consisting of the Chief
Executive Officer and the Secretary of the Corporation. The Committee shall
have authority to adopt rules and regulations for carrying out the Plan and
to interpret, construe and implement its provisions. Decisions of the
Committee shall be final and binding. Routine administration may be
delegated by the Committee.
6. Miscellaneous.
(a) The right of a Director or any beneficiary to his or her account
under the Plan shall not be subject to assignment, alienation or pledge by
the Director or beneficiary.
(b) The Corporation shall not be required to reserve, or otherwise set
aside, funds for the payment of its obligations under the Plan. The
Corporation may establish one or more Rabbi Trusts, separately for phantom
stock units and invested in common stock (as described in Section 3(d)),
and for the interest rate option invested as the Corporation shall determine
from time to time.
(c) The Director and his or her designated beneficiary or beneficiaries
shall not have any property interest whatsoever in a deferred account, in any
specific assets of the Corporation or in any Rabbi Trust assets. The right to
receive payments under the Plan shall be a claim against the general assets of
the Corporation as a general creditor.
(d) All notices to the Corporation under the Plan shall be in writing and
shall be given to the Secretary or to an agent or other person designated by
the Secretary.
(e) The Plan shall be construed in accordance with and governed by the
laws of the State of North Carolina, excluding its choice of law provisions.
EXHIBIT 10(xi)
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
Jefferson-Pilot Corporation ("Corporation") has established
this Executive Change in Control Severance Plan ("Plan") to assist
in retaining executives in the face of a consolidating industry, and
to provide key management stability in the event that the
Corporation becomes subject to a tender offer, proxy contest or
other transaction that could result in a change of control of the
Corporation or its Board of Directors ("Board").
The Compensation Committee of the Board is authorized to
designate those executives of the Corporation and/or its
subsidiaries who from time to time are participants in the Plan
(each an "Executive"), and to specify the Tier of participation for
each Executive. No Executive shall have any rights under the Plan
unless advised in a letter from the Chief Executive Officer of the
Corporation that he or she has been designated as a participant by
the Compensation Committee in a specified Tier.
The Plan states certain terms and conditions related to the
impact of any Change in Control (as defined below) on each
participating Executive's employment, without affecting in any other
way the terms and conditions of any Executive's employment.
NOTE: certain capitalized terms are defined later, principally
in Section 5.
1. Payments for Termination Following Change in Control. If, upon
or following a Change in Control, Executive's employment with the
Corporation is terminated by the Corporation, other than for Cause
or Disability, or is terminated by Executive for Good Reason, in
either case on or before two years following the date of a Change in
Control, then:
(a) Executive shall be entitled to all compensation and
benefits of every kind accrued through the date of termination of
employment including any unpaid amount accrued (including for the
partial year of termination) under the Annual Incentive Plan and
LTIP if applicable.
(b) Executive shall be entitled to a lump sum payment equal to
the applicable Tier times covered pay, except as provided in
paragraph (e) below. "Covered pay" means the sum of
(i) Executive's annual base salary in effect on the date
of a termination of employment (or, if higher, the Executive's
annual base salary established at the beginning of the year in which
the Change in Control occurred), plus
(ii) the higher of (A) the average annual incentive
compensation accrued or (B) the average annual target incentive
compensation, for service by Executive under the Annual Incentive
Plan in the three full plan years immediately preceding the year in
which the termination of employment occurs, plus
(iii) if Executive participates in LTIP, the higher of
(A) the average annual LTIP award accrued, or (B) the average target
LTIP, for service by Executive in the three plan years immediately
preceding the year in which the termination of employment occurs.
(c) Executive shall be entitled to continued coverage for
Executive and eligible dependents under all of the Corporation's
Benefit Plans for a period of years equal to the applicable Tier
(except as provided in paragraph (e) below) following termination of
employment.
(d) The payments described in (a) and (b) above shall be made
within five business days after termination of Executive's
employment, or if later, ten business days after notice to the
Corporation of termination for Good Reason. Any payments not timely
made will accrue interest at 10% per annum until made.
(e) The applicable Tier (years) in (b) and (c) above shall
be reduced and prorated on months for full months eliminated, so it
will not exceed the period between termination of employment and the
first day of the month following Executive's 65th birthday.
(f) Vesting of Options upon Change in Control. In the event
of a Change in Control, whether or not Executive's employment
continues with the Corporation, all outstanding options under the
Option Plan not otherwise vested under the terms of the Option Plan
and/or the applicable option agreements or notices shall immediately
vest on the date of the Change in Control, unless Executive
voluntarily terminated employment or employment terminated for Cause
such that the options expired prior to the Change in Control.
2. Related Termination. If Executive's employment is terminated
by the Corporation without Cause within 6 months prior to a public
announcement of a potential transaction, proxy contest or other
event or condition which then results in a Change in Control of the
Corporation, and if it can be shown that Executive's termination was
at the direction or request of a third party that had taken steps
reasonably calculated to effect the Change in Control of the
Corporation thereafter, then Executive shall have the rights
described in Section (1) above, as if a Change in Control of the
Corporation had occurred on the date immediately preceding such
termination.
3. Certain Supplemental Payments by the Corporation.
(a) If Executive is entitled to compensation under Section 1
or 2, and if in connection therewith it is determined that
(i) part or all of the compensation and benefits to be
paid to Executive related to the Change in Control constitute
"parachute payments" under Section 28OG of the Internal Revenue Code
of 1986 as amended ("Code"), and
(ii) the payment thereof will cause Executive to incur
excise tax under Section 4999 of the Code, the Corporation, on or
before the date for payment of such excise tax, shall pay Executive,
in a lump sum, an amount (the "Gross-Up Amount") such that, after
payment of all federal, state and local income tax and any
additional excise tax under Section 4999 of the Code in respect of
the Gross-Up Amount payment, Executive will be fully reimbursed for
the amount of such excise tax.
(b) The determination of the Parachute Amount and Base Amount
(as these terms are defined under the Code), and the Gross-Up
Amount, as well as any other calculations necessary to implement
this Section, shall be made by a nationally recognized accounting or
benefits consulting firm selected by the Corporation and which has
not performed services, other than minor incidental services, for
either the Corporation or Executive for three years prior to the
date such consultant is retained for this purpose. The consultant's
fee shall be paid by the Corporation.
(c) As promptly as practicable following any such
determination, the Corporation shall pay to or distribute to or for
the benefit of the Executive such amounts as are due to Executive
under this Section.
4. Expenses and Interest. If, after a Change in Control of the
Corporation, a good faith dispute arises with respect to the
enforcement of the Executive's rights under the Plan, or if any
legal or arbitration proceeding shall be brought in good faith to
enforce or interpret any rights provided under the Plan, Executive
shall recover from the Corporation any reasonable attorney's fees
and necessary costs and disbursements incurred as a result of such
dispute, and prejudgment interest on any money judgment or
arbitration award obtained by Executive, calculated at 10% per annum
from the date that payments should have been made under the Plan to
the date such payments are made.
5. Definitions Used in the Plan:
(a) "Change in Control" of the Corporation means the
occurrence of any of the following:
(i) any event, circumstance or transaction (other than
a Corporate Transaction as defined in paragraph (ii) below) pursuant
to which individuals who constitute the Board on the date hereof
("Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director
subsequent to such date whose election, or nomination for election,
is at any time approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though he or she were a member of the Incumbent Board but excluding,
for this purpose, any such individual whose initial assumption of
office as a director occurs as a result of (A) an actual or
threatened election contest with respect to the election or removal
of directors, (B) any other actual or threatened solicitation of
proxies or consents by or on behalf of a Person or Group (as defined
in (C)) other than the Board or (C) any other type of pressure from
any "person" ("Person") or "group" ("Group") that "beneficially
owns" (as such terms are defined in Rule 13d-3 or otherwise under
the Securities Exchange Act of 1934, as amended or any successor
thereto (the "Act")) 20% or more of the Outstanding Common Stock or
the Outstanding Voting Securities;
(ii) any transaction involving, directly or indirectly,
the issuance or acquisition of the Corporation's equity securities
by the Corporation or any of its affiliates or associates (as such
terms are defined in Rule 12b-2 or otherwise under the Act), or
consummation of a reorganization, merger or consolidation or a sale
or other disposition of all or substantially all of the assets of
the Corporation or the acquisition of assets of another corporation
(any such transaction, "Corporate Transaction") in which, upon
consummation of such transaction:
(A) any Person (excluding any employee benefit
plan (or related trust) of the Corporation or such corporation
resulting from such Corporate Transaction or any affiliate of either
of them), or Group beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common stock
of the corporation resulting from such Corporate Transaction or the
combined voting power of the then outstanding voting securities of
such corporation (a "20% Holder"), except to the extent (x) that
such ownership existed prior to the Corporate Transaction or (y)
such 20% Holder has agreed, for a period of five years after the
consummation of the Corporate Transaction, not to solicit or
participate, directly or indirectly, in the solicitation of proxies
in opposition to management of the Corporation and not to vote any
securities beneficially owned by the 20% Holder other than in
proportion to the votes cast by other shareholders who are not
affiliates of such 20% Holder, or
(B) at least a majority of the members of the
board of directors of the corporation resulting from such Corporate
Transaction are not members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Corporate Transaction.
(iii) any Person or Group is or becomes the beneficial
owner, directly or indirectly, of at least 40% of the Outstanding
Common Stock or the Outstanding Voting Securities (giving effect to
the deemed ownership of securities by such Person or Group, as
provided in Rule 13d-3(d)(1) under the Act, but not giving effect to
any such deemed ownership of securities by another Person or Group
(the "40% Holder"), unless prior to becoming a 40% Holder such
Person has agreed, for a period of at least five years after
becoming a 40% Holder, not to solicit or participate, directly or
indirectly, in the solicitation of proxies in opposition to
management of the Corporation and not to vote any securities
beneficially owned by the 40% Holder other than in proportion to the
votes cast by other shareholders who are not affiliates of such 40%
Holder.
(iv) approval by the shareholders of the Corporation of
a complete liquidation or dissolution of the Corporation.
(b) "Annual Incentive Plan" means the Corporation's
Management Incentive Compensation Plan and any such successor plans
as may be adopted to provide annual incentive compensation for
executives.
(c) "Option Plan" means the Corporation's Long Term Stock
Incentive Plan and any successor stock option plans, or any
combination of such plans.
(d) "LTIP" means the Corporation's Long Term Incentive
Compensation program and any successor programs or plans as may be
adopted to provide long term incentive compensation for senior
executives ("LTIP").
(e) "Benefit Plans" means the group life insurance, health
insurance, disability insurance, and survivor income insurance
plans, JP TeamShare Plan or any successor thereto, qualified, and if
applicable the nonqualified, retirement plan, and any other benefit
plans or programs, maintained by the Corporation and/or its
subsidiaries and covering Executive, as in effect immediately prior
to the earlier of Executive's termination of employment or a Change
in Control.
(f) "Cause" means:
(i) a willful and continuing failure to perform
substantially the duties of Executive's office as assigned from time
to time (other than as a result of Executive's death or disability);
or
(ii) conduct undertaken by the Executive which is
demonstrably willful and deliberate on the Executive's part and
which is intended to result in (A) substantial personal enrichment
of the Executive at the Corporation's expense and (B) substantial
injury to the Corporation; or
(iii) Executive's conviction of, or plea of guilty or
nolo contendere to, a felony, unless committed in the good faith
belief that Executive's actions were in the Corporation's best
interests and would not violate criminal law.
(g) "Disability" means Executive is unable to substantially
perform his or her duties for a period of at least three months due
to physical or mental disability, and at the end of such period a
physician agreed upon by the Corporation and the Executive
determines that such disability is permanent.
(h) "Good Reason" means:
(i) any reduction in the aggregate amount of
Executive's base salary and benefits (excluding programs described
in (ii)) as in effect from time to time; or
(ii) any significant reduction in annual bonus and
LTIP, except variation in bonus and/or LTIP related to corporate or
business unit performance and calculated under a formula and
individual performance evaluation criteria not significantly less
favorable to Executive than the formula and criteria in place prior
to the Change in Control.
Upon the occurrence of any event described in (i)
or (ii) above, Executive may give the Corporation written notice
that such event constitutes Good Reason, and the Corporation shall
thereafter have 30 days in which to cure. If the Corporation has not
wholly cured in that time, the event shall constitute Good Reason.
(i) "Outstanding Common Stock" means the then outstanding
shares of common stock of the Corporation.
(j) "Outstanding Voting Securities" means the combined voting
power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors.
6. Terminations for Cause. In the case of termination for Cause
in anticipation of, upon or following a Change in Control, Executive
shall be given written notice that the Corporation intends to
terminate employment for Cause. Such notice shall specify the
particular acts, or failures to act, that give rise to the decision
to terminate employment.
7. Payment Obligations Absolute. The Corporation's obligation to
pay the Executive the compensation and to make the arrangements
provided in the Plan shall be absolute and unconditional and shall
not be affected by any circumstances including, without limitation,
any set-off, counterclaim, recoupment, defense or other right which
the Corporation may have against Executive or anyone else. All
amounts due under the Plan shall be paid without notice or demand.
Each such payment shall be final and the Corporation will not seek
to recover all or any part of the payment from Executive or from
whomsoever may be entitled thereto, for any reason whatever;
provided that if Executive is convicted of, or pleads guilty or nolo
contendere to, a felony or misdemeanor involving acts or omissions
of the Executive in connection with his employment by the
Corporation, the Corporation shall be allowed to recover any actual
damages it has incurred from such action or omission out of amounts
paid or owing to Executive hereunder.
Except for the compensation rights expressly granted to
Executive herein in connection with a Change in Control, this Plan
shall not confer on Executive any right to remain an employee or to
retain executive responsibilities or compensation, or restrict the
Corporation's right to take any personnel action with respect to
Executive. The Plan also shall not affect any previously signed
employment agreement.
8. Arbitration.
(a) Any dispute, controversy, or claim between the parties
arising out of, relating to, or concerning the Plan or its breach,
termination, or invalidity, or the scope of this arbitration clause,
shall be settled by arbitration in accordance with the Employment
Dispute Resolution Rules of the American Arbitration Association
("AAA") then in effect. Any award rendered shall be final and
binding on the parties hereto, and judgment may be entered in any
court having jurisdiction thereof.
(b) The arbitrator shall be mutually acceptable to the
parties, or failing agreement, selected pursuant to the Employment
Dispute Arbitration Rules of the AAA. The arbitration award shall be
in writing and shall specify the factual and legal bases for the
award. In rendering the award, the arbitrator shall determine the
respective rights and obligations of the parties according to the
laws of the State of North Carolina, not including its choice-of-law
rules, or, if applicable, federal law.
(c) All costs and expenses of the arbitration shall be paid
by the Corporation.
(d) This arbitration clause shall be governed by the Federal
Arbitration Act, 9 U.S.C. Section 1, et seq. ("FAA"); however, if this
clause is unenforceable for any reason under the FAA, then it shall
be governed by the provisions of the North Carolina Uniform
Arbitration Act, N.C.G.S.45A:1-567.1 et seq.
9. Withholding. From payments under the Plan to Executive or his
or her spouse, estate or beneficiaries, the Corporation may withhold
such amounts relating to taxes as it reasonably determines should be
withheld pursuant to any applicable law or regulation.
10. Assignability. Executive's rights under the Plan will inure
to the benefit of Executive's successors, heirs, administrators,
executors and assigns. Executive may not assign, transfer or
otherwise alienate any rights under the Plan, except that rights to
compensation and benefits, which rights will remain subject to the
limitations in the Plan, may be transferred by will or operation of
law or under a qualified domestic relations order, and except that
rights under Benefit Plans may be assigned or transferred in
accordance with such plans or programs or regular practices
thereunder.
No rights or obligations of the Corporation under the Plan may
be assigned or transferred. The Corporation shall require any
successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to a majority of the business assets of
the Corporation, by written agreement in form and substance
satisfactory to the Incumbent Board, as a condition to such
transaction, expressly to assume and agree to perform the Plan in
the same manner and to the same extent as the Corporation would be
required to perform it if no such succession had occurred (to the
extent not, in fact, performed by the Corporation).
11. Amendment. The Plan may be amended or terminated at any time
by the Board or, except for any increase in the maximum Tier
multiplier, by the Compensation Committee and either body may
terminate an Executive's participation or change the applicable
Tier; provided however that no such action shall diminish the
protection afforded to Executive hereunder (a) upon less than one
year's written notice to any affected Executive or (b) following a
Change in Control, for any termination of employment that occurs on
or before two years after such Change in Control.
12. Severability. If fulfillment of any provision of the Plan, at
the time such fulfillment shall be due, shall transcend the limit of
validity prescribed by law, then the obligation to be fulfilled
shall be deemed reduced to the limit of such validity; and if any
clause or provision contained in the Plan operates or would operate
to invalidate the Plan, in whole or in part, then such clause or
provision only shall be held ineffective to the extent of such
invalidity, as though not herein contained, and the remainder of the
Plan shall remain operative and in full force and effect.
13. References. Upon Executive's death or a judicial
determination of incompetence, reference in the Plan to Executive
will be deemed, where appropriate, to refer to Executive's legal
representative or to Executive's beneficiary or beneficiaries.
14. Governing Law. Except to the extent governed by the FAA as
provided in Section 8 above, the Plan shall be construed in
accordance with and governed by the laws of North Carolina, not
including its choice-of-law rules.
EXHIBIT 21
JEFFERSON-PILOT CORPORATION
Subsidiary listing as of January 6, 1999
Jefferson-Pilot Corporation (North Carolina corp.)
Alexander Hamilton Life Insurance Company of America (Michigan corp.)
First Alexander Hamilton Life Insurance Company (New York corp.)
Jefferson Pilot Financial Insurance Company (New Hampshire corp.)
Jefferson Pilot LifeAmerica Insurance Company (New Jersey corp.)
HARCO Capital Corp. (Delaware corp.)
Omega Jefferson Pilot Seguros de Vida S.A. (Argentina corp.)(2)
Jefferson Pilot Omega Seguros de Vida S.A. (Uruguay corp.)
Hampshire Funding Inc. (New Hampshire corp.)
Jefferson-Pilot Capital Trust A (Delaware business trust)
Jefferson-Pilot Capital Trust B (Delaware business trust)
Jefferson-Pilot Communications Company (North Carolina corp.)
Jefferson-Pilot Communications Company of California (North
Carolina corp.)
Jefferson-Pilot Communications Company of Virginia (Virginia corp.)
Jefferson-Pilot Sports, Inc. (North Carolina corp.)
WCSC, Inc. (South Carolina corp.)
Tall Tower, Inc. (South Carolina corp.)
Jefferson Pilot Investment Advisory Corporation (Tennessee corp.)
Jefferson-Pilot Investments, Inc. (North Carolina corp.)
Jefferson Pilot Variable Corporation (North Carolina corp.)
Jefferson-Pilot Life Insurance Company (North Carolina corp.)
Jefferson Standard Life Insurance Company (North Carolina corp.)
Jefferson-Pilot Property Insurance Company (North Carolina corp.)
Jefferson Pilot Securities Corporation (New Hampshire corp.)
___________
Notes:
(1) Each indentation reflects another tier of ownership.
(2) The immediate parent owns 100% of the voting securities of each
entity except that HARCO owns 99% of Omega.
(3) All entities more than 50% owned are listed, except that several
subsidiaries that in the aggregate are insignificant have been omitted.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated
February 8, 1999 with respect to the consolidated financial statements
included in this Annual Report (Form 10-K) of Jefferson-Pilot Corporation,
and our report included in the following paragraph with respect to the
financial statement schedules, in the following Registration Statements:
Form S-8, Nos. 2-36778, 2-56410, and 33-30530, pertaining to the
Long Term Stock Incentive Plan and predecessor stock plans, and
outstanding effective registration statements on Form S-16
included in such S-8 filings;
Form S-8, No. 33-56369, pertaining to the JP TeamShare Plan;
Form S-8, No. 33-64137, pertaining to the Non-Employee Directors'
Stock Option Plan;
Form S-3, No. 33-63521, pertaining to debt securities and warrants
to purchase securities.
Our audit also included the financial statement schedules of Jefferson-Pilot
Corporation listed in Item 14(a). These schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
ERNST & YOUNG LLP
Greensboro, North Carolina
March 24, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/
or director of Jefferson-Pilot Corporation, a North Carolina holding company,
does hereby constitute and appoint John D. Hopkins, Robert A. Reed, Richard T.
Stange and Andrea H. Fox, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary or Assistant
Secretary of the Corporation), as his or her true and lawful attorney and
agent, to do any and all acts and things and to execute any and all instruments
which said attorney and agent may deem necessary or advisable to enable the
said Corporation to comply with the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing of the
annual report for the year 1998 or any later year on Form 10-K, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer and/or director of the said Corporation to any such
Form 10-K or to any amendment thereto filed with the Securities and Exchange
Commission and to any instrument or document filed as part of, as an exhibit
to or in connection with, said Form 10-K or amendment; and the undersigned
does hereby ratify and confirm as his or her own act and deed all that said
attorney and agent (or the substitute) shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents.
(SEAL) ____________________________________
Name:
Date: February 8, 1999
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