<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
--------------
[ ] 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 1-5846
------
THE LIBERTY CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0507055
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
Post Office Box 789, Wade Hampton Boulevard, Greenville, SC 29602
-----------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 864/609-8436
--------------
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 such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of the latest practicable date.
Number of shares Outstanding
Title of each class as of March 31, 1997
------------------- --------------------
Common Stock 20,251,865
Page 1 of 12 sequentially numbered pages.
The Exhibit Index is on Page 10.
<PAGE> 2
PART I, ITEM 1
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(In 000's)
MARCH 31, 1997 December 31, 1996
------------------- ----------------------
ASSETS (Unaudited)
<S> <C> <C>
Investments:
Fixed Maturity Securities available for sale, at market, cost of
$1,507,199 at 3/31/97 and $1,465,213 at 12/31/96 $ 1,527,054 $ 1,517,539
Equity Securities, primarily at market, cost of $50,203 at 3/31/97 and
$61,431 at 12/31/96 60,879 75,591
Mortgage Loans 239,170 230,910
Investment Real Estate 131,384 132,696
Loans to Policyholders 99,998 98,816
Other Long-Term Investments 22,967 22,470
Short-Term Investments 250 250
---------------- ----------------
Total Investments 2,081,702 2,078,272
Cash 16,939 36,774
Accrued Investment Income 20,175 20,817
Receivables 63,211 64,074
Receivable from Reinsurers 282,669 277,578
Deferred Acquisition Costs and Cost of Business Acquired 337,258 332,946
Buildings and Equipment 78,990 79,808
Intangibles Related to Television Operations 93,004 93,979
Goodwill Related to Insurance Acquisitions 35,191 35,608
Other Assets 42,387 40,909
---------------- ----------------
Total Assets $ 3,051,526 $ 3,060,765
================ ================
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Liabilities
Policy Liabilities $ 1,928,593 $ 1,913,111
Notes, Mortgages and Other Debt 147,791 147,861
Long Term Debt 100,000 100,000
Accrued Income Taxes 10,355 5,163
Deferred Income Taxes 151,442 163,139
Accounts Payable and Accrued Expenses 91,727 101,209
Other Liabilities 3,561 3,822
---------------- ----------------
Total Liabilities 2,433,469 2,434,305
---------------- ----------------
Redeemable Preferred Stock
1994-A Series, $35.00 redemption value, shares issued and outstanding -
668,207 in 1997 and 1996 23,387 23,387
1994-B Series, $37.50 redemption value, shares issued and outstanding -
590,469 in 1997 and 592,334 in 1996 22,143 22,212
---------------- ----------------
Total Redeemable Preferred Stock 45,530 45,599
---------------- ----------------
Shareholders' Equity
Common Stock 164,227 163,443
Series 1995-A Convertible Preferred Stock, $35.00 redemption value,
599,985 shares issued and outstanding 20,999 20,999
Unearned Stock Compensation (6,547) (7,168)
Unrealized Investment Gains (Losses) 19,009 39,726
Cumulative Foreign Currency Translation Adjustment (414) (204)
Retained Earnings 375,253 364,065
---------------- ----------------
Total Shareholders' Equity 572,527 580,861
---------------- ----------------
Total Liabilities, Redeemable Preferred Stock and Shareholders'
Equity $ 3,051,526 $ 3,060,765
================ ================
See Notes to Consolidated and Condensed Financial Statements.
</TABLE>
2
<PAGE> 3
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
(In 000's, except per share data) 1997 1996
------------ -------------
(Unaudited)
<S> <C> <C>
REVENUES
Insurance Premiums & Policy Charges $ 86,441 $ 77,526
Broadcasting Revenues 30,021 28,880
Net Investment Income 39,055 37,316
Service Contract Revenue 1,725 1,791
Realized Investment Gains (Losses) 2,675 1,195
------------ ------------
Total Revenues 159,917 146,708
------------ ------------
EXPENSES
Policyholder Benefits 58,605 57,528
Insurance commissions 19,056 15,254
General Insurance Expenses 16,573 15,075
Amortization of Deferred Acquisition Costs and Cost of
Business Acquired 11,367 11,937
Broadcasting Expenses 21,934 21,752
Interest Expense 3,655 3,657
Other Expenses 4,605 845
------------ ------------
Total Expenses 135,795 126,048
------------ ------------
Income Before Income Taxes 24,122 20,660
Provision for Income Taxes 8,255 6,605
------------ ------------
NET INCOME $ 15,867 $ 14,055
============ ============
EARNINGS PER SHARE: (Exhibit 11) $ .72 $ .64
Dividends Per Common Share $ .185 $ .17
</TABLE>
See Notes to Consolidated and Condensed Financial Statements.
3
<PAGE> 4
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
(In 000's) 1997 1996
--------- ----------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 15,867 $ 14,055
Adjustments to reconcile net income to net cash provided (used) in
operating activities:
Increase (decrease) in policy liabilities 2,328 (623)
Decrease in accounts payable and accrued liabilities (8,640) (297)
(Increase) Decrease in receivables (3,612) 3,905
Amortization of policy acquisition costs and cost of business
acquired 11,367 11,938
Policy acquisition costs deferred (12,379) (11,751)
Realized investment (gains) losses (2,675) (1,195)
Gain on sale of operating assets (557) (479)
Depreciation and amortization 5,407 4,348
Amortization of bond premium and discount (1,896) (864)
Provision for deferred income taxes 344 907
All other operating activities, net 7,998 (7,105)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 13,552 12,839
INVESTMENT ACTIVITIES
Investment securities sold 39,488 36,562
Investment securities matured or redeemed by issuer 16,783 22,290
Cost of investment securities acquired (82,792) (81,752)
Mortgage loans made (12,331) (9,612)
Mortgage loan repayments 4,118 6,889
Purchase of investment real estate, buildings and equipment (5,118) (12,408)
Sale of investment real estate, buildings and equipment 3,921 7,386
Purchase of short-term investments -- (42,782)
Sales of short-term investments -- 42,532
All other investment activities, net (1,056) 1,022
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (36,987) (29,873)
FINANCING ACTIVITIES
Proceeds from borrowings 764,000 655,500
Principal payments on debt (764,069) (649,889)
Dividends paid (4,679) (4,386)
Stock issued for employee benefit and compensation programs 584 692
Return of policyholders' account balances (10,943) (8,895)
Receipts credited to policyholders' account balances 18,707 18,153
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,600 11,175
---------
INCREASE (DECREASE) IN CASH (19,835) (5,859)
Cash at beginning of year 36,774 43,741
--------- ---------
CASH AT END OF PERIOD $ 16,939 $ 37,882
========= =========
</TABLE>
See Notes to Consolidated and Condensed Financial Statements
4
<PAGE> 5
THE LIBERTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
March 31, 1997
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated and condensed financial
statements of The Liberty Corporation and Subsidiaries (the Company)
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
information included is not necessarily indicative of the annual
results that may be expected for the year ended December 31, 1997, but
it does reflect all adjustments (which are of a normal and recurring
nature) considered, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented. For
further information, refer to the consolidated financial statements and
footnotes thereto included in The Liberty Corporation annual report on
Form 10-K for the year ended December 31, 1996.
2. EARNINGS PER SHARE
In February, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). This Standard is effective for financial
statements issued for periods ending after December 15, 1997, with no
early application permitted. This Standard replaces Accounting
Principles Board Opinion No. 15, "Earnings Per Share" ("APB 15") by
making the requirements for earnings per share information more
consistent with international accounting standards. SFAS 128 replaces
the presentation of primary earnings per share with basic earnings per
share, which is a simpler calculation that assumes no dilution from
common stock equivalents. Basic earnings per share is calculated by
dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period. In addition
to basic earnings per share, diluted earnings per share must also be
presented, which is calculated similarly to fully diluted earnings per
share pursuant to APB 15. The adoption of this Standard will not result
in material differences from the earnings per share as calculated and
reported under APB 15.
3. COMMITMENTS AND CONTINGENCIES
At March 31, 1997, the Company had made commitments as shown below:
<TABLE>
<S> <C>
(In 000's)
Investment real estate $ 5,324
Mortgage loans and bonds 35,764
Other 13,285
-----------
$ 54,373
===========
</TABLE>
4. RECLASSIFICATIONS
Certain reclassifications have been made in the previously reported
financial statements to make the prior year amounts comparable to those
of the current year. Such reclassifications had no effect on previously
reported net income, total assets, or stockholders equity.
<PAGE> 6
PART I, ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(Unaudited)
OPERATIONS
Consolidated first quarter net income of $15.9 million increased 13% over 1996's
first quarter (see table below). Operating earnings (which exclude net realized
investment gains and losses) increased $.9 million (7%) over 1996's first
quarter. Net income reflects realized investment gains (after-tax) of $1.8
million in the first quarter of 1997 versus realized investment gains of $.9
million in the first quarter of 1996.
<TABLE>
<CAPTION>
First Quarter
1997 1996
--------------------
<S> <C> <C>
Income Before Income Taxes $ 24,122 $ 20,660
Income Taxes 8,255 6,605
--------- ---------
Net Income $ 15,867 $ 14,055
========= =========
</TABLE>
Excluding realized gains and losses, the Company's insurance operations
generated an increase in operating earnings of $1.6 million over the comparable
prior year quarter, broadcasting reported an increase of $.6 million, and the
Parent Company had a $1.3 million higher loss than the prior year.
The operating earnings increase from the insurance operations was due to a $1.0
million improvement in FamilySide preneed, a $.5 million improvement in Liberty
Life, and a $.1 million improvement in Liberty Insurance Services, the Company's
third party insurance administration arm. The improvement in FamilySide's
reported earnings was driven by higher net investment income, and expense levels
that were relatively flat with the prior year. Additionally, FamilySide reported
an increase in premium revenues for the first quarter of 1997, the first such
increase in several quarters. FamilySide sales are expected to continue to
improve as the negative effect on sales resulting from the transition associated
with the revamping of the product portfolio over the last year appears to be
lessening. Liberty Life reported improved earnings primarily due to continuing
strong premium revenue growth and improved mortality results in the Mortgage
Protection division, offsetting a slight decline in earnings from the Agency
(home service) division compared to the prior year quarter. The Mortgage
Protection division continued to generate strong sales growth during the first
quarter, primarily on the strength of an accidental death product.
The broadcasting operations reported a $.6 million increase in earnings compared
to the first quarter of 1996, an increase of 22%. While broadcasting revenues
increased $1.1 million (4%), strong expense controls allowed this increase to
fall to the bottom line and contribute to the overall 22% earnings increase.
Local and national revenues were strong for the quarter, and offset the expected
decline in political revenues from the comparable prior year quarter.
The Parent Company had an additional loss of $1.3 million during the first
quarter of 1997 compared to the same quarter in 1996. This was primarily due to
the first quarter of 1996 including a one time non-recurring adjustment of $1.6
million (after-tax) related to reducing previously accrued expenses due to a
technical change in how vacation benefits are earned.
Consolidated revenues increased $13.3 million (9%) from the prior year first
quarter due to a $10.2 million (9%) increase in revenues from the insurance
operations, a $1.1 million increase in broadcasting revenues, and a $1.8 million
increase in the parent company. Excluding the impact of realized investment
gains and losses, consolidated revenues increased $11.7 million (8%).
Insurance premiums and policy charges increased $8.9 million (11%) over the
$77.5 million reported in 1996. The Liberty Life Mortgage Protection division
contributed the largest portion of this increase, with FamilySide reporting a
slight increase as well.
6
<PAGE> 7
The Liberty Corporation and Subsidiaries March 31, 1997
Management's Discussion and Analysis Operations
The increase in broadcasting revenues for the quarter was driven by higher
national and local revenues which more than offset a decline in political
revenues, which was expected, and a slight decline in network compensation.
National and local revenues increased a combined $1.5 million over the first
quarter of 1996. The cable operations reported an increase in revenues of $.2
million over the prior year.
The $3.8 million (25%) increase in commissions is primarily related to the
growth of the Company's accidental death product group. A substantial amount of
this line of business is marketed through a third party marketer. All payments
to this third party, which include commissions and certain payments for certain
general and administrative functions, are reported as commissions expense.
The increase in other expenses is primarily attributed to lower 1996 expenses
resulting from the release of an accrual in 1996 related to a change in how
vacation benefits are earned.
INVESTMENTS
As of March 31, 1997, Liberty's consolidated investment portfolio was carried at
$2.1 billion. Approximately 73% of consolidated invested assets were in fixed
maturity securities (bonds and redeemable preferred stocks), 12% were in
mortgage loans, 6% in real estate, with the balance consisting of policy loans
(5%), equity securities (3%), and other long term investments (1%).
The overall average credit rating of fixed maturity securities as of March 31,
1997 was AA-. Less than investment grade securities comprised 2.5% of the fixed
maturity portfolio at March 31, 1997.
Approximately 43% of the Company's $1.5 billion bond portfolio at March 31,
1997, was comprised of mortgage-backed securities compared to 45% at December
31, 1996. Certain mortgage-backed securities are subject to significant
prepayment or extension risk due to changes in interest rates. In periods of
declining interest rates, mortgages may be repaid more rapidly than scheduled as
borrowers refinance higher rate mortgages to take advantage of the lower current
rates. As a result, holders of mortgage-backed securities may receive large
prepayments on their investments which cannot be reinvested at interest rates
comparable to the rates on the prepaid mortgages. In a rising interest rate
environment refinancings are significantly curtailed and the payments to the
holders of the securities decline, limiting the ability of the holder to
reinvest at the higher interest rates. Mortgage-backed pass-through securities
and sequential collateralized mortgage obligations ("CMO's"), which comprised
17% of the book value of the Company's mortgage-backed securities at March 31,
1997, and 17% at December 31, 1996, are sensitive to prepayment or extension
risk. The remaining 83% of the Company's mortgage-backed investment portfolio at
March 31, 1997 and December 31, 1996, consisted of planned amortization class
("PAC") instruments. These investments are designed to amortize in a more
predictable manner by shifting the primary prepayment and extension risk of the
underlying collateral to investors in other tranches of the CMO.
Mortgage loans of $239.2 million comprised 12% of the consolidated investment
portfolio at March 31, 1997 Substantially all of these mortgage loans are
commercial mortgages with a loan to value ratio not exceeding 75% when made.
These loans are concentrated in the southeast primarily in the states of North
Carolina, South Carolina, Georgia, Florida, Virginia, Louisiana and Tennessee.
Investment real estate at March 31, 1997, of $131.4 million comprised 6% of the
consolidated investment portfolio, the same percentage as at December 31, 1996
Three key property types make up the bulk of the Company's real estate
investment assets: residential land development, business parks, and business
property rentals. The majority of the Company's investment real estate is
located in South Carolina, Florida, Georgia, and North Carolina. On March 7,
1997, the Company announced that it had signed a contract to contribute
substantially all of its business rental property to a real estate investment
trust in exchange for shares of the trust and cash. Additionally, the real
estate investment trust agreed to acquire most of Liberty's business park land
development projects over a 10 year period. The transaction is expected to close
around May 15, 1997. Cash received from the transaction is expected to be used
initially to repay debt.
7
<PAGE> 8
The Liberty Corporation and Subsidiaries March 31, 1997
Management's Discussion and Analysis Operations
FINANCIAL POSITION
In accordance with the provisions of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", the Company reported an unrealized
gain of $19.0 million on fixed maturity securities available for sale and equity
securities as of March 31, 1997. This compares with an unrealized gain of $39.7
million at December 31, 1996. The decrease is due to the negative impact on the
market value of the portfolio associated with rising interest rates during the
first quarter. Due to the requirements of SFAS No. 115, shareholders equity will
be subject to future volatility from the effects of interest rate fluctuations
on the fair value of fixed maturity securities.
CAPITAL, FINANCING AND LIQUIDITY
The Company's net cash flow from operating activities was $13.5 million for the
first quarter of 1997 compared to $12.8 million for the same period of 1996. The
Company's net cash used in investing activities was $37.0 million, and cash flow
provided from financing activities was $3.6 million. As a result of its
activities, the Company had a $19.8 million decrease in cash compared to a
decrease of $5.8 million in the same period in 1996.
At March 31, 1997, the Company's borrowings and notes payable amounted to $247.8
million, which was the same balance reported at December 31, 1996. As mentioned
above, the proceeds from the sale of the Company's business rental properties,
which is expected to occur during the second quarter, is expected to be used
initially to repay debt.
The Company has periodically used various interest rate swaps and caps to help
minimize the impact of a potential significant rise in short term interest
rates. (See the Company's 1996 Annual Report to Shareholders for a description
of the interest rate swaps and caps in place.) The Company has not used interest
rate swaps or any other derivative financial instruments to manage its interest
rate exposure on interest sensitive universal-life type products.
Other Company commitments are shown in Note 3 contained in the accompanying
financial statements. Additional detail as to commitments and financing is
contained in the Notes to the Consolidated Financial Statements in the Company's
annual report on Form 10K for the year ended December 31, 1996.
Further discussion of investments and valuation is contained in Notes 1 and 2 to
the Consolidated Financial Statements in the Company's annual report on Form 10K
for the year ended December 31, 1996.
ACCOUNTING DEVELOPMENTS
In February, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). This
Standard is effective for financial statements issued for periods ending after
December 15, 1997, with no early application permitted. The adoption of this
Standard is not expected to result in material differences from the earnings per
share as calculated under APB 15. For additional information, see Note 2 to the
Consolidated and Condensed Financial Statements within this report.
8
<PAGE> 9
The Liberty Corporation and Subsidiaries March 31, 1997
Management's Discussion and Analysis of Operations
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 the Company, 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 following:
changes in general economic conditions, including the performance of financial
markets and interest rates; competitive, regulatory, or tax changes that affect
the cost of or demand for the Company's products; and adverse litigation
results. 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.
9
<PAGE> 10
PART II, ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) A list of the exhibits filed with this report is included in the
Index to Exhibits filed herewith.
(b) The filing of Form 8-K was not required during the first quarter of
1997.
INDEX TO EXHIBITS
EXHIBIT 11 Consolidated Earnings Per Share Computation
EXHIBIT 27 Financial Data Schedule (Electronic Filing Only)
10
<PAGE> 11
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.
THE LIBERTY CORPORATION Date: May 13, 1997
- -----------------------
(Registrant)
/s/ H. Ray Eanes
- ----------------
H. Ray Eanes
Senior Vice President Finance & Treasurer
/s/ John P. Smith
- -----------------
John P. Smith
Corporate Controller
11
<PAGE> 1
Exhibit 11
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED EARNINGS PER SHARE COMPUTATION
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1997 1996
------------------------
(Unaudited)
<S> <C> <C>
PRIMARY SHARES
Common shares outstanding - end of period 20,251,865 20,092,805
Weighted average common shares outstanding 20,234,731 20,080,138
Weighted average common stock options outstanding 207,968 160,246
Preferred stock considered a common stock equivalent 599,985 599,985
---------- ----------
Total primary shares 21,042,684 20,840,369
========== ==========
FULLY DILUTED SHARES
Weighted average common shares outstanding 20,234,731 20,080,138
Weighted average common stock options outstanding 221,065 160,290
Preferred stock considered a common stock equivalent 599,985 599,985
Assumed conversion of redeemable preferred stock not considered
a common stock equivalent 1,259,236 1,261,281
---------- ----------
Total fully diluted shares 22,315,017 22,101,694
========== ==========
NET INCOME $15,867,000 $14,055,000
========== ==========
PREFERRED STOCK DIVIDENDS ON REDEEMABLE PREFERRED STOCK
Dividends $ 661,000 $ 663,000
========== ==========
Primary earnings per share (net income minus preferred dividends
divided by total primary shares) $ 0.72 $ 0.64
========== ==========
Fully diluted earnings per share (net income divided by total
fully diluted shares) $ 0.71 $ 0.64
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
EXHIBIT-27
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE LIBERTY CORPORATION FOR THE THREE MONTHS ENDED MARCH
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 1,527,054
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 60,879
<MORTGAGE> 239,170
<REAL-ESTATE> 131,384
<TOTAL-INVEST> 2,081,702
<CASH> 16,939
<RECOVER-REINSURE> 282,669
<DEFERRED-ACQUISITION> 337,258
<TOTAL-ASSETS> 3,051,526
<POLICY-LOSSES> 1,862,425
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 29,142
<POLICY-HOLDER-FUNDS> 37,026
<NOTES-PAYABLE> 247,791
45,530
20,999
<COMMON> 164,227
<OTHER-SE> 387,301
<TOTAL-LIABILITY-AND-EQUITY> 3,051,526
86,441
<INVESTMENT-INCOME> 39,055
<INVESTMENT-GAINS> 1,725
<OTHER-INCOME> 30,021
<BENEFITS> 58,605
<UNDERWRITING-AMORTIZATION> 11,367
<UNDERWRITING-OTHER> 35,629
<INCOME-PRETAX> 24,122
<INCOME-TAX> 8,255
<INCOME-CONTINUING> 15,867
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,867
<EPS-PRIMARY> .72
<EPS-DILUTED> .71
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
