<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended September 30, 1995
Commission File Number 1-2964
__________________
TRANSAMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0932740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices)
(Zip Code)
(4l5) 983-4000
(Registrant's telephone number, including area code)
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
Number of shares of Common Stock, $1 par value, outstanding as of close
of business on October 31, 1995: 68,369,681 shares, after deducting
11,368,781 shares in treasury.
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TRANSAMERICA CORPORATION
FORM 10-Q
Part I. Financial Information
Item 1. Financial Statements.
The following unaudited consolidated financial statements of
Transamerica Corporation and Subsidiaries, for the periods ended September 30,
1995 and 1994, do not include complete financial information and should be
read in conjunction with the Consolidated Financial Statements filed with the
Commission in Transamerica's Annual Report on Form 10-K for the year ended
December 31, 1994. The financial information presented in the financial
statements included in this report reflects all adjustments, consisting only
of normal recurring accruals, which are, in the opinion of management,
necessary for a fair statement of results for the interim periods presented.
Results for the nine months are not necessarily indicative of the results for
the entire year for most of the Corporation's businesses.
On March 31, 1995, Transamerica acquired a portfolio of approximately
40,000 home equity loans from ITT Consumer Financial Corporation (ITT) for
$1,029.3 million in cash. For a discussion of this transaction see Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
* * * * *
Earnings per share are calculated by dividing income available to common
shareholders by the average number of common and (where materially dilutive)
common stock equivalent shares outstanding. Earnings available to common
shareholders are computed by deducting preferred dividends from income. The
computation of primary earnings per share is based upon the weighted average
number of common shares outstanding during the period. The computation of
fully diluted earnings per share is based upon the weighted average number of
common shares outstanding during the period plus the effect of common stock
equivalents (where materially dilutive), using the treasury stock method.
The consolidated ratios of earnings to fixed charges were computed by
dividing income from continuing operations before fixed charges and income
taxes by the fixed charges. Fixed charges consist of interest and debt
expense and one-third of rent expense, which approximates the interest factor.
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TRANSAMERICA CORPORATION AND SUBSIDIARIES
_____________
CONSOLIDATED BALANCE SHEET
Assets
September 30, December 31,
1995 1994
Investments, principally of life
insurance subsidiaries:
Fixed maturities $24,994.1 $21,037.0
Equity securities 707.3 427.2
Mortgage loans and real estate 463.6 455.5
Loans to life insurance policyholders 412.0 412.9
Short-term investments 85.5 163.7
_________ _________
26,662.5 22,496.3
Finance receivables 8,230.2 7,426.1
Less unearned fees ($283.4 in 1995
and $248.2 in 1994) and allowance for
losses 533.4 455.2
_________ _________
7,696.8 6,970.9
Cash and cash equivalents 84.6 64.3
Trade and other accounts receivable 3,177.0 2,610.3
Property and equipment, less accumulated
depreciation of $1,085.6 in 1995 and
$974.9 in 1994:
Land, buildings and equipment 412.5 360.7
Equipment held for lease 2,839.1 2,606.6
Deferred policy acquisition costs 2,039.3 2,480.5
Separate account assets 2,282.3 1,666.5
Goodwill, less accumulated amortization of
$128 in 1995 and $123.2 in 1994 405.7 443.7
Other assets 749.3 694.0
_________ _________
$46,349.1 $40,393.8
========= =========
(Amounts in millions)
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TRANSAMERICA CORPORATION AND SUBSIDIARIES
_________________
CONSOLIDATED BALANCE SHEET (Continued)
Liabilities and Shareholders' Equity
September 30, December 31,
1995 1994
Life insurance policy liabilities $26,910.6 $24,731.7
Notes and loans payable, principally of
finance subsidiaries, of which $1,092.1
in 1995 and $1,684 in 1994 matures
within one year 10,173.3 9,173.1
Accounts payable and other liabilities 1,785.9 1,627.5
Income taxes 903.7 259.2
Separate account liabilities 2,282.3 1,666.5
Minority interest in preferred securities
of affiliate 200.0 200.0
Shareholders' equity:
Preferred Stock ($100 par value):
Authorized--1,200,000 shares; issuable
in series, cumulative
Outstanding--Dutch Auction Rate Trans-
ferable Securities, 2,250 shares, at
liquidation preference of $100,000
per share, weighted average dividend
rate of 4.32% in 1995 and 4.76% in 1994 225.0 225.0
Outstanding--Series D, 180,091 shares in
1995 and 181,642 shares in 1994, at
liquidation preference of $500 per
share, cumulative dividend rate of 8.5% 90.0 90.8
Preference Stock (without par value)--
5,000,000 shares authorized; none
outstanding
Common Stock ($1 par value):
Authorized--150,000,000 shares
Outstanding--68,335,602 shares in 1995
and 69,395,099 shares in 1994, after
deducting 11,402,860 shares and
10,343,363 shares in treasury 68.3 69.4
Additional paid-in capital 14.2 96.5
Retained earnings 2,801.8 2,557.4
Net unrealized gain (loss) on investments
marked to fair value 918.8 (265.1)
Foreign currency translation adjustments (24.8) (38.2)
_________ _________
4,093.3 2,735.8
_________ _________
$46,349.1 $40,393.8
========= =========
(Amounts in millions except for share data)
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<TABLE>
TRANSAMERICA CORPORATION AND SUBSIDIARIES
_______________
CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
REVENUES
Life insurance premiums and related
income $1,424.7 $1,141.5 $ 494.1 $ 402.0
Investment income 1,476.3 1,318.5 501.1 454.5
Finance charges and other fees 867.5 773.1 296.0 265.1
Leasing revenues 520.5 445.0 177.5 166.8
Real estate and tax service revenues 147.9 200.6 54.3 51.3
Gain on investment transactions 51.3 16.6 38.0 9.2
Other 94.5 74.4 20.2 22.4
________ ________ ________ ________
4,582.7 3,969.7 1,581.2 1,371.3
EXPENSES
Life insurance benefits 2,169.4 1,793.8 754.3 623.9
Life insurance underwriting, acquisition
and other expenses 407.8 384.8 128.0 128.1
Leasing operating and maintenance costs 269.3 232.6 90.0 88.0
Interest and debt expense 535.4 413.3 181.3 148.2
Provision for losses on receivables 77.4 76.0 26.0 27.9
Other, including administrative and general
expenses 593.1 572.2 221.3 193.6
________ ________ ________ ________
4,052.4 3,472.7 1,400.9 1,209.7
________ ________ ________ ________
530.3 497.0 180.3 161.6
Income taxes 169.2 182.7 33.3 56.7
________ ________ ________ ________
Income from continuing operations 361.1 314.3 147.0 104.9
Loss from discontinued operations (0.7)
________ ________ ________ ________
Net income $ 361.1 $ 313.6 $ 147.0 $ 104.9
======== ======== ======== ========
Primary earnings per share of common
stock:
Income from continuing operations $5.04 $4.03 $2.08 $1.40
Loss from discontinued operations (0.01)
_____ _____ _____ _____
Net income $5.04 $4.02 $2.08 $1.40
===== ===== ===== =====
Earnings per common share assuming
full dilution:
Income from continuing operations $5.04 $4.03 $1.99 $1.40
Loss from discontinued operations (0.01)
_____ _____ _____ _____
Net income $5.04 $4.02 $1.99 $1.40
===== ===== ===== =====
Dividends per share of common stock $1.50 $1.50 $0.50 $0.50
===== ===== ===== =====
Ratio of earnings to fixed charges 1.96 2.14
<FN>
(Dollar amounts in millions except for share data)
</TABLE>
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TRANSAMERICA CORPORATION AND SUBSIDIARIES
____________
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
Nine months ended
September 30,
1995 1994
Balance at beginning of year $2,557.4 $2,297.9
Net income 361.1 313.6
Dividends on common stock (103.1) (108.2)
Dividends on preferred stock (13.6) (18.2)
________ ________
Balance at end of period $2,801.8 $2,485.1
======== ========
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine months ended
September 30,
1995 1994
OPERATING ACTIVITIES
Income from continuing operations $ 361.1 $ 314.3
Adjustments to reconcile income from
continuing operations to net cash
provided by operating activities:
Increase in life insurance policy
liabilities, excluding policyholder
balances on interest-sensitive policies 803.0 638.1
Amortization of policy acquisition costs 152.0 141.1
Policy acquisition costs deferred (289.9) (295.0)
Depreciation and amortization 223.8 183.9
Other (254.9) 167.9
_________ _________
Net cash provided by continuing operations 995.1 1,150.3
INVESTING ACTIVITIES
Finance receivables originated (13,979.6) (12,901.9)
Finance receivables collected or sold 14,055.5 12,422.4
Purchase of investments (4,365.1) (8,321.2)
Sales and maturities of investments 2,568.8 6,281.9
Purchase of the container division assets
of Tiphook plc (1,061.4)
Purchase of finance receivables and other
assets from ITT Consumer Finance
Corporation (1,029.3)
Proceeds from disposition of discontinued
operations 326.4
Cash transactions with discontinued operations 5.4
Other (382.8) (483.6)
_________ _________
Net cash used by investing activities (3,132.5) (3,732.0)
FINANCING ACTIVITIES
Proceeds from debt financing 6,510.1 5,730.3
Payment of notes and loans (5,525.4) (4,421.3)
Receipts from interest-sensitive policies
credited to policyholder account balances 4,003.8 3,477.6
Return of policyholder balances on
interest-sensitive policies (2,629.9) (1,708.4)
Treasury stock purchases (119.7) (338.3)
Other common stock transactions 36.3 6.5
Redemption of preferred stock (0.8)
Dividends (116.7) (126.4)
_________ _________
Net cash provided by financing activities 2,157.7 2,620.0
_________ _________
Increase in cash and cash equivalents 20.3 38.3
Cash and cash equivalents at beginning
of year 64.3 92.7
_________ _________
Cash and cash equivalents at end of period $ 84.6 $ 131.0
========= =========
(Amounts in millions)
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Consolidated Results
Transamerica's income from continuing operations for the first nine
months of 1995 increased $46.8 million (15%), compared to the first nine
months of 1994. Income from continuing operations for the first nine months
of 1995 included net after tax gains from investment transactions aggregating
$33.4 million compared to $10.8 million in the first nine months of 1994. In
the first nine months of 1995 Transamerica's income from continuing operations
before investment transactions increased $24.2 million (8%). Income from
continuing operations before investment transactions for the 1995 period
includes a $30 million tax benefit from the satisfactory resolution of prior
years' tax matters and a $2.9 million after tax benefit from the settlement of
a class action lawsuit involving an investment in fixed maturity securities
issued by Franklin Savings Association. These items were offset in part by a
$21.5 million after tax provision for an expected loss on the Transamerica
Center in downtown Los Angeles in anticipation of a planned sale and leaseback
transaction that is subject to regulatory approval. Excluding these unusual
items, income from continuing operations before investment transactions for
the first nine months of 1995 increased $12.8 million (4%) due primarily to
increases in life insurance, leasing and commercial lending operating results.
Partially offsetting these improvements were declines in real estate services
and asset management, and consumer lending operating results and higher
unallocated interest and expenses.
Transamerica's income from continuing operations for the third quarter
of 1995 increased $42.1 million (40%) compared to the third quarter of 1994.
Income from continuing operations for the third quarter of 1995 included net
after tax gains from investment transactions aggregating $24.8 million
compared to $6 million in the third quarter of 1994. In the third quarter of
1995 Transamerica's income from continuing operations before investment
transactions increased $23.3 million (24%). Income from continuing operations
before investment transactions for the 1995 period includes the items
discussed in the preceding paragraph. Excluding these unusual items, income
from continuing operations before investment transactions for the third
quarter of 1995 increased $11.9 million (12%) due primarily to increases in
life insurance, leasing, consumer lending and commercial lending operating
results and lower unallocated interest and expenses. Partially offsetting
these improvements were declines in real estate services and asset management
operating results.
Gain (loss) on investment transactions, pretax, included in consolidated
revenues, comprises (amounts in millions):
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Nine months ended Three months ended
September 30, September 30,
1995 1994 1995 1994
Net gain on sale of investments $74.5 $43.0 $51.9 $19.7
Adjustment for impairment in value (17.0) (17.5) (10.3) (7.7)
Accelerated amortization of deferred
policy acquisition costs (6.2) (8.9) (3.6) (2.8)
_____ _____ _____ _____
$51.3 $16.6 $38.0 $ 9.2
===== ===== ===== =====
The net gain on sale of investments for the first nine months and third
quarter of 1995 includes $23.5 million from the settlement of a class action
lawsuit involving an investment in fixed maturity securities issued by
Franklin Savings Association.
The amortization of deferred policy acquisition costs is adjusted due to
gains or losses realized on the sale of certain investments. The adjustment
to the amortization of deferred policy acquisition costs is included in
investment transactions as an offset to the related gains or losses.
Investment transactions also reflected downward adjustments primarily for
impairment in the value of certain nonperforming fixed maturity investments,
mortgage loans, real estate investments and real estate acquired through
foreclosure.
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<TABLE>
REVENUES AND INCOME BY LINE OF BUSINESS
<CAPTION>
Nine months ended September 30, Third quarter
Revenues Income Income
1995 1994 1995 1994 1995 1994
(Amounts in millions, except for share data)
<S> <C> <C> <C> <C> <C> <C>
Consumer lending $ 578.1 $ 515.1 $ 64.8 $ 68.4 $ 24.2 $ 22.7
Commercial lending 322.8 281.1 47.5 38.5 14.5 13.1
Leasing 543.2 456.6 55.8 45.1 20.7 16.4
Amortization of goodwill (9.8) (9.8) (3.3) (3.3)
________ ________ ______ ______ ______ ______
Finance 1,444.1 1,252.8 158.3 142.2 56.1 48.9
Life insurance 2,889.6 2,454.4 213.7 179.7 78.6 64.8
Investment transactions 31.5 20.4 20.5 13.2 19.5 6.2
________ ________ ______ ______ ______ ______
Life insurance 2,921.1 2,474.8 234.2 192.9 98.1 71.0
Real estate services and
asset management 209.3 258.9 23.1 51.8 7.4 9.7
Amortization of goodwill (0.4) (1.3) (0.1) (0.4)
________ ________ ______ ______ ______ ______
Real estate services
and asset management 209.3 258.9 22.7 50.5 7.3 9.3
Unallocated:
Interest and other
expenses 2.2 1.7 (67.0) (68.9) (19.8) (24.1)
Investment trans-
actions 19.8 (3.7) 12.9 (2.4) 5.3 (0.2)
________ ________ ______ ______ ______ ______
Unallocated investment
transactions, interest
and other expenses 22.0 (2.0) (54.1) (71.3) (14.5) (24.3)
Consolidation
eliminations (13.8) (14.8)
________ ________ ______ ______ ______ ______
Total revenues and
income from continuing
operations $4,582.7 $3,969.7 $361.1 $314.3 $147.0 $104.9
======== ======== ====== ====== ====== ======
Primary earnings per share
of common stock:
Income from continuing
operations before
investment transactions $4.56 $3.88 $1.72 $1.31
Gain on investment
transactions 0.48 0.15 0.36 0.09
_____ _____ _____ _____
Income from continuing
operations $5.04 $4.03 $2.08 $1.40
===== ===== ===== =====
</TABLE>
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Consumer Lending
On March 31, 1995, the consumer lending operation purchased for $1,029.3
million in cash substantially all the assets and assumed certain liabilities
of the home equity business of ITT. The purchase price was allocated as
follows: consumer finance receivables of $955 million, which were all real
estate secured, of which 14% was located in California; allowance for losses
of $52.5 million; assets held for sale of $28.7 million; customer renewal
rights of $109.1 million; and assumed liabilities of $11 million. The
consumer lending operation did not assume any borrowings, tax liabilities or
contingent liabilities of ITT. The purchase price has been allocated to the
assets acquired based on the best information currently available as to the
fair value of those assets. Pending completion of review, the purchase price
allocation may be revised.
Consumer lending net income for the first nine months and third quarter
of 1995 was $64.7 million and $24.2 million compared to $68.3 million and
$22.7 million for the comparable periods of 1994. Consumer lending income,
before the amortization of goodwill, for the first nine months and third
quarter of 1995 was $64.8 million and $24.2 million compared to $68.4 million
and $22.7 million in the comparable periods of 1994.
Consumer lending income, before the amortization of goodwill, for the
first nine months and third quarter of 1995, decreased $3.6 million (5%) and
increased $1.5 million (7%) from the first nine months and third quarter of
1994. These comparisons reflect reduced fee income in both periods and
additional earnings from the receivables acquired from ITT which more than
offset the reduced fee income in the third quarter. Prepayment and other fee
income was lower in the first nine months and third quarter of 1995 in
comparison to the first nine months and third quarter of 1994 because
increased competition (principally in California) produced a high level of
refinancing activity in 1994 which did not continue into 1995. In response to
the increased competition, the company introduced lower rates in 1994 which
produced a higher level of customer renewals and related fee income in 1994
but a lower level of interest income in 1995.
Revenues increased $63 million (12%) and $25.7 million (15%) in the
first nine months and third quarter of 1995 compared to 1994's first nine
months and third quarter mainly due to higher interest income resulting
principally from the effects of the ITT acquisition, which more than offset
the effects of lower fee income.
Interest expense increased $53.5 million (29%) and $19.7 million (31%) in
the first nine months and third quarter of 1995 over the comparable 1994
periods as a result of the higher levels of finance receivables outstanding
and an increase in short-term interest rates. The provision for losses on
receivables increased $4.4 million (7%) in the first nine months of 1995 over
the comparable 1994 period due to increases in credit losses. In the third
quarter of 1995, the provision for losses on receivables decreased $900,000
(4%) compared to the year ago period due to the effects of a decline in net
receivables outstanding during the third quarter of 1995, compared to an
increase in net receivables outstanding during the third quarter of 1994.
Credit losses, net of recoveries, on an annualized basis as a percentage of
average consumer finance receivables outstanding, net of unearned finance
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charges, were 1.77% and 1.78% for the first nine months and third quarter of
1995 compared to 1.91% and 2.01% for the comparable periods of 1994. The
decrease resulted from the effects of the inclusion of the ITT portfolio in
average receivables outstanding. Credit losses (net of recoveries) in total
increased $8.5 million (15%) and $2.6 million (13%) in the first nine months
and third quarter of 1995 over the comparable 1994 periods.
Consumer lending receivables grew 21% in the first nine months of 1995
due principally to the portfolio purchased from ITT. Excluding the loans
acquired from ITT, receivable growth was 1%. Net consumer finance receivables
outstanding of $5 billion at September 30, 1995 included $4.1 billion of real
estate secured loans, principally first and second mortgages secured by
residential properties, of which 38% are located in California. Real estate
loans originated in the third quarter of 1995 were $269.9 million compared to
$476.8 million in the third quarter of 1994, due to a decline in renewal
volume (which was caused in part by a return to higher rates in early 1995)
and increased competition. The non-real estate loan portfolio has grown 12.7%
since December 31, 1994, reflecting management's strategy to pursue growth in
that area.
Delinquent finance receivables, which are defined as receivables
contractually past due 60 days or more, were $139.2 million (2.65% of finance
receivables outstanding) at September 30, 1995 compared to $197.4 million
(3.71% of finance receivables outstanding) at June 30, 1995 and $90.2 million
(2.08% of finance receivables outstanding) at December 31, 1994. The $49
million increase from December 31, 1994 to September 30, 1995 includes the
effects of the ITT portfolio acquisition which included the purchase of
delinquent accounts at a discount. The $58.2 million decrease from June 30,
1995 to September 30, 1995 is principally due to accelerated collection
activity on the acquired ITT portfolio. Management has established an
allowance for losses equal to 3.41% of net consumer finance receivables
outstanding at September 30, 1995 compared to 2.83% at December 31, 1994; the
increase in the percentage is due to the acquisition of the ITT portfolio.
When foreclosure proceedings begin on an account secured with real
estate, the account is moved from finance receivables to other assets and is
written down to the estimated realizable value of the collateral if less than
the account balance. After foreclosure, repossessed assets are carried at the
lower of cost or fair value less estimated selling costs. Accounts in
foreclosure and repossessed assets held for sale totaled $239.1 million at
September 30, 1995, of which 73% pertained to California, compared to $226.1
million at December 31, 1994, of which 79% pertained to California. Because
future improvements may be impacted by factors such as economic conditions and
the state of the real estate market, particularly in California, the extent
and timing of any change in the trend of foreclosures and repossessed assets
remains uncertain.
Commercial Lending
Commercial lending net income for the first nine months and third quarter
of 1995 was $39.3 million and $11.7 million compared to $30.4 million and
$10.4 million for the comparable periods of 1994. Commercial lending income,
before the amortization of goodwill, for the first nine months and third
quarter of 1995 was $47.5 million and $14.5 million compared to $38.5 million
and $13.1 million in the comparable periods of 1994.
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Income, before the amortization of goodwill, for the first nine months
and third quarter of 1995 increased $9 million (23%) and $1.4 million (10%)
over the corresponding periods of 1994. Operating results for the first nine
months included a $4.8 million after tax gain from the sale of a portfolio of
consumer rediscount loans in the first quarter of 1995, $2 million of which
was included in third quarter operating income when certain seller
contingencies expired. Results for the 1994 periods included a $9 million
($5.5 million after tax) charge for the relocation of the corporate home
office, and a $5.3 million ($4 million after tax) benefit from the reversal of
a valuation allowance no longer required due to the sale of the repossessed
rent-to-own stores. Excluding the items discussed above, commercial lending
income before the amortization of goodwill, for the first nine months of 1995
increased $2.7 million (7%) and decreased $2.1 million (15%) for the quarter.
The increase for the first nine months resulted mainly from increased margins
and a lower provision for losses. Margins improved in the nine month period
as a result of a greater spread between the indices at which the commercial
lending operation loaned to customers and the indices at which funds were
borrowed. The third quarter decrease was primarily due to start-up costs
associated with the equipment finance and leasing division of business credit,
which began operations in the second quarter of 1995 and provides
collateralized equipment lending.
Revenues in the first nine months and third quarter of 1995 increased
$41.7 million (15%) and $9 million (9%) over the corresponding periods of
1994 due to a higher average portfolio yield attributable to higher interest
rates.
Interest expense increased $30.5 million (37%) and $6.2 million (21%) in
the first nine months and third quarter of 1995 over the comparable 1994
periods due to a higher average interest rate on borrowings. Operating
expenses declined $2.8 million (2%) and $1.3 million (3%) in the first nine
months and third quarter of 1995 from the comparable 1994 periods mainly as a
result of the $9 million ($5.5 million after tax) charge in the third quarter
of 1994 for the relocation of the corporate home office which was offset in
part by the $5.3 million ($4 million after tax) valuation allowance no longer
required due to the sale of the repossessed rent-to-own stores. Excluding the
unusual items in 1994, operating expenses increased $900,000 (1%) and $2.4
million (6%) in the first nine months and third quarter of 1995 primarily due
to expenses related to the start up of the equipment finance and leasing
operation. The provision for losses on receivables declined $3 million (19%)
and $1.1 million (23%) in the first nine months and third quarter of 1995 from
the comparable 1994 periods principally due to charges in 1994 related to the
consumer rediscount loan portfolio which was sold in the first quarter of
1995 and lower losses during 1995 in the liquidating portfolio offset in part
by an increased provision in the insurance premium finance business. Credit
losses, net of recoveries, on an annualized basis as a percentage of average
commercial finance receivables outstanding, net of unearned finance charges,
were 0.28% and 0.17% for the first nine months and third quarter of 1995
compared to 0.24% and 0.18% for the comparable periods of 1994.
Net commercial finance receivables outstanding at September 30, 1995
decreased $107.6 million (4%) from December 31, 1994. The lower net
receivables reflect the February 1995 sale of the consumer rediscount loan
portfolio comprising $118 million of net outstanding receivables, the
securitization of an additional $100 million of insurance premium finance
<PAGE>
Page 13
receivables which increased the eligible pool from $375 million to $475
million for a three year term, and the reclassification of $47.5 million in
net receivables outstanding to assets held for sale, which is included in
other assets on the consolidated balance sheet, resulting from the commercial
lending operation's decision in March 1995 to exit its operations in Puerto
Rico. These decreases were offset in part by receivables growth in the
equipment finance and leasing portfolio. Management has established an
allowance for losses equal to 2.69% of net commercial finance receivables
outstanding as of September 30, 1995 compared to 2.96% at December 31, 1994.
This decrease is primarily the result of reclassifying the Puerto Rico
receivables, which had a larger reserve requirement, to assets held for sale.
Delinquent receivables, which are defined as the instalment balance for
inventory finance and business credit receivables and the receivable balance
for all other receivables over 60 days past due, were $9.9 million (0.33% of
receivables outstanding) at September 30, 1995 compared to $19.1 million
(0.62% of receivables outstanding) at December 31, 1994. Delinquent
receivables declined primarily due to the reclassification of the Puerto Rico
receivables portfolio to assets held for sale. Increased delinquency in the
core business units was more than offset by the decline in the liquidating
portfolio delinquency.
Nonearning receivables, which are defined as balances from borrowers that
are over 90 days delinquent or at such earlier time as full collectibility
becomes doubtful, were $22.4 million (0.75% of receivables outstanding) at
September 30, 1995 compared to $23.3 million (0.75% of receivables
outstanding) at December 31, 1994. The decline in nonearning receivables was
primarily due to the reclassification of $5.4 million of nonearning Puerto
Rico receivables to assets held for sale which was offset by an increase in
nonearning receivables in the core business portfolio.
Assets held for sale as of September 30, 1995 totaled $20.4 million, net
of a $44.7 million valuation allowance, and consisted of Puerto Rico assets of
$49.7 million, other assets of $9.8 million, and rent-to-own receivables of
$5.6 million. The March 1995 decision to exit operations in Puerto Rico
resulted in the reclassification of $47.5 million in net receivables and $9.4
million in other assets to assets held for sale. In October 1995 the
commercial lending operation sold $48 million of the assets of its Puerto
Rican operation at no gain or loss. Assets held for sale at December 31, 1994
totaled $10.9 million, net of a $65.1 million valuation allowance, and
consisted of rent-to-own finance receivables of $72.4 million and other assets
of $3.6 million. Of the finance receivables held for sale at September 30,
1995, $6.1 million were classified as delinquent and $4.6 million were
classified as nonearning compared to $24.5 million classified as both
delinquent and nonearning at December 31, 1994.
Leasing
Leasing net income for the first nine months and third quarter of 1995
was $54.2 million and $20.1 million compared to $43.6 million and $15.9
million for the first nine months and third quarter of 1994. Leasing income,
before the amortization of goodwill, for the first nine months and third
quarter of 1995 was $55.8 million and $20.7 million compared to $45.1 million
and $16.4 million in the comparable periods of 1994.
<PAGE>
Page 14
Leasing income, before the amortization of goodwill, for the first nine
months and third quarter of 1995, increased $10.7 million (24%) and $4.3
million (26%) over the first nine months and third quarter of 1994 mainly due
to more on-hire standard and tank containers and European trailers. In
addition, higher gains were experienced on the sale of equipment and a $2.2
million after tax favorable adjustment to depreciation resulted from the
final settlement of the Tiphook purchase price in the third quarter of 1995.
Partially offsetting these increases were lower earnings in the rail trailer
business which experienced a downturn in utilization. Earnings for the nine
months also benefited from a $1.8 million settlement of an outstanding state
tax issue in the second quarter of 1995.
Revenues for the first nine months and third quarter of 1995 increased
$86.6 million (19%) and $13.9 million (8%) over the corresponding 1994
periods. The increases were primarily due to a larger standard and tank
container fleet, principally as a result of the acquisition of the container
division assets of Tiphook plc in March, 1994 and more on-hire standard, tank
and refrigerated containers and European trailers. Partially offsetting these
increases were lower revenues in the rail trailer business.
Expenses increased $69 million (18%) and $6.9 million (5%) in the first
nine months and third quarter of 1995 over 1994's first nine months and third
quarter mainly due to higher ownership and operating costs associated with
larger standard, tank and refrigerated container and European trailer fleets.
The combined utilization of standard containers, refrigerated containers,
domestic containers, tank containers and chassis averaged 86% and 85% for the
first nine months and third quarter of 1995, compared to 81% for both the
first nine months and third quarter of 1994. Rail trailer utilization was 75%
and 74% for the first nine months and third quarter of 1995 compared to 91%
for both the first nine months and third quarter of 1994. European trailer
utilization was 95% and 94% for the first nine months and third quarter of
1995 compared to 96% and 95% for the first nine months and third quarter of
1994.
Life Insurance
Net income for the first nine months and third quarter of 1995 increased
$41.3 million (21%) and $27.1 million (38%) over the corresponding periods of
1994. Net income included net after tax gains from investment transactions
of $20.5 million and $19.5 million in the first nine months and third quarter
of 1995 compared to $13.2 million and $6.2 million in the first nine months
and third quarter of 1994.
Income before investment transactions increased $34 million (19%) and
$13.8 million (21%) in the first nine months and third quarter of 1995 over
the comparable periods of 1994. Income before investment transactions in the
third quarter of 1995 included a $4.4 million tax benefit related to the
favorable settlement of a prior year tax matter and a $2.9 million after tax
benefit related to the settlement of, and related disposition of, the life
insurance operations' investment in fixed maturity securities issued by
Franklin Savings Association. The structured settlements, living benefits,
group pension and reinsurance lines all experienced increases in income before
investment transactions in the first nine months and third quarter of 1995
primarily as a result of relatively stable interest spreads on a growing asset
<PAGE>
Page 15
base. The Canadian line benefited from a lower level of claims in the third
quarter of 1995 compared to the third quarter of 1994. The individual life
insurance line continued to benefit from higher policy related income
resulting from a larger base of interest-sensitive policies but experienced a
slight decrease in income before investment transactions in the third quarter
of 1995 compared to the third quarter of 1994 primarily as a result of a
higher level of claims experienced in the current year quarter compared to the
same prior year quarter.
Investment transactions for the first nine months and third quarter of
1995 included after tax gains of $35.6 million and $28.6 million realized on
the sale of investments compared to $26.8 million and $13.1 million for the
corresponding periods of 1994. Investment transactions for the third quarter
of 1995 include an after tax gain of $15.3 million from the settlement of a
class action lawsuit involving an investment in fixed maturity securities
issued by Franklin Savings Association. In the first nine months and third
quarter of 1995 investment transactions related to interest-sensitive products
resulted in gains, and the adjustment to the amortization of deferred policy
acquisition costs reduced the gains by $4 million and $2.3 million after tax.
In the first nine months and third quarter of 1994 investment transactions
related to interest-sensitive products also resulted in gains, and the
adjustment to the amortization of deferred policy acquisition costs reduced
the gains by $5.8 million and $1.8 million after tax. Investment transactions
in the first nine months and third quarter of 1995 also reflected downward
adjustments of $11.1 million and $6.8 million after tax, primarily for
impairment in the value of certain below investment grade fixed maturity
investments. Such downward after tax adjustments were $7.7 million and $5
million in the first nine months and third quarter of 1994.
Premiums and other income increased $283.2 million (25%) and $92.1
million (23%) for the first nine months and third quarter of 1995 compared to
the corresponding periods of 1994 primarily due to an increase in reinsurance
income and an increase in charges on interest-sensitive policies.
Net investment income increased $151.9 million (12%) and $49.6 million
(11%) for the first nine months and third quarter of 1995 compared to the
corresponding periods of 1994 due primarily to increased investments. Net
investment income for the third quarter of 1995 also included $4.4 million
pretax income ($2.9 million after tax) related to the settlement of, and
related disposition of, the life insurance operations' investment in fixed
maturity securities issued by Franklin Savings Association.
Life insurance benefit costs and expenses increased $398.7 million (18%)
and $130.5 million (17%) for the first nine months and third quarter of 1995
compared to the corresponding periods of 1994 principally due to increases in
benefits paid or provided attributable to the larger base of life insurance
and annuities in force.
Cash provided by operations for the first nine months of 1995 increased
$136.1 million (45%) over the same period in 1994 principally due to the
increased investment income from asset growth and the timing in the settlement
of certain receivables and payables, including reinsurance receivables and
payables. Cash provided by operations for the third quarter of 1995 decreased
$35 million (27%) compared to the same period in 1994 principally due to the
timing in the settlement of certain receivables and payables, including
reinsurance receivables and payables offset in part by increased investment
<PAGE>
Page 16
income from asset growth. The life insurance operation continues to maintain
a sufficiently liquid portfolio to cover its operating requirements, with
remaining funds being invested in longer term securities.
Real Estate Services and Asset Management
Real estate services comprise Transamerica's real estate tax, real estate
investments, property management and other services. Asset management
comprised Criterion Investment Management Company (CIMC), which on May 2, 1995
sold substantially all of its assets for gross proceeds of $60 million, and
in 1994, Transamerica Fund Management Company which was sold on December 21,
1994. The CIMC transaction resulted in a $4.8 million after tax gain.
Real estate services and asset management net income for the first nine
months and third quarter of 1995 was $22.7 million and $7.3 million compared
to $50.5 million and $9.3 million for the comparable periods of 1994.
Income before the amortization of goodwill for the first nine months and
third quarter of 1995 decreased $28.7 million (55%) and $2.3 million (24%)
from the comparable 1994 periods, primarily due to a significant decline in
real estate tax service revenues caused by lower mortgage refinancings,
offset in part, in the nine month period, by the $4.8 million gain on the
sale of the assets of CIMC.
Revenues for the first nine months and third quarter of 1995 decreased
$49.6 million (19%) and $10.7 million (15%) from the comparable 1994 periods
as a result of decreased business at the real estate tax service operation and
the disposition of the asset management operations, offset in part, in the
nine month period, by a $23.8 million pretax gain on the CIMC transaction.
In the fourth quarter of 1995, Transamerica expects to record up to
$7 million after tax in restructuring charges principally in connection with
the real estate tax service business.
Unallocated Investment Transactions, Interest and Expenses
Unallocated investment transactions, interest and expenses, after related
income taxes, for the first nine months and third quarter of 1995 included a
$25.6 million benefit from the satisfactory resolution of prior years tax
matters. This benefit was partially offset by a $21.5 million after tax
provision for an expected loss on the Transamerica Center in downtown Los
Angeles in anticipation of a planned sale and leaseback transaction that is
subject to regulatory approval.
Excluding the items discussed above, unallocated investment transactions,
interest and expenses, after related income taxes, for the first nine months
and third quarter of 1995 resulted in a $13.1 million (18%) and $5.6 million
(23%) lower expense than in the comparable periods of 1994. The decreases
were principally due to gains on investment transactions aggregating
$12.9 million and $5.2 million in the first nine months and third quarter of
1995 compared to investment losses of $2.4 million and $200,000 in the
comparable periods of 1994. Excluding investment transactions, unallocated
interest and expenses increased $2.2 million in the first nine months of 1995
over the comparable 1994 period primarily due to increased interest expense as
<PAGE>
Page 17
a result of higher outstanding debt. Unallocated interest and expenses
excluding investment transactions for the third quarter of 1995 decreased
$200,000.
Corporate Liquidity and Capital Requirements
Transamerica Corporation receives funds from its subsidiaries in the
form of dividends, income taxes and interest on loans. The Corporation uses
these funds to pay dividends to its shareholders or purchase treasury shares,
reinvest in the operations of its subsidiaries and pay corporate interest,
expenses and taxes. Reinvested funds are allocated among subsidiaries on the
basis of capital requirements and expected returns. Reinvestment may be
accomplished by allowing a subsidiary to retain all or a portion of its
earnings, or by making capital contributions or loans.
The Corporation also borrows funds to finance acquisitions or to lend to
certain of its subsidiaries to finance their working capital needs.
Subsidiaries are required to maintain prudent financial ratios consistent with
other companies in their respective industries and retain the capacity through
committed credit lines to repay working capital loans from the Corporation.
On March 31, 1995, Transamerica acquired a portfolio of approximately
40,000 home equity loans from ITT for $1,029.3 million in cash which was
funded primarily with long-term debt with the remainder funded by short-term
bank financing. For a discussion of this transaction see "Consumer Lending."
On June 16, 1995, Transamerica announced that its board of directors had
authorized additional purchases of up to 2 million shares of the company's
common stock of which 968,600 had been purchased as of September 30, 1995. As
a result of this, and other previously announced share purchase programs,
during the first nine months and third quarter of 1995 Transamerica purchased
1,909,800 shares and 724,700 shares for $113 million and $45.9 million.
Investment Portfolio
Transamerica, principally through its life insurance subsidiaries,
maintains an investment portfolio aggregating $26.7 billion at September 30,
1995, of which $25 billion was invested in fixed maturities. At
September 30, 1995, 96.5% of the fixed maturities was rated as "investment
grade" with an additional 2.6% in the BB category or its equivalent. The
amortized cost of fixed maturities was $23.7 billion resulting in a net
unrealized gain position, before the effects of income taxes, of $1.3 billion
at September 30, 1995. Fixed maturity investments are generally held for
long-term investment and used primarily to support life insurance policy
liabilities. The amortized cost of delinquent below investment grade
securities, before provision for impairment in value, was $3.4 million at
September 30, 1995 compared to $12.4 million at December 31, 1994. Adjustment
for impairment in value has been made to reduce the amortized cost of certain
fixed maturity investments by $87 million at September 30, 1995 and
$92.1 million at December 31, 1994.
In addition to the investments in fixed maturities, $463.7 million (1.7%
of the investment portfolio), net of allowance for losses of $52.8 million,
was invested in mortgage loans and real estate including $417.2 million in
<PAGE>
Page 18
commercial mortgage loans, $300,000 in residential mortgage loans, $76.9
million in real estate investments and $22.1 million in foreclosed real
estate. Problem loans, defined as restructured loans yielding less than 8%
and delinquent loans, totaled $6.5 million at September 30, 1995. Problem
loans decreased $1.2 million from December 31, 1994 to September 30, 1995.
Allowances for possible losses of $52.8 million at September 30, 1995 and
$49.7 million at December 31, 1994 have been established to cover possible
losses from mortgage loans and real estate investments.
The net unrealized gain/loss from investments marked to fair value, after
related taxes and deferred acquisition cost adjustments, which is included in
shareholders' equity improved $1,184 million during the first nine months of
1995 and deteriorated $1,033.2 million in the comparable 1994 period.
Derivatives
The operations of Transamerica are subject to risk of interest rate
fluctuations to the extent that there is a difference between the cash flows
from Transamerica's interest-earning assets and the cash flows related to its
liabilities that mature or are repriced in specified periods. In the normal
course of its operations, Transamerica hedges some of its interest rate risk
with derivative financial instruments. These derivatives comprise primarily
interest rate swap agreements, interest rate floor agreements, interest rate
cap agreements, warrants and options to enter into interest rate swap
agreements (swaptions).
Derivative financial instruments with a notional amount of $1,342.1
million at September 30, 1995 and $835.3 million at December 31, 1994 and
designated as hedges of Transamerica's investment portfolio were outstanding.
In addition, derivative financial instruments with a notional amount of
$2,549.7 million at September 30, 1995 and $1,800.6 million at December 31,
1994 and designated as hedges of Transamerica's liabilities were outstanding.
The increase in the notional amount outstanding of both asset and liability
hedges in the nine months ended September 30, 1995 reflects additional
derivative contracts entered into primarily due to growth in the balances of
the underlying hedged instruments.
While Transamerica is exposed to credit risk in the event of
nonperformance by the other party, nonperformance is not anticipated due to
the credit rating of the counterparties. At September 30, 1995, the
derivative financial instruments discussed above were issued by financial
institutions rated A or better by one or more of the major credit rating
agencies. At September 30, 1995 the fair value of Transamerica's derivative
financial instruments was a net benefit of $43.5 million comprising agreements
with aggregate gross benefits of $85.5 million and agreements with aggregate
gross obligations of $42 million.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
EX-11 Statement Re: Computation of Per Share Earnings.
EX-12 Computation of Ratio of Earnings to Fixed Charges.
EX-27 Financial Data Schedule.
<PAGE>
Page 19
(b) Reports on Form 8-K. None.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSAMERICA CORPORATION
(Registrant)
Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)
Date: November 14, 1995
<PAGE>
EXHIBIT EX-11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
TRANSAMERICA CORPORATION
(Amounts in millions, except per share data)
Three months ended Nine months ended
September 30 September 30
1995 1994 1995 1994
Primary
Average shares outstanding 68.6 73.5 68.9 73.5
Net effect of dilutive stock
options--based on the treasury
stock method using average
market price 2.0* 1.3* 1.6* 1.3*
____ ____ ____ ____
TOTAL 70.6 74.8 70.5 74.8
==== ==== ==== ====
Net income $147.0 $104.9 $361.1 $313.6
Preferred dividends (4.5) (6.3) (13.6) (18.2)
______ ______ ______ ______
Net income to common $142.5 $ 98.6 $347.5 $295.4
====== ====== ====== ======
Per share amount $2.08 $1.40 $5.04 $4.02
===== ===== ===== =====
Fully Diluted
Average shares outstanding 68.6 73.5 68.9 73.5
Net effect of dilutive stock
options--based on the treasury
stock method using the market
price at quarter end if higher
than the average market price
for three months 2.8 1.3* 1.9* 1.3*
____ ____ ____ ____
TOTAL 71.4 74.8 70.8 74.8
==== ==== ==== ====
Net income $147.0 $104.9 $361.1 $313.6
Preferred dividends (4.5) (6.3) (13.6) (18.2)
______ ______ ______ ______
Net income to common $142.5 $ 98.6 $347.5 $295.4
====== ====== ====== ======
Per share amount $1.99 $1.40 $5.04 $4.02
===== ===== ===== =====
*Not included in per share calculation because effect is less than 3%.
<PAGE>
EXHIBIT EX-12
TRANSAMERICA CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Nine Months Ended
September 30,
1995 1994
(Dollar amounts in
millions)
Fixed charges:
Interest and debt expense $ 535.4 $413.3
One-third of rental expense 18.5 24.0
________ ______
Total $ 553.9 $437.3
======== ======
Earnings:
Consolidated income from
continuing operations $ 361.1 $314.3
Provision for income taxes 169.2 182.7
Fixed charges 553.9 437.3
________ ______
Total $1,084.2 $934.3
======== ======
Ratio of earnings from continuing
operations to fixed charges 1.96 2.14
==== ====
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<MULTIPLIER> 1,000,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 85
<SECURITIES> 707
<RECEIVABLES> 3,177
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,252
<DEPRECIATION> 1,086
<TOTAL-ASSETS> 46,349
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<COMMON> 68
0
315
<OTHER-SE> 3,710
<TOTAL-LIABILITY-AND-EQUITY> 46,349
<SALES> 0
<TOTAL-REVENUES> 4,583
<CGS> 0
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