FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1996 Commission file number 1-5955
Jefferson-Pilot Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-0896180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive offices) (Zip Code)
(910) 691-3000
(Registrant's telephone number, including area code)
Indicate whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pre-
ceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
Number of shares of common stock outstanding at September 30, 1996 70,745,433
JEFFERSON-PILOT CORPORATION
INDEX
- Page No. -
Part I. Financial Information
Consolidated Condensed Balance Sheets
- September 30, 1996 and December 31, 1995 3
Consolidated Condensed Statements of Income
- Three Months and Nine Months Ended
September 30, 1996 and 1995 4
Consolidated Condensed Statements of Changes
in Retained Earnings
- Three Months and Nine Months Ended
September 30, 1996 and 1995 5
Consolidated Condensed Statements of Changes
in Financial Condition
- Nine Months Ended September 30, 1996 and 1995 6
Notes to Consolidated Condensed Financial
Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. Other Information 24
Signatures 25
2
PART I. FINANCIAL INFORMATION
JEFFERSON-PILOT CORPORATION
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
(In Thousands)
(Note 1)
September 30 December 31
Assets 1996 1995
Cash and investments:
Debt securities available for sale $ 6,242,597 $ 6,458,209
(amortized cost $6,272,210 and $6,208,347)
Debt securities held to maturity 3,885,755 3,527,404
(fair value $3,851,322 and $3,648,539)
Equity securities, trading 13,519 46,406
(cost $14,262 and $45,868)
Equity securities available for sale 845,898 816,344
(cost $200,988 and $207,128)
Mortgage loans 1,247,415 1,049,464
Cash and all other investments 1,704,396 1,392,772
Accrued investment income 161,965 156,532
Due from reinsurers 1,257,422 1,449,613
Deferred policy acquisition costs and value
of insurance in force 903,335 834,764
Goodwill 114,313 97,296
Assets held in separate accounts 447,311 345,530
Accounts receivable, agents' balances, and
other assets 279,059 303,678
$17,102,985 $16,478,012
Liabilities and Shareholders' Equity
Liabilities:
Policy liabilities $13,333,469 $12,721,574
Securities sold under repurchase agreements 280,912 196,040
Short-term borrowings and other debt 366,094 367,148
Separate account liabilities 447,311 345,530
Tax liabilities 110,652 254,424
Accrued expenses and other liabilities 344,462 387,237
14,882,900 14,271,953
Redeemable preferred stock 53,000 50,000
Shareholders' Equity:
Common stock 88,432 89,016
Retained earnings 1,658,544 1,542,344
Net unrealized gains on securities and
foreign currency translation 420,109 524,699
$17,102,985 $16,478,012
See Notes to Consolidated Condensed Financial Statements.
3
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands Except Shares Outstanding and Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
Insurance premiums $ 157,874 $ 153,641 $ 500,141 $ 453,884
Investment income, net 224,505 118,538 657,850 322,037
Communications revenues 40,078 37,791 122,021 114,778
Interest sensitive product charges
and other income 76,758 52,341 259,139 108,914
Realized investment gains 15,801 19,269 38,603 26,066
515,016 381,580 1,577,754 1,025,679
Benefits and Expenses:
Policy benefits 292,937 199,274 912,299 547,284
Insurance commissions 39,464 23,246 115,548 71,095
Communications operations 26,580 26,775 78,668 78,124
General, administrative, and
other expenses 41,507 33,204 140,086 78,867
400,488 282,499 1,246,601 775,370
Income before income taxes 114,528 99,081 331,153 250,309
Provision for income taxes 39,602 33,649 112,050 81,884
74,926 65,432 219,103 168,425
Discontinued operations, net - - - 18,541
Net income 74,926 65,432 219,103 186,966
Dividends on preferred stock of
subsidiary (852) - (2,550) -
Net income available to common
shareholders $ 74,074 $ 65,432 $ 216,553 $ 186,966
Average number of shares
outstanding 71,078,766 71,195,637 71,183,473 71,856,567
Income before gain from sales
of investments:
Continuing operations $ .90 $ .74 $ 2.69 $ 2.09
Discontinued operations - - - 0.03
Total .90 .74 2.69 2.12
Gain from sales of investments,
net of income taxes:
Continuing operations .14 0.18 .35 0.25
Discontinued operations - - - 0.23
Total .14 0.18 .35 0.48
Net income per share of
Common Stock $ 1.04 $ .92 $ 3.04 $ 2.60
See Notes to Consolidated Condensed Financial Statements.
4
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN RETAINED EARNINGS
(In Thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
Balance, beginning of period $1,633,654 $1,488,096 $1,542,344 $1,441,132
Net income available to common
shareholders for the period 74,074 65,432 216,553 186,966
1,707,728 1,553,528 1,758,897 1,628,098
Cash dividends declared (25,402) (45,641) (76,571) (68,788)
(Reacquisition)/issuance of
common shares, net (23,782) 101 (23,782) (51,322)
Balance at end of period $1,658,544 $1,507,988 $1,658,544 $1,507,988
See Notes to Consolidated Condensed Financial Statements.
5
JEFFERSON-PILOT CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN FINANCIAL CONDITION
(In Thousands)
(Unaudited)
Nine Months Ended
September 30
1996 1995
Net cash provided by operations $ 824,549 $ 155,543
Cash Flows from Investing Activities:
Investments purchased, net (629,842) (478,378)
Cash received from assumption reinsurance - 141,819
Other investing activities 2,274 1,462
Net cash used by investing activities (627,568) (335,097)
Cash Flows from Financing Activities:
Short-term borrowings, net 122,448 46,368
Cash dividends to shareholders (76,445) (68,788)
Reacquisition of common shares, net (21,367) (51,322)
Policyholder contract deposits, net 77,599 257,789
Net cash provided by financing activities 102,235 184,047
Increase in cash and cash equivalents 299,216 4,493
Cash and cash equivalents at beginning of period 122,474 22,774
Cash and cash equivalents at end of period $ 421,690 $ 27,267
Supplemental Cash Flow Information:
Income taxes paid $ 41,478 $ 64,174
Interest paid on borrowed money $ 24,559 $ 13,896
See Notes to Consolidated Condensed Financial Statements.
6
JEFFERSON-PILOT CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. All significant intercompany accounts
and transactions have been eliminated in consolidation. Operating results for
the three and nine months periods ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the year ended December
31, 1996. These operating results include Alexander Hamilton Life Insurance
Company of America (AH Life) and the business assumed from Kentucky Central
Life Insurance Company (KCL) for the first nine months of 1996, whereas
comparable 1995 operating results do not include AH Life, but do include four
months results of operations for KCL. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1995. Certain prior year
amounts have been reclassified to conform with the current year presentation.
2. Transfer of Periodic Payment Annuities ("PPA's")
Upon the acquisition of Alexander Hamilton in October 1995, the PPA contracts
of Alexander Hamilton were reinsured with Household on a coinsurance basis.
On September 30, 1996, the Company commuted a portion of the reinsured block
of business with Household. This transaction was completed by Household
transferring approximately $463.2 million in assets and reserves of $489.3
million to "AH Michigan," a newly formed insurance subsidiary of Alexander
Hamilton. All of the outstanding common stock of AH Michigan is owned by AH
Life; Household owns $3.0 million in redeemable preferred shares of AH
Michigan. These preferred shares pay dividends based on a predetermined
formula on a quarterly basis.
7
JEFFERSON-PILOT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is management's discussion and analysis of financial condition
as of September 30, 1996, changes in financial condition for the nine months
then ended, and results of operations for the three and nine months ended
September 30, 1996 as compared to September 30, 1995. This discussion
supplements Management's Discussion and Analysis in Form 10-K for the year
ended December 31, 1995, and it should be read in conjunction with the interim
financial statements and notes contained herein.
Jefferson-Pilot Corporation (JP or the Company) is a North Carolina holding
company which is engaged primarily in the business of writing life insurance,
health insurance and annuities, and in the communications businesses
principally through the following subsidiaries: Jefferson-Pilot Life
Insurance Company (JP Life), Alexander Hamilton Life Insurance Company of
America (AH Life), and Jefferson-Pilot Communications Company (JP
Communications).
Operating Earnings by Business Segment
JP's continuing business segments include Insurance and Communications.
Operating income of the business segments includes investment income but
excludes net realized investment gains. Operating income and losses of the
parent company, consolidation entries, and net realized investment gains are
included in the "other" category. Currently, all corporate capital is
allocated to the business segments.
The following tables illustrate JP's results and earnings per share before and
after the inclusion of realized investment gains.
8
Consolidated Summary of Income
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(In millions)
Income before realized
investment gains:
Continuing operations $ 63.8 $ 52.9 $191.3 $150.2
Discontinued operations - - - 2.2
Operating income 63.8 52.9 191.3 152.4
Realized investment gains,
net:
Continuing operations 10.3 12.5 25.3 18.2
Discontinued operations - - - 16.4
Realized investment gains 10.3 12.5 25.3 34.6
Net income available to
common shareholders:
Continuing operations 74.1 65.4 216.6 168.4
Discontinued operations - - - 18.6
$ 74.1 $ 65.4 $216.6 $187.0
Consolidated Earnings Per Share
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
Income before realized
investment gains:
Continuing operations $ .90 $ .74 $ 2.69 $ 2.09
Discontinued operations - - - .03
Operating income .90 .74 2.69 2.12
Realized investment gains,
net:
Continuing operations 0.14 0.18 .35 0.25
Discontinued operations - - - 0.23
Realized investment gains .14 0.18 .35 0.48
Net income available to
common shareholders:
Continuing operations 1.04 .92 3.04 2.34
Discontinued operations - - - 0.26
$ 1.04 $ .92 $ 3.04 $ 2.60
9
Net Realized Investment Gains
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(In millions)
Investment gains from continuing
operations:
Stocks $ 13.7 $ 28.5 $ 37.5 $ 39.6
Bonds and mortgage loans 2.0 (5.8) (.2) (29.6)
Other .1 (3.2) 1.3 16.1
Total investment gains from
continuing operations 15.8 19.5 38.6 26.1
Investment gains from discontinued
operations:
Stocks - - - 3.8
Bonds and mortgage loans - - - .9
JP Fire & Casualty - - - 15.6
Total investment gains from
discontinued operations - - - 20.3
Total investment gains 15.8 19.5 38.6 46.4
Less applicable federal and state taxes 5.5 7.0 13.3 11.8
$ 10.3 $ 12.5 $ 25.3 $ 34.6
Consolidated Summary of Income by Segment and Classes of Products
Income by segment and classes of products was:
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(In millions)
Life insurance segment:
Individual Products $ 37.1 $ 29.2 $111.9 $ 78.9
Annuity and investment products 17.9 8.2 47.5 24.3
Group products 5.5 10.2 20.6 28.4
60.5 47.6 180.0 131.6
Communications segment 5.8 4.5 20.8 15.8
Discontinued Operations - - - 2.2
Other (1.7) .8 (7.0) 2.7
Operating Income 64.6 52.9 193.8 152.3
Net realized investment gains, net:
Continuing operations 10.3 12.5 25.3 18.3
Discontinued operations - - - 16.4
Net income 74.9 65.4 219.1 187.0
Dividends on preferred stock (.8) - (2.5) -
Net income available to common
shareholders $ 74.1 $ 65.4 $216.6 $187.0
10
Results of Operations:
Consolidated net income increased 15.8% over the prior year's first nine
months to $216.8 million and 13.2% over the prior year's third quarter to
$74.1 million. Income before investment gains (operating income) increased
25.5% to $191.3 million over 1995's first nine months and 20.4% for the third
quarter to $63.8 million. Operating income from continuing operations was
28.6% and 13% higher at $216.6 and $74.1 million from the prior year's first
nine months and third quarter respectively. The increase in net income and
earnings from operations is partially due to the acquisition of AH Life and
the assumption of life and annuity business from KCL. Increased profitability
on certain lines of business, particularly life products, annuity and
investment products, and communications also contributed to this increase.
For the first nine months of 1995, discontinued operations income included
$18.5 million from Jefferson-Pilot Fire & Casualty which was sold in the
second quarter of 1995. Group product earnings were below prior year results
primarily due to lower earnings from conventional group accident and health
insurance product lines.
Earnings per share increased 16.9% and 13.0% during the first nine months of
1996 and quarter ended September 30, 1996, respectively from 1995, due to
acquisitions and improved results of core businesses. Earnings per common
share from continuing operations excluding net realized investment gains
increased 28.7% and 21.6%, respectively. Earnings per common share from
continuing operations increased 29.9% and 13.0%, respectively. Average shares
outstanding during the first nine months of 1996 and 1995 were 71,183,473 and
71,856,567 million respectively, adjusted for a 3-for-2 stock split in
December 1995.
JP's plan of operation focuses on growing revenues through internal expansion
and acquisitions. The internal growth in JP Life is attributable to the
successful implementation of its Individual and Annuity and Investment
Products business plans. Insurance premiums increased 10.2%, or an increase
of $46.3 million for the first nine months, and 2.8%, or $4.2 million from
prior years' results. These increases are primarily attributable to
acquisitions. A focus on multiple distribution sources has resulted in growth
in premium receipts from primarily universal life and annuity products.
Receipts on universal life and most annuity products do not flow through
income in the year of receipt but are included in the liability for
policyholder contract deposits. During the first nine months of 1996,
policyholder contract deposits, net of surrenders, increased 3.6% to $9,784.5
million of which annuity funds comprised $4,832.0 million. In the first nine
months of 1995, policyholder contract deposits increased 10.2% to $2,951.9
million including $1,235.1 million in annuity funds. Annuity and investment
product receipts have grown more slowly in 1996 due to the impact of a decline
in long-term interest rates on fixed annuity sales; lower rates lead to
increased competition from products such as certificates of deposit. Group
accident and health premiums increased 1.4% in the first nine months of 1996
to $291.3 million compared to $287.3 million in 1995. Rate increases
implemented to improve the profitability of accident and health products
offset increased terminations due to competition. Revenues from the
Communications segment increased 6.3% during the first nine months of 1996 due
11
to strong market growth in most radio markets combined with increased
collegiate sports revenues and revenues associated with Olympic programming
and political advertising.
Net investment income, which is included in operating income, grew 104.3% and
89.4% over the first nine months and third quarter of 1995 respectively, to
$657.8 and $224.5 million, due primarily to the acquisitions of AH Life and
KCL.
Net realized investment gains for the same period, net of income taxes, were
$25.3 and $10.3 million as compared to $34.6 and $12.5 million last year to
date and third quarter. In 1995, gains on the sale of Jefferson-Pilot Data
Services' assets and JP Fire & Casualty of $16.4 million were included in
realized investment gains.
Total policy benefits and claims increased 66.7% and 47.0% over the same
period year to date and quarter to date, to $912.3 and $292.9 million.
Insurance commissions were 62.5% and 69.8% higher than in the prior year nine
months and quarter to date. The increase in these insurance segment expenses
is directly attributable to the acquisition of AH Life and KCL and growth of
life business in force. Costs of Communications operations increased 0.7%
year to date and decreased 0.7% in the quarter. Net life insurance expenses
(after deferral of policy acquisition costs) increased 43.4% in 1996 due to
operations of acquired businesses.
Group accident and health benefits were 5.2% greater in the third quarter of
1996 than in the third quarter of 1995 due to a higher rate of claims in Group
conventional medical and disability coverages.
Income taxes from continuing operations increased to $112.1 and $39.6 million,
by 36.8% and 17.7%, respectively, versus the same period of the prior year due
primarily to the higher level of income. Effective tax rates including impact
of preferred dividends increased to 34.1% and 34.8% versus 30.5% and 34.0%
year to date and third quarter 1995, due to a higher effective tax rate being
accrued on AH Life operations in 1996. The effective tax rate for the same
period in 1995 was reduced by the Company having higher tax than book basis in
assets sold by JP Data Services.
12
Insurance
The Insurance segment is comprised of the following product classes:
Individual Products, Annuity and Investment Products, and Group Products.
Individual Products
The Individual Products distribution system offers a wide array of life and
health insurance through a career agency force, independent agents recruited
through independent marketing organizations and regional directors, home
service agents, and financial institutions.
Operating results were:
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(In millions)
Premiums, considerations,
and other income $120.5 $ 79.3 $354.3 $180.3
Net investment income 113.4 69.9 343.6 187.4
Total revenues 233.9 149.2 697.9 367.7
Policy benefits 128.9 77.9 383.1 186.1
Expenses 47.9 27.8 144.6 65.9
Total benefits and expenses 176.8 105.7 527.7 252.0
Operating income before
income taxes 57.1 43.5 170.2 115.7
Provision for income taxes 20.0 14.3 58.3 36.8
Operating income $ 37.1 $ 29.2 $111.9 $ 78.9
Individual Products operating income increased 41.8% versus the first nine
months of 1995 and 27.1% over the 1995 third quarter. These increases are
primarily due to the positive impact of acquired operations. As a percentage
of total revenues, operating income of the Individual Products unit was 16.0%
in 1996 versus 21.5% in 1995. This decrease is due to acquisitions with a
higher concentration of annuities.
New first-year life insurance premiums and receipts for policyholder accounts
rose 265.3% and 213.9% (for the first nine months and third quarter
respectively) compared to an increase of 67.9% and 58.2% in 1995. These
increases resulted in correspondingly higher levels of reserves.
Accident and health premiums declined 21.8%, or $4.1 million, for the first
nine months of 1996 and 2.4%, or $0.1 million, for the third quarter which is
reflective of the Company's strategy to improve the profitability of this line
of business.
Policy benefits (including reserve increases) increased $197.0 and $51.0
million, or 105.9% and 65.5% for year to date and third quarter, respectively,
reflective of the growth of business in force and acquisitions. Expenses also
increased 119.4% and 72.3%, respectively, as a result of acquisitions.
13
Death benefits were 83.5% and 64.7% higher than in the corresponding 1995 year
to date and quarter respectively. These increases were due to increased
mortality on larger face value policies.
Annuity and Investment Products
Annuity and Investment Products are offered through financial institutions,
independent agents, career agents, investment professionals and broker/
dealers.
Operating results were:
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(In millions)
Premiums, considerations,
and other income $ 6.4 $ 13.4 $ 56.5 $ 35.0
Net investment income 95.2 30.5 279.9 89.1
Total revenues 101.6 43.9 336.4 124.1
Policy benefits 65.6 29.1 236.4 81.2
Expenses 8.5 2.6 27.5 7.3
Total benefits and expenses 74.1 31.7 263.9 88.5
Operating income before
income taxes 27.5 12.2 72.5 35.6
Provision for income taxes 9.6 4.0 25.0 11.3
Operating income $ 17.9 $ 8.2 $ 47.5 $ 24.3
Operating income for annuity and investment products increased 95.5% and
118.3%, or $23.3 and $9.7 million, from the first nine months and third
quarter of 1995. These increases are due to the AH Life acquisition and
planned internal growth. Policy benefits increased 191.1%, or $155.2 million
year to date, and 125.4%, or $36.5 million, for the third quarter which is
directly attributable to the increase in funds on deposit. Total expenses
increased 276.7% and 226.9% (year and quarter to date respectively) due
primarily to amortization of value of business in force coupled with increased
general and administrative expenses resulting from acquisitions.
Annuity funds on deposit increased 1.5%, to $4,832.0 million, compared to an
increase of 14.1% in the first nine months of 1995, to $1,235.1 million.
Annuity receipts were $387.0 million compared to $207.8 million for the same
period in 1995. Profitability was impacted unfavorably by surrenders and
their attendant impact on the amortization of deferred acquisition costs.
Benefits and surrenders as a percentage of beginning fund balances were 9.9%
compared to 7.3% for the same period in 1995.
14
Group Products
Group Products provides a wide range of group insurance products for employers
and their employees primarily in the Southeast and Southwest. It offers
conventionally-insured and alternatively-funded medical benefits as well as a
variety of life, disability income, dental, and retirement plans.
Operating results were:
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(In millions)
Premiums, considerations,
and other income $114.4 $116.3 $351.9 $348.6
Net investment income 11.8 11.7 35.6 35.2
Total revenues 126.2 128.0 387.5 383.8
Policy benefits 97.4 92.1 291.7 279.9
Expenses 20.1 20.7 64.4 62.0
Total benefits and expenses 117.5 112.8 356.1 341.9
Operating income before
income taxes 8.7 15.2 31.4 41.9
Provision for income taxes 3.2 5.0 10.8 13.5
Operating income $ 5.5 $ 10.2 $ 20.6 $ 28.4
Group operating income declined 27.5% in the first nine months of 1996 and
46.1% for the third quarter compared with the corresponding periods of the
prior year. As a percentage of total revenues, operating income for Group
Products was 5.3% in 1996's first nine months and 7.4% in the 1995 period and
4.4% versus 8.0% in the quarter. Group Life and Annuity results declined
22.1% and 1.3% to $10.3 and $3.8 million as a result of adverse mortality for
the nine months and quarter ended September 30, 1996. Health and disability
results of $20.9 and $4.7 million were 26.0% and 57.9% lower than in the first
nine months of 1995 and third quarter of 1996 due to lower earnings on
conventional medical coverages resulting from increased utilization of health
care services, primarily smaller dollar services such as office visits,
pharmacy and lab tests, and continued medical inflation. The Company has been
investing in producing a proprietary preferred provider network in North
Carolina and additional medical management capabilities. Both of these
initiatives are intended to result in cost efficiencies.
15
Communications
JP Communications operates television and radio broadcast properties and
produces syndicated sports and entertainment programming.
Operating results were:
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
(In millions)
Communications revenues $ 40.1 $ 37.7 $122.0 $114.8
Operating costs 27.0 26.7 79.1 78.1
Depreciation and amortization 2.4 2.3 6.9 7.0
General expenses 1.0 1.1 2.8 3.3
Total expenses 30.4 30.1 88.8 88.4
Operating income before
income taxes 9.7 7.6 33.2 26.4
Provision for income taxes 3.9 3.1 12.4 10.6
Operating income $ 5.8 $ 4.5 $ 20.8 $ 15.8
Operating income from the Communications segment increased 31.6% compared to
the first nine months of 1995 and 28.9% for the quarter. Profit improvement
was attributable to the sports and entertainment and broadcast properties, all
benefitting from a strong advertising environment.
Revenues increased 6.3% from the first nine months of 1995 and 6.4% for the
quarter. All media outlets contributed to this growth. Radio growth was
attributable to the acquisition of a radio station in San Diego as well as
strong market growth in most of the stations' markets and increased market
share at several locations. The majority of the growth experienced by sports
and entertainment was due to increased collegiate sports revenues and
advertising revenues associated with Olympic programming. Television growth
was attributable to strong demand for political advertising coupled with
strong market growth.
Total expenses increased 0.5% for the first nine months, while increasing 1.0%
for the quarter. Total expenses including costs of sales, as a percentage of
revenues, decreased to 72.8% for the nine months ended September 30, 1996
compared to 77.0% at September 30, 1995. For the quarter, expenses as a
percent of revenues, decreased to 75.8% for 1996 as compared to 79.8% for
1995. While sales increased, expenses did not increase correspondingly
leading to greater profit margins.
Other
Operating results categorized as "other" include parent company expenses and
earnings on investments. Financing costs related to acquisitions resulted in
the parent company reporting a loss of $7.0 and $1.7 million for the first
nine months and third quarter of 1996, while having income of $2.7 and $0.8
million for the first nine months and third quarter of 1995. The 1995 results
were improved by an increase in net investment income resulting from the
transfer of Nationsbank shares from JP Life to a passive investment
subsidiary.
16
CONSOLIDATED FINANCIAL POSITION, CAPITAL RESOURCES, AND LIQUIDITY
JP's resources consist primarily of investments related to its Life Insurance
segment, properties, and other assets used in its Life Insurance and
Communications segments and investments backing corporate capital.
Total assets were $17.1 billion at September 30, 1996 compared to $16.5
billion at December 31, 1995, an increase of $625.0 million, or 3.8%. Primary
sources for asset growth were increases in cash provided by operating
activities $503.8 million, separate account assets $101.8 million, net
borrowings $83.8 million, and net policyholder contract deposits of ($77.6)
million. These sources were offset by cash dividends paid to shareholders of
($76.4) million. Asset values declined ($168.0) million during 1996 primarily
due to changes in market values of assets held in the "available for sale"
category resulting from increases in interest rates.
Deferred acquisition costs for the Life Insurance segment were $618.1 million
at September 30, 1996 and $543.3 million at December 31, 1995, an increase of
$74.8 million, or 13.8%. During the first nine months of 1996, the balance
was reduced by $65.8 million for net amortization, offset by additional
acquisition expenses capitalized of $99.8 million, and increased by $40.8
million for the effect of net unrealized investment losses.
Value of Insurance In Force was $285.2 million at September 30, 1996 and
$291.5 million at December 31, 1995, a decrease of $6.3 million, or 2.2%.
During the first nine months of 1996, the balance was reduced by $19.9 million
for net amortization, offset by $2.4 million of additional commission costs
capitalized, and increased by $11.2 million for the effect of net unrealized
investment losses.
Goodwill of $114.3 million at September 30, 1996 and $97.3 million at
December 31, 1995 relates to acquisitions of AH Life and Communications
properties. Goodwill as a percentage of shareholders' equity was 5.3% at
September 30, 1996 compared to 4.5% at December 31, 1995.
JP has reinsurance receivables of $1,257.4 million and $1,449.6 million and
policy loans of $1,156.9 million and $1,151.9 million at September 30, 1996
and December 31, 1995 respectively. These reinsurance receivables and policy
loans are related primarily to the businesses of AH Life not acquired by JP.
These businesses are 100% coinsured to Household, which has provided payment,
performance, and capital maintenance guarantees with respect to the balances
receivable. The reduction in reinsurance receivables reflects the recapture
of some reinsurance from Household as described earlier, partially offset by
normal growth in the reserves reinsured.
17
Capital Resources
JP's financial strength is among the highest of its peer companies.
Consolidated shareholders' equity was $2,167.1 million at September 30, 1996
and $2,156.1 million at December 31, 1995. Shareholders' equity includes net
unrealized gains or losses on securities available for sale and cumulative
foreign currency translations of $420.1 million at September 30, 1996 and
$524.7 million at December 31, 1995. During the first nine months of 1996,
fair values of securities classified as available for sale, net of the effect
on deferred taxes, deferred acquisition costs, and value of insurance in force
decreased $106.6 million compared to an increase of $12.3 million in the first
nine months of 1995 due in both instances to changes in interest rates.
JP considers existing capital resources to be more than adequate to support
the current level of its business activities.
Long-term debt outstanding was $137.0 million at September 30, 1996 and $137.1
million at December 31, 1995. Short-term debt outstanding was $229.1 million
at September 30, 1996 and $230.0 million at December 31, 1995. While it has
made no commitments for additional financing, the Company may issue additional
long-term debt securities to finance acquisitions or for other corporate
purposes.
During 1996 and 1995, the Company sold U. S. Treasury obligations under
repurchase agreements involving various counterparties. Proceeds were used to
purchase securities with longer durations as an asset/liability management
strategy. The repurchase agreements were accounted for as financing
arrangements. The maximum amounts outstanding during the first nine months of
1996 and December 31, 1995 were $280.9 million and $196.0 million
respectively. Securities subject to open repurchase agreements at quarter end
1996 and 1995 were $280.9 and $196.0 million at fair value.
JP's capital adequacy is illustrated by the following table:
September 30 December 31
1996 1995
(In millions)
Total assets $17,103.0 $16,478.0
Total shareholders' equity $ 2,167.1 2,156.1
Ratio of shareholders' equity to assets 12.7% 13.1%
The Company's ratio of capital to assets declined during the third quarter of
1996 primarily due to decreases in fair values of securities available for
sale.
JP Held the following CMO's:
September 30 December 31
1996 1995
(In millions)
Available for sale, at fair value:
Federal agency issued CMO's $1,657.8 $1,856.1
Corporate private-labeled CMO's 619.1 640.4
Total $2,276.9 $2,496.5
18
The Company's investment strategy with respect to CMO's continues to focus on
actively traded, less volatile issues that produce relatively stable cash
flows.
JP monitors the duration of insurance liabilities for comparison to the
duration of assets backing the insurance lines. Separate asset portfolios
have been established for each insurance line. JP considers the duration
match for the respective portfolios as well as total assets and liabilities.
The Company also considers the timing of the cash flows arising from the
assets and liabilities under different interest rate scenarios. Management
intends that option-adjusted durations for interest sensitive portfolios such
as universal life and annuities remain prudently matched. A wider tolerance
is permissible for the non-interest sensitive (traditional) portfolios.
Liquidity
JP's liquidity requirements are met primarily by cash flows from the
operations of JP Life, AH Life, JP Communications, and other consolidated
subsidiaries.
In September 1996, the Company instituted a commercial paper program whereby
two dealers are authorized to issue up to $250.0 million. Interest is to be
paid at variable rates at periods ranging up to 270 days. At September 30,
1996, the Company had $229.1 million outstanding. In August 1996, the Company
amended its credit arrangements with several banks from a one year credit line
with allowable borrowings up to $450.0 million, to a $250.0 million five year
line of credit with variable interest rates. The new credit facility is
intended primarily to support the commercial paper program. There were no
borrowings under this credit arrangement as of September 30, 1996.
Net cash provided by operations through September 30, 1996 and 1995 was $824.5
million and $155.5 million respectively. The significant increase in cash
provided by operations is due primarily to increases in policyholder
liabilities $305.5 million and amounts credited to policyholder accounts
$252.5 million. Cash flows provided from net increases in policyholder
contract deposits were ($77.6 million) for the first nine months of 1996. Net
borrowings under short-term facilities were $122.4 million. These sources of
funds were used to purchase net investments of ($629.8) million and to pay
dividends to shareholders of ($76.4). Management believes that its overall
sources of liquidity will continue to be sufficient to satisfy both its
operating requirements and parent company expenses.
Dividends paid to the parent company from its subsidiaries were $117.1 million
and $266.2 million during the first nine months of 1996 and 1995 respectively.
JP Life is the primary source of dividends. JP Life is subject to North
Carolina laws and AH Life is subject to Michigan laws. Both states limit the
amount of dividends that may be paid without first obtaining the approval of
the respective State's Insurance Commissioner. Because of the extraordinary
dividends paid by JP Life and AH Life in 1995, dividends paid by either
company prior to the fourth quarter of 1996 required regulatory approval. The
third quarter 1996 dividend of $30.0 million from JP Life was approved and
paid. No common stock dividends from AH Life are planned for 1996.
19
Dividend payments on the $50.0 million floating rate preferred stock issued by
AH Life to Household also require advance approval prior to October 2, 1996,
and all interest payments on the $50.0 million AH Life surplus note held by a
JP subsidiary also require advance approval.
Cash and short-term investments were $421.7 million and $122.5 million at
September 30, 1996 and December 31, 1995 respectively. Total trading
securities and debt and equity securities available for sale at market value
at September 30, 1996 and December 31, 1995 were $7,102.0 million and $7,321.0
million respectively.
INVESTMENTS
Cash flows from operations are invested primarily in fixed income securities
including publicly-issued bonds, privately-placed notes and bonds, and
commercial mortgage loans.
JP held the following carrying amounts of investments:
September 30 December 31
1996 1995
(Dollars in Millions)
Publicly-issued bonds $ 8,027.4 $ 7,845.6
Privately-placed bonds 2,047.1 2,081.2
Mortgage loans 1,247.4 1,049.5
Common stock 867.1 855.8
Policy loans 1,156.9 1,151.9
Preferred stock 85.8 95.7
Real estate 76.7 76.6
Cash, other invested assets 431.2 134.3
Total $13,939.6 $13,290.6
Near-term strategies include identification of fixed income market sectors and
niches that provide investment opportunities to meet the portfolios' growth,
quality, and yield requirements.
Carrying amounts of investments categorized as "higher risk" assets were as
follows:
September 30 December 31
1996 1995
(Dollars in millions)
Bonds, near or in default $ 19.6 0.1% $ 12.5 0.1%
Bonds below investment grade 445.0 3.2% 443.5 3.3%
Mortgage loans 61 days delinquent
or in foreclosure 4.7 0.1% 8.3 0.1%
Mortgage loans restructured 15.1 0.1% 17.7 0.1%
Foreclosed properties .3 - 4.2 -
All other investments 13,454.9 96.5% 12,804.4 96.4%
Total cash and investments $13,939.6 100.0% $13,290.6 100.0%
20
Most of the bonds below investment grade were acquired for yield enhancement
pursuant to investment guidelines which limit their level.
The Company will continue to manage its credit risks in a prudent fashion with
due regard to regulatory constraints and efficient utilization of surplus.
The Company has limited involvement with derivative financial instruments and
has not previously used them for trading purposes, but generally to manage
well-defined interest rate risks. Interest rate swaps with a notional value
of $202.5 million are open as of September 30, 1996, termination of which at
current interest rates would result in an immaterial settlement payment. The
net amount paid or received under these arrangements is reflected as an
adjustment to investment income.
During 1995 and the first nine months of 1996, JP sold call options on
selected common stock holdings classified as available for sale to reduce the
price volatility of its equity investments and as an additional source of
investment returns. Pursuant to its equity policy, the Company maintains a
portfolio up to $50.0 million in trading securities for the primary purpose of
writing covered call options to enhance returns from option premiums, market
appreciation, and dividends received. Option premiums received under this
program are recorded as investment income together with realized and
unrealized gains on the portfolio. Premiums received from these options are
applied to reduce the basis of the shares called or are recorded as investment
income upon expiry. Considerations received were $6.3 million and $8.2
million during the first nine months of 1996 and 1995, respectively. Balances
of portfolios classified as "trading securities" were $13.5 million at
September 30, 1996 and $46.4 million at December 31, 1995.
JP monitors the duration of insurance liabilities for comparison to the
duration of assets backing the insurance lines. Separate asset portfolios
have been established for each insurance line. JP considers the duration
match for the respective portfolios as well as total assets and liabilities.
The Company also considers the timing of the cash flows arising from the
assets and liabilities under different interest rate scenarios. Management
intends that option-adjusted durations for interest-sensitive portfolios such
as universal life and annuities remain prudently matched. A wider tolerance
is permissible for the noninterest-sensitive (traditional) portfolios.
EXTERNAL TRENDS AND ECONOMIC FACTORS
JP operates largely in the U. S. financial services market, which is subject
to general economic conditions in the U. S. Over the past several years,
these conditions have exhibited signs of gradual improvement and slow growth.
Recent trends which have affected the Company include: fluctuations in
interest rates; increased levels of mergers, consolidations and
reorganizations; and increases in health care utilization and inflation as a
result of increased emphasis on managed care arrangements.
21
Growth of life and health insurance sales continues to be slow for most
insurance companies due to changing demographics and inefficient distribution
systems. A slower growing economy and increased competition from banks,
mutual funds, and other financial institutions for investable consumer dollars
also suppressed premium growth over the last few years. The Company believes
that it has experienced growth at a rate greater than the overall industry
because of acquisitions, its strong financial position and ratings, and
efforts to increase distribution sources.
Inflation and Interest Rate Risks
Interest rates have varied in response to concerns for inflationary pressures
in the U. S. economy. During 1995, the ten year U. S. Treasury rates declined
approximately 200 basis points; however, during the first nine months of 1996,
ten year U.S. Treasury rates increased by approximately 110 basis points.
Since JP's assets and liabilities are largely monetary in nature, the
Company's financial position is impacted by changes in the general interest
rate environment. Interest rate increases during 1996 and declines during
1995 contributed to the net decrease in unrealized gains on securities
available for sale in the first nine months of 1996 of $106.6 million and the
net increase in the same period of 1995 of $12.3 million. Interest rate
changes can affect the Company's net worth either positively or negatively
since fixed income securities available for sale are recorded at fair values
while corresponding liabilities are not.
The Company's recent growth in assets and liabilities is largely attributable
to increases in interest-sensitive products. Because JP earns profits on the
basis of investment spreads, changes in interest rates may also affect results
of operations. In a rising interest rate environment, competitive pressures
may make it difficult for the Company to sustain the spreads on its interest-
sensitive portfolio of insurance products. Durations of the Company's assets
and liabilities may also be adversely impacted by changes in interest rates.
In a falling interest rate environment, especially where long-term rates are
declining more than shorter rates, annuity sales may slow due to competitive
pressure from certificates of deposit and other products with no surrender
charges.
Medical inflation and utilization of medical services affect the profitability
of health products offered through the Individual and Group distribution
systems. The North Carolina market has become more competitive in 1996. In
the event that premium rates cannot be adjusted in anticipation of medical
trends or due to competitive pressures, profitability of health insurance
products may be adversely affected.
Mergers, Acquisitions and Consolidations
The U. S. insurance industry has experienced an increasing number of mergers,
acquisitions, consolidations, and sales of certain business lines. These
consolidations have been driven by a need to reduce costs of distribution and
maintain business in force. Additionally, increased competition, health care
reform, regulatory capital requirements, and technology costs have also
contributed to the level of consolidation in the industry. These forces are
expected to continue as is the level of industry consolidation.
22
Legal Environment
In recent years, the life insurance industry has experienced increased
litigation in which large jury awards including punitive damages have
occurred. JP is involved in various legal and administrative proceedings and
claims of various types, some of which include claims for punitive damages.
Because of the considerable uncertainties that exist, the Company cannot
predict the outcome of pending or future litigation with certainty. It is
possible that results of operations in a particular period could be materially
affected by certain legal proceedings. Based on consultation with the
Company's legal advisers, management does not believe that resolution of
pending legal proceedings will have a material adverse effect on the Company's
financial position or liquidity.
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 matters discussed in this section "External Trends and
Economic Factors", and other risks detailed from time to time in the Company's
SEC filings 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 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.
23
PART II. OTHER INFORMATION
JEFFERSON-PILOT CORPORATION
Item 1. Legal Proceedings
The registrant is involved in various claims and lawsuits incidental to
and in the ordinary course of its business. In the opinion of management, the
ultimate liability will not have a material effect on the financial condition
of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JEFFERSON-PILOT CORPORATION
By (Signature) /s/Dennis R. Glass
(Name and Title) Dennis R. Glass, Treasurer
Date November 14, 1996
/s/Reggie D. Adamson
(Name and Title) Reggie D. Adamson,
Senior Vice President
(Principal Accounting Officer)
Date November 14, 1996
25