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 the quarterly period ended March 31, 1994, or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ ------------------------------ Commission file number 0-8590 ------------------------------ Equitable of Iowa Companies (Exact name of registrant as specified in its charter) Iowa 42-1083593 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) 604 Locust Street, Des Moines, Iowa 50306 (Address of principal executive offices) (Zip code) (515) 245-6911 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) 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 / / APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ________ No ________ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 31,589,239, shares of Common Stock as of May 1, 1994. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Person for whom the Financial Information is given: EQUITABLE OF IOWA COMPANIES AND ITS SUBSIDIARIES Consolidated Statements of Income (Unaudited): FOR THE THREE MONTHS ENDED March 31, 1994 March 31, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands) REVENUES: Universal life and investment product charges $10,504 $8,274 Traditional life insurance benefits 11,810 11,961 Net investment income 119,901 101,536 Realized gains on investments 6,009 7,642 Other income 4,395 3,365 _____________ _____________ 152,619 132,778 BENEFITS AND EXPENSES: Universal life and investment product benefits: Interest credited to account balances 72,837 63,128 Benefit claims incurred in excess of account balances 1,515 1,012 Traditional life insurance benefits: Death benefits 6,622 6,494 Other benefits 7,635 8,562 Increase (decrease) in future policy benefits: Life and annuity 1,135 299 Other contracts 205 (574) Distributions to participating policyholders 6,074 6,600 Underwriting, acquisition and insurance expenses: Commissions 30,568 25,260 General expenses 9,306 7,773 Insurance taxes 2,245 1,656 Policy acquisition costs deferred (36,429) (30,706) Amortization of deferred policy acquisition costs 11,020 6,045 _____________ _____________ 112,733 95,549 Interest expense 2,190 2,464 Other expenses 2,830 2,373 _____________ _____________ 117,753 100,386 _____________ _____________ 34,866 32,392 Consolidated Statements of Income (Unaudited): (CONTINUATION) FOR THE THREE MONTHS ENDED March 31, 1994 March 31, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands except per share data) Income taxes (credit): Current $10,959 $7,008 Deferred 1,193 5,038 _____________ _____________ 12,152 12,046 _____________ _____________ 22,714 20,346 Equity income, net of related tax benefit of $52 in 1994 and $21 in 1993 (112) (40) _____________ _____________ NET INCOME $22,602 $20,306 ============= ============= NET INCOME PER COMMON SHARE (average shares used: 1994 - 31,529,538; 1993 - 29,002,258): $0.72 $0.70 ============= ============= CASH DIVIDENDS PAID PER COMMON SHARE $0.105 $0.09 Consolidated Balance Sheets (Unaudited): March 31, 1994 December 31, 1993 _____________ _____________ (Dollars in thousands) ASSETS Investments: Fixed maturities: Held for investment, at amortized cost (market: 1994 - $4,685,125; 1993 - $5,407,358) $4,638,568 $5,078,226 Available for sale, at market (cost: 1994 - $776,524; 1993 - $0) 789,177 -- Equity securities, at market (cost: 1994 - $250; 1993 - $250) 83 83 Mortgage loans on real estate 391,338 346,829 Real estate, less allowances for depreciation of $4,637 in 1994 and $4,580 in 1993 19,859 20,773 Policy loans 175,848 176,849 Short-term investments 10,060 67,619 _____________ _____________ TOTAL INVESTMENTS 6,024,933 5,690,379 Cash and cash equivalents 7,566 5,190 Securities and indebtedness of related parties 9,141 11,791 Accrued investment income 94,377 92,473 Notes and other receivables 49,905 27,366 Deferred policy aquisition costs 473,042 451,180 Property and equipment, less allowances for depreciation of $4,802 in 1994 and $4,259 in 1993 7,416 7,431 Deferred income tax benefit 7,311 11,583 Intangible assets 2,928 3,346 Other assets 42,123 36,668 Separate account assets 89,425 94,028 _____________ _____________ TOTAL ASSETS $6,808,167 $6,431,435 ============= ============= Consolidated Balance Sheets (Unaudited): March 31, 1994 December 31, 1993 _____________ _____________ (Dollars in thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Policy liabilities and accruals: Future policy benefits: Traditional life insurance products $776,204 $774,356 Universal life and investment products 5,092,281 4,803,729 Unearned revenue reserve 13,921 14,451 Other policy claims and benefits 5,265 5,765 _____________ _____________ 5,887,671 5,598,301 Other policyholders' funds: Supplementary contracts without life contingencies 11,990 11,729 Advance premiums and other deposits 937 924 Accrued dividends 12,544 13,251 _____________ _____________ 25,471 25,904 Current income taxes payable 4,707 2,293 Notes and loans payable: Commercial paper notes 67,500 34,000 Convertible subordinated installment notes -- 218 Long-term bonds 49,996 49,996 _____________ _____________ 117,496 84,214 Other liabilities 129,578 98,733 Separate account liabilities 89,425 94,028 _____________ _____________ TOTAL LIABILITIES 6,254,348 5,903,473 Stockholders' equity: Serial peferred stock, without par value, authorized 2,500,000 shares -- -- Common stock, without par value (stated value $1.00 per share), authorized 70,000,000 shares, issued and outstanding 31,558,249 shares in 1994 and 31,504,586 in 1993 31,558 31,505 Additional paid-in capital 76,604 75,841 Unrealized appreciation (depreciation) on fixed maturity securities 6,067 -- Unrealized appreciation (depreciation) on marketable equity securities (167) (167) Retained earnings 441,373 422,093 Unearned compensation (deduction) (1,616) (1,310) _____________ _____________ TOTAL STOCKHOLDERS' EQUITY 553,819 527,962 _____________ _____________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,808,167 $6,431,435 ============= ============= Consolidated Statement of Cash Flows (Unaudited): FOR THE THREE MONTHS ENDED March 31, 1994 March 31, 1993 RESTATED _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands) OPERATING ACTIVITIES Continuing operations: Net income $22,602 $20,306 Adjustments to reconcile net income to net cash provided by continuing operations: Adjustments related to universal life and investment products: Interest credited to account balances 72,837 63,128 Charges for mortality and administration (9,170) (7,555) Deferral of unearned revenues 14 49 Amortization of unearned revenue rese (358) (664) Increase in traditional life policy liabilities and accruals 1,406 1,093 Decrease in other policyholders' funds (433) (726) Increase in accrued investment income (1,904) (6,601) Policy acquisition costs deferred (36,430) (30,705) Amortization of deferred policy acquisition costs 11,021 6,045 Change in other assets, other liabilities, and accrued income taxes 6,592 52,440 Provision for depreciation and amortization 1,077 281 Provision for deferred income taxes 1,026 5,043 Share of losses of related parties 148 61 Realized gains on investments (6,009) (7,642) _____________ _____________ NET CASH PROVIDED BY OPERATING ACTIVITIES 62,419 94,552 INVESTING ACTIVITIES Sale, maturity, or repayment of investments: Fixed maturities - held for investment 92,723 180,085 Fixed maturities - available for sale 80,405 -- Mortgage loans on real estate 8,316 7,393 Policy loans 8,162 5,935 Short-term investments - net 57,559 36,142 _____________ _____________ 247,165 229,555 Acquisition of investments: Fixed maturities - held for investment (483,930) (523,652) Fixed maturities - available for sale (19,151) -- Mortgage loans on real estate (52,812) (15,185) Real estate (249) (16) Policy loans (7,161) (6,326) _____________ _____________ (563,303) (545,179) Consolidated Statement of Cash Flows (Unaudited): (CONTINUATION) FOR THE THREE MONTHS ENDED March 31, 1994 March 31, 1993 RESTATED _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands) INVESTING ACTIVITIES - continued Disposal of investments accounted for by the equity method $2,790 $536 Additions to investments accounted for by the equity method -- (200) Repayments of notes receivable 1 2 Issuance of notes receivable (1,287) -- Sales of property and equipment 184 148 Purchases of property and equipment (715) (1,247) _____________ _____________ NET CASH USED IN INVESTING ACTIVITIES (315,165) (316,385) FINANCING ACTIVITIES Proceeds from notes and loans payable -- Repayment of notes and loans payable (218) (2) Issuance (repayment) of commercial paper - net 33,500 8,876 Receipts from universal life policies and investment contracts credited to policyholder account balances 323,047 267,579 Return of policyholder account balances on universal life policies and investment contracts (98,162) (49,372) Issuance of stock under employee stock plans and upon debt conversion 277 374 Cash dividends paid (3,322) (2,620) _____________ _____________ NET CASH PROVIDED BY FINANCING ACTIVITIES 255,122 224,835 _____________ _____________ INCREASE IN CASH AND CASH EQUIVALENTS 2,376 3,002 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,190 6,210 _____________ _____________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $7,566 $9,212 ============= ============= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $1,696 $2,550 Income taxes 8,142 3,474 NOTES TO FINANCIAL STATEMENTS NOTE 1 -- BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and 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 annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments were of a normal recurring nature, unless otherwise noted in Management's Discussion and Analysis and the Notes to Financial Statements. Operating results for the three months ended March 31, 1994 are not necessarily indicative of the results that may be expected for the year ended December 31, 1994. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's Annual Report on Form 10-K for the year ended December 31, 1993. 1993 per share amounts have been restated to reflect a 2-for-1 stock split on June 1, 1993. NOTE 2 -- INVESTMENT OPERATIONS Prior to January 1, 1994, all fixed maturity securities were classified as "held to maturity". Fixed maturity securities were written down to net realizable value (the sum of the estimated nondiscounted cash flows from the securities) if the securities were determined to have declines in value that were "other than temporary". Future investment income was recognized at the rate implicit in this calculation of net realizable value. Effective January 1, 1994, fixed maturity securities that the company has the positive intent and ability to hold to maturity are designated as "held for investment". Held for investment securities are reported at cost adjusted for amortization of premiums and discounts. Changes in the market value of these securities, except for declines that are other than temporary, are not reflected in the company's financial statements. Available for sale securities are reported at market value and unrealized gains and losses on these securities are included directly in stockholders' equity, after adjustment for changes in deferred policy acquisition costs, policy reserves and deferred income taxes. Transfers of securities between categories are restricted and are recorded at fair value at the time of transfer. Securities that are determined to have a decline in value that is other than temporary are written down to fair value as a new cost basis by a charge to realized losses in the company's Statement of Income. Premiums and discounts are amortized/accrued utilizing the scientific interest method which results in a constant yield over the securities' expected life. Amortization/accrual of premiums and discounts on mortgage-backed securities incorporates a prepayment assumption to estimate the securities' expected life. Equity securities (common and nonredeemable preferred stocks) are reported at market if readily marketable, or at cost if not readily marketable. The change in unrealized appreciation and depreciation of marketable equity securities (net of related deferred income taxes, if any) is included directly in stockholders' equity. Mortgage loans on real estate are reported at cost adjusted for amortization of premiums and accrual of discounts. If the value of any mortgage loan is determined to be impaired (i.e. when it is probable that the company will be unable to collect all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to the present value of expected future cash flows from the loan, discounted at the loan's effective interest rate, or to the loan's observable market price, or the fair value of the underlying collateral. The carrying value of impaired loans is reduced by the establishment of a valuation allowance which is adjusted at each reporting date for significant changes in the calculated value of the loan. Changes in this valuation allowance are charged or credited to income. Real estate, which includes real estate acquired through foreclosure, is reported at cost less allowances for depreciation. Real estate acquired through foreclosure, or in-substance foreclosure, is recorded at the lower of cost (which includes the balance of the mortgage loan, any accrued interest and any costs incurred to obtain title to the property) or fair value as determined at or before the foreclosure date. After foreclosure, foreclosed real estate is carried at the lower of fair value less estimated sale costs, or cost. Policy loans are reported at unpaid principal. Short-term investments are reported at cost adjusted for amortization of premiums and accrual of discounts (which approximates estimated market value for these securities). Estimated market values, as reported herein, of publicly traded fixed maturity securities are as reported by an independent pricing service. Market values of conventional mortgage-backed securities not actively traded in a liquid market are estimated using a third party pricing system which uses a matrix calculation assuming a spread over U.S. Treasury bonds based upon the expected average lives of the securities. Market values of private placement bonds are estimated using a matrix that assumes a spread over U.S. Treasury bonds based upon interest rates and a risk assessment of the bonds. Market values of redeemable preferred stocks are as reported by the National Association of Insurance Commissioners ("NAIC"). Market values of equity securities are based on the latest quoted market prices, or where not readily marketable, at values which are representative of the market values of issues of comparable yield and quality. Realized gains and losses are determined on the basis of specific identification of investments. Effective January 1, 1994, the company adopted Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The cumulative effect of this change in accounting method was to increase stockholders' equity by $22,516,000, or $0.71 per share, at January 1, 1994. The company analyzes projected cash flows from investments and policy liabilities under a variety of economic scenarios to determine what portion of its investment portfolio might need to be sold under these scenarios. Based upon this analysis and other factors, the company designates a portion of its fixed maturity securities portfolio as "available for sale". On March 31, 1994, fixed income securities with an amortized cost of $776,524,000 and an estimated market value of $789,177,000 were designated as available for sale. Unrealized holding gains on these securities, net of adjustments to deferred policy acquisition costs, unearned revenue reserves and related deferred income taxes, increased stockholders' equity by $6,067,000, or $0.19 per share, at March 31, 1994. At March 31, 1994 and December 31, 1993, amortized cost, gross unrealized gains and losses and estimated market values of fixed maturity securities held for investment are as follows: HELD FOR INVESTMENT Gross Gross Estimated Amortized Unrealized Unrealized Market March 31, 1994 Cost Gains Losses Value ______________________________________________________________________ (Dollars in thousands) U.S. government and governmental agencies and authorities: Mortgage-backed securities $306,066 $13,097 ($1,752) $317,411 Other 3,992 201 (24) 4,169 States, municipalities and political subdivisions 10,000 300 -- 10,300 Foreign governments 10,573 1,680 -- 12,253 Public utilities 1,127,236 32,130 (35,222) 1,124,144 Investment grade corporate 1,434,155 89,360 (29,195) 1,494,320 Below investment grade corporate 185,324 2,282 (5,033) 182,573 Mortgage-backed securities 1,560,511 28,819 (49,822) 1,539,508 Redeemable preferred stocks 711 -- (264) 447 ___________ ___________ ___________ ___________ TOTAL HELD FOR INVESTMENT $4,638,568 $167,869 ($121,312) $4,685,125 =========== =========== =========== =========== Gross Gross Estimated Amortized Unrealized Unrealized Market December 31, 1993 Cost Gains Losses Value ______________________________________________________________________ (Dollars in thousands) U.S. government and governmental agencies and authorities: Mortgage-backed securities $327,195 $22,121 $-- $349,316 Other 3,493 380 -- 3,873 States, municipalities and political subdivisions 15,854 700 (28) 16,526 Foreign governments 10,573 2,580 -- 13,153 Public utilities 1,198,523 75,309 (6,399) 1,267,433 Investment grade corporate 1,724,879 187,348 (4,529) 1,907,698 Below investment grade corporate 361,869 14,266 (4,765) 371,370 Mortgage-backed securities 1,435,129 51,384 (8,971) 1,477,542 Redeemable preferred stocks 711 -- (264) 447 ___________ ___________ ___________ ___________ TOTAL HELD FOR INVESTMENT $5,078,226 $354,088 ($24,956) $5,407,358 =========== =========== =========== =========== At March 31, 1994, amortized cost, gross unrealized gains and losses and estimated market values of fixed maturity securities designated as available for sale are as follows: AVAILABLE FOR SALE Gross Gross Estimated Amortized Unrealized Unrealized Market March 31, 1994 Cost Gains Losses Value ______________________________________________________________________ (Dollars in thousands) Public utilities $78,701 $2,189 ($3,521) $77,369 Investment grade corporate 345,519 19,329 (11,079) 353,769 Below investment grade corporate 186,668 5,995 (6,583) 186,080 Mortgage-backed securities 165,636 6,323 -- 171,959 ___________ ___________ ___________ ___________ TOTAL AVAILABLE FOR SALE $776,524 $33,836 ($21,183) $789,177 =========== =========== =========== =========== Amortized cost and estimated market value of debt securities at March 31, 1994, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Estimated Amortized Market HELD FOR INVESTMENT Cost Value ____________________________________________________________________ (Dollars in thousands) Due in one year or less $618 $635 Due after one year through five years 42,301 44,285 Due after five years through ten years 369,178 374,001 Due after ten years 2,359,894 2,409,285 _____________ _____________ 2,771,991 2,828,206 Mortgage-backed securities 1,866,577 1,856,919 _____________ _____________ TOTAL HELD FOR INVESTMENT $4,638,568 $4,685,125 ============= ============= Estimated Amortized Market AVAILABLE FOR SALE Cost Value _____________________________________________________________________ (Dollars in thousands) Due after one year through five years $6,087 $5,904 Due after five years through ten years 117,078 117,883 Due after ten years 487,723 493,431 _____________ _____________ 610,888 617,218 Mortgage-backed securities 165,636 171,959 _____________ _____________ TOTAL AVAILABLE FOR SALE $776,524 $789,177 ============= ============= No fixed maturity securities were designated as available for sale on December 31, 1993. Short-term investments with maturities of 30 days or less have been excluded from the above schedules, since amortized cost approximates market value for those securities. Amortized cost and estimated market value of mortgage-backed securities, which comprise 37.5% of the company's investment in fixed maturity securities as of March 31, 1994, are as follows: Estimated Amortized Market Cost Value _____________________________ (Dollars in thousands) Mortgage-backed securities: Government guaranteed pools $306,066 $317,411 Private mortgage pools 29,821 27,779 Mezzanines 40,639 40,037 CMO's and REMIC's: Sequential pay 1,343,005 1,344,300 Targeted amortization class 312,682 299,351 _____________ _____________ TOTAL MORTGAGE-BACKED SECURITIES $2,032,213 $2,028,878 ============= ============= During periods of significant interest rate volatility, the mortgages underlying mortgage-backed securities may prepay more quickly or more slowly than anticipated. If the principal amount of such mortgages are prepaid earlier than anticipated during periods of declining interest rates, investment income may decline due to reinvestment of these funds at lower current market rates. To mitigate this prepayment volatility, the company invests primarily in intermediate tranche collateralized mortgage obligations ("CMOs"). CMOs are pools of mortgages that are segregated into sections, or tranches, which provide sequential retirement of bonds rather than pro-rata share of principal return in the pass-through structure. The company does not hold any "interest only" or "principal only" mortgage-backed securities. Further, the company has not purchased obligations at significant premiums, thereby limiting exposure to loss during periods of accelerated prepayments. At March 31, 1994, unamortized premiums on mortgage-backed securities totalled $5,567,000 and unaccrued discounts on mortgage-backed securities totalled $48,598,000. An analysis of sales, maturities and principal repayments of the company's fixed maturities portfolio for the three months ended March 31, 1994 and 1993 is as follows: Gross Gross Proceeds Amortized Realized Realized from Cost Gains Losses Sale _______________________________________________ Three months ended March 31, 1994 - - ------------------------------ Scheduled principal repayments, calls and tenders Held for investment $89,497 $3,226 $-- $92,723 Available for sale 51,293 1,097 -- 52,390 Sales - available for sale 24,913 3,102 -- 28,015 ___________ ___________ ___________ ___________ TOTAL $165,703 $7,425 $-- $173,128 =========== =========== =========== =========== Gross Gross Proceeds Amortized Realized Realized from Cost Gains Losses Sale _______________________________________________ Three months ended March 31, 1993 - - ------------------------------ Scheduled principal repayments, calls and tenders $170,960 $7,105 $-- $178,065 Sales 1,933 87 -- 2,020 ___________ ___________ ___________ ___________ TOTAL $172,893 $7,192 $-- $180,085 =========== =========== =========== =========== No held for investment securities were sold and there were no transfers between the held for investment and available for sale portfolios during the three months ended March 31, 1994. During the three months ended March 31, 1994, the change in the net unrealized gain or loss on available for sale securities included in stockholders's equity, net of adjustments, amounted to $16,449,000 of net depreciation. At March 31, 1994, the company owned one equity security with a book value of $250,000 and an estimated market value of $83,000, resulting in gross unrealized depreciation of $167,000. Effective January 1, 1994, the company adopted SFAS No. 114, "Accounting by Creditors for Impairment of a Loan". The adoption of SFAS No. 114 had no impact on company's financial statements at January 1, 1994. During the three months ended March 31, 1994, one mortgage loan with a carrying value of $3,645,000 was restructured. As a result of this restructuring, a valuation allowance of $66,000 was established on the loan. In addition, the company received a new appraisal on one of its real estate properties during the quarter ended March 31, 1994. This appraisal indicated that the fair value of this property had declined below its carrying value. As a result of this determination, the company established a valuation allowance totalling $1,019,000 to reduce the value of this property to its estimated fair value, less costs to sell the property. The carrying value of investments which have been non-income producing for the twelve months preceding March 31, 1994 includes: fixed maturities - $80,000; mortgage loans on real estate - $250,000; and real estate - $239,000. No investment in any person or its affiliates (other than bonds issued by agencies of the United States government) exceeded ten percent of stockholders' equity at March 31, 1994. NOTE 3 -- COMMITMENTS AND CONTINGENCIES In the normal course of business, the company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers. Reinsurance coverages for life insurance vary according to the age and risk classification of the insured with retention limits ranging up to $500,000 of coverage per individual life. The company does not use surplus relief reinsurance. Reinsurance contracts do not relieve the company from its obligations to its policyholders. To the extent that reinsuring companies are later unable to meet obligations under reinsurance agreements, the company's life insurance subsidiaries would be liable for these obligations and could result in losses to the company. To limit the possibility of such losses the company evaluates the financial condition of its reinsurers, monitors concentrations of credit risk arising from factors such as similar geographic regions, and limits its exposure to any one reinsurer. At March 31, 1994, the company had reinsurance treaties with 18 reinsurers, all of which are deemed to be long-duration, retroactive contracts, and has established a receivable totalling $11,246,000 for reserve credits, reinsurance claims and other receivables from these reinsurers. No allowance for uncollectible amounts has been established since none of the receivables are deemed to be uncollectible, and because such receivables, either individually or in the aggregate, are not material to the company's operations. The company's liability for future policy benefits and notes and other receivables have been increased by $10,504,000 at March 31, 1994 for reserve credits on reinsured policies. Insurance premiums and product charges have been reduced by $1,733,000 in the first quarter of 1994 compared to $1,462,000 in the same period of 1993, as a result of the cession agreements. Insurance benefits and expenses have been reduced by $513,000 in the first quarter of 1994 compared to $1,032,000 in the same period of 1993. The amount of reinsurance assumed is not significant. The company's insurance subsidiaries are assessed contributions by life and health guaranty associations in almost all states to indemnify policyholders of failed companies. In some states, such assessments are offset by reductions in future premium taxes. The company cannot predict whether and to what extent legislative initiatives may affect the right to offset. The amount of these assessments prior to 1991 was not material. Failures of substantially larger companies since 1990 could result in future assessments in material amounts. During 1991, the company established a reserve of $21,049,000 to cover such assessments, which was partially offset by $5,678,000 of expected future premium tax credits. The company regularly reviews information regarding known failures and revises its estimate of future guaranty fund assessments accordingly. In 1993, this review caused the company to accrue an additional $2,109,000 to cover amounts not previously reserved for. No additional amounts have been accrued during the first three months of 1994 and at March 31, 1994, the remaining reserve for insurance guaranty fund assessments, net of expected future premium tax credits, totalled $15,088,000. The company believes this reserve is sufficient to cover expected future insurance guaranty fund assessments. At March 31, 1994, outstanding commitments to fund mortgage loans on real estate totalled $38,986,000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of this section is to discuss and analyze the company's consolidated financial condition, liquidity and capital resources and results of operations. This analysis should be read in conjunction with the consolidated financial statements and related notes which appear elsewhere in this report. The company reports financial results on a consolidated basis. The consolidated financial statements include the accounts of the company and its subsidiaries. All of the company's significant subsidiaries are wholly-owned. The company's primary subsidiaries are Equitable Life Insurance Company of Iowa ("Equitable Life") and USG Annuity & Life Company ("USG"). FINANCIAL CONDITION Investments The company's total investments grew $334,554,000, or 5.9%, in the first three months of 1994 compared to growth of $323,497,000, or 7.2%, for the same period of 1993, as $331,483,000 of annuity and life insurance premiums were invested. The company monitors the growth of its insurance operations in order to maintain adequate capital ratios. The company has established a goal of growing assets 20% in 1994. To support the company's annuities and life insurance products, cash flow was invested primarily in fixed income investments. At March 31, 1994, 99.7% of the company's investments, excluding policy loans, were in cash or fixed income investments which consist of government and agency mortgage-backed securities (5.6% of the total investment portfolio); investment grade corporate and conventional mortgage- backed securities, as determined by either Standard & Poor's Corporation ("Standard & Poor's" or "S&P") or Moody's Investors Service ("Moody's") (80.8%); below investment grade corporate securities (6.4%); and mortgage loans on real estate (6.7%). Effective January 1, 1994, the company adopted Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The cumulative effect of this change in accounting method was to increase stockholders' equity by $22,516,000, or $0.71 per share, at January 1, 1994. The company analyzes projected cash flows from investments and policy liabilities under a variety of economic scenarios to determine what portion of its investment portfolio might need to be sold under these scenarios. Based upon this analysis and other factors, the company designates a portion of its fixed maturity securities portfolio as "available for sale". On March 31, 1994, fixed income securities with an amortized cost of $776,524,000 and an estimated market value of $789,177,000 were designated as available for sale. Unrealized holding gains on these securities, net of adjustments to deferred policy acquisition costs, unearned revenue reserves and related deferred income taxes, increased stockholders' equity by $6,067,000, or $0.19 per share, at March 31, 1994. At March 31, 1994, the ratings assigned by Standard & Poor's and Moody's to the individual securities in the company's fixed maturities portfolio are summarized as follows: Carrying % of Estimated % of Value Total Market Value Total ____________ _______ ____________ _______ (Dollars in thousands) Ratings assigned by Standard & Poor's: U.S. governments, agencies & AAA Corporates $1,973,745 36.4% $1,966,340 35.9% AA+ to AA- 226,903 4.2% 228,025 4.2% A+ to A- 1,755,291 32.3% 1,804,911 33.0% BBB+ to BBB- 910,709 16.8% 916,999 16.7% BB+ to BB- 301,599 5.6% 298,714 5.5% B+ to B- 62,094 1.1% 62,094 1.1% D 5,775 0.1% 5,775 0.1% Issues not rated by S & P (by NAIC rating): Rated 1 (AAA to A-) 85,161 1.6% 86,691 1.6% Rated 2 (BBB+ to BBB-) 50,167 0.9% 48,628 0.9% Rated 3 (BB+ to BB-) 50,947 0.9% 50,632 0.9% Rated 4 (B+ to B-) 4,563 0.1% 4,966 0.1% Rated 6 (CI, D) 80 0.0% 80 0.0% Redeemable preferred stock 711 0.0% 447 0.0% ____________ _______ ____________ _______ TOTAL FIXED MATURITIES $5,427,745 100.0% $5,474,302 100.0% ============ ======= ============ ======= Carrying % of Estimated % of Value Total Market Value Total ____________ _______ ____________ _______ (Dollars in thousands) Ratings assigned by Moody's U.S. governments, agencies & Aaa Corporates $1,923,027 35.4% $1,915,727 35.0% Aa1 to Aa3 209,512 3.9% 210,068 3.8% A1 to A3 1,782,717 32.9% 1,828,325 33.4% Baa1 to Baa3 905,005 16.7% 915,143 16.7% Ba1 to Ba3 291,664 5.4% 288,950 5.3% B1 to B3 56,074 1.0% 59,074 1.1% Ca 5,775 0.1% 5,775 0.1% Issues not rated by Moody's (by NAIC rating): Rated 1 (Aaa to A3) 141,497 2.6% 143,446 2.6% Rated 2 (Baa1 to Baa3) 53,174 1.0% 51,669 1.0% Rated 3 (Ba1 to Ba3) 50,946 0.9% 50,632 0.9% Rated 4 (B1 to B3) 4,563 0.1% 4,966 0.1% Rated 6 (Ca, C) 80 0.0% 80 0.0% Redeemable preferred stock 711 0.0% 447 0.0% ____________ _______ ____________ _______ TOTAL FIXED MATURITIES $5,424,745 100.0% $5,474,302 100.0% ============ ======= ============ ======= <FN> Note: Estimated market values of publicly traded securities are as reported by an independent pricing service. Estimated market values of conventional mortgage-backed securities not actively traded in a liquid market are estimated using a third party pricing system, which uses a matrix calculation assuming a spread over U.S. Treasury bonds based upon the expected average lives of the securities. Estimated market values of private placement bonds are estimated using a matrix that assumes a spread (based on interest rates and a risk assessment of the bonds) over U.S. Treasury bonds. Estimated market values of redeemable preferred stocks are as reported by the National Association of Insurance Commissioners ("NAIC"). Net unrealized appreciation of fixed maturity investments of $59,210,000 was comprised of gross appreciation of $201,705,000 and gross depreciation of $142,495,000. At March 31, 1994, the carrying value of below investment grade securities, using the higher rating by Moody's or Standard & Poor's, totalled $371,404,000, or 6.4% of the company's investment portfolio. Included in this total were $104,665,000 of securities, rated investment grade when purchased and later downgraded. The company estimates that the market value of its below investment grade portfolio was $368,653,000, or 99.1% of amortized cost and 99.3% of carrying value, at March 31, 1994. Below investment grade securities have different characteristics than investment grade corporate debt securities. Risk of loss upon default by the borrower is significantly greater with respect to below investment grade securities than with other corporate debt securities. Below investment grade securities are generally unsecured and are often subordinated to other creditors of the issuer. Also, issuers of below investment grade securities usually have higher levels of debt and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers. The company attempts to reduce the overall risk in its below investment grade portfolio, as in all of its investments, through careful credit analysis, strict investment policy guidelines, and diversification by company and by industry. During the first three months of 1994, the company purchased below investment grade securities at a total cost of $22,396,000. At March 31, 1994 these securities had an estimated market value of $21,680,000. The company intends to purchase additional below investment grade securities but it does not expect the percentage of its portfolio invested in below investment grade securities to increase significantly. Also during the first three months of 1994, below investment grade securities with carrying values of $7,086,000 were called or repaid and below investment grade securities with carrying values of $4,147,000 were upgraded to investment grade. Primarily as a result of these transactions, at March 31, 1994, the carrying value of the company's total investment in below investment grade securities consists of investments in 80 issuers totalling $371,404,000, or 6.4% of the company's investment portfolio compared to 81 issuers totalling $361,869,000, or 6.6%, at December 31, 1993. At March 31, 1994, the yield on the company's below investment grade portfolio was 9.7% compared to 8.2% for the company's corporate investment grade portfolio. The company analyzes its investment portfolio at least quarterly in order to determine if its ability to realize its carrying value on any investment has been impaired. For debt and equity securities, if impairment in value is determined to be other than temporary (i.e. if it is probable that the company will be unable to collect all amounts due according to the contractual terms of the security), the cost basis of the impaired security is written down to fair value, which becomes the security's new cost basis. The amount of the writedown is included in earnings as a realized loss. Of the 80 below investment grade issuers in the company's investment portfolio at March 31, 1994, one issue was in default at March 31, 1994. This security had an original cost of $7,959,000 and had been written down to $699,000 prior to the adoption of SFAS No. 115. Effective January 1, 1994, the cost basis of this security was written down to its estimated fair value of $80,000 and a $619,000 realized loss was charged to earnings. The carrying value of fixed maturity investments considered to have other than temporary impairments represent a negligible portion of total investments, total assets, or total stockholders' equity at March 31, 1994. Below investment grade investments, as well as other investments, are being monitored on an ongoing basis and future events may occur, or additional or updated information may be received, which may necessitate further write-downs of securities in the company's portfolio. Significant write-downs in the carrying value of investments could materially adversely affect the company's net income in future periods. During the first three months of 1994, corporate investment grade securities with a combined amortized cost value of $133,704,000 were called or repaid by their issuers. In addition, one investment grade security with an amortized cost of $24,913,000 was sold by the company. This security was designated as available for sale. Aggregate pre-tax gains from sales, calls and prepayments of fixed maturity investments totaled $7,425,000 in the first three months of 1994. At March 31, 1994, the company's fixed maturity investment portfolio had a combined yield of 8.4% compared to 8.5% at December 31, 1993. Although interest rates have risen in recent months, new investment rates continue to be lower than the company's current portfolio yield and, as a result, the overall yield on the company's investment portfolio is declining as cash flows from insurance and annuity sales are invested at relatively lower rates. This decline in yield is compounded as investments in higher yielding securities are called or prepaid by their issuers and proceeds from these early payments are invested at current rates. The impact of further declines in portfolio yields on the company's operating results will depend upon the magnitude of the decline and the interest rates credited to policyholder account balances. At March 31, 1994, the average annual interest rate in effect for interest sensitive products, including annuities and universal life-type policies, and participating life policies, was 5.9%, compared to 6.1% at December 31, 1993. Mortgage loans make up approximately 6.7% of the company's investment portfolio, as compared to an industry average of 14.8%, as reported in the 1993 ACLI Fact Book. The company has resumed active mortgage lending to broaden its investment alternatives and, as a result of this increase in lending activity, mortgages outstanding increased to $391,338,000 from $346,829,000 during the first three months of 1994. The company expects the carrying value of this asset category to continue to grow over the next several years. The company's mortgage loan portfolio includes 254 loans with an average size of $1,541,000. Average seasoning of the company's mortgage loan portfolio is 10.6 years if weighted by the number of loans, or 4.1 years if weighted by mortgage loan carrying values. The company's mortgage loans are typically secured by occupied buildings in major metropolitan locations and not speculative developments, and are diversified by type of property and geographic location. At March 31, 1994, the yield on the company's mortgage loan portfolio was 8.8%. Distribution of these loans by type of collateral and geographic location is as follows: % of # of Carrying Mortgage Loans Value Portfolio _____________________________ (Dollars in thousands) Collateral Breakdown - - ------------------------- Farm 4 $193 0.1% Multi-family residential 29 80,749 20.6% Industrial 119 113,033 28.9% Office buildings 32 54,577 13.9% Retail 67 129,933 33.2% Other 3 12,853 3.3% ______ ____________ _______ TOTAL 254 $391,338 100.0% ====== ============ ======= % of # of Carrying Mortgage Loans Value Portfolio _____________________________ (Dollars in thousands) Geographic Breakdown - - ------------------------- New England 2 $1,138 0.3% Middle Atlantic 26 38,099 9.8% South Atlantic 26 40,033 10.2% East North Central 67 96,729 24.7% West North Central 26 50,918 13.0% East South Central 8 13,076 3.4% West South Central 18 30,655 7.8% Mountain 11 27,418 7.0% Pacific 70 93,272 23.8% ______ ____________ _______ TOTAL 254 $391,338 100.0% ====== ============ ======= At March 31, 1994, 0.2% of the commercial mortgage portfolio, or $604,000, was delinquent by 90 days or more. In addition, the company holds $14,823,000 in foreclosed real estate. The company does not expect to incur material losses from these investments since delinquent loans represent a small percentage of the portfolio. The company has been able to recover 83% of the principal amount of problem mortgages that have been resolved in the last three years. During the first three months of 1994, the company determined that the carrying value of one of its real estate properties exceeded its estimated fair value, less costs of sale. As a result of this determination the company established a valuation allowance totalling $1,019,000 on this property. In total, the company has experienced a relatively small number of problems with its total investment portfolio, with only 0.01% of the company's investments in default at March 31, 1994. The company estimates its total investment portfolio, excluding policy loans, had a market value equal to 101.2% of amortized cost and 101.1% of carrying value at March 31, 1994. Other assets Notes and other receivables increased $22,539,000 primarily as a result of an increase in funds in transit related to investment repayments. Deferred policy acquisition costs increased $21,862,000 over year-end 1993 levels as the deferral of current period costs (primarily commissions) incurred to generate insurance and annuity sales and premiums continued to exceed the amortization of costs deferred in previous periods. At March 31, 1994, the company had total assets of $6,808,167,000, an increase of 5.9% over total assets at December 31, 1993. Liabilities In conjunction with the volume of insurance and annuity sales and premiums, and the resulting increase in business in force, the company's liability for policy liabilities and accruals increased $289,370,000, or 5.2%, during the first three months of 1994. Total consolidated debt increased $33,282,000 during this period as commercial paper was issued to offset timing differences in investment related cash receipts and disbursements, and amounted to $117,496,000 at March 31, 1994. Other liabilities increased $30,846,000 from year-end 1993 levels primarily as the result of an increase in the liability for securities purchased but not yet paid for. The company's insurance subsidiaries are assessed contributions by life and health guaranty associations in almost all states to indemnify policyholders of failed companies. In some states, such assessments are offset by reductions in future premium taxes. The company cannot predict whether and to what extent legislative initiatives may affect the right to offset. The amount of these assessments prior to 1991 was not material. Failures of substantially larger companies since 1990 could result in future assessments in material amounts. During 1991, the company established a reserve of $21,049,000 to cover such assessments, which was partially offset by $5,678,000 of expected future premium tax credits. The company regularly reviews information regarding known failures and revises its estimate of future guaranty fund assessments accordingly. In 1993, this review caused the company to accrue an additional $2,109,000 to cover amounts not previously reserved for. No additional amounts have been accrued during the first three months of 1994 and at March 31, 1994, the remaining reserve for insurance guaranty fund assessments, net of expected future premium tax credits, totalled $15,088,000. The company believes this reserve is sufficient to cover expected future insurance guaranty fund assessments. At March 31, 1994, the company had total liabilities of $6,254,348,000 compared to $5,903,473,000 at December 31, 1993, a 5.9% increase. Equity At March 31, 1994, stockholders' equity was $553,819,000, or $17.55 per share, compared to $527,962,000 or $16.76 per common share at year end 1993. The ratio of consolidated debt to total capital was 17.5% at March 31, 1994, 1993, up from 13.8% at year-end 1993 as a result of the increase in short-term borrowings. At March 31, 1994, there were 31,558,249 common shares outstanding compared to 31,504,586 shares at December 31, 1993. The effects of inflation and changing prices on the company are not material since insurance assets and liabilities are both primarily monetary and remain in balance. An effect of inflation, which has been low in recent years, is a decline in purchasing power when monetary assets exceed monetary liabilities. LIQUIDITY AND CAPITAL RESOURCES The liquidity requirements of the company's subsidiaries are met by cash flow from insurance and annuity premiums, investment income, and maturities of fixed maturity investments and mortgage loans. The company primarily uses funds for the payment of insurance and annuity benefits, operating expenses and commissions, and the purchase of new investments. No material capital expenditures are planned. The company issues short-term debt, including commercial paper notes, for working capital needs and to provide short term liquidity. At March 31, 1994 the company had $67,500,000 in commercial paper notes outstanding, an increase of $33,500,000 from December 31, 1993 as additional commercial paper was issued to fund short-term advances to the company's insurance subsidiaries to smooth timing differences between investment related cash receipts and disbursements. The company's commercial paper is rated A1 by Standard and Poor's, P2 by Moody's and D1 by Duff & Phelps Credit Rating Co. To enhance short term liquidity and back up its outstanding commercial paper notes, the company maintains a line of credit agreement with several banks. On March 31, 1994, the company entered into new agreements which provide for lines of credit totalling $249,000,000. A credit line totalling $166,000,000 expires on March 31, 1997 and a credit line totalling $83,000,000 expires on March 30, 1995. Since Equitable of Iowa Companies is a holding company, funds required to meet its debt service requirements, dividend payments and other expenses are primarily provided by its subsidiaries. The ability of the company's insurance subsidiaries to pay dividends and other distributions to the company is regulated by state law. Iowa law provides that an insurance company may pay dividends, without prior approval of the Commissioner of Insurance if, together with all dividends or distributions made during the preceding twelve month period, the dividends would not exceed the greater of (a) 10% of the insurer's statutory surplus as of the December 31st next preceding; or (b) the statutory net gain from operations for the twelve month period ending as of the next preceding December 31st. In addition, the law provides that the insurer may only make dividend payments to its shareholders from its earned surplus (i.e., its surplus as regards policyholders less paid-in and contributed surplus). Equitable Life could pay dividends to the company without prior approval of the Iowa Commissioner of Insurance of approximately $39,335,000 during the remainder of 1994. The company's insurance subsidiaries have maintained adequate statutory capital and surplus and have not used surplus relief or financial reinsurance, which have come under scrutiny by many state insurance departments. The NAIC's risk-based capital requirements require insurance companies to calculate and report information under a risk-based capital formula. These requirements are intended to allow insurance regulators to identify inadequately capitalized insurance companies based upon the type and mixture of risks inherent in the company's operations. The formula includes components for asset risk, liability risk, interest rate exposure and other factors. The company's insurance subsidiaries have complied with the NAIC's risk-based capital reporting requirements. Amounts reported indicate that the company's insurance subsidiaries have total adjusted capital (as defined in the requirements) which is well above all required capital levels. The terms of the line of credit agreements totalling $249,000,000 require the company to maintain certain adjusted consolidated tangible net worth levels. "Adjusted consolidated tangible net worth" is defined as consolidated stockholders' equity, adjusted to exclude the effects of SFAS No. 115, less intangible assets. The most restrictive of these covenants requires the company to maintain adjusted consolidated tangible net worth equal to or in excess of the sum of (i) $420,000,000, plus (ii) 50% of consolidated net income from January 1, 1994 to the end of the most recent quarter, plus (iii) net proceeds from the issuance of stock from January 1, 1994 to the end of the most recent quarter. At March 31, 1994, $113,246,000 of retained earnings were free of restrictions and could be distributed to the company's public stockholders. Developing and writing increased volumes of insurance and annuity business require increased amounts of capital and surplus for the company's insurance operations including amounts in excess of those which may be realized from operating results. The company may also expand its insurance operations through acquisition of blocks of business from other insurance companies, or through the acquisition of an insurance company, although no such acquisitions are currently planned. On October 21, 1993, the company completed a primary stock offering of 2,300,000 shares to the public at a price of $35 per share and received net proceeds of approximately $76,473,000 from the sale after deduction of the underwriter's discount and expenses. The company has contributed $70,000,000 of these proceeds to its insurance subsidiaries. Over time, further growth in the company's insurance operations may require additional capital although the company believes it now has sufficient capital resources to support growth in its operations for the next several years. The company's primary sources of capital are retained earnings and the issuance of additional common stock or debt. On April 15, 1994, the company notified bondholders and the trustee of the 9.30% Notes due 1998 totalling $49,996,000 that it intended to redeem these notes at par on June 1, 1994. Operating cash flows will be used to redeem the notes. The company's insurance subsidiaries operate under the regulatory scrutiny of each of the state insurance departments supervising business activities in the states where each company is licensed. The company is not aware of any current recommendations by these regulatory authorities which, if they were to be implemented, would have a material effect on the company's liquidity, capital resources or operations. RESULTS OF OPERATIONS Sales Total annuity and life insurance sales, as measured by first year and single premiums, increased $54,789,000, or 21.9%, to $305,404,000 in the first quarter of 1994 compared to the same period in 1993. Annuity sales remained strong and increased $53,581,000, or 21.7%, to $300,342,000 in the first quarter of 1994. The company believes that its commitment to customer service, the quality of its investment portfolio and its overall financial strength continue to attract consumers to its annuity products as consumer's continue to seek a secure return on their retirement savings. First year and single life insurance premiums increased $1,208,000, or 31.4%, to $5,062,000 in the first quarter of 1994 due to increases in sales of the company's universal life and current interest products. Revenues Total revenues increased $19,841,000, or 14.9%, to $152,619,000 in the first quarter of 1994. Universal life insurance and investment product charges increased $2,230,000, or 27.0%, to $10,504,000 in the first quarter of 1994, as increased surrenders of the company's annuity products generated higher surrender charge revenues. Surrender charge income, which allows the company to recover a portion of the expenses incurred to generate policy sales, was partially offset by greater amortization of deferred policy acquisition costs. Premiums from traditional life insurance products decreased $151,000, or 1.3%, to $11,810,000 in the first quarter of 1994. These traditional product premium decreases resulted from lower renewal premiums although premiums from new sales increased slightly. Net investment income increased $18,365,000, or 18.1%, to $119,901,000 in the first quarter of 1994 as the increase in invested assets more than offset a decline in portfolio yield. The effective average annual yield on invested assets was 8.7% in the first quarter of 1994 compared to 9.4% for the comparable period of 1993. The company's investment portfolio, excluding policy loans, had a yield to maturity of 8.4% at March 31, 1994, compared to 9.0% at March 31, 1993, reflecting a general decline in interest rates, and substantial principal repayments, calls and tenders of investments. The effect of this decline in portfolio yield on the company's future net income will depend on many factors, including the level of interest rates credited to policyholder account balances. During the first quarter of 1994, the company had realized gains on the sale of investments of $6,009,000 compared to gains of $7,642,000 in 1993. Expenses Total insurance benefits and expenses increased $17,184,000, or 18.0%, to $112,733,000 in the first quarter of 1994. Interest credited to universal life and investment product account balances increased $9,709,000, or 15.4%, to $72,837,000 in the first quarter of 1994 as a result of higher account balances associated with those products. The average annual interest rate credited to policy accounts for interest sensitive products, including annuities and universal life-type policies, and participating life policies, was 6.0% for the first quarter of 1994 compared to 6.9% in the first quarter of 1993. The average annual interest rate in effect for those policies at March 31, 1994 was 5.9%, compared to 6.8% at March 31, 1993. The company's policy is to reduce rates credited to policy accounts as investment yields decline. Most of the company's interest sensitive policies allow for interest rate adjustments at least annually. Death benefits on traditional life products and benefit claims incurred in excess of account balances increased $631,000, or 8.4%, to $8,137,000 in the first quarter of 1994 while other benefits declined $927,000, or 10.8%, to $7,635,000. These changes were offset by a corresponding change in the reserve for future policy benefits and, therefore, had no material impact on net income. The withdrawal ratio for the company's annuity products, as calculated by dividing average aggregate surrenders and withdrawals by average aggregate account balances, was 6.3%, on an annualized basis, for the three months ended March 31, 1994 compared to 3.8% in the first three months of 1993. Most of the company's annuity products have surrender charges which are designed to discourage early withdrawals and to allow the company to recover a portion of the expenses incurred to generate annuity sales in the event of early withdrawal. The company anticipates an increase in annuity surrenders as this block of business matures. A block of annuity policies sold in 1988 and 1989 contained a 5 year interest guarantee which is currently expiring. The company has planned for, and experienced, higher surrenders related to this block of business. Excluding these surrenders, the company's annuity withdrawal ratio would have been 5.3%. The company currently does not market annuity policies with 5 year guarantees. Approximately 5% ($230 million) of its annuity liabilities contain this feature. The company's annualized lapse ratio for life insurance measured in terms of face amount and using A.M. Best's formula, was 7.1% in the first three months of 1994 compared to 7.3% in the first three months of 1993. Commissions increased $5,308,000, or 21.0%, to $30,568,000 in the first quarter of 1994 as sales of annuity products continued to increase. This increase was offset by an increase in the deferral of such policy acquisition costs, and thus had very little impact on total insurance expenses. The amortization of deferred policy acquisition costs increased by $4,975,000, or 82.3%, to $11,020,000 in the first quarter of 1994. This increase in amortization of deferred policy acquisition costs was due to the $2,226,000 amortization related to realized gains, the 25.4% growth in policy liabilities since March 31, 1993 and the higher lapses and surrender charge income incurred in this quarter. Income Operating income (income excluding realized gains and losses, net of related income taxes, and excluding amortization of deferred policy acquisition costs related to realized gains and losses, net of related income taxes) increased 31.3% in the first quarter of 1994, to $20,046,000, or $0.64 per share, from $15,262,000, or $0.53 per share, in 1993. The company recognized realized gains on the sale of investments (net of related income taxes) of $4,003,000, or $0.13 per share, in the first quarter of 1994 compared to realized gains of $5,044,000, or $0.17 per share in 1993. In addition, increased levels of realized gains above gains originally assumed caused the company to accelerate the amortization of deferred policy acquisition costs. During the first three months of 1994, the company reduced net income by $1,447,000, or $0.05 per share, as a result of this amortization. Net income was $22,602,000, or $0.72 per share in the first three months of 1994, compared to $20,306,000, or $0.70 per share in 1993. 1993 per share amounts reported above have been restated to reflect the two-for-one stock split on June 1, 1993. Insurance Regulation Currently, the company's insurance subsidiaries are subject to regulation and supervision by the states in which they are admitted to transact business. State insurance laws generally establish supervisory agencies with broad administrative and supervisory powers related to granting and revoking licenses to transact business, establishing guaranty fund associations, licensing agents, approving policy forms, regulating premium rates for some lines of business, establishing reserve requirements, prescribing the form and content of required financial statements and reports, determining the reasonableness and adequacy of statutory capital and surplus and regulating the type and amount of investments permitted. Recently, the insurance regulatory framework has been placed under increased scrutiny by various states, the federal government and the NAIC. Various states have considered or enacted legislation which changes, and in many cases increases, the states' authority to regulate insurance companies. Legislation is under consideration in Congress which could result in the federal government assuming some role in the regulation of insurance companies. The NAIC, in conjunction with state regulators, has been reviewing existing insurance laws and regulations. The NAIC recently approved and recommended to the states for adoption and implementation several regulatory initiatives designed to reduce the risk of insurance company insolvencies. These initiatives include new investment reserve requirements, risk-based capital standards and restrictions on an insurance company's ability to pay dividends to its stockholders. A committee of the NAIC is developing proposals to govern insurance company investments scheduled for adoption as a model law by the end of 1994. While the specific provisions of such a model law are not known at this time, and current proposals are still being debated, the company is monitoring developments in this area and the effects any change would have on the company. Federal Income Taxes Currently, under the Internal Revenue Code, income tax payable by policyholders on investment earnings is deferred during the accumulation period of certain life insurance and annuity products. This favorable federal income tax treatment may enhance the competitiveness of certain of the company's products as compared with other retirement savings products that do not offer such benefits. If the Code were to be revised to eliminate or reduce the tax deferred status of life insurance and annuity products, including the products offered by the company, market demand for some or all of the company's products could be adversely affected. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS In the ordinary course of business, the company and its subsidiaries are engaged in litigation. Management believes it is unlikely that the outcome of any pending litigation will have a material adverse effect on the company's financial condition. Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 4(a) Letter agreement to furnish Commission upon request copies of other long-term debt instruments 11 Statement re: Computation of per share earnings 21 Subsidiary list (b) No reports on Form 8K were filed for the quarter ended March 31, 1994. 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. DATE: May 9, 1994 EQUITABLE OF IOWA COMPANIES By/s/ P. E. Larson _______________________________ Executive Vice President and CFO (Principal Financial Officer) By/s/ D. A. Terwilliger _______________________________ Vice President and Controller (Principal Accounting Officer) INDEX Exhibits to Form 10-Q Three Months ended March 31, 1994 EQUITABLE OF IOWA COMPANIES Page Number 3 Articles of Incorporation and By-Laws (a) Restated Articles of Incorporation as amended through April 29, 1993, filed as Exhibit 3(a) to Form 10-Q for the period ended June 30, 1993, is incorporated by reference -- (b) Amended and restated By-Laws filed as Exhibit 2 to Form 8-K dated November 11, 1991, is incorporated by reference -- 4 Instruments Defining the Rights of Security Holders, Including Indentures (a) Letter Agreement to furnish Commission upon request copies of other long-term debt instruments 29 (b)(i) Rights Agreement filed as Exhibit 1 to Form 8-K dated April 30, 1992, is incorporated by reference -- (ii) First amendment to Rights Agreement changing Rights Agent filed as Exhibit 4(b)(ii) to Form 10-Q for the period ended September 30, 1992, is incorporated by reference -- (iii) Second amendment to Rights Agreement dated April 29, 1993, adjusting Purchase Price filed as Exhibit 2.2 to Form 8-A/A dated May 13, 1993,is incorporated by reference -- 10 Material Contracts (a) Executive compensation plans and arrangements * (i) Restated Executive Severance Pay Plan filed as Exhibit 10(a) to Form 10-K for the year ended December 31, 1992, is incorporated by reference -- (ii) Directors' Deferred Compensation Plan filed as Exhibit 10(b) to Form 10-K for the year ended December 31, 1989, is incorporated by reference -- (iii) 1982 Stock Incentive Plan filed as Exhibit 10(c) to Form 10-K for the year ended December 31, 1989, is incorporated by reference -- (iv) Excess Benefit Plan filed as Exhibit 10(d) to Form 10-K for the year ended December 31, 1989, is incorporated by reference -- (v) Supplemental Employee Retirement Plan filed as Exhibit 10(e) to Form 10-K for the year ended December 31, 1989, is incorporated by reference -- INDEX Exhibits to Form 10-Q Three Months ended March 31, 1994 EQUITABLE OF IOWA COMPANIES Page Number (vi) Executive Flexible Perquisite Program filed as Exhibit 10(f) to Form 10-K for the year ended December 31, 1992, is incorporated by reference -- (vii) Key Employee Incentive Plan filed as Exhibit 10(g) to Form 10-K for the year ended December 31, 1992, is incorporated by reference -- (viii) 1992 Stock Incentive Plan, as amended, Registration Statement No. 33-57492 filed as Exhibit 10(i) to Form 10-Q for the period ended March 31, 1993, is incorporated by reference -- (ix) James E. Luhrs Consulting Agreement filed as Exhibit 10(j) to Form 10-Q for the period ended June 30, 1992, is incorporated by reference -- * Management contracts or compensation plans required to be filed as an Exhibit pursuant to item 14(c) of Form 10(K). 11 Statement re: Computation of Per Share Earnings 30 21 Subsidiaries List 31 23 Consent of Experts and Counsel (a) Consent of independent auditors (not required) -- (b) Consent of counsel (not required) -- 27 Financial Data Schedule (not required) -- 99 Additional Exhibits Independence Policy filed as an Exhibit to Form 8-K dated November 11, 1991, is incorporated by reference --