SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ========= FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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) Registrant's telephone number, including area code (515) 245-6911 __________________________________________________________________________ Former name, former address and formal 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: 31,640,326 shares of Common Stock as of August 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 June 30, 1994 June 30, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands) REVENUES: Universal life and annuity product charges $10,607 $8,245 Traditional life insurance premiums 11,403 11,785 Net investment income 125,398 106,068 Realized gains on investments 7,705 8,835 Other income 4,177 4,339 _____________ _____________ 159,290 139,272 BENEFITS AND EXPENSES: Universal life and annuity product benefits: Interest credited to account balances 77,040 65,414 Benefit claims incurred in excess of account balances 1,281 1,656 Traditional life insurance benefits: Death benefits 6,462 4,730 Other benefits 8,280 8,351 Increase (decrease) in future policy benefits: Life and annuity 43 797 Other contracts (161) 6 Distributions to participating policyholders 6,180 6,257 Underwriting, acquisition and insurance expenses: Commissions 43,037 25,879 General expenses 10,313 8,133 Insurance taxes 2,388 1,454 Policy acquisition costs deferred (52,221) (30,940) Amortization of deferred policy acquisition costs 12,308 11,580 _____________ _____________ 114,950 103,317 Interest expense 1,995 2,570 Other expenses 2,295 2,036 _____________ _____________ 119,240 107,923 _____________ _____________ 40,050 31,349 Consolidated Statements of Income (Unaudited): (CONTINUATION) FOR THE THREE MONTHS ENDED June 30, 1994 June 30, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands except per share data) Income taxes (credit): Current $13,067 $12,420 Deferred 1,153 (1,656) _____________ _____________ 14,220 10,764 _____________ _____________ 25,830 20,585 Equity income, net of related tax benefit of $108 in 1994 and $63 in 1993 183 122 _____________ _____________ NET INCOME 26,013 20,707 ============= ============= NET INCOME PER COMMON SHARE (average shares used: 1994 - 31,610,708; 1993 - 29,071,449): $0.82 $0.71 ============= ============= CASH DIVIDENDS PAID PER COMMON SHARE $0.12 $0.105 Consolidated Statements of Income (Unaudited): FOR THE SIX MONTHS ENDED June 30, 1994 June 30, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands) REVENUES: Universal life and annuity product charges $21,111 $16,519 Traditional life insurance premiums 23,213 23,746 Net investment income 245,299 207,604 Realized gains on investments 13,714 16,477 Other income 8,572 7,704 _____________ _____________ 311,909 272,050 BENEFITS AND EXPENSES: Universal life and annuity product benefits: Interest credited to account balances 149,877 128,542 Benefit claims incurred in excess of account balances 2,796 2,668 Traditional life insurance benefits: Death benefits 13,084 11,224 Other benefits 15,915 16,913 Increase (decrease) in future policy benefits: Life and annuity 1,178 1,096 Other contracts 44 (568) Distributions to participating policyholders 12,254 12,857 Underwriting, acquisition and insurance expenses: Commissions 73,605 51,139 General expenses 19,619 15,905 Insurance taxes 4,633 3,111 Policy acquisition costs deferred (88,650) (61,646) Amortization of deferred policy acquisition costs 23,328 17,625 _____________ _____________ 227,683 198,866 Interest expense 4,185 5,034 Other expenses 5,125 4,409 _____________ _____________ 236,993 208,309 _____________ _____________ 74,916 63,741 Consolidated Statements of Income (Unaudited): (CONTINUATION) FOR THE SIX MONTHS ENDED June 30, 1994 June 30, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands except per share data) Income taxes: Current $24,026 $19,428 Deferred 2,346 3,382 _____________ _____________ 26,372 22,810 _____________ _____________ 48,544 40,931 Equity income, net of related tax benefit of $56 in 1994 and $42 in 1993 71 82 _____________ _____________ NET INCOME 48,615 41,013 ============= ============= NET INCOME PER COMMON SHARE (average shares used: 1994 - 31,570,348; 1993 - 29,037,045): $1.54 $1.41 ============= ============= CASH DIVIDENDS PAID PER COMMON SHARE $0.225 $0.195 Consolidated Balance Sheets (Unaudited): June 30, 1994 December 31, 1993 _____________ _________________ (Dollars in thousands) ASSETS Investments: Fixed maturities: Held for investment, at amortized cost (market: 1994 - $4,860,457; 1993 - $5,407,358) $5,010,085 $5,078,226 Available for sale, at market (cost: 1994 - $790,726; 1993 - $0) 774,811 -- Equity securities, at market (cost: 1994 - $250; 1993 - $250) 83 83 Mortgage loans on real estate 436,557 346,829 Real estate, less allowances for depreciation of $4,785 in 1994 and $4,580 in 1993 19,463 20,773 Policy loans 175,833 176,849 Short-term investments 19,164 67,619 _____________ _____________ TOTAL INVESTMENTS 6,435,996 5,690,379 Cash and cash equivalents 10,915 5,190 Securities and indebtedness of related parties 9,123 11,791 Accrued investment income 100,743 92,473 Notes and other receivables 21,960 27,366 Deferred policy aquisition costs 522,431 451,180 Property and equipment, less allowances for depreciation of $5,698 in 1994 and $4,259 in 1993 7,412 7,431 Current income tax recoverable 3,499 -- Deferred income tax benefit 12,928 11,583 Intangible assets 2,689 3,346 Other assets 40,667 36,668 Separate account assets 86,367 94,028 _____________ _____________ TOTAL ASSETS $7,254,730 $6,431,435 ============= ============= Consolidated Balance Sheets (Unaudited): June 30, 1994 December 31, 1993 _____________ _________________ (Dollars in thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Policy liabilities and accruals: Future policy benefits: Traditional life insurance products $776,368 $774,356 Universal life and annuity products 5,500,551 4,803,729 Unearned revenue reserve 13,882 14,451 Other policy claims and benefits 5,106 5,765 _____________ _____________ 6,295,907 5,598,301 Other policyholders' funds: Supplementary contracts without life contingencies 11,877 11,729 Advance premiums and other deposits 859 925 Accrued dividends 12,743 13,251 _____________ _____________ 25,479 25,905 Current income taxes payable -- 2,293 Notes and loans payable: Commercial paper notes 139,000 34,000 Convertible subordinated installment notes -- 218 Long-term bonds -- 49,996 _____________ _____________ 139,000 84,214 Other liabilities 143,737 98,732 Separate account liabilities 86,367 94,028 _____________ _____________ TOTAL LIABILITIES 6,690,490 5,903,473 Stockholders' equity: Serial preferred 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 31,640,326 shares in 1994 and 31,504,586 in 1993 31,640 31,505 Additional paid-in capital 78,072 75,841 Unrealized appreciation (depreciation) on fixed maturity securities (6,480) -- Unrealized appreciation (depreciation) on marketable equity securities (167) (167) Retained earnings 463,578 422,093 Unearned compensation (deduction) (2,403) (1,310) _____________ _____________ TOTAL STOCKHOLDERS' EQUITY 564,240 527,962 _____________ _____________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,254,730 $6,431,435 ============= ============= Consolidated Statement of Cash Flows (Unaudited): FOR THE SIX MONTHS ENDED June 30, 1994 June 30, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands) OPERATING ACTIVITIES Net income $48,615 $41,013 Adjustments to reconcile net income to net cash provided by operations: Adjustments related to universal life and annuity products: Interest credited to account balances 149,877 128,542 Charges for mortality and administration (22,048) (15,286) Deferral of unearned revenues 8 1,088 Amortization of unearned revenue reserve (724) (1,362) Increase in traditional life policy liabilities and accruals 1,407 1,434 Decrease in other policyholders' funds (426) (583) Increase in accrued investment income (8,270) (8,285) Policy acquisition costs deferred (88,650) (61,646) Amortization of deferred policy acquisition costs 23,328 17,625 Change in other assets, other liabilities, and accrued income taxes 42,730 26,693 Provision for depreciation and amortization 1,764 (206) Provision for deferred income taxes 2,161 3,439 Share of (earnings) losses of related parties 161 (124) Realized gains on investments (13,714) (16,477) _____________ _____________ NET CASH PROVIDED BY OPERATING ACTIVITIES 136,219 115,865 INVESTING ACTIVITIES Sale, maturity, or repayment of investments: Fixed maturities - held for investment 189,312 489,900 Fixed maturities - available for sale 155,594 -- Mortgage loans on real estate 20,337 21,941 Real estate 527 31 Policy loans 15,589 13,139 Short-term investments - net 48,455 36,862 _____________ _____________ 429,814 561,873 Acquisition of investments: Fixed maturities - held for investment (947,452) (1,051,019) Fixed maturities - available for sale (105,343) -- Mortgage loans on real estate (109,952) (45,398) Real estate (309) (17) Policy loans (14,573) (13,141) _____________ _____________ (1,177,629) (1,109,575) Consolidated Statement of Cash Flows (Unaudited): (CONTINUATION) FOR THE SIX MONTHS ENDED June 30, 1994 June 30, 1993 _____________ _____________ (Current Year) (Preceding Year) (Dollars in thousands) INVESTING ACTIVITIES - continued Disposal of investments accounted for by the equity method $2,795 $667 Additions to investments accounted for by the equity method (1) (325) Repayments of notes receivable 1 4 Issuance of notes receivable (1,287) -- Sales of property and equipment 253 233 Purchases of property and equipment (1,402) (1,840) _____________ _____________ NET CASH USED IN INVESTING ACTIVITIES (747,456) (548,963) FINANCING ACTIVITIES Repayment of notes and loans payable (50,214) (7) Issuance (repayment) of commercial paper - net 105,000 12,176 Receipts from universal life policies and annuity contracts credited to policyholder account balances 793,180 531,368 Return of policyholder account balances on universal life policies and annuity contracts (224,187) (116,085) Issuance of stock under employee stock plans and upon debt conversion 314 466 Cash dividends paid (7,131) (5,685) _____________ _____________ NET CASH PROVIDED BY FINANCING ACTIVITIES 616,962 422,233 _____________ _____________ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,725 (10,865) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,190 6,210 _____________ _____________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $10,915 ($4,655) ============= ============= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $3,953 $4,859 Income taxes 35,458 17,720 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 and six months ended June 30, 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. NOTE 2 -- INVESTMENT OPERATIONS Effective January 1, 1994, the company adopted Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities". Pursuant to SFAS No. 115, 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. Fixed maturity securities which may be sold are designated as "available for sale". 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. Prior to the adoption of SFAS No. 115, all of the company's 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. 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. The cumulative effect of adopting SFAS No. 115 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 June 30, 1994, fixed income securities with an amortized cost of $790,726,000 and an estimated market value of $774,811,000 were designated as available for sale. Unrealized holding losses on these securities, net of adjustments to deferred policy acquisition costs, unearned revenue reserves and related deferred income taxes, decreased stockholders' equity by $6,480,000, or $0.20 per share, at June 30, 1994. At June 30, 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 June 30, 1994 Cost Gains Losses Value _____________________________________________________________________ U.S. government and (Dollars in thousands) governmental agencies and authorities: Mortgage-backed securities $303,711 $6,600 ($8,913) $301,398 Other 3,989 114 (69) 4,034 States, municipalities and political subdivisions 15,709 75 (580) 15,204 Foreign governments 10,573 917 -- 11,490 Public utilities 1,193,816 14,826 (66,248) 1,142,394 Investment grade corporate 1,500,552 54,963 (53,242) 1,502,273 Below investment grade corporate 228,041 1,458 (9,120) 220,379 Mortgage-backed securities 1,752,985 20,328 (110,474) 1,662,839 Redeemable preferred stocks 709 -- (263) 446 ___________ ___________ ___________ ___________ TOTAL HELD FOR INVESTMENT $5,010,085 $99,281 ($248,909) $4,860,457 =========== =========== =========== =========== Gross Gross Estimated Amortized Unrealized Unrealized Market December 31, 1993 Cost Gains Losses Value ______________________________________________________________________ U.S. government and (Dollars in thousands) 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 June 30, 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 June 30, 1994 Cost Gains Losses Value ______________________________________________________________________ U.S. government and (Dollars in thousands) governmental agencies and authorities: Mortgage-backed securities $19,083 $ -- ($245) $18,838 Public utilities 78,687 1,456 (6,909) 73,234 Investment grade corporate 345,742 12,302 (19,463) 338,581 Below investment grade corporate 182,605 3,204 (10,024) 175,785 Mortgage-backed securities 164,609 3,987 (223) 168,373 ___________ ___________ ___________ ___________ TOTAL AVAILABLE FOR SALE $790,726 $20,949 ($36,864) $774,811 =========== =========== =========== =========== No fixed maturity securities were designated as available for sale on December 31, 1993. Amortized cost and estimated market value of debt securities at June 30, 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. Amortized Estimated HELD FOR INVESTMENT Cost Market Value _____________________________________________________________________ (Dollars in thousands) Due in one year or less $651 $651 Due after one year through five years 39,322 40,472 Due after five years through ten years 512,495 507,091 Due after ten years 2,400,921 2,348,006 _____________ _____________ 2,953,389 2,896,220 Mortgage-backed securities 2,056,696 1,964,237 _____________ _____________ TOTAL HELD FOR INVESTMENT $5,010,085 $4,860,457 ============= ============= Amortized Estimated AVAILABLE FOR SALE Cost Market Value _____________________________________________________________________ (Dollars in thousands) Due after one year through five years $11,000 $10,968 Due after five years through ten years 108,100 106,312 Due after ten years 487,934 470,320 _____________ _____________ 607,034 587,600 Mortgage-backed securities 183,692 187,211 _____________ _____________ TOTAL AVAILABLE FOR SALE $790,726 $774,811 ============= ============= 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. Carrying value and estimated market value of mortgage-backed securities, which comprise 38.8% of the company's investment in fixed maturity securities as of June 30, 1994, are as follows: Carrying Estimated Value Market Value _____________________________ (Dollars in thousands) Mortgage-backed securities: Government and agency guaranteed pools: Pass through $179,780 $183,875 Sequential pay 142,769 136,361 Private mortgage pools 28,651 25,748 Mezzanines 40,567 38,704 CMO's and REMIC's: Sequential pay 1,493,934 1,439,160 Planned amortization class 17,596 18,000 Targeted amortization class 340,610 309,600 _____________ _____________ TOTAL MORTGAGE-BACKED SECURITIES $2,243,907 $2,151,448 ============= ============= 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. If principal repayments are slower than anticipated during periods of rising interest rates, increases in investment yield may lag behind increases in interest rates because funds will remain invested at lower historical rates rather than reinvested at higher current 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 June 30, 1994, unamortized premiums on mortgage-backed securities totalled $5,301,000 and unaccrued discounts on mortgage-backed securities totalled $61,117,000. An analysis of sales, maturities and principal repayments of the company's fixed maturities portfolio for the six months ended June 30, 1994 and 1993 is as follows: Gross Gross Proceeds Amortized Realized Realized from Cost Gains Losses Sale _______________________________________________ Six months ended June 30, 1994 - - ------------------------------ Scheduled principal repayments, calls and tenders Held for investment $181,832 $7,480 $-- $189,312 Available for sale 123,246 4,333 -- 127,579 Sales - available for sale 24,913 3,102 -- 28,015 ___________ ___________ ___________ ___________ TOTAL $329,991 $14,915 $-- $344,906 =========== =========== =========== =========== Gross Gross Proceeds Amortized Realized Realized from Cost Gains Losses Sale _______________________________________________ Six months ended June 30, 1993 - - ------------------------------ Scheduled principal repayments, calls and tenders $465,518 $22,362 $-- $487,880 Sales 1,933 87 -- 2,020 ___________ ___________ ___________ ___________ TOTAL $467,451 $22,449 $-- $489,900 =========== =========== =========== =========== No held for investment securities were sold and there were no transfers between the held for investment and available for sale portfolios during the six months ended June 30, 1994. During the six months ended June 30, 1994, the change in the net unrealized gain or loss on available for sale securities included in stockholders' equity, net of adjustments, amounted to $28,996,000 of net depreciation. At June 30, 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 the on company's financial statements at January 1, 1994. During the six months ended June 30, 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 June 30, 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 June 30, 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 June 30, 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 $11,183,000 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 $10,130,000 at June 30, 1994 for reserve credits on reinsured policies. Insurance premiums and product charges have been reduced by $3,020,000 in the first six months and $1,287,000 in the second quarter of 1994 compared to $2,726,000 and $1,264,000, respectively, in the same periods of 1993, as a result of the cession agreements. Insurance benefits and expenses have been reduced by $1,738,000 in the first six months and $1,225,000 in the second quarter of 1994 compared to $1,495,000 and $463,000, respectively, in the same periods 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 to cover such assessments and regularly reviews information regarding known failures and revises its estimate of future guaranty fund assessments accordingly. No additional amounts have been accrued during the first six months of 1994 and at June 30, 1994, the remaining reserve for insurance guaranty fund assessments, net of expected future premium tax credits, totalled $14,555,000. The company believes this reserve is sufficient to cover expected future insurance guaranty fund assessments related to known insolvencies at this time. At June 30, 1994, outstanding commitments to fund mortgage loans on real estate totalled $32,024,000. In addition, outstanding commitments to purchase mortgage-backed securities totalled $98,774,000 at June 30, 1994. 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 $745,617,000, or 13.1%, in the first six months of 1994 compared to growth of $565,258,000, or 12.7%, for the same period of 1993, as $810,410,000 of annuity and life insurance premiums were received during the period. The company manages 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 June 30, 1994, 99.7% of the company's investments, excluding policy loans, were in cash and short-term investments (0.3%) or fixed income investments which consist of governments and agency mortgage-backed securities (5.6%); investment grade corporate bonds, as determined by either Standard & Poor's Corporation ("Standard & Poor's" or "S&P") or Moody's Investors Service ("Moody's") (49.6%); conventional investment grade mortgage-backed securities (30.7%); below investment grade securities (6.5%); and mortgage loans on real estate (7.0%). 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 June 30, 1994, fixed income securities with an amortized cost of $790,726,000 and an estimated market value of $774,811,000 were designated as available for sale. Unrealized holding losses on these securities, net of adjustments to deferred policy acquisition costs, unearned revenue reserves and related deferred income taxes, decreased stockholders' equity by $6,480,000, or $0.20 per share, at June 30, 1994. At June 30, 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 $2,192,717 37.9% $2,103,629 37.3% AA+ to AA- 238,969 4.1% 231,675 4.1% A+ to A- 1,786,167 30.9% 1,770,877 31.4% BBB+ to BBB- 980,946 16.9% 956,279 17.0% BB+ to BB- 324,904 5.6% 318,270 5.6% B+ to B- 56,899 1.0% 56,899 1.0% D 5,040 0.1% 5,040 0.1% Issues not rated by S&P (by NAIC rating): Rated 1 (AAA to A-) 78,716 1.4% 77,790 1.4% Rated 2 (BBB+ to BBB-) 51,302 0.9% 47,603 0.9% Rated 3 (BB+ to BB-) 63,914 1.1% 61,871 1.1% Rated 4 (B+ to B-) 4,533 0.1% 4,809 0.1% Rated 6 (CI, D) 80 0.0% 80 0.0% Redeemable preferred stock 709 0.0% 446 0.0% ____________ _______ ____________ _______ TOTAL FIXED MATURITIES $5,784,896 100.0% $5,635,268 100.0% ============ ======= ============ ======= Carrying % of Estimated % of Value Total Market Value Total ____________ _______ ____________ _______ (Dollars in thousands) Ratings assigned by Moody's: U.S. governments, agencies & Aaa Corporates $2,151,420 37.1% $2,062,783 36.6% Aa1 to Aa3 230,724 4.0% 222,890 4.0% A1 to A3 1,825,827 31.6% 1,805,758 32.0% Baa1 to Baa3 952,718 16.5% 932,193 16.5% Ba1 to Ba3 316,057 5.5% 310,105 5.5% B1 to B3 54,425 0.9% 54,425 1.0% Ca 5,040 0.1% 5,040 0.1% Issues not rated by Moody's (by NAIC rating): Rated 1 (Aaa to A3) 125,140 2.2% 124,373 2.2% Rated 2 (Baa1 to Baa3) 54,309 0.9% 50,495 0.9% Rated 3 (Ba1 to Ba3) 63,914 1.1% 61,871 1.1% Rated 4 (B1 to B3) 4,533 0.1% 4,809 0.1% Rated 6 (Ca, C) 80 0.0% 80 0.0% Redeemable preferred stock 709 0.0% 446 0.0% ____________ _______ ____________ _______ TOTAL FIXED MATURITIES $5,784,896 100.0% $5,635,268 100.0% ============ ======= ============ ======= <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 depreciation of fixed maturity investments of $165,543,000 was comprised of gross appreciation of $120,230,000 and gross depreciation of $285,773,000. The percentage of the company's portfolio invested in below investment grade securities has remained relatively unchanged during the first six months of 1994. At June 30, 1994 the carrying value of the company's total investment in below investment grade securities consisted of investments in 82 issuers totalling $403,826,000, or 6.5% of the company's investment portfolio compared to 81 issuers totalling $361,869,000, or 6.6%, at December 31, 1993. 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. At June 30, 1994, the yield on the company's below investment grade portfolio was 9.8% compared to 8.5% for the company's investment grade corporate bond portfolio. The company estimates that the market value of its below investment grade portfolio was $396,164,000, or 98.1% of carrying value, at June 30, 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. The company analyzes its investment portfolio, including below investment grade securities, 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. Future events may occur, or additional or updated information may be received, which may necessitate future 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. At June 30, 1994, one below investment grade security was in default. 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 June 30, 1994. During the first six months of 1994, fixed maturity securities designated as held for investment with a combined amortized cost value of $181,832,000 were called or repaid by their issuers generating realized gains totalling $7,480,000. Also during the first six months of 1994, fixed maturity securities designated as available for sale with a combined amortized cost value of $123,246,000 were called or repaid generating realized gains totalling $4,333,000. In addition, one investment grade security designated as available for sale with an amortized cost of $24,913,000 was sold by the company generating a realized gain of $3,102,000. In total, pre-tax gains from sales, calls and prepayments of fixed maturity investments amounted to $14,915,000 in the first six months of 1994. At June 30, 1994, the company's fixed maturity investment portfolio had a combined yield of 8.4% compared to 8.4% at March 31, 1994 and 8.5% at December 31, 1993. Interest rates have risen in recent months and as new investment rates have begun to rise the decline in the overall yield on the company's fixed maturity investment portfolio has begun to slow. At June 30, 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 7.0% 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 $436,557,000 from $346,829,000 during the first six 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 $1,719,000. Average seasoning of the company's mortgage loan portfolio is 9.7 years if weighted by the number of loans, or 3.6 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 June 30, 1994, the yield on the company's mortgage loan portfolio was 8.7%. 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 $188 0.1% Multi-family residential 38 123,974 28.4% Industrial 114 119,694 27.4% Office buildings 31 54,010 12.4% Retail 64 125,876 28.8% Other 3 12,815 2.9% ______ ____________ _______ TOTAL 254 $436,557 100.0% ====== ============ ======= % of # of Carrying Mortgage Loans Value Portfolio _____________________________ (Dollars in thousands) Geographic Breakdown - - ------------------------- New England 2 $1,120 0.3% Middle Atlantic 26 47,582 10.9% South Atlantic 25 40,930 9.4% East North Central 68 119,709 27.4% West North Central 29 58,728 13.5% East South Central 9 17,198 3.9% West South Central 14 26,374 6.0% Mountain 12 28,642 6.6% Pacific 69 96,274 22.0% ______ ____________ _______ TOTAL 254 $436,557 100.0% ====== ============ ======= At June 30, 1994, 0.3% of the commercial mortgage portfolio, or $1,426,000, was delinquent by 90 days or more. In addition, the company holds $14,771,000 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 six 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 0.02% of the company's investments in default at June 30, 1994. The company estimates its total investment portfolio, excluding policy loans, had a market value equal to 97.6% of carrying value at June 30, 1994. Other assets Accrued investment income increased $8,270,000 primarily due to growth of the company's investment portfolio. Deferred policy acquisition costs increased $71,251,000 over year-end 1993 levels as the deferral of current period costs (primarily commissions) incurred to generate insurance and annuity sales totalled $88,650,000. Amortization of costs deferred in prior periods totalled $23,328,000. In addition, deferred acquisition costs were increased by $5,929,000 as a result of adjustments related to the valuation of fixed maturity securities designated as available for sale under SFAS No. 115. At June 30, 1994, the company had total assets of $7,254,730,000, an increase of 12.8% over total assets at December 31, 1993. Liabilities In conjunction with the volume of insurance and annuity sales, and the resulting increase in business in force, the company's liability for policy liabilities and accruals increased $697,606,000, or 12.5%, during the first six months of 1994 and totalled $6,295,907,000 at June 30, 1994. Reserves for the company's annuity policies increased $675,052,000, or 15.2%, during this period and totalled $5,115,312,000 at June 30, 1994. Life insurance reserves increased $23,782,000, or 2.1%, during the first half of 1994 and totalled $1,161,607,000 at June 30, 1994. Total consolidated debt increased $54,786,000 during the first six months of 1994 as commercial paper totalling $50,069,000 was issued to offset timing differences in investment related cash receipts and disbursements, and amounted to $139,000,000 at June 30, 1994. Other liabilities increased $45,005,000 from year-end 1993 levels due to increases in liabilities for premiums received but not yet applied, outstanding checks, securities purchased but not yet paid for and draft accounts payable related to the company's asset retention program. At June 30, 1994, the company had total liabilities of $6,690,490,000 compared to $5,903,473,000 at December 31, 1993, a 13.3% increase. Equity At June 30, 1994, stockholders' equity was $564,240,000, or $17.83 per share, compared to $527,962,000 or $16.76 per common share at year end 1993. Unrealized depreciation of available for sale fixed maturity securities reduced stockholders' equity by $6,480,000, or $0.20 per share, after adjustments to accounts such as deferred acquisition costs and deferred income taxes. The ratio of consolidated debt to total capital was 19.8% at June 30, 1994, up from 13.8% at year-end 1993 as a result of the increase in short-term borrowings. At June 30, 1994, there were 31,640,326 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 June 30, 1994 the company had $139,000,000 in commercial paper notes outstanding, an increase of $105,000,000 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 and to provide for short-term operating needs. 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 line of credit agreements 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 June 30, 1994, $123,411,000 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 few years. The company's primary sources of capital are retained earnings and the issuance of additional common stock or debt. On June 1, 1994, the company redeemed notes payable totalling $49,996,000. Operating cash flows were used to redeem these 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 $204,589,000, or 82.7%, to $451,986,000 in the second quarter and $259,378,000, or 52.1%, to $757,390,000 in the first six months of 1994. Annuity sales remained strong and increased $202,644,000, or 83.6%, to $445,137,000 in the second quarter and $256,225,000, or 52.4%, to $745,478,000 in the first six months 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 consumers continue to seek a secure return on their retirement savings. First year and single life insurance premiums increased $1,945,000, or 39.6%, to $6,850,000 in the second quarter and $3,153,000, or 36.0%, to $11,912,000 in the first six months of 1994 due to increases in sales of the company's universal life and current interest products. Revenues Total revenues increased $20,018,000, or 14.4%, to $159,290,000 in the second quarter and $39,859,000, or 14.7%, to $311,909,000 in the first six months of 1994. Universal life insurance and investment product charges increased $2,362,000, or 28.7%, to $10,607,000 in the second quarter and $4,592,000, or 27.8%, to $21,111,000 in the first six months 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 $382,000, or 3.2%, to $11,403,000 in the second quarter and $533,000, or 2.2%, to $23,213,000 in the first six months of 1994. These traditional product premium decreases primarily resulted from lower renewal premiums although new sales also declined in the second quarter of 1994 offsetting a small sales gain in the first quarter. Net investment income increased $19,328,000, or 18.2%, to $125,398,000 in the second quarter and $37,695,000, or 18.2%, or $245,299,000 in the first six months of 1994 as the increase in invested assets more than offset a decline in portfolio yield. The effective average annual yield on assets invested to support policy accounts for interest-sensitive products, including annuities, universal life-type policies and participating life policies, was 8.6% in the second quarter and first six months of 1994 compared to 9.2% in the second quarter and 9.3% in the first six months of 1993. The company's investment portfolio, excluding policy loans, had a yield to maturity of 8.3% at June 30, 1994, compared to 8.9% at June 30, 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 future new investment yields and the level of interest rates credited to policyholder account balances. During the second quarter and first six months of 1994, the company had realized gains on the sale of investments of $7,705,000 and $13,714,000, respectively, compared to gains of $8,835,000 and $16,477,000 in the same periods of 1993. The level of realized gains has decreased as calls and repayments of fixed maturity securities have slowed due to rising interest rates. Expenses Total insurance benefits and expenses increased $11,633,000, or 11.3%, to $114,950,000 in the second quarter and $28,817,000, or 14.5%, to $227,683,000 in the first six months of 1994. Interest credited to universal life and investment product account balances increased $11,626,000, or 17.8%, to $77,040,000 in the second quarter and $21,335,000, or 16.6%, to $149,877,000 in the first six months 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 5.8% for the second quarter and 5.9% for the first six months of 1994 compared to 6.6% and 6.8% in the same periods of 1993. The average annual interest rate in effect for those policies at June 30, 1994 was 5.7%, compared to 6.6% at June 30, 1993. The company's policy is to change rates credited to policy accounts as investment yields increase or 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 $1,357,000, or 21.3%, to $7,743,000 in the second quarter and $1,988,000, or 17.1%, to $15,880,000 in the first six months of 1994. Other benefits declined $71,000, or 0.9%, to $8,280,000 in the second quarter and $998,000, or 5.9%, to $15,915,000 in the first six months of 1994. These changes were offset by a corresponding change in the reserve for future policy benefits and, therefore, had a smaller impact on net income. The withdrawal ratio for the company's annuity products, as calculated by dividing aggregate surrenders and withdrawals by average aggregate account balances, was 7.9%, on an annualized basis, for the six months ended June 30, 1994 compared to 4.2% in the first six 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 withdrawal rate has been impacted by several factors. (1) The company had anticipated an increase in annuity surrenders as this block of business ages. (2) 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 6.2%. The company currently does not market annuity policies with multi-year guarantees. At June 30, 1994, policies issued with a 5 year interest guarantee represent approximately 4% ($205 million) of the company's annuity liabilities. (3) Withdrawals tend to increase in periods of rising interest rates as policyholders seek higher returns on their savings. The company's annualized lapse ratio for life insurance measured in terms of face amount and using A.M. Best's formula, was 7.4% in the first six months of 1994 compared to 7.0% in the first six months of 1993. Commissions increased $17,158,000, or 66.3%, to $43,037,000 in the second quarter and $22,466,000, or 43.9%, to $73,605,000 in the first six months of 1994. General expenses increased $2,180,000, or 26.8%, to $10,313,000 in the second quarter and $3,714,000, or 23.3%, to $19,619,152 in the first six months of 1994. Insurance taxes also increased $934,000, or 64.2%, to $2,388,000 in the second quarter and $1,522,000, or 48.9%, to $4,633,000 in the first six months of 1994. Increases in commissions and insurance taxes and a portion of the increase in general expenses are the result of the large increase in life insurance and annuity sales during these periods. Most of these increased expenses were incurred as the result of new sales and these acquisition costs have been deferred and thus had very little impact on total insurance expenses. The amortization of deferred policy acquisition costs increased by $728,000, or 6.3%, to $12,308,000 in the second quarter and $5,703,000, or 32.4%, to $23,328,000 in the first six months of 1994. Amortization of deferred acquisition costs related to operating earnings has increased 50.8% to $10,231,000 in the second quarter and 48.3% to $19,025,000 in the first six months of 1994 as the result of a 30.6% increase in the deferred policy acquisition cost asset since June 30, 1993 as costs of acquiring continued increases in sales of the company's products are deferred and amortized in later periods. Also, higher lapses and surrenders of the company's products have accelerated the amortization of deferred acquisition costs related to those products although surrender charges assessed on many of these lapses and surrenders offset much of this accelerated amortization. Amortization related to realized gains totalled $2,077,000 in the second quarter and $4,303,000 in the first six months of 1994 compared to $4,798,000 in the second quarter and first six months of 1993. 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 $4,312,000, or 23.9%, in the second quarter and $9,096,000, or 27.3%, in the first six months of 1994. Net income increased $5,306,000, or 25.6%, in the second quarter and $7,602,000, or 18.5%, in the first six months of 1994. A breakdown of income is as follows: 1994 1993 ------------------------------------------- $ Per Share $ Per Share ------------------------------------------- (Dollars in thousands, except per share data) Quarter ended June 30: Operating income $22,355 $0.70 $18,043 $0.62 Realized gains (net of tax) Gains realized on disposal of investments 5,008 0.16 5,831 0.20 Realized gains related amortization of DPAC (1,350) (0.04) (3,167) (0.11) --------- --------- --------- --------- 3,658 0.12 2,664 0.09 --------- --------- --------- --------- Net Income $26,013 $0.82 $20,707 $0.71 ========= ========= ========= ========= Six months ended June 30: Operating income $42,401 $1.34 $33,305 $1.15 Realized gains (net of tax) Gains realized on disposal of investments 9,011 0.29 10,875 0.37 Realized gains related amortization of DPAC (2,797) (0.09) (3,167) (0.11) --------- --------- --------- --------- 6,214 0.20 7,708 0.26 --------- --------- --------- --------- Net Income $48,615 $1.54 $41,013 $1.41 ========= ========= ========= ========= Average shares outstanding totaled 31,610,708 in the second quarter and 31,570,348 in the first six months of 1994 up from 29,071,449 and 29,037,045, respectively, in the same periods of 1993 reflecting the issuance of 2,300,000 shares of common stock in October 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. The insurance regulatory framework continues to be 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 presently anticipated to be considered for adoption as a model law in 1995. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of the company was held on April 28, 1994. (c)(i) Election of four directors to the company's Board of Directors with the following voting results: Against or Broker For Withheld Non-Votes __________ __________ _________ Doris M. Drury 28,272,156 14,813 0 Fred S. Hubbell 28,272,546 14,813 0 Richard S. Ingham, Jr. 28,272,019 14,813 0 Thomas N. Urban 28,272,360 14,813 0 (ii) Approval of the appointment of Ernst & Young as auditors for the company for the year 1994. Against or Broker For Withheld Absentions Non-Votes __________ __________ __________ _________ 28,248,495 7,221 31,369 0 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 8-K were filed for the quarter ended June 30, 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: August 4, 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 Six Months ended June 30, 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 -- (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 -- (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 -- INDEX Exhibits to Form 10-Q Six Months ended June 30, 1994 EQUITABLE OF IOWA COMPANIES Page Number (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 -- 21 Subsidiaries List -- 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 --