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 March 31, 1995 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: 31,631,869 shares of Common Stock as of April 27, 1995. 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, 1995 March 31, 1994 _______________ ________________ (Current Year) (Preceding Year) (Dollars in thousands) REVENUES: Universal life and annuity product charges $12,510 $10,504 Traditional life insurance premiums 11,295 11,810 Net investment income 148,246 119,901 Realized gains on investments 113 6,009 Other income 6,534 4,395 _______________ ________________ 178,698 152,619 BENEFITS AND EXPENSES: Universal life and investment product benefits: Interest credited to account balances 93,166 72,837 Benefit claims incurred in excess of account balances 2,040 1,515 Traditional life insurance benefits: Death benefits 7,109 6,622 Other benefits 8,133 7,635 Increase in future policy benefits: Life and annuity 2,177 1,135 Other contracts 332 205 Distributions to participating policyholders 6,242 6,074 Underwriting, acquisition and insurance expenses: Commissions 41,799 30,568 General expenses 11,071 9,306 Insurance taxes 2,799 2,245 Policy acquisition costs deferred (51,455) (36,429) Amortization of deferred policy acquisition costs 14,471 11,020 _______________ ________________ 137,884 112,733 Interest expense 2,021 2,190 Other expenses 2,119 2,830 _______________ ________________ 142,024 117,753 _______________ ________________ 36,674 34,866 Consolidated Statements of Income (Unaudited): (CONTINUATION) FOR THE THREE MONTHS ENDED March 31, 1995 March 31, 1994 _______________ ________________ (Current Year) (Preceding Year) (Dollars in thousands, except per share data) Income taxes (credit): Current $8,607 $10,959 Deferred 4,268 1,193 _______________ ________________ 12,875 12,152 _______________ ________________ 23,799 22,714 Equity loss, net of related tax benefit of $3 in 1995 and $52 in 1994 (5) (112) _______________ ________________ NET INCOME $23,794 $22,602 =============== ================ NET INCOME PER COMMON SHARE (average shares used: 1995 - 31,663,427; 1994 - 31,529,538): $0.75 $0.72 =============== ================ CASH DIVIDENDS PAID PER COMMON SHARE $0.12 $0.105 Consolidated Balance Sheets (Unaudited): March 31, 1995 December 31, 1994 _______________ _________________ (Dollars in thousands) ASSETS Investments: Fixed maturities: Held for investment, at amortized cost (market: 1995 - $5,228,261; 1994 - $5,059,090) $5,351,332 $5,393,798 Available for sale, at market (cost: 1995 - $1,208,017; 1994 - $819,083) 1,206,123 $778,486 Equity securities, at market (cost: 1995 - $23,349; 1994 - $23,351) 23,664 22,978 Mortgage loans on real estate 691,080 613,208 Real estate, less allowances for depreciation of $4,670 in 1995 and $4,659 in 1994 15,160 15,668 Policy loans 178,110 176,448 Short-term investments 25,286 50,975 _______________ _________________ TOTAL INVESTMENTS 7,490,755 7,051,561 Cash and cash equivalents 11,434 12,674 Securities and indebtedness of related parties 11,126 11,034 Accrued investment income 110,634 105,959 Notes and other receivables 22,367 23,173 Deferred policy acquisition costs 631,678 607,626 Property and equipment, less allowances for depreciation of $7,481 in 1995 and $6,795 in 1994 7,733 7,843 Current income taxes recoverable 8,601 14,491 Intangible assets 3,717 2,605 Other assets 41,720 43,664 Separate account assets 100,128 84,963 _______________ _________________ TOTAL ASSETS $8,439,893 $7,965,593 =============== ================= Consolidated Balance Sheets (Unaudited): March 31, 1995 December 31, 1994 _______________ _________________ (Dollars in thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Policy liabilities and accruals: Future policy benefits: Universal life and investment products $6,573,894 $6,237,107 Traditional life insurance products 779,172 777,100 Unearned revenue reserve 13,867 14,317 Other policy claims and benefits 8,063 7,785 _______________ _________________ 7,374,996 7,036,309 Other policyholders' funds: Supplementary contracts without life contingencies 12,591 12,224 Advance premiums and other deposits 807 790 Accrued dividends 12,699 12,761 _______________ _________________ 26,097 25,775 Deferred income taxes 5,909 1,442 Notes and loans payable: Commercial paper notes 72,200 90,450 Long-term debt 100,000 -- _______________ _________________ 172,200 90,450 Other liabilities 127,063 139,324 Separate account liabilities 100,128 84,963 _______________ _________________ TOTAL LIABILITIES 7,806,393 7,378,263 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 31,631,702 shares in 1995 and 31,677,891 in 1994 31,632 31,678 Additional paid-in capital 78,326 78,661 Unrealized depreciation on fixed maturity securities (721) (26,493) Unrealized appreciation (depreciation) on marketable equity securities 315 (373) Retained earnings 525,599 505,622 Unearned compensation (deduction) (1,651) (1,765) _______________ _________________ TOTAL STOCKHOLDERS' EQUITY 633,500 587,330 _______________ _________________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $8,439,893 $7,965,593 =============== ================= Consolidated Statement of Cash Flows (Unaudited): FOR THE THREE MONTHS ENDED March 31, 1995 March 31, 1994 _______________ ________________ (Current Year) (Preceding Year) (Dollars in thousands) OPERATING ACTIVITIES Net income $23,794 $22,602 Adjustments to reconcile net income to net cash provided by operations: Adjustments related to universal life and investment products: Interest credited to account balances 93,166 72,837 Charges for mortality and administration (13,034) (9,170) Deferral of unearned revenues (145) 14 Amortization of unearned revenue reserve (339) (358) Increase in traditional life policy liabilities and accruals 2,387 1,406 Increase (decrease) in other policyholders' funds 322 (433) Increase in accrued investment income (4,675) (1,904) Policy acquisition costs deferred (51,455) (36,429) Amortization of deferred policy acquisition costs 14,471 11,020 Change in other assets, other liabilities, and accrued income taxes (2,425) 6,592 Provision for depreciation and amortization (997) 1,077 Provision for deferred income taxes 4,281 1,026 Share of losses of related parties 7 148 Realized gains on investments (113) (6,009) _______________ ________________ NET CASH PROVIDED BY OPERATING ACTIVITIES 65,245 62,419 INVESTING ACTIVITIES Sale, maturity, or repayment of investments: Fixed maturities - held for investment 48,362 92,723 Fixed maturities - available for sale 9,898 80,405 Equity securities 225 -- Mortgage loans on real estate 8,739 8,316 Real estate 749 -- Policy loans 5,797 8,162 Short-term investments - net 25,689 57,559 _______________ ________________ 99,459 247,165 Acquisition of investments: Fixed maturities - held for investment (2,022) (483,930) Fixed maturities - available for sale (400,436) (19,151) Equity securities (226) -- Mortgage loans on real estate (86,331) (52,812) Real estate (335) (249) Policy loans (7,459) (7,161) _______________ ________________ (496,809) (563,303) Consolidated Statement of Cash Flows (Unaudited): (CONTINUATION) FOR THE THREE MONTHS ENDED March 31, 1995 March 31, 1994 _______________ ________________ (Current Year) (Preceding Year) (Dollars in thousands) INVESTING ACTIVITIES - continued Disposal of investments accounted for by the equity method $6 $2,790 Repayments of notes receivable 91 1 Issuance of notes receivable -- (1,287) Sales of property and equipment 67 184 Purchases of property and equipment (679) (715) _______________ ________________ NET CASH USED IN INVESTING ACTIVITIES (397,865) (315,165) FINANCING ACTIVITIES Issuance of long term debt 100,000 -- Repayment of long term debt -- (218) Issuance (repayment) of commercial paper - net (18,250) 33,500 Receipts from universal life policies and investment contracts credited to policyholder account balances 424,508 323,047 Return of policyholder account balances on universal life policies and investment contracts (167,853) (98,162) Issuance of stock under employee stock plans (3,208) 277 Cash dividends paid (3,817) (3,322) _______________ ________________ NET CASH PROVIDED BY FINANCING ACTIVITIES 331,380 255,122 _______________ ________________ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,240) 2,376 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 12,674 5,190 _______________ ________________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $11,434 $7,566 =============== ================ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $1,044 $1,696 Income taxes 22 8,142 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, 1995 are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. 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, 1994. NOTE 2 -- INVESTMENT OPERATIONS 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 which becomes the security's 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. Equity securities that are determined to have a decline in value that is other than temporary are written down to estimated fair value which becomes the security's new cost basis by a charge to realized losses in the company's Statement of Income. 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 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, 1995, fixed income securities with an amortized cost of $1,208,017,000 and an estimated market value of $1,206,123,000 were designated as available for sale. Unrealized losses on these securities, net of adjustments to deferred policy acquisition costs, decreased stockholders' equity by $721,000, or $0.02 per share, at March 31, 1995. At March 31, 1995 and December 31, 1994, 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, 1995 Cost Gains Losses Value ______________________________________________________________________________ (Dollars in thousands) U.S. government and governmental agencies and authorities: Mortgage-backed securities $285,496 $5,918 ($6,731) $284,683 Other 4,936 125 (42) 5,019 States, municipalities and political subdivisions 15,479 339 (103) 15,715 Foreign governments 10,573 1,137 -- 11,710 Public utilities 1,223,082 14,624 (58,218) 1,179,488 Investment grade corporate 1,594,814 55,641 (40,612) 1,609,843 Below investment grade corporate 196,864 1,721 (9,182) 189,403 Mortgage-backed securities 2,019,397 14,138 (101,569) 1,931,966 Redeemable preferred stocks 691 -- (257) 434 ___________ ___________ ___________ ___________ TOTAL HELD FOR INVESTMENT $5,351,332 $93,643 ($216,714) $5,228,261 =========== =========== =========== =========== Gross Gross Estimated Amortized Unrealized Unrealized Market December 31, 1994 Cost Gains Losses Value ______________________________________________________________________________ (Dollars in thousands) U.S. government and governmental agencies and authorities: Mortgage-backed securities $288,914 $2,971 ($13,949) $277,936 Other 3,980 66 (104) 3,942 States, municipalities and political subdivisions 15,557 -- (1,128) 14,429 Foreign governments 10,573 719 -- 11,292 Public utilities 1,231,799 7,148 (99,517) 1,139,430 Investment grade corporate 1,594,095 33,750 (80,108) 1,547,737 Below investment grade corporate 223,908 477 (19,074) 205,311 Mortgage-backed securities 2,024,281 4,389 (170,091) 1,858,579 Redeemable preferred stocks 691 -- (257) 434 ___________ ___________ ___________ ___________ TOTAL HELD FOR INVESTMENT $5,393,798 $49,520 ($384,228) $5,059,090 =========== =========== =========== =========== At March 31, 1995 and December 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, 1995 Cost Gains Losses Value ______________________________________________________________________________ (Dollars in thousands) U.S. government and governmental agencies and authorities: Mortgage-backed securities $17,321 ($147) $17,174 Other 55,627 $989 (78) 56,538 Public utilities 105,101 1,795 (4,906) 101,990 Investment grade corporate 593,653 19,985 (11,161) 602,477 Below investment grade corporate 231,137 3,271 (16,473) 217,935 Mortgage-backed securities 205,178 4,990 (159) 210,009 ___________ ___________ ___________ ___________ TOTAL AVAILABLE FOR SALE $1,208,017 $31,030 ($32,924) $1,206,123 =========== =========== =========== =========== Gross Gross Estimated Amortized Unrealized Unrealized Market December 31, 1994 Cost Gains Losses Value ______________________________________________________________________________ (Dollars in thousands) U.S. government and governmental agencies and authorities: Mortgage-backed securities $17,817 ($730) $17,087 Other 30,624 (1,178) 29,446 Public utilities 70,184 $704 (7,173) 63,715 Investment grade corporate 365,162 9,288 (19,574) 354,876 Below investment grade corporate 199,597 589 (23,417) 176,769 Mortgage-backed securities 135,699 1,926 (1,032) 136,593 ___________ ___________ ___________ ___________ TOTAL AVAILABLE FOR SALE $819,083 $12,507 ($53,104) $778,486 =========== =========== =========== =========== 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 debt securities at March 31, 1995, 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 $639 $636 Due after one year through five years 58,402 59,807 Due after five years through ten years 566,146 560,443 Due after ten years 2,421,252 2,390,726 _____________ _____________ 3,046,439 3,011,612 Mortgage-backed securities 2,304,893 2,216,649 _____________ _____________ TOTAL HELD FOR INVESTMENT $5,351,332 $5,228,261 ============= ============= Estimated Amortized Market AVAILABLE FOR SALE Cost Value ____________________________________________________________________________ (Dollars in thousands) Due after one year through five years $79,007 $79,415 Due after five years through ten years 435,338 437,606 Due after ten years 471,173 461,919 _____________ _____________ 985,518 978,940 Mortgage-backed securities 222,499 227,183 _____________ _____________ TOTAL AVAILABLE FOR SALE $1,208,017 $1,206,123 ============= ============= Carrying value and estimated market value of mortgage-backed securities, which comprise 38.6% of the company's investment in fixed maturity securities as of March 31, 1995, are as follows: Estimated Carrying Market Value Value _____________________________ (Dollars in thousands) Mortgage-backed securities: Government and agency guaranteed pools: Very accurately defined maturities $17,242 $17,193 Planned amortization class 79,561 79,282 Targeted amortization class 29,271 27,384 Sequential pay 73,099 70,717 Pass through 103,497 107,281 Private Label CMOs and REMICs: Very accurately defined maturities 30,406 30,527 Planned amortization class 25,629 25,737 Targeted amortization class 458,895 429,860 Sequential pay 1,647,019 1,592,311 Mezzanines 38,247 36,352 Private placements and subordinate issues 29,210 27,188 _____________ _____________ TOTAL MORTGAGE-BACKED SECURITIES $2,532,076 $2,443,832 ============= ============= 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 capital loss during periods of accelerated prepayments. At March 31, 1995, unamortized premiums on mortgage-backed securities totaled $4,588,000 and unaccrued discounts on mortgage-backed securities totaled $71,459,000. An analysis of sales, maturities and principal repayments of the company's fixed maturities portfolio for the three months ended March 31, 1995 and 1994 is as follows: Gross Gross Proceeds Amortized Realized Realized from Cost Gains Losses Sale _______________________________________________ Three months ended March 31, 1995 - ------------------------------- Scheduled principal repayments calls and tenders (available for sale only): Held for investment $45,916 $2,481 ($35) $48,362 Available for sale 9,904 1 (7) 9,898 ___________ ___________ ___________ ___________ TOTAL $55,820 $2,482 ($42) $58,260 =========== =========== =========== =========== Gross Gross Proceeds Amortized Realized Realized from Cost Gains Losses Sale _______________________________________________ Three months ended March 31, 1994 - ------------------------------- Scheduled principal repayments calls and tenders (available for sale only): 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 =========== =========== =========== =========== There were no transfers between the held for investment and available for sale portfolios during the three months ended March 31, 1995. During the three months ended March 31, 1995, the change in the net unrealized gain or loss on available for sale securities included in stockholders' equity, net of adjustments, amounted to $25,772,000 of net appreciation. At March 31, 1995, the company identified one below investment grade security as having an impairment in value that was other than temporary. As a result of this determination, the company recognized a pre-tax loss of $2,103,000 to reduce the carrying value of this security to its estimated fair value of $900,000. This security was sold in April 1995 at no gain or loss. 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, 1995. At March 31, 1995, the company owned equity securities with a combined book value of $23,349,000 and an estimated market value of $23,664,000, resulting in gross unrealized appreciation of $490,000 and gross unrealized depreciation of $175,000. At March 31, 1995, the company had established valuation allowances of $54,000 on one mortgage loan and $944,000 on one real estate property to reduce the carrying value of these investments to their estimated fair value, less costs to sell. The carrying value of investments which have been non-income producing for the twelve months preceding March 31, 1995 totaled $239,000 related to one real estate property. 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, 1995. NOTE 3 -- CREDIT ARRANGEMENTS In February 1995, the company issued $100 million of 8.5% notes, maturing on February 15, 2005, receiving net proceeds totaling approximately $98,826,000, after expenses. The company contributed $50 million of the proceeds to its insurance subsidiaries and applied the remaining net proceeds to the repayment of outstanding commercial paper notes. The company maintains line of credit arrangements with several banks to support its commercial paper notes payable and to provide short-term liquidity. On March 30, 1995, the company entered into a new agreement which provides for a line of credit totaling $225,000,000, expiring on March 30, 2000. NOTE 4 -- 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, 1995, the company had reinsurance treaties with 18 reinsurers, all of which are deemed to be long-duration, retroactive contracts, and has established a receivable totaling $10,885,000 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 has been increased by $9,860,000 at March 31, 1995 for reserve credits on reinsured policies. Insurance premiums and product charges have been reduced $1,834,000 in the first quarter of 1995 compared to $1,733,000 in the same period of 1994, as a result of the cession agreements. Insurance benefits and expenses have been reduced by $1,105,000 in the first quarter of 1995 compared to $513,000 in the same period of 1994. 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. The company has established a reserve to cover such assessments and regularly reviews information regarding known failures and revises its estimate of future guaranty fund assessments accordingly. During the first quarter of 1995, the company accrued and charged to expense an additional $492,000, and at March 31, 1995, the remaining reserve for insurance guaranty fund assessments, net of expected future premium tax credits, totaled $14,333,000. The company believes this reserve is sufficient to cover expected future insurance guaranty fund assessments related to known insolvencies at this time. At March 31, 1995, outstanding commitments to fund mortgage loans on real estate totaled $110,367,000. In addition, outstanding commitments to purchase mortgage-backed securities totaled $6,258,000 at March 31, 1995. 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 investment portfolio grew $456,853,000, or 6.7%, in the first three months of 1995 from $6.858 billion to $7.315 billion, as $431,872,000 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 and has established a goal of growing assets at least 20% in 1995. To support the company's annuities and life insurance products, cash flow was invested primarily in fixed income investments. At March 31, 1995, the company's investment portfolio was comprised of the following: Estimated Yield at Carrying % of Market % of Amortized Value Total Value Total Cost _______________________________________________ Investment cash and short-term investments $27,601 0.4% $27,601 0.4% 6.2% Governments and agency mortgage- backed securities 390,196 5.3% 390,839 5.4% 8.4% Conventional mortgage-backed securities 2,229,406 30.5% 2,141,975 29.8% 8.0% Investment grade corporate securities 3,523,054 48.2% 3,494,232 48.7% 8.4% Below-investment grade corporate securities 414,799 5.7% 407,338 5.7% 9.4% Mortgage loans 691,080 9.4% 684,907 9.5% 8.8% _______________________________________________ Total cash and fixed income investments 7,276,136 99.5% 7,146,892 99.5% 8.4% Equity securities 23,664 0.3% 23,664 0.3% 3.9% Real estate 15,160 0.2% 15,160 0.2% 2.6% _______________________________________________ Total investments $7,314,960 100.0% $7,185,716 100.0% 8.4% =============================================== <FN> Note: Estimated market values of publicly traded 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 (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"). Market values of mortgage loans on real estate are estimated by discounting expected cash flows, using interest rates currently being offered for similar loans. Market value of owned real estate is estimated to be equal to, or in excess of, carrying value based upon appraised values. At March 31, 1995, the ratings assigned by Standard & Poor's Corporation ("Standard & Poor's") and Moody's Investors Service ("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 $2,561,522 39.1% $2,477,131 38.5% AA+ to AA- 302,746 4.6% 296,877 4.6% A+ to A- 2,030,828 31.0% 2,021,274 31.4% BBB+ to BBB- 1,130,305 17.3% 1,116,725 17.4% BB+ to BB- 355,232 5.4% 351,121 5.5% B+ to B- 66,764 1.0% 63,982 1.0% C+ to C- 900 0.0% 900 0.0% D 4,200 0.1% 4,200 0.1% Issues not rated by S & P (by NAIC rating): Rated 1 (AAA to A-) 22,122 0.3% 21,309 0.3% Rated 2 (BBB+ to BBB-) 26,651 0.4% 26,316 0.4% Rated 3 (BB+ to BB-) 53,371 0.8% 52,147 0.8% Rated 4 (B+ to B-) 2,123 0.0% 1,968 0.0% Redeemable preferred stock 691 0.0% 434 0.0% ____________ _______ ____________ _______ TOTAL FIXED MATURITIES $6,557,455 100.0% $6,434,384 100.0% ============ ======= ============ ======= Carrying % of Estimated % of Value Total Market Value Total ____________ _______ ____________ _______ (Dollars in thousands) Ratings assigned by Moody's: U.S. governments, agencies & Aaa Corporates $2,431,651 37.1% $2,356,425 36.6% Aa1 to Aa3 394,177 6.0% 378,885 5.9% A1 to A3 2,125,665 32.4% 2,110,206 32.8% Baa1 to Baa3 1,045,443 16.0% 1,036,522 16.1% Ba1 to Ba3 379,911 5.8% 377,789 5.9% B1 to B3 71,819 1.1% 68,582 1.1% Caa1 to Caa3 900 0.0% 900 0.0% Ca 4,200 0.1% 4,200 0.1% Issues not rated by Moody's (by NAIC rating): Rated 1 (Aaa to A3) 22,122 0.3% 21,309 0.3% Rated 2 (Baa1 to Baa3) 26,651 0.4% 26,316 0.4% Rated 3 (Ba1 to Ba3) 52,102 0.8% 50,848 0.8% Rated 4 (B1 to B3) 2,123 0.0% 1,968 0.0% Redeemable preferred stock 691 0.0% 434 0.0% ____________ _______ ____________ _______ TOTAL FIXED MATURITIES $6,557,455 100.0% $6,434,384 100.0% ============ ======= ============ ======= 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, 1995, fixed income securities with an amortized cost of $1,208,017,000 and an estimated market value of $1,206,123,000 were designated as available for sale. Unrealized holding losses on these securities, net of adjustments to deferred policy acquisition costs, decreased stockholders' equity by $721,000, or $0.02 per share, at March 31, 1995. Net unrealized depreciation of fixed maturity investments of $124,965,000 was comprised of gross appreciation of $124,673,000 and gross depreciation of $249,638,000. The percentage of the company's portfolio invested in below investment grade securities has decreased slightly during the first three months of 1995. At March 31, 1995 the carrying value of the company's total investment in below investment grade securities consisted of investments in 86 issuers totaling $414,799,000, or 5.7% of the company's investment portfolio compared to 80 issuers totaling $400,677,000, or 5.9%, at December 31, 1994. 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 March 31, 1995, the yield on the company's below investment grade portfolio was 9.4% compared to 8.4% for the company's investment grade corporate bond portfolio. The company estimates that the market value of its below investment grade portfolio was $407,338,000, or 98.2% of carrying value, at March 31, 1995. 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 March 31, 1995, the Company identified one below investment grade security as having an impairment in value that was other than temporary. As a result of this determination, the Company recognized a pre-tax loss of $2,103,000 to reduce the carrying value of this security to its fair value of $900,000. This security was sold in April 1995 at no gain or loss. 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, 1995. During the first three months of 1995, fixed maturity securities designated as held for investment with a combined amortized cost value of $45,916,000 were called or repaid by their issuers generating net realized gains totaling $2,446,000. Also during the first three months of 1995, fixed maturity securities designated as available for sale with a combined amortized cost value of $9,904,000 were called, repaid or tendered generating net realized losses totaling $6,000. In total, pre-tax gains from sales, calls, repayments, tenders and writedowns of fixed maturity investments amounted to $337,000 in the first three months of 1995. The company's fixed maturity investment portfolio had a combined amortized cost yield of 8.4% at March 31, 1995 and December 31, 1994 as current market interest rates are similar to the company's portfolio rate. Mortgage loans make up approximately 9.4% of the company's investment portfolio, as compared to an industry average of 16.7%, based on information reported in the 1994 ACLI Fact Book. The company resumed active mortgage lending in 1990 to broaden its investment alternatives, and continues to increase its investment allocation in this area, due to the availability of attractive yields and loan to value ratios. As a result of this increase in lending activity, mortgages outstanding increased to $691,080,000 from $613,208,000 during the first three months of 1995. 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 305 loans with an average size of $2,266,000. Average seasoning of the company's mortgage loan portfolio is 7.2 years if weighted by the number of loans, or 2.4 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, 1995, 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 $160 0.0% Multi-family residential 51 161,893 23.4% Industrial 120 171,183 24.8% Office buildings 43 114,326 16.6% Retail 84 230,825 33.4% Other 3 12,693 1.8% ______ ____________ _________ TOTAL 305 $691,080 100.0% ====== ============ ========= % of # of Carrying Mortgage Loans Value Portfolio _______________________________ (Dollars in thousands) Geographic Breakdown - ------------------------------ New England 1 $240 0.0% Middle Atlantic 32 98,237 14.2% South Atlantic 38 82,719 12.0% East North Central 75 187,650 27.1% West North Central 38 94,023 13.6% East South Central 9 21,182 3.1% West South Central 15 28,812 4.2% Mountain 21 49,812 7.2% Pacific 76 128,405 18.6% ______ ____________ _________ TOTAL 305 $691,080 100.0% ====== ============ ========= At March 31, 1995, no mortgage loans were delinquent by 90 days or more. The company does not expect to incur material losses from its mortgage loan portfolio since mortgage loans represent less than 10% of the company's investment portfolio and the company has been able to recover 98% of the principal amount of problem mortgages that have been resolved in the last three years. At March 31, 1995, the company owned real estate totaling $15,160,000, including properties acquired through foreclosure valued at $11,274,000. The valuation allowance, established in 1994, or one of the company's real estate properties totaled $944,000 at March 31, 1995. 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, 1995. The company estimates its total investment portfolio, excluding policy loans, had a market value equal to 98.2% of carrying value at March 31, 1995. Other assets Accrued investment income increased $4,675,000 primarily due to an increase in new fixed income investments and in the overall size of the portfolio. Deferred policy acquisition costs increased $24,052,000 over year-end 1994 levels as the deferral of current period costs (primarily commissions) incurred to generate insurance and annuity sales totaled $51,455,000. Amortization of costs deferred totaled $14,471,000. In addition, the change in the adjustment to deferred acquisition costs related to the valuation of fixed maturity securities designated as available for sale under SFAS No. 115 reduced deferred acquisition costs by $12,932,000 during the first quarter of 1995. At March 31, 1995, the company had total assets of $8,439,893,000, an increase of 6.0% over total assets at December 31, 1994. 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 $338,687,000, or 4.8%, during the first three months of 1995 and totaled $7,374,996,000 at March 31, 1995. Reserves for the company's annuity policies increased $320,619,000, or 5.5%, during this period and totaled $6,147,583,000 at March 31, 1995. Life insurance reserves increased $18,240,000, or 1.5%, during the first three months of 1995 and totaled $1,205,483,000 at March 31, 1995. The company incorporates a number of features in its annuity products designed to reduce the early withdrawal or surrender of the policies and to partially compensate the company for its costs if policies are withdrawn early. Surrender charge periods on annuity policies currently range from five years to the term of the policy, with 99.6% of such policies being issued with a surrender charge period of seven years or more during the first three months of 1995. The initial surrender charge on annuity policies ranges from 5% to 20% of the premium and decreases over the surrender charge period. The following table summarizes the company's deferred annuity liabilities and sales at and for the three months ended March 31, 1995 by surrender charge range category. Notwithstanding policy features, the withdrawal rates of policyholder funds may be affected to some degree by changes in interest rates. Deferred Deferred Annuity % of Annuity % of Surrender Charge % Sales Total Liabilities Total ___________________________________________________________________ (Dollars in thousands) No surrender charge $484,569 8.3% 1 to 4 percent 809,544 13.9% 5 to 6 percent $1,433 0.4% 682,925 11.7% 7 to 9 percent 319,307 85.5% 2,762,410 47.6% 10 percent and greater 52,547 14.1% 1,075,514 18.5% _________________________________________ $373,286 100.0% $5,814,962 100.0% ========================================= Total consolidated debt increased $81,750,000 during the first three months of 1995 as the company issued $100 million of 8.5% notes in February 1995. Commercial paper, issued to offset timing differences in investment related cash receipts and disbursements and to provide for short-term operating needs, amounted to $72,200,000 at March 31, 1995. Other liabilities decreased $12,261,000 from year-end 1994 levels as a result of a decrease in the liability for securities purchased but not yet paid for, partially offset by increases in liabilities for outstanding checks and liabilities for premiums received but not yet applied. At March 31, 1995, the company had total liabilities of $7,806,393,000 compared to $7,378,263,000 at December 31, 1994, a 5.8% increase. Equity At March 31, 1995, stockholders' equity was $633,500,000, or $20.03 per share, compared to $587,333,000 or $18.54 per common share at year end 1994. Unrealized depreciation of available for sale fixed maturity securities reduced stockholders' equity by $721,000, or $0.02 per share, after adjustments to deferred acquisition costs. The ratio of consolidated debt to total capital was 21.4% at March 31, 1995, up from 13.3% at year-end 1994 as a result of the increase in long-term borrowings. At March 31, 1995, there were 31,631,702 common shares outstanding compared to 31,677,891 shares at December 31, 1994. 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, 1995 the company had $72,200,000 in commercial paper notes outstanding, a decrease of $18,250,000 from December 31, 1994. The company issues commercial paper 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 a line of credit agreement with several banks. On March 30, 1995, the company entered into a new agreement which provides for a line of credit totaling $225,000,000, expiring on March 30, 2000. 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 $63,906,000 during the remainder of 1995. 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 agreement totaling $225,000,000 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 Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", 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) $490,000,000, plus (ii) 50% of consolidated net income from January 1, 1995 to the end of the most recent quarter, plus (iii) net proceeds from the issuance of stock from January 1, 1995 to the end of the most recent quarter. At March 31, 1995, $128,607,000 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. In October 1993 the company completed a primary stock offering of 2,300,000 shares to the public and received net proceeds of approximately $76,264,000. The company contributed $70,000,000 of the proceeds to its insurance subsidiaries. In February 1995, the company issued $100 million of 8.5% notes, maturing on February 15, 2005, receiving net proceeds totaling approximately $98,826,000, after expenses. The company contributed $50 million of the proceeds to its insurance subsidiaries and applied the remaining net proceeds to the repayment of outstanding commercial paper notes. Over time, further growth in the company's insurance operations may require additional equity capital although the company believes it now has sufficient 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. 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 $92,040,000, or 30.1%, to $397,444,000 in the first three months of 1995. Annuity sales remained strong and increased $86,573,000, or 28.8%, to $386,915,000 in the first three months of 1995. The company believes that the growth in its agents, its commitment to customer service, the quality of its investment portfolio, competitive pricing and its overall financial strength continue to attract consumers to its annuity products as consumers seek a secure return on their retirement savings. Insurance agents are attracted to sell the company's products by the same factors, as well as a diversified product portfolio, competitive commissions, rapid policy issuance and weekly commission payments. First year and single life insurance premiums increased $5,467,000, or 108.0%, to $10,529,000 in the first three months of 1995 due to increases in sales of the company's universal life and current interest products. Revenues Total revenues increased $26,079,000, or 17.1%, to $178,698,000 in the first three months of 1995. Universal life insurance and annuity product charges increased $2,006,000, or 19.1%, to $12,510,000 in the first three months of 1995, as increased withdrawals from the company's annuity products generated higher surrender charge revenues. In addition to increased withdrawal levels, withdrawals and surrenders of the company's annuity products which contain a "market value adjustment" feature generate greater surrender charge income as interest rates increase. Surrender charge income, which allows the company to recover a portion of the expenses incurred to generate policy sales, was offset by greater amortization of deferred policy acquisition costs. Premiums from traditional life insurance products decreased $515,000, or 4.4%, to $11,295,000 in the first three months of 1995. These traditional life insurance product premium decreases resulted from lower renewal premiums although premiums from new sales increased slightly. Net investment income increased $28,345,000, or 23.6%, to $148,246,000 in the first three months of 1995 due to the increase in invested assets. During the first three months of 1995, the company had realized gains on the sale of investments of $113,000, compared to gains of $6,009,000 in the same period of 1994. The level of realized gains has decreased as calls and repayments of fixed maturity securities have slowed as current market interest rates are similar to the company's portfolio rate. Expenses Total insurance benefits and expenses increased $25,151,000, or 22.3%, to $137,884,000 in the first three months of 1995. Interest credited to universal life and investment product account balances increased $20,329,000, or 27.9%, to $93,166,000 in the first three months of 1995 as a result of higher account balances associated with those products. The company's policy is to change rates credited to inforce policy accounts as the company's investment portfolio yield changes. Most of the company's interest sensitive products, including annuities, universal life-type policies and participating policies, allow for interest rate adjustments at least annually. The following tables summarize the effective average annual yield on assets invested to support policy accounts for interest- sensitive products, the average annual interest rate credited to those products and the interest rate spread at and for the three months ended March 31, 1994 and 1995. Three months ended March 31 Yield on Credited Interest Assets Rate Rate Spread ________ _________ ___________ 1995 8.6% 5.8% 2.8% 1994 8.7% 6.0% 2.7% At March 31 Yield on Credited Interest Assets Rate Rate Spread ________ _________ ___________ 1995 8.6% 5.8% 2.8% 1994 8.6% 5.9% 2.7% Death benefits on traditional life products and benefit claims incurred in excess of account balances increased $1,012,000, or 12.4%, to $9,149,000 in the first three months of 1995. Other benefits increased $498,000, or 6.5%, to $8,133,000 in the first three months of 1995. 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 beginning of period account balances, was 9.3%, on an annualized basis, for the three months ended March 31, 1995 compared to 6.3% in the first three months of 1994. 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. Withdrawal rates have been impacted by several factors. (1) The company had anticipated an increase in withdrawals as its annuity liabilities age. (2) A block of annuity policies sold in 1988 and 1989 primarily by stockbrokers contained a five-year surrender charge and a portion also contained a five-year interest guarantee. The company planned for, and has experienced, higher surrenders related to this block of business. Excluding surrenders of the five-year guarantee business, the company's annuity withdrawal ratio would have been 8.8% in the first three months of 1995 compared to 7.6% during all of 1994. Excluding the total block of business, the company's annuity withdrawal ratio would have been 7.4% in the first three months of 1995 compared to 6.1% during all of 1994. The company has not actively solicited fixed annuity sales through stockbrokers since 1989, although it may in the future. At March 31, 1995, policies issued with a 5 year interest guarantee represent approximately 2.5% ($144 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 7.8% in the first three months of 1995 compared to 7.1% in the first three months of 1994. Commissions increased $11,231,000, or 36.7%, to $41,799,000 in the first three months of 1995. General expenses increased $1,765,000, or 19.0%, to $11,071,000 in the first three months of 1995. Insurance taxes also increased $554,000, or 24.7%, to $2,799,000 in the first three months of 1995. Increases in commissions and insurance taxes are directly related to life insurance and annuity sales during these periods. General expenses grew more slowly as they relate more directly to policyholder base and total assets. Most costs incurred as the result of new sales and have been deferred, thus having very little impact on total insurance expenses. The amortization of deferred policy acquisition costs increased by $3,451,000, or 31.3%, to $14,471,000 in the first three months of 1995. Amortization of deferred acquisition costs related to operating earnings increased $5,677,000 or 64.6%, to $14,471,000 in the first three months of 1995 as the result of a 33.5% increase in the deferred policy acquisition cost asset since March 31, 1994 as costs of generating sales of the company's products are deferred and amortized in later periods. Also, higher withdrawals and surrenders of certain of the company's products have accelerated the amortization of deferred acquisition costs related to those products although surrender charges assessed on certain withdrawals offset some of this accelerated amortization. There was no amortization related to realized gains in the first three months of 1995 compared to $2,226,000 in the first three months of 1994 due to the decrease in total realized gains. Income Operating income (income excluding realized gains and losses, mortgage backed securities prepayment gains and related amortization of deferred policy acquisition costs, net of related income taxes) increased $3,341,000, or 16.7%, in the first three months of 1995. Net income increased $1,192,000 or 5.3%, in the first three months of 1995. A breakdown of income is as follows: 1995 1994 -------------------- -------------------- $ Per Share $ Per Share --------- --------- --------- --------- (Dollars in thousands, except per share data) Three months ended March 31: Operating income $23,387 $0.74 $20,046 $0.64 Realized gains (net of tax) Gains realized on disposal of investments 73 -- 4,003 0.13 Mortgage backed securities prepayment gains 334 0.01 -- -- Realized gains related amortization of DPAC -- -- (1,447) (0.05) --------- --------- --------- --------- 407 0.01 2,556 0.08 --------- --------- --------- --------- Net income $23,794 $0.75 $22,602 $0.72 ========= ========= ========= ========= Average shares outstanding totaled 31,663,427 in the first three months of 1995 up from 31,529,538 in the same period of 1994. 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, market conduct, 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. The NAIC, in conjunction with state regulators, has been reviewing existing insurance laws and regulations. A committee of the NAIC is developing proposals to govern insurance company investments and holding company investments in subsidiaries and affiliates presently anticipated to be considered for adoption as model laws in 1995. While the specific provisions of such model laws 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. A task force of the NAIC is currently undertaking a project to codify a comprehensive set of statutory insurance accounting rules and regulations. This project is not expected to be completed until at least 1996 and specific recommendations have not been published. The company is monitoring and, through an industry trade association, actively participating in this process, but the potential impact of any changes in insurance accounting standards is not yet known. In addition, the NAIC has adopted Guideline XXXIII (formerly known as Guideline GGG) effective December 31, 1995 which will require the company to increase annuity reserves in its statutory financial statements by approximately $25 to $50 million. The guideline allows this increase to be phased in over a three year period if approved by the insurance department in the state of domicile. The guideline would have no effect on financial statements prepared in accordance with GAAP. Recent concerns regarding the market conduct in the insurance industry have resulted in increased scrutiny by insurance regulators and the insurance industry itself of sales and marketing activities. The company has conducted a thorough review of its sales and marketing process and has re- emphasized its compliance efforts. Legislative and regulatory initiatives under discussion in Congress regarding changes in the regulation of banks and other financial services businesses and restructuring of the federal income tax system could, if adopted and depending on the form they take, have an adverse impact on the company by altering the competitive environment for its products. The outcome and timing of any such changes cannot be anticipated at this time, but the company will continue to monitor developments in order to respond to any opportunities or increased competition that may occur. 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 27 Financial Data Schedule (electronic filing only) (b) The following reports on Form 8-K were filed during the quarter ended March 31, 1995: (i) Form 8-K filed February 15, 1995 with respect to the Underwriting Agreement, Form of Global Security and Computation of Earnings to Fixed Charges filed as exhibits to Registrant's Registration Statement on Form S-3, Registration No. 33-57343 filed January 18, 1995, as amended. (ii) Form 8-K filed February 9, 1995 with respect to the Press Release of the Registrant announcing the financial results of the Registrant for year ended December 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 1, 1995 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, 1995 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 Three Months ended March 31, 1995 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 (electronic filing only) -- 99 Additional Exhibits Independence Policy filed as an Exhibit to Form 8-K dated November 11, 1991, is incorporated by reference --