- ------------------------------------------------------------------------------ FORM 10-Q ------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1997 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 Numbers 33-31940; 33-39345; 33-57052; 333-02249 PROTECTIVE LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) TENNESSEE 63-0169720 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 2801 HIGHWAY 280 SOUTH BIRMINGHAM, ALABAMA 35223 (Address of principal executive offices and zip code) (205) 879-9230 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Number of shares of Common Stock, $1.00 par value, outstanding as of August 8, 1997: 5,000,000 shares. THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2). PROTECTIVE LIFE INSURANCE COMPANY INDEX PAGE NUMBER PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: Report of Independent Accountants.................................... Consolidated Condensed Statements of Income for the Three and Six Months ended June 30, 1997 and 1996 (unaudited).................... Consolidated Condensed Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996.................................. Consolidated Condensed Statements of Cash Flows for the Six Months ended June 30, 1997 and 1996 (unaudited)............... Notes to Consolidated Condensed Financial Statements (unaudited)..... Item 2. Management's Narrative Analysis of the Results of Operations.... PART II. OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K................................. Signature................................................................... REPORT OF INDEPENDENT ACCOUNTANTS To the Directors and Stockholder Protective Life Insurance Company Birmingham, Alabama We have reviewed the accompanying consolidated condensed balance sheet of Protective Life Insurance Company and subsidiaries as of June 30, 1997, and the related consolidated condensed statements of income for the three-month and six-month periods ended June 30, 1997 and 1996, and consolidated condensed statements of cash flows for the six-month periods ended June 30, 1997 and 1996. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated condensed financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1996, and the related consolidated statements of income, stockholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 11, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 1996, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. COOPERS & LYBRAND L.L.P. Birmingham, Alabama July 23, 1997 2 PROTECTIVE LIFE INSURANCE COMPANY CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Dollars in thousands) (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ------------------------------------------------------- 1997 1996 1997 1996 ---- ------ ---- ----- REVENUES Premiums and policy fees (net of reinsurance ceded: three months: 1997 - $71,873; 1996 - $88,232 six months: 1997 - $125,916; 1996 - $166,535) $108,493 $124,134 $228,870 $232,801 Net investment income 132,197 126,421 255,793 244,764 Realized investment gains (losses) 2,138 600 1,720 5,021 Other income 681 1,251 1,488 3,198 ---------- --------- --------- ---------- 243,509 252,406 487,871 485,784 -------- -------- -------- -------- BENEFITS AND EXPENSES Benefits and settlement expenses (net of reinsurance ceded: three months: 1997 - $24,394; 1996 - $61,030 six months: 1997 - $40,833; 1996 - $117,781) 164,451 159,533 322,153 308,761 Amortization of deferred policy acquisition costs 18,202 29,521 39,029 51,340 Other operating expenses (net of reinsurance ceded: three months: 1997 - $22,042; 1996 - $25,007 six months: 1997 - $36,616; 1996 - $42,809) 24,386 30,958 56,467 63,715 -------- -------- --------- --------- 207,039 220,012 417,649 423,816 -------- -------- -------- -------- INCOME BEFORE INCOME TAX 36,470 32,394 70,222 61,968 Income tax expense 12,884 10,539 24,455 21,153 -------- -------- -------- -------- NET INCOME $ 23,586 $ 21,855 $ 45,767 $ 40,815 ======== ======== ======== ======== SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 3 PROTECTIVE LIFE INSURANCE COMPANY CONSOLIDATED CONDENSED BALANCE SHEETS (DOLLARS IN THOUSANDS) JUNE 30 DECEMBER 31 1997 1996 -------------------- ------------- (Unaudited) ASSETS Investments: Fixed maturities $5,193,790 $4,662,997 Equity securities 24,425 35,250 Mortgage loans on real estate 1,738,242 1,503,781 Investment in real estate, net 11,939 14,172 Policy loans 195,635 166,704 Other long-term investments 24,002 29,193 Short-term investments 190,756 101,215 ----------- ----------- Total investments 7,378,789 6,513,312 Cash 321 114,384 Accrued investment income 82,098 70,541 Accounts and premiums receivable, net 36,784 43,469 Reinsurance receivables 442,758 332,614 Deferred policy acquisition costs 621,298 488,201 Property and equipment, net 37,711 35,489 Other assets 14,103 14,636 Assets held in separate accounts 746,226 550,697 ----------- ----------- TOTAL ASSETS $9,360,088 $8,163,343 ========== ========== LIABILITIES Policy liabilities and accruals $3,361,829 $2,706,002 Guaranteed investment contract deposits 2,545,193 2,474,728 Annuity deposits 1,516,256 1,331,067 Other policyholders' funds 167,479 142,221 Other liabilities 125,320 117,847 Accrued income taxes 13,388 1,854 Deferred income taxes 31,896 37,722 Indebtedness to related parties 24,769 25,014 Liabilities related to separate accounts 746,226 550,697 ----------- ----------- TOTAL LIABILITIES 8,532,356 7,387,152 ---------- ---------- COMMITMENTS AND CONTINGENT LIABILITIES - NOTE B STOCKHOLDER'S EQUITY Preferred Stock, $1.00 par value, shares authorized and issued: 2,000, liquidation preference $2,000 2 2 Common Stock, $1 par value Shares authorized and issued: 5,000,000 5,000 5,000 Additional paid-in capital 237,992 237,992 Net unrealized gains (losses) on investments (net of income tax: 1997 -$6,612; 1996 - $3,601) 12,261 6,688 Retained earnings 577,854 532,088 Note receivable from PLC Employee Stock Ownership Plan (5,377) (5,579) ------------ ------------ TOTAL STOCKHOLDER'S EQUITY 827,732 776,191 ----------- ----------- $9,360,088 $8,163,343 ========== ========== SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 4 PROTECTIVE LIFE INSURANCE COMPANY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) SIX MONTHS ENDED JUNE 30 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 45,767 $ 40,815 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred policy acquisition 39,029 51,340 Capitalization of deferred policy acquisition costs (49,674) (47,830) Depreciation expense 2,303 2,617 Deferred income tax (8,838) (11,251) Accrued income tax 6,680 5,427 Interest credited to universal life and investment products 220,542 135,915 Policy fees assessed on universal life and investment products (63,778) (53,936) Change in accrued investment income and other receivables 4,071 (67,490) Change in policy liabilities and other policyholders' funds of traditional life and health products (134,897) 109,036 Change in other liabilities (11,206) 14,124 Other (net) (1,565) (2,453) ------------- ------------ Net cash provided by operating activities 48,434 176,314 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Maturities and principal reductions of investments Investments available for sale 2,188,595 364,292 Other 58,635 35,649 Sale of investments Investments available for sale 1,012,132 550,200 Other 3,247 560,840 Cost of investments acquired Investments available for sale (3,226,556) (1,628,369) Other (202,403) (244,164) Acquisitions and bulk reinsurance assumptions (146,868) 172,726 Purchase of property and equipment (2,564) (2,184) Sale of property and equipment 597 33 -------------- -------------- Net cash used in investing activities (315,185) (190,977) ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contribution from PLC 0 78,699 Proceeds from borrowings under line of credit arrangements and debt 1,041,738 689,000 Principal payments on line of credit arrangements and debt (1,037,738) (689,000) Principal payment on surplus note to PLC (5,193) (2,538) Dividends to PLC 0 (50) Investment product deposits and change in universal life deposits 465,132 425,110 Investment product withdrawals (311,251) (479,124) ------------ ----------- Net cash provided by financing activities 152,688 22,097 ----------- ------------ INCREASE (DECREASE) IN CASH (114,063) 7,434 CASH AT BEGINNING OF PERIOD 114,384 6,198 ------------ ------------ CASH AT END OF PERIOD $ 321 $ 13,632 ============== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest on notes and mortgages payable $ (3,112) $ (2,663) Income taxes $ (26,437) $(26,566) SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Reduction of principal on note from ESOP $ 202 $ 186 Acquisitions and bulk reinsurance assumptions Assets acquired $ 941,123 $204,435 Liabilities assumed (784,709) (253,480) ------------ ----------- Net $ 156,414 $ (49,045) ============ =========== SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 5 PROTECTIVE LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements of Protective Life Insurance Company ("Protective Life") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 1997, are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. The year-end consolidated condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For further information, refer to the consolidated financial statements and notes thereto included in Protective Life's annual report on Form 10-K for the year ended December 31, 1996. Protective Life is a wholly-owned subsidiary of Protective Life Corporation ("PLC"). NOTE B - COMMITMENTS AND CONTINGENT LIABILITIES Under insurance guaranty fund laws in most states, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. Protective Life does not believe such assessments will be materially different from amounts already provided for in the financial statements. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's own financial strength. A number of civil jury verdicts have been returned against life and health insurers in the jurisdictions in which Protective Life does business involving the insurers' sales practices, alleged agent misconduct, failure to properly supervise agents, and other matters. Increasingly these lawsuits have resulted in the award of substantial judgments against the insurers that are disproportionate to the actual damages, including material amounts of punitive damages. In some states (including Alabama), juries have substantial discretion in awarding punitive damages which creates the potential for unpredictable material adverse judgments in any given punitive damages suit. Protective Life and its subsidiaries, like other life and health insurers, in the ordinary course of business, are involved in such litigation. The outcome of any such litigation cannot be predicted with certainty. In addition, in some lawsuits involving insurers' sales practices, insurers have made material settlement payments to end litigation. Pending litigation includes a class action filed in Jefferson County (Birmingham), Alabama with respect to the refund of certain cancer insurance premiums. Although the outcome of any litigation cannot be predicted with certainty, Protective Life believes that at the present time there 6 are no pending or threatened lawsuits that are reasonably likely to have a material adverse effect on the financial position, results of operations, or liquidity of Protective Life. NOTE C - STATUTORY REPORTING PRACTICES Financial statements prepared in conformity with generally accepted accounting principles (i.e., GAAP) differ in some respects from the statutory accounting practices prescribed or permitted by insurance regulatory authorities. At June 30, 1997, and for the six months then ended, Protective Life and its life insurance subsidiaries had consolidated stockholder's equity and net income prepared in conformity with statutory reporting practices of $407.5 million and $60.0 million, respectively. NOTE D - INVESTMENTS At December 31, 1993, Protective Life adopted Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." For purposes of adopting SFAS No. 115 Protective Life has classified all of its investments in fixed maturities, equity securities, and short-term investments as "available for sale." As prescribed in SFAS No. 115, these investments are recorded at their market values with the resulting net unrealized gain or loss, net of income tax and a related adjustment to deferred policy acquisition costs, recorded as a component of stockholder's equity. Protective Life's balance sheets at June 30, 1997 and December 31, 1996, prepared on the basis of reporting investments at amortized cost rather than at market values, are as follows: JUNE 30, 1997 DECEMBER 31, 1996 ------------- ----------------- (IN THOUSANDS) Total investments $7,353,618 $6,495,259 Deferred policy acquisition costs 627,596 495,965 All other assets 1,360,001 1,161,830 ---------- ---------- $9,341,215 $8,153,054 ========== ========== Deferred income taxes $ 18,157 $ 34,121 All other liabilities 8,507,587 7,349,430 ---------- ---------- 8,525,744 7,383,551 Stockholder's equity 815,471 769,503 ----------- ----------- $9,341,215 $8,153,054 ========== ========== NOTE E - ACCOUNTING POLICIES FOR DERIVATIVE FINANCIAL INSTRUMENTS Protective Life does not use derivative financial instruments for trading purposes. Combinations of futures contracts and options on treasury notes are currently being used as hedges for asset/liability management of certain investments, primarily mortgage loans on real estate, mortgage-backed securities, and liabilities arising from interest-sensitive products such as guaranteed investment contracts and annuities. Realized investment gains and losses on such contracts are deferred and amortized over the life of the hedged asset. At June 30, 1997, open 7 option contracts with a notional amount of $1,225.0 million were in a $1.0 million unrealized loss position. Additionally, Protective Life uses interest rate swap contracts to convert certain investments from a variable to a fixed rate of interest. At June 30, 1997, related open interest rate swap contracts with a notional amount of $135.3 million were in a $0.8 million unrealized loss position. NOTE F - RECENTLY ADOPTED ACCOUNTING STANDARDS In June 1996 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This statement is effective for transactions entered into after January 1, 1997. NOTE G - RECLASSIFICATIONS Certain reclassifications have been made in the previously reported financial statements and accompanying notes to make the prior year amounts comparable to those of the current year. Such reclassifications had no effect on previously reported net income, total assets, or stockholder's equity. 8 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS Protective Life Insurance Company ("Protective Life") is a wholly-owned and the principal operating subsidiary of Protective Life Corporation ("PLC"), an insurance holding company whose common stock is traded on the New York Stock Exchange. Founded in 1907, Protective Life provides financial services through the production, distribution, and administration of insurance and investment products. In accordance with General Instruction H(2)(a), Protective Life includes the following analysis with the reduced disclosure format. Protective Life has six operating divisions: Acquisitions, Dental and Consumer Benefits ("Dental"), Financial Institutions, Guaranteed Investment Contracts ("GIC"), Individual Life, and Investment Products. Protective Life also has an additional business segment which is described herein as Corporate and Other. The Dental Division (formerly known as the Group Division) recently exited from the traditional group major medical business, fulfilling the Division's strategy to focus primarily on dental and related products. Accordingly, the Division was renamed the Dental and Consumer Benefits Division. REVENUES The following table sets forth revenues by source for the period shown, and the percentage change from the prior period: SIX MONTHS PERCENTAGE ENDED INCREASE/ JUNE 30 (DECREASE) (IN THOUSANDS) 1997 1996 ---- ---- Premiums and policy fees $228,870 $232,801 (1.7)% Net investment income 255,793 244,764 4.5 Realized investment gains 1,720 5,021 (65.7) Other income 1,488 3,198 (53.5) --------- --------- $487,871 $485,784 ========= ======= Premiums and policy fees decreased $3.9 million or 1.7% in the first six months of 1997 over the first six months of 1996. The coinsurance by the Acquisitions Division of a block of policies and the acquisition of a small life insurance company in the fourth quarter of 1996, and the acquisition of West Coast Life Insurance Company ("West Coast") in the second quarter of 1997 resulted in a $6.6 million increase in premiums and policy fees. Decreases in older acquired blocks resulted in a $4.6 million decrease in premiums and policy fees. Premiums and policy fees from the Dental Division increased $6.1 million in the first six months of 1997 as compared 9 to the same period in 1996. Premiums and policy fees related to the Division's dental business increased $11.2 million in the first six months of 1997 as compared to the same period in 1996. This increase was partially offset by a decrease in premiums related to the Division's exit from the group major medical business. Premiums and policy fees from the Financial Institutions Division decreased $21.0 million in the first six months of 1997 as compared to the first six months of 1996. Decreases of $11.9 million resulted from a reinsurance arrangement begun in 1995 whereby most of the Division's new credit insurance sales are being ceded to a reinsurer. Decreases of $9.1 million relate to the normal decrease in premiums on a closed block of credit insurance policies reinsured in 1996. Increases in premiums and policy fees from the Individual Life and Investment Product Divisions were $8.0 million and $1.3 million, respectively. Net investment income in the first six months of 1997 increased by $11.0 million over the corresponding period of the preceding year, primarily due to increases in the average amount of invested assets. Invested assets have increased primarily due to receiving annuity deposits and to acquisitions. The coinsurance of a block of policies and the acquisition of a small life insurance company in the fourth quarter of 1996 and the acquisition of West Coast in the second quarter of 1997 resulted in an increase in net investment income of $8.4 million in the first six months of 1997 as compared to the same period in 1996. Protective Life generally purchases its investments with the intent to hold to maturity by purchasing investments that match future cash-flow needs. However, Protective Life may sell any of its investments to maintain approximate matching of assets and liabilities. Accordingly, Protective Life has classified its fixed maturities and certain other securities as "available for sale." The sales of investments that have occurred have resulted principally from portfolio management decisions to maintain approximate matching of assets and liabilities. Realized investment gains for the first six months of 1997 were $1.7 million as compared to $5.0 million in the corresponding period of 1996. In the 1996 first quarter, Protective Life sold $554 million of its commercial mortgage loans in a securitization transaction, resulting in a $6.1 million realized investment gain. Other income consists primarily of fees from administrative-services-only types of group accident and health insurance contracts, and from rental of space in its administrative building to PLC and affiliates. 10 INCOME BEFORE INCOME TAX The following table sets forth income or loss before income tax by business segment for the periods shown: INCOME (LOSS) BEFORE INCOME TAX SIX MONTHS ENDED JUNE 30 (IN THOUSANDS) BUSINESS SEGMENT 1997 1996 ---------------- ---- ---- Acquisitions $29,866 $26,122 Dental and Consumer Benefits 7,542 4,865 Financial Institutions 5,600 3,863 Guaranteed Investment Contracts 15,800 15,171 Individual Life 6,586 7,271 Investment Products 4,731 7,244 Corporate and Other (927) (4,379) Unallocated Realized Investment Gains (Losses) 1,024 1,811 -------- -------- $70,222 $61,968 ======= ======= Pretax earnings from the Acquisitions Division increased $3.7 million in the first six months of 1997 as compared to the same period of 1996. Earnings from the Acquisitions Division are expected to decline over time (due to the lapsing of policies resulting from deaths of insureds or terminations of coverage) unless new acquisitions are made. The Division's most recent acquisitions resulted in a $2.8 million increase in pretax earnings. In addition, the Division's mortality experience was approximately $2.1 million more favorable in the first six months of 1997 as compared to the same period last year. Dental Division pretax earnings were $2.7 million higher in the first six months of 1997 as compared to the first six months of 1996. $1.8 million of the increase was a one-time release of reserves associated with exiting the group major medical business. Lower cancer earnings partially offset improved traditional group life and health results. Dental earnings were $1.6 million (including expenses of $1.0 million to develop a new discounted fee-for-service program) in the first six months of 1997 as compared to $2.6 million in the first six months of 1996. Pretax earnings of the Financial Institutions Division were $1.7 million higher in the first six months of 1997 as compared to the same period in 1996. Included in the Division's 1997 results are earnings from the coinsurance of a block of policies in the second quarter of 1996. The GIC Division had pretax operating earnings of $15.7 million in the first six months of 1997 and $19.6 million in the corresponding period of 1996. In December, 1996, the Company sold a major portion of its bank loan participations in a securitization transaction which has subsequently reduced the Division's earnings. The decrease was partially offset by a related improvement in earnings in the Corporate and Other segment. In addition, the Division has shortened the duration of its invested assets which also reduced earnings. Realized investment gains associated with this Division in the first six months of 1997 were $0.1 million as compared to realized investment losses of $4.4 million in the same period last year. As a result, total pretax earnings were $15.8 million in the first six months of 1997 compared to $15.2 million for the same period last year. 11 The Individual Life Division had pretax operating earnings of $6.6 million in the first six months of 1997 as compared to $6.2 million in the same period of 1996. During the second quarter of 1997 the Division experienced record high mortality. After an extensive audit of second quarter claims, management concluded this experience was a random fluctuation. Furthermore, claims in July 1997 were at expected levels. This decrease was partially offset by earnings from Empire General (an insurance subsidiary which distributes products through brokerage general agencies) which improved $1.9 million in the first six months of 1997 as compared to the same period in 1996 and by reductions in expenses related to new marketing ventures. Realized investment gains, net of related amortization of deferred policy acquisition costs, associated with this Division were $1.1 million in 1996. As a result, total pretax earnings were $6.6 million in the first six months of 1997 as compared to $7.3 million in the first six months of 1996. Investment Products Division pretax operating earnings in the first six months of 1997 of $4.5 million were $0.6 million lower than the same period of 1996. The Division's 1996 results included a one-time $0.9 million addition to earnings. Realized investment gains associated with the Division, net of related amortization of deferred policy acquisition costs, were $0.2 million as compared to $2.1 million last year, resulting in total pretax earnings of $4.7 million in the first six months of 1997 as compared to $7.2 million in the same period of 1996. The Corporate and Other segment consists of several small insurance lines of business, net investment income and other operating expenses not identified with the preceding operating divisions (including interest on substantially all debt), and the operations of a small noninsurance subsidiary. Pretax losses for this segment were $3.5 million lower the first six months of 1997 as compared to the first six months of 1996. INCOME TAXES The following table sets forth the effective tax rates for the periods shown: SIX MONTHS ENDED ESTIMATED EFFECTIVE JUNE 30 INCOME TAX RATES 1996 34.1% 1997 34.8 The effective income tax rate for the full year of 1996 was 34.1%. Management's estimate of the effective income tax rate for 1997 is 34%. 12 NET INCOME The following table sets forth net income for the periods shown, and the percentage change from the prior period: NET INCOME SIX MONTHS PERCENTAGE ENDED TOTAL INCREASE/ JUNE 30 (IN THOUSANDS) (DECREASE) 1996 $40,815 7.5% 1997 45,767 12.1 Compared to the same period in 1996, net income in the first six months of 1997 increased $5.0 million, reflecting improved operating earnings in the Acquisitions, Dental, Financial Institutions, and Individual Life Divisions and the Corporate and Other segment which were offset by lower operating earnings in the Guaranteed Investment Contracts and Investment Products Divisions and lower realized investment gains (net of related amortization of deferred policy acquisition costs). RECENTLY ISSUED ACCOUNTING STANDARDS In June 1997 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." Protective Life anticipates that the impact of adopting these accounting standards will be immaterial to its financial condition 13 Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a)Exhibit 27 - Financial data schedule Exhibit 99 - Safe Harbor for Forward-Looking Statements SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PROTECTIVE LIFE INSURANCE COMPANY Date: August 14, 1997 /S/ JERRY W. DEFOOR ------------------- Jerry W. DeFoor Vice President and Controller, and Chief Accounting Officer (Duly authorized officer) 14