- ------------------------------------------------------------------------------ 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, 1998 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 7, 1998: 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 PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: Report of Independent Accountants.................................... Consolidated Condensed Statements of Income for the Three and Six Months Months ended June 30, 1998 and 1997 (unaudited).................... Consolidated Condensed Balance Sheets as of June 30, 1998 (unaudited) and December 31, 1997.................................. Consolidated Condensed Statements of Cash Flows for the Six Months ended June 30, 1998 and 1997 (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, 1998, and the related consolidated condensed statements of income for the three-month and six-month periods ended June 30, 1998 and 1997, and consolidated condensed statements of cash flows for the six-month periods ended June 30, 1998 and 1997. 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, 1997, 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, 1998, 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, 1997, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. PricewaterhouseCoopers LLP Birmingham, Alabama July 28, 1998, except for Note H as to which the date is August 7, 1998 2 PROTECTIVE LIFE INSURANCE COMPANY CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Dollars in thousands) (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 --------------------------------------------------------- 1998 1997 1998 1997 ---- ----- ---- ---- REVENUES Premiums and policy fees (net of reinsurance ceded: three months: 1998 - $109,703; 1997 - $71,873 six months: 1998 - $209,331; 1997 - $125,916) $142,388 $108,493 $279,255 $228,870 Net investment income 144,929 132,197 294,170 255,793 Realized investment gains (losses) 1,038 2,138 1,049 1,720 Other income 5,697 681 9,537 1,488 --------- ---------- --------- --------- 294,052 243,509 584,011 487,871 -------- -------- -------- -------- BENEFITS AND EXPENSES Benefits and settlement expenses (net of reinsurance ceded: three months: 1998 - $82,964; 1997 - $24,394 six months: 1998 - $126,727; 1997 - $40,833) 179,199 164,451 359,589 322,153 Amortization of deferred policy acquisition costs 33,431 18,202 58,258 39,029 Other operating expenses (net of reinsurance ceded: three months: 1998 - $34,239; 1997 - $22,042 six months: 1998 - $65,948; 1997 - $36,616) 34,840 24,386 77,595 56,467 --------- --------- --------- --------- 247,470 207,039 495,442 417,649 --------- -------- -------- -------- INCOME BEFORE INCOME TAX 46,582 36,470 88,569 70,222 Income tax expense 16,781 12,884 32,025 24,455 --------- -------- -------- --------- NET INCOME $ 29,801 $ 23,586 $ 56,544 $ 45,767 ======== ======== ======== ======== SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 3 PROTECTIVE LIFE INSURANCE COMPANY CONSOLIDATED CONDENSED BALANCE SHEETS (DOLLARS IN THOUSANDS) JUNE 30 DECEMBER 31 1998 1997 --------------------- ------------- (Unaudited) ASSETS Investments: Fixed maturities $ 6,373,075 $ 6,348,252 Equity securities 13,131 15,006 Mortgage loans on real estate 1,484,775 1,313,478 Investment in real estate, net 11,063 13,469 Policy loans 190,491 194,109 Other long-term investments 58,820 54,704 Short-term investments 59,652 54,337 ------------- -------------- Total investments 8,191,007 7,993,355 Cash 39,197 Accrued investment income 96,250 94,095 Accounts and premiums receivable, net 32,030 42,255 Reinsurance receivables 614,608 591,457 Deferred policy acquisition costs 675,495 632,605 Property and equipment, net 35,852 36,407 Other assets 34,026 14,445 Assets held in separate accounts 1,201,399 931,465 ------------ ------------- $10,880,667 $10,375,281 LIABILITIES Policy liabilities and accruals $ 3,917,824 $ 3,720,990 Guaranteed investment contract deposits 2,653,241 2,684,676 Annuity deposits 1,550,783 1,511,553 Other policyholders' funds 189,506 183,324 Other liabilities 203,199 246,081 Accrued income taxes (2,122) 941 Deferred income taxes 32,864 49,417 Indebtedness to related parties 57,417 28,055 Liabilities related to separate accounts 1,201,399 931,465 ------------ ------------ 9,804,111 9,356,502 ------------ ----------- 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 327,992 327,992 Note receivable from PLC Employee Stock Ownership Plan (5,199) (5,378) Retained earnings 685,930 629,436 Accumulated other comprehensive income Net unrealized gains on investments (net of income tax: 1998 -$33,832; 1997 - $33,238) 62,831 61,727 -------------- ------------- 1,076,556 1,018,779 -------------- ------------- $10,880,667 $10,375,281 ============== ============= 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 1998 1997 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 56,544 $ 45,767 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred policy acquisition costs 58,258 39,029 Capitalization of deferred policy acquisition costs (103,964) (49,674) Depreciation expense 3,838 2,303 Deferred income tax (18,487) (8,838) Accrued income tax (3,063) 6,680 Interest credited to universal life and investment products 166,829 220,542 Policy fees assessed on universal life and investment products (67,322) (63,778) Change in accrued investment income and other receivables (15,080) 4,071 Change in policy liabilities and other policyholders' funds of traditional life and health products 332,756 (134,897) Change in other liabilities (42,882) (11,206) Other (net) (24,298) (1,565) -------------- -------------- Net cash provided by operating activities 343,129 48,434 ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES Maturities and principal reductions of investments Investments available for sale 4,900,696 2,188,595 Other 94,343 58,635 Sale of investments Investments available for sale 306,944 1,012,132 Other 124,129 3,247 Cost of investments acquired Investments available for sale (5,352,186) (3,226,556) Other (264,455) (202,403) Acquisition and bulk reinsurance assumptions 0 (146,868) Purchase of property and equipment (4,294) (2,564) Sale of property and equipment 15 597 ---------------- -------------- Net cash used in investing activities (194,808) (315,185) ------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings under line of credit arrangements and debt 339,500 1,041,738 Principal payments on line of credit arrangements and debt (304,500) (1,037,738) Dividend to PLC (50) 0 Principal payment on surplus note to PLC 0 (5,193) Investment product deposits and change in universal life deposits 459,471 465,132 Investment product withdrawals (681,939) (311,251) ------------- ------------- Net cash provided by (used in) financing activities (187,518) 152,688 ------------- ------------- INCREASE (DECREASE) IN CASH (39,197) (114,063) CASH AT BEGINNING OF PERIOD 39,197 114,384 -------------- ------------- CASH AT END OF PERIOD $ 0 $ 321 ================ ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest on notes and mortgages payable $ 1,527 $ 3,112 Income taxes $ 42,298 $ 26,437 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Reduction of principal on note from ESOP $ 202 Acquisitions and bulk reinsurance assumptions Assets acquired $ 941,123 Liabilities assumed (784,709) ------------ Net $ 156,414 ============ 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, 1998, are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. 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, 1997. 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 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 addition, in some class action and other lawsuits involving insurers' sales practices, insurers have made material settlement payments. 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 insurers, in the ordinary course of business, are involved in such litigation. Although the outcome of any such litigation cannot be predicted with certainty, Protective Life believes that at the present time there 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. 6 NOTE C - OPERATING SEGMENTS The following table sets forth operating segment income and assets for the periods shown. Adjustments represent the inclusion of unallocated realized investment gains (losses) and the recognition of income tax expense. There are no asset adjustments. OPERATING SEGMENT INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1998 (IN THOUSANDS) SPECIALTY INSURANCE LIFE INSURANCE PRODUCTS DENTAL AND INDIVIDUAL CONSUMER FINANCIAL ACQUISITIONS LIFE WEST COAST BENEFITS INSTITUTIONS Premiums and policy fees $ 48,249 $66,945 $13,052 $83,659 $58,323 Net investment income 52,176 27,005 31,142 7,355 11,520 Realized investment gains (losses) Other income 1,600 103 1,440 4,982 ---------- --------- ---------- -------- -------- Total revenues 102,025 94,053 44,194 92,454 74,825 -------- -------- ------- ------- ------- Benefits and settlement expenses 56,892 54,273 29,238 59,858 27,385 Amortization of deferred policy acquisition costs 9,638 15,194 2,188 5,486 16,181 Other operating expenses 10,754 8,801 2,815 22,778 22,550 --------- --------- -------- ------- ------- Total benefits and expenses 77,284 78,268 34,241 88,122 66,116 --------- -------- ------- ------- ------- Income before tax 24,741 15,785 9,953 4,332 8,709 RETIREMENT SAVINGS AND INVESTMENT PRODUCTS GUARANTEED CORPORATE INVESTMENT INVESTMENT AND TOTAL CONTRACTS PRODUCTS OTHER ADJUSTMENTS CONSOLIDATED Premiums and policy fees $ 8,899 $ 128 $279,255 Net investment income $107,142 52,490 5,340 294,170 Realized investment gains (losses) (59) 678 $ 430 1,049 Other income 424 988 9,537 ------------ --------- ------- ---------- --------- Total revenues 107,083 62,491 6,456 430 584,011 -------- ------- ------ -------- -------- Benefits and settlement expenses 89,959 41,772 212 359,589 Amortization of deferred acquisition costs 363 9,208 58,258 Other operating expenses 987 6,946 1,964 77,595 ---------- -------- ------ --------- Total benefits and expenses 91,309 57,926 2,176 495,442 --------- ------- ------ -------- Income before tax 15,774 4,565 4,280 88,569 Income tax expense 32,025 32,025 --------- Net income $ 56,544 ======== 7 OPERATING SEGMENT INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1997 (IN THOUSANDS) SPECIALTY INSURANCE LIFE INSURANCE PRODUCTS DENTAL AND INDIVIDUAL CONSUMER FINANCIAL ACQUISITIONS LIFE WEST COAST BENEFITS INSTITUTIONS Premiums and policy fees $ 52,914 $64,965 $2,238 $85,481 $18,057 Net investment income 55,750 23,577 4,534 8,180 6,260 Realized investment gains (losses) Other income 10 (1) 643 18 ----------- ---------- --------- --------- --------- Total revenues 108,674 88,541 6,772 94,304 24,335 -------- ------- ------ -------- ------- Benefits and settlement expenses 60,022 60,055 3,355 63,832 7,667 Amortization of deferred policy acquisition costs 8,532 12,558 1,200 3,145 6,536 Other operating expense 11,344 9,342 1,127 19,785 4,532 -------- -------- ------ ------- -------- Total benefits and expenses 79,898 81,955 5,682 86,762 18,735 -------- ------- ------ ------- -------- Income before income tax 28,776 6,586 1,090 7,542 5,600 RETIREMENT SAVINGS AND INVESTMENT PRODUCTS GUARANTEED CORPORATE INVESTMENT INVESTMENT AND TOTAL CONTRACTS PRODUCTS OTHER ADJUSTMENTS CONSOLIDATED Premiums and policy fees $ 5,087 $ 128 $228,870 Net investment income $104,425 51,557 1,510 255,793 Realized investment gains (losses) 107 589 $1,024 1,720 Other (116) 934 1,488 ------------ -------- ------- --------- --------- Total revenues 104,532 57,117 2,572 1,024 487,871 -------- ------- ------ ------ -------- Benefits and settlement expenses 86,678 40,275 269 322,153 Amortization of deferred policy acquisition costs 273 6,785 39,029 Other operating expenses 1,781 5,326 3,230 56,467 --------- -------- ------ --------- Total benefits and expenses 88,732 52,386 3,499 417,649 -------- ------- ------ -------- Income before tax 15,800 4,731 (927) 70,222 Income tax expense 24,455 24,455 --------- Net income $ 45,767 ======== 8 OPERATING SEGMENT ASSETS JUNE 30, 1998 (IN THOUSANDS) SPECIALTY INSURANCE LIFE INSURANCE PRODUCTS DENTAL AND INDIVIDUAL CONSUMER FINANCIAL ACQUISITIONS LIFE WEST COAST BENEFITS INSTITUTIONS Investments and other assets $1,260,337 $1,015,099 $ 972,470 $198,643 $640,983 Deferred policy acquisition costs 128,529 273,252 129,000 24,973 55,675 ----------- ----------- ---------- --------- --------- Total assets $1,388,866 $1,288,351 $1,101,470 $223,616 $696,658 ========== ========== ========== ======== ======== RETIREMENT SAVINGS AND INVESTMENT PRODUCTS GUARANTEED CORPORATE INVESTMENT INVESTMENT AND TOTAL CONTRACTS PRODUCTS OTHER CONSOLIDATED Investments and other assets $2,851,616 $2,663,869 $602,155 $10,205,172 Deferred policy acquisition costs 1,624 62,432 10 675,495 ------------- ------------ ----------- ------------- Total assets $2,853,240 $2,726,301 $602,165 $10,880,667 ========== ========== ======== =========== OPERATING SEGMENT ASSETS DECEMBER 31, 1997 (IN THOUSANDS) SPECIALTY INSURANCE LIFE INSURANCE PRODUCTS DENTAL AND INDIVIDUAL CONSUMER FINANCIAL ACQUISITIONS LIFE WEST COAST BENEFITS INSTITUTIONS Investments and other assets $1,401,294 $ 960,316 $ 910,030 $208,071 $536,058 Deferred policy acquisition costs 138,052 252,321 108,126 22,459 52,836 ----------- ----------- ----------- --------- --------- Total assets $1,539,346 $1,212,637 $1,018,156 $230,530 $588,894 ========== ========== ========== ======== ======== RETIREMENT SAVINGS AND INVESTMENT PRODUCTS GUARANTEED CORPORATE INVESTMENT INVESTMENT AND TOTAL CONTRACTS PRODUCTS OTHER CONSOLIDATED Investments and other assets $2,887,732 $2,313,279 $525,896 $ 9,742,676 Deferred policy acquisition costs 1,785 56,074 952 632,605 ------------- ------------ ---------- ------------- Total assets $2,889,517 $2,369,353 $526,848 $10,375,281 ========== ========== ======== =========== 9 NOTE D - 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, 1998, 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 $618.3 million and $46.2 million, respectively. NOTE E - INVESTMENTS As prescribed by Statement of Financial Accounting Standards ("SFAS") No. 115, certain investments are recorded at their market values with the resulting net unrealized gains and losses reduced by a related adjustment to deferred policy acquisition costs, net of income tax, recorded as a component of stockholder's equity. The market values of fixed maturities increase or decrease as interest rates fall or rise. Therefore, although the adoption of SFAS No. 115 does not affect Protective Life's operations, its reported stockholder's equity will fluctuate significantly as interest rates change. Protective Life's balance sheets at June 30, 1998 and December 31, 1997, prepared on the basis of reporting investments at amortized cost rather than at market values, are as follows: JUNE 30, 1998 DECEMBER 31, 1997 ------------- ----------------- (IN THOUSANDS) Total investments $ 8,070,023 $ 7,876,952 Deferred policy acquisition costs 699,816 654,043 All other assets 2,014,165 1,749,321 ------------ ------------ $10,784,004 $10,280,316 =========== =========== Deferred income taxes $ (968) $ 16,179 All other liabilities 9,771,247 9,307,085 ------------ ------------ 9,770,279 9,323,264 Stockholder's equity 1,013,725 957,052 ------------ ------------- $10,784,004 $10,280,316 =========== =========== NOTE F - 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 individual annuities. Realized investment gains and losses on such contracts are deferred and amortized over the life of the hedged asset. At June 30, 1998, open option and open futures contracts with a notional amount of $975.0 million were in a $0.5 million net unrealized loss position. Additionally, Protective Life uses interest rate swap contracts 10 to convert certain investments from a variable to a fixed rate of interest. At June 30, 1998, related open interest rate swap contracts with a notional amount of $75.3 million were in a $0.3 million net unrealized gain position. NOTE G - COMPREHENSIVE INCOME The following table sets forth Protective Life's comprehensive income for the six months ended June 30, 1998 and 1997: SIX MONTHS ENDED JUNE 30 (IN THOUSANDS) 1998 1997 ---- ---- Net income $56,544 $45,767 Increase (decrease) in net unrealized gains on investments (net of income tax: 1998 - $961; 1997 - $3,603) 1,786 6,691 Reclassification adjustment for amounts included in net income (net of income tax: 1998 - $(367); 1997 - $(602)) (682) (1,118) --------- -------- Comprehensive income $57,648 $51,340 ======= ======= NOTE H - ACQUISITION On August 7, 1998, PLC announced an agreement in which one of Protective Life's insurance subsidiaries will acquire, through a coinsurance transaction, a block of approximately 260,000 individual life insurance policies from Lincoln National Corporation. The transaction represents approximately $330 million of life insurance reserves and approximately $65 million of annual premium. NOTE I - 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. 11 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 seven operating divisions: Acquisitions, Individual Life, West Coast, Dental and Consumer Benefits ("Dental"), Financial Institutions, Guaranteed Investment Contracts ("GIC"), and Investment Products. Protective Life also has an additional business segment which is described herein as Corporate and Other. This report includes "forward-looking statements" which express expectations of future events and/or results. All statements based on future expectations rather than on historical facts are forward-looking statements that involve a number of risks and uncertainties, and Protective Life cannot give assurance that such statements will prove to be correct. Please refer to Exhibit 99 for more information about factors which could affect future results. 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) 1998 1997 ---- ---- Premiums and policy fees $279,255 $228,870 22.0 % Net investment income 294,170 255,793 15.0 Realized investment gains 1,049 1,720 (39.0) Other income 9,537 1,488 540.9 ---------- ---------- $584,011 $487,871 Premiums and policy fees increased $50.4 million or 22.0% in the first six months of 1998 over the first six months of 1997. Premiums and policy fees from the Acquisitions Division decreased $4.7 million. The Individual Life Division's premiums and policy fees increased $2.0 million. The acquisition of West Coast Life Insurance Company ("West Coast") in the second quarter of 1997 increased premiums and policy fees $10.8 million. The Dental Division's exit from the group major medical business resulted in a $6.0 million decrease in premiums and policy 12 fees. Premiums and policy fees related to the Dental Division's other businesses increased $4.2 million in the first six months of 1998 as compared to the same period in 1997. Premiums and policy fees from the Financial Institutions Division increased $40.3 million in the first six months of 1998 as compared to the first six months of 1997. The acquisition of the Western Diversified Group ("Western Diversified") and the coinsurance of an unrelated closed block of credit insurance policies in late 1997 increased premiums and policy fees $38.7 million. Decreases of $4.8 million relate to the normal decrease in premiums on a closed block of credit insurance policies reinsured in 1996. The increase in premiums and policy fees from the Investment Products Division was $3.8 million. Net investment income in the first six months of 1998 increased by $38.4 million over the corresponding period of the preceding year, primarily due to increases in the average amount of invested assets and an increase in participating mortgage loan income. Invested assets have increased primarily due to acquisitions and due to receiving annuity deposits. The acquisition of West Coast, Western Diversified, and a block of credit policies in 1997 resulted in an increase in net investment income of $32.5 million in the first six months of 1998 as compared to the same period in 1997. 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 1998 were $1.0 million as compared to $1.7 million in the corresponding period of 1997. 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. 13 INCOME BEFORE INCOME TAX The following table sets forth operating income or loss and income or loss before income tax by business segment for the periods shown: OPERATING INCOME (LOSS) AND INCOME (LOSS) BEFORE INCOME TAX SIX MONTHS ENDED JUNE 30 (IN THOUSANDS) 1998 1997 ---- ---- Operating Income (Loss) (1) Life Insurance Acquisitions $24,741 $28,776 Individual Life 15,785 6,586 West Coast 9,953 1,090 Specialty Insurance Products Dental and Consumer Benefits 4,332 7,542 Financial Institutions 8,709 5,600 Retirement Savings and Investment Products Guaranteed Investment Contracts 15,833 15,693 Investment Products 4,254 4,515 Corporate and Other 4,280 (927) -------- --------- Total operating income 87,887 68,875 ------- ------- Realized Investment Gains (Losses) Guaranteed Investment Contracts (59) 107 Investment Products 678 589 Unallocated Realized Investment Gains (Losses) 430 1,024 Related Amortization of Deferred Policy Acquisition Costs Investment Products (367) (373) -------- --------- Total net 682 1,347 -------- -------- Income (Loss) Before Income Tax Life Insurance Acquisitions 24,741 28,776 Individual Life 15,785 6,586 West Coast 9,953 1,090 Specialty Insurance Products Dental and Consumer Benefits 4,332 7,542 Financial Institutions 8,709 5,600 Retirement Savings and Investment Products Guaranteed Investment Contracts 15,774 15,800 Investment Products 4,565 4,731 Corporate and Other 4,280 (927) Unallocated Realized Investment Gains (Losses) 430 1,024 --------- -------- Total income before tax $88,569 $70,222 ======= ======= (1) Income before tax excluding realized investment gains and losses and related amortization of deferred acquisition costs. 14 Pretax earnings from the Acquisitions Division decreased $4.0 million in the first six months of 1998 as compared to the same period of 1997. 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. In addition, the Division's mortality experience was approximately $2.1 million worse than expected in the first six months of 1998 as compared to being approximately $1.7 million better than expected in the first six months of 1997. The Individual Life Division's pretax earnings of $15.8 million in the first six months of 1998 were 9.2 million above the same period of 1997. In the second quarter of 1997, the Division experienced record high mortality. Mortality experience was at expected levels in the second quarter of 1998 after having been above expected levels in the first quarter of 1998. Headquartered in San Francisco, West Coast was acquired by the Company on June 3, 1997. West Coast had pretax earnings of $10.0 million for the first six months of 1998 compared to $1.1 million in the first six months of 1997. The Division was acquired by the Company in June 1997, therefore last year's results represent only one month of operations. Dental Division pretax earnings were $3.2 million lower in the first six months of 1998 as compared to the first six months of 1997. Last years results include $3.1 million of earnings from the group major medical business which the Division exited last year. Pretax earnings of the Financial Institutions Division were $3.1 million higher in the first six months of 1998 as compared to the same period in 1997. At the end of the third quarter of 1997, the Division acquired the Western Diversified Group and coinsured an unrelated block of policies. These acquisitions increased earnings $3.7 million in the first six months of 1998 as compared to the same period last year. The GIC Division had pretax operating earnings of $15.8 million in the first six months of 1998 and $15.7 million in the corresponding period of 1997. Realized investment losses associated with this Division in the first six months of 1998 were less than $0.1 million as compared to realized investment gains of $0.1 million in the same period last year. As a result, total pretax earnings were $15.7 million in the first six months of 1998 compared to $15.8 million for the same period last year. Investment Products Division pretax operating earnings in the first six months of 1998 of $4.3 million were $0.2 million below the same period of 1997. Realized investment gains associated with the Division, net of related amortization of deferred policy acquisition costs, were $0.3 million in the first six months of 1998 compared to $0.2 million in the first six months of 1997, resulting in total pretax earnings of $4.6 million in the first six months of 1998 as compared to $4.7 million in the same period of 1997. 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 income for this segment was $4.3 million in the first six months of 1998 compared to a loss of $0.9 million in the first six months of 1997. The increase in earnings relates 15 primarily to increased net investment income on capital and income from a securitization transaction. 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 1997 34.8 % 1998 36.2 The effective income tax rate for the full year of 1997 was 34.9%. Management's estimate of the effective income tax rate for 1998 is approximately 36%. NET INCOME The following table sets forth net income for the periods shown, and the percentage change from the prior period: SIX MONTHS NET INCOME ENDED TOTAL PERCENTAGE JUNE 30 (IN THOUSANDS) INCREASE 1997 $45,767 12.1 % 1998 56,544 23.5 Compared to the same period in 1997, net income in the first six months of 1998 increased $10.8 million, reflecting improved operating earnings in the Individual Life, West Coast, Financial Institutions, and Guaranteed Investment Contracts Divisions and the Corporate and Other segment, which were partially offset by lower operating earnings in the Acquisitions, Dental, and Investment Products Divisions and lower realized investment gains (net of related amortization of deferred policy acquisition costs). RECENTLY ISSUED ACCOUNTING STANDARDS The Financial Accounting Standards Board ("FASB") has issued Statement of Financial Accounting Standards No. ("SFAS") 132, "Employers' Disclosures About Pension and Other Postretirement Benefits" which revises the footnote disclosures about pension and other postretirement benefit plans. The FASB has also issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." The adoption of these accounting standards are not expected to have a material effect on Protective Life's financial condition. 16 YEAR 2000 DISCLOSURE. Computer hardware and software often denote the year using two digits rather than four; for example, the year 1998 often is denoted by such hardware and software as "98." It is probable that such hardware and software will malfunction when calculations involving the year 2000 are attempted because the hardware and/or software will interpret "00" as representing the year 1900 rather that the year 2000. This "Year 2000" issue potentially affects all individuals and companies (including Protective Life, its customers, business partners, suppliers, banks, custodians and administrators). The problem is most prevalent in older mainframe systems, but personal computers and equipment containing computer chips could also be affected. Protective Life shares computer hardware and software with its parent, Protective Life Corporation ("PLC"), and other affiliates of PLC. PLC began work on the Year 2000 problem in 1995 and has developed and implemented a Year 2000 transition plan intended to identify and modify or replace important hardware and/or software systems on which it relies that have Year 2000 issues or to develop appropriate contingency measures. Substantial resources are being devoted to this effort; however, the total costs to develop and implement these plans are not expected to be material. PLC is also confirming that its service providers are implementing plans to identify and modify or replace their systems that have a Year 2000 issue. The majority of the modifications necessary for PLC's mainframe systems to be able to process transactions dated beyond 1999 have been completed. PLC currently anticipates that its remaining systems with Year 2000 issues will be addressed and appropriate action taken before December 31, 1999. Due to the fact that PLC does not control all of the factors that could impact its Year 2000 readiness, there can be no assurances that PLC's efforts will be successful, that interactions with other service providers with Year 2000 issues will not impair PLC's operations, or that the Year 2000 issue will not otherwise adversely affect PLC. PLC is developing detailed contingency plans for a large percentage of its remaining Year 2000 issues. PLC is also using research, direct inquiry, and/or testing to determine the Year 2000 readiness of critical vendors and business partners. Should some of PLC's systems not be available due to Year 2000 problems, in a reasonably likely worst case scenario, PLC may experience significant delays in its ability to perform certain functions, but does not expect an inability to perform critical functions or to otherwise conduct business. 17 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, 1998 /S/ JERRY W. DEFOOR ------------------- Jerry W. DeFoor Vice President and Controller, and Chief Accounting Officer (Duly authorized officer) 18