1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1995 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period____________to___________ Commission File Number 1-6563 SAFECO CORPORATION (Exact name of registrant as specified in its charter) Washington 91-0742146 (State of Incorporation) (I.R.S. Employer Identification No.) SAFECO Plaza, Seattle, Washington 98185 (Address of principal executive offices) Registrant's Telephone Number, Including Area Code (206)545-5000 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 62,984,415 shares of no par value common stock were outstanding at September 30, 1995 2 SAFECO CORPORATION - - - -------------------------------------------------------------------------------- TABLE OF CONTENTS AND SIGNATURES Part I - Financial Information* Page ---- Item 1. Financial Statements: Consolidated Balance Sheet, September 30, 1995 and December 31, 1994 3 Statement of Consolidated Income and Retained Earnings for the Quarters and Nine Months Ended September 30, 1995 and 1994 5 Statement of Consolidated Cash Flows for the Nine Months Ended September 30, 1995 and 1994 6 Item 2. Management's Discussion and Analysis 8 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 13 * The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q. In the opinion of management, they include all adjustments (none of which were other than normal and recurring adjustments) which are necessary for a fair presentation of results for the interim periods. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K for the year ended December 31, 1994 which has previously been filed with the Commission. 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. SAFECO CORPORATION (Registrant) BOH A. DICKEY ---------------------------- Boh A. Dickey Executive Vice President and Dated November 7, 1995 Chief Financial Officer ROD A. PIERSON ---------------------------- Rod A. Pierson Senior Vice President, Secretary, Dated November 7, 1995 Controller and Chief Accounting Officer -2- 3 SAFECO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In Thousands) - - - --------------------------------------------------------------------------------------------------------- September 30 December 31 ASSETS 1995 1994 ------ ------------ ----------- Investments: Fixed Maturities Available-for-Sale, at Market Value (Amortized cost: 1995 - $10,154,948; 1994 - $9,608,210) $10,823,121 $ 9,509,071 Fixed Maturities Held-to-Maturity, at Amortized Cost (Market value: 1995 - $2,438,970; 1994 - $1,948,309) 2,223,211 2,053,132 Marketable Equity Securities, at Market Value (Cost: 1995 - $616,410; 1994 - $565,007) 1,101,912 855,054 Mortgage Loans 414,505 418,983 Real Estate (At cost less accumulated depreciation) 500,353 475,865 Policy Loans 55,350 53,329 Short-Term Investments 76,790 101,574 ----------- ----------- Total Investments 15,195,242 13,467,008 Cash 55,340 63,504 Accrued Investment Income 230,606 229,964 Finance Receivables 682,025 619,059 Premiums and Other Service Fees Receivable 443,004 418,733 Other Notes and Accounts Receivable 84,237 69,572 Reinsurance Recoverables 148,108 172,510 Land, Buildings and Equipment for Company Use (At cost less accumulated depreciation) 170,818 160,973 Deferred Policy Acquisition Costs 356,677 388,843 Other Assets 412,754 311,563 ----------- ----------- TOTAL $17,778,811 $15,901,729 =========== =========== (continued) -3- 4 SAFECO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In Thousands Except Share Amounts) (continued) - - - ---------------------------------------------------------------------------------------------------------- September 30 December 31 LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994 ------------------------------------ ------------ ----------- Losses and Adjustment Expense $ 2,217,911 $ 2,265,854 Unearned Premiums 930,953 866,964 Life Policy Liabilities 158,427 155,322 Funds Held Under Deposit Contracts 8,564,980 7,988,456 Notes and Mortgages Payable: Credit Company Borrowings ($564,800 maturing within one year) 611,300 510,600 10.75% Notes Due September 1995 -- 200,000 Other Notes and Mortgages ($42,093 maturing within one year) 275,899 272,309 7.875% Notes Due 2005 200,000 -- Other Liabilities 815,469 754,258 Federal and Canadian Income Taxes: Current 35,715 22,627 Deferred (Includes tax on unrealized appreciation of investment securities: 1995 - $386,583; 1994 - $66,818) 357,775 35,860 ----------- ----------- Total Liabilities 14,168,429 13,072,250 ----------- ----------- Preferred Stock, No Par Value: Shares Authorized: 10,000,000 Shares Issued and Outstanding: None -- -- Common Stock, No Par Value: Shares Authorized: 150,000,000 Shares Reserved for Options: 1995 - 1,889,803; 1994 - 2,042,691 Shares Issued and Outstanding: 1995 - 62,984,415; 1994 - 62,951,634 216,125 211,194 Retained Earnings 2,674,991 2,495,800 Unrealized Appreciation of Investment Securities, Net of Tax 721,974 128,123 Unrealized Loss from Foreign Currency Translation, Net of Tax (2,708) (5,638) ----------- ----------- Total Stockholders' Equity 3,610,382 2,829,479 ----------- ----------- TOTAL $17,778,811 $15,901,729 =========== =========== -4- 5 SAFECO CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED INCOME AND RETAINED EARNINGS (In Thousands Except Per Share Amounts) - - - --------------------------------------------------------------------------------------------------------------------------- Nine Months Ended Three Months Ended September 30 September 30 ----------------------------- --------------------------- 1995 1994 1995 1994 ----------- ----------- ---------- ---------- REVENUES: Insurance: Property and Casualty Earned Premiums $ 1,605,580 $ 1,517,223 $ 544,479 $ 529,234 Life and Health Premiums and Other Revenues 200,610 209,984 65,929 68,451 ----------- ----------- ---------- ---------- Total 1,806,190 1,727,207 610,408 597,685 Real Estate 57,127 84,220 18,298 30,931 Finance 47,939 38,737 16,962 13,948 Asset Management 13,320 13,130 4,588 5,687 Net Investment Income 799,792 735,927 271,521 249,303 Realized Investment Gain 43,238 24,983 22,512 4,242 ----------- ----------- ---------- ---------- Total 2,767,606 2,624,204 944,289 901,796 ----------- ----------- ---------- ---------- EXPENSES: Losses, Adjustment Expense and Policy Benefits 1,689,749 1,646,327 546,929 570,804 Commissions 302,731 295,657 101,649 105,420 Personnel Costs 171,675 165,840 60,066 55,453 Interest 67,021 50,801 23,034 17,670 Dividends to Policyholders 11,996 17,339 3,431 6,469 Other 176,345 200,243 60,338 69,361 Amortization of Deferred Policy Acquisition Costs 305,293 293,615 102,857 101,096 Deferral of Policy Acquisition Costs (319,029) (313,022) (107,021) (110,256) ----------- ----------- ---------- ---------- Total 2,405,781 2,356,800 791,283 816,017 ----------- ----------- ---------- ---------- Income before Income Taxes 361,825 267,404 153,006 85,779 ----------- ----------- ---------- ---------- Provision (Benefit) for Federal and Canadian Income Taxes: Current 78,051 63,689 31,157 17,112 Deferred 1,008 (14,872) 6,992 (3,845) ----------- ----------- ---------- ---------- Total 79,059 48,817 38,149 13,267 ----------- ----------- ---------- ---------- Net Income 282,766 218,587 114,857 72,512 Retained Earnings, Beginning of Period 2,495,800 2,307,322 2,595,172 2,392,445 Dividends Declared (97,631) (90,065) (33,384) (30,868) Common Stock Reacquired (5,944) (2,189) (1,654) (434) ----------- ----------- ---------- ---------- Retained Earnings, End of Period $ 2,674,991 $ 2,433,655 $2,674,991 $2,433,655 =========== =========== ========== ========== Net Income Per Share of Common Stock $ 4.49 $ 3.47 $ 1.82 $ 1.15 =========== =========== ========== ========== Average Number of Shares Outstanding During the Period (In Thousands) 62,979 62,971 62,987 62,988 =========== =========== ========== ========== Cash Dividends Paid to Common Stockholders $ 1.51 $ 1.39 $ 0.53 $ 0.49 =========== =========== ========== ========== Income per share of common stock is based on the average number of common shares outstanding. Stock options do not have a significant dilutive effect on income per share. -5- 6 SAFECO CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED CASH FLOWS (In Thousands) - - - ------------------------------------------------------------------------------------------------------------ Nine Months Ended September 30 ------------------------------------ 1995 1994 ------------ ----------- OPERATING ACTIVITIES: Insurance Premiums Received $ 1,806,409 $ 1,730,935 Dividends and Interest Received 793,156 721,356 Other Operating Receipts 127,819 133,648 Insurance Claims and Policy Benefits Paid (1,366,578) (1,269,183) Underwriting, Acquisition and Insurance Operating Costs Paid (611,644) (596,378) Interest Paid (62,249) (54,181) Other Operating Costs Paid (66,467) (75,101) Income Taxes Paid (64,766) (76,470) ------------ ----------- Net Cash Provided by Operating Activities 555,680 514,626 ------------ ----------- INVESTING ACTIVITIES: Purchases of: Fixed Maturities Available-for-Sale (1,440,097) (1,584,272) Fixed Maturities Held-to-Maturity (161,483) (262,546) Equities (151,437) (98,908) Other Investments (270,636) (130,009) Maturities of Fixed Maturities Available-for-Sale 521,397 626,188 Maturities of Fixed Maturities Held-to-Maturity 10,493 52,991 Sales of: Fixed Maturities Available-for-Sale 372,383 562,861 Fixed Maturities Held-to-Maturity -- -- Equities 124,955 73,365 Other Investments 278,448 96,622 Net Decrease in Short-Term Investments 22,084 23,362 Finance Receivables Originated or Acquired (251,667) (220,595) Principal Payments Received on Finance Receivables 175,166 161,616 Other (46,709) (34,652) ------------ ----------- Net Cash Used in Investing Activities (817,103) (733,977) ------------ ----------- FINANCING ACTIVITIES: Funds Received Under Deposit Contracts 772,396 731,442 Return of Funds Held Under Deposit Contracts (528,136) (482,157) Proceeds from Notes and Mortgage Borrowings 199,001 38,174 Repayment of Notes and Mortgage Borrowings (219,896) (119,395) Net Proceeds from Short-Term Borrowings 127,617 119,163 Common Stock Reaquired (6,312) (2,325) Dividends Paid to Stockholders (95,095) (87,520) Other 3,684 1,483 ------------ ----------- Net Cash Provided by Financing Activities 253,259 198,865 ------------ ----------- Net Decrease in Cash (8,164) (20,486) Cash at Beginning of Period 63,504 67,833 ------------ ----------- Cash at End of Period $ 55,340 $ 47,347 ============ =========== (continued) -6- 7 SAFECO CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED CASH FLOWS (In Thousands) (continued) - - - ------------------------------------------------------------------------------------------------------------ Nine Months Ended September 30 -------------------------------- 1995 1994 -------- -------- Net Income $282,766 $218,587 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Realized Investment Gain (43,238) (24,983) Depreciation and Amortization 37,772 28,993 Amortization of Fixed Maturity Investments (26,388) (16,270) Deferred Income Tax Expense (Benefit) 1,008 (14,872) Interest Expense on Deposit Contracts 326,083 293,490 Other Adjustments 6,431 8,789 Changes in: Losses and Adjustment Expense Liabilities (47,943) 140,082 Unearned Premiums 63,989 70,058 Life Policy Liabilities 3,105 4,305 Accrued Income Taxes 13,088 (19,307) Accrued Interest on Accrual Bonds (25,163) (32,275) Accrued Investment Income (642) (9,690) Deferred Policy Acquisition Costs (16,985) (18,360) Other Assets and Liabilities (18,203) (113,921) -------- -------- Total Adjustments 272,914 296,039 -------- -------- Net Cash Provided by Operating Activities $555,680 $514,626 ======== ======== -7- 8 SAFECO CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS - - - -------------------------------------------------------------------------------- SAFECO Corporation Our net income for the first nine months of 1995 was $282.8 million or $4.49 per share, compared with $3.47 per share for 1994. If we exclude realized gain from investments, our income was $4.05 per share, compared with $3.21 per share in 1994. The following summarized financial information sets forth the contributions of each business segment to our consolidated income. NINE MONTHS ENDED THREE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 --------------------------------------------------------- 1995 1994 1995 1994 (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) - - - ------------------------------------------------------------------------------------------------------------------- Income (Loss) before Realized Gain and Income Taxes: Property and Casualty Insurance: Underwriting Gain (Loss) $ (6,762) $ (73,657) $ 23,676 $(29,075) Net Investment Income 218,320 211,070 72,786 70,891 --------- --------- --------- -------- Total Property and Casualty 211,558 137,413 96,462 41,816 Life and Health Insurance 98,708 95,619 31,970 35,841 Real Estate 5,907 7,724 2,152 2,531 Credit 8,976 7,440 3,512 2,961 Asset Management 4,951 4,694 1,744 1,586 Corporate (11,513) (10,469) (5,346) (3,198) --------- --------- --------- -------- Total 318,587 242,421 130,494 81,537 --------- --------- --------- -------- Realized Gain (Loss), before Tax, from: Security Investments 42,477 25,034 22,228 4,242 Real Estate Investments 761 (51) 284 - --------- --------- --------- -------- Total 43,238 24,983 22,512 4,242 --------- --------- --------- -------- Income before Income Taxes 361,825 267,404 153,006 85,779 --------- --------- --------- -------- Provision for Income Taxes on: Income before Realized Gain 63,729 40,434 29,658 11,854 Realized Gain 15,330 8,383 8,491 1,413 --------- --------- --------- -------- Total 79,059 48,817 38,149 13,267 --------- --------- --------- -------- Net Income $ 282,766 $ 218,587 $ 114,857 $ 72,512 ========= ========= ========= ======== Net Income Per Share of Common Stock $ 4.49 $ 3.47 $ 1.82 $ 1.15 ========= ========= ========= ======== -8- 9 SAFECO CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) - - - -------------------------------------------------------------------------------- Property and Casualty Insurance Property and casualty operations for the first nine months of 1995 produced pretax income of $211.6 million before realized gain from investments, compared with $137.4 million for the first nine months of last year. The loss from underwriting was $6.8 million for the first nine months, compared with $73.7 million a year ago. The third quarter produced an underwriting profit of $23.7 million. This compares favorably with a profit of $6.9 million last quarter and a loss of $29.1 million for the third quarter last year. During the quarter, the estimated cost of claims from the January 1994 Los Angeles earthquake was increased by $17 million to bring our estimate of total gross losses from the event to $267 million. For the first nine months of 1995, catastrophe losses totaled $111 million, including $42 million from the first and third quarter increases in the estimated cost of the Los Angeles earthquake. For the first nine months of 1994, the charge to earnings from catastrophe losses was $145 million, including $113 million, after reinsurance, for the Los Angeles earthquake. The combined loss and expense ratio was 100.4 for the first nine months, compared with 104.9 last year. Investment income was $218.3 million, up 3% from a year ago. Cash flow from operations is positive but declining interest rates are slowing the growth of investment income. Personal auto, our largest line, produced an underwriting profit of $66.4 million for the first nine months, compared with $47.2 million for the first nine months last year. The profit for the third quarter was $37.3 million. Loss costs are up less than 5% over a year ago. Homeowners produced an underwriting loss of $38.7 million for the first nine months, compared with a loss of $27.5 million for the first nine months of 1994. Catastrophe losses continue to impact results for this line. For the first nine months, losses from catastrophes were $46 million, compared with $30 million a year ago. We continue to pursue additional premium for this coverage through a combination of increased rates and proper insurance to value. Other personal lines, which provide coverage for earthquake, dwelling fire, inland marine and boats, produced an underwriting loss of $32.6 million, compared with a loss of $85.6 million for the first nine months last year. Results for both years reflect our experience with losses from the Los Angeles earthquake. Commercial lines continues to produce results that compare favorably with the industry. For the first nine months, commercial lines produced an underwriting loss of $17.7 million, operating at a combined ratio of 104.3. A year ago, the loss was $17.6 million and the combined ratio was 104.4. These strong results reflect our target marketing initiatives, a focus on efficient operations and our ability to deliver value-added service to customers. In addition, we continue to maintain rate adequacy in the face of stiff price competition. The surety line continues to experience excellent results for both contract and commercial bond business. The profit for this line was $16.9 million for the first nine months, compared with a profit of $11.2 million for the first nine months last year. Premiums written for the first nine months increased 10% over a year ago, primarily due to increases in both the number and size of contract bonds written. Including surety, total premiums written for the first nine months increased 4% over a year ago with personal lines up 5%, and commercial lines down less than 1%. -9- 10 SAFECO CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) - - - -------------------------------------------------------------------------------- Life and Health Insurance Life and health operations produced a pretax profit, before realized gain from investments, of $98.7 million for the first nine months of 1995, compared with $95.6 million for the same period last year. The third quarter profit was $32.0 million. This compares with $35.8 million, which was a record quarter, posted for the same period last year. The annuity and pension lines combined first nine months' earnings were $43.4 million. This is an increase over the $35.1 million reported for the first nine months of 1994. Increased investment income during these reporting periods and a focus on expense management continue to benefit these lines. Group insurance earnings declined to $7.8 million for the first nine months, compared with $15.8 million for the same period last year. This reduction in earnings continues to reflect increased competition. Real Estate SAFECO Properties' pretax income was $5.9 million for the first nine months of 1995, compared with $7.7 million for 1994. Our commercial and medical real estate operations continue to perform well. In the Statement of Consolidated Income and Retained Earnings, the decrease in Real Estate Revenues and Other Expenses is due primarily to a lower level of sales of properties held for sale in 1995 compared with 1994. Construction on our 1.4 million square-foot, mixed-use development in Redmond, Washington began in July 1995 and is progressing as planned. Additionally, our extensive expansion and remodel of our Washington Square Shopping Center property in Portland, Oregon was completed this summer and is near full occupancy. Credit SAFECO Credit Company produced a pretax profit of $9.0 million in the first nine months of 1995, compared with $7.4 million in the same period of 1994. Income in the third quarter was $3.5 million, compared with $3.0 million in the third quarter of 1994. New commercial loan and lease fundings in 1995 were 9% greater than in the first nine months of 1994. Non-affiliate receivables and operating leases reached $733 million at September 30, 1995, an annualized 14% increase from December 1994. Delinquency experience continued at very low levels with accounts past due 30 days or more totaling less than 1% at September 30, 1995. SAFECO Credit summarized financial information is as follows (in thousands): September 30 December 31 1995 1994 ------------ ----------- Finance Receivables $682,025 $619,059 Other Assets 112,736 138,107 -------- -------- Total Assets $794,761 $757,166 ======== ======== Credit Company Borrowings $611,300 $510,600 Other Liabilities 89,258 156,973 -------- -------- Total Liabilities $700,558 $667,573 ======== ======== Nine Months Ended September 30 ------------------------------ 1995 1994 ------- ------- Revenues $52,466 $41,825 Expenses 43,490 34,385 ------- ------- Income before Income Taxes 8,976 7,440 Provision for Federal Income Taxes 2,985 2,272 ------- ------- Net Income $ 5,991 $ 5,168 ======= ======= -10- 11 SAFECO CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) - - - -------------------------------------------------------------------------------- Asset Management The pretax income from our investment management operations for the first nine months of 1995 was $5.0 million, compared with $4.7 million last year. Assets under management have grown to $2.9 billion, an increase of 16% over September 30, 1994. Investment Portfolios The market value of our consolidated bond portfolio was $884 million in excess of amortized cost at September 30, 1995. This compares with market value being in excess of amortized cost by $826 million at June 30, 1995 and market value being below amortized cost by $204 million at December 31, 1994. These higher market values reflect the strength in the bond market during 1995 as a result of declining interest rates. The market value of our equity securities was $486 million in excess of cost at September 30, 1995. Debt Issue On March 29, 1995, we issued $200 million of 7-7/8% notes, due April 1, 2005. The proceeds of this issue were invested in short-term treasury securities and were subsequently used to redeem our existing 10-3/4% notes on September 15, 1995. Subsequent Event -- Hurricane Opal Hurricane Opal struck the southeastern portion of the United States on October 4, 1995. SAFECO's losses are expected to approximate $10 million. The losses will be recorded in the fourth quarter. Stock Split SAFECO Corporation declared a 2-for-1 stock split on November 1, 1995. The stock split will be paid on December 1, 1995, to shareholders of record on November 13, 1995. -11- 12 SAFECO CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) - - - -------------------------------------------------------------------------------- Other -- Footnotes The following additional footnote disclosures relate to new accounting standards. Summary of Significant Accounting Policies - New Accounting Standards In March of 1995, the Financial Accounting Standards Board (FASB) issued Statement 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Statement 121 requires that under specified circumstances certain assets be reviewed for impairment. If an impairment is indicated the asset shall be written down to fair value. Statement 121 is effective for financial statements for fiscal years beginning after December 15, 1995 and SAFECO will adopt it in the first quarter of 1996. Although the impact of the Statement is currently being studied, it is not expected to have a material effect on SAFECO's financial position or results of operations. Investments In May of 1993, the FASB issued Statement 114, "Accounting by Creditors for Impairment of a Loan," which provides guidance on valuing impaired loans (FAS 114). The FASB also issued Statement 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition and Disclosures" (FAS 118), in October of 1994, which amends Statement 114. Both statements are effective for 1995 and were adopted by SAFECO on January 1, 1995. Adoption did not affect net income. The following table summarizes SAFECO's consolidated allowance for credit losses for the first nine months of 1995 (in thousands): Allowance as of December 31, 1994 $ 24,557 Provision for Credit Losses 3,200 Recoveries 512 Loans Charged Off as Uncollectible (605) -------- Allowance as of September 30, 1995 $ 27,664 ======== This allowance relates to SAFECO Credit's Finance Receivables ($682 million at September 30, 1995) and to Mortgage Loan investments ($415 million at September 30, 1995) nearly all of which are held by SAFECO's life and health company. The allowance includes amounts determined under FAS 114 and FAS 118 (specific reserves), as well as general reserve amounts. The total investment in impaired loans, as defined under FAS 114 and 118 and before any reserve for losses, is $10.1 million at September 30, 1995. A specific loan loss reserve has been established for each impaired loan, the total of which is $3.7 million at September 30, 1995 and is included in the overall allowance of $27.7 million at September 30, 1995. -12- 13 SAFECO CORPORATION Part II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 Financial Data Schedule. (b) Reports on Form 8-K No Form 8-Ks were filed, nor required to be filed for any event during the quarter ended September 30, 1995. -13-