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 the Quarter Ended March 31, 1996.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
----- -----
Commission File Number 1-6563
SAFECO CORPORATION
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(Exact name of registrant as specified in its charter)
WASHINGTON 91-0742146
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(State of Incorporation) (I.R.S. Employer I.D. No.)
SAFECO PLAZA, SEATTLE, WASHINGTON 98185
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(Address of principal executive offices)
(206) 545-5000
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(Registrant's telephone number, including area code)
126,033,341 shares of no par common stock were outstanding at March 31, 1996
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 / /.
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SAFECO CORPORATION
TABLE OF CONTENTS AND SIGNATURES
Part I - Financial Information* Page
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Item 1. Financial Statements:
Consolidated Balance Sheet,
March 31, 1996 and December 31, 1995 3
Statement of Consolidated Income and Retained Earnings
for the Three Months Ended March 31, 1996 and 1995 5
Statement of Consolidated Cash Flows
for the Three Months Ended March 31, 1996 and 1995 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, 1995 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
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Registrant
BOH A. DICKEY
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Boh A. Dickey
Executive Vice President and
Dated May 13, 1996 Chief Financial Officer
ROD A. PIERSON
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Rod A. Pierson
Senior Vice President, Secretary, Controller
Dated May 13, 1996 and Chief Accounting Officer
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SAFECO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands)
March 31 December 31
ASSETS 1996 1995
------ ---- ----
Investments:
Fixed Maturities Available-for-Sale, at Market Value
(Amortized cost: 1996 - $10,760,943; 1995 - $10,853,
590) $11,344,407 $11,928,144
Fixed Maturities Held-to-Maturity, at Amortized Cost
(Market value: 1996 - $2,325,185; 1995 - $2,388,514) 2,188,065 2,044,517
Marketable Equity Securities, at Market Value
(Cost: 1996 - $619,780; 1995 - $598,130) 1,168,444 1,119,408
Mortgage Loans 425,807 416,489
Real Estate (At cost less accumulated depreciation) 508,417 498,958
Policy Loans 57,147 55,925
Short-Term Investments 48,193 68,808
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Total Investments 15,740,480 16,132,249
Cash 50,930 65,477
Accrued Investment Income 237,957 234,253
Finance Receivables 761,417 741,177
Premiums and Other Service Fees Receivable 449,334 444,618
Other Notes and Accounts Receivable 57,359 42,139
Reinsurance Recoverables 157,955 137,284
Deferred Policy Acquisition Costs 378,091 356,359
Land, Buildings and Equipment for Company Use
(At cost less accumulated depreciation) 173,323 170,016
Other Assets 164,686 167,872
Separate Account Assets 323,355 276,399
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TOTAL $18,494,887 $18,767,843
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(continued)
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SAFECO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts) (continued)
March 31 December 31
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995*
------------------------------------ ---- -----
Losses and Adjustment Expense $ 2,161,209 $ 2,207,230
Unearned Premiums 909,024 910,762
Life Policy Liabilities 149,805 154,090
Funds Held Under Deposit Contracts 8,972,833 8,756,384
Notes and Mortgages Payable:
Credit Company Borrowings ($681,850 maturing within one year) 728,350 614,270
7.875% Notes Due 2005 200,000 200,000
Other Notes and Mortgages ($28,099 maturing within one year) 215,870 253,275
Other Liabilities 675,400 895,853
Federal and Canadian Income Taxes:
Current 41,136 18,000
Deferred (Includes tax on unrealized appreciation
of investment securities:
1996 - $389,850; 1995 - $543,556) 344,000 498,934
Separate Account Liabilities 323,355 276,399
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Total Liabilities 14,720,982 14,785,197
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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:
1996 - 3,472,117; 1995 - 3,699,983
Shares Issued and Outstanding:
1996 - 126,033,341; 1995 - 125,978,742 221,916 217,447
Retained Earnings 2,827,580 2,755,537
Unrealized Appreciation of Investment Securities,
Net of Tax 728,041 1,013,494
Unrealized Loss from Foreign Currency Translation,
Net of Tax (3,632) (3,832)
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Total Stockholders' Equity 3,773,905 3,982,646
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TOTAL $18,494,887 $18,767,843
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*Certain amounts have been reclassified to conform to the 1996 presentation.
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SAFECO CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME AND RETAINED EARNINGS
(In Thousands Except Per Share Amounts)
Three Months Ended
March 31
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1996 1995*
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REVENUES:
Insurance:
Property and Casualty Earned Premiums $ 552,629 $ 526,430
Life and Health Premiums and Other Revenues 65,684 67,401
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Total 618,313 593,831
Real Estate 18,313 19,901
Finance 18,097 14,892
Asset Management 6,481 4,274
Other 9,098 8,856
Net Investment Income 274,577 259,351
Realized Investment Gain 32,723 5,278
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Total 977,602 906,383
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EXPENSES:
Losses, Adjustment Expense and Policy Benefits 579,960 589,499
Commissions 97,216 99,618
Personnel Costs 67,074 57,770
Interest 18,112 20,255
Dividends to Policyholders 4,020 4,661
Other 63,185 61,721
Amortization of Deferred Policy Acquisition Costs 103,593 100,509
Deferral of Policy Acquisition Costs (101,092) (103,776)
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Total 832,068 830,257
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Income before Income Taxes 145,534 76,126
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Provision (Benefit) for Federal
and Canadian Income Taxes:
Current 36,167 17,059
Deferred (1,336) (6,143)
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Total 34,831 10,916
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Net Income 110,703 65,210
Retained Earnings, Beginning of Period 2,755,537 2,495,800
Dividends Declared (33,399) (30,860)
Common Stock Reacquired (5,261) (2,006)
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Retained Earnings, End of Period $2,827,580 $2,528,144
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Net Income Per Share of Common Stock $ 0.88 $ 0.52
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Average Number of Shares Outstanding
During the Period (In Thousands) 126,011 125,932
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Cash Dividends Paid to Common
Stockholders $ 0.265 $ 0.245
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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.
*Certain amounts have been reclassified to conform to the 1996 presentation.
1995 share amounts are adjusted to reflect the December 1995 2-for-1 stock
split.
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SAFECO CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(In Thousands)
Three Months Ended
March 31
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1996 1995
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OPERATING ACTIVITIES:
Insurance Premiums Received $ 603,124 $ 575,147
Dividends and Interest Received 267,865 260,815
Other Operating Receipts 44,826 43,719
Insurance Claims and Policy Benefits Paid (530,758) (444,573)
Underwriting, Acquisition and Insurance Operating
Costs Paid (253,703) (243,241)
Interest Paid (9,805) (24,085)
Other Operating Costs Paid (26,983) (27,703)
Income Taxes (Paid) Recovered (13,101) 1,146
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Net Cash Provided by Operating Activities 81,465 141,225
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INVESTING ACTIVITIES:
Purchases of:
Fixed Maturities Available-for-Sale (407,347) (465,192)
Fixed Maturities Held-to-Maturity (152,249) (45,375)
Equities (49,761) (53,217)
Other Investments (32,083) (220,645)
Maturities of Fixed Maturities Available-for-Sale 194,860 150,559
Maturities of Fixed Maturities Held-to-Maturity 10,483 2,724
Sales of:
Fixed Maturities Available-for-Sale 277,070 91,969
Fixed Maturities Held-to-Maturity -- --
Equities 45,508 43,406
Other Investments 13,014 28,133
Net Decrease in Short-Term Investments 20,619 13,124
Finance Receivables Originated or Acquired (77,847) (84,101)
Principal Payments Received on Finance Receivables 54,650 53,266
Other (16,347) (13,634)
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Net Cash Used in Investing Activities (119,430) (498,983)
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FINANCING ACTIVITIES:
Funds Received Under Deposit Contracts 184,994 303,994
Return of Funds Held Under Deposit Contracts (191,088) (179,445)
Proceeds from Notes and Mortgage Borrowings -- 198,930
Repayment of Notes and Mortgage Borrowings (49,764) (645)
Net Proceeds from Short-Term Borrowings 115,677 48,944
Common Stock Reacquired (5,510) (2,139)
Dividends Paid to Stockholders (33,387) (30,848)
Other 2,496 2,278
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Net Cash Provided by Financing Activities 23,418 341,069
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Net Decrease in Cash (14,547) (16,689)
Cash at the Beginning of Period 65,477 63,504
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Cash at the End of Period $ 50,930 $ 46,815
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(continued)
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SAFECO CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(In Thousands) (continued)
Three Months Ended
March 31
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1996 1995
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Net Income $110,703 $ 65,210
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Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Realized Investment Gain (32,723) (5,278)
Depreciation and Amortization 16,344 11,332
Amortization of Fixed Maturity Investments (9,458) (7,661)
Deferred Income Tax Benefit (1,336) (6,143)
Interest Expense on Deposit Contracts 114,081 108,333
Other Adjustments (337) 2,882
Changes in:
Losses and Adjustment Expense (46,021) 28,984
Unearned Premiums (1,738) 1,190
Life Policy Liabilities (4,285) 1,422
Accrued Income Taxes 23,136 17,775
Accrued Interest on Accrual Bonds (9,742) (8,980)
Accrued Investment Income (3,704) 3,956
Deferred Policy Acquisition Costs 2,812 (3,902)
Other Assets and Liabilities (76,267) (67,895)
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Total Adjustments (29,238) 76,015
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Net Cash Provided by Operating Activities $ 81,465 $141,225
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SAFECO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
SAFECO Corporation
Our net income for the first quarter was $110.7 million or $0.88 per share,
compared with $0.52 per share for the first quarter of 1995. If we exclude
realized gain from investments, our net income was $0.71 per share, compared
with $0.49 per share in 1995.
The following summarized financial information sets forth the contributions of
each business segment to our consolidated income.
THREE MONTHS ENDED
MARCH 31
1996 1995
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
- - -----------------------------------------------------------------------------------------------------
Income (Loss) before Realized Gain and Income Taxes:
Property and Casualty Insurance:
Underwriting Gain (Loss) $ 2,095 $(37,376)
Net Investment Income 71,139 72,451
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Total Property and Casualty 73,234 35,075
Life and Health Insurance 32,009 31,814
Real Estate 2,853 2,464
Credit 4,057 2,385
Asset Management 2,696 1,653
Corporate (2,038) (2,543)
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Total 112,811 70,848
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Realized Gain (Loss), before Tax, from:
Security Investments 32,760 5,146
Real Estate Investments (37) 132
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Total 32,723 5,278
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Income before Income Taxes 145,534 76,126
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Provision for Income Taxes on:
Income before Realized Gain 23,614 9,262
Realized Gain 11,217 1,654
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Total 34,831 10,916
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Net Income $110,703 $ 65,210
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Net Income Per Share of Common Stock $ .88 $ .52
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Note: Amounts per share are adjusted to reflect the December 1995 2-for-1 stock
split.
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SAFECO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Property and Casualty Insurance
Property and casualty operations for the first quarter of 1996 produced pretax
income of $73.2 million before realized gain from investments, compared with
$35.1 million a year ago. The company had an underwriting profit of $2.1
million, compared with a loss of $37.4 million for the first quarter last year.
First quarter catastrophe claims were $17 million, compared with $46 million for
the first quarter of 1995. The prior year amount includes a $25 million increase
in the estimated cost of claims from the January, 1994 Northridge earthquake. In
the Statement of Consolidated Cash Flows, Net Cash Provided by Operating
Activities is lower in the first quarter of 1996 compared with the first quarter
of 1995 primarily due to higher claims payments in the first quarter of 1996.
These higher claims payments reflect catastrophe losses incurred in 1994 and
1995 and paid in the first quarter of 1996. The combined loss and expense ratio
was 99.6 for the quarter, compared with 107.1 a year ago. First quarter
investment income was $71.1 million, down 2% compared with the first quarter
last year, primarily as a result of the relatively low interest rate
environment.
Personal auto, our largest line, reported an underwriting profit of $8.1 million
for the first quarter, compared with a profit of $2.8 million in the first
quarter a year ago. The average cost of claims continues to increase at less
than a 5% annual rate.
Homeowners had an underwriting loss of $21.8 million for the first quarter,
compared with a loss of $17.9 million for the first quarter of 1995. Catastrophe
claims for this line were $12 million, compared with $15 million during the
first quarter a year ago. We continue to pursue additional premium for this
coverage through a combination of higher prices and proper insurance to value.
Other personal lines, which provide coverage for earthquake, dwelling fire,
inland marine, and boats, produced an underwriting profit of $3.7 million for
the quarter. This compares with a $23.2 million loss for the same quarter last
year, which included the increase in the estimated cost of the Northridge
earthquake.
Commercial lines had a very good first quarter reporting an underwriting profit
of $5.8 million. By comparison, commercial lines reported a profit of $4.3
million last quarter and a loss of $3.2 million in the first quarter last year.
These strong results reflect our target marketing initiatives, a focus on
efficient operations and our ability to deliver value-added services to
customers.
Surety continues to produce excellent results for both commercial and contract
bond business. The profit for this line was $6.6 million for the first quarter,
compared with a profit of $4.8 million for the same quarter a year ago.
Premiums written for the first three months increased 4% over a year ago with
personal lines up 5% and commercial lines up 1%.
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SAFECO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Life and Health Insurance
Our life and health insurance operations produced a pretax profit, before
realized gain from investments, of $32.0 million for the first quarter of 1996.
This compares with $31.8 million for the same period last year.
The annuity and retirement services lines' combined first quarter earnings were
$12.9 million, equivalent to the $12.8 million reported for the first quarter of
1995. Annuity and retirement services assets under management now exceed $9
billion. Group insurance earnings declined to $2.8 million for the first
quarter, compared with $3.5 million for the same period last year. The group
line continues to be pressured by highly competitive market conditions and
fluctuating life and medical claims.
Real Estate
SAFECO Properties' pretax income was $2.9 million for the first quarter of 1996,
compared with $2.5 million in 1995 as our retail and medical real estate
properties continue to produce solid operating results.
Construction and leasing for our 1.4 million square-foot, mixed-use development
in Redmond, Washington is progressing well as we target a spring 1997 opening
date. Additionally, we have begun several value enhancement activities on
existing properties and are proceeding with development for two new medical real
estate properties.
Credit
SAFECO Credit Company produced a pretax profit of $4.1 million for the first
quarter of 1996, compared with $2.4 million in the first quarter of 1995. Higher
loan and lease outstandings, continued very favorable bad debt experience and
relatively stable interest rates were contributing elements to these results.
Non-affiliate receivables and operating leases reached $825 million at March 31,
1996, an 11% annualized increase from December, 1995.
SAFECO Credit's summarized financial information is as follows (in thousands):
MARCH 31 DECEMBER 31
1996 1995
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Finance Receivables $761,417 $741,177
Others Assets 196,829 141,873
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Total Assets $958,246 $883,050
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Credit Company Borrowings $728,350 $614,270
Other Liabilities 131,220 172,155
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Total Liabilities $859,570 $786,425
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THREE MONTHS ENDED MARCH 31
1996 1995
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Revenues $ 19,848 $ 16,418
Expenses 15,791 14,033
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Income before Income Taxes 4,057 2,385
Provision for Income Taxes 1,451 773
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Net Income $ 2,606 $ 1,612
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SAFECO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Asset Management
The pretax income from our investment management operations for the first three
months of 1996 was $2.7 million, compared with $1.6 million last year. The
higher earnings were due to increased assets under management as well as gains
from a one-time sale of long-term assets. Assets under management are
approximately $3.1 billion, a 16% increase over March 31, 1995.
Additionally, in the first quarter we added three new funds to our no-load
mutual fund product line: the SAFECO International Stock Fund, the SAFECO Small
Company Stock Fund, and the SAFECO Balanced Fund.
Investment Portfolios
The market value of our consolidated bond portfolio was $721 million in excess
of amortized cost at March 31, 1996, down from $1.4 billion at December 31,
1995. This decline reflects the weakness in the bond market during the first
quarter as a result of higher interest rates. However, these higher rates will
benefit our investment income in the future.
The market value of our equity securities was $549 million in excess of cost at
March 31, 1996.
The financial markets were at or near all time highs at year end. Our realized
gain from investments was $32.7 million for the quarter. Calls and tenders
accounted for more than a third of these gains. Portfolio adjustments to improve
asset/liability matching and portfolio yield accounted for the balance.
Stock Purchase Program
In February, 1996, the Board of Directors approved the continuation of the stock
purchase program and reauthorized a total accumulation of up to two million
shares, about 2% of our issued shares. At April 19, 1996, 115,000 shares have
been purchased.
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SAFECO CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Other-- Footnotes
The following additional footnote disclosure relates to new accounting
standards.
Nature of Operations and 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 impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying value. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of.
Statement 121 is effective for financial statements for fiscal years
beginning after December 15, 1995 and SAFECO adopted it in the first
quarter of 1996. Adoption did not affect net income.
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SAFECO CORPORATION
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule. (This exhibit is included only in
the electronic EDGAR filing version of this 10-Q. The
Financial Data Schedule is not a separate financial
statement but a schedule that summarizes certain standard
financial information extracted directly from the
financial statements in this filing.)
(b) Reports on Form 8-K:
No Forms 8-K were filed or required to be filed for any event during
the quarter ended March 31, 1996.
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