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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
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(Mark One)
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004 |
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OR |
[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission File Number 1-5955
JEFFERSON-PILOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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North Carolina
(State or Other Jurisdiction of
Incorporation or Organization) |
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100 North Greene Street,
Greensboro, North Carolina 27401
(Address of Principal
Executive Offices) |
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56-0896180
(I.R.S. Employer
Identification No.) |
Registrants Telephone Number, Including Area Code:
336-691-3000
Securities registered pursuant to Section 12(b) of the
Act:
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Name of Exchange(s) |
Title of Each Class |
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on Which Registered |
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Common Stock (Par Value $1.25) |
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New York, Midwest and
Pacific Stock Exchange |
Securities registered pursuant to Section 12(g) of the
Act: None
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 the filing requirements for at least the past
90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the
Act). Yes x No o
The aggregate market value of the voting and non-voting common
equity held by nonaffiliates of the registrant at June 30,
2004 was approximately $6.9 billion. At March 1, 2005,
136.6 million shares of the registrants common stock,
par value $1.25 per share, were outstanding.
Documents Incorporated by Reference
Portions of the definitive Proxy Statement to be filed for the
May 2, 2005 Annual Meeting of Shareholders are incorporated
by reference into Part III.
List of Exhibits appears on page E-1.
TABLE OF CONTENTS
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Page | |
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PART I |
ITEM 1.
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BUSINESS
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1 |
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ITEM 2.
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PROPERTIES
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5 |
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ITEM 3.
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LEGAL PROCEEDINGS
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5 |
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ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
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5 |
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EXECUTIVE OFFICERS OF THE REGISTRANT
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5 |
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PART II |
ITEM 5.
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MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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7 |
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ITEM 6.
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SELECTED FINANCIAL DATA
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8 |
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ITEM 7.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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11 |
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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48 |
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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49 |
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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93 |
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ITEM 9A.
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CONTROLS AND PROCEDURES
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93 |
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ITEM 9B.
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OTHER INFORMATION
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93 |
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PART III |
ITEM 10.
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DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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94 |
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ITEM 11.
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EXECUTIVE COMPENSATION
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94 |
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
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94 |
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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94 |
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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95 |
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PART IV |
ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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95 |
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Undertakings |
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95 |
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Signatures |
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96 |
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List of Financial Statements and Financial Statement Schedules,
followed by the Schedules |
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F-1 |
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List and Index of Exhibits, followed by Exhibits including
certifications |
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E-1 |
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PART I
(a) General
Development of Business
Jefferson-Pilot Corporation (JP) was incorporated in North
Carolina in 1968. While JP has broad powers to engage in
business, it is solely a holding company. Our principal
subsidiaries, which are wholly owned, are:
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Jefferson-Pilot Life Insurance Company (JP Life), |
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Jefferson Pilot Financial Insurance Company (JPFIC), |
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Jefferson Pilot LifeAmerica Insurance Company (JPLA), |
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Jefferson Pilot Securities Corporation, a non-clearing NASD
registered broker/dealer (with its subsidiaries, JPSC), and |
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Jefferson-Pilot Communications Company (with its subsidiaries,
JPCC). |
Through these and other subsidiaries, we primarily engage in the
business of writing life insurance policies, writing annuity
policies and selling other investment products, writing group
life, disability income and dental policies, operating radio and
television broadcasting facilities, and producing sports
programming. Greensboro, North Carolina is the center for most
operations, although a major base of operations in Concord, NH
serves JPFIC, JPLA and our broker/dealers, and we conduct the
group life, disability income and dental insurance operations
primarily in JPFICs offices in Omaha, Nebraska.
We provide further detail in Managements Discussion and
Analysis of Financial Condition and Results of Operations which
begins on page 11 (MD&A).
Over the past ten years we have made a number of acquisitions.
In May 1995, JP Life assumed certain life insurance and annuity
business of Kentucky Central Life Insurance Company (KCL) in an
assumption reinsurance transaction.
In October 1995, JP acquired Alexander Hamilton Life Insurance
Company of America (AH Life) and its subsidiary, First Alexander
Hamilton Life Insurance Company (FAHL), from a subsidiary of
Household International, Inc. With the acquisition, certain
blocks of the acquired business were 100% coinsured with
affiliates of Household.
Effective May 1, 1997, JP acquired JPFIC, its subsidiary
JPLA, and our principal broker/dealer, Jefferson Pilot
Securities Corporation, from The Chubb Corporation.
On December 30, 1999, JP acquired Guarantee Life Insurance
Company (GLIC) and its non-insurance affiliates.
On August 1, 2000, AH Life and GLIC merged into JPFIC.
On December 31, 2000, FAHL merged into JPLA. These mergers
reduced costs and improved efficiency in our insurance
operations.
In March 2004, JPFIC acquired substantially all of the U.S.
group life, disability income and dental insurance business of
The Canada Life Assurance Company.
(b) Financial
Information About Industry Segments
We present industry segment information in Note 15.
1
(c) Narrative
Description of Business
Revenues derived from the principal products and services of our
insurance subsidiaries and revenues from the Communications
segment for the past three years are as follows:
Revenues by Segment*
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2004 | |
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2003 | |
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2002 | |
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(In Millions) | |
Individual Products
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$ |
1,780 |
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$ |
1,774 |
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$ |
1,737 |
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Annuity and Investment Products
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718 |
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694 |
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686 |
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Benefit Partners
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1,202 |
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820 |
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698 |
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Communications
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239 |
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214 |
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208 |
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Corporate and Other
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163 |
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71 |
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77 |
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$ |
4,102 |
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$ |
3,573 |
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$ |
3,406 |
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* |
Revenues include net investment income earned on assets backing
insurance liabilities and line surplus for each reportable
segment. Corporate and Other revenues include $41, ($47) and
($22) of realized gains (losses) for 2004, 2003 and 2002. |
The following briefly describes our principal wholly-owned
subsidiaries, including their principal products and services,
markets and methods of distribution.
INSURANCE COMPANY SUBSIDIARIES
JP Life is domiciled in North Carolina and began business in
1903. It is authorized to write insurance in 49 states, the
District of Columbia, Guam, the Virgin Islands and Puerto Rico.
It primarily writes universal life insurance policies on an
individual basis, and individual non-variable annuities
including equity indexed annuities.
JPFIC has been domiciled in Nebraska since its redomestication
from New Hampshire in August 2000. It began business in 1903
through predecessor companies, and is authorized to write
insurance in 49 states, the District of Columbia, Guam, the
Virgin Islands and Puerto Rico. It principally writes universal
life, variable universal life and term insurance policies. JPFIC
also writes substantially all our group term life, disability
income and dental insurance.
JPLA, domiciled in New Jersey, began business in 1897. It is
authorized to write insurance in 50 states, the District of
Columbia and several U.S. possessions/territories. JPLA is
commercially domiciled in New York due to the large
percentage of its business in that state. It primarily writes
universal life, variable universal life and term insurance
policies, and non-variable annuities.
The former AH Life block of universal life insurance policies
and variable and non-variable annuities is now part of JPFIC.
The former FAHL block of non-variable annuities and universal
life insurance policies is now part of JPLA.
Individual Products. Our insurance subsidiaries offer
individual life insurance policies, primarily universal life and
variable universal life policies, as well as traditional life
products and level and decreasing term policies. On most
policies, accidental death and disability benefits are available
in the form of riders, and IRA riders also are available, as are
other benefits. We accept certain substandard risks at higher
premiums.
Our companies market individual life products through
independent general agents, independent national marketing
organizations, agency building general agents, our district
agency network, broker/dealers, banks and strategic alliances.
Annuity and Investment Products. Our insurance
subsidiaries offer annuity and investment products. They market
through most of the distribution channels discussed above and
through investment professionals and annuity marketing
organizations. Our broker/dealers market variable life insurance
written by our insurance subsidiaries, and also sell other
securities and mutual funds.
2
Benefit Partners. JPFIC offers group term life,
disability income and dental insurance, which is sold through
regional group offices throughout the U.S., marketing to
employee benefit brokers, third-party administrators and
employee benefit firms.
Other Information Regarding Insurance Company Subsidiaries
Regulation. Insurance companies are subject to regulation
and supervision in all the states where they do business.
Generally the state supervisory agencies have broad
administrative powers relating to granting and revoking licenses
to transact business, licensing agents, approving forms of
policies used, regulating trade practices and market conduct,
the form and content of required financial statements, reserve
requirements, permitted investments, approval of dividends and,
in general, the conduct of all insurance activities.
Insurance companies also must file detailed annual reports on a
statutory accounting basis with the state supervisory agencies
where each does business. See Note 11 regarding statutory
accounting principles, including differences from GAAP
accounting. These agencies may examine the business and accounts
at any time. Under the rules of the National Association of
Insurance Commissioners (NAIC) and state laws, the
supervisory agencies of one or more states examine a company
periodically, usually at three to five year intervals.
Various states, including Nebraska, New Jersey, New York and
North Carolina, have enacted insurance holding company
legislation. Our insurance subsidiaries have registered as
members of an insurance holding company system under
applicable laws. Most states require prior approval by state
insurance regulators of transactions with affiliates, including
dividends by insurance subsidiaries above specified limits, and
of acquisitions of insurance companies.
Risk-based capital requirements and state guaranty fund laws are
discussed in MD&A.
Competition. Our insurance subsidiaries operate in a
highly competitive field which consists of a large number of
stock, mutual and other types of insurers. Consolidation among
producers and increasingly larger marketing organizations has
heightened competition among insurance manufacturers who compete
to distribute their products through these channels.
Certain insurance and annuity products also compete with other
investment vehicles. Marketing of annuities and other competing
products by banks and other financial institutions has
increased. Our broker/dealers also operate in a highly
competitive environment. Existing tax laws affect the taxation
of life insurance and many competing products. Various changes
and proposals for changes have been made in income and estate
tax laws, some of which could adversely affect the taxation of
certain products or their use as retirement or estate planning
vehicles, or create new tax favored competing products, and thus
impact our marketing and the volume of our policies surrendered.
Employees. As of December 31, 2004, our insurance
operations including our broker/dealer employed approximately
3,000 persons and contracted with another approximately 600
agency building general agents (career agents) and home service
agents who are statutory employees for FICA purposes.
Substantially all of these employees are payrolled with JP Life
and costs are allocated to affiliates under various service
agreements that have been approved by state insurance regulators.
COMMUNICATIONS
JPCC owns and operates three television stations and operates 18
radio stations as well as Jefferson-Pilot Sports, a sports
production and syndication business.
Television Operations
WBTV, Channel 3, Charlotte, NC, is affiliated with CBS
under a Network Affiliation Agreement expiring on May 31,
2011. WWBT, Channel 12, Richmond, VA, is affiliated with
NBC under a Network Affiliation Agreement expiring
December 31, 2011. WCSC, Channel 5, Charleston, SC, is
affiliated with CBS under a Network Affiliation Agreement
expiring on May 31, 2011. Absent cancellation by either
party, each of these Agreements will be renewed for successive
five-year periods.
3
Radio Operations
JPCC owns and operates one AM and one FM station in Atlanta, GA,
one AM and two FM stations in Charlotte, NC, two AM and three FM
stations in Denver, CO and one AM and two FM stations in Miami,
FL. In San Diego, CA, JPCC owns and operates three FM stations,
owns one AM station now operated by a third party under a local
marketing agreement (LMA) and operates one FM station under an
LMA with the stations owner.
JP Sports
JP Sports principal business is to produce and syndicate
broadcasts of Atlantic Coast Conference (ACC) and Southeastern
Conference (SEC) football and basketball events. The contracts
with the leagues were renewed in 2001 and extend through 2005
for ACC football and through 2006 with an option through 2011
for ACC basketball, and through 2009 for the SEC. Raycom Sports
is an equal partner in the contract for ACC basketball. An
agreement in principle has been reached with the ACC to modify
the existing arrangement as a result of the expansion of the
Conference. Among other modifications to the agreement, football
will be extended beyond 2005 and Raycom Sports will become an
equal partner in ACC football. We discuss the commitments under
these contracts in MD&A and in Note 18.
Other Information Regarding Communications Companies
Competition. Our radio and television stations compete
for programming, talent and revenues with other radio and
television stations as well as with other advertising and
entertainment media, including direct distribution cable and
satellite television and direct transmission radio. JP Sports
competes with other vendors of similar products and services.
Employees. As of December 31, 2004, JPCC employed
approximately 775 persons full time.
Federal Regulation. Television and radio broadcasting
operations are subject to the jurisdiction of the Federal
Communications Commission (FCC) under the
Communications Act of 1934, as amended (the Act).
The Act empowers the FCC to issue, renew, revoke or modify
broadcasting licenses, assign frequencies, determine the
locations of stations, regulate the equipment used by stations,
establish areas to be served, adopt necessary regulations, and
impose certain penalties for violation of the regulations. The
Act and present regulations prohibit the transfer of a license
or of control of a licensee without prior approval of the FCC;
restrict in various ways the common and multiple ownership of
broadcast facilities; restrict alien ownership of licenses; and
impose various other strictures on ownership and operation.
Broadcasting licenses are granted for a period of eight years
for both television and radio and, in the absence of adverse
claims as to the licensees qualifications or performance,
will normally be renewed by the FCC for an additional term.
Renewals of some of our licenses are pending. See the
Communications section in MD&A for more discussion about
license renewals.
(d) Foreign
Operations
All our operations are conducted within the United States. We
occasionally make fixed income investments outside the U.S. for
our investment portfolio.
(e) Available
Information
JP makes available free of charge on or through our Internet
website (http://www.jpfinancial.com) JPs annual report on
Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as soon as reasonably
practicable after JP electronically files this material with, or
furnishes it to, the Securities and Exchange Commission.
(f) Risk Factors
Our businesses and our investments are subject to a number of
risks, which are discussed in MD&A.
4
JP Life owns its home office consisting of a 20-story building
and an adjacent 17-story building in downtown Greensboro, NC.
These buildings house insurance operations and provide space for
commercial leasing. JP Life also owns a supply and printing
facility, a parking deck and a computer center, all located on
nearby properties.
JPFIC, JPLA and our broker/dealers conduct operations in
Concord, NH in two buildings on approximately 196 acres owned by
JPFIC. A portion of one building is available for commercial
leasing.
JPFIC conducts operations in Omaha, NE in three buildings on its
11 acre campus. Portions of two buildings are leased to others.
It also conducts some group operations in leased space in
Atlanta, GA.
Subsidiaries lease insurance sales and broker/dealer office
space in various jurisdictions.
JPCC owns its three television studios and office buildings,
owns most of its radio studios and offices, and owns or leases
the towers supporting its radio and television antennas.
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Item 3. |
Legal Proceedings |
JP Life, as successor to Pilot Life Insurance Company, is a
defendant in a proposed class action suit, Thorn v.
Jefferson-Pilot Life Insurance Company, filed
September 11, 2000 in the United States District Court in
Columbia, SC. The complaint alleges that Pilot Life and its
successors decades ago unfairly discriminated in the sale of
certain small face amount life insurance policies and that these
policies were unreasonably priced. The suit alleges fraudulent
inducement, constructive fraud, and negligence in the marketing
of these policies. The plaintiffs seek unspecified compensatory
and punitive damages, costs and equitable relief. On
December 2, 2004, the court issued an order denying
Thorns motion to certify a class. The Fourth Circuit Court
of Appeals has agreed to hear Plaintiffs interlocutory
appeal. While management is unable to estimate the probability
or the range of any possible loss, management believes that our
practices have complied with state insurance laws, and JP Life
intends to vigorously defend the claims asserted.
JP and its subsidiaries are involved in other legal and
administrative proceedings and claims of various types,
including several proposed class action suits in addition to
those noted above. Some suits include claims for punitive
damages. Because of the considerable uncertainties that exist,
we cannot predict the outcome of pending or future litigation.
Based on consultation with our legal advisers, management
believes that resolution of pending legal proceedings will not
have a material adverse effect on our financial position or
liquidity, but could have a material adverse effect on the
results of operations for a specific period.
Environmental Proceedings. We have no material
administrative proceedings involving environmental matters.
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Item 4. |
Submission of Matters to a Vote of Securities
Holders |
None.
Executive Officers of the Registrant
Dennis R. Glass, 55, President and Chief Executive Officer
since March 1, 2004, and previously President and Chief
Operating Officer since November 2001, joined JP in 1993. He was
Executive Vice President, Chief Financial Officer and Treasurer
from 1993 to November 2001. Previously, he was Executive Vice
President and CFO of Protective Life Corporation, and earlier,
of the Portman Companies.
Robert D. Bates, 63, became an Executive Vice President and
President Benefit Partners of JP effective with the
GLIC acquisition on December 30, 1999. He was President of
GLIC from 1989 until the August 2000 merger of GLIC into JPFIC,
and was Chairman, President and Chief Executive Officer of GLIC
and its publicly held parent, The Guarantee Life Companies Inc.,
until December 30, 1999.
5
Charles C. Cornelio, 45, has been Executive Vice
President Technology and Insurance Services since
February 9, 2004, and previously he was Senior Vice
President. He joined JP in 1997 when we acquired JPFIC from The
Chubb Corporation.
Mark E. Konen, 46, has been Executive Vice President
Life and Annuity Manufacturing since February 9, 2004, and
previously he was Senior Vice President and also served as
Corporate Actuary. He joined JP in 1994.
Warren H. May, 50, has been Executive Vice
President Marketing and Distribution since he joined
JP in October 2002. Mr. May joined Travelers Life
& Annuity Company in Hartford, CT in November 1995 as
Senior Vice President, leading the independent distribution
sales and marketing team for life and annuity products, as well
as the advanced sales attorneys, advertising/promotion
professionals and technology support staff. Mr. May later
assumed expanded responsibility including offshore life and
qualified plan marketing. In his last role at Travelers he
served as Chief Executive Officer of Travelers Life Distributors
and Chairman of Tower Square Securities, Inc., Travelers
independent broker dealer.
Donald L. McDonald, 42, has been Executive Vice President and
Chief Investment Officer since he joined JP in November 2004. He
was Executive Vice President and Chief Investment Officer of
Conning Asset Management from 1991 to 2001.
Theresa M. Stone, 60, has been Chief Financial Officer of
JP since November 2001, and also has been Executive Vice
President of JP and President of JPCC since July 1, 1997.
She also served as JPs Treasurer to May 2004 from November
2001. Previously she was President and Chief Executive Officer
of JPFIC, and also was Executive Vice President of The Chubb
Corporation to May 1997 when we acquired JPFIC.
There are no agreements or understandings between any executive
officer and any other person pursuant to which such executive
officer was or is to be selected as an officer. Executive
officers hold office at the will of the Board, subject for
Mr. Glass to his rights under his employment agreement
listed as an exhibit to this Form 10-K.
6
PART II
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Item 5. |
Market for Registrants Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities |
(a) Market Information. JP common stock principally
trades on the New York Stock Exchange. Quarterly composite tape
trading ranges have been:
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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2000 | |
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High | |
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Low | |
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High | |
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Low | |
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High | |
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Low | |
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High | |
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Low | |
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High | |
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Low | |
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First Quarter
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55.08 |
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48.97 |
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40.93 |
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35.75 |
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53.00 |
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45.23 |
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49.67 |
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41.00 |
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45.42 |
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33.25 |
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Second Quarter
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56.39 |
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47.40 |
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43.20 |
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38.34 |
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52.99 |
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45.07 |
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49.25 |
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44.07 |
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46.46 |
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36.88 |
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Third Quarter
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50.20 |
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47.01 |
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46.57 |
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41.21 |
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47.50 |
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36.75 |
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49.00 |
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38.00 |
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47.21 |
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37.83 |
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Fourth Quarter
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52.64 |
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46.56 |
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50.72 |
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44.55 |
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45.21 |
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36.35 |
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46.90 |
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41.15 |
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50.58 |
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39.33 |
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(b) Holders. As of March 1, 2005, our stock was
owned by 8,560 shareholders of record, and a much larger
number of street name holders.
(c) Dividends. They are shown in Item 6 below
on page 8. Dividends to the Registrant from its insurance
subsidiaries are subject to state regulation, as more fully
described in MD&A.
(d) Issuer Purchases of Equity Securities.
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Total | |
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|
|
Total Number of | |
|
Maximum Number of | |
|
|
Number of | |
|
|
|
Shares Purchased | |
|
Shares that May Yet Be | |
|
|
Shares | |
|
Average Price | |
|
as Part of Publicly | |
|
Purchased Under the | |
Period |
|
Purchased | |
|
Paid per Share | |
|
Announced Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
October 131, 2004
|
|
|
0 |
|
|
$ |
0.00 |
|
|
|
0 |
|
|
|
4,071,000 |
|
November 130, 2004
|
|
|
0 |
|
|
$ |
0.00 |
|
|
|
0 |
|
|
|
4,071,000 |
|
December 131, 2004
|
|
|
0 |
|
|
$ |
0.00 |
|
|
|
0 |
|
|
|
4,071,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for Quarter
|
|
|
0 |
|
|
$ |
0.00 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have an ongoing authorization from our Board of Directors to
repurchase shares of Jefferson Pilots common stock in the
open market or in negotiated transactions. The Board
periodically has refreshed this authorization, to
5.0 million shares on February 9, 2004 and most
recently to 5.0 million shares on May 24, 2004, and in
each case we announced the Boards action in a press
release.
In addition, two other types of Jefferson Pilot common stock
transactions periodically take place that the SEC staff has
suggested be reported here.
|
|
|
|
1. |
A Rabbi Trust buys shares with directors fee deferrals and
with dividends received on shares held in the Trust. This
arrangement is disclosed in our proxy statement. Trust purchases
in the fourth quarter 2004 were: October, none; November, 3,549
shares, average price $48.61; and December, 493 shares,
average price $50.13. |
|
|
2. |
Under our stock option plans, an optionee may exercise options
by certifying to JP that the optionee owns sufficient JP common
shares to pay the exercise price for the option shares being
exercised. We then issue to the optionee common shares equal to
the spread (profit) on the exercise, less required
withholding taxes if the optionee so designates. The number of
shares so used to pay option exercise prices in fourth quarter
2004 were: December, 80,460 shares, average price $52.26. |
7
|
|
Item 6. |
Selected Financial Data |
REVENUE BY SOURCES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In Millions) | |
Individual Products
|
|
$ |
1,780 |
|
|
$ |
1,774 |
|
|
$ |
1,737 |
|
|
$ |
1,682 |
|
|
$ |
1,664 |
|
Annuities and Investment Products
|
|
|
718 |
|
|
|
694 |
|
|
|
686 |
|
|
|
647 |
|
|
|
629 |
|
Benefit Partners
|
|
|
1,202 |
|
|
|
820 |
|
|
|
698 |
|
|
|
602 |
|
|
|
537 |
|
Communications
|
|
|
239 |
|
|
|
214 |
|
|
|
208 |
|
|
|
195 |
|
|
|
206 |
|
Corporate and Other
|
|
|
122 |
|
|
|
118 |
|
|
|
99 |
|
|
|
130 |
|
|
|
134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before investment gains (losses) and cumulative
effect of change in accounting principle
|
|
|
4,061 |
|
|
|
3,620 |
|
|
|
3,428 |
|
|
|
3,256 |
|
|
|
3,170 |
|
Realized investment gains (losses)
|
|
|
41 |
|
|
|
(47 |
) |
|
|
(22 |
) |
|
|
66 |
|
|
|
102 |
|
Cumulative effect of change in accounting for derivative
instruments (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
$ |
4,102 |
|
|
$ |
3,573 |
|
|
$ |
3,406 |
|
|
$ |
3,324 |
|
|
$ |
3,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME BY SOURCES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In Millions) | |
Individual Products
|
|
$ |
302 |
|
|
$ |
309 |
|
|
$ |
293 |
|
|
$ |
295 |
|
|
$ |
287 |
|
Annuities and Investment Products
|
|
|
76 |
|
|
|
85 |
|
|
|
80 |
|
|
|
75 |
|
|
|
78 |
|
Benefit Partners
|
|
|
71 |
|
|
|
51 |
|
|
|
48 |
|
|
|
44 |
|
|
|
33 |
|
Communications
|
|
|
54 |
|
|
|
46 |
|
|
|
40 |
|
|
|
34 |
|
|
|
41 |
|
Corporate and Other
|
|
|
33 |
|
|
|
32 |
|
|
|
4 |
|
|
|
20 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment results (3)
|
|
|
536 |
|
|
|
523 |
|
|
|
465 |
|
|
|
468 |
|
|
|
445 |
|
Realized investment gains (losses), net of taxes
|
|
|
27 |
|
|
|
(31 |
) |
|
|
(15 |
) |
|
|
44 |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effects of changes in accounting
principles
|
|
|
563 |
|
|
|
492 |
|
|
|
450 |
|
|
|
512 |
|
|
|
512 |
|
Cumulative effect of change in accounting for derivative
instruments, net of taxes (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes (2)
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
$ |
513 |
|
|
$ |
512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Effective January 1, 2001, the Company adopted
SFAS Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities, as
amended. |
|
(2) |
Effective January 1, 2004, the Company adopted
SOP 03-1, Accounting and Reporting by Insurance
Enterprises for Certain Nontraditional Long-Duration Contracts
and for Separate Accounts. |
|
(3) |
Reportable segment results is a non-GAAP measure. See discussion
in the MD&A under the section heading, Results by
Business Segment. Effective January 1, 2002, the
Company ceased amortization of goodwill as a result of the
adoption of a new accounting standard (See Note 2). |
8
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SUMMARY OF SELECTED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In Millions Except Share and Per Share Information) | |
Income before cumulative effects of changes in accounting
principles
|
|
$ |
563 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
$ |
512 |
|
|
$ |
512 |
|
Cumulative effect of change in accounting for derivative
instruments, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
$ |
513 |
|
|
$ |
512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effects of changes in accounting
principles
|
|
$ |
4.08 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
|
$ |
3.37 |
|
|
$ |
3.31 |
|
Cumulative effect of change in accounting for derivative
instruments, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01 |
|
|
|
|
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3.96 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
|
$ |
3.38 |
|
|
$ |
3.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share information assuming dilution:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effects of changes in accounting
principles
|
|
$ |
4.04 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
|
$ |
3.33 |
|
|
$ |
3.28 |
|
Cumulative effect of change in accounting for derivative
instruments, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01 |
|
|
|
|
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3.92 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
|
$ |
3.34 |
|
|
$ |
3.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared on common stock
|
|
$ |
208 |
|
|
$ |
187 |
|
|
$ |
175 |
|
|
$ |
166 |
|
|
$ |
152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share
|
|
$ |
1.52 |
|
|
$ |
1.32 |
|
|
$ |
1.20 |
|
|
$ |
1.12 |
|
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter
|
|
$ |
0.33 |
|
|
$ |
0.30 |
|
|
$ |
0.28 |
|
|
$ |
0.25 |
|
|
$ |
0.22 |
|
|
Second quarter
|
|
|
0.38 |
|
|
|
0.33 |
|
|
|
0.30 |
|
|
|
0.28 |
|
|
|
0.25 |
|
|
Third quarter
|
|
|
0.38 |
|
|
|
0.33 |
|
|
|
0.30 |
|
|
|
0.28 |
|
|
|
0.25 |
|
|
Fourth quarter
|
|
|
0.38 |
|
|
|
0.33 |
|
|
|
0.30 |
|
|
|
0.28 |
|
|
|
0.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1.47 |
|
|
$ |
1.29 |
|
|
$ |
1.18 |
|
|
$ |
1.07 |
|
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding (thousands)
|
|
|
137,999 |
|
|
|
141,795 |
|
|
|
146,847 |
|
|
|
151,915 |
|
|
|
154,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
35,105 |
|
|
$ |
32,696 |
|
|
$ |
30,619 |
|
|
$ |
29,005 |
|
|
$ |
27,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt and junior subordinated debentures
|
|
$ |
1,097 |
|
|
$ |
963 |
|
|
$ |
762 |
|
|
$ |
756 |
|
|
$ |
853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
$ |
3,934 |
|
|
$ |
3,806 |
|
|
$ |
3,540 |
|
|
$ |
3,391 |
|
|
$ |
3,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity per share of common stock
|
|
$ |
28.75 |
|
|
$ |
27.07 |
|
|
$ |
24.79 |
|
|
$ |
22.61 |
|
|
$ |
20.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: All share information has been restated to reflect the
April 2001
3-for-2 stock split, effected in the form of a stock dividend.
Cash dividends per share may not add due to rounding related to
the splits.
9
SUPPLEMENTAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In Millions) | |
Life Insurance In Force (Excludes Annuities):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traditional
|
|
$ |
37,649 |
|
|
$ |
40,583 |
|
|
$ |
41,570 |
|
|
$ |
41,185 |
|
|
$ |
43,083 |
|
Universal Life
|
|
|
98,751 |
|
|
|
96,369 |
|
|
|
91,675 |
|
|
|
89,054 |
|
|
|
89,741 |
|
Variable Universal Life
|
|
|
29,331 |
|
|
|
29,547 |
|
|
|
30,327 |
|
|
|
28,650 |
|
|
|
23,884 |
|
Benefit Partners
|
|
|
152,180 |
|
|
|
100,432 |
|
|
|
90,627 |
|
|
|
53,763 |
|
|
|
61,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Life Insurance In Force
|
|
$ |
317,911 |
|
|
$ |
266,931 |
|
|
$ |
254,199 |
|
|
$ |
212,652 |
|
|
$ |
218,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Premiums on a SFAS 60 Basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Year Life (Note)
|
|
$ |
757 |
|
|
$ |
834 |
|
|
$ |
821 |
|
|
$ |
918 |
|
|
$ |
517 |
|
Renewal and Other Life
|
|
|
1,228 |
|
|
|
1,106 |
|
|
|
1,059 |
|
|
|
1,061 |
|
|
|
1,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Insurance
|
|
|
1,985 |
|
|
|
1,940 |
|
|
|
1,880 |
|
|
|
1,979 |
|
|
|
1,579 |
|
Accident and Health (including premium equivalents)
|
|
|
742 |
|
|
|
533 |
|
|
|
445 |
|
|
|
382 |
|
|
|
351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Life Insurance Premiums
|
|
$ |
2,727 |
|
|
$ |
2,473 |
|
|
$ |
2,325 |
|
|
$ |
2,361 |
|
|
$ |
1,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annuity Premiums on a SFAS 60 Basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Annuity
|
|
$ |
1,265 |
|
|
$ |
815 |
|
|
$ |
1,051 |
|
|
$ |
1,497 |
|
|
$ |
1,273 |
|
Variable Annuity (including separate accounts)
|
|
|
7 |
|
|
|
11 |
|
|
|
26 |
|
|
|
59 |
|
|
|
127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Annuity Premiums
|
|
$ |
1,272 |
|
|
$ |
826 |
|
|
$ |
1,077 |
|
|
$ |
1,556 |
|
|
$ |
1,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Product Sales
|
|
$ |
4,780 |
|
|
$ |
3,258 |
|
|
$ |
2,904 |
|
|
$ |
2,803 |
|
|
$ |
3,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Broadcast Cash Flow
|
|
$ |
108 |
|
|
$ |
92 |
|
|
$ |
85 |
|
|
$ |
74 |
|
|
$ |
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: First year life premiums include single premiums.
10
|
|
Item 7. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Managements Discussion and Analysis of Financial Condition
and Results of Operations analyzes the consolidated financial
condition, changes in financial position and results of
operations for the three years ended December 31, 2004, of
Jefferson-Pilot Corporation and consolidated subsidiaries. The
discussion should be read in conjunction with the Consolidated
Financial Statements and Notes. All dollar amounts are in
millions except share and per share amounts. All references to
Notes are to Notes to the Consolidated Financial Statements.
Company Profile
Jefferson-Pilot Corporation (JP) is a holding company whose
financial services and broadcasting subsidiaries provide
products and services in four major businesses: 1) life
insurance; 2) annuities and investment products;
3) group life, disability and dental insurance; and
4) broadcasting and sports programming production.
Our principal life insurance subsidiaries are Jefferson-Pilot
Life Insurance Company (JP Life), Jefferson Pilot Financial
Insurance Company (JPFIC) and its wholly owned subsidiary,
Jefferson Pilot LifeAmerica Insurance Company (JPLA).
Jefferson-Pilot Communications Company (JPCC) and its
wholly owned subsidiaries conduct our broadcasting operations.
Jefferson Pilot Securities Corporation (with related entities,
JPSC) is a registered non-clearing broker/dealer that sells
mutual funds, affiliated and non-affiliated variable life and
annuity products and other investment products.
In our three financial services segments, effective investment
management and asset/liability management are important to our
financial position and results of operations. Interest spread,
which represents the difference between interest earned on our
investments and interest credited to policyholder funds, is a
key component of our results for individual life insurance and
annuities products. The earned rate on our investment portfolio
has declined steadily in recent years as a result of a decline
in the general interest rate environment. We believe that the
historically low interest rate levels that we have experienced
will continue to challenge our earnings progression. Our
operating results also depend on the level of mortality
(death) and morbidity (disability and health) costs we
incur. We attempt to address these factors through underwriting
risk selection and classification, by adjusting policyholder
crediting rates to achieve desired spread performance for our
individual life insurance and annuity products, by monitoring
claim and industry health care trend reports for our group
insurance products, and through a focus on conservative product
designs. Also, we record substantial intangible asset balances
because we defer commissions and expenses incurred in selling
new policies (deferred policy acquisition costs), and because of
acquisitions of in-force blocks of insurance (value of business
acquired and goodwill). The assumptions that we use in
accounting for these intangible assets are important to our
reported results. For a more complete explanation of these
important concepts, please see the Critical Accounting Policies
and Estimates, Investments and Market Risk Exposures sections of
this report. Due to competition from other financial services
providers, it is important that we achieve continuing
improvements in internal cost efficiencies in relation to
policies administered and assets under management.
Our Individual Products segment sells life insurance on
individuals, through which we underwrite the economic risks of
mortality and provide vehicles for the accumulation of
individual savings. We select and classify mortality risks
within a competitive marketplace and a highly regulated
industry. Because we earn revenues for accepting mortality
risks, the growth in face amount of insurance in force is a key
measure for a portion of our revenue growth. We further analyze
this segment by its two unique product types: UL-type products
and traditional products. UL-type products offered by this
segment include universal life (UL) and variable universal
life (VUL) products. UL-type product premiums may vary over
the life of the policy at the discretion of the policyholder, so
we do not recognize them as revenues when received, although
UL-type
11
premiums do increase assets and liabilities. We earn spreads
between interest earned and credited to policyholders from
aggregation and investment of policyholder funds. In managing
these spreads, we develop and maintain systems and skills that
are necessary to understand and mitigate credit and interest
rate risks. We also recognize revenues on UL-type products from
mortality, expense and surrender charges earned (policy
charges). Trends in policyholder fund balances and segment
assets are important measures when analyzing the development of
segment earnings.
Traditional products require the policyholder to pay scheduled
premiums over the life of the coverage. We recognize traditional
premium receipts as revenues and profits are expected to emerge
in relation thereto. Because of market preferences, we do not
currently offer new traditional products except for some term
life insurance.
Product development is important to growth in sales. We operate
within a competitive marketplace by offering products that
respond to demographic changes, the evolving financial needs of
our customers, and regulatory requirements. We currently sell
individual life insurance products designed to provide our
customers vehicles for wealth accumulation, mortality
protection, and a balance between those two objectives. Because
this segment issues long-duration contracts, sales results may
not materially impact current period profitability, but
longer-term sales trends are an important indicator of future
growth in earnings.
Our Annuity and Investment Product (AIP) segment
primarily offers our proprietary fixed annuity products. We also
sell mutual funds and other investment products through our
broker/dealer. We earn interest spreads and policy charges on
our annuity products, and recognize revenues from concession
income earned on investment product sales by our broker/dealer.
The principal source of segment results is investment spreads on
policyholder fund balances. Investment selection and matching of
interest rate risk profiles of investments to those of
policyholder fund balances are critical to achieving successful
results within this segment. In recent years, historically low
interest rates have reduced the margin between rates we credit
to policyholder accounts and those that are guaranteed under
contractual provisions, which limits our ability to reduce
crediting rates. We have responded to that exposure through
innovative product designs that reduce spreads required to
achieve desired returns. Because we derive a majority of our
earnings from spread management activities, trends in
policyholder fund balances and effective investment spreads
earned are both important drivers of segment results.
Product development activities are important to providing
appropriate products to a highly competitive marketplace. We
have introduced new products with fixed-interest and
equity-index components over the last two years that have
contributed to improving sales trends. With careful hedging of
the economic risk of equity-index components, these products
impact our earnings similarly to fixed-interest products. Sales
of traditional fixed-interest, multi-year guarantee products
declined in the two most recent years because of competition
from other financial services products within a declining
interest rate environment. New fixed annuity premium sales and
surrenders of existing policies are both key indicators of
trends in policyholder fund balances.
Our Benefit Partners segment insures individuals for
mortality, morbidity and dental costs under master group
insurance contracts with employers. This segment offers various
forms of contributory and noncontributory plans, as well as
supplemental contracts. Most of our group contracts are sold to
employers with fewer than 500 employees. We select and classify
risks within a competitive marketplace based on group
characteristics, applying actuarial science and group
underwriting practices. We may adjust premiums charged for
insuring group risks, usually on an annual basis, in relation to
evolving group characteristics and subject to policyholder
acceptance.
Insurance products offered by this segment to the employer
marketplace include group non-medical products, principally term
life, disability and dental insurance. As these are traditional
products, we recognize premium receipts from this segment as
revenues and profits are expected to emerge in proportion to the
revenue recognized. Because group underwriting risks may change
over time, management focuses on trends in loss ratios to
compare actual experience with pricing expectations. Also,
expense ratios are an important factor in profitability since
group insurance contracts are offered within an environment that
competes on the basis of price and service. Reported sales
relate to long-duration contracts sold to new policyholders. The
trend in sales is an important indicator of development of
business in force over time.
12
Effective March 1, 2004, we acquired substantially all of
the U.S.-based group life, disability and dental business of The
Canada Life Assurance Company, an indirect subsidiary of
Great-West Lifeco Inc, via a reinsurance transaction. As a
result of this acquisition, we are positioned with approximately
$1 billion of annual group life, disability and dental premiums.
See Note 1 for further discussion of the details of this
transaction.
Our Communications segment consists of radio and
television broadcasting operations located in selected markets
in the Southeastern and Western United States, and sports
program production. We generate revenues for this segment
through advertising, sales of programming rights and other
programming compensation.
Management evaluates the performance of our broadcast stations
using a number of metrics including audience levels (ratings),
growth in audiences, revenue growth, relative share of market
revenues, and operating efficiencies, with the ultimate goal of
achieving growth in broadcast cash flow. We focus our efforts at
the local level, combining sound business practices with service
to the community. We monitor each stations product through
market research and tailor the product to our target
audiences tastes and listening/viewing habits. We attempt
to maximize revenues and increase revenue share by focusing on
management of commercial inventory and pricing. We achieve
operating efficiencies by exercising tight expense control at
both the local and corporate levels. FCC licenses, which are
required for operations, are subject to periodic renewal.
Intangible assets related to FCC licenses that are recognized in
our financial statements are included within other assets in our
consolidated balance sheets.
Our Corporate and Other segment contains the activities
of the parent company and passive investment affiliates, surplus
of the life insurance subsidiaries not allocated to other
segments, financing expenses on corporate debt, strategic
initiatives intended to benefit the entire company, and federal
and state income taxes not otherwise allocated to business
segments. We include all realized gains and losses on
investments in the Corporate and Other segment, and hold all
defaulted securities in this segment. Realized investment gains
are gains and losses on sales and write downs of investments,
and although these are included in revenues and income, we
exclude them in assessing the performance of our business
segments.
The Companys business segments, operating results, risks
and opportunities are discussed in further detail in the
sections that follow.
Our segments revenues as a percentage of total revenues,
excluding realized gains and losses, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Individual Products
|
|
|
44 |
% |
|
|
50 |
% |
|
|
52 |
% |
AIP
|
|
|
18 |
% |
|
|
19 |
% |
|
|
20 |
% |
Benefit Partners
|
|
|
29 |
% |
|
|
22 |
% |
|
|
20 |
% |
Communications
|
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
Corporate and Other
|
|
|
3 |
% |
|
|
3 |
% |
|
|
2 |
% |
Critical Accounting Policies and Estimates
We have identified the accounting policies below as critical to
the understanding of our results of operations and our financial
position. In applying these critical accounting policies in
preparing our financial statements, management must use
significant judgments and estimates concerning future results or
other developments including the likelihood, timing or amount of
one or more future events. Actual results may differ from these
estimates under different assumptions or conditions. On an
on-going basis, we evaluate our estimates, assumptions and
judgments based upon historical experience and various other
information that we believe to be reasonable under the
circumstances. For a detailed discussion of other significant
accounting policies, see Note 2.
13
|
|
|
DAC, VOBA and Unearned Revenue Reserves |
The Individual Products, AIP and Benefit Partners segments defer
the costs of acquiring new business. These costs include
first-year commissions and incentive compensation and certain
costs of underwriting and issuing policies plus agency office
expenses. These deferred expenses are referred to as deferred
policy acquisition costs (DAC). When we acquire new blocks of
business through an acquisition, we allocate a portion of the
purchase price based on relative fair values to a separately
identifiable intangible asset, referred to as value of business
acquired (VOBA). We initially establish VOBA as the actuarially
determined present value of future gross profits of each
business acquired. Both DAC and VOBA are amortized through
expenses, as discussed further below.
We defer significant portions of expense charge revenues on
certain UL products as unearned revenue reserves, included
within other policy liabilities in our consolidated balance
sheets, and amortize them into income over time using the same
assumptions we use for DAC and VOBA. Unearned revenue reserves
on UL products were $375.4 at December 31, 2004, including
$55.7 for VUL products. We report both the deferral and
amortization of unearned revenue reserves as revenues within
universal life and investment product charges.
DAC and VOBA on UL-type products were $2,043.7 or 75.2% of the
gross balances (before adjustments for unrealized gains and
losses) at December 31, 2004, including $516.5 related to
VUL products. We amortize DAC and VOBA on UL-type products and
annuity products relative to the future estimated gross profits
(EGP) over the life of these products. In calculating the
future EGP for these products, management must make long-term
assumptions regarding the following components:
1) estimates of fees charged to policyholders to cover
mortality, surrenders and maintenance costs; 2) estimated
mortality in excess of fund balances accumulated;
3) expected interest rate spreads between income earned,
including default charges paid to the Corporate and Other
segment, and amounts credited to policyholder accounts; and
4) estimated costs of policy administration (maintenance).
We consider the following assumptions to be most significant to
UL-type products: 1) estimated mortality; 2) estimated
interest spreads; and 3) estimated future policy lapses. In
addition to these three assumptions, VUL and VA products require
an additional critical assumption that affects DAC and VOBA
amortization, the rate of growth of the separate account mutual
funds that generate additional policy fees we use in the EGP on
VUL and VA products. We assume a long-term total net return on
separate account assets, including dividends and market value
increases, of 8.25% and a five-year reversion period. The
reversion period is a period over which a short-term return
assumption is used to maintain the models overall
long-term rate of return. We cap the reversion rate of return at
8.25% for one year and 10% for years two through five. This
limitation reduces the cumulative effective long-term rate.
We regularly review the models, and the assumptions we used in
them, so that the modeled EGPs reflect managements current
view of future events. At least annually, we compare these
assumptions to emerging experience on each of our insurance
blocks. Short-term deviations in experience, which are reflected
as assumption true-up adjustments, do not necessarily indicate
that a change to our long-term assumptions of future experience
is warranted. If we determine that it is appropriate to change
our long-term assumptions of future experience, we recognize
unlocking adjustments for the block of business being evaluated.
Certain assumptions, such as interest spreads and lapse rates,
may be interrelated. As such, unlocking adjustments often
reflect revisions to multiple assumptions. The balances of DAC,
VOBA, unearned revenue reserves and secondary guarantee benefit
reserves (discussed in Note 6) are immediately impacted by
any assumption changes with the change reflected through the
income statement. These adjustments can be positive or negative.
14
The following table reflects the possible pretax income
statement impacts that could occur in a given year if we change
our assumptions as illustrated related to UL-type products in
the Individual Products segment:
|
|
|
|
|
|
|
|
|
|
|
One-time Effect on DAC, | |
|
|
VOBA, Unearned | |
|
|
Revenue Reserves and | |
|
|
Secondary Guarantee | |
|
|
Benefit Reserves | |
|
|
| |
|
|
Favorable | |
|
Unfavorable | |
Quantitative Change in Significant Assumptions |
|
Change | |
|
Change | |
|
|
| |
|
| |
Estimated mortality improving (degrading) 0.5% per year for
10 years from the current estimate
|
|
$ |
38.8 |
|
|
$ |
(40.7 |
) |
Estimated interest spread increasing (decreasing) 2.5 basis
points per year for 10 years from the current assumed spread
|
|
|
28.6 |
|
|
|
(36.0 |
) |
Estimated policy lapse rates decreasing (increasing) 25%
immediately and then increasing (decreasing) 2.5% per year
for 10 years
|
|
|
34.0 |
|
|
|
(32.6 |
) |
Estimated long-term rate of return from VUL assets increasing
(decreasing) 1.25% using mean reversion techniques
|
|
|
1.4 |
|
|
|
(6.6 |
) |
Our traditional individual and group insurance products are
long-duration contracts. We amortize DAC and VOBA related to
these products in proportion to premium revenue recognized. The
DAC and VOBA balances on these products were $309.0 or 11.4% of
the gross balances (before adjustments for unrealized gains and
losses) at December 31, 2004, and are subject to little
volatility.
We consider estimated interest spreads and estimated future
policy lapses to be the most significant assumptions related to
our annuity products. DAC and VOBA on these products were $363.0
or 13.4% of the gross balances (before adjustments for
unrealized gains and losses) at December 31, 2004,
including $13.0 related to VA products.
The following table reflects the possible pretax income
statement impacts for our AIP segment that could occur in a
given year if we change our assumptions as illustrated related
to annuity products:
|
|
|
|
|
|
|
|
|
|
|
One-time Effect on DAC | |
|
|
and VOBA Amortization | |
|
|
| |
|
|
Favorable | |
|
Unfavorable | |
Quantitative Change in Significant Assumptions |
|
Change | |
|
Change | |
|
|
| |
|
| |
Estimated interest spread increasing (decreasing) 2.5 basis
points per year for 10 years from the current assumed spread
|
|
$ |
9.9 |
|
|
$ |
(10.6 |
) |
Estimated policy lapse rates decreasing (increasing) 50%
immediately and then increasing (decreasing) 5.0% per year
for 10 years
|
|
|
26.9 |
|
|
|
(26.3 |
) |
See Results of Operations for discussion of unlocking
adjustments we recorded for the three years ended 2004.
We also adjust the carrying value of DAC and VOBA to reflect
changes in the unrealized gains and losses in available-for-sale
securities backing UL-type and annuity products, since this
impacts the timing of and possible realization of EGPs.
Note 6 contains rollforwards of DAC and VOBA including the
amounts capitalized, amounts amortized and the effect of the
unrealized gains.
We regularly monitor our investment portfolio to ensure that
investments that may be other-than-temporarily impaired are
identified in a timely fashion and properly valued, and that any
impairments are charged against earnings in the proper period.
Our methodology to identify potential other-than-temporary
impairments requires professional judgment and is further
described in the Investments section and in Note 4. For further
information on the other-than-temporary impairments we
recognized, refer to the discussion of our realized losses
within the Investments section.
15
Valuing our investment portfolio involves a variety of
assumptions and estimates, particularly for investments that are
not actively traded. We rely on external pricing sources for
highly liquid publicly traded securities and use an internal
pricing matrix for privately placed securities. This matrix
relies on our judgment concerning: 1) the discount rate we use
in calculating expected future cash flows; 2) credit quality; 3)
industry sector performance; and 4) expected maturity. Under
certain circumstances, we make adjustments as we apply
professional judgment based upon specific detailed information
concerning the issuer. Investments valued using independent
third party sources comprised 83% of our investment portfolio at
December 31, 2004 with the remainder being valued based
upon internal analysis using the assumptions described above.
Mortgage loans on commercial real estate represented 13.3% of
investments at December 31, 2004 and are stated at unpaid
balances, net of estimated unrecoverable amounts. In addition to
a general estimated allowance, we provide an allowance for
unrecoverable amounts when a mortgage loan becomes impaired. We
consider a mortgage loan to be impaired when it becomes
probable, based upon managements judgment, that the
Company will be unable to collect the total amounts due,
including principal and interest, according to contractual
terms. We measure the impairment based upon the present value of
expected cash flows discounted at the effective interest rate on
both a loan-by-loan basis and by measuring aggregated loans with
similar risk characteristics. We base the general estimated
allowance on historical experience, industry experience and
other qualitative factors.
As the discussion above indicates, many judgments are involved
in timely identifying and valuing investments, including
other-than-temporary impairments on securities. Inherently,
there are risks and uncertainties involved in making these
judgments. See the discussion of Investments and Note 4 for
further details. Critical assumptions and changes in
circumstances such as a weak economy, an economic downturn or
unforeseen events which affect one or more companies, industry
sectors or countries could result in additional write downs in
future periods for impairments, including those that are deemed
to be other-than-temporary.
The liability for Future policy benefits pertains to
our traditional individual and group insurance products and
represents 9.9% of total liabilities at December 31, 2004.
Changes in this liability are reflected in the Insurance
and annuity benefits caption in our consolidated
statements of income. Assumptions we use in determining future
policy benefits include: future investment yields, mortality,
morbidity and persistency. We base estimates about future
circumstances principally on historical experience and provide
for possible adverse deviation. Though not anticipated,
significant changes in experience or assumptions may require us
to provide for expected future losses on a product by
establishing premium deficiency reserves. See Note 7 for further
discussion of the assumptions we use in estimating these
liabilities.
The accounting for secondary guarantee benefit reserves (related
to no-lapse guarantees) impacts, and is impacted by, certain
elements of estimated future gross profits used to calculate
amortization of DAC, VOBA and unearned revenue reserves. If
experience or an assumption changes, we unlock secondary
guarantee benefit reserves to reflect the changes in a manner
similar to DAC, VOBA and unearned revenue reserves. Secondary
guarantee benefit reserves are reported within Other
policy liabilities in our consolidated balance sheets.
The measurement of our pension obligations, costs and
liabilities depends on a variety of assumptions. These
assumptions include estimates of the present value of projected
future pension payments to all plan participants, taking into
consideration the likelihood of potential future events such as
compensation increases and return on plan assets. These
assumptions may affect the amount and timing of future
contributions. Our key assumptions include: discount rate,
long-term rate of return on plan assets and expected
compensation rate increase. See Note 13 for further details
regarding our pension plans.
At December 31, 2004 and 2003, the fair values of the
assets related to the defined benefit pension plans were $397
and $369. The increase in assets reflects the improvement in the
equity markets in which the majority of these assets are
invested. The projected benefit obligations at December 31,
2004 and 2003 were $405 and $361 with the majority of the growth
due to the impact of using a lower discount rate in the
liability calculations for 2004 due to the declining interest
rate environment. We have lowered the discount rate again for
2005. Net
16
periodic benefit cost, which includes service cost, interest
cost, return on plan assets and net amortization and deferrals
of actuarial and investment gains and losses, was $7, $1 and
$(3) for 2004, 2003 and 2002. Amortization of actuarial losses
primarily related to previous declines in market-related values
of plan assets resulted in the increase in net periodic benefit
cost in 2004.
Goodwill was $312 at December 31, 2004 and 2003
representing 7.9% and 8.2% of stockholders equity at these
dates. Through December 31, 2001, we amortized goodwill on
a straight-line basis over periods of 25 to 40 years.
Effective January 1, 2002, we adopted Statement of
Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets, which primarily addresses the
accounting for goodwill and intangible assets subsequent to
their acquisition, and ceased amortization of goodwill. We
regularly review the carrying amounts of goodwill for
indications of value impairment, considering financial
performance and other relevant factors such as a significant
adverse change in the business or legal climate, an adverse
action or assessment by a regulator, or unanticipated
competition. If considered impaired, the carrying amounts would
be written down to a value determined by using a combination of
fair value and discounted cash flows. Absent an indication of
impairment, we test goodwill for impairment annually in the
month of June. We concluded that there had been no impairments
in 2004 or 2003. Also, we have identified no adverse trends or
uncertainties that would suggest that an impairment is imminent.
Establishing accruals for specific litigation inherently
involves a variety of estimates of future potential outcomes.
Accordingly, management, based on the advice of internal
counsel, reviews significant litigation matters and makes
judgments about whether it is probable we have incurred a loss.
Once we determine that a loss is probable, we use professional
judgment in determining whether we can reasonably estimate the
loss. In general, we accrue the estimated costs of defense until
we can reasonably estimate the loss or any potential range of
possible loss. At that time, we accrue these additional costs.
Based on consultation with our legal advisors, we believe that
resolution of pending legal proceedings will not have a material
adverse effect on our financial position or liquidity but could
have a material adverse effect on the results of operations for
a specific period. See further discussion in Note 18.
17
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Consolidated Summary of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
$ |
562.7 |
|
|
$ |
491.6 |
|
|
$ |
450.2 |
|
|
|
14.5 |
% |
|
|
9.2 |
% |
Cumulative effect of change in accounting principle
|
|
|
(16.6 |
) |
|
|
|
|
|
|
|
|
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
546.1 |
|
|
$ |
491.6 |
|
|
$ |
450.2 |
|
|
|
11.1 |
% |
|
|
9.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
$ |
4.08 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
|
|
17.6 |
% |
|
|
13.0 |
% |
Cumulative effect of change in accounting principle
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3.96 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
|
|
14.1 |
% |
|
|
13.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully-diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
$ |
4.04 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
|
|
17.4 |
% |
|
|
13.2 |
% |
Cumulative effect of change in accounting principle
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3.92 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
|
|
14.0 |
% |
|
|
13.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Average number of shares outstanding
|
|
|
137,999,364 |
|
|
|
141,795,065 |
|
|
|
146,846,698 |
|
|
|
|
|
|
|
|
|
|
|
Average number of shares outstanding assuming
dilution
|
|
|
139,213,034 |
|
|
|
142,867,215 |
|
|
|
148,222,342 |
|
|
|
|
|
|
|
|
|
|
|
The increase in net income for 2004 reflected higher realized
gains and earnings growth in the Benefit Partners and
Communications segments. The Individual Products and AIP
segments declined over the same period. Earnings from business
added via the Canada Life transaction favorably impacted the
results of Benefit Partners in 2004. Communications achieved
market share advances and benefited from increased political
advertising revenues in 2004 resulting in earnings growth.
Individual Products and AIP segments were adversely impacted by
spread compression due to lower portfolio yields, partially
resulting from lower prepayments of investments. In 2003, we
experienced growth in all segments, including interest spread
improvement in our Individual and our AIP lines (favorably
impacted by prepayments), and effective expense management
across the organization. These advances were partially offset by
higher net investment losses. Realized investment gains, net of
taxes, were $26.5 in 2004 versus realized investment losses, net
of taxes, of ($30.9) in 2003 and ($14.9) in 2002. The net
investment losses in 2003 and 2002 were primarily the result of
other-than-temporary bond impairments, partially offset in 2002
by realized gains from sales of equity securities.
Other-than-temporary impairments were $60 in 2004. An increase
in the accrual for pending litigation in our Corporate and Other
segment in 2002 affected the comparison to 2003.
Effective January 1, 2004, the Company adopted a new
accounting standard related to secondary guarantees and other
benefit features. The implementation of this new standard
created both a cumulative effect upon adoption as well as a
reduction to ongoing net income, as discussed later and in Note
2.
Earnings per share amounts were more favorable than the absolute
earnings amounts due to repurchases of 5,368,200 shares in 2004,
3,578,600 shares in 2003, and 7,881,300 shares in 2002.
18
Results by Business Segment
Throughout this Form 10-K, reportable segment
results is defined as net income before realized
investment gains and losses (and cumulative effect of change in
accounting principle, if applicable). Reportable segment results
is a non-GAAP measure. We believe reportable segment results
provides relevant and useful information to investors, as it
represents the basis on which we assess the performance of our
business segments. We deem reportable segment results to be a
meaningful measure for this purpose because, except for losses
from other-than-temporary impairments, realized investment gains
and losses occur primarily at our sole discretion. Note that
reportable segment results as described above may not be
comparable to similarly titled measures reported by other
companies.
We assess profitability by business segment and measure other
operating statistics as detailed in the separate segment
discussions that follow. We determine reportable segments in a
manner consistent with the way we make operating decisions and
assess performance. Sales are one of the statistics we use to
track performance. Our sales, which are primarily of
long-duration contracts in the Individual Products and AIP
segments, have little immediate impact on revenues for these two
segments as described in the segment discussions below.
The following table illustrates our results before and after
realized investment gains and losses, and reconciles reportable
segment results to net income, the most directly comparable GAAP
financial measure:
|
|
|
Results by Reportable Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Individual Products
|
|
$ |
302.0 |
|
|
$ |
309.4 |
|
|
$ |
293.1 |
|
|
|
(2.4 |
)% |
|
|
5.6 |
% |
AIP
|
|
|
76.4 |
|
|
|
85.0 |
|
|
|
80.3 |
|
|
|
(10.1 |
) |
|
|
5.9 |
|
Benefit Partners
|
|
|
70.7 |
|
|
|
50.6 |
|
|
|
47.5 |
|
|
|
39.7 |
|
|
|
6.5 |
|
Communications
|
|
|
54.4 |
|
|
|
45.4 |
|
|
|
39.8 |
|
|
|
19.8 |
|
|
|
14.1 |
|
Corporate and Other
|
|
|
32.7 |
|
|
|
32.1 |
|
|
|
4.4 |
|
|
|
1.9 |
|
|
|
629.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment results
|
|
|
536.2 |
|
|
|
522.5 |
|
|
|
465.1 |
|
|
|
2.6 |
|
|
|
12.3 |
|
Realized investment gains (losses), net of taxes
|
|
|
26.5 |
|
|
|
(30.9 |
) |
|
|
(14.9 |
) |
|
|
185.8 |
|
|
|
(107.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before cumulative effect of change in accounting
principle
|
|
|
562.7 |
|
|
|
491.6 |
|
|
|
450.2 |
|
|
|
14.5 |
|
|
|
9.2 |
|
Cumulative effect of change in accounting principle
|
|
|
(16.6 |
) |
|
|
|
|
|
|
|
|
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$ |
546.1 |
|
|
$ |
491.6 |
|
|
$ |
450.2 |
|
|
|
11.1 |
% |
|
|
9.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We assign invested assets backing insurance liabilities to our
segments in relation to policyholder funds and reserves. We
assign net DAC and VOBA, reinsurance receivables and
communications assets to the respective segments where those
assets originate. We also assign invested assets to back capital
allocated to each segment in relation to our philosophy for
managing business risks, reflecting appropriate conservatism. We
assign the remainder of invested and other assets, including all
defaulted securities, to the Corporate and Other segment.
Segment assets as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Individual Products
|
|
$ |
18,776 |
|
|
$ |
17,717 |
|
AIP
|
|
|
10,504 |
|
|
|
9,941 |
|
Benefit Partners
|
|
|
1,839 |
|
|
|
1,079 |
|
Communications
|
|
|
223 |
|
|
|
210 |
|
Corporate and Other
|
|
|
3,763 |
|
|
|
3,749 |
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
35,105 |
|
|
$ |
32,696 |
|
|
|
|
|
|
|
|
19
Individual Products
The Individual Products segment markets individual life
insurance policies primarily through independent general agents,
independent national account marketing firms, and agency
building general agents. We also sell products through home
service agents, broker/dealers, banks and other strategic
alliances.
Reportable segment
results(1)
for Individual Products were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
UL-Type Products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
746.6 |
|
|
$ |
749.2 |
|
|
$ |
744.1 |
|
|
|
(0.3 |
)% |
|
|
0.7 |
% |
|
Interest credited to policyholders
|
|
|
(507.1 |
) |
|
|
(515.4 |
) |
|
|
(534.6 |
) |
|
|
1.6 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest margin
|
|
|
239.5 |
|
|
|
233.8 |
|
|
|
209.5 |
|
|
|
2.4 |
|
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product charge revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of insurance charges
|
|
|
539.1 |
|
|
|
511.9 |
|
|
|
478.9 |
|
|
|
5.3 |
|
|
|
6.9 |
|
|
|
Expense charges
|
|
|
148.8 |
|
|
|
141.6 |
|
|
|
115.4 |
|
|
|
5.1 |
|
|
|
22.7 |
|
|
|
Surrender charges
|
|
|
40.7 |
|
|
|
34.9 |
|
|
|
38.0 |
|
|
|
16.6 |
|
|
|
(8.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product charge revenue
|
|
|
728.6 |
|
|
|
688.4 |
|
|
|
632.3 |
|
|
|
5.8 |
|
|
|
8.9 |
|
|
Death benefits and other insurance benefits
|
|
|
(312.8 |
) |
|
|
(272.4 |
) |
|
|
(245.9 |
) |
|
|
(14.8 |
) |
|
|
(10.8 |
) |
|
Expenses excluding amortization of DAC and VOBA
|
|
|
(97.0 |
) |
|
|
(96.4 |
) |
|
|
(101.7 |
) |
|
|
(0.6 |
) |
|
|
5.2 |
|
|
Amortization of DAC and VOBA
|
|
|
(190.3 |
) |
|
|
(179.0 |
) |
|
|
(154.4 |
) |
|
|
(6.3 |
) |
|
|
(15.9 |
) |
|
Miscellaneous income (expense)
|
|
|
(0.8 |
) |
|
|
(2.1 |
) |
|
|
0.1 |
|
|
|
61.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UL-type product income before taxes
|
|
|
367.2 |
|
|
|
372.3 |
|
|
|
339.9 |
|
|
|
(1.4 |
) |
|
|
9.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traditional Products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums and other considerations
|
|
|
152.3 |
|
|
|
173.0 |
|
|
|
180.4 |
|
|
|
(12.0 |
) |
|
|
(4.1 |
) |
|
Net investment income
|
|
|
153.7 |
|
|
|
165.2 |
|
|
|
179.5 |
|
|
|
(7.0 |
) |
|
|
(8.0 |
) |
|
Benefits
|
|
|
(172.8 |
) |
|
|
(197.8 |
) |
|
|
(208.2 |
) |
|
|
12.6 |
|
|
|
5.0 |
|
|
Expenses excluding amortization of DAC and VOBA
|
|
|
(25.3 |
) |
|
|
(24.1 |
) |
|
|
(27.6 |
) |
|
|
(5.0 |
) |
|
|
12.7 |
|
|
Amortization of DAC and VOBA
|
|
|
(16.7 |
) |
|
|
(16.3 |
) |
|
|
(13.1 |
) |
|
|
(2.5 |
) |
|
|
(24.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traditional product income before taxes
|
|
|
91.2 |
|
|
|
100.0 |
|
|
|
111.0 |
|
|
|
(8.8 |
) |
|
|
(9.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment results before income taxes (1)
|
|
|
458.4 |
|
|
|
472.3 |
|
|
|
450.9 |
|
|
|
(2.9 |
) |
|
|
4.7 |
|
|
Income taxes
|
|
|
(156.4 |
) |
|
|
(162.9 |
) |
|
|
(157.8 |
) |
|
|
4.0 |
|
|
|
(3.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment results(1)
|
|
$ |
302.0 |
|
|
$ |
309.4 |
|
|
$ |
293.1 |
|
|
|
(2.4 |
)% |
|
|
5.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Reportable segment results is a non-GAAP measure. See Note 15
for further discussion. |
20
The following table summarizes key data for Individual Products
that we believe are our important drivers and indicators of
future profitability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Annualized life insurance premium sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Markets excluding Community Banks and BOLI
|
|
$ |
211 |
|
|
$ |
216 |
|
|
$ |
202 |
|
|
|
(2.3 |
)% |
|
|
6.9 |
% |
Community Banks and BOLI
|
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
58 |
|
|
|
|
|
|
|
(84.5 |
)% |
Average UL policyholder fund balances
|
|
$ |
11,131 |
|
|
$ |
10,585 |
|
|
$ |
9,875 |
|
|
|
5.2 |
% |
|
|
7.2 |
% |
Average VUL separate account assets
|
|
|
1,535 |
|
|
|
1,233 |
|
|
|
1,211 |
|
|
|
24.5 |
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,666 |
|
|
$ |
11,818 |
|
|
$ |
11,086 |
|
|
|
7.2 |
% |
|
|
6.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average face amount of insurance in force:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
165,762 |
|
|
$ |
164,963 |
|
|
$ |
161,841 |
|
|
|
0.5 |
% |
|
|
1.9 |
% |
|
UL-type policies
|
|
$ |
126,876 |
|
|
$ |
123,848 |
|
|
$ |
120,229 |
|
|
|
2.4 |
% |
|
|
3.0 |
% |
Average assets
|
|
$ |
18,292 |
|
|
$ |
17,128 |
|
|
$ |
16,352 |
|
|
|
6.8 |
% |
|
|
4.7 |
% |
Sales from our Individual Markets excluding Community Banks and
bank-owned life insurance (BOLI) decreased slightly in 2004
from 2003. In 2003, sales increased over 2002 due to continued
success of new product introductions during 2002. In recent
years, increased competition among providers of UL-type
insurance contracts has resulted in a shortening of the product
life cycle. A focus on product development efforts has resulted
in a greater distribution of product offerings for our
customers. Sales to Community Banks and BOLI business were
unchanged in 2004 after declining in 2003. Community Bank and
BOLI business will vary widely between periods as we respond to
sales opportunities for these single premium products only when
the market accommodates our required returns.
Approximately 56%, 58% and 30% of life insurance sales were
attributable to products with secondary guarantee benefits for
2004, 2003 and 2002. These products were priced considering
interest, mortality, withdrawal and termination
(lapse) assumptions that are specific to the nature,
marketing focus and funding pattern for each product. The lapse
assumptions that we use for pricing are based on multi-scenario
modeling techniques and are lower than the assumptions we use
for non-guaranteed products, particularly when the secondary
guarantee option is in the money. Since guaranteed
UL policies are relatively new to the marketplace, credible
experience has yet to emerge regarding policy and premium
persistency; however, our assumptions represent our best
estimate of future experience. See Capital Position for
discussion of statutory-basis reserving methodologies for these
types of products.
Interest margin on UL-type products increased 2.4% in 2004.
Lower investment yields were mitigated by growth in policyholder
fund balances and our management of interest spreads. As
discussed further below, the lower investment yield in 2004 was
primarily due to the general interest rate environment and lower
prepayments from mortgage-backed securities and commercial
mortgage loans. We actively manage interest spreads on our fixed
UL-type products in response to changes in investment yields by
adjusting the rates credited to policyholder fund balances while
considering our competitive strategies as well. The average
investment spread on fixed UL products declined 10 basis points
to 1.93% in 2004 after having increased 14 basis points in 2003
to 2.03%. During 2003 and 2002, prepayments of mortgage-backed
securities significantly increased as a result of continued
declines in long-term mortgage rates, but then declined rapidly
in 2004 as mortgage rates stabilized. This decline was partially
offset by an increase in commercial mortgage loan prepayments in
2004. Our mortgage-backed securities portfolio is primarily a
discount portfolio. We estimate that prepayments on
mortgage-backed securities in excess of expected levels and
prepayments of commercial mortgage loans increased effective
investment yields by 12, 20 and 15 basis points in 2004, 2003
and 2002. The decrease in excess accretion of discount on
mortgage-backed securities contributed to the decline in
effective investment spreads on fixed UL products in 2004. Our
ability to manage interest-crediting rates on fixed UL-type
products is limited by minimum guaranteed rates provided in
policyholder contracts. Therefore, continued low general
21
market interest rates likely will impact future profitability,
as the investment of cash flows at current interest rates
reduces our average portfolio yield. At the end of 2004 and
2003, our crediting rates were approximately 31 and 49 basis
points on average in excess of our minimum guaranteed rates,
including 55% and 43% of our UL policyholder fund balances that
were already at their minimum guaranteed rates.
The increase in product charge revenue was due to growth and
aging of our insurance blocks, dynamic adjustments to unearned
expense charges, as noted below, and higher surrender rates. A
reinsurance recapture in 2003 increased cost of insurance
charges (COIs) by $8.4. Excluding this impact, COIs grew 7.1%
over 2003, with an increase in the average age of our insureds
contributing to growth (this contributes to increased death
benefits as well). Products issued in recent years are designed
to generate a higher proportion of their revenues from expense
charges. We defer expense charges received in excess of ultimate
annual expense charges and amortize them into income relative to
future estimated gross profits. The effect of reflecting updated
longer-term assumptions in estimated gross profits on our
insurance blocks decreased the amortization of unearned expense
charges by $1.1 in 2004 and increased amortization by $2.3 in
2003. The adoption of a new accounting standard, related to
secondary guarantees and other benefits, in 2004 impacted
estimated gross profits and reduced the amortization of unearned
expense charges by $4.0. Excluding the impacts from the new
accounting standard and the dynamic adjustment to amortization,
expense charges increased 10.5% over 2003 due to changes in
product mix, as certain of our newer products with level expense
loads represented a higher proportion of 2004 sales. Surrender
activity also increased during 2004 from higher lapses in our
BOLI block of business, resulting in higher surrender charge
income.
UL-type death benefits and other insurance benefits included
$15.8 for 2004 related to the impact of a new accounting
standard (see Note 2) related to secondary guarantees and other
benefit features. The accounting for these benefit features
incorporates estimated future gross profits used to calculate
amortization of DAC, VOBA and unearned expense charges. A change
in estimated future gross profits will impact other insurance
benefits and the amortization of DAC, VOBA and unearned expense
charges. The effect of updating longer-term assumptions in
estimated gross profits for our insurance blocks decreased other
insurance benefits by $4.7 in 2004. See the Critical Accounting
Policies and Estimates section and Note 6 for further
discussion. UL-type death benefits in 2003 included $7.6 for the
reinsurance recapture mentioned above. Absent the impact of the
new accounting standard discussed above and reinsurance
recapture items, UL-type death benefits and other insurance
benefits increased 12.2% over 2003. UL-type death benefits, net
of reinsurance, per thousand dollars of average net face amount
at risk (average face amount of insurance in force net of
reinsurance and reduced by average policyholder fund balances)
were $3.52 in 2004 compared to $3.31 in 2003 and $3.20 in 2002.
Aging of our blocks will continue to contribute to increasing
levels of UL-type death benefits. While over the long term death
benefits should emerge within actuarial expectations, the level
of death benefits will fluctuate from year to year.
Traditional premiums and other considerations declined in 2004,
2003 and 2002 reflecting customer preferences for UL-type
products. Net investment income from our traditional blocks
declined in 2004, due to a decline in investment yields, partly
due to lower prepayments of mortgage-backed securities, and the
decreasing size of the block.
Policy benefits on traditional business include death benefits,
dividends, surrenders and changes in reserves, with the most
significant being death benefits. Policy benefits as a
percentage of premiums and other considerations were 113.5% in
2004, 114.3% in 2003 and 115.4% in 2002.
22
Total Individual expenses (including the net deferral and
amortization of DAC and VOBA) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Commissions
|
|
$ |
276.7 |
|
|
$ |
295.5 |
|
|
$ |
270.5 |
|
|
|
6.4 |
% |
|
|
(9.2 |
)% |
General and administrative acquisition related
|
|
|
79.0 |
|
|
|
80.9 |
|
|
|
81.5 |
|
|
|
2.3 |
|
|
|
0.7 |
|
General and administrative maintenance related
|
|
|
43.8 |
|
|
|
42.3 |
|
|
|
45.2 |
|
|
|
(3.5 |
) |
|
|
6.4 |
|
Taxes, licenses and fees
|
|
|
44.3 |
|
|
|
50.3 |
|
|
|
55.4 |
|
|
|
11.9 |
|
|
|
9.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commissions and expenses incurred
|
|
|
443.8 |
|
|
|
469.0 |
|
|
|
452.6 |
|
|
|
5.4 |
|
|
|
(3.6 |
) |
Less commissions and expenses capitalized
|
|
|
(321.5 |
) |
|
|
(348.5 |
) |
|
|
(323.2 |
) |
|
|
(7.7 |
) |
|
|
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses excluding amortization of DAC and VOBA
|
|
|
122.3 |
|
|
|
120.5 |
|
|
|
129.4 |
|
|
|
(1.5 |
) |
|
|
6.9 |
|
Amortization of DAC and VOBA
|
|
|
207.0 |
|
|
|
195.3 |
|
|
|
167.5 |
|
|
|
(6.0 |
) |
|
|
(16.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense
|
|
$ |
329.3 |
|
|
$ |
315.8 |
|
|
$ |
296.9 |
|
|
|
(4.3 |
)% |
|
|
(6.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, excluding amortization of DAC and VOBA, were higher in
2004 due to lower capitalization of commissions and expenses.
Taxes, licenses and fees decreased from a reduction in our
effective tax rate and state income tax accrual releases
following the filing of the tax returns. The expense amounts we
capitalize as DAC include first-year commissions and deferrable
acquisition expenses. A decrease in acquisition expenses from
lower sales and increased efficiencies reflected in our
marketing and distribution costs, combined with an increase in
product development costs and other maintenance expenses (both
of which cannot be deferred), resulted in a decline in the
proportion of our expenses that are deferrable. The decline in
expenses excluding amortization of DAC and VOBA in 2003 was due
to a reduction in the effective rate of premium taxes, and
effective expense controls in our maintenance functions. Growth
in our insurance blocks for UL-type products was the primary
contributor to the increases in the amortization of DAC and VOBA
in the three years presented. Unlocking of assumptions for
interest spreads, mortality and lapsation on our blocks of
business resulted in reductions in DAC and VOBA amortization on
UL-type products of $26.4, $17.8 and $0.6 in 2004, 2003 and
2002. The unlocking in 2002 also included an assumption revision
on VUL products related to limitation of mean reversion
techniques. Additionally, the establishment of secondary
guarantee benefit reserves changed the pattern of expected gross
profits for the related products, resulting in a $7.8 decrease
in DAC amortization in 2004. See further discussion of DAC and
VOBA under the Critical Accounting Policies and Estimates
section.
The growth in average Individual Products assets in 2004 and
2003 was primarily due to growth in UL policyholder fund
balances and market values of separate account assets, partially
offset by a decline in assets supporting our traditional block
of business. In 2002, market values of separate account assets
of variable products declined.
At December 31, 2004, UL-type products sold to community
banks accounted for $2.0 billion in UL policyholder fund
balances and have averaged 5% to 8% of earnings for the
Individual Products segment in recent years. At
December 31, 2004, DAC and VOBA balances, net of unearned
revenue reserves, related to these blocks amounted to
approximately $100. These policies, which are generally not
subject to surrender charges, are owned by several thousand
policyholders. These policies were primarily originated through,
and continue to be serviced by, two marketing organizations. The
surrender rate for this product may increase beyond current
experience due to the absence of surrender charges and rising
interest rates that may result in returns available to
policyholders on competitors products being more
attractive than on our policies in force. The following factors
may influence policyholders to continue these coverages:
1) our ability to adjust crediting rates;
2) relatively high minimum rate guarantees; 3) the
difficulty of re-underwriting existing and additional covered
lives; and 4) unfavorable tax attributes of certain
surrenders. Our assumptions for amortizing DAC, VOBA and
unearned revenue for these policies reflect a higher long-term
expected lapse rate than other UL blocks of business due to the
factors noted above. Lapse experience for this block in a
particular period could vary significantly from our long-term
lapse assumptions.
23
In addition to the risk factor described in the above paragraph,
our financial and operating risks for this segment include
failure to achieve pricing assumptions for interest margins,
mortality, withdrawals and expenses; variances between actual
and underlying assumptions of estimated gross profits, increased
lapses when interest rates rise, particularly in fixed interest
UL-type products subject to low or no surrender charges; changes
in taxation or other regulatory changes related to our products
and competing offerings; changes in generally accepted or
statutory accounting principles (such as the AXXX actuarial
guideline discussed in Capital Resources); and the effects of
unresolved litigation. We discuss these risks in more detail in
the Critical Accounting Policies and Estimates, Capital
Resources, Liquidity, and Market Risk Exposures sections.
Annuity and Investment Products
Annuity and Investment Products (AIP) are marketed through
most of the distribution channels discussed in Individual
Products above as well as through financial institutions,
investment professionals and annuity marketing organizations.
JPSC markets primarily variable life insurance written by our
insurance subsidiaries and other carriers, and also sells other
securities and mutual funds.
Reportable segment
results(1)
for AIP were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Investment product charges and premiums
|
|
$ |
12.2 |
|
|
$ |
8.8 |
|
|
$ |
12.2 |
|
|
|
38.6 |
% |
|
|
(27.9 |
)% |
Net investment income
|
|
|
592.9 |
|
|
|
586.6 |
|
|
|
576.8 |
|
|
|
1.1 |
|
|
|
1.7 |
|
Broker-dealer concessions and other
|
|
|
112.6 |
|
|
|
98.3 |
|
|
|
97.3 |
|
|
|
14.5 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
717.7 |
|
|
|
693.7 |
|
|
|
686.3 |
|
|
|
3.5 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Policy benefits (including interest credited)
|
|
|
426.1 |
|
|
|
416.6 |
|
|
|
424.7 |
|
|
|
(2.3 |
) |
|
|
1.9 |
|
Insurance expenses
|
|
|
68.0 |
|
|
|
55.8 |
|
|
|
46.8 |
|
|
|
(21.9 |
) |
|
|
(19.2 |
) |
Broker-dealer expenses
|
|
|
107.2 |
|
|
|
90.7 |
|
|
|
91.3 |
|
|
|
(18.2 |
) |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total benefits and expenses
|
|
|
601.3 |
|
|
|
563.1 |
|
|
|
562.8 |
|
|
|
(6.8 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment results before income taxes(1)
|
|
|
116.4 |
|
|
|
130.6 |
|
|
|
123.5 |
|
|
|
(10.9 |
) |
|
|
5.7 |
|
Income taxes
|
|
|
40.0 |
|
|
|
45.6 |
|
|
|
43.2 |
|
|
|
12.3 |
|
|
|
(5.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment results(1)
|
|
$ |
76.4 |
|
|
$ |
85.0 |
|
|
$ |
80.3 |
|
|
|
(10.1 |
)% |
|
|
5.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Reportable segment results is a non-GAAP measure. See Note 15
for further discussion. |
24
The following table summarizes key information for AIP that we
believe to be important drivers and indicators of our future
profitability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Fixed annuity premium sales
|
|
$ |
1,217 |
|
|
$ |
756 |
|
|
$ |
994 |
|
|
|
61.0 |
% |
|
|
(23.9 |
)% |
Variable annuity premium sales
|
|
|
1 |
|
|
|
2 |
|
|
|
10 |
|
|
|
(50.0 |
) |
|
|
(80.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,218 |
|
|
$ |
758 |
|
|
$ |
1,004 |
|
|
|
60.7 |
% |
|
|
(24.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment product sales
|
|
$ |
4,780 |
|
|
$ |
3,258 |
|
|
$ |
2,904 |
|
|
|
46.7 |
% |
|
|
12.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average fixed policyholder fund balances
|
|
$ |
9,169 |
|
|
$ |
8,400 |
|
|
$ |
7,810 |
|
|
|
9.2 |
% |
|
|
7.6 |
% |
Average separate account policyholder fund balances
|
|
|
332 |
|
|
|
340 |
|
|
|
481 |
|
|
|
(2.4 |
) |
|
|
(29.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,501 |
|
|
$ |
8,740 |
|
|
$ |
8,291 |
|
|
|
8.7 |
% |
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets
|
|
$ |
10,360 |
|
|
$ |
9,537 |
|
|
$ |
9,064 |
|
|
|
8.6 |
% |
|
|
5.2 |
% |
Effective investment spreads for fixed annuities, including SFAS
133 adjustment
|
|
|
1.76 |
% |
|
|
1.90 |
% |
|
|
1.82 |
% |
|
|
|
|
|
|
|
|
Fixed annuity surrenders as a percentage of beginning fund
balances
|
|
|
12.3 |
% |
|
|
8.4 |
% |
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
Fixed annuity premium sales increased in 2004 versus 2003 as a
result of increased acceptance in the marketplace of
equity-indexed annuities (EIAs), which represented over
three-fourths of our AIP sales in 2004. Our fixed annuity
premium sales were lower in 2003 reflecting competition in the
fixed annuity market and our unwillingness to match our
competitors crediting rates, which would have reduced our
returns below acceptable levels, especially in the bank channel.
We continue to develop differentiated annuity products designed
to create new distribution opportunities and strengthen existing
marketing relationships.
Profitability of EIAs is influenced by the management of
derivatives to hedge the index performance of the policies.
These contracts permit the holder to elect an interest rate
return or an equity market component, where interest credited to
the contracts is linked to the performance of the S&P 500
index. Policyholders may elect to rebalance index options at
renewal dates, either annually or biannually. At each renewal
date, we have the opportunity to re-price the equity-indexed
component by establishing participation rates, subject to
minimum guarantees. We purchase options that are highly
correlated to the portfolio allocation decisions of our
policyholders, such that we are economically hedged with respect
to equity returns for the current reset period. The
mark-to-market of the options we hold impacts investment income
and interest credited in approximately equal and offsetting
amounts. This adjustment increased net investment income and
interest credited by $20.0, $7.0 and $0.0 in 2004, 2003 and 2002
with no net impact on reportable segment results. However,
Statement of Financial Accounting Standard 133,
Accounting for Derivative Instruments and Hedging
Activities, requires that we calculate the fair values
of index options we will purchase in the future to hedge
policyholder index allocations applicable to future reset
periods. These fair values represent an estimate of the cost of
the options we will purchase in the future, discounted back to
the date of the balance sheet, using current market indicators
of volatility and interest rates. Changes in the fair values of
these liabilities result in volatility that is reported in
interest credited. Interest credited was decreased by $2.9 in
2004 and $1.2 in 2003 and increased $0.9 in 2002 for these
changes. The notional amounts of policyholder fund balances
allocated to the index options were $998 at December 31,
2004 and $304 at December 31, 2003.
Net investment income increased at a lower rate than the growth
in average policyholder fund balances, due to a decline in
investment yields offset somewhat by the options market value
adjustment described above. Lower investment yields resulted
from a decline in our base earned rate, due to the general
interest rate environment, as well as a reduction in excess
prepayments of mortgage-backed securities and prepayments of
commercial mortgage loans. The effect of these prepayments in
the AIP segment increased effective yields by 13, 24 and 4 basis
points in 2004, 2003 and 2002.
25
We actively manage spreads on fixed annuity products in response
to changes in our investment portfolio yields by adjusting the
interest rates we credit on annuity policyholder fund balances
while considering our competitive strategies. Our newer product
designs in AIP require lower spreads to achieve targeted returns
and require lower levels of capital to support new sales. These
factors, combined with the current interest rate environment,
will likely result in earnings that lag behind growth in average
fund balances for a period of time. Effective investment spreads
on fixed annuities decreased in 2004 after having increased in
2003, primarily due to the lower impact of excess prepayments
discussed above.
Our ability to manage interest crediting rates on fixed annuity
products is limited by continued low general market interest
rates, as the investment of cash flows at current interest rates
reduces our average portfolio yield, and crediting rate actions
are limited by minimum guaranteed rates provided in policyholder
contracts. We have approximately $4.4 billion of fixed
annuity policyholder fund balances with crediting rates that are
reset on an annual basis, for which our crediting rates on
average were approximately 10 basis points in excess of minimum
guaranteed rates at December 31, 2004. Approximately
$3.1 billion of fixed annuity policyholder fund balances
have multi-year guaranteed rates (MYG), approximately $800 of
which will reset in 2005 with an additional $2.3 billion
resetting in 2006 and thereafter. As multi-year guarantees
expire, policyholders will have the opportunity to renew their
annuities at rates in effect at that time. Our ability to retain
these annuities will be subject to then-current competitive
conditions. The current average spread to the minimum underlying
guarantee on these products is approximately 253 basis points.
In 2004, $352 of fixed annuity policyholder fund balances reset,
of which approximately $225 lapsed where the holder did not
select another product that we offer. These lapses reduced
policyholder fund balances and increased DAC amortization, but
also increased investment spreads for the business retained.
Surrenders are affected by factors such as varying crediting
rates on multi-year guarantees compared to current crediting
rates at reset dates and the absence of surrender charges at
reset dates.
Fixed annuity surrenders as a percentage of beginning fund
balances increased in 2004 reflecting, in part, the surrender of
annuities with expiring multi-year crediting rate guarantees.
The increase in fixed annuity surrenders, other than resetting
MYG annuities, favorably impacted surrender charge revenues. The
surrender rate in the AIP segment is influenced by many other
factors such as: 1) the portion of the business that has
low or no remaining surrender charges; 2) competition from
annuity products including those which pay up-front interest
rate bonuses or higher market rates; and 3) rising interest
rates that may make returns available on new annuities or
investment products more attractive than our older annuities. In
addition to surrender charge protection against early surrender,
we have added a market value adjustment (MVA) to many of
our new annuity products. The MVA provides some degree of
protection from disintermediation in a rising interest rate
environment. Fixed annuity fund balances subject to surrender
charges of at least 5% or an MVA decreased to 47% at year-end
2004 from 48% at year-end 2003, as strong sales of EIAs offset
most of the decline in the existing inforce that is subject to
surrender charges.
Beginning with the first quarter of 2004 (see Note 6), net
deferral and amortization of bonus interest is presented in
policy benefits as a result of the adoption of a new accounting
standard discussed above. Previously, it had been included as a
component of DAC and was included in insurance expenses.
Excluding the $10.7 net deferral for 2004, policy benefits
increased 4.8% as growth in average fund balances and the market
value adjustment of options were partially offset by crediting
rate reductions. Policy benefits decreased in 2003 despite
growth in average policyholder fund balances, reflecting
crediting rate reductions.
26
Total AIP expenses (including the net deferral and amortization
of DAC and VOBA) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Insurance companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
|
|
$ |
76.2 |
|
|
$ |
36.7 |
|
|
$ |
53.0 |
|
|
|
(107.6 |
)% |
|
|
30.8 |
% |
General and administrative acquisition related
|
|
|
14.8 |
|
|
|
12.6 |
|
|
|
15.4 |
|
|
|
(17.5 |
) |
|
|
18.2 |
|
General and administrative maintenance related
|
|
|
6.5 |
|
|
|
5.6 |
|
|
|
6.2 |
|
|
|
(16.1 |
) |
|
|
9.7 |
|
Taxes, licenses and fees
|
|
|
2.8 |
|
|
|
1.9 |
|
|
|
1.8 |
|
|
|
(47.4 |
) |
|
|
(5.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commissions and expenses incurred
|
|
|
100.3 |
|
|
|
56.8 |
|
|
|
76.4 |
|
|
|
(76.6 |
) |
|
|
25.7 |
|
Less commissions and expenses capitalized
|
|
|
(85.4 |
) |
|
|
(47.2 |
) |
|
|
(67.1 |
) |
|
|
80.9 |
|
|
|
(29.7 |
) |
Amortization of DAC and VOBA
|
|
|
53.1 |
|
|
|
46.2 |
|
|
|
37.5 |
|
|
|
(14.9 |
) |
|
|
(23.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expense-insurance companies
|
|
|
68.0 |
|
|
|
55.8 |
|
|
|
46.8 |
|
|
|
(21.9 |
) |
|
|
(19.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker/ Dealer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
|
|
|
95.4 |
|
|
|
80.5 |
|
|
|
80.6 |
|
|
|
(18.5 |
) |
|
|
0.1 |
|
Other
|
|
|
11.8 |
|
|
|
10.2 |
|
|
|
10.7 |
|
|
|
(15.7 |
) |
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expense broker/dealer
|
|
|
107.2 |
|
|
|
90.7 |
|
|
|
91.3 |
|
|
|
(18.2 |
) |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expense
|
|
$ |
175.2 |
|
|
$ |
146.5 |
|
|
$ |
138.1 |
|
|
|
(19.6 |
)% |
|
|
(6.1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions, acquisition-related general and administrative
expenses and DAC capitalization all increased with the strong
sales increase over 2003. DAC amortization increased partly due
to true-ups of $3.2, reflecting actual lapse experience of MYG
annuities and the impact of the favorable change in the fair
value of EIA option liabilities. Insurance companies net
expenses also increased in 2004 as a result of the
reclassification of the net deferral of bonus interest to policy
benefits as discussed above. Broker/dealer revenues and expenses
increased commensurately due to the improved condition of equity
markets and higher sales volumes. In 2003, amortization of DAC
and VOBA increased primarily due to growth in the business and a
decrease in amortization in 2002 of $13.0 due to lower lapse
rates on fixed annuity products, partially offset by an $8.8
increase in amortization on variable annuity products using the
mean reversion techniques discussed in the Critical Accounting
Policies and Estimates section.
Risks in the annuity business are spread compression; increased
lapses from maturity of MYG annuities; increased lapses when
interest rates rise, particularly in the portion of business
subject to low or no surrender charges or MVA; execution risk on
EIA hedges; changes in taxation of our products or products they
might compete with; and competition from variable annuities or
other financial services in an evolving market for investment
products. We discuss these risks in more detail in the Critical
Accounting Policies and Estimates, Capital Resources, Liquidity,
and Market Risk Exposures sections of this filing.
Benefit Partners
The Benefit Partners segment markets products primarily through
a national distribution system of regional group offices. These
offices develop business through employee benefit brokers,
third-party administrators and other employee benefit firms.
27
Reportable segment
results(1)
for Benefit Partners were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Premiums and other considerations
|
|
$ |
1,113.2 |
|
|
$ |
756.0 |
|
|
$ |
638.1 |
|
|
|
47.2 |
% |
|
|
18.5 |
% |
Net investment income
|
|
|
88.9 |
|
|
|
63.8 |
|
|
|
60.2 |
|
|
|
39.3 |
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,202.1 |
|
|
|
819.8 |
|
|
|
698.3 |
|
|
|
46.6 |
|
|
|
17.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Policy benefits
|
|
|
840.7 |
|
|
|
576.3 |
|
|
|
477.9 |
|
|
|
(45.9 |
) |
|
|
(20.6 |
) |
Expenses
|
|
|
252.6 |
|
|
|
165.6 |
|
|
|
147.3 |
|
|
|
(52.5 |
) |
|
|
(12.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total benefits and expenses
|
|
|
1,093.3 |
|
|
|
741.9 |
|
|
|
625.2 |
|
|
|
(47.4 |
) |
|
|
(18.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment results before income taxes(1)
|
|
|
108.8 |
|
|
|
77.9 |
|
|
|
73.1 |
|
|
|
39.7 |
|
|
|
6.6 |
|
Income taxes
|
|
|
38.1 |
|
|
|
27.3 |
|
|
|
25.6 |
|
|
|
(39.6 |
) |
|
|
(6.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment results(1)
|
|
$ |
70.7 |
|
|
$ |
50.6 |
|
|
$ |
47.5 |
|
|
|
39.7 |
|
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Reportable segment results is a non-GAAP measure. See Note 15
for further discussion. |
The following table summarizes key information for Benefit
Partners that we believe to be important drivers and indicators
of our future profitability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2003 vs. | |
|
2004 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2002 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Life, Disability and Dental annualized sales
|
|
$ |
203 |
|
|
$ |
200 |
|
|
$ |
182 |
|
|
|
1.5 |
% |
|
|
9.9 |
% |
Reportable segment results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life
|
|
$ |
30.4 |
|
|
$ |
17.7 |
|
|
$ |
19.8 |
|
|
|
71.8 |
% |
|
|
(10.6 |
)% |
|
Disability
|
|
|
35.6 |
|
|
|
28.2 |
|
|
|
20.6 |
|
|
|
26.2 |
|
|
|
36.9 |
|
|
Dental
|
|
|
4.0 |
|
|
|
5.2 |
|
|
|
4.1 |
|
|
|
(23.1 |
) |
|
|
26.8 |
|
|
Other
|
|
|
0.7 |
|
|
|
(0.5 |
) |
|
|
3.0 |
|
|
|
240.0 |
|
|
|
(116.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
70.7 |
|
|
$ |
50.6 |
|
|
$ |
47.5 |
|
|
|
39.7 |
% |
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life
|
|
|
73.5 |
% |
|
|
77.5 |
% |
|
|
74.6 |
% |
|
|
|
|
|
|
|
|
|
Disability
|
|
|
72.9 |
|
|
|
69.2 |
|
|
|
70.4 |
|
|
|
|
|
|
|
|
|
|
Dental
|
|
|
76.8 |
|
|
|
75.6 |
|
|
|
74.6 |
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
73.7 |
% |
|
|
73.7 |
% |
|
|
73.0 |
% |
|
|
|
|
|
|
|
|
Total expenses as a % of premium income
|
|
|
22.7 |
% |
|
|
21.9 |
% |
|
|
23.2 |
% |
|
|
|
|
|
|
|
|
Average assets
|
|
$ |
1,683 |
|
|
$ |
988 |
|
|
$ |
851 |
|
|
|
70.3 |
% |
|
|
16.1 |
% |
Reportable segment results for Benefit Partners increased
substantially in 2004 over 2003, primarily due to approximately
$23.8 of after-tax earnings from the acquired Canada Life
business (the Canada Life block), excluding $5.5 of
after-tax borrowing costs related to the acquisition that are
included in the Corporate and Other segment. See Note 1 for
further discussion of the Canada Life transaction.
Total revenues for Benefit Partners increased over 2003 due to
the acquisition of substantially all of the U.S.-based group
life, disability and dental business of Canada Life and due to
organic growth from sales during 2004 and 2003. Excluding the
Canada Life block, premiums and other considerations increased
14.9% over 2003 due to strong growth in the disability business.
Annualized sales increased 1.5% over 2003 due to continued
growth in our sales force in a continued strong competitive
environment industry-wide. Also, our sales results reflect the
actions we implemented in 2003, and continued in 2004, in the
life business to tighten certain underwriting rules and
strengthen our sales focus on higher margin, smaller case
business.
28
The increase in policy benefits in 2004 reflected growth from
the acquired Canada Life business as well as strong organic
growth in our existing business. The combined loss ratio for
2004 of 73.7% was in line with 2003 as adverse experience in our
long-term disability business (from unfavorable experience in
incidence rates and unfavorable claims termination experience)
offset favorable experience in our life business. The increase
in policy benefits in 2003 vs. 2002 was driven by growth in
overall business coupled with an increased loss ratio, primarily
related to adverse mortality experience in our life business.
Accordingly, we made pricing increases to address an isolated
segment of our life business that was under-performing, and we
implemented greater management scrutiny of larger cases,
especially renewals of groups with adverse experience. These
changes contributed to the improved loss ratio in our life
business in 2004.
Expenses were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favorable/ | |
|
|
|
|
|
|
|
|
(Unfavorable) | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
2004 vs. | |
|
2003 vs. | |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Commissions
|
|
$ |
125.1 |
|
|
$ |
85.3 |
|
|
$ |
74.7 |
|
|
|
(46.7 |
)% |
|
|
(14.2 |
)% |
General and administrative
|
|
|
112.2 |
|
|
|
75.6 |
|
|
|
69.6 |
|
|
|
(48.4 |
) |
|
|
(8.6 |
) |
Taxes, licenses and fees
|
|
|
26.0 |
|
|
|
19.2 |
|
|
|
17.9 |
|
|
|
(35.4 |
) |
|
|
(7.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commissions and expenses incurred
|
|
|
263.3 |
|
|
|
180.1 |
|
|
|
162.2 |
|
|
|
(46.2 |
) |
|
|
(11.0 |
) |
Less commissions and expenses capitalized
|
|
|
(38.1 |
) |
|
|
(114.4 |
) |
|
|
(95.7 |
) |
|
|
(66.7 |
) |
|
|
19.5 |
|
Amortization of DAC
|
|
|
27.4 |
|
|
|
99.9 |
|
|
|
80.8 |
|
|
|
72.6 |
|
|
|
(23.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense
|
|
$ |
252.6 |
|
|
$ |
165.6 |
|
|
$ |
147.3 |
|
|
|
(52.5 |
)% |
|
|
(12.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The expense growth in 2004 reflects expenses from Canada Life
integration activities and overall growth in the business. The
2004 increase in the total unit expense ratios for the year
relative to the 2003 period is driven by the impact of these
integration expenses as well as the decline in DAC
capitalization and growth in DAC amortization expense on a unit
expense basis as this block continues to grow. In the first
quarter 2004, we also changed our presentation of commissions,
which are paid and expensed on a monthly basis. In the past, we
reflected such commissions as capitalized and fully amortized
each month. We no longer flow these commissions through DAC.
This change has no impact on total expenses or reportable
segment results. Expense growth in 2003 was in line with the
overall growth in the business.
In October 2004, the Office of the Attorney General of the State
of New York announced a lawsuit following a probe into two
practices it had observed in the property and casualty insurance
brokerage industry: bid rigging and contingent
commissions. The Company has not been named in any
litigation or investigation and has not received any subpoenas
with regard to such matters, though all insurance companies and
brokers licensed in the states of New Jersey, North Carolina and
Nebraska were asked by the respective Insurance Commissioners
within those states to provide certain information in the
context of an industry fact-finding investigation. Benefit
Partners has found no evidence of bid rigging. We
use broker bonus programs in our business development practices.
Such bonuses are considered normal practice within the industry.
It is unclear at this time what, if any, changes in regulation
may come about as a result of this matter, but the Company has
positioned its business practices to respond appropriately to
any increase in required disclosure or other such change in
business practices.
Risks beyond normal competition that may impact this segment
include increased morbidity risk due to a weak economy that may
increase disability claim costs (an industry-wide phenomenon);
continued medical cost inflation that can put pressure on
non-medical benefit premium rates because employers may focus
more on the employers cost of non-medical programs; and
mortality/morbidity risks including concentration risks from
acts of terrorism not priced for or reinsured. We mitigate these
risks by monitoring new and existing claims and industry health
care trend reports which serve as indicators of increased
employer medical costs, through scrutiny of larger cases,
especially renewals of groups with adverse experience, and
through intensive review of our concentration risks. Loss ratios
in our disability business, which have been historically lower
than industry averages, may increase toward industry averages as
this business continues to grow. In addition, continued declines
in investment yields could pressure interest spreads on
investments backing long-term disability reserves
29
and other long-tail liabilities and could require us to lower
the discount rate we use in establishing reserves. We monitor
these spreads carefully and evaluate any need to adjust
assumptions based on the then current outlook for investment
yield trends. One of our non-core products, Exec-U-Care®,
which provides an insured medical expense reimbursement vehicle
to executives for non-covered health plan costs, produced
revenues for this segment of approximately $129 and reportable
segment results of approximately $2 in 2004. A discontinuation
of Exec-U-Care®would have a significant impact on segment
revenues, but only a limited effect on reportable segment
results.
Communications
JPCC operates radio and television broadcast properties and
produces syndicated sports programming. Reportable segment
results(1)
for Communications were as follows:
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Favorable/ | |
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|
(Unfavorable) | |
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| |
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|
2004 vs. | |
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2003 vs. | |
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|
2004 | |
|
2003 | |
|
2002 | |
|
2003 | |
|
2002 | |
|
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| |
|
| |
|
| |
|
| |
|
| |
Communications revenues (net)
|
|
$ |
241.1 |
|
|
$ |
216.7 |
|
|
$ |
210.3 |
|
|
|
11.3 |
% |
|
|
3.0 |
% |
Cost of sales
|
|
|
47.8 |
|
|
|
45.8 |
|
|
|
44.2 |
|
|
|
(4.4 |
) |
|
|
(3.6 |
) |
Operating expenses
|
|
|
85.2 |
|
|
|
79.3 |
|
|
|
81.4 |
|
|
|
(7.4 |
) |
|
|
2.6 |
|
|
|
|
|
|
|
|
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|
|
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|
|
|
Broadcast cash flow
|
|
|
108.1 |
|
|
|
91.6 |
|
|
|
84.7 |
|
|
|
18.0 |
|
|
|
8.1 |
|
Depreciation and amortization
|
|
|
8.8 |
|
|
|
8.4 |
|
|
|
8.1 |
|
|
|
(4.8 |
) |
|
|
(3.7 |
) |
Corporate general and administrative expenses
|
|
|
7.3 |
|
|
|
6.4 |
|
|
|
7.7 |
|
|
|
(14.1 |
) |
|
|
16.9 |
|
Net interest expense
|
|
|
2.1 |
|
|
|
2.2 |
|
|
|
2.9 |
|
|
|
4.5 |
|
|
|
24.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue before income taxes
|
|
|
89.9 |
|
|
|
74.6 |
|
|
|
66.0 |
|
|
|
20.5 |
|
|
|
13.0 |
|
Income taxes
|
|
|
35.5 |
|
|
|
29.2 |
|
|
|
26.2 |
|
|
|
(21.6 |
) |
|
|
(11.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment results(1)
|
|
$ |
54.4 |
|
|
$ |
45.4 |
|
|
$ |
39.8 |
|
|
|
19.8 |
% |
|
|
14.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Reportable segment results is a Non-GAAP measure. See Note 15
for further discussion. |
Communications revenues increased in 2004 from political
advertising, increased market share in all of our radio and
television markets and excellent sales results in our sports
operations. In 2004, combined revenues for radio and television
increased 10.3% despite sluggish advertising growth in our radio
markets. Typically, political advertising favorably impacts
revenues in even-numbered years. Excluding the impact of
political revenues, revenues from television increased 4.3% in
2004 and 5.7% in 2003. Revenues from sports operations increased
$4.5 in 2004 due to increased demand for both our football and
basketball products, compared to an increase of $3.7 in 2003,
which was driven primarily by football.
Broadcast cash flow, a non-GAAP measure that is commonly used in
the broadcast industry, is calculated as communications revenues
less operating costs and expenses before depreciation and
amortization. Broadcast cash flow increased in all businesses in
2004 and 2003 as a result of the increase in revenues combined
with continued expense discipline.
Cost of sales represents direct and variable costs, consisting
primarily of sales commissions, rights fees and sports
production costs. Operating expenses represent other costs to
operate the broadcast properties, including salaries, marketing,
research, purchased programming and station overhead costs.
Total expenses, excluding interest expense, increased 6.6% in
2004 and decreased 1.1% in 2003. As a percent of communication
revenues, these expenses were 61.9%, 64.6% and 67.2% for 2004,
2003 and 2002. The 2004 and 2003 improvements reflect growing
revenues and continued expense discipline, partially offset in
2004 by increased sales commissions and bonuses.
On April 1, 2004, JPCC acquired the assets and an FCC
license to broadcast a FM radio station in San Diego, CA for $18.
Radio and television stations require a license, subject to
periodic renewal, from the FCC to operate. While management
considers the likelihood of a failure to renew remote, any
station that fails to receive renewal would
30
be forced to cease operations. We currently have two television
stations and five radio stations that are operating under
expired licenses pending renewal, as allowed by the FCC. The FCC
is delaying all commercial broadcast license renewals in these
states until all complaints against any commercial broadcast
station in that state are resolved. We are unaware of any
complaints involving JP stations.
Because our broadcasting businesses rely on advertising
revenues, they are sensitive to cyclical changes in both the
general economy and in the economic strength of local markets.
Furthermore, our stations derived 21.4% and 23.5% of their
advertising revenues from the automotive industry in 2004 and
2003. If automobile advertising is significantly curtailed, it
could have a negative impact on broadcasting revenues. In 2004,
6.7% of television revenues came from a network agreement with
our CBS-affiliated stations that expires in 2011. The trend in
the industry is away from the networks compensating affiliates
for carrying their programming, and there is a possibility those
revenues will be eliminated when the contract is renewed. Many
different businesses compete for available advertising sales in
our markets, including newspapers, magazines, billboards and
other radio and television broadcasters. Technological changes
(such as satellite radio) and consolidation in the broadcast
industry may increase competition for audiences and advertisers.
Corporate and Other
The Corporate and Other segment includes the excess capital of
the insurance subsidiaries, other corporate investments
including defaulted securities, benefit plan net assets,
goodwill related to insurance acquisitions, and corporate debt.
The reportable segment results primarily contain the earnings on
the invested excess capital, interest expense related to the
corporate debt, and operating expenses that are corporate in
nature (such as advertising and charitable and civic
contributions). All net realized capital gains and losses, which
include other-than-temporary impairments of securities, are
reported in this segment.
The following table summarizes results for this segment. Prior
year amounts have been restated to conform to the current year
presentation for the adoption of FIN 46, under which, as
discussed later and in Note 2, we no longer consolidate two
affiliated Capital Trusts.
|
|
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|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Earnings on investments and other income
|
|
$ |
94.9 |
|
|
$ |
93.9 |
|
|
$ |
77.2 |
|
Interest expense on debt
|
|
|
(48.1 |
) |
|
|
(33.8 |
) |
|
|
(35.9 |
) |
Operating expenses
|
|
|
(20.7 |
) |
|
|
(31.2 |
) |
|
|
(47.9 |
) |
Income taxes
|
|
|
6.6 |
|
|
|
3.2 |
|
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
62.2 |
|
|
|
(61.8 |
) |
|
|
(72.8 |
) |
|
|
|
|
|
|
|
|
|
|
Reportable segment results(1)
|
|
|
32.7 |
|
|
|
32.1 |
|
|
|
4.4 |
|
Realized investment gains (losses), net of taxes
|
|
|
26.5 |
|
|
|
(30.9 |
) |
|
|
(14.9 |
) |
|
|
|
|
|
|
|
|
|
|
Reportable segment results, including realized gains (losses)(1)
|
|
$ |
59.2 |
|
|
$ |
1.2 |
|
|
$ |
(10.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Reportable segment results is a non-GAAP measure. See Note 15
for further discussion. |
Earnings on investments and other income increased $1.0 in 2004,
driven primarily by an increase in default charges received from
the operating segments, a $3.6 settlement from a Bank of America
merger class action suit, and dividends related to equity
securities, offset partially by the allocation of bond calls to
our segments and lower portfolio yields. Default charges are
received from the operating segments for this segments
assumption of all credit related losses on the invested assets
of those segments. These charges are calculated in part as a
percentage of invested assets. Default charge income for 2004,
2003 and 2002 was $38.5, $31.3 and $21.9. The increase in 2004
resulted from an increase in investment assets including those
related to the Canada Life business and a change in fixed income
securities asset mix. Default charges increased in 2003 in
response to the credit environment experienced in the securities
markets during recent years. Earnings on investments in this
segment can fluctuate based upon opportunistic repurchases of
common stock, the amount of excess capital generated by the
operating segments and lost investment income on bonds defaulted
or sold at a loss.
31
Interest expense on debt increased $14.3 in 2004 after remaining
flat in 2003 and decreasing $17.6 in 2002. The 2004 increase
reflects a change in the mix of outstanding indebtedness between
floating and fixed rate instruments and an increase in the
overall level of outstanding indebtedness. Specifically, our
fixed rate indebtedness increased with the issuance of $300 of
ten-year notes on January 27, 2004 at an effective interest
rate of 4.77%, a portion of which was used to support the Canada
Life acquisition (See Note 1). See Note 8 for details of our
debt structure and interest costs. Operating expenses declined
in 2004 and 2003, and expenses for 2002 included an accrual for
litigation of $23.1. Operating expenses vary with the level of
corporate activities and strategies.
Effective tax rates improved in 2004 versus 2003 due to an
increase in non-taxable income and the dividends-received
deduction.
Realized investment gains and losses were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Stock gains
|
|
$ |
95.6 |
|
|
$ |
13.8 |
|
|
$ |
161.5 |
|
Stock losses
|
|
|
(3.6 |
) |
|
|
|
|
|
|
(1.1 |
) |
Stock losses from writedowns
|
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
Bond gains
|
|
|
36.8 |
|
|
|
58.0 |
|
|
|
31.2 |
|
Bond losses from sales
|
|
|
(36.4 |
) |
|
|
(34.0 |
) |
|
|
(36.9 |
) |
Bond losses from writedowns
|
|
|
(58.5 |
) |
|
|
(94.8 |
) |
|
|
(163.1 |
) |
Other gains and losses (net)
|
|
|
6.2 |
|
|
|
(4.1 |
) |
|
|
(8.7 |
) |
|
|
|
|
|
|
|
|
|
|
Total pretax gains (losses)
|
|
|
39.0 |
|
|
|
(61.1 |
) |
|
|
(17.1 |
) |
DAC amortization
|
|
|
1.8 |
|
|
|
14.4 |
|
|
|
(4.9 |
) |
Income taxes
|
|
|
(14.3 |
) |
|
|
15.8 |
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains (losses), net of taxes
|
|
$ |
26.5 |
|
|
$ |
(30.9 |
) |
|
$ |
(14.9 |
) |
|
|
|
|
|
|
|
|
|
|
The realized investment gains in 2004 sharply contrasted with
the realized investment losses in the two previous years. The
2004 improvement was due to stock gains as well as the decline
in bond impairments as a result of significant improvement in
the corporate credit environment and proactive portfolio
management. The 2004 write downs primarily reflected further
deterioration among airline issuers.
We reflect provisions for credit related losses in our estimated
gross profits when calculating DAC and VOBA amortization. As
reflected in the preceding table, we record DAC amortization on
realized gains and losses on investments that back UL-type
products. Modeling of expected gross profits related to DAC and
VOBA is discussed further in the Critical Accounting Policies
and Estimates section.
The following table summarizes assets assigned to this segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 vs. | |
|
|
2004 | |
|
2003 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Parent company, passive investment companies and Corporate line
assets of insurance subsidiaries
|
|
$ |
1,195 |
|
|
$ |
1,206 |
|
|
|
(0.9 |
)% |
Unrealized gain on fixed interest investments
|
|
|
629 |
|
|
|
612 |
|
|
|
2.8 |
|
Co-insurance receivables on acquired blocks
|
|
|
929 |
|
|
|
980 |
|
|
|
(5.2 |
) |
Employee benefit plan assets
|
|
|
397 |
|
|
|
369 |
|
|
|
7.6 |
|
Goodwill arising from insurance acquisitions
|
|
|
270 |
|
|
|
270 |
|
|
|
|
|
Other
|
|
|
343 |
|
|
|
312 |
|
|
|
14.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,763 |
|
|
$ |
3,749 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
Total assets for the Corporate and Other segment increased
primarily as a result of the increase in unrealized gains on
fixed interest investments as well as the increase in employee
benefit plan assets. We received a large policy loan repayment
in the second quarter, reducing coinsurance receivables.
32
Risks for this segment include investment impairments due to
weakening in the economy, the risk of rising interest rates on
our floating rate debt, our ability to replace existing debt
agreements with comparable terms, declines in the dividends on
or the values of our equity securities which would limit our
potential for realized gains, general uncertainty regarding
litigation, and the potential for future impairment of goodwill.
Also, as discussed in the Liquidity section, to service our debt
and to pay shareholder dividends, we rely on excess cash flows
through dividends from our subsidiaries. Dividends from our
insurance subsidiaries depend upon regulatory approval when
above certain limits.
Capital Resources
Our capital structure consists of 10-year term notes, floating
rate EXtendible Liquidity Securities® (EXLs), short-term
commercial paper, securities sold under repurchase agreements,
junior subordinated debentures, and stockholders equity.
We also have a bank credit agreement, under which we have the
option to borrow at various interest rates. The agreement, as
amended on May 7, 2004, aggregates $348, which is available
until May 2007. The credit agreement principally supports our
issuance of commercial paper.
Outstanding commercial paper has various maturities that can be
up to 270 days. If we cannot remarket commercial paper at
maturity, we have sufficient liquidity, consisting of the bank
credit agreements, liquid assets, such as equity securities, and
other resources to retire these obligations. The
weighted-average interest rates for commercial paper borrowings
outstanding of $188 and $654 at December 31, 2004 and 2003
were 2.30% and 1.13%. The maximum amount outstanding in 2004,
after the January issuance of the term debt and EXLs, was $298
compared to $656 in 2003.
Our commercial paper is currently rated by two rating agencies.
|
|
|
|
|
Agency |
|
Rating | |
|
|
| |
Fitch
|
|
|
F1+ |
|
Standard & Poors
|
|
|
A1+ |
|
These are both the highest ratings that the agencies issue and
were reaffirmed in 2005. A significant drop in these ratings,
while not anticipated, could cause us to pay higher rates on
commercial paper borrowings or lose access to the commercial
paper market.
Our insurance subsidiaries have sold collateralized mortgage
obligations and agency debentures under repurchase agreements
involving various counterparties, accounted for as financing
arrangements with maturities less than six months. We may use
proceeds to purchase securities with longer durations as an
asset/liability management strategy. At December 31, 2004
and 2003, repurchase agreements, including accrued interest,
were $468 and $401. The securities involved had a fair value and
amortized cost of $489 and $459 at December 31, 2004 versus
$428 and $406 at December 31, 2003. The maximum principal
amounts outstanding were $528 and $597 during 2004 and 2003.
The junior subordinated debentures were issued in 1997 and
consist of $206 at an interest rate of 8.14% and $103 at an
interest rate of 8.285%. Interest is paid semi-annually. These
debentures mature in 2046, but are redeemable prior to maturity
at the option of the Company beginning January 15, 2007,
with two-thirds subject to a call premium of 4.07% and the
remainder subject to a call premium of 4.14%, each grading to
zero as of January 15, 2017.
In January 2004, we issued $300 of 4.75% 10-year term notes and
$300 of floating rate EXtendible Liquidity Securities®
(EXLs) that currently have a maturity of November 2005, as of
December 31, 2004, subject to periodic extension through
2011. Each quarter, the holders must make an election to extend
the maturity of the EXLs for 13 months, otherwise they
become due and payable on the next maturity date to which they
had previously been extended. The EXLs bear interest at LIBOR
plus a spread, which increases annually to a maximum of 10 basis
points. The proceeds from the debt issuances were used to
support the Canada Life acquisition and to pay down commercial
paper while rebalancing the mix of fixed and floating rate debt
and short and long term maturities in our capital structure. We
received confirmation from both Fitch and S&P that the debt
33
issuance had no impact on our ratings or outlook. We are
considering the issuance of funding-agreement-backed notes,
which would be secured by annuity contracts issued by one of our
life insurance subsidiaries.
Stockholders equity increased $128 in 2004 compared to
$266 in 2003. Unrealized gains on available-for-sale securities,
which are included as a component of stockholders equity,
increased $12 and $78 in those years. The remaining change in
stockholders equity reflects net income, dividends to
stockholders, changes in the fair values of derivatives, changes
in the minimum pension liability, and common share activity due
to issuance of shares under our stock option plans and share
repurchases. Our ratio of stockholders equity to assets
excluding separate accounts was 12.0%, 12.5% and 12.3% at
December 31, 2004, 2003 and 2002.
In 2004 we repurchased 5,368,200 of our common shares at an
average cost of $51.05 per share compared to 3,578,600 shares at
an average cost of $43.15 in 2003. At year end 2004, we had
authorization from our board to repurchase 4.1 million
additional shares.
Our insurance subsidiaries have statutory surplus and risk based
capital levels well above current regulatory required levels. As
mentioned earlier, a significant portion of our life sales
consists of products containing no-lapse guarantees (secondary
guarantees), for which statutory reserving practices (referred
to as AXXX) are currently under review by the
National Association of Insurance Commissioners. Numerous
proposals have been circulated by regulators and the industry
and debate is ongoing. Certain approaches could require
companies to hold additional statutory policy reserves. Our
estimate of the potential impact on our year end 2004 statutory
surplus under various approaches ranges from $0 to $200. This
potential impact would grow annually, particularly with
continued sales of products subject to these reserve
requirements. The proposals under consideration, if adopted in a
manner that results in significantly increased statutory
reserves, could cause the Company and other insurers to increase
pricing or otherwise limit availability of certain product
offerings. In December 2004, we formed an insurance subsidiary,
chartered in Bermuda for the purpose of providing intracompany
reinsurance. In conjunction with the establishment of this
subsidiary, we obtained a $500 letter of credit facility, which
will provide credit enhancement for our subsidiarys
reinsurance obligations. JP is a guarantor under the letter of
credit facility. At December 31, 2004, we had not reinsured
any reserves subject to AXXX. We continue to review other
strategic alternatives in the event that regulatory requirements
ultimately result in provision of higher statutory reserves for
our secondary guarantee products. We cannot estimate the cost of
potential alternative solutions.
Our insurance subsidiaries have statutory surplus and risk based
capital levels well above regulatory required levels. These
capital levels together with the rating agencies
assessments of our business strategies have enabled our major
life insurance affiliates to attain the following financial
strength ratings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JP Life | |
|
JPFIC | |
|
JPLA | |
|
|
| |
|
| |
|
| |
A.M. Best
|
|
|
A++ |
|
|
|
A++ |
|
|
|
A++ |
|
Standard & Poors
|
|
|
AAA |
|
|
|
AAA |
|
|
|
AAA |
|
Fitch Ratings
|
|
|
AA+ |
|
|
|
AA+ |
|
|
|
AA+ |
|
The ratings by A.M. Best and Standard & Poors are
currently the highest available by those rating agencies and
have been reaffirmed in 2005, while the ratings by Fitch Ratings
is that agencys second highest rating. A significant drop
in our ratings, while not anticipated, could potentially impact
future sales and/or accelerate surrenders on our business in
force.
Liquidity
We meet liquidity requirements primarily by positive cash flows
from the operations of subsidiaries. Primary sources of cash
from our insurance operations are premiums, other insurance
considerations, receipts for policyholder accounts, investment
sales and maturities and investment income. Primary uses of cash
for our insurance operations include purchases of investments,
payment of insurance benefits, operating expenses, withdrawals
from policyholder accounts, costs related to acquiring new
business, dividends and income taxes. Primary sources of cash
from the Communications operations are revenues from broadcast
advertising, and primary uses include payments for commissions,
compensation and related costs, sports rights, interest, income
34
taxes and purchases of fixed assets. We have the ability to
generate adequate cash flows for operations on a short-term
basis and a long-term basis.
Net cash provided by operations in 2004, 2003 and 2002 was $991,
$537 and $403. The primary driver for the increase over 2003
related to the proceeds received in the Canada Life transaction,
an increase in traditional premium receipts from organic growth
in Benefit Partners, and lower federal income tax payments. The
increase in 2003 over 2002 was from an increase in traditional
product premium receipts in our Benefit Partners segment due to
growth in that segment, combined with the timing of the
processing of Community Banks and BOLI single premiums received
in late 2001, pending policy issuance which then occurred in
2002. Those premiums were reported as cash received from
operations in 2001 and as a decrease in cash from operations in
2002.
Net cash used in investing activities was $1,786, $1,420 and
$1,599 in 2004, 2003 and 2002. In 2004, investment purchases
increased substantially due to cash received in the Canada Life
transaction and from higher sales of EIAs. Cash used in other
investing activities increased due to purchases of affordable
housing tax credit securities, higher originations of mortgages
loans, and an acquisition of assets and an FCC license for a
radio station. The decrease in AIP sales in 2003 provided less
funds for investment purposes. Record sales levels in our
Individual Products segment in 2002 increased funds available
for investment.
Net cash provided by financing activities was $810, $888 and
$1,124 in 2004, 2003 and 2002, including cash inflows from
policyholder contract deposits net of withdrawals of $1,022,
$1,081 and $1,404. The fluctuations in net policyholder contract
deposits reflect higher sales of EIAs offset by higher
surrenders in 2004 and lower Community Bank life sales in 2003
compared to 2002. Net borrowings increased in 2004 over 2003
largely due to the funding of the Canada Life acquisition.
In order to meet the parent companys dividend payments,
debt servicing obligations and other expenses, we rely on
dividends from our insurance subsidiaries. Cash dividends
received from subsidiaries by the parent company were $289, $273
and $402 in 2004, 2003 and 2002. Our life insurance subsidiaries
are subject to laws in their states of domicile that limit the
amount of dividends that can be paid without the prior approval
of the respective states insurance regulator. The limits
are based in part on the prior years statutory income and
capital, which are negatively impacted by bond losses and write
downs. Approval of these dividends will depend upon the
circumstances at the time, but we have not experienced problems
with state approvals in the past.
Cash and cash equivalents were $87, $72 and $67 at
December 31, 2004, 2003 and 2002. The parent company and
non-regulated subsidiaries held equity and fixed income
securities of $678, $753 and $424 at these dates. We consider
the majority of these securities to be a source of liquidity to
support our strategies.
Total assets increased $2,409 in 2004 and $2,077 in 2003 due
primarily to the Canada Life acquisition, net policyholder
contract deposits, growth in DAC, and growth in separate account
assets, which more than offset dividends, stock repurchases and
impairment losses.
Total debt and equity securities available-for-sale at
December 31, 2004 and 2003 were $20,375 and $18,462. Gross
unrealized gains and losses at December 31, 2004 were $1,415 and
$(57) compared to gross unrealized gains and losses at
December 31, 2003 of $1,446 and $(107).
At December 31, 2004 and 2003, we had reinsurance
receivables of $828 and $845 and policy loans of $61 and $103
which are related to the businesses of JP Financial that are
coinsured with Household International (HI) affiliates. HI
has provided payment, performance and capital maintenance
guarantees with respect to the balances receivable. We regularly
evaluate the financial condition of our reinsurers and monitor
concentrations of credit risk related to reinsurance activities.
We have not suffered any significant credit losses from
reinsurance activities in the last three years.
The following table details our contractual obligations,
including principal and interest where applicable, at
December 31, 2004. The amounts in the table are different
than those reported in our consolidated balance sheet at
December 31, 2004 due to the consideration of interest in debt
obligations and discounted estimates of future payments for
policy liabilities excluding the impact of future premium
revenues. Some of the figures we include
35
in this table are based on managements estimates and
assumptions about these obligations, including their duration,
the possibility of renewal, anticipated actions by third
parties, and other factors. Because these estimates and
assumptions are necessarily subjective, the enforceable and
legally binding obligations we will actually pay in future
periods are likely to vary from those reflected in the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Payments Due by Period | |
|
|
| |
|
|
|
|
2010 and | |
|
|
|
|
2005 | |
|
2006-2007 | |
|
2008-2009 | |
|
After | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Commercial paper borrowings
|
|
$ |
188 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
188 |
|
Reverse repurchase agreements
|
|
|
468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468 |
|
EXLs
|
|
|
9 |
|
|
|
24 |
|
|
|
28 |
|
|
|
318 |
|
|
|
379 |
|
10-year term notes
|
|
|
14 |
|
|
|
29 |
|
|
|
29 |
|
|
|
357 |
|
|
|
429 |
|
Junior subordinated debentures
|
|
|
25 |
|
|
|
51 |
|
|
|
51 |
|
|
|
1,223 |
|
|
|
1,350 |
|
Purchase obligations
|
|
|
69 |
|
|
|
109 |
|
|
|
90 |
|
|
|
69 |
|
|
|
337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, excluding policy liabilities
|
|
|
773 |
|
|
|
213 |
|
|
|
198 |
|
|
|
1,967 |
|
|
|
3,151 |
|
Policy liabilities, discounted
|
|
|
3,195 |
|
|
|
5,795 |
|
|
|
4,370 |
|
|
|
18,218 |
|
|
|
31,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$ |
3,968 |
|
|
$ |
6,008 |
|
|
$ |
4,568 |
|
|
$ |
20,185 |
|
|
$ |
34,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External commercial paper and reverse repurchase agreements
represent short-term debts that are due in less than one year.
As discussed earlier, the floating-rate EXLs at yearend had a
maturity of November 2005, subject to periodic extension through
2011. For purposes of this table, we have assumed these
securities will be extended until 2011 and have calculated
interest payments by applying the spreads defined in the
agreement to 1-year LIBOR forward rates.
The payments for the 10-year term notes are based on the
amortization schedule included in the debt agreement.
The junior subordinated debentures mature in 2046, or earlier at
our option beginning in 2007. For purposes of this table, we
have assumed the debentures remain outstanding until 2046.
Purchase obligations consist of JPCC commitments for purchases
of syndicated television programming and commitments on other
contracts and future sports programming rights. In 2004, JPCC
announced an agreement in principle that will give JP Sports and
its broadcasting partner television syndication rights to
Atlantic Coast Conference football and basketball games through
the 2010 season. While the agreement is not yet final, we have
estimated the amount of the future obligations that will be
required under the present terms of the arrangement. Purchase
obligations represent $337 as of December 31, 2004, payable
through the year 2011. We have commitments to sell a portion of
those sports programming rights to other entities for $231 over
the same period. These commitments are not reflected as an asset
or liability in our balance sheets because the programs are not
currently available for use. We expect advertising revenues that
are sold on an annual basis to fund the purchase commitments.
Our total policy liabilities also represent contractual
obligations, where the timing of payments is uncertain because
it depends on insurable events or policyholder surrenders. Our
asset-liability management process, discussed further in Market
Risk Exposures, is designed to appropriately match our invested
assets with the actuarially estimated timing of amounts payable
to our policyholders. We have included an estimate as to the
timing of the payment of these obligations in the table above,
assuming a level interest rate scenario. The amounts presented
were discounted over a 50-year period using an interest rate of
6%.
|
|
|
Off Balance Sheet Arrangements and Commitments |
We have no material off balance sheet arrangements of a
financing nature. We routinely enter into commitments to extend
credit in the form of mortgage loans and to purchase certain
debt instruments in private placement transactions for our
investment portfolio. The fair value of such outstanding
commitments as of
36
December 31, 2004 approximates $121. These commitments will
be funded through cash flows from operations and investment
maturities during 2005 and are not included in contractual
obligations listed above.
Investments
Our strategy for managing the investment portfolio of our
insurance subsidiaries is to consistently meet pricing
assumptions while appropriately managing credit risk. We invest
for the long term, and most of our investments are held until
they mature. Our investment portfolio includes primarily fixed
income securities and commercial mortgage loans. The nature and
quality of investments that our insurance subsidiaries hold must
comply with state regulatory requirements. We have established a
formal investment policy, which describes our overall quality
and diversification objectives and limits.
Approximately 90% of our securities portfolio has been
designated as available-for-sale (AFS) and is carried on
the balance sheet at fair value. We determine fair values of our
securities, including securities not actively traded, using the
methodology described in the Critical Accounting Policies and
Estimates section above. Changes in fair values of AFS
securities are reflected in other comprehensive income. The
remainder of our securities portfolio has been designated as
held-to-maturity (HTM). As prescribed by generally accepted
accounting principles, HTM securities are carried at amortized
cost, and accordingly there is a difference between fair value
and carrying value for HTM securities.
The following table shows the carrying values of our invested
assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
December 31, | |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Publicly-issued bonds
|
|
$ |
16,871 |
|
|
|
61.0 |
% |
|
$ |
15,823 |
|
|
|
61.3 |
% |
Privately-placed bonds
|
|
|
5,210 |
|
|
|
18.8 |
|
|
|
4,621 |
|
|
|
17.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
22,081 |
|
|
|
79.8 |
|
|
|
20,444 |
|
|
|
79.2 |
|
Redeemable preferred stock
|
|
|
13 |
|
|
|
0.1 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities
|
|
|
22,094 |
|
|
|
79.9 |
|
|
|
20,458 |
|
|
|
79.2 |
|
Mortgage loans on real property
|
|
|
3,667 |
|
|
|
13.3 |
|
|
|
3,472 |
|
|
|
13.4 |
|
Common stock
|
|
|
647 |
|
|
|
2.3 |
|
|
|
754 |
|
|
|
2.9 |
|
Non-redeemable preferred stock
|
|
|
3 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Policy loans
|
|
|
839 |
|
|
|
3.0 |
|
|
|
869 |
|
|
|
3.4 |
|
Real estate
|
|
|
125 |
|
|
|
0.5 |
|
|
|
132 |
|
|
|
0.5 |
|
Other
|
|
|
193 |
|
|
|
0.7 |
|
|
|
65 |
|
|
|
0.3 |
|
Cash and equivalents
|
|
|
87 |
|
|
|
0.3 |
|
|
|
72 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
27,655 |
|
|
|
100.0 |
% |
|
$ |
25,824 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
Unrealized Gains and Losses |
The following table summarizes by category the unrealized gains
and losses in our entire securities portfolios, including common
stock and redeemable preferred stock, as of December 31,
2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
|
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
Carrying | |
|
|
Cost | |
|
Gains | |
|
Losses | |
|
Value | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Available-for-sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Treasury obligations and direct obligations of US Government
agencies
|
|
$ |
253 |
|
|
$ |
13 |
|
|
$ |
|
|
|
$ |
266 |
|
|
$ |
266 |
|
Federal agency mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
1,610 |
|
|
|
64 |
|
|
|
(4 |
) |
|
|
1,670 |
|
|
|
1,670 |
|
Obligations of states and political subdivisions
|
|
|
57 |
|
|
|
4 |
|
|
|
|
|
|
|
61 |
|
|
|
61 |
|
Corporate obligations
|
|
|
16,225 |
|
|
|
853 |
|
|
|
(51 |
) |
|
|
17,027 |
|
|
|
17,027 |
|
Corporate private-labeled mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
659 |
|
|
|
31 |
|
|
|
(2 |
) |
|
|
688 |
|
|
|
688 |
|
Redeemable preferred stock
|
|
|
12 |
|
|
|
1 |
|
|
|
|
|
|
|
13 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities
|
|
|
18,816 |
|
|
|
966 |
|
|
|
(57 |
) |
|
|
19,725 |
|
|
|
19,725 |
|
Non-redeemable preferred stock
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
3 |
|
|
|
3 |
|
Common stock
|
|
|
199 |
|
|
|
448 |
|
|
|
|
|
|
|
647 |
|
|
|
647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale
|
|
|
19,017 |
|
|
|
1,415 |
|
|
|
(57 |
) |
|
|
20,375 |
|
|
|
20,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity, carried at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
|
6 |
|
|
|
1 |
|
|
|
|
|
|
|
7 |
|
|
|
6 |
|
Corporate obligations
|
|
|
2,363 |
|
|
|
153 |
|
|
|
(9 |
) |
|
|
2,507 |
|
|
|
2,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities held-to-maturity
|
|
|
2,369 |
|
|
|
154 |
|
|
|
(9 |
) |
|
|
2,514 |
|
|
|
2,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total AFS and HTM securities
|
|
$ |
21,386 |
|
|
$ |
1,569 |
|
|
$ |
(66 |
) |
|
$ |
22,889 |
|
|
$ |
22,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The majority of our unrealized gains and losses can be
attributed to changes in interest rates and market changes in
credit spreads. These unrealized gains and losses do not
necessarily represent future gains or losses that will be
realized. Changing conditions related to specific bonds, overall
market interest rates, credit spreads or equity securities
markets as well as general portfolio management decisions are
likely to impact values we ultimately realize. Gross unrealized
gains and losses at December 31, 2003 were $1,633 and
$(128).
38
The following table shows the diversification of unrealized
gains and losses for our debt securities portfolio across
industry sectors as of December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
|
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
Carrying | |
|
|
Cost | |
|
Gains | |
|
Losses | |
|
Value | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Industrials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Materials
|
|
$ |
967 |
|
|
$ |
51 |
|
|
$ |
(2 |
) |
|
$ |
1,016 |
|
|
$ |
1,007 |
|
|
Capital Goods
|
|
|
1,330 |
|
|
|
73 |
|
|
|
(5 |
) |
|
|
1,398 |
|
|
|
1,381 |
|
|
Communications
|
|
|
1,348 |
|
|
|
73 |
|
|
|
(3 |
) |
|
|
1,418 |
|
|
|
1,402 |
|
|
Consumer, Cyclical
|
|
|
1,140 |
|
|
|
57 |
|
|
|
(4 |
) |
|
|
1,193 |
|
|
|
1,181 |
|
|
Consumer, Noncyclical
|
|
|
2,318 |
|
|
|
133 |
|
|
|
(6 |
) |
|
|
2,445 |
|
|
|
2,429 |
|
|
Energy
|
|
|
1,401 |
|
|
|
69 |
|
|
|
(3 |
) |
|
|
1,467 |
|
|
|
1,462 |
|
|
Technology
|
|
|
347 |
|
|
|
8 |
|
|
|
(2 |
) |
|
|
353 |
|
|
|
352 |
|
|
Transportation
|
|
|
774 |
|
|
|
59 |
|
|
|
(6 |
) |
|
|
827 |
|
|
|
823 |
|
|
Other Industrials
|
|
|
700 |
|
|
|
36 |
|
|
|
(1 |
) |
|
|
735 |
|
|
|
730 |
|
Utilities
|
|
|
3,897 |
|
|
|
245 |
|
|
|
(10 |
) |
|
|
4,132 |
|
|
|
4,099 |
|
Financials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks
|
|
|
2,328 |
|
|
|
124 |
|
|
|
(9 |
) |
|
|
2,443 |
|
|
|
2,427 |
|
|
Insurance
|
|
|
803 |
|
|
|
27 |
|
|
|
(3 |
) |
|
|
827 |
|
|
|
823 |
|
|
Other Financials
|
|
|
1,563 |
|
|
|
70 |
|
|
|
(6 |
) |
|
|
1,627 |
|
|
|
1,620 |
|
Mortgage-backed Securities (including Commercial Mortgage-backed
Securities)
|
|
|
2,269 |
|
|
|
95 |
|
|
|
(6 |
) |
|
|
2,358 |
|
|
|
2,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
21,185 |
|
|
$ |
1,120 |
|
|
$ |
(66 |
) |
|
$ |
22,239 |
|
|
$ |
22,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our internal guidelines require an average quality of an S&P
or equivalent rating of A or higher for the entire
bond portfolio. At December 31, 2004, the average quality
rating of our bond portfolio was A, which equates to
a rating of 1 from the National Association of Insurance
Commissioners Securities Valuation Office (SVO). We
monitor the overall credit quality of our portfolio within
internal investment guidelines. This table describes our debt
security portfolio by credit rating.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&P or |
|
|
|
|
|
|
|
% of | |
SVO |
|
Equivalent |
|
Amortized | |
|
Fair | |
|
Carrying | |
|
Carrying | |
Rating |
|
Designation |
|
Cost | |
|
Value | |
|
Value | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
|
| |
1
|
|
AAA |
|
$ |
2,762 |
|
|
$ |
2,869 |
|
|
$ |
2,865 |
|
|
|
13.0 |
% |
1
|
|
AA |
|
|
1,990 |
|
|
|
2,097 |
|
|
|
2,085 |
|
|
|
9.4 |
|
1
|
|
A |
|
|
7,183 |
|
|
|
7,591 |
|
|
|
7,527 |
|
|
|
34.1 |
|
2
|
|
BBB |
|
|
7,991 |
|
|
|
8,372 |
|
|
|
8,311 |
|
|
|
37.6 |
|
3
|
|
BB |
|
|
800 |
|
|
|
834 |
|
|
|
832 |
|
|
|
3.8 |
|
4
|
|
B |
|
|
377 |
|
|
|
390 |
|
|
|
390 |
|
|
|
1.8 |
|
5
|
|
CCC and lower |
|
|
61 |
|
|
|
64 |
|
|
|
62 |
|
|
|
0.2 |
|
6
|
|
In or near default |
|
|
21 |
|
|
|
22 |
|
|
|
22 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
21,185 |
|
|
$ |
22,239 |
|
|
$ |
22,094 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limiting our bond exposure to any one creditor is another way we
manage credit risk. The following table lists our ten largest
exposures to an individual creditor in our bond portfolio as of
December 31, 2004. As noted
39
above, the carrying values in the following tables are stated at
fair value for AFS securities and amortized cost for HTM
securities.
|
|
|
|
|
|
|
|
|
|
|
Carrying | |
Creditor |
|
Sector |
|
Value | |
|
|
|
|
| |
Wachovia
|
|
Financial Institutions |
|
$ |
161 |
|
JP Morgan Chase
|
|
Financial Institutions |
|
|
142 |
|
Weingarten Realty Investors
|
|
Financial Institutions |
|
|
105 |
|
Goldman Sachs Group
|
|
Financial Institutions |
|
|
104 |
|
Cargill Incorporated
|
|
Consumer, Noncyclical |
|
|
99 |
|
Citigroup Incorporated
|
|
Financial Institutions |
|
|
97 |
|
Burlington Northern Santa Fe
|
|
Transportation |
|
|
96 |
|
United Health Group Inc
|
|
Consumer, Noncyclical |
|
|
95 |
|
US Bancorp
|
|
Financial Institutions |
|
|
94 |
|
Anheuser-Busch Companies
|
|
Consumer, Noncyclical |
|
|
93 |
|
We monitor those securities that are rated below investment
grade as to individual exposures and in comparison to the entire
portfolio, as an additional credit risk management strategy.
The following table shows the ten largest below investment grade
debt security exposures by individual issuer at
December 31, 2004. Investment grade bonds of issuers listed
below are not included in these values. The gross unrealized
gain or loss shown below is calculated as the difference between
the fair value of the securities and their carrying values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
|
|
|
Amortized | |
|
|
|
Unrealized | |
Creditor |
|
Sector |
|
Cost | |
|
Carrying Value | |
|
Gain/(Loss) | |
|
|
|
|
| |
|
| |
|
| |
Ahold, Royal
|
|
Consumer, Noncyclical |
|
$ |
46 |
|
|
$ |
50 |
|
|
$ |
4 |
|
El Paso Corp
|
|
Utilities |
|
|
48 |
|
|
|
49 |
|
|
|
1 |
|
Nova Chem Ltd/ Nova Chem
|
|
Basic Materials |
|
|
37 |
|
|
|
37 |
|
|
|
|
|
Rite Aid Corp
|
|
Consumer, Cyclical |
|
|
33 |
|
|
|
34 |
|
|
|
1 |
|
Thomas & Betts Co
|
|
Technology |
|
|
31 |
|
|
|
32 |
|
|
|
1 |
|
Intl Telecom Satellite US
|
|
Communications |
|
|
30 |
|
|
|
30 |
|
|
|
|
|
Qwest Communications Intl
|
|
Communications |
|
|
28 |
|
|
|
29 |
|
|
|
1 |
|
Homer City Funding LLC
|
|
Utilities |
|
|
25 |
|
|
|
28 |
|
|
|
3 |
|
Williams Cos Inc
|
|
Utilities |
|
|
26 |
|
|
|
28 |
|
|
|
2 |
|
Allied Waste N America
|
|
Capital Goods |
|
|
27 |
|
|
|
24 |
|
|
|
(3 |
) |
At December 31, 2004 and 2003, below investment grade bonds
were $1,299 or 5.9% and $1,452 or 7.1% of the carrying value of
the bond portfolio, reflecting sales and upgrades of below
investment grade bonds that occurred in 2004.
As noted above, credit risk is inherent in our bond portfolio.
We manage this risk through a structured approach in which we
assess the effects of the changing economic landscape. We devote
a significant amount of effort of both highly specialized,
well-trained internal resources and external experts in our
approach to managing credit risk.
In identifying potentially distressed securities, we
first screen for all securities that have a fair value to
amortized cost ratio of less than 80%. However, as part of this
identification process, management must make assumptions and
judgments using the following information:
|
|
|
|
|
current fair value of the security compared to amortized cost |
|
|
|
length of time the fair value was below amortized cost |
|
|
|
industry factors or conditions related to a geographic area that
are negatively affecting the security |
40
|
|
|
|
|
downgrades by a rating agency |
|
|
|
past due interest or principal payments or other violation of
covenants |
|
|
|
deterioration of the overall financial condition of the specific
issuer |
In analyzing securities for other-than-temporary impairments, we
then pay special attention to securities that have been
potentially distressed for a period greater than six months. We
assume that, absent reliable contradictory evidence, a security
that is potentially distressed for a continuous period greater
than twelve months has incurred an other-than-temporary
impairment. Such reliable contradictory evidence might include,
among other factors, a liquidation analysis performed by our
investment professionals and consultants, improving financial
performance or valuation of underlying assets specifically
pledged to support the credit.
When we identify a security as potentially impaired, we add it
to our potentially distressed security list and determine if the
impairment is other-than-temporary. Various committees comprised
of senior management and investment analysts intensively review
the potentially distressed security list to determine if a
security is deemed to be other than temporarily impaired. In
this review, we consider the following criteria:
|
|
|
|
|
fundamental analysis of the liquidity and financial condition of
the specific issuer |
|
|
|
underlying valuation of assets specifically pledged to support
the credit |
|
|
|
time period in which the fair value has been significantly below
amortized cost |
|
|
|
industry sector or geographic area applicable to the specific
issuer |
|
|
|
our ability and intent to retain the investment for a sufficient
time to recover its value |
When this intensive review determines that the decline is
other-than-temporary based on managements judgment, the
security is written down to fair value through a charge to
realized investment gains and losses. We adjust the amortized
cost for both AFS and HTM securities that have experienced
other-than-temporary impairments to reflect fair value at the
time of the impairment. We consider factors that lead to an
other-than-temporary impairment of a particular security in
order to determine whether these conditions have impacted other
similar securities.
We monitor unrealized losses through further analysis according
to maturity date, credit quality, individual creditor exposure
and the length of time the individual security has continuously
been in an unrealized loss position.
The following table shows the maturity date distribution of our
debt securities in an unrealized loss position at
December 31, 2004. The fair values of these securities
could fluctuate over the respective periods to maturity or any
sale.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
|
|
|
Amortized | |
|
Fair | |
|
Unrealized | |
|
Carrying | |
|
|
Cost | |
|
Value | |
|
Losses | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Due in one year or less
|
|
$ |
21 |
|
|
$ |
19 |
|
|
$ |
(2 |
) |
|
$ |
19 |
|
Due after one year through five years
|
|
|
772 |
|
|
|
765 |
|
|
|
(7 |
) |
|
|
766 |
|
Due after five years through ten years
|
|
|
1,805 |
|
|
|
1,773 |
|
|
|
(32 |
) |
|
|
1,779 |
|
Due after ten years through twenty years
|
|
|
961 |
|
|
|
943 |
|
|
|
(18 |
) |
|
|
945 |
|
Due after twenty years
|
|
|
107 |
|
|
|
105 |
|
|
|
(2 |
) |
|
|
105 |
|
Amounts not due at a single maturity date
|
|
|
250 |
|
|
|
245 |
|
|
|
(5 |
) |
|
|
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
3,916 |
|
|
|
3,850 |
|
|
|
(66 |
) |
|
|
3,859 |
|
Redeemable preferred stocks
|
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,920 |
|
|
$ |
3,854 |
|
|
$ |
(66 |
) |
|
$ |
3,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
The following table shows the credit quality of our debt
securities with unrealized losses at December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of | |
|
|
|
|
|
|
|
|
|
|
% of | |
|
Gross | |
|
Gross | |
|
|
SVO |
|
S&P or Equivalent |
|
Amortized | |
|
Fair | |
|
Fair | |
|
Unrealized | |
|
Unrealized | |
|
Carrying | |
Rating |
|
Designation |
|
Cost | |
|
Value | |
|
Value | |
|
Losses | |
|
Losses | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1
|
|
AAA/ AA/ A |
|
$ |
2,103 |
|
|
$ |
2,074 |
|
|
|
53.8% |
|
|
$ |
(29 |
) |
|
|
43.9 |
% |
|
$ |
2,077 |
|
2
|
|
BBB |
|
|
1,548 |
|
|
|
1,523 |
|
|
|
39.5 |
|
|
|
(25 |
) |
|
|
37.9 |
|
|
|
1,527 |
|
3
|
|
BB |
|
|
134 |
|
|
|
127 |
|
|
|
3.3 |
|
|
|
(7 |
) |
|
|
10.6 |
|
|
|
128 |
|
4
|
|
B |
|
|
127 |
|
|
|
123 |
|
|
|
3.2 |
|
|
|
(4 |
) |
|
|
6.1 |
|
|
|
124 |
|
5
|
|
CCC and lower |
|
|
7 |
|
|
|
6 |
|
|
|
0.2 |
|
|
|
(1 |
) |
|
|
1.5 |
|
|
|
6 |
|
6
|
|
In or near default |
|
|
1 |
|
|
|
1 |
|
|
|
0.0 |
|
|
|
|
|
|
|
0.0 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,920 |
|
|
$ |
3,854 |
|
|
|
100.0% |
|
|
$ |
(66 |
) |
|
|
100.0 |
% |
|
$ |
3,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No individual creditor has an unrealized loss of $10 or greater
at December 31, 2004.
The following table shows the length of time that individual
debt securities have been in a continuous unrealized loss
position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of | |
|
|
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
Fair | |
|
Unrealized | |
|
Unrealized | |
|
Carrying | |
|
|
Value | |
|
Losses | |
|
Losses | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
More than 1 year
|
|
$ |
828 |
|
|
$ |
(29 |
) |
|
|
43.9 |
% |
|
$ |
834 |
|
6 months 1 year
|
|
|
1,787 |
|
|
|
(27 |
) |
|
|
40.9 |
|
|
|
1,790 |
|
Less than 6 months
|
|
|
1,239 |
|
|
|
(10 |
) |
|
|
15.2 |
|
|
|
1,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,854 |
|
|
$ |
(66 |
) |
|
|
100.0 |
% |
|
$ |
3,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information about unrealized gains and losses is subject to
rapidly changing conditions. Securities with unrealized gains
and losses will fluctuate, as will those securities that we have
identified as potentially distressed. We consider all of the
factors discussed earlier when we determine if an unrealized
loss is other-than-temporary, including our ability and intent
to hold the security until the value recovers. However, we may
subsequently identify securities for which we no longer have a
positive intent and ability to hold until forecasted recovery.
This determination may be made due to a change in facts and
circumstances regarding the specific investments. At such time,
we will write down the security to fair value to recognize any
unrealized losses.
Realized Losses
Write Downs and Sales
Realized losses are comprised of both write downs on
other-than-temporary impairments and actual sales of securities.
In 2004 we had other-than-temporary impairments on securities of
$60 as compared to $95 for 2003. The individual impairments in
excess of $10, how they were measured, the circumstances giving
rise to the losses, and the impact those circumstances have on
other material investments we held at the time are as follows:
2004
|
|
|
|
|
$10.1 write down on debt of a commercial cable equipment
company, due to a likely bankruptcy filing following an adverse
judicial ruling on a summary judgment motion. The value of
assets may not exceed the cost of a bankruptcy filing or the
costs of winding down the operations. This had no impact on
other holdings in our portfolio. |
|
|
|
$17.5 write down on debt of a national passenger airline, due to
high labor costs, increasing fuel prices, intense competition
from low cost carriers, an inablility to access capital, and the
lack of demand for older aircraft. We have been actively
managing all of our exposures to the passenger airline industry,
although this had no impact on other holdings in our portfolio. |
42
2003
|
|
|
|
|
$16.6 write down on debt of Dairy Holdings (a subsidiary of
Parmalat). This issuer defaulted on this security and
subsequently filed for bankruptcy protection. This is the only
exposure we had to Parmalat. This security was sold for its
written down value in 2003. This had no impact on other holdings
in our portfolio. |
|
|
|
$16.6 write down related to airline equipment trusts that were
secured by passenger aircraft. Given the overall softness in the
U.S. passenger airline industry, these securities became other
than temporarily impaired. We sold these bonds at their book
value after this write down. We have been actively managing all
of our exposures to the passenger airline industry, although
this had no impact on other holdings in our portfolio. |
|
|
|
$15.0 write down of US Generating. This was an investment in a
project finance security in the power generating industry. The
lessee of this facility filed bankruptcy and rejected this
lease. As a result, the investment became other than temporarily
impaired. This had no impact on other holdings in our portfolio. |
|
|
|
$11.0 write down on preferred stock of a financial marketing
firm. The circumstances surrounding this other-than-temporary
impairment do not impact any other securities in our portfolio. |
In 2004 we incurred losses of $40.0 on sales of securities.
There were no individually material losses on sales of
securities in 2004. After consideration of all available
evidence, none of these disposals previously met the criteria
for other-than-temporary impairment. The Company will continue
to manage its AFS portfolio in a manner that is consistent with
the available-for-sale classification.
Mortgage-backed Securities
Mortgage-backed securities (including Commercial Mortgage-backed
Securities) at December 31, 2004 and 2003 all of which are
included in debt securities available-for-sale, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Federal agency issued mortgage-backed securities
|
|
$ |
1,670 |
|
|
$ |
2,152 |
|
Corporate private-labeled mortgage-backed securities
|
|
|
688 |
|
|
|
752 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,358 |
|
|
$ |
2,904 |
|
|
|
|
|
|
|
|
Our investment strategy with respect to mortgage-backed
securities (MBS) portfolio focuses on actively traded issues
with less volatile cash flows. The majority of the MBS holdings
are sequential and planned amortization class tranches of
federal agency issuers. The MBS portfolio has been constructed
with underlying mortgage collateral characteristics and
structure in order to mitigate cash flow volatility over a range
of interest rates.
Because of the decline in interest rates during the early months
of 2003, the mortgage market experienced record levels of
refinancings and the structural protection of our MBS portfolio
eroded. We experienced MBS prepayments totaling $1,034 or 39.3%
and $2,656 or 64.1% of the average carrying value of the MBS
portfolio in 2004 and 2003. Our MBS portfolio is primarily a
discount portfolio; therefore, prepayments accelerate the
accretion of discount into income. The excess accretion of
discount increased investment income $5.6, $49.8 and $28.0 in
2004, 2003 and 2002. These prepayments are reinvested at yields
that are lower than our current portfolio yields, producing less
investment income going forward. Our MBS portfolio declined
significantly in 2004 and 2003, and we reinvested most of the
proceeds in investment grade corporate bonds.
Mortgage Loans
We record mortgage loans on real property net of an allowance
for credit losses. This allowance includes both reserve amounts
for specific loans, and a general reserve that is calculated by
review of historical industry loan loss statistics. We consider
future cash flows and the probability of payment when we
calculate our specific loan loss reserve. Prepayments on
mortgage loans result from sales of the related properties or
loan refinancings.
43
Prepayments on mortgage loans were $17.1, $4.4 and $3.5 in 2004,
2003 and 2002, and proceeds were reinvested at lower yields. See
Note 4 for more detail regarding the composition and
concentration of our mortgage loan portfolio.
Derivative Instruments
Our investment guidelines permit use of derivative financial
instruments such as futures contracts and interest rate swaps in
conjunction with specific direct investments. Our actual use of
derivatives through December 31, 2004 has been limited to
managing well-defined interest rate risks. Interest rate swaps
utilized in our asset/ liability management strategy with a
current notional value of $339 and $348 were open as of
December 31, 2004 and 2003. During 2002, we began using
interest rate swaps to hedge prospective bond purchases to back
deposits on certain annuity contracts. This hedging strategy
protects the spread between the annuity crediting rate offered
at the time the annuities are sold and the yield on bonds to be
purchased to back those annuity contracts. These interest rate
swap contracts are generally terminated within a month. We also
purchase S&P 500 Index® options in conjunction with our
sales of equity indexed annuities.
Market Risk Exposures
Since our assets and liabilities are largely monetary in nature,
our financial position and earnings are subject to risks
resulting from changes in interest rates at varying maturities,
changes in spreads over U.S. Treasuries on new investment
opportunities, changes in the yield curve, and equity price
risks. In 2004, the average daily rate for the 10-year U.S.
Treasury increased 26 basis points to 4.26% as compared to 4.00%
in 2003.
In a falling interest rate environment, the risk of prepayment
on some fixed income securities increases and funds prepaid are
then reinvested at lower yields. We limit this risk by
concentrating the fixed income portfolio mainly on non-callable
securities, by purchasing securities that provide for
make-whole type prepayment fees. Falling interest
rates can also impact demand for our products, as
interest-bearing investments with no surrender charges and
higher average returns from equity markets may become more
attractive to new and existing customers. Conversely, in a
rising interest rate environment, competitive pressures may make
it difficult for us to sustain spreads between rates we credit
on interest-sensitive products and our portfolio earnings rates,
thereby prompting withdrawals by policyholders. We manage these
risks by adjusting our interest crediting rates with due regard
to the yield of our investment portfolio, minimum rate
guarantees and pricing assumptions and by prudently managing
interest rate risk of assets and liabilities.
While a modest interest rate increase would initially be
unfavorable to our earnings, due to the near-term impact on our
cost of borrowing, such an increase would be favorable to our
earnings over a longer timeframe as higher investment yields
would be incorporated into our investment portfolio and our
interest spreads. Conversely, a sustained period of flat to
declining new money rates would reduce reported earnings due to
the effect of minimum rate guarantees and the possible impact of
increased lapsation in our insurance products.
As is typical in the industry, our life and annuity products
contain minimum rate guarantees regarding interest we credit.
For interest sensitive life products, our minimum rates range
from 3.0% to 9.0%, with an approximate weighted average of 4.1%.
For annuity products, our minimum rates range from 1.5% to 6.0%,
with an approximate weighted average of 3.3%.
We employ various methodologies to manage our exposure to
interest rate risks. Our asset/ liability management process
focuses primarily on the management of interest rate risk of our
insurance operations. We monitor the duration of insurance
liabilities compared to the duration of assets backing the
insurance lines, measuring the optionality of cash flows. Our
goal in this analysis is to prudently balance profitability and
risk for each insurance product category, and for us as a whole.
At both December 31, 2004 and 2003, 89% of policy
liabilities related to interest-sensitive portfolios.
We also consider the timing of cash flows arising from market
risk sensitive instruments and insurance portfolios under
varying interest rate scenarios as well as the related impact on
reported earnings under those varying scenarios. Market risk
sensitive instruments include debt and equity securities
available-for-sale and held-to-maturity (including MBS
securities), mortgage loans, policy loans, investment
commitments, annuities in the
44
accumulation phase and periodic payment annuities, commercial
paper borrowings, repurchase agreements, notes payable and
interest rate swaps.
We have derived the estimated incremental loss amounts below by
modeling estimated cash flows of our market risk sensitive
instruments and insurance portfolios. Incremental income or loss
is net of taxes at 35%. The model also assumes that all floating
rate debt, including reverse repurchase agreements, is replaced
with similar instruments. Estimated cash flows produced in the
model assume reinvestments representative of our current
investment strategy, and calls/ prepayments include scheduled
maturities as well as those expected to occur when borrowers can
benefit financially based on the difference between prepayment
penalties and new money rates under each scenario. Assumed lapse
rates within insurance portfolios consider the relationships
expected between crediting rates and market interest rates, as
well as the level of surrender charges inherent in individual
contracts. The illustrated incremental income or loss also
includes the expected impact of true-up adjustments to
amortization of DAC, VOBA, and Unearned Revenue Reserves but
excludes the potential impact of unlocking adjustments. The
model is based on our existing business in force as of
December 31, 2004 and does not consider new sales of life
and annuity products or the potential impact of interest rate
fluctuations on sales.
The following table shows our estimate of the impact that
various hypothetical interest rate scenarios would have on our
earnings for a single year, based on the assumptions in our
model. We believe that, based upon historically low current
interest rates, a symmetrical change in interest rates is not
reasonably possible. Our model shows the effect on income with
an increase of up to 300 basis points and a decrease of 100
basis points. We believe that the 300 basis point increase or
100 basis point decrease, graded pro-rata over four quarters,
reflects reasonably possible near term changes in interest rates
as of December 31, 2004. We have also provided the
estimated earnings impact for a single year assuming the
interest rate changes occur instantaneously. The incremental
loss for a year derives primarily from differences in the yield
curves and in the sensitivities they introduce to our model.
These estimated impacts are incremental to potential earnings
impacts from trends and/ or environmental factors already in
existence, such as a reduction in the level of prepayments on
mortgage-backed securities or the increased lapsation in our
annuity business. The model assumes that changes in our
crediting rates will occur correspondingly with increases or
declines in investment yields, subject to the impact of minimum
rate guarantees. As discussed previously, as of year end our
crediting rates on blocks of business that are on an annual
reset basis were approximately 31 basis points and 10 basis
points on average in excess of minimum guaranteed rates for
Individual Products and AIP.
The table reflects the effect of the interest rate scenarios on
one years reportable segment results, excluding the impact
of potential unlockings that are illustrated in a sensitivity
analysis within the Critical Accounting Policies and Estimates
section. A spike in interest rates of 300 basis points that
lasts for three years would produce a significantly larger
estimated loss in the second and third years, as policyholders
would potentially seek more attractive rates elsewhere.
Correspondingly, a 100 basis point decrease would cause a
significantly larger estimated loss in the second and third
years, as minimum rate guarantees would prohibit us from
lowering crediting rates on most products.
|
|
|
|
|
|
|
|
|
|
|
Estimated Incremental Single Year | |
|
|
Gain/(Loss) Based on: | |
|
|
| |
Change in Interest Rate |
|
Graded Quarterly Shift | |
|
Instantaneous Shift | |
|
|
| |
|
| |
+300 basis points
|
|
$ |
(8 |
) |
|
$ |
(16 |
) |
+200 basis points
|
|
|
(5 |
) |
|
|
(9 |
) |
+100 basis points
|
|
|
(3 |
) |
|
|
(3 |
) |
- 100 basis points
|
|
|
3 |
|
|
|
3 |
|
Generally, an increase in interest rates will benefit our
earnings in the insurance portfolio, yet increase our interest
expense on floating rate debt. Conversely, a decrease in
interest rates will decrease earnings from the insurance
portfolio as minimum rate guarantees have more of an effect
and/or competitive conditions would not permit us to reduce
crediting rates, while we would benefit from the decline in
interest expense on our floating rate debt.
45
The incremental income or loss for shifts in excess of those
shown does not have a linear relationship to the values shown
above. The incremental loss resulting from a higher change in
interest rates would be proportionally greater due to the
optionality of our interest-sensitive assets and liabilities.
Similarly, the effect of minimum rate guarantees in our
interest-sensitive liabilities would compound the negative
impact on the incremental gain (loss), resulting from a greater
decrease in interest rates. A significant change in the slope of
the yield curve could also affect our results. For example,
competing products such as bank CDs could become relatively more
attractive than our longer duration annuities under an inverted
yield curve, resulting in higher policyholder withdrawals.
We are exposed to equity price risk on our equity securities
(other than trading). We hold common stock with a fair value of
$647; approximately $397 is in a single issuer, Bank of America
Corporation (BankAmerica). We believe that a hypothetical 10%
decline in the equity market is possible. If the market value of
the S&P 500 Index®, and of BankAmerica common stock
specifically, decreased 10%, the fair value of our common stock
as of December 31, 2004 would change as follows:
|
|
|
|
|
|
|
|
Hypothetical Change in | |
|
|
Fair Value from 10% | |
|
|
Market Decline | |
|
|
| |
BankAmerica common stock
|
|
$ |
(40 |
) |
Other equity securities
|
|
|
(25 |
) |
|
|
|
|
|
Total change in fair values
|
|
$ |
(65 |
) |
|
|
|
|
Certain fixed interest rate market risk sensitive instruments
may not give rise to incremental income or loss during the
period illustrated, but may be subject to changes in fair values
which are reflected in equity. Note 17 presents additional
disclosures concerning fair values of financial assets and
financial liabilities.
External Trends and Forward Looking Information
We operate within the United States financial services and
broadcasting markets, which are both subject to general economic
conditions. Interest rates on longer maturity debt instruments
stabilized and rebounded slightly in 2004 after dropping
dramatically in 2002 and 2003. Additional changes in rates may
affect our businesses in many ways as discussed earlier in the
Market Risk Exposure section. As noted in the Investments
section, the prolonged decline in general economic conditions
experienced in recent years increased our credit risk resulting
in higher levels of impairments. A prolonged period of further
declining or even level interest rates would have an adverse
impact on our Individual and AIP segments. Investments purchased
for those segments yielding rates lower than our current
portfolio yields will lower our overall portfolio earned rates.
In the Individual and AIP segments, there are minimum crediting
rates on policyholder accounts inherent in the insurance
portfolio due to both product guarantees and various state
requirements. Our inability to reduce crediting rates in
response to the declines in earned rates would result in a
significant negative impact on future earnings. Furthermore, a
continued general economic weakness would cause deterioration in
our balance sheet and our overall future profitability.
Our operations are also affected over the longer term by
demographic shifts, global markets, technological innovation and
overall capital market volatility. These forces impact us in
various ways such as demand for our insurance products and
advertising revenues, competition from other financial services
providers, competition from emerging technologies for television
and radio advertising, competition for new investments, debt
costs, mergers and consolidations within the financial services
and communications sectors, and costs inherent in administering
complex financial products.
Demographic changes include the aging of the baby boomers,
reaching their high earning years at a time when investment
yields from fixed rate products are at historically low points.
This challenge has been met by the insurance industry by
offering various types of fixed and variable products aimed at
this population. The industrys overall individual life
insurance sales in the U.S. were flat in 2004 and, until late in
the year, reflected a trend towards those financial products
with a fixed rate given the volatility in the equity markets.
46
Regulatory and Legal
Environment
The U.S. insurance industry has experienced mergers,
acquisitions, consolidations, sales of business lines and
marketing arrangements with other financial services providers.
These activities have been driven by a need to reduce costs of
distribution and to increase economies of scale in the face of
growing competition from larger insurers, banks, securities
brokers, mutual funds and other non-traditional competitors. We
expect further strategic alignments in the financial services
industry given changing demographics, technological advances,
and customer expectations for one-stop shopping. We continue to
analyze our options within this environment for increasing
distribution, adding products and technology and improving
economies of scale.
State guaranty associations make assessments to cover losses to
policyholders of insolvent or rehabilitated insurance companies.
Assessments may be partially recovered through a reduction in
future premium taxes in most states. We have accrued for
expected assessments net of estimated future premium tax
deductions.
See Item 3 for discussion of Legal Proceedings.
Environmental Liabilities
We are exposed to environmental regulation and litigation as a
result of ownership of investment real estate and real estate
owned by JPCC. Our actual loss experience has been minimal and
we consider our exposure to environmental losses to be
insignificant.
Accounting Pronouncements
See Note 2.
Forward Looking Information
You should note that this document and our other SEC filings
reflect information that we believe was accurate as of the date
the respective materials were made publicly available. They do
not reflect later developments.
As a matter of policy, we do not normally make projections or
forecasts of future events or our performance. When we do, we
rely on a safe harbor provided by the Private Securities
Litigation Reform Act of 1995 for statements that are not
historical facts, called forward looking statements. These may
include statements relating to our future actions, sales and
product development efforts, expenses, the outcome of
contingencies such as legal proceedings, or financial
performance.
Certain information in our SEC filings and in any other written
or oral statements made by us or on our behalf, involves forward
looking statements. We have used appropriate care in developing
this information, but any forward looking statements may turn
out to be wrong. They can be affected by inaccurate assumptions
or by known or unknown risks and uncertainties that could
significantly affect our actual results or financial condition.
These risks and uncertainties include among others, general
economic conditions (including the uncertainty as to the
duration and rate of the current economic recovery), the impact
on the economy from further terrorist activities or US military
engagements, and interest rate levels, changes and fluctuations,
all of which can impact our sales, investment portfolios, and
earnings; competitive factors, including pricing pressures,
technological developments, new product offerings and the
emergence of new competitors; changes in federal and state taxes
(including the recent or future changes to general tax rates,
dividends, capital gains, retirement savings, and estate taxes);
changes in the regulation of the insurance industry or financial
services industry; changes in generally accepted or statutory
accounting principles (such as the AXXX actuarial guideline
discussed in Capital Resources) or changes in other laws and
regulations and their impact; and the various risks discussed
earlier in this managements discussion and analysis.
We undertake no obligation to publicly correct or update any
forward looking statements, whether as a result of new
information, future developments or otherwise. You are advised,
however, to consult any further disclosures we make on related
subjects in our press releases and filings with the SEC. In
particular, you should read the discussion in the section
entitled External Trends and Forward Looking
Information, and other
47
sections it may reference, in our most recent 10-K report as it
may be updated in our subsequent 10-Q and 8-K reports. This
discussion covers certain risks, uncertainties and possibly
inaccurate assumptions that could cause our actual results to
differ materially from expected and historical results. Other
factors besides those listed there could also adversely affect
our performance.
Item 7A. Quantitative
and Qualitative Disclosures about Market Risk
Information under the heading Market Risk Exposures
in Managements Discussion and Analysis of Financial
Condition and Results of Operations is incorporated herein by
reference.
48
|
|
Item 8. |
Financial Statements and Supplementary Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated | |
|
|
|
|
|
|
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
|
2004 | |
|
2004 | |
|
2004 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In Millions Except Share Information) | |
Revenues, excluding realized investment gains
|
|
$ |
961 |
|
|
$ |
1,037 |
|
|
$ |
999 |
|
|
$ |
1,064 |
|
Realized investment gains
|
|
|
24 |
|
|
|
10 |
|
|
|
3 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
985 |
|
|
|
1,047 |
|
|
|
1,002 |
|
|
|
1,068 |
|
Benefits and expenses
|
|
|
770 |
|
|
|
836 |
|
|
|
800 |
|
|
|
856 |
|
Income taxes
|
|
|
74 |
|
|
|
69 |
|
|
|
68 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
|
141 |
|
|
|
142 |
|
|
|
134 |
|
|
|
146 |
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes (1)
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
124 |
|
|
$ |
142 |
|
|
$ |
134 |
|
|
$ |
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share
|
|
$ |
0.88 |
|
|
$ |
1.03 |
|
|
$ |
0.98 |
|
|
$ |
1.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share assuming dilution
|
|
$ |
0.87 |
|
|
$ |
1.02 |
|
|
$ |
0.97 |
|
|
$ |
1.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
|
2003 | |
|
2003 | |
|
2003 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In Millions Except Share Information) | |
Revenues, excluding realized investment gains (losses)
|
|
$ |
887 |
|
|
$ |
897 |
|
|
$ |
911 |
|
|
$ |
925 |
|
Realized investment gains (losses)
|
|
|
(19 |
) |
|
|
20 |
|
|
|
(5 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
868 |
|
|
|
917 |
|
|
|
906 |
|
|
|
882 |
|
Benefits and expenses
|
|
|
701 |
|
|
|
703 |
|
|
|
718 |
|
|
|
713 |
|
Income taxes
|
|
|
58 |
|
|
|
74 |
|
|
|
62 |
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
109 |
|
|
$ |
140 |
|
|
$ |
126 |
|
|
$ |
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share
|
|
$ |
0.76 |
|
|
$ |
0.99 |
|
|
$ |
0.89 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share assuming dilution
|
|
$ |
0.76 |
|
|
$ |
0.98 |
|
|
$ |
0.88 |
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
In September 2004, the Company adopted new accounting guidance
that resulted in the restatement of the previously reported
cumulative effect from ($13) to ($17) (See Note 2). |
49
REPORT OF MANAGEMENT ON THE CONSOLIDATED FINANCIAL STATEMENTS
AND
MANAGEMENTS ASSESSMENT OF INTERNAL CONTROL OVER
FINANCIAL REPORTING
The management of Jefferson-Pilot Corporation (JP) is
responsible for the preparation, integrity and fair presentation
of the Consolidated Financial Statements of JP and for
establishing and maintaining adequate internal control over
financial reporting. The accompanying Consolidated Financial
Statements, including Notes to Financial Statements, have been
prepared by management in accordance with U.S. generally
accepted accounting principles (GAAP), and reflect
managements estimates and judgments, the use of which are
inherent in the preparation of financial statements. In the
opinion of management, the accompanying Consolidated Financial
Statements present fairly JPs financial position and
results of operations, giving due consideration to materiality.
JPs internal control system was designed to provide
reasonable assurance to the companys management and board
of directors regarding the preparation and fair presentation of
published financial statements.
All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
JP management assessed the effectiveness of the companys
internal control over financial reporting as of
December 31, 2004. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal
Control Integrated Framework. Based on our
assessment we believe that, as of December 31, 2004, the
companys internal control over financial reporting is
effective based on those criteria.
JPs Consolidated Financial Statements and assessment of
the effectiveness of our internal control over financial
reporting as of December 31, 2004 have been audited by
Ernst & Young LLP, an independent registered public
accounting firm, as stated in their reports which appear on page
52 and page 51, respectively.
|
|
|
/s/ Dennis R. Glass
--------------------------------------------------------
Dennis R. Glass
President and
Chief Executive Officer |
|
|
|
|
/s/ Theresa M. Stone
--------------------------------------------------------
Theresa M. Stone
Executive Vice President and
Chief Financial Officer |
|
|
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders
Jefferson-Pilot Corporation
We have audited managements assessment, included in the
accompanying Report of Management on the Consolidated
Financial Statements and Managements Assessment of
Internal Controls Over Financial Reporting, that
Jefferson-Pilot Corporation and subsidiaries maintained
effective internal control over financial reporting as of
December 31, 2004, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). Jefferson-Pilot Corporation and
subsidiaries management is responsible for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting. Our responsibility is to express an opinion
on managements assessment and an opinion on the
effectiveness of the companys internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that
Jefferson-Pilot Corporation and subsidiaries maintained
effective internal control over financial reporting as of
December 31, 2004, is fairly stated, in all material
respects, based on the COSO criteria. Also, in our opinion,
Jefferson-Pilot Corporation and subsidiaries maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2004, based on the COSO
criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Jefferson-Pilot Corporation and
subsidiaries as of December 31, 2004 and 2003, and the
related consolidated statements of income, stockholders
equity, and cash flows for each of the three years in the period
ended December 31, 2004 of Jefferson-Pilot Corporation and
subsidiaries and our report dated March 11, 2005 expressed
an unqualified opinion thereon.
Greensboro, North Carolina
March 11, 2005
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Jefferson-Pilot
Corporation
We have audited the accompanying consolidated balance sheets of
Jefferson-Pilot Corporation and subsidiaries as of
December 31, 2004 and 2003, and the related consolidated
statements of income, stockholders equity, and cash flows
for each of the three years in the period ended
December 31, 2004. Our audits also included the financial
statement schedules listed in the Index at item 15(a).
These financial statements and schedules are the responsibility
of the Companys management. Our responsibility is to
express an opinion on these financial statements and schedules
based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Jefferson-Pilot Corporation and
subsidiaries at December 31, 2004 and 2003, and the
consolidated results of their operations and their cash flows
for each of the three years in the period ended
December 31, 2004 in conformity with U.S. generally
accepted accounting principles. Also, in our opinion, the
related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set
forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of Jefferson-Pilot Corporation and
subsidiaries internal control over financial reporting as
of December 31, 2004, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
and our report dated March 11, 2005 expressed an
unqualified opinion thereon.
Greensboro, North Carolina
March 11, 2005
52
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(Dollar Amounts in | |
|
|
Millions Except | |
|
|
Share Information) | |
ASSETS |
Investments:
|
|
|
|
|
|
|
|
|
|
Debt securities available-for-sale, at fair value (amortized
cost $18,816 and $16,819)
|
|
$ |
19,725 |
|
|
$ |
17,706 |
|
|
Debt securities held-to-maturity, at amortized cost (fair value
$2,514 and $2,918)
|
|
|
2,369 |
|
|
|
2,752 |
|
|
Equity securities available-for-sale, at fair value (cost $201
and $304)
|
|
|
650 |
|
|
|
756 |
|
|
Mortgage loans on real estate
|
|
|
3,667 |
|
|
|
3,472 |
|
|
Policy loans
|
|
|
839 |
|
|
|
869 |
|
|
Real estate
|
|
|
125 |
|
|
|
132 |
|
|
Other investments
|
|
|
193 |
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
27,568 |
|
|
|
25,752 |
|
Cash and cash equivalents
|
|
|
87 |
|
|
|
72 |
|
Accrued investment income
|
|
|
342 |
|
|
|
326 |
|
Due from reinsurers
|
|
|
1,341 |
|
|
|
1,340 |
|
Deferred policy acquisition costs and value of business acquired
|
|
|
2,430 |
|
|
|
2,230 |
|
Goodwill
|
|
|
312 |
|
|
|
312 |
|
Assets held in separate accounts
|
|
|
2,373 |
|
|
|
2,166 |
|
Other assets
|
|
|
652 |
|
|
|
498 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
35,105 |
|
|
$ |
32,696 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
Policy liabilities:
|
|
|
|
|
|
|
|
|
|
Future policy benefits
|
|
$ |
3,096 |
|
|
$ |
2,674 |
|
|
Policyholder contract deposits
|
|
|
21,694 |
|
|
|
20,642 |
|
|
Policy and contract claims
|
|
|
232 |
|
|
|
165 |
|
|
Other
|
|
|
1,144 |
|
|
|
954 |
|
|
|
|
|
|
|
|
|
|
Total policy liabilities
|
|
|
26,166 |
|
|
|
24,435 |
|
Commercial paper and revolving credit borrowings
|
|
|
188 |
|
|
|
654 |
|
Securities sold under repurchase agreements
|
|
|
468 |
|
|
|
401 |
|
Notes payable
|
|
|
600 |
|
|
|
|
|
Junior subordinated debentures
|
|
|
309 |
|
|
|
309 |
|
Currently payable (recoverable) income taxes
|
|
|
31 |
|
|
|
(72 |
) |
Deferred income tax liabilities
|
|
|
589 |
|
|
|
543 |
|
Liabilities related to separate accounts
|
|
|
2,373 |
|
|
|
2,166 |
|
Accounts payable, accruals and other liabilities
|
|
|
447 |
|
|
|
454 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
31,171 |
|
|
|
28,890 |
|
|
|
|
|
|
|
|
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
Stockholders Equity:
|
|
|
|
|
|
|
|
|
|
Common stock and paid in capital, par value $1.25 per share:
authorized 350,000,000 shares; issued and outstanding
2004 136,819,214 shares; 2003
140,610,540 shares
|
|
|
180 |
|
|
|
176 |
|
|
Retained earnings
|
|
|
3,071 |
|
|
|
2,947 |
|
|
Accumulated other comprehensive income
|
|
|
683 |
|
|
|
683 |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
3,934 |
|
|
|
3,806 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
35,105 |
|
|
$ |
32,696 |
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
53
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(Dollar Amounts in | |
|
|
Millions Except | |
|
|
Share Information) | |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums and other considerations
|
|
$ |
1,293 |
|
|
$ |
951 |
|
|
$ |
841 |
|
Universal life and investment product charges
|
|
|
732 |
|
|
|
691 |
|
|
|
638 |
|
Net investment income
|
|
|
1,672 |
|
|
|
1,657 |
|
|
|
1,634 |
|
Realized investment gains (losses)
|
|
|
41 |
|
|
|
(47 |
) |
|
|
(22 |
) |
Communications sales
|
|
|
241 |
|
|
|
216 |
|
|
|
210 |
|
Broker-dealer concessions and other
|
|
|
123 |
|
|
|
105 |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
4,102 |
|
|
|
3,573 |
|
|
|
3,406 |
|
|
|
|
|
|
|
|
|
|
|
Benefits and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance and annuity benefits
|
|
|
2,287 |
|
|
|
2,005 |
|
|
|
1,914 |
|
Insurance commissions, net of deferrals
|
|
|
250 |
|
|
|
108 |
|
|
|
115 |
|
General and administrative expenses, net of deferrals
|
|
|
184 |
|
|
|
149 |
|
|
|
167 |
|
Insurance taxes, licenses and fees
|
|
|
73 |
|
|
|
73 |
|
|
|
78 |
|
Amortization of policy acquisition costs and value of business
acquired
|
|
|
287 |
|
|
|
341 |
|
|
|
286 |
|
Interest expense
|
|
|
48 |
|
|
|
34 |
|
|
|
36 |
|
Communications operations
|
|
|
133 |
|
|
|
125 |
|
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
|
Total benefits and expenses
|
|
|
3,262 |
|
|
|
2,835 |
|
|
|
2,721 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and cumulative effect of change in
accounting principle
|
|
|
840 |
|
|
|
738 |
|
|
|
685 |
|
Income taxes
|
|
|
277 |
|
|
|
246 |
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
|
563 |
|
|
|
492 |
|
|
|
450 |
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
|
|
|
|
|
|
|
|
|
Per Share Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting
principle, net of taxes
|
|
$ |
4.08 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3.96 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
|
|
|
|
|
|
|
|
|
|
Per Share Information assuming dilution:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting
principle, net of taxes
|
|
$ |
4.04 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3.92 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
54
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock | |
|
|
|
Accumulated Other | |
|
Total | |
|
|
and | |
|
|
|
Comprehensive | |
|
Stockholders | |
|
|
Paid in Capital | |
|
Retained Earnings | |
|
Income | |
|
Equity | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(Dollar Amounts in Millions Except Share Information) | |
Balance, January 1, 2002
|
|
$ |
188 |
|
|
$ |
2,789 |
|
|
$ |
414 |
|
|
$ |
3,391 |
|
|
Net income
|
|
|
|
|
|
|
450 |
|
|
|
|
|
|
|
450 |
|
|
Change in fair value of derivative financial instruments, net of
taxes
|
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
9 |
|
|
Unrealized gain on available-for-sale securities, net of taxes
|
|
|
|
|
|
|
|
|
|
|
187 |
|
|
|
187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
646 |
|
|
Common dividends declared $1.20 per share
|
|
|
|
|
|
|
(175 |
) |
|
|
|
|
|
|
(175 |
) |
|
Common stock issued
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
Common stock reacquired
|
|
|
(30 |
) |
|
|
(314 |
) |
|
|
|
|
|
|
(344 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2002
|
|
|
180 |
|
|
|
2,750 |
|
|
|
610 |
|
|
|
3,540 |
|
|
Net income
|
|
|
|
|
|
|
492 |
|
|
|
|
|
|
|
492 |
|
|
Change in fair value of derivative financial instruments, net of
taxes
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
(5 |
) |
|
Unrealized gain on available-for-sale securities, net of taxes
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
565 |
|
|
Common dividends declared $1.32 per share
|
|
|
|
|
|
|
(187 |
) |
|
|
|
|
|
|
(187 |
) |
|
Common stock issued
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
43 |
|
|
Common stock reacquired
|
|
|
(47 |
) |
|
|
(108 |
) |
|
|
|
|
|
|
(155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003
|
|
|
176 |
|
|
|
2,947 |
|
|
|
683 |
|
|
|
3,806 |
|
|
Net income
|
|
|
|
|
|
|
546 |
|
|
|
|
|
|
|
546 |
|
|
Change in fair value of derivative financial instruments, net of
taxes
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
(3 |
) |
|
Minimum pension liability, net of taxes
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
(9 |
) |
|
Unrealized gain on available-for-sale securities, net of taxes
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
546 |
|
|
Common dividends declared $1.52 per share
|
|
|
|
|
|
|
(208 |
) |
|
|
|
|
|
|
(208 |
) |
|
Common stock issued
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
64 |
|
|
Common stock reacquired
|
|
|
(60 |
) |
|
|
(214 |
) |
|
|
|
|
|
|
(274 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
$ |
180 |
|
|
$ |
3,071 |
|
|
$ |
683 |
|
|
$ |
3,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
55
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(Dollar Amounts in Millions) | |
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in policy liabilities other than deposits
|
|
|
251 |
|
|
|
121 |
|
|
|
103 |
|
|
Credits to policyholder accounts, net
|
|
|
78 |
|
|
|
96 |
|
|
|
165 |
|
|
Deferral of policy acquisition costs and sales inducements, net
of amortization
|
|
|
(233 |
) |
|
|
(221 |
) |
|
|
(277 |
) |
|
Change in receivables and asset accruals
|
|
|
(24 |
) |
|
|
(40 |
) |
|
|
15 |
|
|
Change in payables and expense accruals
|
|
|
123 |
|
|
|
55 |
|
|
|
(127 |
) |
|
Realized investment losses (gains)
|
|
|
(41 |
) |
|
|
47 |
|
|
|
22 |
|
|
Depreciation and amortization
|
|
|
24 |
|
|
|
(33 |
) |
|
|
(23 |
) |
|
Amortization of value of business acquired, net
|
|
|
(3 |
) |
|
|
52 |
|
|
|
77 |
|
|
Group coinsurance assumed
|
|
|
329 |
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
(59 |
) |
|
|
(32 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
991 |
|
|
|
537 |
|
|
|
403 |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
1,422 |
|
|
|
1,370 |
|
|
|
719 |
|
|
Maturities, calls and redemptions
|
|
|
1,716 |
|
|
|
3,392 |
|
|
|
1,848 |
|
|
Purchases
|
|
|
(4,994 |
) |
|
|
(6,242 |
) |
|
|
(4,214 |
) |
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
39 |
|
|
|
31 |
|
|
|
86 |
|
|
Maturities, calls and redemptions
|
|
|
361 |
|
|
|
527 |
|
|
|
425 |
|
|
Purchases
|
|
|
(7 |
) |
|
|
(299 |
) |
|
|
(227 |
) |
Repayments of mortgage loans
|
|
|
406 |
|
|
|
205 |
|
|
|
188 |
|
Mortgage loans originated
|
|
|
(587 |
) |
|
|
(382 |
) |
|
|
(394 |
) |
Increase (decrease) in policy loans, net
|
|
|
(11 |
) |
|
|
7 |
|
|
|
2 |
|
Purchase of radio station assets
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
Other investing activities, net
|
|
|
(113 |
) |
|
|
(29 |
) |
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(1,786 |
) |
|
|
(1,420 |
) |
|
|
(1,599 |
) |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Policyholder contract deposits
|
|
|
2,906 |
|
|
|
2,525 |
|
|
|
2,867 |
|
Withdrawals of policyholder contract deposits
|
|
|
(1,884 |
) |
|
|
(1,444 |
) |
|
|
(1,463 |
) |
Borrowings of notes payable
|
|
|
600 |
|
|
|
|
|
|
|
|
|
Borrowings under short-term credit facilities
|
|
|
5,545 |
|
|
|
5,178 |
|
|
|
3,643 |
|
Repayments under short-term credit facilities
|
|
|
(6,011 |
) |
|
|
(4,977 |
) |
|
|
(3,487 |
) |
Net proceeds (payments) from securities sold under
repurchase agreements
|
|
|
67 |
|
|
|
(98 |
) |
|
|
208 |
|
Cash dividends paid
|
|
|
(203 |
) |
|
|
(184 |
) |
|
|
(173 |
) |
Common stock transactions, net
|
|
|
(210 |
) |
|
|
(112 |
) |
|
|
(321 |
) |
Other financing activities, net
|
|
|
|
|
|
|
|
|
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
810 |
|
|
|
888 |
|
|
|
1,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
15 |
|
|
|
5 |
|
|
|
(72 |
) |
Cash and cash equivalents, beginning
|
|
|
72 |
|
|
|
67 |
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, ending
|
|
$ |
87 |
|
|
$ |
72 |
|
|
$ |
67 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income taxes paid
|
|
$ |
83 |
|
|
$ |
236 |
|
|
$ |
222 |
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
46 |
|
|
$ |
37 |
|
|
$ |
45 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
56
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in millions, except share information)
December 31, 2004
|
|
NOTE 1. |
NATURE OF OPERATIONS |
Nature of Operations
Jefferson-Pilot Corporation (with its subsidiaries, referred to
as the Company) operates in the insurance, securities and
broadcasting industries. Life insurance, annuities, disability
and dental insurance are currently marketed to individuals and
businesses in the United States through the Companys
principal life insurance subsidiaries: Jefferson-Pilot Life
Insurance Company (JP Life), and Jefferson Pilot Financial
Insurance Company (JPFIC) and its subsidiary, Jefferson
Pilot LifeAmerica Insurance Company (JPLA). Jefferson Pilot
Securities Corporation (with related entities, JPSC) is a
registered non-clearing broker/dealer that sells affiliated and
non-affiliated variable life and annuity products and other
investment products, including mutual funds, stocks, bonds and
other investments. Collectively, these insurance and securities
subsidiaries are referred to as JP Financial. Broadcasting
operations are conducted by Jefferson-Pilot Communications
Company (JPCC) and consist of radio and television
broadcasting, through facilities located in strategically
selected markets in the Southeastern and Western United States,
and sports program production.
Reinsurance Transaction
Effective March 1, 2004, the Company acquired via a
reinsurance transaction substantially all of the in-force U.S.
group life, disability and dental business of The Canada Life
Assurance Company (Canada Life), an indirect subsidiary of
Great-West Lifeco Inc.
Upon closing, Canada Life ceded, and the Company assumed,
approximately $400 of policy liabilities. The Company also
received assets, primarily comprised of cash, in support of
those liabilities. The deferred policy acquisitions costs
recorded in the transaction are being amortized over 15 years,
representing the premium-paying period of the blocks of policies
acquired. An intangible asset of $25, attributable to the value
of the distribution system acquired in the transaction, was
recorded in other assets within the consolidated balance sheets
and is being amortized over 30 years, representing the
period over which the Company expects to earn premiums from new
sales stemming from the added distribution capacity. The
revenues and benefits and expenses associated with these blocks
are presented in the Companys consolidated statements of
income in a manner consistent with the Companys accounting
policies.
|
|
NOTE 2. |
SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States (GAAP). The insurance subsidiaries also submit
financial statements to insurance industry regulatory
authorities. Those financial statements are prepared on the
basis of statutory accounting practices (SAP) and are
significantly different from financial statements prepared in
accordance with GAAP. See Note 11.
Certain amounts in prior years have been reclassified to conform
with the current year presentation.
Principles of Consolidation
The consolidated financial statements include the accounts of
Jefferson-Pilot Corporation and all of its subsidiaries. All
material intercompany accounts and transactions have been
eliminated. The Company has two equity investments in which it
owns less than 50%, but greater than 20%. The Company does not
exercise control over any of these entities and therefore, does
not consolidate these entities. The Company accounts for these
investments on the equity method. Neither the carrying value on
the balance sheet nor the equity in earnings on
57
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the income statement related to these investments is material.
In accordance with the provisions of Financial Accounting
Standards Board issued Interpretation No. 46(R),
Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51
(the Interpretation), as of December 31, 2003, the
Company deconsolidated two variable interest entities, as
defined in the Interpretation, that had previously been
consolidated. All periods presented have been restated
accordingly.
Use of Estimates
The preparation of financial statements requires management to
make estimates and assumptions affecting the reported amounts of
assets and liabilities and the disclosures of contingent assets
and liabilities as of the date of the financial statements, and
the reported amounts of revenue and expenses for the reporting
period. Those estimates are inherently subject to change and
actual results could differ from those estimates. Included among
the material (or potentially material) reported amounts and
disclosures that require extensive use of estimates are: fair
value of certain invested assets, asset valuation allowances,
deferred policy acquisition costs, goodwill, value of business
acquired, policy liabilities, unearned revenue, pension plans
and the potential effects of resolving litigated matters.
Earnings Per Share
Basic earnings per share is computed by dividing income
attributable to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock
were exercised.
Debt and Equity Securities
Debt and equity securities are classified as either securities
held-to-maturity, which are stated at amortized cost and consist
of securities the Company has the positive intent and ability to
hold to maturity, or securities available-for-sale, which are
stated at fair value with net unrealized gains and losses
included in accumulated other comprehensive income, net of
deferred income taxes and adjustments to deferred policy
acquisition costs and value of business acquired.
Amortization of premiums and accrual of discounts on investments
in debt securities are reflected in earnings over the
contractual terms of the investments in a manner that produces a
constant effective yield. Investment securities are regularly
reviewed for impairment based on criteria that include the
extent to which cost exceeds market value, the duration of the
market decline, and the financial health of and specific
prospects for the issuer. Unrealized losses that are considered
to be other-than-temporary are recognized in realized gains and
losses. See Note 4 for further discussion of the Companys
policies regarding identification of other-than-temporary
impairments. Realized gains and losses on dispositions of
securities are determined by the specific-identification method.
Mortgage and Policy Loans
Mortgage loans on real estate are stated at unpaid balances, net
of estimated unrecoverable amounts. In addition to a general
estimated impairment allowance, a specific allowance for
unrecoverable amounts is provided for when a mortgage loan
becomes impaired. Changes in the allowances are reported as
realized investment gains (losses) within the consolidated
statements of income. Mortgage loans are considered impaired
when it becomes probable the Company will be unable to collect
the total amounts due, including principal and interest,
according to the contractual terms of the loan. Such an
impairment is measured based upon the present value of expected
cash flows discounted at the effective interest rate on both a
loan-by-loan basis and by measuring aggregated loans with
similar risk characteristics. Interest on mortgage loans is
recorded until collection is deemed improbable. Policy loans are
stated at their unpaid balances.
58
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Real Estate and Other Investments
Real estate acquired by foreclosure is stated at the lower of
depreciated cost or fair value less estimated costs to sell.
Real estate not acquired by foreclosure is stated at cost less
accumulated depreciation. Real estate, primarily buildings, is
depreciated principally by the straight-line method over
estimated useful lives ranging from 30 to 40 years.
Accumulated depreciation was $59 and $55 at December 31,
2004 and 2003. Other investments are stated at equity, fair
value or the lower of cost or market, as appropriate.
Cost of real estate is adjusted for impairment whenever events
or changes in circumstances indicate the carrying amount of the
asset may not be recoverable. Impaired real estate is written
down to estimated fair value with the impairment loss being
included in realized gains and losses. Impairment losses are
based upon the estimated fair value of real estate, which is
generally computed using the present value of expected future
cash flows from the real estate discounted at a rate
commensurate with the underlying risks.
Cash and Cash Equivalents
The Company includes with cash and cash equivalents its holdings
of highly liquid investments that mature within three months of
the date of purchase.
Reinsurance Balances and Transactions
Reinsurance receivables include amounts related to paid benefits
and estimated amounts related to unpaid policy and contract
claims, future policy benefits and policyholder contract
deposits. The cost of reinsurance is accounted for over the
terms of the underlying reinsured policies using assumptions
consistent with those used to account for the policies.
Deferred Policy Acquisition Costs and Value of Business
Acquired
Costs related to obtaining new and renewal business, including
commissions and incentive compensation, certain costs of
underwriting and issuing policies, and certain agency office
expenses, all of which vary with and are primarily related to
the production of new and renewal business, are deferred.
Our traditional individual and group insurance products are
long-duration contracts. Deferred policy acquisition costs
related to these products are amortized over the expected
premium paying periods using the same assumptions for
anticipated premium revenue that are used to compute liabilities
for future policy benefits. For fixed universal life and annuity
products, these costs are amortized at a constant rate based on
the present value of the estimated future gross profits to be
realized over the terms of the contracts. Estimates of future
gross profits are determined based upon assumptions for
mortality, interest spreads, lapse rates, and policy fees earned.
Value of business acquired represents the actuarially determined
present value of anticipated profits to be realized from life
insurance and annuity business acquired in business
combinations, using the same assumptions used to value the
related liabilities. Amortization of the value of business
acquired occurs over the related contract periods, using current
crediting rates to accrete interest and a constant amortization
rate based on the present value of expected future profits for
fixed universal life and annuity products.
Deferred policy acquisition costs and the value of business
acquired for variable life and annuity products are amortized
utilizing mean reversion techniques. In calculating the
estimated gross profits for these products the Company utilizes
a long-term total net return on assets of 8.25% and a five-year
reversion period. The reversion period is a period over which a
short-term return assumption is utilized to maintain the
models overall long-term rate of return. The Company caps
the reversion rate of return at 8.25% for one year and 10% for
years two through five. Mean reversion techniques result in the
application of reasonable yield assumptions to trend the
long-term rate of return back to the assumed rate over a period
of time following a historical deviation from the assumed
long-term rate.
59
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The carrying amounts of deferred policy acquisition costs and
value of business acquired are adjusted for the effect of
non-credit-related realized gains and losses, credit-related
gains, and the effects of unrealized gains and losses on debt
securities classified as available-for-sale. Deferred policy
acquisition costs and value of business acquired are not
adjusted for the effect of credit-related losses, rather as a
part of the investment income allocation process a charge,
referred to as a default charge, is made against the investment
income allocated to the Individual Products, Annuity and
Investment Products, and Benefit Partners segments. The default
charge is based upon the credit quality of the assets supporting
each segment and is meant to replicate the expected credit
losses that will emerge over an economic cycle. Through this
mechanism, the Individual Products, Annuity and Investment
Products, and Benefit Partners segments pay a relatively level
charge to the corporate segment and in return are reimbursed
when credit-related losses actually occur. See Note 6 for
further discussion.
At least annually, the assumptions used to estimate future gross
profits in calculating the amortization of deferred policy
acquisition costs and value of business acquired are evaluated
in relation to emerging experience. When actual experience
varies from the assumptions, adjustments are made in the quarter
in which the evaluation of the respective blocks of business is
completed. The effects of changes in estimated future gross
profits on unamortized deferred policy acquisition costs and
value of business acquired, referred to as unlockings, are
reflected in amortization expense within the consolidated
statements of income.
Deferred policy acquisition costs and value of business acquired
are reviewed periodically to determine that the unamortized
portion does not exceed the expected recoverable amounts. No
significant impairment adjustments have been reflected in the
results of operations for the years presented.
Goodwill
Goodwill (purchase price in excess of net assets acquired in a
business combination) carrying amounts are regularly reviewed
for indications of value impairment, with consideration given to
financial performance and other relevant factors. In addition,
certain events including a significant adverse change in legal
factors or the business climate, an adverse action or assessment
by a regulator, or unanticipated competition would cause the
Company to review carrying amounts of goodwill for impairment.
When considered impaired, the carrying amounts are written down
using a combination of fair value and discounted cash flows. The
Company ceased amortizing goodwill on January 1, 2002 in
accordance with an accounting standard that took effect on that
date. Accumulated amortization was $41 at December 31, 2004
and 2003.
Separate Accounts
Separate account assets and liabilities represent funds
segregated for the benefit of certain policyholders who bear the
investment risk. The separate account assets and liabilities,
which are equal, are recorded at fair value. Policyholder
account deposits and withdrawals, investment income and realized
investment gains and losses in the separate accounts are
excluded from the amounts reported in the consolidated
statements of income. Fees charged on separate account
policyholders deposits are included in universal life and
investment product charges in the consolidated statements of
income.
Film and Program Rights
Film and program rights result from license agreements under
which the Company has acquired rights to broadcast certain
television program material and are stated at cost less
amortization. The cost of rights acquired is recorded as an
asset within other assets, and an offsetting liability is also
recorded in other liabilities when the cost is known or
reasonably determinable, and the program material has been
accepted and made available for broadcast. Amortization is
determined using both straight-line and accelerated methods
based on the terms of the license agreements. Carrying amounts
are regularly reviewed by management for indications of
impairment and are adjusted when appropriate to estimated
amounts recoverable from future broadcast of the applicable
program material.
60
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Property and Equipment
Property and equipment, which is included in other assets in the
consolidated balance sheets, is stated at cost and depreciated
principally by the straight-line method over estimated useful
lives of 30 to 50 years for buildings and approximately
10 years for other property and equipment. Accumulated
depreciation was $223 and $204 at December 31, 2004 and
2003. Property and equipment is adjusted for impairment whenever
events or changes in circumstances indicate the carrying amount
of the asset may not be recoverable. In such cases, the cost
basis of the property and equipment is reduced to fair value
with the impairment loss being included in realized gains and
losses.
Future Policy Benefits and Other Policy Liabilities
Liabilities for future policy benefits on traditional life and
disability insurance are computed by the net level premium
valuation method based on assumptions about future investment
yield, mortality, morbidity and persistency. Estimates about
future circumstances are based principally on historical
experience and provide for possible adverse deviations.
Liabilities related to no-lapse guarantees (secondary
guarantees) on universal life-type products are included in
other policy liabilities within the consolidated balance sheets.
These liabilities are calculated by multiplying the benefit
ratio (present value of total expected secondary guarantee
benefits over the life of the contract divided by the present
value of total expected assessments over the life of the
contract) by the cumulative assessments recorded from contract
inception through the balance sheet date less the cumulative
secondary guarantee benefit payments plus interest. If
experience or assumption changes result in a new benefit ratio,
the reserves are unlocked to reflect the changes in a manner
similar to deferred policy acquisition costs and value of
business acquired. The accounting for secondary guarantee
benefits impacts, and is impacted by, estimated future gross
profits used to calculate amortization of deferred policy
acquisition costs, value of business acquired, deferred sales
inducements, and unearned revenue.
Policyholder Contract Deposits
Policyholder contract deposits consist of policy values that
accrue to holders of universal life-type contracts and
annuities. The liability is determined using the retrospective
deposit method and is presented before deduction of potential
surrender charges.
Policy and Contract Claims
The liability for policy and contract claims consists of the
estimated amount payable for claims reported but not yet settled
and an estimate of claims incurred but not reported, which is
based on historical experience, adjusted for trends and
circumstances. Management believes that the recorded liability
is sufficient to provide for claims and the associated claims
adjustment expenses incurred through the balance sheet date.
Recognition of Revenue
Premiums on traditional life insurance products are reported as
revenue when received unless received in advance of the due
date. Premiums on traditional accident and health, disability
income and dental insurance are reported as earned over the
contract period. A reserve is provided for the portion of
premiums written that relates to unexpired coverage terms.
Revenue from universal life-type and annuity products includes
charges for the cost of insurance, initiation and administration
of the policy and surrender of the policy. Revenue from these
charges is recognized in the year assessed to the policyholder,
except that any portion of an assessment that relates to
services to be provided in future years is deferred as unearned
revenue and is recognized as income over the period during which
services are provided based upon estimates of future gross
profits. The net of amounts deferred and amounts recognized is
61
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
reflected in universal life and investment product charges in
the consolidated statements of income. The effects of changes in
estimates of future gross profits, referred to as unlockings, on
unearned revenue are reflected in the consolidated statements of
income within universal life and investment product charges in
the period such revisions occur.
Communications sales are recognized as earned and are presented
net of agency and representative commissions.
Concession income of the broker/dealer subsidiaries is recorded
as earned.
Recognition of Benefits and Expenses
Benefits and expenses, other than deferred policy acquisition
costs, related to traditional life, accident and health,
disability income and dental insurance products are recognized
when incurred in a manner designed to match them with related
premiums and to spread income recognition over expected policy
lives (see preceding discussion of policy liabilities). For
universal life-type and annuity products, benefits include
interest credited to policyholders accounts, which is
recognized as it accrues.
Income Taxes
The Company and its subsidiaries file a consolidated
life/nonlife federal income tax return. Deferred income taxes
are recorded on the differences between the tax bases of assets
and liabilities and the amounts at which they are reported in
the consolidated financial statements. Recorded amounts are
adjusted to reflect changes in income tax rates and other tax
law provisions as they become enacted and represent the best
estimate of income taxes that will ultimately be sustained.
Stock-Based Compensation
The Company accounts for stock incentive awards in accordance
with Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees
(APB 25), and accordingly, recognizes no compensation
expense for stock option awards to employees or directors when
the option price is not less than the market value of the stock
at the date of award. The Company recognizes expense utilizing
the fair value method in accordance with Statement of Financial
Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123), for
stock options granted to non-employees, specifically agents.
SFAS 123 requires the presentation of pro forma information
as if the Company had accounted for its employee and director
stock options under the fair value method of that Statement. The
following is a reconciliation of reported net income and
proforma information as if the Company had adopted SFAS 123 for
its employee and director stock option awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Net income, as reported
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net of
related tax effects
|
|
|
8 |
|
|
|
6 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income
|
|
$ |
538 |
|
|
$ |
486 |
|
|
$ |
439 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share, as reported
|
|
$ |
3.96 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
Pro forma earnings per share
|
|
$ |
3.90 |
|
|
$ |
3.42 |
|
|
$ |
2.99 |
|
Earnings per share assuming dilution, as reported
|
|
$ |
3.92 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
Pro forma earnings per share assuming dilution
|
|
$ |
3.86 |
|
|
$ |
3.40 |
|
|
$ |
2.96 |
|
As discussed later under New Accounting Pronouncements, the
Company will adopt a new accounting method for stock-based
compensation in 2005.
62
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
New Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
No. 123 (revised 2004), Share Based Payment
(SFAS 123-R), which prescribes fair value expense
recognition for stock options and is effective for interim and
annual periods ending after June 15, 2005. As discussed
above, the Company currently accounts for employee stock options
using the intrinsic value method of APB 25, and related
interpretations, and discloses the impact of the fair value
method prescribed by SFAS 123 through footnote disclosure
only. Under APB 25, the Company does not recognize any
stock-based compensation expense for employee stock options
because all options granted have an exercise price equal to the
market value of the underlying stock on the date of grant. The
Company is required to adopt the provisions of SFAS 123-R
by July 1, 2005 under the modified prospective method.
Under this method, the fair value of all employee stock options
vesting on or after the adoption date will be included in the
determination of net income. The Company also plans to restate
prior periods using the modified retrospective application
described in SFAS 123-R. The fair value of stock options
will be estimated using an appropriate fair value option-pricing
model considering assumptions for dividend yield, expected
volatility, risk-free interest rate, and expected life of the
option. The fair value of the option grants will be amortized on
a straight-line basis over the three-year vesting period of the
awards. The adoption of SFAS 123-R will reduce our earnings
per share as described in our proforma disclosures discussed
earlier within the stock-based compensation section of
Note 2. However, the implementation of more sophisticated
modeling techniques may reduce this impact.
On May 19, 2004, the FASB issued FASB Staff
Position 106-2, Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug,
Improvement, and Modernization Act of 2003 (FSP
106-2). FSP 106-2 was issued to interpret Medicare Prescription
Drug, Improvement and Modernization Act of 2003 (Act) signed
into law on December 8, 2003. This Act introduces a
prescription drug benefit under Medicare beginning in 2006.
Under the Act, employers who sponsor postretirement plans that
provide prescription drug benefits that are actuarially
equivalent to Medicare qualify to receive subsidy payments. The
Company adopted FSP 106-2 effective July 1, 2004 under
the prospective application approach. Accordingly, the Company
remeasured its plan assets and Accumulated Postretirement
Benefit Obligation (APBO) as of that date to account
for the subsidy and other effects of the Act. See Note 13
for further discussion.
In March 2004, the Emerging Issues Task Force (EITF) of the
FASB reached a consensus on Issue 03-1, The
Meaning of Other-Than-Temporary Impairment and its Application
to Certain Investments (EITF 03-1). This issue
establishes impairment models for determining whether to record
impairment losses associated with investments in certain equity
and debt securities. In September 2004, the FASB issued FSP
EITF 03-1-1, Effective Date of
Paragraphs 1020 of EITF Issue No. 03-1,
The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments, which
indefinitely deferred the effective date of the
other-than-temporary impairment provisions of EITF 03-1
related to interest rates and sector spreads until such time as
the FASB issues further implementation guidance. The Company
continues to monitor developments concerning this guidance and
is currently unable to estimate the potential effects of
implementing the impairment provisions of EITF 03-1 on the
Companys consolidated financial position or results of
operations.
In December 2003, the FASB issued Statement of Financial
Accounting Standards No. 132 (Revised),
Employers Disclosures about Pensions and Other
Postretirement Benefits (SFAS 132-R) which
revises employers disclosures about pension plans and
other postretirement benefit plans. It does not require change
in the measurement or recognition of those plans. This statement
was effective for financial statements with fiscal years ending
after December 15, 2003. See Note 13 for the related
disclosures.
In July 2003, the Accounting Standards Executive Committee of
the American Institute of Certified Public Accountants (AcSEC)
issued Statement of Position 03-1 Accounting and
Reporting by Insurance Enterprises for Certain Nontraditional
Long-Duration Contracts and for Separate Accounts
(SOP 03-1). SOP 03-1 addresses: (i) separate
account presentation; (ii) accounting for an insurance
companys proportionate interest in separate accounts;
(iii) transfers of assets from the general account to a
separate account; (iv) valuation of certain
63
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
insurance liabilities and policy features such as guaranteed
minimum death benefits and annuitization benefits; and
(v) accounting for sales inducements. SOP 03-1 was
effective January 1, 2004 and was adopted through an
adjustment for the cumulative effect of a change in accounting
principle originally amounting to $13.
In June 2004, the FASB issued FSP 97-1 Situations
in Which Paragraphs 17(b) and 20 of FASB Statement No. 97,
Accounting and Reporting by Insurance Enterprises for Certain
Long-Duration Contracts and for Realized Gains and Losses from
the Sale of Investments, Permit or Require Accrual for an
Unearned Revenue Liability. FSP 97-1 clarifies
the accounting for unearned revenue liabilities of certain
universal-life type contracts under SOP 03-1. The
Companys adoption of FSP 97-1 on July 1, 2004
had no impact on the Companys consolidated financial
position or results of operations.
In September 2004, the AICPA SOP 03-1 Implementation Task
Force issued Technical Practice Aids (the TPAs) clarifying
certain provisions of SOP 03-1. As a result of this
additional guidance, we restated the cumulative effect
adjustment as of January 1, 2004 from $13 to $17. This
cumulative effect adjustment related primarily to the
establishment of additional policy liabilities for secondary
guarantees contained in our newer products and accounting for
sales inducements resident in certain of our older policies.
While we had previously provided for these items in our
financial statements, SOP 03-1 prescribed new methods of
valuation. Each of these items was at least partially offset by
adjustments to related balances of deferred policy acquisition
costs or value of business acquired, or in the case of sales
inducements, by the establishment of a deferred sales inducement
asset which is reported in other assets within the consolidated
balance sheets. The gross amount of additional policy
liabilities established was approximately $15, with $0.1
pertaining to guaranteed minimum death benefits on variable
universal life (VUL) products. No additional reserves were
necessary related to minimum guaranteed death benefits on
variable annuities (VAs), as our already-existing policy
liabilities (which were less than $1) proved to be adequate
under the new standard with respect to this feature. In addition
to the cumulative effect of adoption, SOP 03-1 (including the
effect of the TPAs) reduced our income before cumulative effect
of change in accounting principle for the year ended
December 31, 2004 by $7. At December 31, 2004, the
amount of SOP 03-1 policy liabilities included within other
policy liabilities in the consolidated balance sheets was $42.
The Company has policies in force containing two primary types
of sales inducements: 1) day one bonuses on fixed
annuities, which are in the form of either an increased interest
rate for a stated period or an additional premium credit; and
2) persistency-related interest crediting bonuses. The
fixed annuity bonuses were previously being capitalized and
amortized as a component of deferred policy acquisition costs.
Thus, there was no cumulative impact upon adoption other than a
balance sheet reclassification of the deferred amount out of
deferred policy acquisition costs into deferred sales
inducements. The persistency-related bonuses were previously
expensed on a pay-as-you-go basis. These bonuses are now accrued
over the period in which the policy must remain in force for the
policyholder to qualify for the inducement. Capitalized sales
inducements are amortized using the same methodology and
assumptions used to amortize deferred policy acquisition costs.
The following table rolls forward our deferred sales inducement
asset for the twelve months ended December 31, 2004.
|
|
|
|
|
Balance, December 31, 2003
|
|
$ |
|
|
Cumulative impact of adoption, including $30 reclassified from
deferred policy acquisition costs
|
|
|
68 |
|
Additional amounts deferred
|
|
|
15 |
|
Amortization
|
|
|
(7 |
) |
|
|
|
|
Balance, December 31, 2004
|
|
$ |
76 |
|
|
|
|
|
Separate account assets and liabilities represent funds
segregated for the benefit of certain policyholders who bear the
investment risk. SOP 03-1 did not impact our accounting
policies with respect to separate accounts, as they meet the
criteria for summary presentation contained in SOP 03-1.
Separate account assets and liabilities are
64
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
equal and are recorded at fair value. Policyholder deposits and
withdrawals, investment income and related realized investment
gains and losses in the separate account are excluded from the
amounts reported in our income statement. Fees charged on
separate account policyholder deposits are included in universal
life and investment product charges. The policies reported in
our separate accounts are VA and VUL policies. As indicated
above, the amounts of minimum guarantees or other similar
benefits related to these policies are negligible.
The FASB has issued Interpretation No. 46 (revised December
2003), Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51
(FIN 46). Under FIN 46, an enterprise consolidates
a variable interest entity (VIE), as defined, if the enterprise
absorbs a majority of the VIEs expected losses, receives a
majority of its expected residual returns, or both, as a result
of ownership, contractual or other financial interests in the
VIE. Prior to FIN 46, entities were generally consolidated by an
enterprise only when it had a controlling financial interest
through ownership of a majority voting interest in the entity.
In accordance with FIN 46, effective December 31,
2003, the Company deconsolidated Jefferson Pilot Capital
Trust A and Jefferson Pilot Capital Trust B (the
Trusts), VIEs that issued $300 of redeemable preferred
securities in private placement transactions in 1997. The
redeemable preferred securities were previously presented in the
Companys financial statements as Capital Securities in the
consolidated balance sheets. Dividends on the Capital Securities
were presented in the consolidated statements of income as a
deduction to arrive at net income available to common
stockholders, and as a financing outflow on the consolidated
statements of cash flows. As a result of the deconsolidation of
the Trusts, the consolidated balance sheets now reflect junior
subordinated debentures purchased from the Company by the Trusts
in 1997, which had previously been eliminated in consolidation.
Interest expense on the junior subordinated debentures is
presented as interest expense in the consolidated statements of
income and is presented as an operating cash outflow on the
consolidated statements of cash flow.
Effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standards No. 141, Business
Combinations (SFAS 141) and Statement of
Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets (SFAS 142).
SFAS 141 requires that all business combinations initiated
after June 30, 2001, be accounted for under the purchase
method of accounting and establishes specific criteria for the
recognition of intangible assets separately from goodwill.
SFAS 142 primarily addresses the accounting for goodwill
and intangible assets subsequent to their acquisition. In
accordance with the statements, the Company no longer amortizes
goodwill nor certain other intangible assets (primarily Federal
Communication Commission Licenses), but rather tests these
intangible assets for impairment at least on an annual basis.
The Company completed its annual test of impairment in the
second quarter of 2004 and concluded that there had been no
impairments. No subsequent events have occurred that would have
led to impairment of goodwill and other intangibles.
65
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 3. |
INCOME PER SHARE OF COMMON STOCK |
The following table sets forth the computation of earnings per
share before cumulative effect of change in accounting principle
and earnings per share assuming dilution before cumulative
effect of change in accounting principle.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for net income per share and net income per
share assuming dilution Income before
cumulative effect of change in accounting principle
|
|
$ |
563 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for net income per share
weighted-average shares outstanding
|
|
|
137,999,364 |
|
|
|
141,795,065 |
|
|
|
146,846,698 |
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee, director and agent stock options
|
|
|
1,213,670 |
|
|
|
1,072,150 |
|
|
|
1,375,644 |
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for net income per share assuming
dilution adjusted weighted-average shares outstanding
|
|
|
139,213,034 |
|
|
|
142,867,215 |
|
|
|
148,222,342 |
|
|
|
|
|
|
|
|
|
|
|
|
Income per share, before cumulative effect of change in
accounting principle
|
|
$ |
4.08 |
|
|
$ |
3.47 |
|
|
$ |
3.07 |
|
|
|
|
|
|
|
|
|
|
|
|
Income per share assuming dilution, before
cumulative effect of change in accounting principle
|
|
$ |
4.04 |
|
|
$ |
3.44 |
|
|
$ |
3.04 |
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2004, 2003 and 2002,
165,736, 1,247,825 and 894,037 options, weighted for the portion
of the period they were outstanding, with a weighted average
exercise price of $52.97, $46.83 and $46.77 per share, were
excluded from the computation of diluted earnings per share
because the options, based upon the application of the treasury
stock method, were anti-dilutive.
66
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Summary Cost and Fair Value Information
Aggregate cost or amortized cost, aggregate fair value and gross
unrealized gains and losses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 | |
|
|
| |
|
|
Cost or | |
|
Gross | |
|
Gross | |
|
|
|
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
|
Cost | |
|
Gains | |
|
(Losses) | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Available-for-sale, carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations and direct obligations of
U.S. Government agencies
|
|
$ |
253 |
|
|
$ |
13 |
|
|
$ |
|
|
|
$ |
266 |
|
Federal agency issued mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
1,610 |
|
|
|
64 |
|
|
|
(4 |
) |
|
|
1,670 |
|
Obligations of states and political subdivisions
|
|
|
57 |
|
|
|
4 |
|
|
|
|
|
|
|
61 |
|
Corporate obligations
|
|
|
16,225 |
|
|
|
853 |
|
|
|
(51 |
) |
|
|
17,027 |
|
Corporate private-labeled mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
659 |
|
|
|
31 |
|
|
|
(2 |
) |
|
|
688 |
|
Redeemable preferred stocks
|
|
|
12 |
|
|
|
1 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities
|
|
|
18,816 |
|
|
|
966 |
|
|
|
(57 |
) |
|
|
19,725 |
|
Equity securities
|
|
|
201 |
|
|
|
449 |
|
|
|
|
|
|
|
650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale
|
|
$ |
19,017 |
|
|
$ |
1,415 |
|
|
$ |
(57 |
) |
|
$ |
20,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity, carried at amortized cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
$ |
6 |
|
|
$ |
1 |
|
|
$ |
|
|
|
$ |
7 |
|
Corporate obligations
|
|
|
2,363 |
|
|
|
153 |
|
|
|
(9 |
) |
|
|
2,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities held-to-maturity
|
|
$ |
2,369 |
|
|
$ |
154 |
|
|
$ |
(9 |
) |
|
$ |
2,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003 | |
|
|
| |
|
|
Cost or | |
|
Gross | |
|
Gross | |
|
|
|
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
Fair | |
|
|
Cost | |
|
Gains | |
|
(Losses) | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Available-for-sale, carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations and direct obligations of
U.S. Government agencies
|
|
$ |
247 |
|
|
$ |
21 |
|
|
$ |
|
|
|
$ |
268 |
|
Federal agency issued mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
2,045 |
|
|
|
111 |
|
|
|
(4 |
) |
|
|
2,152 |
|
Obligations of states and political subdivisions
|
|
|
211 |
|
|
|
4 |
|
|
|
(2 |
) |
|
|
213 |
|
Corporate obligations
|
|
|
13,582 |
|
|
|
821 |
|
|
|
(96 |
) |
|
|
14,307 |
|
Corporate private-labeled mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
721 |
|
|
|
34 |
|
|
|
(3 |
) |
|
|
752 |
|
Redeemable preferred stocks
|
|
|
13 |
|
|
|
1 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities
|
|
|
16,819 |
|
|
|
992 |
|
|
|
(105 |
) |
|
|
17,706 |
|
Equity securities
|
|
|
304 |
|
|
|
454 |
|
|
|
(2 |
) |
|
|
756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale
|
|
$ |
17,123 |
|
|
$ |
1,446 |
|
|
$ |
(107 |
) |
|
$ |
18,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity, carried at amortized cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
$ |
7 |
|
|
$ |
1 |
|
|
$ |
|
|
|
$ |
8 |
|
Corporate obligations
|
|
|
2,745 |
|
|
|
186 |
|
|
|
(21 |
) |
|
|
2,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities held-to-maturity
|
|
$ |
2,752 |
|
|
$ |
187 |
|
|
$ |
(21 |
) |
|
$ |
2,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Contractual Maturities
Aggregate amortized cost and aggregate fair value of debt
securities as of December 31, 2004, according to maturity
date, are as indicated below. Contractual maturity dates were
utilized for all securities except for mortgage-backed
securities, which are based upon estimated maturity dates.
Actual future maturities may differ from the contractual
maturities shown because the issuers of certain debt securities
have the right to call or prepay the amounts due the Company,
with or without penalty.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale | |
|
Held-to-maturity | |
|
|
| |
|
| |
|
|
Amortized | |
|
Fair | |
|
Amortized | |
|
Fair | |
|
|
Cost | |
|
Value | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Due in one year or less
|
|
$ |
492 |
|
|
$ |
502 |
|
|
$ |
193 |
|
|
$ |
196 |
|
Due after one year through five years
|
|
|
4,129 |
|
|
|
4,331 |
|
|
|
774 |
|
|
|
812 |
|
Due after five years through ten years
|
|
|
8,039 |
|
|
|
8,367 |
|
|
|
933 |
|
|
|
995 |
|
Due after ten years through twenty years
|
|
|
3,073 |
|
|
|
3,232 |
|
|
|
378 |
|
|
|
406 |
|
Due after twenty years
|
|
|
2,994 |
|
|
|
3,207 |
|
|
|
91 |
|
|
|
105 |
|
Amounts not due at a single maturity date
|
|
|
77 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,804 |
|
|
|
19,712 |
|
|
|
2,369 |
|
|
|
2,514 |
|
Redeemable preferred stocks
|
|
|
12 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,816 |
|
|
$ |
19,725 |
|
|
$ |
2,369 |
|
|
$ |
2,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Lending
In its securities lending program, the Company generally
receives cash collateral in an amount that is in excess of the
market value of the securities loaned. Market values of
securities loaned and collateral are monitored daily, and
additional collateral is obtained as necessary. The market value
of securities loaned and collateral received amounted to $5 and
$5 at December 31, 2004 and $637 and $659 at
December 31, 2003.
68
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Changes in Net Unrealized Gains on Securities
Changes in amounts affecting net unrealized gains included in
other comprehensive income, reduced by deferred income taxes,
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Gains (Losses) | |
|
|
| |
|
|
Debt | |
|
Equity | |
|
|
|
|
Securities | |
|
Securities | |
|
Total | |
|
|
| |
|
| |
|
| |
Net unrealized gains on securities available-for-sale as of
December 31, 2001
|
|
$ |
108 |
|
|
$ |
302 |
|
|
$ |
410 |
|
Change during year ended December 31, 2002:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in stated amount of securities
|
|
|
650 |
|
|
|
(119 |
) |
|
|
531 |
|
|
Decrease in deferred policy acquisition costs and value of
business acquired
|
|
|
(238 |
) |
|
|
|
|
|
|
(238 |
) |
|
Decrease (increase) in deferred income tax liabilities
|
|
|
(144 |
) |
|
|
38 |
|
|
|
(106 |
) |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net unrealized gains included in
other comprehensive income
|
|
|
268 |
|
|
|
(81 |
) |
|
|
187 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on securities available-for-sale as of
December 31, 2002
|
|
|
376 |
|
|
|
221 |
|
|
|
597 |
|
Change during year ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in stated amount of securities
|
|
|
13 |
|
|
|
89 |
|
|
|
102 |
|
|
Increase in deferred policy acquisition costs and value of
business acquired
|
|
|
20 |
|
|
|
|
|
|
|
20 |
|
|
Increase in deferred income tax liabilities
|
|
|
(15 |
) |
|
|
(29 |
) |
|
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase in net unrealized gains included in other
comprehensive income
|
|
|
18 |
|
|
|
60 |
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on securities available-for-sale as of
December 31, 2003
|
|
|
394 |
|
|
|
281 |
|
|
|
675 |
|
Change during year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in stated amount of securities
|
|
|
22 |
|
|
|
(3 |
) |
|
|
19 |
|
|
Increase in deferred policy acquisition costs and value of
business acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in deferred income tax liabilities
|
|
|
(8 |
) |
|
|
1 |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net unrealized gains included in
other comprehensive income
|
|
|
14 |
|
|
|
(2 |
) |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on securities available-for-sale as of
December 31, 2004
|
|
$ |
408 |
|
|
$ |
279 |
|
|
$ |
687 |
|
|
|
|
|
|
|
|
|
|
|
69
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Net Investment Income
The details of investment income, net of investment expenses,
follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Interest on debt securities
|
|
$ |
1,298 |
|
|
$ |
1,317 |
|
|
$ |
1,325 |
|
Investment income on equity securities
|
|
|
29 |
|
|
|
25 |
|
|
|
18 |
|
Interest on mortgage loans
|
|
|
262 |
|
|
|
256 |
|
|
|
250 |
|
Interest on policy loans
|
|
|
51 |
|
|
|
50 |
|
|
|
52 |
|
Other investment income
|
|
|
68 |
|
|
|
42 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
Gross investment income
|
|
|
1,708 |
|
|
|
1,690 |
|
|
|
1,669 |
|
Investment expenses
|
|
|
(36 |
) |
|
|
(33 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
1,672 |
|
|
$ |
1,657 |
|
|
$ |
1,634 |
|
|
|
|
|
|
|
|
|
|
|
Investment expenses include salaries, expenses of maintaining
and operating investment real estate, real estate depreciation
and other allocated costs of investment management and
administration.
Realized Gains and Losses
The details of realized investment gains (losses), including
other-than-temporary impairments, follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Common stocks
|
|
$ |
92 |
|
|
$ |
14 |
|
|
$ |
160 |
|
Debt securities
|
|
|
(59 |
) |
|
|
(71 |
) |
|
|
(167 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total securities
|
|
|
33 |
|
|
|
(57 |
) |
|
|
(7 |
) |
Real estate
|
|
|
(1 |
) |
|
|
|
|
|
|
(2 |
) |
Other
|
|
|
7 |
|
|
|
(4 |
) |
|
|
(8 |
) |
Amortization of deferred policy acquisition costs and value of
business acquired
|
|
|
2 |
|
|
|
14 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
Realized investment gains (losses)
|
|
$ |
41 |
|
|
$ |
(47 |
) |
|
$ |
(22 |
) |
|
|
|
|
|
|
|
|
|
|
See Note 6 for discussion of amortization of deferred
policy acquisition costs and value of business acquired.
Information about total gross realized gains and losses on
securities, including other-than-temporary impairments, follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Gross realized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains
|
|
$ |
138 |
|
|
$ |
71 |
|
|
$ |
196 |
|
|
Losses
|
|
|
(105 |
) |
|
|
(128 |
) |
|
|
(203 |
) |
|
|
|
|
|
|
|
|
|
|
Realized gains (losses) on total securities
|
|
$ |
33 |
|
|
$ |
(57 |
) |
|
$ |
(7 |
) |
|
|
|
|
|
|
|
|
|
|
70
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Information about gross realized gains and losses on
available-for-sale securities, including other-than-temporary
impairments, follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Gross realized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains
|
|
$ |
133 |
|
|
$ |
56 |
|
|
$ |
191 |
|
|
Losses
|
|
|
(103 |
) |
|
|
(105 |
) |
|
|
(182 |
) |
|
|
|
|
|
|
|
|
|
|
Realized gains (losses) on available-for-sale securities
|
|
$ |
30 |
|
|
$ |
(49 |
) |
|
$ |
9 |
|
|
|
|
|
|
|
|
|
|
|
Investment Concentration Risk and Impairment
Investments in debt and equity securities include 1,792 issuers.
Debt and equity securities include investments in Bank of
America of $477 and $494 as of December 31, 2004 and 2003.
No other corporate issuer represents more than one percent of
investments.
The Company uses repurchase agreements to meet various cash
requirements. At December 31, 2004 and 2003, the amounts
held in debt securities available-for-sale pledged as collateral
for these borrowings were $489 and $428.
The Companys commercial mortgage loan portfolio is
comprised of conventional real estate mortgages collateralized
primarily by retail (33%), industrial (23%), office (18%),
apartment (14%), and hotel (8%) properties. Mortgage loan
underwriting standards emphasize the credit status of a
prospective borrower, quality of the underlying collateral and
loan-to-value relationships. Approximately 30% of stated
mortgage loan balances as of December 31, 2004 are for
properties located in South Atlantic states, approximately 17%
are for properties located in Pacific states, approximately 15%
are for properties located in West South Central states and
approximately 11% are for properties located in Mountain states.
No other geographic region represents as much as 10% of
December 31, 2004 mortgage loans.
At December 31, 2004 and 2003, the recorded investment in
mortgage loans that are considered to be potentially impaired
was $50 and $62. Delinquent loans outstanding as of
December 31, 2004 and 2003 totaled $6 and $4. The related
allowance for credit losses on all mortgage loans was $22 and
$36 at December 31, 2004 and 2003. The average recorded
investment in potentially impaired loans was $56, $64 and $77
during the years ended December 31, 2004, 2003 and 2002, on
which interest income of $1, $6 and $6 was recognized.
The Company sold certain securities that had been classified as
held-to-maturity, due to significant declines in credit
worthiness. The net amortized costs of sold securities were $24,
$29, and $86 for 2004, 2003 and 2002. The realized gains on the
sales of these securities, some of which were previously
impaired, were $1, $9 and $0 for 2004, 2003 and 2002.
The Company monitors its portfolio closely to ensure that all
other-than-temporary impairments are identified and recognized
in earnings as they occur. Currently, 669 of the Companys
securities are in an
71
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
unrealized loss position. The table below summarizes unrealized
losses on all securities held by both asset class and length of
time that a security has been in an unrealized loss position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than | |
|
12 months | |
|
|
|
|
12 months | |
|
or longer | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
|
|
Gross | |
|
|
|
Gross | |
|
|
|
Gross | |
|
|
Fair | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
Fair | |
|
Unrealized | |
|
|
Value | |
|
Losses | |
|
Value | |
|
Losses | |
|
Value | |
|
Losses | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
U.S. Treasury obligations and direct obligations of U.S.
Government agencies
|
|
$ |
14 |
|
|
$ |
|
|
|
$ |
56 |
|
|
$ |
|
|
|
$ |
70 |
|
|
$ |
|
|
Federal agency issued mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
149 |
|
|
|
(2 |
) |
|
|
144 |
|
|
|
(2 |
) |
|
|
293 |
|
|
|
(4 |
) |
Obligations of states and political subdivisions
|
|
|
11 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
Corporate obligations
|
|
|
1,590 |
|
|
|
(38 |
) |
|
|
1,734 |
|
|
|
(22 |
) |
|
|
3,324 |
|
|
|
(60 |
) |
Corporate private-labeled mortgage-backed securities (including
collateralized mortgage obligations)
|
|
|
132 |
|
|
|
(2 |
) |
|
|
18 |
|
|
|
|
|
|
|
150 |
|
|
|
(2 |
) |
Redeemable preferred stock
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities
|
|
$ |
1,896 |
|
|
$ |
(42 |
) |
|
$ |
1,958 |
|
|
$ |
(24 |
) |
|
$ |
3,854 |
|
|
$ |
(66 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One statistic to which we pay particular attention with respect
to debt securities is the Fair Value to Amortized Cost ratio.
Securities with a fair value to amortized cost ratio in the
90%-99% range are typically securities that have been impacted
by increases in market interest rates or sector spreads.
Securities in the 80%-89% range are typically securities that
have been impacted by increased market yields, specific credit
concerns or both. These securities are monitored to ensure that
the impairment is not other-than-temporary. Securities with a
fair value to amortized cost ratio less then 80% are considered
to be potentially distressed securities, and are
subjected to rigorous review. The following factors are
considered: the length of time a securitys fair value has
been below amortized cost, industry factors or conditions
related to a geographic area that are negatively affecting the
security, downgrades by rating agencies, the valuation of assets
specifically pledged to support the credit, the overall
financial condition of the issuer, past due interest or
principal payments, and our intent and ability to hold the
security for a sufficient time to allow for a recovery in value.
The table below summarizes the securities with unrealized losses
in our debt portfolio as of December 31, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized | |
|
Fair | |
|
Unrealized | |
|
|
|
|
Cost | |
|
Value | |
|
Losses | |
|
Percentage | |
|
|
| |
|
| |
|
| |
|
| |
90%-99%
|
|
$ |
3,875 |
|
|
$ |
3,815 |
|
|
$ |
(60 |
) |
|
|
90.9 |
% |
80%-89%
|
|
|
45 |
|
|
|
39 |
|
|
|
(6 |
) |
|
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,920 |
|
|
$ |
3,854 |
|
|
$ |
(66 |
) |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 5. |
DERIVATIVE FINANCIAL INSTRUMENTS |
Statement of Financial Accounting Standard No. 133
Accounting for Derivative Instruments and Hedging
Activities (SFAS 133) requires companies to recognize
all derivative instruments as either assets or liabilities in
the balance sheet at fair value. The fair values of the
Companys derivative instruments of $82 and $33 at
December 31, 2004 and 2003 are included in other
investments in the consolidated balance sheets. The accounting
for changes in the fair value (i.e., gains or losses) of a
derivative instrument depends on whether it has been designated
and qualifies as part of a hedging relationship and further, on
the type of hedging relationship. For those derivative
instruments that are designated and qualify as hedging
instruments, a company must
72
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
designate the hedging instrument, based upon the exposure being
hedged, as a fair value hedge, cash flow hedge or a hedge
related to foreign currency exposure. The Company accounts for
changes in fair values of derivatives that are not part of a
hedge or do not qualify for hedge accounting through earnings in
the period of the change. For derivatives that are designated
and qualify as cash flow hedges, the effective portion of the
gain or loss realized on the derivative instrument is reported
as a component of other comprehensive income and reclassified
into earnings in the same period during which the hedged
transaction impacts earnings. The remaining gain or loss on
these derivative instruments is recognized in current earnings
during the period of the change. Effectiveness of the
Companys hedge relationships is assessed and measured on a
quarterly basis. The Company has no fair value hedges or hedges
of net investments in foreign operations.
Cash Flow Hedging Strategy
The Company uses interest rate swaps to convert floating rate
investments to fixed rate investments. Interest is exchanged
periodically on the notional value, with the Company receiving
the fixed rate and paying various short-term LIBOR rates on a
net exchange basis. For the years ended December 31, 2004,
2003 and 2002 the ineffective portion of the Companys cash
flow hedging instruments, which is recognized in realized
investment gains, was not significant. At December 31, 2004
and 2003 the maximum term of interest rate swaps that hedged
floating rate investments was ten years.
The Company also uses interest rate swaps to hedge anticipated
purchases of assets that support the annuity line of business.
As assets are purchased, the interest rate swap is unwound
resulting in a realized gain/(loss) which effectively offsets
the change in the cost of the assets purchased to back annuities
issued. The gain/(loss) is amortized into income over time,
resulting in an overall yield that is consistent with the
Companys pricing assumptions.
For the years ended December 31, 2004, 2003 and 2002 the
Company recognized other comprehensive income related to cash
flow hedges, net of taxes, of $(3), $(5) and $9. The Company
does not expect to reclassify a significant amount of net gains
(losses) on derivative instruments from accumulated other
comprehensive income to earnings during the next twelve months.
For the years ended December 31, 2004, 2003 and 2002 the
Company recognized $0, $4 and $0 in previously deferred losses
as a result of sales of securities purchased through the use of
cash flow hedges.
Other Derivatives
Certain swaps serve as economic hedges but do not qualify for
hedge accounting under SFAS 133. These swaps are marked to
market through realized gains. The Companys realized
investment gains from these swaps were $1 in 2004 and
insignificant in years 2003 and 2002.
The Company markets equity-indexed annuities. These contracts
permit the holder to elect an interest rate return or an equity
market component, where interest credited to the contracts is
linked to the performance of the S&P 500® index.
Policyholders may elect to rebalance index options at renewal
dates, either annually or biannually. At each renewal date, we
have the opportunity to re-price the equity-indexed component by
establishing participation rates, subject to minimum guarantees.
We purchase options that are highly correlated to the portfolio
allocation decisions of our policyholders, such that we are
economically hedged with respect to equity returns for the
current reset period. The mark-to-market of the options held
impacts net investment income and interest credited in equal and
offsetting amounts. For the years ended December 31, 2004
and 2003, the change in fair value reflected in net investment
income and interest credited related to these options was $49
and $18. Such amounts were insignificant for 2002. SFAS 133
requires that we calculate fair values of index options we will
purchase in the future to hedge policyholder index allocations
in future reset periods. These fair values represent an estimate
of the cost of the options we will purchase in the future,
discounted back to the date of the balance sheet, using current
market indicators of volatility and interest rates. Changes in
the fair values of these
73
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
liabilities are reported in interest credited. Interest credited
was decreased by $3 in 2004 and $1 in 2003 and increased by $1
in 2002 for the changes in fair value of these liabilities.
The Company also invests in debt securities with embedded
options, which are considered to be derivative instruments under
SFAS 133. These derivatives are marked-to-market through
realized investment gains and were insignificant for 2004, 2003
and 2002.
Counterparties to derivative instruments expose the Company to
credit risk in the event of non-performance. The Company limits
this exposure by diversifying among counterparties with high
credit ratings. The Companys credit risk exposure on swaps
is limited to the fair value of swap agreements that it has
recorded as an asset. The Company does not expect any
counterparty to fail to meet its obligation.
|
|
NOTE 6. |
DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS
ACQUIRED |
Deferred Policy Acquisition Costs
Information about deferred policy acquisition costs follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Beginning balance
|
|
$ |
1,771 |
|
|
$ |
1,525 |
|
|
$ |
1,410 |
|
Cumulative effect of change in accounting principle
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
Group coinsurance assumed
|
|
|
37 |
|
|
|
|
|
|
|
|
|
Deferral:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
|
|
|
319 |
|
|
|
381 |
|
|
|
357 |
|
|
Other
|
|
|
123 |
|
|
|
120 |
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
442 |
|
|
|
501 |
|
|
|
479 |
|
Amortization
|
|
|
(256 |
) |
|
|
(280 |
) |
|
|
(202 |
) |
Adjustment related to unrealized losses (gains) on debt
securities available-for-sale
|
|
|
(8 |
) |
|
|
19 |
|
|
|
(159 |
) |
Adjustment related to realized losses (gains) on debt
securities
|
|
|
|
|
|
|
6 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$ |
1,958 |
|
|
$ |
1,771 |
|
|
$ |
1,525 |
|
|
|
|
|
|
|
|
|
|
|
See Note 1 for discussion of group coinsurance transaction.
Value of Business Acquired
Information about value of business acquired follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Beginning balance
|
|
$ |
459 |
|
|
$ |
502 |
|
|
$ |
660 |
|
Cumulative effect of change in accounting principle
|
|
|
30 |
|
|
|
|
|
|
|
|
|
Deferral of commissions and accretion of interest
|
|
|
4 |
|
|
|
9 |
|
|
|
7 |
|
Amortization
|
|
|
(31 |
) |
|
|
(61 |
) |
|
|
(84 |
) |
Adjustment related to unrealized losses (gains) on debt
securities available-for-sale
|
|
|
8 |
|
|
|
1 |
|
|
|
(79 |
) |
Adjustment related to realized losses (gains) on debt
securities
|
|
|
2 |
|
|
|
8 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$ |
472 |
|
|
$ |
459 |
|
|
$ |
502 |
|
|
|
|
|
|
|
|
|
|
|
74
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Expected approximate amortization percentages relating to the
value of business acquired for the next five years are as
follows:
|
|
|
|
|
|
|
Amortization | |
Year |
|
Percentage | |
|
|
| |
2005
|
|
|
10.6 |
% |
2006
|
|
|
9.2 |
% |
2007
|
|
|
7.9 |
% |
2008
|
|
|
7.1 |
% |
2009
|
|
|
6.5 |
% |
As discussed in Note 2, investment income allocated to the
Individual Products, AIP and Benefit Partners segments is
reduced by a default charge intended to replicate expected
credit losses over an economic cycle. In 2003, the Company
unlocked its deferred policy acquisition cost and VOBA models
with respect to the default charge assumption, resulting in a
favorable adjustment of $16 to realized gains and losses.
|
|
NOTE 7. |
POLICY LIABILITIES INFORMATION |
Interest Rate Assumptions
The liability for future policy benefits associated with
ordinary life insurance policies has been determined using
initial interest rate assumptions ranging from 2.0% to 11.5%
and, when applicable, uniform grading over 10 to 30 years to
ultimate rates ranging from 2.0% to 6.5%. Interest rate
assumptions for weekly premium, monthly debit and term life
insurance products generally fall within the same ranges as
those pertaining to ordinary life insurance policies.
Credited interest rates for universal life-type products ranged
from 3.0% to 9.0% in 2004 and 2003 and from 4.0% to 7.5% in
2002. The average credited interest rates for universal
life-type products were 4.6% for 2004, 5.0% for 2003 and 5.6%
for 2002. For annuity products, credited interest rates
generally ranged from 3.0% to 8.0% in 2004, 3.0% to 7.6% in 2003
and 3.0% to 7.8% in 2002. The average credited interest rates
for annuity products were 4.4% for 2004, 4.9% for 2003 and 5.5%
for 2002.
Mortality and Withdrawal Assumptions
Assumed mortality rates are generally based on experience
multiples applied to select and ultimate tables commonly used in
the industry. Withdrawal assumptions for individual life
insurance policies are based on historical company experience
and vary by issue age, type of coverage and policy duration.
75
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Accident and Health and Disability Insurance Liabilities
Activity
Activity in the liabilities for accident and health and
disability benefits, including reserves for future policy
benefits and unpaid claims and claim adjustment expenses, is
summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Balance as of January 1
|
|
$ |
630 |
|
|
$ |
564 |
|
|
$ |
540 |
|
Less reinsurance recoverables
|
|
|
130 |
|
|
|
132 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
Net balance as of January 1
|
|
|
500 |
|
|
|
432 |
|
|
|
405 |
|
|
|
|
|
|
|
|
|
|
|
Reinsurance transaction (see Note 1)
|
|
|
253 |
|
|
|
|
|
|
|
|
|
Amount incurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
589 |
|
|
|
408 |
|
|
|
366 |
|
|
Prior years
|
|
|
(24 |
) |
|
|
(1 |
) |
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
565 |
|
|
|
407 |
|
|
|
328 |
|
|
|
|
|
|
|
|
|
|
|
Less amount paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
293 |
|
|
|
224 |
|
|
|
211 |
|
|
Prior years
|
|
|
185 |
|
|
|
115 |
|
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
478 |
|
|
|
339 |
|
|
|
301 |
|
|
|
|
|
|
|
|
|
|
|
Net balance as of December 31
|
|
|
840 |
|
|
|
500 |
|
|
|
432 |
|
Plus reinsurance recoverables
|
|
|
125 |
|
|
|
130 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31
|
|
$ |
965 |
|
|
$ |
630 |
|
|
$ |
564 |
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31 included with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total future policy benefits
|
|
$ |
3,096 |
|
|
$ |
2,674 |
|
|
|
|
|
|
|
Less: Other future policy benefits
|
|
|
2,187 |
|
|
|
2,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A&H future policy benefits
|
|
|
909 |
|
|
|
591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total policy and contract claims
|
|
|
232 |
|
|
|
165 |
|
|
|
|
|
|
|
Less: Other policy and contract claims
|
|
|
176 |
|
|
|
126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A&H policy and contract claims
|
|
|
56 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total A&H reserves
|
|
$ |
965 |
|
|
$ |
630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company uses estimates for determining its liability for
accident and health and disability benefits, which are based on
historical claim payment patterns and attempt to provide for the
inherent variability in claim patterns and severity. In 2004,
the amount incurred for accident and health and disability
benefits related to prior years was favorably impacted by claims
termination experience in our long-term disability business.
Actual claims experience emerged favorably in 2003 and 2002.
Commercial Paper and Revolving Credit Borrowings
The Company has entered into a bank credit agreement for
unsecured revolving credit, under which the Company has the
option to borrow at various interest rates. The current
agreement, as amended on May 7, 2004, aggregates $348,
which is available until May 2007. This credit agreement
principally supports the issuance of commercial paper. As of
December 31, 2004, outstanding commercial paper had various
maturities, with none in excess of 120 days. The Company can
issue commercial paper with maturities of up to 270 days. In the
event the Company is not able to remarket commercial paper at
maturity, the Company has sufficient liquidity, consisting
76
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of the bank credit agreement, liquid assets, such as equity
securities, and other resources to retire these obligations. The
weighted-average interest rates for commercial paper borrowings
outstanding of $188 and $654 at December 31, 2004 and 2003
were 2.30% and 1.13%.
Notes Payable and Debentures
In January 2004, the Company issued $300 of 4.75% 10-year term
notes and $300 of floating rate EXtendible Liquidity
Securities® (EXLs). The EXLs bear interest at LIBOR plus a
spread, which increases annually to a maximum of 10 basis
points. As of December 31, 2004, the EXLs had a maturity of
November 2005 subject to periodic extension through 2011. The
proceeds from the debt issuance were used to finance the Canada
Life transaction and to pay down commercial paper while
rebalancing the mix of fixed and floating rate debt and short
and long term maturities in the Companys capital structure.
The junior subordinated debentures were issued in 1997 and
consist of $206 at an interest rate of 8.14% and $103 at an
interest rate of 8.285%. Interest is paid semi-annually. These
debentures mature in 2046, but are redeemable prior to maturity
at the option of the Company beginning January 15, 2007,
with two-thirds subject to a call premium of 4.07% and the
remainder subject to a call premium of 4.14%, each grading to
zero as of January 15, 2017.
Maturities
The maturities of our borrowings outstanding at
December 31, 2004, including securities sold under
repurchase agreements, are as follows:
|
|
|
|
|
2005
|
|
$ |
956 |
|
2006 2009
|
|
|
|
|
2010 and after
|
|
|
609 |
|
|
|
|
|
Total
|
|
$ |
1,565 |
|
|
|
|
|
Letter of Credit
In conjunction with the establishment of an intercompany
reinsurance subsidiary, we obtained a $500 letter of credit
facility. The credit agreement will provide credit enhancement
for the subsidiarys reinsurance obligations. JP is a
guarantor under the letter of credit facility. At
December 31, 2004, we had not reinsured any reserves to
this subsidiary.
|
|
NOTE 9. |
STOCKHOLDERS EQUITY |
Common Stock
Changes in the number of shares outstanding are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Shares outstanding, beginning
|
|
|
140,610,540 |
|
|
|
142,798,768 |
|
|
|
150,006,582 |
|
Shares issued under stock option plans
|
|
|
1,576,874 |
|
|
|
1,390,372 |
|
|
|
673,486 |
|
Shares reacquired
|
|
|
(5,368,200 |
) |
|
|
(3,578,600 |
) |
|
|
(7,881,300 |
) |
|
|
|
|
|
|
|
|
|
|
Shares outstanding, ending
|
|
|
136,819,214 |
|
|
|
140,610,540 |
|
|
|
142,798,768 |
|
|
|
|
|
|
|
|
|
|
|
77
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Shareholders Rights Plan
Under a shareholders rights plan, one common share
purchase right is attached to each share of the Companys
common stock. The plan becomes operative in certain events
involving an offer for or the acquisition of 15% or more of the
Companys common stock by any person or group. Following
such an event, each right, unless redeemed by the Companys
Board, entitles the holder (other than the acquiring person or
group) to purchase for an exercise price of $156.67 an amount of
common stock of the Company (or in the discretion of the Board,
preferred stock, debt securities, or cash), or in certain
circumstances stock of the acquiring company, having a market
value of twice the exercise price. Approximately
137 million shares of common stock are currently reserved
for the amended rights plan. The rights expire on
February 8, 2009 unless extended by the Board, and are
redeemable by the Board at a price of 0.30 cents per right at
any time before they become exercisable.
Preferred Stock
The Company has 20,000,000 shares of preferred stock authorized
(none issued) with the par value, dividend rights and other
terms to be set by the Board of Directors, subject to certain
limitations on voting rights.
|
|
NOTE 10. |
STOCK INCENTIVE PLANS |
Long Term Stock Incentive Plan
Under the Long Term Stock Incentive Plan, a Committee of
independent directors may award nonqualified or incentive stock
options and stock appreciation rights, and make grants of the
Companys stock, to employees of the Company and to life
insurance agents. Stock grants may be either restricted stock or
unrestricted stock distributed upon the achievement of
performance goals established by the Committee.
A total of 10,910,813 shares are available for issuance pursuant
to outstanding or future awards as of December 31, 2004.
The option price is never less than the market value of the
Companys common stock on the award date. Options are
exercisable for periods determined by the Committee, not to
exceed ten years from the award date, and vest immediately or
over periods as determined by the Committee. Restricted and
unrestricted stock grants are limited to 10% of the total shares
reserved for the Plan. This plan will terminate as to further
awards on May 3, 2009, unless earlier terminated by the
Board.
Non-Employee Directors Plan
Under the Non-Employee Directors Stock Option Plans,
874,524 shares of the Companys common stock are reserved
for issuance pursuant to outstanding or future awards as of
December 31, 2004. Nonqualified stock options are
automatically awarded, at market prices on specified award
dates. The options vest over a period of one to three years, and
terminate ten years from the date of award, but are subject to
earlier vesting or termination under certain circumstances. The
current plan will terminate as to further option awards on
March 31, 2008, unless terminated earlier by the Board.
78
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Summary Stock Option Activity
Summarized information about the Companys stock option
activity follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Weighted- | |
|
|
|
Weighted- | |
|
|
|
Weighted- | |
|
|
|
|
Average | |
|
|
|
Average | |
|
|
|
Average | |
|
|
|
|
Exercise | |
|
|
|
Exercise | |
|
|
|
Exercise | |
|
|
|
|
Price Per | |
|
|
|
Price Per | |
|
|
|
Price Per | |
|
|
Options | |
|
Share | |
|
Options | |
|
Share | |
|
Options | |
|
Share | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Outstanding beginning of year
|
|
|
9,657,303 |
|
|
$ |
38.80 |
|
|
|
9,952,806 |
|
|
$ |
37.01 |
|
|
|
9,492,389 |
|
|
$ |
34.82 |
|
Granted
|
|
|
1,612,900 |
|
|
|
52.30 |
|
|
|
1,378,550 |
|
|
|
38.49 |
|
|
|
1,436,361 |
|
|
|
47.71 |
|
Exercised
|
|
|
(1,752,756 |
) |
|
|
32.54 |
|
|
|
(1,525,590 |
) |
|
|
26.30 |
|
|
|
(707,740 |
) |
|
|
26.63 |
|
Forfeited and expired
|
|
|
(516,266 |
) |
|
|
45.07 |
|
|
|
(148,463 |
) |
|
|
51.53 |
|
|
|
(268,204 |
) |
|
|
44.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding end of year
|
|
|
9,001,181 |
|
|
$ |
42.08 |
|
|
|
9,657,303 |
|
|
$ |
38.80 |
|
|
|
9,952,806 |
|
|
$ |
37.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
7,444,427 |
|
|
$ |
40.85 |
|
|
|
7,427,496 |
|
|
$ |
37.54 |
|
|
|
7,576,734 |
|
|
$ |
34.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value of options granted during the year
|
|
$ |
10.84 |
|
|
|
|
|
|
$ |
8.80 |
|
|
|
|
|
|
$ |
10.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes certain stock option information
at December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding | |
|
Options Exercisable | |
|
|
| |
|
| |
|
|
|
|
Weighted- | |
|
|
|
|
|
|
|
|
Average | |
|
|
|
|
|
|
|
|
|
|
Remaining | |
|
Weighted- | |
|
|
|
Weighted- | |
|
|
Number | |
|
Contractual | |
|
Average | |
|
Number | |
|
Average | |
Range of Exercise Prices |
|
of Shares | |
|
Life | |
|
Exercise Price | |
|
of Shares | |
|
Exercise Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
$16.19 $25.72
|
|
|
859,161 |
|
|
|
1.7 |
|
|
$ |
24.80 |
|
|
|
859,161 |
|
|
$ |
24.80 |
|
$32.33 $35.96
|
|
|
1,382,376 |
|
|
|
4.1 |
|
|
|
35.06 |
|
|
|
1,382,376 |
|
|
|
35.06 |
|
$36.00 $46.17
|
|
|
2,474,853 |
|
|
|
5.4 |
|
|
|
40.01 |
|
|
|
2,025,159 |
|
|
|
40.50 |
|
$46.55 $52.98
|
|
|
4,284,791 |
|
|
|
6.4 |
|
|
|
49.01 |
|
|
|
3,177,731 |
|
|
|
47.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,001,181 |
|
|
|
|
|
|
$ |
42.08 |
|
|
|
7,444,427 |
|
|
$ |
40.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These tables include 459,678 outstanding and 304,719 exercisable
stock options held by life insurance agents. These are five-year
options with most vesting based on future production.
Forfeitures on agent options have been much higher than on other
options. These options are expensed upon vesting in accordance
with SFAS 123.
Fair values were estimated at grant date using a Black-Scholes
option pricing model with the following weighted-average
assumptions for 2004, 2003 and 2002: risk-free interest rates of
3.8%, 3.7% and 5.0%; volatility factors of the expected market
price of the Companys common stock of 0.22, 0.24 and 0.22;
and a weighted-average expected life of the options of
7.4 years for 2004, 7.2 years for 2003 and
7.9 years for 2002. An expected dividend yield of 2.95% and
2.57% was assumed for grants made in 2004 and 2003, and
dividends were assumed to increase by 10% annually for grants in
2002.
The Black-Scholes option valuation model was developed for use
in estimating the fair value of traded options, which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.
|
|
NOTE 11. |
STATUTORY FINANCIAL INFORMATION |
The Companys life insurance subsidiaries prepare financial
statements on the basis of SAP prescribed or permitted by the
insurance departments of their states of domicile. Prescribed
SAP includes the Accounting
79
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Practices and Procedures Manual of the National Association of
Insurance Commissioners (NAIC) as well as state laws,
regulations and administrative rules. Permitted SAP encompasses
all accounting practices not so prescribed. None of the life
insurance subsidiaries utilize permitted practices in the
preparation of their statutory financial statements.
The principal differences between SAP and GAAP are
(1) policy acquisition costs are expensed as incurred under
SAP, but are deferred and amortized under GAAP, (2) the
value of business acquired is not capitalized under SAP, but is
under GAAP, (3) amounts collected from holders of universal
life-type and annuity products are recognized as premiums when
collected under SAP, but are initially recorded as contract
deposits under GAAP, with cost of insurance recognized as
revenue when assessed and other contract charges recognized over
the periods for which services are provided, (4) the
classification and carrying amounts of investments in certain
securities are different, (5) the criteria for providing
asset valuation allowances, and the methodologies used to
determine the amounts thereof, (6) the timing of
establishing certain reserves, and the methodologies used to
determine the amounts thereof, and (7) certain assets are
not admitted for purposes of determining surplus under SAP.
A comparison of net income and statutory capital and surplus of
the life insurance subsidiaries determined on the basis of SAP
to net income and stockholders equity of these life
insurance subsidiaries on the basis of GAAP is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Statutory Accounting Practices
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year ended December 31
|
|
$ |
295 |
|
|
$ |
424 |
|
|
$ |
240 |
|
|
|
|
|
|
|
|
|
|
|
Statutory capital and surplus as of December 31
|
|
$ |
1,930 |
|
|
$ |
1,774 |
|
|
$ |
1,555 |
|
|
|
|
|
|
|
|
|
|
|
Generally Accepted Accounting Principles
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year ended December 31
|
|
$ |
445 |
|
|
$ |
450 |
|
|
$ |
323 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity as of December 31
|
|
$ |
4,553 |
|
|
$ |
4,244 |
|
|
$ |
4,023 |
|
|
|
|
|
|
|
|
|
|
|
Prior to its acquisition, Guarantee Life Insurance Company
(Guarantee, which was subsequently merged into JPFIC) converted
from a mutual form to a stock life company. In connection with
that conversion, Guarantee agreed to segregate certain assets to
provide for dividends on participating policies using dividend
scales in effect at the time of the conversion, providing that
the experience underlying such scales continued. The assets
allocated to the participating policies, including revenue
therefrom, will accrue solely to the benefit of those policies.
The assets and liabilities relating to these participating
policies amounted to $323 and $342 at December 31, 2004 and
$324 and $356 at December 31, 2003. The excess of
liabilities over the assets represents the total estimated
future earnings expected to emerge from these participating
policies.
Risk-Based Capital (RBC) requirements promulgated by
the NAIC require life insurers to maintain minimum
capitalization levels that are determined based on formulas
incorporating credit risk, insurance risk, interest rate risk
and general business risk. As of December 31, 2004, the
life insurance subsidiaries adjusted capital and surplus
exceeded their authorized control level RBC. The NAIC and the
Life and Health Actuarial Task Force may introduce more
stringent requirements for calculating statutory AXXX reserves
for products containing no-lapse guarantees. There are still
significant issues outstanding that make it difficult for the
Company to evaluate the effect of the proposed requirements on
the statutory capital and surplus of its insurance subsidiaries.
Numerous proposals have been circulated by regulators and the
industry and debate is ongoing. However, the adoption of the new
requirements may require significant increases in required
surplus and statutory reserves supporting products containing
no-lapse guarantees.
The insurance statutes of the states of domicile limit the
amount of dividends that the life insurance subsidiaries may pay
annually without first obtaining regulatory approval. The
limitations are based on a
80
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
combination of statutory net gain from operations for the
preceding year, 10% of statutory surplus at the end of the
preceding year, and dividends and distributions made within the
preceding twelve months. Depending on the timing of payments,
approximately $295 of dividends could be paid to the ultimate
parent by the life insurance subsidiaries in 2005 without
regulatory approval.
Some states require life insurers to maintain a certain value of
securities on deposit with the state in order to conduct
business in that state. Our insurance subsidiaries had
securities totaling $25 on deposit with various states in 2004
and 2003 which are reported in debt securities within our
consolidated balance sheets.
Income taxes reported are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Current expense
|
|
$ |
193 |
|
|
$ |
127 |
|
|
$ |
238 |
|
Deferred expense
|
|
|
84 |
|
|
|
119 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax expense before cumulative effect of change in
accounting principle
|
|
|
277 |
|
|
|
246 |
|
|
|
235 |
|
Income tax effect of change in accounting for long-duration
contracts
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$ |
268 |
|
|
$ |
246 |
|
|
$ |
235 |
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the federal income tax rate to the
Companys effective income tax rate follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Federal income tax rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax exempt interest and dividends received deduction
|
|
|
(1.2 |
) |
|
|
(1.2 |
) |
|
|
(1.5 |
) |
|
Affordable housing credits
|
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
(0.4 |
) |
|
|
(0.5 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
33.0 |
% |
|
|
33.3 |
% |
|
|
34.3 |
% |
|
|
|
|
|
|
|
|
|
|
81
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The tax effects of temporary differences that result in
significant deferred tax assets and deferred tax liabilities are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Difference in policy liabilities
|
|
$ |
518 |
|
|
$ |
470 |
|
|
Deferred compensation
|
|
|
37 |
|
|
|
33 |
|
|
Capital loss carryforward
|
|
|
|
|
|
|
25 |
|
|
Other deferred tax assets
|
|
|
40 |
|
|
|
33 |
|
|
|
|
|
|
|
|
Gross deferred tax assets
|
|
|
595 |
|
|
|
561 |
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on securities and other
|
|
|
368 |
|
|
|
369 |
|
|
Deferral of policy acquisition costs and value of business
acquired
|
|
|
659 |
|
|
|
517 |
|
|
Deferred gain recognition for income tax purposes
|
|
|
37 |
|
|
|
41 |
|
|
Differences in investment bases
|
|
|
47 |
|
|
|
64 |
|
|
Depreciation differences
|
|
|
40 |
|
|
|
44 |
|
|
Other deferred tax liabilities
|
|
|
33 |
|
|
|
69 |
|
|
|
|
|
|
|
|
Gross deferred tax liabilities
|
|
|
1,184 |
|
|
|
1,104 |
|
|
|
|
|
|
|
|
Net deferred income tax liability
|
|
$ |
589 |
|
|
$ |
543 |
|
|
|
|
|
|
|
|
Federal income tax returns for 2000 through 2002 are currently
under examination. In the opinion of management, recorded income
tax liabilities adequately provide for additional assessments on
all remaining open years.
Under prior federal income tax law, one-half of the excess of a
life insurance companys income from operations over its
taxable investment income was not taxed, but was set aside in a
special tax account designated as Policyholders
Surplus. The Company has approximately $107 of untaxed
Policyholders Surplus on which no payment of
federal income taxes will be required unless it is distributed
as a dividend, or under other specified conditions. No related
deferred tax liability has been recognized for the potential
tax, which would approximate $37. The American Jobs Creation Act
of 2004 was passed on October 22, 2004. This Act allows for
the Policyholders Surplus to be distributed without being
subjected to tax. The distributions must be made during the 2005
or 2006 tax years. The Company expects to distribute the balance
in Policyholder Surplus account during this time frame.
At December 31, 2004 and 2003, the Company has accrued
approximately $32 and $39 for liabilities primarily related to
pending settlements on the definition of life insurance and
other life insurance product tax issues. The current income tax
expense in 2004, 2003 and 2002 includes tax benefits of $12, $10
and $4 related to the exercise of stock options by employees and
agents.
|
|
NOTE 13. |
RETIREMENT BENEFIT PLANS |
Pension Plans
The Company and its subsidiaries have tax-qualified and
nonqualified defined benefit pension plans, which provide
benefits based on years of service and final average earnings.
The plans are funded through group annuity contracts with JP
Life. The assets of the plans are those of the related
contracts, and are primarily held in separate accounts of JP
Life.
82
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Information regarding pension plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year
|
|
$ |
361 |
|
|
$ |
322 |
|
|
Service cost
|
|
|
15 |
|
|
|
13 |
|
|
Interest cost
|
|
|
22 |
|
|
|
21 |
|
|
Actuarial loss
|
|
|
26 |
|
|
|
30 |
|
|
Benefits paid
|
|
|
(19 |
) |
|
|
(25 |
) |
|
|
|
|
|
|
|
Projected benefit obligation at end of year
|
|
|
405 |
|
|
|
361 |
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
Fair value of assets at beginning of year
|
|
|
369 |
|
|
|
331 |
|
|
Actual return on plan assets
|
|
|
47 |
|
|
|
58 |
|
|
Transfer in
|
|
|
(1 |
) |
|
|
(1 |
) |
|
Employer contribution
|
|
|
1 |
|
|
|
6 |
|
|
Benefits paid
|
|
|
(19 |
) |
|
|
(25 |
) |
|
|
|
|
|
|
|
Fair value of assets at end of year
|
|
|
397 |
|
|
|
369 |
|
|
|
|
|
|
|
|
Funded status of the plans
|
|
|
(8 |
) |
|
|
8 |
|
Unrecognized net loss
|
|
|
15 |
|
|
|
8 |
|
Unrecognized transition net asset
|
|
|
(1 |
) |
|
|
(2 |
) |
Unrecognized prior service cost
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$ |
7 |
|
|
$ |
14 |
|
|
|
|
|
|
|
|
Amounts recognized consist of:
|
|
|
|
|
|
|
|
|
Prepaid benefit cost
|
|
$ |
27 |
|
|
$ |
28 |
|
Accrued benefit cost
|
|
|
(37 |
) |
|
|
(14 |
) |
Intangible asset
|
|
|
2 |
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$ |
7 |
|
|
$ |
14 |
|
|
|
|
|
|
|
|
The accumulated benefit obligation for all defined benefit
pension plans was $372 and $319 at December 31, 2004 and
2003.
The Company uses a December 31 measurement date for its
pension and post-retirement plans. Past service costs and
unrecognized gains and losses are amortized over the average
remaining service period of employees expected to receive
benefits under the plan.
The amount included within other comprehensive income for 2004
related to the increase in the minimum pension liability is $9,
net of taxes.
Information for Pension Plans with Accumulated Benefit
Obligation in Excess of Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Projected benefit obligation
|
|
$ |
39 |
|
|
$ |
26 |
|
Accumulated benefit obligation
|
|
|
37 |
|
|
|
21 |
|
Fair value of plan assets
|
|
|
|
|
|
|
|
|
83
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Components of Net Periodic Benefit Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Service cost
|
|
$ |
15 |
|
|
$ |
13 |
|
|
$ |
11 |
|
Interest cost
|
|
|
22 |
|
|
|
21 |
|
|
|
20 |
|
Expected return on plan assets
|
|
|
(31 |
) |
|
|
(31 |
) |
|
|
(30 |
) |
Amortization of net transition asset
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
Amortization of prior service cost
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Amortization of net loss
|
|
|
1 |
|
|
|
(2 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$ |
7 |
|
|
$ |
1 |
|
|
$ |
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Weighted-average assumptions used to determine benefit
obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
6.00 |
% |
|
|
6.25 |
% |
|
|
6.75 |
% |
|
Rate of compensation increase
|
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
Weighted-average assumptions used to determine net cost for
years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
6.25 |
% |
|
|
6.75 |
% |
|
|
7.00 |
% |
|
Expected return on plan assets
|
|
|
8.00 |
% |
|
|
8.00 |
% |
|
|
8.00 |
% |
|
Rate of compensation increase
|
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
The assumption for long-term rate of return on assets is derived
from historical returns on investments of the types in which
pension assets are invested. A range of assumptions for
long-term rate of return is made for benchmarks representing
each asset class. The upper and lower range limits are based on
optimistic and pessimistic assumptions, respectively, and
reflect historical returns that are adjusted to reflect factors
that might cause future experience to differ from the past,
differences between the benchmarks and the plans assets,
and the effects of asset smoothing. The adjusted rates of return
are weighted by target allocations for each asset class to
derive limits for a range of overall long-term gross rates of
return. Within this range, one rate of return is selected as the
best estimate. From that rate the Company subtracts an estimate
of expenses, and the result is the basis for the assumed
long-term rate of return on assets.
The assumption for discount rate is based upon an evaluation of
specific plan attributes using cash flow analysis. The weighted
average duration of the projected cash flows for the plans was
used to select an appropriate AA-rated bond interest rate. The
discount rate assumption declined in 2004 and 2003 as a result
of the low interest rate environment experienced in the past few
years.
84
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Plan Assets
The Companys pension plans weighted-average asset
allocations by asset category are as follows based on fair value:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
Asset Category |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Equity securities
|
|
|
73 |
% |
|
|
70 |
% |
Debt securities
|
|
|
26 |
|
|
|
29 |
|
Other
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
The overall investment objective of the plans is to meet or
exceed the actuarial assumptions of each plan. The plans are
assumed to exist in perpetuity; therefore, the investment
portfolio is managed to provide stable and growing income, as
well as to achieve growth in principal equal to the rate of
inflation. Allocation of plan assets is reviewed at least
annually. Investment guidelines are: equity securities, a range
of 35% to 75% of the total portfolios value, with no more
than 20% of the total equity exposure in non-U.S. equities;
fixed income, a range of 25% to 65% of the total
portfolios value; cash, up to 5% of the portfolios
value. The portfolio may be invested in individual securities,
mutual funds or co-mingled funds of various kinds. In order to
achieve a prudent level of portfolio diversification, the
securities of any one company or issuer, other than the U.S.
Treasury, should not exceed 5% of the portfolios value and
no more than 20% of the fund should be invested in any one
industry. Without specific written instructions from the Plan
Administrator, a plan will not be invested in short sales of
individual securities, put or call options on individual
securities or commodities, or commodity futures.
Contributions
Estimated contributions to pension plans during 2005 are $0 for
qualified plans and $13 to $17 for nonqualified plans.
Benefit Payments
The expected benefit payments for the Companys pension
plans for the years indicated are as follows:
|
|
|
|
|
2005
|
|
$ |
30 |
|
2006
|
|
|
19 |
|
2007
|
|
|
20 |
|
2008
|
|
|
20 |
|
2009
|
|
|
21 |
|
2010 through 2014
|
|
|
124 |
|
Other Postretirement Benefit Plans
The Company sponsors contributory health care and life insurance
benefit plans for eligible retired employees, qualifying retired
agents and certain surviving spouses. The Company contributes to
a welfare benefit trust from which future benefits will be paid.
The Company accrues the cost of providing postretirement
benefits other than pensions during the employees active
service period. The non-pension postretirement expense was $2 in
2004, 2003 and 2002.
In December 2003, the Medicare Prescription Drug, Improvement
and Modernization Act (the Act) was signed into law. The Act
includes a federal subsidy to sponsors of retiree health plans
that provide a prescription drug benefit that is at least
actuarially equivalent to the benefit to be provided under
Medicare Part D. We have
85
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
evaluated the provisions of the Act and believe that the
benefits provided by our plan are actuarially equivalent thereto.
On May 19, 2004, the FASB issued FSP 106-2,
Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement, and Modernization Act
of 2003. In accordance with FSP 106-2, the
Company remeasured its plan assets and Accumulated
Postretirement Benefit Obligation (APBO) as of
July 1, 2004 to account for the subsidy and other effects
of the Act, which resulted in an immaterial reduction in
postretirement benefit cost. The reduction in the APBO for the
subsidy related to past service was insignificant.
Defined Contribution Plans
Defined contribution retirement plans cover most employees and
full time agents. The Company matches a portion of participant
contributions and makes profit sharing contributions to a fund
that acquires and holds shares of the Companys common
stock. The Company also contributes to accounts in two plans in
which full time agents participate. Most plan assets are
invested under a group variable annuity contract issued by JP
Life. Expenses were $4, $2 and $4 during 2004, 2003 and 2002.
The insurance subsidiaries attempt to reduce exposure to
significant individual claims by reinsuring portions of certain
individual life insurance policies and annuity contracts
written. They reinsure the portion of an individual life
insurance risk in excess of their retention, which ranges from
$0.4 to $2.1 for various individual life and annuity products.
They also attempt to reduce exposure to losses that may result
from unfavorable events or circumstances by reinsuring certain
levels and types of accident and health insurance risks
underwritten.
JPFIC reinsures certain insurance business written prior to 1995
with affiliates of Household International, Inc. on a
coinsurance basis. Balances are settled monthly, and the
reinsurers compensate JPFIC for administrative services related
to the reinsured business. The amount due from reinsurers in the
consolidated balance sheets includes $828 and $845 due from the
Household affiliates at December 31, 2004 and 2003.
Assets related to the Household reinsured business have been
placed in irrevocable trusts formed to hold the assets for the
benefit of JPFIC and are subject to investment guidelines which
identify (1) the types and quality standards of securities
in which new investments are permitted, (2) prohibited new
investments, (3) individual credit exposure limits and
(4) portfolio characteristics. Household has
unconditionally and irrevocably guaranteed, as primary obligor,
full payment and performance by its affiliated reinsurers. JPFIC
has the right to terminate the PPA and COLI reinsurance
agreements by recapture of the related assets and liabilities if
Household does not take a required action under the guarantee
agreements within 90 days of a triggering event.
As of December 31, 2004 and 2003, JPFIC also had a
reinsurance recoverable of $73 and $76 from a single reinsurer,
pursuant to a 50% coinsurance agreement. JPFIC and the reinsurer
are joint and equal owners in $193 and $153 of securities and
short-term investments as of December 31, 2004 and 2003,
50% of which is included in investments in the consolidated
balance sheets.
Reinsurance contracts do not relieve an insurer from its primary
obligation to policyholders. Therefore, the failure of a
reinsurer to discharge its reinsurance obligations could result
in a loss to the subsidiaries. The subsidiaries regularly
evaluate the financial condition of their reinsurers and monitor
concentrations of credit risk related to reinsurance activities.
No credit losses have resulted from the reinsurance activities
of the subsidiaries during the three years ended
December 31, 2004.
The life insurance subsidiaries generally assume portions of the
life and accident and health risks underwritten by certain other
insurers on a limited basis. In 2004, assumed premium was
significantly higher due to the Canada Life reinsurance
transaction discussed in Note 1. Most of the business assumed
has subsequently been rewritten to our own policy forms such
that the Company is now the direct writer of this business.
86
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The effects of reinsurance on premiums and other considerations,
universal life and investment product charges and total benefits
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Premiums and other considerations direct
|
|
$ |
1,200 |
|
|
$ |
1,029 |
|
|
$ |
924 |
|
Premiums and other considerations assumed
|
|
|
164 |
|
|
|
2 |
|
|
|
4 |
|
Less premiums and other considerations ceded
|
|
|
71 |
|
|
|
80 |
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
Net premiums and other considerations
|
|
$ |
1,293 |
|
|
$ |
951 |
|
|
$ |
841 |
|
|
|
|
|
|
|
|
|
|
|
Universal life and investment product charges direct
|
|
$ |
850 |
|
|
$ |
798 |
|
|
$ |
745 |
|
Universal life and investment product charges assumed
|
|
|
7 |
|
|
|
|
|
|
|
|
|
Less universal life and investment product charges ceded
|
|
|
125 |
|
|
|
107 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
Net universal life and investment product charges
|
|
$ |
732 |
|
|
$ |
691 |
|
|
$ |
638 |
|
|
|
|
|
|
|
|
|
|
|
Benefits direct
|
|
$ |
2,371 |
|
|
$ |
2,227 |
|
|
$ |
2,323 |
|
Benefits assumed
|
|
|
155 |
|
|
|
6 |
|
|
|
(48 |
) |
Less reinsurance recoveries
|
|
|
239 |
|
|
|
228 |
|
|
|
361 |
|
|
|
|
|
|
|
|
|
|
|
Net benefits
|
|
$ |
2,287 |
|
|
$ |
2,005 |
|
|
$ |
1,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 15. |
SEGMENT INFORMATION |
The Company has five reportable segments, which are defined
based on the nature of the products and services offered:
Individual Products, Annuity and Investment Products (AIP),
Benefit Partners, Communications, and Corporate and Other.
Within the Individual Products segment, the Company offers a
wide array of individual life insurance products including
variable life insurance. Approximately 56%, 58% and 30% of
Individual Products life insurance sales were attributable to
products with secondary guarantee benefits for 2004, 2003 and
2002. AIP offers both fixed and variable annuities, as well as
other investment products. Benefit Partners offers group
non-medical products such as term life, disability income and
dental insurance to the employer marketplace. Various insurance
and investment products are currently marketed to individuals
and businesses in the United States. The Communications segment
consists principally of radio and television broadcasting
operations located in strategically selected markets in the
Southeastern and Western United States, and sports program
production. The Corporate and Other segment includes activities
of the parent company and passive investment affiliates, default
charges as discussed in Note 2, surplus of the life
insurance subsidiaries not allocated to other reportable
segments including earnings thereon, financing expenses on
Corporate debt, federal and state income taxes not otherwise
allocated to other reportable segments, and all of the
Companys realized gains and losses. Surplus is allocated
to the Individual Products, AIP, and Benefit Partners reportable
segments based on risk-based capital formulae which give
consideration to asset/liability and general business risks, as
well as the Companys strategies for managing those risks.
Various distribution channels and/or product classes related to
the Companys individual life, annuity and investment
products and group insurance have been aggregated in the
Individual Products, AIP, and Benefit Partners reporting
segments.
The segments are managed separately because of the different
products, distribution channels and marketing strategies each
employs. The Company evaluates performance based on several
factors, of which the primary financial measure is reportable
segment results, which consists of net income before realized
gains and losses and cumulative effect of change in accounting
principle. The accounting policies of the business segments are
the same as those described in Note 2. Substantially all
revenue is derived from sales in the United States, and foreign
assets are not material.
87
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes financial information of the
reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Assets
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
18,776 |
|
|
$ |
17,717 |
|
|
AIP
|
|
|
10,504 |
|
|
|
9,941 |
|
|
Benefit Partners
|
|
|
1,839 |
|
|
|
1,079 |
|
|
Communications
|
|
|
223 |
|
|
|
210 |
|
|
Corporate & Other
|
|
|
3,763 |
|
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
35,105 |
|
|
$ |
32,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
1,780 |
|
|
$ |
1,774 |
|
|
$ |
1,737 |
|
AIP
|
|
|
718 |
|
|
|
694 |
|
|
|
686 |
|
Benefit Partners
|
|
|
1,202 |
|
|
|
820 |
|
|
|
698 |
|
Communications
|
|
|
239 |
|
|
|
214 |
|
|
|
208 |
|
Corporate & Other
|
|
|
122 |
|
|
|
118 |
|
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,061 |
|
|
|
3,620 |
|
|
|
3,428 |
|
Realized investment gains (losses), before taxes
|
|
|
41 |
|
|
|
(47 |
) |
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
4,102 |
|
|
$ |
3,573 |
|
|
$ |
3,406 |
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment results and reconciliation to net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
302 |
|
|
$ |
309 |
|
|
$ |
293 |
|
AIP
|
|
|
76 |
|
|
|
85 |
|
|
|
80 |
|
Benefit Partners
|
|
|
71 |
|
|
|
51 |
|
|
|
48 |
|
Communications
|
|
|
54 |
|
|
|
46 |
|
|
|
40 |
|
Corporate & Other
|
|
|
33 |
|
|
|
32 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment results
|
|
|
536 |
|
|
|
523 |
|
|
|
465 |
|
Realized investment gains (losses), net of taxes
|
|
|
27 |
|
|
|
(31 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
|
563 |
|
|
|
492 |
|
|
|
450 |
|
|
Cumulative effect of change in accounting for long-duration
contracts, net of taxes
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
|
|
|
|
|
|
|
|
|
Net investment income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
900 |
|
|
$ |
914 |
|
|
$ |
924 |
|
AIP
|
|
|
593 |
|
|
|
587 |
|
|
|
577 |
|
Benefit Partners
|
|
|
89 |
|
|
|
64 |
|
|
|
60 |
|
Communications
|
|
|
(2 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
Corporate & Other
|
|
|
92 |
|
|
|
94 |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
Total net investment income
|
|
$ |
1,672 |
|
|
$ |
1,657 |
|
|
$ |
1,634 |
|
|
|
|
|
|
|
|
|
|
|
88
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Amortization of deferred policy acquisition costs and value
of business acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
207 |
|
|
$ |
195 |
|
|
$ |
167 |
|
AIP
|
|
|
53 |
|
|
|
46 |
|
|
|
38 |
|
Benefit Partners
|
|
|
27 |
|
|
|
100 |
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
Amortization reflected in total reportable segment results
|
|
|
287 |
|
|
|
341 |
|
|
|
286 |
|
Amortization on realized investment gains (losses)
|
|
|
(2 |
) |
|
|
(14 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred policy acquisition costs and value of
business acquired
|
|
$ |
285 |
|
|
$ |
327 |
|
|
$ |
291 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
156 |
|
|
$ |
163 |
|
|
$ |
158 |
|
AIP
|
|
|
40 |
|
|
|
46 |
|
|
|
43 |
|
Benefit Partners
|
|
|
38 |
|
|
|
27 |
|
|
|
26 |
|
Communications
|
|
|
36 |
|
|
|
29 |
|
|
|
26 |
|
Corporate & Other
|
|
|
(7 |
) |
|
|
(3 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense in reportable segment results
|
|
|
263 |
|
|
|
262 |
|
|
|
242 |
|
Income tax expense (benefit) on realized investment gains
(losses)
|
|
|
14 |
|
|
|
(16 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax expense before cumulative effect of change in
accounting principle
|
|
|
277 |
|
|
|
246 |
|
|
|
235 |
|
Tax on cumulative effect of change in accounting principle
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$ |
268 |
|
|
$ |
246 |
|
|
$ |
235 |
|
|
|
|
|
|
|
|
|
|
|
Default charges paid to the Corporate and Other segment by
Individual, AIP and Benefit Partners were $23, $14, $2 for 2004;
$20, $10, $1 for 2003 and $13, $8, $1 for 2002.
The Company allocates depreciation expense to Individual
Products, AIP and Benefit Partners, but the related fixed assets
are contained in the Corporate and Other segment.
89
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 16. |
OTHER COMPREHENSIVE INCOME |
The components of other comprehensive income, along with related
tax effects, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized | |
|
|
|
|
|
|
|
|
Gains on | |
|
Derivative | |
|
Additional | |
|
|
|
|
Available- | |
|
Financial | |
|
Minimum | |
|
|
|
|
for-Sale | |
|
Instruments | |
|
Pension | |
|
|
|
|
Securities | |
|
Gains (Losses) | |
|
Liability | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Balance at December 31, 2001
|
|
$ |
410 |
|
|
$ |
4 |
|
|
$ |
|
|
|
$ |
414 |
|
Unrealized holding gains arising during period, net of $104 tax
expense
|
|
|
193 |
|
|
|
|
|
|
|
|
|
|
|
193 |
|
Change in fair value of derivatives, net of $5 tax expense
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
9 |
|
Less: reclassification adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains realized in net income, net of $3 tax expense
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2002
|
|
|
597 |
|
|
|
13 |
|
|
|
|
|
|
|
610 |
|
Unrealized holding gains arising during period, net of $23 tax
expense
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
46 |
|
Change in fair value of derivatives, net of $2 tax benefit
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
Less: reclassification adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses realized in net income, net of $17 tax benefit
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2003
|
|
|
675 |
|
|
|
8 |
|
|
|
|
|
|
|
683 |
|
Unrealized holding gains arising during period, net of $12 tax
expense
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
25 |
|
Change in minimum pension liability, net of $6 tax benefit
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
(9 |
) |
Change in fair value of derivatives, net of $2 tax benefit
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
Less: reclassification adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains realized in net income, net of $7 tax expense
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
$ |
687 |
|
|
$ |
5 |
|
|
$ |
(9 |
) |
|
$ |
683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 17. |
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS |
The carrying values and fair values of financial instruments as
of December 31 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
Carrying | |
|
Fair | |
|
Carrying | |
|
Fair | |
|
|
Value | |
|
Value | |
|
Value | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities available-for-sale
|
|
$ |
19,725 |
|
|
$ |
19,725 |
|
|
$ |
17,706 |
|
|
$ |
17,706 |
|
Debt securities held-to-maturity
|
|
|
2,369 |
|
|
|
2,514 |
|
|
|
2,752 |
|
|
|
2,918 |
|
Equity securities available-for-sale
|
|
|
650 |
|
|
|
650 |
|
|
|
756 |
|
|
|
756 |
|
Mortgage loans
|
|
|
3,667 |
|
|
|
3,854 |
|
|
|
3,472 |
|
|
|
3,675 |
|
Policy loans
|
|
|
839 |
|
|
|
926 |
|
|
|
869 |
|
|
|
972 |
|
Derivative financial instruments
|
|
|
82 |
|
|
|
82 |
|
|
|
33 |
|
|
|
33 |
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annuity contract liabilities in accumulation phase
|
|
|
8,733 |
|
|
|
8,325 |
|
|
|
8,059 |
|
|
|
7,714 |
|
Commercial paper and revolving credit borrowings
|
|
|
188 |
|
|
|
188 |
|
|
|
654 |
|
|
|
654 |
|
Securities sold under repurchase agreements
|
|
|
468 |
|
|
|
468 |
|
|
|
401 |
|
|
|
401 |
|
Junior subordinated debentures
|
|
|
309 |
|
|
|
309 |
|
|
|
309 |
|
|
|
309 |
|
Notes payable
|
|
|
600 |
|
|
|
597 |
|
|
|
|
|
|
|
|
|
The fair values of cash, cash equivalents, balances due on
account from agents, reinsurers and others, and accounts payable
approximate their carrying amounts in the consolidated balance
sheets due to their short-term maturity or availability. Assets
and liabilities related to separate accounts are reported at
fair value in the consolidated balance sheets.
The fair values of debt and equity securities and derivative
financial instruments have been determined from nationally
quoted market prices and by using values supplied by independent
pricing services and discounted cash flow techniques.
The fair value of the mortgage loan portfolio has been estimated
by discounting expected future cash flows using the interest
rate currently offered for similar loans.
The fair value of policy loans outstanding for traditional life
products has been estimated using a current risk-free interest
rate applied to expected future loan repayments projected based
on historical repayment patterns. The fair values of policy
loans on universal life-type and annuity products approximate
carrying values due to the variable interest rates charged on
those loans.
Annuity contracts do not generally have defined maturities.
Therefore, fair values of the liabilities under annuity
contracts, the carrying amounts of which are included with
policyholder contract deposits in the consolidated balance
sheets, are estimated to equal the cash surrender values of the
contracts.
The fair values of commercial paper and revolving credit
borrowings approximate their carrying amounts due to their
short-term nature. Similarly, the fair value of the liability
for securities sold under repurchase agreements approximates its
carrying amount, which includes accrued interest.
The fair value of the junior subordinated debentures was
determined based on market quotes for similar securities.
Notes payable is comprised of $300 of EXtendible Liquidity
Securities® (EXLs) that have variable interest rates,
therefore carrying value approximates market value for these
securities. The remainder of notes payable represents 10-year
notes, the fair market value of which was determined by market
quotes for these notes in the secondary market.
91
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE 18. |
COMMITMENTS AND CONTINGENT LIABILITIES |
The Company routinely enters into commitments to extend credit
in the form of mortgage loans and to purchase certain debt
instruments for its investment portfolio in private placement
transactions. The fair value of outstanding commitments to fund
mortgage loans and to acquire debt securities in private
placement transactions, which are not reflected in the
consolidated balance sheets, approximates $121 at
December 31, 2004.
The Company leases electronic data processing equipment and
field office space under noncancelable operating lease
agreements. The lease terms range from one to seven years.
Neither annual rent nor future rental commitments are
significant.
JPCC has commitments for purchases of syndicated television
programming and commitments on other contracts, and future
sports programming rights as of December 31, 2004. The
Company also has commitments to sell a portion of the sports
programming rights to other entities, over the same period. The
table below summarizes these commitments and revenues, including
estimates for those that are not yet finalized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments | |
|
Revenues | |
|
Net | |
|
|
| |
|
| |
|
| |
2005
|
|
$ |
69 |
|
|
$ |
55 |
|
|
$ |
14 |
|
2006
|
|
|
58 |
|
|
|
29 |
|
|
|
29 |
|
2007
|
|
|
51 |
|
|
|
28 |
|
|
|
23 |
|
2008
|
|
|
49 |
|
|
|
28 |
|
|
|
21 |
|
2009
|
|
|
41 |
|
|
|
29 |
|
|
|
12 |
|
2010
|
|
|
34 |
|
|
|
30 |
|
|
|
4 |
|
Thereafter
|
|
|
35 |
|
|
|
32 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
337 |
|
|
$ |
231 |
|
|
$ |
106 |
|
|
|
|
|
|
|
|
|
|
|
These commitments are not reflected as an asset or liability in
the consolidated balance sheets because the programs are not
currently available for use.
A life insurance subsidiary is a defendant in a proposed class
action suit. The suit alleges that a predecessor company,
decades ago, unfairly discriminated in the sale of certain small
face amount life insurance policies, and unreasonably priced
these policies. Management believes that the life companys
practices have complied with state insurance laws and intends to
vigorously defend the claims asserted.
In the normal course of business, the Company and its
subsidiaries are parties to various lawsuits. Because of the
considerable uncertainties that exist, the Company cannot
predict the outcome of pending or future litigation. However,
management believes that the resolution of pending legal
proceedings will not have a material adverse effect on the
Companys financial position or liquidity, although it
could have a material adverse effect on the results of
operations for a specific period.
92
|
|
Item 9. |
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure |
None.
|
|
Item 9A. |
Controls and Procedures |
(a) We carried out an evaluation, under the supervision and
with the participation of our management, including the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of our disclosure controls and procedures
pursuant to Securities Exchange Act of 1934 (Act)
Rule 13a-15. Based on that evaluation, our management,
including our CEO and CFO, concluded, as of the end of the
period covered by this report, that our disclosure controls and
procedures were effective. Disclosure controls and procedures
include controls and procedures designed to ensure that
management, including our CEO and CFO, is alerted to material
information required to be disclosed in our filings under the
Act so as to allow timely decisions regarding our disclosures.
In designing and evaluating disclosure controls and procedures,
we recognized that any controls and procedures, no matter how
well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, as ours
are designed to do.
(b) There have been no changes in our internal control over
financial reporting that occurred during the fourth quarter 2004
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
(c) Managements Assessment of Internal Control Over
Financial Reporting and the related Report of Independent
Registered Public Accounting Firm on Internal Control Over
Financial Reporting appear on pages 50 and 51 of this
Annual Report.
|
|
Item 9B. |
Other Information |
None being reported.
93
PART III
|
|
Item 10. |
Directors and Executive Officers of the Registrant |
We incorporate by reference the information regarding directors
and executive officers under the headings
Proposal I Election of Directors
and Stock Ownership Section 16(a) beneficial
ownership reporting compliance in our 2005 definitive
Proxy Statement to be filed for the May 2005 annual shareholders
meeting (Proxy Statement). We also incorporate the information
regarding Executive Officers set forth in Part I above.
Our Board of Directors has determined that George W.
Henderson, III is an audit committee financial
expert as defined by applicable SEC rules.
Mr. Henderson is independent under applicable SEC rules.
We have adopted a Code of Ethics for Financial Officers which
applies to our chief executive officer, chief financial officer
and chief accounting officer. This code is available on our
website, www.jpfinancial.com, under Investors. We intend
to promptly post any amendments to or waivers of this Code at
this location on our website.
|
|
Item 11. |
Executive Compensation |
We incorporate by reference the information under the headings
How are directors compensated and Executive
Compensation in the Proxy Statement.
|
|
Item 12. |
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters |
We incorporate by reference the information under the heading
Stock Ownership in the Proxy Statement.
Equity Compensation Plan Information
This table provides information as of December 31, 2004
about shares of our common stock that may be issued under our
equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares to be | |
|
Weighted Average | |
|
Number of Shares Remaining | |
|
|
issued Upon Exercise of | |
|
Exercise Price of | |
|
Available for Future Issuance | |
Plan Category |
|
Outstanding Options | |
|
Outstanding Options | |
|
Excluding Shares in column (a) | |
|
|
| |
|
| |
|
| |
|
|
(a) | |
|
(b) | |
|
(c) | |
Equity compensation plans approved by shareholders(1)
|
|
|
9,001,181 |
|
|
$ |
42.08 |
|
|
|
2,784,156 |
(2) |
Equity compensation plans not approved by shareholders(3)
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(1) |
Option shares in column (a) approximated 6.6% of
outstanding shares, and available shares in column
(c) approximated 2.0% of outstanding shares. |
|
(2) |
Of these shares available for future awards, 2,426,656 are
available under the Long Term Stock Incentive Plan
(LTS) and 357,500 are available under the Non-Employee
Directors Stock Option Plan. Shares covered by options
that terminate unexercised, and any shares tendered to pay for
an option exercise or withheld for taxes, will be available for
future option grants under the respective plan. The LTS permits
awards other than options, such as restricted stock up to 10% of
the shares reserved, and our LTIP payouts as described in our
Proxy Statement are made 50% in common shares from the LTS
shares shown in column (c). |
|
(3) |
Our directors fee deferral plan is not an equity
compensation plan because there is no share reserve, overhang or
dilution and fee deferrals are promptly used by the grantor
trust to buy shares in the open market for later payout after
directors leave the Board as described in our proxy statement. |
|
|
Item 13. |
Certain Relationships and Related Transactions |
We incorporate by reference the information under the heading
Is the Compensation Committee Independent? in the
Proxy Statement.
94
|
|
Item 14. |
Principal Accountant Fees and Services |
We incorporate by reference the information under the heading
Audit Committee Report in the Proxy Statement.
PART IV
|
|
Item 15. |
Exhibits and Financial Statement Schedules |
(a) This portion of Item 15 appears in a separate
section of this report. See the index on page F-1. The List
and Index of Exhibits appears on pages E-1 - E-2 of this report.
(b) Exhibits appear in a separate section of this report.
See page E-1.
(c) Financial Statement Schedules This portion
of Item 15 appears in a separate section of this report. See the
index on page F-1.
Undertakings
For the purposes of complying with the amendments to the rules
governing Form S-8 under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which
undertaking shall be incorporated by reference into
registrants Registration Statements on Form S-8
Nos. 2-36778 (filed March 23, 1970) and 2-56410 (filed
May 12, 1976) and 33-30530 (filed August 15, 1989),
and in outstanding effective registration statements on
Form S-16 included in such S-8 filings:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
95
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
|
JEFFERSON-PILOT CORPORATION
Registrant |
|
BY (SIGNATURE)
(NAME AND TITLE) |
|
/s/ Dennis R. Glass
------------------------------------------------
Dennis R. Glass |
DATE |
|
President and Chief Executive Officer
(also signing as Principal Executive Officer and Director)
March 15, 2005 |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
/s/ Theresa M.
Stone
---------------------------------------------
Theresa M. Stone
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
March 15, 2005 |
|
|
|
/s/ Reggie D.
Adamson
---------------------------------------------
Reggie D. Adamson
Senior Vice President and Treasurer
(Principal Accounting Officer)
March 15, 2005 |
|
|
|
/s/ Edwin B.
Borden*
---------------------------------------------
Edwin B. Borden, Director
March 15, 2005 |
|
|
|
/s/ William H.
Cunningham*
---------------------------------------------
William H. Cunningham, Director
March 15, 2005 |
|
|
|
/s/ Robert G.
Greer*
---------------------------------------------
Robert G. Greer, Director
March 15, 2005 |
|
|
|
/s/ George W.
Henderson, III*
---------------------------------------------
George W. Henderson, III
March 15, 2005 |
|
|
|
/s/ Elizabeth
Valk Long*
---------------------------------------------
Elizabeth Valk Long
March 15, 2005 |
96
|
|
|
|
|
|
/s/ E. S.
Melvin*
---------------------------------------------
E. S. Melvin, Director
March 15, 2005 |
|
|
|
/s/ William P.
Payne*
---------------------------------------------
William P. Payne, Director
March 15, 2005 |
|
|
|
/s/ Patrick S.
Pittard*
---------------------------------------------
Patrick S. Pittard, Director
March 15, 2005 |
|
|
|
/s/ Donald S.
Russell, Jr.*
---------------------------------------------
Donald S. Russell, Jr., Director
March 15, 2005 |
|
|
|
/s/ David A.
Stonecipher*
---------------------------------------------
David A. Stonecipher, Director
March 15, 2005 |
Robert A. Reed, Attorney-in-Fact
March 15, 2005
97
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES
The following consolidated financial statements of
Jefferson-Pilot Corporation and subsidiaries are included in
Item 8.
|
|
|
Consolidated Balance Sheets December 31, 2004
and 2003
|
|
|
Consolidated Statements of Income Years Ended
December 31, 2004, 2003 and 2002 |
|
|
Consolidated Statements of Stockholders
Equity Years Ended December 31, 2004, 2003 and
2002 |
|
|
Consolidated Statements of Cash Flows Years Ended
December 31, 2004, 2003 and 2002 |
|
|
Notes to Consolidated Financial Statements
December 31, 2004
|
The following consolidated financial statement schedules of
Jefferson-Pilot Corporation and subsidiaries are included in
Item 14(d).
|
|
|
|
|
|
Page |
|
|
|
Schedule I Summary of Investments
Other Than Investments in Related Parties
|
|
F-2 |
Schedule II Financial Statements of
Jefferson-Pilot Corporation:
|
|
|
|
Condensed Balance Sheets as of December 31, 2004 and 2003
|
|
F-3 |
|
Condensed Statements of Income for the Years Ended
December 31, 2004, 2003 and 2002
|
|
F-4 |
|
Condensed Statements of Cash Flows for the Years Ended
December 31, 2004, 2003 and 2002
|
|
F-5 |
|
Note to Condensed Financial Statements
|
|
F-6 |
Schedule III Supplementary Insurance Information
|
|
F-7 |
Schedule IV Reinsurance for the Years Indicated
|
|
F-8 |
Schedule V Valuation and Qualifying Accounts
|
|
F-8 |
List and Index of Exhibits
|
|
E-1-E-2 |
All other schedules required by Article 7 of
Regulation S-X are not required under the related
instructions or are inapplicable and therefore have been omitted.
F-1
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE I SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 2004
In millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column B | |
|
Column C | |
|
Column D | |
|
|
| |
|
| |
|
| |
|
|
|
|
|
|
Amount | |
|
|
|
|
|
|
at Which | |
|
|
|
|
|
|
Shown in the | |
|
|
|
|
Fair | |
|
Consolidated | |
Type of Investment |
|
Cost (a) | |
|
Value | |
|
Balance Sheet | |
|
|
| |
|
| |
|
| |
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds and other debt instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Treasury obligations and direct obligations of
U.S. Government agencies
|
|
$ |
253 |
|
|
$ |
266 |
|
|
$ |
266 |
|
|
|
Federal agency issued collateralized mortgage obligations
|
|
|
1,610 |
|
|
|
1,670 |
|
|
|
1,670 |
|
|
|
Obligations of states, municipalities and political
subdivisions (b)
|
|
|
63 |
|
|
|
68 |
|
|
|
67 |
|
|
|
Obligations of public utilities (b)
|
|
|
3,897 |
|
|
|
4,132 |
|
|
|
4,099 |
|
|
|
Corporate obligations (b)
|
|
|
14,691 |
|
|
|
15,402 |
|
|
|
15,291 |
|
|
|
Corporate private-labeled collateralized mortgage obligations
|
|
|
659 |
|
|
|
688 |
|
|
|
688 |
|
|
Redeemable preferred stocks
|
|
|
12 |
|
|
|
13 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities
|
|
|
21,185 |
|
|
|
22,239 |
|
|
|
22,094 |
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public utilities
|
|
|
112 |
|
|
|
133 |
|
|
|
133 |
|
|
|
Banks, trust and insurance companies
|
|
|
63 |
|
|
|
478 |
|
|
|
478 |
|
|
|
Industrial and all other
|
|
|
24 |
|
|
|
37 |
|
|
|
37 |
|
|
Non-redeemable preferred stocks
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
201 |
|
|
|
650 |
|
|
|
650 |
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans on real estate (c)
|
|
|
3,689 |
|
|
|
|
|
|
|
3,667 |
|
Other real estate held for investment
|
|
|
125 |
|
|
|
|
|
|
|
125 |
|
Policy loans
|
|
|
839 |
|
|
|
|
|
|
|
839 |
|
Other long-term investments
|
|
|
193 |
|
|
|
|
|
|
|
193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$ |
26,232 |
|
|
|
|
|
|
$ |
27,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
a. |
Cost of debt securities is original cost, reduced by repayments
and other-than-temporary impairments and adjusted for
amortization of premiums accrual of discounts. Cost of equity
securities is original cost. Cost of mortgage loans on real
estate and policy loans represents aggregate outstanding
balances. Cost of real estate acquired by foreclosure is the
originally capitalized amount, reduced by applicable
depreciation. Cost of other real estate held for investment is
depreciated original cost. |
|
|
b. |
Differences between amounts reflected in Column B or
Column C and amounts at which shown in the consolidated
balance sheet reflected in Column D result from the
application of SFAS 115, Accounting for Certain
Investments in Debt and Equity Securities. A portion
of bonds and debt securities are recorded as investments
held-to-maturity at amortized cost and a portion are recorded as
investments available-for-sale at fair value. |
|
|
c. |
Differences between cost reflected in Column B and amounts
at which shown in the consolidated balance sheet reflected in
Column D result from valuation allowances. |
F-2
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE II CONDENSED BALANCE SHEETS OF
JEFFERSON-PILOT CORPORATION
In millions (except share information)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
ASSETS |
Cash and investments:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
2 |
|
|
$ |
13 |
|
|
Investment in subsidiaries
|
|
|
5,688 |
|
|
|
5,300 |
|
|
|
|
|
|
|
|
|
|
Total cash and investments
|
|
|
5,690 |
|
|
|
5,313 |
|
Other assets
|
|
|
12 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
5,702 |
|
|
$ |
5,329 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
Commercial paper and revolving credit borrowings
|
|
$ |
188 |
|
|
$ |
654 |
|
|
Notes payable, subsidiaries
|
|
|
587 |
|
|
|
486 |
|
|
Notes payable, other
|
|
|
600 |
|
|
|
|
|
|
Junior subordinated debentures
|
|
|
309 |
|
|
|
309 |
|
|
Payables and accruals
|
|
|
39 |
|
|
|
32 |
|
|
Dividends payable
|
|
|
52 |
|
|
|
46 |
|
|
Income taxes receivable
|
|
|
(7 |
) |
|
|
(9 |
) |
|
Deferred income tax assets
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,768 |
|
|
|
1,523 |
|
|
|
|
|
|
|
|
Commitments & contingent liabilities
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
|
Common stock, par value $1.25 per share, authorized 2004 and
2003: 350,000,000; issued: 2004
136,819,214 shares; 2003 140,610,540 shares
|
|
|
180 |
|
|
|
176 |
|
|
Retained earnings, including equity in undistributed net income
of subsidiaries 2004 $2,780, 2003
$2,466
|
|
|
3,071 |
|
|
|
2,947 |
|
|
Accumulated other comprehensive income
|
|
|
683 |
|
|
|
683 |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
3,934 |
|
|
|
3,806 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
5,702 |
|
|
$ |
5,329 |
|
|
|
|
|
|
|
|
See Note to Condensed Financial Statements.
F-3
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE II CONDENSED STATEMENTS OF INCOME
OF JEFFERSON-PILOT CORPORATION
In millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jefferson-Pilot Life Insurance Company
|
|
$ |
10 |
|
|
$ |
130 |
|
|
$ |
20 |
|
|
|
Jefferson Pilot Financial Insurance Company
|
|
|
154 |
|
|
|
96 |
|
|
|
216 |
|
|
|
Jefferson-Pilot Communications Company
|
|
|
53 |
|
|
|
38 |
|
|
|
33 |
|
|
|
Other subsidiaries
|
|
|
72 |
|
|
|
8 |
|
|
|
133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
289 |
|
|
|
272 |
|
|
|
402 |
|
|
Other investment income, including interest from subsidiaries,
net
|
|
|
(2 |
) |
|
|
2 |
|
|
|
1 |
|
|
Realized investment losses
|
|
|
(2 |
) |
|
|
(2 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
285 |
|
|
|
272 |
|
|
|
396 |
|
Financing costs
|
|
|
65 |
|
|
|
45 |
|
|
|
47 |
|
Other expenses
|
|
|
20 |
|
|
|
25 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in undistributed net
income (loss) of subsidiaries
|
|
|
200 |
|
|
|
202 |
|
|
|
325 |
|
Income tax benefits
|
|
|
(32 |
) |
|
|
(34 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in undistributed net income (loss) of
subsidiaries
|
|
|
232 |
|
|
|
236 |
|
|
|
352 |
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed net income (loss) of subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jefferson-Pilot Life Insurance Company
|
|
|
197 |
|
|
|
35 |
|
|
|
138 |
|
|
|
Jefferson Pilot Financial Insurance Company
|
|
|
49 |
|
|
|
165 |
|
|
|
(104 |
) |
|
|
Jefferson-Pilot Communications Company
|
|
|
2 |
|
|
|
7 |
|
|
|
7 |
|
|
|
Other subsidiaries, net
|
|
|
66 |
|
|
|
49 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
314 |
|
|
|
256 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
|
|
|
|
|
|
|
|
|
See Note to Condensed Financial Statements.
F-4
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE II CONDENSED STATEMENTS OF CASH FLOWS
OF JEFFERSON-PILOT CORPORATION
In millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
546 |
|
|
$ |
492 |
|
|
$ |
450 |
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed net income of subsidiaries
|
|
|
(314 |
) |
|
|
(256 |
) |
|
|
(97 |
) |
|
|
Realized investment losses
|
|
|
2 |
|
|
|
2 |
|
|
|
7 |
|
|
|
Change in accrued items and other adjustments, net
|
|
|
(6 |
) |
|
|
110 |
|
|
|
(76 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
228 |
|
|
|
348 |
|
|
|
284 |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of investments
|
|
|
|
|
|
|
4 |
|
|
|
2 |
|
|
Other returns from (investments in) subsidiaries
|
|
|
(115 |
) |
|
|
250 |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(115 |
) |
|
|
254 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
|
(203 |
) |
|
|
(184 |
) |
|
|
(174 |
) |
|
Common stock transactions, net
|
|
|
(210 |
) |
|
|
(112 |
) |
|
|
(321 |
) |
|
Proceeds from external borrowings
|
|
|
6,145 |
|
|
|
5,178 |
|
|
|
3,643 |
|
|
Repayments of external borrowings
|
|
|
(6,011 |
) |
|
|
(4,977 |
) |
|
|
(3,637 |
) |
|
Borrowings from subsidiaries, net
|
|
|
155 |
|
|
|
(229 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(124 |
) |
|
|
(324 |
) |
|
|
(501 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(11 |
) |
|
|
278 |
|
|
|
(222 |
) |
Cash and cash equivalents (overdrafts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
13 |
|
|
|
(265 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
Ending
|
|
$ |
2 |
|
|
$ |
13 |
|
|
$ |
(265 |
) |
|
|
|
|
|
|
|
|
|
|
See Note to Condensed Financial Statements.
F-5
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE II NOTE TO CONDENSED FINANCIAL
STATEMENTS
OF JEFFERSON-PILOT CORPORATION
|
|
Note 1. |
Basis of Presentation and Significant Accounting Policies |
The accompanying financial statements comprise a condensed
presentation of financial position, results of operations, and
cash flows of Jefferson-Pilot Corporation (the
Company) on a separate-company basis. These
condensed financial statements do not include the accounts of
the Companys majority-owned subsidiaries, but instead
include the Companys investment in those subsidiaries,
stated at amounts which are substantially equal to the
Companys equity in the subsidiaries net assets.
Therefore the accompanying financial statements are not those of
the primary reporting entity. The consolidated financial
statements of the Company and its subsidiaries are included in
the Form 10-K for the year ended December 31, 2004.
Additional information about: 1) accounting policies
pertaining to investments and other significant accounting
policies applied by the Company and its subsidiaries;
2) debt; and 3) commitments and contingent liabilities
are as set forth in Notes 2, 8 and 18, respectively, to the
consolidated financial statements of Jefferson-Pilot Corporation
and subsidiaries which are included in the Form 10-K for
the year ended December 31, 2004.
F-6
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE III SUPPLEMENTARY INSURANCE
INFORMATION
For the Years Indicated In millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column B | |
|
Column C | |
|
Column D | |
|
Column E | |
|
Column F | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Deferred Policy | |
|
|
|
Deferred | |
|
|
|
|
|
|
Acquisition | |
|
Future Policy | |
|
Revenue and | |
|
Other Policy | |
|
|
|
|
Costs and Value | |
|
Benefits and | |
|
Premiums | |
|
Claims and | |
|
Premiums and | |
|
|
of Business | |
|
Policyholder | |
|
Collected in | |
|
Benefits | |
|
Other | |
Segment |
|
Acquired | |
|
Contract Deposits | |
|
Advance | |
|
Payable(a) | |
|
Considerations | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
As of or Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
1,998 |
|
|
$ |
13,642 |
|
|
$ |
378 |
|
|
$ |
723 |
|
|
$ |
152 |
|
AIP
|
|
|
325 |
|
|
|
10,428 |
|
|
|
|
|
|
|
2 |
|
|
|
1 |
|
Benefit Partners
|
|
|
105 |
|
|
|
695 |
|
|
|
5 |
|
|
|
265 |
|
|
|
1,113 |
|
Corporate and Other
|
|
|
2 |
|
|
|
25 |
|
|
|
|
|
|
|
3 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,430 |
|
|
$ |
24,790 |
|
|
$ |
383 |
|
|
$ |
993 |
|
|
$ |
1,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of or Year Ended December 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
1,847 |
|
|
$ |
13,077 |
|
|
$ |
303 |
|
|
$ |
603 |
|
|
$ |
171 |
|
AIP
|
|
|
320 |
|
|
|
9,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit Partners
|
|
|
61 |
|
|
|
370 |
|
|
|
4 |
|
|
|
206 |
|
|
|
756 |
|
Corporate and Other
|
|
|
2 |
|
|
|
20 |
|
|
|
|
|
|
|
3 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,230 |
|
|
$ |
23,316 |
|
|
$ |
307 |
|
|
$ |
812 |
|
|
$ |
951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of or Year Ended December 31, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
1,668 |
|
|
$ |
12,458 |
|
|
$ |
225 |
|
|
$ |
631 |
|
|
$ |
180 |
|
AIP
|
|
|
310 |
|
|
|
9,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit Partners
|
|
|
47 |
|
|
|
308 |
|
|
|
5 |
|
|
|
187 |
|
|
|
638 |
|
Corporate and Other
|
|
|
2 |
|
|
|
21 |
|
|
|
|
|
|
|
4 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,027 |
|
|
$ |
22,137 |
|
|
$ |
230 |
|
|
$ |
822 |
|
|
$ |
841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column G | |
|
Column H | |
|
Column I | |
|
Column J | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
Amortization | |
|
|
|
|
|
|
|
|
of Deferred | |
|
|
|
|
|
|
|
|
Policy | |
|
|
|
|
|
|
Benefits, | |
|
Acquisition | |
|
|
|
|
|
|
Claims, | |
|
Costs and | |
|
|
|
|
Net | |
|
Losses and | |
|
Value of | |
|
Other | |
|
|
Investment | |
|
Settlement | |
|
Business | |
|
Operating | |
Segment |
|
Income | |
|
Expenses | |
|
Acquired | |
|
Expenses(b) | |
|
|
| |
|
| |
|
| |
|
| |
As of or Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
900 |
|
|
$ |
993 |
|
|
$ |
207 |
|
|
$ |
122 |
|
AIP
|
|
|
593 |
|
|
|
426 |
|
|
|
53 |
|
|
|
122 |
|
Benefit Partners
|
|
|
89 |
|
|
|
841 |
|
|
|
27 |
|
|
|
225 |
|
Communications
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
149 |
|
Corporate and Other
|
|
|
92 |
|
|
|
27 |
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,672 |
|
|
$ |
2,287 |
|
|
$ |
287 |
|
|
$ |
688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of or Year Ended December 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
914 |
|
|
$ |
986 |
|
|
$ |
195 |
|
|
$ |
121 |
|
AIP
|
|
|
587 |
|
|
|
417 |
|
|
|
46 |
|
|
|
100 |
|
Benefit Partners
|
|
|
64 |
|
|
|
576 |
|
|
|
100 |
|
|
|
65 |
|
Communications
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
141 |
|
Corporate and Other
|
|
|
94 |
|
|
|
26 |
|
|
|
|
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,657 |
|
|
$ |
2,005 |
|
|
$ |
341 |
|
|
$ |
489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of or Year Ended December 31, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Products
|
|
$ |
924 |
|
|
$ |
989 |
|
|
$ |
167 |
|
|
$ |
129 |
|
AIP
|
|
|
577 |
|
|
|
425 |
|
|
|
38 |
|
|
|
101 |
|
Benefit Partners
|
|
|
60 |
|
|
|
478 |
|
|
|
81 |
|
|
|
67 |
|
Communications
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
141 |
|
Corporate and Other
|
|
|
76 |
|
|
|
22 |
|
|
|
|
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,634 |
|
|
$ |
1,914 |
|
|
$ |
286 |
|
|
$ |
521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a. |
Other policy claims and benefits payable include dividend
accumulations and other policyholder funds on deposit, policy
and contract claims (life and annuity and accident and health),
dividends for policyholders and other policy liabilities. |
|
|
b. |
Expenses related to the management and administration of
investments have been netted with investment income in the
determination of net investment income. Such expenses amounted
to $36 in 2004, $33 in 2003, and $34 in 2002. |
F-7
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE IV REINSURANCE FOR THE YEARS
INDICATED
In millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column B | |
|
Column C | |
|
Column D | |
|
Column E | |
|
Column F | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
Percentage | |
|
|
|
|
|
|
|
|
|
|
of | |
|
|
|
|
|
|
|
|
|
|
Amount | |
|
|
|
|
Ceded to | |
|
Assumed | |
|
|
|
Assumed | |
|
|
|
|
Other | |
|
From Other | |
|
|
|
to | |
|
|
Gross Amount | |
|
Companies | |
|
Companies | |
|
Net Amount | |
|
Net(a) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Year Ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force at end of year
|
|
$ |
312,825 |
|
|
$ |
60,007 |
|
|
$ |
5,022 |
|
|
$ |
257,840 |
|
|
|
1.9 |
% |
|
Premiums and other considerations
|
|
$ |
1,200 |
|
|
$ |
71 |
|
|
$ |
164 |
|
|
$ |
1,293 |
|
|
|
12.7 |
% |
Year Ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force at end of year
|
|
$ |
269,163 |
|
|
$ |
58,797 |
|
|
$ |
1,966 |
|
|
$ |
212,332 |
|
|
|
0.9 |
% |
|
Premiums and other considerations
|
|
$ |
1,029 |
|
|
$ |
80 |
|
|
$ |
2 |
|
|
$ |
951 |
|
|
|
0.2 |
% |
Year Ended December 31, 2002:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life insurance in force at end of year
|
|
$ |
257,463 |
|
|
$ |
58,607 |
|
|
$ |
1,501 |
|
|
$ |
200,357 |
|
|
|
0.7 |
% |
|
Premiums and other considerations
|
|
$ |
924 |
|
|
$ |
87 |
|
|
$ |
4 |
|
|
$ |
841 |
|
|
|
0.5 |
% |
|
|
|
(a) |
|
Percentage of amount assumed to net is computed by dividing the
amount in Column D by the amount in Column E. |
JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
SCHEDULE V VALUATION AND QUALIFYING ACCOUNTS
December 31, 2004
In millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column B | |
|
Column C |
|
Column D |
|
Column E | |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
Charged | |
|
|
|
|
|
|
|
|
Beginning of | |
|
to Realized | |
|
Charged to |
|
|
|
Balance at | |
|
|
Period | |
|
Investment Gains | |
|
Other Accounts |
|
Deductions |
|
End of Period | |
|
|
| |
|
| |
|
|
|
|
|
| |
2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for mortgage loans on real estate
|
|
$ |
36 |
|
|
$ |
(14 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
22 |
|
|
Valuation allowance for uncollectible agents balances
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
37 |
|
|
$ |
(14 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for mortgage loans on real estate
|
|
$ |
36 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
36 |
|
|
Valuation allowance for uncollectible agents balances
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
37 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for mortgage loans on real estate
|
|
$ |
29 |
|
|
$ |
7 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
36 |
|
|
Valuation allowance for uncollectible agents balances
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
30 |
|
|
$ |
7 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-8
LIST AND INDEX OF EXHIBITS
|
|
|
|
|
|
|
|
|
|
|
Reference | |
|
|
|
|
|
|
Per Exhibit | |
|
|
|
|
|
|
Table | |
|
|
|
Description of Exhibit |
|
Page | |
| |
|
|
|
|
|
| |
|
(3) |
|
|
(i) |
|
Articles of Incorporation and amendments that have been approved
by shareholders are incorporated by reference to Form 10-Q
(Commission file no. 1-5955) for the first quarter 1996
|
|
|
|
|
|
|
|
|
(ii) |
|
By-laws as amended November 3, 2003 are incorporated by
reference to Form 10-K for 2003
|
|
|
|
|
|
(4) |
|
|
(i) |
|
Amended and Restated Rights Agreement dated November 7,
1994 between Jefferson-Pilot Corporation and First Union
National Bank, as Rights Agent, was included in Form 8-K
for November 7, 1994, and Amendment to Rights Agreement
dated February 8, 1999 was included in Form 8-K for
February 8, 1999 (Commission file no. 1-5955); both
are incorporated by reference
|
|
|
|
|
|
|
|
|
(ii) |
|
Credit agreements and other agreements and instruments relating
to debt securities issued by or borrowings available to the
Registrant, are not being filed because the total amount of
borrowing available under credit agreements or amount of debt
securities authorized by any other agreement or instrument
respectively does not exceed 10% of total consolidated assets.
The Registrant agrees to furnish a copy of any such agreements
and documents to the Commission upon request
|
|
|
|
|
|
(10) |
|
|
|
|
The following contracts and plans:
|
|
|
|
|
|
|
|
|
(i) |
|
Employment Agreement signed in December 2002 between the
Registrant and David A. Stonecipher, an executive officer until
he retired on December 31, 2004, is incorporated by
reference to Form 10-K for 2002; summary of his current
arrangements is incorporated by reference to the March 2005
Proxy Statement
|
|
|
|
|
|
|
|
|
(ii) |
|
Employment Agreement between the Registrant and Dennis R.
Glass, our Chief Executive Officer, dated December 6, 2003,
is incorporated by reference to Form 10-K for 2003
|
|
|
|
|
|
|
|
|
(iii) |
|
Long Term Stock Incentive Plan, as amended in February 2005; the
summaries of the long term incentive compensation awards and
payments (LTIP) on pages 10 and 14 of the March 2005 Proxy
Statement are incorporated by reference
|
|
|
E-3 |
|
|
|
|
|
(iv) |
|
Non-Employee Directors Stock Option Plan, as amended in
February 2005
|
|
|
E-7 |
|
|
|
|
|
(v) |
|
Jefferson-Pilot Corporation Supplemental Benefit Plan, as
amended, is incorporated by reference to Form 10-K for 1999
(Commission file no. 1-5955); the Executive Special
Supplemental Benefit Plan, which now operates under this Plan,
is incorporated by reference to Form 10-K (Commission file
no. 1-5955) for 1994.
|
|
|
|
|
|
|
|
|
(vi) |
|
Management Incentive Compensation Plan for Jefferson-Pilot
Corporation and its insurance subsidiaries is incorporated by
reference to Form 10-K for 2002; description of the bonus
program for executives is incorporated by reference to the March
2003 Proxy Statement.
|
|
|
|
|
|
|
|
|
(vii) |
|
Deferred Fee Plan for Non-Employee Directors, as amended, is
incorporated by reference to Form 10-K (Commission file
no. 1-5955) for 1998
|
|
|
|
|
|
|
|
|
(viii) |
|
Executive Change in Control Severance Plan and the 1999
amendment thereto are incorporated by reference to
Forms 10-K (Commission file no. 1-5955) for 1998 and
1999, respectively
|
|
|
|
|
E-1
|
|
|
|
|
|
|
|
|
|
|
Reference | |
|
|
|
|
|
|
Per Exhibit | |
|
|
|
|
|
|
Table | |
|
|
|
Description of Exhibit |
|
Page | |
| |
|
|
|
|
|
| |
|
|
|
|
(ix) |
|
Employment arrangement letter between the Registrant and
Warren H. May, an executive officer, is incorporated by
reference to Form 10-Q for the third quarter 2002
|
|
|
|
|
|
|
|
|
(x) |
|
Summary of non-employee director compensation
|
|
|
E-12 |
|
|
|
|
|
(xi) |
|
Form of stock option terms for non-employee directors
|
|
|
E-13 |
|
|
|
|
|
(xii) |
|
Form of stock option terms for officers
|
|
|
E-18 |
|
|
(21) |
|
|
|
|
Subsidiaries of the Registrant
|
|
|
E-25 |
|
|
(23) |
|
|
|
|
Consent of Independent Auditors
|
|
|
E-26 |
|
|
(24) |
|
|
|
|
Power of Attorney form
|
|
|
E-27 |
|
|
(31.1) |
|
|
|
|
Certification of Chief Executive Officer pursuant to Exchange
Act Rule 13a-14(a)
|
|
|
E-28 |
|
|
(31.2) |
|
|
|
|
Certification of Chief Financial Officer pursuant to Exchange
Act Rule 13a-14(a)
|
|
|
E-29 |
|
|
(32) |
|
|
|
|
Written Statement Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
|
|
E-30 |
|
E-2