DELAWARE | 63-0780404 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3700 South Stonebridge Drive, McKinney, Texas | 75070 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | ý | Accelerated filer | ¬ | |||
Non-accelerated filer | ¬ (Do not check if a smaller reporting company) | Smaller reporting company | ¬ |
CLASS | OUTSTANDING AT July 29, 2015 | |||
Common Stock, $1.00 Par Value | 125,115,360 |
(a) | Exhibits |
(11) | Statement re Computation of Per Share Earnings | |
(31.1) | Rule 13a-14(a)/15d-14(a) Certification by Larry M. Hutchison | |
(31.2) | Rule 13a-14(a)/15d-14(a) Certification by Gary L. Coleman | |
(31.3) | Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda | |
(32.1) | Section 1350 Certification by Larry M. Hutchison, Gary L. Coleman, and Frank M. Svoboda |
TORCHMARK CORPORATION | |||
Date: August 10, 2015 | /s/ Gary L. Coleman | ||
Gary L. Coleman | |||
Co-Chairman and Chief Executive Officer | |||
Date: August 10, 2015 | /s/ Larry M. Hutchison | ||
Larry M. Hutchison | |||
Co-Chairman and Chief Executive Officer | |||
Date: August 10, 2015 | /s/ Frank M. Svoboda | ||
Frank M. Svoboda | |||
Executive Vice President and Chief Financial Officer |
Exhibit 11. Statement re computation of per share earnings. |
TORCHMARK CORPORATION COMPUTATION OF EARNINGS PER SHARE |
Three Months Ended June 30, | |||||||
2015 | 2014 | ||||||
Net Income | $ | 127,110,000 | $ | 130,923,000 | |||
Basic weighted average shares outstanding | 125,816,943 | 131,491,182 | |||||
Diluted weighted average shares outstanding | 127,439,641 | 133,314,822 | |||||
Basic net income per share | $ | 1.01 | $ | 1.00 | |||
Diluted net income per share | $ | 1.00 | $ | 0.98 |
Six Months Ended June 30, | |||||||
2015 | 2014 | ||||||
Net Income | $ | 248,758,000 | $ | 263,779,000 | |||
Basic weighted average shares outstanding | 126,465,420 | 132,322,704 | |||||
Diluted weighted average shares outstanding | 128,018,729 | 134,179,200 | |||||
Basic net income per share | $ | 1.97 | $ | 1.99 | |||
Diluted net income per share | $ | 1.94 | $ | 1.97 | |||
1. | I have reviewed this quarterly report on Form 10-Q of Torchmark Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Larry M. Hutchison | |
Larry M. Hutchison Co-Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Torchmark Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Gary L. Coleman | |
Gary L. Coleman Co-Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Torchmark Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Frank M. Svoboda | |
Frank M. Svoboda Executive Vice President and Chief Financial Officer |
(1) | the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Larry M. Hutchison | |
Larry M. Hutchison Co-Chairman and Chief Executive Officer | |
/s/ Gary L. Coleman | |
Gary L. Coleman Co-Chairman and Chief Executive Officer | |
/s/ Frank M. Svoboda | |
Frank M. Svoboda Executive Vice President and Chief Financial Officer |